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/raid1/www/Hosts/bankrupt/TCR_Public/140325.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, March 25, 2014, 2014, Vol. 18, No. 83 Headlines 22ND CENTURY: Approved to List Common Stock on NYSE MKT A123 SYSTEMS: Japan's NEC To Buy Unit of Battery Maker ACCO BRANDS: S&P Raises Rating on $500MM Sr. Unsec. Notes to 'BB-' AGFEED INDUSTRIES: Agrees to Revocation of Stock Registration AGFEED INDUSTRIES: Asks Court to Approve Settlement With SEC AGFEED INDUSTRIES: Gets Approval to Settle AF Sellco Claims AGFEED INDUSTRIES: Seeks to Reject Contracts With POEI, et al ALLIED IRISH: Releases Full Year 2013 Results APPVION INC: Suspending Filing of Reports with SEC ARKANOVA ENERGY: Grants 2.5MM Stock Options to Execs. & Directors AVANTOR PERFORMANCE: Moody's Lowers Corp. Family Rating to 'B1' BERNARD L. MADOFF: 5 Former Aides Found Guilty of Fraud BROWNSVILLE MD: Pineda Asks Court to Lift Stay to Pursue Action BROWNSVILLE MD: Court Approves Outline of Proposed Exit Plan CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off CAMCO FINANCIAL: Huntington Bancshares Acquires Advantage Bank CEETOP INC: Jessie Wong Stake at 9.8% as of Feb. 20 CHA CHA ENTERPRISES: Has Final OK to Obtain $9.3MM in DIP Loans CITIZENS DEVELOPMENT: Court Enters Tentative Ruling on Plan CITIZENS DEVELOPMENT: Seeks Further OK of Caufield's Retention COMMUNITY HOME: EFP and BHT Balk at Protocol to Settle Claims COMMUNITY HOME: Motion to Amend Order Appointing Trustee Dismissed COMMUNITY HOME: Derek Henderson May Withdraw as Counsel COMPASS PUBLIC: S&P Lowers Rating on 2010A Revenue Bonds to 'BB+' COOPER-STANDARD HOLDINGS: Moody's Rates New $725MM Sec. Debt 'B1' DEVONSHIRE PGA: Gets More Time to Remove Actions DEVONSHIRE PGA: Gets Court Approval to Pay Prepetition Taxes CYCLONE POWER: Inks New $100,000 Conv. Note With Union Capital DIOCESE OF HELENA: Ursulines Asks Court to Keep Stay DIOCESE OF HELENA: Dickstein Shapiro Okayed as Insurance Counsel DIOCESE OF HELENA: Court Okays Anderson ZurMuehlen as Accountant DIOCESE OF HELENA: Galusha Higgins Approved as CPAs DOLAN COMPANY: Case Summary and 30 Largest Unsecured Creditors EASTERN HILLS: Lain Faulkner Okayed as Ch.11 Trustee's Accountants EASTERN HILLS: Trustee Can Hire Sherman & Yaquinto as Counsel ELBIT IMAGING: Court Rejects Liquidation Request EMPIRE RESORTS: Director Au Fook Yew Resigns ENDEAVOUR INTERNATIONAL: Obtains $25-Mil. From Securities Sale ENOVA SYSTEMS: To Sell 7 Million Common Shares to CEO EVENT RENTALS: Can Proceed with April 21 Auction of Assets EVENT RENTALS: Has Authority to Pay Bonuses to Key Employees EXIDE TECHNOLOGIES: Taps King & Spalding as Antitrust Counsel EXIDE TECHNOLOGIES: To Hire M Cam as IP Consultant and Broker FLEXERA SOFTWARE: Moody's Affirms B2 CFR & Rates $25MM Debt B1 FLORIDA GAMING: Committee Allowed to Intervene in ABC Suit FLORIDA GAMING: Prepetition Lender Reserves Right re Sale Protocol FLORIDA GAMING: Sale Issues Create Confusion, Stalking Horse Says FRESH & EASY: Wants Plan Filing Date Extended Until May 30 FRESH & EASY: Settles California Employees' Wage Claims FRESH & EASY: Seeks to Reduce Former Workers' Claims GENERAL MOTORS: S&P Affirms 'BB' ICR; Outlook Positive GLOBAL GEOPHYSICAL: Moody's Lowers Corp. Family Rating to Caa2 GRAND CENTREVILLE: Hires Resource International as Consultant GRAND CENTREVILLE: Taps KLNB LLC as Broker and Agent GRAND CENTREVILLE: Hires Property Condition as Consultant GREEN FIELD: Creditors Object to Sealing of Examiner Report GREEN FIELD: To Sell Turbine Powered Technology to Noteholders GREEN POWER: UST Seeks Dismissal of Biofuels Company's Case GYMBOREE CORP: Bank Debt Trades at 10% Off HELLAS TELECOMMUNICATIONS: Liquidators File 2nd Suit v. TPG, Apax HOFFMASTER GROUP: S&P Revises Outlook to Neg. & Affirms 'B' CCR HOUSTON REGIONAL: Astros' Motion to Strike Removal Notice Denied HOUSTON REGIONAL: March 28 Closed-Door Meeting in Astros' Appeal HOUSTON REGIONAL: Seeks to Provide "Make-Good" Ads HOUSTON REGIONAL: Astros Request Oral Argument in Appeal INFOGROUP INC: Moody's Lowers CFR to 'B3'; Outlook Stable INNER HARBOR WEST II: Tiderock Files Involuntary Chapter 7 INSTITUTO MEDICO: Says US Trustee Fees for 2013 4th Qtr Was Paid INTERFAITH HOSPITAL: Files Ch. 11 Plan & Disclosure Statement ITT EDUCATIONAL: Delays Filing of 2013 Annual Report J.C. PENNEY: CEO to Get Base Salary of $1.5 Million JACK TSAI: Yang's Claim Pegged at $0 for Voting Purposes JEH COMPANY: United Country Cain Agency Okayed as Broker JEH COMPANY: Can Hires Arnold & Arnold as Special Counsel KEYWELL LLC: Court Okays Conway MacKenzie's Stallkamp as CRO KONTRABECKI GROUP: 9th Cir. Affirms Order Denying Bid to Seal LAREDO HOUSING: S&P Lowers Rating on 1994 Revenue Bonds to 'B' LEE ENTERPRISES: S&P Assigns 'B-' CCR & Rates $400MM Notes 'B-' LEE ENTERPRISES: Unveils Pricing of $400MM Senior Secured Notes LGI ENERGY: 8th Cir. Reduces SCE's Preference Liability LIFECARE HOLDINGS: Sale, Deal Opposed by U.S. Upheld on Appeal LIGHTSQUARED INC: Ergen Seeks to Disallow Bankruptcy Loan LIGHTSQUARED INC: Ergen Calls Suit Illicit Ploy to Help Falcone LIN MEDIA: S&P Puts 'BB-' Corp. Credit Rating on CreditWatch Neg. LONG BEACH MEDICAL: Court Sends Hospital to April 29 Auction LOUIS J. PEARLMAN: Orlando Judge Pares Akerman Fees M.A.R. REALTY: Has Deal With Bank to Market, Sell Real Property MCCLATCHY CO: Posts $18.8 Million Fiscal 2013 Net Income MEDIA GENERAL: S&P Puts 'B+' CCR on CreditWatch Positive METRO AFFILIATES: Exclusive Plan Filing Deadline Moved to May 5 METRO AFFILIATES: Lease Decision Deadline Extended Thru June 2 MI PUEBLO: Has Final Court Authority to Borrow $32MM in DIP Loans MICROVISION INC: Incurs $13.2 Million Net Loss in 2013 MINI MASTER: Hires Alice Net as Special Counsel MMRGLOBAL INC: Unit Inks Settlement Agreement with Walgreens MOBIVITY HOLDINGS: Adds Phil Guarascio to Board of Directors MMODAL INC: S&P Withdraws 'D' CCR Over Chapter 11 Filing MOBILESMITH INC: Sells Additional $450,000 Convertible Note MONTANA ELECTRIC: Cash Collateral Access Extended Until May 1 MT. GOX: Allowed Trading After Discovering Loss of Bitcoins NII HOLDINGS: PWC Approves SEC Disclosure About Dismissal NEONODE INC: Reports $13.1 Million 2013 Net Loss NNN 123: Plan Exclusivity Period Extended Until May 4 NOBLE LOGISTICS: Seeks to Sell Assets to Gladstone Unit for $14.5M NOVELIS INC: Moody's Puts 'B1' CFR on Review for Downgrade NUVILEX INC: Fully Pays Licensing Obligations to Austrianova OVERSEAS SHIPHOLDING: Sues Proskauer for $450M Over Tax Advice PACIFIC STEEL: Has Interim Authority to Use Cash Collateral PACIFIC STEEL: Seeks Authority to Obtain $8.5-Mil. in DIP Loans PACIFIC STEEL: Chuck Bridges Designated as Ch. 11 Representative PACIFIC STEEL: Seeks to Employ Binder & Malter as Counsel PENDRAGON PLC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR PHI GROUP: Incurs $134,000 Loss in March 31, 2012 Quarter PHOENIX CMI: Case Summary and Unsecured Creditor PLUG POWER: Offering $22.4 Million Common Shares PRESSURE BIOSCIENCES: Obtains $630,380 From Private Placement PRIME TIME INT'L: Schedules Filing Date Extended to April 29 PRIME TIME INT'L: Has Interim OK to Pay Critical Vendor Claims PROVISION HOLDING: Unit Inks Int'l Distributor Pact with AOTEX PULTEGROUP INC: S&P Raises CCR to 'BB+' on Stronger Credit Metrics QUANTUM FUEL: Incurs $6 Million Net Loss in Fourth Quarter RENAL CARE: S&P Affirms 'B' CCR on Incremental Debt Add-On RG STEEL: Asks Judge to Amend Final Cash Collateral Order RIVER-BLUFF ENTERPRISES: No Creditors' Committee Appointed RIVER-BLUFF ENTERPRISES: Bank Seeks Abandonment of Wash. Property SCRUB ISLAND: UST Amends Unsecured Creditors' Committee SEQUENOM INC: CEO to Retire, William Welch to Assume Position SIMPLEXITY LLC: Has Interim Authority to Tap DIP Loans SIMPLEXITY LLC: Former Workers Sue to Recover Unpaid Wages SOUNDVIEW ELITE: Trustee Hires Kinetic Partners as Consultant ST. FRANCIS' HOSPITAL: Wins Approval of Disclosure Statement SURVEYMONKEY INC: Moody's Affirms 'B2' Corporate Family Rating THERAPEUTICSMD INC: Reports $28.4 Million 2013 Net Loss TK SERVICES: Case Summary and 20 Largest Unsecured Creditors TRENTON TITANS: Folds Into Chapter 7 Liquidation TRANSGENOMIC INC: Inks $7-Mil. Conv. Preferred Stock Financing TRIDENT RESOURCES: S&P Revises Outlook & Cuts Rating to 'CCC+' TXU CORP: 2014 Bank Debt Trades at 31% Off TXU CORP: 2017 Bank Debt Trades at 29% Off VECTOR GROUP: Moody's Affirms B2 CFR & Ba3 Senior Secured Rating VELATEL GLOBAL: Xin Hua Acknowledges Receipt Loan Payment VERMILLION INC: Reports $1.8 Million Fourth Quarter Net Loss VICTOR OOLITIC: Judge Approves April 14 Auction for Assets VICTOR OOLITIC: Has Final Authority to Tap $3.5MM in DIP Loans VITRO SAB: Credit Agricole Asks Court to Enforce Judgment * Late-Filed State Income Tax Returns Not Discharged * U.S. High-Yield Defaults Remain Low in 2013, Fitch Says * Large Companies With Insolvent Balance Sheets ********* 22ND CENTURY: Approved to List Common Stock on NYSE MKT ------------------------------------------------------- 22nd Century Group, Inc., has received approval to list its common stock on the NYSE MKT. Trading on the NYSE MKT is expected to commence on Tuesday, March 11, 2014, under the Company's current symbol, XXII. In connection with this NYSE MKT listing, 22nd Century Group will cease trading on the OTCBB and OTCQB. "The listing of our common stock on NYSE MKT is an important milestone for the Company since many institutional investors and retail brokers looking to build a position in 22nd Century Group stock are not allowed to purchase OTC Bulletin Board stocks," stated Joseph Pandolfino, 22nd Century's Founder and CEO. He added, "22nd Century Group in recent months has implemented important components of its business plan and has delivered strong financial growth, and we anticipate our transition to the NYSE MKT will greatly facilitate continued growth in shareholder value as we meet additional upcoming milestones." "We welcome 22nd Century Group, Inc. to the NYSE MKT's listed company community," said Scott Cutler, executive vice president & head of global listings, NYSE Euronext. "We congratulate 22nd Century Group on its first day of trading on the NYSE MKT and look forward to a long-standing partnership with the company and its shareholders." 22nd Century Group selected Virtu Financial as its Designated Market Maker on the NYSE MKT. 22nd Century Group is currently scheduled to ring the opening bell at the New York Stock Exchange on Tuesday June 17, 2014. For additional information, please visit: www.xxiicentury.com About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.15 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. As of Dec. 31, 2013, the Company had $12.28 million in total assets, $4.76 million in total liabilities and $7.52 million in total shareholders' equity. Freed Maxick CPAs, P.C., in Buffalo, New York, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The accounting firm previously expressed substantial doubt about the Company's ability to continue as a going concern in their audit report on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that 22nd Century has suffered recurring losses from operations and as of Dec. 31, 2012, has negative working capital of $3.3 million and a shareholders' deficit of $6.1 million. Additional capital will be required during 2013 in order to satisfy existing current obligations and finance working capital needs as well as additional losses from operations that are expected in 2013, the report added. A123 SYSTEMS: Japan's NEC To Buy Unit of Battery Maker ------------------------------------------------------ Eric Pfanner, writing for The Wall Street Journal, reported that NEC Corp. of Japan said on March 24 it had succeeded in a second attempt to acquire a unit of A123 Systems LLC, an American provider of green-energy technologies that was funded by the Obama administration before filing for bankruptcy protection in 2012. According to the report, NEC has agreed to buy a division of A123 that provides power storage systems to alternative energy plants. NEC said it would pay about $100 million to acquire the business from Wanxiang Group Corp., a Chinese company that bought A123, including its automotive battery business, during the bankruptcy proceedings for $257 million. At the time, Wanxiang prevailed over a joint bid from NEC and Johnson Controls Inc., a Milwaukee-based company that was interested in A123's battery business, the report related. The deal prompted scrutiny from Republican U.S. lawmakers because of concern about American technology falling under Chinese control, and because A123 had received a $249 million grant from the U.S. Energy Department to promote alternative energy sources. A portion of the grant wasn't disbursed because of the bankruptcy. The deal underlines a shift in strategy at NEC, one of several troubled Japanese electronics giants that have been withdrawing from unprofitable consumer electronics businesses like smartphones and switching their attention to industrial businesses, the report further related. The unit that NEC is acquiring, called A123 Energy Solutions, had only $32 million in sales last year, but the Japanese company has high hopes for the arm, which is based in Westborough, Mass., the report said. About A123 Systems Based in Waltham, Massachusetts, A123 Systems Inc. designed, developed, manufactured and sold advanced rechargeable lithium-ion batteries and battery systems and provided research and development services to government agencies and commercial customers. A123 was the recipient of a $249 million federal grant from the Obama administration. A123 and U.S. affiliates, A123 Securities Corporation and Grid Storage Holdings LLC, sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 12-12859 to 12-12861) on Oct. 16, 2012. A123 disclosed assets of $459.8 million and liabilities totaling $376 million. Lawyers at Richards, Layton & Finger, P.A., and Latham & Watkins LLP serve as the Debtors' counsel. Lazard Freres & Co. LLC acts as the Debtors' financial advisors, while Alvarez & Marsal serves as restructuring advisors. Logan & Company Inc. serves as the Debtors' claims and noticing agent. Brown Rudnick LLP and Saul Ewing LLP serve as counsel to the Official Committee of Unsecured Creditors. Prior to the bankruptcy filing, A123 had an agreement to sell an 80% stake in the business to Chinese auto-parts maker Wanxiang Group Corp. U.S. lawmakers opposed the deal over concerns on the transfer of American taxpayer dollars and technology to China. When it filed for bankruptcy, the Debtors presented a deal to sell all assets to Johnson Controls Inc., subject to higher and better offers. At the auction in December 2012, most of the assets ended up being sold for $256.6 million to Wanxiang. The deal received approval from the Committee on Foreign Investment in the U.S. on Jan. 29, 2013. A123 Systems was renamed B456 Systems Inc., following the sale. Wanxiang America Corporation and Wanxiang Clean Energy USA Corp. are represented in the case by lawyers at Young Conaway Stargatt & Taylor, LLP, and Sidley Austin LLP. JCI is represented in the case by Josh Feltman, Esq., at Wachtell Lipton Rosen & Katz LLP. In May 2013, the Delaware bankruptcy court confirmed the liquidation plan for A123 Systems Inc. The Plan repays all secured creditors in full with some money left over for unsecured creditors. Holders of $143.8 million in subordinated notes are projected to recoup 36.3 percent. If B456 Systems Inc., the company's new name, reduces claims to amounts the company believes correct, the recovery on the subordinated notes could increase to 62.9 percent, according to the disclosure statement. General unsecured creditors, who previously were said to have $124 million in claims, would have roughly the same recovery. ACCO BRANDS: S&P Raises Rating on $500MM Sr. Unsec. Notes to 'BB-' ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its corporate credit rating on Lake Zurich, Ill.-based ACCO Brands Corp. at 'BB-'. The outlook is stable. At the same time, S&P raised the issue-level rating on the $500 million senior unsecured notes to 'BB-' from 'B+'. S&P revised the recovery rating for the notes to '4', reflecting its expectations for average (30% to 50%) recovery in the event of payment default, from '5'. S&P also affirmed the 'BB+' issue-level rating on ACCO's $780 million senior secured credit facility (which consists of a $530 million term loan A and $250 million revolving credit facility) due 2018. The recovery rating for the senior secured facility is unchanged at '1', reflecting S&P's expectations for very high (90% to 100%) recovery in the event of payment default. The ratings on ACCO reflect S&P's view that the company's financial risk profile is "aggressive" and the business risk profile is "fair." The outlook is stable, reflecting S&P's view that the company will sustain credit measures over the next 12 months despite a low- single-digit decline in revenue as it reduces debt with free operating cash flow, sustains or improves its current operating performance, and maintains adequate liquidity. AGFEED INDUSTRIES: Agrees to Revocation of Stock Registration ------------------------------------------------------------- AgFeed USA, LLC, et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve the settlement agreement with the Securities and Exchange Commission under which AgFeed Industries, Inc., will agree to the revocation of the registration of its securities pursuant to section 12(j) of the Securities Exchange Act of 1934. Prior to the Petition Date, AgFeed Industries was a publicly traded company with approximately 67 million shares of common stock issued. In 2011, the Board of Directors of AgFeed Industries discovered accounting irregularities related to certain of AgFeed Industries' assets in China, in particular some of the legacy hog-farm operations and feed mills acquired by AgFeed Industries during 2007 and 2008. As a result of this discovery and the subsequent investigation by the special committee appointed by the Board, AgFeed Industries concluded that its audited financial statements for the year ended Dec. 31, 2008, should no longer be relied upon and began the process of restating its historical financials. In connection with the accounting irregularities, the SEC issued a formal order of investigation in January 2012, the scope of which related primarily to whether AgFeed Industries' financial reporting and disclosures violated the federal securities laws. In February 2012, AgFeed Industries voluntarily delisted from the NASDAQ. In light of AgFeed Industries' failure to file the requisite annual reports and quarterly/periodic reports, the SEC proposed that AgFeed Industries enter into the settlement agreement concerning the revocation of AgFeed Industries' registration, which provides for AgFeed Industries' consent to the revocation of its registration pursuant to section 12(j) and is subject to Bankruptcy Court approval. Additionally, the settlement agreement provides for the waiver of certain AgFeed Industries' rights in connection with a section 12(j) proceeding before the SEC. The Debtors submit that the settlement agreement satisfies the relevant factors set forth by the Third Circuit and should be approved pursuant to section 105(a) of the Bankruptcy Code and Rule 9019 of the Federal Rules of Bankruptcy Procedure. A hearing on the motion will be held on April 9, 2014, at 10:30 a.m. (ET). Objections are due March 26. The Debtors are represented by Ian J. Bambrick, Esq., Robert S. Brady, Esq., Donald J. Bowman, Jr., Esq., and Robert F. Poppiti, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. AGFEED INDUSTRIES: Asks Court to Approve Settlement With SEC ------------------------------------------------------------ AgFeed Industries, Inc. asked U.S. Bankruptcy Judge Brendan Linehan Shannon to approve an agreement it made with the Securities and Exchange Commission. Under the deal, AgFeed Industries will agree to the revocation of the registration of its securities pursuant to section 12(j) of the Securities Exchange Act of 1934. The agreement also provides for the waiver of certain of the company's rights in connection with a section 12(j) proceeding before the agency. AgFeed Industries entered into the agreement following its failure to file annual reports since March 16, 2011, and periodic or quarterly reports for any fiscal period subsequent to its fiscal quarter ended June 30, 2011. The agreement can be accessed for free at http://is.gd/xOrGe5 A court hearing is scheduled for April 9. Objections are due by March 26. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. AGFEED INDUSTRIES: Gets Approval to Settle AF Sellco Claims ----------------------------------------------------------- AgFeed Industries, Inc. received court approval for a deal, which settles the claims of AF Sellco LLC against the company. Under the deal, AF Sellco can assert a $4.3 million secured claim against AgFeed Industries. In exchange, AF Sellco will release all liens it held on the equity interests of AgFeed USA, LLC. AF Sellco's claims stemmed from a 2010 membership purchase agreement it made with AgFeed Industries under which the latter agreed to purchase all of the outstanding equity interests of AgFeed USA. AgFeed Industries allegedly defaulted under a promissory note it delivered to AF Sellco as part of its acquisition of AgFeed USA's equity interests. A full-text copy of the settlement agreement is available without charge at http://is.gd/irHFr2 About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. AGFEED INDUSTRIES: Seeks to Reject Contracts With POEI, et al ------------------------------------------------------------- AgFeed USA, LLC has filed a motion seeking court approval to reject seven contracts which, the company says, are no longer beneficial to its business. The contracts to be rejected include four agreements the company made with Premier Office Equipment Inc. A list of the contracts can be accessed for free at http://is.gd/e8BJCa The contracts were not assumed by High Plains Pork LLC and two other companies when they acquired substantially all of the assets of AgFeed USA and its subsidiaries, which are in bankruptcy protection. About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. ALLIED IRISH: Releases Full Year 2013 Results ---------------------------------------------- Allied Irish Banks, p.l.c announced annual results for the full year ended Dec. 31, 2013. * Total operating income up 34% to EUR1.9bn * Net Interest Margin (NIM) (excluding ELG) of 1.37%, up from 1.22% in 2012 * H2 2013 NIM of 1.67% excluding ELG and NAMA senior bonds * Operating expenses down 16% (1) or EUR278m with staff costs down 18% * Pre-provision operating profit of EUR445 million in 2013, EUR769m higher than 2012 * Total provisions down 25% to EUR1.9bn including substantially all of the Central Bank of Ireland Balance Sheet Assessment (BSA) * Loss before tax down EUR2bn or 55% to EUR1.7bn Balance Sheet Fundamentals Improved - Positioned for Lending Growth * Loan to deposit ratio of 100%, down 15% from end 2012 reflecting lower net loans and increased customer accounts * Monetary Authority Funding of EUR12.7bn, a reduction of 43% from end 2012 * EUR2bn in debt capital market issuances during 2013 * Pension deficit reduced ?0.7bn to ?0.1bn at end Dec 2013 * Core Tier 1 Capital ratio of 14.3% with a Basel III fully loaded CET 1 ratio of 10.5% (3) including substantially all of the BSA * Total impaired loans, together with past due but not impaired loans, decreased by c.EUR1.0bn * AIB met its targets in relation to the restructuring of mortgage and SME arrears with the resolution of arrears the number one priority for the bank Irish lending support in 2013 * AIB approved over EUR7bn in lending into the Irish economy * SME lending approvals of over EUR4bn to c.32k customers, with approvals for new loan facilities to SMEs up c.22% year on year * Estimated 38% market share of drawdowns in the Irish mortgage market Capital Structure During the course of 2014 the bank intends to provide further guidance on AIB's capital targets. The Department of Finance has indicated that it will enter into discussions with AIB during 2014 regarding AIB's future capital structure including the potential conversion of 2009 preference shares into equity and potential options in respect of the contingent capital notes. Any possible actions would be subject to all required shareholder and regulatory approvals. The potential conversion of preference shares into equity and the resulting clarity regarding AIB's "fully loaded" Basel III CET1 position is considered a key step towards capital structure simplification. CEO Comment AIB's Chief Executive, David Duffy, described the annual results as continued evidence of the positive impact of the bank's revised strategy on operating performance. "2013 was a year of steady progress at AIB as we implemented our strategic objectives which saw the bank return to pre-provision, pre-exceptional, operating profit for the year." "A number of important milestones have been reached and the fundamentals of AIB's performance are now trending more positively both from an operational and economic perspective". "We are well positioned in our customer businesses, we have leading market shares across the bank's key product lines in Ireland and we continue to invest in our franchise. We are committed to supporting our customers and economic recovery in Ireland by providing credit and a wide range of products to our personal, business and corporate customers. We approved over EUR7bn in mortgage, personal, SME and corporate lending to the Irish economy during 2013 and we are targeting EUR7bn - EUR10bn in lending approvals, per year, over the next five years". "We remain focused on sustainable growth and returning to profitability during 2014. Notwithstanding the ongoing challenges facing the bank, we are more optimistic for the outlook of both the bank and the Irish economy," he said. A copy of the press release is available for free at: http://is.gd/0yLbgF About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. The Company reported a loss of EUR2.29 billion in 2011, a loss of EUR10.16 billion in 2010, and a loss of EUR2.33 billion in 2009. Allied Irish's consolidated statement of financial position for the year ended Dec. 31, 2011, showed EUR136.65 billion in total assets, EUR122.18 billion in total liabilities and EUR14.46 billion in shareholders' equity. Allied Irish's balance sheet at June 30, 2012, showed EUR129.85 billion in total assets, EUR116.59 billion in total liabilities and EUR13.26 billion in total shareholders' equity. APPVION INC: Suspending Filing of Reports with SEC -------------------------------------------------- Appvion, Inc., has ceased to voluntarily file reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. Appvion is a 100 percent-owned subsidiary of Paperweight Development Corp. Paperweight Development Corp. voluntarily files reports pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934. About Appvion, Inc. Appleton, Wisconsin-based Appvion -- http://www.appvion.com/-- creates product solutions through its development and use of coating formulations, coating applications and Encapsys(R) microencapsulation technology. The Company produces thermal, carbonless and security papers and Encapsys products. Appvion has manufacturing operations in Wisconsin, Ohio and Pennsylvania, employs approximately 1,700 people and is 100 percent employee- owned. The Company's balance sheet at Sept. 29, 2013, showed $558.91 million in total assets, $931.51 million in total liabilities and a $372.59 million total deficit. * * * Appleton Papers carries a 'B' corporate credit rating, with stable outlook, from Standard & Poor's. IT has a 'B2/LD' probability of default rating from Moody's. As reported by the TCR on Nov. 15, 2013, Moody's Investors Service upgraded Appvion Inc.'s corporate family rating (CFR) to B1 from B2. The upgrade reflects expectations of lower leverage and improved financial performance and recognizes the company's decreased borrowing costs and improved debt maturity profile as a result of the company's proposed financing. The rating outlook is stable. ARKANOVA ENERGY: Grants 2.5MM Stock Options to Execs. & Directors ----------------------------------------------------------------- Arkanova Energy Corporation entered into: (i) a Stock Option and Subscription Agreement with Pierre Mulacek, the Company's company's president, chief executive officer and a director, granting him 300,000 options in consideration for his continued services; (ii) a Stock Option and Subscription Agreement with Reginald Denny, the Company's chief financial officer and a director, granting him 300,000 options in consideration for his continued services; and (iii) a Stock Option and Subscription Agreement with Erich Hofer, a director of the Company's company, granting him 300,000 options in consideration for his continued services. The stock options are exercisable at $0.10 per share and are exercisable until March 1, 2019. Effective March 1, 2014, the Company granted an aggregate of 1,600,000 stock options to five individuals who are either directors, executive officers or key employees of the Company company. The Company issued: (i) 1,300,000 of the stock options to four U.S. persons relying on exemptions from registration provided by Section 4(a)(2) or Regulation D of the Securities Act of 1933; and (ii) 300,000 of the stock options to one non-U.S. person in offshore transactions relying on Regulation S and/or Section 4(a)(2) of the Securities Act of 1933. Arkanova Energy entered into an amendment agreement with Pierre Mulacek, which amends the July 17, 2012, executive employment agreement between the Company company and Mr. Mulacek. Under the terms of the amendment agreement, Mr. Mulacek agreed to reduce his salary from $240,000 to $135,000 annually. All other terms remain the same. In addition to granting 900,000 options to insiders, the Company granted the additional 700,000 options to two employees of its company who are not insiders. Each option is exercisable at $0.10 per share, and exercisable until the expiry date, which is March 1, 2019. About Arkanova Austin, Tex.-based Arkanova Energy Corporation is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. It holds mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. In their report on the consolidated financial statements for the fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed substantial doubt about its ability to continue as a going concern, citing that the Company has incurred cumulative losses since inception and has negative working capital. The Company's balance sheet at Dec. 31, 2013, showed $4.58 million in total assets, $14.38 million in total liabilities and a $9.80 million total stockholders' deficit. AVANTOR PERFORMANCE: Moody's Lowers Corp. Family Rating to 'B1' --------------------------------------------------------------- Moody's Investors Service has downgraded to B1 from Ba3 the corporate family rating (CFR) and to B1-PD from Ba3-PD the probability of default rating (PDR) of Avantor Performance Materials Holdings S.A. In addition, Moody's has downgraded to B1 from Ba3 the rating on the outstanding $220 million first lien, senior secured credit facility, issued by Avantor's subsidiary Avantor Performance Materials Holdings, Inc. The outlook on all ratings remains negative. "Our downgrade of Avantor's CFR to B1 reflects our updated expectation that the company will be unable to sustain profitability and achieve credit metrics that Moody's consider appropriate for the Ba3 rating," says Anthony Hill, a Moody's Vice President - Senior Analyst and lead analyst for Avantor. Moody's made the following assignments: Downgrades: Issuer: Avantor Performance Materials Holdings S.A. Outlook, Remains Negative Probability of Default Rating, Downgraded to B1-PD from Ba3-PD Corporate Family Rating, Downgraded to B1 from Ba3 Issuer: Avantor Performance Materials Holdings, Inc. Outlook, Remains Negative $35 million Senior Secured Bank Credit Facility due 2016, Downgraded to B1 (LGD3, 48%) from Ba3 (LGD3, 48%) $185 million Senior Secured Bank Credit Facility due 2017, Downgraded to B1 (LGD3, 48%) from Ba3 (LGD3, 48%) Ratings Rationale The rating action reflects Avantor's waning performance to date, as evidenced by the company's financial results for the quarter ended September 2013, and Moody's expectation of only modest improvement in the company's laboratory, pharmaceutical, and semiconductor end markets over the coming quarters. Newly formed in 2010 from the combination of a number of smaller companies, Avantor has limited operating history and scale. Additionally, the company continues to recover from a year of significant operating difficulties due to the failed implementation of a new enterprise resource planning (ERP) software system. Finally, the company's management, which will face ongoing integration and operational risks, remains untested and is not fully set. Moody's believes that management has made progress recovering from the failed ERP software implementation. Notwithstanding this improvement in operations, Moody's has lowered its expectations for the company's ability to stabilize its credit metrics to an appropriate level and as previously expected. As of quarter-end September 2013, Avantor's last twelve month revenues and EBITDA of $456 million and $46 million, respectively, were each approximately 10% lower than our expectations and after adjusting for ERP software related issues. Furthermore, while Avantor's EBITDA margin of 10.1% for the same period was modestly better than the 9.3% achieved by the company for financial year-end (FYE) December 2012, it was significantly lower than our expected range of 11.0% - 12.0%. The same is true for the company's EBIT margin of 3.1% for the same twelve-month period, which was modestly better than the 2.3% for FYE December 2012, but well below our expected range of 5.0% - 6.0%. All figures are on a Moody's- adjusted basis. The company's Moody's-adjusted leverage of 4.8x debt/EBITDA for the last twelve months ending September 2013, is adequate for the B1 rating. However, while Moody's do not expect Avantor to increase (or substantially decrease) its gross debt levels over the near-term, Moody's do expect profitability to remain modest resulting in a slight increase in leverage over the coming quarters. Moody's expect the limited profitability to be driven by a combination of (1) continued softness in Avantor's major end markets (laboratory, pharmaceutical, and semiconductor); and (2) lost business due to the poor ERP software implementation. Furthermore, Avantor has seen many significant top-level management changes, including three changes in the Chief Executive Officer (CEO) position in as many years. Avantor's third and current CEO (who is interim), Richard White, was recently appointed in September 2013 following the unexpected departure of the then incumbent CEO, John Steitz, who himself was the second CEO and had only been with the company for approximately one year prior to his departure. Before becoming CEO, Richard White was at Avantor for only one year as the newly appointed Chief Operating Officer (COO). From July 2013 through February 2014, Avantor had been operating without a Chief Financial Officer (CFO), though the company recently announced that Richard Gaynor has joined to fill this role. Offsetting slightly Avantor's weak operating performance and credit metrics is the company's most recent free cash flow (FCF) results. As the company recovers from the extraordinary calls on cash that resulted from the poor ERP software implementation, Avantor's FCF generation has begun to improve. At FYE December 2012, Avantor's Moody's-adjusted FCF to debt ratio of 0.4%; however, post Avantor's ERP-related expenditures; this ratio was 9.7% for the last twelve months ending September 2013, versus our expectation of around 3%. This ratio, which is an indicator of a company's ability to maintain debt service and other non- discretionary calls on cash, is typically considered credit negative when it remains below 6% for an extended period. Moody's considers Avantor's liquidity position to be adequate for its near term requirements. Moody's expect the company to exhibit an adjusted cash balance of approximately $35 million at FYE December 2013 and generate positive free cash flow over the next four quarters. Avantor's $35 million revolver due in 2015 was undrawn as of September 30, 2013. Negative Outlook The ongoing negative rating outlook primarily reflects Moody's expectation that Avantor's operating performance and credit metrics will continue to deteriorate because of (1) continued softness in Avantor's major end markets (laboratory, pharmaceutical, and semiconductor); and (2) lost business due to the poor ERP software implementation. What Could Change The Rating Up/Down Moody's does not expect any pressure to move the rating upward over the coming quarters. However, the rating agency could stabilize the rating outlook if Avantor were to (1) solidly, and consistently, generate positive free cash flow (FCF); (2) sustain a EBITDA margin above 9%; and (3) maintain a debt/EBITDA ratio of below 4.5x -- all on a Moody's-adjusted basis. Additionally, Moody's would expect to see the placement of an official-CEO in the coming quarters. Conversely, Moody's would likely downgrade Avantor's rating if a further deterioration in the company's operating performance were to result in the following: (1) negative free cash flow generation; (2) a retain cash flow/debt ratio of less than 5%; and/or (3) a debt/EBITDA ratio above 5.0x -- all on a Moody's- adjusted and sustained basis. Additionally, the failure to place an official-CEO and/or any top-level management changes over the coming quarters may negatively affect the rating. Avantor manufactures and markets high-purity fine chemicals and advanced materials for a range of applications including pharmaceutical production, research and lab testing, and semi- conductors. Avantor's products are marketed under various registered or trademarked brand names such as J. T. Baker, Macron Fine Chemicals, Rankem, BeneSphera, and POCH. The company reported revenues of $456 million as of the twelve months ended September 2013. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. BERNARD L. MADOFF: 5 Former Aides Found Guilty of Fraud ------------------------------------------------------- Rachel Abrams, writing for The New York Times' DealBook, reported that a federal jury found five associates of the convicted swindler Bernard L. Madoff guilty on 31 counts of aiding one of the largest Ponzi schemes in history. According to the report, the case centered around whether or not the employees had committed securities fraud and other deceptive acts to knowingly mislead auditors and investors in Madoff Securities. The trial in the United States District Court in Manhattan went on for more than five months, making it one of the longest white- collar trials in recent memory, the report related. The five aides each face decades in prison, although the judge will be able to use her discretion in sentencing, the report said. "I'd be very surprised if a federal judge thought it was appropriate to sentence somebody like this to several decades in prison," Samuel Buell, a professor of law at Duke University, told the news agency. Christopher M. Matthews, writing for The Wall Street Journal, reported that computer programmers Jerome O'Hara, 51 years old, and George Perez, 48, were convicted in federal court in Manhattan of creating phony customer accounts, while portfolio managers Annette Bongiorno, 66, and JoAnn Crupi, 53, were convicted of concocting phony trading records. Daniel Bonventre, 67, a former operations director for Mr. Madoff, helped gin up false books and records, the jury found. The case is USA v. O'Hara et al., Case No. 1:10-cr-00228 (S.D.N.Y.). 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. BROWNSVILLE MD: Pineda Asks Court to Lift Stay to Pursue Action --------------------------------------------------------------- Brownsville MD Ventures LLC asked U.S. Bankruptcy Judge Richard Schmidt to deny the motion to lift the automatic stay filed by secured creditor Pineda Grantor Trust II. A lawyer representing the trust had asked the bankruptcy judge to lift the injunction so that the trust can foreclose on its collateral -- a real property owned by Brownsville in Cameron County, Texas. The lawyer argued the trust's interest is not "adequately protected." In a court filing, Brownsville said it has sufficient equity in the real property to protect the interest of the trust and that the property is necessary for its restructuring. "The debtor's bankruptcy case is a single asset real estate case," said its lawyer, Kell Mercer, Esq., at Husch Blackwell LLP, in Austin, Texas. He pointed out that the real property is the most significant asset of the company. "Without the real property, the debtor's plan of reorganization cannot be implemented," Mr. Mercer said. Pineda Grantor is represented by: Ronald A. Simank, Esq. Schauer & Simank P.C. 615 North Upper Broadway, Suite 700 Corpus Christi, Texas 78401-0781 Telephone: 361-884-2800 Telecopier: 361-884-2822 About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BROWNSVILLE MD: Court Approves Outline of Proposed Exit Plan ------------------------------------------------------------ Brownsville MD Ventures, LLC is now a step closer to emerging from bankruptcy protection after getting court approval of an outline of its Chapter 11 plan. Judge Richard Schmidt of U.S. Bankruptcy Court for the Southern District of Texas on Feb. 26 approved the disclosure statement, saying it contains "adequate information" for creditors to decide on whether to support the company's restructuring plan. The bankruptcy judge also gave the company the go-signal to begin the solicitation of votes from creditors. Brownsville needs to obtain a majority of votes accepting the plan and a court order confirming the plan to exit bankruptcy. Creditors entitled to vote are required to cast their ballots on or before March 28, which is also the deadline for filing objections to confirmation of the plan. Judge Schmidt will hold a hearing on April 1, at 10:00 a.m., to consider approval of the plan. Brownsville on Nov. 22 filed a restructuring plan, which proposes to sell its real property in Brownsville, Texas. The net sale proceeds will be used to pay claims of creditors, including the claims of Cameron County and Pineda Grantor Trust II. The plan contemplates either a sale of the property by Dec. 31, or if it isn't sold within this year, the trust will receive title to the property free and clear of all liens, claims and encumbrances except for the lien of Cameron County. The reorganized company will fund its cash obligations under the plan with cash on hand, with cash realized from the return of funds held on deposit by the trust, and by selling the property. The proposed listing price for the property will be between $15 million to $18 million. On the effective date of the plan, the reorganized company will have a board of managers consisting of Chester Gonzalez, the Sanchez Family Limited Partnership, and Bradley Nordyke. Mr. Gonzalez will be the managing member and will be responsible for the management of the reorganized company. A full-text copy of Brownsville's disclosure statement is available for free at http://is.gd/aJNxvv About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. CAESARS ENTERTAINMENT: Bank Debt Trades at 6% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 93.60 cents-on-the-dollar during the week ended Friday, March 21, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.52 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CAMCO FINANCIAL: Huntington Bancshares Acquires Advantage Bank -------------------------------------------------------------- Huntington Bancshares Incorporated has completed its merger with Camco Financial Corp., parent company of Advantage Bank, based in Cambridge, Ohio. The simultaneous closing and conversion were completed successfully with the Advantage banking offices having opened March 3, 2014, as Huntington branches. "We are extremely pleased to welcome the more than 55,000 customers of Advantage Bank to Huntington," said Stephen D. Steinour, chairman, president and CEO of Huntington Bank. "With the addition of nine new branches, former Advantage customers and long-time Huntington customers will enjoy more convenience and accessibility from Cambridge to Cincinnati. We are grateful to our customers for their ongoing commitment to Huntington and we look forward to continue to invest in products and services that will make banking easier for them." Advantage customers are now able to sign up for Huntington's Asterisk Free Checking an account that has no minimum balance requirement and comes with 24-Hour Grace overdraft protection, identity theft protection and platinum debit cards, among other features. Advantage small business owners can also begin working with Huntington's business bankers, who have helped the bank become the third largest SBA lender in the country as of the most recent fiscal year. Customers also will have access to Huntington's entire 1500-ATM network throughout the Midwest, with no service charge, including more than 700 traditional and in-store branches. Shareholders accounting for approximately 88 percent of Camco shares outstanding elected to receive Huntington common stock in the transaction. Because the merger agreement provides that 80 percent of the outstanding Camco shares will be converted into Huntington common stock (1) shareholders who validly elected the stock consideration will receive a portion of the merger consideration in the form of Huntington stock, with the remainder in cash, (2) shareholders who validly elected the cash consideration will receive all cash in the merger, and (3) all shareholders who failed to make a valid election will receive cash in the merger. Beginning Monday, March 10, Camco shareholders can call Computershare's Corporate Actions at 855-396-2084 and reference "Huntington" for additional information. 