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/raid1/www/Hosts/bankrupt/TCR_Public/131230.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, December 30, 2013, Vol. 17, No. 360 Headlines 1800 W. LAKE STREET: Case Summary & 2 Unsecured Creditors ACTIVECARE INC: Sells $3.1 Million Convertible Pref. Shares ADAMIS PHARMACEUTICALS: Sells $22.1-Mil. Worth of Common Shares AHN PROPERTIES: Voluntary Chapter 11 Case Summary ALION SCIENCE: Incurs $36.6 Million Net Loss in Fiscal 2013 ALLY FINANCIAL: Issues Statement on Auto Financing Consent Orders ANDALAY SOLAR: Inks $250,000 Note Purchase Agreement APPLIED MINERALS: Amends Prospectus Over Resale of 19.9MM Shares APPLIED MINERALS: Amends 19.9 Million Resale Prospectus ARXX CORPORATION: Chapter 15 Case Summary ASR CONSTRUCTORS: Affiliates Hire Rogers Anderson as Accountant ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant BEACON AT BRICKELL VILLAGE: Claims Bar Date Set for Jan. 2 BG MEDICINE: Stephane Bancel Now Serves as Chairman BONDS.COM GROUP: Former CEO Serving as Senior Advisor BRIGHTER CHOICE: Fitch Affirms BB- Rating on $15MM Revenue Bonds BUCK LTD: Foreclosure Sale Tomorrow CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off CASH STORE: Responds to New Ontario Regulations CELL THERAPEUTICS: Obtains Add'l $5 Million Funding From Hercules CHA CHA ENTERPRISES: Has Nod to Use Cash Collateral Until Jan. 12 CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Sales Tax Bonds CITYCENTER HOLDINGS: Fitch Affirms & Withdraws 'B' IDR CLEAR CHANNEL: Lenders Extend Credit Facility Until 2019 CLEAR CHANNEL: Bank Debt Trades at 3% Off COMMUNITY FIRST: Ruskin Vest Appointed to Board of Directors COMSTOCK MINING: Eliminates $2-Mil. of Debt & Future Royalties CUBIC ENERGY: Hikes Salaries of Executive Officers CUMULUS MEDIA: Extends Senior Credit Facilities to 2018 and 2020 DREIER LLP: Scam Victims Face a Cold New Year DUNE ENERGY: Amends Credit Agreement with Bank of Montreal ECOTALITY INC: Bankruptcy Judge Blocks Employee Bonuses EDENOR SA: Files Special Merger Financial Statements ELEPHANT TALK: Unit Signs New Agreement with Vodafone EMPIRE RESORTS: Maturity of Kien Huat Loan Extended to 2015 ENERGY SERVICES: Posts $3.6 Million Net Income in Fiscal 2013 ENGLOBAL CORP: Stockholders Elect Four Directors ERF WIRELESS: Implements Reverse Stock Split of Common Stock ERROL WALTERS: Property to Be Auctioned Off Jan. 22 FIRST PHYSICIANS: Files Pref. Stock Certificate of Designation FIRST QUANTUM: Fitch Retains 'BB' IDR on Watch Negative FOOTHILL/EASTERN TRANSPO: Fitch Rates 2013C Revenue Bonds 'BB+' FOWLERVILLE TRUE VALUE: Store Closes After 122 Years FOX & HOUND: Has Interim Authority to Obtain DIP Loans FOX & HOUND: Employs Olshan Frome as Bankruptcy Attorneys FOX & HOUND: Hires Young Conaway as Local Delaware Counsel FREDERICK'S OF HOLLYWOOD: Inks Merger Agreement with Harbinger FREDERICK'S OF HOLLYWOOD: TTG Apparel Holds 85.9% Equity Stake FREDERICK'S OF HOLLYWOOD: Harbinger Holds 85.9% Equity Stake FREESEAS INC: Incurs $17 Million Net Loss in H1 2013 FREESEAS INC: Amends Prospectus Over Resale of 5.5 Million Shares FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Purchase Pact Anew GENIUS BRANDS: Files Corrected Copy of Letter to Shareholders GETTY IMAGES: Bank Debt Trades at 7% Off GLOBAL AVIATION: Court Okays Hiring of Haynes & Boone as Attorneys GLOBAL AVIATION: Hires Imperial Capital as Financial Advisor GLOBAL AVIATION: Court Approves Hiring of Polsinelli as Co-Counsel GLOBAL AVIATION: Taps WorldWide Aero as Consultants GREEN FIELD ENERGY: Panel Hires Brown Rudnick as Co-Counsel GREEN FIELD ENERGY: Panel Taps Conway MacKenzie as Advisor GREEN FIELD ENERGY: Panel Hires Womble Carlyle as Co-Counsel HAWKER BEECHCRAFT: Textron in $1.4 Billion Deal to Acquire Firm HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 18 HERCULES OFFSHORE: Receives $50 Million From Insurers HERON LAKE: Issues Newsletter to Shareholders ICTS INTERNATIONAL: Incurs $1.8 Million Net Loss in H1 2013 IMPULSE LLC: Case Summary & Unsecured Creditor INDIGO-ENERGY INC: Court OKs Settlement in "Miller" Litigation INFINITY ENERGY: Amegy to Swap Pref. Shares for Common Shares INTELLICELL BIOSCIENCES: Issues 27 Million Shares to Hanover INT'L FOREIGN EXCHANGE: Claims Bar Date Set for Jan. 31 JEFFERSON COUNTY, AL: Admin. Claims Bar Date Set for Jan. 31 JEFFERSON COUNTY, AL: S&P Raises School Warrants Rating From 'D' KIDSPEACE CORP: Files Plan to Settle $100 Million in Claims LDK SOLAR: Submits Proposals to Offshore Creditors LEHMAN BROTHERS: MSHDA Lauds Ruling on Interest Rate Swaps LEHR CONSULTANTS: Jan. 31 Set as Claims Bar Date LEVEL 3: Fidelity Exempt From Common Stock Acquisition Regulation LIGHTSQUARED INC: New Plan Has Support From Fortress, Melody LIME ENERGY: To Issue 42,858 Common Shares Under 2013 Plan M*MODAL INC: Bank Debt Trades at 15% Off MGM RESORTS: Sells $500 Million of Senior Notes MI PUEBLO: Court Okays Cash Collateral Use Until Jan. 12 MI PUEBLO: Hires GA Keen as Real Estate Advisor MICHAELS STORES: Completes Sale of $260 Million Senior Notes MSI CORP: Hires Parente Beard as Accountant NAVISTAR INTERNATIONAL: Amends Retirement and Savings Plans NEW ENGLAND COMPOUNDING: Claims Bar Date Set for Jan. 15 NEW YORK CITY OPERA: Aim to Refund Tickets, Pay Severance Denied NEWLEAD HOLDINGS: Acquires Coal Wash Plant for $30 Million NPS PHARMACEUTICALS: Edward Stratemeier to Retire From Board NPS PHARMACEUTICALS: DRLP3 Approves Sale of PTH NV ENERGY: Fitch Raises IDR From 'BB+' on MEHC Merger Close OGX PETROLEO: Need Cash to Meet 2014 Operating Expenses ORAGENICS INC: Issues 698,241 Common Shares to Intrexon OXYSURE SYSTEMS: Expands to Hong Kong and Macau PACIFIC GOLD: Amends Report to Correct No. of Outstanding Shares PALM BEACH: Has Court's Nod to Hire Furr and Cohen as Attorney PALM BEACH: Has Okay to Hire SmartPlan Financial as Accountant PALM BEACH: U.S. Trustee Won't Appoint Creditors Committee PATRIOT COAL: Administrative Claims Bar Date Set for Jan. 17 PETRON ENERGY: Stockholders Elect Three Directors PLUG POWER: Regains Compliance With NASDAQ Listing Rules POSITIVEID CORP: Ironridge May Sell 9 Million Common Shares POWERHOUSE USA: Files for Chapter 7 Bankruptcy PRESIDENTIAL REALTY: Inks Settlement Agreement With U.S. Bank PRESSURE BIOSCIENCES: Stockholders Elect 2 Class II Directors PROVIDENT COMMUNITY: Cancels Registration of Common Stock RADIOSHACK CORP: Fitch Assigns 'CCC' Issuer Default Rating REGIONAL INTEGRATED: Case Summary & 20 Top Unsecured Creditors RESIDENTIAL CAPITAL: Admin. Claims Bar Date Set for Jan. 16 RGR WATKINS: Reaches Settlement With CJUF, Wants Case Dismissed RICEBRAN TECHNOLOGIES: Closes $9 Million Public Offering RITE AID: Posts $71.5 Million Net Income in Third Quarter RURAL/METRO CORP: To Pay $2.8MM to Settle Medicare Fraud Claims SEARS HOLDINGS: Greenberg Traurig Co-Chairman Named as Director SHREE ARIHANT: Case Summary & 17 Largest Unsecured Creditors SIMPLY WHEELZ: Taps Butler Snow as Legal Counsel SCICOM DATA: May Hire George McGunnigle as Mediator SCICOM DATA: Court Okays HLB Tautges as Accountant SHILO INN, TWIN FALLS: Can Use CBT's Cash Collateral Until June 30 SJ TRADEMARK: Trademarks, Domain Names to Be Auctioned Off Jan. 3 SOUND SHORE: Exclusive Plan Filing Deadline Moved to Jan. 24 SOUTHERN TITLE: Headed for Liquidation SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary STANS ENERGY: Provides Update on Management Cease Trade Order SULLIVAN KEATING: Case Summary & 2 Unsecured Creditors SURTRONICS INC: Can Continue Cash Collateral Use Until Dec. 31 SURTRONICS INC: May Hire Keith Johnson to as Special Counsel SURTRONICS INC: Amends Schedules of Assets & Liabilities SURTONICS INC: No Creditors' Committee Appointed T-L BRYWOOD: Has Access to RCG-KC Cash Collateral in December TEXTRON FINANCIAL: Fitch Affirms 'BB' Rating on Jr. Sub. Notes THERAPEUTICSMD INC: Names Randall Stanicky to Board of Directors THOMAS PROPERTIES: Terminates Offerings of Securities THOMAS PROPERTIES: Common Stock Delisted From NYSE TRANS ENERGY: Closes Sale Agreement with Antero for $36.3-Mil. TRIBUNE CO: To Meet With Lawmaker on Spinoff TXU CORP: Bank Debt Trades at 31% Off URBAN AG: Dismisses Harris F. Rattray CPA as Accountants VERTICAL COMPUTER: Settles Infringement Claim vs. LG Electronics VISION INDUSTRIES: Reexamines Accounting Treatment of Grants WAFERGEN BIO-SYSTEMS: Amends Form S-1 Registration Statements WATERSIDE CAPITAL: Provides Update on SBA's Receivership Complaint WHEATLAND MARKETPLACE: Can Use Cash Collateral Until Jan. 31 WINECARE STORAGE: NY Judge to Hold Hearing on Possible Liquidation WOLF CREEK INDUSTRIES: 16 Units at Baldwin Condo to Be Sold Jan. 7 WOUND MANAGEMENT: Obtains $2.4 Million Funding Commitment WPCS INTERNATIONAL: Amends SPA to Clarify Trading Restrictions YRC WORLDWIDE: Reaches Agreement to Reduce Debt by $300 Million YRC WORLDWIDE: HG Vora Held 3.6% Equity Stake at Dec. 12 YRC WORLDWIDE: Carlyle Group Lowers Equity Stake to 13.3% YRC WORLDWIDE: Marc Lasry Held 13.7% Equity Stake at Dec. 19 YUKOS OIL: Russia Frees Tycoon Mikhail Khodorkovsky ZOGENIX INC: Appoints EVP and Chief Medical Officer * 5 Companies May Not Survive Past 2014, Report Says * Fitch: US Repo Market Declines Underscore Possible Policy Risks * Dechert Lawyer Helped Keep Mergers on Track * BOND PRICING -- For Week From Dec. 23 to 27, 2013 ********* 1800 W. LAKE STREET: Case Summary & 2 Unsecured Creditors --------------------------------------------------------- Debtor: 1800 W. Lake Street LLC 6315 N. Lacrosse Chicago, IL 60646 Case No.: 13-49049 Chapter 11 Petition Date: December 27, 2013 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Benjamin A. Goldgar Debtor's Counsel: David P Lloyd, Esq. DAVID P. LLOYD, LTD. 615B S. LaGrange Rd. LaGrange, IL 60525 Tel: 708 937-1264 Fax: 708 937-1265 Email: courtdocs@davidlloydlaw.com Total Assets: $2.40 million Total Liabilities: $1.70 million The petition was signed by Chris Bambulas, member/manager. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb13-49049.pdf ACTIVECARE INC: Sells $3.1 Million Convertible Pref. Shares ----------------------------------------------------------- ActiveCare, Inc., completed the sale of $3,120,000 in 8 percent Original Issue Discount Senior Convertible Series F Preferred in a private placement. Under the terms of the securities purchase agreement with Hillair Capital Investments L.P. and other investors, ActiveCare has authorized the sale of up to a total of $6,000,000 of its Series F Preferred shares. The Series F Preferred shares are convertible into shares of ActiveCare common stock at a $1.00 per share. The Investors have also been issued a Warrant to purchase 3,120,000 shares of the Company's common stock. The Warrants have an exercise price of $1.10 per share. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss of $12.36 million for the year ended Sept. 30, 2012, compared with a net loss of $7.89 million during the prior year. The Company's balance sheet at June 30, 2013, showed $13.21 million in total assets, $20.33 million in total liabilities and a $7.11 million total stockholders' deficit. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2012, citing recurring operating losses and an accumulated deficit which conditions raise substantial doubt about the Company's ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Sells $22.1-Mil. Worth of Common Shares --------------------------------------------------------------- Adamis Pharmaceuticals Corporation closed its previously announced underwritten public offering of 3,720,000 shares of common stock at a public offering price of $5.95 per share. The gross proceeds to Adamis from the offering are $22,134,0000, before deducting underwriting discounts and commissions and other estimated offering expenses payable by Adamis. Adamis intends to use approximately $7 million of the net proceeds from the offering to make the final payment to acquire the assets relating to the Taper dry powder inhaler technology pursuant to an agreement that the company entered into earlier this year. An additional approximately $7.2 million of the net proceeds are also expected to be used to pay in full all amounts owed under unconverted convertible promissory notes that were issued in a private placement financing transaction in June 2013. Remaining net proceeds are expected to be used to fund efforts to obtain regulatory approval for and launch the company's Epinephrine PFS syringe product candidate, fund clinical trials and product development efforts, and for working capital and general corporate purposes, including payment of outstanding obligations and indebtedness. CRT Capital Group, LLC, acted as sole book-running manager for the offering, and Newport Coast Securities, Inc., acted as co-manager of the offering. A registration statement on Form S-1 relating to the shares of common stock offered by the company was filed with the U.S. Securities and Exchange Commission and is effective. The final prospectus relating to the offering has been filed with the SEC and is available on the SEC's Web site at http://www.sec.gov. Copies of the final prospectus may be obtained from the SEC's web site or from CRT Capital Group LLC, 262 Harbor Drive, Stamford, CT 06902. About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. The Company's independent registered public accounting firm has included a "going concern" explanatory paragraph in its report on the Company's financial statements for the years ended March 31, 2013, and 2012, indicating that the Company has incurred recurring losses from operations and has limited working capital to pursue its business alternatives, and that these factors raise substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $3.52 million in total assets, $8.45 million in total liabilities and a $4.93 million total stockholders' deficit. Bankruptcy Warning "Our management intends to address any shortfall of working capital by attempting to secure additional funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any sources of funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures. There is no assurance that any of the above options will be implemented on a timely basis or that we will be able to obtain additional financing on acceptable terms, if at all. If adequate funds are not available on acceptable terms, we could be required to delay development or commercialization of some or all of our products, to license to third parties the rights to commercialize certain products that we would otherwise seek to develop or commercialize internally, or to reduce resources devoted to product development. In addition, one or more licensors of patents and intellectual property rights that we have in-licensed could seek to terminate our license agreements, if our lack of funding made us unable to comply with the provisions of those agreements. If we did not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners, make it more difficult to obtain required financing on favorable terms or at all, negatively affect the market price of our common stock and could otherwise have a material adverse effect on our business, financial condition and results of operations," the Company said in its quarterly report for the period ended Sept. 30, 2013. AHN PROPERTIES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Ahn Properties, LLC 13 Edelweiss Lane Voorhees, NJ 08043 Case No.: 13-37874 Chapter 11 Petition Date: December 27, 2013 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Gloria M. Burns Debtor's Counsel: Matteo Samuel Weiner, Esq. BAIK AND ASSOCIATES, P.C. 2333 Fairmount Avenue Philadelphia, PA 19130 Tel: 215-232-5000 Email: matteoweiner.esq@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Young Gene Ahn, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ALION SCIENCE: Incurs $36.6 Million Net Loss in Fiscal 2013 ----------------------------------------------------------- Alion Science and Technology Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $36.59 million on $848.97 million of contract revenue for the year ended Sept. 30, 2013, as compared with a net loss of $41.44 million on $817.20 million of contract revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $624.62 million in total assets, $793.86 million in total liabilities, $61.89 million in redeemable common stock, $20.78 million in common stock warrants, $130,000 in accumulated other comprehensive loss and a $252.05 million accumulated deficit. Deloitte & Touche LLP, in McLean, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company does not expect to be able to repay its existing debt at their scheduled maturities. The Company's financing needs, its recurring net losses, and its excess of liabilities over assets raise substantial doubt about its ability to continue as a going concern, the auditors stated. Bankruptcy Warning The Company said in the Annual Report, "Management's cash flow projections indicate that absent a refinancing transaction or series of transactions, the Company will be unable to pay the principal and accumulated unpaid interest on its Secured Notes and Unsecured Notes when those instruments mature in November 2014 and February 2015, respectively. Our liabilities exceed our assets and we do not have sufficient cash flow from operating activities to repay the Secured and Unsecured Notes at maturity. Our history of continuing losses, our financial position, and the substantial liquidity needs we face, could make refinancing our debt more difficult and expensive and raises substantial doubt about the Company's ability to continue as a going concern. Management is actively engaged in the process of refinancing our existing indebtedness, including identifying additional potential sources of cash to refinance, retire or amend Alion's existing long term debt agreements." "We have reached a preliminary understanding with the holders of a majority of our outstanding Unsecured Notes regarding potential refinancing transactions involving our outstanding indebtedness and are negotiating a definitive agreement. However, management can provide no assurance that Alion will be able to enter into a definitive agreement or conclude a refinancing of its Unsecured Notes or that additional financing will be available to retire or replace its Secured Notes, and if available, that the terms of any transaction would be favorable. Default under the Unsecured Note Indenture or the Secured Note Indenture could allow our debt holders to declare all amounts outstanding under the revolving credit facility, the Secured Notes and the Unsecured Notes to be immediately due and payable. Any event of default could have a material adverse effect on our business, financial condition and operating results if creditors were to exercise their rights, including proceeding against substantially all of our assets that secure the Credit Agreement and the Secured Notes, and possibly cause us to invoke insolvency proceedings including, but not limited to, a voluntary case under the U.S. Bankruptcy Code." A copy of the Form 10-K is available for free at: http://is.gd/vv9Fnl About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. ALLY FINANCIAL: Issues Statement on Auto Financing Consent Orders ----------------------------------------------------------------- Ally Financial Inc. and certain of its subsidiaries have executed Consent Orders issued by the Consumer Financial Protection Bureau (CFPB) and the U.S. Department of Justice (DOJ) pertaining to the allegation of disparate impact in the auto finance business. Ally does not make loans directly to consumers, but rather, it purchases installment contracts originated by auto dealers. Ally's long-time process for evaluating auto installment contracts from dealers does not include information on a consumer's race or ethnicity. Ally assesses these contracts and sets pricing based solely on a consumer's creditworthiness and contract characteristics. The CFPB and DOJ assert that pricing disparity has occurred for certain protected classes of consumers as a result of the auto dealer's ability to mark-up Ally's rate at which it buys a retail installment contract. The CFPB and DOJ also assert that Ally has responsibility for the conduct of its dealer customers and allege that Ally has not sufficiently monitored the pricing practices of its dealer customers. Ally said it does not engage in or condone violations of law or discriminatory practices, and based on the company's analysis of its business, it does not believe that there is measurable discrimination by auto dealers. Regardless, Ally takes the assertions by the CFPB and DOJ very seriously and has agreed to the terms in the orders, which include enhancing dealer monitoring, reducing the perceived disparity for the protected classes outlined in the order, paying a civil money penalty of $18 million and contributing $80 million toward a settlement fund to be managed by an independent settlement administrator. Ally expects to take a $98 million charge in the fourth quarter related to these matters. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. Ally Financial Inc. reported net income of $1.19 billion for the year ended Dec. 31, 2012, as compared with a net loss of $157 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $150.55 billion in total assets, $131.49 billion in total liabilities and $19.06 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the Dec. 17, 2013, edition of the TCR, Fitch Ratings upgraded Ally Financial's long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB' from 'BB-'. The upgrade of Ally's ratings follows the approval of Residential Capital LLC's (ResCap's) bankruptcy plan by the Bankruptcy Court releasing Ally from all ResCap related claims, which combined with the recent mortgage settlements with the FHFA and the FDIC, essentially removes any mortgage-related contingent liability to Ally. ANDALAY SOLAR: Inks $250,000 Note Purchase Agreement ---------------------------------------------------- Andalay Solar, Inc., entered into a securities purchase agreement with certain institutional accredited investors relating to the sale and issuance of a (i) convertible note in the principal amount of $250,000 that matures Dec. 19, 2015, and (ii) five- year warrant to purchase 6,250,000 shares of common stock of the Company at an exercise price of $0.02, subject to adjustment under certain circumstances. The Convertible Note bears interest at the rate of 8 percent per annum compounded annually, is payable at maturity and the principal and interest outstanding under the Convertible Note are convertible into shares of the common stock of the Company, at any time after issuance, at the option of the Purchaser, at a conversion price equal to $0.02, subject to adjustment upon the happening of certain events, including stock dividends, stock splits and the issuance of Common Stock Equivalents at a price below the conversion price. Subject to the Company fulfilling certain conditions, including beneficial ownership limits, the Convertible Note is subject to a mandatory conversion if the closing price of the Company's common stock for any 20 consecutive days commencing six months after the issue date of the Convertible Note equals or exceeds $0.04. Unless waived in writing by the Purchaser, no conversion of the Convertible Note can be effected to the extent that as a result of such conversion the Purchaser would beneficially own more than 9.99 percent in the aggregate of our issued and outstanding common stock immediately after giving effect to the issuance of common stock upon conversion. The Company has the option of repaying the outstanding principal amount of the Convertible Note, in whole or in part, by paying the Purchaser a sum of money equal to 120 percent of the principal together with accrued but unpaid interest upon 30 days notice, subject to certain beneficial ownership limits. For so long as the Company has any obligation under the Convertible Note, the Company agreed to certain restrictions regarding, among other things, incurrence of additional debt, liens, amendments to charter documents, repurchase of stock, payment of cash dividends, affiliated transactions. The Company is also prohibited from entering into certain variable priced agreements until the Convertible Note is repaid in full. For a period of two years after the initial issuance of the Convertible Note, the Purchase Agreement also provides the Purchaser a right to participate in any future debt and equity offerings of Company securities. The Purchaser also has a piggyback registration right. The Convertible Note contains events of default which, if triggered, will result in the requirement to pay a default amount (up to 24 percent) as specified in the Convertible Note. A copy of the Securities Purchase Agreement is available at: http://is.gd/8VJQ4s About Andalay Solar Founded in 2001, Andalay Solar, Inc., is a provider of innovative solar power systems. In 2007, the Company pioneered the concept of integrating the racking, wiring and grounding directly into the solar panel. This revolutionary solar panel, branded "Andalay", quickly won industry acclaim. In 2009, the Company again broke new ground with the first integrated AC solar panel, reducing the number of components for a rooftop solar installation by approximately 80 percent and lowering labor costs by approximately 50 percent. This AC panel, which won the 2009 Popular Mechanics Breakthrough Award, has become the industry's most widely installed AC solar panel. A new generation of products named "Instant Connect" was introduced in 2012 and is expected to achieve even greater market acceptance. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing significant operating losses and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. Westinghouse Solar disclosed a net loss of $8.62 million on $5.22 million of net revenue in 2012, as compared with a net loss of $4.63 million on $11.42 million of net revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.34 million in total assets, $6.24 million in total liabilities, $180,468 in series A convertible redeemable preferred stock, $1.02 million in series D convertible preferred stock, and a $4.11 million total stockholders' deficit. APPLIED MINERALS: Amends Prospectus Over Resale of 19.9MM Shares ---------------------------------------------------------------- Applied Minerals, Inc., amended its registration statement on Form S-1 relating to the offer and sale by Berylson Master Fund, L.P., Kingdon Associates, Kingdon Family Partnership, L.P., M. Kingdon Offshore Master Fund, L.P., and Athelas Investment Limited, of up to 19,899,733 shares of the Company's common stock with par value of $0.001. Although the Company will incur expenses in connection with the registration of the shares of Common Stock offered under the prospectus, the Company will not receive any proceeds from the sale of the shares of Common Stock by the Selling Stockholders. The Company's Common Stock is quoted on the OTCQB under the symbol "AMNL." On Dec. 17, 2013, the closing bid quotation of the Company's Common Stock was $1.08. A copy of the Form S-1/A is available for free at: http://is.gd/GiG8E6 About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals incurred a net loss of $9.73 million in 2012 as compared with a net loss of $7.43 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $16.90 million in total assets, $13.25 million in total liabilities and $3.64 million in total stockholders' equity. Bankruptcy Warning "The Company has had to rely mainly on cash flow generated from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of its minerals at the Dragon Mine, it may have to file bankruptcy, as there is no assurance of the foregoing," the company said in its annual report for the year ended Dec. 31, 2012. APPLIED MINERALS: Amends 19.9 Million Resale Prospectus ------------------------------------------------------- Applied Minerals, Inc., filed with the U.S. Securities and Exchange Commission an amendment to its Form S-1 registration statement relating to the offer and sale, from time to time, of up to 19,899,733 shares of the Company's common stock with par value of $0.001 by Berylson Master Fund, L.P., Kingdon Associates, Kingdon Family Partnership, L.P., M. Kingdon Offshore Master Fund, L.P., and Athelas Investment Limited. About 7,500,000 shares are issuable on conversion of the 10 percent PIK-Election Convertible Notes due 2023 that were issued on Aug. 2, 2013. The interest rate on the PIK Notes is 10 percent per year and at the Company's election, interest may be paid in cash or in PIK Notes. If all interest is paid in cash, this prospectus will relate only to the 7,500,000 shares of common stock that the Company may be required to issue on conversion of the PIK Notes it has sold. If the Company issues additional PIK Notes in payment of interest, the number of shares to which this Prospectus relates will increase, and if the Company makes all the interest payments by issuing additional PIK Notes and all the PIK Notes (including all the PIK Notes issued as interest) remain outstanding until 2023, the additional shares issuable on conversion of the PIK Notes issued in payment of interest could increase the number of shares to which this Prospectus relates to 19,899,733 shares. The Company's Common Stock is quoted on the OTCQB under the symbol "AMNL." On Dec. 17 , 2013, the closing bid quotation of the Company's Common Stock was $1.08. A copy of the Form S-1/A is available for free at: http://is.gd/LPIUJJ About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals incurred a net loss of $9.73 million in 2012 as compared with a net loss of $7.43 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $16.90 million in total assets, $13.25 million in total liabilities and $3.64 million in total stockholders' equity. Bankruptcy Warning "The Company has had to rely mainly on cash flow generated from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of its minerals at the Dragon Mine, it may have to file bankruptcy, as there is no assurance of the foregoing," the company said in its annual report for the year ended Dec. 31, 2012. ARXX CORPORATION: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Debtors: Debtor Case No. ------ -------- ARXX Corporation 13-13313 800 Division Street Cobourg ON K9A 5V2 ARXX Building Products Inc. 13-13314 800 Division Street Cobourg, ON K9A 5V2 ARXX Building Products U.S.A. Inc. 13-13315 ECB Holdings, LLC 13-13316 APS Holdings, LLC 13-13317 Unisas Holdings, LLC 13-13318 Eco-Block International, LLC 13-13319 Chapter 15 Petition Date: December 27, 2013 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Kevin J. Carey Chapter 15 Debtors' Counsel: Matthew Barry Lunn, Esq. YOUNG, CONAWAY, STARGATT & TAYLOR 1000 North King Street Wilmington, DE 19809 Tel: 302-571-6600 Email: bankfilings@ycst.com Estimated Assets: $10 million to $50 million Estimated Debts: $1 million to $10 million ASR CONSTRUCTORS: Affiliates Hire Rogers Anderson as Accountant --------------------------------------------------------------- Another Meridian Company, LLC and Inland Machinery, Inc., debtor- affiliates of ASR Constructors, Inc., seek authorization from the Hon. Mark Houle of the U.S. Bankruptcy Court for the Central District of California to employ Rogers, Anderson, Malody & Scott, LLP CPAs as their accountant. The two Debtors require Rogers Anderson to: (a) prepare the Debtors' annual federal and state income tax returns and if necessary, assist the Debtor in resolution of tax matters; (b) assist the Debtors in the preparation of quarterly financial statements as necessary in the ordinary course of the Debtors' financial affairs; (c) provide the Debtors with accounting consulting services as necessary in the ordinary course of the Debtors' financial affairs; and (d) perform any and all other accounting, tax and business advice and services incident and necessary as the Debtor may require of the Firm in ordinary course of the Debtors' financial affairs. Rogers Anderson will be paid at these hourly rates: Matthew Wilson $240 Jenny Liu $200 Maya Ivanova $145 Daniel Turner $100 Rogers Anderson will also be reimbursed for reasonable out-of- pocket expenses incurred. Matthew Wilson, member of Rogers Anderson, 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. Rogers Anderson can be reached at: Matthew Wilson ROGERS, ANDERSON, MALODY & SCOTT, LLP CPAs 735 East Carnegie Driver, Suite 100 San Bernardino, CA 92408 Tel: (909) 889-0871 E-mail: mwilson@ramscpa.net About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. The Debtor estimated assets and debts of at least $10 million. Judge Mark D. Houle presides over the case. James C Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. ASR CONSTRUCTORS: Rodgers Anderson Approved as Accountant --------------------------------------------------------- ASR Constructors, Inc., has obtained authorization from the U.S. Bankruptcy Court for the Central District of California to employ Rodgers, Anderson, Malody & Scott LLP CPAs as accountant. As reported by the Troubled Company Reporter on Nov. 19, 2013, Rodgers Anderson will, among other things, prepare the Debtor's annual federal and state income tax returns and if necessary, assist the Debtor in resolution of tax matters. Peter C. Anderson, the U.S. Trustee for Region 16, said that because the firm is a prepetition creditor, it is not disinterested and is ineligible to be employed by the estate. The employment application states the firm is owed $40,126 for prepetition services. ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. The Debtor estimated assets and debts of at least $10 million. Judge Mark D. Houle presides over the case. James C Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. BEACON AT BRICKELL VILLAGE: Claims Bar Date Set for Jan. 2 ---------------------------------------------------------- Pursuant to the Order Granting Trustee's Second Ex Parte Motion to Extend Claims Bar Date dated Oct. 2, 2013, the deadline for parties to file proofs of claim in the Chapter 7 bankruptcy case of Beacon at Brickell Village, LLC, is Jan. 2, 2014. Claims must be filed with the U.S. Bankruptcy Court for the Southern District of Florida in Miami at the following address: United States Bankruptcy Court Attn: Clerk of Court Claude Pepper Federal Building 51 S.W. 1st Avenue, Room 1510 Miami, FL 33130 http://www.flsb.uscourts.gov The Chapter 7 trustee for Beacon at Brickell Village is represented by: Brian G. Rich, Esq. Isaac M. Marcushamer, Esq. BERGER SINGERMAN LLP, 125 South Gadsden Street, Suite 300 Tallahassee, FL 32301, Tel: (850) 561-3010, Fax: (850) 561-3013, E-mail: brich@bergersingerman.com imarcushamer@bergersingerman.com BG MEDICINE: Stephane Bancel Now Serves as Chairman --------------------------------------------------- The Board of Directors of BG Medicine, Inc., approved a change to Stephane Bancel's position within the Company from executive chairman to Chairman, effective as of Nov. 1, 2013. In connection with this change, the Compensation Committee of the Board of the Company terminated Mr. Bancel's consulting agreement with the Company, pursuant to which Mr. Bancel had been entitled to receive the equivalent of up to $150,000 per year in stock options for his service as executive chairman. Accordingly, as of Nov. 1, 2013, Mr. Bancel (i) ceased vesting in the stock option that was granted to him on July 25, 2011, when he became Executive Chairman, the vesting of which was contingent upon him serving as Executive Chairman, and (ii) ceased receiving all other compensation set forth in his consulting agreement. In lieu thereof, effective as of Nov. 1, 2013, Mr. Bancel became eligible to receive compensation under the Company's non-employee director compensation policy. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. In its annual report for the period ended Dec. 31, 2012, the Company said: "We expect to incur further losses in the commercialization of our cardiovascular diagnostic test and the operations of our business and have been dependent on funding our operations through the issuance and sale of equity securities. These circumstances may raise substantial doubt about our ability to continue as a going concern." BG Medicine reported a net loss of $23.8 million in 2012, compared with a net loss of $17.6 million in 2011. As of Sept. 30, 2013, the Company had $13.56 million in total assets, $12.95 million in total liabilities and a $610,000 total stockholders' equity. BONDS.COM GROUP: Former CEO Serving as Senior Advisor ----------------------------------------------------- Bonds.com Group, Inc., entered into a Consulting Agreement with Thomas Thees. Pursuant to the Consulting Agreement, Mr. Thees ceased serving as the Company's chief executive officer as of Dec. 17, 2013, and commenced serving as senior advisor to the Company. As Senior Advisor to the Company, Mr. Thees will provide consulting services to the Company as directed by the Company's Board of Directors. Subject to the terms of the Consulting Agreement, Mr. Thees will continue to serve in that capacity until his consulting term expires on Feb. 1, 2014. Pursuant to the Consulting Agreement, the Company will pay Mr. Thees a consulting fee of $12,500 per month (or a pro-rated amount for any portion of a month) for his services. Further, the Company will reimburse Mr. Thees for his health insurance premiums through July 31, 2014, and for certain pre-approved expenses incurred by him in connection with his services to the Company, in each case subject to certain conditions. Under the Consulting Agreement, Mr. Thees will be entitled to a bonus upon the occurrence of a Liquidity Event (as defined in the Consulting Agreement) by the Company. The amount of that bonus, if any, will be determined based on the amount of proceeds certain holders of shares of the Company's preferred stock and common stock would receive upon a Liquidity Event. The Company has no obligation under the Consulting Agreement to solicit, engage in, or effect a Liquidity Event. Additionally, the Consulting Agreement provides that Mr. Thees will continue to vest in his stock options until Feb. 1, 2014, at which time his continuous service status will be deemed terminated without cause by the Company for purposes of determining the vesting period and exercise period of his stock options. Under the Consulting Agreement, Mr. Thees will be subject to certain restrictive covenants in favor of the Company through the consulting term. Additionally, the Consulting Agreement provides for a mutual release of any and all claims through Dec. 17, 2013. Except with respect to Mr. Thees right to indemnification under the Employment Agreement, dated May 16, 2012, between the Company and Mr. Thees as a former officer of the Company, the Consulting Agreement terminates the Employment Agreement and the terms of the Employment Agreement do not survive such termination. Mr. Thees continues to serve as a director on the Company's Board of Directors. Effective Dec. 17, 2013, George O'Krepkie, the Company's president, and John Ryan, the Company's chief financial officer and chief administrative officer, have jointly assumed the responsibilities of the Company's chief executive officer on an interim basis until the Company's Board of Directors appoints a new chief executive officer. Mr. O'Krepkie was appointed as the Company's President on Feb. 2, 2011. Prior to being appointed as president, Mr. O'Krepkie was employed as the Company's Head of Sales since December 2009. Prior to joining the Company, Mr. O'Krepkie was Director of Fixed Income for BTIG LLC, an institutional brokerage and fund services company that provides order execution, ECN services, outsource trading and brokerage services, from January 2009 to December 2009. From July 1999 until September 2008, Mr. O'Krepkie was employed with MarketAxess Holdings, Inc., which operates an electronic trading platform, most recently as its Head of Dealer Relationship Management. Mr. O'Krepkie graduated from the University of Maryland. Mr. Ryan was appointed as the Company's chief administrative officer on Feb. 2, 2011, and to the additional post of chief financial officer in September 2011. Prior to that Mr. Ryan was employed by the Company in various capacities since approximately January 2010. Prior to joining the Company, Mr. Ryan served as CFO and a Board Member of Shortridge Academy Ltd., a therapeutic boarding school. From 2002 to 2003, Mr. Ryan was a Managing Director, CFO and CAO of Zurich Capital Markets, Inc. While at Zurich Capital Markets, Mr. Ryan served as a Director and Chair of the Audit Committee of Zurich Bank (Ireland). Mr. Ryan was previously with Greenwich Capital Markets from 1985 to 2001 in various senior management roles and was CFO when he left. He is a graduate of Trinity College Dublin and is a Chartered Accountant having started his career at PricewaterhouseCoopers. Mr. O'Krepkie and Mr. Ryan have certain compensatory arrangements which have been previously disclosed by the Company, and their assumption of the responsibilities of chief executive officer does not change the terms of those arrangements. About Bonds.com Group Based in Boca Raton, Florida, Bonds.com Group, Inc. (OTC BB: BDCG) -- http://www.bonds.com/-- through its subsidiary Bonds.com, Inc., serves institutional fixed income investors by providing a comprehensive zero subscription fee online trading platform. The Company designed the BondStation and BondStationPro platforms to provide liquidity and competitive pricing to the fragmented Over- The-Counter Fixed Income marketplace. The Company differentiates itself by offering through Bonds.com, Inc., an inventory of more than 35,000 fixed income securities from more than 175 competing sources. Asset classes currently offered on BondStation and BondStationPro, the Company's fixed income trading platforms, include municipal bonds, corporate bonds, agency bonds, certificates of deposit, emerging market debt, structured products and U.S. Treasuries. Bonds.com Group disclosed a net loss of $6.98 million in 2012, as compared with a net loss of $14.