/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140415.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, April 15, 2014, Vol. 18, No. 104 Headlines 1250 OCEANSIDE: Wants Declaration on Easement ALCOA INC: Fitch Lowers Issuer Default Rating to 'BB+' ALHAMBRA RESOURCES: Won't Meet April 30 Financial Filing Deadline ALLEN SYSTEMS: S&P Lowers CCR to 'CCC-' on Weak Liquidity AMARU INC: Delays Form 10-K for 2013 APOLLO MEDICAL: Inks $12 Million Investment Pact with NNA APPLIED MINERALS: Files Amendment No.4 to Form S-1 Prospectus ASHLEY STEWART: Can Hire Prime Clerk as Administrative Advisor ASHLEY STEWART: Court Approves Curtis Mallet-Prevost as Counsel ASHLEY STEWART: Wants Until October 6 to Decide on Leases ASR CONSTRUCTORS: Hires Delmar Commercial as Real Estate Broker ASSURED PHARMACY: Incurs $5.5 Million Net Loss in 2013 AT EMERALD: Can Tap Allan R. Smith as Attorney ATEBA RESOURCES: Receives Notice of Default on Property Option ATWATER PUBLIC: S&P Revises Outlook on 'BB+' Rating to Positive AXION INTERNATIONAL: Delays 2013 Form 10-K BARRACK'S ROW: Bankruptcy Halts Ex-Owners From Reclaiming Stake BASIC SPORTS: Personal Property to Be Auctioned Off April 22 BAY AREA FIN'L: May 14 Hearing on Adequacy of Plan Outline BAY AREA FIN'L: Can Hire Keller Williams as Sales Agent BAY AREA FIN'L: Court Okays Creim Macias as Ch. 11 Counsel BETSEY JOHNSON: Seeks to Sell Interchange Suit Claim for $85,000 BIOFUELS POWER: Delays Form 10-K for 2013 CATASYS INC: Incurs $4.7 Million Net Loss in 2013 CHESAPEAKE ENERGY: S&P Assigns 'BB-' Rating to $3BB Sr. Notes COLDWATER CREEK: Plans Hilco/Gordon-Led Auction on May 1 COLDWATER CREEK: Rejecting Groupon Merchant Contract COLDWATER CREEK: Proposes Prime Clerk as Claims Agent COMMUNITY HOME: Miss. Man Indicted In $9 Million Bankruptcy Fraud CORNERSTONE HOMES: Place and Arnold Okayed as Trustee's Counsel CORNERSTONE HOMES: Ch.11 Trustee Can Hire Bailey as Accountant CORNERSTONE HOMES: Panel Can Hire Getzler as Financial Advisor COVIS PHARMA: Moody's Affirms 'B3' CFR & Alters Outlook to Pos. CUI GLOBAL: Incurs $1.7 Million Net Loss in 2013 D & L ENERGY: Court Approves Epiq as Administrative Advisor D & L ENERGY: Committee Can Hire David Wehrle as Fin'l Advisor D & L ENERGY: Panel Gets Court Approval to Hire Roetzel & Andress DOT RESOURCES: Won't Meet April 30 Financial Filing Deadline DOTS LLC: FTI Consulting Okayed as Panel's Financial Advisor DOTS LLC: Hilco Streambank Okayed as IP Disposition Consultant DOTS LLC: Creditors Have Until May 27 to File Proofs of Claim EAST LIVERPOOL: Moody's Lowers Long-term Bond Rating to 'Ba3' EASTCOAL INC: Creditors to Consider BIA Proposal on April 22 ELDORADO RESORTS: S&P Retains 'B-' CCR on CreditWatch Positive EPCSOLUTIONS INC: Trustee Seeks Additional Bids for Software EXAMWORKS GROUP: S&P Raises CCR to 'B+' on Improved Performance EXCO RESOURCES: S&P Assigns 'CCC+' Rating to New $400MM Sr. Notes FIBERTOWER NETWORK: Obtains Order Regarding Effective Date of Plan FIRST STREET: Trustee Allowed to Settle Solit's $1.82-Mil. Claim FISKER AUTOMOTIVE: Creditors Reach Deal to Split Cash From Sale FLA EAST COAST HOLDINGS: S&P Assigns 'B-' CCR; Outlook Negative FLA EAST COAST INDUSTRIES: S&P Assigns 'CCC+' CCR; Outlook Neg FRESH & EASY: Grant Thornton Approved as Tax Advisor FRESH & EASY: Class Action Settlement Has Preliminarily Okay GENERAL MOTORS: CEO Shakes Up Senior Staff Amid Recall GRAND CENTREVILLE: Receiver's Authority to File Ch.11 Confirmed GRAND CENTREVILLE: Receiver Excused From Turnover Requirements GRAND CENTREVILLE: Drops Bid to Hire Sale Consultant & Broker GRAND CENTREVILLE: Hearing on Case Dismissal Moved to June 26 GREEN FIELD ENERGY: Examiner Can Retain Hogan Firm as Counsel GREEN FIELD ENERGY: Lorenzo May Pursue Claim Against Insurer HAYDEL PROPERTIES: Case Dismissal Hearing Moved to May 22 HAYDEL PROPERTIES: Pay Up Or Face Foreclosure, Court Rules HOUGHTON INTERNATIONAL: S&P Raises Rating on 1st Lien Loan to B+ HUB INTERNATIONAL: $90MM Add-on Debt No Impact on Moody's B3 CFR HUNTER FAN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable ICING ON THE CUPCAKE: New Owner Reopens One Outlet IFM INVESTMENTS: Receives NYSE Listing Non-Compliance Notice JCK HOTELS: Reorganization Case Administratively Closed JONES GROUP: S&P Withdraws 'BB-' Corp. Credit Rating L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating LEAJAK CONCRETE: Files Pro Se Chapter 11 Bankruptcy LEO GROUP: Case Summary & 9 Largest Unsecured Creditors LIGHTSQUARED INC: Says It Was Right to Shut Ergen Out of Plans LINDSAY GENERAL: Claims Bar Date Set for May 15 LONGVIEW POWER: Kvaerner Wants Exclusivity Scrapped MACH GEN: Court Approved Prime Clerk as Administrative Advisor MACH GEN: First Amended Prepackaged Plan Confirmed MAINE STORAGE: Lewiston, Maine Property to Be Sold May 7 MATS ETC: Case Summary & 20 Largest Unsecured Creditors MAXIMILLIAN IMPORTS: Files Chapter 11 Bankruptcy in E.D. Wash. MEDICAL PROPERTIES: S&P Rates $300MM Unsecured Notes 'BB' MJC AMERICA: Wants Until October 10 to File Reorganization Plan MOMENTIVE PERFORMANCE: Enters Chapter 11 for Agreed Debt Swap MOMENTIVE PERFORMANCE: Case Summary & 50 Top Unsecured Creditors MULTI PACKAGING SOLUTIONS: S&P Withdraws 'B' Corp. Credit Rating MUNDY RANCH: April 29 Hearing on Adequacy of Plan Outline NATURAL MOLECULAR: U.S. Trustee Amends Committee Members NGPL PIPECO: Fitch Lowers IDR to 'B-'; Outlook Negative NIOCAN INC: TSX Reviews Continued Listing Eligibility NNN 123: Seeks Approval of Restructuring Support Agreement NNN 123: Cash Collateral Hearing Continued to June 30 NORTHERN BERKSHIRE: BMC Has Hired 143 of NARH's Employees ORMET CORP: 7th Interim Winddown Plan Approved PACIFIC STEEL: Can Hire Burr Pilger Mayer as Fin'l Consultant PACIFIC STEEL: Court Approves Binder & Malter as Counsel PALM DRIVE: S&P Lowers SPUR to 'CCC+'; Outlook Developing PENINSULA HOSPITAL: Court Approves Amendment to PGN Sale Agreement PIER 1 IMPORTS: S&P Assigns 'B+' CCR & Rates $200MM Sr. Loan 'B+' PINAFORE HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative PRIME TIME INT'L: Cases Now Assigned to Judge Wanslee PROSPECT PARK: US Trustee Forms 3-Member Creditor's Committee QUANTUM FOODS: Panel Retains Richards Layton as Counsel QUANTUM FOODS: Panel Hires Triton Capital as Financial Advisors QUARTZ HILL: Court Orders Joint Administration of Debtors' Cases QUIZNOS: Has Settlement With Disgruntled Franchisees QUIZNOS: Schedules of Assets and Liabilities Filed QUIZNOS: Files 13-Week DIP Cash Flow Forecast QUIZNOS: Files List of Equity Security Holders QUIZNOS: Maple Leaf, Canada Bread Seek Payment of Admin. Claim RECONROBOTICS INC: Involuntary Chapter 11 Petition Filed REGIONALCARE HOSPITAL: S&P Lowers Sr. Secured Debt Rating to 'B' ROY VANWINKLE: Joint Chapter 11 Petition Filed in E.D. Wash. SEGA BIOFUELS: Obtains PAC Loan for Insurance Coverage SHOTWELL LANDFILL: Jeutter Okayed as Committee Counsel SHOTWELL LANDFILL: Deal Between Debris Removal and CFSC Okayed SHOTWELL LANDFILL: Disclosure Statement Hearing on Wednesday SIMON WORLDWIDE: Delays 2013 Form 10-K SIRIUS XM: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable SIZZLING PLATTER: Moody's Hikes Corporate Family Rating to 'B3' SM ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'BB' SMTC CORP: Inks Sixth Amendment to Loan Agreement SORENSON COMMS: Hires Wiltshire & Grannis as Regulatory Counsel SORENSON COMMS: Jenner & Block Approved as Compliance Counsel SORENSON COMMS: Pwc Okayed as Auditors and Tax Advisors SORENSON COMMS: S&P Raises CCR to 'CCC+'; Outlook Neg. SPECIALTY PRODUCTS: Insurers Seek Access to Rule 2019 Statements STAR DYNAMICS: Has Access to Cash Collateral Until June 30 STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters SUNRISE REAL: Delays Form 10-K for 2013 SWAMI HOSPITALITY: Case Summary & 2 Unsecured Creditors STEPHEN COSTA: Case Summary & 2 Largest Unsecured Creditors TARGETED MEDICAL: Incurs $9.3 Million Net Loss in 2013 TEE INVESTMENT: Avison Young and John Pinjuv Approved as Broker TELKONET INC: Incurs $4.9 Million Net Loss in 2013 TELEXFREE LLC: Files for Chapter 11 to Facilitate Restructuring TELEXFREE LLC: Case Summary & 30 Largest Unsecured Creditors THERMOENERGY CORP: Incurs $1.6 Million Net Loss in 2013 TITAN PHARMACEUTICALS: Posts $9.7 Million Net Income in 2013 TRAVELPORT LLC: Moody's Changes 'Caa1' CFR Outlook to Negative TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'CCC+' TRISTAR WELLNESS: Delays Form 10-K for 2013 TUSCANY INT'L: Executes Heli-Portable Rig Sale Agreement VERMILLION INC: Incurs $8.8 Million Net Loss in 2013 VIASYSTEMS GROUP: S&P Retains 'B+' Rating Following $50MM Add-On WEST FLORIDA RECYCLING: Files for Chapter 11 Bankruptcy WEST MOUNTAIN: Case Closed; Apex Capital Becomes New Owner WESTERN FUNDING: Majority of Unsecured Creditors Accept Plan WISE METALS: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2' WISE METALS: S&P Lowers CCR to 'B-'; Outlook Stable WORLD SURVEILLANCE: Reports $3.4 Million 2013 Net Loss * HSBC Sued by Illinois' Cook County over Minority Lending * Wall Street Banks Cut Out of Prized Commercial Mortgages * SEC Set to Alter Stance on Money Funds * Large Companies With Insolvent Balance Sheets ********* 1250 OCEANSIDE: Wants Declaration on Easement --------------------------------------------- Simon Klevansky, Esq., at Klevansky Piper, LLP, on behalf of 1250 Oceanside Partners, asks the Bankruptcy Court to enter a judgment declaring that, pursuant to the plain terms of an easement, the easement is of no further force or effect, and no longer encumbers the Debtor's property. Oceanside is the developer of Hokuli'a, a residential subdivision, in and on the Island and County of Hawaii. Oceanside executed an Easement for Conservation Purposes dated Sept. 5, 2007, which encumbers a property designated on the Third Taxation Division as Tax Map Key Nos. (3) 8-1-4-3, which property is further described in the easement. Protect Keopuka Ohana is a Hawaii nonprofit corporation which has been administratively dissolved by the State of Hawaii. Section 6 of the easement provides that (a) PKO may not assign its rights under the easement without the prior written consent of Oceanside, and (b) in the event Defendant PKO is dissolved or otherwise ceases to exist, the easement will be of no further force or effect, unless PKO has first assigned its interest with the prior consent of Oceanside. Oceanside is not aware of any assignment of PKO's rights under the easement, and Oceanside has never consented to any such assignment. Defendant PKO has not assigned its rights under the easement, and was administratively dissolved by the State of Hawaii on June 3, 2011. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court was slated to convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. ALCOA INC: Fitch Lowers Issuer Default Rating to 'BB+' ------------------------------------------------------ Fitch Ratings has downgraded the ratings for Alcoa Inc. (NYSE: AA, Alcoa) including its Issuer Default Rating and senior unsecured debt to 'BB+' from 'BBB-'. The Rating Outlook is Stable. RATING DRIVERS: The downgrade reflects Fitch's view that financial leverage will remain above 2.5x on a total debt/EBITDA level and above 3.5x on an FFO adjusted level through 2014. Significant pension contributions will keep FFO adjusted leverage above 3.5 through 2015. The company has generated free cash flow after capital expenditures and dividends to shareholders since 2010 despite weak aluminum prices. Profitability has been hampered by global oversupply in aluminum. Upstream Challenges Alcoa ranked as the third largest primary aluminum producer in 2013. Its aluminum production is about average cost and its alumina production is in the low second quartile. Roughly 60% of alumina and 79% of primary aluminum by volume was sold to third parties in 2013. The primary aluminum market has been suffering from production surpluses as new low cost capacity was added and high cost capacity was slowly curtailed. This excess supply has been soaked up by financial buyers and held in inventory. Alcoa took 253,000 tonnes of capacity offline in 2013 and announced a further 418,000 tonnes of capacity curtailments, including 274,000 tonnes of permanent closures, so far in 2014. Of the company's 4 million tonnes of smelting capacity, 655,000 was curtailed at Dec. 31, 2013. Announced capacity cuts excluding China since January 2013 aggregate about 1.5 million tonnes. Global consumption was about 49 million tonnes in 2013 and LME stocks were 5.4 million tonnes at April 8, 2014. Fitch believes that production curtailments should result in balanced physical markets and that prices should slowly improve from current lows. Inventory financing transactions are expected to continue as long as the economics work: interest rates are low, the market is in contango, and warehouse rents are low. A reversal of those conditions could bring substantial material into the market. On the margin and all else equal, Alcoa reports that a $100/tonne increase or decrease in the average price of primary aluminum as reported on the London Metal Exchange (LME) would increase or decrease annual net income by $240 million. In 2013 the LME price was about $173/tonne lower than it was on average for 2012. Alcoa's realized prices for primary aluminum for 2013 were only $83/tonne lower than the average for 2012. Net income excluding special items increased $95 million in 2013 compared to 2012. Alumina markets have their own fundamental dynamics and Alcoa has been working to move its contracts to indexed base pricing rather than pricing based on the LME price of aluminum. For 2014, 65% of third party shipments are on spot or alumina index based. Downstream Opportunities: Engineered Products and Solutions (EPS) and Global Rolled Products (GRP) benefit from the scale of research and development, past restructuring efforts and growing end-market demand. In 2013, EPS accounted for nearly half of EBITDA and EPS taken with GRP accounted for 72% of 2013 EBITDA. Capital investments of $300 million in Davenport, IA, $300 million in Alcoa, TN and $400 million (Alcoa's portion $95 million) in the Saudi Arabian JV, enable the company to capture growth in auto body sheet demand. Fitch estimates that EPS and GRP will represent more than $2.2 billion in EBITDA by 2016. Expectations: Fitch expects earnings in 2014 and 2015 to continue to reflect weakness in primary aluminum. Fitch also expects 2014 EBITDA to be at least $2.6 billion. Total debt to EBITDA will likely be as much as 2.9 times (x) at the end of 2014. FFO adjusted leverage is impacted by minimum pension contributions in the amount of $625 million in 2014. In the longer term, Fitch expects FFO adjusted leverage to drop below the 3.9x at March 31, 2014. For 2014, Fitch expects Alcoa to be free cash flow neutral after capital expenditures of $1.2 billion but before $137 million in dividends and the $125 million investment in the Ma'aden joint venture. The first quarter generally shows high seasonal working capital; a key focus is working capital management, and turns have reduced year-over-year for the period under review. Fitch expects cash to start building in the third quarter of 2014. Cash used for operations was $551 million in the first quarter of 2014, reflecting seasonality, some automotive inventories related to the ramp-up, and payments on the Alba settlement. Fitch expects any earnings or cash flow shortfall to be met with further cuts to spending or asset sales. Strong Liquidity: At March 31, 2014, the $3.75 billion revolver maturing July 25, 2017 was fully available and cash on hand was $665 million. The revolver has a covenant that limits Consolidated Indebtedness to 150% of Consolidated Net Worth. As of Dec. 31, 2013, Alcoa had 10 additional revolving credit facilities providing a combined capacity of $1.2 billion of which $1 billion is due to expire in 2014 and $150 million is due to expire in 2015. As of March 31, 2014, near-term scheduled debt maturities are estimated to be: $133 million in 2014, $30 million in 2015, $30 million in 2016, $778 million in 2017 and $1 billion in 2018. Pension Contributions: At Dec. 31, 2013, aggregate pension plans were underfunded by $3.2 billion, of which the U.S. pension plans were underfunded by $2.7 billion on a U.S. GAAP basis. The minimum required contribution to pension plans is estimated at $625 million in 2014. The Stable Outlook reflects slowly improving trends despite prolonged weakness in the primary aluminum market and progress toward reducing financial leverage to levels more consistent with the rating. RATING SENSITIVITIES: Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- Operating EBITDA below $2.5 billion in 2014; -- Total Debt/EBITDA sustainably above 3x and free cash flow negative in the amount of $200 million or more. Positive: Not anticipated over the next 12 months given over supply in the aluminum market, but future developments that may lead to a positive rating action include: -- FFO adjusted leverage to be sustainably over 2.5x, and free cash flow positive on average. Fitch has downgraded Alcoa's ratings as follows: -- IDR downgraded from 'BBB-' to 'BB+'; -- Senior unsecured debt from 'BBB-' to 'BB+'; -- $3.75 billion revolving credit facility from 'BBB-' to 'BB+'; -- Preferred stock to 'BB-' from 'BB'. -- Short-term IDR to 'B' from 'F3'; -- Commercial paper 'B' from 'F3'. The Rating Outlook is Stable. ALHAMBRA RESOURCES: Won't Meet April 30 Financial Filing Deadline ----------------------------------------------------------------- Alhambra Resources Ltd. on April 11 disclosed that the Corporation will not be able to file its annual audited financial statements, management's discussion and analysis and CEO and CFO certificates by the filing deadline of April 30, 2014 as prescribed by National Instrument 51-102 - Continuous Disclosure Obligations. This is due to a current lack of funds to remunerate the Corporation's auditors. Don McKechnie, Alhambra's Chief Financial Officer explained, "With the recent completion of the Global Resources Investment Trust plc ("GRIT") financing, GRIT is now actively marketing the GRIT shares on behalf of itself and the other companies that participated in the GRIT financing. This will enable Alhambra to obtain the funds necessary to deal with its creditors (including remunerating the Corporation's auditors), resume mining operations in Kazakhstan and advance it exploration and production development strategy. We anticipate this process will be successful such that Alhambra can complete and file its 2013 Annual Audited Financial Statements by the end of June 2014." Until Alhambra completes the filing of the 2013 Annual Audited Financial Statements, Alhambra will comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require Alhambra to issue bi-weekly default status reports by way of a news release so long as the 2013 Annual Audited Financial Statements have not been filed. Alhambra has made an application to the applicable regulatory authorities for a management cease trade order. There is no certainty that such order will be granted. If a MCTO is granted, the general investing public will still be able to trade Alhambra listed common shares, however, the Corporation's Chief Executive Officer, Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities, will not be able to trade Alhambra shares. If a MCTO is not granted, the applicable regulatory authorities may issue a cease trade order against Alhambra for failure to file the 2013 Annual Audited Financial Statements within the prescribed time period. About Alhambra Alhambra -- http://www.alhambraresources.com-- is a Canadian based international exploration and production corporation producing gold in Kazakhstan. Alhambra common shares trade in Canada on The TSX Venture Exchange under the symbol ALH, in the United States on the Over-The-Counter Pink Sheets Market under the symbol AHBRF and in Germany on the Frankfurt Open Market under the symbol A4Y. ALLEN SYSTEMS: S&P Lowers CCR to 'CCC-' on Weak Liquidity --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Naples, Fla.-based Allen Systems Group Inc. to 'CCC-' from 'CCC'. The outlook is negative. At the same time, S&P lowered the issue-level rating on Allen's $300 million secured second-lien notes to 'CC' from 'CCC-'. S&P also revised its recovery rating on the notes to '6' from '5', reflecting its expectation for negligible recovery (0% to 10%) in the event of a payment default. "The downgrade reflects our view that the company may face difficulty meeting its interest payment obligations in May 2014, based on our assessment of the company's weak liquidity position and lower than expected operating results," said Standard & Poor's credit analyst Katarzyna Nolan. In addition, the company was not in compliance with the minimum liquidity covenant after the required November 2013 interest payment was made on its senior notes. Although the company obtained an amendment and waiver, which requires it to comply with this covenant by March 31, 2014, S&P believes that the company may be in violation of its senior leverage, total leverage, or fixed charge covenants as of December 2013. The negative outlook reflects the company's weak liquidity position and the high likelihood of a default within the next six months. S&P would lower the ratings if the company were unable to meet its debt service obligations when due. A revision of the outlook to stable would require an improvement in the company's liquidity, which could result from potential further financings or improved operations. AMARU INC: Delays Form 10-K for 2013 ------------------------------------ Amaru, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. The Company sait it was unable to file the subject report in a timely manner because the Company was not able to complete timely its financial statements without unreasonable effort or expense. About Amaru Inc. Singapore-based Amaru, Inc., a Nevada corporation, is in the business of broadband entertainment-on-demand, streaming via computers, television sets, PDAs (Personal Digital Assistant) and the provision of broadband services. The Company's business includes channel and program sponsorship (advertising and branding); online subscriptions, channel/portal development (digital programming services); content aggregation and syndication, broadband consulting services, broadband hosting and streaming services and E-commerce. Wei, Wei & Co., LLP, in Flushing, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has sustained accumulated losses from operations totaling $41,220,399 and $41,322,752 at Dec. 31, 2012, and 2011, respectively, the Company's continued losses from operations and the difficulty it has had in raising adequate additional financing. These conditions and the Company's lack of significant revenue, raise substantial doubt about the Company's ability to continue as going concern. As of Sept. 30,2013, the Company had $1.81 million in total assets, $3.32 million in total liabilities and a $1.51 million total stockholders' deficit. APOLLO MEDICAL: Inks $12 Million Investment Pact with NNA --------------------------------------------------------- Apollo Medical Holdings, Inc., on March 28, 2014, entered into an equity and debt investment for up to $12 million with NNA of Nevada, Inc., an affiliate of Fresenius Medical Care North America, that included a $2 million investment in Company common stock being issued at $1.00 per share, $8 million in term and revolving loans being made available, $2 million in the form of a convertible note being made available, and warrants being issued for 5,000,000 shares of the Company's common stock. As part of the investment, the Company entered into an Investment Agreement with NNA, dated March 28, 2014, pursuant to which the Company sold NNA 2,000,000 shares of the Company's common stock at a purchase price of $1.00 per share. Under the Investment Agreement, for so long as NNA holds any combination of Company common stock, Convertible Note or Warrants that in the aggregate either represent or entitle Purchaser to acquire at least 2,000,000 shares of Company common stock, (i) NNA will have the right to appoint one representative to attend all meetings of the Company's Board of Directors (and each Board of Directors of the Company's subsidiaries) and any committee thereof in a nonvoting observer capacity, and (ii) NNA will have the right to have one representative nominated as a member of the Company's Board of Directors and each committee thereof, including without limitation, the Company's compensation committee. In connection with the Credit Agreement and the Investment Agreement, the Company issued NNA a Convertible Note, dated March 28, 2014, which provides that the Company may, but will not be required to, borrow the amount of $2,000,000 evidenced by the Convertible Note at any time before Dec. 15, 2014. The outstanding principal on and accrued interest under the Convertible Note, if any, is convertible at NNA's option into shares of the Company's common stock at an initial conversion price of $1.00 per share, subject to adjustment as provided in the Convertible Note. The Convertible Note contains antidilution protection provisions in favor of NNA, including, if there is a dilutive issuance, the conversion ratio is adjusted to reflect the difference in price below $1.00, if any such issuance is below $0.90 per share. As part of this investment, the Company entered into a Credit Agreement with NNA which provides for a $1 million secured revolving credit facility and a $7 million secured term loan. At the closing of the transactions contemplated by the Credit Agreement, existing loans of a principal amount of approximately $3.3 million under that certain Credit Agreement, dated as of Oct. 15, 2013, as amended, were refinanced and approximately $3.7 million was advanced under the Term Loan. No amounts were drawn under the Revolving Loan at closing. Prior to the closing of the transactions contemplated by the Credit Agreement, NNA made revolving loans to the Company under the Existing Credit Agreement. A copy of the Credit Agreement is available for free at: http://is.gd/kHXQH4 A full-text copy of the Form 8-K report is available at: http://is.gd/5Uqchr About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern qualification on the consolidated financial statements for the fiscal year ended Jan. 31, 2013. The independent auditors noted that the Company had a loss from operations of $2,078,487 for the year ended Jan. 31, 2013, and had an accumulated deficit of $11,022,272 as of Jan. 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. Apollo Medical reported a net loss of $8.90 million on $7.77 million of net revenues for the year ended Jan. 31, 2013, as compared with a net loss of $720,346 on $5.11 million of net revenues for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2013, showed $3.13 million in total assets, $4.40 million in total liabilities, and a $1.26 million total stockholders' deficit. APPLIED MINERALS: Files Amendment No.4 to Form S-1 Prospectus ------------------------------------------------------------- Applied Minerals, Inc., amended its Form S-1 registration statement relating to the offer and sale of: * Up to 19,899,733 shares of the Company's common stock with par value of $0.001 issuable on conversion of $10.5 million of 10 percent PIK-Election Convertible Notes due 2023. The interest rate on the PIK Notes is 10 percent per year and at the Company's election, interest may be paid in cash or in PIK Notes. Seven million five hundred thousand shares are issuable on conversion of the PIK Notes that were issued on Aug. 2, 2013, and 375,000 shares are issuable on conversion of PIK Notes that have been issued as interest. If the Company issues additional PIK Notes in payment of interest, the number of shares will increase, and if the Company makes all the interest payments by issuing additional PIK Notes and all the PIK Notes remain outstanding until 2023, the additional shares issuable on conversion of the PIK Notes issued in payment of interest could increase the number of shares to 19,899,733 shares. Given the Company's current financial position, it is anticipated that for the foreseeable future, the Company will pay interest using Notes issued as payment-in-kind interest. * 10,000,000 already outstanding shares of Common Stock issued on Dec. 22, 2011. * The offer and sale by the holders of warrants listed under the table "Warrants" in the "Selling Securityholders" section of up to 5,000,000 warrants, each of which gives the holder the right to purchase 1.0372 shares of Common Stock at $1.9281 per share (as the price and the number of shares may be adjusted from time to time under antidilution provisions). * The sale of up to 5,186,413 shares of the Company's Common Stock issuable upon exercise of the Warrants, either by the holders of the Warrants to the extent that the Selling Securityholders exercise the Warrants or by the Company, to the extent the Warrants are not exercised by the Selling Securityholders before sale under this prospectus or otherwise. The Company amended the Registration Statement to delay its effective date. The Company's Common Stock is quoted on the OTCQB under the symbol "AMNL." On March 28, 2014, the closing bid quotation of the Company's Common Stock was $0.71. There is no market for the Warrants and none is expected to develop. A copy of the Form S-1/A is available for free at: http://is.gd/YpyRpH About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals incurred a net loss of $9.73 million in 2012 as compared with a net loss of $7.43 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $16.90 million in total assets, $13.25 million in total liabilities and $3.64 million in total stockholders' equity. Bankruptcy Warning "The Company has had to rely mainly on cash flow generated from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of its minerals at the Dragon Mine, it may have to file bankruptcy, as there is no assurance of the foregoing," the company said in its annual report for the year ended Dec. 31, 2012. ASHLEY STEWART: Can Hire Prime Clerk as Administrative Advisor -------------------------------------------------------------- Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to the Petition Date. As reported in the Troubled Company Reporter on April 7, 2014, Prime Clerk will, among other things: a. assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back offices and institutional holders; b. prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; c. assist with preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs and gather data in conjunction therewith. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, told the Court that prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $40,000. Prime Clerk sought to first apply the retainer to prepetition invoices and thereafter, to have the retainer replenished to the original retainer amount, and thereafter, to hold the retainer under the services agreement during the cases as security for the payment of fees and expenses incurred under the services agreement. Mr. Frishberg assured the Court Prime Clerk is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Ashley Stewart Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers of apparel and accessories catering to plus-sized women. They distribute products through their e-commerce site, www.ashleystewart.com, and through www.amazon.com. They filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. The Hon. Michael B. Kaplan oversees the case. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. As of the Petition Date, Ashley Stewart operated 168 stores in 24 states, Washington D.C. and the United States Virgin Islands, with approximately 1,750 employees. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The Debtor has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. ASHLEY STEWART: Court Approves Curtis Mallet-Prevost as Counsel --------------------------------------------------------------- Ashley Stewart Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of New Jersey for permission to employ Curtis, Mallet-Prevost, Colt & Mosle LLP as counsel. As reported in the Troubled Company Reporter on April 7, 2014, Curtis will, among other things: a) advise the Debtors with respect to their powers and duties as debtors-in-possession in the continued management and operation of their businesses and properties; b) attend meetings and negotiate with representatives of creditors and other parties in interest; and c) take all necessary actions to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing the Debtors' interests in negotiations concerning litigation in which the Debtors are or become involved, including objections to claims filed against the Debtors' estates. The hourly rates of the Curtis' personnel are: Partners $740 - $860 Counsel $635 Associates $305 - $600 Paraprofessionals $200 - $235 Curtis has not received compensation for services rendered in the Chapter 11 cases to date. Prior to the filing of the cases, the Debtors paid Curtis $897,586 for (i) services rendered in connection with representing the Debtors in the ordinary course of its business and operations; (ii) services related to an attempted out-of-court restructuring and in connection with preparing for the Debtors' chapter 11 filing, including preparing first-day motions, negotiating debtor-in-possession financing, and pursuing a going concern sale transaction for all or substantially all of their assets; and (iii) expenses related thereto. As of the Petition Date, Curtis had incurred fees and expenses in excess of the amount received from the Debtors prior to the bankruptcy filing. As a courtesy to the Debtors, Curtis wrote off any resulting balance that may have been owed by the Debtors as of the Petition Date. Accordingly, as of the Petition Date, the Debtors did not owe Curtis any amounts for prepetition services rendered or expenses incurred for any reason. To the best of the Debtors' knowledge, Curtis is a "disinterested person," as that term is defined in Section 101(14) of the Bankruptcy Code. About Ashley Stewart Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers of apparel and accessories catering to plus-sized women. They distribute products through their e-commerce site, www.ashleystewart.com, and through www.amazon.com. They filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. The Hon. Michael B. Kaplan oversees the case. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. As of the Petition Date, Ashley Stewart operated 168 stores in 24 states, Washington D.C. and the United States Virgin Islands, with approximately 1,750 employees. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The Debtor has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. ASHLEY STEWART: Wants Until October 6 to Decide on Leases --------------------------------------------------------- Ashley Stewart Holdings Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of New Jersey to extend, until Oct. 6, 2014, the deadline to assume or reject non- residential leases of real property. The Debtors' current deadline will expire on July 8, 2014. The Debtors say they anticipate that many of their remaining real property leases after the initial store closings and additional store closings conclude will be assumed by the Debtors and assigned to the ultimate purchaser of their assets. According to papers filed with the Court, the proposed sale contemplated that there will be a six-month option period where the prevailing bidder can decide to assume or reject real property leases. Requiring the Debtors to assume or reject the real property leases at this stage of the Chapter 11 Cases, before they have had an opportunity to determine whether any such real property leases can be assumed and assigned to a potential purchaser, may limit the Debtors' ability to maximize the value of their assets. A hearing is set for April 22, 2014, at 1:00 p.m., to consider approval of the Debtors' extension request. About Ashley Stewart Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC are specialty retailers of apparel and accessories catering to plus-sized women. They distribute products through their e-commerce site, www.ashleystewart.com, and through www.amazon.com. They filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. The Hon. Michael B. Kaplan oversees the case. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. As of the Petition Date, Ashley Stewart operated 168 stores in 24 states, Washington D.C. and the United States Virgin Islands, with approximately 1,750 employees. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The Debtor has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. ASR CONSTRUCTORS: Hires Delmar Commercial as Real Estate Broker --------------------------------------------------------------- ASR Constructors, Inc. asks the U.S. Bankruptcy Court to employ Delmar Commercial Real Estate Services, Inc., as real estate broker to assist in the listing, marketing and sale of Another Meridian Company, LLC's real properties. Meridian is in the real estate business and owns these three real properties: A. The "Perris Property" consisting of two parcels of vacant land located in the city of Perris, County of Riverside, CA: Parcel Nos.: 317-270-001 (10.09 acres) and 317-270-012 (9.66 acres). In its Schedules, Meridian valued the Perris Property at $470,000. The proposed Broker believes that this amount may be low and will be listing the Perris Property for sale at $999,000. B. The "San Bernardino Property" consisting of two parcels of vacant land located in the city of San Bernardino, County of San Bernardino, CA: Parcel Nos.: 0142-042-01 (1.889 acres) and 0269-271-17 (1.3 acres). In its Schedules, Meridian valued the San Bernardino Property at $240,000. The proposed Broker believes that this amount may be low and will be listing the San Bernardino Property for sale at $417,000. C. The "Phelan Property" consisting of a single family residence located at 3758 Kreuer Rd, Phelan, CA 92371: Parcel No.: 3098-051-14 (5 acres). In its Schedules, Meridian valued the Property at $80,363. The Broker believes that this amount may be high and will be listing the Phelan Property for sale at $59,000. Meridian believes that any value for the Phelan Property is with the land, and not associated with any structures located on the Phelan Property. The Phelan Property is being marketed for sale as vacant land. The Perris Property, the San Bernardino Property and the Phelan are each subject to real property taxes owing to the applicable county treasurer and tax collectors as: a. The San Bernardino County Treasurer and Tax Collector filed a Proof of Claim (Claim 40 on ASR's Claims Register) in the amount of $4,237.04 relating to taxes owing on the San Bernardino Property and the Phelan Property. b. The Riverside County Treasurer and Tax Collector has filed a Proof of Claim (Claim 1 on Meridian's Claims Register) in the amount of $25,481.46, of which approximately $5,741.74 relates to the Perris Property. The balance of Claim 1 will be paid upon the closing of the Court approved sale of Meridian's real property located at 5230 Wilson Street, Riverside, California. The Properties are each subject to the cross-collateralized lien in favor Federal Insurance Company, which obligation is cross- collateralized by liens against the assets of ASR and Inland as well. Federal Insurance Company has filed a Proof of Claim in Meridian's case, Claim 3 on Meridian's case docket, in the total amount of $171,597,580, asserting that $2,088,363 of the claim is secured. The Broker has agreed to advertise the Properties for sale at its expense, to show the Properties to interested parties, to represent Meridian as seller in connection with the sale of the Properties, if necessary, to negotiate with the secured creditors and to advise Meridian with respect to obtaining the highest and best offers available in the present market. The Broker will list the Properties on the MLS for these amounts: A. Perris Property will be listed for sale at $999,000 B. San Bernardino Property will be listed for sale at $417,000. C. Phelan Property will be listed for sale at $59,000. In consideration for the Broker's services, it will receive, upon consummation of any such sale, a real estate agent's commission of 6% of the purchase price for the Perris Property and the San Bernardino Property and 10% of the purchase price for the Phelan Property. The Broker has been informed and understands that no sale of the Properties may be consummated until after (1) notice to creditors with the opportunity for a hearing on the proposed sale, and (2) entry of a Court order approving the sale. The Broker is aware of the provisions of Bankruptcy Code Section 328(a) and has agreed that the Court may allow compensation different from the compensation provided if those terms and conditions prove to have been improvident in light of developments unanticipated at the time of the fixing of those terms and conditions. Robert Jimenez and Steve Wheatley attest that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About ASR Constructors ASR Constructors, Inc., filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-25794) on Sept. 20, 2013. The petition was signed by Alan Regotti as president. ASR disclosed $17,647,556 in assets and $18,901,467 in liabilities as of the Chapter 11 filing. Judge Mark D. Houle presides over the case. James C Bastian, Jr., Esq., at Shulman Hodges & Bastian, LLP, serves as the Debtor's counsel. The Law Office of John D. Mannerino serves as corporate counsel to the Debtor. Rodgers, Anderson, Malody & Scott LLP CPAs serves as accountant to the Debtor. Two affiliates -- Another Meridian Company, LLC and Inland Machinery, Inc., -- also filed Chapter 11 petitions. ASSURED PHARMACY: Incurs $5.5 Million Net Loss in 2013 ------------------------------------------------------ Assured Pharmacy, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss applicable to common stock of $5.55 million on $5.19 million of sales for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stock of $4 million on $5.63 million of sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $1.04 million in total assets, $8.99 million in total liabilities, $2.51 million in series D redeemable convertible preferred stock and a $10.46 million stockholders' deficit. BDO USA, LLP, in Dallas, Texas, 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/pGnh72 About Assured Pharmacy Headquartered in Frisco, Texas, Assured Pharmacy, Inc., is engaged in the business of establishing and operating pharmacies that specialize in dispensing highly regulated pain medication for chronic pain management. The Company was organized as a Nevada corporation on Oct. 22, 1999, under the name Surforama.com, Inc., and previously operated under the name eRXSYS, Inc. The Company changed its name to Assured Pharmacy, Inc., in October 2005. AT EMERALD: Can Tap Allan R. Smith as Attorney ---------------------------------------------- AT Emerald LLC sought and obtained permission from the U.S. Bankruptcy Court to employ the law offices of Alan R. Smith as attorneys. The Smith firm will, among other things, provide these services: a. render legal advice with respect to the powers and duties of the Debtor that continues to operate its business and manage its properties as debtor-in-possession; b. negotiate, prepare and file a plan or plans of reorganization and disclosure statements in connection with such plan, and otherwise promote the financial rehabilitation of the Debtor; and c. take all necessary action to protect and preserve the Debtor's bankruptcy estate, including the prosecution of actions on the Debtor's behalf in connection with this bankruptcy case, the defense of any actions commenced against the Debtor in connection with this bankruptcy case, negotiations concerning all litigation in which the Debtor is or will become involved in connection with this bankruptcy case, and the evaluation and objection to claims filed against the estate. The firm's rates are: Professional Rates ------------ ----- Alan R. Smith, Esq. $500/hr Holly E. Estes, Esq. $300/hr Peggy L. Turk $210/hr Debra L. Goss $150/hr Para professional $130/hr The Debtor paid the law offices of Alan R. Smith an advance retainer of $5,000,000 for bankruptcy advice, and ultimately commencement and prosecution of this case. The Debtor attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Alan R. Smith, Esq. LAW OFFICES OF ALAN R. SMITH 505 Ridge Street Reno, NV 89501 Tel: (775) 786-4579 Fax: (775) 786-3066 E-mail: mail@asmithlaw.com About AT Emerald AT Emerald LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 14-50331) on March 4, 2014, in Reno, Nevada. The Washoe, Nevada-based company disclosed $200 million in assets and less than $541,000 in liabilities. The company has no real property. Its lone major asset is one emerald valued at $200 million, which is categorized under furs and jewelry. Bankruptcy Judge Bruce T. Beesley is assigned to the case. The Debtor is represented by the law offices of Alan R. Smith in Reno. Anthony Thomas, the managing member, owns 100% of the company's stock. ATEBA RESOURCES: Receives Notice of Default on Property Option -------------------------------------------------------------- Ateba Resources Inc. on April 11 disclosed that the Company has received a Notice of Default on its Ashley I and II options which form part of its Larder Lake Group. In this Notice Ateba is advised of a failure to make certain option payments both in cash and unit issuance. Negotiations are underway to make a revised agreement satisfactory to both Ateba and Ashley. Headquartered in Toronto, Canada, Ateba Resources Inc. is a junior exploration company engaged in the acquisition and exploration of mineral properties with interests in both gold and uranium and seeking other opportunities. The Company has been involved in ongoing exploration activities on the Larder Lake Group Property. ATWATER PUBLIC: S&P Revises Outlook on 'BB+' Rating to Positive --------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on its 'BB+' underlying rating (SPUR) on Atwater Public Financing Authority, Calif.'s wastewater revenue bonds, issued for Atwater, to positive from negative. The outlook revision reflects Standard & Poor's assessment of the city's recent revenue-raising enhancements, including an additional electorate-approved half-cent sales tax and sizable multiyear water and sanitation rate increases Standard & Poor's believes will likely result in structurally balanced operations in the general, water, and sanitation funds in fiscal 2014. In the past, these funds have relied on borrowing from the wastewater fund for support. The rating service also affirmed its 'BB+' SPUR on the authority's wastewater revenue bonds, issued for the city. "We believe that it will likely take years for the city to reverse currently negative unrestricted fund balances in the general, water, and sanitation funds and that this will likely result in deferred capital maintenance. Although city officials have taken steps to raise revenue, we believe the measures do not yet adequately address the full repayment of money borrowed from the wastewater fund," said Standard & Poor's credit analyst Scott Sagen. "If these three funds were fully self-supporting and not reliant on the wastewater system for working capital, and if they were to begin to improve current negative unrestricted fund balances, we could raise the rating into the 'BBB' rating category within the outlook's two-year period." The city is obligated to make installment payments to the authority, under its installment sale agreement, from its gross wastewater system revenue for debt repayment. AXION INTERNATIONAL: Delays 2013 Form 10-K ------------------------------------------ Axion International Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b- 25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. On Nov. 15, 2013, Axion International acquired the assets of Y City Recycling, LLC. As a result of this acquisition, the Company moved its executive offices from New Providence, New Jersey, to Zanesville, Ohio. This acquisition also required the company to integrate its accounting and other systems with those of Y City Recycling. In addition, the Company has experienced delays in establishing the fair market value of the assets it acquired. These reasons have delayed the Company's ability to file its Form 10-K within the prescribed time. About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. Axion International incurred a net loss of $5.43 million in 2012, following a net loss of $10.96 million in 2011. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BARRACK'S ROW: Bankruptcy Halts Ex-Owners From Reclaiming Stake --------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that during a hearing held April 2 at the Washington, D.C., bankruptcy court, lawyers for Barrack's Row Entertainment said Chapter 11 would protect the company while its leaders negotiate to lower the debt owed to the former owners. The report said the restaurant chain's investors owe more than $9 million to D.C. restaurateur Xavier Cervera and his partners who sold the restaurants to them in late 2012. Mr. Cervera and other investors who sold the restaurants agreed to be paid over time, and the next payment came due April 1. According to the report, the company's lawyer told Bankruptcy Judge S. Martin Teel Jr. that the sellers could have "taken back their membership interests" in the restaurants once the new owners missed a payment. The Chapter 11 filing prevents the former owners from doing that. WSJ reported that at the April 2 hearing, Judge Teel gave the company permission to continue paying its roughly 200 workers. Barracks Row Ent Group LLC and nine of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D.D.C. Case Nos. 14-00167 to 14-00176) on March 28, 2014. The Debtors estimated assets of $500,000 to $1 million and liabilities of $1 million to $10 million. Yumkas, Vidmar & Sweeney, LLC, serves as the Debtors' counsel. Steyer Lowenthal Boodbrookas Alvarez & Smith LLP is the Debtors' special litigation counsel. Judge Martin S. Teel, Jr., presides over the case. Eight restaurants were placed in Chapter 11 bankruptcy: Park Tavern, Boxcar Tavern, Lola's Barracks Bar & Grill, Molly Malone's, Pacifico Cantina, Senart's Oyster House and the Chesapeake Room. The yet-to-be opened Willie's Brew and 'Que, a barbecue-themed sports bar, were also placed in bankruptcy. BASIC SPORTS: Personal Property to Be Auctioned Off April 22 ------------------------------------------------------------ A public sale will be conducted of the personal and fixture property, including all accounts, inventory, general intangibles (including intellectual property and deposit accounts), investment property and other property of Basic Sports Apparel, Inc., on April 22, 2014, at 11:00 a.m., Central Time (Daylight Savings Time), at the offices of Holland & Knight LLP, 200 Crescent Court, Ste. 1600, Dallas, Texas 75201. This sale is being held to enforce the rights of First Community Financial, a division of Pacific Western Bank, pursuant to an Accounts Receivable and Inventory Security Agreement dated February 18, 2011, among Basic and FCF. The Collateral will be sold to the highest bidder for cash, or outstanding indebtedness in lieu of cash. To be a qualified bidder, a prospective bidder must contact the FCF's counsel at the email address set forth below on or before 5:00 p.m. (CDT) on April 17, 2014, providing current contact information and such adequate assurances of bidder's ability to perform as the FCF may reasonably request. Any prospective bidder must enter into a confidentiality agreement with FCF to be eligible to receive any due diligence materials concerning the Collateral. The highest bidder will be required to deposit the full amount of the bid price in escrow with Holland & Knight LLP by way of a bank wire that is received by Holland & Knight LLP, no later than April 22, 2014, at 5:00 p.m., Central Time (Daylight Savings Time). FCF makes no representations as to the Collateral. All sales will be without recourse or warranty. Interested parties who would like additional information regarding the Collateral, the sale, or the relevant documents concerning the Collateral should contact the attorney for FCF: Brent R. McIlwain, Esq. HOLLAND & KNIGHT LLP 200 Crescent Court, Ste. 1600 Dallas, TX 75201 Tel: (214) 964-9500 Fax: (214) 964-9501 E-mail: brent.mcilwain@hklaw.com BAY AREA FIN'L: May 14 Hearing on Adequacy of Plan Outline ---------------------------------------------------------- Bay Area Financial Corporation submitted to the U.S. Bankruptcy Court for the Central District of California a Disclosure Statement explaining its "Plan of Reorganization/Liquidation". The Debtor proposes an approval hearing on May 14, 2014, at 10:00 a.m. According to Sanford L. Frey, Esq., at Creim Macias Koenig & Frey LLP, on behalf of the Debtor, said that under the Plan, Class 1 consists of secured tax claims, which consists primarily of claims of property taxes on the various real estate parcels owned by the Debtor. Class 2 is a secured claim of Residential Credit Solutions, which holds a senior secured lien against the Ostin Property, which property is now owned by the Debtor. Class 3 is a general class created for secured claims against any additional real estate that the Debtor acquires through foreclosure prior to confirmation of the Plan. Commercial Paper Account Holders are treated in one or more of four classes, i.e. Classes 4, 5, 6 and 7. Class 8 is the existing shareholders who will receive no distribution under the Plan on account of their shares of stock. The sources of all distributions and payments under the Plan will be, among others: 1. available cash; 2. net sale proceeds of the real estate assets; and 3. plan reserves; The Plan also provides that once the liquidation Debtor has sold the assets and real estate assets, the Plan Administrator has fully performed its duties and made all distributions under the Plan, Bay Area may be dissolved for all purposes. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/BAYAREA_ds.pdf About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. Cash on entering Chapter 11 was about $1.4 million, to be supplemented by almost $700,000 from an upcoming property disposition. There is no secured debt, although $141,000 is owing on a priority tax claim. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BAY AREA FIN'L: Can Hire Keller Williams as Sales Agent ------------------------------------------------------- Bankruptcy Judge Thomas Donahue authorized Bay Area Financial Corporation to employ Lisa Gutman of Keller Williams Estates Properties Calabasas as agent. As reported in the Troubled Company Reporter on Feb. 3, 2014, the Debtor wanted Keller Williams to be under the exclusive authorization and right to sell the Debtor's property located at 5734 Ostin Ave, Woodland Hills, California 91367. The Debtor required Keller Williams to: (a) order, analyze and prepare the documentation necessary to place the subject Property in proper position to be listed and advertised for sale; (b) list the Property with the most propitious listing services available, responding to inquiries of purchase, and soliciting reasonable offers for purchase; (c) convey all reasonable offers of purchase to the Debtor, subject to the Debtor's approval, and confirm acceptance of the best offer; and (d) cause to be prepared on behalf of the Debtor and submitted to escrow, any and all documents requiring the endorsement of the Debtor to consummate a sale of the Property. Keller Williams agreed to be employed on commission basis, with commission not to exceed, collectively, 5% of the gross selling price of the Property, or such other compensation as fixed by this Court upon notice and a hearing. The period of employment of Agents shall not exceed 6 months. Ms. Gutman assured the Court that Keller Williams 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. Keller Williams can be reached at: Lisa Gutman KELLER WILLIAMS ESTATES PROPERTIES CALABASAS 23975 Park Sorrento, Suite 110 Calabasas, CA 91302 Tel: (818) 535-0862 E-mail: Lisagutman@aol.com About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BAY AREA FIN'L: Court Okays Creim Macias as Ch. 11 Counsel ---------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California authorized Bay Area Financial Corporation to employ Creim Macias Koenig & Frey, LLP as Chapter 11 counsel, nunc pro tunc to Dec. 9, 2013. As reported in the Troubled Company Reporter on Jan. 20, 2014, the Debtor required Creim Macias to: (a) advise the Debtor with regard to the requirements of the Bankruptcy Court, Bankruptcy Code, Federal Rules of Bankruptcy Procedure, Local Bankruptcy Rules, and the Office of the U.S. Trustee as they pertain to the Debtor; (b) advise the Debtor with regard to certain rights and remedies of its bankruptcy estate and the rights, claims and interests of creditors; (c) assist the Debtor with the negotiation, documentation and any necessary Court approval of transactions disposing of property of the estate; (d) represent the Debtor in any proceeding or hearing in the Bankruptcy Court involving the estate unless the Debtor is represented in such proceeding or hearing by other special counsel; (e) conduct examinations of witnesses, claimants or adverse parties and representing the Debtor in any adversary proceeding except to the extent that any such adversary proceeding is in an area outside Creim Macias' expertise or which is beyond Creim Macias' staffing capabilities; (f) prepare and assist the Debtor in the preparation of reports, applications, pleadings and orders including, but not limited to, applications to employ professionals, interim statements and operating reports, initial filing requirements, schedules and statement of financial affairs, financing pleadings and pleadings with respect to the Debtor's use, sale or lease of property outside the ordinary course of business; (g) assist the Debtor in the negotiation, formulation, preparation and confirmation of a plan of reorganization/liquidation and the preparation and approval of a disclosure statement in respect of the Plan; and (h) perform any other services which may be appropriate in Creim Macias' representation of the Debtor during the Debtor's bankruptcy case. Creim Macias will be paid at these hourly rates: Partners and Of Counsel ----------------------- Sandford L. Frey $595 Stuart I. Koenig $595 Richard C. Macias $595 William B. Creim $595 Associates, Law Clerks and Paralegals ------------------------------------- Kim R. Gundlach $350 Marta C. Wade $275 Kelli Nielsen $175 Creim Macias will also be reimbursed for reasonable out-of-pocket expenses incurred. In connection with its pre-petition services, Creim Macias received the pre-petition retainer from the Debtor in the amount of $61,467. Creim Macias' billing department verified that Creim Macias provided legal services to the Debtor for the immediate billing period prior to the filing of the Chapter 11 petition in the amount of $31,467, which Creim Macias drew down from the pre- petition retainer. From the pre-petition retainer, the amount of $1,213 was also used for the filing fees for this case. As of the petition date, after deducting the forgoing amounts, the balance on the Chapter 11 retainer was $28,787. Sandfordd L. Frey, partner of Creim Macias, 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. Creim Macias can be reached at: Sandford L. Frey, Esq. CREIM MACIAS KOENIG & FREY LLP 633 West Fifth Street, 51st Floor Los Angeles, CA 90071 Tel: (213) 614-1944 Fax: (212) 614-1961 E-mail: sfrey@cmkllp.com About Bay Area Financial Bay Area Financial Corp., a consumer finance company, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 13-38974) on Dec. 9, 2013. The case is assigned to Judge Thomas B. Donovan. The Debtor is represented by Sandford L. Frey, Esq., and Stuart I. Koenig, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. The Debtor disclosed $15,248,851 in assets and $21,239,663 in liabilities as of the Chapter 11 filing. Peter C. Anderson, the U.S. Trustee for Region 16, appointed five members to the Official Committee of Unsecured Creditors. Shulman Hodges & Bastian LLP as general counsel of the Committee. BETSEY JOHNSON: Seeks to Sell Interchange Suit Claim for $85,000 ---------------------------------------------------------------- Betsey Johnson LLC asks the U.S. Bankruptcy Court for the Southern District of New York to approve a private sale to Bowery Opportunity Fund, L.P., of the Debtor's claims in the so-called interchange fee litigation against MasterCard International Incorporated and Visa U.S.A. Inc., free and clear of all liens, claims, encumbrances and interests. On Oct. 20, 2005, a class action case against Visa and MasterCard styled In re: Payment Card Interchange Fee and Merchant-Discount Antitrust Litigation, Case No. 1:05-md-01720-JG-JO, was initiated in the U.S. District Court for the Eastern District of New York. The Interchange Litigation plaintiffs allege, among other things, that the Defendants conspired to unlawfully fix the price of "interchange fees" and other fees charged to merchants for transactions that were processed through the Visa and MasterCard networks. On Dec. 13, 2013, the EDNY approved a settlement agreement in the Interchange Litigation, which established, among other things, a $6.05 billion settlement fund, which will be reduced by up to 25% to account for merchants who excluded themselves from the settlement. Merchants who paid interchange fees to the Defendants between Jan. 1, 2004, and Nov. 28, 2012, which includes the Debtor, may be eligible to receive a payment from this Settlement Fund. As a result of the Settlement, assuming it is not successfully appealed, no class will be certified in the Interchange Litigation. The asset purchase agreement between the Debtor and Bowery provides that Bowery will purchase the asset for $85,000. The Official Committee of Unsecured Creditors supports approval of the sale. About Betsey Johnson New York-based women's fashion retailer Betsey Johnson LLC filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 12-11732) on April 26, 2012, to effectuate a sale of its assets. Formed as B.J. Vines by its namesake, iconic fashion designer Betsey Johnson in 1978, the Debtor sells clothing, footwear, handbags and a signature fragrance through 63 Betsey Johnson retail stores and outlets in the U.S. The Company, which has 400 employees, also sells its products in department and specialty stores worldwide, including Macy's and Lord & Taylor, and online at http://www.betseyjohnson.com/ Non-debtor subsidiaries operate five stores in Canada and one store in England. In 2010, Steven Madden Ltd. a footwear designer and marketer, swapped US$27.4 million of secured debt for ownership of Betsey Johnson's trademarks and intellectual property. The deal satisfied all outstanding debt under a US$50 million term loan used to finance the business' acquisition by Castanea Partners. At the same time, Castanea, the company's majority owner, made a new capital investment of US$3 million as part of the deal with Madden. Betsey Johnson estimated assets and debts of US$10 million to US$50 million as of the Chapter 11 filing. The Debtor tapped the law firm of Goulston & Storrs, as counsel; Togut, Segal & Segal, LLP, as co-counsel; and Donlin Recano & Company as claims and notice agent. The petition was signed by Jonathan Friedman, chief financial officer. Hahn & Hessen LLP serves as the Official Committee of Unsecured Creditors' counsel. In May 2012, Betsey Johnson received court approval to begin liquidation after the Debtor failed to attract going concern bidders. Liquidators Gordon Brothers Group Inc. and Hilco Merchant Resources LLC offered the top bid for the right to run the chain's going-out-of-business sales. The bid will bring the Debtor about $5.2 million immediately, and more money could trickle in to pay off its debts if the liquidation effort brings in more money than expected. Hilco is represented by Chris L. Dickerson, Esq., at DLA Piper LLP (US). Counsel for Steven Madden, Ltd., is Neil Herman, Esq., at Morgan, Lewis & Bockius LLP. Counsel for First Niagara Commercial Finance, Inc., the DIP Lender, is James C. Fox, Esq., at Ruberto, Israel & Weiner. Judge Robert E. Grosman has scheduled a confirmation hearing on Betsey Johnson LLC's Chapter 11 plan of liquidation to commence on April 8, 2014, at 10:00 a.m. (Prevailing Eastern Time). The judge set April 1, 2014, at 5:00 p.m., as the deadline for submitting objections to confirmation of the Plan. BIOFUELS POWER: Delays Form 10-K for 2013 ----------------------------------------- Biofuels Power Corporation filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the period ended Dec. 31, 2013. The Company said its financial statements for the year ended Dec. 31, 2013, are not yet ready for distribution as a result of recent measures the Company has taken with regard to its long-term agreements which may affect subsequent events footnotes. Biofuels Power Humble, Tex.-based Biofuels Power Corporation is a distributed energy company that is pioneering the use of biodiesel to fuel small electric generating facilities that are located in close proximity to end-users. BPC's first power plant is currently located near Houston, Texas in the city of Oak Ridge North. Biofuels Power disclosed net income of $342,456 on $0 of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.28 million on $0 of revenue during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.21 million in total assets, $5.91 million in total liabilities and a $4.70 million total stockholders' deficit. Clay Thomas, P.C., in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered significant losses and will require additional capital to develop its business until the Company either (1) achieves a level of revenues adequate to generate sufficient cash flows from operations; or (2) obtains additional financing necessary to support its working capital requirements. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CATASYS INC: Incurs $4.7 Million Net Loss in 2013 ------------------------------------------------- Catasys, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues during the prior year. The Company's balance sheet at Dec. 31, 2013, shows $2.62 million in total assets, $20.66 million in total liabiities and a $18.04 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, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[W]e currently expend cash at a rate of approximately $500,000 per month, excluding non-current accrued liability payments. We also anticipate cash inflow to increase during 2014 as we continue to service our executed contracts. We expect our current cash resources to cover expenses into June 2014; however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. We are in need of additional capital and while we are currently in discussions with our existing stockholders regarding additional financing there is no assurance that additional capital can be raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/wjbq95 About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. CHESAPEAKE ENERGY: S&P Assigns 'BB-' Rating to $3BB Sr. Notes ------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' issue-level rating and '3' recovery rating to Oklahoma City, Okla.-based oil and gas exploration and production (E&P) company Chesapeake Energy Corp.'s proposed $3 billion senior unsecured notes. The notes are to be issued in three series, with maturities in 2019, 2022, and 2026. S&P's '3' recovery rating on this debt indicates its expectation for a meaningful (50% to 70%) recovery in the event of a default. The 'BB-' corporate credit rating on Chesapeake Energy remains unchanged. The outlook is positive. The company plans to use proceeds from the offering to repay existing borrowings, including debt for which it plans to initiate a tender offering. S&P believes that completion of the planned refinancings would benefit Chesapeake's debt profile, by extending maturities and lowering borrowing costs. S&P's ratings on Chesapeake Energy reflect its "satisfactory" business risk and "aggressive" financial risk profile assessments on the company. Chesapeake Energy is among the largest E&P companies in the world. It operates in a number of the most productive U.S. basins, and its cost position is benefiting from various initiatives to improve operating efficiency. Its production remains weighted toward natural gas -- pricing of which remains relatively depressed -- but it has been meeting with success in boosting its production of oil and natural gas liquids. Chesapeake Energy's cash flow to leverage is aggressive, owing to past growth-related investment that substantially exceeded internal cash flow. Over the past year, the company has brought capital spending more closely in line with operating cash flow, and management has articulated an objective of reducing debt substantially, in part through using the proceeds of planned asset sales. Standard & Poor's rating outlook on Chesapeake Energy Corp. is positive. The rating could be raised within the next year if S&P came to expect that debt reduction through asset sales would be sufficient for the company to sustain debt to EBITDA of less than 3x. Based on S&P's current expectations for oil and gas prices and Chesapeake's production levels and operating costs, this likely would entail debt reduction of at least several billion dollars. Over a longer timeframe, the rating could also be raised if Chesapeake demonstrated further progress in improving its operating efficiency. On the other hand, S&P could revise the outlook to stable if it came to expect that significant deleveraging would not be forthcoming, given some combination of a failure to complete asset sales, operating setbacks, or a growth strategy that was more aggressive than S&P now anticipates. Ratings List Chesapeake Energy Corp. Corporate Credit Rating BB-/Positive/-- New Rating Chesapeake Energy Corp. $3 bil senior unsecured notes BB- Recovery Rating 3 COLDWATER CREEK: Plans Hilco/Gordon-Led Auction on May 1 -------------------------------------------------------- To liquidate their business as expeditiously as possible, Coldwater Creek Inc., et al., intend to conduct chain-wide store closing sales through the retention of a professional liquidator. The Debtors believe that commencing store closing sales prior to the Mother's Day weekend, which historically is a peak sales time for the Debtors, will maximize value for the Debtors' estates while minimizing the administrative expenses incurred in the chapter 11 cases. Pursuant to their postpetition financing agreement and the plan support agreement, the Debtors have agreed to commence the store closing sales no later than May 8, 2014. Prepetition, the Debtors, in consultation with their secured lenders, solicited bids from seven liquidators. The Debtors and their advisors then ran a process to identify the highest and best bid that would also be willing to serve as the stalking horse bidder, subject to a subsequent auction process. The joint venture comprised of Hilco Merchant Resources, LLC and Gordon Brothers Retail Partners, LLC, provided the best offer thus far. Unless outbid at an auction, the Hilco/Gordon JV will serve as the Debtors' exclusive agent to (a) sell all of the merchandise located at all of the Debtors' retail locations and, if requested by the JV, through catalog and e-commerce platforms and (b) dispose of any owned fixtures, furnishings and equipment in the Debtors' retail locations, distribution center, call center and corporate offices. The JV will commence the store closing sales on or prior to May 8, 2014 and expects to end the store closing sales on or about Aug. 31, 2014. The JV will operate no more than 100 stores after July 31, 2014. The JV will guarantee the Debtors' receipt of 97% (subject to certain potential adjustments) of the cost value of the merchandise included in the sale. The cost value of such merchandise is estimated to be between $90 million and $100 million. To the extent that proceeds exceed the sum of the guaranteed amount and expenses of the Sale, all remaining proceeds shall be paid first to pay the agency fee and next will be shared with 50% going to the Debtors and 50% going to the stalking horse. The JV will receive as a fee 8.5% of the aggregate cost value of the merchandise. Given the desire to wind-down the Debtors' business expeditiously and minimize administrative expenses, on the one hand, and their desire to ensure a fair and transparent opportunity for all potentially interested parties to participate in the sale process, on the other hand, the Debtors and their advisors will seek to hold an auction in May. The Debtors propose these timeline: Date ---- Bid Procedures Hearing April 23, 2014 Submission Deadline for Materials to Become Qualified Bidder April 28, 2014 Submission Deadline for Qualified Bids April 28, 2014 Auction May 1, 2014 Store Closing Approval Hearing May 6, 2014 Consummation of Sale May 6, 2014 The Debtors accordingly ask the Bankruptcy Court for authority to enter into the Agency Agreement, dated as of April 11, 2014, with the joint venture comprised of Hilco and Gordon Brothers, and approve the proposed bidding procedures. The Debtors also request authority to pay the Hilco/Gordon JV a break up fee (equal to 1.5% of the guaranteed amount) and provide for an expense reimbursement that will be payable to the JV in the event of an alternative transaction (whether with another party serving as liquidating agent, as a going concern buyer, or otherwise). The Debtors are requesting an April 22 deadline for filing objections and April 23 hearing for the bidding procedures. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. COLDWATER CREEK: Rejecting Groupon Merchant Contract ---------------------------------------------------- Coldwater Creek Inc., et al., are asking a bankruptcy judge in Delaware to approve the rejection of a Groupon Merchant Agreement with Groupon, Inc., nunc pro tunc to the Petition Date. The Debtors have determined that their estates would be best served by avoiding the burdens associated with the Debtors' continued performance under the Contract, which was entered into by and between Debtor CWC Rewards Inc. and Groupon on Nov. 15, 2013, for the provision of general promotional advertising and marketing services. Because the Debtors are seeking to liquidate their business as expeditiously as possible, these services are no longer necessary. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. COLDWATER CREEK: Proposes Prime Clerk as Claims Agent ----------------------------------------------------- Coldwater Creek Inc., et al., ask the Bankruptcy Court for approval to employ Prime Clerk LLC as claims and noticing agent in the chapter 11 cases. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of 20,000 entities to be noticed in the chapter 11 cases. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Senior Case Manager $210 Case Manager $180 Analyst $150 Technology Consultant $135 Clerk $45 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Director of Solicitation $235 Solicitation Analyst $210 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing and no charge for e-mail noticing. Hosting of the case Web site is free of charge and on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $5,000. The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. COMMUNITY HOME: Miss. Man Indicted In $9 Million Bankruptcy Fraud ----------------------------------------------------------------- Jeff Amy, writing for The Associated Press, reported that a Jackson, Mississippi man was indicted on charges that he defrauded his bankrupt business of more than $9 million. According to the report, William "Butch" Dickson faces charges in U.S. District Court in Jackson. The 58-year-old is being held without bond in Mississippi, and a court appearance has been set. Federal prosecutors say that after Dickson's company, Community Home Financial Services, filed for Chapter 11 bankruptcy protection, he wired nearly $9.1 million from company accounts to a bank in Panama, the AP related. Prosecutors say he also sent mortgage checks the company had collected to Central America. Prosecutors said Dickson was expelled from Panama on March 12, arrested on his return to the United States, and ordered held without bond by a U.S. magistrate judge in Miami, the AP report further related. The indictment charges Dickson with six counts of bankruptcy fraud, six counts of bank fraud and five counts of wire fraud, the report said. He could face decades in prison and millions of dollars in fines. Prosecutors also want him to forfeit the money in question. 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. CORNERSTONE HOMES: Place and Arnold Okayed as Trustee's Counsel --------------------------------------------------------------- The Bankruptcy Court authorized Michael H. Arnold, Chapter 11 trustee for Cornerstone Homes, Inc., to employ the firm of Place and Arnold as his counsel. Mr. Arnold is a partner at Place and Arnold, 27 Pleasant Street, Fairport, New York City. Place and Arnold is expected to assist the Chapter 11 trustee to sell parcels of real property. In addition, Place and Arnold will assist the trustee in the filing of motions, responding to motions by various parties in interest, dealing with claims objections, appearances related to the motions and objections and similar legal services. According to the Chapter 11 trustee, his firm will charge a maximum hourly rate of $295. However simple residential real estate closings, without any complications, will be completed at a flat rate of $500 per parcel. Place and Arnold will also be reimbursed for any necessary expenses. To the best of the Chapter 11 trustee's knowledge, Place and Arnold does not have interest materially adverse to the bankruptcy estate. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. CORNERSTONE HOMES: Ch.11 Trustee Can Hire Bailey as Accountant -------------------------------------------------------------- The Hon. Paul R. Warren of the U.S. Bankruptcy Court for the Western District of New York authorized Michael H. Arnold, the Chapter 11 trustee for the bankruptcy case of Cornerstone Homes Inc., to employ Bailey, Carr & Co. as its accountant. The Chapter 11 Trustee said it may need the assistance of an accountant to examine the books of the Debtor, help in the preparation of monthly operating reports and possibly provide additional forensic accounting services related to the Debtor's prior accounting practices. The Chapter 11 Trustee assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as the Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. CORNERSTONE HOMES: Panel Can Hire Getzler as Financial Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of New York authorized the Official Committee of Unsecured Creditors of Cornerstone Homes, Inc., to retain Getzler Henrich & Associates LLC as financial advisor, nunc pro tunc to Dec. 13, 2013. As reported in the Troubled Company Reporter on Jan. 2, 2014, the Committee required Getzler Henrich to: (a) review all financial information prepared by Debtor or its accountants and financial advisors, if any, as requested by the Committee, including but not limited to, a review of the Debtor's current and prior years' audited financial statements and tax returns, showing in detail all assets and liabilities, priority and secured creditors, and the movement of assets and liabilities; (b) review and comment on the Debtor's activities regarding cash expenditures and projected cash requirements, including reviewing the Debtor's periodic operating and cash flow statements; (c) analyze the business and transactions between the Debtor and its affiliates and insiders; (d) review the Debtor's books and records for related party transactions, potential preferences, fraudulent conveyances, and other possible sources of recovery; (e) investigate the prepetition acts, conduct, property, liabilities, and financial condition of the Debtor, including the Debtor's operation of its business; (f) review and analyze proposed transactions, including the sale of assets, for which the Debtor seeks court approval; (g) assist the Committee's counsel in monitoring Debtor's litigation activity, economic impact, and proposed resolutions thereof; (h) review any plans of reorganization suggested or proposed by the Debtor; (i) attend hearings, meetings of the Committee, Debtor, other creditors, and their respective advisors, if required; and (j) perform other analyses as requested and deemed necessary by the Committee and the Committee's counsel. For its professional services, Getzler Henrich has voluntarily discounted its standard billing rates by approximately 28%, with the hourly rates for Mr. Furman and Ms. Kaufman being reduced to $385 per hour. The hourly rates for the professionals working on this matter are based on each person's level of expertise and experience. As set forth in the Engagement Letter, Getzler Henrich's blended rate for this matter will not exceed $290 per hour. Getzler Henrich will also be reimbursed for reasonable out-of- pocket expenses incurred. Peter A. Furman, managing director of Getzler Henrich, 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. Getzler Henrich can be reached at: Peter A. Furman GETZLER HENRICH & ASSOCIATES LLC 295 Madison Ave, 20th Floor New York, NY 10017 Tel: (212) 697-2400 E-mail: pfurman@getzlerhenrich.com About Cornerstone Homes Cornerstone Homes Inc. is based in Corning, New York and is engaged in the business of buying, selling and leasing single family homes in the State of New York, with such properties primarily located in the South Central and South Western portions of the State. Cornerstone Homes Inc., filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-21103) on July 15, 2013, in Rochester alongside a reorganization plan already accepted by 96 percent of unsecured creditors' claims. The Debtor disclosed assets of $18,561,028 and liabilities of $36,248,526. Four secured lenders with $21.8 million in claims are to be paid in full under the plan. Unsecured creditors -- chiefly noteholders with $14.5 million in claims -- will have a 7 percent recovery. Judge Paul R. Warren presides over the case. Curtiss Alan Johnson, Esq., and David L. Rasmussen, Esq., at Davidson Fink, LLP, in Rochester, N.Y., serve as the Debtor's counsel. The Debtor has tapped GAR Associates to appraise a selection of its properties to support the Debtor's liquidation analysis. The Official Committee of Unsecured Creditors is represented by Gregory J. Mascitti, Esq., at LeClairRyan PC. The Committee retained Getzler Henrich & Associates LLC as financial advisor. Cornerstone Homes Inc. delivered to the Bankruptcy Court a First Amended Plan of Reorganization and explanatory Disclosure Statement on Jan. 3, 2014. The Amended Plan supersedes the Plan Cornerstone prepared prior to filing for bankruptcy. The Debtor intends to liquidate properties over a period of time, so as to achieve maximum recovery for the creditors while avoiding a deleterious affect on the housing market. The Plan provides for a distribution of $1 million as an Unsecured Distribution Amount. Owner David Fleet will pledge up to $1 million to fund distributions under the Plan. It also provides for the distribution of the stock in the Reorganized Debtor to holders of Allowed Unsecured Noteholder Claims under Class 5. The Class 5 Claimants are expected to receive 7% plus distribution of stock on the Distribution Date. The Claimants are impaired and entitled to vote on the Plan. No hearing was slated to consider the Amended Plan documents. Instead, the Court accepted the request of the Committee to appoint a Chapter 11 trustee to replace management. The Court approved the appointment of Michael H. Arnold, Esq., as the Chapter 11 trustee. He is represented by his law firm, Place and Arnold as his counsel. COVIS PHARMA: Moody's Affirms 'B3' CFR & Alters Outlook to Pos. --------------------------------------------------------------- Moody's Investors Service affirmed Covis Pharma Holdings S.a.r.l.'s B3 Corporate Family Rating, Probability of Default Rating and bank facility. At the same time, Moody's revised Covis' rating outlook to positive from stable. Ratings affirmed: Covis Pharma Holdings S.a.r.l. B3 Corporate Family Rating B3-PD Probability of Default Rating B3 (LGD4, 50%) senior secured term loan B3 (LGD4, 50%) senior secured revolving credit facility The outlook change reflects successful integration of products acquired from Sanofi in 2013, and potential cash flow expansion from the Lanoxin franchise. Ratings Rationale The B3 rating of Covis Pharma Holdings S.a r.l. reflects its extremely small scale in the U.S. pharmaceutical market, with less than $100 million of 2013 revenue. The rating also reflects expectations of high concentration in its top 3 products at over 65% in 2013 and likely to be above 60% in 2014. Revenues are geographically concentrated within the US market, in which Covis owns exclusive distribution rights to its products. Many products in Covis' portfolio are not promoted and generally face declining volume trends. Covis will pursue price optimization on certain products, but these actions will be partially offset by additional volume pressure. Covis also does limited product development. That said, Covis faces substantial upside opportunity in Lanoxin, a cardiovascular product. Covis recently launched new dosages in a branded version with a cardio focused sales force, and has also launched an authorized generic in the older doses. Success in these launches could significantly improve Covis' EBITDA and cash flow, providing opportunities for deleveraging or business development. Covis has very high operating margins and net profit margins are very high, owing to a limited expense base and low tax rate. A significant portion of its EBITDA as a result converts to free cash flow. Moody's expect Covis' growing cash balance and strong cash flow will be used mostly to fund acquisitions and debt repayment, although special dividends cannot be ruled out. Debt/EBITDA of 2.6 times as of December 31, 2013 (using Moody's adjustments) provides flexibility for such initiatives at the current rating level. Business development could be credit- positive by improving the company's scale and diversity, but the full impact on the credit profile will also depend on the degree of leverage used to fund any acquisitions. The rating outlook is positive, reflecting the potentially significant EBITDA and cash flow expansion from the new Lanoxin product launches. The ratings could be upgraded if new launches in the Lanoxin franchise are successful and if Covis sustains debt/EBITDA below 4.0 times while improving its scale and diversity. Conversely, the ratings could be downgraded if the company faces a material operating issue affecting core products, or faces any significant deterioration in its liquidity profile. Covis Pharma Holdings S.a r.l. is a privately-held specialty pharmaceutical company offering products sold in the US pharmaceutical market. Covis reported net sales of approximately $93 million in 2013, including approximately nine months of sales for products acquired from Sanofi in March 2013. Covis is majority-owned by Cerberus Capital Management. CUI GLOBAL: Incurs $1.7 Million Net Loss in 2013 ------------------------------------------------ CUI Global, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss allocable to common stockholders of $1.75 million on $60.65 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss allocable to common stockholders of $2.52 million on $41.08 million of total revenue for the year ended Dec. 31, 2012. CUI Global incured a net loss allocable to common stockholders of $48,763 in 2011. As of Dec. 31, 2013, the Company had $95.23 million in total assets, $24.73 million in total liabilities and $70.49 million in total stockholders' equity. As of Dec. 31, 2013, CUI Global held Cash and cash equivalents of $16,575,508 and investments of $10,868,961. About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. D & L ENERGY: Court Approves Epiq as Administrative Advisor ----------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized D & L Energy Inc. and its debtor-affiliates to employ Epiq Bankruptcy Solutions LLC as their administrative advisor. The firm's claims and noticing rates: clerical/administrative support $35-$50 case manager $60-$95 IT/Programming $80-$150 Senior Case Manager $100-$140 Director of Case Management $150-$225 Case Analyst $75-$125 Consultant/Senior Consultant $160-$195 Director/Vice President Consulting $250 Communications Counselor $295 Executive Vice President $325 Benjamin L. Schneider of Epiq Bankruptcy Solutions LLC assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. The Debtor disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. Resource Land Holdings emerged as the winning bidder for the substantially all of the Debtor's assets. Resource Land offered to buy the assets for $20.4 million. D & L ENERGY: Committee Can Hire David Wehrle as Fin'l Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized the Official Committee of Unsecured Creditors for the Chapter 11 case of D & L Energy Inc. and its debtor-affiliates to retain David Wehrle of BBP Partners LLC, as its financial advisor. The Committee expected Mr. Wehrle to: a) review and analyze the Debtors' historical financial results and future projections, and assisting the Committee in assessing the Debtors' current financial condition; b) analyze the financial ramifications of proposed transactions for which the Debtors seek Bankruptcy Court approval including, but not limited to, assumption and assignment of executory contracts, sale of Debtors' assets, and any plan of reorganization; c) advise the Committee regarding strategic options available for the Debtors' business operations and assets; d) review and evaluate asset sale proposals and any plan of reorganization filed by the Debtors; e) review, analyze and investigate potential fraudulent transfer claims and other causes of action that the Committee may have against Debtors and other parties in interest; f) attend and advise at meetings with the Committee, its counsel and representatives of the Debtors; and g) provide such other financial advisory services as may be requested by the Committee and agreed upon by Mr. Wehrle. Mr. Wehrle will be paid $300 per hour for services rendered. The Committee assured the Court that the Mr. Wehrle is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. Mr. Wehrle may be reached at: David Wehrle BBP Partners Eaton Center 1111 Superior Ave., Suite 1111 Cleveland, OH 44114 Tel: (216) 771-1250 E-mail: dwehrle@bbppartners.com About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. D&L disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. Resource Land Holdings emerged as the winning bidder for the substantially all of the Debtor's assets. Resource Land offered to buy the assets for $20.4 million. D & L ENERGY: Panel Gets Court Approval to Hire Roetzel & Andress ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Ohio authorized the Official Committee of Unsecured Creditors for the Chapter 11 case of D & L Energy Inc. and its debtor-affiliates to retain Roetzel & Andress LPA as its legal counsel. Among other things, the Committee expected the firm to: a) advise the Committee with respect to its rights and duties under section 1103 of the Bankruptcy Code; b) consult with the Debtors concerning the administration of the estates; c) attend meetings and negotiate with representatives of the Debtors and other parties in interest and advise and consult on the conduct of these chapter 11 cases; d) represent the Committee at hearings and other proceedings; and e) advise the Committee in connection with any proposed future sales of the assets and the currently pending sale of the Debtors' assets; Sherri L. Dahl, Esq., partner at the firm, charges $475 per hour for services rendered. The firm's customary hour rates: associates, of counsel, and partners $175-$625 paraprofessionals $80-$170 The Committee assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm may be reached at: Sherri L. Dahl, Esq. ROETZEL & ANDRESS LPA 1375 East Ninth Street One Cleveland Center, 9th Floor Cleveland, OH 44114 Tel: 216-820-4241 Fax: 216-623-0134 E-mail: sdahl@ralaw.com About D & L Energy D & L Energy, Inc., based in Youngstown, Ohio, was formed by David DeChristofaro, Ben Lupo, and James Beshara in 1986 to be a conventional oil and gas well operator and producer, primarily targeting oil and gas reserves in the Clinton Sandstone formation throughout Northeast Ohio and Northwest Pennsylvania. D&L currently has three (3) shareholders, Ben Lupo (80.76% shareholder), Susan Faith (15% shareholder), and Holly Serensky Lupo (4.24% shareholder). Nicholas C. Paparodis is the acting CEO and President of D&L. Kathy Kaniclides is the acting Secretary and Treasurer of D&L. Currently, Serensky Lupo is the sole director of D&L. Petroflow, Inc., is an Ohio corporation which is a wholly owned subsidiary of D&L. Originally intended to operate as the "drilling arm" of D&L, Petroflow ceased all operations prior to the filing of these bankruptcy matters. Petroflow has no current income, no bank accounts, and no employees. Paparodis is the president, CEO and sole director of Petroflow. D&L and Petroflow filed for Chapter 11 bankruptcy (Bankr. N.D. Ohio Lead Case No. 13-40813) on April 16, 2013. Judge Kay Woods oversees the case. D&L disclosed in its amended schedules, $40,615,677 in assets and $6,187,217 in liabilities as of the Chapter 11 filing. Brian T. Angeloni, Esq., Kathryn A. Belfance, Esq., Steven Heimberger, Esq., and Todd A. Mazzola, Esq., at Roderick Linton Belfance, LLP, serve as the Debtors' counsel, and Walter Haverfield, LLP, is the environmental counsel. SS&G Parkland Consulting, LLC, serves as financial advisor and investment banker. Sherri Lynn Dahl, Esq., and Peter R. Morrison, Esq., at Squire Sanders (US) LLP, have been tapped as counsel to the official committee of unsecured creditors. BBP Partners LLC serves as the panel's financial advisors. Resource Land Holdings emerged as the winning bidder for the substantially all of the Debtor's assets. Resource Land offered to buy the assets for $20.4 million. DOT RESOURCES: Won't Meet April 30 Financial Filing Deadline ------------------------------------------------------------ DOT Resources Ltd. on April 11 disclosed that it will not be able to file its annual audited financial statements, management's discussion and analysis and CEO and CFO certificates by the filing deadline of April 30, 2014 as prescribed by National Instrument 51-102 - Continuous Disclosure Obligations. This is due to a current lack of funds to remunerate the Corporation's auditors. Don McKechnie, DOT's Chief Financial Officer explained, "As DOT is a junior exploration corporation with no current sources of revenue, it must generate cash flow to meet its obligations through the sale of common shares. To date, DOT has not been successful in raising the funds necessary to remunerate its auditors in time to complete and file the 2013 Annual Audited Financial Statements by April 30, 2014. DOT is currently in discussion with a number of parties that could provide the Corporation with potential sources of funding. We anticipate this process will be successful such that DOT can complete and file its 2013 Annual Audited Financial Statements by the end of June 2014." Until DOT completes the filing of the 2013 Annual Audited Financial Statements, DOT will comply with the alternative information guidelines set out in National Policy 12-203 - Cease Trade Orders for Continuous Disclosure Defaults for issuers who have failed to comply with a specified continuous disclosure requirement within the times prescribed by applicable securities laws. The guidelines, among other things, require DOT to issue bi-weekly default status reports by way of a news release so long as the 2013 Annual Audited Financial Statements have not been filed. DOT has made an application to the applicable regulatory authorities for a management cease trade order. There is no certainty that such order will be granted. If a MCTO is granted, the general investing public will still be able to trade DOT listed common shares, however, the Corporation's Chief Executive Officer, Chief Financial Officer and such other directors, officers and persons as determined by the applicable regulatory authorities, will not be able to trade DOT shares. If a MCTO is not granted, the applicable regulatory authorities may issue a cease trade order against DOT for failure to file the 2013 Annual Audited Financial Statements within the prescribed time period. About DOT DOT -- http://www.dotresourcesltd.com-- is a Canadian corporation focused on exploration and development of its copper properties in central British Columbia. DOT shares trades on the TSX Venture Exchange under the symbol DOT. DOTS LLC: FTI Consulting Okayed as Panel's Financial Advisor ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Dots, LLC, et al., to retain FTI Consulting, Inc. as its financial advisor nunc pro tunc to Feb. 6, 2014. As reported in the Troubled Company Reporter on April 8, 2014, FTI Consulting will provide financial advisory services to the Committee and its legal advisor as they deem appropriate and feasible in order to advise the Committee in the course of these chapter 11 cases. FTI's services include but are not limited to: (a) assistance in the review of financial related disclosures required by the Court, including the Schedules of Assets and Liabilities, the Statement of Financial Affairs and Monthly Operating Reports; (b) assistance in the preparation of analyses required to assess any proposed Debtor-In-Possession ("DIP") financing or use of cash collateral; and (c) assistance with the assessment and monitoring of the Debtors' short term cash flow, liquidity, and operating results. FTI Consulting will be paid at these hourly rates: Senior Managing Directors $800-$925 Directors/Managing Directors $580-$765 Consultants/Senior Consultants $300-$550 Administrative/Paraprofessionals/ $125-$250 Associates FTI Consulting will also be reimbursed for reasonable out-of- pocket expenses incurred. Samuel Star, senior managing director of FTI Consulting, 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. About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. The Debtors disclosed $51,574,560 in assets and $85,442,656 in liabilities as of the Chapter 11 filing. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. Otterbourg P.C. serves as counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. DOTS LLC: Hilco Streambank Okayed as IP Disposition Consultant -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey allowed Dots, LLC, et al., to employ Hilco IP Services LLC, dba Hilco Streambank, as intellectual property disposition consultant. As reported in the Troubled Company Reporter on April 8, 2014, Hilco Streambank will provide these services: (a) Collection and Securing of Intellectual Property. Hilco Streambank will assist the Debtors in collecting and securing their intellectual property assets; (b) Marketing and Selling Intellectual Property. Hilco Streambank will actively market the Debtors' intellectual property assets, and subject to court approval, conduct a sales process aimed at maximizing the value of the assets for the Debtors and its creditor constituents; and (c) Intellectual Property Transfers. Hilco Streambank will assist the Debtors as may be necessary with the transfer of intellectual property assets to the buyer or buyers offering the highest consideration for such assets. Hilco Streambank will be compensated on these terms: Net Consideration Amount Commission Rate ------------------------ --------------- Up to $500,000 10% $500,001 to $1,000,000 12.5% More than $1,000,000 15% Hilco Streambank will also be entitled to reimbursement by the Debtors for any reasonable out of pocket expenses incurred in connection with the marketing and disposition of the intellectual property assets, up to a maximum aggregate amount of $5,000. Jack Hazan, executive vice president of Hilco Streambank, 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. About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. The Debtors disclosed $51,574,560 in assets and $85,442,656 in liabilities as of the Chapter 11 filing. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. Otterbourg P.C. serves as counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. DOTS LLC: Creditors Have Until May 27 to File Proofs of Claim ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of New Jersey established May 27, 2014, at 5:00 p.m. as the deadline for any individual or entity to file proofs of claim against Dots, LLC, et al. The Court also set July 21, at 5:00 p.m., as the deadline for governmental units to file proofs of claim. Proofs of claim must be submitted to the Debtors' claims and noticing agent: if by regular mail: Donlin Recano & Company, Inc. RE: Dots, LLC, et al., P.O. Box 2008 Murray Hill Station New York, NY 10156 if express delivery, hand delivery or other courier: Donlin Recano & Company, Inc. RE: Dots, LLC, et al. 419 Park Avenue South, suite 1206 New York, NY 10016 About DOTS LLC Dots is a retailer of fashionable clothing, accessories, and footwear for price-conscious women. Dots provides missy and plus size choices to fashion savvy 25 to 35 year old women at approximately 400 retail stores throughout the Midwest, East, and South United States. Dots' workforce includes 3,500 individuals in their stores, distribution center, and corporate headquarters. Dots, LLC, and its affiliates sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14-11016) on Jan. 20, 2014, to sell some or all of their assets. Lowenstein Sandler LLP serves as counsel to the Debtors. PricewaterhouseCoopers LLP is financial advisor and investment banker. Donlin, Recano & Company, Inc., is the claims and notice agent. As of the Petition Date, the Debtors have outstanding secured debt owed to senior lender Salus Capital Partners, LLC, of which $14.5 million remains outstanding under a revolving facility and $16.1 million is owed under a term facility. The Debtors also have not less than $17 million outstanding under subordinated term loan agreements with Irving Place Capital Partners III L.P. ("IPC") and related entities. Moreover, the Debtors have aggregate unsecured debts of $47.0 million. The Debtors disclosed $51,574,560 in assets and $85,442,656 in liabilities as of the Chapter 11 filing. Salus, the prepetition senior lender and the DIP lender, is represented by Morgan, Lewis & Bockius, LLP. The prepetition subordinated lenders are represented by Okin Hollander & DeLuca, LLP. The Company has arranged to borrow $36 million to keep operating as it reorganizes under court protection. Otterbourg P.C. serves as counsel to the Official Committee of Unsecured Creditors; and FTI Consulting, Inc., serves as its financial advisor. EAST LIVERPOOL: Moody's Lowers Long-term Bond Rating to 'Ba3' ------------------------------------------------------------- Moody's Investors Service has downgraded to Ba3 from Ba1 the long- term bond rating assigned to East Liverpool City Hospital's (ELCH) $8.0 million of outstanding bonds issued by the City of East Liverpool, Ohio. The rating outlook remains negative. Summary Rating Rationale: The downgrade to Ba3 from Ba1 reflects ELCH's very weak financial performance in FY 2013 and material 16% decline in unrestricted cash and investments from the prior year. Financial performance in FY 2013 was significantly off budget. The negative rating outlook reflects our expectation that ELCH will continue to operate with large losses that will result in further reductions in liquidity in FY 2014. ELCH's unrestricted cash balances are favorable compared to the medians at the this rating category, although ELCH's weak business fundamentals are consistent with a lower rating. Moody's note favorably that ELCH recently signed a letter of intent for a full asset merger with Humility of Mary Health Partners (part of Catholic Health Partners, rated A1, stable). However, inability to finalize the merger could result in additional rating pressure. Challenges -- Unrestricted cash and investments declined a material 16% in FY 2013, to $48.8 million from $58.3 million at FYE 2012. -- When including financial losses at the physician division, ELCH's operating losses totalled $6.0 million (-10.1% margin) in FY 2013, and the organization was unable to generate positive cash flow (-0.8% margin). FY 2013 marked the eighth consecutive year of operating losses, and the hospital has not generated break-even performance from operations since FY 2005 and relies heavily on investment income to support operations. -- Patient volumes declined dramatically in FY 2013, with inpatient admissions down 17%. Observation days declined by 15%. -- ELCH is located in an area with below average demographics as indicated by declining population, high unemployment relative to state and national averages, and low median income levels results in a high dependence on governmental payers (Medicare, Medicaid, and self-pay payers account for 72% of the hospital's gross revenues). Strengths -- Although cash declined materially as of FYE 2013, ELCH's liquidity remained adequate at $48.8 million (292 days cash on hand). -- ELCH has a relatively low debt-load, with absolute debt of $30.6 million and cash-to-debt adequate at 160%; ELCH's debt profile consists of 65% variable rate demand debt which poses put risk and accelerated payment risk, although cash-to- demand debt is strong at 287%. Outlook The negative rating outlook reflects our expectation that ELCH will continue to operate with large losses reduce liquidity in FY 2014. What Could Make The Rating Go UP Given ELCH's multi-year trend of large operating losses and reduction in liquidity, and our expectation that this will continue in FY 2014, a rating upgrade in the near term is unlikely. However, a rating upgrade could occur if ELCH is successfully merged into HMHP and the debt is either guaranteed by HMHP or if ELCH becomes part of the HMHP obligated group. What Could Make The Rating Go DOWN A rating downgrade could occur if ELCH is unable to complete the merger process with HMHP or another partner. A rating downgrade could also occur if ELCH experiences additional declines in liquidity or is unable to be cashflow positive in FY 2014. A failure to meet financial covenants in FY 2014 could also drive a rating downgrade. The principal methodology used in this rating was Not-for-Profit Healthcare Rating Methodology published in March 2012. EASTCOAL INC: Creditors to Consider BIA Proposal on April 22 ------------------------------------------------------------ EastCoal Inc. on April 11 disclosed that in connection with its restructuring proceedings under the Bankruptcy and Insolvency Act (Canada) the Company filed a proposal to its creditors on April 10, 2014. A meeting of creditors to consider the Proposal has been convened for April 22, 2014 at 10:00 am (PDT) at the offices of Deloitte Restructuring Inc., 2800-1055 Dunsmuir Street, Vancouver, British Columbia. A copy of the Proposal (together with a notice of the meeting of creditors to consider the Proposal), the report of Deloitte Restructuring Inc. on the Proposal and certain related materials were mailed to known creditors of the Company by the Proposal Trustee, on April 11, 2014. These documents are available on the website of the Proposal Trustee at www.deloitte.com/ca/eastcoal Inquiries regarding the Proposal or the Creditors' Meeting and related matters should be directed to the Proposal Trustee (Paul Chambers +1 604 640 3368). EastCoal Inc. -- http://www.eastcoal.ca/-- is focused on coal in Ukraine. The Company is engaged in the acquisition and development of mineral properties. The Company is focused on the Verticalnaya Mine, which is an advanced coal project in the construction phase located in the Donbass Region of Ukraine. The Company's mineral properties include the Verticalnaya Coal Mine, Ukraine. The surface mine site in the Verticalnaya Coal Mine covers approximately 10.4 hectares, including three hectares of approach roads. The Company's operations also include the dewatering of the Main Mine at Verticalnaya. ELDORADO RESORTS: S&P Retains 'B-' CCR on CreditWatch Positive -------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on U.S. gaming operators MTR Gaming Group Inc., and Eldorado Resorts LLC., including the respective 'B-' and 'B+' corporate credit ratings, remain on CreditWatch, where S&P placed them with positive and negative implications, respectively, on Sept. 10, 2013. On Sept. 9, 2013, MTR and Eldorado announced they entered into a definitive agreement, under which MTR would combine with the parent company of Eldorado in a stock merger. The merger will include the 50% interest in the Silver Legacy (not rated), a joint venture between Eldorado's majority owners, and MGM Resorts International. As part of the transaction, there is a cash election provision for current MTR shareholders, whereby they may redeem their shares for $6.05 per share, up to 5.8 million shares in total. S&P believes the approximate $35 million for this cash election will be funded through cash on hand. MTR's remaining common shares will be exchanged for shares in the combined new company, which will remain publicly traded and will be named Eldorado Resorts Inc. S&P expects all existing debt to remain in place through the close of the merger. S&P anticipates the transaction to close in mid-2014, and it is contingent upon satisfying regulatory and closing conditions. The CreditWatch listing on MTR reflects the potential for higher ratings, given the merger for MTR into a currently higher-rated entity, and S&P's expectation that geographic diversity will increase, pro forma for the combined company. The CreditWatch listing on Eldorado reflects S&P's expectation that, if the merger is completed, adjusted leverage for the combined companies will be at least in the mid-5x area over the intermediate term (compared with current leverage for Eldorado in the low-4x area). This level of adjusted leverage is aligned with a "highly leveraged" financial risk profile, and a one-notch lower rating for Eldorado. S&P's pro forma adjusted credit measures do not currently include the benefit of any potential synergies. However, S&P don't expect synergies to move adjusted leverage metrics out of the "highly leveraged" financial risk profile. At Dec. 31, 2013, adjusted leverage and interest coverage, pro forma for the combination of the two companies, and 50% of Silver Legacy's debt and EBITDA, were in the high-5x area and high-1x area, respectively. S&P's expectation for adjusted leverage for the combined companies to remain at least in the mid-5x area over the intermediate term incorporates S&P's belief that increasing competition will affect EBITDA at both MTR and Eldorado. For MTR, S&P expects the mid- to late-2014 opening of a racino in Youngstown, Ohio to decrease performance at MTR's Mountaineer Casino and Presque Isle Downs. S&P believes the continued, albeit modest, growth at the company's Scioto Downs property to only partially offset the decrease. For Eldorado, S&P expects EBITDA to decrease in the first half of 2014, given an unfavorable comparison following the June 2013 opening of a new casino in Bossier City/Shreveport market. In resolving S&P's CreditWatch listing, it will monitor MTR and Eldorado's progress toward satisfying regulatory and closing conditions as well as assess further information, if any, relating to potential synergies. EPCSOLUTIONS INC: Trustee Seeks Additional Bids for Software ------------------------------------------------------------ Auction Markets, LLC on April 11 disclosed that expectations were high when epcSolutions developed its suite of data and mobile applications to allow retailers to deliver coupons directly to retail customers on their smartphones. The company had even passed pre-qualification for GS1 Source certification. But time ran out on the company, and now the United States Bankruptcy Court for the Eastern District of Virginia is overseeing the sale of its assets. The Trustee is seeking additional offers on EPC's Data Aggregator software and related assets, including applications for IOS and Android operating systems. "EPC had developed a great system and already had contracts in place with three GS1 countries before entering bankruptcy. The Trustee is inviting upset bids in advance of a courtroom auction scheduled for May 6, but those seeking to buy these systems must act quickly due to the schedule proposed to the court," said Stephen Karbelk, of Auction Markets, which has been employed by the court to solicit offers and conduct the auction. The deadline to submit a competing bid is 5:00 p.m. Eastern on May 1, 2014. "The current stalking horse bid on these assets is $250,000, which is a fraction of the investment EPC had made in the software," said Mr. Karbelk. EPC's business plan had anticipated subscription revenues from GS1 countries for building and hosting the aggregator database, as well as transaction-based fees for using the systems to scan a product page with a featured coupon at the point of sale, using no paper. Assets included an app to provide certified nutritional value of food products, a mobile scanning app, a native Apple app to deliver coupons, and others. "The software is still relevant to the current marketplace and really has not lost its value, as the Trustee has allowed the customers to continue to use the software until it is sold. We feel this presents other software companies or entrepreneurs a rare opportunity to obtain a group of programs at a fraction of the development cost and integrate them with other offerings or resume development and marketing with better capitalization," said Mr. Karbelk. The current stalking horse bid submitted is from Qliktag Software Inc., a Delaware corporation. In addition to the Data Aggregator software, the court is also seeking offers on other EPC assets, including RFID asset management software programs. Detailed due diligence information, including a copy of the Sales Motion and Asset Purchase Agreement pending before the US Bankruptcy Court, is available to those interested in purchasing those and other assets. Contact Stephen Karbelk, of Auction Markets, 571-481-1037, stephen@auctionmarkets.com For more information: Carl Carter, 205-823-3273 epcSolutions, Inc.-- http://epcsolutions.com/-- is a provider of RFID compliance software to the Wal*Mart and DoD supplier community. EXAMWORKS GROUP: S&P Raises CCR to 'B+' on Improved Performance --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta-based ExamWorks, an arranger of independent medical exams, to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised the issue-level rating on the unsecured debt to 'B-' from 'CCC+'. The recovery rating on this debt remains unchanged at '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a default. "The upgrade of ExamWorks reflects the improving level of profitability and free operating cash flow. It also reflects increased confidence in the company's willingness to moderate the pace of acquisitions and the company's ability to grow market share organically," said credit analyst David Kaplan. "The rating reflects our expectation that the company will continue to focus primarily on organic market share growth including growing national accounts, and supplement that with a modest level of acquisitions. This contrasts with the company's history of growth through consolidation, with over 45 acquisitions in recent years." The rating outlook is stable. S&P expects low-double-digit revenue growth from a combination of organic growth and tuck-in acquisitions, and for EBITDA margins and free cash flow to steadily grow. Upside scenario Although operating trends could improve adjusted leverage to below 4x and FFO/debt to above 20%, it's unlikely S&P would upgrade the company unless we are convinced the company is committed to sustaining those metrics on a sustained basis. S&P continues to believe acquisitions are a core element of the company's growth strategy. Downside scenario S&P could lower the rating if the company increases pro forma leverage above 5x, driven by share repurchases, a large debt- financed acquisition acquired at a premium, or as a result of adverse regulatory or competitive changes in the company's markets. EXCO RESOURCES: S&P Assigns 'CCC+' Rating to New $400MM Sr. Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'CCC+' issue-level rating and '6' recovery rating to Dallas-based EXCO Resources Inc.'s proposed new $400 million senior unsecured notes. The '6' recovery rating indicates our expectation of negligible (0%-10%) recovery prospects in the event of a payment default. At the same time, S&P raised its issue-level rating on the company's secured bank debt to 'BB-' from 'B+' and revised its recovery rating on this bank debt to '1' from '2'. The '1' recovery rating indicates S&P's expectation of very high (90% to 100%) recovery in the event of a payment default. The 'B' corporate credit rating remains unchanged. The outlook is stable. EXCO intends to use the proceeds of this issuance to retire the first-lien term loan it put in place to finance the acquisition of certain assets from Chesapeake Energy in July 2013 and repay some of the borrowings drawn under its secured revolving credit facility. The revised recovery and issue-level ratings on EXCO's revolving credit facility reflect an updated, higher, PV-10 valuation of the company's reserves at year-end 2013 and S&P's expectation that the company's commitments under its revolving credit facility will be $900 million pro forma for the transaction. "The stable outlook reflects our expectation that EXCO Resources Inc. will maintain adequate liquidity and keep leverage below 4x on average over the next three years," said Standard & Poor's credit analyst Christine Besset. S&P would consider lowering the ratings if liquidity materially deteriorated or leverage increased to more than 4x over an extended period. S&P considers an upgrade unlikely within the next 12 months given its assessment of the company's business risk profile, and its expectation that the company's debt leverage will remain somewhat high in the next three years. FIBERTOWER NETWORK: Obtains Order Regarding Effective Date of Plan ------------------------------------------------------------------ FiberTower Spectrum Holdings, LLC, obtained a court order authorizing the company to declare that the conditions to the occurrence of the effective date of its Chapter 11 plan have been satisfied. The company's bankruptcy plan was confirmed by U.S. Bankruptcy Judge D. Michael Lynn more than two months ago. The effective date of the plan, however, was conditioned on FiberTower getting the Federal Communications Commission's approval for the transfer of all of its licenses that the agency did not terminate. On Feb. 28, FiberTower received approval from the FCC to transfer its licenses to the reorganized company. The agency, however, only approved the transfer of 46 out of 49 licenses, which could delay the effective date of the plan. To avoid further delay, the company on March 20 sought a court order authorizing the effective date of its plan to occur. It also asked for approval to amend the plan to allow for the transfer of the three licenses to a trust, which would hold the licenses prior to the FCC's decision on the company's application to transfer those licenses. On March 24, FCC advised the company that it likely would not consent to the transfer of the licenses to a trust. To address the issue, FiberTower proposed instead to maintain the status quo ante post-effective date by keeping the licenses in the company. FiberTower requested that the licenses remain property of its estate prior to the effective date of the plan, and subject to continuing jurisdiction of the bankruptcy court until the application is either granted or denied by the FCC. The requests were granted by the bankruptcy court on March 25. About FiberTower Corp. FiberTower Corporation, FiberTower Network Services Corp., FiberTower Licensing Corp., and FiberTower Spectrum Holdings LLC filed for Chapter 11 protection (Bankr. N.D. Tex. Case Nos. 12-44027 to 12-44031) on July 17, 2012, together with a plan support agreement struck with prepetition secured noteholders. FiberTower is an alternative provider of facilities-based backhaul services, principally to wireless carriers, and a national provider of millimeter-band spectrum services. Backhaul is the transport of voice, video and data traffic from a wireless carrier's mobile base station, or cell site, to its mobile switching center or other exchange point. FiberTower provides spectrum leasing services directly to other carriers and enterprise clients, and also offer their spectrum services through spectrum brokerage arrangements and through fixed wireless equipment partners. FiberTower's significant asset is the ownership of a national spectrum portfolio of 24 GHz and 39 GHz wide-area spectrum licenses, including over 740 MHz in the top 20 U.S. metropolitan areas and, in the aggregate, roughly 1.72 billion channel pops (calculated as the number of channels in a given area multiplied by the population, as measured in the 2010 census, covered by these channels). FiberTower believes the Spectrum Portfolio represents one of the largest and most comprehensive collections of millimeter wave spectrum in the U.S., covering areas with a total population of over 300 million. As of the Petition Date, FiberTower provides service to roughly 5,390 customer locations at 3,188 deployed sites in 13 markets throughout the U.S. The fixed wireless portion of these hybrid services is predominantly through common carrier spectrum in the 11, 18 and 23 GHz bands. FiberTower's biggest service markets are Dallas/Fort Worth and Washington, D.C./Baltimore, with additional markets in Atlanta, Boston, Chicago, Cleveland, Denver, Detroit, Houston, New York/New Jersey, Pittsburgh, San Antonio/Austin/Waco and Tampa. As of June 30, 2012, FiberTower's books and records reflected total combined assets, at book value, of roughly $188 million and total combined liabilities of roughly $211 million. As of the Petition Date, FiberTower had unrestricted cash of roughly $23 million. For the six months ending June 30, 2012, FiberTower had total revenue of roughly $33 million. With the help of FTI Consulting Inc., FiberTower's preliminary valuation work shows that the Company's enterprise value is materially less than $132 million -- i.e., the approximate principal amount of the 9.00% Senior Secured Notes due 2016 outstanding as of the Petition Date. The preliminary valuation work is based upon the assumption that FiberTower's spectrum licenses will not be terminated. Fibertower Spectrum disclosed $106,630,000 in assets and $175,501,975 in liabilities as of the Chapter 11 filing. Judge D. Michael Lynn oversees the Chapter 11 case. Lawyers at Andrews Kurth LLP serve as the Debtors' lead counsel. Lawyers at Hogan Lovells and Willkie Farr and Gallagher LLP serve as special FCC counsel. FTI Consulting serve as financial advisor. BMC Group Inc. serve as claims and noticing agent. The petitions were signed by Kurt J. Van Wagenen, president. Wells Fargo Bank, National Association -- as indenture trustee and collateral agent to the holders of 9.00% Senior Secured Notes due 2016 owed roughly $132 million as of the Petition Date -- is represented by Eric A. Schaffer, Esq., at Reed Smith LLP. An Ad Hoc Committee of Holders of the 9% Secured Notes Due 2016 is represented by Kris M. Hansen, Esq., and Sayan Bhattacharyya, Esq., at Stroock & Stroock & Lavan LLP. Wells Fargo and the Ad Hoc Committee also have hired Stephen M. Pezanosky, Esq., and Mark Elmore, Esq., at Haynes and Boone, LLP, as local counsel. U.S. Bank, National Association -- in its capacity as successor indenture trustee and collateral agent to holders of the 9.00% Convertible Senior Secured Notes due 2012, owed $37 million as of the Petition Date -- is represented by Michael B. Fisco, Esq., at Faegre Baker Daniels LLP, as counsel and J. Mark Chevallier, Esq., at McGuire Craddock & Strother PC as local counsel. William T. Neary, the U.S. Trustee for Region 6 appointed five members to the Official Committee of Unsecured Creditors in the Debtors' cases. The Committee is represented by Otterbourg, Steindler, Houston & Rosen, P.C., and Cole, Schotz, Meisel, Forman & Leonard, P.A. Goldin Associates, LLC serves as its financial advisors. On March 15, 2013, the Court entered an order authorizing the Debtors to sell assets that are primarily utilized by the Debtors to provide wireless backhaul services in the State of Ohio to Cellco Partnership (dba Verizon Wireless) free and clear for $1.5 million. In May 2013, FiberTower sought and obtained Court authority to sell their telecommunications equipment and employ American Communications, LLC, as telecommunications equipment reseller. According to the Debtors, the telecommunications equipment, which was a part of their backhaul business, is no longer necessary in the conduct of their business. They, however, believe that the equipment may have resale value that would benefit their estates. On Jan. 27, 2014, FiberTower, et al., obtained confirmation of their Fourth Amended Joint Chapter 11 Plan. FIRST STREET: Trustee Allowed to Settle Solit's $1.82-Mil. Claim ---------------------------------------------------------------- The bankruptcy trustee of First Street Holdings NV, LLC received court approval for a deal that would resolve the $1.82 million claim of Mark Solit. The claim stemmed from a 2006 agreement under which Mr. Solit provided real property project development management services. H. David Choo guaranteed the obligations to pay his fees and work- related expenses under the agreement. Under the settlement, the trustee will pay Mr. Solit the sum of $400,000 on account of his claim. In exchange, Mr. Solit will drop any other claim he may assert against the trustee under the agreement. Upon receipt by Mr. Solit of the settlement payment, Mr. Choo shall be deemed to have withdrawn or released the claims he filed against Mr. Solit in connection with the 2006 agreement. About First Street Holdings NV First Street Holdings NV, LLC, and Lydian SF Holdings, LLC, filed for Chapter 11 bankruptcy (Bankr. N.D. Calif. Case Nos. 11-49300 and 11-49301) on Aug. 30, 2011, before Judge Roger L. Efremsky. Debtor-affiliates 78 First Street, LLC, 88 First Street LLC, 518 Mission, LLC, First/Jessie LLC, JP Capital, LLC, Peninsula Towers LLC, and Sixty-Two First Street LLC (Bankr. N.D. Calif. Case Nos. 11-70224, 11-70228,, 11-70229, 11-70231, 11-70232, 11-70233 and 11-70234) filed for Chapter 11 bankruptcy on Sept. 23, 2011. The cases are jointly administered under Lead Case No. 11-49300. The Law Office of Julian Bach represents the Debtors as Chapter 11 counsel. Robert G. Harris, Esq., and Wendy W. Smith, Esq., at Binder & Malter, LLP represent the Debtors as Special Appellate Counsel. The Law Offices of Michael Brooks Carroll is special litigation counsel for certain debtors in adversary proceeding and related pending federal appeal. Colliers Parrish International Inc. serves as appraiser to value certain real properties and other assets held by the Debtors. Investor David Choo is associated with CMR Capital, LLC, the manager of the Debtors. Debtors First Street Holdings NV, LLC, Lydian SF Holdings, LLC, 78 First Street, LLC, 88 First Street, LLC, 518 Mission, LLC, First/Jessie, LLC, Sixty-two First Street, LLC, Peninsula Towers, LLC, and JP Capital, LLC; and David Choo, individually, filed a combined joint plan and disclosure statement with the Bankruptcy Court. The Joint Plan, dated Nov. 29, 2011, provided for the payment of all of their secured, administrative, priority and general unsecured claims in full. Interests in the Debtors would be retained without modification. In December 2011, the bankruptcy court held that the First Street Parties had not proven that they had a reasonable possibility of an effective reorganization within a reasonable time. The court noted the proposed plan likely qualified as a negative amortization plan, which would be difficult to confirm under the best of circumstances. The court also noted that the Properties as of the time of the hearing did not generate enough monthly rents to pay monthly operating expenses and property taxes. The court also doubted that the First Street Parties could raise sufficient plan funding, as they had proposed, by renting out additional available space in the buildings on the Properties. James S. Lowe II has been appointed the Chapter 11 Trustee in the Debtors' cases. FISKER AUTOMOTIVE: Creditors Reach Deal to Split Cash From Sale --------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that Hong Kong billionaire Richard Li may have lost in the bidding war for Fisker Automotive Inc., but he is going to make a sizable profit on the U.S. taxpayer-backed loan he bought last year. According to the report, court papers say unsecured creditors of the failed hybrid-car maker have come to terms with Mr. Li's Hybrid Tech Holdings LLC over how to split the cash Wanxiang Group paid for Fisker's operations, some $120 million. Estimates are Mr. Li could collect as much as $90 million on his $25 million investment in a loan auctioned off last year by the U.S. Department of Energy, which was anxious to distance itself from the troubled company that it had backed, the report related. Unsecured creditors owed an estimated $80 million to $100 million will also benefit under the deal, said Brown Rudnick LLP's Sunni Beville, Esq. -- sbeville@brownrudnick.com -- lawyer for the official committee representing Fisker suppliers and other unsecured creditors, the report further related. At the start of the case, they were offered less than $1 million by Hybrid Tech, which attempted to claim Fisker without an auction to test the price it was offering, the report added. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FLA EAST COAST HOLDINGS: S&P Assigns 'B-' CCR; Outlook Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B-' corporate credit rating to Jacksonville, Florida-based Florida East Coast Holdings Corp. (FECH). The outlook is negative. In addition, S&P assigned its 'B' issue-level rating and '2' recovery rating to FECH and Florida East Coast Industries LLC's (FECI's) proposed $850 million senior secured notes due 2019. The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%) in a payment default scenario. S&P also assigned its 'CCC' issue-level rating and '6' recovery rating to the companies' proposed $250 million senior unsecured notes due 2020. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in a payment default scenario. Upon completion of the proposed debt issue, S&P will withdraw issue level ratings on Florida East Coast Railway Corp. (FECR). The outlook reflects FECH's sizeable debt burden following the coissuance of $1.1 billion in debt. For analytical purposes, S&P included all of the debt from the proposed transaction on FECH's balance sheet. This reflects S&P's view that higher-rated FECH could potentially shoulder the entire debt burden. Still, the addition of this debt results in credit metrics that are somewhat weak for the rating, with funds from operations (FFO) to debt in the mid-single-digit percent area and debt to EBITDA over 9x. S&P expects the credit metrics to improve gradually, with FFO to debt returning to the high-single-digit percent area and debt to EBITDA declining to about 7x over the next few years. The outlook is negative. "Over the next year, we expect infrastructure investment in Florida and strengthening market conditions in intermodal to bolster freight volumes for FECR, resulting in improved operating profitability, cash flow, and liquidity," said Standard & Poor's credit analyst Anita Ogbara. "Despite FECR's non-amortizing capital structure, we believe its modestly improving earnings and cash flow should lead to improving credit metrics over the next several quarters." S&P could lower the rating if earnings and cash flow improvement do not materialize and FFO to debt falls into the low-single-digit percent area, or if liquidity becomes constrained so that S&P assess liquidity as "less than adequate." Although less likely, S&P could raise the rating if FFO to debt rises above 10% on a sustained basis. FLA EAST COAST INDUSTRIES: S&P Assigns 'CCC+' CCR; Outlook Neg -------------------------------------------------------------- Standard & Poor's Ratings Services assigned ratings to Florida East Coast Industries LLC (FECI), including the 'CCC+' corporate credit rating, issue and recovery ratings of 'B' and '2', respectively, to the proposed senior secured notes and 'CCC' and '6' to the proposed senior unsecured notes. The ratings outlook is negative. S&P's ratings on FECI reflect its view of the company's business risk profile as "vulnerable" given its comparatively small, geographically concentrated income-producing property portfolio, although S&P acknowledges the company controls certain strategic land positions and investments in its Florida markets that could have attractive long-term development potential. S&P views the company's financial risk profile as "highly leveraged" due to high current leverage levels, which will climb further with the addition of the company's proportionate share (roughly 38%) of the $1.1 billion notes that it intends to co-issue with FECR. FECI is a diversified, Florida-based real estate, infrastructure, and transportation company that is owned by various funds sponsored by Fortress Investment Group. Fortress acquired the company in 2007 (along with its affiliate, FECR) and then separated the real estate operations and the freight railway operations into two separate entities. The negative outlook reflects the unsustainability of the current capital structure, in S&P's view, given very high leverage levels, elevated exposure to floating-rate debt and increasing reliance on less-predictable merchant building and land sales to service debt obligations. FRESH & EASY: Grant Thornton Approved as Tax Advisor ---------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Old FENM Inc, et al., fka Fresh & Easy Neighborhood Market Inc., to employ the accounting firm Grant Thornton LLP as tax advisor. Grant Thornton will provide tax compliance and consulting services effective March 3, 2014, and tax preparation services nunc pro tunc to Oct. 3, 2013. Kullen Birkeland, a partner at Grant Thornton, told the Court that fees for services under the engagement agreement are: a) A fixed-fee amount of $30,000 for Tax Compliance (including tax return preparation) Services. If all the information necessary to prepare the tax returns is received by June 15, 2014, a 10% discount will be applied to the $30,000 fixed fee. b) Additional Tax Compliance Filings. The time associated with the additional filings will be based on time incurred at 60% of Grant Thornton's hourly rates, so that the discounted hourly rates are: Partner $420 Senior Manager $345 Manager $315 Senior Associate $264 Associate $168 GTSSC $117 c) General Tax Consulting Services. Grant Thornton may provide routine time-to-time tax consulting services, upon the Debtors' request, for assignments individually that do not exceed $10,000 in fees. The services will be provided based on time incurred at 60% of Grant Thornton's hourly rates as: Partner $420 Senior Manager $345 Manager $315 Senior Associate $264 Associate $168 GTSSC $117 The fee for preparation of the federal and state income tax returns will be a fixed-fee amount of $17,500. Additionally, services relating to preparation of the income tax provision and foreign corporation U.S. income tax returns will be provided based upon actual hours incurred at the hourly rate of $200 for the manager. To the best of the Debtors' knowledge, Grant Thornton is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Approval order also provided that Grant Thornton will not be entitled to indemnification, contribution or reimbursement pursuant to the engagement agreement and the letter for services unless the services and the indemnification, contribution or reimbursement are approved by the Court. 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: Class Action Settlement Has Preliminarily Okay ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware entered an order: i) preliminarily approving the settlement agreement between Old FENM Inc, et al., and the California Wage and Hour Class Plaintiffs; ii) certifying a class of wage and hour employee claimants for settlement purposes only; iii) appointing The Cooper Law Firm P.C. and Blumenthal Nordrehaug & Bhowmik as co-lead class counsel; and the law firms of (a) The Carter Law Firm, (b) Aegis Law Firm, P.C., (c) Mahoney Law Group, and (d) Jose Garay, APLC as class counsel; and iv) appointing Deanna Weatherspoon, Rene F. Lina, Yessenia Martinez and Dandre Jackson as class representatives. The Class is comprised of all non-exempt, non-managerial employee who worked at or reported to any of the Debtors' California Retail Stores or the Debtors' Food Production Facility, Campus Kitchen Facility or Distribution Center in Riverside, California between April 9, 2006 and Nov. 26, 2013 and who will not timely request to opt out of the Class. Objections and other responses to the final approval of the settlement agreement, attorney's fees, costs and expenses and class representative enhancements must be submitted by May 15. If a class member choose not to be bound by the settlement agreement, hid or her completed and executed opt out form must be file by May 15. Prior to the fairness hearing, counsel for the debtors will file a declaration attesting to the service of notice of the settlement agreement to the appropriate federal and state officials. No final order approving the settlement agreement will be entered until all applicable statutory notice periods gave expired. The Court will conduct a fairness hearing on June 26, at 2:00 p.m. 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: CEO Shakes Up Senior Staff Amid Recall ------------------------------------------------------ Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Mary Barra took new steps to revamp the auto maker's senior staff as it copes with the internal and external fallout from recent massive and troubled safety recalls. According to the report, the nation's largest auto maker said its heads of human resources and communications had left the company. Ms. Barra named John Quattrone, 61, to replace Melissa Howell, 41, as senior vice president of global human resources. Selim Bingol, 53, left his job as senior vice president of global communications and public policy, the report related. Randy Arickx, GM's head of investor relations, will fill the global communications role on a temporary basis until a permanent replacement is named. GM said the two left to pursue "personal interests," the report further related. A spokesman said the departures of Ms. Howell and Mr. Bingol weren't connected to a nearly decadelong delay in recalling vehicles equipped with faulty ignition switches?a defect the company has linked to 13 deaths. Since February, GM has recalled a total of 7 million vehicles world-wide for a variety of issues, including faulty ignition switches, brakes and other problems and said it would take a $1.3 billion charge against first quarter earnings to cover the costs, the report said. About General Motors Corp., nka Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GRAND CENTREVILLE: Receiver's Authority to File Ch.11 Confirmed --------------------------------------------------------------- Grand Centreville, LLC, asked the Bankruptcy Court for an order: (1) confirming the authority of Black Creek Consulting, Ltd., the receiver of the Debtor, to file a Chapter 11 petition on behalf of the Debtor and authorizing nunc pro tunc the filing of the Petition; and (2) authorizing the Receiver to remain in possession and operate and manage the Debtor's business as a Debtor-in-Possession pursuant to Sections 1107 and 1108 of the Bankruptcy Code while the Court separately addresses the equity disputes. Grand Centreville explained that on Oct. 25, 2013, Wells Fargo Bank, N.A., notwithstanding its consent to the Debtor's use of its cash collateral, filed its Motion to Dismiss the Debtor's case. Wells Fargo serves as trustee for the registered holders of JP Morgan Chase Commercial Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13. The Debtor said this is the first time that anyone articulated any concern over the Receiver's authority. The Motion to Dismiss remains pending. The Debtor also related that James Mr. Sohn and Yeon Ms. Han -- who prior to the petition date entered into a Sale of Membership and Stock Interest Agreement, with Min S. Kang and Man S. Kang, the indirect owners of 100% of the economic interests in the Debtor -- as part of their opposition to certain relief requested by the Debtor, have questioned the Receiver's authority. Mr. Sohn and Ms. Han had intended to acquire 60% of the ownership and control of the Debtor and the Shopping Center under the Prepetition Deal. "At the instruction of this Court and because it is not fair for the Receiver and Debtor's counsel to be attacked when both have proceeded in precise accordance of orders entered by this Court, the Debtor files this motion," Grand Centreville said. Wells Fargo objected to the request, saying that the Motion, without appropriate justification, seeks to provide the Receiver with retroactive authority to file for bankruptcy relief on the Debtor's behalf and to allow the Receiver to effectively manage The Debtor during the course of this bankruptcy case in violation of Section 105(b) of the Bankruptcy Code. In addition, the Debtor has failed to establish extraordinary circumstances that warrant entry of nunc pro tunc relief in this matter. Court Grants Motion, Sets Status Hearing In an order dated April 10, the Court said the motion is granted. The Court also set a status hearing in the case for June 17. The Court's ruling also resolves motions filed by: 1. James Y. Sohn, which seeks clarification of the roles of Black Creek Consulting, Ltd. and Michael Schuett, as receiver, and Grand Centreville, LLC; and 2. Yeon K. Han, which asks the Court to vacate the appointment of Michael Schuett, the Receiver, as the Debtor designee; and appoint another person designee of the Debtor. With respect to Han's Motion, Judge Mayer said, ""Settled by Granting Debtor's Motion". Sohn's Motion Mr. Sohn said his continuing and paramount concern is that he not be forced to defend himself against actions taken by the Receiver, the Debtor or Raymond A. Yancey -- the Chapter 11 Trustee for the bankruptcy estates of Min S. Kang and Man S. Kang -- until he has had an opportunity to defend himself in a pending Adversary Proceeding, Official Committee of Unsecured Creditors of Min S. Kang and Man S. Kang and Raymond A. Yancey, Chapter 11 Trustee v. Yeon K Han et al., Adv. Proc No. 12-01496-RGM, and thus demonstrate his entitlement to majority ownership and control of the Debtor. Mr. Sohn also said he desires that, following the conclusion of the final hearing of the Adversary Proceeding scheduled for May 22, 23, 29 and 30, 2014, he be given the opportunity to request termination or modification of the receivership and/or the Bankruptcy Case, if appropriate, in light of the Court's ruling. By his Motion, Mr. Sohn requests that the Court enter an order that provides, in substance: -- That a status hearing in this Bankruptcy Case be set by the Court as soon as practicable after conclusion of the final hearing in the Adversary Proceeding; -- That the Receiver be authorized to continue in possession and control of the assets of the Debtor pursuant to Section 543(d) until the conclusion of the Status Conference; and -- That the actions of the Receiver and the Debtor be limited to activities necessary to preserve the status quo pending resolution of the Adversary Proceeding and the Status Conference. Those activities would include performance under the cash collateral order, the filing of monthly reports and the payment of U.S. Trustee's fees, and the enforcement of the continuing automatic stay. Mr. Sohn contends that because Mr. Schuett has been named as the Receiver, he is not an appropriate designee to perform the duties of the Debtor in this chapter 11 bankruptcy case. However, because the day-to-day operations of the shopping center owned by the Debtor are managed by a professional management company, the status quo can be maintained, without running afoul of Section 105(b), by simply authorizing and instructing Mr. Schuett, as Receiver, to cooperate with counsel for the Debtor and the Debtor's other professionals, such as the management company, Deoudes-Magafan Realty, Inc., to enable the essential operations of the Debtor to be performed. However, if this approach were taken, due provision would need to be made for continuing the essential functions of the bankruptcy such as the automatic stay and the cash collateral order. Han's Motion Mr. Han, in seeking to vacate the appointment of Mr. Schuett as the Debtor designee, argued that: -- The power of the Receiver with respect to the Debtor and its estate ended upon the filing of the bankruptcy petition; -- The prohibition to a receiver acting with the powers of a debtor in possession are, in part, to keep a bankruptcy matter moving forward, and not simply languishing on the court's docket. -- The trial of the adversary matter is scheduled to be completed within two months, and at the conclusion of that trial one set of competing interests or the other will be in firm control of the Debtor and the direction in which the Debtor moves forward. Accordingly, it seems foolhardy to expend any more significant time on this issue. The simple solution to a simple problem is to: 1) vacate the designation order (August 7, 2013), and designate another appropriate person as the designee and 2) have Mr. Schuett remain in possession and day to day management of the property pending the resolution of the adversary proceeding. 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. Grand Centreville's chapter 11 proceeding is related to the Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D. Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010. Prior to March 16, 2009, the Kangs indirectly owned 100% of the economic interests in the Debtor and, through their 100% ownership of Grand Formation, controlled all management rights with respect to Grand Centreville. On Jan. 7, 2013, the Court entered an Order directing the United States Trustee to appoint a chapter 11 trustee for the Kangs' case. On the same date, the U.S. Trustee appointed Raymond A. Yancey as chapter 11 trustee for the Kangs' case, which appointment the Court approved on Jan. 16, 2013. The Receiver may be reached at: Michael Shuett BLACK CREEK CONSULTING, LTD P.O. Box 422 Crownsville, MD 21032 Wells Fargo Bank N.A., the secured creditor, is represented by: William C. Crenshaw, Esq. Mona M. Murphy, Esq. AKERMAN LLP 750 9th Street, N.W., Suite 750 Washington, DC 20001 Tel: (202) 393-6222 E-mail: bill.crenshaw@akerman.com mona.murphy@akerman.com Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the Kangs' Bankruptcy Case is: Bradford F. Englander, Esq. WHITEFORD TAYLOR & PRESTON, L.L.P. 3190 Fairview Park Drive, Suite 300 Falls Church, VA 22042 Tel: (703) 280-9081 Counsel for Yeon K. Han is: Timothy J. McGary, Esq. P.O. Box 149 Fairfax, VA 22038-0149 Tel: (703) 352-4985 Counsel for James Y. Sohn is: James R. Schroll, Esq. BEAN, KINNEY & KORMAN, P.C. 2300 Wilson Blvd., 7th Floor Arlington, VA 22201 Tel: (703) 525-4000 GRAND CENTREVILLE: Receiver Excused From Turnover Requirements -------------------------------------------------------------- "Motion granted," ruled Bankruptcy Judge Robert G. Mayer on the request filed by Raymond A. Yancey -- the Chapter 11 Trustee for the bankruptcy estates of Min S. Kang and Man S. Kang -- seeking entry of an order excusing Black Creek Consulting, Ltd., the receiver for Grand Centreville, LLC, from taking further action to turn over Grand Centreville's property. On Feb. 21, 2014, the Receiver filed a motion to approve a settlement with the Debtor's secured lender, 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, and a motion to approve bidding procedures to sell the Debtor's property. Yeon K. Han and James Y. Sohn filed objections to those motions, but did not assert in their written objections that the Receiver was required to turn over control of the Debtor's property pursuant to 11 U.S.C. Section 543. At closing argument on the Settlement Motion and the Bidding Procedures Motion, Sohn and Han asserted that the Receiver should be required to turn over control of the Grand Centreville Property pursuant to Section 543. Mr. Yancey said the requested relief is warranted for several reasons: 1. the Trustee believes that the Receiver already has taken all requisite action to turn over all property of the estate to the Debtor. Upon the filing of the bankruptcy case, the Receiver caused the Debtor to take all actions that customarily are taken by debtors in possession, such as engaging counsel for the Debtor, obtaining orders permitting the use of cash collateral, filing schedules and a statement of financial affairs, and obtaining an order governing use of bank accounts. These actions were approved by Court orders. Until the closing argument held on March 20, 2014, in connection with the motions for authority to sell the Debtor's property and to enter into a settlement agreement, neither James Sohn nor Yeon Han, took issue with the Receiver acting on behalf of the Debtor in connection with this bankruptcy case. Only the lender, Wells Fargo, raised any question regarding the propriety of the bankruptcy, and that objection was based on lack of authority to file and bad faith, not on Section 543 of the Bankruptcy Code. 2. the Receiver is receiver not only for the Debtor, but also for the Debtor's sole managing member, Grand Formation, Inc. Formation is not a debtor in a bankruptcy case. Because of its dual role, strict and formal compliance with Section 543 would be a ministerial act; the Receiver would need to turn over the Debtor's property to itself. 