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. CEETOP INC: Jessie Wong Stake at 9.8% as of Feb. 20 --------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Jessie Wong disclosed that as of Feb. 20, 2014, she beneficially owned 4,039,500 shares of common stock of Ceetop, Inc., representing 9.86 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/lsNt6f About Ceetop Inc. Oregon-based Ceetop Inc., formerly known as China Ceetop.com, Inc., owned and operated the online retail platform before 2013. Due to excessive competition in online retail, the Company has transformed itself into an integrated supply chain services provider, and focuses on B to B supply chain management and related value-added services among enterprises. China Ceetop's balance sheet at June 30, 2013, showed $3.5 million in total assets, $4.0 million in total liabilities, and a stockholders' deficit of $463,482. Going Concern Uncertainty "For the year ended Dec. 31, 2012, our independent auditors, in their report on the financial statements, have indicated that the Company has experienced recurring losses from operations and may not have enough cash and working capital to fund its operations beyond the very near term, which raises substantial doubt about our ability to continue as a going concern. Management has made a similar note in the financial statements. As indicated herein, we must raise capital for the implementation of our business plan, and we will need additional capital for continuing our operations. We do not have sufficient revenues to pay our expenses of operations. Unless the Company is able to raise working capital, it is likely that the Company either will have to cease operations or substantially change its methods of operations or change its business plan," the Company said in its quarterly report for the period ended June 30, 2013. CHA CHA ENTERPRISES: Has Final OK to Obtain $9.3MM in DIP Loans --------------------------------------------------------------- Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, gave Cha Cha Enterprises, LLC, final authority to borrow up to an aggregate amount of $9,333,514, from Victory Park Capital Advisors, LLC, in order to repay the Debtor's prepetition debt obligations and facilitate the restructuring. About Cha Cha Enterprises Cha Cha Enterprises, LLC, is a California limited liability company formed in 1998 to purchase a fee interest in property located at 1775 Story Road, San Jose, California and a leasehold interest in property located at 1745 Story Road in San Jose. Cha Cha's primary business is the rental of real property. Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11 protection (Case No. 13-53893) on the same day. The cases are not jointly administered. Steven H. Felderstein, Esq., at Felderstein Fitzgerald Willoughby & Pascuzzi LLP serves as counsel. Robert B. Kaplan, P.C., Esq., and Nicolas De Lancie, Esq., at Jeffer Mangels Butler & Mitchell LLP, represents secured creditor Wells Fargo Bank, N.A. CITIZENS DEVELOPMENT: Court Enters Tentative Ruling on Plan ----------------------------------------------------------- Judge Laura S. Taylor issued a tentative ruling on Citizens Development Corp.'s Plan of Reorganization in late February 2014. The judge opined that subject to a resolution of the California State Board of Equalization (SBE)'s objection and subject to certain modifications to the Plan proposed by the Debtor, the Plan appears confirmable. As the Court understands, the modifications appear non-material, but the Debtor's counsel should be prepared to discuss the issue, Judge Taylor says. The Debtor's Plan initially drew objections from Ally Financial Inc. and the California State Board of Equalization (SBE). The Debtor and Ally entered into a stipulated settlement, which the Court appoved on Jan. 29, 2014, resulting in Ally's withdrawal of its objection. The SBE's objection remains extant. The Court also notes that the docket reflects that the Debtor is current on its monthly operating reports. About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., and Krikor Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Cal. Case No. 10-13024). Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citizens Development Corp. CITIZENS DEVELOPMENT: Seeks Further OK of Caufield's Retention -------------------------------------------------------------- Citizens Development Corp. asks the Bankruptcy Court to further approve Caufield & James LLP's employment as its special counsel under the terms and conditions of the employment application originally approved on Jan. 24, 2012. The Debtor seeks the continuation of Caufield's services as its special counsel in relation to its ongoing environmental litigation. Since 2012, Caufield has been representing the Debtor in the matter Citizens Development Corporation, Inc. v. County of San Diego, et al., Case No. 3:12-cv-00334-GPC-KSC, and rendering other legal services related to the alleged contamination of Lake San Marcos. Caufield will seek payment for services solely from the Debtor's insurance carriers. Jeffrey L. Caufield, Esq., a partner at Caufield & James LLP, assures the Court that his firm does not hold or represent any interest materially adverse to the Debtor or the Debtor's estate and is thus, a "disinterested person" as the term is defined in Sec. 101(14) of the Bankruptcy Code. The U.S. Trustee said it has no objection to the Debtor's request. About Citizens Development San Marcos, California-based Citizens Development Corp., owns and operates the Lake San Marcos Resort and Country Club located in San Diego County. The Company filed a voluntary petition for relief under Chapter 11 (Bankr. S.D. Cal. Case No. 10-15142) on August 26, 2010. Ron Bender, Esq., and Krikor Meshefejian, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, represent the Debtor. The Debtor estimated its assets and debts at $10 million to $50 million. Chapter 11 petitions were also filed by affiliates LSM Executive Course, LLC (Bankr. S.D. Cal. Case No. 10-07480), and LSM Hotel, LLC (Bankr. S.D. Cal. Case No. 10-13024). Tiffany L. Carroll, Acting U.S. Trustee for Region 15, was unable to appoint an official committee of unsecured creditors in the Chapter 11 case of Citizens Development Corp. COMMUNITY HOME: EFP and BHT Balk at Protocol to Settle Claims ------------------------------------------------------------- The Bankruptcy Court will convene a hearing on April 1, 2014, at 2:30 p.m., to consider the motion to approve procedures for compromise and settlement of class of claims filed by Kristina M. Johnson, the Chapter 11 trustee for Community Home Financial Services, Inc. At the hearing, the Court will also consider the response filed by creditors Edwards Family Partnership, LP, and Beher Holdings Trust. On March 7, EFP and BHT noted that the Chapter 11 trustee seeks to establish a reasonable and appropriate protocol for determining loan payoff amounts and the satisfaction of loan balances in circumstances where customers/borrowers seek to pay off loans which were, or are now, being serviced by the Debtor CHFS. EFP and BHT contend that any such protocol must be approved on an interim basis until the time as the trustee obtains the actual loan files. Alternatively, EFP and BHT requested that an alternative protocol for calculating or determining proposed payoff amounts be established for loans purchased by or assigned to EFP or BHT for which they or their custodians hold the original notes. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. Kristina M. Johnson has been appointed the Chapter 11 trustee for Community Home Financial Services, at the behest of the United States Trustee. COMMUNITY HOME: Motion to Amend Order Appointing Trustee Dismissed ------------------------------------------------------------------ The Hon. Edward Ellington of the U.S. Bankruptcy Court for the Southern District of Mississippi dismissed the motion to alter or amend the order approving the appointment of Kristina M. Johnson as Chapter 11 trustee for Community Home Financial Services, Inc. The Court, in its March 5, 2014 order, said the motion to amend has been withdrawn with prejudice and the appointment order, which is dated Jan. 21, is now final and non-appealable. The Court said it has been advised that the motion and objection to the relief are withdrawn with prejudice, subject to an agreement that no appeals will be filed. Henry G. Hobbs, Jr., Acting U.S. Trustee for Region 5, in its response to the Debtor and William D. Dickson's motion to alter, stated that the movants have provided no grounds that satisfy the requirements for alteration or amendment. Mr. Hobbs is represented by Margaret O. Middleton, Esq. On Feb. 25, Jeffrey R. Barber, Esq., at Jones Walker LLP, on behalf of Ms. Johnson, objected to the motion, stating that the motion does not seek to correct a manifest error of law or fact or to present newly discovered evidence. On Feb. 20, EFP and BHT filed their response to the motion, stating that the motion must be denied because Dickson/CHFS have failed to present sufficient proof to permit amendment or alteration of the Order. In an order dated March 4, the Court dismissed, as moot, the motions to (i) appoint a Chapter 11 trustee filed by Edwards Family Partnership, LP and Beher Holdings Trust; and (ii) appoint an examiner filed the Debtor, in relation to the Court having granted the U.S. Trustee's emergency motion to appoint a trustee, and subsequently approving Ms. Johnson's appointment. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. COMMUNITY HOME: Derek Henderson May Withdraw as Counsel ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Mississippi authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at the law firm of Mullin, Hoard & Brown to withdraw as counsel for Community Home Financial Services, Inc. The Court, in its order, stated that Messrs. Henderson and Mullin have resolved the matter with Kristina M. Johnson, as Chapter 11 trustee, in relation to her limited objection filed on Feb. 25, 2014. The Chapter 11 trustee objected specifically to the allegations that there "are no obligations remaining for either of [the counsel] in their respective capacities." The trustee said that there are pending turnover demands and other requests for information that the trustee has demanded of Mr. Henderson and Mr. Mullin. As reported in the Troubled Company Reporter on Feb. 26, 2014, Messrs. Henderson and Mullin stated that there were no obligations remaining for them and requested that they be relieved of any additional obligations to the estate, and be allowed to participate as necessary for finalizing fee applications. The Court on Nov. 26 authorized the Debtor to employ Mr. Mullin of Mullin Hoard & Brown LLP, as special counsel. However, the Court on Nov. 27 issued an order holding the matter in abeyance. As reported in the TCR on Dec. 5, 2013, Edwards Family Partnership and Beher Holdings Trust objected to the Debtor's application to employ the Mullin firm as special counsel, and asked that the Court deny the motion or hold it in abeyance pending the outcome of a motion to appoint a trustee in this case. The Debtor had sought to retain Mr. Mullin, an out of state attorney, as special counsel to represent it in adversary proceedings and contested matters in its bankruptcy proceeding; and proposed to pay Mr. Mullin at the rate of $325 per hour plus costs with a retainer of $50,000. EFP and BHT, which claim to hold 99.9% of the claims in the Chapter 11 case, argued that employment of counsel from out-of- state will necessarily increase the administrative costs of the case and there has been no showing that additional counsel, if necessary, could not be obtained from Mississippi. About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. Kristina M. Johnson has been appointed the Chapter 11 trustee for Community Home Financial Services, at the behest of the United States Trustee. COMPASS PUBLIC: S&P Lowers Rating on 2010A Revenue Bonds to 'BB+' ----------------------------------------------------------------- Standard & Poor's Ratings Services has lowered its long-term rating to 'BB+' from 'BBB-' on Idaho Housing & Finance Assn.'s series 2010A tax-exempt nonprofit facilities revenue bonds and 2010B taxable nonprofit facilities revenue bonds issued on behalf of Compass Public Charter School (Compass). The outlook is stable. "The lower rating reflects Standard & Poor's evaluation of the credit risks associated with Compass, specifically lower liquidity and less than 1x current and maximum annual debt service coverage (MADS) as the result of negative operations, and the continued use of reserves to balance operations," said Standard & Poor's credit analyst Debra Boyd. "It also recognizes the school's enterprise profile with enrollment near physical and charter capacity, strong academic performance, and a stable management team," added Ms. Boyd. Bond proceeds were used to fund the purchase of the school's existing single-site facility, a 38,065-square-foot school on a 3.6-acre site. The school has pledged its gross revenues, which primarily consist of payments from the state on a per-pupil average daily attendance basis, for loan payments. Its obligation to make payments is absolute and unconditional, even in the event of damage to or the destruction of the facility. Bondholders are provided mortgage and security interests in the facility. COOPER-STANDARD HOLDINGS: Moody's Rates New $725MM Sec. Debt 'B1' ----------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Cooper-Standard Holdings Inc.'s (CS Holdings) proposed $725 million of senior secured term loan. CS Holdings Inc. is the parent holding company of Cooper-Standard Automotive Inc. (Cooper-Standard). In a related action, Moody's affirmed the Corporate Family and Probability of Default Ratings of CS Holdings at B2 and B2-PD, respectively, and the company's existing debt ratings. CS Holdings' Speculative Grade Liquidity Rating was affirmed at SGL-3. The rating outlook is changed to positive from stable. The proposed $725 million of senior secured term loans is expected to be issued by an intermediate holding company of Cooper-Standard with the intermediate holding company subsequently merged into Cooper-Standard. The net proceeds from the proposed term loan is expected to be used to refinance $200 million in aggregate principal amount of Senior PIK Toggle Notes due 2018 at CS Holdings, $450 million in aggregate principal amount of 8�% Senior Notes due 2018 at Cooper-Standard, pay related fees and expenses, and provide cash to the balance sheet. Upon completion of the transaction, annual interest expense is expected to materially reduce. The consummation of the refinancing is subject to market and other customary conditions. The following rating was assigned: Cooper-Standard Automotive Inc. $725 million senior secured term loan due 2021, at B1 (LGD3, 39%) The following ratings were affirmed: Cooper-Standard Holdings Inc. Corporate Family Rating, at B2; Probability of Default, at B2-PD. $200 million unguaranteed senior unsecured notes due 2018, at Caa1 (LGD6, 93%), (this rating will be withdrawn upon its repayment): Speculative Grade Liquidity Rating, at SGL-3 Cooper-Standard Automotive Inc. $450 million guaranteed senior unsecured notes due 2018, at B2 (LGD3, 49%), (this rating will be withdrawn upon its repayment): The $150 million asset based revolving credit facility is not rated by Moody's. Following the completion of the transaction, CS Holdings' Corporate Family, Probability of Default, and Speculative Grade Liquidity Ratings will be assigned to Cooper-Standard Holdings Inc. and withdrawn at CS Holdings. Ratings Rationale The change of Cooper-Standard's rating outlook to positive reflects the expected improvement in borrowing costs from the proposed refinancing combined with management's indication that certain start-up costs related to the launch of some sealing and trim products will be eliminated by mid-year 2014. On a pro forma basis, as a result of the improvement in borrowing costs, EBITA/Interest for 2013 is estimated to improve to 3x from an actual of 2.1x (inclusive of Moody's standard adjustments). Pro forma Debt/EBITDA is estimated to be 4.1x at year-end 2013 compared to an actual of 3.8x. Yet, Cooper-Standard's operating performance has supported improved leverage following the incremental debt assumed to fund shareholder returns in the second quarter of 2013. The rating outlook is also supported by the company's leading market positions in its fluid handling and vehicle sealing systems businesses. Despite challenging operating conditions in Europe (about 35% revenues) for 2013, Cooper Standard was able to grow revenues in the region and decrease segment operating losses compared to the prior year. Moody's forecasts demand in Europe to grow 3% in 2014 which should support the company's prospects in the region. Cooper-Standard generates about 52% of revenues in North America where Moody's forecasts U.S. demand to improve about 3% in 2014. Management has also guided to increasing capital expenditures and ongoing restructuring actions to support the company's growth and margin improvement over the intermediate- term. Cooper-Standard's SGL-3 Speculative Grade liquidity profile incorporates the anticipation of an adequate liquidity profile over the near-term supported by cash on hand and availability under the $150 million asset based revolving credit facility. At December 31, 2013, the company had $184 million of cash on hand. A portion of the proceeds from the proposed term loan is expected to provide additional cash to the balance sheet. The revolving credit facility was undrawn and had availability of about $113 million after $37 million of issued letters of credit. Moody's believes Cooper-Standard will generate positive free cash flow over the next twelve months supported by improved operating margins. As of December 31, 2013, the company sold about $104 million of factored receivables on a non-recourse and recourse basis. The risk of these outlets being available over the long-term weighs on the company's liquidity profile. The primary financial covenant under the asset based revolver is a springing fixed charge covenant of 1.0 to 1 when availability falls below the greater of $15 million or 10% of the facility commitment. The proposed term loan is not expected to have financial maintenance covenants. Future events that have the potential to drive a higher rating include continued free cash flow generation with improvement in operating performance resulting in Debt/EBITDA at 3.5x and EBITA/Interest coverage, inclusive of restructuring, approaching 3.5x. Future events that have the potential to drive a lower outlook or rating include weaknesses in global automotive demand which is not offset by successful restructuring actions resulting in EBITA margins approaching 4.0%, EBITA/Interest coverage approaching 2x, increased borrowings or earnings declines leading to Debt/EBITDA leverage approaching 5x. Debt funded shareholder returns or a weakening liquidity position would also drive a lower outlook or rating. The principal methodology used in this rating was the Global Automotive Supplier Industry published in May 2013. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Cooper-Standard, headquartered in Novi, Mich., is a leading global supplier of systems and components for the automotive industry. Products include sealing and trim, fuel and brake delivery, fluid transfer, thermal and emissions and anti-vibration systems. Cooper-Standard employs more than 25,300 people globally and operates in 19 countries around the world. The company had net sales of $3.1 billion in 2013. DEVONSHIRE PGA: Gets More Time to Remove Actions ------------------------------------------------ U.S. Bankruptcy Judge Christopher Sontchi has given Devonshire PGA Holdings LLC until April 15 to file notices of removal of lawsuits or actions involving the company and its affiliated debtors. The extension gives the company an opportunity "to make more fully informed decisions" concerning the removal of any pre-bankruptcy lawsuit or action, according to its lawyer, M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. Devonshire PGA Holdings LLC has officially emerged from bankruptcy protection on Jan. 1, exactly one month after its Chapter 11 plan of reorganization was confirmed by the bankruptcy judge. The restructuring plan aimed to see secured lender Erickson Living Properties LLC swap its debt for equity in a reorganized company. About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. DEVONSHIRE PGA: Gets Court Approval to Pay Prepetition Taxes ------------------------------------------------------------ Devonshire PGA Holdings LLC received approval from U.S. Bankruptcy Judge Christopher Sontchi to pay real property taxes for the 2013 tax year. The court order authorizes the company to pay its taxes to the appropriate Palm Beach County taxing authority in an aggregate amount of up to $1.25 million. About Devonshire PGA Holdings Operators of assisted living facilities, led by Devonshire PGA Holdings LLC, sought Chapter 11 bankruptcy in U.S. Bankruptcy Court in Wilmington, Delaware on Sept. 19, 2013. Chatsworth PGA Properties (Bankr. D. Del. Case No. 13-12457) has estimated liabilities of between $100 million and $500 million, and assets of up to $10 million. Chatsworth PGA Properties provides assisted living services for the elderly. It also offers nursing and dementia care. Devonshire PGA Holdings LLC (Case No. 13-12460), the owner of an assisted-living facility in Florida, and based in Palm Beach Gardens, estimated under $50,000 in assets and up to $50 million in debts. Another entity, Devonshire at PGA National LLC, estimated more than $100 million in both assets and debt. The Debtors are represented by M. Blake Cleary, Esq., at Young Conaway Stargatt & Taylor, LLP, as counsel. Epiq Bankruptcy Solutions, LLC, serves as claims agent, and as administrative advisor for the Debtors. Alvarez & Marsal Healthcare Industry Group, LLC, serves as restructuring advisors, and Alvarez's Paul Rundell serves as Chief Restructuring Officer. An official committee of unsecured creditors has not yet been appointed in these cases by the Office of the United States Trustee. CYCLONE POWER: Inks New $100,000 Conv. Note With Union Capital -------------------------------------------------------------- Union Capital LLC entered into a debt purchase agreement with TCA Global Credit Master Fund L.P., pursuant to which Union purchased from TCA $100,000 in principal amount of debt owed to TCA from Cyclone Power Technologies, Inc., under a Senior Secured Redeemable Debenture, effective Sept. 1, 2013. Subsequent to the closing of the Purchase Agreement, the Company entered into a new 10 percent Convertible Redeemable Note with Union, due Feb. 26, 2015, in the principal amount of $100,000. The principal amount and interest of the Note can be converted to common stock of the Company immediately at a discount of 42 percent of the average two lowest closing prices for the Company's common stock in the previous ten day period. The Note was not registered under the Securities Act of 1933 (the Act) and was issued pursuant to an exemption from registration under Section 4(2) of the Act. About Cyclone Power Pompano Beach, Fla.-based Cyclone Power Technologies, Inc. (Pink Sheets: CYPW) is a clean-tech engineering company, whose business is to develop, commercialize and license its patented Rankine cycle engine technology for applications ranging from renewable power generation to transportation. The Company is the successor entity to the business of Cyclone Technologies LLLP, a limited liability limited partnership formed in Florida in June 2004. Cyclone Technologies LLLP was the original developer and intellectual property holder of the Cyclone engine technology. Cyclone Power disclosed a net loss of $3 million on $1.13 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $23.70 million on $250,000 of revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.39 million in total assets, $4.61 million in total liabilities and a $3.21 million total stockholders' deficit. Mallah Furman, in Mallah Furman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's dependence on outside financing, lack of sufficient working capital, and recurring losses raises substantial doubt about its ability to continue as a going concern. DIOCESE OF HELENA: Ursulines Asks Court to Keep Stay ---------------------------------------------------- Matt Volz, writing for The Associated Press, reported that an order of nuns being sued by people who claim they were sexually abused as children at the Ursuline Academy in St. Ignatius is asking a federal judge to refuse a request from the victims' attorneys to proceed with their lawsuit in state court. The AP recounted that District Judge Jeffrey Sherlock of Helena halted state sex-abuse lawsuits against the Ursulines and the Roman Catholic Diocese of Helena after the diocese filed for federal bankruptcy protection in January as part of a proposed $15 million settlement. Judge Sherlock previously combined the proceedings in the two state lawsuits filed by a total of 362 people who say they were abused between the 1940s and 1970s across western Montana. The AP said the Ursulines are not participating in the settlement negotiated by the diocese. According to the report, the plaintiffs' attorneys said the stay should be applied only to the diocese as the debtor, not the Ursulines, who are a third party in the bankruptcy case. The report noted that attorneys for the Ursulines say the state lawsuit can't properly proceed without participation of the diocese, because the two cases are too closely linked and the Ursulines have their own claims against the diocese. "It is simply too early in this Chapter 11 case to allow the litigation to proceed, even if only against the Ursulines," attorney Susan Boswell, Esq., wrote in her March 18 filing asking the judge to reject the plaintiffs' request, according to the report. The report also related that Tom Johnson, an attorney for the Ursulines, previously said the sides were still far apart in negotiations, but the order intends to either settle or file for bankruptcy on its own. About Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. The Diocese's schedules show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also show that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the case. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. DIOCESE OF HELENA: Dickstein Shapiro Okayed as Insurance Counsel ---------------------------------------------------------------- The Roman Catholic Bishop of Helena sought and obtained permission from the U.S. Bankruptcy Court for the District of Montana to employ James R. Murray, Jared Zola and the firm Dickstein Shapiro LLP as special insurance counsel. The professional services that Dickstein Shapiro will render include legal advice and assistance as needed by the Debtor-in- Possession as to matters requiring legal advice and counsel relating to securing insurance proceeds from the Debtor-in- Possession's liability insurers in the agreed upon amounts. Dickstein Shapiro will be paid at these hourly rates: James R. Murray $745 Jared Zola $490 Dickstein Shapiro will also be reimbursed for reasonable out-of- pocket expenses incurred. Mr. Murray and Mr. Zola, partners of Dickstein Shapiro, 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. Dickstein Shapiro can be reached at: James R. Murray, Esq. DICKSTEIN SHAPIRO LLP 1825 Eye Street NW Washington, DC 20006-5403 Tel: (202) 420-3409 E-mail: murrayj@dicksteinshapiro.com - and - Jared Zola, Esq. DICKSTEIN SHAPIRO LLP 1633 Broadway New York, NY 10019-6708 Tel: (212) 277-6684 E-mail: zolaj@dicksteinshapiro.com About Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. The Diocese's schedules show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also show that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the case. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. DIOCESE OF HELENA: Court Okays Anderson ZurMuehlen as Accountant ---------------------------------------------------------------- The Roman Catholic Bishop of Helena sought and obtained permission from the U.S. Bankruptcy Court for the District of Montana to employ Jacquelyn M. Frank and Anderson ZurMuehlen & Co., PC as accountant. The professional services to be provided by Ms. Frank and Anderson ZurMuehlen is to assist the Debtor in bringing the accounting records current and provide internal trial balances, include gathering accounting information, reconciling transactions and account and other procedures as deemed necessary. Anderson ZurMuehlen will be paid at these hourly rates: Jacquelyn M. Frank $205 Staff Senior $115 Staff I $80 Anderson ZurMuehlen will also be reimbursed for reasonable out-of- pocket expenses incurred. Ms. Frank, shareholder of Anderson ZurMuehlen, 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. Anderson ZurMuehlen can be reached at: Jacquelyn M. Frank ANDERSON ZURMUEHLEN HELENA Discovery Block 828 Great Northern Boulevard P.O. Box 1040 Helena, MT 59624-1040 Tel: (406) 442-1040 About Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. The Diocese's schedules show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also show that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the case. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. DIOCESE OF HELENA: Galusha Higgins Approved as CPAs --------------------------------------------------- The Roman Catholic Bishop of Helena sought and obtained permission from the U.S. Bankruptcy Court for the District of Montana to employ Galusha Higgins & Galusha, PC as certified public accountants. The professional services to be provided by Galusha Higgins will include: (a) accounting work for Catholic Social Services and Clergy Senior Status and Security Trust; and (b) other bookkeeping services as requested by Jim Carney, CFO. Galusha Higgins will be paid at these hourly rates: Nathan D. McCarthy, Shareholder $223 Jill Berger, Account Manager $131 Michele Bazzanella, Senior Accountant $120 Jon Rosling, Accounting Associate $82 Galusha Higgins will also be reimbursed for reasonable out-of- pocket expenses incurred. Nathan D. McCarthy, shareholder of Galusha Higgins, 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. Galusha Higgins can be reached at: Nathan D. McCarthy GALUSHA HIGGINS & GALUSHA, PC 910 N. Last Chance Gulch Helena, MT 59601 Tel: (406) 442-5520 Fax: (406) 443-1017 About Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. The Diocese's schedules show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also show that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gail Brehm Geiger, the U.S. Trustee for Region 18, appointed seven creditors to serve on the Official Committee of Unsecured Creditors in the case. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. DOLAN COMPANY: Case Summary and 30 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- The Dolan Company 14-10614 222 South Ninth Street, Suite 2300 Minneapolis, MN 55402 American Processing Company, LLC 14-10615 222 South Ninth Street, Suite 2300 Minneapolis, MN 55402 Arizona News Service, LLC 14-10616 assure360, LLC 14-10617 Counsel Press, LLC 14-10618 Daily Journal of Commerce, Inc. 14-10619 Daily Reporter Publishing Company 14-10620 DataStream Content Solutions, LLC 14-10621 Dolan Publishing Company 14-10622 Dolan Media Holding Company 14-10623 Dolan Publishing Finance Company 14-10624 Federal News Service LLC 14-10625 Finance and Commerce, Inc 14-10626 Dolan APC LLC 14-10627 Idaho Business Review LLC 14-10628 Lawyers Weekly, LLC 14-10629 Long Island Business News, LLC 14-10630 Missouri Lawyers Media, LLC 14-10631 Legislative Information Services of 14-10632 National Default Exchange Holdings, LLC 14-10633 New Orleans Publishing Group, L.L.C. 14-10634 The Daily Record Company LLC 14-10635 NOPG, L.L.C. 14-10636 The Journal Record Publishing Co., LLC 14-10637 Type of Business: A provider of legal-support and publishing services. Chapter 11 Petition Date: March 23, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Debtors' General Counsel: Marc Kieselstein, P.C. Jeffrey D. Pawlitz, Esq. Joseph M. Graham, Esq. KIRKLAND & ELLIS LLP 300 N. LaSalle Street Chicago, IL 60654 T: (312) 862-2000 F: (312) 862-2200 http://www.kirkland.com Debtors' Local Timothy P. Cairns, Esq. Counsel: PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market St., 17th Floor Wilmington, DE 19801 Tel: 302-652-4100 Fax: 302-652-4400 Email: tcairns@pszjlaw.com - and - Laura Davis Jones, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Floor Wilmington, DE 19899-8705 Tel: 302 652-4100 Fax: 302-652-4400 - and - Michael Seidl, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 N. Market Street, 17th Street PO Box 8705 Wilmington, DE 19899-8405 Tel: 302 652-4100 Fax: 302-652-4400 Email: mseidl@pszjlaw.com Debtors' Special FAEGRE BAKER DANIELS LLP Counsel: Debtors' PETER J. SOLOMON COMPANY Financial Advisor: Debtors' Claims, KURTZMAN CARSON CONSULTANTS, LLC Noticing and Balloting Agent: Debtors' Tax DELOITTE TAX LLP Advisors: Debtors' ZOLFO COOPER LLC Advisor: Total Assets: $236.2 million at Sept. 30, 2013 Total Debts: $185.9 million at Sept. 30, 2013 The petitions were signed by Vicki J. Duncomb, authorized signatory. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ William Blair & Company L.L.C. Trade Debt $837,267 Attn: Suneel Mandava 222 W. Adams St. Chicago, IL 60606 Tel: (312) 236-1600 Fax: N/A Email: SMANDAVA@WILLIAMBLAIR.COM McGladrey LLP Trade Debt $138,950 Datalink Trade Debt $79,648 Cyber Group Inc. Trade Debt $77,800 Centurylink Business Services Trade Debt $63,646 Interactive Business Systems Inc. Trade Debt $61,300 Missourian Publishing Co. Trade Debt $53,007 United Book Press, Inc. Trade Debt $51,807 Technical Youth LLC Trade Debt $48,262 SNI Companies Trade Debt $47,376 Hyatt Regency-Minneapolis Trade Debt $45,582 Streamworks LLC Trade Debt $44,781 Wilford Geske & Cook Trade Debt $42,589 Crest Hollow Country Club Trade Debt $42,568 American Litho Inc. Trade Debt $39,925 Embassy Suites of Norman Trade Debt $39,925 222 South Ninth Street, LLC Lease $37,533 CompuPacific International Trade Debt $32,938 Gansat-Springfield Offset Trade Debt $31,635 Atlantic Color Corp Trade Debt $31,422 Kempf Paper Corporation Trade Debt $31,036 Intermountain Color Inc. Trade Debt $30,735 Office Depot Inc. Trade Debt $30,283 Arthur J. Gallagher Risk Trade Debt $28,908 Management Services Inc. Skirvin Hilton Hotel Trade Debt $26,741 Fedex Trade Debt $26,635 Paper Mart Inc. Trade Debt $25,463 PDC Productions Trade Debt $25,377 Benicia Baker-Livorsi and The Pending Unliquidated Family Law Group, LLC Litigation Elizabeth Thomas, Abdelhalim H. Pending Unliquidated Mohd, and James Allen Litigation EASTERN HILLS: Lain Faulkner Okayed as Ch.11 Trustee's Accountants ------------------------------------------------------------------ The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Robert Yaquinto, Jr., the Chapter 11 trustee of Eastern Hills Country Club, to employ Lain, Faulkner & Co., P.C. as accountants. As reported in the Troubled Company Reporter on Feb. 17, 2014, Lain Faulkner will assist the Chapter 11 Trustee in: -- reviewing bank records, financial records, and other information which may be necessary to administer the case; -- preparing Monthly Operating Reports; -- filing Federal Income Tax Returns to reflect the administration of assets during the case; -- preparing other tax reports required to be filed by Trustee; and -- providing such other services that may be requested by Trustee. Lain Faulkner employs experienced accountants who are qualified to render professional accounting services. The firm's employment is on an hourly basis and payment for services is to be paid out of the estate as approved by the court. D. Keith Enger, certified public accountant of Lain Faulkner, 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. Lain Faulkner can be reached at: D. Keith Enger LAIN, FAULKNER & CO., P.C. 400 N. St. Paul Street, Ste. 600 Dallas, TX 75201 Tel: (214) 720-7211 E-mail: kenger@lainfaulkner.com About Eastern Hills Eastern Hills Country Club filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013. The Debtor estimated at least $10 million in assets and less than $1 million in liabilities. The petition was signed by David Harvey as president. Judge Stacey G. Jernigan presides over the case. Richard W. Ward, Esq., serves as the Debtor's counsel. According to Web site, http://www.easternhillscc.com,the Eastern Hills Country Club in Garland Texas, was established in 1954 and boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot putting green, practice facility, and driving range. The golf course has been home of the Texas Womens Open since 2011. The Department of the Treasury, Internal Revenue Service, the State of Texas and VGM Financial Services, 1111 W. San Marnan, Waterloo, IA 50701 assert interest on inventory, accounts receivable and proceeds. Robert Yaquinto, Jr., has been named the Chapter 11 trustee of Eastern Hills Country Club. EASTERN HILLS: Trustee Can Hire Sherman & Yaquinto as Counsel ------------------------------------------------------------- The Hon. Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas authorized Robert Yaquinto, Jr., the Chapter 11 trustee of Eastern Hills Country Club, to employ attorneys and paralegals at his law firm Sherman & Yaquinto, LLP. As reported in the Troubled Company Reporter on Feb. 17, 2014, the Chapter 11 Trustee requires Sherman & Yaquinto to: (a) prepare documents related to the sale of the Estate's assets; (b) represent the estate in adversary actions; (c) review transactions for possible preferences or fraudulent conveyances; (d) review claims and, if necessary, filed objections thereto; and (e) render any other legal services that are necessary to administer the assets of this Estate. Sherman & Yaquinto will be paid at these hourly rates: Robert Yaquinto, Jr. $400 Paralegal $100 Sherman & Yaquinto will also be reimbursed for reasonable out-of- pocket expenses incurred. Based upon the information available to the Trustee at this time, professional fees and expenses will be at least $2,500. Robert Yaquinto, Jr., of the firm Sherman & Yaquinto, 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. Sherman & Yaquinto can be reached at: Robert Yaquinto, Jr., Esq. SHERMAN & YAQUINTO, LLP 509 N. Montclair Avenue Dallas, TX 75208-5498 Tel: (214) 942-5502 Fax: (214) 946-7601 About Eastern Hills Eastern Hills Country Club filed a bare-bones Chapter 11 petition (Bankr. N.D. Tex. Case No. 13-33123) in Dallas on June 21, 2013. The Debtor estimated at least $10 million in assets and less than $1 million in liabilities. The petition was signed by David Harvey as president. Judge Stacey G. Jernigan presides over the case. Richard W. Ward, Esq., serves as the Debtor's counsel. According to Web site, http://www.easternhillscc.com,the Eastern Hills Country Club in Garland Texas, was established in 1954 and boasts a Ralph Plummer designed 18-hole golf course, 5,000 sq. foot putting green, practice facility, and driving range. The golf course has been home of the Texas Womens Open since 2011. The Department of the Treasury, Internal Revenue Service, the State of Texas and VGM Financial Services, 1111 W. San Marnan, Waterloo, IA 50701 assert interest on inventory, accounts receivable and proceeds. Robert Yaquinto, Jr., has been named the Chapter 11 trustee of Eastern Hills Country Club. ELBIT IMAGING: Court Rejects Liquidation Request ------------------------------------------------ The Tel Aviv District Court rejected the liquidation request of the trustees of Elbit Imaging Ltd.'s Series B Notes. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Elbit Imaging disclosed a loss of NIS455.50 million on NIS671.08 million of total revenues for the year ended Dec. 31, 2012, as compared with a loss of NIS247.02 million on NIS586.90 million of total revenues for the year ended Dec. 31, 2011. Brightman Almagor Zohar & Co., in Tel-Aviv, Israel, expressed substantial doubt about Elbit Imaging's ability to continue as a going concern following the financial results for the year ended Dec. 31, 2012. The Certified Public Accountants noted that in the period commencing Feb. 1, 2013, through Feb. 1, 2014, the Company is to repay its debenture holders NIS 599 million (principal and interest). "Said amount includes NIS 82 million originally payable on Feb. 21, 2013, that its repayment was suspended following a resolution of the Company's Board of Directors. The Company's Board also resolved to suspend any interest payments relating to all the Company's debentures. In addition, as of Dec. 31, 2012, the Company failed to comply with certain financial covenants relating to bank loans in the total amount as of such date of NIS 290 million. The Company's balance sheet at Sept. 30, 2013, showed NIS4.83 billion in total assets, NIS4.96 billion in total liabilities and a NIS122.24 million shareholders' deficiency. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. EMPIRE RESORTS: Director Au Fook Yew Resigns -------------------------------------------- Mr. Au Fook Yew resigned from his positions as a member of the Board of Directors of Empire Resorts, Inc., and its subsidiaries, effective Feb. 28, 2014. Mr. Au's resignation was not a result of any disagreement with the Company or its executive officers, or any matter relating to the Company's operations, policies or practices. Mr. Au was nominated to stand for election as a director of the Company by Kien Huat Realty III Limited, the Company's largest stockholder, pursuant to a nomination right held by Kien Huat under an Investment Agreement between the Company and Kien Huat dated Aug. 19, 2009. The Investment Agreement provides that Kien Huat has the right to recommend three directors to the Board, subject to the reasonable approval of the Nominating and Corporate Governance Committee. On March 1, 2014, Kien Huat exercised its nomination right pursuant to the Investment Agreement and identified Edmund Marinucci as its nominee to stand for election as a director of the Company to fill the vacancy created by Mr. Au's resignation. The Nominating Committee reviewed Mr. Marinucci's qualifications and the needs of the Company and has determined to recommend to the Board that Mr. Marinucci be appointed to the board of directors of the Company and each subsidiary to fill the vacancies resulting from the resignation of Mr. Au. The Company anticipates that the Board will consider this recommendation by the Nominating Committee at its upcoming regularly-scheduled meeting. Mr. Marinucci's ability to participate in the affairs of the Company and its subsidiaries is subject to certain statutory and regulatory requirements including the receipt of any necessary licenses from the New York State Gaming Commission. Mr. Marinucci has been a partner at PCH Hotels, LLC, a boutique hotel and resort operator based in San Francisco that is an operating division of Pacific Union Company since 1983. From October 1983 to December 2008, Mr. Marinucci served as a president of PCH Hotels, LLC. PCH Hotels owned and managed properties in the U.S. and the Caribbean. Those properties included Meadowood Resort (Napa, California), Windermere Island Club (Bahamas), Divi Resorts (Aruba), Downtown Athletic Club (New York City), Frangipani Resort (Anguilla) and Marriott Resort (Grand Cayman). During his presidency of PCH Hotels, he oversaw the ground-up development of The Hotel Griffon and the renovation and repositioning of the Drisco Hotel (each in San Francisco). Prior to PCH Hotels, Mr. Marinucci served as director of development for HCP Hotels/Aston Resorts in Hawaii. In that position, Mr. Marinucci oversaw all development aspects of the hotel group and grew inventory from 15 to 20 hotel resorts. From 1978 to 1981, Mr. Marinucci served as director of resort operations for Kapalua Resort Maui in Hawaii. While at Kapalua Resort Maui, Mr. Marinucci was responsible for the daily operations of the resort, including the Kapalua Bay Hotel, 150 rental villas, two golf courses, The Bay and The Village. He serves on the board of directors of Miami JV Member LLC, a private hotel and resort company, and has previously served on the board of directors of Jameson Inns/Colony Capital, a private hotel and resort company. Mr. Marinucci is a member of The Cornell Hotel Society. Mr. Marinucci received a BS in Hotel Administration from the Cornell University School of Hotel Administration. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $2.26 million in 2012, as compared with a net loss applicable to common shares of $1.57 million in 2011. The Company incurred a net loss applicable to common shares of $19.12 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $60.72 million in total assets, $52.43 million in total liabilities and $8.29 million in total stockholders' equity. ENDEAVOUR INTERNATIONAL: Obtains $25-Mil. From Securities Sale -------------------------------------------------------------- Endeavour International Corporation and three of its domestic subsidiaries entered into a Securities Purchase Agreement with Whitebox Advisors LLC, as representative of certain of its affiliated funds, relating to the issuance and sale of: (i) 2,917,834 shares of the Company's common stock and warrants to purchase 729,459 shares of the Company's common stock, for an aggregate purchase price of $12,500,000; and (ii) $12,500,000 aggregate principal amount of the Company's 6.5% convertible notes. The Company closed the sale of the Shares and Warrants on Feb. 28, 2014, and it closed the sale of the Notes on March 3, 2014. Pursuant to the Purchase Agreement, the Company also granted the Purchasers a 90-day option to purchase up to $30,000,000 of additional Securities on the same terms as the initial Securities. To the extent the issuance of additional Securities would result in the issuance of over 20 percent of the Company's outstanding common stock, such issuance will be subject to the receipt of stockholder approval in accordance with applicable New York Stock Exchange rules. The Purchasers' Option may be extended in connection with the receipt of stockholder approval at the Company's 2014 annual meeting, in certain circumstances. In addition, if the closing price of the Company's common stock exceeds $5.00 per share on any day within 30 days of March 3, 2014, the Company has the option under the Purchase Agreement to sell up to an additional $5,000,000 of Notes; however, any such exercise would reduce the Purchasers' Option by an equal amount. Indenture and Notes The Notes were issued pursuant to an indenture, dated as of March 3, 2014, among the Company, the Guarantors and Wilmington Savings Fund Society, FSB, as trustee. The Notes are the Company's general unsecured and unsubordinated obligations. The Notes rank equally in right of payment with all of the Company's existing and future unsubordinated indebtedness and senior in right of payment to any of the Company's future indebtedness that is expressly subordinated to the Notes. The Notes will mature one day following the earlier of (i) Nov. 30, 2017, and (ii) 91 days prior to the maturity date of the Company's outstanding 5.5 percent convertible senior notes due 2016 and the Company's 11.5% convertible bonds due 2016, if those securities have not been converted, cancelled or extinguished prior to that date or extended or refinanced in full prior to that date with a resulting maturity date not earlier than March 1, 2018. Interest is payable on the Notes on each March 1, June 1, September 1 and December 1, commencing on June 1, 2014. The notes are subject to customary events of default. Holders may convert their Notes at any time prior to the close of business on the business day immediately preceding the maturity date. The conversion rate for the Notes is initially 214.5002 shares of the Company's common stock per $1,000 principal amount of Notes (equivalent to an initial conversion price of approximately $4.662 per share of the Company's common stock), subject to certain anti-dilution adjustments as provided in the Indenture. A full-text copy of the Form 8-K is available for free at: http://is.gd/2erqEd About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For the year ended Dec. 31, 2012, the Company incurred a net loss of $126.22 million as compared with a net loss of $130.99 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.50 billion in total assets, $1.41 billion in total liabilities, $43.70 million in series C convertible preferred stock, and $46.24 million in total stockholders' equity. * * * As reported by the TCR on March 5, 2013, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak liquidity, small production and proved reserve scale, geographic concentration and the uncertainties regarding its future performance given the inherent execution risks related to its offshore North Sea operations for a company of its size. In the Feb. 22, 2013, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Houston, Texas-based Endeavour International Corp. (Endeavour) to 'CCC+' from 'B-'. The rating action reflects S&P's expectation that Endeavour could have insufficient liquidity to meet its needs due to the delay in production from its Rochelle development. ENOVA SYSTEMS: To Sell 7 Million Common Shares to CEO ----------------------------------------------------- Enova Systems, Inc., and John Micek, the president and chief executive officer of Enova, orally agreed that Enova will sell to John Micek, and Mr. Micek agreed to purchase from Enova, on, or before, March 19, 2014, 7,000,000 shares of Enova's Common Stock at a purchase price of US $0.01 per share in consideration of $50,000 in cash and the conversion of $20,000 in debt. Mr. Micek is an "accredited" investor (as that term is defined under Regulation D promulgated by the Securities and Exchange Commission). The Shares are expected to be sold in a transaction exempt from the registration requirements under Section 5 of the Securities Act of 1933, as amended, pursuant to Section 4(2) thereof and in reliance upon Rule 506 of Regulation D promulgated by the SEC. About Enova Systems Torrance, Calif.