/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140506.mbx T R O U B L E D C O M P A N Y R E P O R T E R Tuesday, May 6, 2014, Vol. 18, No. 124 Headlines 11850 DEL PUEBLO: Receiver's Final Accounting Report Filed 1250 OCEANSIDE: Has Deal on Lot and Golf Membership Transactions 1250 OCEANSIDE: Accord Resolving Gutsch Family Dispute Okayed 22ND CENTURY: Incurs $5.3 Million Net Loss in First Quarter ACTIVECARE INC: Carter Quits From Board, Peterson Named Director ADVANCEPIERRE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR ALHAMBRA RESOURCES: ASC Issues Temporary MCTO After Filing Delay ALITALIA SPA: Etihad Open To Talks, But Won't Budge On Demands ALLIANCE ONE: S&P Reinstates 'BB-' Rating on $210.3MM Revolver AMERICAN POWER: Extends Notes Maturity Dates to September 30 APOLLO MEDICAL: Delays Form 10-Q for Jan. 31 Quarter ARTRA GROUP: Ill. Court Awards $202,000 Asbestos Trust AUXILIUM PHARMACEUTICALS: S&P Lowers CCR to 'CCC'; Outlook Neg. AVON PRODUCTS: Fitch Affirms 'BB' IDR & Removes From Watch Neg. BADGER HOLDING: S&P Revises Outlook to Stable & Affirms 'B+' CCR BANAH INT'L: Emerges From Bankruptcy After Court Approves Plan BAY CLUB PARTNERS: June 20 Plan Outline Hearing BAY CLUB PARTNERS: Cash Collateral Order Revised BBTS BORROWER: S&P Affirms 'B-' Corp. Credit Rating BERRY PLASTICS: Posts $12 Million Net Income in Second Quarter BIG M: Authorized to Pay $53,372 in Utility Charges to ConEd BOMBARDIER RECREATIONAL: Moody's Affirms B1 CFR; Outlook Positive CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off CAESARS ENTERTAINMENT: Offering of 7 Million of Common Shares CANADIAN ENERGY: S&P Affirms 'B' CCR; Outlook Stable CCS MEDICAL: S&P Withdraws 'CCC' CCR at Company's Request CD STORES: Carol's Daughter Founder Clarifies Bankruptcy Filing CHAORI SOLAR: Creditor Seeks Bankruptcy Steps for Firm CHINA CERAMICS: Delays Filing of Fiscal 2013 Annual Report CIT GROUP: 1Q Results at CEO John Thain's Firm Come Up Short CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Revises Outlook to Neg. CITRUS MEMORIAL: Fitch Lowers Rating on $37.4 Million Bonds to 'C' CLEAREDGE POWER: Files Chapter 11 After Closing Doors in April COINFLOOR: London's Bitcoin Exchange Hopes to Avoid Mt. Gox Fate CONSTAR INT'L: Has Until July 17 to Remove Prepetition Actions CP HALL: Excess Insurer Can't Intervene in Chapter 7 DETROIT, MI: Judge Rhodes Approves Disclosure Statement DETROIT, MI: Reaches Pension Agreement with Retired City Employees DETROIT, MI: May End Bankruptcy By October, Court Told DIOCESE OF HELENA: Court Okays Hiring of NAI Crowley as Realtor DIOCESE OF HELENA: Court Denies Hiring of H&R Realty DIOCESE OF HELENA: Motion for Stay Relief Denied as Moot DISTRIBUTION FINANCIAL: Fitch Affirms 'BB' Rating on Class C Notes DOLAN COMPANY: Plan Hearing Moved to May 27 DORAL FINANCIAL: Moody's Lowers Senior Unsecured Debt Rating to C DOT RESOURCES: ASC Issues Temporary MCTO After Filing Delay DPL INC: S&P Affirms 'BB' Corporate Credit Rating; Outlook Stable EASY LIFE FURNITURE: Files for Chapter 11; To Liquidate Business EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'Caa3' ENERGETIC INC: Court Dismisses Involuntary Bankruptcy Petition ENERGY FUTURE: Final DIP Hearing Scheduled for June 5 ENERGY FUTURE: Obtains Court Approval of First Day Motions ENERGY FUTURE: Ch. 11 Venue Likely to Remain in Delaware ENERGY FUTURE: Court Issues Interim Joint Administration Order ENERGY FUTURE: Meeting to Form Creditors' Committee on May 12 ENERGY FUTURE: Could Fetch $25BB for Luminant, TXU and Oncor ENERGY FUTURE: S&P Lowers CCR to 'D' on Bankruptcy Filing ENERGY FUTURE: Lasry's Credit Cabal Gets Top Gem ENOVA SYSTEMS: Incurs $2.9 Million Net Loss in 2013 ERA GROUP: Moody's Affirms B1 CFR & Rates $200MM Sr. Notes B2 EVERGLADES RE: S&P Assigns B Rating to $1.50BB Sr. Secured Notes EXIDE TECHNOLOGIES: South Coast May Pursue Lawsuit FAB UNIVERSAL: Receives NYSE MKT Delisting Notice FCC HOLDINGS: S&P Removes 'CCC+' Rating on CreditWatch Negative FISKER AUTOMOTIVE: Creditors Seek to File Rival Payment Plan FREDERICK'S OF HOLLYWOOD: Amends Rule 13E-3 Transaction Statement FURNITURE BRANDS: Settlement With PBGC and Committee Approved FURNITURE BRANDS: China Creditors Want Committee to Share Info GENERAL MOTORS: Recalls 57,131 SUVs Over Defective Fuel Gauges GENERAL MOTORS: Proposes Treating Recall Injury Victims Equally GENERAL MOTORS: High Ct. Won't Hear Appeal on Life Insurance Cuts GENERAL MOTORS: Second Recall-Linked Executive Retires GENERAL STEEL: Incurs $42.6 Million Net Loss in 2013 GLYECO INC: Unit Acquires MMT Acquisition's Business GREEN PLAINS: S&P Assigns 'B+' CCR & Rates $225MM Sr. Loan 'BB' GSE ENVIRONMENTAL: Files Voluntary Chapter 11 Bankruptcy Petition GSE ENVIRONMENTAL: Case Summary & 25 Largest Unsecured Creditors GUIDED THERAPEUTICS: Incurs $10.4 Million Net Loss in 2013 GUITAR CENTER: Suspending Filing of Reports with SEC HDOS ENTERPRISES: May Sell Assets and Inventory to Fred Bush HERON LAKE: Plans to Redeem Outstanding 7.25% Secured Notes HIGH MAINTENANCE: Plan Hearing Continued to May 12 HIGH MAINTENANCE: Hires Wilkinson Barker as FCC Counsel HORIZON LINES: Incurs $14.1 Million Net Loss in Fourth Quarter HRK HOLDINGS: Court Allows Revised Sale Agreements HYDROCARB ENERGY: Borrows $600,000 From Chairman INT'L COMMERCIAL: Donald McDonald Appointed Director IMPLANT SCIENCES: Completes $20 Million Refinancing ISR GROUP: Section 341(a) Meeting Set on June 5 JETBLUE AIRWAYS: S&P Affirms 'B' CCR & Revises Outlook to Positive KKR FINANCIAL: S&P Raises Preferred Stock Rating to 'BB+' LAFAYETTE YARD: Confirms First Amended Plan of Liquidation LIGHTSQUARED INC: Dish's Ergen Objects to Reorganization Plan LIQUIDMETAL TECHNOLOGIES: To Hold "Say-on-Pay" Vote Every Year LOUDOUN HEIGHTS: July 15 Hearing on Filing of 2nd Amended Plan MACH GEN: First Amended Plan Declared Effective MERIDIAN SUNRISE: U.S. Bank Wants Terms of Amended Plan Enforced METRO AFFILIATES: May Release Funds From Escrow to Pay Claims METRO AFFILIATES: Wants to Sell Misc Assets to Holcomb Bus MID-VALLEY INC: NLI Bid to Enforce Confirmation Order Denied MISSION NEW ENERGY: Obtains $120,000 From Shares Offering MOOG INC: S&P Raises CCR to 'BB+' on Improved Credit Metrics MORNINGSTAR MARKETPLACE: Bid to Expand Automatic Stay Challenged NAVIENT CORP: Fitch Assigns 'BB' IDR; Outlook Stable NEW LIFE INT'L: Taps Massa Estate as Appraiser and Liquidator NIELSEN HOLDINGS: Fitch Affirms and Withdraws 'BB' IDR NORTH AMERICAN ENERGY: S&P Raises CCR to 'B'; Outlook Stable NORTH LAS VEGAS: Fitch Affirms 'B' Rating on $365,000 LTGO Bonds OAKLEY REDEVELOPMENT: Fitch Raises Rating on $24.8MM TABs to 'BB+' ORECK CORP: Pays $2MM To Clean Up Germ-Killing Vacuum Ad Row OVERSEAS SHIPHOLDING: Mullin Hoard Filed Interim Compensation PACIFIC THOMAS: US Bank May Foreclose on Redondo Beach Property PACIFIC THOMAS: US Bank Seeks to Foreclose on Danville Property PACIFIC THOMAS: Nationstar Wants to Foreclose on Tucson Property PACIFIC THOMAS: PMF Seeks to Foreclose on Oakland Assets PARADISE HOSPITALITY: May 13 Post-Confirmation Status Hearing PARTY CITY: S&P Affirms 'B' CCR & Revises Outlook to Stable PGA HOLDINGS: Moody's Lowers Rating on 1st Lien Senior Debt to B2 PGA HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable PREGIS HOLDING I: S&P Assigns 'B' CCR; Outlook Stable PROFESSIONAL INVESTMENT: SEC Freezes Assets, Files Fraud Charges RAYONIER A.M.: Moody's Assigns B2 CFR & Rates $500MM Notes Ba3 REGEN BIOLOGICS: FDA Ignored Device Reclassification Process REMY INTERNATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable RENASCENT INC: Stipulation on Funds Allocation Approved REVSTONE INDUSTRIES: Hires Stout Risius as Investment Bankers ROSEVILLE SENIOR: Has Until May 27 to Access Cash Collateral SANDERSON PLUMBING: Hearing Today to Approve Bidding Protocol SEAWORLD PARKS: Bank Debt Trades at 2% Off SIMPLEXITY LLC: Panel Hires Hunton & Williams as Attorney SIMPLEXITY LLC: Creditors' Panel Taps Polsinelli PC as Counsel SIRIUS XM: Senior Notes Add-on No Impact on Moody's 'Ba3' CFR SIZZLING PLATTER: S&P Withdraws 'B-' CCR on Debt Repayment SOUTHERN FILM EXTRUDERS: Court Approves Exit Plan STANS ENERGY: Ontario Court Sets Precedent for Asset Seizure STELLAR BIOTECHNOLOGIES: Launches New Corporate Website TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CC' TXU CORP: 2014 Bank Debt Trades at 25% Off TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market UNIVERSAL BIOENERGY: Global Energy Now Deemed an Affiliate USEC INC: Paid $15M in Bonuses Just Before Ch. 11, Docs Show VAREL INTERNATIONAL: S&P Retains 'B-' CCR on CreditWatch Positive VISCOUNT SYSTEMS: Files Amended Certificate of Designation WAYNE COUNTY, MI: Fitch Maintains Negative Watch on 'BB-' Rating WEATHER CHANNEL: Bank Debt Trades at 4% Off WESTMORELAND COAL: Keith Alessi Appointed CEO WHEATLAND MARKETPLACE: May Sell Real Properties for $10.1 Million YELLOWSTONE MOUNTAIN: Founder Can't Skirt $41MM Judgment * Fed. Circ. Won't Nix GM, Chrysler Dealers' Takings Suits * SAC Capital Judge Urged to Accept $900 Million Penalty * Bogus Private-Equity Fees Reportedly Found at 200 Firms by SEC * Senate Passes Bill to Aid Long-Term Unemployed * Fitch Releases Report on Recovery Gap From the Great Recession * von Briesen Firm Discusses Challenges in Individual Ch.11 Cases * James Odell Joins Blank Rome as Co-Head of Financial Services * John Hanley Joins Otterbourg's Corporate Practice * Upshot's Travis Vandell Bags M&A Advisor 40 Under 40 Award * Veteran Legal Assistant Terri Sharp Joins Yesner Law * Large Companies With Insolvent Balance Sheet ********* 11850 DEL PUEBLO: Receiver's Final Accounting Report Filed ---------------------------------------------------------- In a State Court action in Los Angeles, Patrick Galantine was appointed as receiver of a property at Valley Boulevard, in El Monte, California, when it was still owned by 11850 Del Pueblo, LLC. After Del Pueblo filed for Chapter 11 bankruptcy, Mr. Galantine continued to be in possession and control of the property. In December 2013, the Court approved the sale of the property and shortly after that Mr. Galantine filed his financial accounting report, which reflects receivership income of over $2 million and expenses of about $1.8 million. Christopher D. Crowell, Esq. -- ccrowell@frandzel.com -- at Frandzel Robins Bloom & Csato, L.C., in Los Angeles, California, relates the receivership will have $118,354 after paying all expenses. Mr. Galantine intends to transfer these funds to U.S. Bank National Association, Del Pueblo's lender. In that regard, Mr. Galantine asks the Court to: (a) approve the accounting report, in particular, approve the payment of $95,008 in management fees to Coreland Companies, of which he is executive vice president, and his hourly-rate fees of $98,825; (b) exonerate his $127,000 receiver's bond and exonerate him from his duties as receiver after he turns over the remaining receivership funds to U.S. Bank; (c) permit him to take all necessary steps in the State Court action to complete his duties as receiver; and (d) lift the automatic stay to the extent necessary to permit him to take steps in the State Court action. About 11850 Del Pueblo 11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012. The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B), owns property on 11850 Valley Boulevard, in El Monte, California. The property, according to the schedules filed together with the petition, is worth $9 million and secures a $17.5 million claim. The Court eventually dismissed the bankruptcy case on Oct. 12, 2012, due to the Debtor's failure to timely file certain necessary documents. The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726) on Oct. 15, 2012. Bankruptcy Judge Robert N. Kwan presides over the case. Patrick Galentine is the duly appointed state court receiver and custodian for the Debtor. Craig A. Welin, Esq., and Reed S. Wadell, Esq., serve as bankruptcy counsel for the receiver. U.S. Bank National Association, as trustee, successor-in-interest to Bank of America, N.A., as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for the Registered Holders of Deutsche Mortgage & Asset Receiving Corporation Mortgage Pass-Through Certificates, Series CD2006-CD3, is represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP. 1250 OCEANSIDE: Has Deal on Lot and Golf Membership Transactions ---------------------------------------------------------------- 1250 Oceanside Partners, et al., ask the U.S. Bankruptcy Court for the District of Hawaii to approve an agreement respecting certain lot and golf membership transactions. The agreement was entered among the Debtors, Hokulia Community Association, Inc., Hokulia Park and Cultural Sites Association, Inc., and the Club at Hokulia, Inc. Oceanside is in the process of negotiating various deeds in lieu foreclosure transactions with certain of its borrowers. Two of the Deed in Lieu Agreements have been documented and the Debtors have obtained court approval for the transactions. Pursuant to the agreement, the HCA, PCSA and the Club each provide their consent to the Deed in Lieu Agreements, and Oceanside consents to the payment of certain outstanding assessments and dues. "Deed in Lieu Agreements" In connection with the purchase of various lots in the Hokuli'a Development, certain lot owners borrowed a portion of the purchase price from Oceanside, and granted Oceanside a mortgage on their respective lots and a security interest in their equity golf memberships. Certain of these lot owners defaulted on the secured obligations owed to Oceanside. Oceanside has negotiated agreements with certain of these lot owners, and may reach agreement with others, pursuant to which the lot owners agree to convey their properties and golf memberships to Oceanside in lieu of foreclosure under the subject loan documents. A copy of the agreement is available for free at: http://bankrupt.com/misc/1250Ocean_agreementmembership.pdf About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 1250 OCEANSIDE: Accord Resolving Gutsch Family Dispute Okayed ------------------------------------------------------------- The Bankruptcy Court approved a settlement agreement entered among 1250 Oceanside Partners, et al., Larry S. Gutsch and Jaqual L. Gutsch Family Trust dated Dec. 28, 1995 and Gutsch Family Investment Limited Partnership. As reported in the Troubled Company Reporter on April 1, 2014, agreement was to resolve the Debtor's dispute with Gutsch Family Investments Limited Partnership and the trustees for the Gutsch Family Trust. The settlement concerns a loan, which the trustees obtained from Oceanside in connection with their purchase of a property in the Hokuli'a development and membership in the Club at Hokuli'a. The trustees have allegedly stopped making payments since September 2009 and now owe $445,45l to the company. Under the settlement, the trustees and the Gutsch Family Partnership will pay Oceanside $547,000. In exchange, the company will release its mortgage on the property and lien on the membership, and cause its claims in a case it filed against the trustees and the Gutsch Family Partnership to be dismissed. Meanwhile, the trustees and the Gutsch Family Partnership agreed to dismiss the counterclaim they filed against the company. About 1250 Oceanside Partners 1250 Oceanside Partners, Front Nine, LLC, and Pacific Star Company, LLC, owners of the 1,800-acre Hokuli'a luxury real estate development near Kona on the island of Hawaii, sought Chapter 11 protection (Bankr. D. Hawaii Lead Case No. 13-00353) on March 6, 2013, in Honolulu. The Debtors were formed by developer Lyle Anderson and were part of his development "empire", which included developments in Hawaii, Arizona, New Mexico and Scotland. The secured lender, Bank of Scotland, declared a default and obtained control of the Debtors in January 2008. Development of the property, which has 3.5 miles of waterfront on the Kona coast, stopped after the developers were declared in default under the loan. Oceanside and Front Nine own most of the land within the Hokuli'a project, which is the principal development. Pacific Star owns the land referred to as "Keopuka", near Hokuli'a. The Hokuli'a was to have 730 residential units, an 18-hole golf course, club and other amenities. The Debtors say their assets are worth $68.1 million while they are jointly liable to $625 million of debt to Sun Kona Finance LLC, which acquired the Hawaii loan from Bank of Scotland. Simon Klevansky, Esq., Alika L. Piper, Esq., and Nicole D. Stucki, Esq., at Klevansky Piper, LLP, represent the Debtor in its restructuring effort. They replaced the law firm of Gelber, Gelber & Ingersoll as general counsel. 1250 Oceanside Partners, its affiliates and lender Sun Kona Finance I LLC, won court approval of the disclosure statement explaining a reorganization plan that would turn over ownership to its secured lender. Sun Kona would provide a $65 million exit facility to help make payments under the plan and to fund the reorganized company when it leaves court protection. The Bankruptcy Court will convene a hearing commencing April 2, 2014, at 9:30 a.m., to consider confirmation of the Third Amended Plan co-proposed by the Debtor and Sun Kona. A creditors committee has not been appointed. James A. Wagner, Esq., and Allison A. Ito, Esq., at Wagner Choi & Verbrugge, represent creditor Sun Kona Finance I, LLC, as counsel. 22ND CENTURY: Incurs $5.3 Million Net Loss in First Quarter ----------------------------------------------------------- 22nd Century Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $5.31 million on $447,535 of revenue from sale of products for the three months ended March 31, 2014, as compared with a net loss of $2.51 million on $0 of revenue from sale of products for the same period in 2013. As of March 31, 2014, the Company had $11.93 million in total assets, $1.77 million in total liabilities and $10.15 milion in total shareholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/fOmCSo About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.15 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. ACTIVECARE INC: Carter Quits From Board, Peterson Named Director ---------------------------------------------------------------- James G. Carter voluntarily resigned as a member of the Board of Directors and Compensation Committee of ActiveCare, Inc. Mr. Carter's resignation is not due to any disagreements with the Company or any officer or director of the Company. Mr. Carter's resignation was accepted on March 27, 2014. The Company's Board of Directors appointed Jeffery Peterson, the Company's vice president of finance to fill the vacancy on the Board created by Mr. Carter's resignation, effective April 25, 2014. Mr. Peterson has been the Company's V.P. Finance since July 2012. Before his appointment as vice president, Mr. Peterson served in various capacities at ActiveCare from July 2011. Prior to joining ActiveCare, from January 2010 until July 2011, Mr. Peterson was the Director of Investor Relations for SecureAlert, Inc., the Company's former parent corporation. Prior to joining SecureAlert, Mr. Peterson was an owner and worked at Alpine Securities, a stock brokerage firm in Utah, where his duties included broker, market maker, Communications Officer and AML Officer, while holding the following FINRA securities licenses: 7, 63, 55, and 24. Mr. Peterson graduated from the University of Utah with a Bachelor of Arts degree in Finance and Business Administration, and was a member of the University Venture Fund. Mr. Peterson is also an observation (non-voting) board member of the boards of directors of Juneau Biosciences and CoNextions Medical. On April 25, 2014, the Board of Directors appointed Michael Jones as president of the Company. Mr. Jones founded Interactive Care in 2007, filing several patents in the field of video collaboration as a tool for delivery of medical care. As Executive Vice President at RemedyMD, Mr. Jones led in the advancement of medical collaboration and the utilization of informatics technologies for the treatment of obesity and diabetes. Mr. Jones was previously Executive Vice President of Sales and Marketing at iBahn (formerly STSN). Mr. Jones also led numerous sales and operations organizations at Iomega Corporation. Mr. Jones has also held domestic and international senior sales leadership roles at Siebel Systems, Silicon Graphics and Oracle. A published author and contributor to periodicals and industry publications, Mr. Jones graduated summa cum laude from the University of Utah with a degree in English. He serves on the board of directors of the National Alliance on Mental Illness for the State of Utah. Also on April 25, 2014, the Board of Directors appointed Jonathan Olson to be the Company's chief operating officer; he will also continue in his role of chief technology officer. Mr.Olson has nearly 20 years of experience in managing the development and implementation of clinical informatics applications. As the first employee of TheraDoc, he led the architecture, design, and implementation of the TheraDoc Clinical Intelligence Platform. He has been a contributing author in numerous peer-reviewed publications and holds two patents. Mr. Olson played a key role during the acquisition of TheraDoc by Hospira, Inc., in 2009. During his tenure at Hospira TheraDoc, Mr. Olson also held positions of responsibility over the services organization, including project management, training, data integration and support. He was instrumental in helping the organization achieve Best in KLAS in 2012 for the Infection Control Assistant. Prior to joining TheraDoc, Mr. Olson led the Web team at the University of Utah Health Sciences Center and was involved in the creation of one of the first web-based medical record systems in the world. Mr. Olson received his bachelor's degree in computer science and further training in medical informatics from the University of Utah. About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss attributable to common stockholders of $25.95 million the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $12.42 million for the year ended Sept. 30, 2012. The Company's balance sheet at Dec. 31, 2013, showed $11.99 million in total assets, $8.23 million in total liabilities and $3.76 million in total stockholders' equity. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses, has negative cash flows from operating activities, has negative working capital, and has negative total equity. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADVANCEPIERRE FOODS: S&P Revises Outlook to Neg. & Affirms 'B' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Cincinnati, Ohio-based AdvancePierre Foods Inc. to negative from stable and affirmed the 'B' corporate credit rating. At the same time, S&P lowered the recovery rating on AdvancePierre's secured first-lien debt to '4' from '3', indicating that lenders could expect average (30% to 50%) recovery in the event of a payment default. The issue-level rating remains 'B'. The issue-level rating on the company's secured second-lien debt remains 'CCC+', with a recovery rating of '6', indicating that unsecured noteholders could expect negligible (0% to 10%) recovery in the event of a payment default. "AdvancePierre's outlook change to negative reflects our belief that the company's weak operating performance could continue, contributing to increasingly weaker credit measures," said Standard & Poor's credit analyst Jeff Burian. "The company's operating performance throughout 2013 was well below our expectations, resulting in a significant increase in leverage. We do not expect volatile commodity protein input cost pressures to abate in the near term." Standard & Poor's could consider a lower rating if operating performance does not improve significantly. Alternatively, S&P could consider revising the outlook to stable if AdvancePierre stabilizes and improves its operating performance and sustains leverage below 6.5x while maintaining adequate liquidity. ALHAMBRA RESOURCES: ASC Issues Temporary MCTO After Filing Delay ---------------------------------------------------------------- Alhambra Resources Ltd. on May 2 disclosed that a temporary Management Cease Trade Order has been issued by the Alberta Securities Commission against the Corporation's Chief Executive Officer and Chief Financial Officer as opposed to a general cease trade order against the Corporation. This MCTO prohibits trading in securities of the Corporation, whether directly or indirectly, by these individuals. As summarized in Alhambra's News Release dated April 11, 2014, this action was expected due to the delay in filing its 2013 annual audited financial statements, management's discussion and analysis and CEO and CFO certificates. Should Alhambra fail to file its 2013 Annual Audited Financial Statements on or before June 30, 2014, the ASC can impose a cease trade order on Alhambra such that all trading in securities of the Corporation cease for such period as the ASC may deem appropriate. Pursuant to the requirements of Section 4.4 of National Policy 12-203 - Alternative Information Guidelines, the Corporation reports the following: i. There have been no material changes to the information contained in the Default Notice and the Corporation expects to file its 2013 Annual Audited Financial Statements on or before June 30, 2014; ii. There have been no failures with respect to the Corporation fulfilling its stated intention of satisfying the requirements of the AIG; iii. There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Notice; and, iv. There is no other material information concerning the affairs of the Corporation that has not been generally disclosed. About Alhambra Alhambra -- http://www.alhambraresources.com-- is a Canadian based international exploration and production corporation producing gold in Kazakhstan. Alhambra common shares trade in Canada on The TSX Venture Exchange under the symbol ALH, in the United States on the Over-The-Counter Pink Sheets Market under the symbol AHBRF and in Germany on the Frankfurt Open Market under the symbol A4Y. ALITALIA SPA: Etihad Open To Talks, But Won't Budge On Demands -------------------------------------------------------------- Reuters reported that Etihad Airways has signalled that it is ready to continue talks on a potential investment in Italy's troubled Alitalia but it refuses to budge on tough conditions on debt restructuring and job cuts, a source close to the talks said. According to the report, loss-making Alitalia was kept afloat by a government-engineered 500 million euro ($691 million) rescue package last year, but it needs to find a cash-rich partner quickly to revamp its flight network or risk having to ground its planes. Sources have said that Abu Dhabi-based Etihad could invest 500 million euros in return for a 49 percent stake, but talks reached a stalemate this month when the Italian carrier raised concerns over the Gulf airline's conditions, the report related. In a letter, Etihad reiterated that it wants banks to convert half of Alitalia's debt of more than 800 million euros into shares and the other half to be written off, Reuters further related, citing the source. It also wants up to cut 3,000 jobs from Alitalia's 14,000-strong workforce. "The letter suggests Etihad is willing to negotiate, but the room for manoeuvre is slim," Reuters cited the source as saying. About Alitalia Alitalia-Compagnia Aerea Italiana has navigated its way through a successful restructuring. After filing for bankruptcy protection in 2008, Alitalia found additional investors, acquired rival airline Air One, and re-emerged as Italy's leading airline in early 2009. Operating a fleet of about 150 aircraft, the airline now serves more than 75 national and international destinations from hubs in Fiumicino (Rome), Milan, Turin, Venice, Naples, and Catania. Alitalia extends its network as a member of the SkyTeam code-sharing and marketing alliance, which also includes Air France, Delta Air Lines, and KLM. An Italian investor group owns a majority of the company, while Air France- KLM owns 25%. ALLIANCE ONE: S&P Reinstates 'BB-' Rating on $210.3MM Revolver -------------------------------------------------------------- Standard & Poor's Ratings Services reinstated its ratings on Alliance One International Inc.'s $210.3 million revolving credit facility due April 15, 2017. Ratings List Alliance One International Inc. Corporate credit rating B/Stable/-- Reinstated Alliance One International Inc. Senior secured $210.3 mil. revolver due 2017 BB- Recovery rating 1 AMERICAN POWER: Extends Notes Maturity Dates to September 30 ------------------------------------------------------------ American Power Group, Inc., entered into an amended and restated unsecured promissory note with the Allen Kahn Revocable Trust AKA Allen Kahn, M.D. Revocable Trust on April 30, 2014. The amended and restated note extended the maturity date of the original note to Sept. 30, 2014, modified the payment provisions of the note and waived any prior defaults under that note. The Company also entered into amendments to its existing promissory notes with each of Charles Coppa and Lyle Jensen. Each amendment extended the maturity date of each promissory note to Sept. 30, 2014, and waived any prior defaults under the promissory notes. About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural GasTM conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. See additional information at www.americanpowergroupinc.com. For the nine months ended June 30, 2013, the Company reported a net loss available to common shareholders of $2.03 million. American Power incurred a net loss available to common shareholders of $14.66 million for the year ended Sept. 30, 2012, compared with a net loss available to common shareholders of $6.81 million for the year ended Sept. 30, 2011. At Dec. 31, 2013, the Company had $9.82 million in total assets, $4.36 million in total liabilities and $5.46 million in stockholders' equity. APOLLO MEDICAL: Delays Form 10-Q for Jan. 31 Quarter ---------------------------------------------------- Apollo Medical Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended Jan. 31, 2014. "The compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant period has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant," the Company said in the filing. The Company expects to file that report no later than 15 calendar days after its original prescribed due date. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern qualification on the consolidated financial statements for the fiscal year ended Jan. 31, 2013. The independent auditors noted that the Company had a loss from operations of $2,078,487 for the year ended Jan. 31, 2013, and had an accumulated deficit of $11,022,272 as of Jan. 31, 2013. These factors raise substantial doubt about the Company's ability to continue as a going concern. Apollo Medical reported a net loss of $8.90 million on $7.77 million of net revenues for the year ended Jan. 31, 2013, as compared with a net loss of $720,346 on $5.11 million of net revenues for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2013, showed $3.13 million in total assets, $4.40 million in total liabilities, and a $1.26 million total stockholders' deficit. ARTRA GROUP: Ill. Court Awards $202,000 Asbestos Trust ------------------------------------------------------ Judge Harry D. Leinenweber of the U.S. District Court for the Northern District of Illinois, Eastern Division, in a memorandum opinion and order dated April 22, 2014, granted the Motion for Summary Judgment filed by the Artra 524(g) Asbestos Trust in the case styled ARTRA 524 (g) ASBESTOS TRUST, Plaintiff, v. ARTRA GROUP, INCORPORATED, ENTRADE, INC., ARCADIA SECURITIES LLC, PETER R. HARVEY, and JOHN P. CONROY, Defendants, CASE NO. 11 C 8028 (N.D. Ill.). In 2002, Artra filed a voluntary Chapter 11 petition precipitated by a multitude of asbestos-related personal injury claims that greatly exceeded Artra's insurance coverage and assets. In 2007, the Bankruptcy Court entered an order confirming a reorganization plan, which order was affirmed by the District Court. The plan became effective as of April 2, 2007. Among its provisions the plan established, for purposes of resolving personal injury claims, a trust into which certain of Artra's assets, including its shares of stock in a company named Comforce Corporation, were transferred. Pursuant to the Plan, Artra was permitted to retain bare legal title to the Comforce stock for a two-year period so that Artra could obtain any tax benefits which might be available in connection with the sale of the stock. After the two-year period expired, the stock would become the sole property of the Trust. Under the terms of the reorganization plan, Astra was required to establish an escrow account to hold the Comforce stock for sale for the benefit of the Trust. However, Artra did not execute the Escrow Agreement and retained physical possession of the share certificates which bore its name rather than the Trust's. In a series of transactions selling the Comforce stock, the Trust received $156,325 for its 143,000 shares in the December 2009 sale instead of $358,000, which it would have been received had the shares not been sold until the merger. The Trust has demanded the difference, $202,174 from Arcadia Securities LLC, based on its contention that both Artra and its agent, Arcadia, converted the shares. The Trust has moved for summary judgment against Arcadia. Judge Leinenweber entered judgment in favor of the Trust in the amount of $202,264. The Trust asks for prejudgment interest in its Reply Brief, but insofar as Arcadia has not had an opportunity to argue the point, Judge Leinenweber said it will not grant it at this time. Insofar as the Trust has benefited from the failure of Arcadia to have a proper 30(b)(6) witness, the Court does not believe that any additional penalty is warranted. The Motions for Discovery Sanctions are therefore denied. A full-text copy of Judge Leinenweber's Decision is available at http://is.gd/oXJF1Dfrom Leagle.com. ARTRA 524(g) Asbestos Trust, Plaintiff, represented by Joseph Daniel Frank, Esq. -- jfrank@fgllp.com -- Micah R. Krohn, Esq. -- mkrohn@fgllp.com -- and Reed Heiligman, Esq. -- rheiligman@fgllp.com -- at FrankGecker LLP. Arcadia Securities, LLC, Defendant, is represented by: Peter Ordower, Esq. THE LAW OFFICES OF PETER ORDOWER 10 S La Salle St., Suite 3500 Chicago, IL 60603 Phone: 312-263-8060 Fax: 312-263-8083 AUXILIUM PHARMACEUTICALS: S&P Lowers CCR to 'CCC'; Outlook Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'CCC' from 'B-'. The outlook is negative. S&P also lowered the rating on the company's senior secured credit facility to 'CCC+' from 'B'. S&P's '2' recovery rating on the company's senior secured credit facilities remains unchanged, reflecting its expectation for substantial (70%-90%) recovery in the event of payment default. "Our rating action on Auxilium is predicated on our assessment of its liquidity profile as "weak" and our expectation that the company is likely to deplete its liquidity sources over the next 12 months," said credit analyst Maryna Kandrukhin. "Our negative outlook on Auxilium reflects our view that there is a one in three chance that the company might deplete its liquidity resources within the next six months and, as a consequence, will not be able to honor its financial obligations sooner than we currently expect. While we project in our base-case scenario that high cash flow deficits will constrain the company's liquidity, we still expect Auxilium to be able to cover its financial obligations payments for the following 10 to 12 months using its cash on hand. However, given the rapid deterioration in the TRT market, Auxilium's high contingent consideration liability, and our uncertainty about the company's ability to trim its operating costs in response to declining revenues, we think it is possible that the liquidity event could happen earlier than we project in our base-case scenario," S&P noted. Downside scenario S&P could lower the rating if it becomes evident that the company is likely to run out of its liquidity sources within the next six months. This could happen if Auxilium does not adjust its operating costs fast enough to limit profitability erosion resulting from declining revenues and loss of scale on its main product. Rapid profitability deterioration could lead to higher than expected cash flow deficits depleting Auxilium's cash balance sooner than we project. Upside scenario While unlikely, S&P could raise its rating to 'CCC+' if, despite the rapid revenue decline, Auxilium manages to prevent EBITDA margin erosion and generates at least a breakeven cash flow, thereby providing some liquidity relief and alleviating the threat of a liquidity event happening over the next 12 months. AVON PRODUCTS: Fitch Affirms 'BB' IDR & Removes From Watch Neg. --------------------------------------------------------------- Fitch Ratings has affirmed the ratings for Avon Products, Inc. In addition, Fitch has removed the ratings from Negative Watch. The ratings were placed on Rating Watch Negative on Nov. 4, 2013, following the uncertainty over the potential size of the monetary penalties the company faced related to Foreign Corrupt Practices Act (FCPA) violations. The Rating Outlook is Negative. Fitch affirms Avon's ratings as follows: -- Long-term Issuer Default Rating (IDR) at 'BB'; -- Bank credit facility at 'BB'; -- Bank Term Loan at 'BB'; -- Senior unsecured notes at 'BB'; -- Short term IDR at 'B'; -- Commercial Paper at 'B'. Fitch has also affirmed Avon's subsidiary's Avon Capital Corporation ratings as follows: Avon Capital Corporation (ACC): -- Short-term IDR at 'B'; -- Commercial Paper at 'B' Commercial paper issuances by ACC are fully guaranteed by Avon. KEY RATING DRIVERS NEGATIVE WATCH REMOVED AFTER FCPA OUTCOME Fitch placed Avon on Negative Watch after text in the company's Sept. 30, 2013 10-Q SEC filing stated that not only could the company's financial condition be affected, but its ongoing business could be materially adversely impacted. The publicly announced outcome, discussed below, has no material impact to Avon's ongoing business. Avon recently announced that it has reached an understanding on settlement terms with the Department of Justice and the staff of the Securities and Exchange Commission. Avon is to pay $135 million in aggregate fines, enter into a deferred prosecution agreement (DPA), and agree to a government compliance monitor for 18 months with self-monitoring for an additional 18 months. Avon currently has comfortable liquidity although the payment will depress FCF when paid. NEGATIVE OUTLOOK ON FURTHER BUSINESS MODEL RISKS The Negative Outlook is due to intensifying business model risk not only in North America and Asia Pacific but also in Europe and the company's Latin American stronghold. Model risks are reflected in negative volume and active representative declines over the past three quarters. Fitch had expected soft results in North America and Asia Pacific to continue. This played a key part in the downgrade to 'BB' in November 2013. However, declining active rep growth and volumes throughout the rest of the world since 3Q'13 was worse than Fitch anticipated. Management is working on solidifying markets with some stabilization expected in the second half of this year. Nonetheless, visibility to sustained stability and overall growth remains unclear. If sales and, in particular, the number of active representatives and volumes remain negative, currently good credit protection measures could be negatively impacted in the medium term. The Rating Outlook could be revised to Stable if solid signs of stabilization in key markets materialize over the next several quarters. SLOW TURNAROUND, DECLINING OPERATING CASH FLOWS The turnaround in Avon's operations is clearly taking longer than management or Fitch has expected. In the interim, the company needs to continue investing in restructuring efforts, product launches, improved business processes and its representatives. These are future draws on internally generated liquidity from operating cash flow which has declined sequentially from $782 million in 2009 to $544 million through the latest 12 months (LTM). Fitch notes that the company is able to maintain a flat 10% adjusted EBITDA margin quarter over quarter despite an 11% revenue decline in 1Q'14 to $2.1 billion. The benefits of the company's cost cutting, disposition and market exits has been promising. However, a lengthy turnaround increases the potential of further market share losses, sales deleveraging and a heightened risk that adequate credit protection measures that exist today, could weaken. METRICS AND LIQUIDITY GOOD IN THE NEAR TERM Avon's credit protection measures improved since the company cut its dividend by 75% in 4Q'12, used a portion of its cash balances to reduce overall debt levels, and refinanced near-term maturities. Leverage (debt/EBITDA) declined to approximately 2.9x for the LTM ended March 31, 2014 from 3.5x at year end 2012. Long- term debt maturities through 2015 are modest. Term loan amortization of $13 million is due in 2014 and the remaining $39 million is due in 2015. FCF for the LTM was $246 million, a positive turnaround from several years of marginal or negative results. The improvement in FCF was supported by the dividend cut from roughly $400 million to $100 million annually. Liquidity has declined moderately from $2.1 billion last year to $1.8 billion but remains adequate. Cash balances were almost $800 million at quarter end. There is ample ability to fund the $135 million FCPA payment. The company has solid financial flexibility with its covenants. The company states that if they were to fully draw the $1 billion revolving credit facility, which matures in March 2017, Avon would remain in compliance with its covenants. The company's near term liquidity is a positive though it is noted that the leverage covenant tightens from 3.75x to 3.5x after Sept. 30, 2014. RATINGS SENSITIVITIES Positive: Future developments that may, individually or collectively, lead to a positive rating action include: -- An upgrade is not likely in the next 12 to 18 months due to the slow pace of turnaround and accelerating negative operating trends in most markets. However, if there is a significant turnaround in the business model and FCF absent the FCPA payment can be maintained over the $200 million level an upgrade could be considered. -- Stabilizing the Outlook as mentioned above is dependent on Avon's ability to achieve flat to positive consolidated volume and active representative growth over several quarters. The company has some cushion here given comparatively easy comps. Avon should also maintain FCF of at least $100 million in 2014 taking into account the FCPA payment. Negative: Future developments that may, individually or collectively, lead to a negative rating action: -- Avon's credit protection measures including leverage and liquidity are ample in the near term. However, if sales declines accelerate -- which would be exemplified by active representative and volume declines, margin compression, increases in leverage over 4x and modest or negative FCF - then along with the rating, credit protection measures in the medium term are likely to feel the impact. BADGER HOLDING: S&P Revises Outlook to Stable & Affirms 'B+' CCR ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its rating outlook on Badger Holding LLC (Safway) to stable from negative and affirmed its 'B+' corporate credit rating on the company. At the same time, S&P affirmed its 'B' issue rating on Safway Group Holding LLC's $560 million senior secured second-lien notes. The '5' recovery rating on the debt remains unchanged, indicating S&P's expectation that lenders would receive modest recovery (10%- 30%) in a payment default scenario. Safeway Group is a subsidiary of Safway, a privately owned company controlled by Odyssey Partners LLC. The rating on Safway reflects S&P's "aggressive" financial risk profile and "weak" business risk profile assessments, based on its criteria. S&P's financial risk profile assessment reflects its expectations for adjusted debt to EBITDA of 4.0x-5.0x (including our adjustments, mainly for operating leases) in 2014 and 2015, with modest free cash flow generation prospects over the next two years. S&P's assessment incorporates the reduced likelihood that the company's sponsor, Odyssey Investment Partners, will implement credit weakening financial policies over the next 12 months, which should lower the risk of leverage exceeding 5.0x on a sustained basis. "The stable outlook reflects our view that Badger can maintain positive FOCF generation in the year ahead, with sustained debt to EBITDA of 4.0x-5.0x," said Standard & Poor's credit analyst Nishit Madlani. "This incorporates our assumption of industry activity picking up to historical levels, which is likely because customers generally can delay maintenance work only temporarily." S&P could lower the rating during the next 12 months if FOCF generation turns negative for consecutive quarters or if debt to EBITDA, including its adjustments, trends toward 5.0x or higher. An additional distribution of capital or a leveraging transaction during the next 12 months could likely increase downside risk. This could occur if Badger's gross margins fall by about 200 basis points (from S&P's base case) with mid-single-digit revenue decline. S&P considers an upgrade unlikely because Badger's financial policies will likely remain aggressive under its private equity owner, and the company may pursue additional targeted acquisitions or, eventually, another distribution of capital. BANAH INT'L: Emerges From Bankruptcy After Court Approves Plan -------------------------------------------------------------- Banah International Group on May 5 disclosed that it has formally emerged from the Chapter 11 process, paving the way to becoming a worldwide leading sugar product manufacturer. The U.S. Bankruptcy Court for the Southern District of Florida approved and made effective Banah's plan of reorganization (Plan) on May 1, 2014. Banah exits the restructuring process as Harvest Given, LLC with 0 debts, a stable, restructured balance sheet and support of a well-capitalized shareholder base. On May 1, Banah received 100% of the votes from the 90 ballots submitted by its creditors whom overwhelmingly voted in favor of Banah's Plan, providing a great preamble to the Bankruptcy Court's reorganization approval. "[Mon]day indeed marks a fresh start for Banah. This moment couldn't be more fitting, as Banah signifies 'New Beginnings' in Hebrew. We have emerged from this process as a strong company with both financial and operational strength and stability. We are excited about the future and new opportunities to carry on our New Beginnings mission and continue bringing the finest natural, and organic sugar products", said Yurek Vazquez, Chief Executive Officer of Banah. "It's been a great journey and satisfaction to look back and see the efforts of so many individuals working together for the common benefit of all parties involved, including saving the jobs our company provides to so many families. I also feel a great appreciation for the court and the US Trustees Office; our counsels at BastAmron and Alvarez & Barbara; our tenacious executive team and employees for whom no challenge is too big; to our suppliers, key creditors, and customers for their strong support throughout this process," added Mr. Vazquez. Headquartered in South Florida, Banah's product portfolio of the finest quality, 100% pure cane sugar includes its assortment of organic and natural-flavored liquid sugar line, granulated, turbinado raw brown, confectioners, and the all-natural 0 calorie stevia. Banah is currently distributed throughout more than 6,000 retailers and bulk sugar providers in the U.S., with an additional 4,000 retailers under negotiation. The company recently became the first USDA organic certified facility for both packaging and manufacturing of granular and liquid sugar, and is among the largest in USA. About Banah's Mission Banah, which means New Beginnings in Hebrew, is a mission with a company, on the basis that "Absolutely Every Life Counts" and "Everyone Deserves a Second Chance". Banah offers and promotes second chances for individuals who have made wrong choices, and decided to change their lives and reintegrate themselves into society. Banah exemplifies its mission of transforming the lives of those in search of a new beginning by embracing their past and providing the necessary tools to champion their future through their job opportunity, education, and career development program. Corporate Governance, Financing and Ownership Under its approved Chapter 11 plan, Banah will be acquired for $9.49 million by Harvest Given, LLC. The company's leadership team is led by Yurek Vazquez, as Chief Executive Officer who launched the company's restructure, providing strength and stability in business operations. In November 2012, Mr. Vazquez joined Banah to launch a company- wide restructuring, which included an entirely new administration and workforce to lead the company into the future with better management, marketing, operations, production, and outstanding sales. Three months later, in February 2013, the company filed for Chapter 11 to seek the protection of the Bankruptcy Court as part of its plan of reorganization. Since then, Banah managed to grow its market share by over 2100%, reduced its operating costs by 48% and turned its 300,000 sq. ft. headquarters and warehousing facility into a well-equipped manufacturing and packaging plant with a production capacity of over 42 million units per year. The company now has 35 employees and has established in-house educational and career development programs to carry on its New Beginnings mission. Banah has successfully re-established the relationship with nearly all its former suppliers and business partners. The company's general restructuring team consists of CEO Yurek Vazquez; CFO Sean Marcil; Head of Legal Affairs Gilberto Santiesteban; Head of Operations Joaquin Cossio; Director of Sales and Marketing Lissette Rodriguez; Administrative Manager Andrea Macias; Chief Information Officer Michael Alonso; counsel Jeffrey P. Bast and BastAmron LLP; its financial advisors GlassRatner Advisory & Capital Group, LLC; its corporate lawyers Alvarez & Barbara, LLP, and Jay M. Levy, PA as special litigation counsel; Alex P. Martinez, C.P.A., and Alexander J. Alfano, Esq as Tax Counsels. Banah International Group is a privately held corporation established in Miami, Florida, U.S.A., created as a sister company to Banah International Group, S.A. located in San Jose, Costa Rica operating in several businesses since 1994. Banah International Group filed for Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 13-13954) on Feb. 22, 2013, estimating between $1 million and $10 million in debt and liabilities. BAY CLUB PARTNERS: June 20 Plan Outline Hearing ----------------------------------------------- The Bankruptcy Court ill convene a hearing on June 20, at 10:00 a.m., to consider the adequacy of information in the Disclosure Statement explaining the Chapter 11 Plan filed by Bay Club Partners-472, LLC. Separately, the Bankruptcy Court, in minutes of final evidentiary hearing on the motion to dismiss the Chapter 11 case of Bay Club Partners-472, said the matter is taken under advisement. Laura J. Walker, Esq., at Cable Huston LLP on behalf of Legg Mason Real Estate CDO I, Ltd., a holder of a claim, requested for the dismissal of the Debtor's case stating that the Debtor's operating agreement specifically prohibits the Debtor from filing bankruptcy. Bay Club Management LLC, the Debtor's manager, was not authorized to file the bankruptcy petition, because the members did not unanimously consent to the filing. On March 6, 2014, Trails Ranch Partners, LLC, the owner of a membership interest in Bay Club Partners-472, joined in the motion to dismiss submitted by Legg Mason. Trails Ranch did not consent to the filing of the bankruptcy petition. About Bay Club Bay Club Partners-472, LLC, was formed to renovate and operate the residential property at 2121 W. Main St., Mesa, Arizona, known as Midtown on Main Street. The property has 470 rental units and offers residents amenities including a fitness center, spa, clubhouse, three swimming pools, a covered play area, assigned parking, and 24-hour emergency maintenance services. As of the bankruptcy filing, the Debtor has leased 91% of the apartments. Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 14-30394) on Jan. 28, 2014. The Debtor disclosed $28,247,787 in assets and $27,311,084 in liabilities as of the Chapter 11 filing. The case has been assigned to Judge Randall L. Dunn. Attorneys at Tonkon Torp LLP serve as counsel to the Debtor. The U.S. Trustee has not appointed a committee of unsecured creditors. BAY CLUB PARTNERS: Cash Collateral Order Revised ------------------------------------------------ Bankruptcy Judge Randall L. Dunn, in an amended final order, authorized Bay Club Partners-472, LLC's use of cash collateral in which Legg Mason Real Estate CDO I, Ltd., asserts an interest. The Debtor and CDO requested reconsideration of the order entered on April 23, 2014, to require additional payments to CDO. The parties also stipulated on the record at the hearing, to revise the order. The amended order provides for, among other things: -- The Debtor is authorized to use cash collateral in the ordinary course of business as determined solely by MEB Management Services, based on the exercise of MEB's professional judgment operating in the ordinary course. MEB will notify CDO and the Debtor of proposed capital expenditures. -- The Debtor will provide to CDO reporting on the use of cash collateral as follows: on the Friday of each week from and after entry of the order, the Debtor will provide CDO a weekly report listing deposits and checks issued for the prior Friday through Thursday. -- As adequate protection for any cash collateral used by Debtor, CDO is granted replacement liens on all property and assets of Debtor and its estate. -- Nothing in the order will abridge or limit CDO's security interest in proceeds, profits, fees, charges, accounts or other payments for the use or occupancy of the prepetition collateral. -- The Debtor will maintain insurance against loss, theft, destruction and damage to the collateral in which CDO claims a security interest or lien for the full insurable value thereof. -- On May 5, the Debtor will make a payment to CDO in the amount of $115,000. -- As of June 5, 2014, and on the fifth day of each month thereafter, the Debtor will make a payment to CDO in the amount of $135,000. About Bay Club Bay Club Partners-472, LLC, was formed to renovate and operate the residential property at 2121 W. Main St., Mesa, Arizona, known as Midtown on Main Street. The property has 470 rental units and offers residents amenities including a fitness center, spa, clubhouse, three swimming pools, a covered play area, assigned parking, and 24-hour emergency maintenance services. As of the bankruptcy filing, the Debtor has leased 91% of the apartments. Bay Club filed a Chapter 11 bankruptcy petition (Bankr. D. Ore. Case No. 14-30394) on Jan. 28, 2014. The Debtor disclosed $28,247,787 in assets and $27,311,084 in liabilities as of the Chapter 11 filing. The case has been assigned to Judge Randall L. Dunn. Attorneys at Tonkon Torp LLP serve as counsel to the Debtor. The U.S. Trustee has not appointed a committee of unsecured creditors. BBTS BORROWER: S&P Affirms 'B-' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B-' corporate credit rating on BBTS Borrower L.P. At the same time, S&P affirmed its 'B-' issue-level rating. S&P revised its recovery rating to '3' from '4' on BBTS' $740 million senior secured term loan B due 2019. The '3' recovery rating indicates that lenders can expect meaningful (50% to 70%) recovery if a payment default occurs. The outlook is stable. The ratings on BBTS reflect an "aggressive" financial risk profile and a "vulnerable" business risk profile. "Credit weaknesses include BBTS' very small scale, limited track record, execution risk related to the build-out of its midstream operations, elevated financial leverage, and the industry's inherent commodity price volatility and depletion risk," said Standard & Poor's credit analyst Nora Pickens. These risks are only partially offset by fee-based cash flows in the midstream business unit, the company's commodity price hedges, and S&P's expectations for material cash flow ramp-up leading to deleveraging over the next 12 months, assuming the company successfully executes its business plan. BBTS is a privately held company (private equity firms EIG Global Energy Partners owns 51.4% and HM Capital Partners owns 48.6%) engaged in the upstream and midstream oil and gas sectors. All of the company's operations are located in the liquids-rich, yet intensely competitive Eagle Ford Shale. BBTS intends to use proceeds from the $100 million add-on issuance to partially fund capital spending. As cash flow from the NGL System begins to ramp up, S&P expects leverage to moderate to 4.5x to 5x by year-end 2014. S&P rates BBTS' $740 million term loan B at 'B-' (equal to the corporate credit rating), with a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery if a payment default occurs. -- The recovery analysis for BBTS reflects an updated higher valuation of the company's year-end 2013 exploarion and production (E&P) reserves and the company's midstream assets in S&P's default scenario. -- S&P's valuation of the company's E&P reserves uses a company-provided year-end 2013 PV10 report, computed using S&P's recovery price deck assumptions of $50 per barrel for West Texas Intermediate crude oil and $3.5 per million Btu for Henry Hub natural gas. -- S&P values the company's midstream assets using a 6x multiple to its estimated emergence EBITDA of $50 million. -- The EBITDA multiple used to value the midstream business is higher than the 5x multiple S&P previously used to value the company, reflecting progress in the build-out of the company's midstream operations. However, since some level of operational and ramp-up risk remains, the multiple is lower than the 7x multiple S&P typically uses to value midstream companies. -- The company's exercise of the $100 million accordion under its term loan is also reflected in S&P's recovery analysis. -- Standard & Poor's simulated default scenario contemplates a default stemming from constrained liquidity, cost overruns, and operational delays in the ramp-up of the company's projects. The stable outlook reflects S&P's view that BBTS will maintain adequate liquidity, successfully execute its 2014 growth strategy, and reduce leverage over the next 12 to 24 months. Specifically, the successful completion and performance of BBTS' fractionation facility will be a critical factor to position the company for a positive ratings action. S&P expects key credit measures will remain weak in the near term. S&P could lower the rating if capital cost overruns, operational challenges, or weak commodity prices cause weaker liquidity, such that the company becomes vulnerable to a near-term default. A higher rating is possible if BBTS executes its growth plans, while maintaining adequate liquidity and achieving financial leverage of 4.5x to 5x. BERRY PLASTICS: Posts $12 Million Net Income in Second Quarter -------------------------------------------------------------- Berry Plastics Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to the Company of $12 million on $1.21 billion of net sales for the quarterly period ended March 29, 2014, as compared with net income attributable to the Company of $1 million on $1.15 billion of net sales for the quarterly period ended March 30, 2013. For the two quarterly periods ended March 29, 2014, the Company reported net income attributable to the Company of $18 million on $2.35 billion of net sales as compared with a net loss attributable to the Company of $9 million on $2.22 billion of net sales for the two quarterly periods ended March 30, 2013. For the March 2014 quarter, the Company's net sales increased by 5 percent to $1,210 million from $1,150 million in the March 2013 quarter. The year-over-year increase was primarily attributed to increased selling prices due to higher material costs along with sales from our acquisitions of Graphic Packaging's Flexible Plastics and Film business and Qingdao P&B. As of March 29, 2014, the Company had $5.36 billion in total assets, $5.50 billion in total liabilities, $12 million in noncontrolling interest and a $147 million total stockholders' deficit. "The March 2014 quarter was impacted by challenges related to this year's winter season in the United States and increases in the costs of our raw materials," said Jon Rich, Chairman and CEO of Berry Plastics. "Despite those effects we still achieved a 5 percent increase in net sales and had similar free cash flow versus the prior year. We took actions on pricing and cost reductions in the quarter and are encouraged by recent increases in demand." A copy of the Form 10-Q is available for free at: http://is.gd/1gCdDR About Berry Plastics Berry Plastics Corporation manufactures and markets plastic packaging products, plastic film products, specialty adhesives and coated products. At Jan. 2, 2010, the Company had more than 80 production and manufacturing facilities, primarily located in the United States. Berry is a wholly-owned subsidiary of Berry Plastics Group, Inc. Berry Group is primarily owned by affiliates of Apollo Management, L.P., and Graham Partners. Berry, through its wholly owned subsidiaries operates five reporting segments: Rigid Open Top, Rigid Closed Top, Flexible Films, Tapes/Coatings and Specialty Films. The Company's customers are located principally throughout the United States, without significant concentration in any one region or with any one customer. On Dec. 3, 2009, Berry Plastics obtained control of 100 percent of the capital stock of Pliant upon Pliant's emergence from reorganization pursuant to a proceeding under Chapter 11 for a purchase price of $602.7 million. Pliant is a leading manufacturer of value-added films and flexible packaging for food, personal care, medical, agricultural and industrial applications. The acquired business is primarily operated in Berry's Specialty Films reporting segment. * * * As reported by the TCR on Feb. 1, 2013, Moody's Investors Service upgraded the corporate family rating of Berry Plastics to B2 from B3 and the probability of default rating to B2-PD from B3-PD. The upgrade of the corporate family rating to B2 from B3 reflects the improvement in pro-forma credit metrics and management's publicly stated goal to pursue a less aggressive, more balanced financial profile. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. In November 2011, Standard & Poor's Ratings Services affirmed the 'B-' corporate credit rating on Berry and its holding company parent, Berry Plastics Group Inc. "The ratings on Berry reflect the risks associated with the company's highly leveraged financial profile and acquisition- driven growth strategy as well as its fair business risk profile," said Standard & Poor's credit analyst Cynthia Werneth. BIG M: Authorized to Pay $53,372 in Utility Charges to ConEd ------------------------------------------------------------ The U.S. Bankruptcy Court has authorized Big M, Inc., to pay $53,372 of postpetition utility charges to Consolidated Edison Solutions, Inc. The payment will be from funds contained in the utility bank account that the Court approved as adequate assurance of payment pursuant to the Court's final order prohibiting utility companies from discontinuing, altering or refusing service on account of prepetition invoices. Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus Capital Partners, LLC, funding the Chapter 11 effort. Judge Donald H. Steckroth presides over the case. At the time of the bankruptcy filing, Big M was the owner of Mandee, Annie sez, and Afazxe Stores. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. Attorneys at Becker Meisel LLC serve the Debtor as conflicts counsel. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. In mid-2013, the Bankruptcy Court authorized the Debtor to sell substantially all of its assets to YM LLC USA, formerly known as YM Inc USA. BOMBARDIER RECREATIONAL: Moody's Affirms B1 CFR; Outlook Positive ----------------------------------------------------------------- Moody's Investors Service revised Bombardier Recreational Products Inc.'s (BRP) ratings outlook to positive from stable and affirmed the company's B1 corporate family rating (CFR), B1-PD probability of default rating, Ba1 senior secured revolving credit facility rating, and B1 senior secured term loan rating. Moody's also assigned BRP a first time speculative grade liquidity rating of SGL-2, indicating good liquidity. "The outlook change to positive reflects increased potential for a ratings upgrade within the next 12 to 18 months given the strength in BRP's business profile, expectations for improved credit metrics, and the likelihood of further declines in financial sponsor ownership", says Peter Adu, Moody's lead analyst for BRP. "Also, while first half results in fiscal 2015 will be materially weaker due to weather-related effects, uncertainties in Russia, and increased production ramp-up and marketing costs, Moody's expect stronger results in the second half to more than offset, driven by new model introductions and low dealer inventory of snowmobiles in North America, and volume growth from dealer network expansion", Mr. Adu further added. Ratings Affirmed: Corporate Family Rating, B1 Probability of Default Rating, B1-PD $350 million secured revolving credit facility due May 2018, Ba1, LGD1, 8% from (LGD1, 7%) US$792 million secured term loan due January 2019, B1, LGD3, 46% from (LGD4, 52%) Outlook: Changed to Positive from Stable Rating Assigned: Speculative Grade Liquidity, SGL-2 Ratings Rationale BRP's B1 CFR primarily reflects the cyclical demand for its high- priced, discretionary products and the inherent volatility in its earnings. Macroeconomic conditions influence demand for the company's products and the rating assumes only modest volume growth into the medium term due to volatile consumer confidence, over-leveraged households and high unemployment levels. The rating considers BRP's well-recognized global brands and leading market positions, efficient management of dealer inventory levels, and demonstrated ability to successfully launch new products. BRP has no publicly stated leverage target and while further penetration of established products and new product introductions will drive modest improvement in results, Moody's expects leverage (adjusted Debt/ EBITDA) to be maintained around 3x through the next 12 to 18 months. The rating assumes that financial sponsor ownership will steadily decline over time and debt-funded dividends will not occur. Moody's considers BRP's liquidity position as good, reflected by the SGL-2 rating. This is supported by $330 million of availability under its $350 million revolver due in May 2018 and annual free cash flow above $100 million. Due to prepayments in Q2/14, BRP does not have scheduled term loan repayments through 2019. While BRP's operations will continue to generate positive free cash flow annually for the foreseeable future, periodic working capital swings coupled with backstops to dealer floorplan programs drive the need for the company to maintain good liquidity in Moody's view. BRP does not have to comply with any financial covenant unless its excess availability falls below $100 million, to which it will have to meet a minimum fixed charge coverage of 1.1x. Moody's does not expect this covenant to be restrictive for the foreseeable future. The outlook is positive because Moody's expects further improvement in BRP's credit metrics through the next 12 to 18 months while the potential for additional debt-funded dividends to its principal owners is diminished. The rating would be upgraded if BRP sustained adjusted Debt/EBITDA below 3x and EBITA/Interest above 3.5x. The ratings could be downgraded should increased debt levels, cash distributions to principal owners or earnings shortfalls result in adjusted Debt/ EBITDA being sustained above 4x and EBITA/ Interest below 2x. Bombardier Recreational Products Inc. is a leading global manufacturer of motorized recreational products. Revenue for the year ended January 31, 2014 was $3.2 billion. The company is headquartered in Valcourt, Quebec, Canada. CAESARS ENTERTAINMENT: Bank Debt Trades at 7% Off ------------------------------------------------- Participations in a syndicated loan under which Caesars Entertainment Inc. is a borrower traded in the secondary market at 93.41 cents-on-the-dollar during the week ended Friday, May 2, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.32 percentage points from the previous week, The Journal relates. Caesars Entertainment Inc. pays 525 basis points above LIBOR to borrow under the facility. The bank loan matures on Jan. 1, 2018, and carries Moody's B3 rating and Standard & Poor's B- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. CAESARS ENTERTAINMENT: Offering of 7 Million of Common Shares ------------------------------------------------------------- Caesars Entertainment Corporation commenced an underwritten public offering of 7 million shares of its common stock. Caesars expects to grant the underwriter of the offering an option to purchase up to 1.05 million additional shares of its common stock. Caesars and its financial sponsors, affiliates of TPG Capital LP and Apollo Global Management, LLC, have agreed to a lock-up (subject to certain exceptions) for a period of 60 days after the date of the prospectus supplement for the offering. Citigroup is acting as the sole underwriter for the offering. The securities are being offered by Caesars pursuant to a registration statement on Form S-3 previously filed and declared effective by the Securities and Exchange Commission. The offering will be made only by means of a prospectus supplement and related prospectus. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. The Company incurred a net loss of $1.49 billion on $8.58 billion of net revenues for the year ended Dec. 31, 2012, as compared with a net loss of $666.70 million on $8.57 billion of net revenues during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $26.09 billion in total assets, $27.59 billion in total liabilities and a $1.49 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the May 7, 2013, edition of the TCR, Standard & Poor's Ratings Services said that it lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiary Caesars Entertainment Operating Co. (CEOC) to 'CCC+' from 'B-'. "The downgrade reflects weaker-than-expected operating performance in the first quarter, and our view that Caesars' capital structure may be unsustainable over the next two years based on our EBITDA forecast for the company," said Standard & Poor's credit analyst Melissa Long. CANADIAN ENERGY: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' long- term corporate credit rating on Calgary, Alta.-based consumable chemical solutions provider Canadian Energy Services & Technology Corp. (CESTC). The outlook is stable. At the same time, Standard & Poor's affirmed its 'B' issue-level rating and '4' recovery rating on CESTC's unsecured notes. "The ratings reflect our view of CESTC's "vulnerable" business risk profile and "aggressive" financial risk profile," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. S&P has revised CESTC's business risk profile to "vulnerable" from "weak" based on its view of the company's profitability, which S&P deems to be in line with that of other oilfield service peers. S&P revised the company's financial risk profile to "aggressive" from "highly leveraged" to reflect lower cash flow volatility associated with its more stable production and specialty chemicals business. CESTC is a small consumable chemical solutions provider operating exclusively in Canada and the U.S. It provides drilling fluids and production and specialty chemicals to the oil and gas industry. CESTC's vulnerable business risk profile reflects S&P's view of the company's exposure in the highly cyclical drilling industry, limited geographic diversity, a very competitive market, and S&P's expectation of some revenue stability associated with the production and specialty chemicals business. CESTC's revenue is exposed to the highly cyclical onshore drilling sector (70%-75% of 2013 revenues); drilling volatility is very high and sensitive to commodity prices. S&P believes a drop in drilling activity will negatively affect the company's drilling fluids segments and, therefore, revenues and EBITDA margins. CESTC's operations in the production and specialty chemicals business somewhat offset our assessment of the company's revenue volatility. S&P views the segment's revenues (15%-25% of 2013 revenues) as less volatile because they are exposed to the more stable part of a well's producing life than the drilling part and also to the midstream business. S&P views growth in this segment as credit-enhancing. The stable outlook reflects S&P's view that in the next few years CESTC will be able to maintain its strong EBITDA margin at about 17%-20% while benefitting from its 2013 acquisitions. S&P expects the company's operations to benefit from increased horizontal drilling activity in North America. S&P's expectation is that during its forecast period, the company's debt-to-EBITDA will stay below 3.0x through 2015. At current EBITDA and debt levels, CESTC has sufficient debt capacity to borrow the full commitment under its revolving credit facilities without affecting the ratings. S&P could take a negative rating action if it expects drilling activity to fall significantly such that CESTC is unable to maintain its forecasted EBITDA margins, leading to FFO-to-debt falling below 30% without a clear plan for improvement. This could occur if revenues fall by more than 20% at current margin levels. Also, aggressive financing of growth (for instance, through acquisitions) or shareholder-friendly initiatives that increase leverage without prospects for rapid deleveraging would lead us to revisit S&P's ratings and outlook. A positive rating action, which S&P views unlikely in the near term, would depend on improving business risk profile or financial risk profile. For example, if CESTC significantly increases its product and geographic diversity and reduces its revenue exposure to the volatile drilling cycle significantly, S&P could move the business risk profile to "weak". Moreover, S&P would expect debt- to-EBITDA to remain below 3.0x while the company improves its competitive position. On the other hand, if the company's FFO-to- debt improves to above 45% on a sustained basis, S&P could consider a positive action. CCS MEDICAL: S&P Withdraws 'CCC' CCR at Company's Request --------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including the 'CCC' corporate credit, rating on Dallas-based mail order medical supply distributor, CCS Medical Inc., at the company's request. The rating outlook was developing at the time of withdrawal. CD STORES: Carol's Daughter Founder Clarifies Bankruptcy Filing --------------------------------------------------------------- Lisa M. Price, founder of Carol's Daughter, sent a letter to UPTOWN Magazine to clarify the company's Chapter 11 bankruptcy filing. "Carol's Daughter is still going strong after twenty-one years and the future has never looked brighter. As part of our increased focus on new retail channels, we have decided to close five of our stories. This was portrayed as if we are having some challenges, but nothing could be further from the truth," Ms. Price wrote. A copy of Ms. Price's letter posted on UPTOWN's Web site is available at http://is.gd/Rsp6ot About CD Stores Entities affiliated with beauty products company Carol's Daughter filed for Chapter 11 bankruptcy protection April 24, 2014 (Bankr. S.D.N.Y. Lead Case No. 14-11192) in Manhattan. The filing entities are CD Stores LLC and its retail affiliates: CD Store 125th, LLC; CD Store Atlantic Terminal, LLC; CD Store Roosevelt Field, LLC; CD Store Pentagon City LLC; CD Store Newport Centre, LLC; CD Store Fox Hills, LLC; and CD Store Lenox Square, LLC. The Debtors' primary business is the marketing and sales of natural hair, body, and skincare beauty products under the name "Carol's Daughter," from retail stores located in New York, New Jersey, Georgia, Virginia, and California. Carol's Daughter has been known for its natural beauty products for more than 20 years. Debtor CD Stores does not operate a retail location, and has no employees, but it is the sole member of the Retail Debtors, and guarantor with respect to certain lease agreements for Debtor 125th, Debtor Roosevelt Field, Debtor Lenox, Debtor Newport, Debtor Fox, and Debtor Pentagon. Debtor CD Stores is wholly owned by Carol's Daughter Holdings, LLC, a New York limited liability company. CD Holdings is the sole member of Debtor CD Stores, and Carol's Daughter Products, LLC, a Delaware limited liability company. Neither CD Holdings nor CD Products have sought bankruptcy protection. CD Holdings and CD Products focus on the marketing and sales of Carol's Daughter beauty products direct to consumers, through CarolsDaughter.com, a website owned and operated by Carol's Daughter Online, LLC1, as well as to wholesale vendors. The Debtors are not involved in the online marketing and sales of Carol's Daughter beauty products. CD Stores estimated assets and debts each in the $1 million to $10 million range. As of April 20, 2014, the Debtors, on an unaudited basis, had total assets with a book value of $280,435 and total liabilities of roughly $7,050,016. Judge Shelley C. Chapman presides over the cases. Gerard R. Luckman, Esq., and Adam L. Rosen, Esq., at Silverman Acampora LLP, serve as the Debtors' counsel. The petitions were signed by John D. Elmer, chief financial officer, chief operating officer. CHAORI SOLAR: Creditor Seeks Bankruptcy Steps for Firm ------------------------------------------------------ Reuters reported that a creditor sought bankruptcy restructuring for Chaori Solar, the firm that caused ripples in world markets with China's first domestic bond default, and the company said it had not yet agreed any deal to stay solvent. According to the report, metals and materials company Shanghai Yihua applied to Shanghai's intermediate court to put the solar equipment company into bankruptcy restructuring, Chaori said in a filing to the Shenzhen stock exchange. "The creditor filed the application because of Chaori Solar's inability to pay the debts due and to stay solvent," Chaori said in the filing, adding that it was uncertain whether the court would accept the application, the report related. Chairman Ni Kailu of the company, the full name of which is Shanghai Chaori Solar Energy Science and Technology Co Ltd, has been in talks with several parties to seek funds to help it stay afloat, the report further related. But it said in a separate announcement that the chairman's efforts have been fruitless so far. "Due to the company's huge debt, stakes that are being frozen, and the deteriorating business operations, Chairman Ni Kailu has been unable to reach any agreement yet," the statement said, the report added. Headquartered in Shanghai, China, Shanghai Chaori Solar Energy Science & Technology Co., Ltd. engages in the research, development, and manufacture of solar solutions in the People's Republic of China, rest of Asia, Europe, North America, and Oceania. The company offers crystalline modules, such as mono modules, poly modules, black pearls, and T-modules; crystalline silicon solar cells; wafers; ingots and chunks; and solar lamps. CHINA CERAMICS: Delays Filing of Fiscal 2013 Annual Report ---------------------------------------------------------- China Ceramics Co., Ltd. on May 2 disclosed that on May 1, 2014 it filed a notification on Form 12b-25 with the Securities and Exchange Commission of the Company's inability to timely file its Annual Report on Form 20-F for the year ended December 31, 2013. The audit of the Company's consolidated financial statements for the year ended December 31, 2013 has not been completed. On April 30, 2014, the Company terminated the engagement of Grant Thornton (Shanghai, PRC) ("GT") as its principal independent registered public accountants. Following the GT termination, the Company engaged Crowe Horwath (HK) CPA Limited ("CHHK") as the Company's principal independent registered public accountant to audit the Company's financial statements for the fiscal years ended December 31, 2013, 2012 and 2011, as well as to perform services related to the auditing of those financial statements. The Audit Committee and the Board of Directors voted to terminate GT's engagement and to engage a new auditing firm on April 27, 2014, and on April 30, 2014 the Audit Committee and the Board of Directors approved the engagement of CHHK. CHHK was formally engaged on May 1, 2014. The Company anticipates that the completion of the audit process and subsequent filing of the 2013 Annual Report on Form 20-F will occur within ninety days of the date of this press release. Further information regarding the above-disclosed circumstances will be provided in a Report on Form 6-K which the Company intends to file within a few days. In a related event, The Nasdaq Stock Market halted trading in the Company's securities pending the issuance by Nasdaq of information requests and Nasdaq's receipt of the Company's responses to those requests. The Company intends to cooperate fully with Nasdaq's inquiry. However, based on Nasdaq's communications with the Company, the Company does not expect trading to recommence on Nasdaq until all of the Company's periodic reports have been filed. There can be no assurance that trading will recommence or when it may recommence. Moreover, it is possible that Nasdaq may seek to delist the Company's securities based upon