3. even if the actions of the Receiver (and all parties active in the case) were not sufficient to evidence that the Debtor has been in possession of its property since the outset of the case, cause exists under Section 543(d) to excuse compliance with Section 543(a), (b) and (c). There is an adversary proceeding regarding the disputed ownership of the Debtor, which is set for trial commencing on May 22, 2014. Requiring a turnover to one of the parties prior to trial would be inappropriate. The Court needs to hear the evidence at trial to decide who properly should be in control of the Debtor. The Receiver has been in control of the operations of the Debtor and its property since his appointment in June of 2013, and since the bankruptcy filing on August 2, 2013. The Receiver was appointed with the consent of the owners (or putative owners) of all of the interests in the Debtor. The bankruptcy was filed for good and understandable reasons: the lender declared the Debtor to be in default and threatened the property. The equities do not favor disrupting the control over the Debtor, at least not before the completion of trial in the adversary proceeding. 4. no prejudice will result as to any creditor or party in interest by leaving the Receiver in control. Exclusivity has terminated in this case. Any party-in-interest can file a plan. The Motion does not seek a determination regarding the ownership of the interests in the Debtor or the avoidability of any transfer of such interests. 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. Grand Centreville's chapter 11 proceeding is related to the Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D. Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010. Prior to March 16, 2009, the Kangs indirectly owned 100% of the economic interests in the Debtor and, through their 100% ownership of Grand Formation, controlled all management rights with respect to Grand Centreville. On Jan. 7, 2013, the Court entered an Order directing the United States Trustee to appoint a chapter 11 trustee for the Kangs' case. On the same date, the U.S. Trustee appointed Raymond A. Yancey as chapter 11 trustee for the Kangs' case, which appointment the Court approved on Jan. 16, 2013. Wells Fargo Bank N.A., the secured creditor, is represented by William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman LLP. Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P. Counsel for Yeon K. Han is Timothy J. McGary, Esq. Counsel for James Y. Sohn is James R. Schroll, Esq., at Bean, Kinney & Korman, P.C. GRAND CENTREVILLE: Drops Bid to Hire Sale Consultant & Broker ------------------------------------------------------------- Grand Centreville, LLC, notified the Bankruptcy Court on April 7 that because its motion for sale of real property has been denied, the Debtor withdraws, without prejudice, its request to employ Property Condition Assessments, LLC as consultant. The Debtor also withdraws its application to employ KLNB, LLC as broker. Both applications have been rendered moot by the Court's denial of the sale motion, the Debtor said. 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. Grand Centreville's chapter 11 proceeding is related to the Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D. Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010. Prior to March 16, 2009, the Kangs indirectly owned 100% of the economic interests in the Debtor and, through their 100% ownership of Grand Formation, controlled all management rights with respect to Grand Centreville. On Jan. 7, 2013, the Court entered an Order directing the United States Trustee to appoint a chapter 11 trustee for the Kangs' case. On the same date, the U.S. Trustee appointed Raymond A. Yancey as chapter 11 trustee for the Kangs' case, which appointment the Court approved on Jan. 16, 2013. Wells Fargo Bank N.A., the secured creditor, is represented by William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman LLP. Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P. Counsel for Yeon K. Han is Timothy J. McGary, Esq. Counsel for James Y. Sohn is James R. Schroll, Esq., at Bean, Kinney & Korman, P.C. GRAND CENTREVILLE: Hearing on Case Dismissal Moved to June 26 ------------------------------------------------------------- The hearing on the motion to dismiss the chapter 11 case of Grand Centreville, LLC has been continued to June 26, 2014, at 9:30 a.m. at Judge Robert G. Mayer's Courtroom, 200 South Washington Street, 2nd Floor, Courtroom I, Alexandria, VA. The case dismissal hearing was set for April 10. The Court also scheduled an April 15 status hearing. Wells Fargo Bank, N.A. as trustee for the registered holders of JP Morgan Chase Commercial Securities Corp., Commercial Mortgage Pass-Through Certificates, Series 2005-CIBC13, filed papers last year seeking dismissal of the Debtor's case, arguing that the bankruptcy case was filed in bad faith and that the receiver has no standing to file the bankruptcy petition. 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. Grand Centreville's chapter 11 proceeding is related to the Chapter 11 proceedings of Min S. Kang and Man S. Kang (Bankr. E.D. Va. Case No. 10-18839-RGM) filed on Oct. 19, 2010. Prior to March 16, 2009, the Kangs indirectly owned 100% of the economic interests in the Debtor and, through their 100% ownership of Grand Formation, controlled all management rights with respect to Grand Centreville. On Jan. 7, 2013, the Court entered an Order directing the United States Trustee to appoint a chapter 11 trustee for the Kangs' case. On the same date, the U.S. Trustee appointed Raymond A. Yancey as chapter 11 trustee for the Kangs' case, which appointment the Court approved on Jan. 16, 2013. Wells Fargo Bank N.A., the secured creditor, is represented by William C. Crenshaw, Esq., and Mona M. Murphy, Esq., at Akerman LLP. Special Counsel to Raymond A. Yancey, Chapter 11 11 Trustee in the Kangs' Bankruptcy Case is Bradford F. Englander, Esq., at Whiteford Taylor & Preston, L.L.P. Counsel for Yeon K. Han is Timothy J. McGary, Esq. Counsel for James Y. Sohn is James R. Schroll, Esq., at Bean, Kinney & Korman, P.C. GREEN FIELD ENERGY: Examiner Can Retain Hogan Firm as Counsel ------------------------------------------------------------- The Bankruptcy Court authorized Steven A. Falsenthal, Esq., the examiner for Green Field Energy Services, Inc., to employ The Hogan Firm as his counsel. To the best of the examiner's knowledge, Hogan Firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Green Field Energy 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 ENERGY: Lorenzo May Pursue Claim Against Insurer ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware has approved a stipulation waiving recoveries from the estates of Green Field Energy Services Inc., and granting Gary P. Lorenzo partial and limited relief from the automatic stay to recover third-party insurance proceeds. As reported in the Troubled Company Reporter on March 5, 2014, the Debtor and Mr. Lorenzo signed an agreement to lift the automatic stay that was applied to a case filed by the claimant against the company. The automatic stay is an injunction that halts actions by creditors against a company in bankruptcy protection. Mr. Lorenzo filed a petition for damages last year after he figured in an accident as a result of negligence on the part of Green Field and one of its employees. The case, which named the company, Matthew Smith and Zurich American Insurance Co. as defendants, was filed before the 16th Judicial District Court for the Parish of St. Mary in Louisiana. The case was automatically halted after Green Field filed for bankruptcy. 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. HAYDEL PROPERTIES: Case Dismissal Hearing Moved to May 22 --------------------------------------------------------- The Bankruptcy Court has reset the hearing on the Motion to Dismiss the Chapter 11 case of Haydel Properties, LP, to May 22, 2014, at 1:30 p.m. The Peoples Bank, Biloxi Mississippi, filed the dismissal motion. Peoples Bank said in its March 18 motion that it has made good faith efforts to provide refinancing of the debt owed to it, but the Debtor has engaged in a pattern of delay, and unreasonable refusal to execute upon the Debtor's obligations owed to the bank pursuant to the Plan of Reorganization which was approved Aug. 23, 2013. Pursuant to that Plan, the Debtor was to refinance its indebtedness with the bank. Haydel has urged the Court to reject the bank's request. It explained that Peoples Bank is demanding that the Debtor give the bank a better lien position by requiring that all properties secured by the multiple deeds of trust held by Peoples Bank secure the entire obligation of Peoples Bank on the its modified claim. Peoples Bank was not given the authority to do that in the Confirmed Plan. Peoples Bank, Haydel continued, is also requesting that the Debtor execute one master note which will present additional problems for the Debtor if the Debtor sells some of the collateral. Under the terms of the notes and deeds of trust on the separate claims held by Peoples Bank, once a parcel is sold, the Debtor will pay off an obligation, thus releasing the Debtor's obligation to pay a monthly installment and reducing its monthly obligations to Peoples Bank. The requirement to place the entire debt under one master note or obligation will not result in a reduction of the monthly payment by the Debtor upon the sale of any portion of the collateral. Using the master note, the Debtor explained it will be placed in a position in which sale of collateral would reduce the Debtor's monthly income by no longer receiving the rent from the parcel being sold, but the Debtor will still be required to pay the same monthly obligation under the note. The Debtor contends it is within its rights to refuse to succumb to the demands made by Peoples Bank. About Haydel Properties LP Haydel Properties LP, based in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Christy Pickering serves as accountant. The Debtor disclosed $11.7 million in assets and $6.8 million in liabilities as of the Chapter 11 filing. The Debtor is represented by: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC 101 Ricky D. Britt Blvd., Ste. 3 Oxford, MS 38655 Tel: (662)281-8800 Fax: (662)202-1004 E-mail: rg@ms-bankruptcy.com - and - Patrick A. Sheehan, Esq. Of counsel SHEEHAN & JOHNSON, PLLC 429 Porter Avenue Ocean Springs, MS 39564 Tel: 228-875-0571 Fax: 228-875-0895 E-mail: pat@sheehanlawfirm.com The Debtor won confirmation of its First Amended Plan of Reorganization. The Plan was conceived by management as an alternative to the more drastic measures available for restructuring the Company's debt, such as total liquidation of equipment and properties. The Debtor will continue to operate the rental business and market numerous parcels of real property. HAYDEL PROPERTIES: Pay Up Or Face Foreclosure, Court Rules ---------------------------------------------------------- Haydel Properties, LP, and co-debtor Gerald W. Haydel have failed to file an answer, or to otherwise appear and object, to the Motion to Compel Compliance with Plan or in the alternative, Motion for Relief From Automatic Stay and for Abandonment of Property filed by BancorpSouth Bank. In an order dated April 8, Bankruptcy Judge Katharine Samson directed the Debtor pay within 30 days from the date of the Order to pay the amounts due to BancorpSouth Bank pursuant to the terms of the Plan. Should the Debtor fail to pay these amounts, upon 15-day Notice of Default: -- the automatic stay is lifted with respect to the property at: (1) 4019 8th Street Gulfport, MS 39501, (2) 702 Mills Ave., Gulfport, MS 39501, and (3) 823 41st Ave., Gulfport, MS 39501, -- the property is considered abandoned from the bankruptcy estate, -- the bank or its successors, agents, representatives, or holder of note and deed of trust is permitted to commence foreclosure proceedings or other action as may be authorized by the Note and Deed of Trust. BancorpSouth is represented in the case by: Laura Henderson-Courtney, Esq. UNDERWOOD LAW FIRM PLLC 340 Edgewood Terrace Drive Jackson, MS 39206 Tel: (60l) 98l-7773 Fax: (601) 362-5673 E-mail: lhc@underwoodlawfirm.com About Haydel Properties LP Haydel Properties LP, based in Biloxi, Mississippi, filed for Chapter 11 bankruptcy (Bankr. S.D. Miss. Case No. 12-50048) on Jan. 11, 2012. Judge Katharine M. Samson presides over the case. Christy Pickering serves as accountant. The Debtor disclosed $11.7 million in assets and $6.8 million in liabilities as of the Chapter 11 filing. The Debtor is represented by Robert Gambrell, Esq., at Gambrell & Associates, PLLC; and Patrick A. Sheehan, Esq. (Of counsel), at Sheehan & Johnson, PLLC. The Debtor won confirmation of its First Amended Plan of Reorganization. The Plan was conceived by management as an alternative to the more drastic measures available for restructuring the Company's debt, such as total liquidation of equipment and properties. The Debtor will continue to operate the rental business and market numerous parcels of real property. HOUGHTON INTERNATIONAL: S&P Raises Rating on 1st Lien Loan to B+ ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue rating on Houghton International Inc.'s first-lien term loan facility to 'B+' from 'B' and revised its recovery rating on this debt to '2' from '3', indicating S&P's expectation of substantial (70% to 90%) recovery in the event of a default. S&P also raised its issue rating on the company's second-lien term loan facility to 'B-' from 'CCC+' and revised its recovery rating on this debt to '5' from '6', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a default. At the same time, S&P affirmed its 'B' corporate credit rating on Houghton. The outlook is stable. "The upgrade of Valley Forge, Pa.-based Houghton International Inc.'s first- and second-lien term loan facilities partially reflects our reassessment of the company's EBITDA multiple to be more in line with other specialty chemical peers," said Standard & Poor's credit analyst Seamus Ryan. The company's relatively stable and industry-average margins and its largely variable cost structure support this assessment. The corporate credit rating on Houghton is derived from S&P's initial analytical outcome (anchor) of 'b', based on its "fair" business risk and "highly leveraged" financial risk profiles assessments for the company. No modifiers were used. S&P's assessment of Houghton's business risk profile reflects its leading position in the fragmented and competitive metalworking fluids industry, which primarily sells into the cyclical automotive, steel, and aluminum industries. Houghton's products provide essential process characteristics and represent a small portion of the end product's cost. Customer loyalty, which the company enhances through its technical engineering and service, provides a barrier to entry. S&P expects Houghton to continue to pass through the majority of volatile raw material costs to offset potential volatility. Nonetheless, Houghton still faces price competition as a function of substitute products from competitors and significant excess capacity. S&P's assessment of Houghton's financial risk profile reflects the company's increased leverage following its acquisition by Gulf Oil. Nevertheless, S&P expects strengthening operating performance and modest debt repayments to lead to gradually improving credit measures over the next year. Although S&P anticipates small dividends over the near term, it believes the company will approach growth and shareholder rewards prudently. At the current rating, S&P expects debt to EBITDA to remain in the 5.5x to 6.0x range. The stable outlook reflects S&P's expectation that improving global economic conditions and end-market demand will continue to support profitability, cash flow, and financial metrics over the next year. The outlook also reflects S&P's opinion that management will continue to maintain a prudent approach to funding growth and shareholder rewards. S&P could raise the ratings if revenues grow by at least 5% and EBITDA margins improve by more than 150 basis points. Such a scenario could result in debt to EBITDA improving to about 5.0x. To consider a higher rating, S&P would also expect ownership to commit to maintaining a prudent approach to balancing debt reduction, growth investment, and returning capital to shareholders. S&P could lower the ratings if volumes decline meaningfully in 2014 without offsetting cost reductions or improvements to raw material margins. In such a scenario, revenue could decline by at least 3% and EBITDA margins could drop by about 300 basis points. This could result in the debt to EBITDA approaching 7.0x. S&P could also lower the ratings if liquidity deteriorates significantly or aggressive financial policy decisions lead to Houghton increasing debt leverage to a similar level. HUB INTERNATIONAL: $90MM Add-on Debt No Impact on Moody's B3 CFR ---------------------------------------------------------------- Moody's Investors Service is maintaining the ratings of Hub International Limited (Hub - corporate family rating B3) following a $90 million increase to the company's senior secured term loan. Hub is using net proceeds mainly to repay borrowings on its revolving credit facility. The transaction does not affect Hub's corporate family rating or its debt ratings, which include a B1 rating on senior secured credit facilities and a Caa2 rating on senior unsecured notes. The rating outlook for Hub is stable. Ratings Rationale Hub's ratings reflect its solid market position in North American insurance brokerage, good diversification across products and geographic areas, and strong operating margins. These strengths are tempered by the company's aggressive financial leverage and reduced fixed charge coverage since its Hellman & Friedman- sponsored leveraged buyout in October 2013. Moody's expects that Hub will continue to pursue a combination of organic growth and acquisitions, the latter giving rise to integration and contingent risks (e.g., exposure to errors and omissions), although Hub has a favorable track record in absorbing small and mid-sized brokers. Based on Moody's calculations, Hub's debt-to-EBITDA ratio was in the range of 8x-8.5x at year-end 2013, which is high for its rating category. The rating agency expects the company to reduce its financial leverage below 8x within the next year. Hub's pro-forma financing arrangement as of year-end 2013, giving effect to the incremental term loan, included a $225 million senior secured revolving credit facility (rated B1, undrawn), a C$50 million senior secured revolving credit facility (available to a Canadian subsidiary with a guaranty from Hub, rated B1, undrawn), a $1,951 million senior secured term loan (rated B1) and $950 million of senior unsecured notes (rated Caa2). Factors that could lead to an upgrade of Hub's ratings include: (i) debt-to-EBITDA ratio below 5.5x, (ii) (EBITDA - capex) coverage of interest consistently exceeding 2x, and (iii) free- cash-flow-to-debt ratio consistently exceeding 5%. Factors that could lead to a downgrade include: (i) debt-to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Giving effect to the incremental term loan, Hub's ratings (and revised LGD assessments) include: Corporate family rating B3; Probability of default rating B3-PD; $225 million senior secured revolving credit facility maturing October 2018 rated B1 (to LGD3, 32% from LGD3, 31%); C$50 million senior secured revolving credit facility maturing October 2018, available to Hub International Canada West ULC with a guaranty from Hub, rated B1 (to LGD3, 32% from LGD3, 31%); $1,951 million senior secured term loan maturing October 2020 rated B1 (to LGD3, 32% from LGD3, 31%); $950 million senior unsecured notes due October 2021 rated Caa2 (LGD5, 86%). The principal methodology used in this rating/analysis was Moody's Global Rating Methodology for Insurance Brokers & Service Companies published in February 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Chicago, Illinois, Hub is a major North American insurance brokerage firm providing property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the US, Canada, Puerto Rico and Brazil. The company generated total revenue of $1.1 billion in 2013. Shareholders' equity was $1.6 billion as of December 31, 2013. HUNTER FAN: S&P Affirms 'B' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Memphis, Tenn.-based Hunter Fan Co. at 'B'. The outlook is stable. At the same time, S&P raised the issue-level rating on the $133 million first-lien credit facility (which consists of a $100 million term loan and $33 million revolving credit facility) due 2017 to 'BB-' from 'B+'. The recovery rating for the facility is '1', reflecting S&P's expectation for very high (90% to 100%) recovery in the event of payment default. S&P also affirmed the 'CCC+' issue-level rating on Hunter's $55 million second-lien term loan due 2018. The recovery rating is unchanged at '6', reflecting S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. The ratings on Hunter reflect S&P's view of its "highly leveraged" financial risk profile and "weak" business risk profile. S&P's anchor of 'b', given two potential outcomes ('b' or 'b-'), reflects its assessment of Hunter's stronger cash flow and leverage ratios relative to its 'b-' rated peers. Key credit factors in S&P's business risk assessment include its view that the company has a very narrow business focus, significant customer concentration, and demand that is susceptible to reduced consumer discretionary spending during economic downturns and home remodeling trends. S&P believes the company's sales are highly concentrated in the U.S., with the Hunter and Casablanca ceiling fan brands representing the majority of its sales. S&P views customer concentration as a risk because the company's top three customers contributed almost 75% of its fiscal 2013 net sales. However, S&P estimates that Hunter has a significant share of the domestic ceiling fan market thanks to its longstanding relationships with customers and well-known brand names. The stable outlook reflects S&P's view that Hunter will sustain its credit measures over the next 12 months with improved profitability and operating performance, while maintaining adequate liquidity. ICING ON THE CUPCAKE: New Owner Reopens One Outlet -------------------------------------------------- Mark Glover, writing for The Sacramento Bee, reported that the new owners of Icing on the Cupcake, a local gourmet cupcake chain, reopened a single store on March 31. The group of local investors, doing business as Icing LLC, reopened the store at 6839 Lonetree Blvd. in Rocklin. Icing on the Cupcake LLC, the chain's previous owner, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Cal. Case No. 13- 35954) on Dec. 20, 2013, in Sacramento, listing assets of $100,001 to $500,000 and liabilities of $500,001 to $1 million. Judge Ronald H. Sargis oversees the case. Prior to closing doors in late January, Icing on the Cupcake also operated stores in Sacramento, Citrus Heights and Folsom. The Bee's Mr. Glover said the new owners purchased the company's assets and have said there are no current plans to expand beyond the one store in Rocklin. On Jan. 28, 2014, the Bankruptcy Court granted the Debtor's request to convert the case from Chapter 11 to Chapter 7. After a thorough review of all of its restructuring alternatives and only after it became clear that an out-of-court alternative would not be able to be completed sufficiently to reorganize the business, the Debtor was not able to generate enough revenue to meet its ongoing expenses. The Debtor said it closed its business on Jan. 19 and does not plan on reopening. No Official Committee of Creditors Holding General Unsecured Claims has been appointed in this case. Requests for special notice have been filed by CPF Renaissance Creek, LLC and BBC Blue Oaks, LLC. No other parties in interest have filed any pleadings in the case. Schedule A filed by the Debtor lists no interests in any real property. Schedule B lists personal property having a value totaling $81,400. The Debtor lists creditors having secured claims (excluding the landlord holding a security deposit) totaling $26,856. All of the listed claims are secured by the Debtor's vehicles. For unsecured claims, the Debtor lists tax claims totaling $93,341 on Schedule E. Of this, $70,341.53 is stated to be priority taxes. On Schedule F, the Debtors lists $562,714 in general unsecured claims (with several listed as "unknown"). The larger general unsecured claims are identified as being owed to members of the LLC Debtor. Christee Owens is the managing member of the Debtor. Matthew Eason, Esq., at Eason & Tambornini, served as the Debtor's counsel. He may be reached at: Matthew Eason, Esq. EASON & TAMBORNINI 1819 K Street, Suite 200 Sacramento, CA 95811 Tel: 916-438-1819 IFM INVESTMENTS: Receives NYSE Listing Non-Compliance Notice ------------------------------------------------------------ IFM Investments Limited ("Century 21 China Real Estate" or the "Company") on April 11 disclosed that it received a notice from the New York Stock Exchange, Inc. that it is not in compliance with one of the continued listing standards of the NYSE. The Company is considered below the NYSE's continued listing criteria because its total market capitalization has been less than $50 million over a 30-trading-day period and its stockholders' equity is less than $50 million. The Company has notified the NYSE that it plans to submit a business plan within 90 days from the receipt of the NYSE notice that demonstrates its ability to regain compliance with the NYSE's continued listing standards within 18 months. In the event that the NYSE accepts the Plan, the Company will be subject to quarterly monitoring for compliance with the Plan and the Company's ADSs will continue to be listed and traded on the NYSE during such 18-month cure period subject to its compliance with other NYSE continued listing standards. In the event that the NYSE does not accept the Plan, the Company will be subject to suspension and delisting procedures. The Company will continue to communicate with the NYSE to keep it apprised of the Company's plans to achieve compliance and progress in that regard. The Company's business operations and SEC reporting requirements are not affected by the receipt of the aforementioned notice from the NYSE. About Century 21 China Real Estate IFM Investments Limited ("Century 21 China Real Estate" or "CTC") -- http://www.century21cn.com/english-- is a comprehensive real estate services provider and the exclusive franchisor for the CENTURY 21(R) brand in China. CTC primarily focuses on China's fast-growing and highly fragmented secondary real estate market, providing company-owned brokerage services, franchise services, mortgage management services, primary services, commercial services and fund management services. CTC has experienced substantial growth since it commenced operations in 2000, and received numerous awards and recognition as franchisor and real estate services provider for its service quality and business achievements. Century 21 China Real Estate became a public company in January 2010 and its ADSs, each of which represents 45 ordinary shares of CTC, currently trade on the New York Stock Exchange under the symbol "CTC." JCK HOTELS: Reorganization Case Administratively Closed ------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of California ordered on April 4, 2014, administratively closing the Chapter 11 case of JCK Hotels LLC. As reported in the TCR on Sept. 18, 2013, the Reorganized Debtor said its case is now fully administered as demonstrated by these factors set forth in the Advisory Committee Notes to Rule 3022: a) the order confirming Debtor's plan of reorganization has become final; b) any payments required by the Plan have been distributed; c) the Debtor has assumed the business or the management of property dealt with by the Plan; d) payments under the Plan have been completed; and f) all motions, contested matters and adversary proceedings have been fully resolved. As reported in the TCR, the Bankruptcy Court confirmed the plan of reorganization at a cramdown hearing on Nov. 29, 2012. The Plan contemplates an infusion of cash from JCK Holdings of $400,000 and $2,200,000 from investors. The cash infusion will be used by the Debtor to make distributions to allowed claims as provided in the Plan, reinstate unpaid interest and allowable costs of approximately $1.2 million of the first trust deed holder on the Debtor's properties. Approximately $950,000 of the cash infusion will be used to complete the renovations remaining on one of the Debtor's two hotels Choice Hotel Suites, and another $150,000 will be reserved for fees and costs incurred by professionals in pursuit of confirming the Plan. The balance of approximately $450,000 will be used to pay 25% of the claims of Pacific Western Bank and 25% of the unsecured creditors. About JCK Hotels, LLC JCK Hotels, LLC, fka Mira Mesa Hotels, LLC, operates the Holiday Inn Express Mira Mesa Hotel and the Comfort Suites Mira Mesa Hotel in San Diego, California. The Hotels are operated under licensing and franchise agreements with Holiday Inn Express and Comfort Suites. JCK Hotels filed for Chapter 11 bankruptcy (Bankr. S.D. Calif. Case No. 11-09428) on June 3, 2011. Judge Louise DeCarl Adler presides over the case. William M. Rathbone, Esq., and Daniel C. Silva, Esq., at Gordon & Rees LLP, in San Diego, Calif., serve as bankruptcy counsel. The Debtor tapped Dae Hyun Kim, CPA & Associates as financial advisor. While no formal appraisal has been done recently, the Debtor believes the fair market value of both Hotels exceeds $18 million. The Debtor disclosed $19,611,552 in assets and $14,974,079 in liabilities as of the Chapter 11 filing. The petition was signed by Charles Jung, managing member. Tiffany L. Carroll, Acting U.S. Trustee for Region 16, appointed three unsecured creditors to serve on the Official Committee of Unsecured Creditors of JCK Hotels. JONES GROUP: S&P Withdraws 'BB-' Corp. Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services removed its ratings on U.S.- based Jones Group Inc., including the 'BB-' corporate credit rating, from CreditWatch, where S&P placed them with negative implications on Dec. 20, 2013. The outlook is stable. Subsequently, S&P withdrew its corporate credit rating on Jones Group at the company's request. S&P also withdrew its ratings on the $250 million 5.125% unsecured notes due 2014, which have been repaid. S&P is lowering the rating on the company's unsecured $400 million 8.25% unsecured notes due 2019 (6.875% notes prior to the recent exchange offering) and $250 million 6.125% notes due 2034 to 'CCC' from 'B+'. The recovery rating is '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. These issues will be assumed by Nine West Holdings Inc. (previously Jasper Merger Sub Inc.). The rating action follows the closing of the company's acquisition by Sycamore Partners on April 8, 2014. Subsequent to the acquisition, various parts of the Jones Group's business will be carved out into four separately operated businesses. L BRANDS: Fitch Affirms 'BB+' Issuer Default Rating --------------------------------------------------- Fitch Ratings has affirmed the ratings for L Brands, Inc. (L Brands, formerly known as Limited Brands, Inc.), including the Long-term Issuer Default Rating (IDR) at 'BB+'. The Rating Outlook is Stable. Key Rating Drivers The affirmations reflect L Brands' strong brand recognition and dominant market positions in intimate apparel and personal care and beauty products, strong operating results, reasonable credit metrics and solid cash flow generation. The ratings also consider the company's track record of shareholder-friendly activities. L Brands' strong business profile is anchored by its two flagship brands, Victoria's Secret and Bath & Body Works; a strong direct business; and a growing international footprint. The company's strong comparable store sales (comps) trends since the recession have been driven by relevant and attractive product offerings and a loyal customer base, although comps have normalized to low single digits in 2013 from 6% - 10% in 2011/2012. In addition to positive operating leverage from strong comps growth, the company has driven margin growth through efficient inventory and expense management. EBITDA margins in the 20%-range compare favorably to the broader retail average in the low teens. Fitch expects that L Brands can sustain comps growth in the 2% -3% range and EBITDA margin to remain in excess of 20% over the next three years. This is underscored by strong comps growth in both the Victoria's Secret brand (approximately 62% of sales and EBITDA including the Victoria's Secret direct business) and Bath & Body Works brand (approximately 27% of sales and 32% of EBITDA). Fitch expects the growth of PINK in the U.S. (which could double over the next few years from nearly $2 billion currently) and international expansion, if executed successfully, could drive top line growth in the mid-single-digit range. Lease-adjusted leverage stood at 3.5x as of Feb. 1, 2014. Fitch expects the company to maintain a leverage profile in the mid-3x range, and fund dividends and share repurchases with free cash flow (FCF) and potential debt issuances. The company's shareholder-friendly posture is a key constraint to the rating. Fitch expects the company will continue to generate strong FCF before dividends in the $650 million - $750 million range annually (or $300 million - $350 million after regular dividends) over the next two to three years. Capex is expected to increase to $750 million in 2014 from $690 million in 2013 and $590 million in 2012, reflecting new store constructions and square footage expansion to primarily support PINK and international growth (square footage to grow by approximately 3% - 4% in 2014). Liquidity is strong, supported by a cash balance of $1.5 billion as of Feb. 1, 2014 and the company's $1 billion revolving credit facility. The company has a comfortable maturity profile, staggered over many years. Fitch considers refinancing risk low given L Brands' strong business profile, favorable operating trends, and reasonable leverage. RATING SENSITIVITIES A positive rating action would require both the continuation of positive operating trends and the maintenance of financial leverage in the low 3x on a consistent basis. A negative rating action could be driven by a trend of negative comps and/or margin compression from fashion misses, execution missteps, or loss of competitive traction. A larger than expected debt-financed share repurchase and/or leverage rising to approximately 4x would be negative for the rating. Fitch has affirmed L Brands' IDR and issue ratings as follows: -- Long-term IDR at 'BB+'; -- Bank credit facility at 'BBB-'; -- Senior guaranteed unsecured notes at 'BB+'; -- Senior unsecured notes at 'BB'. The Rating Outlook is Stable. LEAJAK CONCRETE: Files Pro Se Chapter 11 Bankruptcy --------------------------------------------------- Jim Davis, writing for Herald Business Journal, reported that these Snohomish County businesses or individuals filed business- related bankruptcies with the U.S. Bankruptcy Court for the Western District of Washington between Feb. 1 and Feb. 28. * Leajak Concrete Construction Inc., filed for Chapter 11 bankruptcy (Case No. 14-10766-MLB) on Feb. 5. The petition was filed pro se. * Maximillian Imports Inc., filed for Chapter 11 bankruptcy (Case No. 14-10853-TWD) on Feb. 10, represented by David W. Freese, Esq. * Roy and RaMona VanWinkle filed a joint Chapter 11 petition (Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B. Wells, Esq., and Emily A. Jarvis, Esq. LEO GROUP: Case Summary & 9 Largest Unsecured Creditors ------------------------------------------------------- Debtor: The Leo Group, LLC 14297 Bergen Blvd, Ste. 250 Noblesville, IN 46060 Case No.: 14-03229 Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. Robyn L. Moberly Debtor's Counsel: Corey L. Scott, Esq. LAW OFFICE OF COREY L. SCOTT, P.C. 8117 E. Washington Street, Suite B Indianapolis, IN 46219 Tel: 317-634-0101 Fax: 317-634-0102 Email: info@coreyscottlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Randy W. Bagley, authorized individual. A list of the Debtor's nine largest unsecured creditors is available for free at http://bankrupt.com/misc/insb14-03229.pdf LIGHTSQUARED INC: Says It Was Right to Shut Ergen Out of Plans -------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that LightSquared says it was right to keep Dish Network Corp. Chairman Charlie Ergen out of its restructuring plans, claiming it is "not required to negotiate with a competitor in its capital structure" even if that competitor owns nearly $1 billion of the company's debt. According to the report, in an April 12 filing with U.S. Bankruptcy Court in Manhattan, lawyers for Philip Falcone's wireless venture continued making their case that the reorganization plan is fair to Mr. Ergen, LightSquared's top secured lender. "There is simply no doubt that [Ergen] is receiving the indubitable equivalent of its claim," LightSquared said in a filing, the report cited. A Dish spokesman declined to comment. Mr. Ergen's response to the filing is due later this month. Mr. Ergen has argued that LightSquared's proposal to pay back his nearly $1 billion in bank debt over seven years via a note, rather than in cash like a group of hedge funds that own the same type of debt, violates the Bankruptcy Code, the report related. LightSquared is seeking both court approval of its restructuring plan, and a favorable ruling in a trial over whether Mr. Ergen improperly acquired the company's debt, the report further related. The company and the hedge funds that own the bank debt say Mr. Ergen bought his debt on behalf of Dish, a competitor that was simultaneously trying to buy LightSquared's assets. 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. LINDSAY GENERAL: Claims Bar Date Set for May 15 ----------------------------------------------- In the Chapter 11 cases of Destiny General Agency, Inc, GetAutoInsurance.com Agency LLC, Lindsay General Insurance Agency, LLC, and Map General Agency Inc., U.S. Bankruptcy Court Judge Wendy L. Hagenau ruled that each creditor and party-in-interest who seeks to prove a claim against the Debtors, their property or the estate -- including, but not limited to, any claim secured by a lien, security interest, or encumbrance against the Debtors' property and any claim arising from the rejection of an executory contract or unexpired lease -- must file a proof of claim with: Clerk, United States Bankruptcy Court 75 Spring Street, S.W. Atlanta, GA 30303 on or before May 15, 2014. About Lindsay General Insurance Agency, LLC Duluth, Georgia-based Lindsay General Insurance Agency, LLC, filed a bare-bones Chapter 11 bankruptcy petition (Bankr. N.D. Ga. Case No. 13-52732) in Atlanta on Feb. 7, 2013. The Debtor estimated assets and debts of $10 million to $50 million. The Debtor is represented by Evan M. Altman, Esq., and George Geeslin, Esq., in Atlanta. The U.S. Trustee for Region 21 notified the Court that no committee of creditors holding unsecured claims has been appointed. As reported by the Troubled Company Reporter, the Debtors have filed a plan of reorganization that offers 70% of the equity of GetAutoInsurance.com, LLC, the surviving entity upon exit from bankruptcy. It is anticipated that part and parcel of the reorganization of Lindsay General Insurance Agency, LLC, Destiny General Agency, LLC, Get AUtoInsurance.com Agency, LLC and MAP General Agency, Inc., will be the consolidation of the four bankrupt entities with the new entity being named GetAutoInsurance.com, LLC, which will be a Georgia limited liability company. The Plan proposes to treat claims and interests as follows: -- The Reorganized Debtor plans to issue on the Effective Date to Eastside a debenture in the face amount of the debt owed to Eastside as of the day of issuance of the debenture ($2.6 million) bearing interest at the rate of prime +.50%. The debenture will be payable at the rate of $10,000 per month until paid in full. -- Driver's Insurance Group, Inc., owner of 100% of the Debtors, and holder of a claim against the Debtors in the amount of $4,000,000, will convert its equity position from 100% of the constituent entities to 20% of the Reorganized Debtor. Driver's equity interest will be cancelled and its $4 million claim will be deemed satisfied. -- Other creditors will be issued equity equal to 70% of the ownership of the Reorganized Debtor. The equity will be in the form of-non voting preferred shares or units. -- The Reorganized Debtor will issue an ownership stake of 10% to contributors of cash equity capital. The Reorganized Debtor aspires to raise $300,000 to enhance its equity position, of which $150,000 will be in the form of a new institutional loan, and the remaining amount through an infusion of new cash equity capital. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Lindsay_General_Plan_Outline.pdf LONGVIEW POWER: Kvaerner Wants Exclusivity Scrapped --------------------------------------------------- Kvaerner North American Construction Inc., one of the contractors in conflict with Longview Power, LLC, et al., over hundreds of millions in mechanics' liens, asked the U.S. Bankruptcy Court for the District of Delaware not to extend the period within which the Debtors have exclusive rights to propose a plan and allow other parties to propose plans of reorganization. "While the need for a new or revised plan can hardly be disputed, the Debtors should not be granted an extension of exclusivity unless they admit that need and abandon the unworkable plan that is currently on file. Whereas a grant of exclusivity is warranted where a debtor can show, among other things, good faith progress toward reorganization, the Debtors should not receive an extension if they are only seeking a further extension to rework their efforts in their unending campaign to suppress Kvaerner?s rights, notwithstanding admonishment from the Court that the Debtors are in the business of making power, not litigation. Quite plainly, if the Debtors are ready to move forward and abandon their failed campaign, then their request for an additional extension is warranted," Eric Lopez Schnabel, Esq., at Dorsey & Whitney (Delaware) LLP, in Wilmington, Delaware, argues, on behalf of Kvaerner. As previously reported by The Troubled Company Reporter, the Debtors asked the Bankruptcy Court to extend their exclusive plan filing period through and including June 4, 2014, and their exclusive solicitation period through and including August 5, 2014. A hearing on the Debtors' exclusivity extension motion is scheduled for April 28, 2014, at 10:00 a.m. EST. Kvaerner is also represented by Robert W. Mallard, Esq., and Alessandra Glorioso, Esq., at Dorsey & Whitney (Delaware) LLP, in Wilmington, Delaware; William G. Primps, Esq., at DORSEY & WHITNEY LLP, in New York; and Jocelyn L. Knoll, Esq., and Eric Ruzicka, Esq., at DORSEY & WHITNEY LLP, in Minneapolis, Minnesota. About Longview Power LLC Longview Power LLC is a special purpose entity created to construct, own, and operate a 695 MW supercritical pulverized coal-fired power plant located in Maidsville, West Virginia, just south of the Pennsylvania border and approximately 70 miles south of Pittsburgh. The project is owned 92% by First Reserve Corporation (First Reserve or sponsor), a private equity firm specializing in energy industry investments, through its affiliate GenPower Holdings (Delaware), L.P., and 8% by minority interests. Longview Power, LLC, filed a Chapter 11 (Bank. D. Del. Lead Case. 13-12211) on Aug. 30, 2013. The petitions were signed by Jeffery L. Keffer, the Company's chief executive officer, president, treasurer and secretary. The Debtor estimated assets and debts of more than $1 billion. Judge Brendan Linehan Shannon presides over the case. Kirkland & Ellis LLP and Richards, Layton & Finger, P.A., serve as the Debtors' counsel. Lazard Freres & Company LLC acts as the Debtors' investment bankers. Alvarez & Marsal North America, LLC, is the Debtors' restructuring advisors. Ernst & Young serves as the Debtors' accountants. The Debtors' claims agent is Donlin, Recano & Co. Inc. The Debtor disclosed assets of $1,717,906,595 plus undisclosed amounts and liabilities of $1,075,748,155 plus undisclosed amounts. Roberta A. DeAngelis, U.S. Trustee for Region 3, disclosed that as of September 11, 2013, a committee of unsecured creditors has not been appointed in the case due to insufficient response to the U.S. Trustee's communication/contact for service on the committee. A copy of the monthly operating report is available at: http://bankrupt.com/misc/IPCINTERNATIONALdec2013mor.pdf MACH GEN: Court Approved Prime Clerk as Administrative Advisor -------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized MACH Gen, LLC, et al., to employ Prime Clerk LLC as administrative advisor. As reported in the Troubled Company Reporter on March 12, 2014, Prime Clerk is expected to, among other things, assist with solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of a confirmation of a Chapter 11 plan, and in connection with those services, process requests for documents from parties-in-interest, including, if applicable, brokerage firms, bank back-offices and institutional holders. The firm will be paid these hourly rates: Senior Case Manager $215 Case Manager $185 Analyst $150 Technology Consultant $140 Clerk $45 The firm will also be reimbursed of any necessary out-of-pocket expenses. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Prior to the Petition Date, MACH Gen provided Prime Clerk a retainer in the amount of $25,000. About MACH Gen MACH Gen, LLC, and four of its affiliates, sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.). The case is assigned to Judge Mary F. Walrath. The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M. Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Russell C. Silberglied, Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at Richards, Layton, & Finger P.A., in Wilmington, Delaware. The Debtors' financial advisors and investment bankers are Mark Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis & Company. Protiviti, Inc., serves as consultant. Prime Clerk LLC serves as claims and noticing agent and administrative advisor. The Debtors said they had $750 million in total assets and $1.6 billion in total liabilities as of Dec. 31, 2013 The petitions were signed by Garry N. Hubbard, chief executive officer. MACH GEN: First Amended Prepackaged Plan Confirmed -------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware, on April 11, 2014, entered an order which, among other things, confirmed the First Amended Joint Prepackaged Chapter 11 Plan of MACH Gen, LLC, and its debtor affiliates. As previously reported by The Troubled Company Reporter, MACH Gen, a New York-based electricity generator, sought bankruptcy protection with a prepackaged plan of reorganization, which proposes to give the company's second-lien debt holders, with Bank of New York Mellon Corp. as agent, a 93.5% stake in the voting equity of the reorganized company. The remaining 6.5% of the new shares will go to MACH Gen's existing equity holders. First-lien lenders like Beal Bank USA, a group owed more than $600 million, will receive $683 million in new debt under the restructuring plan. General unsecured creditors will be paid in full. Jacqueline Palank, writing for The Wall Street Journal, reported that declining power demand as a result of the economic downturn, lower gas prices and greater supply of renewable energy projects have challenged Mach Gen and led to revenue declines, and those falling revenues made it harder for Mach Gen to service a heavy debt load that carries significant interest expenses. A blacklined version of the Plan dated April 9, 2014, is available for free at http://bankrupt.com/misc/MACHGENplan0409.pdf About MACH Gen MACH Gen, LLC, and four of its affiliates, sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.). The case is assigned to Judge Mary F. Walrath. The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M. Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Russell C. Silberglied, Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at Richards, Layton, & Finger P.A., in Wilmington, Delaware. The Debtors' financial advisors and investment bankers are Mark Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis & Company. Protiviti, Inc., serves as consultant. Prime Clerk LLC serves as claims and noticing agent and administrative advisor. The Debtors said they had $750 million in total assets and $1.6 billion in total liabilities as of Dec. 31, 2013 The petitions were signed by Garry N. Hubbard, chief executive officer. MAINE STORAGE: Lewiston, Maine Property to Be Sold May 7 -------------------------------------------------------- Auburn Savings Bank, FSB, will conduct a foreclosure auction of Maine Storage Group LLC's property on May 7, 2014, at 10:00 a.m. at 7 North Lisbon Road, Lewiston, Maine. The assets include a parcel of land, the buildings thereon, and all equipment, machinery, furniture and furnishings, fixtures and articles of personal property. The bank is the mortgagee under a Mortgage, Security Agreement and Financing Statement in the amount of $150,000. Maine Storage Group has been declared in breach of the conditions of the mortgage. The Real Estate and Personal Property will be sold on an "AS IS"? "WHERE IS" BASIS, WITHOUT ANY WARRANTY WHATSOEVER, EXPRESS OR IMPLIED, AS TO THE CONDITION, FITNESS, SIZE, HABITABILITY, MERCHANTABILITY, LOCATION OR THE STATE OF TITLE. Any bidder wishing to bid must, prior to the start of the auction, make a deposit of $25,000 to bid in cash or certified U.S. funds made payable to Keenan Auction Company. Unsuccessful bidders will receive a refund of their deposit. The successful bidder must pay 10% of the purchase price in cash or by certified U. S. funds to Keenan as an additional deposit within five days of the auction. As to the successful bidder, the deposit shall be nonrefundable, and will be credited to the purchase price. The successful bidder will be required to sign a purchase and sale agreement. The balance of the purchase price shall be due and payable within 30 days of the auction. The Real Estate shall be conveyed by a quitclaim deed without covenant and the Personal Property by release bill of sale. The Mortgagee reserves the right to bid without making the required deposit. Additional terms and conditions pertaining to the sale may be obtained prior to the sale from Keenan. The Mortgagee reserves the right to waive or modify the terms of sale. The Mortgagee also reserves the right to postpone or adjourn the sale as necessary for any reason. Other terms and conditions pertaining to the sale may be announced at the time of the sale. Interested bidders are urged to contact the following for further details: KEENAN AUCTION COMPANY One Runway Road South Portland, Maine 04106 Tel: (207) 885?5100 Email: info@keenanauction.com http://www.keenanauction.com Auburn Savings Bank, FSB, is represented by its attorney, Norman J. Rattey, Esq. MATS ETC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------- Debtor: Mats ETC Inc. dba Southwest Linen 6335 Sunset Corporate Drive Las Vegas, NV 89120 Case No.: 14-12521 Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Taylor L. Randolph, Esq. RANDOLPH LAW FIRM, P.C. 2045 Village Center CR., Suite 100 Las Vegas, NV 89134 Tel: 702-877-1313 Fax: 702-233-5597 Email: tr@randolphlawfirm.com Total Assets: $438,300 Total Liabilities: $1.55 million The petition was signed by Joseph Felix, secretary. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-12521.pdf MAXIMILLIAN IMPORTS: Files Chapter 11 Bankruptcy in E.D. Wash. -------------------------------------------------------------- Jim Davis, writing for Herald Business Journal, reported that these Snohomish County businesses or individuals filed business- related bankruptcies with the U.S. Bankruptcy Court for the Western District of Washington between Feb. 1 and Feb. 28. * Leajak Concrete Construction Inc., filed for Chapter 11 bankruptcy (Case No. 14-10766-MLB) on Feb. 5. The petition was filed pro se. * Maximillian Imports Inc., filed for Chapter 11 bankruptcy (Case No. 14-10853-TWD) on Feb. 10, represented by David W. Freese, Esq. * Roy and RaMona VanWinkle filed a joint Chapter 11 petition (Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B. Wells, Esq., and Emily A. Jarvis, Esq. MEDICAL PROPERTIES: S&P Rates $300MM Unsecured Notes 'BB' --------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue rating to Birmingham, Ala.-based REIT Medical Properties Trust Inc.'s proposed $300 million unsecured senior note offering due 2024. The recovery rating on this debt is '3', indicating S&P's expectations for a meaningful (50% to 70%) recovery in the event of a payment default. MPT Operating Partnership L.P. and MPT Finance Corp. are both co-issuers of the new notes. Medical Properties Trust Inc. (MPT) plans to use proceeds of the debt issuance primarily to acquire two general acute-care hospitals. S&P's 'BB' corporate credit and existing senior unsecured debt ratings on the company are unchanged. S&P's rating on MPW reflects its assessment of the company's "fair" business risk profile given its comparatively high, but improved tenant and geographic concentrations while S&P anticipates the maintenance of strong rent coverage measures. In addition S&P's rating also reflects an "intermediate" financial risk profile which acknowledges the company's ability to achieve significant portfolio growth over the past three years while maintaining strong fixed-charge coverage, adequate liquidity, and a very manageable debt maturity profile. The positive outlook reflects S&P's expectation that the company will continue to improve its portfolio diversification and maintain stable to improving cash flow as a result of solid rent coverage and low lease rollover. In addition, S&P expects that accretive acquisitions will be financed in a manner that will support its assessment of an "intermediate" financial risk profile. RATINGS LIST Medical Properties Trust Inc. Corporate credit rating BB/Positive/-- Senior unsecured debt BB Recovery rating 3 New Rating MPT Operating Partnership L.P. MPT Finance Corp. $300 mil. sr unsecured notes due 2024 BB Recovery rating 3 MJC AMERICA: Wants Until October 10 to File Reorganization Plan --------------------------------------------------------------- MJC America Ltd. asks the U.S. Bankruptcy Court for the Central District of California to extend the exclusive periods to: a) file a Chapter 11 plan from April 9 to Oct. 10, 2014, and b) solicit acceptances of that plan from June 9 to Dec. 12. A hearing is set for June 8, 2014, at 8:30 a.m., at Crtrm 1575, 255 E Temple St., Los Angeles, California, to consider approval of the Debtor's extension request. The Debtor tells the Court that the additional time will enable it to propose a realistic plan of reorganization. In addition, the Debtor notes the extension of time should be warranted because it expects meeting with its major customers in or around August 2014. The Debtor says it will be able to better project its revenues for the next year. MJC America, Ltd., doing business as Soleus Air System -- http://www.soleusair.com/-- which sells Soleus-branded air conditioners and heaters in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. C.D. Cal. Case No. 13-39097) in Los Angeles on Dec. 10, 2013. David A. Tilem, Esq., is the Debtor's general bankruptcy counsel. Winston & Strawn LLP serves as special litigation counsel. MJC disclosed $14.0 million in total assets and $15.9 million in liabilities in its schedules. Accounts receivable of $9.22 million and inventory of $4.12 million comprise most of the assets. East West Bank has a scheduled secured claim of $2.1 million on a line of credit, and Hong Kong Gree Electric Appliances Sales, Ltd., is owed $4.07 million, but only $288,000 is secured. MOMENTIVE PERFORMANCE: Enters Chapter 11 for Agreed Debt Swap ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Momentive Performance Inc., the world's second- largest producer of silicones for the semiconductor industry, filed a Chapter 11 petition on April 13 in White Plains, New York, after negotiating agreement for conversion of $1.16 billion in 9% second-lien notes into new stock. According to the report, agreement on the plan was reached with holders of 85% of the second-lien notes. Waterford, New York- based Momentive said the plan will be filed in the "near term." The restructuring support agreement calls for court approval of the Chapter 11 plan within four months. Momentive was acquired by Apollo Management LP in a $3.8 billion transaction in 2006, the report related. Apollo holds about 90% of the equity. The forthcoming plan will eliminate $3 billion in debt, leaving the company with $1.2 billion, the report further related. The plan calls for full payment on the existing $237 million revolving credit and term loan, $1.1 billion in 8.875% first-lien notes, and $250 million in 10% senior secured notes. Bank of New York Mellon Trust Co. is agent for those obligations. General unsecured creditors also will be paid in full. The $635 million in 9 percent second-lien notes due in 2021 traded on April 11 for 78.125 cents on the dollar, the Bloomberg report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. By 12:38 p.m. on April 14, the bonds had risen to 81 cents, Bloomberg said. The $381.9 million in senior subordinated notes of 2016 traded at 12:42 p.m. for 29 cents on the dollar. MOMENTIVE PERFORMANCE: Case Summary & 50 Top Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- MPM Silicones, LLC 14-22503 fka GE Silicones, LLC 260 Hudson River Road Waterford, NY 12188 Juniper Bond Holdings I LLC 14-22504 Juniper Bond Holdings II LLC 14-22505 Juniper Bond Holdings III LLC 14-22506 Juniper Bond Holdings IV LLC 14-22507 Momentive Performance Materials Holdings Inc. 14-22508 Momentive Performance Materials Inc. 14-22509 Momentive Performance Materials Quartz, Inc. 14-22510 Momentive Performance Materials USA Inc. 14-22511 Momentive Performance Materials Worldwide Inc. 14-22512 Momentive Performance Materials South America Inc. 14-22513 Momentive Performance Materials China SPV Inc. 14-22514 Type of Business: Silicone and Quartz Producer Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Hon. Robert D. Drain Debtors' Counsel: Matthew Allen Feldman, Esq. Rachel C. Strickland, Esq. Jennifer J. Hardy, Esq. WILLKIE FARR & GALLAGHER LLP 787 Seventh Avenue New York, NY 10019-6099 Tel: 212-728-8651 Fax: 212-728-8111 Email: maosbny@willkie.com jhardy2@willkie.com rstrickland@willkie.com Debtors' ALIXPARTNERS, LLP Restructuring Advisors: Debtors' MOELIS & COMPANY LLC Investment Banker: Debtors' Claims KURTZMAN CARSON CONSULTANTS LLC and Noticing Agent: Consolidated Assets: $2.7 billion as of Dec. 31, 2013 Consolidated Liabilities: $5.02 billion as of Dec. 31, 2013 The petitions were signed by Douglas A. Johns, executive vice president, general counsel, and secretary. Consolidated List of Debtors' 50 Largest Unsecured Creditors: Nature of Entity Claim Claim Amount ------ --------- -------------- The Bank of New York Mellon Trust Notes $1,160,687,000 Company, N.A. 525 William Penn Place 38th Floor Pittsburgh, PA 15259 Fax: 412-234-7535 GE Capital Equity Investments, Inc. Note $876,955,326 201 Merritt 7, 1st Floor P.O. Box 4800 Norwalk, CT 06856-4259 Account Manager ? Momentive Fax: 203-229-5097 The Bank of New York Mellon Notes $381,869,000 525 William Penn Place 38th Floor Pittsburgh, PA 15259 Fax: 412-234-7535 The Bank of New York Mellon Trust Notes $182,945,280 Company, N.A. 525 William Penn Place 38th Floor Pittsburgh, PA 15259 Fax: 412-234-7535 Odyssey Logistics & Trade Debt $3,685,324 Technology Corp. 39 Old Ridgebury Rd Danbury, CT 06810 Tel: 704-529-6300 Fax: 704-973-0987 Globe Metalurgical Inc. Trade Debt $3,642,356 Country Road 32 Beverly, OH 45715 Tel: 800-845-6238 Fax: 740-984-8691 Mitsubishi Gas Chemical Trade Debt $3,338,333 America Inc. 655 3rd Ave, 24th Floor New York, NY 10017 Tel: 212-687-9030 Fax: 212-687-2810 Amerada Hess Inc. Trade Debt $2,500,510 126 N. Salina Street Syracuse, NY 13202 Tel: 315-234-5300 Fax: 315-423-0964 Fischback USA Inc. Trade Debt $2,428,175 900 Peterson Drive Elizabethtown, KY 42701 Tel: 270-769-9333 Fax: 270-505-1256 Unimin Corp Trade Debt $2,248,247 258 Elm St. New Canaan, CT 06840 Tel: 203-966-8880 Fax: 203-972-1870 Auramet Trading LC Trade Debt $1,936,507 2 Executive Drive, Suite 645 Fort Lee, NJ 07024 Tel: 201-905-5000 Fax: 201-905-5001 Mauser USA LLC Trade Debt $1,423,139 219 Commercial Drive Mount Vernon, OH 43050 Tel: 740-397-1762 Fax: 740-397-0302 Sea Lion Technology Inc. Trade Debt $1,181,360 5700 Century Blvd. Texas City, TX 77592 Tel: 409-948-4351 Fax: 281-337-7758 Kao Specialties Americas LLC Trade Debt $1,020,997 1620 Belmar St. High Point, NC 27261 Tel: 336-307-0112 Fax: 336-884-1069 Ungerer & Co. Trade Debt $835,200 110 N. Commerce Way Bridgeville, PA 15017 Tel: 610-882-3869 Fax: 610-868-0530 General Electric Trade Debt $817,059 10 Riverview Drive Danbury, CT 06810 Tel: 203-749-6000 Fax: 203-567-8486 Zhejiang Huanxin Fluoro Trade Debt $789,033 Material Co. Lt. No. 1007 Jiu Ling Xi Road Yongkang 130 321300 China Tel: 86-579-7271585 Fax: 5797271599 Nippon Kasei Chemicals Co. Ltd. Trade Debt $762,285 188 Shinkawa Chuo-Ku Tokyo 1040033 Japan Schuetz Container Systems Inc. Trade Debt $609,732 200 Aspen Hill Rd. North Branch, NJ 08876 Tel: 908-526-6161 Fax: 908-526-5621 QSIP Canada ULC Trade Debt $538,822 6500 Yvon Trudeau Becancour, QC G9h 2V8 Canada Tel: 819-294-6000 Fax: 819-294-9001 Unipex Solutions Canada Trade Debt $410,046 1570 Ampere Ste 106 Boucherville, QC J4B 7L4 Canada Tel: 450-449-6363 Fax: 450-449-5281 McJunkin Corporation Trade Debt $408,414 12 Parkway Place Edison, NJ 08837 Tel: 732-225-4005 Fax: 732-220-1453 The B&B Albany Pallet Co. Inc. Trade Debt $346,622 Drawer T Solvay Road Jamesville, NY 13078 Tel: 315-492-1786 Fax: 315-469-4946 Occidental Chemicals Corporation Trade Debt $343,988 5005 LBJ Freeway Dallas, TX 75380 Tel: 800-752-5151 Fax: 713-985-1491 Packaging Corporation of America Trade Debt $328,964 212 Roelee St. Trinity, NC 27370 Tel: 336-434-0600 Fax: 336-861-5601 American Chemistry Council Trade Debt $317,356 1300 Wilson Blvd. Arlington, VA 22209 Tel: 703-741-5000 Fax: 703-741-6050 Imerys Ceramics Trade Debt $316,453 100 Mansell Court East Ste 300 Roswell, GA 30076 Tel: 770-594-0660 Fax: 770-645-3631 Applied Ceramics Inc. Trade Debt $306,362 5555 Pleasantdale Rd. Doraville , GA 30340 Tel: 770-448-6888 Fax: 770-368-8261 RA Mueller, Inc. Trade Debt $302,316 11270 Cornell Park Dr. Cincinnati, OH 45242 Tel: 513-247-5336 Fax: 713-996-6261 Bearing Distributors, Inc. (BDI) Trade Debt $302,149 8000 Hub Parkway Cleveland, OH 44125 Tel: 216-642-9100 Fax: 216-642-9573 Addivant USA LLC Trade Debt $296,805 P.O. Box 8600 Philadelphia, PA 19178-6702 Tel: 203-573-2759 Fax: 317-667-1672 Xinyaqiang Silicon Chemistry Trade Debt $296,509 No.3 Jingwu Rd. Industrial Park Suqian City 100 223809 China Tel: 86-527-882621 Fax: 86-527-88262155 Calumet Penreco LLC Trade Debt $295,977 2780 Waterfront Pkwy E. Dr. Indianapolis, IN 46214 Tel: 877-269-4711 Fax: 724-756-1050 Specialty Minerals Inc. Trade Debt $290,288 640 North 13th Street Easton, PA 18042 Tel: 800-225-1156 Fax: 413-743-4527 Zircoa Inc. Trade Debt $285,735 31501 Solon Rd. Solon, OH 44139 Tel: 440-349-7224 Fax: 440-248-8864 Praxair Inc. Trade Debt $263,346 39 Old Ridgebury Rd. Danbury, CT 06810-5113 Tel: 203-837-2000 Fax: 203-837-2511 Transpek Industry Ltd. Trade Debt $260,864 6th Flr, Marble Arch Race CourseCircle Vadodara - 390 007 Gujarat-India Univar USA Inc. Trade Debt $258,409 17425 NE Union Hill Rd. Redmond, WA 98052 Tel: 845-889-3621 Fax: 845-828-8515 BASF Corp. Trade Debt $255,236 100 Campus Dr. Florham Park, NJ 07932 Tel: 800-443-6460 Fax: 800-634-9105 SCM Metal Products Inc. Trade Debt $249,594 PSC Trade Debt $243,950 OCI Melamine Americas Inc. Trade Debt $243,664 Allegheny Power Trade Debt $235,411 Galata Chemicals, LLC Trade Debt $232,389 Airgas Inc. Trade Debt $225,684 DXP Enterprises Inc. Trade Debt $223,247 CEVA Logistics U.S., Inc. Trade Debt $222,567 Albea Americas Inc. Trade Debt $222,046 Take Care Health Systems Trade Debt $221,644 Greif Inc. Trade Debt $201,714 MULTI PACKAGING SOLUTIONS: S&P Withdraws 'B' Corp. Credit Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its 'B' corporate credit rating on Multi Packaging Solutions Inc. "The withdrawal follows the completion of the merger between Chesapeake Services Ltd. and MPS, which formed parent company Chesapeake/MPS Merger Ltd.," said Standard & Poor's credit analyst Daniel Krauss. The 'B+' issue-level rating and '2' recovery rating on MPS' $50 million revolving credit facility and $330 million senior secured term loan remain unaffected. The 'B-' issue-level and '5' recovery ratings on the $200 million senior unsecured notes issued by MPS also remain unaffected. The corporate credit rating of 'B' will remain at the Chesapeake/MPS Merger Ltd. level. The outlook is stable. MUNDY RANCH: April 29 Hearing on Adequacy of Plan Outline --------------------------------------------------------- The Bankruptcy Court will convene a final hearing on April 29, 2014, at 10:30 a.m., to consider adequacy of information in the Disclosure Statement explaining the Plan of Reorganization for Mundy Ranch Inc. Objections, if any, are due April 25. As reported in the Troubled Company Reporter, Robert Mundy, a shareholder of the Debtor, submitted a plan of reorganization for the Debtor on Jan. 9, 2013. According to Robert Mundy, the Debtor failed to file its own Plan within the time allowed. Robert is the son of James Mundy, the president and person in control of the Debtor. The entire beneficial interest of the Debtor is owned by James Mundy, sons Robert and Mark Mundy, or by children of Mark Mundy. Mundy's Plan proposes to treat claims and interests as follows: (1) The scheduled amount of the New Mexico Department of Taxation and Revenue Priority Claim in Class 1 will be paid from the first available liquidation proceeds after all administrative claims and all Class 2, 3 and 4 claims have been paid, together with interest. (2) The Class 2 Claim of Rio Arriba County, secured by statutory lien on all of the Debtor's real property assets, will be paid in full from the proceeds of the liquidation of each parcel of real property, as each parcel is sold, together with interest. (3) The Class 3 claim of Rabo Agrifinance, secured by first mortgage on the Mundy Ranch, will be paid from the liquidation proceeds of the sale of all or any portion of the Mundy Ranch, together with interest, after payment of costs of sale and the Class 2 claim. (4) The Class 4 claim of Valley National Bank, secured by a second mortgage on the Mundy Ranch, will be paid from the liquidation proceeds of the sale of all or any portion of the Mundy Ranch, together with interest, after payment of costs of sale and the claims of Class 2 and Class 3 claims. (5) Non-insider general unsecured non-priority claims in Class 5 will be paid after payment of Class 1, 2, 3 and 4 claims, pro- rata, together with interest. (6) Any liquidation proceeds remaining after payment of all administrative claims and all claims in Classes 1, 2, 3, 4, 5, 6, 7 and 8 will be divided pro-rata among the common and preferred shareholders pro-rata to their interests. Payments and distributions under the Plan will be funded by the income from the liquidation of the Debtor's assets. According to Mr. Mundy, if the values of the Debtor's assets as reported by the Debtor are accurate, there will be more than enough proceeds available to pay all claims in Classes 1 through 6, with the residual being distributed to Classes 7, 8 and 9, the equity security holders. About Mundy Ranch Mundy Ranch Inc. -- http://www.mundyranch.com/-- is a family- owned corporation organized under the laws of the State of New Mexico with its principal place of business in Rio Arriba County, New Mexico. Mundy Ranch sells undeveloped parcels of real property in northern New Mexico which together occupy approximately 6,000 acres of land. The majority of the land consists of an undivided 5,500 acre parcel, which is also called Mundy Ranch. Mundy Ranch scheduled the Mundy Ranch Parcel as having a value of $17,000,000, with secured claims against the Mundy Ranch Parcel in the amount of $2,095,000. Mundy Ranch generates substantially all of its revenue from developing and selling parcels of land. It generates a small amount of revenue by selling Christmas trees. Mundy Ranch, Inc., filed a Chapter 11 petition (Bankr. D. N.M. Case No. 12-13015) in Albuquerque, New Mexico. The Law Office of George Dave Giddens, PC, in Albuquerque, serves as counsel to the Debtor. The Debtor estimated assets of $10 million to $50 million and debts of up to $10 million. NATURAL MOLECULAR: U.S. Trustee Amends Committee Members -------------------------------------------------------- Gail Brehm Geiger, Acting U.S. Trustee for Region 18, on March 20 amended the members of the Official Committee of Unsecured Creditors in the Chapter 11 case of Natural Molecular Testing Corporation: The new members of the Committee are: 1. Camber Health Partners Attn: Stephanie Bloomfield, Attorney GORDON THOMAS HONEYWELL 1201 Pacific Avenue, Suite 2100 Tacoma, WA 98402 Tel: (253) 620-6514 Fax: (253) 620-6565 E-mail: sbloomfield@gth-law.com 2. GenoPath Solutions, LLC Attn: William M. Hancock, Attorney WOLFE, JONES, CONCHIN, WOLFE, HANCOCK & DANIEL, LLC 905 Bob Wallace Avenue Huntsville, AL 35801 Tel: (256) 534-2205 Fax: (256) 519-6691 E-mail: bankruptcy@wolfejones.com 3. Pharmacogenomics Testing, LLC Attn: Charlie Rodkey, President 25806 Lewis Ranch Road New Braunfels, TX 78132 Tel: (210) 218-8610 E-mail: crrodkey@gmail.com 4. Honolulu Blue Ventures Attn: Jim Grossi, Managing Member 25 Ionia SW, Suite 503 Grand Rapids, MI 49503 Tel: (248) 425-3880 E-mail: jgrossi@hbvusa.com Natural Molecular Testing Corp., which provides molecular diagnostic-testing services, including testing for sexually transmitted diseases and screening and counseling about cystic fibrosis, filed a petition for Chapter 11 protection (Bankr. W.D. Wash. Case No. 13-19298) on Oct. 21, 2013, in Seattle. Hacker & Willig, Inc., P.S., serves as its bankruptcy counsel. The closely held company said assets are worth more than $100 million while debt is less than $50 million. Gail Brehm Geiger, Acting U.S. Trustee for Region 18, appointed a five-member Committee of Unsecured Creditors. Foster Pepper's Jane Pearson, Esq.; Christopher M. Alston, Esq., and Terrance Keenan, Esq., serve as the Committee's attorneys. NGPL PIPECO: Fitch Lowers IDR to 'B-'; Outlook Negative ------------------------------------------------------- Fitch Ratings has downgraded the Issuer Default Rating (IDR) for NGPL PipeCo LLC (NGPL) to 'B-' from 'B'. Also downgraded, to 'B- /RR4' from 'B/RR4', are NGPL's senior notes and Term Loan B. The Rating Outlook is revised to Negative from Stable. A total of $2.95 billion of outstanding senior debt is affected by the rating downgrade. KEY RATING DRIVERS The downgrade reflects NGPL's weakening credit metrics, primarily the result of 2010 Federal Energy Regulatory Commission (FERC) mandated phased-in decreases in operating subsidiary Natural Gas Pipeline Company of America's (NGPCA) base recourse rates and fuel retention factors, and unfavorable market conditions. Current gas market conditions characterized by low commodity prices, reduced basis spreads, and low volatility will likely have a further negative impact on near- to intermediate-term operating results. Furthermore, growing natural gas production from the Marcellus basin is displacing historical supplies shipped on certain west- to-east transport paths, particularly on the company's Louisiana Line. Fitch expects NGPL's calendar 2013 debt/EBITDA to be approximately 9.64x based on Fitch estimated EBITDA of $306 million. NGPL's ability to maintain the current level of EBITDA could result in a modest improvement in leverage metrics to 9.5x or below in 2014- 2015 as the Term Loan balance is reduced through the credit facilities' debt amortization and excess cash flow sweep provisions. However, a breach of the credit facilities' leverage covenant could occur in the future, especially since the maximum leverage test drops from 9.75x to 9.50x in 2015 and drops again to 9.25x in 2016. Management has indicated that $50 million of cash now held at NGPL's holding company could be available for use to cure a financial covenant breach. Other credit concerns include: the relatively short average term of NGPCA's transportation and storage contracts of approximately three years and the related re-contracting risk; the limiting effect of reduced cash flows on the company's operating flexibility and strategies; and the refinancing of maturing $1.25 billion senior notes and the Term Loan B (currently $650 million) in 2017. Favorable considerations include NGPL's strong Chicago/Midwest market franchise which accounts for a significant portion of total EBITDA, its high-quality and reliable utility customer base, a strong demand for storage services, limited liquidity needs, and the near-term financial benefits of a cold 2014 winter heating season. Also the interconnection between NGPL's Louisiana Line with the Sabine Pass liquid natural gas (LNG) facility could result in increased throughput in 2016-2017, when the facility is expected to begin exporting LNG. Liquidity Adequate: NGPL's $75 million secured revolver matures in September 2017. In March 2013, NGPL and its lenders entered into a First Amendment to the credit agreement by which two financial covenants were loosened. As amended, interest coverage must not be less than 1.35x through March 31, 2013; 1.20x thereafter through Sept. 30, 2015; and 1.30x thereafter. Leverage must not exceed 9.75x through Sept. 30, 2015; 9.50x thereafter through Sept. 30, 2016; 9.25x thereafter through March 31, 2017; and 9.00x thereafter. At Sept 30, 2013, the interest coverage ratio was 1.33x and the leverage ratio was 9.61x. In addition, the excess cash flow sweep was increased from 60% of excess cash flow to 100% of excess cash flow if the leverage ratio is over 7.0x. NGPL had $60 million of cash on its balance sheet at Sept. 30, 2013. NGPL's senior notes together with its Term Loan B and $75 million revolving credit facility (the credit facilities) are secured equally and ratably by a first priority lien on the capital stock of NGPL's two direct operating subsidiaries, NGPCA and Kinder Morgan Illinois Pipeline LLC (the shared collateral). The subsidiaries had no indebtedness at Sept. 30, 2013. The lenders under the credit facilities also have a lien on all current and future assets of NGPL not constituting shared collateral. Currently there is no material non-shared collateral. Under the terms of the indenture for the senior notes, at such time the credit facilities are repaid in full, or the liens for the shared collateral cease to secure the credit facilities, the liens in the shared collateral granted for the benefit of the senior notes will terminate. The senior note indenture has restrictions on asset sales, restricted payments, and debt incurrence. Should the notes be rated investment grade, indenture covenants restricting certain NGPL activities would no longer apply. Covenants that would be affected include restricted payments, incurrence of debt, and transactions with affiliates. Recovery Rating Analysis: Fitch projects a going-concern enterprise valuation of $1.54 billion, using a 5.5x multiple and an EBITDA of approximately $280 million, which is 8.5% lower than 2013 Fitch estimated EBITDA of $306 million. After deducting Fitch's standard 10% administrative claim, Fitch estimates recovery of the senior notes and Term Loan B at their current outstanding amount of $2.95 billion of 47%, which is near the high end of the 31%-50% 'RR4' range. Debt reduction through the credit facilities' debt amortization and excess cash flow sweep provisions could result in improving recovery. RATING SENSITIVITIES Positive: future developments that may, individually or collectively, lead to a positive rating action include: -- Improving credit metrics through some combination of revenue growth and or debt reduction with sustained leverage below 7.0x; -- Successfully refinancing of debt which is maturing in 2017. Negative: Future developments that may, individually or collectively, lead to a negative rating action include: -- Operating results that are weaker than current expectations; -- A breach of the credit facilities' financial covenants; -- The inability to refinance debt maturing in 2017. NGPL is 80% owned by Myria Acquisition Inc., a consortium of investors including Brookfield Infrastructure Partners, SteelRiver Infrastructure Fund North America, a Canadian pension fund and a Netherlands pension fund 20% owned by Kinder Morgan, Inc. (IDR rated 'BB+' Outlook Stable by Fitch). Fitch downgrades the following ratings and revises the Outlook to Negative from Stable: NGPL PipeCo LLC -- IDR to 'B-' from 'B'; -- Senior secured notes to 'B-/RR4' from 'B/RR4'; -- Term Loan B to 'B-/RR4' from 'B/RR4'. NIOCAN INC: TSX Reviews Continued Listing Eligibility ----------------------------------------------------- Niocan Inc. on April 11 disclosed that it has received notice of from the Toronto Stock Exchange stating that the TSX is currently reviewing the eligibility of the Company for continued listing of its securities on the TSX. Specifically, the TSX is evaluating the Company with respect to the following two requirements: (i) the minimum expenditures on exploration and/or development work, and (ii) the minimum market value of publicly "freely-tradable" shares. The Company is discussing with the TSX its current expenditures made to develop the Oka Niobium Property and the Great Whale Iron Property. The TSX has asked that the Company provide information related to the delisting review within 120 days to demonstrate compliance with the TSX Requirements. If the Company is unable to demonstrate on or before August 5, 2014 that it meets the TSX Requirements, its securities will be delisted 30 days from such date. The Company shall provide further information and comments to the TSX. Headquartered in Montreal, Canada, Niocan Inc. -- http://www.niocan.com/-- is a development-stage company. The Company has mineral exploration and development properties in the province of Quebec. The Company's is devoted to financing, developing and obtaining permits for its niobium property in Oka (the Oka Niobium Project). NNN 123: Seeks Approval of Restructuring Support Agreement ---------------------------------------------------------- NNN 123 North Wacker, LLC, and NNN 123 North Wacker Member, LLC, maintained that their restructuring support agreement warrants approval from the U.S. Bankruptcy Court for the Northeastern District of Illinois, Eastern Division, and asserted that the objections to the RSA should be overruled. The RSA, which was signed on Feb. 21, 2014, and amended on March 13, was a result of discussions and negotiations with the secured lender and two proposed equity investors, to develop a restructuring scenario that will provide meaningful benefits to the Debtors' estates, the 30-story blue chip office building at 123 N. Wacker Drive, in Chicago, Illinois, and the non-debtor tenant in common. The RSA proposes to give consenting non-debtor TICs limited interests in the parent, intended to allow them to continue their tax deferrals and share in the upside if the Property recovers. The non-debtor TICs would further benefit from a covenant not to sue that releases them and their principals from claims based on the defaulted loan arising prior to the closing. Moreover, the RSA provides that if the proposed purchaser acquires the property, to reinstate the existing mortgage loan as modified in the manner negotiated by the parties to the RSA. Furthermore, the RSA commits the proposed investors, ND Investment-123 N. Wacker-T, LLC, and Sovereign Capital Management Group, Inc., to contribute new equity of $12-15 million if the Proposed Purchaser acquires the Property. The RSA was entered into between and among (i) Wells Fargo Bank, N.A., as trustee and successor collateral agent for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass-Through Certificates, Series 2005-C4; (ii) Wells Fargo Bank, National Association, a national banking association, as trustee for the beneficial owners of N-Star REL CDO VI Grantor Trust, Series Hl (iii) ND Investment; (iv) Sovereign; and the Debtors. Wells Fargo Supports RSA Wells Fargo Bank, N.A., as Trustee for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass- Through Certificates, Series 2005-C4 acting by and through C-III Asset Management LLC, a Delaware limited liability company, as successor to Midland Loan Services Inc., in its capacity as special servicer for the 123 North Wacker Whole Loan, pursuant to the Pooling and Servicing Agreement dated December 1, 2005, join in the Debtors' assertions and asked the Court to approve the RSA. Wells Fargo asserted that the RSA was negotiated aggressively, extensively, and at arm's length by and among the Debtors, the Noteholder, and other parties. The terms of the RSA reflect significant concessions by the Noteholder, which holds the fulcrum security in the Chapter 11 cases and whose consent is integral to a restructuring of the Property, Wells Fargo further asserted. TIC Members Object to RSA NNN 123 North Wacker 1, LLC, and several tenants in common who own over 86% of the property that constitutes the only significant asset of the Debtors, argued that the restructuring motion, and indeed both of the bankruptcy cases filed by the Debtors, are blatant attempts to have Daymark Properties Realty, Inc., or an affiliate or related party seize control of the 30-story blue chip office building at 123 N. Wacker Drive, in Chicago, Illinois. The TIC Members complain, among other things, that the Restructuring Motion does not address why the RSA is necessary, noting that the RSA appears structured to deny the TIC Members the opportunity to negotiate with the lender. Troy Thomas, a member of NNN 123 North Wacker, LLC, also objected to the Restructuring Motion, arguing that the motion should be denied for a variety of reasons, including (i) the Debtor?s complete lack of corporate authority to propose entering into the RSA or even to have filed the Chapter 11 case, (ii) the RSA is not a proper exercise of the Debtor?s business judgment and would represent a breach of the fiduciary duties owed by the manager of the Debtor to its members, since the RSA terms primarily benefit the purported manager of the Debtor and the Lenders and are detrimental to the interests of Debtor?s members, and (iii) the RSA is unnecessary. The Debtors are represented by D. Tyler Nurnberg, Esq., Anthony G. Stamato, Esq., Daniel J. Hartnett, Esq., and Seth J. Kleinman, Esq., at KAYE SCHOLER LLP, in Chicago, Illinois. Wells Fargo is represented by Thomas S. Kiriakos, Esq., and Aaron Gavant, Esq., at Mayer Brown LLP, in Chicago, Illinois; and W. Michael Bond, Esq., and Elisa R. Lemmer, Esq., at Weil, Gotshal & Manges LLP, in New York. The TIC Members are represented by Emily Stone, Esq., at LOEB & LOEB LLP, in Chicago, Illinois; and Bernard R. Given II, Esq., at Loeb & Loeb LLP, in Los Angeles, California. Mr. Thomas is represented by Stephen T. Bobo, Esq. -- sbobo@reedsmith.com -- and Theresa Davis, Esq. -- tdavis@reedsmith.com -- at Reed Smith LLP, in Chicago, Illinois. 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. NNN 123: Cash Collateral Hearing Continued to June 30 ----------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois, will convene a hearing on June 30, 2014, at 10:30 AM, regarding NNN 123 North Wacker LLC's use of cash collateral. As reported in the Troubled Company Reporter on Jan. 7, 2014, the Debtor sought and obtained authorization from the Court to use cash collateral until Jan. 31, 2014, to pay expenses related to the improved real property located at 123 North Wacker Drive in Chicago. A copy of the budget is available for free at: http://bankrupt.com/misc/NNN123cashcollorderbudget.pdf The party with an interest in the cash collateral is Wells Fargo Bank, N.A., as Trustee, for the registered holders of GE Commercial Mortgage Corporation, Commercial Mortgage Pass- Through Certificates, Series 2005-C4 acting by and through C-III Asset Management LLC, a Delaware limited liability company, as successor to Midland Loan Services Inc., in its capacity as special servicer for the 123 North Wacker Whole Loan pursuant to a Pooling and Servicing Agreement dated Dec. 1, 2005. As adequate protection for the use of cash collateral, the Lender will receive a $520,701 adequate protection payment to be applied to the indebtedness owed pursuant to the loan documents. The $669,981.52 of remaining amounts needed to fund the required tenant improvements costs and leasing commissions associated with the lease of office space to FPL Corporate Services, LLC, will be placed by the Lender in an escrow account with Zodiac Title Services LLC. 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. NORTHERN BERKSHIRE: BMC Has Hired 143 of NARH's Employees --------------------------------------------------------- Sam Hudzik, writing for New England Public Radio's Nepr.net, reported that Berkshire Medical Center said it has hired 143 of Northern Berkshire Healthcare's employees who were affected by the hospital operator's abrupt closure in March. About a 100 were hired for permanent positions and the rest on 90-day contracts. The report also said home care and hospice services continue without interruption, according to a statement from BMC. Local family medicine and OB-GYN practices continue to see patients, and lab services are available. According to the report, still unsettled is the emergency care. BMC said it is trying to open a "satellite emergency facility" but a spokesperson said the time- frame and location are still uncertain. Tammy Daniels, writing for iBerkshires.com, reported earlier this month that NBH filed for Chapter 7 bankruptcy on April 3, throwing efforts to restore emergency services into uncertainty. The report said Judge John J. Agostini of the Berkshire Superior Court continued a temporary restraining order on the North Adams Regional Hospital to restore emergency services through the auspices of BMC. Judge Agostini's authority to continue the TRO, however, was called into question because of the bankruptcy filing. According to Mr. Daniels' report, attorneys representing the attorney general's office argued that the public health emergency created by the hospital closure takes precedent. They have asked for a 90-day injunction -- the amount of time required by state regulations for closing an "essential hospital service" -- to allow time for alternatives to be considered. iBerkshires.com reported that Daniel C. Cohn, Esq., at Murtha Cullina LLP, representing NBH, said his client wanted the talks of reopening the emergency department to continue but the federal bankruptcy proceedings trumped the judge's authority. Until a federal trustee is assigned, there is no one who can make decisions regarding the hospital property. Mr. Cohn may be reached at: Daniel C. Cohn, Esq. MURTHA CULLINA LLP 99 High Street, 20th Floor Boston, MA 02110 Tel: 617-457-4155 Fax: 617-482-3868 E-mail: dcohn@murthalaw.com iBerkshires.com's Andy McKeever reported that Judge Henry J. Boroff, who is presiding over the Chapter 7 case, on April 7 agreed that reopening the emergency services was a priority. The judge went so far as to wonder if he shouldn't put in an extra layer of authority to uphold the state's previous order for BMC to operate the Emergency Department. The report said the court- appointed Trustee Harold B. Murphy, Esq., at Murphy & King PC, the attorneys for the state, Berkshire Health Systems and major creditor Wells Fargo Bank assured Judge Boroff that they were in agreement. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc., a non-profit healthcare corporation in northern Berkshire County, Massachusetts, filed for Chapter 7 bankruptcy on April 3, days after closing the North Adams Regional Hospital on March 28. The Board of Trustees cited a worsening financial status following Chapter 11 bankruptcy in 2011, financial restructuring and the closing of its psychiatric facility in January. Berkshire Medical Center has been apponted to resume operation of NARH's ER. NBH emerged from Chapter 11 bankruptcy proceedings in June 2012. NBH, together with affiliates, operated the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presided over the Chapter 11 cases. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., served as bankruptcy counsel in the Chapter 11 cases. The Debtors' Financial Advisors were Carl Marks Advisory Group LLC. GCG Inc. served as claims and noticing agent. NBH disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. The Debtors obtained confirmation of their Chapter 11 plan on April 10, 2012. According to the Troubled Company Reporter on June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012, it has emerged from Chapter 11 reorganization. ORMET CORP: 7th Interim Winddown Plan Approved ---------------------------------------------- Judge Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware issued a seventh interim order approving Ormet Corporation, et al.'s interim plan to wind down their business and granting them authority to modify employee benefit plans consistent with the winddown plan. The Debtors are authorized to make payments through and including April 17, 2014, in the implementation of the Interim Winddown Plan. The Court will hold a further hearing on April 17, at 10:30 a.m. (ET). About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. In December 2013, Ormet completed a previously approved sale of its alumina smelter in Burnside, Louisiana, to Almatis Inc. for $39.4 million. There was no auction. Completion of a court- approved sale of the business to lender and part owner Wayzata Investment Partners LLC became impossible when Ohio utility regulators refused in October to grant reductions in electricity prices. Wayzata would have acquired the business largely in exchange for debt. Ormet also has sold 32,000 metric tons of alumina for $8.4 million to Glencore AG, and its rights and interests in and to 17,086 MT baked carbon anodes, located at the Debtors' Hannibal, Ohio location, and its rights and interest in and to 34,755 MT baked carbon anodes, located in a storage in Baltimore, Maryland, to Alcoa Materials Management, Inc. PACIFIC STEEL: Can Hire Burr Pilger Mayer as Fin'l Consultant ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized Pacific Steel Casting Company, et al., to employ Burr Pilger Mayer, a certified public accounting firm, as financial consultant. As reported in the Troubled Company Reporter on April 9, 2014, BPM will, among other things: a. assist in the preparation of cash collateral budgets, review all expenditures to ensure conformity with those budgets and to support the loan underwriting process; b. develop financial analysis, as necessary to support the loan underwriting process; and c. assist in the loan closing process. The hourly rates of BPM's personnel are: Experience Level Rate ---------------- ---- Principals $325 - $500 Directors and Managers $215 - $450 Supervisors, Seniors, and Staff $65 - $250 Administrative $55 - $65 On March 6, 2014, BPM received payment of: 1. $69,064 from PSC for services rendered from Nov. 7, 2013, through March 6, 2014, that exceeded the initial $2,500 retainer on behalf of both PSC and BP; and 2. a $50,000 prepetition retainer from PSC on behalf of both PSC and BP for the chapter 11 bankruptcy cases. BPM was not owed any amounts by PSC or BP on the Petition Date. About Pacific Steel Casting Company 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. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. PACIFIC STEEL: Court Approves Binder & Malter as Counsel -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California authorized Pacific Steel Casting Company to employ Binder & Malter, LLP, as counsel. As reported in the Troubled Company Reporter on March 25, 2014, 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 said. 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 related 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. About Pacific Steel Casting Company 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. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. PALM DRIVE: S&P Lowers SPUR to 'CCC+'; Outlook Developing --------------------------------------------------------- Standard & Poor's Ratings Services lowered its underlying rating (SPUR) to 'CCC+' from 'B-' on Palm Drive Health Care District, Calif.'s series 2000 general obligation (GO) bonds. The outlook is developing. "The rating actions are based on the district board's filing a petition for bankruptcy protection under Chapter 9 of the U.S. Bankruptcy Code on April 7, as well as our assessment of the impact of the hospital closure and resulting potential elimination of operational risk," said Standard & Poor's credit analyst Misty Newland. At the same time, S&P placed on CreditWatch with negative implication its 'BB' rating on the district's series 2005 parcel tax revenue bonds and Northern California Health Care Authority's series 2010 certificates of participation (parcel tax-secured financing program), issued on behalf of the district, pending additional information on whether the parcel tax-backed debt will be treated as special revenue bonds in bankruptcy. The district filed for bankruptcy protection under Chapter 9 on April 5, 2007, and emerged on May 19, 2010, which included a court order confirming the plan of adjustment, which found that the parcel tax revenues qualified as special revenues under Section 902(2) of the Bankruptcy Code. A similar provision did not exist for the GO bonds. PENINSULA HOSPITAL: Court Approves Amendment to PGN Sale Agreement ------------------------------------------------------------------ Upon the Motion of Lori Lapin Jones, Chapter 11 Trustee, for the estates of Peninsula Hospital Center and Peninsula General Nursing Home Corp. d/b/a Peninsula Center for Extended Care & Rehabilitation, Judge Elizabeth S. Strong of the U.S. Bankruptcy Court for the Eastern District of New York approved the Second Amendments to the August 8, 2012 Sale Agreements by and between the Trustee and the PGN Purchasers relating to the sale of the assets and properties of PGN, which provide, among other things, for a Credit to the Purchase Price of the PGN Real Property under the conditions therein stated in the amount of $325,000 and the consent of the Trustee to the transfer of the membership interest in Beach 50th Street, LLC. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. In April 2013, the bankruptcy court discharged Daniel T. McMurray from his duties and responsibilities as patient care ombudsman. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Certilman Balin, & Hyman, LLP, which counts Mr. McCord as one of the firm's members, served as counsel for the Examiner. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. -- ljones@jonespllc.com -- was named Chapter 11 Trustee in March 2012, replacing Todd Miller, the Debtors' Chief Executive Officer. The Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP as her counsel. Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's special counsel in connection with her investigation of the Debtors. She obtained approval to employ Garfunkel Wild, P.C., as her special health care, regulatory, corporate, finance and litigation counsel; and Foy Advisors LLC as consultant. PIER 1 IMPORTS: S&P Assigns 'B+' CCR & Rates $200MM Sr. Loan 'B+' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Fort Worth, Texas-based specialty home furnishings retailer Pier 1 Imports Inc. The outlook is stable. Concurrently, S&P assigned a 'B+' issue-level rating to the company's $200 million senior secured term loan with a '3' recovery rating, indicating S&P's expectation for meaningful (50%- 70%) recovery in the event of a payment default. S&P do not rate the company's $350 million asset-based lending (ABL) revolver. According to the company, it will use approximately half the proposed proceeds to fund cash to the balance sheet for general corporate purposes and pay related fees and expenses, with the remainder to repurchase shares outstanding. "The ratings on Pier 1 reflect our assessment of the "weak" business risk profile and "aggressive" financial risk profile," said credit analyst Diya Iyer. "The business profile reflects the company's participation in the highly competitive and fragmented specialty home furnishing industry, where it has an estimated 1% market share. It also reflects the high level of historical volatility in earnings, with losses steeper than retail peers during the latest recession." The stable outlook incorporates S&P's expectation that performance will remain relatively flat over the next year, with the company only modestly reducing debt with cash flow generation. Although S&P forecasts some improvement in the company's credit protection measures, S&P believes they will remain commensurate with an "aggressive" financial risk profile over the next year. Upside Scenario To consider an upgrade, Pier 1 would deliver performance ahead of S&P's expectations, with revenue growth in the 20% range and gross margin expansion of more than 200 basis points (bps). At that time, leverage would be in the high-3.0x range, which would cause S&P to revise its financial risk profile to "significant." Downside Scenario S&P could lower the rating if performance falls significantly below its projections because of flat sales and margin contraction. Under this scenario, revenue would turn flat to slightly negative and gross margin would shrink more than 100 bps, with leverage approaching the 5.0x area. This would cause S&P to revise its financial risk profile to "highly leveraged." PINAFORE HOLDINGS: S&P Puts 'BB-' CCR on CreditWatch Negative ------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on Pinafore Holdings B.V., including the 'BB-' corporate credit rating, on CreditWatch with negative implications. "The CreditWatch placement reflects our view that Blackstone Group L.P.'s proposed acquisition of Pinafore could weaken the company's financial risk profile beyond our expectation for the rating if the transaction is largely debt funded," said Standard & Poor's credit analyst Nishit Madlani. "We believe the planned acquisition by another private equity-sponsor presents a fairly high likelihood that leverage would rise above the threshold of 5.0x for the rating and, therefore, undermine Pinafore's 'aggressive' financial risk profile." S&P expects the acquisition to close later this year, and it is subject to customary closing conditions and regulatory approvals. The transaction's final funding structure has not been announced, but Blackstone has secured committed debt financing (for an undisclosed amount) with several leading banks. S&P aims to resolve the CreditWatch placement within the next three months or so, after reviewing the transaction details and assessing the likely financial impact on Pinafore's credit profile. S&P will discuss the long-term financial policies with the new sponsor and management, particularly those on expectations for cash reinvested in the business in addition to leverage and liquidity targets. To resolve the CreditWatch, S&P could affirm the rating or lower the rating by one notch or more. If the acquisition does not proceed, S&P is likely to affirm the rating with a stable outlook. PRIME TIME INT'L: Cases Now Assigned to Judge Wanslee ----------------------------------------------------- The Hon. Sarah S. Curley of the U.S. Bankruptcy Court for the District of Arizona ordered that the Chapter 11 cases of Prime Time International Company, et al., will be transferred to the Hon. Madeleine C. Wanslee. Judge Curley also ordered that the caption of the pleading for joint administration will be changed only to reflect the initials of "MCW" for the case of Prime Time International Company, an Arizona Corporation. 