-based Enova Systems, Inc., engages in the development, design and production of proprietary, power train systems and related components for electric and hybrid electric buses and medium and heavy duty commercial vehicles. In its report on the consolidated financial statements for the year ended Dec. 31, 2012, PMB Helin Donovan, LLP, in San Francisco, California, expressed substantial doubt about Enova Systems' ability to continue as a going concern, citing the Company's significant recurring losses and accumulated deficit. The Company reported a net loss of $8.2 million on $1.1 million of revenues in 2012, compared with a net loss of $7.0 million on $6.6 million of revenues in 2011. As of Sept. 30, 2013, the Company had $2.22 million in total assets, $5.94 million in total liabilities and a $3.72 million total stockholders' deficit. Bankruptcy warning On Dec. 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C., in the amount of $2,014,169 regarding claims for two counts. In 2008, Arens Controls Company, L.L.C. filed claims against Enova with the United States District Court Northern District of Illinois. A Partial Settlement Agreement, as amended on Jan. 14, 2011, resolved certain claims made by Arens. However, the claims were preserved under two remaining counts concerning (i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and (ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova. The Company filed a notice of appeal on Jan. 15, 2013. The Company believes the court committed errors leading to the verdict and judgment, and the Company is evaluating its options on appeal. "However, there can be no assurance that the appeal will be successful or a negotiated settlement can be attained or that Arens will assert its claim in the state of California, and thereby cause the Company to go into bankruptcy," the Company said in its quarterly report for the period ended March 31, 2013. EVENT RENTALS: Can Proceed with April 21 Auction of Assets ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the bid procedures governing the sale of substantially all of the assets of Event Rentals, Inc., et al., to CPR Acquisition Holdings, LLC, or another bidder, and conduct an auction on April 21. Deadline for submission of bids is April 14. The Debtors propose an April 28 hearing to consider approval of the sale. The Debtors propose to sell their assets to CPR Acquisition, an entity affiliated with the Debtors' prepetition secured lenders, in exchange for $124 million in secured debt. Other bidders must offer at least $124.3 million in cash. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Fox Rothschild LLP as local counsel; White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. The DIP facility requires the Debtors to: -- hold an auction, if necessary, on or prior to 67 calendar days after the Petition Date at 10:00 a.m.; -- obtain approval of the sale to the winning bidder on or prior to 75 calendar days after the Petition Date; and -- close a deal with the winning bidder within 105 calendar days after the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. EVENT RENTALS: Has Authority to Pay Bonuses to Key Employees ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Event Rentals, Inc., et al., to implement and make payments under a key employee incentive plan and a key employee retention plan. As previously reported by The Troubled Company Reporter, (a) the KEIP will incentivize certain key employees to work towards a successful sale of the Debtors' assets at a specified level and to preserve and enhance the Debtors' financial condition through the course of the sale process; and (b) the KERP to assist the Debtors in retaining the employees necessary to maintain business operations and fulfill their obligations as debtors-in-possession while the endeavor to maximize value through a successful sale process. The KERP utilizes a retention pool of approximately $260,000, funded by the Debtors' postpetition lenders, and provides for each KERP participant to receive a retention bonus equal to between 7% and 22% of such KERP Participant's annual base pay. Importantly, the KERP Payments will be made only to those KERP participants who remain employees of the Debtors and in good standing until the closing of the sale. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Fox Rothschild LLP as local counsel; White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. The DIP facility requires the Debtors to: -- hold an auction, if necessary, on or prior to 67 calendar days after the Petition Date at 10:00 a.m.; -- obtain approval of the sale to the winning bidder on or prior to 75 calendar days after the Petition Date; and -- close a deal with the winning bidder within 105 calendar days after the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. EXIDE TECHNOLOGIES: Taps King & Spalding as Antitrust Counsel ------------------------------------------------------------- Exide Technologies asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ King & Spalding LLP as special antitrust counsel to perform legal services attendant to antitrust matters in connection with the Debtor's Chapter 11 case. A hearing is set for April 1, 2014, at 10:00 a.m., to consider approval of the employment. Objections, if any, are due March 25, 2014. The firm's current standard hourly rates are: Wendy Huang Waszmer $685 Partners $480 - $1,150 Counsels and Senior Attorneys $360 - $1,085 Associates $295 - $765 Paraprofessionals $160 - $326 The Debtor assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: King & Spalding LLP 1185 Avenue of the Americas New York, NY 10036 Tel: 212-556-2100 http://www.kslaw.com/ About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. EXIDE TECHNOLOGIES: To Hire M Cam as IP Consultant and Broker ------------------------------------------------------------- Exide Technologies and the Official Committee of Unsecured Creditors ask the U.S. Bankruptcy Court for the District of Delaware for permission to employ M Cam Inc. as their intellectual property consultant and broker. A hearing is set for April 1, 2014, at 10:00 a.m., to consider approval of the Debtor and Committee's request. Objections, if any, are due March 25. The firm will assist the estate in the analysis, marketing and potential monetization of the Debtor's patent portfolio through offset transaction. The firm will also examine the potential for non-offset transactions involving portions of the patent portfolio unrelated to products and services current sold by the Debtor. The Debtor and Committee tell the Court that they agreed to pay the firm a fixed fee of $100,000 for services rendered. Patent Portfolio Transaction Fee for Sale Range Specified Range ---------------- ------------------- Less than $50MM 2.5% of gross sale proceeds $50MM - $200MM 5% of gross sale proceeds $200MM - $350MM 7.5% of gross sale proceeds Above $350MM 10% of gross sale proceeds The Debtor and Committee assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: M Cam Inc. Omni Business Center 10 Ridge McIntire Rd., Ste 300 Charlottesville, VA 22903 Tel: (434)979-7240 Fax: (434)979-7528 http://www.m-cam.com/ About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FLEXERA SOFTWARE: Moody's Affirms B2 CFR & Rates $25MM Debt B1 -------------------------------------------------------------- Moody's Investors Service affirmed Flexera Software LLC's B2 corporate family rating ("CFR") and assigned B1 ratings to the company's proposed first lien senior secured credit facilities, consisting of a $25 million revolving credit facility due 2019 and a $345 million term loan due 2020. In addition, Moody's assigned a Caa1 rating to the company's proposed $125 million senior secured second lien term loan due 2021. The company's probability of default rating ("PDR) was upgraded to B2-PD from B3-PD. The rating outlook is stable. Proceeds from the proposed bank debt combined with approximately $14 million of balance sheet cash will be used to fund a $177 million dividend to the company's shareholders and refinance existing debt. Flexera was acquired by Teachers' Private Capital ("Sponsor"), a division of Ontario Teachers' Pension Plan in September 2011. The assigned ratings are subject to receipt and review of final documentation. The affirmation of Flexera's B2 CFR reflects Moody's view that despite the demonstrated shift towards a more aggressive financial policy and resulting increase in leverage arising from the proposed dividend transaction, the company's strong free cash flow generation profile, in combination with significant future growth prospects, especially in the software license optimization ("SLO") end market, partially mitigates the additional financial risk and supports incremental improvement in its credit profile within the next 12 to 18 months. The ratings affirmation further considers the company's demonstrated track record of successful de-leveraging (post the 2011 leveraged buy-out transaction), primarily through revenue and EBITDA improvements. The company's leverage (pro-forma for the proposed refinancing transaction), as measured by Moody's adjusted debt to EBITDA, was approximately 6.6 times for the fiscal year ended December 31, 2013. Over the next 12 to 18 months, Moody's expects substantial improvement in the company's leverage profile from a combination of EBITDA growth and funded debt reduction, which would serve to reduce its financial risk, making it more representative of the B2 rating. The following summarizes the rating activity: Rating affirmed: Corporate Family Rating at B2 Ratings upgraded: Probability of default rating to B2-PD from B3-PD Ratings assigned: Proposed $25 million first lien senior secured revolving credit facility due 2019 at B1 (LGD3, 36%) Proposed $345 million first lien senior secured term loan due 2020 at B1 (LGD3, 36%) Proposed $125 million second lien senior secured term loan due 2021 at Caa1 (LGD5, 89%) Ratings to be withdrawn at transaction closing: $25 million first lien senior secured revolving credit facility due 2018 at B2 (LGD3, 35%) $330 million first lien senior secured term loan due 2019 at B2 (LGD3, 35%) The rating outlook is stable. Ratings Rationale The B2 corporate family rating primarily reflects Flexera's high pro-forma leverage, as well as modest operating scale resulting from a limited product portfolio focused on the niche applications usage management (AUM) segment of the enterprise software market. The rating incorporates the company's aggressive shift in financial policy demonstrated by the proposed dividend recapitalization transaction, which results in balance sheet debt that is well in excess of revenues and limits the company's financial flexibility in case of any performance deterioration. For the fiscal year ended December 31, 2013, the company's leverage on a debt to EBITDA basis was approximately 6.6 times (pro-forma for the proposed transaction and including Moody's standard adjustments). Notwithstanding these risks, the rating predominantly derives support from the company's successful track record of de-leveraging and good revenue growth prospects, despite the challenge of competing with AUM solutions that are internally developed or "home grown" by software publishers and consumers. Furthermore, positive ratings consideration is given to the company's large installed base of customers, well regarded products in the AUM segment, high levels of recurring revenues with high renewal rates and modest capital expenditure requirements. As a result of the proposed change from an all first lien capital structure to a first lien/second lien structure, Moody's has lowered the expected mean family recovery rate in a default scenario to 50% from 65% and raised the probability of default rating ("PDR") to B2-PD from B3-PD consistent with Moody's Loss Given Default Methodology. The stable outlook reflects Moody's expectation that Flexera's key credit metrics will improve incrementally over the next 12 to 18 months to levels that are more representative of the B2 corporate family rating. Moody's expects the company to direct excess free cash flow towards debt reduction, while EBITDA growth will be driven by positive momentum in the higher margin license and maintenance revenue streams. Given Flexera's modest scale and aggressive shift in financial policy, a ratings upgrade is not anticipated in the intermediate term. However, Moody's could raise Flexera's ratings if the company demonstrates solid growth in earnings and pursues conservative financial policies. Specifically, Flexera's ratings could be upgraded if the company sustains leverage on a debt to EBITDA basis (Moody's adjusted) of less than 3.5 times and free cash flow to debt in excess of 15%. The ratings could be downgraded if revenue growth decelerates materially and weak operating performance causes us to expect Flexera's leverage on a debt to EBITDA basis (Moody's adjusted) to be sustained over 6.0 times, and/or free cash flow to remain below 5% of total debt for an extended period of time. The ratings could also be downgraded if Flexera's liquidity weakens or credit profile deteriorates as a result of large debt-financed acquisitions or any further shareholder enhancement initiatives. Headquartered in Itasca, IL, Flexera Software LLC provides application usage management (AUM) solutions that enable software publishers and buyers to install, monitor and optimize application usage, and ensure compliance with software entitlements. The company is majority owned by Teachers' Private Capital, the private investment division of Ontario Teachers' Pension Plan, with Thoma Bravo and the company's management retaining a minority stake. Flexera reported approximately $215 million in revenue under US GAAP. The principal methodology used in this rating was the Global Software Industry published in October 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. FLORIDA GAMING: Committee Allowed to Intervene in ABC Suit ---------------------------------------------------------- The Official Joint Committee of Unsecured Creditors of the bankruptcy estates of Florida Gaming Centers, Inc., and Florida Gaming Corporation sought and obtained authority from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to intervene in the adversary proceeding captioned Florida Gaming Centers, Inc., and Florida Gaming Corporation v. ABC Funding, LLC, Adv. No. 13-01816-RAM. In November last year, the Debtors filed a complaint against ABC as administrative agent for a syndicate of prepetition lenders seeking the disallowance of ABC's claim on various grounds. Pursuant to the Prepetition Credit Agreement, the Lenders agreed to make revolving loans available to the Debtors in an amount up to $87,000,000. ABC filed a proof of claim asserting that it is due no less than $127,645,985 as of the Petition Date. The Committee related that it participated in mediation with the Debtors and ABC, and at the end of the mediation, it reached a consensus on the material terms of a settlement with the Committee, which provides, among other things that ABC would guarantee full payment to unsecured creditors of the operating company and 48% to 100% for unsecured creditors of the holding company. The Debtors, however, are not willing to be a party to the settlement agreement, saying they want to hold out for a better settlement or victory in the adversary proceeding so the owners can have a recovery under a plan. The Committee believes that the settlement is unquestionably in the best interests of the estates. The Committee said it is unwilling to gamble the substantial benefits contained in the settlement agreement. The Court said it will conduct a further hearing on the Committee's other requests, which include a request for authority to settle the Debtors' claims against ABC and request for approval of the settlement with ABC. The Court said that unless it is presented with a settlement agreed to by the Debtors, a ruling determining credit bid rights and procedures will only be applicable to the bid, leaving open the resolution of all remaining issues in the adversary proceeding. The Court pointed out that litigation to resolve the issues will be expensive and time-consuming, thus it reiterates its prior admonition to the parties to diligently pursue a global settlement. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FLORIDA GAMING: Prepetition Lender Reserves Right re Sale Protocol ------------------------------------------------------------------ ABC Funding, LLC, as administrative agent under the prepetition credit agreement among Florida Gaming Centers, Inc., Florida Gaming Corporation, and certain lenders, reserved its rights with respect to the sale of substantially all of the assets of Centers and Holdings. ABC told the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, that it does not have any objection to the Sale or the Debtors? sale process, but for the avoidance of doubt, because of the strict prohibition in the Sale Procedures Order against filing an objection regarding the Sale after the Sale Objection Deadline, ABC and each of the Lenders reserve their rights to object to any aspect of the Sale and Sale Procedures Order occurring on or after the Sale Objection Deadline of March 15, 2014, including, without limitation, the Debtors? implementation of the Bidding Procedures after March 15, the Auction and any Sale-related ministrations occurring after the Auction. As previously reported by The Troubled Company Reporter, the Debtors entered into an asset purchase agreement with Silvermark, LLC, on December 30, 2013, pursuant to which Silvermark agreed to acquire substantially all of Centers' assets for a cash purchase price of $115,000,000 and assumption of certain liabilities of approximately $17,500,000. In the event the Debtors receive, on or before the Bid Deadline, one or more Qualified Bids (including any credit bid by ABC), in addition to the APA, an auction will be conducted on March 25, 2014, to determine the highest and best offer. A sale hearing will be held on March 26. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FLORIDA GAMING: Sale Issues Create Confusion, Stalking Horse Says ----------------------------------------------------------------- Silvermark LLC, the stalking horse bidder for the assets of Florida Gaming Centers, Inc., et al., joints in the Official Joint Committee of Unsecured Creditors' request to limit the credit bid of ABC Funding, LLC. Silvermark told the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, that it believes the recent proceedings regarding the credit bid rights of ABC Funding have created significant confusion as to how the Debtors will conduct the upcoming March 25 auction of their assets and on what basis the Debtors will compare any credit bid by ABC against competing bids of "fresh" value by Silvermark or any other third party bidder. Silvermark asserted that ABC's credit bid rights should be not only clear and transparent, but also fair. Thomas R. Kreller, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in Los Angeles, California; and Craig V. Rasile, Esq., at DLA Piper LLP (US), in Miami, Florida, represent Silvermark. About Florida Gaming Florida Gaming Centers Inc. filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-29597) in Miami on Aug. 19, 2013. Florida Gaming Centers operates a casino and jai-alai frontons in Miami. The Company disclosed debt of $138.3 million and assets of $180 million in its petition. Its parent, Florida Gaming Corp. (FGMG:US), and two other affiliates also sought court protection. Florida Gaming previously negotiated a sale of virtually all its assets to casino operator Silvermark LLC for $115 million in cash and $14 million in assumed liabilities. A provision in the financing agreement required Florida Gaming to make an additional payment to the lender -- ABC Funding -- if the assets are sold to third party. Jefferies LLC was hired to determine that amount, about $26.8 million, and valued the company at more than $180 million. Luis Salazar, Esq., Esq., at Salazar Jackson in Miami, represents Florida Gaming. ABC Funding, LLC, as Administrative Agent for a consortium of prepetition lenders, and the prepetition lenders are represented by Dennis Twomey, Esq., and Andrew F. O'Neill, Esq., at SIDLEY AUSTIN LLP, in Chicago, Illinois; and Drew M. Dillworth, Esq., and Marissa D. Kelley, Esq., at STEARNS WEAVER MILLER WEISSLER ALHADEFF & SITTERSON, P.A., in Miami, Florida. The Prepetition Lenders are Summit Partners Subordinated Debt Fund IV-A, L.P., Summit Partners Subordinated Debt Fund IV-B, L.P., JPMorgan Chase Bank, N.A., Locust Street Funding LLC, Canyon Value Realization Fund, L.P., Canyon Value Realization Master Fund, L.P., Canyon Distressed Opportunity Master Fund, L.P., and Canyon-GRF Master Fund II, L.P. Counsel to the Official Joint Committee of Unsecured Creditors are Glenn D. Moses, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista, P.A., in Miami, Florida. FRESH & EASY: Wants Plan Filing Date Extended Until May 30 ---------------------------------------------------------- Old FENM, Inc., formerly Fresh & Easy Neighborhood Market Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend the period during which the Debtors have the exclusive right to file a Chapter 11 plan through and including May 30, 2014, and the period during which the Debtors have the exclusive right to solicit acceptances thereof through and including July 29. The Debtors believe that allowing the government bar date to pass and resolving significant claims in the near term are the last significant hurdles that must be overcome so that the Debtors can propose a fully consensual Chapter 11 plan. The Debtors tell the Court that they have made extensive efforts to engage both the Official Committee of Unsecured Creditors and Tesco PLC with respect to the structure of a consensual plan. A hearing on the extension request will be held on April 1, 2014, at 1:00 p.m. (EDT). Objections are due March 25. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. FRESH & EASY: Settles California Employees' Wage Claims ------------------------------------------------------- Old FENM Inc., f/k/a Fresh & Easy Market Inc., and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to approve a settlement agreement, which resolves putative class action claims asserting violations on a state-wide basis of various California wage and hour statutes dating back to when the Debtors began operations in 2006. If approved, the Settlement Agreement would result in the satisfaction of disputed, contingent, unliquidated proofs of claim seeking in excess of $61,428,703, in exchange for a Settlement Payment not to exceed $2,000,000, inclusive of Class Counsel fees and expenses, administrative costs, payment to the California Labor & Workforce Development Agency, and the employer's share of taxes due on certain portions of the settlement payments. The Parties have also agreed to the certification of the class, for settlement purposes only. Although the Debtors deny that any class-wide problem existed with respect to its wage and hour employees, or that a state-wide class could be certified if these claims were litigated inside or outside of the bankruptcy process, the Debtors and Official Committee of Unsecured Creditors recognize that that there are significant risks and costs to the estate if these claims were to be litigated. The Debtors also seek authority from the Court to appoint The Cooper Law Firm P.C. and Blumenthal Nordrehaug & Bhowmik as co- lead class counsel and the law firms of (i) The Carter Law Firm, (ii) Aegis Law Firm, P.C., (iii) Mahoney Law Group, and (iv) Jose Garay, APLC, together with Co-Lead Class Counsel, as class counsel, and appoint Deanna Weatherspoon, Rene F. Luna, Yessenia Martinez, and Dandre Jackson as Class Representatives. The company has requested a June 19, 2014, hearing for the court to determine the fairness of the agreement. The Debtors are represented by Mark D. Collins, Esq., John H. Knight, Esq., and William A. Romanowicz, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware; and Lisa Laukitis, Esq., and Jane Rue Wittstein, Esq., at JONES DAY, in New York. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. FRESH & EASY: Seeks to Reduce Former Workers' Claims ---------------------------------------------------- Old FENM, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve the following stipulations providing for the reduction and allowance of certain claims: Claimant Original Amt. Allowed Amt. -------- ------------- ------------ Sarah Townsend $250,000 $20,000 James Ritchie $10,268 $4,107 Gerald Marsee $10,816 $4,326 Jerome Simmons $3,500,000 $37,500 Susan McDaniel $67,825 $14,000 The stated basis of the Claims were alleged violations of wage/hour laws. The Official Committee of Unsecured Creditors joins in the Debtors' motion for approval of the stipulations. About Fresh & Easy Neighborhood Fresh & Easy Neighborhood Market Inc., and its affiliate filed Chapter 11 petitions (Bankr. D. Del. Case Nos. 13-12569 and 13-12570) on Sept. 30, 2013. The petitions were signed by James Dibbo, chief financial officer. Judge Kevin J. Carey presides over the case. Fresh & Easy owes $738 million to Cheshunt, England-based Tesco, the U.K.'s biggest retailer. Fresh & Easy never made a profit and lost an average of $22 million a month in the 12 months ended in February, according to court papers. Jones Day serves as lead bankruptcy counsel. Richards, Layton & Finger, P.A., serves as local Delaware counsel. Alvarez & Marsal North America, LLC, serves as financial advisors, and Alvarez & Marsal Securities, LLC, serves as investment banker. Prime Clerk LLC acts as the Debtors' claims and noticing agent. Gordon Brothers Group, LLC, and Tiger Capital Group, LLC, serves as the Debtors' consultant. The Debtors estimated assets of at least $100 million and liabilities of at least $500 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 cases of Fresh & Easy Neighborhood Market Inc., et al. Pachulski Stang Ziehl & Jones LLP serves as counsel to the Committee. FTI Consulting, Inc. serves as its financial advisor. The Debtors closed, on or about Nov. 26, 2013, the sale of about 150 supermarkets plus a production facility in Riverside, California, to Ron Buckle's Yucaipa Cos. Pursuant to the sale terms, the bankruptcy company changed its name, and the name of the case, to Old FENM Inc. GENERAL MOTORS: S&P Affirms 'BB' ICR; Outlook Positive ------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed the 'BB' issuer credit rating on General Motors Financial Co. Inc. (GM Financial). S&P also raised the stand-alone credit profile (SACP) to 'bb-' from 'b+' and reassessed the group status to "highly strategic" from "strategically important." The rating outlook is positive. "Our more positive assessments of GM Financial's SACP and group status reflect the company's enhanced geographic and product diversification, improved asset credit mix, and increasing importance to its parent General Motors (GM). Once the company closes all the pieces of the international operations (IO) of the Ally acquisition, GM Financial's geographic footprint will have expanded from only North America (U.S. and modest exposure in Canada) to a total of 18 countries that account for roughly 80% of GM's worldwide sales. In 2013, the company more than doubled its balance sheet and increased the proportion of GM-related earnings assets to 75% from about 40%. As of Dec. 31, 2013, the company's earning assets were 50% based in North America and 50% international (100% North America as of Dec. 31, 2012), 80% consumer and 20% commercial (96% consumer and 4% commercial), and credit had shifted to 66% prime/commercial and 34% subprime (roughly 85% subprime). In the countries in which it operates, GM Financial's international operations have penetration rates of 41.4% of GM retail sales and 96.3% wholesaler dealer penetration, and GM vehicles account for 89.7% consumer originations," S&P said. "GM Financial's role in the domestic market is still somewhat limited but growing," said Standard & Poor's credit analyst Kevin Cole. In the U.S., the company is focused primarily on subprime (30.1% of GM U.S. subprime originations in the fourth quarter of 2013) and lease (15.5%). GM Financial added U.S. commercial floorplan originations to its core subprime and lease products in mid-2012 and plans to introduce prime retail loans in mid-2014. The introduction of these products will give GM Financial the ability to support GM's U.S. sales more broadly and could bring beneficial competition to GM's U.S. dealers. That said, GM Financial's wholesale dealer penetration remained modest at 5.9% at Dec. 31, 2013, and S&P expects prime retail origination to increase slowly. S&P do not see GM Financial's penetration in U.S. commercial and prime retail loans growing beyond a sizeable minority, considering the auto-lending market is highly competitive. GM Financial has become much less focused on non-GM business from its pre-GM profile (53.6% total U.S. loan and lease originations were GM in the fourth quarter of 2013), and S&P expects non-GM business to continue decline as a percentage of total originations in the future. "We believe that the improvements in GM Financial's diversification, market position, and credit quality outweigh risks associated with its strong growth, which are material," said Mr. Cole. The company faces increasing operational risk as it expands internationally and into new products domestically. GM Financial's management is largely in place from the pre- acquisition AmeriCredit and has little experience to apply to the international operations. The company's plan to operate the international businesses separately as a division of GM Financial with the former Ally/GMAC leadership team intact somewhat mitigates operational risk. In addition, GM has a successful history operating domestic commercial and prime loans through a much bigger auto captive than GM Financial and should be able to manage growth effectively. The company's leverage (which S&P measures by debt to adjusted tangible equity [ATE]) increased to 5.8x at year-end 2013 from 3.3x a year earlier. The rise in leverage isn't particularly negative, in S&P's view, for two reasons: S&P expected leverage to increase over time as the company's assets grew from a relatively small base; and the IO acquisition included a high proportion of prime assets and significantly lowered the company's credit risk, making higher leverage manageable. In addition, GM injected roughly $1.3 billion of capital into GM Financial as part of the acquisition, demonstrating its commitment to GM Financial's capital adequacy and ability to function as a source of financing strength during times of stress in the funding markets. S&P expects that leverage will continue to increase in the next few years as GM Financial's balance sheet grows. The company is targeting earnings assets at about 6x-8x tangible net worth (roughly 5-7x debt/ATE), which S&P thinks is appropriate if the company's asset growth is concentrated in higher-quality prime consumer and commercial loans. "Our positive outlook matches our outlook on GM and reflects our view that GM Financial is a highly strategic subsidiary of the GM. We could raise the ratings one notch if we positively reassess GM's business risk profile to satisfactory from fair. We believe that GM Financial's role within GM will become more important as the company builds its domestic commercial and prime retail business and integrates the acquired international operations. As such, we will continue to assess GM Financial's group status based on the growing proportion of GM originations in GM Financial's receivables portfolio, especially in the U.S. This could result in GM Financial being designated as a core captive subsidiary. If this occurs, we could raise the rating on GM Financial so that it is equal to that on its parent," S&P added. If S&P was to revise its outlook on GM to stable, it could also revise the rating outlook on GM Financial if S&P believed there wasn't a significant chance it would reassess its group status and designate it as a core subsidiary in the next year. S&P could also lower the rating on GM Financial if it lowered the rating on GM. GLOBAL GEOPHYSICAL: Moody's Lowers Corp. Family Rating to Caa2 -------------------------------------------------------------- Moody's Investors Service downgraded Global Geophysical Services, Inc.'s Corporate Family Rating (CFR) to Caa2 from B3, Probability of Default Rating (PDR) to Caa2-PD from B3-PD, and senior unsecured notes to Caa3 from Caa1. The rating outlook remains negative. "The downgrade reflects GGS's high leverage profile and severely limited liquidity position that has heightened the likelihood of default over the near term," stated Michael Somogyi, Vice President and Senior Analyst. Issuer: Global Geophysical Services, Inc. Downgrades: Corporate Family Rating, downgraded to Caa2 from B3 Probability of Default rating, downgraded to Caa2-PD from B3-PD $200 million Senior Unsecured Regular Bond/Debenture, downgraded to Caa3 from Caa1 $50 million Senior Unsecured Regular Bond/Debenture, downgraded to Caa3 from Caa1 Affirm Speculative Grade Liquidity (SGL) Rating, SGL-4 Ratings Rationale The downgrade reflects a heightened likelihood of a distressed exchange or filing for bankruptcy over the near-term as Global announced it has retained financial advisors to assist in reviewing financial and strategic alternatives for addressing its liquidity needs, including obtaining additional capital and/or a financial restructuring. In connection with this, Global has entered into a forbearance agreement with TPG Specialty Lending, Inc. that precludes senior secured lenders from exercising any rights and remedies in connection with certain specified defaults and events of default before March 24, 2014. The company also announced a delay in filing its Form 10-k and the restating of financial results due to accounting errors resulting from a material weakness in the company's internal controls. The SGL-4 Speculative Grade Liquidity rating reflects GGS's weak liquidity position. On September 30, 2013, Global entered into a financing agreement with TPG Specialty Lending, Inc. (unrated) and funds managed by Tennenbaum Capital Partners, LLC (unrated). Global has no additional borrowing capacity under its $82.8 million Term A Loan and has limited access to additional debt and equity capital. The Caa3 senior unsecured note rating reflects Global's' overall probability of default, to which Moody's has assigned a PDR of Caa2-PD, and a loss given default of LGD4-64%. The size of the senior secured potential priority claim relative to the $250 million senior unsecured notes results in the notes being rated one notch beneath the Caa2 CFR under Moody's Loss Given Default Methodology. The outlook remains negative. The ratings could be further lowered if Global's capital structure is altered in a manner that constitutes a distressed exchange or the company files for bankruptcy. In order to stabilize the rating, Global would need to enhance its liquidity position and become current on its filings. An upgrade is not likely in the near-term. The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 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. Global Geophysical Services, Inc. is a seismic data company that offers an integrated suite of seismic data solutions to the global oil and gas industry. Global Geophysical Services is headquartered in Houston, Texas. GRAND CENTREVILLE: Hires Resource International as Consultant ------------------------------------------------------------- Grand Centreville, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Resource International, Ltd. as consultant to perform a Phase I Environmental Site Assessment. Resource International will be paid $2,800 upon completion of its services. Lynn L. Tavenner, member of Resource International, 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. Resource International can be reached at: Anthony Creech RESOURCE INTERNATIONAL, LTD. P.O. Box 6160 9560 Kings Charter Drive Ashland, VA 23005 Tel: (804) 550-9209 Fax: (804) 550-9259 About Grand Centreville Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed by Michael L. Schuett, principal of Black Creek Consulting Ltd., the receiver. Judge Robert G. Mayer presides over the case. Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, in Richmond, Va., represent the Debtor as counsel. The Debtor owns the real property located at 13810-13860 Braddock Road, Centreville, Virginia. In its schedules, the Debtor disclosed $40,550,046 in assets and $26,247,602 in liabilities as of the petition date. Wells Fargo Bank, N.A. -- as trustee for the registered holders of JP Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13, the secured creditor of Grand Centreville, LLC -- has sought dismissal of the Debtor's Chapter 11 case. It insists that the bankruptcy case was filed in bad faith and that the Receiver has no standing to file the bankruptcy petition. GRAND CENTREVILLE: Taps KLNB LLC as Broker and Agent ---------------------------------------------------- Grand Centreville LLC asks permission from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ KLNB LLC as real estate broker and marketing agent. KLNB LLC will assist the Debtor in the sale of Shopping Center located at 13810-13860 Braddock Rd., and commonly known as the Old Centreville Crossing Shopping Center. KLNB LLC will be compensated as provided in the Agreement. Commissions shall be 0.8% of the gross purchase price. The gross purchase price shall include any and all consideration received or receivable, in whatever form, including but not limited to assumption or release of existing liabilities. If a cooperating broker procures the buyer of the Property, the Commission shall be increased to 1.25% of the gross purchase price, which Commission Broker shall share equally with the cooperating broker by paying such cooperating broker a commission equal to 0.625% of the gross purchase price (the "Co-Brokerage Commission") from the Broker's commission. The Broker acknowledges that the Seller and/or Receiver and/or any of their respective officers, employees, agents, consultants, representatives, members or attorneys have been in discussions with those interested parties ("Seller Prospects") to purchase the Property. The Broker will pursue the Seller Prospects and bring one of them to closure if at all possible. As compensation for closing one of the Seller Prospects, in lieu of the aforesaid 0.8% commission, the Broker will be paid a flat fee of $250,000. The Seller Prospects are: -- Michael Z. Jacoby/Broad Street Ventures, LLC, and or affiliates or assigns; -- C.S. Taylor Burke and/or affiliates or assigns; -- Lincoln Property Company and/or affiliates or assigns; and -- Steven A. Bannister/Capital Investment Advisors LLC and/or affiliates or assigns The Commission is earned when the PSA is fully executed and shall be payable only upon settlement on the Sale. The Broker acknowledges that settlement on any Sale is subject to Owner obtaining approval of the sale by the Bankruptcy Court; which approval is within the sole discretion of the Bankruptcy Court and subject to the consent of parties other than Owner, and therefore outside the control of Owner. No commission shall be payable in the event any of the court order or approvals are denied. KLNB LLC can be reached at: KLNB LLC 42395 Ryan Road, Suite 200 Brambleton, VA 20148 Tel: (703) 722-2700 Fax: (703) 722-2730 About Grand Centreville Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed by Michael L. Schuett, principal of Black Creek Consulting Ltd., the receiver. Judge Robert G. Mayer presides over the case. Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, in Richmond, Va., represent the Debtor as counsel. The Debtor owns the real property located at 13810-13860 Braddock Road, Centreville, Virginia. In its schedules, the Debtor disclosed $40,550,046 in assets and $26,247,602 in liabilities as of the petition date. Wells Fargo Bank, N.A. -- as trustee for the registered holders of JP Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13, the secured creditor of Grand Centreville, LLC -- has sought dismissal of the Debtor's Chapter 11 case. It insists that the bankruptcy case was filed in bad faith and that the Receiver has no standing to file the bankruptcy petition. GRAND CENTREVILLE: Hires Property Condition as Consultant --------------------------------------------------------- Grand Centreville, LLC seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to employ Property Condition Assessments, LLC ("PCA") as consultant. PCA will evaluate the general condition of the Debtor's existing facilities relative to a potential disposition transaction in this Chapter 11 case. PCA will be compensated as follows: Property Condition Assessment $3,850 Mech/Elect/Plumb/Ltd. Fire and Life Safety Systems Assessment $2,300 Roofing Assessment $800 Optional Services: (a) Structural Assessment $2,700 (b) Public Records Review $650 PCA will also be reimbursed for reasonable out-of-pocket expenses incurred. PCA can be reached at: PROPERTY CONDITION ASSESSMENTS, LLC P.O. Box 681110 Park City, UT 84068 Tel: (626) 685-9560 Fax: (626) 685-9570 About Grand Centreville Grand Centreville, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-13590) on Aug. 2, 2013. The petition was signed by Michael L. Schuett, principal of Black Creek Consulting Ltd., the receiver. Judge Robert G. Mayer presides over the case. Paula S. Beran, Esq., and Lynn L. Tavenner, Esq., at Tavenner & Beran, PLC, in Richmond, Va., represent the Debtor as counsel. The Debtor owns the real property located at 13810-13860 Braddock Road, Centreville, Virginia. In its schedules, the Debtor disclosed $40,550,046 in assets and $26,247,602 in liabilities as of the petition date. Wells Fargo Bank, N.A. -- as trustee for the registered holders of JP Morgan Chase Commercial Mortgage Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13, the secured creditor of Grand Centreville, LLC -- has sought dismissal of the Debtor's Chapter 11 case. It insists that the bankruptcy case was filed in bad faith and that the Receiver has no standing to file the bankruptcy petition. GREEN FIELD: Creditors Object to Sealing of Examiner Report ----------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the Chapter 11 cases of Green Field Energy Services, Inc., et al., and unsecured creditors Schneider Logistics, Inc., and Schneider National Bulk Carriers Inc., ask the U.S. Bankruptcy Court for the District of Delaware to deny the Chapter 11 Examiner's request to file its report under seal. Citing Section 107 of the Bankruptcy Code, which, according to the Committee, contemplates a "strong presumption in favor of public access to bankruptcy proceedings and records," the Committee said it opposes the Examiner's request for two reasons: (1) there is no legitimate legal basis for shielding the Examiner's Report from public review; and (2) all parties-in-interest would benefit significantly from open access to the Examiner's Report. Schneider argued that the Examiner's effort to seal the Report and shield it from public review is inconsistent with both the Bankruptcy Code and public policy supporting public access to court records. Moreover, Schneider further argued that allowing the Report to be sealed will impede creditors' ability to make an informed decision on whether to vote in support of, or against, the Plan. The Committee is represented by Steven K. Kortanek, Esq., Kevin Mangan, Esq., and Morgan L. Patterson, Esq., at WOMBLE CARLYLE SANDRIDGE & RICE, LLP, in Wilmington, Delaware; Robert J. Stark, Esq., at BROWN RUDNICK LLP, in New York; and Howard L. Siegel, at BROWN RUDNICK LLP, in Hartford, Connecticut. Karen C. Bifferato, Esq., at Connoly Gallagher LLP, in Wilmington, Delaware; and Aaron G. McCollough, Esq., and Paul J. Catanese, Esq., at McGuireWoods LLP, in Chicago, Illinois, represent Schneider. 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. GREEN FIELD: To Sell Turbine Powered Technology to Noteholders -------------------------------------------------------------- Green Field Energy Services, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to sell their membership interest in Turbine Powered Technology, LLC, to TPT Acquisition, Inc., an entity to be formed by, and owned by, holders of notes issued by GFES on Nov. 15, 2011. The purchase price for the Membership Interests will be in the form of a credit bid in the amount of $17,750,000 in principal amount of the Notes. Upon the closing, the Buyer will cause notes in the aggregate principal amount of $17,750,000 to be surrendered in exchange for the Membership Interests. As a condition to closing, the Seller will first transfer $1,500,000 of the Noteholders' cash collateral to either TPT or the Buyer. GFES owns or will own prior to closing 52.21% of the issued and outstanding Membership Interests in the Company. The Debtors said entering into the transaction has a sound business justification, including reducing the unsecured deficiency claim of the holders of the Credit Bid Notes, which will increase the overall recovery of the Debtors' other general unsecured creditors. The Debtors add that without an immediate cash infusion, TPT's survival may be in jeopardy. A hearing to consider approval of the motion will be held on March 25, 2014, at 10:00 a.m. (ET). 