/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140321.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, March 21, 2014, Vol. 18, No. 79 Headlines 1443 61 LLC: Case Summary & 4 Largest Unsecured Creditors 261 EAST: Manhattan Commercial Property Pays Creditors 18.5% 38 STUDIOS: RI Lawmaker Loses Bid For Ex-All Star's Game Co. Docs 56 WALKER: Creditors Benefiting from Wextrust Settlement 710 LONG RIDGE: Obtains Plan Confirmation, Emerges from Ch. 11 ADVANCED MICRO: To Buy Back $425-Mil. 6% Convertible Notes AGRIMINCO: Enters Into Option Agreement with African Minerals ARCAPITA BANK: Goes After Two Arab Banks to Recover $45.3 Million ARCHDIOCESE OF MILWAUKEE: Sex-Abuse Victims Oppose on Appeal ARCHDIOCESE OF MILWAUKEE: Details Abuse Therapy Program ASSUREDPARTNERS CAPITAL: Moody's Assigns B3 Corp. Family Rating BENZEEN INC: Voluntary Chapter 11 Case Summary BERNARD L. MADOFF: Trustee Gets Tough Questions on Appeal BIOLIFE SOLUTIONS: Director Thomas Girschweiler Quits BROWN ACRES: Voluntary Chapter 11 Case Summary BUILDERS FIRSTSOURCE: Reports $4.5 Million Net Income in Q4 C&K MARKET: Has Until June 17, 2014 to Decide on Unexpired Leases CAMCO FINANCIAL: Gator Capital Stake at 1.7% as Dec. 31 CASPIAN SERVICES: Incurs $699,000 Net Loss in Dec. 31 Qtr. COSI INC: Activist Says Poison Pill Is Stomach-Churning CROWN MEDIA: Reports $67.7 Million Net Income in 2013 DETROIT, MI: Syncora May Object to New Swap Settlement DETROIT, MI: Retirement Systems Criticize Plan Support Deal DETROIT, MI: Creditors Panel's Bid to Retain MoFo Denied DETROIT, MI: Court Rejects Creditors Panel's Bid to Hire Steinberg DETROIT, MI: Bankruptcy Judge Criticizes Liability Insurance Plan DETROIT, MI: Retirees Say Pension Cuts Will Impoverish Them DEWEY & LEBOEUF: Case Shows Staffers Help Boss at Their Own Peril DEWEY & LEBOEUF: 7 Ex-Employees Plea Guilty to Manipulation DIGICEL GROUP: Moody's Rates New $865MM Sr. Unsecured Notes Caa1 DOLAN COMPANY: To File Prepack Ch.11; Has $10MM DIP Loan in Place DOTS LLC: Obtains Authority to Pay Bonuses to 25 Key Employees EASTMAN KODAK: Posts Net Loss of $63 Million in 4th Quarter 2013 EDGENET INC: U.S. Trustee Names 5 to Noteholders' Committee EDISON MISSION: Files Board of Directors Notice ELITE PHARMACEUTICALS: CEO Stake at 23.2% as of Feb. 7 EWGS INTERMEDIARY: Court Extends Lease Decision Period to March 31 EWGS INTERMEDIARY: Yann Geron Named as Independent Fee Examiner EXPERT GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Neg. FANNIE MAE: Files Form 10-K, Earns $84 Billion in 2013 FREEDOM INDUSTRIES: Babst Calland Okayed as Environmental Counsel FREEDOM INDUSTRIES: Pietragallo Okayed as Litigation Counsel FREEDOM INDUSTRIES: Can Employ Experts for Site Remediation GASCO ENERGY: Unit Amends Development Agreement with Wapiti GENCO SHIPPING: Said to File for Chapter 11 by Month's End GENIUS BRANDS: Erick Richardson Stake at 5.5% as of Jan. 10 GGW BRANDS: Units Should Stay In LA Office, Trustee Says GOLDKING HOLDINGS: Auction of Gas Assets Pushed Back to April 1 GOLDKING HOLDINGS: Wants Scope of Claro Group's Work Limited GREEN FIELD ENERGY: Gordon Brothers Okayed to Liquidate Assets HALLWOOD GROUP: Amends Rule 13E-3 Transaction Statement HELIA TEC: Withdraws Bid to Employ Battaglia HERTZ CORP: To Spin Off Rental Equipment Business IAMGOLD CORP: Moody's Affirms Ba3 CFR & B1 Sr. Sub. Notes Rating IGLESIA PUERTA: Second Amended Plan Confirmed INDEPENDENCE TAX IV: Posts $113,600 Net Income in Dec. 31 Qtr. JAMES RIVER COAL: Skips Interest Payment on Convertible Notes JOHN DINASO & SONS: Case Summary & 20 Top Unsecured Creditors KENNEDY-WILSON INC: Moody's Rates New Sr. Unsecured Notes 'B2' KIOR INC: Biofuel Maker Needs Cash to Stay in Business KIOR INC: Discusses Final Terms on Financing Deal With Khosla LABORATORY PARTNERS: Wants Plan Filing Period Extended to June 23 LABORATORY PARTNERS: Committee Has Nod to Retain Counsel LANDAUER HEALTHCARE: Joint Disclosure & Plan Hearing on April 28 LIGHTSQUARED INC: Judge Hears Arguments on Bankruptcy Plan LIGHTSQUARED INC: Ergen 'Forfeited' $700M Stake, Atty. Says LIGHTSQUARED INC: Seeks to Disallow Ergen's "No" Vote on Plan LIGHTSQUARED INC: SPSO Obtains Order Protecting Confidential Info LIGHTSQUARED INC: Defends Exit Plan from Objections of SPSO, et al LIQUIDMETAL TECHNOLOGIES: Incurs $14.2 Million Net Loss in 2013 LOU PEARLMAN: Backstreet Boys to Quit Playing Games With Claims MAUI LAND: Reports $1.2 Million 2013 Net Loss MESA AIR: Appoints John Selvaggio as VP Business Development MILACRON HOLDINGS: Moody's Affirms B2 Corporate Family Rating MINI MASTER: Has Nod to Hire Pietrantoni Mendez as Special Counsel MMODAL INC: Files for Chapter 11 Bankruptcy Protection MUNICIPAL MORTGAGE: Lisa M. Roberts to Continue Serving as CFO NATCHEZ REGIONAL: Hospital Bankruptcy Bill Signed by Governor NEW ENGLAND COMPOUNDING: $100M Deal In MDL Nears Finish Line NEWLEAD HOLDINGS: Issues 2 Million Settlement Shares to MGP NORTEL NETWORKS: Creditors' Panel Hires Cassels Brock as Counsel NORTHERN BEEF: Wants Sale Closing Extended to April 5 NPS PHARMACEUTICALS: Christine Mikail Named SVP Legal Affairs NUVILEX INC: Obtains $27MM Funding Commitment From Lincoln Park ORCKIT COMMUNICATIONS: Settles Dispute with Note Holders OVERSEAS SHIPHOLDING: U.S. Names 3 to Equity Holders' Committee OVERSEAS SHIPHOLDING: Shareholders Signal Restructuring Battle OVERSEAS SHIPHOLDING: Hires Heidrick as Board Search Advisor OVERSEAS SHIPHOLDING: Bankr. Judge Abstains From Proskauer Suit PHI GROUP: Incurs $134,000 Loss in March 31 2012 Quarter PLANDAI BIOTECHNOLOGY: Incurs $3.3-Mil. Net Loss in Dec. 31 Qtr. PLEXTRONICS INC: Has Court Authority to Sell Assets to Solvay PLEXTRONICS INC: Has Authority to Employ Marbury as IP Counsel PLEXTRONICS INC: Can Hire Cowen and Company as Investment Banker PRIME TIME INT'L: Seeks Approval of First Day Motions PRIME TIME INT'L: Asks for Approval to Use Cash Collateral PRIME TIME INT'L: Proposes Greenberg Traurig as Counsel PRIME TIME INT'L: Taps Odyssey Capital as Financial Advisor PROVIDENT COMMUNITY: To Be Acquired by Park Sterling for $6.5MM PUERTO RICO: Restructuring Bill Creates Divide QUANTUM FOODS: Asset Purchase Agreement Gets Court Approval QUIZNOS: Reorg Sees Lawsuit Over 2012 Recap Misrepresentations REAL TIME: Defaults on Five-Year Convertible Debentures ROCK SPRINGS: Case Summary & Largest Unsecured Creditors SAN DIEGO OPERA: To Cease Operations After 2014 Season SCRUB ISLAND: To File Consensual Plan by March 19 SEANERGY MARITIME: Has Deal to Complete Restructuring Plan SECUREALERT INC: Safety Invest Stake at 19.3% as of Feb. 5 SOLAR POWER: SPI Solar and KDC Solar Jointly Owns Mountain Creek SORENSON COMMUNICATIONS: Disclosure & Plan Hearing on April 10 STELLAR BIOTECHNOLOGIES: Six Directors Elected at Annual Meeting SURROUNDART MANAGEMENT: Case Summary & Top Unsecured Creditors TALON INTERNATIONAL: Appoints Chief Financial Officer THOMPSON CREEK: Incurs $215 Million Net Loss in 2013 TRIGEANT LTD: Continues to Spar with BTB Relating to Tex. Refinery TRIGEANT LTD: Has Final Authority to Employ Berger Singerman TRIGEANT LTD: Amends Schedules of Assets and Liabilities TRIHOP CARMINE: Case Summary & 5 Largest Unsecured Creditors TUSCANY INTERNATIONAL: Hires GMP Securities as Investment Banker TUSCANY INTERNATIONAL: Taps Deloitte LLP as Tax Service Providers USEC INC: Disclosure Statement Hearing Scheduled for April 21 USEC INC: Expects Bankruptcy Exit in 90 to 120 Days VAIL LAKE: Court Okays Hiring of PH&I as Litigation Counsel WALTER ENERGY: Moody's Rates $100MM Debt B3 & Affirms Caa1 CFR WEST TEXAS GAUR: Judge to Rule on Chapter 11 Trustee Bid Today YRC WORLDWIDE: Stephen Freidheim Stake at 4% as of Jan. 31 ZOGENIX INC: Incurs $35.6 Million Net Loss in Fourth Quarter ZURIC BUILDERS: Case Summary & Largest Unsecured Creditors * Supreme Court Limits Federal Court Equity Powers * OneBeacon Can't Battle FDIC in Ga. Over D&O Coverage * FINRA Deletes Red Flags From Brokers' Records, Says Study * Fraud Trial of Bond Trader Goes to Jury * Household Worth in U.S. Climbs by $2.95 Trillion to Record * Pa. Atty Gets 18 Months for Fraud After Judge Knocks Feds * Restructuring Advisers Flock to Brazil * BOOK REVIEW: MERCHANTS OF DEBT: KKR and the Mortgaging of American Business ********* 1443 61 LLC: Case Summary & 4 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 1443 61 LLC 1742 46th Street Brooklyn, NY 11204 Case No.: 14-41255 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Nancy Hershey Lord Debtor's Counsel: Rachel Blumenfeld, Esq. LAW OFFICE OF RACHEL S. BLUMENFELD 26 Court Street, Suite 2220 Brooklyn, NY 11242 Tel: (718) 858-9600 Fax: (718) 858-9601 Email: rblmnf@aol.com Total Assets: $1 million Total Liabilities: $1.44 million The petition was signed by Yecheskel Weingarten, managing member. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-41255.pdf 261 EAST: Manhattan Commercial Property Pays Creditors 18.5% ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unsecured creditors of 261 East 78th Street in Manhattan were paid 18.5 percent of their claims, pursuant to a Chapter 11 plan for the property that was approved by the bankruptcy court in Manhattan at the end of January. According to the report, as a result of mediation, the first mortgage on the six-floor commercial building was reduced from $17 million to $10.7 million, and the second mortgage dropped to $1.3 million from $4 million, according to the company's lawyer, Jonathan Pasternak of Delbello Donnellan Weingarten Wise & Wiederkehr LLP in White Plains, New York. About 261 East 261 East 78 Realty Corp. owns real property located at 261 East 78th Street, in New York. The premises consist of seven commercial units, three of which are currently occupied. 261 East 78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-15624) on Dec. 6, 2011. The case was assigned to Judge Robert E. Gerber. The Chapter 11 filing was precipitated by the commencement of foreclosure proceedings on the premises. The Debtor scheduled $20.2 million in assets and $18.8 million in liabilities. The petition was signed by Lee Moncho, president. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as counsel. Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New York, N.Y., represents MB Financial Bank, N.A., as counsel. Pursuant to the Plan Term Sheet, the Plan will be funded by amounts made available by (i) the Plan Funder, of which $1,500,000 will be deposited in the Plan Fund Account and $10,700,000 will be distributed to MB Financial Bank, N.A., on account of its Allowed Class 2 Claim or (ii) the net proceeds of a Public Sale of the Debtor's Property conducted pursuant to the Plan, of which $11,000,000 will be distributed to MB on account of its Allowed Class 2 Claim and the balance will be used to make payments due under the Plan. Judge Gerber on Jan. 29, 2014, issued an order confirming 261 East 78 Realty's Second Amended Chapter 11 Plan of Reorganization after determining that the Plan complies with the confirmation requirements laid out in the Bankruptcy Court. 38 STUDIOS: RI Lawmaker Loses Bid For Ex-All Star's Game Co. Docs ----------------------------------------------------------------- Law360 reported that a Rhode Island legislator's request for documents related to a state court action against a failed video game company founded by former Boston Red Sox pitcher Curt Schilling has been denied, the state legislature said, dealing a temporary setback to policymakers' probe into the demise of the state-backed game maker. According to the report, Sen. James C. Sheehan, D-North Kingstown, said he had requested all depositions and exhibits relating to the state court action brought by the quasi-public Rhode Island Economic Development Corp. against 38 Studios LLC principals. 38 Studios LLC, a video-game developer founded by former Boston Red Sox pitcher Curt Schilling, filed for liquidation on June 8, 2012, without attempting to reorganize. Although based in Providence, Rhode Island, the company filed the Chapter 7 petition in Delaware (Case No. 12-11743). 56 WALKER: Creditors Benefiting from Wextrust Settlement -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that unsecured creditors of the property at 56 Walker Street in the Tribeca section of Manhattan have a chance for a recovery now that a $4 million secured claim was settled for $150,000. According to the report, the settlement was with lender Wextrust/HPC Mortgage Fund LP, which, according to the property owner, didn't fund a loan fully before the first bankruptcy. The settlement was approved by the bankruptcy judge, debtor's counsel Jonathan Pasternak of Delbello Donnellan Weingarten Wise & Wiederkehr LLP in White Plains, New York, said in an e-mail. How creditors fare depends on the resolution of objections to the claim of the primary secured lender MB Financial Bank NA, Mr. Pasternak said, the Bloomberg report related. He's holding $16.6 million in sale proceeds in his firm's trust account. Mr. Rochelle noted that the plan ideally would fully pay unsecured creditors with $4.88 million in claims, depending on the outcome of objections to secured claims. About 56 Walker LLC 56 Walker LLC, the owner of a six-story building at 56 Walker Street in the Tribeca section of Manhattan, returned to Chapter 11 (Bankr. S.D.N.Y. Case No. 13-11571) on May 13, 2013, this time aiming for a $23 million sale to pay off about $14 million in mortgages and $2 million in unsecured debt. The Debtor scheduled assets of $23,000,000 and liabilities of $15,996,104. Judge Shelley Chapman was initially assigned to the case but the case was transferred to Judge Allan L. Gropper. Erica Feynman Aisner, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The previous Chapter 11 case began in September 2011 and was dismissed in August 2012 when the bankruptcy judge refused to approve a settlement. On Jan. 29, 2014, Judge Allan L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York confirmed the Debtor's Third Amended Liquidating Chapter 11 Plan, which contemplates the sale of the Debtor's building at 56 Walker Street in the Tribeca section of Manhattan for $18 million. 710 LONG RIDGE: Obtains Plan Confirmation, Emerges from Ch. 11 -------------------------------------------------------------- On March 6, 2014, Judge Donald H. Steckroth of the U.S. Bankruptcy Court for the District of New Jersey entered a findings of fact, conclusions of law and order confirming 710 Long Ridge Road Operating Company II, LLC, et al.'s First Amended Joint Chapter 11 Plan of Reorganization. In accordance with the Plan, the Debtors have declared March 7, 2014, as the Effective Date of the Plan. A full-text copy of Judge Steckroth's March 6 Order is available for free at http://bankrupt.com/misc/710LONGRIDGEplanmemo0306.pdf The Plan provides for the combination of concessions and a cash infusion of approximately $67 million from affiliated entities, and was accepted by the overwhelming majority of the Centers' creditors. Under the Plan, the Centers' creditors are entitled to a recovery of up to 75 percent on their claims and there will be no disruption in operations or services. "Throughout this process, we have made the continued high quality care of our residents our top priority, and we are pleased that the Chapter 11 proceedings have had no adverse effect on our patient care, relations with physicians or any other of the Centers' normal operations," said Mr. Remillard. "The financial commitments and undertakings that the Centers and their affiliates have made under the Plan demonstrate that the continued excellent care and safety of the Centers' residents remains paramount," he said. The bankruptcy plan pertains only to the five unionized Connecticut Centers and does not apply to the other health care centers managed by HealthBridge Management, LLC. Each of the five centers is a sub-acute and long-term nursing care facility for the elderly in Connecticut. The facilities are: Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. About the Centers The five Centers provide long-term care and short-term rehabilitation services. For long term care residents who have medical needs, the Centers provide 24-hour-a-day nursing care, nutritional monitoring and planning, medication management and personal care. For individuals in need of nursing and/or rehabilitation services following a recent hospitalization for orthopedic surgery, stroke, oncology care, cardiac care, general surgery and other diagnoses, the Centers offer medical and physical rehabilitation including physical, occupational and speech therapy, rehabilitative nursing and physician directed rehabilitation plans, IV therapy, wound care and other services. About 710 Long Ridge Road Operating Company II 710 Long Ridge Road Operating Company II, LLC and four affiliates own sub-acute and long-term nursing care facilities for the elderly in Connecticut. The facilities, which are managed by HealthBridge Management LLC, are Long Ridge of Stamford, Newington Health Care Center, Westport Health Care Center, West River Health Care Center, and Danbury Health Care Center. 710 Long Ridge Road Operating Company II and its affiliates sought Chapter 11 protection (Bankr. D.N.J. Case Nos. 13-13653 to 13- 13657) on Feb. 24, 2013, to modify their collective bargaining agreements with the New England Health Care Employees Union, District 1199, SEIU. The Debtors owe $18.9 million to M&T Bank and $7.99 million on loans from the U.S. Department of Housing and Urban Development Federal Housing Administration. Michael D. Sirota, Esq., Gerald Gline, Esq., David Bass, Esq., and Ryan T. Jareck, Esq., serve as counsel to the Debtors. Logan & Company, Inc. is the claims and notice agent. Alvarez & Marsal Healthcare Industry Group, LLC, is the financial advisor. Porzio, Bromberg & Newman, P.C.'s Robert M. Schechter, Esq., and Rachel Segall, Esq., represents the Official Committee of Unsecured Creditors. The Committee retained EisnerAmper LLP as accountant. Levy Ratner's Suzanne Hepner, Esq., and Ryan J. Barbur, Esq., represent the New England Health Care Workers, District 1199 SEIU. Abby Propis Simms, Esq., Julie L. Kaufman, Esq., Nancy E. Kessler Platt, Esq., Dawn L. Goldstein, Esq., Paul Thomas, Esq., and John McGrath, Esq., at the National Labor Relations Board Special Litigation Branch in Washington, D.C., argue for the National Labor Relations Board. ADVANCED MICRO: To Buy Back $425-Mil. 6% Convertible Notes ---------------------------------------------------------- Advanced Micro Devices, Inc., agreed to sell $600 million aggregate principal amount of its 6.75 percent Senior Notes due 2019 in a private offering. AMD closed the transaction on or around Feb. 26, 2014. AMD estimated that the net proceeds from the issuance and sale of the senior notes will be approximately $590 million after deducting the initial purchasers' discounts and estimated offering expenses. AMD intends to use the net proceeds to repurchase up to $425 million aggregate principal amount of its outstanding 6.00 percent Convertible Senior Notes due 2015 through a tender offer which was launched on Feb. 20, 2014. Remaining net proceeds will be used to repurchase up to a maximum of $200 million aggregate principal amount of its outstanding 8.125 percent Senior Notes due 2017 through a tender offer which was also launched on Feb. 20, 2014. AMD will use any net proceeds not used in the tender offers to redeem, repurchase or otherwise retire other outstanding debt. AMD filed with the SEC a tender offer statement on Schedule TO in connection with AMD's offer to purchase for cash up to $425,000,000 aggregate principal amount of AMD's outstanding 6.00 percent Convertible Senior Notes due 2015. A full-text copy of the Offer to Purchase for Cash is available for free at: http://is.gd/RVjUxu About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion in total assets, $3.79 billion in total liabilities and $544 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. The rating reflects Fitch's expectations for negative near-term free cash flow (FCF) and limited top-line visibility, despite solid product momentum heading into 2014. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AGRIMINCO: Enters Into Option Agreement with African Minerals ------------------------------------------------------------- AgriMinco Corp. on March 19 disclosed that it has entered into a definitive agreement granting Premier African Minerals Limited the exclusive option to purchase AgriMinco's 30% interest in the Danakil Potash Project, Ethiopia. Premier, control party to AgriMinco with a 42% stake, is a mineral exploration company focused on acquiring, exploring and developing mineral properties in Africa. Under the terms of the Option Agreement, Premier can directly acquire the 30% interest in the Project, subject to TSX Venture Exchange and AIM approval, on the following basis: i. The cancellation of all the common shares of AgriMinco owned by Premier for no consideration. As at the date of this announcement, Premier owns 120,000,000 AgriMinco shares representing 42% of AgriMinco's issued share capital with a value of approximately C$2,400,000 based on the last closing mid-market price of AgriMinco shares of C$0.02 per share on March 18, 2014, being the last practicable date prior to the publication of this announcement. ii. Deliver and effect payment of debt settlement agreements in favor of AgriMinco releasing AgriMinco from all monetary obligations in respect of certain debt representing, in the aggregate, liabilities totaling C$2,265,819.50 on the condensed interim consolidated financial statements of AgriMinco for the three months ended December 31, 2013 and 2012. iii. Issue to AgriMinco new Premier ordinary free trading common shares with an aggregate value equal to C$1,000,000, such value per share based on the volume weighted of Premier average trading price for the 20 consecutive trading days immediately prior to the exercise of the Option. Based on the closing mid- market price of Premier shares of .82p per share on 18 March 2014, the last practicable date prior to the publication of this announcement, this would result in the issue of 66,023,049 new Premier shares assuming the price of Premier shares and the sterling Canadian dollar exchange rate remain constant. iv. Resulting in total consideration valued at C$5,665,819.50 to the Company. AgriMinco's CEO, Bruce Cumming comments: "Should the Option be exercised and the transaction close, ANO will be returned to a solvent state and will continue to hold a significant indirect interest in the Danakil Project. Alternatively, AgriMinco has the ability through the liquidity afforded by the Premier shares, to pursue its other interests in West Africa which include two phosphate projects in Togo (Bassar and the Southern Phosphate) with the Bassar project having the potential to develop more than 20-22Mt at 28-30% P2O5 of phosphate resources. The Southern Phosphate project, located along strike of the producing phosphate mine in Togo, has unexplored phosphate potential. This project also contains a mixed attapulgite-bentonite deposit of 108Mt including 28Mt of 85:15 attapulgite: bentonite wqith the deposit open along strike and down dip. indicated from previous exploration by the Bureau Nationale de Recheche Miniere fp the Togolese Ministry of Mines in December, 1990. In Mali, the Company has two greenfields potash exploration projects in the northern part of Mali, located at Taoudenni. With the agreement of the Malian authorities, this project is under force majeure until the security situation stabilizes to both parties satisfaction. "The net effect of this transaction is the avoidance of a bankruptcy event for AgriMinco and the creation of an entity with significant other assets that may now be developed, creating the opportunity for the Company to expand its portfolio of projects in the agri-minerals sector. The potentially significant shareholding in Premier will give the Company exposure to Premier's portfolio of projects, including the RHA wolframite mine development." Premier currently owns 120,000,000 common shares representing 42% of the Company's issued and outstanding common shares and is an insider of the Company. As a result, the private placement is a related party transaction pursuant to Policy 5.9 of the TSXV and Multilateral Instrument 61-101 - Protection of Minority Security Holders in Special Transactions ("MI 61-101") and triggers the requirement for a valuation and minority approval unless exemptions therefrom are available. The Company is relying on the financial hardship exemption within MI 61-101 to exempt the Company from having to obtain an independent valuation (MI 61-101 section 5.5(g)) as well as exempt the Company from having to obtain minority shareholder approval (MI 61-101 section 5.7(e)), as described in more detail below. As has been previously disclosed, in connection with the development of the Project, AgriMinco is required to contribute 30% of expenditure in excess of the agreed free carry by April 7, 2014. In addition, the Company must also contribute 30% of the next fiscal year exploration budget. A failure to contribute will result in a significant dilution of the Company's interest. The operator has submitted budgets and costs for the historic overspend and cash call notices will be issued on May 6, 2014. The combined cash call for the first fiscal quarter and the historic excess is expected to be of the order of US$2,000,000 and the budget for the next 12-months, of which the Company must meet 30%, is expected to be US$20,000,000. The current anticipated amounts are in significant excess of the Company's cash on hand, accordingly, the Company currently has neither sufficient funds nor reasonably available financing options to satisfy these obligations that are anticipated in the near term. Pursuant to MI 61-101, minority approval and an independent valuation are not required for a related party transaction in the event of financial hardship in specified circumstances. As a result, a special committee of the board "independent" in respect of the transaction, as such term is defined in MI 61-101, was constituted to consider the Option Agreement. The Special Committee determined that the Company is in serious financial difficulty, the Option Agreement is designed to improve the financial position of the Company, and the terms of the Option Agreement are reasonable in the circumstances of the Company. Following these determinations and a recommendation to the Board of Directors, the Board of AgriMinco has made the same determination. Accordingly, AgriMinco has satisfied the elements of the financial hardship exemption. About AgriMinco AgriMinco Corp. -- http://www.agriminco.com-- is a Canadian company based in Toronto, Ontario Canada. ARCAPITA BANK: Goes After Two Arab Banks to Recover $45.3 Million ----------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that Arcapita Bank is suing two Arab banks to recover a total of $45.3 million the investment firm transferred to them just before its 2012 bankruptcy filing. According to the report, the suits, filed by the Bahrain-based bank against Saudi Arabia's Al Baraka Banking Group BSC and Bahrain-based Alubaf Arab International Bank BSC, are the biggest of 59 lawsuits Arcapita filed seeking money it shelled out within 90 days before its March 2012 bankruptcy filing. Arcapita is suing two units of Al Baraka for a total of $35.3 million and is going after Alubaf for $10 million in a separate suit. Arcapita filed the suits Monday with U.S. Bankruptcy Court in Manhattan two days before the two-year statute of limitations for these types of lawsuits runs out, the report noted. The rest of the suits are mostly against law firms, consulting groups and vendors such as information services the company paid for, the report related. Most of those are for $200,000 or less. About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The Debtors said they do not have the liquidity necessary to repay a US$1.1 billion syndicated unsecured facility when it comes due on March 28, 2012. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARCHDIOCESE OF MILWAUKEE: Sex-Abuse Victims Oppose on Appeal ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the official committee representing sexual-abuse claimants in the Archdiocese of Milwaukee's bankruptcy filed their last papers trying to persuade the U.S. Court of Appeals in Chicago to reinstate a $55 million fraudulent-transfer lawsuit against cemeteries affiliated with the church. According to the report, a federal district judge in Milwaukee ruled in July that the $55 million in a cemetery trust is shielded from creditor claims by the federal Religious Freedom Restoration Act of 1993. The district court threw out the creditors' suit, which alleged the movement of assets from the archdiocese to a separate trust for the cemeteries was a fraudulent transfer that can be reversed in bankruptcy. On appeal, the church filed papers in mid-February arguing that the U.S. Constitution's First Amendment and RFRA protect the $55 million, which would be the largest single source of recovery for sexual-abuse claimants, the report related. The abuse victims' committee filed its final papers, arguing that the First Amendment and RFRA would only bar the government from suing the church, the report further related. The claimants challenged arguments that a suit by an official creditors' committee is the equivalent of government action. Along the way, the committee said that the archbishop himself has a "profound and disabling conflict of interest" because he would have to sue himself to recover the $55 million from the cemetery trust, the report added. The appeal is Official Committee of Unsecured Creditors v. Listecki, 13-02881, U.S. Court of Appeals for the Seventh Circuit (Chicago). The lawsuit is Listecki v. Official Committee of Unsecured Creditors (In re Archdiocese of Milwaukee), 11-02459, U.S. Bankruptcy Court, Eastern District of Wisconsin (Milwaukee). About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. ARCHDIOCESE OF MILWAUKEE: Details Abuse Therapy Program ------------------------------------------------------- The Archdiocese of Milwaukee laid out details regarding therapy to be provided in coming years for victims of sexual abuse, according to papers filed in court. Bill Rochelle, the bankruptcy columnist for Bloomberg News, pointed out that the therapy program is an important element of the church's proposed Chapter 11 plan because it contains only $4 million to compensate abuse victims for their claims. Mr. Rochelle said abuse victims will fare better if they succeed on appeal in setting aside a ruling by a federal district judge barring them from suing to recover $55 million they say was fraudulently transferred to a cemetery fund. Tom Corrigan, writing for The Wall Street Journal, related that the therapy program, if approved, could provide counseling and therapy to hundreds of individuals who allege they were sexually abused by the archdiocese's priests. The proposed procedures will allow eligible holders of sexual-abuse claims to access a $500,000 trust, established as part of a larger restructuring plan, to fund counseling for the victims' lifetime. According to the proposed payment plan, the archdiocese will pay for one 60-minute session a week with a licensed counselor, social worker, therapist, psychologist or psychiatrist, the Journal related. After 26 sessions, or six months of therapy, patients must submit a follow-up treatment plan or the archdiocese won't be required to pay for further sessions. The plan stipulates that all requests for therapy must be approved in advance by the archdiocese except in cases during which a patient needs emergency counseling, the Journal noted. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. ASSUREDPARTNERS CAPITAL: Moody's Assigns B3 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating and a B3-PD probability of default rating to AssuredPartners Capital, Inc. (AssuredPartners). The rating agency also assigned ratings to the credit facilities to be issued in connection with the company's proposed refinancing of its existing credit facilities. The refinancing will also be used to fund acquisition activity. The transaction is expected to close within the next several weeks. The rating outlook for AssuredPartners is stable. Ratings Rationale AssuredPartners' ratings reflect its increasing market position in North American insurance brokerage, mix of business between P&C insurance and employee benefits, and good EBITDA margins. These strengths are offset by the company's high financial leverage and low interest coverage associated with its planned 2014 refinancing. Additionally, we expect that AssuredPartners will continue to aggressively pursue acquisitions, giving rise to integration and contingent risks (e.g., exposure to errors and omissions). "The ratings of AssuredPartners reflect a rapidly growing market presence in US P&C insurance brokerage as well as high financial leverage following its refinancing," said Enrico Leo, Moody's lead analyst for AssuredPartners. The rating agency estimates that Assured Partners' debt-to-EBITDA ratio including contingent earn- out liabilities will be approximately 7x following the refinancing. "While financial leverage is aggressive for the firm's rating category, we expect the company to gradually improve its metrics through EBITDA growth." The proposed financing arrangement includes a $100 million first- lien revolving credit facility (rated B2, expected to be undrawn at closing), a $420 million first-lien term loan (rated B2) and a $135 million second-lien term loan (rated Caa2), all to be issued by AssuredPartners. Proceeds will be used to repay the company's existing debt, fund near-term acquisitions, maintain cash on the balance sheet to support future acquisitions, and pay related fees and expenses. Factors that could lead to an upgrade of Assured Partners' ratings include: (i) debt-to-EBITDA ratio below 5.5x, (ii) EBITDA - capex) coverage of interest consistently exceeding 2x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 5%. Factors that could lead to a rating downgrade include: (i) debt-to-EBITDA ratio above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following ratings (and loss given default (LGD) assessments) to AssuredPartners: Corporate family rating B3; Probability of default rating B3-PD; $100 million first-lien revolving credit facility B2 (LGD3, 37%); $420 million first-lien term loan B2 (LGD3, 37%); $135 million second-lien term loan Caa2 (LGD5, 88%). The principal methodology used in this rating was Moody's Global Rating Methodology for Insurance Brokers and Service Companies published in February 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Lake Mary, Florida, AssuredPartners ranks among the 15 largest US insurance brokers in terms of revenues. Through subsidiaries across the US, the company distributes P&C insurance and employee benefits products to mid-sized businesses. For the first nine months of 2013, AssuredPartners reported total revenues of $185 million and net income of $14.4 million. Stockholders' equity was $232 million as of September 30 2013. BENZEEN INC: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Benzeen Inc 3243 Iredell Ln Studio City, CA 91604 Case No.: 14-11405 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Tatiana K Linton, Esq. 14414 Hamlin St Van Nuys, CA 91401 Tel: 818-374-1302 Estimated Assets: not indicated Estimated Liabilities: not indicated The Debtor did not file a list of its largest unsecured creditors when it filed the petition. BERNARD L. MADOFF: Trustee Gets Tough Questions on Appeal --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the chance that Bernard Madoff's victims will ever get back all $17.5 billion they invested in his Ponzi scheme was left in doubt after arguments before the U.S. Court of Appeals in Manhattan over the scope of lawsuits to claw back money stolen from investors. According to the report, Irving Picard, the trustee unwinding Madoff's investment firm in bankruptcy, is seeking court permission to sue "net winners" -- customers who withdrew more than they invested with Madoff -- as far back as six years before the Ponzi scheme collapsed. The case turns on the so-called safe harbor in Section 546(e) of the Bankruptcy Code, which bars suits going back more than two years to recover payments made "in connection with a securities contract," the report related. In the case on appeal, U.S. District Judge Jed Rakoff let the trustee go back only two years. Picard told the appeals court that the safe harbor shouldn't apply because Madoff never bought a single security with his customers' money, the report further related. Instead, he used newly invested funds to pay off prior investors. Investors who got their money out more than two years before the firm's 2008 bankruptcy are relying in part on a 2-1 opinion from the same appeals court from June 2011, in Enron Creditors' Recovery Trust v. Alfa SAV de CV, which said the safe harbor must be accorded "extremely broad" interpretation, the report said. The judges didn't say when they will rule on the appeal, the report said. As previously reported by The Troubled Company Reporter, the National Association of Bankruptcy Trustees told the Second Circuit it should allow Picard to pursue a slew of clawback suits against Madoff's Ponzi scheme customers. In an amicus brief, the nonprofit professional association said the customers shouldn't be covered by the safe-harbor policy of Section 546(e) because Bernard Madoff Investment Securities LLP never actually had securities. The Madoff trustee's appeal is Picard v. Ida Fishman Revocable Trust (In re Bernard L. Madoff Investment Securities LLC), 12- 02557, U.S. Court of Appeals for the Second Circuit (Manhattan). About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has paid about 58 percent of customer claims totaling $17.3 billion. The most recent distribution was in March 2013. Mr. Picard has collected about $9.35 billion, not including an additional $2.2 billion that was forfeit to the government and likewise will go to customers. Picard is holding almost $4.4 billion he can't distribute on account of outstanding appeals and disputes. The largest holdback, almost $2.8 billion, results from disputed claims. BIOLIFE SOLUTIONS: Director Thomas Girschweiler Quits ----------------------------------------------------- Thomas Girschweiler resigned from the Board of Directors of BioLife Solutions, Inc., effective March 5, 2014. The Company's Board of Directors currently consists of five directors, Michael Rice, Raymond Cohen, Andrew Hinson, Rick Stewart and Joe Schick. As previously announced, Mr. Schick, a senior financial leader for several high growth companies, was appointed to the Board of Directors on Nov. 19, 2013, following the resignation, effective Nov. 5, 2013, of Roderick de Greef to pursue other interests. Messrs. Cohen, Hinson, Schick and Stewart are considered independent under the rules of the Nasdaq Stock Market. About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. As of Sept. 30, 2013, the Company had $3.20 million in total assets, $16.06 million in total liabilities and a $12.85 million total shareholders' deficiency. BROWN ACRES: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Brown Acres Inc. fka Alvernon Way Office Suites fka Caprock Mountain Ranch 1037 S Alvernon Way # 100 Tucson, AZ 85711 Case No.: 14-03743 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court District of Arizona (Tucson) Judge: Hon. Eileen W. Hollowell Debtor's Counsel: Eric Slocum Sparks, Esq. ERIC SLOCUM SPARKS PC 110 S Church Ave #2270 Tucson, AZ 85701 Tel: 520-623-8330 Fax: 520-623-9157 Email: law@ericslocumsparkspc.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Stan Brown, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. BUILDERS FIRSTSOURCE: Reports $4.5 Million Net Income in Q4 ----------------------------------------------------------- Builders FirstSource, Inc., reported net income of $4.52 million on $369.11 million of sales for the three months ended Dec. 31, 2013, as compared with a net loss of $12.04 million on $287.58 million of sales for the same period in 2012. For the fiscal year ended Dec. 31, 2013, the Company reported a net loss of $42.69 million on $1.48 billion of sales as compared with a net loss of $56.85 million on $1.07 billion of sales for the fiscal year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $515.83 million in total assets, $500.47 million in total liabilities and $15.36 million in total stockholders' equity. Commenting on the company's results, Builders FirstSource Chief Executive Officer Floyd Sherman said, "We ended fiscal 2013 with sales of approximately $1.5 billion, a 39.2 percent increase over fiscal year 2012 sales. From a U.S. single-family housing starts perspective, 2013 ended with 618,400 actual starts, up 15.5 percent over 2012, but still well below the historical average of the past fifty years. When coupled with the ongoing recovery in U.S. housing, our market share gains of recent years have helped accelerate the pace of our sales growth. In turn, this enabled us to end fiscal 2013 with positive earnings before taxes, when excluding the effects of charges related to our May 2013 debt refinancing." A copy of the press release is available for free at: http://is.gd/GVLSLR About Builders FirstSource Headquartered in Dallas, Texas, Builders FirstSource Inc. -- http://www.bldr.com/-- supplies and manufactures building products for residential new construction. The Company operates in nine states, principally in the southern and eastern United States, and has 55 distribution centers and 51 manufacturing facilities, many of which are located on the same premises as its distribution facilities. * * * As reported by the TCR on May 15, 2013, Standard & Poor's Ratings Services Inc. said it raised its corporate credit rating on Dallas-based Builders FirstSource to 'B' from 'CCC'. "The upgrade acknowledges U.S.