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/raid1/www/Hosts/bankrupt/TCR_Public/140117.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 17, 2014, Vol. 18, No. 16 Headlines 801 E FRONT: McCallen & Sons Appointed as Receiver ALLY FINANCIAL: Sees $90MM to $110MM Net Income in Fourth Quarter ALLY FINANCIAL: Treasury Sells $3 Billion Stake ALVARION LTD: Receives NASDAQ Delisting Decision AMERICAN AIRLINES: 42MM Preferred Shares Convert to Common Shares AOXING PHARMA: Receives NYSE MKT Listing Compliance Extension AMERICAN APPAREL: Comparable Sales for December 2013 Decreased 6% APPLIED SYSTEMS: S&P Retains 'B' CCR Over $45-Mil. Debt Add-On ATRIUM INNOVATIONS: S&P Assigns 'B' CCR; Outlook Stable BEACON ENTERPRISE: Charles Glasgow Stake at 13% as of Jan. 13 BEAZER HOMES: Credit Suisse Stake at 6.6% as of Jan. 14 BERNSTEIN COMPANY: Trustee Abandons Hotel, Other Assets BEST BUY: Discounting Failed to Help Holiday Results BISHOP OF STOCKTON: Case Summary & 21 Top Unsecured Creditors BON-TON STORES: Bad December Weather Affects Full Year Results BONNIE LANE OFFICES: Foreclosure Auction Set for Jan. 30 BURLINGTON, VT: Moody's Affirms 'Ba1' Rating, Outlook Stable CALIBER IMAGING: Appoints Daniel Siegel to Its Board of Directors CASH STORE: Beutel Goodman Held 2.4% Equity Stake at Dec. 31 CEETOP INC: Sells $3.7 Million Worth of Common Shares CELL THERAPEUTICS: To Reacquire Rights to Anti-Cancer Compounds CHINA LOGISTICS: Re-Hires RBSM LLP as Accountants CHINA LOGISTICS: China Direct Held 7.8% Equity Stake at Jan. 31 CLEAR CHANNEL: CEO Pittman Signs 5-Year Contract CORD BLOOD: St George Stake at 9.9% as of Jan. 14 CORNERSTONE HOMES: U.S. Trustee to Appoint Chapter 11 Trustee DETROIT, MI: Judge Rejects Deal to Exit Swap Contracts DREIER LLP: Dickstein Shapiro Approved as Ch. 11 Trustee Counsel DUMA ENERGY: Chief Accounting Officer and Treasurer Quits EDENOR SA: Evaluating Impact of Argentine Resolutions EDGENET INC: Files for Chapter 11 to Sell Business EDGENET INC: Taps Phase Eleven as Claims Agent EDGENET INC: Seeks to Use Cash Collateral EDISON MISSION: Feb. 4 Hearing on Bid to Estimate EIX Claims EDISON MISSION: Union Pacific Balks at Assumption of Contracts EDISON MISSION: Wants Until March 31 to Decide on Leases ELBIT IMAGING: Defers Adoption of Compensation Policy ELEPHANT TALK: To Receive $10-Mil. Prepayments From Vodafone ENDEAVOUR INTERNATIONAL: Lonestar Partners Holds 6% Equity Stake EXIDE TECHNOLOGIES: Fidelity Holds 2.9% of Common Shares FIRST DATA: Goldman Sachs to Sell $725 Million Senior Notes FRESH & EASY: Direct Fee Review Approved as Fee Examiner FRESH & EASY: Wants Until April 1 to Propose Chapter 11 Plan FRESH & EASY: Wants Until Feb. 28 to Decide on Unexpired Leases GAC DEVELOPMENT: Foreclosure Auction Set for Feb. 5 GENERAL MOTORS: Moody's Says Declared Dividend is Credit Negative GSE ENVIRONMENTAL: S&P Lowers CCR to 'CCC-' on Weak Earnings HAMPTON ROADS: William Wright Joins as Vice President of Finance HARBINGER GROUP: Fitch to Rate $200MM Sr. Unsecured Notes 'B/RR4' HARBINGER GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes Caa2 HARBINGER GROUP: S&P Rates New $200MM Sr. Unsecured Notes 'CCC+' HUNTINGTON INGALLS: Fitch Affirms 'BB' IDR & Unsecured Debt Rating IDERA PHARMACEUTICALS: Appoints New CMO and Director INFUSYSTEM HOLDINGS: Presented at Sidoti & Company Conference JAZZ PHARMACEUTICALS: S&P Affirms 'BB+' Secured Debt Rating KEMET CORP: EVP and President KEMET Asia to Resign KEMET CORP: Royce & Associates Stake at 6.3% as of Dec. 31 KEYWELL LLC: Barnes & Thornburg Gets Okay as Environmental Counsel KEYWELL LLC: McDonald Hopkins Approved as Committee Counsel KEYWELL LLC: Won't Employ Claims or Notice Agent LDK SOLAR: Noteholders Agree to Forbear Payment Until Jan. 23 LIGHTSQUARED INC: New Plan Draws Flak from ACE American LIGHTSQUARED INC: Falcone Didn't Know Ergen Was Buying Debt LUCAS-GUNN PROPERTIES: Sunset Cove Condo Units to Be Sold Feb. 7 MANTARA INC: Tiger to Conduct Online Sale for Assets on Jan. 21 MASONITE INT'L: Moody's Rates New $100MM Add-On Unsec. Notes 'B3' MCCLATCHY CO: Royce Owns 5.3% of Class A Shares as of Dec. 31 MDU COMMUNICATIONS: Inks Follow-On APA with AM3 MOUNTAIN MELODY: Motel, Others to Be Sold at Feb. 7 Auction MRI SOFTWARE: S&P Assigns Prelim. 'B' CCR; Outlook Stable MUSCLEPHARM CORP: Amends Quarterly Reports to Correct Error NATIONAL MENTOR: S&P Affirms 'B' CCR; Outlook Stable NEWPAGE CORP: S&P Rates $750MM Sr. Secured Loan 'B+' OVERSEAS SHIPHOLDING: Expects $32MM Savings From Outsourcing Deal OVERSEAS SHIPHOLDING: Board OKs $6MM Transition Incentive Program PLUG POWER: Offering $30 Million Worth of Common Stock PLYGEM HOLDINGS: Investor Presentations Held QUANTUM FUEL: Iroquois, et al., to Sell 1.3-Mil. Common Shares RADIOSHACK CORP: Appoints Retail Industry Veteran as CFO REGAL FOREST: Fitch Assigns BB- Local Curr. Issuer Default Rating RICEBRAN TECHNOLOGIES: Closes Exercise Over-Allotment Option RIH ACQUISITIONS: Wins Final Approval to Pay $2.2MM to Suppliers RIH ACQUISITIONS: Wins Final Approval to Obtain $15-Mil. DIP Loan RIH ACQUISITIONS: Wins Court Approval of Deal With Unite Here ROSETTA GENOMICS: Inks Services Pact with Major Biopharma Company S.D. WALKER: Files for Chapter 11 in New Jersey S.D. WALKER: Voluntary Chapter 11 Case Summary SALON MEDIA: Annual Stockholders' Meeting Set on March 13 SANTEON GROUP: To Cease Making Periodic SEC Filings SCOTTSDALE VENETIAN: Wins Plan Exclusivity Through Feb. 17 SECUREALERT INC: Had $18.9 Million Net Loss in Fiscal 2013 SEGA BIOFUELS: Wants Control of Case Until March 10 SEQUENOM INC: Posts $162 Million of Total Revenue in 2013 SILGAN HOLDINGS: Moody's Assigns Ba1 Rating to Sr. Sec. Revolver SILGAN HOLDINGS: S&P Affirms 'BB+' CCR; Outlook Stable SOUTH FLORIDA SOD: Property to Be Auctioned Off Feb. 13 SPIG INDUSTRY: Claims Bar Date Set for Jan. 31 SPIG INDUSTRY: Must File Plan by Feb. 11 or Face Dismissal SPRINT CORP: Has Proposals on Financing Bid for T-Mobile SR REAL ESTATE: DACA, Lenders Challenge Exclusivity Extension Bid ST. JOSEPH'S HOSPITAL: Cut to 'Ba2' by Moody's; Outlook Negative STONEBRIDGE BUILDERS: Asset Auctioned After BB&T Declared Default THOMPSON CREEK: Reports Q4 and 2013 Production and Sales Results TOYS 'R' US: Fitch Cuts IDR to 'CCC' & Revises Recovery Ratings TRAKLOK CORP: Tradenames Auctioned Off TRILITO INC: Files for Chapter 11 in Puerto Rico TUNNELL FAMILY: Real Property Auctioned Off After Default UNITED CONTINENTAL: Sees $158 Million Fourth-Quarter Charge USEC INC: Amends QIP for 2014 Over Planned Bankruptcy Filing UNITEK GLOBAL: New Mountain Held 5.1% Equity Stake at Dec. 2 UNIVERSITY GENERAL: Presented at Sidoti & Company Conference URBAN AG: Hires Silberstein Ungar as New Accountants VELTI INC: Files Schedules of Assets and Liabilities VERISK'S ACQUISITION: Moody's Retains Ba1 Corporate Family Rating VIGGLE INC: Wetpaint Had $3.9 Million Net Loss in 2012 VISUALANT INC: Incurs $6.6 Million Net Loss in Fiscal 2013 WATERJET HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable WEST CORP: Seeks to Amend 2010 Credit Agreement with Wells Fargo XZERES CORP: Ravago Stake at 10.1% as of Dec. 17 XZERES CORP: James Duffy Stake at 5% as of Jan. 13 YRC WORLDWIDE: Rima Senvest Stake at 6.8% as of Jan. 9 ZOGENIX INC: Expects $9 Million Net Product Sales in 4th Quarter ZOGENIX INC: To Terminate Co-Promotion Pact with Mallinckrodt * Automotive Industry Among Top Drivers of Innovation, Study Shows * Medicare Cuts Leading to Job Loss in Home Health Sector * New Ratings Agency Hopes to Compete With Big 3 Outside U.S. * AlixPartners Promotes 11 Professionals to Managing Director * Greenberg Glusker Names Bob Baradaran as Managing Partner * Huron Briefing Addresses Board as Agent of Change in Turnarounds * Pryor Cashman Promotes Seth Lieberman to Partner * BOOK REVIEW: A Legal History of Money in the United States, 1774-1970 ********* 801 E FRONT: McCallen & Sons Appointed as Receiver -------------------------------------------------- McCallen & Sons, Inc. has been appointed General Receiver to take control of 801 E Front, LLC. The primary asset of 801 Front is a commercial site located at 801 E Front Street, Port Angeles, Washington 98262, including associated personal property. Pursuant to the Nov. 1, 2013 Order of the Superior Court of the State of Washington in and for the County of Clallam, the Receiver has assumed exclusive possession and control of the assets of 801 Front, is managing same, and preparing for orderly liquidation. All persons and businesses who believe they are owed money by 801 Front on account of any goods, services or credit provided to 801 Front before Nov. 1, 2013, or who claim to have any other obligation enforceable against 801 Front on account of any transaction occurring before that date, have been required to file proofs of claim with the receiver's attorney. Creditors who fail to timely file a claim will not share in any distributions, should any funds become available. Creditors had until Dec. 9, 2013, to file proofs of claim. State agencies and taxing authorities have a May 6, 2014 deadline. The receiver is represented by: Daniel J. Bugbee, Esq. GARVEY SCHUBERT BARER 1191 Second Avenue, Suite 1800 Seattle, WA 98101 ALLY FINANCIAL: Sees $90MM to $110MM Net Income in Fourth Quarter ----------------------------------------------------------------- Ally Financial Inc. expects to release its financial results for the fourth quarter of 2013 on Feb. 6, 2014. Based on Company data available as of Jan. 13, 2014, Ally estimates net income of between $90 million and $110 million for the fourth quarter of 2013, which includes an estimated pre-tax charge of $98 million that Ally has previously announced related to consent orders issued by the Consumer Financial Protection Bureau and the U.S. Department of Justice. Ally further expects to report that at Dec. 31, 2013, total assets and total equity were approximately $151 billion and $14 billion, respectively. This information is preliminary and is subject to revision based on the completion of Ally's fourth quarter financial close and reporting process. Protective Amendment On Jan. 9, 2014, the Board of Directors of Ally approved an amendment to Ally's Amended and Restated Certificate of Incorporation to add a new Exhibit I that is intended to help protect certain tax benefits primarily associated with Ally's net operating losses and tax credit carryovers, and recommended that the Protective Amendment be submitted for approval by Ally's shareholders. Ally's use of the Tax Benefits in the future may be significantly limited if it experiences an "ownership change" (within the meaning of Section 382 of the Internal Revenue Code of 1986, as amended) for U.S. federal income tax purposes. In general, an ownership change will occur when the percentage of Ally's ownership (by value) of one or more "5-percent shareholders" has increased by more than 50 percent over the lowest percentage owned by those shareholders at any time during the prior three years (calculated on a rolling basis). A full text copy of the Certificate of Amendment to Ally's Amended and Restated Certificate of Incorporation is available for free at http://is.gd/Lo4fgb On Jan. 9, 2014, the Board approved additional amendments to Ally's Amended and Restated Certificate of Incorporation and Bylaws to accommodate the implementation of the Protective Amendment and Plan. These included amendments to (i) reflect the designation of a new series of Participating Preferred Stock, par value $0.01 per share and authorization of 15,000 shares thereof and (ii) add an exception to the application of preemptive rights for issuances of securities pursuant to the Plan. Ally submitted the Plan, the Protective Amendment and the additional amendments, to holders of Ally's common stock, par value $0.01 per share, for consent and approval. As of Jan. 10, 2014, consents of shareholders holding 80.1 percent of the outstanding shares of Common Stock, including at least two holders of Common Stock where required, were received. Tax Asset Plan On Jan. 9, 2014, the Board approved the adoption of a Tax Asset Protection Plan and Ally entered into the Plan on Jan. 10, 2014. The purpose of the Plan is to help protect Ally's ability to recognize Tax Benefits. The Plan is designed to reduce the likelihood that Ally will experience an "ownership change" for U.S. federal income tax purposes by (i) discouraging any person or group from becoming a holder of 4.99 percent or more of the outstanding shares of Common Stock and (ii) discouraging any existing holder of 4.99 percent or more of the outstanding shares of Common Stock from acquiring additional shares of Ally stock, subject to certain exceptions. There is no guarantee, however, that the Plan will prevent Ally from experiencing an ownership change. In connection with the adoption of the Plan, on Jan. 9, 2014, the Board declared a dividend, payable on Jan. 10, 2014. As of Jan. 9, 2014, there were 1,547,637 shares of Common Stock issued and outstanding. As long as the Rights are attached to the Common Stock, Ally will issue one Right with each new share of Common Stock so that all those shares will have Rights attached. A copy of the Tax Asset Protection Plan is available at: http://is.gd/OnQhv8 A complete copy of the Form 8-K is available for free at: http://is.gd/jYUwnz 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. ALLY FINANCIAL: Treasury Sells $3 Billion Stake ----------------------------------------------- William Alden, writing for The New York Times' DealBook, reported that the Treasury Department said on Jan. 16 that it had sold $3 billion worth of its shares in Ally Financial, bringing taxpayers' stake in the auto lender below 50 percent. Accordingt o the report, the Treasury priced a sale of 410,000 shares of Ally at $7,375 each, according to the statement, reducing the government's stake to 37 percent from 64 percent. Ally, the former financing arm of General Motors, received a $17.2 billion rescue in the financial crisis. With the latest sale, the government will have recovered about $15.3 billion, or 89 percent of that bailout, the Treasury said, the report cited. The government did not disclose the names of the institutional buyers that participated in the deal. The sale, conducted as a private placement, helps resolve questions about how the government would dispose of its Ally stake, the report said. Ally had long been expected to hold an initial public offering. On Jan. 16, the Treasury left open the possibility of an offering, saying the company might pursue "a public offering, private sale of its common shares, or other alternatives," the report further related. 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. ALVARION LTD: Receives NASDAQ Delisting Decision ------------------------------------------------ Alvarion(R) Ltd. (in interim liquidation and receivership) on Jan. 15 disclosed that by letter dated January 14, 2014, the Company was notified that the NASDAQ Listing Qualifications Hearings Panel has determined to delist the Company's ordinary shares from The NASDAQ Capital Market, and to suspend trading in the shares effective at the open of business on January 16, 2014. The ordinary shares were subject to delisting from NASDAQ, pursuant to NASDAQ Listing Rule 5110(b), due to the Company's bankruptcy proceedings in Israel. On October 3, 2013, the Company appeared before the Panel, which subsequently granted the Company an extension through January 13, 2014 to complete the receivership proceedings in Israel and evidence compliance with the applicable NASDAQ Listing Rules. The Company failed to timely satisfy the terms of the Panel's decision. The Company may request that the NASDAQ Listing and Hearing Review Council review this decision. The appeal must be received within 15 days from the date of the Panel's letter. The Company's ordinary shares will begin trading on the OTCQB Market effective with the open of the market on January 16, 2014, under the trading symbol ALVRQ. In addition, the Company was advised by the Tel Aviv Stock Exchange (the "TASE"), that trading in the Company's ordinary shares on the TASE will be suspended simultaneously with the commencement of suspension by NASDAQ. About Alvarion With headquarters in Tel Aviv, Israel, Alvarion Ltd. provides optimized wireless broadband solutions addressing the connectivity, coverage and capacity challenges of telecom operators, smart cities, security, and enterprise customers. The Company reported a net loss of $55.9 million on $49.9 million of revenue in 2012, compared with a net loss of $33.8 million on $69.5 million of revenue in 2011. In July 2013, Alvarion said it has agreed to the appointment of a receiver and won't contest an attempt by Silicon Valley Bank to secure a winding up order from theDistrict Court of Tel-Aviv - Yaffo. Mr. Yoav Kfir, CPA, has been named as the company's receiver. The District Court of Tel Aviv -- Yaffo's on July 21, 2013, approved an operating plan to allow the normal business operation of the company. AMERICAN AIRLINES: 42MM Preferred Shares Convert to Common Shares ----------------------------------------------------------------- American Airlines Group Inc., on Jan. 8 provided the following notice to holders of its Series A Convertible Preferred Stock (NASDAQ: AALCP) pursuant to Section 5.1 of the Certificate of Designations governing the terms of the Convertible Preferred Stock: -- 41,963,700 shares of Convertible Preferred Stock will be converted into shares of Common Stock (NASDAQ: AAL) as of the close of business on January 8, 2014. By operation of the mandatory conversion mechanism contained in the Certificate of Designations, each holder will have approximately 26.6 percent of its shares of Convertible Preferred Stock mandatorily converted. -- The Conversion Price used for determining the number of shares of Common Stock issuable upon conversion of the Convertible Preferred Stock is $25.3863. For each $1,000 in Stated Value of Convertible Preferred Stock mandatorily converted, Holders will receive approximately 39.39 shares of Common Stock. Stated a different way, each share of Convertible Preferred Stock mandatorily converted will be converted into approximately 0.9899 shares of Common Stock, subject to rounding. -- The Depository Trust & Clearing Corporation (DTCC) will be processing the conversion on their systems on the morning of January 9, 2014. Investors should inquire of their broker regarding the treatment of their shares upon the mandatory conversion. -- The next Mandatory Conversion Date will occur on February 7, 2014. An additional 41,963,700 shares of Convertible Preferred will convert to Common Stock on that Mandatory Conversion Date. The conversion ratio will be determined based on the volume weighted average price of AAL for the five trading days prior to February 7, 2014. -- The second Optional Conversion Period will commence on January 14, 2014. Additional Common Stock Distributions -- Pursuant to Section 4.5 of the Company's Fourth Amended Joint Plan of Reorganization, holders of AMR common stock (formerly traded under the symbol: "AAMRQ") who received an initial distribution of shares of AAL in connection with the effective date of the Plan will receive, for each share of AMR common stock previously owned, a distribution of approximately 0.1319 shares of AAL on or about January 9, 2014. AAMRQ holders may in the future receive additional distributions based on the trading price of AAL common stock during the 120 day period after the effective date and the total amount of allowed claims, in each case, in accordance with the terms of the Plan. -- Pursuant to Section 5.15 of the Plan, holders of convertible notes who elected to be treated as if they had converted their notes to AMR common stock prior to the effective date will also receive a distribution of shares of AAL. Individuals who held AMR's 6.25% Convertible Senior Notes due 2014 and elected to be treated as if they held AMR common stock will receive approximately 14.4563 shares of AAL for each $1,000 of principal amount thereof, and individuals who held AMR's 4.5% Convertible Senior Notes due 2024 and elected to be treated as if they held AMR common stock will receive 6.000 shares of AAL for each $1,000 of principal amount thereof, in each case on or about January 9, 2014. -- Also pursuant to the Plan, approximately 1.1 million shares (on a net issued basis) are being distributed to employees as part of the Labor Common Stock Allocation (as defined in the Plan). Meanwhile, on Jan. 9, American Airlines Group reported December 2013 traffic results for both American Airlines and US Airways. A copy of the report is available at http://is.gd/Y8O7I2 About American Airlines Group American Airlines Group (NASDAQ: AAL) is the holding company for American Airlines and US Airways. Together with American Eagle and US Airways Express, the airlines operate an average of nearly 6,700 flights per day to 339 destinations in 54 countries from its hubs in Charlotte, Chicago, Dallas/Fort Worth, Los Angeles, Miami, New York, Philadelphia, Phoenix and Washington, D.C. American's AAdvantage and US Airways Dividend Miles programs allow members to earn and redeem miles for travel and everyday purchases as well as flight upgrades, vacation packages, car rentals, hotel stays and other retail products. American is a founding member of the oneworld(R) alliance, whose members and members-elect serve 981 destinations with 14,244 daily flights to 151 countries. About American Airlines AMR Corp. and its subsidiaries including American Airlines 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. It was the third largest airline in the United States at the time of the bankruptcy filing. 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. AOXING PHARMA: Receives NYSE MKT Listing Compliance Extension ------------------------------------------------------------- Aoxing Pharmaceutical Company, Inc., a specialty pharmaceutical company focusing on research, development, manufacturing, and distribution of narcotic, pain-management, and addiction treatment pharmaceuticals, announced on October 30, 2013 that it had received notice from NYSE MKT LLC that, based upon the financial statements contained in Aoxing Pharma's Annual Report on Form 10-K for the year ended June 30, 2013, Aoxing Pharma is not in compliance with Section 1003(a)(iii) of the NYSE MKT Company Guide since it reported stockholders' equity of less than $6,000,000 at June 30, 2013 and has incurred losses from continuing operations and/or net losses in its five most recent fiscal years then ended. On December 4, 2013, Aoxing Pharma announced that it had received additional notice from NYSE MKT LLC that, based upon the financial statements contained in Aoxing Pharma's Quarterly Report on Form 10-Q for the period ended September 30, 2013, it is also not in compliance with Section 1003(a)(ii) of the Company Guide since it reported stockholders' equity of less than $4,000,000 at September 30, 2013 and has incurred losses from continuing operations and/or net losses in three of its four most recent fiscal years ended June 30, 2013. The Company was afforded the opportunity to submit a plan of compliance to the Exchange. On November 25, 2013 the Company presented its plan of compliance with Section 1003(a)(iii) and on December 26, 2013 the Company presented supplemental material as its plan of compliance with Section 1003(a)(ii). On January 10, 2014 the Exchange notified the Company that it accepted the Company's plan of compliance with Section 1003(a)(ii) and Section 1003(a)(iii) and granted the Company an extension until April 27, 2015 to regain compliance with Sections 1003(a)(ii) and 1003(a)(iii). The Company will be subject to periodic review by the Exchange Staff during the extension period. Failure to make progress consistent with the plan or to regain compliance with Sections 1003(a)(ii) and (1003(a)(iii) by the end of the extension period could result in the Company being delisted from the NYSE MKT LLC. The Company's plan of compliance with Sections 1003(a)(ii) and 1003(a)(iii) are supplemental to, and not in lieu of, the Company's plan of compliance with Section 1003(a)(iv) of the Company Guide, which Aoxing Pharma submitted to NYSE MKT LLC in response to its notice that Aoxing Pharma is not in compliance with Section 1003(a)(iv) of the Company Guide since it has sustained losses that are so substantial in relation to its overall operations or its existing financial resources, or its financial condition has become so impaired that it appears questionable, in the opinion of the NYSE MKT, as to whether the Company will be able to continue operations and/or meet its obligations as they mature. On December 3, 2013 the Exchange notified the Company that it accepted the Company's plan of compliance with Section 1003(a)(iv) and granted the Company an extension until March 1, 2014 to regain compliance with Section 1003(a)(iv). Failure to make progress consistent with the plan or to regain compliance with Section 1003(a)(iv) by March 1, 2014 could result in the Company being delisted from the NYSE MKT LLC, notwithstanding the Company's ongoing progress in achieving compliance with Sections 1003(a)(ii) and 1003(a)(iii). About Aoxing Pharmaceutical Company Aoxing Pharmaceutical Company, Inc. -- http://www.aoxingpharma.com -- is a US incorporated specialty pharmaceutical company with its operations in China, specializing in research, development, manufacturing and distribution of a variety of narcotics and pain- management products. Headquartered in Shijiazhuang City, outside Beijing, Aoxing Pharma has the largest and most advanced manufacturing facility in China for highly regulated narcotic medicines. Its facility is one of the few GMP facilities licensed for the manufacture of narcotic medicines by the China State Food and Drug Administration (SFDA). Aoxing Pharma has a joint venture collaboration with Johnson Matthey Plc to produce and market narcotics and neurological drugs in China. AMERICAN APPAREL: Comparable Sales for December 2013 Decreased 6% ----------------------------------------------------------------- American Apparel, Inc., announced preliminary sales for the month of December 2013. On a preliminary basis, total net sales were $60.5 million, a decrease of 6 percent over the prior year. Comparable sales decreased 6 percent, including a 7 percent decrease in comparable store sales in the retail store channel and a 2 percent decrease in net sales in the online channel. Wholesale net sales decreased 2 percent for the month. For the year ended Dec. 31, 2013, total net sales increased 3 percent to $633.9 million, with a 3 percent increase in comparable sales and a 4 percent increase in wholesale net sales. Dov Charney, Chairman and CEO, commented, "Some of the causes of our reduced comp store sales in the month of December include: (1) the fact that we were up against a positive 15% comp from last year; (2) a compressed shopping season, the result of Thanksgiving falling later than it has in a decade; (3) under-buying of some of our strongest selling items for the season because our management team was intensely distracted during the implementation of our new distribution center (which is now successfully completed); and (4) December 2013 had one less Saturday than 2012 and unlike most other retailers we use the actual calendar in reporting comparable store sales, as opposed to the retail reporting calendar. It is also noteworthy that our sales improved towards the end of the month (the last week of the month comparable store sales were only down 1.7%), as opposed to the beginning of the month when we felt our consumer was 'shopped out' as a result of Black Friday. Although December was disappointing, and we could face a challenging environment for the remainder of the winter, our management team is energized and we are excited about our prospects for Spring and Summer 2014 as well as for the calendar year as a whole." A copy of the press release is available for free at: http://is.gd/4MGD95 About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. The Company incurred a net loss of $37.27 million in 2012, as compared with a net loss of $39.31 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $332.93 million in total assets, $389.12 million in total liabilities and a $56.19 million total stockholders' deficit. * * * American Apparel carries a Caa1 Corporate Family Rating from Moody's Investors Service and a 'B-' corporate credit rating from Standard & Poor's Ratings Services. APPLIED SYSTEMS: S&P Retains 'B' CCR Over $45-Mil. Debt Add-On -------------------------------------------------------------- Standard & Poor's Rating Services said that its issue-level and recovery ratings on Chicago-based property/casualty (P/C) insurance software provider Applied Systems Inc. remain unchanged following the company's announced intention to add $45 million of debt (while reducing its revolver by $15 million) to help fund its acquisition by Hellman & Friedman and JMI Equity. The 'B' corporate credit rating also remains unchanged. The ratings on Applied Systems reflect S&P's assessment of the company's "weak" business risk profile and "highly leveraged" financial risk profile. The upsizing of the debt results in a marginal increase in immediate leverage to an estimated 8.3x, which is offset by interest expense savings, and S&P still expects leverage to decline to around 8x by the end of 2014. RATINGS LIST Applied Systems Inc. Corporate Credit Rating B/Stable/-- Senior Secured $700 mil. 1st lien due 2021 B+ Recovery Rating 2 $395 mil. 2nd lien due 2022 CCC+ Recovery Rating 6 ATRIUM INNOVATIONS: S&P Assigns 'B' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' long- term corporate credit rating to Montreal-based Atrium Innovations Inc. The outlook is stable. Standard & Poor's also assigned its 'B+' issue-level rating (one notch above the corporate credit rating on the company) and '2' recovery rating to Atrium's proposed US$75 million senior secured first-lien revolving credit facility due 2019, US$300 million senior secured first-lien term loan due 2021, and US$125 million senior secured first-lien term loan due 2021 (euro-denominated equivalent). The '2' recovery rating indicates S&P's expectation of substantial (70%-90%) recovery for creditors in the event of default. In addition, Standard & Poor's assigned its 'CCC+' issue-level rating (two notches below the corporate credit rating on the company) and '6' recovery rating to Atrium's proposed US$200 million senior secured second-lien term loan due 2021. The '6' recovery rating indicates S&P's expectation of negligible (0%-10%) recovery for creditors in the event of default. The debt will be initially issued by the newly created interim company, Acquisition Glacier Inc., which S&P expects will be merged with Atrium post-closing, with Atrium being the surviving entity. The corporate credit and issue-level ratings are subject to the acquisition being completed in a timely manner and the closing of the proposed financing in line with S&P's expectations. S&P's corporate credit rating on Atrium reflects its assessment of the company's business risk profile as "weak" and financial risk profile as "highly leveraged." "Key credit factors in our business risk assessment include the company's position as a niche player in the highly fragmented and competitive vitamin, mineral, and supplement industry; significant dependence on a couple of key brands; and solid profitability," said Standard & Poor's credit analyst Lori Harris. "In addition, the ratings are supported by favorable industry dynamics associated with aging populations and consumers' focus on health and well-being, which should continue to translate into growing demand and steady cash flows," Ms. Harris added. However, this is partially offset by the inherent industry risks stemming from regulation and potential unfavorable publicity if large product liability claims or recalls were to occur. The business risk assessment also incorporate S&P's view of the branded nondurable industry's low risk and Atrium's very low country risk as the majority of sales are generated in North America (about 75% -- the U.S. and Canada) and Europe (25% -- largely Germany and the Netherlands). The proposed debt proceeds and an equity injection by Permira will be used to finance Permira's purchase of Atrium's common shares outstanding (less rollover equity) and refinance existing debt. Atrium will be jointly owned by Permira (75%), Fonds de solidarite (12.5%), and Caisse de dep�t et placement du Quebec (12.5%) after completion of the transaction. Closing, which is expected within a month, is subject to the satisfaction of certain conditions, including court approval pursuant to the Canada Business Corporations Act and shareholder approval. Atrium is a niche player in the highly fragmented vitamin, mineral, and supplement (VMS) industry. The company develops and manufactures innovative, science-based natural food supplement products that are distributed mainly through the health food store and health care practitioner channels in North America and Europe. While the company owns more than 16 brands, two in particular, Garden of Life and Wobenzym, account for almost half of the sales base, which is a key risk given the limited diversity. Still, Atrium has a successful track record of expanding the business profitably, with about two-thirds of revenue growth over the years coming from acquisitions, with the remainder through organic expansion of the company's primary brands due to innovation and increased distribution. The stable outlook reflects Standard & Poor's expectation that Atrium will maintain its niche market position and generate consistent profit and free cash flow due to the favorable demographics of the VMS industry, which should enable the company to improve credit ratios modestly in the next few years. S&P could lower the ratings if profit declines, potentially due to product recalls or competitive pressures stemming from lower pricing or new products; or if debt increases because of acquisitions or shareholder distributions, such that credit ratios deteriorate (including EBITDA cash interest coverage below 2x); or if the company's leverage covenant cushion level falls to less than 10% should the covenant apply. Although unlikely over the next year, S&P could raise the ratings if it believes Atrium's financial policy will become more conservative, enabling it to sustain leverage close to 4.5x and funds from operations to debt in the 15% area. S&P estimates this could occur if Atrium reduces debt by about US$175 million or if EBITDA increases by about 30%. BEACON ENTERPRISE: Charles Glasgow Stake at 13% as of Jan. 13 ------------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Charles W. Glasgow and Jean L. Glasgow, JT, disclosed that as of Jan. 13, 2014, they beneficially owned 5,000,000 shares of common stock of Beacon Enterprise Solutions Group Inc. representing 13 percent of the shares outstanding. The Glasgows previously reported beneficial ownership of 4,000,000 common shares as of April 12, 2013. A copy of the regulatory filing is available for free at http://is.gd/skzNlT About Beacon Enterprise Beacon Enterprise Solutions Group, Inc., headquartered in Louisville, Ky., provides international telecommunications and information technology systems (ITS) infrastructure services, encompassing a comprehensive suite of consulting, design, installation, and infrastructure management offerings. Beacon's portfolio of infrastructure services spans all professional and construction requirements for design, build and management of telecommunications, network and technology systems infrastructure. Professional services offered include consulting, engineering, program management, project management, construction services and infrastructure management services. Beacon offers these services under either a comprehensive contract option or unbundled to the Company's global and regional clients. The Company's balance sheet at June 30, 2012, showed $7.3 million in total assets, $8.8 million in total liabilities, and a stockholders' deficit of $1.5 million. For the nine months ended June 30, 2012, the Company generated a net loss of $5.9 million, which included a non-cash impairment of intangible assets of $2.1 million and other non-cash expenses aggregating $1.9 million. Cash used in operations amounted to $1.0 million for the nine months ended June 30, 2012. As of June 30, 2012, the Company's accumulated deficit amounted to $42.6 million, with cash and cash equivalents of $75,000 and a working capital deficit of $4.9 million. "These conditions 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 June 30, 2012. Beacon Enterprise closed its merger with Focus Venture Partners, Inc., on June 19, 2013, with Focus continuing as the surviving corporation. BEAZER HOMES: Credit Suisse Stake at 6.6% as of Jan. 14 ------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Credit Suisse AG disclosed that as of Jan. 14, 2014, it beneficially owned 1,671,833 shares of common stock of Beazer Homes USA Inc. representing 6.59 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/g8X6lo About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." Beazer Homes incurred a net loss of $33.86 million for the year ended Sept. 30, 2013, a net loss of $145.32 million for the year ended Sept. 30, 2012, and a net loss of $204.85 million for the year ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.98 billion in total assets, $1.74 billion in total liabilities and $240.55 million in total stockholders' equity. * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013 edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BERNSTEIN COMPANY: Trustee Abandons Hotel, Other Assets ------------------------------------------------------- Doug Walker, writing for Rome News-Tribune, reports that the Hampton Inn of Rome, Georgia, a limited service 64-room hotel, is back in the hands of the Bernstein Co. LLC and Community National Bank of Rossville after being abandoned by the bankruptcy trustee. Christopher Tierney - ctierney@haysconsulting.net -- at Hays Consulting, the trustee for the debtor, the Bernstein Company LLC, scheduled a Nov. 25 auction for the hotel. According to Rome News-Tribune, the auction did not spark any acceptable bids and the Park Avenue Group failed to close on acquisition of the property after it submitted an offer in excess of $3 million. According to the report, the trustee also agreed to abandon $39,361.28 in cash along with another $5,888.40 in funds received after Dec. 16. He was allowed to retain $87,096.56 in cash from the bankruptcy estate to pay court approved administrative fees. "There just wasn't enough value in the hotel to keep the bankruptcy estate going, with regard to running the hotel, so we basically abandoned it," Mr. Tierney said, according to the report. "The hotel and its assets are not in bankruptcy anymore,? said Atlanta attorney Leon Jones, who represents Community National Bank in Rossville. "Obviously the hotel continued to operate while it was in Chapter 11. The key point for the community and us is that it's continuing to operate. Management is back with the original owners as opposed to the trustee." The Bernstein Company, LLC -- the owner of the hotel -- filed a chapter 11 petition (Bankr. N.D. Ga. Case No. 12-42142) on July 18, 2012. At the time of the filing, the Debtor estimated its assets at less than $500,000 and its liabilities at less than $1,000,000. Larry Russell, Esq. -- larry31141@yahoo.com -- in Stone Mountain, Ga., represents The Bernstein Company, LLC. A copy