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. 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. GREEN POWER: UST Seeks Dismissal of Biofuels Company's Case ----------------------------------------------------------- Kristi Pihl, writing for Tri-City Herald, reported that the U.S. trustee assigned to biofuel company Green Power Inc.'s bankruptcy case (Bankr. E.D. Wash. Case No. 14-11274) on Friday asked a bankruptcy judge in Seattle, Wash., to dismiss the case, citing the company's lack of an attorney and insurance. The company also failed to file all the information needed for a Chapter 11 bankruptcy. The report said Judith Calhoun, Green Power's acting CEO, had asked the court for more time to file the information, claiming she couldn't access Green Power's records. After Friday's hearing, Ms. Calhoun filed a motion asking for an extension so she could hire an attorney, according to the report. She said the company lacks money now to hire an attorney, but that income is expected because the company is being sold. She previously told the Herald that Green Power is being sold to Atlantis Renewable Energy Systems, which she said is a Delaware company that includes several U.S. and international investors. The report also noted that the company's founder and CEO, Michael Spitzauer, is currently in federal custody in Yakima waiting for a trial on charges of wire fraud, aggravated identity theft and money laundering that are connected to his business. Moreover, the Port of Pasco, Green Power's landlord, is trying to evict the company from the Big Pasco Industrial Park. Franklin County is waiting to finalize a $58,700 auction of some of the company's equipment and tools to pay for unpaid personal property taxes. Both those actions have been stayed in view of the bankruptcy. The port already had asked the bankruptcy judge if could continue with its Franklin County Superior Court case to evict the company. The report noted that bankruptcy records show Green Power claims it has $10 million in assets, including a partially built plant in Pasco, while 14 creditors say the company owes them $30.5 million. GYMBOREE CORP: Bank Debt Trades at 10% Off ------------------------------------------ Participations in a syndicated loan under which Gymboree Corp is a borrower traded in the secondary market at 89.64 cents-on-the- dollar during the week ended Friday, March 21, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.57 percentage points from the previous week, The Journal relates. Gymboree Corp pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 23, 2018. The bank debt carries Moody's B2 and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 204 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. Headquartered in San Francisco, California, The Gymboree Corporation is a leading retailer of infant and toddler apparel. The company designs and distributes infant and toddler apparel through its stores which operates under the "Gymboree", "Gymboree Outlet", "Janie and Jack" and "Crazy 8" brands in the United States, Canada and Australia. Revenues are approximately $1.2 billion. The company is owned by affiliates of Bain Capital Partners LLC. HELLAS TELECOMMUNICATIONS: Liquidators File 2nd Suit v. TPG, Apax ----------------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the liquidators of Hellas Telecommunications (Luxembourg) II SCA's sued TPG Capital Management LP and Apax Partners LLP in U.S. Bankruptcy Court in Manhattan on March 13 claiming the private-equity firms left the wireless company insolvent. They filed a similar lawsuit in U.S. district court the same day. According to Mr. Bathon, lawyers for the liquidators didn't respond to an e-mail seeking an explanation on why they filed complaints in both the bankruptcy and federal court in Manhattan. The lawsuit in bankruptcy seeks more than $1.3 billion from the private-equity firms, claiming they used Hellas "to carry out the highly leveraged acquisition of a pair of Greek businesses" and caused the company to borrow more than 1 billion euros ($1.4 billion) in additional funds that were "immediately siphoned out of the company without consideration," the report related. Owen Blicksilver, a spokesman for TPG, called the suit filed in bankruptcy court "totally without merit," the report further related. Apax's director of communications, Sarah Rajani, called it "a rehash of the ill-founded claims filed in prior cases going back to 2011." The case is In re Manhattan federal court is In re Hosking v. TPG Capital Management LP, 14-cv-1749, U.S. District Court, Southern District of New York (Manhattan). About Hellas Telecommunications In February 2007, Hellas Telecommunications was purchased from TPG Capital LP and Apax Partners by the Italian telecommunications giant Weather Group. The Company later suffered liquidity problems and commenced administration proceedings in the U.K. in November 2009. The administrators sold 100% of the shares of Wind Hellas to the existing owners, the Weather Group. An order placing the Company into liquidation was entered on Dec. 1, 2011. Andrew Lawrence Hosking and Carl Jackson, as Joint Liquidators petitioned for the Chapter 15 protection for the Company (Bankr. S.D. N.Y. Case No. 12-10631) on Feb. 16, 2012. Bankruptcy Judge Martin Glenn presides over the case. The Debtor estimated assets and debts of more than $100,000,000. The Debtor did not file a list of creditors together with its petition. The petitioners are represented by Howard Seife, Esq., at Chadbourne & Parke LLP. HOFFMASTER GROUP: S&P Revises Outlook to Neg. & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Hoffmaster Group Inc. to negative from stable. S&P affirmed its 'B' corporate credit rating on the company. At the same time, S&P affirmed the 'B' issue-level rating (the same as the corporate credit rating) on the first-lien facilities. The recovery rating on this debt remains '3', which indicates S&P's expectation of meaningful (50% to 70%) recovery in the event of a payment default. S&P also affirmed its 'CCC+' issue-level rating (two notches below the corporate credit rating) on the second-lien facilities. The recovery rating on this debt remains '6', which indicates S&P's expectation of negligible (0% to 10%) recovery in the event of a payment default. "The outlook revision to negative reflects the potential for lower ratings which could result from weaker liquidity and the increased likelihood of a covenant breach in the next few quarters," said Standard & Poor's credit analyst Henry Fukuchi. S&P expects the maximum leverage covenant related to Hoffmaster's first-lien facilities to step down to 5.5x from 5.75x for the first quarter, 5.25x for the second quarter, and 5x for the third and fourth quarters of 2014. In light of this aggressive step-down schedule, S&P believes covenant compliance could become problematic if the company falls slightly short of its forecasts due to any unexpected difficulties resulting in lower profitability or higher debt levels. While S&P expects improving operating trends based on its scenario forecasts this year, S&P believes EBITDA cushion levels will remain in the low-single-digit percentage area with the ongoing risk for a violation in next few quarters. Nonetheless, in light of S&P's expectation of favorable operating trends, if a covenant violation appeared imminent, S&P believes Hoffmaster should be able to amend its covenants, obtain a waiver, or satisfy its financial covenants through an equity cure from its sponsors. The ratings on Oshkosh, Wis.-based Hoffmaster reflect a "weak" business profile that incorporates the company's position as a niche player in disposable tableware products with limited product and geographic diversity and moderate customer concentration. In addition, Standard & Poor's Ratings Services views the financial risk profile as highly leveraged and liquidity as less than adequate. S&P believes financial policy is likely to be very aggressive, particularly in light of the leveraging acquisition by Metalmark in 2011. Some mitigating factors include the company's long-standing customer relationships, sizable positions with leading North American food service providers, above-average profit margins and cash flow generation, and a favorable debt maturity profile. The negative outlook reflects the potential for lower ratings if liquidity measures weaken further and a covenant breach appears imminent. The company is currently maintaining very tight headroom (less than 5%) under the maximum total leverage covenant and, in view of scheduled step-downs, could breach this covenant in the next few quarters, particularly if operating expectations fall slightly short of our forecast. However, S&P expects that fairly predictable business conditions and likely higher cash flow generation over the next 12 months to mitigate some of this risk and provide some comfort regarding the company's ability to amend covenants or obtain an equity cure if necessary. S&P may lower the ratings if unexpected cash outlays, aggressive financial policies, or business challenges reduce the company's liquidity position even further, heightening the risk of a covenant violation. However, even if the company addressed its liquidity and covenant issues, S&P could lower the ratings if operating margins weaken by 200 basis points or more and if volumes decline 7% or more from current levels. In this downside scenario, S&P expects leverage to increase to 7x or more, and FFO to adjusted debt to decrease below 5% and no clear prospects of recovery. S&P could raise the ratings modestly if operating results are favorable over time, S&P revises its liquidity assessment to "adequate," and FFO to adjusted debt strengthens to and is consistently above 15% through a business cycle. S&P currently expects FFO to adjusted debt to improve toward 10% in 2014 and remain within 10% to 15% over time. HOUSTON REGIONAL: Astros' Motion to Strike Removal Notice Denied ---------------------------------------------------------------- David Barron, writing for The Houston Chronicle, reported that Bankruptcy Judge Marvin Isgur, in a three-page opinion filed Thursday, denied a motion by the Houston Astros that would have overturned Comcast's move last November sending a lawsuit by Astros owner Jim Crane to federal court. According to the report, Judge Isgur held that while Comcast was on solid procedural grounds in moving Mr. Crane's lawsuit against Comcast, NBC Universal and former team owner Drayton McLane to federal court, he still has "substantial concerns" as to whether the case belongs before him. Mr. Crane's Houston Baseball Partners LLC asked the Bankruptcy Court to remand its lawsuit against McLane Champions, LLC, R. Drayton McLane, Jr., Comcast Corporation and NBCUniversal Media, LLC, to the 80th Judicial District Court, Harris County, Texas. Houston Baseball Partners on March 10 filed a Motion to Strike Comcast Defendants' Notice of Removal, disputing the jurisdictional allegations. The report noted that in the lawsuit, Houston Baseball Partners claims that McLane and Comcast officials conspired to withhold information regarding Comcast SportsNet Houston's pricing structure when Mr. Crane was negotiating to buy the team from McLane in 2010. CSN Houston, the Astros-Rockets-Comcast partnership that airs Astros and Rockets games, has failed to turn a profit or gain widespread subscriber deals since its fall 2012 launch and is now under Chapter 11 bankruptcy protection. According to the Chronicle, Judge Isgur said that while he has "substantial concerns regarding the substance of the removal, the motion to strike is based on procedural issues. Because there is no procedural defect, the motion to strike is denied." The report, however, noted that Judge Isgur said earlier last week he was unsure if he had "subject matter jurisdiction" to hear the case and also has questions based on whether McLane and Comcast officials acted on their own behalf or as representatives of their respective companies when they had the conversations in question with Mr. Crane and his group. The report also noted Judge Isgur will conduct a hearing on the remand motion May 12. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOUSTON REGIONAL: March 28 Closed-Door Meeting in Astros' Appeal ---------------------------------------------------------------- David Barron, writing for The Houston Chronicle, reported that Astros general counsel Giles Kibbe says the team is encouraged by U.S. District Judge Lynn Hughes' order setting a March 28 closed- door conference to discuss the partnership. Judge Hughes is hearing the Astros' appeal of a February order placing the CSN Houston partnership under Chapter 11 protection. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOUSTON REGIONAL: Seeks to Provide "Make-Good" Ads -------------------------------------------------- David Barron, writing for The Houston Chronicle, reported that Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston, has asked Judge Marvin Isgur for permission to provide advertisers with "make-good" ads. Make-goods are awarded when a network's Nielsen ratings fall short of levels guaranteed to advertisers when they purchased ad time. According to the report, CSN Houston's counsel say the network's relationship with advertisers may "disintegrate" if it does not provide make-good ads to 47 advertisers. They estimated the value of the network's advertising under-deliveries at $1.505 million. According to the report, while detailed information about current ad sales is not available, a proposed budget submitted to the court after the Chapter 11 designation estimated CSN Houston's ad revenue at about $180,000 per week. The Houston Chronicle also reported that CSN Houston continues to struggle financially, recording a net loss of $29 million since the Sept. 27 filing of Comcast's motion to place the network under Chapter 11 protection. A report filed with the court lists revenues for the period of Sept. 27 through Jan. 31 lists $15.5 million in revenue and operating expenses of $40.3 million. Another report filed with the court regarding the network's financial status as of Sept. 27, when the involuntary Chapter 11 petition was filed, listed assets totaling $17.08 million and liabilities totaling $131.12 million. Of the latter figure, $100 million was Comcast's $100 million secured loan for startup costs and $27 million was in unpaid rights fees owed the Astros. The latest report, as of Jan. 31, lists assets at $30.2 million and liabilities at $165.8 million, including the Rockets' unpaid rights fees since the start of the NBA season. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOUSTON REGIONAL: Astros Request Oral Argument in Appeal -------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Major League Baseball's Houston Astros want to make oral arguments before a judge decides its appeal of a bankruptcy court's ruling allowing affiliates of Comcast Corp. to involuntarily force a television joint venture into bankruptcy. The Astros and the National Basketball Association's Rockets, which co-own the network with Comcast, requested a hearing the week of March 24 to plead their case before U.S. District Judge Lynn N. Hughes, the report said, citing court documents filed March 12 in federal court in Houston. The report related that U.S. Bankruptcy Judge Marvin Isgur last month denied the Astros' bid to dismiss the bankruptcy, rejecting its argument that the network's restructuring is futile. The Rockets supported Comcast's efforts to put the network in bankruptcy. The Astros called the bankruptcy a power grab by Comcast that's intended to strip the network of its value and buy it on the cheap, the report further related, citing court filings. The bankruptcy has prevented the Astros from ending the club's media rights agreement, which the team says is unprofitable, in favor of a new deal that it claims would better reflect market rates. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. INFOGROUP INC: Moody's Lowers CFR to 'B3'; Outlook Stable --------------------------------------------------------- Moody's Investors Service downgraded Infogroup, Inc's corporate family rating to B3 from B2, probability of default rating to Caa1-PD from B3-PD, and the rating on the company's first lien senior secured credit facilities, including term loan and revolving credit facility, to B3 from B2. The rating outlook is stable. The rating downgrade reflects the company's weaker than expected revenue and operating trends, which have led to credit metrics that are more consistent with the B3 rating category. For most of 2013, Infogroup experienced revenue declines across all of its business segments, with the exception of Yes Lifecycle, due to customer attrition, lower recurring revenues from existing clients, lower subscription volumes and some price competition in a few product lines. These factors have resulted in reduced scale and lower earnings generation. The following rating actions were taken: Corporate family rating, downgraded to B3 from B2; Probability of default rating, downgraded to Caa1-PD from B3-PD; $45 million first lien senior secured revolving credit facility due 2016, downgraded to B3 (LGD3-32%) from B2 (LGD3, 32%); $260 million first lien senior secured term loan due 2018, downgraded to B3 (LGD3-32%) from B2 (LGD3, 32%); The rating outlook is stable. Ratings Rationale Infogroup's B3 corporate family rating reflects its high financial leverage of over 7.0x adjusted debt to EBITDA, significant customer attrition and declining revenue and earnings trends. These trends have contributed to diminished scale and weak credit metrics. Additionally, the rating reflects the company's exposure to cyclical trends in marketing expenditures, as well as the rapidly evolving competitive landscape and increasing competition from social media/internet. The rating also incorporates our view that Infogroup's key credit metrics will remain weak in the intermediate term amid a challenging operating and competitive environment. Notwithstanding the concerns, the rating is supported by the recurring nature of subscription-based revenues, broad proprietary database capabilities and implementation of real-time data marketing solutions that are expected to drive new wins. Moody's recognizes that the company's more recent business trends show better comparisons and that new customer wins across various business segments should begin contributing to stabilization of operating performance. Infogroup's liquidity is constrained by financial covenant requirements, including a net leverage ratio test that steps down and an interest coverage ratio that steps up, which will result in limited compliance cushion going forward. Our expectation of limited free cash flow generation also constrains liquidity. The stable outlook reflects our view that the company's revenue declines are narrowing and that operating trends should begin to stabilize in the intermediate term. The ratings could be considered for a downgrade should the company's revenues and earnings fail to stabilize and continue to decline on a year-over-year basis, causing adjusted debt to EBITDA to remain above 6.0x for an extended period of time, or if the liquidity profile weakens substantially. Given currently weak operating trends, upward rating pressure is not expected in the intermediate term. Over a longer time horizon, if the company grows its revenues and expands scale, reduces debt to EBITDA below 5.0x through a combination of earnings growth and debt repayments, ratings could be considered for an upgrade. Infogroup Inc., headquartered in Omaha, Nebraska, is a provider of proprietary business and consumer data, data processing and multi- channel marketing services. The company's products and services are used by clients for identifying prospective customers, initiating direct mail and e-mail campaigns to prospective and existing customers, analyzing and assessing market potential, and surveying competitive markets in order to increase sales and customer loyalty. Infogroup is privately owned by CCMP Capital Advisors, LLC and its affiliates. The principal methodology used in this rating was the 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. INNER HARBOR WEST II: Tiderock Files Involuntary Chapter 7 ---------------------------------------------------------- Natalie Sherman, writing for The Baltimore Sun, reported that Tiderock Capital LLC on Friday filed an involuntary Chapter 7 bankruptcy petition against Inner Harbor West II LLC, alleging it is owed more than $2 million for an unsecured loan. Inner Harbor West II owns part of the Westport waterfront project by developer Patrick Turner. The report says the bankruptcy filing blocked a scheduled foreclosure auction at the last minute. The report relates Citigroup Global Markets Realty Corp. moved against Inner Harbor West II in January, seeking to foreclose on about 25 acres. An auction was scheduled for 11 a.m. March 21. According to the report, Mr. Turner's Westport land was used to secure a $30 million loan to his development team in 2007 from Citigroup. The loan came due in 2010. The report said the bankruptcy filing allows Mr. Turner to find an investor for the project, and provides breathing room as Mr. Turner attempts to wring a deal out of Citigroup that will allow him to see through his $1.4 billion vision, which called for thousands of homes, two hotels, a skyscraper and a park. The report also said Stein Investment Group, an Atlanta-based private equity firm, said it is working with Mr. Turner to try to buy the loan's promissory note from Citigroup and hopes to back the project as it moves forward. The other Turner entity that owns the properties, Inner Harbor West LLC, was placed in involuntary Chapter 7 bankruptcy last year by two creditors just before a scheduled foreclosure auction of the entire property. That case has been converted to Chapter 11 reorganization and on March 18, Judge Robert Gordon denied Mr. Turner's team an extension to file a bankruptcy exit plan, saying he did not see evidence of a possible route out of bankruptcy. Inner Harbor West LLC became the subject of a Chapter 7 involuntary bankruptcy petition filed by two creditors: C. Frye Associates, LLC, and Dixie Construction. The involuntary Chapter 7 bankruptcy case, filed on Feb. 8, 2013, is Bankr. D. Md. Case No. 13-12198. Jeffrey M. Sirody, Esq., represents Inner Harbor West in the bankruptcy case. The petitioning creditors are represented by Marc A. Ominsky, Esq., at The SOS Law Group, in Columbia, Maryland. Judge Robert A. Gordon converted the case to Chapter 11 in March 2013. INSTITUTO MEDICO: Says US Trustee Fees for 2013 4th Qtr Was Paid ---------------------------------------------------------------- Instituto Medico Del Norte, Inc., objects to the U.S. Trustee's move for the dismissal of its Chapter 11 case for alleged failure to pay $12,765 in U.S. Trustee fees for the fourth quarter of 2013. The Debtor insists that it has paid the U.S. Trustee fees. The Debtor says that although there is a slight discrepancy between the amounted stated in the Motion to Dismiss and the payments made, it has made payments in accordance with the invoices it has received. The Debtor narrates that in January 2014, it received an invoice from the UST for $325 for the fees related to the fourth quarter of 2013. The Debtor paid the said invoice on January 15, 2014 with check No. 432. By February, the Debtor received a second invoice, titled "Notice of Delinquency" in which the fees were "adjusted to fees charged from previous statement" to the amount of $10,075. The Debtor sent payment of the $10,075 to the office of the U.S. Trustee in Atlanta, GA on February 19, 2014 with check No. 1141. There was a discrepancy from the amount claimed by the UST in its Motion to Dismiss and the invoices received by the Debtor. To those effects, the Debtor contacted the office of the UST and received a statement of account on February 26, 2014. A payment for the remaining $2,600, Check No. 1312, was mailed on February 26, 2014 to the office of the UST in Atlanta, GA, the Debtor relates. About Instituto Medico Instituto Medico del Norte, Inc., aka Centro Medico Wilma N. Vazquez, aka Hospital Wilma N. Vazquez Skill Nursing Facility of Centro Medico Wilma N. Vazquez, sought protection under Chapter 11 of the Bankruptcy Code on Oct. 30, 2013 (Bankr. D.P.R. Case No. 13-08961). The case is assigned to Judge Mildred Caban Flores. The Debtor scheduled $20,843,692 in total assets and $20,107,642 in total liabilities. The Debtor, however, said its real property has a book value of $16,000,000 and personal property is worth $6,105,979. The Debtor is represented by Fausto David Godreau Zayas, Esq., and Rafael A. Gonzalez Valiente, Esq., at Latimer Biaggi Rachid & Godreau, in San Juan, Puerto Rico. Luis B. Gonzalez & Co. CPA's P.S.C. serves as accountant. The U.S. Trustee for the District of Puerto Rico in December appointed Dr. Carlos Mellado (b/t Lcda Dinorah Collazo Ortiz) as patient care ombudsman. INTERFAITH HOSPITAL: Files Ch. 11 Plan & Disclosure Statement ------------------------------------------------------------- Interfaith Medical Center, Inc., filed with the U.S. Bankruptcy Court for the Eastern District of New York a plan of reorganization under which the New York State Department of Health has committed to fund the operations of IMC's hospitals and clinics from the present until approximately March 2015, subject to the proviso that during that time period hospital and clinic operations might be modified and the clinics might be transferred. The operational and restructuring goals will be to preserve the delivery of critical healthcare services in IMC's community while complying with applicable restrictions on funding. Decisions in that regard will be made by IMC's new chief restructuring officer, Melanie Cyganowski, who will become IMC's Temporary Operator on the Effective Date, in consultation with IMC's new CEO, DOH, and the Dormintory Authority of the State of New York. Under the Plan, holders of Class 1 (Allowed Priority Claims), Class 2 (Allowed Priority Tax Claims) and Class 3 (Allowed Other Secured Claims) will will be paid in full in Cash. Class 4 (DASNY Claims) will be satisfied in full by the conveyance, free and clear of all liens, of the assets of the Debtor to DASNY and the releases of claims. Class 5 (East Building Claims, 1545 Atlantic Development LLC Claim) will receive: (a) the [$4,026,006.28] paid by the Debtor to 1545 Atlantic prepetition; (b) the $300,000 paid by the Debtor to 1545 Atlantic for the postpetition period through March 31, 2014; (c) [$25,000 per month from Debtor and, after the Effective Date, DASNY's designee for the period April 1, 2014 through [__]]; and (d) an Allowed General Unsecured Claim in Class 6 of [$2,000,000]. Each holder of a Class 6 (Allowed General Unsecured) Claim will receive rights to a pro rata distribution from the Liquidating Trust. Holders of Existing Equity Interests will not receive or retain any distribution under the Plan. The Debtors ask the Court to approve the proposed Disclosure Statement in a hearing scheduled for April 9, 2014, at 10:00 a.m. (Eastern Time). Objections to the Disclosure Statement must be submitted on or before April 1. The Debtors also ask the Court to establish the following dates: April 1, 2014 -- Voting Record Date May 12, 2014 -- Confirmation Hearing May 5, 2014 -- Confirmation Objection Deadline Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that IMC, prior to filing the Plan, said there was an agreement in principle with the DASNY that should make reorganization feasible. If implemented, the arrangement will give the hospital "substantial funding" to pay costs of the bankruptcy and allow continued operations "for an extended period," Mr. Rochelle related. A full-text copy of the Chapter 11 Plan dated March 21, 2014, is available for free at http://is.gd/XJgaQqand the Disclosure Statement explaining the Plan at http://is.gd/oKqQLT About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. ITT EDUCATIONAL: Delays Filing of 2013 Annual Report ---------------------------------------------------- ITT Educational Services on March 21 disclosed that it did not file its Annual Report on Form 10-K for the fiscal year ended December 31, 2013 on or before the extended due date of March 18, 2014. The company has received a notice from the New York Stock Exchange that the company is subject to the NYSE's procedures under its timely filing criteria as a result of the company's failure to file the 2013 Form 10-K by March 18, 2014. The issuance of such a notice is considered routine practice in situations where there are late filings with the Securities and Exchange Commission. Under NYSE rules, the company has six months from March 18, 2014 to file the 2013 Form 10-K. Until the company files the 2013 Form 10-K, its common stock will remain listed on the NYSE under the symbol "ESI," but will be assigned a "LF" indicator to signify late filing status. The company can regain compliance with the NYSE listing standards during the six-month period once it files the 2013 Form 10-K with the SEC. As previously disclosed, although the company's management has been working diligently to complete all of the required analyses and reviews, issues relating to the accounting treatment for the variable interest entity involved in the PEAKS Private Student Loan Program have caused the delays associated with completing the company's financial statements, footnotes and related disclosures for the 2013 Form 10-K. The company submitted a preclearance request to the Office of the Chief Accountant of the SEC on March 18, 2014 relative to the accounting treatment for the variable interest entity involved in the PEAKS Program, and the company is also continuing to work to complete other items necessary to finalize the company's financial statements, footnotes and related disclosures. The company is working diligently to complete the 2013 Form 10-K and file it as soon as practicable. Due to the uncertainty with respect to the timing of the completion of the necessary reviews and analyses, however, there can be no assurance that the company will be able to file the 2013 Form 10-K within the NYSE's six- month cure period. In the event the company fails to file its 2013 Form 10-K by the expiration of the six-month cure period, the NYSE may commence proceedings to delist the company's common stock, unless the NYSE grants, in its sole discretion, a further extension of up to six months. There can be no assurance that the NYSE would grant a further extension to the company. The company also disclosed that it has entered into a letter agreement that resolves differing interpretations of the permissibility of the payments that the company previously made on behalf of certain student borrowers under the PEAKS Program to help those borrowers avoid defaulting on their PEAKS Program private education loans, which defaults would have triggered contractually required payments by the company under its guarantee agreement related to the PEAKS Program. Pursuant to the letter agreement, any breach or event of default under the Guarantee Agreement that may have arisen or resulted from the company making Payments on Behalf of Borrowers has been waived, and no actions or other remedies will be sought against the company related to the Payments on Behalf of Borrowers. In the letter agreement, the company has agreed not to make any further payments on behalf of any borrower. In connection with the letter agreement, the company made a payment of $40.0 million to the trust under the PEAKS Program, which payment is considered a payment under the Guarantee Agreement and will be applied principally to make a mandatory prepayment of the senior debt issued by the PEAKS Program trust. The $40.0 million paid by the company will be recorded as a guarantee payment under the PEAKS Program in the fiscal quarter ending March 31, 2014. In addition, the company has revised its projected 2014 private loan program-related payments from the previously-disclosed estimated range of between $30 million and $50 million to a revised estimated range of between $100 million and $120 million, which includes the $40.0 million payment. None of the company's previously-disclosed other internal goals for the fiscal year ending December 31, 2014 are being revised at this time. The company emphasizes, however, that the projection of its 2014 private loan program-related payments and its other internal goals for 2014 are only estimates and may differ materially as a result of future events and the finalization of the company's financial statements, as discussed above. Headquartered in Carmel, Indiana, ITT Educational Services, Inc. -- http://www.ittesi.com-- is a provider of technology-oriented postsecondary degree programs. J.C. PENNEY: CEO to Get Base Salary of $1.5 Million --------------------------------------------------- Michael Calia, writing for The Wall Street Journal, reported that J.C. Penney Co. Chief Executive Myron E. Ullman will get a sizable bump in pay this year, the struggling department store chain said in a filing on March 24. Mr. Ullman is due to receive a base salary of $1.5 million in 2014, while last year he made more than $810,000. He also received nearly $1.6 million in other compensation last year -- more than $913,000 of it coming from personal use of the corporate aircraft, the report said, citing a filing earlier this year. This year, Mr. Ullman is set to get $5.5 million in equity awards, and he will be eligible to receive $3 million in bonuses, the report related. Mr. Ullman, who had previously served as Penney's CEO from 2004 to 2011, returned to the role in April after the company let go former Apple Inc. executive Ron Johnson, whose strategy for reinventing the retailer was widely perceived as a failure, the report further related. Mr. Johnson received $1.5 million in base salary -- and nearly $1.9 million in total compensation -- for 2012. Since Mr. Ullman's return, the company has reported slightly improved sales and an improved cash position, the report noted. Last month, the company said it swung to a profit while margins improved in its fiscal fourth quarter, which included the holiday shopping season, although net sales fell. About J.C. Penney J.C. Penney Company, Inc. is one of the U.S.'s largest department store operators with about 1,100 locations in the United States and Puerto Rico. * * * The Troubled Company Reporter, on March 5, 2014, reported that Standard & Poor's Ratings Services revised its outlook on J.C. Penney Co. Inc. to stable from negative. At the same time, S&P affirmed all other ratings, including the 'CCC+' corporate credit rating, on the company. As reported in the Troubled Company Reporter on Oct. 4, 2013, Fitch Ratings has downgraded the Issuer Default Ratings (IDRs) on J.C. Penney Co., Inc. and J.C. Penney Corporation, Inc. to 'CCC' from 'B-'. JACK TSAI: Yang's Claim Pegged at $0 for Voting Purposes -------------------------------------------------------- Bankruptcy Judge Peter H. Carroll granted, in part, and denied, in part, Jack Tsai's request for an order estimating the unliquidated and disputed claims of Mei Yun Yang pursuant to Sec. 502(c) of the Bankruptcy Code. The court said it will estimate each of Yang's proofs of claim, Claim # 7-1 and Claim # 8-1, at zero solely for purposes of voting and adjudicating confirmation issues. Estimation of Yang's claims is necessary to avoid undue delay in determining confirmation of Tsai's plan of reorganization. The court declines Tsai's request that Claim # 7-1 and Claim # 8-1 be estimated for purposes of final allowance and distribution under the plan. The claims will be liquidated in state court. Jack Tsai filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-27391) on July 5, 2013. Tsai worked for J.T. Thompson USA, a real estate development company founded in 1999, by his father, Chin Ming Tsai. Tsai was not a director or shareholder of JTT, and was not an officer of the corporation until the end of 2009. JTT filed a voluntary chapter 7 petition in Case No. 2:12-bk- 26473-PC, In re J.T. Thompson, Debtor, in the United States Bankruptcy Court, Central District of California, Los Angeles Division, on May 9, 2012. At that time, Tsai was a secretary of the corporation. When Tsai filed his personal bankruptcy, Tsai was a defendant in Case No. GC 049025, styled Yang v. J.T. Thompson USA, et al., pending in the Superior Court of California, County of Los Angeles, in which Yang was seeking, in pertinent part, a judgment against JTT and its officers, including Tsai, for damages on 24 separate causes of action, including alleged breach of contract, breach of fiduciary duty, constructive fraud, inducing breach of contract, conversion, fraudulent transfer of real and personal property, civil conspiracy, aiding and abetting breach of contract, fraud, negligent management, negligent misrepresentation, and unfair business practice. On Aug. 30, 2013, Yang filed these proofs of claim in Tsai's case: 1. Proof of Claim # 7-1 filed by Yang in her individual capacity in the amount of $390,289.54 for alleged breach of contract, fraud, and conversion. 2. Proof of Claim # 8-1 filed by Yang, as successor-in- interest to the bankruptcy estate of J.T. Thompson USA, in the amount of $795,100.00 for alleged fraud, conversion, embezzlement, and breach of fiduciary duty. A copy of the Court's March 19, 2014 Memorandum Decision is available at http://is.gd/at3oPAfrom Leagle.com. JEH COMPANY: United Country Cain Agency Okayed as Broker -------------------------------------------------------- The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas authorized JEH Company, et al., to employ United Country Cain Agency, Inc. as licensed real estate broker. As reported in the Troubled Company Reporter on March 4, 2014, to advance the bankruptcy proceeding, the Debtor has engaged the services of United Country Cain Agency as real estate broker to sell the unimproved property described as CR 4583 Winnsboro, Texas 75494, listed for a price of $38,159.00, being further listed as ABS 0506; Reed A; tract 5; Wood County; acres 18.171. The Debtor has employed United Country Cain to provide real estate advisory and broker services to facilitate the sale of the property. The terms of the agreement are described in a Farm and Ranch Real Estate Listing Agreement Exclusive Right to Sell. Subject to court approval, United Country Cain Agency will charge the Debtor for its services based on the Agreement, including a 6% commission on the sale price, which may be shared with a purchasing broker. United Country Cain Agency may have performed real estate services for entities affiliated with the Debtor. Sue Ragsdale, realtor's associate for United Country Cain, 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. United Country Cain can be reached at: Sue Ragsdale UNITED COUNTRY CAIN AGENCY, INC. 506 South Main Winnsboro, TX 75494 Tel: (903) 342-9987 Fax: (903) 342-3415 About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. In its schedules, JEH Company disclosed $13,606,753 and $18,351,290 in liabilities as of the Petition Date. JEH Stallion Station, Inc., disclosed $364,007 in assets and $3,982,012 in liabilities as of the Petition Date. JEH Leasing Company, Inc., disclosed $1,242,187 in assets and $155,216 in liabilities as of the Petition Date. JEH COMPANY: Can Hires Arnold & Arnold as Special Counsel --------------------------------------------------------- The Hon. Russell F. Nelms of the U.S. Bankruptcy Court for the Northern District of Texas authorized JEH Company, et al., to employ Arnold & Arnold, LLP as special counsel. As reported in the Troubled Company Reporter on Feb. 26, 2014, the Debtors want to employ Arnold & Arnold to represent the Debtors as Special Counsel (Ordinary Collection Colorado-Jean Arnold). Arnold & Arnold, LLP and Jean Arnold will assist in collections of accounts receivable that are delinquent. Ms. Jean Arnold's area of focus will be primarily accounts that were generated in Colorado, but she will not be limited to those accounts and the scope of her employment may include other non-bankruptcy ordinary services related to doing business in the state of Colorado, local taxes, and collections. Arnold & Arnold will be paid at these hourly rates: Jean C. Arnold $290 Richard M. Arnold $275 Terry Ehrlich $275 Scott H. Havn $250 Kelley G. Shirk $200 Paralegals $120 Legal Assistant $75 Office Clerk $35 Contract Attorney-project specific $150 Arnold & Arnold will also be reimbursed for reasonable out-of- pocket expenses incurred. Jean Arnold 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. Arnold & Arnold can be reached at: Jean C. Arnold, Esq. ARNOLD & ARNOLD, LLP 7691 Shaffer Parkway, Suite A Littleton, CO 80127 Tel: (720) 962-6010 Fax: (720) 962-6011 E-mail: jeanarnold@arnoldarnold.com About JEH Company JEH Company, JEH Stallion Station, Inc., and JEH Leasing Company, Inc. filed bare-bones Chapter 11 petitions (Bankr. N.D. Tex. Case Nos. 13-42397 to 13-42399) in Ft. Worth, Texas on May 22, 2013. Mark Joseph Petrocchi, Esq., at Griffith, Jay & Michel, LLP, in Ft. Worth, serves as counsel to the Debtors. JEH Company was organized in 1982 by Jim and Marilyn Helzer. According to http://www.jehroofingcompany.com/,JEHCO buys roofing material directly from the manufacturer and sell it to contractors, builders, and homeowners. JEH Leasing owns and leases equipment and vehicles primarily for use in the business of JEHCO. Stallion is in the quarter horse and thoroughbred horse business. In its schedules, JEH Company disclosed $13,606,753 and $18,351,290 in liabilities as of the Petition Date. JEH Stallion Station, Inc., disclosed $364,007 in assets and $3,982,012 in liabilities as of the Petition Date. JEH Leasing Company, Inc., disclosed $1,242,187 in assets and $155,216 in liabilities as of the Petition Date. KEYWELL LLC: Court Okays Conway MacKenzie's Stallkamp as CRO ------------------------------------------------------------ SGK Ventures, LLC, fka Keywell LLC, sought and obtained permission from the Hon. Eugene Wedoff of the U.S. Bankruptcy Court for the Northern District of Illinois to employ Conway MacKenzie Management Services, LLC to provide Timothy B. Stallkamp as chief restructuring officer ("CRO"), effective retroactive to March 3, 2014. Conway MacKenzie will also provide temporary personnel to assist Mr. Stallkamp in the execution of his duties. Among other things, the CRO and the temporary personnel will perform these services: (a) assist in the development of a Plan of Liquidation or similar method of formally winding down the estate of the Debtor; (b) evaluate the short-term cash flows and disbursement requirements of the Debtor; (c) lead treasury management functions including control over all disbursements of monies, assets or other value; (d) lead all accounting management functions, including overseeing the books and records of the Debtor; (e) assist in the claims management and reconciliation process; and (f) perform other services as requested or directed by the board or other personnel authorized by the board, and agreed to by Conway MacKenzie that is not duplicative of work others are performing for the Debtor. Conway MacKenzie will be paid at these hourly rates: Timothy B. Stallkamp $495 Managing and Senior Managing Directors $455-$835 Senior Associates and Directors $235-$495 Conway MacKenzie will also be reimbursed for reasonable out-of- pocket expenses incurred. Mr. Stallkamp 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. Conway MacKenzie can be reached at: Timothy B. Stallkamp CONWAY MACKENZIE MANAGEMENT SERVICES, LLC 77 West Wacker Drive, Suite 4000 Chicago, IL 60601 Tel: (312) 220-0100 Fax: (312) 220-0101 About Keywell L.L.C. Keywell L.L.C., a supplier of scrap titanium and stainless steel, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-37603) on Sept. 24, 2013. Mark Lozier signed the petition as president and CEO. Keywell LLC first filed schedules disclosing $22,515,017 in total assets, and $35,025,633 in total liabilities. In its amended schedules, Keywell disclosed $22,546,386 in total assets and $39,361,793 in total liabilities. Judge Eugene R. Wedoff presides over the case. Howard L. Adelman, Esq., Chad H. Gettleman, Esq., Henry B. Merens, Esq., Brad A. Berish, Esq., Mark A. Carter, Esq., Adam P. Silverman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman Ltd. serve as the Debtor's counsel. Alan B. Patzik, Esq., Steven M. Prebish, Esq., and David J. Schwartz, Esq., at Patzik, Frank & Samotny Ltd. serve as the Debtor's special counsel. Eureka Capital Markets, LLC, serves as the Debtor's investment banker, while Conway MacKenzie, Inc., serves as its financial advisors. The Debtor's lenders are represented by Steven B. Towbin, Esq., and Gordon E. Gouveia, Esq., at Shaw Fishman Glantz & Towbin LLC, in Chicago, Illinois. The United States Trustee for Region 11 appointed an Official Committee of Unsecured Creditors. The panel has hired David A. Agay, Esq., Sean D. Malloy, Esq., Scott N. Opincar, Esq., Joshua A. Gadharf, Esq., and T. Daniel Reynolds, Esq., at McDonald Hopkins LLC as counsel. Alvarez & Marsal North America, LLC, serves as financial advisors to the Committee. In December 2013, the Bankruptcy Court formally approved the sale of the Debtor's assets to KW Metals Acquisition LLC for $15.8 million. The original offer was from Cronimet Holdings Inc. for $12.5 million cash. Keywell LLC changed its name and case caption to "SGK Ventures, LLC" following the sale. KONTRABECKI GROUP: 9th Cir. Affirms Order Denying Bid to Seal ------------------------------------------------------------- ARON M. OLINER, as Chapter 11 Trustee of the Kontrabecki Group LP; LEHMAN BROTHERS HOLDINGS, INC., Plaintiffs-Appellees, v. JOHN KONTRABECKI, Defendant-Appellant, No. 12-15107 (9th Cir.), relates to a sealed record request arising from a bankruptcy proceeding that ultimately settled. Pursuant to the settlement agreement, the parties agreed to seek permission to file under seal all documents relating to the bankruptcy proceedings and all related district court and court of appeals proceedings. The parties represent that the bankruptcy proceedings have been sealed. John Kontrabecki brings the unopposed appeal from the district court's order denying the parties' joint request to seal the entire record of proceedings before the district court. Specifically, the parties seek to seal the record of proceedings on an