-based building materials manufacturer and distributor Builders FirstSource Inc.'s 'strong' liquidity based on the company's proposed recapitalization," said Standard & Poor's credit analyst James Fielding. Builders FirstSource carries a Caa1 Corporate Family Rating from Moody's Investors Service. C&K MARKET: Has Until June 17, 2014 to Decide on Unexpired Leases ----------------------------------------------------------------- The Hon. Frank R. Alley of the U.S. Bankruptcy Court for the District of Oregon extended, at the behest of C&K Market, Inc., the period in which Debtor must assume or reject unexpired leases of non-residential real property through and including the earlier of (i) June 17, 2014, or (ii) the date of the entry of an order confirming a plan. The Debtor is currently the tenant under various non-residential real property leases. The Debtor has performed all of its obligations arising from and after the Petition Date under the Leases and will continue to perform the obligations pending assumption or rejection. The Debtor has employed Hilco Real Estate, LLC, as real estate consultant to assist Debtor in evaluating the Leases. Hilco has not yet completed its analysis or completed its negotiations with the landlords. The Debtor employed Karl V. Wissmann as Chief Operating Officer, as of Feb. 24, 2014. Mr. Wissman is in the process of evaluating the Leases. The Debtor stated in its March 6, 2014 court filing that it needs additional time to allow Hilco and its COO to complete their evaluation of the Leases. It is premature for Debtor to assume or reject the Leases at this time, the Debtor said. On March 17, 2014, the Court entered a stipulated order extending the period in which Debtor must assume or reject that certain lease agreement between Debtor and the landlord relating to the real property located at the corner of Highway 101 and Willow Street in Waldport, Oregon, through and including May 19, 2014. About C&K Market C&K Market Inc., a 57 year-old grocery store chain, sought bankruptcy protection from creditors with a plan to sell or close some of its stores, on Nov. 19, 2013 (Bankr. D. Ore. Case No. 13-64561). The case is assigned to Judge Frank R. Alley, III. C&K Market scheduled $157,696,921 in total assets and $101,604,234 in total liabilities. The Debtor is represented by Albert N. Kennedy, Esq., Timothy J. Conway, Esq., Michael W. Fletcher, Esq., and Ava L. Schoen, Esq., at Tonkon Torp LLP, in Portland, Oregon. Edward Hostmann has been tapped as chief restructuring officer, and The Food Partners, LLC, serves as the Debtor's financial advisor. Kieckhafer Schiffer & Company LLP serves as advisors and consultants to communicate with lenders, brokers, attorneys and other professionals. Henderson Bennington Moshofsky, P.C., serves as accountants. Watkinson Laird Rubenstein Baldwin & Burgess PC serves as labor counsel. The Debtor hired Great American Group, LLC, to conduct store closing sales. Kurtzman Carson Consultants is the Debtor's noticing agent. An Official Committee of Unsecured Creditors appointed in the Debtor's case has retained Scott L. Hazan, Esq., David M. Posner, Esq., and Jenette A. Barrow-Bosshart, Esq., at Otterbourg P.C. as lead co-counsel, and Tara J. Schleicher, Esq., at Farleigh Wada Witt as local co-counsel; and Protiviti, Inc. as financial consultant. C&K Market has filed a Chapter 11 plan and accompanying disclosure statement dated Jan. 31, 2014, which provide that each holder of an allowed general unsecured claim will receive one share of common stock of the reorganized debtor in exchange for each $10 of the holder's allowed general unsecured claim and a subscription right in the event the Debtor elects to consummate a rights offering. The Plan provides for the payment in full on the Effective Date of all Allowed Administrative Expense Claims, Priority Tax Claims, Other Priority Claims and the Allowed Secured Claim of U.S. Bank. The Plan provides for the payment in full over time, with interest, of all other Secured Claims. In general, Secured Creditors with personal property collateral will be paid in 60 equal amortizing payments, with interest at 5%, and Secured Creditors with real property collateral will be paid in 84 equal amortizing payments with interest at 5% based on a 25-year amortization with a balloon payment in seven years. CAMCO FINANCIAL: Gator Capital Stake at 1.7% as Dec. 31 ------------------------------------------------------- In an amended Schedule 13G filed with the U.S. Securities and Exchange Commission, Gator Capital Management, LLC, disclosed that as of Dec. 31, 2013, it beneficially owned 247,225 shares of common stock of Camco Financial Corporation representing 1.7 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/zyH6Fb About Camco Financial Cambridge, Ohio-based Camco Financial Corporation is a bank holding company that was organized under Delaware law in 1970. Camco is engaged in the financial services business in Ohio, Kentucky and West Virginia, through its wholly-owned subsidiary, Advantage Bank, an Ohio bank. On March 31, 2011, Camco divested activities related to Camco Title Agency and decertified as a financial holding company. Camco remains a bank holding company and continues to be regulated by the Federal Reserve Board. Plante & Moran PLLC, in Auburn Hills, Michigan, in their report on the consolidated financial statements for the year ended Dec. 31, 2012, noted that the Corporation's bank subsidiary is not in compliance with revised minimum regulatory capital requirements under a formal regulatory agreement with the banking regulators, and that failure to comply with the regulatory agreement may result in additional regulatory enforcement actions. Camco's wholly-owned subsidiary Advantage Bank's Tier 1 capital does not meet the requirements set forth in the 2012 Consent Order. As a result, the Corporation will need to increase capital levels. Camco Financial reported net earnings of $7.83 million on $27.91 million of total interest income for the 12 months ended Dec. 31, 2013, as compared with net earnings of $4.16 million on $31.62 million of total interest income for the 12 months ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $774.38 million in total assets, $704.13 million in total liabilities and $70.24 million in stockholders' equity. CASPIAN SERVICES: Incurs $699,000 Net Loss in Dec. 31 Qtr. ---------------------------------------------------------- Caspian Services, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $699,000 on $9.75 million of total revenues for the three months ended Dec. 31, 2013, as compared with a net loss of $3.01 million on $5.05 million of total revenues for the same period in 2012. As of Dec. 31, 2013, the Company had $80.82 million in total assets, $91.66 million in total liabilities and a $10.83 million total deficit. A copy of the Form 10-Q is available for free at: http://is.gd/sZWK8B About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian Services incurred a net loss of $11.82 million on $33.08 million of total revenues for the year ended Sept. 30, 2013, as compared with a net loss of $15.95 million on $24.74 million of total revenues during the prior fiscal year. Haynie & Company, 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 a Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable. As a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2013. At Sept. 30, 2013, the Company had negative working capital of approximately $66,631,000. Uncertainty as to the outcome of these factors raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning To help the Company meet its additional funding obligations to construct the marine base, in 2008 the Company entered into two facility agreements pursuant to which the Company received debt funding of $30,000. In June and July 2011, Mr. Bakhytbek Baiseitov (the "Investor") acquired the two facility agreements. In September 2011 the Company issued the Investor two secured promissory notes, a Secured Non-Negotiable Promissory Note in the principal amount of $10,800 and a Secured Convertible Consolidated Promissory Note in the principal amount of $24,446 in connection with restructuring the facility agreements. During December 2012 the Company, the European Bank for Reconstruction and Development and the Investor outlined the terms of a potential restructuring of the Company's financial obligations to EBRD and the Investor in a non-binding term sheet. Throughout the fiscal year the parties have worked to negotiate definitive agreements pursuant to the terms set out in the Term Sheet. Subsequent to the fiscal year end, negotiations between EBRD, the Investor and the Company to restructure the Company's financial obligations pursuant to the terms of the Term Sheet stalled and have been discontinued. However, the Company has engaged in new discussions with EBRD regarding a possible restructuring of its financial obligations to EBRD. "Should EBRD or the Investor determine to accelerate the Company's repayment obligations to them, the Company currently has insufficient funds to repay its obligations to EBRD or the Investor, individually or collectively, and would be forced to seek other sources of funds to satisfy these obligations. Given the Company's current and near-term anticipated operating results, the difficult credit and equity markets and the Company's current financial condition, the Company believes it would be very difficult to obtain new funding to satisfy these obligations. If the Company is unable to obtain funding to meet these obligations EBRD or the Investor could seek any legal remedies available to them to obtain repayment, including forcing the Company into bankruptcy, or in the case of the EBRD loan, which is collateralized by the assets, including the marine base, and bank accounts of Balykshi and CRE, foreclosure by EBRD on such assets and bank accounts. The Company has also agreed to collateralize the Investor's Notes with non-marine base related assets," according to the Company's 2013 Annual Report. COSI INC: Activist Says Poison Pill Is Stomach-Churning ------------------------------------------------------- Sarah Pringle, writing for The Deal, reported that activist investor Attiva Capital Partners Ltd. is stirring things up at Deerfield, Ill.-based Cosi Inc., demanding that the unprofitable sandwich franchise chain eliminate its poison pill and take measures to confront its fiscal problems. "Paraphrasing Pink in her famous song 'Just Like a Pill': Instead of making shareholders and the company better this 'pill' is making us ill," Attiva managing partner David Tomasello wrote in a March 11, 13D filing with the Securities and Exchange Commission, the report cited. The activist with its 5.1% stake wants Cosi to consider selling company-owned stores to franchisees and to issue stock options, the report said. New York-based Attiva is also calling for Cosi to include directors with substantial stock ownership, the report related. No one on Cosi's board owns more than 2.33% of the company's common or preferred share, with its five directors together holding only a 4.66% stake in the company. The shareholder's concerns aren't surprising, given that the chain has yet to turn a profit since going public in 2002, the report further related. Cosi posted an $11.4 million loss during fiscal 2013 on $86.3 million in revenue. CROWN MEDIA: Reports $67.7 Million Net Income in 2013 ----------------------------------------------------- Crown Media Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income attributable to common stockholders of $67.71 million on $377.80 million of net total revenue for the year ended Dec. 31, 2013, as compared with net income attributable to common stockholders of $107.35 million on $349.87 million of net total revenue for the year ended Dec. 31, 2012. For the three months ended Dec. 31, 2013, the Company reported net income and comprehensive income of $26.66 million on $118.38 million of net total revenue as compared with net income and comprehensive income of $70.11 million on $102.30 million of net total revenue for the same period in 2012. As of Dec. 31, 2013, the Company had $1.03 billion in total assets, $639.08 million in total liabilities and $399.14 million in total stockholders' equity. "Crown Media experienced strong ratings growth and operating results in fourth quarter and full year 2013, driven by our strategy to expand and enhance our original programming slates for Hallmark Channel and Hallmark Movie Channel," said Bill Abbott, president and CEO of Crown Media Family Networks. "In addition to the success of our first original scripted series, Cedar Cove, Hallmark Channel's Countdown to Christmas campaign positively impacted advertising sales revenue and garnered record high ratings in Fourth Quarter, including the highest quarter, month, week, day, and telecast in network history. Hallmark Movie Channel saw double digit year-over-year ratings growth versus 2012, continued to see solid distribution increases for the year, and closed out a successful fourth quarter with the launch of the network's own holiday programming franchise, The Most Wonderful Movies of Christmas. We are well positioned at the outset of 2014 to build on this momentum and leverage our investment in original programming and distribution gains to further drive our bottom line." Bankruptcy Warning "Our senior secured credit facilities and the indenture governing the Notes contain a number of covenants that impose significant operating and financial restrictions on us which, among other things, limit our ability to do the following: * incur additional debt or issue certain preferred shares; * pay dividends on or make distributions in respect of our capital stock or make other restricted payments; * make certain payments on debt that is subordinated or secured on a junior basis; * make certain investments; * sell certain assets; * create liens on certain assets; * consolidate, merge, sell or otherwise dispose of all or substantially all of our assets; * enter into certain transactions with our affiliates; and * designate our subsidiaries as unrestricted subsidiaries. Any of these restrictions could limit our ability to plan for or react to market conditions and could otherwise restrict corporate activities. Any failure to comply with these covenants could result in a default under our senior secured credit facilities and the indenture governing the Notes. Upon a default, unless waived, the lenders under our senior secured credit facilities could elect to terminate their commitments, cease making further loans, foreclose on our assets pledged to such lenders to secure our obligations under the senior secured credit facilities and force us into bankruptcy or liquidation. Holders of the Notes would also have the ability ultimately to force us into bankruptcy or liquidation, subject to the indenture governing the Notes," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/MJu9pE About Crown Media Studio City, Calif.-based Crown Media Holdings, Inc. (NASDAQ: CRWN) -- http://www.hallmarkchannel.com/-- owns and operates cable television channels dedicated to high quality, broad appeal, entertainment programming. The Company currently operates and distributes Hallmark Channel in both high definition (HD) and standard definition (SD) to 90 million subscribers in the U.S. Crown Media also operates a second 24-hour linear channel, Hallmark Movie Channel, available in both HD and SD, which focuses on family-friendly movies with a mix of classic theatrical films, presentations from the acclaimed Hallmark Hall of Fame library, original Hallmark Channel movies and special events. * * * As reported by the TCR on May 28, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Studio City, Calif.-based cable network company Crown Media Holdings Inc. to 'B+' from 'B'. "The upgrade reflects Crown Media's recent operating performance, which achieved higher EBITDA and lower leverage than our expectations," said Standard & Poor's credit analyst Deborah Kinzer. Crown Media carries a B2 Corporate Family Rating from Moody's Investors Service. Crown Media's B2 CFR reflects the company's small size and niche market position among cable network operators, concentration in two Hallmark-branded channels, reliance on licensed third party content for a majority of its programming, and high leverage. DETROIT, MI: Syncora May Object to New Swap Settlement ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit's new swap settlement may not sail through bankruptcy court unopposed as bond insurer Syncora Guarantee Inc. has said in court "there is a likelihood that we will object," even though the new $85 million settlement is almost half as costly as the $165 million settlement the bankruptcy judge disapproved in January as too rich. The settlement is with the Merrill Lynch Capital Services Inc. unit of Bank of America Corp. and UBS AG, the report related. They made the swap agreement intended to protect Detroit from rising interest rates on floating-rate loans taken down to fund the pension systems. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Retirement Systems Criticize Plan Support Deal ----------------------------------------------------------- The Police and Fire Retirement System of the City of Detroit and the General Retirement System of the City of Detroit filed their limited objection dated March 17, 2014, to the City's motion for approval of a settlement and Plan support agreement. The Retirement Systems do not object to the economic terms of the settlement, but reserve the right to object to any treatment of their claims and interests as well as their beneficiaries' under any plan of adjustment or otherwise, including without limitation that the treatment is inequitable relative to the treatment of the claims of the so-called Swap Counterparties under the settlement. The Retirement Systems also find the proposed collateralization of the settlement as well as certain provisions in the proposed order "problematic". At the time Detroit filed for Chapter 9 bankruptcy, it was in default under certain interest rate swap agreements with UBS AG and Merrill Lynch Capital Services, Inc. It ultimately reached an agreement on the principal terms of a settlement and plan support agreement that accomplishes a solution that would reduce its potential liability to the Swap Counterparties, which would be approximately $288 million, and ensure continued access to critically-needed casino revenues that the City purportedly had pledged to secure these obligations. On March 4, the Debtor filed a corrected plan support agreement, and sought Court approval of the settlement and plan support agreement. Under the proposed Agreement, the City will continue to make payment to the Swap Counterparties up to the aggregate sum of $85 million in cash-less a credit of approximately $8.4 million that is deposited in the lockbox structure-in full satisfaction of the claims between the parties. In addition to this approximately 70% reduction in the payment amount, the City will make payments in manageable amounts over time, rather than in a lump sum. Pursuant to a payment schedule, the City will continue to make quarterly payments to the Swap Counterparties. The Swap Counterparties agree to release their claims against the City and vote in favor of a plan of adjustment proposed by the City that affords them such treatment. Detroit has said the agreement provides other important benefits to the City in its overall rehabilitative efforts. In addition to providing a 70% discount off of the amount that would allegedly be payable by the City, the settlement will provide greater certainty with respect to the City's cash flows and liquidity -- the City will have continued access to its casino revenues and will not have an obligation to put aside monies in a disputed claims reserve for the benefit of the Swap Counterparties. This greater certainty with respect to the City's cash flows and liquidity will simplify the City's ability to obtain quality of life financing to improve vital services for the citizens of Detroit. The agreement also puts the City in a better position to make additional consensual deals with other creditors by expanding the options available to it during this critical time period in the case when negotiations and mediation are ongoing. A copy of the corrected plan support agreement is available for free at http://is.gd/sf02II A copy of the original Plan support agreement, dated March 3, is available for free at http://is.gd/2KcOXW 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. On Dec. 23, 2013, five unsecured creditors were appointed to the Official Committee of Unsecured Creditors. The Committee was later disbanded at the City's behest. DETROIT, MI: Creditors Panel's Bid to Retain MoFo Denied -------------------------------------------------------- The Bankruptcy Court denied approval of the request filed by the Official Committee of Unsecured Creditors in the Chapter 9 case of the City of Detroit, Michigan, to retain Morrison & Foerster LLP as its counsel. The ruling is in line with Judge Steven Rhodes' decision granting granted the City of Detroit's request to disband the Unsecured Creditors Committee. The Debtor filed a limited objection to the retention, saying it has not agreed (and does not agree) to pay any fees or expenses incurred by Morrison & Foerster. On Feb. 14, the Committee requested that the Court approve the retention of Morrison & Foerster as its counsel to, among other things: a) assist and advise the Committee in its consultation with the City relative to the administration of the chapter 9 case; b) attend meetings and negotiate with the representatives of the City and other parties in interest; and c) assist and advise the Committee in its examination and analysis of the conduct of the City's affairs. Morrison & Foerster's hourly rates are: Partners $705 to $1,250 Of Counsel $595 to $975 Associates $280 to $750 Paraprofessionals $185 to $410 These professionals at Morrison & Foerster expected to have primary responsibility for providing services to the Committee, and their hourly rates were: Brett H. Miller, partner $1,050 Lorenzo Marinuzzi, partner $995 Larry Engel, partner $950 Melissa A. Hager, of counsel $825 William Hildbold, associate $610 Jessica Arett, associate $415 Danielle Braun, paraprofessional $290 The Committee had said that, to the best of its knowledge, Morrison & Foerster is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Court Rejects Creditors Panel's Bid to Hire Steinberg ------------------------------------------------------------------ The Bankruptcy Court denied the motion of the Official Committee of Unsecured Creditors in the Chapter 9 case of the City of Detroit, Michigan, to retain Steinberg Shapiro & Clark, as its co-counsel. The ruling is in line with Judge Steven Rhodes' decision granting granted the City of Detroit's request to disband the Unsecured Creditors Committee. The Debtor filed a limited objection to the retention, stating that the City has not agreed (and does not agree) to pay any fees or expenses incurred by SSC. Similarly, SSC may not apply to the Court for compensation of professional services rendered to the Creditors' Committee or reimbursement of expenses incurred in connection therewith. On Feb. 14, the Committee requested that the Court approve the retention of SSC as co-counsel to provide it with legal advice with respect to its powers and duties as a Committee in connection with the Debtor's Chapter 9 case, and to perform other necessary legal services on its behalf. The supposed SSC personnel assigned to the engagement and their hourly rates were: Mark H. Shapiro $300 Tracy M. Clark $275 Geoffrey T. Pavlic $285 Jordan M. Sickman $240 Lauren Schumacher Oriani $195 Legal Assistants $125 The Committee said SSC has no adverse interest to the estate or any class of creditors. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Bankruptcy Judge Criticizes Liability Insurance Plan ----------------------------------------------------------------- Christine Ferretti, writing for The Detroit News, reported that U.S. Bankruptcy Judge Steven Rhodes had harsh words for attorneys fighting for a lofty insurance policy to protect members of a retiree committee from legal backlash associated with Detroit's Chapter 9 case. According to the report, the nine-member committee of retirees, appointed to represent former city workers in the bankruptcy case, want taxpayers to underwrite the $602,250 insurance policy, a "necessary" expense, of their unpaid service. But the city, which requested the committee be formed and is footing its attorney bills, opposes the request for the "errors and omissions" liability insurance that would come out of the financially insolvent city's coffers. While sympathetic to concerns of committee members, Judge Rhodes was critical of the request, noting the proposed funding pot could better be used to pay for police officers, EMS workers or firefighters in the "service delivery insolvent" city, the report related. The amount, he added, appears to be "grossly disproportionate" to what would actually be needed. "Every dollar that goes to an insurance policy is one less dollar that can go to services," Judge Rhodes told attorneys during the motion hearing in Detroit's federal court, the report further related. "I've already said at some point, the city has to stop making bad financial decisions. This is the time." 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Retirees Say Pension Cuts Will Impoverish Them ----------------------------------------------------------- Law360 reported that Detroit retirees took to bankruptcy court to air their fears about the city's proposed plan of adjustment, which could force them to swallow hefty cuts to their pensions, with many noting that such measures would force them to seek public assistance. According to the report, the objections came just as the judge overseeing Detroit's bankruptcy pushed back the start of its confirmation trial to July 16. Around 90 individual objections were filed in Detroit's bankruptcy docket as of March 6, several of which were handwritten, the report related. 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. The Hon. Steven Rhodes oversees the bankruptcy case. 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. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DEWEY & LEBOEUF: Case Shows Staffers Help Boss at Their Own Peril ----------------------------------------------------------------- Law360 reported that a junior Dewey & LeBoeuf LLP staffer hit with criminal charges for his alleged role in a scheme to misstate the firm's financial position serves as a cautionary tale for any BigLaw employees who feel shielded from liability for the actions of their lawyer bosses, experts say. According to the report, Zachary Warren, 29, who joined the just- formed firm in 2008 soon after college, walked in handcuffs into a Manhattan court alongside three top Dewey executives: former Chairman Steven Davis, former Executive Director Stephen DiCarmine and former Chief Financial Officer Joel Sanders. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DEWEY & LEBOEUF: 7 Ex-Employees Plea Guilty to Manipulation ----------------------------------------------------------- Matthew Goldstein, writing for The New York Times' DealBook, reported that when Manhattan District Attorney Cyrus R. Vance, Jr., announced the filing of a 106-count indictment against three former executives and one low-level employee of Dewey & LeBoeuf, he also said he has secured guilty pleas and potential cooperation from seven former employees of the defunct firm. The identities and plea agreements of these former employees, however, are being kept under wraps by New York prosecutors, and this decision to keep their names secret even after the four accused had been arrested and charged is striking some in the legal world as surprising, the report said. Defense lawyers say the continued sealing of those cases is akin to the way prosecutors often handle organized crime cases or an undercover investigation. "It's not the typical process," Alafair S. Burke, a criminal law professor at the Hofstra University School of Law and a writer of crime novels, told the DealBook. Ms. Burke said she could understand the prosecutors wanting to keeping secret the names of people who had pleaded guilty if there was a fear of witness- tampering or witness intimidation. But that seems unlikely in what is essentially a white-collar accounting fraud case, she said. "It is unusual to have the pleas sealed at this juncture and in the context of this case," Christopher E. Chang, a defense lawyer and a former Manhattan assistant prosecutor, also told the DealBook. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGICEL GROUP: Moody's Rates New $865MM Sr. Unsecured Notes Caa1 ---------------------------------------------------------------- Moody's Investors Service has assigned a Caa1 rating to Digicel Group Limited's ("Digicel", "DGL" or the "company") proposed offering of $865 million Senior Unsecured Notes due 2022. The use of proceeds will be used to redeem 100% of the existing Digicel Group Limited 10.5% Senior Unsecured Notes due 2018, including redemption premiums, accrued interest and fees. Incorporated into the rating action is the possibility of the offering being upsized to as much as $1 billion. Moody's believes that any additional upsizing would be used to add a small amount of cash to the balance sheet to be used for general corporate purposes and/or future acquisitions. Rating Assigned: Issuer: Digicel Group Limited Senior Unsecured Notes due September 2022 -- Caa1 (LGD-5, 82%) Ratings Rationale Digicel's B2 Corporate Family Rating (CFR) is supported by its leading position as the largest wireless telecommunications carrier in the Caribbean, as well as its successful track record at gaining significant market share and producing solid operating results relatively quickly after new markets are launched. The company's growing penetration in markets outside of its long- standing Jamaica base has resulted in quick deleveraging from roughly the 10.0x level following recapitalization of the balance sheet in early 2007, to 5.1x total debt to EBITDA (Moody's adjusted) as of December 31, 2013. However, Digicel's history of debt funded acquisitions and sizable dividend payments, plus the likelihood that in the future DGL could acquire the portion of DHCAL that it does not currently own weigh down the rating. While the company continues to have strong geographic diversification, this is mitigated by its exposure to Jamaica (about 14% of total revenue), which is struggling to revive its economy and experiencing competitive telecom pricing following the implementation of a new regulatory and tax scheme designed to increase government receipts. Further, slowing subscriber growth, lower pricing plans and adverse foreign currency movements relative to the US dollar in Digicel's three largest geographies (Jamaica, Haiti and Papua New Guinea) accounting for over 45% of revenue have resulted in a 1% revenue decline for the nine months ended December 2013. The stable rating outlook reflects Moody's opinion that DGL is unlikely to drive debt to EBITDA leverage to under 4x (Moody's adjusted) over the rating horizon given the incremental debt incurred as a result of this capital raise together with the upsized $1.3 billion notes issued earlier this year (March), combined with evidence of slowing subscriber growth in Digicel's core markets and flat operating cash flow growth. The outlook also reflects Moody's view that over the next two years, the company could use debt to acquire more DHCAL equity from its principal shareholder, Denis O'Brien. Moody's could upgrade Digicel's rating if the company demonstrated a less aggressive dividend philosophy, financial policies targeted leverage lower than 4x debt to EBITDA (Moody's adjusted), and if the operations exhibited positive free cash flow generation in excess of 5% of total debt (Moody's adjusted) on a sustained basis while maintaining very good liquidity. The ratings could be downgraded if operational shortfalls or unexpected acquisitions/investments elevated Digicel's leverage above 6x debt to EBITDA (Moody's adjusted) within an 18 - 24 month horizon. The ratings will likely experience downward pressure if competition escalates in the company's core markets or if deterioration in the political, economic and regulatory environments in the Caribbean or South Pacific markets result in declining operating cash flows and weak liquidity. The principal methodology used in this rating was the Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Incorporated in Hamilton, Bermuda, with headquarters in Kingston, Jamaica, W.I., Digicel is the largest provider of wireless telecommunication services in the Caribbean. Revenue for the twelve months ended December 31, 2013 totaled $2.8 billion. DOLAN COMPANY: To File Prepack Ch.11; Has $10MM DIP Loan in Place ----------------------------------------------------------------- The Dolan Company, along with certain of its subsidiaries, has agreed to a comprehensive balance-sheet restructuring with its secured lenders that, among other things, will allow the Company to continue honoring obligations of its employees, customers, and vendors in the ordinary course of business. The proposed restructuring will allow the Company to achieve a capital structure that will allow the Company to grow its business into the future. To implement the restructuring, the Company and certain of its subsidiaries intend to file voluntary petitions for a prepackaged chapter 11 bankruptcy in the U.S. Bankruptcy Court for the District of Delaware. The Dolan Company's e-discovery business, DiscoverReady LLC, will not file a chapter 11 petition and its operations will not be affected by the proposed chapter 11 process. The filing subsidiaries and DiscoverReady will continue to operate their businesses as usual in all respects and the restructuring is not expected to have a negative effect on the Company's operations. On March 18, 2014, the Company and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the restructuring support agreement, the Company commenced solicitation for votes on the chapter 11 plan from the Company's secured creditors, the only parties entitled to vote under the plan of reorganization. Solicitation is expected to conclude at the end of this week. Upon securing sufficient votes to accept the chapter 11 plan, the Company will seek relief under chapter 11. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The restructuring support agreement also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. Importantly, the Company will continue to provide its usual, high-quality services and products to its customers through this process and, as noted above, will continue to pay its vendors, employees, and other ongoing obligations in the normal course of business, and none of these parties should be materially affected by the chapter 11 filing or process. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. "The Company remains well positioned in its core markets. This reorganization step is necessary to unlock these current businesses from the weight of debt principally associated with its previous mortgage foreclosure processing businesses," said Kevin Nystrom, the Company's chief restructuring officer. "The Company and its lenders are committed to the customers, employees, and vendors and want to secure a bright future through this process," he said. The plan of reorganization contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a leading global private investment firm with more than $15 billion of equity capital under management. The Company's lenders are expected to provide a $10 million debtor-in-possession loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. In connection with this process, James P. Dolan, the Company's founder and chief executive officer, and Scott Pollei, the Company's long-time chief operating officer, have resigned their positions with the Company, with such resignations to be concurrent with the planned chapter 11 filing. Chief Financial Officer Vicki Duncomb and General Counsel Renee Jackson will remain in their leadership positions with the Company and will assist Chief Restructuring Officer Nystrom in managing the Company's operations. Given the typical speed of a "pre-packaged" plan of reorganization, the Company expects to emerge from bankruptcy within approximately two months. The Company and DiscoverReady expect to continue to conduct business as usual through the restructuring process and expect day-to-day relationships with employees, vendors, and customers to remain strong. Minneapolis, Minn., The Dolan Company (OTC:DOLN) -- http://www.thedolancompany.com/-- provides professional services and business information to the legal, financial and real estate sectors. The Company's Professional Services Division provides specialized outsourced services to the legal profession primarily through subsidiaries DiscoverReady LLC and Counsel Press. Counsel Press is the nation's largest provider of appellate services to the legal community. DiscoverReady LLC provides outsourced discovery management and document review services to major companies and law firms. The Company's Business Information Division publishes business journals, court and commercial media and other highly focused information products and services, operates web sites and produces events for targeted legal and professional audiences in each of the 19 geographic markets that it serves across the United States. DOTS LLC: Obtains Authority to Pay Bonuses to 25 Key Employees -------------------------------------------------------------- Dots, LLC, et al., sought and obtained authority from the U.S. Bankruptcy Court for the District of New Jersey to implement their key employee incentive plan; provided, however, that each participating employee is entitled to receive a bonus under the KEIP if the Debtors meet the gross sale proceeds thresholds and the participating employee is employed by the Debtors until the time his/her services are no longer needed. The Court also ruled that unless and until the DIP Obligations and the Prepetition Senior Secured Obligations are indefeasibly repaid in full, in cash, the Debtors will not make any payments under the KEIP except as permitted under the DIP Credit Documents and the Budget. The Debtors have identified eight executives and divisional merchandising managers and 17 non-executive management team members that the Debtors believe are essential to the successful execution of a sale under Section 363 of the Bankruptcy Code and will have the most impact on the value achieved through the sale process. The total amount payable under the KEIP for all Participating Employees ranges from aggregate Bonuses of $345,000 if the minimum sale proceeds threshold of $30,000,000 is achieved, to aggregate Bonuses of $1,376,000 if the maximum sale proceeds threshold of $65,000,000 or more is achieved. The Court overruled an objection raised by Roberta A. DeAngelis, the U.S. Trustee for Region 3, who complained that the Debtors failed to disclose the complete title or job description of the "key" employees or the specifics of why each individual is essential to maximize distributions to unsecured creditors. About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. EASTMAN KODAK: Posts Net Loss of $63 Million in 4th Quarter 2013 ---------------------------------------------------------------- Eastman Kodak Company on March 19 reported financial results for the fourth quarter and full year 2013. Performance highlights include: Full-year operational EBITDA of $160 million in 2013 was an improvement by $375 million, excluding fresh start and other accounting adjustments. Total net earnings for the year were $1.99 billion, including a reorganization items net gain of $2.01 billion, as well as a gain of $535 million related to the sale of the digital imaging patent portfolio, partially offset by a $77 million non-cash goodwill impairment charge. For 2012, there was a net loss of $1.38 billion. Sales for 2013 declined from the prior year by 14% to $2.35 billion, as the company prioritized profitable opportunities over sales volume, and sales of motion picture film and consumer inkjet printer ink continued to decline. The business emergence plan revenue projection for 2013 was approximately $2.5 billion. Full year 2013 gross profit margin improved year-over-year by ten percentage points, reflecting primarily increased contribution from non-recurring intellectual property arrangements, product mix improvements, and cost reductions. Liquidity remains strong; the year ended with $844 million cash and debt of $678 million. Fourth quarter net loss was reduced from $402 million in 2012 to $63 million in 2013. Kodak is releasing these financial results in tandem with the filing of its Form 10-K annual report. "We had significant year-over-year improvement in our operating performance, but our sales fell short of our plan. The decline was primarily due to the accelerated decline in our motion picture film business, the decline in revenues in our consumer inkjet business with the end of printer sales, and the loss of revenue while we were in reorganization," said Becky Roof, Chief Financial Officer. Looking at 2014, Jeff Clarke, Chief Executive Officer, added, "I am excited about the strong increases we are seeing in revenues from our emerging technology businesses that will create the foundation for Kodak's future growth. We expect to mitigate the earnings declines in some of our mature businesses with improved performance from our strategic technology businesses. I also believe there are significant opportunities to improve the productivity and effectiveness of our sales, manufacturing and administrative functions." 2014 Outlook ? Kodak currently estimates revenue in 2014 will total approximately $2.1-2.3 billion. The company anticipates substantial year-over-year sales growth in its emerging technology businesses, led by digital printing, packaging and functional printing; stability in its enterprise services and graphics communications businesses, and revenue declines for motion picture film and consumer inkjet printer ink sales. The company expects to achieve earnings from continuing operations between a $40 million loss and break-even and Operational EBITDA of approximately $145-$165 million in 2014. Capital expenditures of approximately $50 million are projected. Kodak does not intend to release projections beyond 2014 at this time. Kodak Reporting Structure The company's portfolio of products and services meets two distinct needs for its customers: transforming large printing markets with digital offset, hybrid and digital print solutions; and commercializing new solutions for high-growth markets that build on the company's developed technologies and proprietary intellectual property. Kodak operates under two business segments: Graphics, Entertainment & Commercial Films (GECF) and Digital Printing & Enterprise (DP&E). Graphics, Entertainment & Commercial Films (GECF): The GECF segment consists of the Graphics and Entertainment & Commercial Films groups, as well as Kodak's intellectual property and brand licensing activities. 2013 Full Year ? The decrease in the GECF segment net sales of approximately 10% for 2013 was primarily due to lower demand for motion picture film within Entertainment & Commercial Films, as well as reduced demand in Graphics. Also contributing to the decline was unfavorable price/mix within Graphics due to industry pricing pressures. Partially offsetting these declines was favorable price/mix within Intellectual Property and Brand Licensing due to non-recurring intellectual property licensing agreements, as well as favorable product price/mix within Entertainment & Commercial Films due to pricing actions. The improvement in the GECF segment gross profit percent for the year was primarily driven by the non-recurring intellectual property licensing agreements in Intellectual Property and Brand Licensing and pricing actions in Entertainment & Commercial Films, and strong manufacturing productivity and other cost improvements in Graphics. Partially offsetting these improvements was unfavorable product price/mix within Graphics due to industry pricing pressures, as well as increased manufacturing and other costs within Entertainment & Commercial Films due to lower industry volumes, and $43 million negative impact of fresh start and other accounting adjustments. Excluding the impact of these adjustments, gross profit improved by $101 million or 7.9% of revenue due to the improvements outlined above. In the Graphics business, 450 existing customers and new accounts have converted to KODAK SONORA Process Free Plates, which provide cost savings and production efficiencies. SONORA Plates also enable printers to improve their sustainability profile by eliminating the use of processing chemistry and water. Digital Printing & Enterprise (DP&E): The DP&E segment consists of four product/service groups, Digital Printing Solutions, Packaging and Functional Printing, Enterprise Services and Solutions, and Consumer Inkjet Systems. 