/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/131203.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, December 3, 2013, Vol. 17, No. 335 Headlines AFA INVESTMENT: Davis Wright Approved to Handle GOPAC Litigation AFA INVESTMENT: Rosner Firm Okayed as Avoidance Action Counsel AFFIRMATIVE INSURANCE: Extends Term of Addison Lease Until 2024 ALLENS INC: Final DIP Hearing Adjourned to Dec. 16 ALLIED IRISH: Raises EUR500 Million in Term Funding ALLIED SYSTEMS: Yucaipa Opposes Payment of $427K Fees to Huron ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees AMERICAN AIRLINES: US Airways Chief Describes Challenges to Deal AMERICAN PATRIOT: No Unsecured Creditors Committee Appointed AMINCOR INC: Board OKs Grant of Options to Directors and Officers ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon ANTIOCH COMPANY: Confirms 2nd Amended Joint Reorganization Plan ARISTA POWER: Mark Matthews Quits as President ARMORWORKS ENTERPRISES: Squire Sanders Withdraws as Bankr. Counsel BENTLEY PREMIER: Dec. 16 Hearing on Motion to Use Cash Collateral BENTLEY PREMIER: Objections to Hiersche Hiring Resolved BENTLEY PREMIER: Searcy & Searcy Approved as Trustee's Counsel BENTLEY PREMIER: Ch.11 Trustee Withdraws Bid to Employ Marc Powell BIOFUEL ENERGY: Lenders Exercise Rights to Acquire Ethanol Plants CAL-BAY INT'L: Has Not Filed Bankruptcy, Seeks OTC Retraction CANCER GENETICS: Deerfield Mgmt Held 4% Equity Stake at Oct. 23 CENTRIC HEALTH: DBRS Confirms 'B(high)' Issuer Rating CAMBRIDGE HEART: Rod de Greef, Haghighi-Mood Resign from Board COLUMBUS EXPLORATION: Ira Kane Appointed as Receiver CORNERSTONE HOMES: Seeks Plan Exclusivity Extension D & L ENERGY: Wins Approval for $2-Mil. ITG Financing D & L ENERGY: Wants Plan Filing Exclusivity Until Feb. 10 D & L ENERGY: Resource Land's $20.4MM Offer Wins Auction DETROIT, MI: Multiple Objections to Postpetition Financing Filed DETROIT, MI: Lighting Ruling Put Off Amid Possible Atty. Conflict DEWEY STRIP: Has Until Jan. 6 to Propose Chapter 11 Plan DIRK M MAYBERRY: Voluntary Chapter 11 Case Summary DUMA ENERGY: Director Jeremy Driver Resigns EDENOR SA: General Extraordinary Meeting Set on December 20 ELBIT IMAGING: Unsecured Creditors OK Refinancing Agreement ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM ELITE PHARMACEUTICALS: Chairman Converts Loan to Unsecured Note ENERGY FUTURE: In Talks for Pre-Packaged Restructuring Deal EWGS INTERMEDIARY: Dec. 2 Meeting of Creditors EXCEL MARITIME: Has Access to Cash Collateral Thru February 2014 EXCEL MARITIME: Plan Solicitation Exclusivity Extended to Feb. 17 EXCEL MARITIME: Amended Joint Plan Filed EXIDE TECHNOLOGIES: Shareholder Insists on Official Equity Panel EXIDE TECHNOLOGIES: Can Employ NGKF as Real Estate Consultant FAIRMONT GENERAL: Wins Final Approval to Incur $6MM DIP Financing FISKER AUTOMOTIVE: Has Sale Agreement with Hybrid Tech FISKER AUTOMOTIVE: Can Employ Rust Consulting as Claims Agent FISKER AUTOMOTIVE: Has Interim OK of Equity Trading Procedures FISKER AUTOMOTIVE: WARN Class Seeks Priority of Claim FREDDIE MAC: Bank of America to Pay Total of $404 Million FRESH & EASY: FTI Consulting Okayed as Committee Advisor FRESH & EASY: Pachulski Stang Approved as Committee Counsel FURNITURE BRANDS: Court Okays Deal on O'Brien License Contract FURNITURE BRANDS: Committee Has Ok for Hahn & Hessen as Counsel FURNITURE BRANDS: Panel Has Nod for Houlihan as Investment Banker FURNITURE BRANDS: Committee Retains BDO as Financial Advisor GREEN FIELD ENERGY: Has Final Approval of GB DIP Financing HAMPTON LAKE: Charter Note Holders' Claims Not Barred HOLT DEVELOPMENT: Balks at Heritage Bank's Bid for Stay Relief HUDBAY MINERALS: Moody's Changes Ratings Outlook to Negative IB AGRICULTURE: Monty's May Pursue W.D. Ky. Lawsuit INFINIA CORP: Has Green Light to Sell Solar Generation Project KCSM INC: IP Assets to Be Sold at Dec. 17 Foreclosure Auction LAGUNA BRISAS: Court Okays Sale Procedures LIME ENERGY: CEO O'Rourke Fired; COO Adam Procell Takes Over M.A.R. REALTY: Section 341(a) Meeting Scheduled for December 30 MERRIMACK PHARMACEUTICALS: To Develop Products for Actavis METRO AFFILIATES: Quabbin Bids Out New Bus Contract MISSION NEWENERGY: Unit Wins Counter Claim vs. KNM Process MSD PERFORMANCE: Auction Cancelled; Selling Biz to Z Capital MT LAUREL LODGING: Sec. 341 Meeting of Creditors Set for Dec. 17 MT LAUREL LODGING: Seeks Valuation of Chicago Bank's Secured Claim MUSCLEPHARM CORP: Sells $1.25 Million Warrants NEW CENTURY TRS: Amended Galope Fraud Lawsuit Dismissed NNN 3500: Dec. 9 Hearing on Motion to Terminate Exclusivity NNN 3500: Plan Proposes to Pay All Creditors in Full NNN 3500: Balks at CWCAM's Motion to Dismiss Chapter 11 Case OCZ TECHNOLOGY: To Sell to Toshiba via Chapter 11 OVERLAND STORAGE: Marathon Capital Held 15% Stake at Nov. 25 PANACHE BEVERAGE: Using Social Media to Distribute Information PHYSIOTHERAPY HOLDINGS: No Unsecured Creditors Committee Appointed PROMMIS HOLDINGS: Plan Provides Conclusion of Asset Liquidation PROMMIS HOLDINGS: Has Until Jan. 14 to File Chapter 11 Plan RED APPLE PROPERTIES: Case Summary & 4 Top Unsecured Creditors RESIDENTIAL CAPITAL: Confirmation Trial to Wrap Up This Month RESIDENTIAL CAPITAL: Ally Settlement Approved RESIDENTIAL CAPITAL: Settlement With Credit Unions Approved RESIDENTIAL CAPITAL: Judge Approves Deal with Housing Regulator SCOTTSDALE VENETIAN: Confirmation Hearing Continued Until Dec. 10 SCOTTSDALE VENETIAN: Wants Exclusivity Extended; In Buyout Talks SECUREALERT INC: Amends 3.9 Million Shares Resale Prospectus SEVEN ARTS: To Issue 20 Million Shares Under Incentive Plan SPIRE CORP: Founder and CEO Roger Little to Retire by Year's End STANS ENERGY: Files Management Cease Trade Order Application STREAMTRACK INC: Buys Intangible Assets of Robot Fruit STREAMTRACK INC: Delays Fiscal 2013 Form 10-K THR & ASSOCIATES: Bankruptcy Judge Denies Debt Relief TRINITY COAL: Court Approves Expansion of DHG's Employment UNI-PIXEL INC: Addresses Market Speculation UNIFIED 2020: Dec. 9 Hearing on Bank's Motion to Lift Stay UNIFIED 2020: Plan Outline Hearing Continued Until Dec. 9 UNITEK GLOBAL: Amends 3.7 Million Shares Resale Prospectus VICTORY ENERGY: Weaver & Tidwell Replaces Marcum as Accountants W.R. GRACE: Completes Purchase of Dow's Polypropylene Business W.R. GRACE: Lipsitz & Ponterio Revises Rule 2019 Disclosure W.R. GRACE: To Present at Citi Basic Material Conference Today WM SIX FORKS: Court Won't Extend Laganas' Filing Fee Deadline WORLD BOTANICAL: 10th Cir. Affirms Dismissal of Wagner Claims XTREME IRON: Chapter 11 Trustee Confirms Plan of Liquidation YOSHI'S SF: Crucial Hearings, Status Conference Continued to Jan. * Bankruptcy Among Less Likely Targets in Lateral Hiring Plans * European Union Threatens Action Against Big Three Ratings Firms * Illinois Legislative Leaders Try to Sell Tentative Pension Deal * Lon A. Jenkins Joins Dorsey's Finance & Restructuring Group * Large Companies With Insolvent Balance Sheets ********* AFA INVESTMENT: Davis Wright Approved to Handle GOPAC Litigation ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized AFA Investment Inc., et al., to expand the scope of retention of Davis Wright Tremaine LLP as special litigation counsel effective as of Oct. 18, 2013. As reported in the Troubled Company Reporter on Oct. 31, 2013, the Debtors sought to expand DWT's engagement to include the so-called GOPAC Litigation because of, among other things, (a) DWT's expertise generally with food product safety and recall litigation issues; and (b) its history and experience as UFG's trial counsel in the Cargill Litigation, which involves similar issues and claims. Based on DWT's practice expertise and its prior experience and long-standing relationship with the Debtors, DWT possesses extensive knowledge about the relevant issues and circumstances. As a result, the Debtors believe that DWT will be able to represent the Debtors in an efficient and effective manner. Currently, hourly rates of partners for DWT range from $400 to $570. Other attorneys' hourly rates, including counsel positions, range from $260 to $375. The hourly rates charged for other DWT service providers range from $100 to $275. DWT partner David A. Ernst attests the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AFA INVESTMENT: Rosner Firm Okayed as Avoidance Action Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized AFA Investment Inc., et al., to employ Rosner Law Group LLC as Delaware avoidance action counsel. As reported in the Troubled Company Reporter on Oct. 22, 2013, Rosner Law is expected to: (a) assist ASK LLP in complying with local Delaware law; (b) help review, file and prosecute the avoidance actions; and (c) ensure the Debtors execute faithfully their duties as debtors-in-possession. Rosner Law will be paid at these hourly rates: Frederick B. Rosner, attorney $250 Scott J. Leonhardt, attorney $250 Julia B. Klein, attorney $250 Paralegals $150 Rosner Law will also be reimbursed for reasonable out-of-pocket expenses incurred. Frederick B. Rosner, owner of Rosner Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would receive $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AFFIRMATIVE INSURANCE: Extends Term of Addison Lease Until 2024 --------------------------------------------------------------- Affirmative Insurance Holdings, Inc., agreed to extend the term of its current lease for approximately 56,888 aggregate square feet of office space located at the Addison, Texas, office complex at 4450 Sojourn Drive, Suite 500, Addison, Texas, pursuant to the terms of a sixth amendment to an original lease agreement dated June 3, 1999, as previously amended on July 26, 1999, Aug. 1, 2000, Aug. 4, 2003, Dec. 14, 2004, and Nov. 23, 2009. The Sixth Amendment is dated and effective as of Oct. 25, 2013. The Sixth Amendment extends the term of the current Addison Lease for 115 months through and including Oct. 31, 2024. Base rent will be conditionally abated for months 23-29 of the Sixth Amendment. Additionally, the Sixth Amendment preserves the Company's right to take a monthly credit of $6,103 against base rent granted in a prior amendment to the Addison Lease through March 31, 2015. In addition to the foregoing base rental payments, the Company will make payments based on its share of common-area maintenance charges, as well as insurance coverage for the Addison Space. CAM Charges and the cost of insurance for the Addison Space may increase over time due to the occurrence of certain events, including but not limited to increased property assessments associated with the Company's tenant improvements or a sale of the building in which the Addison Space is located by the Landlord. A copy of the Sixth Amendment is available for free at: http://is.gd/0kHHXq About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. The Company's balance sheet at Sept. 30, 2013, showed $386.03 million in total assets, $476.73 million in total liabilities and a $90.70 million total stockholders' deficit. "At December 31, 2012, the Company's history of recurring losses from operations, its failure to comply with the Financial Covenants in its senior secured credit facility, its failure to comply with the Illinois Department of Insurance reserve requirement, and substantial liquidity needs the Company would face when the senior secured credit facility was set to expire in January 2014 raised substantial doubt about the Company's ability to continue as a going concern," the Company said in the Quarterly Report for the period ended Sept. 30, 2013. ALLENS INC: Final DIP Hearing Adjourned to Dec. 16 -------------------------------------------------- Bankruptcy Judge Ben Barry entered a second interim order authorizing debtors All Veg, LLC, and Allens, Inc., to incur debt on an interim basis from the commencement of the Chapter 11 cases through Dec. 16, 2013, up to $114,358,560 at any time outstanding (inclusive of debt previously extended by the prepetition first lien lenders). The DIP facility from Bank of America, N.A., as administrative agent for a consortium of lenders is composed of a senior secured, superpriority term loan facility of up to $14,166,157 and a senior secured, superpriority revolving loan facility of up to $105,000,000. The bankruptcy judge in his Nov. 22, 2013 order also authorized the Debtors to continue using cash collateral in accordance with the budget. The judged adjourned to Dec. 16, 2013, at 1:30 p.m., the final hearing to consider entry of an order granting the relief requested in the DIP Motion on a final basis, solely to the extent necessary to hear (a) the objection of the Razorback Group filed on Nov. 19 and (b) any objections that are timely filed and served by the statutory committee of unsecured creditors and West Milling Company, in the case of West Milling, solely with respect to the treatment of Sec. 503(b)(9) claims. Razorback Group's Objection PACA Claimants Razorback Farms, Inc. and Central Produce Sales, Inc. point out that the Debtors' 16-week projected budget contains a projection called "PACA Payments" which purports to set aside $7,695,000 for payments to valid PACA trust claims. The Razorback Group says there is no evidence or indicia of $7.695 million being sufficient to pay all potential PACA claims in full. It says the Court should require the Debtors to continue setting aside funds at a set even rate until further order or the "PACA Payments" escrow contains enough funds to fully satisfy all PACA claims timely filed under the proposed PACA procedures order. The Razorback Group is represented by: E. Kent Hirsch, Esq. HIRSCH LAW FIRM, P.A. 107 W. Emma Ave. Springdale, AK 72764 Tel: 479/751-0251 E-mail: kent@hirschlawfirm.com About Allens Inc. Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and frozen vegetables in business since 1926, filed for bankruptcy on Oct. 28, 2013, seeking to sell some divisions or reorganize as a new company (Bankr. W.D. Ark. Case No. 13-bk-73597). Affiliate All Veg, LLC, simultaneously sought bankruptcy protection. The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York. Alvarez & Marsal North America, LLC's Jonathan Hickman serves as chief restructuring officer. GA Keen Realty Advisors, LLC, is the real estate advisor. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. ALLIED IRISH: Raises EUR500 Million in Term Funding --------------------------------------------------- Allied Irish Banks, p.l.c., has agreed a EUR500 million two year floating rate bilateral term funding transaction through BofA Merrill Lynch and Deutsche Bank, secured by a high quality portfolio of Irish credit card receivables. This is the first transaction of its kind for an Irish Bank and establishes a structure which is expected to provide a stable source of cost effective funding into the future. It is consistent with AIB's stated strategy to engage with the market in a balanced and measured manner with a series of well placed, appropriately structured and priced transactions. Fergus Murphy, director of Products at AIB, said, "This transaction is another step in diversifying AIB's funding base and will further reduce AIB's reliance on monetary authority funding." The transaction has no impact on AIB's credit card customers. About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish's consolidated statement of financial position for the year ended Dec. 31, 2011, showed EUR136.65 billion in total assets, EUR122.18 billion in total liabilities and EUR14.46 billion in shareholders' equity. Allied Irish's balance sheet at June 30, 2012, showed EUR129.85 billion in total assets, EUR116.59 billion in total liabilities and EUR13.26 billion in total shareholders' equity. ALLIED SYSTEMS: Yucaipa Opposes Payment of $427K Fees to Huron -------------------------------------------------------------- Yucaipa American Alliance Fund I, L.P., Yucaipa American Alliance (Parallel) Fund I, L.P., Yucaipa American Alliance Fund II, L.P., and Yucaipa American Alliance (Parallel) Fund II, L.P. object to the payment of fees and expenses (totaling $426,586 for the period July 9, 2013, through Aug. 15, 2013) submitted by Huron Consulting Group in connection with the Bankruptcy Court's Final Order dated June 21, 2013, authorizing Allied Systems Holdings, Inc., et al., to obtain post-petition secured replacement DIP Financing. Yucaipa cites that the services described in the Invoices are not reimbursable as reasonable expenses of the Replacement DIP Lenders. Specifically, Yucaipa says that the amount requested in the Invoices is disproportionately attributable to services provided to the Replacement DIP Lenders instead of services provided to a purchaser of the Debtors' assets, and, therefore, the Fees are not payable as submitted under the Final Order. As reported in the TCR on June 21, 2013, the Bankruptcy Court approved a $33.5 million replacement post-petition loan and sale plan for the Debtors over the objection of original lender Yucaipa Cos. Ltd., which had argued that the terms gave the replacement private equity lenders too much leverage. Yucaipa put forward alternative proposals hours before oral arguments over the matter began Wednesday, June 19, 2013, but U.S. Bankruptcy Judge Christopher S. Sontchi gave the nod to the replacement debtor-in- possession financing facility from Black Diamond Capital Management LLC and Spectrum Investment Partners. A copy of the Replacement DIP Financing Final Order, dated June 21, 2013, is available at: http://bankrupt.com/misc/alliedsystems.doc1324.pdf About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLIED SYSTEMS: Black Diamond et al. Defend Huron's Fees -------------------------------------------------------- The replacement DIP agents -- Black Diamond Commercial Finance, L.L.C. and Spectrum Commercial Finance, LLC, as administrative agent and collateral agent, respectively under Allied Systems Holdings, Inc., et al.'s replacement DIP Facility -- responded to the objection of Yucaipa American Alliance Fund II, L.P., et al., to the costs submitted pursuant to the replacement DIP order. The Replacement DIP agents said Yucaipa, as part of its continued scorched earth litigation strategy, has objected to the reimbursement of an unspecified portion of the fees incurred by Huron Consulting Group, in its capacity as financial advisor to the replacement DIP agents. The central thrust of its objection was that Huron's fees were not rendered for the benefit of the replacement DIP agents, but were instead provided to Black Diamond and Spectrum in their capacity as Prepetition Agents under the First Lien Credit Agreement to assist them in formulating a credit bid. The Replacement DIP Agents assert that Yucaipa is wrong. Huron has separately invoiced its fees and expenses for each engagement and the fees at issue were for services provided by Huron in connection with the provision of services requested by and rendered to the replacement DIP agent. As reported in the Troubled Company Reporter, Law360 reported that an attorney for Ron Burkle's private equity firm The Yucaipa Cos. LLC on Nov. 26 urged a New York state appeals court to restore a credit agreement at issue in car hauler Allied Systems Holdings Inc.'s bankruptcy, after a lower court threw out the deal. According to the report, Yucaipa's attorney David E. Ross of Kasowitz Benson Torres & Friedman LLP argued during a hearing in Manhattan that Judge Charles E. Ramos had gone too far when he threw out all the changes to a credit agreement. About Allied Systems BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN AIRLINES: US Airways Chief Describes Challenges to Deal ---------------------------------------------------------------- Susan Carey, writing for The Wall Street Journal, reported that US Airways Group Inc. Chief Executive Doug Parker was checking email at his home in Paradise Valley, Ariz., early on Aug. 13 when he received a terse message at 6:43 that his company's planned merger was in serious trouble. According to the report, Mr. Parker had been engineering the combination with American Airlines since soon after its parent, AMR Corp., filed for bankruptcy protection in November 2011. Now the Justice Department was suing on antitrust grounds to stop the biggest merger in airline-industry history. "Business people aren't supposed to be surprised, but we were absolutely surprised," Mr. Parker says, the report cited. The suit gave rise to "one of the hardest management situations I've had to work through." In his first extensive interview since the skirmish with the Justice Department began, Mr. Parker says overcoming the government's objections was only part of his challenge, the Journal related. He also had to persuade executives and employees at both companies -- and even his own wife -- that the deal would go through. And now, that the deal has been cleared, US Airways already is working to take some of the starch out of American's buttoned-up corporate culture. Mr. Parker and his colleagues reached a settlement with the government on Nov. 12, the report noted. Mr. Parker will take the top job at the new American Airlines Group Inc., which will become the world's largest carrier by traffic. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. Bankruptcy Creditors' Service, Inc., publishes AMERICAN AIRLINES BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by AMR Corp. and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) AMERICAN PATRIOT: No Unsecured Creditors Committee Appointed ------------------------------------------------------------ Judy A. Robbins, the United States Trustee for Region 7, notified the U.S. Bankruptcy Court for the Southern District of Texas that she has been unable to appoint an Unsecured Creditors' Committee as contemplated by 11 U.S.C. Section 1102 in the Chapter 11 case of American Patriot Gold, LLC. The U.S. Trustee said she was unable to solicit sufficient interest to appoint a proper Committee. Trial Attorney for the U.S. Trustee may be reached at: Ellen M. Hickman, Esq. 515 Rusk, Suite 3516 Houston, TX 77002 Telephone: 713/718-4650 ext 250 Facsimile: 713/718-4680 E-mail: ellen.hickman@usdoj.gov American Patriot Gold, LLC, filed a bankruptcy petition (Bankr. S.D. Tex. Case No. 13-35334) on Aug. 30, 2013. The petition was signed by Rocky V. Emery as manager. The Debtor disclosed total assets of $25.9 million and total liabilities of $11.6 million. Reese W. Baker, Esq., at Baker & Associates, LLP, serves as the Debtor's counsel. AMINCOR INC: Board OKs Grant of Options to Directors and Officers ----------------------------------------------------------------- Pursuant to a unanimous written consent, dated as of Nov. 26, 2013, the Board of Directors of Amincor Inc. approved the grant of options to purchase common stock to John R. Rice, III, president, Joseph F. Ingrassia, vice-president and Robert L. Olson, director and certain management and employees of the Company and certain officers and employees of its subsidiary companies. Messrs. Rice and Ingrassia were each granted 120,000 options and Mr. Olson was granted 40,000 options. The options granted have an exercise price of $0.50, based on the estimated fair market value of the Company's share price on the date of the grant. Fifty percent of the options vest and are exercisable on the first anniversary of the grant date and 100 percent of the options vest and are exercisable on the second anniversary of the grant date, so long as certain optionees are still employed by the Company or its subsidiaries. The options are valid for five years from the grant date and will expire thereafter. Each optionee will sign a Non-Qualified Stock Option Agreement with the Company which more fully details the terms and conditions of the grant. About Amincor Inc. New York, N.Y.-based Amincor, Inc., is a holding company operating through its operating subsidiaries Baker's Pride, Inc., Environmental Holdings Corp. and Tyree Holdings Corp., and Amincor Other Assets, Inc. BPI is a producer of bakery goods. Tyree performs maintenance, repair and construction services to customers with underground petroleum storage tanks and petroleum product dispensing equipment. Through its wholly owned subsidiaries, Environmental Quality Services, Inc., and Advanced Waste & Water Technology, Inc., EHC provides environmental and hazardous waste testing and water remediation services in the Northeastern United States. Other Assets, Inc., was incorporated to hold real estate, equipment and loan receivables. As of March 31, 2013, all of Other Assets' real estate and equipment are classified as held for sale. As reported in the TCR on April 24, 2013, Rosen Seymour Shapss Martin & Company, in New York, expressed substantial doubt about Amincor's ability to continue as a going concern, citing the Company's recurring net losses from operations and working capital deficit of $21.2 million as of Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2013, showed $31.93 million in total assets, $36.48 million in total liabilities and a $4.55 million total deficit. ANTIOCH COMPANY: Has Green Light to Sell Real Property to Sangamon ------------------------------------------------------------------ The Hon. Katherine A. Constantine of the Bankruptcy Court for the District of Minnesota authorized The Antioch Company, et al., to sell certain of their real property to Sangamon, LLC or its assignee, pursuant to an Asset Purchase Agreement. The Debtors also won Court permission to assume and assign the lease between the Debtors and Antioch University and the lease between the Debtors and E-Health Data Solutions LLC pursuant to Section 365 of the Bankruptcy Code. The stalking horse asset purchase agreement was twice amended, first to extend the feasibility period for five days and then to reduce the purchase price from $750,000 to $700,000. As reported in the Troubled Company Reporter on Oct. 9, 2013, the Court, in an order dated Sept. 27, approved in their entirety (i) the stalking horse purchase agreement with Sangamon, LLC; and the break-up fee set at 4% of the initial purchase price. The sale will include a parcel of commercial real property, commonly known as 888 Dayton Street in Yellow Springs, Ohio. The leases are also included in the sale. In a separate order dated Sept. 30, the Court authorized the Debtor to enter into a postpetition agreement with Panstoria, Inc., amending the agreement to provide that the definitions of StoryBook Software, Memory Manager Software, Artisan Program, and Historian Program include versions 3.0 and 4.0 of the respective software/programs. As reported in the TCR on Sept. 16, the Debtors are selling and assigning their rights to the use of the StoryBook Software and Memory Manager Software to Panstoria in exchange for cash and other consideration to the estates. Panstoria (formerly known as Caspedia Corporation), has partnered with the Debtors to support all of the Debtors' digital platform offerings. Over the years, the Debtors and Panstoria have been parties to various licensing and software agreements for certain digital and printing capabilities. Panstoria is the owner of the primary software that supports the Debtors' current digital business. On June 24, 2011, Panstoria and Antioch executed a Software License Agreement (the StoryBook Agreement), whereby Antioch obtained a non-exclusive license to reproduce and sublicense the Artisan Program (as modified) under the title "StoryBook Creator Plus 4.0" The Agreement outlines economic factors (both cash and waiver of certain claims) well as other non-economic obligations between the parties. Under the terms of the agreement, Antioch is agreeing to perform these, subject to Court approval: a. acknowledge that the license under Section 2(d) of the StoryBook Agreement is terminated, Antioch no longer has any rights in or to the Encryption Code, and Antioch assigns any and all of its licensed interests that it may have in the Encryption Code back to Panstoria; b. grant Panstoria the right and license to market and sell on a non-exclusive basis Antioch's digital art kits for a period of six months from the Effective Date; and c. grant Panstoria permission to release Updates to the StoryBook Software, and Updates to the Memory Manager Software at any time prior to the termination of the Agreement, including Updates that will create a print service for StoryBook Users that will permit them to order print products from Panstoria. About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Sean D. Malloy, Esq., at McDonald Hopkins LLC; and Clinton E. Cutler, Esq., represent the Debtor as counsel. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). In the 2013 case, the U.S. Trustee appointed a seven-member creditors committee. Michael B. Fisco, Esq., at Faegre Baker Daniels LLP represents the Committee. Crowe Horwath LLP serves as its financial advisor. ANTIOCH COMPANY: Confirms 2nd Amended Joint Reorganization Plan --------------------------------------------------------------- The Antioch Company, et al., and the Official Committee of Unsecured Creditors, confirmed on Nov. 14, 2013, their Second Amended Joint Plan of Reorganization dated Nov. 13, 2013. The Plan provides for two alternative structures for reorganization. One alternative is a stand-alone reorganization. Under that alternative, the Plan calls for (a) the substantive reorganization of Antioch, the parent company of the other Debtors, either through the reorganization of that entity or the formation of a new entity and contribution of certain of the Debtors' assets into that entity for the purpose of running the reorganized business; (b) the distribution of cash and certain other assets of the Debtors, including equity interests in the Reorganized Company, to a liquidating trust for the benefit of creditors; and (c) the dissolution of the other Debtors. The second alternative is a sponsored version of the Plan, under which an investor would acquire the Reorganized Company. Under that alternative, the cash generated from that acquisition would be contributed to a liquidating trust for the benefit of creditors along with the cash and other assets of the Debtors not necessary for the business of the Reorganized Company. A copy of the Plan is available for free at: http://bankrupt.com/misc/ANTIOCHCOamendedplan.pdf About The Antioch Company St. Cloud, Minn.-based scrapbook company The Antioch Company and six affiliates filed for Chapter 11 bankruptcy (Bankr. D. Minn. Case No. 13-41898) in Minneapolis on April 16, 2013. Antioch disclosed $10 million to $50 million in both assets and debts. The affiliates that separate filed for Chapter 11 are Antioch International-Canada LLC, Antioch International LLC, zeBlooms LLC, Antioch Framers Supply LLC, Antioch International-New Zealand LLC, and Creative Memories Puerto Rico, LLC. Founded in 1926, Antioch and its affiliates make up one of the world's preeminent suppliers of scrapbooks, related accessories, and photo solutions for memory preservation through the direct sales channel. The Debtors also go by business names Creative Memories, Antioch, Agenda, Antioch Publishing, Cottage Arts, Frame of Mind and Webway. Antioch has 200 employees and currently has operations through the Debtor companies and foreign subsidiaries in the United States, Canada, Japan, Australia, and New Zealand. In 2012, the Company's net revenue was approximately $93.8 million and it had a net loss of $3.7 million. Antioch previously sought bankruptcy protection in 2008 (Bankr. S.D. Ohio Case No. 08-35741). In the 2013 case, the U.S. Trustee appointed a seven-member creditors committee. Faegre Baker Daniels LLP serves as its counsel. Crowe Horwath LLP serves as its financial advisor. ARISTA POWER: Mark Matthews Quits as President ---------------------------------------------- Mark Matthews resigned from his position as president of Arista Power, Inc., effective Nov. 29, 2013, to take the position of vice president of Sales and Marketing at EaglePicher Technologies, LLC. Mr. Matthews will remain a member of the Board of Directors of Arista Power. Effective Nov. 29, 2013, William A. Schmitz, chief executive officer of Arista Power will also become president of Arista Power. About Arista Power Rochester, N.Y.-based Arista Power, Inc., is a developer, manufacturer, and supplier of custom-designed power management systems, renewable energy storage systems, and a supplier and designer of solar energy systems. The Company's balance sheet at Sept. 30, 2013, showed $3.07 million in total assets, $4.48 million in total liabilities and a $1.41 million total stockholders' deficit. "Since its formation, the Company utilized funds generated from private placement offerings and debt to fund its product development and operations and has incurred a cumulative net loss of $26,831,824. The recurring losses from operations to date raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. ARMORWORKS ENTERPRISES: Squire Sanders Withdraws as Bankr. Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Arizona vacated the hearing on the motion to disqualify Squire Sanders (US) LLP as counsel for Armorworks Enterprises, LLC, et al., scheduled for Nov. 14, 2013, at 1:30 p.m. Squire Sanders had filed a notice of withdrawal and substitution of counsel of record for the Debtor. According to Squire Sanders, a "good faith disagreement" has arisen between Squire Sanders and AWI, and Quarles & Brady LLP will be substituting for Squire Sanders as counsel for AWI. Previously, the Debtor submitted a limited sur-reply to the motion to disqualify Squire Sanders filed by C Squared Capital. The Debtor said that with the sale transaction process now underway, AWI's right to choose counsel for the matter must not be impinged or subjected to tactical manipulation. Accordingly, AWI asked that the Court overrule the C Squared Parties' disqualification objection. As reported in the Troubled Company Reporter on Oct. 29, 2013, Law360 reported that creditor C Squared told an Arizona federal judge on Oct. 24 that Squire Sanders cannot represent ArmorWorks in its bankruptcy case in any capacity, holding that the firm served as counsel to C Squared in directly related matters. According to the Law360 report, the brief in support of disqualifying Squire comes a month after ArmorWorks lambasted its creditors' request to appoint a Chapter 11 bankruptcy trustee, claiming that such an interloper would unnecessarily disrupt reorganization efforts and lose the Arizona business millions of dollars. About ArmorWorks Enterprises Military armor systems provider ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17, 2013, along with a plan that resolves a dispute with a minority shareholder and $3.5 million of financing that would save the company from running out of cash. ArmorWorks develops advanced survivability technology and designs and manufactures armor and protective products. ArmorWorks has produced over 1.25 million ceramic armor and composite armor protection components for a variety of personnel armor, aircraft, and vehicle applications. The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency, Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as financial advisor. ArmorWorks estimated $10 million to $50 million in assets and liabilities. As of May 26, 2012, ArmorWorks had total assets of $30.9 million and total liabilities of $12.04 million. The Plan filed in the Debtors' cases would resolve the ongoing dispute with C Squared by allowing ArmorWorks to redeem C Squared's 40 percent minority interest, or alternatively, allow C Squared to purchase the 60 percent majority interest of AWI. ArmorWorks and TechFiber sought and obtained an order (i) transferring the In re TechFiber, LLC chapter 11 case to the Honorable Brenda Moody Whinery, the judge assigned to the ArmorWorks Chapter 11 case, and (ii) authorizing the joint administration of the Debtors' cases. BENTLEY PREMIER: Dec. 16 Hearing on Motion to Use Cash Collateral ----------------------------------------------------------------- The Bankruptcy Court will continue on Dec. 16, 2013, at 1:30 p.m., the hearing on Bentley Premier Builders LLC's motion for authorization to: 1. use cash collateral; 2. pay prepetition obligations of certain critical vendors and to amend interim cash collateral order and budget. As reported in the Troubled Company Reporter on Aug. 27, 2013, Judge Brenda Rhoades authorized the Debtor to use the cash collateral of its lenders, The Phillip M. Pourchot Revocable Trust and/or The Starside, LLC. The Bankruptcy Court agreed that the Debtor needs cash to enable it to pay necessary operating expenses, including fees, insurance premiums, utilities, among other things. As adequate protection for the Debtor's cash collateral use and any diminution in value in other collateral, the Lenders are granted a continuing and replacement security interest in all of the same property of the Debtor that it had pursuant to the Prepetition Loan Documents. In the event adequate protection to the Lenders is insufficient to protect the Lenders, then the Lenders' claim will have a priority under Sec. 507(b) of the Bankruptcy Code over all administrative expenses incurred in the Chapter 11 case. Counsel to the Lenders is: Mark E. Andrews, Esq. 1201 Elm Street, Suite 3300 Dallas, TX 75270 Tel: (214) 698-7819 Fax: (214) 698-7899 Golgart, et al., Removed as Directors In a separate ruling, Judge Rhoades granted the motion of the Chapter 11 trustee for Bentley Premier Builders to remove existing directors and appoint new directors to the Normandy Estates Homeowners Association. The Chapter 11 trustee sought to remove the current directors of the Normandy Estates Homeowners Association and appoint (1) Janice Cumberland; (2) David McGough (sic); and (3) the manager hired by the trustee to manage the business affairs of the Debtor. The motion is granted, in part, so that Sandy Golgart and Phil Pourchot are removed from their positions as directors of the Normandy Estates Homeowners Association; the remainder of the relief requested in the motion is denied. John T. Palter, Esq. at Palter Stokley Sims Wright PLLC, on behalf of party-in-interest Ms. Golgart, requested that the Court grant the trustee's motion in part by appointing Janice Cumberland as a director of the HOA, and deny the motion, in part, relating to the appointment of David McCough and Marc Powell as directors of the HOA or a chairman, and enter an order appointing an alternate person in good standing approved by the parties as directors of the HOA. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. Jason R. Searcy, the Chapter 11 trustee of Bentley Premier Builders LLC, tapped to employ Joshua P. Searcy, Esq., at Searcy & Searcy, P.C. as attorneys. BENTLEY PREMIER: Objections to Hiersche Hiring Resolved ------------------------------------------------------- Hiersche, Hayward, Drakeley & Urbach, P.C., has notified the Bankruptcy Court of a stipulation entered among Mark Smith Custom Homes, Inc., Peckham Custom Builders, Ltd., Don Chiles, Bill Loughborough, Teresa Loughborough, and Mark Pitts, resolving the objections to Bentley Premier Builders, LLC's bid to employ the Hiersche Hayward firm. The stipulation provides that: 1. The Higier firm's initial meeting with Ms. Golgart was on Aug. 14, 2013; and 2. Jason Rodriguez with the Higier firm called Jason Katz on Sept. 13, 2013, to inform Jason Katz that the Higier firm was not representing Ms. Golgart even if she paid the requested retainer after Sept. 13. On Nov. 15, Hiersche Hayward filed its omnibus reply to the objections to the Debtor's application to employ the firm as counsel, stating that: 1. no actual conflict exists; any possible future conflicts are now moot; 2. the disclosures made by Hiersche Hayward were adequate; 3. under the totality of the circumstances, Hiersche Hayward does not hold an interest adverse to the estate and is a disinterested person; and 4. the information requested by the Phillip M. Pourchot Revocable Trust has been provided. William T. Neary, the United States Trustee for Region 6, in his objection to the hiring, stated that Hiersche Hayward has been candid and forthcoming with the response to all of the questions he has raised. The U.S. Trustee believes Hiersche Hayward is not sufficiently disinterested under 11 U.S.C. Section 327 for the Court to grant the employment application. The U.S. Trustee admitted that any one of the items he relied on to disqualify Hiersche Hayward may not sufficiently demonstrate lack of disinterestedness, but contends that the indicia of irreconcilable conflict pre- and post-petition are overwhelming. As reported in the Troubled Company Reporter on Nov. 15, 2013, Hiersche Hayward filed a second supplement to the Debtor's application for an order authorizing the firm's employment as the Debtor's attorneys. Hiersche Hayward asked the Court to approve $13,000 as a postpetition retainer and allow the firm to keep the $13,000 in its IOLTA trust account until further Court order. Hiersche Hayward also disclosed that, among other things: 1. HHDU erroneously disclosed that it received $39,500 from the Debtor during the one year preceding the commencement of the bankruptcy case. HHDU actually received $62,258 from the Debtor during the one year preceding the commencement of the case. 2. The Debtor could not obtain a hearing on its application for temporary injunction to enjoin foreclosures on many of its properties in state court. 3. In the state court suit, HHDU represented Sandy W. Golgart in defending a conversion claim asserted by Phil Pourchot. Ms. Golgart and Mr. Pourchot are equity owners of the Debtor and are involved in litigation between themselves over issues involving the Debtor. The claim was for less than $20,000 actual damages and exemplary damages and was not supported by the evidence. HHDU also represented Ms. Golgart on a defamation claim against Mr. Pourchot. Nothing in HHDU's prepetition representation of Ms. Golgart was adverse to Bentley. 4. HHDU investigated Phillip Pourchot's claims made against Ms. Golgart and found no evidence to support them. Ms. Golgart made no claims against Bentley. There was no conflict. As reported in the TCR on Aug. 27, 2013, the firm's Gerald P. Urbach, Esq., and Jason M. Katz, Esq., are expected to provide legal services on matters involving financial restructuring and insolvency issues, including exploration of possible non- bankruptcy restructuring alternatives, as well as preparation of the requisite petitions, pleadings, exhibits, lists and schedules in connection with the commencement of the Chapter 11 case. Hiersche Hayward has advised that the representation of the Debtor will involve fees and expenses of more than $13,000 and the firm expects to be paid for future fees and expenses out of the Debtor's operations, after appropriate Court order. To the best of the Debtor's knowledge, Hiersche Hayward does not have any connection with, or any interest adverse to, the Debtor, its creditors, or any other party-in-interest or their respective attorneys and accountants, or the U.S. Trustee for the Eastern District of Texas. Accordingly, Hiersche Hayward and its professionals are "disinterested persons" as the term is defined under Sec. 101(14) of the Bankruptcy Code. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. Jason R. Searcy, the Chapter 11 trustee of Bentley Premier Builders LLC, tapped to employ Joshua P. Searcy, Esq., at Searcy & Searcy, P.C. as attorneys. BENTLEY PREMIER: Searcy & Searcy Approved as Trustee's Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Texas authorized Jason R. Searcy, Chapter 11 trustee for Bentley Premier Builders, LLC, to employ Searcy & Searcy, P.C. as his counsel. As reported in the Troubled Company Reporter on Nov. 18, 2013, Searcy & Searcy is expected to, among other things: (a) advise and consult with the Trustee concerning questions arising in the conduct of the administration of the estate and concerning the Trustee's rights and remedies with regard to the estate's assets and claims of secured, preferred and unsecured creditors and other parties in interest; (b) appear for, prosecute, defend and represent the Trustee's interest in suits or legal matters arising in or related to this case; and specifically to appear for and represent the Trustee with respect to liquidation of non-exempt real and personal property, review of proofs of claim filed in the case and prepare subsequent objections that are necessary; and (c) assist in the preparation of such pleadings, motions, notices and orders as are required for the orderly administration of this estate. Searcy & Searcy will be paid at these hourly rates: Jason R. Searcy $400 Joshua P. Searcy $250 Callan C. Searcy $200 Paraprofessionals $100 Searcy & Searcy will also be reimbursed for reasonable out-of- pocket expenses incurred. Jason R. Searcy, shareholder and partner of Searcy & Searcy, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. Jason R. Searcy, the Chapter 11 trustee of Bentley Premier Builders LLC, tapped to employ Joshua P. Searcy, Esq., Searcy & Searcy, P.C. as attorneys. BENTLEY PREMIER: Ch.11 Trustee Withdraws Bid to Employ Marc Powell ------------------------------------------------------------------ Jason R. Searcy, Chapter 11 trustee for Bentley Premier Builders, LLC, has withdrawn his application filed on Oct. 31, 2013, to employ Marc Powell. Party-in-interest Sandy Golgart objected to the trustee's application to employ Mr. Powell. Ms. Golgart, as 50% owner of the Debtor, explained that: 1. the Debtor has not regularly employed a professional person on salary to perform the services as the business manager for the Debtor's ongoing business operations to manage and control all aspects of the sales of lots, development of real property, and construction of homes, the position for which Mr. Powell is to be appointed. Rather, Ms. Golgart as member, has performed all services without salary; 2. the waiver afforded under Local Rule of Bankruptcy Procedure 2014(e) is not applicable in the case. Mr. Powell was not a, "Professional on the payroll of an operating business at the time of the order for relief." 3. Mr. Powell's verified statement failed to fully and accurately set forth Mr. Powell's connections with inter alia, Debtor, creditors, and any other party in interest or their respective attorneys and accountants. As reported in the Troubled Company Reporter on Nov. 18, 2013, the Chapter 11 trustee asked for permission from the Bankruptcy Court to employ Marc Powell as business manager for the Debtor's ongoing business operations. Mr. Powell would manage and control all aspects of the sale of lots, development of real property, and construction of homes. The Chapter 11 trustee proposed this pay package for Mr. Powell: (a) $11,000 per month to be paid every two weeks; (b) gasoline allowance of $400 per month; (c) cell phone allowance of $100 per month; and (d) commission for each Debtor's lots sold and closed during his term of employment in the amount of 3% if no other realtor or broker is involved and 1.5% if another realtor or broker is involved in the sale. However, if the sale contract is executed during the term of Mr. Powell's employment and the closing of the sale does not occur until after Mr. Powell's employment ceased, then Mr. Powell will still be entitled to the commission in the amounts set forth herein. Mr. Powell has assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Bentley Premier Bentley Premier Builders, LLC, is a Texas limited liability company in the business of real estate development and building custom houses. It filed a Chapter 11 petition (Bankr. E.D. Tex. Case No. 13-41940) on Aug. 6, 2013 in Sherman, Texas. Judge Brenda Rhoades presides over the case. Gerald P. Urbach, Esq., and Jason A. Katz, Esq., at Hiersche, Hayward, Drakeley & Urbach, P.C., in Addison, Texas, serve as counsel. The Debtor disclosed $35,793,857 in assets and $30,428,782 in liabilities as of the Chapter 11 filing. Jason R. Searcy, the Chapter 11 trustee of Bentley Premier Builders LLC, tapped to employ Joshua P. Searcy, Esq., Searcy & Searcy, P.C. as attorneys. BIOFUEL ENERGY: Lenders Exercise Rights to Acquire Ethanol Plants ----------------------------------------------------------------- Biofuel Energy Corp. confirmed that is has been notified by the lenders under its existing senior secured credit facility that they have exercised their right under their Deed In Lieu of Foreclosure Agreement to acquire the Company's ethanol plants. It was also informed that an entity formed by the lenders for that purpose has completed the previously announced sale of those plants to Green Plains Renewable Energy, Inc. The Company has not been provided with a copy of the lenders' definitive agreement with Green Plains. Under the terms of the Deed in Lieu, the lenders were to extinguish all of the amounts due under the credit facility, which as of Sept. 30, 2013, totaled $177 million in principal and interest, and were to assume or satisfy substantially all of the remaining liabilities of the Company's subsidiaries that were parties to the credit agreement. As of Oct. 31, 2013, the Company had approximately $9.2 million of unrestricted cash on hand, and expects to receive sale proceeds and the return of certain deposits or other restricted cash of approximately $3 to $5 million. Upon receipt of those proceeds and recoveries, and payment of certain corporate severance and other obligations, the Company expects to retain approximately $10 to $11 million of unrestricted cash. It has not yet been determined whether, or how, this cash will be reinvested by the Company in another enterprise or returned to shareholders in a liquidation or other transaction. The Company also expects to maintain its federal net operating loss carryforwards of approximately $250 million, to the extent such NOL carryforwards are not extinguished as a result of the recognition of income resulting from the cancellation of indebtedness under the Deed in Lieu. The Company's ability to use its NOL carryforwards may be limited and will depend on, among other things, the amount of taxable income the Company generates in future periods About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy disclosed a net loss of $46.32 million on $463.28 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $10.36 million on $653.07 million of net sales during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $233.47 million in total assets, $193.01 million in total liabilities and $40.45 million in total equity. Grant Thornton LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company incurred a net loss of $46.3 million during the year ended Dec. 31, 2012, is in default under the terms of the Senior Debt Facility, and has ceased operations at its Fairmont ethanol facility. These conditions, among other matters, raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Although the Company intends to diligently explore and pursue any number of strategic alternatives, we cannot assure you that it will be able to do so on terms acceptable to the Company or to the lenders under the Senior Debt Facility, if at all. In addition, in either the case of a transfer of the assets of the Operating Subsidiaries to the lenders under the Senior Debt Facility or a sale of one or both of our plants ... we cannot assure you as to what value, if any, may be derived for shareholders of the Company from such transfer or sale. The lenders under the Senior Debt Facility could also elect to exercise their remedies under the Senior Debt Facility and take possession of their collateral, which could require us to seek relief through a filing under the U.S. Bankruptcy Code," according to the Company's annual report for the year ended Dec. 31, 2012. CAL-BAY INT'L: Has Not Filed Bankruptcy, Seeks OTC Retraction ------------------------------------------------------------- Cal-Bay International, Inc. on Dec. 2 released the following clarification statement regarding the downgrade to "Caveat Emptor" status by OTC Markets. OTC Markets recently downgraded Cal-Bay from Limited Information to Caveat Emptor on their reporting system based on an unsubstantiated report from an Investors Hub message board person that Cal-Bay International had filed and was in fact in Bankruptcy. Without any verification from the company or the Federal Bankruptcy courts OTC Markets immediately downgraded Cal-Bay to Caveat Emptor and promptly removed the company from its quote system. Cal-Bay immediately notified OTC Markets, the company had not nor ever has filed for Bankruptcy and has no intent to file Bankruptcy. OTC Markets has been put on official notice by the company of the devastating effects to the company's investors and their stock holdings and the irreparable harm caused to the company by their action. OTC Markets written response to Cal-Bay sights justification for the action by relying on a personal Bankruptcy filed by a former company President, which is a non-associated issue with Cal-Bay as a Company. The Company has filed a declaration to OTC Markets regarding the alleged Bankruptcy issue demanding a retraction for the unsubstantiated action. In the event of no retraction and restoration of status to Limited Information, Cal-Bay will have no choice other than to file suit against OTC Markets for the damage caused by their unwarranted action. Further civil action will be taken against Investors Hub and the posters with documented prior knowledge of the OTC Markets event for fraud, stock manipulation. Initial investigations identified the "Message Board Poster(s) with "IP" addresses in the Long Beach CA area, who have since been identified by name. The information has now been passed along to the regulatory authorities. The investigations are continuing. Cal Bay International, Inc. engages in the acquisition, development, management, sale, and rental of commercial or residential properties in the United States. It also provides consulting services to individuals and/or businesses. The company was formerly known as Cal-Bay Controls, Inc. and changed its name to Cal Bay International, Inc. in March 2001. Cal Bay International, Inc. was founded in 1998 and is based in Las Vegas, Nevada. CANCER GENETICS: Deerfield Mgmt Held 4% Equity Stake at Oct. 23 --------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Deerfield Mgmt, L.P., and its affiliates disclosed that as of Oct. 23, 2013, they beneficially owned 354,180 shares of common stock of Cancer Genetics, Inc., representing 4.01 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/tgXKtV About Cancer Genetics Rutherford, N.J.-based Cancer Genetics, Inc., is an early-stage diagnostics company focused on developing and commercializing proprietary genomic tests and services to improve and personalize the diagnosis, prognosis and response to treatment (theranosis) of cancer. "The Company has suffered recurring losses from operations, has negative working capital and a net capital deficiency that raise substantial doubt about its ability to continue as a going concern," according to the Company's quarterly report for the period ended March 31, 2013. The Company's balance sheet at Sept. 30, 2013, showed $14.30 million in total assets, $9.42 million in total liabilities and $4.88 million in total stockholders' equity. CENTRIC HEALTH: DBRS Confirms 'B(high)' Issuer Rating ----------------------------------------------------- DBRS Inc. has confirmed the Issuer Rating and Senior Secured 2nd Lien Notes rating of Centric Health Corporation (Centric or the Company) at B (high), and changed the trend to Negative from Stable. The Senior Secured 2nd Lien Notes continue to have a recovery rating of RR4. The rating action reflects DBRS's concern that weaker-than-expected operating performance through Q3 2013 could result in the Company's credit risk profile weakening beyond a level considered consistent with the current rating category. In addition, performance will be further challenged by recent Government of Ontario changes to the Ontario Health Insurance Plan (OHIP) funding model for publicly-funded physiotherapy in long- term care and retirement homes. Should Centric be successful in gaining traction toward improving operating performance and achieving sustainable EBITDA above the $50 million level and a platform for continued growth by the end of 2014, the trend could be changed to Stable. However, should operating performance remain challenged through the course of 2014 resulting in flat or declining EBITDA, a downgrade of Centric's ratings will likely result. On April 9, 2013, DBRS assigned an Issuer Rating of B (high) with a Stable trend to Centric and stated its expectation that the Company's earnings profile should strengthen as the Company shifted its focus from completing acquisitions to integration, organic growth and cost-saving initiatives. DBRS believed the Company could reach EBITDA of $50 million to $55 million in the near term. Since then, the Company has released results through Q3 2013 which included a moderate increase in revenues to approximately $457 million for the last 12 months (LTM) ended Q3 2013 versus $437 million in 2012, while earnings remained flat versus the same period the previous year at approximately $42.5 million. That said, credit metrics improved modestly - i.e., debt-to-EBITDA of 5.95 times (x) or 4.83x excluding convertible securities (DBRS considers credit metrics with and without convertible securities as all convertible securities are subordinate in right of payment to any senior indebtedness and all but one (which totals $5 million) carry at least the option to satisfy interest and payment upon maturity in the form of common shares) versus DBRS estimates of 6.5x and 5.1x, respectively, at the time of the issuance of the Company's Senior Secured 2nd Lien Notes. The Company's failure to improve earnings despite solid operating performance in its Physiotherapy (non-Senior Wellness), Pharmacy and Assessments segments can be attributed to weaker-than-expected results in three operating segments: Physiotherapy (Senior Wellness), Retail and Home Medical Equipment and Surgical and Medical Centres: (1) Physiotherapy (38% of total revenue and 56% of EBITDA): On August 22, 2013, a judicial review by the Ontario Divisional Court ruled that the Ontario Ministry of Health and Long-Term Care could implement changes to the OHIP funding model for publicly-funded physiotherapy provided in long-term care and retirement homes. The changes, which took effect immediately upon the rendering of the decision, negatively affect the Senior Wellness component of Centric's Physiotherapy segment by up to $27 million of revenue (representing 6% of consolidated revenue) and $6.5 million of EBITDA annually (calculated on an LTM basis as of Q2 2013) before taking into account the offsetting impact of the Company's actions to mitigate the effects of the change. (2) Retail and Home Medical Equipment (25% of revenue and 13% of EBITDA): Despite revenue growth (partially attributable to the acquisition of Motion Specialties in Q1 2012), slower than expected integration and streamlining efforts (i.e., IT, inventory, day-to-day activities ) and investments in revenue generating personnel for initiatives with a longer sales cycle negatively affected margins. (3) Surgical and Medical Centres (7% of revenue and 4% of EBITDA): Performance of the segment was significantly below expectations for the first nine months of 2013 (despite signs of stability in Q3 2013), negatively affected by low utilization of operating room capacity and its Sarnia operations as the Company undertook management changes including the departure of the primary surgeon for the location. In response to the challenges in the above listed segments, the Company plans to and is currently undertaking a number of initiatives to improve operating performance going forward, including head-count reduction, integrated IT systems and centralizing inventory in Retail and Home Medical, the recruitment and hiring of new surgeons and physicians for its Sarnia facility in Surgical and Medical Equipment and exploring reimbursement alternatives as well as implementing a cost containment program in the Physiotherapy segment. Should such initiatives be successful in helping Centric gain traction toward improving operating performance and achieving sustainable EBITDA above the $50 million level and a platform for continued growth by the end of 2014, the trend could be changed to Stable. DBRS continues to believe that potential for improvement in credit metrics will be based primarily on growth in EBITDA as the Company is expected to use any free cash flow to invest in growth rather than to repay debt or provide cash returns to shareholders. On the other hand, should operating performance remain challenged through the course of 2014 resulting in flat or declining EBITDA, a downgrade of Centric's ratings will likely result. CAMBRIDGE HEART: Rod de Greef, Haghighi-Mood Resign from Board -------------------------------------------------------------- Roderick de Greef resigned from the Board of Directors of Cambridge Heart, Inc., effective Nov. 4, 2013. Prior to his resignation, Mr. de Greef was serving as Chairman of the Board of Directors of the Company and also as interim president and treasurer of the Company, on an unpaid basis. Mr. de Greef did not resign over any disagreement with the Company's Board of Directors or its management. In addition, effective Nov. 20, 2013, Ali Haghighi-Mood resigned from the Board of Directors of the Company. Mr. Haghighi-Mood did not resign over any disagreement with the Company's Board of Directors or its management. As of Nov. 6, 2013, 100,112,960 shares of the Company's common stock were outstanding. On an as-converted basis, the Company has 124,659,416 shares of common stock issued and outstanding, including 100,112,960 shares of common stock issued, 4,180,602 shares issuable upon conversion of the Series C-1 Convertible Preferred Stock and 20,365,854 shares issuable upon conversion of the Series D Convertible Preferred Stock. About Cambridge Heart Tewksbury, Mass.-based Cambridge Heart, Inc., is engaged in the research, development and commercialization of products for the non-invasive diagnosis of cardiac disease. In its report on the financial statements for the year ended Dec. 31, 2011, McGladrey & Pullen, LLP, in Boston, Massachusetts, expressed substantial doubt about Cambridge Heart's ability to continue as a going concern. The independent auditors noted that of the Company's recurring losses, inability to generate positive cash flows from operations, and liquidity uncertainties from operations. The Company reported a net loss of $5.40 million in 2011, compared with a net loss of $5.17 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $1.25 million in total assets, $5.51 million in total liabilities, $12.74 million in convertible preferred stock, and a $17 million total stockholders' deficit. COLUMBUS EXPLORATION: Ira Kane Appointed as Receiver ---------------------------------------------------- The Franklin County Court of Common Pleas has appointed Ira O. Kane as receiver to operate Recovery Limited Partnership and Columbus Exploration, LLC. Each creditor or other claimant of RLP or CX that wishes to receive any recovery in respect of such claim(s) must submit a proof of claim, together with any and all pertinent information and documentation establishing the validity of the claim, to: Ira O. Kane Receiver 41 S. High St., Suite 3500 Columbus, Ohio 43215 Tel: 614-324-5085 Submissions by creditors and other claimants must be received by the Receiver at the above address no later than 5 p.m. EST on January 7, 2014, or the creditor or claimant will be forever barred from any recovery in respect of its claim(s). Claims will be evaluated solely on the basis of the submissions to the Receiver. Limited partners of RLP or members of CX need not respond to this notice with respect to their equity interests in RLP or CX; however, limited partners of RLP or members of CX that wish to assert other claims against RLP or CX must respond to this notice by the Jan. 7, 2014 bar date to receive any recovery on such claims. CORNERSTONE HOMES: Seeks Plan Exclusivity Extension --------------------------------------------------- Cornerstone Homes Inc. filed an application for an extension of the period in which it has the exclusive right to propose and obtain confirmation of a plan of reorganization. A hearing on the application is slated for Dec. 12, 2013, at 1:00 p.m. in bankruptcy court in Rochester, New York. The bankruptcy judge in August 2013 entered an order adjourning the hearing date on the Debtor's prepackaged plan indefinitely. The Debtor tells the Court that since the adjournment, it has provided the statutory committee of unsecured creditors and the U.S. Securities and Exchange Commission with discovery and awaited their objections to the Plan and the explanatory disclosure statement. David L. Rasmussen, Esq., at Davidson Fink LLP, counsel to the Debtor, says that the proposed plan is viable because it proposes to pay the secured creditors in full under the terms currently governing the Debtor's obligations to them and proposes to pay the unsecured creditors more than they would receive in a liquidation sale of the Debtor's assets. According to Mr. Rasmussen, the best evidence of the Plan's viability is the overwhelming acceptance rate it received prepetition. He adds that while the U.S. Trustee objected to the disclosure statement on limited grounds, no objections have been made to the confirmation of the Plan. However, according to Mr. Rasmussen, the Creditors Committee and the SEC have delayed resolution of this case: -- First, the Creditors Committee and SEC insisted on large extensions to the deadlines for filing proofs of claim in the case. They were extended to Nov. 27, 2013 and Jan. 14, 2014 for creditors' claims and governmental claims respectively. -- Second, the Committee submitted exhaustive document requests to which the Debtor provided preliminary responses. The Debtor continues to collect and prepare documents for production to the Committee. -- Third, the Committee filed a motion to appoint a trustee on Nov. 22, 2013. The parties have not met to negotiate any resolution of that motion. That motion is returnable on Dec. 12, 2013 at 1:00 p.m. The Debtor notes that the SEC and Committee have not yet filed written objections to the Plan and Disclosure Statement. Until those objections are raised, the Debtor cannot move forward with the negotiation of those objections. Mr. Rasmussen tells the Court that there are a few unresolved contingencies in this case. The Debtor objected to the claim filed by the Internal Revenue Service, which it hopes to be able to resolve. There are contingent claims by New York State relating to a gas or oil well on one of the Debtor's properties and the requirement that the Debtor pay certain insurances or taxes for independent contractors. The New York State Department of Labor recently issued a decision absolving the Debtor of liability regarding independent contractors. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. The company owns 728 properties, with approximately 400 subject to land contracts. Cornerstone Homes Inc., a homebuilder from Corning, New York, filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. D & L ENERGY: Wins Approval for $2-Mil. ITG Financing ----------------------------------------------------- Judge Kay Woods entered an order authorizing D & L Energy, Inc., and Petroflow, Inc., to obtain postpetition secured financing of up to $2.0 million from ITG Taxable Fund LLLP. The DIP financing is critical to the Debtors' ability to consummate a sale of substantially all assets. The funding will allow the Debtors to satisfy their current and ongoing operating expenses, pay certain administrative costs, and pay certain costs and incurred with respect to the sale and closing process. The maturity date will be 23 months after the date of the initial funding. Interest rate will be 10% p.a. Default interest will be 14% p.a. The DIP lender is represented by: Melissa Macejko, Esq. SUHAR & MACEJKO, LLC 29 E. Front St., 2nd Floor P.O. Box 1497 Youngstown, OH 44501-1497 Tel: (330) 744-9007 Fax: (330) 744-5857 E-mail: mmacejko@suharlaw.com About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. D & L ENERGY: Wants Plan Filing Exclusivity Until Feb. 10 --------------------------------------------------------- D & L Energy, Inc., and Petroflow, Inc., ask the bankruptcy court to extend their exclusive period to file a Chapter 11 plan until Feb. 10, 2014, and the exclusive period to solicit acceptances of that plan until April 11, 2014, without prejudice to their right to seek further extensions. This is the Debtors' second motion to extend exclusivity. Kathryn A. Belfance, Esq., at Roderick Linton Belfance LLP, explains that the Debtors in September 2013 filed two motions seeking approval to sell substantially all of its assets and approving sale procedures with respect to the sale. Since that date, the Debtors have focused substantially all of its efforts working diligently and expeditiously to market and ready its assets for a sale in November 2013. According to Ms. Belfance, one aspect of readying and preserving the Debtors' assets for sale was reviewing each of the oil and gas leases in order to file omnibus motions with respect to the leases seeking a determination that said leases do not fall within the scope of 11 U.S.C. Sec. 365, or alternatively, seeking to assume the same prior to the deadline set forth in Sec. 365(d)(4). Due to the sheer volume of leases in which Debtor is lessee, the effort of reviewing and categorizing each of the leases required a significant amount of Debtors' resources. The Debtors believe that the auction for substantially all of assets will generate sufficient proceeds to satisfy its creditors in full. While the Debtors continue to work diligently and expeditiously towards an orderly reorganization, they presently require additional time to explore its restructuring alternatives. Contingencies Ms. Belfance also notes that "cause" exists to extend exclusivity because the Debtors need additional time to resolve various contingencies before it can finalize any viable plan. The Debtors require additional time to evaluate the proofs of claim that have been timely filed, along with any claims or cure amounts that arise while the Debtors attempt to assume, if necessary, any contracts and unexpired leases, including oil and gas leases which cover 5,200 parcels of real estate. In light of the size and complexity of the Chapter 11 cases, the discussions with the creditors committee, and the ongoing efforts to quantify the Debtors' total liabilities, additional time is needed for the Debtor to develop and negotiate a plan and to prepare a disclosure statement, Ms. Belfance tells the Court. About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. D & L ENERGY: Resource Land's $20.4MM Offer Wins Auction -------------------------------------------------------- D & L Energy, Inc., conducted an auction for substantially all assets last month, and Resource Land Holdings emerged the winning bidder, according to a court filing by the Debtor's partner in a joint venture for the drilling and operation of gas wells in Pennsylvania and Ohio. Atlas Resources, LLC, party to a joint venture agreement signed with the Debtor in January 2005, says Resource Land had agreed to purchase all of the assets of the Debtors, except for Disposal Well No. 4, for $20.4 million. Atlas said in the Nov. 18 filing that D&L has not made any public filings or announcements in connection with the sale to Resource and has not circulated the proposed APA or the related schedules. As a result, Atlas still cannot confirm what assets Resource is acquiring, including but not limited to the Atlas Wells. Assuming Resource is acquiring the Atlas Wells, Atlas does not intend to exercise its right of first refusal or its right to assume operations of the Atlas Wells at this time. Atlas filed a limited objection to the proposed sale as a precaution, and to confirm, among other things, that the JV agreement, and Atlas' working interests are not adversely affected by the sale. According to Atlas, the auction for the assets was held last month. Qualified bids were due on Nov. 1, 2013. Despite never announcing how many qualified bids had been received, on Nov. 13, the Debtor attempted to hold an auction. The auction was continued until Nov. 16 because at 4:40 p.m. on the afternoon Nov. 13, the Debtor announced that it had a new bidder and needed additional time to negotiate with the new bidder. Atlas is represented by: Christopher B. Wick, Esq. Rocco I. Debitetto, Esq. Emily W. Ladky, Esq. HAHN LOESER & PARKS, LLP 200 Public Square, Suite 2800 Cleveland, OH 44114 Tel: (216) 621-0150 Fax: (216) 241-2824 E-mail: cwick@hahnlaw.com ridebitetto@hahnlaw.com eladky@hahnlaw.com Landowner's Objection Oscar Sterle, M.D., a land owner in Trumbull County who has a lease with D&L, filed a limited objection to alert any potential purchaser to his interest and his pending motion for relief from stay. Sterle is asking the bankruptcy court for relief from stay to allow him to proceed in a lawsuit seeking a declaratory judgment that the lease entered into with the Debtor was null and void. Sterle wants the lease excluded from the sale. About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. DETROIT, MI: Multiple Objections to Postpetition Financing Filed ---------------------------------------------------------------- BankruptcyData reported that multiple parties -- including Syncora Guarantee, the Center for Community Justice and Advocacy, the General Retirement System of the City of Detroit, the Police and Fire Retirement System of the City of Detroit and National Public Finance Guarantee -- filed with the U.S. Bankruptcy Court separate objections to the City of Detroit's motion for a final order (I) approving post-petition financing, (II) granting liens and providing super-priority claim status and (III) modifying the automatic stay. National Public Finance Guarantee explains, "National is a municipal bond insurer and a creditor and party in interest in this chapter 9 proceeding. In particular, National has insured several bonds totaling approximately $2.4 billion issued by the City of Detroit (the 'City') and City authorities, including unlimited tax general obligation bonds, water supply system bonds, and sewage disposal system bonds. These bonds represent long-term obligations of the City. With this significant stake in Detroit's success, National has a strong financial interest in seeing the City stabilize and thrive. National files this Objection primarily to address two (2) concerns: (i) the City should be transparent in terms of how it spends the Quality of Life Bonds proceeds (at the City's proposed pace of $20 million per month) to enable Detroit's stakeholders to determine whether or not the borrowed funds are being used on essential City services; and (ii) if the Court approves the Postpetition Financing, the Proposed Order should clarify that any section 364(c)3 superpriority claim granted in favor of the Purchaser, Indenture Trustee or Bondholders shall not be satisfied or payable from the proceeds (the 'Restricted Funds') of ad valorem taxes levied or pledged specifically to secure repayment of the unlimited tax general obligation bonds (collectively, the 'Unlimited Tax Bonds'), pending resolution of the issues raised in the Adversary Proceeding....The Financing Motion should be denied unless the concerns regarding reporting, and the clarification related to the Restricted Funds raised by this Objection are resolved." About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Lighting Ruling Put Off Amid Possible Atty. Conflict ----------------------------------------------------------------- Reuters reported that the judge overseeing Detroit's bankruptcy case postponed deciding whether the city can redirect utility tax revenue to help fix its broken street lights, citing a potential conflict of interest among attorneys representing the city's Public Lighting Authority. According to the report, law firm Miller Canfield represents the lighting authority, but also represents Detroit in other matters in the city's bankruptcy proceedings. U.S. Bankruptcy Judge Steven Rhodes asked attorneys from all parties involved to submit briefs by December 4 to address the potential conflict of interest and whether Miller Canfield should be disqualified from representing the Public Lighting Authority, the report related. He said he will subsequently issue a written ruling. The potential conflict came to light when attorney Jonathan Green, a lawyer for Miller Canfield who represented the lighting authority in proceedings before Judge Rhodes, introduced himself in court, the report said. "It was most unfortunate that this issue came to the court's attention in the way that it did because it's going to result in an unnecessary delay," Judge Rhodes said, the report cited. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DEWEY STRIP: Has Until Jan. 6 to Propose Chapter 11 Plan -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended Dewey Strip Holdings, LLC, et al.'s exclusive periods to file a chapter 11 plan until Jan. 6, 2014, and solicit acceptances for the Plan until March 7. As reported in the Troubled Company Reporter on Oct. 24, 2013, according to the Debtors, the "modest" extension of the exclusive periods will afford them and their stakeholders an adequate "runway" to follow through on the plan process in the event that any course corrections are warranted, without the risk of the substantial additional costs and disruption that could follow an expiration of either of the exclusive periods. The Debtors also told the Court there are unresolved contingencies during their initial exclusive periods that they continue to work to resolve, including through the proposed Plan. As reported in the TCR on Sept. 25, 2013, the Debtors filed with the Bankruptcy Court on Sept. 10, 2013, a joint plan of reorganization and accompanying disclosure statement. On the Confirmation Date, Manchester Leasing Inc. will make a cash capital contribution to each Reorganized Debtor in an amount sufficient to pay in full all unclassified claims (administrative and priority claims). The Plan classifies five claim classes -- Class 1 Senior Secured Claim of Senior Secured Lenders; Class 2 Junior Lien Claim of Junior Lienholders; Class 3 General Unsecured Claims; Class 4 Unsecured Affiliate Claims of each of the Debtors; and Class 5 Equity Interest Holders. Holders of Class 2 through 5 Claims will receive no distribution under the Plan. Only the Class 2 Secured Lenders Claim will be entitled to vote on the Plan. As of the Petition Date, the Senior Secured Lenders have a $215,000,000 claim against the Debtors. The Plan was signed by Martin H. Walrath, IV. A full-text copy of the Disclosure Statement dated Sept. 9, 2013 is available for free at http://bankrupt.com/misc/DEWEYSTRIP_DSSept9.PDF About Dewey Strip Las Vegas, Nevada-based Dewey Strip Holdings LLC and Las Vegas North Strip Holdings Syndications Group LLC sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11479 and 13-11480) on June 7, 2013, in Delaware, without stating a reason. Each debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million in assets and at least $100 million in liabilities. In its schedules, Dewey Strip Holdings disclosed $35,000,000 and $243,573,461 in liabilities as of the Petition Date. The petitions were signed by Martin H. Walrath, IV, vice-president of International Property Syndications, Ltd., as manager and sole member. Neal L. Wolf, Esq., Mohsin N. Khambati, Esq., John A. Benson, Jr., Esq., Michael R. Wanser, Esq. and Sandy Holstrom, Esq. of Neal Wolf & Associates, LLC, act as bankrupty counsel to the Debtors. Steven K. Kortanek, Esq., Thomas M. Horan, Esq., and Ericka F. Johnson, Esq., at Womble Carlyle Sandridge & Rice, LLP, serve as co-counsel. DIRK M MAYBERRY: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Dirk M Mayberry Inc. 9616 Gravelly Lake Dr Lakewood, WA 98499 Case No.: 13-47409 Chapter 11 Petition Date: December 1, 2013 Court: United States Bankruptcy Court Western District of Washington (Tacoma) Judge: Hon. Paul B. Snyder Debtor's Counsel: Jason E Anderson, Esq. LAW OFFICE OF JASON E ANDERSON 8015 15th Ave NW Ste 5 Seattle, WA 98117 Tel: 206-706-2882 Email: jason@jasonandersonlaw.com Total Assets: $1.24 million Total Liabilities: $1.17 million The petition was signed by Dirk M Mayberry, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. DUMA ENERGY: Director Jeremy Driver Resigns ------------------------------------------- The board of directors of Duma Energy Corp. accepted the resignation of Jeremy G. Driver as director effective on Nov. 22, 2013. Mr. Driver continues to serve as the Company's vice- president of acquisitions. Effective on Nov. 25, 2013, the board of directors of Duma Energy Corp. accepted the resignation of Sarah Berel-Harrop as secretary. Ms. Berel-Harrop continues to serve as the Company's treasurer, chief financial officer and chief accounting officer. Effective on Nov. 25, 2013, the board of directors of Duma Energy Corp. appointed Joel Seidner as secretary and chief legal officer, both non-executive officer positions. As a result of the above-referenced resignation and appointment, the Company's current directors and Executive Officers are as follows: Name Position ---- -------- Pasquale V. Scatturo Chief Executive Officer and a director Charles F. Dommer President Kent P. Watts Chairman and a director S. Chris Herndon Director Sarah Berel-Harrop Treasurer and Chief Financial Officer About Duma Energy Corpus Christi, Tex.-based Duma Energy Corp. -- http://www.duma.com/-- formerly Strategic American Oil Corporation, is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Duma Energy incurred a net loss of $40.47 million on $7.07 million of revenues for the year ended July 31, 2013, as compared with a net loss of $4.57 million on $7.16 million of revenues during the prior year. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. EDENOR SA: General Extraordinary Meeting Set on December 20 ----------------------------------------------------------- EDENOR S.A. delivered to the U.S. Securities and Exchange Commission: (i) Board of Directors? Meeting's Minutes dated Nov. 20, 2013, resolving to call a General Extraordinary Shareholders' Meeting to be held on Friday Dec. 20, 2013, at 11:30 AM, at Ortiz de Ocampo 3302, Building 4, Ground Floor, City of Buenos Aires; and (ii) copy of the Call to Meeting. A full-text copy of the Minutes is available for free at http://is.gd/swZUp4 About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion of revenue from sales for the year ended Dec. 31, 2012, as compared with a net loss of ARS291.38 million on ARS2.80 billion of revenue from sales for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72 billion in total assets, ARS 6.50 billion in total liabilities and ARS 1.21 billion in total equity. ELBIT IMAGING: Unsecured Creditors OK Refinancing Agreement ----------------------------------------------------------- Elbit Imaging Ltd. announced the results of the meeting of the Company's unsecured financial creditors that voted on the general terms of agreement to be entered into with Bank Hapoalim B.M. The adjusted plan of arrangement which was approved by creditors representing approximately 97 percent of the unsecured financial debt of the Company includes, among other things, a condition precedent that an understanding, approved by holders holding more than 50 percent of the aggregate voting power participating in a meeting of the unsecured financial creditors (excluding abstentions), will be reached between the Company and the Bank. At the Meeting, unsecured financial creditors holding approximately 70.6 percent of the aggregate voting power that have participated in the Meeting, voted in favor of the Proposed Refinancing and accordingly the approvals or consents of the unsecured financial creditors as required for the fulfillment of the Condition Precedent have been obtained. The Arrangement remains subject to the approval of the Court and some other conditions. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. As of June 30, 2013, the Company had NIS5.80 billion in total assets, NIS5.19 billion in total liabilities and NIS613.57 million in shareholders' equity. Since February 2013, Elbit has intensively endeavoured to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELCOM HOTEL: Deal Pegs Residential Association's Claim at $5MM -------------------------------------------------------------- Collins Ave. Residential Condominium Association, Inc., notified the U.S. Bankruptcy Court for the Southern District of Florida that as a result of the communications between Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, and Residential Association, reached a stipulation for the purposes of claims estimation only. The parties have agreed that the Residential Association's proof of claim will be deemed to be $5 million for plan voting purposes. In this relation, the hearing scheduled for the Residential Association's motion to estimate claim will not be held, and the issue with respect to the estimation of the Residential Association's proof of claim is now moot. About Elcom Hotel Elcom Hotel & Spa LLC and Elcom Condominium LLC sought Chapter 11 protection (Bankr. S.D. Fla. Case Nos. 13-10029 and 13-10031) on Jan. 2, 2013, with plans to sell their hotel and condominium property. Elcom Condominium owns nine of the hotel condominium units at the One Bal Harbor Resort & Spa. The resort is located on five acres of land in Bal Harbor, Florida. The building and improvements consist of 185 luxury residential condominium units and 124 hotel condominium units. Elcom Hotel owns the hotel lot. Elcom Hotel disclosed $10,378,304 in assets and $20,010,226 in liabilities as of the Chapter 11 filing. The Debtor owes OBH Funding, LLC, $1.8 million on a mortgage and F9 Properties, LLC, formerly known as ANO, LLC, $9 million on a mezzanine loan secured by a lien on the ownership interests in the project's owner. OBH Funding and ANO are owned by Thomas D. Sullivan, the manager of the Debtors. Corali Lopexz-Castro, Esq., of Kozyak Tropin & Throckmorton, P.A., represent the Debtors as bankruptcy counsel. Duane Morris LLP is the special litigation, real estate, and hospitality counsel. Algon Capital, LLC, d/b/a Algon Group's Troy Taylor is the Debtors' chief restructuring officer. Barry E. Mukamal and Marcum, LLP serve as accountants and financial advisors. The Barthet Firm is the special litigation collections counsel. Elcom Hotel & Spa, LLC, and Elcom Condominium, LLC, late last week submitted a revised disclosure statement filed in conjunction with its proposed liquidating plan. The revised disclosure statement indicates that unsecured creditors are still divided into two classes under the Plan. The Plan contemplates that holders of general unsecured claims (expected to total $14 million to $79.1 million) will have a recovery of 0% to 18%, which will be funded from the pro rata distribution of "net free cash" and proceeds of causes of action and remaining assets. Holders of general unsecured vendor claims (estimated at $500,000 to $971,000) -- those vendors who have unsecured claims who agree to continue do business with the Debtors -- will have a recovery of 50%, which will be funded from the 50% distribution from "net free cash." ELITE PHARMACEUTICALS: Chairman Converts Loan to Unsecured Note --------------------------------------------------------------- Jerry Treppel, Elite's Chairman of the Board, has elected to convert the outstanding principal amount owed as part of the $1 million Treppel Credit Line to an unsecured convertible note. The Treppel Credit Line remains in effect and is available, in full, through July 2014, the remaining term of the credit line. Pursuant to the terms of the Treppel Credit Line, all unpaid principal amounts carried an interest rate of 10 percent, and required payment in full on or before July 31, 2014. The current principal amount of $600,000 due under the Treppel Credit Line has now been converted to an interest free, convertible note, which matures in November 2016. The convertible note can be paid via the issuance of common stock in lieu of cash, at the option of Mr. Treppel and in accordance with the Note. Mr. Treppel stated that, "Elite is now in the best financial, operational, and product development position in its history. Elite is only days away from the beginning of its first human clinical trial on its twice daily oxycodone/naltrexone product. I welcome the opportunity to substantially increase my equity position in the company." About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013, as compared with a net loss attributable to common shareholders of $15.05 million on $2.42 million of total revenues for the year ended March 31, 2012. Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $17.41 million in total assets, $23.26 million in total liabilities and a $5.85 million total stockholders' deficit. ENERGY FUTURE: In Talks for Pre-Packaged Restructuring Deal ----------------------------------------------------------- Energy Future Holdings Corp., Energy Future Competitive Holdings Company LLC, Texas Competitive Electric Holdings Company LLC, and Energy Future Intermediate Holding Company LLC executed confidentiality agreements in September and October 2013 with certain unaffiliated holders of first lien senior secured claims against EFCH, TCEH and certain of TCEH's subsidiaries, certain unaffiliated holders of unsecured claims against EFIH, a significant unaffiliated holder of claims against TCEH, EFCH, EFIH and EFH Corp. and an unaffiliated holder of first lien claims against EFIH, to facilitate discussions with the Creditors concerning the Companies' potential restructuring. Pursuant to certain of the Confidentiality Agreements, on Oct. 15, 2013, the Companies publicly disclosed that they and certain of the Creditors had engaged in discussions concerning the Companies' capital structure, as well as certain confidential information concerning the Companies that the Companies had provided to those Creditors. Since Oct. 15, 2013, from time to time, certain of the Creditors have continued to engage in negotiations with the Companies with respect to the Restructuring. Pursuant to the Confidentiality Agreements, the Companies agreed to disclose publicly after a specified period if certain conditions were met that the Companies and the Creditors have engaged in discussions concerning the Companies' capital structure, information regarding those discussions and certain confidential information concerning the Companies that the Companies have provided to the Creditors. Discussions with Creditors Following execution of certain of the Confidentiality Agreements and as previously disclosed, in September 2013, the Companies, principals of EFH Corp.'s existing equity holders and certain of the Creditors engaged in discussions with respect to the Companies' capital structure, including the possibility of a consensual, pre-packaged restructuring transaction. Following the disclosure on Oct. 15, 2013, the Companies and the Equity Holders continued to engage in discussions with various Creditors from time to time. During these continued discussions, the Companies shared with the Creditors prospective financial information. In addition, during discussions regarding the Restructuring, the Companies created a proposal to, among other things, facilitate dialogue and consensus among the parties. In discussions among certain Creditors and the Equity Holders, the Equity Holders proposed that they would retain 4 percent of EFH Corp.'s common equity interests under the Companies' Proposal after implementation of the Restructuring, with first lien senior secured creditors of TCEH receiving, among other things, the remaining 96 percent of EFH Corp.'s common equity interests. In addition, the Companies had various discussions with the EFIH First Lien Creditor and its advisors with respect to refinancing the first lien claims against EFIH. However, these discussions did not result in a consensus on the terms of that refinancing that was within the range of the refinancing terms for those claims contained in any of the Proposals. The Companies' objectives in these discussions were to promote a sustainable capital structure and maximize enterprise value by, among other things, encouraging agreement on a restructuring plan that would minimize time spent in a restructuring through a proactive and organized solution; minimizing any potential adverse tax impacts of a restructuring; maintaining the Companies in one consolidated group; maintaining focus on operating EFH Corp.'s businesses; and maintaining the Companies' high-performing work force. The Companies, the Equity Holders and the Creditors have not reached agreement on the terms of any change in the Companies? capital structure. To effect a Restructuring, the Companies' Proposal and the TCEH Creditor Proposal contemplated that some combination of EFH Corp. and certain of its subsidiaries and Oncor Electric Delivery Company LLC would implement a plan of reorganization by commencing one or more voluntary cases under Chapter 11 of the United States Bankruptcy Code, and the EFIH Unsecured Creditor Proposal contemplated that EFIH (excluding Oncor Holdings and Oncor) would implement a plan of reorganization by commencing a stand-alone voluntary case under the Code. The Companies' Proposal and the TCEH Creditor Proposal would have resulted in a pre-negotiated restructuring of EFCH's approximately $32.2 billion principal amount of debt, EFH Corp.'s approximately $650 million principal amount of debt and EFIH's approximately $7.6 billion principal amount of debt (each as of Sept. 30, 2013 and excluding debt held by affiliates). The confirmation of any plans of reorganization in such cases would be subject to applicable regulatory approvals. The Companies' Proposal and the TCEH Creditor Proposal further contemplated that after the Restructuring EFH Corp. would continue to hold all of the equity interests in EFCH and EFIH; EFCH would continue to hold all of the equity interests in TCEH; and EFIH would continue to hold all of the equity interests in Oncor Holdings. The EFIH Unsecured Creditor Proposal contemplated that after the Restructuring certain creditors of EFIH would own a substantial majority of, and certain creditors of EFH Corp. and the Equity Holders would collectively own a minority of, the equity interests in EFIH. The Companies also disclosed to the TCEH Creditors that they have negotiated for commitments from certain third-party financial institutions to provide, in the event EFCH, TCEH and certain of TCEH's subsidiaries were to file for protection under the Code, up to $3.6 billion of senior secured debtor-in-possession loans, with an additional uncommitted facility of up to $750 million. The Proposed TCEH DIP Loan would, among other things, (i) be secured by a priming first priority lien on and security interest in substantially all of the assets of EFCH, TCEH and certain of TCEH?s subsidiaries (subject to certain exceptions), (ii) mature within twenty-four months (subject to extension by six months if certain conditions were satisfied) and (iii) include other terms and conditions customary for debtor-in-possession loans. The Companies are not currently engaged in ongoing negotiations with the principals of any of the Creditors. Although the Creditors are not currently engaged in ongoing negotiations with the Companies, certain of the Creditors have directed their advisors to continue to work with the Companies and their advisors to explore further whether the parties can reach an agreement on the terms of a consensual restructuring. Copies of the proposals are available for free at: (a) Companies' Proposal http://is.gd/ETDomH (b) EFIH Unsecured Creditor Proposal http://is.gd/vscmrW (c) Significant Creditor Proposal http://is.gd/hKjhH3 (d) TCEH Creditor Proposal http://is.gd/5wtbDq About Energy Future Holdings, fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. Restructuring Talks With Creditors In April 2013, Energy Future and its affiliates confirmed in a regulatory filing that they are in restructuring talks with certain unaffiliated holders of first lien senior secured claims concerning the Companies' capital structure. Energy Future has retained Kirkland & Ellis LLP and Evercore Partners to advise the Companies with respect to the potential changes to the Companies' capital structure and to assist in the evaluation and implementation of other potential restructuring options. The Creditors have retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Millstein & Co., L.P. to advise the Creditors and to assist in the Creditors' evaluation of potential restructuring options involving the Companies. According to a Wall Street Journal report, people familiar with the matter said Apollo Global Management LLC, Oaktree Capital Management, Centerbridge Partners and GSO Capital Partners, the credit arm of buyout firm Blackstone Group LP, all hold large chunks of Energy Future's senior debt. Many of these firms belong to a group being advised by Jim Millstein, a restructuring expert who helped the U.S. government revamp American International Group Inc. The Journal said Apollo enlisted investment bank Moelis & Co. for additional advice to ensure it gets as much attention as possible on the case given its large debt holdings. EWGS INTERMEDIARY: Dec. 2 Meeting of Creditors ---------------------------------------------- The U.S. Trustee for Region Three was slated to convene a meeting of creditors on Dec. 2, 2013, at 3:00 p.m., in the Chapter 11 cases of EWGS INTERMEDIARY, LLC, et al. The meeting was to be held at the J. Caleb Boggs Federal Building, 844 King Street, Room 5209, Wilmington, Delaware. EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. The Company indicates total assets greater than $100 million on its Chapter 11 petition. EXCEL MARITIME: Has Access to Cash Collateral Thru February 2014 ---------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York signed off on a stipulation and consent order authorizing Excel Maritime Carriers, Ltd., et al.'s continued use of cash collateral until Feb. 14, 2014, subject to earlier termination. The Court previously entered a final order that authorized the Debtors' use of cash collateral until Nov. 29, 2013, unless extended by further order. The stipulation was entered among the Debtors, Wilmington Trust (London), Ltd., as Administrative Agent, under the Debtors' Senior Secured Credit Facility, and the steering committee of lenders under the Senior Secured Credit Facility. As adequate protection from any diminution in value of the lender's collateral, the Debtors will grant the lender replacement lien on prepetition collateral, subject to carve out on certain expenses. As additional adequate protection, the Debtors will pay to the Agent an amount equal to the interest payment calculated at the contractual non-default rate provided in the Syndicate Credit Facility as and when those payments would be due under the Syndicate Credit Facility; provided, however, the Agent and the Lenders reserve the right to seek to have such payments calculated at the contractual default rate provided in the Syndicate Credit Facility. The Agent on behalf of and at the direction of the Lenders, subject to the terms of the Syndicate Credit Facility, will have the right to credit bid to the extent provided under section 363(k) of the Bankruptcy Code, all of the Lenders' allowed secured claims in connection with a sale of the Debtors' assets securing such claims under section 363 of the Bankruptcy Code or a sale of such assets under a plan of reorganization. About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. The Debtor disclosed $35,642,525 in assets and $1,034,314,519 in liabilities as of the Chapter 11 filing. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Jefferies LLC serves as the Committee's investment banker. The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to implement a reorganization worked out before a July 1 bankruptcy filing. The plan will give ownership to secured lenders owed $771 million, although the lenders will allow current owner Gabriel Panayotides to keep control, at least initially. Unsecured creditors with claims totaling $163 million will receive a $5 million, eight percent note for a predicted recovery of 3 percent. Holders of $150 million in unsecured convertible notes make up the bulk of the unsecured-claim pool. EXCEL MARITIME: Plan Solicitation Exclusivity Extended to Feb. 17 ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York extended until Feb. 17, 2014, Excel Maritime Carriers Ltd., et al.'s exclusive period to solicit acceptances of a plan of reorganization. The Debtors filed a bankruptcy-exit plan on July 1, 2013, together with their chapter 11 petitions. Accordingly, the Debtors' exclusive period expires on Dec. 30, 2013. As the Debtors recently advised the Court, however, the Debtors, the Creditors' Committee, the Debtors' prepetition secured lenders, and Ivory Shipping, Inc. together have reached agreement on the terms of a revised, consensual plan. The Debtors anticipated filing a revised plan and disclosure statement by Nov. 26, 2013, and the Court has scheduled a hearing to consider approval of the revised disclosure statement on Dec. 6 and reserved Jan. 27, 2014, as the date to consider confirmation of the revised plan. Revamped Plan Citing a report by Peg Brickley, writing for Daily Bankruptcy Review, the Troubled Company Reporter on Nov. 28, 2013, said the leading creditors of Excel Maritime Carriers have agreed to overhaul the Chapter 11 plan that will see the shipping company out of bankruptcy, boosting the value going to bondholders and heading off a potentially disastrous court fight. The shipping company said the revamped Chapter 11 bankruptcy exit plan sets out terms of a revised restructuring strategy which will end the discord that has troubled Excel's attempt to resolve an unworkable load of debt, company attorneys said in a filing with the U.S. Bankruptcy Court for the Southern District of New York. About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. The Debtor disclosed $35,642,525 in assets and $1,034,314,519 in liabilities as of the Chapter 11 filing. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Jefferies LLC serves as the Committee's investment banker. The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to implement a reorganization worked out before a July 1 bankruptcy filing. The plan will give ownership to secured lenders owed $771 million, although the lenders will allow current owner Gabriel Panayotides to keep control, at least initially. Unsecured creditors with claims totaling $163 million will receive a $5 million, eight percent note for a predicted recovery of 3 percent. Holders of $150 million in unsecured convertible notes make up the bulk of the unsecured-claim pool. EXCEL MARITIME: Amended Joint Plan Filed ---------------------------------------- BankruptcyData reported that Excel Maritime Carriers filed with the U.S. Bankruptcy Court an Amended Joint Chapter 11 Plan of Reorganization and related Disclosure Statement. According to the Disclosure Statement, "The Plan memorializes the terms of a consensual restructuring of the Debtors as agreed among the Debtors, their secured lenders holding more than 80% of such lenders' claims, the Official Committee of Unsecured Creditors, Ivory Shipping Inc. and other key constituents....The Debtors, with the assistance of their investment banker, estimate their total enterprise value to be between $605 million and $655 million, with a mid-point of $630 million. However, approximately $765 million is outstanding under the Debtors' Syndicate Credit Facility, after recognition of the adequate protection payment of $6.2 million made on October 1, 2013....Holders of approximately 82.9% of the Syndicate Credit Facility Claims have signed on to a plan term sheet pursuant to which they agreed to support the Plan to the extent it is consistent in all material respects with the treatment of the Syndicate Credit Facility lenders' claims as described below, including by voting to accept the Plan. Under the Plan, the Syndicate Credit Facility lenders will receive, on account of their Syndicate Credit Facility Secured Claim, a restructured debt obligation in the amount of $300 million and 83.3% of the equity in reorganized Excel, prior to the co- investment rights described below, based on the mid-point of the valuation range....By signing the plan term sheet, the Consenting Noteholders have agreed to support the Plan, including by voting to accept the Plan. Under the Plan, holders of impaired general unsecured claims against Excel will receive the following distribution on account of their claims: (i) 8.0% of the stock in reorganized Excel, subject to dilution on account of the co- investment rights offered to such holders (or 7.9% of the fully diluted stock in reorganized Excel representing 1,600,000 shares of stock in reorganized Excel), (ii) the right to purchase up to an additional 1.5% of the total outstanding equity in reorganized Excel, at an offering price equal to $16.25 per share or a total purchase price of $5 million, and (iii) the right to purchase up to an additional 1.4% of the total outstanding equity, at an offering price equal to $17.25 per share or a total purchase price of $5 million. The price of each tranche of rights offered is based on a total post new money equity value of reorganized Excel of $330 million (with reorganized Excel having $300 million of funded indebtedness on the Effective Date)." About Excel Maritime Based in Athens, Greece, Excel Maritime Carriers Ltd. -- http://www.excelmaritime.com/-- is an owner and operator of dry bulk carriers and a provider of worldwide seaborne transportation services for dry bulk cargoes, such as iron ore, coal and grains, as well as bauxite, fertilizers and steel products. Excel owns a fleet of 40 vessels and, together with 7 Panamax vessels under bareboat charters, operates 47 vessels (5 Capesize, 14 Kamsarmax, 21 Panamax, 2 Supramax and 5 Handymax vessels) with a total carrying capacity of approximately 3.9 million DWT. Excel Class A common shares have been listed since Sept. 15, 2005, on the New York Stock Exchange (NYSE) under the symbol EXM and, prior to that date, were listed on the American Stock Exchange (AMEX) since 1998. The company blamed financial problems on low charter rates. The balance sheet for December 2011 had assets of $2.72 billion and liabilities totaling $1.16 billion. Excel owes $771 million to secured lenders with liens on almost all assets. There is $150 million owing on 1.875 percent unsecured convertible notes. Excel Maritime filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-23060) on July 1, 2013, in New York after signing an agreement where secured lenders owed $771 million support a reorganization plan filed alongside the petition. The Debtor disclosed $35,642,525 in assets and $1,034,314,519 in liabilities as of the Chapter 11 filing. Excel, which sought bankruptcy with a number of affiliates, has tapped Skadden, Arps, Slate, Meagher & Flom LLP, as counsel; Miller Buckfire & Co. LLC, as investment banker; and Global Maritime Partners Inc., as financial advisor. A five-member official committee of unsecured creditors was appointed by the U.S. Trustee. The Creditors' Committee is represented by Michael S. Stamer, Esq., Sean E. O'Donnell, Esq., and Sunish Gulati, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas. Jefferies LLC serves as the Committee's investment banker. The Debtors' Chapter 11 plan filed on July 15, 2013, proposes to implement a reorganization worked out before a July 1 bankruptcy filing. The plan will give ownership to secured lenders owed $771 million, although the lenders will allow current owner Gabriel Panayotides to keep control, at least initially. Unsecured creditors with claims totaling $163 million will receive a $5 million, eight percent note for a predicted recovery of 3 percent. Holders of $150 million in unsecured convertible notes make up the bulk of the unsecured-claim pool. EXIDE TECHNOLOGIES: Shareholder Insists on Official Equity Panel ---------------------------------------------------------------- In a letter to Roberta A. De Angelis, United States Trustee for Region 3, dated Nov. 7, 2013, and docketed Nov. 13, 2013, Alfred M. Shams, an Exide Technologies shareholder, said that he disagrees and objects to the conclusions and recommendations made by the U.S. Trustee in its response to his motion for the appointment of an equity committee in the Chapter 11 case of Exide Technologies. In that response, docketed Nov. 4, 2013, the U.S. Trustee told the Court that Mr. Shams has failed to satisfy the burden of proving than an equity committee is needed to assure adequate representation for equity holders. Specifically, the UST said that the interests of shareholders are already represented by the Debtor's board of directors and management, and that Movant has not shown that the interests of the board of directors and of management are not aligned with the interests of shareholders. According to Mr. Sham, while he agrees with the UST's statement that Exide's Board and management have a fiduciary duty to work in the best interest of shareholders, their past actions do not inspire confidence, and that he is inclined to think they have taken the "easy road" and will work with creditors at the expense of equity. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. EXIDE TECHNOLOGIES: Can Employ NGKF as Real Estate Consultant ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted Exide Technologies authorization to employ Newmark Midwest Region, LLC dba Newmark Grubb Knight Frank as real estate consultant to the Debtor, nunc pro tunc to Oct. 1, 2013. As reported in the TCR on Nov. 1, 2013, pursuant to the terms of the Engagement Letter, NGKF will: (a) negotiate agreements with landlords for extensions to the time frame for Debtor to assume or reject leases; (b) negotiate with landlords, individual or multi-site, and their agents with respect to lease modifications and present proposed transactions for the Debtor's approval; (c) assist the Debtor in implementing and negotiating lease restructures; (d) provide general lease restructuring advice, including forming broker opinions of value, writing recommendation reports and landlord letters; (e) assist in communication and negotiation with the Debtor's constituents, including creditors, employees, vendors, shareholders, and interested parties in connection with the Chapter 11 Case relative to the Debtor's leases; (f) negotiate with and soliciting offers from prospective relocation alternatives; (g) negotiate sales of certain owned properties; and (h) any other service set forth in the Engagement Letter. The Debtor has agreed to pay NGKF under the fee and expense structure set forth in the Engagement Letter. Specifically: -- if Newmark Grubb negotiates a lease modification that results in a rent reduction to the Debtor, Newmark Grubb will be entitled to an amount equal to 7.5% of the Total Cash Savings to be realized by the Debtor for any term, including option periods that are exercised and become firm term; -- in the event that options are added to the lease as approved and agreed by the Debtor, but not exercised, Newmark Grubb shall earn an incentive fee equal to 7.5% of Total Cash Savings calculated by taking the difference between the rental rate at the end of the lease and rental rate for the options, multiplied by the number of years in the options periods; -- in the event that Newmark Grubb completes a lease renewal, for a lease in which no options remain and thus Newmark Grubb negotiates a new deal, said opportunities will be evaluated and invoiced on a market-by-market and case-by-case basis subject to the Debtor's prior approval since commissions vary from market to market. In many instances, the landlord will pay this fee; -- if the Debtor assumes and assigns a lease, Newmark Grubb shall earn an incentive fee equal to 7.5% of the lease sale price to the assignee; -- should the Debtor engage Newmark Grubb to assist with subleasing space, the incentive fee would be equal to 6% of gross rent for the entire term of the sublease; -- in the event that the Company, in its sole discretion, engages Newmark Grubb to sell any U.S. real property, the incentive fee would be 6% of the gross sales price; -- Total Cash Savings, for the purposes of this Application, will be calculated by taking (i) the difference between (a) the Debtor's Total Financial Obligation (as defined below) for the then current lease term as of the Petition Date, prior to any reduction negotiated by Newmark Grubb, and (b) the Debtor's Total Financial Obligation for the then current lease term negotiated by Newmark Grubb, plus (ii) any landlord capital contribution resulting from the negotiated lease, the use and or application of which is in the full discretion of the Debtor; and -- for purposes of the above calculation, Total Financial Obligations will be comprised of the following items to the extent they are required to be paid to the landlord under the applicable lease: base rent, common area expenses, property taxes, insurance, and any fixed rate rent adjustments. NGKF will also be reimbursed for reasonable out-of-pocket expenses incurred. Steven Monroe, executive managing director and co-chair of the corporate lease restructuring group of NGKF, assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FAIRMONT GENERAL: Wins Final Approval to Incur $6MM DIP Financing ----------------------------------------------------------------- The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia Fairmont authorized, in a final order dated Nov. 15, Fairmont General Hospital, Inc. et al., to obtain postpetition financing consisting of a superpriority priming delayed draw term loan facility in an aggregate principal amount of up to $6,000,000 from Fundamental Partners. The Debtors will use the financing to operate their business operations. UMB Bank, N.A., as the successor Indenture Trustee for the Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West Virginia Hospital Finance Authority), has consented to the DIP financing. The DIP Loans will have an interest rate of Adjusted Eurodollar Rate plus 9.5%, and will mature on the earliest of (a) Oct. 31, 2014; or (b) 30 days after entry of the interim court order if the final court order is not yet entered. Default interest rate will be at 4.00% per annum in excess of the interest rate otherwise payable. The outstanding principal amount, together with all amounts owed under the Credit Agreement, will be repaid in full by the Maturity Date. Interest will be paid monthly. The Agent will have the right to "credit bid" the amount of the Lender's claims during any sale of assets of the Debtors or as part of any reorganization plan. Rayford K. Adams III, Esq., at Spilman Thomas & Battle, PLLC, the attorney for the Debtors, says that the Debtors have no other adequate sources of working capital financing to meet its short- term and projected obligations, including payment of employee payroll, taxes, utilities, vendors and the costs of conducting the Chapter 11 case. If the DIP Financing is not approved, the Debtors' operations will be severely disrupted and the Debtors' operations as a going concern will be in jeopardy, according to Mr. Adams. The Official Committee of Unsecured Creditors objected to the Debtors' motion for an order authorizing the Debtors to enter into debtor-in-possession financing agreement with Fundamental Advisors LP as the agent for Fundamental Partners II LP. In a Nov. 5, 2013 court filing, Andrew H. Sherman, Esq., at Sills Cummis & Gross P.C., on behalf of the Committee, said certain provisions of the DIP financing facility are overreaching and unreasonable in light of the substantial risk premium and fees sought by the DIP Lenders and the extensive collateral package offered to the Lenders on a priming basis. About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013, listing between $10 million and $50 million in both assets and debts. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at HUDDLESTON BOLEN LLP, represents the Committee as local counsel. FISKER AUTOMOTIVE: Has Sale Agreement with Hybrid Tech ------------------------------------------------------ Fisker Automotive Holdings, Inc., et al., notified the U.S. Bankruptcy Court for the District of Delaware that they will seek approval of their request to sell substantially all of their assets to Hybrid Tech Holdings, LLC, at a hearing scheduled to commence on January 3, 2014, at 9:30 a.m., prevailing Eastern Time. The purchase price for the sale contemplates: (a) $75 million in the form of a credit bid; (b) the waiver of $4 million of the Debtors' liability under their proposed postpetition DIP facility; (c) the assumption by the Buyer at the Closing of certain liabilities; and (d) the commitment of the Buyer, subject to certain terms and conditions in the Asset Purchase Agreement, to make $725,000 in cash payments and provide releases of liability in connection with the Joint Chapter 11 Plan of Liquidation. Objections to the sale of the assets or approval of the procedures for the assumption and assignment of Contracts must be submitted on or before Dec. 27. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans to sell the business to Hybrid Tech Holdings, LLC. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co- counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. The Debtors disclosed that they have entered into an asset purchase agreement with Hybrid for the sale of substantially all of its assets. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. FISKER AUTOMOTIVE: Can Employ Rust Consulting as Claims Agent ------------------------------------------------------------- Fisker Automotive Holdings, Inc., et al., obtained authority from Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to employ Rust Consulting/Omni Bankruptcy as claims and noticing agent. The services to be rendered by Rust Omni will be billed at the firm's normal hourly rates which range from $25 to $175 per hour: Rate/Cost --------- Clerical Support $25 to $45 per hour Project Specialists $58 to $75 per hour Project Supervisors $75 to $95 per hour Consultants $95 to $125 per hour Technology/Programming $100 to $158 per hour Senior Consultants $140 to $175 per hour About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans to sell the business to Hybrid Tech Holdings, LLC. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co- counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. The Debtors disclosed that they have entered into an asset purchase agreement with Hybrid for the sale of substantially all of its assets. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. FISKER AUTOMOTIVE: Has Interim OK of Equity Trading Procedures -------------------------------------------------------------- Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware gave Fisker Automotive Holdings, Inc., et al., interim approval of notification and hearing procedures governing the purchase, sale, or transfer of Fisker Automotive common stock, preferred stock, or any beneficial ownership. As of Dec. 31, 2012, the Debtors have net operating losses of $800 million. The NOLs may be of significant value to the Debtors and their estates because the Debtors can carry forward their NOLs to offset their future taxable income for up to 20 taxable years, thereby reducing their future aggregate tax obligations. In addition, the Debtors may utilize their NOLs to offset any taxable income generated by transactions completed during the chapter 11 cases. Under I.R.C. section 382, certain transfers of the Equity Securities prior to the consummation of the Debtors' chapter 11 plan could cause the termination, or limit the use, of the NOLs. To ensure preservation of their NOLs, the Debtors propose these procedures: * Any "substantial shareholder" -- entity that has direct or indirect beneficial ownership of at least 4.5% of the equity securities -- must serve and file a declaration. * Prior to effectuating any transfer of the equity securities that would result in another entity becoming a substantial equityholder, the parties to such transaction must serve and file a notice of the intended stock transaction. * The Debtors have 30 calendar days after receipt of the stock transaction notice to object to the proposed transaction. * If the Debtors do not object, the proposed transaction may proceed. * Any transfer of the Equity Securities in violation of the procedures will be null and void ab initio. A "substantial shareholder" is any entity or individual that has beneficial ownership of (a) at least 3,300,000 shares of common stock, (b) at least 11,600,000 shares of Series DD-X Preferred Stock, (c) at least 15,500,000 shares of Series AA-1 Preferred Stock, (d) at least 11,900,000 shares of Series BB-1 Preferred Stock, (e) at least 4,000,000 shares of Series CC-1 Preferred Stock, (f) at least 1,300,000 shares of Series D-1 Preferred Stock, (g) at least 66,400,000 shares of Series DD-1 Preferred Stock, (h) at least 106,300,000 shares of Series E-1 Preferred Stock, or (i) any combination of Equity Securities equivalent to at least 4.5% of the total value of the equity securities. Based on the Debtors' records, there are approximately 26 substantial shareholders. A final hearing to consider entry of an order granting the Debtors' request will be held on Dec. 16, 2013, at 9:30 a.m. (prevailing Eastern Time). Any objection is due on or before Dec. 9. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans to sell the business to Hybrid Tech Holdings, LLC. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co- counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. The Debtors disclosed that they have entered into an asset purchase agreement with Hybrid for the sale of substantially all of its assets. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. FISKER AUTOMOTIVE: WARN Class Seeks Priority of Claim ----------------------------------------------------- A former employee, on behalf of a class of similarly situated former workers of Fisker Automotive Holdings, Inc., and Fisker Automotive, Inc., filed an adversary complaint against the Debtors asking the U.S. Bankruptcy Court for the District of Delaware to grant their claim a priority status pursuant to Sections 507(a)(4) and (5) of the Bankruptcy Code, up to the $12,475 priority cap or, alternatively, general unsecured status. Sven Etzelsberger filed the suit on behalf of himself and 160 or so other similarly-situated former employees in the U.S. District Court for the Central District of California, Case No. 8-13-CV- 00540-CJC (RNB). The District Court has certified a Class of 157 ex-employees, appointing Mr. Etzelsberger Class Representative and Outten & Golden LLP, Class Counsel. The Class members alleged that they were terminated in a mass layoff or plant closing from the Debtors' facilities on or about April 5, 2013, and in the days thereafter. The employees, Mr. Etzelsberger, said were not provided 60 days advance written notice of their terminations by the Debtors, as required by the Worker Adjustment and Retraining Notification Act and the California Labor Code. Mr. Etzelsberger and all similarly situated employees seek to recover 60 days wages and benefits. Mr. Etzelsberger estimates the Class' damages are approximately $3,772,526. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013, with plans to sell the business to Hybrid Tech Holdings, LLC. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker now has 21 employees. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anyp Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co- counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. The Debtors disclosed that they have entered into an asset purchase agreement with Hybrid for the sale of substantially all of its assets. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. FREDDIE MAC: Bank of America to Pay Total of $404 Million --------------------------------------------------------- Ben Fox Rubin, writing for The Wall Street Journal, reported that Bank of America Corp. said it reached a settlement with Freddie Mac to resolve claims stemming from residential mortgage loans the bank sold to Freddie. According to the report, the bank plans to pay Freddie Mac about $404 million to resolve all outstanding and potential mortgage repurchase and other claims related to loans sold to Freddie from 2000 to 2009, and to compensate Freddie for some past losses and potential future losses. The payments are fully covered by existing reserves, the bank said. Freddie had $1.4 billion in Bank of America repurchase demands as of Sept. 30, according to federal filings, the largest for any bank, the report related. That represented around 42% of all of Freddie's outstanding repurchase demands. The bank was hoping to settle before the end of the year, a source recently told The Wall Street Journal. The deal is the second such agreement between Bank of America and Freddie since 2011, the report said. It will largely shield the bank from any future repurchase demands from Freddie stemming from loans sold before 2012. In January 2011, Bank of America agreed to a $1.35 billion settlement with Freddie. About Freddie Mac Based in McLean, Virginia, the Federal Home Loan Mortgage Corporation, known as Freddie Mac (OTCBB: FMCC) -- http://www.FreddieMac.com/-- was established by Congress in 1970 to provide liquidity, stability and affordability to the nation's residential mortgage markets. Freddie Mac supports communities across the nation by providing mortgage capital to lenders. Over the years, Freddie Mac has made home possible for one in six homebuyers and more than five million renters. Freddie Mac is under conservatorship and is dependent upon the continued support of Treasury and the Federal Housing Finance Agency acting as conservator to continue operating its business. FRESH & EASY: FTI Consulting Okayed as Committee Advisor -------------------------------------------------------- Judge Kevin J. Carey authorized the Official Committee of Unsecured Creditors in Fresh & Easy Neighborhood Market Inc. and its debtor-affiliates' Chapter 11 case to retain FTI Consulting, Inc. as its financial advisor, nunc pro tunc to Oct. 11, 2013. As reported Troubled Company Reporter on Nov. 22, 2013, FTI Consulting will be paid these hourly rates: Senior Managing Directors $780-$895 Directors/Managing Directors $570-$755 Consultants/Senior Consultants $290-$540 Administrative/Paraprofessionals/ Associates $120-$250 About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehi & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. FRESH & EASY: Pachulski Stang Approved as Committee Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in Fresh & Easy Neighborhood Market Inc. and its debtor-affiliates' Chapter 11 case to retain Pachulski Stang Ziehi & Jones LLP as counsel to the Committee, nunc pro tunc to Oct. 9, 2013. As reported in the Troubled Company Reporter on Nov. 22, 2013, Pachulski Stang will be paid these hourly rates: Jeffrey N. Pomerantz $850 Bradford J. Sandier $750 Shirley S. Cho $695 Peter J. Keane $425 Beth Dassa $295 About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehi & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. FURNITURE BRANDS: Court Okays Deal on O'Brien License Contract -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved a stipulation among Furniture Brands International, Inc., et al., O'Brien and KPS Capital Partners, LP and any of its affiliates (purchasers) and Thomas O'Brien regarding the treatment of the O'Brien license agreement in conjunction with the sale of substantially all of the Debtors' assets. The stipulation provides that (i) the O'Brien objection to the sale is withdrawn; and (ii) the parties are authorized to take all actions necessary to effectuate the relief granted pursuant to the order. In November, KPS completed the $280 million acquisition of Furniture Brands. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. It will have "the long-term support of KPS," the New York-based company said in a statement. On Nov. 22, 2013, Eboney Cobb, Esq., at Perdue, Brandon, Fielder, Collins & Mott, L.L.P., on behalf of taxing unit Grapevine- Colleyville ISD, filed a limited objection to the sale, requesting that in order to adequately protect the taxing units' secured tax liens, the taxing units be paid its liens at the time of sale, or, in the alternative, a separate escrow or segregated account be created at closing from the proceeds of the sale in a sufficient amount to cover the prepetition ad valorem taxes owed to the taxing units. The taxing units are a subdivision of the State of Texas and authorized to levy and assess ad valorem taxes on the value of property located within each unit's taxing jurisdiction as of Jan. 1, of each tax year. An ad hoc committee of China creditors also objected to the sale. The China Creditors said they are gravely concerned that the sale process has resulted in a single bidder, who allegedly purchased the debt of the other bidder. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Creditors' Committee tapped Blank Rome LLP as counsel, Hahn & Hessen LLP as counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. Proskauer Rose LLP is acting as legal counsel to KPS with respect to the sale. FURNITURE BRANDS: Committee Has Ok for Hahn & Hessen as Counsel --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted the Official Committee of Unsecured Creditors of Furniture Brands International, Inc., et al., permission to retain Hahn & Hessen LLP, as lead counsel for the Committee, nunc pro tunc to Sept. 18, 2013. As reported in the TCR on Oct. 25, 2013, the Committee requires Hahn & Hessen to: (a) render legal advice to the Committee with respect to its duties and powers in this case; (b) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtors, the operation of the Debtors' businesses, the desirability of continuance of such businesses and any other matters relevant to these cases or to the business affairs of the Debtors; (c) advise the Committee with respect to any proposed sale of the Debtors' assets or a sale of the Debtors' business operations and any other relevant matters; (d) advise the Committee with respect to any proposed plan of reorganization or liquidation and the prosecution of claims against third parties, if any, and any other matters relevant to the cases or to the formulation of a plan of reorganization or liquidation; (e) assist the Committee in requesting the appointment of a trustee or examiner pursuant to section 1104 of the Bankruptcy Code, if necessary and appropriate; and (f) perform other legal services, which may be required by, and which are in the best interests of, the unsecured creditors, which the Committee represents. Hahn & Hessen will be paid these hourly rates effective Oct. 1, 2013: Partners $650 to $845 Associates $335 to $570 Special Counsel & of Counsel $495 to $635 Paralegals $210 to $250 Hahn & Hessen will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark T. Power, member of Hahn & Hessen, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Creditors' Committee tapped Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. FURNITURE BRANDS: Panel Has Nod for Houlihan as Investment Banker ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has granted the Official Committee of Unsecured Creditors of Furniture Brands International, Inc., et al., permission to retain Houlihan Lokey Capital, Inc., as investment banker for the Committee, nunc pro tunc to Sept. 24, 2013. As reported in the TCR on Oct. 28, 2013, the Committee requires Houlihan Lokey to: (a) analyze business plans and forecasts of the Debtors; (b) evaluate the assets and liabilities of the Debtors; (c) assess the financial issues and options concerning: - the sale of the Debtors, either in whole or in part, and - the Debtors' plans of reorganization or liquidation or any other plans; (d) analyze and review the financial and operating statements of the Debtors; (e) provide such financial analyses as the Committee may require in connection with the cases; (f) assist in the determination of an appropriate capital structure for the Debtors; (g) assist with a review of the Debtors' employee benefit programs, including key employee retention, incentive, pension and other post-retirement benefit plans; (h) analyze strategic alternatives available to the Debtors; (i) evaluate the Debtors' debt capacity in light of its projected cash flows; (j) assist in the review of claims and with the reconciliation, estimation, settlement, and litigation with respect thereto; (k) assist the Committee in identifying potential alternative sources of liquidity in connection with any debtor-in- possession financing, any Chapter 11 plans or otherwise; (l) represent the Committee in negotiations with the Debtors and third parties with respect to any of the foregoing; (m) provide testimony in court on behalf of the Committee with respect to any of the foregoing, if necessary; and (n) provide such other investment banking services as may be Required by additional issues and developments not anticipated on the effective date, as described in Section 5 of the Engagement Letter. Houlihan Lokey will be paid in advance a non-refundable monthly cash fee of $50,000. The first payment shall be made upon the approval of this Agreement by the Bankruptcy Court and shall be in respect of the first month after the Sept. 24, 2013 effective date. Each subsequent monthly fee shall accrue on the 24th of each month commencing on Oct. 24, 2013 and shall be payable on the later of Oct. 24, 2013 and the date of the approval of this agreement by the Bankruptcy Court and continuing during the term of the agreement. Each monthly fee shall be earned upon Houlihan Lokey's receipt thereof in consideration of Houlihan Lokey accepting this engagement and performing services as described herein. Fifty percent of all monthly fees after the second monthly fee received by Houlihan Lokey and approved by the final order of the Bankruptcy Court shall be credited against the Deferred Fee to which Houlihan Lokey becomes entitled, except that, in no event, shall such Deferred Fee be reduced below zero; and In addition to the other fees provided, the Debtors shall pay Houlihan Lokey a fee "Deferred Fee" equal to the greater of $500,000 and 2.0% of the difference between (a) the Aggregate Consideration provided for in the stalking horse bid proposed by KPS Capital Partners, LP on Sept. 23, 2013, the economic terms of which are summarized on Exhibit "A" hereto (the "Baseline Bid") and (b) the sum of the Aggregate Consideration provided for in the successful bid plus the value of any additional excluded assets not included as Excluded Assets in the baseline bid. Further, for the avoidance of doubt, Aggregate Consideration for purposes of calculating a Deferred Fee may include consideration from multiple transactions which together or separately may comprise a Successful Bid and which could be executed under the Bid Procedures Order or through an alternative methodology, including pursuant to Sec. 1129 of the Bankruptcy Code. Notwithstanding, in no event will the Deferred Fee payable to Houlihan Lokey exceed 1.0% of the Aggregate Consideration. The Deferred Fee shall be paid in cash. Houlihan Lokey will also be reimbursed for reasonable out-of- pocket expenses incurred. Andrew Turnbull, managing director of Houlihan Lokey, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Creditors' Committee tapped Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. FURNITURE BRANDS: Committee Retains BDO as Financial Advisor ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has granted the Official Committee of Unsecured Creditors of Furniture Brands International, Inc., et al., permission to retain BDO Consulting, a Division of BDO USA, LLP, as financial advisor for the Committee, effective Sept. 20, 2013. As reported in the TCR on Oct. 25, 2013, he Committee requires BDO Consulting to: (a) analyze the financial operations of the Debtors pre- and post-petition, as necessary; (b) analyze the financial ramifications of any proposed transactions for which the Debtors seek Bankruptcy Court approval including, but not limited to, post-petition financing, sale of all or a portion of the Debtors' assets, retention of management and employee incentive and severance plans; (c) conduct any requested financial analysis including verifying the material assets and liabilities of the Debtors, as necessary, and their values; (d) assist the Committee in its review of monthly statements of Operations submitted by the Debtors; (e) perform claims analysis for the Committee; (f) assist the Committee in its evaluation of cash flow and other projections, including business plans prepared by the Debtors; (g) scrutinize cash disbursements on an ongoing basis for the Period subsequent to the commencement of these cases; (h) perform forensic investigating services, as requested by the Committee and counsel, regarding pre-petition activities of the Debtors in order to identify potential causes of action, including investigating intercompany transfers, improvements in position, and fraudulent transfers; (i) analyze transactions with insiders, related and/or Affiliated companies; (j) analyze transactions with the Debtors' financing institutions; (k) attend meetings of the Committee and conference calls with representatives of the Committee and its counsel; (l) prepare certain valuation analyses of the Debtors' businesses and assets using various professionally accepted methodologies; (m) as needed, prepare alternative business projections relating to the valuation of the Debtors' business enterprise; (n) evaluate financing proposals and alternatives proposed by the Debtors for debtor-in-possession financing, exit financing and capital raising supporting any plan of reorganization; (o) assist the Committee in its review of the financial aspects of a plan of reorganization or liquidation submitted by the Debtors and perform any related analyses, specifically including liquidation analyses and feasibility analyses and evaluate best exit strategy; (p) assist counsel in preparing for any depositions and testimony, as well as prepare for and provide expert testimony at depositions and court hearings, as requested; and (q) perform other necessary services as the Committee or the Committee's counsel may request from time to time with respect to the financial, business and economic issues that may arise. The Committee agreed to compensate BDO Consulting for professional services rendered at its normal and customary hourly rates for financial as follows: Level Rates ----- ----- Partners/Managing Directors $475-$795 Directors/Sr. Managers $375-$525 Managers/Vice Presidents $325-$425 Seniors/Analysts $200-$350 Staff $150-$225 BDO Consulting will also be reimbursed for reasonable out-of- pocket expenses incurred. David E. Berliner, partner of BDO Consulting, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engages in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Furniture Brands serves its customers through some of the best known and most respected brands in the furniture industry, including Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. Furniture Brands' balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. The company has an official creditor's committee with seven members. The creditors' panel includes the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Creditors' Committee tapped Hahn & Hessen LLP as lead counsel, Blank Rome LLP as co-counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. GREEN FIELD ENERGY: Has Final Approval of GB DIP Financing ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized, in a final order, Green Field Energy Services, Inc., et al., to incur postpetition financing administered by GB Credit Partners, LLC and ICON Agent, LLC, consisting of a superpriority, secured term loan facility in the principal amount of $30,000,000. The Debtors would use the loan (a) to pay fees and expenses incurred in connection with the Chapter 11 cases; (b) for ongoing working capital and for other general corporate purposes of the Debtors; and (c) to repay the $15 million owed by the Debtors pursuant interim order authorizing the Debtors to obtain loan. As adequate protection form any diminution in value of the lenders' collateral, the Debtor will grant replacement liens in substantially all of the Debtors' assets, a superpriority administrative claim status, subject to carve out for U.S. Trustee fees, clerk of court fees, and bankruptcy professional fees. A copy of the final order is available for free at: http://bankrupt.com/misc/GreenField_DIP_finalorder.pdf The Ad Hoc Noteholder Group Holders of Senior Secured Notes due 2016 responded to the objection lodged by the Official Committee of Unsecured Creditors to the Debtors' motion to incur DIP financing. The Ad Hoc Noteholders' Group said the Committee's various legal theories and jumbled facts will be dealt with in due course, if necessary, and are irrelevant to the final hearing on the Debtors' motion. The Committee objected to the settlement negotiated between the Debtors and the Noteholders with respect to adequate protection for the use of the Noteholders' Collateral during the Chapter 11 cases. The Committee does not believe it is necessary or appropriate for the Noteholders to receive adequate protection -- and particularly takes issue with the proposed milestones. As reported in the Troubled Company Reporter on Nov. 5, 2013, Judge Kevin Gross of the Bankruptcy Court gave the Debtors interim authority to borrow money up to an aggregate face amount of $15,000,000 from BG Credit Partners LLC and ICON Capital LLC. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Case No. 13-bk-12783, Bankr. D. Del.). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. HAMPTON LAKE: Charter Note Holders' Claims Not Barred ----------------------------------------------------- The U.S. Bankruptcy Court for the District of South Carolina entered an order granting Hampton Lake LLC's motion to estimate the claims of Charter Note Holders for purpose of allowance. The Court, in its order, said the claims of the 63 Charter Note Holders are not barred by the statute of limitations from asserting claims based on the Charter Notes. The Debtor filed a Plan of Liquidation and its Disclosure Statement early in the case, indicating that the Charter Note Holders have claims against the Debtor's estate. At the hearing on the Disclosure Statement on June 19, 2013, Joshua Tillman and Crimson Portfolio, LLC, and SABAL Financial Group, L.P., indicated their belief that the statute of limitations had run and that 63 of the 65 Charter Note Holders were time barred from asserting claims against the Debtor. As a result, the Debtor filed its motion to estimate the claims of the Charter Note Holders in their full amount for voting and allowance purposes, asserting that the Debtor's actions caused the Charter Note Holders to forbear from initiating prepetition lawsuits. The Debtor asserted that if the statute of limitations were determined to have expired, then the doctrines of waiver, equitable tolling, and equitable estoppel should apply to extend the statute such that the Charter Note Holders hold valid, existing claims. About Hampton Lake Hampton Lake, LLC, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-02482) in Charleston, South Carolina, on April 29, 2013. G. William McCarthy, Jr., Esq. and Daniel J. Reynolds, Jr., Esq., at McCarthy Law Firm, LLC, serve as counsel to the Debtor. The Debtor operates the Hampton Lake Subdivision in Bluffton, South Carolina. The Debtor disclosed $23.4 million in total assets and $48.4 million in liabilities in its schedules. The Debtor has a Chapter 11 plan that contemplates selling the remaining 235 lots over the next three years to generate cash covering payments to creditors under the plan. The plan calls for paying about 88.5 percent of the first-lien debt by selling out the project in the next three years. The noteholders are slated for an 8.75 percent recovery. The Court approved the Disclosure Statement explaining the Plan on June 24, 2013. The Office Committee of Unsecured Creditors is represented by J. Ronald Jones, Jr., Esq., at Clawson And Staubes, LLC, as counsel. HOLT DEVELOPMENT: Balks at Heritage Bank's Bid for Stay Relief -------------------------------------------------------------- Holt Development Co., LLC, filed papers with the U.S. Bankruptcy Court for the Middle District of Tennessee, responding to Heritage Bank's motion for relief from stay. Holt said that, contrary to Heritage's allegations, the Debtor by definition is in compliance with the applicable statute and the Court order entered on Aug. 9, 2013. Further, the Debtor asserted that the statements made by Heritage in its motion were merely legal arguments which must be considered at confirmation of a reorganization plan. The Debtor owed a total of $8,702,572 to Heritage pursuant to four outstanding loans. The loans are secured by certain property consist of rent-producing, improved property and unimproved, non- income producing property. Heritage said it has not received any payments on the debt since March 2013. About Holt Development Holt Development Co., LLC, filed a Chapter 11 petition (Bankr. M.D. Tenn. Case No. 13-06154) on July 16, 2013. The petition was signed by Dannie R. Holt as chief manager. Judge Randal S. Mashburn presides over the case. Gullett, Sanford, Robinson & Martin, PLLC, serves as the Debtor's counsel. The Debtor estimated assets of at least $10 million and debts of at least $1 million. In its schedules, the Debtor disclosed $12,577,049 in assets and $10,342,933 in liabilities as of the Petition Date. The Debtor is in the business of developing improved and unimproved properties in Pleasant View, Cheatham County, Tennessee. HUDBAY MINERALS: Moody's Changes Ratings Outlook to Negative ------------------------------------------------------------ Moody's Investors Service affirmed HudBay Minerals Inc.'s B3 corporate family rating (CFR), B3-PD probability of default rating and B3 senior unsecured notes ratings, lowered the company's speculative grade liquidity rating to SGL-4 from SGL-3 and changed the company's ratings outlook to negative from stable. Ratings Rationale: The rating action is driven by increased costs at Hudbay's $1.7 billion Constancia copper project underway in Peru, the uncertainty of the final cost of the project and concern that unless that project is completed on budget and on schedule that the company's liquidity will be inadequate. HudBay's B3 corporate family rating is driven by its small scale, concentration of near term activity in one underground copper and zinc mine in Canada and sizeable execution risks associated with developing Constancia and Lalor, a copper, zinc and gold mine in Canada. The company's low-cost position, stable production at its flagship 777 mine and initial production at Lalor should provide a base of cash flow until production at its new developments begin to ramp up more substantially by early 2015. Nonetheless, Moody's expects the company's leverage will remain in excess of 10x through this timeframe. Moody's expects HudBay Q4/13 free cash flow consumption will total about $275 million, leaving the company with about $525 million in cash by year end. Additional committed sources of cash in 2014 include $268 million in proceeds to be received from streaming agreements, providing total cash sources of about $800 million. Moody's assumes Hudbay's adjusted cash from operations (after interest expense) will be breakeven in 2014 but that $770 million in capital expenditures (net of $130 million in equipment financing) will largely exhaust the company's cash position. Hudbay also has a $100 million secured revolving credit facility (due 2016) but access is limited due to outstanding letters of credit ($65 million) and borrowing base restrictions. The negative outlook reflects Moody's concern that budgeted costs and/or timing to complete Constancia may slip, requiring more liquidity than is currently committed. Moody's expects that Hudbay will need to raise additional debt to address its liquidity strain, which will further increase leverage. The ratings could be lowered if HudBay is unable to complete its current growth projects on-time and on-budget, if production challenges arise at the 777 mine or if its liquidity became further strained. Upward rating pressure could occur if execution risks related to the development of Constancia and Lalor diminish, liquidity appeared to be adequate through to achievement of at least break-even cash flows at those projects and if leverage were expected to be sustained towards 4.5x. HudBay is a Canadian mining company that mines copper, zinc, and precious metals. The company's primary operating asset is the underground 777 mine located in Flin Flon, Manitoba. It is currently developing a $1.7 billion copper mine in Peru (Constancia) and $794 million copper, gold and zinc mine in Manitoba. Annual revenues total roughly $550 million. IB AGRICULTURE: Monty's May Pursue W.D. Ky. Lawsuit --------------------------------------------------- Bankruptcy Judge Ralph B. Kirscher modified the automatic stay in the Chapter 11 bankruptcy case of IB Agriculture, Inc., Case No. 13-60967, to allow Monty's Plant Food Co. to proceed with a jury trial against the Debtor and other defendents in a civil action filed in the U.S. District Court for the Western District of Kentucky, Case No. 3:12-CV-271-S. In an Oct. 18, 2013 Memorandum of Decision available at http://is.gd/nPAKY8from Leagle.com, Judge Kirscher held that the Debtor failed to satisfy its burden of proof to show that relief from the stay should not be granted. The Kentucky case originated in the State of Montana when the Debtor and and Eric Ibey filed a suit in Montana state district court against Monty's alleging breach of contract. Monty's removed the case to Montana federal district court, and then won a change of venue to the federal district court in Kentucky. Monty's filed an answer and counterclaim against Eric Ibey and the Debtor, and they in turn filed an answer to Monty's counterclaim. Pretrial preparations proceeded and a jury trial was scheduled in the Kentucky case for November 2013, but that trial setting has been vacated. Monty's filed Claim No. 4 in the Debtor's case, asserting an unsecured nonpriority claim for $3,154,632.00. The basis for Monty's claim is described as breach of contract, breach of duty of good faith and fair dealing, tortious interference with business prospects, and attorney fees. Monty's answer and counterclaim filed in the Kentucky case is attached to Monty's Claim 4. The counterclaim lists claims based upon theories of breach of contract, breach of duty of good faith and fair dealing, tortious interference with business prospects, and seeks attorney fees based on a certain written agreement of the parties. IB Agriculture, Inc., dba Monty Northwest, filed for bankruptcy on July 11, 2013 (Bankr. D. Mont., Case No. 13-60967). Jon R. Binney, Esq., at Binney Law Firm, P.C. represents the Debtor. INFINIA CORP: Has Green Light to Sell Solar Generation Project -------------------------------------------------------------- Infinia Corp. and its Powerplay Solar I LLC unit in November won Bankruptcy Court approval to sell their solar generation project in Yuma, Arizona, to Ricor Generation Inc. for cash and assumption of specified debts and payment of costs to cure breaches of contract. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that last month's auction pushed the cash component of the purchase price up to $10.4 million. Infinia filed for bankruptcy, originally intending to sell the facility to lender Atlas Global Asset Holdings LP mostly in exchange for debt. Bloomberg said the Atlas contract would have set aside $150,000 to complete the bankruptcy after the sale plus $100,000 for unsecured creditors. Several objections to the proposed sale were filed, including those by Ally Financial, Inc. fka GMAC, Inc.; and General Electric Capital Corporation. As reported in the Troubled Company Reporter on Nov. 6, 2013, GECC sought denial of the Debtors' sale motion and the return of its equipment. Pursuant to a 2012 lease agreement, GECC leased to Infinia a Rofin FLX75 Fiber Laser and UW 200 Workstation for a total fee of $423,400 to be paid in installments. Infinia is in default under the Lease Agreement, having missed scheduled payments. GECC asserted that the automatic stay should be lifted to permit it to exercise its non-bankruptcy rights with respect to the Equipment. GECC also said the sale is not in the best interest of creditors as it does not provide adequate opportunity for meaningful competing bids, among other things. The Debtor asked that the Court overrule the GMAC and GECC objections because: 1. On Oct. 30, 2013, the Debtor provided proof of insurance regarding the vehicles that are the subject of leases, along with a proposed stipulation to resolve the objection. Despite several requests, Ally Financial's counsel has not responded with comments or approval of the proposed stipulation. 2. In any event, GECC's objections to the merits of the sale motion are contradicted by evidence and findings at prior hearings and by supplemental filings with the Court. On Nov. 6, Mark R. Gaylord, Esq., at Ballard Spahr, LLP, on behalf of CDM Constructors Inc. and CDM Smith Inc., objected to the Debtors' proposed cure amounts and motion for order authorizing assumption and assignment of executory contracts and unexpired leases. CDM Smith objected to the proposed cure amounts set forth in the Debtor's cure schedule, which identify the cure amount with respect to both creditors as being $0, because the actual cure amount has been determined that it exceeds $1.8 million and could exceed $3.2 million. The TCR also reported that the United States complained that the proposed sale of the Debtors' assets fails to account for the government's interests under a cooperative agreement with the Debtor and the equipment required with proceeds of the agreement. The U.S., through the Department of Energy (DOE), awarded Infinia a financial assistance agreement for the purpose of developing a high-efficiency freezer unit. The Cooperative Agreement commits about $3 million to Infinia for its expenditures furthering the agreement's purpose. The federal funds not yet disbursed (about $450,000) and the freezer unit prototype developed with the funds disbursed constitute a portion of the assets marketed for sale by Infinia. The government asserted that its consent is required before the Debtors may assume or assign the Cooperative Agreement. It also maintains an interest in the Funded Property. About Infinia Corp. Infinia Corp. and subsidiary Powerplay Solar I LLC, the owners of a solar generation project in Yuma, Arizona, filed Chapter 11 cases (Bankr. D. Utah Case No. 13-30688) on Sept. 17, 2013, to sell the facility to their lender. The Debtors estimated assets and debts of at least $10 million. Infinia Corp. is represented by George Hoffman, Esq., Steven C. Strong, Esq. and Victor P. Copeland, Esq. -- gbh@pkhlaywers.com and scs@pkhlawyers.com -- of Parsons Kinghorn Harris. PowerPlay Solar I is represented by Troy J. Aramburu, Esq. and Jeff D. Tuttle, Esq. -- taramburu@swlaw.com and jtuttle@swlaw.com -- of Snell & Wilmer L.L.P. A four-member panel has been appointed in the case as the official unsecured creditors committee, composed of Petersen Incorporated, Intertek Testing Services, NA, Inc., ATL Technology, LLC, and LeanWerks. KCSM INC: IP Assets to Be Sold at Dec. 17 Foreclosure Auction ------------------------------------------------------------- Knobbe, Martens, Olson & Bear, LLP, as secured creditor of KCSM Inc., will sell collateral securing KCSM's obligations to KMOB to the highest qualified bidder by public foreclosure sale, on Dec. 17, 2013, at 9:00 a.m. The sale will be held at the offices of Troutman Sanders, LLP, 5 Park Plaza, Suite 1400, Irvine, California 92614, counsel to KMOB. The collateral consists of all of KCSM's intellectual property that is or has ever been the subject of secured party's representation and all files and records relating thereto, any recoveries from litigation involving the intellectual property, including, without limitation, any judgments, amounts paid in settlement, insurance proceeds and any awards of attorneys' fees and costs, and any other proceeds of the intellectual property. The IP assets include U.S. patent and patent applications related to low voltage electricity distribution circuit; electrical outlet cover plate; electricity distribution circuit; receptacle with three circuit forming apertures; and biceptacle. Interested parties are entitled to an accounting of the unpaid indebtedness secured by the property that KMOB intends to sell. Interested parties may request an accounting from Troutman Sanders by submitting a written request therefor. The Lender reserves the right to include or exclude some or all of the property in any foreclosure sale; to postpone or cancel the sale; and to purchase some or all of the collateral at the public sale. The Lender's counsel may be reached at: Penelope Parmes, Esq. TROUTMAN SANDERS LLP 5 Park Plaza, Suite 1400 Irvine, CA 92614 Telephone: 949-622-2700 E-mail: penelope.parmes@troutmansanders.com KCSM, INC., is based at 24971 Eaton Lane, Laguna Niguel, California 92677. LAGUNA BRISAS: Court Okays Sale Procedures ------------------------------------------ The U.S. Bankruptcy Court for the Central District of California, according to Laguna Brisas LLC's case docket, entered an order in November approving procedures for the sale of the Debtor's assets, subject to limited objections filed by MTB LLC and Wells Fargo. The Court directed the parties to meet and confer prior to the sale hearing to determine if acceptable modifications/terms can be worked out. MTB LLC, a ground lessor and creditor, filed a limited objection asking the Bankruptcy Court to direct the Debtor to address these matters in relation to the bidding procedures: 1. The right of first refusal provides that the right may be exercised to "purchase all or any portion of the improvements or the leasehold estate". 2. The ground lessor "may require grantee (Debtor) to acquire the property as part of the tax-deferred like-kind exchange pursuant to Internal Revenue Code Section 1031. . . ." 3. Under the right of first refusal, paragraph 20 et seq., once the debtor receives an offer to transfer the property, the right of first refusal is triggered. MTB LLC said it is attempting to preserve its rights under the already assumed ground lease. In a separate filing, Craig Solomon Ganz, Esq., at Gallagher & Kennedy, P.A., on behalf of Best Western International, Inc., filed its limited objection to the sale motion, stating that the Debtor is seeking approval of bidding and notice procedures in connection with the sale of assets, including among other things a leasehold interest in a 66 room hotel in Laguna Beach, California operating as a Best Western Plus Hotel and Spa. Mr. Ganz stated that it is unclear from the Debtor's motion whether the Debtor seeks as part of the bidding procedures to sell or otherwise assign and automatically transfer the Debtor's interests under the membership agreement as part of the sale. As reported in the Troubled Company Reporter on Nov. 5, 2013, the Debtor proposed bidding procedures to govern the sale of its real property assets located at 1600 S. Coast Highway in Laguna Beach, California. The hotel is wholly owned by its two managing members, Dae In "Andy" Kim and his wife Jane Kim. According to the Debtor, the sale is part of a global settlement with the creditors with liens against its hotel. To provide certainty to all potential purchasers, the Debtor formulated sales procedures with input from CBRE, Inc. and the secured parties, especially CWCapital Asset Management LLC, solely in its capacity as special servicer. A copy of the sale motion is available for free at: http://bankrupt.com/misc/LAGUNABRISAS_sale.pdf About Laguna Brisas Laguna Beach, California-based Laguna Brisas LLC, doing business as Best Western Laguna Brisas Spa Hotel, is owned by A&J Mutual, LLC, which is owned and operated by Dae In "Andy" Kim and his wife Jane. The Company owns a Best Western Plus Hotel and Spa in Laguna Beach, California. The Company filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 12-12599) on Feb. 29, 2012. Bankruptcy Judge Mark S. Wallace presides over the case. The Debtor filed the Chapter 11 petition to stop foreclosure sale of the first priority trust deed holder, Wells Fargo Bank. The hotel has been in possession of and operated by a receiver, Bryon Chapman of Rim Hospitality, since Oct. 3, 2011. Johnny Kim, Esq. -- no relation to the Debtor's insider, "Andy" Kim -- represents the Debtor as special counsel. The Debtor disclosed $15,097,815 in assets and $13,982,664 in liabilities. The petition was signed by Dae In "Andy" Kim, managing member. The Debtor has filed a Plan to be funded from income the Debtor receives from the operation of the Hotel. The management of the Debtor will continue to be Andy Kim, as it was prior to the appointment of the Receiver. By the effective date of the Plan, the Receiver will turn over the Debtor's assets to the Debtor. The Debtor, through the management company, Matrix Hospital Group LLC, will act as the disbursing agent for the purpose of making the distributions provided for under the Plan. Creditor Wells Fargo Bank, N.A., is represented by Hamid R. Rafatjoo, Esq., at Venable LLP, as counsel. LIME ENERGY: CEO O'Rourke Fired; COO Adam Procell Takes Over ------------------------------------------------------------ Lime Energy Co.'s Board of Directors terminated the employment of John O'Rourke, the Company's chief executive officer and simultaneously promoted Adam Procell to be chief executive officer. Prior to his promotion, Mr. Procell was the Company's president and chief operating officer. Mr. O'Rourke remains a director of the Company and a nominee for re-election to the Board at the Annual Meeting of Stockholders to be held on Dec. 3, 2013. Until his appointment as president and chief operating officer of the Company in September 2013, Mr. Procell, age 45, was divisional president and vice president of Sales and Marketing of the Company. Prior to joining the Company in April 2009, Mr. Procell served as the National Director of Energy Efficiency & Carbon Management for AECOM Technology Corporation (ACM: NYSE). Mr. Procell's current annual base salary is $240,000. The employment agreement currently does not provide for any fixed period of employment or severance payments. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy disclosed in regulatory filings in July 2013, it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy disclosed in regulatory filings in July 2013, it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. As of Sept. 30, 2013, the Company had $33.15 million in total assets, $26.70 million in total liabilities and $6.45 million in total stockholders' equity. M.A.R. REALTY: Section 341(a) Meeting Scheduled for December 30 --------------------------------------------------------------- A meeting of creditors in the bankruptcy case of M.A.R. Realty Corp. will be held on Dec. 30, 2013, at 11:00 a.m. at 341 Meeting Room, Ochoa Building, 500 Tanca Street, First Floor, San Juan. Creditors have until March 30, 2014, to file their proofs of claim. For governmental agencies, the bar date will be on May 25, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-09752) on Nov. 25, 2013. Edwin Ramos signed the petition as president. The Debtor disclosed $11.16 million in total assets and $10.14 million in total liabilities. Isabel M Fullana, Esq., at Garcia Arregui & Fullana PSC serves as the Debtor's counsel. Hon. Mildred Caban Flores presides over the case. MERRIMACK PHARMACEUTICALS: To Develop Products for Actavis ---------------------------------------------------------- Merrimack Pharmaceuticals, Inc., and Watson Laboratories, Inc., entered into a Development, License and Supply Agreement pursuant to which Merrimack will utilize its nanoliposomal technology platform to develop and manufacture various pharmaceutical products for Actavis. Under the Agreement, Merrimack will develop, manufacture and exclusively supply the bulk form of doxorubicin HCl liposome injection to Actavis, which Actavis will process into finished product and commercialize globally. Merrimack has also agreed to develop additional products for Actavis, the identities of which will be mutually agreed upon in the future. Merrimack is eligible to receive up to $15.5 million under the Agreement, including $2 million upfront and the remainder in development funding and development, regulatory and commercial milestone payments related to the Initial Product. Merrimack will also receive a double digit share of net profits on global sales of the Initial Product and any additional products. Merrimack will manufacture and supply the Initial Product to Actavis in bulk form at a unit price agreed upon between the parties. The Agreement will expire with respect to each product ten years after Actavis' first sale of that product, unless terminated earlier, and will automatically renew for additional two year periods thereafter unless either party provides notice of non- renewal. Either party may terminate the Agreement in the event of an uncured material breach or bankruptcy filing by the other party. Actavis may also terminate the Agreement for convenience in specified circumstances upon 90 days' prior written notice. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack Pharmaceuticals disclosed a net loss of $91.75 million in 2012, following a net loss of $79.67 million in 2011. The Company incurred a $50.15 million net loss in 2010. The Company's balance sheet at Sept. 30, 2013, showed $224.24 million in total assets, $240.87 million in total liabilities, $374,000 in noncontrolling interest, and a $16.26 million total stockholders' deficit. METRO AFFILIATES: Quabbin Bids Out New Bus Contract --------------------------------------------------- As an auction looms for Atlantic Express Transportation Corp., the fourth-largest school-bus operator in the U.S., the Quabbin Regional School District School Committee, the Awarding Authority, operating under Mass. G. L. Ch. 30B, will receive bids for furnishing School Bus Transportation for the period beginning on January 6, 2014 through August 31, 2017, with a 2-year extension option. According to Quabbin, the decision to award a contract may be determined by the results of a Chapter 11 case in the United States Bankruptcy Court Southern District of New York In Re: Metro Affiliates, Inc., et al. The bids will be for regular day, field trip, and athletic transportation. Bids shall be submitted on forms issued with the attached specifications and shall be received at the Office of the Superintendent of Schools, Educational Support Center, 872 South Street, Barre, MA 01005 until 11:00 a.m. December 18, 2013 at which time all bids will be publicly opened and read. Copies of the Specifications may be obtained between December 4, 2013 and December 18, 2013 without charge at said office Monday through Friday between the hours of 8:00 a.m. and 3:00 p.m. A pre-bid conference will be held with interested parties on December 11, 2013 at 10:00 a.m. at the office. Attendance at this pre-bid conference is NOT mandatory in order to be a qualified bidder. About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, first sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. Atlantic Express will go up for auction on Dec. 11. Bids are due Dec. 6, followed by a Dec. 11 auction and a hearing on Dec. 16 for approval of sale. If Atlantic finds a buyer who will sign a contract to provide a floor price at the auction, there will be a hearing on Dec. 9 for approval of so-called stalking horse protections, including a breakup fee. MISSION NEWENERGY: Unit Wins Counter Claim vs. KNM Process ---------------------------------------------------------- Mission NewEnergy Limited's wholly owned subsidiary Mission Biotechnologies Sdn Bhd (MBTSB) has successfully defended itself against a suit filed by KNM Process Systems Sdn Bhd (KNM) in the High Court of Kuala Lumpur. In its suit, KNM as Plaintiff, sought to recover a sum of approximately A$130,000 (RM380,000) from MBTSB. However, MBTSB, in its defense acknowledged that only about A$103,000 (RM302,000) was due to KNM and simultaneously filed a counter claim amounting to approximately A$887,000 (RM2.6 million) against KNM. The High Court of Kuala Lumpur in its judgment granted the counter claim and ordered KNM to pay MBTSB the sum of approximately A$785,000 (RM2.3 million), after setting off the RM302,000 due to KNM, with costs. Meanwhile, in the matter of arbitration between MBTSB and KNM, the 3 party tribunal has been established and an initial preliminary meeting between the tribunal and the solicitors has been held. MBTSB expects to commence filing its claim documents soon. Meeting Results At Mission NewEnergy's Annual General Meeting which was held on Nov. 29, 2013, the members adopted the remuneration report and re- elected Dario Amara and Peter Torre as directors. About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. Mission NewEnergy disclosed net profit of A$10.05 million on A$8.41 million of total revenue for the year ended June 30, 2013, as compared with a net loss of A$6.19 million on A$38.20 million of total revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed A$20.10 million in total assets, A$32.60 million in total liabilities and a A$12.50 million total deficiency. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MSD PERFORMANCE: Auction Cancelled; Selling Biz to Z Capital ------------------------------------------------------------ MSD Performance, Inc., et al., has filed with the U.S. Bankruptcy Court for the District of Delaware a supplemental notice regarding: i) the selection of winning bidder; ii) the key terms of winning bid and sale hearing; iii) the proposed adequate assurance of future performance; and iv) the cancellation of auction. In accordance with the bid procedures order, the Debtors said they intend to enter into the asset purchase agreement with Z Capital Partners LLC. Pursuant to the terms of the APA, the buyer has agreed to pay $78,000,000 for the purchased assets to be satisfied in the form of a credit against the amount of the Debtors' indebtedness to the lenders under the loan agreement, and to make a cash payment necessary to fund the wind down expense escrow and the retained professional expenses escrow. In addition, the APA provides for the buyer's assumption of certain (but not all) liabilities of the Debtors, including (a) all liabilities under the purchased contracts arising (i) after the closing or (ii) prior to the closing solely to the extent the liabilities become payable after the closing, in each case. As reported in the Troubled Company Reporter on Nov. 22, 2013, Law360 reported that bankrupt auto parts maker MSD Performance Inc. announced on Nov. 19 that it would sell itself as a going concern to Z Capital Partners LLC, having accepted the private equity firm's $78 million offer. According to the report, the Texas-based parts maker, which had been aiming to sell itself through a Section 363 auction, tapped Z Capital as the winning bidder after the firm was the only party to submit a qualified offer by the Nov. 18 bid deadline. Sale Objections Infor (US), Inc. objected to the Debtors' sale motion stating that the Debtors must not be allowed to assume or assign the Infor agreement. The Official Committee of Unsecured Creditors submitted a preliminary objection and reservation of rights to the Debtors' sale motion. The City of El Paso asserted that its ad valorem tax liens pertaining to the subject properties must attach to the sales proceeds and that the closing agent must pay all ad valorem taxes owed incident to the subject properties immediately upon closing and prior to any disbursement of proceeds to any other person or entity; or alternatively, to provide the adequate protection for the tax claims required by the Bankruptcy Code, the City of El Paso requested the Court require the Debtor to set aside, in a segregated escrow account, sale proceeds in an amount equivalent to its tax claims. Some Assets Excluded From Sr. Liens The Court also has approved a stipulation among MSD Performance, Inc., et al., Z Capital Special Situation Fund II, L.P., and the Official Committee of Unsecured Creditors regarding the exclusion of certain assets from senior liens. About MSD Performance MSD Performance, Inc., headquartered in El Paso, Texas, operates in the power sports enthusiast and professional racer markets where the company maintains leading market share positions across all of its product categories under the MSD Ignition(R), Racepak(R) and Powerteq(R) brands. The company's facilities encompass over 220,000 square feet in six buildings, five of which are located across the U.S. and one in Shanghai, China. MSD Performance and its U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12286) on Sept. 6, 2013. Ron Turcotte signed the petitions as CEO. The Debtors disclosed $30,305,656 in assets and $129,242,63 is liabilities as of the Chapter 11 filing. The Debtors' restructuring counsel is Jones Day. Their investment banker is SSG Advisors, LLC. The Debtors are also represented by Richards Layton and Finger, as local counsel. Logan & Co. is the claims and notice agent. The Official Committee of Unsecured Creditors appointed in the case retained Blank Rome LLP as counsel, and Carl Marks Advisory Group LLC as financial advisors. MT LAUREL LODGING: Sec. 341 Meeting of Creditors Set for Dec. 17 ---------------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of creditors on Dec. 17, 2013, at 1:30 p.m., in the Chapter 11 cases of Mt. Laurel Lodging Associates, LLP, et al. The meeting will be held at Room 416B, U.S. Courthouse, Indianapolis. Objections to dischargeability are due by Feb. 18, 2014. Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. Bankruptcy Judge Robyn L. Moberly presides over the case. Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. MT LAUREL LODGING: Seeks Valuation of Chicago Bank's Secured Claim ------------------------------------------------------------------ Mt. Laurel Lodging Associates, LLP, asks the U.S. Bankruptcy Court for the Southern District of Indiana to determine the value of the National Republic Bank of Chicago's secured claim. According to the Debtor, on Oct. 25, 2007, the Debtor obtained a loan from NRB in the original principal amount of $15 million to build the Hotel. From January 2009 through October 2011, the Loan Documents were amended six times. The Loan matured on Oct. 23, 2013. NRB has not yet filed a proof of claim and the Debtor reserves the right to contest the claim on any basis if or when the claim is filed. In this connection, the Debtor wants to determine the amount of NRB's secured claim, if any, to determine NRB's treatment under a reorganization plan that the Debtor intends to file. About Mt. Laurel Lodging Associates, LLP Mt. Laurel Lodging Associates, LLP and its debtor-affiliates filed for separate Chapter 11 protection (Bankr. S.D. Ind. Lead Case No. 13-11697) on Nov. 4, 2013. Bankruptcy Judge Robyn L. Moberly presides over the case. Brian A. Audette, Esq., at Perkins Coie LLP, and Andrew T Kight, Esq., at Taft, Stettinius & Hollister LLP represent the Debtor in their restructuring efforts. The Debtor estimated assets and debts at $10 million to $50 million. The petitions were signed by Bharat Patel, general partner. MUSCLEPHARM CORP: Sells $1.25 Million Warrants ---------------------------------------------- MusclePharm Corporation entered into a Stock Purchase Agreement with certain accredited investors pursuant to which the Company sold warrants to purchase 10,000,000 shares of BioZone Pharmaceutical, Inc.'s common stock to the Purchasers for an aggregate purchase price of $1,250,000. About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. The Company reported a net loss of $23.28 million in 2011, compared with a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $41.54 million in total assets, $18.87 million in total liabilities and $22.67 million in total stockholders' equity. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, Berman & Company, P.A., in Boca Raton, Florida, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has a net loss of $23,280,950 and net cash used in operations of $5,801,761 for the year ended Dec. 31, 2011; and has a working capital deficit of $13,693,267, and a stockholders' deficit of $12,971,212 at Dec. 31, 2011. NEW CENTURY TRS: Amended Galope Fraud Lawsuit Dismissed ------------------------------------------------------- Bankruptcy Judge Kevin J. Carey dismissed the adversary complaint HELEN GALOPE, Plaintiff, v. NEW CENTURY MORTGAGE CORP., et al. Defendants, Adv. Pro. No. 12-51000 (Bankr. D. Del.). The parties' dispute stemmed from the disallowance of Plaintiff Helen Galope's Claim No. 4131 which she filed for $350,000 plus unliquidated amounts. Ms. Galope stated that the basis for her claim is a "mortgage note" in the original principal amount of $522,000 in favor of New Century Mortgage Corporation as lender. Sunsequently, Ms. Galope filed a second adversary complaint in November 2012 asserting against New Century TRS Holdings, Inc., et al., fraud, intentional misrepresentation, civil conspiracy, and breach of good faith, among other things. Alan M. Jacobs, as liquidating trustee of the New Century Liquidating Trust, asked the Court to dismiss the complaint. On review, Judge Carey concluded that the Bankruptcy Court lacks jurisdiction to hear the 12 claims asserted under the adversary complaint, which arise out of the same subject matter as the Galope Claim, because his decision disallowing and expunging the Galope Claim is the subject of an appeal. In the alternative, even if the Court has jurisdiction, Judge Carey said the 12 Claims should be dismissed as untimely, since they were filed years after the Bar Date. Moreover, because the Galope Claim has been disallowed and expunged, Ms. Galope does not have standing to assert Claims Five and Six on civil conspiracy in the adversary complaint; therefore, Claims Five and Six will also be dismissed, the judge said. A copy of Judge Carey's Oct. 16, 2013 Memorandum is available at http://is.gd/zzO3FMfrom Leagle.com. About New Century Founded in 1995, Irvine, Calif.-based New Century Financial Corporation (NYSE: NEW) -- http://www.ncen.com/-- was a real estate investment trust, providing mortgage products to borrowers nationwide through its operating subsidiaries, New Century Mortgage Corporation and Home123 Corporation. The Company was among firms hit by the collapse of the subprime mortgage business industry in 2006. The company and its debtor-affiliates filed for Chapter 11 protection on April 2, 2007 (Bankr. D. Del. Lead Case No. 07-10416). Suzzanne Uhland, Esq., Austin K. Barron, Esq., and Ana Acevedo, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., Michael J. Merchant, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., represent the Debtors. The Official Committee of Unsecured Creditors selected Hahn & Hessen as its bankruptcy counsel and Blank Rome LLP as its co-counsel. When the Debtors filed for bankruptcy, they disclosed total assets of $36,276,815 and total debts of $102,503,950. The Company sold its assets in transactions approved by the Bankruptcy Court. The Bankruptcy Court confirmed the Second Amended Joint Chapter 11 Plan of Liquidation of the Debtors and the Official Committee of Unsecured Creditors on July 15, 2008, which became effective on Aug. 1, 2008. An appeal was taken and, on July 16, 2009, District Judge Sue Robinson issued a Memorandum Opinion reversing the Confirmation Order. On July 27, 2009, the Bankruptcy Court entered an Order Granting Motion of the Trustee for an Order Preserving the Status Quo Including Maintenance of Alan M. Jacobs as Liquidating Trustee, Plan Administrator and Sole Officer and Director of the Debtors, Pending Entry of a Final Order Consistent with the District Court's Memorandum Opinion. On Nov. 20, 2009, the Court entered an Order confirming the Modified Second Amended Joint Chapter 11 Plan of Liquidation. The Modified Plan adopted, ratified and confirmed the New Century Liquidating Trust Agreement, dated as of Aug. 1, 2008, which created the New Century Liquidating Trust and appointed Alan M. Jacobs as Liquidating Trustee of New Century Liquidating Trust and Plan Administrator of New Century Warehouse Corporation. NNN 3500: Dec. 9 Hearing on Motion to Terminate Exclusivity ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on Dec. 9, 2013, at 9 a.m., to consider Strategic Acquisition Partners LLC's motion to extend or limit the exclusivity period of NNN 3500 Maple 26, LLC, et al. Strategic Acquisition, in an expedited motion, asked the Court to terminate the Debtors' exclusivity, stating that it intends to propose a Chapter 11 plan itself or through a to-be created company. Strategic Acquisition, a creditor and party-in-interest, related that the Plan would propose full satisfaction to all creditors and interest holders through a large, cash infusion which would, among other things: (i) cure and reinstate secured debt, without modification of the same; (ii) pay general unsecured creditors in full; (iii) leave value for the Debtors' interest holders; (iv) transfer ownership of the Property to the Movant or its designee; and (v) recapitalize the Debtors' business. About NNN 3500 Maple 26, LLC NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: Plan Proposes to Pay All Creditors in Full ---------------------------------------------------- On behalf of NNN 3500 MAPLE 26, LLC, et al., Michelle V. Larson, Esq., at Andrews Kurth LLP, submitted to the U.S. Bankruptcy Court for the Northern District of Texas a Disclosure Statement and Joint Plan of Reorganization dated Nov. 7, 2013. The Plan proposes to pay in full all creditors. The Reorganized Debtors will assume the liability for and obligation to perform and make all distributions or payments on account of all Allowed Claims. Payments to be made under the Plan will be funded from (1) the net operational profits (positive cash flow) generated by the property, after allowance of operational expenses and reserves, (2) the cash infusion from an investor, and (3) to the extent necessary, other sources of funds, including a cash infusion from the Debtors or the non-Debtor TICs or future borrowings. The cash infusion will be used to fund, inter alia, payment of Allowed Administrative Expenses and Allowed Claims, the completion of a to-be-finalized capital improvement plan for the property, tenant improvement costs and leasing commissions with respect to the Property, and operating shortfalls as needed. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/NNN_3500_ds.pdf About NNN 3500 Maple 26, LLC NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. NNN 3500: Balks at CWCAM's Motion to Dismiss Chapter 11 Case ------------------------------------------------------------ NNN 3500 MAPLE 26, LLC, et al., objected to the motion filed by Cwcapital Asset Management, LLC, to dismiss the Debtor's restructuring case. The Debtor said the motion was based solely on the argument that the cases were filed in bad faith. According to the Debtors, CWCAM's argument is meritless. The Debtors' cases were not filed as part of a serial filing scheme for purposes of delay, but rather to address concerns raised by the Court in its prior rulings. About NNN 3500 Maple 26, LLC NNN 3500 Maple 26, LLC, based in Costa Mesa, Calif., filed for Chapter 11 bankruptcy (Bankr. C.D. Calif. Case No. 12-23718) on Nov. 30, 2012. Judge Scott C. Clarkson presided over the case. In its schedules, the Debtor disclosed $45,563,241 in total assets and $46,658,593 in total liabilities. On Jan. 23, 2013, the Bankruptcy Court entered an order transferring venue of the bankruptcy case to the U.S. Bankruptcy Court for the Northern District of Texas (Case No. 13-30402). Judge Harlin DeWayne Hale presides over the case. Darvy M. Cohan, Esq., with offices at La Jolla, Calif., and Michelle V. Larson, Esq., at Andrews Kurth LLP, in Dallas, represent the Debtor as counsel. OCZ TECHNOLOGY: To Sell to Toshiba via Chapter 11 ------------------------------------------------- OCZ Technology Group, Inc., on Dec. 2 disclosed it has signed an asset purchase agreement to sell all of its assets to Toshiba Corporation for $35 million in a chapter 11 bankruptcy proceeding. According to Toshiba, the transaction will be completed through a sale and auction process pursuant to Section 363 of the U.S. Bankruptcy Code, and subject to approval by the bankruptcy court supervising OCZ Technology's Chapter 11 bankruptcy. If Toshiba is selected as the successful bidder, subject to court and other regulatory approvals, Toshiba expects to complete the acquisition in January 2014. Toshiba will acquire OCZ's client and enterprise solid state drive business. OCZ will continue to operate and serve existing and future customers during this process. Toshiba has agreed to provide OCZ with DIP financing to ensure that there is adequate capital and flash supply to support the business during the contemplated sale period. The consummation of the asset purchase agreement is subject to an auction and approval by the bankruptcy court in the Company's bankruptcy case. "We are excited to participate in this opportunity. If our bid is successful, the combination of our leading NAND technology with OCZ's SSD expertise will allow us to further strengthen Toshiba's SSD business," said Mr. Seiichi Mori, Vice President of Toshiba's Semiconductor and Storage Company and Corporate Vice President of Toshiba. "We value OCZ's SSD business and technology in both the consumer and enterprise markets, and we are confident that it will reinforce our capabilities and help us to secure leadership in the SSD market." "OCZ looks forward to becoming part of Toshiba, a world leader in flash memory and storage solutions," explained Ralph Schmitt CEO of OCZ Technology. "Toshiba brings the necessary capital and NAND flash supply and expertise, which together with our leading edge solid state drive technology will enable us to provide client and enterprise customers with a very compelling total storage solution. This combination will make for an unstoppable force in the highly competitive SSD market." This transaction has been approved by the Board of Directors of OCZ, and it is expected that the sale will close within approximately 60 days. OCZ Business This acquisition will provide Toshiba with access to OCZ's proprietary controllers, firmware and software, as well as the teams responsible for bringing these solutions to market, in addition to OCZ's established brand and sales channels. This strategic opportunity will bring critical controller IP and NAND supply all under one global organization, allowing for an even more robust and competitive solid state solution offering for all of OCZ's and Toshiba's mutual customers moving forward. "Over the past year, OCZ has dealt with numerous issues which have stressed the company's capital structure and operating model, posing a challenge to achieving near term profitability. The combination of NAND flash supply constraints and credit issues have impacted our ability to satisfy the demands of our customers; this combined with increased pricing pressure in our industry have contributed to our on-going operating losses. On an operational basis, we completed a complex investigation, several restructurings and a multi-year restatement that added significantly to our working capital requirements," stated Ralph Schmitt, CEO of OCZ. "We have been working diligently on this partnership with Toshiba and we believe that this is the best outcome under our current corporate conditions." "We are excited to participate in this opportunity. If our bid is successful, the combination of our leading NAND technology with OCZ's SSD expertise will allow us to further strengthen Toshiba's SSD business," said Mr. Seiichi Mori, Vice President of Toshiba's Semiconductor and Storage Company and Corporate Vice President of Toshiba. "We value OCZ's SSD business and technology in both the consumer and enterprise markets, and we are confident that it will reinforce our capabilities and help us to secure leadership in the SSD market." About OCZ San Jose, Calif.-based OCZ Technology Group, Inc. (Nasdaq: OCZ) designs, manufactures, and distributes high-performance solid- state storage solutions and premium computer components. OVERLAND STORAGE: Marathon Capital Held 15% Stake at Nov. 25 ------------------------------------------------------------ In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Marathon Capital Management, LLC, disclosed that as of Nov. 25, 2013, it beneficially owned 5,823,864 shares of common stock of Overland Storage Inc. representing 15 percent of the shares outstanding. Marathon Capital previously reported beneficial ownership of 5,102,916 common shares or 17.3 percent equity stake at Feb. 15, 2013. A copy of the regulatory filing is available for free at http://is.gd/R3xrf4 About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage incurred a net loss of $19.64 million on $48.02 million of net revenue for the fiscal year ended June 30, 2013, as compared with a net loss of $16.16 million on $59.63 million of net revenue during the prior fiscal year. The Company's balance sheet at June 30, 2013, showed $31.40 million in total assets, $41.69 million in total liabilities and a $10.29 million total shareholders' deficit. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013, citing recurring losses and negative operating cash flows which raise substantial doubt about the Company's ability to continue as a going concern. PANACHE BEVERAGE: Using Social Media to Distribute Information -------------------------------------------------------------- Panache Beverage, Inc., informed investors and others that it provides material information using Securties and Exchange Commission filings and press releases. In the future, the Company will continue to use these channels to distribute material information about the Company and may also utilize its Web site (www.panachespirits.com), public conference calls and webcasts and various social media to communicate important information about the Company, key personnel, new brands and services, trends, new marketing campaigns, corporate initiatives and other matters. Information that the Company posts on its Web site or on social media channels could be deemed material; therefore, the Company encourages investors, the media, its customers, business partners and others interested in the Company to review the information. Facebook: (https://www.facebook.RealWodkaVodka) (https://www.facebook.Alibiwhiskey) (https://www.facebook.Alchemiainfusions) Twitter: (https://twitter.com/RealWodkaVodka) (https://twitter.com/alibiwhiskey) (https://twitter.com/AlchemiaInfused) Instagram.com: wodkavodka Instagram.com: alibiwhiskey About Panache Beverage New York-based Panache Beverage, Inc., specializes in the strategic development and aggressive early growth of spirits brands establishing its assets as viable and attractive acquisition candidates for the major global spirits companies. Panache builds its brands as individual acquisition candidates while continuing to develop its pipeline of new brands into the Panache portfolio. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, expressed substantial doubt about the Company's ability to continue as a going concern, following its audit of the Company's financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has negative working capital, and has incurred losses from operations. The Company's balance sheet at Sept. 30, 2013, showed $9.24 million in total assets, $14.67 million in total liabilities and a $5.42 million total deficit. PHYSIOTHERAPY HOLDINGS: No Unsecured Creditors Committee Appointed ------------------------------------------------------------------ Roberta A. DeAngelis, the United States Trustee for Region 3 notified the U.S. Bankruptcy Court for the District of Delaware that a committee of unsecured creditors has not been appointed in the Chapter 11 cases of Physiotherapy Holdings, Inc. and its debtor-affiliates because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. About Physiotherapy Holdings Physiotherapy Holdings, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 12, 2013 (Bankr. D.Del. Case No. 13-12965). The Debtors are the largest pure-play provider of outpatient physical therapy services in the United States with a national footprint of 581 outpatient rehabilitation and orthotics & prosthetics clinics located in 29 states plus the District of Columbia. The Debtor is represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg, LLP, in Wilmington, Delaware; Morton Branzburg, Esq., at Klehr Harrison Harvey Branzburg LLP, in Philadelphia, Pennsylvania; and Jonathan S. Henes, P.C., Esq., Nicole L. Greenblatt, Esq., and David S. Meyer, Esq., at Kirkland & Ellis LLP, in New York. The Ad Hoc Committee of Senior Noteholders is represented by Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. U.S. Bank, National Association, as Bridge Loan Agent, is represented by Stacey Rosenberg, Esq., at Latham & Watkins LLP, in Los Angeles, California. The Bank of New York Mellon Trust Company, N.A., as Senior Notes Indenture Trustee, is represented by Eric A. Schaffer, Esq., at Reed Smith, in Pittsburgh, Pennsylvania. The Consenting Shareholders are represented by Michael J. Sage, Esq., Matthew L. Larrabee, Esq., and Nicole B. Herther-Spiro, Esq., at Dechert LLP, in New York. PROMMIS HOLDINGS: Plan Provides Conclusion of Asset Liquidation --------------------------------------------------------------- Prommis Holdings, LLC, et al., filed with the U.S. Bankruptcy Court for the District of Delaware a Disclosure Statement and Plan of Liquidation dated Nov. 12, 2013. The Plan contemplates the liquidation of the Debtors' remaining assets and distribution to creditors. The Plan designates for the Company 9 classes of claims and interests. The material terms of the plan include, among other things: 1. The Company will conclude that liquidation of its assets pursuant to the Plan. To the extent proceeds are available for distribution, allowed claims receiving distributions will be paid on, or as soon as practicable after, the Effective Date. 2. Secured lender claims will receive distributions of all realized secured lender cash collateral and any secured lender other collateral, subject only to permitted expenditures and terms of the carve out. 3. Allowed general unsecured claims will receive on account of the allowed general unsecured claim such holder's pro rate share of any proceeds of the respective Liquidating Trust assets, only after satisfaction in full of all allowed claims in Classes 1, 2, 3 and 4 with interest and fees as allowable under applicable law. 4. Holders of Intercompany claims will receive no distribution on account of the Intercompany claims. In this relation, the Debtors set this plan-related schedule: Nov. 26: Deadline for objections to adequacy of information in the Disclosure Statement Dec. 11: Deadline for filing written ballots accepting or rejecting the Plan Dec. 11: Deadline for objection to confirmation Dec. 16 at 10:30 a.m.: Hearing on confirmation of plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/PROMMISHOLDINGSds.pdf About Prommis Holdings Atlanta, Georgia-based Prommis Holdings, LLC, and its 10 affiliates delivered their petitions for voluntary bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10551) on March 18, 2013. Three subsidiaries -- EC Closing Corp., EC Closing Corp. of Washington, and EC Posting Closing Corp. -- sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on June 25, 2013. Prommis Holdings estimated assets between $10 million and $50 million and debts between $50 million and $100 million. Prommis Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets and $260,232,313 in liabilities as of the Chapter 11 filing. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while David S. Meyer, Esq., at Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. The Official Committee of Unsecured Creditors tapped Saul Ewing LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting, Inc., as its financial advisor. PROMMIS HOLDINGS: Has Until Jan. 14 to File Chapter 11 Plan ----------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended Prommis Holdings, LLC, et al.'s exclusive periods to file a Chapter 11 Plan until Jan. 14, 2014, and solicit acceptances for that Plan until March 17, 2014. In seeking an extension of their exclusivity periods, the Debtors explained: "At this juncture in their cases, the Debtors believe that it is highly prudent, and appropriate from a cost-benefit standpoint, to seek a further extension of the Exclusive Periods. Under the circumstances of these cases, the plan process could only begin in earnest after the highly expedited sales processes and related transactional and litigation matters concluded. The cases to date have been marked almost exclusively by consensus and dealmaking among the Debtors' key stakeholders as to how to proceed and how to conclude the cases. However, over the last 45 days, the Debtors have become embroiled in litigation with Cypress Innovations, Inc. -- the purchaser in the last of the four sale transactions in these cases. Despite this new interruption, it remains the Debtors' intention to move the plan process forward promptly, and in that connection, the extensions requested herein will allow the plan process to move forward without the risk of the substantial additional costs and disruption that could follow an expiration of either of the exclusive periods." The Debtors requested that the Court extend the exclusive periods and set all of the Debtors' cases on the same plan track by establishing the same Exclusive Periods for all of the cases. As reported in the Troubled Company Reporter on Nov. 6, 2013, this is the EC Debtors' first request for an extension of the Exclusive Periods, and the Prommis Debtors' second request for extension. About Prommis Holdings Atlanta, Georgia-based Prommis Holdings, LLC, and its 10 affiliates delivered their petitions for voluntary bankruptcy under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 13-10551) on March 18, 2013. Three subsidiaries -- EC Closing Corp., EC Closing Corp. of Washington, and EC Posting Closing Corp. -- sought Chapter 11 protection (Bankr. D. Del. Case Nos. 13-11619 to 13-11621) on June 25, 2013. Prommis Holdings estimated assets between $10 million and $50 million and debts between $50 million and $100 million. Prommis Solutions, LLC, a debtor-affiliate disclosed $18,488,803 in assets and $260,232,313 in liabilities as of the Chapter 11 filing. Judge Brendan Linehan Shannon presides over the case. Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, LLP, serves as the Debtors' counsel, while David S. Meyer, Esq., at Kirkland & Ellis LLP serves as co-counsel. The Debtors' restructuring advisor is Huron Consulting Services, LLC. Donlin Recano & Company, Inc., is the Debtors' claims agent. The Official Committee of Unsecured Creditors tapped Saul Ewing LLP and Hahn & Hessen LLP as its co-counsels, and FTI Consulting, Inc., as its financial advisor. RED APPLE PROPERTIES: Case Summary & 4 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Red Apple Properties, LLC P.O. Box 1359 Pembroke, NC 28372 Case No.: 13-07417 Chapter 11 Petition Date: December 1, 2013 Court: United States Bankruptcy Court Eastern District of North Carolina Debtor's Counsel: Stephen G Inman, Esq. P.O. Drawer 53007 Fayetteville, NC 28305-3007 Tel: 910 483-4990 Fax: 910 483-6822 Email: sgi@mcilaw.com Total Assets: $5.01 million Total Liabilities: $1.69 million The petition was signed by Freda Porter, member/manager. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb13-7417.pdf RESIDENTIAL CAPITAL: Confirmation Trial to Wrap Up This Month ------------------------------------------------------------- The battle between Residential Capital LLC and a group of bondholders over hundreds of millions of dollars -- as well as confirmation of ResCap's proposed liquidation plan -- won't be resolved for at least two weeks as attorneys agreed on Nov. 25 to argue the issues one last time in December, Law360 reported. On the fifth day of the second phase of a trial over an ad hoc group of junior secured noteholders' bid for $342 million in postpetition interest, attorneys for both sides said they would return to court today, Nov. 27. In support of the Chapter 11 Plan jointly filed by ResCap and its debtor affiliates and the Official Committee of Unsecured Creditors, the Debtors asserted that the objection filed by the bondholder group should be viewed in the appropriate context and not permitted to torpedo the remarkable accomplishments embodied in the Plan. The Debtors stated, "The JSN Objection thus should be viewed as merely the latest scorched earth litigation tactic of a constituency determined to extract more than its legal entitlement. The Phase I trial demonstrated that the JSNs are undersecured and have no adequate protection claim because their aggregate collateral has increased in value during these cases. But the JSNs keep spinning ever more far-fetched theories to expand the scope and value of their purported collateral, the latest two of which form the centerpiece of their Objection and Phase II trial strategy." Ally Financial Inc. and Ally Bank, which agreed to fund the Plan with $2.1 billion, pointed out that the JSNs are now objecting to the Plan that provides them an even better recovery compared to the $750 million prepetition settlement that they supported. Ally argued that its substantial contribution to the Plan warrants the third party release -- even as to the few creditors who have not provided consent and the handful of creditors who objected to it. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Ally Settlement Approved --------------------------------------------- Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District of New York approved the settlement among Residential Capital, the Official Committee of Unsecured Creditors, and Ally Financial Inc. and its non-debtor affiliates. The settlement is ancillary to a separate settlement between Ally and the Federal Housing Finance Agency, resolving billions of dollars of claims brought by the FHFA as conservator for the Federal Home Loan Mortgage Corporation ("Freddie Mac") related to the Debtors' residential mortgage-backed securities. Pursuant to the Settlement Agreement, and subject to the occurrence of the effective date of the Plan, (i) the claims of FHFA in the Debtors' bankruptcy cases will be allowed in the amount of $1.2 billion against Debtor Residential Funding Company, LLC; and (ii) the Allowed FHFA Claim will not be subject to subordination and will receive a cash distribution of $24 million on the effective date of the Plan. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Settlement With Credit Unions Approved ----------------------------------------------------------- Judge Martin Glenn approved a settlement agreement among Residential Capital LLC and its debtor-affiliates, the National Credit Union Administration Board as liquidating agent for Western Corporate Federal Credit Union and U.S. Central Federal Credit Union. The settlement resolves more than $290 million in claims related to the Debtors' residential mortgage-backed securities. Pursuant to the Settlement Agreement, and subject to the occurrence of the Effective Date, the NCUAB Claims will be allowed as general unsecured claims in the aggregate amount of $78 million as follows: $149,000 against Debtor Residential Funding Mortgage Securities II and $77,851,000 against Debtor Residential Accredit Loans, Inc. The Settlement further provides that the allowed NCUAB Claims will not be subject to subordination. Judge Glenn overruled on the merits all objections to the Settlement. The only party who objected to the Settlement is the Ad Hoc Committee of Junior Secured Noteholders, which complained that the settlement fails to recognize the mandatory subordination of RMBS-related claims, and thus violates the absolute priority rule. The Debtors argued that the JSNs' objection is not an objection to the reasonableness of the settlement but a rehash of their objection to the Joint Chapter 11 Plan. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). RESIDENTIAL CAPITAL: Judge Approves Deal with Housing Regulator --------------------------------------------------------------- Patrick Fitzgerald, writing for The Wall Street Journal, reported that a federal judge approved Residential Capital LLC's settlement with the Federal Housing Finance Agency resolving billions of dollars in claims tied to mortgage-backed securities sold to mortgage finance firms Fannie Mae and Freddie Mac during the financial crisis. According to the report, Judge Martin Glenn of the U.S. Bankruptcy Court in New York signed off on ResCap's settlement with FHFA, the government overseer of Fannie and Freddie. The agreement is an ancillary pact tied to a settlement the housing regulator struck last month with ResCap's parent, the government-backed auto lender Ally Financial Inc. Under the deal, FHFA will receive a $1.2 billion claim against ResCap's bankruptcy estate and will retain some of its mortgage- related claims against Ally, the report related. Under ResCap's restructuring plan, most unsecured creditors would receive around 35 cents on the dollar, though specific recoveries depend upon whether ResCap or one of its affiliates actually owes the money, the report added. FHFA will also receive $24 million in cash when the subprime mortgage lender exits bankruptcy. The housing-finance regulator sued Ally and 17 other banks in 2011, alleging they sold shoddy mortgage securities to Freddie Mac and Fannie Mae leading up to the financial crisis, the report said. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Bankruptcy Creditors' Service, Inc., publishes RESIDENTIAL CAPITAL BANKRUPTCY NEWS. The newsletter tracks the Chapter 11 proceeding undertaken by affiliates of Residential Capital LLC and its affiliates (http://bankrupt.com/newsstand/or 215/945-7000). SCOTTSDALE VENETIAN: Confirmation Hearing Continued Until Dec. 10 ----------------------------------------------------------------- The Bankruptcy Court, in the minutes of the Nov. 7, 2013 hearing, continued until Dec. 10 at 10:45 a.m., the preliminary hearing to consider confirmation of Scottsdale Venetian Village LLC's Second Amended Plan of Reorganization; and First National Bank of Hutchinson's motion for relief from stay. The Plan provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. Bankruptcy Judge George B. Nielsen on Sept. 23, 2013, approved the adequacy of the Second Amended Disclosure Statement explaining the Plan. Outline and Summary of 2nd Amended Plan The Second Amended Plan was filed Sept. 19. With the exception of the Allowed Administrative Claims in Class 1-A, all the Creditors of the Debtor are impaired under the terms of the Plan. The amount of First National Bank of Hutchinson's Allowed Secured Claim in Class 2-A will be limited to the value of its collateral, as determined by the Court, and any amount by which FNBH's Allowed Claim exceeds the value of its collateral will be deemed to be an unsecured Claim, pursuant to Sec. 506(a) of the Bankruptcy Code, and treated as part of Class 3-B. The Debtor intends to pay the full amount of FNBH's Allowed Secured Claim, with interest, over a period of 12 years. The Day Inn Note will be treated, and retired, in accordance with its terms, but for the date upon which payment is due in the event of acceleration. In the event of an acceleration, the Debtor will be permitted 90 days in which to pay the remaining balance of the Days Inn Note. Holders of Allowed Unsecured Claims in Class 3-B, which consist of Unsecured Claims that are not specifically treated elsewhere in the Plan, will be paid in full, with interest accruing at the Plan Rate, in equal quarterly installments commencing on the Effective Date and concluding on the eighth anniversary of the Effective Date. Any Insider that holds a Claim included in this Class will not be paid anything on account of such Claim until all other Claims against the Debtor are paid in full. Class 4 Interest Holders will retain their equity interests, and constitute the New Interest Holders in the Reorganized Debtor. The Plan will be funded by the operations of the Hotel and Restaurant. According to papers filed with the Court, although the Debtor's projections do not anticipate the need for any material infusion of cash, to the extent any such infusion is necessary, it will be made from either the Debtor's Interest Holder -- Perez Holdings II, LLC -- or a third-party investor, likely through the sale of a portion of the Interest Holder's equity interest in the Debtor. A copy of the Second Amended Disclosure Statement is available at: http://bankrupt.com/misc/SCOTTSDALE_VENETIAN_2ds.pdf About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. SCOTTSDALE VENETIAN: Wants Exclusivity Extended; In Buyout Talks ---------------------------------------------------------------- Scottsdale Venetian Village LLC has asked the U.S. Bankruptcy Court for the District of Arizona further extend until Feb. 17, 2014, its exclusive period to file an amended plan of reorganization and solicit acceptances for that plan. The Debtor explained in papers filed November that the extension is necessary to allow the Debtor to amend its plan to account for the sizeable infusion of cash that could result from a potential acquisition of the Debtor that is being negotiated, and to thereafter obtain approval of an amended disclosure statement and move toward confirmation of such plan. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. The Plan of Reorganization provides for the payment of outstanding obligations by the proceeds from the continued operation of Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona, and the adjacent Papi Chulo's Mexican Grill & Cantina. SECUREALERT INC: Amends 3.9 Million Shares Resale Prospectus ------------------------------------------------------------ SecureAlert Inc. registered with the U.S. Securities and Exchange Commission 3,905,917 shares of the common stock, par value $0.00001, of the Company for resale by Sapinda Asia Limited. The shares were issued to Sapinda upon conversion of a promissory note held by and payable to the selling shareholder. The Note was made by SecureAlert under a Loan and Security Agreement between SecureAlert, Inc. and Sapinda on Dec. 3, 2012. The Note was converted and the Shares issued to the selling shareholder on Sept. 30, 2013. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Shares of Common Stock by the selling shareholder. The Company will pay the expenses incurred in registering the Shares, including legal and accounting fees. The Company's Common Stock is currently quoted on the OTC Markets (OTCQB) under the symbol "SCRA." On Nov. 12, 2013, the last reported sale price of the Company's Common Stock was $18.90 per share. The Company amended the registration statement to delay its effective date until the Company will file a further amendment which specifically states that the registration statement will become effective. A copy of the Form S-1, as amended, is available for free at: http://is.gd/6vBCDE About SecureAlert Sandy, Utah-based SecureAlert, Inc., markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended Sept. 30, 2012, citing losses, negative cash flows from operating activities, notes payable in default and an accumulated deficit, which conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at June 30, 2013, showed $27.63 million in total assets, $9.73 million in total liabilities, and $17.90 million in total equity. SEVEN ARTS: To Issue 20 Million Shares Under Incentive Plan ----------------------------------------------------------- Seven Arts Entertainment Inc. registered with the U.S. Securities and Exchange Commission 20 million shares of common stock issuable under the Company's 2012 Equity Incentive Plan. A copy of the Form S-8 prospectus is available at http://is.gd/VPntZz About Seven Arts Los Angeles-based Seven Arts Entertainment, Inc. (OTC QB: SAPX) was founded in 2002 as an independent motion picture production and distribution company engaged in the development, acquisition, financing, production and licensing of theatrical motion pictures for exhibition in domestic (i.e., the United States and Canada) and foreign theatrical markets, and for subsequent worldwide release in other forms of media, including home video and pay and free television. The Company reported a net loss of $22.4 million on $1.5 million of total revenue for the fiscal year ended June 30, 2013, compared with a net loss of $11.2 million on $4.1 million of total revenue for the fiscal year ended June 30, 2012. The Hall Group, CPAs, in Dallas, Texas, expressed substantial doubt about the Company's ability to continue as a going concern following the financial results for the year ended June 30, 2013, citing the Company's recurring losses from operations and net capital deficiency. As of Sept. 30, 2013, the Company had $15.58 million in total assets, $23.93 million in total liabilities and a $8.35 million total shareholders' deficit. SPIRE CORP: Founder and CEO Roger Little to Retire by Year's End ---------------------------------------------------------------- Roger G. Little would retire as chief executive officer and president of Spire Corporation, effective as of the close of business on Dec. 31, 2013. Mr. Little will continue to serve as Chairman of the Board of Directors of the Company. Since founding the Company in 1969, Mr. Little has served as the Company's Chairman, chief executive officer and president. The Board expressed sincere appreciation to Mr. Little for his leadership, dedication and tireless commitment throughout his years of service with the business, and wished him continued success in the future. Mr. Roger G. Little, said, "As I transition to a new phase in my life, I expect to stay active in the PV market space and will remain connected to the people at Spire that I have come in contact with over the years. Spire is positioned to capitalize on expected market growth in 2014 and beyond and accordingly, now is the time to transition leadership to guide the Company though its next phase of development." On Nov. 21, 2013, the Board of Directors of the Company appointed Rodger W. LaFavre, the Company's current chief operating officer, as chief executive officer and president of the Company, effective Jan. 1, 2014. Mr. LaFavre joined the Company in 2000 as vice president, Utility Marketing of Spire Solar Operations. He was named vice president and chief financial officer of Spire Solar in June 2002, chief operating officer of Spire Solar in November 2002 and chief operating officer of Spire Corporation in February 2005. Prior to joining the Company, Mr. LaFavre was vice president of Stone & Webster Engineering Corporation, a worldwide engineering and construction company, where he was responsible for business development, corporate planning and the Asia subsidiary. "Roger Little has been an exemplary leader during his tenure with the Company. I am both honored and excited to take on this new opportunity role and follow Mr. Little in this role. He has led the Company with exceptional skill, commitment and passion," said Mr. LaFavre. About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. McGladrey LLP, in Boston, Massachusetts, expressed substantial doubt about Spire Corporation's ability to continue as a going concern. The independent auditors noted that during the year ended Dec. 31, 2012, the Company incurred a loss from continuing operations of $4.8 million and continuing operating cash flows used $6.9 million in cash. In addition, the independent auditors noted that the Company's credit agreements are due to expire on June 29, 2013. The Company reported a net loss of $1.9 million on total net sales and revenues of $22.1 million in 2012, compared with a net loss of $1.5 million on total net sales of $58.7 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $17.69 million in total assets, $16.60 million in total liabilities and $1.08 million in total stockholders' equity. STANS ENERGY: Files Management Cease Trade Order Application ------------------------------------------------------------ Stans Energy Corp. on Dec. 2 disclosed that it has made an application to the Ontario Securities Commission to approve a temporary management cease trade order under National Policy 12- 203 Cease Trade Orders for Continuous Disclosure Defaults, which, if granted, will prohibit trading in securities of the Corporation by certain insiders of the Corporation, whether direct or indirect. The Company is unable to file its 2013 unaudited interim financial statements for the quarter ended September 30, 2013, management discussion and analysis relating to the unaudited interim financial statements, and CEO and CFO certificates relating to the unaudited interim financial statements, as required by National Instrument 52-109 Certification of Disclosure in Issuers' Annual and Interim Filings by the November 29, 2013 filing deadline. The reason for the delay is that the Company is considering impairment charges against its assets and needs more time to determine the appropriate impairment for inclusion in our financial reporting. IFRS 6 Exploration for and Evaluation of Mineral Resources requires entities recognizing exploration and evaluation assets to perform an impairment test on those assets when facts and circumstances suggest that the carrying amount of the assets may exceed their recoverable amount. Entities shall measure the impairment in accordance with IAS 36 Impairment of Assets once it is identified. On October 31, 2013, Stans disclosed that it had filed an international arbitration action against the Government of Kyrgyzstan for its expropriatory and unlawful treatment of the issuer in relation to the issuer's Kutessay II rate earth project. Stans has complained that state action and inaction has unduly delayed, prohibited and prevented it from completing necessary pre-feasibility, feasibility, and other development work at Kutessay II, and generally has resulted in the issuer being deprived of the value of its asset. This arbitration does not strictly relate to state action or inaction with respect to the issuer's other properties, but there are dependencies which need review and analysis. The Company also observes that its stock market capitalization has fallen below the carrying amount of its assets. Consideration of impairment necessarily follows. The necessary work to determine the scope and amount of impairment is underway but is not complete. The Company anticipates that it will be in a position to remedy the default by filing the Required Filings by January 28, 2014. The MCTO will be in effect until the Required Filings are filed. The Company confirms that it intends to satisfy the provisions of the alternative information guidelines set out in section 4.3 and 4.5 of NP12-203 so long as it remains in default of filing the required filings. There are no insolvency proceedings to which the Company is subject. There is no material information concerning the affairs of the Company which has not been generally disclosed. About Stans Energy Stans Energy Corp. is a resource development company focused on progressing Heavy Rare Earth (HRE) properties in areas of the Former Soviet Union. In December 2009, Stans acquired a 20-year mining license for the past-producing Kutessay II rare earth mine from the Kyrgyz Republic. On May 26, 2011 Stans completed the purchase of the Kashka Rare Earth Processing Plant (KRP) the same plant that previously refined REEs historically from Kutessay II. The KRP was the only hard rock plant to produce all rare earth elements outside of China, producing 120 different metals, alloys, and oxides. For over 30 years, Kutessay II produced 80% of the rare earth metals for the former Soviet Union. STREAMTRACK INC: Buys Intangible Assets of Robot Fruit ------------------------------------------------------ StreamTrack, Inc., entered into an Asset Purchase Agreement with Robot Fruit, Inc., and StreamTrack Media, Inc., a subsidiary of the Company, pursuant to which, for an aggregate purchase price of 850,000 shares of the Company's restricted common stock, the Company purchased from Robot Fruit, substantially all of the intangible assets of Robot Fruit including, but not limited to (i) certain domain names associate with Robot Fruit, (ii) certain application account information, and (iii) certain ssl certificates. A copy of the Asset Purchase Agreement is available for free at http://is.gd/RjrkKy About StreamTrack Santa Barbara, California-based StreamTrack, Inc., is a digital media and technology services company. The Company provides audio and video streaming and advertising services through the RadioLoyalty(TM) Platform to over a global group of over 1,500 internet and terrestrial radio stations and other broadcast content providers. The Company' balance sheet at May 31, 2013, showed $1.2 million in total assets, $4 million in total liabilities, and a stockholders' deficit of $2.8 million. STREAMTRACK INC: Delays Fiscal 2013 Form 10-K --------------------------------------------- StreamTrack, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Aug. 31, 2013. "The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant," the Company said. StreamTrack undertakes the responsibility to file that report no later than 15 days after its original prescribed due date. About StreamTrack Santa Barbara, California-based StreamTrack, Inc., is a digital media and technology services company. The Company provides audio and video streaming and advertising services through the RadioLoyalty(TM) Platform to over a global group of over 1,500 internet and terrestrial radio stations and other broadcast content providers. The Company' balance sheet at May 31, 2013, showed $1.2 million in total assets, $4 million in total liabilities, and a stockholders' deficit of $2.8 million. THR & ASSOCIATES: Bankruptcy Judge Denies Debt Relief ----------------------------------------------------- Jeff Parsons, writing for The State Journal-Register, reported that the latest turn in the bankruptcy cases of Jeff Parsons and THR & Associate is no bankruptcy at all. According to the report, Chief Judge Mary Gorman of the U.S. Bankruptcy Court for Central Illinois has denied the bankruptcy petitions of Parsons and THR after trustees in the cases accused Parsons of attempting to hide millions in cash and assets. In effect, according to bankruptcy experts, Parsons and THR would remain liable for hundreds of millions of dollars' worth of debt listed in the original bankruptcy petitions filed in September 2012, the report said. The Nov. 14 ruling can be appealed, though an appeal had not been filed, according to court records, the report related. "The bankruptcy code requires a debtor to cooperate with the trustees and to surrender to the trustees all properties and assets," Judge Gorman wrote, the report cited. Parsons and THR filed for bankruptcy following the 2012 collapse of their road-show company, which conducted buying events across the U.S. of precious metals, jewelry, antiques and collectibles. TRINITY COAL: Court Approves Expansion of DHG's Employment ---------------------------------------------------------- Bankruptcy Judge Tracey N. Wise granted Trinity Coal Corporation's request for an order expanding the scope of employment of the Debtors' tax accountants, Dixon Hughes Goodman, on the terms set forth in the Amended Contract, so that DHG may prepare federal and state income tax returns for the year ending March 31, 2013, for the Debtors and Essar Minerals Inc. (a non-debtor tax entity), which are due to be filed by Dec. 15, 2013. Judge Wise held that the terms of the Amended Contract are approved and the scope of DHG's employment is expanded and DHG is authorized to prepare and file the Tax Returns. About Trinity Coal Trinity Coal Corp. is a coal mining company that owns coal deposits located in the Appalachian region of the eastern United States, specifically, in Breathitt, Floyd, Knott Magoffin, and Perry Counties in eastern Kentucky and in Boone, Fayette, Mingo, McDowell and Wyoming Counties in West Virginia. Trinity's coal mining operations are organized into six distinct coal mining complexes. Three complexes are located in Kentucky and are referred to as Prater Branch Resources, Little Elk Mining and Levisa Fork. The Kentucky Operations produced compliance and low sulfur steam coal. Three complexes are located in West Virginia and are referred to as Deep Water Resources, North Springs Resources and Falcon Resources. Trinity is a wholly owned subsidiary of privately held multinational conglomerate Essar Global Limited. Credit Agricole Corporate & Investment Bank, ING Capital LLC and Natixis, New York Branch filed an involuntary petition for relief under Chapter 11 against Trinity Coal Corporation and 15 affiliates (Bankr. E.D. Ky. Lead Case No. 13-50364). The three entities say they are owed a total of $104 million on account loans provided to Trinity. On Feb. 14, 2013, Austin Powder Company, Whayne Supply Company and Cecil I. Walker Machinery Co. filed an involuntary petition for relief under Chapter 11 (Bankr. E.D. Ky. Case No. 13-50335) against Frasure Creek Mining, LLC. On Feb. 19, 2013, Credit Agricole, ING Capital and Natixis joined as petitioning creditors. On March 4, 2013, the Debtors filed their consolidated answer to involuntary petitions and consent to an order for relief and reservation of rights, thereby consenting to the entry of an order for relief in each of their respective Chapter 11 cases. An order for relief in each of the Debtors was entered by the Court on March 4, 2013, which converted the involuntary cases to voluntary Chapter 11 cases. Steven J. Reisman, Esq., L. P. Harrison 3rd, Esq., Jerrold L. Bregman, Esq., and Dienna Ching, Esq., at Curtis, Mallet-Prevost, Colt & Mosle LLP, in New York, N.Y.; and John W. Ames, Esq., C.R. Bowles, Jr., Esq., and Bruce Cryder, Esq., at Bingham Greenebaum Doll LLP, in Lexington, Ky., represent the Debtors as counsel. Attorneys at Foley & Lardner LLP, in Chicago, Ill., represent the Official Committee of Unsecured Creditors as counsel. Sturgill, Turner, Barker & Maloney, PLLC, in Lexington, Ky., represents the Official Committee of Unsecured Creditors as local counsel. Dixon Hughes Goodman LLP serves as tax accountants. Judge Tracey N. Wise approved on Oct. 3, 2013, the adequacy of the Disclosure Statement explaining the Joint Chapter 11 Plan of Trinity Coal. With this development, the Debtors are now permitted to solicit acceptances of their Plan. UNI-PIXEL INC: Addresses Market Speculation ------------------------------------------- UniPixel, Inc., has been the subject of negative speculation concerning the validity of its innovations and partnerships. While, as a general policy, the Company avoids commenting on market speculation, it reiterates that it has executed preferred price and capacity license agreements with its PC OEM and ecosystem partners. The company has not disclosed detailed terms of these agreements to the public because they contain specific confidentiality provisions and non-disclosure obligations. As previously announced on Nov. 22, 2013, the Company intends to fully cooperate with the investigation of the United States Securities Exchange Commission, and will produce these agreements and certain related documents to the SEC. About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. As of Sept. 30, 2013, Uni-Pixel had $60.22 million in total assets, $6.50 million in total liabilities and $53.71 million in total shareholders' equity. UNIFIED 2020: Dec. 9 Hearing on Bank's Motion to Lift Stay ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas will convene a hearing on Dec. 9, 2013, at 9:30 a.m., to consider creditor United Central Bank's motion for relief from stay in the Chapter 11 case of Unified 2020 Realty Partners, LP, and foreclose on the principal asset of the Debtor. Orange Business Services U.S., Inc. has objected to UCB's motion to terminate the automatic stay. Orange Business Services said in a Nov. 7 filing, UCB's alleged secured claim will be the subject of a possible claim objection and has not yet been adjudicated or allowed, thereby rendering a lifting of the stay premature at this juncture. Moreover, Orange Business Services said a plan of reorganization is in place which will maximize the asset's value through an auction and sale, and the chapter 11 trustee in this case should be allowed to oversee and shepherd the plan through to conclusion. The value of the asset is not in jeopardy, and allowing additional time for the plan to come to fruition will not cause undue harm to UCB. In a separate filing, Daniel J. Sherman, Chapter 11 trustee for the Debtor, opposed UCB's request. The Chapter 11 trustee said the property is the most valuable asset in the case and absolutely vital to an effective reorganization. Lifting the stay would destroy any chance for a meaningful recovery for any creditor besides the Bank. Further, there is no cause to lift the stay as to the property now that a trustee has been appointed. As reported in the Troubled Company Reporter, Peter C. Lewis, Esq., at Scheef & Stone, LLP, on behalf of United Central Bank, asked that the Court terminate automatic stay as to the Debtor's property. Mr. Lewis, in a Oct. 18 filing, asserted that prior to the bankruptcy filing date, the Debtor defaulted on its payment obligations under one, some or all the loan documents by, inter alia, failing to make the deferred interest payment due Dec. 10, 2011. Mr. Lewis also noted that the Plan is not feasible, much less confirmable within a reasonable period of time because, among other things: (a) the Plan does not pay the "Allowed Claims" of creditors in full as required by its express terms; (b) the Plan does not propose to pay, much less satisfy, UCB's secured claim in full and therefore fails to satisfy 11 U.S.C. Section 1129(b)(2)(A); and (c) Moms Against Hunger lacks the cash, assets or resources to pay or finance the "cash down payment, seller financing or deferred consideration to fund the Plan. On Sept. 3, 2013, UCB filed its secured proof of claim of no less than $14,899,523 plus such other amounts, including, but not limited to late fees, penalties, attorneys fees, costs and interest as are due under the loan documents. About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. Judge Stacey G. Jernigan presides over the Chapter 11 case. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the Trustee. UNIFIED 2020: Plan Outline Hearing Continued Until Dec. 9 --------------------------------------------------------- Parties-in-interests filed with the Bankruptcy Court their objections to the First Amended Disclosure Statement explaining Unified 2020 Realty Partners LP's Chapter 11 Plan dated Nov. 4, 2013. In a docket entry, the Court continued until Dec. 9, 2013, at 2:30 p.m., the hearing to consider adequacy of information in the Amended Disclosure Statement. On Nov. 7, the Debtor asserted that the Plan and Disclosure Statement speak for themselves and denied each of the allegations to the extent of any conflict with the Plan and/or Disclosure Statement. The Debtor requested that the Court deny the request by United Central Bank for relief from the automatic stay. Peter C. Lewis, Esq., at Scheef & Stone, LLP, on behalf of United Central Bank, stated that the Amended Plan/Purchase Contract does not require AGT Global Holdings, LLC, as the stalking horse bidder at auction, to deposit any earnest money in order to qualify for the breakup fee or as the stalking horse bidder, while requiring, upon information and belief, competing bidders to submit competing offers that provide for total cash consideration that exceeds the purchase price. In addition, the Plan also proposes to allow AGT to credit the breakup fee against AGT's payment obligations under the purchase agreement for purposes of any bid it submits in excess of the purchase price. Orange Business Services U.S., Inc., in its objection, stated that the disclosure statement fails to provide adequate information sufficient to allow a creditor to make a decision to accept or reject the plan. The disclosure statement contains defects that render it deficient including a failure to detail: (i) claims against the Debtor's estate; (ii) the actual or projected value that can be obtained from avoidable transfers; (iii) the relationship between the debtor and certain affiliates; and (iv) the Debtor's assets and their value. Amended Plan As reported in the Troubled Company Reporter on Nov. 13, 2013, the First Amended Disclosure Statement said the purchase price pitched by stalking horse buyer Moms Against Hunger assignee, AGT Global Holding LLC, for the Debtor's asset is amended to $23,546,591, from $30,127,282. The Debtor, as noted in the original plan version, decided to sell its property under the Plan as its actual business operations are not adequate to service its debt. The breakup fee remains at $903,818 or not more than 3% of the total sales proceeds, if a qualified bidder outbids Moms Against Hunger's offer at the auction. Under the Amended Plan, a subclass of claims has been added -- Class 8a Allowed General Unsecured Claims of Insiders. This set of claims will be paid, once allowed, pro rata out of the sales proceeds. The estimated amount of these claims is $992,993, all of which are disputed. The First Amended Disclosure Statement also reveals that the estimated Class 8 Allowed General Unsecured Claims is $15,719,149 as of Sept. 4, 2013, all of which are disputed. Treatment for these claims remain unchanged -- they will also be paid, once allowed, pro rata out of the sales proceeds. Class 5 Allowed Secured Claim of United Central Bank remains to be allowed for $12,614,018.20 or such amount as agreed to by UCB and the Debtor or if not agreed, then as determined by the Court. All Class 9 equity interests in the Debtor will be cancelled under the Amended Plan. A full-text copy of the First Amended Disclosure Statement dated Nov. 4, 2013, is available at: http://bankrupt.com/misc/UNIFIED2020_DSNov4.pdf About Unified 2020 Realty Unified 2020 Realty Partners, LP, filed a bare-bones petition under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Case No. 13-32425) in its home-town in Dallas on May 6, 2013. The petition was signed by Edward Roush as president of general partner. The Debtor disclosed $44.7 million in total assets and $31.6 million in liabilities as of the Chapter 11 filing. The Debtor says it owns and leases infrastructure critical to telecommunications companies and data center facilities. Judge Stacey G. Jernigan presides over the Chapter 11 case. Arthur I. Ungerman, Esq., and Kerry S. Alleyne-Simmons, Esq., at the Law Office of Arthur Ungerman, in Dallas, Texas, represent the Debtor. Peter C. Lewis, Esq., and Jacob W. Sparks, Esq., at Scheef & Stone, LLP, in Dallas, Texas, represent United Central Bank. In its schedules, the Debtor disclosed $280,178,409 in assets and $46,378,972 in liabilities. On Aug. 9, 2013, Daniel J. Sherman was appointed as Chapter 11 trustee. Kevin D. McCullough, Esq., of Rochelle McCullough L.L.P. serves as general bankruptcy counsel to the Trustee. UNITEK GLOBAL: Amends 3.7 Million Shares Resale Prospectus ---------------------------------------------------------- UniTek Global Services, Inc., amended its registration statement on Form S-1 relating to the resale or other disposition by New Mountain Finance Holdings, L.L.C, Cetus Capital II, LLC, Cerberus Levered Loan Opportunities Fund II, L.P., et al., of up to an aggregate of 3,791,169 shares of common stock underlying warrants. The warrants were issued to the Selling Stockholders on July 25, 2013. The Company will not receive any proceeds from the sale of any shares by the Selling Stockholders. The Company may, however, receive the proceeds of any cash exercises of warrants which, if received, would be used by us for working capital purposes; any such proceeds would however be minimal. The Company' common stock is traded on the NASDAQ Global under the symbol "UNTK." On Nov. 25, 2013, the last reported sale price for the Company's common stock on the NASDAQ Global Market was $1.41 per share. The Company will pay the expenses related to the registration of the shares of common stock covered by this prospectus. The Selling Stockholders will pay any commissions and selling expenses they may incur. A copy of the amended Form S-1 prospectus is available at: http://is.gd/DYQuhR About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. Unitek incurred a net loss of $77.73 million in 2012, as compared with a net loss of $9.13 million in 2011. As of Dec. 31, 2012, the Company had $326.40 million in total assets, $278.10 million in total liabilities and $48.30 million in total stockholders' equity. Bankruptcy Warning As of Dec. 31, 2012, the Company's total indebtedness, including capital lease obligations, was approximately $170 million. This amount has increased to approximately $210 million as of Aug. 9, 2013, including amounts borrowed to cash collateralize letters of credit. The Company's current debt also bears interest at rates significantly higher than historical periods. The Company said its substantial indebtedness could have important consequences to its stockholders. It will require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of the Company's cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes. "An event of default under either of our credit facilities could result in, among other things, the acceleration and demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we could be forced to enter into bankruptcy proceedings, which may result in a partial or complete loss of your investment," the Company said in the 2012 annual report. * * * In the June 11, 2013, edition of the TCR, Moody's Investors Service lowered UniTek Global Services, Inc.'s probability of default and corporate family ratings to Ca-PD/LD and Ca, respectively. The Ca corporate family rating reflects UniTek's missed interest payment on the term loan which is considered a default under Moody's definition, the heightened possibility of another default event, continued delays in the filing of restated financials including the last two audits, management turnover, the potential loss of the company's largest customer and other business and legal risks stemming from issues at the company's Pinnacle subsidiary. As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The ratings upgrade to 'B-' reflects our belief that the company is no longer vulnerable and dependent on favorable developments to meet its financial commitments over the next few years," said Standard & Poor's credit analyst Michael Weinstein. VICTORY ENERGY: Weaver & Tidwell Replaces Marcum as Accountants --------------------------------------------------------------- Victory Energy Corporation, through the Audit Committee of its Board of Directors and with the ratification of its Board of Directors, dismissed Marcum LLP as the Company's independent registered public accounting firm and engaged Weaver and Tidwell, L.L.P., as the Company's independent registered accounting firm. The report of Marcum regarding the Company's consolidated financial statements for fiscal years ended Dec. 31, 2011, and 2012 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, scope or accounting principles. The reports of Marcum did, however, include an explanatory paragraph with regard to uncertainty as to the Company's ability to continue as a going concern. During the years ended Dec. 31, 2011, and 2012, and through the date of their dismissal, there were no disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which would have caused it to make reference to those disagreements in the reports. There have been no reportable events as provided in Item 304(a)(1)(v) of Regulation S-K up to and including the dismissal of Marcum except for the material weakness Marcum advised the Company which indicated weaknesses in internal controls. As previously disclosed, Weaver was engaged as the Company's internal registered public accounting firm on June 18, 2012, and dismissed on Aug. 3, 2012. Subsequent to the dismissal of Weaver on Aug. 3, 2012, and prior to reengaging Weaver on Nov. 20, 2013, the Company did not consult with Weaver regarding (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company's financial statements, and neither a written report was provided to the Company nor oral advice was provided by Weaver that Weaver concluded was an important factor considered by the Company in reaching a decision as to a ccounting, auditing or financial reporting issues, or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K) or reportable event (as described in or Item 304(a)(1)(v) of Regulation S-K). About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. The Company's balance sheet at Sept. 30, 2013, showed $1.85 million in total assets, $313,114 in total liabilities and $1.54 million in total stockholders' equity. Marcum, LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. W.R. GRACE: Completes Purchase of Dow's Polypropylene Business -------------------------------------------------------------- W.R. Grace & Co. on Dec. 2 disclosed that it has completed the acquisition of the assets of the Polypropylene Licensing and Catalysts business of The Dow Chemical Company for a cash purchase price of $500 million. The acquisition includes UNIPOL(TM) Polypropylene Process Technology and makes Grace the second largest polypropylene licensor in the world based on installed capacity, advancing Grace's leadership in the broader polyolefin sector. "The UNIPOL brand and the capabilities it represents are highly respected in the marketplace, and we are committed to strengthening that position," said Grace Chairman and Chief Executive Officer Fred Festa. "We look forward to communicating our expanded capabilities and full portfolio of products and services to our customers and the broader global marketplace. We're pleased to welcome a very talented team to Grace." Grace will continue to support the UNIPOL(TM) Polypropylene Process Technology, which includes the UNIPOL UNIPPAC(TM) Process Control System, a recognized leader in the industry. The UNIPOL(TM) tailored SHAC(TM) Catalysts Systems, 6th Generation non-phthalate CONSISTA(TM) Catalysts Systems, and advanced donor systems, ADT and CONSISTA(TM), enhance Grace's polyolefin catalysts portfolio. These products complement Grace's polypropylene catalysts families of POLYTRAK(R), and HYAMPP(TM) and its polyethylene catalyst systems such as Cr-based catalysts (MAGNAPORE(R)), Ziegler-Natta Catalysts, and Single Site Catalysts. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: Lipsitz & Ponterio Revises Rule 2019 Disclosure ----------------------------------------------------------- Anne Joynt, Esq., at Lipsitz & Ponterio, LLC, in Buffalo, New York, filed a revised statement disclosing that her firm represents a number of claimants who hold asbestos-related claims against W.R. Grace & Co. and its affiliated debtors. The nature of the claim is a personal injury tort claim, wrongful death claim or both for damages caused by asbestos or asbestos- containing products manufactured and sold by the companies. Ms. Joynt filed the statement pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). W.R. GRACE: To Present at Citi Basic Material Conference Today -------------------------------------------------------------- W.R. Grace & Co. announced that Hudson La Force, the company's Senior Vice President and Chief Financial Officer, is scheduled to present at the Citi Basic Materials Conference in New York City on Tuesday, December 3, 2013. Scheduled to begin at 8:50 a.m. Eastern Time, the presentation will be simultaneously webcast and posted on the company's website. To listen to the audio webcast or to view the presentation slides, go to www.grace.com and click the webcast link in the Investor Information section. A replay of the presentation will be available until March 4, 2014. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). David M. Bernick, P.C., Esq., at Kirkland & Ellis, LLP, and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones, LLP, represent the Debtors in their restructuring efforts. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. Implementation of the Plan has been held up by appeals in District Court from various parties, including a group of prepetition bank lenders and the Official Committee of Unsecured Creditors. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. The plan can't be implemented because pre-bankruptcy secured bank lenders filed an appeal currently pending in the U.S. Court of Appeals in Philadelphia. Bankruptcy Creditors' Service, Inc., publishes W.R. Grace Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by W.R. Grace, W.R. Grace Co. - Conn. and their affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). WM SIX FORKS: Court Won't Extend Laganas' Filing Fee Deadline ------------------------------------------------------------- Judge A. Thomas Small ruled that Linda Laganas has to pay on time the filing fee for the removal of a state court action to the U.S. Bankruptcy Court for the Eastern District of North Carolina in the bankruptcy case of WM Six Forks, LLC. The judge denied a request for extension of the fee filing deadline. Failure to pay the $293 filing fee on time will mean Ms. Laganas is no longer interested in removing the state court action to the Bankruptcy Court, the judge said. The action was a summary ejection action filed by the Debtor in Wake County Civil District Court against Linda Laganas. The action is WM SIX FORKS, LLC, Plantiff, v. LINDA LAGANAS, Defendant, Adv No. 13-00151-8-ATS (Bankr. E.D. N.C.). A copy of Judge Small's Oct. 18, 2013 Order is available at http://is.gd/u4PPSkfrom Leagle.com. About WM Six Forks WM Six Forks LLC is the owner of an apartment and retail/office complex in Raleigh, North Carolina, known as Manor Six Forks, which opened in March 2010. The property includes 298 residential apartments and roughly 14,000 square feet of retail/office space on the ground floor. As of the bankruptcy filing date, all the retail/office space is vacant and roughly 95% of the residential apartments are subject to existing leases. WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-05854) on Aug. 12, 2012. The Debtor said in court papers the Manor is valued at $32.54 million. The Debtor also owns a 15.15- acre property, the value of which is not yet determined. The Debtors' property serves as collateral to a $39 million debt to Lenox Mortgage XVI, LLC. A copy of the schedules filed together with the petition is available at http://bankrupt.com/misc/nceb12- 05854.pdf Bankruptcy Judge J. Rich Leonard oversees the case. The Debtor hired Northen Blue, LLP as counsel. The petition was signed by William G. Garner, manager of WM6F Completion & Performance Assoc., LLC. Dawn Barnes has been assigned as case manager. The Bankruptcy Administrator for the Eastern District of North Carolina Bankruptcy notified that it was unable to form a creditors committee in the Chapter 11 case of WM Six Forks, LLC. Judge J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, confirmed on Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation. WORLD BOTANICAL: 10th Cir. Affirms Dismissal of Wagner Claims ------------------------------------------------------------- WALTER L. WAGNER, Plaintiff-Appellant, v. PRESTON MICHIE; KENNETH FRANCIK; LESLIE COBOS; MARK ROBINSON; ANNETTE EMERSON; STEVEN BRYANT; WORLD BOTANICAL GARDENS, INC., Defendants-Appellees, Case No. 13-4082 (10th Cir.), appealed the dismissal of claims Mr. Wagner brought against the World Botanical Gardens, Inc. (WBGI) and former and current board members of WBGI. The appeal is abated as it relates to WBGI only (but not as to the individual defendants), because WBGI filed a Chapter 11 bankruptcy petition in April. In an Oct. 18, 2013 Order, the U.S. Court of Appeals for the Tenth Circuit affirmed the district court's order granting the individual defendants' motion to dismiss and dismissing all of Mr. Wagner's claims. The matter is terminated as it relates to those individual defendants. The abatement of that portion of the appeal concerning WBGI, however, will continue. Mr. Wagner is ordered to file a written report regarding the status of the bankruptcy proceedings and the application of the automatic stay in a timely fashion, otherwise, the dismissal of the appeal as it relates to WBGI will be affirmed without further notice. Mr. Wagner is a former officer and shareholder of WBGI. The case involves Mr. Wagner's claims of slander, libel, fraud, waste and mismanagement by WBGI and the other individual defendants. WBGI filed a motion to dismiss; and Mr. Wagner filed a motion for a preliminary injunction. A copy of the Tenth Circuit's Oct. 18, 2013 Order is available at http://is.gd/9uG9dCfrom Leagle.com. XTREME IRON: Chapter 11 Trustee Confirms Plan of Liquidation ------------------------------------------------------------ Areya Holder, the duly appointed and acting chapter 11 trustee for Xtreme Iron Holdings LLC and Xtreme Iron LLC, on Nov. 19, 2013, won confirmation of the Joint Plan of Liquidation for the Debtors. The objection of the Texas Comptroller of Public Accounts to confirmation of the trustee's Plan has been resolved by the parties. Jay W. Hurst, Esq., on behalf of Texas Comptroller of Public Accounts, in an objection, stated that the Plan contains broad discharge and injunction provisions in favor of the Debtor entities. The Texas Comptroller has filed priority and administrative expense tax claims in the case for unpaid sales and Texas Emission Reduction Plan taxes totaling $105,632. As reported in the Troubled Company Reporter, Judge Harlin DeWayne Hale approved the Disclosure Statement on Sept. 30, 2013, as containing "adequate information" in accordance with the Bankruptcy Code. As reported in the Aug. 30, 2013 edition of the TCR, the Plan resolves, settles, and compromises all claims against the Debtors or property of their estates. Under the Plan, the Chapter 11 Trustee will transfer all of the Estates' Assets, including the proceeds from her earlier liquidation, to a Liquidating Trust. Before the filing of the Plan, the Chapter 11 Trustee liquidated substantially all of the Estates' Assets. The Liquidating Trustee will liquidate the Liquidating Trust Assets and distribute the net proceeds of that liquidation to creditors holding Allowed Claims pursuant to the terms of the Plan and Liquidating Trust Agreement. Under the Plan, holders of Allowed Priority Non-Tax Claims and Allowed Secured Tax Claims will receive 100 percent recovery of their claims. As for CAT Financial, pursuant to a settlement, it will be awarded an Allowed Secured Claim equal to approximately $8,200,000. On account of that Allowed Class 3 Claim, and in full satisfaction, release, and discharge of and exchange for that Claim, and the release of all Liens against the Estates' assets, as well as additional consideration, CAT Financial received $3,291,500 in cash from the Chapter 11 Trustee on or around May 20, 2013. Moreover, holders of Allowed General Unsecured Claims will receive a pro rata share of distributions from the Trust Assets after liquidation and payment in full of secured claims. Estimated recovery for this class is 20 percent to 40 percent. All equity interests will be cancelled and terminated as of the Effective Date. A full-text copy of the Disclosure Statement is available at: http://bankrupt.com/misc/XTREME_IRON_ds.pdf About Xtreme Iron Xtreme Iron Holdings, LLC, filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 12-33832) in Dallas on June 13, 2012. Lake Dallas-based Xtreme Iron Holdings estimated assets and liabilities of $10 million to $50 million. Xtreme Iron Holdings is the holding company for Xtreme Iron LLC -- http://www.xtreme-iron.com-- which claims to own one of the largest heavy equipment rental fleets in the state of Texas. Their fleet is comprised of late model, low hour Caterpillar and John Deere equipment. Holdings said an estimated 90 percent of the business assets are located in North Texas counties. Xtreme Iron Hickory Creek LLC filed its own petition (Bankr. E.D. Tex. Case No. 12-41750) on June 29, listing under $1 million in both assets and debts. Xtreme Iron LLC commenced Chapter 11 proceedings (Bankr. N.D. Tex. Case No. 12-34540) almost a month later, on July 11, estimating assets and debts of $10 million to $50 million. Judge Harlin DeWayne Hale oversees the Chapter 11 cases of Holdings and Iron LLC. Gregory Wayne Mitchell, Esq., at The Mitchell Law Firm, L.P., serves as bankruptcy counsel to all three Debtors. On Sept. 14, 2012, Areya Holder was appointed Chapter 11 Trustee of the estates of Xtreme Iron Holdings, LLC, and Xtreme Iron, LLC. Gardere Wynne Sewell LLP serves as counsel for Areya Holder. Beta Capital LLC, a creditor, has asked the Bankruptcy Court in Dallas to transfer the venue of Holdings' Chapter 11 case to the Bankruptcy Court for the Eastern District of Texas, saying the company's domicile, residence, principal place of business, and the location of its principal assets are all in the Eastern District; and venue is not proper in the Northern District of Texas. YOSHI'S SF: Crucial Hearings, Status Conference Continued to Jan. ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California continued until Jan. 15, 2014, at 2:00 p.m., the hearing to consider: (i) creditor Fillmore Development Commercial, LLC's motion to dismiss the Chapter 11 case of Yoshi's San Francisco; (ii) creditor California Bank & Trust's motion for relief from the automatic stay. The status conference will also be continued on the same date. As reported in the Troubled Company Reporter on Feb. 22, 2013, Fillmore filed the motion to dismiss the case. On Oct. 29, 2012, Fillmore filed a lawsuit in state court seeking appointment of a receiver to take over control of YSF. YSF has been unable to pay its debts, including rent, to its tenant-in-common landlord Fillmore due to financial constraints. YSF recognized that a receivership would be ultimately unproductive, because it would be highly disruptive and potentially lead to loss of the Yoshi's name, as well as the manager who has been the driving force behind Yoshi's for forty years. In addition, it could not address the fundamental problem that Yoshi's construction left it burdened with a combination of rent and tenant improvement loans that cannot be satisfied. As a result of YSF's financial crisis and the costs of defending the receivership action, Goldcon recommended that the only option to allow the continued operation of Yoshi's and protect the interests of all creditors was for creditors of Yoshi's to file an involuntary bankruptcy petition against YSF. About Yoshi's San Francisco An involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Calif. Case No. 12-49432) was filed on Nov. 28, 2012, against Yoshi's San Francisco, aka Yoshi's San Francisco LLC, an upscale nightclub, music venue, and Japanese restaurant located in Oakland. The alleged creditors are Yoshi's Japanese Restaurant, allegedly owed $1.28 million; Apex Refrigeration Corp., owed $504; and East Bay Restaurant Supply Inc., owed $2,707. Judge Roger L. Efremsky oversees the case, taking over from Judge M. Elaine Hammond. Scott H. McNutt, Esq., and Shane J. Moses, Esq., at McNutt Law Group, represent the Debtor as counsel. YSF opened its doors in December 2007. The project was part of a partnership involving the City and County of San Francisco and a real estate developer, Fillmore Development Commercial, LLC. YSF is a California limited liability company with two members, both of which are corporate entities. The majority member is Yoshi's Fillmore, LLC, of which Yoshi's Japanese Restaurant in Oakland is the principal member and manager. The minority member is Fillmore Jazz Club, LLC, a group of investors managed by Michael Johnson, who also manages the developer, FDC. There is a provision in the YSF operating agreement that requires unanimous agreement to take certain actions that have a permanent effect on the company such as the filing of a voluntary Chapter 11 restructuring. This predictably led to acrimony and gridlock, and prevented YSF management from taking what it believed were the those actions necessary in the face of the company's continued financial situation. On Oct. 29, 2012, FDC filed a lawsuit in state court seeking appointment of a receiver to take over control of YSF. YSF recognized that this would be ultimately unproductive, because it would be highly disruptive and potentially lead to loss of the Yoshi's name, as well as the manager who has been the driving force behind Yoshi's for 40 years. YSF determined that the only option to allow the continued operation of Yoshi's and protect the interests of all creditors was for creditors of Yoshi's to file an involuntary bankruptcy petition against YSF. Fillmore is represented by Sara L. Chenetz, Esq., at Blank Rome LLP. * Bankruptcy Among Less Likely Targets in Lateral Hiring Plans -------------------------------------------------------------- ALM's The American Lawyer's survey of leaders of the Am Law 200, the nation's largest law firms, finds mild optimism and modest growth expectations for 2014. In lateral hiring plans, the hottest practice is litigation and the hottest city is Washington, as regulatory rollout boosts lawyer demand. But fully 85 percent of respondents worry about underperforming partners, and overall deequitizations are expected to rise. The 11 annual Law Firm Leaders survey is published in the December issue and at www.americanlawyer.com. Of the 105 firm leaders who responded to the survey, 70 percent expect the U.S. economic recovery to continue at the current pace in 2014, while 23 percent expect it to speed up. Looking at their own firms' profits per partner next year, 60 percent forecast growth of 5 percent or less over 2013; 21 percent expect more than 5 percent growth; 16 percent see flat PPP. As for billing rates, 85 percent say they will rise 5 percent or less; 13 percent expect increases of over 5 percent; only 2 percent see no change in rates. Asked in which practice areas they expect to add lateral partners next year, 82 percent named litigation, 70 percent corporate, 58 percent intellectual property and 22 percent real estate. Much less likely targets were financial services regulatory, mentioned by 7 percent of respondents; bankruptcy/restructuring 6 percent; health care 5 percent; labor and employment 4 percent; and energy 3 percent. The top five cities in which lateral additions are expected are Washington, DC, mentioned by 69 percent of leaders; New York 67 percent; Los Angeles 42 percent; Chicago 33 percent; and San Francisco 32 percent. To the question, "How worried are you that partners are not billing enough hours?," 61 percent said "somewhat" and 24 percent "very." Sixty-eight percent agreed with the statement that some of their partners are "staying on too long" before retirement. Forty-seven percent say their firm has deequitized partners this year, and 53 percent expect to do so in 2014. Full survey data are available for purchase in searchable, sortable Excel format from ALM Legal Intelligence http://almlegalintel.com/Surveys/LFLeaders About ALM ALM -- http://www.alm.com-- is a global leader in specialized business news and information. Trusted reporting delivered through innovative technology is the hallmark of ALM's award- winning media properties, which include Law.com (www.law.com), The American Lawyer, Corporate Counsel, The National Law Journal and The New York Law Journal. Headquartered in New York City with 16 offices worldwide, ALM brands have been serving their markets since 1843. * European Union Threatens Action Against Big Three Ratings Firms ----------------------------------------------------------------- Tom Fairless, writing for The Wall Street Journal, reported that the European Union's markets watchdog has warned that it may take "enforcement action" against the big three credit ratings firms after it found "deficiencies" in the way that they rank sovereign bonds. According to the report, the three U.S.-based rating firms have faced an onslaught of criticism and new regulation in Europe in recent years after lawmakers criticized the timing of their decisions to downgrade European sovereigns for aggravating the region's financial crisis. In a report published on Dec. 2, the Paris-based European Securities and Markets Authority, or ESMA, warned of a series of "actual failings or potential risks" that might compromise the independence and accuracy of the agencies -- Fitch Ratings, Moody's Investors Service and Standard & Poor's, the report related. It also pointed to failings in the way the agencies handled confidential information, including disclosure of upcoming rating actions to third parties, and highlighted "significant and frequent delays" in the publication of ratings, the report further related. "ESMA has not determined whether any of the report's findings constitute a breach of the credit ratings agency Regulation," the watchdog said in a statement, the report added. Further investigations "could lead to supervisory or enforcement actions," it said. * Illinois Legislative Leaders Try to Sell Tentative Pension Deal ----------------------------------------------------------------- Tim Jones, writing for Bloomberg News, reported that Illinois legislative leaders are trying to persuade lawmakers to embrace a solution for the nation's worst-funded U.S. public pension system as unions representing hundreds of thousands of workers and retirees push against the proposal. According to the report, the holiday weekend of lobbying is the prelude to the legislature's Dec. 3 return, when lawmakers in the Democrat-dominated General Assembly will consider the plan designed to save $160 billion over 30 years and restore stability to the retirement system. Leaders didn't disclose the measure's particulars, but labor groups mobilized nonetheless. "If their new plan is in line with what's been reported from earlier discussions, then it's an unfair, unconstitutional scheme that undermines retirement security," We Are One Illinois, a coalition of unions, said in a statement, the report cited. Illinois's five pension systems had 40 percent of the assets needed to cover obligations in fiscal 2011, the lowest ratio among states, data compiled by Bloomberg show. That has led to repeated credit downgrades for the lowest-rated U.S. state. The Nov. 27 proposal, agreed to by Democratic and Republican leaders, follows months of discussions by a special legislative panel appointed to develop a compromise, the report noted. * Lon A. Jenkins Joins Dorsey's Finance & Restructuring Group ------------------------------------------------------------- International law firm Dorsey & Whitney LLP on Dec. 2 disclosed that Lon A. Jenkins has joined the Finance & Restructuring Group in the Firm's Salt Lake City office as Of Counsel. Mr. Jenkins has 30 years of experience in the areas of commercial litigation and bankruptcy and chapter 11 reorganizations, including representation of secured and unsecured creditors, commercial lenders, financial institutions, debtors, trustees and creditors' committees in jurisdictions across the country. He has expertise in negotiating, structuring and formulating reorganization plans, the recovery, assembly and distribution of estate assets, as well as a broad range of creditor representations in corporate bankruptcies and insolvencies. Mr. Jenkins also has extensive experience in the areas of pre- filing or out-of-court workouts and has advised numerous large creditors in such matters. He represents various creditor constituencies in insolvency proceedings, including secured creditors, unsecured creditors, creditors' committees and indenture trustees. In addition, Mr. Jenkins represents commercial litigation clients, defending against a lender liability claim, pursuing claims of defrauded investors, as well as pursuing avoidance actions under the provisions of the Bankruptcy Code. Before joining Dorsey, Mr. Jenkins was shareholder of Jones Waldo PC in Salt Lake City and prior to that worked at the New York law firm of LeBoeuf, Lamb, Greene & MacRae for 23 years. He received his law degree from the University of Utah and a B.A. in psychology from St. Olaf College. Commenting on the announcement, Annette Jarvis, Partner and Head of Dorsey's Salt Lake City office said, "We are very pleased that Lon has joined Dorsey. He brings a wealth of bankruptcy, reorganization and workout experience and tremendous knowledge regarding all facets of bankruptcy litigation as well as SEC receiverships. Lon will be a wonderful addition to the Firm's strong, multi-office Finance & Restructuring practice. We continue to add talent strategically across the Dorsey platform to better serve our clients around the world." "I am delighted to be joining Dorsey and its great team of Finance & Restructuring lawyers," noted Mr. Jenkins. "I look forward to serving both my current clients as well as Dorsey's exceptional client base." About Dorsey & Whitney LLP Clients have relied on Dorsey since 1912 as a valued business partner. With locations across the United States and in Canada, Europe and the Asia-Pacific region, Dorsey provides an integrated, proactive approach to its clients' legal and business needs. Dorsey represents a number of the world's most successful companies from a wide range of industries, including leaders in the financial services, life sciences, technology, agribusiness and energy sectors, as well as major non-profit and government entities. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 129.8 (11.3) (10.7) ABSOLUTE SOFTWRE ABT CN 129.8 (11.3) (10.7) ABSOLUTE SOFTWRE OU1 GR 129.8 (11.3) (10.7) ACCELERON PHARMA XLRN US 48.4 (19.9) 6.2 ACCELERON PHARMA 0A3 GR 48.4 (19.9) 6.2 ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 454.9 (133.8) (83.4) ADVENT SOFTWARE ADVS US 454.9 (133.8) (83.4) AIR CANADA-CL A AIDIF US 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A AC/A CN 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A ADH GR 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A ADH TH 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B ADH1 TH 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B ADH1 GR 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B AC/B CN 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B AIDEF US 9,481.0 (3,056.0) 105.0 AK STEEL HLDG AK2 GR 3,766.4 (211.8) 394.9 AK STEEL HLDG AK2 TH 3,766.4 (211.8) 394.9 AK STEEL HLDG AKS US 3,766.4 (211.8) 394.9 AK STEEL HLDG AKS* MM 3,766.4 (211.8) 394.9 ALLIANCE HEALTHC AIQ US 528.2 (131.1) 64.8 AMC NETWORKS-A AMCX US 2,524.8 (611.9) 790.3 AMC NETWORKS-A 9AC GR 2,524.8 (611.9) 790.3 AMER AXLE & MFG AXL US 3,008.7 (101.6) 345.2 AMER AXLE & MFG AYA GR 3,008.7 (101.6) 345.2 AMR CORP AAMRQ* MM 26,780.0 (7,922.0) 143.0 AMR CORP AAMRQ US 26,780.0 (7,922.0) 143.0 AMR CORP ACP GR 26,780.0 (7,922.0) 143.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANACOR PHARMACEU ANAC US 44.9 (7.3) 17.0 ANACOR PHARMACEU 44A TH 44.9 (7.3) 17.0 ANACOR PHARMACEU 44A GR 44.9 (7.3) 17.0 ANGIE'S LIST INC ANGI US 109.7 (23.0) (24.2) ANGIE'S LIST INC 8AL TH 109.7 (23.0) (24.2) ANGIE'S LIST INC 8AL GR 109.7 (23.0) (24.2) ARRAY BIOPHARMA ARRY US 152.6 (13.2) 82.3 ARRAY BIOPHARMA AR2 TH 152.6 (13.2) 82.3 ARRAY BIOPHARMA AR2 GR 152.6 (13.2) 82.3 AUTOZONE INC AZO US 6,892.1 (1,687.3) (1,680.7) AUTOZONE INC AZ5 TH 6,892.1 (1,687.3) (1,680.7) AUTOZONE INC AZ5 GR 6,892.1 (1,687.3) (1,680.7) BARRACUDA NETWOR CUDA US 236.2 (90.1) (66.5) BARRACUDA NETWOR 7BM GR 236.2 (90.1) (66.5) BENEFITFOCUS INC BNFT US 54.8 (43.9) (3.6) BENEFITFOCUS INC BTF GR 54.8 (43.9) (3.6) BERRY PLASTICS G BERY US 5,045.0 (251.0) 550.0 BERRY PLASTICS G BP0 GR 5,045.0 (251.0) 550.0 BOSTON PIZZA R-U BPZZF US 156.7 (108.0) (4.2) BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2) BRP INC/CA-SUB V DOO CN 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V B15A GR 1,768.0 (496.6) (21.8) BRP INC/CA-SUB V BRPIF US 1,768.0 (496.6) (21.8) BURLINGTON STORE BUI GR 2,594.2 (421.3) 139.7 BURLINGTON STORE BURL US 2,594.2 (421.3) 139.7 CABLEVISION SY-A CVC US 7,588.1 (5,565.5) (14.0) CABLEVISION SY-A CVY GR 7,588.1 (5,565.5) (14.0) CAESARS ENTERTAI C08 GR 26,096.4 (1,496.8) 626.7 CAESARS ENTERTAI CZR US 26,096.4 (1,496.8) 626.7 CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,231.2 (8,370.8) 786.9 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,186.2 (503.8) 164.1 CHOICE HOTELS CZH GR 555.7 (484.7) 79.2 CHOICE HOTELS CHH US 555.7 (484.7) 79.2 CIENA CORP CIEN TE 1,727.4 (83.2) 763.4 CIENA CORP CIE1 TH 1,727.4 (83.2) 763.4 CIENA CORP CIE1 GR 1,727.4 (83.2) 763.4 CIENA CORP CIEN US 1,727.4 (83.2) 763.4 CINCINNATI BELL CBB US 2,551.7 (687.2) (147.2) COMVERSE INC CNSI US 844.8 (9.4) (6.1) COMVERSE INC CM1 GR 844.8 (9.4) (6.1) DIAMOND RESORTS D0M GR 1,073.5 (81.3) 682.4 DIAMOND RESORTS DRII US 1,073.5 (81.3) 682.4 DIRECTV DTV CI 20,588.0 (6,208.0) (300.0) DIRECTV DIG1 GR 20,588.0 (6,208.0) (300.0) DIRECTV DTV US 20,588.0 (6,208.0) (300.0) DOMINO'S PIZZA EZV GR 468.5 (1,322.2) 76.9 DOMINO'S PIZZA EZV TH 468.5 (1,322.2) 76.9 DOMINO'S PIZZA DPZ US 468.5 (1,322.2) 76.9 DUN & BRADSTREET DNB US 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 GR 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 TH 1,849.9 (1,206.3) (128.9) DYAX CORP DYAX US 70.6 (38.8) 41.0 DYAX CORP DY8 GR 70.6 (38.8) 41.0 EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) ENTRAVISION CO-A EV9 GR 455.7 (5.6) 78.1 ENTRAVISION CO-A EVC US 455.7 (5.6) 78.1 EVERYWARE GLOBAL EVRY US 356.6 (53.9) 142.5 FAIRPOINT COMMUN FRP US 1,592.6 (406.7) 30.0 FERRELLGAS-LP FGP US 1,356.0 (86.6) (21.3) FERRELLGAS-LP FEG GR 1,356.0 (86.6) (21.3) FIFTH & PACIFIC LIZ GR 846.2 (213.7) (64.6) FIFTH & PACIFIC FNP US 846.2 (213.7) (64.6) FOREST OIL CORP FST US 1,909.3 (63.1) (148.3) FOREST OIL CORP FOL GR 1,909.3 (63.1) (148.3) FREESCALE SEMICO FSL US 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO 1FS GR 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO 1FS TH 3,819.0 (4,526.0) 1,239.0 GENCORP INC GCY GR 1,750.4 (142.6) 111.1 GENCORP INC GY US 1,750.4 (142.6) 111.1 GENCORP INC GCY TH 1,750.4 (142.6) 111.1 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9 GLOBAL BRASS & C 6GB GR 576.5 (37.0) 286.9 GOLD RESERVE INC GRZ CN 23.7 (0.1) (17.3) GOLD RESERVE INC GDRZF US 23.7 (0.1) (17.3) GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOZYME THERAPE HALOZ GR 110.1 (3.5) 63.2 HALOZYME THERAPE HALO US 110.1 (3.5) 63.2 HCA HOLDINGS INC 2BH TH 28,393.0 (7,044.0) 2,352.0 HCA HOLDINGS INC 2BH GR 28,393.0 (7,044.0) 2,352.0 HCA HOLDINGS INC HCA US 28,393.0 (7,044.0) 2,352.0 HD SUPPLY HOLDIN 5HD GR 6,587.0 (753.0) 1,281.0 HD SUPPLY HOLDIN HDS US 6,587.0 (753.0) 1,281.0 HOVNANIAN ENT-A HO3 GR 1,664.1 (467.2) 950.2 HOVNANIAN ENT-A HOV US 1,664.1 (467.2) 950.2 HOVNANIAN ENT-B HOVVB US 1,664.1 (467.2) 950.2 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) IMMUNE PHARMACEU EPCTSEK EU 1.0 (16.2) (8.9) IMMUNE PHARMACEU IMNP SS 1.0 (16.2) (8.9) IMMUNE PHARMACEU IMNP BY 1.0 (16.2) (8.9) IMMUNE PHARMACEU IMNP TQ 1.0 (16.2) (8.9) INFOR US INC LWSN US 6,202.6 (476.4) (417.5) INSYS THERAPEUTI INSY US 22.2 (63.5) (70.0) INSYS THERAPEUTI NPR1 GR 22.2 (63.5) (70.0) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,533.5 (359.8) (281.4) JUST ENERGY GROU JE US 1,533.5 (359.8) (281.4) JUST ENERGY GROU JE CN 1,533.5 (359.8) (281.4) L BRANDS INC LTD GR 6,072.0 (861.0) 613.0 L BRANDS INC LTD TH 6,072.0 (861.0) 613.0 L BRANDS INC LTD US 6,072.0 (861.0) 613.0 LDR HOLDING CORP LDRH US 78.7 (0.6) 9.6 LEE ENTERPRISES LEE US 989.0 (102.6) (11.9) LORILLARD INC LO US 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LLV TH 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LLV GR 3,555.0 (2,042.0) 1,297.0 MACROGENICS INC M55 GR 42.2 (10.9) 9.9 MACROGENICS INC MGNX US 42.2 (10.9) 9.9 MANNKIND CORP NNF1 GR 287.6 (167.7) (138.5) MANNKIND CORP MNKD US 287.6 (167.7) (138.5) MANNKIND CORP NNF1 TH 287.6 (167.7) (138.5) MARRIOTT INTL-A MAQ GR 6,480.0 (1,409.0) (776.0) MARRIOTT INTL-A MAR US 6,480.0 (1,409.0) (776.0) MARRIOTT INTL-A MAQ TH 6,480.0 (1,409.0) (776.0) MARRONE BIO INNO MBII US 25.6 (47.8) (12.8) MDC PARTNERS-A MDZ/A CN 1,365.7 (40.1) (211.1) MDC PARTNERS-A MD7A GR 1,365.7 (40.1) (211.1) MDC PARTNERS-A MDCA US 1,365.7 (40.1) (211.1) MEDIA GENERAL MEG US 749.9 (217.2) 36.8 MERITOR INC MTOR US 2,570.0 (822.0) 338.0 MERITOR INC AID1 GR 2,570.0 (822.0) 338.0 MONEYGRAM INTERN MGI US 4,923.2 (116.3) 49.2 MORGANS HOTEL GR M1U GR 580.7 (163.7) 9.9 MORGANS HOTEL GR MHGC US 580.7 (163.7) 9.9 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NANOSTRING TECHN NSTG US 30.5 (2.0) 10.9 NATIONAL CINEMED XWM GR 982.5 (217.5) 139.1 NATIONAL CINEMED NCMI US 982.5 (217.5) 139.1 NAVISTAR INTL IHR GR 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL IHR TH 8,241.0 (3,933.0) 1,329.0 NAVISTAR INTL NAV US 8,241.0 (3,933.0) 1,329.0 NEKTAR THERAPEUT NKTR US 383.0 (50.3) 127.0 NEKTAR THERAPEUT ITH GR 383.0 (50.3) 127.0 NORCRAFT COS INC 6NC GR 265.0 (6.1) 47.7 NORCRAFT COS INC NCFT US 265.0 (6.1) 47.7 NORTHWEST BIO NWBO US 2.4 (16.2) (16.3) NYMOX PHARMACEUT NY2 TH 1.4 (6.9) (2.7) NYMOX PHARMACEUT NY2 GR 1.4 (6.9) (2.7) NYMOX PHARMACEUT NYMX US 1.4 (6.9) (2.7) OCI PARTNERS LP OCIP US 438.9 (122.9) 72.2 OMEROS CORP 3O8 GR 12.0 (23.9) (1.6) OMEROS CORP OMER US 12.0 (23.9) (1.6) OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPHTHTECH CORP OPHT US 40.2 (7.3) 34.3 OPHTHTECH CORP O2T GR 40.2 (7.3) 34.3 PALM INC PALM US 1,007.2 (6.2) 141.7 PHILIP MORRIS IN PM1 TE 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM FP 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM US 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 TH 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PMI SW 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1EUR EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1CHF EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 GR 36,795.0 (5,908.0) (2.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PG6 GR 1,088.3 (37.7) 212.1 PLY GEM HOLDINGS PGEM US 1,088.3 (37.7) 212.1 PROTALEX INC PRTX US 2.0 (7.6) (0.5) PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 465.1 (38.1) 92.3 QUINTILES TRANSN QTS GR 2,842.0 (712.0) 382.8 QUINTILES TRANSN Q US 2,842.0 (712.0) 382.8 RE/MAX HOLDINGS 2RM GR 238.1 (23.7) 31.5 RE/MAX HOLDINGS RMAX US 238.1 (23.7) 31.5 REGAL ENTERTAI-A RETA GR 2,508.3 (658.5) 54.0 REGAL ENTERTAI-A RGC US 2,508.3 (658.5) 54.0 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 REVLON INC-A REV US 1,259.4 (619.8) 192.4 REVLON INC-A RVL1 GR 1,259.4 (619.8) 192.4 RINGCENTRAL IN-A 3RCA GR 48.5 (20.7) (22.8) RINGCENTRAL IN-A RNG US 48.5 (20.7) (22.8) RITE AID CORP RAD US 7,169.0 (2,317.9) 1,943.6 RITE AID CORP RTA GR 7,169.0 (2,317.9) 1,943.6 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 1,925.8 (294.4) 503.5 SALLY BEAUTY HOL SBH US 1,925.8 (294.4) 503.5 SILVER SPRING NE 9SI TH 513.9 (88.9) 76.3 SILVER SPRING NE 9SI GR 513.9 (88.9) 76.3 SILVER SPRING NE SSNI US 513.9 (88.9) 76.3 SUNESIS PHARMAC RYIN TH 50.6 (5.8) 15.3 SUNESIS PHARMAC RYIN GR 50.6 (5.8) 15.3 SUNESIS PHARMAC SNSS US 50.6 (5.8) 15.3 SUNGAME CORP SGMZ US 0.2 (2.0) (2.0) SUPERVALU INC SJ1 GR 4,738.0 (1,031.0) 154.0 SUPERVALU INC SVU US 4,738.0 (1,031.0) 154.0 SUPERVALU INC SJ1 TH 4,738.0 (1,031.0) 154.0 TANDEM DIABETES TNDM US 48.6 (2.8) 13.8 TAUBMAN CENTERS TU8 GR 3,438.8 (211.5) - TAUBMAN CENTERS TCO US 3,438.8 (211.5) - THRESHOLD PHARMA NZW1 GR 101.0 (17.5) 74.4 THRESHOLD PHARMA THLD US 101.0 (17.5) 74.4 TOWN SPORTS INTE T3D GR 408.9 (40.4) (3.9) TOWN SPORTS INTE CLUB US 408.9 (40.4) (3.9) TROVAGENE INC-U TROVU US 9.6 (2.5) 7.1 ULTRA PETROLEUM UPL US 2,069.0 (376.8) (243.9) ULTRA PETROLEUM UPM GR 2,069.0 (376.8) (243.9) UNISYS CORP UIS1 SW 2,237.7 (1,509.9) 411.6 UNISYS CORP UISCHF EU 2,237.7 (1,509.9) 411.6 UNISYS CORP UIS US 2,237.7 (1,509.9) 411.6 UNISYS CORP UISEUR EU 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 GR 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 TH 2,237.7 (1,509.9) 411.6 VECTOR GROUP LTD VGR GR 1,121.0 (192.6) 316.7 VECTOR GROUP LTD VGR US 1,121.0 (192.6) 316.7 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRS TH 2,330.0 (493.8) 97.7 VERISIGN INC VRS GR 2,330.0 (493.8) 97.7 VERISIGN INC VRSN US 2,330.0 (493.8) 97.7 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 334.7 (3.4) 113.5 WEIGHT WATCHERS WW6 GR 1,408.2 (1,509.4) (79.8) WEIGHT WATCHERS WTW US 1,408.2 (1,509.4) (79.8) WEST CORP WSTC US 3,480.7 (782.6) 349.0 WEST CORP WT2 GR 3,480.7 (782.6) 349.0 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 XERIUM TECHNOLOG XRM US 600.8 (35.1) 123.8 XOMA CORP XOMA GR 76.9 (16.9) 46.5 XOMA CORP XOMA TH 76.9 (16.9) 46.5 XOMA CORP XOMA US 76.9 (16.9) 46.5 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers" public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors" Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2013. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***