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/raid1/www/Hosts/bankrupt/TCR_Public/140428.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, April 28, 2014, Vol. 18, No. 116 Headlines 1717 MARKET PLACE: Receivers to Auction Off Assets on May 19 3501 13TH STREET: Columbia Heights Apartment Bldg for Sale May 8 ADEPT TECH: Wins Continued Access to PNC Bank's Cash Collateral AFA INVESTMENT: Liquidation Plan Declared Effective April 16 AFFINITY GAMING: S&P Cuts CCR to B on Weak Operating Performance ALLIED SYSTEMS: Court Moves CEO Claim Filing Deadline to May 30 AMERICAN AIRLINES: Records Net Profit of $480MM in 1st Qtr. 2014 AMERICAN AIRLINES: American Flight Attendants Submit Proposal AMERICAN ROCK: Moody's Affirms B3 CFR & Rates $350MM Debt B3 AMT MACHINE: Case Summary & 20 Largest Unsecured Creditors ARMSTRONG WORLD: S&P Raises CCR to 'BB'; Outlook Positive ASTANA-FINANCE: Chapter 15 Case Summary BAPTIST HOME: Case Summary & 20 Largest Unsecured Creditors BIOMET INC: Moody's Places 'B2' CFR on Review for Upgrade BODY CENTRAL: Taps Houlihan Lokey For Review CAFUSA LLC: Case Summary & 2 Largest Unsecured Creditors CALUMET PHOTOGRAPHIC: April 29 Hearing on $2.8MM Sale to Insiders CAPELLA HEALTHCARE: Moody's Rates $425MM 1st Lien Term Debt 'B' CAPELLA HEALTHCARE: S&P Assigns 'B' Rating to $425MM Loan CARY DIAGNOSTICS: Case Summary & 14 Largest Unsecured Creditors CASH STORE: To Delist Common Shares From Toronto Stock Exchange CENTENE CORP: Moody's Rates $300MM Senior Unsecured Notes 'Ba2' CENTENE CORP: S&P Assigns 'BB' Rating to $300MM Sr. Notes CHINA NATURAL GAS: E&Y China Seeking Sale or Investment Offers COBRA ELECTRONICS: Posts Q1 Loss; In Waiver Talks with Lenders COLDWATER CREEK: Lowenstein Retained as Creditor Committee Counsel COMMUNITY HOME: Ch. 11 Trustee Hires Smith & Co as Accountant COMMUNITY HOME: Ch. 11 Trustee Taps Vantium Capital as Servicer CONNOLLY CORP: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 CONNOLLY LLC: S&P Affirms 'B' CCR on iHealth Acquisition CONSTRUCTION RESOURCES: La. Court Rules on Dispute Over Atty Fees DETROIT, MI: GOP Speaker Accused of Union Busting DETROIT PUBLIC: Moody's Lowers Issuer Rating to B3; Outlook Neg. DEWEY & LEBOEUF: Notice Did Not Satisfy WARN Exceptions DOLAN COMPANY: Wins Final Approval of Stock Trading Protocol DOLAN COMPANY: Court Sets May 22 as Claims Bar Date DOLAN CO: Appoints Five-Member Official Equity Committee DOLAN CO: U.S. Trustee, Shareholders Object to Ch. 11 Plan EARTHBOUND INTERACTIVE: Case Summary & 20 Top Unsecured Creditors ECOTALITY INC: Has Until May 15 to File Chapter 11 Plan EDISON MISSION: Joint Reorganization Plan Declared Effective EDISON MISSION: May 15 Hearing on Retiree Benefits Termination EDISON MISSION: To Receive Funds Under Wind Farm Project ENERGY FUTURE: Board Meets to Consider Creditors' Proposals EVENT RENTALS: Court Sets May 27 as Claims Bar Date EXTENDED STAY: Lightstone Head Seeks To Revive Willkie Farr Suit FLETCHER INT'L: NJ Judge Won't Hear Richcourt Suit v. Ex-Director GARDA WORLD: Moody's Lowers CFR to B2 & Changes Outlook to Stable GENCO SHIPPING: Proposes GCG as Claims and Noticing Agent GENCO SHIPPING: Wants to Reject Lease for Former Int'l HQ GENCO SHIPPING: Proposes to Use Cash Collateral GENERAL MOTORS: UAW Veteran Nominated to Board GENERAL MOTORS: Victim Compensation Expert's Findings in June GOLDKING HOLDINGS: DIP Loan and Cash Use Extended Until May 30 GOLDKING HOLDINGS: Panel Won't Pursue Hiring of Brinkman Portillo GOLDKING HOLDINGS: Settlement With DEI Oil & Gas Approved GRANDE COMMUNICATIONS: Loan Upsizing No Impact on Moody's B2 CFR GULF COLORADO: Trustee Has Distributed Sale Proceeds GULF STATES LONG TERM: Frost & BSW Win Dismissal of Sodexo Suit HILCORP ENERGY: Alaskan North Deal No Impact on Moody's Ba2 CFR HOA RESTAURANT: Moody's Affirms 'Caa1' CFR; Outlook Positive HOLYOKE GERIATRIC: Case Summary & 20 Top Unsecured Creditors HOUSTON REGIONAL: Astros, Comcast Enter Mediation Over Ch. 11 HYPERDYNAMICS CORP: Gets NYSE Listing Non-Compliance Notice IDAHO BANCORP: Files for Chapter 11 to Sell to Banner Corp IDAHO BANCORP: Case Summary & 4 Largest Unsecured Creditors IRISH BANK: Looks To Sink Developer's Suit Over Tampa Mall J & N YU ASS: Case Summary & 20 Largest Unsecured Creditors JANICE DICKINSON: Ex-Supermodel Lands Deal In Bankruptcy JOE MICHAEL HYATT: Court Says Plan Classification Scheme "Proper" JONAH ENERGY: Moody's Rates $400MM Debt B3 & Assigns B1 CFR JONAH ENERGY: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable JUDSON COLLEGE: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating KLEENMAID GROUP: Ex-Directors To Face Trial Over $12M Fraud KORLEY SEARS: Court Sets Half Day Trial in Sears Trust Action LEARNING CARE: Moody's Assigns 'B3' Corporate Family Rating LINEAGE LOGISTICS: S&P Affirms 'B' CCR; Outlook Stable MARAUDER HOLDINGS: Involuntary Chapter 11 Case Summary MAXUM ENTERPRISES: S&P Assigns 'B+' Corp. Credit Rating MOBILICITY: TELUS to Acquire Business for C$350 Million MOHEGAN TRIBAL: S&P Affirms 'B-' Issuer Credit Rating MOMENTIVE PERFORMANCE: Wilmington Savings Fund Taps Pryor Cashman MOMENTIVE PERFORMANCE: Schedules Filing Date Extended to June 12 MOMENTIVE PERFORMANCE: Can Hire Kurtzman as Claims Agent MOSS FAMILY: Beachwalk Realty Okayed to Sell Lots in Phase 3B MOSS FAMILY: Faegre Baker May Withdraw as Special Counsel MOSS FAMILY: June 17 Hearing to Approve Amended Plan Outline MOSS FAMILY: LaPorte Savings Bank Objects to Moon Valley Sale MT. GOX: Bankruptcy Judge Orders CEO to US For Deposition NAPAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors NNN PARKWAY: Wants Baur Firm to Handle Adversary Case NNN PARKWAY: Wants Weiland Golden to Handle Adversary Case NORSE ENERGY: Mason Capital et al. to Buy Assets for $2.65MM NORSE ENERGY: Seeks Jury Trial in Suit v. NYDEC, NYDOH & Cuomo NORTHERN BERKSHIRE HEALTHCARE: To Sell Assets to BMC OHI INTERMEDIATE: S&P Puts 'B+' CCR on CreditWatch Negative PHILADELPHIA INQUIRER: Judge Orders Ownership Group to Dissolve PLUMLINE INVESTING: Case Summary & 12 Largest Unsecured Creditors PLUMLINE PROPERTIES: Case Summary & 10 Top Unsecured Creditors PORTER HAYDEN: Asbestos Coverage Suit Kept Alive PRIVATE ESCAPES: Voluntary Chapter 11 Case Summary PUREFITNESS CARLSBAD: Case Summary & 20 Top Unsecured Creditors QUEEN OF HEARTS: Case Summary & 20 Largest Unsecured Creditors RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Negative REPUBLIC OF TEXAS: Settles Claims Against Empire Capital & Ex-CFO RESIDENTIAL CAPITAL: Court Won't Revisit Ruling Against Lahrman REVEL AC: Judge Wizmur Closes Chapter 11 Bankruptcy Case REVSTONE INDUSTRIES: GM Says $95M PBGC Deal Ignores Its Claims REVSTONE INDUSTRIES: Selling Canadian Unit for $14.1MM to Zynik REVSTONE INDUSTRIES: Committee Seeks Ouster of PBGC as Member STEPPING STONES: Voluntary Chapter 11 Case Summary STEVE & BARRY'S: Court Won't Revive Paul Hastings Malpractice Suit SUNTECH POWER: Ch. 15 Venue 'Engineered,' Solyndra Says TERI POLO: 'Meet the Parents' Actress Files Ch. 11 Owing the IRS TREND SOUND: Case Summary & 3 Largest Unsecured Creditors TWEETER HOME: Order Revoking Securities Registration Now Final UNIVAR INC: Moody's Lowers Corporate Family Rating to 'B3' UTIX GROUP: Order Revoking Securities Registration Now Final VELOCITY EXPRESS: Order Revoking SEC Registration Now Final VELOCITY POOLING: Moody's Assigns 'B3' Corporate Family Rating VELTI INC: Gets Court Approval to Expand Duties of BMC Group VYTERIS INC: Order Revoking Securities Registration Now Final WALKER LAND: US Trustee Names Breet Reynolds as New Panel Member WALLACE TRANSPORTATION: Case Summary & 13 Top Unsecured Creditors WEST HAVEN LUMBER: Auction & Sale Hearing Today WESTERNBANK PR: AIG Must Defend $176M FDIC Suit, 1st Circ. Says WOODSIDE HOMES: Moody's Hikes Sr. Unsecured Notes Rating to 'B3' WOODSIDE HOMES: S&P Retains 'B' Rating on $220MM Sr. Notes * 2nd Circ. Sends Bankruptcy Lease Question To NY High Court * Bondholders Denied Cert. In Suit Against Wells Fargo * Garb Oil Enters Into Asset Purchase Deal with Bankrupt Company * Bankruptcy Law Center Records High Number of Bankruptcy Filings * Legislator Proposes Bill to Help Steel, Mining Industries * Bank of America Should Face SEC Mortgage Suit, Judge Says * U.S. Overseers Said to Plan Easier Count of Bank Assets * Investors Sue 12 Banks, Allege Conspiracy to Rig Forex Markets * Gruber Hurst Attorneys Earn Spots in Best Lawyers in Dallas List * Simon, Ray & Winikka Attorneys Among Best Lawyers in Dallas List * Van Horn's Daniel Velasquez Joins Coral Springs Zoning Board * BOND PRICING -- For Week From April 21 to 25, 2014 ********* 1717 MARKET PLACE: Receivers to Auction Off Assets on May 19 ------------------------------------------------------------ CBRE Inc. and Barry Worth, the court-appointed receivers for 1717 Market Place II LLC and 1717 Market Place LLC, will conduct a public auction on May 19 at 1:00 p.m. C.D.T. of various real estate and associated assets in a development known as 1717 Market Place located on Rangeline Road in Joplin, Missouri, at the Jasper County Courthouse, 601 South Pearl in Joplin. The assets consist of: -- real property located at 1717 S. Rangeline Road with the majority being leased to Academy Ltd dba Academy Sports; -- real property at 1611 S. Rangeline Road being leased to Ozark Restaurant Group dba Back Yard Burgers; -- a lot located on 17th Street in Joplin adjacent to a Wal-Mart store; -- the revenue stream from Tax Increment Financing and a Transportation Development District with regard to the 1717 Market Place development; and -- an L-Shaped Tract of land located adjacent to the Academy tract. Anyone interested in bidding on some or all of the assets should e-mail inquiries to info@1717marketplace.com or contact: CBRE Inc. Attn: Cathie Crowley Managing Director 190 Carondelet Plaza, Suite 1400 St. Louis, MO 63011 - or - Legal counsel to CBRE Inc: THE ROSS LAW FIRM LLC Nathan Ross, Esq. 16024 Manchester Road, Suite 200 St. Louis, MO 63011 - or - Barry Worth 6 City Place Drive, Suite 900 St. Louis, MO 63141 - or - Legal counsel to Barry Worth: SUMMERS COMPTON WELLS LLC David Sosne, Esq. 8909 Ladue Road St. Louis, MO 63124 Due diligence was due to be completed no later than 5:00 p.m. CDT on April 25. Qualified bids are due April 30. 3501 13TH STREET: Columbia Heights Apartment Bldg for Sale May 8 ---------------------------------------------------------------- The Columbia Heights Apartment Building at Monroe Towers, 3501 St. NW, in Washington D.C. will be auctioned off May 8. Bids are due May 6. A&G Realty Partners will conduct the auction. The property is a 5-story, 42-unit occupied apartment building and has a gross rental income of $531,192. A&G Realty may be reached at: Mike Matlat Tel: 631-465-9508 E-mail: mike@agrealtypartners.com - and - Todd Eyler Tel: 631-465-9510 E-mail: todd@agrealtypartners.com 3501 13th Street NW LLC, based in Laurel, Md., filed a Chapter 11 petition (Bankr. D. Md. Case No. 13-22333) on July 19, 2013. Judge Paul Mannes presides over the case. Richard H. Gins, Esq., and Steven H. Greenfeld, Esq., at The Law Office Of Richard H. Gins, LLC, serves as counsel to the Debtor. In its petition, the Debtor estimated $1 million to $10 million in both assets and liabilities. The petition was signed by Steven Madeoy, managing member. ADEPT TECH: Wins Continued Access to PNC Bank's Cash Collateral --------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Alabama issued a ninth interim order that authorized Adept Technologies, LLC's use of cash collateral, subject to a security interest in favor of PNC Bank, National Association. PNC asserted that the aggregate amount the Debtor owes the bank is $6,402,852 as of the Petition Date. In addition to the PNC Debt, the Debtor is liable for all accrued but unpaid interest and costs of collection incurred by PNC in connection with the PNC Debt, including without limitation, reasonable attorneys' fees and expenses. The Debtor intended to use cash collateral in the ordinary course of business for a period of 60 days from the Feb. 7 entry of the order, unless or until a termination event, or the parties agree to terminate the usage at an earlier date. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant PNC a first priority replacement lien on and in all assets of the Debtor that comprise the PNC collateral, and subordinate only to the carve out on certain expenses. The Debtor also will deliver to PNC $77,000 monthly adequate protection payments commencing on Feb. 15, 2014, and continuing on the 15th of each month through the termination date. PNC will apply the adequate protection payments to the $1.2 million line of credit in accordance with the loan documents evidencing the loan. About ADEPT Technologies ADEPT Technologies, LLC, filed a Chapter 11 petition (Bankr. N.D. Ala. Case No. 12-83490) on Oct. 31, 2012, in Decatur, Alabama. The Debtor, which has principal assets located in Huntsville, Alabama, estimated assets of $10 million to $50 million and liabilities of up to $10 million. Judge Jack Caddell presides over the case. Kevin D. Heard, Esq., at Heard Ary, LLC, represents the Debtor as counsel. The petition was signed by Brad Fielder, managing member. Creditor PNC Bank is represented by Kevin C. Gray, Esq., Matthew W. Grill, Esq. and Christine K. Borton, Esq. of Maynard, Cooper & Gale, P.C., in Birmingham, AL 35203-2618. AFA INVESTMENT: Liquidation Plan Declared Effective April 16 ------------------------------------------------------------ AFA Investment Inc. and its debtor-affiliates notified the U.S. Bankruptcy Court for the District of Delaware that their First Amended Joint Chapter 11 Plan of Liquidation dated Jan. 14, 2014, became effective on April 16, 2014. On March 7, 2014, the Court confirmed the Debtors' Amended Liquidation plan after it approved the adequacy of the Debtors' disclosure statement explaining their plan on the same date. The Debtors' plan facilitates the continued liquidation and distribution of their remaining assets and the wind down of their estates, consistent with the global settlement previously approved by the Court. They believe the plan provides the best recoveries possible for those holders of allowed claims anticipated to receive distributions under the plan, according to the Debtors. Class of Claim Estimated Recovery -------------- ------------------ Administrative Claims 100% Priority Tax Claims 100% WARN Claims 80%-100% Class 1 - Non-Tax Priority Claims 100% Second Lien Lender Secured Claims no claimant receiving full recovery Class 3 - Other Secured Claims 100% Class 4 - Twenty-Day Claims 5%-58% Class 5 - General Unsecured Claims 0% Class 6 - Equity Interests 0% A full-text copy of the disclosure statement is available for free at http://is.gd/LNz41h A full-text copy of the amended liquidation plan is available for free at http://is.gd/ERmORG About AFA Foods King of Prussia, Pennsylvania-based AFA Foods Inc. was one of the largest processors of ground beef products in the United States. AFA had seven facilities capable of producing 800 million pound of ground beef annually. Revenue in 2011 was $958 million. Yucaipa Cos. acquired the business in 2008 and currently owns 92% of the common stock and all of the preferred stock. AFA Foods, AFA Investment Inc. and other affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11127) on April 2, 2012, after recent changes in the market for its ground beef products and the impact of negative media coverage related to boneless lean beef trimmings (BLBT) affected sales. Judge Mary Walrath presides over the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Tobias S. Keller, Esq., at Jones Day, in San Francisco; and Jeffrey B. Ellman, Esq., and Brett J. Berlin, Esq., at Jones Day, in Atlanta, Georgia, represent the Debtors. FTI Consulting Inc. serves as the Debtors' financial advisors and Imperial Capital LLC serves as marketing consultants. Kurtzman Carson Consultants LLC serves as noticing and claims agent. As of Feb. 29, 2012, the Debtors' books and records on a consolidated basis, reflected approximately $219 million in assets and $197 million in liabilities. AFA Foods, Inc., disclosed $615,859,574 in assets and $544,499,689 in liabilities as of the Petition Date. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven members to the official committee of unsecured creditors in the Debtors' cases. The Committee has obtained approval to hire McDonald Hopkins LLC as lead counsel and Potter Anderson & Corroon LLP serves as co-counsel. The Committee also obtained approval to retain J.H. Cohn LLP as its financial advisor. AFA, in its Chapter 11 case, sold plants and paid off the first- lien lenders and the loan financing the Chapter 11 effort. Remaining assets are $14 million cash and the right to file lawsuits. General Electric Capital Corp. and Bank of America Corp. provided about $60 million in DIP financing. The loan was paid off in July 2012. In October 2012, the Bankruptcy Court denied a settlement that would have released Yucaipa Cos., the owner and junior lender to AFA Foods, from claims and lawsuits the creditors might otherwise bring, in exchange for cash to pay unsecured creditors' claims under a liquidating Chapter 11 plan. Under the deal, Yucaipa would have received $11.2 million from the $14 million, with the remainder earmarked for unsecured creditors. Asset recoveries above $14 million would be split with Yucaipa receiving 90% and creditors 10%. Proceeds from lawsuits would be divided roughly 50-50. AFFINITY GAMING: S&P Cuts CCR to B on Weak Operating Performance ---------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Las Vegas-based gaming operator Affinity Gaming (Affinity) to 'B' from 'B+'. The outlook is negative. At the same time, S&P lowered its issue-level rating on Affinity's $235 million senior secured credit facility (comprising a $200 million term loan and a $35 million revolving credit facility) due 2017 to 'BB-' from 'BB'. The recovery rating on this debt remains '1', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. In addition, S&P lowered its issue-level rating on the company's $200 million 9% senior unsecured notes due 2018 to 'B-' from 'B'. Our recovery rating on this debt remains '5' (10%-30% recovery expectation). The downgrade reflects S&P's expectation that the company's performance will deteriorate further in 2014, resulting in credit measures remaining weaker than previously expected and covenant cushion becoming extremely thin. Weakness from increased competition, soft economies in its markets, and weather-related disruptions in the Midwest and Colorado significantly impaired the company's credit measures in 2013. S&P anticipates similar patterns to continue through the first half of 2014 with modest stabilization in the second half. However, S&P still anticipates a weak fiscal 2014 causing lease-adjusted debt to EBITDA to spike above 6x and remain around 5.5x through 2015. Under S&P's forecast for operating performance, we expect the company's cushion with respect to its financial covenants to erode to less than 5%. S&P expects the company will utilize a portion of its excess cash balances to pay down a sufficient amount of debt to prevent a covenant breach and give the company some cushion in covenants. "Our assessment of Affinity's business risk profile as "weak" reflects its challenged Nevada businesses, with limited competitive advantage and minimal barriers to entry in the markets in which they operate. Affinity's Midwest casino business, which had historically benefited from a more protected market position and less volatility during the last downturn, has also been exposed to continued softness in the local economies and weather- related disruptions, causing the segment to underperform relative to our expectations. We expect the Colorado business to stabilize after the weather-related issues in recent quarters and should be a larger contributor to Affinity's operations. However, the company could face disruptions in late 2015 and beyond if voters allow video lottery terminals (VLTs) at exclusive locations in select Denver suburbs, which are key feeder markets to the Black Hawk/Central City gaming market," S&P said. "Our assessment of Affinity's financial risk profile as "highly leveraged" reflects our anticipation that lease-adjusted leverage will remain above 5x, even when incorporating a debt pay-down to prevent a covenant violation, for at least the next two years. The company will continue to have a good amount of cash on the balance sheet after the debt repayments, but will have a reduced liquidity position," S&P added. ALLIED SYSTEMS: Court Moves CEO Claim Filing Deadline to May 30 --------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware extended the deadline for creditors of Allied Systems Holdings Inc. and its debtor-affiliates to file proofs of claim until May 30, 2014, at the behest of Mark J. Gendregske, President and Chief Executive Officer of Allied Systems Holdings, Inc., and company director Brian Cullen. According to court documents, Mr. Gendregske continues to be a defendant in an adversary proceeding initiated by the Official Committee of Unsecured Creditors, in which the Committee, suing derivatively on behalf of Debtors, asserted various claims against Mr. Gendregske, including breach of fiduciary duty. Mr. Cullen is not currently a defendant, but has entered into a tolling agreement with respect to those claims. About Allied Systems Holdings, Inc. BDCM Opportunity Fund II, LP, Spectrum Investment Partners LP, and Black Diamond CLO 2005-1 Adviser L.L.C., filed involuntary petitions for Allied Systems Holdings Inc. and Allied Systems Ltd. (Bankr. D. Del. Case Nos. 12-11564 and 12-11565) on May 17, 2012. The signatories of the involuntary petitions assert claims of at least $52.8 million for loan defaults by the two companies. Allied Systems, through its subsidiaries, provides logistics, distribution, and transportation services for the automotive industry in North America. Allied Holdings Inc. first filed for chapter 11 protection (Bankr. N.D. Ga. Case Nos. 05-12515 through 05-12537) on July 31, 2005. Jeffrey W. Kelley, Esq., at Troutman Sanders, LLP, represented the Debtors in the 2005 case. Allied won confirmation of a reorganization plan and emerged from bankruptcy in May 2007 with $265 million in first-lien debt and $50 million in second- lien debt. The petitioning creditors said Allied defaulted on payments of $57.4 million on the first lien debt and $9.6 million on the second. They hold $47.9 million, or about 20% of the first-lien debt, and about $5 million, or 17%, of the second-lien obligation. They are represented by Adam G. Landis, Esq., and Kerri K. Mumford, Esq., at Landis Rath & Cobb LLP; and Adam C. Harris, Esq., and Robert J. Ward, Esq., at Schulte Roth & Zabel LLP. Allied Systems Holdings Inc. formally put itself and 18 subsidiaries into bankruptcy reorganization June 10, 2012, following the filing of the involuntary Chapter 11 petition. The Company is being advised by Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., and Jeffrey W. Kelley, Esq., at Troutman Sanders, Gowling Lafleur Henderson. The bankruptcy court process does not include captive insurance company Haul Insurance Limited or any of the Company's Mexican or Bermudan subsidiaries. The Company also announced that it intends to seek foreign recognition of its Chapter 11 cases in Canada. An official committee of unsecured creditors has been appointed in the case. The Committee consists of Pension Benefit Guaranty Corporation, Central States Pension Fund, Teamsters National Automobile Transporters Industry Negotiating Committee, and General Motors LLC. The Committee is represented by Sidley Austin LLP. Yucaipa Cos. has 55 percent of the senior debt and took the position it had the right to control actions the indenture trustee would take on behalf of debt holders. The state court ruled in March 2013 that the loan documents didn't allow Yucaipa to vote. In March 2013, the bankruptcy court also gave the official creditors' committee authority to sue Yucaipa. The suit includes claims that the debt held by Yucaipa should be treated as equity or subordinated so everyone else is paid before the Los Angeles- based owner. The judge allowed Black Diamond to participate in the lawsuit against Yucaipa and Allied directors. AMERICAN AIRLINES: Records Net Profit of $480MM in 1st Qtr. 2014 ---------------------------------------------------------------- American Airlines Group Inc. on April 24 reported its first quarter 2014 results. For the first quarter 2014, American Airlines Group reported a record GAAP net profit of $480 million. This compares to a net loss of $341 million in the first quarter 2013. The company's GAAP results for the first quarter 2013 reflect AMR Corporation prior to the merger. The company believes it is more meaningful to compare year-over- year results for American Airlines and US Airways on a combined basis, which is a non-GAAP formulation that combines the results for AMR Corporation and US Airways Group. Therefore, it includes the results of US Airways Group for the full period. First quarter 2014 net profit excluding net special credits was a record $402 million. This compares to a combined non-GAAP net profit of $62 million excluding net special charges for the same period in 2013. Excluding net special credits, first quarter 2014 diluted earnings per share was $0.54. "We are very pleased to report a record profit in our first full quarter as a merged company," said Doug Parker, CEO of American Airlines Group. "Our team of dedicated professionals did an excellent job of taking care of our customers despite particularly difficult weather conditions throughout the quarter. We are excited for the future and expect our synergies to build as we continue to integrate our operations." Merger Integration Since closing the merger on Dec. 9, 2013, the company has made significant progress in integrating American Airlines and US Airways. Key accomplishments: Launched the world's largest codeshare, offering customers improved access to the company's global network by allowing them to book flights on both airlines' networks Provided reciprocal benefits for airport lounge and frequent flyer elite members, including priority check-in, waiving fees for checked bags, complimentary access to preferred seats, priority security lines, early boarding and priority baggage delivery Enabled AAdvantage(R) and Dividend Miles(R) members to earn and redeem miles when traveling across either airline's network Joined operations at 58 airports, including Phoenix and Miami hubs Moved US Airways into the one world alliance on March 31 and to the trans-Atlantic joint venture with American, British Airways, Iberia and Finnair on April 3 Aligned award travel options, checked baggage policies and inflight services for First and Business Class customers Announced Sabre as the new Passenger Services System for the combined company Closed the sale of the slot divestitures required by the U.S. Department of Justice at Ronald Reagan Washington National Airport (DCA). In total, the company received $381 million in cash from the DCA sales and the sale of slots at New York's LaGuardia (LGA) Airport, which closed in the fourth quarter 2013. Revenue and Cost Comparisons On a combined basis, total revenues in the first quarter were a record $10 billion, up 5.6 percent versus the first quarter 2013 on a 2.0 percent increase in total available seat miles (ASMs). Driven by a record yield of 17.03 cents, up 3.2 percent year-over- year, combined consolidated passenger revenue per ASM (PRASM) was also a record for the first quarter at 13.67 cents, up 2.9 percent versus the first quarter 2013. Total combined operating expenses in the first quarter were $9.3 billion, down 0.3 percent over first quarter 2013. Combined first quarter mainline cost per available seat mile (CASM) was 13.50 cents, down 2.7 percent on a 2.7 percent increase in mainline ASMs versus first quarter 2013. This cost improvement was largely due to a 4.8 percent decrease in year-over-year mainline fuel prices. Excluding special charges, fuel and profit sharing, mainline CASM was up 4.0 percent compared to the first quarter 2013, at 8.96 cents. Regional CASM excluding special charges and fuel was 16.62 cents, up 5.0 percent on a 3.2 percent decrease in regional ASMs versus first quarter 2013. Liquidity As of March 31, 2014, American had approximately $10.6 billion in total cash and short-term investments, of which $947 million was restricted. The company also has an undrawn revolving credit facility of $1.0 billion. Approximately $750 million of the company's unrestricted cash balance was held in Venezuelan bolivars, valued at the weighted average applicable exchange rate of 6.32 bolivars to the dollar. This includes approximately $94 million valued at 4.3 bolivars, approximately $611 million valued at 6.3 bolivars and approximately $45 million valued at 10.7 bolivars, with the rate depending on the date the company submitted its repatriation request to the Venezuelan government. In the first quarter of 2014, the Venezuelan government announced that a newly-implemented system (SICAD I) will determine the exchange rate (which fluctuates as determined by weekly auctions and at March 31, 2014 was 10.7 bolivars to the dollar) for repatriation of cash proceeds from ticket sales after January 1, 2014, and introduced new procedures for approval of repatriation of local currency. The company is continuing to work with Venezuelan authorities regarding the timing and exchange rate applicable to the repatriation of funds held in local currency. The company is monitoring this situation closely and continues to evaluate its holdings of Venezuelan bolivars for potential impairment. Since the merger, the company paid $542 million in tax withholdings for employees in lieu of issuing shares of common stock as compensation as permitted under the Plan of Reorganization, thereby reducing the number of shares expected to be issued under the Plan by approximately 20 million. Additionally, the company has elected to utilize the cash settlement feature for the remaining $22 million principal amount of US Airways Group 7.25% convertible notes due May 15, 2014, which will further reduce diluted shares by approximately 4 million shares. Special Items In the first quarter, the company recognized a combined total of $78 million in net special credits, including: $137 million in net special credits consisting primarily of the gain on the sale of slots at Reagan National Airport offset in part by integration and merger-related expenses $47 million in non-operating special charges due primarily to non- cash interest accretion on bankruptcy settlement obligations $8 million in non-cash deferred income tax provision related to certain indefinite-lived intangible assets $4 million in regional non-operating charges Additional Integration Related Developments Distributed $11 million to employees for baggage handling and on- time performance in the month of January; this distribution of $100 per employee is part of the company's Triple Play program which measures on-time arrivals and baggage performance as reported in the DOT's Air Travel Consumer Report (ATCR) Conducted first joint Captain Leadership Training with newly promoted captains from both airlines On April 9, Piedmont flight attendants ratified a new five-year Collective Bargaining Agreement Opened a new Admirals Club lounge at the company's Philadelphia (PHL) hub Fleet/Network Developments As part of its plan to modernize its fleet by replacing older aircraft with newer, more fuel-efficient aircraft, the company inducted 12 new Airbus A321T aircraft into service between New York's John F. Kennedy International Airport (JFK) and Los Angeles International Airport (LAX), and JFK and San Francisco International Airport (SFO). American is now the only U.S. carrier to offer three classes of service between these key markets. The company also took delivery of one Airbus A330-200 aircraft, five Boeing 737-800 aircraft and one Boeing 777-300 aircraft during the first quarter. Revealed new Boeing 767-300 and 777-200ER cabin retrofits, which feature lie-flat seats with direct aisle access in Business Class In April 2014, the company exercised its option to purchase (and thus terminated its existing lease financing arrangements) for 62 Airbus A320 family aircraft scheduled to be delivered between first quarter 2015 and third quarter 2017. In connection with this decision, the company also exercised its right to convert firm orders for 30 Airbus A320 family NEO aircraft (scheduled to be delivered in 2021 and 2022) to options to acquire such aircraft. Community Relations Developments Raised and contributed $750,000 to the Cystic Fibrosis Foundation through the company's 29th Annual Celebrity Ski event in Vail, Colo. Completed 230 employee volunteer events and distributed more than $500,000 in grants in the communities American serves Raised more than $55,000 in employee contributions for the American Airlines and American Eagle Family Fund and the US Airways Education Foundation through the online auction of a trip to Toulouse, France, to take delivery of a new Airbus A330 aircraft Provided travel to 42 children and their families for critical surgeries through the company's Kids in Need program. Nearly 18 million frequent flyers donated more than 48 million miles to the program, which supports the mission of 40 children's organizations and makes travel possible for children in need. Transported and worked with more than 60 assistance dogs in partnership with Assistance Dogs International (ADI) through employees who volunteer with the company's Puppies in Flight program About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN AIRLINES: American Flight Attendants Submit Proposal ------------------------------------------------------------- Flight Attendants at the new American Airlines welcomed reports of the best first quarter in company history and look forward to translating that success to an industry-leading joint contract. In a morning press release, American Airlines announced a staggering $480 million profit, despite a winter full of costly flight cancellations. Coincidentally, the joint negotiating team charged with representing all 24,000 Flight Attendants at the merged airline in contract negotiations submitted an opening proposal to company management later in the morning of April 24. The committee is comprised of Flight Attendants from each pre- merger airline including representatives of the Association of Professional Flight Attendants (American) and the Association of Flight Attendants-CWA (US Airways). "What's good news for American is great news for Flight Attendants," said APFA President Laura Glading. "As the face of this airline, we will continue to work hard to make the company a success. [American CEO] Doug Parker knows that, and I feel confident that we'll reach an agreement that recognizes the Flight Attendants' contribution and commitment to the new American." "[Thurs]day's record-breaking earnings for the new American Airlines is monumental for both our airline and our Flight Attendants," said Roger Holmin, AFA-MEC President. "The Flight Attendants at American Airlines deserve a record-breaking contract, which reflects our contributions in making this merger a reality. This contract should set our 24,000 Flight Attendants apart and establish us well above the rest of the industry." APFA was one of the earliest and most vocal supporters of the American-US Airways merger, predicting that the combined airline would be better able to compete with network carriers United and Delta. Indeed, that has so far been the case as American outperformed both those carriers, as well as Southwest, in the first quarter. Previously, American's best Q1 was in 1998 when then-parent company AMR reported $290 million in earnings. Flight Attendants at the new American are seeking an industry-leading joint collective bargaining agreement that recognizes their prominent role in the company's success. About APFA The Association of Professional Flight Attendants, founded in 1977, represents the more than 16,000 active flight attendants at American Airlines. In November 2011, American's parent company filed for Chapter 11 bankruptcy protection. Throughout the bankruptcy trial, APFA President Laura Glading served on the Unsecured Creditors' Committee where she advocated for the American Airlines Flight Attendants. In February 2013, American and US Airways announced their intention to combine the carriers and on December 9, 2013, American exited bankruptcy and the merger was finalized. Achieving a merger inside bankruptcy is unprecedented in the industry and would not have occurred without the efforts of American's labor unions, particularly APFA. About American Airlines AMR Corp. and its subsidiaries including American Airlines filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 11-15463) in Manhattan on Nov. 29, 2011, after failing to secure cost- cutting labor agreements. AMR, previously the world's largest airline prior to mergers by other airlines, is the last of the so- called U.S. legacy airlines to seek court protection from creditors. It was the third largest airline in the United States at the time of the bankruptcy filing. Weil, Gotshal & Manges LLP serves as bankruptcy counsel to the Debtors. Paul Hastings LLP and Debevoise & Plimpton LLP Groom Law Group, Chartered, are on board as special counsel. Rothschild Inc., is the financial advisor. Garden City Group Inc. is the claims and notice agent. Jack Butler, Esq., John Lyons, Esq., Felecia Perlman, Esq., and Jay Goffman, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP serve as counsel to the Official Committee of Unsecured Creditors in AMR's chapter 11 proceedings. Togut, Segal & Segal LLP is the co-counsel for conflicts and other matters; Moelis & Company LLC is the investment banker, and Mesirow Financial Consulting, LLC, is the financial advisor. The Retiree Committee is represented by Jenner & Block LLP's Catherine L. Steege, Esq., Charles B. Sklarsky, Esq., and Marc B. Hankin, Esq. AMR and US Airways Group, Inc., on Feb. 14, 2013, announced a definitive merger agreement under which the companies will combine to create a premier global carrier, which will have an implied combined equity value of approximately $11 billion. The bankruptcy judge on Sept. 12, 2013, confirmed AMR Corp.'s plan to exit bankruptcy through a merger with US Airways. By distributing stock in the merged airlines, the plan is designed to pay all creditors in full, with interest. Judge Sean Lane confirmed the Plan despite the lawsuit filed by the U.S. Department of Justice and several states' attorney general complaining that the merger violates antitrust laws. In November 2013, AMR and the U.S. Justice Department a settlement of the anti-trust suit. The settlements require the airlines to shed 104 slots at Reagan National Airport in Washington and 34 at LaGuardia Airport in New York. AMR stepped out of Chapter 11 protection after its $17 billion merger with US Airways was formally completed on Dec. 9, 2013. AMERICAN ROCK: Moody's Affirms B3 CFR & Rates $350MM Debt B3 ------------------------------------------------------------ Moody's Investors Service affirmed American Rock Salt Company LLC's B3 Corporate Family Rating ("CFR") and assigned ratings to the company's proposed $470 million senior secured credit facilities. Proceeds will be used to refinance existing secured debt, fund modest tax distributions, and pay transaction-related fees and expenses. The rating outlook is stable. "The proposed transaction is credit positive because it extends maturities and lowers pricing, but until Moody's see meaningful and sustained debt reduction, the rating is likely to remain at B3," said Ben Nelson, Moody's Assistant Vice President and lead analyst for American Rock Salt Company LLC. The actions: Issuer: American Rock Salt Company LLC Corporate Family Rating, Affirmed B3; Probability of Default Rating, Affirmed B3-PD; $350 million Senior Secured First Lien Term Loan B due 2021, Assigned B3 (LGD4 54%); $120 million Senior Secured Second Lien Term Loan due 2022, Assigned Caa1 (LGD4 59%); Outlook, Stable. The assigned ratings are subject to Moody's review of the final terms and conditions of the proposed refinancing transaction, expected to close in the second calendar quarter of 2014. The ratings on the existing credit facilities are expected to be withdrawn following full repayment at closing. Ratings Rationale The B3 CFR is constrained primarily by single site risk, significant weather related demand volatility for rock salt, and aggressive financial policies that have resulted in a highly- leveraged balance sheet. High barriers to entry in rock salt mining, cost advantages due to the company's relatively new mine near Rochester, N.Y., freight-driven economics, and lack of economical alternatives for rock salt create a relatively benign competitive market supportive of strong profit margins in the company's primary markets in upstate New York and central/western Pennsylvania. The company also benefits from the potential to generate substantial free cash flow during periods of strong snowfall and an enterprise value that creates a strong incentive for sponsor support during periods of exceptionally weak snowfall (e.g., two or more consecutive warm winters). Moody's believes that the company is capable of generating operating performance that would translate to adjusted interest coverage of 1.5-2.5 times (EBITDA/Interest), adjusted financial leverage of 5-7 times (Debt/EBITDA), and retained cash flow-to- debt in the mid-to-upper single digit range (RCF/Debt). Following two consecutive weak winter seasons before a return to more normalized conditions during the winter of 2013-14, pro forma leverage remains high in the low 7 times area for the twelve months ended March 31, 2014. Moody's expects retained cash flow- to-debt in the mid single digits with leverage falling to below 7 times by the end of 2014. The stable rating outlook anticipates improvement in credit metrics over the next several quarters and maintenance of adequate liquidity to fund the upcoming seasonal inventory build. Moody's could upgrade the rating with meaningful and sustained debt reduction. An upgrade likely would require expectations for financial leverage well below 10 times on a through-the-cycle basis, retained cash flow to debt nearing 10% of debt in a normalized environment, and a commitment to more conservative financial policies. Moody's could downgrade the rating in response to a significant operational disruption, substantive expected decline in liquidity, or change in Moody's expectations regarding sponsor support during exceptionally weak periods. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. American Rock Salt Company LLC, headquartered in Retsof, N.Y., operates the Hampton Corners rock salt mine in upstate New York and sells primarily to state and local government agencies. The company is a wholly-owned subsidiary of American Rock Salt Holdings LLC, which is closely-held by private investors including some members of management. AMT MACHINE: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: AMT Machine Systems, Ltd. 868 Freeway Drive North Columbus, OH 43229 Case No.: 14-52934 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Southern District of Ohio (Columbus) Judge: Hon. John E. Hoffman Jr. Debtor's Counsel: James A Coutinho, Esq. Myron N. Terlecky, Esq. STRIP HOPPERS LEITHART McGRATH & TERLECKY CO., LPA 575 South Third Street Columbus, OH 43215 Tel: 614-228-6345 Fax: 614-228-6369 Email: jac@columbuslawyer.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dennis R. Pugh, chief executive officer. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ohsb14-52934.pdf ARMSTRONG WORLD: S&P Raises CCR to 'BB'; Outlook Positive --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Lancaster, Pa.-based Armstrong World Industries Inc. to 'BB' from 'BB-'. The outlook is positive. The upgrade reflects Armstrong's improved financial risk profile and the exit of financial sponsor TPG Capital as an owner in the company. In S&P's view, and as per our criteria related to companies owned by financial sponsors, the exit of TPG is likely to result in less aggressive financial policies, especially as it relates to dividends. S&P's positive outlook reflects its expectation that Armstrong's credit measures will continue to improve, that U.S. and global construction markets will grow, and that leverage will fall to about 3x in 2014 and 2.5x in 2015. This is consistent with an intermediate financial profile; however, other important credit measures remain more indicative of a significant financial risk profile. S&P would upgrade Armstrong if debt to EBITDA remains at or below 3x, as it expects, and if other credit measures such as FFO to debt improve to levels consistent with an intermediate financial risk profile. This could occur if margins hold steady in the building products segment and if margins in the resilient flooring and wood flooring segments improve. Given S&P's view of construction markets improving, it expects a downgrade to be unlikely. However, S&P would consider lowering its rating on the company if it pursues a more aggressive dividend policy than S&P expects, which raises leverage levels to more than 4x. ASTANA-FINANCE: Chapter 15 Case Summary --------------------------------------- Chapter 15 Petitioner: Marat Duysenbekovich Aitenov Chapter 15 Debtor: JSC "Astana-Finance" c/o Sidley Austin LLP 787 Seventh Avenue New York, NY 10019 Chapter 15 Case No.: 14-11217 Type of Business: The Debtor was established as a state funded body on Dec. 18, 1997, as the State Enterprise Fund of Economic and Social Development of Akmola Special Economic Zone, which was created in Astana by presidential decree following the transfer of the capital city of Kazakhstan from Almaty to Astana (formerly known as Akmola). In April 1998, AF was reorganized as a closed joint stock company under Kazakhstan law and then subsequently in 1999 AF became a public, open joint stock company with its shares listed on the Kazakhstan Stock Exchange in January 2000. Chapter 15 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Allan L. Gropper Chapter 15 Petitioner's Counsel: Alex R. Rovira, Esq. SIDLEY AUSTIN LLP 787 Seventh Avenue New York, NY 10019 Tel: (212) 839-5300 Fax: (212) 839-5599 Email: arovira@sidley.com Estimated Assets: $500 million to $1 billion Estimated Debts: More than $1 billion BAPTIST HOME: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- The Baptist Home of Philadelphia 14-13305 d/b/a Deer Meadows Retirement Community 8301 Roosevelt Boulevard Philadelphia, PA 19152 The Baptist Home Foundation 14-13306 8301 Roosevelt Boulevard Philadelphia, PA 19152 Type of Business: A charitable Pennsylvania nonprofit corporation formed in 1869. It owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Eric L. Frank (14-13305) Hon. Magdeline D. Coleman (14-13306) Debtors' Counsel: John T. Carroll, III, Esq. Eric L. Scherling, Esq. COZEN O'CONNOR 1201 North Market Street, Suite 1001 Wilmington, DE 19801 Tel: 302-295-2028 Fax: 215-701-2140 Email: jcarroll@cozen.com escherling@cozen.com Estimated Estimated Assets Liabilities ------------ ----------- The Baptist Home of Philadelphia $10MM-$50MM $10MM-$50MM The Baptist Home Foundation $1MM-$10MM $10MM-$50MM The petitions were signed by Lisa Sofia, president and chief executive officer. List of The Baptist Home of Philadelphia 20 Outstanding Balances: Entity Nature of Claim Balance ------ --------------- ------------ Rehabcare Group, Inc. $784,640 SRS Division P.O. Box 503534 St. Louis, MO 63150-3534 Tel: (800)-677-1238 Sodexho, Inc. & Affilates $489,838 Box 360170 Pittsburgh PA 15251-6170 Tel: (866)372-3160 Respiratory Health Services $329,361 PO Box 7247-6524 Philadelphia, PA 19170-6524 (800)-952-4403 Red Line/McKesson Med Surgical $205,617 Shelly's Medication Services $192,771 Security Benefit Life $115,498 Nursing Fund $99,582 PA UC Fund $71,463 Kreg Therapeutics $69,005 Str. Consulting Group, Inc. $48,535 Nazareth Hospital $42,271 Cbiz Accounting, Tax & Advisory $38,900 Allied Elevator $36,717 U.S. Bank Operations Center $35,012 Herbert J. Sims & Co. Inc. $30,000 LifeStar Response of N.J. $29,750 Hillyard-Delaware Valley $28,125 Training & Upgrading Fund $25,766 Mayfair Professional Office $24,439 Reinsel Kuntz Lesher LLP $20,954 The Baptist Home Foundation listed BHP Services as its largest unsecured creditor. BIOMET INC: Moody's Places 'B2' CFR on Review for Upgrade --------------------------------------------------------- Moody's Investors Service placed Biomet, Inc.'s debt ratings (B2 CFR) under review for upgrade following news that the company has signed a definitive agreement to be acquired by Zimmer Holdings, Inc. for $13.35 billion. At the same time, Moody's affirmed Biomet's SGL-2 rating. Moody's understands that Zimmer intends to repay Biomet's debt. Assuming all of Biomet's existing debt is retired, the ratings will be withdrawn. Ratings placed on review for upgrade: Biomet, Inc. B2 Corporate Family Rating B2-PD Probability of Default Rating B1 (LGD3, 35%) Senior Secured Term Loan B1 (LGD3, 35%) Senior Secured Revolver B3 (LGD4, 66%) Senior Unsecured Notes Caa1 (LGD6, 94%) Senior Subordinated Notes Rating affirmed: Biomet, Inc. SGL-2 Moody's rating review will focus on the benefits of Biomet becoming part of a larger combined company with a stronger credit profile. Although Moody's understands that management expects Biomet's debt to be repaid, and there are mandatory redemption provisions in the bond indentures, if any debt remains outstanding, the rating review will evaluate any support mechanisms Zimmer provides to Biomet's debt. If this transaction does not occur as planned, Moody's review will also consider the status of Biomet's previously planned IPO, which Moody's believes is credit positive. Moody's would evaluate the extent to which debt would be repaid and the company's financial policies post-IPO. Biomet indicated in its amended S-1 filing that it intends to exercise the equity clawback provision for its senior unsecured notes. Ratings Rationale Biomet's current B2 CFR largely reflects its very high financial leverage and overall weak financial strength ratios. Although the company has gradually deleveraged since its LBO in 2007, debt/EBITDA for the twelve months ended November 30, 2013 remained high at about 5.8 times. However, the rating also reflects the company's relatively large size compared to other B2 companies and its solid presence in reconstructive implants. Biomet competes with better capitalized players including Johnson & Johnson, Stryker and Zimmer. While an aging population will help support long term demand, the sector will see ongoing volume and pricing pressure because of weakness in the global economy, as well as hospital cost savings initiatives, a transition to new value based reimbursement models and high competition. Similar to other medical device makers, orthopedic companies will need to prove that its devices help improve outcomes, reduce complications and provide economic value to hospitals. Biomet plans to launch its Vanguard XP -- a first-to-market total knee product which preserves the ALC -- during the first quarter of its FY2015. The principal methodology used in rating Biomet was the Global Medical Product and Device Industry Methodology published in October 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Biomet, Inc., (Biomet) headquartered in Warsaw, Indiana, is a global manufacturer of orthopedic products and is among the leaders in the U.S. reconstructive market. Biomet is owned by a private equity consortium, consisting of the Blackstone Group, Goldman Sachs Capital Partners, and Kohlberg Kravis Roberts. BODY CENTRAL: Taps Houlihan Lokey For Review -------------------------------------------- Jamie Mason, writing for The Deal, reported that facing losses and negative cash flow, Body Central Corp. has hired advisers to help it explore strategic alternatives, and one source close to the situation said that the young women's apparel retailer is likely to get financing from its shareholders. According to the report, the Jacksonville, Fla.-based women's retailer has hired Houlihan Lokey Capital Inc. as its financial adviser to assist with finding financing and evaluating transactional and strategic alternatives. Derek Pitts and Surbhi Gupta at Houlihan Lokey are advising the company, The Deal has learned. According to the source, who asked not to be named, Body Central needs a little bit of extra capital, as well as a stable cost structure "better aligned with the risks of the fashion business they are in," the report related. The source noted that Body Central has a lot of costs that it can cut in terms of its payroll expense and its stores, which sell tops, dresses, bottoms, jewelry, accessories and shoes under its Body Central, Sexy Stretch and Lipstick Lingerie labels, the report further related. The company operates 282 Body Central and Body Shop apparel stores in 28 states that target women in their late teens to mid-30s. Founded in 1972, Body Central Corp., a Delaware corporation, is a multi-channel specialty retailer offering on-trend, quality apparel and accessories at value prices. The Company operates specialty apparel stores under the Body Central and Body Shop banners, as well as a direct business comprised of the Company's Body Central catalog and its e-commerce Web sites at http://www.bodycentral.com/and http://www.bodyc.com/ The Troubled Company Reporter, on April 11, 2014, reported that Body Central Corp. filed with the U.S. Securities and Exchange Commission on March 27, 2014, its annual report of Form 10-K for the fiscal year ended Dec. 28, 2013. PricewaterhouseCoopers LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered losses and negative cash flows from operations. CAFUSA LLC: Case Summary & 2 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Cafusa, LLC 1601 S. Ocean Drive Vero Beach, FL 32963 Case No.: 14-19360 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Paul G Hyman Jr Debtor's Counsel: Julianne R. Frank, Esq. FRANK, WHITE-BOYD, PA 11382 Prosperity Farms Rd #230 Palm Beach Gardens, FL 33410 Tel: 561.626.4700 Fax: 561.627.9479 Email: fwbbnk@fwbpa.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Boris Gonzalez, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-19360.pdf CALUMET PHOTOGRAPHIC: April 29 Hearing on $2.8MM Sale to Insiders ----------------------------------------------------------------- Catherine Steege, the Chapter 7 Trustee for Calumet Photographic Inc., and its affiliated debtors, will return to the Bankruptcy Court on April 29 at 9:30 a.m. C.D.T., for a hearing on her request to sell assets of the Debtors free and clear of liens, claims, interests and encumbrances, and to assume and assign certain contracts and leases. Ms. Steege intends to sell inventory and furniture, fixtures and equipment located at the Debtors' stores in Oak Broak, Ill., Chicago (Goose Island), Ill., Philadelphia, Pa., San Francisco, Calif., and Washington D.C., to CalPhoto US LLC, an entity recently formed by principals of the Debtors. Calphoto has offered $2.825 million for the assets. She also seeks to assign the leases for those locations and certain other executory contracts to the buyer. Calphoto also will take an assignment of the Cambridge, Mass., parking lot lease and purchase the FF&E in the Cambridge store as well as the Debtors' intellectual property and web sites. Aside from the cash consideration, Calphoto will assume all cure and carrying costs related to the assumed leases and contracts, and will assume all employee-related liabilities for those employees the purchaser hires and liabilities relating to customer products, product repairs, gift cards and warranty claims. Calphoto also will deliver claims waivers for creditors holding roughly 80% of the aggregate amounts of all unsecured claims held by suppliers. Bankruptcy Judge Eugene R. Wedoff presides over the Debtors' cases. Any higher bid will be considered prior to or at the hearing. Interested bidders may contact the Chapter 7 Trustee's counsel. About Calumet Photographic Calumet Photographic, Inc., a Chicago, Illinois-based photography chain, filed a petition under Chapter 7 of the Bankruptcy Code (Bankr. N.D. Ill. Lead Case No. 14-08893) on March 12, 2014, listing assets of $50 million to $100 million and debts of $10 million to $50 million. The Debtor is represented by Mark A. Berkoff, Esq., at Neal, Gerber & Eisenberg LLP, in Chicago, Illinois. Silverman Consulting serves as financial advisor. Catherine Steege, Esq., has been named the Chapter 7 Trustee. She is represented by: Catherine Steege, Esq. Melissa Root, Esq. Landon S. Raiford, Esq. JENNER & BLOCK LLP 353 N. Clark St. Chicago, IL 60654 E-mail: csteege@jenner.com mroot@jenner.com lraiford@jenner.com CAPELLA HEALTHCARE: Moody's Rates $425MM 1st Lien Term Debt 'B' --------------------------------------------------------------- Moody's Investors Service assigned a B1 rating to Capella Healthcare's proposed $425 million 1st lien term loan B and a Caa1 rating to the company's proposed 2nd lien term loan. Concurrently, Moody's affirmed the company's B2 Corporate Family Rating and B2- PD Probability of Default Rating. The ratings outlook is stable. The proposed credit facilities, along with an unrated $100 million senior secured asset based revolver, will be used to refinance the company's existing $500 million 9.25% senior notes due 2017, purchase the company's Muskogee Community Hospital ("MCH") capital lease, payoff the MCH promissory note, and refinance the company's existing unrated asset based revolver maturing December 2014. The proposed term loan facilities are expected to have a delayed draw feature, with the anticipated drawn down on the facilities to effectuate the refinancing in July 2014. The following rating actions were taken (LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation): $425 million 1st lien term loan B due 7 years, assigned B1 (LGD3, 42%); $160 million 2nd lien term loan due 7.5 years, assigned Caa1 (LGD5, 87%); Corporate family rating, affirmed at B2; Probability of default rating, affirmed at B2-PD. The following rating was affirmed and will be withdrawn upon successful completion of the refinancing transaction: $500 million 9.25% senior unsecured notes due 2017, affirmed at B3 (LGD4, 58%). Ratings Rationale The B2 Corporate Family Rating considers Capella's high leverage, limited scale, and geographic concentration. The rating also considers Capella's reliance on a relatively small number of facilities to generate a majority of the company's EBITDA. Sizeable reimbursement exposure to government payors such as Medicare and Medicaid as well as high levels of uncompensated care from uninsured and under-insured patients further constrains the rating. The rating is supported by anticipated improvement in credit metrics from Capella's focus on internal efficiencies such as streamlining hospital workflow and purchasing as well as the anticipated expansion of healthcare insurance coverage as part of the Affordable Care Act. Additionally, the B2 rating is supported by Capella's emphasis on quality of care and the implementation of electronic health records that are expected to maximize reimbursement levels. Further, the rating benefits from a good liquidity profile and the company's management of non-urban hospitals that generally operate in a less competitive environment when compared to their urban peers. The stable outlook reflects Moody's expectation that the company will take a disciplined approach toward acquisitions and will work to reduce leverage by further improving revenue and EBITDA at existing facilities. The stable outlook also assumes the company will maintain a good liquidity profile, including sufficient borrowing base availability under the $100 million asset based revolver. The ratings could be downgraded if Capella experienced a material operating disruption at one of its larger facilities or if general economic conditions were to impact volumes, payor mix, or bad debt expense more than expected. Specifically, if the company's Moody's adjusted operating cash flow to debt was expected to be sustained below 5%, adjusted free cash flow to debt was expected to be negative, or if leverage (adjusted debt to EBITDA, including the capitalization of operating leases) is sustained over 6.5 times, there could be downward rating pressure. The ratings could also be downgraded if the company were to pursue significant debt funded acquisitions or if its liquidity profile were to deteriorate. A less stable reimbursement and pricing environment with respect to Medicare and private payers could also pressure the ratings. Although unlikely in the near term, the ratings could be upgraded if Capella is able to improve the operations of its existing facilities such that adjusted debt leverage was expected to be sustained below 4.0 times and adjusted free cash flow to debt was expected to be sustained above 8%. Additionally, if the company pursues a disciplined acquisition strategy such that it is able to improve its scale and diversity profile with a reduction in debt leverage and without operational disruption there could be upward pressure on the ratings. Headquartered in Franklin, Tennessee, Capella Healthcare, Inc. is an owner and operator of non-urban hospitals. Capella operates 11 acute care hospitals comprised of 1,504 beds in six states and generated revenue of approximately $722 million for the year ended December 31, 2013. Capella is majority owned by GTCR Golder Rauner, LLC. CAPELLA HEALTHCARE: S&P Assigns 'B' Rating to $425MM Loan --------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'B' issue-level rating to the company's proposed $425 million first lien term loan. The recovery rating on this debt is '4', reflecting S&P's expectations for average recovery (30%-50%) of principal in the event of default. S&P is also assigning its 'CCC+' issue-level rating to the company's proposed $160 million second-lien term loan. The recovery rating on this debt is '6', reflecting prospects for negligible recovery (0%-10%) of principal in the event of default. S&P anticipates this transaction to close in July 2014 when the company's public debt becomes callable. S&P is also affirming its 'B' corporate credit rating and all ratings on the company's existing debt. The outlook is stable. This action reflects only a modest increase in debt largely resulting from refinancing costs. Importantly, the company will be converting its preferred stock (about $339 million including accruals, at Dec. 31, 2013) to common equity, which will reduce debt leverage, per our calculation, by more than three turns. "We view Capella's business risk profile as "weak" because of its small, relatively undiversified portfolio of 11 hospitals, which are largely located in nonurban markets, some of which are relatively competitive," said credit analyst Cheryl Richer. "Our business risk assessment also considers the weak reimbursement environment and adverse shift in payor mix from better-paying commercial and managed care payors to self-pay and Medicaid. A positive factor supporting the "weak" business risk profile is our expectation that Capella's profitability will remain relatively stable, in line with its peer group of other health care facility providers." Despite revenue pressure resulting from a difficult reimbursement environment, S&P's stable rating outlook on Capella reflects expectations of modest EBITDA improvement as a result of minimal volume growth aided by marketing efforts, receipt of government incentive payments (subsequent to the incurrence of expenses), and cost cuts. Importantly, the conversion of holding company preferred stock to common stock drives a meaningful improvement in consolidated debt protection metrics, given S&P's view of preferred stock as a quasi-debt instrument. S&P would consider lowering its rating if Capella's liquidity tightens, without prospects for rapid improvement. For example, assuming a minimum cash balance of $10 million and flat revenues, a 200-basis-point (bp) decline in gross margin could result in cash outflows (and attendant revolver drawdown) of roughly $10 million. Key factors that could contribute to such a result include an unexpected cut in Medicare reimbursement, a Medicaid rate cut in one or more of its key states, or lower rate increases from commercial insurance companies. Other factors that could contribute to such an outcome might be an acceleration of already weak patient volume and diminishing opportunities to control costs. Given S&P's view of ongoing operating pressure, including regulatory uncertainty, and the presence of a financial sponsor, S&P do not envision a scenario for a higher rating in the near to mid-term. CARY DIAGNOSTICS: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Cary Diagnostic Radiology, P.A. 101 SW Cary Parkway, Suite 40 Cary, NC 27511 Case No.: 14-02377 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Eastern District of North Carolina (Raleigh Division) Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 Email: efile@stubbsperdue.com Total Assets: $45,500 Total Liabilities: $1 million The petition was signed by Dr. Christopher Tharrington, president. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb14-02377.pdf CASH STORE: To Delist Common Shares From Toronto Stock Exchange --------------------------------------------------------------- The Cash Store Financial Services Inc. on April 24 disclosed that its common shares will be delisted from the Toronto Stock Exchange effective May 23, 2014 for failure by Cash Store Financial to meet the continued listing requirements of the TSX and, specifically, as a result of the Company seeking and obtaining an order from the Ontario Superior Court of Justice granting creditor protection under the Companies' Creditors Arrangement Act on April 14, 2014. Trading in the Company's securities will remain suspended pending the delisting of the common shares. Cash Store Financial remains committed to completing the restructuring process quickly and efficiently. Cash Store Financial is working diligently to obtain additional debtor-in- possession financing and to run a sales process to maximize value for all of the Company's stakeholders. The Company remains open for business and its branches continue to operate. Daily lending is continuing in all jurisdictions outside of Ontario. About Cash Store Financial Headquartered in Edmonton, Alberta, Cash Store Financial Services Inc. (TSX: CSF) is a lender and broker of short-term advances and provider of other financial services in Canada. Cash Store Financial operates 510 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 27 branches in the United Kingdom. Cash Store Financial is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. CENTENE CORP: Moody's Rates $300MM Senior Unsecured Notes 'Ba2' --------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 senior unsecured debt rating to Centene Corporation's (Centene, NYSE:CNC) issuance of $300 million of 8 year senior notes. The debt issuance is a draw on the company's shelf registration, which it filed on May 13, 2011. Centene intends to use the net proceeds to repay amounts outstanding under their revolving credit facility, to pay related fees and expenses and for general corporate purposes. The outlook on the rating is stable. Ratings Rationale Moody's notes that with the additional debt net of the expected repayment of outstanding debt under the existing revolver, Centene's financial leverage (debt to capital) is expected to remain relatively unchanged from its levels as of March 31, 2014 of approximately 34.6%. Adjusted financial leverage (debt to capital where debt includes operating leases) is expected to be approximately 39.3%, which remains in line with Moody's expectation for the company's current rating level. Moody's Ba2 senior debt rating for Centene is based primarily on the company's concentration in the Medicaid market, acquisitive nature, and moderate level of financial leverage, offset by its multi-state presence, expansion into other healthcare product opportunities, relatively stable financial profile and adequate capitalization. The rating also reflects concerns with respect to the level of reimbursements to Medicaid managed care companies as states fall under budgetary and political pressures. According to the rating agency, while rate increases have been under pressure over the last several years, it appears that states have adhered to actuarial valuations in determining reimbursement levels, including covering the industry fee insurance companies are required to pay under the Affordable Care Act. It should also be noted that the healthcare reform legislation, which will increase the number of persons eligible for Medicaid, has increased interest among states in Medicaid managed care options, providing growth opportunities for Centene. Moody's said that Centene's ratings could be upgraded if: 1) EBITDA margins approach 4% on a consistent basis, 2) financial leverage (debt to capital) is reduced to or below 30%, and 3) the company successfully operates on the individual exchanges, resulting in increased premium diversity. Moody's added that on the other hand, the following could result in a rating downgrade: 1) loss or impairment of one or more additional Medicaid contracts, 2), a loss or penalty associated with the exit from the Kentucky Medicaid contract in excess of 15% of shareholders' equity, 3) EBITDA interest coverage falling below 6x, or 4) Debt to EBITDA ratio remaining above 3x. Centene Corporation is headquartered in St. Louis, Missouri. For the first three months of 2014 the company reported total revenues of $3.5 billion with managed care membership as of March 31, 2014 of approximately 2.9 million. As of March 31, 2014 the company reported shareholders' equity of approximately $ 1.4 billion. The principal methodology used in this rating was Moody's Rating Methodology for U.S. Health Insurance Companies published in May 2011. CENTENE CORP: S&P Assigns 'BB' Rating to $300MM Sr. Notes --------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'BB' senior unsecured debt rating to Centene Corp.'s planned $300 million senior notes due 2022. "We expect Centene to use the majority of the proceeds to pay down an outstanding revolver balance, which was $295 million as of the end of first-quarter 2014. Accordingly, financial leverage of approximately 37% as of first-quarter 2014 does not change materially pro-forma for the transaction. In addition, we believe the transaction will enhance the company's near-term liquidity and financial flexibility modestly to support its growth initiatives. We expect the company's credit metrics to stay in our previously stated ranges for full-year 2014, including EBITDA coverage of more than 10x and leverage between 35% and 40%," S&P said. RATINGS LIST Centene Corp. Corporate Credit Rating BB/Stable/-- New Rating $300 million sr notes due 2022 Sr. Unsecured Debt BB CHINA NATURAL GAS: E&Y China Seeking Sale or Investment Offers -------------------------------------------------------------- Expressions of interest are now sought from parties interested in entering into discussions for the purpose of: -- an acquisition of some or all of the assets of China Natural Gas Inc., and of Xi'an Xilan Natural Gas Co., Ltd., and its subsidiaries; or -- an investment in some or all of the companies. China Natural Gas and Xi'an Xilan Natural Gas are primarily engaged in: -- the distribution of compressed natural gas through a network of fuelling stations in China; -- the installation of natural gas pipelines and the distribution and sale of piped natural gas; and -- the production of liquefied natural gas. Interested parties may contact: Ernst & Young (China) Advisory Limited Andrew Koo Tel: +86 (021) 2228 2964 E-mail: Andrew.Koo@cn.ey.com - and - Richard Zhang Tel: +86 (021) 2228 6519 E-mail: Richard-y.zhang@cn.ey.com About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. China Natural Gas, Inc., sought dismissal of the involuntary petition but in July 2013, it consented to the entry of an order for relief under Chapter 11 of the U.S. Code. China Natural Gas employed Warren Street Global Inc. and designated J. Gregg Pritchard as chief restructuring officer. It employed as bankruptcy counsel Schiff Hardin LLP's Louis T. DeLucia, Esq., and Alyson M. Fiedler, Esq. As of Sept. 30, 2013, the Company had consolidated assets of $307,496,948 and liabilities of $87,714,323. COBRA ELECTRONICS: Posts Q1 Loss; In Waiver Talks with Lenders -------------------------------------------------------------- Cobra Electronics Corporation, a global designer and marketer of mobile communications and navigation products, on April 25 reported a net loss of $1.7 million or $0.25 per share, for the first quarter of 2014 as compared to a net loss of $1.5 million, or $0.23 per share, for the first quarter of 2013. In addition, there was an operating loss of $1.6 million for the current quarter compared to an operating loss of $1.7 million in the same quarter last year. The smaller seasonal operating loss reflected a decrease in selling, general and administrative ("SG&A") expense that was partially offset by lower net sales and gross margin. Consolidated net sales were $21.4 million compared to $21.6 million in the first quarter of 2013, with the Cobra segment reporting a $378,000, or 2.1%, drop in sales and the Performance Products Limited ("PPL") segment reporting a sales increase of $182,000, or 5.8%. The lower sales for the Cobra segment resulted from a drop in sales of Detection products, partially offset by increases in sales of Truck Navigation products and Dash Cams. The lower sales of Detection products reflected reduced sales at certain larger domestic customers that experienced slow store traffic in the first quarter due in part to the extended and harsh winter weather, and the economic conditions in Eastern Europe. Truck Navigation sales increased primarily due to the introduction of a new product, the 6500 PRO HD. The PPL sales increase was attributable to sales of Dash Cam products, which were not sold in the same quarter of last year and the effect of foreign currency changes. Consolidated gross margin was 27.0 percent compared to 28.9 percent in the first quarter of 2013 primarily as a result of a less favorable sales mix and some close-out sales at reduced margins. The gross margin for the Cobra segment was 26.0 percent compared to 27.4 percent in first quarter 2013, which reflected less sales of higher margin products and close-out sales of certain Detection models at lower margins. PPL's gross margin decreased to 32.7 percent from 37.4 percent last year due mainly to sales of certain older products at reduced margins. "The Company typically experiences a seasonal operating loss in the first quarter, although the loss was slightly smaller in the first quarter of 2014 than in the same quarter last year due to significantly reduced SG&A expense. The extended and harsh winter weather and economic conditions in Eastern Europe in the first quarter of 2014 negatively impacted store traffic and net sales. Our history has shown that when the consumer shows up in the stores, our products sell-through well" said Jim Bazet, Cobra's Chairman and Chief Executive Officer. SG&A expenses were $7.4 million in the first quarter of 2014 compared to $8.0 million in the prior year's quarter. Fixed expenses decreased as a result of lower legal and employee compensation expenses. However, these decreases were partially offset by higher variable selling expenses, which reflected an increase in sales to customers with higher promotional funds. Interest expense for the first quarter of 2014 was $257,000 compared to $160,000 for the first quarter of 2013 primarily due to a higher average interest rate. Other income was $206,000 compared to other income of $353,000 in the prior year's quarter primarily due to a lower gain on the cash surrender value of life insurance that the Company owns for the purpose of funding deferred compensation programs for certain current and former officers of the Company. A tax benefit of $22,000 was recorded in the current quarter as compared to a $1,000 tax benefit in the first quarter of 2013. Interest-bearing debt decreased to $13.2 million as of March 31, 2014 compared to $18.2 million at March 31, 2013. Cash on hand at March 31, 2014 was $3.4 million as compared to $4.9 million at March 31, 2013 mainly due to the timing of cash receipts. Inventory at the end of the first quarter increased to $33.7 million from $33.1 million at March 31, 2013 primarily as a result of the lower sales in the Cobra segment. Accounts receivable at the end of the quarter were $10.0 million, a decrease from $13.6 million one year earlier, which mainly reflected higher sales to customers with shorter payment terms. The Company did not meet the required minimum amount of trailing twelve month EBITDA as defined under its credit agreement for the first quarter. The Company is currently working with its lenders to finalize the form of a waiver of the first quarter non- compliance with the credit agreement. In discussing the outlook for the second quarter of 2014, as well as the entire year, Mr. Bazet said, "The Company anticipates an operating income in the second quarter and an improved level of operating income for fiscal year 2014 due to the initial load-ins of new placement for many exciting and innovative new products as well as the implementation of growth initiatives and continued cost and expense reduction measures." About Cobra Electronics Cobra Electronics -- http://www.cobra.com-- is a global designer and marketer of communication and navigation products, with a track record of delivering innovative and award-winning products. Building upon its leadership position in the GMRS/FRS two-way radio, radar detector and Citizens Band radio industries, Cobra identified new growth opportunities and has aggressively expanded into the marine market and has expanded its European operations. COLDWATER CREEK: Lowenstein Retained as Creditor Committee Counsel ------------------------------------------------------------------ Lowenstein Sandler LLP was recently retained as unsecured creditors' committee counsel in the Chapter 11 bankruptcy case of clothing retailer Coldwater Creek Inc. based in Sandpoint, Idaho. On April 11, 2014, Coldwater Creek announced that the Company and all of its subsidiaries have filed voluntary petitions under Chapter 11 in the U.S. Bankruptcy Court in Wilmington, Delaware, in order to facilitate an orderly wind-down of its operations. As a result, the Company generally has stopped purchasing goods and services except for those that it believes are essential to supporting an orderly wind-down of operations. The U.S. Bankruptcy Code mandates that unpaid debts for goods and services provided to Coldwater Creek prior to the Chapter 11 filing date cannot be paid without specific bankruptcy court approval. Any such claims will be addressed as part of the process moving forward. If you have a pre-petition claim for goods and services, you will be notified as to the procedures to follow to file a proof of claim. Coldwater Creek's claims agent, PrimeClerk, will provide the appropriate forms to claimants once a deadline for filing claims has been set. Proof of claim forms and other information about the claims process will be available at a web site maintained by PrimeClerk at http://cases.primeclerk.com/coldwateror by calling 1-855-360-2999. 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. Additionally, approximately 30 employees are employed by a non-debtor affiliate of the Debtors in a foreign registered office based in Hong Kong. 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. The obligations owed by the Debtors under the ABL credit agreement are secured by first priority liens over the Debtors' accounts receivables and inventory and a second priority lien on all of the other assets. The term loan agreement is secured by a second priority lien on accounts receivable and inventory and a first priority lien on all of the other assets. 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. Prime Clerk maintains a web site at http://cases.primeclerk.com/coldwater COMMUNITY HOME: Ch. 11 Trustee Hires Smith & Co as Accountant ------------------------------------------------------------- Kristina M. Johnson, the Chapter 11 trustee of Community Home Financial Services, Inc., asks for permission from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Stephen Smith, C.P.A. of Stephen Smith & Company, P.C., Certified Public Accountants as her accountant, nunc pro tunc to Jan. 8, 2014. Smith & Co. will serve as accountant and perform the services requested by the Trustee including, but not limited to, the preparation of monthly operating reports, handling employment tax and related issues, and to provide other accounting services from time to time. The Trustee has agreed to employ Smith & Co. at its normal hourly rate of $250 per hour. Smith & Co. will also be reimbursed for reasonable out-of-pocket expenses incurred. Stephen 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 & Co. can be reached at: Stephen Smith, C.P.A. STEPHEN SMITH & COMPANY P.C. Certified Public Accountants 1855 Crane Ridge Drive, Suite D Jackson, MS 39216 Tel: (601) 352-6767 About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. A hearing to confirm the Plan was set for Sept. 17, 2013. Later in 2013, interested parties Edwards Family Partnership, LP, and Beher Holdings Trust filed a motion to dismiss or, in the alternative, to convert to Chapter 7 the Debtor's case. In January 2014, the U.S. Trustee appointed Kristina M. Johnson as Chapter 11 trustee for the Debtor's case. Ms. Johnson is a partner at the law firm Jones Walker LLP. The Chapter 11 trustee has engaged her law firm, led by Jeffrey R. Barber, Esq., as counsel in the case. Following the appointment of the Chapter 11 trustee, the Court authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at the law firm of Mullin, Hoard & Brown to withdraw as counsel for the Debtor. The Court also has entered orders holding in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan; and (ii) the objection and amended objection to the confirmation of Plan pending further Court order. Judge Ellington also held in abeyance the motion of Edwards Family Partnership and Beher Holdings Trust's motion to dismiss or convert. EFP and BHT have alleged they hold 99.9% of the claims in the Chapter 11 case. In April 2014, William "Butch" Dickson, the Debtor's founder, was indicted on charges that he defrauded the Company of more than $9 million. He could face decades in prison and millions of dollars in fines. Prosecutors also want him to forfeit the money in question, according to an Associated Press report. COMMUNITY HOME: Ch. 11 Trustee Taps Vantium Capital as Servicer --------------------------------------------------------------- Kristina M. Johnson, the Chapter 11 trustee of Community Home Financial Services, Inc. asks for permission from the U.S. Bankruptcy Court for the Southern District of Mississippi to employ Vantium Capital, Inc., a Delaware Corporation doing business as Acqura Loan Services ("Servicer"), and to approve settlement authority in the above-styled Chapter 11 proceeding. The Trustee requires Vantium Capital to: (a) collect payments and deposit those payments (net of Servicer's fees) into U.S. Trustee approved accounts and remitting net amounts to the Trustee on a monthly basis; (b) provide reports of payments received; and (c) interact with borrowers. Vantium Capital will be compensated out of amounts it collects for the Trustee and will deduct its monthly fees and expenses before remitting the monthly balance to the Trustee. Alan Sercy, executive vice president of the Strategic Recovery Group of Vantium Capital, 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. Vantium Capital can be reached at: Alan Sercy VANTIUM CAPITAL, INC. 7668 Warren Pkwy, Suite 325 Frisco, TX 75034 Tel: (866) 715-6199 Fax: (972) 644-3356 About Community Home Community Home Financial Services, Inc., filed a Chapter 11 petition (Bankr. S.D. Miss. Case No. 12-01703) on May 23, 2012. Community Home Financial is a specialty finance company located in Jackson, Mississippi, providing contractors with financing for their customers. CHFS operates from one central location providing financing through its dealer network throughout 25 states, Alabama, Delaware, and Tennessee. The Debtor scheduled $44,890,581 in total assets and $30,270,271 in total liabilities. Judge Edward Ellington presides over the case. The Debtor was first represented by Roy H. Liddell, Esq., and Jonathan Bissette, Esq., at Wells, Marble, & Hurst, PPLC as Chapter 11 counsel. Wells Marble was terminated Nov. 13, 2013. The Debtor is now being represented by Derek A. Henderson, Esq., in Jackson, Miss. In 2013, the Debtor sought to employ David Mullin, Esq., at Mullin Hoard & Brown LLP, as special counsel. On Aug. 8, 2013, the Court approved the Disclosure Statement explaining the Debtor's Plan of Reorganization dated Jan. 29, 2013. A hearing to confirm the Plan was set for Sept. 17, 2013. Later in 2013, interested parties Edwards Family Partnership, LP, and Beher Holdings Trust filed a motion to dismiss or, in the alternative, to convert to Chapter 7 the Debtor's case. In January 2014, the U.S. Trustee appointed Kristina M. Johnson as Chapter 11 trustee for the Debtor's case. Ms. Johnson is a partner at the law firm Jones Walker LLP. The Chapter 11 trustee has engaged her law firm, led by Jeffrey R. Barber, Esq., as counsel in the case. Following the appointment of the Chapter 11 trustee, the Court authorized Derek A. Henderson, Esq., and David M. Mullin, Esq. at the law firm of Mullin, Hoard & Brown to withdraw as counsel for the Debtor. The Court also has entered orders holding in abeyance the (i) confirmation of the Debtor's Chapter 11 Plan; and (ii) the objection and amended objection to the confirmation of Plan pending further Court order. Judge Ellington also held in abeyance the motion of Edwards Family Partnership and Beher Holdings Trust's motion to dismiss or convert. EFP and BHT have alleged they hold 99.9% of the claims in the Chapter 11 case. In April 2014, William "Butch" Dickson, the Debtor's founder, was indicted on charges that he defrauded the Company of more than $9 million. He could face decades in prison and millions of dollars in fines. Prosecutors also want him to forfeit the money in question, according to an Associated Press report. CONNOLLY CORP: Moody's Assigns B2 CFR & Rates 1st Lien Debt B1 -------------------------------------------------------------- Moody's assigned debt ratings to Connolly Corp., including B2 Corporate Family Rating ("CFR"), B2-PD Probability of Default rating ("PDR"), B1 first lien debt and Caa1 second lien debt instrument ratings. Debt proceeds, along with new and rolled over equity, will be used to effect Connolly's $1.20 billion acquisition of iHealth Technologies ("iHealth"). Upon completion of the transaction, Moody's will withdraw ratings on existing debt at Connolly LLC. The ratings outlook is stable. Ratings Rationale Connolly will be acquiring iHealth for 14 times 2013 EBITDA, with incremental debt at the merged company bringing pro-forma debt-to- EBITDA leverage to approximately 6.3 times, which is weak for a B2 rating. However, although half Connolly's size, iHealth is solidly profitable, and its service offering is complementary to Connolly's. iHealth provides screening of medical claims before the bills are paid to healthcare providers, while Connolly provides technology -- based recovery audit services to health insurers and the Centers for Medicaid and Medicare ("CMS") after those entities have made payments on claims. Moody's believe the combined company, a market leader in payment integrity services, can capitalize on the industry's favorable trends, which include increased healthcare spending as a result of inflation and coverage expansion and greater, regulatory-driven complexity in the billing process itself. Because the CMS's decision to suspend audits of short-stay claims will dramatically impact Connolly's 2014 EBITDA, which Moody's see (pre-acquisition) tumbling by about 25%, the combined company's absolute EBITDA will be lower than the 2013 pro-forma level, and Moody's thus expect leverage to rise, slightly, by year-end, relative to Moody's 6.3 times pro-forma opening leverage. Nevertheless, the combined company, with pro-forma revenues of $450 million and solid EBITDA margins, can generate free cash flows representing a mid-single-digit-percentage of debt, strong for a B2 rating. Moody's notes, however, that the all-floating- rate-debt capital structure could hamper free cash flows if interest rates rise significantly. Moody's does not expect leverage to improve to below 6.0 times until sometime in 2016. Positive fundamentals in the healthcare industry, as well the improved customer diversity resulting from the iHealth acquisition, support Moody's stable outlook for Connolly. The ratings could be upgraded if Connolly integrates iHealth successfully, renews large contracts, resumes growth in its scale while maintaining profitability, and demonstrates a track record of debt reduction such that debt/EBITDA is sustained below the 5.0 times level. Conversely, the ratings could be downgraded if the company falters in absorbing iHealth; if the CMS contract is not extended under reasonable economic terms; if Connolly loses a significant customer; if pricing pressure leads to Moody's expectation of ongoing margin compression, or; if free cash flow (CFO less capex and dividends)/debt falls to the mid- or single- digit percentages. Assignments: Issuer: Connolly Corporation Probability of Default Rating, Assigned B2-PD Corporate Family Rating, Assigned B2 First lien senior secured revolver and term loan facilities, Assigned B1, LGD3, 37 % Second lien senior secured term loan facility, Assigned Caa1, LGD5, 89 % Withdrawals: Issuer: Connolly, LLC Probability of Default Rating, Withdrawn, previously rated B2-PD Corporate Family Rating, Withdrawn, previously rated B2 Senior secured bank credit facilities due January 2019 and 2021, Withdrawn, previously rated B2 Connolly, LLC is a leading provider of technology-enabled recovery audit services to health insurers and the Centers for Medicare and Medicaid Services, as well as to retail businesses. Moody's anticipate Connolly, including its acquisition of iHealth Technologies, will generate revenues of about $450 million in 2014. Private equity firm Advent International bought Connolly for a 12 times multiple in mid-2012, with the founding Connolly family retaining a 19% stake. CONNOLLY LLC: S&P Affirms 'B' CCR on iHealth Acquisition -------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Wilton, Conn.