2013 Full Year ? The decrease in net sales for the DP&E segment of approximately 14% in 2013 was primarily attributable to volume declines within Consumer Inkjet Systems, driven by the discontinuance of printer sales, and lower sales of ink to the existing installed base of printers. Partially offsetting these declines were volume improvements within Digital Printing, driven by a larger number of placements of commercial inkjet components. The increase in the DP&E segment gross profit percent for 2013 resulted mainly from favorable price/mix within Consumer Inkjet Systems due to a greater proportion of consumer ink sales. Within Digital Printing, an increase in scale and productivity initiatives allowed for cost reductions, which also contributed to the gross profit improvement. These improvements were partially offset by the $39 million negative impact of fresh start accounting adjustments. Excluding the impact of fresh start and other accounting adjustments, gross profit improved by $100 million or 14.7% of revenue due to the improvements outlined above. Customers around the world continued to invest in KODAK PROSPER Solutions. Confidence in Kodak solutions was also demonstrated in the packaging segment, where KODAK FLEXCEL NX plate volumes rose at a strong double-digit level for the year, and Kodak entered a strategic development agreement with Bobst, a leading supplier of packaging machinery and services. About Eastman Kodak Rochester, New York-based Eastman Kodak Company and its U.S. subsidiaries on Jan. 19, 2012, filed voluntarily Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 12-10202) in Manhattan. Subsidiaries outside of the U.S. were not included in the filing and are expected to continue to operate as usual. Kodak, founded in 1880 by George Eastman, was once the world's leading producer of film and cameras. Kodak sought bankruptcy protection amid near-term liquidity issues brought about by steeper-than-expected declines in Kodak's historically profitable traditional businesses, and cash flow from the licensing and sale of intellectual property being delayed due to litigation tactics employed by a small number of infringing technology companies with strong balance sheets and an awareness of Kodak's liquidity challenges. In recent years, Kodak had been working to transform itself from a business primarily based on film and consumer photography to a smaller business with a digital growth strategy focused on the commercialization of proprietary digital imaging and printing technologies. Kodak has 8,900 patent and trademark registrations and applications in the United States, as well as 13,100 foreign patents and trademark registrations or pending registration in roughly 160 countries. Attorneys at Sullivan & Cromwell LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. FTI Consulting, Inc., is the restructuring advisor. Lazard Freres & Co. LLC, is the investment banker. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors has tapped Milbank, Tweed, Hadley & McCloy LLP, as its bankruptcy counsel. Michael S. Stamer, Esq., David H. Botter, Esq., and Abid Qureshi, Esq., at Akin Gump Strauss Hauer & Feld LLP, represent the Unofficial Second Lien Noteholders Committee. The Retirees Committee has hired Haskell Slaughter Young & Rediker, LLC, and Arent Fox, LLC as Co-Counsel; Zolfo Cooper, LLC, as Bankruptcy Consultants and Financial Advisors; and the Segal Company, as Actuarial Advisors. Robert J. Stark, Esq., Andrew Dash, Esq., and Neal A. D'Amato, Esq., at Brown Rudnick LLP, represent Greywolf Capital Partners II; Greywolf Capital Overseas Master Fund; Richard Katz, Kenneth S. Grossman; and Paul Martin. Kodak completed the $527 million sale of digital-imaging technology on Feb. 1, 2013. Kodak intends to reorganize by focusing on the commercial printing business. At the end of April 2013, Kodak filed a reorganization plan offering 85 percent of the stock to holders of the remaining $375 million in second-lien notes. The other 15 percent is for unsecured creditors with $2.7 billion in claims and retirees who have a $635 million claim from the loss of retirement benefits. U.S. Bankruptcy Judge Allan Gropper confirmed the plan on August 20, 2013. Kodak and its affiliated debtors officially emerged from bankruptcy protection on Sept. 3, 2013. Mark S. Burgess, Matt Doheny, John A. Janitz, George Karfunkel, Jason New and Derek Smith became members of Kodak's new board of directors as of Sept. 3, 2013. Existing directors James V. Continenza, William G. Parrett and Antonio M. Perez will continue their service as members of the new board. EDGENET INC: U.S. Trustee Names 5 to Noteholders' Committee ----------------------------------------------------------- A group of former owners of Edgenet Inc. obtained victory after Roberta A. DeAngeles, U.S. Trustee for Region 3, named five members to an official committee of note holders. The Committee members are: (1) Timothy D. Choate c/o Bondware, Inc. 239 John R. Rice Blvd. Murfreesboro, TN 37129 Phone: 615-598-9722 (2) Richard C. Pinson 820 Palmer Pl. Nashville, TN 37205 Phone: 615-277-0444 (3) Robert H. Neal 800 Kenwick Ct. Nashville, TN 37221 Phone: 615-293-4961 (4) Fred Marxer 18040 Windtop Ln. Dallas, TX 72587 Email: fgmarxer@yahoo.com (5) Martin Davis 4301 Hillsboro Pike, Ste. 320 Nashville, TN 37215 Phone: 615-298-4338 x 6110 As previously reported by The Troubled Company Reporter, Fred Marxer, Timothy Choate and Davis Carr -- individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by the Debtors as the "Seller Notes" -- asked the Bankruptcy Court to issue an order appointing an official committee of Seller Noteholders, arguing that there is substantial need in the Chapter 11 cases for an official committee to represent the interests of the Seller Noteholders. The Debtors objected to the request, arguing that the Seller Noteholders are adequately represented in the Chapter 11 cases by Ernest Wu, who represents a group of Noteholders which collectively represent about $18.35 million in claims against the Debtors and who said in papers filed in court that he supports the formation of a committee, particularly a committee made of up Noteholders. The Debtors also objected to the request on the grounds that an additional committee would be costly and burdensome. Liberty Partners Lenders, L.L.C., agreed with the Debtors and joined their objection. As a result of the Committee's appointment, the group of former owners withdrew as moot their request for the appointment of an official committee. About Edgenet 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. Edgenet has three business locations: Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. The Company has 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. The U.S. Trustee has been unable to appoint an official unsecured creditors committee as no sufficient interest has been generated from creditors. Fred Marxer, Timothy Choate and Davis Carr, individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by Edgenet, Inc., et al., requested that the Court will issue an order appointing an official committee of Seller Noteholders, or in the alternative, an official committee of unsecured creditors, with members appointed from the Seller Noteholders who agree to waive any continued security interest arising from the Seller Notes. EDISON MISSION: Files Board of Directors Notice ----------------------------------------------- Edison Mission Energy, et al., disclosed with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, that the members of the reorganization trust oversight board are Frederic "Jake" Brace, Timothy J. Bernlohr, Kurt M. Cellar, Eugene Davis, and Hugh Sawyer. The members of the board of directors of Post-Reorganization EME will be Steven Eisenberg, who will also serve as president and treasurer, Oded Rhone, who will serve as chief financial officer, assistant treasurer, and assistant secretary, and Norm Geurts, who will serve as secretary and assistant treasurer. 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 Joint Plan of Reorganization provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. The Plan was confirmed on March 11, 2014. ELITE PHARMACEUTICALS: CEO Stake at 23.2% as of Feb. 7 ------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Nasrat Hakim disclosed that as of Feb. 7, 2014, he beneficially owned 156,571,284 shares of common stock of Elite Pharmaceuticals, Inc., representing 23.2 percent of the shares outstanding. Mr. Hakim is the president, CEO and a director of Elite Pharmaceuticals. A copy of the regulatory filing is available for free at http://is.gd/E4Hu9Y About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. Elite Pharmaceuticals reported net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013, as compared with a net loss attributable to common shareholders of $15.05 million on $2.42 million of total revenues for the year ended March 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $18.27 million in total assets, $23.20 million in total liabilities and a $4.92 million total stockholders' deficit. Demetrius Berkower LLC, in Wayne, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. These conditions raise substantial doubt about its ability to continue as a going concern. EWGS INTERMEDIARY: Court Extends Lease Decision Period to March 31 ------------------------------------------------------------------ The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware has extended, at the behest of EWGS Intermediary, et al., the 120-day period during which the Debtors must assume or reject their unexpired leases of nonresidential property through and including March 31, 2014. As reported by the Troubled Company Reporter on Feb. 12, 2014, the Court entered on Dec. 5, 2013, an order approving the sale of substantially all of the Debtors' assets to a joint venture between Hilco Merchant Resources, LLC, and GWNE, Inc. The Debtors were authorized to, among other things, enter into an agency agreement whereby Hilco would conduct store closing sales at the Debtors' locations that weren't assumed and assigned to GWNE. Since the store closing sales required the utilization of the Debtors' leases, the end date for the proposed store closing sales under the agency agreement was set to coincide with the expiration of the Debtors' period to assume or reject leases of nonresidential real property at 120 days after the Petition Date, or March 4, 2014. A number of the leases that have been utilized by Hilco have been rejected or are subject to pending motions to reject. However, Hilco has indicated to the Debtors that it would like to continue the store closing sales at some of the other locations for a short period of time, which wouldn't extend beyond March 31, 2014. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg, Esq., at Cooley LLP, serve as lead counsel to the Official Committee of Unsecured Creditors. Michael J. Merchant, Esq., Christopher M. Samis, Esq., and William A. Romanowies, Esq., at Richards, Layton & Finger, P.A. serve as Delaware counsel. The Committee hired PricewaterhouseCoopers LLP as its financial adviser. The Debtors said total assets are greater than $100 million. In its schedules, EWGS Intermediary disclosed $0 in assets and $77,801,784 in total liabilities. Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5 disclosed that it has completed a $40 million deal to purchase all the assets of golf retail brand Edwin Watts, in partnership with GWNE, Inc., an affiliate of Worldwide Golf Shops. The transaction was approved by the bankruptcy court and closed on Dec. 5. EWGS INTERMEDIARY: Yann Geron Named as Independent Fee Examiner --------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware entered on March 7, 2014, an order appointing Yann Geron, Esq., of Fox Rothschild LLP, as independent fee examiner in the Chapter 11 cases of EWGS Intermediary, et al. Given the size and complexity of the Chapter 11 cases, Roberta A. DeAngelis, the U.S. Trustee for Region 3, has proposed to the Debtors and the Committee of Unsecured Creditors that an independent fee examiner be recommended to and appointed by the Court to review and report as appropriate on monthly invoices submitted in accordance with the compensation order and all interim and final applications for allowance of compensation and reimbursement of expenses filed by professionals retained. The Debtors and the Committee concur and join in the request of the U.S. Trustee that the Court appoint an independent fee examiner. The independent fee examiner will review and asses all applications filed by retained professionals, and the fees and reimbursement of expenses for which allowance is sought pursuant to the applications. The independent examiner is further authorized to, among other things: a. file comments on the public docket of the Court regarding any application by a retained professional; b. communicate its concerns regarding any application to the retained professionals to whom the application pertains, and request further information as appropriate; c. establish procedures for the resolution of disputes with retained professionals; and d. file and litigate objections to the allowance of any application. The independent fee examiner and any professionals retained by the independent fee examiner will be entitled to compensation from the estate for their fees and expenses. Requests for compensation will be made by application to the Court and will be allowed according to the same standards and procedures as are applicable to retained professionals. About EWGS Intermediary EWGS Intermediary and Edwin Watts Golf Shops, which operate as an integrated, multi-channel retailer, offering brand name golf equipment, apparel and accessories, filed for Chapter 11 protection on Nov. 4, 2013 (Bankr. D. Del. Lead Case No. 13-12876). They are represented by Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware. The Debtors tapped Bayshore Partners LLC as their investment banker, FTI Consulting, LLC, as their financial advisors, and Epiq Bankruptcy Solutions, LLC, as claims and noticing agent. PNC Bank, National Association, the DIP Agent, is represented by Regina Stango Kelbon, Esq., at Blank Rome LLP, in Wilmington, Delaware. Lawrence C. Gottlieb, Esq., Jay R. Indyke, Esq., Brent Weisenberg, Esq., at Cooley LLP, serve as lead counsel to the Official Committee of Unsecured Creditors. Michael J. Merchant, Esq., Christopher M. Samis, Esq., and William A. Romanowies, Esq., at Richards, Layton & Finger, P.A. serve as Delaware counsel. The Committee hired PricewaterhouseCoopers LLP as its financial adviser. The Debtors said total assets are greater than $100 million. In its schedules, EWGS Intermediary disclosed $0 in assets and $77,801,784 in total liabilities. Hilco Merchant Resources, a unit of Hilco Global, on Dec. 5 disclosed that it has completed a $40 million deal to purchase all the assets of golf retail brand Edwin Watts, in partnership with GWNE, Inc., an affiliate of Worldwide Golf Shops. The transaction was approved by the bankruptcy court and closed on Dec. 5. EXPERT GLOBAL: Moody's Lowers CFR to B3 & Alters Outlook to Neg. ---------------------------------------------------------------- Moody's has downgraded Expert Global Solutions's Corporate Family Rating ("CFR") and Probability of Default both by one notch, to B3 and B3-PD, and changed the outlook to negative, from stable. Moody's has also downgraded EGS's first lien debt to B1 (LGD-2, 28%), from Ba3; and its second lien debt to Caa1 (LGD-5, 74%), from B3. Ratings Rationale Operational weakness in the accounts receivable management ("ARM") segment has been occurring in recent years as a result of the credit contraction, with volumes of delinquent accounts receivable falling off as EGS's credit card customers have implemented more stringent credit standards, resulting in lower balances and higher-quality accounts receivable. At the same time, while ARM revenues have weakened over the past year and have been partly offset by an improving, albeit lower-margin and somewhat volatile customer relationship segment, EGS's operating expenses (as a percentage of revenue) have risen due to organizational investments, driving a decline in EBITDA in 2013 and what Moody's expects will be continued challenges to profitability in 2014. The combination of declining EBITDA and rising absolute levels of debt (due to revolver drawdowns for integration, M&A, and substantial legal fees) will push EGS's debt-to-EBITDA leverage to levels more in line with a B3 ratings category. As a result, Moody's believes EGS will be unable to comply with the senior secured debt's leverage and interest coverage covenants, both of which tighten as of March 31st. Moody's also believes free cash flow will be negative in 2014, forcing the company to make significant additional drawdowns on its revolver, straining EGS's liquidity. Our negative outlook reflects uncertainty over the success and the scope of an amendment. If liquidity can be maintained, if both of EGS's segments can demonstrate stabilization, and if an amendment grants sufficient temporal leeway for the leverage trend to reverse, Moody's could change the outlook to stable. With roughly $1.40 billion in 2013 net revenues, EGS is a portfolio company of One Equity Partners ("OEP"). APAC Customer Services, Inc. ("APAC"), also a provider of customer care solutions, was merged with EGS's ARM segment in October 2011. The principal methodology used in this rating was Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Downgrades: Issuer: Expert Global Solutions, Inc. Probability of Default Rating, Downgraded to B3-PD from B2-PD Corporate Family Rating, Downgraded to B3 from B2 First Lien Term Loan Facility Apr 3, 2018, Downgraded to B1 from Ba3, LGD2, 28 % from a range of LGD2, 29 % First Lien Revolving Credit Facility Apr 3, 2017, Downgraded to B1 from Ba3, LGD2, 28 % from a range of LGD2, 29 % Second Lien Term Loan Facility Sep 13, 2018, Downgraded to Caa1 from B3 Outlook Actions: Issuer: Expert Global Solutions, Inc. Outlook, Changed To Negative From Stable FANNIE MAE: Files Form 10-K, Earns $84 Billion in 2013 ------------------------------------------------------ Fannie Mae filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $83.98 billion on $117.54 billion of total interest income for the year ended Dec. 31, 2013, as compared with net income of $17.22 billion on $129.19 billion of total interest income for the year ended Dec. 31, 2012. As of Dec. 31, 2013, Fannie Mae had $3.27 trillion in total assets, $3.26 trillion in total liabilities and $9.59 billion in total equity. Fannie Mae said it will pay Treasury $7.2 billion in March 2014 as a dividend on the senior preferred stock, marking the first time in which the company's cumulative dividend payments to Treasury will exceed its total draws. Under the senior preferred stock purchase agreement, the payment of dividends does not offset prior draws. Fannie Mae's strong 2013 pre-tax results were driven by continued stable revenues, credit-related income, and fair value gains. Credit-related income was positively affected by an increase in home prices, a decline in serious delinquency rates, and updated assumptions and data used to estimate the company's allowance for loan losses in 2013. A copy of the Form 10-K is available for free at: http://is.gd/ivLCTg About Fannie Mae Federal National Mortgage Association, aka Fannie Mae, is a government-sponsored enterprise that was chartered by U.S. Congress in 1938 to support liquidity, stability and affordability in the secondary mortgage market, where existing mortgage-related assets are purchased and sold. The U.S. Department of the Treasury owns Fannie Mae's senior preferred stock and a warrant to purchase 79.9 percent of its common stock, and Treasury has made a commitment under a senior preferred stock purchase agreement to provide Fannie with funds under specified conditions to maintain a positive net worth. Conservatorship Fannie Mae has operated under the conservatorship of the Federal Housing Finance Agency since Sept. 6, 2008. Fannie Mae has not received funds from Treasury since the first quarter of 2012. The funding the company has received under the senior preferred stock purchase agreement with the U.S. Treasury has provided the company with the capital and liquidity needed to maintain its ability to fulfill its mission of providing liquidity and support to the nation's housing finance markets and to avoid a trigger of mandatory receivership under the Federal Housing Finance Regulatory Reform Act of 2008. For periods through March 31, 2013, Fannie Mae has requested cumulative draws totaling $116.1 billion. Under the senior preferred stock purchase agreement, the payment of dividends cannot be used to offset prior Treasury draws. Accordingly, while Fannie Mae has paid $35.6 billion in dividends to Treasury through March 31, 2013, Treasury still maintains a liquidation preference of $117.1 billion on the company's senior preferred stock. In August 2012, the terms governing the company's dividend obligations on the senior preferred stock were amended. The amended senior preferred stock purchase agreement does not allow the company to build a capital reserve. Beginning in 2013, the required senior preferred stock dividends each quarter equal the amount, if any, by which the company's net worth as of the end of the preceding quarter exceeds an applicable capital reserve amount. The applicable capital reserve amount is $3.0 billion for each quarter of 2013 and will be reduced by $600 million annually until it reaches zero in 2018. The amount of remaining funding available to Fannie Mae under the senior preferred stock purchase agreement with Treasury is currently $117.6 billion. Fannie Mae is not permitted to redeem the senior preferred stock prior to the termination of Treasury's funding commitment under the senior preferred stock purchase agreement. FREEDOM INDUSTRIES: Babst Calland Okayed as Environmental Counsel ----------------------------------------------------------------- The Hon. Ronald G. Pearson of the U.S. Bankruptcy Court for the Southern District of West Virginia has authorized Freedom Industries, Inc., to employ Babst, Calland, Clements & Zomnir, P.C., as special environmental counsel. The firm is familiar with the Debtor's environmental matters and the legal issue that may arise from them. Kevin J. Garber, a partner at Babst Calland, told the Court that the firm's hourly rates will vary with the experience and seniority of the individuals assigned. The firm's hourly rates for the individuals expected to participate in the engagement range from $100 to $495. Mr. Garber assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the bankruptcy Code. The firm will be compensated in accordance with the procedures set forth in Section 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules, the Fee Guidelines promulgated by the Executive Office of the U.S. Trustee and such procedures as may be fixed by order of the Court. About Freedom Industries Freedom Industries Inc., is engaged principally in the business of producing specialty chemicals for the mining, steel and cement industries. The Debtor operates two production facilities located in (a) Nitro, West Virginia; and (b) Charleston, West Virginia. The company, connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. FREEDOM INDUSTRIES: Pietragallo Okayed as Litigation Counsel ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of West Virginia authorized Freedom Industries, Inc., to employ Pietragallo Gordon Alfano Bosick & Raspanti, LLP as special litigation counsel. Paul K. Vey, Esq., a partner of Pietragallo, assured the Court that the firm does not hold any interest adverse to the Debtor's estate. The firm will be compensated in accordance with the procedures set forth in Section 330 and 331 of the Bankruptcy Code, the applicable Bankruptcy Rules, the Local Rules, the Fee Guidelines promulgated by the Executive Office of the U.S. Trustee and such procedures as may be fixed by order of the Court. About Freedom Industries Freedom Industries Inc., the company connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. FREEDOM INDUSTRIES: Can Employ Experts for Site Remediation ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of West Virginia authorized Freedom Industries Inc., to: -- employ these experts -- James K. Merrill, PE; Adil H. Khan, PE; and Edward M. Beck, PE -- without further Court order; and -- pay certain obligations pursuant to the Debtor's insurance policies. AIG Specialty Insurance Company is authorized to pay the fees/costs of the AMEC experts. As reported in the Troubled Company Reporter on Feb. 24, 2014, the Company would like to hire experts and consultants to assist in remediation of the site, help preserve evidence, and help in the defense against lawsuit allegations. About Freedom Industries Freedom Industries Inc., the company connected to a chemical spill that tainted the water supply in West Virginia, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. W.Va. Case No. 14-bk-20017) on Jan. 17, 2014. The case is assigned to Judge Ronald G. Pearson. The petition was signed by Gary Southern, president. The Debtor is represented by Mark E Freedlander, Esq., at McGuire Woods LLP, in Pittsburgh, Pennsylvania; and Stephen L. Thompson, Esq., at Barth & Thompson, in Charleston, West Virginia. On Dec. 31, 2013, four companies merged under the umbrella of Freedom Industries: Freedom Industries Inc., Etowah River Terminal LLC, Poca Blending LLC and Crete Technologies LLC. As reported in the Troubled Company Reporter on Feb. 20, 2014, Kate White, writing for The Charleston Gazette, reported that the Debtor disclosed $16 million in assets and $6 million in liabilities when it filed for bankruptcy. On Feb. 5, 2014, the U.S. Trustee appointed an official committee of unsecured creditors. GASCO ENERGY: Unit Amends Development Agreement with Wapiti ----------------------------------------------------------- Gasco Production Company, a wholly owned subsidiary of Gasco Energy, Inc., and Wapiti Oil & Gas II, L.L.C., executed an Amendment No. 1 to the Development Agreement dated March 22, 2012. Pursuant to the Amendment, the following changes, among others, were made to the Development Agreement: 1. The drilling program was revised to consist of drilling the 15 gas wells set out in the Amendment but does allow either Gasco or Wapiti to propose additional oil wells during the term of the drilling program pursuant to the joint operating agreement, which oil wells would be funded, subject to standard elections to participate, on an equal basis. 2. Gasco will pay $3.75 million of its $18.75 million share of the drilling program, which is 50 percent of the total $37.5 million cost of the drilling program. Wapiti will fund the remaining $15 million of Gasco's obligation as consideration for Wapiti's purchase of non-producing working interests from Gasco in March of 2012. 3. From the end of the drilling program until payout, Gasco will bear 22.5 percent of the drilling, completion and other operating costs of the wells drilled pursuant to the Development Agreement. 4. For each well drilled pursuant to the Development Agreement until payout, Gasco will receive 22.5 percent of the revenues from production from each well attributable to the working interests owned by Gasco and Wapiti (other than any interests acquired after the execution of the Development Agreement). 5. Wapiti will no longer have to provide a letter of credit to support its obligations under the Development Agreement. 6. Wapiti's obligation to drill two deep gas wells was eliminated. The Amendment No. 1 to Development Agreement dated as of Feb. 12, 2014, by and between Gasco Production Company and Wapiti Oil & Gas II, L.L.C, is available for free at http://is.gd/hkl7Tn About Gasco Energy Denver-based Gasco Energy, Inc. -- http://www.gascoenergy.com/-- is a natural gas and petroleum exploitation, development and production company engaged in locating and developing hydrocarbon resources, primarily in the Rocky Mountain region and in California's San Joaquin Basin. Gasco's principal business is the acquisition of leasehold interests in petroleum and natural gas rights, either directly or indirectly, and the exploitation and development of properties subject to these leases. Gasco focuses its drilling efforts in the Riverbend Project located in the Uinta Basin of northeastern Utah, targeting the oil-bearing Green River Formation and the natural gas-prone Wasatch, Mesaverde, Blackhawk, Mancos, Dakota and Morrison formations. In its auditors' report on the consolidated financial statements for the year ended Dec. 31, 2012, KPMG LLP, in Denver, Colorado, expressed substantial doubt about Gasco Energy's ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations. The Company reported a net loss of $22.2 million on $8.9 million of revenues in 2012, compared with a net loss of $7.3 million on $18.3 million of revenues in 2011. The Company's balance sheet at Sept. 30, 2013, showed $51.27 million in total assets, $41.24 million in total liabilities and $10.03 million in stockholders' equity. Bankruptcy Warning "If the Company is unable to generate sufficient operating cash flows or secure additional capital before February 2014, it will not have adequate liquidity to fund its operations and meet its obligations (including its debt payment obligations), the Company will not be able to continue as a going concern, and could potentially be forced to seek relief through a filing under Chapter 11 of the U.S. Bankruptcy Code," the Company said in the quarterly report for the period ended Sept. 30, 2013. GENCO SHIPPING: Said to File for Chapter 11 by Month's End ---------------------------------------------------------- Josh Kosman, writing for The New York Post, reported that Genco Shipping & Trading will file for Chapter 11 bankruptcy protection before the end of the month, when a roughly $50 million principal payment is due, according to sources. "There is no chance it doesn't file," said a source close to the situation. Genco Shipping is owned by New York shipping magnate Peter Georgiopoulos, and operates a fleet of 53 tankers that typically carry coal, iron ore, grain and soy beans. Shares of Genco, which traded as high as $80 in 2008, plunged almost 28 percent to $1.24 Thursday on news of the imminent bankruptcy, first reported on nypost.com, according to Mr. Kosman. According to The Post, Genco made a $3.1 million debt payment late Thursday to stay in compliance with its lenders while it tries to work out a prepackaged bankruptcy deal. That source said Mr. Georgiopoulos has been trying to hammer out a deal with debt holder Centerbridge Partners in which he would cede control of the company but keep running the business. The Post said Genco has $1.1 billion of bank debt and owes bondholders $125 million. Its debt is roughly equal to the value of its fleet, which would fetch an estimated $1.2 billion in a sale, according to VesselsValue. Mr. Georgiopoulos also owned General Maritime, which sought bankruptcy protection. The Deal, citing its own sources, reported in February that Genco is working with a group of its bondholders toward negotiating a prepackaged bankruptcy filing. The Deal said the Company is being advised by financial advisers at Blackstone Advisory Partners LP and legal counsel at Kramer Levin Naftalis & Frankel LLP on its restructuring. The Deal related that Kenneth H. Eckstein, Adam C. Rogoff, Thomas E. Molner, Stephen D. Zide and Randal D. Murdock at Kramer Levin are advising the company. The Deal's sources also said bondholders have banded together and include Fidelity Management & Research Co., Advantage Capital Management and hedge fund Kayne Anderson Capital Advisors LP. The bondholder group's legal counsel is Akin Gump Strauss Hauer & Feld LLP and Jeffrey Pribor and Richard Morgner at Jefferies LLC are providing financial advice, sources said. Dennis F. Dunne at Milbank, Tweed, Hadley & McCloy LLP is advising the bank lenders, the sources said. GENIUS BRANDS: Erick Richardson Stake at 5.5% as of Jan. 10 ----------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission on Feb. 19, 2014, Erick Richardson disclosed that he beneficially owned 33,814,559 shares of common stock of Genius Brands International, Inc., representing 5.54 percent based on 609,969,695 shares of common stock outstanding as of Jan. 10, 2014. A copy of the regulatory filing is available for free at: http://is.gd/8dFgUB About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands incurred a net loss of $2.06 million in 2012 following a net loss of $1.37 million in 2011. As of Sept. 30, 2013, the Company had $1.55 million in total assets, $4.96 million in total liabilities and a $3.41 million total stockholders' deficit. GGW BRANDS: Units Should Stay In LA Office, Trustee Says -------------------------------------------------------- Law360 reported that the trustee for the producers of the "Girls Gone Wild" video series' Chapter 11 bankruptcy case asked a California federal judge to stave off a tenant's attempts to evict the company units from their Los Angeles office, saying it violated the terms of a lease agreement that was likely destroyed by GGW founder Joe Francis. According to the report, in his filing, Trustee R. Todd Neilson said that Perfect Science Labs LLC entered an agreement with one of the video production company's units, GGW Direct LLC. About GGW Brands Santa Monica, California-based GGW Brands, LLC, the company behind the "Gils Gone Wild" video, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-15130) on Feb. 27, 2013. Judge Sandra R. Klein oversees the case. The company is represented by the Law Offices of Robert M. Yaspan. The company disclosed $0 to $50,000 in estimated assets and $10 million to $50 million in estimated liabilities in its petition. Affiliates GGW Events LLC, GGW Direct LLC and GGW Magazine LLC also sought Chapter 11 protection. In April 2013, R. Todd Neilson, an ex-FBI agent, was appointed as Chapter 11 Trustee to take over the companies. Mr. Neilson has investigated failed solar-power company Solyndra and was involved in the Mike Tyson and Death Row Records bankruptcy cases. GGW Marketing, LLC, GGW Brands' affiliate, filed a voluntary Chapter 11 petition on May 22, 2013, before the United States Bankruptcy Court Central District Of California (Los Angeles). The case is assigned Case No.: 13-23452. Martin R. Barash, Esq., and Matthew Heyn, Esq., at Klee, Tuchin, Bogdanoff and Stern, LLP, in Los Angeles, California, represent GGW Marketing. GOLDKING HOLDINGS: Auction of Gas Assets Pushed Back to April 1 --------------------------------------------------------------- The Bankruptcy Court in Houston, Texas, has postponed the deadlines related to the auction and sale of substantially all of the oil and gas properties of Goldking Resources, LLC, Goldking Onshore Operating, LLC, and Goldking Holdings, LLC: * The deadline to submit bids is moved from March 5, 2014 at 5:00 p.m. (CST) to March 27, 2014 at 5:00 p.m. (CST); * The Auction is moved from March 13, 2014 at 10:00 a.m. (CST) to April 1, 2014 at 10:00 a.m. (CST); * The deadline to file a Sale Objection is moved from March 14, 2014 at 4:00 p.m. (CST) to April 3, 2014 at 4:00 p.m. (CST); * The Sale Hearing is moved from March 17, 2014 at 2:00 p.m. (CST) to April 7, 2014 at 2:00 p.m. (CST); and * The so-called bid requirement referenced in the Bidding Procedures is revised from April 3, 2014 to 20 days after the Sale Hearing. In seeking an extension of the auction and sale dates, the Debtors explained that the sales and marketing process thus far has not resulted in bids of sufficient number and amount to result, in the Debtors' business judgment, in a robust auction and sale that will enable payment of all creditor claims, based on the current situation. With the consent of the bidders tendering actual bids, the Debtors have determined that brief postponement of the auction and sale hearing would benefit the process, and provide a means to again seek to maximize the value of the oil and gas properties that the Debtors own and operate. The Debtors also said they are working with their debtor in possession lender, Wayzata Opportunities Fund II, LP, as successor administrative agent, to Bank of America, N.A. and as the Lender, under the Existing Credit Agreement, and supermajority equity owner, to address the developments surrounding the sale and seeking support for the postponement, the efforts to work with the parties, and to otherwise obtain a positive result for all concerned. * * * On Feb. 17, 2014, the Debtors filed its Notice of Possible Assumption and Assignment of Certain Executory Contracts and Unexpired Leases in Connection with Sale. Among others, the Debtors identified a Joint Operating Agreement with White Oak Operating Co., LLC and White Oak Energy V, LLC, with respect to the Nine Mile Point in Texas, to be assumed and assigned. The Debtors also proposed the cure amount of $0 for White Oak. White Oak objects to the assumption and assignment of its contract and the cure amount stated by the Debtors without providing adequate assurance of future performance on the Agreement. Counsel to White Oak Operating Co., LLC and White Oak Energy V, LLC are: James Donnell, Esq. WINSTON & STRAWN LLP 1111 Louisiana, 25th Floor Houston, TX 77002-5242 Tel: 713-651-2600 Fax: 713-651-2700 - and - Nathan P. Lebioda, Esq. WINSTON & STRAWN LLP 100 North Tryon Street Charlotte, NC 28202-1078 Tel: 704-350-7700 Fax: 704-350-7800 E-mail: nlebioda@winston.com About Goldking Holdings Goldking Holdings LLC, an oil-and-gas exploration company based in Houston, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans to sell virtually all its assets. Goldking Onshore Operating, LLC, and Goldking Resources, LLC, also sought creditor protection. The cases were initially assigned to Delaware Judge Brendan Linehan Shannon. On Nov. 20, 2013, Judge Shannon granted the request of Goldking's former CEO Leonard C. Tallerine Jr. and Goldking Capital LT Corp., to move the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No. 13-37200). Mr. Tallerine owns a nearly 6% stake in the company through an entity called Goldking LT Capital Corp. The Debtors are represented by Scott W. Everett, Esq., and Christopher L. Castillo, Esq., at Haynes and Boone, LLP. Edmon L. Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. The Debtors' notice, claims, solicitation and balloting agent is Epiq Bankruptcy Solutions, LLC. Lantana Oil & Gas Partners was initially hired as the Debtors' financial advisors. In December 2013, the Debtors won Court approval to employ E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset sale advisor. Alvarez & Marsal Global Forensic and Dispute Services, LLC, has been engaged to provide computer forensics and related services. Goldking Holdings disclosed $16,170 in assets and $11,484,881 in liabilities as of the Chapter 11 filing. Judy A. Robbins, United States Trustee for the Southern District of Texas, appointed a three-member official committee of unsecured creditors. Brinkman Portillo Ronk, APC, serves as counsel to the Committee, and Okin & Adams LLP as local counsel. GOLDKING HOLDINGS: Wants Scope of Claro Group's Work Limited ------------------------------------------------------------ Goldking Holdings, LLC, Goldking Onshore Operating, LLC, and Goldking Resources, LLC filed a conditional objection to the request of the Official Committee of Unsecured Creditors to retain The Claro Group, LLC as financial advisor. In the Application, the UCC states that it proposes to engage the Claro Group to perform services which include, among other things: a. Reviewing and analyzing the Debtors' process for marketing and selling any or all of its assets; b. Assisting with identifying and implementing potential cost containment opportunities; c. Assisting with identifying and implementing asset redeployment opportunities; d. Analyzing assumption and rejection issues regarding executory contracts and leases; and e. Reviewing and analyzing the Debtors' proposed business plans and the business and financial condition of the Debtors generally. The Debtors object with respect to Claro Group's performance of services that may exceed the statutory authority under which the UCC operates. The Debtors contend there is no need for the UCC to engage Claro Group to perform specific services already reserved to the Debtors' business judgment and particularly duties and services being provided by the Debtors' previously retained and independent asset sale advisor, E. Spectrum Advisors. While the Debtors and E. Spectrum have sought to keep the UCC and the Claro Group in particular informed of pending business matters, including the status of the sale process, there is no need for duplication of efforts, particularly in a case of this size. The Debtors also noted that they are operating under and must adhere to a limited budget in connection with the incurrence in the cases of administrative professional fees. There is a Final Order approving a post-petition debtor in possession loan agreement providing for the financing of operations in this case, and to the extent the Budget specifies an amount allocable to professionals for the UCC the Debtors want to ensure the UCC does not remain uninformed regarding these limitations and the Debtors' inability to deviate from the Budget. Certainly, the Debtors will encourage further discussion with the UCC and the lender to address these issues, but because the Budget is now "so ordered" it is important that the Budget amounts not be exceeded, if only because there is no authority to pay such amounts. The Debtors said they remain eager to obtain a favorable result in the cases for all creditor constituencies, and have and will continue to work toward that end result. The Debtors request that the Court limit its approval of the Application and the engagement of the Claro Group to the performance of only those tasks which would be necessary to address the UCC's responsibilities, and not services that either fall outside of that or which are duplicative of professionals already retained in the cases. Furthermore, the Debtors request that the engagement of the Proposed Financial Advisor be made without prejudice to the Debtors' overarching requirement to stay within the requirements of the Final Order approving the post- petition financing and the current Court-approved postpetition financing budget. The Debtors also note that the UCC's current constituency may remain open to further review and possibly reconstitution or disbandment, on account of further proceedings before the Court to be conducted on March 24, 2014, and due to the fact that the current members of the UCC may either (i) lack any allowed claim in the cases or (ii) comprise mechanics and materialman's lien claims under applicable Texas and Louisiana law, in a manner that may impact their role and appointment. Pending these matters being further addressed, it will be important to reserve any retention arrangements to enable the Court to address these matters further. The Committee filed papers on March 4 seeking to employ Claro Group as financial advisor. In addition to the tasks enumerated in the Debtors' objection, the Committee will look to Claro for: -- assistance in evaluating reorganization strategy and alternatives available to the creditors, including any asset sale transactions; -- review and critique of the Debtors' financial projections and assumptions; -- preparation of enterprise, asset and liquidation valuations; -- assistance in preparing documents necessary for confirmation; -- advice and assistance to the Committee in negotiations and meetings with the Debtors and the bank lenders; -- advice and assistance on the tax consequences of proposed plans of reorganization; -- assistance with the claims resolution procedures, including, but not limited to, analyses of creditors' claims by type and entity and maintenance of a claims database; -- litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; and -- other functions as requested by the Commitete or its counsel. The Committee believes the firm possesse extensive knowledge and expertise in the areas relevant to the case, and that the firm is well qualified to provide specialized advisory services to the Committee. Douglas J. Brickley, a managing director at Claro, is the Committee's primary contact. He attests that his firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. He said the firm has not received any prepetition retainer from the Debtors or the Committee. The firm will charge for consultants' fees, backup support hourly fees, computer charges and reimbursable costs and expenses. Consultants' fees range from $90 to $550 per hour. Mr. Brickley's rate is $495 per hour. The firm's standard hourly rates are: Managing directors $450 - $550 per hour Directors $325 - $440 per hour Managers/Sr. Managers/ Sr. Advisors $250 - $400 per hour Analysts/Consultants/ Sr. Consultants $150 - $295 per hour Admin $90 - $135 per hour About Goldking Holdings Goldking Holdings LLC, an oil-and-gas exploration company based in Houston, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans to sell virtually all its assets. Goldking Onshore Operating, LLC, and Goldking Resources, LLC, also sought creditor protection. The cases were initially assigned to Delaware Judge Brendan Linehan Shannon. On Nov. 20, 2013, Judge Shannon granted the request of Goldking's former CEO Leonard C. Tallerine Jr. and Goldking Capital LT Corp., to move the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No. 13-37200). Mr. Tallerine owns a nearly 6% stake in the company through an entity called Goldking LT Capital Corp. The Debtors are represented by Scott W. Everett, Esq., and Christopher L. Castillo, Esq., at Haynes and Boone, LLP. Edmon L. Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. The Debtors' notice, claims, solicitation and balloting agent is Epiq Bankruptcy Solutions, LLC. Lantana Oil & Gas Partners was initially hired as the Debtors' financial advisors. In December 2013, the Debtors won Court approval to employ E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset sale advisor. Alvarez & Marsal Global Forensic and Dispute Services, LLC, has been engaged to provide computer forensics and related services. Goldking Holdings disclosed $16,170 in assets and $11,484,881 in liabilities as of the Chapter 11 filing. Judy A. Robbins, United States Trustee for the Southern District of Texas, appointed a three-member official committee of unsecured creditors. Brinkman Portillo Ronk, APC, serves as counsel to the Committee, and Okin & Adams LLP as local counsel. GREEN FIELD ENERGY: Gordon Brothers Okayed to Liquidate Assets -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware on March 14, 2014, authorized Green Field Energy Services, Inc., et al., to sell certain assets; and enter into and perform their obligations under an agency agreement with Gordon Brothers Commercial & Industrial LLC. Gordon Brothers will be selling the Debtors' equipment, inventory and other tangible assets. DIP Lenders GB Credit Partners, LLC and Icon Agent, LLC filed objections to the sale. The DIP Lenders contend they are entitled to receive a $750,000 make whole fee in connection with the repayment of the DIP Loan from the initial $35,000,000 payment of the $50,000,000 guaranteed amount to be received from Gordon Brothers pursuant to the Agency Agreement. The DIP Lenders sought to have the Court deny the Debtors the authority to receive the payment and use it to repay the DIP Loan unless the make whole fee is paid. The Debtors and the Official Committee of Unsecured Creditors filed papers in support of the sale. In their reply dated March 11 to the limited objections of GB Credit and Icon Agent, the Debtors said the GBCI Agency Agreement contemplates that GBCI will acquire the right to sell the assets of the Debtors in exchange for a share of the proceeds, a portion of which is guaranteed and paid upfront by GBCI. The Debtors noted that, among other things: a. the GBCI agency Agreement is not a refinancing in form or substance; and b. the GBCI Agency Agreement is a "permitted disposition" under the DIP Credit Agreement. The Committee filed a joinder to the Debtors' response, stating that the objections must be overruled because the repayment of the DIP Facility out of the initial installment of the guaranty amount does not trigger the make whole fee. The fee is due only if the DIP Facility is refinanced with loans from a source other than the DIP Lenders or repaid. The Debtors also filed their omnibus response to objections lodged by Ford Motor Credit Company LLC, and Tucson Embedded Systems, Inc. The Debtors said Ford's objection is resolved by amending the sale order to provide that the Debtors will escrow the amount of the Ford Claim from the sale proceeds received from GBCI or the Unpaid Amount. Meanwhile, Tucson Embedded Systems's objection is without merit because the Debtors may sell the asset without violating the parties' non-disclosure agreement, and presumably without even disclosing the confidential information. The Debtors also said the objections of Nations Fund I, Inc., the United States, on behalf of the Department of Homeland Security, the County of Harrison, Texas, and Harrison Central Appraisal District, S.P.M. Flow Control, Inc., and Dallas County, Harris County, Irving ISD and Parker CAD, have been consensually resolved. The Court's Sale Order provides that a portion of the Initial Guaranty Payment in an amount equal to the outstanding obligations under the DIP Facility -- which, for the avoidance of doubt, will not include any "make whole fee" as none is due and owing on account of the agency agreement -- will be paid directly by Gordon Brothers to the DIP agents. The Order also provides Gordon Brothers, on behalf of the Debtors, is authorized to sell 63 2013 Peterbilt Model 388 tractors that Nations Fund leased to the Debtors. GB will remit the first $5.65 million of the sale proceeds to Nations. To the extent that Nations' Claim is not paid in full from the sale proceeds, GB will pay Nations the remaining unpaid amounts on the date the unpaid balance is due, but no later than April 30, 2014. With respect to Ford, GB is authorized to sell the leased Ford vehicles, excluding a 2012 Ford Fusion. GB wil remit $1,253,657 of the sale proceeds -- after the Nations Claim is paid in full -- to Ford. Full payment of Ford's Claim must be made by April 30. In addition, $1,500,000 will be set aside from the sale proceeds of assets located in Texas as adequate protection for the secured claims of the Objecting Texas Tax Authorities. The Order also provides that the completion fee owed by the Debtors to Carl Marks Advisory Group, the Debtors' investment banker, will be set aside in a segregated account and paid by the Debtors to the firm upon approval of the firm's final fee application. As reported by The Troubled Company Reporter, the Debtors entered an agency agreement with GBCI as agent to sell the assets for a guaranteed $50,000,000. In addition, the Debtors will receive up to $67,500,000 from payments of the guaranteed amount and proceeds from the sale of the assets. The Debtors said they received a bid from the Ad Hoc Noteholders for the Debtors' membership interests in Turbine Powered Technology, free and clear of all liens, claims and encumbrances thereon. The purchase price for the GFES TPT Interests will be in the form of a credit bid in the amount of $17,750,000 in principal amount of the Senior Secured Notes and will be consummated by a newly formed entity as buyer. A copy of the Court's order is available for free at: http://bankrupt.com/misc/GREENFIELD_715_482_saleorder.pdf The Debtors are represented by Michael R. Nestor, Esq., Kara Hammond Coyle, Esq., and Justin H. Rucki, Esq., at YOUNG CONAWAY STARGATT & TAYLOR, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at LATHAM & WATKINS LLP, in Chicago, Illinois. ICON Agent and GB are represented by Dennis A. Meloro, Esq., at GREENBERG TRAURIG, LLP, in Wilmington, Delaware; and David B. Kurzweil, Esq., at GREENBERG TRAURIG, LLP, in Atlanta, Georgia. Ford Credit is represented by Robert T. Aulgur, Jr., Esq., and Kristi J. Doughty, Esq., at WHITTINGTON & AULGUR, in Middletown, Delaware; and RICHARDO I. KILPATRICK, Esq., and LEONORA K. BAUGHMAN, Esq., at KILPATRICK & ASSOCIATES, P.C., in Auburn Hills, Michigan. About Green Field Energy Green Field Energy Services, Inc., is an independent oilfield services company that provides a wide range of services to oil and natural gas drilling and production companies to help develop and enhance the production of hydrocarbons. The Company's services include hydraulic fracturing, cementing, coiled tubing, pressure pumping, acidizing and other pumping services. Green Field Energy and two affiliates filed Chapter 11 petitions in Delaware on Oct. 27, 2013, after defaulting on an $80 million credit provided by an affiliate of Royal Dutch Shell Plc (Bankr. D. Del. Case No. 13-bk-12783). The Debtors are represented by Michael R. Nestor, Esq., and Kara Hammon Coyle, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Josef S. Athanas, Esq., Caroline A. Reckler, Esq., Sarah E. Barr, Esq., and Matthew L. Warren, Esq., at Latham & Watkins LLP, in Chicago, Illinois. The Debtors' investment banker is Carl Marks Advisory Group LLC. Thomas E. Hill, from Alvarez & Marsal North America, LLC, serves as the Debtors' chief restructuring officer. In its schedules, Green Field disclosed $306,960,039 in total assets and $447,199,869 in total liabilities. Judge Kevin Gross approved the disclosure statement explaining the Debtors' Plan of Liquidation and scheduled the hearing to consider confirmation of the Plan for April 23, 2014, at 2:00 p.m. (Eastern Time). Objections to the confirmation of the Plan are due April 15. Allowed general unsecured claims estimated to total $78,800,000, will be paid 13% of their full amount, while allowed senior noteholder claims estimates to total $254,000,000 will be paid 25% of their asserted amount. The Liquidation Plan is premised upon a settlement reached by and among the Debtors, SWEPI, LP, Michel Moreno and Turbine Powered Technology, LLC, which centers around the contribution of the MOR/TGS Interests by the Moreno Entities to NewCo in exchange for certain interests in NewCo and the releases by Debtors and certain holders of claims. The Plan is premised upon a waiver of Deficiency Claim of the Senior Secured Notes Indenture Trustee and Senior Secured Noteholders. Roberta A. Deangelis, The U.S. Trustee for Region 3, appointed six members to the official committee of unsecured creditors in the Chapter 11 cases of Green Field Energy Services, Inc., et al. Green Field's bankruptcy is being financed with a $30 million loan from BG Credit Partners LLC and ICON Capital LLC. The Bankruptcy Court authorized the United States Trustee for Region 3 to appoint Steven A. Felsenthal, Esq., as examiner. HALLWOOD GROUP: Amends Rule 13E-3 Transaction Statement ------------------------------------------------------- The Hallwood Group Incorporated filed an amendment to its Rule 13E-3 Transaction Statement relating to the Agreement and Plan of Merger, dated as of June 4, 2013, by and among the Company, Hallwood Financial Limited, and HFL Merger Corporation, as amended. Pursuant to the Merger Agreement, HFL Merger Corporation will be merged with and into Hallwood Group at the effective time of the Merger, at which time the separate corporate existence of HFL Merger Corporation Sub will cease, and the Company will continue as the surviving company in the Merger and a wholly owned subsidiary of Hallwood Financial. At the Effective Time, each share of Common Stock outstanding immediately prior to the Effective Time and shares outstanding immediately prior to the Effective Time held by any stockholder who has neither voted in favor of the Merger nor consented thereto in writing and who has demanded properly in writing appraisal for those shares or otherwise properly perfected and not withdrawn or lost his or her rights of appraisal under the General Corporation Law of the State of Delaware will be converted into the right to receive $13.00 in cash, without interest, less a proportionate deduction for any incentive fee and attorney's fees that may be awarded by the Delaware Court of Chancery in connection with the Stipulation of Settlement, filed on Feb. 7, 2014, relating to the purported class and, in the alternative, derivative action filed by Gary L. Sample against the Company and other defendants, asserting, among other things, that the original Merger Consideration was unfair and did not reflect the true value of the Company and all of its assets, whereupon all those shares will be automatically cancelled and will cease to exist, and the holders of those shares will cease to have any rights with respect thereto other than the right to receive the Merger Consideration. The plaintiff and the plaintiff's attorneys in the Sample Litigation intend to petition the Court for a $15,000 incentive fee and attorney's fees and expenses not exceeding $310,000, which, if granted in its entirety, is equivalent to approximately $0.62 per share. Therefore, the Company expects that if the settlement is approved, the Merger Consideration will be at least $12.38 per share and may be more if the Court does not approve the full amount requested by the plaintiff and the plaintiff's attorneys. In the event that the Court does not approve the settlement, the parties to the Merger Agreement have agreed to proceed with the consummation of the Merger based on the original Merger Consideration of $10.00 per share, without the $3.00 per share increase to the Merger Consideration contemplated by the Second Amendment to Agreement and Plan of Merger, which would involve the solicitation of stockholder approval at such $10.00 price per share. A copy of the Schedule 13E-3 is available for free at: http://is.gd/DZ7mEo About Hallwood Group Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT: HWG) operates as a holding company. The Company operates its principal business in the textile products industry through its wholly owned subsidiary, Brookwood Companies Incorporated. Brookwood is an integrated textile firm that develops and produces innovative fabrics and related products through specialized finishing, treating and coating processes. Prior to October 2009, The Hallwood Group Incorporated held an investment in Hallwood Energy, L.P. ("Hallwood Energy"). Hallwood Energy was a privately held independent oil and gas limited partnership and operated as an upstream energy company engaged in the acquisition, development, exploration, production, and sale of hydrocarbons, with a primary focus on natural gas assets. The Company accounted for the investment in Hallwood Energy using the equity method of accounting. Hallwood Energy filed for bankruptcy in March 2009. In connection with the confirmation of Hallwood Energy's bankruptcy in October 2009, the Company's ownership interest in Hallwood Energy was extinguished and the Company no longer accounts for the investment in Hallwood Energy using the equity method of accounting. Hallwood Group incurred a net loss of $17.94 million in 2012, as compared with a net loss of $6.33 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $65.88 million in total assets, $25.75 million in total liabilities, and stockholders' equity of $40.13 million. Deloitte & Touche LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company is dependent on its subsidiary to receive the cash necessary to fund its ongoing operations and obligations. It is uncertain whether the subsidiary will be able to make payment of dividends to its fund ongoing operations. These conditions raise substantial doubt about its ability to continue as a going concern. HELIA TEC: Withdraws Bid to Employ Battaglia -------------------------------------------- The Bankruptcy Court granted Helia Tec Resources, Inc.'s motion to withdraw the application to employ Richard A. Battaglia as special counsel. Pursuant to the Debtor's oral motion, a new application may be filed and scheduled for the continued hearing on April 16, 2014, so long as statutory notice is given. Mr. Battaglia may continue to represent the Debtor in the ongoing hearing on the motion to convert filed by HSC Holdings. The Court makes no determination at this time regarding Mr. Battaglia's entitlement to compensation for such representation. As reported in the Troubled Company Reporter on Feb. 21, 2014, HSC Holdings Co., Ltd., formerly known as GR&FO Co., Ltd., opposed the Debtor's bid to employ Mr. Battaglia and Richard A. Battaglia, P.C. According to HSC Holdings, (i) Cary Hughes, the Debtor's president, has no authority to file the bankruptcy case or engage special counsel on the Debtor's behalf; (ii) conflicts of interest prohibit the law firm of Richard A. Battaglia from serving as the Debtor's special counsel; and (iii) it is premature to consider the application before the motion to convert the case is resolved. As special counsel, the Debtor needs Mr. Battaglia to: a) provide the Debtor legal advice with respect to the prosecution of the various legal proceedings; b) prepare pleadings and responses to specific legal issues presented in this proceeding which may become necessary; and c) perform all other legal services for the Debtor as a Debtor-in-possession that may become necessary to these proceedings. The hourly rates of the firm's personnel are: Mr. Battaglia $375 Law Clerks & Legal Assistants $75 - $125 To the best of Debtor's knowledge, Richard Battaglia and Richard A. Battaglia, P.C. represent no interest adverse to the Debtor or its estate in the matters upon which they have been engaged. About Helia Tec Resources Helia Tec Resources, Inc. filed a Chapter 11 petition (Bankr. S. D. Tex. Case No. 13-36251) on Oct. 3, 2013 in Houston, Texas, represented by Richard L. Fuqua, II, Esq., at Fuqua & Associates, PC, in Houston, as counsel to the Debtor. The Debtor listed $16.15 million in assets and $2.24 million in liabilities. The petition was signed by Cary E. Hughes, president. Judy A. Robbins, U.S. Trustee for Region 7, was unable to appoint an official committee of unsecured creditors in the Debtor's case. HERTZ CORP: To Spin Off Rental Equipment Business ------------------------------------------------- Michael J. De la Merced, writing for The New York Times' DealBook, reported that The Hertz Corporation said that it would spin off its equipment rental corporation, a move that would give the remaining company net proceeds of $2.5 billion. According to the report, the separation is planned as a tax-free spinoff to Hertz shareholders and is expected to close by early 2015. The rental equipment business has 335 branches in the United States, Canada, France, Spain, China and Saudi Arabia, as well as international franchisees, the report related. The business had $1.5 billion in annual revenue and rents out a broad range of equipment, including air compressors and tools, earth-moving equipment and power generators, forklifts and material handling, pumps, and trucks and trailers. The company has been under pressure from activist investors, the report further related. Last year, the company adopted a one-year shareholder rights plan, commonly known as a poison pill, to thwart an investor from gaining control of the board. At the time, Hertz reported seeing "unusual and substantial activity" in its shares, the report said. A number of hedge funds have subsequently emerged as investors, including Third Point, according to securities filings. IAMGOLD CORP: Moody's Affirms Ba3 CFR & B1 Sr. Sub. Notes Rating ---------------------------------------------------------------- Moody's Investors Service affirmed IAMGOLD Corporation's Ba3 corporate family rating (CFR), Ba3-PD probability of default rating, B1 senior subordinate notes rating and SGL-2 speculative grade liquidity rating. The company's ratings outlook was changed to negative from stable. Affirmations: Corporate Family Rating, Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Senior Subordinate Regular Bond/Debenture Oct 1, 2020, Affirmed B1 Outlook Actions: Outlook, Changed To Negative From Stable Ratings Rationale "The change in IAMGOLD's outlook reflects our view that the company's relatively high cash costs could continue to increase over the next few years as it processes a greater amount of harder ore at its two largest gold mines", said Darren Kirk, Moody's vice president and senior credit officer. "As well, execution risks to ramping up production at its Westwood underground operations in Canada have persisted longer than we previously expected, and any further delays would have adverse implications on IAMGOLD's cost position and business profile", added Kirk. IAMGOLD's Ba3 CFR is driven by the company's significant exposure to gold price volatility coupled with the elevated political risk in the regions where the majority of its cash flows are generated (mainly Burkina Faso and Suriname). Relatively high cash costs and negative free cash flow associated with investments to grow and diversify its narrow production profile also weigh on the rating while the short reserve lives of its gold mines provide an added constraint. Favorably, the rating considers the company's good liquidity, diversity provided by its exposure to niobium production in a stable mining jurisdiction (Canada) and Moody's belief that the company's adjusted leverage (Debt/ EBITDA) is likely to remain below 3.5x through 2014 incorporating a forward gold price sensitivity of $1,100/oz. The negative outlook reflects Moody's view that the increase in ore hardness at the company's Essakane and, particularly, Rosebel mines will increasingly challenge IAMGOLD's ability to control costs over the next few years. The outlook also incorporates ongoing execution risks to ramping up production at Westwood's underground operations. The rating could be upgraded if IAMGOLD achieves greater mine diversity and reduced reliance on countries that have elevated political/economic risks. IAMGOLD's leverage would also need to be maintained below 2.5x. The rating could be downgraded if Moody's expects cost pressures at the company's owner-operated gold mines to continue beyond 2014, if Moody's expected the company's adjusted debt/EBITDA to be sustained above 3.5x or should Moody's believe the company's liquidity position would materially contract. Headquartered in Toronto, Canada, IAMGOLD, owns gold mines in Suriname (95%), Burkina Faso (90%) and Canada. The company also owns approximately 41% of a gold mine in Mali and 100% of a niobium mine in Canada. The company sold about 928 thousand gold equivalent ounces in 2013. The principal methodology used in this rating was the Global Mining Industry published in May 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. IGLESIA PUERTA: Second Amended Plan Confirmed --------------------------------------------- Bankruptcy Judge Ronald B. King on March 6 confirmed the Second Amended Plan of Reorganization, with modifications, filed by Iglesia Puerta Del Cielo Inc. Under the Second Amended Plan, dated Jan. 17, 2014, all assets of the Debtor will be transferred to and be vested in the Reorganized Debtor, free and clear of any liens, security interests, encumbrances, claims or interests. A hearing to approve the Plan was held Feb. 26. The Confirmation Order provides that the effective date of the Plan will be April 21, 2014. The Order also provides that any secured creditor making a claim for attorneys' fees or costs, other costs of collectin or for any kind of interest, penalty, fee or charge must file a claim within 60 days after the effective date. Any professional person employed by the Debtor must file a statement providing the detail and basis for his or her claim within 90 days after the effective date. Counsel for the Debtor must file an application for allowance and payment of fees and expenses through the confirmation date within 90 days after the effective date. The Reorganized Debtor may file any objections to claims on or before the expiration of the 60th day following the entry of the confirmation order. The Court ruled that Objections of Class 3 and Class 4 Creditors based on bad faith are denied. The Court also held that the lienholders on the vacant land are receiving indubitable equivalent of their debt. Therefore the Class 3 and Class 4 Creditors' objections based on indubitable equivalent is denied. The Class 3 and Class 4 Creditors are given 120 days within which to foreclose liens on the vacant land and file a deficiency claim. The Debtor has 30 days to object to the claim. The Second Amended Plan was filed by the Debtor after the Jan. 15 Court hearing to approve to disclosure statement explaining the first amended version of the Plan. The Second Amended Plan contained modifications as directed by the Court. A copy of the confirmed Second Amended Plan is available at no extra charge at: http://bankrupt.com/misc/IGLESIAPUERTA_2ndPlanandOrder.pdf A modification to the Second Amended Plan was filed Feb. 18 to revise the treatment of Class 3, 4 and 5 Claims. These classes were impaired and entitled to vote on the Plan. A copy of the confirmed Second Amended Plan modifications is available at no extra charge at: http://bankrupt.com/misc/IGLESIAPUERTA_2ndPlanModification.pdf With the confirmation of the Plan, the Court on March 12 dismissed as moot the Debtor's "Emergency Motion to Determine Applicability of 11 U.S.C. [Sec] 363(c)(2) or Alternatively Emergency Motion for an Interim and Final Order". Iglesia Puerta del Cielo, Inc., a domestic non-profit corporation that provides religious services to third parties, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. W.D. Tex. Case No. 13-31911) on Nov. 12, 2013. The case is assigned to Judge Christopher Mott. Wiley F. James, III, Esq., at James & Haugland, P.C., in El Paso, Texas, represents the Debtor. The Debtor estimated assets of at least $10 million and liabilities of at least $1 million. INDEPENDENCE TAX IV: Posts $113,600 Net Income in Dec. 31 Qtr. -------------------------------------------------------------- Independence Tax Credit Plus L.P. IV filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $113,667 on $845,234 of total revenues for the three months ended Dec. 31, 2013, as compared with net income of $2.12 million on $843,582 of total revenues for the same period in 2012. For the nine months ended Dec. 31, 2013, the Company reported a net loss of $175,430 on $2.61 million of total revenues as compared with net income of $4.69 million on $2.59 million of total revenues for the same period during the prior year. As of Dec. 31, 2013, the Company had $7.32 million in total assets, $26.56 million in total liabilities and a $19.23 million total partners' deficit. "At December 31, 2013, the Partnership's liabilities exceeded assets by $19,237,607, and for the nine months ended December 31, 2013, the Partnership incurred a net loss of $(175,430). These factors raise substantial doubt about the Partnership's ability to continue as a going concern," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/d8pquo New York-based Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb, 22, 1995. On July 6, 1995, the Partnership commenced a public offering of Beneficial Assignment Certificates representing assignments of limited partnership interests in the Partnership. The Partnership received $45,844,000 of gross proceeds from the Offering from 2,759 investors. The Offering was terminated on May 22, 1996. The Partnership's initial business was to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will take a number of years. The Partnership reported a net loss of $967,365 on $4.2 million of revenues in fiscal 2013, compared with net income of $970,124 on $4.1 million of revenues in fiscal 2012. JAMES RIVER COAL: Skips Interest Payment on Convertible Notes ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that James River Coal Co., an operator of coal mines mostly in central Appalachia, didn't make a $13.3 million interest payment this week on convertible notes due in March 2018. The grace period runs out April 14, the report said. The report recalled that Richmond, Virginia-based James River filed for Chapter 11 reorganization in April 2003 and emerged from bankruptcy a little more than one year later. The $47.3 million in 4.5 percent senior unsecured convertible notes due 2015 last traded on March 19 for 5 cents on the dollar. On Jan. 27 they fetched 32.125 cents, the report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The $270 million in 7.875 percent senior unsecured notes due in 2019 last traded on March 19 for 15.678 cents on the dollar, for a yield of 69.623 percent, the report further cited Trace. Bloomberg said the stock dropped 13 percent on March 19 to a record closing low of 61 cents in New York trading. In the past three years, the closing high was $25.14 on April 1, 2011. About James River Headquartered in Richmond, Virginia, James River Coal Company (NasdaqGM: JRCC) -- http://www.jamesrivercoal.com/-- mines, processes and sells bituminous steam and industrial-grade coal primarily to electric utility companies and industrial customers. The company's mining operations are managed through six operating subsidiaries located throughout eastern Kentucky and in southern Indiana. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $14.99 million. James River reported a net loss of $138.90 million in 2012, as compared with a net loss of $39.08 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.06 billion in total assets, $818.69 million in total liabilities and $247.34 million in total shareholders' equity. * * * In the May 24, 2013, edition of the TCR, Moody's Investors Service downgraded James River Coal Company's Corporate Family Rating to Caa2 from Caa1. "While the company continues to take actions to reposition operations and shore up its balance sheet, we expect external factors will preclude James River from maintaining credit measures and liquidity consistent with the Caa1 rating level," said Ben Nelson, Moody's lead analyst for James River Coal Company. As reported by the TCR on Nov. 19, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Richmond, Va.-based James River Coal Co. to 'CCC' from 'SD' (selective default). "We raised our rating on James River Coal because we understand that the company has stopped repurchasing its debt at deep discounts, for the time being," said credit analyst Megan Johnston. JOHN DINASO & SONS: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------- Debtor: John Dinaso & Sons Inc 520 Industrial Loop Staten Island, NY 10309 Case No.: 14-41264 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtor's Counsel: Moneesh K Bakshi, Esq. RASH & BAKSHI 45 Rockefeller Plaza, Suite 2000 New York, NY 10111-2099 Tel: 646-583-1615 Fax: 845-818-5331 Email: bakshilaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by John Dinaso, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-41264.pdf KENNEDY-WILSON INC: Moody's Rates New Sr. Unsecured Notes 'B2' -------------------------------------------------------------- Moody's Investors Service has assigned a B2 rating to the new senior unsecured notes issued by Kennedy-Wilson, Inc. The rating agency also assigned a (P) B2 rating to the senior unsecured shelf, a (P) B3 rating to the subordinated shelf and a (P) Caa1 rating to the preferred shelf of Kennedy-Wilson Holdings, Inc. as well as a (P) B2 rating to the senior unsecured shelf and a (P) B3 rating to the subordinated shelf of Kennedy-Wilson, Inc. In addition, Moody's affirmed Kennedy-Wilson Inc.'s B2 senior unsecured debt rating and B2 corporate family rating. The ratings outlook is stable. Ratings Rationale The ratings assigned to Kennedy-Wilson (NYSE: KW) reflect the company's growing real estate asset book and a substantial portfolio of joint venture investments. KW's vertically-integrated operating platform differentiates its investment proposition and its long standing network of relationships generates valuable investment opportunities for the company and its capital partners. But the portfolio at year end 2013 had material geographic concentration with California, Hawaii and other western states accounting for over 60% of its investments; however, recent activity will likely increase diversification. Substantial use of off-balance sheet secured debt and complex investment structures are some other important factors considered in the rating. KW reported strong results for 2013 with 48% growth in revenues, including pro-rata share of joint ventures, and 95% growth in EBITDA (including joint ventures' share) as the company began to realize income potential related to the $1.0 billion (127 %) growth in real estate assets acquired since year end 2011. The EBITDA margin, fixed charge coverage and net debt/EBITDA ratios have improved in recent years. Over the last two years, KW diversified its capital base issuing $593 million of common equity and $160 million of unsecured debt. Nevertheless, secured mortgage financing continues to be a very important part of KW's capital planning with secured debt, including its pro-rata share of JV debt, accounting for 48% of gross assets at year-end 2013. Unencumbered assets as a proportion of total assets continue to be very low as the company relies on mortgage financing to fund portfolio growth. In 2014, KW invested $203 million in Kennedy-Wilson Europe Real Estate's (KWE) $1.7 billion initial public offering. Prior to launching KWE, the firm acquired $5 billion in assets in the UK and Ireland, which will be managed by a wholly owned subsidiary of KW. The stable rating outlook reflects Moody's expectation that KW's leverage profile and earnings quality will continue to improve and that the company will grow its business without diluting credit metrics while maintaining adequate liquidity. The following factors could lead to upward rating movement for KW (all metrics are inclusive of KW's proportionate share of joint ventures): 1) fixed charge coverage consistently above 1.5x; 2)Net Debt/EBITDA consistently below 9x; 3) Effective leverage (debt plus preferred equity as a percentage of gross assets) below 65%; 4) maintenance and growth in recurring income generating unencumbered assets, 5) success in integration of European investments and operations; 6) increased public disclosure and transparency of its off-balance sheet ventures and 7) continued growth in size and geographic diversity. A ratings downgrade could occur if the following were to occur (all metrics are inclusive of KW's proportionate share of joint ventures): 1) Fixed charge coverage below 1x; 2) Net debt to EBITDA above 12x, 3) Effective leverage (debt plus preferred equity as a percentage of gross assets) above 80%; 4) secured debt as a percentage of gross assets in excess of 60%, and 5) loss of key business relationships. The following ratings were assigned with a stable outlook: Kennedy-Wilson Holdings, Inc. Senior unsecured shelf at (P) B2, subordinated shelf at (P) B3, and preferred shelf at (P) Caa1 Kennedy-Wilson, Inc. New senior unsecured notes at B2; Senior unsecured shelf at (P) B2, and Subordinated shelf at (P) B3 The following ratings were affirmed with a stable outlook: Kennedy-Wilson, Inc. Senior unsecured debt at B2 and corporate family rating at B2 Moody's last rating action with respect to Kennedy-Wilson, Inc. was on August 16, 2012 when Moody's downgraded the senior unsecured and corporate family ratings to B2, from B1. The outlook remained stable. Kennedy-Wilson Holdings, Inc. [NYSE: KW] is an international real estate investment and services firm. The company has grown from a real estate auction business into a vertically-integrated real estate operating company with over $14.8 billion of assets under management totaling over 68 million square feet of properties throughout the United States, Europe and Japan, including ownership in 17,355 multifamily apartment units. The principal methodology used in this rating was Global Rating Methodology for REITs and Other Commercial Property Firms published in July 2010. KIOR INC: Biofuel Maker Needs Cash to Stay in Business ------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Kior Inc., a producer of motor fuel from plant material, said it may default on debt and file for bankruptcy absent new funds from Vinod Khosla, who injected $100 million in October alongside Gates Ventures LLC. According to the report, the Pasadena, Texas-based company has a contingent $25 million commitment from Khosla, a founder of Sun Microsystems Inc. Kior closed the plant in Columbus, Mississippi for upgrading in January and is generating no income, the report related. The stock reached a peak of $23.85 on Sept. 29, 2011, the report said. On March 19, the stock fell 39 percent to close at 65 cents in New York trading, Bloomberg said. KIOR INC: Discusses Final Terms on Financing Deal With Khosla ------------------------------------------------------------- Lisa Allen, writing for The Deal, reported that advanced biofuel producer Kior Inc., which has warned that liquidity constraints could force a default or even a bankruptcy filing, is hashing out the final terms of a financing deal with its main backer. "Final terms and conditions are currently being negotiated" for a $25 million loan from Vinod Khosla, a Silicon Valley venture capitalist who was a co-founder of Sun Microsystems Inc., according to a Kior spokeswoman, the report related. Pasadena, Texas-based Kior said in a March 17 Form 10-K filing that it needs to close the financing deal with Khosla by April 1 in order to fund its operations and make its debt payments, the report further related. "We believe that we will be able to reach agreement on the funding commitment before that date," the report cited the spokeswoman as saying in an email. The potential loan from Khosla, as described in the Form 10-K, would allow Kior to draw no more than $5 million per month, the report said. LABORATORY PARTNERS: Wants Plan Filing Period Extended to June 23 ----------------------------------------------------------------- Laboratory Partners Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to extend the period during which the Debtors have the exclusive right to file a Chapter 11 plan by approximately 60 days through and including June 23, 2014, and the period during which the Debtors have the exclusive right to solicit acceptances of that plan through and including Aug. 22, 2014. Since the Petition Date, the Debtors have focused their efforts principally on procuring debtor-in-possession financing, seeking approval of and running sale processes, preparing their schedules of assets and liabilities and statements of financial affairs, and establishing a claims administration process. As a result, the Debtors are still considering certain issues related to a plan and drafting the same. The Debtors are continuing to develop a Plan and discuss options with major case constituents. Consequently, the Debtors seek an extension of the Exclusive Periods to allow the Debtors to continue advancing the discussions and to finalize a Plan, Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, the attorney for the Debtor said in a court filing dated March 18, 2014. The Debtors' proposed extension of the Exclusivity Periods will add certainty and stability as the Debtors continue working towards a sale of the Debtors' remaining assets. The Debtors remain in active negotiations with a potential purchaser for the Debtors' long-term care division and intend to finalize the negotiations in the near future. On Nov. 26, 2013, the Debtor obtained court authorization to employ Development Specialists, Inc., to provide William A. Brandt, Jr., as Chief Executive Officer for the Debtors to, among other things: (i) manage the ongoing operations of the Debtors; (ii) evaluate the Debtors' current financial position, business plans and future viability, including liquidity and cash needs; and (iii) develop a business plan that attempts to maximize profitability and cash flows. DSI will be compensated at a fixed rate of $25,000 per month, payable in advance, for the services of Mr. Brandt. The Debtors and DSI further agree that the Debtors will compensate DSI for the services of these additional personnel: (i) Patrick J. O'Malley, General Manager, at $575 per hour; (ii) Jill E. Costie, Manager of Bankruptcy Reporting, at $310 per hour; and (iii) Sean L. Farrell, Manager of Forecasting and Reporting, at $250 per hour. The hourly rates for other DSI consultants are: (i) $425-$625 per hour for Senior Consultants; and (ii) $175-$325 per hour for Consultants. William A. Brandt, Jr., President and CEO of DSI, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Laboratory Partners Laboratory Partners Inc., a Cincinnati-based provider of lab and pathology services, and several affiliates filed petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on Oct. 25, 2013, in Delaware. In its assets, the Debtor disclosed $43,034,702.91 in total assets and at least $132,357,067.42 (plus unknown) in total liabilities. The debtor-affiliates are Kilbourne Medical Laboratories, Inc., MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc., and Pathology Associates of Terre Haute, Inc. Certain of the Debtors do business as MEDLAB. Judge Peter J. Walsh presides over the case. Laboratory Partners is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and Jonathan J. Russo, Esq. BMC Group Inc. serves as claims and administrative agent. Duff & Phelps Securities LLC serves as the Debtors' investment bankers. The Official Committee of Unsecured Creditors has retained Otterbourg P.C., as Lead Co-Counsel; Klehr Harrison Harvey Branzburg LLP as Delaware Counsel; and Carl Marks Advisory Group LLC, as financial advisors. In March 2014, the Bankruptcy Court authorized the Debtors to sell their so-called "Talon Division," which refers to the clinical laboratory and anatomic pathology services to (i) physicians, physician officers and medical groups in Indiana, Illinois, and (ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to Laboratory Corporation of America Holdings for $10.5 million. An auction was cancelled after the Debtors received no competing bid during the bid deadline. The Court also authorized the Debtors to sell certain of their assets relating to their nuclear medicine business to Union Hospital, Inc. LABORATORY PARTNERS: Committee Has Nod to Retain Counsel -------------------------------------------------------- The Official Committee of Unsecured Creditors of Laboratory Partners Inc. and its debtor-affiliates sought and obtained authorization from the U.S. Bankruptcy Court for the District of Delaware to retain these professionals: (i) Otterbourg P.C. as lead co-counsel to, among other things, assist and advise the Committee in its consultation with the Debtors relative to the administration of the cases, at these hourly rates: Partner/Counsel $595-$940 Associate $275-$645 Paralegal $250-$260 (ii) Klehr Harrison Harvey Branzburg LLP as Delaware counsel to, among other things, assist, advise, and represent the Committee in analyzing the Debtors' assets and liabilities, investigating and participating in and reviewing any proposed asset sales or dispositions, at these hourly rates: Partners $360-$710 Of Cousnel $325-$455 Associates $230-$425 Paralegals $150-$300 (iii) Carl Marks Advisory Group LLC as financial advisor to, among other things, analyze proposed sale transaction(s) and monitor the Debtors' ongoing performance of the Debtors, keeping the Committee informed, and represent the Committee's interest with the intention to maximize recovery for the unsecured creditors, at these hourly rates: Partners $750 Managing Directors $550 Directors/Vice Presidents $450 Associates $350 Analysts $300 David M. Posner, a member at Otterbourg; Margaret M. Manning, Esq., an attorney at Klehr Harrison; and Mark L. Claster , a partner at CMAG, assured the Court that the firms are "disinterested persons" within the meaning of Section 101(14) of the Bankruptcy Code. Otterbourg intends to work closely with the Debtors' representatives and the other professionals retained by the Committee to ensure that there is no unnecessary duplication of services performed or charged to the Debtors' estates. About Laboratory Partners Laboratory Partners Inc., a Cincinnati-based provider of lab and pathology services, and several affiliates filed petitions for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12769) on Oct. 25, 2013, in Delaware. In its assets, the Debtor disclosed $43,034,702.91 in total assets and at least $132,357,067.42 (plus unknown) in total liabilities. The debtor-affiliates are Kilbourne Medical Laboratories, Inc., MedLab Ohio, Inc., Suburban Medical Laboratory, Inc., Biological Technology Laboratory, Inc., Terre Haute Medical Laboratory, Inc., and Pathology Associates of Terre Haute, Inc. Certain of the Debtors do business as MEDLAB. Judge Peter J. Walsh presides over the case. Laboratory Partners is represented by Morris, Nichols, Arsht & Tunnell LLP's Robert Dehney, Esq., and Erin R. Fay, Esq.; and Pillsbury Winthrop Shaw Pittman LLP's Leo T. Crowley, Esq., and Margot P. Erlich, Esq. and Jonathan J. Russo, Esq. BMC Group Inc. serves as claims and administrative agent. Duff & Phelps Securities LLC serves as the Debtors' investment bankers. In March 2014, the Bankruptcy Court authorized the Debtors to sell their so-called "Talon Division," which refers to the clinical laboratory and anatomic pathology services to (i) physicians, physician officers and medical groups in Indiana, Illinois, and (ii) Union Hospital, Inc., in Terre Haute and Clinton, Indiana, to Laboratory Corporation of America Holdings for $10.5 million. An auction was cancelled after the Debtors received no competing bid during the bid deadline. The Court also authorized the Debtors to sell certain of their assets relating to their nuclear medicine business to Union Hospital, Inc. LANDAUER HEALTHCARE: Joint Disclosure & Plan Hearing on April 28 ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved on a preliminary basis as containing adequate information within the meaning of Section 1125 of the Bankruptcy Code the disclosure statement explaining the Chapter 11 plan of liquidation filed by LMI Legacy Holdings Inc., f/k/a Landauer Healthcare Holdings, Inc., and its debtor affiliates. The Debtors are authorized to distribute a revised disclosure statement and solicitation packages in order to solicit votes on, and pursue confirmation of, the liquidation plan. April 15 is established as the voting deadline. A hearing to jointly consider approval of the Revised Disclosure Statement and the Plan will be held on April 28, 2014, at 11:00 a.m. (EST). Objections to the approval of the Disclosure Statement and the confirmation of the Plan must be filed no later than April 15. Under the Plan, holders of general unsecured claims are anticipated to recover 1.01%-15.4% of their claims, which total approximately $16 million to $18.4 million, while holders of convenience class claims will recover 10% of their claims, which total approximately $388,000. Holders of administrative claims, priority tax claims, and priority non-tax claims will recover 100% of their claim amounts, while holders of intercompany claims, subordinated claims, and equity interests will recover nothing. The Debtors received $700,000 from the proceeds of the sale of their assets to pay wind down expenses and an additional amount of as much as $750,000 to cure defaults on contracts along with unpaid operating expenses and professional fees for the Debtors and the Official Committee of Unsecured Creditors. The Debtors also entered into a settlement, prior to the filing of the Plan, which provided for the creation of a General Unsecured Creditors Trust ("GUC Trust"), which will be funded with $2.5 million to be supplied by Quadrant Management, Inc., whose affiliate purchased the Debtors' assets. A full-text copy of the Plan, revised on March 13, 2014, is available at http://bankrupt.com/misc/LANDAUERplan0313.pdf A full-text copy of the March 13 Disclosure Statement is available at http://bankrupt.com/misc/LANDAUERds0313.pdf About Landauer Healthcare Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. The Debtors are represented by Justin H. Rucki, Esq., Michael R. Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L Gates LLP, in New York; and Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., in Boston, Massachusetts. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Maillie LLP serves as the Debtors' tax accountants. The Debtor filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. LIGHTSQUARED INC: Judge Hears Arguments on Bankruptcy Plan ---------------------------------------------------------- Nick Brown, writing for Reuters, reported that a member of a committee helping to oversee LightSquared's restructuring said on Wednesday he believes the company's plan to subordinate the claims of its largest creditor, Dish Network Corp Chairman Charles Ergen, is fair. According to the report, testifying in the U.S. Bankruptcy Court in New York, Christopher Rogers, a member of the independent special committee, said the plan is not an attempt to punish Ergen for what LightSquared views as his surreptitious methods of acquiring debt. Rogers' testimony came during the opening day of what could be weeks of court hearings on LightSquared's proposed restructuring plan, the report related. The company is seeking approval by Judge Shelley Chapman to put the plan into effect and exit bankruptcy. Ergen bought up about $1 billion worth of LightSquared's senior loan debt, despite an agreement between LightSquared and its lenders that barred competitors from acquiring the company's debt. Ergen said he bought the debt in his personal capacity, not on behalf of Dish. 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: Ergen 'Forfeited' $700M Stake, Atty. Says ----------------------------------------------------------- Kaja Whitehouse, writing for the New York Post, reported that satellite mogul Charlie Ergen could lose his entire $700 million investment in wireless start-up LightSquared if billionaire investor Phil Falcone gets his way. According to the Post, a lawyer for the hedge fund billionaire argued that Ergen, owner of Dish Network, forfeited his rights to the money because he was fully aware that strategic investors were barred from owning the debt. Law360 reported that Ergen's personal investment history makes clear that his purchase of Lightsquared debt was done for the benefit of Dish -- not himself -- in violation of a credit agreement. "This is a breach of contract case," said David Friedman, Falcone's lawyer, the Post cited. "A $700 million breach of contract." LightSquared and Falcone, whose Harbinger Capital Management is the wireless start-up's largest stockholder, have sued Ergen for allegedly using $700 million of his own money to buy an $850 million controlling stake in the company's senior loan, the Post related. Lawyers for Lightsquared and DISH made their closing arguments on March 17 before U.S. Bankruptcy Judge Shelley C. Chapman. Lawyers for both parties, during their court appearance, threw their final jabs in a dispute over whether Ergen should be held liable for buying up a controlling share of Lightsquared secured debt, Law360 related. Ergen's goal, according to LightSquared: to pave the way for Dish to pick up its spectrum on the cheap, the Post said. Other disputes related to approval of LightSquared's Chapter 11 plan will be argued at a hearing today. 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: Seeks to Disallow Ergen's "No" Vote on Plan ------------------------------------------------------------- Tiffany Kary, writing for Bloomberg News, reported that LightSquared Inc. said it will ask a judge not to count a "no" vote on its bankruptcy reorganization plan cast by a fund controlled by Dish Network Corp. Chairman Charles Ergen, saying the fund acted in bad faith. The report related that LightSquared has accused Ergen of secretly accumulating the debt so he can buy the company's airwaves for a below-market price through bankruptcy. The fund, SP Special Opportunities LLP, owns $1 billion of debt in LightSquared, the wireless broadband company controlled by Philip Falcone's Harbinger Capital Partners LLC. "SPSO's rejection of the plan is in furtherance of its strategy -- executed in concert with Ergen and his other controlled companies -- to acquire LightSquared at a steep discount to its fair value by preventing LightSquared from reorganizing on a standalone basis," the report said, citing to the filing. Bill Rochelle, the bankruptcy columnist for Bloomberg News, noted that LightSquared said its new plan has support from all major creditor groups other than Ergen. The company said Ergen voted his claim, not as a creditor, but as a competitor hoping to run LightSquared into liquidation and buy up frequency licenses "at fire-sale prices." Section 1126(e) of the Bankruptcy Code allows the bankruptcy court to "designate" a claim not voted in "good faith" so that creditor's vote won't count toward plan approval, Mr. Rochelle said. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIGHTSQUARED INC: SPSO Obtains Order Protecting Confidential Info ----------------------------------------------------------------- U.S. Bankruptcy Judge Shelley Chapman signed off on a protective order, which authorizes the implementation of procedures proposed by SP Special Opportunities LLC in connection with the turnover of certain documents. The procedures aim to protect "highly sensitive proprietary information regarding certain technical matters" that will be provided to SP Special Opportunities in connection with the confirmation of LightSquared Inc.'s proposed plan to exit Chapter 11 protection. A full-text copy of the protective order is available without charge at http://is.gd/u3Knrz SP Special is represented by: James C. Dugan, Esq. Rachel C. Strickland, Esq. Willkie Farr & Gallagher LLP 787 Seventh Ave. New York, NY 10019-6099 Tel: (212) 728-8000 Fax: (212) 728-8111 Email: jdugan@willkie.com rstrickland@willkie.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: Defends Exit Plan from Objections of SPSO, et al ------------------------------------------------------------------ LightSquared Inc. defended its proposed plan to exit Chapter 11 protection against a fund owned by Dish Network Corp. Chairman Charles Ergen, saying the subordination of the fund's claims is fair. The restructuring plan calls for the subordination of SP Special Opportunities' claims on grounds that they are not valid senior secured claims. The fund, however, would be paid in full under the plan through the provision of a note. SPSO had opposed the subordination of its claims, saying the note would be out of money when LightSquared officially emerges from bankruptcy. It also argued that the note would bear interest at a rate too low to compensate the fund for risks associated with the note. In a court filing, LightSquared's lawyer said the consideration provided to SPSO under the plan "does not constitute unfair discrimination." "Although separately classified and treated differently, the treatment proposed in the plan satisfies SPSO's allowed claims in full irrespective of its conduct in connection with these Chapter 11 cases," said Matthew Barr, Esq., at Milbank Tweed Hadley & McCloy LLP, in New York. LightSquared has accused Mr. Ergen of secretly accumulating about $1 billion of its debt through the fund so he can buy the company's airwaves for a below-market price through bankruptcy. The company says Mr. Ergen was acting on behalf of Dish, a competitor, which makes the purchases improper. An agreement between LightSquared and its lenders barred competitors from acquiring the company's debt, according to court papers. LightSquared and its main shareholder Harbinger Capital Partners filed a case against Mr. Ergen and his company, alleging he had purchased the debt on Dish's behalf. Mr. Ergen defended the purchase, saying he bought the debt in his personal capacity. Mr. Barr also defended the proposed restructuring plan against objections from Dish and a Justice Department official charged with regulating bankruptcy cases. Dish questioned a provision that may strip L-Band Acquisition LLC of its right to pursue a claim for the breakup fee and expenses it incurred in connection with the negotiation of its $2.2 billion takeover bid for LightSquared, which was terminated in January. Meanwhile, William Harrington, the U.S. trustee for Region 2, questioned a provision of the plan that releases non-debtor third parties from liability, and that exculpates non-fiduciary third parties. Mr. Barr said Dish is not entitled to any break-up fees, and that the release and exculpation provisions of the plan should be approved since they "comply with applicable law." The proposed plan also drew flak from ACE American Insurance, Co. and Sound Point Capital Management, L.P. LightSquared has already included additional language in the plan resolving the objections, according to the lawyer. Meanwhile, Centaurus Capital LP, Fortress Investment Group LLC, Harbinger, Melody Business Finance LLC, SIG Holdings Inc., U.S. Bank N.A., and a group of secured lenders expressed support for confirmation of the proposed plan. LightSquared on Feb. 14 filed a plan, which contemplates the provision of a new $1.65 billion loan, of which about $115 million will be converted into equity. The proposed plan, which is backed by Fortress, also contemplates the payment in full of all claims and equity interests with cash and other consideration; the issuance of new debt and equity instruments; and the preservation of the company's litigation claims. Under the plan, LightSquared's bankruptcy exit is no longer conditioned on the Federal Communications Commission's approval related to terrestrial spectrum rights. It doesn't also include participation from Dish or its chairman. A full-text copy of the proposed plan is available for free at http://is.gd/ldNxOh 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. LIQUIDMETAL TECHNOLOGIES: Incurs $14.2 Million Net Loss in 2013 --------------------------------------------------------------- Liquidmetal Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss and comprehensive loss of $14.24 million on $1.02 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $14.02 million on $650,000 of total revenue for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2012, showed $4.10 million in total assets, $6.84 million in total liabilities and a $2.74 million total shareholders' deficit. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/UWJPAI About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. LOU PEARLMAN: Backstreet Boys to Quit Playing Games With Claims --------------------------------------------------------------- Law360 reported that the Backstreet Boys have requested additional time to resolve a dispute with their former Ponzi-scheming manager's bankruptcy trustee over $3.5 million in legal fees, seeking to push back a scheduled March 24 hearing on the matter. According to the report, the boy band, which rose to fame in the 1990s and released its eighth album last year, say they have a scheduling conflict and have discussed postponing by 90 days the March 24 hearing with the trustee overseeing the liquidation of former manager Lou Pearlman's estate. MAUI LAND: Reports $1.2 Million 2013 Net Loss --------------------------------------------- Maui Land & Pineapple Company, Inc., reported a net loss of $1.16 million on $15.21 million of total operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.60 million on $13.57 million of total operating revenues in 2012. "With the progress made on resolving our legacy issues and the completion of the restructuring of our operations, we are now focused on the development and marketing of our real estate assets here on Maui," stated Warren H. Haruki, Chairman and CEO. "We believe the efforts of the past several years have strengthened our ability to manage and care for our Maui landholdings for the benefit of our stakeholders and the community." A copy of the press release is available for free at: http://is.gd/vZgYpO About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. The Company's balance sheet at Sept. 30, 2013, showed $56.66 million in total assets, $92.62 million in total liabilities and a $35.95 million total stockholders' deficiency. Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring negative cash flows from operations and deficiency in stockholders' equity which raise substantial doubt about the Company's ability to continue as a going concern. MESA AIR: Appoints John Selvaggio as VP Business Development ------------------------------------------------------------ Mesa Air Group, Inc. on March 19 disclosed that John Selvaggio has joined its senior leadership team as Vice President of Business Development and Resource Planning. With more than 35 years of airline experience with American Airlines/AMR, US Airways and Delta Air Lines, Mr. Selvaggio will help steer Mesa's long-term growth and resource pipeline strategy. "I'm delighted John has joined our team and will focus on fostering new relationships aimed at enlarging Mesa's footprint and ensuring the continuous flow of critical resources to bolster our plans for growth," said CEO Jonathan Ornstein. Mr. Selvaggio's significant career milestones include serving as Assistant Vice President of Strategic Planning for American Airlines, President, CEO and COO of post-bankruptcy Midway Airlines and Vice President of US Airways Express for US Airways, Inc. He also served as Senior Vice President ? Airport Customer Service for Delta Air Lines and President, CEO and COO of Delta's innovative high-touch/low-cost subsidiary, Song Airlines. From 2007 to 2009, he served as President and CEO of Delta-owned Comair. Mr. Selvaggio earned a bachelor of science degree in Accounting from Fordham University and has served as a director for professional organizations including the Regional Airline Association. Marcia Scott, joining Mesa as Director of Corporate Communications, brings nearly 20 years of in-house corporate communications, public relations agency and PR consulting experience. Since 2008, Scott served as Public Relations Account Supervisor at The Lavidge Company in Phoenix. Her previous positions include Vice President of Corporate Communications and Investor Relations for Atlanta-based PGi, Inc. and Director of Corporate Communications and Investor Relations for both ValuJet Airlines and AirTran Airways. Ms. Scott's experience includes local, national and international media relations, investor relations, employee communications, crisis management, public affairs and community relations. She earned a bachelor's degree in Journalism-Public Relations from The University of Florida. About Mesa Air Mesa Air currently operates 76 aircraft with approximately 450 daily system departures to 94 cities, 38 states, the District of Columbia, and Mexico. Mesa operates as US Airways Express and United Express under contractual agreements with US Airways and United Airlines, respectively, and independently as go! Mokulele. This operation links Honolulu to the neighbor island airports of Hilo, Kahului, Kona and Lihue. The Company was founded by Larry and Janie Risley in New Mexico in 1982. Mesa Air Group Inc. and its units filed their Chapter 11 petitions (Bankr. S.D.N.Y. Lead Case No. 10-10018) on Jan. 5, 2010, in New York, listing assets of $976 million against debt totaling $869 million as of Sept. 30, 2009. Richard M. Pachulski, Esq., and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel to the Debtors. Imperial Capital LLC is the investment banker. Epiq Bankruptcy Solutions is claims and notice agent. Brett Miller, Esq., Lorenzo Marinuzzi, Esq., and Todd Goren, Esq., at Morrison & Foerster LLP, serve as counsel to the Official Committee of Unsecured Creditors. Judge Martin Glenn entered a final order confirming the Third Amended Joint Plan of Reorganization of Mesa Air Group, Inc., and its debtor affiliates on Jan. 20, 2011. Under the plan, the reorganized company will issue new notes, common stock and warrants to creditors. Unsecured creditors that are U.S. citizens will receive a combination of new notes and new common stock, while unsecured creditors that are Non-U.S. citizens will receive a combination of new notes and new warrants. An agreement with US Airways paved way for the filing of the plan. Mesa Air's Plan of Reorganization became effective March 1, 2011. The Company's restructuring accomplishments included elimination of 100 excess aircraft and associated leases and debt which contributed to the deleveraging of Mesa's balance sheet in the approximate amount of $700 million in capitalized leases and $50 million in debt, and extending the term of the code-share agreement with US Airways through September 2015. MILACRON HOLDINGS: Moody's Affirms B2 Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service affirmed the B2 Corporate Family and Probability of Default ratings of Milacron Holdings Inc. as well as the debt ratings of Milacron LLC, whose obligations are guaranteed by Milacron Holdings Inc. (collectively Milacron). Those ratings, B1 for senior secured and Caa1 for senior unsecured, are unaffected by a $100 million increase in the company's senior secured term loan, a portion of whose proceeds will be used to partially redeem Milacron's existing senior secured notes. The outlook remains stable. Ratings Rationale Milacron is accessing an accordion feature in its existing $243 million senior secured term loan (original amount $245 million) to raise an additional $100 million (pro forma total, $343 million). Along with cash on hand, funds will be used to partially redeem $55 million of principal of its $275 million senior secured notes (pro forma total, $220 million) with the balance used to replenish cash utilized for several small acquisitions and retained for further transactions. The amount of the existing $465 million of senior unsecured notes is unaltered. The transaction will effectively increase the company's funded debt by some $45 million but preserve good liquidity. While the debt ratings of the instruments have been affirmed, the increase in senior secured claims will marginally impact recovery expectations of the unsecured notes. Milacron's B2 CFR reflects its moderate size, large installed base of equipment utilized by plastic processors and molders, and elevated financial leverage. Although it serves a diverse collection of end-markets, demand will continue to be affected by cyclical trends in capital expenditures and industrial production. Mold-Masters, which was acquired in 2013, along with several subsequent smaller acquisitions, helps to mitigate this volatility given the more frequent change-over of hot runners relative to the machinery used in the molding process and incremental volumes from consumables, aftermarket parts and services. Milacron's margins have significantly improved since the operations were acquired out of bankruptcy. This has developed as a result of stronger volumes, restructuring initiatives, which boosted profitability and lowered the fixed and variable cost structure, and the consolidation of Mold-Masters who enjoyed stronger margins. Ongoing actions to achieve further synergies are expected to improve prospects as well as broaden the company's penetration into less cyclical end-markets. The ratings incorporate good liquidity and elevated leverage arising from CCMP's acquisition in 2012, the purchase of Mold- Masters in 2013, and an increase in the company's debt from the 2014 financing. Debt levels are unlikely to materially decline over the next two years, but earnings should grow in the mid- single digit range, producing a gradual de-leveraging as well as reasonable interest coverage metrics for the rating category. Ongoing free cash flow is anticipated but will be relatively modest, constrained by working capital requirements and capital expenditures. Internally generated capital should increase over time and be available to reduce indebtedness but may, in addition to cash on hand, be used to fund acquisitions as only modest debt maturities exist prior to a secured note maturity in 2019. The one rating notch uplift to the $220 million note and $343 million term loan above the underlying CFR reflects the expected loss from the application of the B2-PD probability of default, higher recovery experience flowing from their secured status and a substantial amount of junior debt in the capital structure which effectively serves as a loss absorption cushion. Nonetheless, the uplift was constrained to one notch as a result of structural considerations arising from the "covenant-light" nature of the secured debt and the extensive level of revenue and earnings achieved by subsidiaries that are not part of the guarantor group. The Caa1 rating on the unsecured notes reflects their higher expected loss from the application of the same probability of default and effective subordination of claims to the senior secured obligations that will concentrate any loss in this class. The stable outlook reflects prospects for sustained profitability earned across diverse end-markets for plastic products and industrial fluids. The capital goods sector remains cyclical but the shorter cycle of Mold-Masters products and their stronger growth prospects are expected to reduce variability in Milacron's business mix. The stable outlook is further supported by good liquidity that benefits from material cash balances and availability under the company's committed back-up facilities, including its asset based lending agreement of $100 million. The ratings or outlook could face downward pressure if the company's debt/EBITDA exceeded 6 times or if its EBITA/interest coverage fell below 1.25 times. Similarly experiencing a material decline in revenue, EBITA margins less than 10% or prolonged periods of negative free cash flow could adversely affect the ratings. A decline in debt/EBITDA meaningfully below 4 times, EBITA/interest above 2.5 times while sustaining FCF/debt greater than 7% could lead to a positive outlook or stronger ratings. Ratings affirmed: Milacron Holdings Inc. Corporate Family, B2 Probability of Default, B2-PD Milacron LLC Senior Secured Term Loan, B1 (LGD-3, 32%) Senior Secured Note, B1 (LGD-3, 32%) Senior Unsecured Note, Caa1 (LGD-5, 81% from LGD-5, 80%) The principal methodology used in this rating was the Global Heavy Manufacturing Rating Methodology published in November 2009. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Milacron Holdings Inc., through its wholly-owned subsidiary, Milacron LLC, produces equipment and supplies used in plastics- processing as well as premium fluids used in metalworking. Annual revenues of the Cincinnati, OH, headquartered firm are approximately $1.1 billion/year. MINI MASTER: Has Nod to Hire Pietrantoni Mendez as Special Counsel ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Puerto Rico has granted Mini Master Concrete Services, Inc., permission to employ Pietrantoni, Mendez & Alvarez, LLC, as special counsel. As reported by the Troubled Company Reporter on March 7, 2014, the Debtor wants to employ the services of PMA to proceed with the appeal process as its special counsel under 11 U.S.C. Section 327(e). Prior to the filing of its Chapter 11 petition, the Debtor has a pending litigation case before the Court of First Instance of Puerto Rico, San Juan Section. On Jan. 16, 2014, the Court of First Instance issued judgment in the case against Master Concrete, dismissing the complaint challenging the Department of the Treasury of Puerto Rico's final determination of excise tax deficiencies. The appeal of the judgment was due Feb. 21, 2014, and the Debtor was advised by PMA that it should be undertaken, which PMA agreed to handle on its behalf. Mini Master Concrete aka Mini Master aka Empresas Master filed a Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11, 2013, in Old San Juan, District of Puerto Rico. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, in Puerto Rico, serves as counsel to the Debtor. The petition was signed by Carmen Betancourt, president. MMODAL INC: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------ Tom Corrigan, writing for The Wall Street Journal, reported that M*Modal Inc., a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. According to the report, the filing in U.S. Bankruptcy Court in New York comes at the end of a grace period after the company skipped a February interest payment to bondholders. Just hours after the filing, Judge Robert E. Gerber approved M*Modal's so-called first-day motions, which ease the company's transition into bankruptcy protection, allowing it to pay employees and use its remaining assets to continue existing operations, the report related. A final hearing on the motions was scheduled for April 16. "We intend to use the court process to significantly strengthen M*Modal's balance sheet and improve the company's financial flexibility by reducing our debt burden and establishing a capital structure that supports our investment in the future," the report cited Duncan James, the company's chief executive officer, as saying in a statement. M*Modal's 14 separate entities, which collectively listed liabilities of $852 million and assets of about $626 million, according to court papers, expect to continue normal operations throughout the Chapter 11 process, the report said. * * * The Troubled Company Reporter, on Feb. 21, 2014, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on MModal to 'D' from 'B-'. S&P also lowered the ratings on the company's $250 million unsecured notes due 2020 to 'D' from 'CCC'. The recovery rating for these notes remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. At the same time, S&P lowered the ratings on the company's $520 million senior secured credit facilities, which consist of a $75 million revolving credit facility due 2017 and a $445 million term loan due 2019, to 'CC' from 'B'. The recovery rating remains '2', indicating S&P's expectations for substantial (70%-90%) recovery in the event of a payment default. MUNICIPAL MORTGAGE: Lisa M. Roberts to Continue Serving as CFO -------------------------------------------------------------- Municipal Mortgage & Equity, LLC, entered into an employment agreement with Lisa M. Roberts, its executive vice president and chief financial officer on Feb. 20, 2014. The employment agreement has a three year term ending on Dec. 31, 2016, and provides for an initial base compensation for calendar year 2014 of $460,000, subject to annual increases thereafter at the discretion of the Compensation Committee of the Board of Directors. In addition to her base compensation, Ms. Roberts is eligible to receive incentive compensation payable in cash, shares, options or otherwise as determined by the Compensation Committee based on individual and company performance. A copy of the Form 8-K report is available for free at: http://is.gd/iCB4gu About Municipal Mortgage Baltimore, Md.-based Municipal Mortgage & Equity, LLC (Pink Sheets: MMAB) -- http://www.munimae.com/-- was organized in 1996 as a Delaware limited liability company and is classified as a partnership for federal income tax purposes. When the Company became a publicly traded company in 1996, it was primarily engaged in originating, investing in and servicing tax- exempt mortgage revenue bonds issued by state and local government authorities to finance affordable multifamily housing developments. Since then, the Company made several acquisitions that significantly expanded its business. However, in 2008, due to the financial crisis, the Company began contracting its business. The Company has sold, liquidated or closed down all of its different businesses except for its bond investing activities and certain assets and residual interests related to the businesses and assets that the Company sold due to its liquidity issues. The Company has a majority position in International Housing Solutions S.a.r.l., a partnership that was formed to promote and invest in affordable housing in overseas markets. In addition, at Dec. 31, 2010, the Company has an unfunded equity commitment of $5.1 million, or 2.67% of total committed capital with respect to its role as the general partner to the South Africa Workforce Housing Fund SA I ("SA Fund"). The SA Fund was formed to invest directly or indirectly in housing development projects and housing sector companies in South Africa. A portion of the funding of SA Fund is participating debt provided by the United States Overseas Private Investment Corporation, a federal government entity, and the remainder is equity primarily invested by institutional and large private investors. The Company expects to continue this business. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2011, KPMG LLP, in Baltimore, Maryland, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has been negatively impacted by the deterioration of the capital markets and has liquidity issues which have resulted in the Company having to sell assets and work with its creditors to restructure or extend its debt arrangements. The Company's balance sheet at Sept. 30, 2013, showed $1.03 billion in total assets, $500.36 million in totla liabilities and $539.49 million in total equity. NATCHEZ REGIONAL: Hospital Bankruptcy Bill Signed by Governor ------------------------------------------------------------- Vershal Hogan, writing for Natchez Democrat, reported that the bill that will allow Natchez Regional Medical Center to declare Chapter 9 has left the governor's desk, clearing the way for the county-owned hospital to proceed with the appropriate court filings. According to the state legislature website, Gov. Phil Bryant signed the bill on March 4, the report related. The report said because the hospital is county-owned, declaring bankruptcy requires legislative approval. NRMC officials sought permission to file for bankruptcy in February, saying the hospital faced at the time $3 million more in financial liabilities than it had in assets. All of the area's legislative delegation voted for the measure, except Sen. Melanie Sojourner, R-Natchez, who was records as being one of the eight legislators who were absent or not voting on the measure, the report added. About Natchez Regional Based in Natchez, Mississippi, Natchez Regional Medical Center is a full-service hospital offering comprehensive diagnostic and treatment services for acute, subacute and ambulatory care. Natchez Regional serves as a referral center for the five Mississippi counties and two Louisiana parishes it serves, known locally as the Miss-Lou. The hospital is owned by Adams County. The Debtor filed a petition for Chapter 9 on Feb. 12, 2009 (Bankr. S.D. Miss. Case No. 09-00477). Eileen N. Shaffer, Esq., represents the Debtor as counsel. The Debtor listed total assets of between $10 million and $50 million, and total debts of between $10 million and $50 million. NEW ENGLAND COMPOUNDING: $100M Deal In MDL Nears Finish Line ------------------------------------------------------------ Law360 reported that the trustee of bankrupt New England Compounding Pharmacy Inc. and other parties are close to completing a proposed deal in which victims of a fatal 2012 meningitis outbreak would receive $100 million in multidistrict litigation, they told a Massachusetts federal judge. According to the report, bankruptcy trustee Paul Moore said he and a committee representing the victims have been negotiating and drafting documents since the settlements-in-principle were announced in December, and that they will be completing the deals "shortly." About New England Compounding Pharmacy New England Compounding Pharmacy Inc., filed a Chapter 11 petition (Bankr. D. Mass. Case No. 12-19882) in Boston on Dec. 21, 2012, after a meningitis outbreak linked to an injectable steroid, methylprednisolone acetate ("MPA"), manufactured by NECC, killed 39 people and sickened 656 in 19 states, though no illnesses have been reported in Massachusetts. The Debtor owns and operates the New England Compounding Center is located in Framingham, Mass. In October 2012, the company recalled all its products, not just those associated with the outbreak. Paul D. Moore, Esq., at Duane Morris LLP, in Boston, has been appointed as Chapter 11 Trustee of NECC. He is represented by: Jeffrey D. Sternklar, Esq. DUANE MORRIS LLP Suite 2400 100 High Street Boston, MA 02110-1724 Tel: 857-488-4216 Fax: 857-401-3034 An Official Committee of Unsecured Creditors appointed in the case has been represented by: BROWN RUDNICK LLP William R. Baldiga, Esq. Rebecca L. Fordon, Esq. Jessica L. Conte, Esq. One Financial Center Boston, MA 02111 Tel: (617) 856-8200 - and - David J. Molton, Esq. Seven Times Square New York, NY 10036 Tel: (212) 209-4800 NEWLEAD HOLDINGS: Issues 2 Million Settlement Shares to MGP ----------------------------------------------------------- NewLead Holdings Ltd. issued and delivered to MG Partners Limited 2,000,000 additional settlement shares. As of Feb. 20, 2014, the Company had approximately 41,436,862 million shares outstanding. On Dec. 2, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced the Action against the Company on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due indebtedness of the Company, which Hanover had purchased from certain creditors of the Company pursuant to the terms of separate purchase agreements between Hanover and each of such creditors. The Order provides for the full and final settlement of the Claim and the Action. Pursuant to the terms of the Settlement Agreement approved by the Order, on Dec. 2, 2013, the Company issued and delivered to MGP, as Hanover's designee, 5,250,000 shares of the Company's common stock, $0.01 par value. A copy of the Form 6-K is available for free at: http://is.gd/aLQx6V About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings incurred a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of June 30, 2013, the Company had $84.27 million in total assets, $166.18 million in total liabilities and a $81.91 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NORTEL NETWORKS: Creditors' Panel Hires Cassels Brock as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Nortel Networks Inc., and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cassels Brock & Blackwell LLP as successor Canadian counsel, nunc pro tunc to Mar. 4, 2014. The Committee submits that it is necessary and appropriate for it to employ and retain Cassels Brock as successor Canadian counsel to ensure that the same attorneys who have had primary responsibility for advising the Committee on Canadian legal issues and representing the Committee in connection with the Canadian Proceeding can continue to provide, among other things, the following services, at the direction of the Committee's lead counsel, Akin Gump: (a) advise the Committee with respect to its rights, duties and powers in connection with the Canadian Proceeding; (b) assist and advise the Committee in its consultations with the Debtors and other parties in interest in the Canadian Proceeding in relation to matters of Canadian law; (c) assist and advise the Committee in connection with the allocation trial and all relevant aspects thereof; (d) assist and advise the Committee as to its communications to the general creditor body regarding significant matters in the Canadian Proceeding; (e) represent the Committee at all hearings in the Canadian Proceeding; (f) review and analyze motions, applications, orders, reports, statements of operations and schedules filed with the Canadian Court and advise the Committee as to their propriety, and to the extent deemed appropriate by the Committee, support, join or object thereto; (g) advise and assist the Committee with respect to any Canadian legislative, regulatory or governmental activities; (h) assist the Committee in preparing pleadings including, without limitation, motions, affidavits, facta, records, memoranda, complaints, adversary complaints, objections or comments as may be necessary in furtherance of the Committee's interests in the Canadian Proceeding; (i) assist the Committee in its review and analysis of the Debtors' various commercial agreements and inter-company transactions in so far as they relate to or are the subject of the Canadian Proceeding; (j) assist the Committee in developing and implementing protocols for the coordination of these Chapter 11 cases with the Canadian Proceeding and coordinating with counsel in the Canadian Proceeding; and (k) perform other legal services as may be required or are otherwise deemed to be in the interests of the Committee in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Cassels Brock will be paid at these hourly rates: Partners/Senior Consultants $600-$1050 Associates $390-$700 Paraprofessionals $125-$435 R. Shayne Kukulowicz, Partner $900 Michael J. Wunder, Partner $795 Ryan Jacobs, Partner $750 Keri Wallace, Associate $390 Cassels Brock will also be reimbursed for reasonable out-of-pocket expenses incurred. Mark I. Young, member of Cassels Brock, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Cassels Brock can be reached at: Mark I. Young, Esq. CASSELS BROCK & BLACKWELL LLP Scotia Plaza 40 King Street West, Ste 2100 Toronto, ON M5H 3C2 Canada Tel: 416 869 5300 Fax: 416 360 8877 About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. NORTHERN BEEF: Wants Sale Closing Extended to April 5 ----------------------------------------------------- Northern Beef Packers Limited Partnership is seeking an extension of the deadline for closing the sale of its Operating Assets to White Oak Global Advisors, LLC, the successful bidder at an auction in December. Specifically, the Debtor asks the Court to enter an order: (a) extending the date by which White Oak is required to close on the sale of the Operating Assets until April 5, 2014; and (b) if White Oak fails to then timely close on the sale, extending the date by which the backup bidder is required to close on the sale of the Operating Assets until April 12, 2014. White Oak is acquiring the assets in exchange for a credit bid of $39,500,000 and a cash bid of $4,847,160, for a total bid of $44,347,160. The final cash portion of White Oak's total bid will be determined after all issues regarding the validity, priority, and extent of liens on the Operating Assets sold are resolved. American Foods Group, LLC is the Backup Bidder with an all-cash bid of $12,750,000. The Debtor said it and White Oak are now working to close the sale of the Operating Assets. To make sure that all administrative matters necessary for the closing are properly handled in connection with the closing, the Debtor and White Oak have agreed that it is in the best interests of the estate and parties in interest to have the closing deadline briefly extended. For example, White Oak is awaiting confirmation on the timing of the effectiveness of new insurance, and the parties do not want to risk any gap in insurance coverage. The Debtor said it has funding through April 5, 2014 under the Third Stipulation Amending and Extending Post-Petition Financing, which was approved by the Court, so there will be no harm to the estate from such delay. On Jan. 9, 2014, the Court extended the deadline for the sale of the Operating Assets to close until not later than the date that is 10 days after the date on which the Court enters a judgment in Adv. No. 13-1016, and the closing date regarding the sale of the Operating Assets for the Backup Bidder is extended until not later than the date that is 17 days after the date on which the Court enters a judgment in Adv. No. 13-1016. The adversary proceeding was launched following the sale. Two of secured creditors of Northern Beef Packers Limited Partnership -- SDIF Limited Partnership 6 and SDIF Limited Partnership 9 -- commenced an adversary proceeding so the Bankruptcy Court could sort out the extent of various parties' liens and other encumbrances against the Debtor's assets and determine their priority. On March 11, 2014, the Court issued its Decision re: Defendant White Oak Global Advisors, LLC's Motion for Judgment on the Pleadings or, in the Alternative, for Partial Summary Judgment, entered its Order Directing Entry of Partial Summary Judgment as to Plaintiffs' and Certain Defendants' Interests in Debtor's Operating Assets and entered Partial Summary Judgment in Adv. No. 13-1016, thus clearing the path for the closing of the sale of the Operating Assets to White Oak. The March 14 edition of the Troubled Company Reporter ran a story on the decision. Attorneys for Northern Beef Packers Limited Partnership are: COZEN O'CONNOR Steven H. Silton, Esq. Thomas G. Wallrich, Esq. Joel D. Nesset, Esq. 33 South Sixth Street, Suite 4640 Minneapolis, MN 55402 Tel:: (612) 260-9000 - and - BANTZ, GOSCH & CREMER, L.L.C. Rory King, Esq. 305 Sixth Ave. SE Aberdeen, SD 57402-0970 Tel: (605) 225-2232 About Northern Beef Packers Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. NPS PHARMACEUTICALS: Christine Mikail Named SVP Legal Affairs ------------------------------------------------------------- Edward Stratemeier, NPS Pharmaceuticals, Inc.'s senior vice president, legal affairs, general counsel and corporate secretary, retired on Feb. 28, 2014. The Company had previously announced that Mr. Stratemeier would retire on the earlier of March 31, 2014, or the date that the Company has named an acceptable replacement to assume Mr. Stratemeier's responsibilities. Mr. Stratemeier will continue to serve the Company as an outside consultant, and during that service his outstanding equity awards will continue to vest according to their terms. Effective March 3, 2014, Christine Mikail was appointed senior vice president, legal affairs, and general counsel of the Company. Ms. Mikail previously served as executive vice president, corporate development, as well as general counsel, scretary and chief compliance officer, at Dendreon, a public biotechnology company, where she led a bi-coastal legal and compliance team and business development team. Previously, she held senior corporate development and legal positions with Savient Pharmaceuticals, ImClone Systems, and Eli Lilly. About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals incurred a net loss of $13.50 million in 2013, following a net loss of $18.73 million in 2012. The Company had a net loss of $36.26 million in 2011. As of Dec. 31, 2013, the Company had $292.22 million in total assets, $187.33 million in total liabilities and $104.89 million in total stockholders' equity. NUVILEX INC: Obtains $27MM Funding Commitment From Lincoln Park --------------------------------------------------------------- Nuvilex, Inc., has entered into a stock purchase agreement with Lincoln Park Capital Fund, LLC, a Chicago-based institutional investor. Lincoln Park initially purchased 8 million shares of Nuvilex's common stock at $0.25 per share for $2 million and has committed to invest, at the sole option of Nuvilex, up to an additional $25 million of equity capital over the term of the purchase agreement. The proceeds from this investment will be used for Nuvilex's late-stage clinical trials in advanced inoperable pancreatic cancer, for research into the use of constituents of marijuana in the emerging medical marijuana arena and for general operating purposes. Kenneth L. Waggoner, the CEO and president of Nuvilex, commented, "Our stock purchase agreement with Lincoln Park gives Nuvilex the flexibility to access capital over time at prevailing market prices and as our needs arise. The initial funding helps us to proceed with our planned late-stage pancreatic cancer clinical trials. The $2 million initial investment also reflects the commitment to Nuvilex and our live-cell encapsulation platform for developing treatments for cancer and diabetes." During the 36-month term of the stock purchase agreement, Nuvilex, at its sole discretion, has the right to sell Lincoln Park up to an additional $25 million of Nuvilex common stock in amounts as described in the agreement and subject to certain conditions which include the effectiveness of a registration statement with the U.S. Securities and Exchange Commission covering the sale of the shares that may be issued to Lincoln Park. Nuvilex controls the timing and amount of any future investment. Lincoln Park is obligated to make purchases if and when Nuvilex decides. Under the terms of the stock purchase agreement, there are no upper limits on the price Lincoln Park may pay to purchase Nuvilex's common stock. The purchase price of the shares related to any future investments will be based on the prevailing market prices of Nuvilex's shares immediately preceding a notice of sale to Lincoln Park. Lincoln Park has agreed not to cause or engage in any direct or indirect short selling or hedging of Nuvilex's common stock. The stock purchase agreement may be terminated by Nuvilex at any time at its sole discretion and without any monetary cost to Nuvilex. A copy of the Purchase Agreement is available at: http://is.gd/gXhMfk About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $4.59 million in total assets, $990,967 in total liabilities and $3.60 million in total stockholders' equity. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. ORCKIT COMMUNICATIONS: Settles Dispute with Note Holders -------------------------------------------------------- Representatives of Orckit Communications Ltd. and representatives of the holders of the Company's Series A notes and Series B notes reached an agreement on the issues that were in contention in the proposed arrangement under Section 350 of the Israeli Companies Law among the Company and the Note holders, which was presented by the joint committee of the representatives of the Note holders on Jan. 30, 2014. In particular, Mr. Izhak Tamir undertook to continue to serve as the Company's chief executive officer for at least three months following the consummation of the Arrangement, to assist the Company as requested for at least 24 months in the area of customer support and for an unlimited period in the area of litigation and patent monetization. The waiver of liability in favor of the Company's directors and officers would be contingent upon the fulfillment by Mr. Tamir of such undertakings. The Company's financial obligations toward Mr. Izhak Tamir and Mr. Eric Paneth would be converted into Series C notes, with the same rights as the financial obligations toward the holders of the Notes. In lieu of the petition filed on Feb. 18, 2014, by the representatives of the Note holders for a stay of proceedings and the appointment of Mr. Yoav Kfir as a trustee over the Company, the parties agreed that Mr. Yoav Kfir will be appointed as a member of the Board of Directors of the Company within the next two days. He will be appointed as the Chairman of the Board promptly after all the representatives of the Note holders have agreed to approve the Arrangement. If the Arrangement is not approved by June 5, 2014, the Board of Directors will be permitted to remove Mr. Kfir. Upon the joint request of the parties, the Tel Aviv District Court appointed Mr. Shay Nissan as the expert to opine on the terms of the Arrangement, as contemplated by Section 350 of the Israeli Companies Law. The expert is expected to submit his opinion in two weeks, following which meetings of the Note holders would be convened to vote on the Arrangement. Under applicable law, an arrangement requires various approvals, including various stakeholders of the Company, the Tel Aviv District Court and the Tel Aviv Stock Exchange. About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. Orckit disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.44 million in total assets, $24.03 million in total liabilities and a $11.59 million total capital deficiency. Kesselman & Kesselman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. OVERSEAS SHIPHOLDING: U.S. Names 3 to Equity Holders' Committee --------------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that she has appointed three members to an official committee of equity security holders in the Chapter 11 cases of Overseas Shipholding Group Inc., and its debtor affiliates. The Committee members are: (1) Cyrus Opportunities Fund II, LP c/o Cyrus Capital Partners, LP Attn: Joseph Kronsberg 399 Park Avenue, #3900 New York, NY 10022 Phone: 212-380-5800 Fax: 212-380-5844 (2) Caxton International, Limited c/o Caxton Associates, LP Attn: Anna Stavreska and Ajay Mehra 500 Park Avenue, 10th Floor New York, NY 10022 Phone: 212-418-3776 and 212-418-8324 Fax: 212-593-3614-0336 (3) Andrew Swanston 25 East Churchill Street Baltimore, MD 21230 Phone: 410-244-8541 Fax: 410-244-8541 Jeffrey M. Schlerf, Esq. -- jschlerf@foxrothschild.com -- John H. Strock, Esq. -- jstrock@foxrothschild.com -- and L. John Bird, Esq. -- lbird@foxrothschild.com -- at FOX ROTHSCHILD LLP, in Wilmington, Delaware; and Steven D. Pohl, Esq. -- spohl@brownrudnick.com -- James W. Stoll, Esq. -- jstoll@brownrudnick.com -- Jesse N. Garfinkle, Esq. -- jgarfinkle@brownrudnick.com -- at BROWN RUDNICK LLP, in Boston, Massachusetts, filed a notice of appearance as proposed counsel for the Official Committee of Equity Security Holders. 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: Shareholders Signal Restructuring Battle -------------------------------------------------------------- Jacqueline Palank, writing for The Wall Street Journal, reported that a newly formed shareholder group is ready to rumble in Overseas Shipholding Group Inc.'s bankruptcy, arguing in its first court appearance that the shipping company's restructuring deal doesn't offer enough value to equity and is the product of "flawed" negotiations. According to the report, the official committee of Overseas Shipholding's equity holders said it needs time to investigate a deal that locks in the company's lenders to a restructuring that would see the lenders own nearly all of the company and pay creditors in full while leaving existing shareholders roughly $60 million in stock and warrants. Shareholder committee attorney Steven Pohl told Judge Peter Walsh that shareholders believe there's "a whole lot more value" for equity than what the plan currently proposes, the report related. He accused the company and its lenders of pushing a restructuring strategy that ignores shareholders' interests. "You don't get to do that in a solvent case. In a solvent case you owe fiduciary duties to your shareholders," said Mr. Pohl, of Brown Rudnick LLP, the report cited. "Here, that got checked at the door." Luke Barefoot of Cleary Gottlieb Steen & Hamilton LLP, who is representing Overseas Shipholding, countered that the company worked with all of its stakeholders, including equity, in crafting a restructuring plan that provides compensation to all, a rare result in bankruptcy, the report further related. Cyrus Opportunities Fund II, LP, Caxton International, Limited, and Andrew Swanston, were appointed members to an official committee of equity security holders. Jeffrey M. Schlerf, Esq., John H. Strock, Esq., and L. John Bird, Esq., at FOX ROTHSCHILD LLP, in Wilmington, Delaware; and Steven D. Pohl, Esq., James W. Stoll, Esq., and Jesse N. Garfinkle, Esq., at BROWN RUDNICK LLP, in Boston, Massachusetts, filed a notice of appearance as proposed counsel for the Equity Committee. 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: Hires Heidrick as Board Search Advisor ------------------------------------------------------------ Overseas Shipholding Group, Inc. and its debtor-affiliates ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Heidrick & Struggles International, Inc. as board search advisor, nunc pro tunc to Feb. 24, 2014. Heidrick & Struggles will provide these services: (a) Stakeholder Survey; - can be conducted in-person or by phone - prioritize "categories" of candidate (Chairman, Audit, Shipping, etc.) - focuses on gathering hard and soft skills required for Directors - gives a deeper understanding of ideal candidates for the culture of the board - develops an understanding of the company's future Strategy (b) Position Specification Development; - guides research and entry into the market; "marketing piece" (c) Research and Identification; - comprehensive, global market scan to identify the best- qualified candidates - presentation of summary backgrounds, including: Employment history, Education, and Current public Directorships - includes candidates recommended by other stakeholders in the process (d) Prioritizing the Slate; - review of the priority candidate list "per category" (Chair, Audit etc.) with the client - priority candidates are contacted to evaluate their interest level and assess further qualifications - initially Assess I Discuss "fit" with board, future strategy, etc. - screening conducted for potential conflicts of interest or other limitations on candidates' ability to serve (e) Candidate Interviews; - interviews (ideally face to face) between our team and each candidate - both hard and soft skills evaluated during interviews - after interviews, we produce in-depth candidate presentations and assessments (f) Client Interviews; and - candidates deemed to be qualified through interviews with our team are introduced - assist in scheduling candidate interviews with the appropriate parties involved (g) Closing - once the board is ready to move forward with an offer, we conduct formal references - formal background checks and other services may be provided at your request Heidrick & Struggles' fee will be: -- $520,000 (the "Engagement Fee") for the Board search, which amount will be payable in three installments. The Engagement Fee includes the recruitment of a board chair, audit committee chair and up to three non-executive directors; -- The Engagement Fee will be invoiced in three equal installments: $173,333.34 on the date of approval of this Engagement Letter by the Court (the "Effective Date"), $173,333.33 on May 15, 2014, and $173,333.33 on June 30, 2014, without the need for further application or Court Approval; -- Should the Debtors recruit additional directors whom Heidrick & Struggles presented to the Debtors (more than five per Board) from this engagement, Heidrick & Struggles' fee will be $75,000 (in addition to the Engagement Fee) for each additional director recruited beyond the initial five for the Board; -- Should the Debtors meet and employ any full-time executives (non-Board positions) due to Heidrick & Struggles' efforts, Heidrick & Struggles will be compensated at its standard one-third of the first year's projected total salary/bonus compensation of each candidate employed, as described in a letter of employment. Projected total salary/bonus compensation includes base salary, target and sign-on bonuses; -- Heidrick & Struggles will be reimbursed for direct expenses. Direct expenses are reasonable, out-of-pocket and documented costs associated with the interviewing and selection process and with visits to the client location. Monthly applications will be filed for reimbursement of these direct expenses; -- Heidrick & Struggles will file monthly applications for the payment of any additional fees and expenses. Heidrick & Struggles will not be reimbursed for any indirect expenses. Matthew C. Aiello, partner of Heidrick & Struggles, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware was slated to hold a hearing on the motion on Mar. 20, 2014, at 9:30 a.m. Objections were due Mar. 13, 2014. Heidrick & Struggles can be reached at: Matthew C. Aiello 2001 Pennsylvania Avenue NW, Ste. 800 Washington, DC 20006-1821 Tel: +1 (202) 331-4900 Fax: +1 202 3314937 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: Bankr. Judge Abstains From Proskauer Suit --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Proskauer Rose LLP, the law firm that once gave tax advice to Overseas Shipholding Group Inc., succeeded in persuading the bankruptcy court not to preside over the shipping line's legal malpractice suit. According to the report, OSG, one of the world's largest publicly owned transporters of crude oil and petroleum products, filed the lawsuit in November, contending Proskauer's faulty advice led to hundreds of millions of dollars in unnecessary tax liability as the consequence of an improperly structured credit agreement. The firm moved to dismiss the suit, saying it was based on an "irresponsible complaint replete with half-truths and material omissions," the report said. Rather than untangle the legal and factual arguments, U.S. Bankruptcy Judge Peter J. Walsh in Delaware simply decided not to hear the suit, a process known as abstention, the report related. Mr. Rochelle explained that bankruptcy law allows a court to abstain if the dispute involves state law. By abstaining, the bankruptcy court never decides who is or isn't liable. Typically, abstention means the plaintiff must refile the suit in another court where there is jurisdiction. By abstaining rather than granting the motion to dismiss, Judge Walsh prevented OSG from appealing, because a decision to abstain isn't appealable under Section 1334 of the U.S. Judiciary Code, which governs abstention, among other things. The Bloomberg report said stock rose 27 cents to $5.97 on Feb. 4 in over-the-counter trading. The $300 million in 8.125 percent senior unsecured notes due 2018, to be reinstated under the plan, traded at 2:08 p.m. on Feb. 4 for 117.125 cents on the dollar, according to Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. They were worth about par in November and sold for as little as 18.75 cents on the day of bankruptcy. 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. PHI GROUP: Incurs $134,000 Loss in March 31 2012 Quarter -------------------------------------------------------- PHI Group Inc. filed with the U.S. Securities and Exchange Commission on Feb. 12, 2014, its quarterly report on Form 10-Q for the period ended March 31, 2012. The late-filed Form 10-Q shows net loss of $134,218 on $180,000 of consulting and advisory fee income for the three months ended March 31, 2012, as compared with a net loss of $284,281 on $6,000 of consulting and advisory fee income for the three months ended March 31, 2011. For the nine months ended March 31, 2012, the Company reported a net loss of $324,282 on $570,000 of consulting and advisory fee income as compared with a net loss of $658,047 on $359,317 of consulting and advisory fee income for the same period in 2011. As of March 31, 2012, the Company had $2.49 million in total assets, $10.19 million in total liabilities, and a $7.70 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/21JTf8 About PHI Group Huntington Beach, Cal.-based PHI Group, Inc., through its wholly owned and majority-owned subsidiaries, is engaged in a number of business activities, the scope of which includes consulting and merger and acquisition advisory services, real estate and hospitality development, mining, natural resources, energy, and investing in special situations. The Company invests in various business opportunities within its chosen scope of business, provides financial consultancy and M&A advisory services to U.S. and foreign companies, and acquires selective target companies under special situations to create additional long-term value for its shareholders. In its auditors' report accompanying the consolidated financial statements for the fiscal year ended June 30, 2011, Dave Banerjee CPA, in Woodland Hills, Cal., expressed substantial doubt about PHI Group's ability to continue as a going concern. The independent auditors noted that the Company has accumulated deficit of $28,177,788 and net loss amounting $1,178,297 for the year ended June 30, 2011. The Company reported a net loss of $1.2 million for the fiscal year ended June 30, 2011, compared with a net loss of $3.6 million for the fiscal year ended June 30, 2010. PLANDAI BIOTECHNOLOGY: Incurs $3.3-Mil. Net Loss in Dec. 31 Qtr. ---------------------------------------------------------------- Plandai Biotechnology, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.32 million on $13,187 of revenues for the three months ended Dec. 31, 2013, as compared with a net loss of $442,735 on $113,816 of revenues for the same period in 2012. For the six months ended Dec. 31, 2013, the Company reported a net loss of $4.04 million on $240,002 of revenues as compared with a net loss of $927,062 on $249,903 of revenues for the six months ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $8.73 million in total assets, $14.42 million in total liabilities and a $5.69 million deficit allocated to the Company. A copy of the Form 10-Q is available for free at: http://is.gd/JYbPZZ About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai incurred a net loss of $2.96 million on $359,143 of revenues for the year ended June 30, 2013, as compared with a net loss of $3.83 million on $74,452 of revenues during the prior fiscal year. As reported by the TCR on Feb. 4, 2014, Terry L. Johnson, CPA, replaced Patrick Rodgers, CPA, P.A., as the Company's independent accountant. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, 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 incurred losses since inception, has a negative working capital balance at June 30, 2013, and has a retained deficit, which raises substantial doubt about its ability to continue as a going concern. PLEXTRONICS INC: Has Court Authority to Sell Assets to Solvay ------------------------------------------------------------- Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized Plextronics, Inc., to sell substantially all of its assets to Solvay America, Inc., the company's largest shareholder and primary lender, for $32.6 million, which consists of $8.5 million in cash and $24.1 million in secured debt. The Debtors did not receive any competing bids so an auction for the assets was cancelled. Judge Carey thumbed down objections that have not been withdrawn, waived, resolved, or otherwise settled as announced to the Court at the sale hearing or by stipulation filed with the Court, including the objection raised by the United States Government, on behalf of its agencies, the National Institute of Standards and Technology, an operating unit of the Department of Commerce, and the Department of Energy. The U.S. Government complained that the Motion because it contains provisions which are extremely prejudicial to the rights of the government. About Plextronics Inc. Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. -- http://www.plextronics.com-- specializes in conductive polymers and printable formulations that enable advanced electronic devices. The company's develops customized inks to enhance the performance of organic light emitting diodes (OLEDs) for next generation displays and lighting applications, lithium ion batteries, polymer metal capacitors, and emerging organic electronic devices. The privately held company was founded in 2002 as a spinout from Carnegie Mellon University based upon conductive polymer technology developed by Dr. Richard McCullough. Plextronics, Inc. on Jan. 16, 2014, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10080) with plans to sell its assets to Solvay America, Inc., absent higher and better offers. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. Campbell & Levine, LLC in Pittsburgh is serving as the Plextronics' legal advisors. New York-based Cowen and Company, LLC is serving as its investment banker. PLEXTRONICS INC: Has Authority to Employ Marbury as IP Counsel -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Plextronics, Inc., to employ Marbury Law Group as special counsel for intellectual property matters, nunc pro tunc to the Petition Date. The Debtor holds approximately 280 patents and pending patent applications representing approximately 50 unique families of investors owned or controlled worldwide. Marbury has provided similar services to the Debtor in the past, and the Debtor values Marbury's professional skills with respect to matters of intellectual property law. J. Steven Rutt, Esq., a partner at Marbury, tells the Court that although Marbury was retained by the Debtor on Aug. 20, 2013, to represent it in connection with its intellectual property needs, including patent prosecution, counseling and contract review, he first began working with the Debtor over nine years ago, while he was still with the firm Foley & Lardner, LLP. About Plextronics Inc. Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. -- http://www.plextronics.com-- specializes in conductive polymers and printable formulations that enable advanced electronic devices. The company's develops customized inks to enhance the performance of organic light emitting diodes (OLEDs) for next generation displays and lighting applications, lithium ion batteries, polymer metal capacitors, and emerging organic electronic devices. The privately held company was founded in 2002 as a spinout from Carnegie Mellon University based upon conductive polymer technology developed by Dr. Richard McCullough. Plextronics, Inc. on Jan. 16, 2014, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10080) with plans to sell its assets to Solvay America, Inc., absent higher and better offers. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. Campbell & Levine, LLC in Pittsburgh is serving as the Plextronics' legal advisors. New York-based Cowen and Company, LLC is serving as its investment banker. PLEXTRONICS INC: Can Hire Cowen and Company as Investment Banker ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Plextronics, Inc., to employ Cowen and Company, LLC, as investment banker, nunc pro tunc to the Petition Date. The Debtor agreed to pay Cowen these fees: 1. Sale Transaction Fee If a Sale Transaction is consummated, or a definitive agreement with respect to a Sale Transaction is executed or the Bankruptcy Court enters an order approving the confirmation of any Sale Transaction, during the term of this Amended Agreement or during the Residual Period, Cowen will be paid a Sale Transaction Fee, payable in U.S. dollars from the proceeds of the Sale Transaction, at the closing of a Sale Transaction equal to either (i) if the Purchaser is any person other than Solvay North America, LLC and its affiliates, the Sale Transaction Fee will be 2% of the Aggregate Consideration or (ii) if the Purchaser is Solvay, the Transaction Fee will be 1.25% of the Aggregate Consideration up to a maximum of $ 1.4 million. 2. Expenses Whether or not a Sale Transaction is consummated, the Debtor agrees to reimburse Cowen for all of Cowen's necessary and reasonable out-of-pocket expenses incurred in connection with the subject matter of the engagement up to $15,000. In the event that Cowen exceeds the Cap for work related to the process, Cowen will notify the Company and request an increase to the Cap which will not be unreasonably withheld. About Plextronics Inc. Headquartered in Pittsburgh, Pennsylvania, Plextronics, Inc. -- http://www.plextronics.com-- specializes in conductive polymers and printable formulations that enable advanced electronic devices. The company's develops customized inks to enhance the performance of organic light emitting diodes (OLEDs) for next generation displays and lighting applications, lithium ion batteries, polymer metal capacitors, and emerging organic electronic devices. The privately held company was founded in 2002 as a spinout from Carnegie Mellon University based upon conductive polymer technology developed by Dr. Richard McCullough. Plextronics, Inc. on Jan. 16, 2014, filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10080) with plans to sell its assets to Solvay America, Inc., absent higher and better offers. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. Campbell & Levine, LLC in Pittsburgh is serving as the Plextronics' legal advisors. New York-based Cowen and Company, LLC is serving as its investment banker. PRIME TIME INT'L: Seeks Approval of First Day Motions ----------------------------------------------------- Prime Time International Company and two subsidiaries have sought bankruptcy protection amid ongoing litigation with the U.S. Department of Agriculture over how its products are taxed and after JPMorgan Chase Bank, N.A., refused to refinance its debt. The company immediately filed various motions, including requests: -- for joint administration of the Chapter 11 cases. -- to extend the deadline to file their schedules of assets and liabilities. -- to maintain their existing bank accounts -- to use cash collateral. -- to pay prepetition wages to 73 employees. -- to maintain customer programs, of which $65,000 is unpaid under a rebates program and $70,000 is unpaid under a pre-payment program. -- to pay prepetition sales and use taxes, of which $350,000 in excise taxes, use taxes and franchise taxes are unpaid as of the Petition Date. -- to prohibit utilities from discontinuing service (monthly cost for utility services is approximately $30,000). -- to maintain insurance policies. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The meeting of creditors is slated for April 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME INT'L: Asks for Approval to Use Cash Collateral ---------------------------------------------------------- Prime Time International Company and two subsidiaries ask the bankruptcy court for approval to use cash collateral. On the Petition Date, the Debtors owed $3,503,704 as a result of loans provided by JPMorgan Chase Bank, N.A. The Debtors say that the availability of sufficient working capital, liquidity, and other financial accommodations are vital to their ability to continue their operations. The Debtors say they do not have sufficient available sources of working capital and financing to carry on the normal course operation of their businesses without use of the cash collateral. Chase will be granted adequate protection in the form of (1) payments in cash of all interest due at the contractual non- default rate, and (2) replacement lien on assets acquired by the Debtors after the Petition Date. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The meeting of creditors is slated for April 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME INT'L: Proposes Greenberg Traurig as Counsel ------------------------------------------------------- Prime Time International Company and two subsidiaries ask for approval to hire the law firm of Greenberg Traurig, LLP, as counsel to the Debtors, nunc pro tunc as of the Petition Date. David D. Cleary, a shareholder at the firm, attests that Greenberg Traurig (a) does not hold or represent any interest adverse to the Debtors or their chapter 11 estates, their creditors, or any other party-in-interest in connection with the Chapter 11 cases, and (b) is a "disinterested person" as that term is defined in section 101(14) of the Bankruptcy Code. Greenberg Traurig has advised the Debtors that the current hourly rates applicable to the principal attorneys and paralegals proposed to represent the Debtors are $535 to $290: Professional Rate Per Hour ------------ ------------- David Cleary $535 Matthew Hinker $450 Doreen Cusumano (Paralegal) $290 Other attorneys and paralegals will render services to the Debtors as needed. Generally Other attorneys and paralegals will render services to the Debtors as needed. Generally, reenberg Traurig's hourly rates are in these ranges: Professional Rate Per Hour ------------ ------------- Shareholders $270 to $1,150 Of Counsel $350 to $1,115 Associates $150 to $735 Legal Assistants/Paralegals $95 to $360 Mr. Cleary, Mr. Hinker and Ms. Cusumano have discounted their rates for the Debtors. Mr. Cleary's standard hourly rate is $595; Mr. Hinker's standard hourly rate is $560; Ms. Cusumano's standard hourly rate is $345. Within the 90 days prior to the Petition Date, Greenberg Traurig received from the Debtors various advance payment retainers totaling $200,000, of which $81,850, was applied prior to the Petition Date in satisfaction of fees and expenses incurred by Greenberg Traurig on behalf of the Debtors. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The meeting of creditors is slated for April 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME INT'L: Taps Odyssey Capital as Financial Advisor ----------------------------------------------------------- Prime Time International Company and two subsidiaries ask for approval to hire Odyssey Capital Group, LLC, as financial advisor, nunc pro tunc as of the Petition Date. Odyssey will advise the Debtors in a variety of matters, including, as reasonably requested: a. to the extent feasible, familiarize itself with the business, operations, properties, financial condition, secured and unsecured debt, and prospects of the Company; b. review and analyze the business plans and financial projections prepared by the Company, including, but not limited to, testing assumptions and comparing those assumptions to historical Company and industry trends; and c. review and analyze the Company's liquidity position and assist management in identifying areas of improvement and means to preserve the Company's liquidity. Odyssey's compensation for services rendered under the engagement letter will consist of hourly fees, the initial maximum fee, or the maximum fee: a. The fees payable to Odyssey are charged at these rates: i. Managing Directors - $525 per hour; ii. Directors - $395 per hour; and iii. Associates - $295 per hour b. In the event the hourly fees exceed $50,000 per month during the first two calendar months, Odyssey will charge a fee of $50,000 in lieu of the hourly fees. c. In the event the hourly fees exceed $30,000 per month after the initial maximum fee period has expired, Odyssey shall charge a fee of $30,000 in lieu of the hourly fees. d. In the event the hourly fees for the month exceed (i) the initial maximum fee during the initial maximum fee period or (ii) the maximum fee after the initial maximum fee period has expired, Odyssey will have the right to apply the excess hourly fees to the next invoice, provided that the total invoice will never exceed the initial maximum fee or the maximum fee. e. In addition to any fees payable by the Company to Odyssey, the company will reimburse Odyssey on a monthly basis for its reasonable travel and other out-of-pocket expenses. f. The Company agrees to remit payment equal to (a) the reimbursements plus (b) the lesser of (i) hourly fees, (ii) the initial maximum fee, or (iii) the maximum fee within 15 days of the end of the calendar month. Matt Foster, director of the firm, attests that Odyssey is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The meeting of creditors is slated for April 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PROVIDENT COMMUNITY: To Be Acquired by Park Sterling for $6.5MM --------------------------------------------------------------- Park Sterling Corporation, the holding company for Park Sterling Bank, and Provident Community Bancshares, Inc., the holding company for Provident Community Bank, N.A., signed a definitive merger agreement under which Park Sterling will acquire Provident Community for a total transaction value of approximately $6.5 million. Merger consideration will include: (i) $0.78 per share, or approximately $1.4 million, in cash to common stockholders for all of the outstanding common stock, and (ii) $550 per share, or approximately $5.1 million, in cash to the United States Department of the Treasury for all of the outstanding Fixed Rate Cumulative Perpetual Preferred Stock, Series A. The purchase price for the Series A Preferred Stock represents a 45 percent, or $4.2 million, discount from its face value of $1,000 per share. Upon completion of the transaction, the combined company will have approximately $2.3 billion in total assets, $1.9 billion in total deposits, $1.4 billion in total loans, and a network of 54 offices in the Carolinas, Virginia and North Georgia. The merger will strengthen Park Sterling's position as the largest community bank in the Charlotte-Concord-Gastonia MSA, which includes Rock Hill, Provident Community's home market, according to the most recently available deposit market share data, with pro forma growth from 17 to 20 branches and from $876 million to $929 million in total deposits (source: SNL Financial; June 30, 2013). The merger agreement has been unanimously approved by the board of directors of each company. Closing of the transaction, which is expected to occur in the second quarter of 2014, is subject to customary conditions, including approval by Provident Community's common stockholders, completion of the purchase of the Series A Preferred Stock from Treasury and receipt of regulatory approval. At closing, Provident Community will merge with and into Park Sterling and, as soon as practicable following the closing, it is anticipated that Provident Community Bank, N.A. will merge with and into Park Sterling Bank. "Our proposed merger with Provident Community advances our vision to create a regional community bank in the Carolinas and Virginia and strengthens our leading position in the attractive Charlotte metro market. Additionally, the partnership improves our branch density in South Carolina's Upstate and Midlands regions, provides an attractive source of core deposits to help fund organic loan growth, and creates efficiencies which offer an attractive financial return to shareholders," said James C. Cherry, chief executive officer of Park Sterling. "Each of these outcomes is desirable individually. Together, they create a very compelling transaction. We are pleased to partner with Dwight Neese and his team at Provident Community and look forward to working together to continue serving their customers and communities." Dwight V. Neese, president and chief executive officer of Provident Community, who will remain at the combined company as a senior market executive, commented, "We are excited to enter into this partnership with Park Sterling and welcome the opportunity to help bring the combined company's strong balance sheet and broad array of products and service offerings to our customers." Keefe, Bruyette & Woods, Inc. served as financial advisor to Park Sterling, and Sandler O'Neill + Partners, L.P. served as financial advisor to Provident Community. McGuireWoods LLP served as outside legal counsel to Park Sterling, while Kilpatrick Townsend & Stockton LLP served as outside legal counsel to Provident Community. A copy of the Agreement and Plan of Merger is available at: http://is.gd/Wm8jtG Additional information is available for free at: http://is.gd/5AzFNl About Provident Community Rock Hill, South Carolina-based Provident Community Bancshares, Inc., is the bank holding company for Provident Community Bank, N.A. Provident Community Bancshares has no material assets or liabilities other than its investment in the Bank. Provident Community Bancshares' business activity primarily consists of directing the activities of the Bank. The Bank's operations are conducted through its main office in Rock Hill, South Carolina and seven full-service banking centers, all of which are located in the upstate area of South Carolina. The Bank is regulated by the Office of the Comptroller of the Currency, is a member of the Federal Home Loan Bank of Atlanta and its deposits are insured up to applicable limits by the Federal Deposit Insurance Corporation. Provident Community Bancshares is subject to regulation by the Federal Reserve Board. Provident Community incurred a net loss to common shareholders of $598,000 in 2012, a net loss to common shareholders of $665,000 in 2011 and a net loss to common shareholders of $14.28 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $332.63 million in total assets, $329.61 million in total liabilities and $3.02 million in total shareholders' equity. Consent Order On Dec. 21, 2010, Provident Community Bank, N.A. entered into a stipulation and consent to the issuance of a consent order with the Office of the Comptroller of the Currency. At Dec. 31, 2011, the Bank met each of the capital requirements required by regulations, but was not in compliance with the capital requirements imposed by the OCC in its Consent order. The Bank is required by the consent order to maintain Tier 1 capital at least equal to 8% of adjusted total assets and total capital of at least 12% of risk-weighted assets. However, so long as the Bank is subject to the enforcement action executed with the OCC on Dec. 21, 2010, it will not be deemed to be well-capitalized even if it maintains the minimum capital ratios to be well- capitalized. At Dec. 31, 2011, the Bank did not meet the higher capital requirements required by the consent order and is evaluating alternatives to increase capital. At December 31, 2012, the Bank met each of the capital requirements required by regulations, but was not in compliance with the capital requirements imposed by the OCC in its Consent order. PUERTO RICO: Restructuring Bill Creates Divide ---------------------------------------------- Lisa Allen, writing for The Deal, reported that the president and vice president of Puerto Rico's Senate Treasury and Public Finance Committee have filed a bill to create a process for restructuring the commonwealth's public corporations, but the island's Treasury Department and federal banking arm have distanced themselves from the effort. According to the report, trading in the bonds of Puerto Rico Electric Power Authority, or PREPA, a public power corporation with $8.8 billion in outstanding debt, suggests that the lack of consensus about the legislation within the commonwealth's government is causing some investor jitters. "There were a lot of PREPA bonds that were out for the bid" on March 14, according to Jon Schotz, a managing partner at Kayne Saybrook Municipal Opportunity Funds, the report cited. "The bill created uncertainty for PREPA holders." Meanwhile, in a report, municipal credit research firm Municipal Market Advisors mentioned that the authority's bonds traded for 70 cents or so on the dollar on March 14 and noted, "PREPA is the most obvious target within the bill's rhetoric," the report related. QUANTUM FOODS: Asset Purchase Agreement Gets Court Approval ----------------------------------------------------------- Quantum Foods, LLC on March 19 disclosed that it has received bankruptcy court approval of its entry into a fully-executed Asset Purchase Agreement with Raging Bull Acquisition Company LLC. The approved agreement provides for a substantial increase in the value paid for the business of at least $6.5 million over the previous stalking horse terms. Raging Bull, a subsidiary of funds managed by Oaktree Capital Management L.P., whose portfolio of companies also includes AdvancePierre Foods, Inc., agreed to a cash purchase price of $54 million and the assumption of up to $30.3 million in liabilities. Closing of the sale is scheduled for April 23, 2014. As part of the planned sale process through Chapter 11, the company will continue to solicit additional competing offers for Quantum Foods to ensure it achieves the highest and best offer for its business. The auction will take place on April 17, 2014, with court approval scheduled on April 21, 2014 and closing set for April 23, 2014. In addition, a secured commitment for $60 million in debtor-in- possession (DIP) financing was approved from its current lending group led by Crystal Financial LLC to fund its ongoing operations. Quantum Foods filed a voluntary Chapter 11 petition in the District of Delaware on February 18, 2014 to obtain the essential financing necessary to preserve continuity, to the greatest extent possible, for its customers, employees and business partners. With DIP financing approval, the company will continue purchasing goods and services from its suppliers and to pay suppliers in the normal course for all goods and services delivered on or after the February 18, 2014 bankruptcy filings. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Information about the Company's Chapter 11 case can be accessed at http://www.bmcgroup.com/restructuring About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Winston & Strawn, City Capital Advisors, LLC and FTI Consulting, Inc. Young, Conaway, Stargatt & Taylor, LLP, is the local counsel. City Capital Advisors is the investment banker. BMC Group is the claims and notice agent. QUIZNOS: Reorg Sees Lawsuit Over 2012 Recap Misrepresentations -------------------------------------------------------------- Alan Zimmerman, writing for Forbes, reported that Quiznos' proposed reorganization plan filed with the bankruptcy court in Wilmington, Del., provides for holders of claims under the company's first-lien credit facility to receive pro rata shares of an amended $200 million first-lien credit facility and 100% of the reorganized company's equity, subject to dilution. The first-lien credit facility has $444.7 million outstanding, according to court filings, the report related. The amended $200 million term facility would have a five-year term, and carry interest at 15% for the first 18 months, in-kind, and 10% thereafter, in cash, according to a proposed term sheet filed with the bankruptcy court. Second-lien debt of $173.8 million is treated as unsecured debt under the plan, with holders entitled to share in the proceeds of litigation against certain of the company's prior managers, directors, and owners, arising out of the company's 2012 restructuring, the report further related. Second-lien holders would have the right to opt for an equity recovery as opposed to litigation proceeds. According to the company's proposed disclosure statement, the two largest holders of the second-lien debt are Avenue Capital and Fortress Capital, who acquired their stakes in the 2012 restructuring, the report said. Both are key players in the planned litigation. Under the company's proposed reorganization plan, a group of first-lien lenders who are parties to a plan-support agreement would provide the company with a $15 million DIP, with a 120-day term and bearing interest at 15% per annum, to fund operations during the Chapter 11 case, the report added. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Quiznos will be in and out of Chapter 11 reorganization within six weeks if the franchisor of some 2,100 sandwich stores can adhere to the schedule laid down on March 17 by the U.S. Bankruptcy Court in Delaware. U.S. Bankruptcy Judge Peter Walsh scheduled a dual-purpose hearing on April 25 for Quiznos to complete the reorganization, Mr. Rochelle said. During that hearing, Judge Walsh will determine whether disclosure materials used before bankruptcy contained adequate information so creditors could vote intelligently, Mr. Rochelle said. Then, Judge Walsh will decide if the plan meets technical requirements of bankruptcy law and can be confirmed. Objections to the Disclosure Statement and Plan are due April 16. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. REAL TIME: Defaults on Five-Year Convertible Debentures ------------------------------------------------------- Terry Matthews, President and CEO of Real Time Measurements Inc., on March 19 disclosed that its financial statements for the years ended 2011, 2012, and 2013 have been completed and it is currently completing its 2014 financial statements for the year ended January 31, 2014. Upon completion of the 2014 statements, which is expect to occur in the second or third quarter of 2014, the Company anticipates filing all required financial statements and accompanying Management Discussions and Analyses along with other relevant material and fees as required in order to return to full trading status with the securities commissions in due course. 2008 and 2011 Debenture Updates The Company does not currently have the financial resources to payout the $830,000 in principal, plus accrued interest on the five-year convertible debentures which matured on various dates over the past 12 months. The debentures are in default for failure to pay interest to the debenture holders. The debentures, which are unsecured, bear interest at 15% per annum, payable quarterly, and mature five years from the date of issue. The debentures were issued in three tranches; 1) $230,000 on May 10, 2008, 2) $370,000 on May 30, 2008 and c) $230,000 on June 20, 2008. The debentures matured on May 9, 2013, May 29, 2013, and June 19, 2013, respectively. They are convertible, at the option of the holder, into common shares of the Company at a price of $0.15 per share. The Company also announces it will renegotiate the terms of the $500,000 Secured Debenture, which was issued pursuant to a private placement which closed on February 2, 2011, with the holders thereof. Pursuant to the terms of the Secured Debenture, all amounts owing to debenture holders became payable in one lump sum on the date of activation of the Irrevocable Letter of Credit pursuant to completion of the South Oil Company (Iraq) contract 85-07-3305 (refer to press release dated May 31, 2010 for details). The Company has been negotiating details of the final contract for several years, however management of the Company feels that a definitive agreement will never be reached. The Company is currently consulting with its legal counsel to determine if its deposits can be recovered. Next Steps The Corporation intends to commence immediate discussions with the holders of secured and unsecured debentures to amend the terms of and extend the maturity date of the debentures. The Company will also continue its efforts to raise additional equity to pay the current interest obligations, fund its operation and re-finance other outstanding obligations or to seek to enter into another transaction in order to seek to maximize value for all stakeholders. Upon completion of filing all outstanding continuous disclosure filings, the Company may consider selling all or substantially all assets and evaluating other opportunities to create value. Further details about the debt restructuring will be announced once definitive terms are reached with the debenture holders. Investors are cautioned however that there is no certainty the Company's debt will be restructured or that an arrangement will be reached with debenture holders. The Company will remain on the NEX Exchange until the Company once again meets the TSX Venture Exchange minimum listing requirements. The Company wishes to express its thanks to all shareholders for their support and patience over the past several years. Real Time Measurements is a Canadian oil and gas technology development company that designs, builds and sells equipment and provides services to oil and gas companies in various parts of the world. The company uses innovative applications of recent technological developments to solve selected oil and gas upstream measurement problems in more efficient ways. The Company's primary business activity revolves around the commercial development of premium quality sensors and data gathering systems which are used primarily in oil and gas wells. ROCK SPRINGS: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Rock Springs Mineral Processing 14-20198 12050 Bucknum Road Casper, WY 82604 Rock Springs Properties, Inc. 14-20200 12050 Bucknum Road Casper, WY 82604 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Hon. Peter J. McNiff Debtors' Counsel: Bradley T Hunsicker, Esq. WINSHIP & WINSHIP, P.C. 100 N Center, 6th Floor Casper, WY 82602 Tel: 307-234-8991 Fax: 307-234-1116 Email: brad@winshipandwinship.com Total Total Assets Liabilities ----------- ----------- Rock Springs Mineral $3.43MM $49.13MM Rock Springs Properties $0 $45.27MM The petitions were signed by Gus Blass III, acting chairman. A list of Rock Springs Mineral's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/wyb14-20198.pdf A list of Rock Springs Properties's two largest unsecured creditors is available for free at: http://bankrupt.com/misc/wyb14-20200.pdf SAN DIEGO OPERA: To Cease Operations After 2014 Season ------------------------------------------------------ The San Diego Opera (Opera) will wind down operations upon the conclusion of its final performance of the 2014 Season on April 13, according to Opera General & Artistic Director, CEO Ian D. Campbell. "After nearly 50 years as a San Diego cultural cornerstone providing world-class performances, we saw we faced an insurmountable financial hurdle going forward," Mr. Campbell explained. "We had a choice of winding down with dignity and grace, making every effort to fulfill our financial obligations, or inevitably entering bankruptcy, as have several other opera companies. "Our Board voted [Wednes]day to take the first choice. We will start winding down operations after the last performance of Don Quixote on Sunday, April 13," he added. "After that, it will take an indeterminate period of time to complete that process." Board Chair Karen S. Cohn described it as a heart-wrenching, but unavoidable decision. "After 28 consecutive years of balanced budgets, it was clear that we could not continue. In spite of excellent financial management, the Opera faced increasingly higher ticket-sale and fund-raising hurdles." The Opera, ranked among the top 10 opera companies in the nation by Opera America, and one of 13 Cornerstone Arts Organizations by the James Irving Foundation, exemplified product quality. The U-T San Diego arts writer James Chute recently wrote, "If you had to identify a single opera that embodied the values and aspirations of the San Diego Opera, you'd have to point to its exceptional production of Verdi's A Masked Ball." But both the patron base and donor base for opera companies are diminishing. San Diego Opera is not an isolated example. Other opera companies that have gone out of business include the New York City Opera, Opera Boston, Opera Cleveland, Baltimore Opera, San Antonio Opera and, closer to home, Lyric Opera San Diego and Opera Pacific in Orange County, CA. The Opera will stage one performance of Verdi's Requiem March 20, and four performances of Massenet's Don Quixote April 5, 8, 11 and 13 before ceasing operations. "Although it is a sad day for San Diego culturally, we have to thank everyone who supported us for nearly 50 years," Mr. Campbell added. "It is better to go out with dignity, on a high note with heads held high than to slip into the night, leaving creditors and community in the lurch." The Opera originated as the San Diego Opera Guild in 1950. The San Diego Opera Association was incorporated in 1965, and current General & Artistic Director, CEO Ian D. Campbell was hired from the Metropolitan Opera in 1983. SCRUB ISLAND: To File Consensual Plan by March 19 ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Scrub Island Resort, Spa & Marina in the British Virgin Islands is near agreement on a Chapter 11 plan ending disputes with secured lender FirstBank Puerto Rico, the resort's chief antagonist. According to the report, immediately after the resort's Chapter 11 filing in November, the bank sought dismissal. Owed about $120 million, the bank failed and found itself saddled with an injunction barring any further foreclosure efforts or litigation outside of bankruptcy court. The resort took the bank to task for proceeding with a receivership in the British Virgin Islands, the report related. Scrub Island's owner had filed under Chapter 11 in Tampa, Florida, to halt the receivership. Court papers describe "very mature" discussions with a third party who would become the majority owner, contribute cash and restructure the bank debt consensually, the report said. To maintain the status quo, Santurce, Puerto Rico-based FirstBank and the resort agreed that the bank won't sell its claim, negotiate with anyone else or continue litigation, provided the resort files a Chapter 11 plan by March 19. The bankruptcy judge has approved the so-called standstill agreement. About Scrub Island Scrub Island Development Group Ltd., the owner of a British Virgin Islands luxury resort, and its affiliate, Scrub Island Construction Limited, sought bankruptcy protection (Bankr. M.D. Fla. Case Nos. 13-15285 and 13-15286) on Nov. 19, 2013, to end a receivership Scrub Island claims was secretly put in place by its lender. The bankruptcy case is assigned to Judge Michael G. Williamson. The 230-acre resort operates as a Marriott Autograph Collection property. It has 52 rooms and suites, a spa and a 55-slip marina. Scrub Island Development Group scheduled $125,569,235 in total assets and $130,695,731 in total liabilities. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Debtors are represented by Charles A. Postler, Esq., and Harley E. Riedel, Esq., at Stichter, Riedel, Blain & Prosser, in Tampa, Florida. FirstBank Puerto Rico, the Debtor's prepetition secured lender, is represented by W. Keith Fendrick, Esq., at Holland & Knight LLP, in Tampa, Florida. The Official Committee of Unsecured Creditors appointed in Scrub Island's cases has retained Robert B. Glenn, Esq., Edwin G. Rice, Esq., and Victoria D. Critchlow, Esq., at Glenn Rasmussen, P.A., as general counsel. SEANERGY MARITIME: Has Deal to Complete Restructuring Plan ---------------------------------------------------------- Seanergy Maritime Holdings Corp. has entered into a delivery and settlement agreement with its remaining lender to unwind its final credit facility. Under this agreement, the Company will sell its four vessels to a nominee of the lender in full satisfaction of the underlying loan. The four vessels are the bulk carriers M/V Bremen Max, M/V Hamburg Max, M/V Davakis G and M/V Delos Ranger. Upon the closing of the transaction, approximately $145 million of outstanding debt and accrued interest will be discharged and the Company's guarantee will be fully released. After giving effect to the transaction, the overall indebtedness of the Seanergy group of companies will be extinguished. The agreement is subject to the standard closing process for the sale of the vessels and is expected to close by the end of the first quarter. The Company further announced that the Nasdaq Hearings Panel has granted the Company's request for continued listing on the Nasdaq Stock Market through April 28, 2014, to allow it to regain compliance with the Nasdaq minimum shareholders' equity requirement. Seanergy is evaluating available options to resolve the deficiency and regain compliance in accordance with the Nasdaq's requirement. Stamatis Tsantanis, the Company's chief executive officer, stated: "We are very pleased to have reached agreement with our final lender to complete our financial restructuring plan after a long and demanding process. Since the beginning of 2012, in a challenging market environment, we have managed to extinguish $346 million of debt and completely transforming our balance sheet. We expect that the Company will be in a substantially stronger position to pursue future growth through accretive transactions. Turning to the Company's listing with Nasdaq, we are pleased to announce that we were granted an approval for continued listing on the Nasdaq Stock Market until April 28, 2014. By that time we expect to be in position to meet Nasdaq's requirements and remain listed in order to proceed with our plan to grow the Company." About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. In its audit report on the consolidated financial statements for the year ended Dec. 31, 2012, Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, expressed substantial doubt about Seanergy Maritime's ability to continue as a going concern. The independent auditors noted that the Company has not complied with the principal and interest repayment schedule and with certain covenants of its loan agreements, which in turn gives the lenders the right to call the debt. "In addition, the Company has a working capital deficit, recurring losses from operations, accumulated deficit and inability to generate sufficient cash flow to meet its obligations and sustain its operations." The Company reported a net loss of US$193.8 million on US$55.6 million of net vessel revenue in 2012, compared with a net loss of US$197.8 million on US$104.1 million of net vessel revenue in 2011. The Company's balance sheet at June 30, 2013, showed $78.70 million in total assets, $194.01 million in total liabilities and a $115.31 million total deficit. SECUREALERT INC: Safety Invest Stake at 19.3% as of Feb. 5 ---------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Safety Invest S.A. acting in the name and on behalf of its compartment "Secure I" disclosed that as of Feb. 5, 2014, it beneficially owned 1,890,697 shares of common stock of SecureAlert Inc. representing 19.3 percent of the shares outstanding. A copy of the regulatory filing is available for free at: http://is.gd/u5IjDa 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. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.95 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.93 million for the fiscal year ended Sept. 30, 2012. As of Dec. 31, 2013, the Company had $28.57 million in total assets, $5.72 million in total liabilities and $22.84 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. SOLAR POWER: SPI Solar and KDC Solar Jointly Owns Mountain Creek ---------------------------------------------------------------- SPI Solar ("SPI")(Solar Power Inc.) and KDC Solar have agreed to jointly develop and own the Mountain Creek solar project in Vernon , New Jersey. The agreement, which also entails project administration requirements, enables both companies to move forward in completing the project, which calls for the design, development and build-out of multiple solar energy facilities at the Mountain Creek Resort in Vernon, New Jersey. "The solar industry has adapted to changing demand and financing conditions, and SPI Solar is working on developing a strategy to evolve its business model in further downstream control with our long-term partner, KDC Solar," said Charlotte Xi, president and global chief operating officer and interim chief financial officer. "We are excited to continue to partner with SPI Solar on this important project," said Alan Epstein, president and chief operating officer of KDC Solar. "KDC Solar and SPI have enjoyed a solid working relationship while navigating changing conditions within our industry, and we look forward to examining other joint projects where we may be able to leverage each other's strengths in capturing additional opportunities in the solar market." In addition, both companies have also agreed to execute a project administration agreement covering the performance of services for the Mountain Creek project by SPI. On Dec. 26, 2013, Solar Power entered into an Exchange and Release Agreement with KDC Solar Mountain Creek Parent LLC and KDC Solar B LLC. Under the Agreement, the Company agreed to exchange a credit balance of $15,035,693 due to the Company from KDC Solar and KDC Solar B under the Engineering, Procurement and Construction Agreement for construction of a 4.55MW photovoltaic solar electricity power project located in Mountain Creek, New Jersey for a 64.50 percent ownership interest in KDC Solar. Under the Second Amended and Restated Operating Agreement for KDC Solar dated Feb. 18, 2014, KDC Solar B, as managing member of KDC Solar, will cause KDC Solar to make distributions to its members in accordance with each member's ownership interest until Dec. 31, 2028. Commencing Jan. 1, 2029, 99 percent of all distributions made by KDC Solar will be distributed to the Company. In connection with the exchange, the Company agreed to release KDC Solar and KDC Solar B with respect to any obligations owed to the Company under the EPC Agreement. In addition, upon the closing of a term debt facility for the Project, the parties agreed to enter into a Project Management Agreement whereby the Company will manage the Project for a fee of $1,000,000 which is payable upon closing of the term debt facility. Finally, pursuant to the Agreement, KDC Solar and KDC Solar B paid the Company $782,000 for the final payment due under the Engineering, Procurement and Construction Agreement for the Middlesex project, located in North Brunswick, New Jersey. About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power disclosed a net loss of $25.42 million in 2012, as compared with net income of $1.60 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $132.92 million in total assets, $119.71 million in total liabilities and $13.20 million in total stockholders' equity. Crowe Horwath LLP, in San Francisco, 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 incurred a current year net loss of $25.4 million, has an accumulated deficit of $23.8 million, has experienced a significant reduction in working capital, has past due related party accounts payable and material adverse change and default clauses in certain debt facilities under which the banks can declare amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd, has experienced financial difficulties, which among other items, has caused delays in project financing. These matters raise substantial doubt about the Company's ability to continue as a going concern. SORENSON COMMUNICATIONS: Disclosure & Plan Hearing on April 10 -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will hold a hearing on April 10, 2014, at 12:00 p.m. (prevailing Eastern Time), to consider the adequacy of the Disclosure Statement and the confirmation of the Joint Prepackaged Chapter 11 Plan of Reorganization filed in the Chapter 11 cases of Sorenson Communications, Inc., et al. The deadline for filing objections to the Plan or the Disclosure Statement is April 3. About Sorenson Communications Sorenson Communications, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re Sorenson Communications, Inc. Case No. 14-10454 (Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The companies provide video relay services (VRS) for people with hearing loss. Sorenson Communications has a prepackaged plan of reorganization that was reached with a substantial majority of its owners and second lien note holders. The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J. Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein, Esq., at KIRKLAND & ELLIS LLP, in Chicago, Illinois; Timothy P. Cairns, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington, Delaware; and Laura Davis Jones, Esq., at PACHULSKI STANG ZIEHL & JONES LLP, in Wilmington, Delaware. The Debtors' restructuring consultant is Alixpartners LLC. The Debtors' financial advisor and investment banker is Moelis & Company LLC. Kurtzman Carson Consultants, LLC, serves as claims and noticing agent and administrative advisor. The Debtors had assets totaling $645 million and debts totaling $1.4 billion as of Jan. 31, 2014. The petitions were signed by Scott Sorensen, chief financial officer. STELLAR BIOTECHNOLOGIES: Six Directors Elected at Annual Meeting ---------------------------------------------------------------- Stellar Biotechnologies, Inc., held its annual general and special meeting of shareholders on Feb. 13, 2014, at which all Meeting resolutions were approved. The resolutions passed at the Meeting include the following: 1. The number of directors of the Company for the pursuing year was set at six. 2. The following individuals were elected directors of the Company: Gregory T. Baxter, Tessie M. Che, David L. Hill, Daniel E. Morse, Frank R. Oakes and Mayank (Mike) Sampat. 3. D&H Group LLP, Chartered Accountants, were re-appointed as auditors of the Company. 4. The Company's advance notice policy was ratified and approved. 5. Adoption of the Company's Share Option Plan was ratified and approved, which included an increase in the maximum size from 8,750,000 Common Shares to 10,000,000 Common Shares. 6. The Company's 2014 Shareholder Rights Plan was ratified and approved. The Board of Directors appointed the following officers of the Company for the ensuing year: Frank R. Oakes President and Chief Executive Officer Herbert S. Chow Chief Technology Officer Catherine Brisson Chief Operating Officer Kathi Niffenegger Chief Financial Officer Mayank (Mike) Sampat, David L. Hill and Frank R. Oakes were re- appointed members of the Audit Committee for the ensuing year, of which Mayank (Mike) Sampat is Chair. About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies incurred a loss and comprehensive loss of $14.88 million on $545.46 million of revenues for the year ended Aug. 31, 2013, as compared with a loss and comprehensive loss of $5.19 million on $286.05 million of revenues for the year ended Aug. 31, 2012. The Company incurred a loss and comprehensive loss of $3.59 million for the year ended Aug. 31, 2011. The Company's balance sheet at Nov. 30, 2013, showed $17.44 million in total assets, $9.03 million in total liabilities and $8.40 million in total shareholders' equity. SURROUNDART MANAGEMENT: Case Summary & Top Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Surroundart Management, LLC 14-41260 63 Flushing Avenue, Unit 154 Brooklyn, NY 11205 Surroundart LLC 14-41261 63 Flushing Avenue, Unit 154 Brooklyn, NY 11205 Surroundart Storage LLC 14-41262 63 Flushing Avenue, Unit 154 Brooklyn, NY 11205 Type of Business: A full service fine arts company specializing in exhibition design, fabrication, mount making, art installation, packing, crating, shipping and storage. Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Eastern District of New York (Brooklyn) Judge: Hon. Carla E. Craig Debtors' Counsel: Arnold Mitchell Greene, Esq. ROBINSON BROG LEINWAND GREENE GENOVESE & GLUCK P.C. 875 Third Avenue, 9th Floor New York, NY 10022 Tel: (212) 603-6399 Fax: (212) 956-2164 Email: amg@robinsonbrog.com Total Total Assets Liabilities ---------- ----------- Surroundart Management $100,097 $7.84MM Surroundart LLC $498,753 $6.05MM Surroundart Storage $3.08MM $4.23MM The petitions were signed by Kele B. McComsey, president. A list of Surroundart Management's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-41260.pdf A list of Surroundart LLC's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-41261.pdf A list of Surroundart Storage's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-41262.pdf TALON INTERNATIONAL: Appoints Chief Financial Officer ----------------------------------------------------- Talon International, Inc., a leading global supplier of custom zippers and apparel accessories, appointed Nancy Agger-Nielsen as chief financial officer effective April 1, 2014. Ms. Nielsen holds her CPA accreditation, an Accounting degree from California State Polytechnic University in Pomona CA and an MBA in Finance from the Peter F. Drucker School of Management at Claremont Graduate University in Claremont, CA. She has over 20 years of experience in all aspects of financial management with a focus on strategic business planning, international operations, and financial analysis. Most recently, she served as CFO, of Med Legal, LLC, and vice president of finance & administration for NDC Infrared Engineering, a division of Spectris, plc. Ms. Nielsen will serve as vice president finance on an interim basis until her appointment as CFO becomes effective, subsequent to the filing of the Company's 10K. "The appointment of Ms. Nielsen as Chief Financial Officer of the Company represents another important step in the growth of our Company as we continue to advance Talon towards world leadership in apparel accessories. Nancy's broad-based experience as a finance professional, especially in international companies and strategic planning, makes her an ideal fit for the Chief Financial Officer role at Talon International," commented Mr. Lonnie Schnell, chief executive officer of the Company. "Having previously served in dual roles as CEO and CFO, I'm looking forward to relinquishing my CFO duties and being able to focus on strategic growth and building shareholder value," added Mr. Schnell. Ms. Agger-Nielsen does not have any family relationships with any of the Company's other directors or executive officers. Ms. Agger-Nielsen does not have a direct or indirect material interest in any transaction with the Company involving an amount exceeding $120,000, and no such transaction is currently proposed. Effective Feb. 28, 2014, Jim Reeder resigned from the Company. Mr. Reeder previously served as vice president, corporate controller and principal accounting officer of the Company. Lonnie D. Schnell, the Company's chief executive officer and current chief financial officer, will serve as principal accounting officer until Ms. Agger-Nielsen's appointment becomes effective. About Talon International Woodland Hills, Cal.-based Talon International, Inc. (OTC BB: TALN) -- http://www.talonzippers.com/-- is a global supplier of apparel fasteners, trim and interlining products to manufacturers of fashion apparel, specialty retailers, mass merchandisers, brand licensees and major retailers. Talon manufactures and distributes zippers and other fasteners under its Talon(R) brand, known as the original American zipper invented in 1893. Talon also designs, manufactures, engineers, and distributes apparel trim products and specialty waistbands under its trademark names, Talon, Tag-It and TekFit, to more than 60 apparel brands and manufacturers including Wal-Mart, Kohl's, J.C. Penney, Victoria's Secret, Tom Tailor, Abercrombie and Fitch, Polo Ralph Lauren, Phillips-Van Heusen, Reebok and Juicy Couture. Talon has offices and facilities in the United States, United Kingdom, Hong Kong, China, and Bangladesh. Talon International disclosed net income of $679,347 for the year ended Dec. 31, 2012, as compared with net income of $729,133 during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $14.23 million in total assets, $17.22 million in total liabilities and a $2.98 million total stockholders' deficit. THOMPSON CREEK: Incurs $215 Million Net Loss in 2013 ---------------------------------------------------- Thompson Creek Metals Company Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $215 million on $434.4 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $546.3 million on $401.4 million of total revenues for the year ended Dec. 31, 2012. For the three months ended Dec. 31, 2013, the Company reported a net loss of $210.5 million on $117.1 million of total revenues as compared with a net loss of $484.4 million on $99.4 million of total revenues for the three months ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $3.08 billion in total assets, $1.97 billion in total liabilities and $1.10 billion in shareholders' equity. Thompson Creek said that its Mt. Milligan copper and gold mine achieved commercial production on Feb. 18, 2014, which the Company defines as operation of the mill for a period of 30 days at 60 percent or more of design capacity mill throughput, equivalent to 36,000 tonnes per day. "Achieving commercial production is a significant milestone for the Company," said Jacques Perron, chief executive officer of Thompson Creek. "We are seeing steady improvements on a daily basis and remain focused on optimizing operating performance at the mine and mill to achieve full design capacity," added Mr. Perron. Bankruptcy Warning "A failure to satisfy any of our debt obligations could be exacerbated by cross default provisions. In the event of default under our amended and restated gold stream agreement with Royal Gold, Royal Gold could require us to repay the amounts Royal Gold has invested in Mt. Milligan Mine, as adjusted and reflected in the deposit record maintained in accordance with the agreement, which amounts totaled $779.8 million as of December 31, 2013. In the event of a default under the indentures governing the 2017 Notes, 2018 Notes and 2019 Notes, the trustee or holders of at least 25% in principal of the outstanding 2017 Notes, 2018 Notes and 2019 Notes, as applicable, may declare the principal, premium, if any, and accrued and unpaid interest on the notes to be immediately due and payable. If we were to default under any of these arrangements, we may not have sufficient assets to repay such indebtedness upon a default or have access to sufficient alternative sources of funds. If we are unable to repay the indebtedness, the lenders could foreclose against the assets securing their borrowings and we could be forced into bankruptcy or liquidation," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/vubkxv 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 * * * 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. TRIGEANT LTD: Continues to Spar with BTB Relating to Tex. Refinery ------------------------------------------------------------------ Judge Erik P. Kimball of the U.S. Bankruptcy Court for the Southern District of Florida, West Palm Beach Division, will hold a non-evidentiary hearing on March 27, 2014, on the motions filed by Trigeant, Ltd., and BTB Refining, LLC, relating to BTB's request for repossession of the real property in and including the asphalt refinery in Corpus Christi, Texas. BTB seeks, among other things, the ability to inspect and photograph all offices, storage areas, and other premises at the Debtor's refinery to ensure that all of BTB's personal property has been removed, the ability to have specific BTB employees take part in this process, and that a deadline for removal of BTB's personal property set by the Debtor be declared void. The Debtor seeks a broader array of relief including, among other things, an order "enforcing" the Debtor's right to use a neighboring dock, a finding that BTB has interfered with the Debtor's use of its pipeline, the setting of a deadline for BTB to remove its personal property from the refinery, an order directing BTB not to interfere with the Debtor's permitting efforts, an order directing that certain documents be left at the refinery and not taken by BTB, that BTB have access only to those portions of the refinery where its personal property remains, that specified BTB employees be denied access to the refinery, and that the Court order various sanctions. At the March 27 hearing, the Court will determine what relief requested in the motions is properly before the Court as a contested matter and whether an evidentiary hearing is required. The Court directed that, prior to the continued hearing, one partner from each Florida law firm representing the Debtor and BTB will travel to the Corpus Christi refinery, to be present there on the same mutually convenient day, at which time the Debtor and BTB will complete removal of BTB's personal property from the refinery. BTB has asked the Court to enforce the Feb. 6, 2014, order, alleging that Trigeant is hindering its completion of the repossession process, to the point where BTB requires the Court's assistance in enforcing the Repossession Order. The Debtor refuted BTB's accusation, saying BTB used its time on the premises to sabotage the Debtor's attempts to generate any business from the facility -- even under the conditions no rational third party lender acting in good faith would ever impose on its borrower. The Debtor said it has permitted BTB access to remove its personal property and argued that BTB's alleged problems are by and large, "self-inflicted." The Feb. 6 Order granted BTB's relief from the automatic stay to obtain from the Debtor all personal property in the possession of the Debtor. The Bankruptcy Court also issued a separate order ruling that BTB, Trigeant, and PDVSA Petroleo, S.A., will have relief from the automatic stay, for cause, to proceed with the appeal now pending before the United States Court of Appeals for the Fifth Circuit, Case Number 13-40062, through final disposition by the Court of Appeals. After a ruling by the Court of Appeals, the parties will seek further relief from the Bankruptcy Court including, without limitation, in connection with any remand to the United States District Court for the Southern District of Texas. The dispute started when Trigeant sought authority from the Bankruptcy Court to use the Refinery, including all personal property attendant to the operation of the Refinery, on the grounds that the property is the property of the Debtor's estate. The assets that the Debtor sought to use were all part of a March 4, 2008 non-judicial foreclosure conducted by BTB. Pending in the Fifth Circuit is the issue of whether Trigeant or BTB owns the Refinery. BTB opposed Trigeant's request to claim the personal property as property of the Debtor's estate and has asked the Bankruptcy Court to dismiss Trigeant's Chapter 11 case for one year for a period of one year. Trigeant supported BTB's motion to dismiss the case, agreeing in BTB's allegations that the Debtor does not currently realize substantial revenue, nor does it have access to liquidity outside of additional financing. The Debtor is represented by Jordi Guso, Esq., Charles H. Lichtman, Esq., and Isaac M. Marcushamer, Esq., at BERGER SINGERMAN LLP, in Florida. BTB is represented by Charles W. Throckmorton, Esq., and David L. Rosendorf, Esq., at Kozyak Tropin & Throckmorton, P.A., in Coral Gables, Florida. About Trigeant Ltd. Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on Nov. 27, 2013. The Boca Raton, Florida-based owner of a refinery estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. Paul Steven Singerman, Esq., at Berger Singerman, in Miami, serves as counsel to the Debtor. Judge Hon. Erik P. Kimball presides over the case. TRIGEANT LTD: Has Final Authority to Employ Berger Singerman ------------------------------------------------------------ Trigeant Ltd. received final authority from Judge Erik P. Kimball to employ Paul Steven Singerman as general counsel. Berger Singerman's fees in the Debtor's Chapter 11 case have been guaranteed by Sargeant Trading, Ltd. This non-debtor has agreed that to the extent that any fees or expenses incurred by Berger Singerman and approved by the Court in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure remain unpaid, the guarantor will pay them. The current hourly rates for the attorneys at Berger Singerman range from $235 to $650. The current hourly rate of Paul Steven Singerman, the senior lawyer who will be principally responsible for Berger Singerman's representation of the Debtor, is $650. The current hourly rates for the legal assistants and paralegals at Berger Singerman range from $75 to $210. Berger Singerman typically adjusts its hourly rates annually on January 1st. About Trigeant Ltd. Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on Nov. 27, 2013. The Boca Raton, Florida-based owner of a refinery estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. Paul Steven Singerman, Esq., at Berger Singerman, in Miami, serves as counsel to the Debtor. Judge Hon. Erik P. Kimball presides over the case. TRIGEANT LTD: Amends Schedules of Assets and Liabilities -------------------------------------------------------- Trigeant, Ltd., amended its schedules of assets and liabilities to disclose the following: Assets Liabilities ----------- ----------- A. Real Property $30,000,000 B. Personal Property 5,166,779 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $75,344,359 E. Creditors Holding Unsecured Priority Claims 0 F. Creditors Holding Unsecured Nonpriority Claims 5,687,770 ----------- ----------- Total $35,166,779 $81,032,130 =========== =========== Trigeant's previously-filed Schedules said it has assets totaling $34,931,779 and liabilities totaling $81,032,130. Full-text copies of the Schedules are available for free at http://bankrupt.com/misc/TRIGEANTsal0114.pdf About Trigeant Ltd. Trigeant, Ltd., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Fla. Case No. 13-38580) in West Palm Beach, Florida, on Nov. 27, 2013. The Boca Raton, Florida-based owner of a refinery estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. Paul Steven Singerman, Esq., at Berger Singerman, in Miami, serves as counsel to the Debtor. Judge Hon. Erik P. Kimball presides over the case. TRIHOP CARMINE: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Trihop Carmine Case No.: 14-10690 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Sean H. Lane Debtor's Counsel: J. Ted Donovan, Esq. Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212)-221-5700 Fax: 212-422-6836 Email: TDonovan@GWFGlaw.com KNash@GWFGlaw.com Total Assets: $1.04 million Total Liabilities: $218,868 The petition was signed by Ed Scannapieco, manager. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-10690.pdf TUSCANY INTERNATIONAL: Hires GMP Securities as Investment Banker ---------------------------------------------------------------- Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. seek permission from the U.S. Bankruptcy Court for the District of Delaware to employ GMP Securities, LLC as investment banker, nunc pro tunc to Feb. 2, 2014 petition date. The Debtors require GMP Securities to: (a) review and analyze the Company's operations, properties, financial condition and prospects; (b) assist the Company in evaluating potential transaction alternatives and strategies; (c) assist the Company in preparing documentation within GMP Securities' area of expertise that is required in connection with a Transaction; (d) assist the Company in identifying financial and strategic institutional investors or other investors ("Interested Parties") who may be interested in participating in a Transaction; (e) on behalf of the Company, contact Interested Parties which GMP, after consultation with the company's management, believes meet certain industry, financial and strategic criteria and assist the Company in negotiating and structuring a Transaction; (f) advise the Company as to potential mergers or acquisitions, and the sale or other disposition of any of the Company's businesses or assets; (g) advise the Company on the timing, nature and terms of any new securities, other considerations or other inducements to be offered in connection with any Transaction; and (h) participate in the Company's board of directors meetings as determined by the Company to be appropriate, and, upon request, provide periodic status reports and advice to the board with respect to matters falling within the scope of GMP Securities' retention. The Debtors have agreed to pay GMP Securities under the following fee structure (the "Fee Structure"): (a) Monthly Advisory Fee: A non-refundable cash fee of $40,000 upon the Company's signing of the Engagement Letter and $40,000 the first business day of each month thereafter until the termination of the Engagement Letter; provided, however, that the aggregate amount of such fees shall not exceed $120,000; (b) Financing Transaction Fee: At the closing of each Financing Transaction, a non-refundable cash fee equal to: (i) 2% of the Aggregate Gross Proceeds of debt obligations or other interests raised on a senior secured basis plus (ii) 3% of the Aggregate Gross Proceeds of debt obligations or other interests raised on a second-lien or unsecured basis, plus (iii) 5% of the Aggregate Gross Proceeds of equity or equity- linked securities raised in a Financing Transaction. GMP Securities shall not receive any fee on the amount of proceeds of a Financing Transaction invested by the Company's executive officers or directors from their personal assets. (c) Business Combination Transaction Fee: At the Closing of each Business Combination Transaction, a non-refundable cash fee equal to 3% of the Aggregate Gross Proceeds received in the sale, subject to a minimum fee of $600,000. Such fees will be paid to GMP Securities directly out of proceeds of each Business Combination Transaction. GMP Securities will not be paid a Business Combination Transaction Fee for any amount of consideration made by "credit bid" pursuant to Bankruptcy Code Section 363(k). (d) Rig Sale Transaction Fee: At the Closing of each Rig Sale Transaction, a non-refundable cash fee equal to 3% of the Aggregate Gross Proceeds received in such a sale. Such fees will be paid to GMP Securities out of proceeds of each Rig Sale Transaction. GMP Securities shall not receive a Rig Sale Transaction Fee if the sale of the Company's Rig #115 and Rig #116 to either of the two parties who have submitted written bids as of the execution of this Agreement is completed as currently contemplated at the value indicated of each bid. However, the Company shall pay GMP Securities a fee of 3% on the amount, if any, of Aggregate Gross Proceeds received from the sale of Rig #115 and Rig #116 that exceeds the amounts indicated on the existing written bids. (e) Restructuring Transaction Fee: At the Closing of each Restructuring Transaction, a non-refundable cash fee equal to 1% of the face amount of the Company's existing obligations that are restructured, modified, amended, forgiven or otherwise compromised. Such a fee shall be payable on the earlier of (i) the date on which a Restructuring Transaction is consummated or (ii) the date on which any amendment to or other changes in the instruments or terms pursuant to which the Company's existing obligations were issued or entered into become effective. GMP Securities will also be reimbursed for reasonable out-of- pocket expenses incurred. GMP Securities has agreed that, other than any expenses incurred in connection with Addendum A to the Engagement Letter, the aggregate amount of GMP Securities' expenses during these Chapter 11 cases shall not exceed $25,000. David Abell, managing director of GMP Securities, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on Mar. 21, 2014, at 10:00 a.m. Objections, if any, were due Mar. 12, 2014, at 4:00 p.m. GMP Securities can be reached at: David Abell GMP SECURITIES, LLC 331 Madison Avenue New York, NY 10017 Tel: (212) 692-5100 Tel: (800) 452-4528 About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany also commenced ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Debtor disclosed $414,624,292 in assets and $207,332,530 in liabilities as of the Chapter 11 filing. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. The Debtors' plan of reorganization dated March 3, 2014, proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The U.S. Trustee said that an official committee of unsecured creditors has not been appointed in the Debtors' cases. An Official Committee of Equity Security Holders has been appointed in the case. The Equity Committee has tapped as bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq., James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP. TUSCANY INTERNATIONAL: Taps Deloitte LLP as Tax Service Providers ----------------------------------------------------------------- Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. ask for authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Deloitte LLP as tax service providers, nunc pro tunc to the Feb. 2, 2014 petition date. The Debtors anticipate that Deloitte LLP will render tax consulting and compliance services to the Debtors as needed throughout the course of these Chapter 11 cases from time to time as requested by the Debtors (the "Services"). The Services are expected to include, but are not limited to: (a) advise the Debtors with respect to tax aspects of asset dispositions; (b) the preparation of the U.S. tax returns and other statutory filings, as described in detail in the U.S. Tax Compliance Engagement Letter; (c) international tax services; (d) transfer pricing services; and (e) tax provision assistance. Deloitte LLP will be paid at these hourly rates: Partner CDN647.50 Senior Manager CDN479.50 Manager CDN350 Senior CDN245 Analyst CDN175 Deloitte LLP will also be reimbursed for reasonable out-of-pocket expenses incurred. Deloitte LLP has provided prepetition tax services to the Debtors. In the 90 days prior to the petition date, Deloitte LLP received payments totaling CDN973,746.59. As of the petition date, Deloitte LLP was not owed any amounts with respect to invoices issued by Deloitte LLP prior to the petition date. Olivier Labelle, partner in the tax practice of Deloitte LLP, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the motion on Mar. 21, 2014, at 10:00 a.m. Objections, if any, are due Mar. 12, 2014, at 4:00 p.m. Deloitte LLP can be reached at: Olivier Labelle DELOITTE & TOUCHE LLP 700, 850 - 2nd Street S.W. Calgary AB T2P 0R8, Canada Tel: (403) 267-1790 Fax: (587) 774-5383 About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany also commenced ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Debtor disclosed $414,624,292 in assets and $207,332,530 in liabilities as of the Chapter 11 filing. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. The Debtors' plan of reorganization dated March 3, 2014, proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The U.S. Trustee said that an official committee of unsecured creditors has not been appointed in the Debtors' cases. An Official Committee of Equity Security Holders has been appointed in the case. The Equity Committee has tapped as bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq., James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP. USEC INC: Disclosure Statement Hearing Scheduled for April 21 ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on April 21, 2014, at 11:00 a.m. to consider the adequacy of the disclosure statement explaining USEC Inc.'s Plan of Reorganization. Objections are due on or before April 14. The Plan proposes, and its terms embody, a prearranged restructuring of the Debtor's obligations under (a) its 3.0% convertible senior unsecured notes due 2014, and (b) its preferred stock. Specifically, the Plan provides that, on the effective date, each holder of an allowed Noteholder claim will receive its pro rata share of (i) 79.04% of the New Common Stock issued under the Plan, (ii) cash equal to the amount of the interest accrued on the Old Notes from the date of the last interest payment made by the Debtor before the Petition Date to the Effective Date, and (iii) New Notes to be issued under the Plan in the aggregate principal amount of $200 million. The Plan provides, in turn, that holders of Allowed Preferred Stock Interests/Claims will receive (i) 15.96% of the New Common Stock issued under the Plan and (ii) New Notes to be issued under the Plan in the aggregate principal amount of $40.38 million. The Plan further provides that, if Class 5 (Noteholder Claims) and Class 6 (Preferred Stock Interests/Claims) vote to accept the Plan, the holders of Allowed Common Stock Interests/Claims in Class 7 will receive a pro rata share of 5% of the New Common Stock under the Plan. Additionally, the Plan provides that Unexercised Common Stock Rights will be cancelled and the holders of any of those Interests will not receive or retain any property under the Plan. The remaining four Classes of Claims -- Other Priority Claims in Class 1, Secured Claims in Class 2, General Unsecured Claims in Class 3 and Intercompany Claims in Class 4 -- are not impaired by the Plan. Bill Rochelle, the bankruptcy columnist for Bloomberg News, related that although the Debtor got what it needed at a hearing on March 6, Delaware Bankruptcy Judge Christopher Sontchi was skeptical about the long-term success of a reorganization for the producer of enriched uranium for nuclear power plants. Mr. Rochelle said Judge Sontchi questioned whether the plan would only "keep the company on life support for the next six to 10 years." USEC's convertible notes last traded on March 6 for 40.5 cents on the dollar, the Bloomberg report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. When the reorganization was announced in December, the notes traded for 17 cents on the dollar. About USEC Inc. USEC Inc. filed a Chapter 11 bankruptcy petition (Bank. D. Del. Case No. 14-10475) on March 5, 2014. John R. Castellano signed the petition as chief restructuring officer. The Debtor disclosed total assets of $70 million and total liabilities of $1.07 billion. The Hon. Christopher S. Sontchi presides over the case. Latham & Watkins LLP acts as the Debtor's general counsel. Richards, Layton and Finger, P.A., serves as the Debtor's Delaware counsel. Vinson & Elkins is the Debtor's special counsel. Lazard Freres & Co. LLC acts as the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. serves as the Debtor's claims and noticing agent. Deloitte Tax LLP are the Debtor's tax professionals. The Debtor's independent auditor is PricewaterhouseCoopers LLP. KPMG LLP provides fresh start accounting services to the Debtor. USEC INC: Expects Bankruptcy Exit in 90 to 120 Days --------------------------------------------------- USEC Inc. is implementing the agreement reached with a majority of the holders of its senior unsecured convertible notes that was announced in December 2013. This agreement sets forth the terms of a financial restructuring plan to strengthen the Company's balance sheet, enhance its ability to sponsor the American Centrifuge project and improve its long-term business opportunities. The company also has also reached agreement with its preferred equity investors, Toshiba Corporation and The Babcock & Wilcox Company, to support the restructuring plan. In order to implement the agreement, USEC filed a voluntary petition on March 5, 2014, and a plan of reorganization under Chapter 11 of the bankruptcy code in the U.S. Bankruptcy Court for the District of Delaware. USEC anticipates receiving Court approval for its prearranged plan of reorganization and emerging from Chapter 11 in 90 to 120 days. None of USEC's subsidiaries, including its primary operating subsidiary the United States Enrichment Corporation, have filed for bankruptcy protection. The Company had positive cash flow from operations in 2013 and ended the year with a cash balance of $314 million. During the restructuring process, USEC's subsidiary, the United States Enrichment Corporation, will provide debtor-in-possession (DIP) financing to USEC that will support continued operations. No third-party DIP financing will be required. After meeting its significant payables in the first quarter, the Company anticipates a cash balance of at least $60 million at March 31, 2014. According to the Company, this filing has no impact on its daily operations, which includes the Company's efforts to deploy the American Centrifuge uranium enrichment technology and perform the research, development and demonstration program partially funded by the U.S. Department of Energy. As a non-debtor, United States Enrichment Corporation's operations, which include the transition of the Paducah Gaseous Diffusion Plant back to the U.S. Department of Energy (DOE) and the sale of SWU from its inventory and purchases of Russian low enriched uranium, continue unaffected. "By addressing the October 2014 maturity of the convertible notes, USEC will be able to pursue its ongoing business objectives with greater certainty," said John K. Welch, USEC president and chief executive officer. "The restructuring will strengthen USEC's balance sheet and enhance the company's ability to sponsor the American Centrifuge project. Throughout this process our operations will continue. We will continue to make customer deliveries, execute the RD&D program and continue progress on transitioning the Paducah GDP." The plan of reorganization, which is supported by those holding approximately 65 percent of USEC's debt, as well as Toshiba and Babcock & Wilcox, calls for replacing USEC's $530 million debt and all of its preferred and common stock with a new debt issue totaling $240.4 million and new common stock. The new debt issue would mature in five years and can be extended for an additional five years subject to certain conditions. The noteholders would receive $200 million of the new debt and approximately 79 percent of the common stock, Toshiba and Babcock & Wilcox would each receive $20.19 million of the new debt and approximately 8 percent of the new common stock. Existing stockholders would receive 5 percent of the new common stock. USEC's board of directors and management team are substantial holders of the common stock and their holdings will be treated exactly as all other common shareholders. In addition, any unvested or unexercised stock awards they hold will be forfeited under the plan. USEC issued the original notes in 2007 at a time when the nuclear power industry was expected to grow significantly and the American Centrifuge Plant was expected to be completed and producing operating cash flow before the notes matured. In addition, USEC, Toshiba and Babcock & Wilcox entered into an agreement in 2010 for a phased preferred equity investment to strengthen the Company's financial position for deployment of the American Centrifuge technology. The company's deployment plans for the American Centrifuge Plant have been affected by delays in obtaining permanent financing for construction and by a global oversupply of nuclear fuel following a devastating tsunami in Japan that resulted in extensive damage to reactors at Fukushima in 2011. More than 50 nuclear power reactors in Japan and Germany were shut down. The resulting oversupply caused nuclear fuel prices to drop to their lowest levels in a decade, which has negatively affected the economics of deploying the American Centrifuge technology in the near term. Other factors that have affected the Company's deployment plans include increases in the cost of several key commodities, and changes and additions to project scope and schedule. The current USEC board of directors will oversee the restructuring process until the effective date of the plan when a new board would take its place. B&W and Toshiba each retain the right to representation on the board of directors. The restructuring plan support agreements entered into by Toshiba and Babcock & Wilcox and other materials related to the filing can be found in an 8-K filed with the Securities and Exchange Commission and is available for free at http://is.gd/344hB1 In connection with the bankruptcy filing, USEC's board of directors also approved the termination of the company's tax benefit preservation plan, which was originally scheduled to expire on Sept. 29, 2014. The plan has been amended to accelerate the expiration date to March 4, 2014, effectively terminating the plan as of that date. USEC expects to issue its fourth quarter 2013 earnings and its annual report on Form 10-K in late March. During the period its case is pending in Bankruptcy Court, USEC will not hold quarterly telephonic conference calls with investors. USEC has informed and discussed the Chapter 11 filing with the New York Stock Exchange. The Company's most recent quarterly update on its plan of compliance to meet the Exchange's continued listing standards was accepted and the stock has traded since the Company's December 16 announcement that it had reached a restructuring agreement. The NYSE will continue to monitor the Company under its continued listing standards throughout the Chapter 11 process. USEC's legal advisor for the restructuring is Latham & Watkins LLP, its financial advisor is Lazard, and its restructuring advisor is Alix Partners LLP. An ad hoc group of holders of USEC's senior convertible notes is advised by Akin Gump Strauss Hauer & Feld LLP and Houlihan Lokey. Effective March 4, 2014, George Dudich, president of Babcock & Wilcox Technical Services Group, Inc., resigned from the Board of Directors of the Company. Mr. Dudich has been a director of the Company since Oct. 24, 2012. Mr. Dudich's resignation is not because of any disagreement with the Company known to an executive officer of the Company on any matter relating to the Company's operations, policies or practices. About USEC Inc. USEC Inc., a global energy company, is a leading supplier of enriched uranium fuel for commercial nuclear power plants. USEC Inc. filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10475) on March 5, 2014. The petition was signed by The petition was signed by John R. Castellano as chief restructuring officer. The Debtor disclosed total assets of $70 million and total liabilities of $1.07 billion. The Hon. Christopher S. Sontchi oversees the case. Latham & Watkins LLP serves as the Debtor's general bankruptcy counsel. Richards, Layton and Finger P.A., is the Debtor's Delaware counsel. Vinson & Elkins LLP is the Debtor's special finance counsel. Lazard Freres & Co. LLC is the Debtor's investment banker. AP Services, LLC, provides management services to the Debtor. Logan & Company Inc. is the Debtor's claims/noticing agent. Deloitte Tax LLP is the Debtor's tax advisors. PricewaterhouseCoopers serves as the Debtor's auditor. KPMG LLP provides the Debtor with fresh start accounting services. VAIL LAKE: Court Okays Hiring of PH&I as Litigation Counsel ----------------------------------------------------------- Vail Lake Rancho California, LLC and its debtor-affiliates sought and obtained authorization from the Hon. Louise DeCarl Adler of the U.S. Bankruptcy Court for the Southern District of California to employ Phillips, Haskett & Ingwalson ("PH&I") as its special litigation counsel in this Chapter 11 case, effective as of Feb. 1, 2014. The Debtors now seek to employ PH&I as its special litigation counsel in California Court of Appeal, Fourth Appellate District Case No. D061892, and, as necessary in the Superior Court Action, San Diego Superior Court Case No. 37-2009-00094633-CU-FR-CTL, (the "Kid Gloves Action"). The Kid Gloves Action was filed on July 24, 2009. The professional services that PH&I will render to the Debtors will be limited to those services in regard to the Kid Gloves Action as authorized by the Debtors. The current normal and customary hourly rates charged by the attorneys who are anticipated to be providing services to the Debtors as special litigation counsel are: Frederick C. Phillips, Partner $375 J.B. Haskett, Associate $200 PH&I will also be reimbursed for reasonable out-of-pocket expenses incurred. PH&I did represent the Debtors in the past and has filed a secured claim in the bankruptcy proceedings of Vail Lake Rancho California, LLC, Vail Lake USA, LLC and Vail Lake Village and Resorts, LLC in the amount of $1,018,899.95, representing the amount owed by the Debtors as of the date of the adjudication of the Vail Lake Rancho California bankruptcy. Frederick C. Phillips, partner of PH&I, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. PH&I can be reached at: Frederick C. Phillips, Esq. PHILLIPS, HASKETT & INGWALSON 701 B St # 1190 San Diego, CA 92101 Tel: +1 619-231-3737 About Vail Lake Vail Lake Rancho California, LLC, and its affiliates own the California campground Vail Lake Resort. Vail Lake is a large reservoir in western Riverside County, California, located on Temecula Creek in the Santa Margarita River watershed, approximately 15 miles east of Temecula, California. Properties cover approximately 9,000 acres and have an estimated water storage capacity of approximately 51,000 acre-feet. On Dec. 26, 2012, creditors of Vail Lake filed an involuntary Chapter 11 petition (Bankr. S.D. Cal. Case No. 12-16684) for Vail Lake. In a filing on June 6, 2013, the Debtor said it consents to the entry of an order for relief and does not contest the involuntary Chapter 11 petition. On June 5, 2013, the company sent 5 related entities -- Vail Lake USA, LLC ("VLU"), Vail Lake Village & Resort, LLC ("VLRC"), Vail Lake Groves, LLC, Agua Tibia Ranch, LLC, and Outdoor Recreational Management, LLC -- to Chapter 11 bankruptcy. The new debtors have sought and obtained an order for joint administration of their Chapter 11 cases with Vail Lake Rancho (Case No. 12-16684). The Debtors are represented by attorneys at Cooley LLP and Phillips, Haskett & Ingwalson, A.P.C. The Debtor also employed Thomas C. Hebrank and E3 Realty Advisors, Inc., with Mr. Hebrank serving as the Debtors' chief restructuring officer. The Debtors' consolidated assets, as of May 31, 2013, total $291,016,000 and liabilities total $52,796,846. WALTER ENERGY: Moody's Rates $100MM Debt B3 & Affirms Caa1 CFR -------------------------------------------------------------- Moody's assigned ratings to the new debt proposed to be issued by Walter Energy, Inc. (Walter), including B3 rating to the $100 million add-on to the first lien secured debt due 2019, B3 rating the amended revolving credit facility and Caa1 rating to the new $350 million second lien notes. At the same time, Moody's affirmed the existing ratings, including Caa1 corporate family rating (CFR), probability of default rating of Caa1-PD, Caa2 senior unsecured rating, and SGL-4 speculative grade liquidity rating. The outlook is stable. The proceeds from the debt offering are expected to be used to repay the $407 million outstanding under Term Loan A, maturing in 2015 and 2016. Following the closing of the transaction and the Term Loan A repayment, the revolver will be extended by eighteen months for 82% of the revolver lenders who voted for the amendment. The amendment will reduce the size of the extended revolver commitments by 20%, with lenders who did not vote for the extension retaining their original commitments until April 2016. As such, total revolver commitments will be reduced from $375 million to $314 million until April 2016 and further to $245 million until October 2017. The amended commitments will not be subject to the minimum liquidity covenant, but will include a net first lien secured leverage covenant, which will be effective before June 30, 2016 only if revolver borrowings exceed 30% and after June 30, 2016 at any time until the revolver maturity date. "Although we believe that the proposed transaction improves the company's liquidity position by extending its debt maturity profile, the speculative grade liquidity rating remains SGL-4 given the remaining near-term maturity of $306 million in 2015 under Term Loan A until the transaction is executed as contemplated. We expect that upon closing of the transaction, Term Loan A will be repaid, with no maturities remaining until 2018. However, the SGL rating also reflects our expectation that the company will generate negative free cash flows absent a meaningful recovery in metallurgical coal markets. In addition, if metallurgical coal prices remain weak, the revolver's covenants could restrict availability," Moody's said. Ratings Rationale The Caa1 CFR continues to reflect the difficulties of operating a commodity-driven business in a protracted trough cycle environment with a highly-leveraged balance sheet and a modest liquidity cushion. The rating is also constrained by high operating risk implied by heavy reliance on a few key coal mines for the majority of earnings and cash flow, and limited trough-cycle margin potential of the metallurgical coal assets in western Canada. Success in implementing cost control programs, strong potential earnings and cash flow on a mid-cycle basis, and the value of the very cost competitive metallurgical coal assets in Alabama support the rating. The stable outlook anticipates that modest improvement in met coal fundamentals will drive modest quarterly improvement in operating results and that the company will maintain adequate liquidity to support operations. Moody's could upgrade the rating with evidence that improvement in spot met coal pricing will translate into positive free cash flow on a sustained basis and a demonstrated willingness to reduce debt. Moody's could downgrade the rating with further deterioration in market conditions or pricing, expectations for substantive erosion in the company's cash position, or heightened concerns related to upcoming loan amortization in 2015. The principal methodology used in this rating was the Global Mining Industry published in May 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Walter Energy, Inc., is primarily a metallurgical coal producer with additional operations in metallurgical coke, steam and industrial coal, and natural gas. Headquartered in Birmingham, Alabama, the company generated $2 billion in revenue in 2013. WEST TEXAS GAUR: Judge to Rule on Chapter 11 Trustee Bid Today -------------------------------------------------------------- Josie Musico, writing for Lubbock Avalanche-Journal, reported that U.S. Bankruptcy Judge Robert L. Jones said Thursday he will consider the request by farmers to appoint a trustee to oversee operations at West Texas Guar, then rule today, March 21. The report said the farmers testified in federal court Thursday afternoon, March 20 they're frustrated that West Texas Guar failed to pay them for their crop. The 24 growers allege the Company owes them nearly $4 million, and that it violated a contract by not paying them within the agreed 45 days after they delivered the crops. The report said Samuel Stricklin, an attorney for West Texas Guar, said the Company is still working to pay the farmers, but could actually be hindered from doing so if legal squabbles continue. "We would like to negotiate and have time to get this settled," he said. "If this goes into litigation, the only people that are going to benefit are going to be the lawyers." According to the report, pursuant to the terms of an as-yet unaccepted offer, the Company will immediately pay the farmers 50% of what they're owed, then pay the remainder over a two-year period at 4% interest. Ninety-five percent of plaintiffs must agree to the offer for it to proceed. The report recounted that Terry County District Judge Kelly Moore issued restraining orders March 7 to keep the company from processing guar from plaintiffs in the case. Byrnie Bass, one of a half-dozen attorneys representing the growers, suggested the company was still operating, the report said. Representatives of 24 farms filed an involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March 14, 2014, against West Texas Guar Inc. The farmers claim they are owed nearly $4 million for seed they've delivered on the 2013 harvest but haven't been paid for. Guar is a seed crop that has a variety of uses in human and animal food production, textiles and fracking for oil and gas wells. Judge Robert L. Jones oversees the case. The farmers are represented by R. Byrn Bass, Jr., Esq., Attorney at Law. YRC WORLDWIDE: Stephen Freidheim Stake at 4% as of Jan. 31 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Stephen C. Freidheim and his affiliates disclosed that as of Jan. 31, 2014, they beneficially owned 1,198,509 shares of common stock of YRC Worldwide, Inc., representing 4 percent of the shares outstanding. The reporting persons previously owned 1,330,275 shares at Oct. 16, 2013. A copy of the regulatory filing is available at http://is.gd/7ZQDtv 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. YRC Worldwide incurred a net loss of $83.6 million on $4.86 billion of operating revenue as compared with a net loss of $136.5 million on $4.85 billion of operating revenue in 2012. As of Dec. 31, 2013, the Company had $2.06 billion in total assets, $2.66 billion in total liabilities and a $597.4 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service has upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. ZOGENIX INC: Incurs $35.6 Million Net Loss in Fourth Quarter ------------------------------------------------------------ Zogenix, Inc., reported a net loss of $35.61 million on $9.92 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $643,000 on $9.49 million of total revenue for the same period during the prior year. For the 12 months ended Dec. 31, 2013, the Company reported a net loss of $80.85 million on $33.01 million of total revenue as compared with a net loss of $47.38 million on $44.32 million of total revenue in 2012. As of Dec. 31, 2013, the Company had $112.50 million in total assets, $94.07 million in total liabilities and $18.42 million in stockholders' equity. Roger Hawley, chief executive officer of Zogenix, stated, "We ended the year with positive momentum in our migraine business from both SUMAVEL DosePro and our co-promotion of Migranal. This week, we made Zohydro ER available through select pharmacies and we've commenced our educational efforts with prescribers and pharmacists. We are taking a measured approach to commercialization, with a strong focus on prescriber, pharmacist and patient education. We've also implemented our comprehensive suite of voluntary initiatives supporting the appropriate use of Zohydro ER along with the class-wide REMS for extended-release opioids. The Company also continues to make progress with the development of an abuse deterrent formulation of Zohydro ER." Cash and cash equivalents as of Dec. 31, 2013, were $72 million, compared to $17.4 million in cash and cash equivalents on Sept. 30, 2013. In November 2013, Zogenix raised net proceeds of $64.5 million in a public offering of common stock. A copy of the press release is available for free at: http://is.gd/tMnmSO 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. ZURIC BUILDERS: Case Summary & Largest Unsecured Creditors ---------------------------------------------------------- Four Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Zuric Builders LLC- 811 West Lawrence Ave 14-09918 1741 Crystal Chicago, IL 60622 Zuric Builders, LLC- 5760-5772 N. Lincoln 14-09921 1741 W Crystal Chicago, IL 60622 Zuric Builders, LLC - 932 West Diversey 14-09926 1741 W Crystal Chicago, IL 60622 Zuric Builders, LLC-5321North Lincoln-2D 14-09929 1741 W Crystal Chicago, Il 60622 Chapter 11 Petition Date: March 19, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Benjamin Goldgar (14-09918) Hon. Timothy A. Barnes (14-09921, 14-09926) Hon. Judge Janet S. Baer (14-09929) Debtors' Counsel: O Allan Fridman, Esq. WALLACH MICHALEC FRIDMAN, P.C. 555 Skokie Blvd, Suite 500 Northbrook, IL 60062 Tel: 847 412-0788 Fax: 847 412-0898 Email: allanfridman@gmail.com Estimated Estimated Assets Liabilities ---------- ----------- Zuric Builders LLC 811 West $1MM-$10MM $1MM-$10MM Zuric Builders, LLC- 5760-5772 $1MM-$10MM $1MM-$10MM Zuric Builders, LLC - 932 West $1MM-$10MM $1MM-$10MM Zuric Builders, LLC-5321North $100K-$500K $100K-$500K The petitions were signed by Branislav Zuric, member. A list of Zuric Builders, LLC- 5760-5772's seven largest unsecured creditors is available for free at: http://bankrupt.com/misc/ilnb14-9921.pdf A list of Zuric Builders, LLC - 932 West's five largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-9926.pdf A list of Zuric Builders, LLC-5321's three largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-9929.pdf * Supreme Court Limits Federal Court Equity Powers -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Supreme Court dealt a blow to the notion that a bankruptcy court is a court of equity, ruling that someone who attempts to defraud creditors can't lose the exempt status of his home to compensate the trustee for uncovering the fraud. According to the report, writing for a unanimous court, Justice Antonin Scalia said on March 4 that a bankruptcy court's "inherent sanctioning powers are likewise subordinate to valid statutory directives and prohibitions." Justice Scalia, Mr. Rochelle noted, is a chief advocate on the Supreme Court for the idea that statutes must be given their plain meaning. The case, Law v. Siegel, involved an individual bankrupt who owned a home worth $360,000, the report related. There was a valid first mortgage for $150,000 and a fictional $160,000 second mortgage that the bankruptcy court said was invented by the debtor to protect value in the property for himself beyond the $75,000 homestead exemption permitted by California law. The U.S. Court of Appeals in San Francisco wrote a two-page opinion in 2011 upholding the bankruptcy court and allowing the trustee to disregard the homestead exemption and recover expenses incurred in litigating over the fictional mortgage, the report further related. Justice Scalia said the bankruptcy court couldn't override the bankrupt's right to a homestead exemption using the court's "inherent powers" or Section 105(a) of the Bankruptcy Code, known as the All Writs Act, which allows a judge to make any order that's "necessary or appropriate." The case is Law v. Siegel, 12-5196, U.S. Supreme Court (Washington). * OneBeacon Can't Battle FDIC in Ga. Over D&O Coverage ------------------------------------------------------ Law360 reported that a Georgia federal judge held for the second time that a 1989 federal law blocked him from deciding whether OneBeacon Midwest Insurance Co. owed coverage for the Federal Deposit Insurance Corp.'s claims that former directors and officers of a failed bank caused $15 million in losses. According to the report, rejecting OneBeacon's request for reconsideration, U.S. District Judge Richard Story stuck to his March 2013 holding that the court lacked jurisdiction over the coverage fight because of a broadly worded provision in the Financial Institutions Reform, Recovery and Enforcement Act of 1989. * FINRA Deletes Red Flags From Brokers' Records, Says Study ----------------------------------------------------------- Law360 reported that The Financial Industry Regulatory Authority Inc. routinely deletes "red flag" information about brokers' bankruptcies, tax liens, firings, flunked tests and sales practice abuse investigations in its background information disclosure system, according to an international securities bar association study. In a report, the Public Investors Arbitration Bar Association said that FINRA's BrokerCheck disclosure system hides "crucial information" about financial professionals that is otherwise available from many state securities agencies, the report related. The Wall Street Journal also reported that more than 1,600 stockbrokers' records failed to disclose bankruptcy filings, criminal charges or other red flags in violations of regulations, without regulators noticing. The Journal said these same brokers have also accumulated more disciplinary actions by regulators and complaints from clients, on average, than other brokers. The Journal pointed out that Finra requires brokers and the firms that employ them to report a wide range of issues, including bankruptcies and criminal charges brokers have faced. * Fraud Trial of Bond Trader Goes to Jury ----------------------------------------- Julie Steinberg, writing for The Wall Street Journal, reported that the judge in the trial of former Jefferies Group LLC bond trader Jesse Litvak sent the case to the jury, which will weigh whether statements he made to clients were inconsequential or aggressive sales tactics that constituted fraud. According to the report, the federal government argues that Mr. Litvak committed securities fraud by misrepresenting to clients the prices of certain residential mortgage-backed securities he was selling and buying on their behalf, in a bid to boost his trading revenue. The verdict in Mr. Litvak's trial will be closely watched, as it could set a precedent for a government probe launched after Mr. Litvak was arrested last year, the report said. Investigators in that probe are looking at whether traders at other banks acted similarly. Speaking in U.S. District Court in New Haven, Conn., Assistant U.S. Attorney Eric Glover said Mr. Litvak's representations to customers on prices of the bonds weren't "inconsequential," the report related. "The evidence shows, that stuff was important," he said, the report added. Proving materiality, he added, doesn't require showing that the alleged false prices caused Mr. Litvak's clients to act differently. For something to be considered material, he said, "it just means it was important and part of consideration." * Household Worth in U.S. Climbs by $2.95 Trillion to Record ------------------------------------------------------------ Victoria Stilwell, writing for Bloomberg News, reported that household wealth in the U.S. increased from October through December, as gains in stock portfolios and home prices boosted Americans' finances. Net worth for households and non-profit groups rose by $2.95 trillion in the fourth quarter, or 3.8 percent from the previous three months, to a record $80.7 trillion, the Federal Reserve said on March 7 from Washington in its financial accounts report, previously known as the flow of funds survey, Bloomberg related. More jobs, higher stock prices and improved home values have all helped consumers clean up their balance sheets in the years following the biggest recession since the Great Depression, Bloomberg said, citing the report. Additional gains in the labor market and household wealth will be needed to give consumers the means to spend on goods and services, boosting economic growth. "The gains in wealth are cumulative and they're likely to have, over time, a more positive effect on consumer spending," Sam Coffin, an economist at UBS Securities LLC in Stamford, Connecticut, told Bloomberg. Looking ahead, gains will be "a bit less rapid, but we do have continued improvement." The value of financial assets, including stocks and pension fund holdings, held by American households increased by $2.52 trillion in the fourth quarter, Bloomberg said, citing the Fed report. * Pa. Atty Gets 18 Months for Fraud After Judge Knocks Feds ----------------------------------------------------------- Law360 reported that a Pennsylvania federal judge doled out an 18- month prison sentence to a Bucks County, Pa., lawyer convicted of conspiracy and fraud charges over mortgage loans to distressed homeowners, in a case in which she cut the government's $14 million loss estimate to about $400,000. According to the report, U.S. District Court Judge Mary A. McLaughlin also ordered the attorney, Jeffrey A. Bennett, to complete two years of supervised release and to pay a $7,500 fine, a $400 special assessment, among other things. * Restructuring Advisers Flock to Brazil ---------------------------------------- Emily Glazer and Luciana Magalhaes, writing for The Wall Street Journal, reported that restructuring lawyers and turnaround professionals are boosting teams and seeking partners in Brazil as the number of troubled companies in the country grows. The Journal recalled that in late January, Brazil President Dilma Rousseff made her inaugural appearance at the World Economic Forum in Davos, Switzerland, amid a campaign to reverse the country's economic slowdown. "Brazil needs and wants a partnership with private investment," she said. According to the report, some investment banks, such as Lazard Ltd. and Rothschild, already have offices in Sao Paulo. Meanwhile, bankers from Houlihan Lokey and Jefferies Group Inc. have traveled to Brazil in recent months in hopes of developing deals and finding partners, people familiar with the matter said. Investment firm Blackstone Group, which has a large corporate restructuring arm, has a joint-venture relationship with boutique investment bank Patria Investments, the report related. It also has a 40% stake in the bank. Blackstone snagged a key role advising OGX on its debt restructuring, along with Lazard. Consulting firm AlixPartners has a group of its restructuring executives working on matters related to EBX, the holding company for Mr. Batista's firm, the report further related. Alvarez & Marsal, another turnaround firm, said its clients in the region jumped about 35% in 2013 compared to 2012, and expects an increase in clients facing distress in 2014 as well. * BOOK REVIEW: MERCHANTS OF DEBT: KKR and the Mortgaging of American Business ------------------------------------------------------ Author: George Anders Publisher: Beard Books Softcover: 335 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your copy today at http://www.beardbooks.com/beardbooks/merchants_of_debt.html "For the first fourteen years of KKR's existence, the buyout firm's hallmark could be expressed in one word: debt. As KKR grew evermore powerful, Kravis and Roberts derived their economic clout from a single fact: They could borrow more money, faster, than anyone else," according to the chronicler of this high-flying firm. KKR acquired $60 billion worth of companies in wildly different industries in the 1980s: Safeway Stores, Duracell, Motel 6, Stop & Shop, Avis, Tropicana, and Playtex. They made piles of money by deducting interest expenditures from their taxes, cutting costs in their new companies and riding a long-running bull market. The juggernaut of Kohlberg Kravis Roberts & Co. began rolling in 1976 when Jerome Kohlberg and cousins Henry Kravis and George Roberts left Bear, Stearns with about $120,000 to spend. The three wunderkind shortly invented and dominated the leveraged buyout as they sought investors and borrowed money to acquire Fortune 500 companies in dizzying succession. They put up very little money of their own funds, but their partnerships made out like bandits. Consider the case of Owens-Illinois: KKR pup up only 4.7 percent of the purchase price. The company's chairman earned $10 million within a few years, the takeover advisors got $60 million, Owens-Illinois was left "gaunt and scaled back," and about five years later, KKR took it public at $11 a share, more than twice what the KKR partnership had paid for it. In this reprint of his 1992 books, George Anders tells us how they worked: "(t)ime after time, the KKR men presented a tempting offer. The CEO could cash out his company's existing shareholders by agreeing to sell the company to a new group that would be headed by KKR, but would include a lot of room for existing management. The new ownership group would take on a lot of debt, but aim to pay it off quickly. If this buyout worked out as planned, the KKR men hinted, the new owners could earn five times their money over the next five years. Presented with such a choice in the frenzied takeover climate of the 1980s, manages and corporate directors again and again said yes. To top management a leveraged buyout was the most palatable way to ride out the merger-and-acquisition craze." The author includes a detailed appendix of KKR's 38 buyouts during the period 1977-1992 that presents the following on each purchase: price paid by KKR; percentage of the purchase price paid by KKR's equity funds; length of time KKR owned the company; financial payoff for the ownership group; and the annualized profit rate for investors over the life of the buyout. KKR used less than 9 percent of its own funds in 18 of the 38 cases. In only four cases did KKR put up more than 30 percent of the price. KKR owned the 38 companies for an average of about 5 years. As Anders puts it, "(a)s quickly as the KKR men had roared into a company's life, they roared off." This behind-the-scene account shows the ambition, pride, envy and fear that characterized the debt mania largely engineered by KKR, a mania that put millions out of work and made a very few very rich. This book is a must read in understanding what happened to corporate America in the 1980s. George Anders is the West Coast bureau chief of Fast Company magazine. He worked for two decades at the Wall Street Journal, and was part of a seven-person reporting team that won the Pulitzer Prize for national reporting in 1997. ********* 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 ***