/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140423.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, April 23, 2014, Vol. 18, No. 111 Headlines ARCHDIOCESE OF MILWAUKEE: Changes to Plan Outline Expected in May AS SEEN ON TV: Infusion Brands Stake at 85.2% as of April 2 ASP HHI: S&P Affirms 'B+' CCR Following $115MM Term Loan Add-On AURORA DIAGNOSTICS: Incurs $73 Million Net Loss in 2013 BAY CLUB: May Continue Management Contract With Morrison Ekre BIOMODA INC: Confirms Plan Based on New Equity Investment BMC BUILDERS: Case Summary & 8 Unsecured Creditors BOOZ ALLEN: Moody's Rates Proposed $2.2BB Sr. Secured Debt 'Ba3' CAESARS ENTERTAINMENT: Unit Reports $2.9 Billion Loss in 2013 CAESARS ENTERTAINMENT: Prices Offering of $675MM Senior Notes CAESARS ENTERTAINMENT: JV Arranges Debt for $2-Bil. Purchase CALPINE CORP: Fitch Ratings Unaffected by Asset Sale CASH STORE: S&P Lowers Rating to 'D' Following CCAA Petition COLDWATER CREEK: Taps Alvarez & Marsal as Financial Advisor COLDWATER CREEK: Hires Perella Weinberg as Investment Banker COLDWATER CREEK: Employs Prime Clerk as Administrative Advisor COMMUNITY FIRST: Treasury Closes Sale of 17,806 Preferred Stock CONSOLIDATED CAPITAL: Cancels Registration of Units CORPORATE CAPITAL: Fitch Assigns 'BB+' LT Issuer Default Rating EAU TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2013 ELECTRICAL COMPONENTS: Moody's Assigns B2 CFR; Outlook Stable ELECTRICAL COMPONENTS: S&P Assigns 'B+' CCR; Outlook Stable ENDEAVOUR INTERNATIONAL: Files Copy of Investor Presentation ENERGY FUTURE: Delays Form 10-K Over Restructuring Talks ERICKSON INC: Moody's Affirms B1 CFR & Changes Outlook to Neg. FIBERTOWER CORP: Lenders Take Over With Consummated Ch. 11 Plan G AND S FOUNDRY: Case Summary & 20 Largest Unsecured Creditors GENERAL MOTORS: Engineering Chief to Depart GENERAL STEEL: Files Copy of Presentation Materials with SEC GRIDWAY ENERGY: Obtains Interim Approval of $34-Mil. DIP Loan GRIDWAY ENERGY: Has Interim OK to Pay $3.6MM to Critical Vendors GRIDWAY ENERGY: Seeks to Assume Key Employees' Contracts GRIDWAY ENERGY: Has Rust Consulting as Administrative Advisor HD SUPPLY: Amends 2013 Annual Report INTERFAITH MEDICAL: Can Employ Melanie Cyganowski as New CRO INTERMETRO COMMUNICATIONS: Incurs $2.4 Million Net Loss in 2013 IZEA INC: Incurs $3.3 Million Net Loss in 2013 KEEN EQUITIES: Hires Goldberg Weprin as Bankruptcy Counsel LAKELAND INDUSTRIES: Amends Bylaws to Add Exclusive Forum Article LANDAUER HEALTHCARE: Case Caption Changed to LMI Legacy Holdings LANDAUER HEALTHCARE: Expansion of Maillie's Scope of Services OK'd LANDAUER HEALTHCARE: Court Okays Allcare Medical Settlement LANGUAGE LINE: Moody's Affirms 'B2' Corporate Family Rating LANGUAGE LINE: S&P Raises CCR to 'B' on Refinancing MCC FUNDING: Files List of 10 Unsecured Creditors MCC FUNDING: Sec. 341 Meeting Adjourned to May 12 MEDICURE INC: Comments on Recent Trading Activity MOMENTIVE PERFORMANCE: S&P Withdraws 'D' Corp. Credit Rating MOMENTIVE PERFORMANCE: 2014 Incentive Plan Okayed in March MONEYGRAM INTERNATIONAL: S&P Revises Outlook & Affirms BB- ICR MONTANA ELECTRIC: Case Conversion Hearing Continued Sine Die MONTANA ELECTRIC: Hearing on Plan Outline Continued Until May 20 MONTANA ELECTRIC: Ch.11 Trustee's Bid to Value Security Vacated MOONLIGHT APARTMENTS: Has Final Nod to Use Cash Collateral MOONLIGHT APARTMENTS: First Capital's Plea to Modify Stay Okayed MSC HOLDINGS: Moody's Assigns B2 CFR & Rates $225MM Debt B3 MT. LAUREL LODGING: Says Bank Suit v. Owner Should Be Barred MT. LAUREL LODGING: Court Says Hilton Garden Worth $19,600,000 NAVISTAR INTERNATIONAL: Carl Icahn Stake at 17.6% as of April 15 NEWLEAD HOLDINGS: MGP Asks 700,000 Additional Settlement Shares NORTEL NETWORKS: Commissioner Okayed to Oversee Evidence-Taking NUMERICABLE GROUP: Junk Bond Offering Could Raise $11.6BB NUVILEX INC: Amends $27-Mil. Purchase Agreement with Lincoln Park OCEAN 4460: May 14 Hearing on Comerica's Motion to Value Claim ODYSSEY PICTURES: Former Auditor's PCAOB Certification Revoked OUTLAW RIDGE: Case Summary & 8 Unsecured Creditors QUEEN ELIZABETH: To Enter Into Mediation on Disputed Matters QUICKSILVER RESOURCES: Elects Scott Pinsonnault to Board RE-170 LLC: Creative Use of Chapter 11 May Result in Dismissal REAL ESTATE ASSOCIATES: Posts $7.9 Million Net Income in 2013 RESPONSE BIOMEDICAL: Gets 30-Day Extension From Bank SANUWAVE HEALTH: Has Secondary Offering of 56.7MM Common Shares SOLAR POWER: Incurs $32.2 Million Net Loss in 2013 SPANISH BROADCASTING: Reports $88.5 Million Net Loss in 2013 SPRINGLEAF FINANCE: Incurs $82.6 Million Net Loss in 2013 SPRINGMORE II: Court OKs Hiring of Smith & Company as Accountant SPRINGMORE II: Court Approves Joe Supple as Co-counsel TELEXFREE LLC: Proposed Kurtzman Carson Hiring Meets Objections TLC HEALTH: Lease Decision Deadline Extended Through July 14 TLC HEALTH: Plan Exclusivity Period Extended Until August 13 TLW PROPERTIES: Case Summary & 7 Largest Unsecured Creditors TRIAD GUARANTY: Still Seeks to Use Tax Losses for Reorganizing VENOCO INC: Warns That Buyout Debt Is Haunting It VERITEQ CORP: Incurs $15.1 Million Net Loss in 2013 VERTIS HOLDINGS: April 29 Hearing on Settlement of KEIP Claim VICTOR OOLITIC: Court Okays Sale of Assets to Indiana Commercial VICTOR OOLITIC: Files Schedules of Assets and Liabilities VICTOR OOLITIC: Has OK to Hire McDonald Hopkins as Bankr. Counsel VICTOR OOLITIC: Court OKs Quarton Partners as Investment Banker VICTOR OOLITIC: Morris Nichols Okayed as Bankruptcy Co-Counsel VICTOR OOLITIC: Has Nod to Hire Faegre Baker as Labor Counsel WARNER MUSIC: Launches Senior Notes Offering and Tender Offer WATCO COS: S&P Revises Outlook to Positive & Affirms 'B' CCR WEST AIRPORT PALMS: Michael D. Seese Okayed as Bankruptcy Counsel WEST TEXAS GUAR: Seeks Authority to Use Cash Collateral * High Court Declines to Decide Chapter 7 Lien-Stripping * Bankruptcy Courts Found to Be 'Courts of the U.S.' * Canceling a Debt Might Also Cancel the Mortgage * Fourth Circuit Requires Five-Year Chapter 13 Plan * Lender Must Return Repossessed Auto Immediately * Retail Value Governs Surrendered Property in Chapter 13 * June 2 Entry Deadline Set for TMA's Student Paper Competition ********* ARCHDIOCESE OF MILWAUKEE: Changes to Plan Outline Expected in May ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Wisconsin was to hold a telephone conference on April 22, 2014 to discuss a schedule for the hearing on the confirmation of the plan proposed by the Archdiocese of Milwaukee. Presiding Judge Susan V. Kelley, found that the notice on the hearing of the Debtor's Disclosure Statement was proper. The hearing was held on April 17, at about 10:00 a.m. to 4:00 p.m. As per the minutes of the DS hearing, a number of abuse survivors sent letters to the Court purporting to object to the Disclosure Statement, but the Court determined that the letters are actually objections to the Plan and thus, the correspondence from the survivors were not considered at that hearing. The Court, at the hearing, noted that if the Plan is patently unconfirmable, it doesn't intend to waste time on considering the Disclosure Statement. The Official Committee of Unsecured Creditors' Motion seeking a status conference on the Plan confirmation issues suggested that the Plan is unconfirmable because the Plan proposes to settle the Cemetery Trust Litigation despite a Court-approved stipulation giving sole settlement authority to the Committee. The Court disagreed with the Debtor that Judge Randa's decision and the Adelphia case are on point with the current situation. However, after considering the arguments of counsel, the Court concluded that it has the authority to vacate the Order granting settlement authority to the Committee, and therefore the Plan is not patently unconfirmable. On April 15, 2014, the Debtor filed a First Amended Disclosure Statement with red-line changes, deletions and insertions in response to the Committee's, certain insurers' and certain abuse survivors' objections to the Disclosure Statement. The Court went through the First Amended Disclosure Statement at the hearing and ruled on the proposed deletions, insertions and other modifications. The Court provided a copy of the First Amended Disclosure Statement containing the Court's comments to counsel. In addition, the Court requested three additions/clarifications to the Disclosure Statement: (1) an explanation of why the Archbishop invited abuse survivors to file claims and then the Debtor proceeded to object to every such claim; (2) an explanation of why the abuse survivor claims are not all placed in one class with the abuse survivors themselves determining how to allocate any monetary distribution; and (3) an explanation of why the Cemetery Trust loan is in the amount of $2,000,000, rather than a higher amount. The Court also considered specific objections filed by various insurance companies and directed the Debtor to make certain changes in response to those objections. OneBeacon Insurance Company and Stonewall Insurance Company are one of those insurers that objected to the Disclosure Statement, asserting that the plan outline mischaracterizes the Debtor's relationship with them. In a few instances, final language changes were not decided at the hearing, according to the hearing minutes. The Debtor, Committee and insurers will endeavor to draft these changes forthwith. The parties will share their proposed changes with each other by May 1, 2014. The Debtor is directed to provide the Court with a red-line copy of the proposed final Disclosure Statement indicating any language changes that the parties are unable to agree upon by May 9. The Court intends to rule on any disputed items without an additional hearing. The Court also said it will advise the parties of its rulings by May 15, 2014, so that the final version of the Disclosure Statement will be ready for approval on that date. The Debtor informed the Court that a change in the Plan may be necessary to accommodate a request by the Internal Revenue Service for more time to file an administrative claim. The Debtor does not believe that the IRS will have any such claim, but has agreed to provide additional time nevertheless. Appearances at the Disclosure Statement hearing by Daryl Diesing, Esq., Francis LoCoco, Esq. and Lindsey Greenawald, Esq. for the Debtor; Kenneth Brown, James Stang, and Albert Solocheck for the Official Committee of Unsecured Creditors; Jeff Anderson and Michael Finnegan for Certain Survivors/Creditors; Mark McKenna for Certain Abuse Survivors; Brigid Leahy and David Christian for Continental Casualty Company; William Factor and Mark Nelson for OneBeacon and Stonewall Insurance Companies; John Finerty for Federal Insurance Company; Catalina Sugayan, Marcos Cancio, and Jeff Kahane for London Market Insurers; Randall Crocker and Shay Agsten for U.S. Bank, N.A. as Trustee of the Priest Pension Trust and the Priest Pension Trust; U.S. Bank, N.A. as Trustee of the Lay Employee Pension Trust and the Lay Employee Pension Trust and the De Sales Preparatory Seminary, Inc.; Peter Blain and Patrick Hodan for Faith in Our Future Trust; Timothy Nixon for Archbishop Jerome E. Listecki as Trustee of the Milwaukee Archdiocese Cemetery Trust; Debra Schneider for the U.S. Trustee; and Joseph Fenzel for Park Bank. John Marek, chief financial officer of the Debtor, was also present at the hearing. About Archdiocese of Milwaukee The Diocese of Milwaukee was established on Nov. 28, 1843, and was elevated to an Archdiocese on Feb. 12, 1875, by Pope Pius IX. The region served by the Archdiocese consists of 4,758 square miles in southeast Wisconsin which includes counties Dodge, Fond du Lac, Kenosha, Milwaukee, Ozaukee, Racine, Sheboygan, Walworth, Washington and Waukesha. There are 657,519 registered Catholics in the Region. The Catholic Archdiocese of Milwaukee, in Wisconsin, filed for Chapter 11 bankruptcy protection (Bankr. E.D. Wis. Case No. 11-20059) on Jan. 4, 2011, to address claims over sexual abuse by priests on minors. The Archdiocese became at least the eighth Roman Catholic diocese in the U.S. to file for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. Daryl L. Diesing, Esq., at Whyte Hirschboeck Dudek S.C., in Milwaukee, Wisconsin, serves as the Archdiocese's counsel. The Official Committee of Unsecured Creditors in the bankruptcy case has retained Pachulski Stang Ziehl & Jones LLP as its counsel, and Howard, Solochek & Weber, S.C., as its local counsel. The Archdiocese estimated assets and debts of $10 million to $50 million in its Chapter 11 petition. AS SEEN ON TV: Infusion Brands Stake at 85.2% as of April 2 ----------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Infusion Brands International, Inc., and its affiliates disclosed that as of April 2, 2014, they beneficially owned 452,960,490 shares of common stock of As Seen On TV, Inc. ("Issuer"), representing 85.2 percent of the shares outstanding. On April 2, 2014, Infusion Brands entered into an Agreement and Plan of Merger with the Issuer, Infusion Brands, Inc., a wholly owned subsidiary of Infusion Brands International, and ASTV Merger Sub, Inc., a wholly owned subsidiary of the Issuer. All of the closing conditions included in the Merger Agreement were satisfied on April 2, 2014, and the Merger closed on April 2, 2014. Also on April 2, 2014, in accordance with the Merger Agreement and upon the filing of Articles of Merger pursuant to the requirements of the Nevada Revised Statutes, Merger Sub merged with and into Infusion, with Infusion continuing as the surviving corporation and becoming a direct wholly owned subsidiary of the Issuer. Pursuant to the terms of the Merger Agreement, the Issuer issued to Infusion Brands 452,960,490 shares of its Common Stock in exchange for all of the outstanding shares of Infusion common stock in consideration of the Merger. As a result, Infusion Brands became the majority shareholder of the Issuer, owning approximately 85.2 percent of the Issuer's outstanding Common Stock as of the date of the Merger and approximately 75 percent of the Issuer's outstanding Common Stock on a fully diluted basis. Pursuant to the Merger Agreement, Infusion Brands acquired the right to appoint five of the seven members of the Issuer's Board of Directors. On April 2, 2014, Infusion Brands appointed Dennis Healey, Ms. Mary Mather, and Messrs. Robert DeCecco, Shadron Stastney, and Allen Clary to the Issuer's Board in exercise of that right. On April 10, 2014, the Board of the Issuer appointed Mr. Robert DeCecco as Chairman and chief executive officer of the Issuer, Mr. Allen Clary as president of the Issuer, and Ms. Mather as secretary and treasurer of the Issuer. A copy of the regulatory filing is available for free at: http://is.gd/4EY69F About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. As Seen On TV disclosed net income of $3.69 million on $10.10 million of revenues for the year ended March 31, 2013, as compared with a net loss of $8.07 million on $8.16 million of revenues during the prior year. EisnerAmper LLP, in Edison, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2013, showed $6.51 million in total assets, $4.22 million in total liabilities and $2.29 million in total shareholders' equity. Bankruptcy Warning "We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code. These factors, among others, raise substantial doubt about our ability to continue as a going concern," the Company said in the Quarterly report. ASP HHI: S&P Affirms 'B+' CCR Following $115MM Term Loan Add-On --------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on ASP HHI Intermediate Holdings Inc. (HHI). The outlook remains stable. At the same time, S&P affirmed its 'B+' issue-level rating on ASP HHI Acquisition Co. Inc.'s term loan B due 2018 following a $115 million add-on; the term loan B was originally $620 million, with $565 million outstanding as of March 31, 2014. The '3' recovery rating remains unchanged, indicating S&P's expectation for meaningful recovery (50%-70%) in the event of a payment default. ASP HHI Acquisition Co. Inc. is the borrower of the term loan B, and HHI is the parent and guarantor. HHI will use the proceeds to fund a dividend to shareholders and pay related fees and expenses. The rating on HHI reflects S&P's "weak" business risk profile and "aggressive" financial risk profile assessments, based on S&P's criteria. S&P's business risk assessment incorporates the multiple industry risks automotive suppliers face, including volatile demand, high fixed costs, intense competition, and severe pricing pressures. S&P's financial risk profile assessment incorporates the somewhat reduced cushion in HHI's credit metrics, given its recent debt-financed dividend distributions. S&P assumes that the company's financial policies will remain aggressive following American Securities LLC's acquisition of the company in October 2012 through a recapitalization. The affirmations are based on the modest impact the incremental debt will have on credit protection measures and S&P's expectation for steady improvement in earnings over the next two years. "The stable outlook reflects our view that HHI can maintain positive FOCF generation in the year ahead, with leverage of about 4.0x or less," said Standard & Poor's credit analyst Nishit Madlani. S&P expects HHI's production in North America to improve roughly in line with its estimate for GDP growth over the next 12 months because of the rebounding U.S. housing market amid other slightly positive economic indicators. However, HHI's cash generation is very susceptible to future auto production, which S&P believes could be volatile. S&P also considers GM's ability to maintain its market share to be a key factor for HHI's performance. "We could lower the rating during the next 12 months if FOCF generation turns negative for consecutive quarters, or if debt to EBITDA, including our adjustments, trends toward 5.0x or higher. Given the reduced cushion in credit metrics compared with our original expectations for the rating, any further leveraging transaction during the next 12 months could likely increase downside risk. This could also occur if HHI's EBITDA margins fall by about 350 basis points (from our base case) on a low-double- digit revenue decline. A downgrade could also occur if it appears likely that future covenant tests could be breached if forecasted EBITDA were to decline by only 10%," S&P said. S&P considers an upgrade unlikely because HHI's financial policies will likely remain aggressive under its private equity owners and the company may pursue additional targeted acquisitions or, eventually, another distribution of capital instead of any meaningful debt reduction. AURORA DIAGNOSTICS: Incurs $73 Million Net Loss in 2013 ------------------------------------------------------- Aurora Diagnostics Holdings, LLC, filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $73.01 million on $248.16 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss of $160.85 million on $277.88 million of net revenue for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $328.88 million in total assets, $381.37 million in total liabilities and a $52.49 million total members' deficit. A copy of the Form 10-K is available for free at: http://is.gd/xvFFgH About Aurora Diagnostics Headquartered in Palm Beach Gardens, Florida, Aurora Diagnostics Holdings, LLC, through its subsidiaries, provides physician-based general anatomic and clinical pathology, dermatopathology, molecular diagnostic services and other esoteric testing services to physicians, hospitals, clinical laboratories and surgery centers. The company recognized approximately $260 million in revenue for the 12 months ended June 30, 2013. The company is majority owned by equity sponsors KRG Capital Partners and Summit Partners. As reported by the Troubled Company Reporter on Sept. 27, 2013, Moody's Investors Service downgraded Aurora's Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2- PD from B3-PD. Moody's also lowered the debt ratings of Aurora Diagnostics Holdings, LLC's and Aurora Diagnostics, LLC (collectively Aurora). Concurrently, Moody's downgraded Aurora's Speculative Grade Liquidity Rating to SGL-4 from SGL-3. The outlook for the ratings remains negative. The downgrade of the ratings reflects Moody's expectation that the company will see continued difficulty in mitigating a significant decline in revenue and EBITDA. This stems from a reduction in Medicare reimbursement due to a decrease in rates and sequestration, continued challenging volume growth trends and threats of additional reimbursement reductions. This will negatively impact the company's credit metrics, constrain Aurora's ability to repay debt and pressure the company's liquidity position. Moody's also has concerns about the sustainability of the company's capital structure given its significant debt load and related interest burden. As reported by the TCR on Oct. 21, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Aurora to 'CCC+' from 'B-'. "We downgraded the company because we believe 2014 Medicare payment rates, signaled by recent proposals from the Centers for Medicare & Medicaid Services, are likely to be more onerous than we previously expected," said Standard & Poor's credit analyst Gail Hessol. "In addition, we doubt Aurora's ability to stem erosion of its competitive position and we expect limited benefits from Aurora's cost reduction efforts. Therefore, we expect its EBITDA and discretionary cash flow to decline significantly in 2014, compared with 2013." BAY CLUB: May Continue Management Contract With Morrison Ekre ------------------------------------------------------------- Bankruptcy Judge Randall L. Dunn, in an amended order, granted Bay Club Partners-472, LLC's precautionary motion for authority to continue operating under management agreement with Morrison, Ekre, & Bart Management Services, Inc. The Court had entered an initial order granting the motion to which the U.S. Trustee has objected. The Debtor related that it has resolved all issues raised in connection with the initial order by entering into an amended management agreement. Although the Debtor believes that continued performance under the Management Agreement is an ordinary course transaction, the Debtor seeks confirmation that it can continue to perform under the Management Agreement. A copy of the management agreement is available for free at http://bankrupt.com/misc/BAYCLUB_managementagreement.pdf As reported in the Troubled Company Reporter on Jan. 31, 2014, Ava L. Schoen, Esq., at Tonkon Torp LLP, related that MEB was formed in 1998 and is currently the largest fee management company in Arizona. It manages over 90 apartment communities throughout Arizona and the Southwest. Its services include asset and facility management for large apartment communities as well as receivership services for multi-family and commercial real estate assets. The Debtor has no ownership interest in MEB, and MEB has no ownership interest in the Debtor. MEB is not a creditor in this bankruptcy case. Pursuant to the Management Agreement, MEB's services include, but are not limited to, collecting rents; paying operating expenses on Debtor's behalf; maintaining the Property, including hiring and supervising all labor and employees required for the operation and maintenance of the Property; and entering into new and renewal leases for units in the Property. Pursuant to the Management Agreement, the Debtor pays MEB (i) a fee, which is equal to 2.75% of gross revenues received each month for the Property and (ii) an administration fee of 2% of MEB's gross payroll to cover the cost of employers' liability insurance and other related administrative costs. To the extent MEB supervises a major capital project that costs over $5,000, MEB is entitled to a supervision fee of 4% of the costs of such project. MEB is not paid an additional commission for the leasing services it provides to the Debtor. About Bay Club Partners Bay Club Partners-472, LLC, was formed to renovate and operate the residential property at 2121 W. Main St., Mesa, Arizona, known as Midtown on Main Street. The property has 470 rental units and offers residents amenities including a fitness center, spa, clubhouse, three swimming pools, a covered play area, assigned parking, and 24-hour emergency maintenance services. As of the bankruptcy filing, the Debtor has leased 91% of the apartments. Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 14-30394) on Jan. 28, 2014. The Debtor estimated assets and debt of $10 million to $50 million as of the bankruptcy filing. The case has been assigned to Judge Randall L. Dunn. Attorneys at Tonkon Torp LLP serve as counsel to the Debtor. BIOMODA INC: Confirms Plan Based on New Equity Investment --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Biomoda Inc., the developer of a non-invasive method to detect lung cancer, won court approval of a Chapter 11 reorganization plan from the U.S. Bankruptcy Court in Albuquerque, New Mexico, thanks to a $750,000 equity investment. According to the report, secured lenders owed $1.5 million receive some of the new stock in exchange for their claims. Unsecured creditors are getting 10 percent of their $1.9 million in claims in cash. Twenty percent of the new stock is carved out for an employee incentive program. Creditors in the two affected classes voted unanimously in favor of the plan, the report said. When the plan goes into effect, Biomoda will become a private company, the report noted. About Biomoda Inc. Biomoda Inc., the developer of a non-invasive method to detect lung cancer, filed a petition for Chapter 11 reorganization (Bankr. D. N.M. Case No. 13-bk-13768) on Nov. 20, 2013, in its hometown of Albuquerque, New Mexico. Biomoda's product, called CyPath, is still in the testing stage and the company has yet to generate income. The petition listed assets of $653,000 and debt totaling $3.3 million, including a $1.5 million secured claim with liens on the assets and patents. Biomoda has an agreement for the lenders to assume ownership in exchange for debt. BMC BUILDERS: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor: BMC Builders, Inc. 3421 West Armitage Avenue Chicago, IL 60647 Case No.: 14-14818 Chapter 11 Petition Date: April 21, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Carol A. Doyle Debtor's Counsel: Joel A Schechter, Esq. LAW OFFICES OF JOEL SCHECHTER 53 W Jackson Blvd Ste 1522 Chicago, IL 60604 Tel: 312 332-0267 Fax: 312 939-4714 Email: joelschechter@covad.net Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Victor Hernandez, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-14818.pdf BOOZ ALLEN: Moody's Rates Proposed $2.2BB Sr. Secured Debt 'Ba3' ---------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to Booz Allen Hamilton Inc.'s proposed amended $2.2 billion senior secured credit facilities. Concurrently, Moody's affirmed Booz Allen's Ba3 Corporate Family Rating ("CFR"), Ba3-PD Probability of Default Rating and SGL-1 Speculative Grade Liquidity Rating. The ratings outlook is stable. Booz Allen is in the process of amending its senior secured credit facilities including increasing its net leverage financial maintenance covenant, extending its nearest bank debt maturities to May 2019 and increasing both the dollar amount of restricted payments (including dividends) that the company can make as well as, importantly, increasing the net leverage threshold at which it can make unlimited restricted payments and investments to 3.5x from 2.5x. In Moody's view, longer debt maturities and greater net leverage covenant headroom will improve the company's liquidity, but the proposed loosening of the restricted payments and investments- related covenants will increase risks to creditors. According to Moody's Analyst Gigi Adamo, "Expanding the company's ability to make future debt-financed acquisitions and/or dividends at a time of declining revenues and margin pressures in the defense services sector is a credit negative." Ratings could be pressured if the company's earnings performance falls below expectations, liquidity weakens and/or the company does a large debt-financed acquisition or dividend. The affirmation of Booz Allen's Ba3 CFR reflects the rating agency's expectation that while the company will likely continue to experience revenue declines similar to peers in the defense service sector, credit metrics are expected to remain within the Ba3 rating category. Credit metrics are expected to benefit from mandatory debt amortization payments and continued focus on cost control and efficiencies. The company's very good liquidity profile in the midst of continued defense budget pressures also underlies the ratings. Although the company has performed relatively well compared to certain peers, it is not expected to be immune to the revenue declines and margin pressures faced by competitors. Ratings assigned: Proposed amended $500 million senior secured first lien revolver due May 2019, Ba3 (LGD-3, 42%) Proposed amended $725 million ($675 million outstanding) senior secured first lien term loan A due May 2019, Ba3 (LGD-3, 42%) Proposed amended $1,025 million ($1,012 million outstanding) senior secured first lien term loan B due May 2019, Ba3 (LGD-3, 42%) Ratings affirmed: Corporate Family Rating, at Ba3 Probability of Default Rating, at Ba3-PD Outlook, Stable The assigned instrument ratings are based on a proposed transaction expected to amend certain provisions of the current bank credit agreement and extend debt maturities for Booz Allen. The ratings are subject to Moody's review of final terms and conditions. The ratings on the existing bank credit facilities remain unchanged and will be withdrawn upon closing of the proposed transaction. Ratings Rationale Booz Allen's Ba3 CFR incorporates continued uncertainty regarding the magnitude of potential U.S. government spending cuts over the next few years together with an aggressive financial policy characterized by shareholder-friendly related activities and a willingness to increase financial leverage to fund those activities. The company's credit metrics including debt/EBITDA of 3.6x (based on Moody' standard adjustments) based on the last twelve months ended December 31, 2013, position the company well within the Ba3 rating level. The rating also reflects the high likelihood that the company would not be averse to using any remaining excess cash flow and increasing total debt to make acquisitions, declare additional dividends and repurchase shares. The risk of future aggressive financial policies as the company continues to be majority owned by the private equity firm, The Carlyle Group, will likely constrain the ratings over the long term. The Ba3 rating continues to be supported by Booz Allen's well- established business position, relatively consistent funded backlog levels and anticipated continued positive cash flow generation. The competitive advantages derived from its diverse government contract base and long-term relationships with U.S. government departments are also supportive of the ratings. These positive rating factors are weighed against Moody's expectation regarding likely tighter controls over access to highly classified work for defense contractors and increased competition. Costs associated with added scrutiny of defense contractor hiring and tighter surveillance practices over outsourced work could reduce the profit potential for defense sector earnings already pressured by defense spending cuts. Increased competition in a lower funding environment, a higher level of contract protest activity among competitors and the government's increased emphasis on procuring service based on lowest cost, technically acceptable ("LPTA") work have also been negatively affecting earnings of defense services contractors and are factored in the ratings. Booz Allen's SGL-1 rating reflects a very good liquidity profile characterized by the expectation of continued relatively consistent annual free cash flow generation, cash balances expected to be maintained well above $100 million, a multi-year largely undrawn $500 million revolving credit facility and the expectation that the company will stay well within compliance with its financial maintenance covenants over the next twelve months. The proposed transaction would extend the company's debt maturity profile and provide additional headroom under covenants. The stable outlook is supported by the expectation that