of the Debtor's chapter 11 petition is available at http://bankrupt.com/misc/ganb12-42142.pdfat no charge. Bernstein Company acquired the hotel in November 2004 for $3.4 million. BEST BUY: Discounting Failed to Help Holiday Results ---------------------------------------------------- Drew Fitzgerald and Tess Stynes, writing for The Wall Street Journal, reported that Best Buy Co.'s holiday sales in the U.S. were weaker than those a year earlier, a sign that the company's yearlong overhaul isn't gaining traction where it counts. The company's shares were down 28% on the news on the afternoon of Jan. 16. According to the report, the company's discounting strategy failed to stem declining demand. Best Buy indicated it cut prices aggressively to compete with Wal-Mart Stores Inc., but those moves reduced the overall value of sales and squeezed profits. In addition, the discounting appeared to do nothing to persuade shoppers to buy more electronics. Instead, they just reduced the price of what was sold. "The highly promotional environment has not led to higher industry demand," Chief Executive Hubert Joly said, the Journal cited. Best Buy shares had soared last year on hopes the new CEO would get the big-box retailer back on its feet, amid concerns that its stores were becoming little more than a testing ground, or showroom, for products that ultimately would be bought elsewhere, particularly on Amazon.com, the report related. The holiday results indicated Best Buy's challenges may be harder to fix than many thought. In the nine weeks leading up to Jan. 4, Best Buy's sales excluding newly opened or closed stores fell 0.9% in the U.S., the report said. The company said the discounting also took a heavy bite out of its operating margins for the current quarter. Shares on Jan. 16 were at $27.07 from Jan. 15's close of $37.57. BISHOP OF STOCKTON: Case Summary & 21 Top Unsecured Creditors ------------------------------------------------------------- Debtor: The Roman Catholic Bishop of Stockton, a California corporation sole 212 North San Joaquin Street Stockton, CA 95202 Case No.: 14-20371 Chapter 11 Petition Date: January 15, 2014 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Hon. Christopher M. Klein Debtor's Counsel: Paul J. Pascuzzi, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall #1750 Sacramento, CA 95814 Tel: 916-329-7400 Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Stephen E. Blaire, The Roman Catholic Bishop of Stockton. A list of the Debtor's 21 largest unsecured creditors is available for free at http://bankrupt.com/misc/caeb14-20371.pdf BON-TON STORES: Bad December Weather Affects Full Year Results -------------------------------------------------------------- The Bon-Ton Stores, Inc.'s December comparable store sales results were significantly impacted by unfavorable winter weather conditions in its markets. Brendan Hoffman, president and chief executive officer, commented, "We are disappointed with the deceleration in sales during December, particularly given the strong start to the holiday season beginning with Black Friday and extending through the early part of the month. Adverse weather and treacherous travel conditions in the majority of our markets resulted in a sharp reduction in traffic and hampered promotional events on key weekend selling dates leading up to and continuing after Christmas." Mr. Hoffman continued, "Despite the sales shortfall, due to our continued strategic inventory reductions, we ended the month with inventory levels well below that of the prior year, which positions us well as we transition into the spring season. We believe that we are heading in the right direction with our merchandise assortment and will continue to focus on executing our long-term initiatives while managing through a difficult retail environment." Keith Plowman, executive vice president and chief financial officer, commented, "Reflecting the disruption caused by the inclement weather during December, we are revising our outlook for our full-year fiscal 2013 comparable store sales to decrease approximately 3.50%. In light of this decrease, we are adjusting our fiscal 2013 guidance for Adjusted EBITDA ... to a range of $160 million to $170 million and for (loss) earnings per diluted share to a range of $(0.30) to $0.15." The Company will provide additional details in early March when it reports its results for the fourth quarter and fiscal 2013 periods ending Feb. 1, 2014. About Bon-Ton Stores The Bon-Ton Stores, Inc., with corporate headquarters in York, Pennsylvania and Milwaukee, Wisconsin, operates 273 department stores, which includes 10 furniture galleries, in 25 states in the Northeast, Midwest and upper Great Plains under the Bon-Ton, Bergner's, Boston Store, Carson Pirie Scott, Elder-Beerman, Herberger's and Younkers nameplates and, in the Detroit, Michigan area, under the Parisian nameplate. Bon-Ton Stores disclosed a net loss of $21.55 million for the year ended Feb. 2, 2013, as compared with a net loss of $12.12 million for the year ended Jan. 28, 2012. The Company's balance sheet at Nov. 2, 2013, showed $1.80 billion in total assets, $1.75 billion in total liabilities and $48.87 million in total shareholders' equity. * * * As reported by the TCR on May 15, 2013, Moody's Investors Service upgraded The Bon-Ton Stores, Inc.'s Corporate Family Rating to B3 from Caa1 and its Probability of Default Rating to B3-PD from Caa1-PD. "The upgrade of Bon-Ton's Corporate Family Rating considers the company's ability to drive modest same store sales growth as well as operating margin expansion beginning in the second half of 2012 and that these positive trends have continued, with the company reporting that its same store were positive, and EBITDA margins expanded, in the first fiscal quarter of 2013," said Moody's Vice President Scott Tuhy. As reported by the TCR on May 17, 2013, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on The Bon-Ton Stores Inc. BONNIE LANE OFFICES: Foreclosure Auction Set for Jan. 30 -------------------------------------------------------- The Bonnie Lane Offices located at 7444 Winchester and 7464 Winchester, in Memphis, Shelby County, Tennessee, has been placed on the auction block after the owner, Bonnie Lane Offices, LLC, was declared in default on a promissory note in the principal sum of $3,900,000 payable to Principal Commercial Funding, LLC. TOP11 - 7444 Winchester RD LLC now holds interest on the debt; it declared the default. The Property secures payment of the debt. The Property will be sold by the substitute trustee to the highest and best bidder at the auction on Jan. 30, 2014, at 12:00 noon to be held at the southwest corner of the Shelby County Courthouse, Memphis, Tennessee, Adams Avenue entrance. The Substitute Trustee may be reached at: R. Spencer Clift, III, Esq. BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, P.C. First Tennessee Building 165 Madison Avenue, Suite 2000 Memphis, Tennessee 38103 Tel: 901-577-2216 Fax: 901-577-0834 E-mail: sclift@bakerdonelson.com BURLINGTON, VT: Moody's Affirms 'Ba1' Rating, Outlook Stable ------------------------------------------------------------ Moody's Investors Service has affirmed the Ba1 rating and revised the outlook to stable from negative on the City of Burlington's $43 million Airport Revenue Bonds. Rating Rationale The Ba1 rating reflects weakness in the airport's market position shown by recent enplanement declines as well as its financial volatility shown in recent years. The rating also recognizes the airport's diverse carrier base and revenue mix, and improving liquidity and financial performance. The fundamental strength of the Burlington economy is incorporated in the rating, coupled with the lack of direct competition that is likely supportive of future increased rates and charges at the airport. Outlook The stable outlook reflects the airport's rising enplanement trend for the first half of fiscal year ending June 30, 2014, as well as the improving debt service coverage ratio (DSCR) and liquidity. What Could Change the Rating - UP The rating could be pressured upward if the airport experiences reliable enplanement growth, improves debt service coverage to above 1.4x (calculated per net revenue) on a sustained basis and is able to restore and maintain liquidity to a reasonable level. What Could Change the Rating - DOWN The rating could be pressured downward if liquidity and debt service coverage falls below current levels, and if leverage increases are not supported by enplanements. Also, the rating could face negative pressure if the FAA inquiry regarding possible grant program violations at the airport have a material impact. Strengths * Large education and health care presence in City of Burlington, VT * Diversity of the airport revenues, including significant parking and concession revenues aside from airline derived revenues * Diversified airline carrier mix that minimizes passenger diversion to airports in Albany, NY and Manchester, New Hampshire NH Challenges * Volatile financial performance evidenced by debt service coverage below rate covenant of 1.25x in FY2009 and FY2010 * Low liquidity compared to Moody's airport sector median as measured by 122 days cash on hand in FY2012 * Declining enplanements in recent years CALIBER IMAGING: Appoints Daniel Siegel to Its Board of Directors ----------------------------------------------------------------- Caliber Imaging & Diagnostics, formerly Lucid, Inc., appointed Daniel Mark Siegel, M.D., to its Board of Directors, effective immediately. This increases the number of Board members to eight. Dr. Siegel, age 56, is Clinical Professor of Dermatology at SUNY Downstate Medical Center (State University of New York Health Sciences Center at Brooklyn) and is in private practice at Long Island Skin Cancer and Dermatologic Surgery in Smithtown, N.Y., a division of ProHealthcare. He also is an attending physician at SUNY Downstate Medical Center-University Hospital of Brooklyn and at the Brooklyn Campus of the Veterans Administration New York Harbor Healthcare System, and is on the medical staff at Eastern Long Island Hospital in Greenport, N.Y. Dr. Siegel said, "As a practicing dermatologist and a professor of dermatology, I am acutely aware of the need for new diagnostic tools for skin cancers, specifically noninvasive options. The VivaScope(R) system developed by Caliber I.D. represents an exciting and innovative advancement in this area. I am looking forward to working with the Caliber executive team as they seek to further develop this technology and raise awareness of it among the medical community worldwide." L. Michael Hone, chief executive officer of Caliber I.D., said, "Dr. Siegel brings tremendous experience to the Company, and we are privileged to have him serve on our Board. We believe his extensive background in the challenges of skin cancer diagnosis, and his deep understanding of patient needs and concerns will serve us well." Dr. Siegel is a Fellow and Immediate Past President of the American Academy of Dermatology and the American Society for Dermatologic Surgery. He holds an M.S. in management and policy from the State University of New York at Stony Brook, an M.D. from Albany Medical College and a B.A. from Rensselaer Polytechnic Institute. Dr. Siegel has also published numerous papers in peer- reviewed journals. About Caliber Imaging & Diagnostics Rochester, N.Y.-based Caliber Imaging & Diagnostics' proprietary, cutting-edge VivaScope(R) system is a disruptive, noninvasive point-of-care platform imaging technology with numerous applications in dermatology, surgery and research. FDA 510(k) cleared, VivaScope has regulatory approval in most major markets. With 78 issued and pending patents worldwide, VivaScope significantly improves outcomes and reduces costs, allowing physicians to quickly detect cancerous lesions that appear benign. VivaScope dramatically reduces the need for expensive, painful and time-consuming biopsies, which show no malignancy approximately 70 percent of the time. VivaScope also has significant applications in testing and analysis in the cosmetics industry. For more information about Caliber I.D. and its products, please visit www.caliberid.com. As of Sept. 30, 2013, Lucid had $4.32 million in total assets, $14.90 million in total liabilities and $10.58 million total stockholders' deficit. In October 2013, the Company entered into a letter agreement with the holder of the Loan and Security Agreement and Subsequent Term Note. With respect to the 2013 Term Loan, the parties agreed that upon closing of the offering in which the Company raises at least $6 million, all outstanding amounts of principal and interest under the 2013 Term Loan will convert into the Company's common stock on the same terms as those shares sold to other investors in the offering. With respect to the 2012 Term Loan, the holder agreed to (i) extend the maturity date by three years to July 5, 2020, (ii) provide that interest will be payable only on maturity, and (iii) provide that the events of default will only be nonpayment at maturity or the Company's insolvency. "There can be no assurance that the Company will be successful in its plans described above or in attracting alternative debt or equity financing. These conditions have raised substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. CASH STORE: Beutel Goodman Held 2.4% Equity Stake at Dec. 31 ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Beutel, Goodman & Company Ltd. disclosed that as of Dec. 31, 2013, it beneficially owned 417,300 shares of common stock of Cash Store Financial Services Inc. representing 2.37 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/jjmKVQ About Cash Store Financial Headquartered in Edmonton, Alberta, The Cash Store Financial is the only lender and broker of short-term advances and provider of other financial services in Canada that is listed on the Toronto Stock Exchange (TSX: CSF). Cash Store Financial also trades on the New York Stock Exchange (NYSE: CSFS). Cash Store Financial operates 512 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 25 branches in the United Kingdom. Cash Store Financial is a Canadian corporation that is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial employs approximately 1,900 associates. The Cash Store incurred a net loss and comprehensive loss of C$35.53 million on C$190.76 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million on C$187.41 million of revenue for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. * * * As reported by the Troubled Company Reporter on January 2, 2014, Moody's Investors Service downgraded the Corporate Family and Senior Secured debt ratings of The Cash Store Financial Services Inc. to Caa2 from Caa1 and placed the ratings under review for further possible downgrade. The downgrade reflects regulatory challenges in the company's major operating market of Ontario, Canada that could significantly adversely affect the firm's financial performance as well as Cash Store's weak financial results. CEETOP INC: Sells $3.7 Million Worth of Common Shares ----------------------------------------------------- Ceetop Inc. entered into a Stock Purchase Agreement and sold an aggregate of 23,000,000 shares of the Company's common stock for an aggregate purchase price of $3,680,000 ($.16 per share) to 10 different investors. None of the Investors is: (i) affiliated with the Company or its officers or directors, or (ii) affiliated with any other Investor; or (iii) acting in concert, or as a group, with any other Investor. There are no arrangements or understandings among the Investors and old control groups and their associates with respect to election of directors or other matters. Immediately prior to the issuance of the Shares, the Company had 17,956,390 shares of common stock outstanding, and as a result of the issuances pursuant to the Transaction the Company will have an aggregate of 40,956,390 shares of Common Stock outstanding. As a result of the issuance of the Shares the following Investors will own more than five percent of the outstanding shares of common stock of the Company: Total Number of Shares of % of Common Common Stock Stock Owned Owned After After Closing of Investor Name Transaction the Transaction ------------- ------------ --------------- Jessie Wong 4,039,500 9.86% CYH Capital LL C 4,039,500 9.86% Tingfa Lou 3,000,000 7.33% Haoxiang Liu 2,961,634 7.23% Guihua Du 2,327,005 5.68% Weikang Zhu 2,500,000 6.10% About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CELL THERAPEUTICS: To Reacquire Rights to Anti-Cancer Compounds --------------------------------------------------------------- Cell Therapeutics, Inc., has reached an agreement with Novartis to reacquire rights to two anti-cancer compounds -- pixantrone (PIXUVRI(R)) and paclitaxel poliglumex (OpaxioTM). Under the terms of the previous agreement, CTI has been responsible for development and commercialization activities and expenses for both compounds to date. Upon the effective date of termination, CTI will regain all rights that had been granted to Novartis. In exchange for Novartis' agreement to return those rights to CTI, CTI has agreed to make certain potential payments to Novartis based on sales of Opaxio and PIXUVRI and on any sublicense and certain other amounts payable to CTI. "We are pleased that Novartis and CTI were able to reach a mutually beneficial agreement regarding rights to PIXUVRI and Opaxio," stated James A. Bianco, M.D., CTI's president and CEO. "Regaining full rights to these two anti-cancer agents -- one currently marketed in Europe and the other completing late-stage development -- provides us with the flexibility to manage these assets within the context of our overall product portfolio strategy. PIXUVRI is a first-in-class aza-anthracenedione with unique structural and physiochemical properties and the first approved therapy in the European Union for the treatment of patients with multiply relapsed or refractory aggressive B-cell non-Hodgkin lymphoma. Opaxio is completing Phase 3 development as maintenance therapy in patients with ovarian cancer and is also being studied in Phase 2 trials for patients with malignant brain cancer. We believe these drugs could have an important impact in the treatment of patients with cancer." The Company has also agreed to pay Novartis potential payments of up to $16.6 million upon the successful achievement of certain sales milestones of the Compounds. Additional information is available for free at: http://is.gd/oZPBok About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. The Company's balance sheet at Sept. 30, 2013, showed $47.23 million in total assets, $33.39 million in total liabilities, $13.46 million in common stock purchase warrants, and $387,000 in total shareholders' equity. Going Concern The Company's independent registered public accounting firm included an explanatory paragraph in its reports on the Company's consolidated financial statements for each of the years ended Dec. 31, 2007, through Dec. 31, 2011, regarding their substantial doubt as to the Company's ability to continue as a going concern. Although the Company's independent registered public accounting firm removed this going concern explanatory paragraph in its report on the Company's Dec. 31, 2012, consolidated financial statements, the Company expects to continue to need to raise additional financing to fund its operations and satisfy obligations as they become due. "The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its quarterly report for the period ended Sept. 30, 2013. The Company added that it may not be able to maintain its listings on The NASDAQ Capital Market and the Mercato Telematico Azionario stock market in Italy, or the MTA, or trading on these exchanges may otherwise be halted or suspended, which may make it more difficult for investors to sell shares of the Company's common stock. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications relating to intellectual property for pacritinib, PIXUVRI, tosedostat, and brostallicin. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio which uses polymers that are linked to drugs, known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in its Form 10-Q for the period ended Sept. 30, 2013. CHINA LOGISTICS: Re-Hires RBSM LLP as Accountants ------------------------------------------------- China Logistics Group, Inc., informed its independent registered public accounting firm HHC CPA Corporation that Company was terminating the client-auditor relationship, effective Jan. 6, 2014. Also on January 6, the Company re-engaged RBSM LLP as the Company's independent registered public accounting firm. HHC had served as the Company's independent registered public accounting firm since Nov. 12, 2013. The dismissal of HHC and engagement of RBSM LLP was approved by the Board of Directors of the Company on Jan. 6, 2014. HHC had never issued a report on the Company's financial statements. During the period of time that HHC served as the Company's independent registered public accounting firm the Company said it had no disagreements with the firm. RBSM LLP previously served as the Company's independent auditor from Feb. 8, 2013, until its dismissal by the Company on Nov. 12, 2013. During its prior engagement as the Company's independent registered public accounting firm, RBSM LLP reported on the Company's consolidated financial statements for the year ended Dec. 31, 2012. About China Logistics Shanghai, China-based China Logistics Group, Inc., is a Florida corporation and was incorporated on March 19, 1999, under the name of ValuSALES.com, Inc. The Company changed its name to Video Without Boundaries, Inc., on Nov. 16, 2001. On Aug. 31, 2006, it changed its name from Video Without Boundaries, Inc., to MediaReady, Inc., and on Feb. 14, 2008, it changed its name from MediaReady, Inc., to China Logistics Group, Inc. On Dec. 31, 2007, the Company entered into an acquisition agreement with Shandong Jiajia International Freight and Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu and Wei Chen, through which the Company acquired a 51% interest in Shandong Jiajia. The transaction was accounted for as a capital transaction, implemented through a reverse recapitalization. Shandong Jiajia, formed in 1999 as a Chinese limited liability company, is an international freight forwarder and logistics management company. Headquartered in Qingdao, Shandong Jiajia has branches in Shanghai, Xiamen, Lianyungang and Tianjin with additional sales office in Rizhao. The Company' balance sheet at June 30, 2013, showed $3.55 million in total assets, $3.57 million in total liabilities, and a stockholders' deficit of $17,822. "The Company has an accumulated deficit of $20,553,440 at June 30, 2013 and a working capital deficit of $138,121 at June 30, 2013. During the six months ended June 30, 2013, the Company used cash in operating activities of $82,417. The Company has incurred net (loss) income of $(307,624) and $695,507 for the six months ended June 30, 2013 and 2012, respectively. The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and to obtain any necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the ability of the Company to continue as a going concern," according to the Company's quarterly report for the period ended June 30, 2013. CHINA LOGISTICS: China Direct Held 7.8% Equity Stake at Jan. 31 --------------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, China Direct Investments, Inc., disclosed that as of Jan. 31, 2013, it beneficially owned 4,022,336 shares of common stock of China Logistics Group Inc. representing 7.88 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/yogLGc About China Logistics Shanghai, China-based China Logistics Group, Inc., is a Florida corporation and was incorporated on March 19, 1999, under the name of ValuSALES.com, Inc. The Company changed its name to Video Without Boundaries, Inc., on Nov. 16, 2001. On Aug. 31, 2006, it changed its name from Video Without Boundaries, Inc., to MediaReady, Inc., and on Feb. 14, 2008, it changed its name from MediaReady, Inc., to China Logistics Group, Inc. On Dec. 31, 2007, the Company entered into an acquisition agreement with Shandong Jiajia International Freight and Forwarding Co., Ltd., and its sole shareholders Messrs. Hui Liu and Wei Chen, through which the Company acquired a 51% interest in Shandong Jiajia. The transaction was accounted for as a capital transaction, implemented through a reverse recapitalization. Shandong Jiajia, formed in 1999 as a Chinese limited liability company, is an international freight forwarder and logistics management company. Headquartered in Qingdao, Shandong Jiajia has branches in Shanghai, Xiamen, Lianyungang and Tianjin with additional sales office in Rizhao. The Company' balance sheet at June 30, 2013, showed $3.55 million in total assets, $3.57 million in total liabilities, and a stockholders' deficit of $17,822. "The Company has an accumulated deficit of $20,553,440 at June 30, 2013 and a working capital deficit of $138,121 at June 30, 2013. During the six months ended June 30, 2013, the Company used cash in operating activities of $82,417. The Company has incurred net (loss) income of $(307,624) and $695,507 for the six months ended June 30, 2013 and 2012, respectively. The Company's ability to continue as a going concern is dependent upon its ability to generate profitable operations in the future and to obtain any necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. The outcome of these matters cannot be predicted at this time. These matters raise substantial doubt about the ability of the Company to continue as a going concern," according to the Company's quarterly report for the period ended June 30, 2013. CLEAR CHANNEL: CEO Pittman Signs 5-Year Contract ------------------------------------------------ CC Media Holdings, Inc., and Robert Pittman entered into an amended and restated employment agreement on Jan. 13, 2014. Mr. Pittman serves as: (i) the Chairman, chief executive officer and member of the board of directors of CCMH and Clear Channel Communications, Inc., an indirect subsidiary of CCMH, (ii) the Chairman, chief executive officer and a member of the board of managers of Clear Channel Capital I, LLC, an indirect subsidiary of CCMH and (iii) executive chairman and a member of the board of directors of Clear Channel Outdoor Holdings, Inc., an indirect subsidiary of CCMH, Capital I and CCU. The Pittman Employment Agreement has an initial five-year term that ends on Jan. 13, 2019, and thereafter provides for automatic 12-month extensions, unless either CCMH or Mr. Pittman gives 60 days' prior notice electing not to extend the Pittman Employment Agreement. Mr. Pittman will receive a base salary at a rate no less than $1,200,000 per year, which will be increased at the discretion of the CCMH Board or its Compensation Committee. John E. Hogan retired from his position as Chairman and chief executive officer of the Clear Channel Media & Entertainment business segment of CCMH and CCU on Jan. 13, 2014. Mr. Hogan will continue to serve as Chairman Emeritus of CCMH and CCU for a 24- month period following his separation. A copy of the Form 8-K as filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/QYTBAU About Clear Channel Communications San Antonio, Texas-based Clear Channel Communications, Inc., an indirect subsidiary of CC Media Holdings, Inc. (OTCBB: CCMO), is one of the leading global media and entertainment companies specializing in radio, digital, outdoor, mobile, live events, and on-demand entertainment and information services for local communities and providing premier opportunities for advertisers. CC Media Holdings Inc. -- http://www.ccmediaholdings.com/-- is a global media and entertainment company. Its businesses include radio and outdoor displays. As of Sept. 30, 2013, the Company had $15.23 billion in total assets, $23.60 billion in total liabilities and a $8.37 billion total shareholders' deficit. * * * In May 2013, Moody's Investors Service said that Clear Channel's upsize of the term loan D to $4 billion from $1.5 billion will not impact the Caa1 facility rating assigned. Clear Channel's Corporate Family Rating is unchanged at Caa2. The outlook remains stable. In May, Standard & Poor's Ratings Services also announced that its issue-level rating on San Antonio, Texas-based Clear Channel's senior secured term loan remains unchanged at 'CCC+' following the company's upsize of the loan to $4 billion from $1.5 billion. The rating on parent company CC Media Holdings remains at 'CCC+' with a negative outlook, which reflects the risks surrounding the long- term viability of the company's capital structure. CORD BLOOD: St George Stake at 9.9% as of Jan. 14 ------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, St George Investments LLC and its affiliates disclosed that as of Jan. 14, 2014, they beneficially owned 88,911,000 shares of common stock of Cord Blood America, Inc., representing 9.99 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/Cm8dW3 About Cord Blood America Based in Las Vegas, Nevada, Cord Blood America, Inc., is primarily a holding company whose subsidiaries include Cord Partners, Inc., CorCell Co. Inc., CorCell Ltd.; CBA Professional Services, Inc. D/B/A BodyCells, Inc.; CBA Properties, Inc.; and Career Channel Inc, D/B/A Rainmakers International. Cord specializes in providing private cord blood stem cell preservation services to families. BodyCells is a developmental stage company and intends to be in the business of collecting, processing and preserving peripheral blood and adipose tissue stem cells allowing individuals to privately preserve their stem cells for potential future use in stem cell therapy. Properties was formed to hold the corporate trademarks and other intellectual property of CBAI. Rain specializes in creating direct response television and radio advertising campaigns, including media placement and commercial production. Cord Blood disclosed a net loss of $3.49 million on $5.99 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.51 million on $5.07 million of revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $6.40 million in total assets, $6.26 million in total liabilities and $140,196 in total stockholders' equity. Rose, Snyder & Jacobs, LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has sustained recurring operating losses and has an accumulated deficit at Dec. 31, 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CORNERSTONE HOMES: U.S. Trustee to Appoint Chapter 11 Trustee ------------------------------------------------------------- The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York directed the U.S. Trustee to appoint one disinterested person as the Chapter 11 trustee for Cornerstone Homes, Inc. As reported in the Troubled Company Reporter on Dec. 26, 2013, Gregory J. Mascitti, Esq., on behalf of the Official Committee of Unsecured Creditors, asked the Court to appoint a trustee in the case. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. Cornerstone Homes Inc. delivered to the Bankruptcy Court on Jan. 3, 2014, a First Amended Plan of Reorganization and explanatory Disclosure Statement. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The prepetition plan only impaired holders of Class 5 and Class 6 claims. Both Class 5 and Class 6 voted to accept the plan. No hearing has been conducted to approve the prepetition disclosure statement or confirm the prepetition plan. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The revised Plan documents disclosed that roughly 400 of the Debtor's properties are held subject to land contracts. For success of the Plan, it is imperative that land contract vendees remain in place and continue to repay their obligations or obtain outside financing and pay Cornerstone the full balance owed on their land contracts. During the period between the Plan Effective Date and the Distribution Date, the Debtor will assist land contract vendees in obtaining outside financing which will result in funds available to release secured debt and make Plan distributions. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. DETROIT, MI: Judge Rejects Deal to Exit Swap Contracts ------------------------------------------------------ Mary Williams Walsh, writing for The New York Times' DealBook, reported that Judge Steven W. Rhodes ruled on Jan. 16 that Detroit could not proceed with a plan to extricate itself from some costly long-term financial contracts by paying $165 million to two big banks. According to the report, Judge Rhodes said in his decision that Detroit had hurt itself financially in the past by going forward with hasty and imprudent decisions and that the practice "must stop." At the same time, Judge Rhodes said that Detroit could go ahead with a special $120 million loan from another bank, Barclays, which Detroit has said it urgently needs to provide municipal services in bankruptcy, the report related. Detroit had asked the court to approve a bigger loan from Barclays, for $285 million, but it had planned to use the first $165 million to pay Bank of America and UBS to end the financial contracts, known as interest-rate swaps, the report added. Officials have said that without the special loan from Barclays, Detroit would soon run out of cash and not be able to pay its workers, the report further related. But because Detroit is already in default on some of its bonds, it could not take on new debt without pledging collateral, and the only money it could pledge was tied up in the interest-rate swaps. 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. DREIER LLP: Dickstein Shapiro Approved as Ch. 11 Trustee Counsel ---------------------------------------------------------------- Sheila M. Gowan, the Chapter 11 trustee for the estate of Dreier LLP, obtained authorization from the Hon. Stuart M. Bernstein of the U.S. Bankruptcy Court for the Southern District of New York to employ Dickstein Shapiro LLP as special trial counsel, nunc pro tunc to Nov. 1, 2013. As reported in the Troubled Company Reporter on Dec. 11, 2013, the Trustee seeks to retain Dickstein Shapiro as special trial counsel to represent her in connection with, and at the trials of, the Westford/Amaranth Actions. The services Dickstein Shapiro will provide to the Trustee include all tasks necessary or appropriate in connection with preparing for, and conducting the trials of, each of the Westford/Amaranth Actions. Dickstein Shapiro will be paid at these hourly rates: Eric B. Fisher $670 Counsel and Associates $250-$585 Paraprofessionals $110-$365 About Marc Dreier and Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier, currently in prison, was charged by the U.S. government for conspiracy, securities fraud and wire fraud (S.D.N.Y. Case No. 09-cr-00085). Dreier LLP sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 08-15051) on Dec. 16, 2008. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, was tapped as counsel. The Debtor estimated assets of $100 million to $500 million, and debts between $10 million and $50 million in its Chapter 11 petition. Sheila M. Gowan, a partner with Diamond McCarthy, was appointed Chapter 11 trustee for the Dreier law firm. Ms. Gowan is represented by Jason Porter, Esq., at Diamond McCarthy LLP. Wachovia Bank National Association; the Dreier LLP Chapter 11 Trustee; and Steven J. Reisman as post-confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that put Mr. Dreier into bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D.N.Y. Case No. 09-10371). Mr. Dreier pleaded guilty to fraud and other charges in May 2009. The scheme to sell $700 million in fake notes unraveled in late 2008. Mr. Dreier is serving a 20-year sentence in a federal prison in Minneapolis. DUMA ENERGY: Chief Accounting Officer and Treasurer Quits --------------------------------------------------------- Sarah Berel-Harrop resigned as chief accounting officer and treasurer of Duma Energy Corp. on Jan. 7, 2014. About Duma Energy Corpus Christi, Tex.-based Duma Energy Corp. -- http://www.duma.com/-- formerly Strategic American Oil Corporation, is a growth stage oil and natural gas exploration and production company with operations in Texas, Louisiana, and Illinois. The Company's team of geologists, engineers, and executives leverage 3D seismic data and other proven exploration and production technologies to locate and produce oil and natural gas in new and underexplored areas. Duma Energy incurred a net loss of $40.47 million for the year ended July 31, 2013, a net loss of $4.57 million for the year ended July 31, 2012, and a net loss of $10.28 million for the year ended July 31, 2011. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. EDENOR SA: Evaluating Impact of Argentine Resolutions ----------------------------------------------------- EDENOR SA disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that Resolution 3/2014 passed by Argentine National Planning, Public Investment and Services Ministry was published in the Official Gazette, providing that any investments to be made with funds deriving from the "Fondo para Obras de Consolidacion y Expansion de Distribucion Electrica (FOCEDE)" (Fund for Consolidation and Expansion Works of Electricity Distribution) created by ENRE Resolution No. 347/2012, will now be authorized by the Performance Coordination and Control Undersecretariat of the Argentine National Planning, Public Investment and Services Ministry, which will provide any necessary instructions to the Trust Execution Committee created by said resolution and to EDENOR, in its capacity as Trustor of said Trust, in connection with the performance and completion of works and investments under the FOCEDE. On the same date, Resolution 1/2014 passed by the Ente Nacional Regulador de la Electricidad (National Electricity Regulator) was also published in the Official Gazette, imposing on the Company, notwithstanding users' right to file any claims they may deem proper under any other ground, (i) payment of compensation to each Residential Tariff 1 user, based on the following scheme: AR$490 to users with power outage since 12/16/12 lasting for more than 12 to 24 uninterrupted hours, inclusive. AR$760 to users with power outage lasting for more than 24 up to 48 uninterrupted hours, inclusive. AR$870 to users with power outage lasting for more than 48 uninterrupted hours, inclusive; and (ii) A 100 percent increase in compensation to users who suffered power outage in 2010 and 2012. The Company is analyzing the impact of said Resolutions, as well as any available legal actions it may pursue. About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor S.A. disclosed a loss of ARS1.01 billion on ARS3.72 billion of revenue from sales for the year ended Dec. 31, 2012, as compared with a net loss of ARS291.38 million on ARS2.80 billion of revenue from sales for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed ARS 7.72 billion in total assets, ARS 6.50 billion in total liabilities and ARS 1.21 billion in total equity. EDGENET INC: Files for Chapter 11 to Sell Business -------------------------------------------------- Edgenet, Inc., and Edgenet Holding Corp., providers of cloud based content and applications, sought bankruptcy protection to proceed with a sale of the assets despite a dispute between two groups of secured lenders. The Debtors say they expect to name a stalking horse bidder "very shortly." Juliet Reising, CFO, explains in a court filing, "During the course of its history, Edgenet never generated funds sufficient to fully services its secured debt with Liberty Lenders. Given its liquidity issues, in consultation with its advisors, Edgenet decided to sell its assets and in support of that action plan hired JMP Securities, LLC, to conduct a sale process. JMP began the sale process in July of 2013 and through this process, which targeted both financial as well as strategic buyers, several viable acquisition candidates emerged. As of the Petition Date, while no stalking horse bidder has been identified, the Debtors continue to be in serious discussions with possible purchasers and believe that within a short period of time they will be in a position to move forward with a sale process." As of the bankruptcy filing, the Debtors owed Liberty Partners Lenders, L.L.C., approximately $85 million, comprised of $53 million in principal indebtedness and $32 million in unpaid interest through Dec. 31, 2013. The Debtors also owe $18 million on account of notes issued in connection with the purchase of the equity interests of predecessor EdgeNet Inc. in 2004. Liberty Partners Holdings 44, L.L.C., acquired the interests of EdgeNet in a reverse triangular merger in 2004. Due to insufficient liquidity, interest payments owed to the Debtors' two secured lenders were not made in the late fall and early winter of 2013. The failure of Edgenet to make the interest payments caused a default under the loan agreements. Pre-bankruptcy, Edgenet conducted a sale process. However, a dispute arose between the two secured lenders as to the division of the proceeds of any asset sales. Accordingly, the Debtors were compelled to initiate bankruptcy proceedings so they would be able to move forward with a sale of their assets despite the dispute between the secured creditors. First Day Motions The Debtors have filed motions to: -- approve joint administration of their Chapter 11 cases; -- employ Phase Eleven Consultants, LLC, as claims and noticing agent. -- continue using their cash management system. -- pay prepetition wages and benefits of employees. -- determine that utility providers have been provided with adequate assurance of payment. -- pay prepetition sales and use taxes. -- use cash collateral. About Egenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. It has three business locations, Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. They have 80 employees. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. EDGENET INC: Taps Phase Eleven as Claims Agent ---------------------------------------------- Edgenet, Inc., and Edgenet Holding Corp., ask the bankruptcy court in Delaware to appoint Phase Eleven Consultants, LLC, as claims and noticing agent in order to assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Chapter 11 cases. The Debtors have reviewed engagement proposals form at least three other court-approved claims agents to ensure selection through a competitive process. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be hundreds of entities to be noticed. The fees to be charged by PEC are set forth in the parties' services agreement. Prepetition, the Debtors paid a retainer to PEC in the amount of $50,000. About Egenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. It has three business locations, Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. They have 80 employees. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. EDGENET INC: Seeks to Use Cash Collateral ----------------------------------------- Edgenet, Inc., and Edgenet Holding Corp., ask for approval from the bankruptcy court to use cash collateral. The Debtors say that, to implement their proposed sale process and continue to retain and inspire confidence from their business partners, access to liquidity is critical. As of the bankruptcy filing, the Debtors owed Liberty Partners Lenders, L.L.C., approximately $85 million, comprised of $53 million in principal indebtedness and $32 million in unpaid interest through Dec. 31, 2013. The Debtors also owe $18 million on account of notes issued in connection with the purchase of the equity interests of predecessor EdgeNet Inc. in 2004. Liberty Lenders has agreed to allow the Debtors to utilize cash on hand as well as continuing revenues as and when received to pay postpetition obligations, requiring the Debtors only to provide a replacement lien in and to its future receipts. The Debtors have also provided similar replacement liens to the seller notes. The Debtors developed a 12-week cash flow forecast that considers any savings derived by the filing of the Chapter 11 cases, and the Debtors' ability to maintain customary payment terms with key suppliers. Based on the projections, the Debtors concluded that cash on hand alone would be sufficient to fund operations and the Debtors' business plan throughout the pendency of the Chapter 11 cases. About Egenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. It has three business locations, Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. They have 80 employees. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. EDISON MISSION: Feb. 4 Hearing on Bid to Estimate EIX Claims ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Illinois will convene a hearing on Feb. 4, 2014, at 9:30 a.m., to consider Edison Mission Energy, et al.'s motion to estimate disputed claims. Objections, if any, are due Jan. 20, at 4:00 p.m. The Debtors asked the Court for a prompt estimation of certain proofs of claim filed by the Debtors' parent Edison International and its non-debtor affiliates, including Southern California Edison, Edison Mission Group, and Mission Energy Holding Company, for the purposes of limiting the amount the Debtors must allocate in reserve for these contingent, unliquidated claims, setting the maximum amount for allowance on account of the claims, for voting purposes, and for distributions. Specifically, the Debtors asked the Court (a) estimate the EIX Pension Claims, the EIX Other Benefit Plan Claims, and the PBGC Claims at $0; and (b) order that no amounts shall be reserved on account of these claims. The Debtors also said related proofs of claim filed by the Pension Benefit Guaranty Corporation, and the Internal Revenue Service be estimated at $0. 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. EME's Second Amended Joint Plan of Reorganization is up for approval at a Feb. 19, 2014 confirmation hearing, and 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. EDISON MISSION: Union Pacific Balks at Assumption of Contracts -------------------------------------------------------------- Union Pacific Railroad Company objected to the proposed cure cost regarding the executory contracts and unexpired leases that may be assumed in connection with Edison Mission Energy, et al.'s Second Amended Joint Plan of Reorganization. According to UPRR, the Debtors' proposed cure cost of $190,259 is incorrect, and thus insufficient for the Debtors' to cure the defaults under, and to assume, the identified contracts and leases. Pursuant to and as evidenced by UPRR's Claim, the proper cure amount for the contract is $4,899,970. With respect to the remaining six identified contracts and leases, UPRR has been unable to identify these contracts and leases in its books and records based upon the information provided in the schedule and, thus, is unable to calculate an appropriate cure amount at this time. In this connection, UPRR requests that the Court condition any assumption of the identified contracts and leases upon the payment of the proper cure cost demanded by UPRR. 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. EME's Second Amended Joint Plan of Reorganization is up for approval at a Feb. 19, 2014 confirmation hearing, and 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. EDISON MISSION: Wants Until March 31 to Decide on Leases -------------------------------------------------------- Edison Mission Energy, et al., ask the Bankruptcy Court to extend until March 31, 2014, the Debtors' time to assume or reject certain unexpired leases of nonresidential real property. Certain of the Debtors are parties to (a) three office Leases that serve as home to the Debtors' regional operations in Bolingbrook, Illinois, Chicago, Illinois, and Santa Ana, California; and (b) a quarry lease pursuant to which Lincoln Stone Quarry, Inc. leases certain premises located at the Joliet, Illinois facility to Midwest Generation, LLC. The Debtors relate they have secured agreements to extend the lease decision deadline under Section 365(d)(4) until March 31, with respect to each of the Santa Ana, Bolingbrook, and Chicago office leases. The Court will consider approval of the request at a hearing scheduled for Jan. 22, 2014, at 10:30 a.m. 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. EME's Second Amended Joint Plan of Reorganization is up for approval at a Feb. 19, 2014 confirmation hearing, and 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. ELBIT IMAGING: Defers Adoption of Compensation Policy ----------------------------------------------------- Elbit Imaging Ltd. has decided to defer the adoption of a compensation policy for the Company's directors and officers pursuant to the Israeli Companies Law. As previously announced, on Jan. 1, 2014, the Tel-Aviv Jaffa District Court approved the Company's adjusted plan of arrangement for a restructuring of the Company's unsecured financial debt, among other things. The Company expects that following the consummation of the restructuring, the shareholders of the Company will elect a new board of directors, which will formulate the Company's business strategy, including a compensation policy for the Company's officers and directors. About Elbit Imaging Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavoured to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. ELEPHANT TALK: To Receive $10-Mil. Prepayments From Vodafone ------------------------------------------------------------ Elephant Talk Communications, Inc., previously announced it had signed a five-year extension with Vodafone Enabler Espana, S.L., for the exclusive supply of operational and technical services through a comprehensive technological platform. Under the Agreement, the Company would receive continuous prepayments in the aggregate amount of approximately $10 million for the duration of the contract. Currently, the Company is in discussions with Vodafone regarding the specific timing of the Prepayment, and has not, as of yet, received any portion of the Prepayment. Meanwhile, Elephant Talk will hold upcoming presentations relating to the Company and its recent developments. The form of slide show presentation used by management of the Company to describe the business is available for free at http://is.gd/Idw4qf About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk disclosed a net loss attributable to the Company of $23.13 million in 2012, a net loss attributable to the Company of $25.31 million in 2011 and a net loss attributable to the Company of $92.48 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $46.45 million in total assets, $22.53 million in total liabilities and $23.91 million in total stockholders' equity. BDO USA, LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations has an accumulated deficit of $203.3 million and continues to generate negative cash flows that raise substantial doubt about its ability to continue as a going concern. ENDEAVOUR INTERNATIONAL: Lonestar Partners Holds 6% Equity Stake ---------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Lonestar Partners, L.P., and its affiliates disclosed that as of Jan. 7, 2014, they beneficially owned 2,879,600 shares of common stock of Endeavour International Corporation representing 6.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available at http://is.gd/PiG1tu About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For the year ended Dec. 31, 2012, the Company incurred a net loss of $126.22 million as compared with a net loss of $130.99 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.50 billion in total assets, $1.41 billion in total liabilities, $43.70 million in series C convertible preferred stock, and $46.24 million in total stockholders' equity. * * * As reported by the TCR on March 5, 2013, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak liquidity, small production and proved reserve scale, geographic concentration and the uncertainties regarding its future performance given the inherent execution risks related to its offshore North Sea operations for a company of its size. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston, Texas-based Endeavour International Corp. (Endeavour) to 'CCC+' from 'B-'. The rating action reflects S&P's expectation that Endeavour could have insufficient liquidity to meet its needs due to the delay in production from its Rochelle development. EXIDE TECHNOLOGIES: Fidelity Holds 2.9% of Common Shares -------------------------------------------------------- In a Schedule 13G filing with the U.S. Securities and Exchange Commission on Jan. 10, Boston-based Fidelity Management & Research Company, a wholly owned subsidiary of FMR LLC and an investment adviser registered under Section 203 of the Investment Advisers Act of 1940, disclosed it is the beneficial owner of 2,289,074 shares or 2.894% of the Common Stock outstanding of Exide Technologies as a result of acting as investment adviser to various investment companies registered under Section 8 of the Investment Company Act of 1940. Edward C. Johnson 3d and FMR LLC, through its control of Fidelity, and the funds each has sole power to dispose of the 2,289,074 shares owned by the Funds. 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. FIRST DATA: Goldman Sachs to Sell $725 Million Senior Notes ----------------------------------------------------------- First Data Corporation announced an underwritten offering by funds affiliated with Goldman, Sachs & Co. of $725 million aggregate principal amount of senior PIK notes due 2019 issued by First Data Holdings Inc., the direct parent company of First Data, subject to market conditions. The Selling Noteholders will receive all the proceeds of the offering. The Notes have not been registered under the Securities Act of 1933, as amended, and, unless so registered, may not be offered or sold in the United States absent registration or an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and other applicable securities laws. Fourth Quarter 2013 Financial Results For the fourth quarter ended Dec. 31, 2013, First Data Corporation expects consolidated revenue to be in the range of approximately $2,772 million to $2,822 million and adjusted revenue to be in the range of approximately $1,738 million to $1,768 million. For the fourth quarter First Data expects operating profit to be in the range of approximately $349 million to $365 million and adjusted earnings before interest, taxes, depreciation and amortization (adjusted EBITDA) to be in the range of approximately $657 million to $681 million. For the year ended Dec. 31, 2013, First Data expects consolidated revenue to be in the range of approximately $10,734 million to $10,884 million and adjusted revenue to be in the range of approximately $6,726 million to $6,826 million. First Data expects full year operating profit to be in the range of approximately $1,118 million to $1,158 million and adjusted EBITDA to be in the range of $2,419 million to $2,479 million. Bancoob Alliance On Jan. 8, 2014, a subsidiary of First Data entered into an alliance with Bancoob (Banco Cooperativo do Brasil S.A), a private bank specializing in services for cooperatives, that will allow First Data to enter the Brazilian merchant acquiring business. The partnership will further develop holistic services for the Brazilian payment card market by combining the complementary strengths of First Data's end-to-end payment acceptance and processing services with Bancoob's local market experience. Additional information is available for free at: http://is.gd/ZjEAhG 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. FRESH & EASY: Direct Fee Review Approved as Fee Examiner -------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Old FENM Inc., et al., to employ Direct Fee Review, LLC as fee examiner. Direct Fee is expected to, among other things: a) review interim and final fee application filed by each applicant in the Chapter 11 cases; b) consult, as it deems appropriate, with each applicant concerning the application; and c) review any relevant documents filed in the Chapter 11 cases to be generally familiar with the Chapter 11 cases and its dockets. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors disclosed $634,627,207 in assets and $661,728,173 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. In November 2013, the Debtors closed the sale of about 150 supermarkets plus a production facility in Riverside, California, to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. FRESH & EASY: Wants Until April 1 to Propose Chapter 11 Plan ------------------------------------------------------------ Old FENM Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend their exclusive periods to file a chapter 11 plan until April 1, 2014, and solicit acceptances for that plan until May 31. Absent the extension, the Debtors exclusive periods will expire on Jan. 28, and March 31. The Debtors explain that, among other things, they needed to facilitate the closing of the assets sale which is scheduled to close within the month. The Debtors relate they have received authority to sell roughly 53 parcels of real property that were excluded from the going concern sale. The Debtors expect to receive in excess of $40 million upon closing. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors disclosed $634,627,207 in assets and $661,728,173 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. In November 2013, the Debtors closed the sale of about 150 supermarkets plus a production facility in Riverside, California, to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. FRESH & EASY: Wants Until Feb. 28 to Decide on Unexpired Leases --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on Jan. 22, 2014, at 2:00 p.m., to consider Old FENM Inc., et al.'s motion to extend the time to assume or reject unexpired leases of nonresidential real property. The Debtors requested for a Feb. 28 extension because they are liquidating the remainder of their assets. The Debtors related that the Court has authorized the sale of substantially all of their operating assets, including, but not limited to, the Debtors' fee and leasehold interests in their operating stores to YFE Holdings, Inc. The YFE sale closed on Nov. 26, 2013. After closing the YFE sale, the Debtors remain party to 33 non- operating store leases. The Debtors originally intended to reject the store leases but withdrew their motion after entering into an agreement with Alamo Group, LLC. Under the DRA, the Debtors agreed to sell the right to designate an assignee for their remaining real property leases to Alamo. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors disclosed $634,627,207 in assets and $661,728,173 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. In November 2013, the Debtors closed the sale of about 150 supermarkets plus a production facility in Riverside, California, to YFE Holdings, Inc., a unit of Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. GAC DEVELOPMENT: Foreclosure Auction Set for Feb. 5 --------------------------------------------------- Real estate of GAC Development Tennessee, LLC, will be sold to the highest and best bidder at a PUBLIC OUTCRY AND AUCTION SALE on Feb. 5, 2014, 1:00 p.m. local time, at the front door of the Sevier County Courthouse (Court Avenue entrance), in Sevierville, Sevier County, Tennessee. GAC Development Tennessee has been declared in default under the promissory notes issued in favor of Comerica Bank. The Lender as owner and holder of the Notes, has directed E. Brian Sellers, Substitute Trustee for Comerica Bank, to foreclose the Deed of Trust and to sell the real estate. The Real Property is located at 2069 Creek Hollow Way, Sevierville, TN. The Real Property and any improvements, fixture or other personal property will be sold AS IS, WHERE IS with no warranties, covenants, or representations of any kind, express or implied. Accordig to the Successor Trustee's Notice of Sale, other parties may assert an interest in the property, including: * Dunn's Creek Estates; * Myers Cemetery, or persons having an interest therein; * Oliver McMahan, or his successors in interest; * Carl Edward Newman and wife, Sandra Gail Newman; * Gary A. Carroll and April Carroll; * GAC Holdings, Ltd.; * Carroll Family Holdings, LLC; * American Academy of Cosmetology, Inc.; * GAC Beauty Academy of Palm Beach, Inc.; * GAC Beauty Academy of Orlando, Inc.; * Jaag, Inc.; and * Kim Springer. GENERAL MOTORS: Moody's Says Declared Dividend is Credit Negative ----------------------------------------------------------------- Moody's Investors Service said the decision by General Motors Company's (GM) board to declare a quarterly dividend of 30 cents per share is a credit negative. However, the company's current ratings (Baa2 sr. secured and Ba1 sr. unsecured), as well as its investment-grade credit profile (Baa3 Corporate Family Rating withdrawn on September 23, 2013) are unaffected, and the rating outlook remains stable. GSE ENVIRONMENTAL: S&P Lowers CCR to 'CCC-' on Weak Earnings ------------------------------------------------------------ Standard & Poor's Ratings Services lowered its corporate credit rating on Houston-based GSE Environmental Inc. to 'CCC-' from 'CCC+'. The outlook is negative. S&P revised the senior secured recovery rating to '4' from '3', indicating its expectation of an average (30% to 50%) recovery of principal and accrued interest if a payment default occurs. "The downgrade reflects our view that GSE could default on its debt obligations within six months," said Standard & Poor's credit analyst James Siahaan. The limited waiver and seventh amendment to its first-lien credit agreement stipulates that a sale of the company must occur by March 30, 2014. While GSE has engaged advisory firm Moelis & Co. to assist it in the sale process, S&P is uncertain as to whether GSE can complete an acceptable sale by this date, the absence of which would be an event of default. S&P also believes that if a sale were to occur, the value received by the secured lenders could be insufficient to redeem its debt obligations in full. The most recent limited waiver and amendment comes shortly after the previous amendment on July 30, 2013, when the company breached its financial covenants in the second quarter of 2013. While its lenders recently provided GSE with a limited waiver and amendment following its breach of covenants in the fourth quarter, S&P do not expect these covenants to continue to be amended without a sale of the company or financial restructuring. Given the breaches of financial covenants and the full draw on its $21.5 million revolving facility, S&P views GSE's liquidity as weak; however, S&P notes that the company recently received a $15 million secured super priority revolving priming facility, which may be sufficient to fund its liquidity needs during the next few months. The negative outlook reflects S&P's expectation that GSE is likely to default on its secured debt via a distressed exchange or redemption in conjunction with a sale of the company or, alternatively, via a payment default. S&P would lower the ratings further if GSE's liquidity weakens to the point that S&P views a default as being virtually certain or if other information leads S&P to the same conclusion. An upgrade is unlikely, but could occur if GSE can meaningfully and rapidly improve its operating performance and liquidity for a sustained period. HAMPTON ROADS: William Wright Joins as Vice President of Finance ---------------------------------------------------------------- Hampton Roads Bankshares, Inc., the holding company for The Bank of Hampton Roads and Shore Bank, announced that William M. Wright II has joined the Company as vice president of finance. In this position, Mr. Wright will report to Chief Financial Officer Thomas Dix and will be responsible for financial reporting, tax, and financial forecasting/budget planning and oversight. Douglas J. Glenn, president and chief executive officer of the Company and chief executive officer of BHR, said, "In addition to building the finest team of lenders in our region, we also continue to add outstanding professionals to our corporate staff. Bill is a proven executive who not only brings a proven track record in accounting and finance, but also broader business skills and experience, as well as substantial perspective on our markets and customers from his many years working here." Mr. Wright brings over 25 years of experience in accounting, finance and executive management. He joined the Company from Chartway Federal Credit Union in Virginia Beach, VA, where he was chief financial officer. Previously, he founded and ran a financial management consulting firm that provided chief financial officer services on a part-time or as-needed basis to small and mid-sized firms. From 1997-2008, Mr. Wright served in various senior management positions with Landmark Communications, Inc., in Norfolk, VA. From 1991-1996, he was financial manager/treasurer with NLC Insurance Companies. From 1986 to 1991, Mr. Wright was a CPA with PricewaterhouseCoopers and Barron, Gannon & Co PC in Connecticut. Mr. Wright earned a Bachelor of Science in Financial Accounting from the University of New Haven and an MBA from Regent University. He is a Certified Public Accountant in the Commonwealth of Virginia. Mr. Wright has been active in a number of civic and community organizations in the Hampton Roads area. These include Junior Achievement of Greater Hampton Roads, Inc., Rotary International, Hampton Roads Chamber of Commerce, Starbase-Atlantis of Hampton Roads, Inc., and the Virginian-Pilot Joy Fund. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Effective June 17, 2010, the Company and its banking subsidiary, Bank of Hampton Roads ("BOHR"), entered into a written agreement with the Federal Reserve Bank of Richmond and the Bureau of Financial Institutions of the Virginia State Corporation Commission. The Company's other banking subsidiary, Shore Bank, is not a party to the Written Agreement. Under the terms of the Written Agreement, among other things, BOHR agreed to develop and submit for approval plans to (a) strengthen board oversight of management and BOHR's operations, (b) strengthen credit risk management policies, (c) improve BOHR's position with respect to loans, relationships, or other assets in excess of $2.5 million which are now, or may in the future become, past due more than 90 days, are on BOHR's problem loan list, or adversely classified in any report of examination of BOHR, (d) review and revise, as appropriate, current policy and maintain sound processes for determining, documenting, and recording an adequate allowance for loan and lease losses, (e) improve management of BOHR's liquidity position and funds management policies, (f) provide contingency planning that accounts for adverse scenarios and identifies and quantifies available sources of liquidity for each scenario, (g) reduce the Bank's reliance on brokered deposits, and (h) improve BOHR's earnings and overall condition. The Company reported a net loss of $98 million in 2011, compared with a net loss of $210.35 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $1.98 billion in total assets, $1.80 billion in total liabilities and $184.99 million in total shareholders' equity. HARBINGER GROUP: Fitch to Rate $200MM Sr. Unsecured Notes 'B/RR4' ----------------------------------------------------------------- Fitch Ratings expects to assign a rating of 'B/RR4' to Harbinger Group, Inc.'s (Harbinger) $200 million senior unsecured notes issuance. The proposed notes are expected to mature in 2022. Key Rating Drivers The proposed debt issuance does not affect Harbinger's existing long-term Issuer Default Rating (IDR) of 'B' and Stable Rating Outlook. Harbinger plans to use the proceeds from the proposed issuance for general corporate purposes, including financing future acquisitions by Harbinger or its subsidiaries. The proposed notes are expected to have significantly fewer financial covenants than Harbinger's existing debt. The new debt issuance will result in an incremental increase in the company's parent only financial leverage. Fitch estimates the pro forma parent-only debt to total capital ratio to increase to approximately 70%, which is at the high end of Fitch's range in the company's rating sensitivities. Harbinger's balance sheet is predominantly encumbered by the holders of the $925 million secured notes. Therefore, the unsecured debt will be effectively subordinated to the senior secured debt. On a pro forma basis, the unsecured debt will represent roughly 14% of total debt. Based on its analysis of Harbinger's balance sheet investments, Fitch has assigned an 'RR4' recovery rating to the proposed issuance, which is equivalent to the recovery rating on the existing secured debt. Fitch expects to review the recovery ratings during its next full review cycle. Rating Sensitivities Key rating triggers that could lead to a downgrade include a significant deterioration of financial covenant cushions in Harbinger's debt agreements, a reduction in Fidelity & Guaranty Life (F&G) ordinary statutory dividend capacity to below $40 million, a change in Spectrum Brands' (SPB) strategy to reduce leverage to between 2.5x to 3.5x over the intermediate term, an increase in Harbinger's (parent only) financial leverage ratio to above 70% on a sustained basis, and the deployment of existing cash balances that increases the enterprise's credit risk. Key rating triggers that could lead to an upgrade include a significant increase in F&G's ordinary statutory dividend capacity from its current level of approximately $90 million, a reduction in Harbinger's parent only financial leverage ratio below 40%, and the deployment of existing cash balances that improves the magnitude and diversity of cash flows to Harbinger. Harbinger is a NYSE-traded holding company that is partially owned by investment funds affiliated with Harbinger Capital Partners LLC (Harbinger Capital). Harbinger Capital established Harbinger Group, Inc. as a permanent capital vehicle to obtain controlling equity interests in established, dividend-paying businesses that operate across a diversified set of industries. The company currently operates in four business segments: consumer products through its 58.6% ownership in SPB, insurance through its 80.7% ownership in F&G, EXCOJV, an energy partnership, and Salus, an asset based lending business. Fitch expects to assign the following ratings: -- Proposed $200 million senior unsecured notes due January 2022 'B/RR4'. Fitch currently rates Harbinger as follows: -- Long-term Issuer Default Rating (IDR) 'B', Outlook Stable; -- $925 million 7.875% senior secured notes 'B/RR4'. HARBINGER GROUP: Moody's Rates $200-Mil. Sr. Unsecured Notes Caa2 ----------------------------------------------------------------- Moody's Investors Service rated Harbinger Group Inc. $200 million senior unsecured notes Caa2, while at the same time affirming its B2 Corporate Family Rating and its B2-PD Probability of Default rating. The rating on the $925 million senior secured notes was upgraded to B2 from B3. The outlook is revised to negative from stable due to modest operating performance, increased debt, and weakening credit metrics. Proceeds from the unsecured notes will be used for working capital and general corporate purposes. The revision in the outlook to negative reflects Moody's expectation that going forward the company will not be able to cover its total expenses with regular dividends received from its operating subsidiaries and investments and will need to further draw down its cash balances in order to cover expenses. "We expect credit metrics to deteriorate in fiscal 2014," said Kevin Cassidy, Senior Credit Office at Moody's Investors Service. For instance, cash coverage of total charges (dividends received/interest and preferred dividends paid and operating expenses), will drop to around 70% and leverage (debt/dividends received) will increase to over 9 times. "The company has limited capacity at its current rating level to issue more debt without receiving more dividends," Cassidy noted. The Caa2 rating on the senior unsecured notes reflects the effective subordination to the $925 million first lien secured notes of Harbinger Group as well as the structural subordination of the notes to the debt at Harbinger Group's subsidiaries. Neither the unsecured notes nor the secured notes are guaranteed by any subsidiary. The rating on the secured notes was upgraded to B2 from B3 because of the additional loss absorption provided by the new unsecured notes in the event of a default. Rating assigned: -- $200 million senior unsecured notes due 2022 at Caa2 (LGD 6, 99%); Rating upgraded: -- $925 million senior secured notes due 2019 to B2 (LGD 3, 44%) from B3 (LGD 4, 58%); Ratings affirmed: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; Speculative grade liquidity rating at SGL 3 Ratings Rationale Harbinger Group's B2 Corporate Family Rating reflects its high financial leverage, thin total cost coverage of less than 1 time, and aggressive financial policies. The rating is constrained by Moody's expectation that cash received from subsidiaries and investments will be insufficient to cover cash expenses, including interest, preferred dividends, and operating expenses. This will result in Harbinger Group needing to continue to draw down its cash balances. Ratings also reflect the event risk associated with Harbinger Group's CEO. The rating is supported by the credit profile of its subsidiaries (Spectrum Brands at B1, Fidelity & Guaranty Life Insurance Company at Ba1 & EXCO/HGI JV - unrated) and good industry and product diversification through its subsidiaries and by high cash balances. The negative outlook reflects Moody's expectation that Harbinger Group will remain a highly leveraged operation and will not receive sufficient dividends in the next year to cover its total expenses. The rating could be downgraded if the operating performance of its subsidiaries deteriorates, resulting in the suspension or reduction of dividends, or if the company does not receive sufficient cash dividends from its subsidiaries and investments to cover its total costs. Specifically, ratings could be downgraded if cash coverage of total charges (dividends received to interest and preferred dividends paid plus operating expenses) is sustained below 1 time. An upgrade is unlikely in the near to mid-term due to Harbinger's weak credit metrics. Over the longer term, cash coverage of total charges sustained around 2.5 times is necessary for an upgrade to be considered. Located in New York City, Harbinger Group is a holding company whose principal focus is to acquire or enter into combinations with businesses in diverse segments. The company's two main operating subsidiaries are Spectrum Brands (B1) and F&G Insurance (Ba1). Harbinger Group also owns a 74.5% total equity interest in a private limited partnership that owns conventional oil and natural gas assets in Texas and North Louisiana (the "EXCO/HGI JV"). EXCO Resources, Inc. owns the remaining 25.5% of the joint venture. Harbinger Group generated over $125 million in revenue (dividends received) in the year ending September 30, 2013, including a $73 million special dividend from F&G Insurance. HARBINGER GROUP: S&P Rates New $200MM Sr. Unsecured Notes 'CCC+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned a 'CCC+' issue rating to New York City-based investment holding company Harbinger Group Inc.'s (HRG) proposed $200 million senior unsecured notes due 2022. The recovery rating is '6', which indicates S&P's expectation for negligible (0% to 10%) recovery for senior unsecured creditors in the event of a payment default or bankruptcy. The intended use of proceeds is for general corporate purposes, which could include the redemption of preferred stock. All of S&P's existing ratings on the company, including the 'B' corporate credit rating and 'B' senior secured issue rating, remain unchanged. S&P's rating outlook is stable, reflecting its expectation for weak asset diversity and thin coverage metrics for the next two years, but for liquidity to remain "adequate." S&P expects coverage metrics may be volatile if HRG is unable to acquire controlling interests in companies with the ability to pay consistent dividends given HRG's heavy debt burden. S&P expects total debt service coverage of about 1x in 2014. S&P continues to view Harbinger's business risk profile as "vulnerable," primarily because of weak asset diversity, limited financial flexibility, and a short track record with its stated investment strategy. Harbinger's primary assets include Spectrum Brands (acquired in January 2011), Fidelity & Guaranty Holdings (acquired in April 2011), and EXCO-HGI (a joint venture between HRG and EXCO Resources formed in February 2013). HRG also formed Salus Capital Partners, a provider of secured asset-based loans, in December 2011. S&P continues to view Harbinger's financial risk profile as "highly leveraged," given its forecast of thin coverage metrics, an aggressive financial policy, and a complex organizational structure. S&P believes coverage metrics could remain thin even as HRG acquires additional dividend-paying portfolio companies because S&P believes such acquisitions will be primarily debt- financed. HRG's high cost of capital reinforces S&P's view that coverage metrics will remain thin. RATINGS LIST Harbinger Group Inc. Corporate Credit Rating B/Stable/-- New Rating $200 million notes due 2022 Senior Unsecured CCC+ Recovery Rating 6 HUNTINGTON INGALLS: Fitch Affirms 'BB' IDR & Unsecured Debt Rating ------------------------------------------------------------------ Fitch Ratings has affirmed Huntington Ingalls Industries, Inc.'s (HII) Issuer Default Rating (IDR) and senior unsecured debt ratings at 'BB'. Fitch has also affirmed HII's senior secured facilities at 'BBB-'. The Rating Outlook is revised to Positive from Stable. The ratings cover approximately $1.8 billion of outstanding debt. Key Rating Drivers HII has adequate credit metrics for the current ratings which are also supported by a strong liquidity position, solid and improving margins, and a large backlog. As of Sept. 30, 2013, HII had liquidity of $1.5 billion, including $895 million in cash and $618 million availability under its $650 million domestic credit revolving facility, after giving effect to $32 million of outstanding letters of credit. The ratings are also supported by the strategic importance of HII's products and the company's significant role in the U.S. Navy's 30 year shipbuilding plan. HII is a sole source manufacturer of more than 70% of its revenues. Fitch revised the Rating Outlook to Positive from Stable based on expectations that HII will continue reducing its leverage over the next several years due to improving operating results and an anticipated amortization of the senior secured term loan. The company has noticeably improved its margins in 2013 driven by an on-going restructuring at its Ingalls operation and by moving past the delivery and near completion of low margin LPD 25 and LHA-6 ships, correspondingly. Fitch expects HII's EBITDA margins will be above 10% in 2013, up from 8.4% in 2012. For the last 12 months (LTM) ending Sept. 30, 2013, the company had gross leverage of 2.7x, down