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $6.05 million in total assets, $4.09 million in total liabilities and $1.95 million in total stockholders' equity. EisnerAmper LLP, in New york, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations, and a working capital deficiency and a stockholders' deficiency that raise substantial doubt about its ability to continue as a going concern. BRIGHTER CHOICE: Fitch Affirms BB- Rating on $15MM Revenue Bonds ----------------------------------------------------------------- Fitch Ratings affirms its 'BB-' rating on approximately $15.1 million in project education revenue bonds (the bonds), series 2012 for the Industrial Development Authority of the City of Phoenix, Arizona. The bonds were issued on behalf of Brighter Choice Charter Middle School for Boys and Brighter Choice Charter Middle School for Girls (BCCMS, the schools). SECURITY: Project education revenue bonds are a general obligation of BCCMS, with the Brighter Choice Foundation (BCF, the foundation) providing a guarantee for debt service. A custody agreement is in place that directs state of New York (general obligation bonds rated 'AA' by Fitch) educational aid funding received by Albany City School District (the district) to the bond trustee for the payment of debt service. Other security provisions include a debt service reserve funded to maximum annual debt service (MADS) on the bonds and a first mortgage lien on the campus. The Rating Outlook is revised to Negative. KEY RATING DRIVERS NEGATIVE OUTLOOK: The Outlook reflects BCCMS fiscal 2013 operations which resulted in a negative margin due to rising operating expenses which were not offset by the growth in student enrollment. Further concerns include the ability of BCCMS to meet scheduled debt service through normal operating net income. LIMITED OPERATING HISTORY: The rating reflects BCCMS' three-year operating history. The schools are in their fourth year of operations. Accompanying this limited operating history are weakened operating margins, and a very high debt burden. Notwithstanding the weaker resource base and operations, Fitch's analytical methodology constrains any charter with less than five years of operating history to a speculative grade rating. DEMAND ON-TARGET: BCCMS enrolled 438 students in fall of 2013, close to full capacity of 444 students which was previously expected only in fall of 2014. Fitch expects fiscal 2014 operations to reflect the benefit of a fully enrolled complement of students. WEAK LIQUIDITY AND HIGH DEBT BURDEN: Liquid resources held by BCCMS provide a very minimal cushion while the relatively small revenue base results in an extremely high pro-forma debt burden. NO RENEWAL HISTORY: BCCMS is in the fourth year of operations on a five-year charter. Fitch expects the authorizer, The Charter School Institute (CSI) of the State University of New York (SUNY) to consider BCCMS' charter renewal as early as summer of 2014. However, with less than one charter renewal and limited operating history, BCCMS, as per Fitch criteria, is under the threshold for an investment grade rating. RATING SENSITIVITIES: IMPROVED ACADEMICS AND OPERATIONS: BCCMS' inability to balance fully-enrolled middle school operations and demonstrably improve academic performance as measured by the authorizer, could pose negative rating pressure. CHARTER SCHOOL SECTOR RISKS: A limited financial cushion; substantial reliance on enrollment-driven, per pupil funding; and charter renewal risk are credit concerns common among all charter school transactions that, if pressured, could negatively impact the rating over time. CREDIT PROFILE: WEAK MARGINS AND HIGH DEBT BURDEN The operating margin for audited fiscal 2013, audited was a very weak negative 28%, down from a positive 18% margin in fiscal 2012. This decline was the result of expensing the interest portion of debt service that BCCMS had capitalized at bond issuance. Fitch calculated the adjusted margin (accounting for capitalized interest) at an improved but still negative at 11.3%. As fiscal 2014 will be the first year with a nearly fully enrolled school at 438 students, Fitch expects operations to stabilize and BCCMS to have the ability to cover its $1.286 million debt service payment in calendar 2014. BCCMS' MADS, including subordinate loan payments, totals $1.41 million in 2043 and constitutes a high 27.4% of 2013 revenues. Weakened 2013 operations generated income available for debt service (DS) of $953,000, covering MADS by just 0.68x. However, Fitch expects BCCMS' debt burden to decline as the schools operate at full capacity starting fiscal year 2014. The inability for the schools to generate DS coverage from regularly recurring net income could further constrain BCCMS' credit rating. DEMAND STABLE BCCMS is located in the city of Albany and is authorized by CSI. Initiating operations in fall 2010 with 92 students, BCCMS has grown as planned and had a combined enrollment of 438 students, as of fall 2013. Final enrollment at BCCMS was forecasted at 444 students within its first five years of operations; Fitch considers the schools fully enrolled for fiscal 2014. The middle schools are located directly across the street from the Brighter Choice Charter Boys Elementary School and the nearby Brighter Choice Charter Girls Elementary School (the elementary schools, revenue bonds rated 'BB+, Stable Outlook' by Fitch). BCCMS is part of the Albany Charter Schools Network and is one of ten schools who have an agreement with the foundation. BCF charter schools serve over 3,000 children accounting for roughly 25% of all students within the city. ACADEMIC PERFORMANCE COULD AFFECT RENEWAL Fitch notes that academic performance as measured by the CSI was weaker than expected for both schools. Additionally, Fitch notes that charter renewal expectancy is highly correlated to meeting academic benchmarks consistently. The ability for the schools to achieve sufficient improvement and prevent a limitation to a full charter renewal is a real concern. Fitch expects to review the schools' academic scorecard in the 2014 review period and could take rating action at that time. OBLIGOR AND GUARANTOR RESOURCES LIMITED In fiscal 2013, BCCMS' available funds, or cash and investments not permanently restricted, grew to $366,000 from $134,000 registered the prior year. As a percentage of fiscal 2013 operating expenditures and pro-forma leverage, available funds comprised approximately 5.6% and 2.3%, respectively. These limited balance sheet resources are expected to be supported marginally by the foundation, represented by the guarantee of debt service on the bonds. However, foundation assets are limited and are not prohibited from supporting, as needed, other affiliated charter schools. Hence, Fitch does not include the potential BCF support as a rating factor. BCF's fiscal 2012 available funds (defined as unrestricted cash and investments) totaled approximately $718 thousand, approximately 12% of fiscal 2012 expenditures and 1.7% of the foundation's outstanding debt (including mortgages). As the foundation continues to participate in New Market Tax Credit transactions, management expects a forgiveness of roughly $7.3 million in debt by June of 2017, including a transaction completed in December 2013 which netted $1.1 million in cash. These amounts which may be a combination of cash and non-cash revenue are expected to strengthen BCF's credit position incrementally over time. REGULATORY FRAMEWORK Bondholder security is enhanced by various security provisions and the generally supportive operating environment for charter schools in the city of Albany (the city). Under the custody agreement mentioned earlier per pupil education aid funding, receivable from the state and paid to the district, is remitted directly by the district to the custodian/bond trustee for debt service and associated expenses. Remaining education aid funding is then remitted to BCCMS to be used for general operating purposes. BCCMS can appeal to the state in case of non-payment or delay of education aid from the district to the trustee and have funds remitted directly from the state to the trustee. BUCK LTD: Foreclosure Sale Tomorrow ----------------------------------- Branch Banking and Trust Company, successor in interest to Colonial Bank, by asset acquisition from the Federal Deposit Insurance Corporation, as receiver for Colonial Bank, successor by conversion to Colonial Bank, N.A., will sell at public outcry to the highest bidder for cash at the main entrance of the Courthouse in the City of Columbiana, Alabama, during the legal hours of sale on Dec. 31, 2013, the real property of Buck, Ltd., an Alabama limited partnership. The real property is situated in Shelby County, Alabama. Buck has defaulted on its debt to Colonial Bank. The sale is made for the purpose of paying the debt secured by the Mortgage, as well as the expenses of foreclosure. At the sale, the Real Property may be offered for sale and sold (i) as a whole, (ii) as individual tracts or (iii) in any other manner Holder may elect. Attorney for Branch Banking & Trust: Donald M. Warren, Esq. BURR & FORMAN LLP 420 N 20th Street, Suite 3400 Birmingham, Alabama 35203 Tel: (205) 251-3000 E-mail: dwarren@burr.com CAESARS ENTERTAINMENT: Bank Debt Trades at 5% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 95.36 cents-on-the-dollar during the week ended Friday, December 27, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.23 percentage points from the previous week, The Journal relates. Caesars Entertainment pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018 and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CASH STORE: Responds to New Ontario Regulations ----------------------------------------------- The Cash Store Financial Services Inc. responded to Ontario Regulation 351/13 that was filed by the Government of Ontario on Dec. 17, 2013. Cash Store Financial is reviewing the regulations in detail, but understands that Regulation 351/13, made under the Payday Loans Act, 2008, prescribes certain categories of credit such that the Act will apply to certain line of credit products offered through the Company's The Cash Store Inc. and Instaloans Inc. retail banners. The new regulations are scheduled to come into force on Feb. 15, 2014. Cash Store Financial intends to comply with any regulatory requirements and intends to apply for a license under the new regulations. In February 2013, Cash Store Financial introduced its Line of Credit products in Ontario. Consumers were given a chance to improve their financial circumstance by providing a pathway to traditional credit forms and gradual access to lower cost credit products. This was done through a risk-tiered and graduated suite of Line of Credit products that over time, provided lower-cost, more flexible loans that ultimately result in access to credit- scored products. Thousands of Canadians have already advanced up the ladder, meaning they are paying substantially lower fees than allowed under the Payday Loans Act. The Company is assessing the impact the new regulations will have on certain of its products. Meeting Set on February 3 An annual and special meeting of shareholders of The Cash Store Financial Services Inc. will be held at the Sheraton Gateway Hotel in the Toronto Pearson International Airport, Montreux Room, Terminal 3, Toronto, Ontario, L5P 1C4, on Monday, Feb. 3, 2014, at 9:00 a.m. (Toronto time). At the Meeting, Shareholders will be considering and voting upon annual and special business for Cash Store Financial, being: (i) the reduction of the number and election of directors; (ii) the appointment of auditors; (iii) the consideration, and, if deemed appropriate, passing of a resolution confirming By-Law No. 4 and the Repeal of By- Law No. 3; (iv) the consideration, and, if deemed appropriate, passing of a resolution confirming and approving the renewal of the Company's share option plan; and (v) the consideration, and, if deemed appropriate, passing of an ordinary resolution of the disinterested Shareholders of the Company authorizing and approving the value of the interest received by 424187 Alberta Ltd. and Coliseum Capital Management LLC. under a credit facility in aggregate above 10 percent of the market capitalization of the Company in order to enable further draws under the credit facility. A copy of the Notice is available at http://is.gd/wpU06w About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. The Cash Store incurred a net loss and comprehensive loss of C$35.53 million on C$190.76 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million on C$187.41 million of revenue for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. * * * As reported in the Feb. 8, 2013 edition of the TCR, Standard & Poor's Ratings Services lowered its issuer credit rating on Cash Store Financial (CSF) to 'CCC+' from 'B-'. The outlook is negative. "The downgrades follow a proposal by the payday loan registrar in Ontario to revoke CSF's payday lending licenses and CSF's announcement that it has discontinued its payday loan product in the region," said Standard & Poor's credit analyst Igor Koyfman. The company's businesses in Ontario, which account for approximately one-third of its store count, will begin offering a new line of credit product to its customers. S&P believes this is to offset the loss of its payday lending product; however, this is a relatively new product, and S&P believes that it will be challenging for the company to replace its lost earnings from the payday loan product. S&P also believes that the registrar's proposal could lead to similar actions in other territories. As reported by the TCR on May 22, 2013, Moody's Investors Service downgraded the Corporate Family Rating and senior unsecured debt rating of Cash Store Financial Services to Caa1 from B3 and assigned a negative outlook. According to Moody's, CSFS remains unprofitable on both the pretax and net income lines and prospects for return to profitability are unclear. CELL THERAPEUTICS: Obtains Add'l $5 Million Funding From Hercules ----------------------------------------------------------------- Cell Therapeutics, Inc., previously entered into a Loan and Security Agreement with Hercules Technology Growth Capital, Inc., effective March 26, 2013. The Agreement provided for an initial loan to the Borrower of $10 million and the ability for the Borrower to request up to an additional $5 million any time from Nov. 30, 2013, through Dec. 15, 2013. On Dec. 16, 2013, pursuant to an advance request by the Company, the Lender funded the Company with the additional $5 million under the Agreement. As a result, the Company presently has an outstanding loan balance of $15 million under the Agreement. The Advance bears interest at a rate equal to 12.25 percent plus any amount by which the prime rate exceeds 3.25 percent. Due to the Advance and in accordance with the terms of the Agreement, the number of shares of the Company's common stock underlying that certain warrant originally issued to the Lender on March 26, 2013, increased by 135,808. About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2013, showed $47.23 million in total assets, $33.39 million in total liabilities, $13.46 million in common stock purchase warrants, and $387,000 in total shareholders' equity. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its quarterly report for the period ended Sept. 30, 2013. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for pacritinib, PIXUVRI, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. CHA CHA ENTERPRISES: Has Nod to Use Cash Collateral Until Jan. 12 ------------------------------------------------------------------ The Hon. Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California, in an eight interim order, has authorized Cha Cha Enterprises, LLC, to use cash collateral of Wells Fargo Bank, N.A., until Jan. 12, 2014. As adequate protection for the Debtor's use of cash collateral, the Debtor will make these adequate protection payments to the Bank: (1) on Jan. 2, 2014, the amount equal to the sum of (i) the monthly payment of principal and interest at the non- default rate that will be due and owing by the Debtor to the Bank pursuant to (a) the term note dated May 15, 2006, in the original principal amount of $10 million; (b) the term note dated April 1, 2009, in the original principal amount of $3.26 million; (c) the term note dated Jan. 22, 2010, in the original principal amount of $3.37 million; and (d) the term note dated Jan. 22, 2010, in the original principal amount of $1.06 million, each made by the Debtor to the order of the Bank, on that payment date; and (ii) monthly payment required to be paid by the Debtor to the Bank pursuant to the swap documents executed by the Debtor in favor of the Bank for Trade Nos. 89372, 518708, 611495, and 611496, on that payment date; and (2) on the dates and in the amounts specified therein, any further adequate protection payments required to be made pursuant to any further interim cash collateral order. As further adequate protection, the Bank has been granted a valid, non-avoidable, and fully perfected replacement lien in the replacement collateral, or all property of the same type as the prepetition collateral acquired by the Debtor on or after the Petition Date, to secure any diminution in value of any of the prepetition collateral. In addition to the continuation of the replacement lien, the Bank will continue to be entitled to an administrative expense claim with a superpriority status. A copy of the budget is available for free at: http://bankrupt.com/misc/CHACHAcashcoll8budget.pdf About Cha Cha Enterprises Cha Cha Enterprises, LLC, is a California limited liability company formed in 1998 to purchase a fee interest in property located at 1775 Story Road, San Jose, California and a leasehold interest in property located at 1745 Story Road in San Jose. Cha Cha's primary business is the rental of real property. Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11 protection (Case No. 13-53893) on the same day. The cases are not jointly administered. Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serves as counsel. Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP Robert B. Kaplan, P.C. represents secured creditor Wells Fargo Bank, N.A. CHESTERFIELD VALLEY: Fitch Affirms 'BB' Rating on Sales Tax Bonds ----------------------------------------------------------------- Fitch Ratings has taken the following action on Chesterfield Valley Transportation Development District, MO's (the district) bonds: -- $14.665 million series 2006 transportation sales tax revenue bonds affirmed at 'BB'. The Rating Outlook remains Positive. SECURITY The bonds are limited obligations payable solely from the net revenues of a 0.375% tax on retail sales within the district, subject to annual appropriation by the district. The sales tax expires February 2031, five years after the final maturity of the bonds. There is also a cash-funded debt service reserve fund (DSRF) with a $2.03 million funding requirement; the DSRF is currently fully funded. KEY RATING DRIVERS RECENT SALES TAX IMPROVEMENT: The sales tax base has noticeably improved with the opening of two sizeable outlet centers within the district in August 2013. IMPROVING BUT VOLATILE REVENUE: Sales tax collections for 2011, 2012 and 2013 were up considerably versus prior years, reflecting an improved local economy, but inherently remain subject to cyclical volatility. REVENUE UNDERPERFORMANCE & DSRF RELIANCE: Revenue performance remains consistently below expectations at the time of issuance, triggering an intra-year reliance on the cash funded DSRF for the past four years. Strong revenue performance of late and an expanded base should aid the district in eliminating its dependence on the DSRF over the near term. BULLET MATURITY & REQUIRED TURBO: Fitch views the debt structure as generally weak with interest-only payment requirements between 2017 and 2025 and a bullet maturity in 2026. In the event excess revenues start flowing, the structure does require early redemption. However, subordinate notes issued in 2012 divert funds from early redemptions that are critical to ultimate payoff. ACCESSIBLE LOCATION: The district encompasses a five-mile commercially attractive retail corridor along Interstate 64 which caters to the affluent St. Louis County region. RATING SENSITIVITIES SALES TAX BASE EXPANSION: The expansion of the sales tax revenue base from the recent opening of two outlet malls and further expansion of these malls will likely enhance pledged revenues, debt service coverage and overall credit quality. ADDITIONAL LEVERAGING OF REVENUE SOURCE: If the district issues more subordinate notes similar to the 2012 notes that delay pre- payment of the 2006 bonds, the district's ability to pay the 2026 maturity will be reduced, creating downward rating pressure. CREDIT PROFILE The district encompasses a sizable 7.43 square mile area located along a five-mile corridor of Interstate-64 in western St. Louis County. As of November 2013, there were 664 retail establishments located within the district. NEW OUTLET MALLS EXPAND TAX BASE The district comprises one of the largest concentrations of big box retailers in the region. There is point-of-sale concentration with the top 15 payers in 2012 accounting for 52% of total sales tax collections. Concentration in the district is expected to materially diversify with the August 2013 opening of two large outlet malls operated by Simon Property Group and Taubman. In the first two months of reported sales from these malls, sales tax revenues were up 34% over the prior year. The Simon-operated mall is adding an additional 80,000 square feet of fully leased space to open in late 2014 to its existing 300,000 square feet, likely further improving revenues. SALES TAX REBOUND Sales tax revenues for the first nine months of 2013 increased by a robust 5.9% over same period collections in 2012. This period includes two months of revenues from the new outlet malls. This growth follows a 7.3% increase in 2012 and an 8.5% increase in sales tax revenues in 2011 compared to 2010. Between fiscals 2007 and 2010, sales tax collections in the district fell by nearly 16%. The decline was mostly attributable to the recession but also due partly to a one-month payment lag in 2010, created when the state assumed sales tax collection responsibilities from the city of Chesterfield (the city) in early 2010. In addition, the 2006 issue was structured based on over-optimistic sales tax projections, leading to marginal debt service coverage from the onset. Sales tax revenues were insufficient to meet debt service requirements as a result of these declines, forcing the district to draw upon the DSRF annually beginning in 2010. Draw-downs totaled $183,000 in 2010, $399,000 in 2011, $404,000 in 2012 and $372,000 in 2013 to cover 11%, 24%, 24% and 22%, respectively, of the larger April principal and interest payments in those years. In all three years, the DSRF requirement was restored before the end of the year as sales taxes were received and deposits were made per the flow of funds. Management is projecting either a minimal draw or no draw in April 2014 and going forward, reflecting improved collections. After 2015, debt service drops significantly until 2026. WEAK LEGAL PROVISIONS Fitch views the bond structure as weak with a large bullet maturity in 2026 and interest payments only from 2017 through 2025. In the event revenues exceed debt service requirements, the first $500,000 a year of excess sales tax revenues up to a total of $2 million goes into a future projects account. Excess sales tax revenues beyond those deposited to the future projects account are to be used to redeem the 2026 bullet via a mandatory redemption feature. Pre-payment of the 2026 bullet is critical to its ultimate repayment, as annual revenues are well below the bullet payment. The bond documents are permissive, allowing for liberal issuance of additional parity and subordinate debt. In late 2012 the district issued $353,000 of subordinate notes that are repaid using funds from the future projects account, which will delay pre-payment of the 2026 bullet. There is no limitation to the amount of similar subordinate bonds that the district can issue, so repayment of the 2026 bullet could be materially impaired, though management states that it is not planning to issue additional similar notes. Management is currently planning to issue about $5.3 million of additional subordinate notes, though there is no debt service on these notes until the 2006 bonds are fully amortized, so they will not delay or impair the repayment of the 2006 bonds. The additional notes are financing road projects in the district. HEALTHY COVERAGE LEVELS Assuming sales tax levels for the last 12 months (reflecting two months of outlet mall revenues) and no subsequent growth, Fitch's analyses indicate that pledged revenues and DSRF monies should be more than adequate to cover all debt service requirements assuming no further issuance of subordinate debt, with full payoff in approximately 2022. Under Fitch's stress scenario, sales tax collections could decline by 7.4% annually over the life of the issue and, with remaining DSRF monies, still meet all debt service requirements. The largest revenue decline to date was 7.6% in 2010. Conservatively assuming the first $500,000 a year of excess revenues is diverted to outside projects similar to the subordinate notes, collections could still sustain a 4.2% annual decline and meet all debt service requirements. WEALTHY, GROWING SERVICE AREA Wealth levels in the city and county are well above state and national averages, and unemployment rates are below comparable levels for the state and country, rebounding from increases during the recent economic downturn. The county supports a diverse economic base, which includes Monsanto and Washington University. The city has several major economic development projects underway, highlighted by significant growth at Mercy, a large health care system headquartered in the city, the relocation of the headquarters of Reinsurance Group of America to Chesterfield, and a major expansion by Monsanto. These projects will bring a sizable number of workers to the area, increasing the population of potential shoppers within the district. APPROPRIATION RISK The district is managed by a four-member board consisting of representatives of the city and county. The pledged sales tax is subject to annual appropriation by the district. However, non- appropriation is unlikely as the pledged sales tax cannot be used for non-district purposes. Furthermore, if the district fails to adopt a budget in any year, the prior year's budget will remain in effect. CITYCENTER HOLDINGS: Fitch Affirms & Withdraws 'B' IDR ------------------------------------------------------ Fitch Ratings has affirmed CityCenter Holdings, LLC's Issuer Default Rating (IDR) at 'B' and the company's senior secured credit facility at 'BB-/RR2' and has simultaneously withdrawn the ratings. The ratings have been withdrawn because the issuer has chosen not to provide Fitch with ongoing disclosure. Therefore, Fitch will no longer have sufficient information to maintain the ratings and will no longer provide ratings for CityCenter. CLEAR CHANNEL: Lenders Extend Credit Facility Until 2019 -------------------------------------------------------- Clear Channel Communications, Inc., closed on Dec. 18, 2013, its previously announced offer to amend the Company's senior secured credit facility pursuant to which Term Loan B lenders and Term Loan C lenders agreed to extend the maturity of a portion of their loans due 2016 through the creation of a new $1.3 billion Term Loan E due July 30, 2019. The aggregate principal amount of term loans submitted for extension in the offer exceeded $1.3 billion and, accordingly, the amount of each lender's term loans that was accepted for extension was reduced by a proration factor of approximately 94.8632 percent. Upon the closing of the offer, the Company's senior secured credit facility consisted of an approximately $1.89 billion Term Loan B which matures on Jan. 30, 2016, an approximately $36.5 million Term Loan C which matures on Jan. 30, 2016, a $5.0 billion Term Loan D which matures on Jan. 30, 2019, and a $1.3 billion Term Loan E which matures on July 30, 2019. The new Term Loan E has the same security and guarantee package as the outstanding Term Loans B, C and D and borrowings under the new Term Loan E bear interest at a rate equal to, at the Company's option, adjusted LIBOR plus 7.50 percent or a base rate plus 6.50 percent. The Company also announced the early settlement on Dec. 16, 2013, of its previously announced private offer to holders of the Company's 10.75 percent Senior Cash Pay Notes due 2016 and 11.00 percent/11.75 percent Senior Toggle Notes due 2016 to exchange any and all Outstanding Notes for newly issued Senior Notes due 2021 of the Company. On the Initial Settlement Date, the Company (x) issued $388,621,200 of New Notes and paid approximately $10.9 million of cash in exchange for $353,292,000 aggregate principal amount of Outstanding Cash Pay Notes and (y) issued $233,274,429 of New Notes and paid approximately $6.7 million of cash in exchange for $212,067,672 aggregate principal amount of Outstanding Toggle Notes. Participating holders were also eligible to receive, with respect to their Outstanding Notes accepted for exchange, accrued and unpaid interest, in cash, from the last applicable interest payment date up to, but not including, the Initial Settlement Date. However, because interest on the New Notes accrues from Aug. 1, 2013, the last interest payment date of the Company's existing senior notes due 2021, the cash portion (but not the PIK portion) of the interest accrued on the New Notes from such last interest payment date up to, but not including, the Initial Settlement Date was deducted from the interest payable by the Company on the Outstanding Notes. The New Notes issued on the Initial Settlement Date are fungible with the Existing 2021 Notes for all purposes, including for U.S. federal income tax purposes. Eligible Holders who have not already tendered their Outstanding Notes may continue to do so at any time prior to 11:59 p.m., New York City time, on Dec. 23, 2013, unless extended by the Company. Eligible Holders who tender their Outstanding Notes after the early tender date will receive $1,050 principal amount of New Notes and $40 of cash in exchange for each $1,000 principal amount of Outstanding Notes validly tendered and accepted for exchange. Settlement for those New Notes, if any, will be on or about Dec. 24, 2013. Withdrawal rights for the Exchange Offer expired at 5:00 p.m., New York City time, on Dec. 9, 2013. The complete terms and conditions of the Exchange Offer are set forth in the Offering Circular and in the accompanying letter of transmittal, which were only distributed to holders of the Outstanding Notes that completed and returned a letter of eligibility confirming that they are Eligible Holders. Holders of the Outstanding Notes that desire a copy of the eligibility letter may contact Global Bondholder Services Corporation, the exchange agent and information agent for the Exchange Offer, by calling toll-free (866) 470-3700 or at (212) 430-3774 (banks and brokerage firms). Additional information is available for free at: http://is.gd/7lpA3a About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. As of June 30, 2013, the Company had $15.29 billion in total assets, $23.58 billion in total liabilities and a $8.28 billion total shareholders' deficit. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. In May, Standard & Poor's Ratings Services also announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long- term viability of the company's capital structure. CLEAR CHANNEL: Bank Debt Trades at 3% Off ----------------------------------------- Participations in a syndicated loan under which Clear Channel Communications is a borrower traded in the secondary market at 96.73 cents-on-the-dollar during the week ended Friday, December 27, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.59 percentage points from the previous week, The Journal relates. Clear Channel pays 365 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 30, 2016. The bank debt carries Moody's Caa1 and Standard & Poor's CCC+ rating. The loan is one of the biggest gainers and losers among 204 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. COMMUNITY FIRST: Ruskin Vest Appointed to Board of Directors ------------------------------------------------------------ The boards of directors of Community First, Inc., and Community First Bank & Trust, the Company's wholly owned bank subsidiary, met and appointed Ruskin A. Vest to fill a vacancy existing on each of the boards of directors of the Company and the Bank. In accordance with the bylaws of the Company and the bylaws of the Bank, Mr. Vest will serve as a director until the next annual meeting of shareholders or until his successor is elected and qualified. Mr. Vest was also appointed to the Compensation Committee of the Company and several other committees of the Bank. There are no arrangements or understandings between Mr. Vest and any other persons pursuant to which he was selected as a director. Mr. Vest will receive compensation in accordance with the Company's existing compensation arrangements for non-employee directors. Columbia, Tenn.-based Community First, Inc., is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and became so upon the acquisition of all the voting shares of Community First Bank & Trust on Aug. 30, 2002. The Bank conducts substantially all of its banking activities in Maury, Williamson and Hickman Counties, in Tennessee. The Company's balance sheet at Sept. 30, 2013, showed $450.51 million in total assets, $442.26 million in total liabilities and $8.25 million in total shareholders' equity. COMSTOCK MINING: Eliminates $2-Mil. of Debt & Future Royalties -------------------------------------------------------------- Comstock Mining Inc. announced a positive restructuring of four patented mining lode claims totaling 95 acres in the Company's overall Dayton Resource Area. These claims represent the Company's second largest, classified gold and silver resources and include the historic Dayton, Alhambra and Kossuth mining claims. The restructured transaction eliminates $2 million of debt and cancels all future royalties payable with respect to the relevant mining claims in exchange for the issuance of one million shares of the Company's common stock. The Company acquired the Dayton from the Golden Goose Mine in January 2012. The purchase price for the Dayton was $3,000,000, plus a 3 percent net smelter royalty payable to the seller. In connection with the purchase in 2012, the Company made a $500,000 cash down payment and then issued a $2.5 million note to the seller, payable in quarterly installments of $50,000 (increasing to $125,000 in October 2013) with a balloon payment for the remaining principal due on or before Aug. 1, 2017. In accordance with the terms of the new agreement, the seller will accept shares of common stock to satisfy the principal amount of the note payable and will also relinquish all rights to the net smelter royalty. The note was secured by a first deed of trust on the land, which will be released after a six-month holding period for the shares. "We welcome fellow Nevadan and long time partner, Mr. Allan Fiegehen, as a strategic investor in the Company," stated Corrado De Gasperis, the Company's president and chief executive officer. "This transaction strengthens our balance sheet by extinguishing debt, increasing our free cash flow, and significantly enhancing future shareholder value by eliminating the 3% NSR." The Dayton Resource Area, approximately one mile south of the Lucerne resource area, along State Routes 341 & 342, is contiguous with the Company's Spring Valley and Oest target areas, comprising over 1,600 acres of land holdings in Lyon County alone. About Comstock Mining Virginia City, Nev.-based Comstock Mining Inc. is a Nevada-based, gold and silver mining company with extensive, contiguous property in the historic Comstock district. The Company began acquiring properties in the Comstock in 2003. Since then, the Company has consolidated a substantial portion of the Comstock district, secured permits, built an infrastructure and brought the exploration project into test mining production. The Company continues acquiring additional properties in the Comstock district, expanding its footprint and creating opportunities for exploration and mining. The goal of the Company's strategic plan is to deliver stockholder value by validating qualified resources (measured and indicated) and reserves (probable and proven) of 3,250,000 gold equivalent ounces by 2013, and commencing commercial mining and processing operations by 2011, with annual production rates of 20,000 gold equivalent ounces. Comstock Mining incurred a net loss of $30.76 million in 2012, a net loss of $11.60 million in 2011 and a net loss of $60.32 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.49 million in total assets, $24.78 million in total liabilities and $21.70 million in total stockholders' equity. CUBIC ENERGY: Hikes Salaries of Executive Officers -------------------------------------------------- The Compensation Committee of the Board of Directors of Cubic Energy, Inc., authorized the following increases in the annual base salaries of the Company's executive officers: Calvin A. Wallen, III, Chairman, president and chief executive officer - $400,000; Jon S. Ross, secretary - $300,000; and Larry G. Badgley - $250,000. The Compensation Committee also authorized the reimbursement of expenses incurred by the Company's executive officers in connection with their personal health insurance premiums, in an amount not to exceed $1,500 per month, beginning on Jan. 1, 2014. Also on Dec. 12, 2013, the Board of Directors elected Mr. Ross as its executive vice president, in addition to his current role as Secretary. On Dec. 16, 2013, the Company entered into amendments to the employment agreements of Messrs. Wallen and Ross. About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Texas, is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Cubic Energy incurred a net loss of $5.93 million for the year ended June 30, 2013, as compared with a net loss of $12.49 million during the prior fiscal year. The Company's balance sheet at Sept. 30, 2013, showed $19.51 million in total assets, $35.27 million in total liabilities and a $15.76 million total stockholders' deficit. CUMULUS MEDIA: Extends Senior Credit Facilities to 2018 and 2020 ---------------------------------------------------------------- Cumulus Media Inc. has entered into an Amended and Restated Credit Agreement, consisting of a $2.025 billion term loan maturing in December 2020 and a $200 million revolving credit facility maturing in December 2018. The proceeds from the Term Loan along with cash on hand have been used to repay in full all amounts outstanding under the first and second lien term loans under Cumulus' pre-existing credit agreements. Amounts outstanding under the Term Loan and the Revolver, which is currently undrawn, will bear interest at LIBOR plus 325 bps, subject to a 1.00 percent LIBOR floor. The refinancing follows the entry into a $50 million, 5-year revolving accounts receivables securitization facility, which Cumulus entered into on Dec. 6, 2013. Advances under the securitization facility, which are subject to a borrowing base calculation, bear interest at LIBOR plus 250 bps with no LIBOR floor. "This highly successful refinancing transaction is expected to increase our free cash flow by greater than $30 million annually, extends our maturities through 2020 and simplifies our capital structure," said Lew Dickey, CEO of Cumulus. "We believe our balance sheet has now placed us at a competitive advantage that positions us well for future growth opportunities." A copy of the AMENDED AND RESTATED CREDIT AGREEMENT among CUMULUS MEDIA INC., CUMULUS MEDIA HOLDINGS INC., as Borrower, CERTAIN LENDERS, JPMORGAN CHASE BANK, N.A. as Administrative Agent, ROYAL BANK OF CANADA, and MACQUARIE CAPITAL (USA) INC., as Co- Syndication Agents, and CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and ING CAPITAL LLC, as Co-Documentation Agents, dated as of December 23, 2013; and J.P. MORGAN SECURITIES LLC, RBC CAPITAL MARKETS*, and MACQUARIE CAPITAL (USA) INC., as Joint Lead Arrangers and Joint Bookrunners; CREDIT SUISSE AG, CAYMAN ISLANDS BRANCH, FIFTH THIRD BANK, GOLDMAN SACHS BANK USA and ING CAPITAL LLC, as Joint Bookrunners, is available for free at: http://is.gd/SwAhSu The Borrower is represented by: Jones Day 1420 Peachtree Street, N.E., Suite 800 Atlanta, Georgia 30309 Attention: John E. Zamer, Esq. Telecopy: (404) 581-8330 E-mail: jzamer@jonesday.com The Administrative Agent may be reached at: JPMorgan Chase Bank, N.A. Loan and Agency Services Group 500 Stanton Christiana Road, Ops 2, Floor 2 Newark, DE 19713-2107 Attention: Jonathan Krepol Telecopy: (302) 634-3301 - and - JPMorgan Chase Bank, N.A. 383 Madison Avenue, 24th Floor New York, NY 10179 Telecopy: (212) 270-5127 About Cumulus Media Founded in 1998, Atlanta, Georgia-based Cumulus Media Inc. (NASDAQ: CMLS) -- http://www.cumulus.com/-- is an operator of radio stations, currently serving 110 metro markets with more than 525 stations. In the third quarter of 2011, Cumulus Media purchased Citadel Broadcasting, adding more than 200 stations and increasing its reach in 7 of the Top 10 US metros. Cumulus also acquired the Citadel/ABC Radio Network, which serves 4,000+ radio stations and 121 million listeners, in the transaction Cumulus Media said in its annual report for the year ended Dec. 31, 2011, that lenders under the 2011 Credit Facilities have taken security interests in substantially all of the Company's consolidated assets, and the Company has pledged the stock of certain of its subsidiaries to secure the debt under the 2011 Credit Facilities. If the lenders accelerate the repayment of borrowings, the Company may be forced to liquidate certain assets to repay all or part of such borrowings, and the Company cannot assure that sufficient assets will remain after it has paid all of the borrowings under those 2011 Credit Facilities. If the Company was unable to repay those amounts, the lenders could proceed against the collateral granted to them to secure that indebtedness and the Company could be forced into bankruptcy or liquidation. Cumulus Media put AR Broadcasting Holdings Inc. and three other units to Chapter 11 protection (Bankr. D. Del. Lead Case No. 11-13674) in 2011 after struggling to pay off debts that topped $97 million as of June 30, 2011. Holdings estimated debts between $50 million and $100 million but said assets are worth less than $50 million. AR Broadcasting operated radio stations in Missouri and Texas. The Company's balance sheet at Sept. 30, 2013, showed $3.67 billion in total assets, $3.40 billion in total liabilities and $268.43 million in total stockholders' equity. * * * Standard & Poor's Ratings Services in October 2011 affirmed is 'B' corporate credit rating on Cumulus Media. "The ratings reflect continued economic weakness and higher post- acquisition leverage than we initially expected," said Standard & Poor's credit analyst Jeanne Shoesmith. "They also reflect the combined company's sizable presence in both large and midsize markets throughout the U.S." As reported by the TCR on April 3, 2013, Moody's Investors Service downgraded Cumulus Media, Inc.'s Corporate Family Rating to B2 from B1 and Probability of Default Rating to B2-PD from B1-PD. The downgrades reflect Moody's view that the pace of debt repayment and delevering will be slower than expected. Although EBITDA for 4Q2012 reflects growth over the same period in the prior year, results fell short of Moody's expectations. DREIER LLP: Scam Victims Face a Cold New Year --------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that five years after lawyer Marc Dreier's arrest for running a multimillion-dollar investment fraud, investors and creditors of his defunct law firm are poised to recover 13 cents or less for each dollar of the more than $375 million owed. According to the report, Sheila M. Gowan, the trustee overseeing the bankruptcy liquidation of Dreier LLP, has proposed a plan to repay creditors of the law firm using recoveries and proceeds from the sale of the firm's assets, including office furniture and art. The expected payout in the Dreier LLP bankruptcy is dwarfed by what victims of Bernard Madoff's multibillion-dollar Ponzi scheme are likely to collect, the report related. As of Dec. 6, the trustee unwinding Mr. Madoff's firm had recovered about 54%, or $9.5 billion, of the estimated $17.5 billion investors lost in the fraud, which came to light just days after Mr. Dreier was arrested in December 2008. Documents filed in federal bankruptcy court in New York last week show high-ranking creditor claims, including $3.85 million in tax claims and about $9 million owed to secured creditors, would be paid in full, the report said. Holders of about $375.4 million in unsecured claims, however, will recover between 4.9% and 12.6%, according to court papers. The law firm's unsecured creditors include suppliers, other business creditors and cheated investors, the report further related. Mr. Dreier, who pleaded guilty to fraud and other charges, used his law firm's funds to pay investors who purchased $700 million worth of what ultimately turned out to be bogus promissory notes. About Marc Dreier and Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier, currently in prison, was charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-cr-00085). Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Sheila M. Gowan, a partner with Diamond McCarthy, was appointed Chapter 11 trustee for the Dreier law firm. Ms. Gowan is represented by Jason Porter, Esq., at Diamond McCarthy LLP. Wachovia Bank National Association; the Dreier LLP Chapter 11 Trustee; and Steven J. Reisman as post-confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. DUNE ENERGY: Amends Credit Agreement with Bank of Montreal ---------------------------------------------------------- Dune Energy, Inc., entered into a Third Amendment to Amended and Restated Credit Agreement among the Company, certain of the lenders party to the Amended and Restated Credit Agreement dated as of Dec. 22, 2011, and Bank of Montreal as administrative agent for the lenders. Prior to the Amendment, the Credit Agreement, as amended, provided that the Company would not, as of the last day of any fiscal quarter, beginning on Sept. 30, 2013, and thereafter, permit its ratio of Total Debt (as that term is defined in the Credit Agreement) as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.0 to 1.0. Among other items, the Amendment provides that (i) the Company will not, as of the last day of the fiscal quarter ending Dec. 31, 2013, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 5.0 to 1.0 and (ii) the Company will not, as of the last day of the fiscal quarter ending March 31, 2014, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 5.0 to 1.0. On June 30, 2013, and thereafter, the Company will not, as of the last day of the fiscal quarter, permit its ratio of Total Debt as of such day to EBITDAX for the immediately preceding four fiscal quarters ending on such day to be greater than 4.0 to 1.0. The Amendment also states that the Company's Borrowing Base is $47.5 million. In addition, the Amendment includes a "change of management" provision that specifies that should either the Company's chief executive officer, James A. Watt or the Company's chief financial officer, Frank T. Smith, Jr. die, become incompetent or disabled for 120 consecutive days or cease to be active in the Company's affairs, an Event of Default (as that term is defined in the Credit Agreement) will be deemed to have occurred unless Mr. Watt or Mr. Smith is replaced within 120 days by an individual acceptable to the Administrative Agent. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. The Company's balance sheet at Sept. 30, 2013, showed $252.02 million in total assets, $117.49 million in total liabilities and $134.52 million in total stockholders' equity. ECOTALITY INC: Bankruptcy Judge Blocks Employee Bonuses ------------------------------------------------------- Katy Stech, writing for DBR Small Cap, reported that a judge blocked up to $125,000 in bonuses for remaining Ecotality Inc. workers who are handling what remains of the electric-car charger's business after buyers purchased its divisions out of bankruptcy earlier this year. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell its assets after three separate bidders offered $4.3 million in total for the company's assets at an auction. EDENOR SA: Files Special Merger Financial Statements ---------------------------------------------------- Edenor SA filed with the U.S. Securities and Exchange Commission special financial statements as of Sept. 30, 2013, by virtue of the preliminary merger agreement entered into by and between the companies, and in compliance with the provisions of section 83 of Argentine Business Organizations Law No. 19,550, section 165 of General Resolution 7/05 of the Regulatory Agency of Corporations (Inspeccion General de Justicia), and other applicable legal regulations. On Oct. 7, 2013, the Company Board of Directors approved the proposal for the merger of EMDERSA Holding with and into EDENOR, concluding that the merger into one single company, given the tax neutrality of the transaction, would be beneficial for both companies in order to optimize their resources, simplifying the administrative and operating structure. The reorganization would be effective as from Oct. 1, 2013. As of Sept. 30, 2013, the accumulated deficit recorded by the Company consumes the reserves and 50 percent of capital stock; consequently, it is subject to compliance with the mandatory capital stock reduction established by section 206 of the Argentine Business Organizations Law. As of Sept. 30, 2013, EMDERSA Holding S.A. had ARS33.03 million in total assets, ARS1.48 million in total liabilities and ARS31.55 million in shareholders' equity. A copy of EMDERSA's Special Financial Statements is available for free at: http://is.gd/oo8Foz A copy of Edenor's separate merger financial statement as of Sept. 30, 2013, is available for free at http://is.gd/ehdDQ8 A copy of a special consolidated financial statement prepared in respect of the merger is available for free at: http://is.gd/KAOJCl A copy of the Merger Prospectus is available for free at: http://is.gd/PEk7Uu A copy of the Plan of Merger is available for free at: http://is.gd/msm3Az 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. ELEPHANT TALK: Unit Signs New Agreement with Vodafone ----------------------------------------------------- Elephant Talk Europe Holding, BV., a wholly owned subsidiary of Elephant Talk Communications Corp., entered into a new agreement with Vodafone Enabler Espana, S.L., for the exclusive supply of operational and technical services through a comprehensive technological platform, with an effective date of Nov. 1, 2013. The Agreement has a term of five years and will renew automatically for successive one year terms unless either party provides notice six months' prior to the expiration of the then- current term. The Agreement provides for certain financial penalties if it is terminated unilaterally for certain circumstances. In most circumstances, the Company will be obligated to continue to provide the Services for a minimum term of 24 months following the termination of the Agreement. In addition, upon the expiration of the initial term or any renewal term, the Company will continue Services for Vodafone's then-customers for a minimum period of 18 months. The Agreement also contains provisions with respect to limitations on damages, assignment and confidentiality. Meanwhile, Elephant Talk will hold upcoming presentations relating to the Company and its recent developments. The form of slide show presentation used by management of the Company to describe the business is available for free at http://is.gd/6seLPi About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.45 million in total assets, $22.53 million in total liabilities and $23.91 million in total stockholders' equity. BDO USA, LLP, 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 suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. EMPIRE RESORTS: Maturity of Kien Huat Loan Extended to 2015 ----------------------------------------------------------- Empire Resorts, Inc., and Kien Huat Realty III Limited entered into Amendment No. 2 to the Loan Agreement, dated Nov. 17, 2010, as amended. Pursuant to the Second Amendment, the maturity date of the loan made pursuant to the Loan Agreement was extended from Dec. 31, 2014, to March 15, 2015. In consideration of the extension of the maturity date of the Loan, the Company agreed to pay Kien Huat a one-time fee of $25,000. In addition, the Company agreed to pay the out-of-pocket legal fees and expenses incurred by Kien Huat in an amount not to exceed $20,000. Except for these amendments, the Loan Agreement remains unchanged and in full force and effect. A copy of the Second Amendment is available for free at: http://is.gd/D5WyjV About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. ENERGY SERVICES: Posts $3.6 Million Net Income in Fiscal 2013 ------------------------------------------------------------- Energy Services of America Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $3.57 million on $108.82 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss of $48.52 million on $109.01 million of revenue during the prior year. As of Sept. 30, 2013, the Company had $50.69 million in total assets, $35.75 million in total liabilities and $14.94 million in total stockholders' equity. Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The indepdendent auditors noted that the Company has suffered recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/8rJ1MH About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. ENGLOBAL CORP: Stockholders Elect Four Directors ------------------------------------------------ ENGlobal announced the results of its 2013 annual stockholders' meeting recently held in North Houston. The formal business of the meeting included the election of the following directors to a one-year term: William A. Coskey, P.E., David W. Gent, P.E., Randall B. Hale, and David C. Roussel. In addition, ENGlobal's stockholders approved: (1) the amendment to the ENGlobal 2009 Equity Incentive Plan to increase the number of shares of common stock reserved for issuance thereunder from 980,000 shares to 1,830,000 shares; (2) the ratification of the appointment of Hein & Associates LLP as the independent auditors of ENGlobal for fiscal year 2013; (3) approved the compensation of our named executive officers; and (4) approved "three years" as to the frequency of the occurrence of future advisory votes on executive compensation. COO Appointment Mr. Robert Bruce Williams, age 61, was appointed the chief operating officer of the Company on Dec. 20, 2013. He served as senior vice president, Midwest/Southwest Operations of ENGlobal's Engineering and Construction segment from September 2012 to December 2013. He initially joined ENGlobal in 2004, and from November 2010 until September of 2012, he served in various roles at ENGlobal, including general manager of the Tulsa Office, vice president of Midwest and Southwest Operations, senior project manager of Engineering/ Projects, and acting general manager of ENGlobal Government Services, Inc. Prior to joining ENGlobal, Mr. Williams served as Vice President - Engineering for U.S. Transcarbon LLC, a petroleum coke gasification project developer, from April 2008 until October 2010. In total, he has over 35 years of domestic and international experience in engineering and project management, including several project management positions of increasing responsibility in the U.S., Middle East, Papua New Guinea, Asia, Mexico and Brazil. Mr. Williams has an undergraduate degree in Chemistry from the University of Northern Iowa, with post graduate studies in Environmental Management from the University of Houston and MBA studies at Incarnate Word University. Mr. J. Michael Harrison, age 56, was appointed the senior vice president, business development of the Company on Dec. 20, 2013, and previously served in various Business Development/ Operational capacities since joining the Company in 2009. He has over 20 years of Business Development experience in the engineering and construction industries. Mr. Harrison was previously Vice President, Business Development for Commonwealth Engineering and Construction, LLC from 2006 to 2009. Prior to his tenure at Commonwealth, Mr. Harrison worked for Jacobs Engineering from 1996 to 2005 in progressively higher levels of Business Development responsibility in Houston and Baton Rouge. About Englobal Houston-based ENGlobal Corporation (Nasdaq: ENG) is a provider of engineering and related project services primarily to the energy sector throughout the United States and internationally. ENGlobal operates through two business segments: Automation and Engineering. ENGlobal's Automation segment provides services related to the design, fabrication and implementation of advanced automation, control, instrumentation and process analytical systems. The Engineering segment provides consulting services for the development, management and execution of projects requiring professional engineering, construction management, and related support services. "For most of 2012, the Company had operated under difficult circumstances. For the year ended Dec. 29, 2012, the Company reported a net loss of approximately $33.6 million that included a non-cash charge of approximately $16.9 million related to a goodwill impairment and a non-cash charge of approximately $6.8 million related to a valuation allowance established in connection with the Company's deferred tax assets. During 2012, its net borrowings under its revolving credit facilities increased approximately $10.5 million to fund its operations. Due to challenging market conditions, its revenues and profitability declined during 2012. Although the Company implemented a profit improvement plan in the fourth quarter of 2012, the results of that plan are not expected to be fully realized until later this year. These circumstances raised substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended June 29, 2013. The Company's balance sheet at Sept. 28, 2013, showed $46.08 million in total assets, $20.39 million in total liabilities and $25.69 million in total stockholders' equity. ERF WIRELESS: Implements Reverse Stock Split of Common Stock ------------------------------------------------------------ ERF Wireless, having received all required FINRA and stockholder approvals, and having been approved by the Board of Directors on Dec. 2, 2013, has filed a Certificate of Amendment with the Secretary of State of Nevada and implemented a reverse stock split of its outstanding common stock in the ratio of 1 for 400 effective Dec. 18, 2013. The Company's stockholders holding a majority of the Company's voting power previously approved an amendment to the Company's Articles of Incorporation to effect one or a series of forward or reverse splits of the Company's common stock only for the express purpose, if required, in connection with attempting to obtain a listing on a national securities exchange. The stock splits were required to be at a ratio of not less than 2 and not greater than 400 with the exact ratio to be set within such range at the discretion of the Board of Directors, without further approval or authorization of the company's shareholders no later than Oct. 1, 2014. The Board of Directors approved the final reverse split ratio of 1 for 400 on Dec. 2, 2013, and also approved the rounding of fractional shares remaining after the reverse stock split to the nearest whole common share on a per shareholder basis, provided that any shareholders holding over 10 shares, but less than 99 shares after the reverse stock split will have their shares automatically rounded up to 100 shares. The purpose of any reverse stock split is to attempt to increase the individual per share trading value of the company's common stock and reduce the number of shares issued and outstanding. The Board believes that a decrease in the number of shares outstanding is likely to improve the trading price of the common stock, to make future access to a national market listing more likely attainable, to increase the marketability of its stock to potential new investors, and to improve its ability to attract institutional investors to hold company shares while decreasing the volatility of the stock price. These factors, as well as the extreme difficulty and expense that many of the company's stockholders are having at the current price in their attempt to comply with the penny stock rules at their brokerages, convinced the board that it was in the best interests of the company and its stockholders to implement the reverse split. This reverse split will be effective with FINRA and in the marketplace at the open of business Dec. 18, 2013. The company's trading symbol on Dec. 18, 2013, will change to "ERFBD". The "D" will be removed 20 business days from that date and the symbol will revert to the original symbol of "ERFB." As a result of the reverse stock split, the company's issued and outstanding shares of common stock decrease from approximately 34.2 million pre-stock split shares to approximately 0.085 million post-split shares (prior to effecting the rounding described above). Stockholders who are holding their shares in electronic form at their brokerage do not have to take any action as the effects of the reverse stock split will automatically be reflected in their brokerage accounts. Stockholders holding paper certificates are requested to send the certificates to the company's transfer agent. The transfer agent will issue a new share certificate reflecting the terms of the reverse stock split to each requesting shareholder. The Company's transfer agent can be reached at: Olde Monmouth Stock Transfer Co., Inc. Attention: Matthew J. Troster 200 Memorial Parkway Atlantic Highlands, NJ 07716 About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. The Company incurred a consolidated net loss of $3.75 million for the nine months ended Sept. 30, 2012, as compared with a consolidated net loss of $2.32 million for the same period a year ago. The Company's balance sheet at June 30, 2013, showed $6.80 million in total assets, $10.69 million in total liabilities and a $3.88 million total shareholders' deficit. ERROL WALTERS: Property to Be Auctioned Off Jan. 22 --------------------------------------------------- Lora Tell, Esq., as referee, will sell at public auction at the Rotunda of the New York County Courthouse, 60 Centre Street, New York, NY, on Jan. 22, 2014, at 2:00 p.m. the premises known as 551 West 161st Street, New York, NY 10032. Wells Fargo Bank N.A. -- as trustee for the benefit of the certificate holders, Park Place Securities Inc., asset-backed pass-through certificates series 2005-WCW2 -- asserts an $812,207 lien plus interest and costs against the property. Wells Fargo filed a foreclosure action against Errol Walters et al. in Supreme Court for the County of New York. A Judgment of Foreclosure and Sale was entered on June 4, 2008. The Referee may be reached at: Lora Tell, Esq. Attorney for Plaintiff ECKERT SEAMANS CHERIN & MELLOTT, LLC 10 Bank Street, Suite 700 White Plains, NY 10606 FIRST PHYSICIANS: Files Pref. Stock Certificate of Designation -------------------------------------------------------------- Pursuant to duly adopted resolutions by the Board of Directors of First Physician's Capital Group, Inc., on Dec. 12, 2013, the Company filed a Certificate of Designation of Rights and Preferences of Series 7-A Convertible Preferred Stock with the Secretary of State of the State of Delaware. The Certificate of Designation sets forth the rights and preferences of the Company's Series 7-A Convertible Preferred Stock, par value $0.01 per share and authorizes 7,000 shares of Series 7-A Preferred Stock for issuance. A copy of the Certificate of Designation is available at: http://is.gd/6JvtAE About First Physicians Beverly Hills, Calif.-based First Physicians Capital Group, Inc. (OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator of healthcare services firms in the U.S. The Company's balance sheet at Dec. 31, 2010, showed $24.6 million in total assets, $28.9 million in total liabilities, $191,000 in non-redeemable preferred stock, $12.2 million in redeemable preferred stock, and a stockholders' deficit of $16.7 million. As reported in the Troubled Company Reporter on Feb. 21, 2011, Whitley Penn LLP, in Dallas, Texas, expressed substantial doubt about First Physicians Capital Group's ability to continue as a going concern, following the Company's results for the fiscal year ended Sept. 30, 2010. The independent auditors noted that the Company has experienced recurring losses from operations. The Company has not filed any periodic report after its quarterly report for the period ended Dec. 31, 2010. FIRST QUANTUM: Fitch Retains 'BB' IDR on Watch Negative ------------------------------------------------------- Fitch Ratings is maintaining Canada-based First Quantum Minerals' (FQM) Issuer Default Rating and senior unsecured rating of 'BB' on Rating Watch Negative (RWN). The RWN reflects the risks associated with the notice of default served by some bondholders of Inmet Mining Corporation (Inmet) that was recently acquired by FQM. Although Fitch currently believes it unlikely, FQM could be called on to repay USD1,990m outstanding under Inmet's bonds, which could materially affect its liquidity profile, and its funding and refinancing capacity at a time when the group is engaged in a large investment programme. Investors in Inmet's 8.75% senior notes due 2020 and 7.5% senior notes due 2021 have served a notice to FQM's wholly-owned subsidiary, FQM (Akubra) Inc. (Akubra), purporting to call a technical default on those bonds. These noteholders, which include CI investments, Barometer Capital and funds managed by the Capital Group, allege that Inmet violated the terms of indentures of its bonds when it amalgamated Inmet with Akubra and the amalgamated entity subsequently repaid an acquisition loan facility originally incurred by Akubra. FQM disputes this claim. KEY RATING DRIVERS Low Probability of Acceleration Fitch understands that if an event of default is confirmed, the only remedy available to the noteholders would be the acceleration of the bonds and repayment at par. This would represent a discount to the notes' current trading prices and is therefore unlikely, in the agency's view, to be the course chosen by a rational investor. A resolution of the dispute with minimal impact on FQM's cash flows and progress on the refinancing of the USD2.5bn revolving credit facility (RCF) maturing in June 2014 could result in the ratings being affirmed at 'BB'. Potential Pressure on Liquidity FQM's facility agreements contain cross default or cross acceleration clauses which could be invoked if a default is declared under Inmet's bonds. Fitch understands that FQM has notified its existing lenders of its dispute with Inmet bondholders. In the event of an acceleration of the Inmet notes, FQM's liquidity and ratings could come under pressure if it fails to obtain waivers from its lender and access its unused committed facilities. At end-3Q13, FQM had cash balances of USD617m, USD915m available under committed facilities with maturities out to 2017 and USD2bn available under the USD2.5bn RCF maturing in June 2014. Capex Spending and Timing With six major projects targeted for completion from mid-2014 to 2017, FQM's development pipeline is large and challenging for its size and extends to regions in which the company has not previously operated. The associated execution risks are partly mitigated by the progress to date on the group's projects in Zambia (Kansanshi and Sentinel). The group is expected by Fitch to provide details on its spending plans for Cobre Panama (CP) in 1Q14. The project, which belonged to Inmet, is one of the world's largest undeveloped deposits and the open pit mine is expected to produce 300,000T of copper per annum from 2016. Refinancing of the Acquisition Facility The USD2.5bn bridge loan which financed the Inmet acquisition was replaced by an RCF of the same size from Standard Chartered Bank. The loan, which was originally due to mature in two tranches at end-2013 and end-Q114, was extended to end-2Q14. Fitch understands that FQM is in the process of securing long-term debt to refinance it, some of which will be earmarked for the development of CP. Potential Subordination Risk In resolving the RWN Fitch will also assess the potential subordination risk for FQM's 7.25% USD350m senior unsecured bonds once long-term debt is secured to refinance the USD2.5bn RCF. Post-acquisition, FQM launched a tender offer for Inmet's outstanding USD2bn bonds after the change of control clause was triggered and USD10m of bonds were tendered. The group's capital structure now includes a mix of senior secured and unsecured debt at operating and holding company level. Cobre Panama Principal Attraction Fitch views the Inmet acquisition positively as it will ultimately improve FQM's operational and geographic diversification and simultaneously reduce its large exposure to Zambia. The combined group forecasts pro-forma sales of USD3.5bn in 2013 and is expected to rank among the world's largest copper mining producers with a projected 1.3mt output by 2018 based on its current project pipeline (Brook Hunt's estimate). Inmet has existing producing assets in Turkey, Finland and Spain but its main attraction is its 80% interest in CP, one of the world's largest undeveloped copper resources. Large Zambian Exposure FQM's large operational exposure to the higher-risk Zambian operating environment represents a key rating constraint. On 28 October 2013, Fitch downgraded Zambia's Long-term foreign and local currency IDRs to 'B' from 'B+' with a Stable Outlook and its Country Ceiling to 'B+' from 'BB-'. Although there is no apparent deterioration in FQM's operating environment, the sovereign's expected budget deficit could translate into pressure on the mining sector, given its importance for the country. The widening in the notching differential between FQM and Zambia is partly mitigated by the acquisition of Inmet which has resulted in a slight improvement in the group's geographical diversification. RATING SENSITIVITIES Fitch's resolution of the RWN is contingent on the outcome of the event of default notice. Negative: Future developments that may, individually or collectively, lead to negative rating action include: - Sustained (two consecutive years) funds from operations (FFO) gross leverage in excess of 2.5x due to the Inmet acquisition (FY12: 0.6x), indicating a move away from the company's conservative historical financial approach - Significant problems or delays at key development projects resulting in a material weakening of credit metrics - Failure to reach an agreement with Inmet bondholders resulting in deteriorating liquidity Positive: Future developments that may, individually or collectively, lead to positive rating action include: - Increased diversification from new projects FOOTHILL/EASTERN TRANSPO: Fitch Rates 2013C Revenue Bonds 'BB+' --------------------------------------------------------------- Fitch Ratings has assigned the following ratings to the Foothill/Eastern Transportation Corridor Agency (F/ETCA, or the agency), CA revenue bonds: -- Second senior lien toll road refunding revenue bonds, series 2013A and 2013B 'BBB-'; Outlook Stable; -- Junior lien toll road refunding revenue bonds, series 2013C 'BB+'; Outlook Stable. The series 2013 bonds, which priced on Dec. 12, 2013, are expected to refund all of the outstanding series 1999 bonds and the transaction will close on Jan. 2, 2014. Since the restructuring excludes the outstanding $179.99 million senior lien series 1995 bonds, Fitch expects to affirm the 'BBB-' rating, remove them from Rating Watch Negative, and assign a Stable Outlook if the transaction closes successfully. Key Rating Drivers: -- Traffic Susceptible to Economic Downturns: The facility serves as a highway connection for commuters in Orange and Riverside Counties. Traffic volume has grown marginally over the last decade, partly due to seven mostly above-inflation toll increases since fiscal 2000. Future growth potential, reliant on residential development activity, is limited in part by the narrow corridor in which development can take place. Revenue Risk Volume: Midrange. -- Price-Sensitive Commuter Traffic: F/ETCA has limited economic rate-making flexibility with an average toll rate that is now close to the revenue maximization point. Nevertheless, it is Fitch's view that inflationary increases will become achievable once again over time. A history of proactive decisions by management to raise rates is considered a credit strength. Revenue Risk Price: Midrange. -- Back-Loaded and Long-Dated Debt: The project's debt burden is high. Nevertheless, the restructuring extends final maturity by 13 years and debt service will now grow at a CAGR of 3.56% (fiscal 2015-2039, the year in which maximum annual debt service [MADS] occurs at $226.7 million). The agency has a fully funded debt service reserve and an additional reserve mechanism that provides some mitigation against the sharply escalating debt service profile. It also provides for further enhancement should traffic or revenue underperform. There are no cross default or acceleration provisions between the senior and junior liens, which protects the senior debt. Debt Structure Risk: Weaker (senior lien) / Weaker (junior lien). -- Stable Financial Flexibility: F/ETCA is dependent on continued revenue growth throughout the life of the debt to maintain coverage levels at or above 1.30x. In fiscal 2013, the debt service coverage ratio (DSCR) was 1.17x ignoring the effect of the escrow defeasance fund (EDF). The Fitch base case minimum combined senior/junior lien DSCR is 1.17x in fiscal 2014 and averages 1.37x through 2053 ignoring the use of the EDF. Total leverage is high at 17x. -- Relatively New Asset: The F/ETC is less than 15 years old and does not currently have any material state of good repair needs. The state of California's Department of Transportation (Caltrans) has an obligation to maintain the physical assets and a covenant to budget for capital expenditures annually which provides some protection. Importantly, as part of the agreement with Caltrans, the agency is not authorized to toll or operate any segment of the corridor south of the existing terminus (Oso Parkway) beyond Jan. 1, 2040. Infrastructure Development/Renewal Risk: Stronger. Rating Sensitivities: -- Weaker traffic growth than projected by the traffic and revenue consultant over a sustained period; -- Toll rate increases that are materially below inflation for a sustained period; -- A decision to increase leverage or reduce liquidity to support any extension projects without commensurate financial mitigants; -- Dependence on the EDF for a prolonged period of time to meet the 1.30x/1.15x rate covenants. SECURITY: The bonds are secured by a pledge of net toll revenues derived from the operation of the project and certain other pledged revenues such as development impact fees (DIF). F/ETCA has the right to withdraw the first $5 million of DIF amounts collected annually to be used for any lawful purpose, including debt service. TRANSACTION SUMMARY: The agency issued $2.08 billion of second senior series 2013A and 2013B term-rate bonds and $198.1 million of junior lien series 2013C bonds with respective 1.3x and 1.15x rate covenants. These bonds refinanced $2.2 billion in outstanding series 1999 bonds; however, the outstanding senior series 1995 bonds will remain in place. Final pricing for the bonds provided an all-in interest cost of 6.07%, which was lower than expected resulting in slightly lower average annual debt service and MADS costs. These factors result in slightly higher coverage levels, consistent with the rating levels. Of note, a default on the junior lien bonds shall not cause an event of default on the second senior lien bonds. The differential between the second senior and junior lien ratings reflects that while the junior lien debt is a small portion of aggregate debt at 9%, it provides meaningful cushion to the second senior bonds. FOWLERVILLE TRUE VALUE: Store Closes After 122 Years ---------------------------------------------------- The Associated Press reports that a hardware store in Fowlerville is closing after 122 years in business. The owners told Livingston County Daily Press & Argus of Howell that economy and competition with big-box stores were too much for Fowlerville True Value Hardware to overcome, according to The Associated Press. The business owned by the Burnie family for the past 69 years closed Dec. 7 to prepare for liquidation sales starting Dec. 16, said Doug Burnie, who owned the store from 1974 to 2008. The report notes that current owner Jim Burnie signed a purchase agreement with the Fowlerville Downtown Development Authority in 2007 to expand the store, but he withdrew it the next year when Wal-Mart opened a 184,000-square-foot store in the village. "We never really recovered so it was profitable," Doug Burnie told the newspaper. "The bottom line is that customer bases dwindled simply because they are deciding to go to one-stop big-box stores," the report relates. Doug Burnie, who acquired the store from his father in 1974, said he always looked forward to going in to work. The report adds that the store will permanently close once nearly everything is sold. FOX & HOUND: Has Interim Authority to Obtain DIP Loans ------------------------------------------------------ Judge Kevin Gross of U.S. Bankruptcy Court for the District of Delaware gave F&H Acquisition Corp., et al., interim authority to obtain senior secured priming and superpriority postpetition financing consisting of (i) a letter of credit facility comprised of all existing prepetition letters of credit in the aggregate face amount not to exceed $2,269,000; (ii) a revolving credit for up to $9,600,000 in principal, which would include a sublimit of $1,000,000 for Letters of Credit from General Electric Capital Corporation, as administrative agent for a consortium of lenders. The interim order will terminate the earliest to occur of (i) the entry of the final order, (ii) Jan. 14, 2014, and (iii) the termination date. A hearing to consider final approval of the motion is scheduled for Jan. 7, 2014, at 12:00 p.m. (prevailing Eastern time). Objections are due Dec. 30. Counsel for the DIP Agent and the Prepetition First Lien Secured Agent is Peter P. Knight, Esq. -- peter.knight@lw.com -- and James Ktsanes, Esq. -- james.ktsanes@lw.com -- at Latham & Watkins LLP, in Chicago, Illinois; and Kurt Gwynne, Esq., at Reed Smith LLP, in Wilmington, Delaware. Counsel to the Prepetition Secured Second Lien Secured Agent is Michael L. Tuchin, Esq., and David A. Fidler, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H estimated assets in excess of $100 million. According to a court filing, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. FOX & HOUND: Employs Olshan Frome as Bankruptcy Attorneys --------------------------------------------------------- F&H Acquisition Corp., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Olshan Frome Wolosky LLP as their attorneys to advise the Debtors of their rights and their powers and duties as debtors continuing to operate and to manage their business under Chapter 11. Olshan's current hourly rates for matters related to the Chapter 11 cases range as follows: Partners $425 to $760 Of Counsel $510 to $970 Associates $290 to $525 Paraprofessionals: $160 to $270 These professionals presently are expected to have primary responsibility for providing services to the Debtors: Steve Wolosky, Esq. -- swolosky@olshanlaw.com $740 Adam H. Friedman, Esq. -- afriedman@olshanlaw.com $630 Jordanna L. Nadritch, Esq. -- jnadritch@olshanlaw.com $550 Fredrick J. Levy, Esq. -- flevy@olshanlaw.com $520 Jonathan H. Deblinger, Esq. -- jdeblinger@olshanlaw.com $495 Jonathan T. Koevary, Esq. -- jkoevary@olshanlaw.com $490 The firm will also be reimbursed for any necessary out-of-pocket expenses. The firm assures the Court that it 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. During 2013, Olshan has been providing restructuring and other advice to the Debtors and assisted the Debtors in the preparation of their Chapter 11 filings. On account of those services, as of the Petition Date, Olshan has received approximately $511,839 from the Debtors on account of services rendered with regard to the Debtors' restructuring. In addition, pursuant to the Engagement Letter, on December 3, 2013, the Debtors paid Olshan $175,000 as a Chapter 11 retainer. After applying a portion of the retainer to the outstanding balance as of the Petition Date, including fees and expenses associated with the filing of these cases, Olshan continues to hold a retainer in the amount of $59,467 as security for postpetition services and expenses in connection with the Chapter 11 cases. A hearing to consider approval of the employment application is scheduled for Jan. 7, 2014, at 12:00 p.m. (ET). Objections are due Dec. 30. About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H estimated assets in excess of $100 million. According to a court filing, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. FOX & HOUND: Hires Young Conaway as Local Delaware Counsel ---------------------------------------------------------- F&H Acquisition Corp., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Young Conaway Stargatt & Taylor, LLP, as local Delaware attorneys. The principal attorneys and paralegal presently designated to represent the Debtors and their current standard hourly rates are: Robert S. Brady, Esq. -- rbrady@ycst.com $730 Robert F. Poppiti, Jr., Esq. -- rpoppiti@ycst.com $355 Michelle Smith, Paralegal $185 The firm will be reimbursed for any necessary out-of-pocket expenses. The firm assures the Court that it 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. Young Conaway was retained by the Debtors pursuant to an engagement agreement dated as of Aug. 30, 2013. On Sept. 26, 2013, Young Conaway received a retainer in the amount of $25,000 in connection with the planning and preparation of the Chapter 11 filings and the postpetition representation of the Debtors. On Dec. 4, 2013, the firm received a payment of: (a) $22,466 on account of fees and expenses incurred through and including Nov. 10, 2013; and (b) $43,668 on account of anticipated filing fees for the Chapter 11 cases. In addition, on Dec. 13, 2013, Young Conway received a payment of: (a) $21,409 on account of fees and expenses incurred through and including Dec. 10, 2013; and (b) $7,278 on account of additional anticipated filing fees for the Chapter 11 cases. After applying a portion of the Retainer to the outstanding balance as of the Petition Date, Young Conaway continues to hold a Retainer in the amount of $1,762 as security for postpetition services and expenses in connection with the Chapter 11 cases. A hearing to consider approval of the employment application is scheduled for Jan. 7, 2014, at 12:00 p.m. (ET). Objections are due Dec. 30. About Fox and Hound Wichita, Kansas-based F & H Acquisition Corp., et al., owners of the Fox & Hound, Champps, and Bailey's Sports Grille casual dining restaurants, filed a Chapter 11 petition (Bankr. D. Del. Lead Case No. 13-13220) on Dec. 16, 2013, to quickly sell their assets. As of the bankruptcy filing, the Debtors have 101 restaurants located in 27 states and 6,000 employees. Sales decreased by approximately 9 percent over the past two years. The Debtors also experienced significant inflation in commodity prices, energy prices and labor costs. F&H estimated assets in excess of $100 million. According to a court filing, outstanding debt obligations total $119 million, including $68.4 million owing on a first-lien loan with General Electric Capital Corp. as agent. The $11.2 million second-lien obligation has Cerberus Business Finance LLC as agent. Unsecured trade suppliers and landlords are owed $11.2 million. The senior lenders are to provide $9.6 million in financing for the bankruptcy, with $3.5 million on an interim basis. The parent holding company, F&H Acquisition Corp., is based in Wichita, Kansas. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as local counsel, Olshan Frome Wolosky LLP as general counsel, Imperial Capital LLC as financial advisor, and Epiq Bankruptcy Solutions as claims and noticing agent. FREDERICK'S OF HOLLYWOOD: Inks Merger Agreement with Harbinger -------------------------------------------------------------- Frederick's of Hollywood Group Inc. has entered into a definitive merger agreement that provides for the acquisition of the Company by a group consisting of HGI Funding LLC, a wholly owned subsidiary of Harbinger Group Inc., and certain of the Company's other common and preferred shareholders. The members of the Consortium as a group beneficially own approximately 88.6 percent of the Company's common stock. The acquisition will be accomplished through FOHG Holdings, LLC, an entity controlled by the Consortium that was formed for the purpose of the transaction. Under the merger agreement, the Company's shareholders who are not members of the Consortium will receive $0.27 per share in cash upon completion of the transaction. The price represents a premium of 50 percent to the closing price of the Company's shares on Sept. 27, 2013, the last trading day before the announcement by the Consortium of its proposal, and a premium of 46 percent over the average closing price of the Company's common stock for the 45 trading days prior to that date. The Company's board of directors delegated to its lead independent, disinterested director the authority to review the initial transaction proposal from, and negotiate terms of the proposal with, the Consortium, with the assistance of legal and financial advisors. The lead director completed a thorough review of the proposal, considered alternatives, negotiated improved terms of the Consortium's proposal and concluded that the transaction with the Consortium was fair to and in the best interests of the Company's shareholders other than the members of the Consortium. Based on the recommendation of the lead director, the merger agreement was also approved by the full board other than William Harley and Thomas Lynch, who recused themselves from the deliberations. In addition, in connection with the execution of the merger agreement, the Company and Holdings entered into a new employment agreement with Thomas Lynch, chief executive officer of the Company, which will take effect only upon the consummation of the merger. Under the new employment agreement, Mr. Lynch agreed to continue to serve as chief executive officer for three years following the merger. Completion of the transaction is subject to certain customary conditions, including receipt of shareholder approval. The merger agreement must be approved by the affirmative vote of the holders of at least two-thirds of all outstanding shares of the Company's common stock. If completed, the transaction will result in the Company becoming privately-held and its common stock will no longer be quoted on the OTCQB. Further details concerning the merger agreement and related documents, including the employment agreement with Mr. Lynch (the Company's chief executive officer), is available at: http://is.gd/lZ2KVi Cassel Salpeter & Co., LLC, is acting as financial advisor to the lead director in connection with the transaction. Graubard Miller is acting as legal advisor to the Company. Milbank, Tweed, Hadley & McCloy LLP is acting as legal advisor to HGI Funding LLC. A copy of the Agreement and Plan of Merger is available at: http://is.gd/F0PGgE About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. The Company's balance sheet at Oct. 26, 2013, showed $38.78 million in total assets, $63.42 million in total liabilities, and a $24.64 million total shareholders' deficiency. FREDERICK'S OF HOLLYWOOD: TTG Apparel Holds 85.9% Equity Stake -------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, TTG Apparel, LLC, and its affiliates disclosed that as of Dec. 18, 2013, they beneficially owned 89,682,683 shares of common stock of Frederick's of Hollywood Group Inc. representing 85.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/YFKpKm About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. The Company's balance sheet at Oct. 26, 2013, showed $38.78 million in total assets, $63.42 million in total liabilities, and a $24.64 million total shareholders' deficiency. FREDERICK'S OF HOLLYWOOD: Harbinger Holds 85.9% Equity Stake ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Harbinger Group Inc. and its affiliates disclosed that as of Dec. 18, 2013, they beneficially owned 89,682,683 shares of common stock of Frederick's of Hollywood Group Inc. representing 85.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/a2jiV1 About Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. The Company's balance sheet at Oct. 26, 2013, showed $38.78 million in total assets, $63.42 million in total liabilities, and a $24.64 million total shareholders' deficiency. FREESEAS INC: Incurs $17 Million Net Loss in H1 2013 ---------------------------------------------------- Freeseas Inc. reported a net loss of $17.05 million on $2.69 million of operating revenues for the six months ended June 30, 2013, as compared with a net loss of $20.78 million on $8.86 million of operating revenues for the same period a year ago. As of June 30, 2013, the Company had $108.81 million in total assets, $104.23 million in total liabilities, all current, and $4.57 million in total shareholders' equity. A copy of the Form 6-K is available for free at: http://is.gd/ddRqL3 About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. As of Sept. 30, 2013, the Company had $107.35 million in total assets, $106.63 million in total liabilities, all current, and $711,000 in total shareholders' equity. RBSM LLP, in New York, 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 incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FREESEAS INC: Amends Prospectus Over Resale of 5.5 Million Shares ----------------------------------------------------------------- FreeSeas Inc. amended its registration statement relating to the resale of up to 5,485,534 shares of the Company's common stock, $.001 par value, by Crede CG III, Ltd. These shares of Common Stock are issuable upon conversion of Series B Convertible Preferred Stock or Series C Convertible Preferred Stock. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale of Common Stock by the selling stockholder except for funds received from the exercise of warrants held by the selling stockholder, if and when exercised for cash. The Company will pay the expenses of registering these shares, including legal and accounting fees. The Company's common stock is currently quoted on The NASDAQ Capital Market under the symbol "FREE." On Dec. 19, 2013, the closing price of the Company's common stock was $1.21 per share. A copy of the amended Form F-1 is available for free at: http://is.gd/pu1I4X About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. Freeseas disclosed a net loss of US$30.88 million in 2012, a net loss of US$88.19 million in 2011, and a net loss of US$21.82 million in 2010. As of Sept. 30, 2013, the Company had $107.35 million in total assets, $106.63 million in total liabilities, all current, and $711,000 in total shareholders' equity. RBSM LLP, in New York, 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 incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. It has also failed to make required payments to Deutsche Bank Nederland as agreed to in its Sept. 7, 2012, amended and restated facility agreement and received notices of default from First Business Bank. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions, among others, raise substantial doubt about the Company's ability to continue as a going concern. FUSION TELECOMMUNICATIONS: Amends BroadvoxGo! Purchase Pact Anew ---------------------------------------------------------------- Fusion Telecommunications International, Inc., and its recently- formed indirect subsidiary, Fusion BVX LLC, on Aug. 30, 2013, entered into an Asset Purchase and Sale Agreement to acquire specified assets owned by BroadvoxGo! LLC and Cypress Communications, LLC, and used in the operation of the cloud communications services segment of Sellers' business. The Company also agreed to assume substantially all of the on-going liabilities of the Acquired Business incurred in the ordinary course of business. Effective as of Dec. 16, 2013, the Company and Sellers entered into a further amendment to the Agreement, primarily to (i) increase the amount of the good faith deposit, which is being held by the Sellers for refund to the Company only under certain limited circumstances, from $300,000 to $1,000,000; and (ii) change the Outside Closing Date, as defined in the Second Amendment, from Dec. 16, 2013, to Dec. 31, 2013. The Company also agreed with Sellers (iii) to remove certain of the conditions precedent to closing contained in the Agreement that have been complied with to the Company's satisfaction; and (iv) to recognize the conversion of Fusion Broadvox Acquisition Corp., a Delaware corporation, into Fusion BVX LLC, a Delaware limited liability company, and the succession of Fusion BVX LLC to the rights and obligations of Fusion Broadvox Acquisition Corp. under the Agreement. Consummation of the transactions contemplated by the Agreement remains subject to the satisfaction of certain conditions precedent, including, but not limited to, receipt by the Company of sufficient funding to pay the purchase price and provide for reasonable post-acquisition working capital requirements, as well as other negotiated and customary conditions of closing. Consummation also remains subject to mutual agreement of the parties to the terms of a series of agreements relating to post- closing matters such as (a) certain transition services to be provided to the Company by Sellers, (b) the shared use of certain equipment and systems of Sellers on a transition basis and (c) the Company's use of certain intellectual property of Sellers on a transition basis. While the Agreement, as amended, contemplates that a closing of the sale of the Acquired Business will take place no later than Dec. 31, 2013, the conditions precedent to closing are such that there can be no assurance that the Company will complete its acquisition of the Acquired Business in that time or at all. A copy of the Second Amendment is available for free at: http://is.gd/shG6x1 Amends SPA with with Praesidian On Dec. 16, 2013, the Company and its subsidiaries entered into a Third Amendment to the Securities Purchase Agreement and Security Agreement with Praesidian Capital Opportunity Fund III, L.P., Praesidian Capital Opportunity Fund III-A, L.P. and Plexus Fund II, LP. Under the Amendment, the Company sold senior secured Series C Notes in the aggregate principal amount of $500,000 to the Lenders, and paid the Lenders a transaction fee of $10,000. The Series C Notes bear interest, payable monthly, at a rate of 11.15 percent per annum and mature on Sept. 30, 2017. In addition, the Amendment requires the Company to (a) make additional principal payments on the Series A Notes that were previously sold to the Lenders under the SPA in the amount of $250,000 on each of Jan. 31, 2014, and Feb. 28, 2014; and (b) receive net proceeds from the sale of its equity securities of at least $500,000 no later than Jan. 31, 2014. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. The Company reported a net loss of $5.20 million in 2012, as compared with a net loss of $4.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $26.67 million in total assets, $29.71 million in total liabilities and a $3.03 million total stockholders' deficit. Rothstein Kass, in Roseland, New Jersey, 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 had negative working capital balances, incurred negative cash flows from operations and net losses since inception, and has limited capital to fund future operations that raises a substantial doubt about their ability to continue as a going concern. GENIUS BRANDS: Files Corrected Copy of Letter to Shareholders ------------------------------------------------------------- Genius Brands International, Inc., distributed a letter to shareholders on Dec. 17, 2013. The original letter that was distributed contained an erroneous reference to "Captain America" and should have referenced "Fantastic Four." The reference has been corrected. Additionally, the letter includes the following link: https://share.mediasilo.com/#quicklink/FDBCA62FB08B6C089D22ECB594E D2963 A copy of the Letter, as corrected, is available for free at: http://is.gd/hKqIPQ About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. As of Sept. 30, 2013, the Company had $1.55 million in total assets, $4.96 million in total liabilities and a $3.41 million total stockholders' deficit. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $4.28 million on $1.56 million of total revenues as compared with a net loss of $1.89 million on $4.30 million of total revenues for the same period a year ago. GETTY IMAGES: Bank Debt Trades at 7% Off ---------------------------------------- Participations in a syndicated loan under which Getty Images Inc. is a borrower traded in the secondary market at 93.23 cents-on- the-dollar during the week ended Friday, December 27, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.64 percentage points from the previous week, The Journal relates. Getty Images pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 14, 2019. The bank debt carries Moody's B2 and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 204 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. GLOBAL AVIATION: Court Okays Hiring of Haynes & Boone as Attorneys ------------------------------------------------------------------ Global Aviation Holdings Inc. and its debtor-affiliates sought and obtained permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Haynes and Boone LLP as attorneys, nunc pro tunc to Nov. 12, 2013 petition date. The Debtors require Haynes and Boone to: (a) advise the Debtors of their rights, powers, and duties as a debtors-in-possession under the Bankruptcy Court; (b) perform all legal services for an on behalf of the Debtors that may be necessary or appropriate in the administration of this bankruptcy case and the Debtors' business; (c) advise the Debtors concerning, and assisting in, the negotiation and documentation of financing agreements and debt restructurings; (d) review the nature and validity of agreements relating to the Debtors' interests in real and personal property and advising the Debtors of their corresponding rights and obligations; (e) advise the Debtors concerning preference, avoidance, recovery or other actions that it may take to collect and to recover property for the benefit of the estate and its creditors, whether or not arising under Chapter 5 of the Bankruptcy Code; (f) prepare on behalf of the Debtors all necessary and appropriate applications, motions, pleadings, draft orders, notices, schedules, and other documents and reviewing all financial and other reports to be filed in this bankruptcy case; (g) advise the Debtors concerning, and preparing responses to, applications, motions, complaints, pleadings, notices, and other papers that may be filed and served in this bankruptcy case; (h) counsel the Debtors in connection with the formulation, negotiation, and promulgation of a plan of reorganization or liquidation and related documents; (i) work with and coordinate efforts among other professionals to attempt to preclude any duplication of effort among those professionals and to gude their efforts in the overall framework of Debtors' reorganization or liquidation; (j) work with professionals retained by other parties-in- interest in these bankruptcy cases to attempt to structure a consensual plan of reorganization, or other resolution for Debtors; and (k) perform additional legal services as may be required by the Debtors. Haynes and Boone will be paid at these hourly rates: Kenric Kattner, Partner $742.50 Henry Flore, Partner $630 Steven Buxbaum, Partner $711 Arthur Carter, Partner $634.50 Kourtney Lyda, Sr. Attorney $540 Abigail Ottmers, Of Counsel $477 Kelly Stephenson, Associate $360 Arsalan Muhammad, Associate $333 Ken Rusinko, Paralegal $243 Haynes and Boone will also be reimbursed for reasonable out-of- pocket expenses incurred. Haynes and Boone has been paid $775,436.15 through the day prior to the petition date as compensation for services rendered and costs incurred for the one year period prior to the petition date. Prior to the petition date, Haynes and Boone was paid $660,000 as retainer by the Debtors for work to be performed in connection with preparing to file the Chapter 11 cases. Haynes and Boone offset $234,531.85 against the retainer prior to the petition date, leaving a balance of $425,468.15 (the "retainer"). Haynes and Boone will hold the retainer in trust for th Debtors pending furthr order of the Court. Haynes and Boone was retained to represent the Debtors on Aug. 30, 2013, as its restructuring and bankruptcy counsel. Kenric Kattner, Esq., partner of Haynes and Boone, 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. Haynes and Boone can be reached at: Kenric Kattner, Esq. HAYNES AND BOONE LLP 1221 McKinney St., Ste 2100 Houston, TX 77010 Tel: (713) 547-2000 Fax: (713) 547-2600 E-mail: kenric.kattner@haynesboone.com About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. GLOBAL AVIATION: Hires Imperial Capital as Financial Advisor ------------------------------------------------------------ Global Aviation Holdings Inc. and its debtor-affiliates ask for authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Imperial Capital, LLC as investment banker and financial advisor, nunc pro tunc to Nov. 12, 2013, petition date. The Debtors require Imperial Capital to: (a) analyze the Debtors' business, operations, properties Financial condition, competition, forecast, prospects and management; (b) assist in developing, evaluating, structuring and negotiating terms and conditions of a potential restructuring; (c) assist in the preparation of solicitation materials with respect to the existing claims and interest and any securities to be issued in connection with the restructuring; (d) advise on a proposed purchase price and form of consideration of a potential transaction; (e) assist in developing, evaluating, structuring and negotiating the terms and conditions of a potential transaction; (f) assist in the preparation of solicitation materials with respect to a potential transaction; (g) identification of and contacting selected buyers for a potential transaction; (h) assist in arranging for potential Buyers to conduct due diligence; (i) assist in developing, evaluating, structuring and negotiating the terms and conditions of a potential financing; (j) assist in the preparation of solicitation materials with respect to a potential financing; (k) identify and contact selected purchasers to participate in a potential financing; (l) assist in developing, evaluating, structuring and negotiating the terms and conditions of a potential financing; and (m) provide other services that may be requested by the Debtor from time to time. Pursuant to the Engagement Agreement, Imperial Capital is entitled to a monthly fee, starting in November, of $125,000 (the "Monthly Advisory Fee"). The Monthly Advisory Fee for August, September and October was $150,000 per month. Pursuant to the Engagement Agreement, Imperial Capital is also entitled to the following potential fees: (a) A fee of $1,250,000 at the closing of the Restructuring (the "Restructuring Transaction Fee"). The Debtors are entitled to a credit of 50% for the Monthly Advisory Fees, starting in November 2013, towards the Restructuring Transaction Fee. (b) A fee equal to the greater of $1,500,000 or 3% of the Transaction Consideration received by the Debtors pursuant to a Transaction, less $250,000 (the "M&A Transaction Fee"). The Debtors are entitled to a credit of 50% for the Monthly Advisory Fees, starting in November 2013, towards the M&A Transaction Fee. (c) A fee equal to two and 2.5% of the face or commitment amount of any Financing, excluding debtor-in-possession financing (the "Financing Fee"). The Debtors are entitled to a credit of 50% of the Financing Fee against either a Restructuring Transaction Fee or an M&A Transaction Fee, as and if applicable. Imperial Capital will also be reimbursed for reasonable out-of- pocket expenses incurred. Imperial Capital has previously received a general retainer of $200,000 from the Debtors. Prepetition, Imperial received $575,000 in monthly advisory fees, covering the four months from Jul. 26, 2103 through Nov. 26, 2013, and $22,574.98 in expense reimbursement. Imperial Capital estimates it incurred an additional $26,000 in out-of-pocket expenses prepetition that it will apply against the retainer. Beau Roy, senior vice president of Imperial Capital, 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. Imperial Capital can be reached at: Beau Roy IMPERIAL CAPITAL, LLC 2000 Avenue of the Stars 9th Floor, South Tower Los Angeles, CA 90067 Tel: (310) 246-3700 Fax: (310) 777-3000 About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. GLOBAL AVIATION: Court Approves Hiring of Polsinelli as Co-Counsel ------------------------------------------------------------------ Global Aviation Holdings Inc. and its debtor-affiliates sought and obtained authorization from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ Polsinelli PC as co-counsel, nunc pro tunc to Nov. 12, 2013 petition date. The services of Polsinelli PC are necessary to enable the Debtors to execute faithfully their duties as debtors and debtors in possession. The Debtors require Polsinelli PC to: (a) take all necessary action to protect and preserve the estates of the Debtors, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; (b) provide legal advice with respect to the Debtors' powers and duties as debtors in possession in the continued operation of their businesses and management of their properties; (c) negotiate, prepare, and pursue confirmation of a plan and approval of a disclosure statement; (d) prepare on behalf of the Debtors, as debtors in possession, necessary motions, applications, answers, orders, reports, and other legal papers in connection with the administration of the Debtors' estates; (e) appear in court and to protect the interests of the Debtors before this Court; (f) assist with any disposition of the Debtors' assets, by sale or otherwise; (g) review all pleadings filed in these cases; and (h) perform all other legal services in connection with these cases as may reasonably be required. Polsinelli PC will be paid at these hourly rates: Christopher A. Ward, shareholder $520 Justin K. Edelson, associate $320 Jarrett K. Vine, associate $285 Lindsey M. Suprum, paralegal $205 Shareholder $250-$525 Associates and Sr. Counsel $175-$325 Paraprofessionals $75-$205 Polsinelli PC will also be reimbursed for reasonable out-of-pocket expenses incurred. Prior to the petition date, Polsinelli PC received a $50,000 retainer from the Debtors. Polsinelli PC received the retainer as payment in advance for services to be performed by Polsinelli PC. On the petition date, Polsinelli PC issued a final prepetition invoice to the Debtors and drew down the retainer amount of $23,404.50 for services rendered on behalf of the Debtors. Polsinelli PC currently retains an evergreen retainer in the amount of $26,595.50. Christopher A. Ward, Esq., managing shareholder of Polsinelli PC, 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. Polsinelli PC can be reached at: Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 Fax: (302) 252-0921 E-mail: cward@polsinelli.com About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. GLOBAL AVIATION: Taps WorldWide Aero as Consultants --------------------------------------------------- Global Aviation Holdings Inc. and its debtor-affiliates seek permission from the Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware to employ WorldWide Aero Consulting Services as consultants, nunc pro tunc to Nov. 12, 2013, petition date. The Debtors requires WorldWide Aero to render specialized consulting services as needed throughout the Chapter 11 cases. Generally, the consulting services that WorldWide Aero will render may be summarized, in part, as follows: (a) provide input and assist in the Debtors' efforts to restructure and renegotiate the terms associated with the Debtors' aircraft leases. Such services may include assisting in analyzing existing rent requirements and underlying financial structure associated with each lease, assisting the Debtors in developing proposals and other solutions to seek relief from or deferral of rent or maintenance supplemental rent obligations, security deposits, return conditions and other lease terms, and assisting the Debtors with the documentation of such restructuring of the Debtors' aircraft leases; (b) assist the Debtors with developing and executing an optimized engine shop visit plan to take advantage of maintenance reserve amounts and to potentially accelerate the return of spare engines currently under lease; (c) investigate the Debtors' aircraft leases, maintenance reserve balances and maintenance agreements to assist the Debtors with initiating discussions with the lessors to return any overage in the current maintenance reserves to the Debtors and reduce the amount of the maintenance reserve contribution on a going forward basis; (d) assist the Debtors with reducing or eliminating redelivery costs on any aircraft that will be returned to the relevant aircraft lessors as a result of rejection of the aircraft leases; (e) assist the Debtors, as needed, with renegotiating or replacing certain maintenance agreements; and (f) assist the Debtors with consolidation, restructuring and outsourcing of certain maintenance and operations services. The Debtors have agreed to compensate WorldWide Aero with a flat fee of $90,000 per month. WorldWide Aero will also be reimbursed for reasonable out-of- pocket expenses incurred. WorldWide Aero has been paid $265,000 through the day prior to the petition date as compensation for services rendered and costs incurred for the one year period prior to the petition date. WorldWide Aero has not received a retainer by the Debtors. Michael Bata, chief executive officer of WorldWide Aero, 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. The Court for the District of Delaware will hold a hearing on the hiring on Jan. 7, 2014, at 10:30 a.m. Objections, if any, are due Dec. 30, 2013, at 4:00 p.m. WorldWide Aero can be reached at: Michael Bata WORLDWIDE AERO CONSULTING SERVICES Walker House 87 Mary St. George Town Grand Cayman, KY1-9002 Cayman Islands About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. GREEN FIELD ENERGY: Panel Hires Brown Rudnick as Co-Counsel ----------------------------------------------------------- The Official Committee of Unsecured Creditors of Green Field Energy Services, Inc. and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Brown Rudnick LLP as co-counsel to the Committee, nunc pro tunc to Nov. 7, 2013. The professional services to be rendered by Brown Rudnick to the Committee will include: (a) assisting and advising the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) representing the Committee at hearings to be held before this Court and communicating with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assisting and advising the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) reviewing and analyzing pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties-in-interest in these cases; advising the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; (e) assisting the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) conferring with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected and employed by the Committee; (g) coordinating the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participating in such examinations of the Debtors and other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiating and formulating a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and (j) assisting the Committee generally in performing such other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Brown Rudnick will be paid at these hourly rates: Robert J. Stark $1,155 Howard L. Siegel $1,060 Sunni P. Beville $790 Attorney $400-$1,190 Paraprofessional $315-$370 Brown Rudnick will also be reimbursed for reasonable out-of-pocket expenses incurred. Robert J. Stark, Esq., member of Brown Rudnick, 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. The Court for the District of Delaware will hold a hearing on the application on Jan. 7, 2014, at 3:00 p.m. Objections, if any, are due Dec. 30, 2013, at 4:00 p.m. Brown Rudnick can be reached at: Robert J. Stark, Esq. BROWN RUDNICK LLP Seven Times Square New York, NY 10036 Tel: (212) 209-4800 Fax: (212) 209-4801 E-mail: rstark@brownrudnick.com 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. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. GREEN FIELD ENERGY: Panel Taps Conway MacKenzie as Advisor ---------------------------------------------------------- The Official Committee of Unsecured Creditors of Green Field Energy Services, Inc. and its debtor-affiliates, seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Conway MacKenzie, Inc. as financial advisor to the Committee, nunc pro tunc to Nov. 11, 2013. The Committee requires Conway MacKenzie to: (a) assist in the analysis, review and monitoring of the restructuring process, including, but not limited to an assessment of potential recoveries for general unsecured creditors; (b) assist in the review of financial information prepared by the Debtors, including, but not limited to, cash flow projections and budgets, business plans, cash receipts and disbursement analysis, asset and liability analysis, and the economic analysis of proposed transactions for which Court approval is sought; (c) assist with the review of the Debtors' analysis of core and non-core business assets and the potential disposition or liquidation of the same; (d) assist with review of any tax issues associated with, but not limited to, preservation of net operating losses, refunds due to the Debtors, plans of reorganization and asset sales; (e) assist in the review and preparation of information and analysis necessary for the confirmation of a plan and related disclosure statement in these Chapter 11 proceedings; (f) attend meetings and assist in discussions with the Debtors, potential investors, banks, other secured lenders, the Committee and any other official committees organized in these Chapter 11 proceedings, the U.S. Trustee, other parties in interest and professionals hired by the same, as requested; (g) assist in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (h) assist with the review of the Debtors' cost/benefit analysis with respect to the affirmation or rejection of various executory contracts and leases; (i) assist in the evaluation, analysis, and forensic investigation of avoidance actions, including fraudulent conveyances and preferential transfers and certain transactions between the Debtors and affiliated entities; (j) assist in the prosecution of Committee responses/objections to the Debtors' motions, including attendance at depositions and provision of expert reports/testimony on case issues as required by the Committee; and (k) render other general business consulting or other assistance as the Committee or its counsel may deem necessary that are consistent with the role of a financial advisor and not duplicative of services provided by other professionals in this proceeding. Conway MacKenzie will be paid at these hourly rates: John T. Young, Jr., Sr. Managing Director $695 Paraprofessional $200 Senior managing Director $695 Conway MacKenzie will also be reimbursed for reasonable out-of- pocket expenses incurred. John T. Young, Jr., senior managing director of Conway MacKenzie, 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. The Court for the District of Delaware will hold a hearing on the application on Jan. 7, 2014, at 3:00 p.m. Objections, if any, are due Dec. 30, 2013, at 4:00 p.m. Conway MacKenzie can be reached at: John T. Young, Jr. CONWAY MACKENZIE, INC. 1301 McKinney, Suite 2025 Houston, TX 77010 Tel: (713) 650-0500 Fax: (713) 650-0502 E-mail: JYoung@ConwayMacKenzie.com 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. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. GREEN FIELD ENERGY: Panel Hires Womble Carlyle as Co-Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Green Field Energy Services, Inc. and its debtor-affiliates asks for authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Womble Carlyle Sandridge & Rice, LLP as Delaware co-counsel to the Committee, nunc pro tunc to Nov. 12, 2013. The Committee requires Womble Carlyle to: (a) assist and advise the Committee in its discussions with the Debtors and other parties-in-interest regarding the overall administration of these cases; (b) represent the Committee at hearings to be held before this Court and communicate with the Committee regarding the matters heard and the issues raised as well as the decisions and considerations of this Court; (c) assist and advise the Committee in its examination and analysis of the conduct of the Debtors' affairs; (d) review and analyze pleadings, orders, schedules, and other documents filed and to be filed with this Court by parties- in-interest in these cases; advise the Committee as to the necessity, propriety, and impact of the foregoing upon the Debtors' Chapter 11 cases; and consenting or objecting to pleadings or orders on behalf of the Committee, as appropriate; (e) assist the Committee in preparing such applications, motions, memoranda, proposed orders, and other pleadings as may be required in support of positions taken by the Committee, including all trial preparation as may be necessary; (f) confer with the professionals retained by the Debtors and other parties-in-interest, as well as with such other professionals as may be selected adn employed by the Committee; (g) coordinate the receipt and dissemination of information prepared by and received from the Debtors' professionals, as well as such information as may be received from professionals engaged by the Committee or other parties-in- interest in these cases; (h) participate in such examinations of the Debtors adn other witnesses as may be necessary in order to analyze and determine, among other things, the Debtors' assets and financial condition, whether the Debtors have made any avoidable transfers of property, or whether causes of action exist on behalf of the Debtors' estates; (i) negotiate and formulate a plan of reorganization for the Debtors or other resolution of these Chapter 11 cases; and (j) assist the Committee generally in performing other services as may be desirable or required for the discharge of the Committee's duties pursuant to Bankruptcy Code Section 1103. Womble Carlyle will be paid at these hourly rates: Steven K. Kortanek $655 Kevin J. Mangan $525 Morgan Seward $325 Members of the Firm $315-$675 Of Counsel $300-$500 Associates $200-$445 Senior Counsel $350-$375 Counsel $250-$430 Paralegals $100-$270 Womble Carlyle will also be reimbursed for reasonable out-of- pocket expenses incurred. Steven K. Kortanek, Esq., partner of Womble Carlyle, 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. The Court for the District of Delaware will hold a hearing on the application on Jan. 7, 2014, at 3:00 p.m. Objections, if any, are due Dec. 30, 2013, at 4:00 p.m. Womble Carlyle can be reached at: Steven K. Kortanek, Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Tel: (302) 252-4363 Fax: (302) 661-7728 E-mail: skortanek@wcsr.com 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. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. HAWKER BEECHCRAFT: Textron in $1.4 Billion Deal to Acquire Firm --------------------------------------------------------------- Jon Ostrower and John Kell, writing for The Wall Street Journal, reported that Textron Inc. agreed to pay $1.4 billion to acquire Beechcraft Corp., a deal that would combine the small U.S. plane maker into an industrial conglomerate that also produces Cessna planes and Bell helicopters. According to the report, the planned acquisition comes 10 months after Beechcraft exited Chapter 11 bankruptcy protection under the control of several hedge funds that converted their debt into equity, including Bain Capital's Sankaty Advisors, Angelo Gordon & Co. and Centerbridge Partners. The bankruptcy filing last year was prompted by a prolonged slump in sales and a heavy debt load following a leveraged buyout in 2007. The deal unites two of the best-known makers of small business aircraft, demand for which collapsed in the global recession, the report related. Textron's Cessna unit and Beechcraft, both based in Wichita, Kan., each have made deep job cuts and shrunk production in recent years in response to the slump. In 2012, an attempted buyout in bankruptcy of Beechcraft by Superior Aviation Beijing Co. of China for $1.79 billion collapsed amid concern the deal wouldn't pass a review by a U.S. government panel, the report said. After that, Beechcraft ceased production of its jet models to focus on smaller propeller-driven aircraft used for private use, defense applications and special missions like search-and-rescue. The company, formerly known as Hawker Beechcraft Inc., also began trying to sell assets?including its Hawker business jet unit and the Hawker brand. Providence, R.I.-based Textron, which had $12.2 billion in revenue last year, has been strengthening its balance sheet, reducing its exposure to deals not tied to its core industrial businesses, the report further related. The high-margin Bell Helicopter unit has been buoying earnings, helped by a strong commercial market and fresh orders for the V-22 military helicopter produced in cooperation with Boeing Co. About Hawker Beechcraft Hawker Beechcraft Acquisition Company, LLC, headquartered in Wichita, Kansas, manufactures business jets, turboprops and piston aircraft for corporations, governments and individuals worldwide. Hawker Beechcraft reported a net loss of $631.90 million on $2.43 billion of sales in 2011, compared with a net loss of $304.30 million on $2.80 billion of sales in 2010. Hawker Beechcraft Inc. and 17 affiliates filed for Chapter 11 reorganization (Bankr. S.D.N.Y. Lead Case No. 12-11873) on May 3, 2012, having already negotiated a plan that eliminates $2.5 billion in debt and $125 million of annual cash interest expense. The plan will give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. Hawker is 49%-owned by affiliates of Goldman Sachs Group Inc. and 49%-owned by Onex Corp. The Company's balance sheet at Dec. 31, 2011, showed $2.77 billion in total assets, $3.73 billion in total liabilities and a $956.90 million total deficit. Other claims include pensions underfunded by $493 million. Hawker's legal representative is Kirkland & Ellis LLP, its financial advisor is Perella Weinberg Partners LP and its restructuring advisor is Alvarez & Marsal. Epiq Bankruptcy Solutions LLC is the claims and notice agent. Sidley Austin LLP serves as legal counsel and Houlihan Lokey Howard & Zukin Capital Inc. serves as financial advisor to the DIP Agent and the Prepetition Agent. Wachtell, Lipton, Rosen & Katz represents an ad hoc committee of senior secured prepetition lenders holding 70% of the loans. Milbank, Tweed, Hadley & McCloy LLP represents an ad hoc committee of holders of the 8.500% Senior Fixed Rate Notes due 2015 and 8.875%/9.625% Senior PIK Election Notes due 2015 issued by Hawker Beechcraft Acquisition Company LLC and Hawker Beechcraft Notes Company. The members of the Ad Hoc Committee -- GSO Capital Partners, L.P. and Tennenbaum Capital Partners, LLC -- hold claims or manage accounts that hold claims against the Debtors' estates arising from the purchase of the Senior Notes. Deutsche Bank National Trust Company, the indenture trustee for senior fixed rate notes and the senior PIK-election notes, is represented by Foley & Lardner LLP. An Official Committee of Unsecured Creditors appointed in the case has selected Daniel H. Golden, Esq., and the law firm of Akin Gump Strauss Hauer & Feld LLP as legal counsel. The Committee's financial advisor is FTI Consulting, Inc. On June 30, 2012, Hawker filed its Plan, which proposed to eliminate $2.5 billion in debt and $125 million of annual cash interest expense. The plan would give 81.9% of the new stock to holders of $1.83 billion of secured debt, while 18.9% of the new shares are for unsecured creditors. The proposal has support from 68% of secured creditors and holders of 72.5% of the senior unsecured notes. In July 2012, Hawker disclosed it was in exclusive talks with China's Superior Aviation Beijing Co. for the purchase of Hawker's corporate jet and propeller plane operations out of bankruptcy for $1.79 billion. In October 2012, Hawker unveiled that those talks have collapsed amid concerns a deal with Superior wouldn't pass muster with a U.S. government panel and other cross-cultural complications. Sources told The Wall Street Journal that Superior encountered difficulties separating Hawker's defense business from those units in a way that would make both sides comfortable the deal would get U.S. government clearance. The sources told WJS the defense operations were integrated in various ways with Hawker's civilian businesses, especially the propeller plane unit, in ways that proved difficult to untangle. Thereafter, Hawker said it intends to emerge from bankruptcy as an independent company. On Oct. 29, 2012, Hawker filed a modified reorganization plan and disclosure materials. Hawker said the plan was supported by the official creditors' committee and by a "substantial majority" of holders of the senior credit and a majority of holders of senior notes. Hawker said it will either sell or close the jet-manufacturing business. The revised plan still offers 81.9% of the new stock in return for $921 million of the $1.83 billion owing on the senior credit. Unsecured creditors are to receive the remaining 18.9% of the new stock. Holders of the senior credit will receive 86% of the new stock. The senior credit holders are projected to have a 43.1% recovery from the plan. General unsecured creditors' recovery is a projected 5.7% to 6.3%. The recovery by holders of $510 million in senior notes is predicted to be 9.2% to 10%. HERCULES OFFSHORE: Files Fleet Status Report as of Dec. 18 ---------------------------------------------------------- Hercules Offshore, Inc., posted on its Web site its fleet status report as of Dec. 18, 2013. A copy of the Fleet Status Report is available for free at http://is.gd/RrLHVf About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $2.40 billion in total assets, $1.48 billion in total liabilities and $922.37 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERCULES OFFSHORE: Receives $50 Million From Insurers ----------------------------------------------------- Hercules Offshore, Inc., received payment from its insurance underwriters for a previously-disclosed damage to its Hercules 265 jackup drilling rig. The Company's insurance underwriters determined that the Rig is a constructive total loss, and the Company received gross insurance proceeds of $50 million. As a result of this insurance collection, the Company anticipates recording an insurance gain of approximately $31 million in the fourth quarter 2013. The Company and its insurance underwriters continue to negotiate the insurance recovery amounts for costs related to the salvage of the Rig and certain other insured losses. On Dec. 20, 2013, the Company closed the sale of its Hercules 170 jackup drilling rig for a purchase price of $8.3 million. As a result of the sale, the Company expects to record an impairment charge of approximately $12 million in the fourth quarter 2013. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $127 million in 2012, a net loss of $76.12 million in 2011, and a net loss of $134.59 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $2.40 billion in total assets, $1.48 billion in total liabilities and $922.37 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HERON LAKE: Issues Newsletter to Shareholders --------------------------------------------- Heron Lake BioEnergy, LLC, published and sent a newsletter to its unit holders on or about Dec. 20, 2013. The newsletter includes the Company's estimate of tax liability of the Company's members for the Company's tax year ending Dec. 31, 2013. The newsletter is available for free at http://is.gd/PT6f5T About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. In its report on the Company's financial statements for the fiscal year ended Oct. 31, 2012, Boulay, Heutmaker, Zibell & Co. P.L.L.P., in Minneapolis, Minnesota, expressed substantial doubt about Heron Lake BioEnergy's ability to continue as a going concern. The independent auditors noted that the Company has incurred losses due to difficult market conditions and the impairment of long-lived assets. "The Company is out of compliance with its master loan agreement and is operating under a forbearance agreement whereby the Company agreed to sell substantially all of its assets." The Company reported a net loss of $32.35 million for the year ended Oct. 31, 2012, as compared with net income of $543,017 for the year ended Oct. 31, 2011. The Company's balance sheet at July 31, 2013, showed $60.75 million in total assets, $35.47 million in total liabilities and $25.27 million total members' equity. Bankruptcy Warning At Jan. 31, 2013, the Company's total indebtedness to AgStar was approximately $41.1 million. All of the Company's assets and real property are subject to security interests and mortgages in favor of AgStar as security for the obligations of the master loan agreement. The Company's failure to pay any required installment of principal or interest or any other amounts payable under the Company's Term Loan or Term Revolving Loan or the Company's failure to perform or observe any covenant under the Sixth Amended and Restated Master Loan Agreement would result in an event of default, entitling AgStar to accelerate and declare due all amounts outstanding under the Company's Term Loan and its Term Revolving Loan. "Upon the occurrence of any one or more Events of Default, as defined under the Sixth Amended and Restated Forbearance Agreement, including failure to observe any of the financial or affirmative covenants...AgStar may accelerate all of our indebtedness and may seize the assets that secure our indebtedness, causing us to lose control of our business. We may also be forced to sell our assets, restructure our indebtedness, submit to foreclosure proceedings, cease operations or seek bankruptcy or reorganization protection," according to the Company's quarterly report for the three months ended Jan. 31, 2013. ICTS INTERNATIONAL: Incurs $1.8 Million Net Loss in H1 2013 ----------------------------------------------------------- ICTS International N.V. reported a net loss of $1.88 million on $57.27 million of revenue for the six months ended June 30, 2013, sa compared with a net loss of $4.27 million on $47.14 million of revenue for the same period a year ago. As of June 30, 2013, the Company had $26.33 million in total assets, $64.99 million in total liabilities and a $38.65 million total shareholders' deficit. "The Company has a working capital deficit and a history of recurring losses from continuing operations and negative cash flows from continuing operations. As of June 30, 2013 and December 31, 2012, the Company has a working capital deficit of $8,985 and $10,307, respectively. During the periods ended June 30, 2013 and 2012, the Company incurred losses from continuing operations of $3,871 and $3,291, respectively. Collectively, these factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in the Report. A copy of the Form 6-K is available for free at: http://is.gd/Ge4Udy About ICTS International ICTS International N.V. is a public limited liability company organized under the laws of The Netherlands in 1992. ICTS specializes in the provision of aviation security and other aviation services. Following the taking of its aviation security business in the United States by the TSA in 2002, ICTS, through its subsidiary Huntleigh U.S.A. Corporation, engages primarily in non-security related activities in the USA. ICTS, through I-SEC International Security B.V., supplies aviation security services at airports in Europe and the Far East. In addition, I-SEC Technologies B.V. including its subsidiaries develops technological systems and solutions for aviation and non? aviation security. ICTS International incurred a net loss of US$9.01 million in 2012, a net loss of US$2.14 million in 2011 and a net loss of US$8.12 million in 2010. Mayer Hoffman McCann CPAs, in New York, 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 a history of recurring losses from continuing operations, negative cash flows from operations, working capital deficit, and is in default on its line of credit arrangement in the United States as a result of the violation of certain financial and non-financial covenants. Collectively, these conditions raise substantial doubt about the Company's ability to continue as a going concern. IMPULSE LLC: Case Summary & Unsecured Creditor ---------------------------------------------- Debtor: Impulse, LLC 1634 Independence Avenue, SE Washington, DC 20003 Case No.: 13-00791 Chapter 11 Petition Date: December 27, 2013 Court: United States Bankruptcy Court District of Columbia (Washington, D.C.) Judge: Hon. Martin S. Teel, Jr. Debtor's Counsel: Kim Yvette Johnson, Esq. LAW OFFICES OF KIM Y. JOHNSON P.O. Box 643 Laurel, MD 20725 Tel: (443) 838-3614 Fax: 410-332-8033 Email: kimyjcounsel@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dean Smothers, authorized individual. The Debtor listed Eagle Bank as its largest unsecured creditor holding a claim of $6,800,000. INDIGO-ENERGY INC: Court OKs Settlement in "Miller" Litigation -------------------------------------------------------------- As previously disclosed, the Superior Court of the State of New Jersey, Chancery Division-General Equity, for the County of Essex, issued an order in the matter of Jeffrey S. Chiesa, Attorney General of New Jersey on behalf of Abbe R. Tiger, Chief of the New Jersey Bureau of Securities, v. Everett Charles Ford Miller, et al., and Carr Miller Care Limited Liability Company, et al., appointing Richard W. Barry as receiver for Indigo-Energy, Inc. On July 29, 2013, Indigo, the Indigo Receiver, Carr Miller Capital, LLC, Michael P. Pompeo, the Court appointed Receiver for Carr Miller, New Hope Partners, LLC, and certain of Indigo's shareholders entered into a settlement agreement which was subject to court approval. The Settlement Agreement was presented to the Court on July 31, 2013. On Oct. 3, 2013, the Court issued an order approving the Settlement Agreement. Pursuant to the Order: (a) the Newco Payment will be paid to and held by the Carr Miller Receiver in the receivership estate of Carr Miller Capital LLC, pending further order of the Court; (b) the Carr Miller Receiver and the Indigo Receiver are authorized to exchange the Releases as set forth in Paragraph 9 of the Master Settlement Agreement; (c) the transfer and assignment of the Assigned Claims from the Indigo Receiver to the Carr Miller Receiver is authorized and approved; (d) the Carr Miller Receiver is authorized, but not directed, to prosecute the Assigned Claims; (e) Indigo's transfer agent, Continental Stock Transfer & Trust Company, is authorized and directed to transfer and/or reissue the Carr Miller Shares in accordance with Schedule A annexed to the Order; (f) the Nov. 1, 2012, order appointing a Receiver for Indigo is vacated; (g) the Indigo Receiver is discharged as a Receiver for Indigo; (h) the Indigo Receiver is awarded fees and reimbursement of expenses in the amount of $25,000 for the period of Feb. 4, 2011, to the close of the Indigo receivership; and (i) the Carr Miller receiver is authorized to pay the sum of $25,000 to the Indigo Receiver, Richard W. Barry. President Appointment James C. Walter Sr., age 70, was appointed by the sole remaining Director of Indigo-Energy, Inc. (IDGG) on Oct. 18, 2013, to the offices of president, secretary, and sole director, all of which to serve until replaced by the Board of Directors. Mr. Walter has had a 30 year career as an independent insurance broker and is a shareholder of IDGG. Walter Insurance Agency, Inc., was owned and operated by Mr. Walter for 30 years before the company was sold in 2001. Since 2001, Mr. Walter has served as a business consultant. Additionally, Mr. Walter is a member of New Hope Partners LLC, also a shareholder of IDGG. Mr. Walter has assumed the duties as identified primarily in an interim capacity while the company goes through a restructuring and efforts to become filing and reporting current. In these capacities he has agreed to serve without remuneration or compensation of any kind other than reimbursement of out-of-pocket expenses relating to the execution of his duties. On Oct. 18, 2013, Indigo-Energy accepted the resignation of Brad Hoffman from the Company's Board of Directors. The resignation of Mr. Hoffman did not involve a disagreement with the Company or any matter relating to the Company's operations, policies or practices. About Indigo-Energy Henderson, Nev.-based Indigo-Energy, Inc., is an independent energy company, currently engaged in the exploration of natural gas and oil. The Company's balance sheet at Sept. 30, 2010, showed $5.05 million in total assets, $11.35 million in total liabilities, and a stockholders' deficit of $6.30 million. Mark Bailey & Company, Ltd., in Reno, Nevada, expressed substantial doubt about Indigo-Energy's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. Indigo-Energy previously notified the U.S. Securities and Exchange Commission that it could not file its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, within the time prescribed. On April 14, 2011, the Company informed the SEC that it was unable to file its annual report within the extension period due to financial constraints that prohibit the Company from completing that Report. INFINITY ENERGY: Amegy to Swap Pref. Shares for Common Shares ------------------------------------------------------------- Infinity Energy Resources, Inc., entered into a Stock Exchange Agreement with Amegy Bank, N.A., under which Amegy will exchange 130,000 shares of Series A Preferred Stock of the Company that it owns for 3,250,000 shares of Common Stock of the Company. Each share of Series A Preferred had a price of $100. Amegy also agreed to receive an additional 341,250 shares of Common Stock for $1,365,000, the amount of the accrued and unpaid dividends on the Series A Preferred. As a result the Company will issue a total of 3,591,250 new shares of Common Stock. The Common Stock to be issued in these transactions is valued at $4.00 per share. The transactions are expected to close before the end of December. The exchange of the Series A Preferred for Common Stock will cancel the Series A Preferred and thus eliminate any future dividend accrual and liquidation preferences that the Series A Preferred had over the outstanding shares of Common Stock. In addition, all super majority voting rights that were attributable to the Series A Preferred will be terminated in connection with the cancellation of the Series A Preferred. Amegy will retain certain registration rights under the Investor Rights Agreement between the parties. About Infinity Energy Overland Park, Kansas-based Infinity Energy Resources, Inc., and its subsidiaries, are engaged in the acquisition and exploration of oil and gas properties offshore Nicaragua in the Caribbean Sea. Infinity Energy disclosed net income of $2.90 million for the year ended Dec. 31, 2012, as compared with a net loss of $3.52 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $4.77 million in total assets, $5.74 million in total liabilities, $15.17 million in redeemable, convertible preferred stock, and stockholders' deficit of $16.15 million. EKS&H LLLP, 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 has suffered recurring losses, has no on-going operations, and has a significant working capital deficit, which raises substantial doubt about its ability to continue as a going concern. INTELLICELL BIOSCIENCES: Issues 27 Million Shares to Hanover ------------------------------------------------------------ Intellicell Biosciences, Inc., issued and delivered to Hanover another 27,000,000 additional settlement shares pursuant to the terms of the Settlement Agreement approved by the Supreme Court of the State of New York, County of New York, in the matter entitled Hanover Holdings I, LLC, v. Intellicell Biosciences, Inc., Case No. 651709/2013. On May 21, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement between Intellicell and Hanover. Hanover commenced the Action against the Company on May 10, 2013, to recover an aggregate of $706,765 of past-due accounts payable of the Company, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. As previously disclosed, on May 23, 2013, the Company issued and delivered to Hanover 8,500,000 shares of the Company's common stock, $0.001 par value. As previously disclosed, between June 17, 2013, and Aug. 7, 2013, the Company issued and delivered to Hanover an aggregate of 43,466,171 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell disclosed a net loss of $4.15 million on $534,942 of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $32.83 million on $99,192 of revenues during the prior year. The Company's balance sheet at June 30, 2013, showed $3.70 million in total assets, $10.57 million in total liabilities and a $6.86 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP stated in their report that the Company's financial statements for the fiscal years ended Dec. 31, 2012, and 2011, were prepared assuming that the Company would continue as a going concern. The Company's ability to continue as a going concern is an issue raised as a result of the Company's recurring losses from operations and its net capital deficiency. The Company continues to experience net operating losses. The Company's ability to continue as a going concern is subject to its ability to generate a profit. INT'L FOREIGN EXCHANGE: Claims Bar Date Set for Jan. 31 ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York set Jan. 31, 2014, at 5:00 p.m. as the deadline for parties, excluding governmental units, to file proofs of claim against International Foreign Exchange Concepts Holdings Inc. The Court set April 21, 2014, at 5:00 p.m. as the deadline for governmental units to file a proof of claim. About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. JEFFERSON COUNTY, AL: Admin. Claims Bar Date Set for Jan. 31 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Alabama, Southern Division, confirmed the Chapter 9 Plan of Adjustment for Jefferson County, Alabama, in an order dated Nov. 22, 2013. The Plan was declared effective Dec. 3, 2013. Pursuant to the Plan and the Confirmation Order, motions for payment of Administrative Claims, except with respect to Professional Fee Claims or as otherwise agreed in writing by the County, must be filed with the Bankruptcy Court and served on the County no later than Jan. 31, 2014. The County or any other party in interest may file an objection to any such motion for payment of Administrative Claims within 60 calendar days after the expiration of the Administrative Claims Bar Date, unless such time period for filing such objection is extended by the Bankruptcy Court. All executory contracts and unexpired leases that the County entered into on or before the Petition Date that (i) have not been previously assumed or rejected by the County and (ii) are not set forth on the Schedule of Assumed Agreements pursuant to the confirmed Plan, have been rejected on and as of the Effective Date. Any Rejection Damage Claim or other Claim for damages solely arising from the rejection under the Plan of an executory contract or unexpired lease must be Filed and served on the County no later than Jan. 2, 2014. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. On Aug. 7, 2013, the Court approved the disclosure statement explaining the Chapter 9 Plan of Adjustment for Jefferson County, Alabama (Dated July 29, 2013). JEFFERSON COUNTY, AL: S&P Raises School Warrants Rating From 'D' ---------------------------------------------------------------- Standard & Poor's Ratings Services, on Dec. 20, 2013, raised its rating on Jefferson County, Ala.'s series 2004A, 2005A-1, 2005A-2, 2005A-3, 2005A-4, and 2005B limited obligation school warrants to 'BBB' from 'D'. The outlook is stable. "Our rating action is based on our revised view of amendments to documents governing the warrants as the county emerged from bankruptcy," said Standard & Poor's credit analyst Brian Marshall. "We believe that the document amendments did not result in a distressed exchange between the county and its creditors for these warrants. Moreover, the county has honored and continues to honor its obligation to warrant holders," added Mr. Marshall. S&P's 'BBB' rating reflects its view of the following credit factors: -- The region's broad and diverse economy, with the county participating in the Birmingham-Hoover metropolitan statistical area; -- Sales tax revenue growth of 6.9% for fiscal 2012 and a combined 14.4% since 2010, after revenues declined by 11.9% in fiscal 2009; -- Coverage of maximum annual debt service, which occurs in 2017, of 1.2x by 2012 revenues; -- Variable-rate debt of approximately $246.6 million accounting for about 34% of total outstanding parity debt; and -- A closed lien precluding the issuance of additional debt, a debt service reserve that has been fully funded with cash, and a closed flow of funds with excess revenues required to be used for mandatory redemptions. The stable outlook reflects S&P's expectation that neither sales tax revenue declines, nor changes in the interest rate on the 2005A-1, 2005A-2, 2005A-3, 2005A-4, and 2005B limited obligation school warrants will cause a material decline in coverage from current levels. For this reason, S&P do not expect to change the rating within the one year outlook horizon. However, if increasing interest rates or tax revenue declines materially decrease coverage levels, the rating could be lowered. Conversely, if future mandatory redemptions reduce the outstanding warrant's variable-rate exposure, or if coverage increases significantly, S&P could raise the rating. S&P previously lowered its ratings on the six series of warrants to 'D' from 'B.' On that rating action, Standard & Poor's credit analyst Brian Marshall said, "We believe there was a distressed exchange between the county and its creditors for these warrants and that the county did not honor its original agreement to warrant holders. In our view, the distressed exchange occurred when the county emerged from bankruptcy on Dec. 3, 2013. At that time, the series 2004A and multiple series 2005A and 2005B warrants became governed by a materially different indenture, with reduced payments to bondholders." In S&P's opinion, the modifications made to the indenture create materially different obligations from the debt S&P rated under the prior indenture. The county's current 2004A, 2005A1-4, and 2005B warrants under the post-bankruptcy indenture are not currently rated by Standard & Poor's. KIDSPEACE CORP: Files Plan to Settle $100 Million in Claims ----------------------------------------------------------- Stephanie Gleason, writing for DBR Small Cap, reported that KidsPeace Corp., the operator of a psychiatric hospital and residential treatment centers for children, filed a plan of reorganization that includes a settlement of $100 million in potential liability owed to the Pension Benefit Guarantee Corp. According to the proposed plan of reorganization, filed with the U.S. Bankruptcy Court in Philadelphia, KidsPeace would pay the PBGC $13.5 million to settle what the federal agency claims is a $100 million shortfall in its terminated pension plan, the report related. KidsPeace won a "distress termination" agreement from PBGC, which will move the duty to pay retirees off its balance sheet. The settlement pays $450,000 in cash up front to the PBGC, the report said. The remaining $13.05 million will be paid with an interest-free note, under which KidsPeace will make $225,000 payments quarterly. According to the report, KidsPeace negotiated the terms of a deal with bondholders, owed $56.7 million, prior to filing for bankruptcy. Under KidsPeace's plan, bondholders would receive roughly $4.5 million in cash and 30-year bonds worth $25.1 million. It is also issuing an additional $15 million in interest- free bonds to bondholders, due in 30 years. Unsecured creditors, owed $2.5 million, can take either a 15% payment made in three installments or up to $1,000 in cash immediately, the report added. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. LDK SOLAR: Submits Proposals to Offshore Creditors -------------------------------------------------- LDK Solar Co., Ltd. on Dec. 27 disclosed that it executed confidentiality agreements in December 2013 with certain unaffiliated holders of the Renminbi-denominated US$-settled 10% Senior Notes due 2014 issued by LDK Solar, to facilitate discussions with the Holders concerning LDK Solar's potential restructuring of its offshore liabilities. Pursuant to the terms of the Confidentiality Agreements, LDK Solar agreed that it would, immediately following the expiry of a period of time agreed with the Holders, disclose publicly the discussions between LDK Solar and the Holders and other confidential information concerning LDK Solar that was disclosed to the Holders. The information included in this announcement is being furnished to satisfy LDK Solar's public disclosure obligations under the Confidentiality Agreements. Discussions with Holders As a part of an ongoing liability management program commenced in September 2013, LDK Solar has explored ways to restructure its highly leveraged balance sheet and reduce its significant cash flow requirements. Following execution of the Confidentiality Agreements, LDK Solar and the Holders have further discussed LDK Solar's capital structure and various restructuring options proposed by LDK Solar in an effort to achieve a consensual restructuring and to prevent or forestall a liquidity crisis. For the purpose of these discussions, LDK Solar has provided the Holders with the following draft restructuring proposal setting out two options for the Holders, an exchange of securities or a cash-out: Exchange of Securities Claim: Senior Notes principal plus accrued interest through June 3, 2013 Equity: 8.736% of the claim to be paid in LDK Solar ordinary shares at US$1.586 per share, subject to lock-up Convertible Bonds: Remaining 91.264% of the claim to be paid in convertible bonds to be issued by LDK Solar with the following principal terms, subjectto feasibility discussions among advisors: - Rate. 90% of Shanghai Inter-Bank Offered Rate ("SHIBOR") fixed at issuance; payable-in-kind ("PIK") by crediting or adding the interest installment to the then outstanding principal amount or in LDK Solar ordinary shares at option of bondholders - Term. December 31, 2018, to be cross- defaulted if holders of convertible notes exchanged by holders of Series A Redeemable Convertible Preferred Shares of LDK Silicon & Chemical Technology Co., Ltd. fail to elect at maturity on June 3, 2016 to either extend their convertible notes, or receive LDK Solar ordinary shares in lieu thereof, or a combination of both - Conversion Feature. Exercise price of the convertible bonds will be (i) US$20 per share through the earlier of March 31, 2015 or one year from the issuance, (ii) the volume weighted average price ("VWAP") for the 20-trading-day period prior to conversion during the first one-year period thereafter, with the conversion limited to 25% of the aggregate principal amount of the convertible bonds during the year and to 10% of the aggregate principal amount of the convertible bonds during any quarter in the year, and (iii) thereafter, the VWAP for the 20-trading-day period prior to conversion without any limitation on the amount of conversion Cash-out Claim: Senior Notes principal plus accrued interest through December 31, 2013 Cash-out: US$.20 per each US$1.00 of claim LDK Solar has discussed the terms of the Proposal with holders of approximately 40% in aggregate principal amount of the outstanding Senior Notes and their financial and legal advisors. But the Holders have not signed any agreement with LDK Solar to memorialize any agreed restructuring terms, and the negotiations are continuing. Unless and until the Holders execute a restructuring support agreement with LDK Solar incorporating the terms of the Proposal, they are not contractually bound to support and consummate the Proposal and may continue trading in the Senior Notes, subject to applicable laws. LDK Solar intends to continue discussions with the Holders on the terms of the restructuring support agreement. There can be no guarantee, however, that LDK Solar will successfully negotiate any restructuring support agreement or, if a restructuring support agreement has been reached, that it will reflect the terms of the Proposal, or achieve all or any of the stated objectives of the proposed restructuring. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LEHMAN BROTHERS: MSHDA Lauds Ruling on Interest Rate Swaps ---------------------------------------------------------- The Michigan State Housing Development Authority (MSHDA) on Dec. 27 issued a statement regarding the recent court decision in the Lehman Brothers Holdings Inc. Et Al vs. MSHDA case presently being litigated in the United States Bankruptcy Court for the Southern District of New York: "We are pleased with the conclusions reached by the bankruptcy court and look forward to resolving the remaining few issues with Lehman," stated Scott Woosley, executive director of MSHDA. In his decision to grant MSHDA partial summary judgment, U.S. Bankruptcy Judge James M. Peck held, as MSHDA has maintained throughout the dispute, that the Bankruptcy Code's "safe harbor" provisions apply to the procedures MSHDA followed in closing out various interest rate swap agreements it had entered with Lehman Brothers. "I especially want to acknowledge the work of several MSHDA staff members, including Jeff Sykes, Director of Finance, Clarence Stone, Director of Legal Affairs and Chris LaGrand, Chief Housing Investment Officer," Mr. Woosley said. "I also greatly appreciate the advice of the Special Assistant Attorney Generals of the WilmerHale law firm and the Michigan Department of Attorney General. Their collective understanding of not only a complex financial tool but also the labyrinth of the bankruptcy law was instrumental in resolving this case." The bankruptcy court's decision validates the position to which MSHDA has adhered since the onset of the dispute between the parties. Namely, MSHDA believes that following Lehman's bankruptcy, it properly calculated the settlement amount and made appropriate payments to the Lehman parties. A copy of the full decision is available at http://is.gd/yOVDzC About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000). LEHR CONSULTANTS: Jan. 31 Set as Claims Bar Date ------------------------------------------------ The Bankruptcy Court set Jan. 31, 2014, at 5:00 p.m. as the deadline for creditors other than a governmental entity to file proofs of claim against Lehr Consultants International LLC. The Court set May 6, 2014, at 5:00 p.m., as the deadline for government entities to file proofs of claim against the Debtor. Lehr Consultants International LLC, based in New York, filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 13-13651) on Nov. 7, 2013. Tracy L. Klestadt, Esq., and Maeghan J. McLoughlin, Esq., at Klestadt & Winters LLP, serve as counsel to Lehr. The Company disclosed total assets of $6.4 million and total liabilities of $1.6 million. The petition was signed by Valentine A. Lehr, managing member. A list of the 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb13-13651.pdf LEVEL 3: Fidelity Exempt From Common Stock Acquisition Regulation ----------------------------------------------------------------- The Board of Directors of Level 3 Communications, Inc., determined that Fidelity Management & Research Company and certain of its subsidiaries and affiliates, and FIL Limited and certain of its subsidiaries and affiliates, as the manager and/or investment advisor of various investment funds and separately managed accounts are "Exempt Persons" pursuant to clause (iv) of the definition of that term in the Company's Rights Agreement, dated as of April 10, 2011, between the Company and Wells Fargo Bank, N.A., as rights agent. The Rights Agreement is in place to deter acquisitions of the Company's common stock, par value $.01 per share, that would potentially limit the Company's ability to use its built-in losses and any resulting net loss carryforwards to reduce potential future federal income tax obligations. In general terms, the rights issued under the Rights Agreement impose a significant penalty to any person, together with its affiliates, that acquires 4.9 percent or more of the Common Stock. The Board's determination will include the Fidelity Investors within the definition of "Exempt Person," so long as (i) no individual Fidelity Advisor will make any acquisition of Common Stock for its own account or on behalf of an individual Fund if on the date of that purchase such Fidelity Advisor or such Fund is or would become, as a result of such purchase, a "5 percent shareholder" of the Company within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended, and (ii) the Board continues to conclude that none of the Funds have any formal or informal understanding among themselves, including through any Fidelity Advisor, to make "coordinated acquisitions" of Common Stock, and therefore be treated as a single "entity" within the meaning of Section 1.382-3(a)(1) of the Treasury Regulations. About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. The Company's balance sheet at Sept. 30, 2013, showed $12.85 billion in total assets, $11.70 billion in total liabilities and $1.14 billion in total stockholders' equity. In October 2013, Fitch Ratings affirmed the 'B' Issuer Default Ratings (IDRs) assigned to Level 3. As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LIGHTSQUARED INC: New Plan Has Support From Fortress, Melody ------------------------------------------------------------ Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that wireless venture LightSquared Inc. is seeking to exit bankruptcy protection with backing from private-equity firms Fortress Investment Group LLC and Melody Capital Advisors LLC. According to the report, LightSquared, which has been at the center of a fight for control between hedge fund manager Phil Falcone and Dish Network Corp. Chairman Charlie Ergen, filed a new plan to exit Chapter 11, with more than $4 billion in debt and equity backing from Fortress, Melody and existing investors J.P. Morgan Chase & Co. and Mr. Falcone's Harbinger Capital Partners. The Fortress-led investors would pump at least $1.25 billion in new equity into a reorganized LightSquared, according to papers filed in U.S. Bankruptcy Court in New York, the report related. The new plan includes $2.5 billion in so-called exit financing, plus a $250 million loan earmarked for a reorganized LightSquared, the report said. Melody, a New York private-equity firm co-founded by former UBS investment banker Cesar Gueikian, has agreed to provide LightSquared with a bankruptcy loan of at least $285 million. The combination of more than $4 billion in new debt and equity will be enough to meet in full the allowed claims of creditors and equity investors, court papers said, the report further related. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIME ENERGY: To Issue 42,858 Common Shares Under 2013 Plan ---------------------------------------------------------- Lime Energy Co. filed a Form S-8 registration statement with the U.S. Securities and Exchange Commission to register 42,858 shares of common stock issuable under the Company's 2013 Employee Stock Purchase Plan. The proposed maximum offering price is $129,431. A copy of the Form S-8 is available for free at: http://is.gd/KxzjGF 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*MODAL INC: Bank Debt Trades at 15% Off ---------------------------------------- Participations in a syndicated loan under which M*Modal Inc. is a borrower traded in the secondary market at 85.50 cents-on-the- dollar during the week ended Friday, December 27, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.42 percentage points from the previous week, The Journal relates. M*Modal Inc. pays 550 basis points above LIBOR to borrow under the facility. The bank loan matures on Aug. 20, 2019 and carries Moody's B2 rating and Standard & Poor's B rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. MGM RESORTS: Sells $500 Million of Senior Notes ----------------------------------------------- MGM Resorts International issued $500 million in aggregate principal amount of its 5.250 percent Senior Notes due 2020 pursuant to the Indenture, dated as of March 22, 2012, between the Company and U.S. Bank National Association, as trustee. The Notes were offered and sold pursuant to the Company's automatic shelf registration statement on Form S-3 filed with the U.S. Securities and Exchange Commission on March 15, 2012, as amended. The notes will be guaranteed, jointly and severally, on a senior basis by the Company's subsidiaries that guarantee its senior secured credit facility and the Company's existing notes, except for Nevada Landing Partnership, unless and until the Company obtains Illinois gaming approval. The Notes will not be guaranteed by the Company's foreign subsidiaries and certain domestic subsidiaries, including MGM Grand Detroit, LLC, which is a borrower under the Company's senior secured credit facility and MGM China Holdings Limited and its subsidiaries. The Company plans to use the net proceeds of the offering for general corporate purposes, which may include repaying a portion of its outstanding 5.875 percent senior notes due February 2014 at maturity. In connection with the offering of the Notes, on Dec. 16, 2013, the Company entered into an underwriting agreement among the Company, the guarantors named therein and Deutsche Bank Securities, Inc., as representative of the several underwriters named therein. Pursuant to the Underwriting Agreement and subject to the terms and conditions expressed therein, the Company agreed to sell the Notes and the Underwriters agreed to purchase the Notes for resale to the public. About MGM Resorts MGM Resorts International (NYSE: MGM) -- http://www.mgmresorts.com/-- has significant holdings in gaming, hospitality and entertainment, owns and operates 15 properties located in Nevada, Mississippi and Michigan, and has 50 percent investments in four other properties in Nevada, Illinois and Macau. MGM Resorts reported a net loss attributable to the Company of $1.76 billion in 2012 as compared with net income attributable to the Company of $3.11 billion in 2011. As of Sept. 30, 2013, the Company had $25.65 billion in total assets, $17.83 billion in total liabilities and $7.82 billion in total stockholders' equity. Bankruptcy Warning "We have a significant amount of indebtedness maturing in 2015 and thereafter. Our ability to timely refinance and replace such indebtedness will depend upon the foregoing as well as on continued and sustained improvements in financial markets. If we are unable to refinance our indebtedness on a timely basis, we might be forced to seek alternate forms of financing, dispose of certain assets or minimize capital expenditures and other investments. There is no assurance that any of these alternatives would be available to us, if at all, on satisfactory terms, on terms that would not be disadvantageous to us, or on terms that would not require us to breach the terms and conditions of our existing or future debt agreements." "Our ability to comply with these provisions may be affected by events beyond our control. The breach of any such covenants or obligations not otherwise waived or cured could result in a default under the applicable debt obligations and could trigger acceleration of those obligations, which in turn could trigger cross defaults under other agreements governing our long-term indebtedness. Any default under our senior credit facility or the indentures governing our other debt could adversely affect our growth, our financial condition, our results of operations and our ability to make payments on our debt, and could force us to seek protection under the bankruptcy laws," the Company said in its annual report for the year ended Dec. 31, 2012. * * * As reported by the TCR on Nov. 14, 2011, Standard & Poor's Ratings Services raised its corporate credit rating on MGM Resorts International to 'B-' from 'CCC+'. In March 2012, S&P revised the outlook to positive from stable. "The revision of our rating outlook to positive reflects strong performance in 2011 and our expectation that MGM will continue to benefit from the improving performance trends on the Las Vegas Strip," S&P said. In March 2012, Moody's Investors Service affirmed its B2 corporate family rating and probability of default rating. The affirmation of MGM's B2 Corporate Family Rating reflects Moody's view that positive lodging trends in Las Vegas will continue through 2012 which will help improve MGM's leverage and coverage metrics, albeit modestly. Additionally, the company's declaration of a $400 million dividend ($204 million to MGM) from its 51% owned Macau joint venture due to be paid shortly will also improve the company's liquidity profile. The ratings also consider MGM's recent bank amendment that resulted in about 50% of its $3.5 billion senior credit facility being extended one year from 2014 to 2015. As reported by the TCR on Oct. 15, 2012, Fitch Ratings has affirmed MGM Resorts International's (MGM) Issuer Default Rating (IDR) at 'B-' and MGM Grand Paradise, S.A.'s (MGM Grand Paradise) IDR at 'B+'. MI PUEBLO: Court Okays Cash Collateral Use Until Jan. 12 -------------------------------------------------------- The Hon. Arthur S. Weissbrodt, in a ninth interim order, has granted Mi Pueblo San Jose, Inc., permission to use Wells Fargo Bank, N.A.'s cash collateral until Jan. 12, 2014. As adequate protection, the Debtor will make these adequate protection payments to the Bank: (1) on Dec. 30, 2013, the amount equal to the sum of (i) the monthly payment of principal and interest at the non- default rate that will be due and owing by the Debtor to the Bank pursuant to the Term Note dated May 15, 2012, in the original principal amount of $12.50 million, made by the Debtor to the order of the Bank, on that payment date; (ii) the monthly payment of interest at the non- default rate that will be due and owing by the Debtor to the Bank pursuant the revolving reducing note dated May 15, 2012, in the original principal amount of $12.50 million, made by the Debtor to the order of the Bank, on that payment date; and (iii) the monthly payment required to be paid by the Debtor to the Bank pursuant to the swap documents executed by the Debtor in favor of the Bank for Trade No. 9285392, on that payment date; and (2) on the dates and in the amounts specified therein, any Further adequate protection payments required to be made pursuant to any further interim cash collateral order. As further adequate protection for the Debtor's use of cash collateral, the Bank has been granted a valid, non-avoidable, and fully perfected replacement lien in the replacement collateral, or all property of the same type as the pre-petition collateral acquired by the Debtor on or after the Petition Date, to secure any diminution in value of any of the pre-petition collateral. In addition to the continuation of the replacement lien, the Bank will continue to be entitled to an administrative expense claim with a superpriority status. A copy of the budget is available for free at: http://bankrupt.com/misc/MIPUEBLOcashcoll9budget.pdf About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MI PUEBLO: Hires GA Keen as Real Estate Advisor ----------------------------------------------- Mi Pueblo San Jose, Inc. seeks authorization from the U.S. Bankruptcy Court for the Northern District of California to employ GA Keen Realty Advisors LLC as real estate advisor. The Debtor requires GA Keen to: (a) organize the lease information for each property and, jointly with the Debtor, establish negotiating goals and parameters, such as rent reductions, lease term modifications, extensions and other lease concessions; (b) contact the landlord for each property and seek to negotiate for modifications in accordance with the parameters established by the Debtor; and (c) work with the landlords, the Debtor, and the Debtor's counsel to document all lease modification proposals. Pursuant to the Agreement between the Debtor and GA Keen, upon execution of a lease modification agreement between the Debtor and a landlord, GA Keen will earn and the Debtor will pay GA Keen, on a per property basis, the base fee of $5,000 or 5% of any savings the Debtor achieved through the lease modification agreement. If the lease modification agreement creates non-monetary value but does not generate savings, then GA Keen will be paid, on a per property basis, the base fee. The Debtor agrees to reimburse GA Keen all reasonable out-of- pocket costs and expenses incurred by GA Keen in connection with performing the services required under the Agreement. Upon Court approval of the Agreement, the Debtor shall pay GA Keen a $10,000 advance against out-of-pocket expenses. GA Keen shall on a regular basis provide the Debtor with an accounting of its expenses and the Debtor agrees to reimburse GA Keen promptly upon request from time to time for all out-of-pocket expenses so that GA Keen shall maintain on account the $10,000 advance. At the conclusion of the engagement, GA Keen shall promptly return to the Debtor the remaining balance of the expense account following payment to GA Keen of all fees due and owing. Mark Naughton, general counsel for GA Keen, 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. The Court for the Northern District of California will hold a hearing on the firm's hiring on Jan. 16, 2014, at 2:15 p.m. GA Keen can be reached at: Mark Naughton, Esq. GA KEEN REALTY ADVISORS, LLC 420 Lexington Ave., Suite 3001 New York, NY 10170 About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MICHAELS STORES: Completes Sale of $260 Million Senior Notes ------------------------------------------------------------ Michaels Stores, Inc., closed its $260 million aggregate principal amount of 5 7/8 percent senior subordinated notes due Dec. 15, 2020. Interest on the notes is payable semi-annually in arrears on each June 15 and December 15, commencing on June 15, 2014. The Company intends to use the net proceeds from this offering, along with cash on hand, to redeem its outstanding 11 3/8 percent senior subordinated notes due 2016 and to pay the applicable redemption premium, accrued and unpaid interest and related fees and expenses. As of Nov. 2, 2013, an aggregate amount of $255 million was outstanding under the 2016 senior subordinated notes. The Notes were offered and sold in a private placement to qualified institutional buyers in the United States pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons in transactions outside the United States pursuant to Regulation S under the Securities Act. The notes have not been registered under the Securities Act or applicable state securities laws and may not be offered or sold absent registration under the Securities Act or applicable state securities laws or applicable exemptions from registration requirements. Additional information is available for free at: http://is.gd/hSNJOr About Michaels Stores Headquartered in Irving, Texas, Michaels Stores, Inc., is the largest arts and crafts specialty retailer in North America. As of March 9, 2009, the Company operated 1,105 "Michaels" retail stores in the United States and Canada and 161 Aaron Brothers Stores. As of Nov. 2, 2013, the Company had $1.86 billion in total assets, $4.03 billion in total liabilities and a $2.17 billion total stockholders' deficit. * * * Michaels Stores carries a 'B2' corporate family rating from Moody's Investors Service and 'B' corporate credit rating from Standard & Poor's Ratings Services. MSI CORP: Hires Parente Beard as Accountant ------------------------------------------- MSI Corporation asks for permission from the Hon. Jeffery A. Deller of the U.S. Bankruptcy Court for the Western District of Pennsylvania to employ Parente Beard LLC as accountant, nunc pro tunc to Dec. 1, 2013. The Debtor requires Parente Beard to render services in connection with the Chapter 11 case including, but not limited to, reviewing the Debtor's financial records and issuing reports thereon. These reports will be used, inter alia, to assist the Debtor in its reorganization efforts. Parente Beard will be paid at these hourly rates: Senior Accountants $285 Staff $140 Parente Beard will also be reimbursed for reasonable out-of-pocket expenses incurred. Thomas W. Walenchok, shareholder of Parente Beard, 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. Parente Beard can be reached at: Thomas W. Walenchok PARENTE BEARD LLC 20 Stanwix St., Ste 800 Pittsburgh, PA 15222 Tel: (412) 697-6487 Fax: (888) 264-9617 E-mail: Thomas.Walenchok@ParenteBeard.com About MSI Corp. MSI Corporation filed a bare-bones Chapter 11 petition (Bankr. W.D. Pa. Case No. 13-22457) in Pittsburgh on June 7, 2013. Judge Jeffery A. Deller presides over the case. The Vandergrift, Pennsylvania-based company estimated at least $10 million in assets and less than $10 million in liabilities. Albert's Capital Services LLC is the Debtor's chief restructuring officer. Michael J. Roeschenthaler, Esq., and Scott E. Schuster, Esq., at McGuireWoods LLP, in Pittsburgh, serve as the Debtor's counsel. Geary & Loperfito, LLC serves as special counsel. No unsecured creditors was formed because no one responded to the U.S. Trustee's communication for service on the committee. NAVISTAR INTERNATIONAL: Amends Retirement and Savings Plans ----------------------------------------------------------- Navistar, Inc.'s Board of Directors approved amendments to certain employee benefit plans in which certain named executive officers participate. Specifically, amendments were approved to the Navistar, Inc. Managerial Retirement Objective, the Navistar, Inc. Supplement Retirement Accumulation Plan, and to the Navistar, Inc. Supplemental Executive Retirement Plan. The Amendments include: * Benefits under the Navistar, Inc., Managerial Retirement Objective will be frozen, effective Dec. 31, 2013 * Eligibility to participate in the Supplement Retirement Accumulation Plan will be expanded to cover participants in the Navistar, Inc. Managerial Retirement Objective whose benefits are frozen, effective Dec. 31, 2013 * Changes to the Supplemental Executive Retirement Plan that are intended to have that plan conform with changes made to the Navistar, Inc., Managerial Retirement Objective and the Supplement Retirement Accumulation Plan In addition to the Amendments, on Dec. 16, 2013, the Compensation Committee of Navistar International Corporation approved the Annual Incentive Plan Criteria for fiscal year 2014 for certain employees, including its principal executive officer, principal financial officer and other named executive officers. The Annual Incentive Plan rewards performance based upon the following three financial metrics: 1) market share, weighted at 20 percent 2) EBITDA, weighted at 40 percent, and 3) total manufacturing cash, weighted at 40 percent. Copies of the amended Plans are available for free at: http://is.gd/Vdmz55 http://is.gd/tBdzsz http://is.gd/91yGMX About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar incurred a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012, compared with net income attributable to the Company of $1.72 billion during the prior year. The Company's balance sheet at July 31, 2013, the Company had $8.24 billion in total assets, $12.17 billion in total liabilities and a $3.93 billion total stockholders' deficit. * * * In the Aug. 3, 2012, edition of the TCR, Moody's Investors Service lowered Navistar International Corporation's Corporate Family Rating (CFR), Probability of Default Rating (PDR), and senior note rating to B2 from B1. The downgrade of Navistar's ratings reflects the significant challenges the company will face during the next eighteen months in re-establishing the profitability and competitiveness of its US and Canadian truck operations in light of the failure to achieve EPA certification of its EGR emissions technology, the significant reductions in military revenues and substantially higher engine warranty reserves. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NEW ENGLAND COMPOUNDING: Claims Bar Date Set for Jan. 15 -------------------------------------------------------- Parties who had or have physical injuries, distress, personal losses or treatment costs caused by drugs from New England Compounding Pharmacy, Inc., d/b/a New England Compounding Center, may file a proof of claim by Jan. 15, 2014 at 4:00 p.m. (prevailing Eastern Time). NECC drugs allegedly have caused death, serious injury, infections or other medical conditions requiring treatment. The federal government has identified 750 meningitis and infection cases and 64 deaths resulting from certain contaminated products compounded by NECC. Any person claiming a right to payment from NECC for any reason; any person who suffered any injury from exposure to any NECC product; family and beneficiaries of anyone who died or has been injured as a result of exposure to NECC products; and any person or family member who suffered any distress, personal or non- personal injury as a result of exposure to NECC products may file a proof of claim. The list of facilities that received certain contaminated NECC drugs is available at http://www.cdc.gov/hai/outbreaks/meningitis-facilities-map.html More information and copies of required claim forms are available at http://www.donlinrecano.com/necp About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by: Jeffrey D. Sternklar, Esq. DUANE MORRIS LLP Suite 2400 100 High Street Boston, MA 02110-1724 Tel: 857-488-4216 Fax: 857-401-3034 E-mail: JDSternklar@duanemorris.com An Official Committee of Unsecured Creditors appointed in the case has been represented by: BROWN RUDNICK LLP William R. Baldiga, Esq. Rebecca L. Fordon, Esq. Jessica L. Conte, Esq. One Financial Center Boston, MA 02111 Tel: (617) 856-8200 E-mail: wbaldiga@brownrudnick.com rfordon@brownrudnick.com - and - David J. Molton, Esq. Seven Times Square New York, NY 10036 Tel: (212) 209-4800 E-mail: dmolton@brownrudnick.com NEW YORK CITY OPERA: Aim to Refund Tickets, Pay Severance Denied ---------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that New York City Opera will not be allowed to immediately return ticket fees to customers who paid for canceled performances or provide severance to full-time employees who lost their jobs, according to a bankruptcy court ruling on Dec. 18. According to the report, Judge Sean Lane of the U.S. Bankruptcy Court in Manhattan called the opera's efforts "laudable" but not permitted by the Bankruptcy Code. "I often have to hand out bad news; this is one of those times," he said, the report cited. Still, the customers and employees could eventually be paid some or all of what they are owed, the report related. The ruling means that they will have to file claims with bankruptcy court to be paid. Those claims will be put in a pool with all the other money that is owed to various creditors and paid out when City Opera exits bankruptcy. Nicole Stefanelli of Lowenstein Sandler LLP, which is representing the opera, said the payments were necessary to maintain the goodwill of former employees and patrons as the opera continued talks with three parties that might "continue the mission of the debtor," the report added. Judge Lane said that while he hopes the opera is ultimately able to reorganize and continue in some fashion, there is no evidence that the case is anything but a liquidation at this time, the report further related. About New York City Opera New York City Opera, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 13-13240) on Oct. 3, 2013, estimating between $1 million and $10 million in both assets and debts. The petition was signed by George Steel, general manager and artistic director. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, serves as the opera's counsel. Ewenstein Young & Roth LLP serves as special counsel. NEWLEAD HOLDINGS: Acquires Coal Wash Plant for $30 Million ---------------------------------------------------------- NewLead Holdings Ltd. disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it completed the acquisition of a coal wash plant in Kentucky, USA, for a purchase price of $30 million, pursuant to that certain Unit Purchase Agreement, dated as of Dec. 9, 2013. The purchase price was paid through: (i) the cash payment of a previously delivered $6 million note, which note was paid as a result of the transactions described in the Current Report on Form 6-K filed on Dec. 2, 2013; and (ii) the issuance of a $24 million note, $10 million of which, pursuant to the terms of the note, was immediately converted into 5,154,639 shares of the Company's common stock. Accordingly, immediately following closing, the remaining balance on the only outstanding note for the acquisition was $14 million. The outstanding note is a senior secured convertible note issued with a 3.9 percent coupon, maturing on Dec. 31, 2014, and convertible into equity at the average of the ten trading days immediately prior to that payment date at the sole discretion of the Company, subject to a true up based on the subsequent sales of those shares. About NewLead Holdings Ltd. NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. N ewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings incurred a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of June 30, 2013, the Company had $84.27 million in total assets, $166.18 million in total liabilities, and a $81.91 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, 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 incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NPS PHARMACEUTICALS: Edward Stratemeier to Retire From Board ------------------------------------------------------------ Edward Stratemeier, NPS Pharmaceuticals, Inc.'s senior vice president, legal affairs, general counsel and corporate secretary, notified the Company that he intends to retire on the earlier of March 31, 2014, or the date that the Company has named an acceptable replacement to assume Mr. Stratemeier's responsibilities. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS has been in the red since 2009. It posted a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010, and a net loss of $17.86 million in 2009. The Company's balance sheet at Sept. 30, 2013, showed $277.01 million in total assets, $185.18 million in total liabilities and $91.83 million in total stockholders' equity. NPS PHARMACEUTICALS: DRLP3 Approves Sale of PTH ----------------------------------------------- NPS Pharmaceuticals, Inc., entered into an amendment and restatement to its Agreement for the Sale and Assignment of Rights, dated as of July 16, 2007, between NPS Allelix Corp., Drug Royalty L.P. 3, an investment fund managed by DRI Capital Inc., and the Company. Under the 2007 Agreement, the Company sold to DRLP3 its rights to receive future royalty payments arising from the sale of recombinant human parathyroid hormone 1-84 [rDNA origin] under its license agreement with Takeda Pharma A/S, formerly Nycomed Danmark ApS. On March 18, 2013, pursuant to a Termination and Transition Agreement between NPS and Takeda, NPS' license agreement with Takeda was terminated and NPS re-acquired exclusive rights worldwide to develop and commercialize PTH. Preotact is the brand name that Takeda had used to market PTH for the treatment of osteoporosis in certain of its licensed territories. NPS is developing PTH in the U.S. under the trade name Natpara for the treatment of hypoparathyroidism. NPS filed a BLA for Natpara with the FDA in October 2013. Pursuant to the Amendment and Restatement, (i) DRLP3 has consented to the commercialization of PTH by the Company, (ii) the terms of the 2007 Agreement are tolled, and (iii) the parties rights' and obligations regarding PTH and related technology are governed by the Amendment and Restatement. The Company will be required to pay royalties in the mid single digits to DRLP3 based upon sales of PTH by the Company and its licensees (if any) worldwide, excluding Israel. The Company has agreed to undertake certain efforts to commercialize PTH. If the Company does not submit a Marketing Authorization Application to the European Medicines Agency for PTH in the European Union by an agreed upon date, DRLP3 will have the right to revoke the consent granted in the Amendment and Restatement, reinstate the 2007 Agreement, and either cause the Company to enter into a new license agreement with a third party with respect to PTH on terms that are substantially similar and no more extensive (when taken as a whole) than the terms contained in the terminated Takeda License Agreement, or negotiate such an agreement on NPS' behalf. The Company's obligation to pay royalties to DRLP3 under the Amendment and Restatement will expire on a country-by-country basis upon the later of (i) the last to expire patent controlled by the Company with claims covering PTH in that country or (ii) the expiration of any period of regulatory exclusivity applicable to PTH in such country. The Company's obligation to pay royalties to DRLP3 under the Amendment and Restatement shall terminate in its entirety once cumulative royalty payments made to DRLP3 by Takeda and the Company total $125 million. As of Sept. 30, 2013, $45.5 million in royalties had been paid to DRLP3. DRLP3 continues to maintain a security interest in NPS patents that contain claims covering PTH and certain other NPS intellectual property related to PTH. In the event of a default by NPS under the Amendment and Restatement, DRLP3 would be entitled to enforce its security interest against NPS and such intellectual property. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS has been in the red since 2009. It posted a net loss of $36.26 million in 2011, a net loss of $31.44 million in 2010, and a net loss of $17.86 million in 2009. The Company's balance sheet at Sept. 30, 2013, showed $277.01 million in total assets, $185.18 million in total liabilities and $91.83 million in total stockholders' equity. NV ENERGY: Fitch Raises IDR From 'BB+' on MEHC Merger Close ----------------------------------------------------------- Fitch Ratings has upgraded NV Energy, Inc.'s (NVE) Issuer Default Rating (IDR) to 'BBB-' from 'BB+' following the completion of the acquisition of NVE and its subsidiaries by MidAmerican Energy Holdings Company (MEHC; IDR 'BBB+'; Rating Outlook Stable). At the same time, Fitch has upgraded the ratings for both Nevada Power Company d/b/a/ NV Energy (NPC) and Sierra Pacific Power Company's d/b/a/ NV Energy (SPPC) to 'BBB' from 'BBB-'. Fitch has removed the ratings of NVE, NPC and SPPC from Rating Watch Positive where they were placed May 30, 2013, following the announcement of the merger agreement between NVE and MEHC. The Rating Outlook for NVE, NPC and SPPC is Stable. Approximately $5 billion of debt is affected by the rating action. KEY RATING DRIVERS -- Greater financial flexibility as a subsidiary of a financially robust ultimate corporate parent; -- A balanced regulatory environment in Nevada; -- Improving financial profile due to significant debt reduction, higher earnings and lower interest expense; -- Relatively low capex following completion of NVE's major generation build cycle. The one-notch upgrade of NVE and its utility operating subsidiaries ratings and the Stable Outlook is supported by the increased financial flexibility and lower funding costs afforded NVE and its subsidiaries by association with a larger, financially strong parent company. The acquisition of NVE by MEHC augments an already improving stand-alone credit profile at NVE and its subsidiaries. MEHC is owned by Berkshire Hathaway Inc. (IDR 'AA-'; Outlook Stable). On an acquisition-adjusted-basis, Fitch estimates NVE will be free cash flow positive during 2013 - 2015, due in large part to higher rates granted by the PUC to NPC effective Jan. 1, 2012 and manageable capex levels. Fitch estimates EBITDA-to-interest will improve from 3.9X in 2013 to 4.7X and debt-to-EBITDA from 4.0x to 3.5X. Fitch believes these credit metrics are supportive of NVE's 'BBB-'rating for a utility holding company with its business risk profile. The ratings and Stable Outlook reflect strengthening consolidated credit metrics at NVE due to historic and anticipated debt reduction, a balanced regulatory environment in Nevada, slowly improving regional economic conditions and management's strategic focus on utility operations in Nevada. Fitch does not expect NVE's strategic focus to change under MEHC ownership. The ratings also consider the balanced outcome in NPC's last general rate case (GRC) and positive effect on its credit metrics. The recent Nevada Public Utilities Commission (PUC) net $31 million rate reduction in SPPC's general rate case was somewhat greater than Fitch's expectations. MEHC and NVE announced the completion of their proposed merger on Dec. 19, 2013, following receipt of regulatory approvals from the Federal Energy Regulatory Commission and the PUC. With completion of the proposed transaction, NVE becomes a wholly-owned subsidiary of MEHC and will remain the intermediate corporate parent of NPC and SPPC. MEHC paid approximately $5.6 billion of cash for NVE's outstanding equity, resulting in a transaction enterprise value of $10 billion. On May 30, 2013, Fitch affirmed the ratings of MEHC with a Stable Outlook following the announcement of the then proposed acquisition. Fitch recognizes that on a secular basis, the greater financial flexibility to retain earnings within the NVE corporate complex could result in meaningful debt reduction. Significant de-levering of NVE's balance sheet beyond stand-alone expectations could lead to future credit rating upgrades in the intermediate-to-longer term. Rating Sensitivities -- An adverse change to the regulatory compact in Nevada could trigger future negative rating actions. -- Greater than anticipated debt reduction and/or a better-than- expected economic recovery in Nevada could result in positive rating actions. Fitch has taken the following rating actions: NVE --Long-term IDR upgraded to 'BBB-' from 'BB+'; --Senior unsecured debt upgraded to 'BBB-' from 'BB+'. NPC --Long-term IDR upgraded to 'BBB' from 'BBB-'; --Senior secured debt upgraded to 'A-' from 'BBB+'; --Short-term IDR affirmed at 'F3'. SPPC --Long-term IDR upgraded to 'BBB' from 'BBB-'; --Senior secured debt upgraded to 'A-' from 'BBB+'; --Short-term IDR affirmed at 'F3'. OGX PETROLEO: Need Cash to Meet 2014 Operating Expenses ------------------------------------------------------- Luciana Magalhaes and Emily Glazer, writing for Daily Bankruptcy Review, reported that creditors owed $5.8 billion by Oleo e Gas Participacoes SA, formerly known as OGX Petroleo e Gas Participacoes SA -- the distressed oil company of Brazilian entrepreneur Eike Batista -- are facing up to another tough decision: whether to provide some short-term cash to keep the company afloat for the next year, knowing it will still need much more money later. According to the report, Oleo e Gas filed for bankruptcy protection in October and earlier last week struck a preliminary deal with a major creditor group that would wipe out its debts. In exchange, creditors would receive shares in the company. But the company said Tuesday that although it "firmly believes that the implementation of the transaction is feasible, there is no assurance that the parties will conclude it." Meanwhile, Oleo e Gas has also said it will need fresh cash to meet 2014 operating expenses, and it is unclear how it can survive otherwise, the report said. Under last week's accord, creditors involved indicated they may be prepared to contribute up to $215 million by the end of January, though there is no obligation. A person familiar with the continuing creditor talks said there haven't been any firm commitments from creditors to provide new funding, the report added. In part, that is because they are trying to weigh whether Oleo e Gas will be able to raise the extra capital needed from 2015 to develop oil fields, especially as the company moves into a heavier phase of investment in 2016 and 2017. Otherwise it will have to seek strategic partners. About OGX Petroleo Based in Rio de Janeiro, Brazil, OGX Petroleo e Gas Participaaoes S.A. is an independent exploration and production company with operations in Latin America. OGX filed for bankruptcy in a business tribunal in Rio de Janeiro on Oct. 30, 2013, case number 0377620-56.2013.8.19.0001. The bankruptcy filing puts $3.6 billion of dollar bonds into default in the largest corporate debt debacle on record in Latin America. The filing by the oil company that transformed Eike Batista into Brazil's richest man followed a 16-month decline that wiped out more than $30 billion of his personal fortune. The filing, which in Brazil is called a judicial recovery, follows months of negotiations to restructure the dollar bonds, in which OGX sought to convert debt to equity and secure as much as $500 million in new funds. OGX said Oct. 29 that the talks concluded without an agreement. The company's cash fell to about $82 million at the end of September, not enough to sustain operations further than December. ORAGENICS INC: Issues 698,241 Common Shares to Intrexon ------------------------------------------------------- Oragenics, Inc., issued to Intrexon Corporation 698,241 shares of common stock in connection with the conversion of the Convertible Promissory Note previously issued by the Company to Intrexon on Sept. 30, 2013, as partial consideration for the Technology Access Fee required by the Exclusive Channel Collaboration Agreement entered into with respect to the Company's probiotics research and development. The Note was payable to Intrexon, at the Company's option, in cash or shares of Company common stock prior to the maturity date of Dec. 31, 2013, and the conversion price was equal to the closing price on the NYSE MKT of the Company's common stock on the last trading day immediately prior to the date of conversion which was $2.82 per share. About Oragenics Inc. Tampa, Fla.