the company will maintain a very good liquidity profile. In addition, the Ba3 rating level should be able to tolerate a degree of earnings and cash flow variability. The ratings and/or outlook could be pressured if there were to be a meaningful deterioration in Booz Allen's operating performance or a weakening of the company's liquidity profile. In addition, a sizable debt-financed acquisition or dividend could also exert downward pressure on the ratings. Specifically, the ratings could be negatively impacted if debt/EBITDA increases beyond 4.5 times or EBIT coverage of interest falls below 3.0 times. Ongoing defense budget pressures, the company's aggressive financial strategy and negative attention that has been drawn to intelligence-related government contractors constrain the ratings over the intermediate term. However, an improvement in debt/EBITDA to below 3.0 times and a more moderate financial policy combined with the maintenance of a very good liquidity profile could lead to an upgrade in the future. The principal methodology used in this rating was Global Aerospace and Defense published in June 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. Booz Allen Hamilton ("Booz Allen") is a provider of management and technology consulting services to the U.S. government in the defense, intelligence and civil markets. Booz Allen is headquartered in McLean, Virginia, and reported revenues of approximately $5.6 billion for the last twelve months ended December 31, 2013. CAESARS ENTERTAINMENT: Unit Reports $2.9 Billion Loss in 2013 ------------------------------------------------------------- Caesars Entertainment Operating Company, Inc., reported a net loss of $2.98 billion on $6.31 billion of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.70 billion on $6.53 billion of net revenues in 2012. As of Dec. 31, 2013, the Company had $16 billion in total assets, $21.67 billion in total liabilities and a $5.67 billion total stockholders' deficit. A copy of the Form 8-K report is available for free at: http://is.gd/bJd8D3 About Caesars Entertainment Las Vegas-based Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Harrah's announced its re- branding to Caesar's in mid-November 2010. Caesars Resorts Properties, LLC is a subsidiary of Caesars Entertainment Corporation that owns 6 casinos properties and Project Linq. Caesars Entertainment Operating Company is a subsidiary of CEC and sister subsidiary to CERP. As of Dec. 31, 2013, the Company had $24.68 billion in total assets, $26.59 billion in total liabilities and a $1.90 billion total deficit. * * * In April 2014, Standard & Poor's Ratings Services lowered its corporate credit ratings on Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. S&P expects Caesars to use substantial cash to meet interest expense, capital expenditures, and debt maturities over the next year and forecast that the company will burn more than $1.2 billion in cash in 2014 to meet approximately $3 billion in fixed charges. S&P do not expect that Caesars will have sufficient liquidity in 2015 to meet its estimate of fixed charges, absent additional asset sales or access to the capital markets. S&P estimates fixed charges, including interest, capital expenditures, and debt maturities, will approximate $3.5 billion in 2015. In March 2014, Moody's downgraded CEOC's Corporate Family rating to Caa3 and Probability of Default rating to PD-Caa3; and affirmed CERP's B3 CFR and B3-PD, first lien term loan at B2, and second lien notes at Caa2. The downgrade reflects Moody's concern that the loss of EBITDA from the proposed sale of four casinos to Caesars Growth Partners Holdings ("CGPH") will cause CEOC's already high leverage to increase as well as reduce bondholders' recovery prospects. Despite the approximate $1.8 billion of cash that will be received by CEOC and may be used to repay a small amount of debt and fund operating losses for a period of time, in Moody's opinion, the proposed sale significantly heightens CEOC's probability of default along with the probability that the company will pursue a distressed exchange or a bankruptcy filing. CGPH is a wholly owned indirect subsidiary of Caesars Growth Partners, LLC ("CGP"). CGP is owned and controlled by Caesars Acquisition Company which is owned by CEC and affiliates of private equity firms Apollo and TGP. CAESARS ENTERTAINMENT: Prices Offering of $675MM Senior Notes ------------------------------------------------------------- Caesars Growth Partners, LLC, announced that Caesars Growth Properties Holdings, LLC and Caesars Growth Properties Finance, Inc., priced an offering of $675 million aggregate principal amount of the their 9.375 percent second-priority senior secured notes due 2022 at an issue price of 100 percent, plus accrued interest, if any, from April 17, 2014. The Issuers are subsidiaries of Caesars Growth Partners, which is a joint venture between Caesars Acquisition Company and Caesars Entertainment Corporation. None of Caesars Growth Partners, Caesars Entertainment Corporation or Caesars Entertainment Operating Company, Inc., will guarantee the Notes. The closing of the offering is subject to a number of conditions, including receipt of all regulatory approvals. The Issuers intend to use the net proceeds from the offering of the Notes, together with borrowings under new senior secured credit facilities and cash contributed to them by Caesars Growth Partners, to complete the previously announced acquisition of the subsidiaries of CEOC that own the assets comprising The Cromwell (f/k/a Bill's Gamblin' Hall & Saloon), The Quad Resort & Casino, Bally's Las Vegas and Harrah's New Orleans, and related transactions, including the repayment in full of all amounts then outstanding under the senior secured term loan of PHWLV, LLC. About Caesars Entertainment Las Vegas-based Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Harrah's announced its re- branding to Caesar's in mid-November 2010. Caesars Resorts Properties, LLC is a subsidiary of Caesars Entertainment Corporation that owns 6 casinos properties and Project Linq. Caesars Entertainment Operating Company is a subsidiary of CEC and sister subsidiary to CERP. As of Dec. 31, 2013, the Company had $24.68 billion in total assets, $26.59 billion in total liabilities and a $1.90 billion total deficit. * * * In April 2014, Standard & Poor's Ratings Services lowered its corporate credit ratings on Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. S&P expects Caesars to use substantial cash to meet interest expense, capital expenditures, and debt maturities over the next year and forecast that the company will burn more than $1.2 billion in cash in 2014 to meet approximately $3 billion in fixed charges. S&P do not expect that Caesars will have sufficient liquidity in 2015 to meet its estimate of fixed charges, absent additional asset sales or access to the capital markets. S&P estimates fixed charges, including interest, capital expenditures, and debt maturities, will approximate $3.5 billion in 2015. In March 2014, Moody's downgraded CEOC's Corporate Family rating to Caa3 and Probability of Default rating to PD-Caa3; and affirmed CERP's B3 CFR and B3-PD, first lien term loan at B2, and second lien notes at Caa2. The downgrade reflects Moody's concern that the loss of EBITDA from the proposed sale of four casinos to Caesars Growth Partners Holdings ("CGPH") will cause CEOC's already high leverage to increase as well as reduce bondholders' recovery prospects. Despite the approximate $1.8 billion of cash that will be received by CEOC and may be used to repay a small amount of debt and fund operating losses for a period of time, in Moody's opinion, the proposed sale significantly heightens CEOC's probability of default along with the probability that the company will pursue a distressed exchange or a bankruptcy filing. CGPH is a wholly owned indirect subsidiary of Caesars Growth Partners, LLC ("CGP"). CGP is owned and controlled by Caesars Acquisition Company which is owned by CEC and affiliates of private equity firms Apollo and TGP. CAESARS ENTERTAINMENT: JV Arranges Debt for $2-Bil. Purchase ------------------------------------------------------------ Caesars Acquisition Company announced that Caesars Growth Properties Holdings, LLC, a joint venture between CAC and Caesars Entertainment Corporation launched the syndication of $1,325 million of new senior secured credit facilities, consisting of a $1,175 million term loan facility and a $150 million revolving credit facility. The proceeds of the Senior Facilities will be used, among other things, to finance the previously announced acquisition by Caesars Growth Partners, LLC, the indirect parent of the Borrower, of Bally's Las Vegas, The Cromwell, The Quad and Harrah's New Orleans from Caesars Entertainment Operating Company, Inc., a subsidiary of Caesars Entertainment, and its subsidiaries for an aggregate purchase price of US$2 billion, less assumed debt. On March 1, 2014, Caesars Entertainment entered into a Transaction Agreement by and among CEC, CEOC, Caesars License Company, LLC, Harrah's New Orleans Management Company, Corner Investment Company, LLC, 3535 LV Corp., Parball Corporation, JCC Holding Company II, LLC, CAC and Caesars Growth Partners. The Transaction Agreement was fully negotiated by and between a Special Committee of CEC's Board of Directors and a Special Committee of CAC's Board of Directors, each comprised solely of independent directors, and was recommended by both committees and approved by the Boards of Directors of CEC and CAC. The CEC Special Committee and the CAC Special Committee each was advised by its own legal and financial advisors. The CEC Special Committee, the CAC Special Committee and the Boards of Directors of CEC and CAC each received fairness opinions from firms with experience in valuation matters, which stated that, based upon and subject to the assumptions made, matters considered and limits of that review, in each case as set forth in the opinions, the Purchase Price was fair from a financial point of view to CEC and Caesars Growth Partners, respectively. Noteholders Claim Proposed Transfer Voidable On March 21, 2014, CEC, CEOC, Caesars Entertainment Resort Properties, LLC, CAC and Caesars Growth Partners received a letter from a law firm acting on behalf of unnamed clients who claim to hold Second-Priority Secured Notes of CEOC, alleging, among other things, that CEOC is insolvent and that CEOC's owners improperly transferred or seek to transfer valuable assets of CEOC to affiliated entities in connection with: (a) the transaction agreement dated Oct. 21, 2013, by and among CEC, certain subsidiaries of CEC and CEOC, Caesars Acquisition Company and Caesars Growth Partners, which, among other things, provide for the asset transfers from subsidiaries of CEOC to Caesars Growth Partners of the Planet Hollywood casino and interests in Horseshoe Baltimore that was consummated in 2013; (b) the transfer by CEOC to CERP of Octavius Tower and Project Linq that was consummated in 2013 ((a) and (b) collectively, the "2013 Transactions"); and (c) the contemplated transfers by CEOC to Caesars Growth Partners of The Cromwell, The Quad, Bally's Las Vegas and Harrah's New Orleans. The Letter does not identity the holders or specify the amount of Second-Priority Secured Notes or other securities that they may hold. The Letter includes allegations that these transactions constitute or will constitute voidable fraudulent transfers and represent breaches of alleged fiduciary duties owed to CEOC creditors and that certain disclosures concerning the transactions were inadequate. The Letter demands, among other things, that the transactions be rescinded or terminated, as would be applicable. CEC strongly believes there is no merit to the Letter's allegations and will defend itself vigorously and seek appropriate relief should any action be brought. "If a court were to order rescission of the 2013 Transactions or enjoin consummation of the Contemplated Transaction that could cause CEOC, CERP and Planet Hollywood to default under existing debt agreements, and there can be no assurance that CEOC's, CERP's or Planet Hollywood's assets would be sufficient to repay the applicable debt," the Company said in a Form 8-K filed with the SEC. "In addition, if the Contemplated Transaction were consummated and a court were to find that those transfers were improper, that could trigger a default under the debt that Caesars Growth Partners is contemplating raising to finance such transfers. These consequences could have a material adverse effect on CEC's business, financial condition, results of operations and prospects." A copy of the Form 8-K filing is availabe for free at: http://is.gd/WYAXa6 About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CALPINE CORP: Fitch Ratings Unaffected by Asset Sale ---------------------------------------------------- On April 18, 2014, Calpine Corporation announced the sale of six power plants with 3,498 MWs of capacity to LS Power for $1.57 billion in cash. Use of net operating losses minimizes the cash impact from the sale, netting $1.53 billion in cash proceeds for Calpine. Management's public comments indicate a balanced allocation of these proceeds across debt pay down, reinvestment opportunities and share repurchases. Calpine's Issuer Default Rating (IDR) of 'B+' and Stable Rating Outlook is currently unaffected by the transaction. Fitch Ratings expects the debt pay down to be commensurate with the loss of EBITDA from the plants being sold, management's stated leverage targets and higher business risk at the margin with relatively less contracted portfolio after the sale. There are no debt maturities until 2019. The sale is in line with management's stated strategy of monetizing its Southeast portfolio either through long-term contracts or outright sale. The transaction price implies $450/kw or 15.7x EV/EBITDA, which is significantly higher than Fitch's expectation of the value for these plants. The assets being sold are located in Oklahoma, Louisiana, Alabama, Florida and South Carolina and are outside what Calpine perceives to be its core regions (i.e. Texas, West primarily California and East primarily the Mid-Atlantic). Calpine will continue to own four natural gas power plants in the Southeast with 1,738 MWs of generating capacity. One of the generating plants, Osprey Energy Center, is part of its subsidiary, Calpine Construction Finance Company, L.P. (IDR: 'B+'). The company will continue to pursue monetization opportunities for these assets (either through contract or sale). CASH STORE: S&P Lowers Rating to 'D' Following CCAA Petition ------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its issuer credit and issue-level ratings on Edmonton, Alta.-based The Cash Store Financial Services Inc. (CSF) to 'D' from 'CC'. The '4' recovery rating on the senior secured notes, which indicates S&P's expectation for average (30%-50%) recovery of principal if a default occurs, is unchanged. "The downgrade is in accordance with our criteria ("Understanding Standard & Poor's Rating Definitions" June 3, 2009) and follows CSF's announcement that the Ontario Superior Court of Justice has granted the company creditor protection under the Companies' Creditors Arrangement Act," said Standard & Poor's credit analyst Michael Leizerovich. CSF announced that its request for court approval of debtor-in-possession financing was to be considered at an April 15 hearing. The company's inability to offer a line of credit product in Ontario due to the Registrar of the Ministry of Consumer Services' refusal to issue a license has contributed to lower cash flow and resulted in CSF's recent liquidity constraints. CSF operates approximately one-third of its total stores in Ontario, and its line of credit product represented a significant portion of its earnings in the province. COLDWATER CREEK: Taps Alvarez & Marsal as Financial Advisor ----------------------------------------------------------- Coldwater Creek Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Alvarez & Marsal North America, LLC, as financial advisor to, among other things, assist the Debtors in the preparation of financial-related disclosures required by the Court and assist the Debtors with information and analyses required pursuant to the debtor in possession financing. A&M will be paid at their customary hourly billing rates: Managing Directors $725?$925 Directors $525?$725 Analysts/Associates $325?$525 In addition, A&M will seek reimbursement for the reasonable out- of-pocket expenses that A&M professionals incur in connection with the assignment. A&M received a general retainer of $150,000 in connection with preparing for and conducting the filing of the Chapter 11 cases. In the 90 days prior to the Petition Date, A&M received retainers and payments totaling $1,300,000 in the aggregate for services performed for the Debtors. Scott Brubaker, a managing director of A&M, 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. A hearing on the employment application is scheduled for May 6, 2014, at 9:30 a.m. (ET). Objections are due April 29. 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: Hires Perella Weinberg as Investment Banker ------------------------------------------------------------ Coldwater Creek Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Perella Weinberg Partners LP as investment banker to, among other things, provide financial advice to the Debtors in structuring and effecting a financing, identifying potential investors and, at the Debtors' request, contacting and soliciting those investors. As consideration for the services to be provided, the Debtors will pay PWP a monthly financial advisory fee of $100,000; plus a fee of $1,000,000 payable at the closing of the debtor in possession financing upon obtaining final approval by the Court; plus a fee of $1,000,000 payable promptly upon confirmation of the Plan by the Court; plus a sale transaction fee to be determined at the Debtors' sole discretion based on the value achieved from the sale of intellectual property assets of the Debtors. In addition to the fees, the Debtors will reimburse PWP for all reasonable documented out-of-pocket expenses incurred during the course of the engagement. Andrew Bednar, a partner with Perella Weinberg Partners LP, in New York, 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. A hearing to consider approval of the employment application is scheduled for May 6, 2014, at 9:30 a.m. Objections are due April 29. 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: Employs Prime Clerk as Administrative Advisor -------------------------------------------------------------- Coldwater Creek Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Prime Clerk LLC as administrative advisor. Prime Clerk's solicitation, balloting and tabulation rates are: $235 for director of solicitation and $210 for solicitation analyst. Prime Clerk will also be reimbursed for any necessary 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, the Debtors provided Prime Clerk a retainer in the amount of $15,000. A hearing to consider approval of the employment application is scheduled for May 6, 2014, at 9:30 a.m. (ET). Objections are due April 29. 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 FIRST: Treasury Closes Sale of 17,806 Preferred Stock --------------------------------------------------------------- The United States Department of the Treasury closed on the sale of 17,806 shares of the Fixed Rate Cumulative Perpetual Preferred Stock, Series A, and 890 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series B that it owned in Community First, Inc., which shares it had acquired pursuant to the terms of a Securities Purchase Agreement-Standard Terms that the Treasury and the Company entered into on Feb. 27, 2009, pursuant to the Treasury's Capital Purchase Program established under the Emergency Economic Stabilization Act of 2008, as amended by the American Recovery and Reinvestment Act of 2009. The Treasury sold its shares in a modified Dutch auction. The clearing price for the Series A Preferred Stock was $300.50 per share and the clearing price for the Series B Preferred Stock was $521.75 per share. Certain of the directors and executive officers of the Company acquired 7,004 of the shares of the Series A Preferred Stock in connection with the auction. The Company received none of the proceeds from the sale of the Series A Preferred Stock and Series B Preferred Stock by the Treasury. Because the Company has not paid dividends on the Series A Preferred Stock and Series B Preferred Stock for more than six quarters, the holders of the Series A Preferred Stock and Series B Preferred Stock, voting together as a single class, have the right to elect two directors to the Company's Board of Directors until the Company has paid all those dividends that it has failed to pay. Holders of the Company's common stock will not have a right to vote on the election of any directors elected by the holders of the Series A Preferred Stock and Series B Preferred Stock. About Community First Columbia, Tenn.-based Community First, Inc., is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and became so upon the acquisition of all the voting shares of Community First Bank & Trust on Aug. 30, 2002. The Bank conducts substantially all of its banking activities in Maury, Williamson and Hickman Counties, in Tennessee. As of Dec. 31, 2013, the Company had $448.44 million in total assets, $439.82 million in total liabilities and $8.61 million in total shareholders' equity. Written Agreement On March 14, 2013, the Bank entered into a written agreement with the Tennessee Department of Financial Institutions, the terms of which are substantially the same as those of the Consent Order, including as to required minimum levels of capital the Bank must maintain. The Bank's Tier 1 capital to Average Assets as of December 31, 2013 was below those that the Bank agreed to achieve under the terms of the Consent Order. Based on December 31, 2013 levels of average assets and risk-weighted assets, the required amount of additional Tier 1 capital necessary for the Bank to meet the requirements of the Consent Order was approximately $386. As a result of entering into the Consent Order, the Bank is subject to additional limitations on its operations including accepting, rolling over, or renewing brokered deposits, which could adversely affect the Bank's liquidity and/or operating results. By virtue of entering into the Consent Order, the Bank is also limited from paying deposit rates above national rate caps published weekly by the FDIC, unless the Bank is determined to be operating in a high- rate market area. On December 1, 2011, the Bank received notification from the FDIC that it is operating in a high-rate environment, which allows the Bank to pay rates higher than the national rate caps, but continues to limit the Bank to rates that do not exceed the prevailing rate in the Bank's market by more than 75 basis points. The Bank is also limited, as a result of its condition, in its ability to pay severance payments to its employees and must receive the consent of the FDIC and the Department to appoint new officers or directors. "As of December 31, 2013, we believe that the Bank is in compliance with all provisions of the Consent Order that were required to be completed by December 31, 2013, with the exception of attaining the Tier I capital to average assets ratio required by the Consent Order. In accordance with the terms of the Consent Order, management has submitted a capital plan with the objective of attaining the capital ratios required by the Consent Order. The FDIC has accepted the capital plan. In addition to the capital plan, all other plans required by the Consent Order have been prepared and submitted to the FDIC and have been accepted by the FDIC," the Company said in the annual report for the year ended Dec. 31, 2013. CONSOLIDATED CAPITAL: Cancels Registration of Units --------------------------------------------------- Consolidated Capital Institutional Properties/2, LP, filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of its units of limited partnership Interest. As of March 25, 2013, there were no holder of record of the security. About Consolidated Capital Greenville, South Carolina-based Consolidated Capital Institutional Properties/2, LP's investment property consists of one apartment complex in Wood Ridge, Illinois. The general partner of the Partnership is ConCap Equities, Inc. The Company's balance sheet at Sept. 30, 2013, showed $8.68 million in total assets, $11.61 million in total liabilities and a $2.92 million total partners' deficit. CORPORATE CAPITAL: Fitch Assigns 'BB+' LT Issuer Default Rating --------------------------------------------------------------- Fitch Ratings has published Corporate Capital Trust's (CCT) long- term Issuer Default Rating (IDR) and secured debt ratings of 'BB+'. The Rating Outlook is Stable. Key Rating Drivers The ratings reflect the strength of CCT's relationship with CNL Fund Advisors Company (CNL) and KKR Asset Management LLC (KAM), low leverage, relatively low portfolio concentrations, limited exposure to equity investments, strong asset quality and adequate dividend coverage. CNL has demonstrated its ability to raise and administer capital in the retail market over a long period of time, while KAM has a strong and established track record underwriting credit and has strong access to deal flow, given its affiliation with KKR & Co. L.P. (KKR). Rating constraints include a limited operating history as a business development company (BDC), weaker-than-peer earnings yields, a fully secured funding profile, exposure to short- duration funding, and the potential that CCT will be unable to access the equity markets for capital following the expiration of issuing authority, likely in 2015, barring an accelerated liquidity event. Leverage, as measured by debt to equity, amounted to 0.28 times (x) at March 31, 2014, which is below the rated peer group average of 0.48x. Fitch believes there is tolerance for higher leverage levels over the longer term, given CCT's focus on the senior part of the capital structure. At March 31, 2014, first and second lien senior debt accounted for 77.5% of the investment portfolio, which compares to a rated peer average of 56.9% at Dec. 31, 2013. Exposure to equity investments, which can experience meaningful valuation volatility, was a very low 4% at 1Q14, which compares to a rated peer average of 19.8% at year-end 2013. The investment portfolio was relatively more diverse than peers, with the top 10 investments accounting for 28.8% of assets and 41.9% of equity at March 31, 2014. Still, Fitch expects portfolio concentrations to increase modestly over time, as CCT transitions the portfolio away from broadly syndicated credit into directly originated transactions. That said, CCT is likely to maintain a greater exposure to liquid credit than the peer group, as the firm co-invests alongside other KKR credit vehicles, which would include CLOs in addition to less liquid direct senior lending and mezzanine funds. CCT's operating history is relatively short, having only recently completed three full years of investment operations. Net investment income has been on an upward trajectory given 519% growth in the investment portfolio in 2012 followed by 189% growth in 2013. Net investment income more than tripled in 2013, adjusting for expense reimbursements and the non-cash accrual of incentive income for GAAP. However, the net investment income yield on the portfolio was 4.2% as of year-end 2013, which is nearly 200 bps below the peer average, given the lower revenue yield. CCT is expected to close that gap over time, with a greater focus on more illiquid credits. CCT's funding profile is fully secured, consisting of two special purpose vehicles (SPVs), a total return swap (TRS) and a corporate revolver. Borrowing capacity is nearly $1.36 billion, and $436 million was outstanding at March 31, 2014. CCT's current debt maturity profile is relatively short, with $387.4 million of outstanding borrowings maturing within 364 days at 1Q14. Fitch expects CCT will look to extend its debt maturity profile over time with term debt issuance. CCT's liquidity profile is considered sound with $86 million of balance sheet cash, $149.9 million of short-term liquid investments, and $517.6 million of availability on various secured funding facilities, subject to borrowing base requirements, at Dec. 31, 2013. Additionally, cash flows from investment repayments and exits were significant in 2013, amounting to $925.1 million, and a meaningful portion of the portfolio was considered liquid, with about 55% of the portfolio considered level 2 for valuation purposes. Dividend coverage, which adjusts for non-cash incentive payment accruals and realized gains, was sound, amounting to 97.4% in 2013. Coverage would have been even stronger if adjustments were made for participation in the dividend reinvestment program (DRIP), but Fitch believes DRIP participation tends to decline over time. The Stable Outlook reflects Fitch's expectations for continued operating consistency, improved earnings yields, given the gradual shift into less-liquid direct originations, and the maintenance of good asset quality, modest leverage, and strong dividend coverage. However, Fitch sees a number of emerging industry challenges that could pressure ratings, or at least increase rating differentiation amongst BDCs over a longer-term horizon. These challenges include a potential increase in regulatory leverage limits and increased competition, which are yielding tighter market spreads and looser underwriting terms, including higher underlying portfolio company leverage and weaker covenant packages. Should competition continue to intensify, market yields could decline further, which would reduce earnings generation and pressure dividend coverage for the space. Rating Sensitivities Positive rating momentum for CCT could develop over time with increased funding flexibility, including an extension of the debt maturity profile, access to the public unsecured debt markets, and the ability to issue public equity for growth capital. Other positive rating factors would include an improvement in net investment income yields, a continuation of solid asset quality performance, particularly given the competitive market environment, and stronger cash earnings dividend coverage. Conversely, negative rating actions would be driven by an extended increase in leverage above the targeted range of approximately 0.67x (asset coverage of 250%), resulting from increased borrowings or material realized or unrealized depreciation, and/or a meaningful increase in the proportion of equity holdings without a commensurate decline in leverage. A spike in non-accrual levels, an inability to refinance near-term debt maturities, and weaker cash income dividend coverage would also be viewed unfavorably from a ratings perspective. CCT is an externally managed business development company, organized in June 2010 and commencing investment operations in July 2011. As of Dec. 31, 2013, the company had investments in 97 portfolio companies amounting to approximately $1.9 billion. Fitch has published the following ratings with a Stable Outlook: Corporate Capital Trust -- Long-term Issuer Default Rating BB+'; -- Secured Debt Rating 'BB+'. EAU TECHNOLOGIES: Incurs $1.9 Million Net Loss in 2013 ------------------------------------------------------ EAU Technologies, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.96 million on $1.98 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $2.03 million on $471,209 of total revenues during the prior year. As of Dec. 31, 2013, the Company had $871,583 in total assets, $8.68 million in total liabilities and a $7.80 million total stockholders' deficit. HJ & Associates, LLC, in Salt Lake City, Utah, 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 working capital deficit, a deficit in stockholders' equity and has sustained recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/XAArkV About EAU Technologies Kennesaw, Ga.