from 3.2x at the end of 2012. Fitch expects the company's leverage to decline further to approximately 2.6x and 2.3x at the end of 2013 and 2014, respectively. Fitch's rating concerns include relatively weak funds from operations (FFO) based credit metrics and an anticipated decline in free cash flow (FCF) generation in 2013 and 2014 due to higher cash taxes, sizable net working capital requirements, increased dividends, and continued high discretionary pension contributions to fund the large pension deficit. The company is exposed to risks to core defense spending after fiscal 2016 and to HII's revenue concentration with the U.S. Navy and Coast Guard. HII generates nearly all of its revenues from the U.S. government, exposing the company to changes in plans regarding the fleet needs of the Department of Defense (DoD) and the Department of Homeland Security. Fitch is also concerned by the company's program execution risks and the high percentage of the workforce that is unionized. In addition, Fitch is concerned with future potential cash deployment actions as the company continues refining its cash deployment strategy. The notching up of the senior secured credit facility by two rating notches from the IDR of 'BB' to 'BBB-' is supported by the coverage provided by HII's tangible assets and operating EBITDA compared to the fully drawn facility. The collateral for the facility includes substantially all of HII's assets with the exception of the Avondale shipyard and a few other exclusions. HII generated approximately $317 million of cash flow from operating activities during the LTM Sept. 30, 2013, slightly down from $322 million at the end of 2012. HII's FCF totaled $142 million during the LTM ended Sept. 30, 2013, down from $165 million at the end of 2012 primarily due to higher dividend payments. Fitch expects HII will generate lower FCF in 2013 and 2014, but Fitch also expects FCF generation to significantly improve beyond 2014. In 2014, FCF is likely to be pressured by higher capital expenditures, dividends and working capital requirements. HII focuses its cash deployment on capital expenditures, dividends, pension contributions and share repurchases to offset dilution. The company continues to refine its cash deployment strategy and held approximately $900 million in cash. Fitch expects HII's liquidity will likely decline as the company continues refining its cash deployment strategies. The pension funding deficit was approximately $1.3 billion (74% funded) at the end of 2012, up from $885 million (79% funded) deficit at the end of 2011. The decrease in funded status was largely due to a decline in interest rates that resulted in a $728 million actuarial loss. This, however, was offset by a $396 million (12.2%) gain on plan assets and $239 million in employer contributions. The pension benefit obligation (PBO) comprised $5 billion at the end of 2012, while other postretirement benefit obligation totaled $965 million. Fitch expects HII's pension plans' funded status will improve significantly by year-end 2013 as a result of strong asset returns, $330 million in additional discretionary contributions, and an amendment to its pension plan, as well as an uptick in interest rates. Most of HII's revenues are derived from the defense industry and exposes the company to U.S. defense spending plans and budgets. Fitch expects 2014 to be another challenging year for U.S. defense contractors, however, the Bipartisan Budget Act of 2013 (BBA), signed into law by President Barack Obama on Dec. 26, 2013, alleviated some concerns surrounding the sequestration-driven defense spending reductions scheduled to go into effect on Jan. 15, 2014. Fitch expects the fiscal 2015 budget request in February will provide some clarity regarding future DoD spending trends. Defense appropriations are scheduled to begin increasing again in fiscal 2015, but the sequestration cuts are expected to have a negative effect on defense contractors for the next several years because of the lag between appropriations and outlays. Fitch believes modest declines in defense spending would not lead to negative rating actions given the strategic importance of HII's portfolio, long lead times for program execution and the amount of DOD funding HII received in the past three fiscal years. The exposure to DoD spending is also mitigated by HII's good liquidity position. Rating Sensitivities: Fitch may consider a positive rating action if HII continues improving its operating margins and decreases its current leverage by either a reduction in debt or an anticipated increase in EBITDA. Any positive rating action will also be predicated on improvements in HII's FFO based credit metrics and FCF generation. A negative rating action is not likely in the near future, however, would be considered should the company's leverage (debt to EBITDA) increase to above approximately 3.6x-3.8x; or if defense spending cuts have more significant impact on the company's earnings and FCF than currently anticipated. Fitch has affirmed the following ratings: -- IDR at 'BB'; -- Senior secured bank facilities at 'BBB+'; -- Senior unsecured debt at 'BB'. The Rating Outlook is revised to Positive from Stable. IDERA PHARMACEUTICALS: Appoints New CMO and Director ---------------------------------------------------- Idera Pharmaceuticals, Inc., has strengthened its clinical development expertise through the addition of two industry veterans with track records of success in bringing novel therapeutic products to market. Lou Brenner, MD, has joined the company as senior vice president and chief medical officer, building on more than a decade of leadership experience that has encompassed clinical development strategy, regulatory affairs, medical affairs, and product commercialization. Dr. Brenner joins Idera from Radius Health, where he served as senior vice president and chief medical officer. He had earlier served in key roles at AMAG Pharmaceuticals and Genzyme. Dr. Brenner has designed, planned, and directed successful clinical trials at all stages and in multiple indications, including managing the late stage development and regulatory submission for Feraheme(R), an FDA-approved product for the treatment of iron deficiency anemia in adult patients with chronic kidney disease. At Radius, he led the conduct of a large, ongoing Phase 3 trial of a novel candidate for the treatment of osteoporosis. Previously at Genzyme, he led global commercial planning for the launch of Renvela(R), a next-generation phosphate binder for patients with chronic kidney disease, and also led the business development efforts for the Renal and Transplant Business Units. Dr. Brenner holds an MD from Duke University and an MBA from Harvard Business School, and completed his residency in Internal Medicine at Brigham and Women's Hospital, as well as a Fellowship in Nephrology at Brigham and Women's Hospital and Massachusetts General Hospital. Dr. Brenner holds a clinical appointment at Brigham and Women's Hospital. In connection with his joining the Company, Dr. Brenner and the Company entered into an employment letter dated Jan. 3, 2014. Under the terms of the employment letter, Dr. Brenner is entitled to receive an annual base salary of $350,000 per year. "We are pleased to welcome Lou to the Idera team, further strengthening our management depth at a time when we are advancing multiple clinical stage programs," said Sudhir Agrawal, D. Phil., chief executive officer of Idera Pharmaceuticals. "Lou's breadth of experience in clinical design and development, regulatory strategy and commercial preparedness will be a strong asset for us as we work to advance clinical development of our candidates in genetically defined forms of B-cell lymphomas and orphan autoimmune diseases." Effective as of Jan. 7, 2014, the Board elected Mark Goldberg, M.D. to the Board as a Class III director. Dr. Goldberg's term as a Class III director will expire at the Company's 2016 Annual Meeting of Stockholders. Newly-appointed Board Member Mark Goldberg, MD, has served as senior vice president for Medical and Regulatory Affairs at Synageva BioPharma since September 2011. Before joining Synageva, he served in management capacities of increasing responsibility at Genzyme from 1996 to 2011, including most recently as senior vice president for Clinical Development and Global Therapeutic Group Head for Oncology and Personalized Genetic Health. While at Genzyme, Dr. Goldberg played a key role in the development and approval of four successful orphan therapies: Fabrazyme(R), Aldurazyme(R), Myozyme(R) and Lumizyme(R). Prior to joining Genzyme, he was a full-time staff physician at Brigham and Women's Hospital and the Dana-Farber Cancer Institute, where he still holds appointments. Dr. Goldberg is a board- certified medical oncologist and hematologist and has published more than 50 papers. In welcoming Dr. Goldberg to the Idera Board of Directors, Chairman Jim Geraghty said, "Mark is a recognized industry leader in the development of novel therapies for oncology and orphan diseases, and has been a driving force behind multiple clinically and commercially important products. His appointment brings new depth to the Idera Board, and will help guide both the execution of our ongoing programs and the strategic prioritization of the many additional clinical opportunities currently before us." In accordance with the Company's director compensation program, Dr. Goldberg will receive an annual cash retainer of $35,000 for service on the Board, which is payable quarterly in arrears. The strengthening of Idera's senior management team comes at a time of strong progress and momentum for the company, which recently announced the initiation of clinical development of its Toll-like receptor (TLR) antagonist IMO-8400 in Waldenstrom's macroglobulinemia. The Company's program is targeted to patients with the L265P oncogenic mutation of the MYD88 gene, which is highly characteristic of Waldenstrom's macroglobulinemia and is reportedly influenced by TLR activation. IMO-8400 blocks the activation of the TLR signaling pathway and represents a novel approach to the treatment of these patients. In addition to its clinical development in Waldenstrom's macroglobulinemia, Idera plans to submit a protocol to the FDA this quarter to conduct a Phase 1/2 trial in patients with diffuse large B-cell lymphoma (DLBCL). The L265P mutation of the MYD88 gene has been identified in approximately 30 percent of patients with the activated B-cell-like (ABC) type of DLBCL. In its autoimmune disease program, the Company is conducting a randomized, double-blind, placebo-controlled Phase 2 trial of IMO- 8400 in patients with moderate-to-severe plaque psoriasis. The Company expects to report data from this trial in the first half of 2014. In addition, Idera has begun a strategic review of orphan autoimmune indications with unmet needs that it believes are suited to Toll-like receptor (TLR) antagonist therapy, and expects to identify priority indications in early 2014. Additional information is available for free at: http://is.gd/kqhtoV About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. In the auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young LLP, in Boston, Mass., expressed substantial doubt about Idera's ability to continue as a going concern, citing recurring losses and negative cash flows from operations and the necessity to raise additional capital or alternative means of financial support, or both, prior to Dec. 31, 2013, in order to continue to fund its operations. The Company reported a net loss of $19.2 million on $51,000 of revenue in 2012, compared with a net loss of $23.8 million on $53,000 of revenue in 2011. Revenue in 2012 and 2011 consisted of reimbursement by licensees of costs associated with patent maintenance. The Company's balance sheet at Sept. 30, 2013, showed $39.57 million in total assets, $2.46 million in total liabilities, and stockholders' equity of $37.11 million. INFUSYSTEM HOLDINGS: Presented at Sidoti & Company Conference ------------------------------------------------------------- InfuSystem Holdings, Inc., furnished the U.S. Securities and Exchange Commission a copy of its investor presentation dated Jan. 13, 2014, used at the Sidoti & Company LLC Conference. The presentation discussed, among other things, Company overview and 2013 9-month financials, market trends, leadership and strategy. A copy of the presentation is available for free at: http://is.gd/1zZdDE About InfuSystem Holdings InfuSystem Holdings, Inc., operates through operating subsidiaries, including InfuSystem, Inc., and First Biomedical, Inc. InfuSystem provides infusion pumps and related services. InfuSystem provides services to hospitals, oncology practices and facilities and other alternate site healthcare providers. Headquartered in Madison Heights, Michigan, InfuSystem delivers local, field-based customer support, and also operates pump service and repair Centers of Excellence in Michigan, Kansas, California, and Ontario, Canada. Infusystem Holdings disclosed a net loss of $1.48 million in 2012, a net loss of $45.44 million in 2011 and a net loss of $1.85 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $76.39 million in total assets, $34.77 million in total liabilities and $41.62 million in total stockholders' equity. JAZZ PHARMACEUTICALS: S&P Affirms 'BB+' Secured Debt Rating ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB+' issue-level rating on Ireland-based pharmaceutical company Jazz Pharmaceuticals plc's (Jazz) secured debt, following the company's announced plans to upsize those obligations. S&P's recovery rating of '2' remains unchanged and reflects its expectation for substantial recovery (70%-90%) in the event of a default. Jazz plans to upsize the $200 million revolver by $175 million and draw down approximately $250 million on that facility, while also increasing the $556 million in term loan debt by up to $400 million. The company will use these funds together with cash on hand to fund the $1 billion acquisition of Gentium S.p.A. and the initial $125 million payment for the acquisition of the worldwide rights to the ADX-N05 compound, from Aerial BioPharma LLC S&P's corporate credit rating on Jazz anticipated a rise in leverage from debt-financed acquisitions and is unaffected by this transaction. The 'BB' corporate credit rating reflects S&P's view that the company's financial risk profile is "intermediate" and business risk profile is "weak". The intermediate financial risk profile reflects leverage of about 2.6x, as well as S&P's expectation for the company to maintain leverage below 3x. The weak business risk profile reflects the high degree of product concentration and limited scale partially offset by exceptionally strong profitability. RATINGS LIST Jazz Pharmaceuticals plc Corporate Credit Rating BB/Stable/-- Ratings Affirmed Jazz Pharmaceuticals Inc. Senior secured BB+ Recovery Rating 2 KEMET CORP: EVP and President KEMET Asia to Resign -------------------------------------------------- Robert R. Arguelles, executive vice president and president - KEMET Asia, notified KEMET Corporation of his decision to resign from the Company. Mr. Arguelles' resignation is effective as of Jan. 25, 2014. About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at Sept. 30, 2013, showed $880.21 million in total assets, $642.30 million in total liabilities and $237.90 million in total stockholders' equity. KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KEMET CORP: Royce & Associates Stake at 6.3% as of Dec. 31 ---------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Royce & Associates, LLC, disclosed that as of Dec. 31, 2013, it beneficially owned 2,872,254 shares of common stock of KEMET Corporation representing 6.37 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/QzgDI0 About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at Sept. 30, 2013, showed $880.21 million in total assets, $642.30 million in total liabilities and $237.90 million in total stockholders' equity. KEMET Corp disclosed a net loss of $82.18 million on $842.95 million of net sales for the fiscal year ended March 31, 2013, as compared with net income of $6.69 million on $984.83 million of net sales for the year ended March 31, 2012. For the six months ended Sept. 30, 2013, the Company incurred a net loss of $48.23 million on $415.46 million. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. KEYWELL LLC: Barnes & Thornburg Gets Okay as Environmental Counsel ------------------------------------------------------------------ Keywell L.L.C. obtained authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Bruce White and Barnes & Thornburg LLP as environmental counsel. As reported in the Troubled Company Reporter on Jan. 13, 2014, the Debtor requires Barnes & Thornburg to: (a) advise the Debtor with respect to any ongoing obligations and liability at its Atlanta, Georgia facility. The Debtor received a Notice of Noncompliance dated Aug. 7, 2013 from the Georgia Department of Natural Resources in regard to Permit GAR 050000, to which the Debtor submitted a response on Oct. 14, 2013; (b) advise the Debtor with respect to any ongoing obligations and liability at its Indian Trail and Monroe, North Carolina facilities. The Debtor received a Notice of Exceedance dated February 2011 from the North Carolina Department of Environmental and Natural Resources with regard to certain benchmark limits for metals and total suspended solids for scrap processing facilities under SIC 5093 in the general storm water permit NCG 2000000; and (c) advise the Debtor with respect to any ongoing obligations and liability at its Frewsburg, New York facility with regard to Landfill Site 907017 in the Town of Carroll, NY, and with regard to Active Remediation Site 907016 pursuant to an Order in Consent with the New York State Department of Environmental Conservation. Barnes & Thornburg will be paid at these hourly rates: Bruce White $475 Partners and Shareholders $400-$550 Associates $275-$375 About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. KEYWELL LLC: McDonald Hopkins Approved as Committee Counsel ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois authorized the Official Committee of Unsecured Creditors of Keywell, L.L.C. to retain McDonald Hopkins LLC as counsel, nunc pro tunc to Oct. 3, 2013. As reported in the Troubled Company Reporter on Oct. 29, 2013, the Business Restructuring and Bankruptcy Department of McDonald Hopkins will be paid at these hourly rates: David A. Agay, Member $525 Sean D. Malloy, Member $525 Scott N. Opincar, Member $500 Joshua A. Gadharf, Associate $310 T. Daniel Reynolds, Associate $215 Members $330 - $690 Of Counsel $305 - $650 Associates $200 - $380 Paralegals $165 - $265 Law Clerks $40 - $150 About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired Alvarez & Marsal North America, LLC, serves as financial advisors. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. KEYWELL LLC: Won't Employ Claims or Notice Agent ------------------------------------------------ Keywell L.L.C. seeks entry of an order excusing it from the requirement under the Local Rules to employ a claims or notice agent in its Chapter 11 Case. Local Rule 1007-2 provides that "[i]n all cases with more than 500 creditors, the debtor must file a motion to employ a notice or claims agent approved by the clerk to perform this function." The Debtor's estate is comprised of more than 500 creditors. The creditors, potential creditors, and other parties-in-interest to whom certain notices and voting documents must be sent in the Chapter 11 Case total in excess of 1000. Accordingly, the Debtor believes Local Rule 1007-2(B) is applicable. However, the Debtor submits that its Chapter 11 Case can proceed smoothly and efficiently without incurring the additional expenses associated with the employment of a separate claims or notice agent. Since the Petition Date, the Debtor has effectively communicated with creditors and other parties in interest and believes it is well situated to continue doing so. Moreover, the Debtor believes that either it -- or, in the event a liquidating plan of reorganization is confirmed and effectuated, a liquidating trustee -- will be able to adequately handle the claims resolution process (and prepare and maintain a claims register, if necessary) without the assistance of a separate claims or notice agent. Counsel for Keywell may be reached at: Howard L. Adelman, Esq. Erich S. Buck, Esq. Steven B. Chaiken, Esq. Alexander F. Brougham, Esq. ADELMAN & GETTLEMAN, LTD. 53 West Jackson Blvd., Suite 1050 Chicago, IL 60604 Telephone: (312) 435-1050 Facsimile: (312) 435-1059 About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. LDK SOLAR: Noteholders Agree to Forbear Payment Until Jan. 23 ------------------------------------------------------------- LDK Solar Co., Ltd., has entered into a new 15-day forbearance arrangement with holders of a majority in aggregate principal amount of its US$-Settled 10 percent Senior Notes due 2014. The new forbearance arrangement, which expires on Jan. 23, 2014, relates to the interest payment due under the Notes on Aug. 28, 2013. That interest payment is still unpaid. It is LDK Solar's intention to find a consensual solution to its obligations under the Notes as soon as possible and LDK Solar remains hopeful that it will be able to achieve that goal. As reported previously, LDK Solar has engaged Jefferies LLC as a financial advisor for strategic advice in connection with the Notes and LDK Solar's other offshore obligations. Holders of LDK Solar's offshore debt obligations may contact Augusto King at aking@Jefferies.com, or Steven Strom at sstrom@Jefferies.com, Lyndon Norley at lyndon.norley@Jefferies.com, or Richard Klein at rklein@Jefferies.com with any questions. Sidley Austin is acting as counsel to LDK Solar, led by Thomas Albrecht at talbrecht@sidley.com, and Timothy Li at htli@sidley.com. LDK Solar understands that Ropes & Gray is acting as counsel to a group of noteholders, led by Daniel Anderson (daniel.anderson@ropesgray.com) and Paul Boltz (paul.boltz@ropesgray.com). LDK Solar also understands that Houlihan Lokey has been engaged as financial advisor to that same group of noteholders; holders of the Notes may contact Brandon Gale at bgale@hl.com with any questions. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi- Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar Co disclosed a net loss of $1.05 billion on $862.88 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $608.95 million on $2.15 billion of net sales for the year ended Dec. 31, 2011. KPMG, in Hong Kong, China, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Group has a net working capital deficit and a deficit in total equity as of Dec. 31, 2012, and is restricted from incurring additional indebtedness as it has not met a financial covenant ratio as defined in the indenture governing the RMB-denominated US$-settled senior notes. These conditions raise substantial doubt about the Group's ability to continue as a going concern. LIGHTSQUARED INC: New Plan Draws Flak from ACE American ------------------------------------------------------- ACE American Insurance Co. filed an objection with the U.S. Bankruptcy Court in Manhattan to block the approval of the new bankruptcy plan proposed by LightSquared Inc. ACE said the new plan doesn't require LightSquared to comply with contractual obligations which, the firm pointed out, are conditions to coverage under an insurance policy it issued to the wireless communications company. The insurance firm said the company shouldn't be allowed to assume only a portion of the insurance policy and the agreements they made related to the policy. ACE also questioned a provision of the plan that "permits entities to pursue actions against the debtors limited solely to insurance proceeds." LightSquared earlier proposed a new plan with financing from Fortress Investment Group LLC, Melody Capital Advisors LLC, JPMorgan Chase & Co. and Harbinger Capital Partners. It would include a $2.75 billion in new loans and at least $1.25 billion in new equity investment. The new plan would pay secured lenders in full and give stakes in the reorganized LightSquared to its current shareholders. It is subject to approval of LightSquared's license application by the Federal Communications Commission, which regulates the spectrum the company is relying on to launch its wireless broadband network. Separately, a group of LightSquared's lenders said it intends to proceed with the confirmation of its proposed plan. The lenders' proposed plan is based on the $2.2 billion sale of LightSquared's so-called "LP" assets to a subsidiary of Dish Network Corp. The plan, if confirmed by the bankruptcy court, would end Philip Falcone's control of the company. ACE American is represented by: Karel S. Karpe, Esq. KARPELAW 44 Wall Street, 12th Floor New York, New York 10005 Tel: 212 461-2250 Fax: 646 304-7610 E-mail: kkarpe@karpelaw.com 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. LIGHTSQUARED INC: Falcone Didn't Know Ergen Was Buying Debt ----------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that hedge-fund Philip Falcone said he didn't know Dish Network Corp. Chairman Charles Ergen was buying up LightSquared debt in 2012 and 2013. Mr. Falcone was testifying at a trial to determine whether Mr. Ergen improperly acquired the debt for Dish and not himself. According to the report, in court, Mr. Falcone, whose Harbinger Capital Partners controls 85% of LightSquared's equity, was read emails he sent in 2012 and 2013 widely speculating who was behind the SP Special Opportunities LLC vehicle that was buying LightSquared's bank debt at the time. In various messages, Mr. Falcone speculated that Mr. Ergen could be behind the purchases but also said Carlos Slim, Cablevision Systems Corp.'s James Dolan, AT&T Inc. or others may have been the buyers. Mr. Falcone said he didn't realize it was definitely Mr. Ergen behind the SP vehicle until May 2013. LightSquared is suing Dish and Mr. Ergen over his purchases of LightSquared's bank debt, saying he actually bought it on behalf of Dish, which as a LightSquared competitor was prohibited from buying it, the report related. After the purchases, Dish then made a $2.2 billion offer for LightSquared's wireless spectrum, but dropped the bid last week. Mr. Ergen testified at the trial earlier this week, and on Jan. 16 was Mr. Falcone's turn. Even with the Dish bid gone, LightSquared still wants to prove the debt purchases were improper, which could allow LightSquared's junior creditors to recover more. Whether Mr. Falcone and LightSquared knew it was Mr. Ergen making the trades could become central to the case, the report said. Mr. Ergen said earlier this week that he intentionally tried to keep his trades confidential so he wouldn't drive the debt prices up. LightSquared lawyers have said in court that part of the reason Mr. Ergen kept quiet was because he was sidestepping the rules and acting in concert with Dish, not for himself. Mr. Falcone said he didn't find out about Mr. Ergen's trades until just before Dish made its bid last year, the report further related. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LUCAS-GUNN PROPERTIES: Sunset Cove Condo Units to Be Sold Feb. 7 ---------------------------------------------------------------- Real property of Lucas-Gunn Properties, LLC, will be sold to the highest and best bidder for cash at a trustee's sale on Feb. 7, 2014, at 10:30 a.m., prevailing time, at the at the front steps of the Union County Courthouse, 901 Main Street, Maynardville, Tennessee. Commercial Bank has demanded the real property be advertised and sold in satisfaction of $2,027,855 in debt. The property consists of Condominium Unit Nos. 211, 212, 213, 221, 222, 223, 224, 231, 232, 233 and 234, and all of Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14, 15, 16 and 17 in Sunset Cove Condominiums in Sharps Chapel, Tennessee. For more information, contact the Substitute Trustee: Gregory C. Logue WOOLF, McCLANE, BRIGHT, ALLEN & CARPENTER, PLLC Suite 900, 900 S. Gay Street P.O. Box 900 Knoxville, TN 37901-0900 Tel: (865) 215-1000 E-mail: glogue@wmbac.com MANTARA INC: Tiger to Conduct Online Sale for Assets on Jan. 21 --------------------------------------------------------------- By order of the U.S. Bankruptcy Court, Tiger Group's Remarketing Services Division is auctioning computer server and networking equipment, as well as designer office furniture and other office equipment formerly owned by the global electronic trading platform firm Mantara Inc. in an online sale that closes later this month. A below-market lease for the bankrupt company's Park Ave. penthouse office is also being offered in a separate sealed bid auction. Bidding is now underway on the former assets of the company at www.SoldTiger.com and will close online in rapid succession, live auction style, on January 21 at 10:30 a.m. (ET). The assets will be available for inspection at 215 Park Avenue South, Suite 2001, New York, N.Y., on January 20 from 10:00 a.m. to 4:00 p.m. (ET). In the sealed bid offering that closes at 3:00 p.m. (ET) on January 20, Tiger is offering, subject to Bankruptcy Court approval, the right and interest in the remaining below-market lease on Mantara's 4,700-square-foot � headquarters, which provides sweeping western views of Manhattan and New Jersey. The winning lease bidder will also retain the rights to the former tenant's $235,000 security deposit. "Sales of this nature are a great opportunity for businesses -- large and small -- to purchase late model office and computer equipment at discount auction prices," said Jeff Tanenbaum, president of Tiger Remarketing Services. More than 30 Apple, Dell, HP and Compaq computers and workstations will be offered in the online auction, along with over 75 large, HD flat panel monitors from Dell, HP, LG, and Asus, as well as more than 100 HP and Dell servers, including G7 and G8 models. A Dell projector system, an HD NTSC Video Conference System and other AV equipment will also be available. Office furnishings being offered include Knoll Generation executive chairs and Raynor Apollo chairs; double pedestal and U-shaped desks; conference tables and chairs; along with a stainless steel refrigerator and other break room/ kitchen equipment. Mantara Inc. voluntarily filed for Chapter 11 Bankruptcy Protection in October 2013 in the New York Southern Bankruptcy Court (case number 1:13-bk-13370). For a full description of the assets being auctioned and details on how to bid, visit: www.SoldTiger.com New York-based Mantara, Inc., sought protection under Chapter 11 of the Bankruptcy Code on Oct. 16, 2013 (Case No. 13-13370, Bankr. S.D.N.Y.). The case is before Judge Allan L. Gropper. The Debtor is represented by Wojciech F Jung, Esq., at Lowenstein Sandler LLP, in New York; and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey. Mantara listed assets of $12.9 million and debt totaling $8.4 million. Liabilities include $1.2 million owing to a secured lender. MASONITE INT'L: Moody's Rates New $100MM Add-On Unsec. Notes 'B3' ----------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Masonite International Corporation's proposed $100 million of 8.25% add-on senior unsecured notes due 2021. Concurrently, Moody's affirmed the company's B2 Corporate Family Rating, B2-PD Probability of Default Rating, B3 rating on its existing senior unsecured notes due 2021, and assigned a Speculative-Grade Liquidity ("SGL") Assessment of SGL-2. The rating outlook is stable. Proceeds from the proposed $100 million senior unsecured add-on notes due 2021 are expected to be used for general corporate purposes that may include funding future acquisitions. The B3 rating assigned to the proposed add-on senior unsecured notes, one notch below the Corporate Family Rating, reflects the notes' position as the junior-most debt in Masonite's capital structure. 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 B2; -- Probability of Default Rating affirmed at B2-PD; -- Proposed $100 million Senior Unsecured Notes due April 2021, assigned B3 (LGD4, 63%); -- Existing $375 million Senior Unsecured Notes due April 2021 affirmed at B3; LGD rate was changed to LGD4, 63% from LGD4, 65%; -- Speculative-Grade Liquidity Assessment, assigned SGL-2. Ratings Rationale Masonite's B2 Corporate Family Rating reflects the company's elevated debt leverage of 5.1x pro forma to the $100 million unsecured notes issuance. The debt leverage increases by close to 1 turn as a result of this transaction. Moody's projects the company's debt/EBITDA to remain above 4x through 2014. However, the aforementioned leverage metrics are not pro forma for the acquisitions completed in 2013 nor do they incorporate any future acquisitions. The B2 Corporate Family Rating also takes into consideration Masonite's thin operating margins and its difficulty generating significant earnings and free cash flow. In addition, incremental interest expense of approximately $8 million associated with the add-on notes will prevent the company from materially improving its adjusted EBITA interest coverage, which is expected to be around 1.7x by the end of 2014 from estimated 1.1x for 2013 (all ratios incorporate Moody's standard accounting adjustments). Although the proposed add-on notes will enhance near-term liquidity, we expect the proceeds to ultimately be used primarily to finance future acquisitions. The rating is supported by Moody's view that Masonite's end markets including new home construction and repair & remodeling markets will continue to grow in 2014. Moreover, the B2 Corporate Family Rating considers the company's global diversification, broad product offering, and long-standing relationships with large retailers. Moody's also acknowledges that as a result of facility consolidations and investments in automation, Masonite will be well-positioned to increase operating leverage once volumes return to more normalized levels. The stable outlook reflects Moody's expectation that Masonite's key end markets continue to show strength and that the company's liquidity as well as lack of near-term maturities provide sufficient flexibility to support growth initiatives. Moody's does not anticipate favorable ratings movement until the company can improve operating profitability such that it generates at least a mid-to high-single digit EBITA margin. Over the longer term, if adjusted debt leverage can be sustained below 4.5x debt- to-EBITDA and EBITA interest coverage begins to approach 2.5x, a positive rating action may be considered. In addition, growth in the company's end markets is an important consideration for potential upgrade. The ratings could be downgraded if the company fails to demonstrate that its acquisition strategy has been successful. If the company cannot maintain debt-to-EBITDA below 5.5x or is unable to improve interest coverage such that EBITA-to-interest expense is greater than 1.25x, the ratings may come under pressure. Masonite International Corporation (NYSE: DOOR), headquartered in Tampa, FL, through its operating subsidiaries, is one of the largest manufacturers of doors in the world. It offers both interior and exterior doors for residential and commercial end uses. Revenues for 2013 are estimated to be $1.7 billion. MCCLATCHY CO: Royce Owns 5.3% of Class A Shares as of Dec. 31 ------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Royce & Associates, LLC, disclosed that as of Dec. 31, 2013, it beneficially owned 3,236,993 shares of Class A common stock of The McClatchy Company representing 5.26 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/ccJIih About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The McClatchy incurred a net loss of $144,000 in 2012, as compared with net income of $54.38 million in 2011. The Company's balance sheet at Sept. 29, 2013, showed $2.60 billion in total assets, $2.54 billion in total liabilities and $60.25 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MDU COMMUNICATIONS: Inks Follow-On APA with AM3 ----------------------------------------------- MDU Communications International, Inc., and its wholly-owned subsidiary, MDU Communications (USA) Inc., on Sept. 4, 2013, entered into an Asset Purchase Agreement with Access Media 3, Inc., whereby AM3 would acquire the assets associated with the Subsidiary's business in its Midwest, Southeast, South Central and Mid-Atlantic regions. The September Agreement closed on Oct. 22, 2013. On Dec. 30, 2013, the Company and the Subsidiary entered into a follow-on Asset Purchase Agreement with AM3 for the remainder of the assets of the Subsidiary. The December Agreement covered the assets associated with the Subsidiary's business in its Northeast and California regions. The December Agreement included 8,745 subscribers in these two regions, which is a decrease from the previously disclosed subscriber number for these regions of 13,172, due to attrition in the subscriber base and the non- transferability of 3,190 subscribers. The December Agreement is at a per subscriber purchase price of $493.47. Collectively, the September and December Agreements cover substantially all of the assets of the Company and the Subsidiary. Upon closing of the December Agreement, there was an immediate transfer of 3,091 subscribers to AM3 for a purchase price of $1,625,315, less a 5 percent holdback. Thereafter, but no later than 270 days, AM3 will acquire, in a series of subsequent closings, the additional 5,654 subscribers for up to $2,790,079. To receive the maximum $2,790,079 in proceeds, the Subsidiary must obtain (i) written consents to assignment on all property right of entry agreements that require consent, and (ii) term extensions for all right of entry agreements with less than one year contractual term remaining. The $2,790,079 has been placed in escrow by AM3 to fund the subsequent closings. The Company and Subsidiary make no representation that all, or even substantially all, of the $2,790,079 proceeds will be received due to (i) and (ii) above. The entire $1,544,050 received purchase price from the initial closing of the December Agreement was applied to the outstanding balance of the Subsidiary's Sept. 11, 2006, Amended and Restated Loan and Security Agreement, a secured credit facility with secured creditors FCC, LLC, d/b/a First Capital, and Full Circle Capital Corporation, which had a calculated balance of $29,194,224 prior the application of any proceeds from either the September or December Agreements. The Subsidiary has scaled back staff and operations to only critical functions to fulfill its obligations under the September and December Agreements to obtain consents to assignment and right of entry agreement extensions, oversee AM3's obligations under the temporary management agreement, and to perform certain basic accounting and corporate functions. On Dec. 5, 2013, the Subsidiary and AM3 entered into a First Subsequent Closing under the September Agreement, and, on Jan. 3, 2014, the Subsidiary and AM3 entered into a Second Subsequent Closing under the September Agreement. As of January 3, 2014, collective proceeds in the amount of $16,490,351 have been received under the September Agreement from AM3 and applied to the balance of the Loan Agreement. Due to (i) the reduction in the number of subscribers to be sold under the December Agreement, resulting in a lower maximum potential purchase price from the December Agreement, (ii) purchase price recovery from subsequent closings under the September and December Agreements being lower than the respective maximum purchase prices because of non-consenting and