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/raid1/www/Hosts/bankrupt/TCR_Public/140114.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, January 14, 2014, Vol. 18, No. 13 Headlines 1650473 ONTARIO: Scrapmen & Boparai Goes Into Receivership 22ND CENTURY: Hal Mintz Has 3.3% Equity Stake as of Dec. 31 ALLENS INC: Court Grants Final Approval of $119MM BofA Loan ALLIED SYSTEMS: To Have Retired Employees Committee ALLY FINANCIAL: Declares Dividends on Preferred Stock AMERICAN AIRLINES: US Airways Bags a Rival, at a High Price AMERIGO ENERGY: Reports Potential Acquisitions and Investments APPLIED SYSTEMS: Moody's Assigns 'B3' Corporate Family Rating APPLIED MINERALS: Director Evan Stone Quits to Join New Firm AVSC HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable BATS GLOBAL: Moody's Assigns 'B1' CFR & Alters Outlook to Stable BERRY PLASTICS: Inks $1.1-Bil. Loan Agreement with Credit Suisse BIOZONE PHARMACEUTICALS: Unit Completes Merger with Cocrystal BLACK CAT, LOS GATOS: Store Closing, Liquidation Sale Begins BLOCKBUSTER INC: Raleigh's Last Store Closes CDFI PHASE: Fitch Ups Rating on 2005B Subordinate Bonds From BB+ CEDAR RIVER DEV'T: Foreclosure Auction Postponed Until Feb. 21 CENTURY PLAZA: May Consent to Release Agreement Over Mall CHARTER COMMUNICATIONS: Makes $37.4B Offer for Time Warner Cable CHRYSLER GROUP: S&P Lifts CCR to 'BB-' on Core Status to Parent COLLEGE WAY: Jan 15 Hearing on Request to Use ECP College's Cash COLLEGE WAY: Files Schedules of Assets and Liabilities COMARCO INC: VP and Chief Accounting Officer Resigns COMMUNICATION INTELLIGENCE: Sells $2.1 Million Units COMPREHENSIVE CARE: Ramon Martinez Named President CONSTAR INTERNATIONAL: Has Feb. 6 Auction for U.S. Assets DETROIT, MI: Foundations Pledge $330 Million in Assistance DETROIT, MI: Retirees' Committee Sues Over Benefits Cuts DIOCESE OF STOCKTON, CA: To Seek Ch. 11 Bankruptcy Wednesday DOLAN CO: Amends Credit Agreement Amid Restructuring Talks DOLPHIN BAY: Jan. 14 Final Hearing on Bid to Use Cash Collateral EDISON MISSION: Seeks to Terminate Retirees' Health Benefits EXCELLIUM INC: Changes Name to "XL-ID Solutions Inc." EXIDE TECHNOLOGIES: Creditors' Panel Taps Geosyntec as Consultants FAIRMONT GENERAL: Court Signs Consent Order Over Series 2008 Bonds FIAT SPA: S&P Affirms 'BB-' LT CCR Over Chrysler Takeover FIRST DATA: Sells $725 Million Additional 11.75% Senior Notes FRED'S INC: Poor Holiday Results Point to Retailer's Sale FREE HORIZON: Fitch Withdraws 'BB-' Rating on $6.3-Mil. Bonds GENERAL MOTORS: 'Closest It Has Ever Been' to Reinstating Dividend GLOBAL AVIATION: World Airways Fails to Reach Deal with Teamsters GMG CAPITAL: Files Schedules of Assets and Liabilities GMG CAPITAL: Olshan Frome Approved as Bankruptcy Counsel GMX RESOURCES: U.S. Trustee Objects to Confirmation of Plan GREENESTONE HEALTHCARE: Amends FY 2012 Report HOG BROTHERS: Central Railroad Company Suit Goes to Trial HOSPITALITY STAFFING: Conway Mackenzie Approved to Provide CRO HOSPITALITY STAFFING: Epiq Approved as Administrative Advisor HOSPITALITY STAFFING: Files Schedules of Assets and Liabilities HOSPITALITY STAFFING: Saul Ewing Okayed as Bankruptcy Counsel IDB HOLDING: G. Willi-Food Announces Repayment of Convertible Loan ILG INC: Case Summary & 20 Largest Unsecured Creditors IRONSTONE GROUP: Burr Pilger Replaces Madsen as Accountants JACKSONVILLE BANCORP: Directors Bill Klich, Terrie Spiro Resign LANDAUER HEALTHCARE: Balks at Rival's Motion to Litigate NY Suit LIGHTSQUARED INC: Hearing Focuses on Dish Maneuvers LIME ENERGY: Grants $70,000 Cash Bonuses to CEO and CFO LONE PINE: Bankruptcy Court Approves Restructuring Plan MERRIMACK PHARMACEUTICALS: Credit Suisse Owns Less Than 1% Stake MOBILESMITH INC: Issues 1.4 Million Common Shares to Grasford NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'B3' NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Performance NPS PHARMACEUTICALS: Expects $31.5-Mil. Global Sales for 2013 NUSTAR PIPE: Fitch Affirms B+ Rating on Jr. Subordinated Notes OPPENHEIMER PARTNERS: Bankruptcy Case Administratively Closed OVERSEAS SHIPHOLDING: Inks Deal to Resolve Deutsche Bank Claims OVERSEAS SHIPHOLDING: Plans to Outsource Technical Management PICCADILLY RESTAURANTS: Hires CBRE Inc as Real Estate Broker PICCADILLY RESTAURANTS: Atalaya Successfully Blocks FTI Hiring PLY GEM: Moody's Rates New $380MM Sr. Unsecured Notes 'B2' PROWLER ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating RIH ACQUISITIONS: Atlantic Club to Make Donations In Lieu of Taxes RITE AID: Files Form 10-Q, Posts $71.5 Million Net Income in Q3 SANDRIDGE ENERGY: S&P Affirms 'B' Corp. Credit Rating on Sale Plan SEARS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1' SEVEN COUNTIES SERVICES: Nunc Pro Tunc Hiring of Deming Denied SOPA SQUARE: Falls Into Interim Receivership SOUNDVIEW ELITE: Stuarts Walker Employment Has Limited Approval SOUTH FLORIDA SOD: Court Okays Hiring of Campbell Law as Counsel ST. CATHERINE'S HOSPITAL: Seeking Bids to Dispose of X-Rays, Docs STANS ENERGY: Feb. 6 Hearing Scheduled for Arbitration Proceedings TALON INTERNATIONAL: Obtains New $8.5MM Loan From Union Bank TAMARACK RESORT: Assets Being Sold Through Sheriff's Sale TRAVELPORT LIMITED: Jeff Clarke Resigns From Board TRONOX INC: Anadarko Files Brief on Kerr-McGee's Offset Claim UNI-PIXEL INC: Delays Production of InTouch Sensors Until Q2 UNIVISION COMMUNICATIONS: Fitch Rates Proposed $1.5-Bil. Loan 'B+' UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+' VERITY CORP: Amends Contract for Deed with Duane Spader WILLOW CREEK: Seeks Authority to Employ Cotton Driggs as Counsel WOODEN RULER: Foreclosure Auction Reset to Feb. 21 WORLD SURVEILLANCE: Revokes 12-Mil. Shares Issued to Executives XL-ID SOLUTIONS: Submits Proposal to Creditors Under BIA YRC WORLDWIDE: S&P Puts 'CCC' Rating on CreditWatch Negative * Default Rate to Continue Decline in 2014, Moody's Says * Ferry Route Cancellation May Bankrupt BC Biz, Study Shows * Moody's: US Subprime Auto Credit to Continue to Weaken Gradually * NADA Predicts 16.4 Million U.S. Light Vehicles Sales in 2014 * New Chapter for Detroit Auto Makers * Privately-Owned Companies Likely to Face More Distress This Year * Moelis Is Said to Ready a Potential Public Offering * Marla B. Matthews Joins Cleveland, Waters & Bass * Jan P. Myskowski Joins Cleveland, Waters & Bass * Orrin Harrison Joins Gruber Hurst Johansen as Partner * Holwell Shuster & Goldberg Promotes Avi Israeli to Partner * U.S. Bankruptcy Court Judge Burton R. Lifland Dies * Large Companies With Insolvent Balance Sheet ********* 1650473 ONTARIO: Scrapmen & Boparai Goes Into Receivership ---------------------------------------------------------- AMM News reports that an Ontario metal recycler, exporter and auto shredding facility has been put into temporary receivership under the Canadian Bankruptcy and Insolvency Act for defaulting on Canadian $17 million ($15.8 million) in loans. The report relates that the affairs of 1650473 Ontario Inc., also known as Scrapmen & Boparai Trading Co., along with 2328247 Ontario Inc., also known as Canada Steel, which operate at the same location in Hamilton, are both owned by Rantej Boparai, according to documents filed in the Ontario Superior Court of Justice. Duff & Phelps Canada Restructuring Inc. has been named interim receiver for the business. The court documents indicate that two companies are in default on C$17 million in loans from the Bank of Montreal, which asked the court to appoint a receiver because it said it was concerned that the debtors would try to remove assets from the property, according to the report. The report notes that the bank said it hired a company in December to conduct a field examination, but the field exam team was unable to secure many financial documents it requested from the owner. 22ND CENTURY: Hal Mintz Has 3.3% Equity Stake as of Dec. 31 ----------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Hal Mintz and his affiliates disclosed that as of Dec. 31, 2013, they beneficially owned 1,666,666 shares of common stock of 22nd Century Group, Inc., representing 3.35 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/K0Tt7G About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century incurred a net loss of $6.73 million in 2012, as compared with a net loss of $1.34 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.84 million in total assets, $20.84 million in total liabilities and a $17 million total shareholders' deficit. Freed Maxick CPAs, P.C., in Buffalo, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013. ALLENS INC: Court Grants Final Approval of $119MM BofA Loan ----------------------------------------------------------- The Bankruptcy Court in December authorized Allens, Inc., to: i) obtain credit and incur debt on a final basis until Feb. 14, 2014, (the termination date) up to the aggregate amount of $119,166,156 at any time outstanding (inclusive of debt previously extended by the Prepetition First Lien Secured Parties (Bank of America, N.A., as agent and the lenders and other financial institutions party thereto or which have extended credit); and ii) use cash collateral, the proceeds of the loans made under the DIP Credit Agreement and of Letters of Credit issued under the DIP Credit Agreement. The Debtor would use the loan to continue operations and to administer and preserve the value of their estates. The Debtors have been unable to obtain unsecured credit allowable on more favorable terms and conditions than those provided in the DIP Credit Agreement, the other DIP Loan Documents. As adequate protection from any diminution in value of the lenders' collateral, the Debtor will grant replacement liens on real and personal property, a superpriority administrative claim status, subject to carve out on certain expenses. In a separate order, the Court overruled the objection filed by Razorback Farms, Inc. and Central Sales Produce, Inc. on the use of cash collateral. The Court said the holders of allowed PACA claims are sufficiently protected without requiring the Debtor to fund a separate PACA trust account. About Allens Inc. Siloam Springs, Arkansas-based Allens, Inc., a maker of canned and frozen vegetables in business since 1926, filed for bankruptcy (Bankr. W.D. Ark. Case No. 13-73597) on Oct. 28, 2013, seeking to sell some divisions or reorganize as a new company. The Debtors' proposed counsel are Stan D. Smith, Esq., Lance R. Miller, Esq., and Chris A. McNulty, Esq., at Mitchell, Williams, Selig, Gates & Woodyard, P.L.L.C., in Little Rock, Arkansas; and Nancy A. Mitchell, Esq., Maria J. DiConza, Esq., and Matthew L. Hinker, Esq., at Greenberg Traurig, LLP, in New York. Jonathan Hickman of Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. Cary Daniel, Nick Campbell and Markus Lahrkamp of A& serve as assistant CROs. Lazard Freres & Co. LLC and Lazard Middle Market LLC serve as investment bankers, while GA Keen Realty Advisors, LLC, serves as real estate advisor to the Debtors. The Official Committee of Unsecured Creditors has tapped Eichenbaum Liles P.A.'s Martha Jett McAlister, Esq.; and Cooley LLP's Cathy Hershcopf, Esq., Jeffrey L. Cohen, Esq., Seth Van Aalton, Esq., and Robert B. Winning, Esq., as counsel. Bankruptcy Judge Ben Barry has authorized Allens Inc. and All Veg, LLC to designate Seneca Foods Corporation as the stalking horse purchaser for substantially all of the Debtors' assets. The Court also approved the procedures governing the bidding and auction of the Debtors' assets. Seneca signed an agreement to purchase the Debtors' assets for $148 million plus assumption of specified debt. The deadline for submitting bids for the assets or any portion thereof is Jan. 27. If a bid other than the bid of the stalking horse purchaser is timely received by Allens, the auction will take place on Feb. 3 at the offices of Greenberg Traurig in New York. Counsel to the stalking horse purchaser is Tim C. Loftis, Esq., at Jaeckle, Fleishmann & Mugel, LLP, in Buffalo, New York. Local counsel to the stalking horse purchaser is Charles T. Coleman, Esq., at Wright, Lindsey & Jennings, LLP, in Little Rock, Arkansas. ALLIED SYSTEMS: To Have Retired Employees Committee --------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware ordered the U.S. Trustee for Region 3 to form an official committee of retired employees in the Chapter 11 case of Allied Systems Holdings, Inc. BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by the law firms of Troutman Sanders, Gowling Lafleur Henderson, and Richards Layton & Finger. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- The Ally Financial Inc. board of directors has declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on Jan. 2, 2014, and are payable on Feb. 18, 2014. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of approximately $46.6 million, or $18.08 per share, and is payable to shareholders of record as of Feb. 1, 2014. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of approximately $22 million, or $0.53 per share, and is payable to shareholders of record as of Feb. 1, 2014. 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. As reported by the TCR on Dec. 23, 2013, Moody's Investors Service upgraded the corporate family rating (CFR) of Ally Financial Inc. to Ba3 from B1. The upgrade of Ally's corporate family rating follows the U.S. Bankruptcy Court's approval of ResCap LLC's (unrated) Chapter 11 plan, which releases Ally from mortgage- related creditor claims originating from its ownership of ResCap. AMERICAN AIRLINES: US Airways Bags a Rival, at a High Price ----------------------------------------------------------- William McConnell, writing for The Deal, reported that US Airways Group Inc.'s $11 billion takeover of American Airlines Inc. was one of the industry-altering transactions of 2013. The merger, had the settlement between the carriers and the U.S. Department of Justice been approved in November, only three legacy carriers will serve the U.S. with truly nationwide route networks and international capacity. According to the report, US Airways and American disagree with the allegations made by the Justice Department against their merger and complain that they paid a higher price to the government than they feel was warranted. US Airways and American, the report added, feel they are bearing the brunt for the DOJ's regret over earlier approvals of the United/Continental and Delta/Northwest deals. The report said executives at US Airways and American had expected the Justice Department's Antitrust Division to use the same city- to-city analysis that allowed the merger of United/Continental and Delta/Northwest. Instead, prompted in part by the consolidation brought on by those two previous mergers, the DOJ applied an antitrust analysis more akin to the national network framework the agency used in its successful effort to block AT&T Inc.'s attempt to acquire T-Mobile USA Inc. in 2011, the report related. The carriers say the DOJ is now restructuring the industry, and the last of the legacy carriers to the merger game are paying much of the cost for the whole industry's perceived sins, the report related. About American Airlines AMR Corp. and its subsidiaries including American Airlines, the third largest airline in the United States, filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost-cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so-called U.S. legacy airlines to seek court protection from creditors. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERIGO ENERGY: Reports Potential Acquisitions and Investments -------------------------------------------------------------- Amerigo Energy, Inc., said it has been evaluating key alliances and strategies for the Company to continue to build shareholder value. Jason Griffith, chief executive officer of Amerigo Energy, stated, "One of the ways we are working towards increasing shareholder value is by evaluating existing revenue producing and cash flow positive companies as potential acquisition targets. We have found particular interest in the technology space and are going to continue our due diligence on potential acquisitions and investments." The Company will notify shareholders of any developments once they are finalized. The Company also noted the cancellation of a consulting contract which will return and cancel 1,000,000 shares of the Company's common stock. Mr. Griffith continued, "As has been stated previously, the Company is committed to maintaining the integrity of the capitalization structure of the company and this is another indication of our desire to focus on shareholder value." About Amerigo Henderson, Nevada-based Amerigo Energy, Inc., is aggressively looking for potential oil leases to acquire as well as businesses which will fit with the Company's strategy. Its wholly-owned subsidiary, Amerigo, Inc., incorporated in Nevada on Jan. 11, 2008, holds minimal assets, including oil lease interests. The Company's balance sheet at Sept. 30, 2013, showed $2.36 million in total assets, $2.86 million in total liabilities and a $499,798 total stockholders' deficit. "The Company has incurred cumulative net losses of approximately $16,431,661 since its inception and requires capital for its contemplated operational and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of the common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. APPLIED SYSTEMS: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned the following ratings to MiddleCo, Applied Systems, Inc.: B3 corporate family rating (CFR), B3-PD probability of default rating (PDR), B1 ratings to the $675 million first lien term loan and $50 million revolving credit facility, and Caa2 rating to the $375 million second lien term loan. The rating outlook is stable. Rating Rationale The B3 CFR reflects Applied Systems' exceptionally high pro-forma leverage of nearly 9.0 times (Moody's adjusted debt to EBITDA) resulting from the debt incurred to fund the company's sale, for about 14 times EBITDA, to private equity investors Hellman Friedman and JMI Equity from another private equity firm. The rating also takes into account Applied System's relatively small scale and concentrated business profile as a niche provider of software services, primarily enterprise automation solutions for retail agents, to the property and casualty (P&C) insurance distribution industry. The leverage burden leaves Applied Systems virtually no room for operational error or to respond effectively to competitive pressures or changing market conditions, should they arise. As well, the incremental interest expense cuts into its liquidity, constraining its ability to invest in acquisitions for growth. Moody's believes that significant profit expansion in line with management expectations will be necessary for the company to grow its way out from under its debt load and bring leverage to a level more in line with B3-rated peers. Nevertheless, Applied Systems does have a leading market position (as the smaller of two main software providers in the P&C space), a recurring revenue base driven by a subscription hosting model and high levels of maintenance renewals, and a record of solid operating performance through economic cycles in a business requiring minimal capital investment. Applied Systems' customer base is stable, and more diversified as a result of recent acquisitions, and would incur significant switching costs to change software providers given the need for agencies to maintain an uninterrupted insurance distribution channel. The stable outlook reflects our expectation that Applied Systems will continue to maintain its solid market position and generate consistent levels of profitability (EBITDA margins in the mid-40% range) and improving free cash flows (averaging $45 million) over the next couple of years. Moody's expects the company to reduce leverage to under 8.0 times (adjusted debt to EBITDA) by the end of 2015. "The ratings could be upgraded if Applied Systems were to achieve sustained revenue and profit growth that would enable the company to reduce its debt-to-EBITDA ratio to near or below 7.0 times for an extended period, as we do not foresee deleveraging through debt paydowns. The rating could face downward pressure if we expect declining revenue or profitability, or weaker sustained free cash flow, or if financial leverage is not brought down meaningfully by the end of 2015," Moody's said. The following ratings were assigned: Corporate Family Rating (CFR) -- B3 Probability of Default Rating (PDR) -- B3-PD $50 million Senior Secured Revolving Credit Facility -- B1 (LGD-3, 31%) $675 million First Lien Term Loan -- B1 (LGD-3, 31%) $375 million Second Lien Term Loan -- Caa2 (LGD-5, 85%) The rating outlook is stable. Applied Systems, Inc., with Moody's-projected 2014 revenues of $260 to $270 million, is a provider of software solutions to the P&C insurance industry, with a focus on insurance brokers. APPLIED MINERALS: Director Evan Stone Quits to Join New Firm ------------------------------------------------------------ Evan Stone resigned as a director of Applied Minerals, Inc., on Dec. 31, 2013. Mr. Stone, a lawyer, resigned because he joined a new law firm as of Jan. 1, 2014, and it is the policy of the new firm that its lawyers may not serve as directors of public companies. 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. AVSC HOLDING: S&P Assigns 'B' Corp. Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned AVSC Holding Corp. its 'B' corporate credit rating. The outlook is stable. In addition, S&P assigned its issue-level and recovery ratings to AVSC Holding Corp.'s $565 million first-lien credit facilities, consisting of a $505 million term loan due 2021 and $60 million revolving credit facility due 2019. S&P rated this debt 'B+' (one notch higher than the 'B' corporate credit rating on the company) with a recovery rating of '2', indicating S&P's expectation of substantial (70%-90%) recovery for lenders in the event of a payment default. S&P also assigned AVSC Holding Corp.'s $180 million second-lien term loan due 2022 its 'CCC+' issue-level rating (two notches lower than its 'B' corporate credit rating on the company). The recovery rating on this debt is '6', indicating S&P's expectation of negligible (0% to 10%) recovery for lenders in the event of a payment default. In addition, S&P is affirming its 'B' corporate credit rating on Audio Visual Services Group Inc. and withdrawing the rating. The company's increased scale and good operating performance since its November 2012 acquisition of competitor Swank Holdings Inc. supports the slight increase in debt leverage associated with the sale to another private equity sponsor. S&P is withdrawing the rating because it do not expect future issuance at this entity. "The 'B' rating on AVSC Holding Corp. reflects its private equity ownership, substantial debt leverage, and high capital intensity," said Standard & Poor's credit analyst Hal Diamond. "The rating also reflects AVSC's cash flow concentration in the hotel meetings and conferences business, its customer concentration, and competitive pressure to increase commissions paid to venue-hosting hotels." The company is the only outsourced provider of audiovisual services to the U.S. hotel industry with a national footprint. The stable outlook reflects Standard & Poor's view that, absent a prolonged downturn in the U.S. hotel industry (which S&P do not expect), debt leverage will gradually moderate over the next few years. BATS GLOBAL: Moody's Assigns 'B1' CFR & Alters Outlook to Stable ---------------------------------------------------------------- Moody's assigned a B1 corporate family rating and B1 rating to new credit facilities arranged by BATS Global Markets Holdings Inc. The rating outlook is stable, whereas the outlook on the existing credit facilities had been positive. Ratings Rationale BATS is a new holding company formed to consummate the merger between BATS Global Markets Inc and Direct Edge Holdings LLC. The new credit facilities consist of a $450 million six-year senior secured term loan and a $100 million three-year senior secured revolving credit facility. The facilities will be used principally to refinance the existing term loan at BGMI and pay distributions to shareholders. BGMI will become a wholly-owned subsidiary of BATS and will be merged into Direct Edge Holdings LLC. As a result the rating of BGMI's term loan will be withdrawn upon repayment. Moody's affirmed the existing B1 ratings of BGMI and changed the outlook to stable from positive. The return to a stable outlook reflects the plan to pay a substantial dividend to shareholders, beyond excess working capital, resulting in an increase in leverage within the BATS corporate family. This aggressive financial policy and a greater tolerance for leverage than Moody's had expected reduces the likelihood of a higher rating over the next year or two, making a stable rating outlook more appropriate. Provided strong operating performance continues, future shareholder distribution policies are likely to be an important rating driver -- upward or downward. The B1 corporate family and senior debt ratings of BATS continue to reflect the sound strategic rationale for the merger. If executed successfully, BATS' merger with Direct Edge will create a major exchange operator with six primary execution platforms in the US and Europe. In the long run, the merger should result in substantial cost savings and is a logical response to currently depressed industry trading volumes. Nonetheless, costs to achieve these merger expense synergies could be significant in 2014. Moody's expects the firm to continue to post high operating margins and generate significant cash flows. This also supports the B1 rating despite the firm's shareowner-friendly distribution policies. The B1 ratings also reflects BATS' heavy reliance on US equities trading, which is a commoditized and intensely competitive business, as well as the firm's relatively short operating history. Furthermore, regulatory concerns about fragmentation of the US equity markets and the dependence of exchanges on high frequency trading firms for order flow, could lead to regulatory changes that would force alterations on BATS' business model. Nevertheless, BATS has built an efficient transaction-driven business model, which has resulted in strong profitability, despite operating at lower net capture rates than incumbent exchanges. BATS is a global financial technology company headquartered in Kansas City that operates electronic trading markets in the US and Europe. BERRY PLASTICS: Inks $1.1-Bil. Loan Agreement with Credit Suisse ---------------------------------------------------------------- Berry Plastics Group, Inc., Berry Plastics Corporation and certain of its subsidiaries, on Jan. 6, 2014, entered into an Incremental Assumption Agreement with Credit Suisse AG, Cayman Islands Branch, to borrow an incremental amount of $1,125,000,000 under Berry's existing term loan credit agreement. The loans borrowed on that date bear interest at LIBOR plus 2.75 percent per annum with a LIBOR floor of 1.00 percent, mature on Jan. 6, 2021, and are subject to customary amortization. If certain specified repricing events occur prior to July 6, 2014, Berry will pay a fee to the applicable lenders equal to 1.00 percent of the outstanding principal amount of the Term E Loans subject to that repricing event. The proceeds of the Term E Loans were used to repay in full all of Berry's outstanding Term C Loans pursuant to, and as defined in, Berry's existing term loan credit agreement. About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. The Company's balance sheet at Sept. 28, 2013, the Company had $5.13 billion in total assets, $5.33 billion in total liabilities and a $196 million stockholders' deficit. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BIOZONE PHARMACEUTICALS: Unit Completes Merger with Cocrystal ------------------------------------------------------------- Biozone Pharmaceuticals, Inc., Biozone Acquisitions Co., Inc., a wholly-owned subsidiary of Biozone (the "Merger Sub"), and Cocrystal Discovery, Inc., entered into and closed an Agreement and Plan of Merger effective Jan. 2, 2014. Pursuant to the Merger Agreement, Merger Sub merged with and into Cocrystal, with Cocrystal continuing as the surviving corporation and a wholly- owned subsidiary of Biozone. In connection with the Merger Agreement, Biozone issued to Cocrystal's security holders 1,000,000 shares of Biozone's Series B Convertible Preferred Stock. The Series B shares: (i) automatically convert into shares of Biozone's common stock at a rate of 205.08308640 shares for each share of Series B at such time that Biozone has sufficient authorized capital, (ii) are entitled to vote on all matters submitted to shareholders of Biozone and vote on an as converted basis and (iii) have a nominal liquidation preference. Additionally, Biozone assumed all of the outstanding stock options under the Cocrystal 2007 Equity Incentive Plan. A total of 4,402,899 options were assumed and are presently outstanding. A full-text of the Merger Agreement is available for free at: http://is.gd/X3WxrM In connection with the Merger, Biozone appointed Dr. Gary Wilcox, Dr. Sam Lee, Dr. Roger Kornberg, Dr. Phillip Frost, Dr. Jane Hsiao and Steven Rubin to its Board of Directors. Elliot Maza, Roberto Prego-Novo and Brian Keller, directors of Biozone, resigned effective at the time of the closing of the Merger. Following the Merger, the Biozone Board of Directors is set at six directors. Additionally, the following individuals were appointed as executive officers of Biozone: * Gary Wilcox Chief Executive Officer and Secretary * Sam Lee President * Gerald McGuire Chief Financial Officer and Treasurer Dr. Wilcox has served as Cocrystal's Chairman since 2007 and chief executive officer since 2008. Dr. Wilcox is 66 years old. Dr. Lee has served as Cocrystal's president since 2007. Dr. Lee is 54 years old. Mr. McGuire has served as Cocrystal's interim chief financial officer since April 2012. Since 1990, Mr. McGuire has served as a consulting chief financial officer at Forte Design Systems, Inc., a provider of high-level synthesis software products. Since November 2011, Mr. McGuire has served as a consulting chief financial officer at Yapta, Inc., a travel technology company. From 2007 until August 2009, Mr. McGuire was an outsourced chief financial officer at vCFO Holdings, Inc., a financial consulting business. Mr. McGuire is 66 years old. Pursuant to the Merger, Biozone entered into employment agreements with Dr. Wilcox and Dr. Lee. Dr. Wilcox's employment agreement provides for: (i) an annual salary of $250,000, (ii) an annual target bonus equal to 50 percent of base salary, (iii) 24,598,073.50 stock options of which 25 percent vest on Jan. 2, 2015, and the remaining vest thereafter in 36 equal monthly increments. Dr. Lee's employment agreement provides for: (i) an annual salary of $180,000, (ii) an annual target bonus equal to 25 percent of base salary, (iii) 6,149,518.38 stock options of which 25 percent vest on Jan. 2, 2015, and the remaining vest thereafter in 36 equal monthly increments. The option grants are subject to Board of Directors approval and will have an exercise price equal to the fair market value of Biozone's common stock at the time of grant as determined by the Board of Directors. Elliot Maza, Brian Keller and Christian Oertle, the pre-Merger Biozone executive officers, resigned from all of their positions with Biozone. On Dec. 31, 2013, Biozone filed a Certificate of Designation designating the Series B stock. Closes Asset Purchase Agreement On Jan. 2, 2014, Biozone, Biozone Laboratories, Inc. (Bio Lab), Baker Cummins Corp., Brian Keller, MusclePharm Corporation and Biozone Laboratories, Inc. (Acquisition Co), a newly formed subsidiary of Musclepharm, closed its previously announced Asset Purchase Agreement. At closing, Acquisition Co. acquired substantially all of the operating assets of Biozone including the QuSomes, HyperSorb and EquaSomes drug delivery technologies (excluding certain assets including cash on hand) for 1,200,000 shares of Musclepharm's common stock. Of the 1,200,000 shares issued under the Agreement, (i) 600,000 of the shares were issued to the Company upon closing and (ii) 600,000 of the shares were placed in escrow for nine months from the date of closing. During the Escrow Period, Musclepharm will have the option to purchase the Escrowed Shares at $10.00 per share in cash. The Escrowed Shares will also back-stop potential indemnification claims that Acquisition Co. may have under the Agreement. About Biozone Pharmaceuticals Biozone Pharmaceuticals, Inc., formerly, International Surf Resorts, Inc., was incorporated under the laws of the State of Nevada on Dec. 4, 2006, to operate as an internet-based provider of international surf resorts, camps and guided surf tours. The Company proposed to engage in the business of vacation real estate and rentals related to its surf business and it owns the Web site isurfresorts.com. During late February 2011, the Company began to explore alternatives to its original business plan. On Feb. 22, 2011, the prior officers and directors resigned from their positions and the Company appointed a new President, Director, principal accounting officer and treasurer and began to pursue opportunities in medical and pharmaceutical technologies and products. On March 1, 2011, the Company changed its name to Biozone Pharmaceuticals, Inc. Since March 2011, the Company has been engaged primarily in seeking opportunities related to its intention to engage in medical and pharmaceutical businesses. On May 16, 2011, the Company acquired substantially all of the assets and assumed all of the liabilities of Aero Pharmaceuticals, Inc., pursuant to an Asset Purchase Agreement dated as of that date. Aero manufactures markets and distributes a line of dermatological products under the trade name of Baker Cummins Dermatologicals. On June 30, 2011, the Company acquired the Biozone Labs Group which operates as a developer, manufacturer, and marketer of over- the-counter drugs and preparations, cosmetics, and nutritional supplements on behalf of health care product marketing companies and national retailers. Biozone incurred a net loss of $7.96 million in 2012, as compared with a net loss of $5.45 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $7.59 million in total assets, $18.05 million in total liabilities and a $10.45 million total shareholders' deficiency. Paritz and Company. P.A., in Hackensack, 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 incurred operating losses for its last two fiscal years, has a working capital deficiency of $5,255,220, and an accumulated deficit of $14,128,079. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. BLACK CAT, LOS GATOS: Store Closing, Liquidation Sale Begins ------------------------------------------------------------ LosGastos Patch News reports that a sales associate at Black Cat Hats in Los Gatos, California said owner Janet Dashiell is closing her store at 59 No. Santa Cruz Ave. effective Feb. 16. Black Cat Hats sales associate Elle Rogers said Dashiell has sent her customers a letter saying she's closing her boutique because she wants to spend more time with her family and parents, according to LosGastos Patch News. A liquidation sale that began Jan. 2 continues through Feb. 15, Ms. Rogers said, the report notes. Boutique merchandise is marked down from between 10 and 60 percent. As the sale progresses, the price reductions will be greater, she said. BLOCKBUSTER INC: Raleigh's Last Store Closes -------------------------------------------- Colin Campbell, writing for The News & Observer, reports that Raleigh, North Carolina's final remaining Blockbuster video rental store closed for good Jan. 12 as the company shuts down its retail presence nationwide. The store in Wakefield Commons shopping center on Falls of Neuse Road has already rented its last movie and is in full liquidation mode, according to newsobserver.com. The report relates DVDs that once rented for several dollars a night are being sold for $1, and even the clerks' computer monitors now have price tags. All 300 stores around the country are now closing, though the Blockbuster On Demand streaming service will continue to operate, according to the report. About Blockbuster Inc. Blockbuster Inc., the movie rental chain with a library of more than 125,000 titles, along with 12 U.S. affiliates, initiated Chapter 11 bankruptcy proceedings with a pre-arranged reorganization plan in Manhattan (Bankr. S.D.N.Y. Case No. 10-14997) on Sept. 23, 2010. It disclosed assets of $1 billion and debts of $1.4 billion at the time of the filing. Martin A. Sosland, Esq., and Stephen Karotkin, Esq., at Weil, Gotshal & Manges, serve as counsel to the U.S. Debtors. Rothschild Inc. is the financial advisor. Alvarez & Marsal is the restructuring advisor with A&M managing director Jeffery J. Stegenga as chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. The Official Committee of Unsecured Creditors retained Cooley LLP as its counsel. In April 2011, Blockbuster conducted a bankruptcy court-sanctioned auction for all the assets. Dish Network Corp. won with an offer having a gross value of $320 million. The Debtor changed its name from Blockbuster Inc. to BB Liquidating Inc. after Dish purchased all assets, including the trade name. CDFI PHASE: Fitch Ups Rating on 2005B Subordinate Bonds From BB+ ---------------------------------------------------------------- Fitch Ratings has upgraded the long-term rating to 'BBB' from 'BBB-', on approximately $60.89 million of outstanding Health, Educational and Housing Facility Board of the City of Chattanooga revenue refunding bonds, senior series 2005A issued on behalf of the CDFI Phase I, LLC (the project). At the same time, Fitch upgrades the rating to 'BBB-' from 'BB+' on approximately $19.48 million of outstanding subordinate series 2005B bonds. The Rating Outlook is revised to Stable from Positive. The senior and subordinate series bonds are a general obligation of the project, secured by and payable solely from the revenues of CDFI's phase I, II and III student housing facilities. Additional security for the life of the bonds is provided by annual contributions made by the University of Chattanooga Foundation (the foundation) to be used, if needed, to meet the bonds' rate covenant requirement. Additional bond security includes a cash funded debt-service reserve fund. The subordinate series 2005B bonds were additionally secured by annual transfers by the foundation to a trustee held security fund. However, there was a 2013 sunset on this provision PROJECT STRENGTH MERITS UPGRADE: The upgrade reflects the project's ability to generate strong coverage, with no contribution from the foundation needed since fiscal 2009. The risk of the stand-alone project is partially mitigated by the project's essential role in the University of Tennessee at Chattanooga's (UTC) residential life program. SELF-SUSTAINING PROJECT: The project's self-supporting nature is the result of continued strength in occupancy and UTC's prudent management of facility expenses. Sunsetting of the foundation support securing the subordinate bonds through fiscal 2013 is mitigated by sound debt service coverage by project revenues. CONSTRAINED FLEXIBITY: Counterbalancing rating factors include dependence on student rental payments as the project's primary revenue source and the somewhat limited pricing flexibility given the project's high rates relative to other on campus housing alternatives. HIGH CONNECTIVITY WITH UTC: Key officers of the project are also officers of the foundation reflecting the importance of the project to UTC. The project is managed as part of UTC's 3,146 bed housing system (the system) and represented approximately 55.2% of available beds in fiscal 2013. ENROLLMENT GROWTH DRIVES OCCUPANCY: UTC's steady enrollment growth drives strong project occupancy and growth in project revenues. PROJECT PERFORMANCE: The inability of the project to grow rental income and sustain current debt service coverage levels, in the absence of foundation support, could negatively impact the rating. ADDITIONAL PARITY DEBT: While not anticipated, the issuance of additional student housing debt on parity with the project bonds could have negative rating implications. FUTURE PROJECT COMPETITION: While demand is presently strong, competition from new university housing projects and other housing alternatives could put pressure on project occupancy levels. This will be monitored by Fitch. CDFI Phase I, LLC. is a subsidiary of Campus Development Foundation Inc. (CDFI), which was formed by the foundation to acquire real estate and to construct, manage, and operate housing for UTC students. CDFI constructed the 1,737 bed project in three phases, with the final phase opening in 2004. The project is non-recourse to the university and the foundation. However, UTC manages the project as part of its housing system and sets project room rental rates. In Fitch's view, management of the system and the project as a collective whole ensures the project plays an integral role in residential life on UTC's campus and that rates and charges are set competitively. However, UTC does not direct students to this project on a first fill basis. A security fund was established by the foundation under the bond documents, which the project has been required to annually draw upon since its inception. While the project continued to receive the subsidized payments from the security fund through fiscal 2013, the draw has not been required by CDFI to meet the legally required debt service coverage ratio on the subordinate bonds since fiscal 2010 and ultimately those payments have been returned by CDFI with year-end surplus funds to the foundation. The foundation also previously provided supplemental support to the overall project, however, since fiscal 2009, these contributions have not been necessary. The system's strong 98.5% occupancy in fall 2013 is consistent with prior years, but project occupancy is stronger at 100%. Essentially full occupancy necessitated management to house approximately 210 students in a hotel for the beginning of the fall 2013 semester versus 200 in the prior year. As is typical, this figure drops as beds are vacated, reducing housing overflow to 126 students for fall 2013 versus 36 in the prior year. Fitch views favorably both the project's full occupancy and the system-wide overflow housing which reflects strong demand and assures that vacancies can readily be filled. Pledged revenue is almost entirely reliant on rental income. This reliance on a single revenue stream highlights the importance of maintaining strong project occupancy. This risk is partially mitigated by increased coverage levels without needing foundation support. Further, project rates are more than adequate to manage the required coverage levels set forth in the bond documents. Given the project's strategic location, modern facilities and amenity package, UTC has historically priced project beds at a premium relative to other options within the system. While rental rates for the project are higher than other campus housing options, they are on par or lower than market rates according to staff reports. The University of Tennessee System implemented rent increases of 3.5% in both fall 2013 and fall 2012. This is lower than the 5% increase in fall 2011, which management deems necessary in order to maintain the system's competitive standing. Rental rate increases are expected to be slightly lower at 3% in fall 2014. Limited revenue diversity for a project of this nature is not viewed as unusual by Fitch and this element is partially mitigated by the project's high demand despite higher rent levels than alternative campus housing. Further, management's ability to lower the rate of rental increases and grow rental income while still achieving sound debt service coverage is indicative of further strengthening of project performance. In addition, the foundation will provide funds to supplement debt service if there is a shortfall under the coverage requirement. As of June 30, 2013, the foundation had resources of $179 million, which are largely restricted. CDFI's operating margins are historically negative. CDFI ended fiscal 2013 (on a GAAP basis) with a negative 6.7% margin, after achieving breakeven results in fiscal 2012, due to an increase in interest expense. The one-time increase in interest expense in fiscal 2013 is not related to the project, but related to the parent CDFI and interest on contributions made by the foundation in previous years but not recorded. Interest expense on the project decreased in fiscal 2013. Favorably, growth in rental income, improved collections, lower management fees and better cost controls allow for improved project debt service coverage levels. Net revenues available for debt service reached $7.95 million in fiscal 2013. Bond documents require debt service coverage of 1.2x for senior bonds and 1.1x for both senior and subordinate bonds. In fiscal 2013, coverage was sound at 1.76x for the senior bonds and adequate at 1.31x for the senior and subordinate bonds, compared to 1.8x and 1.34x in fiscal 2012, respectively, for a stand-alone project of this nature. These coverage levels are notably higher relative to prior years and include the funding subsidy provided by the foundation for the subordinate bonds. Coverage levels excluding the funding subsidy remain sound at 1.72x and adequate at 1.28x, respectively. Management is conservatively budgeting 1% growth in project operating revenues in fiscal 2014, versus 2.7% actual revenue growth in fiscal 2013 and 5.6% in fiscal 2012, with expected coverage of 1.73x and 1.27x for the senior and subordinate bonds, respectively, excluding the funding subsidy. Fitch's expectation that the project can sustain these coverage levels, without foundation support, drives the rating upgrade. Due to strong demand for housing at UTC, its campus master plan includes the potential construction of additional auxiliary housing in fiscal 2016-2017. The university's residency requirement for freshmen and growth in undergraduate headcount drive demand for housing. Overflow housing in fall 2013 reached 126 versus 36 in the prior year reflecting there is always backfill to keep occupancy levels high. Further supporting demand, currently there are approximately 30% of full time equivalent students that reside on campus. Management indicated there are approximately 900 students turned away in fall 2013 needing beds, of which approximately 500-600 are upperclassmen that prefer the amenities of project housing. Fitch expects UTC to maintain the project's solid occupancy levels and generate net revenues necessary to support associated debt service, if and when additional beds are added. According to management, any additional student housing debt is not expected to be on parity with the bonds which is viewed favorably by Fitch. UTC is a metropolitan university, located near downtown Chattanooga. UTC's fall 2013 total headcount enrollment grew to 11,664, largely flat over the prior year. However, over the past five years total headcount grew 11% reflecting strong overall demand. A decline in graduate enrollment, as seen by Fitch nationwide, accounted for the shortfall in fall 2013. Favorably, UTC's ability to increase undergraduate headcount helped offset the decline in graduate enrollment in fall 2013. CEDAR RIVER DEV'T: Foreclosure Auction Postponed Until Feb. 21 -------------------------------------------------------------- The public auction of the real and personal properties of Cedar River Development LLC, which serve as collateral to the debt owed to Cedar Cove Realty Partners, as assignee to East Boston Savings Bank, has been postponed until Feb. 21, 2014 at 11:00 a.m. The foreclosure auction was originally set for Jan. 9, 2014, at 11:00 a.m. upon the Mortgaged Premises located at Whittier Street a/k/a 111 Regent Drive, in the City of Dover, Strafford County, New Hampshire, as reported by the Troubled Company Reporter on Dec. 11, 2013. Cedar Cove Realty Partners, LLC, is represented by: BERNSTEIN, SHUR, SAWYER AND NELSON, P.A. Roy W. Tilsley, Jr., Esq. 670 North Commercial Street P.O. Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 CENTURY PLAZA: May Consent to Release Agreement Over Mall --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized Century Plaza, LLC, to execute the release and consent to foreclosure agreement; and consummate all transactions contemplated therein, effective as of Aug. 16, 2013, in its capacity as borrower of debt owed to IP-TL Century Plaza, LLC secured by a mortgage on the property -- a commercial shopping center located in Merriville, Indiana, known as Century Plaza. The Debtor noted that on Aug. 27, 2013, the Court authorized Tri-Land Properties, Inc. to enter into the same agreement in its capacity as guarantor of the Debtor's mortgage indebtedness on the property. At the time the agreement was executed, the Debtor did not seek authorization from the Court because it was no longer a debtor-in- possession and the contemplated transactions did not require Court approval. According to the Debtor, although its post-confirmation execution of the agreement is not prohibited by the Plan, and the authorization is unnecessary, IP-TL has advised the Debtor that it is now seeking to obtain new mortgage financing on the property and that a potential lender to IP-TL is questioning whether the agreement, and the transactions contemplated therein, required approval of the bankruptcy court to be effective. The terms of the agreement, among other things, allow for the Debtor to be released from any and all mortgage obligations, thereby enabling the Debtor to fully consummate the Plan. As reported in the Troubled Company Reporter, the Court on July 24, 2013, ruled that the Debtor's Chapter 11 Plan satisfied all confirmation requirements under the Bankruptcy Code. The Plan provides for distributions to the holders of Allowed Claims from funds realized by the Debtor from the continued operation of the Debtor's business by the Debtor as well as from existing cash deposits and cash resources of the Debtor. About Century Plaza Based in Merrillville, Indiana, Century Plaza LLC owns and operates a commercial shopping center known as "Century Plaza". It filed for Chapter 11 bankruptcy (Bankr. N.D. Ind. Case No. 11-24075) on Oct. 18, 2011. Judge J. Philip Klingeberger presides over the case. Crane, Heyman, Simon, Welch & Clar serves as the Debtor's counsel. Anderson & Anderson P.C. serves as local bankruptcy counsel. The Debtor estimated assets and debts at $10 million to $50 million. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. No trustee, examiner or committee of unsecured creditors was appointed to serve in the case. CHARTER COMMUNICATIONS: Makes $37.4B Offer for Time Warner Cable ---------------------------------------------------------------- Charter Communications Inc. went public with a $37.4 billion cash- and-stock bid for Time Warner Cable Inc., according to news sources. The offer, valued at $132.50 a share, including $83 a share in cash and $49.50 in Charter stock, was disclosed in a Jan. 13 letter from Charter Chief Executive Tom Rutledge to Rob Marcus, his counterpart at Time Warner Cable, Dana Cimilluca, Shalini Ramachandran and Amol Sharma, writing for The Wall Street Journal. David Gelles, writing for The New York Times' DealBook, reported that Charter's offer values Time Warner Cable at $61.3 billion, and kicks off a potential round of consolidation in the cable television industry. The Journal said Time Warner Cable had privately rebuffed Charter's offer, which was made in December and was Charter's third private offer to buy the New York-based cable company since June. The bid, according to the Journal, is only slightly above Time Warner Cable's closing share price on Jan. 13 of $132.40, though the stock has risen some 40% since Charter's interest in the combination first surfaced in June. According to news sources, instead of pursuing negotiations, Charter, by making the letter public, is seeking to enlist shareholders of Time Warner Cable to put pressure on the company's management and board to negotiate a deal. "Our intent is to talk to Time Warner Cable shareholders and convince them that putting together the companies, fixing [Time Warner Cable's] customer service issues and getting the company back on a growth trajectory will create enormous value for shareholders," Mr. Rutledge said in an interview with the Journal. He said Charter, the fourth largest-U.S. cable operator, has no plans to increase its offer. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (Pink OTC: CHTRQ) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter Communications and more than a hundred affiliates filed voluntary Chapter 11 petitions on March 27, 2009 (Bankr. S.D.N.Y. Case No. 09-11435). The Hon. James M. Peck presided over the cases. Richard M. Cieri, Esq., Paul M. Basta, Esq., and Stephen E. Hessler, Esq., at Kirkland & Ellis LLP, in New York, served as counsel to the Debtors, excluding Charter Investment Inc. Albert Togut, Esq., at Togut, Segal & Segal LLP in New York, served as Charter Investment, Inc.'s bankruptcy counsel. Charter Communications emerged from Chapter 11 under its pre- arranged Joint Plan of Reorganization, which was confirmed by the Court on Nov. 17, 2009. The Plan was declared effective Nov. 30, 2009. CHRYSLER GROUP: S&P Lifts CCR to 'BB-' on Core Status to Parent --------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its ratings on U.S.-based auto manufacturer Chrysler Group LLC, including the corporate credit rating to 'BB-' from 'B+'. The outlook is stable. "The upgrade follows the announcement that Chrysler's minority shareholder, the VEBA trust, has agreed to sell its 41.5% stake in Chrysler to Fiat SpA for a total consideration of about $4.3 billion," said Standard & Poor's credit analyst Dan Picciotto. "It also follows our affirmation of Fiat's ratings on Jan. 10, 2014." Fiat will own 100% of Chrysler following the transaction, which Fiat has announced is expected be completed by Jan. 20, 2014. The rating outlook is stable. S&P now describes Chrysler as a "core" subsidiary of Fiat and expect that the rating on the company will move in tandem with that on the parent, unless S&P adjusts its "core" assessment. "We could revise our core assessment if we believe Fiat's commitment to Chrysler could wane, which we believe would represent a substantial change in Fiat's operating strategy and which we do not expect," said Mr. Picciotto. For Fiat, S&P has stated that it could raise the rating if the company achieved stronger credit metrics on a sustainable basis, such as adjusted funds from operations (FFO) to debt comfortably within the 12%-20% range and debt to EBITDA below 5.0x; reduced its absolute amount of adjusted debt; and showed continuing moderation in terms of external growth and shareholder distributions. Very significant corporate actions to strengthen the group's balance sheet or increase Fiat's effective access to Chrysler's cash could result in a positive rating action. For Fiat, S&P has stated that it could take a negative rating action if Fiat's performance in Europe deteriorated more severely than it expects or if its Brazilian operations weakened markedly, in turn causing the group's liquidity position to worsen. S&P would consider a negative rating action if Fiat's credit ratios deteriorated, including adjusted debt to EBITDA exceeding 6x and adjusted FFO to debt materially below 10%. An inability to reduce negative discretionary cash flow on a group basis or to consistently maintain adequate liquidity under our criteria could also put downward pressure on the rating. COLLEGE WAY: Jan 15 Hearing on Request to Use ECP College's Cash ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Washington will convene a hearing on Jan. 15, 2014, at 9:00 a.m., to consider College Way Commercial Plaza LLC's request to use the ECP College Way LLC's cash collateral to pay the Debtor's operating expenses. The Debtor also intends to use cash collateral to pay any fees and expenses owed to professionals employed, upon entry of an order from the Court authorizing the payment of professional expenses. The Debtor also requested that operating reserve funds be allowed to be built up to $140,000 for (1) $99,180 for tenant improvement ($30/foot); (2) real estate commission of $23,800; and (3) legal and architectural service related to leasing of $13,224. As adequate protection from any diminution in value of the lender's collateral, the Debtor said that based on its own estimate of value, the Debtor's $5,370,000 to $10,000,000 equity cushion in ECP College Way's collateral is more than sufficient adequate protection. As additional adequate protection, the Debtor proposed to offer $79,124 per month as adequate protection payment after three months of operation of Lacey Crossroads. The Debtor also proposes to provide the ECP College a replacement lien on its assets. About College Way Commercial Plaza, LLC College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013. The petition was signed by Sherwood B Korssjoen as member and manager. The Debtor disclosed $29,160,000 in assets and $21,444,155 in liabilities as of the Chapter 11 filing. Masafumi Iwama, Esq., at Iwama Law Firm, serves as the Debtor's counsel. Judge Brian D Lynch presides over the case. COLLEGE WAY: Files Schedules of Assets and Liabilities ------------------------------------------------------ College Way Commercial Plaza LLC filed with the U.S. Bankruptcy Court for the Western District of Washington its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $28,700,000 B. Personal Property $460,000 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $21,431,190 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $12,965 ----------- ----------- TOTAL $29,160,000 $21,444,155 A copy of the schedules is available for free at: http://bankrupt.com/misc/COLLEGEWAYsal.pdf College Way Commercial Plaza, LLC, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Wash Case No. 13-47724) on Dec. 19, 2013. The petition was signed by Sherwood B Korssjoen as member and manager. Masafumi Iwama, Esq., at Iwama Law Firm, serves as the Debtor's counsel. Judge Brian D. Lynch presides over the case. COMARCO INC: VP and Chief Accounting Officer Resigns ---------------------------------------------------- Alisha K. Charlton submitted to Comarco, Inc., her resignation as vice president and chief accounting officer effective as of Jan. 24, 2013. The Board of Directors is currently seeking a replacement for the positions of principal financial officer and principal accounting officer held by Ms. Charlton. About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. Comarco disclosed a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013, as compared with a net loss of $5.31 million on $8.06 million of revenue for the year ended Jan. 31, 2012. As of Oct. 31, 2013, the Company had $2.39 million in total assets, $9.78 million in total liabilities and a $7.39 million total shareholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, 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 and negative cashflow from operations, has negative working capital and uncertainties surrounding the Company's ability to raise additional funds. These factors, among others, raise substantial doubt about its ability to continue as a going concern. COMMUNICATION INTELLIGENCE: Sells $2.1 Million Units ---------------------------------------------------- Communication Intelligence Corporation entered into subscription agreements with certain investors on Dec. 31, 2013. Under the terms of the Subscription Agreements, the Investors purchased an aggregate of 696,252 Units at a purchase price of $3.00 per Unit for an aggregate purchase price of approximately $2.089 million, which amount included the conversion of $1.15 million in existing indebtedness. Each Unit consists of two shares of the Company's Series D-1 Preferred Stock and one share of Series D-2 Preferred Stock. The Series D-1 Preferred Stock and Series D-2 Preferred Stock are identical in rights, preferences, and privileges, except for their conversion price to Common Stock. Shares of Series D-1 Preferred Stock are convertible into shares of Common Stock at an initial conversion price of $0.0225 per share. Shares of Series D-2 Preferred Stock are convertible into shares of Common Stock at an initial conversion price of $0.05 per share. The Investors were also issued warrants to purchase approximately 18.989 million shares of Common Stock at the time of the funding of their investment. These warrants are exercisable for a period of three years and have an exercise price of $0.0275 per share. In addition to the warrants issued at closing, the Subscription Agreements entitle Investors to receive warrants to purchase up to an additional 56.966 million shares of Common Stock based on whether the Company attains certain revenue targets in 2014, as described therein. Any such additional warrants will be exercisable until Dec. 31, 2016, and will have an exercise price of $0.0275 per share. The Company had previously raised $1.15 million in May 2013 through the issuance of units comprised of shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock. All investors from the May 2013 financing agreed to exchange the securities issued to them in the prior financing for the same securities issued to investors in the financing closed on Dec. 31, 2013, with the investors from the May 2013 financing receiving in such exchange an aggregate of 383,333 Units and an initial warrant grant to purchase approximately 10.455 million shares of Common Stock, with the ability to receive warrants to purchase up to an additional 31.363 million shares of Common Stock based on whether the Company attains certain revenue targets in 2014. Amendments to Articles or Bylaws On Dec. 31, 2013, the Company filed with the Delaware Secretary of State a Certificate of Amendment to the Certificate of Designation of Series D Convertible Preferred Stock. The primary purpose of the Certificate of Amendment was to make conforming changes to the Series D Certificate of Designation regarding the number of authorized shares of Series D-1 Preferred Stock and Series D-2 Preferred Stock following approval by the Company's stockholders at the November 2013 Annual Meeting of Stockholders of an increase in the authorized number of shares of Series D-1 Preferred Stock from 3,000,000 to 6,000,000 shares and an increase in the authorized number of shares of Series D-2 Preferred Stock from 8,000,000 to 9,000,000 shares. The Certificate of Amendment was approved by a majority of the outstanding shares of each of the Series B Preferred Stock, Series C Preferred Stock, Series D-1 Preferred Stock and Series D-2 Preferred Stock acting by written consent. A copy of the Form 8-K as filed with the U.S. Securities and Exchange Commission is available at http://is.gd/ehwDW0 About Communication Intelligence Redwood Shores, California-based Communication Intelligence Corporation is a supplier of electronic signature products and the recognized leader in biometric signature verification. In its audit report accompanying the financial statements for 2011, PMB Helin Donovan, LLP, in San Francisco, Calif., expressed substantial doubt about Communication Intelligence's ability to continue as a going concern. The independent auditors noted that of the Company's significant recurring losses and accumulated deficit. Communication Intelligence incurred a net loss attributable to common stockholders of $6.11 million in 2012 as compared with a net loss attributable to common stockholders of $6.66 million in 2011. The Company's balance sheet at March 31, 2013, showed $1.98 million in total assets, $1.50 million in total liabilities and $486,000 in total stockholders' equity. PMB Helin Donovan, LLP, in San Francisco, CA, 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 recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. COMPREHENSIVE CARE: Ramon Martinez Named President -------------------------------------------------- Ramon Martinez, a U.S. Air Force Lieutenant Colonel, retired, has been named president of Comprehensive Care Corporation and elected a member of the Board of Directors. In April 2013, Colonel Martinez was named president of CompCare Pharmacy Solutions, Inc. Prior to that appointment, Colonel Martinez served the Company as Senior Management Advisor focusing his attention on building and refining the infrastructure necessary to market and fulfill the Company's promise of delivering its innovative pharmacy cost containment program dedicated to providing guaranteed and bonded annual reduced costs of at least ten percent to businesses, unions and healthcare organizations who contract with the Company. "As a team builder, strategist, manager, and man of sound character, Colonel Martinez is an excellent choice for President of Comprehensive Care Corporation. Not only has he been an effective leader in introducing our innovative pharmacy plan to the commercial/union and government markets, he has also reorganized, streamlined and motivated our staff to focus with laser precision on the overall health, attitude and success of the Company," said Clark A. Marcus, Comprehensive Care Corporation's Chairman and CEO. "Healthcare costs, led by dramatic increases in pharmacy expenses, have spiraled out of control in recent years. The Company's innovative pharmacy program dramatically reigns in and reduces those costs by as much as ten percent annually. Colonel Martinez has the profound background, extensive relationships and experience to introduce our unique programs to key government officials, unions and corporate leaders throughout the U.S." Mr. Marcus added, "Colonel Martinez is the right person, at the right time, and with the right skills and capabilities to help CompCare deliver results that will lead to greater health and wellbeing through lower cost, superior quality, and multi-faceted solutions." "I am grateful and honored that the CompCare's leadership named me to this key position. We are headed in the right direction and primed to take the Company to the next level of success," Colonel Martinez said. "We have laid a solid foundation with a leaner, more capable, and integrated team. We are a more agile, reliable, resilient, and innovative company that will deliver and sustain healthy growth. Our window of opportunity is wide open, and I believe 2014 will be a breakthrough year for our Company. In these days of turbulence in the healthcare industry, I expect the Company's team will play a significant role in revolutionizing healthcare in the U.S." Colonel Martinez earned a Master of Arts degree in philosophy from the University of California at Santa Barbara, a Master's degree in public administration from the University of Northern Colorado, and a Bachelor of Arts degree in philosophy and geography from California State University, Long Beach. He served a twenty-year military career in the U.S. Air Force and his positions included Combat Crew Commander, Test Director and Program Manager of Inter-Continental Ballistic Missiles; Assistant Professor of Philosophy at the U.S. Air Force Academy; Deputy Secretary of the Inter-American Defense Board; U.S. National Defense Fellow; Chief of Latin American Strategy of U.S. Southern Command and Interim Director of the U.S. Southern Command Washington Field Office. Colonel Martinez entered the private sector as Vice President at Genetics & IVF Institute in Virginia, also serving as Assistant Director of Strategic Planning at the South Florida Workforce Board, adjunct professor of philosophy at Miami-Dade Community College, and as a consultant working on Homeland Security issues. He also served as President/CEO of Progreso Latino, Inc., Rhode Island's flagship Latino empowerment agency and largest bilingual, multi-cultural community based organization. He is the recipient of the Hispanic American Chamber of Commerce of Rhode Island Community Leader of 2009; National Association for the Advancement of Colored People (NAACP) Providence Branch Thurgood Marshall Award of 2008; 2008 Service Person of the Year Award of Sigma Nu Chapter Omega Psi Phi Fraternity, Inc., and a Providence Phoenix Newspaper Local Hero award. He is co-founder and former vice-chair of the Board of Directors of the Rhode Island Mayoral Academies, which the US Secretary of Education lauded as a nationally unique paradigm for public education excellence with a regional network of public charter schools serving underserved students. About Comprehensive Care Tampa, Fla.-based Comprehensive Care Corporation provides managed care services in the behavioral health, substance abuse, and psychotropic pharmacy management fields. Comprehensive Care disclosed a net loss attributable to common stockholders of $6.99 million in 2012 as compared with a net loss attributable to common stockholders of $14.08 million in 2011. As of June 30, 2013, Comprehensive Care had $3.07 million in total assets, $28.30 million in total liabilities and a $25.23 million stockholders' deficiency. Mayer Hoffman McCann P.C., 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 has suffered recurring losses from operations and has not generated sufficient cash flows from operations to fund its working capital requirements. This raises substantial doubt about the Company's ability to continue as a going concern. CONSTAR INTERNATIONAL: Has Feb. 6 Auction for U.S. Assets --------------------------------------------------------- Constar International Holdings LLC, et al., obtained approval from the U.S. Bankruptcy Court for the District of Delaware of procedures governing the sale of all or substantially all of their U.S. assets to Amcor Rigid Plastics USA, Inc., or another higher or better bidder. If the Debtors receive one or more qualified bids, the Debtors will conduct an auction for the sale of the Debtors' assets beginning on Feb. 6, 2014, at 1:00 p.m. (prevailing Eastern Time) at the offices of Dechert LLP, in New York. Only parties that have submitted a qualified bid by no later than Feb. 4 may participate in the auction. The sale hearing will be held on Feb. 10. Peg Brickley, writing for The Wall Street Journal, pointed out that a bidding war is brewing for the Philadelphia-based maker, as three companies have shown interest in the assets. Australia's Amcor, which signed a stalking horse agreement with the Debtors, proposes to pay $68.5 million. Michigan's Plastipak Holdings Inc., which has annual revenues of about $2.5 billion, and Georgia's CKS Packaging, Inc., with 2013 sales of $375 million, could also be contending for Constar, which is in its third bankruptcy but which is being put up for sale for the first time. Both Plastipak and CKS Packaging objected to the proposed bidding procedures. CKS Packaging said in court papers that, notwithstanding its prepetition expressions of interest in acquiring certain of the Debtors' assets, it was not solicited by Lincoln Partner Advisors LLC prior to the negotiation and selection of the stalking horse bidder. About Constar International Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. DETROIT, MI: Foundations Pledge $330 Million in Assistance ---------------------------------------------------------- Mediators involved in the city of Detroit's Chapter 9 bankruptcy issued a statement on Jan. 13, disclosing that some of the leading national and local foundations have stepped forward with a "truly generous philanthropic offer of assistsnce that, to date, has resulted in commitments of more than $330 million in assistance." The statement said additional foundations are expected to announce their participation in the near future. In that statement, available at http://is.gd/yI1RIDfrom Fox's Detroit bureau, the mediators call the move "extraordinary and unprecedented effort" to help resolve two very challenging sets of issues in the city's municipal bankruptcy -- the underfunding of Detroit's two pension systems and the preservation of the Detroit Institute of Art. According to the statement, reports of foundations' generosity in the media have inspired others to come forward, including Dr. Paul Schaap, who, with no solicitation, has committed $5 million. In addition, a fund has been established with the Community Foundation for Southeast Michigan to capture other private voluntary contributions, which, to date, has attracted almost 130 individual contributors. A leadership committee has been established consisting of the Presidents of the Ford Foundation, The Kresge Foundation, the John S. and James L. Knight Foundation and the Community Foundation for Southeast Michigan. The mediation team, which consists of lawyers and current and retired judges, said it has continued its work in attempting to facilitate agreements among as many of the varied creditor constituencies involved in the bankruptcy as possible, which agreements can become part of a larger agreed upon Plan of Adjustment. Dennis Kraniak, writing for Fox 2 News in Detroit, reports that Federal Judge Gerald Rosen, the chief mediator between the city and its creditors, has asked foundations and others to raise $500 million to protect pieces in the Detroit Institute of Arts while assisting pensioners who are expected to lose some benefits in the city's restructuring. Detroit has at least $18 billion in debt, including about $3.5 billion is unfunded pension liabilities, according to state- appointed emergency manager Kevyn Orr. According to the Fox report, the Emergency Manager warned DIA officials last spring that artwork owned by the city could be considered assets and might be vulnerable to sale if Detroit went into bankruptcy. Fox says an appraisal ordered by Mr. Orr and completed late last year by New York-based Christie's, about 2,800 paintings, sculptures and other pieces owned by Detroit are collectively worth between $454 million to $867 million. They represent about 5 percent of the museum's estimated 66,000-work collection. Fox says Detroit's Plan of Adjustment will also include a renegotiated settlement with UBS and Bank of America Merrill Lynch over pension debt. Fox notes that closing arguments on the $165 million deal reached in December were being held Jan. 13 in bankruptcy court. Detroit has pledged casino tax revenue in 2009 as collateral to avoid defaulting on pension debt payments. The swaps allowed Detroit to get fixed interest rates on pension bonds with the banks. An initial $220 million payoff was reached, but Bankruptcy Judge Rhodes ordered the city to renegotiate. "There is no question the settlement is extremely beneficial to the city," Merrill Lynch lawyer Mark Ellenberg told Judge Rhodes Monday, according to the Fox report. "The city pushed us to the lowest number we would ever accept." Judge Rhodes still has to approve the new deal, Fox says. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DETROIT, MI: Retirees' Committee Sues Over Benefits Cuts -------------------------------------------------------- The Official Committee of Retirees of the City of Detroit, who collectively represents a number of retirees of the city, sued filed a complaint for equitable and injunctive relief to prevent the City from significantly impairing its contractual obligation to provide healthcare benefits and coverage to the retirees, and thereby violating the Michigan and United States Constitutions. The complaint arises from the City's plan to reduce the annual amount it spends to procure healthcare benefits for its retirees and their spouses and their dependents by approximately 83% -- from approximately $180 million per year to approximately $30 million. Under the City's plan, the rest of the premiums will have to come from the retirees themselves or from federal subsidies available to non-Medicare eligible retirees under the Affordable Care Act. The Retirees Committee asserts that the City has breached its contracts with the retirees and has unilaterally and significantly impaired its contracts with its retirees. The Committee further asserts that the City's actions result in a substantial impairment of the retirees' contracts and rights with the City. The retirees, according to the Committee, will suffer significant harm and substantial damages because of the City's breaches. The Committee even went on to assert that Kevin Orr's appointment was part of a plan developed in advance of the appointment to unilaterally reduce or eliminate the City's funding of the contractually-guaranteed healthcare benefits. The adversary proceeding is THE OFFICIAL COMMITTEE OF RETIREES OF THE CITY OF DETROIT, MICHIGAN, DETROIT RETIRED CITY EMPLOYEES ASSOCIATION, RETIRED DETROIT POLICE AND FIRE FIGHTERS ASSOCIATION, and AFSCME SUBCHAPTER 98, CITY OF DETROIT RETIREES, Plaintiffs. v. THE CITY OF DETROIT, MICHIGAN and KEVYN ORR, INDIVIDUALLY AND IN HIS OFFICIAL CAPACITY AS EMERGENCY MANAGER OF THE CITY OF DETROIT, MICHIGAN, Defendants, Adv. Pro. No. ____ (Bankr. E.D. Mic.). The Retirees Committee is represented by: Claude Montgomery, Esq. Carole Neville, Esq. DENTONS US LLP 1221 Avenue of the Americas New York, New York 10020 Tel: (212) 768-6700 Fax: (212) 768-6800 E-mail: claude.montgomery@dentons.com carole.neville@dentons.com -- and -- Sam Alberts, Esq. Dan Barnowski, Esq. DENTONS US LLP 1301 K Street, NW, Suite 600 East Tower Washington, DC 20005 Tel: (202) 408-6400 Fax: (202) 408-6399 E-mail: sam.alberts@dentons.com dan.barnowski@dentons.com -- and -- Matthew E. Wilkins, Esq. Paula A. Hall, Esq. BROOKS WILKINS SHARKEY & TURCO PLLC 401 South Old Woodward, Suite 400 Birmingham, Michigan 48009 Direct: (248) 971-1711 Cell: (248) 882-8496 Fax: (248) 971-1801 E-mail: wilkins@bwst-law.com hall@bwst-law.com Attorneys for Retired Detroit Police and Fire Fighters Association and the Detroit Retired City Employees Association: Ryan C. Plecha, Esq. LIPPITT O'KEEFE, PLLC 370 E. Maple, 3rd Floor Birmingham, MI 48009 Direct: (248) 646-8292 Fax: (248) 646-8375 E-mail: rplecha@lippittokeefe.com Attorneys for AFSCME Sub-Chapter 98, City of Detroit Retirees: Bruce Miller, Esq. Richard G. Mack, Jr., Esq. MILLER COHEN, PLC 600 West Lafayette, 4th floor Detroit, Michigan 48226 Tel: (313)-964-4454 Fax: (313)-964-4490 E-mail: RichardMack@millercohen.com About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. DIOCESE OF STOCKTON, CA: To Seek Ch. 11 Bankruptcy Wednesday ------------------------------------------------------------ Rich Ibarra, writing for Capital Public Radio, reports that Bishop Stephen Blaire of the Roman Catholic Diocese of Stockton in California said Monday he will file for Chapter 11 bankruptcy on Wednesday partly in response to the financial loss of sexual abuse cases by priests. The report notes the diocese and its insurers have paid out more than $32 million over the last 20 years. The Bishop said the parishes, cemetery, and Catholic schools are separate corporations within the Diocese so they will not be affected. DOLAN CO: Amends Credit Agreement Amid Restructuring Talks ---------------------------------------------------------- The Dolan Company on Jan. 13 disclosed that it entered into the Seventh Amendment to its Third Amended and Restated Credit Agreement dated December 6, 2010. In general, the Seventh Amendment provides the Company with access to its revolving credit facility while the Company and lenders negotiate a term sheet for restructuring the Company's balance sheet. The Amendment provides that an HIG Capital affiliate, Bayside Capital, Inc., which currently holds participation interests covering a majority of the indebtedness outstanding under the Credit Agreement, can become a lender under the Credit Agreement, and requires the Company and its lenders to agree on a term sheet for restructuring the Company's capital structure promptly after receipt of a restructuring proposal from Bayside Capital. The Seventh Amendment also temporarily waives the Company's default with respect to certain covenants and obligations existing or anticipated as of December 31, 2013, reduces the amount available in the revolving credit facility, increases the interest rate on outstanding loan amounts by 2% per year, requires an additional fee equal to 2% of the sum of the outstanding term loans and revolving commitments, and requires the Company to have engaged a chief restructuring officer. As previously announced, the Company appointed Kevin Nystrom, managing director of Zolfo Cooper, as its chief restructuring officer. Headquartered in Minneapolis, Minnesota, The Dolan Company -- http://www.thedolancompany.com-- is a provider of professional services and business information to legal, financial and real estate sectors in the United States. The Company operates through two operating divisions: its Professional Services Division and its Business Information Division. Its Professional Services Division consists of two segments: mortgage default processing services and litigation support services. Its Business Information Division produces legal publications, business journals, court and commercial media, other online information products and services, and operates Websites and produces events for targeted professional audiences in 21 geographic markets across the United States. DOLPHIN BAY: Jan. 14 Final Hearing on Bid to Use Cash Collateral ---------------------------------------------------------------- The Hon. Paul G. Hyman Bankruptcy Court for the Southern District of Florida authorized, on an interim basis, Dolphin Bay Developers, Inc., to use cash collateral of prepetition secured creditors Bank United, James Gillis, Regions Bank and the Palm Beach County Tax Collector. The Court will hold a final hearing on the matter on Jan. 14, 2014, at 9:30 a.m. The Debtor may use the cash collateral to pay all ordinary and necessary expenses associated with maintaining the real properties until Jan. 19, 2014. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens. As reported in the Troubled Company Reporter on Jan. 9, 2014, the Debtor said the secured creditors are adequately protected since the budget illustrates that the Debtor will be operating on a cash flow positive basis for each property. In addition, the Debtor proposes to pay regular monthly mortgage payments as adequate protection payments to Bank United and Regions. The Debtor reserves the right to challenge the validity of the liens of Bank United, et al., against the Debtor's assets. About Dolphin Bay Dolphin Bay Developers, Inc., owner of commercial real properties in Delray Beach, Florida, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 13-40027) on Dec. 19, 2013. David Ross, the president and 100% owner, signed Dolphin Bay's bankruptcy petition. Mr. Ross simultaneously filed his own bankruptcy petition (Case No. 13-40020). Dolphin Bay scheduled $4,795,423 in total assets and $4,591,853 in total liabilities. It has hired Philip J. Landau, Esq., and the law firm of Shraiberg, Ferrara & Landau, P.A., as bankruptcy counsel. The case is assigned to Judge Paul G. Hyman Jr. Governmental entities are required to submit proofs of claim by June 17, 2014. EDISON MISSION: Seeks to Terminate Retirees' Health Benefits ------------------------------------------------------------ Edison Mission Energy, et al., seek authority from the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, to terminate retiree benefits immediately following the effective date of the Chapter 11 Plan of Reorganization and terminate the Midwest Generation, LLC Union Retiree Benefits as of March 31, 2015. The Plan, which is up for approval at a Feb. 19 confirmation hearing, provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. The Debtors state that historically, they have been able to fund the retiree benefits with revenues from their power generating assets. Soon, this will no longer be possible as following confirmation, the Debtors will lack revenue generating operations that would allow them to continue to fund the retiree benefits, currently estimated to exceed $62.5 million on a present value basis. The Debtors add that NRG is not assuming responsibility for the retiree benefits. Moreover, following confirmation of the Plan, the Debtors will be unable to administer the Retiree Benefits. For the past 27 years, the Debtors? corporate parent, Edison International has been responsible for administering the Retiree Benefits. This arrangement will end following confirmation of the Plan. After confirmation, EME will not have the resources, administrative support, personnel, or experience that would allow them to continue to administer the Retiree Benefits following Plan confirmation into the future. Furthermore, the Debtors assert that both the documents governing the Retiree Benefits and applicable law unequivocally permit the Sponsoring Debtors to unilaterally terminate the Retiree Benefits. The Debtors are only obligated to continue to provide the Retiree Benefits to the extent such benefits are ?vested" and these benefits are not vested, the Debtors' counsel, David R. Seligman, P.C., Esq., at Kirkland & Ellips LLP, in Chicago, Illinois, asserts in court papers. A hearing on the request is set for Jan. 22, 2014, at 10:30 a.m. (Central Time). Objections are due Jan. 15. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EXCELLIUM INC: Changes Name to "XL-ID Solutions Inc." ----------------------------------------------------- Excellium Inc., a Tier II issuer listed on the TSX Venture Exchange, on Jan. 10 disclosed that it has changed its name to "XL-ID Solutions Inc." The name change was made pursuant to the previously announced transaction with Site Integration Plus Inc., which closed on December 11, 2013 following receipt of approval from the Superior Court of Quebec. Under the terms of the Court order, the Corporation is authorized to proceed with the change of name without shareholder approval. The name change takes effect immediately. The Corporation's stock symbol will remain "XLM" on the Exchange. As announced on December 4, 2013, the Corporation has filed with the Office of the Superintendent of Bankruptcy a notice of intention to submit a proposal to its creditors pursuant to the Bankruptcy and Insolvency Act (Canada). The Corporation intends to submit a proposal to its creditors in January 2014 and will make further announcements in that regard at such time. Excellium -- http://www.excellium.ca-- is a security company specialized in biometrics identity systems and proactive security management and in the integration of security products for the institutional and industrial markets. Excellium is active in two distinct but complementary lines of business: electronic security, which includes security management, access control and video surveillance, and electronic identification, comprising background checks and biometric identification. EXIDE TECHNOLOGIES: Creditors' Panel Taps Geosyntec as Consultants ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Exide Technologies Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Geosyntec Consultants as environmental consultants to the Committee. The Committee requires Geosyntec Consultants to: (a) assist the Committee in evaluating potential environmental exposure at various of the Debtor's current and former plant sites; (b) assist the Committee in understanding and evaluating potential future capital expenditures necessary to comply with regulatory requirements; (c) assist the Committee in understanding and evaluating possible exposure to claims stemming from Exide's operations; and (d) provide other services as requested by the Committee. Geosyntec Consultants will be paid at these hourly rates: Michael Berman $270 Michael McKibben $270 Jeffrey Leed $270 Professional $122-$215 Associate $240 Principal $270 Other Staff $52-$135 Geosyntec Consultants will also be reimbursed for reasonable out- of-pocket expenses incurred. Michael Berman, principal of Geosyntec Consultants, 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. 22, 2014, at 3:00 p.m. Objections, if any, are due Jan. 15, 2014, at 4:00 p.m. Geosyntec Consultants can be reached at: Michael Berman GEOSYNTEC CONSULTANTS 10220 Old Columbia Road, Suite A Columbia, MD 21046 Tel: +1 (410) 910-7639 E-mail: mberman@geosyntec.com About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide's international operations were not included in the filing and have continued their business operations without supervision from the U.S. courts. When it filed for bankruptcy, the Debtor disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. In its formal schedules filed with the Court in August 2013, Exide listed $1,704,327,521 (plus undetermined amounts) in total assets; and $988,700,577 (plus undetermined amounts) in total liabilities. For the 2013 case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. FAIRMONT GENERAL: Court Signs Consent Order Over Series 2008 Bonds ------------------------------------------------------------------ The Hon. Patrick M. Flatley of the U.S. Bankruptcy Court for the Northern District of West Virginia on Dec. 20 approved a consent order regarding the validity, enforceability and priority of the liens and security interests securing Fairmont General Hospital, Inc., et al.'s obligations in respect of the Series 2008 Bonds. Pursuant to the consent order, among other things: 1. any claims or causes of action that may arise from the control agreement issues will be addressed in conjunction with the confirmation of the Debtors' plan of reorganization or liquidation; 2. for the avoidance of doubt, the control agreement issues do not implicate or pertain to the accounts established under the 2008 Trust Indenture which are held by the trustee; 3. the Committee's and the trustee's respective rights, claims and defenses with respect to the control agreement issues and the effect thereof on the enforceability and priority of the Series 2008 Liens are reserved and preserved; and 4. the trustee's rights and liens with respect to the trustee-held funds, and the treatment afforded to such funds under the cash collateral order, will not be altered or modified in any respect by the order. As reported in the Troubled Company Reporter on Nov. 12, 2013, the Debtors obtained final approval to use the cash collateral of UMB Bank, N.A., as the successor Indenture Trustee for the Debtor's 2007 bonds (Marion County) and Series 2008 bonds (West Virginia Hospital Finance Authority). As reported by the TCR on Oct. 10, 2013, the Debtors obtained an order from the Court authorizing interim cash collateral use; and the Debtors, the Official Committee of Unsecured Creditors, and UMB Bank engaged in discussions regarding the terms and conditions of continued use of cash collateral. To afford the Debtors, the Committee, and UMB Bank additional time to attempt to achieve a consensual resolution of the terms and conditions of continued use of cash collateral, the Parties agreed to seek a continuance of the final hearing on the Cash Collateral Motion and authorization for the Debtors to continue to use cash collateral in accordance with the provisions of the first interim order, as modified, pending a final hearing on the motion. UMB Bank is entitled to adequate protection of its interests in the prepetition collateral, including, but not limited to, the cash collateral, for any diminution in value of its interests in the prepetition collateral. As security for and solely to the extent of any diminution in the value of the Trustee's Prepetition Collateral from and after the Petition Date, the Trustee is granted senior priority replacement liens upon all assets and property of the Debtors and their respective estates of any kind or nature whatsoever, to the extent of and with the same validity and priority of the Trustee's valid and duly perfected liens on and security interests in the prepetition collateral. The Replacement Liens and Super-Priority Administrative Claim will be junior and subordinate to these fees and expenses: (a) all accrued but unpaid fees and expenses of the attorneys, accountants, financial advisors, bankers and other professionals retained by the Debtors or the Committee under section 327 or 1103(a) of the Bankruptcy Code, allocable to the professionals under and to the extent set forth in the budget and incurred prior to the delivery of a termination notice; (b) professional fees and expenses in the amount of $100,000 incurred after delivery of a termination notice; and (c) the payment of fees to the extent related to the Chapter 11 cases of the Debtors. About Fairmont General Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. he fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court has named Suzanne Koenig at SAK Management Services, LLC, as patient care ombudsman. The Debtors are engaged in the process of locating a buyer or strategic partner for the hospital, through the Debtors' investment bankers. The Debtors believe that by the end of March 2014 that process will be complete and a plan can be filed. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FIAT SPA: S&P Affirms 'BB-' LT CCR Over Chrysler Takeover --------------------------------------------------------- Standard & Poor's Ratings Services said it had affirmed its 'BB-/B' long- and short-term corporate credit ratings on Italy- incorporated automobile manufacturer Fiat SpA (Fiat). The outlook is stable. At the same time, S&P affirmed its 'BB-' issuer ratings on the group's debt instruments. The recovery rating on these instruments is '4', indicating S&P's expectation of average (30%-50%) recovery in the event of default. The affirmation follows Fiat's announcement that it has reached an agreement with the VEBA Trust to acquire the remaining 41.5% equity stake in Chrysler it does not already own. The acquisition is to be completed by Jan. 20, 2014, for a total consideration of $4.3 billion, and will result in Fiat taking full control of Chrysler. The initial purchase price of $3.65 billion will be funded by a $1.9 billion special distribution from Chrysler and $1.75 billion in cash from Fiat, and followed by an additional $0.7 billion contribution to be made by Chrysler over the next three years in four installments. The agreement between Fiat and the VEBA Trust also allows for the dismissal of the legal proceedings regarding the interpretation of the call option agreement between Fiat and the VEBA Trust. S&P understands Fiat does not plan to raise equity to fund any part of the acquisition. Including the $1.9 billion distribution from Chrysler, the transaction will likely lead to growth in Fiat's reported net debt. On a Standard & Poor's-adjusted basis, this will likely be offset by a similar-size year-on-year decrease in net liabilities related to pensions and other post-employment benefits, in S&P's view. Overall, S&P expects Fiat will be able to maintain credit ratios in S&P's "aggressive" financial risk profile category following the transaction. The ratings on Fiat reflect S&P's view of the company's "fair" business risk profile and "aggressive" financial risk profile, as S&P's criteria define these terms. "Given that Chrysler is already 58.5%-owned and fully consolidated by Fiat, we believe 100% control will not immediately strengthen Fiat's business risk profile, which we already assess as "fair". Still, the acquisition should provide a new impetus to the group's integration initiatives. We believe full control will give the group greater flexibility to deploy its commercial and industrial strategy on a global basis and could over time generate some cost savings. Full integration will also likely support Fiat's positioning in light trucks and minivan markets and enable cross- selling agreements that should underpin revenue growth over the next few years. Chrysler's main exposures to the increasing North American auto market and the Asian market will also dilute the group's substantial exposure to the depressed European auto market for mass-market vehicles," S&P said. The stable outlook reflects S&P's expectation that Fiat will accelerate the Chrysler integration process, supporting an improvement in operating performance in 2014, and take measures to facilitate cash flow movements with Chrysler. In S&P's base case, it expects the consolidated group to maintain FFO to net adjusted debt at 10%-12% and net adjusted debt to EBITDA at about 5.0x in 2014. S&P views both of these levels as the minimum levels commensurate with the current rating. FIRST DATA: Sells $725 Million Additional 11.75% Senior Notes ------------------------------------------------------------- First Data Corporation, on Jan. 6, 2014, issued and sold $725,000,000 aggregate principal amount of additional 11.75 percent Senior Subordinated Notes due 2021, which mature on Aug. 15, 2021, pursuant to an indenture governing the 11.75 percent Senior Subordinated Notes due 2021 that were issued on May 30, 2013, and Nov. 19, 2013, by and among the Company, the guarantors and Wells Fargo Bank, National Association, as trustee. The additional notes are expected to be treated as a single series with the Existing 11.75 percent Notes and will have the same terms as those of the Existing 11.75 percent Notes, except that the additional notes (i) will be subject to a separate registration rights agreement and (ii) will be issued initially under CUSIP numbers different from the Existing 11.75 percent Notes. The additional notes and the Existing 11.75 percent Notes will vote as one class under the Indenture. The Company will use the net proceeds from the issue and sale of the additional notes, together with cash on hand, to optionally redeem on Jan. 15, 2014, all of its outstanding 11.25 percent Senior Subordinated Notes due 2016 and pay related fees and expenses. Registration Rights Agreement On Jan. 6, 2014, the Company, the guarantors of the additional notes and the initial purchasers entered into a registration rights agreement with respect to the additional notes. In the Registration Rights Agreement, the Company and the guarantors of the additional notes have agreed that they will (1) file a registration statements on an appropriate registration form with respect to a registered offer to exchange the additional notes for new notes guaranteed by the guarantors on a senior unsecured basis, with terms substantially identical in all material respects to the additional notes and (2) use their reasonable best efforts to cause the exchange offer registration statement to be declared effective under the Securities Act of 1933, as amended. The Company and the guarantors have agreed to use their reasonable best efforts to cause the exchange offer to be consummated or, if required, to have one or more shelf registration statements declared effective, within 180 days after the issue date of the additional notes. If the Company and the guarantors fail to satisfy this obligation, the annual interest rate on the additional notes will increase by 0.25 percent. The annual interest rate on the additional notes will increase by an additional 0.25 percent for each subsequent 90-day period during which the registration default continues, up to a maximum additional interest rate of 0.50 percent per year over the applicable interest rate listed in the Indenture. If the registration default is corrected, the applicable interest rate on those additional notes will revert to the original level. If the Company must pay additional interest, it will pay it to the noteholders in cash on the same dates that the Company makes other interest payments on the additional notes, until the registration default is corrected. A copy of the Second Supplemental Indenture is available at: http://is.gd/59YeGi About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. For the nine months ended Sept. 30, 2013, the Company reported a net loss attributable to the Company of $746 million. First Data incurred a net loss attributable to the Company of $700.9 million in 2012, a net loss attributable to the Company of $516.1 million in 2011, and a net loss attributable to the Company of $1.02 billion in 2010. The Company's balance sheet at Sept. 30, 2013, showed $36.84 billion in total assets, $34.97 billion in total liabilities, $67.9 million in redeemable noncontrolling interest and $1.79 billion in total equity. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FRED'S INC: Poor Holiday Results Point to Retailer's Sale --------------------------------------------------------- Sarah Pringle, writing for The Deal, reported that as Fred's Inc. embarks on a review of strategic alternatives after revenue over the holiday season fell short of expectations, industry observers think an outright sale could be in the discount general merchandise store operator's future. According to the report, though the specific alternatives being evaluated weren't identified by the Memphis, Tenn.-based retailer, Fred's CFO Jerry Shore confirmed by phone that "there are a lot of different options that are available to the company." The report related that, in the Jan. 9, announcement, Fred's cited lackluster sales for its general merchandise business during Black Friday as the key factor behind the review. Fred's said its total sales for the five-week fiscal month of December were essentially flat at $209.5 million, as compared with $209.9 million a year earlier. Should Fred's pursue an outright sale, the company would likely be valued somewhere between about $17.50 and $22.50 a share, according to Northcoast Research Partners LLC analyst Nick Mitchell, the report further related. Based on Fred's 36.79 million shares or so outstanding, that means the retailer could fetch somewhere between $643.8 million and $827.8 million in a transaction. FREE HORIZON: Fitch Withdraws 'BB-' Rating on $6.3-Mil. Bonds ------------------------------------------------------------- Fitch Ratings withdraws its unenhanced 'BB-' rating on approximately $6.3 million outstanding charter school revenue bonds, series 2010, issued by the Colorado Educational and Cultural Facilities Authority on behalf of Free Horizon Montessori Charter School (FHM). FHM has chosen to stop participating in the rating process. Therefore, Fitch will no longer have sufficient information to maintain the ratings. Accordingly, Fitch will no longer provide ratings or analytical coverage for FHM. GENERAL MOTORS: 'Closest It Has Ever Been' to Reinstating Dividend ------------------------------------------------------------------ Jeff Bennett, writing for The Wall Street Journal, reported tthat General Motors Co. Chief Financial Officer Dan Ammann said the auto maker is "the closest it has ever been" to reinstating a dividend. According to the report, Mr. Ammann made the comments on Jan. 12 as he also said the European economy appears to have bottomed out. GM last paid a dividend on its common stock in May 2008. "It is at the bottom, but I am unsure how quickly we will come off the bottom," he said, the report cited. "We will see how the year unfolds." The comments inject more enthusiasm in the auto maker which has been showing signs of financial strength since its exit from bankruptcy in 2009, the report said. The auto maker reports its 2013 financial results next month. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GLOBAL AVIATION: World Airways Fails to Reach Deal with Teamsters ----------------------------------------------------------------- On Jan. 10, 2014, Teamster representatives of the Flight Attendants and Pilots of World Airways disclosed that bankruptcy discussions with their employer failed to yield an agreement on concessions their carrier was seeking. Approximately one year ago, Teamsters members sacrificed $75 million in concessions to allow World to emerge from bankruptcy for the first time. Less than nine months after emerging in February 2013, the company again declared bankruptcy in November 2013. "While the Teamsters remain committed to finding some way forward with the management of World Airways, our members have spoken loud and clear that we cannot make more concessions without assurances that sacrifices will be shared equally among stakeholders and that the sacrifices will be remembered and honored should the company return to profitability," said Capt. David Bourne, Director of the Teamsters Airline Division. "So far, the company has been unwilling to give us such assurances. Moreover, the company has failed to provide up-to-date information about their business plans, or solid accounting supporting their requests for concessions." This round of concessionary negotiations marks the second time Teamsters-represented Pilots and Flight Attendants were asked to cut wages and benefits. No further negotiations are scheduled at this time. The Teamsters Airline Division represents approximately 80,000 workers in all segments of commercial aviation, including pilots and flight attendants. The International Brotherhood of Teamsters was founded in 1903 and represents more than 1.4 million hardworking men and women in the United States, Canada and Puerto Rico. 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. GMG CAPITAL: Files Schedules of Assets and Liabilities ------------------------------------------------------ GMG Capital Partners III, L.P., filed with the U.S. Bankruptcy Court for the Southern District of New York its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $21,696,757 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $0 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $7,877,498 ----------- ----------- TOTAL $21,696,757 $7,877,498 A copy of the schedules is available for free at: http://bankrupt.com/misc/GMGCAPITALsal.pdf GMG Capital Partners III, L.P., and GMG Capital Partners III Companion Fund, L.P., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10, 2013. GMG CAPITAL: Olshan Frome Approved as Bankruptcy Counsel -------------------------------------------------------- The Bankruptcy Court has authorized GMG Capital Partners III, L.P., and GMG Capital Partners III Companion Fund, L.P, to employ Olshan Frome Wolosky LLP as counsel. As reported in the Troubled Company Reporter on Sept. 18, 2013, Olshan is expected to, among other things: (a) advise the Debtors of their rights, powers and duties as debtors and debtors in possession continuing to operate and to manage their respective businesses and properties under Chapter 11 of the Bankruptcy Code; (b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, draft orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed in the Debtors' Chapter 11 cases; (c) advise the Debtors concerning, and prepare responses to, applications, motions, other pleadings, notices and other papers that may be filed by other parties in the Chapter 11 cases; (d) advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; (e) advise and assist the Debtors in connection with any commercial transactions; (f) advise and assist the Debtors in communications with the Debtors' stakeholders; (g) advise the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections and lease restructurings; (h) advise the Debtors in connection with the formulation, negotiation and promulgation of a Chapter 11 plan or plans, and related transactional documents; (i) assist the Debtors in reviewing, estimating and resolving claims asserted against the Debtors' estates; (j) commence and conduct litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' Chapter 11 estates or otherwise further the goal of completing the Debtors' successful Chapter 11 process, and to defend against any litigation brought against the Debtors; and (k) perform all other necessary and appropriate legal services in connection with the Chapter 11 cases for or on behalf of the Debtors. The Debtors will pay Olshan based on the firm's current hourly rates as follows: Partners & Counsel $500 to $780 Associates $290 to $500 Paraprofessionals $170 to $300 These professionals who will have primary responsibility for providing services to the Debtor: Michael S. Fox ($670), Kyle C. Bisceglie ($650) and Jonathan T. Koevary ($490). The Debtors will also reimburse the firm for its expenses incurred in connection with its representation. Olshan received an initial retainer on Aug. 27, 2013, of $55,000 and a subsequent retainer on Sept. 9, 2013, of $15,000, for its preparation for and representation of the Debtors in their Chapter 11 cases. The Debtors believe that Olshan is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code, as modified by Section 1107(b) of the Bankruptcy Code. About GMG Capital Partners GMG Capital Partners III, L.P., and GMG Capital Partners III Companion Fund, L.P., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10, 2013. GMG Capital Partners III disclosed $21,696,757 in assets and $7,877,498 in liabilities as of the Chapter 11 filing. GMX RESOURCES: U.S. Trustee Objects to Confirmation of Plan ----------------------------------------------------------- Richard A. Wieland, the U.S. Trustee for Region 19, objects to the Joint Plan of Reorganization of GMX Resources, Inc., et al., complaining that the release provisions, as they pertain to non- debtors, are in violation of Section 524(e) and, potentially, Section 1141(d)(3) of the Bankruptcy Code, as the debtor estates are not truly reorganized under the plan. The Court has set Jan. 21, 2014 at 1:30 p.m. central time, as the date and time for hearing on confirmation of the Plan and to consider any objections to the Plan. The confirmation hearing will be held in the Ninth Floor Courtroom, Old Post Office Building, 215 Dean A. McGee Avenue, Oklahoma City, Oklahoma. GMX Plan The revised Chapter 11 plan is based on a settlement between senior secured noteholders and unsecured creditors. Senior secured noteholders are to assume ownership of the Debtors in exchange for $336.3 million of the $402.4 million they're owed -- a recovery of about 83 percent. The plan reduces debt by $505 million. The senior noteholders will waive their $64 million deficiency claim if unsecured creditors vote in favor of the plan. Second-lien notes totaling $51.5 million and $42.3 million in convertible notes will be treated as unsecured debt. Similarly, $2 million in old senior notes will be in the class of unsecured creditors. Unsecured creditors will share $1.5 million in cash, for a recovery estimated at 1 percent or an undetermined larger amount as a result of successful lawsuits. Before the settlement, the unsecured creditors' committee objected to selling the assets to lenders in exchange for debt. The lenders had won an auction to buy the assets in a debt swap. The committee said the sale would have left nothing for unsecured creditors. The settlement abandoned the idea of standalone sale, in favor of giving ownership to senior noteholders through the plan. The $51.5 million in 9 percent second-lien notes last traded on Dec. 3 for less than 1 cent on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The $48.3 million in senior unsecured notes due 2015 traded on Nov. 20 for less than 1 cent, according to Trace. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/GMX_RESOURCES_ds.pdf About GMX Resources GMX Resources Inc. -- http://www.gmxresources.com/-- is an independent natural gas production company headquartered in Oklahoma City, Oklahoma. GMXR has 53 producing wells in Texas & Louisiana, 24 proved developed non-producing reservoirs, 48 proved undeveloped locations and several hundred other development locations. GMXR has 9,000 net acres on the Sabine Uplift of East Texas. GMXR has 7 producing wells in New Mexico. GMX filed a Chapter 11 petition in its hometown (Bankr. W.D. Okla. Case No. 13-11456) on April 1, 2013, so secured lenders can buy the business in exchange for $324.3 million in first-lien notes. GMX listed assets for $281.1 million and liabilities totaling $458.5 million. GMX missed a payment due in March 2013 on $51.5 million in second- lien notes. Other principal liabilities include $48.3 million in unsecured convertible senior notes. The DIP financing provided by senior noteholders requires court approval of a sale within 75 days following approval of sale procedures. The lenders and principal senior noteholders include Chatham Asset Management LLC, GSO Capital Partners, Omega Advisors Inc. and Whitebox Advisors LLC. David Zdunkewicz, Esq., Timothy A. Davidson II, Esq., and Joseph Rovira, Esq., at ANDREWS KURTH LLP, serves as the Debtors' counsel. Special Local Counsel, Conflicts Counsel and Litigation Counsel for the Debtors are William H. Hoch, Esq., and Christopher M. Staine, Esq., at CROWE & DUNLEVY, P.C. Counsel to Backstop Lenders under DIP Financing and Steering Committee of Holders of Senior Secured Notes are Brian Hermann, Esq., and Sarah Harnett, Esq., at PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP. Counsel to the Unsecured Creditors Committee is Jason Brookner, Esq., at LOOPER REED & MCGRAW P.C. Looper Reed replaced Winston & Strawn LLP, effective as of April 25, 2013. The Committee tapped Conway MacKenzie, Inc., as financial advisor. GREENESTONE HEALTHCARE: Amends FY 2012 Report --------------------------------------------- GreeneStone Healthcare Corporation filed with the U.S. Securities and Exchange Commission on January 7, 2014, an amendment to its annual report on Form 10-K for the year ended Dec. 31, 2012. In the report, Jarvis Ryan Associates expressed substantial doubt about the Company's ability to continue as a going concern, citing the Company has incurred losses since inception. As at Dec. 31, 2012, the Company has a working capital deficiency of $4,015,405 (2011: $3,587,001) and accumulated deficit of $10,303,902 (2011: $8,819,549). Accordingly, the Company will be dependent upon the raising of additional capital through placement of common shares, and, or debt financing in order to implement its business plan. The Company reported total comprehensive loss of $1.55 million on $5.54 million of revenues on Dec. 31, 2012, compared with a total comprehensive loss $2.46 million on $1.68 million of revenues on Dec. 31, 2011. The Company's balance sheet at Dec. 31, 2012, showed $1.12 million in total assets, $4.56 million in total liabilities, and stockholders' deficit of $3.44 million. A copy of the Form 10-K/A is available at: http://is.gd/eOYC54 Greenestone Healthcare Corporation -- http://www.greenestone.net/ -- operates medical and healthcare clinics in Ontario, Canada. GreeneStone's clinics serve to add overflow capacity to an increasingly stretched provincial healthcare system, and provide private alternatives to publicly available healthcare services. Its four medical clinics (three in Toronto, along with a facility in Muskoka, Ontario) offer various medical services, including addiction treatment, endoscopy, minor cosmetic procedures, and executive health care services. HOG BROTHERS: Central Railroad Company Suit Goes to Trial --------------------------------------------------------- District Judge Denise Page Hood granted the request of Hog Brothers Recycling, LLC, to set aside a default judgment entered in November 2009 in the lawsuit commenced against it by Central Railroad Company of Indianapolis to allow the parties to litigate the issues based on merits. "The Court is satisfied that the entry of this default was justified pursuant to Fed. R. Civ. P. 55(a) as Defendant failed to plead or otherwise defend after it was properly served with a summons and a copy of the Complaint. The Court also appreciates the fact that following the entry of default, this case was administratively closed by the Court due to [Hog Brothers'] Bankruptcy Court proceedings. The court recognizes that vacating a default judgment duly entered without fraud or overreaching is not an action which the Court should take arbitrarily or as a courtesy or favor to the losing party. . . . Nevertheless, federal courts also tend to view default judgments with disfavor and favor trials on the merits," according to Judge Hood. CRCI filed a Complaint against Hog Brothers in September 2009 to collect freight and finance charges assessed pursuant to applicable tariffs governing the common carriage of freight by the Chicago, Fort Wayne & Eastern Division of CRCI, an interstate rail carrier, as mandated by 49 U.S.C. Sec. 11101. Beginning in January 2009 and continuing through August 2009, Hog Brothers incurred $112,578.26 in freight and finance charges, but has failed to pay them. The case is, CENTRAL RAILROAD COMPANY OF INDIANAPOLIS d/b/a CHICAGO FORT WAYNE & EASTERN RAILROAD, Plaintiff, v. HOG BROTHERS RECYCLING, LLC, Defendant, Case No. 09-CV-13522 (E.D. Mich.). A copy of the Court's Jan. 8, 2014 Memorandum Opinion and Order is available at http://is.gd/GSrN8nfrom Leagle.com. Hog Brothers Recycling, LLC, filed for bankruptcy on March 18, 2010 (Bankr. E.D. Mich., Case No. 10-48733). On July 9, 2010, the Bankruptcy Court approved a motion for the sale of substantially all of the Debtor's assets for Fort Iron. On Oct. 22, 2010, the Court entered an order dismissing the case and the case was closed on Oct. 25, 2010. HOSPITALITY STAFFING: Conway Mackenzie Approved to Provide CRO -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized HSS Holding, LLC, et al., to employ Conway Mackenzie Management Services, LLC, to provide chief restructuring officer and additional personnel; and appoint A. Jeffrey Zappone as chief restructuring officer, and Peter J. Richter as executive vice president. As reported in the Troubled Company Reporter on Nov. 4, 2013, the engagement letter between the Debtors and CMS provides that the firm will be compensated for its services on a weekly basis pursuant to these hourly rates: Managing and Senior Directors $355 to $675 Senior Associates and Directors $295 to $425 The engagement agreement also provides for a $50,000 retainer, and the reimbursement of CMS' reasonable out-of-pocket expenses. The firm has assured 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. About Hospitality Staffing Solutions, LLC Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. HSS Holding disclosed assets of undetermined amount and liabilities of $22,910,994 as of the Chapter 11 filing. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. HOSPITALITY STAFFING: Epiq Approved as Administrative Advisor ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized HSS Holding, LLC, et al., to employ Epiq Bankruptcy Solutions, LLC as administrative advisor. Epiq presently serves as the Debtors' claims and noticing agent. Prior to the Petition Date, the Debtors provided Epiq a $25,000 retainer. The firm will be paid in accordance to its customary hourly rates and will be reimbursed for any necessary out-of- pocket expenses. About Hospitality Staffing Solutions, LLC Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. HSS Holding disclosed assets of undetermined amount and liabilities of $22,910,994 as of the Chapter 11 filing. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. HOSPITALITY STAFFING: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- HSS Holding, LLC, filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property Undermined C. Property Claimed as Exempt D. Creditors Holding Secured Claims $22,910,994 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $0 ----------- ----------- TOTAL Undetermined $22,910,994 A copy of HSS Holding's schedules is available for free at: http://bankrupt.com/misc/HOSPITALITYSTAFFINGsal.pdf About Hospitality Staffing Solutions, LLC Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. HOSPITALITY STAFFING: Saul Ewing Okayed as Bankruptcy Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has authorized HSS Holding, LLC, et al., to employ Saul Ewing LLP as general bankruptcy counsel. As reported in the Troubled Company Reporter on Nov. 4, 2013, the attorneys designated to represent the Debtors and their current hourly rates are: Mark Minuti, Esq. $640 Jeffrey C. Hampton, Esq. $560 Lucian Murley, Esq. $375 Monique B. DiSabatino, Esq. $275 Ryan B. White, Esq. $270 In addition, other attorneys and paralegals will be involved as necessary and appropriate to represent the Debtors, and the firm's hourly rates for those professionals are as follows: Partners $350 to $750 Special Counsel $300 to $495 Associates $245 to $425 Paraprofessionals $160 to $275 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Minuti, a partner at Saul Ewing LLP, in Wilmington, Delaware, assures the Court that his 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. In the one-year period prior to the Petition Date, Saul Ewing received payment from the Debtors in the approximate amount of $365,000 for services rendered in contemplation of or in connection with the planning of the Debtors' bankruptcy cases. As of the Petition Date, Saul Ewing also received from the Debtors the filing fees for the Chapter 11 cases in the amount of $12,130. About Hospitality Staffing Solutions, LLC Hospitality Staffing Solutions, LLC (HSS) -- http://www.hssstaffing.com-- is a hospitality staffing company. Established in 1990, the company's team of hotel industry experts works with 4 and 5 star properties in 35 states and 62 markets across the country. Hospitality Staffing Solutions and various affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 13-12740) on Oct. 24, 2013, to facilitate a sale of the business to HS Solutions Corporation, an entity formed by LJC Investments I, LLC and a group of investors including Littlejohn Opportunities Master Fund, L.P., Caymus Equity Partners and Management, and SG Distressed Debt Fund LP. The investor group acquired $22.9 million of the Company's secured bank debt on Oct. 11. That debt is in default. The sale transaction is subject to higher and better offers. The Chapter 11 cases are before Judge Brendan Linehan Shannon. The Debtors are represented by Mark Minuti, Esq., at Saul Ewing LLP, in Wilmington, Delaware; and Jeffrey C. Hampton, Esq., Monique Bair DiSabatino, Esq., and Ryan B. White, Esq., at Saul Ewing LLP, in Philadelphia, Pennsylvania. The Debtors' financial advisor is Conway Mackenzie, Inc., and their investment banker is Duff & Phelps Corp. Epiq Systems, Inc., is the Debtors' claims and noticing agent. HSS Holding disclosed assets of undetermined amount and liabilities of $22,910,994 as of the Chapter 11 filing. The investor group is providing DIP financing. They are represented by Scott K. Charles, Esq., and Neil M. Snyder, Esq., at Wachtell, Lipton, Rosen & Katz, in New York; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP, in Wilmington, Delaware. Roberta A. DeAngelis, U.S. Trustee for Region 3, has notified the Bankruptcy Court that she was unable to appoint a committee of unsecured creditors in the Debtors' cases as there was insufficient response to the U.S. Trustee communication/contact for service on the committee. IDB HOLDING: G. Willi-Food Announces Repayment of Convertible Loan ------------------------------------------------------------------ G. Willi-Food International Ltd., a global company that specializes in the development, marketing and international distribution of kosher foods, on Jan. 13 disclosed that it expects revenue growth of approximately 17% for fiscal 2013 compared to revenue in fiscal 2012, based on a preliminary assessment of the financial results. "In the 2013 fiscal year we were able to continue to attract new customers as well as maintain our strong customer base by providing quality products that have come to represent our brand," commented Zwi Williger, Chairman of Willi-Food. "We intend to continue the positive gains we have made and continue developing our product line in the current fiscal year." The Company also announced the full repayment by C.D-B.A Holdings (Designated) (2013) Ltd. (" C.D-B.A ") of the convertible loan of NIS65 million (approximately USD18.3 million) granted on November 28, 2013 in connection with the proposed reorganization plan for IDB Holding Corporation. The Company has also submitted a request from C.D-B.A to receive the NIS410 thousands (approximately USD120 thousands) in accumulated interest owed to the Company under the terms of the convertible loan agreement. About G. Willi-Food International Ltd. G. Willi-Food International Ltd. -- http://www.willi-food.com-- is an Israeli-based company specializing in high-quality, great- tasting kosher food products. Willi-Food is engaged directly and through its subsidiaries in the design, import, marketing and distribution of over 600 food products worldwide. As one of Israel's leading food importers, Willi-Food markets and sells its food products to over 1,500 customers in Israel and around the world including large retail and private supermarket chains, wholesalers and institutional consumers. The company's operating divisions include Willi-Food in Israel and Gold Frost, a wholly owned subsidiary who designs, develops and distributes branded kosher, dairy-food products. About IDB Holdings Headquartered in Tel Aviv, Israel, IDB Holdings Corporation Ltd. -- http://www.idb.co.il-- part of the IDB Group is a company engaged in diversified investment, financial and other related operations. IDB Holding Corporation owns a 100% interest in IDB Development Corporation Ltd., which holds and centralizes the Group's investment activities. Through its interest in IDB Development, IDB Holding's business interests include insurance through Clal Insurance, financial activities through Credit Suisse and Clal Finance, communications through 013 NetVision and Cellcom Communications, technology through several of its subsidiaries, industry through Makhteshim Agan Industries, Nesher, Taavura and several other companies, real estate development through Property & Building Corp. and Gav-Yam, and retail trade and tourism through Shufersal, Golf & Co. and Clal Tourism. ILG INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------ Debtor: ILG, Inc. fdba Interline Logistics Groups 5018 Bristol Industrial Way, Suite 204 Buford, GA 30518 Case No.: 14-50921 Chapter 11 Petition Date: January 12, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Debtor's Counsel: Cameron M. McCord, Esq. JONES & WALDEN, LLC 21 Eighth Street, NE Atlanta, GA 30309 Tel: (404) 564-9300 Fax: (404) 564-9301 Email: cmccord@joneswalden.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rusty Miller, CEO and secretary. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ganb14-50921.pdf IRONSTONE GROUP: Burr Pilger Replaces Madsen as Accountants ----------------------------------------------------------- Madsen & Associates CPAs, Inc., the independent registered public accounting firm of Ironstone, was dismissed by Ironstone on Jan. 2, 2014. Also, on Jan. 2, 2014, Ironstone engaged Burr Pilger Mayer, Inc., as its independent registered public accounting firm. Ironstone's decision to dismiss Madsen and to engage BPM was approved conditionally on BPM's client acceptance procedures by the Board of Directors of Ironstone on Dec. 17, 2013. None of the reports of Madsen on the consolidated financial statements for Ironstone for each of the two most recent fiscal years ending Dec. 31, 2012, and 2011 or any subsequent interim periods contain an adverse opinion or a disclaimer of opinion, nor were those reports qualified or modified as to uncertainty, audit scope or accounting principles. During Ironstone's two most recent fiscal years and the subsequent interim periods through the date of dismissal, there were no disagreements with Madsen on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Madsen, would have caused it to make reference to the subject matter of the disagreements in connection with its reports on the financial statements for those periods. For the years ended Dec. 31, 2012, and 2011, and through Jan. 6, 2014, there were no "reportable events" as that term is described in Item 304(a)(1)(v) of Regulation S-K. During the fiscal years ended Dec. 31, 2012, and 2011 and through Jan. 6, 2014, neither Ironstone, nor anyone acting on their behalf, consulted with BPM. Meanwhile, on Jan. 2, 2014, Mr. Thomas Thurston was appointed to the Board of Directors to fill an existing vacancy on the Board. Issues $230,000 Common Shares Ironstone Group entered into a Stock Purchase Agreement with certain new investors and certain of its existing investors, pursuant to which, Ironstone issued and sold to such Share Purchasers 131,429 shares of Ironstone's Common Stock, representing 7.0 percent of Ironstone's outstanding equity securities, for an aggregate purchase price of $230,000. The Share Purchasers included Ironstone Directors, Thomas Thurston and Robert Hambrecht, chief financial officer, Elizabeth Hambrecht, and secretary, Helen Miazga. About Ironstone Group San Francisco, Calif.-based Ironstone Group, Inc., and subsidiaries have no operations but are seeking appropriate business combination opportunities. Madsen & Associates CPA's, Inc., in Murray, 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 does not have the necessary working capital for its planned activity, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $1.10 million in total assets, $1.59 million in total liabilities and a $488,769 total stockholders' deficit. JACKSONVILLE BANCORP: Directors Bill Klich, Terrie Spiro Resign --------------------------------------------------------------- William R. Klich delivered to Jacksonville Bancorp, Inc., on Jan. 2, 2014, a notice of his resignation from the boards of directors of the Company and The Jacksonville Bank, its wholly owned subsidiary, located in Jacksonville, Florida. On Jan. 3, 2014, Terrie G. Spiro also delivered notice of her resignation from the boards of directors of the Company and the Bank. About Jacksonville Bancorp Jacksonville Bancorp, Inc., a bank holding company, is the parent of The Jacksonville Bank, a Florida state-chartered bank focusing on the Northeast Florida market with eight full-service branches in Jacksonville, Duval County, Florida, as well as the Company's virtual branch. The Jacksonville Bank opened for business on May 28, 1999, and provides a variety of community banking services to businesses and individuals in Jacksonville, Florida. Jacksonville Bancorp disclosed a net loss of $43.04 million in 2012, a net loss of $24.05 million in 2011 and a $11.44 million net loss in 2010. As of Sept. 30, 2013, the Company had $514.54 million in total assets, $481.82 million in total liabilities and $32.72 million in total shareholders' equity. "Both Bancorp and the Bank must meet regulatory capital requirements and maintain sufficient capital and liquidity and our regulators may modify and adjust such requirements in the future. The Bank's Board of Directors has agreed to a Memorandum of Understanding (the "2012 MoU") with the FDIC and the OFR for the Bank to maintain a total risk-based capital ratio of 12.00% and a Tier 1 leverage ratio of 8.00%. As of December 31, 2012, the Bank was well capitalized for regulatory purposes and met the capital requirements of the 2012 MoU. If noncompliance or other events cause the Bank to become subject to formal enforcement action, the FDIC could determine that the Bank is no longer "adequately capitalized" for regulatory purposes. Failure to remain adequately capitalized for regulatory purposes could affect customer confidence, our ability to grow, our costs of funds and FDIC insurance costs, our ability to make distributions on our trust preferred securities, and our business, results of operation, liquidity and financial condition, generally," according to the Company's annual report for the year ended Dec. 31, 2012. LANDAUER HEALTHCARE: Balks at Rival's Motion to Litigate NY Suit ---------------------------------------------------------------- Landauer Healthcare Holdings, Inc., et al., objected to the motion filed by Passaic Healthcare Services, LLC, dba Allcare Medical, for relief from the automatic stay, which, according to the Debtors, attempts to blur the line separating the Debtors' counterclaim in the lawsuit pending in a New York court and the prosecution of Allcare's affirmative claims in the pending lawsuit. Allcare, a full service durable medical equipment company specializing in clinical respiratory, wound care and support surfaces, in 2012, began negotiations to acquire Landauer from its controlling shareholder. In 2013, the negotiations fell as Landauer executed acquisition agreements with an entity known as "RiteCare" and with Medstar Surgical & Breating Equipment, Inc. Allcare filed a complaint against Landauer, Clairvest and LMI Healthcare Holdings, Inc., for breach of certain agreements and the covenant of good faith and fair dealing that caused Allcare substantial monetary damages. The Allcare lawsuit is captioned Passaic Healthcare Services, LLC, d/b/a Allcare Medical v. Landauer-Metropolitan, Inc., et al., Index No. 007775-13, Supreme Ct., NY, Nassau County. Allcare asked the U.S. Bankruptcy Court for the District of Delaware to lift the automatic stay so it can proceed litigation of the New York lawsuit and effectuate setoff of its claims. The Debtors assert that the litigation stay be extended through at least the effective date of a plan of liquidation to remove any potential unfairness to Allcare and to allow the Debtors to focus their efforts on their bankruptcy cases. The Official Committee of Unsecured Creditors and LMI DME Holdings LLC also join in the Debtors' objection to Allcare's lift stay motion. A hearing on Allcare's motion is scheduled for Jan. 17, 2014, at 11:00 a.m. Allcare is represented by Gary D. Bressler, Esq. -- gbressler@mdmc-law.com -- and David P. Primack, Esq. -- dprimack@mdmc-law.com -- at McElroy, Deutsch, Mulvaney & Carpenter, LLP, in Wilmington, Delaware; and Louis A. Modugno, Esq. -- lmodugno@mdmc-law.com -- at McElroy, Deutsch, Mulvaney & Carpenter, LLP, in Morristown, New Jersey. The Creditors' Committee is represented by Adam G. Landis, Esq., Kerri K. Mumford, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP, in Wilmington, Delaware. LMI DME is represented by David B. Stratton, Esq. -- strattond@pepperlaw.com -- and Evelyn J. Meltzer, Esq. -- meltzere@pepperlaw.com -- at Pepper Hamilton LLP, in Wilmington, Delaware. About Landauer Healthcare Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. The Debtors are represented by Justin H. Rucki, Esq., Michael R. Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L Gates LLP, in New York; and Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., in Boston, Massachusetts. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Maillie LLP serves as the Debtors' tax accountants. The Debtor filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. LIGHTSQUARED INC: Hearing Focuses on Dish Maneuvers --------------------------------------------------- Chris Nolter, writing for The Deal, reported that after Dish Network Corp. withdrew a $2.2 billion bid for a group of Lightsquared Inc.'s assets, debt purchases by the satellite TV company's chairman Charlie Ergen were the focus of a Jan. 9 bankruptcy hearing. According to the report, at the hearing, a lawyer for the bankrupt telecom suggested that the abrupt bid withdrawal, as well as the way Ergen went about acquiring his debt stake, were tactical moves meant to impede the reorganization to the benefit of Dish. Judge Shelley Chapman began an extended hearing on Jan. 9 that will consider competing plans to reorganize LightSquared and a lawsuit that the debtor brought against Ergen because of his purchases of secured debt, the report related. The hearing, the report noted, marks the culmination of legal wrangling between Ergen and LightSquared backer Philip Falcone over the troubled telecom. The parties debated whether Ergen made a legitimate investment in LightSquared's secured as an individual, or whether he violated debt terms by purchasing the securities, maneuvers that David Friedman of Kasowitz Benson Torres & Friedman LLP, representing Falcone's Harbinger Capital Partners LLC, termed "Ergenomics," the report said. 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: Grants $70,000 Cash Bonuses to CEO and CFO ------------------------------------------------------- Lime Energy's Compensation Committee granted Messrs. Adam Procell (chief executive officer) and Jeffrey Mistarz (chief financial officer) the following bonuses for their performance during 2013: Value of Shares of Cash Restricted Stock ------------ ------------------ Adam Procell $40,000 80,000 Jeffrey Mistarz $30,000 - The Committee approved the payment of these bonuses prior to the completion of the annual audit because it determined these bonuses based on criteria that are not dependent on the results of the audit. The restricted stock will be valued based on the closing price of the Company's stock on Jan. 6, 2014, which was $3.18 per share, and will vest in equal amounts on the last day of each of 2014, 2015 and 2016. The restricted stock was granted pursuant to a restricted stock agreement under the Company's 2008 Long-Term Incentive Plan, as amended. 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. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $12.58 million. The Company incurred a net loss of $31.81 million in 2012 as compared with a net loss of $18.93 million in 2011. 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 and negative cash flow from operations that raise substantial doubt about its ability to continue as a going concern. LONE PINE: Bankruptcy Court Approves Restructuring Plan ------------------------------------------------------- Lone Pine Resources Inc. on Jan. 10 disclosed that the United States Bankruptcy Court for the District of Delaware has issued an order recognizing and enforcing in the United States under Chapter 15 of the U.S. Bankruptcy Code the order issued on January 9, 2014 by the Court of Queen's Bench of Alberta sanctioning and approving Lone Pine's previously announced First Amended and Restated Plan of Compromise and Arrangement under the Companies' Creditors Arrangement Act. Implementation of the Plan remains subject to satisfaction or waiver of the various other conditions precedent set forth in the Plan. Assuming satisfaction or waiver of these conditions within the expected time frames, the Company currently anticipates implementing the Plan and completing its restructuring on or before Friday, January 31, 2014. Further information regarding the Company's restructuring proceedings under the CCAA and Chapter 15, including copies of the Plan, the Plan Supplement dated December 27, 2013, the information circular and other materials relating to the creditors' meetings held on January 6, 2014, the Sanction Order and U.S. Recognition Order, and all other court orders and previously-filed reports of PricewaterhouseCoopers Inc., as Court-appointed monitor of Lone Pine and its subsidiaries, are available on the Monitor's website at http://www.pwc.com/car-lpr About Lone Pine Resources Calgary, Canada-based Lone Pine Resources Inc. is an independent oil and gas exploration, development and production company with operations in Canada. The Company's reserves, producing properties and exploration prospects are located in the provinces of Alberta, British Columbia and Quebec, and in the Northwest Territories. The Company is incorporated under the laws of the State of Delaware. Lone Pine entered bankruptcy protection in Canada on Sept. 25, 2013, under the Companies' Creditors Arrangement Act and received an initial protection order from an Alberta court the same day. Lone Pine Resources simultaneously filed for Chapter 15 protection in Delaware in the United States (Bankr. D. Del. Case No. 13- 12487) to seek recognition of the CCAA proceedings. Lone Pine, LPR Canada and all other subsidiaries of the Company are parties to the CCAA and Chapter 15 proceedings. Lone Pine is being advised by RBC Capital Markets, Bennett Jones LLP, Vinson & Elkins LLP and Richards Layton & Finger P.A. in connection with the restructuring, with Wachtell, Lipton, Rosen & Katz LLP providing independent advice to the Company's board of directors. The Supporting Noteholders are being advised by Goodmans LLP and Stroock & Stroock & Lavan LLP. Lone Pine's plan of reorganization is a debt-for-equity swap that would allow it to shed $195 million in bond debt. Noteholders are to receive 100 percent ownership of the new common stock. The existing $180 million secured bank credit will be paid in full with proceeds from a new asset-backed loan. General unsecured creditors will share a $700,000 fund. Current equity holders are being wiped out. MERRIMACK PHARMACEUTICALS: Credit Suisse Owns Less Than 1% Stake ---------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Credit Suisse AG disclosed that as of Jan. 8, 2014, it beneficially owned 819,800 shares of common stock of Merrimack Pharmaceuticals Inc. representing 0.80 percent of the shares outstanding. Credit Suisse previously reported beneficial ownership of 5,097,450 common shares or 5.41 percent equity stake as of Feb. 14, 2013. A copy of the regulatory filing is available for free at http://is.gd/h676EH About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack Pharmaceuticals disclosed a net loss of $91.75 million in 2012, following a net loss of $79.67 million in 2011. The Company incurred a $50.15 million net loss in 2010. The Company's balance sheet at Sept. 30, 2013, showed $224.24 million in total assets, $240.87 million in total liabilities, $374,000 in noncontrolling interest, and a $16.26 million total stockholders' deficit. MOBILESMITH INC: Issues 1.4 Million Common Shares to Grasford ------------------------------------------------------------- MobileSmith, Inc., issued 1,475,000 million shares of the Company's common stock to Grasford Investments Ltd., Atlas Capital, S.A.,'s assignee under an Agreement, Acknowledgment and Partial Release, in consideration of $737,500. MobileSmith, Mary Beauregard, as Lead Plaintiff in the securities class action involving the Company captioned Mary Jane Beauregard vs. Smart Online, Inc., et al., filed in the United States District Court for the Middle District of North Carolina, and Atlas Capital, S.A., entered into the Agreement on Dec. 18, 2013. Pursuant to the terms of the Agreement, Atlas agreed to purchase 25,000 shares of common stock of the Company transferred by Henry Nouri to the Class Action settlement fund and 1,475,000 shares of common stock of the Company for $0.50 per share, and to waive and relinquish any claim to any share of the future proceeds of the Settlement Fund. About MobileSmith Inc. MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc., effective July 1, 2013. The Company develops and markets software products and services tailored to users of mobile devices. The Company's flagship product is The MobileSmithTM Platform. The MobileSmithTM Platform is an innovative, patents pending mobile app development platform that enables organizations to rapidly create, deploy, and manage custom, native smartphone apps deliverable across iOS and Android mobile platforms. Smart Online disclosed a net loss of $4.39 million in 2012, as compared with a net loss of $3.54 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.67 million in total assets, $31.59 million in total liabilities, and stockholders' deficit of $29.92 million. Cherry Bekaert LLP, in Raleigh, North Carolina, 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 and has a working capital deficiency as of Dec. 31, 2012, which conditions raise substantial doubt about the Company's ability to continue as a going concern. NGPL PIPECO: Moody's Lowers Corporate Family Rating to 'B3' ----------------------------------------------------------- Moody's Investors Service downgraded NGPL PipeCo LLC's debt ratings (including the Corporate Family Rating to B3 from B2). The company's Speculative Grade Liquidity rating remains at SGL-4, and the Probability of Default Rating is downgraded to B3-PD from B2- PD. The rating outlook is negative. These rating actions conclude a review initiated on Oct. 10, 2013, and follows an assessment of NGPL's third quarter 2013 results and its near-term prospects which indicated a continuing deterioration in the pipeline's financial performance. Ratings Rationale "NGPL has an untenable amount of debt, bringing near-term solvency into question, as the company is likely to violate its financial covenants over the next few quarters, absent a recapitalization," says Moody's senior vice president Mihoko Manabe. Moody's understands that NGPL believes it met its financial covenants for the 4Q13, typically a seasonally strong quarter. However, further deterioration in cash flow over the next few quarters will become evident due to significant amounts of contracts expiring in the 4Q13 and 1Q14. As a result, liquidity will get tighter. NGPL has a short average contract life (barely 2 years for its transport business), which makes it particularly sensitive to in- the-market legacy contracts being re-priced at lower prevailing rates. Since year-end 2012, the amount of contracted capacity for transport services has decreased by 13% and storage services by 6%. Such steep cuts in contracted capacity could repeat in 2014, as legacy transport contracts with utilities expire, putting roughly $40 million of related revenues at risk. NGPL also has cited a newfound weakness in its storage business, which indicates some large legacy contracts expiring this year, including those with marketers looking to exit the gas marketing business. NGPL's EBITDA in 3Q13 was $66 million, including about $10 million of gas sales that just brought its trailing 12 months EBITDA to the $300 million threshold needed to meet its debt-to-EBITDA leverage covenant of 9.75x. Also in the 3Q13, the company made a distribution of the full $58 million allowed under its credit agreement, retaining $50 million of it to supplement EBITDA to cure any future default on its financial covenants. Moody's estimates that NGPL will need to draw on these earnings enhancements to comply during 2014, based on the 3Q13 EBITDA that suggests an annualized run-rate in the range of $250 to $260 million, implying a debt-to-EBITDA of 12x using the low end of that EBITDA range. This level of earnings implies that NGPL needs to have debt of $2.4 to $2.5 billion, well below the $3.0 billion of debt it has currently, in order to meet the 9.75x test. This covenant will be harder to meet in 2015, when the threshold is lowered to 9.50x, requiring even more debt reduction, assuming EBITDA does not improve. Liquidity will continue to be strained as NGPL is unlikely to generate sufficient internal cash flow to make its semi-annual principal payments on its term loan, which will increase from $7.5 million in 2013 to $25 million in 2014. As a result, the company would need to begin borrowing under its $75 million revolver, so that NGPL's total debt could increase rather than decline over time as expected with the last refinancing two years ago. Based on the above-mentioned EBITDA of $250 million and assuming a 9x multiple suggest an enterprise value of $2.3 billion, which will not cover its $3 billion of debt and is less than half its total assets of $5.0 billion. "This valuation estimate and poor returns on its assets (-0.2% in the LTM 9/2013) indicates an imminent write-down of a substantial amount, if not all, of its goodwill ($3 billion) and book equity ($1.5 billion)," Manabe said. Moody's notes that NGPL's owners have substantial financial resources, but to-date they have capitalized NGPL at a bare minimum, allowing little margin for error as NGPL's revenues steadily erode. Having two owners has slowed decision-making, which could become more challenging as the company undergoes financial distress. The company has been under-investing, which risks pipeline integrity and safety longer term. A mitigating factor, which distinguishes NGPL from some Caa1 companies, however, is it being a substantial FERC-regulated asset that serves a public necessity, which provides some level of enduring value to cover debt. The negative outlook indicates NGPL's fluid situation, and the potential for announcements which will take place over the next several months that could spur further rating action. Moody's anticipates that NGPL's owners will be compelled to address its persistently troubled financial condition during this time, since NGPL will be required to make certain disclosures under its financing documents, for example, the deliveries of the 2014 business plan, the officers' compliance statement, audited financial statements, and a conference call with bondholders. NGPL's B3 corporate family rating could be downgraded if NGPL does not address its deteriorated financial condition in a timely manner, resulting in a loss of liquidity. Its outlook could be stabilized if the company is sufficiently de-leveraged and liquidity is improved, for example, debt-to-EBITDA comfortably under 9.5x. Downgrades: Issuer: NGPL PipeCo. LLC Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to B3 from B2, LGD3, 46 % from LGD3, 47 % Senior Secured Bank Credit Facility Sep 15, 2017, Downgraded to B3 from B2, LGD3, 46 % from LGD3, 47 % Senior Secured Regular Bond/Debenture Jun 1, 2019, Downgraded to B3 from B2, LGD4, 52 % from LGD4, 51 % Issuer: NGPL PipeCo. LLC (Old) Senior Secured Regular Bond/Debenture Dec 15, 2017, Downgraded to B3 from B2, LGD4, 52 % from LGD4, 51 % Senior Secured Regular Bond/Debenture Dec 15, 2037, Downgraded to B3 from B2, LGD4, 52 % from LGD4, 51 % Outlook Actions: Issuer: NGPL PipeCo. LLC Outlook, Changed To Negative From Rating Under Review The principal methodology used in this rating was the Natural Gas Pipelines published in November 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. NII HOLDINGS: S&P Lowers CCR to 'CCC+' on Weak Finc'l. Performance ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Reston, Va.