-base EAU Technologies, Inc., is in the business of developing, manufacturing and marketing equipment that uses water electrolysis to create non-toxic cleaning and disinfecting fluids for food safety applications as well as dairy drinking water. ELECTRICAL COMPONENTS: Moody's Assigns B2 CFR; Outlook Stable ------------------------------------------------------------- Moody's Investors Service assigned Electrical Components International, Inc. (ECI) a B2 Corporate Family Rating and B3-PD Probability of Default Rating. At the same time, Moody's assigned a B1 rating to the company's proposed senior secured credit facilities consisting of a $260 million 7-year term loan B and a $50 million 5-year revolving credit facility. The rating outlook is stable. Proceeds from the new term loan B will be used to partially finance the purchase of ECI by KPS Capital Partners, LP. The following ratings were assigned (subject to final documentation): Corporate Family Rating at B2; Probability of Default Rating at B3-PD; $50 million senior secured revolving credit facility maturing 2019 at B1 (LGD2, 28%); and $260 million senior secured term loan B due 2021 at B1 (LGD2, 28%). The rating outlook is stable Ratings Rationale ECI's B2 Corporate Family Rating reflects its relatively small size and elevated leverage pro-forma for the company's newly proposed capital structure. The rating also considers the company's potential for cyclicality and very high customer concentration within the North American and European white goods appliance sectors, highlighted by three customers accounting for roughly 60% of sales. However, the concentrated nature of the company's customer base is largely a function of the mature and consolidated nature of the US and European appliance industries. The rating benefits from the company's leading market position as a wire harness manufacturer in North America and Europe as well as its low-cost manufacturing capabilities, which Moody's views as a key competitive advantage. The rating incorporates Moody's expectation that ECI will generate positive free cash flow that will be used for deleveraging during the next few years. In addition to positive free cash flow, ECI's good liquidity is supported by a $50 million revolving credit facility and the presence of a supply chain receivables factoring program. The company is expected to have limited draws on its revolver, but utilization is unlikely to exceed 20% of the total facility amount. The stable outlook reflects Moody's expectation that ECI will grow its top-line in the low-to-mid single digit range and gradually deleverage via both EBITDA growth and debt repayment during the next 12 to 18 months. It further assumes the company will maintain a good liquidity profile and generate positive free cash flow. The ratings could be upgraded if ECI is able to deleverage such that Moody's adjusted debt-to-EBITDA is sustained around 4.0 times and interest coverage approaches 3.0 times. Also, the company will have to maintain at least a good liquidity profile prior to an upgrade. Alternatively, the ratings could be downgraded if ECI's liquidity weakens and revolver drawings increase beyond Moody's expectation of 20% of revolver capacity. In addition, if Moody's adjusted debt-to-EBITDA climbs above 5.5 times and interest coverage falls below 2.0 times the ratings could be downgraded. The principal methodology used in this rating was the Global Manufacturing Industry Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Electrical Components International (ECI), headquartered in St. Louis, Missouri, is a leading manufacturer of wire harnesses and providers of value-added assembly services to companies primarily located in North America and Europe. The company also generates sales in South America and Asia. ECI operates in two core segments; appliances and specialty/industrials. ECI is believed to be the leading wire harness supplier for appliance companies in both North America and Europe. ECI also produces harnesses through its specialty/industrial segment serving a number of industries including automotive, HVAC, construction, and agricultural equipment among others. ECI is in the process of being acquired by private equity firm KPS Capital Partners, LP. Sales for the twelve month period - pro forma for the Incaelec acquisition - ended December 31, 2013 were approximately $650 million. ELECTRICAL COMPONENTS: S&P Assigns 'B+' CCR; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit ratings to Electrical Components International Inc. (ECI) and its parent company ECI Holdco. Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue rating to ECI's proposed $310 million senior secured credit facilities. The recovery rating is '3', indicating S&P's expectation for meaningful recovery (50%-70%) in a payment default scenario. The credit facilities include a $50 million revolver, which will be undrawn at closing, and a $260 million term loan. The company will use the loan proceeds from the new bank debt along with equity contributions from the new sponsor to fund the acquisition. ECI is the borrower of the credit facilities and ECI Holdco is the guarantor. "The rating reflects our assessment of ECI's business risk profile as 'weak' and its financial risk profile as 'aggressive'," said Standard & Poor's credit analyst John Sico. The company has the leading position (No. 1) for most of its wire harness products used primarily in the core appliance industry and expanding specialty applications. About 80% of sales are in the appliance segment, which has a steady replacement characteristic. Sales are predominantly in North America (about 80%), followed by Europe and South America, where the company's strategy is to continue expanding. "The stable outlook reflects our expectation that generally steady trends in appliance markets will support gradual top-line growth and stable margins at ECI," said Mr. Sico. "This should enable the company to maintain leverage at about 4x-5x debt to EBITDA, a level appropriate for the "aggressive" financial risk profile." S&P could lower the rating if a downturn in the consumer appliance segment occurs and causes revenues to contract and margins to deteriorate several percentage points, resulting in leverage increasing to and remaining higher than 5x. S&P could also lower the rating if it believes deteriorating operating performance will likely result in "less-than-adequate" liquidity. Although less likely in the near term, S&P could raise the rating if the company achieves EBITDA margins in the low-double-digits range and if the financial sponsor maintains a disciplined financial policy, resulting in leverage declining to and remaining below 4x. ENDEAVOUR INTERNATIONAL: Files Copy of Investor Presentation ------------------------------------------------------------ Endeavour International Corporation filed with the U.S. Securities and Exchange Commission a copy of the Company's investor presentation given at the Howard Weil's 42nd Annual Energy Conference on March 27, 2014. A copy of the presentation is available for free at http://is.gd/HVfV2x About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. For the year ended Dec. 31, 2012, the Company incurred a net loss of $126.22 million as compared with a net loss of $130.99 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $1.50 billion in total assets, $1.41 billion in total liabilities, $43.70 million in series C convertible preferred stock, and $46.24 million in total stockholders' equity. * * * As reported by the TCR on March 5, 2013, Moody's Investors Service downgraded Endeavour International Corporation's Corporate Family Rating to Caa3 from Caa1. Endeavour's Caa3 CFR reflects its weak liquidity, small production and proved reserve scale, geographic concentration and the uncertainties regarding its future performance given the inherent execution risks related to its offshore North Sea operations for a company of its size. In the March 24, 2014, edition of the TCR, Standard & Poor's Ratings Services said it affirmed its 'CCC' corporate credit rating on E&P company Endeavour International Corp. S&P also removed the ratings from CreditWatch, where they were placed with negative implications on Feb. 20, 2014, based on the company's very limited liquidity and looming $33 million interest payment at the time. ENERGY FUTURE: Delays Form 10-K Over Restructuring Talks -------------------------------------------------------- Energy Future Holdings Corp., et al., and certain of their creditors have executed confidentiality agreements to facilitate the exchange of information and the development of restructuring alternatives. The Companies' objectives in these discussions have been, and continue to be, to promote a sustainable capital structure and maximize enterprise value by, among other things, encouraging agreement among the Creditors on a restructuring plan that would minimize time spent in a restructuring proceeding through a proactive and organized solution; minimizing any potential adverse tax impacts of a restructuring; maintaining focus on operating the Companies' businesses; and maintaining the Companies' high-performing work force. In consideration of the additional time required to evaluate the effects of these events on the financial statements and disclosures included in the Companies' annual reports on Form 10-K, the Companies did not file their respective annual reports on Form 10-K for the year ended Dec. 31, 2013, with the U.S. Securities and Exchange Commission by April 15, 2014, the date on which the reports are required to be filed with the SEC, after giving effect to a permitted extension. Because Texas Competitive Electric Holdings Company LLC (i) did not furnish its financial statements to the administrative agent on or before March 31, 2014 and (ii) will not furnish EFCH's Annual Report on Form 10-K by April 15, 2014, TCEH will be in breach of this covenant under the Oct. 10, 2007, credit agreement. The TCEH Credit Agreement provides for a 30-day grace period after receipt by TCEH of written notice from the administrative agent or lenders holding not less than a majority of the aggregate principal amount of loans under the TCEH Credit Agreement before an event of default under the TCEH Credit Agreement may be deemed to have occurred due to a breach of this covenant. If TCEH does not furnish its annual financial statements and related information to the administrative agent or TCEH does not file for Chapter 11 protection prior to the expiration of the applicable grace period, then either the administrative agent under the TCEH Credit Agreement or the lenders holding not less than a majority in aggregate principal amount of loans under the TCEH Credit Agreement may, among other things, declare the entire principal amount outstanding under the TCEH Credit Agreement due and payable. The current principal amount outstanding under the TCEH Credit Agreement is approximately $22.635 billion. The Company expected that the reports of the independent registered public accounting firm that accompany the audited consolidated financial statements for the year ended Dec. 31, 2013, included in the Annual Reports on Form 10-K for the year ended Dec. 31, 2013, will contain an explanatory paragraph regarding substantial doubt about the Company's ability to continue as a going concern. At April 10, 2014, cash and cash equivalents totaled $815 million, consisting of $248 million at EFH Corp., $134 million at EFIH and $433 million at TCEH. About Energy Future Holdings, fka TXU Corp. Energy Future Holdings Corp., formerly known as TXU Corp., is a privately held diversified energy holding company with a portfolio of competitive and regulated energy businesses in Texas. Oncor, an 80 percent-owned entity within the EFH group, is the largest regulated transmission and distribution utility in Texas. The Company delivers electricity to roughly three million delivery points in and around Dallas-Fort Worth. EFH Corp. was created in October 2007 in a $45 billion leverage buyout of Texas power company TXU in a deal led by private-equity companies Kohlberg Kravis Roberts & Co. and TPG Inc. Restructuring Talks With Creditors In April 2013, Energy Future and its affiliates confirmed in a regulatory filing that they are in restructuring talks with certain unaffiliated holders of first lien senior secured claims concerning the Companies' capital structure. Energy Future has retained Kirkland & Ellis LLP and Evercore Partners to advise the Companies with respect to the potential changes to the Companies' capital structure and to assist in the evaluation and implementation of other potential restructuring options. The Creditors have retained Paul, Weiss, Rifkind, Wharton & Garrison LLP and Millstein & Co., L.P. to advise the Creditors and to assist in the Creditors' evaluation of potential restructuring options involving the Companies. According to a Wall Street Journal report, people familiar with the matter said Apollo Global Management LLC, Oaktree Capital Management, Centerbridge Partners and GSO Capital Partners, the credit arm of buyout firm Blackstone Group LP, all hold large chunks of Energy Future's senior debt. Many of these firms belong to a group being advised by Jim Millstein, a restructuring expert who helped the U.S. government revamp American International Group Inc. The Journal said Apollo enlisted investment bank Moelis & Co. for additional advice to ensure it gets as much attention as possible on the case given its large debt holdings. ERICKSON INC: Moody's Affirms B1 CFR & Changes Outlook to Neg. -------------------------------------------------------------- Moody's Investors Service affirmed its ratings assigned to Erickson Incorporated ("Erickson", f/k/a Erickson Aircrane Incorporated): Corporate Family of B1, Probability of Default of B1-PD and Senior Secured Second Lien Notes of B1, 57-LGD4. Moody's also lowered the Speculative Grade Liquidity rating to SGL-3 from SGL-2 and changed the outlook to negative from stable. Ratings Rationale The change in outlook to negative follows the weaker operating performance and a weaker liquidity profile than was expected when the company came to market in April 2013 as it prepared to close two acquisitions, 1) the acquisition of Evergreen Helicopters Incorporated ("EHI") from Evergreen International Aviation (not rated) and 2) the purchase of Air Amazonia, a small operator based in Brazil. Operating earnings and cash flows trailed expectations because of lower utilization of the acquired EHI fleet and an about four month delay in the closing of the Air Amazonia transaction. Liquidity weakened because the company used a planned cash cushion to accelerate investment and inventory purchases to more quickly improve the availability of the aircraft acquired in the EHI transaction. These investments were also made to reduce penalties under customer contracts by improving the availability of the EHI equipment. The negative outlook considers the potential for operating earnings and cash flows to trail the company's expectations, preventing the strengthening of financial leverage and interest coverage metrics from 2013 year-end levels that are more indicative of lower single-B rated issuers. Execution risk remains because of declining volumes or outright losses of contracts serving operations in Afghanistan as the US military withdrawal continues. Although Erickson maintains a strong position in the heavy lift sector because of its Aircranes, it faces competition when bidding for new business. With the recent announced contracts, Erickson has begun, but will need to continue to increase penetration in the commercial sector to help offset the losses of earnings as business related to Afghanistan continues to reduce in each of the next few years. The B1 CFR considers Erickson's position as a leading provider of a range of helicopter transportation services to a diverse set of customers on a global basis. It remains the sole provider of heavy-lift services using the Erickson S-64 Aircrane, suited for firefighting, lumber harvesting and infrastructure construction including oil exploration and production. A mostly contracted, but somewhat concentrated base of government agency and commercial customers should produce a sufficient level of operating earnings to allow the company to meet its debt service obligations. However, current credit metrics and the company's liquidity profile are somewhat weak for the B1 rating category and trail Moody's expectations from the time the rating was assigned to Erickson in April 2013. Additional investment in the EHI fleet and working capital needs through the seasonally weaker first half of the year will lead to significantly negative free cash flow in the first half of 2014, increasing reliance on the revolver. Availability should improve in the second half of the year as these investments reduce from first half levels, leading to positive free cash flow generation. The SGL-3 Speculative Grade Liquidity rating signifies that liquidity is adequate. Erickson is expected to hold a nominal amount of cash, using the revolver to fund working capital needs and reducing drawings with excess cash. Moody's anticipate that the company will achieve modestly positive free cash flow in 2014 if it achieves its revenue guidance of between $385 million and $405 million. Drawings of about $68 million at December 31, 2013 on the now $140 million revolving credit are significant. The company utilized about $23 million of the revolver to fund the acquisition of Air Amazonia in the third quarter of 2013. Since this transaction did not close before the July 31, 2013 expiration of the escrow period for the portion of the company's second lien notes that were ear-marked for this acquisition, it repaid $45 million of second lien notes, the full amount of the escrowed note proceeds, in the third quarter of 2013. The outlook could be returned to stable if Debt to EBITDA and EBIT to Interest are sustained below 5.0 times and above 1.5 times, respectively. Positive free cash flow generation that is applied to reduction of the revolver balance to strengthen the company's liquidity could also support returning the outlook to stable as could the demonstrated ability to offset losses of business in Afghanistan with new contracts with terms in excess of one year. Growth in the customer base, particularly in the oil sector while maintaining operating margins would demonstrate the success of the company's acquisition strategy, further supporting the current rating. A downgrade of the ratings could follow if the company executes additional acquisitions that are mostly debt-funded and lead to a weakening of credit metrics. Debt to EBITDA that is sustained above 5.5 times, FFO + Interest to Interest below 2.5 times, Retained Cash Flow to Net Debt that approaches 12% or sustained negative free cash flow or increased reliance on the revolver that leads to availability being sustained below $20 million could lead to a downgrade of the ratings. 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. Erickson Incorporated, headquartered in Portland, Oregon, is a leading global provider of aviation services to a diverse mix of commercial and government customers. Erickson's fleet numbers 90 rotary-wing and fixed wing aircraft including 20 Erickson S-64 Aircranes, a powerful heavy-lift helicopter. The company also manufactures, maintains and repairs the S-64 Aircrane. The company's aerial services include critical supply and logistics for deployed military forces, humanitarian relief, firefighting, timber harvesting, infrastructure construction, and crewing. FIBERTOWER CORP: Lenders Take Over With Consummated Ch. 11 Plan --------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that FiberTower Corp., previously a holder of wireless frequency licenses, implemented a Chapter 11 plan on March 31 that was approved when the bankruptcy judge in Fort Worth, Texas, signed a confirmation in late January. According to the report, the plan gave the new common stock to holders of the remaining $98 million in first-lien notes due 2016. The lenders' recovery was a predicted 5.3 percent to 7.6 percent, according to the court-approved disclosure statement. The plan allows a lawsuit against the U.S. Federal Communications Commission to recover terminated frequency licenses to continue. As previously reported by The Troubled Company Reporter, the effective date of the plan was conditioned on FiberTower getting the FCC'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. G AND S FOUNDRY: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: G and S Foundry and Manufacturing Company 210 Kaskaskia Dr. Red Bud, IL 62278 Case No.: 14-40431 Chapter 11 Petition Date: April 21, 2014 Court: United States Bankruptcy Court Southern District of Illinois (Benton) Judge: Hon. Laura K. Grandy Debtor's Counsel: Stephen R Clark, Esq. COURTNEY, CLARK & MEJIAS, P.C. 104 S Charles St Belleville, IL 62220-2223 Tel: (618) 233-5900 Fax: (618) 234-8028 Email: admin@ccalawfirm.com Total Assets: $4.68 million Total Liabilities: $4.87 million The petition was signed by Charles Wasem, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ilsb14-40431.pdf GENERAL MOTORS: Engineering Chief to Depart ------------------------------------------- Jeff Bennett and Katy Stech, writing for The Wall Street Journal, reported that General Motors Co.'s global head of engineering is leaving the company and his duties are being split amid new fallout from the auto maker's internal probe over the delay in recalling 2.6 million vehicles with faulty ignition switches. According to the report, John Calabrese, vice president of global vehicle engineering, is retiring after more than 33 years with the nation's largest auto maker, the company said on April 22. His organization is being divided to provide more clarity and accountability, said Mark Reuss, GM's executive vice president of global product development. Ken Morris, 47, was named vice president of the global product integrity group, which was formed last week and is responsible for preventing safety issues during vehicle development, the report related. Ken Kelzer, 51, vice president of GM Europe powertrain engineering, will take over the group developing vehicle components and subsystems. As part of the reorganization, GM said it would more than double to 55 a team of safety investigators working within engineering, and would require its legal department to regularly brief engineering on legal complaints involving its vehicles, the report further related. The Detroit company is revamping how it operates in the wake of recent disclosures that some engineering managers ruled out repairs as too expensive or took no actions despite years of complaints about some small cars stalling, and that its legal and product groups never discussed lawsuits and customer vehicle problems, the report noted. 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. GENERAL STEEL: Files Copy of Presentation Materials with SEC ------------------------------------------------------------ General Steel Holdings, Inc., gave a presentation to certain investors and members of the media regarding the Company's business developments. The presentation includes a slide show, a copy of which is available for free at http://is.gd/1D1j82 About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. The Company reported a net loss of $42.62 million on $2.46 billion of total sales in 2013, compared with a net loss of $231.94 million on $2.86 billion of total sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $2.7 billion in total assets, $3.19 billion in total liabilities, and a stockholders' deficit of $494 million. GRIDWAY ENERGY: Obtains Interim Approval of $34-Mil. DIP Loan ------------------------------------------------------------- Gridway Energy Holdings, et al., obtained interim authority from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition financing up to an aggregate amount of $34,000,000 from Vantage Commodities Financial Services I, LLC, as agent and lender. The Debtors also obtained interim authority to use cash collateral securing their prepetition indebtedness until May 14, 2014. A final hearing will be held on May 6, 2014, at 1:00 p.m. Objections are due no later than April 29. A full-text copy of the Interim DIP Order is available for free at http://bankrupt.com/misc/GRIDWAYdipord0414.pdf Proposed $122-Mil. of DIP Financing Gridway Energy Holdings and its affiliates are asking for approval from the bankruptcy court to (i) obtain senior secured, superpriority priming postpetition financing in the aggregate principal amount of up to $122 million to be provided by VCFS1, as agent for lenders, and (ii) use cash collateral. Absent immediate and uninterrupted access to adequate financing, the Debtors will not have sufficient liquidity to sustain business operations for any prolonged period of time. The DIP credit facility, which contemplates a sale of substantially all of the Debtors' businesses pursuant to Section 363(b) of the Bankruptcy Code, permits the Debtors to run a competitive sale process designed to maximize the value for their creditors because the sale is subject to a marketing process conducted by recognized investment bankers that will yield the highest and best offer. The salient terms of the proposed financing are: Borrower: Glacial Energy Holdings Guarantors: Subsidiaries of Glacial Borrowing Commitment: Term and revolving loans in an aggregate amount of $122 million. Term/Maturity Date: Earliest of (a) Oct. 31, 2014, (b) the effective date of a plan of reorganization, (c) the date the Debtors consummate a transaction for the sale or disposition of all or substantially all of their assets. Fees: Fees to be paid include a closing fee equal to 1% of the aggregate commitment, an unused line fee, and LIBOR breakage costs. Events of Default: Events of default include various events, including the Debtor's failure to comply with the settlement agreement with VCFS1 and failure to obtain final approval of the DIP financing by May 8, 2014. Use of Cash Collateral: The Debtors are authorized to use cash collateral solely in accordance with the 13-week cash flow budget. Adequate Protection: As adequate protection, the prepetition lenders will receive replacement liens, superpriority administrative expense claims, and periodic cash payments. Milestones: Milestones for use of cash collateral: (i) The Debtors will use their reasonable efforts to obtain entry of the sale procedures order by May 7, 2014, and the sale order by June 16, 2014; (ii) the Debtors will use their reasonable best efforts to ensure that the closing of the sale occurs on or before June 18, 2014. Milestones for DIP facility: The borrower is required to meet the sale transaction milestones in accordance with the settlement agreement with VCFS1. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors have tapped Patton Boggs LLP as counsel, Young, Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. VCFSI is represented by Ingrid Bagby, Esq. -- ingrid.bagby@cwt.com -- and David E. Kronenberg, Esq. -- david.kronenberg@cwt.com -- at Cadwalader, Wickersham & Taft, LLP, in New York; and Jason Madron, Esq. -- madron@rlf.com -- at Richards, Layton & Finger, P.A., in Wilmington, Delaware. GRIDWAY ENERGY: Has Interim OK to Pay $3.6MM to Critical Vendors ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware gave Gridway Energy Holdings, Inc., et al., interim authority to pay the prepetition claims of certain critical vendors up to $3.6 million. As a condition to payment of the Critical Vendor Claims, the Critical Vendors are required to continue to provide goods and services to the Debtors on the most favorable terms in effect between that Critical Vendor and the Debtors in the 12 months before the Petition Date, or on terms more favorable to the Debtors to which the Debtors and the Critical Vendor may otherwise agree. The Debtors utilize the services of 150 distribution providers to deliver their natural gas and electricity to their customers throughout the country. The Debtors estimate that the aggregate amount to the providers as of the Petition Date will be $1.7 million. In addition, the Debtors need the services of 6 independent system operators (ISOs) who manage the flow of electricity for the states and regions in which the Debtors operate. The Debtors estimate that payments for prepetition claims of ISOs will total $1.9 million. A final hearing on the motion will be May 6, 2014, at 1:00 p.m. Objections to the motion must be filed on or before April 29. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors have tapped Patton Boggs LLP as counsel, Young, Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. GRIDWAY ENERGY: Seeks to Assume Key Employees' Contracts -------------------------------------------------------- Gridway Energy Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to assume six employment contracts and approval of an incentive plan for the said employees. Five officers of the Debtors, as well as the Debtors' general counsel, agreed to continue to remain and act as the Debtors' management in the weeks leading up to, and following, the Petition Date. Their agreement was subject, in all respects, to the terms of the employment contracts the Debtors seek to assume. The employment contracts provide that the Key Employees will receive the following annual salaries: Randy Lennan, chief executive officer $400,000 Phillip Spilpane, chief financial officer $300,000 Carey Drangula, general counsel $300,000 Andrew Luscz, vice president of electric supply $250,000 Bretton DeNomme, president of sales $250,000 Katie Perry, vice president of operations $200,000 The employment contracts also provide that each of the Key Employee will be entitled to receive two incentive payments earned and payable upon meeting corresponding benchmarks. The first incentive payment will be immediately payable upon the Court approving the sale of substantially all of the Debtors' assets. The second incentive payment will be immediately payable upon the later to occur of (i) the closing of a sale of substantially all of the Debtors' assets, or (ii) the expiration of the term of any agreement by the Debtors to provide transition services to the successful bidder at the sale. In the event the asset sale is not pursued, the incentive payments will be payable in full upon the entry by the Court of an order approving the confirmation of a Chapter 11 plan. The Debtors' desire to maximize the value of their assets will be a difficult undertaking and will be nearly impossible without the leadership of the Key Employees, each of whom will play a vital role in working with the Debtors' various professionals in negotiating, drafting and gaining attractive bids, Joseph M. Barry, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, asserts in court papers. While it is possible that the Debtors could seek to recruit new management, those efforts would take time during which the Debtors would be left with no management, Mr. Barry adds. The Debtors are also represented by Michael R. Nestor, Esq., and Donald J. Bowman, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP, in Washington, D.C. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors have tapped Patton Boggs LLP as counsel, Young, Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. GRIDWAY ENERGY: Has Rust Consulting as Administrative Advisor ------------------------------------------------------------- Gridway Energy Holdings, Inc., et al., seek authority from the U.S. Bankruptcy Court for the District of Delaware to employ Rust Consulting/Omni Bankruptcy as administrative advisor to, among other things, assist with solicitation, balloting and tabulation of votes, and prepare any related reports. Prior to the Petition Date, the Debtors provided Rust a retainer in the amount of $20,000. Paul Deutch, the executive managing director of Rust Consulting/Omni Bankruptcy, 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. A hearing on the employment application is scheduled for May 6, 2014, at 1:00 p.m. (ET). Objections are due April 29. About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors have tapped Patton Boggs LLP as counsel, Young, Conaway, Stargatt & Taylor, LLP, as local counsel, and Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. HD SUPPLY: Amends 2013 Annual Report ------------------------------------ HD Supply Holdings, Inc., and HD Supply, Inc., amended their combined annual report on Form 10-K for the fiscal year ended Feb. 2, 2014, filed with the U.S. Securities and Exchange Commission on March 25, 2014, to disclose information required by Section 13(r) of the Securities Exchange Act of 1934, as amended, as added by the Iran Threat Reduction and Syrian Human Rights Act of 2012, in "Item 9B. Other Information" and to file Exhibit 23.1 (Consent of PricewaterhouseCoopers LLP) which was inadvertently omitted from the Original Annual Report. In addition, as required by Rule 12b-15 under the Exchange Act, new certifications by the Company's principal executive officer and principal financial officer are filed as exhibits. All other information included in the Original Annual Report has not been amended. A copy of the Form 10-K, as amended, is available for free at: http://is.gd/zHQ6Yo About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. HD Supply incurred a net loss of $218 million for the fiscal year ended Feb. 2, 2014, as compared with a net loss of $1.17 billion for the fiscal year ended Feb. 3, 2013. For the year ended Jan. 29, 2012, the Company incurred a net loss of $543 million. As of Feb. 2, 2014, the Company had $6.32 billion in total assets, $7.08 billion in total liabilities and $764 million total stockholders' deficit. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. INTERFAITH MEDICAL: Can Employ Melanie Cyganowski as New CRO ------------------------------------------------------------ Interfaith Medical Center, Inc. sought and obtained permission from the Hon. Carla E. Craig of the U.S. Bankruptcy Court for the Eastern District of New York to employ Melanie Cyganowski as new chief restructuring officer. The New CRO will oversee the operations and restructuring of IMC's Hospital and Clinics. Ms. Cyganowski will utilize professionals of Otterbourg P.C. to advise her on her duties. The Debtor, among other things, requires Ms. Cyganowski to: (a) assist in developing and implementing a confirmable chapter 11 plan to become effective in IMC's chapter 11 case; (b) provide advice on the formulation and execution of the overall strategy and analysis of alternatives for the various restructuring opportunities as they relate to the current and future operations of IMC's Hospital and Clinics; and (c) hire, discharge, supervision, and management of all IMC employees, including determination from time to time of the numbers and qualifications of employees needed in the various departments and services of IMC, in each case, as they relate to the current and future operations of IMC's Hospital and Clinics. The principal economic terms of the New CRO engagement are: -- Compensation for New CRO: * Ms. Cyganowski will be paid an hourly rate of $795, not to exceed $140,000 per month without prior written approval of DASNY and DOH. -- Fees for Otterbourg Professionals Advising the New CRO: * The Otterbourg Professionals will charge their customary hourly rates. The Otterbourg Professionals shall be subject to a separate monthly fee cap of $175,000, unless prior written approval to exceed that cap is provided by DASNY and DOH. The range of hourly rates of Otterbourg Professionals is as follows: Partner/Counsel $595-$940 Associate $275-$645 Paralegal $250-$260 -- Reimbursement of Expenses: The New CRO will be reimbursed for all reasonable, documented, out-of-pocket costs and expenses, such as travel, lodging, postage, photocopying costs, computer and research charges, and other charges customarily recoverable as out-of-pocket expenses, subject to the U.S. Trustee Fee Guidelines, with those expenses allocable to the Otterbourg Professions not to exceed $7,500 per month without prior written approval of DASNY and DOH. Ms. Cyganowski, member of the law firm Otterbourg P.C., assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Official Committee of Unsecured Creditors appointed in the Debtor's case, filed a limited objection to the Motion for Interim and Final Orders, Pursuant to Sections 105 and 363 of the Bankruptcy Code and Bankruptcy Rule 6003, Authorizing Employment and Retention of: (A) Melanie Cyganowski as the Debtor's New CRO; and (B) ToneyKorf Partners, LLC to Provide (i) Steven Korf to Serve as the Debtor's New CEO and (ii) Temporary Staff to Assist the New CEO in His Duties. According to the Committee, the Retention Motion raises a number of troubling issues in this troubled case. Specifically, the Committee pointed out that the Debtor is seeking to employ its third separate CRO during the course of this chapter 11 case. The Debtor initially (and controversially) retained Kurron Shares of America, Inc. to serve as CEO, CRO, CFO, COO, and Special Counsel in a motion filed with its petition. Kurron's retention was approved over the objections of the Committee and other parties in interest. Nevertheless, less than two months after Kurron's retention was approved by the Court, the New York State Department of Health and the Dormitory Authority of the State of New York forced Kurron and the CRO out, and the Debtor sought to install John D. Leech as its CRO, with his firm Gordian-Dynamis Solutions LLC providing services as a restructuring consultant. Mr. Leech's retention as CRO was approved on an expedited basis just over five months after the filing of the Debtor's petition. Now, less than a year after Mr. Leech took office, the Debtor is seeking to replace him with Ms. Cyganowski. Committee counsel cannot recall any other case in which a debtor required the services of three separate CROs (and all within a period of just over fifteen months). The Committee also said the Retention Motion would seek to further burden the Debtor's estate with additional and excessive administrative costs. The Retention Motion seeks authorization to allow the Debtor to pay up to $545,000 per month in fees to Ms. Cyganowski, her firm Otterbourg P.C., Steven Korf (the proposed New CEO), and his firm ToneyKorf Partners, LLC, plus up to $15,000 per month in expenses for them. All of these so-called "caps" may be exceeded with the prior written approval of DASNY and DOH. Although a number of parties in interest in this case had material issues with the capabilities of Kurron's CRO and CEO, Kurron's approved fees never exceeded $235,000 per month, and Kurron provided CFO, COO, and Special Counsel personnel in addition to personnel who served as CRO and CEO. The Committee pointed out that the Retention Motion would authorize payments more than double those approved for Kurron for services that do not even include a CFO, a COO, or Special Counsel. Similarly, the Retention Motion would allow Ms. Cyganowski's firm to be reimbursed for fees in assisting her in her duties as CRO of up to $175,000 per month. Gordian Dynamis was initially subject to a monthly cap of $35,000 in its provision of services to Mr. Leech when he served as CRO. The Committee noted this is a five-fold increase, and it does not even include the services to be provided by ToneyKorf in its role assisting the proposed new CEO and CRO, which would be "capped" at $100,000 per month. Nor does it include the fees that the Debtor may continue to pay to Mr. Leech and/or Gordian Dynamis. The Committee also said that although Ms. Cyganowski was a very capable bankruptcy judge, is a very qualified lawyer, and has served in a fiduciary capacity, there is no indication that she has any significant experience in carrying out a number of the particular services contemplated by the New CRO Engagement Letter. The Committee questions the reasonableness of paying a (very experienced) legal professional $795 per hour to perform services that should be provided by a health care business professional, presumably at a lower hourly rate. Given the expansive nature of the services to be provided by Ms. Cyganowski as the New CRO, it is also unclear why the Debtor needs a new CEO at all. In fact, a comparison of the services to be provided by the New CEO and ToneyKorf reveals that they are largely duplicative of the services to be provided by the New CRO. The Retention Motion apparently attempts to avoid duplication by explaining that ToneyKorf personnel will be "assist[ing] the new CRO and the Debtor in the operation of and efforts to restructure the operations of IMC's Hospital and Clinics." Similarly, it is entirely unclear exactly what services Otterbourg would be providing to Ms. Cyganowski that could not better be provided by Debtor's counsel. Ms. Cyganowski will report to the Debtor's Board of Trustees. But the fact that the Retention Motion contemplates that Otterbourg's fees could be up to $175,000 per month indicates that Otterbourg will be performing substantial services to the estate. Counsel to the Official Committee of Unsecured Creditors can be reached at: Martin G. Bunin, Esq. Craig E. Freeman, Esq. ALSTON & BIRD LLP 90 Park Avenue New York, New York 10016 Tel: (212) 210-9400 Fax: (212) 210-9444 About Interfaith Medical Center Headquartered in Brooklyn, New York, Interfaith Medical Center, Inc., operates a 287-bed hospital on Atlantic Avenue in Bedford- Stuyvesant and an ambulatory care network of eight clinics in central Brooklyn, in Crown Heights and Bedford-Stuyvesant. The Company filed for Chapter 11 protection (Bankr. E.D. N.Y. Case No. 12-48226) on Dec. 2, 2012. The Debtor disclosed $111,872,972 in assets and $193,540,998 in liabilities as of the Chapter 11 filing. Liabilities include $117.9 million owing to the New York State Dormitory Authority on bonds secured by the assets. Alan J. Lipkin, Esq., at Willkie Farr & Gallagher LLP, serves as bankruptcy counsel to the Debtor. Nixon Peabody LLP is the special corporate and healthcare counsel. CohnReznick LLP serves as financial advisor. Donlin, Recano & Company, Inc. serves as administrative agent. The Official Committee of Unsecured Creditors tapped Alston & Bird LLP as its counsel, and CBIZ Accounting, Tax & Advisory of New York, LLC as its financial advisor. Eric M. Huebscher, the patient care ombudsman, tapped the law firm of DiConza Traurig LLP, as his counsel. INTERMETRO COMMUNICATIONS: Incurs $2.4 Million Net Loss in 2013 --------------------------------------------------------------- InterMetro Communications, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.45 million on $11.57 million of net revenues for the year ended Dec. 31, 2013, as compared with net income of $699,000 on $20.06 million of net revenues in 2012. As of Dec. 31, 2013, the Company had $2.95 million in total assets, $15.37 million in total liabilities and a $12.42 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, California, issued a "going cocern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred net losses in previous years, and as of Dec. 31, 2013, the Company had a working capital deficit of approximately $12,082,000 and a total stockholders' deficit of approximately $12,426,000. The Company anticipates that it will not have sufficient cash flow to fund its operations in the near term and through fiscal 2014 without the completion of additional financing. These factors, among other things, raise substantial doubt about the Company's ability to continue as a going concern A copy of the Form 10-K is available for free at: http://is.gd/VoUK9S About InterMetro Simi Valley, Calif.-based InterMetro Communications, Inc., -- http://www.intermetro.net/-- is a Nevada corporation which through its wholly owned subsidiary, InterMetro Communications, Inc. (Delaware), is engaged in the business of providing voice over Internet Protocol ("VoIP") communications services. IZEA INC: Incurs $3.3 Million Net Loss in 2013 ---------------------------------------------- IZEA, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $3.32 million on $6.62 million of revenue for the 12 months ended Dec. 31, 2013, as compared with a net loss of $4.67 million on $4.95 million of revenue during the prior year. Revenue increased 82 percent to a record $1.96 million during the fourth quarter of 2013 compared to the same quarter in 2012. As of Dec. 31, 2013, the Company had $2.94 million in total assets, $4.39 million in total liabilities and a $1.45 million total stockholders' deficit. "This is our fourth straight quarter of record bookings and an all-time record for both quarterly and annual revenue," said Ted Murphy, IZEA's Chairman and chief executive officer. "I am proud of what our team accomplished in 2013 and optimistic for 2014 and beyond. Our initiatives with the launch of The Sponsorship Marketplace at IZEA.com and the IZEA Exchange ecosystem should bring additional opportunity for long term revenue growth and operational efficiencies." Cross, Fernandez & Riley, LLP, in Orlando, Florida, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. Cross, Fernandez & Riley, in their report on the consolidated financial statements for the year ended Dec. 31, 2012, expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company has incurred recurring operating losses and had a negative working capital and an accumulated deficit at Dec. 31, 2012. A copy of the Form 10-K is available for free at: http://is.gd/45apuI About IZEA, Inc. IZEA, Inc., headquartered in Orlando, Fla., believes it is a world leader in social media sponsorships ("SMS"), a rapidly growing segment within social media where a company compensates a social media publisher to share sponsored content within their social network. The Company accomplishes this by operating multiple marketplaces that include its platforms SocialSpark, SponsoredTweets and WeReward, as well as its legacy platforms PayPerPost and InPostLinks. KEEN EQUITIES: Hires Goldberg Weprin as Bankruptcy Counsel ---------------------------------------------------------- Keen Equities, LLC asks for permission from the Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York to employ Goldberg Weprin Finkel Goldstein LLP as bankruptcy counsel. The Debtor requires Goldberg Weprin to: (a) provide the Debtor with all necessary legal advice in connection with the bankruptcy case, as well as the Debtor's responsibilities and duties as debtor-in- possession; (b) represent the Debtor in all proceedings before the Bankruptcy Court and U.S. Trustee; (c) draft, prepare and file all necessary legal papers, applications, motions, reports and plan related documents on the Debtor's behalf needed; (d) represent the Debtor with respect to formulating and obtaining confirmation of a plan of reorganization in connection with the developing of the Lake Anne Property and restructuring existing mortgage debt; and (e) render all other legal services which may be necessary to deal with existing mortgage and unsecured debt, including resolution of potential issues concerning the appropriate imposition of default interest charged by the lender, and other related issues. Goldberg Weprin will be paid at these hourly rates: Partner $495 Associate $250-$425 Paralegal $90-$120 Goldberg Weprin will also be reimbursed for reasonable out-of- pocket expenses incurred. Prior to the bankruptcy filing, Goldberg Weprin received a retainer payment of $35,000 from the Debtor. The sum $15,000 was applied to pre-petition legal services. The unused balance of $20,000 will be applied to the legal fees and expenses incurred and awarded during the Chapter 11 case less the filing fee of $1,213. Kevin J. Nash, member of Goldberg Weprin, 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. Goldberg Weprin can be reached at: Kevin J. Nash, Esq. GOLDBERG WEPRIN FINKEL GOLDSTEIN LLP 1501 Broadway, 22nd Floor New York, NY 10036 Tel: (212) 221-5700 Fax: (212) 730-4518 Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Judge Nancy Hershey Lord presides over the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. LAKELAND INDUSTRIES: Amends Bylaws to Add Exclusive Forum Article ----------------------------------------------------------------- The Board of Directors of Lakeland Industries, Inc., approved an amendment to the Corporation's Amended and Restated By-Laws, effective as of April 8, 2014, adding a new Article VII providing an exclusive forum provision for the adjudication of certain disputes. This provision provides that, unless the Corporation consents in writing to the selection of an alternative forum, the sole and exclusive forum for: (i) any derivative action or proceeding brought on behalf of the Corporation; (ii) any action asserting a claim of breach of a fiduciary duty owed by any director or officer or other employee of the Corporation to the Corporation or the Corporation's stockholders; (iii) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation arising pursuant to any provision of the Delaware General Corporation Law or the Corporation's Certificate of Incorporation or By-Laws (as either may be amended from time to time); or (iv) any action asserting a claim against the Corporation or any director or officer or other employee of the Corporation governed by the internal affairs doctrine will be a state court located within the State of Delaware (or, if no state court located within the State of Delaware has jurisdiction, the federal district court for the District of Delaware). A copy of the Amended and Restated By-Laws of Lakeland Industries, Inc. (effective as of April 8, 2014) is available for free at: http://is.gd/8g16bY About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at Oct. 31, 2013, showed $87.33 million in total assets, $38.56 million in total liabilities and $48.77 million in total stockholders' equity. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. "The lenders have not waived these events of default and may demand repayment at any time. Management is currently trying to secure replacement financing but does not have new financing available at the date of this report." LANDAUER HEALTHCARE: Case Caption Changed to LMI Legacy Holdings ---------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered an order granting Landauer Healthcare Holdings, Inc., et al.'s motion to amend the case caption used in their Chapter 11 cases to LMI Legacy Holdings Inc., et al., in accordance with the corporate name change of Landauer Healthcare Holdings, Inc., to LMI Legacy Holdings Inc. The Court also directed that these caption changes be made: a. Landauer-Metropolitan, Inc., to LMI Legacy Holdings II, Inc.; b. Miller Medical & Respiratory, Inc., to LMI Legacy Holdings III Inc.; c. American Homecare Supply New York, LLC, to LMI Legacy Holdings I LLC; d. American Homecare Supply Mid-Atlantic, LLC, to LMI Legacy Holdings II LLC; e. Denmark's LLC to LMI Legacy Holdings III LLC; f. Genox Homecare, LLC, to LMI Legacy Holdings IV LLC; and g. C.O.P.D. Services, Inc., to LMI Legacy Holdings IV, Inc. About Landauer Healthcare Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. The Debtors are represented by Justin H. Rucki, Esq., Michael R. Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L Gates LLP, in New York; and Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., in Boston, Massachusetts. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Maillie LLP serves as the Debtors' tax accountants. The Debtor filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. LANDAUER HEALTHCARE: Expansion of Maillie's Scope of Services OK'd ------------------------------------------------------------------ The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware entered an order allowing LMI Legacy Holdings Inc., et al., to expand the scope of employment and retention of Maillie LLP to include additional tax accounting services, including assistance relating to a potential tax appeal, nunc pro tunc to Feb. 19, 2014. As reported by the Troubled Company Reporter on Nov. 19, 2013, the Court authorized the Debtors to employ Maillie as their tax accountants, nunc pro tunc to Oct. 25, 2013. Maillie will prepare the Debtors' tax returns for the fiscal year ended March 31, 2013. About Landauer Healthcare Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. The Debtors are represented by Justin H. Rucki, Esq., Michael R. Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L Gates LLP, in New York; and Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., in Boston, Massachusetts. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Maillie LLP serves as the Debtors' tax accountants. The Debtor filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. On Feb. 27, 2014, the Court granted the Debtors' motion to amend the case caption used in their Chapter 11 cases to LMI Legacy Holdings Inc., et al., in accordance with the corporate name change of Landauer Healthcare Holdings, Inc., to LMI Legacy Holdings Inc. LANDAUER HEALTHCARE: Court Okays Allcare Medical Settlement ----------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has approved LMI Legacy Holdings Inc., et al.'s limited settlement agreement with Louis Rocco, Sal Burdi, the Debtors' former executive officer and executive vice president, respectively, and Passaic Healthcare Services, LLC, dba Allcare Medical. In a court filing dated Jan. 31, 2014, the Debtors stated that the Settlement Agreement was executed between the Debtors, LMI DME Holdings LLC, and the Official Committee of Unsecured Creditors on the one hand, and Messrs. Rocco and Burdi, and Allcare on the other hand, regarding a termination of the employment agreements of Messrs. Rocco and Burdi with the Debtors. The Debtors said in the filing that the Settlement Agreement maximizes the value of the Debtors' estates by resulting in a payment of $400,000 to those estates, or the purchaser of the Debtors' assets, in exchange for the Debtors and LMI DME agreeing to the termination of the Employment Agreements with Messrs. Rocco and Burdi, including certain restrictive employment covenants contained in the Employment Agreements. Messrs. Rocco and Burdi are also shareholders of Landauer-Metropolitan, Inc., one of the Debtors in the Chapter 11 cases. Messrs. Rocco and Burdi's employment was governed by the terms of the Employment Agreements -- separate employment agreements with LMI, both of which contained restrictive covenants prohibiting Messrs. Rocco and Burdi from working for a competitor in New York, New Jersey or Connecticut within two years of each employee's departure from the Debtors. Messrs. Rocco and Burdi left LMI on July 10, 2013. On July 17, 2013, Messrs. Rocco and Burdi sued the Debtors in Nassau County Supreme Court in New York, seeking a ruling voiding the restrictive covenants contained in their Employment Agreements with the Debtors. Messrs. Rocco and Burdi started performing services for Allcare, which, according to the Debtors, is one of their competitors that had previously showed an interest in acquiring the Debtors prior to the commencement of the Debtors' Chapter 11 cases. Prior to providing Allcare with its confidential information and trade secrets about its business and employees in connection with the proposed transaction, Allcare and the Debtors entered an April 4, 2012 confidentiality agreement, which contains a provision providing that in the event a transaction didn't result, Allcare wouldn't solicit or hire any Debtor employees for two years after the negotiations ended. On May 15, 2013, the Debtors and Allcare entered into an exclusivity agreement, whereby both sides agreed to hold exclusive merger discussions with each other and no other parties for a 15-day period. On June 14, 2013, the merger discussions between Debtors and Allcare terminated. After extensive discussions spanning nearly two months, the parties ultimately agreed on the terms of the Settlement Agreement. The Debtors agreed to terminate the Employment Agreements, which termination contains reservations of the Debtors' rights to enforce certain of its contractual rights under the Employment Agreements. The Debtors agree to a termination of the restrictive covenants with Messrs. Rocco and Burdi effective as of Jan. 31, 2014, rather than July 10, 2015, the date the Debtors believe the covenants would otherwise terminate and a limited release solely related to these claims. In exchange, the Debtors' estates will receive a payment of $400,000. About Landauer Healthcare Home medical equipment provider Landauer Healthcare Holdings, Inc., sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12098) on Aug. 16, 2013, with a deal to sell all assets to Quadrant Management Inc. for $22 million, absent higher and better offers. The Company has 32 operating locations, with 50% of inventory concentrated in Mount Vernon, New York; Great Neck, New York; Warwick, Rhode Island; and Philadelphia, Pennsylvania. Landauer, which derives revenues by reimbursement from insurers, Medicare and Medicaid, reported net revenues of $128.5 million in fiscal year ended March 31, 2013. Landauer disclosed $2,978,495 in assets and $53,636,751 in liabilities as of the Chapter 11 filing. The Debtors are represented by Justin H. Rucki, Esq., Michael R. Nestor, Esq., and Matthew B. Lunn, Esq., at Young Conaway Stargatt & Taylor LLP, in Wilmington, Delaware; John A. Bicks, Esq., at K&L Gates LLP, in New York; and Charles A. Dale III, Esq., and Mackenzie L. Shea, Esq., in Boston, Massachusetts. Carl Marks Advisory Group serves as the Debtor's financial advisors, and Epiq Systems as claims and notice agent. Maillie LLP serves as the Debtors' tax accountants. The Debtor filed a Chapter 11 restructuring plan that would transfer ownership of the home medical supply company to Quadrant Management Inc., whose $22 million bid for the company went unchallenged. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed five members to the official committee of unsecured creditors in the Chapter 11 cases. The Committee retained Landis Rath & Cobb LLP as counsel. Deloitte Financial Advisory Services LLP serves as its financial advisor. On Feb. 27, 2014, the Court granted the Debtors' motion to amend the case caption used in their Chapter 11 cases to LMI Legacy Holdings Inc., et al., in accordance with the corporate name change of Landauer Healthcare Holdings, Inc., to LMI Legacy Holdings Inc. LANGUAGE LINE: Moody's Affirms 'B2' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service affirmed Language Line Holdings, LLC's B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating, and assigned B1 and Caa1 ratings to the company's proposed first and second lien credit facilities, respectively. The ratings outlook is stable. Language Line will use the net proceeds of the proposed credit facilities to refinance existing debt, repay a seller note, and pay a dividend of approximately $53 million to its shareholders. The ratings are subject to final review of the documents. The ratings for Language Line's existing credit facilities will be withdrawn upon repayment and cancellation of the credit facilities. Ratings affirmed: At Language Line Holdings, LLC: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD Outlook -- Stable Ratings assigned: At Language Line LLC $50 million first lien revolver due 2019 -- B1 (LGD3, 34%) $515 million first lien term loan due 2021 -- B1 (LGD3, 34%) $220 million second lien term loan due 2021 -- Caa1 (LGD5, 88%) Ratings Rationale The proposed debt-financed dividend will increase Language Line's total debt to EBITDA (Moody's adjusted, including non-cash stock compensation and capitalized operating leases) by approximately 0.5x. At the same time, the company will benefit from extension of debt maturities, greater cushion under new financial covenant levels and the full availability under its new revolving credit facility. The affirmation of the B2 CFR reflects Moody's expectations that Language Line's revenues will grow by at least the low single digit percentages and its free cash flow should be in the high single digit percentages of total debt over the next 12 to 24 months. Language Line's Corporate Family Rating is weakly positioned in the B2 rating category due to the company's high leverage that is expected to be in the 6.0x to 6.5x range (Moody's adjusted) over the next 12 to 18 months. The company has a short track record of organic annual revenue growth and EBITDA stabilization in 2013, after sustaining erosions in revenues and EBITDA margins over the past several years. Although strong demand from the healthcare vertical should continue to support good call volume growth, Moody's believes that pricing pressure in the core over the phone interpretation (OPI) business will constrain the company's revenue and EBITDA growth. However, the B2 rating is supported by Language Line's good projected free cash flow and Moody's expectation that the company will allocate a portion of its free cash flow to reduce debt. The company still generates healthy EBITDA margins and it has low working capital and capital expenditures requirements that will continue to support good free cash flow generation. In addition, Moody's believes that growing call volumes and operating efficiencies resulting from the implementation of an upgraded IT platform should provide additional cushion to absorb pricing pressure and increasing wages. The B2 rating is further supported by Language Line's low customer revenue concentration and its competitive advantage from its significantly greater scale relative to its competitors in the niche OPI market in the North America region. The stable ratings outlook is based on Moody's expectations of good levels of free cash flow and debt reduction from free cash flow. Language Line's leverage should trend toward 6.0x (Moody's adjusted) by mid 2015 and Moody's expects the company to maintain stable EBITDA levels (excluding variability in non-cash stock compensation expense). The ratings could be downgraded if Language Line does not make progress toward reducing total debt to EBITDA to below 6.0x (Moody's adjusted). The ratings could be lowered if revenues and earnings decline, or weak operating performance leads Moody's to believe that total debt to EBITDA is unlikely to sustained below 6.0x. In addition, degradation of liquidity or decline in free cash flow to the low single digit percentages of total debt for a protracted period could result in a downgrade of the ratings. Given the headwinds in the business and Language Line's elevated leverage a ratings upgrade is not anticipated in the intermediate term. Moody's could raise Language Line's ratings over time if the company demonstrates sustained growth in revenues and earnings and if Moody's believes that financial policies will be more balanced between shareholders and debtholders. The ratings could be upgraded if Moody's believes that the company will maintain total debt to EBITDA (Moody's adjusted) below 4.5x times and free cash flow to debt of more than 10%. California-based Language Line primarily provides over-the-phone interpretation, onsite interpretation and other language services. The company is controlled by ABRY Partners, LLC and reported revenues of $320 million in 2013. 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. LANGUAGE LINE: S&P Raises CCR to 'B' on Refinancing --------------------------------------------------- Standard & Poor's Ratings Services raised its ratings, including its corporate credit rating on Monterey, Calif.