-based Connolly LLC and assigned its 'B' corporate credit rating to Connolly Corp. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating and '3' recovery rating to the company's proposed first-lien senior secured credit facilities, which will consist of a $810 million term loan due 2021 and a $75 million revolving credit facility due 2019. The 'B' rating is at the same level as the corporate credit rating. The '3' recovery rating indicates S&P's expectation for lenders to receive average (50% to 70%) recovery in the event of a payment default. Additionally, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's proposed $265 million second-lien term loan due 2022. The 'CCC+' rating is two notches below the corporate credit rating. The '6' recovery rating indicates S&P's expectation for lenders to receive negligible (0% to 10%) recovery in the event of payment default. S&P expects the company to use proceeds from the transaction to refinance existing debt and fund the acquisition of iHealth Technologies Inc. S&P anticipates the transaction will be completed in May 2014. Upon completion of the transaction, S&P will withdraw its corporate credit rating on Connolly LLC and its issue ratings on the company's $30 million revolving credit facility and $320 million secured loan, which will be repaid in connection with this transaction. "Despite our forecast for credit metrics to materially deteriorate over the next year, we believe the company will support the heavy debt load as the combined company will offer both pre-pay and post-pay audit recovery services to an expanded and more diversified customer base," said Standard & Poor's credit analyst Linda Phelps. "In addition, we anticipate the company will use a portion of its operating cash flow to reduce debt balances. We will look for the company to sustain leverage below 7x over the next year to maintain a stable outlook." CONSTRUCTION RESOURCES: La. Court Rules on Dispute Over Atty Fees ----------------------------------------------------------------- A three-judge panel of the Court of Appeals of Louisiana, Third Circuit, ruled in GALLOWAY JEFCOAT, LLP, v. D. PATRICK ("RICK") KEATING, No. 13-1069 (La. App.), a dispute involving the division of attorney's fees between a bankruptcy attorney and a firm. Mr. Keating, the bankruptcy attorney, with a practice established prior to his employment with the firm, was later terminated by the firm for what it deemed improper retention of fees collected by the attorney. The firm filed suit against Mr. Keating for recovery of the fees and its damages suffered as a result of having to reallocate the time of salaried employees to investigate the activities of the attorney in representing its clients. The attorney reconvened against the firm for fees or for the monthly bonus that he contended entitlement to under his employment agreement. The trial court's judgment awarded the firm fees that it deemed were improperly retained by the attorney, but involuntarily dismissed the firm's claim for damages suffered for reallocation of the time of its salaried employees. Both the attorney and the firm appeal. Appeals Court Judges John D. Saunders, Marc T. Amy, and J. David Painter, amend the trial court's judgment to reflect the attorney's entitlement to his percentage of the fees from one particular client as mandated by the employment agreement. Judge Saunders, who penned the decision, noted that Mr. Keating raised four assignments of error. "We find substance in his assertion that the trial court erred in failing to recognize his entitlement the contracted share of the fees earned in representing Construction Resources Link, Inc. for work that was completed prior to his termination. Therefore, we amend the trial court's judgment to reflect this finding. We find that Keating's remaining assignments of error are without merit," Judge Saunders wrote. Galloway Jefcoat raised a single assignment of error. "We find a reasonable basis for the trial court to involuntarily dismiss the items that it did from Galloway Jefcoat's claim. We assess the costs of these proceedings one half to each Keating and Galloway Jefcoat," Judge Saunders said. A copy of the Court's April 23, 2014 decision is available at http://is.gd/CZTViafrom Leagle.com. Counsel to D. Patrick ("Rick") Keating is: Leslie J. Schiff, Esq. Schiff, Scheckman & White LLP P. O. Box 10 Opelousas, LA 70571-0010 Tel: (337) 942-9771 Counsel to Galloway Jefcoat: Lamont Paul Domingue, Esq. Hoai T. Hoang, Esq. VOORHIES & LABBE P. O. Box 3527 Lafayette, LA 70502-3527 Tel: (337) 232-9700 About Construction Resources Link Construction Resources Link, Inc., in Abbeville, Louisiana, filed for Chapter 11 (Bankr. W.D. La. Case No. 07-51458) on Dec. 8, 2007. The Debtor -- http://www.constructionresourceslink.net/-- fabricates structural metal for ships welding and brazing and soldering services. D. Patrick Keating, Esq., served as counsel in the case. In its petition, CRL listed total assets of $3,221,710 and total debts of $2,532,375. DETROIT, MI: GOP Speaker Accused of Union Busting ------------------------------------------------- Tim Skubick, Politics Columnist for MLive.com, said Michigan House GOP Speaker Jase Bolger has been accused of trying to union bust in Detroit's bankruptcy deal. The Speaker had suggested that unions in Detroit pony up some of their own cash to help solve the pension mess. The report said the Speaker has angered some folks on the issue of strings attached to state aid for the Detroit bankruptcy. "It was asinine," Sen. Coleman Young, Jr. (D-Detroit) said, according to MLive.com's Mr. Skubick. "Break them, bust them, destroy them, annihilate them, or take them to deep water and drown them; whatever you want to call it. He's trying to make them deplete (their coffers). It's a political stunt," Sen. Young said. MLive.com's Jonathan Oosting reported that Michigan Gov. Rick Snyder's push to boost a Detroit bankruptcy settlement with up to $350 million in state money hit a speed bump when the Speaker indicated he may not hold a vote unless unions also contribute to the deal. "I think it's entirely reasonable to expect the unions to give back to the very people they profited from," Mr. Bolger (R- Marshall) said in a statement on April 18, according to MLive.com's Mr. Oosting. Mr. Bolger's statement was made one day after a union attorney indicated that retirees want state lawmakers to approve up to $350 million in state funding before they vote on the plan. "The union leaders made these deals that couldn't possibly have been afforded; they built up their own savings from membership dues paid for by unaffordable contracts. Now they want to walk away, effectively leaving the retirees they are supposed to have represented holding the bag," Mr. Bolger said. MLive.com reported that Gov. Snyder said April 23 that a financial contribution from employee unions was not on the state's list of settlement conditions, but he also rejected the suggestion that Mr. Bolger had "gone rogue" by making the demand. "People have different perspectives on what should be required," Mr. Snyder explained. "I appreciate (Bolger). He's been a pro- active person talking about wanting to get this settled, so he just has additional things he wants to talk about." Meanwhile, the Associated Press reported that U.S. Treasury Secretary Jacob Lew planned to visit Detroit to explore ways to promote job creation and economic growth. The AP said Mr. Lew on Thursday evening April 24 planned to convene a meeting with foundation leaders to discuss ways the nonprofit sector can help. The focus will be creating and investing in programs that support economic development, promote education and workforce skills training, and increase access to capital. On Friday April 25, Mr. Lew planned to tour New Center Stamping, a Detroit business that received $3.7 million in funding from the Treasury Department's State Small Business Credit Initiative. He also was to meet with area business and community leaders to discuss bankrupt Detroit's economy. Plan Confirmation Pushed Back to July 24 As reported by the Troubled Company Reporter on April 24, 2014, Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, issued a fourth order establishing procedures, deadlines and hearing dates relating to the City of Detroit's plan of adjustment and accompanying disclosure statement. The order scheduled July 24, 2014, as the date for the commencement of the hearing on plan confirmation. The plan confirmation hearing was previously scheduled to begin July 16. Additional confirmation hearing dates, as necessary, will be July 25, July 28-31, August 4-8, and August 11-15. A final pretrial conference on plan confirmation is set for July 23. Before the July confirmation hearing, Judge Rhodes will hold status conferences regarding the plan confirmation process on May 15, June 16, and July 14. Currently, numerous objections to the disclosure statement explaining the plan are still pouring in. The City has until April 25 to file an amended disclosure statement incorporating the suggestions and rulings that the Court made at the hearing on April 17, and including any additional agreements reached with creditor representatives. April 28 will be the date of the hearing on the final approval of the disclosure statement. Before the April 17 hearing, the Debtors revised its plan to, among other things, provide that the Detroit Water and Sewerage Department will market $150 million of new-money sewer bonds in June. The Second Amended Plan also provides that the City will also consummate the settlement, which calls for (1) the Unlimited Tax General Obligation Bond Claims to be deemed Allowed in the amount of $388,000,000; and (2) the issuance by the Municipal Finance Authority of the Restructured UTGO Bonds. The Amended Plan provides that the State of Michigan's contribution equal to the net present value of $350 million is conditioned upon, among other things, the Confirmation Order becoming a Final Order no later than September 30, 2014, and the occurrence of the Effective Date no later than December 31, 2014. According to MLive.com, the latest adjustment plan would reduce monthly checks for general retirement system pensioners by 4.5% and freeze cost of living increases. Police and fire pensioners would not see their monthly checks reduced but would take a 55% loss in annual cost of living adjustments. But without outside funding, including the state contribution, the monthly pension check reductions for general retirees could end up as high as 29%. A blacklined version of the Second Amended Plan, dated April 16, is available at http://bankrupt.com/misc/DETROITplan0416.pdf The City said in court papers that the revisions in the Disclosure Statement were the result of multiple multi-hour "meet and confer" conference calls and informal communications with various objectors. During the April 17 hearing, Judge Rhodes overruled objections to the Disclosure Statement but expressed his concern that the City will have difficulty proving the Plan is feasible absent a commitment from the mayor and city council, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported. To aid in the confirmation of the Plan, Judge Rhodes has issued orders appointing: (i) Martha M. Kopacz of Phoenix Management Services, to investigate and reach a conclusion on whether the City's plan is feasible as required by Section 943(b)(7) of the Bankruptcy Code, and whether the assumptions that underlie the City's cash flow projections and forecasts regarding its revenues, expenses and plan payments are reasonable; and (ii) Richard Ravitch, as the Court's consultant on issues of municipal finance and viability. Moreover, the court-appointed mediator, Judge Gerald E. Rosen, confirmed that Milliman, independent actuaries for the City, will continue to provide actuarial data to the independent actuaries of the General Retirement System of the City and the Police and Fire Retirement System of the City (Gabriel Roeder Smith & Company) and to the Official Committee of Retirees (The Segal Company). Judge Rosen has been named mediator since August of last year to serve as an authoritative voice for compromise in the contentious, messy, and the biggest-ever municipal bankruptcy filing in U.S. history. Judge Rosen has mediated numerous issues in the Chapter 9 case, including issues relating to pension and retirees. In the coming days, Judge Rosen will mediate all issues relating to the Department of Water and Sewage and counties, including Wayne County, to offer the parties to negotiate what Judge Rhodes termed as a "unique opportunity to negotiate a regional water authority." On April 19, the Associated Press reported that the names of high- profile businessmen Dan Gilbert and Roger Penske are among those on a witness list for a court proceeding this summer on Detroit's plan to exit bankruptcy. The list has grown to 30 and also includes Emergency Manager Kevyn Orr and Mayor Mike Duggan. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT PUBLIC: Moody's Lowers Issuer Rating to B3; Outlook Neg. ---------------------------------------------------------------- Moody's Investors Service has downgraded to B3 from B2 the issuer rating of Detroit Public Schools, MI (DPS). The issuer rating is based upon an implicit general obligation unlimited tax (GOULT) security and, while the majority of the district's outstanding debt is secured by a voter-approved GOULT pledge, those bonds do not carry the B3 rating. The district's $1.6 billion of outstanding GOULT bonds are further secured by the state's School Bond Qualification and Loan Program (SBQLP). Moody's maintains the enhanced Aa2 programmatic rating on those bonds. The Michigan constitution requires the state to lend a school district sufficient funds to make timely debt service payments, if necessary, on qualified bonds. Additional debt of the district includes $108 million due to the Michigan School Loan Revolving Fund (SLRF) for loans issued to pay debt service on qualified GOULT bonds and $325 million of outstanding long-term state aid revenue bonds. Repayment of SLRF loans is secured by the district's GOULT pledge, while debt service on the revenue bonds carries a pledge of state aid. The outlook on the issuer rating remains negative. Summary Rating Rationale The B3 issuer rating primarily reflects a continuance of operational imbalance that further challenges the district's ability to address its accumulated General Fund deficit. A long- term trend of declining enrollment has contributed to annual loss of operating revenue and, while the year-over-year fall in enrollment in fiscal 2014 was much more moderate compared to earlier years, there is little indication that the district's student population will fully stabilize in the near term. Management has made concerted efforts to reduce costs and align annual expenditures with revenue, but material improvement in the district's financial position will likely require stabilization of current enrollment and revenue trends, a prospect that remains weak in the current economic environment of the City of Detroit (Caa3 negative). The rating additionally incorporates the district's very high debt burden and an operating budget that is constrained by an elevated amount of fixed costs. Absent additional corrective action, financial operations could face growing stress tied to limitations on the district's ability to borrow for short-term cash flow needs. The maintenance of a negative outlook reflects the expectation that operational stress, balance sheet weakness, elevated leverage, and economic challenges will continue to exert growing pressure on the district's underlying credit quality. Strengths -- State oversight of district operations given continued tenure of a state-appointed emergency manager with broad powers to address operational pressures Challenges -- Sustained deficit position in the General Fund that grew to 12% of operating revenues in fiscal 2013 and is budgeted to worsen in fiscal 2014 due to ongoing operational imbalance -- Substantial tax base leverage indicated by direct and overall debt burdens that greatly exceed local government averages -- Fixed costs comprise a growing share of financial operations as revenues continue to decline and could ultimately constrain the district's cash flow margins -- Continued declines in enrollment tied to loss of population and a growing charter school presence -- Challenged economic and demographic profile evidenced by elevated unemployment, population loss and a cumulative 36% decline in full valuation over the past six years Outlook The negative outlook reflects the expectation that operational stress, balance sheet weakness, elevated leverage, and economic challenges will continue to exert growing pressure on the district's underlying credit quality. What Could Move The Rating UP Resolution of ongoing operational imbalance in the General Fund that reduces the district's accumulated deficit What Could Move The Rating DOWN Further operating shortfalls that exacerbate the current deficit position Heightened risk of cash flow insufficiency due to statutory limits on short-term borrowing Growth in the district's elevated debt burden Additional economic deterioration, such as an increase in unemployment or continued tax base depreciation DEWEY & LEBOEUF: Notice Did Not Satisfy WARN Exceptions ------------------------------------------------------- Bankruptcy Judge Martin Glenn of the U.S. Bankruptcy Court for the Southern District Court of New York issued a memorandum opinion and order granting plaintiff's motion to strike affirmative defenses in the adversary proceeding styled VITTORIA CONN, on behalf of herself and all others similarly situated Plaintiff, v.DEWEY & LEBOEUF LLP, Defendant, CASE NO. 12-12321 (MG), ADV. PROC. NO. 12-01672 (MG). Vittoria Conn, on behalf of herself and other former employees of Dewey & LeBoeuf LLP in this certified class action adversary proceeding, sought to impose WARN Act liability on the Dewey bankruptcy estate because Dewey terminated employment of the class without providing the 60 or 90 days' advance notice required by federal and New York law, respectively. Dewey's answer to the complaint asserted affirmative defenses including two that are the subject of the pending motion for partial summary judgment or, in the alternative, for judgment on the pleadings -- first, the "faltering company" exception to liability, and, second, the "unforeseeable circumstances" exception to liability. The statutory predicate for a WARN defendant to trigger either of these affirmative defenses is (1) shortened notice to employees (i.e., "as much notice as is practicable" when less than the required 60 or 90 days' notice is given) that (2) must include a "brief statement" explaining why these particular Exceptions to liability apply in the circumstances. The Plaintiff's counsel argued that the shortened notice -- including the required brief statement -- must be in writing. Dewey's counsel acknowledged that the shortened notice must be in writing but argued that the required brief statement need not be included in the written notice. It is undisputed that a written notice was given, and that it did not include the required brief statement. Dewey argued that two separate letters plus oral statements made at one or more meetings when some but not all employees were present suffices to satisfy the notice requirement. The issue for the Court, therefore, is straight- forward: must the required brief statement be included in the written notice before a WARN Act defendant may rely on the faltering company or unforeseeable circumstances affirmative defenses? Judge Glenn concluded that the answer is YES; the notice -- including the required brief statement -- must be in writing. Since the required brief statement was not included in the written notice that was given here, the motion for summary judgment or for judgment on the pleadings striking the first and second affirmative defenses is granted, he said. "Dewey does not qualify for the WARN Exceptions," ruled Judge Glenn. "Dewey provided written WARN notices on shortened time. Those notices did not contain the necessary brief statements for Dewey to satisfy the WARN Exceptions. Although Dewey attempted to supplement the WARN notices with firmwide meetings delivering the brief statements, the Court rejects the argument that those meetings complied with the WARN Acts' provisions. The facts here demonstrate why an employer should not be permitted to deliver the brief statements separately: not all class members attended the meetings, and what was said is subject to dispute. Dewey's position raises the type of post-hoc, litigation-oriented argument that the WARN Acts' bright lines are intended to avoid." A copy of the Bankruptcy Court's April 10, 2014 memorandum opinion and order is available at http://is.gd/KSaB9X from Leagle.com. Attorneys for Vittoria Conn are: Jack A. Raisner, Esq. OUTTEN & GOLDEN LLP 3 Park Avenue, 29th Floor New York, NY 10016 Attorneys for Dewey & Lebouef LLP, as Defendant in Adv. Pro. No. 12-01672-mg, are: Joshua M. Davis, Esq. Elizabeth K. Levine, Esq. GOULSTON & STORRS, P.C. 400 Atlantic Avenue Boston, MA 02110 E-mail: jdavis@goulstonstorrs.com elevine@goulstonstorrs.com About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DOLAN COMPANY: Wins Final Approval of Stock Trading Protocol ------------------------------------------------------------ The U.S. Bankruptcy Court in Wilmington, Delaware, approved on a final basis, procedures relating to the transfers of The Dolan Company, et al. common stock and 8.5% series B cumulative preferred stock. As of Dec. 31, 2013, the Debtors estimate that they have net operating losses in the amount of approximately $150 million. The NOLs are of significant value to the Debtors and their estates because the Debtors can carry forward their NOLs to offset their future taxable income for up to 20 years, thereby reducing their future aggregate tax obligations. In addition, the NOLs may be utilized by the Debtors to offset any taxable income generated by transactions consummated during the Chapter 11 cases. Pursuant to the Final Order, a party that has, or, after a proposed transaction, will have, beneficial ownership of at least 1,400,000 shares of common stock or 31,500 shares of Preferred Stock may not consummate any purchase, sale or other transfer of common stock or preferred stock or beneficial ownership of the securities in violation of the procedures, and any such transaction in violation of the procedures is null and void ab initio. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a combined hearing to approve the disclosure statement and confirm the Joint Prepackaged Chapter 11 plan. Objections to the Plan were due April 24. DOLAN COMPANY: Court Sets May 22 as Claims Bar Date --------------------------------------------------- The U.S. Bankruptcy Court in Wilmington, Delaware, has established May 22, 2014, at 4:00 p.m. prevailing Eastern Time, as the deadline for creditors, other than governmental units, to file proofs of claim against The Dolan Company and its affiliated debtors. Creditors who have or may have an unsecured non-priority claim in an amount equal to or greater than $100,000 on account of a single act or occurrence against the Debtors that arose before March 23, 2014, must file a proof of claim by the bar date. Meanwhile, governmental entities have until Sept. 19, 2014, at 4:00 p.m. prevailing Eastern Time, to file proofs of claim. Government units who have or may have an unsecured non-priority claim in an amount equal to or greater than $100,000 on account of a single act or occurrence against the Debtors that arose before March 23, 2014, must file a proof of claim by the bar date. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a combined hearing to approve the disclosure statement and confirm the Joint Prepackaged Chapter 11 plan. Objections to the Plan were due April 24. DOLAN CO: Appoints Five-Member Official Equity Committee -------------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware that she has appointed five members to the official committee of equity security holders in the Chapter 11 cases of The Dolan Company. The Committee members are: (1) Leap Tide Capital Management Attn: Jan Loeb 10451 Mill Run Cir. Owings Mills, MD 21117 Phone: 410-654-3315 Fax: 410-654-3316 (2) Alexandre Zyngier 600 Mamarone Ave., 4th Fl. Harrison, NY 10528 Phone: 914-565-9129 (3) Greywolf Capital Management Attn: Joe McInnis 4 Manhattanville Rd., Ste. 207 Phone: 914-251-8200 Fax: 914-251-8244 (4) Severn River Capital Management Attn: Stephen Scott Roth 12 Havemeyer Pl., 1 Fl. Greenwich, CT 06830 Phone: 203-971-3610 Fax: 866-856-9570 (5) DS Fund I LLC Attn: Jake Miller 1440 Broadway, 23rd Fl. New York, NY 10018 Phone: 646-512-5090 The Equity Committee is represented by Neil B. Glassman, Esq. -- NGlassman@bayardlaw.com -- GianClaudio Finizio, Esq. -- GFinizio@bayardlaw.com -- and Justin R. Alberto, Esq. -- JAlberto@bayardlaw.com -- at BAYARD, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at BROWN RUDNICK LLP, in New York; and Steven B. Levine, Esq., at BROWN RUDNICK LLP, in Boston, Massachusetts. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. The Company expects to emerge from bankruptcy within two months. The Bankruptcy Court scheduled for May 1, 2014 at 9:00 a.m. a combined hearing to approve the disclosure statement and confirm the Joint Prepackaged Chapter 11 plan. Judge Brendan L. Shannon oversees the case. Objections to the Plan are due April 24. Bayside Capital is represented in the case by: AKIN GUMP STRAUSS HAUER & FELD LLP Michael S. Stamer, Esq. One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: 212-872-1025 Fax: 212-872-1002 - and - Sarah Link Schultz, Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 Tel: 214-969-4367 Fax: 214-969-4343 DOLAN CO: U.S. Trustee, Shareholders Object to Ch. 11 Plan ---------------------------------------------------------- Roberta A. DeAngelis, the U.S. Trustee for Region 3, and the Official Committee of Equity Security Holders complain that the disclosure statement explaining The Dolan Company, et al.'s Joint Prepackaged Plan of Reorganization does not satisfy the adequate information standard of Section 1125 of the Bankruptcy Code. The U.S. Trustee specifically pointed out that the Disclosure Statement lacked financial information and failed to disclose the substantial increases in interest rates and fees paid under the credit agreement in the months preceding the Petition Date. The Equity Committee pointed out that the explanation of the disclosure statement of the valuation approach used by the Debtors' financial advisor, Peter J. Solomon Company, omits any of the analytics customarily included in valuation analyses. The Equity Committee also complained that it is not clear from the text of the summary in the Disclosure Statement to what extent PJSC incorporated other potential sources of value such as net operating loss carry-forwards in the face amount of more than $150 million. The U.S. Bankruptcy Court for the District of Delaware will convene a hearing on May 1, 2014, at 9:00 a.m., to consider, among other things, the adequacy of the disclosure statement explaining the Debtors' Plan and the confirmation of such Plan. On April 24, the Debtors filed supplements to the Plan, including Form of New Topco Operating Agreement, Form of the New Corporate Governance Documents, Form of Exit Facility Credit Agreement, Form of SVP Operating Agreement, and Form of Seller Note Assignment Documents. Full-text copies of the Plan Supplement are available at http://bankrupt.com/misc/DOLANplanex0424.pdf The U.S. Trustee is represented by David L. Buchbinder, Esq., Trial Attorney, Office of the United States Trustee, in Wilmington, Delaware. The Equity Committee is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at BAYARD, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at BROWN RUDNICK LLP, in New York; and Steven B. Levine, Esq., at BROWN RUDNICK LLP, in Boston, Massachusetts. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. The Company expects to emerge from bankruptcy within two months. The Bankrupcy Court scheduled for May 1, 2014 at 9:00 a.m. a combined hearing to approve the disclosure statement and confirm the Joint Prepackaged Chapter 11 plan. Judge Brendan L. Shannon oversees the case. Objections to the Plan are due April 24. Bayside Capital is represented in the case by: AKIN GUMP STRAUSS HAUER & FELD LLP Michael S. Stamer, Esq. One Bryant Park Bank of America Tower New York, NY 10036-6745 Tel: 212-872-1025 Fax: 212-872-1002 - and - Sarah Link Schultz, Esq. 1700 Pacific Avenue, Suite 4100 Dallas, TX 75201-4624 Tel: 214-969-4367 Fax: 214-969-4343 EARTHBOUND INTERACTIVE: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Earthbound Interactive, LLC 12115 W. Bluff Creek Dr. Playa Vista, CA 90094 Case No.: 14-17888 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: Gary Leibowitz, Esq. THE LAW OFFICE OF GARY LEIBOWITZ 4050 Katella Ave Ste 201 Los Alamitos, CA 90720 Tel: 562-430-6002 Fax: 562-430-8187 Email: attorneygary@gmail.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Dr. Blaine Behringer, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-17888.pdf ECOTALITY INC: Has Until May 15 to File Chapter 11 Plan ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Arizona extended the exclusive periods of Ecotality Inc. and its debtor affiliates to: a) file a Chapter 11 plan until May 15, 2014; and b) solicit acceptances of that plan until July 14, 2014. This is the Debtors' third extension request. The Debtors tell the Court that they continue to make progress in their efforts to propose a joint Chapter 11 plan with an accompanying disclosure statement. Since the successful closing of various sales concerning substantially all of the Debtors' assets in mid-October, they and their professional advisors have made significant headway in formulating, evaluating, reviewing and documenting various plan structures with the goal of maximizing creditor recoveries, according to the Debtors. The Debtors add they initially believed that a straight liquidating plan would best maximize the recoveries for creditors. After active discussions with the Official Committee of Unsecured Creditors and certain parties in interest, they have sought to assess, in conjunction with those parties, the relative advantages and disadvantages of developing and soliciting votes on a plan of reorganization as compared to the previously contemplated plan of liquidation. About Ecotality Inc. Headquartered in San Francisco, California, Ecotality, Inc. (Nasdaq: ECTY) -- http://www.ecotality.com-- is a provider of electric transportation and storage technologies. Ecotality Inc. along with affiliates including lead debtor Electric Transportation Engineering Corp. sought Chapter 11 protection (Bankr. D. Ariz. Lead Case No. 13-16126) on Sept. 16, 2013, with plans to sell the business at an auction. The cases are assigned to Chief Judge Randolph J. Haines. The Debtors' lead counsel are Charles R. Gibbs, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Dallas, Texas; and David P. Simonds, Esq., and Arun Kurichety, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Los Angeles, California. The Debtors' local counsel is Jared G. Parker, Esq., at Parker Schwartz, PLLC, in Phoenix, Arizona. FTI Consulting, Inc. serves as the Debtors' crisis manager and financial advisor. The Debtors' claims and noticing agent is Kurtzman Carson Consultants LLC. Electric Transportation estimated assets of $10 million to $50 million and debt of $100 million to $500 million. Unlike most companies in bankruptcy, Ecotality has no secured debt. It simply ran out of money. There's $5 million owing on convertible notes, plus liability on leases. Part of pre-bankruptcy financing took the form of a $100 million cost-sharing grant from the U.S. Energy Department. In view of the San Francisco-based company's financial problems, the government cut off the grant when $84.8 million had been drawn. On Sept. 24, 2013, the Office of the United States Trustee for Region 14 appointed a committee of unsecured creditors. In October 2013, the bankruptcy judge cleared Ecotality to sell most of the business to Car Charging Group Inc. for $3.3 million. Two other buyers purchased other assets for $1 million in total. EDISON MISSION: Joint Reorganization Plan Declared Effective ------------------------------------------------------------ Edison Mission Energy, et al., notified the U.S. Bankruptcy Court for the Northern District of Illinois that the Effective Date of their Joint Plan of Reorganization occurred on April 1, 2014. The Debtors related that they have consummated the transactions contemplated under the Plan, including the sale transaction and the settlement with Edison International. The Debtors related that: a) the Reorganization Trust received the estimated cash purchase price of approximately $3,024,181,595 and 12,671,977 shares of NRG Energy, Inc. common stock as part of the sale transaction and pursuant to the purchase agreement, and b) the Reorganization Trust received the Effective Date Cash Amount of $225,000,000 as contemplated under the EIX Settlement Agreement. In accordance with the Plan, the Reorganization Trust has commenced the distributions provided for under the Plan. According to the Debtors, all final requests for payment of Accrued Professional Compensation Claims incurred during the period from the Petition Date through the Confirmation Date must be filed with the Bankruptcy Court by May 1, 2014. On April 1, 2014, the Debtors filed amended versions of the Reorganization Trust Agreement, the Amount of Disputed Claims Reserve, and the Summary of Wind Down Budget, to supplement the Plan. The Amended Exhibits are integral to and part of the Plan. A copy of the supplement is available for free at: http://bankrupt.com/misc/EDISONMISSIONplansuppexhibits.pdf As reported in the Troubled Company Reporter, the Debtors' Plan was approved by the Court on March 11. Edison International said the approved Plan incorporates the Settlement Agreement reached on Feb. 18, 2014, between EME, Edison International, and certain of EME's creditors. The approval will allow the settlement, well as the planned sale of substantially all of EME's assets and stock of subsidiaries to NRG Energy, Inc., to be implemented. Under the Plan and consistent with the settlement agreement, EME will emerge from bankruptcy free of liabilities and remain a subsidiary of Edison International. All assets and liabilities of EME that are not otherwise discharged in the bankruptcy or sold to NRG Energy, Inc. will be transferred to a newly-formed trust under the control of EME's creditors, other than certain income tax and pension related liabilities being assumed by Edison International under the Settlement Agreement. The Plan provides for: (a) the sale to NRG Energy and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. NRG Energy, Inc. earlier said the acquisition of EME's portfolio of renewable and conventional generation assets will make NRG the largest competitive US power company with about 53,600 megawatts of generating capacity. EME's substantial wind generation portfolio, combined with NRG's leading solar portfolio, will make NRG the third-largest US-based renewable energy generation company. NRG said it expects to close the transaction by the end of the first quarter of 2014, following FERC approval. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EDISON MISSION: May 15 Hearing on Retiree Benefits Termination -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois continued until May 15, 2014, at 10:00 a.m., the hearing to consider Edison Mission Energy, et al.'s motion to terminate retiree benefits immediately following the effective date of the Plan of Reorganization and to terminate the Midwest Generation, LLC Union Retiree Benefits as of March 31, 2015. The Debtors, in a reply brief supporting its motion, stated that the sponsoring Debtors will have no legal obligation under the Employee Retirement Income Security Act of 1974, as amended, to continue to provide Retiree Benefits to the Affected Retirees. The Retiree Group has agreed to this. In fact, it is undisputed that each and every one of the governing Plan Documents (going back to 1958, the earliest date of employment for any Affected Retiree) contains express "reservation of rights" clauses that, under well-developed Seventh Circuit case law, permit the sponsoring Debtors to modify or terminate Retiree Benefits at any time. As reported in the Troubled Company Reporter on Jan. 14, 2014, the Debtors related that the Plan provides for the sale of all or substantially all of Debtors MWG, EME, and Midwest Generation EME, LLC, will be sold to NRG Energy, Inc. The Debtors stated that historically, they have been able to fund the retiree benefits with revenues from their power generating assets. Soon, this will no longer be possible as following confirmation, the Debtors will lack revenue generating operations that would allow them to continue to fund the retiree benefits, currently estimated to exceed $62.5 million on a present value basis. The Debtors add that NRG is not assuming responsibility for the retiree benefits. Moreover, following confirmation of the Plan, the Debtors will be unable to administer the Retiree Benefits. For the past 27 years, the Debtors' corporate parent, Edison International has been responsible for administering the Retiree Benefits. This arrangement will end following confirmation of the Plan. After confirmation, EME will not have the resources, administrative support, personnel, or experience that would allow them to continue to administer the Retiree Benefits following Plan confirmation into the future. Furthermore, the Debtors asserted that both the documents governing the Retiree Benefits and applicable law unequivocally permit the Sponsoring Debtors to unilaterally terminate the Retiree Benefits. The Debtors are only obligated to continue to provide the Retiree Benefits to the extent such benefits are "vested" and these benefits are not vested, the Debtors' counsel, David R. Seligman, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, said in court papers. In a separate order, the Bankruptcy Judge Jacqueline P. Cox entered a protective order that will govern the designation and handling of any documents or other information disclosed or produced in connection with any discovery served between and among the named retiree, the Debtors, Southern California Edison Company and Edison International (EIX), including subpoenas, document requests, interrogatories and depositions and all information derived therefrom, whether or not previously produced. About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. The Plan was declared effective on April 1, 2014. EDISON MISSION: To Receive Funds Under Wind Farm Project -------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois entered an order: i) authorizing Edison Mission Energy, et al., to acknowledge obligations under a membership interest purchase agreement dated March 25, 2014, among Edison Mission Midwest II, Inc. (seller), Big Sky Wind, LLC (Project Company) and Suzlon Wind Energy Corporation (buyer); and ii) approving the settlement agreement contemplated by the purchase agreement. The seller is the sole member of Project Company and holds all membership interest in the project company. The Project Company owns the 240 MW wind farm project referred to as the Big Sky Wind project. The agreement provides that, among other things: 1. the Project Company will, immediately prior to the closing, distribute to seller's affiliate, Edison Mission Wind, LLC or Edison Mission Energy immediately available fund to the applicable account designated for EMW and EME cash in the aggregate amount of $9,642,823; and 2. at closing, Project Company will (i) pay the aggregate amount of $1,750,000 (cash purchase price); and (ii) pay EMW the amount of $700,000 which are owed to Union Bank, N.A., for the 90 day period from and after the closing date. A copy of the settlement is available for free at http://bankrupt.com/misc/EDISONMISSION_settlementorder.pdf About Edison Mission Santa Ana, California-based Edison Mission Energy is a holding company whose subsidiaries and affiliates are engaged in the business of developing, acquiring, owning or leasing, operating and selling energy and capacity from independent power production facilities. EME also engages in hedging and energy trading activities in power markets through its subsidiary Edison Mission Marketing & Trading, Inc. EME was formed in 1986 and is an indirect subsidiary of Edison International. Edison International also owns Southern California Edison Company, one of the largest electric utilities in the United States. EME and its affiliates sought Chapter 11 protection (Bankr. N.D. Ill. Lead Case No. 12-49219) on Dec. 17, 2012. EME has reached an agreement with the holders of a majority of EME's $3.7 billion of outstanding public indebtedness and its parent company, Edison International EIX, that, pursuant to a plan of reorganization and pending court approval, would transition Edison International's equity interest to EME's creditors, retire existing public debt and enhance EME's access to liquidity. The Company's balance sheet at Sept. 30, 2012, showed $8.17 billion in total assets, $6.68 billion in total liabilities and $1.48 billion in total equity. In its schedules, Edison Mission Energy disclosed total assets of assets of $5,721,559,170 and total liabilities of $6,202,215,094 as of the Petition Date. The Debtors, other than Camino Energy Company, are also represented by James H.M. Sprayregen, P.C., Sarah Hiltz Seewer, Esq., and Seth A. Gastwirth, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; and Joshua A. Sussberg, Esq., at Kirkland & Ellis LLP, in New York. Debtor Camino Energy Company is represented by David A. Agay, Esq., and Joshua Gadharf, Esq., at McDonald Hopkins LLC, in Chicago, Illinois. Perella Weinberg Partners is acting as the Debtors' financial advisor and McKinsey & Company Recovery and Transformation Services is acting as restructuring advisor. GCG, Inc., is the claims and notice agent. An official committee of unsecured creditors has been appointed in the case and is represented by Ira S. Dizengoff, Esq., Stephen M. Baldini, Esq., Arik Preis, Esq., and Robert J. Boller, Esq., at Akin Gump Strauss Hauer & Feld LLP in New York; James Savin, Esq., and Kevin M. Eide, Esq., at Akin Gump Strauss Hauer & Feld LLP in Washington, DC; and David M. Neff, Esq., and Brian Audette, Esq., at Perkins Coie LLP. The Committee also has tapped Blackstone Advisory Partners as investment banker and FTI Consulting as financial advisor. EME's Joint Plan of Reorganization was confirmed on March 11, 2014. The Plan provides for: (a) the sale to NRG Energy, Inc. and NRG Energy Holdings, Inc. of substantially all of EME's assets for approximately $2.635 billion, subject to certain adjustments provided in the Acquisition Agreement, and assumption of so-called PoJo Leases, as modified; (b) a settlement with Edison International -- EIX -- and certain EME noteholders pursuant to which EME will emerge from bankruptcy free of liabilities but will remain an indirect wholly-owned subsidiary of EIX; and (c) the transfer of substantially all remaining assets and liabilities of EME that are not otherwise discharged in the bankruptcy or transferred to NRG to the Reorganization Trust. Once consummated, the Plan will result in recoveries of over 80% for holders of unsecured claims against EME and payment in full in cash of claims against EME's subsidiaries. The Plan was declared effective on April 1, 2014. ENERGY FUTURE: Board Meets to Consider Creditors' Proposals ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that the board of Texas power-plant owner Energy Future Holdings Corp. met to consider two creditor proposals for a reorganization plan, according to two people with knowledge of the talks. According to the report, Energy Future is facing a May 1 default deadline, when creditors could precipitate bankruptcy before there is agreement on a reorganization to quicken a trip through Chapter 11. 