-based wireless service provider NII Holdings Inc. (NII) to 'CCC+' from 'B-'. The outlook is negative. At the same time, S&P lowered the rating on the senior unsecured debt at NII International Telecoms S.C.A., a wholly-owned subsidiary of NII, to 'CCC' from 'B-' and revised the recovery rating to '5' from '3'. The '5' recovery rating indicates S&P's expectation for modest (10%-30%) recovery in the event of payment default. S&P also lowered the rating on the senior unsecured debt at NIICapital Corp. to 'CCC-' from 'CCC'. The recovery rating on this debt remains at '6', which indicates S&P's expectation for negligible (0%-10%) recovery in the event of payment default. S&P removed all ratings from CreditWatch, where it had placed them with negative implications on Nov. 1, 2013, following the company's release of its 2013 third quarter earnings, which included a sharp 78% year-over-year decline in EBITDA. "The downgrade is based on NII's weak operating and financial performance and our view that the company's financial commitments may be unsustainable over the next few years, although liquidity should remain 'adequate' in 2014," said Standard & Poor's credit analyst Allyn Arden. More specifically, S&P believes the company faces uncertain longer-term business prospects given its weak market position as a niche provider of wireless services and greater price-based competition from better capitalized wireless operators. NII's results in the third quarter of 2013 were due primarily to subscriber losses in the Mexico market, investments related to the company's 3G wireless network deployment, weaker local currency rates, and lower average revenue per user (ARPU) in all of its markets. In particular, the shutdown of Sprint Corp.'s legacy integrated digital enhanced network (iDEN) had a significant impact on NII's operating and financial performance in Mexico since its 3G network experienced loading issues, which resulted in heightened churn and net subscriber losses. The outlook is negative. Despite the company's large cash balances and cost reduction initiatives, S&P believes there is a greater risk of default over the next few years given S&P's expectation for continued revenue declines and FOCF deficits. S&P could lower the rating if the potential for a default increases in the near term, which could be caused by growing competitive pressures, higher churn, subscriber losses, and lower ARPU in Brazil and Mexico such that liquidity deteriorates more rapidly from accelerating FOCF deficits than S&P currently anticipates. S&P do not expect a positive rating action in the near term. S&P could revise the outlook to stable or raise the rating if NII is able to: -- Maintain at least 15% cushion under its various covenants at the operating company facilities; -- Raise additional capital to improve its liquidity position; -- Demonstrate a trajectory to improve FOCF generation; and -- Improve the EBITDA margin to above 10% on a sustained basis. NPS PHARMACEUTICALS: Expects $31.5-Mil. Global Sales for 2013 ------------------------------------------------------------- NPS Pharmaceuticals, Inc., announced preliminary financial results for 2013 and its outlook for 2014. "2013 was a highly successful year marked by transformative events that position NPS to become a premier global commercial rare disease company," said Francois Nader, MD, president and chief executive officer of NPS Pharmaceuticals. "Highlights included the successful US launch of Gattex, regaining our ex-US rights to Revestive and Natpara, and filing the US BLA for Natpara in hypoparathyroidism." Preliminary 2013 Results and Update * In February, NPS launched and initiated commercial sales of Gattex(R) (teduglutide [rDNA origin]) for injection in the US for the treatment of adult Short Bowel Syndrome (SBS) patients who are dependent on parenteral support. Teduglutide is also approved in the European Union for adult SBS under the tradename Revestive(R). * NPS expects to report 2013 net global sales of approximately $31.5 million. As of December 31, there were 303 patients on Gattex/Revestive as compared to 235 patients as of November 1. These results are in line with the Company's guidance of $28 to $32 million in net sales and 275 to 325 patients on therapy by the end of 2013. The Company's 2013 guidance for net sales and the number of patients expected on therapy by year-end were positively revised over the course of 2013. * As of December 31, 530 Gattex/Revestive prescriptions were received, versus 452 prescriptions as of November 1. As previously reported, it is expected to take an average of 90 to 120 days to dispense the product after it is prescribed in the US. During this time, NPS Advantage works with patients to secure prior authorizations and reimbursement, obtain co- pay assistance, confirm completion of recommended testing, and coordinate nursing visits. * NPS ended 2013 with approximately $180 million in cash and investments. Dr. Nader continued: "As we move forward in 2014, our strong financial position and commercial outlook will allow us to continue to grow Gattex sales domestically and expand our global presence with the launches of Revestive in key ex-US markets. Importantly, we believe the peak opportunity for Revestive could significantly exceed that of Gattex in the US. Our commercial- readiness activities are underway for the potential US approval of Natpara later this year and international regulatory filings are also in preparation." 2014 Financial Outlook NPS expects to achieve the following financial objectives in 2014: * Net Gattex/Revestive sales of between $110 and $120 million, representing more than 250 percent growth in the Company's SBS franchise. * Operating expenses, excluding cost of goods sold and share- based compensation expense, of between $180 and $200 million. The anticipated increase in 2014 operating expenses is primarily related to the following investments that NPS is making to drive continued long-term, global growth: -- The build-out of the Company's infrastructure and core competencies to support the continued growth of NPS as a global organization. -- The production of pre-launch Natpara inventory and the establishment of secondary supply-chain sources. -- The pre-launch initiatives and the milestone-based ramp up of the US commercial infrastructure to support the successful commercialization of Natpara. Key pre- launch activities include generating awareness on the burden of hypoparathyroidism, creating an unbranded platform, deploying a pre-launch field-based team, and identifying patients. -- The execution of clinical activities supporting the global development of teduglutide in pediatric SBS and NPSP795 in autosomal dominant hypocalcemia or ADH. -- Regulatory activities, including preparations for a potential US Food and Drug Administration Advisory Committee meeting and key international regulatory submissions for Natpara in hypoparathyroidism. 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 $18.73 million in 2012, 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. NUSTAR PIPE: Fitch Affirms B+ Rating on Jr. Subordinated Notes ------------------------------------------------------------- Fitch Ratings affirms the 'BB' Issuer Default Rating (IDR) and senior unsecured rating for NuStar Logistics, L.P.'s (Logistics). The junior subordinated notes are affirmed at 'B+'. At the same time, the 'BB' IDR is withdrawn for NuStar Pipe Line Operating Partnership, L.P. (NPOP) since there is no longer debt issued at NPOP. Debt issued by Logistics is guaranteed by NuStar Energy L.P. (NuStar) and NPOP. Both Logistics and NPOP are the operating limited partnerships of NuStar, which is a publicly traded master limited partnership. The Outlook is Stable based on expectations that EBITDA growth resumes following significant deterioration in 2012 and that cash flow should be more stable than in the recent past. The 'BB' rating is supported by NuStar's strong base of primarily fee-based and regulated pipeline, and terminalling and storage assets. These assets accounted for 80% of segment EBITDA in 2011 and Fitch estimates the assets could account for approximately 95% of EBITDA in 2013 and 2014. The company sold 50% of its asphalt operations in September 2012 and closed on the sale of its San Antonio refinery in January 2013. Both of these assets generated volatile cash flows. NuStar has been in discussions with its asphalt operations JV partner to divest the remaining 50% stake it owns. NuStar currently provides the JV with a $250 million senior unsecured revolver and up to $150 million in guarantees. Should NuStar successfully divest its 50% stake and financial obligations to the JV, it would benefit NuStar's credit profile but would not likely trigger a rating action. Other factors which support the rating include expectations a return to EBITDA growth in 2013 and beyond after significant deterioration in 2012. In 2013, EBITDA growth from the transportation segment is expected to more than offset weakness in the storage segment which has been hurt by lower demand for storage due to backwardation of the forward curve for crude. Ratings concerns include the company's leverage (Fitch defined as debt adjusted for 50% equity credit for the junior subordinated notes to adjusted EBITDA) of 4.9x as of Sept. 30, 2013. Other concerns include continued high levels of spending for capex in 2013 and expectations for significant spending in 2014. Following NuStar's acquisition of crude oil assets in December 2012 for approximately $325 million, the company plans to invest in the assets for growth. Fitch estimates overall liquidity to be approximately $485 million as of Sept. 30, 2013. The company had $25 million of cash and equivalents on the balance sheet. In addition, it has a $1.5 billion revolver due 2017 and availability to draw on the revolver is restricted by the leverage covenant as defined by the bank agreement. Fitch estimates that NuStar had availability to draw approximately $460 million since leverage as defined by the bank agreement was 4.3x as of Sept. 30, 2013. Revolver borrowings were $286 million. Leverage as defined by the bank agreement is to be no greater than 5.0x for covenant compliance. However, if NuStar makes acquisitions which exceed $50 million, the bank-defined leverage ratio increases to 5.5x from 5.0x for two consecutive quarters. The bank agreement definition of debt excludes debt proceeds held in escrow for the future funding of construction which was $88 million as of Sept. 30, 2013 and $403 million of junior subordinated debt from the definition of debt. The bank-defined leverage calculation also gives pro forma credit for EBITDA for material projects. Fitch still expects yearend 2013 leverage (Fitch defined as debt adjusted for 50% equity credit for the junior subordinated notes to adjusted EBITDA) to be in the range of 4.8 - 5.0x. Leverage is forecast to remain in that range in 2014 and 2015. After the revolver matures in 2017, the next debt maturity is $350 million due in 2018. Capital expenditures remain significant. In 2011, total capex was $336 million and it rose to $411 million in 2012. Management estimates it to be in the range of $335 million to $370 million in 2013. Fitch believes spending in 2014 could be above 2013 given NuStar's need to increase EBITDA and distributable cash flow. Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Significant leverage reduction. Should leverage fall below 4.5x over a sustained period of time, Fitch may take positive rating action. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Reduced liquidity; -- Deterioration of EBITDA; -- Inability to meet growth expectations associated with the crude oil acquisition in late 2012 given the substantial investment; -- Significant increases in capital spending beyond Fitch's expectations or further acquisition activity which have negative consequences for the credit profile; -- Increased adjusted leverage beyond 5.5x for a sustained period of time. OPPENHEIMER PARTNERS: Bankruptcy Case Administratively Closed ------------------------------------------------------------- The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the District of Arizona has entered a final decree administratively closing the Chapter 11 case of Oppenheimer Partners Properties, LLP. As reported in the Troubled Company Reporter, the Court on July 18 entered an order confirming the Debtor's Plan of Reorganization dated March 21, 2012, as modified. The Court approved the disclosure statement describing the Plan on May 30, 2012. The Court ordered that the Plan Effective Date would be Aug. 1, 2013. Pursuant to the Modified Plan filed July 18, 2013, MidFirst's secured claim (Class 3) in the amount of $10,007,532 would be paid in full and on the basis of the so-called A Note dated July 1, 2013. The A Note was due in full on July 1, 2013. Interest would accrue on the principal amount of the A Note at a rate of 5.25% commencing on July 1, 2013. The Debtor would make monthly principal and interest payments on the A Note to MidFirst based upon a 25-year amortization until the entire principal balance of the A Note and all interest accruing thereunder is paid in full. MidFirst's deficiency claim (Class 5) in the amount of $1,881,171 Would be paid in full and on the basis of a so-called B Note dated July 1, 2013. The B Note would be due and payable in full July 1, 2023. The B Note would accrue interest at 2% per annum commencing on the Effective Date. The Debtor would make payments of $10,000 per quarter until the B Note and all interest accruing thereunder is paid in full. Unsecured Claims (Class 7) in the amount of $168,723 were slated to receive payments quarterly beginning on the last day of the month after the fourth full quarter after the Effective Date of the Plan. The Debtor would make a quarterly payment to the Class 7 claims of $10,000. The allowed unsecured claims would be paid in full no later than the end of the fourth full year of quarterly payments. The Debtor and the holders of Class 7 allowed clams would bear their own attorneys' fees and costs. Holders of equity interests of the Debtor (Class 9) would retain their interests and contribute a total of $50,000 on the Plan Effective Date. A copy of the Modified Plan is available at: http://bankrupt.com/misc/oppenheimer.doc298.pdf A copy of the Confirmation Order is available at: http://bankrupt.com/misc/oppenheimer.doc303.pdf About Oppenheimer Partners Properties Oppenheimer Partners Properties LLP owns and operates a 184-unit residential apartment complex in Phoenix, Arizona. Oppenheimer purchased the property in June 2007 for $12 million through a combination of cash and a construction loan totaling $12.4 million. Oppenheimer filed for Chapter 11 bankruptcy (Bankr. D. Ariz. Case No. 11-33139) on Dec. 2, 2011. Judge Sarah Sharer Curley presides over the case. In its petition, the Debtor estimated $10 million to $50 million in assets and debts. The petition was signed by Eric Hamburger, managing partner. Robert C. Warnicke, Esq., at Warnicke Law PLC, serves as counsel to the Debtor, replacing Gordon Silver. OVERSEAS SHIPHOLDING: Inks Deal to Resolve Deutsche Bank Claims --------------------------------------------------------------- Overseas Shipholding Group and its debtor affiliates filed with the U.S. Bankruptcy Court for the District of Delaware a motion for entry of an order approving a stipulation resolving claims held by Deutsche Bank Securities, as assignee of claims filed against certain Debtors by Sorrel Shipmanagement Inc., Belerion Maritime Co., and Wind Dancer Shipping, Inc. The Stipulation provides for the following: (a) the Claims against Debtor Serifos Tanker Corporation will be allowed as general unsecured non-priority claims in the reduced amount of $15,088,497 against each of Serifos and OSG, on account of a guarantee provided to Sorrel; (b) the Claims against Debtor Kimolos Tanker Corporation will be allowed as general unsecured nonpriority claims in the reduced amount of $14,130,130 against each of Kimolos and OSG, on a guarantee provided to Kimolos; and (c) the Claims against Debtor Sifnos Tanker Corporation will be allowed as general unsecured non-priority claims in the reduced amount of $13,781,372 against each of Sifnos and OSG, on account of a guarantee provided to Sifnos. The Court scheduled a Feb. 3, 2014, hearing to consider the stipulation. Objections are due Jan. 27. About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. OVERSEAS SHIPHOLDING: Plans to Outsource Technical Management ------------------------------------------------------------- Overseas Shipholding Group, Inc. on Jan. 13 disclosed that it intends to outsource the technical management of its International Flag shipping business to V.Ships, a leading third-party ship manager. The outsourcing contract with V.Ships is subject to the approval of the Bankruptcy Court, which will be sought today and will be heard on February 3, 2014. The Company's U.S. Flag business will continue with its current strategy and will continue to be headquartered in Tampa, FL. Customers, employees, vendors and others involved with OSG's U.S. Flag business will see few, if any, changes. Pursuant to a newly focused strategy, the outsourcing of technical management will provide the Company's International Flag business with a competitive cost structure, consistent with industry best practice, that will enable it to take advantage of future market opportunities. This new strategy will include the use of a world- class third-party ship management company, V.Ships, to provide technical management services to OSG's International Flag conventional tanker fleet. The International Flag business, which has a strong history of pool participation, will now utilize pools as the principal commercial strategy for all of its vessels, and OSG intends to participate in independently managed tanker pools. "The simplification of our International business will allow us to rely upon the economies of scale, systems, and expertise of leading third parties," said OSG's chief executive officer, Capt. Bob Johnston. "By outsourcing technical management and pursuing a pool strategy for all our international vessels, we will position our international business to emerge successfully from Chapter 11 with a smaller, more-concentrated fleet without the need for costly systems, multiple offices and the associated expense. Outsourcing will allow our international management team to focus on the strategic direction of the business as the market recovers by retaining key operational and commercial oversight. "As we make this transition, we are committed to providing the same high level of service to our customers and maintaining our focus on safety, quality and environmental compliance. Customers will continue to be served by the same highly trained OSG crews as before, but under management by V.Ships, a larger organization with an established track record of incorporating industry best practices system-wide. For vendors, suppliers and others involved with our International Flag business, there will be a seamless transition as V.Ships assumes various functions. As we continue our restructuring process and emerge from Chapter 11 as a stronger, more-focused business, we are confident that we will be well positioned to succeed," concluded Capt. Johnston. About Overseas Shipholding Overseas Shipholding Group, Inc., headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. PICCADILLY RESTAURANTS: Hires CBRE Inc as Real Estate Broker ------------------------------------------------------------ Piccadilly Restaurants LLC and its debtor-affiliates seek authorization from the Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana to enter into a commission agreement with CBRE Inc. to market real property of the debtors. The services that CBRE Inc. will render as real estate broker include using reasonable diligent efforts to find purchasers for the Tamarac Property. The Commission Agreement envisions paying CBRE a commission at the closing of the sale of the Tamarac Property equal to four percent of actual sales price received by the Debtors. The commission is due only if CBRE Inc procures a purchaser for the sale of the Tamarac Property that closes during the term of the Commission Agreement or within 45 days after the expiration of the term. The Commission Agreement grants to CBRE the exclusive right to market the Tamarac Property for a period of six months after the effective date, and may be renewed by the parties. CBRE is responsible for its own administrative and out-of-pocket expenses in connection with its efforts under the Commission Agreement. Given the transactional nature of CBRE's engagement, CBRE will not bill the Debtors by the hour and will not keep records of time spent for professional services rendered in this Chapter 11 Case. CBRE's compensation is purely contingent on whether the Tamarac Property is sold as described above. Ken Krasnow, managing director of CBRE Inc, 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. CBRE Inc can be reached at: Ken Krasnow CBRE, INC. 200 E. Las Olas Boulevard, Suite 1620 Fort Lauderdale, FL 33301 Tel: (954) 331-1738 E-mail: ken.krasnow@cbre.com About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A., represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Attorneys at Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP, represent the Debtors in their restructuring efforts. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. Jeffrey L. Cornish serves as the Debtors' consultant. Postlethwaite & Netterville, PAC, serve as their independent auditors, accountants and tax consultants. GA Keen Realty Advisors, LLC, serve as the Debtors' special real estate advisors while FTI Consulting, Inc., as their financial consultants. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. The Committee sought and obtained Court approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as attorneys. Greenberg Traurig LLP also serves as counsel for the Committee while Protiviti Inc. serves as financial advisor. PICCADILLY RESTAURANTS: Atalaya Successfully Blocks FTI Hiring -------------------------------------------------------------- The Hon. Robert Summerhays of the U.S. Bankruptcy Court for the Western District of Louisiana denied Piccadilly Restaurants, LLC, et al.'s application to continue and expand FTI Consulting, Inc.'s scope of employment as financial consultants for a period from Dec. 5, 2013 through plan confirmation. Atalaya Administrative LLC -- in its capacity as administrative agent for Atalaya Special Opportunities Fund IV LP, the post- petition lenders to Piccadilly Restaurants, LLC, Piccadilly Food Service, LLC and Piccadilly Investments, LLC -- says the Debtors have no further availability under the DIP Financing and are not generating sufficient cash flow to satisfy administrative expenses. The Debtors are significantly behind in payments to professionals, having accrued unpaid fees of at least $700,000. Layering on $75,000 per month to pay FTI Consulting for work that is either unnecessary or should be accomplished at a fraction of the costs internally is not a prudent business decision. Atalaya Administrative does not consent to any use of cash collateral or DIP Financing funds to pay FTI Consulting going forward. Accordingly, there are no funds available to pay FTI Consulting. According to the Debtors, FTI Consulting was to: (a) develop an understanding of the businesses' current financial situation and the short and long term objectives; (b) review and assist in updating individual location profitability analyses; (c) work with the Debtors on 13-week forecasts and long term budget with specific focus on cash management and reporting and documentation as necessary; (d) assist the Debtors with various initiatives and analyses required by the restructuring process including identification and review of strategic options, reviews related to the plan confirmation process, and the assessment of current working capital control procedures; and (e) assist the Debtors in the preparation of financial information for distribution to the lenders and other stakeholders, including, but not limited to: cash flow projections and budgets; long term planning support packages; and cash sufficiency analyses. As in the Original Engagement Contract, The Debtors agreed to pay FTI Consulting a fixed monthly fee of $75,000 through the extended terms of the engagement. Attorney for Atalaya Administrative can be reached at: Brent R. McIlwain, Esq. HOLLAND & KNIGHT, LLP 300 Crescent Court, Suite 1100 Dallas, TX 75201 Tel: (214) 964-9481 E-mail: brent.mcilwain@hklaw.com About Piccadilly Restaurants Piccadilly Restaurants, LLC, and two affiliated entities sought Chapter 11 bankruptcy protection (Bankr. W.D. La. Case Nos. 12-51127 to 12-51129) on Sept. 11, 2012. The affiliates are Piccadilly Food Service, LLC, and Piccadilly Investments LLC. Piccadilly Restaurants, LLC, headquartered in Baton Rouge, Louisiana, is the largest cafeteria-style restaurant in the United States, with operations in 10 states in the Southeast and Mid- Atlantic regions. It is wholly owned by Piccadilly Investments, LLC. Piccadilly operates an institutional foodservice division through a wholly owned subsidiary, Piccadilly Food Service, LLC, servicing schools and other organizations. With a history dating back to 1944, the Company operates 81 restaurants at three owned and 78 leased locations. Then known as Piccadilly Cafeterias, Inc., the Company filed for Chapter 11 relief (Bankr. S.D. Fla. Case No. 03-27976) on Oct. 29, 2003. Paul Steven Singerman, Esq., and Jordi Guso, Esq., at Berger Singerman, P.A., represented the Debtor in the case. After Piccadilly declared bankruptcy under Chapter 11, but before its plan was submitted to the Bankruptcy Court for the Southern District of Florida, the Bankruptcy Court authorized Piccadilly to sell its assets to Yucaipa Cos., for about $80 million. In October 2004, the Bankruptcy Court confirmed the plan. Judge Robert Summerhays oversees the 2012 cases. Attorneys at Jones, Walker. Waechter, Poitevent, Carrere & Denegre, LLP, represent the Debtors in their restructuring efforts. BMC Group, Inc., serves as claims agent, noticing agent and balloting agent. In its schedules, the Debtor disclosed $34,952,780 in assets and $32,000,929 in liabilities. Jeffrey L. Cornish serves as the Debtors' consultant. Postlethwaite & Netterville, PAC, serve as their independent auditors, accountants and tax consultants. GA Keen Realty Advisors, LLC, serve as the Debtors' special real estate advisors while FTI Consulting, Inc., as their financial consultants. New York-based vulture fund Atalaya Administrative LLC, in its capacity as administrative agent for Atalaya Funding II, LP, Atalaya Special Opportunities Fund IV LP (Tranche B), and Atalaya Special Opportunities Fund (Cayman) IV LP (Tranche B), the Debtors' prepetition secured lender, is represented in the case by lawyers at Carver, Darden, Koretzky, Tessier, Finn, Blossman & Areaux, L.L.C.; and Patton Boggs, LLP. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. The Committee sought and obtained Court approval to employ Frederick L. Bunol, Esq., and Albert J. Derbes, IV, Esq., of Derbes Law Firm, LLC., as attorneys. Greenberg Traurig LLP also serves as counsel for the Committee while Protiviti Inc. serves as financial advisor. PLY GEM: Moody's Rates New $380MM Sr. Unsecured Notes 'B2' ---------------------------------------------------------- Moody's Investors Service assigned Ply Gem Industries, Inc.'s proposed $380 million senior secured term loan a B2 rating and proposed $550 million senior unsecured notes a Caa1 rating. Concurrently, Moody's affirmed the company's existing ratings including its B3 Corporate Family Rating and B3-PD Probability of Default Rating. Also, Moody's raised the company's Speculative- Grade Liquidity ("SGL") Assessment to SGL-2 from SGL-3 and maintained a positive rating outlook. Proceeds from the proposed $380 million term loan due 2021 and $550 million unsecured notes due 2022 along with cash on hand are expected to be applied towards refinancing Ply Gem's existing debt securities including its $756 million 8.25% senior secured notes due 2018 and $96 million 9.375% senior unsecured notes. Despite higher initial debt leverage, the transaction is credit positive as the company will lower its cost of capital while pushing out its maturity schedule. The following rating actions were taken (LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): Corporate Family Rating, affirmed at B3; Probability of Default Rating, affirmed at B3-PD; $380 million senior secured term loan due 2021, assigned B2 (LGD3, 33%); $550 million senior unsecured notes due 2022, assigned Caa1 (LGD5, 78%); Speculative-Grade Liquidity Assessment, upgraded to SGL-2 from SGL-3; Rating outlook remains positive. If the transaction closes as currently proposed, Moody's will withdraw the ratings on the company's existing senior secured notes due 2018 and senior unsecured notes due 2017. Ratings Rationale Ply Gem's B3 Corporate Family Rating reflects its high adjusted debt leverage that pro forma for this transaction is expected to increase to 7.4x from 6.9x at 9/28/2013. Moreover, the ratings reflect the company's aggressive balance sheet management and acquisitive nature. Ply Gem's customer concentration is of concern as well because top 10 customers represent 46% of total revenues. At the same time, Ply Gem's B3 Corporate Family Rating reflects the expected improvement in the company's credit metrics over the next two years as the company continues to benefit from the robust growth in its end markets (repair and remodeling and new home construction) and lower cost of capital. Adjusted debt leverage is anticipated to decline to around 5x and adjusted EBITA to interest expense to increase to about 2.4x by the end of 2015 absent any debt financed acquisitions and/or shareholder friendly activities. ABL facility availability and the lack of near-term debt maturities provide some offset to the company's high debt leverage metrics. The company's strong market position in both of its end markets - "siding, fencing, and stone" and "windows and doors" - benefits the rating. The upgrade of the SGL rating to SGL-2 from SGL-3 indicates improvement in the company's liquidity profile to "good" from "adequate." The SGL rating takes into consideration internal liquidity, external liquidity, covenant compliance and alternate sources of liquidity. By the end of 2014, Ply-Gem's free cash flow is expected to be positive. Additionally, Moody's projects the company to have no advances outstanding under its $250 million ABL facility due 2018. The positive rating outlook reflects Moody's expectation for an improvement in Ply Gem's credit metrics as the company's end markets continue to expand. The ratings could be upgraded if debt to EBITDA declines below 5.5 times and/or EBITA to interest expense is sustained above 2.0 times (all ratios incorporate Moody's standard adjustments). In addition, the ratings would benefit from consistent positive cash flow generation. The outlook could reverse back to stable if the company is unable to reduce its debt leverage below 6x by the end of 2015. Additionally, deteriorating liquidity profile and/or interest coverage as measured by EBITA to interest expense below 1x could result in a downgrade. Further, if debt/EBITDA is sustained above 7x then ratings could be downgraded. The principal methodology used in this rating was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Ply Gem Industries, Inc. is a leading manufacturer of exterior building products in North America. The company's core products are vinyl siding, windows, patio doors, and stone veneer, serving both the new construction and repair and remodeling end markets. Ply Gem is a public company and trades on NYSE under the symbol PGEM. CI Capital Partners LLC purchased the company in 2004 and together with management have a majority ownership. Revenues for the 12 months ended Sept. 28, 2013 totaled about $1.3 billion. PROWLER ACQUISITION: Moody's Assigns 'B3' Corp. Family Rating ------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Prowler Acquistion Corp., a holding company that wholly-owns Pipeline Supply & Service, LLC. Moody's assigned Prowler a B3 Corporate Family Rating (CFR), a B3-PD Probability of Default Rating, a B2 rating to its proposed $245 million first lien term loan facility, consisting of a $40 million revolving credit facility and $205 million first lien term loan, a Caa2 rating to its proposed $65 million second lien term loan facility, and a SGL-2 Speculative Grade Liquidity rating. The outlook is positive. Proceeds from the term loan facilities will be used primarily to finance PSS's acquisition of Industrial Air Tool, L.P. (IAT), with the remainder used to refinance existing debt and pay fees and expenses. The assigned ratings assume this transaction occurs as expected and are subject to review of final documents and terms. "While Prowler's ratings are constrained by the company's fairly small size and scale, with exposure to energy cyclicality, its ratings and positive outlook benefit from the company's good diversification across the energy value chain, long-standing customer and supplier relationships and healthy margins compared to peers," commented Gretchen French, Moody's Vice President. Assignments: Issuer: Prowler Acquisition Corp. Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Senior Secured First Lien Term Loan Facility, Assigned B2 (LGD 3, 38%) Senior Secured Second Lien Term Loan Facility, Assigned Caa2 (LGD 5, 88%) RATINGS RATIONALE Prowler's B3 CFR reflects the company's small revenue and asset base and the company's exposure to the cyclical energy sector. Prowler has weak asset coverage of debt and will need to reduce elevated debt balances in order to better withstand energy industry cyclicality and support a higher CFR. The B3 rating also considers Prowler's limited track record at its current size and configuration. Prowler's B3 CFR is supported by its counter cyclical working capital cycle, favorable margins compared to a number of rated distributors, diversification across the energy value chain, and our positive outlook for midstream and upstream offshore activity levels over the next 12-18 months. Moreover, the company has long established customer and supplier relationships and has considerable revenue exposure to MRO (maintenance, repair and overhaul) activity that should help to provide a degree of stability to its revenue through the cycle. Prowler's liquidity is good (SGL-2), supported by its pro forma projected free cash flow generation, undrawn credit facility, good headroom under springing and incurrence-based covenants of its proposed credit facilities, and no near-term debt maturities. Full availability under its $40 million revolving credit facility will be sufficient to meet any potential cash shortfalls to cover working capital requirements and larger than anticipated capital expenditures. However, alternate liquidity options are constrained since the company's assets are fully encumbered to secure its bank credit facilities. The B2 rating on the $205 million first lien term loan and $40 million revolver reflect both the overall probability of default of Prowler, to which Moody's assigns a PDR of B3-PD, and a loss given default of LGD 3 (38%). The Caa2 rating on the $65 million second lien term loan reflects a PDR of B3-PD with a loss given default of LGD 5 (88%). The first lien term loan, revolver, and second lien term loan are guaranteed by all subsidiaries on a senior secured basis with the second lien term loan being guaranteed on a secondary basis. The credit facilities also benefit from a downstream guarantee from Prowler Intermediate Corp. The size of potential first priority claims relative to second priority results in the first lien term loan and revolver being notched above the CFR and the second lien being two notches below the CFR under Moody's Loss Given Default Methodology. The positive rating outlook reflects the expectation that Prowler will use free cash flow for debt reduction over the next 12-18 months, resulting in credit metrics that are more supportive of a B2 CFR. The ratings could be upgraded if the company is successful in reducing debt balances sufficiently such that debt/EBITDA can be sustained below 4.5x. The ratings could be downgraded if Prowler's operating performance materially falls below expectation, resulting in debt/EBITDA rising above 6x. The ratings could also be downgraded if liquidity were to deteriorate. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Prowler Acquistion Corp. is a distributor of products primarily to the midstream, upstream offshore, and downstream energy sectors. Prowler is majority owned by Broad Street Energy Partners, an affiliate of Goldman Sachs Merchant Banking, with a minority stake held by members of the management of the company. RIH ACQUISITIONS: Atlantic Club to Make Donations In Lieu of Taxes ------------------------------------------------------------------ RIH Acquisitions NJ, LLC, d/b/a The Atlantic Club Casino Hotel, and RIH Propco NJ, LLC, seek authority from the U.S. Bankruptcy Court for the District of New Jersey to donate investment alternative tax payments to the Casino Reinvestment Development Authority, a New Jersey state governmental agency, in exchange for a cash credit. According to the Debtors' counsel, Michael D. Sirota, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., A Professional Corporation, in Hackensack, New Jersey, pursuant to certain New Jersey law, a casino licensee, such as RIH Acquisitions, may satisfy its investment alternative tax obligations by making a donation to an eligible project, facility or program if CRDA so approves. RIH Acquisitions intends to utilize the cash credit it receives to satisfy its final regulatory fee obligations, including any investment alternative tax payments the Debtor currently owes and will owe related to its operation of the Atlantic Club Casino through Jan. 13, 2014. The Debtors are also represented by Warren A. Usatine, Esq., Ryan T. Jareck, Esq., and Nicholas B. Vislocky, Esq., at COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A., A Professional Corporation, in Hackensack, New Jersey. About RIH Acquisitions RIH Acquisitions NJ LLC, doing business as the Atlantic Club Casino Hotel in Atlantic City, New Jersey, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-34483) on Nov. 6, 2013, in Camden, New Jersey, designed to sell the property in the near term. The Debtors are represented by Michael D. Sirota, Esq., and Warren A. Ustaine, Esq., at Cole, Schotz, Meisel, Forman & Leonard, P.A., in Hackensack, New Jersey; and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP, in New York. Duane Morris, LLP, serves as the Debtors' special gaming regulatory counsel. Imperial Capital, LLC, serves as financial advisor and investment banker to the Debtors, while Mercer (US) Inc. serves as compensation consultant. Kurtzman Carson Consultants LLC is the Debtors' claims and noticing agent. Northlight Financial LLC, as DIP Lender, is represented by Harlan W. Robins, Esq., at Dickinson Wright PLLC, in Columbus, Ohio; Kristi A. Katsma, Esq., at Dickinson Wright PLLC, in Detroit, Michigan; and Bruce Buechler, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Financing for the Chapter 11 reorganization is being provided by Northlight Financial LLC. RITE AID: Files Form 10-Q, Posts $71.5 Million Net Income in Q3 --------------------------------------------------------------- Rite Aid Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $71.54 million on $6.35 billion of revenues for the 13-week period ended Nov. 30, 2013, as compared with net income of $61.87 million on $6.23 billion of revenues for the 13-week period ended Dec. 1, 2012. For the 39-week period ended Nov. 30, 2013, the Company 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-week period 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. A copy of the Form 10-Q is available for free at: http://is.gd/h53rFE 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. SANDRIDGE ENERGY: S&P Affirms 'B' Corp. Credit Rating on Sale Plan ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Oklahoma City-based SandRidge Energy Inc. and its 'B-' issue rating on the company's $3.2 billion of senior unsecured notes. The outlook is stable. The affirmation follows the announcement that SandRidge plans to sell Gulf of Mexico shelf and Gulf Coast properties for approximately $750 million and plus the assumption of $370 million of abandonment liabilities to privately held Fieldwood Energy LLC. The transaction materially reduces the company's production and cash flow and increases its geographic concentration in the Mid- Continent Mississippian play. S&P views operating risks related to onshore shale development as significantly lower than those related to the Gulf of Mexico. Sale proceeds provide substantial cash that S&P expects the company to use to increase liquidity and fund development of its very sizable Mississippian acreage position. "The stable outlook reflects our expectation that SandRidge Energy Inc. will continue to aggressively grow its asset base while not materially increasing leverage beyond current levels," said Standard & Poor's credit analyst Ben Tsocanos. S&P would consider lowering the rating if the company becomes more aggressive in financing its growth with debt, such that debt to EBITDA increases to more than 5.5x, without a clear view to deleveraging. S&P would consider raising the rating if the company is able to reduce and maintain debt to EBITDA below 4x. SEARS HOLDINGS: Moody's Lowers Corp. Family Rating to 'Caa1' ------------------------------------------------------------ Moody's Investors Service downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. Actions on other rated debt instruments are detailed below. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." The following ratings were downgraded: Sears Holdings Corporation Corporate Family Rating to Caa1 from B3 Probability of Default Rating to Caa1-PD from B3-PD Issuer Rating to Caa1 from B3 $1.0 billion Senior Secured First Lien Term Loan due 2018 to B1 (LGD 2, 24% from Ba3 (LGD 2,24%) Senior Secured Notes (2nd lien) due 2018 to Caa1 (LGD 4, 57%) from B3 (LGD 4, 54%) Sears Roebuck & Co Issuer Rating to Caa1 from B3 The following ratings were affirmed and LGD assessments amended: Sears Holdings Corporation Speculative Grade Liquidity rating at SGL-2 Sears Roebuck Acceptance Corporation Senior Unsecured Notes at Caa2 (LGD 5, 83% from LGD 5, 82%) Commercial Paper at Not Prime Ratings Rationale Sears' Caa1 Corporate Family Rating reflects the company's significant weakness in operating performance evidenced by its large operating losses and its sizable cash burn after interest, capital expenditures, and required domestic pension funding contributions. The rating also considers our view that the viability of Kmart (which represented around 41% of domestic sales in its latest fiscal year), is uncertain given its continued challenges as evidenced by its meaningful operating losses and market share erosion. The company continues to also see meaningful negative trends at its Sears Domestic business, with falling sales across multiple key product categories in the latest quarter. The Caa1 rating considers the company's good liquidity position, primarily reflecting the company's unencumbered real estate, its ownership of well known consumer brands such as Lands' End, Kenmore and Craftsman, and the value of its 51% interest in Sears Canada. Sears also has $1.0 billion of cash and $2.3 billion in availability under its revolving credit facilities ($1.8 billion under its domestic facility and $0.5 billion under the Sears Canada facility, prior to taking into consideration possible reserves) as of January 4th, 2014. The ratings also reflect the lack of any near dated debt maturities until the April 2016 maturity of its domestic asset based revolving credit facility and the 2018 maturity of its senior secured term loan and 2nd lien notes. The stable rating outlook considers the company's still meaningful level of unencumbered assets and its access to its domestic asset based revolving credit facility (availability of $1.8 billion under its domestic facility as of January 4, 2014). The company's domestic credit facility also permits it to issue up to an additional $760 million in second lien indebtedness. The company has shown the ability to realize asset values to improve liquidity, such as through the sale of real estate and dividends received from 51% owned Sears Canada. "We expect the company will continue to look to monetize assets as necessary to fund its continued cash burn," Moody's said. Ratings could be upgraded if the company demonstrated stabilization of sales and improved operating margins, evidencing successful results of its efforts to transform its business. Ratings could be upgraded if cash flows approaches break-even levels and interest coverage (EBITDA-Cap Ex to Interest) approaches 1 times, while maintaining a good overall liquidity position. Ratings could be downgraded if the company's liquidity were to become more constrained, the company's unencumbered asset base were to erode, or the probability of default were to otherwise increase. Sears Holdings Corporation is the parent company of Kmart Corporation and Sears, Roebuck and Co. The company also owns a 51% stake in Sears Canada. LTM revenues are approximately $38 billion. As of November 2, 2013, the company operated over 2,000 Sears and Kmart stores in the United Sates and, through its 51% owned consolidated subsidiary Sears Canada, 456 stores in Canada. SEVEN COUNTIES SERVICES: Nunc Pro Tunc Hiring of Deming Denied -------------------------------------------------------------- Bankruptcy Judge Joan A. Lloyd denied the request of Seven Counties Services Inc., to retroactively approve the employment of Deming, Malone, Livesay & Ostroff CPAs to the Chapter 11 petition date pursuant to 11 U.S.C. Sec. 327(a) and 328(a). The United States Trustee for Kentucky and Tennessee, Samuel K. Crocker, objected to the request, as reported by the Troubled Company Reporter on Nov. 21, 2013. Initially, the Debtor sought to have DMLO approved as an "ordinary course" professional pursuant to 11 U.S.C. Sec. 1108 to perform auditing services. Following an initial hearing on the Ordinary Course Motion, the Court scheduled an evidentiary hearing to have the parties present evidence as to the extent of the services to be performed by DMLO. However, prior to that hearing, the Debtor withdrew the Ordinary Course Motion and filed the pending Nunc Pro Tunc Application to Employ DMLO Pursuant to 11 U.S.C. Sec. 327(a) because counsel subsequently learned that DMLO prepares tax returns on behalf of the Debtor, in addition to its auditing services. The Debtor disclosed in that Motion that it had included an $8,340 check to DMLO for pre-petition work in its "Motion for an Order Authorizing Banks to Honor Pre-Petition Checks" filed April 2013. The Debtor also disclosed that based on its expectation that DMLO's employment would be governed by the Ordinary Course Motion, it had paid DMLO $17,000 for services rendered post-petition. The Debtor claimed this post-petition compensation was paid to DMLO for services made in the ordinary course of its business and according to normal business terms. Judge Lloyd held that the Debtor cannot satisfy the requirements of disinterestedness of DMLO under 11 U.S.C. Sec. 327 based on the firm's receipt of post-petition payments, which were not previously approved by the Court. Accordingly, the Nunc Pro Tunc Application is denied. A copy of Judge Lloyd's Jan. 9, 2014 Memorandum Opinion is available at http://is.gd/eby3Defrom Leagle.com. About Seven Counties Seven Counties Services Inc., a not-for-profit behavioral services provider from Louisville, Kentucky, filed for Chapter 11 protection (Bankr. W.D. Ky. Case No. 13-31442) on April 4, 2013. The agency generates more than $100 million a year in revenue and employs a staff of 1,400 providing services at 21 locations and 120 schools and community centers. The petition was signed by Anthony M. Zipple as president/CEO. The Debtor scheduled assets of $45,603,716 and scheduled liabilities of $232,598,880. Seiller Waterman LLC serves as the Debtor's counsel. Judge Joan A. Lloyd presides over the case. Bingham Greenebaum Doll LLP and Wyatt, Tarrant & Combs LLP have been retained by the Debtor as special counsel. Hall, Render, Killian, Heath & Lyman, PLLC, is special counsel to represent and advise it in the implementation of its new software system. Peritus Public Relations, LLC, has been tapped to provide public relations and public affairs support in Kentucky. SOPA SQUARE: Falls Into Interim Receivership -------------------------------------------- Ragnar Haagen, writing for CASTANET.net, reports that court documents filed in BC Supreme Court on Dec. 30 show the SOPA Square, a shopping project in South Pandosy, western Canada, has fallen into interim receivership, with current tenants being told the project must find a buyer by the end of the month. As of Jan. 8, only one shop is open for business. Silent Noise Jewellery opened its door on Dec. 8 of last year and owner Gadi Nussen says he received an unwelcome surprise a few weeks later, according to the report. The report notes that on Dec. 31, a man from Ernst & Young Inc., named as interim receiver walked through the doors and told Nussen the project had 30 days to find a buyer. Mr. Nussen, the report relates, believes the problems stem from poor management, and too many people involved in the building process. SOUNDVIEW ELITE: Stuarts Walker Employment Has Limited Approval --------------------------------------------------------------- The Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York has authorized Soundview Elite, Ltd., and its debtor-affiliates to employ Stuarts Walker Hersant as special counsel, nunc pro tunc to the Sept. 24, 2013 petition date through Nov. 21, 2013. The Debtors require Stuarts Walker to: (a) assist and advise the Debtors and Debtors' proposed counsel, Porzio, Bromberg & Newman, P.C. relative to the proceedings before the Grand Court of the Cayman Islands; (b) appear before the Grand Court of the Cayman Islands as Porzio and the Debtors deem necessary and appropriate; (c) perform all other necessary litigation services requested or required by the Debtors in these cases as related to the Cayman Islands proceedings; and (d) assist and advise the Debtors and Debtors' proposed counsel Porzio in connection with Cayman Islands law issues arising in these chapter 11 cases. Pasig Ltd. objected to the engagement, saying the Stuarts Retention Motion should be denied because the Debtors' proposed retention of counsel to represent the Debtors in the Grand Court is not in the best interest of the estates and the Debtors have failed to establish urgency for its approval at this time. In fact, as a result of the appointment of the Joint Official Liquidators, the Debtors lack standing to appear in the Grand Court and the retention of Stuarts is merely a waste of estate assets to the detriment of stakeholders. The Debtors are being wound up pursuant to Cayman Companies Law (2012 Revision) by order of the Grand Court which appointed the Joint Official Liquidators in September 2013. A Cayman official liquidator serves as a court-appointed, independent fiduciary under Cayman law acting as the Debtors' governance consistent with the approval by the Cayman Island Monetary Authority. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, said that under the Companies Law, which the Joint Official Liquidators cited to and attached to their previous filings, the Joint Official Liquidators are the only party with authority to act on behalf of the Debtors in the Cayman Islands. To allow officers and directors to retain Stuarts Walker to appear and purport to act on behalf of the Limited Debtors in front of the Grand Court is a direct challenge to the sovereignty and authority of the Grand Court, and ignores the long-established principles of international comity. As a result of the objections filed, and with respect to the application to retain the Stuarts Firm, the Debtors modified their request as follows: (a) requested approval of the retention of the Stuarts Firm as Special Cayman Islands counsel to the Debtors only for the period of the Petition Date through Nov. 21, 2013, the date of the hearing on the firm's employment application. (b) denied, without prejudice, any continued retention of the Stuarts Firm from the date of the hearing. Attorney for Pasig Ltd. can be reached at: Andrew K. Glenn, Esq. KASOWITZ, BENSON, TORRES & FRIEDMAN LLP 1633 Broadway New York, NY 10019 Tel: (212) 506-1700 Fax: (212) 506-1800 E-mail: AGlenn@kasowitz.com About Soundview Elite Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. Soundview Elite estimated assets and debts of at least $10 million. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Porzio, Bromberg & Newman, PC, serves as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Judge Robert E. Gerber presides over the case. Attorney for Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, can be reached at: Gary S. Lee, Esq. MORRISON & FOERSTER LLP 1290 Avenue of the Americas New York, NY 10104 Tel: (212) 468-8000 Fax: (212) 468-7900 Tracy Hope Davis, U.S. Trustee for Region 2, and creditor Pasig Ltd. have asked the U.S. Bankruptcy Court to enter an order directing the appointment of a Chapter 11 trustee in the Debtors' cases. Creditors Richcourt Allweather Fund Inc, Optima Absolute Return Fund, Ltd., and America Alternative Investments Inc. have asked the U.S. Court to dismiss the Chapter 11 cases, or appoint one or more Chapter 11 or Chapter 7 trustee for the Debtors' estates. SOUTH FLORIDA SOD: Court Okays Hiring of Campbell Law as Counsel ---------------------------------------------------------------- South Florida Sod, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the Middle District of Florida to employ Richard D. Campbell and Campbell Law Firm, LLC as special counsel for the Debtor. Campbell Law will represent the Debtor in state court litigation with Gillia AG & Timber, Inc. The Debtor filed suit in the Superior Court of Wheeler County, Georgia against Gillia AG & Timber, Inc. in 2012. The suit was pending on the petition date. In the Complaint, the Debtor alleges that it was damaged when Gillia AG breached a timber lease between the parties. The timber lease covered the Debtors acreage in Wheeler County, Georgia. The Debtor wished to retain Campbell Law to continue to serve as local Georgia counsel in its action for damages against. Gillia AG. Richard D. Campbell, attorney with Campbell Law, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Campbell Law can be reached at: Richard D. Campbell, Esq. CAMPBELL LAW FIRM, LLC 47 W. Church Street Elberton, GA 30635 Tel: (706) 283-5000 Fax: (706) 283-7955 E-mail: rdclaw@elberton.net About South Florida Sod South Florida Sod Inc., a sod farmer, owns multiple parcels of rural real estate in Florida, Georgia, Michigan and Montana. The Debtor uses these parcels in its sod, hay, cattle, timber, stumping and hunting operations. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan Stidham, Esq., at Stidham & Stidham, P.A., serves as special counsel to the Debtor. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. Orange Hammock Ranch, LLC, principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. ST. CATHERINE'S HOSPITAL: Seeking Bids to Dispose of X-Rays, Docs ----------------------------------------------------------------- Pursuant to the Order of the U.S. Bankruptcy Court for the Middle District of Pennsylvania, William G. Schwab, Trustee of St. Catherine's Hospital of Pennsylvania, LLC, has been authorized to dispose of the medical records currently still in existence in the building that formerly housed St. Catherine Medical Center in Ashland, PA. The Trustee is seeking a proposal for the shredding of all documents and disposal of all x-rays in the building. Contact the Chapter 7 Trustee's office, at 610-377-5200, to arrange for an inspection of the premises to determine the scope of work to be done and time frame. St. Catherine Hospital of Pennsylvania, LLC, filed for Chapter 11 bankruptcy (Bankr. M.D. Pa. Case No. 12-02073) on April 9, 2012. The case was later converted to Chapter 7. STANS ENERGY: Feb. 6 Hearing Scheduled for Arbitration Proceedings ------------------------------------------------------------------ Stans Energy Corp. on Jan. 10 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 (the Commission) was issued on December 9, 2013. This MCTO prohibits all trading in and all acquisitions of the securities of the Company, by certain insiders, until two days after receipt by the Commission of all the required filings as noted in the Company's November 28, 2013 press release. 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. As reported on January 8, 2014, Anna Kuranova, Stans Energy's CFO, has submitted her resignation. A search for a new CFO has already commenced. There are no significant new developments since the company's December 27th press release with respect to arbitration proceedings brought by the Company against the Government of Kyrgyzstan. A hearing is currently scheduled for February 6, 2014. Stans Management continues to expect final resolution of the arbitration proceedings by the end of Q1 2014. The Company anticipates that it will be in a position to remedy the default by filing the Required Filings by January 28, 2014. The MCTO will be in effect until after the Required Filings are filed. About Stans Energy Headquartered in Ontario, Canada, Stans Energy Corp. -- http://www.stansenergy.com/-- 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. TALON INTERNATIONAL: Obtains New $8.5MM Loan From Union Bank ------------------------------------------------------------ Talon International, Inc., announced that it finalized a new $8.5 million credit facility agreement with Union Bank N.A. on Dec. 31, 2013, consisting of a $5 million term loan and a $3.5 million revolving credit facility. Talon immediately used proceeds from the term loan and $1 million of the revolving credit facility to repay in full the Company's $5.8 million of indebtedness to CVC California, LLC, that was scheduled to mature on Jan. 12, 2014. Amounts outstanding under the revolving credit facility mature in two years and the term loan is a fully amortized loan payable monthly over three years. Outstanding amounts bear interest at favorable market rates and the credit facility is secured by substantially all of Talon assets. "We are delighted to obtain this new credit facility from Union Bank, and particularly on attractive terms," said Lonnie Schnell, Talon's chief executive officer. "Refinancing the promissory note from our former preferred stockholder is the final step in our July 2013 redemption of all of our preferred shares and is an important milestone in our multi-year effort to strengthen Talon's capital structure." In addition to refinancing the promissory note, the credit agreement provides Talon access to additional working capital to fund strategic growth initiatives. "Our presence in the U.S., Europe and Southeast Asia is a significant competitive advantage that positions Talon to serve leading retailers and apparel manufacturers worldwide. Improved access to working capital will enable us to leverage this advantage by continuing to invest in sales, marketing and new product development initiatives to expand and strengthen our market position. With our improved financial strength and flexibility, we are positioned better than ever to deliver sustained profitable growth and value to our stockholders," concluded Schnell. "Over the past several years, Talon has demonstrated a highly successful turnaround," said Rudy Cedillos, vice president of Union Bank. "The company is now poised for new growth and this financing will provide Talon the flexibility and resources it needs to execute on its growth strategy. Union Bank is proud to support Talon and looks forward to a long and mutually beneficial relationship." A copy of the Credit Agreement with Union Bank is available for free at http://is.gd/1aPpyh Additional information is available for free at: http://is.gd/cJufDp About Talon International Woodland Hills, Cal.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. Talon International disclosed net income of $679,347 for the year ended Dec. 31, 2012, as compared with net income of $729,133 during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $14.23 million in total assets, $17.22 million in total liabilities and a $2.98 million total stockholders' deficit. TAMARACK RESORT: Assets Being Sold Through Sheriff's Sale --------------------------------------------------------- Pieces of the Tamarack Resort, a four-season mountain resort in the Long Valley of west central Idaho, continue to be sold via sheriff's sale. These properties include certain parcels of land and units at the Tamarack Resort Members Lodge Condominium, according to a Notice of Sheriff's Sale available at http://is.gd/bgTMx4and at http://is.gd/0NkpE4 The sales don't include the Tamarack Resort Village Plaza Condominium, according to the Notice at http://is.gd/iuA1MI The sales also won't include certain parcels at Tamarack Resort Planned Unit Development Phase 2.4, Tamarack Resort Planned Unit Development Second Amended Phase 2.4, Tamarack Resort Planned Unit Development Phase 3 Village, Tamarack Resort Third Amended Belvedere Ridge Hotel Condominiums, Tamarack Resort Lake Wing Condominiums, and certain equipment owned by Banc of America Leasing & Capital, LLC, and the personal property subject to the security interests asserted by Wells Fargo Equipment Finance, Inc., according to the Notice at http://is.gd/0NkpE4 Credit Suisse has filed a Motion to Strike Wells Fargo Equipment Finance Inc.'s Conditional Objection to Motion of Plaintiff for Entry of Judgment and Decree of Foreclosure and Order of Sale, filed on March 5, 2012. Credit Suisse and WFEF reserve all rights with respect to any ruling by the Court on the Motion to Strike. A Judgment, Decree of Foreclosure and Order of Sale, was entered in the in the foreclosure case, Case No. CV-2013-203C, on Jan. 2, 2014. The Sheriff of Valley County, Idaho, is: Patti Bolen 219 N. Main St. Cascade, Idaho 83611 Sergeant Rorie Snapp, Valley County, is the Deputy Sheriff. For more information, contact: Elizabeth W. Walker, Esq. SIDLEY AUSTIN LLP 555 West Fifth Street, Suite 4000 Los Angeles, CA 90013 Telephone: (213) 896-6000 Facsimile: (213) 896-6600 E-mail: ewalker@sidley.com About Tamarack Resort Tamarack Resort LLC, a golf and ski resort in Valley County, Idaho, was sent to Chapter 7 after creditors submitted an involuntary petition (Bankr. D. Idaho Case No. 09-03911). The petitioning creditors include an affiliate of Bank of America Corp. owed $4.7 million. On April 9, 2010, Bankruptcy Judge Terry Myers signed an order converting Tamarack Resort LLC's involuntary chapter 7 case to a chapter 11 reorganization. The project's 27.5% owner, VPG Investments Inc., filed for Chapter 11 reorganization in 2008, only to have the petition dismissed in October 2008 at the request of the secured creditor, Credit Suisse, Caymans Islands Branch. VPG was controlled by Mexican businessman Alfredo Miguel Afif. Credit Suisse, the agent for the secured lenders, characterized VPG's Chapter 11 case as "a classic example of a bad faith filing" made "solely as a litigation tactic" to stop foreclosure. In January 2011, Bankruptcy Judge Terry Myers dismissed Tamarack Resort's Chapter 11 protection, sending it back to state court where foreclosure proceedings would eventually proceed to a sheriff's sale. TRAVELPORT LIMITED: Jeff Clarke Resigns From Board -------------------------------------------------- Jeff Clarke resigned from Travelport Limited's Board of Directors, as well as the Audit Committee and Compensation Committee of the Board effective Jan. 2, 2014, to pursue other interests. Mr. Clarke has no disagreement with the Company's operations, policies or practices. About Travelport Headquartered in Atlanta, Georgia, Travelport provides transaction processing services to the travel industry through its global distribution system business, which includes the group's airline information technology solutions business. During FYE2011, the group reported revenues and adjusted EBITDA of US$2 billion and US$507 million, respectively. Travelport Limited incurred a net loss of $236 million in 2012, as compared with net income of $172 million in 2011. As of June 30, 2013, the Company had $3.13 billion in total assets, $4.47 billion in total liabilities and a $1.34 billion total deficit. * * * In April 2013, Standard and Poor's Rating Services said that it lowered to 'CC' from 'CCC+' its long-term corporate credit ratings on U.S.