non-renewing right of entry agreements, (iii) the ongoing operating costs associated with the Subsidiary without any offsetting revenue, and (iv) the administration and interest expense of the Loan Agreement until repayment, it is expected that the total proceeds received pursuant to the September and December Agreements will not be sufficient to repay in full the outstanding balance of the secured Loan Agreement. About MDU Communications Totowa, New Jersey-based MDU Communications International, Inc., is a national provider of digital satellite television, high-speed Internet, digital phone and other information and communication services to residents living in the United States multi-dwelling unit market -- estimated to include 32 million residences. For the six months ended March 31, there was $152,000 in operating income and a net loss of $1.5 million on revenue of $12 million. The Company reported a net loss of $6.4 million on $27.3 million of revenue for fiscal year ended Sept. 30, 2012, compared with a net loss of $7.4 million on $27.9 million of revenue for 2011. As of June 30, 2013, MDU Communications had $16.70 million in total assets, $32.23 million in total liabilities and a $15.53 million total stockholders' deficiency. "In order for the Company to continue operations, it needs to raise additional capital, sell assets or merge with another entity. The Company has been actively pursuing various initiatives aimed at resolving its need for additional capital, namely asset sales and/or a merger. The asset sale negotiations have met with some success with proceeds supplementing cash flow and reducing the Credit Facility, but negotiations have not yet resulted in larger asset sales. On July 9, 2012, the Company executed a merger agreement with Multiband Corporation ("Multiband"), whereby the Company would effectively become an operating subsidiary of Multiband. The merger agreement and negotiations were terminated by Multiband on May 22, 2013 when Multiband entered into an agreement for itself to be acquired. The Company's ability to close large asset sales or to consummate a merger remains uncertain. Unless the Company is able, in the near-term, to raise additional capital, close additional asset sales or enter into a merger, there is substantial doubt about the Company's ability to continue as a going concern," according to the Company's quarterly report for the period ended June 30, 2013. CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about MDU's ability to continue as a going concern following the financial results for the year ended Sept. 30, 2012. The independent auditors noted that the Company has incurred significant recurring losses, has a working capital deficit, and an accumulated deficit of $75 million at Sept. 30, 2012. They also noted that the Company's $30 million Credit Facility matures on June 30, 2013. MOUNTAIN MELODY: Motel, Others to Be Sold at Feb. 7 Auction ----------------------------------------------------------- Assets of Mountain Melody Partnership, Smoky Meadows Lodge Inc. and their general partners will be sold in a foreclosure sale after they were declared in default under promissory notes issued in favor of Tennessee State Bank. Assets to be sold include a motel and leasehold property interests in parcels of lot at Pigeon River Park Subdivision in Sevier County, Tennessee. One of the parcels is part of the property leased to Parkway Fuel Services, Inc. The sale will be held Feb. 7, 2014, commencing at 11:30 a.m., Eastern Time, at the front door of the Sevier County Courthouse, fronting Court Avenue, with an address of 125 Court Avenue, Sevierville, Sevier County, Tennessee. Mountain Melody Partnership, (whose sole general partners are Edith Carver, James Allen Carver and Debbie A. Carver) and Luther Carver and wife, Edith Carver executed a Deed of Trust in favor of Tennessee State Bank, dated Feb. 18, 1994 -- 1994 Deed of Trust -- encumbering leasehold and fee interests in the various parcels of real property described in the 1994 Deed of Trust to secure a promissory note executed by Mountain Melody Partnership et al. in the original principal amount of $3,000,000. Lanning P. Wynn is the trustee in this deal. Meanwhile, Luther Carver and wife, Edith Carver and Smoky Meadows Lodge, Inc. executed a Leasehold Deed of Trust with Assignment of Rents and Leases in favor of Tennessee State Bank, dated April 24, 1995 -- April 1995 Leasehold Deed of Trust -- further encumbering the leasehold interests in a parcel of property described in the 1994 Deed of Trust to secure a promissory note executed by the Carvers and Smoky Meadows Lodge, Inc. in the original principal amount of $2,438,000. A. Randolph Sykes is the trustee in this deal. Mountain Melody Partnership also executed a Deed of Trust in favor of Tennessee State Bank, dated April 24, 1995 -- April 1995 Deed of Trust -- further encumbering the leasehold and fee interests in the various parcels of real property described in the 1994 Deed of Trust to secure the April 1995 Note. Randolph Sykes is the trustee in this deal. The 1994 Deed of Trust was partially subordinated to the lien of the April 1995 Leasehold Deed of Trust pursuant to a Subordination Agreement as to a Portion of the Collateral Described in the Subordinate Deed of Trust dated April 24, 1995. The 1994 Deed of Trust also was modified by Modification Agreement dated July 21, 1995. Thereafter, Edith Carver, single and Smoky Meadows Lodge executed a Leasehold Deed of Trust in favor of Tennessee State Bank, dated Oct. 8, 1999 -- 1999 Leasehold Deed of Trust -- further encumbering the leasehold interests in a parcel of property described in the 1994 Deed of Trust to secure a promissory note executed by Smoky Meadows Lodge in the original principal amount of $106,596. Sykes & Wynn, PLLC is the trustee in this deal. The 1994 Deed of Trust, the April 1995 Leasehold Deed of Trust and the April 1995 Deed of Trust have been further modified several times by Modification Agreements. Tyler C. Huskey has been appointed Successor Trustee under the various Trusts, in the place and stead of Lanning P. Wynn; A. Randolph Sykes; and Sykes & Wynn, PLLC. James Allen Carver, Edith Carver and Mountain Melody Partnership executed a Leasehold Deed of Trust in favor of Tennessee State Bank, dated Dec. 20, 2013, encumbering the leasehold interests in the real property described therein to secure the balance due on the 1994 Note and the April 1995 Note. Tyler C. Huskey is the trustee in this deal. The 1994 Note is past due and Mountain Melody Partnership and the Carvers are in default in the performance of the covenants, terms and conditions of the 1994 Note. The debt has been duly accelerated and is immediately due and payable to Tennessee State Bank. The April 1995 Note is past due and Smoky Meadows Lodge and the Carvers are in default in the performance of the covenants, terms and conditions of the April 1995 Note. The debt has been duly accelerated and is immediately due and payable to Tennessee State Bank. The Trustee may be reached at: Tyler C. Huskey GENTRY, TIPTON & MCLEMORE, P.C. 2430 Teaster Lane, Suite 210 Pigeon Forge, TN 37863 Tel: (865) 525-5300 MRI SOFTWARE: S&P Assigns Prelim. 'B' CCR; Outlook Stable --------------------------------------------------------- Standard & Poor's Rating Services assigned Cleveland-based MRI Software LLC a preliminary 'B' corporate credit rating. The outlook is stable. At the same time, S&P assigned a preliminary 'B+' issue-level rating with a preliminary recovery rating of '2' to the company's proposed $165 million senior secured first-lien credit facilities, comprising a $15 million revolving credit facility due 2019 and a $150 million first-lien term loan due 2021. The '2' preliminary recovery rating indicates S&P's expectation for substantial (70% to 90%) recovery of principal in the event of a default. All ratings are based on preliminary documentation and are subject to review of final documents. The company will use the proceeds from the $150 million proposed senior secured first-lien term loan and a proposed $65 million second-lien term loan (unrated) to fund a $187 million dividend to its financial sponsor and repay existing debt. S&P's ratings on MRI Software reflect its "weak" business risk profile and "highly leveraged" financial risk profile (as defined by S&P's criteria). S&P's business risk assessment is based on the company's limited scale in the enterprise software industry, niche market focus in the real estate end market, and narrow product offerings. These factors are partially offset by the company's low customer concentration risk, as its top 10 customers account for 13% of total recurring revenue, and no single customer accounts for more than 3% of total recurring revenue. Additional factors that provide partial offsets include high levels of recurring revenue from long-term customer contracts, a customer retention rate of about 93%, and good operating profitability with EBITDA margin near the 40% area. Other factors that contribute to S&P's assessments of MRI Software's business risk profile are its "very low" country risk and "intermediate" industry risk. Additionally, S&P views the company's absolute profitability as "average" for the enterprise and consumer software industry. S&P views the company's volatility of profitability as "fair." MRI Software provides enterprise software applications to the commercial and residential real estate industry. The company is a small player in the enterprise software industry with revenue of about $82 million in 2013, and competes against larger players with greater financial resources such as Oracle Corp.'s JD Edwards and Yardi Systems Inc. (unrated) in the commercial segment and Infor Inc.'s AMSI and RealPage Inc. in the residential segment. MRI Software's product portfolio is narrow with its main product delivering accounting and property management solutions to its customers and representing majority of its revenues. Partially offsetting these risks are the company's high recurring revenue from long-term contracts, software-as-a-service (SaaS) and maintenance and support services accounting for about 86% of total revenues, and a good customer retention rate at about 93%. The company's EBITDA margin improved over the past three years, to about 40% in 2013 from about 20% in 2010, primarily due to its focus on cost control since its spin-off from Intuit in early 2010, and also attributable to cost synergies from the integration of three acquisitions made in 2011. S&P expects MRI Software's revenue growth to be in the low-single-digit percentage area over the next 12 months, primarily from the company's SaaS product offering, and its EBITDA margin to remain at about 40% over the same period. MUSCLEPHARM CORP: Amends Quarterly Reports to Correct Error ----------------------------------------------------------- MusclePharm Corporation filed amendments to its quarterly reports on Form 10-Q for the periods ended June 30, 2013, and Sept. 30, 2013, to correct an error in the calculation of sales concentration by customer in Note 2 of the Consolidated Financial Statements. No other modifications or changes have been made to the Forms 10-Q. Copies of the amended Quarterly Reports are available for free at: http://is.gd/A0Mw8t http://is.gd/eS95H3 About MusclePharm Headquartered in Denver, Colorado, MusclePharm Corporation (OTC BB: MSLP) -- http://www.muslepharm.com/-- is a healthy life- style company that develops and manufactures a full line of National Science Foundation approved nutritional supplements that are 100 percent free of banned substances. MusclePharm is sold in over 120 countries and available in over 5,000 U.S. retail outlets, including GNC and Vitamin Shoppe. MusclePharm products are also sold in over 100 online stores, including bodybuilding.com, Amazon.com and Vitacost.com. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $13.72 million. MusclePharm incurred a net loss of $18.95 million in 2012, a net loss of $23.28 million in 2011, and a net loss of $19.56 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $41.54 million in total assets, $18.87 million in total liabilities and $22.67 million in total stockholders' equity. NATIONAL MENTOR: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on Boston-based National Mentor Holdings Inc. The outlook is stable. S&P also assigned a 'B+' issue-level rating to the company's senior secured credit facility, which includes a $100 million revolving credit facility and $560 million term loan. The recovery rating on the facility is '2', indicating substantial (70%-90%) recovery in the event of payment default. S&P also affirmed the 'CCC+' issue-level rating on the company's existing $250 million senior unsecured notes. "The ratings on National Mentor reflect our view of the company's business risk profile as 'weak,' reflecting its position in the highly fragmented and competitive behavioral health care market and exposure to potential third-party reimbursement reductions," said credit analyst Tahira Wright. "The ratings also reflect the company's 'highly leveraged' financial risk profile given its heavy debt burden, with leverage of nearly 6x in 2014. National Mentor is a provider of services to individuals with intellectual and developmental disabilities (I/DD), post-acute specialty rehabilitation services (SRS) for individuals with acquired brain injuries, and services for at-risk youth (ARY)." S&P's stable outlook reflects its expectation that the company will continue to pursue acquisitions rather than debt repayment. Given S&P's expectations for modest EBITDA we believe credit metrics will remain largely unchanged over the next year. Downside scenario S&P could lower its rating in the event the company is unable to generate enough cash to meet its operating and capital needs over a sustained period, and S&P revises its view of liquidity to "weak" from "adequate". This could result from a decline in revenue and EBITDA margin contraction of more than 300 basis points (bps). Such an occurrence, while S&P views unlikely, could be tied to more significant reimbursement pressures or inadequate cost-containment efforts. Upside scenario A higher rating is unlikely given S&P's expectation that the company will continue to operate with a highly leveraged financial risk profile over the next few years. However, S&P could raise its rating if the company reduces and maintains leverage to below 5x. Lower leverage could be achieved through margin expansion of about 300 bps. NEWPAGE CORP: S&P Rates $750MM Sr. Secured Loan 'B+' ---------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' issue-level rating, with a '3' recovery rating, to Miamisburg, Ohio-based paper manufacturer NewPage Corp.'s proposed $750 million seven-year senior secured term loan. The '3' recovery rating indicates S&P's expectation that lenders would receive meaningful (50%-70%) recovery of principal in the event of a payment default. S&P also placed the issue-level rating on CreditWatch with negative implications, due to the possibility that the rating and S&P's recovery analysis could be adversely affected upon the consummation of NewPage's previously announced agreement and plan of merger with Verso Paper Holdings LLC. NewPage Corp. plans to enter into the new senior secured credit facilities to repay its existing debt and fund a dividend to its shareholders. The new and existing ratings on NewPage reflect S&P's view that following the proposed dividend recapitalization NewPage's leverage will remain below 4x, supportive of S&P's "significant" financial risk assessment and 'B+' corporate credit rating. The existing ratings remain on CreditWatch with negative implications because a successfully completed acquisition of NewPage by Verso Paper, as proposed in recent public filings, could result in a lowering of the 'B+' corporate credit rating on NewPage by one or two notches. Ratings List NewPage Corp. Corporate Credit Rating B+/Watch Neg/-- NewPage Corp. $750 mil seven-yr sr secd term ln B+ Recovery Rating 3 OVERSEAS SHIPHOLDING: Expects $32MM Savings From Outsourcing Deal ----------------------------------------------------------------- Overseas Shipholding Group, Inc. said certain of its subsidiaries that own or charter-in 33 vessels in OSG's international flag fleet intend to outsource certain management services, including, but not limited to, the technical management, certain aspects of commercial management and crew management of the Core International Flag Fleet to V.Ships UK Limited, a third party ship manager. OSG expects significant reductions in costs, streamlining of internal resources and increased vessel returns through the contemplated outsourcing. Savings from the outsourcing arrangement are targeted at approximately $32 million on an annualized basis once the outsourcing is fully implemented. OSG anticipates that the outsourcing will be completed by approximately June 30, 2014. OSG expects to incur approximately $34 million in total one-time expenses related to the transition to the outsourcing arrangement. Of this estimated $34 million amount, approximately $21 million is expected to be related to one-time employee transition and termination benefits and similar transition and termination costs, and approximately $13 million is expected to be related to one- time set-up, wind-down and transition costs. The outsourcing contract with V.Ships is subject to the approval of the Bankruptcy Court. OSG has filed court papers seeking approval of the deal. A hearing will be held February 3, 2014, on the matter. 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. (OTC: OSGIQ), 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: Board OKs $6MM Transition Incentive Program ----------------------------------------------------------------- Overseas Shipholding Group, Inc. said that on January 7, 2014, the company's Board of Directors and the Compensation Committee of the Board approved a transitional incentive program for certain non- executive employees. OSG has determined to restructure and streamline its international operations by outsourcing certain management services of certain vessels in OSG's Core International Flag Fleet. To achieve this restructuring, OSG requires the commitment of the employees whose responsibilities will ultimately be outsourced or rendered unnecessary by virtue of the outsourcing. The Transition NEIP is a broad-based plan intended to offer compensation incentives to substantially all of the non-executive Transitional Employees (the "Eligible Employees") upon their achievement of specific objectives (the "Objectives") related to the operations and restructuring of OSG's international operations. OSG has specifically excluded executive officers and employees who will remain with OSG's international operations from participation in the Transition NEIP in order to reduce the overall cost of the plan, and the outsourcing and restructuring does not involve OSG's U.S. Flag operations. For Eligible Employees most critical to the Objectives, the annualized target award is 75% of base salary; in the next tier, the annualized target award is 55% of base salary; the remaining incentive tiers correspond to annualized target awards of 40%, then 25% of base salary. The total estimated cost of the incentive payments to be offered under the Transition NEIP, assuming all Eligible Employees participate and all of the Objectives are timely achieved, is approximately $5 million. The Transition NEIP also includes an additional amount of approximately $1 million to be allocated among Transition NEIP participants as needed based on personnel attrition, assumption of additional responsibilities, or other relevant events as determined by OSG and its affiliates. On this basis, the total estimated cost of the Transition NEIP is approximately $6 million. The Transition NEIP is subject to the approval of the Bankruptcy Court. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), 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. PLUG POWER: Offering $30 Million Worth of Common Stock ------------------------------------------------------ Plug Power Inc. has priced an underwritten registered offering of 10,000,000 shares of its common stock and accompanying warrants to purchase 4,000,000 shares of its common stock. The shares and the warrants will be sold together in a fixed combination, with each combination consisting of one share of common stock and 0.40 of a warrant to purchase one share of common stock, at a price to the public of $3.00 per fixed combination for gross proceeds of $30 million. The securities were placed with a single investor. The warrants will have an exercise price of $4.00 per share, are immediately exercisable and will expire on Jan. 15, 2019. Cowen and Company, LLC, is acting as the sole underwriter for the offering. Net proceeds, after underwriting discounts and commissions and other estimated fees and expenses payable by Plug Power, and assuming the warrants are not exercised, will be approximately $28 million. Plug Power intends to use the net proceeds of the offering for working capital and other general corporate purposes including, capital expenditures. A copy of the Underwriting Agreement dated as of Jan. 10, 2014, by and between Plug Power Inc. and Cowen and Company is available for free at http://is.gd/n4rJX4 About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. As of Sept. 30, 2013, the Company had $40.03 million in total assets, $35.36 million in total liabilities, $2.45 million in series C redeemable convertible preferred stock, and $2.21 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to meet our future liquidity needs, capital requirements, and to achieve profitability will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations without additional external financing and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. PLYGEM HOLDINGS: Investor Presentations Held -------------------------------------------- Ply Gem Holdings, Inc., participated in lender presentations associated with the marketing of a new $380 million senior secured term loan facility expected to mature in 2021. The materials used during the presentations can be accessed under the "Events & Presentations" header of the "Investor Relations" section of the Company's Web site at www.plygem.com, a copy of which is available for free at http://is.gd/2PmO1d About Ply Gem Based in Cary, North Carolina, Ply Gem Holdings Inc. is a diversified manufacturer of residential and commercial building products, which are sold primarily in the United States and Canada, and include a wide variety of products for the residential and commercial construction, the do-it-yourself and the professional remodeling and renovation markets. Ply Gem Holdings incurred a net loss of $39.05 million in 2012, as compared with a net loss of $84.50 million in 2011. The Company's balance sheet at Sept. 28, 2013, showed $1.08 billion in total assets, $1.12 billion in total liabilities and a $37.69 million total stockholders' deficit. * * * In May 2010, Standard & Poor's Ratings Services raised its (unsolicited) corporate credit rating on Ply Gem to 'B-' from 'CCC+'. "The ratings upgrade reflects our expectation that the company's credit measures are likely to improve modestly over the next several quarters to levels that we would consider more in line with the 'B-' corporate credit rating," said Standard & Poor's credit analyst Tobias Crabtree. QUANTUM FUEL: Iroquois, et al., to Sell 1.3-Mil. Common Shares -------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission to register a total of 1,347,713 shares of common stock for resale by Iroquois Master Fund, Ltd., Rockmore Investment Master Fund Ltd., Richard Niemiec, et al. The shares of common stock are issuable upon the exercise of warrants, of which (i) 1,164,441 were issued in a private placement transaction that the Company completed in three tranches on June 22, 2012, June 28, 2012, and July 25, 2012, (ii) 134,998 were issued in a private placement transaction the Company completed on Nov. 2, 2011, and (iii) 48,274 were issued in a private placement transaction the Company completed on Oct. 27, 2006. The Company is not selling any shares of common stock in this offering and, therefore, will not receive any proceeds from this offering. If any of the warrants are exercised (excluding warrants exercised on a cashless basis, if applicable), the Company will receive the exercise price of the warrants. The Company will bear all of the expenses and fees incurred in registering the shares offered by this prospectus. The Company's common stock is quoted on The Nasdaq Capital Market under the symbol "QTWW." The last reported sale price of the Company's common stock on Jan. 9, 2014, was $7.52 per share. A copy of the Form S-3 is available for free at: http://is.gd/nLCvdX About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel disclosed a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.64 million in total assets, $50.27 million in total liabilities and $10.36 million in total stockholders' equity. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company does not have sufficient existing sources of liquidity to operate its business and service its debt obligations for a period of at least twelve months. These conditions, along with the Company's working capital deficit and recurring operating losses, raise substantial doubt about the Company's ability to continue as a going concern. RADIOSHACK CORP: Appoints Retail Industry Veteran as CFO -------------------------------------------------------- RadioShack Corporation appointed specialty retail industry veteran John W. Feray as its new executive vice president and chief financial officer effective Feb. 6, 2014. Mr. Feray joins RadioShack from Dollar General Corporation, the nation's largest small-box discount retailer with over 11,000 locations, where he has been senior vice president - Finance and Strategy since 2008 under both private equity ownership and as a public company. With responsibility for financial planning and analysis, long-term strategic planning, real estate market planning and operational improvement activities, he has been a key contributor to Dollar General's growth. He also played an integral role in the development of the Dollar General strategies for their successful return to the public markets in 2009. Joseph C. Magnacca, chief executive officer, said, "We are extremely pleased to have a finance professional with John's experience join us as we move forward with our turnaround plan. John worked as a key member of the finance team that was responsible for the significant financial improvement at Dollar General, and has the strong operational orientation needed to contribute to our strategic efforts. We will benefit from his leadership and insight as we look to increase our operational efficiency and re-build the business in 2014 and beyond." Mr. Feray said, "I look forward to working with Joe and the entire RadioShack team on the transformation of this iconic American retailer. I believe my experience at Dollar General is directly applicable to RadioShack and I am delighted to have the opportunity to help the Company accomplish the turnaround plan that is underway." Prior to joining Dollar General, Mr. Feray served as senior vice president and chief financial officer of First American Payment Systems. Before that he spent several years as senior vice president and chief financial officer of Haggar Corporation, the menswear manufacturer and retailer. During his tenure, he oversaw Haggar's transition from a public to a privately owned enterprise. He has an extensive background in financial management which began at Arthur Andersen where he served as an audit manager. Mr. Feray is a graduate of Sam Houston State University and a Certified Public Accountant. Mr. Feray is the latest addition to the Company's new leadership team, which over the last year, has included a new chief marketing officer and chief merchandising officer as well as senior vice presidents of Store Concepts, Franchise, Global Sourcing, and Inventory Planning and Allocation. RadioShack's Interim CFO Holly Etlin will continue to work with the Company as a member of the AlixPartners team advising the company on its operational turnaround. In connection with Mr. Feray's appointment as executive vice president, chief financial officer of the Company, he will receive the following: Base Salary $550,000 per year Sign-On Bonus $450,000 paid within two weeks of start date Restricted Stock 250,000 Stock Options 600,000 Additional information is available for free at: http://is.gd/nThDNk About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.60 billion in total assets, $1.21 billion in total liabilities and $394 million in total stockholders' equity. * * * As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings Services raised the corporate credit rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'CCC'. "The upgrade reflects an improved liquidity position with a recent financing that increased funded debt by $125 million and increased the company's revolving credit borrowing capacity, which improved the company's liquidity by approximately $200 million," said credit analyst Charles Pinson-Rose. In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on RadioShack Corporation. The IDR reflects the significant decline in RadioShack's profitability and cash flow, which has become progressively more pronounced over the past two years. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. REGAL FOREST: Fitch Assigns BB- Local Curr. Issuer Default Rating ----------------------------------------------------------------- Fitch Ratings has assigned the following ratings to Regal Forest Holding Co. Ltd (RFH or Grupo Unicomer): -- Local currency Issuer Default Rating (IDR) 'BB-'; -- Foreign currency IDR 'BB-'; -- Proposed up to USD300 million senior unsecured notes due up to 2024 'BB-(exp)'. The Rating Outlook is Stable. The ratings reflect the company's leading business position in most of the 16 countries in Central America and the Caribbean and in two countries in South America, where the company has presence, through 827 units with 13 different store brands that sell consumer durable products. The ratings incorporate Grupo Unicomer's track record of stable operational results based on a business model that targets low-income to middle-income segments, which represent the majority of population in countries where the company operates, through several retail formats. The ratings consider the support and solid financial position of its shareholders Milady Group (Milady) from El Salvador and El Puerto de Liverpool (Liverpool) from Mexico (rated 'AAA(mex)'). Supporting the ratings is the company's positive cash generation throughout the business cycle. Grupo Unicomer's ratings are constrained by the company's growth strategy through acquisitions, which has resulted in about USD216.5 million of working capital and USD94.8 million of Capex investments during the past 4.5 years. Ratings also factor in the credit risk exposure from its consumer finance business model with around 38% overdue accounts receivable as of Sept. 30, 2013 (past due accounts for 90 days or more were 5.4%); this risk is mitigated somehow by the company's track record of its collection procedures and the portfolio yield strategies. The Stable Outlook incorporates the view that Grupo Unicomer's credit profile will remain stable in the medium term. Adjusted debt to EBITDAR is expected to remain stable at approximately 4.0 times (x) in the following years, absent additional acquisitions, in addition to stable portfolio credit quality. Key Rating Drivers: Geographic and Format Diversification Supports Predictable Results Grupo Unicomer's business model provides important integration and synergies among its retail division through a purchasing and logistic company that allows the company to be an efficient operator in many countries and having a competitive advantage in small territories such as those in the Caribbean through ownership or long term leases of prime spots in the islands. Geographic diversification allows the company to have a diverse revenue base due to different dynamics in each of the countries where RFH has presence. Different sources of revenue through product sales, extended warranties, consumer finance, and insurance products provide stability along with the wide array of products that the company offers (electronics, motorcycles, furniture, eyewear, etc.) Growing Business - 2014 Revenue Growth Expected Around 17.5% The company's operations have maintained a growing trend, with consolidated revenues of USD1.4 billion as of Sept. 30, 2013, representing a compound annual growth rate (CAGR) of 25.7% in the 2010-2013 period. Fitch expects that the company will continue benefiting from positive demand trends in discretionary products in the markets where it operates. During fiscal year ended 2014, Fitch projects the company's revenues will grow by approximately 17.5% due to the full year consolidation of recently acquired Gollo in Costa Rica, which only contributed 6.5 months during the fiscal year ended in March 2013. Fitch expects consolidated EBITDAR margin will range between 16% and 17% as a result of Gollo's full year incorporation. Grupo Unicomer's Shareholders' Solid Position and Positive FFO and CFO provide Financial Strength The ratings consider the support and solid financial position of its shareholders Milday (50%) and Liverpool (50%) with proven track record in retail since 1847. Milady's Portfolio includes department store chains and all Inditex's franchises in Central America. Liverpool, a department store with 101 units and 21 shopping malls in Mexico had USD5.6 billion in total revenues in the last 12 months (LTM) ended in September 2013 with USD1.0 billion of EBITDAR in the same period. Total assets were USD7.0 billion with USD4.0 billion in equity. Total adjusted debt/EBITDAR of 1.3x LTM ended in September 2013. The ratings incorporate Grupo Unicomer's positive FFO and CFO generated throughout the business cycles. The company's cash flow is supported by its profitability and cost controls. Historically, CFO has been sufficient to fund capex and dividend payments; acquisitions of retail chains in Central and South America and the Caribbean have been financed mostly with debt. In 2010 and 2006, the company received equity injections of USD109 million and USD35 million, respectively, which was used to strengthen RFH financial position. Aggressive Growth Strategy Through Acquisitions Historically, Grupo Unicomer has grown through acquisitions; it started in 2000 with the acquisition of Dutch Group CETECO's Central America operations, La Curacao and Tropigas; in 2006 Regal acquired Courts Plc's Caribbean operations. In 2011, the company acquired Artefacta in Ecuador and in 2012 Gollo in Costa Rica. This growth resulted in about USD253.1 million of working capital and USD103.3 million of Capex investments since year-end 2010. This situation of rapid growth constrains the ratings, given that it has been financed mostly with debt, although the shareholders contributed USD109 million in equity in 2010. Total lease adjusted debt to EBITDAR (EBITDA including operating leases) was 4.2x in last 12 months (LTM) ended Sept. 30, 2013; at the end of fiscal year (FY) ended March 2013, 2012, 2011 and 2010 were 4.6x, 3.8x, 3.5x, and 5.0x, respectively. Negative Free Cash Flow (FCF) in Past Two Years The company has recorded negative FCF during the past two years, due to the deployment of its expansion strategy. RFH generated negative FCF of approximately USD7.2 million and USD32.1 million in fiscal years ended March 2013 and March 2012, respectively. This was the result of the integration of the recently acquired operations which required working capital and capex investments. Fitch's calculation of FCF considers cash flow from operations less capital expenditures less distributed dividends. FCF is expected to turn positive or remain slightly negative during 2014- 2015, once the new operations are fully integrated. The company's capital expenditures plan during the next two years is expected to reach annual levels of around USD39 million. Distributed dividends are estimated to be USD10 million in 2014 and 25% of previous year's net profit for the following years. Consumer Finance: Moderate Level of Overdue Accounts Offset by Financial Spread Grupo Unicomer's ratings factor in the credit risk inherent to its consumer finance business model. At Sept. 30, 2013, the company's portfolio had an average of 36.4% of overdue (balance) accounts compared to 34.5%, 38.3% and 41.1% at the end of fiscal year at March 2012, 2011 and 2010, respectively. This risk is partially mitigated by the company's efficient collections program and the track record of its portfolio yield. The company's past due accounts for 90 days or more were 5.4% as of Sept. 30, 2013 and 4.8% and 4.9%, during fiscal years ended in March 2013 and 2012 respectively; during the financial crisis period (2009-2010) this ratio increased to 6.4%, which Fitch considers manageable. The company's uncollectable reserves policy is based on a Roll Rate methodology, which predicts losses based on delinquency. The Roll Rate method measures the percentage of dollars that 'roll' historically from one range of delinquency to the next. At Sept. 30, 2013, the total reserves to +90 days past due balance was 0.86x. Grupo Unicomer's commercial strategy considers a financial spread sufficient to cover credit risks associated to the portfolio. During the fiscal years ended at March 2013, 2012, 2011 and 2010 the portfolio yield after deducting uncollectable expenses and write offs was around 42.2%, 41.7%, 41.7% and 38.8%, respectively, and as of Sept. 30, 2013 it was 41.7%. Rating Sensitivity: Positive Rating Actions: Grupo Unicomer's ratings could be positively affected by significant improvement - above expectations already incorporated - in its positive cash flow generation, leverage and liquidity metrics. Negative Rating Actions: A negative rating action could result from some combination of the following factors: significant deterioration in the credit quality of the company's consumer finance business, lower cash flow generation (EBITDA); and/or debt associated with acquisition activity. RICEBRAN TECHNOLOGIES: Closes Exercise Over-Allotment Option ------------------------------------------------------------ RiceBran Technologies announced the closing of the exercise of the over-allotment option granted to the underwriters in connection with the public offering which closed Dec. 18, 2013. In connection with that offering, the underwriters were granted an over-allotment option to purchase shares of the Company's common stock at the public offering price of $5.24 per share and warrants to purchase shares of the Company's common stock at the public offering price of $0.01 per share. On Jan. 8, 2014, the underwriters exercised the over-allotment option by purchasing 162,586 shares of the Company's common stock and warrants to purchase 162,586 shares of common stock for approximately $0.9 million, bringing the total gross proceeds of the offering to approximately $9.9 million. The Company used $3,000,000 of the net proceeds from the initial offering to increase capital and support expansion of its Brazilian rice bran bio-refining operations and an additional $2,000,000 of the net proceeds of the initial offering to complete the previously announced acquisition of H&N Distribution, Inc., which closed on Jan. 2, 2014. Funds raised from the exercise of the overallotment will be used for general working capital purposes. Maxim Group LLC acted as the Sole Book Running Manager and Chardan Capital Markets, LLC, and Dawson James Securities, Inc., acted as Co-Managers in the offering. The Company's Common Stock and Warrants are listed on the NASDAQ Capital Market under the symbols "RIBT" and "RIBTW" respectively. A registration statement relating to the common stock and warrants was declared effective by the Securities and Exchange Commission on Dec. 12, 2013. This offering was made by means of prospectus, copies of which may be obtained from Maxim Group LLC at 405 Lexington Ave, New York, New York 10174, (800) 724-0761. About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. As reported in the TCR on April 15, 2013, BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about RiceBran Technologies' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at Dec. 31, 2012. "Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company's balance sheet at Sept. 30, 2013, showed $41.82 million in total assets, $38.16 million in total liabilities, $7.86 million in temporary equity and a $4.22 million total deficit attributable to the Company's shareholders. RIH ACQUISITIONS: Wins Final Approval to Pay $2.2MM to Suppliers ---------------------------------------------------------------- RIH Acquisitions NJ, LLC won final approval from U.S. Bankruptcy Judge Gloria Burns to pay the pre-bankruptcy claims of its key suppliers. The final order authorizes the company to earmark as much as $2.2 million to pay suppliers whose goods and services are considered "critical" to its operations. The suppliers are required to enter into an agreement with RIH Acquisitions to provide "reasonable and customary price, service, quality and payment terms" before they receive payment from the company. Last year, RIH Acquisitions obtained interim approval to set aside $1.2 million to pay the claims of its suppliers. 