-based interpretation service provider Language Line Holdings LLC to 'B' from 'B-'. The outlook is stable. At the same time, S&P assigned the company's proposed $565 million secured first-lien credit facility its 'B' issue-level rating, with a recovery rating of '3', indicating S&P's expectation for a meaningful (50%-70%) recovery in the event of a payment default. The secured first-lien credit facility includes a $50 million revolving credit facility and a $515 million first-lien term loan. S&P also assigned the company's proposed $220 million secured second-lien term loan its 'CCC+' issue-level rating, with a recovery rating of '6', indicating S&P's expectation for a negligible (0%-10%) recovery in the event of a payment default. The upgrade reflects Language Line's increased margin of compliance under its proposed credit agreement with its maximum leverage covenant. While the net total leverage covenant level has not been determined, S&P expects that it will be set at a level that provides the company an EBITDA cushion of compliance greater than 20%. Under the previous credit agreement, the company's EBITDA cushion of compliance was less than 10%. The company has also been able to reverse its declining revenue trend, as it achieved 3.7% organic revenue growth in 2013 after declining 3.6% in 2012. In S&P's view, Language Line has a "weak" business risk profile. Although Language Line is a leading outsourced OPI (over-the-phone interpretation) provider, in-house interpretation capabilities can be more economical for companies in Language Line's targeted industries, which include health/medical, government, financial, and insurance. The alternative to insource, as well as the presence of other competitors, has resulted in a consistent low- single-digit percent pricing decline for the company over the last three years. S&P expects that this pricing decline will continue, especially as demand for English-to-Spanish interpretation grows. Spanish interpretation currently makes up more than 60% of the company's total billed minutes. In addition to pricing pressure, CPM (cost per minute) increased 3.3% pro forma for the 2012 acquisition of Pacific Interpreters. S&P expects the combination of pricing pressure and higher costs to continue in 2014 and result in a significant decrease in EBITDA and the EBITDA margin. However, S&P do expect the company to achieve high-single-digit percent growth in OPI minutes in 2014, which will partially offset the pricing pressure and increased costs. The company achieved pro forma growth of 10.5% in OPI minutes in 2013, which despite per-minute price declines, resulted in organic revenue growth of 3.7%. S&P views Language Line's financial risk profile as "highly leveraged" based on its adjusted leverage (which includes adjustments for operating leases and preferred equity) calculation of 6.1x. Given the low capital intensity of the business and S&P's expectation of minimal acquisitions, it believes that the company will generate significant discretionary cash flow that could be used to pay down debt. Still, S&P do not expect the company to deleverage below 5x, its threshold for the company at the 'B' rating, in the intermediate term. S&P views the company's management and governance as "weak," given its history of paying dividends when operating performance was weak and its covenants were tightening. The proposed refinancing includes a $53 million dividend, which is likely to consume one to two years of discretionary cash flow. MCC FUNDING: Files List of 10 Unsecured Creditors ------------------------------------------------- MCC Funding LLC filed with the U.S. Bankruptcy Court for the Southern District of New York a list of its largest unsecured creditors: Entity Claim Amount ------ ------------ Bingham Greenebaum Doll 3913 Solutions Center Chicago, IL 60677-3009 Unknown Dickinson Wright 150 E. Gay Street Suite 2400 Columbus, OH 43215 Unknown Levett Rockwood 33 Riverside Avenue Westport, CT 06880 Unknown Norris, McLaughlin & Marcus Unknown Northlight Asset Management Unknown Northlight Financial LLC Unknown Northlight GP II LLC Unknown Portigon AG Unknown Post Confirmation Trust of Wes Unknown Trimont Real Estate Advisors Unknown MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24, 2014. The New York-based company estimated $10 million to $50 million in assets and liabilities. Scott A. Steinberg, Esq., at Law Offices of Scott A. Steinberg, in Uniondale, New York, serves as counsel. MCC FUNDING: Sec. 341 Meeting Adjourned to May 12 ------------------------------------------------- The meeting of creditors in the Chapter 11 case of MCC Funding LLC originally scheduled for April 28, 2014, at 2:30 p.m. has been adjourned to May 12, 2014, at 2:30 p.m. at the Office of the United States Trustee, 80 Broad Street, 4th Floor, New York , New York 10004. MCC Funding LLC filed a bare-bones Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-10782) in Manhattan on March 24, 2014. The New York-based company estimated $10 million to $50 million in assets and liabilities. Scott A. Steinberg, Esq., at Law Offices of Scott A. Steinberg, in Uniondale, New York, serves as counsel. MEDICURE INC: Comments on Recent Trading Activity ------------------------------------------------- Medicure Inc. reports that, in view of the recent market activity in the Company's stock, the Investment Industry Regulatory Organization of Canada has contacted the Company in accordance with its usual practice. Although the Company ordinarily does not comment on market activity or market speculation, the Company is aware of the increased market activity in its common stock subsequent to the Company's most recent press releases, including the announcement of March 26, 2014, relating to the financial results from the third quarter fiscal 2014 and the announcement of April 14, 2014, relating to the Company's advisory services agreement with Knight Therapeutics Inc. "Over the past several years the Company has been exploring opportunities to grow its business through acquisition. The Company is currently pursuing one specific opportunity, under which the Company would be a party to an acquisition. There is no assurance that this potential transaction, or any other transaction, is going to be completed," the Company said in a statement. The Company clarifies that the transaction contemplated is subject to, among other things, the negotiation and execution of a definitive binding agreements and other documentation, approval of the board of directors of the Company and that of the other parties to the transaction, and the completion of remaining due diligence activities. There can be no assurance that these conditions precedent, or any other conditions precedent, will be satisfied. About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. Medicure Inc. incurred a net loss of C$2.57 million on C$2.60 million of net product sales for the year ended May 31, 2013, as compared with net income of C$23.38 million on C$4.79 million of net product sales during the prior fiscal year. The Company's balance sheet at Nov. 30, 2013, showed C$3.25 million in total assets, C$8.52 million in total liabilities and a C$5.27 million total deficiency. Ernst & Young, LLP, in Winnipeg, Canada, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2013. The independent auditors noted that Medicure Inc. has experienced losses and has accumulated a deficit of $125,877,356 since incorporation and a working capital deficiency of $2,065,539 as at May 31, 2013 that raises substantial doubt about its ability to continue as a going concern. MOMENTIVE PERFORMANCE: S&P Withdraws 'D' Corp. Credit Rating ------------------------------------------------------------ Standard & Poor's Ratings Services withdrew all its ratings on Albany, N.Y.-based Momentive Performance Materials Inc., including the 'D' corporate credit rating. MOMENTIVE PERFORMANCE: 2014 Incentive Plan Okayed in March ---------------------------------------------------------- According to a March 27 regulatory filing, the Compensation Committee of the Board of Directors of Momentive Performance Materials Inc. and the Compensation Committee of the Board of Managers of Momentive Performance Materials Holdings LLC, the Company's indirect parent company approved the 2014 annual incentive compensation plan for the Company. The Company's named executive officers and other specified members of management are eligible to participate in the 2014 IC Plan. Under the 2014 IC Plan, named executive officers have the opportunity to earn cash bonus compensation based upon the achievement of certain division or Parent performance targets established with respect to the plan. The performance targets are established based on the following performance criteria: EBITDA (earnings before interest, taxes, depreciation and amortization) adjusted to exclude certain non-cash, certain non-recurring expenses and discontinued operations, environment, health & safety targets which measure severe incident factor OSHA recordable injuries and environmental incidents, and cash flow. Targets for Segment EBITDA, EH&S statistics, and cash flow for participants with non-divisional roles are based upon the results of the Parent and its subsidiaries, including our results and the results of Momentive Specialty Chemicals Inc. The performance criteria for participants are weighted by component. Participants have 60 percent of their incentive compensation tied to achieving Parent, division, or business unit Segment EBITDA targets, 10 percent (5 percent SIF OSHA recordable injuries, 5 percent environmental incidents) tied to the achievement of Parent, division or business unit EH&S goals, and 30 percent tied to the achievement of Parent or division cash flow targets. Minimum, lower middle, target, upper middle and maximum thresholds were established for the Segment EBITDA performance criteria. Target and maximum thresholds were established for the SIF performance criteria. Minimum, target and maximum thresholds were established for the environmental incidents and cash flow performance criteria. The payouts for achieving the minimum thresholds are a percentage of the allocated target award for the component (30 percent for Segment EBITDA and 50 percent for cash flow and EH&S). The payouts for achieving the maximum thresholds are 175 percent or 200 percent of the allocated target award, depending on the executive's position. Each performance measure under the 2014 IC Plan acts independently such that a payout of one element is possible even if the minimum target threshold for another is not achieved. Any payments under the 2014 IC Plan are subject to the prior approval of audited annual financial results. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. MONEYGRAM INTERNATIONAL: S&P Revises Outlook & Affirms BB- ICR -------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its outlook on MoneyGram International to negative from stable. At the same time, S&P affirmed its issuer credit rating and senior secured issue rating at 'BB-'. Wal-Mart has reached an agreement with Ria Financial Services, a subsidiary of Euronet Worldwide Inc., to provide Wal-Mart-to-Wal- Mart U.S.-only money transfers at more than 4,000 of its stores at a cost below MoneyGram's existing Wal-Mart prices. "We believe that the new service, which will become available April 24, will directly affect MoneyGram's U.S. Wal-Mart-to-Wal- Mart money transfer business, which represents about 13% of MoneyGram's total company revenue," said Standard & Poor's credit analyst Igor Koyfman. When Wal-Mart commissions are deducted, it will result in about a 9% reduction to gross profit. (S&P notes that this new agreement with Ria does not affect MoneyGram's U.S.- to-international money transfer services.) Wal-Mart-related transactions represented about 26% of MoneyGram's total revenue during the fourth quarter of 2013. Accounting for Wal-Mart's new offering, S&P expects that Wal-Mart will still contribute about 10%-15% of MoneyGram's total revenue--a large portion of which will be U.S. to international--over the next two years. This level of agent-client concentration is a risk because if the relationship was discontinued, it would hurt the company's financial results. S&P also believes that large agents can constrain profits by influencing product pricing or demanding additional financial concessions. At this point, MoneyGram stated that it won't lower pricing at its Wal-Mart locations. It remains unclear if MoneyGram will take future pricing actions at the remainder of its 31,000 U.S. agents. The negative outlook reflects an increasingly competitive money transfer industry, which S&P believes could counteract any material benefit in earnings that relate to moderate improvements in the global economy and an increase in MoneyGram's global agent locations. The new competitive environment creates uncertainty over the next 12 months in terms of MoneyGram's market share, profitability, and cash flow. S&P could lower our ratings on MoneyGram if its leverage exceeds 4.5x on a sustained basis. In S&P's view, this could occur if financial performance deteriorates beyond our expectations as a result of competition, the company incurs higher-than-expected compliance costs, or it issues additional debt to finance a payout to shareholders. (S&P adjusts EBITDA for nonrecurring items and debt for non-cancellable operating leases and unfunded postretirement benefits.) S&P could affirm the ratings and assign a stable outlook if it believes that the company will sustain leverage below 4.5x. Over the next 12 months, S&P will continue to review the company's financial performance in light of the lower-priced money transfers offered by Ria at Wal-Mart. S&P could also upgrade MoneyGram if THL's and Goldman Sachs's future exit strategy doesn't result in significantly higher leverage and the company sustains leverage below 3x. MONTANA ELECTRIC: Case Conversion Hearing Continued Sine Die ------------------------------------------------------------ Bankruptcy Judge Ralph B. Kirscher signed off on a stipulation between Southern Montana Electric Generation and Transmission Cooperative, Inc., and Fergus Electric Cooperative, Inc. and Beartooth Electric Cooperative, Inc. (Member Cooperatives), to continue without date the Member Cooperatives' motion to convert the case to Chapter 7. The hearing scheduled for April 15, 2014 was vacated. The stipulation also provided that in the event the Debtor's plan is not confirmed, then the Member Cooperatives will give notice to the Court and interested parties of the need to reschedule the hearing. As reported in the Troubled Company Reporter on Feb. 7, 2014, Fergus Electric, and Beartooth Electric said that any plan of reorganization, whether the noteholders' or the trustee's, is doomed because, among other things: (i) it necessarily depends upon assumption of two distinct but related non-assumable contracts, the membership contracts and their wholesale power contracts with the Debtor; (ii)even if assumable in the abstract, assumption would impermissibly modify them. The contracts, Fergus and Beartooth said, are not assumable. The trustee and, more recently, the noteholders, have proposed plans which would repay the noteholders by forcing the Debtor to remain in business over the wishes of its members, charging rates determined, not by the Debtor's board, but by someone else. On Jan. 15, 2014, the Court approved the stipulation between noteholders Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc., as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America, the Debtor, and members Beartooth, Fergus, Mid-Yellowstone Valley Electric Cooperative, Inc., and Tongue River Electric Cooperative, Inc., for temporary stay of litigation and for additional extension of the deadline from Jan. 17, to Feb. 3, 2014, to respond to motion to convert the case to Chapter 7. The parties agreed to refrain from taking adverse action against one another until Feb. 3, 2014, in order to facilitate ongoing settlement discussions among the parties. On Feb. 3, 2014, the parties further sought to extend the deadline and to continue to stay all litigation by filing with the Court another stipulation. The parties consented to the Court vacating without date the Feb. 3, 2014 deadline for all parties to respond to the conversion motion, and vacating without date the Feb. 25, 2014 hearing set before the Court on that motion in order to facilitate continuing settlement discussions among the parties with the understanding that the members may later renotice a new hearing date and request a new deadline for filing objections to the conversion motion. The Court approved the stipulation on Feb. 4, 2014. The Court required the parties to file by March 11, 2014, a report on the status of ongoing negotiations and at that time, if the matter is not resolved, request a deadline to respond to the pending conversion motion. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. MONTANA ELECTRIC: Hearing on Plan Outline Continued Until May 20 ---------------------------------------------------------------- The Bankruptcy Court continued until May 20, 2014, at 9:00 a.m., the hearing on the adequacy of the Disclosure Statement explaining the Chapter 11 Plan for Southern Montana Electric Generation and Transmission Cooperative, Inc. The hearing was previously scheduled for April 15. Two plans are currently on file with the Court: -- On one side is the liquidating plan filed by Beartooth Electric Cooperative, Inc., Fergus Electric Cooperative, Inc., Mid-Yellowstone Electric Cooperative, Inc. and Tongue River Electric Cooperative, Inc., each a member cooperative in the Debtor. The Member Cooperatives on Dec. 31 filed the Second Amended Disclosure Statement for Member Cooperatives' Plan of Liquidation for Southern Montana Electric Generation and Transmission Cooperative, Inc. -- On the other is the Plan of Reorganization for the Cooperative filed Dec. 17, by The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America. The Troubled Company Reporter on March 11, 2014, published a summary of the competing plans. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. MONTANA ELECTRIC: Ch.11 Trustee's Bid to Value Security Vacated --------------------------------------------------------------- The Bankruptcy Court approved a stipulation between Southern Montana Electric Generation and Transmission Cooperative, Inc., and secured creditors vacating the motion of Lee A. Freeman, the Chapter 11 trustee, for valuation of security. The Court also ordered that the hearing on the Chapter 11 trustee's motion, scheduled for April 15, 2014, is vacated and continued without date. The Chapter 11 trustee had asked the Court to determine the value of the claim secured by a lien on property of the Debtor's estate. The secured creditors commonly referenced as the Noteholders consist of The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor-in-interest to Forethought Life Insurance Company, and Modern Woodmen of America. The parties agree that in the event that the Debtor's plan is not confirmed, the parties reserve the right to notify the Court to request the re-setting of a hearing on the motion. The basis for the stipulation is that, in light of the agreement in principal reached between the Debtor and the Noteholders for the treatment of the allowed secured claim of the Noteholders within a Debtor plan of reorganization (to be filed), a hearing on the motion is not necessary at this time. As reported in the Troubled Company Reporter on July 19, 2013, U.S. Bank National Association, as indenture trustee under the Indenture of Mortgage, Security Agreement and Financing Statement dated as of Feb. 26, 2010, requested that the Court reject the request filed by the Chapter 11 trustee seeking valuation of the collateral. U.S. Bank also joined in the objection of The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor-in-interest to Forethought Life Insurance Company and Modern Woodmen of America to the Chapter 11 trustee's motion for valuation. Joshua I. Campbell, Esq., at Jardine, Stephenson, Blewett & Weaver, P.C., represents the indenture trustee as counsel. U.S. Bank, as Indenture Trustee, and certain holders consisting of Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America, filed a claim (Claim No. 69) allegedly secured by collateral valued at $5,600,000. In support of the value, U.S. Bank submitted expert reports. About Southern Montana Electric Based in Billings, Montana, Southern Montana Electric Generation and Transmission Cooperative, Inc., was formed to serve five other electric cooperatives. The city of Great Falls later joined as the sixth member. Including the city, the co-op serves a population of 122,000. In addition to Great Falls, the service area includes suburbs of Billings, Montana. Southern Montana filed for Chapter 11 bankruptcy (Bankr. D. Mont. Case No. 11-62031) on Oct. 21, 2011. Southern Montana estimated assets of $100 million to $500 million and estimated debts of $100 million to $500 million. Timothy Gregori signed the petition as general manager. Malcolm H. Goodrich, Esq., and Maggie W. Stein, Esq., at Goodrich Law Firm, P.C., in Billings, Montana, serve as the Debtor's counsel. After filing for reorganization in October, the co-op agreed to a request for appointment of a Chapter 11 trustee. Lee A. Freeman was appointed as the Chapter 11 trustee in December 2011. He is represented by Joseph V. Womack, Esq., at Waller & Womack, and John Cardinal Parks, Esq., Bart B. Burnett, Esq., Robert M. Horowitz, Esq., and Kevin S. Neiman, Esq., at Horowitz & Burnett, P.C. Harold V. Dye, Esq., at Dye & Moe, P.L.L.P., in Missoula, Montana, represents the Unsecured Creditors' Committee as counsel. On Nov. 26, 2013, the Bankruptcy Court removed Mr. Freeman as Chapter 11 trustee for SME, at the behest of Fergus Electric Cooperative Inc. Judge Ralph Kirscher said changed circumstances, such as agreement among the co-op's members on a liquidation plan, eliminate the need for a trustee. Fergus and Beartooth Electric Cooperative, Inc., have asked the Court to convert SME's Chapter 11 case to one under Chapter 7 of the U.S. Bankruptcy Code. Two plans are currently on file with the Court: -- On one side is the liquidating plan filed by Beartooth Electric Cooperative, Inc., Fergus Electric Cooperative, Inc., Mid-Yellowstone Electric Cooperative, Inc. and Tongue River Electric Cooperative, Inc., each a member cooperative in the Debtor. The Member Cooperatives on Dec. 31 filed the Second Amended Disclosure Statement for Member Cooperatives' Plan of Liquidation for Southern Montana Electric Generation and Transmission Cooperative, Inc. -- On the other is the Plan of Reorganization for the Cooperative filed Dec. 17, by The Prudential Insurance Company of America, Universal Prudential Arizona Reinsurance Company, Prudential Investment Management, Inc. as successor in interest to Forethought Life Insurance Company, and Modern Woodmen of America. The Member Cooperatives' Plan provides for the prompt and complete liquidation and dissolution of the Debtor. A Liquidating Agent will be appointed to manage the Debtor's liquidation; Highwood Generating Station and other collateral is surrendered to the primary secured creditors, the Noteholders; the Members' All- Requirements Contracts with Debtor are rejected and terminated; and, the Debtor's power contract with Western Area Power Administration is assigned in agreed allocated shares to the participating Members. A copy of the Second Amended Disclosure Statement explaining the Members' Plan is available at no extra charge at: http://bankrupt.com/misc/SOUTHERNMONTANA2ds.pdf The Noteholders' Plan provides for the continued operation of the Debtor. The Plan retains for the benefit of the Estate (and improves upon) the terms of a negotiated settlement between the Noteholders and the Chapter 11 Trustee which resolves the issue of the value of the Noteholders' collateral and under which the Noteholders' current claim for a $46 million "make-whole amount" is waived. A copy of the Disclosure Statement explaining the Noteholders' Plan is available at no extra charge at: http://bankrupt.com/misc/SOUTHERNMONTANAds.pdf The Member Cooperatives and their counsel are: Tongue River Electric Cooperative, Inc., represented by Jeffery A. Hunnes, Esq., at Guthals, Hunnes & Reuss, P.C.; Mid-Yellowstone Electric Cooperative, Inc., represented by Gary Ryder, Esq.; Fergus Electric Cooperative, Inc., represented by John Paul, Esq., at Law Office Of John P. Paul, PLLC, and Robert K. Baldwin, Esq., and Trent M. Gardner, Esq., at Goetz, Baldwin & Geddes, P.C.; and Beartooth Electric Cooperative, Inc., represented Laurence R. Martin, Esq., and Martin S. Smith, Esq., at Felt, Martin, Frazier & Weldon, P.C. Counsel for the Noteholders are: Steven M. Johnson, Esq., at Church, Harris, Johnson & Williams, P.C., and Jonathan B. Alter, Esq., and Steven Wilamowsky, Esq., at Bingham McCutchen LLP. MOONLIGHT APARTMENTS: Has Final Nod to Use Cash Collateral ---------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas entered a final order authorizing Moonlight Apartments, LLC, to use cash collateral and designating the case as a single asset real estate case. Management company GreyStar may use Cash Collateral to pay pre- petition ordinary course obligations and expenses incurred in the operation of the apartment complex in Gardner, Kansas, including reasonable management and receiver fees. The operating accounts of the Real Property and any debtor-in-possession accounts that Debtor may open will be at Landmark National Bank and the account will be designated debtor-in-possession accounts. First Capital Corporation will (i) have a replacement security interest and liens in the same type of assets acquired post- petition by Debtor to the same extent that First Capital held a valid security interest prior to the filing date up to the amount of the Debtor's debt to First Capital; (ii) be entitled to a super priority administrative claim for any diminution in its collateral position from the Petition Date; and (iii) receive a $92,000 monthly adequate protection payment to be paid by 15th day of each month. If First Capital is not paid in full, or such other amount as First Capital agrees, within 120 days of the Petition Date, then on the 121st day (May 29, 2014), (i) First Capital will have relief from the automatic stay to complete the foreclosure sale by the Sheriff of Johnson County, Kansas; (ii) Debtor and its principals won't oppose, and are prohibited from opposing, the completion of the foreclosure sale; (iii) the Debtor will reasonably cooperate with First Capital and the successful purchaser of the collateral with respect to any ownership transition issues that may result from the foreclosure sale; and (iv) all remaining cash collateral will be immediately surrendered to First Capital and relief from the automatic stay will be granted so that the same may be applied to the pre-petition indebtedness and used in the continued operation of the Real Property and Complex. On Feb. 13, 2014, the Debtor asked the Court to extend the deadline for the Debtors to file its schedules of assets and liabilities. The motion was granted on Feb. 18, 2014. After the Debtor filed its summary of schedules of assets and liabilities on Feb. 24, 2014, the Debtor filed a second motion seeking further extension of the deadline to file schedules on the same date. The Court granted the second motion on Feb. 25, 2014. The Court entered on Feb. 25 an order to correct defective pleadings, stating that, among other things, the Chapter 11 plan and the disclosure statement are due by May 28, 2014. The Court ordered that these documents need to be filed: Corporate Ownership, Equity Security Holders List and Matrix and Verification. The Clerk of the Court will take no further action and no hearing will be scheduled "until the filer corrects the deficiency within 14 days of the date hereof." The Sec. 341 meeting was rescheduled on March 21, 2014, at 11:00 a.m. About Moonlight Apartments, LLC Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28, 2014. The Overland Park, Kansas-based company disclosed $28,631,756 in assets and $26,125,713 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at Jochens Law Office, Inc., in Kansas City. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due May 28, 2014. No committee of creditors or equity security holders has been appointed in this case. MOONLIGHT APARTMENTS: First Capital's Plea to Modify Stay Okayed ---------------------------------------------------------------- The Hon. Robert D. Berger of the U.S. Bankruptcy Court for the District of Kansas entered an agreed order on April 1, 2014, modifying, at the behest of First Capital Corporation, the automatic stay with respect to property owned by a non-debtor in the Chapter 11 case of Moonlight Apartments, LLC. The Debtor consented to First Capital's motion. First Capital is allowed to take steps necessary for it to enforce its rights under applicable non-bankruptcy law with respect to certain real property in Edgerton, Kansas, in the State Court Action, including the foreclosure of its liens and interests in the real property, provided that First Capital won't conduct any foreclosure sale in the State Court Action until after the sherriff's sale related to the real property consisting of multi- family residential property in Gardner is confirmed in the State Court Action. First Capital won't have relief from the automatic stay to confirm that sale until after May 28, 2014. Prior to the Petition Date, First Capital's predecessor Citizens Bank, N.A., loaned money to the Debtor with respect to the construction of the apartment complex on the Real Property pursuant to the terms and conditions of various loan agreements and documents. The loans were secured, in part, by both the Real Property, property incidental thereto, as well as the rents generated from the apartment complex. In addition to the property owned by the Debtor, Kings Gates Investments, LLC, pledged the Edgerton Property, which is made up of raw ground, to secure the loans. On Nov. 27, 2012, Citizens initiated a lawsuit against Debtor and other non-debtor parties by filing its Verified Petition in the District Court of Johnson County, Kansas. Citizens initiated the State Court Action on account of the Debtor's uncured defaults under the Loan Documents, including the maturity of the underlying loans, and sought, among other things, to foreclose on the Edgerton Property. The petition in the State Court Action was amended to include defendants Timothy Gates and Agnes Gates Realty, Inc., fka Agnes Gates Realty, P.A., who asserted an interest in the Edgerton Property. As the State Court Action proceeded towards trial, Citizens and Debtor entered into settlement negotiations and ultimately consummated a settlement. As part of that settlement, the Debtor, Kings Gate, and their respective principals agreed to the entry of a stipulated judgment, which would be stayed while the Debtor attempted to complete refinancing. The settlement also provided that if certain benchmarks were not reached, then Citizens may proceed forward with the foreclosure of the Edgerton Property. The Gates Defendants were not a party to the Stipulated Judgment and the foreclosure of the Edgerton Real Property also remained subject to the determination of the Gates Defendants' interests. On Aug. 19, 2013, the State Court entered the stipulated journal entry of judgment, which established that any interest the Debtor had was subordinate and inferior to First Capital as well as providing for the foreclosure of the Edgerton Property subject to the determination of the Gates Defendants' interests in the same. The various benchmarks were extended on two occasions to provide the Debtor additional time to complete its refinancing. The last extension expired on Oct. 31, 2013. Shortly thereafter and as contemplated by the settlement, Citizens commenced sale proceedings in the State Court Action. Citizens merged with Landmark National Bank. The Debtor's loan, including all notes, mortgages, assignment of rents, judgments, and settlement agreements were assigned to First Capital as part of the merger transaction. The Gates Defendants have conceded that their interests are inferior to First Capital's liens in the Edgerton Property. Accordingly, the foreclosure of the Edgerton Property may now proceed. Out of an abundance of caution, however, First Capital requested to eliminate any doubt that the automatic stay would prevent the same. First Capital is represented by: Eric L. Johnson, Esq. Spencer Fane Britt & Browne LLP 1000 Walnut, Suite 1400 Kansas City, Missouri 64106-2140 Tel: (816) 474-8100 Fax: (816) 474-3216 E-mail: ejohnson@spencerfane.com About Moonlight Apartments, LLC Moonlight Apartments, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Kansas Case No. 14-20172) in Kansas City on Jan. 28, 2014. The Overland Park, Kansas-based company disclosed $28,631,756 in assets and $26,125,713 in liabilities as of the Chapter 11 filing. The Debtor is represented by attorneys at Jochens Law Office, Inc., in Kansas City. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due May 28, 2014. No committee of creditors or equity security holders has been appointed in this case. MSC HOLDINGS: Moody's Assigns B2 CFR & Rates $225MM Debt B3 ----------------------------------------------------------- Moody's Investors Service assigned MSC Holdings, Inc. a B2 Corporate Family Rating, B2-PD Probability of Default Rating, and B3 rating on the proposed $225 million first lien term loan. The rating outlook is stable. The B2 Corporate Family Rating considers MSC's aggressive balance sheet management, limited cash flow generation, geographic concentration, and relatively small revenue base. The proceeds from the proposed $225 million first lien term loan will be used to pay down its outstanding ABL balance, repay Subordinated Seller Notes and pay earn-outs related to prior acquisitions. This is the first time Moody's has rated MSC Holdings, Inc. and the following ratings were assigned: Corporate Family Rating, assigned B2; Probability of Default Rating, assigned B2-PD; Proposed $225 million First Lien Term Loan, due 2021, assigned B3 (LGD4, 66%) Ratings Rationale The B2 Corporate Family Rating takes into consideration MSC's aggressive balance sheet management which has resulted in a high pro forma debt leverage of 5x. Moreover, the rating is pressured by MSC's acquisitive nature and the company's strategy to finance acquisitions with debt which is expected to keep debt leverage elevated over the next 12-18 months. The rating also considers the need to implement operational improvements, breakeven or negative free cash flow generation, as well as limited size and scale. At the same time, the B2 Corporate Family Rating benefits from decent interest coverage (EBITDA-CAPEX/Interest expense) of close to 4x. Further, end market demand, especially in the new residential construction segment which represents about 40% of revenues, provides support for the B2 rating. Additionally, price advantage over big box stores and potential for private label products growth are expected to benefit the company's financial performance. The stable outlook reflects Moody's view that the company's credit metrics continue to improve over the next 12-18 months. The ratings could be downgraded or outlook changed to negative if MSC's debt leverage increases above 5.5x on a sustained basis, EBITDA margins decline, and/or the company's liquidity profile deteriorates. The ratings could be upgraded or outlook changed to positive if the company expands its size and scale, improves credit metrics considerably (including debt/EBITDA below 4x), and generates positive free cash flow. MSC Holdings, Inc. is headquartered in Fort Worth, Texas, and is a distributor of plumbing and HVAC products to professional contractors in residential construction, non-residential construction, and municipal end markets. The company was acquired by funds affiliated with Advent International Corporation ("Advent") in November 2011. Pro forma revenues for 2013 are estimated to be $937 million. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. MT. LAUREL LODGING: Says Bank Suit v. Owner Should Be Barred ------------------------------------------------------------ Mt. Laurel Lodging Associates, LLP, filed an adversary proceeding against The National Republic Bank of Chicago, requesting for an extension of the automatic stay in the Debtor's chapter 11 case for the benefit of Bharat Patel or; alternatively, enjoining NRB from continuing to litigate its claims against the owner Bharat Patel pending in the U.S. District Court for the Northern District of Illinois. The Debtor argues that (a) NRB's continuation of its claims against Bharat Patel will impair the Court's jurisdiction over the Chapter 11 case; (b) the Debtor has a reasonable likelihood of successfully reorganizing; and (c) granting a temporary injunction precluding NRB from continuing to pursue its claims against Bharat Patel will serve the public interest. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq., and James P. Moloy, Esq., at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville, New Jersey. MT. LAUREL LODGING: Court Says Hilton Garden Worth $19,600,000 -------------------------------------------------------------- Bankruptcy Judge Robyn L. Moberly determined that the value of Mt. Laurel Lodging's hotel -- a Hilton Garden Inn in Mount Laurel, New Jersey -- is $19,600,000. The Debtor has moved the Court for a hearing to determine the value of the secured claim of The National Republic Bank of Chicago, primary lender. NRB has filed a secured claim in the amount of $22,794,584. Bharat Patel, the Debtor's general partner and 50% owner, testified that the hotel was worth "at most" $19,000,000. As reported in Troubled Company Reporter on Jan. 15, 2014, the Debtor has said NRB erroneously alleged that the Debtor cannot confirm a plan over its objection and the Court must not value the Debtor's hotel until the plan confirmation hearing. According to the Debtor, determining whether it can confirm a plan over NRB's objection is premature at this stage of the case and irrelevant to the Debtor's request to value NRB's secured claim. NRB objected the Debtor's motion for valuation of claim, stating that, among other things: A. it is extremely unlikely the Debtor will treat NRB as "undersecured;" B. the Debtor must be required to file a plan setting forth the Debtor's proposed value for the collateral; and C. collateral valuation should occur at the time of confirmation of a plan and the valuation process must not commence until a plan has been filed. The bank had said the Debtor must be required to file its proposed plan by Jan. 10, 2014, and the plan must indicate the Debtor's position on the value of NRB's collateral, and whether the Debtor intends to treat NRB as an undersecured or fully secured creditor. Prior to the petition date, the Debtor obtained a loan from NRB on Oct. 25, 2007, in the original principal amount of $15 million to build the Hotel. From January 2009 through October 2011, the Loan Documents were amended six times. The Loan matured on Oct. 23, 2013. About Mt. Laurel Lodging Mt. Laurel Lodging Associates, LLP, and its six affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Case No. 13-bk-11697, Bankr. S.D. Ind.). The case is assigned to Judge Robyn L. Moberly. The petition lists the assets and debt as both exceeding $10 million on the Mount Laurel property. The Debtors are represented by Brian A Audette, Esq., and David M Neff, Esq., at Perkins Coie LLP, in Chicago, Illinois; and Andrew T. Kight, Esq., and Michael P. O'Neil, Esq., at Taft Stettinius & Hollister LLP, in Indianapolis, Indiana. The National Republic Bank of Chicago, a secured creditor, is represented by James E. Carlberg, Esq., and James P. Moloy, Esq., at Bose McKinney & Evans LLP, in Indianapolis, Indiana; and Timothy P. Duggan, Esq., at Stark & Stark, P.C., in Lawrenceville, New Jersey. NAVISTAR INTERNATIONAL: Carl Icahn Stake at 17.6% as of April 15 ---------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Carl C. Icahn and his affiliates disclosed that as of April 15, 2014, they beneficially owned 14,337,524 shares of common stock of Navistar International Corporation representing 17.64 percent of the shares outstanding. The reporting persons previously owned 13,309,735 common shares at July 19, 2013. A copy of the regulatory filing is available for free at http://is.gd/vbGbB3 About Navistar International Navistar International Corporation (NYSE: NAV) -- http://www.Navistar.com/-- is a holding company whose subsidiaries and affiliates subsidiaries produce International(R) brand commercial and military trucks, MaxxForce(R) brand diesel engines, IC Bus(TM) brand school and commercial buses, Monaco RV brands of recreational vehicles, and Workhorse(R) brand chassis for motor homes and step vans. It also is a private-label designer and manufacturer of diesel engines for the pickup truck, van and SUV markets. The Company also provides truck and diesel engine parts and service. Another affiliate offers financing services. Navistar International reported a net loss attributable to the Company of $898 million for the year ended Oct. 31, 2013, a net loss attributable to the Company of $3.01 billion for the year ended Oct. 31, 2012. The Company's balance sheet at Oct. 31, 2013, showed $8.31 billion in total assets, $11.91 billion in total liabilities and a $3.60 billion total stockholders' deficit. * * * In the Oct. 9, 2013, edition of the TCR, Moody's Investors Service affirmed the ratings of Navistar International Corporation, including the B3 Corporate Family Rating (CFR). The ratings reflect Moody's expectation that Navistar's successful incorporation of Cummins engines throughout its product line up will enable the company to regain lost market share, and that progress in addressing component failures in 2010 vintage-engines will significantly reduce warranty expenses. As reported by the TCR on Oct. 9, 2013, Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Illinois-based truckmaker Navistar International Corp. (NAV) to 'CCC+' from 'B-'. "The rating downgrades reflect our increased skepticism regarding NAV's prospects for achieving the market shares it needs for a successful business turnaround," said credit analyst Sol Samson. As reported by the TCR on Jan. 24, 2013, Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for Navistar International Corporation and Navistar Financial Corporation at 'CCC' and removed the Negative Outlook on the ratings. The removal reflects Fitch's view that immediate concerns about liquidity have lessened, although liquidity remains an important rating consideration as NAV implements its selective catalytic reduction (SCR) engine strategy. Other rating concerns are already incorporated in the 'CCC' rating. NEWLEAD HOLDINGS: MGP Asks 700,000 Additional Settlement Shares --------------------------------------------------------------- MG Partners Limited requested 700,000 additional settlement shares pursuant to the terms of a settlement agreement approved by the Supreme Court of the State of New York, Newlead Holdings disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. Following the issuance of the above amount, Newlead Holdings will have approximately 19,443,194 shares outstanding, which outstanding amount includes recent share issuances related to partial exercises of outstanding warrants and partial conversions of outstanding preferred stock. On Dec. 2, 2013, the Supreme Court of the State of New York, County of New York, entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced the Action against the Company on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due indebtedness of the Company, which Hanover had purchased from certain creditors of the Company pursuant to the terms of separate purchase agreements between Hanover and each of those creditors, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company, Hanover and MGP upon execution of the Order by the Court on Dec. 2, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on Dec. 2, 2013, the Company issued and delivered to MGP, as Hanover's designee, 175,000 shares of the Company's common stock, $0.01 par value. Between Jan. 3, 2014, and April 8, 2014, the Company issued and delivered to MGP an aggregate of 6,410,000 (adjusted to give effect to a 1 for 10 reverse stock split effective March 6, 2014) Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. A full-text copy of the Form 6-K report is available for free at: http://is.gd/CUlQzv About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. Newlead Holdings incurred a net loss of $403.92 million on $8.92 million of operating revenues for the year ended Dec. 31, 2012, as compared with a net loss of $290.39 million on $12.22 million of operating revenues for the year ended Dec. 31, 2011. The Company incurred a net loss of $86.34 million on $17.43 million of operating revenues in 2010. As of June 30, 2013, the Company had $84.27 million in total assets, $166.18 million in total liabilities and a $81.91 million total shareholders' deficit. Going Concern Doubt PricewaterhouseCoopers S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has incurred a net loss, has negative cash flows from operations, negative working capital, an accumulated deficit and has defaulted under its credit facility agreements resulting in all of its debt being reclassified to current liabilities, all of which raise substantial doubt about its ability to continue as a going concern. NORTEL NETWORKS: Commissioner Okayed to Oversee Evidence-Taking --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware authorized Nortel Networks Inc., et al., to, among other things: a. issue a letter of request; b. direct the submission of Hague Convention application to permit Philippe Albert-Lebrun to give written evidence for trial; c. appoint Alexander B. Blumrosen, pending the approval of the Ministere de la Justice, as the commissioner to oversee the taking of evidence in connection with the action; d. provide for the U.S. Bankruptcy Court to sign the letter of request and affix the Bankruptcy Court's seal over the signature in the Letter of Request; and e. require that the Clerk of the Bankruptcy Court return the original, signed Letter of Request and order to John T. Dorsey and Jaime Luton Chapman of Young Conaway Stargatt & Taylor, LLP, who will request the Commissioner to file the documents, along with corresponding French translations, with the Ministere de la Justice, Direction des Affaires. The court-appointed administrator and authorized foreign representatives of Nortel Networks UK Limited and certain affiliates located in the region known as EMEA (Europe, Middle East, and Africa) in proceedings under the insolvency Act 1986 pending before the High Court of Justice of England and Wales requested for the relief pursuant to 28 U.S.C. Section 1781 and Article 17 of the Hague Convention. The movants related that the EMEA Debtors and U.K. Pension Claimants subsequently settled the EMEA Claims and U.K. Pension Claims against the U.S. Debtors. As a result, the EMEA Claims and U.K. Pension Claims are no longer before the Court, but remain before the Canadian Court. On March 31, 2014, in accordance with the Joint Trial Protocol, the Joint Administrators disclosed to all parties that they expected to submit an affidavit from Philippe Albert-Lebrun, a former Nortel employee, regarding evidence material to the Allocation Dispute. Mr. Albert-Lebrun is a French national, residing in France, who has been willing at all times to provide evidence voluntarily in the matter. He was deposed in the case on Nov. 21 and 22, 2013. Prior to his deposition, the Joint Administrators were advised that French law prohibits French nationals from giving evidence to be used in foreign proceedings unless that evidence is obtained through the Hague Convention and a French Commissioner is appointed to oversee the taking of evidence. The Joint Administrators were further advised that the prohibition applied even if a French national consented to give evidence on a voluntary basis. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. NUMERICABLE GROUP: Junk Bond Offering Could Raise $11.6BB --------------------------------------------------------- Ben Edwards and Katy Burne, writing for The Wall Street Journal, reported that a French cable operator is preparing what could be the largest junk-bond sale in history -- a sign of investors' ravenous appetite for risk in an era of low rates and a mark of the profound shift in bond financing on a continent that had long borrowed heavily from its banks. According to the report, bankers working on the deal say Numericable Group SA was expected to raise the equivalent of EUR8.4 billion ($11.6 billion) from the bond sale, about EUR2 billion more than initially planned. The Numericable deal would clobber the current record junk-bond sale, the $6.5 billion issue last year by U.S. telecommunications provider Sprint Corp., the report related. So big is the Numericable offering that it was being parceled into several chunks and issued in both dollars and euros. According to a banker working on the deal, the chunks will yield between about 5% and 6.5%. The deal size is plumped by a confluence of factors: Interest rates globally -- and especially in Europe -- are historically low for bond buyers, the report further related. Some risky parts of the market are unusually calm. And revived merger activity means companies need cash to finance takeovers. The cash from the Numericable bond sale is being used by its parent, Luxembourg-based Altice SA, to fund Altice's EUR17 billion acquisition of Vivendi SA's telecom business, SFR, the report said. Junk-rated Altice also is seeking to raise about EUR4 billion from an eight-year bond this week as part of the same purchase. * * * The Troubled Company Reporter, on April 16, 2014, reported that Standard & Poor's Ratings Services said that it affirmed its 'B+' long-term corporate credit ratings on France-based cable operator Numericable Group S.A. and its subsidiaries Ypso Holding Sarl and Altice B2B Sarl. The outlook is stable. NUVILEX INC: Amends $27-Mil. Purchase Agreement with Lincoln Park ----------------------------------------------------------------- Nuvilex, Inc., and Lincoln Park Capital Fund, LLC, entered into a letter agreement amending the terms of the Purchase Agreement and the Registration Rights Agreement to provide an additional 90 days for the Company to file a Registration Statement with the Securities and Exchange Commission regarding the resale of the Common Stock which may be sold to Lincoln Park pursuant to the Purchase Agreement. Except as provided in the letter agreement, the Purchase Agreement and Registration Rights Agreement continue in full force and effect as originally entered into by the parties. On Feb. 14, 2014, Nuvilex entered into a $27,000,000 purchase agreement and a registration rights agreement with Lincoln Park pursuant to which the Company has the right to sell to Lincoln Park up to $27,000,000 in shares of its common stock, subject to certain limitations. About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. The Company's balance sheet at Oct. 31, 2013, showed $4.59 million in total assets, $990,967 in total liabilities and $3.60 million in total stockholders' equity. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. OCEAN 4460: May 14 Hearing on Comerica's Motion to Value Claim -------------------------------------------------------------- The Bankruptcy Court continued until May 14, 2014, at 9:30 a.m., the hearing to consider (i) the motion to value and determine secured status of lien on real property filed by creditor Comerica Bank; (ii) the response filed by Chapter 11 trustee Maria Yip for Ocean 4660, LLC, doing business as Lauderdale Beachside Hotel; (iii) the miscellaneous motion filed by creditors El Mar Associates Inc., and Oceanside Lauderdale. Secured creditor Comerica Bank asked the Bankruptcy Court to (i) allow its $2,248,646 secured claim; (ii) authorize and direct the Chapter 11 trustee to pay the claim. On Dec. 3, 2013, the Debtor's hotel property was sold at a court- approved Section 363 sale to a third party bidder for $17,000,000. On Dec. 12, the Court approved the sale and authorizing an initial distribution of sale proceeds in the amount of $11,941,376. Comerica related that on Feb. 24, 2014, the trustee filed a Plan of Reorganization seeking to distribute the remaining proceeds from the sale of assets, presently estimated at $3,365,000. Comerica asserted that the Debtor's total indebtedness secured exceeded $15 million. In a separate filing, Comerica responded to the Chapter 11 trustee's motion to determine amount of its claim; and the cross- motion of creditors El Mar Associates, Inc., Oceanside Lauderdale, Inc. and Kenneth A. Frank, stating that its counsel Joaquin J. Alemany, Esq., at Holland & Knight LLP, was unable to locate a single case supporting the trustee's and El Mar's view that the hotel must be valued as of the petition date as opposed to the sale date. El Mar et al. stated that Comerica's secured claim must be limited to the value of the Debtor's assets as of the commencement of the case, a value less than $13.2 million, subject to superior interests and costs of disposition. Comerica must, at least, share pro rata with the unsecured creditors in the administrative expenses sought in this case, which will exceed $1 million. On March 28, 2014, the Chapter 11 trustee said that -- even if the Court agrees that Comerica is over-secured and thus entitled to all of its postpetition interest, default interest, attorney's fees and costs -- the Court should determine whether to apply the equity exception contained in Section 552(b)(1) of the Bankruptcy Code to charge Comerica's secured claim with the considerable costs of creating value in the case for its benefit. Ch.11 Trustee Wants Disclosure Statement Waived On Feb. 24, 2014, the Chapter 11 Trustee asked the Bankruptcy Court to waive the requirement to file a disclosure statement explaining the Plan of Reorganization. Contemporaneously with the motion, the Chapter 11 trustee filed a Plan that provides adequate information for creditors to determine their rights. The Chapter 11 trustee said that, with the sale of substantially all of the estate's assets, there are no remaining business operations of the Debtor's estate. The only remaining matters to accomplish in the case are reconciling claims and disbursing the approximately $3,600,000 in remaining proceeds in accordance with the priority scheme set forth in the Bankruptcy Code. According to the Chapter 11 trustee, adding another layer of administrative expenses to the case is unnecessary, and not in the best interests of the Debtor's estate. There is no need to incur the time and expense of preparing and seeking approval of a disclosure statement where all interested parties are intimately familiar with the background of the Debtor and the case. About Ocean 4660 Ocean 4660, LLC, owner of a beachfront property operated as the Lauderdale Beachside Hotel in Lauderdale-by-the-Sea, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-23165) in its hometown on June 2, 2013. Rick Barreca signed the petition as chief restructuring officer. The Lauderdale Beachside Hotel features a beach-front location, two five-story interior corridor buildings (east and west), 147 guest rooms, a beach front tiki bar and grill, a large adjoining restaurant and commercial kitchen space and on-site parking. The restaurant space and the tiki bar and grill are unoccupied. The occupancy rates have generally been between 40 percent and 70 percent occupancy. Room rates are $40 to $80 per night. The Company disclosed $15,762,871 in assets and $16,587,678 in liabilities as of the Chapter 11 filing. Judge John K. Olson presides over the case. The Debtor tapped RKJ Hotel Management, LLC, as hotel manager and RKJ's Rick Barreca as the CRO. The Debtor tapped Genovese Joblove & Battista, P.A. as counsel. Irreconcilable differences prompted the firm to withdraw as counsel in July 2013. The Court approved the appointment of Maria Yip, of Coral Gables, Florida, as Chapter 11 trustee. Drew M. Dillworth, Esq., of the Law firm of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. serves as his counsel. Kerry-Ann Rin, CPA, and the consulting firm of Yip Associates serve as financial advisor, and accountant. The U.S. Trustee has not appointed an official committee of unsecured creditors. ODYSSEY PICTURES: Former Auditor's PCAOB Certification Revoked -------------------------------------------------------------- In an amended Form 8-K filed with the U.S. Securities and Exchange Commission, Odyssey Pictures Corporation disclosed that Mr. Patrick Rodgers, CPA, the Company's prior auditor, had his certification with the Public Company Accounting Oversight Board revoked for reasons unrelated to the Company. Because Mr. Patrick Rodgers is no longer registered with the PCAOB, his consent may no longer be included in the Company's filings and it will be necessary to have the Company's previous years financial statements re-audited by a firm registered with the PCAOB. On Feb. 19, 2014, Odyssey Pictures accepted the resignation of Mr. Rodgers from his engagement to be the independent certifying accountant for the Company. The Company engaged Mr. Terry L. Johnson, CPA, to act as the Company's independent registered public accountant beginning immediately and, specifically, to complete the year-end audit for fiscal year 2012 and 2013. About Odyssey Plano, Tex.-based Odyssey Pictures Corp., during the nine months ended March 31, 2012, realized revenues from the sale of branding and image design products and media placement services. The Company's ongoing operations have consisted of the sale of these branding and image design products, increasing media inventory, productions in progress and development of IPTV Technology and related services. The Company reported net income to the Company of $34,775 for the year ended June 30, 2012, compared with net income to the Company of $60,400 during the prior fiscal year. The Company's balance sheet at March 31, 2013, showed $1.49 million in total assets, $4.05 million in total liabilities and a $2.55 million total stockholders' deficiency. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company may not have adequate readily available resources to fund operations through June 30, 2013, which raises substantial doubt about the Company's ability to continue as a going concern. OUTLAW RIDGE: Case Summary & 8 Unsecured Creditors -------------------------------------------------- Debtor affiliates that filed for Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Outlaw Ridge, Inc. 14-04400 PO Box 9025 Spring Hill, FL 34604 Outlaw Ridge, LLC 14-04401 PO Box 9025 Spring Hill, FL 34604 Type of Business: OR Inc. operates a sand and lime rock mine in Pasco County, Florida. OR LLC owns several parcels of property in Pasco County that is holding for residential development. Chapter 11 Petition Date: April 21, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtors' Counsel: Adam L Alpert, Esq. BUSH ROSS P.A. Post Office Box 3913 Tampa, FL 33601-3913 Tel: 813-224-9255 Fax: 813-223-9620 Email: aalpert@bushross.com Total Total Assets Liabilities --------- ----------- Outlaw Ridge, LLC $1.36MM $2.97MM Outlaw Ridge, Inc. $15.41MM $4.21MM The petitions were signed by John M. Dalfino, manager. Outlaw Ridge, LLC, listed Cadence Bank, N.A., at 4350 W Cypress St., Suite 702, Tampa FL, as its largest unsecured creditor holding a claim of $2,969,973. List of Outlaw Ridge, Inc.'s seven Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Steven and Jennifer Carroll $458,382 15750 Mahoney Drive Spring Hill FL 34610 Joseph and Kimberly Vowell $449,421 15818 Mahoney Drive Spring Hill FL 34610 Casey Joseph-Hart and $306,988 Kimberly D. Vowell 15818 Mahoney Drive Spring Hill FL 34610 Florida Department of Revenue $24,699 Withlacoochee River $0 Electric Cooperative, Inc. Sam's Club Credit $0 Creative Environmental Solutions, Inc. $0 QUEEN ELIZABETH: To Enter Into Mediation on Disputed Matters ------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of New York has directed Queen Elizabeth Realty Corp., to undergo mediation in connection with a matrimonial action, captioned Wu v. Wu, commenced in the State Court in 2009. On Jan. 15, Bryan Cave LLP, on behalf of Dean K. Fong, Esq., as receiver of the property of Phillip Wu, said in a limited objection that in order to address the issues raised in the motion in the most cost-effective manner for the Debtor, its estate, and its creditors, all interested parties must enter into mediation. The Debtor commenced the adversary proceeding captioned Queen Elizabeth Realty Corp. v. Dean K. Fong, Esq., as receiver of the Property of Phillip Wu, Phillip Wu (Individually) and Margaret Wu (Individually), on July 17, 2013. Under the matrimonial action, Margaret Wu is the plaintiff and Phillip Wu is the defendant, and Dean K. Fong, Esq., was appointed receiver under an appointment order dated May 11, 2010, and amended on May 24, 2010, of the Supreme Court of the State of New York for New York County. Subsequently, Margaret Wu and the receiver filed motions to dismiss the case, and the Debtor and Shanghai Commercial Bank Ltd. filed responses. On Oct. 31, 2013, at a hearing on various motions, the Court, among other things, (i) denied the motions to dismiss the case, (ii) directed the receiver to submit an accounting, and (iii) placed the adversary proceeding in administrative suspense until further disposition of the Court. At a status conference held on Jan. 30, 2014, the Debtor and the receiver expressed interest in exploring the possibility of settlement or resolution of the adversary proceeding, the matrimonial action, the POC objection, the trustee appointment motion, any potential objections to the accounting or any requests for a surcharge, and any other actions, claims, and issues related to the foregoing or the case, through a global resolution. About Queen Elizabeth Realty Corp. Queen Elizabeth Realty Corp. filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 13-12335) on July 17, 2013. Jeffrey Wu signed the petition as president. Judge Stuart M. Bernstein presides over the case. Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, serves as the Debtor's counsel. The Debtor disclosed $20 million of total assets and $12 million of total liabilities in its Schedules. The petition was signed by Jeffrey Wu, president of QERC and owner of 1/3 of the Debtor's shares. Jeffrey Wu and Lewis Wu (brothers of Phillip Wu, brothers-in-law of Margaret Wu, each own 1/3 of the shares of the Debtor. QUICKSILVER RESOURCES: Elects Scott Pinsonnault to Board -------------------------------------------------------- Scott Pinsonnault has been elected to Quicksilver Resources Inc.'s board of directors effective April 14, 2014. Mr. Pinsonnault, 43, is currently the chief financial officer of Cubic Energy, Inc., in Dallas, Texas. He has over 17 years of experience in the energy sector, including through previously held roles with Deloitte Financial Advisory Services, SFC Energy Partners, Bridge Associates, LLC, and UniCredit Bank, A.G. Mr. Pinsonnault will serve in the class of directors whose terms expire at the annual meeting of stockholders in 2015. The Board also appointed Mr. Pinsonnault to serve as a member of the Audit, Compensation, Nominating and Corporate Governance and Health, Safety and Environmental Committees of the Board. For 2014, Mr. Pinsonnault is entitled to a pro-rated 2014 annual cash fee of $79,500 and a grant, effective as of April 14, 2014, of $99,000 of restricted stock in accordance with the terms of Quicksilver's Seventh Amended and Restated 2006 Equity Plan. Mr. Pinsonnault received a Bachelor of Science degree in Geology from St. Lawrence University in Canton, New York, a Master of Science degree in Geology from Texas A&M University in College Station, Texas, and an MBA from Tulane University in New Orleans, Louisiana. Mr. Pinsonnault will serve in the class of directors whose terms will expire at the 2015 Annual Meeting of Stockholders. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources reported net income of $161.61 million on $561.56 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $2.35 billion on $709.03 million of total revenue during the prior year. The Company's balance sheet at Dec. 31, 2013, shows $1.36 billion in total assets, $2.37 billion in total liabilities and a $1 billion total stockholders' deficit. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. RE-170 LLC: Creative Use of Chapter 11 May Result in Dismissal -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that although a company named RE-710 developed a creative business plan to acquire properties in foreclosure, its Chapter 11 filing on March 11 was an abuse of the bankruptcy process, according to the U.S. Trustee in Tampa, Florida. Investors in the company bought title to 40 residential properties being sold at foreclosure by homeowners' associations, the report related. Because the associations' liens were subordinate, the properties remained subject to first mortgages in default. The theory of the business was to rent the properties until the mortgage lenders foreclosed, the report further related. Later, the investors tried to keep the properties by negotiating with the lenders on modifying the mortgages. According to court papers filed by the U.S. trustee, the Justice Department's bankruptcy watchdog, RE-710 was formed 18 days before bankruptcy. In the intervening days, titles to the properties were transferred to RE-710, the report said. The U.S. Trustee asked the bankruptcy court in Tampa to dismiss the Chapter 11 case under the so-called new-debtor syndrome. The U.S. Trustee said bankruptcy was filed merely to thwart the legitimate state-law rights of mortgage lenders, the report added. The bankruptcy court will hold a preliminary hearing on April 2 to consider the dismissal motion. The case is In re RE-710 LLC, U.S. Bankruptcy Court, 14-bk-02617, Middle District Florida (Tampa). REAL ESTATE ASSOCIATES: Posts $7.9 Million Net Income in 2013 ------------------------------------------------------------- Real Estate Associates Limited VII filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing net income of $7.97 million on $0 of revenues for the year ended Dec. 31, 2013, as compared with net income of $13.01 million on $0 of revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $876,000 in total assets, $26,000 in total liabilities and $850,000 in total partners' deficit. Carter & Company, CPA, LLC, in Destin, Florida, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. Ernst & Young LLP, in Greenville, South Carolina, the Company's former auditors, expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Partnership continues to generate recurring operating losses. In addition, notes payable and related accrued interest totalling $8.09 million are in default due to non-payment. These conditions raise substantial doubt about the Partnership's ability to continue as a going concern. Ernst & Young was dismissed as the Company's accounting firm effective June 2013. A copy of the Form 10-K is available for free at: http://is.gd/7w6zbL About Real Estate Associates Real Estate Associates Limited VII is a limited partnership which was formed under the laws of the State of California on May 24, 1983. On Feb. 1, 1984, the Partnership offered 2,600 units consisting of 5,200 limited partnership interests and warrants to purchase a maximum of 10,400 additional limited partnership interests through a public offering managed by E.F. Hutton Inc. The Partnership received $39,000,000 in subscriptions for units of limited partnership interests (at $5,000 per unit) during the period from March 7, 1984 to June 11, 1985. The general partners of the Partnership are National Partnership Investments Corp., a California Corporation, and National Partnership Investments Associates II. The business of the Partnership is conducted primarily by NAPICO, a subsidiary of Apartment Investment and Management Company, a publicly traded real estate investment trust. As of Sept. 30, 2012, and Dec. 31, 2011, the Partnership holds limited partnership interests in 1 and 11 Local Limited Partnerships, respectively, and a general partner interest in REA IV which, in turn, holds limited partnership interests in 3 and 8 additional Local Limited Partnerships, respectively; therefore, the Partnership holds interests, either directly or indirectly through REA IV, in 4 and 19 Local Limited Partnerships, respectively. The other general partner of REA IV is NAPICO. The Local Limited Partnerships own residential low income rental projects consisting of 403 and 1,237 apartment units at Sept. 30, 2012, and Dec. 31, 2011, respectively. The mortgage loans of these projects are payable to or insured by various governmental agencies. RESPONSE BIOMEDICAL: Gets 30-Day Extension From Bank ---------------------------------------------------- Response Biomedical Corp. received a 30 day extension from Silicon Valley Bank to one of the conditions precedent to initial credit extension required under clause 3.1(h) of the loan agreement by and between SVB and Response entered into on Feb. 11, 2014, the "Effective Date". Clause 3.1(h) of the Loan Agreement required a landlord's consent in favor of the Bank, with respect to the Company's current premises, to be obtained by the Company on or prior to 60 days following the Effective Date. Response Biomedical has requested that the Bank amend the Loan Agreement to (i) extend the required delivery date of a landlord consent in favor of Bank with respect to 1781 West 75th Avenue, Vancouver, B.C. V6P 6P2 and (ii) make certain other revisions to the Loan Agreement. A copy of the First Amendment to Loan Agreement, dated as of April 14, 2014, by and between Silicon Valley Bank and Response Biomedical Corp is available for free at http://is.gd/Pb0lDD About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported net loss and comprehensive loss of $5.99 million on $4.94 million of gross profit on product sales for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $5.28 million on $4.24 million of gross profit on product sales for the year ended Dec. 31, 2012. The Company incurred a net loss and comprehensive loss of $5.37 million in 2011. As of Dec. 31, 2013, the Company had $14.20 million in total assets, $15.68 million in total liabilities and a $1.48 million total shareholders' deficit. SANUWAVE HEALTH: Has Secondary Offering of 56.7MM Common Shares --------------------------------------------------------------- SANUWAVE Health, Inc. filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the sale of up to 56,793,600 shares of the Company's common stock. $0.001 par value by RA Capital Healthcare Fund, L.P., Blackwell Partners, LLC, Cranshire Capital Master Fund Ltd, et al. These shares consist of 6,210,000 outstanding shares of Common Stock, 12,350,000 shares of Common Stock issuable upon conversion of the Series A Convertible Preferred Stock and 38,233,600 shares of Common Stock issuable upon the exercise of the warrants. The Company registered these shares following its March 2014 private placement. The Company will receive none of the proceeds from the sale of the shares by the selling stockholders. The Company may receive proceeds upon the exercise of outstanding warrants for shares of Common Stock covered by this prospectus if the warrants are exercised for cash. The Company will bear all expenses of registration incurred in connection with this offering, but all selling and other expenses incurred by the selling stockholders will be borne by them. The Company's Common Stock is quoted on the OTC Bulletin Board under the symbol SNWV.OB. The high and low bid prices for shares of the Company's Common Stock on April 8, 2014, were $0.65 and $0.63 per share, respectively, based upon bids that represent prices quoted by broker-dealers on the OTC Bulletin Board. These quotations reflect inter-dealer prices, without retail mark-up, mark-down or commissions, and may not represent actual transactions. A copy of the Form S-1 registration statement is available at: http://is.gd/TVxvjJ About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE reported a net loss of $11.29 million on $800,029 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $6.40 million on $769,217 of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.58 million in total assets, $7.71 million in total liabilities and a $6.12 million total stockholders' deficit. SOLAR POWER: Incurs $32.2 Million Net Loss in 2013 -------------------------------------------------- Solar Power, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $32.24 million on $42.62 million of total net sales for the year ended Dec. 31, 2013, as compared with a net loss of $25.42 million on $99.95 million of total net sales in 2012. For the three months ended Dec. 31, 2013, the Company reported a net loss of $18.68 million on $15.37 million of total net sales as compared with a net loss of $15 million on $13 million of total net sales for the same period in 2012. As of Dec. 31, 2013, the Company had $70.96 million in total assets, $73.83 million in total liabilities and a $2.86 million total stockholders' deficit. "The solar market is finally moving out of winter and we are confident that SPI's positioning in the downstream business is a right choice," said Charlotte Xi, president, global chief operating officer and interim chief financial officer. "We will continue to focus on our EPC specialties and explore further business opportunities in solar. In addition, we believe SPI's unique balance sheet position will allow us to effectively resolve the note from Cathay Bank in the near future." Crowe Horwath LLP, in San Francisco, 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 a current year net loss of $32.2 million, has an accumulated deficit of $56.1 million, has experienced a significant reduction in working capital, has past due related party accounts payable and a debt facility under which a bank has declared amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd has experienced significant financial difficulties including the filing of a winding up petition on Feb. 24, 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/N5yqMV About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. SPANISH BROADCASTING: Reports $88.5 Million Net Loss in 2013 ------------------------------------------------------------ Spanish Broadcasting System, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $88.56 million on $153.77 million of net revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.28 million on $139.52 million of net revenue for the year ended Dec. 31, 2012. For the three months ended Dec. 31, 2013, the Company reported a net loss of $87.16 million on $37.52 million of net revenue as compared with net income of $2.62 million on $36.93 million of net revenue for the same period during the prior year. The Company's balance sheet at Dec. 31, 2013, showed $461.74 million in total assets, $516.19 million in total liabilities and a $54.44 million total stockholders' deficit. "We generated improved financial and operating results in the past year, reflecting our efforts to build our multimedia brands, while carefully managing our costs," commented Raul Alarcon, Jr., Chairman and CEO. "Our radio revenue growth exceeded the industry, as we continued to deliver impressive audience shares, while making further inroads in attracting advertisers to our platform. Throughout our history, we have consistently displayed our expertise in launching new formats and growing and sustaining top ranked radio station franchises in the nation's largest Hispanic markets. At our television operations, we are very pleased to have recorded profitable results for the year. We remain focused on leveraging our diversified media platform to grow our audience shares and garner a greater share of advertising budgets across our markets." A copy of the Form 10-K is available for free at: http://is.gd/MpAmYX About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings Services revised its rating outlook on Miami, Fla.-based Spanish Broadcasting System Inc. (SBS) to negative from stable. "We also affirmed our existing ratings on the company, including the 'B-' corporate credit rating," S&P said. SPRINGLEAF FINANCE: Incurs $82.6 Million Net Loss in 2013 --------------------------------------------------------- Springleaf Finance Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $82.64 million on $1.64 billion of interest income for the year ended Dec. 31, 2013, as compared with a net loss of $219.06 million on $1.69 billion of interest income in 2012. The Company incurred a $244.57 million net loss in 2011. As of Dec. 31, 2013, the Company had $12.73 billion in total assets, $11.40 billion in total liabilities and $1.32 billion in total shareholders' equity. Going Concern "We intend to repay indebtedness with one or more of the following activities, among others: finance receivable collections, cash on hand, additional debt financings (particularly new securitizations and possible new issuances and/or debt refinancing transactions), finance receivable portfolio sales, or a combination of the foregoing. There can be no assurance that we will be successful in undertaking any of these activities to support our operations and repay our obligations." "However, the actual outcome of one or more of our plans could be materially different than expected or one or more of our significant judgments or estimates about the potential effects of these risks and uncertainties could prove to be materially incorrect. In the event of such an occurrence, if third-party financing is not available, our liquidity could be substantially and materially affected, and as a result, substantial doubt could exist about our ability to continue as a going concern." A copy of the Form 10-K is available for free at: http://is.gd/Qty9Uw About Springleaf Finance Springleaf was incorporated in Indiana in 1927 as successor to a business started in 1920. From Aug. 29, 2001, until the completion of its sale in November 2010, Springleaf was an indirect wholly owned subsidiary of AIG. The consumer finance products of Springleaf and its subsidiaries include non-conforming real estate mortgages, consumer loans, retail sales finance and credit-related insurance. * * * The Troubled Company Reporter said on Feb. 8, 2012, that Standard & Poor's Ratings Services lowered its issuer credit rating on Springleaf Finance Corp. and its issue credit rating on the company's senior unsecured debt to 'CCC' from 'B'. Standard & Poor's also said it lowered its issue credit ratings on Springfield's senior secured debt to 'CCC+' from 'B+' and on the company's preferred debt to 'CC' from 'CCC-'. The outlook on Springleaf's issuer credit rating is negative. "Springleaf's announcement that it will shut down about 60 branches and stop lending in 14 states highlights the operating, funding, and liquidity challenges that the firm faces as it works to pay down the $2 billion of debt coming due in 2012 and to establish a stable long-term funding strategy. The downgrade also reflects the company's poor earnings, exposure to weak residential markets and uncertainty about its ability to refinance debt or securitize assets over the coming year. We believe that should its funding or securitization options become unavailable, the company will not have enough liquidity to survive 2012, and in that case a distressed debt exchange would be likely. The company has retained financial advisors to assess its options," S&P said. As reported in the Oct. 17, 2013, edition of the TCR, Moody's Investors Service upgraded Springleaf Finance Corporation's corporate family to B3 from Caa1. Moody's upgrade of Springleaf's corporate family reflects the company's progress in strengthening liquidity, improving operating performance, and reducing leverage. As reported by the TCR on Sept. 2, 2013, Fitch Ratings has upgraded the long-term Issuer Default Rating (IDR) of Springleaf Finance Corporation to 'B-' from 'CCC'. The rating upgrades primarily reflect the significant progress made by the company toward repaying near-term debt and extending its liquidity runway, combined with improved operating performance, highlighted by the return to profitability in 2Q13. SPRINGMORE II: Court OKs Hiring of Smith & Company as Accountant ---------------------------------------------------------------- Springmore II, LLC sought and obtained permission from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ John Smith of Smith & Company, CPA., A.C. as accountant, nunc pro tunc to Sep. 1, 2013. The Court also approved the flat monthly fee for bookkeeping and payroll services with flat fee payments to begin in October 2013. The Debtor requires Smith & Company to: (a) maintain the Debtor's books and prepare monthly financial statements and operating reports; (b) prepare and file monthly and quarterly payroll tax returns; (c) prepare and file annual income tax and franchise tax returns, W-2s and 1099s; and (d) other matters as properly required the services of a professional accountant in connection with this case and in the best interest of the noted parties-in-interest. The Debtor has agreed to employ Mr. Smith on a monthly basis for bookkeeping, payroll, monthly financial statement preparation and monthly and quarterly payroll tax reporting at the rate of $350 per month beginning in January 2014. The Debtor has agreed to pay Mr. Smith on an hourly basis going forward for the preparation of annual tax returns and informational returns and to provide advisory and bankruptcy litigation support at the hourly rate of $150 for partners and $75 for support staff. For work already performed by Mr. Smith, the Debtor has agreed to pay Mr. Smith $150 per hour for partners and $75 for support staff. John Smith 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. Smith & Company can be reached at: John Smith SMITH & COMPANY CPA, A.C. 207 S. Heber Beckley, WV 25801 Tel: (304) 929-4377 About Springmore II LLC Bettye J. Morehead, Brown Edwards & Co., and DBK Investments & Development Corporation, filed an involuntary petition for Chapter 11 against Wytheville, Virginia-based Springmore II, LLC (Bankr. S.D. W.Va. Case No. 13-50064) on April 1, 2013. Judge Ronald G. Pearson presides over the case. Joe M. Supple, Esq., at Supple Law Office, PLLC, in Point Pleasant, West Virginia, represents the petitioners as counsel. The Court entered a default order for relief on May 1, 2013. George L. Lemon, Esq., represents the Debtor as counsel. The U.S. Trustee has been unable to appoint a committee of unsecured creditors. SPRINGMORE II: Court Approves Joe Supple as Co-counsel ------------------------------------------------------ Springmore II, LLC sought and obtained authorization from the U.S. Bankruptcy Court for the Southern District of West Virginia to employ Joe Supple as co-counsel. The Debtor requires Mr. Supple to: (a) provide legal advice to the Debtor in the mattes arising in the administration of these Chapter 11 proceedings; (b) assist the Debtor in formulating a Plan of Reorganization including the liquidation of assets to fund the plan and to represent the Debtor in efforts to negotiate terms for reorganization in the best interest of all creditors and parties-in-interest; and (c) such other matters as properly require the services of counsel in connection with this case and in the best interest of the noted parties-in-interest. The Debtor has agreed to employ Mr. Supple on an hourly basis at the rate of $250 per hour for attorney services, with paralegal support being billed at the rate of $75 per hour. Mr. Supple 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. Mr. Supple can be reached at: Mr. Joe M. Supple, Esq. SUPPLE LAW OFFICE, PLLC 801 Viand Street Point Pleasant, WV 25550 Tel: (304) 675-6249 About Springmore II LLC Bettye J. Morehead, Brown Edwards & Co., and DBK Investments & Development Corporation, filed an involuntary petition for Chapter 11 against Wytheville, Virginia-based Springmore II, LLC (Bankr. S.D. W.Va. Case No. 13-50064) on April 1, 2013. Judge Ronald G. Pearson presides over the case. Joe M. Supple, Esq., at Supple Law Office, PLLC, in Point Pleasant, West Virginia, represents the petitioners as counsel. The Court entered a default order for relief on May 1, 2013. George L. Lemon, Esq., represents the Debtor as counsel. The U.S. Trustee has been unable to appoint a committee of unsecured creditors. TELEXFREE LLC: Proposed Kurtzman Carson Hiring Meets Objections --------------------------------------------------------------- PSYCHE APRIL 22 (04/14, 04/17, 04/18, 04/21, 04/21) TelexFREE, LLC, and its debtor affiliates' proposed hiring of Kurtzman Carson Consultants LLC as claims and noticing agent met objection from Tracy Hope Davis, the U.S. Trustee for Region 17, because of illegible portions of the Debtors' and the firm's engagement agreement, while the U.S. Bankruptcy Court for the District of Nevada expressed concern over KCC's so-called "jumping the gun" action when it established a website prior to the Debtors' obtaining Court authority for KCC to do so. The Debtors filed an employment application to hire KCC as claims and noticing agent on April 14. At the hearing on the first day motions, the Court expressed that "KCC jumped the gun a little here counsel. They set up a website and issued a press release as if I had already entered an order authorizing them to do so. That's troubling to me. And I will tell you now just for sake of making it clear for later, to the extent that those actions were taken before they were authorized to do so, if they seek compensation, that will be an issue for them at that time," Edward M. McDonald, Jr., an employee of the Office of the U.S. Trustee, related in a declaration. The U.S. Trustee complained that portions of the copy of the KCC engagement agreement that was filed are illegible, including the section concerning limitations on the liability of and indemnification of KCC. The U.S. Trustee also complained that the application, including the fee structure, should not be approved until the Debtors provide evidence that the proposed fee structure is competitive and comparable to the rates charged by KCC's competitors for similar services. Pursuant to the engagement agreement, KCC will receive a retainer in the amount of $350,000. The consulting service rates for KCC professionals are the following: Executive Vice President Waived Director/Senior Managing Consultant $175 Consultant/Senior Consultant $70-$160 Technology/Programming Consultant $55-$100 Project Specialist $55-$100 Clerical $30-$50 The firm will also be reimbursed for any necessary out-of-pocket expenses. Evan J. Gershbein, vice president of corporate restructuring services at KCC, 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 TelexFREE TelexFREE -- http://www.TelexFREE.com-- is a telecommunications business that uses multi-level marketing to assist in the distribution of voice over internet protocol telephone services. TelexFree's retail VoIP product, 99TelexFree, allows for unlimited international calling to seventy countries for a flat monthly rate of $49.90. TelexFREE has over 700,000 associates or promoters worldwide. The company believes the sales of the 99TelexFree product, the TelexFree "app," and other new products will ultimately prove successful and profitable. The company is struggling, however, with several factors that required it to seek chapter 11 protection. First, the Company experienced exponential growth in revenue between 2012 and 2013 (from de minimus amounts to over $1 billion), which put tremendous pressure on the Company's financial, operational and management systems. Second, although the company revised its original compensation plan to promoters in order to address certain questions that were raised regarding such plan, the company believes that the plans need to be further revised. Finally, the trailing liabilities arising from the original compensation plan are difficult to quantify and have resulted in substantial asserted liabilities against the company, a number of which may not be valid. TelexFREE LLC and two affiliates sought bankruptcy protection (Bankr. D. Nev. Lead Case No. 14-12525) on April 13, 2014. Alvarez & Marsal North America, LLC is serving as restructuring advisor and Greenberg Traurig, LLP and Gordon Silver are serving as legal advisors to TelexFREE. TelexFree, LLC, estimated $50 million to $100 million in assets and $100 million to $500 million in liabilities. The Debtors have been notified that they must file their schedules of assets and liabilities and statements of financial affairs by April 27, 2014. TLC HEALTH: Lease Decision Deadline Extended Through July 14 ------------------------------------------------------------ At the behest of TLC Health Network, the U.S. Bankruptcy Court for the Western District of New York extended until July 14, 2014, the Debtor's time to assume or reject unexpired leases. TLC currently leases these premises to deliver health care services: Lakeshore Obstetrics & Gynecology, P.C. Derby Professional Park LLC MRG Properties, LLC Tat Sum Lee, M.D. Joseph C. Dolce According to the Debtor, until it has had a full opportunity to determine whether the leases will contribute to the realization of the maximum value for its business, it must necessarily treat the leases as a potentially valuable assets of the estate. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's Special Health Care Law and Corporate Counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TLC HEALTH: Plan Exclusivity Period Extended Until August 13 ------------------------------------------------------------ TLC Health Network sought and obtained an extension until Aug. 13, 2014, of the deadline to file its Chapter 11 plan and disclosure statement. The solicitation period is extended until Oct. 14, 2014. TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's Special Health Care Law and Corporate Counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TLW PROPERTIES: Case Summary & 7 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: TLW Properties, LLC 1003 S Lamar Oxford, MS 38655 Case No.: 14-11545 Chapter 11 Petition Date: April 21, 2014 Court: United States Bankruptcy Court Northern District of Mississippi (Aberdeen) Debtor's Counsel: Robert Gambrell, Esq. GAMBRELL & ASSOCIATES, PLLC 101 Ricky D Britt Blvd., Suite 3 Oxford, MS 38655 Tel: 662-281-8800 Email: rg@ms-bankruptcy.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Linda T Windham, managing member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/msnb14-11545.pdf TRIAD GUARANTY: Still Seeks to Use Tax Losses for Reorganizing -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Triad Guaranty Inc., the former owner of mortgage insurance provider Triad Guaranty Insurance Corp., is still working on a Chapter 11 plan to preserve tax losses the company could use if it reorganizes. According to the report, Triad filed for Chapter 11 protection in June with assets aside from tax losses limited to $800,000 cash. The insurance company that it owned had been taken over by Illinois insurance regulators. Although the insurance unit is unlikely ever to have value for Birmingham, Alabama-based Triad, the company intends to use Chapter 11 to obtain a new investment that could be used to make acquisitions and allow the use of tax losses to shelter future income, the report related. Triad is seeking a second extension of its exclusive right to propose a Chapter 11 plan, the report further related. If the motion is granted at an April 28 hearing, exclusivity will be pushed back to Sept. 26. An obstacle to proposing a plan, according to Triad, is a lawsuit in which the insurance regulator opposes a bar on selling large blocks of stock, the report said. If enough stock is sold, the result could be a technical change of control and loss of the ability to use tax attributes. On March 31, Triad's stock sold for about 25 cents in over-the- counter trading, the Bloomberg report said. About Triad Guaranty Winston-Salem, N.C.-based Triad Guaranty Inc. (OTC BB: TGIC) -- http://www.triadguaranty.com/-- is a holding company that historically provided private mortgage insurance coverage in the United States through its wholly-owned subsidiary, Triad Guaranty Insurance Corporation. TGIC is a nationwide mortgage insurer pursuing a run-off of its existing in-force book of business. In December 2012, the Company's mortgage insurer subsidiary, Triad Guaranty Insurance Corporation, was placed into rehabilitation, whereby the Illinois Department of Insurance was vested with possession and control over all of TGIC's assets and operations. On May 30, 2013, the magistrate judge for the U.S. District Court of the Middle District of North Carolina issued an order denying the Company's motion to dismiss a class action lawsuit against the company and two of its former officers. Shareholders filed the class action suit in 2009, claiming the company misled investors about poor financial results caused by improper underwriting procedures. Triad Guaranty Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 13-11452) on June 3, 2013. The Company estimated assets of at least $100 million and liabilities of less than $50,000. Attorneys at Womble Carlyle Sandridge & Rice, LLP, serve as counsel to the Debtor. The Debtor said in court filings that it has no significant operating activities, and has limited remaining cash and other assets on hand. The Debtor has been exploring various strategic alternatives, and will continue to do so from and after the Petition Date. The Debtor said that expenses primarily consist of legal fees, fees paid to its board, annual premiums for directors' and officers' liability insurance and general operating expenses. The expenses range from $100,000 to $500,000 per quarter. Unless the expenses are reduced, the Debtor expects to deplete all of its remaining cash by the end of 2013 or earlier. VENOCO INC: Warns That Buyout Debt Is Haunting It ------------------------------------------------- Lisa Allen, writing for The Deal, reported that oil producer Venoco Inc. is struggling with its debt load of nearly $1 billion only 18 months after its founder took the company private. "[T]he increase in our indebtedness resulting from the going private transaction has made it more difficult for us to comply with certain covenants in our debt agreements," the Denver-based company warned in an April 18 regulatory filing, adding that cash flow from its operations may not be sufficient to repay its debt when it matures or to support a refinancing effort, the report related. Venoco founder and chairman, Timothy Marquez, took his company private in a $435 million buyout that closed Oct. 3, 2012, the report recalled. To make matters worse, the company's geographic concentration of assets in California exposes it to increased volatility, the report further related. According to the report, Fadel Gheit, an energy analyst at Oppenheimer & Co. Inc. who doesn't cover Venoco but does follow the oil industry in California, said the Golden State has always been a challenging home for oil companies. Gheit cited California's environmental activism, lack of water (which is necessary for hydraulic fracturing), and large population of residents who are attached to their state's natural beauty and don't want to see "an eyesore like an oil rig, or pollution in rivers and acquifers." * * * The Troubled Company Reporter, on Aug. 9, 2013, reported that Moody's Investors Service downgraded Venoco, Inc.'s Corporate Family Rating to Caa1 from B3 and moved the CFR to Denver Parent Corporation. VERITEQ CORP: Incurs $15.1 Million Net Loss in 2013 --------------------------------------------------- Veriteq Corporation filed with the U.S. Securities and Exchange Commission its annnual report on Form 10-K disclosing a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $8.21 million in total assets, $19.22 million in total liabilities and a $11.01 million total stockholders' deficit. EisnerAmper LLP, in New York, 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 incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/wUMIGk About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com . VERTIS HOLDINGS: April 29 Hearing on Settlement of KEIP Claim ------------------------------------------------------------- Vertis Holdings, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve a settlement agreement with the term loan lenders, and Gerald Sokol, Jr., dated April 1, 2014. Term loan lenders consist of Morgan Stanley Senior Funding, Inc., as administrative agent, and Morgan Stanley & Co., Incorporated, as collateral agent. The parties agreed to settle disputes concerning key employee incentive plan, the disputed KEIP claim, the administrative hold, the claims and the motion for payment. The settlement provides that: 1. the disputed KEIP claim will be reduced and allowed as an administrative expense claim against Vertis in the amount of $300,000, with all other amounts allegedly due to Mr. Sokol under the KEIP and KEIP approval order being released, waived, disallowed and expunged; 2. within five business days from the date that the order becomes final and non-appealable (i) the prepetition term loan lenders will lift the administrative hold to the extent necessary for the Debtors to fulfill their obligations under the agreement, and (ii) the Debtors will remit $300,000 in cash to Mr. Sokol in full and final satisfaction of the allowed Sokol KEIP Claim; and 3. Mr. Sokol will withdraw the motion with prejudice. The Court will consider the motion at a hearing on April 29, at 10:00 a.m. About Vertis Holdings Vertis Holdings Inc. -- http://www.thefuturevertis.com/-- provides advertising services in a variety of print media, including newspaper inserts such as magazines and supplements. Vertis and its affiliates (Bankr. D. Del. Lead Case No. 12-12821), returned to Chapter 11 bankruptcy on Oct. 10, 2012, this time to sell the business to Quad/Graphics, Inc., for $258.5 million, subject to higher and better offers in an auction. As of Aug. 31, 2012, the Debtors' unaudited consolidated financial statements reflected assets of approximately $837.8 million and liabilities of approximately $814.0 million. Bankruptcy Judge Christopher Sontchi presides over the 2012 case. Vertis is advised by Perella Weinberg Partners, Alvarez & Marsal, and Cadwalader, Wickersham & Taft LLP. Quad/Graphics is advised by Blackstone Advisory Partners, Arnold & Porter LLP and Foley & Lardner LLP, special counsel for antitrust advice. Kurtzman Carson Consultants LLC is the Debtors' claims agent. Quad/Graphics is a global provider of print and related multichannel solutions for consumer magazines, special interest publications, catalogs, retail inserts/circulars, direct mail, books, directories, and commercial and specialty products, including in-store signage. Headquartered in Sussex, Wis. (just west of Milwaukee), the Company has approximately 22,000 full-time equivalent employees working from more than 50 print-production facilities as well as other support locations throughout North America, Latin America and Europe. Vertis first filed for bankruptcy (Bankr. D. Del. Case No. 08- 11460) on July 15, 2008, to complete a merger with American Color Graphics. ACG also commenced separate bankruptcy proceedings. In August 2008, Vertis emerged from bankruptcy, completing the merger. Vertis against filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 10-16170) on Nov. 17, 2010. The Debtor estimated its assets and debts of more than $1 billion. Affiliates also filed separate Chapter 11 petitions -- American Color Graphics, Inc. (Bankr. S.D.N.Y. Case No. 10-16169), Vertis Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10-16170), Vertis, Inc. (Bankr. S.D.N.Y. Case No. 10-16171), ACG Holdings, Inc. (Bankr. S.D.N.Y. Case No. 10- 16172), Webcraft, LLC (Bankr. S.D.N.Y. Case No. 10-16173), and Webcraft Chemicals, LLC (Bankr. S.D.N.Y. Case No. 10-16174). The bankruptcy court approved the prepackaged Chapter 11 plan on Dec. 16, 2010, and Vertis consummated the plan on Dec. 21. The plan reduced Vertis' debt by more than $700 million or 60%. GE Capital Corporation, which serves as DIP Agent and Prepetition Agent, is represented in the 2012 case by lawyers at Winston & Strawn LLP. Morgan Stanley Senior Funding Inc., the agent under the prepetition term loan, and as term loan collateral agent, is represented by lawyers at White & Case LLP, and Milbank Tweed Hadley & McCloy LLP. On Jan. 16, 2013, Quad/Graphics completed the acquisition of Vertis Holdings for a net purchase price of $170 million. This assumes the purchase price of $267 million less the payment of $97 million for current assets that are in excess of normalized working capital requirements. VICTOR OOLITIC: Court Okays Sale of Assets to Indiana Commercial ---------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has approved the sale of substantially all of the assets of Victor Oolitic Stone Company, d/b/a Indiana Limestone Co., et al., to DIP lender Indiana Commercial Finance, LLC. As reported by the Troubled Company Reporter on April 17, 2014, Wbiw.com reported that the auction for the assets was cancelled after only one firm made an offer. TCR reported on March 25, 2014, that the Court approved bidding procedures to govern the sale. Indiana Commercial was to serve as the stalking horse bidder with a credit bid of $26 million at an auction slated for April 14. All initial bids were due April 11. The auction was to take place at the offices of McDonald Hopkins, LLC, in Cleveland, Ohio, if other qualified offers were received. The terms of the APA is not modified. A copy of the APA is available for free at: http://bankrupt.com/misc/VICTOROOLITIC_158_14_saleorder.pdf In addition to the assumption of liabilities, the aggregate consideration for the sale, transfer and delivery of the purchased assets, at the closing, will be $26 million, payable in the form of credit bid rights consisting of the release by the purchaser of a portion of the liabilities arising under, or otherwise relating to, the loan agreement in an aggregate amount equal to $26 million; provided that the credit bid and release will be reduced dollar for dollar to the extent that the purchaser assumes any portion of the indebtedness under the loan agreement. On March 28, 2014, the Sec. 341 meeting was held at 1:00 p.m., at 844 King Street, Room 5209, Wilmington, Delaware. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. In its schedules, Victor Oolitic disclosed $31,357,627 in total assets and $58,722,289.71 in total liabilities. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Files Schedules of Assets and Liabilities --------------------------------------------------------- Victor Oolitic Stone Company filed with the Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $15,553,300.00 B. Personal Property $15,804,327.00 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $53,870,456.00 E. Creditors Holding Unsecured Priority Claims $829,693.21 F. Creditors Holding Unsecured Non-Priority Claims $4,022,140.50 ------------ ------------ Total $31,357,627.00 $58,722,289.71 Debtor-affiliate VO Stone Holdings, Inc., also filed its schedules, disclosing $0 in total assets and $53,851,706 in total liabilities. Copies of the schedules are available for free at: http://bankrupt.com/misc/VICTOROOLITIC_128_sal.pdf http://bankrupt.com/misc/VICTOROOLITIC_130_vosal.pdf On March 17, 2014, the Debtors asked the Court to extend to March 26, 2014, the March 19, 2014 deadline for the Debtors to file schedules of assets and liabilities, statements of financial affairs, and lists of executor contracts and unexpired leases. On April 14, 2014, the Court entered an order granting the Debtors' request. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Has OK to Hire McDonald Hopkins as Bankr. Counsel ----------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has authorized Victor Oolitic Stone Company, et al., to employ McDonald Hopkins LLC, as counsel, to render general legal services as needed throughout the course of the Chapter 11 cases. As reported by the Troubled Company Reporter on Feb. 26, 2014, Paul W. Linehan ($465/hourly rate), a member, and T. Daniel Reynolds, an associate ($215/hourly rate), are expected to have the primary responsibility for providing services to the Debtors. In addition, from time to time, other McDonald Hopkins professionals and paraprofessionals will provide services to the Debtors. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. In its schedules, Victor Oolitic disclosed $31,357,627 in total assets and $58,722,289.71 in total liabilities. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Court OKs Quarton Partners as Investment Banker --------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware has granted Victor Oolitic Stone Company, et al., permission to employ Quarton Partners, LLC, an affiliate of Spearhead Capital LLC as the Debtors' investment banker. As reported by the Troubled Company Reporter on Feb. 27, 2014, Quarton will manage the sale of substantially all of the assets of the Debtors and will assist and advise the Debtors with respect to, among other things: (a) defining objectives related to value and terms; (b) identifying and demonstrating the Debtors? proprietary attributes; and (c) identifying and soliciting appropriate partners. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. In its schedules, Victor Oolitic disclosed $31,357,627 in total assets and $58,722,289.71 in total liabilities. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Morris Nichols Okayed as Bankruptcy Co-Counsel -------------------------------------------------------------- Victor Oolitic Stone Company, et al., have obtained authorization from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to employ Morris, Nichols, Arsht & Tunnell LLP, as Delaware bankruptcy co-counsel, to assist McDonald Hopkins LLC, as lead bankruptcy counsel. As reported by the Troubled Company Reporter on Feb. 27, 2014, the attorneys and paralegals principally responsible for the representation of the Debtors and their current hourly rates will be: Derek C. Abbott $650 Andrew R. Remming $475 Renae M. Fusco $250 About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. In its schedules, Victor Oolitic disclosed $31,357,627 in total assets and $58,722,289.71 in total liabilities. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. VICTOR OOLITIC: Has Nod to Hire Faegre Baker as Labor Counsel ------------------------------------------------------------- Victor Oolitic Stone Company, et al., have obtained permission from the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware to employ Faegre Baker Daniels LLP as labor and employment counsel. As reported by the Troubled Company Reporter on Feb. 27, 2014, the Debtors anticipate that the firm's services will include the following: (a) day-to-day HR counseling, (b) investigating and responding to any charges with outside agencies, (c) drafting desired new personnel policies and forms, (d) periodic updating of existing personnel documents, like handbooks, applications, etc., (e) strategizing on further improving risk management issues for employment, (f) conducting periodic EEO/harassment/other employment training for managers, (g) advising the Debtors on NLRB compliance and other labor and union affairs, (h) preparing for and negotiating collective bargaining agreements, (i) advising the Debtors on WARN act compliance, (j) strategizing with top management on labor and employment law issues as needed, and (k) drafting employment agreements as needed. About Victor Oolitic Victor Oolitic Stone Company began as a supplier of raw block limestone and evolved into the leading provider of a full range of dimensional limestone products in North America. The company owns 10 quarry sites totaling over 4,000 acres and is largest dimensional Indiana limestone quarrier and fabricator in North America. Victor Oolitic and VO Stone Holdings, Inc., sought bankruptcy protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Lead Case No. 14-10311) on Feb. 17, 2014. Judge Christopher S. Sontchi presides over the cases. In its schedules, Victor Oolitic disclosed $31,357,627 in total assets and $58,722,289.71 in total liabilities. Victor Oolitic hired Paul W. Linehan, Esq., and T. Daniel Reynolds, Esq., at tapped McDonald Hopkins LLC as counsel; Derek C. Abbott, Esq., Andrew R. Remming, Esq., and Renae M. Fusco, Esq., at Morris, Nichols, Arsht & Tunnell, as Delaware counsel; Stuart Buttrick, Esq., Gregory Dale, Esq., and Jay Jaffe, Esq., at Faegre Baker Daniels LLP as labor and employment counsel; Quarton Partners, LLC, an affiliate of Spearhead Capital LLC, a regulated broker dealer, as investment banker; and Kurtzman Carson Consultants as claims and noticing agent. As of Jan. 1, 2014, the aggregate outstanding principal and accrued interest under the Debtors' prepetition credit agreement was $53 million. The Debtors also have approximately $6 million in general unsecured debt primarily consisting of outstanding notes owed to former owners of the legacy Indiana Limestone Company and trade debt. This is Victor Oolitic's second trip to the Bankruptcy Court. This time, Victor Oolitic filed for bankruptcy with plans to sell assets to Indiana Commercial Finance, LLC, in exchange for $26 million in debt. Victor Oolitic Stone Company and Victor Oolitic Holdings, Inc., sought Chapter 11 protection in (Bankr. S.D. Ind. Case Nos. 09-05786 and 09-05787) on April 28, 2009. Judge Frank J. Otte presided over the 2009 case. The 2009 Debtors were represented by Henry A. Efroymson, Esq., at Ice Miller LLP. ICF is represented by Vedder Price PC and Pepper Hamilton LLP. WARNER MUSIC: Launches Senior Notes Offering and Tender Offer ------------------------------------------------------------- Warner Music Group Corp. announced that through its wholly owned subsidiary WMG Acquisition Corp. it has commenced a private offering of senior notes. The New Notes will be offered in a private offering exempt from the registration requirements of the United States Securities Act of 1933, as amended. The New Notes will be offered only to qualified institutional buyers pursuant to Rule 144A and to certain persons outside the United States pursuant to Regulation S, each under the Securities Act. The New Notes have not been registered under the Securities Act and may not be offered or sold within the United States absent registration or an applicable exemption from the registration requirements. Concurrent with the commencement of the Offering, the Company has announced that it has commenced a tender offer to purchase for cash any and all of its outstanding debt securities. In conjunction with the tender offer, the Company is soliciting consents to the adoption of certain proposed amendments to the indenture governing the Existing Notes to, among other things, eliminate substantially all of the restrictive covenants, certain events of default and other related provisions. The Existing Notes and material pricing terms for the tender offer are set forth below. CUSIP / ISIN Nos.: 92936B AB7 US92936BAB71 U97124 AB4 USU97124AB49 92933B AC8 US92933BAC81 Outstanding Principal Amount: $765 Million Issuer: WMG Acquisition Corp. Title of Security: 11.5% Senior Notes due 2018 Purchase Price: $1,106.35 Consent Payment: $30.00 Total Consideration: $1,136.35 The tender offer will expire at 12:00 a.m., New York City time, on April 22, 2014, unless extended. Holders of Existing Notes must validly tender their Existing Notes and validly deliver their corresponding Consents at or prior to 5:00 P.M., New York City time, on April 8, 2014, unless extended, to be eligible to receive the Total Consideration, which includes the Consent Payment. Holders who tender their Existing Notes after the Consent Time and prior to the Expiration Time will be eligible to receive the Purchase Price as set forth in the table above, but not the Consent Payment. The Company has engaged Credit Suisse Securities (USA) LLC as Dealer Manager for the tender offer and as Solicitation Agent for the consent solicitation. A complete copy of the press release is available for free at: http://is.gd/5JAnDB About Warner Music Group Based in New York, Warner Music Group Corp. (NYSE: WMG) -- http://www.wmg.com/-- was formed by a private equity consortium of investors on Nov. 21, 2003. The Company is the direct parent of WMG Holdings Corp., which is the direct parent of WMG Acquisition Corp. WMG Acquisition Corp. is one of the world's major music-based content companies and the successor to substantially all of the interests of the recorded music and music publishing businesses of Time Warner Inc. The Company classifies its business interests into two fundamental operations: Recorded Music and Music Publishing. The Company's Recorded Music business primarily consists of the discovery and development of artists and the related marketing, distribution and licensing of recorded music produced by such artists. The Company's Music Publishing operations include Warner/Chappell, its global Music Publishing company, headquartered in New York with operations in over 50 countries through various subsidiaries, affiliates and non-affiliated licensees. In May 2011, Warner Music Group Corp. and Access Industries, the U.S.-based industrial group, announced the execution of a definitive merger agreement under which Access Industries will acquire WMG in an all-cash transaction valued at $3.3 billion. The purchase includes WMG's entire recorded music and music publishing businesses. On July 20, 2011, the Company notified the New York Stock Exchange, Inc., of its intent to remove the Company's common stock from listing on the NYSE and requested that the NYSE file with the SEC an application on Form 25 to report the delisting of the Company's common stock from the NYSE. On July 21, 2011, in accordance with the Company's request, the NYSE filed the Form 25 with the SEC in order to provide notification of that delisting and to effect the deregistration of the Company's common stock under Section 12(b) of the Securities Exchange Act of 1934, as amended. On August 2, 2011, the Company filed a Form 15 with the SEC in order to provide notification of a suspension of its duty to file reports under Section 15(d) of the Exchange Act. The Company continues to file reports with the SEC pursuant to the Exchange Act in accordance with certain covenants contained in the instruments governing the Company's outstanding indebtedness. Warner Music reported a net loss attributable to the Company $198 million on $2.87 billion of revenues for the fiscal year ended Sept. 30, 2013, as compared with a net loss attributable to the Company of $112 million on $2.78 billion of revenues for the fiscal year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had $6.25 billion in total assets, $5.50 billion in total liabilities and $743 million in total equity. * * * As reported by the TCR on March 28, 2014, Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on recorded music and music publishing company Warner Music Group Corp. (WMG). S&P's rating and negative outlook reflect continued uncertainty surrounding industry wide revenue and profitability trends affecting WMG over the intermediate term, despite recent signs of stabilization in the industry. WATCO COS: S&P Revises Outlook to Positive & Affirms 'B' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services said that it revised its rating outlook on U.S.-based Watco Cos. LLC to positive from stable. At the same time, S&P affirmed its ratings on the company, including the 'B' corporate credit rating. "The outlook revision reflects our view that Watco will continue to pursue acquisitions but finance them in a manner that maintains leverage at or close to current levels," said Standard & Poor's credit analyst Anita Ogbara. "We could raise the rating if the company continues to successfully diversify its operations, generates improved operating results, and pursues a financial policy that we believe will result in sustained debt to EBITDA of 4.5x or lower." S&P's rating on Watco is based principally on the company's "weak" business risk profile and "aggressive" financial risk profile. The business risk assessment reflects the company's modest size, with limited geographic, customer, and end-market diversity. Mitigating factors include the company's participation in the relatively stable U.S. freight railroad industry, as well as its efficient operations and manageable capital expenditure requirements. The outlook is positive. S&P expects Watco to benefit from recent acquisitions and growth in its crude-by-rail-related services over the coming year. S&P also expects Watco to continue pursuing acquisitions and that it will finance the acquisitions in a manner that maintains leverage at or close to current levels. S&P could raise the rating if the company continues to successfully diversify its operations, generates improved operating results, and pursues a financial policy that S&P believes will result in sustained debt to EBITDA of 4.5x or lower. S&P could revise the outlook to stable if the company is more aggressive than it expects regarding acquisitions or if it encounters unexpected operating issues, resulting in debt to EBITDA increasing to more than 5x. WEST AIRPORT PALMS: Michael D. Seese Okayed as Bankruptcy Counsel ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of Florida authorized, on a final basis, West Airport Palms Business Park, LLC to employ Michael D. Seese, Esq., as counsel. The Debtor, in its application, stated it has previously retained the Law Offices of James Schwitalla, P.A. Mr. Seese and Mr. Schwitalla have agreed to ensure that the scope of their representation of the Debtor does not overlap and that there will be no duplication of effort. Mr. Seese told the Court that his hourly rate is $495 and the hourly rates of other personnel to assist in the engagement are: (i) partners - $495; and (ii) associates - $325. Mr. Seese was paid a retainer in the amount of $10,000 on Dec. 2, 2013, the retainer was paid from non-debtor funds by Hector Obregon and Alex Montero. Currently, Mr. Seese holds a retainer in the amount of $5,940. Mr. Seese assured the Court that he is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About West Airport Palms Business Park Headquartered in Miami, Florida, West Airport Palms Business Park, LLC, filed for Chapter 11 (Bankr. S.D. Fla. Case No. 13-25728) on July 2, 2013. Judge Robert A. Mark presides over the case. James Schwitalla, Esq., represents the Debtor as counsel. In its petition, the Debtor scheduled assets of $14,440,419 and liabilities of $9,284,422. The petition was signed by Alexander Montero, managing member. The U.S. Trustee said that an official committee has not been appointed in the case. The U.S. Trustee reserves the right to appoint such a committee if interest developed among the creditors. WEST TEXAS GUAR: Seeks Authority to Use Cash Collateral ------------------------------------------------------- West Texas Guar, Inc., filed in late March an emergency motion seeking interim and final access to its cash collateral, and amended such request in mid-April. WTG is seeking Court permission to maintain and pay its necessary employees and professionals for the six-week period ending on May 19, 2014 pursuant to a prepared cash collateral use budget. WTG is also seeking to grant adequate protection to the Presumptively Perfected Growers by (i) not processing and selling guar beans during the Interim Budget period absent further Court order; and (ii) ensuring that any guar proceeds used during the Interim Budget Period will be deemed to be proceeds from the guar beans on which Scopia Windmill Fund, LP, has a security interest superior to those of the Growers. WTG is indebted to Scopia of $6 million plus interest, and Scopia has a security interest in all of WTG's assets. WTG is also indebted to growers of guar delivered to ETG before the Petition Date pursuant to prepetition grower contracts. Petitioning Creditors React In court papers, the Petitioning Creditors who initiated WTG's Chapter 11 case assert that they don't consent to the Cash Collateral Use Motion. They argue that they have not been offered adequate protection for use of cash collateral, if in fact Scopia Windmill has a perfected interest in the cash collateral. About West Texas Guar Representatives of 24 farms filed an involuntary Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 14-50056) on March 14, 2014, against West Texas Guar Inc. The farmers claim they are owed nearly $4 million for seed they've delivered on the 2013 harvest but haven't been paid for. Guar is a seed crop that has a variety of uses in human and animal food production, textiles and fracking for oil and gas wells. Judge Robert L. Jones oversees the case. The farmers are represented by R. Byrn Bass, Jr., Esq., Attorney at Law. WTG is represented by Samuel M. Stricklin, Esq., Tricia R. DeLeon, Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani LLP, in Dallas, Texas. * High Court Declines to Decide Chapter 7 Lien-Stripping -------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Supreme Court declined to hear a case to resolve a split among federal circuit courts over whether a wholly unsecured subordinate mortgage can be "stripped off" by an individual in Chapter 7. According to the report, the question had its genesis in a 1992 Supreme Court case, Dewsnup v. Timm. The high court ruled that a partially secured first mortgage can't be reduced to the value of the property. In 1993, the court ruled in In re Nobelman that an underwater mortgage can be stripped off in Chapter 13, in light of Section 1332 of the Bankruptcy Code. Three years before Dewsnup, the U.S. Court of Appeals for the 11th Circuit in Atlanta ruled in a case called Folendore that a subordinate mortgage can be reduced to an unsecured claim in Chapter 7 if the property was worth less than the first mortgage, the report related. When the issue of Chapter 7 strip-off came back to Atlanta in 2012, in a case called McNeal, the appeals court said it was obligated to follow Folendore because it wasn't explicitly overruled by Dewsnup, the report further related. Nonetheless, the McNeal court's decision contained language suggesting that Folendore may no longer be good law. On March 31, the Supreme Court declined to hear Sinkfield, even though the bank cited three other circuit courts, all ruling that subordinate mortgages can't be stripped off in Chapter 7, the report said. The case is Bank of America NA v. Sinkfield, 13-700, U.S. Supreme Court (Washington). * Bankruptcy Courts Found to Be 'Courts of the U.S.' ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Dora L. Irizarry in Brooklyn, New York, upheld $15,000 in sanctions against a lawyer for bringing "vexatious" litigation. According to the report, in the process, Judge Irizarry ruled that bankruptcy judges, even though they aren't life-tenured, possess "inherent authority" to impose sanctions. She also held that bankruptcy courts are "courts of the United States," giving them power to impose sanctions for vexatious conduct under Section 1927 of the U.S. Judiciary Code, the report related. On the Section 1927 issue, she noted that the U.S. Court of Appeals reached that conclusion "without discussion" in 1991, the report further related. On the merits of the appeal, Judge Irizarry said there is no such thing as a "constitutional tort." She said a court isn't required to spend "limited time and resources" attempting to construe the "true substance, if any" from a "confused, ambiguous, vague and otherwise unintelligible pleading," the report added. The case is Kahiya v. Kramer, 13-cv-03079, U.S. District Court, Eastern District of New York (Brooklyn). * Canceling a Debt Might Also Cancel the Mortgage ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that if a mortgage lender sends a notice to a bankrupt homeowner stating that the mortgage debt was canceled, the intent of the lender is the determining factor in deciding whether the mortgage, too, was discharged. According to the report, a homeowner went through Chapter 7, receiving a discharge that included his personal liability on a second mortgage. Three years later, the lender sent the bankrupt a notice of cancellation of the $207,000 debt. Later, the homeowner sued the lender for not discharging the mortgage on land records, the report related. The lender filed a motion to dismiss and lost in a March 28 opinion by U.S. District Judge Denise Page Hood in Detroit. Judge Hood said there are no Michigan cases expressly saying whether a notice of cancellation of debt also discharges the mortgage, the report further related. However, she found a Michigan case saying the controlling factor is the intent of the lender. Having only the complaint before her on a motion to dismiss, Judge Hood said the lender could develop evidence to show that sending the notice wasn't intended to cancel the mortgage, the report added. The case is Gudeman v. Saxon Mortgage Services Inc., 13-cv-13341, U.S. District Court, Eastern District of Michigan (Detroit). * Fourth Circuit Requires Five-Year Chapter 13 Plan --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in Richmond, Virginia, became the fifth circuit court to rule that an individual in Chapter 13 with no "projected disposable income" cannot propose a plan shorter than the five-year "applicable commitment period" stated in Section 1325(d) of the Bankruptcy Code. According to the report, the opinion for the three-judge panel of the Fourth Circuit was written by Circuit Judge James A. Wynn Jr. and handed down on March 28. Courts of appeal in San Francisco, Cincinnati, Atlanta and St. Louis reached the same results from 2008 to 2013, the report related. San Francisco's Ninth Circuit had a contrary ruling until 11 judges on that court heard reargument and reversed a three-judge panel in August, the report further related. The case is Pliler v. Stearns, 13-1445, U.S. Court of Appeals for the Fourth Circuit (Richmond, Virginia). * Lender Must Return Repossessed Auto Immediately ------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that if a lender fails to return a repossessed auto immediately, a bankrupt is automatically entitled to damages, the U.S. Bankruptcy Appellate Panel in San Francisco ruled on March 26. According to the report, an individual bought a car not long before bankruptcy, promising a $1,000 downpayment and $310 a month for four years. Although the bankrupt didn't make the full downpayment and didn't produce proof of insurance, the seller gave him possession of the car, the report related. Bankruptcy ensued, and the lender repossessed the car, not knowing the owner was in bankruptcy, the report further related. The lender refused to return the auto even when told the owner was in bankruptcy. The bankrupt's lawyer hauled the lender into bankruptcy court seeking return of the auto and damages for a stay violation, the report added. The bankruptcy judge "annulled" the automatic stay because the bankrupt still hadn't shown proof of insurance and didn't demonstrate an ability to cover the monthly installments. The three-judge appellate panel reversed in an unpublished opinion on March 26, holding that the lender had an "affirmative duty" to return the auto on learning of the bankruptcy, to remedy the "inadvertent stay violation," the report said. Retention of the car after notice of bankruptcy was a "separate and independent violation of the automatic stay," the judges said. The case is Wallace v. Carcredit Auto Group. Inc., (In re Wallace), 13-1414, U.S. Bankruptcy Appellate Panel for the Ninth Circuit (San Francisco). * Retail Value Governs Surrendered Property in Chapter 13 --------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the U.S. Court of Appeals in Atlanta did a favor for bankrupt consumers by ruling on March 27 that when an individual surrenders an auto to the lender under a Chapter 13 plan, replacement value governs how much the vehicle is worth. According to the report, the case involved a recreational vehicle with a $36,600 lien. The bankrupt individual contended that the replacement value of the RV was more than the lien. The plan called for surrendering the RV under Section 1325(a)(5) of the Bankruptcy Code for complete satisfaction of the debt. The lender objected to the plan, contending that replacement value doesn't apply to property surrendered to the lender, the report related. The Eleventh Circuit in Atlanta, in an opinion by District Judge Susan C. Bucklew, upheld the lower courts by ruling that replacement value under Section 506(a)(2) must be used, the report further related. The lender wanted the court to follow the U.S. Supreme Court's Rash decision saying that differing valuation methods apply depending on whether the property is surrendered or retained, the report said. Judge Bucklew ruled that Rash didn't apply because it was decided before 2005 amendment to the Bankruptcy Code added Section 506(a)(2), which says that in the case of an individual in Chapter 7 or 13, the court must use replacement value of personal property as of the date of bankruptcy. The case is Santander Consumer USA Inc. v. Brown (In re Brown), 13-13013, U.S. Eleventh Circuit Court of Appeals (Atlanta). * June 2 Entry Deadline Set for TMA's Student Paper Competition --------------------------------------------------------------- Turnaround Management Association (TMA), the only international non-profit association dedicated to corporate renewal, is working with Carl Marks Advisory Group to identify the industry's next great professionals. Students enrolled in an MBA or equivalent master's degree program are eligible to submit a paper individually or with a team for a chance to win: Cash prizes worth $3000 (first place) or $1,500 (second place) will be awarded in two categories: Vase Analysis and Theoretical/Conceptual One first place winner from each category will also receive an all expenses paid round-trip to Toronto, Ontario and recognized during TMA's 26th annual conference to be held September 29-October 1. The deadline for entry is June 2. Please visit turnaround.org/awards for complete details and entry forms. Papers will be evaluated using established judging criteria set by TMA. Judges will look for several elements in each paper, including, but not limited to: * Relevance to issues pertinent to corporate distress, financial restructuring, and reorganization * Well-written, clearly constructed, and thorough treatment of the subject * Originality of the subject and its interpretation * Depth and quality of analysis ********* 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 ***