-based travel services provider Travelport Holdings Ltd. and its indirect primary operating subsidiary Travelport LLC. The outlook is negative. According to S&P, the downgrades follow Travelport's announcement that it has obtained agreements from all classes of debtholders, including about 96% of the 2014 noteholders, to implement its comprehensive capital refinancing and restructuring plan. The plan includes exchanging its holdco PIK notes into senior subordinated notes and equity; extending the tenor of its senior unsecured notes due 2014 to 2016; issuing new secured loans of about $860 million; and exchanging its second-lien notes for new second-lien loans. According to S&P's criteria, it views the exchange of the PIK notes as distressed and tantamount to a default. As part of the restructuring, Travelport will exchange $25 million of the principal of the tranche A PIK notes for senior subordinated notes for a consent fee of 50 basis points. It will exchange the remaining tranche A and tranche B PIK notes of about $478 million for equity. In S&P's opinion, this will result in loanholders accepting less than they were originally promised. S&P believes that loanholders have accepted the offer because of the perceived risk that Travelport may not fulfill its original obligations. In S&P's view, the offer is distressed rather than opportunistic because there is a real possibility of a conventional default over the short term (S&P sees a risk that the group could fail to refinance the $752 million 2014 debt maturities or file for bankruptcy). Meanwhile, Moody's Investors service assigned a Caa2 rating to the proposed US$630 million second-lien term loan (tranche 1) to be issued by Travelport LLC as part of its comprehensive debt restructuring announced on March 12. TRONOX INC: Anadarko Files Brief on Kerr-McGee's Offset Claim ------------------------------------------------------------- Anadarko Petroleum Corporation disclosed that Kerr-McGee Corporation, a wholly owned subsidiary, in response to the instructions of the Court in the Tronox Adversary Proceeding, on Jan. 13 filed a claim under Section 502(h) of the U.S. Bankruptcy Code and a supporting brief regarding certain issues related to the amount of Kerr-McGee's claim and how the Court should treat that claim, which will be offset against an award of damages by the Court. Kerr-McGee asserted in the Jan. 13 filing that the Court should not dilute Kerr-McGee's claim because diluting the claim is not allowed under Tronox's Confirmed Plan of Reorganization and is also not allowed under applicable principles of law. Additionally, Kerr-McGee asserted that the Court in its provisional findings has not properly considered the amount of Kerr-McGee's offset claim, nor the related percentage of recovery applied to such claim. "We believe the Court's approach in its provisional findings, as applied, leads to incorrect conclusions for the calculation of damages and is contrary to the Court's stated view that the purpose of the applicable law is 'remedial rather than punitive,'" said Anadarko Chairman, President and CEO Al Walker. "[Mon]day's filing is in direct response and in deference to the Court's instructions and thus is limited in scope to the appropriate amount of Kerr-McGee's offset to any award of damages. As previously stated, we respect the Court, though we strongly disagree with its Memorandum of Opinion (Opinion) issued on Dec. 12, 2013, and we continue to reserve all of our objections to the Opinion and our right to appeal." Amount of Offset Claim In summary, the Court's Opinion suggested that the calculation of Kerr-McGee's offset claim should be (i) the value of the transferred assets as of Nov. 28, 2005, which was the date of Tronox's Initial Public Offering (IPO), at $14.459 billion, less (ii) the environmental and tort liabilities. The Court used plaintiffs' 2010 post-petition unproven $4 billion estimate to account for the amount of environmental and tort liabilities. Using this calculation, Kerr-McGee's offset claim would be limited to $10.459 billion. In the Jan. 13 brief, Kerr-McGee utilized the Court's framework for calculating its claim and argued that the Court should use its own specific finding of $1.757 billion stated in the Opinion to define the amount of the environmental and tort liabilities as of the date of the IPO in 2005 (as opposed to the $4 billion estimate referenced above). In its Opinion, the Court also found that after netting all of Tronox's available assets with all of its liabilities, including the $1.757 billion of environmental and tort liabilities at the time of the IPO, there was a creditor shortfall of $850 million. Percentage Recovery The Court also suggested in its Opinion that the percentage of recovery to be applied to the claim could be either 89 percent or 2.8 percent. The Court's explanation for suggesting 89 percent is that the Disclosure Statement estimated recovery for Unsecured Class 3 Creditors to be between 78 percent and 100 percent, and the Court selected the midpoint of that range, or 89 percent. In its Opinion, the Court also noted that the issue of whether to add back Kerr-McGee's offset claim to Class 3 was left open. Inclusion of Kerr-McGee's claim in Class 3 would result in dilution of Kerr-McGee's claim by more than 97 percent (i.e., a multiplier of 2.8 percent). In the Jan. 13 brief, Kerr-McGee argued that the percentage recovery applicable to Kerr-McGee's offset claim should be determined by the plain language in the Plan. Based upon that language, Kerr-McGee is entitled to the same percentage recovery that the Class 3 general unsecured creditors actually received in the bankruptcy, which was well over 100 percent. The brief contends that, at the very least, Kerr-McGee is entitled to 100 percent of its claim. Kerr-McGee asserted that reducing the amount of its claim to anything less than 100 percent would be contrary to the Plan and would violate fundamental bankruptcy and equitable principles. Summary In its filing on Jan. 13, Kerr-McGee has applied the Court's own findings as to the amount of the environmental and tort liabilities and has applied the Court's formulation for determining the claim, as provided in page 143 of the Court's Dec. 12, 2013 Opinion: "In this case, if the parties are to be restored to the position they held before the transfers, Defendants would be entitled to the residual value of the E&P assets after their debts, including the legacy liabilities, were paid in full." Using the Court's prescribed framework, Kerr-McGee argued that its offset is $13.609 billion, resulting in net damages of $850 million. Alternatively, if the Court rejects the $13.609 billion amount, Kerr-McGee asserted that its offset should be $12.702 billion, resulting in net damages of $1.757 billion. These net amounts do not include any amounts plaintiffs may assert for interest, attorneys' fees or other costs. The plaintiffs also previously received substantial other assets and approximately $270 million in cash in partial satisfaction of their claims through the bankruptcy, the value of which is not included in the net amounts above. According to the Court's instructions, the plaintiffs have 30 days from Jan. 13 to file a response to the 502(h) claim and brief, to file a request for attorneys' fees and to file a proposed form of judgment. Kerr-McGee will then have 30 days to reply to the plaintiffs' brief and propose a counter-form of judgment. Either party can request a hearing on the issues. The Tronox Adversary Proceeding is pending in the U.S. Bankruptcy Court for the Southern District of New York, Adv. Pro. No. 09-01198 (ALG). About Tronox Inc. Tronox Inc., aka New-Co Chemical, Inc., and 14 other affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 09-10156) on Jan. 13, 2009, before Hon. Allan L. Gropper. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Colin M. Adams, Esq., at Kirkland & Ellis LLP in New York, represented the Debtors. The Debtors also tapped Togut, Segal & Segal LLP as conflicts counsel; Rothschild Inc. as investment bankers; Alvarez & Marsal North America LLC, as restructuring consultants; and Kurtzman Carson Consultants served as notice and claims agent. An official committee of unsecured creditors and an official committee of equity security holders were appointed in the cases. The Creditors Committee retained Paul, Weiss, Rifkind, Wharton & Garrison LLP as counsel. Until Sept. 30, 2008, Tronox was publicly traded on the New York Stock Exchange under the symbols TRX and TRX.B. Since then, Tronox has traded on the Over the Counter Bulletin Board under the symbols TROX.A.PK and TROX.B.PK. As of Dec. 31, 2008, Tronox had 19,107,367 outstanding shares of class A common stock and 22,889,431 outstanding shares of class B common stock. On Nov. 17, 2010, the Bankruptcy Court confirmed the Debtors' First Amended Joint Plan of Reorganization under Chapter 11 of the Bankruptcy Code, dated Nov. 5, 2010. Under the Plan, Tronox reorganized around its existing operating businesses, including its facilities at Oklahoma City, Oklahoma; Hamilton, Mississippi; Henderson, Nevada; Botlek, The Netherlands and Kwinana, Australia. UNI-PIXEL INC: Delays Production of InTouch Sensors Until Q2 ------------------------------------------------------------ UniPixel, Inc., announced that the start of the manufacturing ramp for the InTouch SensorsTM product line has been delayed until the second quarter of 2014. In 2013, UniPixel provided hundreds of samples and demonstration units to key potential customers, including the delivery of a low- volume prototype order in December although no commercial production orders were shipped. The scaling from lab-based volumes to fully-automated, roll-to-roll production of InTouch films has proven to take longer than initially planned. Additional automated testing and in-line measurement equipment is planned to arrive in January, and this is expected to accelerate UniPixel's remaining process development activities. This new equipment will also serve to provide the necessary quality control and quality assurance capabilities once the company begins manufacturing in commercial volumes. In December, the Company completed the installation of the first suite of manufacturing tools and cleanroom facilities at the Kodak facility in Rochester, NY. The installation includes plate mastering equipment, two roll-to-roll printing lines and four roll-to-roll plating lines in a world-class 100,000 sq. ft. manufacturing space. The Kodak Rochester facility, along with the existing printing line and three additional plating lines at UniPixel's Texas facility, will serve as the foundation for UniPixel's commercial volume manufacturing efforts. The Company's focus in the next two quarters will be on finalizing a highly reliable, high-volume manufacturing process to enable shipments of commercial volumes of InTouch Sensors in the second half of 2014. Sales development activities are on-going and continue to grow with global Tier 1 and Tier 2 OEM, ODM and module integrators for Smartphone, tablet, notebook and all-in-one product applications. UniPixel's customers have indicated that InTouch Sensors remain their leading choice for alternative touch solutions. "Despite the recent departure of two of our senior executives, the UniPixel and Kodak teams remain confident in the market potential for InTouch Sensors," said Bernard Marren and Carl Yankowski, UniPixel's interim co-CEOs and co-Presidents. "Together, we are highly focused on finalizing a highly reliable, high-volume manufacturing process to enable shipments of commercial volumes of InTouch Sensors Powered by Kodak." About Uni-Pixel Inc. The Woodlands, Tex.-based Uni-Pixel, Inc. (OTC BB: UNXL) -- http://www.unipixel.com/-- is a production stage company delivering its Clearly Superior(TM) Performance Engineered Films to the Lighting & Display, Solar and Flexible Electronics market segments. "As of December 31, 2012, we had a cash balance of approximately $13.0 million and working capital of $12.8 million. We project that current cash reserves will sustain our operations through at least December 31, 2013, and we are not aware of any trends or potential events that are likely to adversely impact our short term liquidity through this term. We expect to fund our operations with our net product revenues from our commercial products, cash and cash equivalents supplemented by proceeds from equity or debt financings, and loans or collaborative agreements with corporate partners, each to the extent necessary," according to the Company's annual report for the year ended Dec. 31, 2012. Uni-Pixel incurred a net loss of $9.01 million in 2012, as compared with a net loss of $8.56 million in 2011. As of Sept. 30, 2013, Uni-Pixel had $60.22 million in total assets, $6.50 million in total liabilities and $53.71 million in total shareholders' equity. UNIVISION COMMUNICATIONS: Fitch Rates Proposed $1.5-Bil. Loan 'B+' ------------------------------------------------------------------ Fitch Ratings has assigned a 'B+/RR3' rating to Univision Communications, Inc.'s (Univision) proposed senior secured term loans due March 2020. The Rating Outlook is Stable. Univision announced intention to refinance a portion of its C-1 and C-2 term loans with $1.5 billion in new C-4 term loans. All term loans will have the same maturity. Univision is looking to price its C-4 term loans at Libor plus 300 basis points (bps) with a 1% floor, similar to the company's C-3 tranche term loans. This would translate to a 50 bps saving ($7.5 million per annum) over the C-1/C-2 tranches price of Libor plus 325 bps with a 1.25% floor. The security package, guarantees, and covenants/restrictions are expected to be the same as the existing term loans. There will be no financial covenants. While the modest reduction in interest expense is favorable to the credit, the ratings remain unchanged. The ratings incorporate Fitch's positive view of the U.S. Hispanic broadcasting industry, given anticipated continued growth in number and spending power of the Hispanic demographic. Additionally, Univision benefits from a premier industry position, with duopoly television and radio stations in most of the top Hispanic markets, with a national overlay of broadcast and cable networks. The company's networks garner significant market share of Hispanic viewers and generate strong and stable ratings. This large and concentrated audience provides advertisers with an effective way to reach the growing U.S. Hispanic population. Fitch expects Hispanic population growth to mitigate the impact of longer-term secular issues that are challenging the overall media & entertainment sector, namely, audience fragmentation and its impact on advertising revenue. While the Hispanic broadcast television audience is not immune to these pressures, Fitch expects that its growing total size will offset the impact of any audience fragmentation and drive ongoing ratings strength at Univision's television properties. This should result in low to mid-single-digit top-line growth at the television segment. Fitch believes Univision's cost management efforts and growth in high-margin retransmission revenue will provide an offset to the rising programing investments. Fitch expects EBITDA margins levels in the 38% to 40% range in 2014. Long term, Fitch believes positive operating leverage from top-line growth and growth in high-margin retransmission revenue will drive margin improvement. Recent new entrants in the Hispanic broadcast and cable network market will add to the competitive pressures facing Univision. However, Univision currently has incumbent advantage and dominant market presence. Fitch expects these factors, along with its pipeline of proven content from Televisa, to enable it to grow amid these increasing pressures. Ratings concerns center on the highly leveraged capital structure, limited free cash flow (FCF) generation relative to total debt, as well as the company's significant exposure to advertising revenue. As of September 2013, Fitch estimates total leverage (including the subordinated convertible preferred debentures due to Televisa) and secured leverage of 10.4x and 8.2x, respectively. Fitch expects deleveraging to be driven by EBITDA growth and modest levels of mandatory term loan amortization. Fitch regards current liquidity as adequate, particularly in light of minimal near-term maturities. At Sept. 30, 2013, liquidity consisted of approximately $103 million of cash, approximately $520 million available under the $550 million RCF due 2018 (net of borrowings and letters of credit) and, $240 million available under the $400 million AR securitization facility (consisting of $300 million revolver and $100 million term facility). Fitch calculates 2012 FCF of approximately $70 million and latest 12 month (LTM) September 2013 FCF of negative $140 million, driven mostly be increased programming investment. Fitch estimates at Sept. 30, 2013, Univision had total debt of $10.7 billion, which consisted primarily of: -- $4.6 billion in senior secured term loans due March 2020; -- $1.2 billion 6.875% senior secured notes due 2019; -- $750 million 7.875% senior secured notes due 2020; -- $815 million 8.5% senior unsecured notes due 2021; -- $1.2 billion 6.75% senior secured notes due 2022; -- $700 million 5.125% senior secured notes due 2023; -- $1.125 billion 1.5% subordinated convertible debentures issued to Televisa, due 2025. This note is a direct obligation of the parent HoldCo, Broadcasting Media Partners, Inc., but is serviced by dividends paid by Univision. Univision's Recovery Ratings reflect Fitch's expectation that the enterprise value of the company, and thus, recovery rates for its creditors, will be maximized in a restructuring scenario (going concern), rather than a liquidation. Fitch employs a 7x distressed enterprise value multiple reflecting the company's FCC licenses in top U.S. markets. Fitch assumes a sustainable post restructuring EBITDA of approximately $880 million. Fitch estimates the adjusted distressed enterprise valuation in restructuring to be $6.1 billion. The 'B+' rating for the secured debt reflects Fitch's expectations for recovery in the 51%-70% range. The 'CCC+' rating on the $815 million senior unsecured notes reflects Fitch's expectations for 0% recovery. Negative ratings actions could occur if operating results and FCF are materially lower than Fitch's expectations (noted above). This would be contradictory to Fitch's constructive view on the Spanish language broadcasting industry and Univision's positioning within it, and could indicate that the company is more susceptible to secular challenges than previously anticipated. Positive ratings actions could occur if Univision delevers significantly from current levels, with indications that the company is on target to reach 7x-9x and 5x-6x total and secured leverage targets, respectively. Fitch expects deleveraging could occur largely through EBITDA growth, as well as modest debt reduction. Fitch currently rates Univision as follows: -- Issuer Default Rating 'B'; -- Senior secured 'B+/RR3'; -- Senior unsecured 'CCC+/RR6'. UNIVISION COMMUNICATIONS: S&P Rates $1.5BB Loan Due 2020 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned New York City-based Spanish-language TV and radio broadcaster Univision Communications Inc.'s proposed $1.5 billion term loan due 2020 an issue-level rating of 'B+' (one notch above our 'B' corporate credit rating on the company), with a recovery rating of '2', indicating S&P's expectation for substantial (70% to 90%) recovery for lenders in the event of a payment default. Univision of Puerto Rico Inc. is the co-borrower of the proposed debt. The corporate credit rating on Univision Communications Inc., the leader in U.S. Hispanic media, reflects the company's very high debt leverage and weak interest coverage because of its 2007 leveraged buyout (LBO), advertising pricing that is not commensurate with its audience share, and weak trends in radio advertising. S&P regards Univision's financial risk profile as "highly leveraged," (based on its criteria), because of the company's extremely high pro forma debt to EBITDA of about 11x as of Sept. 30, 2013. Univision's business risk profile is "satisfactory," based on its position as the market-leading U.S.- based Spanish-language TV and radio broadcaster. S&P expects Univision to maintain "adequate" liquidity, supplemented by its expectation for positive discretionary cash flow in 2014, despite leverage remaining very high. S&P's business risk assessment also incorporates its view of the media and entertainment industry's "intermediate" risk and "very low" country risk. The comparable rating analysis has a negative impact on S&P's rating outcome. The company's leverage, at about 11x, significantly exceeds the 5x-or-higher threshold that S&P associates with a highly leveraged financial risk profile. S&P believes the company's capital structure may be unsustainable, especially under a stress scenario. This results in the 'B' corporate credit rating. Univision's operations include TV and cable networks and TV station groups, radio stations, and online content. It is the largest Spanish-language broadcaster in the U.S. Univision's market-leading position relies on its popular primetime programming under a favorable low-cost, long-term contract through 2025 with Grupo Televisa S.A., and has held its leading position despite several new competitors. The Univision television network reaches virtually all U.S. Hispanic households, and often generates audience ratings higher than some of the four major English-language TV networks. Univision has not narrowed the gap between Spanish language and English language advertising rates for several years. The gap widened during the 2008/2009 recession and the company has faced a prolonged challenge in convincing advertisers of the value of reaching Univision's unique demographic. The company has sustained revenue and EBITDA growth by growing retransmission fees from multichannel video providers and to a lesser degree core television advertising revenue. S&P expects the company will continue to experience double-digit percent growth in retransmission revenue for the next several years by increasing carriage rates when contracts are renewed and by garnering distribution and retransmission revenue for the company's newer networks. VERITY CORP: Amends Contract for Deed with Duane Spader ------------------------------------------------------- In December 2012, Verity Farms, LLC, a wholly owned subsidiary of Verity Corp., entered into an amended and restated contract for deed with Duane Spader. In order to provide for additional security to the lender and to restate the current balances due under the prior loan agreement, Verity Farms and Spader entered into a new amended and restated contract for deed. Under the New Agreement, Verity Farms agreed to continue to fulfill its obligations under the original agreement and granted a security interest to Spader in the land purchased under the original agreement. As of Dec. 30, 2013, the total amount due to Spader was $4,001,267. About Verity Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv Technologies, Inc., is the parent of Verity Farms II, Inc., Aistiva Corporation (formerly AquaLiv, Inc.). Verity Farms II is dedicated to providing consumers with safe, high-quality and nutritious food sources through sustainable crop and livestock production. Aistiva's technology alters the behavior of organisms, including plants and humans, without chemical interaction. Aistiva's platform technology influences biological processes naturally and without chemical interaction. To date, Aistiva has released products in the industries of water treatment, skincare, and agriculture. Bongiovanni & Associates, C.P.A.'s, in Cornelius, North Carolina, expressed substantial doubt about AquaLiv's ability to continue as a going concern following their audit of the Company's financial statements for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred recurring losses from operations, has a liquidity problem, and requires funds for its operational activities. The Company's balance sheet at June 30, 2013, showed $4.69 million in total assets, $7.06 million in total liabilities and a $2.36 million total stockholders' deficit. WILLOW CREEK: Seeks Authority to Employ Cotton Driggs as Counsel ---------------------------------------------------------------- Willow Creek San Martin Building LLC seeks authority from the U.S. Bankruptcy Court for the District of Nevada to employ Cotton, Driggs, Walch, Holley, Woloson & Thompson as general reorganization counsel. The firm's retainer agreement with the Debtor provides current hourly rates and current charges for certain expenses, the prepetition payment of a $25,000 retainer from Willow Creek Memory Care West LLC, and a postpetition retainer in the amount of $25,000 to be received by a non-debtor entity. The Debtor proposes the compensation of the attorneys and paraprofessionals will be at varying rates currently ranging from $185 per hour for paraprofessionals, from $225 per hour to $310 per hour for services of associates, and from $330 per hour to $520 per hour for the services of shareholders. 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. Willow Creek San Martin Building LLC sought Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 14-10041) in Las Vegas, on Jan. 5, 2014. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Laurel E. Davis. The Debtor is represented by Ogonna M. Atamoh, Esq., and James D. Boyle, Esq., at COTTON, DRIGGS, WALCH, HOLLEY, WOLOSON & THOMPSON, in Las Vegas, Nevada. WOODEN RULER: Foreclosure Auction Reset to Feb. 21 -------------------------------------------------- The public auction of Wooden Ruler Realty LLC's real and personal property, which serve as collateral to the debt owed to Cedar Cove Realty Partners LLC, assignee of East Boston Savings Bank, has been moved to Feb. 21, 2014 at 2:00 p.m. The foreclosure auction was originally set for Jan. 9, 2014 at 2:00 p.m. upon the Mortgaged Premises located at 21 Norway Plains Road, in the City of Rochester, Strafford County, New Hampshire, as reported by the Troubled Company Reporter on Dec. 11, 2013. Cedar Cove Realty Partners, LLC, is represented by: Roy W. Tilsley, Jr., Esq. BERNSTEIN, SHUR, SAWYER AND NELSON, P.A. 670 North Commercial Street P.O. Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 WORLD SURVEILLANCE: Revokes 12-Mil. Shares Issued to Executives --------------------------------------------------------------- World Surveillance Group Inc. entered into an Agreement with Glenn D. Estrella, the Company's president and chief executive officer, W. Jeffrey Sawyers, the Company's chief financial officer and treasurer, and Barbara M. Johnson, the Company's vice president, general counsel and secretary, whereby the parties mutually agreed to rescind the issuances of an aggregate of 12,000,000 shares of common stock, par value $0.00001 per share, of the Company that had been issued to Mr. Estrella, Mr. Sawyers and Ms. Johnson, respectively, during 2013. On Dec. 31, 2013, Mr. Estrella, Mr. Sawyers and Ms. Johnson received options to purchase an aggregate of 12,000,000 shares of Common Stock at an exercise price of $0.0096 per share, which was the closing price of the Company's Common Stock on the date the Company's Board of Directors approved the issuance of the options, pursuant to certain option agreements. The options are fully vested and are exercisable until the earlier of seven years from the effective date of the options or 90 days after the termination of their respective employment with the Company. No underwriting discounts or commissions were paid in connection with any of the above agreements or securities issuances. A copy of the Agreement is available for free at: http://is.gd/6P6qJ8 45-Mil. Shares Issued to F. Hess On March 28, 2013, World Surveillance entered into a Stock Purchase Agreement by and among the Company, Lighter Than Air Systems Corp., Felicia Hess (the Shareholder) and Kevin Hess (KHess) pursuant to which the Company acquired 100 percent of the outstanding shares of capital stock of LTAS, such that LTAS is now a wholly-owned subsidiary of the Company. On Dec. 31, 2013, the Company entered into a First Amendment to Agreement pursuant to which Felicia Hess returned the 25,000,000 shares of common stock, par value $0.00001 per share, of the Company issued pursuant to the Agreement, all cash purchase price and earn out provisions were deleted, and the Shareholder was issued 45,000,000 shares of Common Stock as full payment for 100 percent of the outstanding shares of capital stock of LTAS in a tax free reorganization deal. The Common Stock of the Company issued pursuant to the Amendment was issued as restricted securities under an exemption provided by Section 4(2) of the Securities Act of 1933, as amended. The Shareholder continues to have certain piggyback registration rights. Separately, the Company entered into an Agreement with LTAS, the Shareholder and KHess providing for a $210,000 performance based bonus to Felicia Hess, the President of LTAS, if certain milestones are achieved. A copy of the First Amendment to LTAS Agreement is available at: http://is.gd/Hh400E About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. World Surveillance disclosed a net loss of $3.36 million on $272,201 of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $1.12 million on $19,896 of net revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $3.75 million in total assets, $16.97 million in total liabilities, and stockholders' deficit of $13.22 million. Rosen Seymour Shapss Martin & Company 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 experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Our indebtedness at September 30, 2013 was $16,973,748. A portion of such indebtedness reflects judicial judgments against us that could result in liens being placed on our bank accounts or assets. We are continuing to review our ability to reduce this debt level due to the age and/or settlement of certain payables but we may not be able to do so. This level of indebtedness could, among other things: * make it difficult for us to make payments on this debt and other obligations; * make it difficult for us to obtain future financing; * require us to redirect significant amounts of cash from operations to servicing the debt; * require us to take measures such as the reduction in scale of our operations that might hurt our future performance in order to satisfy our debt obligations; and * make us more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to us," the Company said in its quarterly report for the period ended Sept. 30, 2013. XL-ID SOLUTIONS: Submits Proposal to Creditors Under BIA -------------------------------------------------------- XL-ID Solutions Inc. (formerly known as Excellium Inc.), a Tier II issuer listed on the TSX Venture Exchange, on Jan. 10 disclosed that it has submitted a proposal to its creditors under the Bankruptcy and Insolvency Act (Canada). The proposal is made further to the filing by XL-ID with the Office of the Superintendent of Bankruptcy of a notice of intention to submit a proposal to its creditors pursuant to the BIA, which was announced on December 4, 2013. Under the terms of the proposal, an amount of $275,000 will be made available to Raymond Chabot Inc., as Trustee, for distribution to creditors in the manner set forth in the proposal, less an amount not to exceed $75,000 to cover fees and expenses of the proposal. The proposal also provides for the reorganization of XL-ID's share capital pursuant to which its outstanding common shares will be cancelled for no consideration and XL-ID's majority shareholder and only secured creditor, General Financial Corporation, will be the sole shareholder. Following these steps, XL-ID will be delisted from the Exchange and will apply to cease to be a reporting issuer. The proposal is subject to approval by the statutory majority of XL-ID's creditors under the BIA at a meeting scheduled to be held on or about January 24, 2014. Provided it receives the requisite approval from its creditors, XL-ID will seek a final order from the Superior Court of Quebec approving the proposal shortly thereafter. XL-ID (TSX:XLM) -- http://www.XL-ID.ca-- is a security company specialized in biometrics identity systems, proactive security management and in the integration of security products for the institutional and industrial markets. XL-ID is active in electronic identification, comprising background checks, biometric identification and management of large events and summits. YRC WORLDWIDE: S&P Puts 'CCC' Rating on CreditWatch Negative ------------------------------------------------------------ Standard & Poor's Ratings Services placed its ratings on YRC Worldwide Inc. (YRCW), including the 'CCC' corporate credit rating, on CreditWatch with negative implications. On Jan. 9, 2014, the International Brotherhood of Teamsters rejected YRCW's proposed labor contract extension. The agreement had proposed an extension of current contract terms (through March 2019) with some modifications. On Dec. 23, 2013, the company announced that it reached an agreement with certain holders of its series A and B convertible notes and other institutional investors that would allow it to reduce debt by approximately $300 million. This agreement was contingent on the ratification of the proposed labor contract. YRCW has $395 million in debt maturities in 2014, consisting the company's asset-based loan and 6% convertible senior notes. The nearest debt maturity is due on Feb. 14, 2014, totaling $69 million. The rating on YRCW reflects its "less-than-adequate" liquidity as well as its substantial off-balance-sheet contingent obligations related to its multiemployer pension plans (the current underfunding is estimated at $10 billion). "We consider YRCW's substantial market position in the less-than-truckload sector, which has fairly high barriers to entry, as a positive rating factor," said Standard & Poor's credit analyst Anita Ogbara. We assess YRCW's business risk profile as "vulnerable," its financial risk profile as "highly leveraged," and its liquidity as "less than adequate," according to our criteria. S&P will monitor developments regarding YRCW's liquidity position, capital structure, and operating prospects to resolve the CreditWatch placement. S&P could take further interim rating actions as more information becomes available, in advance of a resolution of the CreditWatch review. * Default Rate to Continue Decline in 2014, Moody's Says -------------------------------------------------------- Moody's trailing 12-month global speculative-grade default rate came in at 2.6% in the final quarter of 2013, down from 3.0% in the prior quarter and close to the rating agency's year-ago forecast of 3.0%, Moody's Investors Service says in its monthly default report, the ratings agency said on Jan. 9. A total of 62 Moody's-rated corporate debt issuers defaulted last year, with nine defaulting in the fourth quarter. "The corporate default rate remains below its historical average, given strong balance sheet fundamentals and ample liquidity," says Albert Metz, Managing Director of Credit Policy Research. "And moving into the new year, we expect a somewhat lower corporate default rate given our expectations for more robust economic growth." In the US, the speculative-grade default rate dropped to 2.2% in the fourth quarter of 2013, down from 2.7% in the prior quarter. At end-December 2012, the US rate stood at 3.4%. In Europe, the rate declined to 3.4% in the fourth quarter from 3.6% in the third. At end-December, the European default rate stood at 2.5%. Based on its forecasting model, Moody's expects the global speculative-grade default rate to remain low in 2014, and to end it at 2.3%. By region, the model predicts that the rate will be 2.3% in the US and 2.1% in Europe by the end of this year. And across industries, Moody's expects default rates to be highest in the Metals & Mining sector in the US, and the Hotel, Gaming & Leisure sector in Europe in 2014. By dollar volume, the global speculative-grade bond default rate dropped to 1.0% in the fourth quarter of 2013 from 1.7% in the third. The global dollar-weighted default rate ended 2012 at 1.9%. In the US, the dollar-weighted speculative-grade bond default rate fell to 0.4% in the fourth quarter from 1.3% in the third. The comparable rate was 1.7% at year-end 2012. In Europe, the dollar-weighted speculative-grade bond default rate remained unchanged at 3.1% from the third to the fourth quarter, and ended 2012 at 2.5%. Moody's global distressed index arrived at 7.4% at the end of the fourth quarter 2013, down from 8.6% in the prior quarter. At year- end 2012, the index was a noticeably higher 14.1%. In the leveraged-loan market, there were no Moody's-rated defaults during the final quarter of 2013. The US leveraged-loan default rate finished at 2.2% in the fourth quarter, down from 2.7% in the third. The loan default rate finished December 2012 at 3.1%. * Ferry Route Cancellation May Bankrupt BC Biz, Study Shows ----------------------------------------------------------- Jeremy Nuttall, writing for 24 hours Vancouver, reports the Tourism Industry Association of British Columbia has said the cancelling of a ferry route in British Columbia's North Coast will create havoc for tour organizers and could bankrupt businesses. According to the report, the association on Jan. 13 released a study indicating how the discontinuation of route 40 is a lifeline to communities between Port Hardy on Vancouver Island and Bella Coola on the North Coast. "The Ministry of Transportation says that route 40 operates at a deficit of about $725,000," the association's Ian Robertson said. "Our analysis showed that when you look at the total provincial taxes generated by the route it's about $780,000, so there is a very modest surplus." * Moody's: US Subprime Auto Credit to Continue to Weaken Gradually ------------------------------------------------------------------ The deterioration in US subprime auto lending credit metrics slowed somewhat during the third quarter of 2013, but subprime