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. EVENT RENTALS: Court Sets May 27 as Claims Bar Date --------------------------------------------------- The U.S. Bankruptcy Court in Wilmington, Delaware, has established May 27, 2014, at 4:00 p.m. prevailing Eastern Time, as the deadline for creditors, other than governmental units, to file proofs of claim against Event Rentals Inc., Class Party Rentals Inc. and their affiliated debtors. Governmental entities have until Aug. 12, 2014, at 4:00 p.m. prevailing Eastern Time, to file proofs of claim. About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H. Strock, Esq., at Fox Rothschild LLP as local counsel; John K. Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. The Debtors disclosed that funds managed by Apollo Global Management, LLC submitted the winning offer to acquire substantially all of the Debtors' business at the April 21 auction. A hearing to approve the sale is set for April 29. The Debtors intend to complete the sale by the end of May. EXTENDED STAY: Lightstone Head Seeks To Revive Willkie Farr Suit ---------------------------------------------------------------- Law360 reported that founder of The Lightstone Group LLC and former head of Extended Stay America Inc. urged a New York appeals court to revive his legal malpractice action against Willkie Farr & Gallagher LLP over a $100 million liability stemming from the hotel chain's bankruptcy. According to the report, Andrew G. Celli Jr., Esq. -- acelli@ecbalaw.com -- of Emery Celli Brinckerhoff & Abady LLP, an attorney for Lightstone founder David Lichtenstein, told a five- judge panel that Lichtenstein would likely have escaped personal liability if he hadn't authorized Extended Stay's voluntary bankruptcy filing. About Extended Stay Extended Stay is the largest owner and operator of mid-price extended stay hotels in the United States, holding one of the most geographically diverse portfolios in the lodging sector with properties located across 44 states (including 11 hotels located in New York) and two provinces in Canada. As a result of acquisitions and mergers, Extended Stay's portfolio has expanded to encompass over 680 properties, consisting of hotels directly owned or leased by Extended Stay or one of its affiliates. Extended Stay currently operates five hotel brands: (i) Crossland Economy Studios, (ii) Extended Stay America, (iii) Extended Stay Deluxe, (iv) Homestead Studio Suites, and (v) StudioPLUS Deluxe Studios. Extended Stay Inc. and its affiliates filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-13764) on June 15, 2009. Judge James M. Peck handles the case. Marcia L. Goldstein, Esq., at Weil Gotshal & Manges LLP, in New York, represents the Debtors. Lazard Freres & Co. LLC is the Debtors' financial advisors. Kurtzman Carson Consultants LLC is the claims agent. The Official Committee of Unsecured Creditors tapped Gilbert Backenroth, Esq., Mark T. Power, Esq., and Mark S. Indelicato, Esq., at Hahn & Hessen LLP, in New York, as counsel. Extended Stay had assets of $7.1 billion and debts of $7.6 billion as of the end of 2008. Extended Stay Inc. in October successfully emerged from Chapter 11 protection. An investment group including Centerbridge Partners, L.P., Paulson & Co. Inc. and Blackstone Real Estate Partners VI, L.P. has purchased 100 percent of the Company for $3.925 billion in connection with the Plan of Reorganization confirmed by the Bankruptcy Court in July 2010. FLETCHER INT'L: NJ Judge Won't Hear Richcourt Suit v. Ex-Director ----------------------------------------------------------------- New Jersey District Judge Robert B. Kugler, granted the request of Deborah Hicks Midanek to dismiss the complaint filed by Richcourt Allweather Fund, Inc., et al., based on lack of personal jurisdiction. The judge also dismissed as moot the Plaintiffs' cross-motion to expedite discovery. RICHCOURT ALLWEATHER FUND, INC., et al., Plaintiffs, v. DEBORAH HICKS MIDANEK, Defendant, Civil No. 13-4810 (RBK/AMD)(D.N.J.), involves a falling out between directors of a group of affiliated investment funds. The funds, known as "funds of funds," are based in the British Virgin Islands and Cayman Islands, and each fund is managed by an affiliated management firm, which are not parties in this matter. Alphonse "Buddy" Fletcher is a director of all of the relevant management firms except for one of them, Richcourt Capital Management. Richcourt Capital Management is evidently the management firm for all of the funds located in the British Virgin Islands (the "BVI Funds"). In February 2013, Mr. Fletcher approached the Defendant about the possibility that she and her firm, Solon Group, Inc., could provide advisory and consulting services to the Richcourt Funds and their associated management firms. Mr. Fletcher and the Corporate Secretary of the Richcourt Funds, Floyd Saunders, determined that the Defendant should be appointed as a director of each of the Richcourt Funds. However, rather than appointing the Defendant in her individual capacity, her firm, Solon Group, was appointed as a director of all of the Richcourt Funds during April or May of 2013. The relationship did not last. By way a letter dated June 12, 2013, Mr. Fletcher advised Defendant that their business relationship was being terminated. The letter purported to strip Defendant and Solon Group of all positions with the Richcourt Funds and indicated that she "may not represent them in any capacity." The Defendant tendered her resignation from the Board of Directors of each of the Richcourt Funds based in the Cayman Islands in a letter dated June 19, 2013. However, she did not accept her removal from the Boards of the BVI Funds. She created her own resolutions purporting to remove Mr. Fletcher from the Boards of the BVI Funds on June 13, 2013, the day after Fletcher purported to remove her from the same Boards. The Plaintiffs allege that after Mr. Fletcher and Defendant tried to remove each other as Directors of the BVI funds, the Defendant took possession of bank account information and other sensitive Board materials related to the BVI Funds. The Complaint alleges that she has refused to return these records, although she has been terminated as a Director. The Plaintiffs also allege the Defendant has made disparaging statements about Mr. Fletcher, other Richcourt Fund managers, and the Funds themselves. They charge that this constituted a breach of an agreement she signed as a condition of her employment titled "Confidentiality, Restrictive Covenant, and Arbitration Agreement." The Complaint contains counts for breach of contract, breach of the duty of good faith and fair dealing, and conversion. It seeks damages as well as injunctive relief requiring Defendant to return corporate records to the Richcourt Funds. The Complaint also seeks injunctive relief prohibiting Defendant from exercising any control over the Funds, from hiring professionals using the Funds' monies, and from making disparaging statements about the Funds and its officers, directors and managers. Prior to the filing of this action, the Defendant initiated litigation in the British Virgin Islands, seeking to establish that she is a proper Director of the BVI Funds, and that Mr. Fletcher and others are not. She also initiated litigation in the Cayman Islands, seeking to appoint a liquidator for the Richcourt Funds based there. Additionally, a bank in Delaware filed an interpleader action as a result of receiving competing demands for funds held in custodial accounts for the Richcourt Funds. Finally, certain of the Cayman Islands Funds have filed for Chapter 11 bankruptcy in the Southern District of New York, although all of the debtors in the bankruptcy proceeding have filed for voluntary dismissal from the instant action. The Defendant moved to dismiss the Complaint, arguing that a court in the forum state of New Jersey cannot exercise personal jurisdiction over her, and that service of process was improper. She also argues that subject matter jurisdiction does not exist because Fletcher has no standing to sue on behalf of the Richcourt Funds, that venue is improper, and that abstention is warranted due to the existence of the other pending actions. The Defendant further argues that arbitration should be compelled due to an arbitration clause in the contract at issue, and that the Complaint fails to state a claim upon which relief can be granted. A copy of the Court's April 21, 2014 Opinion is available at http://is.gd/a9WGxafrom Leagle.com. About Fletcher International Fletcher International, Ltd., filed a bare-bones Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-12796) on June 29, 2012, in Manhattan. The Bermuda exempted company estimated assets and debts of $10 million to $50 million. The bankruptcy documents were signed by its president and director, Floyd Saunders. David R. Hurst, Esq., at Young Conaway Stargatt & Taylor, LLP, in New York, serves as counsel and Appleby (Bermuda) Limited serves as special Bermuda counsel. The Debtor disclosed $52,163,709 in assets and $22,997,848 in liabilities as of the Chapter 11 filing. Fletcher International Ltd. is managed by the investment firm of Alphonse "Buddy" Fletcher Jr. Fletcher Asset Management was founded in 1991. During its initial four years, FAM operated as a broker dealer trading various debt and equity securities and making long-term equity investments. Then, in 1995, FAM began creating and managing a family of private investment funds. The Debtor is a master fund in the Fletcher Fund structure. As a master fund, it engages in proprietary trading of various financial instruments, including complex, long-term, illiquid investments. The Debtor is directly owned by Fletcher Income Arbitrage Fund and Fletcher International Inc., which own roughly 83% and 17% of the Debtor's common shares, respectively. Arbitrage's direct parent entities are Fletcher Fixed Income Alpha Fund and FIA Leveraged Fund, both of which are incorporated in the Cayman Islands and are subject to liquidation proceedings in that jurisdiction, and which own roughly 76% and 22% of Arbitrage's common stock, respectively. The Debtor currently has a single subsidiary, The Aesop Fund Ltd. After filing for Chapter 11 protection, Fletcher immediately started a lawsuit in bankruptcy court to stop the involuntary bankruptcy in Bermuda. Judge Gerber at least temporarily halted liquidators appointed in the Cayman Islands from moving ahead with proceedings in Bermuda. The lawsuit to halt the Bermuda liquidation is Fletcher International Ltd. v. Fletcher Income Arbitrage Fund, 12-01740, in the same court. Richard J. Davis, Chapter 11 trustee appointed in the case, has hired Michael Luskin, Esq., Lucia T. Chapman, Esq., and Stephanie E. Hornung, Esq., at Luskin, Stern & Eisler LLP as his counsel. The Chapter 11 trustee filed a proposed liquidating plan in November 2013. The disclosure statement was approved on Jan. 17, 2014. On March 27, 2014, U.S. Bankruptcy Judge Robert E. Gerber confirmed the liquidation plan from the bench. He also signed off on a settlement with the liquidators of Fletcher's affiliated funds from Ernst & Young LLP and pension fund investors. GARDA WORLD: Moody's Lowers CFR to B2 & Changes Outlook to Stable ----------------------------------------------------------------- Moody's Investors Service downgraded Garda World Security Corporation's corporate family rating ("CFR") to B2 from B1, probability of default rating to B2-PD from B1-PD, and senior unsecured notes rating to Caa1 from B3. Moody's affirmed the Ba3 ratings on senior secured credit facilities and assigned a Caa1 rating to the proposed add-on to the senior unsecured notes. The ratings outlook was revised to stable from negative. Garda's will use the net proceeds from the new US$140 million add- on senior unsecured notes to pay a cash dividend to its owners. "The downgrade is driven by Garda's willingness to do a debt- financed dividend shortly after closing a debt-financed acquisition, which will cause leverage to be maintained at a level more reflective of a B2 rating," said Peter Adu, Moody's lead analyst for Garda. Ratings Downgraded: Corporate Family Rating, to B2 from B1 Probability of Default Rating, to B2-PD from B1-PD US$300M senior unsecured notes due 2021, to Caa1, LGD5, 84% from B3, LGD5, 87% Ratings Affirmed: US$150M senior secured revolving credit facility due 2018, Ba3, LGD3, 30% from (LGD3, 33%) US$540M senior secured term loan B due 2020, Ba3, LGD3, 30% from (LGD3, 33%) C$135M senior secured term loan B due 2020, Ba3, LGD3, 30% from (LGD3, 33%) Ratings Assigned: US$140M add-on senior unsecured notes due 2021, Caa1, LGD5, 84% Outlook: Changed to Stable from Negative Ratings Rationale Garda's B2 CFR is primarily influenced by its high pro forma leverage (adjusted Debt/EBITDA of 6.3x for fiscal 2014), its appetite for debt-financed acquisitions and an owner that is choosing to maximize its returns at the expense of high leverage shortly after the company closed a material debt-financed acquisition. While Moody's expects recent acquisitions and the Bank of America (BofA) partnership to support earnings growth through mid to late 2015, leverage is not expected to decline meaningfully in this timeframe as the company has not demonstrated a willingness to repay debt beyond the mandatory requirements in its credit agreement. Moody's believes tuck-in acquisitions are likely to take precedence over debt repayment in the application of free cash flow. Garda's businesses are relatively stable and have high contract renewal rates, which in turn supports high recurring revenue. The company also has strong positions and good geographic and customer diversity, but its markets are highly competitive and fragmented. Moody's believes the growing trend towards electronic transactions, which reduces cash usage, and competition will limit the company's growth prospects in the long term. Moody's considers Garda's liquidity position to be adequate. While Moody's expects free cash flow for fiscal 2015 of less than $10 million due to elevated capital expenditures to integrate G4S Cash Solutions and the BofA deal, liquidity is augmented by expectation for an available cash balance of about $30 million and about $95 million of availability under its US$150 million revolver after letters of credit. These sources are sufficient to meet term loan amortization of about $7 million per year. Garda will draw on a new US$50 million Export Development Corporation senior secured revolving facility (unrated) to fund the investment in the cash vault contract with BofA. Garda's revolver is subject to a springing maximum first lien secured leverage covenant when drawings and letters of credit exceed a certain threshold. Moody's does not expect this covenant to be stringent for the foreseeable future. Garda can sell Ameriflight and use the proceeds to enhance liquidity although this is a strategic asset. The outlook is stable as earnings growth and modest debt repayment will enable leverage to be sustained around 6x through the next 12 to 18 months. Garda's ratings will not be considered for upgrade until the company demonstrates a commitment to deleveraging its balance sheet by sustaining adjusted Debt/EBITDA towards 5x and EBITDA- Capex/ Interest above 2.5x through future acquisitions. The rating could be downgraded if adjusted Debt/EBITDA is sustained towards 6.5x and EBITDA-Capex/ Interest is maintained below 1x, most likely caused by a willingness of Garda's owners to pay future cash distributions or undertake a material debt-financed acquisition. Garda World Security Corporation is a global provider of cash logistics, physical security (including airport pre-board screening) and risk consulting services. Revenue for the last fiscal year ended January 31, 2014 was $1.5 billion. Garda is headquartered in Montreal, Quebec, Canada. GENCO SHIPPING: Proposes GCG as Claims and Noticing Agent --------------------------------------------------------- Genco Shipping & Trading Limited and its debtor-affiliates seek approval from the bankruptcy court to appoint GCG, Inc., as claims and noticing agent. Although it has not yet filed its schedules of assets and liabilities, Genco anticipates that there will be hundreds of entities to be noticed. In view of the number of anticipated claimants and the complexity of its businesses, Genco submits that the appointment of a claims and noticing agent is both necessary and in the best interests of both the Company's estates and its creditors. GCG has agreed to provide discounted hourly rates and agreed to cap the highest hourly rate at $295: Position Discounted Rate -------- --------------- Administrative and Claims Control $45 to $55 Project Administrators $70 to $85 Project Supervisors $95 to $110 Systems, Graphic Support & Tech Staff $100 to $200 Project Managers and Sr. Project Managers $125 to $175 Directors and Asst. Vice Presidents $200 to $295 Vice Presidents and above $295 For its noticing services, GCG will charge $50 per 1,000 e-mails, and $0.10 per page for facsimile noticing. For its claims administration services, GCG will charge $0.15 per claim for association of claimants' names and addresses to the database, and will bill at its discounted hourly rates for processing of claims. For solicitation and processing of ballots, GCG will charge at its standard hourly rates. For its contact services, the firm will charge $0.39 per minute for its interactive voice response ("IVR") service and $0.95 per minute for customer service representatives. Prior to the Petition Date, the Company paid to GCG the amount of $309,000 to be applied first against the prepetition fees and expenses incurred by GCG and then the unused portion of which will be applied against the next invoice rendered by GCG to the Company for fees and expenses incurred by GCG in the Chapter 11 Cases. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy counsel and Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. GENCO SHIPPING: Wants to Reject Lease for Former Int'l HQ --------------------------------------------------------- Genco Shipping & Trading Limited and its debtor-affiliates are asking the bankruptcy court to enter an order authorizing them to reject certain unexpired nonresidential real property leases and associated executory agreements with Fisher-Park Lane Owner, LLC and Fisher Brothers Management Co. LLC. Specifically, the Company seeks authority to reject a lease, sublease, and related agreements for 8,092 square feet of office space located on the 20th floor of 299 Park Avenue, New York, New York 10171 ("20th Floor Space"). Beginning in 2005, Genco used the 20th Floor Space for its international headquarters. By 2011, however, it required more space, and therefore sub-subleased a larger space on the 12th floor of the same building, into which it moved all of its headquarters operations in January 2012. Despite marketing efforts, Genco was unable to sublease the 20th Floor Space at the same rate it was paying. Because it could find no other tenant, Genco agreed to sublet the 20th Floor Space to an affiliate of the Building's landlord/owner for approximately $178,000 per year less than it is paying. Accordingly, Genco now respectfully requests entry of an order authorizing the rejection of the 20th floor lease, sublease, and related agreements. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy counsel and Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. GENCO SHIPPING: Proposes to Use Cash Collateral ----------------------------------------------- Genco Shipping & Trading Limited and its debtor-affiliates are asking the bankruptcy court to authorize their use of cash collateral pledged to prepetition lenders. The Debtors say that the prepetition lenders have consented to the use of cash collateral. The Debtors' prepetition secured debt is comprised of: (a) a $1.377 billion senior secured credit facility pursuant to a credit agreement dates as of July 20, 2007, with Wilmington Trust, National Association as successor administrative agent and successor collateral agent, which matures on July 20, 2017; (b) a $100 million senior secured credit facility with Credit Agricole Corporate and Investment Bank, as agent and security trustee, which matures on August 17, 2017; and (c) a $253 million senior secured credit facility with Deutsche Bank Luxembourg S.A. as agent, which matures on August 14, 2015. The secured creditors have agreed to the Debtors' use of cash collateral for working capital, other general corporate purposes and the costs and expenses of administering the Chapter 11 cases. The proposed interim order agreed upon by the parties contemplates the use of cash collateral until 45 days after the Petition Date. As adequate protection, the Debtors will provide the prepetition secured parties with: a. replacement liens; b. superpriority claims as provided in section 507(b) of the Bankruptcy Code; and c. payment of all accrued and unpaid interest as of entry of the interim order and monthly interest payments at the contractual, non-default rate; d. reimbursement of all reasonable fees and expenses incurred or accrued by the 2007 Facility Agent, the DB Term Loan Agents, and the CA Term Loan Agent; and e. subject to the entry of the Final Order, liens will attach to the proceeds of avoidance actions and allowed superpriority claims will be payable from their proceeds. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Kramer Levin Naftalis & Frankel LLP serves as the bankruptcy counsel and Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. GENERAL MOTORS: UAW Veteran Nominated to Board ---------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that in another first for General Motors Co., a longtime United Auto Workers veteran has been nominated to join the auto maker's board of directors. According to the report, Joe Ashton, currently a vice president of the UAW, was nominated to serve by the union's retiree medical benefits trust. The trust holds more than 140 million GM shares, making it the largest single shareholder in a deal worked out during the auto maker's 2009 bankruptcy. Nominating a union veteran to the board highlights new thinking by its current leadership to overhaul the company's culture, the report related. GM in January became the first global auto maker to name a woman as its chief executive officer when it appointed Mary Barra to its top post. Shareholders will vote on Mr. Ashton's nomination during the June 10 annual meeting, the report further related. Mr. Ashton, who is set to retire from the UAW in June, would join the board in August. Chrysler Group LLC had a UAW representative on its board when its retiree health-care trust owned a stake in the auto maker. Mr. Ashton joined the UAW in 1969 and has been a member of the union's international staff since 1986, serving in a variety of senior roles, the report said. He was elected vice president in 2010. 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 MOTORS: Victim Compensation Expert's Findings in June ------------------------------------------------------------- Thomas J. Henry Injury Attorneys on April 25 disclosed that GM CEO Mary Barra has announced that the company expects recommendations in early June from victim compensation expert Kenneth Feinberg regarding the recent recall of 2.5 million vehicles with defective ignitions. This could pave the way for a concrete plan for compensating victims who were seriously injured or killed in crashes involving the defective vehicles, which have been linked to at least 31 accidents and 303 deaths. Mr. Feinberg is best known for handling victim compensation plans for the 9/11 terrorist attacks, the Boston Marathon bombings and the legal fee allocation in the Holocaust slave labor litigation. His appointment was announced by GM CEO Mary Barra during her testimony to Congress in early April. "This is what we have been pushing GM to do," lead GM recall litigation attorney Thomas J. Henry stated. Thomas J. Henry Injury Attorneys is representing over 400 people who have lost loved ones, suffered serious injuries or otherwise have been affected by this recall. "On behalf of our clients, we have been conducting a national investigation, but also have brought numerous lawsuits for victims we represent. We have aggressively positioned our client's cases for a GM resolution process -- so long as the resolution is just and fair for the victims. We welcome Mr. Feinberg's input in the process of discussing victim compensation," he added. Mr. Henry finished by saying, "Mr. Feinberg's wealth of experience in dealing with catastrophic injury and death due to some of man's worst examples of deliberate indifference for human life will be invaluable." GM Pursues Bankruptcy Shield Although attorneys for the victims are pleased that GM is moving forward in exploring a victim compensation fund, those involved in the ongoing litigation are closely watching GM's every move, concerned that the company may attempt to shield themselves from liability in the pending injury and death cases. GM filed a motion in Texas federal court (case no. 2:14-CV-00089), asking the judge to hold off on rulings related to GM recall injury and death cases until a New York bankruptcy court decides whether or not the company is responsible for defects and crashes that occurred before its 2009 bankruptcy and restructuring. This legal maneuver could help shield the "New GM" from pending lawsuits, and force victims to pursue compensation from the "Old GM," which is now bankrupt. About the GM Ignition Switch Recall Earlier this year, GM announced the recall of 2.5 million Chevy, Pontiac, and Saturn vehicles with defective ignition switches. The ignition switches on these vehicles can fail, causing loss of vehicle power, loss of power steering, and non-deployment of airbags. The recalled vehicles have been linked to 303 deaths and numerous other accidents and injuries. About Thomas J. Henry Injury Attorneys Thomas J. Henry Injury Attorneys, leaders in national GM recall litigation, is one of the largest personal injury firms in the United States and has been representing injured victims nationwide for more than 25 years. The firm specializes in wrongful death, on the job injury, child injury, pharmaceutical litigation, product liability, catastrophic injury, and company vehicle and 18-wheeler accident cases. 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. GOLDKING HOLDINGS: DIP Loan and Cash Use Extended Until May 30 -------------------------------------------------------------- Goldking Holdings, LLC, et al., and Wayzata Opportunities Fund II, L.P., the lender, have agreed to extend until May 30, 2014, the term of the budget and the final order (1) approving postpetition financing; (2) authorizing use of cash collateral; and (3) granting liens and providing superpriority administrative expense statues. In a separate filing, the Debtors notified the Court that the auction for all or substantially all of their assets scheduled for April 1, has been canceled. The Debtors and the lender submit that the agreed supplemental budget does not constitute a "material" amendment, because (i) the agreed supplemental budget operates solely to extend the term of the budget and the final DIP order to May 30; and (ii) the revised budget does not contemplate any increase in availability. As reported in the Troubled Company Reporter on March 14, 2014, the Bankruptcy Court entered a final order, in early December last year, authorizing the Debtors to obtain postpetition loans from Wayzata Opportunities Fund II, LP, as successor administrative agent to Bank of America, N.A. About Goldking Holdings Goldking Holdings LLC, an oil-and-gas exploration company based in Houston, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans to sell virtually all its assets. Goldking Onshore Operating, LLC, and Goldking Resources, LLC, also sought creditor protection. The cases were initially assigned to Delaware Judge Brendan Linehan Shannon. On Nov. 20, 2013, Judge Shannon granted the request of Goldking's former CEO Leonard C. Tallerine Jr. and Goldking Capital LT Corp., to move the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No. 13-37200). Mr. Tallerine owns a nearly 6% stake in the company through an entity called Goldking LT Capital Corp. The Debtors are represented by Scott W. Everett, Esq., and Christopher L. Castillo, Esq., at Haynes and Boone, LLP. Edmon L. Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. The Debtors' notice, claims, solicitation and balloting agent is Epiq Bankruptcy Solutions, LLC. Lantana Oil & Gas Partners was initially hired as the Debtors' financial advisors. In December 2013, the Debtors won Court approval to employ E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset sale advisor. Alvarez & Marsal Global Forensic and Dispute Services, LLC, has been engaged to provide computer forensics and related services. Goldking Holdings disclosed $16,170 in assets and $11,484,881 in liabilities as of the Chapter 11 filing. Judy A. Robbins, United States Trustee for the Southern District of Texas, appointed a three-member official committee of unsecured creditors. The Committee filed papers to retain Brinkman Portillo Ronk, APC, as counsel, and Okin & Adams LLP as local counsel. GOLDKING HOLDINGS: Panel Won't Pursue Hiring of Brinkman Portillo ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 case of Goldking Holdings, LLC has withdrawn its application to employ Brinkman Portillo Rock, APC as its counsel. As reported in the Troubled Company Reporter on March 20, 2014, the Debtors and the United States Trustee have filed objections to the engagement, seeking more information on the circumstances that led to the Committee's selection of the firm as counsel. Judy A. Robbins, U.S. Trustee, noted that aside from his disclosure of connections to the Debtors, Daren R. Brinkman, a shareholder at the firm, stated that his firm represented Gulf Coast Chemical L.L.C. -- one of the members of the three-member Committee -- prior to the formation of the Committee in matters "relating to Gulf Coast's initial claim and in obtaining membership on the committee of unsecured creditors." The U.S. Trustee noted that Fed.R.Bankr.P. Rule 2014(a), among other things, requires that an applicant set forth in the verified statement "the person's connections with the debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee." To date, the U.S. Trustee said, Brinkman Portillo only has made disclosures of its connections with the Debtors and Gulf Coast Chemical. As such, cause exists to deny approval of the Application because Brinkman Portillo has failed to make disclosures of its connections to, or to state that it has no connections with, the other creditors, other parties in interest, their respective attorneys and accountants, the United States Trustee, or any person employed in the office of the United States Trustee, as required under Rule 2014. Without the disclosures, the U.S. Trustee is unable to determine whether Brinkman Portillo is disinterested or whether it represents an interest adverse to the bankruptcy estates. The U.S. Trustee said Brinkman Portillo should disclose any connections, if any, with Moncla Marine Operations, L.L.C. and Fesco, Ltd., two of the members of the Committee. The Debtors said the Committee's request requires supplementation and additional verified disclosures before it is granted. This is needed for several reasons: 1. the Debtors' counsel received in unsolicited reports two complaints from Houston-based practitioners that were refused consideration as potential counsel to the Unsecured Creditors Committee when they and other Houston-based firms appeared at the initial organizational meeting of the Committee, given the circumstances of the UCC's selection of California-based counsel. The selection of the California-based lawyer without even a perfunctory interview of the four or five Houston-based law firms who were qualified and ready to be considered, smacked of unusual circumstances warrants a more fulsome disclosure, especially when the California based lawyer chosen never even appeared. The Debtors wondered whether Gulf Coast perhaps was being used as an intermediary to run interference and promote the retention of Brinkman Portillo, given the circumstances where five Houston- based firms rushed to attend personally the initial meeting of creditors, only to be brushed aside. Then later that afternoon, they were advised by the U.S. Trustee that Brinkman Portillo, who never even showed up, was selected instead -- from California! 3. the Proposed Counsel's base in California [notwithstanding that the firm also apparently has an office in Dallas], coupled with the intention to charge for travel costs on a case involving approximately $1.6 million of unsecured claims, warrants review of whether such charges are reasonable and necessary where five qualified Houston based alternatives were refused initial consideration. 4. the Proposed Counsel's verified statement reveals, obscurely, apparent "connections" to the UCC chair with the inference that the representation of the chair member was solicited and performed, and then abruptly dropped, once the chair delivered (i) two other trade creditors to induce appointment of the Committee, and (ii) the Committee representation to Proposed counsel. This vague reference warrants verification that improper solicitation has not occurred. 5. the UCC's previously carelessly crafted allegations and accusations, which lacked foundation and have risked the entire premise of this case -- i.e., the payment to unsecured creditors in any sales process -- warrants review on whether this representation is supportive of the overarching goal the Debtors have in this matter, namely, the full payment to unsecured creditors. 6. because there appears to be recognition that local counsel is needed after the date the Application was filed, there needs to be some details supplied on how there will be no duplication in what is, candidly, a small constituency of unsecured creditors relative to the size of the secured debt, and in circumstances where the overwhelming majority of the unsecured creditors comprise professionals and not true trade creditors, many of which were paid as critical vendors early in the case along with royalty and working interest owners. These circumstances, considered together, mandate further detailed disclosures on the circumstances, billing practices and engagement arrangements, and connections, between Proposed Counsel and the members of the UCC. The Debtors said they "are mindful of the need to tread cautiously here, and to not make groundless accusations. However, because lawyers are professionals, they are held to a higher standard in their dealings with the public. Lawyers owe their clients fiduciary duties. Indeed, even before formation of any attorney- client relationship there are special duties imposed upon lawyers to safeguard confidential information received from even a prospective client." The Debtors pointed to the American Bar Association Rules, which establish a uniform code of professional responsibility that serve as the guideline for ethical rules which apply across all legal practice areas in almost all states, including Texas. These rules establish a code of conduct which regulates many aspects of the legal practice, including solicitation of clients. The ABA Rules prohibit outright certain practices in the solicitations of clients. Pursuant to the ABA Rules, a lawyer may not solicit employment through "in-person, live telephone or real- time electronic" communication when a significant motive for the communication is the lawyer's financial gain. The rule provides exceptions in cases where the potential client is a lawyer, or someone with whom there is a family, close personal or prior professional relationship. The rule also prohibits coercion and duress in solicitation, and establishes specific requirements for communications that may otherwise be allowed. The Debtors also pointed to the Texas Rules of Disciplinary Procedure, which track but do not adopt verbatim the ABA Rules, specifically govern behavior of attorneys practicing law in Texas. The Debtors want the Committee to provide answers to these questions: "How did Applicant come to represent Gulf Coast? What fee arrangement was there to do so? What do the bills show for services? What was the scope of the engagement agreement? Was this a favor, or is there a quid pro quo between Gulf Coast and Proposed Counsel that itself calls into question Gulf Coast's own fidelity to the UCC?" Gulf Coast Must Appear at Hearing According to the Court's "Order Setting Hearing", a representative of Gulf Coast Chemical with knowledge of (i) the past and current relationship of Brinkman Portillo Ronk, APC and Gulf Coast Chemical; and (ii) the circumstances of the selection of counsel by the Committee will attend personally attend the hearing. The chairman of the Unsecured Creditors Committee will personally attend the hearing. Judge Jones said the Committee chairman and Gulf Coast Chemical are advised that they may wish to have independent counsel in attendance at the hearing. Continuances will not be freely granted. If a continuance has not been granted, then parties must appear at the scheduled hearing. Continuances will not be granted on oral motions made at the schedule hearing absent compelling circumstances. The Troubled Company Reporter on March 7, 2014, reported on the Committee's bid to hire the firm. The panel said the firm will be paid at these hourly rates: Daren R. Brinkman, Partner $575 Laura J. Portillo, Partner $495 David H. Oken, Of Counsel $485 Kevin C. Ronk, Partner $390 Associate Attorneys $330 Paralegals and Law Clerks $175 Brinkman Portillo will also be reimbursed for reasonable out-of- pocket expenses incurred. Daren R. Brinkman, the firm's shareholder, had assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Goldking Holdings Goldking Holdings LLC, an oil-and-gas exploration company based in Houston, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans to sell virtually all its assets. Goldking Onshore Operating, LLC, and Goldking Resources, LLC, also sought creditor protection. The cases were initially assigned to Delaware Judge Brendan Linehan Shannon. On Nov. 20, 2013, Judge Shannon granted the request of Goldking's former CEO Leonard C. Tallerine Jr. and Goldking Capital LT Corp., to move the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No. 13-37200). Mr. Tallerine owns a nearly 6% stake in the company through an entity called Goldking LT Capital Corp. The Debtors are represented by Scott W. Everett, Esq., and Christopher L. Castillo, Esq., at Haynes and Boone, LLP. Edmon L. Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. The Debtors' notice, claims, solicitation and balloting agent is Epiq Bankruptcy Solutions, LLC. Lantana Oil & Gas Partners was initially hired as the Debtors' financial advisors. In December 2013, the Debtors won Court approval to employ E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset sale advisor. Alvarez & Marsal Global Forensic and Dispute Services, LLC, has been engaged to provide computer forensics and related services. Goldking Holdings disclosed $16,170 in assets and $11,484,881 in liabilities as of the Chapter 11 filing. Judy A. Robbins, United States Trustee for the Southern District of Texas, appointed a three-member official committee of unsecured creditors. The Committee filed papers to retain Brinkman Portillo Ronk, APC, as counsel, and Okin & Adams LLP as local counsel. GOLDKING HOLDINGS: Settlement With DEI Oil & Gas Approved --------------------------------------------------------- The Bankruptcy Court granted Goldking Onshore Operating, LLC's motion to compromise controversy under Bankruptcy Rule 9019 with DEIMI Exploration, LLC and DEI Oil & Gas, LLC. GOO sought approval of a settlement reached with DEIMI and DEI, under which the Settling Parties will pay GOO an aggregate amount of $38,303 in full settlement of the adversary proceedings. Pursuant to the Joint Operating Agreement dated as of July 1, 2011, the Settling Parties were working interest owners of certain wells leased or owned by GOO. The Settling Parties were required to make payments to GOO for expenses on account of operations relating to the Settling Parties' Working Interest. The Court ordered that the Settling Parties will pay GOO as follows: (i) DEIMI will pay $21,449, and (ii) DEI will pay $16,853. The Settlement Payments will be made payable to: Goldking Onshore Operating, LLC Haynes and Boone, LLC Attn: Patrick L. Hughes 1221 McKinney Street, Suite 2100 Houston, TX 77010 The Court also ruled that any objections to the motion are overruled. About Goldking Holdings Goldking Holdings LLC, an oil-and-gas exploration company based in Houston, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12820) in Wilmington, Delaware, on Oct. 30, 2013, from creditors with plans to sell virtually all its assets. Goldking Onshore Operating, LLC, and Goldking Resources, LLC, also sought creditor protection. The cases were initially assigned to Delaware Judge Brendan Linehan Shannon. On Nov. 20, 2013, Judge Shannon granted the request of Goldking's former CEO Leonard C. Tallerine Jr. and Goldking Capital LT Corp., to move the Chapter 11 case to Houston, Texas (Bankr. S.D. Tex. Case No. 13-37200). Mr. Tallerine owns a nearly 6% stake in the company through an entity called Goldking LT Capital Corp. The Debtors are represented by Scott W. Everett, Esq., and Christopher L. Castillo, Esq., at Haynes and Boone, LLP. Edmon L. Morton, Esq., and Robert F. Poppiti, Jr., Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware, serve as the Debtors' co-counsel. The Debtors' notice, claims, solicitation and balloting agent is Epiq Bankruptcy Solutions, LLC. Lantana Oil & Gas Partners was initially hired as the Debtors' financial advisors. In December 2013, the Debtors won Court approval to employ E-Spectrum Advisors LLC, led by its CEO Coy Gallatin, as asset sale advisor. Alvarez & Marsal Global Forensic and Dispute Services, LLC, has been engaged to provide computer forensics and related services. Goldking Holdings disclosed $16,170 in assets and $11,484,881 in liabilities as of the Chapter 11 filing. Judy A. Robbins, United States Trustee for the Southern District of Texas, appointed a three-member official committee of unsecured creditors. The Committee filed papers to retain Brinkman Portillo Ronk, APC, as counsel, and Okin & Adams LLP as local counsel. GRANDE COMMUNICATIONS: Loan Upsizing No Impact on Moody's B2 CFR ---------------------------------------------------------------- Moody's Investors Service said that the announced plan of Grande Communications Networks LLC to increase its first lien term loan by $55 million does not impact it B2 Corporate Family Rating (CFR), the B2 rating on its first lien credit facility, or the stable outlook. Moody's expects the company to use proceeds to fund a $48 million distribution to its equity sponsor ABRY Partners, pay fees and expenses, and provide some incremental cash to help fund Grande's expansion strategy. Moody's adjusted point estimates as shown: First Lien Revolver due May 31, 2018, LGD adjusted to LGD3, 34% from LGD3, 35% First Lien Term Loan due May 31, 2020, LGD adjusted to LGD3, 34% from LGD3, 35% Ratings Rationale The credit negative transaction increases leverage to approximately 5.1 times debt-to-EBITDA on a pro forma basis for 2013, compared to 4.3 times reported for 2013. The incremental debt will add approximately $2.5 million of annual interest expense, which, combined with plans for increased capital expenditures in 2014 and 2015 compared to both prior years and Moody's original expectations, will pressure already weak free cash flow. The greater debt load provides less flexibility to manage the planned growth investment, with the potential for negative ratings implications if projected returns do not materialize. Nevertheless, the B2 CFR assigned in May 2013 built in assumptions for an increase in leverage to support a sponsor return, perhaps not expected within the first year, but EBITDA for 2013 slightly exceeded Moody's expectations. Also, the incremental investment should support better growth prospects in 2015 and beyond and position the company well to maintain its competitive position. Furthermore, with the transition to new management (who joined approximately one year ago) largely executed, Moody's believes the company can shift its focus to expansion and benefit from attractive economic trends in Texas. Grande's leverage of 5.1 times debt-to-EBITDA pro forma for the proposed transaction poses risk for a small (about $200 million annual revenue) company operating in an intensely competitive environment, driving Grande's B2 CFR. Expectations for positive, albeit modest, free cash flow support the rating and despite its small size, the company benefits from its management team's experience running other cable operators. Also, Grande's high quality network supports strong growth prospects for its residential high speed data business and its commercial business, and the upgraded plant positions it well to defend and grow its market share. However, the sponsor ownership creates event risk. Moody's expects leverage to decline through EBITDA growth and some debt reduction over at least the next year, but beyond that time period an increase in leverage to support a sponsor return, whether in the form of incremental dividends or a leveraging sale of the company, is likely. The principal methodology used in this rating/analysis was the Global Pay Television - Cable and Direct-to-Home Satellite Operators published in April 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Grande Communications Networks LLC provides video, high speed data, and voice services to about 150,000 residential and commercial customers in six core Texas markets: Midland-Odessa, San Antonio, Corpus Christi, Dallas, Waco, and Austin. The company maintains headquarters in San Marcos, Texas, has annual revenue of approximately $200 million, and is owned primarily by ABRY Partners. Executives from Patriot Media, who run cable companies RCN Telecom Services, LLC (B2 stable) and Puerto Rico Cable Acquisition Company, Inc. (Choice Cable) (B2 Stable), manage Grande. GULF COLORADO: Trustee Has Distributed Sale Proceeds ---------------------------------------------------- Gulf, Colorado & San Saba Railway Corp. notified the Bankruptcy Court of the distributions made from sale of assets by Ronald Hornberger, the Chapter 11 trustee for the Debtor. On Jan. 15, 2013, the Court approved the sale of the Debtor's property to Heart of Texas Railroad, L.P., for $1,550,000. The sale to HOTRR closed on Jan. 28, 2013. Following closing of the sale, the trustee has reviewed the various administrative expense claims, secured claims, priority unsecured claims and general unsecured claims regarding allowance and payment. About GCSR Gulf, Colorado & San Saba Railway Corporation operates the Gulf, Colorado and San Saba Railway, a former Atchison, Topeka and Santa Fe Railway "San Saba branch line." The Railway is a short-line freight railroad headquartered in Brady, Texas and operates from an interchange with the BNSF Railway at Lometa, Texas 67.5 miles west to Brady, Texas. The Railway is located within the counties of Lampasas, Mills, San Saba and McCulloch, Texas. The Company filed for Chapter 11 relief (Bankr. W.D. Tex. Case No. 12-11531) on July 3, 2012. Judge H. Christopher Mott presides over the case. Frances A. Smith, Esq., and Subvet D. West, Esq., at Shackelford Melton & McKinley, in Dallas, Texas, represented the Debtor as counsel. In its schedules, the Debtor disclosed $24,534,864 in total assets and $3,710,371 in total liabilities. The petition was signed by Richard C. McClure, president and CEO. Ronald Hornberger was named as Chapter 11 trustee to oversee the Debtor's operations through its employees. Cox Smith Matthews Incorporated represents the trustee. GULF STATES LONG TERM: Frost & BSW Win Dismissal of Sodexo Suit --------------------------------------------------------------- David Adler, the disbursing agent for Gulf States Long Term Acute Care of Covington, LLC, filed an adversary complaint on April 18, 2011, for the benefit of Debtor and its creditors against numerous Gulf States entities, alleging acts of misconduct related to Debtor's finances. The district court withdrew the reference to bankruptcy court on Aug. 25, 2011. Sodexo Operations LLC on Nov. 23, 2011, filed an intervenor complaint to collect money judgments previously obtained against certain Gulf States entities. Sodexo sued the same defendants as in the main demand with two minor changes. Sodexo alleges the defendants in intervention unlawfully diverted assets from the Judgment Debtors to themselves to frustrate Sodexo's collection efforts. Sodexo further alleges Gregory Frost and Breazeale, Sachse & Wilson, LLP provided legal counsel for the Judgment Debtors and other Gulf States entities during this time. Accordingly, Sodexo contends the defendants in intervention -- including Frost & BSW -- are solidarily liable with the Judgment Debtors for the money judgments. On Oc.t 3, 2012, the Court granted Frost & BSW's motion to dismiss Sodexo's first amended complaint and dismissed Sodexo's claims without prejudice. Sodexo filed a second amended complaint on Oct. 23, 2012. Frost & BSW responded with a second motion to dismiss on Nov. 6, 2012. On the last possible day for amending pleadings, Sodexo filed a third amended complaint, which added additional allegations of fraud and misconduct against Frost & BSW. Accordingly, the Court denied the second motion to dismiss as moot. On April 2, 2013, Frost & BSW filed yet another motion to dismiss, this one directed at Sodexo's third amended complaint. On June 20, 2013, Sodexo informed the Court that settlement negotiations were ongoing, which, if successful, would resolve Sodexo's claims. Sodexo requested the Court not take any action on, inter alia, Frost & BSW's third motion to dismiss. Accordingly, on Aug. 5, 2013, the Court denied the motion without prejudice, to be re-urged should settlement negotiations prove unsuccessful. Settlement was not achieved to Sodexo's satisfaction. Thus, on Nov. 5, 2013, Frost & BSW re-urged their third motion to dismiss. Sodexo opposed the motion and contemporaneously sought leave to file a fourth amended complaint. The motion to amend was referred to the magistrate judge assigned to this case, who denied the motion without prejudice on Dec. 18, 2013. The magistrate judge instructed Sodexo to raise the issue of amendment by filing a supplemental opposition to Frost & BSW's third motion to dismiss. Sodexo filed the supplemental opposition on Jan. 5, 2014. The Court subsequently denied Sodexo's request to file a fourth amended complaint, choosing instead to adjudicate the Motion on the basis of the allegations in the third amended complaint. According to District Judge Jane Triche Milazzo, "Through its multiple amended pleadings, Sodexo has constructed a tortuous maze of superseded allegations, additional allegations, and allegations adopted by reference. The Court has painstakingly navigated this maze. Unfortunately for Sodexo, there is no cheese at the end. Sodexo's remedies lie not with Frost & BSW but with their clients. The Motion to Dismiss is granted, and Sodexo's claims against Frost & BSW are dismissed with prejudice." A copy of the Court's April 21 Order and Reasons is available at http://is.gd/xbMVHDfrom Leagle.com. Based in Covington, Louisiana, Gulf States Long Term Acute Care of Covington, LLC, filed for Chapter 11 bankruptcy protection (Bankr. E.D. La. Case No. 09-11116) on April 20, 2009. William E. Steffes, Esq., at Steffes Vingiello & McKenzie LLC, in Baton Rouge, Louisiana, served as the Debtor's counsel. In its petition, the Debtor estimated $0 to $50,000 in assets, and $1 million to $10 million in debts. The Debtor's plan of reorganization was confirmed on Feb. 22, 2010. HILCORP ENERGY: Alaskan North Deal No Impact on Moody's Ba2 CFR --------------------------------------------------------------- Moody's Investors Service commented that Hilcorp Energy I, L.P. (Ba2 stable), through its subsidiary Hilcorp Alaska, LLC, announced on April 23 that it had entered into an agreement with BP p.l.c, (BP, A2 stable) to acquire BP's interests in four Alaskan North Slope oil fields, which together produce approximately 19,700 barrels per day of crude oil. Hilcorp is strongly positioned in its Ba2 Corporate Family Rating (CFR) category and while this acquisition will make use of much of its existing debt capacity, it does not affect the company's rating or stable outlook. The last rating action on Hilcorp Energy I, L.P. was an upgrade of the company's Corporate Family Rating to Ba2 with a stable outlook on July 3, 2012. HOA RESTAURANT: Moody's Affirms 'Caa1' CFR; Outlook Positive ------------------------------------------------------------ Moody's Investors Service affirmed HOA Restaurant Group, LLC's (HOA) Corporate Family Rating (CFR) at Caa1, Probability of Default Rating (PDR) at Caa1-PD and $180 million senior secured notes rating at Caa1 (LGD4, 50%). In addition, Moody's changed HOA's rating outlook to positive from stable. Ratings Rationale The positive outlook takes into consideration the benefits of various costs saving initiatives and Moody's expectation that same store sales should begin to stabilize over time as new menu items and reimaged restaurants increase consumer interest in the brand. The outlook also assumes that commodity inflation remains manageable and liquidity remains at least adequate. The affirmation of HOA's Caa1 CFR reflects the company's high leverage and weak interest coverage and Moody's view that soft consumer spending and competitive pressures will continue to limit earnings improvement over the intermediate term. The ratings also reflect the company's narrow customer demographic versus peers. The ratings are supported by HOA's reasonable scale in regards to number of restaurants, good brand awareness, material franchisee base, lower cost structure and adequate liquidity. Factors that could result in a negative rating action include a deterioration in credit metrics from current levels over the next twelve months or a material weakening of liquidity. Factors that could result in an upgrade would include a sustained strengthening of credit metrics driven in part by sustainable positive same store sales trends - particularly guest counts. Specifically, a higher rating would require debt to EBITDA sustained below 6.5 times and EBITA coverage of gross interest of around 1.25 times. An upgrade would also require maintaining at least adequate liquidity. HOA Restaurant Group, LLC (HOA), with headquarters in Atlanta, GA, owns and operates 157 restaurants and franchises 256 restaurants, of which 68 are located outside the US. The restaurants operate under the brand name Hooters of America. Annual revenues approximate $360 million, although system-wide sales are about $930 million. HOLYOKE GERIATRIC: Case Summary & 20 Top Unsecured Creditors ------------------------------------------------------------ Debtor: Geriatric Authority of Holyoke 45 Lower Westfield Road Holyoke, MA 01040 Case No.: 14-30425 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court District of Massachusetts (Springfield) Judge: Hon. Henry J. Boroff Debtor's Counsel: Louis S. Robin, Esq. LAW OFFICES OF LOUIS S. ROBIN 1200 Converse Street Longmeadow, MA 01106 Tel: (413) 567-3131 Email: louis.robin@FitzgeraldOBrienRobin.net Total Assets: $5.85 million Total Liabilities: $3.63 million The petition was signed by Charles F. Glidden, chair. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mab14-30425.pdf HOUSTON REGIONAL: Astros, Comcast Enter Mediation Over Ch. 11 ------------------------------------------------------------- Law360 reported that the Houston Astros, Houston Rockets and Comcast Corp. have agreed to allow the judge overseeing an appeal of their jointly owned regional sports network's bankruptcy preside over a mediation of their dispute, according to court papers. The report related that U.S. District Judge Lynn N. Hughes began mediation sessions between the parties. Judge Hughes is overseeing the Astros' appeal of a bankruptcy judge's finding that Comcast had the right to force Houston Regional Sports Network LP, the report said. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HYPERDYNAMICS CORP: Gets NYSE Listing Non-Compliance Notice ----------------------------------------------------------- Hyperdynamics Corporation on April 25 disclosed that the New York Stock Exchange, notified the Company on April 24, 2014, that the Company had fallen below the NYSE's continued listing standards because the Company's average global market capitalization has been less than $50 million over a consecutive 30 trading-day period and its stockholders' equity is less than $50 million. In accordance with NYSE procedures, the Company has notified the NYSE that it will submit a business plan within 45 days from receipt of the NYSE notice that demonstrates the Company's ability to regain compliance within 18 months. Upon receipt of the plan, the NYSE has 45 days to review and determine whether the Company has made a reasonable demonstration of an ability to come into conformity with the relevant standards within the 18-month period. The NYSE will either accept the plan, at which time the Company will be subject to ongoing monitoring for compliance with this plan, or the NYSE will not accept the plan and the Company will be subject to suspension and delisting proceedings. If the NYSE accepts the plan, the Company's shares would continue to be listed and traded on the NYSE during the 18-month cure period, subject to compliance with other NYSE continued listing standards, including common stock price criteria. About Hyperdynamics Hyperdynamics -- http://www.hyperdynamics.com-- is an emerging independent oil and gas exploration and production company that is exploring for oil and gas offshore the Republic of Guinea in West Africa. IDAHO BANCORP: Files for Chapter 11 to Sell to Banner Corp ---------------------------------------------------------- Idaho Bancorp announced its Chapter 11 filing to sell its wholly owned subsidiary, Idaho Banking Company, to Banner Corporation. Banner is the holding company for Banner Bank. Idaho Bancorp notes that Banner Bank's financial strength exceeds all state and federal capital standards. The Holding Company, has signed an agreement pursuant to which Banner will purchase all of the stock and equity interest in the Bank and merge it with and into Banner Bank. The combined company will have approximately $4.5 billion in assets and will be the fifth largest Pacific Northwest headquartered bank as ranked by assets. President and CEO of Idaho Bancorp and Idaho Banking Company, Jim Latta, commented, "This combination allows us to partner with a strong community bank that is focused on providing great customer service, a deep commitment to the communities where they operate and an excellent environment for employees to perform and advance. We look forward to working with the management team at Banner Bank to better serve and become the bank of choice in Southern Idaho." "We are pleased to have Idaho Banking Company join the Banner Bank team," stated Mark Grescovich, Banner's President and Chief Executive Officer. "This transaction presents a unique opportunity for Banner to expand our presence in the Boise market, which is the third largest metropolitan market in the Pacific Northwest. The combination of our two organizations provides the opportunity to create revenue and cost synergies while offering Idaho Banking customers a broader product offering, increased lending limits and an expanded branch delivery system that stretches throughout the Pacific Northwest." Jim Latta, President and CEO of Idaho Bancorp and Idaho Banking Company, commented, "This combination allows us to partner with a strong community bank that is focused on providing great customer service, a deep commitment to the communities where it operates and an excellent environment for employees to perform and advance. We look forward to working with the management team at Banner Bank to better serve and become the bank of choice in Southern Idaho." The boards of Banner and Idaho Bancorp unanimously approved the transaction, which is subject to regulatory approval and other customary conditions of closing. The transaction provides for the payment to Idaho Bancorp of $2.6 million for all of its stock and equity interest in Idaho Banking Company, a wholly owned subsidiary company. The purchase agreement contemplates that Idaho Bancorp (the holding company) will file a voluntary petition for relief under Chapter 11 of the United States Bankruptcy Code and that the sale will be conducted under Section 363 of the Bankruptcy Code. The bankruptcy filing by Idaho Bancorp will only affect Idaho Bancorp and will not impact the operations of Idaho Banking Company. Idaho Banking Company will continue to operate separately from Idaho Bancorp and will serve its customers and conduct business as usual with customer deposits insured to the fullest extent allowable by the Federal Deposit Insurance Corporation. Upon closing of the transaction, which is anticipated to take place in the third quarter of 2014, Idaho Banking Company will be merged into Banner Bank. Holding Company "This filing affects only the Holding Company. The Bank will not file bankruptcy and will operate separately from the Holding Company. Deposits will continue to be insured to the fullest extent possible by the Federal Deposit Insurance Corporation (FDIC). There will be absolutely no interruption in services to customers, deposits will continue to be accepted, our branches and ATMs will continue to operate as usual and the Bank will continue to deliver on its commitments to loan applicants and vendors throughout the Holding Company's reorganization," Latta said. Consistent with usual practice, the court will supervise a competitive bidding process for the sale of the Bank. Any competing bidder will be required to recapitalize the Bank at an equivalent level and demonstrate the ability to promptly receive required regulatory approvals. If Banner is the successful bidder, the agreement calls for it to acquire the Bank from the Holding Company and then merge the Bank which will satisfy all capital requirements imposed by the Bank's federal and state regulators and will position the Bank for future growth and prosperity. The transaction provides for the payment to the Holding Company of $2.6 million for all of its stock and equity interest in the Bank. Upon closing of the transaction, which is anticipated to take place in the third quarter of 2014, the Bank will be merged into Banner Bank. The board of directors of the Holding Company has unanimously approved the transaction. The Holding Company intends to ask the court to expedite its approval of the proposed sale and recapitalization of the Bank. About Banner Corporation Banner Corporation -- http://www.bannerbank.com-- is a $4.5 billion in assets bank holding company operating two commercial banks in Washington, Oregon and Idaho. Banner serves the Pacific Northwest region through a network of 87 branch offices with a full range of deposit services and business, commercial real estate, construction, residential, agricultural and consumer loans. About Idaho Bancorp Idaho Bancorp -- http://www.idahobankingco.com-- is headquartered in Boise, Idaho, and is the parent company of Idaho Banking Company, a state-chartered commercial bank and member of the Federal Reserve System, which was organized in 1996 and operates four branch offices. At December 31, 2013, Idaho Banking Company had $100 million in assets, $62 million in loans and $96 million in deposits. The Company serves clients throughout southwestern Idaho. IDAHO BANCORP: Case Summary & 4 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Idaho Bancorp 402 S. Eagle Road Eagle, ID 83616 Case No.: 14-00662 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court District of Idaho (Boise) Judge: Hon. Terry L Myers Debtor's Counsel: Noah G. Hillen, Esq. P.O. Box 6538 Boise, ID 83707 Tel: 208-297-5774 Fax: 208-297-5224 Email: ngh@hillenlaw.com Total Assets: $4.32 million Total Liabilities: $7.23 million The petition was signed by James C. Latta, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/idb14-00662.pdf IRISH BANK: Looks To Sink Developer's Suit Over Tampa Mall ---------------------------------------------------------- Law360 reported that Chapter 15 debtor Irish Bank Resolution Corp. and the Tampa Port Authority urged a Delaware bankruptcy judge to toss a real estate developer's adversary complaint over a failed deal to acquire the lease to a Florida shopping mall, saying the court lacked subject matter jurisdiction. According to the report, developer Liberty Channelside LLC launched an adversary action in December after the authority voted down a $7 million offer for the mall's ground lease and then agreed to a cheaper deal directly with IBRC. About Irish Bank Resolution Irish Bank Resolution Corp., the liquidation vehicle for what was once one of Ireland's largest banks, filed a Chapter 15 petition (Bankr. D. Del. Case No. 13-12159) on Aug. 26, 2013, to protect U.S. assets of the former Anglo Irish Bank Corp. from being seized by creditors. Irish Bank Resolution sought assistance from the U.S. court in liquidating Anglo Irish Bank Corp. and Irish Nationwide Building Society. The two banks failed and were merged into IBRC in July 2011. IBRC is tasked with winding them down and liquidating their assets. In February, when Irish lawmakers adopted the Irish Bank Resolution Corp., IBRC was placed into a special liquidation in the Irish High Court to complete liquidation and distribution of the two banks' assets. IBRC's principal asset as of June 2012 was a loan portfolio valued at some EUR25 billion (US$33.5 billion). About 70 percent of the loans were to Irish borrowers. Some 5 percent of the portfolio was under U.S. law, according to a court filing. Total liabilities in June 2012 were about EUR50 billion, according to a court filing. Most assets in the U.S. have been sold already. IBRC is involved in lawsuits in the U.S. IBRC was granted protection under Chapter 15 of the U.S. Bankruptcy Code in December 2013. J & N YU ASS: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: J & N Yu Ass., PA dba Cosmetic Dental F/X dba Dental F/X fka Arundel Family & Cosmetic Dentistry fka Yu-Beecher & Co., D.M.D. 8667 Fort Smallwood Road Pasadena, MD 21122 Case No.: 14-16720 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. David E. Rice Debtor's Counsel: Brett Weiss, Esq. CHUNG & PRESS, LLC 6404 Ivy Lane, Suite 730 Greenbelt, MD 20770 Tel: 301-924-4400 Fax: 240-627-4186 Email: brett@bankruptcylawmaryland.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Judy Yu, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-16720.pdf JANICE DICKINSON: Ex-Supermodel Lands Deal In Bankruptcy -------------------------------------------------------- Law360 reported that former supermodel Janice Dickinson has reached a settlement with a bank that she was indebted to about a year after she sought bankruptcy protection in the face of about $1 million in debt, according to court documents. The report related that former America's Next Top Model judge has agreed to pay $100,000 to settle the $304,000 claim City National Bank filed against her in accordance with a 2011 California state court judgment. The settlement payment will be spread over the course of four years, the report said. JOE MICHAEL HYATT: Court Says Plan Classification Scheme "Proper" ----------------------------------------------------------------- Bankruptcy Judge Robert H. Jacobvitz approved the Fourth Amended Disclosure Statement explaining Joe Michael Hyatt's liquidating Chapter 11 plan. Judge Jacobvitz said the proposed classification scheme in Mr. Hyatt's Fourth Amended Plan of Reorganization, dated March 2014, is proper with respect to Farm Credit of New Mexico, FLCA, a wholly owned subsidiary of Farm Credit of New Mexico, ACA, and that Farm Credit's third-party source of collateral and payment sufficiently distinguishes its claim from those of other general unsecured creditors. As for the punitive damages claim asserted by Cornelius Dooley, M.D. and Susanne Hoffman-Dooley, the Court said the potential justification for the separate classification and treatment of the Dooleys' punitive damages claim is sufficient to move forward to confirmation. Joe Michael Hyatt filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. D.N.M. Case No. 11-11-10973) on March 9, 2011. The Debtor filed a proposed plan and disclosure statement on July 7, 2011. Since that time the Debtor has amended his plan and disclosure statement four times. The Dooleys filed a claim in the amount of $1,944,458.75, which is based on a judgment in favor of HDQ, LLC and David Hoverson, M.D. against the Debtor and Quiet Title, LLC, jointly and severally, entered in the First Judicial District Court, State of New Mexico, County of Santa Fe in Case No. D-101-CV-2009-02058 on October 15, 2010. The Judgment and Transcript of Judgment were assigned to the Dooleys. The Judgment consists of $335,107 in compensatory damages and $1,500,000 in punitive damages. The Debtor separately classified Farm Credit's claim which is based on the Debtor's guaranty of the debt of Trestle Ranch Corporation, which is 100% owned by the Debtor. The debt of TRC to Farm Credit is secured by a mortgage against certain real property known as Trestle Ranch and possibly other property owned by TRC. The Debtor estimates that TRC owes Farm Credit approximately $2.5 million, and that the value of Trestle Ranch is $1,657,500. A copy of the Court's April 23, 2014 Memorandum Opinion is available at http://is.gd/Mnx0p5from Leagle.com. Clifford C. Gramer, Jr., Esq., in Albuquerque, NM, represents the Debtor. Mark Walsh Allen, Esq., and William J. Arland, III, Esq., at Arland & Associates, LLC, Albuquerque, NM, argue for the Dooleys. JONAH ENERGY: Moody's Rates $400MM Debt B3 & Assigns B1 CFR ----------------------------------------------------------- Moody's Investors Service assigned first time ratings to Jonah Energy LLC (Jonah), including a B1 Corporate Family Rating (CFR), a B1-PD Probability of Default Rating (PDR), a B3 rating to the proposed $400 million second lien term loan, and a SGL-3 Speculative Grade Liquidity Rating. Jonah's rating outlook is stable. Net proceeds from the second lien term loan along with $830 million of drawings under a $1.05 billion first lien reserve base borrowing facility (unrated) and a $624 million equity investment by TPG Capital (TPG) will be used to finance the acquisition of the Jonah Field assets in Wyoming from Encana Corporation (Baa2 stable) for $1.85 billion, including fees and expenses. TPG will own 100% of Jonah. Assignments: Issuer: Jonah Energy LLC Probability of Default Rating, Assigned B1-PD Speculative Grade Liquidity Rating, Assigned SGL-2 Corporate Family Rating, Assigned B1 Senior Secured Bank Credit Facility, Assigned B3 Senior Secured Bank Credit Facility, Assigned a range of LGD5, 85 % Ratings Rationale Jonah's B1 Corporate Family Rating (CFR) is underpinned by its large scale, the long operational history of the acquired assets in the Jonah field by Encana, and the retention of most of Encana's field level operating and management team. The rating also considers favorable finding and development and operating costs, low leverage, a significant hedge position that provides cash flow stability and the expectation of free cash flow. However, the rating is constrained by the singular concentration in one field and the predominate production of dry natural gas. The rating also considers a new management team that lacks a corporate infrastructure, audited financials and a chief financial officer, some execution risk regarding continuity of Encana's Jonah operational team and the risk of additional acquisitions under the new management and ownership. The proposed second lien term loan is rated B3, two notches below the CFR because of the priority claims of the $1.05 billion reserve base revolving credit facility. The SGL-3 rating reflects adequate liquidity. Moody's expects Jonah to produce positive free cash flow of about $120 million through June 30, 2015, which Moody's expects will be used to reduce initial borrowings under the revolver ($830 million outstanding at close), which matures in April 2019. The company should remain in compliance with its one financial covenant during this period. The company's alternative liquidity is limited as all of its assets are pledged to the revolver and term loan lenders. The stable outlook assumes Jonah will modestly increase its production and reserves base while generating positive free cash flow and a conservative leverage profile. The ratings could be upgraded once Jonah establishes itself as a corporate entity with a stable management and operational team with a rising production trend, and the company maintains debt to average daily production below $30,000 boe/d, retained cash flow to debt above 30% and debt to PD reserves below $10/boe. The ratings could be downgraded if production declines materially and retained cash flow to debt appears likely to decline below 20% and debt to PD reserves are likely to weaken and weaken towards $15/boe. Significantly debt-funded acquisitions that pressure leverage metrics or liquidity could also lead to a downgrade. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 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. Jonah Energy LLC is a privately-owned oil and gas exploration and production company with all of its assets located in the Jonah field in Wyoming. Jonah has total proved reserves of 1.6 billion cubic feet equivalent and average daily production of about 323 million cubic feet equivalent per day of primarily natural gas. Jonah Energy's main office will be in Denver, Colorado. JONAH ENERGY: S&P Assigns 'B+' Corp. Credit Rating; Outlook Stable ------------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to Denver-based Jonah Energy LLC. The outlook is stable. S&P also assigned its 'BB' issue level rating (two notches above Jonah Energy's corporate credit rating) to the company's $1.5 billion reserve based loan (RBL) facility due in 2019. The recovery rating on the RBL facility is '1', reflecting S&P's expectation for very high recovery (90% to 100%) in the event of a payment default. S&P also assigned a 'B' issue-level rating (one notch lower than the corporate credit rating) to Jonah Energy's planned $400 million senior secured term loan facility due 2021. The recovery rating on this debt is '5', indicating S&P's expectation of modest (10% to 30%) recovery in the event of a payment default. In March 2014, TPG Capital formed Jonah Energy LLC after agreeing to acquire natural gas properties in Wyoming's Jonah field from Encana Corp. for a total cash consideration of about $1.8 billion. Jonah Energy LLC is 100% owned by TPG, its financial sponsor. Coupled with an equity contribution from TPG of $624 million, the proposed debt issuance will be used to fund the transaction. "The stable outlook reflects our view that Jonah Energy will be able to spend to drill its acreage, generate positive free cash flow, and maintain conservative credit measures in line with our forecast over the next 12 to 18 months, including total debt to EBITDA in the 2.5x to 3x range," said Standard & Poor's credit analyst Mark Salierno. "We could lower the rating if Jonah Energy's production output falls short of our expectations, and we lose confidence in management's ability to execute its plan for production growth in the Jonah field, which would likely lead us to reassess our production growth forecast and our overall view of Jonah Energy's business risk profile. Such a scenario could occur if an unsuccessful drilling program is not able to offset the base decline rate of wells that are currently producing in the field, causing us to reassess our view of Jonah Energy's business risk profile. We could also lower the rating if Jonah Energy's financial sponsor pursued a more aggressive financial policy than we currently expect, including a dividend recapitalization or a large debt-financed acquisition such that causing credit measures to deteriorate, including debt to EBITDA exceeding 5x," S&P said. While unlikely over the next year, S&P could raise the rating if Jonah Energy meaningfully increases and diversifies its reserves and production base while maintaining conservative credit measures. This could occur if the company is able to successfully allocate free cash flow toward investments with that diversify its geographic and hydrocarbon concentrations. JUDSON COLLEGE: S&P Revises Outlook to Neg. & Affirms 'BB+' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services has revised its outlook to negative from stable and affirmed its 'BB+' rating on Educational Building Authority of the City of Marion, Ala.'s series 2010 revenue bonds, issued for Judson College. "The negative outlook reflects our view of the college's modest enrollment fluctuations in recent years, along with a decline in on-campus enrollment in fall 2013. This leaves Judson's credit profile susceptible when factoring its small size, high maximum annual debt service burden, and high debt level relative to its size and budget," said Standard & Poor's credit analyst Avani K. Parikh. "In addition, for the past two years, the college has increased its reliance on its lines of credit to support working capital needs, with limited cash flow flexibility." Ms. Parikh added that the college's historically balanced operating performance, consistently positive net tuition revenue growth, adequate financial resources for the current rating category, and continued compliance with its covenant to maintain an endowment to debt coverage exceeding 1.25x all offset the aforementioned weaknesses. "A return to deficit operations, a decrease in financial resources from current levels, significantly reduced support from the Alabama State Convention without a replacement revenue source, any further enrollment declines, or a weakening of the college's demand profile could result in a lower rating during the one-year outlook period," Ms. Parikh said. "Moreover, any additional long- or short-term debt not supported by commensurate growth in financial resources would put further negative pressure on the rating." Founded in 1838, Judson College is a small undergraduate liberal arts women's college located in Marion, Ala. KLEENMAID GROUP: Ex-Directors To Face Trial Over $12M Fraud ----------------------------------------------------------- Law360 reported that three former directors of Australian kitchen appliance distributor Kleenmaid have been ordered to stand trial over allegations of insolvent trading and a 13 million Australian dollar ($12 million) fraud against Westpac Bank, the Australian Securities and Investments Commission said. According to the report, following a three-week committal hearing, Andrew Eric Young, Bradley Wendell Young and Gary Collyer Armstrong were ordered to stand trial on 20 criminal charges in the Maroochydore District Court in Queensland, Australia. A trial date has not yet been set, ASIC said. About Kleenmaid Group Founded in 1985, Kleenmaid Group -- http://www.kleenmaid.com.au/ -- sells kitchen and laundry appliances. The Troubled Company Reporter-Asia Pacific reported on April 13, 2009, that Kleenmaid Group has been placed into administration. The company appointed Deloitte partners John Greig, Richard Hughes and David Lombe as voluntary administrators. A TCR-AP report on May 26, 2009, said the creditors of Kleenmaid Group voted to wind up the company at a meeting in Brisbane. The TCR-AP, citing a report posted at news.com.au, said that the administrators had recommended that Kleenmaid be put into liquidation, saying the company may have been insolvent as early as June 2007. The administrators said Kleenmaid creditors are owed AU$102 million, which included AU$3 million owed to Kleenmaid employees. Liquidators from Deloitte have not yet finished their report on claims the former Kleenmaid Group may have been trading while insolvent for up to two years, according to The Sydney Morning Herald. KORLEY SEARS: Court Sets Half Day Trial in Sears Trust Action ------------------------------------------------------------- Bankruptcy Judge Thomas L. Saladino denied the plaintiffs' motion for summary judgment in the case, RHETT R. SEARS; RHETT SEARS REVOCABLE TRUST; RONALD H. SEARS; RON H. SEARS TRUST; and DANE R. SEARS, Plaintiffs, v. KORLEY B. SEARS, Defendant, No. A12-4034-TLS (Bankr. D. Neb.). The Clerk of the Bankruptcy Court shall schedule this matter for a one-half day trial. The plaintiffs filed the adversary proceeding to deny the debtor a discharge under 11 U.S.C. Sec. 727(a)(2), (a)(4)(A), and/or (a)(4)(B). They allege the debtor, with intent to hinder, delay, or defraud creditors, transferred or concealed certain of his personal property and failed to disclose his interest in said property in his bankruptcy schedules, statement of financial affairs, or disclosure statement. The plaintiffs also allege the debtor filed a false claim in a related bankruptcy case. A copy of the Court's April 23, 2014 Order is available at http://is.gd/PAlDPSfrom Leagle.com. About Korley Sears Ainsworth, Nebraska-based Korley B. Sears filed for Chapter 11 bankruptcy protection (Bankr. D. Neb. Case No. 10-40277) on Feb. 2, 2010. Jerrold L. Strasheim, Esq., in Omaha, Nebraska, assisted Mr. Sears in his its restructuring effort. He estimated $1 million to $10 million in assets and $10 million to $50 million in liabilities. LEARNING CARE: Moody's Assigns 'B3' Corporate Family Rating ----------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and a B3-PD probability of default rating to Learning Care Group (US) No. 2 Inc. (New) ("LCG"), and a B2 rating to the company's proposed first lien senior secured credit facilities, including a $320 million term loan due 2021 and a $50 million revolving credit facility due 2019. The rating outlook is stable. On April 10, 2014, American Securities LLC, the sponsor, entered into a definitive agreement to acquire Learning Care Group from its previous owner Morgan Stanley Global Private Equity. The acquisition, valued at $670 million, will be financed with the $320 million senior secured term loan and a $346 million common equity contribution from the sponsor. The proceeds will be used to retire the company's existing $220 million senior secured term loan due 2017 (the Ba3 rating on which will be withdrawn upon repayment) and $108 million of HoldCo PIK debt. The proposed transaction is debt neutral for the company, leaving pro forma Moody's adjusted debt-to-EBITDA (which includes capitalized operating leases) unchanged at 5.9x where it stood at December 31, 2013. However, upon closing, LCG will have an improved capital structure given the repayment of holding company PIK debt, and an enhanced liquidity profile through the extension of its debt maturities. The following rating actions were taken: Issuer: Learning Care Group (US) No. 2 Inc. (New): Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; Proposed $320 million first lien senior secured term loan due 2021, assigned B2, LGD3-35%; Proposed $50 million first lien senior secured revolver due 2019, assigned B2, LGD3-35%; Outlook, stable. LGD point estimates are subject to change and all ratings are subject to the execution of the transaction as currently proposed and Moody's review of final documentation. Ratings Rationale The B3 corporate family rating reflects the company's high leverage, ongoing significant capital investments, and the resulting weak interest coverage of about 1.0x adjusted EBITDA less capex to interest and limited free cash flow and FCF-to- adjusted debt of around 1.5%. Moody's expect debt levels to remain elevated and improve only gradually in the intermediate term as earnings growth will likely be modest and free cash flow will be consumed by high growth capex rather than applied toward debt repayment. The rating also reflects the relatively small size of the company compared to some of its immediate competitors, the cyclical nature of the childhood education and care industry, and its reliance on overall economic health and employment levels as well as on federal and state government funding. The rating is supported by the favorable trends LCG has experienced over the last two years, including same center revenue growth, slowly improving utilization rates, and the resulting improvement in adjusted EBIT margins. This improvement has been driven by recovering economic conditions and local employment growth, as well as by the company's effective marketing efforts and ongoing cost cutting initiatives. Moody's expect these trends to continue and to result in low single digit same center revenue growth and further increases in profitability. Moody's note, however, that despite these positive trends, broad economic conditions and unemployment levels remain weak compared to historical standards, and therefore, are expected to result in only limited growth for LCG in the intermediate term. Over a longer time horizon, favorable demographic trends such as growth in the childhood population and percentage of dual income families, and the shift toward center-based child care should benefit the company's size and scale and operating performance. The stable rating outlook reflects Moody's expectations for the moderate same center sales growth and slowly increasing utilization rates to drive modest increases in total revenue and profitability. The B2 rating on the senior secured credit facilities reflects their first priority lien on substantially all assets of the company and its subsidiaries and the loss absorption provided by significant unsecured operating lease obligations. LCG has a sufficient liquidity position, supported by full availability under its new $50 million revolving credit facility due 2019 at close of the transaction, extended debt maturity profile, and covenant-light credit agreement, which contains a springing net leverage covenant applicable if revolver utilization exceeds 35%. The liquidity profile is constrained by low cash balances and Moody's expectation of limited free cash flow generation considering high capital expenditures required to upgrade existing centers and acquire new centers as the company expands its business. The ratings could be pressured downward if the company experiences same center revenue and enrollment declines, pricing pressures or cost increases, resulting in declining total revenue or EBITDA, and EBITDA less capex to interest coverage of below 1.0x on a sustainable basis, or if liquidity becomes strained. The ratings could be raised if revenue and EBITDA improve, enabling EBITDA less capex to interest to increase and be sustained above 1.5x and free cash flow to debt to approach 5%, as the company expands its size and scale and maintains good liquidity. Learning Care Group is a provider of childhood education and care services for children between the ages of six weeks and 12 years. The company operates 932 centers across the U.S. with about one third of centers located in Texas, California and Florida. LCG has five brands, including Childtime, Tutor Time, The Children's Courtyard, La Petite Academy, Montessori Unlimited and has a licensed capacity to serve 138,000 children. In the last twelve months ended December 31, 2013, the company generated approximately $725 million in revenues. LINEAGE LOGISTICS: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on U.S.