-based Oragenics, Inc. -- http://www.oragenics.com/-- is a biopharmaceutical company focused primarily on oral health products and novel antibiotics. Within oral health, Oragenics is developing its pharmaceutical product candidate, SMaRT Replacement Therapy, and also commercializing its oral probiotic product, ProBiora3. Within antibiotics, Oragenics is developing a pharmaceutical candidate, MU1140-S and intends to use its patented, novel organic chemistry platform to create additional antibiotics for therapeutic use. Oragenics incurred a net loss of $13.09 million in 2012, as compared with a net loss of $7.67 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $8.81 million in total assets, $4.45 million in total liabilities, all current, and $4.36 million in total shareholders' equity. OXYSURE SYSTEMS: Expands to Hong Kong and Macau ----------------------------------------------- OxySure(R) Systems, Inc., said Pacific Medical Systems, Ltd., has signed an agreement to be the Company's exclusive distributor for OxySure's products in Hong Kong and Macau. "We are pleased to add Pacific Medical Systems to our growing list of global distribution partners," stated Mr. Julian Ross, CEO of OxySure. "Pacific Medical Systems has been a trailblazer in the sale of AEDs in Hong Kong and we look forward to working with Jules Flach and his team to establish a strong presence in Hong Kong and Macau for OxySure. What is unique about Hong Kong in particular is that there is currently no mandatory medical device registration or approval process which means we can get down to business right away." Based in North Point, Hong Kong, Pacific Medical Systems focuses on the marketing, sales and after sales support of innovative medical products in the Asia Pacific region. Members of the Pacific team are highly skilful and experienced professionals with track records from multinational companies in the medical field. The distribution agreement between the Company and Pacific is for an initial term of three years, renewable thereafter. The minimum sales order commitment required by the agreement comprises a total of 11,800 units of the OxySure Model 615 and OxySure Replacement Cartrdges over the initial three year period. About OxySure Systems Frisco, Tex.-based OxySure Systems, Inc. (OTC QB: OXYS) is a medical technology company that focuses on the design, manufacture and distribution of specialty respiratory and emergency medical solutions. The company pioneered a safe and easy to use solution to produce medically pure (USP) oxygen from inert powders. The Company owns nine (9) issued patents and patents pending on this technology which makes the provision of emergency oxygen safer, more accessible and easier to use than traditional oxygen provision systems. The Company's balance sheet at Sept. 30, 2013, showed $1.20 million in total assets, $1.51 million in total liabilities and a $310,451 total stockholders' deficit. Going Concern "Our financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. While we have turned a profit during the three months ended September 30, 2013, historically we have been suffering from recurring loss from operations. We have an accumulated deficit of $14,703,693 and $14,258,667 at September 30, 2013 and December 31, 2012, respectively, and stockholders' deficits of $310,451 and $652,125 as of September 30, 2013 and December 31, 2012, respectively. We require substantial additional funds to manufacture and commercialize our products. Our management is actively seeking additional sources of equity and/or debt financing; however, there is no assurance that any additional funding will be available," the Company said the Quarterly Report. "In view of the matters described above, recoverability of a major portion of the recorded asset amounts shown in the accompanying September 30, 2013 balance sheet is dependent upon continued operations of the Company, which in turn is dependent upon the Company's ability to meet its financing requirements on a continuing basis, to maintain present financing, and to generate cash from future operations. These factors, among others, raise substantial doubt about our ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. PACIFIC GOLD: Amends Report to Correct No. of Outstanding Shares ---------------------------------------------------------------- Pacific Gold Corp. amended its current report on Form 8-K originally filed with the U.S. Securities and Exchange Commission on Dec. 16, 2013, to correct the number of shares issued and outstanding as of Dec. 16, 2013. Pacific Gold Corp. entered into a modification of one of its outstanding notes that it has with Asher Enterprises, Inc., as of Nov. 26, 2013. The current principal amount of the note is approximately $44,200, reflecting conversions of approximately $5,800 during the month on November, 2013. The modification provides for a limitation on the amount of principal that may be converted each week to a maximum of $1,000 between now and April 10, 2014, at which time the full amount of the note principal and interest then outstanding will be due and payable in cash. If the Company fails to pay the amount due on April 10, 2014, then the note will revert to its original terms and the conversions may be as determined by the note holder. Additionally, if there is a breach of the amendment by the Company, the limitation on conversions terminates. The Company has agreed to take steps to promptly authorize additional shares should there be projected insufficient shares to permit conversion of the note in the future. There are issued and outstanding 114,498,030 shares of common stock as of Dec. 16, 2013. About Pacific Gold Las Vegas, Nev.-based Pacific Gold Corp. is engaged in the identification, acquisition, and development of prospects believed to have gold mineralization. Pacific Gold through its subsidiaries currently owns claims, property and leases in Nevada and Colorado. Pacific Gold disclosed a net loss of $16.62 million in 2012, as compared with a net loss of $1.38 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.02 million in total assets, $4.07 million in total liabilities, and stockholders' deficit of $2.05 million. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, 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 incurred losses from operations, has negative working capital and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. PALM BEACH: Has Court's Nod to Hire Furr and Cohen as Attorney -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida has granted Palm Beach Community Church, Inc., permission to employ Robert C. Furr and the law firm of Furr and Cohen, P.A., as attorney, nunc pro tunc to Oct. 20, 2013. The Debtor requires Furr and Cohen to, among other things, advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's operating guidelines and reporting requirements and with the rules of the court. Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor disclosed total assets of $15.55 million and total liabilities of $11.43 million. PALM BEACH: Has Okay to Hire SmartPlan Financial as Accountant -------------------------------------------------------------- Palm Beach Community Church, Inc., has obtained authorization from the U.S. Bankruptcy Court for the Southern District of Florida to employ Roy Wiley and Covenant Financial, Inc. dba SmartPlan Financial Services as accountants, nunc pro tunc to the Petition Date. As reported by the Troubled Company Reporter on Nov. 29, 2013, SmartPlan Financial will, among other things, prepare required Federal, State and local tax returns with supporting schedules for the tax year ended, Dec. 31, 2013 and subsequent years. Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor disclosed total assets of $15.55 million and total liabilities of $11.43 million. PALM BEACH: U.S. Trustee Won't Appoint Creditors Committee ---------------------------------------------------------- The U.S. Trustee has informed the U.S. Bankruptcy Court for the Southern District of Florida that it will not appoint a committee of creditors in the Palm Beach Community Church, Inc. Chapter 11 case, until further notice. Palm Beach Community Church, Inc., filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-35141) on Oct. 20, 2013. The petition was signed by Raymond Underwood as president. The Debtor disclosed total assets of $15.55 million and total liabilities of $11.43 million. PATRIOT COAL: Administrative Claims Bar Date Set for Jan. 17 ------------------------------------------------------------ Patriot Coal Corporation on Dec. 18 announced its emergence from the 18-month restructuring process with "a strong balance sheet, competitive cost structure, and streamlined operating profile focused on market opportunities that create value." The Bankruptcy Court approved the Plan on Dec. 17. All requests for payment of so-called "other administrative claims" that accrued on or before the Plan effective date -- other than claims for professional fees -- are due Jan. 17, 2014. All final requests for payment of professional fee claims are due Jan. 31, 2014. Any claims for damages related to rejection of contracts and unexpired leases are due Jan. 10. About Patriot Coal St. Louis-based Patriot Coal Corporation (NYSE: PCX) is a producer and marketer of coal in the eastern United States, with 13 active mining complexes in Appalachia and the Illinois Basin. The Company ships to domestic and international electricity generators, industrial users and metallurgical coal customers, and controls roughly 1.9 billion tons of proven and probable coal reserves. Patriot Coal and nearly 100 affiliates filed voluntary Chapter 11 petitions in U.S. bankruptcy court in Manhattan (Bankr. S.D.N.Y. Lead Case No. 12-12900) on July 9, 2012. Patriot said it had $3.57 billion of assets and $3.07 billion of debts, and has arranged $802 million of financing to continue operations during the reorganization. Davis Polk & Wardwell LLP serves as lead restructuring counsel. Bryan Cave LLP serves as local counsel to the Debtors. Blackstone Advisory Partners LP is serving as financial advisor, and AP Services, LLC is providing interim management services to Patriot in connection with the reorganization. Ted Stenger, a Managing Director at AlixPartners LLP, the parent company of AP Services, has been named Chief Restructuring Officer of Patriot, reporting to the Chairman and CEO. GCG, Inc. serves as claims and noticing agent. The U.S. Trustee appointed a seven-member creditors committee. Kramer Levin Naftalis & Frankel LLP serves as its counsel. Houlihan Lokey Capital, Inc., serves as its financial advisor and investment banker. Epiq Bankruptcy Solutions, LLC, serves as its information agent. On Nov. 27, 2012, the New York bankruptcy judge moved Patriot's bankruptcy case to St. Louis. The order formally sending the reorganization to Missouri was signed Dec. 19, 2012, by the bankruptcy judge. The New York Judge in a Jan. 23, 2013 order denied motions to transfer the venue to the U.S. Bankruptcy Court for the Southern District of West Virginia. Patriot Coal Corp., et al., filed with the U.S. Bankruptcy Court for the Eastern District of Missouri a First Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 9, 2013, and a Second Amended Joint Chapter 11 Plan of Reorganization and an explanatory disclosure statement on Oct. 26, 2013. PETRON ENERGY: Stockholders Elect Three Directors ------------------------------------------------- At the annual meeting of stockholders of Petron Energy II, Inc., held on Dec. 16, 2013, the stockholders: (1) elected Floyd Smith, David Knepper and Judson Hoover to the Board of Directors, and will serve as directors until the Company's next annual meeting or until their successors are elected and qualified; and (2) ratified the appointment of KWCO PC as the Company's independent registered accounting firm. About Petron Energy Dallas-based Petron Energy II, Inc., is engaged primarily in the acquisition, development, production, exploration for and the sale of oil, gas and gas liquids in the United States. As of Dec. 31, 2011, the Company is operating in the states of Texas and Oklahoma. In addition, the Company operates two gas gathering systems located in Tulsa, Wagoner, Rogers and Mayes counties of Oklahoma. The pipeline consists of approximately 132 miles of steel and poly pipe, a gas processing plant and other ancillary equipment. The Company sells its oil and gas products primarily to a domestic pipeline and to another oil company. KWCO, PC, in Odessa, TX, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's significant operating losses since inception raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $3.27 million in total assets, $4.79 million in total liabilities and a $1.51 million total stockholders' deficit. PLUG POWER: Regains Compliance With NASDAQ Listing Rules -------------------------------------------------------- Plug Power Inc. has received a letter from The NASDAQ Stock Market advising that the Company has regained compliance with NASDAQ's minimum bid price listing requirement. The Company has satisfied the terms of the NASDAQ Listing Qualifications Panel by complying with the minimum bid price requirement of $1.00 per share under NASDAQ Listing Rule 5550(a)(2), and all other criteria for continued listing on The NASDAQ Capital Market. Accordingly, NASDAQ has advised that the matter is now closed. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. As of Sept. 30, 2013, the Company had $40.03 million in total assets, $35.36 million in total liabilities, $2.45 million in series C redeemable convertible preferred stock, and $2.21 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to meet our future liquidity needs, capital requirements, and to achieve profitability will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations without additional external financing and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. POSITIVEID CORP: Ironridge May Sell 9 Million Common Shares ----------------------------------------------------------- PositiveID Corporation filed a Form S-1 registration statement with the U.S. Securities and Exchange Commission relating to the resale of up to 9,000,000 shares of common stock of the Company, par value $0.01 per share, consisting of 9,000,000 shares of Common Stock issuable to Ironridge Global IV, Ltd., upon conversion of up to 600 shares of Series F Preferred Stock held by Ironridge pursuant to a stock purchase agreement, dated Aug. 26, 2013, between Ironridge and the Company, or that the Company may choose to issue in lieu of cash as payment of the 7.65 percent dividends on the Series F. The Company will not receive any proceeds from the resale of these shares of common stock. The total amount of shares of common stock which may be sold pursuant to this Prospectus would constitute approximately 17.7 percent of the Company's issued and outstanding common stock as of Dec. 13, 2013, assuming that the selling stockholder will sell all of the shares offered for sale. The Company's common stock is quoted on the OTC Markets, under the ticker symbol "PSID." On Dec. 13, 2013, the closing price of the Company's common stock was $0.027 per share. A copy of the Form S-1 is available at http://is.gd/7odPZd Amends Pref. Stock Certificate of Designation PositiveID, in accordance with Section 151(g) of the Delaware General Corporation Law, filed an Amended and Restated Certificate of Designation of Series F Preferred Stock. The Amended Certificate of Designation was filed to clarify and revise the mechanics of conversion of the Series F Preferred Stock. No other rights were modified or amended in the Amended Certificate of Designation. A copy of the Amended Certificate of Designation is available for free at http://is.gd/y804b2 About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID incurred a net loss of $7.99 million on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $16.48 million on $0 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.09 million in total assets, $7.18 million in total liabilities and a $5.09 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2013. These conditions raise substantial doubt about its ability to continue as a going concern. POWERHOUSE USA: Files for Chapter 7 Bankruptcy ---------------------------------------------- Orlando Sentinel reports that Powerhouse USA Inc., in 745 Hempstead Ave., Orlando, filed for liquidation under Chapter 7 of the U.S. Bankruptcy Code on Dec. 10. It posted assets of $290 and liabilities of $353,000. Its major creditors are: -- Hudson's Furniture Showroom Inc., care of Steven Garthe, Esq., -- Daytona Beach, $350,000; care of David I. Robold, Esq., and -- Roberts & Robold, PA, Orlando, $3,000. A meeting of the Debtor's creditors is set for Jan. 15. PRESIDENTIAL REALTY: Inks Settlement Agreement With U.S. Bank ------------------------------------------------------------- A mortgage foreclosure action was filed in the Court of First Instance, San Juan Superior Part, in the Commonwealth of Puerto Rico to foreclose on Presidential Realty Corporation's Hato Rey property on April 4, 2012. The Company's wholly owned subsidiary, PDL, Inc., is the general partner of PDL, Inc., & Associates, Limited Co-partnership, the owner of the property, and the Company's wholly owned subsidiary, Presidential Matmor Corporation., is a limited partner of the partnership. The action also sought judgments against PDL, Inc., the Company, Lester Cohen and F.D. Rich Company of Puerto Rico, Inc., under the terms of certain guarantees issued by them in connection with the mortgage loans, for alleged physical waste to the property and, the costs of certain repairs to the property of not less than $1,100,000 and the reasonable legal costs and expenses in connection with the enforcement of the loan documents. On Sept. 23, 2013, U.S. Bank National Association, as trustee, as successor-in-interest to Bank of America, National Association, as trustee for the Registered Holders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, acting by and through Berkadia Commercial Mortgage LLC in its capacity as special servicer pursuant to the pooling and servicing agreement dated Oct. 11, 1998, took possession of the Hato Rey property pursuant to a foreclosure judgment and subsequently sold the property. On Dec. 18, 2013, GS II SERIES 1998 C-1 HOME MORTGAGE PLAZA HATO REY LLC, a Delaware corporation, represented by U.S. Bank National Association, as Successor Trustee, successor-in-interest to Bank of America, N.A. (successor-by-merger to LaSalle National Bank Association, f/k/a LaSalle National Bank), as Trustee for the Registered Certificateholders of GS Mortgage Securities Corporation II, Commercial Mortgage Pass-Through Certificates, Series 1998-C1, its Sole Member, represented in turn by Key Bank National Association, and Presidential Realty Corporation, entered into a Settlement and Release Agreement. Pursuant to the Settlement Agreement, GS II, the owner of the claims in the litigation and under the guarantees, PDL, Inc., and Presidential released each other and their respective officers, directors and affiliates from any claims each may have against the other, including any liability under the litigation and the guarantees. GS II also agreed to release the other guarantors from any claims GS II may have against those guarantors, including any liability under the litigation and the guarantees. GS II agreed to terminate the action against the guarantors, with prejudice, and in turn, Presidential Realty Corporation made a one-time payment of $200,000 to GS II. A copy of the Settlement Agreement is available for free at: http://is.gd/tbAg7l About Presidential Realty Headquartered in White Plains, New York, Presidential Realty Corporation, a real estate investment trust, is engaged principally in the ownership of income-producing real estate and in the holding of notes and mortgages secured by real estate or interests in real estate. On Jan. 20, 2011, Presidential stockholders approved a plan of liquidation, which provides for the sale of all of the Company's assets over time and the distribution of the net proceeds of sale to the stockholders after satisfaction of the Company's liabilities. Following the 2011 results, Holtz, Rubenstein Reminick LLP, in Melville, New York, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency. The Company reported a net loss of $6.16 million in 2011, compared with a net loss of $2.57 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $1.58 million in total assets, $1.92 million in total liabilities and a $339,314 total deficit. PRESSURE BIOSCIENCES: Stockholders Elect 2 Class II Directors ------------------------------------------------------------- At the special meeting of stockholders of Pressure Biosciences, Inc., held on Dec. 12, 2013, the stockholders: 1) elected Vito J. Mangiardi and Kevin A. Pollack as Class II Directors to hold office until the 2016 Annual Meeting of Stockholders and until their successors are duly elected and qualified; 2) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for 2013; 3) approved the Company's 2013 Equity Incentive Plan; 4) approved the compensation of the Company's named executive officers, on an advisory basis; and 5) selected three years as the rate of frequency of the holding of an advisory vote on executive compensation. About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences disclosed a net loss applicable to common shareholders of $4.40 million on $1.23 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss applicable to common shareholders of $5.10 million on $987,729 of total revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.29 million in total assets, $2.96 million in total liabilities and a $1.67 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, 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 had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PROVIDENT COMMUNITY: Cancels Registration of Common Stock --------------------------------------------------------- Provident Community Bancshares, Inc., filed with the U.S. Securities and Exchange Commission a Form 15 to voluntarily terminate the registration of its common stock, par value $0.01 per share. As of Dec. 23, 2013, there were 652 holders of the common shares. About Provident Community Rock Hill, South Carolina-based Provident Community Bancshares, Inc., is the bank holding company for Provident Community Bank, N.A. Provident Community Bancshares has no material assets or liabilities other than its investment in the Bank. Provident Community Bancshares' business activity primarily consists of directing the activities of the Bank. The Bank's operations are conducted through its main office in Rock Hill, South Carolina and seven full-service banking centers, all of which are located in the upstate area of South Carolina. The Bank is regulated by the Office of the Comptroller of the Currency, is a member of the Federal Home Loan Bank of Atlanta and its deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. Provident Community Bancshares is subject to regulation by the Federal Reserve Board. Provident Community disclosed a net loss to common shareholders of $598,000 in 2012, as compared with a net loss of $665,000 in 2011. The Company's balance sheet at Sept. 30, 2013, showed $332.63 million in total assets, $329.61 million in total liabilities and $3.02 million in total shareholders' equity. Consent Order On Dec. 21, 2010, Provident Community Bank, N.A. entered into a stipulation and consent to the issuance of a consent order with the Office of the Comptroller of the Currency. At Dec. 31, 2011, the Bank met each of the capital requirements required by regulations, but was not in compliance with the capital requirements imposed by the OCC in its Consent order. The Bank is required by the consent order to maintain Tier 1 capital at least equal to 8% of adjusted total assets and total capital of at least 12% of risk-weighted assets. However, so long as the Bank is subject to the enforcement action executed with the OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized even if it maintains the minimum capital ratios to be well- capitalized. At Dec. 31, 2011, the Bank did not meet the higher capital requirements required by the consent order and is evaluating alternatives to increase capital. At December 31, 2012, the Bank met each of the capital requirements required by regulations, but was not in compliance with the capital requirements imposed by the OCC in its Consent order. RADIOSHACK CORP: Fitch Assigns 'CCC' Issuer Default Rating ---------------------------------------------------------- Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on RadioShack Corporation. Fitch has also assigned ratings to the company's new credit facilities. Key Rating Drivers: The IDR reflects the significant decline in RadioShack's profitability and cash flow, which has become progressively more pronounced over the past two years. Weak results have been due in particular to the gross margin pressure in the company's mobility segment (around 50% of sales), and have led to a marked deterioration in the company's credit profile. There is a lack of stability in the business and no apparent catalyst to stabilize or improve operations. EBITDA was negative $69 million in the 12 months ended Sept. 30, 2013, and Fitch estimates it will be in the negative $80 million- $100 million range in 2013, with no improvement expected in 2014/2015. Fitch expects capex to run at $50 million annually, while interest expense is expected to be around $50 million in 2013 and closer to $55 million in 2014/2015. Free cash flow (FCF) is expected to be in the negative $100 million range for 2013, assuming some benefit to working capital from planned inventory reductions this year. Fitch expects RadioShack to end 2013 with about $250 million-$300 million in cash and full availability on its $535 million revolving credit facility. Beyond 2013, FCF could track at negative $175 million to $200 million annually, and RadioShack will have to fund its fourth-quarter seasonal working capital swing estimated at $150 million-$250 million. This will drain the company's liquidity position materially over the next 24 months. New Credit Facilities: On Dec. 10, 2013, RadioShack entered into new five-year credit facilities, composed of a $585 million senior secured asset-based lending (ABL) credit facility, and a $250 million secured term loan. This represents an incremental $200 million of gross liquidity (before significant upfront financing costs), including an $85 million increase in the size of the revolver and $125 million of additional term loans. There are no financial maintenance covenants in either of the new facilities. The ABL credit facility includes a $535 million revolver at a borrowing rate of LIBOR plus 2.0%-2.5%, and a $50 million first- in-last-out term loan at LIBOR plus 4%. The facility is secured by a first lien on current assets and a second lien on fixed assets, intellectual property and stock of subsidiaries. The $250 million term loan is secured by a first lien on fixed assets, intellectual property and stock of subsidiaries, and a second lien on current assets, and is at a borrowing rate of LIBOR plus 11%. Recovery Analysis: The ratings on the various securities reflect Fitch's recovery analysis, which is based on a liquidation value of RadioShack in a distressed scenario of $576 million as of Sept. 30, 2013. Most of the value comes from inventories, of which half are assumed to be mobile phones which are assigned a liquidation value of 85%, and the balance are other inventories at a liquidation value of 50%. Fitch uses a liquidation value of 30% for receivables to reflect the netting out of estimated payables to the wireless carriers. The ABL facility, including both the $535 million revolver and a $50 million term loan, has outstanding recovery prospects (91%- 100%), and a rating of 'B/RR1'. The $250 million term loan is rated two notches below the asset-based facility, at 'CCC+/RR3', implying good recovery prospects of 51%-70%. The $325 million of senior unsecured notes due in May 2019 are rated 'CC/RR6', reflecting poor recovery prospects (0%-10%). Rating Sensitivities: Stabilization in the business leading to a sustainable recovery in operating trends and financial flexibility could lead to an upgrade. EBITDA would have to reach at least a cash flow breakeven level of $100 million (capex of $50 million and interest expense of at least $50 million), which is not expected in the near- to intermediate-term. Continued deterioration in EBITDA that further constrains cash flow and liquidity, and impedes the company's day-to-day operations would lead to a downgrade. Fitch has taken the following rating actions: RadioShack Corporation -- Long-term IDR affirmed at 'CCC' -- $535 million senior secured ABL revolver rated 'B/RR1'; -- $50 million senior secured ABL term loan rated 'B/RR1' -- $250 million secured term loan rated 'CCC+/RR3' -- Senior unsecured notes affirmed at 'CC/RR6'. REGIONAL INTEGRATED: Case Summary & 20 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Regional Integrated Logistics, Inc. 2321 Kenmore Avenue Buffalo, NY 14207 Case No.: 13-13371 Chapter 11 Petition Date: December 26, 2013 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Carl L. Bucki Debtor's Counsel: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ, ET AL 1300 Main Place Tower 350 Main Street Buffalo, NY 14202 Tel: (716) 852-1300 Email: abaumeister@amigonesanchez.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Robert E. Bingel, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb13-13371.pdf RESIDENTIAL CAPITAL: Admin. Claims Bar Date Set for Jan. 16 ----------------------------------------------------------- Residential Capital LLC obtained confirmation of its Second Amended Joint Chapter 11 Plan on Dec. 11, 2013. The Plan was co- proposed with the Official Committee of Unsecured Creditors. The Plan was declared effective on Dec. 17. All requests for payment of an administrative claim accrued on or before the Plan effective are due Jan. 16, 2014. All final requests for payment of professional claims and expenses for services rendered before the effective date, including any holdback amounts, are due March 3, 2014. 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). RGR WATKINS: Reaches Settlement With CJUF, Wants Case Dismissed --------------------------------------------------------------- RGR Watkins, LLC, asks Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida to dismiss its Chapter 11 case. The Debtor has reached a mediated settlement agreement with CJUF III Atlas Portfolio, LLC, as successor in interest to CSMI Investors LLC, as successor in interest to Bank of America, N.A, the Debtor's major secured creditor. CJUF has been the sole active creditor in the bankruptcy case. Elena Paras Ketchum, Esq., at Stichter, Riedel, Blain & Prosser, P.A., the attorney for the Debtor, says that the Debtor intends to negotiate with its four unsecured creditors outside of court. Ms. Ketchum adds that dismissal is in the best interest of creditors as it effectuates the settlement agreement with CJUF and obviates the need for further litigation and administrative costs, which would be to the detriment of all creditors. Ms. Ketchum has consulted with Denise Barnett, attorney for the U.S. Trustee, and Denise Dell-Powell, counsel for CJUF, regarding the relief requested by this motion. Both the U.S. Trustee and CJUF consent to the dismissal of this Bankruptcy Case. Ms. Dell-Powell can be reached at: BURR & FORMAN LLP 200 South Orange Avenue, Suite 800 Orlando, Florida 32801 Phone: (407) 540-6607 Fax: (407) 264-6466 E-mail: denise.dell-powell@burr.com About RGR Watkins RGR Watkins, LLC, owns Watkins Business Center, which is comprised of 25 one-story office/flex buildings in Norcross, Gwinnett County, Georgia. The site is comprised of eight parcels toaling 41 acres or 1,778,147 square feet. RGR Watkins filed a petition for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-12147) on Sept. 12, 2013, in Tampa, Florida. The petition was signed by Robert G. Roskamp as manager. The Debtor estimated assets and debts of at least $10 million. The Debtor is represented by Elena P. Ketchum, Esq., and Amy Denton Harris, Esq., at Stichter, Riedel, Blain & Prosser, P.A., in Tampa, FL, as counsel. RICEBRAN TECHNOLOGIES: Closes $9 Million Public Offering -------------------------------------------------------- RiceBran Technologies has completed a public offering of 1,714,286 shares of Common Stock at a price per share of $5.24, together with Warrants to purchase 1,714,286 shares of its Common Stock at $0.01 per share for gross proceeds to the company of $9 million. The Company's Securities are now listed on the NASDAQ Capital Market under the symbols "RIBT" for its Common Stock and "RIBTW" for its Warrants. RBT intends to use the net proceeds from the offering of $7.8 million to complete its recently announced planned acquisition of H&N Distribution, Inc., to fund expansion of its plant operations in Brazil, to upgrade US plants and for general working capital purposes. Maxim Group LLC acted as the Sole Book Running Manager and Chardan Capital Markets, LLC, and Dawson James Securities, Inc., acted as Co-Managers in the offering. A registration statement relating to the Common Stock and Warrants was declared effective by the Securities and Exchange Commission on Dec. 12, 2013. This offering was made by means of prospectus, copies of which may be obtained from Maxim Group LLC at 405 Lexington Ave, New York, New York 10174, (800)-724-0761. Additional information is available for free at: http://is.gd/aLrVPg About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. As reported in the TCR on April 15, 2013, BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about RiceBran Technologies' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at Dec. 31, 2012. "Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company's balance sheet at Sept. 30, 2013, showed $41.82 million in total assets, $38.16 million in total liabilities, $7.86 million in temporary equity and a $4.22 million total deficit attributable to the Company's shareholders. RITE AID: Posts $71.5 Million Net Income in Third Quarter --------------------------------------------------------- Rite Aid Corporation reported net income of $71.54 million on $6.35 billion of revenues for the 13 weeks ended Nov. 30, 2013, as compared with net income of $61.87 million on $6.23 billion of revenues for the 13 weeks ended Dec. 1, 2012. For the 39 weeks ended Nov. 30, 2013, Rite Aid reported net income of $194.03 million on $18.92 billion of revenues as compared with a net loss of $4.98 million on $18.93 billion of revenues for the 39 weeks ended Dec. 1, 2012. As of Nov. 30, 2013, the Company had $7.13 billion in total assets, $9.36 billion in total liabilities and a $2.22 billion total stockholders' deficit. "Our solid third quarter results were driven by the continued success of our key wellness initiatives, specifically the strong start to our flu immunization campaign, and the completion of additional Wellness stores, which now represent nearly a quarter of all Rite Aid stores," said Rite Aid Chairman and CEO John Standley. "Our team of dedicated Rite Aid associates worked together to execute our strategy and deliver growth in same-store prescription counts, increased same-store sales and net income of more than $71 million," he added. "These results reflect our continued progress in building our unique brand of health, wellness and customer engagement." A copy of the press release is available for free at: http://is.gd/AfH9cL About Rite Aid Corp. Drugstore chain Rite Aid Corporation (NYSE: RAD) -- http://www.riteaid.com/-- based in Camp Hill, Pennsylvania, is one of the nation's leading drugstore chains with 4,626 stores in 31 states and the District of Columbia. Rite Aid disclosed net income of $118.10 million on $25.39 billion of revenue for the year ended March 2, 2013, as compared with a net loss of $368.57 million on $26.12 billion of revenue for the year ended March 2, 2012. * * * As reported by the TCR on March 1, 2013, Moody's Investors Service upgraded Rite Aid Corporation's Corporate Family Rating to B3 from Caa1 and Probability of Default Rating to B3-PD from Caa1-PD. At the same time, the Speculative Grade Liquidity rating was revised to SGL-2 from SGL-3. This rating action concludes the review for upgrade initiated on Feb. 4, 2013. Rite Aid carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. RURAL/METRO CORP: To Pay $2.8MM to Settle Medicare Fraud Claims --------------------------------------------------------------- Patrick Fitzgerald, writing for Daily Bankruptcy Review, reported that ambulance operator Rural/Metro Corp., which is poised to emerge from Chapter 11 bankruptcy protection in the coming weeks, has agreed to pay $2.8 million to the federal government to settle civil allegations of Medicare fraud. According to the report, John S. Leonardo, the U.S. Attorney for Arizona, said his office has agreed to a deal with Rural/Metro to settle allegations that the company violated the federal False Claims Act by submitting false bills to Medicare between 2007 and 2011. About Rural/Metro Corp Headquartered in Scottsdale, Arizona, Rural/Metro Corporation -- http://www.ruralmetro.com-- is a national provider of 911- emergency and non-emergency interfacility ambulance services and private fire protection services, operating in 21 states and nearly 700 communities. Rural/Metro was acquired in 2011 in a leveraged buyout by Warburg Pincus LLC as part of a transaction valued at $676.5 million. Rural/Metro Corp. and 59 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-11952) on Aug. 4, 2013, before the U.S. Bankruptcy Court for the District of Delaware. Debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. The Debtors' lead bankruptcy counsel are Matthew A. Feldman, Esq., Rachel C. Strickland, Esq., and Daniel Forman, Esq., at Willkie Farr & Gallagher LLP, in New York. Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' local Delaware counsel. Alvarez & Marsal Healthcare Industry Group, LLC, and FTI Consulting, Inc., are the Debtors' financial advisors, while Lazard Freres & Co. L.L.C. is their investment banker. Donlin, Recano & Company, Inc., is the Debtors' claims and noticing agent. The U.S. Trustee has appointed a three-member official committee of unsecured creditors in the Chapter 11 case. The Debtors have arranged $75 million of DIP financing from a group of prepetition lenders led by Credit Suisse AG. An interim order has allowed the Debtors to access $40 million of the DIP facility. The Debtors have filed a reorganization plan largely worked out before the Chapter 11 filing in early August. Existing shareholders receive nothing in the plan. The Company's debt includes $318.5 million on a secured term loan and $109 million on a revolving credit with Credit Suisse AG serving as agent. There is $312.2 million owing on two issues of 10.125 percent senior unsecured notes. Interested parties can also contact Rural/Metro's claims agent, Donlin, Recano & Company, Inc. directly by calling Rural/Metro's restructuring hotline at 212-771-1128. Willkie Farr & Gallagher LLP and Young Conaway Stargatt & Taylor, LLP are serving as legal counsel, Lazard Freres & Co. L.L.C. is serving as investment banker, and Alvarez & Marsal and FTI Consulting, Inc. are serving as financial advisors to Rural/Metro. SCICOM DATA: May Hire George McGunnigle as Mediator --------------------------------------------------- Scicom Data Services, Ltd., obtained authorization from the U.S. Bankruptcy Court for the District of Minnesota to employ George F. McGunnigle, an attorney and senior judge for the Hennepin County District Court, to mediate a claim objection. The Troubled Company Reporter reported on Dec. 19, 2013, that prior to the filing date, the Debtor and Actuate Corporation were involved in litigation in the U.S. District Court for the District of Minnesota regarding a software license. To compensate Judge McGunnigle for his mediation services, the Debtor and Actuate would each pay half of Judge McGunnigle's hourly rate of $400, plus expenses. Thus, the Debtor proposes to pay Judge McGunnigle $200 per hour, plus half of any expenses. About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. Daniel M. McDermott, the U.S. Trustee for Region 12, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Scicom Data Services, Ltd. SCICOM DATA: Court Okays HLB Tautges as Accountant -------------------------------------------------- The U.S. Bankruptcy Court for the District of Minnesota has granted SCICOM Data Services, Ltd., permission to employ HLB Tautges Redpath, Ltd., to perform various accounting services, consisting of: (a) preparing federal and state tax returns for the Debtor's 2013 fiscal year (ended June 30, 2013) and preparing final federal and state tax returns; (b) conducting ERISA-required audits for both the 2013 plan year (ended June 30, 2013) and 2014 plan year for the Debtor's defined benefit pension plan, employee stock ownership plan, and 401(k) plan; and (c) preparing Form 5500 for the Pension Plan for the 2013 and 2014 plan years. As reported by the Troubled Company Reporter on Nov. 18, 2013, the Debtor proposed that: (a) the flat fees totaling $42,300 ($9,000 for the tax return preparation and $33,300 for the audits and Form 5500 preparation) paid to HLB Tautges prior to the Filing Date for the Accounting Services be approved, without need for a fee application by HLB Tautges upon completion of the Accounting Services; and (b) in accordance with paragraph 9 of the Court's Instructions for Filing a Chapter 11 Case, if any Potential Additional Services become necessary (i) HLB Tautges be authorized to schedule a hearing on its applications for allowance of fees and reimbursement of expenses for the Potential Additional Services not more than once every 90 days; (ii) HLB Tautges be allowed to submit bills to the Debtor for Potential Additional Services provided, with copies to the Committee of Unsecured Creditors and the Office of the United States Trustee; and (iii) the Debtor be authorized to pay up to 80% of fees and 100% of costs on a monthly basis for Potential Additional Services provided by HLB Tautges, subject to later court approval under Section 330 of the Bankruptcy Code. About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. Daniel M. McDermott, the U.S. Trustee for Region 12, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Scicom Data Services, Ltd. SEARS HOLDINGS: Greenberg Traurig Co-Chairman Named as Director --------------------------------------------------------------- Cesar L. Alvarez, co-chairman of the Board of the international law firm of Greenberg Traurig, LLP, was elected to the Board of Directors of Sears Holdings Corporation on Dec. 18, 2013. Mr. Alvarez will hold office until the 2014 annual meeting of stockholders of the Company, or until his successor is duly elected and qualified. The Board has determined that Mr. Alvarez meets the standards of independence under the Company's Corporate Governance Guidelines and the applicable NASDAQ listing rules. As of the date of, and in connection with, his election, Mr. Alvarez has not yet been named to any committees of the Board. There is no arrangement or understanding between Mr. Alvarez and any other person pursuant to which he was selected as a director. About Sears Hoffman Estates, Illinois-based Sears Holdings Corporation (Nasdaq: SHLD) -- http://www.searsholdings.com/-- operates full- line and specialty retail stores in the United States and Canada. Sears Holdings operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation. Sears Holdings also owns a 94 percent stake in Sears Canada and an 80.1 percent stake in Orchard Supply Hardware. Key proprietary brands include Kenmore, Craftsman and DieHard, and a broad apparel offering, including such well-known labels as Lands' End, Jaclyn Smith and Joe Boxer, as well as the Apostrophe and Covington brands. It also has the Country Living collection, which is offered by Sears and Kmart. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. John Wm. "Jack" Butler, Jr., Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the retailer in its restructuring efforts. The Company's balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. The Company's balance sheet at Nov. 2, 2013, showed $20.20 billion in total assets, $17.88 billion in total liabilities and $2.32 billion in total equity. Negative Outlook Standard & Poor's Ratings Services in January 2012 lowered its corporate credit rating on Hoffman Estates, Ill.