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 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. PROSPECT PARK: US Trustee Forms 3-Member Creditor's Committee ------------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, selected three creditors to serve on the Official Committee of Unsecured Creditors for the Chapter 11 case of Prospect Park Networks LLC. The members of the Committee are: 1) Connecticut Film Center, LLC Attn: Bruce Heller 76 Progress Drive, Suite 101 Stamford, CT 06902 Tel: (203) 348-2500 Fax: (203) 348-5200 2) 4 Wall Lighting Attn: Kathy Torjman 3325 W. Sunset Rd., Suite F Las Vegas, NV 89118 Tel: (702) 263-3858 Fax: (702) 263-3863 3) Gary Group Attn: Rick Rogers 2040 Broadway Santa Monica, CA 90404 Tel: (310) 449-7626 Fax: (310) 264-9744 About Prospect Park Networks Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and management company, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50 million to $100 million in assets, and $10 million to $50 million in debts. The petition was signed by Jeffrey Kwatinetz, president. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H. Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's bankruptcy counsel. The Debtors' Chapter 11 plan and disclosure statement are due May 29, 2014. QUANTUM FOODS: Panel Retains Richards Layton as Counsel ------------------------------------------------------- The Official Committee of Unsecured Creditors of Quantum Foods, LLC asks the U.S. Bankruptcy Court for permission to employ Richards, Layton & Finger P.A. as counsel. The Panel attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Rates ------------ ----- Mark D. Collins/Director $800/hr Russell C. Silberglied/Director $700/hr Michael J. Merchant/Director $625/hr Christopher M. Samis/Associate $465/hr Lindsey A. Edinger/Paralegal $225/hr About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUANTUM FOODS: Panel Hires Triton Capital as Financial Advisors --------------------------------------------------------------- The Official Committee of Unsecured Creditors of Quantum Foods, LLC asks the U.S. Bankruptcy Court for permission to employ Triton Capital Partners Ltd. as financial advisor. David J. Asmann attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm will, among other things, provide these services: a. financial review and assessment of the Debtors' financial performance and projections; b. review and analysis of any proposed debtor-in-posession lending facility and related terms; and c. review and analysis of the sale process and marketing efforts of City Capital Advisors, LLC. The firm's rates are: Personnel Rates/hour --------- ---------- Partners $550 Senior Managing Directors $525 Managing Directors $500 Directors $450 Vice President $400 Associates $350 Analysts $275 Administrative $75 The firm may be reached at: David J. Asmann TRITON CAPITAL PARTNERS, LTD. 566 West Lake Street, Suite 235 Chicago, IL 60661 Tel: (312) 575-0190 Fax: (312) 575-0168 E-mail: dasmann@tritoncap.com About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUARTZ HILL: Court Orders Joint Administration of Debtors' Cases ---------------------------------------------------------------- U.S. Bankruptcy Judge A. Jay Cristol ordered the joint administration of the Chapter 11 cases of Quartz Hill, LLC and Superior Gold, LLC. A single case docket will be maintained under Case No. 14-15419 assigned to Quartz, with such case being designated the lead case, according to the bankruptcy judge's order. About Quartz Hill Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7, 2014. The case is assigned to Judge Robert A Mark. The Debtor's counsel is Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida. The Debtor's special counsel is John A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida. The Debtor said it has $58 million in assets and $7.5 million in debts. QUIZNOS: Has Settlement With Disgruntled Franchisees ---------------------------------------------------- QCE Finance LLC et al. ask the Bankruptcy Court to approve a compromise and settlement by and among certain Debtors and certain of their franchisees, and authorize the entry into the Settlement Agreement and Mutual Release. Objections to the Settlement are due April 18. A hearing is set for April 25. Debtors QFA Royalties LLC ("QFA"); QCE Finance LLC; The Quizno's Master LLC; QIP Holder LLC; TQSC II LLC; QCE LLC; QAFT, Inc.; American Food Distributors LLC; and Quiznos Global LLC are currently defendants in 12 separate lawsuits currently pending in the Denver County District Court in the State of Colorado. Eleven of these cases -- Opt Out Franchisee Litigations -- were initiated by certain Franchisees who opted out of participation in the settlements of class actions, which were commenced against the Debtors beginning in 2006 and settled in 2009. Any franchisee that timely and validly requested exclusion from the 2009 Class Action Settlement was not bound by the settlement and relinquished any rights to share in the benefits provided thereunder. In the twelfth case, the Franchisee alleges that the wrongdoing occurred after the 2009 Class Action Settlement. The Franchisee Litigations, like the Class Actions, are premised on allegations that the Debtor Defendants and other defendants, including former affiliates, officers and members of the Debtors, made misrepresentations and withheld material information from prospective and current franchisees regarding projected sales for stores and product mark-ups for mandated goods, and conspired amongst themselves regarding the same. The Franchisees allege these acts constituted, among other things, breach of the applicable franchise agreements, breach of the implied covenant of good faith and fair dealing in those agreements, unjust enrichment and fraud. The total amount of damages sought by the Franchisees on account of the Franchisee Litigation Claims (excluding treble damages where applicable) exceeds $40 million in the aggregate. In certain of the Franchisee Litigations, QFA has asserted counterclaims for approximately $3 million in the aggregate in connection with alleged breaches of the Franchisees' franchise agreements. Those counterclaims include for abandonment of certain stores prior to the expiration of the applicable franchise agreement and seeks damages on account of: (a) past and future royalties and (b) advertising contributions. The Debtor Defendants and the Franchisees have engaged in good faith, arm's-length negotiations as a result of which, in order to avoid the cost, risk and delay inherent in litigating the Franchisee Litigation Claims, the Debtor Defendants and the Franchisees agreed to resolve their disputes in accordance with the terms of the Franchisee Settlement Agreement. The Franchisee Settlement Agreement resolves the Franchisee Litigations in exchange for, among other things, mutual releases of all claims and counterclaims by the Franchisees and the Debtor Defendants. Notably, the Franchisee Settlement Agreement does not require any payments by the Debtor Defendants in consideration for the benefits contemplated and releases provided by the settlement. Pursuant to the Franchisee Settlement Agreement, (a) the Franchisees will release the Debtor Defendants from the Franchisee Litigation Claims and all other claims and causes of action arising out of or related in any way to the Franchisees' franchise agreements or the operation of the Franchisee's stores and (b) the Debtor Defendants will release the Franchisees from all claims for lost future royalties or liquidated damages under any of the Franchisees' terminated franchise agreements or any of the Franchisees' franchise agreements that may be terminated in the future. In addition, the franchise agreements for all stores that are already closed, and stores that are sold but not open, will be deemed terminated and of no further force or effect, save certain provisions of those franchise agreements which will survive termination. The Franchisee Settlement Agreement was agreed to prior to the Petition Date. Due to the filing of the Debtors' chapter 11 cases, however, the Franchisee Settlement Agreement was not fully executed prior to the Petition Date. Upon Court approval of the Franchisee Settlement Agreement, the Franchisee Litigations will be dismissed with prejudice. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. QUIZNOS: Schedules of Assets and Liabilities Filed -------------------------------------------------- Each of QCE Finance LLC and its affiliated debtor entities on April 4 delivered to the Bankruptcy Court copies of their schedules of assets and liabilities and statement of financial affairs. Five days later, the Debtors filed amended copies if their schedules. The lead debtor, QCE Finance LLC, scheduled $736,858 in total assets plus "undetermined amounts". It scheduled $618,437,362 plus "undetermined amounts" as liabilities. Quiznos Global LLC scheduled $6,844,470 in total assets plus "undetermined amounts". It scheduled $45,677,880 plus "undetermined amounts" as liabilities. The Quizno's Operating Company LLC scheduled $873,230 in total assets plus "undetermined amounts". It scheduled $146,421 plus "undetermined amounts" as liabilities. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. QUIZNOS: Files 13-Week DIP Cash Flow Forecast --------------------------------------------- QCE Finance LLC et al. delivered to the Bankruptcy Court an initial monthly operating report. The Debtors provided a 13-week DIP cash flow forecast, from the week of March 23 through the week of June 15. The Debtors said total cash receipts during the period are projected to be $44.78 million while total operating disbursements are projected to be $44.49 million. The Debtors project a $6.34 million deficit after operating, professional, financing and other disbursements. They expect to end the period with $12.1 million cash in view of $3.4 million in cash on hand and $15 million in DIP loans. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. QUIZNOS: Files List of Equity Security Holders ---------------------------------------------- QCE Finance LLC et al. delivered to the Bankruptcy Court a list of individuals holding equity interests in the Debtors. A copy of the list is available at no extra charge at: http://bankrupt.com/misc/QuiznosEquityList.pdf About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. QUIZNOS: Maple Leaf, Canada Bread Seek Payment of Admin. Claim -------------------------------------------------------------- Maple Leaf Bakery, Inc., and Canada Bread Frozen Bakery Ltd. Seek payment of an administrative expense pursuant to 11 U.S.C. Sec. 503(b)(9) in the Chapter 11 cases of QCE Finance LLC et al. Maple Leaf and Canada Bread are commercial bakeries and suppliers of bread. Between February 23, 2014 and March 10, 2014, they shipped, and debtor American Food Distributors LLC received, 19 deliveries of goods collectively valued at $256,283.59. The deliveries were in the ordinary course of the Debtor's business, but less than 20 days before the bankruptcy filing. The Claimants contend they are entitled to payment of the 503(b)(9) Claims as an administrative expense pursuant to section 503(b)(9) of the Bankruptcy Code. They are represented by: GIBBONS P.C. Natasha M. Songonuga, Esq. 1000 N. West Street, Suite 1200 Wilmington, DE 19801-1058 Telephone: (302) 295-4875 Facsimile: (302) 295-4876 E-mail: nsongonuga@gibbonslaw.com About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. RECONROBOTICS INC: Involuntary Chapter 11 Petition Filed -------------------------------------------------------- Creditors of ReconRobotics, Inc., have sought to place the Edina, Minn.-based robotics firm in bankruptcy by filing an involuntary Chapter 11 bankruptcy petition (Bankr. D. Minn. Case No. 14-41405) on April 1, 2014. Judge Kathleen H Sanberg oversees the case. The petitioning creditors are represented by Christopher A. Camardello, Esq., at Winthrop & Weinstine, P.A., as counsel. ReconRobotics is a maker of lightweight, self-propelled robots for armed forces and security agencies. The petitioning creditors are Col. Kent Hann, USA (Ret.), who asserts claims for unpaid commissions in the amount of $1,100,000; DK, Inc., which also asserts claims for unpaid commissions in the amount of $1,100,000; RiverStar, Inc., which asserts claims for invoices for goods in the amount of $5,375,512; and RiverBend Electronics, Inc., which asserts claims for invoices for goods in the amount of $3,050,895. Katharine Grayson, writing for Minneapolis/St. Paul Business Journal, reported that RiverStar Inc. and RiverBend are affiliated companies and listed Stephen Craney as president. In addition, Mr. Hann is the CEO of Dk Inc. Neal St. Anthony of Star Tribune reported in January that ReconRobotics cut about two-thirds of its 60 employees and in- house contractors. The Star Tribune said the Company's CEO Alan Bignall blamed the layoffs on the failure of the U.S. Army to buy, as expected, 1,000 Recon Scout robots for $13 million in 2013. CEO Bignall said in an interview that the privately held company struggled last year as defense spending was affected by the "sequester" forced when Congress and the White House couldn't reach a budget deal. CEO Bignall also said the company doesn't expect the Army to increase robot purchases this year as it reduces troops in Afghanistan. The Star Tribune also reported that two high-level Recon executives left the company in 2013: 1. Andrew Borene, a lawyer and former U.S. Marine officer, was the company's director of business development. He also is chairman of Robotics Alley, a trade group formed partly by Recon to promote robotics technology in the Upper Midwest. Mr. Borene, whose expertise is in privacy and intelligence law, has relocated to Washington, D.C., to teach and consult. 2. Chief Operating Officer Patrick McKinney left Recon and took a job with another area company. REGIONALCARE HOSPITAL: S&P Lowers Sr. Secured Debt Rating to 'B' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it is lowering its rating on RegionalCare Hospital Partners' senior secured debt to 'B' from 'B+' and revising its recovery rating on this debt to '3' from '2', indicating S&P's expectation for meaningful (50%-70%) recovery in the event of payment default. S&P's 'B' corporate credit rating and 'CCC+' rating on the company's proposed second- lien term loan are not affected by this announcement. The outlook is negative. This action follows the company's announcement that it is shifting $25 million from its proposed second-lien term loan to its first- lien term loan, reducing S&P's recovery expectations on that debt. The ratings on RegionalCare reflect Standard & Poor's Ratings Services' view of the company's business risk profile as "vulnerable", primarily reflecting its small, concentrated hospital portfolio and weak profitability relative to many peer hospital companies. The ratings also reflect the company's "highly leveraged" financial risk profile, with leverage, including preferred debt, expected to remain above 9x for the next two years. Because the company has solid long-term growth prospects and S&P expects EBITDA expansion over the short term, S&P considers credit quality to be more consistent with mid-single 'B'-rated peers and utilize a one-notch positive rating adjustment for the comparative rating analysis modifier. RATINGS LIST RegionalCare Hospital Partners Corporate Credit Rating B/Negative/-- Second-lien term loan CCC+ Recovery rating 6 Rating Lowered To From RegionalCare Hospital Partners Senior Secured B B+ Recovery Rating 3 2 ROY VANWINKLE: Joint Chapter 11 Petition Filed in E.D. Wash. ------------------------------------------------------------ Jim Davis, writing for Herald Business Journal, reported that these Snohomish County businesses or individuals filed business- related bankruptcies with the U.S. Bankruptcy Court for the Western District of Washington between Feb. 1 and Feb. 28. * Leajak Concrete Construction Inc., filed for Chapter 11 bankruptcy (Case No. 14-10766-MLB) on Feb. 5. The petition was filed pro se. * Maximillian Imports Inc., filed for Chapter 11 bankruptcy (Case No. 14-10853-TWD) on Feb. 10, represented by David W. Freese, Esq. * Roy and RaMona VanWinkle filed a joint Chapter 11 petition (Case No. 14-11023-MLB) on Feb. 14, represented by Jeffrey B. Wells, Esq., and Emily A. Jarvis, Esq. SEGA BIOFUELS: Obtains PAC Loan for Insurance Coverage ------------------------------------------------------ Sega Biofuels, LLC, asks the U.S. Bankruptcy Court for the Southern District of Georgia to approve a financing to fund its insurance policies. The Debtor is required to maintain insurance coverage on the property located at 15333 Hwy. 82, Nahunta, Georgia, and equipment which are collateral of The Heritage Bank and other secured creditors substantially. According to the Debtor, the policies are extremely valuable and it is essential to maintain those policies to preserve the property, assets and business of the Debtor. The policies will bear a total premium of $156,000, which total sum the Debtor cannot pay in full at this time. The Debtor has been unable to locate any source of unsecured premium financing. The premiums for the policies are to be financed through Premium Assignment Corporation which requires the Debtor to enter into a Premium Finance Agreement that includes a Security Agreement that grants PAC a secured interest in the gross unearned premiums which would be payable in the event of cancellation of the insurance policies and which further authorizes PAC to cancel the financed insurance policies and obtain the return of any unearned premiums in the event of a default in the payment of any installment due. The policy term will be from March 14, 2014, to March 14, 2015. A copy of the term is loan is available for free at http://bankrupt.com/misc/SEGABIOFUELS_210_financing.pdf About Sega Biofuels Sega Biofuels LLC, the owner of a wood-pellet plant in Nahunta, Georgia, filed a petition for Chapter 11 protection (Bankr. S.D. Ga. 13-50694) on Sept. 11 in Waycross, Georgia. The Company listed assets worth $10.6 million and debt totaling $13.7 million. The U.S. Trustee has not appointed an official committee in the Debtor's bankruptcy case. SHOTWELL LANDFILL: Jeutter Okayed as Committee Counsel ------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of North Carolina authorized the Official Committee of Unsecured Creditors of Shotwell Landfill, Inc., et al., to retain Gerald A. Jeutter, Jr. as its counsel. As reported in the Troubled Company Reporter on March 27, 2014, Mr. Jeutter is expected to: (a) give the Committee legal advice with respect to its duties and powers in this case; (b) assist in its investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtor, the operation of the Debtor's business and the desirability of the continuance of such business, and any other matter relevant to the case or to the formulation of a plan; (c) participate in the plan confirmation process; (d) assist in requesting the appointment of a trustee or examiner, should such action become necessary; and (e) perform other legal services as may be required and in the interest of the creditors. Mr. Jeutter has agreed to be paid $400 per hour for his time and $125 per hour for paralegal time. Mr. Jeutter will also be reimbursed for reasonable out-of-pocket expenses incurred. Mr. Jeutter assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Shotwell Landfill et al. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. In its amended schedules, Shotwell disclosed $23,043,736 in assets and $10,048,364 in liabilities as of the Chapter 11 filing. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading Inc filed for Chapter 11 on Dec. 6, 2013. The cases were administratively consolidated by Court order dated Jan. 22, 2014. Shotwell Landfill is the lead case. Shotwell operates a landfill located in Wendell, North Carolina near Shotwell off Smithfield Road. The other debtors provide hauling and transfer station services to Shotwell. They accept solid waste and provide transportation of the waste to Shotwell's landfill or they provide services at the landfill itself. The Servicing Debtors are separate corporate entities and although they may have some creditors in common, they have different assets and liabilities. Although the management of Shotwell has often operated these companies without regard to their separate corporate forms, the Debtors have not sought approval of a substantive consolidation in these cases. Accordingly, the Debtors have filed separate monthly reports and separate schedules and statements of financial affairs. Shotwell sought bankruptcy protection when its major secured creditor at the time, BB&T, refused to renew its note. BB&T subsequently assigned its note to LSCG Fund 18 LLC. The Servicing Debtors, who are either obligors or guarantors in one fashion or another of all or part of LSCG's debt, filed their cases when LSCG began collection activities against them. LSCG has also filed a motion to appoint a trustee. On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and Disclosure Statement. On Aug. 19, 2013, an Order Conditionally Approving the Disclosure Statement was entered by the Court. On Jan. 22, 2014, the cases were administratively consolidated. The initial Plan was withdrawn and supplanted by the filing of the Consolidated Chapter 11 Plan by all the Debtors on Feb. 3. On March 13, 2014, the Court entered an Order Approving Motion to Appoint Creditors' Committee. The Committee is represented by Gerald A. Jeutter, Jr., Esq. SHOTWELL LANDFILL: Deal Between Debris Removal and CFSC Okayed -------------------------------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse signed off on an agreement between debtor Debris Removal Partners, LLC, and Caterpillar Financial Services Corporation on adequate protection and modification of the automatic stay. As reported in the Troubled Company Reporter on March 5, 2014, Caterpillar is successor in interest to FCC Equipment Financing, Inc., a secured creditor. The stipulation provides for the Debtor's continued use of Caterpillar's collateral. The Debtor will not sell, lease, hypothecate or transfer without written consent of Caterpillar or by Court order. The Debtor will have the collateral insured and make adequate protection payments of $2,646 beginning Jan. 1, 2014, and continue such payments thereafter on the 1st day of the month until the Effective Date of a confirmed Plan. A copy of the stipulation is available for free at: http://bankrupt.com/misc/ShotwellLandfill237stipadeqprotection.pdf In a separate filing, Caterpillar also asked that the Court approve a stipulation with Debtor Shotwell Landfill, Inc. The stipulation provides for Shotwell Landfill's continued use of Caterpillar's collateral. The Debtor will not sell, lease, hypothecate or transfer without written consent of Caterpillar or by Court order. The Debtor will also have the collateral insured and make adequate protection payments of $1,699 beginning July 1, 2013, and continue such payments thereafter on the 1st day of the month until the Effective Date of a confirmed Plan. A copy of the stipulation is available for free at: http://bankrupt.com/misc/ShotwellLandfill236stipadeqprotection.pdf About Shotwell Landfill et al. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. In its amended schedules, Shotwell disclosed $23,043,736 in assets and $10,048,364 in liabilities as of the Chapter 11 filing. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading Inc filed for Chapter 11 on Dec. 6, 2013. The cases were administratively consolidated by Court order dated Jan. 22, 2014. Shotwell Landfill is the lead case. Shotwell operates a landfill located in Wendell, North Carolina near Shotwell off Smithfield Road. The other debtors provide hauling and transfer station services to Shotwell. They accept solid waste and provide transportation of the waste to Shotwell's landfill or they provide services at the landfill itself. The Servicing Debtors are separate corporate entities and although they may have some creditors in common, they have different assets and liabilities. Although the management of Shotwell has often operated these companies without regard to their separate corporate forms, the Debtors have not sought approval of a substantive consolidation in these cases. Accordingly, the Debtors have filed separate monthly reports and separate schedules and statements of financial affairs. Shotwell sought bankruptcy protection when its major secured creditor at the time, BB&T, refused to renew its note. BB&T subsequently assigned its note to LSCG Fund 18 LLC. The Servicing Debtors, who are either obligors or guarantors in one fashion or another of all or part of LSCG's debt, filed their cases when LSCG began collection activities against them. LSCG has also filed a motion to appoint a trustee. On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and Disclosure Statement. On Aug. 19, 2013, an Order Conditionally Approving the Disclosure Statement was entered by the Court. On Jan. 22, 2014, the cases were administratively consolidated. The initial Plan was withdrawn and supplanted by the filing of the Consolidated Chapter 11 Plan by all the Debtors on Feb. 3. On March 13, 2014, the Court entered an Order Approving Motion to Appoint Creditors' Committee. The Committee is represented by Gerald A. Jeutter, Jr., Esq. SHOTWELL LANDFILL: Disclosure Statement Hearing on Wednesday ------------------------------------------------------------ Gerald A. Jeutter, Jr., Esq., counsel to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Shotwell Landfill Inc. and its affiliates, said in an email that the Bankruptcy Court in Raleigh, North Carolina, will consider adequacy of the disclosure statement on Wednesday this week. The Consolidated Chapter 11 Plan and Consolidated Disclosure Statement were filed on Feb. 3, 2014. The Disclosure Statement has been conditionally approved, and the Court was slated to hold a hearing March 25 to consider both approval of the Debtors' exit plan and explanatory disclosure statement. Several parties have lodged objection to the Debtors' Plan documents. Committee's Objection, Motion to Bifurcate The Unsecured Creditors' Committee, which was appointed March 13, less than two weeks prior to the confirmation hearing, filed its objection by the March 19 objection deadline. In addition, one day before the Plan hearing, the Committee asked the Court to bifurcate the hearings and use the time set aside to address the objections to the Disclosure Statement and, to the extent necessary, be prepared to continue the hearing on confirmation. In its objection, the Committee said the Consolidated Disclosure Statement makes it seem that the Debtor is proposing a Chapter 11 Plan which results in a substantive consolidation of these Chapter 11 cases. That proposal is made despite the fact that the Court has not approved any "substantive consolidation" of the Debtors' cases and the Consolidated Disclosure Statement does not expressly inform the creditors and parties in interest that the Debtors are seeking substantive consolidation in the Consolidated Chapter 11 Plan. The Committee also said the Consolidated Disclosure Statement fails to inform the creditors and parties in interest that the creditor constituency of each of the Debtors is different, and that, if separate plans were filed, it could result in different treatment for a particular creditor. This seems to be information that would be helpful to allow a creditor to make a reasonably informed decision. The Consolidated Disclosure Statement also does not contain other critical and necessary information to enable the creditors and equity interest holders to make an informed decision on the Consolidated Plan, according to the Committee. It pointed out that, despite proposing payment terms to certain classes of five years (Class 4, Class 5, Class 7 and Class 8), 25 years (Class 3 and Class 9), and unknown (Class 11), the Consolidated Disclosure Statement does not contain any cash flow or operating projections past March 2015. The Consolidated Disclosure Statement also suggested that the Debtors intend to "invest" approximately $750,000 in a Material Recovery Facility, but provides no information to the creditors about the returns or timing of any returns on such "investment". The Disclosure Statement also does not contain any liquidation analysis. In addition, a number of third parties have expressed interest in acquiring the Debtor, but the Disclosure Statement contains no information regarding potential sales or whether a proposed sale of the Debtor's assets would be a reasonable alternative to the continued operations proposed in the Consolidated Plan. The Committee is represented by: Gerald A. Jeutter, Jr., Esq. 615 Oberlin Road, Suite 102 Post Office Box 12585 Raleigh, NC 27605 Tel: (919) 334-6633 E-mail: jeb@jeutterlaw.com Bankruptcy Administrator's Objection Marjorie K. Lynch, the Bankruptcy Administrator, said the Disclosure Statement fails to provide adequate information concerning these matters: a. Although these cases have not been substantively consolidated, the Disclosure Statement fails to disclose the specific assets and liabilities of each entity and information indicating whether the proposed treatment in the plan meets the liquidation test as to creditors in each particular case. The plan and disclosure statement essentially treat the creditors as if the cases had been substantively consolidated. b. The disclosure statement fails to provide information regarding the potential material Federal tax consequences of the plan to the debtor. c. The disclosure statement fails to explain the benefits of continued operations to all creditors versus a liquidation of the aggregate or separate assets of the various Debtors. d. The disclosure statement fails to explain how filing separate plan for each debtor may result in different treatment than that provided for under the consolidated plan because of the requirements of 11 U.S.C. Sec. 1129. e. The projections attached are inadequate to show how the Debtors intend to make payments to various classes over a period of five years or more. f. The disclosure statement fails to provide adequate information on a proposed investment of the Debtors' funds in the amount of $750,000. The Bankruptcy Administrator also objects to the approval of the Plan, saying the classification scheme violates 11 U.S.C. Sec. 1122 because it improperly classifies unsecured claims as secured and does not place all unsecured claims in the same class or provide for the same treatment for all unsecured claims: a. The Plan consists of 12 classes. Classes 2 to 11 are impaired. Classes 1 and 12 are unimpaired. Classes 3, 4, 5, 6 and 8 provide for the treatment of secured claims held by creditors. The plan does not describe which debtor owns the collateral securing the claims or how the related entities are liable for the secured debt. The plan provides for payment of interest on these debts even though it is unclear whether these debts are entitled to receive interest from the debtors who do not own the property that serves as collateral for the claim. The Bankruptcy Administrator objects to the treatment of these claims to the extent that the debts are unsecured claims against a particular debtor. The debtor owning the collateral that is obligated on the debt should be responsible for making the payments and the unsecured portion should be treated as an unsecured claim and be paid consistent with the other unsecured claims. b. The Plan provides that the Class 7 claim of TT&E is secured by 35 yard containers and "tarpers". However, the claim filed by TT&E in the Shotwell case appears to be an unsecured promissory note executed by Shotwell only. The Bankruptcy Administrator objects to the Debtors' treatment of an apparent unsecured claim as secured. c. Class 9 consists of the allowed unsecured claim of LSCG FUND 18, LLC, which Debtors anticipates will be less than $9,500,000 as a result of the disputed amount per the secured claim filed by LSCG. The Debtors propose to pay interest on this claim and to pay it over 25 years. The Bankruptcy Administrator objects to the separate classification of this claim as it is an unsecured claim and should be treated as the other unsecured claims are treated in Class 11. d. Class 10 consists of the unsecured claims less than $5,000 and is an administrative convenience class which will be paid in full in 90 days. e. Class 11 consists of all general unsecured claims. The Debtors estimate the amount owed will be less than $800,000.00 due to pending objections to claims filed with the Court. The Debtors indicate that proof of claims totaling $2,301,949.29 have been filed in the cases. The Debtors propose to pay these claims as follows: $100,000.00 to be on the Effective Date to be split pro rata among Allowed Claims in Class 11. In addition, the Debtors shall pay quarterly installment payments of $45,000 to be split pro rata among the Class 11 claims, until paid in full. f. Class 12 is comprised of the Allowed Equity Interests in the Debtors, which the Debtors propose that the existing Allowed Equity Interests in the Debtors shall remain the same as pre- petition. To the extent that the Debtors do not obtain the acceptance of all classes under their consolidated plan, the Debtors must comply with the absolute priority rule. This will require that the rights of the equity holders be extinguished unless they provide new value to the estate. The Bankruptcy Administrator asks the Court to revoke its conditional approval of the Disclosure Statement and deny confirmation of the Plan unless and until the deficiencies are addressed. Caterpillar's Objection Caterpillar Financial Services Corporation is the successor in interest to FCC Equipment Financing Inc., and a class 4 secured claimant under Shotwell's Plan of reorganization. Caterpillar said it doesn't object to its proposed treatment under the Plan provided its Allowed Secured Claim includes accrued interest and attorney's fees. Caterpillar said there is significant equity in its collateral: 1. Shotwell's verified schedule B states that Caterpillar's collateral with Shotwell has a value of $150,000. The balance due to Caterpillar from Shotwell with interest as of March 19 is $94,563, including $8,978 in attorney's fees, with a per diem of $27.47; and 2. Debris Removal's verified schedule B states that Caterpillar's collateral with Debris Removal has a value of $340,500. The balance due to Caterpillar from Debris Removal with interest as of March 19 is $59,182, with a per diem of $17.58. Caterpillar is represented by: Holmes P. Harden, Esq. 301 Fayetteville Street, Suite 1700 Raleigh, NC 27601 Double "J" Enterprises' Objection Double "J" Enterprises Inc. said the Consolidated Disclosure Statement lacks necessary information for Double J and other unsecured creditors to make an informed decision on the Consolidated Plan, including over what particular time period claims will be paid and the Debtors' projected cash flow and/or operating projections going forward. Double "J" pointed out that depending on the claims ultimately allowed in the cases, unsecured claims could be paid in full in as early as three years or as late as 10 years or longer. With that much of a disparity, there is no effective way for creditors to make an informed decision on whether to support or oppose the proposed Plan. The Consolidated Disclosure Statement also contains inadequate information regarding its feasibility, in particular the details regarding the Debtors' proposed investment in another facility and whether that is prudent; and fails to provide any alternatives to the continued operation of the Debtors. There is no liquidation analysis that would allow creditors to determine whether an orderly liquidation of the Debtors would be a reasonable alternative to the continued operation of the Debtors and/or in the best interest of such parties. Double "J" is represented by: Byron L. Saintsing, Esq. SMITH DEBNAM NARRON DRAKE SAINTSING & MYERS, L.L.P. Post Office Drawer 26268 Raleigh, NC 27611 Telephone: (919) 250-2000 E-mail: bsaintsing@smithdebnamlaw.com LSCG Fund 18's Objection LSCG Fund 18, LLC is (i) the successor to the claim of Branch Banking and Trust Company as that claim relates to Shotwell Landfill; and (ii) the holder of original filed claims against all the other debtors. LSCG said it holds a valid and perfected first lien on the real property that is Shotwell Landfill, located in Wendell, Wake County, North Carolina; as well as a valid and perfected lien against certain personal property of Shotwell Landfill and the other Debtors. Like the other objections, LSCG said it has reviewed the Disclosure Statement, and it is wholly inadequate. The Disclosure Statement simply does not provide creditors with adequate and sufficient information that would enable them to make an informed decision on the Plan. The Disclosure Statement and Plan do not describe in any meaningful detail a description of all the Debtors' assets. These Chapter 11 cases include six debtors all of which have differing assets. LSCG also said the Debtors have causes of action against insiders, particularly David King that would inure to the benefit of all creditors if pursued. The 2012 tax return filed by Shotwell Landfill shows that it is owed approximately $5.4 million from David King. Mr. King is a principal owner of Debtor Shotwell Landfill and insider under the Bankruptcy Code. Despite the 2012 tax return, Shotwell Landfill never disclosed this receivable as an asset on its schedules, and the Plan and Disclosure Statement do not disclose the existence of this receivable much less the Debtors' intent to collect it. The Disclosure Statement fails to provide sufficient information regarding claims against the Debtor. In addition, and more importantly to LSCG, the Disclosure Statement reveals that the Debtors intend to object to various claims of the Debtor, including LSCG's claim. The Debtors should be required to identify the nature of the intended LSCG claim objections if they know now that they intend to object to such claims. The Disclosure Statement also lacks financial information, including historical operating data and future projections. The Debtors provide no cash flow projections or pro formas beyond 2015 despite that LSCG's potential unsecured claim will be paid over 25 years and that LSCG's secured claim will balloon at seven years. LSCG is represented by: Thomas W. Waldrep, Jr., Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP One West Fourth Street Winston-Salem, NC 27101 Telephone: 336-747-6631 Telefax: 336-726-8531 E-mail: twaldrep@wcsr.com As of the Shotwell Landfill Petition Date, LSCG said its allowed claim totaled $13,728,012, exclusive of post-petition interest, attorneys' fees, and other expenses as may be permitted by law or contract. As of Dec. 6, 2013, LSCG's claims against the other Debtors totaled: Capitol Recycling, LLC $14,599,106 Capitol Waste Transfer, LLC $4,206,263 Debris Removal Partners, LLC $14,599,106 Shotwell Transfer Station II, Inc. $4,206,263 Kings Grading, Inc. $4,167,206 LSCG also noted that as set forth in an appraisal conducted by William R. Nelson dated as of Feb. 14, 2014, the fair market value of the Debtors Shotwell Landfill, Inc.; Shotwell Transfer Station II, Inc.; Capital Waste Transfer, LLC; and Capital Recycling, LLC is $15,232,435. Since this valuation exceeds the combined amount of LSCG's claims totaling $14,599,106.96, LSCG said it is oversecured pursuant to Section 506(b) of the Bankruptcy Code. About Shotwell Landfill et al. Raleigh, North Carolina-based Shotwell Landfill, Inc., filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 13-02590) in Wilson on April 19, 2013. In its amended schedules, Shotwell disclosed $23,043,736 in assets and $10,048,364 in liabilities as of the Chapter 11 filing. Blake P. Barnard, Esq., William P. Janvier, Esq., and Samantha Y. Moore, Esq., at the Janvier Law Firm, PLLC, in Raleigh, N.C., represent Shotwell as counsel. William W. Pollock, Esq., at Ragsdale Liggett PLLC, in Raleigh, N.C., represents the Debtor as special counsel. Capitol Recycling, LLC, Capitol Waste Transfer LLC, Debris Removal Partners LLC, Shotwell Transfer Station II, Inc and Kings Grading Inc filed for Chapter 11 on Dec. 6, 2013. The cases were administratively consolidated by Court order dated Jan. 22, 2014. Shotwell Landfill is the lead case. Shotwell operates a landfill located in Wendell, North Carolina near Shotwell off Smithfield Road. The other debtors provide hauling and transfer station services to Shotwell. They accept solid waste and provide transportation of the waste to Shotwell's landfill or they provide services at the landfill itself. The Servicing Debtors are separate corporate entities and although they may have some creditors in common, they have different assets and liabilities. Although the management of Shotwell has often operated these companies without regard to their separate corporate forms, the Debtors have not sought approval of a substantive consolidation in these cases. Accordingly, the Debtors have filed separate monthly reports and separate schedules and statements of financial affairs. Shotwell sought bankruptcy protection when its major secured creditor at the time, BB&T, refused to renew its note. BB&T subsequently assigned its note to LSCG Fund 18 LLC. The Servicing Debtors, who are either obligors or guarantors in one fashion or another of all or part of LSCG's debt, filed their cases when LSCG began collection activities against them. LSCG has also filed a motion to appoint a trustee. On Aug. 16, 2013, Shotwell filed an initial Chapter 11 Plan and Disclosure Statement. On Aug. 19, 2013, an Order Conditionally Approving the Disclosure Statement was entered by the Court. On Jan. 22, 2014, the cases were administratively consolidated. The initial Plan was withdrawn and supplanted by the filing of the Consolidated Chapter 11 Plan by all the Debtors on Feb. 3. On March 13, 2014, the Court entered an Order Approving Motion to Appoint Creditors' Committee. The Committee is represented by Gerald A. Jeutter, Jr., Esq. SIMON WORLDWIDE: Delays 2013 Form 10-K -------------------------------------- Simon Worldwide, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. In 2013, the Company acquired a majority interest in a variable interest entity. "An audit of this variable interest entity must be completed before we can complete the audit of Simon Worldwide, Inc.," the Company said in the filing. "We are unable to complete both audits and our Form 10-K by the prescribed due date without unreasonable effort and expense." The Company expects that both audits will be completed in time for the Company to file its Form 10-K on or before the fifteenth calendar day following the prescribed due date. About Simon Worldwide Based in Los Angeles, Simon Worldwide, Inc. (OTC: SWWI) no longer has any operating business. Prior to August 2001, the Company operated as a multi-national full-service promotional marketing company, specializing in the design and development of high-impact promotional products and sales promotions. At Dec. 31, 2009, the Company held an investment in Yucaipa AEC Associates, LLC, a limited liability company that is controlled by the Yucaipa Companies, a Los Angeles, California based investment firm. Yucaipa AEC in turn principally held an investment in the common stock of Source Interlink Companies, a direct-to-retail magazine distribution and fulfillment company in North America, and a provider of magazine information and front-end management services for retailers and a publisher of approximately 75 magazine titles. Yucaipa AEC held this investment in Source until April 28, 2009, when Source filed a pre-packaged plan of reorganization under Chapter 11 of the U.S. Bankruptcy Code. Simon Worldwide disclosed a net loss of $1.52 million on $0 revenue for the year ended Dec. 31, 2012, as compared with a net loss of $1.97 million on $0 revenue in 2011. The Company's balance sheet at Sept. 30, 2013, showed $6.18 million in total assets, $926,000 in total liabilities, all current, and $5.25 million in total stockholders' equity. SIRIUS XM: S&P Affirms 'BB' Corp. Credit Rating; Outlook Stable --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on New York City-based Sirius XM Radio Inc. The outlook is stable. At the same time, S&P revised its recovery rating on the company's $400 million of 5.25% senior secured notes due 2022 to '1' from '3' and raised the issue-level rating to 'BBB-' from 'BB', indicating S&P's expectation of improved--now "very high" (90% to 100%)--recovery prospects under its simulated default scenario following the granting of security for lenders in the event of a payment default. S&P also affirmed the 'BBB-' issue-level rating on the company's $1.25 billion revolving credit facility due December 2017, the 'BB' issue-level rating on the company's senior notes, and the 'BB' issue-level on its $502 million 7% senior subordinated notes due Dec. 1, 2014. The recovery ratings remain unchanged at '1', '3', and '4', respectively, indicating S&P's expectation of very high (90%-100%), meaningful (50%-70%), and average (30%-50%) recovery, respectively, in the event of a default. The 'BB' corporate credit rating on Sirius XM reflects S&P's assessment of the business risk profile as "fair" and the financial risk profile as "intermediate." The rating outlook is stable, reflecting S&P's view that leverage will not increase above its 4.5x threshold for Sirius XM at a 'BB', despite more aggressive financial policies following Liberty Media's increase in its investment to a majority ownership stake. SIZZLING PLATTER: Moody's Hikes Corporate Family Rating to 'B3' --------------------------------------------------------------- Moody's Investors Service upgraded Sizzling Platter, LLC's Corporate Family Rating (CFR) to B3 from Caa1, its $118 million guaranteed senior secured note ratings to B3 from Caa1, and Probability of Default Rating to B2-PD from B3-PD. The rating outlook is stable. Ratings Rationale The ratings upgrade reflects the company's steady improvement in operating performance and earnings that have driven stronger debt protection metrics. The upgrade also reflects Moody's view that earnings and credit metrics will continue to gradually improve as new restaurant additions and steady performance at the company' s value priced restaurants continue. The B3 Corporate Family Rating (CFR) reflects Sizzling Platter's relatively high leverage and modest interest coverage as well as its small scale in regards to number of restaurants, modest level of revenues and earnings versus its peers, regional concentration, and limited product offering. The ratings are supported by Sizzling Platter's good level of brand awareness, affordable product offering, good same store sales performance and adequate liquidity. Ratings upgraded are: Corporate Family Rating (CFR) to B3 from Caa1 Probability of Default Rating (PDR) to B2-PD from B3-PD $118 million guaranteed senior secured notes due 2016 to B3 (LGD4, 64%) from Caa1 (LGD 4, 64%) The stable outlook reflects Moody's view that the company's continued focus on growing its core concepts and providing value to the consumer should help to maintain steady same store sales performance. These initiatives along with various cost saving plans should also help to further improve leverage at