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, 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. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. RIH ACQUISITIONS: Wins Final Approval to Obtain $15-Mil. DIP Loan ----------------------------------------------------------------- RIH Acquisitions NJ, LLC, obtained final approval from U.S. Bankruptcy Judge Gloria Burns to obtain financing from Northlight Trust I. The final order authorizes the company to avail of $15 million loan from Northlight, a Delaware trust and an affiliate of Northlight Financial LLC. RIH Propco NJ, LLC will guaranty the company's obligations in connection with the loan. RIH Acquisitions also received the green light from the bankruptcy judge to use Northlight's cash collateral. The company will use the loan and cash collateral to fund the operation of its business, pay for working capital needs and to pay administrative expenses of its bankruptcy case. As security for the loan, Northlight will be granted "first- priority lien" on RIH Acquisitions' unencumbered property. Moreover, RIH Acquisitions' obligations will constitute allowed administrative expense claims against the company. 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, 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. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. RIH ACQUISITIONS: Wins Court Approval of Deal With Unite Here ------------------------------------------------------------- RIH Acquisitions NJ, LLC, won court approval of an agreement it made with Unite Here Local 54 to end their dispute tied to the sale of the company's assets to its rivals. The company recently sold its real estate to competitor Caesars Entertainment Operating Co. Inc. for $15 million, and its slot machines to Tropicana Atlantic City Corp., owner of a competing casino, for $8.4 million. The U.S. Bankruptcy Court in Camden, New Jersey, approved the sale on Dec. 26. Under the deal, RIH Acquisitions agreed to pay the health and welfare contribution to the Unite Here Health Fund owed for the bargaining unit employees for the period Jan. 1 to 31, 2014. The payment will be made prior to the closing on the sale. Each bargaining unit employee will also receive $1,500 from RIH Acquisitions as a severance payment before the closing on the sale. A copy of the agreement can be accessed for free at http://is.gd/gc5ulP Unite Here Local is represented by Regina Hertzig, Esq. -- rhertzig@cjtlaw.org -- Cleary, Josem & Trigiani LLP, in Philadelphia, Pennsylvania. 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, 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. An official committee of unsecured creditors appointed in the case is represented by Morton R. Branzburg, Esq., Carol Ann Slocum, Esq., and Richard M. Beck, Esq., at Klehr Harrison Harvey Branzburg LLP. The Committee hired PricewaterhouseCoopers, LLC, as financial advisor. RIH Acquisitions NJ LLC scheduled $17,776,359 in total assets and $16,813,022 in total liabilities. On Dec. 23, 2013, Judge Gloria M. Burns approved the sale of Atlantic Club Casino Hotel's casino property and fixtures to Caesars Entertainment Corp. for $15 million; and the slot machines and other gambling equipment to Tropicana Entertainment Inc. for $8.4 million. ROSETTA GENOMICS: Inks Services Pact with Major Biopharma Company ----------------------------------------------------------------- Rosetta Genomics Ltd. has signed a master service provider agreement with an undisclosed major global biopharmaceutical company, under which, Rosetta will provide its microRNA profiling and other services pursuant to a collaboration in important areas of unmet medical need utilizing a novel therapeutic approach. "We are delighted to be using our cutting-edge microRNA expertise and capabilities to assist one of the world's leading biopharmaceutical companies to advance their research and development efforts on this important, novel therapeutic approach," stated Kenneth A. Berlin, president and chief executive officer of Rosetta Genomics. "In addition to our current cancer testing services and new products from our own, internal research and development initiatives, collaborations such as these represent our third major platform for revenue growth. Moving forward, we expect to enter into additional similar agreements as we seek to monetize our leading microRNA platform and expertise." About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics disclosed a net loss of US$10.45 million on US$201,000 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of US$8.83 million on US$103,000 of revenue during the prior year. As of June 30, 2013, the Company had $30.28 million in total assets, $2.34 million in total liabilities and $27.93 million in total shareholders' equity. Bankruptcy Warning In its annual report for the year ended Dec. 31, 2012, the Company said: "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. However there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetizing certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States." S.D. WALKER: Files for Chapter 11 in New Jersey ----------------------------------------------- S.D. Walker, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. D.N.J. Case No. 14-10685) in Trenton, New Jersey, on Jan. 15, 2014. Judge Kathryn C. Ferguson is assigned to the case. Cream Ridge, New Jersey-based S.D. Walker estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. According to the docket, the Debtor's exclusive right to file a plan expires May 15, 2014. The Debtor is represented by Bruce J. Duke, Esq., at Bruce J. Duke, LLC, in Mt. Laurel, New Jersey. S.D. WALKER: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: S.D. Walker, Inc. 720 Monmouth Road Cream Ridge, NJ 08514 Case No.: 14-10685 Chapter 11 Petition Date: January 15, 2014 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Kathryn C. Ferguson Debtor's Counsel: Bruce J. Duke, Esq. BRUCE J. DUKE, LLC 4201 Grenwich Lane Mt. Laurel, NJ 08054 Tel: (856) 701-0555 Fax: (609) 784-7823 Email: bruceduke@comcast.net Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven D. Catalano, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SALON MEDIA: Annual Stockholders' Meeting Set on March 13 --------------------------------------------------------- Salon Media Group, Inc., has set March 13, 2014, as the date of its annual meeting of stockholders and the close of business on Feb. 7, 2014, as the record date for determining stockholders entitled to receive notice of and to vote at the annual meeting. Because the Company did not hold an annual meeting in 2013, the Company informed its stockholders of deadlines for the submission of stockholder proposals and director nominees for consideration at the Annual Meeting. Proposals by stockholders and submissions by stockholders of director nominees for consideration at the Annual Meeting should be submitted in writing to the Company's Corporate Secretary at: Salon Media Group, Inc., Attn: Corporate Secretary, 870 Market Street, Room 528, San Francisco, CA 94102. For all proposals and nominations by stockholders to be timely, regardless of whether the proposals or nominations are intended for inclusion in the proxy statement for the Annual Meeting, a stockholder's notice must be delivered to, or mailed and received by, the Company's Corporate Secretary on or before the Company's close of business on Jan. 20, 2014. Any stockholder proposal or director nomination delivered or received after the close of business on Jan. 20, 2014, will be untimely and will not be brought before the annual meeting. Proposals by stockholders and submissions by stockholders of director nominees must also comply with the procedures set forth in the Company's Bylaws and, if intended for inclusion in the proxy statement, all applicable rules and regulations promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. About Salon Media San Francisco, Calif.-based Salon Media Group (OTC BB: SLNM.OB) -- http://www.Salon.com/-- is an online news and social networking company and an Internet publishing pioneer. For the 12 months ended March 31, 2013, the Company had a net loss of $3.93 million on $3.64 million of net revenues, as compared with a net loss of $4.09 million on $3.47 million of net revenues for the same period a year ago. The Company's balance sheet at Sept. 30, 2013, showed $1.76 million in total assets, $3.80 million in total liabilities and a $2.03 million total stockholders' deficit. Burr Pilger Mayer, Inc., in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the fiscal year ended March 31, 2012. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations and has an accumulated deficit of $112.5 million at March 31, 2012, which raise substantial doubt about the Company's ability to continue as a going concern. SANTEON GROUP: To Cease Making Periodic SEC Filings --------------------------------------------------- Santeon Group Inc. decided to file a Form 15 with the U.S. Securities and Exchange Commission and cease making periodic SEC filings. The Company is eligible to deregister its stock because it has fewer than 300 shareholders of record. The Company filed the Form 15 with the SEC to voluntarily suspend its reporting obligations under the Securities Exchange Act of 1934, as amended. As a result of the filing of Form 15, the Company's obligation to file certain reports and forms with the SEC, including Forms 10-K, 10-Q and 8-K, will be suspended immediately. Contemporaneously with the filing of Form 15, the Company filed a post-effective amendment to withdraw its S-8 Registration Statement filed in April 2013. The Company filed the registration statement to register 185,318 shares of Company Common Stock, par value $0.001 per share, pursuant to the Santeon Group Inc. 2012 Employee Incentive Stock Option Plan, Ahmed Sidky Employment Agreement, Ashraf M. Rofail Employment Agreement, Mark Guirgis Professional Services Agreement, Thomas H. Tillman Compensation Agreement and Individual Stock Option Agreements. Santeon's decision to exercise its right to cease making public filings was made by the Company's Board of Directors after careful consideration of the costs and benefits of making voluntary SEC filings. The Company's Board concluded that the Company's small market capitalization, low trading volume, direct and indirect costs associated with preparing the Company's periodic reports with the SEC and the accounting, audit, legal and other costs associated with being a public company outweigh the benefits of continuing to file these reports. It is the Company's intention to invest the savings achieved by ceasing to make SEC filings back into growing the business of the Company. The Company intends to continue to have its financial statements audited annually by an independent accounting firm and to communicate with its shareholders through its Web site and periodic press releases. About Santeon Group Reston, Va.-based Santeon Group, Inc., is a diversified software products and services company specializing in the transformation and optimization of business through the deployment or the development of innovative products and services using Agile mindsets in the information systems/technology, healthcare, environmental/energy and media sectors. The Company's clients include state and local governments, federal agencies and private sector customers. Santeon Group posted net income of $185,815 in 2012 as compared with a net loss of $475,333 in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.19 million in total assets, $882,680 in total liabilities and $310,031 in total stockholders' equity. * * * This concludes the Troubled Company Reporter's coverage of Santeon Group until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SCOTTSDALE VENETIAN: Wins Plan Exclusivity Through Feb. 17 ---------------------------------------------------------- At the behest of Scottsdale Venetian Village, LLC, Bankruptcy Judge George B. Nielsen said the period within which the Debtor has the exclusive right to file a plan of reorganization, and to solicit votes in support of such a plan of reorganization, is extended, pursuant to 11 U.S.C. Sec. 1121(d), through Feb. 17, 2014. No party in interest, other than the Debtor, may file a plan in the bankruptcy case within the exclusivity period, as extended. As reported by the Troubled Company Reporter on Dec. 9, 2013, Scottsdale Venetian Village has found a buyer for its interests in the Days Hotel in Scottsdale, Arizona, and is slated to seek approval of the disclosures with respect to its proposed bankruptcy-exit plan in January. The Debtor has been marketing its interests in its hotel property but buyers have been turned off because the hotel sits on leased land. The owner of the land made it clear on numerous occasions that the land was not for sale. According to the Third Amended Disclosure Statement dated Nov. 21, 2013,, it appears as though the Debtor has been able to reach agreement with the buyer, whose identity has not been revealed. The buyer, according to the Debtor, already owns and operates hotels in the Midwest, and is willing to purchase the Debtor's interests in the property, subject to the land lease. After substantial negotiations, an agreement is being documented with a party that is interested in acquiring all of the equity interests in the Debtor from Perez Holdings. As soon as the purchase agreement is signed, the Debtor will file a copy with the bankruptcy court for incorporation into the reorganization plan. The Debtor was slated to seek approval of the disclosure statement explaining the Third Amended Plan at a hearing on Jan. 9, 2014. Although the purchase agreement is still being finalized, the Debtor has said in court papers the financial terms have been agreed upon. The buyer will manage the Debtor's property for a limited time under an interim management agreement approved by the Court. This interim period is the buyer's due diligence period. The buyer can walk away prior to the conclusion of the due diligence period for any reason. However, if the buyer does not walk away, the sale is due to close within approximately 30 days of the entry of a final order confirming the Debtor's Plan. The Buyer has a right to approve the terms of the Plan before confirmation. If consummated, upon closing, the buyer would receive 100% of the equity interests in the Debtor in exchange for a promissory note in the amount of $1,000,000 executed in favor of Perez Holdings. The buyer would also deposit in a joint account in the name of the buyer and the Debtor, $500,000 to be used by the Debtor to deal with claims, such as administrative and priority claims, as well as allowing the Debtor to offer discounts for cash to those with allowed claims. In addition, the buyer would deposit in an account in the Debtor's name (this assumes the buyer has closed on its purchase and is now in control of the Reorganized Debtor) an additional $900,000 as additional financial resources to provide further assurance of the financial capability to meet business operating needs and Plan obligations post confirmation. In the event that the buyer fails to make the payment due to Perez Holdings under its promissory note, the purchase agreement provides Perez Holdings the ability to foreclose upon, and regain, the equity interests in the Debtor. The purchase agreement includes a 60-day due diligence period that will commence upon execution of the purchase agreement. The parties anticipate that, immediately upon the execution of the purchase agreement, the buyer will assume interim management of the property. Pursuant to the interim management agreement, the buyer will operate the hotel and restaurant, but will not have authority to take any material action with respect to the property without the consent of the Debtor's current manager. The Third Amended Plan proposes to treat claims and interests as follows: -- First National Bank of Hutchinson will receive full payment with interest in the form of a promissory note that will mature and become fully due and payable on the 12th anniversary of the effective date of the Plan. -- Maricopa County's secured claims will be paid in full in installments. If Maricopa County votes in favor of the Plan, it will receive a cash payment of $5,000 on the Effective Date that will be applied to outstanding real property taxes, with the balance to be paid in installments. -- Holders of allowed unsecured claims will be paid in full, with interest, in equal quarterly installments commencing on the Effective Date and concluding on the eight anniversary of the Effective Date. -- With respect to equity, if the purchase agreement is not consummated, the current interest holder(s) will retain their equity interests. If the purchase agreement is consummated, the buyer will own all of the equity interests in the Reorganized Debtor. A copy of the Third Amended Disclosure Statement dated Nov. 21, 2013, is available for free at: http://bankrupt.com/misc/Scottsdale_Ven_3rd_Am_Plan_Outline.pdf About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. SECUREALERT INC: Had $18.9 Million Net Loss in Fiscal 2013 ---------------------------------------------------------- SecureAlert, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to SecureAlert common stockholders of $18.95 million on $15.64 million of total revenues for the year ended Sept. 30, 2013, as compared with a net loss attributable to SecureAlert common stockholders of $19.93 million on $13.11 million of total revenues during the prior fiscal year. As of Sept. 30, 2013, the Company had $26.69 million in total assets, $2.73 million in total liabilities and $23.96 million in total equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/rOcBKP About SecureAlert Sandy, Utah-based SecureAlert, Inc., markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. SEGA BIOFUELS: Wants Control of Case Until March 10 --------------------------------------------------- SEGA Biofuels LLC will appear before the Bankruptcy Court in Waycross, Georgia, on Feb. 27, 2014, at 10:30 a.m. for a hearing on its request for an extension of the exclusive periods to file a Chapter 11 exit plan. SEGA Biofuel said it is actively working with its major creditors to formulate a plan of reorganization. SEGA Biofuel wants the period of exclusivity for filing a Plan and Disclosure Statement be extended for 60 days, through and including March 10, 2014. Its exclusivity period was set to expire Jan. 8, 2014. The Debtor filed the request for extension on the same day. SEGA Biofuels said the Court has authority to grant its motion pursuant to 11 U.S.C. Sec. 1121(d) and other applicable law as the request was filed prior to the expiration of the exclusivity period. Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11 in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. The Debtor is represented by: McCALLAR LAW FIRM C. James McCallar, Jr., Esq. Tiffany E. Caron, Esq. P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 The United States Trustee informed the Bankruptcy Court that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the case. The U.S. Trustee has been unable to solicit sufficient interest in serving on the Committee, to appoint a proper Committee. SEQUENOM INC: Posts $162 Million of Total Revenue in 2013 --------------------------------------------------------- Sequenom, Inc., announced preliminary highlights of the Company's 2013 performance, accomplishments and outlined key corporate objectives for 2014. Preliminary 2013 Performance Results (unaudited) * Total revenue of approximately $162 million, showing growth of approximately 81 percent year-over-year for 2013 * Diagnostic services revenues of approximately $120 million, as compared to $46.5 million in 2012. Diagnostic services revenues continue to be recorded primarily as cash is received * High margin stable revenue in the Sequenom Bioscience business of over $42 million * Total cash, cash equivalents and marketable securities as of Dec. 31, 2013, were approximately $71 million * Cash burn was reduced to approximately $14 million for the fourth quarter of 2013 * Unrecorded diagnostic accounts receivable are estimated to be $46 to $51 million as of Dec. 31, 2013 Recent Key Accomplishments * More than 185,000 total commercial prenatal and retinal diagnostic test samples were accessioned during 2013, as compared to 92,000 in 2012 * Strong increases achieved in the adoption rate and sales of Sequenom Laboratories' MaterniT21 PLUSTM laboratory- developed test (LDT): * Approximately 148,500 MaterniT21 PLUS test high-risk commercial samples were accessioned in 2013, 140 percent more than in 2012; 93 percent of accessions were from U.S. patients * MaterniT21 PLUS Enhanced Sequencing Series introduced in Q4 2013 * Approximately 113 million lives now under coverage with a growing number of payor contracts, including 2 national payors * Receiving reimbursement as an out-of-network laboratory from remaining large commercial payors * Medicaid volume was reduced to 14 percent of accessions in Q4 2013 from 25 percent in Q1 2013; eight state Medicaid payors are now reimbursing * Laboratory location in North Carolina fully operational and currently performing approximately one third of MaterniT21 PLUS tests Mayo Clinic and Sequenom Laboratories partnered to provide access to the MaterniT21 PLUS LDT to the physicians and their patients in the Mayo Clinic network * Massively parallel sequencing (MPS) patent issued in Europe, further strengthening Sequenom's prenatal diagnostic patent portfolio "We overcame many significant challenges in 2013, including the coding changes that resulted in delays or reduced reimbursement by many payors, particularly state Medicaid programs. As we move into 2014, we continue to lead the industry in expanding the use of and reimbursement for noninvasive prenatal testing (NIPT), and continue to work with payors to gain coverage for our tests," said Harry F. Hixson, Jr., Ph.D., Chairman and CEO of Sequenom. "We have set high goals for 2014, and we expect to achieve these goals to continue to build value for our shareholders and maintain our leadership position in NIPT." Key Objectives for 2014 The Company has established its primary financial and R&D objectives for 2014 to include: * Achieve quarterly break-even and positive cash flow in Q4 2014 * Expand the NIPT menu with the development of a low cost test on an alternative platform by year-end, which the Company expect will facilitate international access and potential future entry into the low-risk market On Jan. 16, 2014, at 2:00 pm PT (5:00 pm ET), Harry F. Hixson, Jr., Ph.D., William Welch, president and COO, and Paul V. Maier, CFO, presented an overview of and update on the Company at the JP Morgan 32nd Annual Healthcare Conference in San Francisco, CA. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $164.82 million in total assets, $195.85 million in total liabilities and a $31.02 million total stockholders' deficit. SILGAN HOLDINGS: Moody's Assigns Ba1 Rating to Sr. Sec. Revolver ---------------------------------------------------------------- Moody's Investors Service assigned a Ba1 rating to the proposed senior secured revolver and term loans of Silgan Holdings Inc. The company's Ba1 Corporate Family and Ba1-PD Probability of default ratings remain unchanged. The rating outlook is stable. The proceeds of the new facilities will be used to refinance the existing term loans and revolver. The transaction is leverage neutral. Moody's assigned the following ratings for Silgan Holdings Inc.: -- Assigned $1,000 million senior secured multicurrency revolver due January 2019, Ba1 (LGD3, 38%); -- Assigned $365 million senior secured term loan A due January 2020, Ba1(LGD3, 38%); -- Assigned C$70 million senior secured term loan A due January 2020, Ba1(LGD3, 38%); -- Assigned EUR220 million senior secured term loan A due January 2020, Ba1(LGD3, 38%) The following rating actions are unchanged: -- $800 million senior secured multicurrency credit facility due July 28, 2016, Ba1 (to LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of the transaction); -- $520 million senior secured term loan A due July 2017, Ba1 (to LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of the transaction); -- C$81 million senior secured term loan A due July 2017, Ba1(LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of the transaction) -- EUR350 million senior secured term loan A due July 2017, Ba1(LGD3, 38% from LGD3, 33%) (to be withdrawn at the close of the transaction) -- Ba1 Corporate Family Rating -- Ba1-PD Probability of Default Rating The rating outlook is stable. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale The Ba1 Corporate Family Rating reflects the consolidated industry structure in the company's metals segment (food can and closures) and strong market shares and contract structures in food cans. The rating also reflects the significant onsite presence with customers in the food can segment and the significant percentage of custom products in the plastics segment. The company remains focused on cost cutting and productivity and is expanding into higher growth markets. Silgan also maintains good liquidity. The Corporate Family Rating is constrained by the company's acquisitiveness, primarily commoditized product line and concentration of sales. The rating is also constrained by the low growth in the food can market and the potential for increased business, operating and ratings risk over time due to the company's acquisition strategy. Contract terms in the plastic vacuum closures and plastics segments have relatively weaker terms than the food can segment (including a lack of cost pass-throughs for costs other than raw materials) and resin prices have been volatile historically. Moreover, the industry structures for both plastic segments are fragmented with significant competitive pressures. Silgan's leverage is high for the rating category and a failure to reduce it would pressure ratings. Additionally, continued acquisitions that alter the company's business and operating profile or significant debt financed acquisitions may also prompt a downgrade. The ratings could also be downgraded if there is deterioration in the operating and competitive environment, deterioration in credit metrics and/or change in financial policies to the detriment of debt holders. Specifically, the ratings could be downgraded if adjusted debt to EBITDA remains above 3.5 times, free cash flow to debt remains below 9.5%, EBIT to interest expense declines to below 4.0 times, and/or the EBIT margin remains below 9.5%. The rating could be upgraded if Silgan commits to investment grade financial policies and sustainably improves credit metrics within the context of continued stability in the operating and competitive environment. Specifically, the ratings could be upgraded if the EBIT margin improves to the mid-teens, debt to EBITDA improves to below 2.8 times, EBIT to interest expense improves to over 4.5 times, and free cash flow to debt improves to the mid teens. SILGAN HOLDINGS: S&P Affirms 'BB+' CCR; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services assigned its senior secured debt rating of 'BBB-' and recovery rating of '2' to Silgan Holdings Inc.'s $1.7 billion senior secured credit facilities. The credit facilities consist of a US$1 billion multicurrency revolving credit facility due 2019, a EUR220 million Euro term A bank loan due 2020, a US$365 million U.S. term A bank loan due 2020, and a C$70 million Canadian term A bank loan 2020. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of a payment default. At the same time, S&P is affirming its 'BB+' corporate credit and all other existing ratings on Silgan Holdings Inc. The outlook is stable. "We regard Silgan Holdings' business risk profile as 'satisfactory' and its financial risk profile as 'significant' as defined in our criteria," said Standard & Poor's credit analyst Liley Mehta. With annual revenues of $3.7 billion, Silgan's business mix is about 64% metal food cans, 19% metal and plastic closures, and 17% plastic containers. Silgan is the largest producer of metal food cans in North America, with an estimated 50% share of market volume, and has relatively stable end markets. The company produces about 90% of its metal container output under long-term supply contracts with pass through of raw material costs, which should continue to provide significant protection against volatile raw material prices. Nevertheless, the mature metal can industry is competitive and subject to seasonal variations in food production and consumer buying habits, as well as substitution risk. The outlook is stable. Silgan's relatively steady profitability and consistent free cash generation support credit quality. While Silgan has demonstrated a willingness to use leverage for strategic opportunities, S&P expects the company to maintain credit measures in the appropriate range. S&P could lower the rating if earnings fail to improve or if sizable acquisitions result in a further deterioration in credit measures from appropriate levels; specifically, if funds from operations (FFO) to total debt declines to less than 15% with no clear prospects for recovery. S&P thinks this could occur if revenue declines were in the high-single-digit percent area and EBITDA margins declined by more than 400 basis points. S&P could raise the rating if improved earnings coupled with strong cash flow generation support better credit measures, with FFO to adjusted total debt reaching and remaining at about 30% over the business cycle. In such a scenario, a gradual improvement in the economy would result in revenue growth of 5% and an improvement of 50 basis points in operating margins from current levels. However, if S&P was to consider raising the ratings, it would have to conclude that Silgan would place a higher priority on preserving strong credit protection measures than on near-term growth objectives or shareholder. SOUTH FLORIDA SOD: Property to Be Auctioned Off Feb. 13 ------------------------------------------------------- The Hon. Cynthia C. Jackson of the U.S. Bankruptcy Court for the Middle District of Florida approved South Florida Sod Inc.'s amended motion for authority to sell property of the estate through a public auction. The Court directed the Debtor to conduct an auction of the property at 5771 acres located in North Port, Florida, Sarasota County, on Feb. 13, 2014. The Debtor, in its amended motion, said the sale of the property would (i) satisfy secured claims held by Orange Hammock Ranch, LLC, and Wauchula State Bank against the property; and (ii) generate cash with which to fund a plan of reorganization. The auction will be conducted live from the property. South Florida Sod has sought and obtained authorization from the Bankruptcy Court to employ National Auction Group, Inc., as auctioneer and real estate broker to sell the property. NAG will offer telephone bidding and internet bidding. Immediately after the auction, all successful bidders will be required to sign a purchase and sale agreement and submit an earnest money deposit equal to 15 percent of the total purchase price. The property will be offered in tracts and as a whole. However, no sale of less than all of the Property may close unless there are sufficient closings of tracts to pay the OHR Claim in full. The Debtor and parties-in-interest had objected to principal OHR's motion to determine (A) the maximum allowed amount of its secured claim, (b) its resulting credit bid at the auction of real property in Sarasota County, Florida, (C) the payoff amount at the closing of any sale, and (D) if applicable, the amount of its post-auction secured and unsecured claims. According to the Debtor, OHR has stated that "in the event that the high bid amount is less than the amount of the petition date claim, OHR will hold an allowed secured claim equal to the secured claim amount and an unsecured claim for the difference between the maximum secured claim amount and the amount of the petition date claim. The Debtor said OHR is only entitled to postpetition interest and fees if the value of the collateral is in excess of the amount of their claim. If the relief is granted to OHR as requested, they would be awarded fees and costs post-petition even if their claim is undersecured. Wauchula State Bank and the Acting U.S. Trustee also lodged an objection. The U.S. Trustee objected to OHR's motion to the extent the motion allows OHR a credit bid that includes postpetition interest and fees when the high bidder's collective bid does not exceed the amount of OHR's petition date claim. The U.S. Trustee also objected to a determination of a payoff to OHR or to the entitlement of postpetition interest and fees without knowing the results of the auction, and to a determination of OHR's Post-auction secured claim amount and unsecured claim that includes post petition interest and attorney fees. Texas 1845, LLC, said the billing records are replete with references to such unnecessary tasks as examining the title to the Debtor's property in Michigan, well other properties. The billing records reflect numerous duplicative activities being performed by the nine lawyers and one paralegal. 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, the principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. SPIG INDUSTRY: Claims Bar Date Set for Jan. 31 ---------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia established Jan. 31, 2014, as the deadline for creditors to file proofs of claim in the Chapter 11 case of SPIG Industry LLC. The Debtor may file any objections to the claims by Feb. 28, 2014. About SPIG Industry SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 13-71469) in Roanoke on Sept. 11, 2013, and is represented by Robert Copeland, Esq., at Copeland Law Firm, P.C., in Abingdon, Virginia. Bankruptcy Judge William F. Stone, Jr. oversees the case. In its petition, SPIG estimated $1 million to $10 million in both assets and liabilities. In November 2013, the U.S. Trustee for Region 4 notified the Bankruptcy Court that the Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of SPIG Industry because the number of persons eligible or willing to serve on such a committee is presently insufficient to form an unsecured creditors committee. SPIG INDUSTRY: Must File Plan by Feb. 11 or Face Dismissal ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Virginia, in a December order, directed SPIG Industry LLC to file a Disclosure Statement and Plan on or before Feb. 11, 2014. Upon failure to do so, the Debtor is required to appear on March 4, 2014, at 11:00 a.m. at Abingdon, US District Courtroom, US Courthouse, 180 W. Main St., Abingdon, VA 24210 to show cause why case should not be dismissed or converted. About SPIG Industry SPIG Industry, LLC, filed a Chapter 11 petition (Bankr. W.D. Va. Case No. 13-71469) in Roanoke on Sept. 11, 2013, and is represented by Robert Copeland, Esq., at Copeland Law Firm, P.C., in Abingdon, Virginia. Bankruptcy Judge William F. Stone, Jr. oversees the case. In its petition, SPIG estimated $1 million to $10 million in both assets and liabilities. In November 2013, the U.S. Trustee for Region 4 notified the Bankruptcy Court that the Trustee was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of SPIG Industry because the number of persons eligible or willing to serve on such a committee is presently insufficient to form an unsecured creditors committee. SPRINT CORP: Has Proposals on Financing Bid for T-Mobile -------------------------------------------------------- Ryan Knutson and Dana Mattioli, writing for The Wall Street Journal, reported that Sprint Corp. has received proposals from at least two banks on how it could finance a takeover of smaller rival T-Mobile US Inc., giving it confidence that a deal could be funded, people familiar with the matter said. According to the report, terms of any bid have yet to be firmed up, one of the people said. But the proposals envision a total "enterprise value" of about $50 billion for the deal, which would involve paying around $31 billion for T-Mobile and providing for a possible refinancing of roughly $20 billion in existing T-Mobile debt, the people said. T-Mobile has a market value of about $26 billion as its shares have risen on reports of the possible tie-up, the report said. Having funds at the ready to cover T-Mobile's existing debt would be necessary because debt holders could cash in their bonds if the company changes ownership. Knowing the financing can be done ticks off an important box for Sprint as it contemplates a bid, the report related. But moving ahead would involve bigger hurdles, including complex negotiations among four publicly traded companies -- Sprint and T-Mobile, as well as their majority investors, SoftBank Corp. of Japan and Deutsche Telekom AG of Germany, respectively. A deal would also likely face heavy scrutiny from U.S. antitrust authorities who have indicated they are wary of further consolidation in the sector. Bidding has also become more expensive, the report noted. T- Mobile's shares have risen nearly 28% since the Journal reported in December that Sprint was stepping up its efforts to reach a deal between the companies. Meanwhile, Sprint's shares have risen about 11% over the same period. About Sprint Corp. Sprint Corporation is a United States telecommunications holding company that provides wireless services and is also a major global Internet carrier. * * * In September 2013, Standard & Poor's Ratings Services said it assigned its 'BB-' corporate credit rating to Sprint Corp., a newly formed parent entity of the Overland Park, Kan.