interlocutory appeal taken from the bankruptcy court, which the district court dismissed for lack of jurisdiction. In a March 20, 2014 decision available at http://is.gd/cm030rfrom Leagle.com, a three-judge panel of the United States Court of Appeals, Ninth Circuit, in San Francisco, California, noted that the only reasons provided for sealing the records -- to avoid embarrassment or annoyance to Kontrabecki and to prevent an undue burden on his professional endeavors -- are not "compelling," particularly because the proceedings had been a matter of public record since at least 2004. Kontrabecki argues for the first time on appeal that the integrity of judicial proceedings is a compelling reason to seal the record because the parties would not have entered into the settlement agreement had they known that the record of the district court proceedings would not be sealed. However, the express terms of the settlement agreement, which are well known to the parties, belie this assertion, the Ninth Circuit said. The panel held that Kontrabecki has not pointed to any compelling reasons that overcome the strong presumption in favor of maintaining public access to court records. The district court did not abuse its discretion in denying the request to seal. The three-judge panel consists of Circuit Judges J. Clifford Wallace, M. Margaret McKeown, and Ronald M. Gould. Circuit Judge McKeown penned the opinion. Robert R. Moore, Esq., and Michael J. Betz, Esq. -- rmoore@allenmatkins.com and mbetz@allenmatkins.com -- at Allen Matkins Leck Gamble & Mallory LLP, San Francisco, California, argued for the Defendant-Appellant. Peter J. Benvenutti, Esq. -- pbenvenutti@jonesday.com -- at Jones Day, San Francisco, California, argued for the Plaintiff-Appellee. LAREDO HOUSING: S&P Lowers Rating on 1994 Revenue Bonds to 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'B' from 'BB' on Laredo Housing Finance Corp., Texas' series 1994 single-family mortgage revenue bonds. The bonds are secured by Ginnie Mae mortgage-backed securities and Fannie Mae passthrough certificates. The outlook is stable. "The downgrade reflects our view of the issue's continued inability to pay full and timely debt service on the bonds through maturity or in the event of an earlier call," said Standard & Poor's credit analyst Adam Cray. The stable outlook reflects S&P's view that, given the rate of decline in parity, further negative rating actions will likely not be required during the two-year outlook period. However, because S&P considers an increase in parity to a level sufficient to support full and timely debt service payments as highly unlikely, further incremental downgrades over the longer term will likely become necessary as parity declines further and/or default becomes more imminent. LEE ENTERPRISES: S&P Assigns 'B-' CCR & Rates $400MM Notes 'B-' --------------------------------------------------------------- Standard & Poor's Ratings Services assigned Davenport, Iowa-based publisher Lee Enterprises Inc. its 'B-' corporate credit rating. The rating outlook is stable. At the same time, S&P assigned the company's $400 million first- lien notes due 2022 and $250 million first-lien term loan due 2019 a 'B-' issue-level rating, with a recovery rating of '4', indicating S&P's expectation for average (30%-50%) recovery for lenders in the event of a payment default. In addition, S&P assigned the company's revolving credit facility due 2018 a 'B+' rating, with a recovery rating of '1', indicating its expectation for very high (90% to 100%) recovery for lenders in the event of a payment default. The company will use proceeds from the transaction to help refinance its existing unrated debt. The 'B-' corporate credit rating on Lee Enterprises reflects S&P's assessment of the business risk profile as "vulnerable" and its financial risk profile as "highly leveraged." The company's business risk profile reflects S&P's view that the newspaper industry is in long-term secular decline related to the migration of advertising and readership online. Ad revenues represent 68% of Lee's total revenue. S&P expects that the company's advertising revenues will continue to decline, though at a slightly slower pace than most of its newspaper peers, because of its small market focus. S&P expects ongoing declines in the key classified revenue categories (employment, automotive, and real estate) as advertising spending shifts to specialized online sites. The company's 50 daily newspapers serving smaller Midwestern, Western, and Southwestern markets generally face limited direct competition from other newspapers. St. Louis is the company's largest revenue-generating market and its only major metropolitan newspaper, accounting for less than 25% of revenues, according to S&P's estimate. S&P believes that Lee's newspaper there generates a lower margin because of strong competition from other media outlets and higher operating costs. S&P expects that the company's small base of digital revenues, which accounts for 11% of the total, is unlikely to grow sufficiently to offset declining print advertising declines over the intermediate term. S&P expects minimal growth in circulation revenues, which represent roughly 26% of the total, with subscription price increases needed to offset the decline in circulation volume. The company plans to introduce digital subscriptions in many of its markets over the next six months, which is later than most of its major peers. S&P believes this initiative will not be a significant source of new revenues because of the proliferation of free content on the Internet, the lower market visibility of its small market papers, and smaller digital revenue opportunity. S&P assess the company's management and governance as "fair." S&P views the company's financial risk profile as "highly leveraged," reflecting its view that the debt-to-EBITDA ratio will remain above 5x, which characterizes a "highly leveraged" financial risk profile, based on S&P's criteria. S&P believes the possibility of declining operating performance could result in leverage remaining above 5x over the intermediate term, despite the company's intention to devote the majority of discretionary cash flow to reduce debt. LEE ENTERPRISES: Unveils Pricing of $400MM Senior Secured Notes --------------------------------------------------------------- Lee Enterprises, Incorporated on March 21 disclosed that it has priced its offering of $400 million of Senior Secured Notes due 2022. The notes will pay interest in cash semiannually on March 15 and September 15 of each year, beginning September 15, 2014, at a rate of 9.5% per annum. The notes will mature on March 15, 2022 and will be issued at a price equal to 100.0% of the aggregate principal amount thereof. The notes are being offered and sold to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and to non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The notes will be guaranteed on a senior secured basis by certain of Lee's subsidiaries and secured by the property and assets of Lee and such subsidiaries. The offering is expected to close on March 31, 2014, subject to satisfaction of customary closing conditions. Lee intends to use the net proceeds from the offering, together with borrowings under a $250 million, five-year, first lien term loan facility and a $150 million second lien term loan, as well as cash on hand, to repay in full all amounts outstanding under, and terminate, its existing first and second lien credit facilities, and for the payment of fees and expenses related to the new facilities. Concurrently with the issuance of the notes, the Company will also enter into a new $40 million first lien revolving facility that is expected to be undrawn at closing. The first lien term loan will have original issue discount of 2.0%, will bear interest at LIBOR plus 6.25% per annum, with a LIBOR floor of 1.0%, and will be payable quarterly, beginning in June 2014. Quarterly principal payments of $6.25 million will be required, with other payments made either voluntarily or based on excess cash flow or proceeds from asset sales. Lee previously announced a commitment by a group of lenders to finance up to $200 million of 12.0% second lien debt with a maturity in December 2022. The size of that facility will be reduced to $150 million as a result of an increase in the size of the new first lien term loan facility. Under the second lien loan agreement, each lender will receive, at closing, its pro rata share of warrants to purchase, in cash, an initial aggregate of 6,000,000 shares of the Company's Common Stock, $0.01 par value, subject to adjustment, which represent, when fully exercised, approximately 10.1% of shares outstanding on a fully diluted basis. The exercise price of the warrants will be the lower of (1) $4.19 or (2) the volume-weighted average trading price of the Company's Common Stock for the ten days prior to closing. About Lee Enterprises Lee Enterprises, Incorporated, headquartered in Davenport, Iowa, publishes the St. Louis Post Dispatch and the Arizona Daily Star along with more than 40 other daily newspapers and about 300 weekly newspapers and specialty publications in 23 states. Revenue for the 12 months ended December 2010 was $780 million. The Company has 6,200 employees, with 4,650 working full-time. Lee Enterprises and certain of its affiliates filed for Chapter 11 (Bankr. D. Del. Lead Case No. 11-13918) on Dec. 12, 2011, with a prepackaged plan of reorganization. The Debtor selected Sidley Austin LLP as its general reorganization and bankruptcy counsel, and Young Conaway Stargatt & Taylor LLP as co-counsel; The Blackstone Group as Financial and Asset Management Consultant; and The Debtor disclosed total assets of $1.15 billion and total liabilities of $1.25 billion at Sept. 25, 2011. Deutsche Bank Trust Company Americas, as DIP Agent and Prepetition Agent, is represented in the Debtors' cases by Sandeep "Sandy" Qusba, Esq., and Terry Sanders, Esq., at Simpson Thacher & Bartlett LLP. Certain Holders of Prepetition Credit Agreement Claims, Goldman Sachs Lending Partners LLC, Mutual Quest Fund, Monarch Master Funding Ltd, Mudrick Distressed Opportunity Fund Global, LP and Blackwell Partners, LLC have committed to acquire up to a maximum amount of $166.25 million of loans under a New Second Lien Term Loan Facility pursuant to the Reorganization Plan. This commitment also includes the potential payment of up to $10 million as backstop cash to Reorganized Lee Enterprises to acquire the loans. The Initial Backstop Lenders are represented by Matthew S. Barr, Esq., and Brian Kinney, Esq., at Milbank, Tweed, Hadley & McCloy LLP. On Jan. 23, 2012, Lee Enterprises, et al., won confirmation of a second version of their prepackaged Chapter 11 reorganization plan. Lee Enterprises declared the prepackaged plan effective on Jan. 30. LGI ENERGY: 8th Cir. Reduces SCE's Preference Liability ------------------------------------------------------- Prior to bankruptcy, Chapter 7 debtors LGI Energy Solutions, Inc., and LGI Data Solutions Company, LLC, performed bill payment services for its clients, large utility customers such as the restaurant chains operated by Buffets, Inc., and Wendy's International, Inc. During the 90 days prior to bankruptcy, LGI made transfers totaling $75,053.85 to San Diego Gas & Electric Company -- SDGE -- and transfers totaling $183,512.74 to Southern California Edison Company -- SCE -- to pay outstanding invoices for utility services provided to Buffets and Wendy's restaurants. John Stoebner, the Chapter 7 trustee for the LGI entities, sued to recover these payments as avoidable preferences under Sec. 547(b) of the Bankruptcy Code. SDGE and SCE asserted the subsequent new value exception to preference liability found in Sec. 547(c)(4). In separate decisions, the bankruptcy court upheld the exceptions in part, allowing each utility to offset payments received by LGI from the utility customers, Buffets and Wendy's, for utility services provided after a preference payment. Consolidating the cases and reversing the bankruptcy court in part, the Eighth Circuit Bankruptcy Appellate Panel allowed each utility a larger offset for all payments by Buffets and Wendy's made after a preference payment, including payments for utility services performed before the preference payment. Applying this standard, the BAP reduced SDGE's preference liability from $31,242.63 to zero and SCE's preference liability from $131,267.63 to $25,625.75. Mr. Stoebner appeals, raising a Sec. 547(c)(4) issue of first impression. SCE cross-appeals, arguing the BAP made a clerical error in calculating SCE's preference liability, an argument the trustee does not contest. A three-judge panel of the United States Court of Appeals, Eighth Circuit, affirmed the BAP's decision but reduced SCE's preference liability in the amount its cross appeal requested. Circuit Judge James B. Loken, who wrote the opinion, said, "We conclude that the BAP resolved an issue not clearly addressed by the text of [Sec] 547(b) and (c) in a manner that is consistent with the statute's purposes. Our decision is limited to the circumstances presented by this case, for the statute is complex. We hold that, in three-party relationships where the debtor's preferential transfer to a third party benefits the debtor's primary creditor, new value (either contemporaneous or subsequent) can come from the primary creditor, even if the third party is a creditor in its own right and is the only defendant against whom the debtor has asserted a claim of preference liability. As [Sec] 547(b) makes avoidable a transfer "for the benefit of a creditor," it both serves the purposes of [Sec] 547 and honors the statute's text to construe "such creditor" in the [Sec] 547(c)(4) exception as including a creditor who benefitted from the preferential transfer and subsequently replenished the bankruptcy estate with new value. Therefore, the BAP correctly concluded that SDGE and SCE may each offset subsequent new value that Buffets or Wendy's paid to LGI for that utility's services, regardless of when those services were provided." In its cross-appeal, SCE contends the BAP, in calculating SCE's preference liability for payments made on behalf of Buffets, erroneously counted two preference payments of $4,178.52 and $4,224.86 that LGI made on behalf of Wendy's. The Chapter 7 trustee agrees. In its decision, the Eighth Circuit also agreed. "The table in the BAP's opinion reflecting the calculation of SCE's preference liability includes these two payments in both the "SCE -- Wendy's New Value Analysis" and the "SCE -- Buffets New Value Analysis." But the record reflects only two LGI payments in these amounts on behalf of Wendy's. The BAP's opinion correctly states that LGI made 22 transfers to SCE on behalf of Buffets, but its table includes 24 transfers," Judge Loken said. "The double-counting of these two payments appears to be an inadvertent clerical error, understandable in a case involving a large number of transactions and multiple parties. But the error wrongly inflated SCE's preference liability because preferential transfers on behalf of Wendy's cannot increase SCE's preference liability for transfers on behalf of Buffets. Therefore, we direct the BAP to enter a modified judgment reducing SCE's preference liability to $17,222.37. The judgment of the BAP is otherwise affirmed," Judge Loken said. The appellate case is, John R. Stoebner, Trustee, Appellant/Cross- Appellee, v. San Diego Gas & Electric Company; Southern California Edison Company, Appellees/Cross-Appellant, Nos. 12-3899, 12-4011. (8th Cir.). A copy of the Eighth Circuit's March 20, 2014 decision is available at http://is.gd/QGRtlWfrom Leagle.com. On Feb. 6, 2009, separate involuntary Chapter 7 bankruptcy petitions were filed against LGI Energy Solutions, Inc., and LGI Data Solutions Company, LLC. An Order for Relief was entered in each case on March 3, 2009, and the Debtors' bankruptcy estates were substantively consolidated on Feb. 2, 2011. The Debtors' business was to provide utility-management and bill- payment services to restaurants and other businesses. As originally conceived, the Debtors' business worked in the following manner: The Debtors would receive invoices from a utility provider on behalf of a customer and then periodically report to the customer regarding those invoices. The customer then would transfer funds to the Debtors in an amount that corresponded to the amount of the invoice report and, after receiving those funds from the customer, the Debtors would send the utility provider a check drawn on the Debtors' bank account. LIFECARE HOLDINGS: Sale, Deal Opposed by U.S. Upheld on Appeal -------------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that LifeCare Holdings Inc. secured creditors that bought virtually all the hospital company's assets with a credit bid of about $360 million can make a "gift" to unsecured creditors through a settlement that was opposed by the U.S. Justice Department because the funds weren't part of the bankruptcy estate, a judge ruled on appeal. According to the report, U.S. District Judge Sue L. Robinson in Wilmington, Delaware, ruled March 10 that the bankruptcy court properly approved the settlement, which provided unsecured creditors with $3.5 million and denied the Justice Department's appeal on behalf of the Internal Revenue Service. "The bankruptcy court determined that the sale was warranted and the funds at issue belonged to the purchaser not the estate," Judge Robinson said in the eight-page decision, the report cited. The Justice Department didn't "present any factual evidence to refute this finding" and the bankruptcy court made no error in applying the law to the facts on the record, she said. The settlement was designed to give unsecured LifeCare creditors $1.5 million from which they estimate having a 7.5 percent cash recovery, the report said. The settlement gave $2 million in cash to subordinated noteholders, for a 1.7 percent recovery. The senior lenders provided another $150,000 for the creditors' lawyers. The appeal is In re LCI Holding Co., 13-cv-00924, U.S. District Court, District of Delaware (Wilmington). About LifeCare LCI Holding Company, Inc., and its affiliates, doing business as LifeCare Hospitals, operate eight "hospital within hospital" facilities and 19 freestanding facilities in 10 states. The hospitals have about 1,400 beds at facilities in Louisiana, Texas, Pennsylvania, Ohio and Nevada. LifeCare is controlled by Carlyle Group, which holds 93.4% of the stock following a $570 million acquisition in August 2005. LCI Holding Company, Inc., and its affiliates, including LifeCare Holdings Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-13319) on Dec. 11, 2012, with plans to sell assets to secured lenders. Ken Ziman, Esq., and Felicia Perlman, Esq., at Skadden, Arps, Slate Meagher & Flom LLP, serve as counsel to the Debtors. Rothschild Inc. is the financial advisor. Huron Management Services LLC will provide the Debtors an interim chief financial officer and certain additional personnel; and (ii) designate Stuart Walker as interim chief financial officer. The steering committee of lenders is represented by attorneys at Akin Gump Strauss Hauer & Feld LLP and Blank Rome LLP. The agent under the prepetition and postpetition secured credit facility is represented by Simpson Thacher & Barlett LLP. The Debtors disclosed assets of $422 million and liabilities totaling $575.9 million as of Sept. 30, 2012. As of the bankruptcy filing, total long-term obligations were $482.2 million consisting of, among other things, institutional loans and unsecured subordinated loans. A total of $353.4 million is owing under the prepetition secured credit facility. A total of $128.4 million is owing on senior subordinated notes. LifeCare Hospitals of Pittsburgh, LLC, a debtor-affiliate disclosed $24,028,730 in assets and $484,372,539 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors is represented by Pachulski Stang Ziehl & Jones LLP. FTI Consulting, Inc., serves as its financial advisor. LIGHTSQUARED INC: Ergen Seeks to Disallow Bankruptcy Loan --------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that LightSquared Inc.'s proposal to continue operating and exit bankruptcy with a $1.65 billion loan is improper, Dish Network Corp. Chairman Charles Ergen said in a court filing that seeks to block the financing. The loan protects other lenders while potentially wiping out about $1 billion in claims by Ergen's SP Special Opportunities LLP fund, the report said, citing Ergen in a March 12 filing in U.S. Bankruptcy Court in Manhattan. His objection comes as the company prepares for a March 19 hearing to seek approval of a plan to exit bankruptcy that rests on the financing. The financing is a "discriminatory scheme, proposed in bad faith" that violates the bankruptcy code, Ergen said, the report related. SPSO's claim would come behind $1.65 billion, and potentially as much as $3.2 billion, in debt to be repaid, he said. SPSO owns $1 billion of debt in LightSquared, the wireless broadband company controlled by Philip Falcone's Harbinger Capital Partners LLC, the report further related. LightSquared has accused Ergen of secretly accumulating the debt through SPSO so he can buy the company's airwaves for a below-market price through bankruptcy. 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 Calls Suit Illicit Ploy to Help Falcone --------------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Dish Network Corp. Chairman Charles Ergen called LightSquared Inc.'s lawsuit against him an illicit and expensive ploy to help equity holder Philip Falcone keep control of the wireless broadband company during bankruptcy. According to the report, LightSquared sued Ergen over how his SP Special Opportunities LLC fund bought up $1 billion of LightSquared's debt before making a $2.22 billion cash bid for the company and later dropping the offer. LightSquared's bankruptcy reorganization plan would pay off Ergen's $1.06 billion claim after those of other stakeholders, including Falcone. Ergen, citing e-mails sent by Falcone, said in a March 14 filing in U.S. Bankruptcy Court in Manhattan that the lawsuit is "patently illicit" and has cost tens of millions of dollars, eating into the creditors' potential recovery, the report related. Closing arguments in the lawsuit are scheduled to be held before U.S. Bankruptcy Judge Shelley Chapman. LightSquared has said Ergen was acting on behalf of Englewood, Colorado-based Dish, a satellite TV company, and tried to conceal his involvement through SPSO because competitors were prohibited from owning debt in LightSquared, which offers satellite services, the report further related. LightSquared has further argued that Ergen sought to manipulate the outcome of the bankruptcy through the "blocking position" he built up, trying to use it to buy LightSquared's assets on the cheap and keep away other bidders, the report added. 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. LIN MEDIA: S&P Puts 'BB-' Corp. Credit Rating on CreditWatch Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services placed all its ratings, including the 'BB-' corporate credit rating, on Providence, R.I.- based television broadcaster LIN Media LLC on CreditWatch with negative implications. This also includes the issue-level ratings on LIN's outstanding debt. S&P expects that the new company may refinance some of LIN's debt, and it would withdraw its ratings on those debt issues when repaid. The CreditWatch listing is in response to the company's announcement that it has entered into a definitive agreement to merge with Richmond, Va.-based Media General in a transaction valued at $1.6 billion. The combined company will own and operate or service 74 stations in 46 television markets, making it the second largest pure-play television broadcasting company. S&P believes this transaction could improve the combined companies' business risk profile by adding significant size and scale. Its size, more specifically, should benefit its retransmission consent negotiations with cable, satellite, and telecom video service providers; its programming purchases; and efficiency of station management. The combined companies' U.S. household reach would increase to 23%. S&P currently assess both companies' business risk profiles as "fair." The transaction will be financed with a combination of Media General stock and up to $763 million in cash. S&P expects the cash component will be funded with cash on the balance sheet and the issuance of incremental debt. As a result, S&P expects adjusted leverage of the combined company could rise modestly. S&P currently assess the financial risk profile of LIN as "aggressive" and of Media General as "highly leveraged." In resolving S&P's CreditWatch listing, it will fully evaluate the business risk profile of the combined company, and the ability of Media General to integrate all of its acquired stations (Young Broadcasting and LIN stations). In addition, S&P will assess the financial risk profile of the combined company, evaluating the company's financial policy and the likely combined leverage. LONG BEACH MEDICAL: Court Sends Hospital to April 29 Auction ------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of New York approved the bidding procedures governing the sale of substantially all of the assets of Long Beach Medical Center, et al., to South Nassau Communities Hospital, or to any competing bidder or bidders, and proceed with an auction to commence on April 29, 2014. As previously reported by The Troubled Company Reporter, South Nassau, which is providing $4.5 million funding for the Chapter 11 effort, has agreed to be the stalking horse bidder for the assets. It has signed a deal to purchase the assets for $21 million, absent higher and better offers. It is anticipated that SNCH will continue to operate The Komanoff Center for Geriatric and Rehabilitative Medicine. The purchase agreement provides for the payment of a termination fee in the amount of $640,000 and expense reimbursement not to exceed $210,000. These amounts -- totaling just 4% of the sale price -- are payable in the event that a higher or better offer is accepted by the Debtors. The sale transaction is conditioned upon (i) Attorney General and New York State Supreme Court approval consistent with the New York Not-For-Profit Laws, and (ii) all requisite approvals required by DOH and any other regulatory authority asserting jurisdiction over the Debtors. The deadline for submitting bids for the assets will be April 24. The auction will be held at the offices of Garfunkel Wild, P.C., in Great Neck, New York, on April 29. The hearing to consider approval of the sale will be on May 1, at 10:00 a.m. (EST). About Long Beach Medical Center Long Beach Medical Center, formerly Long Beach Memorial Hospital, was a 162-bed, community-based hospital offering primary, acute, emergency and long-term health care to residents of Long Beach, New York. Founded in 1922, LBMC was a teaching facility for the New York College of Osteopathic Medicine. LBMC was shut down after superstorm Sandy devastated the hospital in October 2012. Long Beach Memorial Nursing Home Inc, runs the The Komanoff Center for Geriatric and Rehabilitative Medicine, a 200-bed skilled nursing facility affiliated with LBMC. It provides services for residents requiring long term nursing home care and short term post-acute (sub-acute) care. Currently there are 127 residents of Komanoff. Long Beach Medical and Komanoff sought Chapter 11 bankruptcy protection (Bankr. E.D.N.Y. Case No. 14-70593) on Feb. 19, 2014. Long Beach estimated assets of at least $10 million and debts of at least $50 million. Garfunkel Wild P.C. serves as the Debtors' counsel. GCG, Inc., is the Debtors' claims and noticing agent. The Hon. Alan S. Trust presides over the cases. South Nassau Communities Hospital has offered $21 million to purchase the assets. SNCH will be the stalking horse bidder at the auction. LOUIS J. PEARLMAN: Orlando Judge Pares Akerman Fees --------------------------------------------------- Bankruptcy Judge Karen S. Jennemann issued a memorandum opinion partially approving Akerman LLP's final fee applications in the Chapter 11 case of Louis J. Pearlman, et al. Akerman has represented Soneet R. Kapila, the Chapter 11 Trustee in the Pearlman et al. bankruptcy case, since 2007. After recently confirming the Chapter 11 Trustee's plan of reorganization, Akerman seeks final approval of its fees and costs. Bank of America, N.A. objects on multiple grounds, mainly arguing Akerman misallocated billable hours to its hourly fee arrangement with the Trustee that it should have allocated to their contingency fee arrangement. Judge Jennemann deducts a total of $338,000 from Akerman's Final Fee Application: $175,000 for contingency work on the so-called Bank Cases improperly billed as hourly; $38,000 for contingency work on the Integra adversary proceeding improperly billed as hourly; $50,000 from work opposing substantive consolidation improperly billed as hourly; and $75,000 for general contingency work mistakenly billed as hourly. The Akerman "Bank Case" are: Kapila v. First Int'l Bank & Trust, et. al., 6:09-ap-00052-KSJ; Kapila v. American Bank of St. Paul, et. al., 6:09-ap-00067-KSJ; Kapila v. Tatonka Capital Corp., 6:09- ao-00716-KSJ; Kapila v. Northside Community Bank, 6:09-ap-00068- KSJ; and Kapila v. MB Financial Bank, N.A., 6:09-ap-00071-KSJ. The Court awards Akerman $446,378.01 in fees under the Final Fee Application and Supplement, representing Akerman's requested $784,378.0148 minus the $338,000 reduction as explained. The Court also awards Akerman reimbursement of all expenses, totaling $145,955.52. The Court approves Akerman's Contingency Fee Application, awarding the requested $564,869.58 in fees. The Court denies Akerman's request to preapprove payment of further contingency fees as they become earned. Akerman will need to apply to the Court for approval of compensation consistent with the Modification Order. A copy of the Court's March 20, 2014 decision is available at http://is.gd/8V7WWHfrom Leagle.com. About Louis Pearlman & Trans Continental Louis J. Pearlman started Trans Continental Records, which managed boy bands such as the Backstreet Boys, 'N Sync, O-Town, Lyte Funky Ones (LFO), Take 5, Natural and US5. Other artists on the Trans Continental's label included Aaron Carter, Jordan Knight, C Note, and Smilez & Southstar. Mr. Pearlman also owned Orlando, Florida- based Trans Continental Airlines, Inc. -- http://www.t-con.com/-- which provided charter flight services to numerous destinations in the U.S. and the Caribbean. On March 1, 2007, creditors Tatonka Capital Corporation, First National Bank & Trust Co. of Williston, and American Bank of St. Paul, and Integra Bank filed an involuntary chapter 11 petition against Mr. Pearlman and his company, Trans Continental Airlines, Inc. (Bankr. M.D. Fla. Case Nos. 07-00761 and 07-00762). The creditors disclosed an aggregate of more than $40 million in claims. Soneet R. Kapila was appointed as the Chapter 11 trustee to oversee Mr. Pearlman's estate. He is represented by Denise D. Dell-Powell, Esq., and Jill E. Kelso, Esq., at Akerman Senterfitt, and Gregory M. Garno, Esq., and Paul J. Battista, Esq., at Genovese Joblove & Battista PA. The related cases incorporate a classic Ponzi scheme of roughly $500 million and transactions intertwined in over 100 related entities, according to Kapila & Company. The number of investors and loss victims exceeds 1,400 and the case involves investigation of off-shore assets. Fletcher Peacock, Esq., served as Mr. Pearlman's legal counsel. Tatonka Capital is represented by Derek F. Meek, Esq., and Robert B. Rubin, Esq., at Burr & Forman LLP, and Richard B Webber, II, Esq., Zimmerman Kiser & Sutcliffe PA. First national Bank is represented by Raymond V. Miller, Esq., at Gunster Yoakley & Stewart PA, and Richard P. Olson, Esq., at Olson & Burns PC. American Bank of St. Paul is represented by William P. Wassweiler, Esq., at Rider Bennett LLP. Integra bank is represented by Lawrence E. Rifken, Esq., at McGuire Woods LLP. The Official Committee of Unsecured Creditors of Trans Continental is represented by Robert J. Feinstein, Esq. at Pachulski Stang Ziehl & Jones LLP. The debtors in the jointly administered cases are: Louis J. Pearlman; Louis J. Pearlman Enterprises, Inc.; Louis J. Pearlman Enterprises, LLC; TC Leasing, LLC; Trans Continental Airlines, Inc., Trans Continental Aviation, Inc.; Trans Continental Management, Inc.; Trans Continental Publishing, Inc.; Trans Continental Records, Inc.; Trans Continental Studios, Inc.; and Trans Continental Television Productions, Inc. In addition, a related corporation, F.F. Station, LLC, filed a separate voluntary Chapter 11 case on Feb. 20, 2007 (Bankr. M.D. Fla. Case No. 07-575); however, the case is not jointly administered with the cases of the other Debtors. M.A.R. REALTY: Has Deal With Bank to Market, Sell Real Property --------------------------------------------------------------- A stipulation has been entered among secured creditor Banco Popular de Puerto Rico, M.A.R. Realty Corp., the Tile Outlet Corp. and Azulejos & Ceramicas Inc. with respect to the bank's request for stay relief and the Debtor's bid to use cash collateral. Pursuant to the stipulation, the parties agree that the Debtors will have six months -- from March 13, 2014, to Sept. 13, 2014, to market and sell the real estate collateral. Any sale must be closed prior to Sept. 13. If the sale is not completed in its entirety during the sale period, the Debtor agrees to the complete, immediate and irrevocable extinguishment of the protections of the automatic stay over the real estate property in favor of the bank starting on Sept. 13. The bank agrees that the Debtor may use cash collateral through and including Sept. 13, 2014. As adequate protection for the bank, the Debtor agrees to pay the bank $5,000 per month on the 15th of each month, commencing on March 15. As to the Tile Outlet and Azulejos & Ceramicas, the parties reached an agreement with regard to the lifting of the stay in their bankruptcy case, to permit the parties to file a consent judgment and allow the court in the state court case to enter a final judgment against all of the defendants. MAR Realty is a borrower under various pre-bankruptcy loan agreements with the bank. The loan obligations are secured by commercial real estate buildings called Building No. 1 and Building No. 2; parcels of land called Quebradas property, and Canas property; and residential real estate properties called Residence Nos. 1, 2 and 3. All of the Debtor's income and revenues are generated from rent or income from the real estate collateral. Prior to the petition date, the Debtor defaulted on its obligations under the loan, and on July 8, 2013, the bank commenced a civil action for foreclosure of mortgages and collection of monies in the Puerto Rico Court of First Instance, San Juan, Section. As of the petition date, the amounts due under the loans total no less than $9,192,183. On Jan. 14, 2014, the bank sought relief from the automatic stay to proceed with foreclosure, and on Feb. 14, 2014, it filed a motion to prohibit the Debtor from using cash collateral. According to the bank, the Debtor, in its bid to use cash collateral, has no present alternative borrowing source from which the Debtor could secure additional funding to operate its business. The bank said MAR Realty has no right to use the Cash Collateral, and all the Cash Collateral should be forthwith turned over to BPPR. BPPR said the Court should prohibit any use of the Cash Collateral and, in addition to such prohibition, that the Court grant BPPR adequate protection on an emergency basis by: a. granting a first priority replacement lien on all of the MAR Realty's post-petition assets; b. requiring an accounting of all Cash Collateral received by or for the benefit of MAR Realty since the Petition Date; c. requiring that any Cash Collateral or property of BPPR that is in the possession, custody or control of the Debtor or any of the insiders of MAR Realty (as such term is defined in 11 U.S.C. Sec. 101) be turned over to BPPR; and d. prohibiting MAR Realty from using any Cash Collateral of BPPR unless otherwise ordered by the Court. In its reply to the bank's arguments, the Debtor said the income received in the form of rents does not constitute cash collateral pursuant Section 363(c) of the Bankruptcy Code. The Debtor relies on the decision in In Re: Manuel Mediavilla Inc., CASE NO. 13-2800 (MCF), wherein this Honorable Court established that the applicable normative regarding the assignment of rents are the provisions of the Puerto Rico Civil Code particularly article 1065 which establishes that "All the rights acquired by virtue of an obligation are transmissible, subject to law, should there be no stipulation to the contrary." 31 L.P.R.A. Sec. 3029 The assignment of rents becomes effective against third parties after a certain date is included in the document of assignment, and it must be a public deed or a private document authorized by a notary public through an affidavit. However, notwithstanding the constitutive character of those requirements, the Debtor contends that the validity of such assignment will also depend on the efforts of notification made by the creditor. The Puerto Rico Supreme court has established that a debtor that ignores the assignment is protected so its condition is not aggravated. BPPR never extended a notification to any of the debtors affected by the assignment regarding such assignment of rents that served as guarantee. Even that is clear that a debtor does not have to consent to the assignment, such contractual relation will be ineffective without the proper notification. If it is not notified to the debtor, the assignment of credit is not effective and it produces no effect on such third person. The Debtor also said use of the rents is necessary to operate the business, and to maximize the Debtor's assets to pursue a successful reorganization. It is true that secured creditors should not be deprived of the benefit of their bargain, but there may be situations in bankruptcy where giving a secured creditor an absolute right to his bargain may be impossible, or seriously detrimental to the bankruptcy laws. The Debtor said rents are anticipated to a total of $4,000 per month. The Debtor also said it has no other substantial source of income. Attorneys for Azulejos and Tile Outlet are: Isabel M. Fullana, Esq. GARCIA-ARREGUI & FULLANA 252 Ponce de Leon Ave. Citibank Tower, Suite 1101 Hato Rey, PR 00918 Tel: 787-766-2530 Fax: 787-756-7800 E-mail: isabelfullana@gmail.com Attorneys for Banco Popular de Puerto Rico are: Luis C. Marini-Biaggi, Esq. Sheila M. Rodriguiz Figueroa, Esq. O'NEILL & BORGES LLC American International Plaza 250 Munoz Rivera Ave., Ste 800 San Juan, PR 00918-1813 Tel: 787-764-8181 Fax: 787-753-8944 E-mail: luis.marini@oneillborges.com Sheila.rodriguez@oneillborges.com About M.A.R. Realty M.A.R. Realty Corp. filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-09752) on Nov. 25, 2013. Edwin Ramos signed the petition as president. The Debtor disclosed $11.16 million in total assets and $10.14 million in total liabilities. Isabel M. Fullana, Esq., at Garcia Arregui & Fullana PSC, serves as the Debtor's counsel. Hon. Mildred Caban Flores presides over the case. MCCLATCHY CO: Posts $18.8 Million Fiscal 2013 Net Income -------------------------------------------------------- The McClatchy Company filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $18.80 million on $1.24 billion of net revenues for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 on $1.30 billion of net revenues for the year ended Dec. 30, 2012. As of Dec. 29, 2013, the Company had $2.61 billion in total assets, $2.37 billion in total liabilities, and $240.38 million in stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/IPKGp0 About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. MEDIA GENERAL: S&P Puts 'B+' CCR on CreditWatch Positive -------------------------------------------------------- Standard & Poor's Ratings Services placed all its ratings, including the 'B+' corporate credit rating, on Richmond, Va.-based television broadcaster Media General Inc. on CreditWatch with positive implications. This also includes the issue-level ratings on Media General's outstanding debt. S&P expects that the new company may refinance some of LIN's debt, and it would withdraw its ratings on those debt issues when repaid. The CreditWatch listing is in response to the company's announcement that it has entered into a definitive agreement to merge with Providence, R.I.-based LIN Media LLC in a transaction valued at $1.6 billion. The combined company will own and operate or service 74 stations in 46 television markets, making it the second largest pure-play television broadcasting company. S&P believes this transaction could improve the combined companies' business risk profile by adding significant size and scale. Its size, more specifically, should benefit its retransmission consent negotiations with cable, satellite, and telecom video service providers; its programming purchases; and efficiency of station management. The combined companies' U.S. household reach would increase to 23%. We currently assess both companies' business risk profiles as "fair." The transaction will be financed with a combination of Media General stock and up to $763 million in cash. S&P expects the cash component will be funded with cash on the balance sheet and the issuance of incremental debt. As a result, S&P expects adjusted leverage of the combined company could rise modestly. S&P currently assess the financial risk profile of Media General as "highly leveraged" and of LIN as "aggressive." In resolving S&P's CreditWatch listing, it will fully evaluate the business risk profile of the combined company, and the ability of Media General to integrate all of its acquired stations (Young Broadcasting and LIN stations). In addition, S&P will assess the financial risk profile of the combined company, evaluating the company's financial policy and the likely combined leverage. METRO AFFILIATES: Exclusive Plan Filing Deadline Moved to May 5 --------------------------------------------------------------- Metro Affiliates, Inc., et al., sought and obtained orders from the Bankruptcy Court extending their exclusive period to file a bankruptcy plan through May 5, 2014. The Debtors' corresponding exclusive period to solicit acceptances on that plan has also been extended to July 7, 2014. About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. The U.S. has appointed a three-member official committee of unsecured creditors represented by Farrell Fritz, P.C. PricewaterhouseCoopers LLP serves as the Committee's financial advisors. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, previously sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. METRO AFFILIATES: Lease Decision Deadline Extended Thru June 2 -------------------------------------------------------------- Judge Sean Lane extended the time by which Metro Affiliates, Inc., et al., must assume or reject unexpired leases of non-residential real property through the earlier of (i) the date an order is entered confirming a chapter 11 plan in their cases, or (ii) 90 days beyond the current deadline, through and including June 2, 2014. The Unexpired Leases include various commercial real estate leases and real property sublease located throught New York, Pennsylvania, New Jersey, Massachusetts, and California. The Debtors are storing various vehicles on the properties located in New Jersey, New York and Massachusetts. The Debtors insist that taken as a whole, the Unexpired Leases are valuable assets to them. The Debtors contend that the lessors will not be prejudiced by the extension of time requested as the Debtors have performed, and will continue to perform in a timely manner, their undisputed Chapter 11 obligations under the Unexpired Leases. About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. The U.S. has appointed a three-member official committee of unsecured creditors represented by Farrell Fritz, P.C. PricewaterhouseCoopers LLP serves as the Committee's financial advisors. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, previously sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. MI PUEBLO: Has Final Court Authority to Borrow $32MM in DIP Loans ----------------------------------------------------------------- Judge Arthur S. Weissbrodt of the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, gave Mi Pueblo San Jose, Inc., final authority to borrow up to an aggregate amount of $32,752,145, from Victory Park Capital Advisors, LLC. The loan allows the Debtor to pay off the debt it owes to Wells Fargo Bank NA and provides it with necessary working capital. According to Bill Rochelle, the bankruptcy columnist for Bloomberg News, the loan is part of a strategy to emerge from bankruptcy financed with a $52 million loan from Victory Park. If Victory Park provides the loan to exit bankruptcy, it will waive the fee it earned for the bankruptcy loan, Mr. Rochelle said. The fee is equal to the discount Wells Fargo accepted, Mr. Rochelle noted. About Mi Pueblo San Jose Mi Pueblo San Jose, Inc., filed a Chapter 11 petition (Bankr. N.D. Calif. Case No. 13-53893) in San Jose, California, on July 22, 2013. An affiliate, Cha Cha Enterprises, LLC, sought Chapter 11 protection (Case No. 13-53894) on the same day. The cases are not jointly administered. In its amended schedules, Mi Pueblo disclosed $61,577,296 in assets and $68,735,285 in liabilities as of the Petition Date. Heinz Binder, Esq., at Binder & Malter, LLP, is the Debtor's general reorganization counsel. The Law Offices of Wm. Thomas Lewis, sometimes doing business as Robertson & Lewis, is the Debtor's special counsel. Avant Advisory Partners, LLC serves as its financial advisors. Bustamante & Gagliasso, P.C. serves as its special counsel. The U.S. Trustee appointed seven members to the Official Committee of Unsecured Creditors. Protiviti Inc. serves as financial advisor. Stutman, Treister & Glatt P.C. serves as counsel to the Committee. MICROVISION INC: Incurs $13.2 Million Net Loss in 2013 ------------------------------------------------------ MicroVision, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $13.17 million on $5.85 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $22.69 million on $8.36 million of total revenue in 2012. The Company reported a net loss of $2.42 million on $1.21 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $4.07 million on $2.72 million of total revenue for the same period a year ago. The Company's balance sheet at Dec. 31, 2013, showed $8.44 million in total assets, $10.14 million in total liabilities and a $1.69 million total shareholders' deficit. "We met our key operating objectives in 2013. This accomplishment included reducing cash used in operations by 39 percent versus the previous year, securing an important design win with a Fortune Global 100 brand and diligently progressing deals with key customers and suppliers for consumer electronics and automotive opportunities," Alexander Tokman, president and CEO of MicroVision, said. "We expect several of our go-to-market partners to move forward with products. The work performed in 2013 should serve as a strong foundation for our future growth." Moss Adams LLP, in Seattle, Washington, 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 a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/lzT9cq About Microvision Inc. Headquartered in Redmond, Washington, MicroVision, Inc. (NASDAQ: MVIS) is the creator of PicoP(R) display technology, an ultra- miniature laser projection solution for mobile consumer electronics, automotive head-up displays and other applications. MINI MASTER: Hires Alice Net as Special Counsel ----------------------------------------------- Mini Master Concrete Services, Inc. seeks authorization from the U.S. Bankruptcy Court for the District of Puerto Rico to employ Alice Net Carlo, Esq. ("Ms. Net") as the Debtor's special counsel, to conclude the process of collection cases filed by her before the courts of the Commonwealth of Puerto Rico. The Debtor wishes to retain Ms. Net as its special counsel for the purposes, subject to the approval of the Court in accordance to Rule 2014 of the Federal Rules of Bankruptcy Procedure, on the basis of a 25% contingency fee, plus expenses, to be compensated upon application and the approval of the Court, rates which are considered to be reasonable and fair, in line with services comparable to those performed on behalf of other clients. The compensation to Ms. Net shall be from such funds as may be available to the Debtor and to which the Debtor may be legally entitled. Ms. Net 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. Ms. Net can be reached at: Alice Net Carlo, Esq. P.O. Box 1364 Dorado, PR 00646-1364 Tel: (787) 275-1663 (787) 275-1633 Fax: (787) 788-6622 E-mail: alicenetcarlo@aol.com 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. MMRGLOBAL INC: Unit Inks Settlement Agreement with Walgreens ------------------------------------------------------------ MMRGlobal, Inc., through its wholly owned subsidiary MyMedicalRecords, Inc., and Walgreen Co. have entered into a settlement and licensing agreement to resolve two patent infringement lawsuits brought by MMR. Pursuant to the terms of the Agreement, Walgreens purchased a Non-Exclusive License to the MMR family of patents. The settlement arises from litigation involving MMR's U.S. Patent No. 8,301,466 and U.S. Patent No. 8,498,883. MMR's patent portfolio also includes U.S. Patent Nos. 8,121,855; 8,117,045; 8,117,646; 8,301,466; 8,321,240; 8,352,287; 8,352,288; 8,498,883; 8,626,532 and 8,645,161 as well as numerous pending applications. Pursuant to the terms of the Agreement, Walgreens has also agreed to sell MMR's MyMedicalRecords Personal Health Record on drugstore.com. The remaining terms of the Agreement are confidential. About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MMRGlobal incurred a net loss of $5.90 million in 2012, as compared with a net loss of $8.88 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.69 million in total assets, $9.80 million in total liabilities and a $7.11 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended Dec. 31, 2012, and 2011, that raise substantial doubt about the Company's ability to continue as a going concern. MOBIVITY HOLDINGS: Adds Phil Guarascio to Board of Directors ------------------------------------------------------------ Phil Guarascio has joined Mobivity Holdings Corp.'s Board of Directors as an independent director. Mr. Guarascio has been the Chairman and chief executive officer of PG Ventures LLC since May 2000 where he serves as a marketing and advertising business consultant. He was lead executive, marketing and sales at the National Football League from 2003-2007 and has been a consultant for the William Morris Agency since October 2001. For 16 years, Mr. Guarascio was with General Motors where he served as vice president of corporate advertising and marketing primarily responsible for worldwide advertising resource management, managing consolidated media placement and before that as general manager of marketing and advertising for General Motors' North American Operations. Mr. Guarascio introduced the GM Card and managed the General Motors corporate brand to a 20 percent increase in customer purchase consideration. He joined General Motors in 1985 after 21 years with the New York advertising agency, D'Arcy, Masius, Benton & Bowles. Mr. Guarascio was most recently non-executive Chairman of Arbitron which sold to Nielsen in December of 2013 for $1.3 billion. He also currently serves on the Board of Papa John's Pizza (NASDAQ: PZZA), the third largest pizza franchise in the U.S. Dennis Becker, chief executive officer of Mobivity, said, "We are pleased to have a marketing executive with the experience and the expertise of Phil Guarascio join the Mobivity Board. Phil will bring to our Board world-class experience in successfully marketing iconic brands that are at the core of American business and very much a part of our everyday lives. Phil has the unique blend of both brand and agency connections coupled with the tech side of the marketing industry. We couldn't be happier that he agreed to join our Board in what is a pivotal and exciting time for Mobivity." Mr. Guarascio said, "Mobivity is in a prime position to expand its mobile marketing leadership and market share given its experience, technology and solutions that bring more customers, more often. Getting customers through the door is a universal need by brands of all sizes. Mobivity's unique and expanding combination of products and services creates personalization options that marketers have long sought to drive loyalty and expand monetization opportunities. I'm thrilled to be asked to be part of Mobivity's bright future." About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings disclosed a net loss of $7.33 million in 2012, as compared with a net loss of $16.31 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $9.96 million in total assets, $1.51 million in total liabilities and $8.45 million in total stockholders' equity. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring operating losses and negative cash flows from operations and dependence on additional financing to fund operations which raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[A]ll of our assets are currently subject to a first priority lien in favor of the holders of our outstanding convertible notes payable in the current aggregate principal amount of $4,521,378. The notes are due on October 15, 2013, if we are unable to repay or refinance our obligations under those notes by October 15, 2013, the holders of the notes will have the right to foreclose on their security interests and seize our assets. To avoid such an event, we may be forced to seek bankruptcy protection, however a bankruptcy filing would, in all likelihood, materially adversely affect our ability to continue our current level of operations. In the event we are not able to refinance or repay the notes, but negotiate for a further extension of the maturity date of the notes, we may be required to pay significant extension fees in cash or shares of our equity securities or otherwise make other forms of concessions that may adversely impact the interests of our common stockholders," the Company said in its annual report for the year ended Dec. 31, 2012. MMODAL INC: S&P Withdraws 'D' CCR Over Chapter 11 Filing -------------------------------------------------------- Standard & Poor's Ratings Services said it withdrew all ratings on Franklin, Tenn.-based MModal Inc., including the 'D' corporate credit rating. S&P also withdrew the 'D' issue-level ratings on the company's $520 million senior secured credit facilities, consisting of a $75 million revolving credit facility and a $445 million term loan, and on its $250 million unsecured notes. "MModal continues to operate under Chapter 11 protection after having filed for bankruptcy yesterday," said Standard & Poor's credit analyst David Tsui. MOBILESMITH INC: Sells Additional $450,000 Convertible Note ----------------------------------------------------------- MobileSmith, Inc., sold an additional convertible secured subordinated note due Nov. 14, 2016, in the principal amount of $450,000 to a current noteholder upon substantially the same terms and conditions as the Company's previously issued notes. The Company is obligated to pay interest on the New Note at an annualized rate of 8 percent payable in quarterly installments commencing June 3, 2014. As with the Existing Notes, the Company is not permitted to prepay the New Note without approval of the holders of at least a majority of the aggregate principal amount of the Notes then outstanding. The Company plans to use the proceeds to meet ongoing working capital and capital spending requirements. The sale of the New Note was made pursuant to an exemption from registration in reliance on Section 4(a)(2) of the Securities Act of 1933, as amended. About MobileSmith Inc. MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc., effective July 1, 2013. The Company develops and markets software products and services tailored to users of mobile devices. The Company's flagship product is The MobileSmithTM Platform. The MobileSmithTM Platform is an innovative, patents pending mobile app development platform that enables organizations to rapidly create, deploy, and manage custom, native smartphone apps deliverable across iOS and Android mobile platforms. Smart Online disclosed a net loss of $4.39 million in 2012, as compared with a net loss of $3.54 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.67 million in total assets, $31.59 million in total liabilities, and stockholders' deficit of $29.92 million. Cherry Bekaert LLP, in Raleigh, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2012, which conditions raise substantial doubt about the Company's ability to continue as a going concern. MONTANA ELECTRIC: Cash Collateral Access Extended Until May 1 ------------------------------------------------------------- Southern Montana Electric Generation and Transmission Cooperative, Inc., successor in interest to Lee A. Freeman, the former duly appointed Chapter 11 trustee for the Debtor; and certain holders consisting of The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc., as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America, on Feb. 28, 2014, entered into a Stipulation for Extension of Final Order (I) Authorizing Use of Cash Collateral Pursuant to Section 363 of the Bankruptcy Code, and (II) Providing Adequate Protection to Prepetition Secured Parties, and Approval of Supplemental Approved Budget. The Debtor and the Noteholders agree that (i) the reference in paragraph 5(a)(i) of the Final Order is modified on a prospective basis to provide for a date of May 1, 2014; (ii) the applicable Approved Budget associated with the Final Order will be replaced on a prospective basis with the Supplemental Budget; (iii) reference in paragraph 7(c) to the amount of the Monthly Payment is amended to reflect that as of January 1, 2014, the cash component shall be adjusted from $1,040,774 to $780,000 and (iv) the use of cash collateral will be consistent with the terms of any agreement reached between the Debtor and the Noteholders which is approved by the Court. All other terms and conditions of the Final Order remain the same and unaffected. Nothing will impair or affect the finality of the Final Order. Without the use of the Cash Collateral, the Debtor said it risks having insufficient liquidity to be able to continue to operate Debtor's business and potentially pursue reorganization efforts. Bankruptcy Judge Ralph B. Kirscher has approved the Stipulation. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. Fergus and Beartooth Electric Cooperative, Inc., have asked the Court to convert SME's Chapter 11 case to one under Chapter 7 of the U.S. Bankruptcy Code. According to the TCR, two plans are currently on file with the Court: -- On one side is the liquidating plan filed by Beartooth Electric Cooperative, Inc., Fergus Electric Cooperative, Inc., Mid-Yellowstone Electric Cooperative, Inc. and Tongue River Electric Cooperative, Inc., each a member cooperative in the Debtor. The Member Cooperatives on Dec. 31 filed the Second Amended Disclosure Statement for Member Cooperatives' Plan of Liquidation for Southern Montana Electric Generation and Transmission Cooperative, Inc. -- On the other is the Plan of Reorganization for the Cooperative filed Dec. 17, by The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America. The Bankruptcy Court has issued an order granting the "Motion To Continue/Reschedule Hearing On THE NOTEHOLDERS DISCLOSURE STATEMENT AND THE MEMBERS DISCLOSURE STATEMENT, AS AMENDED". Parties in interest have until and through April 1, 2014, to object to the Noteholders' Disclosure Statement and if an objection is filed, it must include a hearing notice setting the objection for hearing on April 15, 2014. Parties in interest have until and through April 1, 2014, to object to the Member Cooperatives' Second Amended Disclosure Statement and if an objection is filed, it must include a hearing notice setting the objection for hearing on April 15. The Member Cooperatives' Plan provides for the prompt and complete liquidation and dissolution of the Debtor. A Liquidating Agent will be appointed to manage the Debtor's liquidation; Highwood Generating Station and other collateral is surrendered to the primary secured creditors, the Noteholders; the Members' All- Requirements Contracts with Debtor are rejected and terminated; and, the Debtor's power contract with Western Area Power Administration is assigned in agreed allocated shares to the participating Members. A copy of the Second Amended Disclosure Statement explaining the Members' Plan is available at no extra charge at: http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf The Noteholders' Plan provides for the continued operation of the Debtor. The Plan retains for the benefit of the Estate (and improves upon) the terms of a negotiated settlement between the Noteholders and the Chapter 11 Trustee which resolves the issue of the value of the Noteholders' collateral and under which the Noteholders' current claim for a $46 million "make-whole amount" is waived. A copy of the Disclosure Statement explaining the Noteholders' Plan is available at no extra charge at: http://bankrupt.com/misc/SOUTHERNMONTANAds.pdf The Member Cooperatives and their counsel are: Tongue River Electric Cooperative, Inc., represented by Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus Electric Cooperative, Inc., represented by John Paul, Esq., at Law Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and Beartooth Electric Cooperative, Inc., represented Laurence R. Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier & Weldon, P.C. Counsel for the Noteholders are: Steven M. Johnson, Esq., at Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter, Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP. MT. GOX: Allowed Trading After Discovering Loss of Bitcoins ----------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Mt. Gox Co., the bankrupt Bitcoin exchange, allowed customers to continue trading the virtual currency for more than two weeks after discovering it had lost "hundreds of thousands" of Bitcoins. According to the report, the company halted all withdrawals on Feb. 7 upon finding it had lost Bitcoins owned by customers and itself. Trading continued until Feb. 24, when an internal investigation put the number of lost Bitcoins at 744,408, Chief Executive Officer Mark Karpeles said in a sworn statement filed in U.S. Bankruptcy Court in Dallas on March 9. "These events caused among others Mt. Gox to become insolvent," Karpeles said in the statement, the report related. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange that halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas. The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. NII HOLDINGS: PWC Approves SEC Disclosure About Dismissal --------------------------------------------------------- PricewaterhouseCoopers LLP delivered to the U.S. Securities and Exchange Commission a letter dated March 4, 2014, stating the following: "We have read the statements made by NII Holdings, Inc. (copy attached), which was filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of NII Holdings, Inc. dated March 1, 2014. We agree with the statements concerning our Firm in such Form 8-K." On March 1, 2014, the Audit Committee of the Board of Directors of NII Holdings dismissed PricewaterhouseCoopers as the Company's independent registered public accounting firm. On March 2, 2014, PwC was notified of this decision. On March 1, 2014, the Audit Committee appointed KPMG LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec 31, 2014. KPMG LLP had accepted its appointment on March 5, 2014. About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. * * * As reported by the TCR on March 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'. "The downgrade follows the company's poor fourth-quarter 2013 results that were below our expectations, and its disclosure that its auditors have uncertainty about the company's ability to continue as a going concern," said Standard & Poor's credit analyst Allyn Arden. The TCR also reported on March 5, 2014, that Moody's Investors Service downgraded the corporate family rating (CFR) of NII Holdings Inc. ("NII" or "the company") to Caa1 from B3. The downgrade reflects the company's poor 2013 operating performance and the risk that the company will violate the covenants governing its Mexican and Brazilian subsidiary debt, which could trigger an event of default for up to $4.4 billion of debt issued by intermediate holding companies NII Capital Corp. and NII International Telecom S.C.A. NEONODE INC: Reports $13.1 Million 2013 Net Loss ------------------------------------------------ Neonode Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $13.08 million on $3.71 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.28 million on $7.13 million of net revenues in 2012. The Company had a net loss of $17.14 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $11.47 million in total assets, $5.12 million in total liabilities and $6.34 million in total stockholders' equity. "I am excited to announce that we received Microsoft Windows 8 Certification for our multi-touch PC solutions, which has opened the floodgates for Tier-One PC design opportunities. With our solution's superior performance, low-cost, and easy high-yield manufacturing, we expect to garner incremental Tier One licenses and wins in the near term," said Neonode CEO Thomas Eriksson. "In addition, during 4Q our flagship Tier-One printer customer commenced mass production of its new mainstream printers that integrate our touch technology," Mr. Eriksson continued. "We expect this bellwether OEM, who keeps expanding our relationship, will have new Neonode-driven printers on retail shelves in the very near term, which in turn should accelerate our engagements with the remaining Tier One printers OEMs." "Finally, we recently signed a new contract with a Tier One eReader OEM, which should help us recapture the market share that was lost over the last year," concluded Mr. Eriksson. A copy of the Form 10-K is available for free at: http://is.gd/7skqUP About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. NNN 123: Plan Exclusivity Period Extended Until May 4 ----------------------------------------------------- The Hon. Jack B. Schmetterer of the U.S. Bankruptcy Court for the Northern District of Illinois extended the exclusive periods of NNN 123 North Wacker, LLC, et al., to: a) file a proposed Chapter 11 plan until May 4, 2014; and b) solicit acceptances of that plan through and until July 1, 2014. As reported in the Troubled Company Reporter on Feb. 5, 2014, NNN 123 North Wacker 1 LLC and the other tenants, who own more than 86% of the property that constitutes the only significant asset of Debtors, objected to the Debtors' extension request, alleging that the Debtors' bankruptcy case was filed in bad faith and without proper consent. The Debtors related they have made significant progress in negotiations with the lenders, and they need additional time to conclude those discussions in relation to the plan and the explanatory disclosure statement. The Debtors have proposed these extensions: Deadline Current Date Proposed Date -------- ------------ ------------- Plan Exclusivity Deadline Feb. 3 May 4 Solicitation Deadline April 25 July 1 Plan Filing Feb. 6 May 4 Plan Status Hearing Feb. 18 Week of May 19 General Claims Objection Deadline Feb. 3 April 14 About NNN 123 North Wacker, LLC NNN 123 North Wacker, LLC, filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 13-39210) on Oct. 4, 2013 in Chicago, represented by Andrea Johnson Frost, Esq., at Kaye Scholer LLC, as counsel. The Debtor disclosed total assets of $24.95 million and total liabilities of $135.47 million in its Schedules. Another entity, NNN 123 North Wacker Member LLC, sought Chapter 11 protection (Case No. 13-39240) on the same day. NOBLE LOGISTICS: Seeks to Sell Assets to Gladstone Unit for $14.5M ------------------------------------------------------------------ Noble Logistics, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to sell all or substantially all of their assets to NDLI Acquisition Inc., an entity affiliated with Gladstone Investment Corporation, the holder of approximately $15 million in secured debt, pursuant to an asset purchase agreement, or other bidder that the Debtors determine to be the successful bidder the conclusion of an auction proposed to be conducted on May 6, 2014. The Asset Purchase Agreement provides for a purchase price of $14.5 million, plus cure amounts. The Debtors said the purchase price is likely to be paid by a combination of credit bidding, cash and assumption of liabilities. The Debtors are requesting a deadline for submission of bids on or before May 2, 2014, so that if the Debtors receive two or more bids, an auction will be conducted at the offices of DLA Piper LLP (US), in New York. The Debtors request that a sale hearing take place no later than May 9. The Debtors also ask the Court's authority to provide the Proposed Purchaser a break-up fee equal to $200,000 and expense reimbursement for its out-of-pocket expenses, which are capped at $150,000, if (a) the Court approves an Alternative Transaction with a Qualified Bidder other than the Proposed Purchaser and (b) the Debtors consummate that Alternative Transaction. The Debtors are represented by Gregg M. Galardi, Esq., at DLA PIPER LLP (US), in Wilmington, Delaware; and Emily A. Battersby, Esq., at DLA PIPER LLP (US), in New York. Noble Logistics, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-10442) on Feb. 28, 2014 in Delaware. Gregg M. Galardi, Esq., and Emily A. Battersby, Esq. at DLA PIPER LLP, serve as counsel to the Debtor. The Debtor estimated $10 million to $50 million in both assets and liabilities. NOVELIS INC: Moody's Puts 'B1' CFR on Review for Downgrade ---------------------------------------------------------- Moody's Investors Service place Novelis Inc's B1 corporate family rating, B1-PD probability of default rating, Ba2 senior secured term loan rating and B2 senior unsecured ratings under review for possible downgrade. The speculative grade liquidity rating is unchanged at SGL-3. On Review for Possible Downgrade: Issuer: Novelis Inc. Probability of Default Rating, Placed on Review for Possible Downgrade, currently B1-PD Corporate Family Rating, Placed on Review for Possible Downgrade, currently B1 Senior Secured Bank Credit Facility Mar 10, 2017, Placed on Review for Possible Downgrade, currently Ba2 Senior Unsecured Regular Bond/Debenture Dec 15, 2017, Placed on Review for Possible Downgrade, currently B2 Senior Unsecured Regular Bond/Debenture Dec 15, 2020, Placed on Review for Possible Downgrade, currently B2 Outlook Actions: Issuer: Novelis Inc. Outlook, Changed To Rating Under Review From Stable Ratings Rationale The review for downgrade results from the continued weak performance of Novelis, which has resulted in a deterioration of debt protection metrics, as evidenced by a contraction in the EBIT/interest ratio to 1.7x for the twelve months ended December 31, 2013 and an increasing leverage position as evidenced by the debt/EBITDA ratio worsening to 6.9x for the comparable twelve month period from 5.6x for the fiscal year ended March 31, 2013. This reflects both a lower EBITDA level as well as increased levels of debt outstanding. Despite an improving shipment profile (shipments were up approximately 2.6% for the nine months through December 31, 2013 relative to the comparable 2012 period), headwinds facing the aluminum industry, weakness in the North American beverage can market together with increased competitiveness in the Asian markets, principally from China, continue to exert downward pressure on earnings and margins. In addition, the company continues to have relatively high capital expenditures as it continues its strategic investments in automotive sheet finishing capacity to meet increasing demand for aluminum content from the automotive industry. The review will focus on the outlook for shipments and conversion premiums within the company's geographic operating regions, the ability to contain or reduce costs and planned capital expenditure levels. In addition the review will focus on the time horizon over which improved performance, due to the benefit of higher value added automotive business, will be realized. The principal methodology used in this rating was the Global Steel Industry published in October 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. Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. The company operates through four segments: North America Europe Asia and South America While Novelis sells into a number of end markets, the company ships a meaningful level to the can sheet market with the most of the balance of production going to the electronics and high-end specialties markets and automotive markets During the twelve months ended December 31, 2013, Novelis generated approximately $9.8 billion of revenues and shipped approximately 2.8 million metric tons of rolled aluminum. NUVILEX INC: Fully Pays Licensing Obligations to Austrianova ------------------------------------------------------------ Effective June 25, 2013, Nuvilex Inc. entered into a Licensing Agreement with Austrianova Singapore Pte. Ltd. pursuant to which the Company acquired the exclusive, worldwide license to use: (i) the cellulose-based live-cell encapsulation technology of Austrianova, known as "Cell-in-a-Box," for the treatment of diabetes; and (ii) the "Cell-In-A-Box" trademark of Austrianova. Pursuant to the Licensing Agreement, the Company was required to pay $1 million to Austrianova Singapore on Oct. 31, 2013. That payment was made on Oct. 30, 2013. A second payment of $1 million is required to be paid to Austrianova by April 30, 2014, in order to retain Nuvilex's exclusive worldwide license to use the "Cell-in-a-Box" technology for the development of treatments for diabetes. On Feb. 25, 2014, the Company made the second required payment to Austrianova, thereby fulfilling all financial obligations required to be met by the Company under the Licensing Agreement. 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. OVERSEAS SHIPHOLDING: Sues Proskauer for $450M Over Tax Advice -------------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Overseas Shipholding Group Inc., the bankrupt tanker operator, sued law firm Proskauer Rose LLP claiming it suffered hundreds of million in tax liabilities and other damages because of faulty advice and shoddy work on credit facilities. According to the report, the complaint filed on March 11 in New York State Supreme Court seeking at least $450 million follows a lawsuit the shipper filed against Proskauer in November in bankruptcy court in Wilmington, Delaware, where it is reorganizing. U.S. Bankruptcy Judge Peter J. Walsh refrained from ruling on OSG's lawsuit in bankruptcy, known as an adversary proceeding. OSG claims that Proskauer erred in crafting the language of its credit agreements starting in 2000, resulting in foreign subsidiaries becoming liable for the parent's debt and the income of those units becoming taxable, the report related. The change to a "joint and several" structure under the credit agreements "was a colossal blunder on the part of Proskauer," OSG said in the complaint, the report cited. The shipper accused the law firm of compounding the problem by trying to cover up its past mistakes. 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. PACIFIC STEEL: Has Interim Authority to Use Cash Collateral ----------------------------------------------------------- Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, gave Pacific Steel Casting Company and Berkeley Properties, LLC, interim approval to use cash collateral securing their prepetition indebtedness and provide adequate protection to Wells Fargo Bank, N.A., as prepetition lender. PSC and BP are authorized to use a total of $6,287,000 of the cash collateral of WFB from cash on hand, collections of accounts receivable, sales and rents collected from operations through April 2, 2014, the date of the continued preliminary and/or final hearing. PSC and BP are authorized to make an adequate protection payment to WFB from cash collateral of approximately $40,000. Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Law Offices of Binder and Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. The Debtors estimated assets and liabilities of at least $10 million. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. PACIFIC STEEL: Seeks Authority to Obtain $8.5-Mil. in DIP Loans --------------------------------------------------------------- Pacific Steel Casting Company and Berkeley Properties, LLC, seek authority from the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, seek authority to borrow the sum of $8.5 million from Siena Lending Group for purposes of allowing the Debtors to repay existing secured indebtedness owed to Wells Fargo Bank, N.A., as well as providing the Debtors with operating capital. The Debtors also seek authority to grant Siena with a senior security interest in the Debtors' assets and a superpriority administrative expense claim, as well as modifies the automatic stay and provides related relief. The initial disbursement under the DIP Credit Agreement will be used to repay Wells Fargo the sum of (a) approximately $2,671,510 as the principal balance on the term loan between the Debtors and Wells Fargo, and (b) approximately $1,450,000 as the principal balance on the revolving line of credit between the Debtors and Wells Fargo, plus accrued but unpaid interest together with required fees and expenses on both Wells Fargo loans. The interest rate under the DIP Credit Agreement is: (a) with respect to M&E Revolving Loans, 6.0% per annum in excess of the Base Rate, and (b) with respect to all other Revolving Loans, 4.5% per annum in excess of the Base Rate. The DIP Credit Agreement is scheduled to mature on the earlier of (i) December 17, 2014, (ii) the effective date of a Reorganization Plan that has been confirmed by an order of the Bankruptcy Court, (iii) the closing of an Approved Sale, (iv) the date of the conversion of the Case to a case under Chapter 7 of the Bankruptcy Code, (v) the date of the dismissal of the Case, and (vi) 25 days after the Petition Date if the Final order has not been entered as of that date, however, the DIP Credit Agreement provides that the Debtors may at their option request up to two extensions of up to three months each of the maturity date from Siena under certain terms and conditions including the payment of a Renewal Fee of $42,500 to Siena. Under the DIP Loans, the Debtors are required to have obtained an order from the Bankruptcy Court approving the bidding procedures on or before the earlier of May 30, 2014, and have conducted an auction by June 20. The Debtors are also required to obtain court order for an approved sale to the successful bidder on or before June 24. Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Law Offices of Binder and Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. The Debtors estimated assets and liabilities of at least $10 million. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. PACIFIC STEEL: Chuck Bridges Designated as Ch. 11 Representative ---------------------------------------------------------------- Judge Roger L. Efremsky of the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, authorized Pacific Steel Casting Company to designate Chuck Bridges, vice president and chief financial officer of the Debtor, as the individual responsible for the duties and obligations of the Debtor during the pendency of the Chapter 11 proceeding and the individual designated to represent the Debtor. Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Law Offices of Binder and Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. The Debtors estimated assets and liabilities of at least $10 million. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. PACIFIC STEEL: Seeks to Employ Binder & Malter as Counsel --------------------------------------------------------- Pacific Steel Casting Company seeks authority from the U.S. Bankruptcy Court for the Northern District of California, Oakland Division, to employ Binder & Malter, LLP, as counsel. Michael W. Malter, Esq., a senior partner with the law firm Binder & Malter, LLP, assures the Court that his firm does not hold or represent any interest adverse to PSC or its estate. Binder & Malter, LLP also represents Berkeley Properties, LLC. As part of its investigation into the financial transactions of PSC and BP, it was revealed that PSC leased property from BP and paid a monthly rent. From time to time, as needed by PSC, BP would then transfer the funds collected back to BP. Those transactions were recorded as an intercompany receivable on BP's books and as an intercompany payable on PSC's books. The last of these transactions occurred on March 5, 2014, when BP made a transfer of $550,000 to PSC. These transactions do not present a conflict of interest which would preclude the appointment of Binder & Malter, as bankruptcy counsel to PSC and BP, Mr. Malter says. Binder & Malter LLP is not aware of any inter-company payables or receivables at the time of filing the bankruptcy petitions, other than the on-going lease agreement between PSC and BP. Moreover, as an additional measure, notwithstanding the absence of any known conflicts of interest, PSC and BP have both executed a waiver of any potential or unknown conflicts of interest that might arise due to Binder & Malter LLP's dual representation of both Debtors. Mr. Malter relates that PSC initially engaged his firm for bankruptcy analysis on or about August 2, 2013. On August 2, 2013, Binder & Malter received payment of $20,000 from a third party; Tri-Pacific, Inc., the majority shareholder of PSC, holding approximately 82% of common stock of PSC. On October 14, 2013, PSC executed an Attorney-Client Fee Agreement for bankruptcy analysis effective as of July 29, 2013. Subsequent payments of $9,416 and $9,073 were paid to Binder & Malter by BP on November 15, 2013 and January 7, 2014 respectively on account of services rendered to PSC and Berkeley Properties, LLC. On March 7, 2014, the firm received payment of a $450,000 retainer from PSC by wire transfer. From the retainer of $450,000 the total sum of $272,870 was utilized for bankruptcy analysis, sale negotiations, creditor negotiations and other pre-bankruptcy services. Two chapter 11 filing fees of $1,213 each totaling $2,426.00 were also paid from the retainer, leaving a retainer balance of $188,193 for PSC and a separate retainer balance of $25,000 for BP as and for their respective Chapter 11 retainers. Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. The Law Offices of Binder and Malter, LLP, serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. The Debtors estimated assets and liabilities of at least $10 million. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. PENDRAGON PLC: S&P Revises Outlook to Pos. & Affirms 'B+' CCR ------------------------------------------------------------- Standard & Poor's Rating Services said that it revised its outlook on U.K.-based auto retailer Pendragon PLC to positive from stable. At the same time, S&P affirmed its 'B+' long-term corporate credit rating on Pendragon. S&P also affirmed its issue ratings on the company's debt. The outlook revision reflects S&P's expectation that the improvement in Pendragon's cash flow profile and credit measures is sustainable over the next 24 months. This is due in large part to the signs of a cyclical upturn in the U.K. auto retail market, which should allow Pendragon to improve its earnings conversion into cash, through making use of its leadership position in both premium and mass-market segments. The refinancing that the company completed in April 2013 also contributed to an improvement in the company's credit metrics, and allowed Pendragon to decrease its reported financial debt by GBP90 million year-on-year as of Dec. 31, 2013. The U.K. car retail market grew by 9.4% in 2013, following growth of 5% in 2012. LMC Automotive, the industry data agency, forecasts that this trend will continue over the next few years, albeit at a slower pace (2.3% in 2014 and 1.1% in 2015). As new vehicle sales continue to increase year-on-year, this should expand the on-road population of used cars up to three years old, the segment that generates most of Pendragon's aftermarket business. The aftermarket segment is characterized by significantly higher margins than motor sales and S&P considers that its expansion should allow Pendragon to keep steady profitability and a stable cash conversion rate, resulting in positive free operating cash flow (FOCF) generation. "We continue to assess Pendragon's business risk profile as "weak," as our criteria define the term. This assessment incorporates our view of the global auto retailers industry's "intermediate" risk and "very low" country risk. We assess Pendragon's competitive position as "weak," reflecting its exposure to cyclical automotive end markets and its relatively weak bargaining power with the automakers, owing to the company's heavy dependence on a few automakers in a fragmented auto retail industry. At the same time, we believe that Pendragon's leading position in the U.K. market and brand-diversified revenue stream helps to mitigate the group's historically average profitability and the relatively high volatility of its earnings compared with other rated auto retailers," S&P said. "We assess Pendragon's financial risk profile as "aggressive," reflecting the company's relatively high interest burden and the significant impact of operating lease adjustments on debt and interest levels. As of Dec. 31, 2013, Pendragon's debt was about GBP612 million on a fully Standard & Poor's-adjusted basis. We include in our measure of debt about GBP33 million of unfunded pension liabilities, which the company reported as of Dec. 31, 2013, and an operating lease adjustment of about GBP381 million. We do not adjust for stock financing lines. Likewise, we do not net any cash from the group's reported debt, in line with our criteria for the issuers with a "weak" business risk assessment," S&P added. S&P's base case for Pendragon assumes: -- U.K. GDP growth at 2.3% in 2014 and 2% in 2015. -- Sales to grow at a mid-single-digit rate over the next three years, underpinned by LMC Automotive and SMMT forecasts for the U.K. auto market. -- The group's gross margin remaining flat at about 13% in 2014 and 2015. -- Capital expenditures (capex) of GBP60 million-GBP75 million per year. This includes some expansionary spending on new site construction and investment in compliance with the OEM (original equipment manufacturer) standards. -- No major acquisitions, divestitures, or increases in shareholder payments. Based on these assumptions, S&P arrives at the following credit measures: -- Funds from operations (FFO) to debt of 13%-15% over the next three years, compared with 13.8% in 2013. -- Debt to EBITDA of 4x in 2014-2016, compared with 4.1x last year. -- EBITDA-to-interest coverage of about 2.5x in 2014-2016, compared with 2.4 in 2013. S&P views Pendragon's liquidity as "adequate" under its criteria. This assessment reflects S&P's view of the comfortable cash balances Pendragon maintains and the company's long-dated debt- maturity profile. S&P anticipates that the liquidity coverage ratio under its criteria will comfortably exceed 1.2x in the next 12 months. S&P estimates Pendragon's sources of liquidity over the next 12 months as follows: -- Cash and cash equivalents of GBP58 million as of Dec. 31, 2013; -- Undrawn credit lines amounting to GBP120 million as of Dec. 31, 2013; -- FFO of approximately GBP80 million-GBP90 million per year; And -- Proceeds from routine asset sales of about GBP50 million- GBP60 million, in line with historical levels. Over the same period, S&P estimates Pendragon's uses of liquidity as follows: -- Gross capex of about GBP60 million-GBP75 million; -- Up to GBP40 million per year for the purchase of contract hire vehicles, in line with historical levels; -- Dividend payments of about GBP9 million in 2014, growing in line with net profit thereafter; and -- Working capital investment of up to GBP100 million at peak times of the year. The positive outlook reflects S&P's view that there is at least a one-in-three chance of S&P raising its rating on Pendragon in the next 12 months. S&P would raise the rating on Pendragon if its performance does not materially diverge from its expectation of modest year-on-year growth in earnings in 2014, as S&P believes that Pendragon's leadership positions in the premium and mass market segments should allow it to benefit from an ongoing upturn in the U.K. auto market. S&P would consider an EBITDA-to-debt ratio of about 4x, FFO-to- debt ratio of comfortably more than 12%, and EBITDA-to-interest coverage ratio of about 2.5x as commensurate with a higher rating. S&P would also need to see positive FOCF and an uninterrupted track record of steady operating performance, with an EBITDA margin of at least 3.5%, before raising the rating. S&P could revise the outlook to stable if Pendragon's credit metrics were to decline--specifically, if adjusted debt to EBITDA were to deteriorate to more than 4x, the FFO-to-debt ratio were to fall to about 12%, EBITDA to interest coverage were to stay close to 2x, or if the company failed to generate positive FOCF in 2014. This could happen because of worse-than-anticipated conditions in the U.K. new and used auto end markets, weakness in aftersales segment, or adverse conditions in the finance markets leading to a fall in the residual values of the cars. PHI GROUP: Incurs $134,000 Loss in March 31, 2012 Quarter --------------------------------------------------------- PHI Group Inc. filed with the U.S. Securities and Exchange Commission on March 5, 2014, its quarterly report for the period ended March 31, 2012. The late-filed Form 10-Q disclosed a 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 same period in 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, all current, and a $7.70 million total stockholders' deficit. A copy of the Form 10-Q, as amended, is available for free at: http://is.gd/6q2Rj8 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. PHOENIX CMI: Case Summary and Unsecured Creditor ------------------------------------------------ Debtor: Phoenix CMI LLC 8201 Santa Fe Ave. Huntington Park, CA 90215 Case No.: 14-15519 Chapter 11 Petition Date: March 23, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Joon M Khang, Esq. KHANG & KHANG LLP 18101 Von Karman Ave 3rd Fl Irvine, CA 92612 Tel: 949-419-3834 Fax: 949-419-3835 Email: joon@khanglaw.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jong Uk Byun, manager. The Debtor listed VFC Partners 7 LLC as its largest unsecured creditor holding a claim of $1,474,307. The creditor can be reached at: Mark E. Barker, Esq. Jennings, Haug & Cunningham, L.L.P 2800 N. Central Ave., Suite, 1800 Phoenix, AZ 85004 PLUG POWER: Offering $22.4 Million Common Shares ------------------------------------------------ Plug Power Inc. has priced an underwritten registered offering of 3,902,440 shares of its common stock. The shares will be sold at a price to the public of $5.74 per share for gross proceeds of approximately $22.4 million. The shares were placed with a single institutional investor. Cowen and Company, LLC, is acting as the sole underwriter for the offering. Net proceeds, after underwriting discounts and commissions and other estimated fees and expenses payable by Plug Power, will be approximately $21.5 million. Plug Power intends to use the net proceeds of the offering for working capital and other general corporate purposes including, capital expenditures. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. As of Sept. 30, 2013, the Company had $40.03 million in total assets, $35.36 million in total liabilities, $2.45 million in series C redeemable convertible preferred stock, and $2.21 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to meet our future liquidity needs, capital requirements, and to achieve profitability will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations without additional external financing and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. PRESSURE BIOSCIENCES: Obtains $630,380 From Private Placement ------------------------------------------------------------- Pressure BioSciences, Inc., entered into a securities purchase agreement with various accredited investors pursuant to which the Company sold an aggregate of 1,854 units for a purchase price of $340.00 per unit, or an aggregate Purchase Price of $630,360. This is the third tranche of a $1.5 million private placement previously disclosed by the Company in its Current Report on Form 8-K filed with the Securities and Exchange Commission on Dec. 12, 2013. The Purchasers in the third tranche of the Private Placement consisted of certain existing and new investors in the Company. The Private Placement was originally expected to raise $1.5 million and close on or before Jan. 31, 2014. On Jan. 29, 2014, the Company's Board of Directors voted to increase the subscription amount of the Private Placement by $718,750. The Board of Directors also voted to extend the Private Placement until Feb. 28, 2014. On Feb. 28, 2014, the Company's Board of Directors voted to increase the subscription amount once again to a total of $3.5 million and extended the closing to April 4, 2014. Together with the initial tranche of $1,000,000 that closed on Dec. 12, 2013, and the second tranche of $1,218,750 that closed Jan. 29, 2014, the total consideration received by the Company in the Private Placement is $2,849,110, which is comprised of $2,028,404 in cash and $820,706 from the conversion of outstanding indebtedness and Board of Director fees. One or more additional tranches in the Private Placement may close on or before April 4, 2014. Each unit purchased in the third tranche consists of (i) one share of Series K Convertible Preferred Stock, par value $0.01 per share, convertible into 1,000 shares of the Company's common stock, par value $0.01 per share and (ii) a warrant to purchase 500 shares of Common Stock at an exercise price equal to $0.425 per share, with a term expiring on Feb. 28, 2017. Additional information is available for free at: http://is.gd/aM5J6O About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences disclosed a net loss applicable to common shareholders of $4.40 million on $1.23 million of total revenue for the year ended Dec. 31, 2012, as compared with a net loss applicable to common shareholders of $5.10 million on $987,729 of total revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.29 million in total assets, $2.96 million in total liabilities and a $1.67 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. These conditions raise substantial doubt about its ability to continue as a going concern. PRIME TIME INT'L: Schedules Filing Date Extended to April 29 ------------------------------------------------------------ Judge Sarah S. Curley of the U.S. Bankruptcy Court for the District of Arizona extended the deadline for Prime Time International Company, et al., to file their schedules of assets and liabilities and statements of financial affairs until April 29, 2014. 