-based Sears Holdings Corp. to 'CCC+' from 'B'. "We removed the rating from CreditWatch, where we had placed it with negative implications on Dec. 28, 2011. We are also lowering the short-term and commercial paper rating to 'C' from 'B-2'. The rating outlook is negative," S&P said. "The corporate credit rating reflects our projection that Sears' EBITDA will be negative in 2012, given our expectations for continued sales and margin pressure," said Standard & Poor's credit analyst Ana Lai. She added, "We further expect that liquidity could be constrained in 2013 absent a turnaround or substantial asset sales to fund operating losses." Moody's Investors Service in January 2012 lowered Sears Holdings Family and Probability of Default Ratings to B3 from B1. The outlook remains negative. At the same time Moody's affirmed Sears' Speculative Grade Liquidity Rating at SGL-2. The rating action reflects Moody's expectations that Sears will report a significant operating loss in fiscal 2011. Moody's added that the rating action also reflects the company's persistent negative trends in sales, which continue to significantly underperform peers. As reported by the TCR on Dec. 7, 2012, Fitch Ratings has affirmed its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) at 'CCC' citing that The magnitude of Sears' decline in profitability and lack of visibility to turn operations around remains a major concern. SHREE ARIHANT: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Shree Arihant of Richmond, Inc. 1600 Robin Hood Road Richmond, VA 23220 Case No.: 13-36917 Chapter 11 Petition Date: December 27, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Keith L. Phillips Debtor's Counsel: Graham Thornton Jennings, Jr., Esq. GRAHAM T. JENNINGS, JR., P.C. P. O. Box 426 Powhatan, VA 23139 Tel: (804) 598-7912 Email: powlaw@verizon.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Yunus Vohra, president. A list of the Debtor's 17 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb13-36917.pdf SIMPLY WHEELZ: Taps Butler Snow as Legal Counsel ------------------------------------------------ Simply Wheelz LLC, dba Advantage Rent-A-Car, seeks authorization from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Butler Snow LLP as attorneys and legal counsel, nunc pro tunc to Nov. 5, 2013. The Debtor requires Butler Snow to: (a) prepare and file the Debtor's Schedules and Statement of Financial Affairs; (b) advise the Debtor with respect to its powers and duties as debtor-in-possession in the continued management and operation of its business; (c) attend meetings and negotiate with representatives of creditors and other parties in interest and advise and consult on the conduct of the case, including all of the legal and administrative requirements of operating in Chapter 11; (d) take all necessary action to protect and preserve the Debtor's estate, including the prosecution of actions on its behalf, the defense of any actions commenced against it, negotiations concerning contracts to which the Debtor is a party, negotiations concerning all litigation in which the Debtor is involved, evaluations of claims and liens of various creditors, and, where appropriate, to object to such claims or liens against the estate or its property; (e) prepare on behalf of the Debtor all motions, applications, answers, orders, contracts, reports, accounts, documents and papers necessary to the administration of the estate; (f) advise and consult with the Debtor and its other professionals in connection with any sale of its assets, as well as with any disclosure statement and plan of reorganization, and to represent the Debtor in any matter arising out of, related to or in connection with such plan of reorganization, disclosure statement, and all related agreements or documents, as well as any matters that are necessary for the confirmation, implementation or consummation of such plan; and (g) perform all other necessary legal services and provide all other necessary legal advice to the Debtor in connection with all aspects of this Chapter 11 case. Butler Snow will be paid at these hourly rates: Stephen W. Rosenblatt, Partner $420 Christopher R. Maddux, Partner $310 James E. Bailey III, Partner $335 R. Campbell Hillyer, Partner $235 J. Mitchell Carrington II, Associate $170 Thomas Hewitt, Associate $160 Velvet Johnson, Paralegal $140 Marcie Davant, Paralegal $140 Butler Snow will also be reimbursed for reasonable out-of-pocket expenses incurred. Within one year prior to the Debtor's petition date, Butler Snow received $600,000 in the aggregate for prepetition work in connection with an attempted out-of-court restructuring of Simply Wheelz; for post-petition retainer; and for the chapter 11 filing fee of $1,213. The initial payment was a condition to Butler Snow's being retained as counsel for the Debtor. Of the total retainer it received, Butler Snow was paid $150,000 on Oct. 3, 2013; $100,000 on Oct. 22, and $350,000 on Oct. 25. Of these amounts, Butler Snow is presently holding $252,680.19 in its trust account for its post-petition retainer. Stephen W. Rosenblatt, Esq., partner of Butler Snow, 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. Butler Snow can be reached at: Stephen W. Rosenblatt, Esq. BUTLER SNOW LLP 1020 Highland Colony Parkway, Suite 1400 Ridgeland, MS 39157 Tel: (601) 985-4504 Fax: (601) 985-4500 E-mail: steve.rosenblatt@butlersnow.com About Simply Wheelz LLC Simply Wheelz LLC sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Miss. Case No. 13-03332) on Nov. 5, 2013. The case is assigned to Judge Edward Ellingon. The Debtor estimated assets and debt in excess of $100 million. The Debtors are represented by Christopher R. Maddux, Esq., and Stephen W. Rosenblatt, Esq., at Butler Snow O'Mara Stevens & Cannada, in Ridgeland, Mississippi. SHILO INN, TWIN FALLS: Can Use CBT's Cash Collateral Until June 30 ------------------------------------------------------------------ The Hon. Vincent P. Zurzolo of the U.S. Bankruptcy Court for the Central District of California has entered a final order authorizing Shilo Inn, Twin Falls, LLC, et al., to use California Bank & Trust's cash collateral through June 30, 2014. The Debtors will provide adequate protection by making these monthly payments to CBT on the first day of the month, commencing on Feb. 1, 2014, and ending on July 1, 2014, with payments to be applied in arrears: Shilo Inn, Boise Airport, LLC $15,458 Shilo Inn, Moses Lake Inc. $11,811 Shilo Inn, Nampa Blvd, LLC $5,217 Shilo Inn, Newberg, LLC $6,570 Shilo Inn, Rose Garden, LLC $5,975 Shilo Inn, Seaside East, LLC $7,729 Shilo Inn, Twin Falls, LLC $23,188 About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls, estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, represent the Debtors in their restructuring effort. The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013, provides for payment of all claims in full, unless otherwise agreed with the claimholder, with unsecured claims to be paid over a three-month period from the Plan Effective Date. SJ TRADEMARK: Trademarks, Domain Names to Be Auctioned Off Jan. 3 ----------------------------------------------------------------- Hampshire Group Limited, as secured creditor, will sell assets of SJ Trademark LLC to the highest qualified bidder in a public sale on Jan. 3, 2014, at 9:30 a.m. at the offices of Blank Rome LLP, One Logan Sq., 130 N. 18th Street, Philadelphia, PA 19103. The collateral being sold consists of the registered trademark "Scott James" trademark applications for "Scott James", the unregistered trademark "SJ by Scott James, and these domain names: http://www.scottjamesonline.com/and http://www.skuhlman.com/ The sale will be on an "as is, where is" basis. All bids will be for cash or cash equivalents, or subject to financing in Hampshire's sole discretion. Hampshire will determine the successful bidder or bidders. The successful bidder or bidders will be required to post with Hampshire a non-refundable deposit in an amount equal to 25% of the purchase price in cash or cash equivalents. Hampshire serves the right to credit bid. Inquiries concerning the sale may be made to: Kevin O'Malley, Esq. BLANK ROME LLP 2029 Century Park East 6th Floor Los Angeles, CA 90067 Tel: 424-239-3482 E-mail: OMalley@BlankRome.com SOUND SHORE: Exclusive Plan Filing Deadline Moved to Jan. 24 ------------------------------------------------------------- The Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York has granted debtors Sound Shore Medical Center of Westchester, et al., an extension of the exclusive periods within which they may file a Chapter 11 plan through and including Jan. 24, 2014, and the exclusive period within which the Debtors may solicit acceptances to the plan through and including March 25, 2014. As reported by the Troubled Company Reporter on Sept. 23, 2013, the Debtors asked the Bankruptcy Court to extend the exclusive periods, saying that the filing of a plan of reorganization would be premature at this time, as the Debtors' efforts have been focused on addressing immediate concerns stemming from these filings and the anticipated sale of substantially all assets to Montefiore Medical Center's designees, many of must be resolved prior to the formulation of a plan. Among other things, the Debtors must attend not only to the administration of the estates and these cases, but cash management and the continued viability of operations, the myriad of information requests from the creditor constituencies, and the legal, operational and transitional issues relating to the sale and post closing process. About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors are the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. The Debtors are seeking to sell their assets to the Montefiore health system. In June 2013, Montefiore added $4.75 million to its purchase offer for Sound Shore Medical Center and Mount Vernon Hospital to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the bankrupt New Rochelle and Mount Vernon hospitals, which the Bronx-based health system would like to buy by August 2. Montefiore is represented by Togut, Segal & Segal LLP. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as its as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. SOUTHERN TITLE: Headed for Liquidation -------------------------------------- Nate Delesline III at The Daily Progress reports that Southern Title Insurance Corp., a Richmond-based company that issued a substantial number of policies in Central Virginia and beyond, is headed for liquidation, state records show. The State Corporation Commission's move to liquidate comes after a Richmond circuit judge placed Southern Title in receivership in late 2011, according to The Daily Progress. The company had ceased writing policies in September of that year. In October, the report relates, the SCC filed notice that it plans to enter an order declaring Southern Title insolvent following a hearing on the matter that is set for 10:00 a.m. on Feb. 4 at the commission's headquarters in Richmond. In an April financial statement, Southern Title said its liabilities exceeded its assets by $30.4 million, the report relates. The report notes that Southern Title's troubles were precipitated by agent misuse of funds in Texas and a corresponding rise in claims, according to a 2011 SCC news release. The report relates the SCC planned to notify policyholders, claimants and creditors of the liquidation hearing by Dec. 6. Notices of objection to the liquidation proceedings and related deadlines must be filed with the commission by Jan. 6. Southern Title has about $10 million in unearned premiums. A six- month claim filing deadline begins from the date the order is entered at the liquidation hearing. The remaining reserve funds are to be distributed equally to cover losses sustained by policyholders, and those who filed a claim before the deadline will be paid first, the report says. "The application for liquidation requests a claim bar date of Aug. 4, 2014," Katha Treanor, a spokeswoman for the State Corporation Commission, said in an email obtained by the news agency. "If a claim is filed after the bar date, it will not be paid," she added. SUDDENLY BEAUTIFUL: Involuntary Chapter 11 Case Summary ------------------------------------------------------- Alleged Debtor: Suddenly Beautiful, Inc. 8539 S California Ave Whittier, CA 90605 Case Number: 13-39976 Involuntary Chapter 11 Petition Date: December 26, 2013 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Ernest M. Robles Petitioner's Counsel: not indicated Petitioning creditor: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Timothy Anders Unpaid Fees $16,000 1119 S Mission Rd #102 Fallbrook, CA 92028 760-728-3161 STANS ENERGY: Provides Update on Management Cease Trade Order ------------------------------------------------------------- Stans Energy Corp. on Dec. 27 disclosed that further to its application dated November 28, 2013 for a Management Cease Trade Order (MCTO), a temporary MCTO of the Ontario Securities Commission was issued on Dec. 9, 2013. This MCTO prohibits all trading in and all acquisitions of the securities of the Company for a period of 15 days from the date of the temporary MCTO. A copy of the MCTO will be posted to the Company's website. Until the MCTO is lifted, Stans will comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require the Company to issue bi-weekly default status reports by way of a news release, and one will be forthcoming in the prescribed time frame. Rodney Irwin, Interim CEO and President, reports that the Company is continuing to work on evaluating potential impairment considerations of both exploration and evaluation costs on mineral properties in Kyrgyzstan and on the Company's Kashka Rare Earth Processing Facility ("KRP"). Furthermore, the review of corporate records to determine the date from which impairment of assets ought to have been reflected in the Company's financial statements, continues. On Dec. 13, 2013 a hearing was held in the arbitration proceedings brought by the Company against the Government of Kyrgyzstan. An adjournment was issued to provide more preparation time for the Government of Kyrgyzstan to present their defense. The next hearing is currently scheduled for Feb. 6, 2014. The Company anticipates that it will be in a position to remedy the default by filing the Required Filings by Jan. 28, 2014. The MCTO will be in effect until after the Required Filings are filed. 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. SULLIVAN KEATING: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Sullivan, Keating & Johnson, LLC 11700 Shannon Drive Fredericksburg, VA 22408 Case No.: 13-36916 Chapter 11 Petition Date: December 27, 2013 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Kevin R. Huennekens Debtor's Counsel: Linda Dianne Regenhardt, Esq. LINDA REGENHARDT, L.L.C. 100 N. Pitt Street, Suite 206 Alexandria, VA 22314 Tel: (703) 608-5634 Fax: (703) 518-9931 Email: regenhardtl@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb13-36916.pdf SURTRONICS INC: Can Continue Cash Collateral Use Until Dec. 31 -------------------------------------------------------------- The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina, in a second interim order, authorized Surtronics, Inc., to use First Citizens Bank & Trust Co.'s cash collateral until Dec. 31, 2013. A copy of the budget is available for free at: http://bankrupt.com/misc/SURTRONICSINCcashcoll2budget.pdf First Citizens will have a lien post-petition on the Debtor's cash collateral, including insurance proceeds, to the same extent, validity, and priority as existed pre-petition. On Nov. 26, 2013, Judge Humrickhouse entered an order stating that in addition to those uses approved, on an interim basis, in the cash collateral order dated Oct. 29, 2013, the Debtor is authorized to use cash collateral outside the ordinary scope of business for the repair-related expenses generally set forth in this budget: http://bankrupt.com/misc/SURTRONICSINCcashcoll2budgetb.pdf In an agreed second motion dated Oct. 31, 2013, the Debtor stated that in June 2013, a fire resulted in significant damage at the Debtor's facility. Through this case, the Debtor has and continues to address its fire loss claims by rebuilding its manufacturing facility and continuing negotiations with the Debtor?s insurance provider for resolution of the full claim of loss. In the meantime, the Debtor is moving forward with cleaning, repair and restoration of the fire-damaged area, and removal of damaged equipment and other property. According to David A. Matthews, Esq., at Shumaker Loop & Kendrick, LLP, the attorney for the Debtor, the repair expenses are largely one0time expenses not included in the Debtor's monthly operating budget approved by the Bankruptcy Court in the previous order, or in the subsequent budget for November and December 2013. The Debtor intends to use partial proceeds it has already received from its insurance claim to pay the repair expenses, and has sufficient cash-on-hand to make the payments without any detrimental effect on operations or the budgets. In the previous cash collateral order, the Bankruptcy Court ruled that the Debtor "may spend no more than the budget, with a ten percent variance allowance, without (i) advance consent of First Citizens, or (ii) further order of this Court." The Debtor reviewed the repair expenses with counsel for First Citizens. First Citizens approved payment of the repair expenses, and counsel for First Citizens consents to the relief requested in this motion. First Citizens is represented by: WARD AND SMITH, P.A. Paul A. Fanning, Esq. P.O. Box 8088 Greenville, NC 27835-8088 E-mail: PAF@wardandsmith.com About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. In its schedules, the Debtor disclosed $16,300,878 in total assets and $3,507,088 in total liabilities. SURTRONICS INC: May Hire Keith Johnson to as Special Counsel ------------------------------------------------------------ The Hon. Stephani W. Humrickhouse of the U.S. Bankruptcy Court for the Eastern District of North Carolina entered a consent order allowing Surtronics, Inc., to employ Keith Johnson, Esq., and Poyner Spruill LLP as special counsel. As reported by the Troubled Company Reporter on Oct. 21, 2013, the Bankruptcy Administrator asked the Bankruptcy Court to deny the Debtor's request to employ Mr. Johnson and Poyner Spruill to provide legal advice about environmental conditions at the Debtor's facility on Beryl Road in Raleigh, North Carolina, and to represent the Debtor in pursuit of contributions to environmental costs the Debtor has and will incur from potentially responsible parties. The Bankruptcy Administrator said that the attorney and paralegal hourly rates sought by the firm appear to be excessive for the district. The engagement letter stated that Mr. Johnson's hourly rate is $430 and that paralegals charge between $180 and $220 per hour. The Debtor, Mr. Johnson, and the Bankruptcy Administrator have discussed the Bankruptcy Administrator's concerns and have agreed that the attorney hourly rates won't exceed $425 and the paralegal hourly rates won't exceed $135. About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. In its schedules, the Debtor disclosed $16,300,878 in total assets and $3,507,088 in total liabilities. SURTRONICS INC: Amends Schedules of Assets & Liabilities -------------------------------------------------------- Surtronics, Inc., filed its amended schedules of assets and liabilities disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,450,000 B. Personal Property 14,850,878 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $1,843,448 E. Creditors Holding Unsecured Priority Claims $19,740 F. Creditors Holding Unsecured Non-priority Claims 1,643,900 ----------- ----------- TOTAL $16,300,878 $3,507,088 A copy of the amended schedules is available for free at: http://bankrupt.com/misc/SURTRONICSINCamendedsal.pdf In the prior iteration of the schedules, filed Nov. 7, 2013, the Debtor disclosed that it owed $1,573,167 to creditors holding unsecured non-priority claims and that its liabilities totaled $3,436,355. About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. SURTONICS INC: No Creditors' Committee Appointed ------------------------------------------------ The Bankruptcy Administrator for the Eastern District of North Carolina is unable to organize and recommend to the Bankruptcy Court the appointment of a committee of creditors holding unsecured claims against Surtronics, Inc. "Despite efforts by the Bankruptcy Administrator to contact unsecured creditors, as of the date of the Section 341 meeting of creditors, sufficient indications of willingness to serve on a committee of unsecured creditors were not received from persons eligible to serve on a committee," the Bankruptcy Administrator said. About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. In its schedules, the Debtor disclosed $16,300,878 in total assets and $3,507,088 in total liabilities. T-L BRYWOOD: Has Access to RCG-KC Cash Collateral in December ------------------------------------------------------------- T-L Brywood, LLC, obtained permission from the Hon. J. Philip Klingeberger of the U.S. Bankruptcy Court for the Northern District of Indiana to use the cash collateral of RCG-KC Brywood LLC, successor to The Private Bank and Trust Company, until Dec. 31, 2013. As adequate protection, the lender will be granted valid, perfected, enforceable security interests in and to the Debtor's post-petition assets, to the extent and priority of its alleged prepetition liens, to the extent of any diminution in the value of the assets. About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09582) on March 12, 2012. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The Property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space that is occupied by 12 operating tenants. The occupancy rate for the Property is approximately 80%. The Debtor and lender The PrivateBank and Trust Company reached an impasse over the terms and conditions of another extension of a mortgage loan on the Property. As a result, the Debtor filed the Chapter 11 case to protect the Property from foreclosure while the Debtor formulates an exit strategy from the reorganization case. As of the Petition Date, no foreclosure relating to the Property had been filed by the Lender. Judge Donald R. Cassling oversees the case. The Debtor is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtor disclosed total assets of $16,666,257 and total liabilities of $13,970,622 in its schedules. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. PrivateBank is represented by William J. Connelly, Esq., at Hinshaw & Culbertson LLP. No committee of creditors was appointed by the U.S. Trustee. The case was transferred to the U.S. Bankruptcy Court for the Northern District of Indiana (Case. 13-21804) on May 14, 2013. TEXTRON FINANCIAL: Fitch Affirms 'BB' Rating on Jr. Sub. Notes -------------------------------------------------------------- Fitch Ratings has affirmed the Issuer Default Rating (IDR) and long-term debt ratings for Textron Inc. (TXT) and Textron Financial Corporation (TFC) at 'BBB-'. The Rating Outlooks are Stable. TXT's short-term ratings have been affirmed at 'F3'. Beechcraft Acquisition: TXT announced on Dec. 26, 2013, an agreement to acquire Beechcraft for approximately $1.4 billion which it plans to fund using cash and up to $1.1 billion of debt. TXT is not assuming any debt but will assume an estimated $80 million of net pension obligations. The acquisition could close in the first half of 2014, pending regulatory approval. Fitch estimates new debt associated with the acquisition will increase TXT's pro forma debt/EBITDA at Sept. 30, 2013 to nearly 2.5x compared to 1.8x prior to the acquisition, including estimated EBITDA at Beechcraft. Fitch anticipates TXT will generate sufficient free cash flow (FCF) to reduce debt to around 2.0x within one year based on modest debt reduction, margin improvement at TXT on a standalone basis, and operating improvements at Beechcraft as TXT integrates the business. Margin improvements will be partly offset by restructuring costs in 2014 and inventory purchase price adjustments. Fitch anticipates additional debt reduction in 2015 which could return leverage to the current level or below. The acquisition of Beechcraft provides TXT with an opportunity to broaden its presence in piston-engine and turboprop aircraft and realize operating efficiencies across the combined business with Beechcraft. Beechcraft also makes light attack military aircraft sold to U.S. and foreign military customers, and it continues to provide service and support to its installed base of Hawker jets, which were discontinued after the company filed bankruptcy in 2012. The transaction increases TXT's exposure to the aerospace and defense business which represents approximately three-fourths of TXT's manufacturing revenue. Fitch believes much of the value of the acquisition to TXT is concentrated in Beechcraft's customer support business. The business represents nearly one-third of Beechcraft's revenue but generates stronger margins than the general aviation and defense businesses. The favorable margins and recurring nature of the support business mitigate aircraft revenue, which is subject to cyclical demand. Key Rating Drivers: The planned acquisition of Beechcraft occurs at a time when TXT's FCF is weak, but Fitch believes this will improve significantly in 2014. Fitch estimates manufacturing FCF for all of 2013 will be near break-even or slightly positive compared to FCF of negative $310 million for the last 12 months ended Sept. 30, 2013 and in excess of a positive $300 million during each of the past several years. Weak FCF includes the impact of higher inventory at Cessna and Bell due to a ramp-up of production for certain aircraft and lower than expected demand at Cessna. Some of the increase in inventory is expected to reverse due to the timing of deliveries which could increase in the fourth quarter. Also, the conversion to a new enterprise resource planning (ERP) system at Bell created delays in OEM and aftermarket parts shipments which are gradually being caught up. Fitch estimates FCF will recover in 2014 to approximately $500 million or more as a result of inventory reductions, stronger operating margins, and lower pension contributions. Actual cash flow will be sensitive to demand for business jets and TXT's ability to realize operating improvements at Bell and Textron Systems, and cost synergies at Beechcraft. TXT's ratings incorporate the well-established market positions of the company's aerospace, defense and industrial businesses; significant progress toward exiting TFC's non-captive portfolio; adequate liquidity; and disciplined cash deployment. Leverage prior to the Beechcraft acquisition is low for the ratings, with manufacturing debt/EBITDA of 1.8x at Sept. 28, 2013. Pro forma leverage (including debt used to fund the acquisition) will be somewhat weak, but should begin to decline during 2014. Other credit measures, including FCF and operating margins, are not as strong, but should begin to improve. Rating concerns include weak FCF, pressure on the U.S. defense budget that could limit military sales at the Bell and Textron Systems businesses, and potential support required for TFC, although this concern is substantially less than in the past. In addition, TXT's financial performance is constrained by the lack of a meaningful recovery in industry demand for business jets, particularly at the light end of the market where TXT's Cessna business is concentrated. As a result, Cessna currently provides little support to TXT's overall profitability and cash flow. Cessna's unit deliveries and revenue appear likely to decline in 2013, with a return to modestly higher industry demand possible in 2014. Even if the market starts to recover, Cessna's volumes likely will remain below peak levels for several years, partly reflecting the trend toward larger jets. During 2013, Cessna reduced production to match lower demand but reported a loss through the first three quarters. The fourth quarter could improve, based on normal seasonality and initial deliveries of the new Citation M2 and upgraded Sovereign business jets, which may return Cessna close to break-even profitability for the full year if higher deliveries are realized. At Sept. 28, 2013, liquidity at the manufacturing business included cash of $444 million and a $1 billion five-year bank facility that expires in 2018 and is available to back commercial paper. The facility includes a maximum debt-to-capitalization covenant of 65% and a requirement that TFC's leverage not exceed 9:1. Fitch calculates these covenants were well within compliance at the end of the third quarter. Liquidity was offset by $104 million of debt due within one year. TXT's long-term debt is well distributed; the earliest maturity is in 2015 and maturities in any single year do not exceed $400 million. Liquidity can be affected by TXT's support for TFC through capital contributions or intercompany loans, but these have been immaterial in 2013. Fitch expects future support for TFC will be minimal. TXT plans to contribute approximately $200 million to its pension plans for all of 2013, down from $405 million in 2012 and $642 million in 2011. An increase in discount rates during 2013 could potentially reduce the net pension liability as well as future contributions. At the end of 2012, the pension deficit was $1.3 billion (81% funded). Other uses of cash include capital expenditures which TXT estimates at approximately $500 million in 2013, slightly higher than in 2012. Capex could stabilize and eventually begin to decline as new aircraft enter production. Fitch expects acquisitions to be limited in the near term while TXT integrates Beechcraft. At the manufacturing business, Bell's revenue and profitability have been temporarily reduced by the implementation of a new ERP system earlier in 2013 and by production delays ahead of a new five-year UAW labor contract that was signed in October 2013. The negative impact of these developments should decline gradually. Stronger demand for commercial helicopters, including new-product introductions, mitigates concerns about military revenue. Deliveries of the H-1 and V-22 military aircraft programs should be generally stable through 2014; a second multi-year contract to deliver 99 V-22 units starting in late 2014 was recently awarded which would mitigate, but not necessarily eliminate, a decline in production after 2014. In addition, Bell has a substantial installed base that could benefit from aftermarket spending and modernization programs. Textron Systems' revenue has increased modestly, reflecting favorable volumes in programs for unmanned air systems and precision munitions. The business provides a broad mix of products that reduces its exposure to single programs. Revenue at Textron Systems could be flat to slightly higher during the next several years as foreign sales offset reduced defense spending. Margins have been pressured in recent periods by delays in a UAS retrofit development program and by execution problems on a fee-for-service UAS contract which is effectively performing at a break-even level. Textron Financial Corporation: The affirmation and equalization of TFC's ratings with those of TXT reflects Fitch's view that TFC is a core subsidiary to its parent, and Fitch's expectation that the acquisition will have a minimal impact on TFC. It is possible that a portion of future Beechcraft aircraft sales may be financed through TFC, although Fitch believes any increase in originations at TFC will be managed in the context of TFC's targeted overall size of approximately $1.5 billion. The equalization of the TXT and TFC ratings reflects the strong operational and financial linkages between the two companies and the strategic importance of TFC to its parent as illustrated through a support agreement. The agreement requires TXT to maintain full ownership in TFC and ensure TFC has a minimum net worth of $200 million and fixed-charge coverage of 1.25x. Other factors supporting the rating linkage include a shared corporate identity, common management, and the extension of intercompany loans to TFC. While non-captive receivables remain in the portfolio, TFC is prudently managing the timely liquidation and sale of the golf mortgage and structured assets. The non-captive portfolio totaled $210 million at Sept. 30, 2013, compared to $370 million at Dec. 31, 2012. Fitch views the progress TFC has made in liquidating the non-captive portfolio favorably, and believes its liquidation has significantly reduced credit risk in the portfolio. Asset quality for the first nine months of 2013 improved as non-accrual finance receivables declined 34.3% from Dec. 31, 2012. The structured portfolio, which consists primarily of rail car leases, is the largest portion of the non-captive segment. Fitch believes these leases have lower credit risk given the strong credit quality of the lessee. Cash collections on liquidated receivables and repayments of receivables have continued to reduce TFC's debt balance. Fitch believes TFC has sufficient liquidity to repay its outstanding debt obligations; however, if cash generated from operations and receivable repayments and liquidations are less than expected, TXT would need to provide further support to TFC. TFC's debt to equity ratio was 1.9x at Sept. 30, 2013, as estimated by Fitch, compared to 2.9x at the end of 2012 and 4.5x at the end of 2011. The Finance group's captive portfolio totaled $1,379 million, including $825 million at TFC as of Sept. 30, 2013, and consisted primarily of aviation receivables. Non-accrual accounts were 10.7% of TFC's total captive receivables at Sept. 30, 2013, compared to 8.3% at the end of fiscal 2012, due to a decline in the receivables balance. Although the level of non-accrual accounts is relatively high, potential concerns about credit quality in the captive portfolio are mitigated by TFC's experience managing aviation receivables. Rating Sensitivities: At TXT, the ratings are capped in the near term due to higher debt and leverage associated with the Beechcraft acquisition. Fitch could take a negative rating action if FCF fails to improve to a substantially higher level in 2014, Cessna's business jet market worsens, or margins remain at lower levels due to additional operating challenges or unexpected difficulties integrating Beechcraft. Any future unexpected material support for TFC would be a negative consideration, but this concern is much smaller than in the past due to the significant reduction of TFC's non-captive portfolio in recent years. At TFC, the Stable Rating Outlook is linked to that of its parent. Positive ratings will be limited by Fitch's view of TXT's credit profile. Fitch cannot envision a scenario where the captive would be rated higher than its parent. A negative rating action at TFC could be driven by a change in the perceived relationship between the parent and subsidiary, such as if Fitch believed that TFC had become less core to the parent's strategic operations or adequate financial support was not provided in a time of crisis. Additionally, deterioration in asset quality, the generation of consistent operating losses, a material increase in leverage beyond management's target of 7.0x, and/or a reduction in the company's liquidity profile could also yield negative rating actions. Fitch has affirmed the ratings for TXT and TFC as follows: Textron Inc. -- IDR at 'BBB-'; -- Senior unsecured bank facilities at 'BBB-'; -- Senior unsecured debt at 'BBB-'; -- Short-term IDR at 'F3'; -- Commercial paper at 'F3'. Textron Financial Corporation -- IDR at 'BBB-'; -- Senior unsecured debt at 'BBB-'; -- Junior subordinated notes at 'BB'. At Sept. 28, 2013, there was approximately $3.3 billion of debt outstanding including $2 billion at the manufacturing business and $1.3 billion in the Finance group of which $856 million was at TFC. THERAPEUTICSMD INC: Names Randall Stanicky to Board of Directors ---------------------------------------------------------------- Randall S. Stanicky, CFA, a highly-regarded senior equity analyst with extensive experience in the specialty pharmaceutical and healthcare services sectors, has been named to TherapeuticsMD, Inc.'s Board of Directors, replacing Samuel A. Greco. Mr. Stanicky currently serves as managing director, Global Equity Research at RBC Capital Markets, focusing on the specialty pharmaceuticals sector and has spent almost 15 years in equity research covering healthcare stocks. He previously served in senior roles at Goldman Sachs and Canaccord Genuity on the sell side. His prior coverage experience within the healthcare sector has been broad, spanning specialty pharmaceuticals, the healthcare supply chain, contract research and healthcare technology. Prior to that, he followed healthcare stocks on the buy side at Citigroup Global Asset Management. "We are pleased to welcome Randall Stanicky to our Board of Directors," said the Honorable Tommy G. Thompson, Chairman of TherapeuticsMD. "His extensive knowledge of the specialty pharmaceuticals sector along with his analytical and financial acumen will offer a welcome and broadened perspective to the Company as we advance the development of our portfolio of hormone therapy products. We thank Samuel Greco for his valuable contributions to the Board of Directors and extend our appreciation for his service." "Mr. Stanicky is a well-respected senior research analyst and we are delighted to have him join our Board," said Robert Finizio, chief executive officer and co-founder of TherapeuticsMD. "The insight and knowledge gained from his successful career as an equity analyst covering specialty pharmaceuticals will be important as we build the Company's leadership position in women's healthcare. We are grateful to have someone of his caliber on our team and we look forward to his contributions," added Mr. Finizio. About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. The Company reported a net loss of $35.1 million on $3.8 million of revenues in 2012, compared with a net loss of $12.9 million on $2.1 million of revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $68.47 million in total assets, $6.39 million in total liabilities and $62.08 million in total stockholders' equity. THOMAS PROPERTIES: Terminates Offerings of Securities ----------------------------------------------------- Thomas Properties Group, Inc., filed with the U.S. Securities and Exchange Commission a post-effective amendment to its Form S-8 registration statement relating to the registration of 2,071,906 shares of common stock, par value $0.01 per share, of the Company under the Company's 2004 Equity Incentive Plan and 2004 Non- Employee Directors Restricted Stock Plan. The Company also filed post-effective amendments to these prospectuses: -- registration statement on Form S-3 registering $250,000,000 of shares of common stock, par value $0.01 per share, preferred stock, par value $0.01 per share, warrants and debt securities of the Company. -- registration statement on Form S-3 registering $150,000,000 of shares of common stock, par value $0.01 per share, preferred stock, par value $0.01 per share, warrants and debt securities of the Company. -- Registration Statement on Form S-3 registering $200,000,000 of shares of common stock, par value $0.01 per share, preferred stock, par value $0.01 per share, warrants and debt securities of the Company. -- Registration Statement on Form S-3 registering 2,815,050 shares of common stock, par value $0.01 per share, of the Company. Effective Dec. 19, 2013, pursuant to that certain Agreement and Plan of Merger, dated Sept. 4, 2013, by and among Parkway Properties, Inc., Parkway Properties LP, PKY Masters LP, the Company and Thomas Properties Group, L.P., the Company merged with and into Parkway with Parkway continuing as the surviving corporation. As a result of the merger, the Company has terminated any and all offerings of its securities pursuant to the Registration Statements. About Thomas Properties Group Thomas Properties Group, Inc., -- http://www.tpgre.com/-- is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. The company's primary areas of focus are the acquisition and ownership of premier properties, both on a consolidated basis and through its strategic joint ventures, property development and redevelopment, and property management and leasing activities. The Company's balance sheet at Sept. 30, 2013, showed $1.12 billion in total assets, $773.33 million in total liabilities and $355.92 million in total equity. * * * This concludes the Troubled Company Reporter's coverage of Thomas Properties Group, Inc., until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. THOMAS PROPERTIES: Common Stock Delisted From NYSE -------------------------------------------------- A Form 25 was filed with the U.S. Securities and Exchange Commission to remove Thomas Properties Group Inc.'s common stock, $.01 par value, from listing or registration with The New York Stock Exchange LLC. About Thomas Properties Group Thomas Properties Group, Inc., is a full-service real estate company that owns, acquires, develops and manages primarily office, as well as mixed-use and residential properties on a nationwide basis. The company's primary areas of focus are the acquisition and ownership of premier properties, both on a consolidated basis and through its strategic joint ventures, property development and redevelopment, and property management and leasing activities. For more information about Thomas Properties Group, Inc., please visit www.tpgre.com. The Company's balance sheet at Sept. 30, 2013, showed $1.12 billion in total assets, $773.33 million in total liabilities and $355.92 million in total equity. TRANS ENERGY: Closes Sale Agreement with Antero for $36.3-Mil. -------------------------------------------------------------- American Shale Development, Inc., and Prima Oil Company, Inc., wholly owned subsidiaries of Trans Energy Inc., Republic Energy Ventures, LLC, and Sancho Oil and Gas Corporation, closed a transaction that was previously announced pursuant to a Purchase and Sale Agreement dated Sept. 30, 2013, with Antero Resources Corporation. Pursuant to the Purchase and Sale agreement, the Sellers sold to Antero approximately 4,650 lease acres (net of both curable and incurable title defects) and leasehold working interests in certain existing wells, located in Tyler County, West Virginia. The Company owned 1,114.8 lease acres (net of curable and incurable title defects) of the total 4,650 lease acres in the Sold Assets. Under the Purchase and Sales Agreement the purchase price for the Sold Assets was $36.3 million, net of a holdback amount of $4.1 million of which the Company received approximately $10.6 million in cash at closing. A total of 118.6 lease acres were excluded from the sale (39.8 lease acres net to the Company) due to incurable title defects. An additional 135.5 lease acres (30.7 lease acres net to the Company) were excluded from the sale due to curable title defects. The Company expects to cure these title defects within the next 30 days, at which time an additional $0.2 million will become due and payable to the Company per the terms of the PSA. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. In its audit report on the Company's 2011 results, Maloney + Novotny, LLC, in Cleveland, Ohio, noted that the Company has generated significant losses from operations and has a working capital deficit of $18.37 million at Dec. 31, 2011, which together raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $83.06 million in total assets, $85.46 million in total liabilities and a $2.40 million total stockholders' deficit. TRIBUNE CO: To Meet With Lawmaker on Spinoff -------------------------------------------- Keach Hagey, writing for The Wall Street Journal, reported that media company Tribune Co. said its management plans to meet with Rep. Henry Waxman, a California Democrat, to discuss his concerns about the impact on the Los Angeles Times of Tribune's proposed newspaper spinoff. According to the report, the congressman raised his concerns in a letter to Tribune Chief Executive Peter Liguori. Rep. Waxman pointed to Tribune's disclosures in a regulatory filing this month that the newspaper company created in the spinoff would take on debt to finance a special dividend to Tribune. The newspaper company would include the L.A. Times, along with other Tribune papers, such as the Chicago Tribune and Baltimore Sun. "The requirement that the newspaper unit go into debt to pay a cash dividend to the Tribune Co. will undoubtedly enrich the Tribune Co., but it may do so at the expense of the financial health of the Los Angeles Times and the other papers in the newspaper unit, all of which are already facing financial strains," Rep. Waxman said in his letter, which was released to the media, the report cited. The size of the dividend, and the amount of debt to be taken on by Tribune Publishing, as the new company will be called, weren't disclosed in the filing, the report said. In his letter, Rep. Waxman also noted that, after the split, the L.A. Times would have to rent its historic headquarters from Tribune Co., which would retain its newspapers' real-estate holdings, the report related. About Tribune Co. Chicago, Illinois-based Tribune Co. -- http://www.tribune.com/-- and 110 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13141) on Dec. 8, 2008. The Debtors proposed Sidley Austin LLP as their counsel; Cole, Schotz, Meisel, Forman & Leonard, PA, as Delaware counsel; Lazard Ltd. and Alvarez & Marsal North America LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims agent. As of Dec. 8, 2008, the Debtors listed $7,604,195,000 in total assets and $12,972,541,148 in total debts. Chadbourne & Parke LLP and Landis Rath LLP served as co-counsel to the Official Committee of Unsecured Creditors. AlixPartners LLP served as the Committee's financial advisor. Landis Rath Moelis & Company served as the Committee's investment banker. Thomas G. Macauley, Esq., at Zuckerman Spaeder LLP, in Wilmington, Delaware, represented the Committee in connection with the lawsuit filed against former officers and shareholders for the 2007 LBO of Tribune. Protracted negotiations and mediation efforts and numerous proposed plans of reorganization filed by Tribune Co. and competing creditor groups delayed Tribune's emergence from bankruptcy. Many of the disputes among creditors center on the 2007 leveraged buyout fraudulence conveyance claims, the resolution of which is a key issue in the bankruptcy case. Judge Kevin J. Carey issued an order dated July 13, 2012, overruling objections to the confirmation of Tribune Co. and its debtor affiliates' Plan of Reorganization. In November 2012, Tribune received approval from the Federal Communications Commission to transfer media licenses, one of the hurdles to implementing the reorganization plan. Aurelius Capital Management LP failed in halting implementation of the plan pending appeal. Tribune Co. exited Chapter 11 protection Dec. 31, 2012, ending four years of reorganization. The reorganization allowed a group of banks and hedge funds, including Oaktree Capital Management and JPMorgan Chase & Co., to take over the media company. TXU CORP: Bank Debt Trades at 31% Off ------------------------------------- Participations in a syndicated loan under which TXU Corp is a borrower traded in the secondary market at 70.57 cents-on-the- dollar during the week ended Friday, December 27, 2013, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.15 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. URBAN AG: Dismisses Harris F. Rattray CPA as Accountants -------------------------------------------------------- Urban AG. Corp. received a letter from the U.S. Securities and Exchange Commission informing the Company that effective Nov. 21, 2013, the Public Company Accounting Oversight Board revoked the registration of the Company's independent auditor Harris F. Rattray CPA. As a result of the revocation, the Company can no longer include the audit reports of Harris F. Rattray CPA in the Company's filings with the SEC. As a result, the Company will be required to have its financial statements for the year ended Dec. 31, 2012, re-audited by a firm that is registered with the PCAOB. The Company dismissed Harris F. Rattray CPA as its independent auditor and is interviewing PCAOB accounting firms to serve as its independent auditor for the fiscal year ending Dec. 31, 2013. Harris F. Rattray CPA's reports on the Company's consolidated financial statements for each of the fiscal years ended Dec. 31, 2012, and 2011 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the years ended Dec. 31, 2012, and 2011 and through Dec. 10, 2013, there were no disagreements with Harris F. Rattray CPA on any matter of accounting principle or practice, financial statement disclosure or auditing scope or procedure which, if not resolved to Harris F. Rattray CPA's satisfaction, would have caused them to make references to the subject matter in connection with their reports of the Company's consolidated financial statements for those years. In addition, the Company believes there were no other reportable events as defined in Item 304 of Regulation S-K. About Urban AG North Andover, Massachusetts-based Urban AG. Corp, through its wholly-owned subsidiary CCS Environmental World Wide, Inc., provides hazardous material abatement and environment remediation services. The Company's balance sheet at Sept. 30, 2013, showed $3.33 million in total assets, $12.84 million in total liabilities and a $9.50 million total stockholders' deficit. Bankruptcy Warning "Urban Ag is in the process of attempting to secure sufficient financing to continue operations. We have been working to obtain financing from outside investors for more than 12 months, but have not yet been successful. In the interim, short-term debt financing provided primarily by a corporate investor has secured all of the company's assets, and is being utilized to support governance and compliance activities. Additionally, non-payment of professional and other service providers and reduced general spending have been instituted until such time as financing is secured, if ever. If we are unable to obtain financing, we will be required to further curtail our operations or cease conducting business. Given our current level of debt, we do not expect that our stockholders would receive any proceeds if we declare bankruptcy or seek to liquidate the Company," the Company said in its quarterly report for the period ended Sept. 30, 2013. VERTICAL COMPUTER: Settles Infringement Claim vs. LG Electronics ---------------------------------------------------------------- Vertical Computer Systems, Inc., has settled the patent infringement claim that the Company initiated in federal court against LG Electronics MobileComm U.S.A., Inc., and LG Electronics, Inc. Pursuant to the confidential settlement agreement, the Company has granted to LG a non-exclusive, fully paid-up license under the two patents which were the subject of this litigation, together with any continuation patents of the Patents-in-Suit and any other patents with the same priority claim as the Patents-in-Suit. About Vertical Computer Richardson, Tex.