-based wireless telecommunications carrier. At the same time, S&P affirmed the 'BB-' corporate credit rating on Sprint Nextel Corp., which was renamed Sprint Communications Inc. and is a wholly owned subsidiary of Sprint Corp. The outlook is stable. S&P also affirmed all issue-level ratings at Sprint Communications as well as at subsidiaries Sprint Capital Corp., iPCS, and Clearwire Corp. SR REAL ESTATE: DACA, Lenders Challenge Exclusivity Extension Bid ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California was slated to hold a contested hearing Jan. 13 on the request of debtor SR Real Estate Holdings, LLC, for an extension of the exclusive periods during which on the Debtor may file a Chapter 11 plan and solicit votes. Secured creditors DACA 2010L L.P., and Sargent Ranch Management Company, LLC, noted that the Debtor has stated that it does not intend to "languish" in Chapter 11 and yet now seeks a six month extension of its Exclusive Periods. There simply is no reason for such a significant extension, they contend. DACA noted that the Court determined, and the Debtor conceded, that it is a "Single Asset Real Estate" entity at the Nov. 4, 2013 hearing. At the same time, the Debtor is not making monthly payments to DACA. Further, more than 90 days have passed since the commencement of this case and more than 30 days have passed since the Debtor was determined to be an SARE debtor. To date, no plan of reorganization has been filed. "Debtor will, of course, assert that a formal order has not entered determining that it is an SARE debtor and therefore the 30 day time limitation set forth in [11 U.S.C. Sec.] 362(d)(3) has not even began running. On its face, this assertion lack merit. Debtor conceded that it is an SARE debtor prior to the November 4th hearing. At the hearing, the Court concurred and asked for an order to be submitted. Debtor now essentially argues that it should not be bound by its concession because a formal order has not been entered by the Court. Debtor, having consented to its determination as a SARE debtor, knew of the requirements under [Sec] 362(d)(3) of the Bankruptcy Code for a SARE debtor to file its plan of reorganization and did not comply. At the same time, Debtor asks for a six month extension of the Exclusive Periods, which is well beyond the 30 day requirement contained in [Sec.] 362(d)(3)," DACA said. DACA also argued that the Debtor has failed to demonstrate that cause exists to extend the exclusivity period. According to DACA, the Debtor's argument appears to be that it is ready to file a plan of reorganization but is being prevented from doing so because the Court has not ruled on its motion to establish voting procedures. "This simply is not the case. Debtor's voting motion sought an order from the Court that each holder of an interest in the first deed of trust on the Property would have to vote separately. Debtor's proposed treatment of the first deed of trust as a whole should not be swayed by the Court's ruling on the voting motion unless Debtor is attempting to gerrymander the plan prior to filing it by, among other things, bootstrapping the Court's ruling on voting into the ability for the first deed of trust to make an 1111(b) election as a whole. Further, as all of the first deed of trust interest holders hold identical claims, the interest holders would all have to be classified and treated in the same class. Thus, the outcome of the voting procedures motion has no bearing on Debtor's ability to file a plan. The voting procedures motion's effect is on Debtor's ability to confirm a plan over the objection of DACA, who holds a majority of the first deed of trust," DACA said. William M. Rathbone, Esq., Gordon & Rees LLP, represents DACA 2010L L.P. and Sargent Ranch Management Company, LLC. The First Priority Lenders also joined in the opposition of DACA and Sargent Ranch. Any granting of the Exclusivity Motion should be made contingent upon the Debtor making the statutorily required interest payments to all First Lenders, as required by by 11 U.S.C. Sec. 362(d)(3), the Lenders say. The First Priority Sargent Ranch Lenders is comprised of the following unconflicted lenders who hold fractional interests in only the First Loan and First Deed of Trust and in no junior loans or liens: Debra Gewertz, Jim Schreader, Gunilla M. Rittenhouse, Los Amigos V, Louis E. Rittenhouse, Trustee,Michael E. Pegler, Janice L. Pegler, Richard Ehrenberger, Ronald P. Elvidge, Penelope Kuykendall and Janet Post. Jeffrey J. Goodrich, Esq., at Goodrich & Associates, represents the First Priority Sargent Ranch Lenders. As reported by the Troubled Company Reporter on Dec. 26, 2013, SR Real Estate Holdings asks the Court to extend the exclusive period for the Debtor to file a Chapter 11 plan through and including June 18, 2014, and to extend the exclusive period to solicit acceptances of a plan through and including Aug. 18, 2014. The Debtor defended its request in a court filing last week. The Debtor it is seeking an extension of the Exclusive Periods for the purpose of conserving resources while the Court resolves two case- critical motions. Had the Debtor filed its plan prior to a ruling on the motions under submission, both the Debtor and the opposing parties would have been forced to expend significant sums in a confirmation battle prior to knowing whether the case was viable. Undoubtedly, had the Debtor filed its Plan, the opposing parties would have objected to proceeding with a heated confirmation battle without a ruling on the motions under submission -- yet they also oppose extending exclusivity notwithstanding the current status of the case. Through the Motion, the Debtor seeks an extension of the Exclusive Periods merely to preserve its exclusivity pending the rulings from the Court. About SR Real Estate Holdings SR Real Estate Holdings, LLC, owner of 14 parcels of real property totaling 6,400 acres straddling Santa Cruz and Santa Clara counties, filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-54471) in San Jose, California, on Aug. 20, 2013. Judge Hon. Peter W. Bowie oversees the case. Victor A. Vilaplana, Esq., and Matthew J. Riopelle, Esq., at Foley and Lardner, have been tapped as proposed counsel to the Debtor. The Debtor disclosed $15,016,593 in assets and $548,907,938 in liabilities as of the Chapter 11 filing. This is the third bankruptcy filed with respect to the property. The prior owner, Sargent Ranch, LLC, filed Chapter 11 cases in January 2010 (Bankr. S.D. Cal. Case No. 10-00046-PB) and November 2011 (Bankr. S.D. Cal. Case No. 11-18853). The second bankruptcy case was dismissed in February 2012. ST. JOSEPH'S HOSPITAL: Cut to 'Ba2' by Moody's; Outlook Negative ---------------------------------------------------------------- Moody's Investors Service has downgraded St. Joseph's Hospital Health Center's rating to Ba2 from Ba1. The outlook is negative. The bonds are issued through the Onondaga Civic Development Corporation. The downgrade is due to a material increase in liquidity risks related to the terms of new bank debt and a lower cash position, and higher absolute debt. Summary Ratings Rationale The rating downgrade to Ba2 is due to: (1) a sizable and unexpected increase in debt, (2) heightened liquidity risks related to the on-demand repayment terms of a bank line, and (3) a weaker cash position following a decline in 2013 and expected further decline in 2014, leaving the hospital little cushion to withstand liquidity stress. A further downgrade is precluded at this time based on the hospital's increasing market share in profitable service lines, early indications of improved margins and increased financial rigor and disclosure with the arrival of a new Chief Financial Officer. The negative outlook reflects risks related to a major information systems installation including higher-than-expected costs and slowdown in collections, and refinancing risk related to securing long-term financing at manageable terms and rate to replace the bank line. Challenges * St. Joseph's faces heightened liquidity risks related to a bank line that has on demand repayment terms and a weak cash position with 51 days of cash on hand as of November 30, 2013 for the system, significantly below expectations and down from fiscal yearend 2012. Cash-to-direct debt is low at 33%. * A major information systems installation in the spring of 2014 elevates liquidity risk from a potential slowdown in collections and higher-than-expected costs. * The hospital has a commitment to increase its bank line to $70 million to provide funding for the IT installation (the financing was not anticipated at the time of the initial rating in September of 2012), and the construction of a cogeneration plant. Including this debt, debt measures are weak with very high debt-to-cashflow of over 10 times and low maximum annual debt service coverage of about 1.3 times, based on Moody's calculation. * The system's operating and operating cashflow margins are low, averaging 0-1% and 4-5%, respectively, over the last five years through fiscal year 2012, reflecting underperformance given relatively favorable market and hospital-specific characteristics that suggest the hospital should be achieving higher margins. Margins in fiscal year 2012 were significantly below budget and below our expectations of at least moderate improvement over 2011. System margins through eleven months of fiscal year 2013 and projected for the full year indicate some improvement to a 6% operating cashflow margin. * The market is competitive with the combined SUNY Upstate facilities approaching St. Joseph's market shares in key services and a physician market that historically has been fluid with little loyalty to hospitals and largely independent specialty groups. Strengths * Inpatient market share has grown significantly to 37% in 2013 from 26% in 2009 due to physician recruitment including several large physician groups shifting alliances to St. Joseph's. The hospital has distinctly leading or dominant market share in profitable service lines including invasive cardiology and surgery, both of which have experienced significant growth. * Revenue growth was strong at 10% in fiscal year 2012 and over 7% in fiscal year 2013, reflecting notable volume increases and a comparatively favorable commercial reimbursement market. * Strict certificate of need regulations exist in New York, which limits new competitive threats. * The investment allocation is conservative with all investments in cash or fixed income. * Although a short tenure, a new Chief Financial Officer is bringing greater financial discipline, improved disclosure and focus on cost reductions. Outlook The negative outlook reflects risks related to a major information systems installation including higher-than-expected costs and slowdown in collections, and refinancing risk related to securing long-term financing to replace the bank line. What Could Make The Rating Go UP With a negative outlook, a rating upgrade is unlikely in the near- term. A higher rating would be considered with higher operating margins and unrestricted investments to levels more consistent with medians, the tower project and IT installation are completed on time and on budget, a permanent long-term financing is secured at favorable terms, and volumes are at least stable. What Could Make The Rating Go DOWN A rating downgrade will be considered if there is no improvement in margins in 2014 relative to 2013 levels, cash declines below what is projected in 2014, there are additional constraints or contraction of liquidity, or the hospital issues more debt than currently anticipated. STONEBRIDGE BUILDERS: Asset Auctioned After BB&T Declared Default ----------------------------------------------------------------- Real property of Stonebridge Builders, LLC, was put on the auction block after the company defaulted on a note in favor of Branch Banking and Trust Company. The Lender has declared the Note and all other indebtedness related thereto immediately due and payable. In August 2013, John G. Brock, Esq., was appointed Successor Trustee under a Deed of Trust, in the place and stead of BB&T Collateral Service Corporation. The Successor Trustee was slated to hold the auction Jan. 9, 2014, at the Knox County Courthouse, in Knoxville, Tennessee. APAC-Atlantic, Inc., and the State of Tennessee - Tennessee Department of Revenue also hold liens on the property subordinate to that of BB&T. The Successor Trustee may be reached at: John G. Brock, Esq. GENTRY TIPTON & McLEMORE, P.C. P.O. Box 1990 Knoxville, TN 37902 Telephone: 865-525-5300 E-mail: jgb@tennlaw.com THOMPSON CREEK: Reports Q4 and 2013 Production and Sales Results ---------------------------------------------------------------- Thompson Creek Metals Company Inc. announced production and sales results for the three and twelve months ended Dec. 31, 2013, for its three operating mines, Thompson Creek, Endako and Mt. Milligan. Concentrate production for Mt. Milligan from start-up through Dec. 31, 2013, contained 10.9 million pounds of copper, 21.1 thousand troy ounces of gold and 41.8 thousand troy ounces of silver. Molybdenum production for the twelve month period ended Dec. 31, 2013, was up 34 percent from the same period last year to 30 million pounds. Sales for the one shipment of concentrate included 2.8 million pounds of copper, 5.5 thousand ounces of gold, and 10.5 thousand ounces of silver. The Company also sold 36.5 million pounds of molybdenum for the year, a 27 percent increase from the prior year. Operations Update: Mt. Milligan Mine The ramp-up at Mt. Milligan continues to progress with mine pit grades as expected, metal recoveries in the mill above expectations and mill throughput slightly below expectations at this stage in the ramp-up. The Company is working through what it believes to be typical ramp-up issues. As part of this process, the Company has reassigned several senior managers from its molybdenum operations to Mt. Milligan. Management believes it will reach commercial production within the first quarter of 2014, defined as operating the mill at 60 percent of design capacity for 30 days. Under US GAAP, the Company's consolidated financial statements reflect Mt. Milligan revenue and costs in operating income beginning in the fourth quarter of 2013 rather than in start-up costs. This will adversely impact operating margins and Mt. Milligan cash costs for the fourth quarter of 2013 and the first quarter of 2014. The Company expects to report its 2013 financial results on Feb. 20, 2014, and expects at such time to provide 2014 guidance for production, cash cost and capital spending for all of its operations. The Company expects its second shipment of copper and gold concentrate from Mt. Milligan to occur later this month. Jacques Perron, chief executive officer of Thompson Creek, said, "We are very pleased with the quality of the concentrate, as well as the recoveries of copper and gold at this stage of the ramp-up. Throughput is proving to be a bit challenging, as we continue to experience issues in the grinding and flotation circuits. We believe these typical ramp-up matters will be resolved in due course. We are pleased with the reassignment of key individuals to the Mt. Milligan senior operations team, and we believe their operational expertise is having beneficial results." Endako Mine As previously announced, since the second quarter of 2013, the Company has been negotiating a labor agreement with members of the United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union at the Endako Mine. On Jan. 7, 2014, the unionized employees approved a new labor agreement, which is retroactive to April 1, 2013, and in effect through March 31, 2015. The agreement provides for modest salary and wage increases that management does not believe will have a significant impact on the operation. A copy of the Form 8-K disclosure is available for free at: http://is.gd/umIgMx About Thompson Creek Metals Thompson Creek Metals Company Inc. is a growing, diversified North American mining company. The Company produces molybdenum at its 100%-owned Thompson Creek Mine in Idaho and Langeloth Metallurgical Facility in Pennsylvania and its 75%-owned Endako Mine in northern British Columbia. The Company is also in the process of constructing the Mt. Milligan copper-gold mine in central British Columbia, which is expected to commence production in 2013. The Company's development projects include the Berg copper-molybdenum-silver property and the Davidson molybdenum property, both located in central British Columbia. Its principal executive office is in Denver, Colorado and its Canadian administrative office is in Vancouver, British Columbia. More information is available at http://www.thompsoncreekmetals.com The Company's balance sheet at March 31, 2013, showed $3.42 billion in total assets, $2.04 billion in total liabilities and $1.37 billion in stockholders' equity. * * * As reported by the TCR on Aug. 14, 2012, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Denver- based molybdenum miner Thompson Creek Metals Co. to 'CCC+' from 'B-'. "These rating actions follow Thompson Creek's announcement of weaker production and higher cost expectations through next year," said Standard & Poor's credit analyst Donald Marleau. In the May 9, 2012, edition of the TCR, Moody's Investors Service downgraded Thompson Creek Metals Company Inc.'s Corporate Family Rating (CFR) and probability of default rating to Caa1 from B3. Thompson Creek's Caa1 CFR reflects its concentration in molybdenum, relatively small size, heavy reliance currently on two mines, and the need for favorable volume and price trends in order to meet its increasingly aggressive capital expenditure requirements over the next several years. TOYS 'R' US: Fitch Cuts IDR to 'CCC' & Revises Recovery Ratings --------------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on Toys 'R' Us, Inc. and its various domestic subsidiaries to 'CCC' from 'B-'. Key Rating Drivers Toys 'R' Us' (Toys)'s holiday comparable store sales (comps) for the nine weeks ended Jan. 4, 2014 at negative 4.7% for domestic operations and negative 3% for the international segment mirror the weak trends over the past few quarters. Fitch does not expect a turnaround in the business given sustained weakness in the juvenile (approximately 30% of Toys' total sales) and entertainment categories (11% of total sales) and increasing competitive pressure on the traditional toy categories (including core toy and learning products, together representing 45% of total sales). As a result, Fitch expects mid-single comps declines and EBITDA in the $600 million range in 2013, assuming gross margin declines in the fourth quarter remains in the 100 basis point range (as posted through the first three quarters) as the company clears out excess inventory. FCF is expected to be in the negative $200 million- $250 million range in 2013 reflecting the debt refinancing related costs (approximately $50 million) and modest cash taxes but exclude significant working capital swings that could be a further drain on cash. Fitch estimates that Toys would need to stabilize sales and modestly improve its gross margin to generate breakeven EBITDA at the $650 million level and be FCF neutral, assuming annual cash interest expense of $360 million, capital expenditures of $250 million and modest cash taxes. However, achieving this level is likely to be challenging in the face of a declining top line unless Toys is able to manage inventory levels more effectively to generate better gross margin or reduce SG&A expenses (that have been flat since 2010). Every 1% reduction in SG&A dollars could contribute approximately $40 million in cost savings. However, Fitch currently assumes SG&A will remain relatively flat as management to date has not outlined any strategy to restructure its cost base in spite of top line decelerating around 10% relative to the 2010-2011 levels. As a result, Fitch currently projects EBITDA to be in the range $450-$500 million in 2014 and potentially lower in 2015, assuming a decline in annual comps of 2%-3% and gross margin decline of 25 basis points to 50 basis points. Under this scenario, leverage (adjusted debt/EBITDAR) is expected to increase to the low-9x range and FCF is expected to be negative $150 million-$250 million before any working capital swings. The cash shortfall should cause increased revolver borrowings over the next 24 months. Availability under the ABL revolver during peak working capital season was $1.1 billion in 3Q13, and Fitch expects no borrowings at the end of January 2014. However, Fitch expects that this cushion will narrow in 2014 with year-end (January 2015) revolver borrowings expected to be in the $300 million range. Availability at peak inventory season is expected to be in the $800-$900 million range in 2014 and $500-$600 million range in 2015. This indicates adequately liquidity for the next 24 months but raises concerns for 2016, particularly given that over $1 billion in debt comes due ($652 million of second lien term loan B-1 facility and $350 million of 7.375% second lien senior secured notes both issued at Toys-Delaware and due September 2016). Recovery Analysis And Considerations Fitch has conducted a recovery analysis across Toys' organizational structure to determine expected recoveries in a distressed scenario to each of the company's debt issues and loans. Toys' debt is at three types of entities: operating companies (OpCo); property companies (PropCo); and the holding company (HoldCo), with a summary structure highlighted below. Toys 'R' Us, Inc. (HoldCo) (I) Toys 'R' Us-Delaware, Inc. (Toys-Delaware) is a subsidiary of HoldCo. (a) Toys 'R' Us Canada (Toys-Canada) is a subsidiary of Toys- Delaware. (b) Toys 'R' Us Property Co. II, LLC is a subsidiary of Toys- Delaware. (II) Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo. OpCo Debt Fitch has assigned a 5.5x multiple to the stressed EBITDA at the OpCo levels -- Toys-Delaware and Toys-Canada -- which is consistent with the low end of the 10-year valuation for the public space and Fitch's average distressed multiple across the retail portfolio. The stressed EV is adjusted for 10% administrative claims. Toys-Canada Toys has a $1.85 billion asset-based revolving credit facility (ABL revolver) with Toys-Delaware as the lead borrower, and this contains a $200 million sub-facility in favor of Canadian borrowers. Any assets of the Canadian borrower and its subsidiaries secure only the Canadian liabilities. The $200 million sub-facility is more than adequately covered by the EV calculated based on stressed EBITDA at the Canadian subsidiary. Therefore, the fully recovered sub-facility is reflected in the recovery of the consolidated $1.85 billion revolver discussed below. The residual value is applied toward debt at Toys-Delaware. Toys-Delaware At the Delaware level, the recovery on the various debt tranches is based on the liquidation value of the assets estimated at $2.1 billion and the equity residual from Canada estimated at $200 million. The $1.85 billion revolver is secured by a first lien on inventory and receivables of Toys-Delaware. In allocating an appropriate recovery, Fitch has considered the liquidation value of domestic inventory and receivables assumed at seasonal peak (at the end of the third quarter), and has applied advance rates of 75% and 80%, respectively. Fitch currently assumes $1.3 billion drawn under the revolver at the peak season in 2015 based on Fitch's projections of EBITDA and liquidity needs. The facility is fully recovered and is therefore rated 'B/RR1'. The recovery value of the debt structure below the first lien revolver is derived from three components: (1) excess liquidation value at the Toys-Delaware level (liquidation value after the full recovery of ABL revolver); (2) estimated value for Toys' trademarks and intellectual property assets (IP, which are held at Geoffrey, LLC (IPCo) as a wholly owned subsidiary of Toys- Delaware); and (3) equity residual value from Canada. Components (1) and (2) are fully applied toward the senior secured term loans and 7.375% secured notes, while 3) is applied across the capital structure. The $1.24 billion term loans due 2016 and 2018 and the $350 million senior secured notes due 2016 are secured by a first lien on the IP and a second lien on the ABL revolver collateral. They are assumed to have recovery prospects of 51%-70%, which reflects excess value from the credit facility collateral as well as some modest valuation of the IP assets, and are therefore rated 'CCC+/RR3'. The 8.75% debentures due Sept. 1, 2021, have poor recovery prospects and are therefore rated 'CC/RR6'. PropCo Debt At the PropCo levels - Toys 'R' Us Property Co. I, LLC; Toys 'R' Us Property Co. II, LLC; and other international PropCos - LTM NOI is stressed at 20%. PropCo I and PropCo II are set up as bankruptcy-remote entities with a 20-year master lease through 2029 covering all the properties, which requires Toys-Delaware to pay all costs and expenses related to leasing these properties from these two entities. The ratings on the PropCo debt reflect a distressed capitalization rate of 12% applied to the NOI of the properties to determine a going-concern valuation. The stressed rates reflect downtime and capital costs that would need to be incurred to re- tenant the space. Applying these assumptions to the $725 million 8.50% senior secured notes at PropCo II and the $985 million senior unsecured term loan facility at PropCo I results in recovery well in excess of 90%. Therefore, these facilities are rated 'B/RR1'. The PropCo II notes are secured by 126 properties. The PropCo I unsecured term loan facility benefits from a negative pledge on all PropCo I real estate assets (343 properties as of May 4, 2013). Fitch typically limits the Recovery Rating on unsecured debt at 'RR2' or two notches above the IDR level (under its criteria 'Recovery Ratings and Notching Criteria for Non-financial Corporate Issuers' dated Nov. 20, 2013). However, in the few instances where the recovery waterfall suggests an 'RR1' rating and such a Recovery Rating is supported by the structural and legal characteristics of the debt, unsecured debt may qualify for an 'RR1' rating. In addition, the rating also benefits from the structural consideration that Toys 'R' Us has limited capacity to secure debt using real estate given that there is a limitation on principal property of domestic subsidiaries at 10% of consolidated net tangible assets under the $400 million of 7.375% notes due 2018 issued by HoldCo. Toys 'R' Us, Inc. - HoldCo Debt The $450 million 10.375% unsecured notes due Aug. 15, 2017, and the $400 million 7.375% unsecured notes due Oct. 15, 2018, benefit from the residual value at PropCo I, currently estimated at approximately $300 million. There is no residual value ascribed from Toys-Delaware or other operating subsidiaries. This translates into average recovery prospects of 31%-50% and the bonds are therefore rated 'CCC/RR4'. Rating Sensitivities A negative rating action could result if comps trends in the U.S. and international businesses continue to be in the negative 4%-5% range beyond 2013 and/or gross margins decline by similar rates to 2013, without any offset from cost reductions. This could indicate more severe market share losses and lead to tighter liquidity than Fitch's current expectation over the next two years. A positive rating action could result if there is a sustainable improvement in Toys' store and online traffic (indicating improved market share positioning) and the company restructures its cost base. Toys would need to drive EBITDA improvement to a level where it can meet fixed obligations and fund any working capital swings, as well as manage refinancing of upcoming debt maturities on a timely basis. Fitch has downgraded or revised Recovery Ratings for the following ratings as indicated: Toys 'R' Us, Inc. (HoldCo) -- IDR to 'CCC' from 'B-'; -- Senior unsecured notes to 'CCC/RR4' from 'B-/RR4'. Toys 'R' Us - Delaware, Inc. is a subsidiary of HoldCo -- IDR to 'CCC' from 'B-'; -- Secured revolver to 'B/RR1' from 'BB-/RR1'; -- Secured term loans revised to 'CCC+/RR3' from 'CCC+/RR5'; -- Senior secured notes revised to 'CCC+/RR3' from 'CCC+/RR5'; -- Senior unsecured notes to 'CC/RR6' from 'CCC/RR6'. Toys 'R' Us Property Co. II, LLC is subsidiary of Toys 'R' Us - Delaware, Inc. -- IDR to 'CCC' from 'B-'; -- Senior secured notes to 'B/RR1' from 'BB-/RR1'. Toys 'R' Us Property Co. I, LLC is a subsidiary of HoldCo -- IDR to 'CCC' from 'B-'; -- Senior unsecured term Loan facility to 'B/RR1' from 'BB-/RR1'. TRAKLOK CORP: Tradenames Auctioned Off -------------------------------------- Assets of TrakLok Corporation was put on the auction block after the company was declared in default under a 2012 Promissory Note payable to certain secured parties including Joseph A. Hollingsworth, Jr., as Agent for the secured parties. The Agent for the Secured Parties has accelerated the balance of the Promissory Note and ordered the sale of the Collateral subject to the parties' Security Agreement. The Collateral was slated for public auction Jan. 13, 2014, at Two Centre Plaza, Clinton, Tennessee. The auction was to be conducted by Stephenson Realty & Auction. The Collateral included (a) U.S. patent no. 8009,034; 8058,985; and 12/460,961; (b) tradenames TrakLok, TrakLog, Yard Dog, and Geolock; and (c) patent applications. The Attorney for the Agent is Richard S. Matlock, Esq. WOOLF, McCLANE, BRIGHT, ALLEN & CARPENTER, PLLC P. O. Box 900 Knoxville, TN 37901 Tel: 865-215-1000 E-mail: rmatlock@wmbac.com TRILITO INC: Files for Chapter 11 in Puerto Rico ------------------------------------------------ Trilito, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. D.P.R. Case No. 14-00173) in Old San Juan, Puerto Rico on Jan. 14, 2014, without stating a reason. San Juan, Puerto Rico-based Trilito, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated $10 million to $50 million in total assets and liabilities. ScotiaBank has a $25.9 million claim, of which $25.6 million is secured by a first mortgage on the Debtor's property. The case is assigned to U.S. Bankruptcy Judge Mildred Caban Flores. Carlos Rodriguez Quesada, Esq., in San Juan, Puerto Rico, represents the Debtor. The Debtor has proposed to pay counsel $250 per hour for the engagement. TUNNELL FAMILY: Real Property Auctioned Off After Default --------------------------------------------------------- Real property of The Tunnell Family Entertainment Center, LLC, was scheduled to go on the auction block Jan. 16, after the company was declared in default under a promissory note in favor of Branch Banking and Trust Company. In October 2013, John G. Brock, Esq., was appointed Successor Trustee under the Deed of Trust, in the place and stead of BB&T Collateral Service Corporation. The auction was to be held at the Hawkins County Courthouse, in Rogersville, Tennessee. The Property is located at 1410 E. Main Street, Rogersville, Tennessee 37857. U.S. Small Business Administration; and Davis Brothers Roofing & Sheet Metal Fabricators, Inc., hold subordinate liens encumbered on the Property. The Successor Trustee may be reached at: John G. Brock, Esq. GENTRY TIPTON & McLEMORE, P.C. P.O. Box 1990 Knoxville, TN 37902 Telephone: 865-525-5300 E-mail: jgb@tennlaw.com UNITED CONTINENTAL: Sees $158 Million Fourth-Quarter Charge ----------------------------------------------------------- John Kell, writing for The Wall Street Journal, reported that United Continental Holdings Inc. disclosed it will book $158 million in charges for the fourth quarter, mostly tied to the airline's pacts with employees to either take early retirement or accept furloughs. According to the report, United, the second-largest U.S. airline by traffic, said about 1,200 employees volunteered for retirement and about 1,100 flight attendants accepted a voluntary leave of absence that allows for continued medical coverage. The company, the result of a 2010 merger between United Airlines and Continental Airlines, has struggled to finish integrating those carriers, the report related. While United believes it is getting back on track, its gains in unit revenue -- a key metric of how much it takes in for each passenger flown a mile -- have lagged behind the rest of the industry. Of the charges United disclosed on Jan. 16, $40 million are expected to be integration-related costs, including systems integration and training, relocation for employees, and severance expenses mostly tied to administrative job cuts, the report related. The news comes a day after The Wall Street Journal reported that United is moving forward with some involuntary furloughs of its most junior flight attendants to reduce staffing in order to meet its reductions in capacity, the report said. USEC INC: Amends QIP for 2014 Over Planned Bankruptcy Filing ------------------------------------------------------------ The Compensation, Nominating and Governance Committee of the Board of Directors of USEC Inc. approved an amendment to the 2013 Quarterly Incentive Plan for the Company's named executive officers and certain other key employees, effective for calendar year 2014. The QIP is a quarterly performance-based cash incentive program under the USEC Inc. 2009 Equity Incentive Plan. The QIP that was implemented in 2013 replaced the quarterly cash incentive program that was put in place in 2012 and suspended the annual incentive program and the long-term incentive program for 2013. Those changes followed a reexamination of the Company's executive compensation program, in consultation with the Committee's independent compensation consultant, taking into account the uncertainties and challenges facing the Company. The QIP is designed to keep management and the entire organization focused on critical short-term goals and to provide for retention of key employees, while not increasing the overall risk of the program or encouraging excessive risk taking by executives. The changes made in 2013 for the executives moved all long-term incentive compensation for 2013 to short-term cash incentives, but decreased the executives' overall target long-term compensation opportunity by 25 percent and eliminated the potential for the executives to earn an award above target (previously the executives could earn up to 150 percent of target based on performance). Although the QIP reflected a temporary move away from equity-based compensation for the executives, the named executive officers each already own significant equity in the Company. USEC expects to be able to return to a more typical executive compensation program following completion of the proposed financial restructuring plan announced in December 2013. Pending implementation of the proposed financial restructuring plan, the Committee determined that continuation of the QIP at a reduced level until completion of the proposed financial restructuring plan is the most effective approach to achieving key corporate and compensation objectives. These objectives include continuing management's focus on critical activities designed to preserve the value of the enterprise as it moves through restructuring and motivating and retaining key employees through appropriate performance-based incentives. In light of the Company's current business circumstances, the Committee determined that it was appropriate to substantially reduce the amount of the target quarterly awards under the QIP for the named executive officers and to holdback a portion of any award earned. Other aspects of the QIP including suspension of the annual incentive program and of the long-term incentive program are unchanged. The Amendment reduces the amount of the target quarterly awards under the QIP for the named executive officers from 71.875 percent of base salary to 50 percent of base salary for the CEO and from 51.25 percent of base salary to 35 percent of base salary for the other named executive officers. In addition, in order to preserve the Company's cash flows, the Amendment also provides that prior to the Company's successful emergence from Chapter 11 reorganization, 25 percent of any payment earned with respect to a target quarterly award under the QIP for 2014 will be deferred and not paid until 90 days following the completion of the Company's successful emergence from chapter 11 reorganization or, if earlier, the last business day of 2014; provided that the Committee may further defer payment of such award until the last business day of 2014. Actual payout of these awards will continue to be determined by the performance of the Company during the quarterly performance period against one or more quarterly period goals reflecting the corporate needs to be accomplished in the quarterly period to ensure the achievement of the Company's short-term strategic objectives and to maximize enterprise value. A copy of the First Amendment to USEC Inc. 2013 Quarterly Incentive Plan is available for free at http://is.gd/qnN3Dm About USEC Inc. Headquartered in Bethesda, Maryland, USEC Inc. (NYSE: USU) -- http://www.usec.com/-- supplies enriched uranium fuel for commercial nuclear power plants. USEC disclosed a net loss of $1.20 billion in 2012 as compared with a net loss of $491.1 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.70 billion in total assets, $2.16 billion in total liabilities and a $462.1 million stockholders' deficit. PricewaterhouseCoopers LLP, in McLean, Virginia, 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 reported net losses and a stockholders' deficit at Dec. 31, 2012, and is engaged with its advisors and certain stakeholders on alternatives for a possible restructuring of its balance sheet, which raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "A delisting of our common stock by the NYSE and the failure of our common stock to be listed on another national exchange could have significant adverse consequences. A delisting would likely have a negative effect on the price of our common stock and would impair stockholders' ability to sell or purchase our common stock. As of September 30, 2013, we had $530 million of convertible notes outstanding. Under the terms of our convertible notes, a "fundamental change" is triggered if our shares of common stock are not listed for trading on any of the NYSE, the American Stock Exchange (now NYSE-MKT), the NASDAQ Global Market or the NASDAQ Global Select Market, and the holders of the notes can require USEC to repurchase the notes at par for cash. We have no assurance that we would be eligible for listing on an alternate exchange in light of our market capitalization, stockholders' deficit and net losses. Our receipt of a NYSE continued listing standards notification described above did not trigger a fundamental change. In the event a fundamental change under the convertible notes is triggered, we do not have adequate cash to repurchase the notes. A failure by us to offer to repurchase the notes or to repurchase the notes after the occurrence of a fundamental change is an event of default under the indenture governing the notes. Accordingly, the exercise of remedies by holders of our convertible notes or the trustee of the notes as a result of a delisting would have a material adverse effect on our liquidity and financial condition and could require us to file for bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. * * * As reported by the TCR on Dec. 18, 2013, Moody's Investors Service lowered USEC's Corporate Family Rating (CFR) to Ca from Caa1. The downgrade follows announcement that USEC has initiated a debt restructuring plan and intends to file for reorganization under Chapter 11 of the Bankruptcy Code. UNITEK GLOBAL: New Mountain Held 5.1% Equity Stake at Dec. 2 ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, New Mountain Finance Holdings, L.L.C., and its affiliates disclosed that as of Dec. 2, 2013, they beneficially owned 1,014,451 shares of common stock of UniTek Global Services, Inc., representing 5.08 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/X8jgoO About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. Unitek incurred a net loss of $77.73 million in 2012, as compared with a net loss of $9.13 million in 2011. The Company's balance sheet at Sept. 28, 2013, showed $325.58 million in total assets, $289.17 million in total liabilities and $36.41 million in total stockholders' equity. Bankruptcy Warning As of Dec. 31, 2012, the Company's total indebtedness, including capital lease obligations, was approximately $170 million. This amount has increased to approximately $210 million as of Aug. 9, 2013, including amounts borrowed to cash collateralize letters of credit. The Company's current debt also bears interest at rates significantly higher than historical periods. The Company said its substantial indebtedness could have important consequences to its stockholders. It will require the Company to dedicate a substantial portion of its cash flow from operations to payments on its indebtedness, thereby reducing the availability of the Company's cash flow to fund acquisitions, working capital, capital expenditures and other general corporate purposes. "An event of default under either of our credit facilities could result in, among other things, the acceleration and demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we could be forced to enter into bankruptcy proceedings, which may result in a partial or complete loss of your investment," the Company said in the 2012 annual report. * * * In the June 11, 2013, edition of the TCR, Moody's Investors Service lowered UniTek Global Services, Inc.'s probability of default and corporate family ratings to Ca-PD/LD and Ca, respectively. The Ca corporate family rating reflects UniTek's missed interest payment on the term loan which is considered a default under Moody's definition, the heightened possibility of another default event, continued delays in the filing of restated financials including the last two audits, management turnover, the potential loss of the company's largest customer and other business and legal risks stemming from issues at the company's Pinnacle subsidiary. As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The ratings upgrade to 'B-' reflects our belief that the company is no longer vulnerable and dependent on favorable developments to meet its financial commitments over the next few years," said Standard & Poor's credit analyst Michael Weinstein. UNIVERSITY GENERAL: Presented at Sidoti & Company Conference ------------------------------------------------------------ University General Health System, Inc., furnished the U.S. Securities and Exchange Commission a copy of the information presented at the Sidoti & Company's Eighth Semiannual Micro-Cap Conference held on Jan. 13, 2014. The presentaion talked about Company overview, the basics of healthcare, size and scope of the market, core business philosophy, among other things. A copy of the presentation is available for free at http://is.gd/6pbtGI About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. University General incurred a net loss attributable to common shareholders of $3.97 million on $113.22 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss attributable to common shareholders of $2.57 million on $71.17 million of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2012, showed $174.84 million in total assets, $161.55 million in total liabilities, $2.56 million in series C, convertible preferred stock, and $10.71 million in total equity. Moss, Krusick & Associates, LLC, in Winter Park, 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 negative working capital and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about its ability to continue as a going concern. URBAN AG: Hires Silberstein Ungar as New Accountants ---------------------------------------------------- Urban AG. Corp. engaged Silberstein Ungar, PLLC, as the Company's independent accountant to audit the Company's financial statements and to perform reviews of interim financial statements. During the fiscal years ended Dec. 31, 2012, and Dec. 31, 2011, through Jan. 4, 2014, neither the Company nor anyone acting on its behalf consulted with Silberstein Ungar, PLLC. The Public Company Accounting Oversight Board, on Nov. 21, 2013, revoked the registration of the Company's prior independent accountant, Harris F. Rattray, CPA, due to Harris' violations of PCAOB rules and auditing standards in auditing the financial statements and PCAOB rules and quality control standards with respect to Harris' clients; the Company was not one of the clients for which Harris was sanctioned. On Dec. 27, 2013, Harris F. Rattray, CPA, resigned as the independent registered public accounting firm of the Company. The resignation was accepted by the Board of Directors of the Company. Other than an explanatory paragraph included in Harris' audit reports for the Company's fiscal year ended Dec. 31, 2012, and 2011 relating to the uncertainty of the Company's ability to continue as a going concern, the audit reports of Harris on the Company's financial statements for the last two fiscal years ended Dec. 31, 2011, and 2012 through Dec. 27, 2013, did not contain an adverse opinion or a disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's 2012 and 2011 fiscal years and through Jan. 10, 2014, the Company had no disagreements with Harris. About Urban AG North Andover, Massachusetts-based Urban AG. Corp, through its wholly-owned subsidiary CCS Environmental World Wide, Inc., provides hazardous material abatement and environment remediation services. The Company's balance sheet at Sept. 30, 2013, showed $3.33 million in total assets, $12.84 million in total liabilities and a $9.50 million total stockholders' deficit. Bankruptcy Warning "Urban Ag is in the process of attempting to secure sufficient financing to continue operations. We have been working to obtain financing from outside investors for more than 12 months, but have not yet been successful. In the interim, short-term debt financing provided primarily by a corporate investor has secured all of the company's assets, and is being utilized to support governance and compliance activities. Additionally, non-payment of professional and other service providers and reduced general spending have been instituted until such time as financing is secured, if ever. If we are unable to obtain financing, we will be required to further curtail our operations or cease conducting business. Given our current level of debt, we do not expect that our stockholders would receive any proceeds if we declare bankruptcy or seek to liquidate the Company," the Company said in its quarterly report for the period ended Sept. 30, 2013. VELTI INC: Files Schedules of Assets and Liabilities ---------------------------------------------------- Velti Inc. 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 $0.00 B. Personal Property $94,993,551.94 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $56,404,014.23 E. Creditors Holding Unsecured Priority Claims $845,564.52 F. Creditors Holding Unsecured Non-priority Claims $117,839,869.74 -------------- --------------- TOTAL $94,993,551.94 $175,089,448.49 A full-text copy of Velti Inc.'s schedules may be accessed for free at http://is.gd/2s4hON About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. The Company, a San Francisco-based unit of Velti Plc, listed assets of as much $50 million and debt of as much as $100 million. Its Air2Web Inc. unit, based in Atlanta, also sought creditor protection. The parent, Dublin, Ireland-based Velti Plc, which trades on the Nasdaq Stock Market, isn't part of the bankruptcy process. Operations in the U.K., Greece, India, China, Brazil, Russia, the United Arab Emirates and elsewhere outside the U.S. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. Capstone Advisory Group LLC serves as consultant. VERISK'S ACQUISITION: Moody's Retains Ba1 Corporate Family Rating ----------------------------------------------------------------- Moody's issued a comment on Verisk Analytics' $637 million acquisition of EagleView, indicating that while the acquisition will raise leverage to 2.4 times, from 1.7 times, it is in keeping with the company's past strategic initiatives and will have no impact on Verisk's Ba1 Corporate Family Rating. VIGGLE INC: Wetpaint Had $3.9 Million Net Loss in 2012 ------------------------------------------------------ Viggle Inc. filed an amended current report with the U.S. Securities and Exchange Commission to supplement and amend the report dated Dec. 16, 2013, disclosing, among other things, the Company's acquisition of wetpaint.com, inc. The Amended Report contains financial statements of Wetpaint.com, Inc. For the year ended Dec. 31, 2012, Wetpaint incurred a net loss of $3.94 million as compared with a net loss of $7.80 million in 2011. For the nine months ended Sept. 30, 2013, Wetpaint disclosed a net loss of $2 million as compared with a net loss of $3.42 million for the same period a year ago. As of Sept. 30, 2013, Wetpaint's balance sheet showed $2.03 million in total assets, $1.34 million in total liabilities, $39.53 million in total convertible preferred stock, and a $38.85 million total stockholders' deficit. Full-text copies of the financial statements are available at: http://is.gd/7niOQL http://is.gd/xyRQPs About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $16.06 million in total assets, $36.26 million in total liabilities, $36.83 million in series A convertible redeemable preferred stock, and a $57.04 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VISUALANT INC: Incurs $6.6 Million Net Loss in Fiscal 2013 ---------------------------------------------------------- Visualant, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $6.60 million on $8.57 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss of $2.72 million on $7.92 million of revenue for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had $4.62 million in total assets, $7.38 million in total liabilities, a $2.80 million total stockholders' deficit, and $49,070 in noncontrolling interest. PMB Helin Donovan, LLP, in Seattle, Washington, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/keJCwb About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. WATERJET HOLDINGS: S&P Assigns Prelim. 'B' CCR; Outlook Stable -------------------------------------------------------------- Standard & Poor's Ratings Services assigned waterjet pump manufacturer Waterjet Holdings Inc. its preliminary 'B' corporate credit rating. The outlook is stable. At the same time, S&P assigned Waterjet's $200 million senior secured notes its preliminary 'B+' issue-level rating, with a preliminary recovery rating of '2', indicating its expectation for substantial (70% to 90%) recovery in the event of a payment default. S&P expects to assign final ratings following the close of the proposed transaction. S&P's preliminary ratings on U.S.-based Waterjet Holdings Inc. reflect the company's "aggressive" financial risk profile, with pro forma leverage of about 4x, and its "vulnerable" business risk profile, reflecting its narrow scope of operations and cyclical end markets. Pro forma for the Flow International Corp. acquisition, Waterjet manufactures waterjet cutting systems, ultra-high-pressure pumps, robotic cutting systems and surface preparation systems, and provides related parts and services. S&P expects the activity of the company's end markets to continue to drive demand for the company's products. End markets include aerospace, automotive, defense, electronic manufacturing services (EMS), food processing, oil and gas, building products, and other industrial markets. Waterjet's vulnerable business risk profile assessment reflects the company's vulnerable competitive position, which stems primarily from its limited revenue base, as well as some execution risks related to the company's operating improvement plans. While Waterjet's No. 1 position and significant technical expertise in the niche waterjet cutting market provides some competitive advantage, the company could face competition from other nontraditional cutting methods, such as laser cutting. S&P expects the company's end markets to remain cyclical, as evidenced by a significant reduction in demand in the most recent recession. However, the company's installed base of waterjet cutting systems should continue to generate a significant portion of higher-margin aftermarket revenues, which tend to be more stable and can help to partially mitigate earnings and cash flow volatility. S&P assess Waterjet's profitability to be "weak," reflecting average EBITDA margins and S&P's view that the company's limited size and scope could result in meaningfully higher EBITDA volatility as compared with the capital goods industry average. Waterjet is comprised of two similar-sized companies, and S&P expects that the management team's focus on integration tasks, cost savings, and operating improvements will enable the combined company to maintain margins which S&P considers to be average for the capital goods industry. WEST CORP: Seeks to Amend 2010 Credit Agreement with Wells Fargo ---------------------------------------------------------------- West Corporation initiated the launch of a process to amend the Company's Amended and Restated Credit Agreement dated as of Oct. 5, 2010, among the Company, certain domestic subsidiaries of West, as subsidiary borrowers, Wells Fargo Bank, National Association, as administrative agent, and the various lenders party thereto. As contemplated, the amendment to the Senior Secured Credit Facilities would, among other things: (i) reduce the applicable margin and LIBOR and base rate floors on all or a portion of the term loans outstanding under the Senior Secured Credit Facilities; and (ii) provide for a 1 percent prepayment premium if the Term Loans are refinanced with certain specified refinancing debt within six months. The Company has not executed any definitive documentation relating to the Amendment, and no assurance can be given that the Company will complete the Amendment. In connection with solicitation of consents to the Amendment, in addition to publicly available information, the Company provided the lenders under the Senior Secured Credit Facilities with an update to its previously announced guidance ranges. Additional information can be accessed for free at: http://is.gd/nUYRha About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. The Company's balance sheet at Sept. 30, 2013, showed $3.48 billion in total assets, $4.26 billion in total liabilities and a $782.60 million total stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended Sept. 30, 2013. XZERES CORP: Ravago Stake at 10.1% as of Dec. 17 ------------------------------------------------ In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Ravago Holdings America Inc. disclosed that as of Dec. 17, 2013, it beneficially owned 4,253,333 shares of common stock of Xzeres Corp representing 10.13 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/XKfh5b About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Aug. 31, 2013, showed $6,948,955 in total assets, $11,669,159 in total liabilities, and stockholders' deficit of $4,720,204. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. XZERES CORP: James Duffy Stake at 5% as of Jan. 13 -------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, James W. Duffy disclosed that as of Jan. 13, 2014, he beneficially owned 2,126,667 shares of common stock of Xzeres Corp representing 5.06 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/E1BGos About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. Xzeres incurred a net loss of $7.59 million on $4.51 million of gross revenues for the year ended Feb. 28, 2013, as compared with a net loss of $8.60 million on $3.96 million of gross revenues for the year ended Feb. 28, 2012. The Company's balance sheet at Aug. 31, 2013, showed $6,948,955 in total assets, $11,669,159 in total liabilities, and stockholders' deficit of $4,720,204. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statement for the year ended Feb. 28, 2013. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. YRC WORLDWIDE: Rima Senvest Stake at 6.8% as of Jan. 9 ------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Rima Senvest Management, LLC, and its affiliates disclosed that as of Jan. 9, 2014, they beneficially owned 757,104 shares of common stock of YRC Worldwide Inc. representing 6.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/MSRO6S About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. For the year ended Dec. 31, 2012, the Company incurred a net loss of $136.5 million on $4.85 billion of operating revenue, as compared with a net loss of $354.4 million on $4.86 billion of operating revenue during the prior year. As of Sept. 30, 2013, the Company had $2.13 billion in total assets, $2.79 billion in total liabilities and a $665.8 million total shareholders' deficit. * * * As reported by the TCR on Aug. 2, 2013, Moody's Investors Service affirmed the rating of YRC Worldwide, Inc., corporate family rating at Caa3. The ratings outlook is has been changed to positive from stable. "The positive ratings outlook recognizes the important progress that YRCW has made in restoring positive operating margins through implementation of yield management initiatives, during a period of stabilizing demand in the less than truckload ('LTL') segment," the report stated. In August 2011, Standard & Poor's Ratings Services raised its corporate credit rating on YRC Worldwide Inc. to 'CCC' from 'SD' (selective default), after YRC completed a financial restructuring. Outlook is stable. ZOGENIX INC: Expects $9 Million Net Product Sales in 4th Quarter ---------------------------------------------------------------- Zogenix, Inc., announced preliminary unaudited gross product sales and preliminary unaudited net product sales for the fourth quarter ended Dec. 31, 2013. Zogenix expects to report fourth quarter 2013 gross product sales of approximately $14 million on 141,780 units shipped, with unit volume up approximately 2.2 percent sequentially from third quarter 2013. Zogenix expects to report fourth quarter 2013 net product sales of approximately $9 million, an increase of approximately 30 percent sequentially from net product sales of $6.9 million in the third quarter 2013, which included a $2.4 million increase to the Company's estimate of future product returns. Gross margin for the fourth quarter 2013 is expected to be impacted by a one-time charge of approximately $1.3 million due to scrap and excess capacity. Preliminary unaudited cash and cash equivalents as of Dec. 31, 2013, were approximately $72 million. The preliminary estimates are subject to the completion of financial closing procedures, including final adjustment of allowances for sales returns and discounts, and other developments that may arise between now and the time the financial results for the fourth quarter are finalized, as well as the completion of the audit of the 2013 financial statements. Therefore, actual results may differ materially from these estimates. In addition, the estimates do not present all information necessary for an understanding of Zogenix's financial condition as of Dec. 31, 2013. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $54.63 million in total assets, $68.52 million in total liabilities and a $13.88 million total stockholders' deficit. ZOGENIX INC: To Terminate Co-Promotion Pact with Mallinckrodt ------------------------------------------------------------- Zogenix, Inc., and Mallinckrodt LLC entered into a termination and amendment agreement, effective as of Jan. 31, 2014, which amends the Co-Promotion Agreement dated June 6, 2012, by and between the Company and Mallinckrodt. Under the Agreement, Mallinckrodt and the Company have collaborated on the promotion of Sumavel DosePro to prescribers in the United States. Under the Amendment, the Agreement will terminate and Mallinckrodt's co-promotion will end effective as of Jan. 31, 2014. The Company will be required to make a one-time tail payment to Mallinckrodt, calculated as a fixed percentage of net sales from the Mallinckrodt targeted prescriber audience during the 12 month period ending on Jan. 31, 2015. The Company and Mallinckrodt agreed to terminate the Agreement effective as of Jan. 31, 2014, pursuant to the Amendment. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Ernst & Young LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses from operations and lack of sufficient working capital which raise substantial doubt about the Company's ability to continue as a going concern. Zogenix incurred a net loss of $47.38 million in 2012, as compared with a net loss of $83.90 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $54.63 million in total assets, $68.52 million in total liabilities and a $13.88 million total stockholders' deficit. * Automotive Industry Among Top Drivers of Innovation, Study Shows ------------------------------------------------------------------ Penn Schoen Berland on Jan. 15 disclosed that a majority of American consumers see the technology, telecommunications, and energy industries as the top growth industries of the next decade, according to a study from Penn Schoen Berland (PSB) commissioned by Ford Motor Company. The study also reveals a growing optimism among consumers about the automotive industry, with more than half (53 percent) of the respondents sharing a belief that the industry has the same or more potential for growth in the U.S. than other major industries, forty-four percent of respondents see the automotive industry as stronger five years from now than it is today, and fifty-five percent of respondents say the automotive industry will be vital to the U.S. as it strives to compete with other major economic powers in the next decade. "What is most surprising in this data is that the automotive industry -- which less than five years ago was struggling with declining sales, bankruptcy, government bailouts, and quality issues -- is today seen by nearly 6 in 10 Americans as being a driver of innovation," said Billy Mann, President of PSB. "Clearly, the American people believe the industry has rebounded and are optimistic about its future." The study, conducted in early January, also found that American consumers see the technology, telecommunications and energy industries as the top growth industries of the next decade. When asked which industries will play an important role in global economic growth in the next 10 years, 68 percent of American said technology while 66 percent said energy, 53 percent said telecommunications and 39 percent said automotive. When survey respondents were asked to identify which industries have done the most to help the U.S. economy in the past five years, top answers included technology, energy and automotive. About this Study Penn Schoen Berland conducted an online survey of 1,000 consumers in the U.S. from Jan. 2 ? Jan. 6, 2014. The overall margin of error is �3.1 percent. About Penn Schoen Berland Penn Schoen Berland -- http://www.psbresearch.com-- a unit of WPP, is a global research-based consultancy that specializes in messaging and communications strategy for blue-chip political, corporate, and entertainment clients. PSB has over 30 years of experience in leveraging unique insights about consumer opinion to provide clients with a competitive advantage -- what it calls Winning Knowledge. PSB executes polling and message testing services for Fortune 100 companies and has helped elect more than 30 presidents and prime ministers around the world. * Medicare Cuts Leading to Job Loss in Home Health Sector --------------------------------------------------------- The Partnership for Quality Home Healthcare on Jan. 15 disclosed that The December Bureau of Labor Statistics (BLS) jobs report finds that 3,700 home health jobs were lost last month. Home health leaders warn that these cuts are the first in what is feared will be a wave of job loss resulting from severe Medicare home health cuts made in the Home Health Prospective Payment System (HHPPS) Final Rule last November to help pay for Obamacare. In addition to reducing needed jobs for home health professionals, these severe cuts will directly impact millions of the homebound seniors and disabled Americans by limiting their access to the clinically advanced, cost effective home healthcare they need and prefer. The Final Rule cuts Medicare home health payments by 3.5 percent annually for four years -- the maximum allowable under the Affordable Care Act (ACA) -- thereby imposing an unprecedented total cut of 14 percent. The Obama Administration has conceded that these deep cuts will leave 'approximately 40 percent of providers' with negative margins by 2017 once the full cut takes effect. Home health agencies operating at a loss may be forced to reduce staff, limit patient services, file bankruptcy or close their doors completely. "The new jobs report confirms what seniors, caregivers, AARP and so many others have been concerned about -- that this deep 14 percent cut will negatively impact millions of American seniors, their families and needed healthcare jobs," said Eric Berger, CEO of the Partnership for Quality Home Healthcare. "In fact, nearly 500,000 hard working Americans are employed and nearly 1.5 million homebound seniors are served by the 'approximately 40 percent' of all home health agencies that the Administration has admitted will operate at a loss as a result of this cut." The Partnership is urging the Administration to reexamine the Obamacare cut and preserve the ability of homebound seniors to receive clinically effective healthcare in the comfort, dignity and safety of their own homes. The nation's home health community has asked the Secretary of Health and Human Services (HHS) to conduct the detailed analyses required by law and to use her authority under Section 1871 of the Social Security Act to moderate the rebasing cut to protect seniors' access to home health and hundreds of thousands of valuable American jobs. The Medicare home health benefit is widely recognized as clinically advanced, cost-effective and patient preferred. Medicare home health services are delivered to approximately 3.5 million Medicare beneficiaries, who are documented as being poorer, older, sicker, and more likely from a minority population than other Medicare beneficiaries. The Partnership for Quality Home Healthcare -- http://www.homehealth4america.org-- was established to assist government officials in ensuring access to skilled home healthcare services for seniors and disabled Americans. Representing community- and hospital-based home healthcare agencies across the United States, the Partnership is dedicated to developing innovative reforms to improve the quality, efficiency and integrity of home healthcare. * New Ratings Agency Hopes to Compete With Big 3 Outside U.S. ------------------------------------------------------------- Chad Bray, writing for The New York Times' DealBook, reported that challlengers have come and gone, but no viable alternative has emerged to supplant the so-called Big 3 credit rating agencies when it comes to international debt financing. According to the report, a group of smaller credit rating agencies outside the United States now think they have come up with a solution by focusing on midsize companies in Europe and the emerging markets. On Jan. 16, five credit rating agencies in Portugal, Brazil, India, Malaysia and South Africa introduced Arc Ratings, a service they think will give up-and-coming companies access to the capital markets outside their home countries, the report related. Executives at the new company acknowledge that they have a long way to go to take business away from the United States-based rating agencies Standard & Poor's, Fitch Ratings and Moody's Investors Service, the report said. But they think they will succeed by focusing on the next generation of large companies by offering them access to international capital, the report further related. * AlixPartners Promotes 11 Professionals to Managing Director ------------------------------------------------------------- AlixPartners has recently promoted 11 professionals to Managing Director in its firm. "At AlixPartners, we care about results because our clients care about results, and we reward our people for delivering exceptional value to clients. The following 11 professionals were recently promoted to Managing Director in our firm. They have advanced for many reasons?but primarily for their track records of guiding clients to soaring successes. We're very proud of these 11, and we also know that they're just getting started," AlixPartners said. AlixPartners' newest Managing Directors are: Andrea Alghisi Enterprise Improvement, Milan Nicolas Beaugrand Enterprise Improvement, Paris Bill Choi Financial Advisory Services, Los Angeles Michael Dorn Turnaround & Restructuring, Munich Bill Ebanks Enterprise Improvement, Dallas Jens Haas Turnaround & Restructuring, Munich Amir Hosseini Information Management Services, Paris Florent Maisonneuve Enterprise Improvement, Paris Giacomo Mori Enterprise Improvement, Milan Vineet Sehgal Information Management Services, New York Mark Wakefield Enterprise Improvement, Detroit AlixPartners is a global business advisory firm of results- oriented professionals who specialize in creating value and restoring performance at every stage of the business life cycle. * Greenberg Glusker Names Bob Baradaran as Managing Partner ----------------------------------------------------------- Greenberg Glusker on Jan. 15 disclosed that Bob Baradaran, 42, a partner in the Firm's Real Estate Transactional Group, has been elected to serve as its new Managing Partner, becoming just the fifth managing partner since its founding in 1959. "I am honored that my partners have chosen me to guide our firm as it continues its evolution and growth, while maintaining its focus on providing clients with strategic business counsel on a wide range of legal and financial matters," said Mr. Baradaran. Mr. Baradaran succeeds entertainment, video gaming, and new media litigation partner, Stephen Smith. Mr. Smith led the firm in a period of significant growth, recruiting key lateral partners and significantly expanding the Firm's Corporate, Bankruptcy, and Litigation practices. Mr. Baradaran's election as Managing Partner also marks the return of a transactional partner to Greenberg Glusker's helm after 20 years, reflecting the Firm's success in mentoring and developing its next generation of deal makers. Like Entertainment Group Chair, Matt Galsor, who becomes the newest member elected to the Management Committee, Mr. Baradaran is a member of a group of younger transactional partners who have taken on leadership roles and established successful practices, after being groomed by senior members of the Firm. "Greenberg Glusker has long played a key role within the Los Angeles business community and beyond, and I'm excited to further that important legacy in the years to come," said Mr. Baradaran. Mr. Baradaran advises some of the most recognizable companies in the real estate, sports, and entertainment industries on their real estate and general legal matters. He was named to the Los Angeles Business Journal's "Who's Who in Real Estate Law" list that recognized the top real estate lawyers in Los Angeles County for 2013, which noted that he "regularly represents clients in complex, high-profile real estate transactions." Mr. Baradaran earned his undergraduate degree in Business Administration from the USC Marshall School of Business and his and law degree from the USC School of Law. He joined Greenberg Glusker in 1998 and has served on the Management Committee since 2010. Also joining Messrs. Baradaran, Smith and Galsor on the five- member management committee are: Bonnie Eskenazi and Norman Levine, partners in the Litigation Practice Group who were reelected to the committee. About Greenberg Glusker For nearly 55 years, Greenberg Glusker --- http://www.GreenbergGlusker.com-- has held a unique position in Los Angeles as a full-service law firm. Greenberg Glusker maximizes client potential by providing strategic business and legal counsel in matters involving bankruptcy, corporate, employment, entertainment, environmental, intellectual property, litigation, real estate, taxation and trusts and estates. * Huron Briefing Addresses Board as Agent of Change in Turnarounds ------------------------------------------------------------------ A successful turnaround requires experienced leadership that can execute well-defined, targeted goals. With such high stakes, proven professionals should be enlisted to support the make-or- break turnaround process. Huron Consulting Group on Jan. 14 released a briefing entitled, "The Board of Directors as an Agent of Change in Turnarounds", that details how corporate governance tools can be used to evolve a Board's role as fiduciaries into active drivers of the company's financial recovery. "Standard corporate governance documents are generally sufficient for a stable, growing business, but the uncertain nature of a turnaround necessitates that a Board, in conjunction with key stakeholders, review the company's original Board charter and bylaws and modify them to suit current and anticipated needs," said Ray Anderson, managing director, Huron Consulting Group. "The modified governance architecture should be more granular in approach, with a laser-like focus on accomplishing the goals of the turnaround." As detailed in the report, companies should begin by clearly defining their Boards' enhanced responsibilities. This includes observation rights by capital providers and other stakeholders, enhanced voting rules, and rules related to retention or discharge of specific parties. The report also recommends that a thorough examination of the company's current Board for the skills and experience necessary in a turnaround, such as expertise in finance, operations, sales, turnaround, and restructuring, should follow. Companies should also weigh the benefits of hiring a Chief Restructuring Officer. "A CRO's objectivity and insights can be crucial in managing the operating and financial metrics needed to measure and gauge the progress of a turnaround," said Hugh Sawyer, managing director, Huron Consulting Group. "A successful turnaround requires experienced leadership that can execute well-defined goals to preserve and enhance enterprise value." A copy of the full briefing is available at http://is.gd/HK9N7n Huron provides financial advisory, restructuring and turnaround, interim management, valuation, forensic and litigation, and operational improvement consulting services to companies in transition, boards of directors and investors and lenders. The Company also consistently ranks among the Top Crisis Management Firms and has been selected as an Outstanding Turnaround Firm by Turnarounds & Workouts every year for the past 10 years. * Pryor Cashman Promotes Seth Lieberman to Partner -------------------------------------------------- Pryor Cashman LLP announced that Seth H. Lieberman has been promoted to partner in the firm's Bankruptcy, Reorganization and Creditors' Rights Group. Mr. Lieberman focuses his practice on both bankruptcy litigation and appeals as well as counseling and supporting corporate clients in various commercial and business transactions. * BOOK REVIEW: A Legal History of Money in the United States, 1774-1970 ------------------------------------------------------------- Author: James Willard Hurst Publisher: Beard Books Paperback: US$34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://is.gd/x8Gesf This book chronicles the legal elements of the history of the system of money in the United States from 1774 to 1970. It originated as a series of lectures given by James Hurst at the University of Nebraska in 1973. Mr. Hurst is quick to say that he , as a historian of the law, took care in this book not to make his own judgments on matters outside the law. Rather, he conducted an exhaustive literature review of economics, economic history, and banking to recount the development of law over the operations of money. He attempted to "borrow the opinions of qualified specialists outside the law in order to provide a meaningful context in which to appraise what the law has done or failed to do." Mr. Hurst define money, for the purposes of this books, as "a distinct institutional instrument employed primarily in allocating scarce economic resources, mainly through government and market processes," and not shorthand for economic, social, or political power held through command of economic assets." From the beginning, public and legal policy in the U.S. centered on the definition of legitimate uses of both law affecting money, and allocation of power over money among official agencies, both federal and state. The foundations of monetary policy were laid between 1774 and 1788. Initially, individual state legislatures and the Continental Congress issued paper currency in the form of bills of credit. The Constitutional Convention later determined that ultimate control of the money supply should be at the federal level. Other issues were not clearly defined and were left to be determined by events. The author describes how law was used to create and maintain a system of money capable of servicing the flow of resource allocations in an economy of broadly dispersed public and private decision making. Law defined standard money units and made those units acceptable for use in conducting transactions. Over time, adjustment of the money supply was recognized as a legitimate concern of law. Private banks were delegated expansive monetary action powers throughout the 1900s and private markets for gold and silver were allowed to affect the money supply until 1933-34. Although the Federal Reserve Act was not aimed clearly at managing money for goals of major economic adjustment, it set precedents by devaluing the dollar and restricting the use of gold. Mr. Hurst devotes a large part of his book to key issues of monetary policy involving the distribution of power over money between the nation and the states, between legal and market processes, and among major agencies of the government. Until about 1860, all major branches of government shared in making monetary policy, with states playing a large role. Between 1908 and 1970, monetary policy became firmly centralized at the national level, and separation or powers questions arose between the Federal Reserve Board, the White House (The Council of Economic Advisors), and the Treasury. The book was an enormous undertaking and its research exhaustive. It includes 18 pages of sources cited and 90 pages of footnotes. Each era of American legal history is treated comprehensively. The book makes fascinating reading for those interested in the cause and effect relationship between legal processes and economic processes and t hose concerned with public administration and the separation of powers. James Willard Hurst (1910-1997) is widely regarded as the grandfather of American legal history. He graduated from Harvard Law School in 1935 and taught at the University of Wisconsin-Madison for 44 years. ********* 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 ***