the Company's failure to timely file its periodic reports before the Company is able to regain compliance with its reporting requirements. If there is an extended trading halt, there is a possibility that trading could occur on the OTCBB or the pink sheets. On May 1, 2014, the Company received a letter from the Director, Listing Qualifications, Nasdaq (the "Letter"), informing the Company that it no longer complies with the Nasdaq requirements for continued listing set forth in Nasdaq Listing Rule 5250(c)(1), which requires the timely filing of periodic reports. The non-compliance cited in the letter was the result of the Company's failure to timely file its Annual Report on Form 20-F for the year ended December 31, 2013. The Letter states in part that the Company has the opportunity to submit a plan prior to June 2, 2014 that addresses the details of the Company's plan to regain compliance with the Nasdaq Marketplace Rules. Further information regarding the Letter may be found in the Company's separate press release addressing the Letter that will be issued later this day and that is entitled "China Ceramics Announces Receipt of Nasdaq Non-Compliance Letter & Opportunity To Submit A Plan of Compliance." Changes In Board Constituency On April 27, 2014, following the Audit Committee determination to terminate GT and to engage a new auditing firm, William L. Stulginsky, the former Chairman of the Audit Committee, tendered his resignation as an independent director and Chairman of the Audit Committee. Following Mr. Stulginsky's resignation, the Board appointed Liu Jianwei, an independent member of the Board, to the office of the Chairman of the Audit Committee, effective immediately. Mr. Liu was appointed to the Board on January 7, 2014. Prior to this Chairmanship appointment, he served as a member of the Board's Audit Committee, Compensation Committee and Nominating Committees, respectively, and he continues to serve on each of those Committees. On April 28, 2014, Su Pei Zhi tendered his resignation as a Board member to ensure that a majority of the Board of Directors continued to consist of independent directors. As a result of the above-described changes to the Board constituency, the Board includes three independent directors, Liu Jianwei, Shen Chengliang and Cheng Yan Davis, and two executive directors, Huang Jia Dong and Su Wei Feng. Write Down of Assets in the Fourth Quarter of 2013 During the course of the preparation of its 2013 financial statements, the Company identified certain adjustments in the fourth quarter in connection with a write down of assets resulting from unused capacity at the Company's Hengdali facility. The Company's Hengdali facility utilized capacity capable of producing eight million square meters of ceramic tiles annually in 2013 out of an annual productive capacity of 30 million square meters. The Company's current estimate of the asset write-down for the fourth quarter is approximately $7.5 million. Preliminary Unaudited Financial Results for the Fourth Quarter of 2013 Revenue for the fourth quarter ended December 31, 2013 was RMB220.3 million (US$36.5 million), a decrease of 10.2% as compared to the fourth quarter of 2012. The year-over-year decrease in revenue was due to an 11.5% decrease in sales volume to 7.7 million square meters of ceramic tiles. The Company attributes its reduced revenue to improved but still recovering business conditions in China's real estate and construction sectors as a result of the difficult market conditions that began in late 2012. Gross profit for the fourth quarter ended December 31, 2013 was RMB6.4 million (US$1.1 million), a decrease of 78.2% as compared to the fourth quarter of 2012. The year- over-year decrease in gross profit margin was caused by higher raw material prices, a change in product mix towards lower profit margin products and an increased inventory provision which increased cost of sales. Of the total cost of sales for the quarter ended December 31, 2013, RMB12.7 million (US$2.1 million) related to a provision for inventory that was aging as compared to RMB3.2 million (US$0.5 million) for the quarter ended December 31, 2012. Preliminary Unaudited Financial Results for the Fiscal Year ended December 31, 2013 Revenue for the year ended December 31, 2013 was RMB932.9 million (US$151.9 million) a decrease of 35.4% as compared to RMB1,444.9 million (US$ 230.7 million) from year ended December 31, 2012. The year-over-year decrease in revenue was mainly was due to a 24.8% decrease in the sales volume of ceramic tiles to 34.7 million square meters in the year ended December 31, 2013 from 46.2 million square meters in the same period in 2012 and a 14.1% decrease in the Company's average selling price, which decreased to RMB26.9($4.4) per square meter for the year end 2013 per square meter compared to RMB31.3($5.0) per square meter for the year end 2012. The Company attributes its reduced sales volume in fiscal 2013 to the continued challenging business conditions in China's real estate and construction sector. However, the Company believes that the decrease in the pricing of its ceramic tile products is temporary and that product pricing will revert to normal levels once business conditions improve. Gross profit was RMB67.0 million (US$ 10.9 million), down 82.4% from RMB381.0 million (US$60.8 million) for the year ended December 31, 2012. The year-over-year decrease in gross profit margin was primarily driven by a decrease in its average selling price and an increase in materials and labor costs. About China Ceramics Co., Ltd. China Ceramics Co., Ltd. -- http://www.cceramics.com-- is a manufacturer of ceramic tiles in China. The Company's ceramic tiles are used for exterior siding, interior flooring, and design in residential and commercial buildings. China Ceramics' products, sold under the "Hengda" or "HD", "Hengdeli" or "HDL", the "TOERTO" and "WULIQIAO" brands, and the "Pottery Capital of Tang Dynasty" brands, are available in over 2,000 style, color and size combinations and are distributed through a network of exclusive distributors as well as directly to large property developers. CIT GROUP: 1Q Results at CEO John Thain's Firm Come Up Short ------------------------------------------------------------ Andrew R. Johnson, writing for The Wall Street Journal, reported that John Thain's bid to rebuild CIT Group Inc. suffered a setback when the business lender reported a surprise 33% drop in net income, missing analysts' estimates for the third time in five quarters. According to the report, Mr. Thain, 58 years old, joined CIT as chairman and chief executive after the bank emerged from Chapter 11 bankruptcy, still bogged down with high-cost debt. His task: cut its debt burden, boost its deposits and slim its international operations. While he has made progress on a number of fronts, the bank remains in flux, leaving investors unsure of its profit potential, the report related. CIT's first-quarter net income of 55 cents a share was 32 cents less than analysts surveyed by Thomson Reuters had projected. The lender was squeezed in two ways, the report noted. CIT continued to shrink its international operations, which boosted expenses. At the same time, the sale of a portfolio of student loans weighed on fee income. The moves weren't a surprise, but analysts had trouble forecasting their effect on CIT's results, the report added. While they are encouraged by the progress Mr. Thain is making in turning the company around, some analysts are growing frustrated with CIT's unpredictability. About CIT Group Bank holding company CIT Group Inc. and affiliate CIT Group Funding Company of Delaware LLC filed for Chapter 11 (Bankr. S.D.N.Y. Case No. 09-16565) on Nov. 1, 2009, with a prepackaged Chapter 11 plan of reorganization. Evercore Partners, Morgan Stanley and FTI Consulting served as the Company's financial advisors and Skadden, Arps, Slate, Meagher & Flom LLP served as legal counsel in connection with the restructuring plan. Sullivan & Cromwell served as legal advisor to CIT's Board of Directors. The Court validated the vote of CIT's impaired classes of creditors and confirmed the Plan on Dec. 8, 2009. The Plan provided for the conversion to equity or reinstatement of seven classes of debt issued primarily in the form of notes and debentures; one class of unsecured notes was exchanged for new debt. General unsecured creditors, including holders of claims arising from the rejection of executory contracts, were paid in full and deemed unimpaired. Holders of preferred and common stock, as well as subordinated claims, received no recovery. CIT emerged from bankruptcy protection on Dec. 11, 2009. * * * The Troubled Company Reporter, on Jan. 10, 2013, reported that Moody's Investors Service upgraded the corporate family and senior unsecured ratings of CIT Group Inc. to Ba3 from B1. Moody's affirmed the Ba3 rating assigned to CIT's senior bank credit facility. The outlook for CIT's ratings is stable. The TCR also reported on Feb. 14, 2013, that Standard & Poor's Ratings Services said that it revised the outlook on its 'BB-' long-term issuer credit rating on CIT Group Inc. to positive from stable. Standard & Poor's also said that it affirmed the 'BB-' long-term issuer credit rating on CIT. DBRS Inc., on Feb. 3, 2014, rated CIT Group Inc.'s Issuer Rating at BB with a Positive trend, considering considers CIT Group's 4Q13 results as evidencing the strength of the Company's commercial lending franchise with solid expansion in funded volumes in a highly competitive market. Moreover, despite a number of one-time items that resulted in lower YoY results, DBRS sees the Company's underlying results as sound despite the expected compression in adjusted finance margins and operating expenses that remain above Company targets. CITGO PETROLEUM: Fitch Affirms 'BB-' IDR & Revises Outlook to Neg. ------------------------------------------------------------------ Fitch Ratings has affirmed the Issuer Default Ratings (IDR) for CITGO Petroleum Corporation (CITGO) at 'BB-' and the company's senior secured ratings (including the revolver, term loans, and fixed-rate industrial revenue bonds [IRBs]) at 'BB+'. The Rating Outlook has been revised to Negative from Positive. The recent downgrade of CITGO's ultimate parent PDVSA is the main reason for the revision in Outlook at CITGO. Approximately $1.08 billion in balance sheet debt is affected by today's rating action. Key Ratings Drivers CITGO's ratings are supported by the scale and quality of the company's refining assets, with three high-complexity refineries consisting of approximately 749,000 barrels per day (bpd) of refining capacity on the Gulf Coast and Midcontinent; significant access to price-advantaged Canadian and U.S. shale crudes, resulting in strong financial performance and free cash flow (FCF); the company's export capability out of the Gulf that allows it to access higher growth markets abroad, especially distillates; the impact of recent reductions in balance sheet debt; and strong covenant protections in the senior indenture, which limit the ability of CITGO's parent to dilute CITGO's credit quality. Other considerations include the historical use of CITGO by its parent as a cash cow, and the historical volatility of refining. Linkage to PDVSA These positives are balanced by CITGO's strong operational linkage to parent Petroleos de Venezuela, S.A. (PDVSA) which is evidenced through CITGO's contracts to take approximately 250,000 bpd of PDVSA crude at its Gulf coast refineries, frequent appointment of PDVSA personnel to CITGO executive and board positions, and procurement services agreements between CITGO and PDVSA. At the end of March, Fitch downgraded the IDR of PDVSA from 'B+' to 'B' and revised its Outlook from Stable to Negative, citing PDVSA's inextricable linkage to the government of Venezuela, which in turn has experienced heightened macroeconomic instability, delays in implementation of policies to address rising inflation, distortions in the foreign exchange (FX) market and deterioration in external accounts. Favorable Crude Spreads CITGO has benefited from wide discounts associated with landlocked WTI and other interior North American crudes, as embodied in the Brent-WTI gap (average of approximately $8.00/barrel year-to-date) versus historical spreads in the +/-$3/barrel range). While this spread has narrowed considerably from the $16 - $20/barrel level seen in 2011, it remains historically wide and has provided robust cash generation for refineries positioned to take advantage of it and other discounted regional crudes. CITGO can run up to 200,000 bpd of such discounted crudes in its Gulf Coast system, and approximately 100,000 bpd of Canadian heavy crudes at its 167,000 bpd Lemont, IL refinery. It is worth noting that this spread has held up despite a flood of logistics projects that have come online to move crude to consumption centers on the coasts. Current forward prices for oil suggest that a healthy discount will continue at least over the next several years. Strong Stand-Alone Credit Metrics CITGO's credit metrics are very strong for the rating category. As calculated by Fitch, at Dec. 31, 2013, CITGO's total debt and capitalized lease obligations fell to $1.34 billion versus $1.37 billion the year prior and $2.2 billion in 2009. Debt reduction came from scheduled amortizations of the company's term loans as well as its capitalized hydrogen plant leases. EBITDA declined moderately to $1.66 billion but remained at very strong levels, resulting in debt/EBITDA leverage of just 0.8x and EBITDA/interest coverage of 11.6x. The company's free cash flow declined to - $344.9 million as of YE 2013 but this was primarily driven by a distribution to its parent PDVSA of $887 million. Absent that distribution, FCF would have been +$542 million, given CITGO's strong cash flow from operations and relatively light capex. It is important to note in this regard that CITGO's restricted payment basket caps the company to distributing cumulative net income levels. Following the $887 million distribution, the allowed dividend basket has fallen to $87 million in Q1. Looking forward, Fitch expects CITGO will be modestly FCF positive in its base case across the next two years. Liquidity CITGO's liquidity was ample at year-end 2013 and totaled $984.3 million. This included $102.3 million in cash; $739 million in availability on its main secured $750 million revolver; and $143 million in A/R Securitization availability. The company's secured revolver expires in June 2015, while its A/R Securitization facility, which has a maximum capacity of $450 million, is renewed annually. In addition to this, CITGO has $290 million in repurchased Industrial Revenue Bonds (IRBs), which were held in Treasury and can be remarketed at the company's discretion. Additional liquidity could come from the sale of other assets, or the liquidation of excess inventory (total crude + product inventories increased to 32.7 million barrels at the end of the year, versus more typical levels in the 27-28 million barrel level). Headroom on key financial covenants was good and included a debt-to-cap ratio of 32.8% (versus a 60% max), and interest coverage of 15.7x versus (versus a minimum of 3.0x). Near-term maturities are manageable, but the company has $861 million due in 2017. Other Liabilities CITGO's other obligations are manageable. The deficit on the funded status of CITGO's Pension Benefit Obligation (Pension Assets - PBO) declined to -$192.7 million from -$353.5 million the year prior. The main sources of improvement stemmed from actuarial gains, and better returns on plan assets. CITGO estimates it will contribute $68 million into qualified plans in 2014. CITGO's asset retirement obligation (ARO) was essentially unchanged at $18.76 million and was primarily linked to asbestos remediation. Rental expense for operating leases rose to $170 million in 2013 and is comprised of leases for product storage, office space, marine chartered vessels, computer equipment and equipment used to store and transport feedstocks and refined products. Covenant Protections It is important to note that there are relatively robust covenant protections in CITGO's secured debt which restrict the ability of its parent to dilute CITGO's credit quality. These include a debt/cap maximum of 60%, with a lower 55% test for purposes of making distribution to the parent; and a restricted payment basket which limits the ability of CITGO to make distributions to its parent. The $300 million in 2017 11.5% notes contain 'fall-away' covenant provisions which eliminate certain covenants in the event CITGO achieves Investment Grade status (including the restricted payment basket). These are reinstated if CITGO's debt subsequently falls back into high yield. No other portions of CITGO's debt contain such provisions. The notching between CITGO's IDR and secured ratings reflects the strength of the underlying security package, which was expanded in 2010 to include the 167,000 bpd Lemont refinery, in addition to CITGO's Lake Charles and Corpus Christi refineries, and select petroleum inventories and accounts receivables. Ratings Sensitivities Positive: Future developments that may, individually or collectively, lead to positive rating action include: -- Continued strong financial performance at CITGO centered on maintenance of low debt/EBITDA leverage ratios and continued positive FCF; -- Improved ratings at the parent level. Negative: Future developments that may, individually or collectively, lead to negative rating action include: -- A downgrade at the parent level; -- A collapse in refining fundamentals or sustained operational problem at one or more refineries; -- Weakening or elimination of key covenant protections contained in the senior secured debt through refinancing or other means. Note that this last action in particular would weaken the notching rationale between parent and subsidiary, as the ring fencing created by the secured debt covenants offer substantial protections to all CITGO debtholders. Fitch has affirmed the following: CITGO -- IDR at 'BB-'; -- Senior secured credit facility at 'BB+'; -- Secured term loans at 'BB+'; -- Secured notes at 'BB+'; -- Fixed-rate IRBs at 'BB+'. CITRUS MEMORIAL: Fitch Lowers Rating on $37.4 Million Bonds to 'C' ------------------------------------------------------------------ Fitch Ratings has downgraded the rating on approximately $37.4 million series 2002 bonds issued by the Citrus County Hospital Board (Citrus Memorial Health Foundation, Inc.) on behalf of Citrus Memorial Hospital (CMH) to 'C' from 'B-'. The bonds remain on Rating Watch Evolving. SECURITY The series 2002 bonds are secured by a pledge of gross revenues of the Foundation and a debt service reserve fund. KEY RATING DRIVERS DOWNGRADE REFLECTS POTENTIAL PAYMENT DEFAULT: The rating downgrade to 'C' reflects CMH's very limited options if the current negotiations of the sale/lease of CMH to Hospital Corporation of America (HCA) cannot be completed in a timely manner. Given a deterioration in its cash position and the violation of its days cash on hand covenant, CMH is at risk for a potential debt acceleration scenario. As of Feb. 28, 2014, CMH had $12.2 million of unrestricted cash and investments compared to $45.6 million of debt outstanding. RATING WATCH EVOLVING: The Rating Watch Evolving is maintained because if the HCA transaction is completed, CMH's bonds would be defeased, which is viewed positively. RATING SENSITIVITIES COMPLETION OF PENDING TRANSACTION: The failure to finalize the transaction with HCA would limit the options CMH has for avoiding a bankruptcy. CREDIT PROFILE Citrus Memorial Hospital is a 198-bed community hospital located in Inverness, FL, approximately 75 miles north of Tampa. In fiscal 2013 (Sept. 30 year-end), CMH had $148 million in total operating revenue. Citrus Memorial Health Foundation operates CMH under a long-term lease with CCHB. From 2009, the Foundation and CCHB have been involved in a legal dispute regarding future operational control of the facility. DEBT ACCELERATION RISK The rating downgrade to 'C' from 'B-' reflects Fitch's concern that CMH may be faced with a potential accelerated debt payment scenario, which would most likely put CMH into bankruptcy. CMH's outstanding debt as of Sept. 30, 2013 includes the $37.5 million series 2002 bonds and $8 million bank loan with BBVA. Under the bank loan with BBVA, the failure to meet its days cash on hand covenant (50 days) would be an event of default if declared by the bank. CMH obtained a forbearance agreement from BBVA that only extends until June 30, 2014 and the various terms include making progress on the HCA transaction and maintaining at least 20 days cash on hand. As of Feb. 28, 2014, Citrus had 31 days cash on hand. The 'C' rating incorporates the risk that the bank can accelerate the debt, which would cross default with the series 2002 bonds and the debt acceleration would likely leave CMH with no other options besides bankruptcy. A letter of intent (LOI) was signed by CCHB, CMHF and HCA on Jan. 10, 2014. Management is hopeful to have a signed definitive agreement (DA) with HCA in place by May 31, 2014. WEAK FINANCIAL PROFILE The rating downgrade also incorporates CMH's continued weak financial profile. Specifically, unrestricted cash and investments dropped to $12.2 million in fiscal 2014 (five-month interim) from $14.7 million in fiscal 2013. CMH's balance sheet metrics are weak at 31.2 days cash on hand, 2.9x cushion ratio, and 26.8% cash to debt, which Fitch views as a primary credit concern. Overall, Fitch believes CMH's balance sheet leaves the organization with no financial cushion. Through the same period, CMH recorded an operating loss of $1.8 million, which translated into a negative 3.1% operating margin and 3.9% operating EBITDA margin. CMH's poor profitability led to low debt service coverage by EBITDA and operating EBTIDA of 1.4x and 1.3x, respectively. DISCLOSURE CMH covenants to provide quarterly disclosure by written request to bondholders who hold more than $1 million in bonds and distributes annual financial statements to the MSRB's EMMA system. CLEAREDGE POWER: Files Chapter 11 After Closing Doors in April -------------------------------------------------------------- Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Calif. Case Nos. 14-51955, 14-51955 and 14-51960) on May 1, 2014, in San Jose. Affiliates ClearEdge Power, LLC, and ClearEdge Power International Service, LLC, are based in South Windsor, Connecticut, where the manufacturing operations are located. ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. Initial court documents indicate Judge Charles Novack was assigned to handle Power Inc.'s case, while Judge Stephen L. Johnson was assigned to Power LLC's case. Judge Arthur S. Weissbrodt was assigned to oversee Power International's case. John Walshe Murray, Esq., at Dorsey and Whitney LLP, serves as counsel to the Debtors. Power Inc. estimated $100 million to $500 million in both assets and debts. The petitions were signed by David B. Wright, chief executive officer. Hartford Business reported the Company abruptly closed its business on April 24. An attorney for the Company wrote to state officials the next day to explain that ClearEdge had been hoping to sign a significant contract with a customer, but it got delayed, creating a cash shortage for the company. ClearEdge filed a WARN Act notice with the state on April 25 that said the Company has closed and that 268 workers are affected. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that on May 2, an employee filed a class lawsuit saying he and other workers were fired en masse on April 25 without 60 days' notice required by state and federal labor laws. In a prior report, Hartford Business said Connecticut's Bond Commission early this year approved a loan package for the Company worth approximately $1.5 million. The state would forgive $650,000 of the loan if the Company retained 17 jobs and created 80 within three years. The package also included a $103,000 training grant. According to the report, Jim Watson, a spokesman for the Department of Economic and Community Development, said in the morning of April 25 that the Company had indicated earlier that month that it no longer wanted the aid package. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. The business had never turned a profit while under UTC's ownership. Finances were made private after the sale, because ClearEdge is privately held. COINFLOOR: London's Bitcoin Exchange Hopes to Avoid Mt. Gox Fate ---------------------------------------------------------------- Lisa Fleisher, writing for The Wall Street Journal, reported that a new London-based bitcoin exchange wants to prove it won't be the next Mt. Gox -- the now-bankrupt exchange of the online currency - - by challenging customers to find any whiff of a problem in its books. According to the report, the U.K. exchange, called Coinfloor, is one of the first to try to prove it is solvent by publishing a list of accounts and balances . . . encoded in a way that account holders can identify their own accounts. ?We are letting the entire world audit our books, essentially,? the Journal cited Mark Lamb, Coinfloor's chief executive, as saying. ?After the bankruptcy of Mt. Gox, we're trying to make a stand for accountability.? It is the latest example of a bitcoin business trying to calm nerves over the safety and reliability of the virtual currency, the report related. The five-year-old currency suffered a major blow in February when Japan-based exchange Mt. Gox shut down and appeared to have lost track of a half billion dollars' worth of bitcoin. Bitcoin enthusiasts say that if there were a way for customers to check in on their accounts, the problems at Mt. Gox could have been caught sooner, the report further related. Coinfloor is one of a few exchanges trying out this new method, known as ?proof of solvency.? A few days after Coinfloor published its balances, Ontario-based Vault of Satoshi did something similar. CONSTAR INT'L: Has Until July 17 to Remove Prepetition Actions -------------------------------------------------------------- The Bankruptcy Court extended until July 17, 2014, the time for Constar International Holdings, now known as Capsule International Holdings LLC, to file notices of removal of prepetition actions and related proceedings. Privately held Constar International Holdings and nine affiliated debtors filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. This is Constar International's third bankruptcy. Constar, which manufactures plastic containers, first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The 2013 petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Judge Christopher S. Sontchi oversees the 2013 case. Constar is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as Constar's claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. In February 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. The sole director of debtor Constar International U.K. Limited has appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. CP HALL: Excess Insurer Can't Intervene in Chapter 7 ---------------------------------------------------- C.P. Hall Company is a former distributor of asbestos and asbestos products. It quit that imperiled business in the mid-1980s but continued in corporate existence as a litigation shell. Tens of thousands of separate asbestos claims were filed against it. It sought to shift as much of the cost as possible to its liability insurers; and not until 2011 was it forced to declare bankruptcy, initially under Chapter 11 but the bankruptcy proceeding was later converted to Chapter 7 and a trustee was appointed. Hall had $10 million remaining in insurance coverage from one of its insurers, itself bankrupt, called Integrity. But there was a question whether Integrity's policy actually covered the loss for which Hall was seeking indemnity under the policy. The parties agreed to settle for $4.125 million, and the bankruptcy judge, whose approval was necessary for the settlement to be valid, approved it. Columbia Casualty Company is not a creditor of Hall, but rather an excess insurer of Hall's asbestos liabilities, with maximum coverage of $6 million. Columbia worries that Hall, by virtue of having settled its insurance claim against Integrity rather than persisting in the litigation in the hope of obtaining indemnity of the full $10 million, has increased the likelihood of Columbia's having to honor its secondary-coverage obligation. It therefore filed an objection to the settlement. The bankruptcy judge refused to consider the objection, on the ground that Columbia had no right to object. Columbia appealed and the district judge affirmed, precipitating Columbia's further appeal. The question presented by the appeal to the U.S. Court of Appeals for the Seventh Circuit is whether a nonparty to a bankruptcy proceeding should be entitled to intervene in the proceeding. A three-judge panel of the Seventh Circuit affirmed the District Court's ruling, holding that the list of persons having a right to appear and be heard in a bankruptcy case can't include Columbia as it is neither a creditor of Hall's estate in bankruptcy, a debtor, and, unlike the U.S. Trustee, a guardian of conduct in bankruptcy proceedings. The Seventh Circuit also pointed out that Columbia is just a firm that may suffer collateral damage from a ruling in a bankruptcy proceeding. The appeals case is IN RE: C.P. HALL COMPANY, Debtor, APPEAL OF: COLUMBIA CASUALTY COMPANY, Objector-Appellant, NO. 13-1306 (7th Cir.). A full-text copy of the opinion dated April 24, 2014, penned by Judge Richard Posner, is available at http://is.gd/8qF23Afrom Leagle.com. C.P. Hall Co. filed a Chapter 11 petition (Bankr. N.D. Ill. Case No. 11-26443) on June 24, 2011, listing under $1 million in both assets and debts. A copy of the petition is available at http://bankrupt.com/misc/ilnb11-26443.pdf DETROIT, MI: Judge Rhodes Approves Disclosure Statement ------------------------------------------------------- Judge Steven Rhodes of the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, approved on May 5 the City of Detroit's disclosure statement explaining its Fourth Amended Plan of Debt Adjustment. Judge Rhodes found that the Disclosure Statement contains "adequate information" as defined by Section 1125(a)(1) of the Bankruptcy Code. Judge Rhodes overruled all objections to the Disclosure Statement to the extent not resolved or rendered moot by the City's amendments, modifications or supplements to the Disclosure Statement. One of the major opponents of the City's Plan are its retirees who are poised to suffer cuts in health care benefits and pensions. At a City Council, retired workers urged fellow retirees to vote against the Plan although the City has settled with its retirees and agreement with a coalition of unions representing more than one-third of city workers, or about 3,500 employees, the Troubled Company Reporter previously reported, citing Bill Rochelle, the bankruptcy columnist for Bloomberg News. Under the retiree settlement, the City agreed to increase the contribution toward retirees' health benefits to $450 million from $280 million. Police and firefighters' pensions won't be cut, although cost of living adjustments will be reduced. Other city workers' pensions will be trimmed by 4.5%. Retirees and pensioners have until July 11 to return their ballots. The City's Fourth Amended Plan, dated May 5, provides that the City will distribute to the Detroit General VEBA New B Notes in the aggregate principal amount of $218 million in satisfaction of the Allowed OPEB Claims held by Detroit General VEBA Beneficiaries. The Detroit General VEBA will also be entitled to contigent additional distributions from the Disputed COP Claims Reserve. The City will distribute to the Detroit Police and Fire VEBA New B Notes in the aggregate principal amount of $232 million. Judge Rhodes will commence the hearing on plan confirmation on July 24. 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. A redlined version of the Fourth Amended Plan is available for free at http://bankrupt.com/misc/DETROITplan0505.pdf About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Reaches Pension Agreement with Retired City Employees ------------------------------------------------------------------ Lippitt O'Keefe Gornbein, PLLC on May 2 disclosed that the City of Detroit, working through federal bankruptcy mediators, has reached an agreement on the treatment of pension and healthcare benefits with the association representing retired Detroit general city employees. The Detroit Retired City Employees Association ("DRCEA") reached an agreement with the city regarding the proposed Bankruptcy Plan of Adjustment earlier on May 2. DRCEA has served the interests of thousands of Detroit retirees for decades. "We thank the mediators for their extraordinary work in reaching this milestone agreement," said Brian O'Keefe, managing partner of Lippitt O'Keefe Gornbein, PLLC. "We believe this is a favorable deal under the current situation and it further clears a path for the city to emerge from bankruptcy." Under the agreement, the city retirees will experience a 4.5 percent cut in current pension benefits, as well as a loss of cost-of-living-allowances, which can be restored depending upon the performance of the General Retirement System under the Plan of Adjustment. Retirees will also have a "meaningful voice" in governance of the General Retirement System and of a Voluntary Employees Beneficiary Association (VEBA) that is to be established. Lippitt O'Keefe Gornbein, PLLC also represented the Retired Detroit Police and Fire Fighters Association ("RDPFFA") who reached a similar agreement with the city on April 15. The RDPFFA has about 6,500 members or more than 80 percent of Detroit's retired police officers and fire fighters. The DRCEA was founded in 1960 and over the past 53 years has played an active role in improving and protecting general City retiree pensions and benefits. The DRCEA maintains a watch on the City administration, mayor, City Council and GRS board of trustees, continually monitoring actions that may affect pension or retirement benefits. The DRCEA is the City's largest employee association with almost 8,000 members, which is approximately 75 percent of Detroit's eligible general retirees. "Some will criticize the work that we have done and the recommendation that we are making, but we believe that the terms we have negotiated provide the best protections that could be obtained under the circumstances," said Shirley Lightsey, president of the DRCEA. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: May End Bankruptcy By October, Court Told ------------------------------------------------------ The City of Detroit may emerge from bankruptcy as soon as Oct. 15, the city's emergency manager said before the U.S. Bankruptcy Court for the Eastern District of Michigan, Southern Division, Kat Greene, writing for Law360, reported. Bankruptcy Judge Steven Rhodes scheduled July 24, 2014, as the date for the commencement of the hearing on the confirmation of the City's Plan of Debt Adjustment. Additional confirmation hearings, as necessary, will be on July 25, July 28-31, August 4- 8, and August 11-15. The Bankruptcy Court convened a hearing on April 28 to consider approval of the disclosure statement and gave the City until May to file a disclosure statement incorporating suggestions and rulings made during the April 28 hearing. The City, however, asked until May 5 to file the fourth amended and final disclosure statement for "reasons previously discussed with Chambers." At the April 28 hearing, the City continued to confer with the Official Committee of Retirees, the Retirement System and other parties-in-interest. The City amended Plan exhibits to incorporate results of the continued negotiations. Full-text copies of the Amended Plan Exhibits are available at http://bankrupt.com/misc/DETROITplanex0502.pdf The City continues to face objections over its Disclosure Statement. Leaders of the City said several bond investors and an insurer don't have the right to step into a fight that could make $1.4 billion of borrowed money -- including their investments -- disappear from the city's debt, Katy Stech, writing for Daily Bankruptcy Review, reported. In court papers, the city's bankruptcy lawyers argued say that both Financial Guaranty Insurance Co. and investors who extended a type of bond debt to the city gave up the right to sue over the 2005 borrowing deal when they signed their contracts, the DBR report said. That type of contractual fine print, city officials say, is meant to prevent scattered investors in municipal bond deals from overwhelming a borrower with lawsuits, the report added. To hasten the confirmation process, the City has reached settlements with a core group of creditors, including its retirees and insurers. The City has received court approval of its $85 million settlement with UBS AG and Bank of America Corp.'s Merrill Lynch Capital Services LLC to end a swaps agreement, an achievement that will allow the bankrupt city to begin collecting much-needed casino tax revenue, Law360 report related. Lisa Lambert, writing for Reuters, pointed out that the City's deals could entice other creditors toward settlements of their objections. "It should increase other unsecured creditors interest in negotiating," Matt Fabian, managing director of Municipal Market Advisors, an independent research firm, told Reuters. One of the pending dispute in the City's bankruptcy is the Detroit Water and Sewage Department's lawsuit against U.S. Bank, over $2.3 million on lawyers and financial advisers' fees. John Wisely, writing for The Detroit Free Press, said, U.S. Bank serves as trusee for the department's bonds and allegedly asked for additional fees to cover the cost of responding, but water department officials noted that water and sewer bonds were being paid in full. U.S. Bank, joined by the Ad Hoc Committee of DWSD Bondholders, argued that the fees and expenses are both necessary and reasonable in light of the facts of the case. The Trustee asserted that it has been required to render ordinary and extraordinary services and incur concomitant expenses for the benefit of DWSD holders, and the Trustee maintained that it is entitled to compensation and reimbursement of its expenses for performing its duties. The City 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; Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at MILLER, CANFIELD, PADDOCK AND STONE, P.L.C., in Detroit, Michigan. DWSD is represented by Richardo I. Kilpatrick, Esq., and Shanna M. Kaminski, Esq., at KILPATRICK & ASSOCIATES, P.C., in Detroit, Michigan. U.S. Bank is represented by David E. Lemke, Esq. -- david.lemke@wallerlaw.com -- Michael R. Paslay, Esq. -- mike.paslay@wallerlaw.com -- Ryan K. Cochran, Esq. -- ryan.cochran@wallerlaw.com -- and Courtney M. Rogers, Esq. -- courtney.rogers@wallerlaw.com -- at WALLER LANSDEN DORTCH & DAVIS, LLP, in Nashville, Tennessee; and Robert J. Diehl, Jr., Esq. -- rdiehl@bodmanlaw.com -- and Jaimee L. Witten, Esq. -- jwitten@bodmanlaw.com -- at BODMAN PLC, in Detroit, Michigan. Amy Caton, Esq. -- acaton@kramerlevin.com -- and Greg Horowitz, Esq., at KRAMER LEVIN NAFTALIS & FRANKEL, LLP, in New York; and Geoffrey T. Pavlic, Esq. -- pavlic@steinbergshapiro.com -- at STEINBERG SHAPIRO & CLARK, in Southfield, Michigan, serve as attorneys for Nuveen Asset Management, and BlackRock Financial Management, Inc., members of the Ad Hoc Bondholder Committee. William W. Kannel, Esq. -- wwkannel@mintz.com -- and Adrienne K. Walker, Esq. -- awalker@mintz.com -- at MINTZ, LEVIN, COHN, FERRIS, GLOVSKY and POPEO, P.C., in Boston, Massachusetts; and Andrew J. Gerdes, Esq. -- agerdes@gerdesplc.com -- at ANDREW J. GERDES, P.L.C., in East Lansing, Michigan, serve as attorneys for Fidelity Management & Research Company, Eaton Vance Management, and Franklin Advisers, Inc., members of the Ad Hoc Bondholder Committee. 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. DIOCESE OF HELENA: Court Okays Hiring of NAI Crowley as Realtor --------------------------------------------------------------- The Roman Catholic Bishop of Helena, Montana, sought and obtained permission from the Hon. Terry L. Myers of the U.S. Bankruptcy Court for the District of Montana to employ John H. Crowley of NAI Crowley Moore as realtor to sell the Holy Family Catholic Church property. The property is located at 4616 Gharrett Street, Missoula, Montana. The professional services that Mr. Crowley will render include advertising, listing and showing property to procure an offer to purchase. The Debtor agreed to pay a 6% commission of the sales price paid. Mr. Crowley 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. NAI Crowley can be reached at: John H. Crowley NAI CROWLEY MOORE 111 North Higgins Ave., Ste 400 Missoula, MT 59802 Tel: (406) 721-1111 Fax: (406) 721-1235 About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Paculski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. * * * Roman Catholic Diocese of Helena has asked the Bankruptcy Court to set July 24, 2014, as deadline for creditors to file proofs of sexual abuse claim. DIOCESE OF HELENA: Court Denies Hiring of H&R Realty ---------------------------------------------------- The Hon. Terry L. Myers of the U.S. Bankruptcy Court for the District of Montana denies the application of Roman Catholic Bishop of Helena, Montana to hire Shari Richter of H&R Realty LLC as realtor. The Court ruled that the submission failed to make the showing required in the Ninth Circuit for the Court to grant such extraordinary relief and denied the application, without prejudice to the Debtor filing a new application. On Apr. 17, 2014, the Debtor sought permission to employ Ms. Richter to sell a home located at 520 S. Virginia, Conrad, Montana and requested retroactive effect. In the Court ruling, the accompanying affidavit did not address the nunc pro tunc request at all. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Paculski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. * * * Roman Catholic Diocese of Helena has asked the Bankruptcy Court to set July 24, 2014, as deadline for creditors to file proofs of sexual abuse claim. DIOCESE OF HELENA: Motion for Stay Relief Denied as Moot -------------------------------------------------------- The Bankruptcy Court denied, as moot, a motion for relief from stay to continue a Montana state court litigation against the Ursuline Sisters of the Western Province. The Court said that as the parties do not dispute that the Ursuline Sisters are non-debtor defendants, there is no stay in place and, thus, nothing for the Court to "grant relief from . . . by terminating, annulling, modifying or conditioning[.]" On Feb. 28, 2014, certain Tort Claimants sought relief from the stay. As reported in the Troubled Company Reporter on March 25, 2014, an order of nuns being sued by people who claim they were sexually abused as children at the Ursuline Academy in St. Ignatius asked a federal judge to refuse a request from the victims' attorneys to proceed with their lawsuit in state court. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Paculski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. * * * Roman Catholic Diocese of Helena has asked the Bankruptcy Court to set July 24, 2014, as deadline for creditors to file proofs of sexual abuse claim. DISTRIBUTION FINANCIAL: Fitch Affirms 'BB' Rating on Class C Notes ------------------------------------------------------------------ Fitch Ratings affirms two classes of Distribution Financial Services RV/Marine Trust 2001-1, as part of its ongoing surveillance process, as follows: -- Class C notes at 'BBsf; Outlook Negative'; -- Class D notes at 'C'; RE 0%'. KEY RATING DRIVERS The transaction continues to generate negative excess spread and the class D note remains undercollateralized. Fitch expects the remaining collateral receivables will be able to pay the outstanding class C note principal in full; however, the Outlook on the class C note is Negative due to volatile ongoing loss performance. Fitch's analysis incorporated anticipated losses on defaulted collateral and took into consideration Fitch's recovery expectations, which are based on collateral-specific cash flow expectations. The resulting anticipated collateral losses were then applied to the transaction structure, enabling Fitch to assess the impact of the losses on the securities and available credit enhancement. Fitch will continue to closely monitor the performance of the transaction. Rating Sensitivity Given the low pool factor, Fitch assessed that any further increases in losses could lead to a downgrade of the class C note as a result of the note becoming further undercollateralized. DOLAN COMPANY: Plan Hearing Moved to May 27 ------------------------------------------- Neal St. Anthony, writing for Star Tribune, reported that a key hearing with respect to The Dolan Company's bankruptcy reorganization plan has been rescheduled for May 27. The U.S. Bankruptcy Court for the District of Delaware was initially slated to convene a hearing on May 1 to consider, among other things, the adequacy of the disclosure statement explaining the Debtors' Plan and the confirmation of such Plan. As reported by the Troubled Company Reporter, 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 Equity Committee also asked the Court to delay the Plan hearing. 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 Star Tribune reported that secured lenders including Bayside Capital voted on the plan, designed to reduce debt by about $100 million to $50 million by giving them all the new stock and at least $50 million in new debt. Unsecured creditors didn't vote on the plan because they will be paid in full, the company has said. Existing common and preferred shareholders would be wiped out. The report also noted that Dolan has asked the judge to disband the committee, saying the group will cause "significant harm" and "needless expenditures." 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. An Official Committee of Equity Security Holders 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. DORAL FINANCIAL: Moody's Lowers Senior Unsecured Debt Rating to C ----------------------------------------------------------------- Moody's Investors Service downgraded the senior unsecured debt rating of Doral Financial Corporation to C from Caa3. Doral Financial's lead bank, Doral Bank, is unrated. The rating agency also downgraded the senior secured bonds issued by Doral Properties, Inc. through the Puerto Rico Industrial, Tourist, Educational, Medical and Environmental Control Facilities Financing Authority (AFICA) to C from Caa3 (CUSIPs 74527BLB8, 74527BLC6, 74527BLD4, and 74527BSL9). Doral Properties, Inc. is a wholly-owned subsidiary of Doral Financial, which is legally responsible for the payments on the AFICA bonds that are currently outstanding. Ratings Rationale Moody's said the downgrade of Doral Financial's senior debt rating to C reflects a high likelihood that the company will default, combined with a low expected recovery rate for the holding company's senior creditors. The downgrade follows the company's announcement that the Federal Deposit Insurance Corporation (FDIC) will no longer allow Doral Bank to include in its Tier 1 capital certain tax receivables from the Commonwealth of Puerto Rico. Those tax receivables accounted for a high 43% of the bank's Tier 1 capital at year-end 2013. As a result, Doral Bank is no longer in compliance with its capital requirements under its 8 August 2012 Consent Order with the FDIC. Under the terms of the Consent Order, Doral Bank is required to either 1) increase its capital or 2) submit to the FDIC a contingency plan for the sale, merger, or liquidation of Doral Bank if it cannot increase its capital within 120 days. In response, the company stated in its 1 May 2014 8-K that as part of its revised capital plan, "it must seek immediate financial support from equity and debt holders and/or external sources." Moody's said that this indicates a high likelihood of default. In the event of a default, loss severity would be high for Doral Financial's creditors. DOT RESOURCES: ASC Issues Temporary MCTO After Filing Delay ----------------------------------------------------------- DOT Resources Ltd. on May 2 disclosed that a temporary Management Cease Trade Order has been issued by the Alberta Securities Commission against the Corporation's Chief Executive Officer and Chief Financial Officer as opposed to a general cease trade order against the Corporation. This MCTO prohibits trading in securities of the Corporation, whether directly or indirectly, by these individuals. As summarized in Alhambra's News Release dated April 11, 2014, this action was expected due to the delay in filing its 2013 annual audited financial statements, management's discussion and analysis and CEO and CFO certificates. Should DOT fail to file its 2013 Annual Audited Financial Statements on or before June 30, 2014, the ASC can impose a cease trade order on Alhambra such that all trading in securities of the Corporation cease for such period as the ASC may deem appropriate. Pursuant to the requirements of Section 4.4 of National Policy 12-203 - Alternative Information Guidelines, the Corporation reports the following: (i) There have been no material changes to the information contained in the Default Notice and the Corporation expects to file its 2013 Annual Audited Financial Statements on or before June 30, 2014; (ii) There have been no failures with respect to the Corporation fulfilling its stated intention of satisfying the requirements of the AIG; (iii) There has not been, nor is there anticipated to be, any specified default subsequent to the default which is the subject of the Default Notice; and, (iv) There is no other material information concerning the affairs of the Corporation that has not been generally disclosed. About DOT DOT -- http://www.dotresourcesltd.com-- is a Canadian corporation focused on exploration and development of its copper properties in central British Columbia. DOT shares trades on the TSX Venture Exchange under the symbol DOT. DPL INC: S&P Affirms 'BB' Corporate Credit Rating; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'BB' corporate credit rating on Ohio-based DPL Inc. and its subsidiary Dayton Power & Light Co. The outlook is stable. At the same time, S&P affirmed its 'BB' senior unsecured debt rating on DPL Inc. and revised the recovery rating to '3' from '4', indicating its expectation that lenders would receive meaningful recovery (50% to 70%) in the event of a payment default. "We base our ratings on DPL on the consolidated group credit profile and the application of our group ratings methodology," said Standard & Poor's credit analyst Matthew O'Neill. S&P deems DPL to be a "moderately strategic" subsidiary of AES. DPL is the holding company for regulated electric utility DP&L and unregulated energy retail marketing company DPL Energy Resources. The ratings also reflect S&P's assessment of DPL's "satisfactory" business risk profile and its "aggressive" financial risk profile. DPL's liquidity is "strong," as defined by S&P's criteria. The stable rating outlook on DPL Inc. reflects Standard & Poor's Ratings Services' baseline forecast that consolidated adjusted funds from operations (FFO) to debt will be about 9% to 10% over the next 12 to 18 months. Significant risks to the forecast include increasing competition from lower electricity prices that could materially lower DPL's profit margins and a weaker economy than S&P currently expects. S&P could lower the ratings if FFO to debt were consistently lower than 9% or the business risk profile weakened as a result of the disproportionate growth of the competitive energy business. S&P could raise the ratings if FFO to debt consistently strengthened to greater than 15% on a sustained basis, which S&P would expect to result mostly from higher electricity prices and an improved economy. EASY LIFE FURNITURE: Files for Chapter 11; To Liquidate Business ---------------------------------------------------------------- Easy Life Furniture Inc., based in Buena Park, California, filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 14-12713) on May 1, 2014, in Santa Ana, listing $1 million to $10 million in assets, and $10 million to $50 million in liabilities. Judge Catherine E. Bauer presides over the case. Ori Katz, Esq., at Sheppard, Mullin, Richter & Hampton LLP, serves as the Debtor's counsel. The petition was signed by Jimmy Hsieh, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-12713.pdf Easy Life was formed in 1996, and is majority-owned by Jimmy Hsieh with a 7% stake held by his father Robert Hsieh and smaller stakes held by a handful of other investors. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Easy Life had 30 stores at its peak but the furniture retailer now has nine in Southern California, according to the company Web site. Clint Engel, writing for Furniture Today, reported that Easy Life, a Top 100 company, intends to liquidate the 14-store business after it failed to find new investors or sell the business prior to the bankruptcy filing. Easy Life said in court documents filed May 1 that it had assets of about $6.7 million as of April 18 and debts of about $12.4 million. Its debt includes nearly $6 million in trade payables, the company said, including more than $2.2 million owed to furniture suppliers. Furniture Today said Jimmy Hsieh disclosed to the Court Easy Life was hurt by the "Great Recession," and even though the recession ended in 2009, "its after-effects and the lingering fits and starts in the economy over the past five years have dealt continuous blows to the debtor." He also disclosed that in the period leading up the filing, the company offered to sell 100% of its stock for $1 and the assumption of debts, but there were no takers. The report also said Easy Life expects going-out-of-business sales to run for a month to six weeks, as the company closes its stores in stages. It has filed a motion seeking court approval of the GOB sales. The report also noted that Easy Life said it has collected an estimated $827,000 in customer deposits and if it's able to deliver the goods, the estate will stand to collect approximately $535,000. In a GOB schedule, the retailer projects the sale to raise about $4.2 million. EDUCATION MANAGEMENT: Moody's Cuts Corp. Family Rating to 'Caa3' ---------------------------------------------------------------- Moody's Investors Service has lowered the ratings of for-profit post-secondary education company Education Management LLC, including the Corporate Family Rating ("CFR") to Caa3 from Caa1, and changed the outlook to negative from stable. The company's Speculative Grade Liquidity Rating has been lowered to SGL-4 from SGL-3. The ratings were downgraded in consideration of a financial restructuring program that the company intends to undertake, which Moody's believes could entail a distressed exchange for debt. Downgrades: Issuer: Education Management LLC Probability of Default Rating, Downgraded to Caa3-PD from Caa1-PD Speculative Grade Liquidity Rating, Downgraded to SGL-4 from SGL-3 Corporate Family Rating, Downgraded to Caa3 from Caa1 Senior Secured Bank Credit Facility due 2018, Downgraded to Caa3 (LGD4, 50%) from Caa1 (LGD4, 51%) Senior Secured Bank Credit Facility due 2016, Downgraded to Caa3 (LGD4, 50%) from Caa1 (LGD4, 51%) Senior Secured Bank Credit Facility due 2015, Downgraded to Caa3 (LGD4, 50%) from Caa1 (LGD4, 51%) Outlook Actions: Issuer: Education Management LLC Outlook, Changed To Negative From Stable Ratings Rationale On May 1, 2014, Education Management announced along with its earnings release that, due to an expected weakening in operating performance in FY and CY 2014, the company will not likely be in compliance with financial covenants as prescribed under its senior secured credit facilities for the quarter ending June 30, 2014. The company cited substantial industry headwinds and operating difficulties that are affecting its institutions as key causes for a significant drop in enrollment system-wide that the company expects to continue through the end of CY 2014. According Moody's VP-Sr. Credit Officer David Berge, "We believe the continued decline in enrollment will result in meaningful revenue and earnings deterioration." Facing a likely covenant breach, the company stated that they have engaged financial advisors to assist in efforts to re-align the company's capital structure towards one that better matches the current operating outlook. According to Berge, "based on the more than $500 million impairment charge the company took in the latest quarter, Moody's believe it is highly likely that a capital restructuring plan would involve an exchange of senior debt for a junior form of capital, possibly equity." Moody's would view a restructuring of this nature as a distressed exchange, and accordingly as an event of default. The rating also captures the ongoing challenging operating environment in the for-profit education business due to the reduced availability of student loans, negative industry press, increased regulatory risk given the company's reliance on Title IV student loans, and the unknown consequences that may ensue from lawsuits filed against the company by numerous state attorneys general. There is also the potential for increased competition from non-profit institutions. Moody's notes that the company is undertaking a review of its operations to address these challenges, focusing on process improvements and strategic changes, with a goal towards stronger student retention rates and employment prospects. While this may bolster the company's educational offering over the long run, Moody's believes that these initiatives will restrict improvements in operating performance over the near term due to the pressures they will place on enrollment growth, along with increasing costs that ensue from an enlarged scholarship program. Education Management's rating derives some support from its business position as one of the largest providers of post-secondary education in the U.S., significant scale, and the diversity of its academic programs, though its unsustainable capital structure is currently the dominant rating driver. Education Management's Speculative Grade Liquidity Rating of SGL-4 reflects Moody's assessment of a weak liquidity profile. Although the company has a sizeable cash balance estimated at almost $400 million after taking into account the $220 million draw it had made on its revolving credit facility on April 29, 2014, the company currently has no availability under the revolver as an external source of liquidity. Moreover, while cash balances will be more than adequate to cover near term operating and capital investment needs, this amount is much smaller than the approximately $1.5 billion of funded debt outstanding that will be subject to restructuring. The revolver comes due in June 2015. The negative ratings outlook reflects Moody's expectations that debt restructuring will involve an exchange of debt for junior capital. Under such a scenario, the ratings would be lowered to levels that reflect a default and estimated recovery levels. Ratings could be revised upward if the company implements a capital restructuring plan that reduces debt materially through redemption at par to current lenders, without undertaking an exchange of any of the current debt for subordinated capital, with a material improvement in liquidity. Education Management LLC, an indirect subsidiary of Education Management Corporation based in Pittsburgh, Pennsylvania, is one of the largest providers of private post-secondary education in North America. The company's education systems (The Art Institutes, Argosy University, Brown Mackie Colleges and South University) offer associate through doctorate degrees with approximately 120,000 students. Providence Equity, Goldman Sachs Capital Partners, and Leeds Equity Partners own approximately 85% of the outstanding common stock. The company reported revenues of approximately $2.4 billion for the twelve months ended March 31, 2014. ENERGETIC INC: Court Dismisses Involuntary Bankruptcy Petition -------------------------------------------------------------- Bankruptcy Judge Edward Ellington dismissed the involuntary petition against Energetic, Inc. In a hearing held on April 16, 2014, to show cause why the involuntary petition must not be dismissed, the Court found that: 1. the petitioning creditor, Lamar Ellis, failed to serve the involuntary petition on the other general partner of the Alleged Debtor as required by Federal Rule of Bankruptcy Procedure 1004; and 2. Mr. Ellis failed to cure the deficiencies contained in the notice (action required) issued to him on Jan. 14, 2014. The Court said that prior to the show cause hearing, on April 9, Mr. Ellis and Dolores Ellis filed their notice of withdrawal, without prejudice, of the filing of involuntary bankruptcy. Mr. Ellis appeared at the show cause hearing and informed the Court that he did want to withdraw the involuntary petition. About Energetic Inc. Lamar Ellis, et al., filed an involuntary Chapter 11 case against Jackson, Mississippi-based commodity broker Energetic, Inc. (Bankr. S.D. Miss. Case No. 13-03787 on Dec. 30, 2013. The Hon. Edward Ellington presided over the case. The petition was signed by Lamar Ellis, as fiduciary, conservator, and general partner of Lamelli Ltd., Partnership. ENERGY FUTURE: Final DIP Hearing Scheduled for June 5 ----------------------------------------------------- Energy Future Holdings Corp., et al., received interim authority from the U.S. Bankruptcy Court for the District of Delaware to obtain postpetition financing in the principal aggregate amount of $2.333 billion for Debtors Texas Competitive Electric Holdings Company LLC and Energy Future Competitive Holdings Company LLC. The TCEH Debtors initially requested to access $2.7 billion of the DIP Facility on an interim basis. The TCEH Debtors obtained commitments from several financial institutions for a fully, underwritten, $4.475 billion DIP financing, which consists of: (a) a revolving credit facility in an aggregate principal amount of up to $1.95 billion; (b) a term credit facility in an aggregate amount of up to $1.425 billion; (c) a delayed-drawn term credit facility in an aggregate principal amount of up to $1.1 billion; (d) obligations owed to the General Letter of Credit Issuer in an aggregate stated amount of up to $800 million; and (e) obligations owed to the RCT Letter of Credit Issuer in an aggregate stated amount of up to $1.1 billion. Citibank, N.A., serves as administrative agent and collateral agent for a consortium of lenders. The Borrower may elect that the loans comprising each borrowing bear interest at a rate per annum equal to (a) the Alternate Base Rate or (b) the Adjusted LIBO Rate, plus the Applicable Margin, subject to a floor of 0.75% per annum. TCEH and EFCH also obtained interim Court authority to use cash collateral securing their prepetition indebtedness from the Petition Date through the date which is the earliest to occur of (i) the expiration of the Remedies Notice Period, (ii) entry of a final order, or (iii) 45 days from the Petition Date. All objections, including the objection filed by Computershare Trust Company, N.A., and Computershare Trust Company of Canada, as indenture trustee for $2.156 billion in 2nd lien notes, and the ad hoc group of noteholders of approximately $2.74 billion aggregate principal amount of 10.25% Fixed Senior Notes due 2015 and 10.50%/11.25% Senior Toggle Notes due 2016, to the Interim Financing or entry of the Interim Order, to the extent not withdrawn or resolved, are overruled. The ad hoc group complained that the postpetition financing is a massive and largely unnecessary burden on the estates of the TCEH Debtors and does not satisfy the requirements of Section 364 of the Bankruptcy Code. Computershare complained that the Debtors cannot prime the EFIH 2nd lien notes, including over $700 million in prepayment premium, without showing that these claims are adequately protected. The Interim DIP Order also provides that nothing in the Interim DIP Order otherwise affect the rights and interests of TXU 2007-1 Railcar Leasing LLC under a lease dated Sept. 7, 2007, by and among TXU 2007-1 Railcar Leasing LLC and Debtor Texas Competitive Electric Holdings Company LLC, relating to 996 Aluminum Rapid Discharge IV Coal Cars. All rights of parties in interest with respect to the Railcar Lease are preserved. A separate motion for approval of DIP financing was filed by Debtors Energy Future Intermediate Holding Company LLC and EFIH Finance Inc., which obtained commitments for approximately $5.40 billion in first lien DIP financing from Deutsche Bank AG New York Branch as administrative agent for a consortium of lenders. The First Lien DIP Financing accrues interest at the Applicable Margin or the Adjusted LIBO Rate plus 2.25%, in the case of ABR Loans and 3.25 %, in the case of Eurodollar Loans, subject to a floor of 1% per annum. The proceeds of the First Lien DIP Facility will be used, in a manner consistent with the terms of the Budget: (i) first, to pay (x) transaction fees, liabilities and expenses and other administration costs and (y) the refinancing of the EFIH First Lien Secured Notes, and (ii) second, to finance any and all working capital needs and for any other general corporate purposes, and to comply with any legal and/or regulatory requirements. Peg Brickley, writing for The Wall Street Journal, reported that Judge Sontchi on May 2 granted Energy Future Intermediate permission to commit to the $5.4 billion loan. The Court has approved the DIP Facility Fee and the Ticking Fee as both terms are defined in the First Lien DIP Fee Letter, and provisions of the EFIH First Lien DIP Commitment Letter providing for the reimbursement of reasonable and documented expenses of the Commitment Parties. Stephen Goldstein, senior managing director at Evercore Group LLC, said the aggregate fees payable under the EFIH First Lien DIP Facility range from approximately 1.75% ($94.5 million) to $1.8% ($97.1 million) of the total EFIH First Lien DIP Financing commitment. Judge Sontchi's order says EFIH can't actually pay the fees until a final hearing on June 5, Bill Rochelle, the bankruptcy columnist for Bloomberg News, related. The final hearing on the DIP Financing Requests and Cash Collateral Request will be June 5, 2014, at 9:30 a.m. (prevailing Eastern time). Any objections or responses to the DIP Motion must be filed on or before May 29. The Debtors are represented by Mark D. Collins, Esq., Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware; Richard M. Cieri, Esq., Edward O. Sassower, Esq., Stephen E. Hessler, Esq., and Brian E. Schartz, Esq., at Kirkland & Ellis LLP, in New York; and James H.M. Sprayregen, P.C., Chad J. Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois. Computershare is represented by Laura Davis Jones, Esq. -- ljones@pszjlaw.com -- and Robert J. Feinstein, Esq. -- rfeinstein@pszjlaw.com -- at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware; Thomas Moers Mayer, Esq. -- tmayer@kramerlevin.com -- and Joshua K. Brody, Esq. -- jbrody@kramerlevin.com -- at Kramer Levin Naftalis & Frankel LLP, in New York; and Stephanie Wickouski, Esq. -- stephanie.wickouski@bryancave.com -- at Bryan Cave LLP, in New York. The Ad Hoc Group is represented by L. John Bird, Esq. -- lbird@foxrothschild.com -- Jeffrey M. Schlerf, Esq. -- jschlerf@foxrothschild.com -- and John H. Strock, Esq. -- jstrock@foxrothschild.com -- at Fox Rothschild LLP, in Wilmington, Delaware; Thomas E. Lauria, Esq. -- tlauria@whitecase.com -- and Matthew C. Brown, Esq. -- mbrown@whitecase.com -- at White & Case LLP, in Miami, Florida; and J. Christopher Shore, Esq. -- cshore@whitecase.com -- and Gregory M. Starner, Esq. -- gstarner@whitecase.com -- at White & Case LLP, in New York. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. The claims agent maintains a Web site at http://www.efhcaseinfo.com/ ENERGY FUTURE: Obtains Court Approval of First Day Motions ---------------------------------------------------------- Energy Future Holdings on May 2 disclosed that the U.S. Bankruptcy Court for the District of Delaware has granted the relief requested by the company in key first day motions it filed in conjunction with its voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code. "We are very pleased to have made a smooth transition into the Chapter 11 process with the approval of first day motions, including our TCEH debtor-in-possession financing, which supports the continuation of our normal day-to-day operations during the reorganization process," said John Young, president and chief executive officer of EFH. "This helps to ensure that we will continue serving our customers and providing safe, reliable energy as we restructure our balance sheet and put the company on a sustainable path for a stronger future. Operational excellence has always been the hallmark of our company, and our customers, employees and business partners can continue to count on us during this process." As part of its filing under Chapter 11 of the U.S. Bankruptcy Code, the company presented first day motions intended to support the continuation of its normal course business operations for customers, employees and retirees, vendors and suppliers, and other business partners during the reorganization. Among other things, the court granted the company's requests to continue to: Pay and provide benefits to employees. Make qualified retirement plan payments and provide medical benefits to retirees. Honor all retail customer agreements while providing excellent customer service and actively competing in the marketplace. Pay vendors, suppliers and trading counterparties in the normal manner for all goods and services provided on or after the filing date of April 29, 2014. The court also granted interim approval for the company to access $2.33 billion of its new $4.475 billion in debtor-in-possession financing for Texas Competitive Electric Holdings Company LLC. The new financing, combined with cash flow generated by ongoing operations, will be available to TCEH to help support, among other things, normal business operations during the Chapter 11 process. The TCEH financing will also permit TCEH subsidiary Luminant Mining Company LLC to grant the Railroad Commission of Texas a collateral bond in an amount equal to or in excess of Luminant Mining's current reclamation bond obligations. The company intends to continue to comply with all regulatory and tax obligations. As previously announced, EFH has entered into an agreement with certain of its key financial stakeholders to reduce its approximately $40 billion of debt, lower its annual cash interest costs and access significant additional capital. The agreement is supported by holders of approximately 41% of the value of the TCEH first lien debt, 76% of the EFIH unsecured debt, 32% of EFIH first lien debt, 35% of EFIH second lien debt and 73% of EFH unsecured debt, as well as the three private equity holders of EFH. To implement this pre-arranged restructuring plan, Energy Future Holdings Corp. and certain of its subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the Bankruptcy Court for the District of Delaware. The main case number is 14-10979. The company intends to file a plan of reorganization to implement the proposed restructuring agreement as soon as is practicable. The consummation of the plan of reorganization will entail certain regulatory approvals, including, among others, the approval of the tax-free transaction by the Internal Revenue Service and approvals by the Public Utility Commission of the State of Texas and the U.S. Nuclear Regulatory Commission. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. ENERGY FUTURE: Ch. 11 Venue Likely to Remain in Delaware -------------------------------------------------------- Energy Future Holdings Corp.'s reorganization is likely to remain in Delaware, judging by comments from law professors and initial statements by regulators in Texas, where the power company's operations and customers are located, Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported. Minutes after the power company filed its Chapter 11 petition, Wilmington Savings Fund Society, FSB, as second lien trustee, joined by the ad hoc group of holders of fixed unsecured notes and toggle unsecured notes, filed a motion asking the Delaware Bankruptcy Court to order a venue transfer of the bankruptcy cases to the Northern District of Texas. Wilmington Savings pointed out that the Debtors' only connection to Delaware is that certain of the Debtors were formed under Delaware law, although the Debtors' operations and customers are all in Texas. The Debtors, in response to Wilmington Savings' motion, said in court papers that the Delaware Bankruptcy Court is the most appropriate venue for the Chapter 11 cases and that the Debtors' choice to file their bankruptcy proceedings in the Delaware court should be afforded great weight. But regardless of the merit, or lack thereof, of Second Lien Trustee's motion to transfer venue, the Debtors agree that venue is a threshold issue and have no objection to it being heard on an expedited basis. The Energy Future case is a financial reorganization, and that's a reason for keeping it in Delaware, Jay Westbrook, who teaches bankruptcy at the University of Texas School of Law, said in an interview with Mr. Rochelle. Still, "it's a classic case that doesn't belong in Delaware," said Mr. Westbrook. Stephen J. Lubben, a corporate finance and bankruptcy specialist at Seton Hall University School of Law in New Jersey, seconded Mr. Westbrook's analysis, the Bloomberg report said. He told Bloomberg that having the case in Delaware "does comply with the current rules." The Bloomberg report related that Mr. Lubben said keeping the case in Delaware may depend on whether Texas regulators, the U.S. Trustee or another major creditor seeks to move it to Texas, although Mr. Rochelle pointed out that the first filing in bankruptcy court by the Texas Public Utility Commission suggests state regulators won't be seeking a move. The regulators said they "support the debtors' general position that these cases are designed to restructure the debtors' balance sheets and should not affect day-to-day operations," Mr. Rochelle cited. Wilmington Savings also requested to conduct discovery under Rule 2004 of the Federal Rules of Bankruptcy Procedure. The Ad Hoc Group joined the Second Lien Trustee's discovery request. The Debtors argued that the Second Lien Trustee's far-reaching discovery touches on issues that will be relevant to a much larger group of stakeholders. The Debtors proposed that the Second Lien Trustee's motion for Rule 2004 discovery proceed on a schedule that will allow all parties, including any committee, to participate and to be heard. In line with certain first-day pleadings, the Ad Hoc Group filed several notices of depositions, specifically for Paul Keglevic, Hugh E. Sawyer, and Stephen Goldstein with respect to the TCEH DIP Motion and Cash Collateral Motion, and the Debtors' Cash Management Motion. The Debtors asked the Court to quash these notices of depositions complaining that the notice fails to comply with mandatory seven-day notice requirement as it purports. The Ad Hoc Group said they would take depositions of the Debtors' officers on May 8 instead. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. The claims agent maintains a Web site at http://www.efhcaseinfo.com/ ENERGY FUTURE: Court Issues Interim Joint Administration Order -------------------------------------------------------------- Judge Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware granted on an interim basis Energy Future Holdings Corp., et al.'s motion for joint administration of their Chapter 11 cases under Case No. 14-10979. Judge Sontchi said the Chapter 11 cases are consolidated for procedural purposes only and nothing in the Order will be deemed or construed as directing or otherwise effecting a substantive consolidation of the cases. The Debtors' joint administration motion was objected to by the ad hoc group of certain holders of fixed unsecured notes and toggle unsecured notes, complaining that there are two very distinct groups of Debtors and cases that "share almost nothing in common and almost everything in conflict." The Ad Hoc Group argued that not only would their joint administration serve little legitimate purpose at this stage of the process, it would likely create true prejudice to the unsecured creditors of Debtor Texas Competitive Electric Holdings Company LLC and TCEH Finance, Inc. A final hearing will be on June 5, 2014, at 9:30 a.m. Any objections must be filed on or before May 29. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. The claims agent maintains a Web site at http://www.efhcaseinfo.com/ ENERGY FUTURE: Meeting to Form Creditors' Committee on May 12 ------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting May 12, 2014, at 10:00 a.m. in the bankruptcy case of Energy Future Holdings Corp., et al. The meeting will be held at: The DoubleTree Hotel 700 King St. The Winterthur Room Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. As of Dec. 31, 2013, EFH Corp. reported total assets of $36.4 billion in book value and total liabilities of $49.7 billion. The Debtors have $42 billion of funded indebtedness. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. The claims agent maintains a Web site at http://www.efhcaseinfo.com/ ENERGY FUTURE: Could Fetch $25BB for Luminant, TXU and Oncor ------------------------------------------------------------ Jim Fuquay, writing for the Star-Telegram, reported that analysts believe Energy Future Holdings could still be worth billions, though not nearly the $45 billion that investors paid in 2007. EFH has three big operations: -- Luminant Generation, the state's biggest power generator; -- TXU Energy, the state's largest electricity retailer; and -- Oncor Electric Delivery, which operates the power lines in a broad area that includes most of North Texas. Oncor is not part of the bankruptcy proceeding. The Star-Telegram reported that, according to various estimates, those units could bring $25 billion or more in a sale, which could be the eventual result of the bankruptcy. Those values are predicated on the appeal of landing a stake in a growing, deregulated electricity market like Texas, with its rapidly growing population and job base. The report also said EFH hopes to conclude its Chapter 11 proceeding in 11 months, but most analysts expect it to take much longer. Under the company's proposed reorganization plan, senior creditors would take possession of the Luminant and TXU Energy businesses in exchange for discharging $23 billion in debt. EFH would keep its 80% stake in Oncor under that proposal. According to the report, Andy DeVries and Charles Johnson, financial analysts for financial research firm CreditSights pegged the value of Luminant and TXU Energy together at $17.1 billion. Fitch Ratings, a debt rating agency, evaluated Luminant alone and came up with an estimate of $12.9 billion. Mr. DeVries told Bloomberg News that a $1 increase in gas prices would mean an additional $700 million in annual revenue, a 37% increase from the example above. And that would also boost the value of Luminant considerably. The report noted, however, that Texas prohibits any single generator from owning more than 20% of the capacity in its market, and Luminant is close to that ceiling. "My hope is that the assets are sold off to numerous companies. We'd have a lot more competition," said Geoffrey Gay, Esq., an attorney for an Austin-based coalition of cities, the report noted. "My fear is they'll try to sell it as one package." The report said Fitch Ratings valued TXU Energy at $2.5 billion. The report also noted that Messrs. DeVries and Johnson, the CreditSights analysts, estimated that Oncor is worth about $9.1 billion in a sale, based on its earnings and the valuations assigned to its peers around the country. Moody's Investors Service, the credit rating service, in September estimated a sale value of about $8 billion. That valuation included an overall value of $15 billion, minus $7 billion in debt. Fitch valued Oncor at about $9.4 billion. Moody's said potential buyers for Oncor include MidAmerican Energy Holdings, owned by Warren Buffett's Berkshire Hathaway; Houston-based CenterPoint Energy; Exelon; and American Electric Power. ENERGY FUTURE: S&P Lowers CCR to 'D' on Bankruptcy Filing --------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its corporate credit ratings on Energy Future Holdings Corp. (EFH), Energy Future Intermediate Holdings Co. LLC (EFIH), and Energy Future Competitive Holdings Co. LLC (EFCH) to 'D' from 'CC', following their filing for Chapter 11 bankruptcy protection. The filing affects about $40 billion in various classes of debt. The rating actions do not affect S&P's corporate credit rating on Oncor Electric Delivery Co. LLC. S&P also lowered to 'D' all debt issue ratings at EFH, EFIH, EFCH, and TCEH not already at 'D'. S&P left unchanged its recovery ratings on all debt at EFH, EFIH, EFCH, and TCEH. S&P expects to reassess recovery ratings soon to factor in DIP financing that we expect EFH or its subsidiaries to obtain. The bankruptcy filing results from TCEH's inability meet its upcoming financial obligations due to insufficient cash flow generation from its Luminant electric wholesale and TXU Retail competitive retail operations in the north Texas market. These upcoming TCEH financial obligations include debt maturities of $3.8 billion senior secured due October 2014, $3.4 billion senior notes due 2015, $1.7 billion senior toggle notes due 2016, and $16.7 billion in senior secured facilities due 2017. TCEH has good plants and competitive retail operations, and S&P thinks the Chapter 11 process will focus more on deleveraging than on improving operations. Oncor cash flow remains sound and S&P expects that Oncor will continue to grow and provide stable distributions to EFIH. EFH overall's capital structure was put in place with the leveraged buyout (LBO) of TXU Corp. in 2007 by Kohlberg Kravis Roberts, TPG Capital (formerly Texas Pacific Group), and Goldman Sachs that introduced about $30 billion in new debt, mostly on a senior secured basis at TCEH, but also a substantial amount at EFH. Over the past few years, EFH has reduced the debt burden through distressed exchanges, introduced debt at EFIH, and extended maturities to provide more time for an improvement in power prices. At the time of the LBO, a common view was that natural gas prices in 2013 and 2014 would be about $8 per million Btu. This high price of natural gas was expected to translate into high wholesale power prices, because natural gas prices usually set the electricity prices in the Texas market. Because Luminant's power plants are baseload nuclear and coal units, and as power prices rise with natural gas prices, the energy margin earned on the baseload units would rise because the nuclear and coal fuel costs would likely not rise as much. Also, EFH anticipated a robust improvement in TXU Retail performance by drawing on the competitive market skills of the new owners. S&P has left all recovery ratings unchanged, consistent with the recovery analysis it originally published on April 4, 2014 in the research update for its downgrade of TCEH's corporate credit rating to 'D'. S&P's recovery ratings at TCEH assumed a DIP structure and the information EFH has recently provide on that proposed DIP has not altered S&P's recovery ratings at TCEH. S&P's recovery ratings also assumed a DIP structure at EFIH that has different features from the one EFH is planning to use at EFIH. The new EFH information does not alter S&P's recovery ratings, but it do note that there is a possibility that EFIH's second-lien debt and EFH unsecured debt could see improved recovery prospects under the proposed restructuring support agreement. S&P will be publishing a more detailed recovery report shortly when the DIP financing details are public and reviewed by the bankruptcy court. This analysis will highlight the sensitivity of various debt instruments to alternative valuation assumptions. ENERGY FUTURE: Lasry's Credit Cabal Gets Top Gem ------------------------------------------------ Richard Bravo, writing for Bloomberg News, reported that a group of Energy Future Holdings Corp.'s unsecured bondholders including billionaire Marc Lasry's Avenue Capital Group are poised to walk off owning the most profitable asset of the bankrupt power producer after engineering a deal to avoid a free-for-all restructuring. According to the report, the value of $1.6 billion of notes held by those creditors and issued by the regulated unit of the Dallas- based company that sought Chapter 11 protection April 29 jumped by about $260 million to almost within 1 percentage point of face value after a pre-arranged bankruptcy plan was filed in federal court. The bonds have risen more than $480 million since they started climbing at the beginning of April. Avenue, York Capital Partners, GSO Capital Partners LP, Third Avenue Management LLC and P. Schoenfeld Asset Management LP held 76 percent of those securities when the former TXU Corp. filed for court protection, the report related, citing a bankruptcy document. They are slated to take control of more than half the ownership of the restructured regulated part of the power producer that includes Oncor Electric Delivery Co. Higher-priority noteholders agreed to accept new loans in exchange for their holdings or a cash payout funded by debt that will be layered onto the company. 