-based Vertical Computer Systems, Inc., is a multinational provider of Internet core technologies, application software, and software services through its distribution network with operations or sales in the United States, Canada and Brazil. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, MaloneBailey, LLP, in Houston, Texas, noted that the Company suffered net losses and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. Vertical Computer disclosed a net loss of $1.31 million on $5.47 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $167,588 on $6.27 million of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.32 million in total assets, $15.22 million in total liabilities, $9.90 million in convertible cumulative preferred stock, and a $23.80 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing net losses and a working capital deficiency, which raises substantial doubt about the Company's ability to continue as a going concern. VISION INDUSTRIES: Reexamines Accounting Treatment of Grants ------------------------------------------------------------ Vision Industries retracted its Nov. 13, 2013, press release regarding its anticipated profitability in 2014, as it seeks a consensus concerning the accounting treatment of the Federal cost- share grants. About Vision Industries Long Beach, Cal.-based Vision Industries Corp. focuses its efforts in building Class 8 fuel cell electric vehicles (FCEV) used in drayage transportation. Vision Industries reported a net loss of $5.28 million on $26,545 of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.44 million on $764,157 of total revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.06 million in total assets, $2.89 million in total liabilities and a $1.82 million total stockholders' deficit. DKM Certified Public Accountants, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's cash and available credit are not sufficient to support its operations for the next year. Accordingly, management needs to seek additional financing that raises substantial doubt about its ability to continue as a going concern. WAFERGEN BIO-SYSTEMS: Amends Form S-1 Registration Statements ------------------------------------------------------------- Wafergen Bio-Systems, Inc., separately filed with the U.S. Securities and Exchange Commission amendments to the following propectuses: (a) Registration statement relating to the offering by Biomedical Value Fund, L.P., WS Investments II, LLC, Class D Series of GEF-PS, L.P., et al., of up to 10,949,689 shares of common stock, par value $0.001 per share. (b) Registration statement relating to the offering by Neel B. Ackerman and Martha N. Ackerman, Jt. WROS; Applebaum Family Limited Partnership, The Bahr Family LP, et al., of up to 11,278,129 shares of common stock, par value $0.001 per share. The Company will not receive any proceeds from the sale of common stock by the selling stockholders. The Company's common stock is traded on the OTCQB Marketplace under the symbol "WGBS." On Dec. 17, 2013, the closing price of the Company's common stock was $1.50 per share. Copies of the Amendments are avaiable for free at: http://is.gd/YiF8Gy http://is.gd/dA8P7i About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. The Company reported a net loss of $8.2 million on $586,000 of revenue in 2012, net loss of $13.1 million on $523,000 of revenue in 2011. As reported in the TCR on April 11, 2013, SingerLewak LLP, in San Jose, California, expressed substantial doubt about WaferGen Bio- systems' ability to continue as a going concern, citing the Company's operating losses and negative cash flows since inception. The Company's balance sheet at Sept. 30, 2013, showed $15.75 million in total assets, $5.80 million in total liabilities, $4.02 million in series A and B convertible preference shares of subsidiary, and $5.93 million in total stockholders' equity. WATERSIDE CAPITAL: Provides Update on SBA's Receivership Complaint ------------------------------------------------------------------ Waterside Capital Corporation, a Small Business Investment Company, is a party, as previously disclosed, to a Loan Agreement with the United States Small Business Administration. Under the terms of the Loan Agreement, the Company's then existing debentures were repurchased effective September 1, 2010 by the SBA and a new debt instrument was put into place. The Company's debt to the SBA matured March 31, 2013. As disclosed in the Company's Form 8-K filed with the U.S. Securities and Exchange Commission on Nov. 29, 2013, the Company learned on Nov. 28, 2013 that the SBA had filed a complaint in the United States District Court for the Eastern District of Virginia on November 20, 2013 seeking, among other things, receivership for the Company and a judgment in the amount outstanding under the Loan Agreement plus continuing interest. In the Form 8-K, the Company stated that it did not intend to contest the actions of the SBA. The Board of Directors of the Company has now further studied the Complaint. Moreover, as a result of discussions with the SBA, a review of the Company's actions since 2010, and additional substantive discussions with its advisors, the Company has re-evaluated its initial position. As a result, the Company will take steps to contest the Complaint. There can be no assurance that the Company will be successful in contesting the Complaint or otherwise impacting the timing, circumstances or consequences of the SBA's request that it be named permanent receiver of the Company for the purpose of liquidating all of the Company's assets and satisfying the claims of its creditors. About Waterside Capital Corporation Waterside Capital Corporation -- http://www.watersidecapital.com -- is a Small Business Investment Company (SBIC) headquartered in Virginia Beach, Virginia with a portfolio of approximately $11.8 million of loans and investments in 9 companies located primarily in the Mid-Atlantic region. Waterside Capital's individual investments range from $500,000 to over $3 million. WHEATLAND MARKETPLACE: Can Use Cash Collateral Until Jan. 31 ------------------------------------------------------------- The Hon. Pamela S. Hollis of the U.S. Bankruptcy Court for the Northern District of Illinois, entered an interim order allowing Wheatland MarketPlace, LLC, to use until Jan. 31, 2014, the cash collateral of the U.S. Bank National Association, as Trustee for Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through Certificates, Series 2003-TOP12 acting by and through C-III Asset Management LLC, in its capacity as special servicer pursuant to that certain Oct. 1, 2003 pooling and servicing agreement. Use of cash collateral will be in accordance with a budget. A copy of the budget is available for free at: http://bankrupt.com/misc/WHEATLANDMARKETPLACEcashcollbudget.pdf The cash collateral includes any cash or cash equivalents, funds or proceeds of or from that certain improved real property described in the certain mortgage and security agreement dated Aug. 27, 2003, executed by the Debtor for the benefit of Principal Commercial Funding, LLC, to pay operating expenses of the Property. As adequate protection for the Debtor's use of cash collateral, (a) the Debtor will make a $95,021 payment to U.S. Bank by Jan. 15, 2014; provided, however, that the application of the payment by U.S. Bank against any indebtedness owing in accordance with the terms of the loan documents will be provisional only and subject to further court order, and (b) U.S. Bank will have nunc pro tunc as of the commencement of the Chapter 11 case, a replacement lien and security interest on all property acquired or generated postpetition by the Property, to the same extent and priority and of the same kind and nature as U.S. Bank's prepetition liens and security interests in the cash collateral. A hearing on the Debtor's cash collateral use will be held on Jan. 28, 2014. About Wheatland Marketplace Wheatland Marketplace, LLC, owner of a commercial retail center in Naperville, Illinois, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013. The Debtor has tapped Thomas W Toolis, Esq., at Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as counsel. Coleen J. Lehman Trust and Lucy Koroluk each holds a 50% membership interest in the Debtor. WINECARE STORAGE: NY Judge to Hold Hearing on Possible Liquidation ------------------------------------------------------------------ Charles V. Bagli at The New York Times reports that Derek L. Limbocker, a onetime financial adviser, publisher of rare art prints and society figure in Newport, Rhode Island, and New York, has been stiff-arming his clients for the past 13 months. Mr. Limbocker sought protection from creditors in bankruptcy court, while he says he struggles to salvage his business and the 270,000 bottles of rare and valuable wine stored by financiers, high-powered litigators and real estate investors in his cellars in a West Chelsea warehouse, according to The New York Times. The problems began when water poured into the cellars during Hurricane Sandy, the report relates. Now Mr. Limbocker's law firm has quit. Mr. Limbocker's company, WineCare Storage, is insolvent. Judge Robert E. Gerber of United States Bankruptcy Court in Manhattan will hold a hearing on whether to liquidate WineCare, the report notes. "The time has come to shed some sunlight on the operations of this business and return people's personal property to them,' said Gregg L. Weiner, a lawyer who filed papers in bankruptcy court supporting liquidation. Mr. Weiner represents four clients who collectively stored more than $1 million worth of wine at WineCare: -- Philip M. Waterman III, a real estate investor; -- Lucio A. Noto, a former vice chairman of ExxonMobil; -- David R. Parker, a hedge fund manager; and -- Barry S. Volpert, a partner in a private equity firm. The report notes that Donald Drapkin, a hedge fund manager who had $5.3 million worth of wine at WineCare, also filed papers supporting liquidation. Mr. Drapkin said he had "lost faith in Derek Limbocker's judgment, his management ability, and, most importantly, his integrity." During the summer Mr. Limbocker's bankruptcy lawyers, Schulte Roth & Zabel, withdrew from the case, citing "irreconcilable views,' the report discloses. At the end of August, the report says Mr. Limbocker notified his clients that they could file an application for their wine, triggering more than 200 requests. A fraction of the requests have been filled, Mr. Limbocker said. In November, the trustee in the case filed a motion asking the judge to convert the case to Chapter 7 liquidation or dismiss the case, which would probably trigger an avalanche of individual lawsuits, the report notes. WineCare, the trustee said, could not pay its bills, was sinking into debt and had failed to file the required reorganization plan, the report adds. WOLF CREEK INDUSTRIES: 16 Units at Baldwin Condo to Be Sold Jan. 7 ------------------------------------------------------------------ Hancock Bank, successor in interest to Peoples First Community Bank, by asset acquisition from the FDIC as receiver for Peoples First Community Bank, will sell, at public outcry to the highest bidder for cash, in front of the main entrance to the Courthouse in Bay Minette, Baldwin County, Alabama on Jan. 7, 2014, during the legal hours of sale, Units D-1, D-2, 1, 3, 4, 5, 7, 9, 11, 13, 16, 18, 19, 41, 44 and 45 of The Commons, A Condominium situated in Baldwin County, Alabama. Peoples First Community Bank is the holder of the Mortgage executed by Wolf Creek Industries, Inc., the owner of the condo units. The sale is made for the purpose of paying the debt secured by the mortgage, as well as the expenses of foreclosure. Wolf Creek is in default under the Mortgage. Each Unit will be first offered for sale separately and then en masse and will be sold on an "as is" basis, subject to any unpaid taxes. Hancock Bank is represented by: Richard A. Wright, Esq. JONES, WALKER, LLP Battle House Tower 11 N. Water Street, Suite 1200 Mobile, AL 36602 Tel: (251) 439-7573 E-mail: rwright@joneswalker.com WOUND MANAGEMENT: Obtains $2.4 Million Funding Commitment --------------------------------------------------------- Wound Management Technologies, Inc., entered into a funding agreement with certain of its existing shareholders or their representatives, pursuant to which the Investors committed to purchasing, at a price of $70.00 per share, an aggregate of $2,400,000 of the Company's Series C Convertible Preferred Stock. The closing of the transactions contemplated by the Funding Agreement is subject to the entry by the Investors and the Company into final subscription agreements. No single Investor's obligation to fund under the Funding Agreement is contingent upon funding by any other Investor. A copy of the Funding Agreement is available for free at: http://is.gd/LYluS2 About Wound Management Fort Worth, Texas-based Wound Management Technologies, Inc., markets and sells the patented CellerateRX(R) product in the expanding advanced wound care market; particularly with respect to diabetic wound applications. Wound Management disclosed a net loss of $1.84 million on $1.17 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $12.74 million on $2.21 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.18 million in total assets, $6.66 million in total liabilities and a $5.48 million total stockholders' deficit. Pritchett, Siler & Hardy, P.C., in Salt Lake City, Utah, 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 incurred substantial losses and has a working capital deficit which factors raise substantial doubt about the ability of the Company to continue as a going concern. WPCS INTERNATIONAL: Amends SPA to Clarify Trading Restrictions -------------------------------------------------------------- WPCS International Incorporation entered into Amendment No. 1 to the Securities Purchase Agreement with certain accredited investors pursuant to which the parties amended the Securities Purchase Agreement entered into on Dec. 17, 2013, by and among the Company and the Investors. The Amendment was effective upon execution of the Amendment by all parties, which occurred at approximately 2:46 p.m. on Dec. 19, 2013. The amendment was to clarify Section 1(f) of the Purchase Agreement relating to the trading restrictions on the Investors relating to prior convertible notes and warrants issued in December 2012 so that the limitations on their conversions, exercises or sales are limited to a pro rata amount based on the amount of Notes such Investor was issued compared to the total amount of Notes issued. The Investors are prohibited from converting the Notes, exercising the Warrants or selling the shares of common stock issued upon such conversion or exercise if: (i) the bid price of the Company's common stock exceeds $3.00 and the amount of stock being converted, exercised or sold, as applicable, does not exceed a percentage of the aggregate trading volume on such date, with such percentage based upon the Company's stock price; or (ii) the aggregate trading volume exceeds $5 million, subject to the Restrictions being imposed on such conversions, exercises and/or sales above the Threshold. Meanwhile, on Dec. 19, 2013, WPCS International held an earnings conference call to discuss its unaudited financial results for the second fiscal quarter ended Oct. 31, 2013, and to discuss the Company's recent acquisition of BTX Trader LLC. The script of the earnings conference call is available at http://is.gd/VTrWC6 About WPCS International WPCS -- http://www.wpcs.com-- is a design-build engineering company that focuses on the implementation requirements of communications infrastructure. The company provides its engineering capabilities including wireless communications, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about WPCS International's ability to continue as a going concern following the annual report for the year ended April 30, 2013. The independent auditors noted that the Company has incurred net losses and negative cash flows from operating activities, had a working capital deficiency as of and for the years ended April 30, 2013, and 2012, and has an accumulated deficit as of April 30, 2103. The Company reported a net loss of $6.8 million on $42.3 million of revenue in fiscal 2013, compared with a net loss of $20.6 million on $65.5 million in fiscal 2012. The Company's balance sheet at Oct. 31, 2013, showed $18.41 million in total assets, $13.87 million in total liabilities, and $4.54 million in total equity. YRC WORLDWIDE: Reaches Agreement to Reduce Debt by $300 Million --------------------------------------------------------------- YRC Worldwide, Inc., has reached an agreement with certain holders of its Series A Convertible Notes, Series B Convertible Notes and other institutional investors that will allow it to reduce debt by approximately $300 million. In doing so, the Company will meet a primary requirement (retiring at least 90 percent of the company's Series A and B Convertible Notes) needed to satisfy the International Brotherhood of Teamsters' (IBT) conditionality of ratifying the Memorandum of Understanding (MOU) proposal that is currently out for ratification by the Company's employees who are IBT members. However, the agreement will still remain contingent on getting the MOU proposal ratified by its members. The vote on the MOU is anticipated to be complete on Jan. 8, 2014, and results will be available shortly thereafter. In addition, the debt reduction deal is contingent on getting holders of at least 90 percent of the $124 million of the Company's pension fund debt to amend and extend the currently outstanding note. "The agreement is a momentous step toward delevering the company's balance sheet, significantly improving the company's credit profile and is expected to secure some of the best paying jobs in the LTL industry," said James Welch, chief executive officer of YRC Worldwide and president of YRC Freight. "The last two years have been a long and hard fought journey in turning around one of the largest trucking companies in America. After shedding a significant portion of our non-core assets and operations and with the help of our unionized and non-unionized employees, we have focused our attention back to what we do best - North American LTL trucking." Under the agreement, the investors will invest $250 million in cash for newly-issued shares of common stock of YRC Worldwide at a price of $15.00 per share. The proceeds will be used to pay off the existing 6 percent Convertible Notes due February 2014 and defease and/or pay off the existing Series A Convertible Notes due March 2015. In addition, holders of approximately $50 million principal amount of the existing Series B Convertible Notes due March 2015 will convert those notes to common stock at a price of $15.00 to $16.01 per share, further reducing debt. The Series B Note holders that participate in the proposed transaction will also consent to amend the indenture to remove substantially all covenants and release the collateral securing those notes. The remaining Series B Convertible Notes may continue to be outstanding until their scheduled maturity of March 31, 2015. Consummation of the agreement is subject to a number of other customary conditions as well. "These transactions will result in a substantial reduction of our debt and will position the company to address impending maturities, including the 6% Convertible Notes due in February 2014," said Jamie Pierson, YRC Worldwide chief financial officer. "These transactions also clear the way for us to enter the senior debt markets to refinance our current term and asset- based loans at more favorable interest rates." "We must now focus on the upcoming ratification vote and amendment and extension of the pension note as the two final steps in completing this major debt reduction transaction and reestablishing YRCW as a leader in the LTL industry. With a positive ratification vote and an amended and extended pension fund note, the improved financial picture will allow the company to increase its investment in new tractors, trailers, technology and equally if not more importantly training and developing its people. Alternatively, if we are not successful, it would unfortunately mean some very difficult decisions for the company and its employees," added Welch. Additional information is available for free at: http://is.gd/dmR6eS About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YRC WORLDWIDE: HG Vora Held 3.6% Equity Stake at Dec. 12 -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, HG Vora Special Opportunities Master Fund, Ltd., and its affiliates disclosed that as of Dec. 12, 2013, they beneficially owned 400,000 shares of common stock of YRC Worldwide, Inc., representing 3.66 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/b6eMzi About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. YRC WORLDWIDE: Carlyle Group Lowers Equity Stake to 13.3% --------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, The Carlyle Group L.P. and its affiliates disclosed that as of Dec. 17, 2013, they beneficially owned 1,624,879 shares of common stock of YRC Worldwide Inc. representing 13.3 percent of the shares outstanding. Carlyle Group previously reported beneficial ownership of 1,991,862 common shares or 18.1 percent equity stake as of May 23, 2013. On Dec. 17, 2013, Carlyle Strategic Partners II, L.P., and CSP II Coinvestment, L.P., sold $12,659,402 and $440,026, respectively, in aggregate principal amount of 10 percent Series A Convertible Senior Secured Notes due 2015 for cash consideration of $11,757,419 and $408,674, respectively. A copy of the amended regulatory filing is available at: http://is.gd/S1MQpJ About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. After auditing the 2011 results, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. KPMG LLP, in Kansas City, Missouri, noted that the Company has experienced recurring net losses from continuing operations and operating cash flow deficits and forecasts that it will not be able to comply with certain debt covenants through 2012. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. "The ratings on Overland Park, Kan.-based YRCW reflect its participation in the competitive, capital-intensive, and cyclical trucking industry," said Ms. Ogbara, "as well as its meaningful off-balance-sheet contingent obligations related to multiemployer pension plans." "YRCW's substantial market position in the less- than-truckload (LTL) sector, which has fairly high barriers to entry, partially offsets these risk factors. We categorize YRCW's business profile as vulnerable, financial profile as highly leveraged, and liquidity as less than adequate." YRC WORLDWIDE: Marc Lasry Held 13.7% Equity Stake at Dec. 19 ------------------------------------------------------------ In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Marc Lasry and his affiliates disclosed that as of Dec. 19, 2013, they beneficially owned 1,738,391 shares of common stock of YRC Worldwide Inc. representing 13.71 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/rB097j About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. After auditing the 2011 results, the Company's independent auditors expressed substantial doubt about the Company's ability to continue as a going concern. KPMG LLP, in Kansas City, Missouri, noted that the Company has experienced recurring net losses from continuing operations and operating cash flow deficits and forecasts that it will not be able to comply with certain debt covenants through 2012. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. "The ratings on Overland Park, Kan.-based YRCW reflect its participation in the competitive, capital-intensive, and cyclical trucking industry," said Ms. Ogbara, "as well as its meaningful off-balance-sheet contingent obligations related to multiemployer pension plans." "YRCW's substantial market position in the less- than-truckload (LTL) sector, which has fairly high barriers to entry, partially offsets these risk factors. We categorize YRCW's business profile as vulnerable, financial profile as highly leveraged, and liquidity as less than adequate." YUKOS OIL: Russia Frees Tycoon Mikhail Khodorkovsky --------------------------------------------------- Andrey Ostroukh and Lukas I. Alpert, writing for The Wall Street Journal, reported that Mikhail Khodorkovsky, the founder of the defunct Yukos oil empire and Russia's most famous prisoner, walked free and left for Germany on Dec. 20, after President Vladimir Putin signed an order pardoning him after more than a decade behind bars. According to the report, federal prison officials said in a statement that Mr. Khodorkovsky had requested documents allowing to him travel abroad and then flew to Germany to meet with his ailing mother, who is being treated there. Mr. Khodorkovsy's press service had earlier said the former oil tycoon's lawyers had been informed hours after Mr. Putin had issued the pardon that Mr. Khodorkovsky had been released from the prison in northwestern Russia and had left, the report related. A helicopter from Russia's Emergency Situations Ministry was seen landing and taking off from near the prison early Friday but it was unclear if Mr. Khodorkovsky was aboard. The presidential decree setting the 50-year-old Mr. Khodorkovsky free marked the end of a striking turn of events in a politically charged case that has been a watershed moment of Mr. Putin's rule, turning what was once Russia's wealthiest man into a potent symbol for what the president's critics called the arbitrary use of Kremlin power, the report said. The Kremlin said Mr. Putin's decision was "guided by humanitarian principles," the report further related. A day earlier, Mr. Putin surprised reporters after his annual year-end news conference by saying he decided to issue a pardon because Mr. Khodorkovsky's mother was ill and the former Yukos chairman had sent a request for leniency. About Yukos Oil Headquartered in Moscow, Yukos Oil -- http://yukos.com/-- was an open joint stock company under the laws of the Russian Federation. Yukos was involved in energy industry substantially through its ownership of its various subsidiaries, which own or are otherwise entitled to enjoy certain rights to oil and gas production, refining and marketing assets. The Company filed for Chapter 11 protection on Dec. 14, 2004 (Bankr. S.D. Tex. Case No. 04-47742), but the case was dismissed on Feb. 24, 2005, by the Hon. Letitia Z. Clark. A few days later, the Russian Government sold its main production unit Yugansk to a little-known firm Baikalfinansgroup for US$9.35 billion, as payment for US$27.5 billion in tax arrears for 2000-2003. Yugansk eventually was bought by state-owned Rosneft, which is now claiming more than US$12 billion from Yukos. On March 10, 2006, a 14-bank consortium led by Societe Generale filed a bankruptcy suit in the Moscow Arbitration Court in an attempt to recover the remainder of a US$1 billion debt under outstanding loan agreements. The banks, however, sold the claim to Rosneft, prompting the Court to replace them with the state- owned oil company as plaintiff. On April 13, 2006, court-appointed external manager Eduard Rebgun filed a chapter 15 petition in the U.S. Bankruptcy Court for the Southern District of New York (Bankr. S.D.N.Y. Case No. 06-0775), in an attempt to halt the sale of Yukos' 53.7% ownership interest in Lithuanian AB Mazeikiu Nafta. On May 26, 2006, Yukos signed a US$1.49 billion Share Sale and Purchase Agreement with PKN Orlen S.A., Poland's largest oil refiner, for its Mazeikiu ownership stake. The move was made a day after the Manhattan Court lifted an order barring Yukos from selling its controlling stake in the Lithuanian oil refinery. On Aug. 1, 2006, the Hon. Pavel Markov of the Moscow Arbitration Court upheld creditors' vote to liquidate OAO Yukos Oil Co. and declared what was once Russia's biggest oil firm bankrupt. On Nov. 23, 2007, the Russian Trading System and Moscow Interbank Currency Exchange stopped trading Yukos shares after the company formally ceased to exist. Mr. Rebgun completed the company's liquidation process after Russia's Federal Tax Service has entered Yukos' liquidation on the Uniform State Register of Legal Entities. As reported in the Troubled Company Reporter-Europe on Nov. 14, 2007, the Moscow Arbitration Court entered an order closing the liquidation proceedings of Yukos, 15 months after it was declared bankrupt on Aug. 1, 2006. ZOGENIX INC: Appoints EVP and Chief Medical Officer --------------------------------------------------- Zogenix, Inc., appointed Bradley S. Galer, M.D., as executive vice president and chief medical officer, effective Dec. 17, 2013. Dr. Galer, 52, served as president of the Pain Group at Nuvo Research Inc., a specialty pharmaceutical company with three commercialized topically delivered pain products, from December 2009 to December 2013. In this position, he oversaw the strategy and operations of the Pain Group, including its commercialization, drug development activities, business development opportunities and liaising with partners. From November 2007 to November 2009, Dr. Galer served as vice president and general manager of the Pain Group at Nuvo Research. Prior to joining Nuvo Research, Dr. Galer was employed at Endo Pharmaceuticals Inc. as senior medical officer and Group vice president, Scientific Affairs, where he was responsible for the departments of Clinical Research and Operations, Medical Affairs, Pharmacovigilance and Medical Liaison from August 2000 to October 2005. He and his team successfully filed new drug applications for Opana ER/IR and Depodur and were instrumental in the clinical and regulatory success of Lidoderm. Dr. Galer has also held numerous other industry positions, along with academic and clinical positions. Dr. Galer received his medical doctorate and a neurology residency at Albert Einstein in New York and two Pain Fellowships, at Memorial Sloane-Kettering in New York and University of California, San Francisco. He also attended the Executive Pharmaceutical Business Programs at both Wharton and Harvard Business School. Upon the commencement of Dr. Galer's employment with the Company, he was granted options to purchase 425,000 shares of common stock of the Company pursuant to Zogenix's Employment Inducement Equity Incentive Award Plan, which provides for the granting of equity awards to new employees of the Company. The options have a ten- year term and an exercise price equal to $3.02, the fair market value of Zogenix common stock on the date of grant. The options vest over a four-year period, with 25 percent of the options vesting on the first anniversary of the date of grant and the remainder vesting in equal monthly installments over the three years thereafter. The award was approved by the independent compensation committee of Zogenix's board of directors and was granted as an inducement material to Dr. Galer entering into employment with Zogenix in accordance with Nasdaq Marketplace Rule 5635(c)(4). In connection with his appointment, the Company and Dr. Galer entered into an employment agreement, effective as of Dec. 17, 2013. Under the Employment Agreement, Dr. Galer's initial annual base salary will be $335,000, which amount will be subject to increase each year at the discretion of the board of directors of the Company or an authorized committee thereof. Commencing in 2014, Dr. Galer will also be eligible to participate in an annual incentive program established by the Board. Dr. Galer's target annual incentive compensation under such incentive program will be 45 percent of his then-applicable annual base salary. The annual bonus payable will be based on the achievement of individual and Company performance goals to be determined in good faith by the Board or an authorized committee of the Board. Dr. Galer will also receive a one-time signing bonus of $60,000, subject to a right of repayment should he leave the Company prior to Dec. 17, 2014. Dr. Galer is also entitled to reimbursement for relocation expenses, up to a total of $100,000, subject to a right of repayment should he leave the Company prior to June 30, 2015. Pursuant to the Employment Agreement, if the Company terminates Dr. Galer's employment without "cause" or if Dr. Galer resigns for "good reason" or Dr. Galer's employment is terminated as a result of his death or following his permanent disability, Dr. Galer or his estate, as applicable, is entitled to the following payments and benefits: (1) his fully earned but unpaid base salary through the date of termination at the rate then in effect, plus all other benefits, if any, under any group retirement plan, nonqualified deferred compensation plan, equity award or agreement, health benefits plan or other group benefit plan to which he may be entitled to under the terms of such plans or agreements; (2) a lump sum cash payment in an amount equal to 12 months of his base salary as in effect immediately prior to the date of termination; (3) continuation of health benefits for a period of 12 months following the date of termination; and (4) the automatic acceleration of the vesting and exercisability of outstanding unvested stock awards as to the number of stock awards that would have vested over the 12-month period following termination had Dr. Galer remained continuously employed by the Company during such period. If Dr. Galer is terminated without cause or resigns for good reason during the period commencing 60 days prior to a "change in control" or 12 months following a change in control, Dr. Galer shall be entitled to receive a lump sum cash payment in an amount equal to his "annual bonus" for the year in which the termination of employment occurs. In addition, in the event of a change in control, the vesting and exercisability of 50 percent of Dr. Galer's outstanding unvested stock awards shall be automatically accelerated and, in the event Dr. Galer is terminated without cause or resigns for good reason within three months prior to or 12 months following a change in control, the vesting and exercisability of 100 percent of Dr. Galer's outstanding unvested stock awards shall be automatically accelerated. The Employment Agreement also contains standard confidentiality, non-competition and non-solicitation covenants. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $54.63 million in total assets, $68.52 million in total liabilities and a $13.88 million total stockholders' deficit. * 5 Companies May Not Survive Past 2014, Report Says ---------------------------------------------------- Jonathan Berr, writing for The Fiscal Times, reports that five companies may not survive past 2014. These companies are: 1. Martha Stewart Living Omnimedia The report notes that revenues in Martha Stewart Living's publishing business have fallen year-over-year for seven straight quarters, and during the company's third quarter, its only profitable business was merchandising. 2. Zynga Zynga, the creator of FarmVille and Words With Friends, has suffered a serious drought of follow-up hits, according to the report. 3. Sears Holdings The report notes sales have fallen at the company for 27 straight quarters. 4. Radio Shack The report says Radio Shack has been struggling to keep pace with technology and stave off fiscal oblivion for years. The report adds Radio Shack is in such poor shape that it's unlikely that a buyer would rescue it, at least before it shutters poorly performing stores. 5. MySpace The report notes that under new management, MySpace has tried to reinvent itself as a social music service. Though it has attracted some 36 million users, profits haven't followed and the company announced in November that it had laid off 5 percent of its staff. According to Business Insider, MySpace lost $43 million in 2012. The report notes MySpace still must find a way to compete against a slew of larger, more popular music services such as those from Apple and Spotify. "We're not predicting that they will go out of business tomorrow, or anytime soon. They will, however, continue to face a tough road ahead -- and all will have to make significant changes if they're to become Wall Street's darling comeback stories of future years," Mr. Berr said. A copy of the report is available at http://is.gd/nqRkDW * Fitch: US Repo Market Declines Underscore Possible Policy Risks ----------------------------------------------------------------- The U.S. tri-party repo market declined during 2013 amid regulatory developments and an uptick in interest rates last spring, according to a Fitch Ratings' report. Figures available through early November show the U.S. triparty repo market declined $236 billion in 2013. A key driver was a 26% decline ($208 billion) in repos backed by agency mortgage-backed securities (MBS) and collateralized mortgage obligations (CMO). Over the same period, equities and structured finance collateral increased by approximately 21%, although this increase came from a lower base percentage. Equities and structured finance are generally lower quality but less interest rate-sensitive than Treasury or agency securities. The overall tri-party repo market represents approximately $1.63 trillion as of Nov. 12, according to figures recently released by the Federal Reserve Bank of New York. Fitch partially attributes the decline in agency MBS and Treasury repo to the interest rate rises that began in early May. For some fixed income investors, ensuing valuation losses on bond holdings were magnified by the use of leverage, particularly repos. Fitch notes that the future direction of U.S. monetary policy, including the Federal Reserve's quantitative easing (QE) program, is an important factor for agency MBS repo, influencing the amount of these securities available in the market and their valuations. Potential regulatory constraints include the Basel III leverage ratio, which would increase repo capital charges relative to current risk-based rules, and the focus on 'fire sale risks,' if resulting in new regulations or supervisory limitations. Haircuts, a measure of the degree of overcollateralization within a repo transaction, were little changed for the tri-party market in 2013. Median haircuts for both agency MBS and Treasurys remained at 2% throughout 2013, implying no change in leverage amid the uncertainties from interest rate volatility and October's debt ceiling impasse. As policymakers address risks emanating from the repo market, they face a balance between mitigating the potential for 'fire sales' versus the utility of repos in providing liquidity and funding across a range of securities markets. Indeed, for repo market participants, one of the main uncertainties is the evolving policy environment. * Dechert Lawyer Helped Keep Mergers on Track --------------------------------------------- Brent Kendall, writing for The Wall Street Journal, reported that top antitrust lawyers constantly juggle work for clients, but for Dechert LLP lawyer Paul Denis, the art of multitasking crescendoed over the summer. According to the report, Mr. Denis was meeting with lawyers and economists to put the final touches on a presentation in favor of client OfficeMax Inc.'s proposed merger with Office Depot Inc. when he got a morning phone call from Justice Department antitrust chief Bill Baer. The U.S. was suing to block the merger of American Airlines parent AMR Corp. and US Airways Group Inc., another of Mr. Denis's clients. Mr. Denis, 55 years old, alerted US Airways, read through the government's lawsuit and began planning next steps in what was shaping up as a blockbuster antitrust case, the report related. He proceeded to the Federal Trade Commission for the day's scheduled OfficeMax presentation. "I've never had two deals track each other so closely," he said. In both cases, his clients ended up happy, the report said. The deals add to a 30-year list of highlights for Mr. Denis, a Detroit native and veteran of four law firms who dove into antitrust law straight out of University of Michigan Law School. The father of two hockey-crazed teenagers joined Dechert in 2005. He also has worked at the Justice Department, where he helped sue Ivy League schools for alleged price fixing on student aid and was a principal writer of government guidelines for evaluating proposed mergers. The FTC cleared the office-supply merger on Nov. 1, while the airlines reached a settlement nearly two weeks later that allowed them to complete their merger in exchange for giving up space at some airports, the report further related. * BOND PRICING -- For Week From Dec. 23 to 27, 2013 --------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- AES Eastern Energy LP AES 9.670 4.1250 1/2/2029 AES Eastern Energy LP AES 9.000 1.7500 1/2/2017 Alion Science & Technology Corp ALISCI 10.250 73.2500 2/1/2015 Brookstone Co Inc BKST 13.000 89.0000 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.375 37.5000 12/15/2014 Cengage Learning Acquisitions Inc TLACQ 10.500 17.7500 1/15/2015 Cengage Learning Acquisitions Inc TLACQ 12.000 13.6250 6/30/2019 Cengage Learning Acquisitions Inc TLACQ 10.500 17.7500 1/15/2015 Champion Enterprises Inc CHB 2.750 0.3750 11/1/2037 Energy Conversion Devices Inc ENER 3.000 7.8750 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 8.3750 1/30/2037 Energy Future Holdings Corp TXU 5.550 36.1100 11/15/2014 FiberTower Corp FTWR 9.000 0.6250 1/1/2016 James River Coal Co JRCC 7.875 24.2000 4/1/2019 James River Coal Co JRCC 4.500 33.0000 12/1/2015 James River Coal Co JRCC 10.000 26.0000 6/1/2018 James River Coal Co JRCC 10.000 52.5000 6/1/2018 James River Coal Co JRCC 3.125 21.1250 3/15/2018 LBI Media Inc LBIMED 8.500 30.0000 8/1/2017 Lehman Brothers Holdings Inc LEH 1.000 18.8750 8/17/2014 Lehman Brothers Holdings Inc LEH 1.000 18.8750 8/17/2014 Lehman Brothers Inc LEH 7.500 19.0000 8/1/2026 Mashantucket Western Pequot Tribe MASHTU 6.500 14.1000 7/1/2036 MF Global Holdings Ltd MF 1.875 49.0000 2/1/2016 NII Capital Corp NIHD 10.000 53.5000 8/15/2016 Platinum Energy Solutions Inc PLATEN 14.250 63.3750 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.1250 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.1250 11/15/2024 Pulse Electronics Corp PULS 7.000 75.8420 12/15/2014 Residential Capital LLC RESCAP 6.875 35.8750 6/30/2015 Savient Pharmaceuticals Inc SVNT 4.750 0.2480 2/1/2018 School Specialty Inc/Old SCHS 3.750 37.8750 11/30/2026 Scotia Pacific Co LLC MXM 6.550 0.8750 1/20/2007 Sorenson Communications Inc SRNCOM 10.500 74.1250 2/1/2015 Sorenson Communications Inc SRNCOM 10.500 74.1250 2/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.0000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.0000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 6.6250 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 7.1710 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 29.0000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 6.5000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 6.2500 11/1/2016 THQ Inc THQI 5.000 25.6880 8/15/2014 TMST Inc THMR 8.000 16.1250 5/15/2013 USEC Inc USU 3.000 32.9510 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 8.750 35.0500 2/1/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 44.5000 8/1/2016 WCI Communities Inc/Old WCI 4.000 0.7500 8/5/2023 Western Express Inc WSTEXP 12.500 61.2500 4/15/2015 Western Express Inc WSTEXP 12.500 61.2500 4/15/2015 YRC Worldwide Inc YRCW 6.000 94.4690 2/15/2014 ********* 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 ***