the restaurant level and slowly improve earnings and debt protection metrics. The outlook also reflects Moody's expectation that the company will maintain at least adequate liquidity. Factors that could result in an upgrade include a sustained improvement in earnings driven by positive operating trends and lower costs. Specifically, an upgrade would require debt to EBITDA of under 5.5 times, EBITA coverage of interest approaching 2.0 times, and retained cash flow to debt of about 10% on a sustained basis. A higher rating would also require maintaining at least adequate liquidity. There could be downward ratings pressure in the event operating performance were to deteriorate such that credit metrics weakened. Specifically, a downgrade could occur if debt to EBITDA exceeded 6.5 times or EBITA to interest was below 1.1 times on a sustained basis. A material deterioration in liquidity for any reason could also result in negative ratings pressure. The principal methodology used in this rating was the Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Sizzling Platter is headquartered in Murray, Utah, and owns and operates both the quick service and casual dining restaurants. SM ENERGY: S&P Raises Rating on Sr. Unsecured Notes to 'BB' ----------------------------------------------------------- Standard & Poor's Ratings Services said it raised its issue ratings to 'BB' (the same as the corporate credit rating) from 'BB-' on Denver-based exploration and production (E&P) company SM Energy Co.'s senior unsecured notes with various maturities. S&P also revised the recovery rating on the notes to '4', indicating its expectation of average (30% to 50%) recovery in the event of a payment default, from '5'. The 'BB' corporate credit rating, with a stable outlook, on SM Energy is unchanged. "We revised the recovery rating and raised the issue-level rating on the company's unsecured debt due to the increased reserve base and PV-10 at year-end 2013. The company realized 33% production growth and 44% reserve growth during 2013," said Standard & Poor's credit analyst Susan Ding. The ratings on SM Energy Co. reflect Standard & Poor's assessment of the company's 'weak' business risk as a midsize player in the volatile and capital-intensive oil and natural gas E&P industry. The ratings also reflect the company's 'intermediate' financial risk. SM Energy's production base -- 862 million cubic feet equivalent per day in the fourth quarter 2013 -- is comparable with other rated midsize U.S. E&P companies. The company has increased its production rapidly in recent years. For full-year 2013, production was about 290 billion cubic feet equivalent, which is up about 33% from 2012 production. Management expects a further 6% to 11% increase in production for 2014 compared with 2013. S&P believes SM Energy is well-positioned in the Eagle Ford (Texas) and Bakken (centered in North Dakota) fields, where ongoing drilling efforts should enable the company to realize its growth goals. Ratings List SM Energy Co. Corporate Credit Rating BB/Stable/-- Rating Raised; Recovery Rating Revised TO FROM SM Energy Co. Senior unsecured notes BB BB- Recovery Rating 4 5 SMTC CORP: Inks Sixth Amendment to Loan Agreement ------------------------------------------------- SMTC Corporation on April 11 announced the signing of the Sixth Amendment to its Revolving Credit and Security Agreement effective April 7, 2014. On April 7, 2014, SMTC Corporation and certain of its subsidiaries entered into the Sixth Amendment to its Loan Agreement dated as of September 14, 2011, as subsequently amended, among SMTC Corporation, SMTC Manufacturing Corporation of California, SMTC Mex Holdings Inc., ZF Array Technology, Incorporated, and HTM Holdings, Inc., as US Borrowers, and SMTC Manufacturing Corporation of Canada, as Canadian Borrower, with PNC Bank, National Association, as Lender and as Agent, and PNC Bank Canada Branch, as Canadian Lender. The Sixth Amendment extends the term of the Loan Agreement to January 2, 2015 and waives events of default under the Loan Agreement resulting from the previously announced inventory overstatement at SMTC's Chihuahua, Mexico facility and SMTC's failure to maintain EBITDA of not less than $3,409,000 for the six months ended December 29, 2013. The Sixth Amendment also increases the interest rate by one hundred basis points for each of the various types of loans made under the revolving credit facility, decreases the maximum limit of the revolving credit facility to $40,000,000 and amends several negative and financial covenants, including covenants such as the fixed charge coverage ratio and minimum EBITDA. "We greatly appreciate the support of PNC and now believe SMTC is well positioned for the future," stated Sushil Dhiman, President and Chief Executive Officer. About SMTC Corporation Founded in 1985, SMTC Corporation -- http://www.smtc.com-- is a mid-size provider of end-to-end electronics manufacturing services (EMS) including PCBA production, systems integration and comprehensive testing services, enclosure fabrication, as well as product design, sustaining engineering and supply chain management services. SMTC facilities span a broad footprint in the United States, Mexico, and China, with more than 1,800 employees. SMTC services extend over the entire electronic product life cycle from the development and introduction of new products through to the growth, maturity and end-of-life phases. SMTC offers fully integrated contract manufacturing services with a distinctive approach to global original equipment manufacturers (OEMs) and emerging technology companies primarily within industrial, computing and communication market segments. SMTC was recognized in 2012 by Frost & Sullivan with the Global EMS Award for Product Quality Leadership and 2013 with the North American Growth Leadership Award in the EMS industry, as one of the fastest growth companies in 2012. SMTC is a public company incorporated in Delaware with its shares traded on the Nasdaq National Market System under the symbol SMTX. SORENSON COMMS: Hires Wiltshire & Grannis as Regulatory Counsel --------------------------------------------------------------- Sorenson Communications, Inc. sought and obtained authority from the Bankruptcy Court to employ Wiltshire & Grannis LLP as special regulatory counsel to the Debtors. W&G will represent the Debtor before the Federal Communications Commisssion and the Court with respect to the ongoing rule making proceeding relating to the Video Relay Service. Specifically, W&G will render these legal services: (a) represent and advise the Debtors, their counsel, and their respective boards of directors in all aspects of FCC regulatory matters; and (b) provide additional services as the Debtors may reasonably request from time to time that are consistent with the foregoing. Christopher J. Wright, Esq., will be leading the engagement at his hourly rate of $575. The hourly rates of attorneys and paralegals to assist him range from $110 to $605. The firm's rates are: Billing Category Range ---------------- ----- Partners $400-$800 Counsel $400-$600 Associates $220-$390 Paraprofessionals $125- $14 John T. Nakahata, a partner at W&G, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. About Sorenson Communications Sorenson Communications, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re Sorenson Communications, Inc. Case No. 14-10454 (Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The companies provide video relay services (VRS) for people with hearing loss. Sorenson Communications has a prepackaged plan of reorganization that was reached with a substantial majority of its owners and second lien note holders. The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J. Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring consultant is Alixpartners LLC. The Debtors' financial advisor and investment banker is Moelis & Company LLC. Kurtzman Carson Consultants, LLC, serves as claims and noticing agent and administrative advisor. The Debtors had assets totaling $645 million and debts totaling $1.4 billion as of Jan. 31, 2014. The petitions were signed by Scott Sorensen, chief financial officer. SORENSON COMMS: Jenner & Block Approved as Compliance Counsel ------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Sorenson Communications, Inc., et al., to employ Jenner & Block LLP as special compliance counsel. Jenner & Block will represent the Debtors with respect to Federal Communications Commission investigations and regulatory audits, rulemakings, general regulatory advice, Freedom of Information Act requests and responses, data privacy issues, and similar matters. Michael B. DeSanctis attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm's rates are: Professional Rates ------------ ----- Michael B. DeSanctis, Partner $800 Mary Ellen Callahan, Partner $750 Gail Morse, Partner $725 Nancy Jacobson, Associate $600 J. Douglas Wilson, Associate $590 Carl N. Wedoff, Associate $570 Julie Strauss Harris, Associate $560 Kristin L. Rakowski, Associate $555 Michael Borgia, Associate $530 Cheryl L. Olson, Paralegal $325 About Sorenson Communications Sorenson Communications, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re Sorenson Communications, Inc. Case No. 14-10454 (Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The companies provide video relay services (VRS) for people with hearing loss. Sorenson Communications has a prepackaged plan of reorganization that was reached with a substantial majority of its owners and second lien note holders. The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J. Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring consultant is Alixpartners LLC. The Debtors' financial advisor and investment banker is Moelis & Company LLC. Kurtzman Carson Consultants, LLC, serves as claims and noticing agent and administrative advisor. The Debtors had assets totaling $645 million and debts totaling $1.4 billion as of Jan. 31, 2014. The petitions were signed by Scott Sorensen, chief financial officer. SORENSON COMMS: Pwc Okayed as Auditors and Tax Advisors ------------------------------------------------------- Sorenson Communications, Inc. et al. sought and obtained Bankruptcy Court permission to employ PricewaterhouseCoopers LLP as their independent auditors and tax advisors. Mark Nichols, a partner at PwC, attests that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm will, among other things, provide these services: a. auditing the Debtors' consolidated financial statements at December 31, 2013, and preparing a written report regarding same; b. reviewing and assessing the Debtors' income tax returns for all taxable years beginning on or after January 1, 2011, and ending on or before December 31, 2014; and c. analyzing the Debtors' executive compensation, expenses, and related party transactions. The Engagement Letter provides for this compensation package: a. Audit and Executive Compensation Schedules Fees. An estimated fixed fee of $239,000 for audit services rendered pursuant to the Audit Engagement Letter and executive compensation review services rendered pursuant to the Schedules Engagement Letter, the entirety of which has been paid prior to the Petition Date. The fixed fee estimate is based on the time required by individuals assigned to the engagement to complete the engagement. In the event circumstances arise which may cause PwC's audit fee to exceed its estimate, PwC will notify the Debtors in advance of invoicing the Debtors. b. Tax Compliance Review Fee. Compensation for all tax and accounting services rendered pursuant to the Tax Engagement Letter on an hourly basis in accordance with PwC's ordinary and customary hourly rates in effect on the date such services are rendered. PwC has informed the Debtors that its hourly rates as of February 28, 2014, which are applicable to the professionals and staff members assigned to rendering accounting tax advisory services, range as follows: Billing Category Range ---------------- ----- Partner $500-$850 Senior Manager $400-$425 Manager $210-$550 Senior Associate $160-$340 Associate $115-$155 Administrative Support $85-$95 c. Restructuring Services Fee. An estimated fee of $100,000 reflecting compensation for all restructuring-related auditing and tax reporting services rendered pursuant to the amended Audit Engagement Letter, as billed on an hourly basis. PwC has informed the Debtors that its hourly rates as of Feb. 28, 2014, which are applicable to the professionals and staff members assigned to rendering the restructuring- related auditing and tax reporting services, range as follows: Billing Category Range ---------------- ----- Partner $500-$850 Director $400-$425 Manager $210-$550 Senior Associate $160-$340 Associate $115-$150 Administrative Support $85-$95 d. Costs. In addition to any fees payable to PwC, the Debtors propose to reimburse PwC for all reasonable out-of-pocket expenses and internal per-ticket charges for travel expenses incurred by PwC personnel incurred in connection with conducting the audit and rendering accounting and tax advisory services. About Sorenson Communications Sorenson Communications, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re Sorenson Communications, Inc. Case No. 14-10454 (Bankr. D.Del.). The case is assigned to Judge Brendan Linehan Shannon. The companies provide video relay services (VRS) for people with hearing loss. Sorenson Communications has a prepackaged plan of reorganization that was reached with a substantial majority of its owners and second lien note holders. The Debtors' counsel is James H.M. Sprayregen, Esq., Patrick J. Nash, Jr., Esq., Ross M. Kwasteniet, Esq., and Noah J. Ornstein, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; and Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware. The Debtors' restructuring consultant is Alixpartners LLC. The Debtors' financial advisor and investment banker is Moelis & Company LLC. Kurtzman Carson Consultants, LLC, serves as claims and noticing agent and administrative advisor. The Debtors had assets totaling $645 million and debts totaling $1.4 billion as of Jan. 31, 2014. The petitions were signed by Scott Sorensen, chief financial officer. SORENSON COMMS: S&P Raises CCR to 'CCC+'; Outlook Neg. ------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Salt Lake City-based video relay telecom services (VRS) provider Sorenson Communications Inc. to 'CCC+' from 'D'. The rating outlook is negative. At the same time, S&P assigned the company's proposed $25 million senior secured first-out revolver an issue-level rating of 'B', with a recovery rating of '1', indicating S&P's expectation for very high (90%-100%) recovery for lenders in the event of a payment default. In addition, S&P assigned the company's proposed $550 million senior secured first-lien term loan an issue-level rating of 'CCC+', with a recovery rating of '3' (50%-70% recovery expectation). The upgrade reflects the company's debt restructuring, which has alleviated near-term maturity risk on all of the company's debt. Despite the extension of maturity to 2020 on the proposed senior secured first-lien term loan and $375 million secured notes (unrated) and to 2021 on the proposed $300 million holding company discount notes (unrated), the company remains under pressure from the declining reimbursement rates set by the FCC. As a result, S&P believes Sorenson's long-term capital structure is unsustainable. "We continue to assess the business risk profile of Sorenson as "vulnerable," which reflects the significant regulatory risk related to the level of reimbursement rates, which directly affects revenue and cash flow. We view the company's financial risk profile as "highly leveraged," given Sorenson's pro forma lease-adjusted leverage of approximately 6.5x as of Dec. 31, 2013, and our expectation that leverage will continue to increase significantly as a result of the declining VRS reimbursement rate schedule," S&P said. "The 2013 VRS reimbursement rate reduction substantially impaired the company's revenue and cash flow potential, relative to historical levels. The FCC lowered the previous third-tier reimbursement rate of $5.07 per minute by approximately 5% to $4.82 in August 2013. The reimbursement rate is set to decrease at a compound annual rate of approximately 9% until it reaches $3.49 in 2017. The vast majority of Sorenson's VRS minutes fall under this third-tier rate. Additionally, the increased regulatory scrutiny of the company's Caption Call segment will likely hamper the growth of this nascent business and limit any potential diversification benefits. We base our analysis on the new VRS rate structure, the company's limited ability to reduce headcount at the same pace as reimbursement rate declines, and its high interest burden. As a result, we believe discretionary cash flow generation will be substantially impaired, resulting in longer-term refinancing risk of the 2020 and 2021 maturities," S&P added. Sorenson provides video relay services that facilitate telephone communication for deaf and hard-of-hearing persons in the U.S. The company has come under increasing scrutiny by the FCC, due in part to its position as the largest VRS provider in this niche market. Moreover, the company is in the mature phase of its growth cycle as a result of high penetration levels in the serviceable market. This trend suggests that high-quality VRS is widely available within the deaf and hard-of-hearing community and that new pockets of underserved customers may be more difficult to find. Additionally, the market for VRS services is getting more competitive as reimbursement rates are higher for smaller competitors. The Caption Call business, a relatively new service for the hard-of-hearing, has experienced high growth, but there is uncertainty regarding the sustainability of current adoption rates because of competition, and to a larger extent, FCC rulings in 2013 that have affected the marketing practices and functionality of Caption Call. SPECIALTY PRODUCTS: Insurers Seek Access to Rule 2019 Statements ---------------------------------------------------------------- Aetna, Inc., and The Rawlings Company LLC ask the U.S. Bankruptcy Court for the District of Delaware to grant them access to statements filed pursuant to Rule 2019 of the Federal Rules of Bankruptcy Procedure and accompanying exhibits filed on behalf of asbestos claimants in the Chapter 11 cases of Specialty Products Holding Corp., and its debtor affiliates. Aetna and Rawlings have provided millions of dollars of medical benefits to tens of thousands of plan members to treat their asbestos-related diseases. Many of these plan members have asserted personal injury claims against a wide variety of defendants, including the Debtors. Aetna and Rawlings have subrogation rights directly against tortfeasors, including the Debtors, for their members' health care expenses. Through subrogation, a portion of the members' claims being asserted against the Debtors, namely that portion seeking reimbursement of medical expenses, rightfully belong to Aetna and Rawlings, Ericka F. Johnson, Esq. -- erjohnson@wcsr.com -- at Womble Carlyle Sandridge & Rice, LLP, in Wilmington, Delaware, argues for the movants. Aetna and Rawlings seek access to the public records filed with the clerk of the Bankruptcy Court, but not made available on the electronic docket, to determine the full extent of their subrogation and reimbursement rights as to asbestos-related personal injury claims brought against the Debtors. Greg Arnold, Esq. -- grega@hbsslaw.com -- at Hagens Berman Sobol Shapiro LLP, in Cambridge, Massachusetts, also represents Aetna and Rawlings. A hearing to consider the request is set for May 6, 2014, at 10:30 a.m. (ET). About Specialty Products Cleveland, Ohio-based Specialty Products Holdings Corp., aka RPM, Inc., is a wholly owned subsidiary of RPM International Inc. The Company is the holding company parent of Bondex International, Inc., and the direct or indirect parent of certain additional domestic and foreign subsidiaries. The Company claims to be a leading manufacturer, distributor and seller of various specialty chemical product lines, including exterior insulating finishing systems, powder coatings, fluorescent colorants and pigments, cleaning and protection products, fuel additives, wood treatments and coatings and sealants, in both the industrial and consumer markets. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 10-11780) on May 31, 2010. Gregory M. Gordon, Esq., Dan B. Prieto, Esq., and Robert J. Jud, Esq., at Jones Day, serve as bankruptcy counsel. Daniel J. DeFranceschi, Esq., Zachary I. Shapiro, Esq., Paul N. Heath, Esq., and Tyler D. Semmelman, Esq., at Richards Layton & Finger, serve as co-counsel. Logan and Company is the Company's claims and notice agent. The Company estimated its assets and debts at $100 million to $500 million. The Company's affiliate, Bondex International, Inc., filed a separate Chapter 11 petition on May 31, 2010 (Case No. 10-11779), estimating its assets and debts at $100 million to $500 million. Counsel to the Official Committee of Asbestos PI Claimants are Natalie D. Ramsey, Esq., and Mark A. Fink, Esq. of Montgomery, Mccracken, Walker & Rhoads, LLP, in Wilmington Delaware, and Mark B. Sheppard, Esq. of the firm's Philadelphia, Pennsylvania division. Counsel to the Future Claimants' Representative are James L. Patton, Jr., Esq., Edwin J. Harron, Esq., Edmon Morton, Esq., Sharon Zieg, Esq., and Erin Edwards, Esq. of Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware. Competing bankruptcy exit plans have been filed by the Debtors, on one hand, and the Official Committee of Unsecured Creditors and the Future Claimants' Representative on the other. The Debtors' First Amended Joint Plan of Reorganization and the explanatory Disclosure Statement, dated Nov. 18, 2013, provides for an asbestos trust to be established and funded with cash to pay present and future asbestos-related claims. The trust will be funded by secured notes, issued by the Debtors and their ultimate parent, RPM International Inc. ("International"), and the amounts and terms of the notes will, with one exception, be determined by the final outcome or settlement of the litigation that will determine the asbestos claimants' rights in the chapter 11 cases. The one exception is that the notes will provide for an aggregate initial nonrefundable payment of $125 million to the asbestos trust irrespective of the outcome of any litigation. In short, the Debtors and International have committed to pay to asbestos claimants the maximum amount to which they are entitled based on the applicable judgments or rulings in the litigation that will determine the extent of the claimants' rights in the chapter 11 cases, and to make comparable payments to other similarly situated creditors. The PI Committee and the FCR's Third Amended Plan, filed Oct. 15, 2013, provides that: (i) SPHC will be separated from non-Debtor direct or indirect parent Bondex International; (ii) Reorganized SPHC will be managed and/or sold for the benefit of holders of all Claims that are not paid in Cash, subordinated, cancelled or otherwise treated pursuant to the Plan; (iii) all of SPHC's causes of action will survive; (iv) Asbestos PI Trust Claims against SPHC will be channeled to an Asbestos PI Trust; and (v) current SPHC equity interests will be cancelled, annulled, and extinguished. On May 20, 2013, the Bankruptcy Court entered an order estimating the amount of the Debtors' asbestos liabilities, and a related memorandum opinion in support of the estimation order. The Bankruptcy Court estimated the current and future asbestos claims associated with Bondex International, Inc. and Specialty Products Holding at approximately $1.17 billion. The estimation hearing represents one step in the legal process in helping to determine the amount of potential funding for a 524(g) asbestos trust. STAR DYNAMICS: Has Access to Cash Collateral Until June 30 ---------------------------------------------------------- The Hon. Charles M. McDowell of the U.S. Bankruptcy Court for the Southern District of Ohio signed off on a stipulation authorizing STAR Dynamics Corporation's use of cash collateral until June 30, 2014. The stipulation, entered among the Debtor, Whitney National Bank, and Thomas Bechnel, provides that that the Debtor is authorized, to borrow on a revolving credit basis, pursuant to the DIP Facility, a maximum principal amount of $800,000 on the same terms and conditions as set forth in the final cash collateral order. All other terms and provisions of the final cash collateral order will remain in full force and effect. About STAR Dynamics STAR Dynamics Corp. develops, sales, and services instrumentation radar systems for missile test ranges utilized by the United States and foreign governments. Located principally in Hilliard, Ohio, with satellite offices in Herndon, Virginia and Sandestin Florida, it has 112 full-time employees. STAR Dynamics filed a petition for Chapter 11 protection (Bankr. S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. According to its first-day motions and as of Nov. 30, 2013, it has assets of $28,470,788.13, liabilities of $50,892,360.12 and gross sales of $8,140,140.93. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. BAE is an American subsidiary of a global-level defense contractor based in Great Britain, with more than 50,000 employees world- wide. BAE has its headquarters in Arlington, Virginia, and like the Debtor, is engaged in the radar range business for the testing of missiles and other weaponry. Bankruptcy Judge Charles M. Caldwell oversees the case. Thomas R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle, Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel. Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP, serve as special counsel with respect to litigation involving BAE Systems and with respect to the completion of prepetition patent work. Sagent Advisors LLC serves as financial advisor. STAR DYNAMICS: Womble Carlyle to Handle Transactional Matters ------------------------------------------------------------- The Hon. Charles M. McDowell of the U.S. Bankruptcy Court for the Southern District of Ohio authorized STAR Dynamics Corporation to expand the scope of Womble Carlyle Sandridge & Rice LLP's employment. Effective March 1, 2014, Womble Carlyle is to represent the Debtor in corporate transactional matters to facilitate a sale of the Debtor's assets and certain ancillary matters related thereto. As reported in the Troubled Company Reporter on Jan. 29, 2014, the Debtor obtained authority from the Court to employ Womble Carlyle as special counsel for the purpose of advising and representing the Debtor with respect to all litigation matters relative to BAE Systems Technology Solutions & Services Inc. and with respect to the completion of prepetition patent work. These professionals are anticipated to provide services to the Debtor: Michael J. Sullivan, Esq. $545 Russell A. Williams, Esq. $330 Julie E. Adkins, Esq. $270 Louis T. Isaf, Esq. $650 Nanda K. Alapati, Esq. $565 The firm will also be reimbursed for any necessary out-of-pocket expenses. Mr. Sullivan, a partner at Womble Carlyle, assured the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About STAR Dynamics STAR Dynamics Corp. develops, sales, and services instrumentation radar systems for missile test ranges utilized by the United States and foreign governments. Located principally in Hilliard, Ohio, with satellite offices in Herndon, Virginia and Sandestin Florida, it has 112 full-time employees. STAR Dynamics filed a petition for Chapter 11 protection (Bankr. S.D. Ohio Case No. 13-59657) on Dec. 10, 2013, in Columbus, Ohio, in part to halt a lawsuit by BAE Systems Plc. According to its first-day motions and as of Nov. 30, 2013, it has assets of $28,470,788.13, liabilities of $50,892,360.12 and gross sales of $8,140,140.93. In its schedules, the Debtor listed $12,138,334 in total assets and $50,740,343 in total liabilities. BAE is an American subsidiary of a global-level defense contractor based in Great Britain, with more than 50,000 employees world- wide. BAE has its headquarters in Arlington, Virginia, and like the Debtor, is engaged in the radar range business for the testing of missiles and other weaponry. Bankruptcy Judge Charles M. Caldwell oversees the case. Thomas R. Allen, Esq., Richard K. Stovall, Esq., and Erin L. Pfefferle, Esq., at Allen Kuehnle Stovall & Neuman LLP serve as the Debtor's bankruptcy counsel. Michael J. Sullivan, Esq., Russell A. Williams, Esq., Julie E. Adkins, Esq., Louis T. Isaf, Esq., and Nanda K. Alapati, Esq., at Womble Carlyle Sandridge & Rice LLP, serve as special counsel with respect to litigation involving BAE Systems and with respect to the completion of prepetition patent work. Sagent Advisors LLC serves as financial advisor. SUNRISE REAL: Delays Form 10-K for 2013 --------------------------------------- Sunrise Real Estate Group, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b- 25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. The Company said it will be delayed in the filing of its 10-K due to a delay in the preparation of its financial statements. About Sunrise Real Estate Headquartered in Shanghai, the People's Republic of China, Sunrise Real Estate Group, Inc. was initially incorporated in Texas on Oct. 10, 1996, under the name of Parallax Entertainment, Inc. On Dec. 12, 2003, Parallax changed its name to Sunrise Real Estate Development Group, Inc. On April 25, 2006, Sunrise Estate Development Group, Inc., filed Articles of Amendment with the Texas Secretary of State, changing the name of Sunrise Real Estate Development Group, Inc. to Sunrise Real Estate Group, Inc., effective from May 23, 2006. The Company and its subsidiaries are engaged in the property brokerage services, real estate marketing services, property leasing services and property management services in China. Sunrise Real Estate incurred a net loss of US$3.47 million on US$8.52 million of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of US$1.15 million on US$8.97 million of net revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $60.33 million in total assets, $55.82 million in total liabilities and $4.50 million in total shareholders' equity. Finesse CPA, P.C., in Chicago, Illinois, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a working capital deficiency, accumulated deficit from recurring net losses for the current and prior years, and significant short-term debt obligations currently in default or maturing in less than one year. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SWAMI HOSPITALITY: Case Summary & 2 Unsecured Creditors ------------------------------------------------------- Debtor: Swami Hospitality, LLC 2317 N SR 3 Greensburg, IN 47240 Case No.: 14-03230 Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court Southern District of Indiana (Indianapolis) Judge: Hon. James M. Carr Debtor's Counsel: KC Cohen, Esq. KC COHEN, LAWYER, PC 151 N Delaware St Ste 1104 Indianapolis, IN 46204 Tel: 317-715-1845 Fax: 317-916-0406 Email: kc@esoft-legal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vimesh Patel, president. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/insb14-03230.pdf STEPHEN COSTA: Case Summary & 2 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Stephen Costa, LLC 6335 Sunset Corporate Drive Las Vegas, NV 89120 Case No.: 14-12522 Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Taylor L. Randolf, Esq. RANDOLPH LAW FIRM, P.C. 2045 Village Center CR., Suite 100 Las Vegas, NV 89134 Tel: 702-877-1313 Fax: 702-233-5597 Email: tr@randolphlawfirm.com Total Assets: $2.03 million Total Liabilities: $2.43 million The petition was signed by Joseph Felix, secretary. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-12522.pdf TARGETED MEDICAL: Incurs $9.3 Million Net Loss in 2013 ------------------------------------------------------ Targeted Medical Pharma, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $9.33 million on $9.55 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $9.58 million on $7.29 million of total revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $4.99 million in total assets, $12.01 million in total liabilities and a $7.01 million total stockholders' deficit. Marcum LLP, in Irvine, CA, 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 incurred significant net losses since its inception, and has an accumulated deficit of $23,022,407 as of Dec. 31, 2013, and incurred a net loss of $9,337,618 and negative cash flows from operations of $2,046,586 for the year ended Dec. 31, 2013 A copy of the Form 10-K is available for free at: http://is.gd/zWQh1H About Targeted Medical Los Angeles, Calif.-based Targeted Medical Pharma, Inc., is a specialty pharmaceutical company that develops and commercializes nutrient- and pharmaceutical-based therapeutic systems. TEE INVESTMENT: Avison Young and John Pinjuv Approved as Broker --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Nevada has authorized Christina W. Lovato, Chapter 11 trustee for Tee Investment Company, to employ Avison Young and John Pinjuv, the managing director of the Avison Young, as broker. Mr. Pinjuv will assist the Chapter 11 trustee with the marketing and possible sale of the Lakeridge West Apartments on Plumas Street in Reno, Nevada. The Chapter 11 trustee has determined to market the property for sale under an arrangement with the secured creditor, WBCMT 2006- C27, Plumas Street, LLC. Mr. Pinjuv told the Court that Avison Young has agreed with secured lender WBCMT 2006-C27, Plumas Street, LLC to these terms of commission/compensation: $20,000 for a marketing budget; $30,000 as a flat commission if WBCMT is the winning bidder under 11 U.S.C. Section 363(k); and 1.5% of the sale price if the property is sold to a third party. The amounts are to be paid by WBCMT. Mr. Pinjuv attests that Avinson Young is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Tee Investment Reno, Nevada-based Tee Investment Company, Limited Partnership, dba Lakeridge Apartments, owns the property known as the Lakeridge East Apartments, 6155 Plums Street, Reno, Nevada. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 11-50615) on March 1, 2011. The Debtor estimated its assets and debts at $10 million to $50 million. Alan R. Smith, Esq., at the Law Offices of Alan R. Smith, in Reno, Nev., represents the Debtor as counsel. Affiliates Lakeridge Centre Office Complex, LP (Bankr. D. Nev. 10-53612), West Shore Resort Properties III, LLC (Bankr. D. Nev. 10-51101), and West Shore Resort Properties, LLC, and (Bankr. D. Nev. 10-50506) filed separate Chapter 11 petitions. Attorneys at Armstrong Teasdale represents Terrence S. Daly, the court-appointed receiver for Tee Investment Company, Limited Partnership, as counsel. Jeffrey L. Hartman, Esq., at Hartman & Hartman, represents Christina W. Lovato, Chapter 11 trustee. In 2012, the Debtor filed a First Amended Plan of Reorganization, which provides that the amount of the WBCMT Secured Claim will be the lesser of the value of the Property determined as of the Confirmation Date (the "Value as of Confirmation Date") or the WBCMT Note Balance, less all post-petition pre-confirmation payments made to WBCMT. All existing membership interests are canceled. Upon plan confirmation 100% of the membership interest in the Reorganized Debtor will be issued to Blackwood Canyon, LLC. WBCMT has sought conversion of the Debtor's case to one under Chapter 7 of the Bankruptcy Code. In 2013, the Court approved the appointment of Christina W. Lovato as Chapter 11 trustee for the Debtor. TELKONET INC: Incurs $4.9 Million Net Loss in 2013 -------------------------------------------------- Telkonet, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $4.90 million on $13.88 million of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $507,558 on $12.75 million of total net revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $10.85 million in total assets, $5.15 million in total liabilities, $1.16 million in total redeemable preferred stock and $4.53 million in total stockholders' equity. BDO USA, LLP, in Milwaukee, Wisconsin, 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 a history of losses from operations, a working capital deficiency, and an accumulated deficit of $121,948,847 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/EipBl2 About Telkonet Milwaukee, Wisconsin-based Telkonet, Inc., is a clean technology company that develops and manufactures proprietary energy efficiency and smart grid networking technology. TELEXFREE LLC: Files for Chapter 11 to Facilitate Restructuring --------------------------------------------------------------- TelexFREE LLC on April 14 disclosed that it and certain of its subsidiaries and affiliates filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code, in an effort to address certain operational challenges. The petitions were filed in the U.S. Bankruptcy Court for the District of Nevada. TelexFREE intends to use the Chapter 11 process to optimize its selling platform, address its liabilities and position itself to emerge as a stronger and more competitive company. TelexFREE expects that it has cash on hand to support the business throughout its reorganization and to maintain services to its customers. In connection with the Chapter 11 filing, the Company announced that it has conducted a thorough review of its operations, including its multi-level marketing and pricing structure, and has determined that adjustments will be necessary to more effectively capitalize on the strong demand for its voice over internet calling product, rationalize its promotional expenses and ensure that its sales programs are compliant with applicable legal requirements. The Company announced its intention to restructure its debt obligations, unveil and promote new products (including its TelexFREE app and TelexMobile), and return to growing its customer base in an effort to realize the Company's full potential to generate significant value for its constituents. Stuart MacMillan, interim Chief Executive Officer of TelexFREE, said, "We anticipate that our global operations will continue to provide our customers with the high-quality products and services they have come to expect. We are taking this major step because we continue to believe in our business, our products and the enthusiasm of our world-class team. We believe that this restructuring plan, which will include significant enhancements to our governance practices and internal controls, will help us to build a stronger and more sustainable financial and operational foundation for the future." The Company has filed customary "First Day Motions" with the Bankruptcy Court which, if granted, together with the plan, will help ensure that the restructuring process proceeds in an orderly manner. Mr. MacMillan continued, "As a result of the filing of the chapter 11 cases, TelexFREE anticipates that it will have the time to build a solid foundation based on a compensation plan that rewards sales associates and promoters for customer acquisition and the promotion of well-established and new products. Our collective success depends on our united commitment to offer our customers the finest communications products and services available anywhere in the world. I look forward to moving through the process quickly with the support of our independent sales associates during this transition and the ongoing dedication of our customers." Additional information is available on the TelexFREE website at www.TelexFREE.com Court filings and other documents related to the reorganization proceedings are available on http://www.kccllc.net/TelexFree Alvarez & Marsal North America, LLC is serving as restructuring advisor to the Company and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. About TelexFREE TelexFREE -- http://www.TelexFREE.com-- is a private company headquartered in Marlborough, Mass., with offices in a number of regions around the world. TELEXFREE LLC: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------ Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Telexfree, LLC 14-12524 4705 S. Durango Drive #100-J51 Las Vegas, NV 89147 TelexFree, Inc. 14-12525 225 Cedar Hill Street Suite 118 Marlborough, MA 01752 TelexFree Financial, Inc. 14-12526 Type of Business: Telecommunications Chapter 11 Petition Date: April 13, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtors' General Nancy A. Mitchell, Esq. Counsel: Maria J. DiConza, Esq. Matthew L Hinker, Esq. GREENBERG TRAURIG, LLP MetLife Building 200 Park Avenue New York, NY 10166 Tel: (212) 801-9200 Fax: (212) 801-6400 Email: mitchelln@gtlaw.com diconzam@gtlaw.com hinkerm@gtlaw.com Debtors' Local Thomas H. Fell, Esq. Counsel: Gregory E. Garman, Esq. GORDON SILVER 3960 Howard Hughes Pky 9th Flr Las Vegas, NV 89169 Tel: (702) 796-5555 Fax: (702) 369-2666 Email: tfell@gordonsilver.com ggarman@gordonsilver.com Debtors' ALVAREZ & MARSAL Restructuring Financial Consultant: Debtors' Claims KURTZMAN CARSON CONSULTANTS LLC Agent: Debtors' Chief JOE H. CRAFT, CPA Financial Officer: Debtors' J. FRANK ASSOCIATES, LLC Investor d/b/a Joele Frank, Relations Wilkinson Brimmer Katcher Representative: Debtors' Interim IMPACT THIS DAY, INC. CEO Provider: Estimated Estimated Assets Debts ------------ ------------- TelexFree, LLC $50MM-$100MM $100MM-$500MM TelexFree, Inc. $1MM-$10MM $0-$50,000 The petitions were signed by Stuart A. MacMillan, interim CEO. Consolidated List of Debtors' 30 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Jozelia Sangali Trade Debt $1,346,731 Boston, MA US Email: jozelia_miriam@hotmail.com Tel: 2756789045 Leonardo Francisco Trade Debt $903,813 30 D Mount Ave. 30 D 1 Marlborough, MA US Email: leocaul@hotmail.com Tel: 9783109244 DL1 Inc. Trade Debt $740,910 97 Bellevue Avenue Melrose, MA US Email: davidbeeba@gmail.com Tel: 8573122571 Renato Alvez Trade Debt $737,264 rua nove 252 jardim bela vista serra, Es BR Email: renato.alvez.88@hotmail.com Tel: 2798230867 Benjamin Argueta Trade Debt $673,543 14 Illinois Ave Somerville, MA Email: benjamin_gauchao@yahoo.com Tel: 8572598240 Marco Almeida Trade Debt $553,579 rua sostenis miranda 81 centro itabuna, MO UY Email: marcobrum53@hotmail.com Tel: 9545881667 JMC Inc. Trade Debt $500,308 3611nw 19th St. Coconut Creek, FL US Email: marcosclubflorida@gmail.com Tel: 9548182549 Edwin Herman Maina Lima Trade Debt $496,201 Calle Tarope Cobija, Pa BO Email: aldemar.neto@ac.gov.br David Martinez Trade Debt $493,707 caserio el tunal 112 El Rosario, PA SV Email: dmj500@charter.net Tel: 7743123480 Paola Zollo Alecci Trade Debt $456,342 Rua da Calcada NI2 12 Canico Canico, PT Robert Bourguignon Trade Debt $439,901 3611 NW 19th Street Coconut Creek, FL 33066 Email: 9548182549 Tel: flavioarraz@gmail.com Carla Perez Trade Debt $438,318 R Machado de Assis 820 Jd Santa Inacia Porto Alegre, 17 PT Email: carlagperes@outlook.com Tel: 351912000000 Pedro Taveras Trade Debt $438,318 Calle 5 Este No. 6 Email: ptc59@hotmail.com Tel: 8095568719 Nathana Santos Reis Trade Debt $402,462 Rua Vinicius Torres Email: nathanasreis@gmail.com Jose Anominondas Jr. Trade Debt $388,771 rua barao de lucena 62 petimbu natal, MO UY Email: wjempreendimentos@icloud.com Tel: 8488288206 Vagner Roza Trade Debt $386,447 Rua Tereza de Jesus S/N Centro Ipiranga, PR BR Email: vagnerflamego2009@hotmail.com Tel: 4299168155 Norberto Rey Trade Debt $374,237 1003 E 31s Ave 1003 1003 E 31s ave Tampa, FL US Email: reytrucking@yahoo.com Tel: 8133574453 Jacqueline Zieff Trade Debt $367,109 42 Arlington Rd Brookline, Ma US Email: july3jane@aol.com Tel: 6178039988 Jose Carlos Maciel Trade Debt $364,086 18 Hayes St. Apt. 2 Email: jcmkgb@hotmail.com Tel: 5088169680 Michael Calazans Trade Debt $350,420 3611 NW 19th Street Coconut Creek, FL 33066 Tel: 9548182549 Bruno Graziani Trade Debt $344,505 80 Lilac Circ 80 Centro Marlboro, MA US Email: grazian892@gmail.com Tel: 9783891408 Renato Ribeiro Trade Debt $340,479 14 Washington St. Medford, MA US Email: renatousa05@gmail.com Tel: 781-960-3914 Marcelino Salazar Trade Debt $337,291 Bacilio av san borja norte 1325 san borja lima, lim PE Email: marcelino.sb@outlook.com Tel: 5114362762 Edison Oswaldo Trade Debt $312,890 jurado aleman AV. Carlos Freire LT 248 PB Pasaje A LT 24 LA Libertad de Chillogallo Quito, Pi EC Email: oswaldojuradoaleman@gmail.com Tel: 593996000000 Roman Mishuk Trade Debt $310,913 Kosachiv 3 24 Kovel, Vo UA Email: mishuknew@gmail.com Tel: 380507000000 Rosa Marina Cabral Souto Trade Debt $303,026 Caminho Lombo de SIAalo Tiago 19-A Canhas Ponta do Sol, MA PT Email: telefree.r@hotmail.com Tel: 351292000000 Du painting Dba Trade Debt $302,831 1 Main Street 555 Hyannis, MA US Email: edpnegocios@hotmail.com Tel: 1617016788 Graca Luisa andrade Trade Debt $298,988 rua velha ajuda bl-G Funchal, Ma PT Email: projectosfx@gmail.com Tel: 351962000000 Paulo Francisco da Silva Trade Debt $295,946 rua alindo robelito 2725 setor 23 Vilhena, MA US Email: avpaulo_207@hotmail.com Tel: 6175951543 Leone da Silva santos Trade Debt $295,946 Av. Rubens Carvalho Av. 100 Feira de Santana, BA US Email: araujommn@gmail.com Tel: 7536972394 THERMOENERGY CORP: Incurs $1.6 Million Net Loss in 2013 ------------------------------------------------------- ThermoEnergy Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.61 million on $2.81 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $7.38 million on $6.97 million of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, shows $4.29 million in total assets, $9.19 million in total liabilities, $8.97 million in series C convertible redeemable preferred stock and a $13.86 million total stockholders' deficiency. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses 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/G0Bx8R About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. As reported by the TCR on July 15, 2013, the Audit Committee of ThermoEnergy Corporation's Board of Directors voted to dismiss Grant Thornton LLP as the Company's independent registered public accounting firm and, on the same day, engaged Moody, Famiglietti & Andronico, LLP, as the Company's new independent registered public accounting firm. The dismissal was not a result of any disagreement with the former accounting firm. TITAN PHARMACEUTICALS: Posts $9.7 Million Net Income in 2013 ------------------------------------------------------------ Titan Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income and comprehensive income applicable to common stockholders of $9.71 million on $10.48 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss applicable to common stockholders of $15.18 million on $7.11 million of total revenue in 2012. As of Dec. 31, 2013, the Company had $18.42 million in total assets, $12.66 million in total liabilities and $5.76 million in total stockholders' equity. A copy of the Form 10-K is available for free at: http://is.gd/kYL6YH About Titan Pharmaceuticals South San Francisco, California-based Titan Pharmaceuticals is a biopharmaceutical company developing proprietary therapeutics primarily for the treatment of central nervous system disorders. * * * This concludes the Troubled Company Reporter's coverage of Titan Pharmaceuticals until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. TRAVELPORT LLC: Moody's Changes 'Caa1' CFR Outlook to Negative -------------------------------------------------------------- Moody's Investors service has changed to stable from negative the outlook on Travelport's Caa1 corporate family rating (CFR) and the Caa1-PD probability of default rating (PDR) of Travelport LLC. Concurrently, Moody's has affirmed Caa1 CFR and the Caa1-PD PDR, as well as the B1 ratings of the senior secured debt. Moody's has also affirmed the Caa2 ratings of the second lien, the Caa2 rating of the senior unsecured notes and the Caa3 ratings of the subordinated unsecured notes. Ratings Rationale "The change of outlook to stable is driven by Travelport's improving operating performance, which has seen the company returning to EBITDA growth", says Knut Slatten, Moody's Assistant Vice President and lead analyst for Travelport. Following two years in which the company's EBITDA and cash flow generation came under significant pressure as a result of the loss of a key contract, as well as the incurrence of large litigation costs, Travelport no longer suffered from these headwinds in the last three quarters of 2013. Supported by a strong growth momentum, as exemplified by Travelport's 4% growth in Revenue Per Available Segment (RevPas), the company has managed to return towards a path of EBITDA-growth, allowing the company to de- leverage from its current high levels. Moody's expects that Travelport's core distribution business will perform well over the next 2-3 years, supported by an overall more favorable outlook for air travel. In addition, Moody's sees potential upside from Travelport's merchandising platform, which allows airlines to sell ancillary products through the GDS terminal and notes that Travelport has contracted an increasing number of low cost carriers over the past year. Moody's also views favorably Travelport's increasing proportion of revenues coming from alternative revenue sources, exemplified by its "beyond air" segment representing 18% of net revenues in 2013 (against 14% in 2011). As part of its full-year results for 2013, Travelport said it no longer considered Orbitz as a core-asset. Whilst Travelport has not communicated more around its ownership of the online-travel agency, Moody's anticipates that further de-leveraging of the capital structure will materialise should Travelport decide to divest its ownership-stake. A potential disposal of the company's stake in Orbitz is not reflected in Travelport's current ratings and outlook. Moody's expects that Travelport's liquidity profile will be adequate, but notes that the company's liquidity profile is dented by a still-tight headroom to financial covenants. There are no upcoming debt maturities over the next 12 months. Travelport's Caa1 CFR continues to reflect its leading position as a GDS provider, among the top three globally, alongside Amadeus IT Holding, S.A. and Sabre Holdings Corporation. The ratings remain constrained by the company's high leverage, weak free cash-flow, low interest cover and a liquidity profile deemed to be not more than adequate. What Could Change The Rating UP/DOWN Positive rating pressure could arise if Travelport succeeds in bringing leverage down below 7.0x Moody's-adjusted debt/EBITDA. Conversely, negative pressure would likely be exerted on the rating should Travelport fail to demonstrate a glide path towards a reduction in leverage from the high levels over the next two years. Finally, negative pressure could also result if Travelport's near-term liquidity were to be more constrained. 