credit will continue to weaken gradually as lenders boost their volumes by moving further down the credit spectrum, according to "US Subprime Auto Loan Credit Deterioration Moderated in Q3, Will Continue Gradually," a new report from Moody's Investors Service. Low interest rates, relatively low losses to date and a slowdown in the growth of auto sales will spur lenders to continue to offer credit to weaker borrowers. "Based on third-quarter lending metrics, subprime credit continues to deteriorate," says Peter McNally, a Moody's Vice President - Senior Analyst and author of the report, "even though flattening average borrower credit scores suggest that the credit weakening has moderated." "Average loan to value ratios for used vehicle loans rose by three percentage points year over year, while average subprime loan terms for both used and new vehicle loans lengthened by one month. The weakening credit suggests that, absent mitigating factors such as an improving job market, losses on loans in new subprime auto ABS will continue to rise." Higher LTVs generally indicate weaker credit because borrowers with higher LTVs typically are in greater need of cash than those with lower LTVs. Longer loan terms generally mean weaker credit because they extend the period over which a borrower could potentially default. They can also mean higher losses on liquidated vehicles because the smaller monthly payments mean that borrowers pay less principal back before default. Market conditions remain conducive to increased lending to weaker borrowers. Low interest rates give even smaller lenders low-cost funding and allow for high margins, especially on high-yielding subprime loans. However, even though losses are increasing, they are still relatively low, which means that lenders have room for performance to weaken before high losses make profit margins unattractive. Gradually weakening credit has already led to a rise in default rates. Since the beginning of 2010, a growing number of loans have become delinquent within 12 months of origination, and these early-stage delinquencies are rising despite the steady improvement in the unemployment rate. * NADA Predicts 16.4 Million U.S. Light Vehicles Sales in 2014 -------------------------------------------------------------- The National Automobile Dealers Association predicts 16.4 million new cars and light trucks will be purchased or leased in the U.S. this year, a 5.1 percent increase from 2013. "Consumers will be far better off in 2014 than last year," said NADA Chief Economist Steven Szakaly. "Employment is improving. Debt has been reduced, and home prices across all regions of the country will remain stable or will rise, yielding a positive wealth effect." Last year, 15.6 million new light vehicles were sold in the U.S. It marked fifth straight year of a long recovery from the global financial crisis and the automotive bankruptcies. "Growth would have been stronger in 2013 without a series of contentious fiscal crises in Washington and a federal government shutdown last fall," he said. "There is considerable upside potential in 2014 as economic activity is expected to increase as the year progresses," he added. "Gross domestic product will grow about 2.8 percent this year, stability in housing with concurrent growth in employment and manufacturing all lead to a positive outlook for 2014." Mr. Szakaly added that employment, particularly in the construction and services industries, will improve this year, and a continued moderation in gasoline prices and improvements in the housing market will help to offset stagnation in wages and income in 2014. About NADA NADA -- http://www.nada.org-- represents nearly 16,000 new-car and -truck dealerships with 32,000 domestic and international franchises. * New Chapter for Detroit Auto Makers ------------------------------------- Joseph B. White, writing for The Wall Street Journal, reported that leaders of the world's major auto makers gathering in Detroit for the North American International Auto Show will find a far more hospitable climate than they've experienced during the past several years. According to the report, Detroit's weather promises to be chilly and dank as ever. But the U.S. auto industry is enjoying blue skies. Sales in 2013 recovered nearly all the ground lost during the Great Recession in 2009, as demand for luxury cars and highly profitable trucks and sport-utility vehicles boomed and gasoline prices drifted down. The pace of growth in 2014 will slow, but most industry executives expect smooth sailing for the near term compared with the turmoil of recent years. For Detroit's restructured auto makers, one challenge will be to avoid repeating a pattern of boom and bust that's plagued the U.S. car business since the early 1980s, the report related. Prosperity has tended to beget ill-advised diversification and bloated costs in Detroit. This time, however, the pain of near- death, bankruptcy and humiliating federal bailouts may not be so quickly forgotten. The U.S. oil and gas boom has removed, for now, another source of anxiety for auto barons -- wildly fluctuating energy prices, the report added. But the Detroit auto makers still rely heavily on sales of big pickup trucks and SUVs to boost their bottom lines. That will be highlighted by the expected prominence at the show of Ford's new F-150 pickup. * Privately-Owned Companies Likely to Face More Distress This Year ------------------------------------------------------------------ The new year could well see more distress in privately-owned companies (such as those controlled by private equity), "significant" moves to pare back the government bond-buying program known as quantitative easing and more municipal bankruptcies following on the heels of Detroit's Ch. 9 filing. That's according to a survey of 104 senior attorneys, investment bankers, fund managers and other restructuring professionals across North America released on Jan. 10 by AlixPartners, the global business-advisory firm. The restructuring pros also pointed to retail, energy & resources, healthcare and maritime as the industries most likely to face distress in the year ahead. According to the survey, 58% of the experts say they expect to see more distress in privately-owned companies than in public companies in 2014. That's up from 55% who said that in a similar AlixPartners survey a year ago. "Privately-owned companies, including those owned by private equity, could well be in danger of greater distress this coming year, given their higher leverage levels and the continued low growth in the economy," said Lisa Donahue, global leader of the Turnaround & Restructuring Services group at AlixPartners. "Hedge funds as well, we believe, need to focus on operational improvement in 2014, as the companies they invest in continue to face a challenging economy." At the same time that the economy continues to be less than stellar, however, more than half of the restructuring experts, 56%, said they think the Federal Reserve will make "significant" moves to taper the Fed's quantitative easing program this coming year. Given that an easing of any kind is seen by many as the first step toward eventual rising interest rates, such a sentiment is noteworthy. Which gives rise to the question: How much would interest rates have to lead to an also-significant increase in the rate of corporate restructurings? Half of those surveyed (50%) said they think a two-point or less increase in interest rates would do the trick. Meanwhile, only 13% said an increase in rates of three points was needed. Overall, 36% of those surveyed said they expect to see more business bankruptcies (middle-market and large companies) in 2014 than in 2013, with 54% saying the opposite. Of those expecting more bankruptcies in the year ahead, 68% said they expect to see 11% to 30% more, while 32% said 1% to 10% more. One thing that could lead to more bankruptcies would be an easing- off on so-called "amend-and-extend" refinancings of companies' loans by their lenders. While 63% of those surveyed don't see a significant change in such policies in the year ahead, a good- sized minority, 30%, said they believe there will be a significant pull-back in amend-and-extend this coming year. "If there is either a significant increase in interest rates or a significant a pull-back on the lending policies of the last few years, restructurings could rise dramatically," said Ms. Donahue. "While neither may happen in the near term, those betting on the status quo remaining that way indefinitely are taking a big risk - which is why we're advising many clients these days to make financial and operational improvements in their companies before the external environment changes dramatically." When asked to pick the top three industries most likely to face the most distress in 2014, 57% chose the retail industry, up from 36% in the AlixPartners survey of a year ago; 49% said energy & resources, up from 35%; 43% said healthcare, up from 41%; 26% said maritime, up from 24%; and 18% said restaurants & foodservice, up from 17%. The aerospace & defense industry also garnered 18%, down from 31% a year ago. One area where the experts expect there will quite likely be more restructuring activity in the year ahead is in the public sector - a topic very much in the news in 2013 given the City of Detroit's Ch. 9 filing. Almost three-quarters of those surveyed, 73%, said they think municipal bankruptcies and restructurings will increase in 2014, with 29% saying they will increase "moderately" or "dramatically." Of those who think municipal restructurings will increase, 70% said they think that, on the heels of Detroit's filing, at least two to four major cities or municipalities will file for bankruptcy in the year ahead. When asked, outside the U.S., which regions of the world they are most looking for restructuring opportunities today, 39% said Western Europe, followed by Latin America at 28%. "Though the economies in Western Europe are generally in better shape than they were at this time a year ago, many industries and companies in Europe are still struggling," said Ms. Donahue. "There could well be a lot more activity there in the year ahead." The AlixPartners survey also asked respondents, as turnaround experts, to point to the single-most important thing that could be done right now to turn around the American economy. Of six choices offered -- reform the tax code, cut federal spending, increase stimulus spending, reform immigration law, repeal the Affordable Care Act and "other" -- 38% said reform the tax code, 28%, said cut federal spending and 17% said increase stimulus spending. Reforming immigration law and repealing the Affordable Care Act received just 3% each. About the Survey This marks the eighth year of the annual AlixPartners North American Restructuring Experts Outlook Survey, which polls senior attorneys, investment bankers, fund managers and other restructuring professionals across North America about their outlook for the year ahead, their views on industry and economic topics, and their views on other vital issues of the day. This year's online survey was of 104 senior professional restructuring experts, and was conducted in December 2013. About AlixPartners AlixPartners -- http://www.alixpartners.com-- is a global business advisory firm of results-oriented professionals who specialize in creating value and restoring performance at every stage of the business lifecycle. The firm's expertise covers a wide range of businesses and industries whether they are healthy, challenged or distressed. * Moelis Is Said to Ready a Potential Public Offering ----------------------------------------------------- Michael J. De la Merced and David Gelles, writing for The New York Times' DealBook, reported that Moelis & Company, the boutique investment bank founded by Kenneth D. Moelis, has begun working with advisers on a potential initial public offering, people briefed on the matter said on Jan. 10. According to the report, the firm is working with Goldman Sachs and is expected to add other counselors as well. Executives at the firm have entertained pitches from potential underwriters in recent months. It is not clear whether the investment bank will go forward with an I.P.O. or pursue another transaction, the report said. If Moelis goes public, it will be joining a handful of independent investment banks that already reside on the stock markets and fulfill an ambition of its founder, the report further related. And it would come at a time when these firms -- smaller than the likes of Goldman Sachs or JPMorgan Chase -- have nonetheless been collecting more deal fees. Shares of Moelis's publicly traded competitors rose last year, in particular those of Evercore Partners (which more than doubled) and Lazard (up about 52 percent), the report said. * Marla B. Matthews Joins Cleveland, Waters & Bass -------------------------------------------------- Cleveland, Waters and Bass, P.A., on Jan. 13 disclosed that Marla B. Matthews will join the firm on February 1, 2014, as a member of its Trust and Estates Practice Area. Ms. Matthews represents clients in matters of preservation and transfer of wealth, gift and estate tax planning, special needs trust planning, estate and trust administration, and public benefits planning. In addition to estate planning, Ms. Matthews represents clients in the regulated industries and works with school districts on education-related matters. Ms. Matthews is an officer of the New Hampshire Chapter of the National Academy of Elder Law Attorneys. She is also a mentor for the Circle Program, headquartered in Plymouth, New Hampshire. Ms. Matthews is a member of the New Hampshire Bar. She earned a B.S. (magna cum laude) from Keene State College, and a J.D. from Northeastern University School of Law. She formerly served as a law clerk to the Honorable James E. Duggan, associate justice of the New Hampshire Supreme Court. "We are excited to have Marla join our firm," said Philip M. Hastings, president of Cleveland, Waters and Bass. "She is a welcome addition to our expanding trusts and estates practice area and enhances the range of services we can provide to our business and nonprofit clients." Founded in 1959, Cleveland, Waters and Bass, P.A., represents individuals and businesses throughout New Hampshire and northern New England. A substantial portion of the firm's practice is devoted to the representation of businesses of all sizes and includes business formation and governance, employment law, commercial transactions, real estate development and finance, commercial and administrative litigation and bankruptcy. The firm's expanding trusts and estates practice area focuses on wealth preservation, estate planning for high net worth individuals, estate and trust administration, special needs trusts and elder law. Cleveland, Waters and Bass is a member of the Legal Netlink Alliance, an international alliance of independent law firms. * Jan P. Myskowski Joins Cleveland, Waters & Bass ------------------------------------------------- Cleveland, Waters and Bass, P.A., on Jan. 13 disclosed that Jan P. Myskowski will join the firm on February 1, 2014, and will chair its Trust and Estates Practice Area. Mr. Myskowski has over 20 years of experience in the field of trusts and estates. He represents high net worth individuals and elderly and disabled clients in matters of preservation and transfer of wealth, gift and estate tax planning, special needs trust planning, estate and trust administration, business succession planning, and public benefits planning. Mr. Myskowski is a fellow of the American College of Trust and Estate Counsel. He is a member and former board member of the New Hampshire Estate Planning Council. He is also a founding board member and past president of the New Hampshire Chapter of the National Academy of Elder Law Attorneys. Mr. Myskowski is included in The Best Lawyers in America? in the fields of Elder Law and Trusts and Estates, and was named by Best Lawyers as Concord, New Hampshire's 2014 "Lawyer of the Year" in Elder Law. He is also named to the 2013 New England Super Lawyers list for Estate and Probate Law. Mr. Myskowski is a member of the New Hampshire and Massachusetts bars. He earned a B.A. from the Massachusetts College of Liberal Arts and a J.D. from the College of William and Mary's Marshall- Wythe School of Law. "We are delighted Jan is joining our firm," said Philip M. Hastings, president of Cleveland, Waters and Bass. "Jan is one of the top estate planning attorneys in the state and he brings a wealth of experience and leadership to our trusts and estates department." Founded in 1959, Cleveland, Waters and Bass, P.A., represents individuals and businesses throughout New Hampshire and northern New England. A substantial portion of the firm's practice is devoted to the representation of businesses of all sizes and includes business formation and governance, employment law, commercial transactions, real estate development and finance, commercial and administrative litigation and bankruptcy. The firm's expanding trusts and estates practice area focuses on wealth preservation, estate planning for high net worth individuals, estate and trust administration, special needs trusts and elder law. Cleveland, Waters and Bass is a member of the Legal Netlink Alliance, an international alliance of independent law firms. * Orrin Harrison Joins Gruber Hurst Johansen as Partner ------------------------------------------------------- Orrin L. Harrison III, a prominent and longtime leader in the Texas legal community, has joined the Dallas litigation firm Gruber Hurst Johansen Hail Shank as a partner. During nearly 40 years of practice, Mr. Harrison has focused on complex business litigation in matters involving energy and utilities, securities, antitrust and corporate governance. He has served as the principal outside litigation counsel in trial and appellate courts for major national and international companies, including Central and South West Corporation, Fina Oil Company, and Waddell & Reed Financial Services. For the past eight years, Chambers USA has listed him in its prestigious Tier 1 ranking as a securities litigator. Mr. Harrison most recently was co-head of the national litigation practice group of Akin Gump Strauss Hauer & Feld, where he was a partner since 2003. Prior to joining Akin Gump, he was a partner with Vinson & Elkins, where he was a member of the firm's practice management committee and led the Dallas office's litigation section. "Orrin's experience and counsel will be tremendous assets for our firm and clients as we increasingly engage in corporate disputes with high financial stakes and substantial business implications," says firm founder Mike Gruber. "Orrin's reputation for communication and aggressive advocacy at the negotiating table and in the courtroom make him a great fit, and we're very pleased he agreed to make this move." Mr. Harrison has served as president of the Dallas Bar Association and the Dallas Chapter of American Board of Trial Advocates, a trustee of the Dallas Bar Foundation, and a director of the State Bar of Texas. He also served as vice-chairman of the State Bar Commission on Lawyer Discipline, which oversees the lawyer grievance process in Texas. In civic affairs, Mr. Harrison is a recipient of the Torch of Conscience Award from the American Jewish Congress. He has served on the board of directors for the United Way of Greater Dallas; North Texas Business Council for the Arts; and Dallas County Heritage Society. He is a frequent lecturer for legal education programs on arbitration, securities regulation, accounting litigation, and corporate investigations under the Sarbanes-Oxley Act. Mr. Harrison earned his law degree with honors in 1974 from the Southern Methodist University School of Law, where he was a member of Order of the Coif and Order of the Barristers. He received his undergraduate degree with honors in 1971 from the University of the South, where he currently serves as trustee. Gruber Hurst Johansen Hail Shank LLP focuses on the business needs of its clients in trying complex commercial litigation in courtrooms across Texas. The firm's experience includes matters involving securities, financial services, bankruptcy, employment, intellectual property, technology, products liability and other commercial cases. Clients include leading companies -- large and small -- and individuals in the fields of private equity, real estate, manufacturing, professional services, energy and retail. * Holwell Shuster & Goldberg Promotes Avi Israeli to Partner ------------------------------------------------------------ Holwell Shuster & Goldberg LLP on Jan. 13 disclosed that it has promoted Avi Israeli to partner, making Mr. Israeli, 34, the first new partner to be named at the litigation firm since its founding in 2012. "This is a true milestone for our firm," said Judge Holwell, co-founder of the firm and a former federal judge in the United States District Court for the Southern District of New York. "Avi is a tremendous young talent, and he has been a perfect fit for Holwell Shuster & Goldberg from day one." Mr. Israeli joined Holwell Shuster & Goldberg shortly after its formation, becoming the firm's first associate, after having previously worked with co-founding partners Michael Shuster, Daniel Goldberg, and Dorit Ungar Black at Kasowitz, Benson, Torres & Friedman in New York. He has played a prominent role in several of the firm's notable engagements, including the defense of LimeWire and its founder in a copyright infringement case, the trial arising out of the demise of a prominent distressed debt hedge fund, and the prosecution of a multitude of "putback" actions seeking to recoup billions of dollars in losses sustained by major financial institutions in connection with the residential mortgage crisis. "I'm thrilled to become a partner with this group of lawyers, who I have such great respect for," said Mr. Israeli. "I've watched the incredible growth of this firm first-hand, from day one, and to support it further as a partner will be a great honor and privilege." In 2013, just the first full year of operation at the firm, Holwell Shuster & Goldberg's rapid growth necessitated a move to new offices at 125 Broad Street in Manhattan. In addition to promoting Mr. Israeli to the partnership, the firm started 2014 with the hiring of six additional lawyers, bringing the firm's total to 23. Before working at Kasowitz, Mr. Israeli worked as an associate at Jones Day following his graduation from Benjamin N. Cardozo School of Law. He then clerked for the Honorable Marcia G. Cooke of the United States District Court for the Southern District of Florida, where he participated in the celebrated Jose Padilla trial. About Holwell Shuster & Goldberg Founded by Southern District of New York Judge Richard Holwell and trial lawyers Michael Shuster, Daniel Goldberg, and Dorit Ungar Black, Holwell Shuster & Goldberg is a litigation boutique focused on the representation of clients in complex commercial, securities, antitrust, and bankruptcy litigation, as well as related civil, criminal, and regulatory matters. * U.S. Bankruptcy Court Judge Burton R. Lifland Dies ---------------------------------------------------- U.S. Bankruptcy Judge Burton R. Lifland died on Sunday, Jan. 12, on bacterial pneumonia, according to the news sources. Judge Lifland was 84 years old. Stephanie Gleason and Joseph Checkler, writing for The Wall Street Journal, reported that Judge Lifland was overseeing the continuing wind-down of assets related to the Ponzi scheme orchestrated by Bernard Madoff. Michael J. De la Merced, writing for The New York Times' DealBook, noted that Judge Lifland also handled other prominent Chapter 11 cases, including the bankruptcies of Blockbuster, Calpine, and Dana. The Bankruptcy Court in Manhattan hasn't yet made any announcement about who will be taking over the Madoff proceeding or any of Judge Lifland's other cases. The Journal related that Judge Lifland's rulings have touched nearly every modern bankruptcy issue, including collective bargaining and retiree benefits and international bankruptcy law. He helped write Chapter 15 of the U.S. Bankruptcy Code, which offers U.S. court protection to foreign companies. As chief of the U.S. Bankruptcy Court for the Southern District of New York, he put guidelines in place for professional fees, case mediation and electronic filings, the Journal further related. Previously, he also held the role of chief judge of the Bankruptcy Appellate Panel for the Second Circuit. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 129.8 (11.3) (10.7) ABSOLUTE SOFTWRE ALSWF US 129.8 (11.3) (10.7) ABSOLUTE SOFTWRE ABT CN 129.8 (11.3) (10.7) ACCELERON PHARMA 0A3 GR 48.4 (19.9) 6.2 ACCELERON PHARMA XLRN US 48.4 (19.9) 6.2 ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 454.9 (133.8) (83.4) ADVENT SOFTWARE ADVS US 454.9 (133.8) (83.4) AERIE PHARMACEUT AERI US 7.2 (22.4) (11.0) AIR CANADA-CL A ADH GR 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A ADH TH 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A AC/A CN 9,481.0 (3,056.0) 105.0 AIR CANADA-CL A AIDIF US 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B ADH1 TH 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B ADH1 GR 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B AIDEF US 9,481.0 (3,056.0) 105.0 AIR CANADA-CL B AC/B CN 9,481.0 (3,056.0) 105.0 AK STEEL HLDG AKS* MM 3,766.4 (211.8) 394.9 AK STEEL HLDG AK2 GR 3,766.4 (211.8) 394.9 AK STEEL HLDG AK2 TH 3,766.4 (211.8) 394.9 AK STEEL HLDG AKS US 3,766.4 (211.8) 394.9 ALLIANCE HEALTHC AIQ US 515.6 (131.4) 61.3 AMC NETWORKS-A AMCX US 2,524.8 (611.9) 790.3 AMC NETWORKS-A 9AC GR 2,524.8 (611.9) 790.3 AMER AXLE & MFG AYA GR 3,118.5 (46.8) 387.6 AMER AXLE & MFG AXL US 3,118.5 (46.8) 387.6 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE A1G GR 26,780.0 (7,922.0) 143.0 AMERICAN AIRLINE A1G TH 26,780.0 (7,922.0) 143.0 AMERICAN AIRLINE AAL* MM 26,780.0 (7,922.0) 143.0 AMERICAN AIRLINE AAL US 26,780.0 (7,922.0) 143.0 AMR CORP AAMRQ US 26,780.0 (7,922.0) 143.0 AMR CORP AAMRQ* MM 26,780.0 (7,922.0) 143.0 AMR CORP ACP GR 26,780.0 (7,922.0) 143.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 ANACOR PHARMACEU ANAC US 44.9 (7.3) 17.0 ANACOR PHARMACEU 44A TH 44.9 (7.3) 17.0 ANACOR PHARMACEU 44A GR 44.9 (7.3) 17.0 ANGIE'S LIST INC ANGI US 109.7 (23.0) (24.2) ANGIE'S LIST INC 8AL TH 109.7 (23.0) (24.2) ANGIE'S LIST INC 8AL GR 109.7 (23.0) (24.2) ARRAY BIOPHARMA ARRY US 152.6 (13.2) 82.3 ARRAY BIOPHARMA AR2 TH 152.6 (13.2) 82.3 ARRAY BIOPHARMA AR2 GR 152.6 (13.2) 82.3 AUTOZONE INC AZO US 7,023.4 (1,721.2) (962.6) AUTOZONE INC AZ5 GR 7,023.4 (1,721.2) (962.6) AUTOZONE INC AZ5 TH 7,023.4 (1,721.2) (962.6) BARRACUDA NETWOR CUDA US 236.2 (90.1) (66.5) BARRACUDA NETWOR 7BM GR 236.2 (90.1) (66.5) BENEFITFOCUS INC BTF GR 54.8 (43.9) (3.6) BENEFITFOCUS INC BNFT US 54.8 (43.9) (3.6) BERRY PLASTICS G BP0 GR 5,135.0 (196.0) 653.0 BERRY PLASTICS G BERY US 5,135.0 (196.0) 653.0 BOSTON PIZZA R-U BPZZF US 156.7 (108.0) (4.2) BOSTON PIZZA R-U BPF-U CN 156.7 (108.0) (4.2) BRP INC/CA-SUB V BRPIF US 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V B15A GR 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V DOO CN 1,875.1 (63.7) 116.5 BURLINGTON STORE BUI GR 2,594.2 (421.3) 139.7 BURLINGTON STORE BURL US 2,594.2 (421.3) 139.7 CABLEVISION SY-A CVC US 6,482.1 (5,284.1) 342.2 CABLEVISION SY-A CVY GR 6,482.1 (5,284.1) 342.2 CAESARS ENTERTAI C08 GR 26,096.4 (1,496.8) 626.7 CAESARS ENTERTAI CZR US 26,096.4 (1,496.8) 626.7 CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,231.2 (8,370.8) 786.9 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,238.5 (473.0) 143.1 CHOICE HOTELS CHH US 555.7 (484.7) 79.2 CHOICE HOTELS CZH GR 555.7 (484.7) 79.2 CIENA CORP CIE1 GR 1,802.8 (82.7) 780.7 CIENA CORP CIE1 TH 1,802.8 (82.7) 780.7 CIENA CORP CIEN US 1,802.8 (82.7) 780.7 CIENA CORP CIEN TE 1,802.8 (82.7) 780.7 CINCINNATI BELL CBB US 2,551.7 (687.2) (147.2) COROWARE INC HT9B GR 0.3 (32.1) (31.9) DIRECTV DIG1 GR 20,588.0 (6,208.0) (300.0) DIRECTV DTV US 20,588.0 (6,208.0) (300.0) DIRECTV DTV CI 20,588.0 (6,208.0) (300.0) DOMINO'S PIZZA EZV TH 468.5 (1,322.2) 76.9 DOMINO'S PIZZA EZV GR 468.5 (1,322.2) 76.9 DOMINO'S PIZZA DPZ US 468.5 (1,322.2) 76.9 DUN & BRADSTREET DB5 GR 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 TH 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DNB US 1,849.9 (1,206.3) (128.9) DYAX CORP DYAX US 70.6 (38.8) 41.0 DYAX CORP DY8 GR 70.6 (38.8) 41.0 EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 ENTRAVISION CO-A EV9 GR 455.7 (5.6) 78.1 ENTRAVISION CO-A EVC US 455.7 (5.6) 78.1 EVERYWARE GLOBAL EVRY US 356.6 (53.9) 142.5 FAIRPOINT COMMUN FRP US 1,592.6 (406.7) 30.0 FERRELLGAS-LP FGP US 1,441.3 (134.9) (55.6) FERRELLGAS-LP FEG GR 1,441.3 (134.9) (55.6) FIFTH & PACIFIC FNP US 957.0 (220.7) (66.9) FIFTH & PACIFIC LIZ GR 957.0 (220.7) (66.9) FOREST OIL CORP FST US 1,909.3 (63.1) (148.3) FREESCALE SEMICO FSL US 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO 1FS TH 3,819.0 (4,526.0) 1,239.0 FREESCALE SEMICO 1FS GR 3,819.0 (4,526.0) 1,239.0 GENCORP INC GY US 1,750.4 (142.6) 111.1 GENCORP INC GCY TH 1,750.4 (142.6) 111.1 GENCORP INC GCY GR 1,750.4 (142.6) 111.1 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C 6GB GR 576.5 (37.0) 286.9 GLOBAL BRASS & C BRSS US 576.5 (37.0) 286.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOZYME THERAPE HALO US 110.1 (3.5) 63.2 HALOZYME THERAPE HALOZ GR 110.1 (3.5) 63.2 HCA HOLDINGS INC 2BH GR 28,393.0 (7,044.0) 2,352.0 HCA HOLDINGS INC 2BH TH 28,393.0 (7,044.0) 2,352.0 HCA HOLDINGS INC HCA US 28,393.0 (7,044.0) 2,352.0 HD SUPPLY HOLDIN 5HD GR 6,518.0 (698.0) 1,346.0 HD SUPPLY HOLDIN HDS US 6,518.0 (698.0) 1,346.0 HOVNANIAN ENT-A HOV US 1,759.1 (432.8) 956.3 HOVNANIAN ENT-A HO3 GR 1,759.1 (432.8) 956.3 HOVNANIAN ENT-B HOVVB US 1,759.1 (432.8) 956.3 HOVNANIAN-A-WI HOV-W US 1,759.1 (432.8) 956.3 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INFOR US INC LWSN US 6,515.2 (555.7) (303.6) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE CN 1,533.5 (359.8) (281.4) JUST ENERGY GROU 1JE GR 1,533.5 (359.8) (281.4) JUST ENERGY GROU JE US 1,533.5 (359.8) (281.4) L BRANDS INC LTD GR 6,636.0 (820.0) 846.0 L BRANDS INC LB US 6,636.0 (820.0) 846.0 L BRANDS INC LTD TH 6,636.0 (820.0) 846.0 LDR HOLDING CORP LDRH US 78.7 (0.6) 9.6 LEE ENTERPRISES LEE US 989.0 (102.6) (11.9) LEE ENTERPRISES LE7 GR 989.0 (102.6) (11.9) LORILLARD INC LLV GR 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LLV TH 3,555.0 (2,042.0) 1,297.0 LORILLARD INC LO US 3,555.0 (2,042.0) 1,297.0 MACROGENICS INC M55 GR 42.0 (4.0) 11.7 MACROGENICS INC MGNX US 42.0 (4.0) 11.7 MANNKIND CORP NNF1 GR 287.6 (167.7) (117.8) MANNKIND CORP NNF1 TH 287.6 (167.7) (117.8) MANNKIND CORP MNKD US 287.6 (167.7) (117.8) MARRIOTT INTL-A MAR US 6,480.0 (1,409.0) (776.0) MARRIOTT INTL-A MAQ GR 6,480.0 (1,409.0) (776.0) MDC PARTNERS-A MDCA US 1,365.7 (40.1) (211.1) MDC PARTNERS-A MD7A GR 1,365.7 (40.1) (211.1) MDC PARTNERS-A MDZ/A CN 1,365.7 (40.1) (211.1) MEDIA GENERAL MEG US 749.9 (217.2) 36.8 MERITOR INC AID1 GR 2,570.0 (822.0) 338.0 MERITOR INC MTOR US 2,570.0 (822.0) 338.0 MERRIMACK PHARMA MACK US 224.2 (16.6) 139.4 MERRIMACK PHARMA MP6 GR 224.2 (16.6) 139.4 MIRATI THERAPEUT MRTX US 18.0 (23.6) (24.5) MONEYGRAM INTERN MGI US 4,923.2 (116.3) 49.2 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MORGANS HOTEL GR M1U GR 572.8 (172.9) 6.5 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 982.5 (217.5) 139.1 NATIONAL CINEMED NCMI US 982.5 (217.5) 139.1 NAVISTAR INTL NAV US 8,315.0 (3,601.0) 1,198.0 NAVISTAR INTL IHR GR 8,315.0 (3,601.0) 1,198.0 NAVISTAR INTL IHR TH 8,315.0 (3,601.0) 1,198.0 NEKTAR THERAPEUT NKTR US 383.0 (50.3) 127.0 NEKTAR THERAPEUT ITH GR 383.0 (50.3) 127.0 NORCRAFT COS INC NCFT US 265.0 (6.1) 47.7 NORCRAFT COS INC 6NC GR 265.0 (6.1) 47.7 NORTHWEST BIO NWBO US 7.6 (14.3) (9.7) NYMOX PHARMACEUT NYMX US 1.4 (6.9) (2.7) OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OMEROS CORP 3O8 GR 12.0 (23.9) (1.6) OMEROS CORP OMER US 12.0 (23.9) (1.6) OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPHTHTECH CORP O2T GR 40.2 (7.3) 34.3 OPHTHTECH CORP OPHT US 40.2 (7.3) 34.3 PALM INC PALM US 1,007.2 (6.2) 141.7 PHILIP MORRIS IN PM1CHF EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1 TE 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM US 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM FP 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 TH 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PMI SW 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN PM1EUR EU 36,795.0 (5,908.0) (2.0) PHILIP MORRIS IN 4I1 GR 36,795.0 (5,908.0) (2.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLY GEM HOLDINGS PGEM US 1,088.3 (37.7) 212.1 PLY GEM HOLDINGS PG6 GR 1,088.3 (37.7) 212.1 PROTALEX INC PRTX US 1.2 (8.6) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QLTY US 465.1 (38.1) 92.3 QUINTILES TRANSN QTS GR 2,842.0 (712.0) 382.8 QUINTILES TRANSN Q US 2,842.0 (712.0) 382.8 RE/MAX HOLDINGS 2RM GR 252.0 (22.5) 39.1 RE/MAX HOLDINGS RMAX US 252.0 (22.5) 39.1 REGAL ENTERTAI-A RETA GR 2,508.3 (658.5) 54.0 REGAL ENTERTAI-A RGC US 2,508.3 (658.5) 54.0 RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC RTRX US 21.4 (5.8) (10.3) REVLON INC-A REV US 1,259.4 (619.8) 192.4 REVLON INC-A RVL1 GR 1,259.4 (619.8) 192.4 RINGCENTRAL IN-A 3RCA GR 60.8 (25.3) (10.9) RINGCENTRAL IN-A RNG US 60.8 (25.3) (10.9) RITE AID CORP RAD US 7,138.2 (2,228.8) 1,881.2 RITE AID CORP RTA GR 7,138.2 (2,228.8) 1,881.2 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 1,950.1 (303.5) 473.2 SALLY BEAUTY HOL SBH US 1,950.1 (303.5) 473.2 SILVER SPRING NE 9SI GR 513.9 (88.9) 76.3 SILVER SPRING NE SSNI US 513.9 (88.9) 76.3 SILVER SPRING NE 9SI TH 513.9 (88.9) 76.3 SUNESIS PHARMAC SNSS US 46.6 (5.8) 11.2 SUNESIS PHARMAC RYIN GR 46.6 (5.8) 11.2 SUNGAME CORP SGMZ US 0.1 (2.2) (2.3) SUPERVALU INC SJ1 GR 4,738.0 (1,031.0) 154.0 SUPERVALU INC SVU US 4,738.0 (1,031.0) 154.0 SUPERVALU INC SJ1 TH 4,738.0 (1,031.0) 154.0 TANDEM DIABETES TNDM US 48.6 (2.8) 13.8 TANDEM DIABETES TD5 GR 48.6 (2.8) 13.8 TAUBMAN CENTERS TCO US 3,438.8 (211.5) - TAUBMAN CENTERS TU8 GR 3,438.8 (211.5) - THRESHOLD PHARMA THLD US 101.0 (17.5) 74.4 THRESHOLD PHARMA NZW1 GR 101.0 (17.5) 74.4 TOWN SPORTS INTE CLUB US 408.9 (40.4) (3.9) TOWN SPORTS INTE T3D GR 408.9 (40.4) (3.9) TRANSDIGM GROUP TDG US 6,148.9 (336.4) 998.0 TRANSDIGM GROUP T7D GR 6,148.9 (336.4) 998.0 ULTRA PETROLEUM UPL US 2,069.0 (376.8) (243.9) ULTRA PETROLEUM UPM GR 2,069.0 (376.8) (243.9) UNISYS CORP UISEUR EU 2,237.7 (1,509.9) 411.6 UNISYS CORP UIS1 SW 2,237.7 (1,509.9) 411.6 UNISYS CORP UISCHF EU 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 TH 2,237.7 (1,509.9) 411.6 UNISYS CORP USY1 GR 2,237.7 (1,509.9) 411.6 UNISYS CORP UIS US 2,237.7 (1,509.9) 411.6 VECTOR GROUP LTD VGR GR 1,121.0 (192.6) 316.7 VECTOR GROUP LTD VGR US 1,121.0 (192.6) 316.7 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRS GR 2,330.0 (493.8) 97.7 VERISIGN INC VRS TH 2,330.0 (493.8) 97.7 VERISIGN INC VRSN US 2,330.0 (493.8) 97.7 VERSO PAPER CORP VRS US 1,094.4 (409.5) 84.9 VINCE HOLDING CO VNCE US 467.8 (179.1) 7.7 VINCE HOLDING CO VNC GR 467.8 (179.1) 7.7 VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WW6 GR 1,408.2 (1,509.4) (79.8) WEIGHT WATCHERS WTW US 1,408.2 (1,509.4) (79.8) WEST CORP WT2 GR 3,480.7 (782.6) 349.0 WEST CORP WSTC US 3,480.7 (782.6) 349.0 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 XERIUM TECHNOLOG XRM US 626.9 (25.4) 128.4 XERIUM TECHNOLOG TXRN GR 626.9 (25.4) 128.4 XOMA CORP XOMA US 91.0 (13.5) 58.8 XOMA CORP XOMA GR 91.0 (13.5) 58.8 XOMA CORP XOMA TH 91.0 (13.5) 58.8 ZOGENIX INC ZGNX US 54.6 (13.9) 3.1 ZOGENIX INC Z08 TH 54.6 (13.9) 3.1 ********* 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 by e-mail. 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 the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. 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. ********* 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, 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 2014. 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 ***