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: Has Interim OK to Pay Critical Vendor Claims -------------------------------------------------------------- Judge Sarah S. Curley of the U.S. Bankruptcy Court for District of Arizona gave Prime Time International Company, et al., interim authority to pay all critical vendor claims, provided that the payment on account of the Critical Vendor's Claims will not exceed $72,000. A final status hearing will be held on April 9, 2014, at 2:30 p.m. 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. PROVISION HOLDING: Unit Inks Int'l Distributor Pact with AOTEX -------------------------------------------------------------- Provision Interactive Technologies, Inc., the operating subsidiary of Provision Holding, Inc., entered into an International Distributor Agreement with AOTEX SARL on Nov. 1, 2013. Pursuant to the Agreement, AOTEX will have the exclusive right to market and sell PITI products in the Middle East, specifically within the countries located in the GCC (Gulf Cooperation Council), which Agreement includes consideration and performance requirements. The term of the Agreement is three years, with an option to extend the Agreement by an additional term of three years. About Provision Holding Based in Chatsworth, Calif., Provision Holding, Inc., is focused on the development and distribution of its patented three- dimensional, holographic interactive displays focused at grabbing and holding consumer attention particularly and initially in the advertising and product merchandising markets. The Company's balance sheet at March 31, 2011, showed $1.16 million in total assets, $6.06 million in total liabilities and a $4.89 million total stockholders' deficit. As reported in the Troubled Company Reporter on Nov. 23, 2010, Farber Hass Hurley LLP, in Camarillo, California, expressed substantial doubt about Provision Holding, Inc.'s ability to continue as a going concern, following the Company's fiscal year ended June 30, 2010. The independent auditors noted that the Company has incurred significant losses in 2010 and 2009 and has negative working capital of $4.3 million. PULTEGROUP INC: S&P Raises CCR to 'BB+' on Stronger Credit Metrics ------------------------------------------------------------------ Standard & Poor's Ratings Services raised its ratings on PulteGroup Inc., including the corporate credit rating and issue- level ratings on the company's debt, to 'BB+' from 'BB'. S&P's recovery rating on the company's unsecured senior notes is '3', indicating its expectations for a meaningful (50% to 70%) recovery in the event of a payment default. The rating action affects about $1.8 billion of rated unsecured debt. "The upgrade reflects the company's outperformance relative to our prior expectations, notably leverage and coverage metrics, as a result of strengthened margins and overall operating profit, coupled with debt reductions," said Standard & Poor's credit analyst George Skoufis. PulteGroup repaid $460 million of debt in 2013, and will repay another $245 million by the end of the first quarter, all with cash on hand. Improved profitability and lower debt levels have resulted in stronger EBITDA-based credit metrics. S&P has revised its assessment of PulteGroup's financial risk profile to "intermediate" from "significant". S&P's rating on PulteGroup incorporates its view of "fair" business risk and "intermediate" financial risk profile assessments for the company. "In our view, PulteGroup's geographic and product diversity and more profitable platform provides support for the homebuilder's "fair" business risk profile. PulteGroup's platform is spread across 48 markets located in 27 states and offers products and price points through three distinct brands that target diverse consumer segments. PulteGroup also owns a large supply of land in some attractive regions that should help the company meet growing housing demand, with particular recent strength in the move-up and active adult segments that accounted for 85% of 2013 home closings. We believe PulteGroup's large scale also enables the homebuilder to better manage its overhead. This, in combination with strengthened adjusted gross margins (25.4% compared with 21.1% in 2012) has resulted in a stronger EBITDA margin and one that is among the highest relative to its peers," S&P said. The stable outlook reflects S&P's view that PulteGroup will maintain its strengthened credit metrics aided by the improving, albeit uneven, housing recovery, which should support steady to higher EBITDA over the next one to two years. S&P also expects Pulte will remain committed to efficiently manage its working capital to support its "strong" liquidity. S&P currently sees limited downside to the rating, given the recovery under way and recent debt reduction. However, S&P would lower its rating if leverage and coverage metrics are weaker than its expectations, such as debt to EBITDA of 3x or more, debt to equity above 35% or more, and interest coverage below 6x. This could result from a more aggressive financial policy that weighs on credit metrics and liquidity, such as aggressive share repurchases, greater appetite for land acquisitions, or deterioration in the housing market that results in weaker-than- expected operating results. At the same time, S&P currently sees limited upside over the near term. However, S&P could consider raising its rating if the company committed to its strategy of more efficiently managing capital and can successfully leverage its platform to obtain efficiencies that result in consistent and comparatively strong margins over an extended period of time, which would prompt a reassessment of S&P's current "fair" business risk profile. QUANTUM FUEL: Incurs $6 Million Net Loss in Fourth Quarter ---------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., reported a net loss attributable to stockholders of $6.04 million on $12.72 million of total revenues for the three months ended Dec. 31, 2013, as compared with a net loss attributable to stockholders of $6.62 million on $5.61 million of total revenues for the same period a year ago. For the 12 months ended Dec. 31, 2013, the Company reported a net loss attributable to stockholders of $23.04 million on $31.90 million of total revenues as compared with a net loss attributable to stockholders of $30.91 million on $22.71 million of total revenues in 2012. "We are pleased with completing a successful year with a strong quarter in terms of growth, financial operating performance, execution and momentum. The pillars for success continue to be put into place and we are excited about carrying forward our focus, determination and business plan into 2014. We are at the front-end of an abundant opportunity in natural gas storage for trucking applications and are excited to be well positioned with our advanced compressed fuel storage technology and product portfolio, in addition to our strong capabilities in delivering complete packaged storage solutions to the market," said Brian Olson, president and CEO of Quantum. A copy of the press release is available for free at: http://is.gd/oYDQAi About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Haskell & White LLP, in Irvine, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company does not have sufficient existing sources of liquidity to operate its business and service its debt obligations for a period of at least twelve months. These conditions, along with the Company's working capital deficit and recurring operating losses, raise substantial doubt about the Company's ability to continue as a going concern. RENAL CARE: S&P Affirms 'B' CCR on Incremental Debt Add-On ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on U.S. Renal Care Inc. (USRC). The outlook is negative. At the same time, S&P affirmed all issue-level ratings. This incorporates the add-ons to both the first- and second-lien term loans. The recovery ratings on this debt are unchanged. The company will use proceeds of the add-ons to pay a shareholder dividend. The ratings on USRC reflect Standard & Poor's Ratings Services view of the company's business risk profile as "weak," primarily reflecting its narrow business focus and reimbursement risk. The company provides kidney dialysis services. The ratings also reflect the company's "highly leveraged" financial risk profile, with leverage (adjusted debt to EBITDAR less net income attributable to noncontrolling interests) expected to remain above 6x over the next year. "Our weak business risk assessment primarily considers USRC's narrow scope of operations, reimbursement pressure from Medicare and other third-party payors, and fair geographic diversity," said Standard & Poor's credit analyst David Peknay. "Reimbursement risk is a particularly key credit factor considering Medicare and some other government programs, which account for more than 80% of USRC's total treatments and 56% of its revenues. We expect Medicare rates will decline a total of 12.4% over a three to four year transition period, only partly offset by likely market basket increases. Thus, the percent of treatments that commercial insurers cover, the commercial insurers' pricing, and efficient management practices are important," added Mr. Peknay. The business risk profile also recognizes positive attributes of the sector, such as steady demand from patients with end-stage renal disease for essential dialysis treatments, favorable demographic trends, and relatively low investment requirements. USRC operates in 18 states and Guam, serving about 14,000 dialysis patients. Heightened reimbursement risks for U.S. dialysis service providers make it more important for them to effectively manage costs. USRC's relatively small size is a disadvantage, compared with the two much larger competitors, DaVita HealthCare Partners Inc. and Fresenius Medical Care AG & Co. KGaA. These companies can more easily undertake increased spending for information technology infrastructure and enjoy greater bargaining power with suppliers. S&P believes USRC's acquisition of ASA slightly improved its competitive position, but it remains much smaller than the industry leaders. RG STEEL: Asks Judge to Amend Final Cash Collateral Order --------------------------------------------------------- RG Steel LLC asked U.S. Bankruptcy Judge Kevin Carey to issue an amended order authorizing the company to use the cash collateral of second lien lenders. The amendments to the final cash collateral order signed by Judge Carey on Oct. 16, 2012, would allow the steel maker to use the collateral until June 27. The proposed amended order would require RG Steel to maintain in segregated accounts all proceeds of collateral, other than proceeds of causes of action pursuant to Chapter 5 of the Bankruptcy Code. The steel maker would also be required to use those proceeds to fund disbursements contemplated by the proposed budget prior to using the cash collateral. A court hearing is scheduled for April 1. Objections are due by March 25. About RG Steel RG Steel LLC -- http://www.rg-steel.com/-- is the United States' fourth-largest flat-rolled steel producer with annual steelmaking capacity of 7.5 million tons. It was formed in March 2011 following the purchase of three steel facilities located in Sparrows Point, Maryland; Wheeling, West Virginia and Warren, Ohio, from entities related to Severstal US Holdings LLC. RG Steel also owns finishing facilities in Yorkville and Martins Ferry, Ohio. It also owned Wheeling Corrugating Company and has a 50% ownership in Mountain State Carbon and Ohio Coatings Company. RG Steel along with affiliates, including WP Steel Venture LLC, sought bankruptcy protection (Bankr. D. Del. Lead Case No. 12- 11661) on May 31, 2012. Bankruptcy was precipitated by liquidity shortfall and a dispute with Mountain State Carbon, LLC, and a Severstal affiliate, that restricted the shipment of coke used in the steel production process. The Debtors estimated assets and debts in excess of $1 billion. As of the bankruptcy filing, the Debtors owe (i) $440 million, including $16.9 million in outstanding letters of credit, to senior lenders led by Wells Fargo Capital Finance, LLC, as administrative agent, (ii) $218.7 million to junior lenders, led by Cerberus Business Finance, LLC, as agent, (iii) $130.5 million on account of a subordinated promissory note issued by majority owner The Renco Group, Inc., and (iv) $100 million on a secured promissory note issued by Severstal. Judge Kevin J. Carey presides over the case. The Debtors are represented in the case by Robert J. Dehney, Esq., and Erin R. Fay, Esq., at Morris, Nichols, Arsht & Tunnell LLP, and Matthew A. Feldman, Esq., Shaunna D. Jones, Esq., Weston T. Eguchi, Esq., at Willkie Farr & Gallagher LLP, represent the Debtors. Conway MacKenzie, Inc., serves as the Debtors' financial advisor and The Seaport Group serves as lead investment banker. Donald MacKenzie of Conway MacKenzie, Inc., as CRO. Kurtzman Carson Consultants LLC is the claims and notice agent. Wells Fargo Capital Finance LLC, as Administrative Agent, is represented by Jonathan N. Helfat, Esq., and Daniel F. Fiorillo, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C.; and Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachuiski Stang Ziehi & Jones LLP. Renco Group is represented by lawyers at Cadwalader, Wickersham & Taft LLP. Kramer Levin Naftalis & Frankel LLP represents the Official Committee of Unsecured Creditors. Huron Consulting Services LLC serves as the Committee's financial advisor. The Debtor has sold off the principal plants. The sale of the Wheeling Corrugating division to Nucor Corp. brought in $7 million. That plant in Sparrows Point, Maryland, fetched the highest price, $72.5 million. CJ Betters Enterprises Inc. paid $16 million for the Ohio plant. RG Steel Sparrows Point LLC has received the green light to sell some of its assets to Siemens Industry, Inc., which include equipment and related spare parts, for $400,000. RIVER-BLUFF ENTERPRISES: No Creditors' Committee Appointed ---------------------------------------------------------- Gary W. Dryer, Assistant U.S. Trustee for Region 18, informed the U.S. Bankruptcy Court for the Eastern District of Washington that due to the lack of entities eligible to serve on the unsecured creditors' committee, the U.S. Trustee is not appointing an unsecured creditors' committee in the Chapter 11 case of River- Bluff Enterprises, Inc. River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014. The Ellensburg, Washington-based company estimated $10 million to $50 million in assets and liabilities. Metiner G Kimel, Esq., at Kimel Law Offices, in Yakima, Washington, serves as counsel. This is River-Bluff's second bankruptcy filing in less than two years. The company previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. RIVER-BLUFF ENTERPRISES: Bank Seeks Abandonment of Wash. Property ----------------------------------------------------------------- U.S. Bank N.A. asks the U.S. Bankruptcy Court for the Eastern District of Washington at Spokane, for an order terminating and annulling the automatic stay and abandonment with respect to River-Bluff Enterprises, Inc., the real property located at 100 E Jackson Ave. and 705 & 707 S Pine St., Ellensburg, Washington. The property, according to the Bank's counsel, John R. Knapp, Jr., Esq., at Miller Nash LLP, in Seattle, Washington, is subject to the deed of trust and UCC financing statement of the bank and has been under the control of Revitalization Partners, L.L.C., as general receiver for the property and the related business of the Debtor since Dec. 3, 2012. The Bank also asks the Court for an order excusing the Receiver from compliance with Section 543(a)-(c) of the Bankruptcy Code. Such relief, Mr. Knapp asserts, is in the interests of creditors, and the interests of equity security holders are to be disregarded where the Debtor is insolvent. The Bank relates that the property is to be sold under a purchase and sale agreement between the Receiver and Watermark Equity, LLC, which requires entry of a court order of approval by April 15, 2014, for a combined purchase price of $4.2 million. As of the Petition Date, the total payoff balance owing to the Bank was $5,332,792. The inability of the Receiver to manage the property and complete the sale will materially impair the operation and value of the property and the claim of the Bank. River-Bluff Enterprises, Inc., filed a Chapter 11 bankruptcy petition (Bankr. E.D. Wash. Case No. 14-00843) on March 11, 2014. The Ellensburg, Washington-based company estimated $10 million to $50 million in assets and liabilities. Metiner G Kimel, Esq., at Kimel Law Offices, in Yakima, Washington, serves as counsel. This is River-Bluff's second bankruptcy filing in less than two years. The company previously sought bankruptcy protection (Bankr. E.D. Cal. Case No. 12-92017) in Modesto, California, in July 2012. The case was dismissed in 2013. SCRUB ISLAND: UST Amends Unsecured Creditors' Committee ------------------------------------------------------- Guy G. Gebhardt, Acting United States Trustee for Region 21, has amended the membership of the Official Committee of Unsecured Creditors in the Chapter 11 cases of Scrub Island Development Group Ltd. and Scrub Island Construction Ltd. The members of the committee are: 1) Pablo L. Dardet P.O. Box 194925 San Juan, PR 00919-4925 Tel: (787) 306-2813 Email: pdardet@ableinsurancepr.com 2) Art Linares Scrub Island, LLC 242 Toby Hill Road Westbrook, CT 06498 Tel: (203) 627-0560 Email: Artlinares@aol.com 3) Anabel A. Rivera P.O. Box 5906 Caguas, PR 00726 Tel: (787) 370-4427 Email: Arivera@oscarcc.com 4) Chip Withers Withers Transportation Systems 10890 N.W. 29th St. Miami, FL 33172 Tel: (305) 702-7427 Email: Chip.withers@witherstrans.com 5) Oscar Juelle President Blue Water Traders LTD PMB 302, B5, Suite 216, Tabonuco Street Guaynabo, PR 0968-3029 Tel: (787)-781-1368 Ext. 230 Email: ojuelle@boraboranet.com The U.S. Trustee said each member separately indicated its willingness to serve on the committee and accepted the appointment. 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. SEQUENOM INC: CEO to Retire, William Welch to Assume Position ------------------------------------------------------------- Sequenom, Inc., said that Harry F. Hixson, Jr., Ph.D., will retire as chief executive officer (CEO), effective as of the Company's 2014 Annual Meeting on June 10, 2014. William J. Welch, the Company's current president and chief operating Officer, will assume the role of CEO, effective as of the Annual Meeting and immediately upon Dr. Hixson's retirement as CEO. "It has been a pleasure to lead such a talented and innovative team at Sequenom. I am extremely proud of the many accomplishments we have achieved together and I am confident that Bill, Dirk, Carolyn and the other members of our executive management team will continue to deliver on our short and long- term goals to achieve value for our shareholders, customers and patients around the world," Dr. Hixson said. Dr. Hixson will continue to serve as the Chairman of the Company's Board of Directors following his retirement and following his re- election to the Board of Directors by the Company's stockholders at the Annual Meeting. Dr. Hixson has served as Chairman since 2003 and as chief executive officer since September 2009. The Board of Directors will also nominate Mr. Welch for election to the Company's Board of Directors at the Annual Meeting. "I'm honored to lead the company as we look toward a very promising and exciting future," said Mr. Welch. "We thank Harry for his visionary leadership and many contributions to the company during his tenure and feel we have the right team in place, with Ms. Beaver, Dr. van den Boom and the rest of our outstanding leadership to address the challenges and opportunities ahead." Mr. Welch joined the Company in January 2011 as senior vice president, Diagnostics and was appointed president and chief operating officer in December 2012. Prior to joining Sequenom, Mr. Welch was a consultant to molecular diagnostic companies in the personalized medicine sector. Previously, Mr. Welch served as senior vice president and chief commercial officer at Monogram Biosciences. Before joining Monogram, Mr. Welch held progressive management roles at La Jolla Pharmaceuticals, Dade Behring MicroScan and Abbott Laboratories. Mr. Welch earned a B.S. with honors in chemical engineering from the University of California at Berkeley and received his M.B.A. from Harvard University. The Company also announced that Dirk van den Boom, Ph.D., will be promoted to chief scientific and strategy officer as of the Annual Meeting. Dr. van den Boom has recently served as Sequenom's executive vice president, research and development and chief scientific officer and previously served as the Company's senior vice president, research and development and chief technology officer. He joined Sequenom in 1998 at the Company's Hamburg office, subsequently serving in various management roles of increasing responsibility within the R&D department. "Dirk has continued to successfully drive key strategic initiatives to enrich and enhance the development of new technologies at Sequenom," said Dr. Hixson. "We are confident that he will successfully lead the R&D efforts to capitalize on our company's future growth opportunities and goals." Dr. van den Boom received his Ph.D. in Biochemistry/Molecular Biology from the University of Hamburg where he focused on various aspects of nucleic acid analysis with mass spectrometry. He has co-authored more than 50 scientific articles and is an inventor on 48 patents or patent applications. In addition, Paul V. Maier, chief financial officer (CFO) since 2009, will retire effective as of the Annual Meeting. Mr. Maier will serve as a consultant to the Company following his retirement. Carolyn D. Beaver, current vice president and chief accounting officer, will assume the role of CFO, effective as of the Annual Meeting and immediately upon Mr. Maier's retirement as CFO. "Paul joined us in October 2009 at a very challenging time in the company's history," said Dr. Hixson. "Sequenom remains ever grateful to him for his major contribution to restoring the company's credibility and balance sheet; contributions that have allowed us to emerge as the leader in the noninvasive prenatal genetic testing field. It has been a great pleasure to work with him and we wish him many enjoyable years of well-earned retirement." "I'm very pleased with how much Sequenom has grown, particularly in the last few years as we've built the Laboratories segment into a high growth business and positioned the Company to maintain its growth trajectory in molecular diagnostics," added Mr. Maier. "With her industry experience and track record, we are confident Ms. Beaver will provide the financial leadership to help move the Company toward its goal of achieving profitability." Ms. Beaver joined the Company as vice president and chief accounting officer in June 2012. Ms. Beaver was previously corporate vice president and controller of Beckman Coulter, Inc. and served as chief accounting officer in October 2005 until July 2011, following the acquisition of Beckman Coulter, Inc., by Danaher Corporation. She briefly served as interim Chief Financial Officer at the Company. Formerly, Ms. Beaver was an audit partner with KPMG LLP. She holds a B.S. in Business Administration, magna cum laude, from California State Polytechnic University, Pomona, California. About Sequenom Sequenom, Inc. (NASDAQ: SQNM) -- http://www.sequenom.com/-- is a life sciences company committed to improving healthcare through revolutionary genetic analysis solutions. Sequenom develops innovative technology, products and diagnostic tests that target and serve discovery and clinical research, and molecular diagnostics markets. The company was founded in 1994 and is headquartered in San Diego, California. Sequenom disclosed a net loss of $117.02 million in 2012, a net loss of $74.13 million in 2011 and a net loss of $120.84 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $164.82 million in total assets, $195.85 million in total liabilities and a $31.02 million total stockholders' deficit. SIMPLEXITY LLC: Has Interim Authority to Tap DIP Loans ------------------------------------------------------ Judge Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware gave interim authority for Simplexity, LLC, et al., to obtain postpetition financing from certain lenders from Adeptio Funding, LLC, provided that the maximum principal amount of the financing may not exceed $1,000,000, or with the prior written consent of the Lender and the Debtors, $1,100,000. The DIP Loan will accrue at 10% of the outstanding principal amount per annum, calculated as .2777% per day. The Court will conduct a final hearing on the motion on April 4, 2014, at 1:30 p.m. Objections to the motion must be filed on or before March 28. About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, LLP, in Wilmington, Delaware. SIMPLEXITY LLC: Former Workers Sue to Recover Unpaid Wages ---------------------------------------------------------- Kevin Williams, on behalf of himself and a class of 350 similarly- situated former employees, filed an adversary proceeding against Simplexity, LLC, alleging that they were not provided 60 days advance written notice of their terminations, as required by the Worker Adjustment and Retraining Notification Act. Mr. Williams and all similarly situated employees seek to recover 60 days wages and benefits from the Defendant. The Plaintiff asserts that his claim, as well as the claims of all similarly- situated employees, are entitled to administrative expense priority status pursuant to Section 503(b)(1)(A) of the Bankruptcy Code or wage priority status under Section 507(a)(4)(5). The Plaintiff and all similarly situated employees were paid their final wages late, then the Defendant reclaimed their wage amounts from their bank accounts, Mr. Williams told the U.S. Bankruptcy Court for the District of Delaware. The Plaintiff and all similarly situated employees seek to recover their wrongfully appropriated wages under the Wage Payment laws of Virginia and Maryland. The Plaintiff and the purported class are represented by Frederick B. Rosner, Esq.-- rosner@teamrosner.com -- and Julia Klein, Esq. - - klein@teamrosner.com -- at THE ROSNER LAW GROUP LLC, in Wilmington, Delaware; and Jack A. Raisner, Esq., and Rene S. Roupinian, Esq., at OUTTEN & GOLDEN LLP, in New York. About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at YOUNG, CONAWAY, STARGATT & TAYLOR, LLP, in Wilmington, Delaware. SOUNDVIEW ELITE: Trustee Hires Kinetic Partners as Consultant ------------------------------------------------------------- Corinne Ball, the Chapter 11 trustee of Soundview Elite Ltd. and its debtor-affiliates, seeks authorization from the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to employ Kinetic Partners US LLP as her financial consultant, nunc pro tunc to Feb. 13, 2014. Kinetic Partners will provide the Trustee with financial consulting services as the Trustee and Kinetic Partners deem appropriate and feasible to assist the Trustee in the course of the Chapter 11 Cases. Specifically, Kinetic Partners will render various services for the Trustee, including but not limited to, the following: Phase I (Months 1 through 2) (a) at the direction of the Trustee, develop an operating procedure and task list in conjunction with the Trustee's counsel and other advisors to ensure proper coordination of activities and efficiencies with respect to the Trustee's administration of the Chapter 11 Cases; (b) analyze the activities in various liquidation proceedings in the Grand Court (the "Cayman Proceedings") to advise the Trustee on how to proceed in the Chapter 11 Cases; (c) assist with the negotiation, drafting and implementation of an agreed cross-border protocol between the Cayman Proceedings and the Chapter 11 Cases for the effective and efficient administration of the Debtors' estates; (d) assist with the collection and if necessary reconstitution of the Debtors' books and records; (e) analyze information relevant to the Debtors from the FILB Chapter 11 Case obtained from the Trustee, her counsel and other advisors, to the extent necessary; (f) evaluate other offshore issues such as, among others, the JOLs' approach and involvement with Leverage, Arbitrage, Alpha and other offshore entities; (g) advise the Trustee regarding proofs of debt and claims filed by the Debtors and, if necessary, correct the same; (h) identify, locate and analyze the Debtors' assets, wherever they may be situated; (i) advise the Trustee, based on prior experience, of tasks that require attention and assist with such tasks as directed by the Trustee, her counsel and other advisors; (j) analyze the cogency and quantum of inter-estate claims including, but not limited to, claims between and among the Debtors, the FILB Trustee and other Cayman Proceedings; (k) advise on issues arising in connection with the FILB Chapter 11 Case and the plan proposed in that case; (l) advise on other matters related to the Chapter 11 Cases including, but not limited to, whether a chapter 11 proceeding should be initiated for other related or controlled entities; and (m) perform such other services, as requested by the Trustee and agreed to by Kinetic Partners, that are not duplicative of work the Trustee's counsel and other advisors are performing for the Debtors. Phase II (Months 2 through 4) (a) complete any incomplete or in process tasks from Phase I, as directed by the Trustee or her counsel and agreed to by Kinetic Partners; (b) advise the Trustee, her counsel and other advisors regarding interviews of witnesses; (c) participate in discussions, analysis and negotiations among the various parties to the Chapter 11 Cases and the Cayman Proceedings regarding, among other things, the Debtors' assets, net asset value calculations and potential claims and defenses regarding claims the Trustee may wish to assert in either the Chapter 11 Cases or the Cayman Proceedings; and (d) perform such other services, as requested by the Trustee and agreed to by Kinetic Partners, that are not duplicative of work the Trustee's counsel and other advisors are performing for the Debtors. Subject to the Court's approval, the Trustee will compensate Kinetic Partners in accordance with the terms and conditions of the Engagement Letter, which provides in relevant part for the following compensation structure: (a) Kinetic Partners will be compensated for its services on an hourly basis at Kinetic Partners' normal hourly rates as set forth below, provided, however, that Kinetic Partners will limit its fees charged until and including Mar. 31, 2014 to $475,000, and after Mar. 31, 2014, Kinetic Partners will discount its hourly rates by 10% as set forth below. These rates are subject to annual review. Position Hourly Rate Discounted Rate Member $600-$750 $540-$675 Director $500-$650 $450-$585 Associate Director $300-$495 $270-$445.50 Associate $225-$300 $202.50-$270 Administrator $100-$150 $90-$135 (b) The payment of fees and expenses shall not be contingent on any of the analysis or on the outcome of any litigation or other dispute; and (c) In addition to the fees, Kinetic Partners will charge appropriate out-of-pocket expenses, including travel and accommodation, and a general charge to cover general expenses such as postage, stationery, photocopying, telephone and fax costs that cannot economically be recorded in respect of each specific case. Accordingly, Kinetic Partners will charge for such expenses at the rate of $5 per chargeable hour incurred. Geoffrey Varga, member of Kinetic Partners, 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. Kinetic Partners can be reached at: Geoffrey Varga KINETIC PARTNERS US LLP 675 Third Avenue, 21st Floor New York, NY 10017 Tel: (212) 661-2200 Fax: (646) 867-7879 About Soundview Elite Six mutual funds originally created by Citco Group of Cos., including Soundview Elite Ltd., filed petitions for Chapter 11 protection on Sept. 24, 2013, in Manhattan to avoid undergoing bankruptcy liquidation in the Cayman Islands, where they are incorporated. The funds are Soundview Elite (Bankr. S.D.N.Y. Case No. 13-13098) Soundview Premium, Ltd. (Case No. 13-13099); Soundview Star Ltd. (Case No. 13-13101); Elite Designated (Case No. 13-13102); Premium Designated (Case No. 13-13103); and Star Designated (Case No. 13-13104). The petitions were signed by Floyd Saunders as corporate secretary. By order dated Oct. 16, 2013, the Court directed that the Debtors' bankruptcy cases be procedurally consolidated and jointly administered. SoundView Elite Ltd. and two similarly named funds were the target of a winding-up petitions in the Cayman Islands filed in August by Citco, which had sold its interest in the funds' manager years before. An investor, who was removed from the funds' board in June, filed a different winding-up petition in August, aimed at three funds created later to hold illiquid assets. Soundview Elite estimated assets and debts of at least $10 million. The funds said in a court filing their total cash assets of about $20 million are held in the U.S., where the funds are managed. Court papers list the funds' total assets as $52.8 million, against debt totaling $28 million. Judge Robert E. Gerber presides over the U.S. cases. Warren J. Martin, Jr., Esq., Mark J. Politan, Esq., Terri Jane Freedman, Esq., and Rachel A. Segall, Esq., at Porzio, Bromberg & Newman, PC, serve as the Debtors' counsel. CohnReznick LLP serves as financial advisor. Peter Anderson and Matthew Wright, as Joint Official Liquidators of the Debtors, are represented in the U.S. proceedings by John A. Pintarelli, Esq., James J. Beha, II, Esq., William H. Hildbold, Esq., at Morrison & Foerster LLP. The U.S. Trustee solicited for the formation of an official committee of unsecured creditors, but to date one has not been formed. ST. FRANCIS' HOSPITAL: Wins Approval of Disclosure Statement ------------------------------------------------------------ St. Francis' Hospital, Poughkeepsie, New York, obtained approval of the disclosure statement, as amended, explaining its Chapter 11 plan and to begin soliciting plan votes. The Debtors will complete the mailing of solicitation packages by no later than March 26, 2014. The Debtor filed a FIRST AMENDED DISCLOSURE STATEMENT FOR DEBTORS' FIRST AMENDED PLAN UNDER CHAPTER 11 OF THE BANKRUPTCY CODE DATED MARCH 19, 2014. The Plan provides for the implementation of the sale to Westchester Medical Center, for the liquidation of all of the Debtors' assets, for making distributions to creditors, and for the cessation of the Debtors' businesses. As reported by the Troubled Company Reporter, St. Francis' Hospital in February obtained formal approval from the Bankruptcy Court to sell its 333-bed acute-care facility to Westchester. The Debtors had intended to sell their operations in a deal valued at $24.2 million to Health Quest Systems Inc., absent higher and better offers. The Debtors cancelled an auction scheduled for Feb. 13, 2014, and told the Court that terms of the WMC asset purchase agreement are substantially and materially better than those provided for in the stalking horse APA for all parties-in- interest. Under the WMC APA, Westchester will assume certain liabilities, plus pay $3,500,000 in cash at closing to cover the break-up fee of $1,000,000 and Administrative Costs of $2,500,000. The WMC APA also provides for the exchange of bonds in the amount of $27,352,000 at 5.00%. Upon the closing of the deal with WMC, Health Quest will have an allowed administrative expense claim entitled to priority under Sections 503(b)(1) and 507(a)(1) of the Bankruptcy Code for $1 million, representing the aggregate total amount of the Break- Up Fee and Expense Reimbursement that was approved by the Court. Upon closing, the Debtors agreed to pay to Health Quest by wire transfer of immediately available funds $1 million, in full satisfaction and release of the Allowed Administrative Expense Claim and any claims Health Quest may have against the Debtors' estates in connection with the APA and the sale process, and Health Quest will have no other claims or recourse against the Debtors' estates relating to the sale process or the APA. A copy of the Sale Order is available at: http://bankrupt.com/misc/STFRANCISHOSPITAL_SaleOrder.pdf William K. Harrington, the United States Trustee for Region 2, objected to the approval of the original Disclosure Statement, saying it does not provide adequate information concerning the Plan, as required by Section 1125 of the Bankruptcy Code, particularly regarding the legal and factual justification for the proposed non-debtor third-party releases, exculpation provisions, limitations of liability and injunction. Absent amendment of the Disclosure Statement and the Plan, the Disclosure Statement fails to meet the requirements of Section 1125, and should be rejected. A copy of the U.S. Trustee's objection is available at: http://bankrupt.com/misc/STFRANCIS_469_USTDSobjection.pdf Pursuant to the Court's order, the Debtors must publish the Confirmation Hearing Notice (in a format modified for publication) in USA Today and the Poughkeepsie Journal no later than April 1, 2014, to provide notification to those entities who may not receive notice by mail. To be counted as a vote to accept or reject the Plan, all Ballots must be properly executed, completed, and delivered (i) by first- class mail, in the return envelope provided with each Ballot, to BMC Group Inc., Attn: St. Francis' Hospital Ballot Processing, P.O. Box 3020, Chanhassen, MN 55317-3020 (ii) or by overnight courier, or by hand delivery to BMC Group Inc., Attn: St. Francis' Hospital Ballot Processing, 18675 Lake Drive East, Chanhassen, MN 55317 so as to be actually received by no later than 4:00 p.m. (Eastern Time) on April 23, 2014. The hearing on Confirmation of the Plan will be held at 11:00 a.m. (Eastern Time) on April 30, 2014; provided, however, that the Confirmation Hearing may be adjourned or continued from time to time by the Court or the Debtors without further notice other than adjournments announced in open Court or as indicated in any notice of agenda of matters scheduled for hearing filed by the Debtors with the Court. Objections or responses to confirmation of the Plan, if any, must (a) be in writing; (b) conform to the Bankruptcy Rules and the Local Rules for the United States Bankruptcy Court for the Southern District of New York; (c) set forth the name and address of the objecting party and the amount and nature of the claim or interest of such party; and (d) state the basis for the objection, and the specific grounds therefor. All objections and responses must be served, so as to be received no later than April 23, 2014 at 4:00 p.m. (Eastern Time), upon (i) bankruptcy counsel to the Debtors, Nixon Peabody LLP, 900 Elm Street Manchester, New Hampshire 03101, Attn: Daniel W. Sklar, Esq. and Nixon Peabody LLP, 437 Madison Avenue, New York, New York 10022, Attn: Christopher Desiderio, Esq.; (ii) counsel to the Committee, Alston & Bird LLP, 90 Park Avenue, New York, NY 10016, Attn: Martin G. Bunin and Craig Freeman; (iii) counsel to MidCap Financial LLC, Waller Lansden Dortch & Davis, LLP, 511 Union Street, Suite 2700, Nashville, TN 37219-8966, Attn: Katie G. Stenberg; (v) counsel to the Bond Trustee, Mintz Levin Cohn Ferris Glovsky and Popeo, P.C., One Financial Center, Boston, Massachusetts 02111, Attn: Daniel S. Bleck; and (vi) counsel to WMC, Farrell Fritz P.C., 1320 RXR Plaza, Uniondale, NY 11556-1320, Attn: Ted. A. Berkowitz and Kristina M. Wesch. The Debtors' reply, if any, to any timely filed objections shall be April 28, 2014 at 4:00 p.m. (Eastern Time). A copy of the Order approving the Disclosure Statement, as well as a copy of the First Amended Disclosure Statement for Debtors' First Amended Plan Under Chapter 11 of the Bankruptcy Code Dated March 19, 2014, is available at: http://bankrupt.com/misc/STFRANCIS_DisclosureStatementOrder.PDF About St. Francis' Hospital St. Francis' Hospital, Poughkeepsie, New York, and four affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Lead Case No. 13-37725) on Dec. 17, 2013. The case is assigned to Judge Cecelia G. Morris. The Debtors are represented by Christopher M. Desiderio, Esq., Daniel W. Sklar, Esq., and Lee Harrington, Esq., at Nixon Peabody LLP, in New York. Their financial adviser is CohnReznick Advisory Group; and the investment banker is Deloitte Corporate Finance LLC. BMC Group is the claims and notice agent. The U.S. Trustee has appointed a five-member official committee of unsecured creditors. The Creditors' Committee tapped Alston & Bird LLP as counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC, as financial advisor. On Jan. 30, 2014, Barry Bliss of Gibbons, P.C., was named as patient care ombudsman in the Debtors' cases. SURVEYMONKEY INC: Moody's Affirms 'B2' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed the existing ratings of SurveyMonkey Inc. including the B2 Corporate Family Rating (CFR) and the B2 facility ratings on the existing revolver and Term Loan B. The rating outlook remains stable. The company has announced plans to expand employee headcount to grow its Enterprise and Audience businesses. These plans will reduce EBITDA over the next year and will raise debt to EBITDA ratios above Moody's expectation when the debt transaction was launched in January 2013. However, Moody's believe that these investments are success based and should lead to further revenue and EBITDA growth in 2015 and beyond. If the investments are not successful, Moody's believe that expansion plan costs could be reduced or eliminated which would lead to improved EBITDA and debt leverage. Moody's expect the new investment costs to increase leverage over 7x (including Moody's standard adjustments) by the end of 2014, before declining to about the 6x level by the end of 2015. Issuer: SurveyMonkey Inc. Corporate Family Rating, Affirmed B2 Probability of Default Rating, Affirmed B3-PD New $315 million Term loan B due 2019, Affirmed B2 (LGD 3, 33% changed from LGD 3, 34%) New $50 million Revolver due 2018, Affirmed B2 (LGD 3, 33% changed from LGD 3, 34%) Outlook, Remains Stable Ratings Rationale SurveyMonkey's B2 CFR reflects the company's high financial leverage, relatively small size, and concentration in a segment of the web based survey market. The rating also reflects near term investments that will reduce EBITDA and increase debt leverage to over 7x (including Moody's standard adjustments), the risk of competition from numerous smaller competitors, and the potential for new technologies or product offerings that could disrupt its business model. Technology risk to the credit is magnified by the lack of product diversification. Substantial support for the ratings comes from the company's high growth rates over the past several years and high EBITDA margins of approximately 45%, although margins are expected to decline to below 40% as the company increases hiring to staff new growth initiatives. Free cash flow is good and is expected to be in the high single digits as a % of debt in 2014, although the majority of cash flow is expected to be generated internationally. While the Do-It-Yourself (DIY) survey market segment the company competes in is modest in size with a vast number of small competitors, SurveyMonkey has a very strong position and Moody's believes it would be difficult for an existing competitor to take material market share from the company. Moody's financial leverage using GAAP reported financials is 6.5x as of Q4 2013 (including Moody's standard adjustments). If leverage were calculated utilizing cash EBITDA, which includes the change in deferred revenue as income and is used by the company, (but including stock compensation expense) total debt to EBITDA would be 5.6x. SurveyMonkey is expected to have good liquidity given the company's $50 million revolver and cash balance of over $60 million (as of Q4 2013) although the majority of its cash is expected to be held at its international operations. The company also benefits from strong free cash flows that are expected to be in the high single digits in 2014. However, a significant amount is earned in its international markets and would be subject to repatriation taxes if brought back to the United States. The credit agreement includes an Excess Cash Flow sweep of 50% of the cash flow (as defined) generated by only the domestic subsidiary when the leverage ratio is between 4x and 3.25x. Given that the cash flow sweep only pertains to US based cash flow, Moody's expect minimal debt repayment in the near term. Moody's anticipate the cash balance will be used for modest size acquisitions or potential employee share repurchase offers. Moody's don't expect the international cash balances to be repatriated unless it's necessary given the tax implications. The credit agreement includes a maximum leverage ratio covenant that decreased to 4.75x in Q4 2013 and declines further over the next several quarters to 3.75x starting in Q4 2014. The leverage ratio as calculated in the compliance statement is 3.72x as of Q4 2013. An interest coverage test of 2.75x in Q4 2013 increases to 5x by the end of Q1 2016. The interest coverage ratio is 4.35x as of Q4 2013. In addition, the company has the