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. Headquartered in Atlanta, Georgia, Travelport is a leading provider of transaction processing services to the travel industry through its global distribution system (GDS) business, which includes the group's airline information technology solutions business. During FY2013, the group reported revenues and adjusted EBITDA of $2.1 billion and $517 million, respectively. TRAVELPORT LLC: S&P Raises Corporate Credit Rating to 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services said that it raised to 'CCC+' from 'SD' (selective default) its long-term corporate credit ratings on U.S.-based travel services provider Travelport Holdings Ltd. and its primary operating subsidiary Travelport LLC (together, Travelport). The outlook is stable. At the same time, S&P raised to 'CCC-' from 'D' (default) its issue rating on Travelport LLC's senior unsecured and senior subordinated notes due September 2016. The recovery rating on these notes is unchanged at '6', indicating S&P's expectation of negligible (0%-10%) recovery prospects in the event of a payment default. In addition, S&P affirmed all its issue ratings on Travelport's other debt facilities. In particular: -- S&P affirmed its issue rating on the first-lien senior secured debt facilities at 'B'. The recovery rating on these facilities is unchanged at '1', indicating S&P's expectation of very high (90%-100%) recovery prospects in the event of a payment default. -- S&P affirmed its issue ratings on the second-lien term loan at 'CCC+'. The recovery rating on this debt is unchanged at '4', indicating S&P's expectation of average (30%-50%) recovery prospects in the event of a payment default. The upgrade follows Travelport's completion of a voluntary exchange of $135 million of its outstanding senior subordinated notes due September 2016 for equity in Travelport LLC. S&P viewed the exchange as distressed under its criteria, which led it to downgrade Travelport to 'SD' on March 5, 2014. In accordance with S&P's criteria, it changes its long-term corporate credit rating of 'SD' after an issuer's distressed exchange to reflect its new capital structure. Travelport's operating performance improved in the financial year ending Dec. 31, 2013, with 13% growth in reported EBITDA. Despite the positive development in underlying performance, S&P continues to forecast negative free operating cash flow under its base case. This is because Travelport's debt and cash interest costs remain high after the exchange, which in S&P's view makes its capital structure unsustainable in the medium-to-long term. As a result, S&P believes that Travelport is vulnerable to external shocks in its operating environment and dependent on favorable business, financial, and economic conditions to meet its medium- to long-term financial commitments. S&P's ratings take into account Travelport's track record of distressed debt exchanges and debt maturity extensions, which over time have worsened some creditors' positions in the capital structure. S&P's assessment of Travelport's financial risk is "highly leveraged." Under S&P's base case, Travelport's credit measures will remain weak in 2014, with Standard & Poor's-adjusted funds from operations (FFO) to debt of 3% and EBITDA interest coverage of 1.4x. S&P's assessment of Travelport's business risk is "fair." The 13% improvement in reported EBITDA in 2013 was mainly driven by strong growth in Travelport's "Beyond Air" business segment, which includes its advertising, hospitality, and payment businesses. S&P anticipates that Travelport's core global travel distribution business will remain under pressure as airlines continue to promote direct bookings in the more mature European and North American markets. However, S&P believes that the group will offset some of these pressures by broadening its service offering and growing its advertising, hospitality, and payments businesses, which underpin its strategic objective to diversify its revenue stream. The stable outlook reflects S&P's view that Travelport has sufficient liquidity to meet its operational and financing needs over the next 12 months. Downside scenario S&P could lower the rating on Travelport if its liquidity weakens materially. In view of the lack of near-term debt maturities, a downgrade would most likely occur if headroom under Travelport's covenants deteriorates significantly below S&P's forecasts. S&P could also lower the rating if Travelport announces another debt exchange that it views as distressed. Upside scenario Rating upside would require Travelport to achieve a sustainable capital structure by significantly reducing its cash interest cost. In the absence of large near-term debt maturities, Travelport could deleverage by selling assets and using the proceeds to repay debt; or by improving its operating performance such that sustainable positive operating cash flow generation supports material debt reduction in the medium-to-long term. TRISTAR WELLNESS: Delays Form 10-K for 2013 ------------------------------------------- TriStar Wellness Solutions, Inc., formerly known as Biopack Environmental Solutions, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. "Data and other information regarding certain material operations of the Company, as well as its financial statements required for the filing, are not currently available and could not be made available without unreasonable effort and expense," the Company said in the filing. About Tristar Westport Conn.-based Tristar Wellness Solutions, Inc., is a company involved in developing, manufacturing and marketing HemCon Medical Technologies Inc.'s innovative wound care/infection control medical devices, as well as, developing, marketing and selling NorthStar Consumer Products, LLC's Beaute de Maman(TM) product line, which is a line of skincare and other products specifically targeted for pregnant women, as well as developing the Soft and Smooth Assets. In April 2012, the Company changed its name from "Biopack Environmental Solutions, Inc." to "Tristar Wellness Solutions, Inc." This name changes was effected by the agreement between the holders of our preferred stock, which account for the voting control of the company with Rockland Group, LLC, under which Rockland purchased shares of TriStar Wellness Solutions, Inc. The Company's balance sheet at Sept. 30, 2013, showed $5.98 million in total assets, $9.13 million in total liabilities and a $3.14 million total stockholders' deficit. The consolidated financial statements for the fiscal year ended December 31, 2012, states that because the Company has suffered recurring operating losses from operations, there is substantial doubt about the Company's ability to continue as a going concern. A "going concern" opinion indicates that the consolidated financial statements have been prepared assuming the Company will continue as a going concern and do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that may result from the outcome of this uncertainty. TUSCANY INT'L: Executes Heli-Portable Rig Sale Agreement -------------------------------------------------------- Tuscany International Drilling Inc. on April 11 announced the execution of a definitive agreement by its wholly-owned subsidiares, Tuscany Rig Leasing S.A. and Tuscany Perfuracoes Brasil Ltda., with respect to the sale of heli-portable drilling rigs 115 and 116 located in Brazil, including all related equipment owned or used by Tuscany in connection with the rigs. The aggregate consideration payable to Tuscany pursuant to the Transaction is USD$29,000,000, USD$6,000,000 of which has been deposited into escrow. The proceeds from the completion of the Transaction will be used by Tuscany to reduce its indebtedness under its secured credit facility. The Transaction is subject to customary closing conditions. The Transaction is expected to be completed in mid-May. For information on developments concerning and documents relating to the Company's previously announced proceedings under Chapter 11 of the United States Bankruptcy Code, please refer to the website of Prime Clerk LLC, the administrative advisor, at http://cases.primeclerk.com/tuscany/ About Tuscany International Tuscany International Holdings (U.S.A.) Ltd. and Tuscany International Drilling Inc. sought protection from creditors under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10193) in Delaware on Feb. 2, 2014. Tuscany also commenced ancillary proceedings in the Court of Queen's Bench of Alberta under the Companies' Creditors Arrangement Act. Pursuant to a restructuring support agreement with prepetition lenders holding 95% of the prepetition loans, the Debtors have agreed to sell substantially all of the assets of TID to lenders in exchange for a credit bid of certain of their debt, effectuated through a plan of reorganization. Headquartered in Calgary, Alberta, Tuscany is engaged in the business of providing contract drilling and work-over services along with equipment rentals to the oil and gas industry. Tuscany is currently focused on providing services to oil and natural gas operators in South America. Tuscany has operating centers in Colombia, Brazil, and Ecuador. The Debtor disclosed $414,624,292 in assets and $207,332,530 in liabilities as of the Chapter 11 filing. The Colombian and Brazilian businesses are operated by certain non-debtor affiliates, while the Ecuador business is operated by branch office of debtor TID. As of the Petition Date, Tuscany entities owned 26 rigs, of which 12 are located in Colombia, nine in Brazil and five in Ecuador. Of the 26 rigs, 15 were contracted and operational as of the Petition Date and five were directly owned by the Debtors. Latham & Watkins LLP's Mitchell A. Seider, Esq., Keith A. Simon, Esq., David A. Hammerman, Esq., and Annemarie V. Reilly, Esq.; and Young Conaway Stargatt & Taylor, LLP's Michael R. Nestor, Esq., and Kara Hammond Coyle, Esq., serve as the Debtors' co-counsel. FTI Consulting Canada, Inc.'s Deryck Helkaa is the chief restructuring officer. Prime Clerk LLC is the claims and notice agent, and administrative agent. McCarthy Tetrautt LLP is the special Canadian counsel. Deloitte & Touche LLP provides tax services. GMP Securities, LLC serves as investment banker. The Debtors' plan of reorganization dated March 3, 2014, proposes that a newly-formed entity organized by certain prepetition lenders will credit bid a principal amount of the Prepetition Credit Agreement Claims or DIP Facility Claims to be determined in exchange for all or substantially all of the assets of the HoldCo. The Bankruptcy Court has entered an order approving the bidding procedures for the sale of all or any portion of the Debtors' assets or the new capital stock of Reorganized HoldCo, as reorganized under the Plan. These bidding procedures are to be utilized by the Debtors in the postpetition sale process in an effort to secure the highest or otherwise best offer for the sale of the Debtors' businesses. The U.S. Trustee said that an official committee of unsecured creditors has not been appointed in the Debtors' cases. An Official Committee of Equity Security Holders has been appointed in the case. The Equity Committee has tapped as bankruptcy counsel Adam G. Landis, Esq., Kerri K. Mumford, Esq., James S. Green Jr., Esq., J. Landon Ellis, Esq., and Joseph D. Wright, Esq., at Landis Rath & Cobb LLP. Credit Suisse, as agent, is represented by: MAYER BROWN LLP 1675 Broadway New York, NY 10019-5820 Attn: Howard S. Beltzer, Esq. Facsimile: 212-262-1910 E-mail: hbeltzer@mayerbrown.com - and - RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Attn: Mark D. Collins, Esq. Facsimile: 302-498-7531 E-mail: Collins@rlf.com VERMILLION INC: Incurs $8.8 Million Net Loss in 2013 ---------------------------------------------------- Vermillion, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $8.81 million on $2.56 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $7.14 million on $2.09 million of total revenue during the prior year. As of Dec. 31, 2013, the Company had $30.64 million in total assets, $3.87 million in total liabilities and $26.76 million in total stockholders' equity. BDO USA, LLP, in Austin, Texas, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors previously expressed substantial doubt about the Company's ability to continue as a going concern in their report on the Company's consolidated financial statements for the the year ended Dec. 31, 2012, citing recurring losses and negative cash flows from operations and an accumulated deficit. A copy of the Form 10-K is available for free at: http://is.gd/dS9Iy6 On March 27, 2014, on the recommendation of the Compensation Committee of the Board of Directors of Vermillion, Inc., the Board approved the 2014 annual salary; the target percentage of annual salary payable upon achievement of specified metrics relating to the number of OVA1 tests performed, realized revenue per test, completion of studies, advancement of the platform migration, increase in covered lives and certain other metrics; and grants of options to purchase common stock of the Company, par value $0.001 per share, to each of these executive officers: Bonus Payout No. of Target for 2014 Shares (as a percentage Subject to 2014 Annual of 2014 Annual Stock Option Name & Title Salary Salary) Grant ------------ ----------- ---------------- ------------ Tom McLain $375,000 50% 140,000 President and Chief Executive Officer Marian Sacco $250,000 40% 90,000 Senior Vice President of Sales and Marketing and Chief Commercial Officer Donald Munroe $275,000 40% 70,000 Senior Vice President of Business Development and Chief Scientific Officer Eric Schoen $225,000 35% 55,000 Vice President, Finance and Chief Accounting Officer The stock options were granted pursuant to the Vermillion, Inc., Amended and Restated 2010 Stock Option Plan and, subject to the executive officer's continued employment with the Company, will vest in forty-eight equal monthly installments beginning on April 27, 2014 (except as otherwise provided in the terms and conditions applicable to the awards). The exercise price for the options is $3.09 per share, and the options are subject to such additional terms and conditions as are set forth in the applicable form of award agreement. 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. VIASYSTEMS GROUP: S&P Retains 'B+' Rating Following $50MM Add-On ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its ratings on St. Louis, Mo.-based Viasystems Group Inc. are unchanged following its proposed $50 million add-on to its senior secured notes due 2019. The notes, to be issued by Viasystems Inc., are rated 'B+' with a recovery rating of '4', indicating an expectation for average (30%-50%) recovery in the event of a payment default. S&P expects that the company will hold the proceeds on its balance sheet to bolster liquidity. At Dec. 31, 2013, it had $55 million in cash and $100 million of availability under its revolving credit facilities. The 'B+' corporate credit rating reflects Viasystems' "aggressive" financial risk profile with leverage of 4.8x as of Dec. 31, 2013, pro forma for the proposed transaction, up from actual leverage of 4.4x for the same period, and its "weak" business risk profile reflecting its competitive and fragmented operating environment and the cyclicality of the printed circuit board market. RATINGS LIST Viasystems Group Inc. Corporate Credit Rating B+/Stable/-- Viasystems Inc. Senior Secured $600 mil. notes due 2019 B+ Recovery Rating 4 WEST FLORIDA RECYCLING: Files for Chapter 11 Bankruptcy ------------------------------------------------------- West Florida Recycling, L.L.C., based in Pensacola, Florida, filed for Chapter 11 bankruptcy (Bankr. N.D. Fla. Case No. 14-30341) on March 31, 2014. Judge William S. Shulman presides over the case. Todd M. LaDouceur, Esq., at Todd M. Ladouceur, P.A., serves as the Debtor's counsel. West Florida Recycling estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Larry Hoover, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb14-30341.pdf NorthEscambia.com reported that officials at Emerald Coast Utilities Authority say they plan to continue to utilize the company to process recyclables, as long as they can continue to provide services in accordance with ECUA's contract. "We've worked to establish an alternate solution, should that be necessary, because we are committed to maintaining our recycling program in place," ECUA spokesperson Nathalie Bowers said, according to the report. "Having already converted our fleet of collection vehicles to Compressed Natural Gas (CNG) from diesel has given us options that we might not have had one or two years ago. The reduced fuel costs give us the option of considering recycling processors who are further away, at the same cost, and certainly at a lower cost than landfilling these recyclables locally." ECUA does not pay West Florida Recycling; rather the company makes money by selling the processed recyclables. WEST MOUNTAIN: Case Closed; Apex Capital Becomes New Owner ---------------------------------------------------------- Justin Mason, writing for The Daily Gazette, reported that West Mountain officially emerged from bankruptcy. According to the report, Apex Capital received a final decree on the ski area's Chapter 11 filing last year and is now the formal owner of the property. Though West Mountain still owes roughly $1.5 million, the change in status means the new ownership can raise capital and seek additional investors for the venture, the report said. According to the report, Spencer Montgomery, a principal with Apex, a limited liability corporation, said that since the bankruptcy proceedings began in June, the ski area has settled with its unsecured creditors and restructured its debt load in order to greatly reduce the $4.8 million originally owed to creditors. He said the ski area will still have mortgage payments moving forward, but at a rate that won't burden the business. Mr. Montgomery a;sp said the ski area also has secured roughly 1,600 acres of land at the top of the mountain that was in foreclosure. He said the land is a crucial component to the mountain's long- range viability. The report also said that under bankruptcy, Apex Capital leased 368 acres of West Mountain for $16,000 per month, with the proceeds going toward paying off some of the $2.12 million in secured claims. Apex also invested roughly $600,000 into the business over the past year, which allowed the company to repair machinery, refurbish lifts and spruce up the lodge for the season. WESTERN FUNDING: Majority of Unsecured Creditors Accept Plan ------------------------------------------------------------ Majority of the holders of general unsecured claims in the Chapter 11 cases of WFI Debtor, f/k/a Western Funding Incorporated, and its debtor affiliates, voted to accept the Chapter 11 Plan of Liquidation, according to a filing with the U.S. Bankruptcy Court for the District of Nevada. Specifically, 80% of the holders of Class 4 - General Unsecured Claims, with claims amounting to $6,804,813, voted to accept the Plan. Meanwhile, all five holders of Class 3 - B Member Secured Claims with an aggregate estimated claim amount of $3.0 million voted to reject the Plan. Greif & Co., one of the unsecured creditors who voted to reject the Plan, complained that the Plan does not adequately ensure litigation claims, avoidance actions, and subordination proceedings are adequately preserved and properly handled post- confirmation. Mark Finston and James B. Hadden and Class B Members of Harbor Structured Finance, Inc., the sole shareholder of the Debtors complained, among other things, that the Plan contains release language that is not included for any of the other classes designated under the Plan, and appears to confer a release upon the Debtors, in direct contravention of the release provision previously retained in the so-called "Westlake Order." The Debtors maintain that, subject to certain modifications that will be filed prior to the confirmation hearing, the objections to the confirmation of the Plan will be resolved and the Plan will be confirmed. The Debtors tell the Court that they continue to work with the counsel for certain creditors in an attempt to resolve remaining issues. Zachariah Larson, Esq., and Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represent the Debtors. L. Edward Humphrey, Esq. -- ehumphrey@hulolaw.com -- at HUMPHREY LOPEZ PLLC, in Reno, Nevada, represents Greif & Co. Richard F. Holley, Esq. -- rholley@nevadafirm.com -- and Ogonna M. Atamoh, Esq. -- oatamoh@nevadafirm.com -- at Cotton, Driggs, Walch, Holley, Woloson & Thompson, in Las Vegas, Nevada; and Joseph F. Murray, Esq. -- murray@mmmb.com -- at Murray Murray Moul + Basil LLP, in Columbus, Ohio, represent the Class B Members. About Western Funding Inc. Las Vegas car-loan maker Western Funding Inc. filed for Chapter 11 bankruptcy protection (Bankr. D. Nev. Case No. 13-17588) on Sept. 4, 2013, after its own lender said the company broke borrowing promises made last year. Matthew C. Zirzow, Esq., at Larson & Zirzow, LLC, in Las Vegas, Nevada, represents the Debtor. Jeanette E. McPherson, Esq., at Schwartzer & McPherson Law Firm represents the Official Committee of Unsecured Creditors. In its schedules, Western Funding disclosed $48,513,558 in total assets and $44,443,913 in total liabilities. Western Funding is jointly administered with Western Funding Inc. of Nevada, and Global Track GPS, LLC. Western Funding Inc. is the lead case. As reported by the TCR on Nov. 22, 2013, the Debtors filed a proposed Chapter 11 plan that contemplates the transfer of equity interests to Carfinco Financial Group, Inc., absent higher and better offers at a court-sanctioned auction. The TCR reported on Feb 21, 2014, that the Court authorized the Debtors to change their corporate names and modify the case caption. In accordance with the order dated Jan. 6, 2014, authorizing the sale of substantially all of the Debtors' operating assets, the Debtors' name will be changed to: Western Funding Incorporated WFI Debtor Western Funding Inc. of Nevada WFN Debtor Global Track GPS, LLC GT Debtor WISE METALS: Moody's Rates Proposed Sr. Unsecured Notes 'Caa2' -------------------------------------------------------------- Moody's Investors Service assigned a Caa2 rating to proposed senior unsecured notes due 2018 to be issued by Wise Metals Intermediate Holdings LLC ("Holdings") and Wise Holdings Finance Corporation ("Wise Holdings Finance") as co-issuers. At the same time, Moody's assigned a B3 Corporate Family Rating (CFR) and B3- PD Probability of Default Rating (PDR) to Wise Holdings, a new holding company 100% owned by Wise Metals Holdings LLC. Holdings owns 100% of each of Wise Holdings Finance and Wise Metals Group LLC ("Wise Metals"). At the same time, Moody's affirmed the Caa1 rating on Wise Metals $650 million senior secured notes. The ratings outlook is negative and is a change from the previous stable outlook for Wise Metals. If the proposed offering is concluded as planned, Moody's will withdraw the existing B3 CFR and B3-PD PDR of Wise Metals. Moody's convention is to assign the CFR to the highest entity within a family's corporate structure that has rated debt. Wise Metals is the entity that directly owns the group's operating subsidiaries. Moody's collectively refer to the group of companies as "Wise". Proceeds of the new offering will be used to fund a dividend distribution, equity repurchase and for general corporate purposes. Interest on the notes is payable in cash; however, if certain conditions are met Wise may make payment in kind (PIK) or a combination thereof. Moody's took the following actions: Assignments: Issuer: Wise Metals Intermediate Holdings LLC Corporate Family Rating, Assigned B3 Probability of Default Rating, Assigned B3-PD Senior Unsecured Regular Bond/Debenture, Assigned Caa2 (LGD6, 94%) Affirmations: Issuer: Wise Metals Group LLC Senior Secured Regular Bond/Debenture, Affirmed Caa1 (LGD4, 60%) Outlook Actions: Issuer: Wise Metals Group LLC Outlook, Changed To Negative From Stable Issuer: Wise Metals Intermediate Holdings LLC Outlook, Negative Ratings Rationale The effective change in Wise's outlook to negative from stable reflects the introduction of debt at Wise Holdings and the resulting higher absolute debt levels for a company operating under a relatively low margin business model within an industry that still faces fundamental challenges. The outlook also considers the need for Wise Metals to make dividend payments to Holdings in order for Holdings to service its debt requirements and the expected impact on cash flow generation for reinvestment or debt reduction. Consequently, Moody's expect that Wise will continue to carry weak credit metrics and exhibit debt-to-EBITDA exceeding 6 times and EBIT-to-interest trending below 1.5 times over the next 12 to 18 months. Given the increased debt and interest levels, meaningful improvement in metrics will now occur over a longer time horizon than initially contemplated. Moody's view the timing of the contemplated payment of debt- financed shareholder distributions while business conditions continue to encounter headwinds as being adverse to Wise's credit profile. Wise's sales are concentrated in the North American can sheet segment, which is being pressured by the secular decline in beverage can consumption in North America. Furthermore, given Wise's largely margin-on-metal business model, moderate improvement in profitability is contingent on achieving higher volumes in a still fiercely competitive marketplace. The B3 CFR acknowledges Wise's strong position within its customer base and the multi-year sales contracts it has with its customers for can sheet. This position is expected to become more advantageous to the company over time. Domestic excess production capacity is becoming more limited as some major North American rolled aluminum sheet producers have indicated plans to divert production capacity to the automotive markets, thereby providing Wise the opportunity to expand market share, and potentially increase its pricing flexibility. However, Moody's believe that it will take several years before automotive end-customers can transition a significant number of their product lines to aluminum sheet. Therefore, it will likely take some time before Wise can realize the full benefits of such favorable trends. The Caa2 rating on the senior unsecured notes, which will not be guaranteed by Holdings' subsidiaries on the issue date, reflects the structural subordination of these instruments within the liability waterfall to a substantial amount of secured debt. The Caa1 rating on Wise Metals senior secured notes, which are guaranteed by certain of Wise Metal's subsidiaries, reflects the weaker security available to this instrument relative to the company's asset-backed revolving credit facility ("ABL") and priority accounts payable. The rating could be pressured should market fundamentals deteriorate and the company experience sustained volume and margin declines or should the time horizon for an improvement in credit metrics encounter further delays. Quantitatively, ratings could be downgraded if debt-to-EBITDA is likely to be sustained above 5.5 times, EBIT-to-interest below 1.5 times, or if the company generates negative free cash flow on a sustained basis. A significant contraction in liquidity or availability under the ABL, or the undertaking of further debt-financed shareholder distributions and acquisitions could also negatively affect the rating. An upgrade is unlikely at this time due to Wise's highly leveraged profile, modest earnings base, slow recovery in general demand for aluminum products and the uncertainty over future financial policies. Over time, upward ratings momentum could occur should market fundamentals rebound to and be sustained at stronger levels, volume growth be achieved, and the company consistently evidence more robust earnings performance such that debt-to-EBITDA and EBIT-to-interest were to be sustained below 4.5 times and above 2.0 times, respectively. 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 Muscle Shoals, Alabama, Wise Metals Intermediate Holdings LLC (" Holdings") is a holding company that owns a 100% stake in Wise Metals Group LLC ("Wise Metals"), which, in turn, owns 100% of Wise Alloys LLC ("Wise Alloys"), a producer of rolled aluminum products supplying primarily the North American can sheet market. Wise Alloys contributes the majority of the company's consolidated revenues. Wise Metals also wholly-owns Listerhill Total Maintenance Center LLC, which provides project and maintenance engineering services, Alabama Electric Motor Services LLC, which sells and services electric motors and Wise Recycling LLC ("Wise Recycling"), which collects, processes and sells scrap metal. Under the terms of the indentures governing the notes, Wise Recycling is an unrestricted subsidiary. Moody's collectively refer to the group of companies as "Wise". Consolidated revenues for the fiscal year ending December 31, 2013 were approximately $1.3 billion. WISE METALS: S&P Lowers CCR to 'B-'; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit rating on Muscle Shoals, Ala.-based Wise Metals Group and related entities to 'B-' from 'B'. At the same time, S&P assigned its 'B-' corporate credit rating to new parent company Wise Metals Intermediate Holdings. The outlook is stable. S&P assigned its 'CCC' issue-level rating (two notches lower than the corporate credit rating) to the company's proposed $125 million PIK toggle notes due 2018. The issue-level rating and '6' recovery rating indicate S&P's expectation for minimal (0%-10%) recovery for lenders in the event of payment default and the structurally subordinate position that the $125 million PIK toggle notes will occupy in the capital structure. S&P also lowered its issue-level rating on the company's existing $650 million senior secured notes by one notch to 'CCC+' from 'B-' in conjunction with the lowering of the corporate credit rating. The '5' recovery rating on the secured notes is unchanged and indicates S&P's expectation for modest (10%-30%) recovery for lenders in the event of payment default. The $125 million PIK toggle notes are being sold pursuant to Rule 144A without registration rights. The company plans to use proceeds from the proposed PIK notes to pay a dividend, pay interest expense on the PIK notes for 2014, for general corporate purposes, and for transaction-related fees and expenses. "The stable outlook reflects our view that Wise will continue to benefit from relatively predictable cash flow from contracted aluminum can sheet sales and established customer relationships," said Standard & Poor's credit analyst Amanda Buckland. "Still, we expect financial measures to remain highly leveraged, with EBITDA interest coverage of less than 2x during the next 12 months." S&P could lower the ratings if liquidity became weak, which could occur if Wise lost one of its top three customers or experienced a significant outage at its sole manufacturing facility, causing annual volumes sold to drop and reducing ABL availability due to shrinkage of assets to support the borrowing base and lower cash flows. S&P would consider an upgrade if Wise demonstrated that it can maintain adequate liquidity by executing material changes to trade terms with its largest customer and supplier such that its ABL availability does not become periodically constrained. S&P would also consider an upgrade if cash flow and leverage measures improved such that debt to EBITDA approached 5x. WORLD SURVEILLANCE: Reports $3.4 Million 2013 Net Loss ------------------------------------------------------ World Surveillance Group Inc. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.41 million on $558,574 of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $3.36 million on $272,201 of net revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $3.46 million in total assets, $16.96 million in total liabilities and a $13.49 million total stockholders' deficit. Rosen Seymour Shapss Martin & Company LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced significant losses and negative cash flows, resulting in decreased capital and increased accumulated deficits. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "Our indebtedness at December 31, 2013 was $16,958,374. A portion of such indebtedness reflects judicial judgments against us that could result in liens being placed on our bank accounts or assets. We are continuing to review our ability to reduce this debt level due to the age and/or settlement of certain payables but we may not be able to do so. This level of indebtedness could, among other things: * make it difficult for us to make payments on this debt and other obligations; * make it difficult for us to obtain future financing; * require us to redirect significant amounts of cash from operations to servicing the debt; * require us to take measures such as the reduction in scale of our operations that might hurt our future performance in order to satisfy our debt obligations; and * make us more vulnerable to bankruptcy or an unwanted acquisition on terms unsatisfactory to us," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/QYtQgK About World Surveillance World Surveillance Group Inc. designs, develops, markets and sells autonomous lighter-than-air (LTA) unmanned aerial vehicles (UAVs) capable of carrying payloads that provide persistent security and/or wireless communication from air to ground solutions at low, mid and high altitudes. The Company's airships, when integrated with electronics systems and other high technology payloads, are designed for use by government-related and commercial entities that require real-time intelligence, surveillance and reconnaissance or communications support for military, homeland defense, border control, drug interdiction, natural disaster relief and maritime missions. The Company is headquartered at the Kennedy Space Center, in Florida. * HSBC Sued by Illinois' Cook County over Minority Lending ---------------------------------------------------------- Edvard Pettersson and Andrew Harris, writing for Bloomberg News, reported that HSBC Holdings Plc was accused of targeting Chicago- area minority borrowers for high-cost home loans as Illinois's Cook County followed other local governments trying to hold subprime lenders liable for urban blight. According to the report, Cook County, the second most-populous county in the U.S. after Los Angeles County, seeks unspecified compensatory and punitive damages for its alleged costs to police and maintain deteriorating neighborhoods and from lost tax revenue on vacant properties, according to a complaint filed against HSBC North America Holdings on March 21 in federal court in Chicago. The county's suit against HSBC, Europe's biggest bank, mirrors claims brought by Baltimore, Cleveland and Memphis, Tennessee, targeting banks under the Fair Housing Act for making loans to minority borrowers who didn't qualify for them, or for giving high-interest subprime mortgages to minority borrowers who could have qualified for prime loans, the report related. "It was defendants' actions, and the actions of certain other subprime mortgage industry participants, that instigated the U.S. financial crisis, precipitating the economic decline and higher unemployment rates," the report said, citing Cook County in the complaint. "That in turn further exacerbated the foreclosure crisis initially caused by the predatory subprime lending itself." HSBC Mortgage Services Inc., which used "bulk underwriters" to buy subprime loans from third-party originators, approved loans for borrowers who were gardeners or worked for McDonald's and reported $90,000 in annual income, according to the complaint, the report related. The case is County of Cook v. HSBC North America Holdings Inc., 14-cv-02031, U.S. District Court, Northern District of Illinois (Chicago). * Wall Street Banks Cut Out of Prized Commercial Mortgages ---------------------------------------------------------- Sarah Mulholland, writing for Bloomberg News, reported that MetLife Inc. and Prudential Financial Inc. are cutting Wall Street's middlemen out of the resurgent market for loans backed by some of the nation's most-prized commercial properties. According to the report, banks from Deutsche Bank AG to JPMorgan Chase & Co. -- which originate loans and then sell them off as securities -- risk losing out as rising borrowing costs prompt them to charge more to make money. Insurers are offering cheaper real-estate loans because they don't need to quickly sell the debt at a profit, pushing Wall Street firms to lower their standards just to get deals done. As a result, sales of commercial-mortgage backed bonds are falling short of predictions for the best year since 2007: Issuance slumped to $14.6 billion from $20 billion in the same period last year, according to data compiled by Bloomberg, the report related. Bank of America Corp. cut its forecast last week for deals tied to single loans, typically backed by the higher-quality properties that insurers target, as sales plunged 66 percent from last year's record $9.1 billion. "The insurance companies are really plowing a lot of cash into making these loans" and "can cherry pick the best assets that are out there," Lea Overby, a debt analyst at Nomura Holdings Inc. told Bloomberg in a telephone interview from her New York office. * SEC Set to Alter Stance on Money Funds ---------------------------------------- Andrew Ackerman, writing for The Wall Street Journal, reported that U.S. securities regulators, under pressure from the asset- management industry, are preparing to exempt a majority of money- market mutual funds from a central plank of rules intended to curb risks in the $2.6 trillion market, according to people familiar with the agency's discussions. According to the report, citing these people, the Securities and Exchange Commission, poised to implement structural changes to money funds in coming months, is expected to broaden an exemption for mom-and-pop retail investors from requirements that certain money funds abandon their signature $1 share price and float in value like other mutual funds. Supporters of a floating share price argue it would train investors to accept slight fluctuations in the value of their shares and so not panic if they fall below the $1 price. The revised approach would mark a victory for mutual-fund companies that have pressed the SEC to scale back provisions from a June proposal, the report related. It also would deal a blow to other regulators, including 12 regional Federal Reserve Bank presidents, who have argued for tougher rules requiring more funds, including those catering to retail investors, to float share prices. The expected broadened exemption for retail investors is the latest sign the SEC is primarily focused on preventing the kinds of problems that occurred during the 2008 financial crisis, when large institutions stampeded out of the funds, the report further related. Retail investors, who tend to react more slowly, left money funds, too, but at a much slower pace before the government backstopped the industry, halting the exodus. Money funds invest in short-term debt instruments and are designed to be safe and readily accessible to investors, the report said. But the collapse of Lehman Brothers Holdings Inc. in September 2008 triggered losses in money-market fund Reserve Primary, which held Lehman debt. When investors learned the fund had "broken the buck" by falling under the $1-a-share value it sought to maintain, institutional investors fled Reserve Primary and other funds. The panic eased only after the Treasury Department and Federal Reserve vowed to temporarily support the funds. * Large Companies With Insolvent Balance Sheets ----------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE OU1 GR 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 TH 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE ALSWF US 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE ABT CN 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 AERI US 7.2 (22.4) (11.0) AERIE PHARMACEUT 0P0 GR 7.2 (22.4) (11.0) AEROHIVE NETWORK HIVE US 69.9 (3.3) 21.5 AEROHIVE NETWORK 2NW GR 69.9 (3.3) 21.5 AIR CANADA-CL A AIDIF US 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 A ADH GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A AC/A CN 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 AIDEF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AC/B CN 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 TH 9,470.0 (1,397.0) 98.0 ALIMERA SCIENCES ALIM US 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ GR 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ TH 19.6 (4.9) 13.7 ALLIANCE HEALTHC AIQ US 489.8 (136.6) 58.7 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 A1G GR 42,278.0 (2,731.0) 517.0 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 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 ARRY US 146.3 (5.4) 90.2 ATLATSA RESOURCE ATL SJ 768.5 (14.1) 30.2 AUTOZONE INC AZO US 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 GR 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 TH 7,262.9 (1,710.3) (860.8) 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 BCRX US 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 TH 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 GR 48.9 (1.1) 26.9 BRP INC/CA-SUB V B15A GR 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 DOO CN 1,875.1 (63.7) 116.5 BURLINGTON STORE BUI GR 2,621.1 (150.5) 112.7 BURLINGTON STORE BURL US 2,621.1 (150.5) 112.7 CABLEVISION SY-A CVY GR 6,591.1 (5,274.3) 283.4 CABLEVISION SY-A CVC US 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 72C GR 24.6 (44.3) 20.1 CELLADON CORP CLDN US 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 TH 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 CINCINNATI BELL CBB US 2,107.3 (676.7) (3.2) 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 TH 525.3 (1,290.2) 96.9 DOMINO'S PIZZA DPZ US 525.3 (1,290.2) 96.9 DOMINO'S PIZZA EZV GR 525.3 (1,290.2) 96.9 DUN & BRADSTREET DB5 GR 1,890.3 (1,042.3) (29.9) DUN & BRADSTREET DNB US 1,890.3 (1,042.3) (29.9) DUN & BRADSTREET DB5 TH 1,890.3 (1,042.3) (29.9) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODK US 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) FAIRPOINT COMMUN FRP US 1,599.9 (309.2) 34.3 FATE THERAPEUTIC FATE US 23.0 (9.9) 9.9 FERRELLGAS-LP FGP US 1,620.8 (101.2) 20.0 FERRELLGAS-LP FEG GR 1,620.8 (101.2) 20.0 FIVE9 INC 1F9 GR 56.3 (3.0) 1.1 FIVE9 INC FIVN US 56.3 (3.0) 1.1 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 FREESCALE SEMICO FSL US 3,047.0 (4,594.0) 1,133.0 GENTIVA HEALTH GHT GR 1,262.6 (300.2) 94.3 GENTIVA HEALTH GTIV US 1,262.6 (300.2) 94.3 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 HALOZ GR 101.8 (20.0) 69.7 HALOZYME THERAPE HALO US 101.8 (20.0) 69.7 HCA HOLDINGS INC 2BH TH 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC HCA US 28,831.0 (6,928.0) 2,342.0 HCA HOLDINGS INC 2BH GR 28,831.0 (6,928.0) 2,342.0 HORIZON PHARMA I HZNP US 252.6 (49.1) 67.5 HORIZON PHARMA I HPM GR 252.6 (49.1) 67.5 HORIZON PHARMA I HPM TH 252.6 (49.1) 67.5 HOVNANIAN ENT-A HO3 GR 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-A HOV US 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 HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INCYTE CORP INCY US 629.6 (193.1) 447.8 INCYTE CORP ICY GR 629.6 (193.1) 447.8 INCYTE CORP ICY TH 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 JE CN 1,543.7 (199.3) (12.4) JUST ENERGY GROU 1JE GR 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 LB US 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD TH 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD GR 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 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 M55 GR 42.0 (4.0) 11.7 MACROGENICS INC MGNX US 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 TH 258.6 (30.7) (51.5) MANNKIND CORP NNF1 GR 258.6 (30.7) (51.5) MARRIOTT INTL-A MAQ TH 6,794.0 (1,415.0) (772.0) 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) MAUI LAND & PINE MLP US 56.7 (36.0) (54.8) MDC PARTNERS-A MDZ/A CN 1,425.2 (128.1) (189.8) MDC PARTNERS-A MD7A GR 1,425.2 (128.1) (189.8) MDC PARTNERS-A MDCA US 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 26M GR 18.5 (24.3) (25.3) MIRATI THERAPEUT MRTX US 18.5 (24.3) (25.3) MONEYGRAM INTERN MGI US 4,786.9 (77.0) 85.2 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MORGANS HOTEL GR M1U GR 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 NCMI US 1,067.3 (146.1) 134.0 NATIONAL CINEMED XWM GR 1,067.3 (146.1) 134.0 NAVISTAR INTL IHR GR 7,654.0 (3,877.0) 645.0 NAVISTAR INTL NAV US 7,654.0 (3,877.0) 645.0 NAVISTAR INTL IHR TH 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 NXZ GR 1,163.7 (13.2) 117.2 NEXSTAR BROADC-A NXST US 1,163.7 (13.2) 117.2 NORCRAFT COS INC NCFT US 265.0 (6.1) 47.7 NORCRAFT COS INC 6NC GR 265.0 (6.1) 47.7 NORTHWEST BIO NWBO US 7.6 (14.3) (9.7) NORTHWEST BIO NBYA GR 7.6 (14.3) (9.7) NYMOX PHARMACEUT NYMX US 1.1 (5.9) (2.3) OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OMEROS CORP 3O8 GR 16.5 (18.4) 2.9 OMEROS CORP OMER US 16.5 (18.4) 2.9 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPOWER INC 38O TH 63.1 (6.3) (11.9) OPOWER INC 38O GR 63.1 (6.3) (11.9) OPOWER INC OPWR US 63.1 (6.3) (11.9) OVERSEAS SHIPHLD OSGIQ US 3,644.5 (60.2) 439.5 PALM INC PALM US 1,007.2 (6.2) 141.7 PHIBRO ANIMAL HE PAO GR 480.8 (63.5) 179.9 PHIBRO ANIMAL HE PAO EU 480.8 (63.5) 179.9 PHIBRO ANIMAL HE PAHC LN 480.8 (63.5) 179.9 PHIBRO ANIMAL-A PAHC US 480.8 (63.5) 179.9 PHILIP MORRIS IN PM1CHF EU 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM US 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PMI SW 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 FP 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN 4I1 TH 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1 TE 38,168.0 (6,274.0) (214.0) PHILIP MORRIS IN PM1EUR EU 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 PLUG US 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 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 REGAL ENTERTAI-A RGC US 2,704.7 (715.3) (41.3) REGAL ENTERTAI-A RETA GR 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 RTRX US 21.4 (5.8) (10.3) RETROPHIN INC 17R GR 21.4 (5.8) (10.3) REVANCE THERAPEU RTI GR 18.9 (23.7) (28.6) REVANCE THERAPEU RVNC US 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 RAD US 6,944.9 (2,113.7) 1,777.7 RITE AID CORP RTA GR 6,944.9 (2,113.7) 1,777.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SALLY BEAUTY HOL SBH US 2,060.1 (291.2) 689.5 SALLY BEAUTY HOL S7V GR 2,060.1 (291.2) 689.5 SILVER SPRING NE SSNI US 516.4 (78.1) 95.5 SILVER SPRING NE 9SI GR 516.4 (78.1) 95.5 SILVER SPRING NE 9SI TH 516.4 (78.1) 95.5 SMART TECHNOL-A 2SA TH 374.2 (29.4) 71.6 SMART TECHNOL-A SMT US 374.2 (29.4) 71.6 SMART TECHNOL-A SMA CN 374.2 (29.4) 71.6 SUNESIS PHARMAC RYIN GR 40.5 (6.2) 6.5 SUNESIS PHARMAC SNSS US 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN TH 40.5 (6.2) 6.5 SUNGAME CORP SGMZ US 0.1 (2.2) (2.3) SUPERVALU INC SVU US 4,711.0 (983.0) 272.0 SUPERVALU INC SJ1 GR 4,711.0 (983.0) 272.0 SUPERVALU INC SVU* MM 4,711.0 (983.0) 272.0 SUPERVALU INC SJ1 TH 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 THLD US 104.1 (23.5) 59.0 THRESHOLD PHARMA NZW1 GR 104.1 (23.5) 59.0 TRANSDIGM GROUP TDG US 6,292.5 (234.2) 882.4 TRANSDIGM GROUP T7D GR 6,292.5 (234.2) 882.4 TRINET GROUP INC TNET US 1,434.7 (270.4) 65.1 TRINET GROUP INC TN3 GR 1,434.7 (270.4) 65.1 ULTRA PETROLEUM UPM GR 2,785.3 (331.5) (278.8) ULTRA PETROLEUM UPL US 2,785.3 (331.5) (278.8) UNISYS CORP USY1 GR 2,510.0 (663.9) 516.0 UNISYS CORP UISEUR EU 2,510.0 (663.9) 516.0 UNISYS CORP USY1 TH 2,510.0 (663.9) 516.0 UNISYS CORP UIS US 2,510.0 (663.9) 516.0 UNISYS CORP UISCHF EU 2,510.0 (663.9) 516.0 UNISYS CORP UIS1 SW 2,510.0 (663.9) 516.0 VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR GR 1,260.2 (21.6) 183.3 VECTOR GROUP LTD VGR US 1,260.2 (21.6) 183.3 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRS TH 2,660.8 (423.6) (226.0) VERISIGN INC VRSN US 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 WTW US 1,408.9 (1,474.6) (30.1) WEIGHT WATCHERS WW6 GR 1,408.9 (1,474.6) (30.1) WEST CORP WT2 GR 3,486.3 (740.2) 363.9 WEST CORP WSTC US 3,486.3 (740.2) 363.9 WESTMORELAND COA WLB US 939.8 (280.3) 4.1 WESTMORELAND COA WME GR 939.8 (280.3) 4.1 XERIUM TECHNOLOG XRM US 624.1 (11.4) 107.5 XOMA CORP XOMA GR 134.8 (4.0) 97.4 XOMA CORP XOMA US 134.8 (4.0) 97.4 YRC WORLDWIDE IN YEL1 GR 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YRCW US 2,064.9 (597.4) 213.3 YRC WORLDWIDE IN YEL1 TH 2,064.9 (597.4) 213.3 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***