-based Lineage Logistics LLC. The outlook is stable. At the same time S&P, affirmed its 'B' rating on the upsized term loan B and revised the recovery rating to '4' from '3', indicating its expectation that lenders would receive average recovery (30%-50%) in a payment default scenario, given the increased first-lien claims. "The rating on Lineage Logistics incorporates our expectation that the company will make acquisitions from time to time to bolster its business profile," said Standard & Poor's credit analyst Lisa Jenkins. "We believe that the recent acquisition of Millard Refrigerated Services Inc. and the three smaller pending acquisitions will result in an improved competitive position." The rating also reflects the company's significant debt (our analysis includes debt at a related property company) and acquisitive growth strategy. Pro forma for the transactions, the company's credit metrics weakened, with debt to EBITDA increasing to about 9x and funds from operations (FFO) to debt falling to the high single-digit-percentage area. Partially offsetting these weaknesses are the company's sizeable market position as the second-largest cold storage warehousing and logistics company in North America and its customer and end-market diversity. The outlook is stable. "We believe continued integration risk, coupled with a highly leveraged financial profile and an aggressive acquisition strategy, will constrain Lineage Logistics' credit metrics," said Ms. Jenkins. "We expect the credit metrics to remain at or near current levels due to management's history of aggressive acquisitions as well as planned purchases over the next several quarters." S&P could lower the rating if integration challenges or other operating problems constrain earnings and cash flow, resulting in FFO to debt falling below 5% on a sustained basis, or if S&P concludes that liquidity is "less than adequate," based on its criteria. Although less likely, S&P could raise the rating if absolute profitability improves such that average EBIT margins rise to 24% or above, which S&P defines as "above average" under the criteria guidelines it has published for the broader industry group that includes logistics companies. MARAUDER HOLDINGS: Involuntary Chapter 11 Case Summary ------------------------------------------------------ Alleged Debtor: Marauder Holdings, LLC c/o Noah Matten, R.A. 891 W Lombard St Baltimore, MD 21201 Case Number: 14-16585 Involuntary Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court District of Maryland (Baltimore) Petitioners' Counsel: Joel S. Aronson, Esq. RIDBERG ARONSON LLC 6411 Ivy Lane, Suite 405 Greenbelt, MD 20770 Tel: 301 907 6555 Fax: 301 363 1139 Email: jsaronson@ridberglaw.com Alleged Debtor's petitioners: Petitioner Nature of Claim Claim Amount ---------- --------------- ------------ Matthew Weintraub Money Loaned $16,101 c/o Ridberg Aronson LLC 6411 Ivy Lane #405 Greenbelt, MD 20770 Michael Bird Money Loaned $23,758 c/o Ridberg Aronson LLC 6411 Ivy Lane #405 Greenbelt, MD 20770 MAXUM ENTERPRISES: S&P Assigns 'B+' Corp. Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Knoxville, Tenn.-based parent company Maxum Enterprises LLC (doing business as Pilot Logistics Services). The outlook is stable. In addition, S&P withdrew its 'B+' corporate credit rating on operating subsidiary Maxum Petroleum Operating Co. "The rating on national marketer and logistics provider for petroleum products, Maxum Enterprises LLC reflects our view of the company's "weak" business risk profile and "aggressive" financial risk profile," said credit analyst Samantha Stone. The stable rating outlook reflects S&P's expectation that near term credit metrics will remain relatively unchanged under its base-case assumptions and that liquidity will remain adequate for operating needs. Downside scenario S&P could consider a downgrade if fuel volume or margins drop significantly such that EBITDA declines approximately 30% from its forecast and leverage increases to more than 6x. This could occur if demand dropped sharply or if fuel costs increases could not be recovered from customers. Alternatively, a sizable debt-funded acquisition that increases leverage above 6x would also prompt a downgrade. Upside scenario S&P do not expect any near term rating upside based its expectations. S&P could consider an upgrade if Maxum can significantly increase its scale or diversify its operations, while improving its financial risk profile such that it sustains leverage in the 3x-area and FFO to debt in the mid-25% range, reflecting a moderation in financial policy. MOBILICITY: TELUS to Acquire Business for C$350 Million ------------------------------------------------------- Data & Audio-Visual Enterprises Holdings Inc. and its affiliates -- collectively, Mobilicity -- unveiled on April 17 a proposed going concern transaction in which TELUS Corporation would acquire Mobilicity for C$350 million. The proposed Transaction, will be implemented pursuant to a plan of compromise or arrangement under the Companies' Creditors Arrangement Act. Mobilicity has been operating under CCAA since late September of 2013, with the completion of a transaction as its key initiative. The sales process has been supervised by the Court appointed Monitor (Ernst & Young Inc.) who supports and recommends the Transaction. "The Transaction is a good outcome from Mobilicity's restructuring efforts and extensive Sales Process," said William Aziz, Mobilicity's Chief Restructuring Officer. "I am confident the Transaction will serve the best interests of Mobilicity's customers and employees." The Transaction provides for a complete continuation of Mobilicity's business for the benefit of its stakeholders: -- the vast majority of Mobilicity's 165,000 active subscribers will be able to seamlessly migrate onto TELUS' advanced HSPA network after the transition. -- no foreseen changes to employee staffing levels as a result of the proposed transaction; -- all of Mobilicity's retail landlords and licensors will have their contracts honored; -- all of Mobilicity's landlords and licensors who provide space for placement of Mobilicity's dealers and their employees who sell Mobilicity's products will continue to benefit from those arrangements; -- all service agreements with Mobilicity's business partners will continue uninterrupted; and -- the trade claims of Mobilicity's creditors will continue unaffected against the restructured Mobilicity and will be addressed in the ordinary course. Over the past several months, Mobilicity, with the help of its financial advisors and the independent, Court-appointed Monitor, conducted an exhaustive process to explore all potential sales and other transactions for the company. The Sales Process was a widely advertised, competitive process that provided a fair and equal opportunity for all parties interested in bidding for all or part of Mobilicity's assets. In total, 25 organizations were contacted about submitting bids as part of the Mobilicity Sales Process. Of the 25, six organizations submitted participating materials and five bids were received by the December 16, 2013 extended bid deadline. Of the five bids, only the Transaction with TELUS was determined to be an acceptable transaction. Approximately 95% of the holders of Mobilicity's 15% senior unsecured debentures due 2018 also support the Transaction and have agreed to vote in favour of the Plan. Since January of this year a number of changes have occurred in the Canadian market for commercial mobile services, including the expiry of the moratorium on the transfer of Mobilicity's spectrum licences, the successful completion of the 700 MHZ spectrum auction by Industry Canada, the announcement by Industry Canada of its 2500 MHz spectrum auction, the completion of Mobilicity's Court-approved Sales Process and the Court-appointed Monitor's support for the Transaction with TELUS. In addition to being in the best interests of the company and its stakeholders, Mobilicity believes that the Transaction will not affect competition in the Canadian wireless sector, satisfies the criteria considered by Industry Canada in determining whether to approve a transfer of spectrum licences and meets Industry Canada's policy objectives in respect of utilizing spectrum for advancing network expansion into non-urban areas. The proposed Transaction would be subject to conditions including approval by the Ontario Superior Court of Justice, the Competition Bureau, Industry Canada, and Mobilicity's debtholders. Meeting of Affected Unsecured Creditors Mobilicity has filed materials with the CCAA Court to seek, on April 23, 2014, an order permitting Mobilicity to hold a meeting of its Affected Unsecured Creditors on April 30, 2014 to consider and, if appropriate, approve the proposed Plan. A copy of the materials filed with the Court, and provided to the Service List, is available on the Monitor's website at www.ey.com/ca/mobilicity The materials made available on the Monitor's website include the proposed Plan, Notice of Meeting and forms of Proxy and Meeting Order. None of the materials have yet been considered or approved by the Court. However, any person who is a creditor of Mobilicity is encouraged to review and consider the materials. To the extent that the Court issues the Meeting Order, Affected Unsecured Creditors will have to submit their proxies to the Monitor by 5 p.m. on April 28, 2014. Mobilicity to File for Extension, Business as Usual for Wireless Customers On April 23, 2014, Mobilicity was slated to ask the CCAA Court for an extension of the current Stay of Proceedings from April 30, 2014 until June 30, 2014. In the meantime, it continues to be business as usual for Mobilicity's wireless customers. There are no changes to Mobilicity's network and Mobilicity continues to honour prepayment plans for its customers. Phones continue to work as they always have and Mobilicity's dealer network is open for business. "On behalf of our entire organization, I want to thank our valued customers for continuing to stand by us as we progress through this process," said Mr. Aziz. "We have found them a good home with TELUS." Creditors can contact the Monitor by email at mobilicity.monitor@ca.ey.com or by phone at 1-855-287-4005. About Mobilicity (DAVE Wireless) Mobilicity -- http://www.mobilicity.ca/-- Canada's smart mobile carrier, was created to bring down the cost of wireless with unlimited talk, text and data plans, affordable North American coverage, plus popular handsets and smartphones -- without locking customers into contracts or charging extra or hidden fees. It was formerly known as Data & Audio-Visual Enterprises Wireless Inc. (DAVE Wireless). MOHEGAN TRIBAL: S&P Affirms 'B-' Issuer Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings, including the 'B-' issuer credit rating, on Mohegan Tribal Gaming Authority (MTGA). The outlook is stable. The company announced its plan to tender for its 11% senior subordinated notes due 2018, of which approximately $275 million were outstanding at December 2013, and solicit consent to amend the indenture to its 9.75% senior notes due 2021 to allow for additional debt to be added to the principal balance to fund the tender offer and related expenses. The 'CCC' issue-level rating on the 9.75% senior notes would remain unchanged. Standard & Poor's does not assign recovery ratings to Native American debt issues, as there are sufficient uncertainties surrounding the exercise of creditor rights against a sovereign nation. These include: whether the U.S. Bankruptcy Code would apply, whether a U.S. court would ultimately be the appropriate venue to settle such a matter, and to what extent a creditor would be able to enforce any judgment against the sovereign nation. The notching of S&P's issue-level ratings from its issuer credit rating on a given Native American issuer reflects the relative position of each security in the capital structure, incorporating the amount of higher ranking debt ahead of each issue. S&P's issuer credit rating on MTGA reflects its assessment of its business risk profile as "weak," and its financial risk profile as "highly leveraged." S&P's assessment of MTGA's business risk profile as weak reflects limited cash flow diversity, given its portfolio of two properties in two different gaming markets, and significant longer-term competitive pressures that MTGA will face at its Connecticut property as nearby states allow or expand gaming options. The high quality of its properties, particularly its resort in Connecticut, somewhat offset these factors. S&P's assessment of MTGA's financial risk profile as highly leveraged takes into account adjusted leverage that it expects to remain above 6x through the end of fiscal 2014 and 2015. It also reflects S&P's expectation that interest coverage will be in the mid-1x area in fiscal 2014 and improve to the high-1x area at the end of fiscal 2015. S&P adjusts MTGA's EBITDA to remove relinquishment payments to former developers and the $50 million priority distribution paid to the Tribe, because S&P considers these operating expenses of MTGA. MOMENTIVE PERFORMANCE: Wilmington Savings Fund Taps Pryor Cashman ----------------------------------------------------------------- Wilmington Savings Fund Society, FSB, as successor indenture trustee to more than $1.3 billion in second lien notes, has hired Pryor Cashman LLP in connection with the Momentive Performance Materials Inc. bankruptcy. Seth H. Lieberman and Patrick Sibley of Pryor Cashman's Bankruptcy, Reorganization and Creditors' Rights Group are representing WSFS in the Momentive bankruptcy. Momentive, a Waterford, New York based maker of silicones and quartz products, filed for bankruptcy on April 13, 2014 after struggling to make payments on debt dating to its 2006 buyout by Apollo Global Management LLC. Momentive's chapter 11 filing in the United States Bankruptcy Court for the Southern District of New York is reportedly the largest bankruptcy case thus far in 2014, listing $2.69 billion in assets and $4.17 billion in debt. Its single largest creditor body includes holders of more than $1.3 billion of second lien notes, of which WSFS is the successor indenture trustee. Over the past decade, Seth and Patrick have represented indenture trustees in many of the largest U.S. bankruptcies, including AMR Corporation, NewPage Corporation, Tropicana Entertainment LLC, Asarco LLC, Tribune Company, The Majestic Star Casino LLC, Cooper-Standard Holdings, Inc., Metaldyne Corporation, WCI Communities, Inc., KH Funding Corporation, Star Tribune Holdings Corporation, Finlay Enterprises, Inc. and Bayonne Medical Center. About Pryor Cashman LLP Pryor Cashman LLP -- http://www.pryorcashman.com/-- is an independent full-service law firm with over 130 attorneys in its main office at 7 Times Square in New York City and an office in Los Angeles. With broad and sophisticated transactional, intellectual property, and litigation practices, Pryor Cashman provides a wide range of services to meet the varying legal needs of institutions, entrepreneurs and individuals. The firm has well-established relationships with firms throughout the U.S. and the rest of the world to serve its national and international clients. 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 various affiliates sought Chapter 11 protection on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. The lead case is MPM Silicones LLC, Case No. 14-22503 (Bankr. S.D.N.Y.) The Debtors entered into a Restructuring Support Agreement, dated as of April 13, 2014, with certain affiliates of Apollo Global Management, LLC and certain holders of 9% Second-Priority Springing Lien Notes due 2021 and 9.5% Second-Priority Springing Lien Notes due 2021 that are not Apollo Entities, providing that the Plan Support Parties, which hold approximately 85% in dollar amount of the Second Lien Notes, will support, and vote in favor of, a Chapter 11 plan to be proposed by the Debtors. The Plan Support Parties have agreed, subject to definitive documentation, to backstop the $600 million rights offering in exchange for a fee, payable in new equity, of an additional 5% of the Rights Offering Amount. This fee is payable in kind at the closing of the rights offering, or in cash if the Debtors terminate the backstop commitment. 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. Bankruptcy Judge Robert Drain presides over the cases. The Debtors have tapped Matthew A. Feldman, Esq. and Paul V. Shalhoub, Esq., at Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of the 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. Simpson Thacher & Bartlett LLP's Steven Fuhrman, Esq., Kathrine A. McLendon, Esq. and Nicholas Baker, Esq., represent the DIP Agents and the Cash Flow Agents. Simpson Thacher's Peter Pantaleo, Esq., represents the Prepetition ABL Agent. Emmet, Marvin & Martin, LLP's Edward P. Zujkowski, Esq., and Dechert LLP's Michael J. Sage, Esq., represent the First Lien Indenture Trustee. Ropes & Gray LLP's Mark R. Somerstein argues for the 1.5 Lien Indenture Trustee. Akin Gump Strauss Hauer & Feld LLP's Ira S. Dizengoff, Esq., and Philip C. Dublin, Esq., argue for Apollo. Milbank, Tweed, Hadley & McCloy LLP's Dennis F. Dunne, Esq., and Samuel A. Khalil, Esq., argue for the Ad Hoc Group of Second Lien Noteholders. MOMENTIVE PERFORMANCE: Schedules Filing Date Extended to June 12 ---------------------------------------------------------------- MPM Silicones, LLC, et al., were given by the U.S. Bankruptcy Court for the Southern District of New York until June 12, 2014, to file their schedules of assets and liabilities and statements of financial affairs. 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. MOMENTIVE PERFORMANCE: Can Hire Kurtzman as Claims Agent -------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York authorized MPM Silicones, LLC, et al., to Kurtzman Carson Consultants LLC as claims and noticing agent. 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. MOSS FAMILY: Beachwalk Realty Okayed to Sell Lots in Phase 3B ------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized Moss Family Limited Partnership and Beachwalk, L.P. to employ Beachwalk Realty, LLC as broker, to sell certain property of the Debtors. As reported in the Troubled Company Reporter on March 7, 2014, Beachwalk Realty is to sell the property situated in Michigan City, LaPorte County, Indiana, commonly known as 109 Mary Street, 201 Joe Lane, 103 Mary Street and 103 Joe Lane, which are legally described as "Lots 132B, 135B, 128B and 168B in Beachwalk Phase 3B, Michigan Twp., Laporte County, Michigan City, IN 46360". In a separate order, the Court authorized Debtor Beachwalk L.P. to sell the LaPorte County property for $120,000. Thomas J. Moss, broker of Beachwalk Realty, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOSS FAMILY: Faegre Baker May Withdraw as Special Counsel --------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana has authorized Faegre Baker Daniels, LLP to withdraw as special counsel for Moss Family Limited, et al. On March 12, Faegre asked the Court for authorization to withdraw as special counsel for certain real estate matters to the Debtors in the bankruptcy case and as counsel to the Debtors in an adversary commenced by the Beachwalk Property Owners Assn. Faegre related that Rule 1.16(a) (1) of the Indiana Rules of Professional Conduct requires withdrawal from a representation where the representation will result in violation of the Rules of Professional Conduct or other law. In light of the position taken by Michigan City in the Limited Objection and the allegations in the Adversary, FBD believes that its continued representation of the Debtors is likely to place FBD in a material limitation conflict under IRPC 1.7(a)(2) because diligent representation of the Debtors may fairly be expected to result in FBD's advocating for outcomes possibly adverse to Michigan City, or at the very least, of advising the Debtors about how or whether to oppose the rights of Michigan City. In a separate order, the Bankruptcy Court authorized the Debtors to expand the scope of employment of Doninger Tuohy & Bailey LLP as their special counsel to include representations of the Debtors in Adversary Case No. 13-03065 and to carry out all duties as counsel. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOSS FAMILY: June 17 Hearing to Approve Amended Plan Outline ------------------------------------------------------------ The U.S. Bankruptcy Court for the Northern District of Indiana will convene a hearing on June 17, 2014, at 1:30 p.m., to consider adequacy of information in the First Amended Joint Disclosure Statement explaining Moss Family Limited Partnership and Beachwalk, L.P.'s Amended Joint Chapter 11 Plan dated Dec. 3, 2013. The hearing scheduled for April 22 is vacated. At the hearing, the Court will also consider objections to the approval of the Disclosure Statement. As reported in the Troubled Company Reporter on March 14, 2014, creditor Beachwalk Property Owners Association, Inc., asked that the Court require the Debtors to further amend the Disclosure Statement and the proposed Plan to address the Association's issues regarding (i) turnover to the Association or the granting of license rights to the Association for Lake Kai, the beach areas adjoining with the lake, and the related sport and lake amenities; (ii) turnover of a sewer system and lift station to Michigan City; (iii) completion of the gated rear access road to the Beachwalk Development; (iv) installation of street lights and turnover of common areas to the Association in the Cason Park section of the Beachwalk Development; (v) transfer of certain swimming pool related real estate to the Association; and (vi) responsibility for maintaining the boardwalk which serves the Beachwalk Development. The TCR also reported that the City of Michigan City, Indiana, complained that the First Amended Disclosure Statement does not adequately address all points the City raised. The City, through its various departments, has various contracts with the Debtors regarding the development of the Beachwalk residential subdivision that date back to 1992. Among other things, the Debtors promised to transfer the Beachwalk sanitary sewers and pump station to the Michigan City Sanitary and to transfer various common areas and amenities to the Property Owners Association -- but failed to do so. As reported in the TCR on Sept. 13, 2013, the proposed plan provides for this treatment of claims against and interest in the Debtors: 1. The allowed claim of Fifth Third ($1,726,698) will be satisfied from the sale of any or all parcels of the marketed real estate via auction. 2. The allowed claim of Horizon ($1,122,743) will be satisfied by surrendering the real estate to Horizon by way of deeds in lieu; and the Debtors will retain the real estate with the remaining debt. 3. Unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. From the sale of every LaPorte Judgment Lien property, 20% of the net proceeds will be paid into an escrow account to be held and disbursed to unsecured creditors annually on a pro rata basis of unsecured claims until the time as the claims are paid in full, without interest. 4. Prepetition interest in the Debtors will be retained by the holders of the same subject to the provisions of the Plan. Each interest holder of both Debtors will receive 1/2 of the percentage they held in the prepetition Debtors in the reorganized consolidated Debtor. The plan will be executed by the substantive consolidation of the Debtors' assets and liabilities. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MOSS FAMILY: LaPorte Savings Bank Objects to Moon Valley Sale ------------------------------------------------------------- Secured creditor The LaPorte Savings Bank objected to debtor Beachwalk, L.P.'s request to: -- sell "Moon Valley" real estate; and -- employ Beachwalk Realty, L.L.C., as broker, with respect to the sale. LaPorte said it has not consented to the terms of the proposed sale of the real estate and, without its consent, Beachwalk, L.P. cannot satisfy its burden under Section 363(f) of the Bankruptcy Code. LaPorte also said that Court must deny the sale and hiring to permit the parties to arrive at an acceptable agreement regarding the sale of the real estate. On April 2, 2014, Beachwalk L.P. requested for authorization to sell real estate located in Michigan City LaPorte County, Indiana commonly known as the East Parcet "Moon Valley" for $1,054,500. In the motion, Debtor Beachwalk L.P. sought to sell certain real estate which is subject to LaPorte's mortgage and judgment liens. The Debtors proposed to employ Beachwalk Realty, L.L.C., as broker for the sale, and pay a commission rate of 6% or $63,270 of the gross price of the property. The Debtors said the broker is their affiliate, but the broker represents or holds no interests which are adverse to the estate. Thomas J. Moss, broker of Beachwalk Realty, also 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. LaPorte said that although the parties are engaging in settlement discussions, LaPorte does not consent to the terms of the proposed sale of the real estate as set forth in the motion to sell. LaPorte requested that the Court deny the relief at this time, so as to permit the parties to arrive at an acceptable agreement regarding the sale of the real estate. As of the Petition Date, the amount due and owing from Debtors to LaPorte totaled $3,601,700. LaPorte is represented by Jeffery A. Johnson, Esq., at May, Oberfell, Lorber. About Moss Family Moss Family Limited Partnership and Beachwalk, L.P., filed Chapter 11 petitions (Bankr. N.D. Ind. Case Nos. 12-32540 and 12-32541) on July 17, 2012. Judge Harry C. Dees, Jr., presides over the case. Daniel Freeland, Esq., at Daniel L. Freeland & Associates, P.C., represents the Debtors. Moss Family disclosed $6,609,576 in assets and $6,299,851 in liabilities as of the Chapter 11 filing. The Debtors' Amended Joint Chapter 11 Plan dated Dec. 3, 2013, provides that unsecured claims will be fully paid and satisfied by use of the proceeds from the sale of LaPorte Judgment Lien Property. MT. GOX: Bankruptcy Judge Orders CEO to US For Deposition --------------------------------------------------------- Law360 reported that a Texas bankruptcy judge ordered the CEO of troubled Japanese Bitcoin exchange Mt. Gox to show up in Dallas for a deposition later this month as the company seeks a stay of U.S. litigation related to the exchange's alleged loss of 750,000 of its customers' Bitcoins. According to the report, U.S. Bankruptcy Judge Stacey Jernigan said although Mt. Gox CEO Mark Karpeles is a French citizen living in Japan, because he's the majority owner of the company and sought bankruptcy relief in the Northern District of Texas, he is required to present himself for deposition. About Mt. Gox Bitcoin exchange MtGox Co., Ltd., filed a petition under Chapter 15 of the U.S. Bankruptcy Code on March 9, 2014, days after the company sought bankruptcy protection in Japan. The bankruptcy in Japan came after the bitcoin exchange lost 850,000 bitcoins valued at about $475 million "disappeared." The Japanese bitcoin exchange that halted trading in February 2014. It filed for bankruptcy protection in the U.S. to prevent customers from targeting the cash it holds in U.S. bank accounts. The Chapter 15 case is In re MtGox Co., Ltd., Case No. 14-31229 (Bankr. N.D. Tex.). The Chapter 15 Petitioner is Robert Marie Mark Karpeles, the company's chief executive officer. Mr. Karpeles is represented by John E. Mitchell, Esq., and David William Parham, Esq., at BAKER & MCCKENZIE LLP, in Dallas, Texas. The company said it has estimated assets of $10 million to $50 million and debts of $50 million to $100 million. NAPAM INVESTMENTS: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: NAPAM Investments, Inc. 7200 Jersey Ridge Road Davenport, IA 52807 Case No.: 14-01038 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Southern District of Iowa (Davenport) Judge: Hon. Lee M. Jackwig Debtor's Counsel: Dale G Haake, Esq. KATZ, HUNTON & FIEWEGER, P.C. 1000 36th Ave PO Box 950 Moline, IL 61266-0950 Tel: (309) 797-3000 Fax: (309) 797-3330 Email: dhaake@katzlawfirm.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Narinder Kumar, president. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/iasb14-01038.pdf NNN PARKWAY: Wants Baur Firm to Handle Adversary Case ----------------------------------------------------- NNN Parkway 400 26, LLC, et al., ask the Bankruptcy Court to approve the amendment to their application to employ the Law Office of Christine E. Baur as counsel. The firm was employed as general bankruptcy counsel for the Debtors until Nov. 7, 2013, at which time Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP substituted for the firm as general counsel. The Debtors relate that the approved scope of work of the firm does not include representation of the Debtor in the adversary action entitled WBCMT 2007-C31 Amberpark Office Limited Partnership, vs. NNN Parkway 400 2, LLC, et al., which was filed on March 4, 2014. In the complaint, the lender alleges that cash on hand in the estates is currently owned by the lender, and that $700,000 which was transferred to Breakwater in May 2013 from Wiedmeyer was an unauthorized postpetition transfer of the lender's property. The Debtors said the firm will represent them in the adversary proceeding at its customary hourly rates. The majority of the work will be performed by Christine E. Baur ($400) and Kathryn D. Anderson ($350). The firm's other attorneys or paralegals will perform work in the case, as the firm deems appropriate. The firm has received a total of $401,994 in fees and costs related to the representation of the Debtors. The firm also received $5,656 which was sent to Debtors' expert, Lucent Capital. A substantial part of the funds received by the firm come from the proceeds of the $700,000 transferred from Wiedmeyer to Breakwater in May 2013. The firm holds an unused retainer balance of $3,000. The firm will not receive a new retainer for its work in the Adversary Proceeding and is taking on a risk of non-payment if the lender succeeds on the complaint. To the best of the Debtors' knowledge, the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About NNN Parkway 400 26 LLC NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California, on Dec. 31, 2012. Dana Point, California-based NNN Parkway estimated assets and debts of $10 million to $50 million. The Hon. Judge Theodor Albert presides over the case. The Law Office of Christine E. Baur, and David A. Lee, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor. Pre-petition, the Debtors retained HighPoint Management Solutions, LLC, a bankruptcy consulting company, as a manager of the Debtors, and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors' Restructuring Officer, to assist the Debtors in their compliance with the Chapter 11 bankruptcy process. The Debtors' primary asset is a commercial real property commonly known as Parkway 400, which is a two-building office campus totaling approximately 193,281 square feet located at 11720 Amber Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia. The Debtors hold a concurrent ownership interest in the Property with other tenant-in-common investors and the sponsor, NNN Parkway 400, LLC. In January 2014, Judge Albert issued an Amended Memorandum of Decision denying confirmation of the Chapter 11 plan of NNN Parkway 400 26 LLC and its 30 debtor affiliates, and granting the lender relief from the automatic stay. A copy of Judge Albert's Jan. 28, 2014 Amended Memorandum of Decision is available at http://is.gd/36UOTofrom Leagle.com. NNN PARKWAY: Wants Weiland Golden to Handle Adversary Case ---------------------------------------------------------- NNN Parkway 400 26, LLC, et al., ask the Bankruptcy Court to approve an amendment to the application to employ Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP as general bankruptcy counsel. The application will be amended to include representation of the Debtors who have been named defendants in an adversary action entitled WBCMT 2007-C31 Amberpark Office Limited Partnership, vs. NNN Parkway 400 2, LLC, et al., which was filed on March 4, 2014. The Weiland firm will represent the Debtors, as co-counsel with the Law Office of Christine E. Baur, at the Weiland firm's customary hourly rates which range from $200 to $670, depending on the experience and expertise of the attorney or paralegal performing the work. Majority of the work will be performed by: Personnel Hourly Rate --------- ----------- Evan D. Smiley $620 Philip E. Strok $620 Kyra E. Andrassy $540 Beth E. Gaschen $430 The Weiland firm will not receive a retainer for its work in the adversary proceeding and is taking on a risk of non-payment if the lender succeeds on the complaint. About NNN Parkway 400 26 LLC NNN Parkway 400 26, LLC, filed a bare-bones Chapter 11 petition (Bankr. C.D. Calif. Case No. 12-24593) in Santa Ana, California, on Dec. 31, 2012. Dana Point, California-based NNN Parkway estimated assets and debts of $10 million to $50 million. The Hon. Judge Theodor Albert presides over the case. The Law Office of Christine E. Baur, and David A. Lee, Esq., at Weiland, Golden, Smiley, Wang Ekvall & Strok, LLP, represent the Debtor. Pre-petition, the Debtors retained HighPoint Management Solutions, LLC, a bankruptcy consulting company, as a manager of the Debtors, and HighPoint's President, Mr. Mubeen Aliniazee, as the Debtors' Restructuring Officer, to assist the Debtors in their compliance with the Chapter 11 bankruptcy process. The Debtors' primary asset is a commercial real property commonly known as Parkway 400, which is a two-building office campus totaling approximately 193,281 square feet located at 11720 Amber Park Drive and 11800 Amber Park Drive, Alpharetta, Georgia. The Debtors hold a concurrent ownership interest in the Property with other tenant-in-common investors and the sponsor, NNN Parkway 400, LLC. In January 2014, Judge Albert issued an Amended Memorandum of Decision denying confirmation of the Chapter 11 plan of NNN Parkway 400 26 LLC and its 30 debtor affiliates, and granting the lender relief from the automatic stay. A copy of Judge Albert's Jan. 28, 2014 Amended Memorandum of Decision is available at http://is.gd/36UOTofrom Leagle.com. NORSE ENERGY: Mason Capital et al. to Buy Assets for $2.65MM ------------------------------------------------------------ Josh Kosman, writing for the New York Post, reported that New York hedge fund Mason Capital Management leads a group that bought bankrupt hydraulic fracker Norse Energy. According to the Post, a source with knowledge of the situation said that Any Acquisition, a holding company created by the group, reached a deal on April 23 in federal bankruptcy court to buy Norse Energy for $2.65 million. About Norse Energy Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse Energy Holdings, Inc., filed voluntary petition for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) in Buffalo, NY, on Dec. 7, 2012, estimating less than $50,000 in assets and less than $100,000 in liabilities. Norse Energy Corp. USA filed a Chapter 11 petition the day before (Bankr. W.D.N.Y. Case No. 12-13685) listing $32.6 million in debt and less than $50,000 in assets. The Debtors are represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. Judge Carl L. Bucki presides over the cases. Norse holds oil and gas leases on 130,000 acres in central and western New York. In September 2013, the official committee of unsecured creditors appointed in the case sued the parent company along with officers and directors, seeking a recovery including almost $70 million paid within two years of bankruptcy. Norse Energy Corp. ASA ("NEC" ticker Oslo Stock Exchange, Norway) announced on Oct. 10 the conversion of NEC USA and its US parent, Norse Energy Holdings, Inc. (NEHI), to Chapter 7 liquidations. NEC said it would shutter its U.S. affiliates and terminate its final eight employees. NORSE ENERGY: Seeks Jury Trial in Suit v. NYDEC, NYDOH & Cuomo -------------------------------------------------------------- Josh Kosman, writing for the New York Post, said The Post has learned that Norse Energy has sued Gov. Cuomo, the New York Department of Environmental Conservation, and the state Department of Health to complete the Supplemental Generic Environmental Impact Statement relative to hydraulic fracturing. Norse argues the study is legally is overdue. A hearing was set for April 25 on the case in Albany County Supreme Court. The state is moving to dismiss, while Norse wants a jury trial on the merits. The Post said Norse claims it owns leases to frack on roughly 180,000 acres in the state. The Post's source said Mason Capital will also now be funding Norse's legal case against the state, which is about to reach a critical stage. "They [the state] are going to say their conduct is not subject to judicial review," plaintiff lawyer Thomas West, Esq., told The Post, "and no one has standing. "We are going to press hard for a hearing," because our client has been harmed. According to The Post, Mr. West said if Norse wins the case, it would force the state to release its results soon, and if the study concludes that fracking is safe, it could lead to drilling permits being issued by the end of the year. The Post's source said Norse is teamed in the legal matter with the Koch brothers- funded, Joint Landowners Coalition of New York, which represents thousands of upstate landowners. About Norse Energy Norse Energy Corp. ASA's U.S. subsidiary holding company, Norse Energy Holdings, Inc., filed voluntary petition for Chapter 11 bankruptcy protection (Bankr. W.D.N.Y. Case No. 12-13695) in Buffalo, NY, on Dec. 7, 2012, estimating less than $50,000 in assets and less than $100,000 in liabilities. Norse Energy Corp. USA filed a Chapter 11 petition the day before (Bankr. W.D.N.Y. Case No. 12-13685) listing $32.6 million in debt and less than $50,000 in assets. The Debtors are represented by Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, New York. Judge Carl L. Bucki presides over the cases. Norse holds oil and gas leases on 130,000 acres in central and western New York. In September 2013, the official committee of unsecured creditors appointed in the case sued the parent company along with officers and directors, seeking a recovery including almost $70 million paid within two years of bankruptcy. Norse Energy Corp. ASA ("NEC" ticker Oslo Stock Exchange, Norway) announced on Oct. 10 the conversion of NEC USA and its US parent, Norse Energy Holdings, Inc. (NEHI), to Chapter 7 liquidations. NEC said it would shutter its U.S. affiliates and terminate its final eight employees. NORTHERN BERKSHIRE HEALTHCARE: To Sell Assets to BMC ---------------------------------------------------- Andy McKeever, writing for iBerkshires.com, reported that: -- the emergency room at the former North Adams Regional Hospital is expected to reopen as a satellite facility by mid-May under the auspices of Berkshire Medical Center. Joseph H. Baldiga, Esq., at Mirick, O'Connell, DeMallie, Lougee, represents BMC. He said BMC would need two weeks from the April 30 occupation hearing to prepare the space for inspection, putting the reopening into May; and -- Berkshire Health Systems, which owns BMC, has reached a deal with Northern Berkshire Healthcare's bondholders to buy its assets. That deal is expected to be completed by July. Wells Fargo Bank, N.A., trustee for the bondholders, has agreed to allow the "collateral" to be used prior to executing the purchase. According to the report, Harold B. Murphy, the court-appointed trustee of NBH, said during the hearing Thursday morning April 24 in U.S. Bankruptcy Court in Springfield. He said the deal is to acquire all of the real estate and all of the equipment in possession of the former Northern Berkshire Healthcare. "The buyer, Berkshire Medical, will presumably be hiring back employees," he said. The report also said a hearing was set for April 30 to sign off on the occupancy requirements to allow the emergency department and its ancillary units to open. BMC has agreed to pay for utilities and other needs; Wells Fargo is waiving any leasing or rental payments. Judge Henry Boroff also ordered that the utilities owed payment by NBH could not shut off those services. The report said an agreed-upon price for the sale of the assets was not revealed; attorneys said a confidentiality agreement was in place. Mr. Murphy requested a hearing on the purchase by mid- May, and Judge Boroff scheduled the hearing for May 27. The report said there will be a 45-day window to complete the purchase. If successful, Berkshire Health Systems should take over the hospital facility by mid-July. Once the 45-day window begins, the court-appointed trustee may solicit interest from other parties as part of the competitive bidding process. "If there are other bidders, a bankruptcy auction will be held shortly thereafter," according to a statement from BHS spokesman Michael Leary. The report said BMC, if successful, is expected to invest about $10 million into the hospital building for repairs and improvements. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc., a non-profit healthcare corporation in northern Berkshire County, Massachusetts, filed for Chapter 7 bankruptcy on April 3, 2014, days after closing the North Adams Regional Hospital on March 28. The Board of Trustees cited a worsening financial status following Chapter 11 bankruptcy in 2011, financial restructuring and the closing of its psychiatric facility in January. Berkshire Medical Center has been apponted to resume operation of NARH's ER. NBH emerged from Chapter 11 bankruptcy proceedings in June 2012. NBH, together with affiliates, operated the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presided over the Chapter 11 cases. He also oversees the Chapter 7 case. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., served as bankruptcy counsel in the Chapter 11 cases. The Debtors' Financial Advisors were Carl Marks Advisory Group LLC. GCG Inc. served as claims and noticing agent. NBH disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. The Debtors obtained confirmation of their Chapter 11 plan on April 10, 2012. According to the Troubled Company Reporter on June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012, it has emerged from Chapter 11 reorganization. OHI INTERMEDIATE: S&P Puts 'B+' CCR on CreditWatch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'B+' corporate credit rating, on OHI Intermediate Holdings Inc. on CreditWatch with negative implications. The CreditWatch placements follow the news that Buffalo, N.Y.- based OHI will sell its wood preservation and railroad services businesses for roughly $460 million in cash to U.S. chemical company Koppers Inc. Koppers expects the transaction to close in third-quarter 2014, subject to regulatory filings and customary closing conditions. Together, the two business segments generated about $390 million in revenue in 2013 (more than half of OHI's revenues for the year), with $350 million from the wood preservation business and $40 million from railroad services. Although the sale could slightly detract from S&P's view of OHI's business risk profile, S&P's are unlikely to revise its assessment downwards from the "weak" category, in light of S&P's view of the company's utilities services business and its profitability. Although OHI may use the proceeds from the divestiture to repay its $405 million term loan following the transaction's completion, this may not lead to permanent improvement in the company's credit measures. Upon the transaction's completion, the divestiture would reduce OHI's overall revenues and render the company reliant solely on the earnings from its utilities services business. S&P also recognizes the potential for OHI's private equity owners to increase debt in the near future. S&P will reassess the company's financial risk profile as information becomes available regarding any potential future transactions for the remaining business. The ratings are on CreditWatch with negative implications. "We expect to resolve the CreditWatch placement within the next several months by either affirming or lowering the corporate credit rating on OHI after evaluating the new capital structure, the equity owners' financial policies, and management's business strategies," said Standard & Poor's credit analyst Robyn Shapiro. "If OHI's long-term capital structure appears likely to involve high debt leverage, such as adjusted debt to EBITDA of greater than 5x, then we could lower the ratings." PHILADELPHIA INQUIRER: Judge Orders Ownership Group to Dissolve --------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that the Philadelphia Inquirer and Philadelphia Daily News will be put up for sale once again, but this time the prize-winning publications will be sold at a "private, 'English-style,' open outcry auction" among the current owners. The floor price will be $77 million, cash, and the auction is to be held before the end of May, according to an order issued by Vice Chancellor Donald Parsons of Delaware's Court of Chancery, the report related. The auction will be the next step in a corporate divorce that has seen the wealthy and powerful owners of Philadelphia's daily newspapers grappling with each other in courts in two states, the report further related. According to the Journal, the ruling was a win for New Jersey political power broker George E. Norcross III, a leader of one faction of the ownership group who said rules the owners agreed to when they bought the newspapers in 2012 required a private auction. In a statement, Mr. Norcross said he was pleased that the judge "agreed that the bidding process should be open and transparent and that it should be done quickly," the report added. PLUMLINE INVESTING: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Plumline Investing, LLC 609 Metairie Road, Suite 220 Metairie, LA 70005 Case No.: 14-11004 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Laura F. Ashley, Esq. JONES WALKER, ET AL 201 St. Charles Avenue, Suite 4900 New Orleans, LA 70170 Tel: (504) 582-8118 Fax: (504) 589-8118 Email: lashley@joneswalker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alfonso Castillo, manager. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb14-11004.pdf PLUMLINE PROPERTIES: Case Summary & 10 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Plumline Properties, LLC 609 Metairie Road, Suite 220 Metairie, LA 70005 Case No.: 14-11005 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Elizabeth W. Magner Debtor's Counsel: Laura F. Ashley, Esq. JONES WALKER, ET AL 201 St. Charles Avenue, Suite 4900 New Orleans, LA 70170 Tel: (504) 582-8118 Fax: (504) 589-8118 Email: lashley@joneswalker.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Alfonso Castillo, manager. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb14-11005.pdf PORTER HAYDEN: Asbestos Coverage Suit Kept Alive ------------------------------------------------ Law360 reported that a Maryland federal judge largely upheld a pair of American International Group Inc. insurers' suit seeking to bar coverage from defunct insulation seller Porter Hayden Co. for its asbestos injury suits, finding that she can't rule on the reasonableness of the underlying settlements. Judge Catherine C. Blake of the U.S. District Court for the District of Maryland issued two orders dated March 31, 2014: (1) Judge Blake, in the first order, granted defendant Porter Hayden Company's motion to exclude the expert testimony of Dr. Michael A. Brown and granted in part and denied in part the motion to exclude the expert testimony of Dr. Charles H. Mullin. The Court ruled that Brown provides an explanation that could be made by calling a non-expert, fact witness. Indeed, there are other witnesses the Insurers may call to explain the Trust's procedures, such as Trustee T. Dennis Feeley. Judge Blake also found that Mullin's methodology in comparing the Porter Hayden Bodily Trust's valuation of claims to "historical" amounts paid by Porter Hayden in the tort system reliable. A full-text copy of Judge Blake's Decision in this matter is available at http://is.gd/0HXpxmfrom Leagle.com. (2) In the second order, Judge Blake granted in part and denied in part the motion for summary judgment filed by National Union Fire Insurance Company of Pittsburgh, P.A., and American Home Assurance Company to bar coverage settlements made by the Trust. Judge Blake also granted in part and denied in part Porter Hayden's motion for summary judgment as it pertains to the reasonableness of the Trust's settlements and whether the Insurers have waived their right to object to those settlements. A full- text copy of Judge Blake's Decision in this matter is available at http://is.gd/OASqb3from Leagle.com The case is NATIONAL UNION FIRE INSURANCE COMPANY OF PITTSBURGH, PA., et al., v. PORTER HAYDEN COMPANY, et al., CIVIL NO. CCB-03- 3408, NO. CCB-03-3414 (D. Md.). Porter Hayden Company, as Plaintiff, is represented by Robert Eric Johnston, Esq. -- rjohnston@hollingsworthllp.com -- at Hollingsworth LLP. Porter Hayden Company, as Debtor, represented by Robert Eric Johnston, Esq., at Hollingsworth LLP & Deborah Hunt Devan, Esq. -- dhd@nqgrg.com -- at Neuberger Quinn Gielen Rubin and Gibber PA. National Union Fire Insurance Company of Pittsburgh, PA, Defendant, represented by: Timothy R Dingilian, Esq. JACKSON AND CAMPBELL PC 400 Poydras Street, Suite 2090 New Orleans, Louisiana 70130 Toll Free: (866) 920-8471 Facsimile: (504) 680-4101 Subpoena Group Objectors, Movant, represented by Deborah Hunt Devan, Esq., at Neuberger Quinn Gielen Rubin and Gibber PA. PRIVATE ESCAPES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Private Escapes Pinnacle Deer Valley, LLC 3213 Shore Rd. Fort Collins, CO 80524 Case No.: 14-24221 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Judge: Hon. Joel T. Marker Debtor's Counsel: Knute A. Rife, Esq. RIFE LAW OFFICE PO Box 2941 Salt Lake City, UT 84110 Tel: 801-809-9986 Email: KARife@RifeLegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Richard Keith, member/manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PUREFITNESS CARLSBAD: Case Summary & 20 Top Unsecured Creditors --------------------------------------------------------------- Debtor: Purefitness Carlsbad, Inc. 701 B Street Suite 366-368 San Diego, CA 92101 Case No.: 14-03171 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court Southern District of California (San Diego) Debtor's Counsel: Julian McMillan, Esq. MCMILLAN LAW GROUP 2751 Roosevelt Road, Suite 204 San Diego, CA 92106 Tel: 858-499-8954 Fax: 619-241-8291 Email: julian@mcmillanlawgroup.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Michael London, CEO. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/casb_14-03171.pdf QUEEN OF HEARTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Queen of Hearts Cruises Inc. 1632 York Avenue New York, NY 10028 Case No.: 14-11219 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Jonathan S. Pasternak, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: (914) 681-0200 Fax: (914) 684-0288 Email: jpasternak@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Salsberg, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-11219.pdf RADIO SYSTEMS: S&P Affirms 'B' CCR & Revises Outlook to Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Knoxville, Tenn.-based Radio Systems Corp. (RSC) at 'B', and revised the outlook to negative from stable. At the same time, S&P affirmed its issue-level rating on the $250 million senior secured second-lien notes due 2019 at 'B'. The recovery rating remains '4', indicating S&P's expectation for average (30%-50%) recovery of principal in the event of default. The ratings on RSC reflect S&P's view of its "highly leveraged" financial risk profile and "weak" business risk profile. S&P's anchor of 'b', given two potential outcomes ('b' or 'b-'), reflects its assessment of RSC's stronger credit metrics relative to its 'b-' rated peers. For the 12 months ended Dec. 31, 2013, S&P estimates a ratio of adjusted total debt to EBITDA of about 5x, which is relatively unchanged from fiscal year-end 2012. Similarly, the ratio of funds from operations (FFO) to total debt remained near 10%. S&P expects the company to improve its credit metrics through a combination of payments on the revolving credit facility and relatively stable adjusted EBITDA margin; however, the scheduled covenant step-down in March 2014 could result in single-digit covenant cushion. Another covenant step-down is scheduled in March 2015. S&P views the company's business risk profile as "weak." Key credit factors in that assessment include S&P's view that the company has a narrow business focus, highly discretionary product offerings, and risks related to outsourcing substantially all of its manufacturing to third parties. RSC continues to have a narrow product focus in the highly competitive pet supplies industry as the leader in the niche wireless pet containment and training market. The negative outlook reflects S&P's expectation that covenant cushion could remain below 15% over the near term. REPUBLIC OF TEXAS: Settles Claims Against Empire Capital & Ex-CFO ----------------------------------------------------------------- Republic of Texas Brands Incorporated on April 24 disclosed that it has reached a preliminary amicable settlement in its claims against Scott Forsythe, Matthew Nicoletti, Empire Capital LLC and Michael Welch, the Company's former Chief Financial Officer. The terms of the settlement will remain confidential until approved by the Bankruptcy Court. Jerry Grisaffi, Chief Executive Officer, stated, "We thank Scott Forsythe, Matthew Nicoletti, and everyone at Empire Capital for this resolution and support of our Chapter 11 reorganization plan and wish them every success in their future endeavors." Mr. Grisaffi continued, "This is a giant step towards the Company's successful exit from Chapter 11 reorganization and will benefit both our creditors and our shareholders. With the return of the Welch stock to treasury the share structure will be reduced to 202,730,433. There will be no reversal of the stock and all shares held by investors will be unaffected. This will help us move forward with our plans to acquire Chill Texas, which will provide us with a solid revenue base to grow and meet our plan obligations." "We are happy to move even further in the reorganization process and to look for acquisitions that create shareholder value," said Mr. Grisaffi. About Republic of Texas Brands Incorporated Republic of Texas Brands Incorporated's mission is to find the premier cannabis and hemp industry innovators, leveraging its team of professionals to source, evaluate and purchase value-added companies and products, while allowing them to keep their integrity and entrepreneurial spirit. The company filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 13-bk-36434) on Dec. 17, 2013. The company estimated assets of $0 to $50,000 and liabilities of $500,001 to $1 million. Judge Barbara J. Houser presides over the case. The Debtor is represented by: Eric A. Liepins ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 E-mail: eric@ealpc.com RESIDENTIAL CAPITAL: Court Won't Revisit Ruling Against Lahrman --------------------------------------------------------------- Bankruptcy Judge Martin Glenn denied the Motion to Reconsider or Otherwise Alter, Amend and Modify Order or Judgment and Motion for Releif [sic] from Judgment or Order filed by Timothy J. Lahrman in the Chapter 11 case of Residential Capital LLC. Lahrman asked the Court to reconsider its Order Granting Ally Financial Inc.'s Motion for an Order Enforcing the Chapter 11 Plan Injunction, which enforced the Third Party Release and Injunction provisions of the Second Amended Joint Chapter 11 Plan Proposed by ResCap et al. and the Official Committee of Unsecured Creditors as to claims Lahrman asserts in an Indiana state court proceeding against Ally Financial. The Court said Lahrman has failed to satisfy the standards for a motion for reconsideration. A copy of the Court's April 23, 2014 Memorandum Opinion and Order is available at http://is.gd/VgnMbJfrom Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. The Plan became effective on Dec. 17, 2013. REVEL AC: Judge Wizmur Closes Chapter 11 Bankruptcy Case -------------------------------------------------------- The Hon. Judith H. Wizmur of the U.S. Bankruptcy Court for the District of New Jersey on March 31 issued a final decree closing the Chapter 11 bankruptcy case of Revel AC Inc. and its debtor- affiliates because: -- the confirmation order has become final; -- the plan does not require any deposits; -- the plan has been substantially consummated; -- the property required to be transferred by the plan has been transferred; -- each of the reorganized Debtors has assumed the business and management of the property dealt with the plan; and -- the reorganized Debtors have represented that all statutory fees have been paid. About Revel AC Revel AC, Inc. -- http://www.revelresorts.com/-- owns and operates Revel, a Las Vegas-style, beachfront entertainment resort and casino located on the Boardwalk in the south inlet of Atlantic City, New Jersey. Revel AC Inc. along with four affiliates sought bankruptcy protection (Bankr. D.N.J. Lead Case No. 13-16253) on March 25, 2013, in Camden, New Jersey, with a prepackaged plan that reduces debt by $1.25 billion. Revel's legal advisor in connection with the restructuring is Kirkland & Ellis LLP. Alvarez & Marsal serves as its restructuring advisor and Moelis & Company serves as its investment banker for the restructuring. Epiq Bankruptcy Solutions is the claims and notice agent. The Official Committee of Unsecured Creditor retained Christopher A. Ward, Esq., Jason Nagi, Esq., and Jarrett Vine, Esq., at Polsinelli PC as counsel. Revel AC Inc. on May 21, 2013, disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11 of the United States Bankruptcy Code. Through the restructuring plan, which has been approved by both the U.S. Bankruptcy Court for the District of New Jersey (Camden) and the New Jersey Casino Control Commission, Revel has reduced its outstanding debt by approximately $1.2 billion, or 82%, and its annual interest expense on a cash basis by $98 million, or 96%. REVSTONE INDUSTRIES: GM Says $95M PBGC Deal Ignores Its Claims -------------------------------------------------------------- Law360 reported that General Motors LLC took issue with a settlement bankrupt auto parts conglomerate Revstone Industries LLC reached with the Pension Benefit Guaranty Corp. to resolve more than $95 million in pension-related claims, arguing the deal ignores the auto giant's $10 million in claims against the debtor. According to the report, in a motion before the Delaware bankruptcy court, GM said that it doesn't necessarily oppose the principle of a deal to settle with the PBGC, but that the agreement on the table takes money upon which the auto giant says should be used to pay its claims. About Revstone Industries Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., at Pachulski Stang Ziehl & Jones LLP represents Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., at Womble Carlyle Sandridge & Rice, LLP, represents the Official Committee of Unsecured Creditors in Revstone's case. REVSTONE INDUSTRIES: Selling Canadian Unit for $14.1MM to Zynik --------------------------------------------------------------- Revstone Industries LLC seeks Bankruptcy Court approval to sell its equity interest in Revstone Wallaceburg Canada Inc., to Zynik Capital Corporation, subject to competitive bidding and auction. Revstone also seeks Court approval of procedures and related deadlines with respect to the bidding, auction and sale. Revstone and Zynik entered into a share purchase agreement dated March 13. Zynik is not an insider or affiliate, the Debtor said. Revstone will sell to Zynik 100 shares of common stock of RWCI, which represents 100% of the issued and outstanding equity interests of RWCI. The purchase price is $14,100,000, subject to certain adjustments. According to papers filed by the Debtors, the purchase price is "less (i) an amount equal to the aggregate of the WFCU [Windsor Family Credit Union] RWCI Debt, the RBC [Royal Bank of Canada] Debt and the Reimbursable Capital Expenditure Debt; (ii) the amount of the RWCI Shareholder Loan, plus (iii) an amount equal to the amount by which the Networking Capital as of Closing is less than the sum of $12,000,000, plus the amount of the Reimbursable Capital Expenditures, provided, howver, that any individual Reimbursable Capital Expenditure exceeding $100 and not listed on Schedule 1.1(d), shall not be added to th Purchase Price unless the Purchaser shall have first consented to the same prior to such expenditure being included in the Purchase Price." Zynik has provided $500,000 as deposit. RWCI is is the parent of Aarkel Tool & Die Inc., a manufacturer of diecast tooling, plastic injection tooling and aluminum product/prototype tooling products. RWCI conducts no active business and merely serves as holding company that owns 25,953,128 shares of Aarkel, which operates out of two plants in Wallaceburg, in Ontario, Canada. Revstone hired Stout Risius Ross Inc., as investment banker to market the RWCI equity interest and Aarkel assets. The sale agreement provides for a host of fees payable to the buyer: -- Revstone proposes to pay Zynik $500,000 as breakup fee and a refund to its deposit in the event the Debtors close a deal with another buyer within the nine-month period immediately following the auction. -- In the event the deal with Zynik won't close within nine-months from the entry of the agreement, Zynik will be entitled to reimbursement of its expenses not to exceed $500,000. -- Zynik will also be entitled to a $500,000 breach fee in the event the sale fails to close following the auction, so long as the shares are not sold to another buyer. -- In the event the Bankruptcy Court refuses to approve the bid procedures and the sale agreement with Zynik is terminated as a result of that refusal, Zynik will be entitled to reimbursement by Aarkel of its fees of up to $100,000 in consideration of the time and expense, and payment of certain bank commitment, work and similar fees. The Debtor said the alternative buyer will be responsible for paying the breakup fee. The Debtor said it is required under the sale agreement to obtain approval of the bidding procedures no later than May 16, conduct an auction within 45 days from April 21, the date the Bid Procedures Motion was filed, obtain an order approving the sale no later than three business days after the auction date, and close the sale within 14 days after entry of the sale order. A hearing on the request is set for May 15 at 11:30 a.m. Objections are due May 8. About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. REVSTONE INDUSTRIES: Committee Seeks Ouster of PBGC as Member ------------------------------------------------------------- The Bankruptcy Court in Wilmington, Delaware will convene a hearing April 30 at 10 a.m. ET to consider the request of the Official Committee of Unsecured Creditors in the Chapter 11 case of Revstone Industries LLC to compel the U.S. Trustee to reconstitute the Committee by removing the Pension Benefit Guaranty Corporation as member. The Court will also consider the PBGC's objection to the request. The Committee explained that a conflict of interest has arisen following the PBGC's entry into a $95 million settlement with the Debtors to resolve its claims related to four pension plans. The settlement includes an agreement by the PBGC to support any plan of reorganization filed by Revstone. The Committee, however, does not believe the settlement believes the settlement is in the best interest of the estates. The Committee also noted that the current Plan filed by Revstone includes broad exculpation and release provisions that are at odds with the Plan that has been filed by the Committee. Revstone's plan also provides a post- effective date corporate governance mechanism that conflicts with the corporate governance proposed by the Committee in its plan. On March 10, the Committee, excluding the PBGC, unanimously voted to oust the PBGC. On March 17, the Office of the U.S. Trustee declined to do so at this juncture. This prompted the Committee to file the request. The Committee consists of Boston Finance Group LLC, Schoeller Arca Systems Inc, Patrick J. O'Mara, Thule Holding and the PBGC. Schoeller resigned from the Committee on May 23, 2013, and Kerry Capital Advisors Inc. was named to the panel on Feb. 4, 2014. Calling the Motion "yet another instance of wasteful and unproductive litigation", irresponsibly adding to administrative expenses in a case that is currently administratively insolvent," the PBGC urged the Court to toss the request. The PBGC related that on Feb. 20 it consulted with the Office of the U.S. Trustee about its status as a Committee member in light of the settlement. The PBGC said it was advised to remain on the Committee pending the outcome of the Debtors' Motion to approve the settlement, and to recuse itself as appropriate from Committee discussions and votes regarding the settlement. The PBGC said it advised counsel for the Committee that it intended to follow the guidance offered by the U.S. Trustee, and that it would resign from the Committee if the Settlement Motion is approved. The PBGC said it has voluntarily recused itself from all Committee activity related to the PBGC Settlement and the 9019 Motion. The PBGC argues that the issues raised by the Committee's Motion will be effectively resolved by the hearing on the Settlement Motion, which is scheduled for May 6, 2014. There is, thus, no reason why the Committee's Motion needs to be heard before the Settlement Motion hearing. If the Settlement Motion is not approved by the Court, the PBGC said it should continue to be a member of the Committee. The PBGC noted that it is the largest unsecured creditor of Revstone and its affiliates, with a claim in excess of $95 million. If that claim is not resolved pursuant to the PBGC Settlement, the U.S. Trustee's appointment of PBGC to the Committee must stand. Counsel for the Committee is: Mark L. Desgrosseilliers, Esq. Ericka Fredricks Johnson, Esq. Steven K. Kortanek, Esq. Matthew P. Ward, Esq. WOMBLE CARLYLE SANDRIDGE & RICE, LLP 222 Delaware Avenue, Suite 1501 Wilmington, DE 19801 Counsel for Boston Finance Group, LLC, is represented by: Gregg M. Galardi, Esq. Sarah E. Castle, Esq. DLA PIPER LLP 1251 Avenue of the Americas New York, NY 10020-1104 The PBGC is represented by: Israel Goldowitz, Esq. Chief Counsel Karen L. Morris, Esq. Deputy Chief Counsel Kartar S. Khalsa, Esq. Assistant Chief Counsel Desiree M. Amador, Esq. M. Katherine Burgess, Esq. Cassandra B. Caverly, Esq. Melissa Harclerode, Esq. Attorneys PENSION BENEFIT GUARANTY CORPORATION Office of the Chief Counsel 1200 K Street, N.W., Suite 340 Washington, D.C. 20005 Tel: (202) 326-4020, ext. 4779 Fax: (202) 326-4112 E-mails: burgess.katie@pbgc.gov efile@pbgc.gov About Revstone Industries et al. Lexington, Kentucky-based Revstone Industries LLC, a maker of truck parts, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 12-13262) on Dec. 3, 2012. Judge Brendan Linehan Shannon oversees the case. Laura Davis Jones, Esq., Timothy P. Cairns, Esq., and Colin Robinson, Esq., at Pachulski Stang Ziehl & Jones LLP represent Revstone. In its petition, Revstone estimated under $50 million in assets and debts. Affiliate Spara LLC filed its Chapter 11 petition (Bankr. D. Del. Case No. 12-13263) on Dec. 3, 2012. Lexington-based Greenwood Forgings, LLC (Bankr. D. Del. Case No. 13-10027) and US Tool & Engineering LLC (Bankr. D. Del. Case No. 13-10028) filed separate Chapter 11 petitions on Jan. 7, 2013. Judge Shannon also oversees the cases. Duane David Werb, Esq., at Werb & Sullivan, serves as bankruptcy counsel to Greenwood and US Tool. Greenwood estimated $1 million to $10 million in assets and $10 million to $50 million in debts. US Tool & Engineering estimated under $1 million in assets and $1 million to $10 million in debts. The petitions were signed by George S. Homeister, chairman. Metavation, also known as Hillsdale Automotive, LLC, joined parent Revstone in Chapter 11 on July 22, 2013 (Bankr. D. Del. Case No. 13-11831) to sell the bulk of its assets to industry rival Dayco for $25 million, absent higher and better offers. Metavation has tapped Pachulski as its counsel. Pachulski also serves as counsel to Revstone and Spara. Metavation also has tapped McDonald Hopkins PLC as special counsel, and Rust Consulting/Omni Bankruptcy as claims agent and to provide administrative services. Stuart Maue is fee examiner. Mark L. Desgrosseilliers, Esq., Ericka Fredricks Johnson, Esq., Steven K. Kortanek, Esq., and Matthew P. Ward, Esq., at Womble Carlyle Sandridge & Rice, LLP, represent the Official Committee of Unsecured Creditors in Revstone's case. Boston Finance Group, LLC, a committee member, also has hired as counsel Gregg M. Galardi, Esq., and Sarah E. Castle, Esq., at DLA Piper LLP. STEPPING STONES: Voluntary Chapter 11 Case Summary -------------------------------------------------- Debtor: Stepping Stones, LLC 832 Urbane Road Cleveland, TN 37312 Case No.: 14-11772 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Eastern District of Tennessee (Chattanooga) Judge: Hon. John C. Cook Debtor's Counsel: Richard L Banks, Esq. RICHARD BANKS & ASSOCIATES, P.C. 393 Broad Street NW P. O. Box 1515 Cleveland, TN 37311 Tel: (423) 479-4188 Email: bmerriman@rbankslawfirm.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Angela M. Jay, chief manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. STEVE & BARRY'S: Court Won't Revive Paul Hastings Malpractice Suit ------------------------------------------------------------------ Law360 reported that New York's high court declined a Cerberus Capital Management LP affiliate's bid to appeal its loss in a $50 million malpractice suit against Paul Hastings LLP, leaving in place a ruling that found the firm couldn't be blamed for a troubled loan the affiliate made to another company to buy assets from a bankrupt retailer. According to the report, the New York State Court of Appeals issued a brief order saying it had denied Ableco Finance LLC's motion to argue that a lower appellate panel had erred. About Steve & Barry's Headquartered in Port Washington, New York, Steve and Barry's LLC -- http://www.steveandbarrys.com/-- is a national casual apparel retailer that offers high quality merchandise at low prices for men, women and children. Founded in 1985, the company operates 276 anchor and junior anchor shopping center and mall-based locations throughout the U.S. The discount clothing chain's brands include the BITTEN(TM) collection, the first-ever apparel line created by actress and global fashion icon Sarah Jessica Parker, and the STARBURY(TM) collection of athletic and lifestyle apparel and sneakers created with NBA (R) star Stephon Marbury. Steve & Barry's LLC, and 63 affiliates filed separate voluntary petitions under Chapter 11 protection on July 9, 2008 (Bankr. S.D.N.Y. Lead Case No. 08-12579). Lori R. Fife, Esq., and Shai Waisman, Esq., at Weil, Gotshal & Manges, LLP, represent the Debtors in their restructuring efforts. Diana G. Adams, United States Trustee for Region 2, has appointed seven members to the Official Committee of Unsecured Creditors in the Debtors' Chapter 11 cases. On Aug. 22, 2008, the Debtors obtained permission from the Court to sell substantially all of their assets for $168 million to a joint venture by Bay Harbour Management and York Capital, BHY S&B Holdings, LLC. Under the terms of the purchase agreement, majority of the Debtors' 276 stores will remain open. Pursuant to the Purchase Agreement, the Court authorized 51 Debtors to change their corporate names. Lead Debtor Steve & Barry's Manhattan LLC (Case No. 08-12579) has been changed to Stone Barn Manhattan LLC. Parent company Steve & Barry's LLC (Case No. 08-12615) is now known as Steel Bolt LLC. When the Debtors filed for bankruptcy, they disclosed $693,492,000 in total assets and $638,086,000 in total debts. SUNTECH POWER: Ch. 15 Venue 'Engineered,' Solyndra Says ------------------------------------------------------- Law360 reported that a residual trust representing Solyndra, the failed government-backed solar panel maker, argued in bankruptcy court that Suntech Power Holdings Inc. should not be allowed to proceed with its Chapter 15 case in New York, saying the venue selection was "engineered" by noteholders. According to the report, John A. Morris of Pachulski Stang Ziehl & Jones LLP, representing the Solyndra Residual Trust, argued before U.S. Bankruptcy Judge Stuart M. Bernstein that the Suntech proceeding has nothing substantial to link it to New York. About Suntech Wuxi, China-based Suntech Power Holdings Co., Ltd., produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. Suntech Power on Jan. 31, 2014, disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code. Under the RSA, the parties agreed that chapter 7 proceedings will be dismissed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. In February 2014, Suntech Power disclosed that the joint provisional liquidators of the Company appointed by the Grand Court of the Cayman Islands to oversee the restructuring of the Company have commenced a Chapter 15 proceeding under the U.S. Bankruptcy Code in a federal court in the Southern District of New York. Under such a proceeding, the Company is seeking to have recognized in the United States the Company's overseas provisional liquidation which has previously been granted in the Cayman Islands. TERI POLO: 'Meet the Parents' Actress Files Ch. 11 Owing the IRS ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Teri Polo, who played the wife of Ben Stiller in the Focker family movie series, filed a Chapter 11 petition on April 14 in Los Angeles, citing state and federal tax debts. According to the report, her petition listed less than $50,000 in assets and less than $1 million in debt. Polo owes about $750,000 in U.S. taxes and about $27,000 in California taxes, the report said, citing the petition. She listed credit-card debt of $30,000, the report added. The case is In re Theresa Polo, 14-bk-17165, U.S. Bankruptcy Court, Central District California (Los Angeles). TREND SOUND: Case Summary & 3 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Trend Sound Promoter AMG Corp 601 108th Ave NE #1900 Bellevue, WA 98004 Case No.: 14-13193 Chapter 11 Petition Date: April 25, 2014 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Hon. Marc Barreca Debtor's Counsel: Larry B. Feinstein, Esq. VORTMAN & FEINSTEIN 500 Union St Ste 500 Seattle, WA 98101 Tel: 206-223-9595 Email: feinstein2010@gmail.com Total Assets: $412,463 Total Liabilities: $5 million The petition was signed by Volodimyr Pigida, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb14-13193.pdf TWEETER HOME: Order Revoking Securities Registration Now Final -------------------------------------------------------------- The U.S. Securities and Exchange Commission said in a Notice dated April 23, 2014, that the initial decision dated March 11, 2014, of Carol Fox Foelak, the Administrative Law Judge, which revokes the registrations of the registered securities of Tweeter Home Entertainment Group, Inc. (a/k/a TWTR, Inc.), is deemed final. According to the notice, Tweeter Home Entertainment Group (CIK No. 1060390) is a delinquent Delaware corporation located in Canton, Massachusetts, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). THEGQ is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended March 31, 2007, which reported a net loss of $34,349,000 for the prior six months. On June 11, 2007, THEGQ filed a Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware, which was still pending as of Feb. 12, 2014. As of Feb. 12, 2014, the common stock of THEGQ was quoted on OTC Link (formerly "Pink Sheets") operated by OTC Markets Group Inc. (OTC Link), had 15 market makers, and was eligible for the "piggyback" exception of Exchange Act Rule 15c2-11(f)(3). UNIVAR INC: Moody's Lowers Corporate Family Rating to 'B3' ---------------------------------------------------------- Moody's Investors Service downgraded Univar Inc.'s Corporate Family Rating (CFR) and term loan ratings to B3 from B2 and changed the ratings outlook to stable from negative. The downgrade reflects its high leverage and lack of growth in profits. The following summarizes the ratings activity: Univar Inc. Ratings Downgraded: Corporate Family Rating -- B3 from B2 Probability of Default Rating -- B3-PD from B2-PD Senior Secured Term Loan B due 2017 -- B3 (LGD4, 53%) from B2 (LGD4, 51%) Senior Secured Euro Term Loan B due 2017 -- B3 (LGD4, 53%) from B2 (LGD4, 51%) Outlook: Stable Ratings Rationale The downgrade to a B3 CFR reflects the company's high leverage (7.9x debt/EBITDA as of December 31, 2013), which Moody's expects to remain elevated in 2014, despite modest improvements in certain end-markets that should positively impact the company's profitability. The company failed to meet its 2013 profit projections by a wide margin resulting in unusually weak metrics for a B2 CFR. Moreover, Moody's expects that even with improvements in Univar's 2014 profitability that its leverage will be higher than is typical for B2 rated entities. Elevated leverage is partly due to the underperformance of acquisitions over the past two years. In 2013, Univar focused on cutting costs to improve profitability. Additionally, the company suspended the implementation of a new ERP system and acquisition activities. Univar's CFR also reflects its modest operating margins (albeit typical for a chemicals distributor) that allow for a minimal cushion in its highly leveraged situation, an underperforming European business with regional concentration, a product mix in the US including commodity chemicals, its history of inconsistent free cash flow generation (as cash flow has been invested in working capital to support sales growth), and working capital seasonality associated with the company's agricultural chemicals distribution business in Canada that will require the company to borrow additional funds on a seasonal basis. The ratings favorably recognize Univar's leading market share in North America and large market share in Europe, economies of scale, long-lived customer and supplier relationships with minimal concentration, favorable industry trends in outsourcing to distributors that has resulted in the distribution business growing faster than overall chemicals sales, the relatively stable nature of the firm's historical EBITDA generation, and modest maintenance capital expenditure requirements. Univar has good liquidity supported by its cash balances ($180 million as of December 31, 2013) and unused capacity under its revolving credit facility. The company's $1.3 billion ABL revolver due 2018 (excluding the $100 million ABL term loan), used by its US and Canadian operations, had $711 million of unused availability as of December 31, 2013. Under the revolving credit agreement, the company has a springing fixed charge coverage ratio (FCCR). In order to have access to the last 10% of the face amount of the US facility or combined borrowing base, the company would be required to maintain a FCCR in excess of 1.00x (1.4x as of December 31, 2013). The company believes it will maintain a ratio in excess of 1.0x through 2014. Currently, the ABL revolver due 2018, and the term loan agreement due 2017, do not have financial maintenance covenants. The company also has a EUR200 million asset-based revolving credit facility to fund its European operations. The company has a favorable debt maturity profile, with no near-term debt maturities and amortization payments totaling approximately $28 million per year on the term loan. Additionally, the term loan agreement requires that excess cash flow (as defined in the credit agreement) be used to repay the term loan; the applicable percentage is a function of the leverage. Capital expenditures in 2014 are expected to be lower than 2013 spending as a result of the company suspending the implementation of a new ERP system and investing modestly in growth initiatives. The stable outlook assumes that Univar's profitability will improve modestly, the company will generate positive free cash flow and will maintain a good liquidity profile in 2014-2015. Univar's ratings could be upgraded if it were to grow its sale volumes, improve profit margins and decrease leverage below 5.5x on a sustained basis. The ratings could be downgraded if there is a meaningful decline in liquidity or leverage remained above 7x on a sustained basis. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Univar Inc. is one of the largest distributors of industrial chemicals and providers of related services, operating more than 300 distribution centers to service a diverse set of end markets in the US, Canada and Europe. The company was taken private in October 2007, and is currently majority owned by funds managed by CVC Capital Partners and Clayton, Dubilier & Rice, LLC. The company had revenues of $10.3 billion for the year ended December 31, 2013. UTIX GROUP: Order Revoking Securities Registration Now Final ------------------------------------------------------------ The U.S. Securities and Exchange Commission said in a Notice dated April 23, 2014, that the initial decision dated March 11, 2014, of Carol Fox Foelak, the Administrative Law Judge, which revokes the registrations of the registered securities of Utix Group, Inc., is deemed final. Utix Group (UTIXQ) (CIK No. 842010) is a void Delaware corporation located in Burlington, Massachusetts, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). UTIXQ is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-KSB4 for the period ended Sept. 30, 2007, which reported a net loss of $7,605,249 for the prior year. On May 20, 2008, UTIXQ filed a Chapter 7 petition in the U.S. Bankruptcy Court for the District of Massachusetts, which was closed on July 8, 2012. As of Feb. 12, 2014, the common stock of UTIXQ was quoted on OTC Link, had four market makers, and was eligible for the "piggyback" exception of Exchange Act Rule 15c2- 11(f)(3). VELOCITY EXPRESS: Order Revoking SEC Registration Now Final ----------------------------------------------------------- The U.S. Securities and Exchange Commission said in a Notice dated April 23, 2014, that the initial decision dated March 11, 2014, of Carol Fox Foelak, the Administrative Law Judge, which revokes the registrations of the registered securities of Velocity Express Corporation is deemed final. Velocity Express (VEXPQ) (CIK No. 1002902) is a void Delaware corporation located in Westport, Connecticut, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). VEXPQ is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended March 28, 2009, which reported a net loss of $30,358,000 for the prior nine months. On Sept. 24, 2009, VEXPQ filed a Chapter 11 petition in the U.S. Bankruptcy Court for the District of Delaware, which was closed on Nov. 26, 2013. As of February 12, 2014, the common stock of VEXPQ was not publicly quoted or traded. VELOCITY POOLING: Moody's Assigns 'B3' Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service assigned first-time ratings to Velocity Pooling Vehicle, LLC ("MAG"), including a B3 Corporate Family Rating and B3-PD Probability of Default Rating. Moody's also assigned a B3 rating to the company's proposed $305 million senior secured first lien term loan and a Caa2 rating to the proposed $85 million second lien term loan. The ratings outlook is stable. Velocity Pooling Vehicle, LLC is a newly created holding company that will be formed to facilitate the merger of Ralco Holdings, Inc. ("Ralco," d/b/a Motorsport Aftermarket Group) and Ed Tucker Distributor, Inc. ("Tucker," d/b/a Tucker Rocky). On March 26, 2014, Ralco and Tucker entered into a definitive agreement to merge. The combined entity will be a wholesale distributor, designer, manufacturer, retailer and marketer of branded aftermarket parts, accessories and apparel for the powersports (motorcycle and related) industry. Pro forma revenue for the combined entity is about $850 million. Upon completion of the merger, Velocity will be the borrower under the proposed credit facilities and parent company of these two entities. The new combined company will be majority owned by LDI, Ltd., and will do business as Motorsports Aftermarket Group ("MAG"). Proceeds from the proposed term loans along with borrowings under a proposed $175 million revolving credit facility (unrated) will be used to repay existing debt at the two companies, fund a $30 million distribution to LDI, Ltd., and pay related transaction fees and expenses. The proposed credit facilities will be guaranteed by Velocity's direct parent company, Velocity Holding Company, Inc., and all direct and indirect U.S. subsidiaries. The assigned ratings are subject to completion of the transaction as proposed and review of final documentation. New ratings assigned to MAG: Corporate Family Rating, B3 Probability of Default Rating, B3-PD Proposed $305 million senior secured first lien term loan due 2021, B3 (LGD-4, 52%) Proposed $85 million senior secured second lien term loan due 2022, Caa2 (LGD-5, 87%) Ratings Rationale MAG's B3 Corporate Family Rating acknowledges the highly discretionary nature and narrow product focus of the company's products which have proven to be highly sensitive to unfavorable shifts in the economy. Both unit sales and the overall installed base of motorcycle products declined significantly during the most recent recession, and have not materially improved since, according to the Motorcycle Industry Council. These risk factors compound Moody's concerns related to the company's high leverage. Pro forma debt/EBITDA giving benefit to certain cost and revenue synergies, is about 6.0 times. And while Moody's expect the pro forma entity will generate positive free cash flow, carve-outs and excess cash flow definitions allow for sizeable cash flow leakage for investments, acquisitions and restricted payments. Additionally, there are no material maintenance-type financial covenants in the terms of the credit facility as currently proposed. Positive rating considerations is given to MAG's portfolio of well known brand names in the industry along with the strategic benefits of the transaction which combines two complementary businesses into a larger, vertically integrated company with a diverse customer base and multi-channel distribution system. Also supporting the rating is the company's good liquidity profile. The B3 rating assigned to MAG's proposed $305 million first lien term loan facility reflects the first lien position on substantially all assets of the company, other than accounts receivable, inventory and cash which are pledged on a first lien basis to the company's proposed ABL credit facility. The Caa2 rating on the proposed $85 million second lien term loan reflects the junior position to the first lien term loan on these same assets. Velocity's liquidity profile is good, supported by the expectation that positive free cash flow and significant availability under the company's proposed $175 million ABL revolver will be more than sufficient to cover seasonal cash flow needs over the next 12-18 months. The nearest debt maturity will be in 2019 when the ABL facility expires. The proposed term loans do not contain financial maintenance covenants, while the revolver will contain a springing fixed charge coverage test of 1.0 time should excess availability (as defined) fall below 10% of the maximum borrowing amount or $15 million at any time. Moody's does not expect the company to have to meet this requirement. The stable outlook reflects Moody's expectation that the two businesses will be integrated without disruption, and that debt protection metrics will only modestly improve over time as revenue and cost saving synergies are realized. Ratings could be downgraded if it appears that MAG's debt/EBITDA will rise to near 7.0 times, EBITA/interest falls below 1.25 times, and/or the company's liquidity position weakens materially for any reason. A higher rating would require that MAG achieve and demonstrate the ability and willingness to maintain debt/EBITDA at or below 5.5 times and EBITA/interest over 2.0 times while maintaining its good liquidity profile. Velocity Pooling Vehicle, LLC, headquartered in Indianapolis, IN, is a new holding company that will be created following the merger between Tucker (currently owned by LDI, Ltd.) and Ralco (currently majority owned by Leonard Green & Partners), with LDI, Ltd. being the majority owner of the combined entity following completion of the transaction. Velocity is a wholesale distributor, designer, manufacturer, retailer and marketer of branded aftermarket parts, accessories and apparel for the powersports (motorcycle and related) industry. VELTI INC: Gets Court Approval to Expand Duties of BMC Group ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized Velti Inc., et al., to expand the scope of employment of BMC Group, Inc., as claims and noticing agent. The firm will provide certain administrative services to the Debtors. The firm is expected to: a) assist with, among other things, solicitation, tabulation and calculation of votes for purposes of plan voting; b) prepare any appropriate reports, exhibits and schedules of information; c) prepare a certificate setting forth the votes cast in connection with the plan, and if necessary testify in connection with the votes cast in connection with the plan; d) generate, provide and assist with claims objections, exhibits, claims reconciliation and related matters; e) assist the disbursing agent as needed to facilitate any distributions pursuant to a confirmed plan of reorganization; and f) provide other claims processing, noticing, solicitation, tabulating and administrative services described in the services agreement, but not previously approved by the retention order, as may be requested from time to time by the Debtors. Tinamarie Feil, president of client services for BMC Group, Inc., assured the Court that her 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. Before the Petition Date, the Debtors paid a retainer to BMC in the amount of $25,000. About Velti Inc. Velti Inc., a provider of technology for marketing on mobile devices, sought Chapter 11 protection (Bankr. D. Del. Case No. 13-12878) on Nov. 4, 2013. Velti Inc., a San Francisco-based unit of Velti Plc, listed assets of as much $50 million and debt of as much as $100 million. Its Air2Web Inc. unit, based in Atlanta, also sought creditor protection. The parent, Dublin, Ireland-based Velti Plc, which trades on the Nasdaq Stock Market, isn't part of the bankruptcy process. Operations in the U.K., Greece, India, China, Brazil, Russia, the United Arab Emirates and elsewhere outside the U.S. didn't seek protection and business there will continue as usual. The Debtors are represented by attorneys Stuart M. Brown, Esq., at DLA Piper LLP (US), in Wilmington, Delaware; and Richard A. Chesley, Esq., Matthew M. Murphy, Esq., and Chun I. Jang, Esq., at DLA Piper LLP (US), in Chicago, Illinois. The Debtors have also tapped Jefferies LLC as investment banker, Sitrick Brincko Group LLC, as corporate communications consultants, and BMC Group, Inc., as claims and noticing agent. U.S. Bank, National Association, as administrative agent for GSO Credit-A Partners, LP, GSO Palmetto Opportunistic Investment Partners LP and GSO Coastline Partners LP, extended $25 million of postpetition financing to the Debtors. The DIP Lenders, which are also the Prepetition Lenders, are represented by Sandy Qusba, Esq., and Hyang-Sook Lee, Esq., at Simpson Thacher & Bartlett LLP, in New York. An Official Committee of Unsecured Creditors has been appointed in the Debtors' cases. The Committee has tapped McGuireWoods LLP as lead counsel and Morris, Nichols, Arsht & Tunnell LLP as Delaware co-counsel. Asgaard Capital LLC serves as financial advisor to the Committee. Capstone Advisory Group LLC serves as consultant. VYTERIS INC: Order Revoking Securities Registration Now Final ------------------------------------------------------------- The U.S. Securities and Exchange Commission said in a Notice dated April 23, 2014, that the initial decision dated March 11, 2014, of Carol Fox Foelak, the Administrative Law Judge, which revokes the registrations of the registered securities of Vyteris, Inc., is deemed final. Vyteris (VYTRQ) (CIK No. 1139950) is a revoked Nevada corporation located in Fair Lawn, New Jersey, with a class of securities registered with the Commission pursuant to Exchange Act Section 12(g). VYTRQ is delinquent in its periodic filings with the Commission, having not filed any periodic reports since it filed a Form 10-Q for the period ended March 31, 2011, which reported net income of $1,915,896 for the prior three months. On Nov. 6, 2012, VYRTQ filed a Chapter 7 petition in the U.S. Bankruptcy Court for the District of Nevada, which was still pending as of Feb. 12, 2014. As of Feb. 12, 2014, the common stock of VYTRQ was quoted on OTC Link, had eight market makers, and was eligible for the "piggyback" exception of Exchange Act Rule 15c2-11(f)(3). WALKER LAND: US Trustee Names Breet Reynolds as New Panel Member ---------------------------------------------------------------- United States Trustee in Region 18 appointed Brett Reynolds as a substitute member for Justin Maupin of the Official Committee of Unsecured Creditors for the bankruptcy case of Walker Land & Cattle LLC. Mr. Maupin requested to be removed from the Committee due to time commitments. The new members of the Committee are: a) Robert A. Richner Crop Production Services, Inc. 4914 Hwy 20/26 Caldwell, ID 83605 Tel: 208-455-1600, ext. 246 Fax: 208-454-0280 E-mail: bob.richner@cpsagu.com b) John Moffit Helena Chemical Company 1010 E. Kartchner Pasco, WA 99301 Tel: 509-546-5990 Fax: 509-543-1116 E-mail: moffitj@helenachemical.com c) Greg Nickerson AGRI-Stor Company P.O. Box 537 Blackfoot, ID 83221 Tel: 208-785-7000 Fax: 208-785-7009 E-mail: gkn@ida.net About Walker Land & Cattle, LLC Walker Land & Cattle, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Idaho Case No. 13-41437) on Nov. 15, 2013. The case is assigned to Judge Jim D. Pappas. The petition was signed by Roland N. (Rollie) Walker, manager. The Debtor's counsel is Robert J Maynes, Esq., at Maynes taggart, PLLC, in Idaho Falls, Idaho. The Debtor reported $72,688,397 in total assets and $46,346,375 in total liabilities. WALLACE TRANSPORTATION: Case Summary & 13 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Wallace Transportation, Inc. 532 Peterbilt Ln Woodland, PA 16881 Case No.: 14-70277 Chapter 11 Petition Date: April 24, 2014 Court: United States Bankruptcy Court Western District of Pennsylvania (Johnstown) Debtor's Counsel: Kevin J. Petak, Esq. James R. Walsh, Esq. SPENCE CUSTER SAYLOR WOLFE & ROSE, LLC 400 U.S. Bank Building P.O. Box 280 Johnstown, PA 15907 Tel: 814-536-0735 Fax: 814-539-1423 Email: kpetak@spencecuster.com jwalsh@spencecuster.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $500,000 to $1 million The petition was signed by James M. Wallace, Jr., president. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/pawb14-70277.pdf WEST HAVEN LUMBER: Auction & Sale Hearing Today ----------------------------------------------- The West Haven Lumber Company has determined that it is in the best interest of the Debtor, Debtor's estate and its creditors to sell assets including but not limited to inventory, furniture, fixtures and equipment, subject to higher and better offers, to WH Lumber, LLC, a Connecticut limited liability company or its affiliate for $850,000 in cash payable at closing. The parties have entered into an Amended and Restated Asset Purchase Agreement executed as of April 17, 2014. The sale is subject to higher and better bids and the Court will consider any competing bids today, April 28, 2014 at 9:00 a.m. (Prevailing Eastern Time) at the United States Bankruptcy Court for the District of Connecticut, New Haven Division, 157 Church Street, 18th Floor, New Haven, Connecticut before the Honorable Julie A. Manning. At the Hearing, the Court will also consider the Debtor's application and order, inter alia, approving the sale of the Assets, pursuant to the APA, free and clear of all liens, claims, encumbrances and interests of any kind and nature, except as otherwise provided in the APA, to the person or entity that submits the highest and best offer as determined by the Court and to consider any higher and better offers. The West Haven Lumber Company filed for Chapter 11 bankruptcy (Bankr. D. Conn. Case No. 14-30246) on Feb. 12, 2014. Counsel to the Debtor is: James G. Verrillo, Esq. ZELDES, NEEDLE & COOPER 1000 Lafayette Boulevard Bridgeport, CT 06604 Tel: 203-332-5780 Fax: 203-333-1489 WESTERNBANK PR: AIG Must Defend $176M FDIC Suit, 1st Circ. Says --------------------------------------------------------------- Law360 reported that the First Circuit ruled that AIG Insurance Co. must advance defense costs in the Federal Deposit Insurance Corp.'s lawsuit blaming former directors and officers of Westernbank of Puerto Rico for $176 million of the defunct bank's losses, citing a lack of consensus on the insured-vs.-insured exclusion. According to the report, AIG, formerly known as Chartis Insurance Co., did not sway the First Circuit with its argument that the insured-vs.-insured exclusion undoubtedly barred defense coverage because the FDIC had stepped into shoes of Westernbank, an insured under the Chartis policy. The case is W Holding Company, Inc., et al v. AIG Insurance Company - Puerto, Case No. 12-2008 (1st Cir.). WOODSIDE HOMES: Moody's Hikes Sr. Unsecured Notes Rating to 'B3' ---------------------------------------------------------------- Moody's affirmed Woodside Homes' B3 corporate family and probability of default ratings following the $40 million upsizing of its existing $220 million 6.75% senior unsecured notes due 2021. In a related action, the senior unsecured notes were upgraded to B3 from Caa1. Proceeds of the add-on note issuance will be used primarily to fund the purchase of already identified land opportunities. The rating outlook remains stable. The upgrade of the senior unsecured notes is not driven by Woodside's credit fundamentals. It reflects a rebalancing of the company's capital structure wherein unsecured debt now constitutes the preponderance of total indebtedness within the capital structure. The following ratings were affected by the rating action: Corporate Family Rating affirmed at B3 Probability of Default Rating affirmed at B3-PD Existing $220 million senior unsecured notes due 2021 upgraded to B3 (LGD4, 53%) from Caa1 (LGD4, 61%) New $40 million add-on senior unsecured notes due 2021 assigned a B3 (LGD4, 53%) The B3 corporate family rating reflects the company's relatively small size and scale and limited diversity in terms of product offering and price points compared with many of its peers that have a national presence. In addition, the ratings incorporate the company's relatively aggressive land investment plans given its moderate land supply, a short track record in its current post- bankruptcy configuration, and a modest liquidity profile. At the same time, the rating reflects the continued, albeit slowing, growth in demand and higher prices across the homebuilding industry, as well as Moody's expectation of strong growth for the company. The rating also takes into consideration Woodside's stable profitability, its clean post-bankruptcy balance sheet, the absence of recourse off-balance sheet arrangements, and the equity support from the sponsors. The company's long presence in one of the better performing master planned communities in the nation (i.e., Summerlin), as well as a modest speculative building percentage and low cancellation rates, also lend support to the rating. The upgrade of the senior unsecured notes reflects the company's decision to obtain an unsecured revolving credit facility rather than a secured facility, as was initially proposed when the company received first-time ratings in July 2013. The lack of secured indebtedness in the revised capital structure results in a one-notch lift, bringing the unsecured debt rating in line with the B3 corporate family rating. As of March 31, 2014, Woodside has a satisfactory liquidity profile, supported by a pro forma unrestricted cash balance of approximately $79 million upon closing of the proposed note upsizing, an undrawn $40 million unsecured revolving credit facility due 2017, and a lack of significant debt maturities until 2021 when the senior unsecured notes mature. Liquidity is constrained by the need to maintain compliance with three financial covenants based on the expected terms of the credit agreement that will govern the credit facility, including 60% maximum consolidated leverage, 1.5x minimum consolidated interest coverage, and a minimum tangible net worth requirement that fluctuates based on performance. Moody's also project negative cash flow generation as the company has an immediate need to invest in land to meet future demand, given its relatively short land supply. The stable outlook reflects Moody's expectation of continued improvement in the company's financial results. Moody's may take a positive rating action if Woodside continues to demonstrate strong top line growth, improves its geographic and product line diversity, and sustains gross margins above 20%, all while maintaining a conservative approach to debt leverage. Moody's could lower the rating if the company's adjusted debt leverage increases above 60%, if profitability and debt servicing metrics deteriorate, or if liquidity weakens materially. Adjusted debt includes reported debt of [$ million] plus adjustments for operating leases, and, if applicable, recourse joint venture debt, letters of credit employed in lieu of cash for lot option deposits, and the remaining purchase price of specific performance lot option contracts. Woodside Homes Company, LLC, headquartered in North Salt Lake, Utah, is a private homebuilder and a land developer, with a presence in five states and a focus on entry and move-up homebuyers. The company emerged from bankruptcy in 2009 and is currently majority-owned by Oaktree Capital Management and Stonehill Capital Management. During the last 12 months ended December 31, 2013, Woodside generated $441 million in revenues and $32 million in net income. WOODSIDE HOMES: S&P Retains 'B' Rating on $220MM Sr. Notes ---------------------------------------------------------- Standard & Poor's Ratings Services said its 'B' issue rating on Woodside Homes Co. LLC and WoodsideHomes Finance Inc.'s existing $220 million senior notes due 2021 is unchanged by the company's proposed $40 million add-on to the notes. The recovery rating on this debt remains '2', reflecting S&P's expectation for a substantial (70% to 90%) recovery if a payment default occurs. S&P's 'B-' corporate credit rating on Woodside is unchanged and the outlook remains stable. The company will use proceeds for growth capital, including the acquisition and development of land, and general corporate purposes. The ratings on Woodside reflect Standard & Poor's view of the company's "vulnerable" business risk profile. Woodside's homebuilding operations are relatively small and more geographically concentrated than many of its rated peers, though S&P do note that the company's exposure is largely to markets that have outperformed the national market. The ratings also reflect Woodside's "aggressive" financial risk profile. S&P expects debt to EBITDA to hover between 4.0x and 4.5x and for EBITDA interest coverage to be 3.5x to 4.0x. Private-equity sponsors continue to own a majority of the company, which S&P views as a ratings constraint. RATINGS LIST Woodside Homes Co. LLC Woodside Homes Finance Inc. Corporate Credit Rating B-/Stable/-- $260 Mil. Senior Notes Due 2021 B Recovery Rating 2 * 2nd Circ. Sends Bankruptcy Lease Question To NY High Court ------------------------------------------------------------ Law360 reported that the Second Circuit asked New York's highest court to resolve a question of whether the value of a bankrupt woman's rent?stabilized lease is exempt from her bankruptcy estate as a "local public assistance benefit" within the context of New York debtor and creditor law. According to the report, the case deals with the rent-stabilized apartment lease of Mary Veronica Santiago-Monteverde, who while in Chapter 7 changed the status of her lease to exempt from the estate. * Bondholders Denied Cert. In Suit Against Wells Fargo ------------------------------------------------------ Law360 reported that a Maryland federal judge denied class certification to bondholders accusing Wells Fargo Bank NA of breaching its duties by failing to take swift action after a subprime mortgage lender defaulted on at least $1.75 million in bond payments prior to bankruptcy. According to the report, the plaintiffs claim that when KH Funding Co. fell behind on its payments to bondholders in December 2008, Wells Fargo, trustee for an indenture with the lender, should have declared an event of default and given notice to investors. The case is Gresser v. Wells Fargo Bank, N.A., Case No. 1:12-cv- 00987 (D. Md.). The case is before Judge Catherine C. Blake. * Garb Oil Enters Into Asset Purchase Deal with Bankrupt Company ---------------------------------------------------------------- Garb Oil & Power Corporation entered into a material contract, an Asset Purchase Agreement, on April 23, 2014 for the Company to purchase its first Florida production site. On April 24, 2014, the Company filed its OTC Markets Quarterly Report for the Quarter Ending March 31, 2014 that includes the Company's required filing of this material contract. The Company entered into the Asset Purchase Agreement with a dissolving company that is in bankruptcy for an industrial manufacturing property and equipment that in very general terms includes an over 40,000 square foot warehouse located in the State of Florida on over 5 acres of land. The bankruptcy hearing pertaining to the sale is being held during next month, May 2014. The Company is required to await the bankruptcy hearing's results prior to further disclosure of the Asset Purchase Agreement. The Company's use of the industrial manufacturing property and equipment will be to manufacture wood pellets to be used as an alternate power fuel and for farm and agricultural applications. In addition, the manufacturing facility will utilize power saving technology including the use of recycled materials as fuel that will result in lower operating costs. Also, excess electricity will be generated that may be sold back to the power company, thereby the site generating an additional source of revenue. Tammy Taylor, company Chief Executive Officer and President, stated, "The Quarterly Report, especially the Financial Statements and its Subsequent Events' Note, highlights the progress the management team has made to date while at the same time the Company has benefited from the management team's personal/financial sacrifice in order for the Company to achieve success for all shareholders. I am extremely confident in Garb's future and this has allowed me to invest into the company directly through one of my company's. I have also negotiated with a supportive shareholder which will result in the company finalizing an agreement to provide closing costs for asset purchases. The many hours spent since August last year in order to reorganize the Company to be OTC Pink Current, begin sales and have the Company in a position to be able to purchase its first industrial manufacturing plant site is a testament to the dedication of the entire reorganization team. In addition, the Company will continue to evaluate other potential asset acquisitions that relate to the Company's Business Model." About Garb Oil & Power Corporation Garb Oil & Power Corporation has a long company history in the fast growing industry of waste recycling and specifically related to waste-to-energy. Garb is organized to utilize both next- generation machines and new technologies, including those contributed to the Company by the Burda Families, to vertically integrate into the waste refinement, recycling and energy industries. In addition to selling new truck tires, shredders and related recycling equipment, the Company's emphasis is for its own plants to produce profitable new and "green" solutions for waste- to-energy including the potential use of hemp, alternate energy sources, fuel enhancements, recycle fuel operations that utilize the fuel enhancement products, new equipment technologies that improve energy usageefficiency and utilizing recycled material in producing both useful and desirable products including wood pellets and medical marijuana paraphernalia. * Bankruptcy Law Center Records High Number of Bankruptcy Filings ----------------------------------------------------------------- The Bankruptcy Law Center of San Diego, California filed the 2nd highest number of bankruptcy cases in the city, the 7th in the entire State, and the 36th in the United States. The Bankruptcy Law Center of San Diego, California, hit a milestone in 2013. By the end of the calendar year, the firm filed the 2nd most bankruptcy cases in San Diego, according to the statistics presented by 722 Redemption Funding, Inc., an Ohio based company. Records also confirmed that Bankruptcy Law Center tallied the 7th highest case filing total in the entire State of California and the 36th highest total in the United States. The milestones were reached although San Diego draws from a smaller population base than the metropolitan areas surrounding Los Angeles and the San Francisco Bay Area. The statistics compiled refer to Chapter 7 bankruptcy cases filed in the year 2013, as reflected in data gathered through the Public Access to Court Electronic Record or PACER. Essentially liquidation, Chapter 7 Bankruptcy -- also known as "clean-slate" or "Fresh-Start" bankruptcy -- is the most common type filed by debtors, wiping out nearly all of their Unsecured Debts in 90 days. The high number of Chapter 7 bankruptcy case filings demonstrates how the Bankruptcy Law Center San Diego has earned the trust of clients. Over the years, the firm has helped clients in the city and neighboring areas face tough financial times, overwhelming credit card debts, foreclosures, repossessions, garnishments, bank levies, evictions, lawsuits, taxes and harassing phone calls. "The thousands of bankruptcy cases that we've filed immediately stop the loss of wages and property," said Wilfred Briesemeister, Esq., Supervising Attorney at the Bankruptcy Law Center, who has 36 years of industry experience tucked under his belt. "We meet with consumers every day and provide them with a free analysis of their legal options." With offices located in San Diego and Vista, the Bankruptcy Law Center offers free consultations with their bankruptcy experts to help people find their way out of mounting financial troubles. About Bankruptcy Law Center San Diego Bankruptcy Law Center -- http://www.bankruptcyattorneys.org/-- comprises of a team of trained lawyers and paralegals that specialize specifically in the area of Bankruptcy law. With many offices conveniently located throughout Southern California, the firm helps clients get out of debt, immediately begin to rebuild your credit and get back on the right financial track. * Legislator Proposes Bill to Help Steel, Mining Industries ----------------------------------------------------------- A report available at Northland's NewsCenter's northlandsnewscenter.com said Congressmen Rick Nolan (D-8th District, Minn.) stood beside steelworkers in Eveleth, Minn., on April 24 to announce a legislative initiative to help the U.S. steel production and iron mining industries. Rep. Nolan said the legislation requires that 100% of US steel to be used in all American Pipelines. The report said the "American Pipeline Jobs and Safety Act," marks the first time American iron ore and taconite workers along with mines are included in the federal "Buy American Steel" provisions. Currently, the 100% steel requirement is only for projects that are federally funded. The bill has been referred to a couple committees in the legislature. Action will likely come in 2015, the report said. * Bank of America Should Face SEC Mortgage Suit, Judge Says ----------------------------------------------------------- Edvard Pettersson and Erik Larson, writing for Bloomberg News, reported that Bank of America Corp. should face U.S. Securities and Exchange Commission claims over $855 million in mortgage- backed securities, said a judge who nudged the lender toward victory in a Justice Department suit over the same instruments by advising that it be thrown out. According to the report, Bank of America's request to dismiss the SEC case should be denied because the regulator adequately laid out its claims that the bank didn't disclose in offering papers that most of the pooled mortgages for the securities were bought wholesale from third-party brokers, U.S. Magistrate Judge David Cayer in Charlotte, North Carolina, said on March 31. "The complaint alleges sufficient facts to establish that defendants negligently made material misrepresentations and omissions here," the report cited Cayer as saying in a recommendation to U.S. District Judge Max O. Cogburn Jr., who will make the decision. The divergent findings in the SEC and Justice Department cases, brought under different laws, come as the U.S. seeks to punish companies for wrongdoing that helped trigger the financial crisis, the report related. Investors lost out when the collapse of the U.S. housing market caused the value of related mortgage-backed securities to plummet even after they received high marks from credit-rating companies based on banks' representations. The SEC case alleges securities fraud, the report further related. The Justice Department seeks to hold Bank of America liable under the Financial Institutions Reform, Recovery and Enforcement Act of 1989, or FIRREA, a previously little-used law stemming from the savings-and-loan crisis of the 1980s. The cases are Securities and Exchange Commission v. Bank of America Corp. (BAC), 13-cv-00447, and U.S. v. Bank of America Corp., 13-cv-00446, U.S. District Court, Western District of North Carolina (Charlotte). * U.S. Overseers Said to Plan Easier Count of Bank Assets --------------------------------------------------------- Jesse Hamilton, writing for Bloomberg News, reported that U.S. agencies trying to ensure the financial system is strong enough to withstand another crisis have settled on one of the last pieces of their regulatory apparatus to limit the size of bank debt, according to two people briefed on the discussions. The decision on how to count bank assets used in an institution's so-called leverage ratio will be in line with an international standard, Bloomberg said, citing the people. That would be welcomed by the eight largest U.S. banks since they could more easily meet new capital rules than they could under an earlier plan. Banking overseers have made it clear since the 2008 credit crunch that they would require firms including JPMorgan Chase & Co. and Bank of America Corp. to hold more capital relative to what they borrow to make investments, the report related. U.S. agencies have already proposed a leverage ratio of 5 percent for bank holding companies and 6 percent for their banking units -- higher than the 3 percent set by an international group of regulators. What has been less clear is how to count certain complex transactions as assets in calculating that ratio, the report further related. U.S. regulators have now agreed to take the approach adopted in January by the Basel Committee on Banking Supervision, according to the people briefed, who spoke on condition of anonymity because the talks aren't public. In dialing back parts of an earlier plan, the 27-nation group in effect reduced a bank's required capital cushion by allowing some financial obligations to cancel each other out and disregarding certain credit commitments, the report said. * Investors Sue 12 Banks, Allege Conspiracy to Rig Forex Markets ---------------------------------------------------------------- Katy Burne, writing for The Wall Street Journal, reported that a dozen large investors filed a joint lawsuit against 12 banks for allegedly conspiring to rig global foreign-exchange prices, according to a new consolidated complaint. According to the report, the class-action lawsuit, filed in U.S. District Court in the Southern District of New York, was from a group of investors across the U.S. and Caribbean, including city and state pension plans. They accused the banks of communicating "with one another, including in chat rooms, via instant messages, and by emails, to carry out their conspiracy," and for rigging foreign-exchange rates as far back as January 2003, the lawsuit said, the report related. The banks sued were Bank of America Corp., Barclays PLC, BNP Paribas SA, Citigroup Inc., Credit Suisse AG, Deutsche Bank AG, Goldman Sachs Group Inc., HSBC Holdings PLC, J.P. Morgan Chase & Co., Morgan Stanley, Royal Bank of Scotland Group PLC and UBS AG, the report further related. The private lawsuits follow an international regulatory probe into the manipulation of currency markets and constitute the latest headache for several major banks that have been scrutinized for their conduct relating to everything from global interest-rate benchmarks to credit derivatives trading, the report added. * Gruber Hurst Attorneys Earn Spots in Best Lawyers in Dallas List ------------------------------------------------------------------ Six attorneys from the Dallas-based boutique litigation law firm Gruber Hurst Johansen Hail Shank LLP have earned spots in D Magazine's 2014 listing of The Best Lawyers in Dallas. The annual listing features name partners Michael Gruber, Michael K. Hurst , Mark L. Johansen and Mark Shank , as well as partners A. Shonn Brown and Jeffrey R. Erler . Ms. Brown, Mr. Gruber, Mr. Hurst and Mr. Johansen are recognized in the exclusive listing based on their work in Business/Commercial Litigation. Mr. Erler is honored for his representation of clients in Bankruptcy & Workout matters, and Mr. Shank for his work in Labor & Employment law. "Dallas is home to some of the most outstanding lawyers in the country, and to have six of our firm's 25 attorneys honored in this fashion is very special," says Mr. Gruber. "It's gratifying that the success we've achieved on behalf of our clients, coupled with the fairness and professionalism found in our work, is recognized by our colleagues in the legal community." To compile the 2014 listing of the top attorneys in Dallas, D Magazine solicited nominations from lawyers across North Texas. The magazine's editors made the final selections in conjunction with a blue-ribbon panel of attorneys. The complete list of approximately 500 attorneys is featured in the publication's May 2014 issue, and will be available online at www.dmagazine.com Gruber Hurst Johansen Hail Shank LLP -- http://www.ghjhlaw.com-- focuses on the business needs of its clients in trying complex commercial litigation in courtrooms across Texas. The firm's experience includes matters involving securities, financial services, employment, bankruptcy, intellectual property, technology, products liability and other commercial cases. Clients include leading companies -- large and small -- and individuals in the fields of private equity, real estate, manufacturing, professional services, energy and retail. * Simon, Ray & Winikka Attorneys Among Best Lawyers in Dallas List ------------------------------------------------------------------ The three founding partners of the Dallas law firm Simon, Ray & Winikka LLP have earned selections to the exclusive 2014 listing of The Best Lawyers in Dallas published by D Magazine. Craig F. Simon is honored in the 2014 list of Dallas' top lawyers based on his work in business and commercial litigation. Fellow partner Matthew W. Ray earned selection to the list for his work for clients in labor and employment matters. Daniel P. Winikka is recognized for his extensive expertise in bankruptcy law and workouts. "It's certainly gratifying when the legal community recognizes a client-focused boutique firm such as ours," says Mr. Ray. "This honor supports our goals to be among the best for solving clients' problems effectively and efficiently, and providing exceptional value." A first time D Magazine honoree, Mr. Simon has served as lead counsel in numerous complex, high-stakes business disputes heard in courtrooms and arbitrations across the U.S. during the past 22 years. In addition to his legal abilities, clients also benefit from Mr. Simon's master's degree in accounting and his prior experience as a certified public accountant. This marks the fourth consecutive selection to the Best Lawyers list for Mr. Ray, who has successfully represented both employers and employees for nearly 20 years. His track record includes employment cases involving discrimination, breach of contract, wage disputes, class-action claims and wrongful discharge, among others. Mr. Winikka's business bankruptcy and related litigation experience includes nearly two decades of assisting clients in complex business restructuring matters. He represents debtors, committees, and secured and unsecured creditors in Chapter 11 bankruptcy reorganizations, liquidations and out of court restructurings. This is the first Best Lawyers honor for Mr. Winikka. To compile the annual listing, D Magazine's editors solicited nominations from lawyers across North Texas before making the final selections with the support of a select panel of area attorneys. The complete list of approximately 500 lawyers is featured in the publication's May issue, and is available online at www.dmagazine.com Previously practicing as partners in one of the largest, most prominent law firms in the world, the founding partners formed Simon Ray & Winikka LLP to create a top-tier law firm that provides real value to -- and partners with -- its clients. * Van Horn's Daniel Velasquez Joins Coral Springs Zoning Board -------------------------------------------------------------- Van Horn Law Group, P.A., a South Florida corporate and personal bankruptcy firm, on April 24 disclosed that Associate Attorney Daniel A. Velasquez, Esq., M.B.A. has been appointed to the City of Coral Springs Planning and Zoning Board. Through his role with the Planning and Zoning Board, Mr. Velasquez will utilize his expertise to act in an advisory capacity to the City Commission. He and other board members will conduct investigations and hold public hearings on all proposals to change land use and land development regulations, as well as variances and exceptions to the City of Coral Springs Land Development Code relating to signage and other matters. The board also carries on a continual study of zoning, zoning techniques, and any pertinent parts of any plan for the orderly growth of the City of Coral Springs. "Daniel possesses insight into both business and law, making him uniquely qualified to serve the City of Coral Springs," said Chad T. Van Horn, Esq., founding partner of Van Horn Law Group. "He is resilient in his commitment to serving the community and I am confident that the City of Coral Springs Planning and Zoning Board will be improved through his service." Following graduation from Stetson University, Mr. Velasquez expanded upon his undergraduate studies and received a Master of Business Administration, with a concentration in Real Estate Development, and his Juris Doctorate Degree from Nova Southeastern University. Upon graduation from the Shepard Broad Law Center, he was awarded Nova Southeastern University's distinguished Larry S. Kalevitch Award for the Student Showing Outstanding Promise in the areas of Business and Bankruptcy Law. Since becoming a member of the Florida Bar, Velasquez has devoted his practice to bankruptcy and commercial litigation. Additionally, he is admitted to practice in the Federal District Court for the Southern District of Florida. About Van Horn Law Group, P.A. Van Horn Law Group -- http://www.bankruptcy-fortlauderdale.com-- is a South Florida-based corporate and personal bankruptcy firm known for successfully guiding individual and corporate clients through their debt relief, bankruptcy, and foreclosure process. Founding attorney Chad T. Van Horn, Esq., a recipient of the AV Preeminent Peer Review Rating from Martindale-Hubbell, established the firm to better serve the South Florida community in matters dealing with the pressures of financial loss regardless of how complex their cases may be. * BOND PRICING -- For Week From April 21 to 25, 2014 ---------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Alion Science & Technology Corp ALISCI 10.25 69 2/1/2015 Allen Systems Group Inc ALLSYS 10.5 54.75 11/15/2016 Allen Systems Group Inc ALLSYS 10.5 54.75 11/15/2016 Brookstone Co Inc BKST 13 30.116 10/15/2014 Brookstone Co Inc BKST 13 52.75 10/15/2014 Brookstone Co Inc BKST 13 46 10/15/2014 Buffalo Thunder Development Authority BUFLO 9.375 40.375 12/15/2014 Energy Conversion Devices Inc ENER 3 7.875 6/15/2013 Energy Future Competitive Holdings Co LLC TXU 8.175 9.45 1/30/2037 Energy Future Holdings Corp TXU 5.55 37.5 11/15/2014 FairPoint Communications Inc/Old FRP 13.125 1 4/2/2018 Frontier Communications Corp FTR 8.25 100.14 5/1/2014 James River Coal Co JRCC 7.875 12 4/1/2019 James River Coal Co JRCC 10 7 6/1/2018 James River Coal Co JRCC 4.5 5 12/1/2015 James River Coal Co JRCC 10 10.75 6/1/2018 James River Coal Co JRCC 3.125 12.749 3/15/2018 LBI Media Inc LBIMED 8.5 30 8/1/2017 MF Global Holdings Ltd MF 6.25 47 8/8/2016 MF Global Holdings Ltd MF 1.875 50 2/1/2016 MModal Inc MODL 10.75 24 8/15/2020 MModal Inc MODL 10.75 26 8/15/2020 Momentive Performance Materials Inc MOMENT 11.5 27.5 12/1/2016 Morgan Stanley MS 4.57895 99.875 5/1/2014 Motors Liquidation Co MTLQQ 7.2 11 1/15/2011 Motors Liquidation Co MTLQQ 7.375 11 5/23/2048 Motors Liquidation Co MTLQQ 6.75 11 5/1/2028 NII Capital Corp NIHD 10 40.6 8/15/2016 OnCure Holdings Inc RTSX 11.75 48.875 5/15/2017 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.25 74.75 3/1/2015 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Pulse Electronics Corp PULS 7 80 12/15/2014 Residential Capital LLC RESCAP 6.875 32 6/30/2015 SLM Corp SLMA 3.279 99.455 5/1/2014 Savient Pharmaceuticals Inc SVNT 4.75 0.375 2/1/2018 THQ Inc THQI 5 43.5 8/15/2014 TMST Inc THMR 8 17.75 5/15/2013 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 24.5 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 6.2 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 4.35 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 6.5 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15 23.688 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.25 5.625 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.5 5.75 11/1/2016 USEC Inc USU 3 26 10/1/2014 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 57.544 8/1/2016 Western Express Inc WSTEXP 12.5 71.375 4/15/2015 Western Express Inc WSTEXP 12.5 71.375 4/15/2015 ********* 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 ***