ability to incur incremental term loans up to the greater of $50 million or an amount so that leverage would be no greater than 3.75x as defined in the credit agreement. As EBITDA will be impacted by the additional hiring planned by the company to grow the business in future years, Moody's believe that a modification to the covenant levels may be needed. However, Moody's anticipate that the company would be able to execute an amendment to its covenants. The stable rating outlook reflects Moody's expectation that revenue will grow in the low to mid double digits over the next year given the strong market position in its operating segment. Declining margins this year due to growth investments and minimal debt repayments should lead to higher leverage levels that position the company weakly at the existing rating level. Moody's expect leverage will moderate in 2015 to about the 6x range which would better position the company at the current rating level. Given the company's expected increase in leverage as part of its expansion efforts, an upgrade is not anticipated in the next year. SurveyMonkey's small size, narrow product focus and technology risks also limit upward rating pressure. However, positive rating pressure could develop if the company achieves materially stronger credit metrics including sustained leverage at less than 4.5x (on a GAAP reported basis and reflecting Moody's adjustments). A stable market position, growing revenues, high EBITDA margins and good free cash flow would also be required. A downgrade would occur if leverage does not decline below 6.75x by the end of 2015 due to difficulties achieving its investment plans, overall weak operating performance, lost market share, technological disruptions, debt funded acquisitions, or from debt funded stock repurchases or dividends. Failure to maintain an adequate level of cushion to its covenants given the expansion plans would likely lead to a downgrade. A weakened liquidity position could also lead to negative rating pressure. The principal methodology used in this rating was the 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. SurveyMonkey Inc. is privately owned online survey company that was founded in 1999. THERAPEUTICSMD INC: Reports $28.4 Million 2013 Net Loss ------------------------------------------------------- TherapeuticsMD, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $28.41 million on $8.77 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $35.12 million on $3.81 million of net revenues for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $62.01 million in total assets, $7.31 million in total liabilities and $54.69 million in total stockholders' equity. "Our independent registered public accounting firm, in its audit reports related to our financial statements for the years ended December 31, 2012 and 2011, expressed substantial doubt about our ability to continue as a going concern. As a result of our continued losses, our independent registered public accounting firm has included an explanatory paragraph in its reports on our financial statements for the years ended December 31, 2012 and 2011, expressing substantial doubt as to our ability to continue as a going concern. The inclusion of a going concern explanatory paragraph in the report of our independent registered public accounting firm may make it more difficult for us to secure additional financing or enter into strategic relationships on terms acceptable to us, if at all, and may materially and adversely affect the terms of any financing that we might obtain," the Company said in the Annual Report. In the auditors' report accompanying the consolidated financial statements for the year ended Dec. 31, 2012, Rosenberg Rich Baker Berman & Company, in Somerset, New Jersey, expressed substantial doubt about TherapeuticsMD's ability to continue as a going concern, citing the Company's loss from operations of approximately $16 million and negative cash flow from operations of approximately $13 million. A copy of the Form 10-K is available for free at: http://is.gd/T8n2z5 About TherapeuticsMD Boca Raton, Florida-based TherapeuticsMD, Inc. (OTC QB: TXMD) is a women's healthcare product company focused on creating and commercializing products targeted exclusively for women. The Company currently manufactures and distributes branded and generic prescription prenatal vitamins as well as over-the-counter vitamins and cosmetics. The Company is currently focused on conducting the clinical trials necessary for regulatory approval and commercialization of advanced hormone therapy pharmaceutical products designed to alleviate the symptoms of and reduce the health risks resulting from menopause-related hormone deficiencies. TK SERVICES: Case Summary and 20 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: TK Services Inc. 1000 Bernard St Alexandria, VA 22314 Case No.: 14-11062 Chapter 11 Petition Date: March 23, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Alexandria) Judge: Hon. Brian F. Kenney Debtor's Counsel: Christopher S. Moffitt, Esq. LAW OFFICES OF CHRISTOPHER S. MOFFITT 218 North Lee Street, 3rd Floor Alexandria, VA 22314 Tel: (703) 683-0075 Fax: 703-229-0566 Email: moffittlawoffices@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joseph E. Kim, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/vaeb-14-11062.pdf TRENTON TITANS: Folds Into Chapter 7 Liquidation ------------------------------------------------ Stephanie Gleason, writing for The Wall Street Journal, reported that the Trenton Titans, the Philadelphia Flyers' minor league affiliate, is winding down in Chapter 7 bankruptcy after canceling its 2014 season. According to the report, the team -- which filed for bankruptcy on March 11 with the U.S. Bankruptcy Court in Trenton, N.J., as Blue Line Sports LLC -- claimed no assets and nearly $500,000 in debts in court documents. A Chapter 7 filing usually indicates a company's intent to liquidate, as opposed to Chapter 11, which often means the company plans to continue operations and restructure its debt. Not included in that debt load is the amount the Titans may owe to its head coach, Vince Williams, the report said. Mr. Williams is suing the team in New Jersey Superior court for breach of employment contract. The Titans listed this liability as disputed with an "unknown" amount. Other large creditors include the Philadelphia Flyers, owed $70,000 in trade debt; the New Jersey Devils, owed $12,000 in "player transactions;" Front Row Marketing, owed more than $123,000 for alleged breach of marketing contract; and an apartment complex called Franklin Commons, owed $58,200 in housing expenses, the report related. On the list are also a slew of season ticket holders, which likely had already purchased tickets for the upcoming season, the report further related. Those debts range from a few hundred dollars to nearly $2,550. Finally, the Titans list a number of medical professionals -- including a dentist, neurologist and orthopedist? as creditors owed for services. TRANSGENOMIC INC: Inks $7-Mil. Conv. Preferred Stock Financing -------------------------------------------------------------- Transgenomic, Inc., has entered into an agreement with affiliates of Third Security, LLC, a life sciences investment firm, to sell to them 1.44 million Series B convertible preferred shares at a price of $4.85 per share for gross proceeds of $7 million. Subject to certain restrictions, the preferred shares are convertible into common shares of Transgenomic on a 1-to-1 basis. Proceeds from the investment will be used to help fund Transgenomic's working capital requirements and for general corporate purposes. The investment provides the Company with substantial capital to continue building its presence as a leading personalized medicine company. "We are pleased that such a highly regarded investor, and an existing shareholder, committed to provide the full amount of funds that we sought," said Paul Kinnon, president and chief executive officer of Transgenomic. "Third Security recognizes the value proposition that Transgenomic represents and we appreciate this opportunity to further our relationship with them. We are entering an important phase in the strategic transformation of the Company, and this transaction provides us with the necessary capital to drive toward profitability. We can now focus on commercializing key assets, especially the ICE COLD-PCR technology, while also improving our competitive position in the molecular diagnostics marketplace." Additional information is available for free at: http://is.gd/zepb9i About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. Transgenomic incurred a net loss of $8.32 million in 2012, a net loss of $9.78 million in 2011 and a net loss of $3.13 million in 2010. The Company's balance sheet at Sept. 30, 2013, showed $33.18 million in total assets, $17.78 million in total liabilities and $15.39 million in total stockholders' equity. As reported by the TCR on Feb. 13, 2013, Transgenomic entered into a forbearance agreement with Dogwood Pharmaceuticals, Inc., a wholly owned subsidiary of Forest Laboratories, Inc., and successor-in-interest to PGxHealth, LLC, with an effective date of Dec. 31, 2012. TRIDENT RESOURCES: S&P Revises Outlook & Cuts Rating to 'CCC+' -------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Calgary, Alta.-based exploration and production (E&P) company Trident Resources Corp. to stable from negative. At the same time, Standard & Poor's affirmed its 'CCC+' long-term corporate credit rating on the company. In addition, Standard & Poor's lowered its issue-level rating on Trident's unsecured notes to 'CCC+' from 'B-' and revised its recovery rating on the notes downward to '3' from '2'. A '3' recovery rating indicates S&P's expectation of meaningful (50%- 70%) recovery in a default scenario. "The outlook revision reflects our expectation that the recent financing of Trident's two secured debt facilities totaling C$180 million and its approximately C$105 million planned asset sale, expected to close in April 2014, have improved the company's liquidity and provided increased cushion under the new covenants," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. The company used the proceeds of the US$130 million second lien to repay borrowings under the previous revolver and to add C$30 million of cash to the balance sheet. The ratings on Trident reflect Standard & Poor's view of the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile. Trident is a small E&P company with most of its coal bed methane (CBM) production from Alberta. In our view, its vulnerable business risk profile reflects operations in the E&P industry and its narrow asset base, which is entirely exposed to natural gas. The company's cash flow is exposed to the highly volatile and capital-intensive oil and gas E&P industry. S&P views Trident's narrow asset base as a credit weakness -- the company's reserves consist exclusively of two CBM plays -- the dry Horseshoe Canyon and the wet Mannville play in Alberta (which requires draining of produced water leading to higher operating expenditures). The stable outlook reflects Standard & Poor's expectation that Trident will continue to maintain enough liquidity to fund its interest payments and maintenance capex to keep production level stable through mid-2015. S&P believes the company will generate sufficient EBITDA to pay its annual cash interest, and will fund the capex program through cash and revolver borrowings. Trident's exposure to natural gas and its highly leveraged balance sheet will continue to constrain the company's overall credit profile. If S&P expects Trident's liquidity position to deteriorate to "less than adequate," whereby its total liquidity sources represent less than 1x of total anticipated uses of liquidity, S&P could lower the ratings. This could occur if S&P revises downward its assumption of the company's production or commodity prices for the next 18 months; this would pressure internally generated cash flow such that Trident uses up liquidity quicker than expected. S&P do not believe Trident's current production size at its price assumptions will generate sufficient internal cash flow to finance the company's growth internally. S&P believes that without a material transformative transaction, which it don't expect in the next 12 months, a positive rating action is highly unlikely. TXU CORP: 2014 Bank Debt Trades at 31% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp. is a borrower traded in the secondary market at 69.42 cents-on-the- dollar during the week ended Friday, March 21, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.97 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. TXU CORP: 2017 Bank Debt Trades at 29% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp. is a borrower traded in the secondary market at 70.65 cents-on-the- dollar during the week ended Friday, March 21, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.80 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. VECTOR GROUP: Moody's Affirms B2 CFR & Ba3 Senior Secured Rating ---------------------------------------------------------------- Moody's Investors Services affirmed Vector Group Ltd.'s ratings, including its Ba3 rating on senior secured notes, its B2 Corporate Family Rating, and its B2-PD Probability of Default Rating. The outlook is stable. The affirmation follows Vector's issuance of $225 million (or up to $258.75 million assuming the exercise of the full amount of the over-allotment option) convertible senior notes. Proceeds of the offering are expected to be used for general corporate purposes, including investments in Vector's real estate subsidiary, New Valley LLC, and in its tobacco business. "Though the issuance will increase Vector's leverage, Moody's expect that this will be partially offset by the conversion of its 6.75% convertible notes due November 2014," said Moody's Vice President and Senior Analyst, Nancy Meadows. The company's Speculative Grade Liquidity Rating of SGL-2 was also affirmed, as the offering will enhance company's liquidity position by increasing cash balances from approximately $235 million to more than $415 million. The following ratings of Vector were affirmed: Corporate Family Rating at B2; Probability of Default Rating at B2-PD; $450 million senior secured notes due 2021 at Ba3 (LGD2, 27%) Speculative Grade Liquidity Rating at SGL-2 The outlook is stable. Ratings Rationale Vector's B2 Corporate Family Rating ("CFR") reflects its relatively small scale and limited pricing flexibility as a deep discount manufacturer in the highly regulated and declining domestic cigarette industry. The ratings are also constrained by Vector's negative free cash flow and the ongoing threat of adverse tobacco litigation. Vector's ratings are supported by its sustainable Master Settlement Agreement cost advantage, its track record of gaining share in the retail distribution channel, reduced litigation risk following the Engle progeny settlement and good profitability metrics. Vector's real estate investments are conservatively managed and provide an additional -- albeit potentially volatile -- source of earnings diversification and cash flow with modest capital requirements. The company's increasing reliance on payments from its various nonguarantor and unrestricted real estate investments is a growing risk given the high leverage at the holding company to fund real estate investments. Vector's rating is also supported by a good liquidity profile but is highly reliant on maintaining significant cash balances to offset its very high dividend payments, annual MSA payments and negative free cash flow of the consolidated entity. The stable outlook reflects Moody's expectation that despite the holding company's relatively high leverage, the company will generate strong cash flow from operations and from investments, maintain high cash balances, and continue to prudently manage its real estate portfolio. To upgrade Vector's ratings, litigation risk would need to diminish and the company's profitability and credit metrics would need to improve with no adverse impact on volume growth and/or market share. An upgrade would also require EBITA margins to be sustained above 30%, debt-to- EBITDA to remain below 4.0 times, and sustained positive free cash flow after dividends. Any unexpected material increase in litigation risk or decline in free cash flow could result in a ratings downgrade. Vector's ratings could also be downgraded if pricing flexibility trends, anti-tobacco legislation or growth prospects for the discount cigarette industry are adversely impacted. Specifically, if EBITA margins fall below 20% or debt-to-EBITDA rises and is sustained above 5.0 times, ratings could be downgraded. Vector Group Ltd. ("VGR") is a holding company with subsidiaries engaged in domestic cigarettes manufacturing, real estate development and brokerage. Vector's revenues during the twelve months ended December 31, 2013 were approximately $599 million (net of excise taxes of $457 million). Rating Rationale The principal methodology used in this rating was the Global Tobacco Rating Methodology published in November 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. VELATEL GLOBAL: Xin Hua Acknowledges Receipt Loan Payment --------------------------------------------------------- Xin Hua delivered to Velatel Global Communications, Inc., a deed of release which acknowledged (i) payment in full of the remaining balance due under the Xin Hua Loan Agreement, (ii) release of the shares and other collateral under the share charge, and (iii) termination of the option deed. VelaTel Global previously disclosed various agreements related to its acquisition of 100 percent of the common stock of China Motion Telecom (HK), Ltd. In November, 2012, the Company entered into a stock purchase agreement to acquire 100 percent of the Shares of CMMobile from China Motion Holdings and others. Following various amendments and extensions, the SPA closed on March 1, 2013. In July 2013, the Company filed an arbitration against Sellers alleging breach of the SPA. In August 2013, the Company entered into a loan agreement with AQC, LLC, pursuant to which AQC provided the proceeds of an installment payment of US$600,000 then due to Sellers pursuant to the SPA. In October 2013, the Company entered into a settlement agreement with Sellers and a Loan Agreement, Share Pledge and Option Deed with Xin Hua, pursuant to which Xin Hua provided the proceeds to pay of the remaining balance of the purchase price payable to Sellers pursuant to the SPA. In December 2013, the Company entered into an Amended Loan Agreement with AQC, pursuant to which AQC provided the proceeds of an installment payment of HK$9,791,000 [US$1,265,000] then due to Xin Hua pursuant to the Xin Hua Loan Agreement. The proceeds paid to Xin Hua on various dates in late-February 2014 to secure the Deed of Release were comprised of US$918,000 advanced by AQC, which AQC advanced pursuant to a preliminary agreement to enter into the promissory note and related agreements and US$1,500,000 advanced by Tai Chun-ya pursuant to a Loan Agreement between Tai Chun-ya and Gulfstream. A copy of the Form 8-K is available for free at: http://is.gd/fqCxsE About VelaTel Global VelaTel acquires spectrum assets through acquisition or joint venture relationships, and provides capital, engineering, architectural and construction services related to the build-out of wireless broadband telecommunications networks, which it then operates by offering services attractive to residential, enterprise and government subscribers. VelaTel currently focuses on emerging markets where internet penetration rate is low relative to the capacity of incumbent operators to provide comparable cutting edge services, or where the entry cost to acquire spectrum is low relative to projected subscribers. VelaTel currently has project operations in People's Republic of China, Croatia, Montenegro and Peru. Additional target markets include countries in Latin America, the Caribbean, Southeast Asia and Eastern Europe. VelaTel's administrative headquarters are in Carlsbad, California. See http://www.velatel.com/ Velatel Global incurred a net loss of $45.60 million on $1.87 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $21.79 million on $0 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $2.56 million in total assets, $51.68 million in total liabilities and a $49.12 million total deficiency. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. The Company has incurred a net loss of $45,601,292 for the year ended Dec. 31, 2012, cumulative losses of $298,347,524 since inception, a negative working capital of $34,972,850 and a stockholders' deficiency of $36,566,868. These factors raise substantial doubt as to the Company's ability to continue as a going concern. VERMILLION INC: Reports $1.8 Million Fourth Quarter Net Loss ------------------------------------------------------------ Vermillion, Inc., reported a net loss of $1.81 million on $1.58 million of total revenue for the three months ended Dec. 31, 2013, as compared with a net loss of $1.37 million on $1.14 million of total revenue for the same period during the prior year. For the year ended Dec. 31, 2013, the Company reported a net loss of $8.81 million on $2.56 million of total revenue as compared with a net loss of $7.14 million on $2.09 million of total revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $30.64 million in total assets, $3.87 million in total liabilities and $26.76 million in total stockholders' equity. "Our revenue growth in 2013 demonstrates the value of Vermillion's increased efforts in directly promoting the use of OVA1 in the U.S. market," said Thomas McLain, Vermillion's president and CEO. "With the knowledge and experience gained during the year, we plan to significantly expand our sales efforts in 2014. While we will continue to partner with Quest Diagnostics to make OVA1 available in the U.S., we expect that our direct efforts will lead to a higher volume of tests and increased revenue per test. We plan to apply the proceeds from the warrant exercise in December to support this expanded direct commercialization effort, as well as advance our next-generation ovarian cancer diagnostic." A copy of the press release is available for free at: http://is.gd/d2gQje About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 on March 30, 2009 (Bankr. D. Del. Case No. 09-11091). Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. BDO USA, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit, all of which raise substantial doubt about the Company's ability to continue as a going concern. VICTOR OOLITIC: Judge Approves April 14 Auction for Assets ---------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware approved the bidding procedures governing the sale of substantially all of the assets of Victor Oolitic Stone Company, d/b/a Indiana Limestone Co., et al., to Indiana Commercial Finance, LLC, subject to higher and better offers. ICF will serve as the stalking horse bidder with a credit bid of $26 million. All initial bids, which are due April 11, 2014, must provide for an initial overbid of $250,000. If Qualified Bids are received, an auction will take place on April 14, at 1:00 p.m. (prevailing Eastern Time) at the offices of McDonald Hopkins, LLC, in Cleveland, Ohio. The sale hearing is scheduled to be held on April 16, at 1:00 p.m. The Court also approved the expense reimbursement in the amount of $780,000 to be paid to the stalking horse bidder in the event of a sale of the assets to another bidder. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. Victor Oolitic estimated $50 million to $100 million in assets and liabilities. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Has Final Authority to Tap $3.5MM in DIP Loans -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave final authority for Victor Oolitic Stone Company, et al., to obtain secured postpetition financing up to an aggregate principal amount not to exceed $3,500,000, from Indiana Commercial Finance, LLC. The Lender agreed to make any postpetition financing available to the Debtors and allowed the use of cash collateral until April 30, 2014. Under the DIP Agreements, the Debtors are required to have closed the sale of substantially all of their assets on or before May 1. A full-text copy of the Final DIP Order with Budget is available at http://bankrupt.com/misc/VICTOROOLITICdipord0313.pdf About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. Victor Oolitic estimated $50 million to $100 million in assets and liabilities. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VITRO SAB: Credit Agricole Asks Court to Enforce Judgment --------------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that a unit of Credit Agricole SA, France's third-largest bank, asked that a judgment of more than $90 million be enforced against a unit of Mexico's largest glassmaker, Vitro SAB. According to the report, Credit Agricole Corporate and Investment Bank filed a "special turnover proceeding" on March 7 in New York State Supreme Court against Vitro Envases Norteamerica SA, or VENA, claiming the Vitro unit failed to pay a judgment resulting from the settlement of a prior lawsuit which it says is "not in dispute." The bank said the Vitro unit confessed to owing the obligation under the settlement stemming from a lawsuit after VENA defaulted on a natural gas derivative contract with Credit Agricole, the report related. VENA was an intermediate holding company unit of Vitro that owned virtually all the equity in the glassmaker's operating subsidiaries, the report further related, citing the court filing. As part of a restructuring in Mexico, the valuable assets of VENA were transferred to another company owned by Vitro in what the bank claims is a fraudulent transfer, because VENA didn't receive equivalent value in the transaction. Vitro and other related companies "stripped VENA of its assets, and fraudulently transferred them and/or their value to themselves," the bank argued in court papers, Bloomberg added. The bank is asking that Vitro and the other parties involved in the "complicated corporate shell game" that led to VENA's insolvency and inability to pay the judgment be forced to satisfy the award. About Vitro SAB Headquartered in Monterrey, Mexico, Vitro, S.A.B. de C.V. (BMV: VITROA; NYSE: VTO), through its two subsidiaries, Vitro Envases Norteamerica, SA de C.V. and Vimexico, S.A. de C.V., is a global glass producer, serving the construction and automotive glass markets and glass containers needs of the food, beverage, wine, liquor, cosmetics and pharmaceutical industries. Vitro is the largest manufacturer of glass containers and flat glass in Mexico, with consolidated net sales in 2009 of MXN23,991 million (US$1.837 billion). Vitro defaulted on its debt in 2009, and sought to restructure around US$1.5 billion in debt, including US$1.2 billion in notes. Vitro launched an offer to buy back or swap US$1.2 billion in debt from bondholders. The tender offer would be consummated with a bankruptcy filing in Mexico and Chapter 15 filing in the United States. Vitro said noteholders would recover as much as 73% by exchanging existing debt for cash, new debt or convertible bonds. Concurso Mercantil & Chapter 15 Proceedings Vitro SAB on Dec. 13, 2010, filed its voluntary petition for a pre-packaged Concurso Plan in the Federal District Court for Civil and Labor Matters for the State of Nuevo Leon, commencing its voluntary concurso mercantil proceedings -- the Mexican equivalent of a prepackaged Chapter 11 reorganization. Vitro SAB also commenced parallel proceedings under Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D.N.Y. Case No. 10-16619) in Manhattan on Dec. 13, 2010, to seek U.S. recognition and deference to its bankruptcy proceedings in Mexico. Early in January 2011, the Mexican Court dismissed the Concurso Mercantil proceedings. But an appellate court in Mexico reinstated the reorganization in April 2011. Following the reinstatement, Vitro SAB on April 14, 2011, re-filed a petition for recognition of its Mexican reorganization in U.S. Bankruptcy Court in Manhattan (Bankr. S.D.N.Y. Case No. 11-11754). The Vitro parent received sufficient acceptances of its reorganization by using the US$1.9 billion in debt owing to subsidiaries to vote down opposition by bondholders. The holders of US$1.2 billion in defaulted bonds opposed the Mexican reorganization plan because shareholders could retain ownership while bondholders aren't being paid in full. Vitro announced in March 2012 that it has implemented the reorganization plan approved by a judge in Monterrey, Mexico. In the present Chapter 15 case, the Debtor seeks to block any creditor suits in the U.S. pending the reorganization in Mexico. Chapter 11 Proceedings A group of noteholders opposed the exchange -- namely Knighthead Master Fund, L.P., Lord Abbett Bond-Debenture Fund, Inc., Davidson Kempner Distressed Opportunities Fund LP, and Brookville Horizons Fund, L.P. Together, they held US$75 million, or approximately 6% of the outstanding bond debt. The Noteholder group commenced involuntary bankruptcy cases under Chapter 11 of the U.S. Bankruptcy Code against Vitro Asset Corp. (Bankr. N.D. Tex. Case No. 10-47470) and 15 other affiliates on Nov. 17, 2010. Vitro engaged Susman Godfrey, L.L.P. as U.S. special litigation counsel to analyze the potential rights that Vitro may exercise in the United States against the ad hoc group of dissident bondholders and its advisors. A larger group of noteholders, known as the Ad Hoc Group of Vitro Noteholders -- comprised of holders, or investment advisors to holders, which represent approximately US$650 million of the Senior Notes due 2012, 2013 and 2017 issued by Vitro -- was not among the Chapter 11 petitioners, although the group has expressed concerns over the exchange offer. The group says the exchange offer exposes Noteholders who consent to potential adverse consequences that have not been disclosed by Vitro. The group is represented by John Cunningham, Esq., and Richard Kebrdle, Esq. at White & Case LLP. A bankruptcy judge in Fort Worth, Texas, denied involuntary Chapter 11 petitions filed against four U.S. subsidiaries. On April 6, 2011, Vitro SAB agreed to put Vitro units -- Vitro America LLC and three other U.S. subsidiaries -- that were subject to the involuntary petitions into voluntary Chapter 11. The Texas Court on April 21 denied involuntary petitions against the eight U.S. subsidiaries that didn't consent to being in Chapter 11. Kurtzman Carson Consultants is the claims and notice agent to Vitro America, et al. Alvarez & Marsal North America LLC, is the Debtors' operations and financial advisor. The official committee of unsecured creditors appointed in the Chapter 11 cases of Vitro America, et al., has selected Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas, and Michael S. Stamer, Esq., Abid Qureshi, Esq., and Alexis Freeman, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, as counsel. Blackstone Advisory Partners L.P. serves as financial advisor to the Committee. The U.S. Vitro companies sold their assets to American Glass Enterprises LLC, an affiliate of Sun Capital Partners Inc., for US$55 million. U.S. subsidiaries of Vitro SAB are having their cases converted to liquidations in Chapter 7, court records in January 2012 show. In December, the U.S. Trustee in Dallas filed a motion to convert the subsidiaries' cases to liquidations in Chapter 7. The Justice Department's bankruptcy watchdog said US$5.1 million in bills were run up in bankruptcy and hadn't been paid. On June 13, 2012, U.S. Bankruptcy Judge Harlin "Cooter" Hale in Dallas entered a ruling that precluded Vitro from enforcing its Mexican reorganization plan in the U.S. Vitro's appeal is pending. In November 2012, the U.S. Court of Appeals Judge Carolyn King ruled that Vitro SAB won't be permitted to enforce its bankruptcy reorganization plan in the U.S. She said that Vitro "has not shown that there exist truly unusual circumstances necessitating the release" preventing bondholders from suing subsidiaries. In early March 2013, Vitro announce a settlement that will end all litigation between Vitro and certain creditors in Mexico and the United States over the past two years. * Late-Filed State Income Tax Returns Not Discharged ---------------------------------------------------- Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that when an individual doesn't file a state income tax return by the April due date, the tax debt isn't discharged in bankruptcy, U.S. District Judge William G. Young in Boston ruled on March 7, citing 2005 amendments to the U.S. Bankruptcy Code. According to the report, Judge Young consolidated two appeals of cases in which the bankruptcy judges reached opposite conclusions. One ruled that tax debt in a late-filed return isn't discharged while the other said it was, so long as the late return was filed before the state assessed a tax. The U.S. Court of Appeals in Boston hasn't addressed the issue, nor had another district judge in Massachusetts, Judge Young said, the report pointed out. Mr. Bathon related that Judge Young in part followed the reasoning in a January 2012 opinion by Circuit Judge Carolyn King of the U.S. Court of Appeals in New Orleans in McCoy v. Mississippi State Tax Commission. Judge King and Judge Young were both dealing with the definition of "return" added to Section 523(a) of the Bankruptcy Code in 2005. Prior to the amendment, most courts held that debt on a late-filed return was discharged so long as the return satisfied the so- called Beard test by looking like a tax return, Mr. Bathon said. The case is Perkins v. Massachusetts Department of Revenue, 13- 30107, U.S. District Court, District of Massachusetts (Boston). * U.S. High-Yield Defaults Remain Low in 2013, Fitch Says --------------------------------------------------------- The default rate for U.S. high-yield debt remained low for the fourth consecutive year, ending 2013 at 1.5 percent, according to a statement issued by Fitch Ratings, Michael Bathon, substituting for Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports. Four more issuers defaulted in 2013 than in 2012, rising to 36 issuers, on about $18.5 billion in bonds for the year, down from $20.5 billion in 2012, the Bloomberg report said, citing Fitch. Energy, broadcasting and media, and building and materials led defaults for 2013. The average recovery rate fell from 50.2 percent of par value in 2012 to 47.7 percent in 2013, with emerging market issuers with dollar-denominated bonds dragging down the figure, Fitch said, the report related. The average recovery was 66.1 percent for U.S. issuers. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ABT CN 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE ALSWF US 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 TH 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 GR 142.1 (11.2) (6.3) ACHAOGEN INC AKAO US 13.8 (0.0) 2.1 ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 456.3 (111.8) (106.0) ADVENT SOFTWARE ADVS US 456.3 (111.8) (106.0) AERIE PHARMACEUT 0P0 GR 7.2 (22.4) (11.0) AERIE PHARMACEUT AERI US 7.2 (22.4) (11.0) AGENUS INC AGEN US 34.8 (4.5) 17.9 AIR CANADA-CL A AC/A CN 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A AIDIF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH TH 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 TH 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AIDEF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AC/B CN 9,470.0 (1,397.0) 98.0 ALIMERA SCIENCES ASZ GR 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ TH 19.6 (4.9) 13.7 ALIMERA SCIENCES ALIM US 19.6 (4.9) 13.7 ALLIANCE HEALTHC AIQ US 515.6 (131.4) 61.3 AMC NETWORKS-A AMCX US 2,636.7 (571.3) 889.9 AMC NETWORKS-A 9AC GR 2,636.7 (571.3) 889.9 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMERICAN AIRLINE AAL US 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE A1G TH 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE AAL* MM 42,278.0 (2,731.0) 517.0 AMERICAN AIRLINE A1G GR 42,278.0 (2,731.0) 517.0 AMR CORP ACP GR 42,278.0 (2,731.0) 517.0 AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 198.9 (135.8) (0.4) ANGIE'S LIST INC ANGI US 105.6 (18.5) (21.7) ANGIE'S LIST INC 8AL GR 105.6 (18.5) (21.7) ARRAY BIOPHARMA AR2 TH 146.3 (5.4) 90.2 ARRAY BIOPHARMA ARRY US 146.3 (5.4) 90.2 ARRAY BIOPHARMA AR2 GR 146.3 (5.4) 90.2 ATLATSA RESOURCE ATL SJ 768.5 (14.1) 30.2 AUTOZONE INC AZ5 TH 7,023.4 (1,721.2) (962.6) AUTOZONE INC AZ5 GR 7,023.4 (1,721.2) (962.6) AUTOZONE INC AZO US 7,023.4 (1,721.2) (962.6) BARRACUDA NETWOR 7BM GR 236.2 (90.1) (66.5) BARRACUDA NETWOR CUDA US 236.2 (90.1) (66.5) BERRY PLASTICS G BERY US 5,264.0 (183.0) 681.0 BERRY PLASTICS G BP0 GR 5,264.0 (183.0) 681.0 BIOCRYST PHARM BO1 TH 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 GR 48.9 (1.1) 26.9 BIOCRYST PHARM BCRX US 48.9 (1.1) 26.9 BRP INC/CA-SUB V DOO CN 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V BRPIF US 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V B15A GR 1,875.1 (63.7) 116.5 BURLINGTON STORE BUI GR 2,980.9 (215.8) 145.9 BURLINGTON STORE BURL US 2,980.9 (215.8) 145.9 CABLEVISION SY-A CVC US 6,591.1 (5,274.3) 283.4 CABLEVISION SY-A CVY GR 6,591.1 (5,274.3) 283.4 CAESARS ENTERTAI C08 GR 24,688.9 (1,903.8) 1,239.5 CAESARS ENTERTAI CZR US 24,688.9 (1,903.8) 1,239.5 CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CANNAVEST CORP 0VE GR 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,097.3 (8,696.6) 753.7 CELLADON CORP CLDN US 24.6 (44.3) 20.1 CELLADON CORP 72C GR 24.6 (44.3) 20.1 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,213.7 (497.0) 141.2 CHOICE HOTELS CZH GR 539.9 (464.2) 84.3 CHOICE HOTELS CHH US 539.9 (464.2) 84.3 CIENA CORP CIEN US 1,800.6 (86.9) 800.8 CIENA CORP CIE1 GR 1,800.6 (86.9) 800.8 CIENA CORP CIEN TE 1,800.6 (86.9) 800.8 CIENA CORP CIE1 TH 1,800.6 (86.9) 800.8 CINCINNATI BELL CBB US 2,107.3 (676.7) (3.2) DENDREON CORP DNDN US 434.4 (247.7) 180.0 DEX MEDIA INC DXM US 3,358.0 (142.0) 332.0 DIRECTV DIG1 GR 21,905.0 (6,169.0) (577.0) DIRECTV DTV CI 21,905.0 (6,169.0) (577.0) DIRECTV DTV US 21,905.0 (6,169.0) (577.0) DOMINO'S PIZZA EZV GR 525.3 (1,290.2) 96.9 DOMINO'S PIZZA DPZ US 525.3 (1,290.2) 96.9 DOMINO'S PIZZA EZV TH 525.3 (1,290.2) 96.9 DUN & BRADSTREET DNB US 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 TH 1,849.9 (1,206.3) (128.9) DUN & BRADSTREET DB5 GR 1,849.9 (1,206.3) (128.9) EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EGALET CORP EGLT US 14.4 (1.5) (3.1) ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) ENDURANCE INTERN EI0 GR 1,519.2 (20.5) (180.2) ENDURANCE INTERN EIGI US 1,519.2 (20.5) (180.2) ENTRAVISION CO-A EVC US 448.7 (5.5) 70.2 ENTRAVISION CO-A EV9 GR 448.7 (5.5) 70.2 FAIRPOINT COMMUN FRP US 1,592.6 (406.7) 30.0 FATE THERAPEUTIC F6T GR 23.0 (9.9) 9.9 FATE THERAPEUTIC FATE US 23.0 (9.9) 9.9 FERRELLGAS-LP FEG GR 1,620.8 (101.2) 20.0 FERRELLGAS-LP FGP US 1,620.8 (101.2) 20.0 FREESCALE SEMICO FSL US 3,047.0 (4,594.0) 1,133.0 FREESCALE SEMICO 1FS GR 3,047.0 (4,594.0) 1,133.0 FREESCALE SEMICO 1FS TH 3,047.0 (4,594.0) 1,133.0 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C BRSS US 592.5 (8.9) 307.1 GLOBAL BRASS & C 6GB GR 592.5 (8.9) 307.1 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 HALOZYME THERAPE HALO US 101.8 (20.0) 69.7 HALOZYME THERAPE HALOZ GR 101.8 (20.0) 69.7 HCA HOLDINGS INC 2BH TH 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC 2BH GR 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC HCA US 28,831.0 (6,928.0) 2,342.0 HD SUPPLY HOLDIN HDS US 6,518.0 (698.0) 1,346.0 HD SUPPLY HOLDIN 5HD GR 6,518.0 (698.0) 1,346.0 HORIZON PHARMA I HZNP US 252.6 (49.1) 67.5 HORIZON PHARMA I HPM TH 252.6 (49.1) 67.5 HORIZON PHARMA I HPM GR 252.6 (49.1) 67.5 HOVNANIAN ENT-A HOV US 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-A HO3 GR 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-B HOVVB US 1,787.3 (456.1) 1,131.9 HOVNANIAN-A-WI HOV-W US 1,787.3 (456.1) 1,131.9 HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) INCYTE CORP ICY GR 629.6 (193.1) 447.8 INCYTE CORP ICY TH 629.6 (193.1) 447.8 INCYTE CORP INCY US 629.6 (193.1) 447.8 INFOR US INC LWSN US 6,515.2 (555.7) (303.6) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU 1JE GR 1,543.7 (199.3) (12.4) JUST ENERGY GROU JE CN 1,543.7 (199.3) (12.4) JUST ENERGY GROU JE US 1,543.7 (199.3) (12.4) KATE SPADE & CO LIZ GR 977.5 (32.5) 206.5 KATE SPADE & CO KATE US 977.5 (32.5) 206.5 L BRANDS INC LTD GR 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD TH 7,198.0 (369.0) 1,324.0 L BRANDS INC LB US 7,198.0 (369.0) 1,324.0 LDR HOLDING CORP LDRH US 77.7 (7.2) 10.3 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 820.2 (157.4) 9.9 LEE ENTERPRISES LE7 GR 820.2 (157.4) 9.9 LORILLARD INC LLV TH 3,536.0 (2,064.0) 1,085.0 LORILLARD INC LLV GR 3,536.0 (2,064.0) 1,085.0 LORILLARD INC LO US 3,536.0 (2,064.0) 1,085.0 MACROGENICS INC MGNX US 42.0 (4.0) 11.7 MACROGENICS INC M55 GR 42.0 (4.0) 11.7 MALIBU BOATS-A MBUU US 57.2 (32.5) (2.0) MALIBU BOATS-A M05 GR 57.2 (32.5) (2.0) MANNKIND CORP MNKD US 258.6 (30.7) (51.5) MANNKIND CORP NNF1 GR 258.6 (30.7) (51.5) MANNKIND CORP NNF1 TH 258.6 (30.7) (51.5) MARRIOTT INTL-A MAR US 6,794.0 (1,415.0) (772.0) MARRIOTT INTL-A MAQ GR 6,794.0 (1,415.0) (772.0) MARRIOTT INTL-A MAQ TH 6,794.0 (1,415.0) (772.0) MDC PARTNERS-A MDZ/A CN 1,425.2 (128.1) (189.8) MDC PARTNERS-A MDCA US 1,425.2 (128.1) (189.8) MDC PARTNERS-A MD7A GR 1,425.2 (128.1) (189.8) MERITOR INC MTOR US 2,497.0 (808.0) 337.0 MERITOR INC AID1 GR 2,497.0 (808.0) 337.0 MERRIMACK PHARMA MP6 GR 192.4 (43.1) 108.9 MERRIMACK PHARMA MACK US 192.4 (43.1) 108.9 MIRATI THERAPEUT MRTX US 18.5 (24.3) (25.3) MIRATI THERAPEUT 26M GR 18.5 (24.3) (25.3) MONEYGRAM INTERN MGI US 4,786.9 (77.0) 85.2 MORGANS HOTEL GR M1U GR 572.8 (172.9) 6.5 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MOUNTAIN HIGH AC MYHI US 0.0 (0.0) 0.0 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED XWM GR 1,067.3 (146.1) 134.0 NATIONAL CINEMED NCMI US 1,067.3 (146.1) 134.0 NAVISTAR INTL IHR GR 7,654.0 (3,877.0) 645.0 NAVISTAR INTL IHR TH 7,654.0 (3,877.0) 645.0 NAVISTAR INTL NAV US 7,654.0 (3,877.0) 645.0 NEKTAR THERAPEUT ITH GR 434.5 (89.9) 159.7 NEKTAR THERAPEUT NKTR US 434.5 (89.9) 159.7 NEXSTAR BROADC-A NXST US 1,163.7 (13.2) 117.2 NEXSTAR BROADC-A NXZ GR 1,163.7 (13.2) 117.2 NORCRAFT COS INC 6NC GR 265.0 (6.1) 47.7 NORCRAFT COS INC NCFT US 265.0 (6.1) 47.7 NORTHWEST BIO NBYA GR 7.6 (14.3) (9.7) NORTHWEST BIO NWBO US 7.6 (14.3) (9.7) NYMOX PHARMACEUT NYMX US 1.1 (5.9) (2.3) OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OMEROS CORP OMER US 16.5 (18.4) 2.9 OMEROS CORP 3O8 GR 16.5 (18.4) 2.9 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) PALM INC PALM US 1,007.2 (6.2) 141.7 PHILIP MORRIS IN PMI SW 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1CHF EU 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1EUR EU 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN 4I1 TH 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN 4I1 GR 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM US 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM FP 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1 TE 38,168.0 (6,274.0) (214.0) PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLUG POWER INC PLUN TH 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 35.4 (15.5) 11.1 PLUG POWER INC PLUG US 35.4 (15.5) 11.1 PLY GEM HOLDINGS PGEM US 1,042.3 (52.0) 175.8 PLY GEM HOLDINGS PG6 GR 1,042.3 (52.0) 175.8 PROTALEX INC PRTX US 1.2 (8.6) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUALITY DISTRIBU QDZ GR 427.2 (56.3) 88.8 QUALITY DISTRIBU QLTY US 427.2 (56.3) 88.8 QUINTILES TRANSN QTS GR 3,066.8 (667.5) 463.4 QUINTILES TRANSN Q US 3,066.8 (667.5) 463.4 RE/MAX HOLDINGS 2RM GR 252.0 (22.5) 39.1 RE/MAX HOLDINGS RMAX US 252.0 (22.5) 39.1 REAL GOODS SOL-A RGSE US 36.7 (0.1) (1.6) REGAL ENTERTAI-A RETA GR 2,704.7 (715.3) (41.3) REGAL ENTERTAI-A RGC US 2,704.7 (715.3) (41.3) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC 17R GR 21.4 (5.8) (10.3) RETROPHIN INC RTRX US 21.4 (5.8) (10.3) REVANCE THERAPEU RVNC US 18.9 (23.7) (28.6) REVANCE THERAPEU RTI GR 18.9 (23.7) (28.6) REVLON INC-A RVL1 GR 2,123.9 (596.5) 246.4 REVLON INC-A REV US 2,123.9 (596.5) 246.4 RITE AID CORP RTA GR 7,138.2 (2,228.8) 1,881.2 RITE AID CORP RAD US 7,138.2 (2,228.8) 1,881.2 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL S7V GR 2,060.1 (291.2) 689.5 SALLY BEAUTY HOL SBH US 2,060.1 (291.2) 689.5 SILVER SPRING NE 9SI TH 516.4 (78.1) 95.5 SILVER SPRING NE 9SI GR 516.4 (78.1) 95.5 SILVER SPRING NE SSNI US 516.4 (78.1) 95.5 SMART TECHNOL-A 2SA GR 374.2 (29.4) 71.6 SMART TECHNOL-A SMA CN 374.2 (29.4) 71.6 SMART TECHNOL-A SMT US 374.2 (29.4) 71.6 SUNESIS PHARMAC SNSS US 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN TH 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN GR 40.5 (6.2) 6.5 SUNGAME CORP SGMZ US 0.1 (2.2) (2.3) SUPERVALU INC SVU* MM 4,711.0 (983.0) 272.0 SUPERVALU INC SJ1 GR 4,711.0 (983.0) 272.0 SUPERVALU INC SJ1 TH 4,711.0 (983.0) 272.0 SUPERVALU INC SVU US 4,711.0 (983.0) 272.0 TANDEM DIABETES TNDM US 48.6 (2.8) 13.8 TANDEM DIABETES TD5 GR 48.6 (2.8) 13.8 TAUBMAN CENTERS TU8 GR 3,506.2 (215.7) - TAUBMAN CENTERS TCO US 3,506.2 (215.7) - THRESHOLD PHARMA NZW1 GR 104.1 (23.5) 59.0 THRESHOLD PHARMA THLD US 104.1 (23.5) 59.0 TOWN SPORTS INTE T3D GR 413.8 (43.5) 27.8 TOWN SPORTS INTE CLUB US 413.8 (43.5) 27.8 TRANSDIGM GROUP TDG US 6,292.5 (234.2) 882.4 TRANSDIGM GROUP T7D GR 6,292.5 (234.2) 882.4 ULTRA PETROLEUM UPL US 2,785.3 (331.5) (278.8) ULTRA PETROLEUM UPM GR 2,785.3 (331.5) (278.8) UNISYS CORP UIS US 2,510.0 (663.9) 516.0 UNISYS CORP UIS1 SW 2,510.0 (663.9) 516.0 UNISYS CORP UISCHF EU 2,510.0 (663.9) 516.0 UNISYS CORP USY1 TH 2,510.0 (663.9) 516.0 UNISYS CORP USY1 GR 2,510.0 (663.9) 516.0 UNISYS CORP UISEUR EU 2,510.0 (663.9) 516.0 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR US 1,260.2 (21.6) 183.3 VECTOR GROUP LTD VGR GR 1,260.2 (21.6) 183.3 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRSN US 2,660.8 (423.6) (226.0) VERISIGN INC VRS TH 2,660.8 (423.6) (226.0) VERISIGN INC VRS GR 2,660.8 (423.6) (226.0) VINCE HOLDING CO VNC GR 470.3 (181.2) (158.1) VINCE HOLDING CO VNCE US 470.3 (181.2) (158.1) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WW6 TH 1,408.9 (1,474.6) (30.1) WEIGHT WATCHERS WW6 GR 1,408.9 (1,474.6) (30.1) WEIGHT WATCHERS WTW US 1,408.9 (1,474.6) (30.1) WEST CORP WSTC US 3,486.3 (740.2) 363.9 WEST CORP WT2 GR 3,486.3 (740.2) 363.9 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 XERIUM TECHNOLOG TXRN GR 624.1 (11.4) 107.5 XERIUM TECHNOLOG XRM US 624.1 (11.4) 107.5 XOMA CORP XOMA GR 134.8 (4.0) 97.4 XOMA CORP XOMA TH 134.8 (4.0) 97.4 XOMA CORP XOMA US 134.8 (4.0) 97.4 YRC WORLDWIDE IN YEL1 TH 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YEL1 GR 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YRCW US 2,064.9 (597.4) 213.3 ZOGENIX INC ZGNX US 54.6 (13.9) 3.1 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. 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