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. On April 29, 2014, Energy Future Holdings and 70 affiliated companies sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10979) after reaching a deal with some key financial stakeholders to keep its businesses operating while reducing its roughly $40 billion in debt. The Debtors' cases have been assigned to Judge Christopher S. Sontchi (CSS). The Debtors are seeking to have their cases jointly administered for procedural purposes. EFH's legal advisor for the Chapter 11 proceedings is Kirkland & Ellis LLP, its financial advisor is Evercore Partners and its restructuring advisor is Alvarez & Marsal and its local counsel is Richards, Layton & Finger, P.A. Filsinger Energy Partners, Inc., acts as the Debtors' energy consultant, Deloitte & Touche LLP serves as the Debtors' independent auditor, KPMG is the Debtors' tax advisor. The Debtors' compensation consultant is Towers Watson & Co. PricewaterhouseCoopers serves as the Debtors' internal auditing advisor and Ernst & Young LLP serves as the Debtors' tax auditing advisor. The TCEH first lien lenders supporting the restructuring agreement are represented by Paul, Weiss, Rifkind, Wharton & Garrison, LLP as legal advisor, and Millstein & Co., LLC, as financial advisor. The EFIH unsecured creditors supporting the restructuring agreement are represented by Akin Gump Strauss Hauer & Feld LLP, as legal advisor, and Centerview Partners, as financial advisor. The EFH equity holders supporting the restructuring agreement are represented by Wachtell, Lipton, Rosen & Katz, as legal advisor, and Blackstone Advisory Partners LP, as financial advisor. Epiq Systems is the claims agent. The claims agent maintains a Web site at http://www.efhcaseinfo.com/ ENOVA SYSTEMS: Incurs $2.9 Million Net Loss in 2013 ---------------------------------------------------- Enova Systems, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.90 million on $426,000 of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $8.23 million on $1.10 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $550,000 in total assets, $6.07 million in total liabilities and a $5.52 million total stockholders' deficit. PMB Helin Donovan, LLP, in Austin, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant recurring losses and lack of working capital raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning On Dec. 12, 2012, a judgment was entered by the United States District Court Northern District of Illinois in favor of Arens Controls Company, L.L.C., in the amount of $2,014,169 regarding claims for two counts concerning i) anticipatory breach of contract by Enova for certain purchase orders that resulted in lost profit to Arens and ii) reimbursement for engineering and capital equipment costs incurred by Arens exclusively for the fulfillment of certain purchase orders received from Enova. "The Company filed an appeal of the judgment in the 7th Circuit Court of Appeals on Janunary 15, 2013. The Company believes the court committed errors leading to the verdict and judgment. However, there can be no assurance that the appeal will be successful, a negotiated settlement can be attained, or that Arens will enforce its claim in the state of California and thereby cause the Company to go into bankruptcy," the Company said in the Form 10-K. A copy of the Form 10-K is available for free at: http://is.gd/oa5xxD Amends Form 10-Q Enova Systems amended its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2013, originally filed with the U.S. Securities and Exchange Commission on Nov. 19, 2013. The Original Filing was not reviewed by the Company's Registered Independent Accounting Firm. The Amendment of the financial statements and accompanying Management's Discussion for the three and nine months ended Sept. 30, 2013, was reviewed by the Company's Registered Independent Public Accounting Firm. In addition, the Amendment reflects an assessment by the Company's management to increase the reserve for obsolete inventory by approximately $1,000,000, which resulted in a decrease in the stockholders' deficit from approximately minus $3.7 million to approximately minus $4.7 million. A copy of the Amended Form 10-Q is available for free at: http://is.gd/uEdkOr About Enova Systems Torrance, Calif.-based Enova Systems, Inc., engages in the development, design and production of proprietary, power train systems and related components for electric and hybrid electric buses and medium and heavy duty commercial vehicles. ERA GROUP: Moody's Affirms B1 CFR & Rates $200MM Sr. Notes B2 ------------------------------------------------------------- Moody's affirmed Era Group Inc.'s B1 Corporate Family Rating (CFR), B2 rating for Era's existing $200 million of senior unsecured notes and SGL-2 Speculative Grade Liquidity Rating. This action reflects Era's recent upsizing of its senior secured revolving credit facility to $300 million from $200 million. The outlook remains stable. "Moody's regards this transaction as an opportunity for Era to bolster its liquidity as it executes its conservative growth plan," commented Amol Joshi, Moody's Vice President. "This transaction puts more secured debt ahead of the unsecured bonds, however the company's helicopter fleet provides sufficient asset coverage." Issuer: Era Group, Inc. Affirmations: Corporate Family Rating, Affirm B1 Probability of Default Rating, Affirm B1-PD Senior Unsecured Regular Bond/Debenture, Affirm B2 (LGD5, 75%) Speculative Grade Liquidity Rating, Affirm SGL-2 Outlook Action: Maintain Stable Outlook Ratings Rationale The senior unsecured notes are rated B2, one notch beneath the CFR of B1, despite the increased potential priority claim of its $300 million revolver to the company's assets. Moody's believe that the B2 rating is more appropriate for the senior unsecured notes than the rating suggested by Moody's Loss Given Default Methodology because of the sufficient asset coverage provided by Era's helicopter fleet. Era's B1 CFR reflects its relatively small scale and limited operating history as a stand-alone company. Era's operations are heavily reliant on activity levels in the Gulf of Mexico (GOM), where roughly 55% of the fleet is deployed and where roughly 60% of revenues are generated. While concentration in the GOM is a significant factor in the growth objectives laid out by the company, it also exposes Era to regional event risk. Leverage at the time of its spin-off from SEACOR was high with debt to EBITDA over 4x, but has since declined slightly. Leverage is expected to remain around 4x at least through 2014 as a combination of cash flow, cash on hand, asset sales and additional bank debt may be used to fund its newbuild program while improved cash flow from the fleet additions will follow. The B1 rating also considers Era's sticky customer relationships in the oil and gas industry and its track record of operating profitably throughout commodity price cycles. Era owns the majority of its helicopter fleet which Era estimates to be worth over $900 million - this compares favorably to its debt balance of around $300 million at December 31, 2013. Because of its small scale and limited history operating as a stand-alone company, a rating upgrade is unlikely in 2014. Once Era is more seasoned, Moody's would consider an upgrade if leverage is around 3.0x, EBITDA is over $100 million, and if Moody's expects the company to generate sizeable free cash flow or diversify its end-markets. If leverage moves towards 4.5x, a downgrade would be considered as it represents a more aggressive financial policy than what is currently envisioned. Era Group Inc. has a fleet of 165 helicopters that are used to provide transportation services primarily to the offshore oil and gas industry. Era was spun out of SEACOR Holdings Inc. in early 2013. The company is headquartered in Houston, Texas. EVERGLADES RE: S&P Assigns B Rating to $1.50BB Sr. Secured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it has assigned its 'B(sf)' rating to the $1.50 billion Series 2014-1 senior secured notes issued by Everglades Re Ltd. The notes cover losses in Florida from hurricanes on an annual aggregate basis. This is the largest catastrophe bond issued to date. S&P based the rating on the lowest of the natural catastrophe risk ('B'), the rating on the assets in the reinsurance trust account ('AAAm'), and the creditworthiness of the ceding insurer. S&P do not maintain an interactive rating on the cedant, but it currently rates its bonds 'A+'. This is the third such issuance by Everglades Re Ltd. and the first with an annual aggregate trigger. These notes sit in the reinsurance layer previously covered in part by the series 2012-1 notes that matured on April 30, 2014. Through this issuance, Citizens has obtained three-year collateralized reinsurance at what S&P believes is a cost- effective level. The interest spread paid to investors on the Series 2014-1 notes is 7.50% versus 17.75% on the Series 2012-1 notes. RATING LIST New Rating Everglades Re Ltd. Sr sec notes series 2014-1 B(sf) EXIDE TECHNOLOGIES: South Coast May Pursue Lawsuit -------------------------------------------------- Bankruptcy Judge Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware approved a stipulation and agreed order regarding the lawsuit filed by South Coast Air Quality Management District against Exide Technologies. On Jan. 16, 2014, the District filed a complaint in the Superior Court of the State of California, County of Los Angeles, captioned People of the State of California ex rel South Coast Air Quality Management District. Though the lawsuit, the District sought, among other things, civil penalties of no less that $40 million from the Debtor arising from alleged air pollution and emission in the South Coast Air Basin. The debtor contested the allegation and on Feb. 14, the Debtor removed the lawsuit to the U.S. District Court for the Central District of California. The parties disagreed as to the applicability of Bankruptcy Code Section 362 to the Lawsuit, but the parties have agreed that: (i) the District may prosecute the lawsuit through and including the final judgment; and (ii) the District will not seek to collect any money judgment obtained in the lawsuit absent further order of the Court. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FAB UNIVERSAL: Receives NYSE MKT Delisting Notice ------------------------------------------------- FAB Universal on April 28 disclosed that it had received notice from NYSE MKT LLC that, indicating that the staff of NYSE MKT intends to strike the common stock of the Company from listing on the NYSE MKT by filing a delisting application with the U.S. Securities & Exchange Commission pursuant to Section 1009(d) of the NYSE MKT?s Company Guide. The Company has requested an oral hearing before an Exchange Listing Qualifications Panel to appeal the Staff?s determination. About FAB Universal Corp. Headquartered in Pittsburgh, FAB Universal Corp. -- http://www.fabuniversal.com-- is a worldwide distributor of digital media and entertainment. FAB delivers media to its customers worldwide through Intelligent Kiosks, Retail Stores and Franchises, and online through Apple iTunes and Google Android. The Company distributes billions of movie, music, podcast, TV show and other digital files to consumers in 240 countries through three business units: Digital Media Services, Retail Media Sales and Wholesale Media Distribution. Sales of digital media are generated through the kiosks networks, subscription sales for mobile devices, smartphone Apps and Netflix-like subscription models. In 2011, the Company distributed billions of downloads of copyrighted music, video games, ringtones, ebooks, movies and podcasts to over 50 million people worldwide through iPods, iPhones, iPads, iTunes, Blackberrys, Windows Phones, Androids and many other devices and destinations. FCC HOLDINGS: S&P Removes 'CCC+' Rating on CreditWatch Negative --------------------------------------------------------------- Standard & Poor's Ratings Services said it removed its 'CCC+' issuer credit and senior unsecured ratings on FCC Holdings LLC from CreditWatch with negative implications and affirmed the ratings. The outlook on the issuer credit rating is negative. S&P removed its ratings from CreditWatch negative following FCC's debtholders' agreement to lower the company's minimum tangible net worth (TNW) covenant to $100 million and the receipt of financial statements that show FCC's year-end 2013 TNW was $103.7 million. "We expect the company to remain in compliance with the amended covenant through at least the first half of 2014," said Standard & Poor's credit analyst Richard Zell. S&P had placed its ratings on FCC on CreditWatch on Nov. 19, 2013, when the company was on track to violate the previous $125 million minimum TNW covenant on its unsecured debt. The company was able to avoid the Dec. 31, 2013, TNW covenant violation by obtaining a compliance waiver. It also appeared likely that debtholders would agree to amend the covenants. However, even after the covenant was reduced to the $100 million minimum TNW threshold, S&P kept its ratings on CreditWatch negative, as it was still unclear whether FCC would be able to comply with the reduced requirement, given the large loan loss provision it announced during the fourth quarter. FCC's net revenue has been declining during the past several years as the size of the loan portfolio continues to shrink. A portion of this decline in loan balances is the result of FCC's strategic plan to exit specific loan categories not congruent with the company's asset-based lending (ABL) and factoring mission, such as loan advances secured by recurring monthly revenue contracts from alarm system providers, coupled with the company's new maximum loan limits. However, some of the shrinkage is the result of increased competition from banks and other finance companies in the ABL and factoring markets. Regardless of the reason, this decline in earning assets is constraining earnings. S&P believes that during 2014, FCC will continue to face revenue challenges, which could result in near break-even net earnings, as a best-case scenario. It is more likely that modest loan loss provisioning during 2014 will result in earnings losses and further erosion of capital. "Although we removed the ratings from CreditWatch, the outlook on FCC Holdings is negative," said Mr. Zell. "If the company is unable to curtail its recent track record of losses, it could violate the $100 million TNW covenant or be forced to ask its debtholders to grant a waiver or an amendment yet again." S&P could lower its ratings on FCC if we expect the company to violate the TNW covenant, particularly if S&P believes that debtholders are unlikely to grant the company further amendments or waivers. Given the current challenges facing FCC, S&P do not anticipate taking a positive rating action during 2014. Still, S&P could raise its rating on FCC if it can build more equity and establish a larger cushion against the minimum TNW covenant, and if S&P believes the company is unlikely to suffer the type of outsize credit losses that it has reported in recent years. FISKER AUTOMOTIVE: Creditors Seek to File Rival Payment Plan ------------------------------------------------------------ Jacqueline Palank, writing for The Wall Street Journal, reported that Fisker Automotive Inc.'s unsecured creditors say the failed hybrid auto maker's "unreasonable demands" have kept it from finalizing a creditor-payment plan, so they're looking to take matters into their own hands. According to the report, on May 2, the official committee representing Fisker's unsecured creditors filed papers asking a bankruptcy judge to terminate Fisker's control of its Chapter 11 case so they may file a Chapter 11 plan on the company's behalf. Fisker asked the court to push back a preliminary hearing on the plan to May 20 from May 6, citing its continued talks with the unsecured creditors to "resolve open comments" about the plan, the report related. But in their filing, the unsecured creditors say those talks have been "painfully difficult" and haven't resulted in a completed plan because of the "new and unreasonable demands" they say Fisker has made, the report further related. According to the creditors, those demands include a proposed $750,000 fee for the company's chief restructuring officer, as well as other terms they say "would harm general unsecured creditors." About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FREDERICK'S OF HOLLYWOOD: Amends Rule 13E-3 Transaction Statement ----------------------------------------------------------------- An amended Rule 13E-3 transaction statement was filed with the U.S. Securities and Exchange Commission by: (i) Frederick's of Hollywood Group Inc.; (ii) Philip A. Falcone; (iii) Harbinger Group Inc.; (iv) FOHG Holdings, LLC ("Parent"); (v) FOHG Acquisition Corp., ("Merger Sub") a wholly owned subsidiary of Parent; (vi) HGI Funding, LLC; (vii) Tokarz Investments, LLC; (viii) TTG Apparel, LLC; (ix) Fursa Alternative Strategies LLC; (x) Arsenal Group, LLC; (xi) William F. Harley; and (xii) Michael T. Tokarz. The Transaction Statement relates to the Agreement and Plan of Merger, dated as of Dec. 18, 2013, as amended on April 14, 2014, by and among the Company, Parent, and Merger Sub. If the conditions to the closing of the merger are either satisfied or waived, Merger Sub will be merged with and into the Company, the separate corporate existence of Merger Sub will cease and the Company will continue its corporate existence under New York law as the surviving corporation in the merger and a wholly owned subsidiary of Parent. Upon completion of the Merger, the Common Stock, other than Excluded Shares and Dissenting Shares, will be converted into the right to receive $0.27 per share in cash, without interest and less any required withholding taxes. Following the completion of the Merger, the Common Stock will no longer be publicly traded, and holders (other than the Rollover Shareholders) of the Common Stock that has been converted will cease to have any ownership interest in the Company. Concurrently with the filing of the Transaction Statement, the Company filed with the SEC a definitive proxy statement under Regulation 14A of the Exchange Act, pursuant to which the Company's board of directors is soliciting proxies from shareholders of the Company in connection with the Merger. A copy of the Amendment No.5 to Schedule 13E-3 is available for free at http://is.gd/ct8BQR Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. As of Jan. 25, 2014, the Company had $39.79 million in total assets, $69.01 million in total liabilities and a $29.22 million total shareholders' deficiency. FURNITURE BRANDS: Settlement With PBGC and Committee Approved ------------------------------------------------------------- The Bankruptcy Court has approved the settlement agreement entered into by FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc., its affiliated debtors, the official committee of unsecured creditors, and the Pension Benefit Guaranty Corporation. Andrew L. Magaziner, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, tells the Court that the settlement paves the way for the resolution of the Chapter 11 cases, leading to a liquidating Chapter 11 plan. According to Mr. Magaziner, the settlement provides for a number of benefits to holders of general unsecured claims: (a) PBGC will contribute $6 million in cash to other general unsecured creditors who (i) either vote to accept the Chapter 11 plan or do not vote to reject the plan, and (ii) do not object to confirmation of the plan; (b) PBGC will reduce its claims from $340 million to $300 million; (c) PBGC will have a claim for $2.17 million, which is secured against proceeds from the sale of the their foreign non-debtor affiliates; (d) the creditors committee and PBGC will support a liquidating Chapter 11 plan that provides for the partial substantive consolidation of Furniture Brands, thus reducing both the impact of PBGC's claims on other general unsecured creditors and the costs of administration and potential litigation; and (e) Furniture Brands' pension plan will be terminated and, subject to certain milestones, a pending action in the Eastern District of Missouri filed by PBGC to Terminate the pension plan will be dismissed with prejudice. The settlement requires that Furniture Brands promptly file a liquidating plan and they anticipate filing such a plan and related disclosure statement before the hearing on the settlement. Mr. Magaziner notes that unfunded pension obligations were one of the catalysts for commencing the Chapter 11 cases. To the extent that Furniture Brands are found to be members of a "controlled group" for purposes of the Employee Retirement Income Security Act, they would be jointly and severally liable for these unfunded pension obligations. PBGC has asserted sizeable claims against each of the 19 debtors, including: (a) a claim for $73,014,426 for unpaid premiums of which PBGC asserts that (i) $1,723,176 represents an administrative expense claim for annual premiums and (ii) $71,291,250 represents a general unsecured claim for premiums relating to the termination of the pension plan; (b) a claim for $8,325,353 for unpaid minimum funding contributions, of which PBGC asserts $570,183 is an administrative expense claim and $1,250,273 is a priority claim; and (c) a claim for $260,800,000 for unfunded benefit liabilities, of which PBGC asserts an unliquidated amount may be an administrative expense claim and/or priority claim. PBGC has also asserted a secured claim against the assets of Furniture Brands' foreign affiliates for unpaid minimum funding contributions of $2,171,338. PBGC's claims are by far the largest claims in the Chapter 11 cases. Given the size of PBGC's claims, it was apparent that it would be impossible to confirm a plan without the support of PBGC. Accordingly, extensive negotiations were sought with PBGC to resolve its claims as well as secure its support for a plan. Mr. Magaziner relates that the parties ultimately reached a global compromise that provides substantial benefit to Furniture Brands' estates. The Court's Order dated April 28 provides that any objections that the Debtors or the Committee may have regarding the nature, amount, priority or allowance of the PBGC's claims and liens, and the PBGC's defenses to any objections are preserved until entry of a final order confirming the Debtors' Chapter 11 plan. The PBGC agrees that in no event shall the aggregate of its claims against the Debtors and against the foreign non-debtor affiliates, including claims arising as a result of the termination of the Pension Plan, exceed $300,000,000 in the aggregate. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get out of bankruptcy in which it proposes to distribute cash proceeds from the liquidation of the assets of the company and its subsidiaries. The liquidating plan calls for the distribution of the cash proceeds to Furniture Brands' creditors, which include proceeds from the sale of its major assets to KPS Capital Partners' new holding company and from the sale of its remaining assets. A hearing to consider the adequacy of the Disclosure Statement will be held before Bankruptcy Judge Christopher S. Sontchi on May 29, 2014 at 2:00 p.m. (prevailing Eastern Time. FURNITURE BRANDS: China Creditors Want Committee to Share Info -------------------------------------------------------------- In November 2013, the Bankruptcy Court approved a process by which the official committee of unsecured creditors may share information with other unsecured creditors as well as maintain confidential information of FBI Wind Down, Inc., formerly known as Furniture Brands International, Inc., and its affiliated debtors. Ayesha Chacko Bennett, Esq., at Campbell & Levine, LLC, in Wilmington, Delaware, relates that the ad hoc committee of China creditors reached out to the creditors committee for more information and to offer its assistance in the Chapter 11 cases. They participated in several conference calls to request information to enable it to properly represent the China creditors' interests and meaningfully participate in the plan process and overall case. However, the creditors committee failed to respond to the request for meaningful information after repeated attempts. In that regard, the China creditors ask the Court to compel the creditors committee to share information. About Furniture Brands Furniture Brands International (NYSE:FBN) -- http://www.furniturebrands.com-- engaged in the designing, manufacturing, sourcing and retailing home furnishings. Furniture Brands markets products through a wide range of channels, including company owned Thomasville retail stores and through interior designers, multi-line/ independent retailers and mass merchant stores. Its brands include Thomasville, Broyhill, Lane, Drexel Heritage, Henredon, Pearson, Hickory Chair, Lane Venture, Maitland-Smith and LaBarge. The balance sheet at June 29, 2013, showed $546.73 million in total assets against $550.13 million in total liabilities. On Sept. 9, 2013, Furniture Brands International, Inc. and 18 affiliated companies sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-12329). Attorneys at Paul Hastings LLP and Young Conaway Stargatt & Taylor, LLP, serve as counsel to the Debtors. Alvarez and Marsal North America, LLC, is the restructuring advisors. Miller Buckfire & Co., LLC is the investment Banker. Epiq Systems Inc. dba Epiq Bankruptcy Solutions is the claims and notice agent. The official creditor's committee is comprised of the Pension Benefit Guaranty Corp., Milberg Factors Inc. and five suppliers. The Committee tapped Blank Rome LLP as co-counsel, Hahn & Hessen LLP as lead counsel, BDO Consulting as financial advisor, and Houlihan Lokey Capital, Inc., as investment banker. In November 2013, Furniture Brands won bankruptcy court approval to sell the business to KPS Capital Partners LP for $280 million. Private-equity investor KPS formed a new company named Heritage Home Group LLC to operate the business. Furniture Brands changed its name to FBI Wind Down, Inc., following the sale. Furniture Brands on April 21, 2014, filed a Chapter 11 plan to get out of bankruptcy in which it proposes to distribute cash proceeds from the liquidation of the assets of the company and its subsidiaries. The liquidating plan calls for the distribution of the cash proceeds to Furniture Brands' creditors, which include proceeds from the sale of its major assets to KPS Capital Partners' new holding company and from the sale of its remaining assets. A hearing to consider the adequacy of the Disclosure Statement will be held before Bankruptcy Judge Christopher S. Sontchi on May 29, 2014 at 2:00 p.m. (prevailing Eastern Time. GENERAL MOTORS: Recalls 57,131 SUVs Over Defective Fuel Gauges -------------------------------------------------------------- The Associated Press reported that General Motors is recalling 57,131 sport utility vehicles because the fuel gauges may show inaccurate readings. According to the report, the recall involves the Buick Enclave, Chevrolet Traverse and GMC Acadia from the 2014 model year. All of the affected SUVs were built between March 26 and Aug. 15 of 2013. GM says the engine control module software may cause the fuel gauge to read inaccurately, the report related. If that happens, the vehicle might run out of fuel and stall without warning. The company doesn't know of any crashes or injuries related to the problem, the report said. GM says dealers will reprogram the software for free, starting immediately. 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: Proposes Treating Recall Injury Victims Equally --------------------------------------------------------------- Stephanie Gleason and Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co.'s compensation expert Kenneth Feinberg is devising a plan that would compensate injury victims linked to an ignition-switch recall no matter when their accident occurred, according to a Texas attorney. Plaintiffs' attorney Bob Hilliard, who met with Mr. Feinberg, said the adviser plans to propose some form of compensation for all victims regardless of whether their accident occurred before or after GM's July 2009 bankruptcy, the Journal related. Mr. Feinberg, in a separate interview, called the meeting productive but added: "any talk of compensation is very premature. There were no substantive conclusions," the Journal further related. Amanda Bronstad, writing for The National Law Journal, related that hiring of noted claims attorney Kenneth Feinberg has raised the possibility that General Motors might set up a fund to compensate victims of accidents linked to its recent recalls, but the announcement has done little to placate the plaintiffs bar. Ms. Bronstad, citing prominent litigators, said General Motors CEO Mary Barra was evasive and provided little new information about GM?s handling of ignition switch defects that prompted recalls of 2.6 million vehicles. Feinberg, who administered compensation programs for victims of the Sept. 11, 2001, terror attacks and the Boston Marathon bombing last year, said in a prepared statement ?My mandate from the company is to consider the options for dealing with issues surrounding the ignition switch matter, and to do so in an independent, balanced and objective manner based upon my prior experience,? Ms. Bronstad cited. Aside from Mr. Feinberg, the Journal said the automaker has also said it hired an outside crisis management adviser, Jeff Eller, to help in the recall response, and Chicago attorney Anton Valukas to spearhead the internal investigation into the mishandling of the recall. The National Highway Traffic Safety Administration confirmed to the Journal that it continues to receive answers and documentation from General Motors regarding the ignition switch recall, but has yet to release a timetable on when the information will be made public. Daily Bankruptcy Review reported that a federal judge on May 2 laid out his initial views on General Motors' bid to halt class- action fraud lawsuits filed by GM owners following the auto maker's recall of 2.6 million vehicles with a faulty ignition switch. At a May 2 hearing in New York, plaintiffs' lawyer Edward Weisfelner urged a bankruptcy judge to consider initially only the issue of whether GM owners who have been financially harmed by the faulty switches had been denied due process in 2009 as part of the company's government-orchestrated 2009 bankruptcy and sale, the DBR report related. A separate Journal reported by Mike Spector related that as part of its 2009 bankruptcy proceedings, GM was allowed to leave behind legal claims by a host of car-accident victims. Among those are victims who likely suffered injuries in some of the roughly 2.6 million cars the auto maker has recalled because of faulty ignition switches, the Journal said. How GM ultimately chooses to deal with those victims or their families could create more controversy as the company, eager to move on from a $50 billion government bailout and court restructuring, reaches back into its prebankruptcy past to reassess the way motorists injured or killed because of vehicle defects were treated, the Journal report noted. Ben Klayman and Eric Beech, writing for Reuters, said General Motors has been accused by U.S. senators of "criminal" behavior and "a culture of cover-up." During a conference, Barra, who was promoted CEO in January, said "While I can't turn back the clock, as soon as I learned about the problem, we acted without hesitation." 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: High Ct. Won't Hear Appeal on Life Insurance Cuts ----------------------------------------------------------------- Dan Ivers, writing for Law360, reported that the U.S. Supreme Court declined to revive a putative class action by former General Motors Co. employees that claimed Metropolitan Life Insurance Co. improperly reduced their life insurance benefits after the automaker's 2009 bankruptcy. According to the report, filed in January, the petition sought to overturn a September decision by the Sixth Circuit affirming a lower court's dismissal of the suit alleging the insurance provider had sent the former employees a series of letters stating that their life insurance policies would remain in effect and unchanged for the rest of their lives. However, they claimed MetLife reneged on the promise when their benefits were reduced to $10,000 after GM filed for its Chapter 11 reorganization. "Each version of the plan and its accompanying summary plan description ... stated that GM 'reserves the right to amend, modify, suspend or terminate the [plan] in whole or in part, at any time,'" the Sixth Circuit panel said in its ruling, the report related. Led by lead plaintiff Merrill Haviland, the retirees initially filed suit in a Michigan state court in June 2011, but it was later moved to federal court because of their claims under the Employee Retirement Income Security Act, the report further related, citing court documents. The district court honored a request by MetLife to dismiss the action, prompting Haviland the other plaintiffs to appeal the decision to the Sixth Circuit, the report added. After it was rebuffed again, the circuit court denied a petition for an en banc rehearing, and the plaintiffs opted to take their case to the Supreme Court. The case is Merrill Haviland et al. v. Metropolitan Life Insurance Co., case number 13-905, in the Supreme Court of the United States. 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. 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: Second Recall-Linked Executive Retires ------------------------------------------------------ Jeff Bennett, writing for The Wall Street Journal, reported that the General Motors Co. engineering executive who led an inconclusive investigation into problems with ignition switches later linked to 13 deaths retired effective on May 5, the auto maker said. According to the report, Jim Federico, 56, chief engineer for the Detroit auto maker's small cars and electric vehicles, retired from the company after 36 years to pursue other interests, the company said on May 5. A GM spokesman declined to say if the retirement was connected to an internal probe over why it took near a decade to recall 2.6 million vehicles with potentially defective ignition switches and cylinders. The switches can slip to "accessory" from the "run" position, causing the cars to stall and disabling the air bags and other equipment, GM has said, the report related. The nation's largest auto maker has linked the problem to accidents that have killed at least 13 people. Plaintiffs' attorneys have argued the numbers of injured and dead are much greater. Mr. Federico is the second executive-level GM employee to suddenly retire from the company. He reported directly to Chief Executive Mary Barra for a brief time in 2011 and then was placed under engineering executive John Calabrese when the product development division was reorganized in July 2012, the report further related. That same month, Mr. Federico joined the ignition-switch investigative team. Ms. Barra has maintained she knew nothing of the switch problem until December of 2013, two months before the first recall was issued, the report added. GENERAL STEEL: Incurs $42.6 Million Net Loss in 2013 ---------------------------------------------------- General Steel Holdings, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net of $42.62 million on $2.01 billion of sales for the year ended Dec. 31, 2013, as compared with a net loss of $231.93 million on $1.96 billion of sales during the prior year. General Steel reported a net loss attributable to the Company of $102,000 on $482.21 million of sales for the three months ended Dec. 31, 2013, as compared with a net loss attributable to the Company of $49.93 million on $525.06 million of sales for the same period in 2012. As of Dec. 31, 2013, the Company had $2.70 billion in total assets, $3.19 billion in total liabilities and a $493.99 million total deficiency. "We are encouraged that we were able to deliver nearly $50 million year-over-year improvement in net income for the fourth quarter, despite a very challenging market environment," said Henry Yu, chairman and chief executive officer of General Steel. "During the fourth quarter, the average selling price of rebar decreased, while the cost of iron ore increased from a quarter ago, and as a result, our gross margin was depressed. Facing this difficult market, we proactively scaled back production and took time in December to conduct a comprehensive equipment maintenance and upgrade, as we anticipate the market will noticeably improve in 2014." A copy of the Form 10-K is available for free at: http://is.gd/Mcb66H About General Steel Holdings General Steel Holdings, Inc., headquartered in Beijing, China, produces a variety of steel products including rebar, high-speed wire and spiral-weld pipe. The Company has operations in China's Shaanxi and Guangdong provinces, Inner Mongolia Autonomous Region and Tianjin municipality with seven million metric tons of crude steel production capacity under management. For more information, please visit www.gshi-steel.com. GLYECO INC: Unit Acquires MMT Acquisition's Business ---------------------------------------------------- GlyEco Acquisition Corp. #3, a wholly-owned subsidiary of GlyeCo Inc. ("Acquisition Sub"), entered into an Asset Purchase Agreement on May 24, 2012, with MMT Technologies, Inc., pursuant to which Acquisition Sub agreed to purchase MMT Technologies' business and all of its assets. On March 21, 2014, Acquisition Sub and MMT Technologies entered into an Amendment No. 1 to Asset Purchase Agreement and correspondingly consummated the MMT Acquisition, pursuant to which Acquisition Sub acquired MMT Technologies' business and all of its assets, free and clear of any liabilities or encumbrances, consisting of MMT Technologies' equipment, tools, machinery, supplies, materials, other tangible property, inventory, intangible property, contractual rights, books and records, intellectual property, accounts receivable, goodwill, and miscellaneous assets in exchange for 204,750 shares of restricted common stock, par value $0.0001, of the Company valued at the then current fair market value of $1.03 per share. A copy of the Amendment No. 1 to Asset Purchase Agreement, dated March 21, 2014, by and among MMT Technologies, Inc. (the Seller), Otho N. Fletcher, III, Samantha Pratt (the Selling Principals), and GlyEco Acquisition Corp. #3, an Arizona corporation and wholly-owned subsidiary of GlyEco, Inc. (the Buyer) is available for free at http://is.gd/RRrQNU About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. Glyeco incurred a net loss of $1.86 million for the year ended Dec. 31, 2012, as compared with a net loss of $592,171 for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $15.55 million in total assets, $2.39 million in total liabilities, $1.17 million in redeemable series AA convertible preferred stock and $11.98 million total stockholders' equity. Jorgensen & Co., in Lehi, UT, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has not yet achieved profitable operations and is dependent on its ability to raise capital from stockholders or other sources and other factors to sustain operations. These factors, among other matters, raise substantial doubt that the Company will be able to continue as a going concern. GREEN PLAINS: S&P Assigns 'B+' CCR & Rates $225MM Sr. Loan 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Green Plains Renewable Energy Inc. At the same time, S&P assigned its 'BB' issue-level rating to Green Plains Processing's $225 million senior secured term loan B due 2020. The recovery rating is '1', indicating that lenders can expect very high (90% to 100%) recovery if a payment default occurs. The outlook is stable. The ratings reflect Green Plains' "weak" business risk and "aggressive" financial risk profiles (as S&P's criteria define the terms). Credit factors that influence the rating include the company's participation in the competitive and highly volatile ethanol industry, risk related to the government mandated renewable fuels standard, and elevated financial leverage. "These weaknesses are partially offset by the company's favorable size and asset diversity compared with industry peers, a disciplined hedging program, and a modest amount of nonethanol cash flow that helps mitigate earnings volatility," said Standard & Poor's credit analyst Nora Pickens. Green Plains is a vertically integrated ethanol producer with four operating segments: ethanol production (66% of estimated 2014 EBITDA as per S&P's base case model), corn oil production (13%), marketing and distribution (18%), and agribusiness (3%). In the ethanol production segment, Green Plains operates 12 dry mill ethanol facilities in the Midwest, with combined ethanol production capacity of 1,020 million gallons per year and distiller grain production of 2.9 million tons per year. Exposure to volatile and inconsistently correlated commodity prices on the cost (corn) and revenue (ethanol) sides of the company's margin equation lead to substantial cash flow volatility. S&P expects favorable market conditions will continue over the next 12 months, driven by low ethanol inventory levels and high sugar prices in Brazil that should lead to increased exports from the U.S. To illustrate the volatility of crush spreads, the industry benchmark returns (revenue from ethanol and dried distillers grains less input costs) over the past five years has ranged from a high of $2.18 per gallon in 2014 to a low of 20 cents per gallon in 2013. The stable outlook reflects S&P's expectation that Green Plains will maintain adequate liquidity and that fundamentals, particularly benchmark crush spreads, will remain supportive for Green Plains to maintain debt to EBITDA of about 2.5x under current market conditions and below 4x amid midcycle ethanol margins. S&P could lower the rating if industry conditions weaken materially, liquidity tightens, or if the company has unplanned downtime such that financial performance deteriorates leading to total debt to EBITDA above 5x. Given S&P's assessment of Green Plains' business risk and the industry's inherent volatility, it currently views an upgrade as unlikely unless the company embraces a substantially more conservative financial policy. GSE ENVIRONMENTAL: Files Voluntary Chapter 11 Bankruptcy Petition ------------------------------------------------------------------ GSE Environmental, Inc. filed for Chapter 11 bankruptcy protection late on May 4 as part of a restructuring support agreement with its lenders. GSE announced an agreement with its lenders to restructure its balance sheet by converting all of its outstanding first lien debt to equity, leaving the Company well-positioned for long-term growth and profitability. In order to implement the financial restructuring, GSE Environmental and most of its domestic wholly-owned subsidiaries have filed voluntary petitions for reorganization under Chapter 11 of the Bankruptcy Code in the Bankruptcy Court for the District of Delaware. In conjunction with the Chapter 11 filing, GSE Environmental entered into a restructuring support agreement with lenders who hold 100% of the Company's first lien debt. In this agreement, the lenders committed to support a restructuring transaction that will eliminate more than $172 million in debt from GSE Environmental's balance sheet. The restructuring support agreement also provides for a $45 million debtor-in-possession (DIP) financing facility to fund the Chapter 11 process. The DIP financing will provide adequate funding to meet customer, vendor, employee, and other stakeholder commitments for the duration of the restructuring process. The lender group has also committed to backstop exit financing to ensure the Company has a clear path to emergence. Chuck Sorrentino, Director, Chief Executive Officer, and President of GSE Environmental said, "GSE Environmental's board of directors and management team are pleased to have reached a recapitalization agreement with all of our first lien lenders that will reduce our debt, strengthen our balance sheet, and position us for the growth of the Company and long-term success." "We are grateful for the support of our key financial stakeholders for our business plan and restructuring. We will continue normal business operations, with no expected disruptions to our relationships with our employees, customers, business partners, or vendors. Our customers can be confident that they will continue to receive the same high quality products and industry leading services and support they are accustomed to without interruption," concluded Mr. Sorrentino. GSE Environmental plans to pay in full and in the ordinary course the Company's trade vendors that agree to return to market terms for trade credit, and the plan of reorganization also provides for a meaningful recovery for other unsecured creditors. GSE Environmental has filed customary "First Day Motions" with the Bankruptcy Court, which, if granted, will help ensure a smooth transition to Chapter 11 without business disruption and will minimize impact on its employees, customers, business partners, vendors, and suppliers. The motions are expected to be addressed promptly by the Court. The Company fully anticipates that employees will continue to receive their usual pay and health and welfare benefits and is confident that the Court will approve its request to do so. GSE Environmental's non-U.S. subsidiaries are not included in the U.S. Chapter 11 filings and will continue to operate in the ordinary course without interruption. The Company is represented by Kirkland & Ellis LLP, Alvarez & Marsal North America, LLC, and Moelis & Company. The first lien lenders are represented by Wachtell, Lipton, Rosen & Katz. Parties seeking more information about this announcement may contact GSE Environmental at (281)230-5843 or recapitalization@gseworld.com Documents relating to the Company's filing can be accessed at http://www.gseworld.com $173-Mil. Debt Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that GSE Environmental's plan will provide that holders of $173.4 million in first-lien notes will become owners of all the stock. GSE has a total of $193.1 million in secured debt. Bloomberg recounts that GSE first tried to find a new investor. The company then began looking for a buyer when no one would invest in the existing capital structure, Bloomberg said. Although a possible buyer was located, the price would pay only 70 percent of first-lien creditors' claims, the Bloomberg report added. About GSE Environmental GSE -- http://www.gseworld.com-- is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids and gases for organizations engaged in waste management, mining, water, wastewater and aquaculture. GSE has a long history of manufacturing quality geosynthetic lining systems and developing innovative products. The Company's principal products are polyethylene-based geomembranes, geonets, geocomposites, geosynthetic clay liners, concrete protection liners and vertical barriers. GSE manufactures products primarily to line or cap hazardous and non-hazardous waste landfills, contain materials generated in certain mining processes, and contain water, liquid waste and industrial products in ponds, tanks, reservoirs, sewers and canals. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the US, Chile, Germany, Thailand, China and Egypt. GSE ENVIRONMENTAL: Case Summary & 25 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor affiliates that filed for Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- GSE Environmental, Inc. 14-11126 aka Gundle/SLT Environmental, Inc. aka Gundle Environmental Systems, Inc. 19103 Gundle Road Houston, TX 77073 GSE Holding, Inc. 14-11127 GSE Environmental, LLC 14-11128 SynTec, LLC 14-11129 Type of Business: Provider of highly engineered geosynthetic containment solutions for environmental protection and confinement applications. Chapter 11 Petition Date: May 4, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Mary F. Walrath Debtors' General Counsel: Patrick J. Nash, Jr., Esq. Jeffrey D. Pawlitz, Esq. Bradley T. Giordano, Esq. KIRKLAND & ELLIS LLP 300 North LaSalle Chicago, IL 60654 http://www.kirkland.com Tel: 312.862.2000 Fax: 312.862.2200 Email: patrick.nash@kirkland.com jeffrey.pawlitz@kirkland.com bradley.giordano@kirkland.com Debtors' Local Counsel: Laura Davis Jones, Esq. Timothy P. Cairns, Esq. PACHULSKI STANG ZIEHL & JONES LLP 919 North Market Street, 17th Floor Wilmington, DE 19801 http://www.pszjlaw.com Tel: 302.652.4100 Fax: 302.652.4400 Email: tcairns@pszjlaw.com ljones@pszjlaw.com Debtors' Restructuring Dean Swick Advisors: ALVAREZ & MARSAL LLC 700 Louisiana Street, Suite 900 Houston, TX 77002 http://www.alvarezandmarsal.com Tel: 713.571.2400 Fax: 713.547.3697 Email: dswick@alvarezandmarsal.com Debtors' Financial MOELIS & COMPANY LLC Advisor and Investment Banker: Debtors' Claims PRIME CLERK LLC and Noticing Agent: Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million As of the Petition Date, the Debtors had approximately $193.1 million in principal amount of funded debt, including approximately $18 million of Super Priority Credit Facility obligations, approximately $173.4 million of First Lien Credit Facility obligations, and approximately $1.7 million of capital lease obligations. The petitions were signed by Charles A. Sorrentino, president and chief executive officer. Consolidated List of Debtors' 25 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Formosa Plastic Corp. USA Trade Payable $4,133,597 Attn: Robert F. Kelly - Vice President 9 Peach Tree Hill Road Livingston, NJ 07039 Tel: 973-992-2090 Fax: 973-992-9627 Email: employment@fpcusa.com Tenax Corporation Trade Payable $826,796 Attn: Robert D. Kilpatrick - Vice President 4800 East Monument Street Baltimore, MD 21205 Tel: 410-522-7000 Fax: 410-522-7015 Email: info@us.tenax.com Total Petrochemicals & Trade Payable $767,440 Refining USA, Inc. Attn: Elizabeth Matthews - eneral Counsel 1201 Louisiana Street, Suite 1800 Houston, TX 77002 Tel: 713-483-5000 Fax: 713-483-5466 Email: publicaffairs@total.com Tensar International Corporation Trade Payable $710,521 Attn: Rob Briggs - General Counsel 2500 Northwinds Parkway, Suite 500 Alpharetta, GA 30009 Tel: 770-344-2090 Fax: 770-344-2089 Email: web@tensarcorp.com Propex Operating Company, LLC Trade Payable $378,238 Attn: John Stover - General Counsel 1110 Market St., Suite 300 Chattanooga, TN 37402 Tel: 800-621-1273 Fax: 423-899-5005 Email: todd.gerrez@propexglobal.com Beaulieu Group, LLC Trade Payable $224,501 BPM Minerals LLC Trade Payable $190,712 Plastics Color Corporation of Ill. Trade Payable $156,567 GlobalTranz Enterprises, Inc. Trade Payable $131,729 BNSF Logistics International, Inc. Trade Payable $130,345 Unipetrol RPA, S.R.O. Trade Payable $123,375 Ingenia Polymers Trade Payable $123,018 Carpet & Rug Backing & Supplies, Inc.Trade Payable $91,467 Sirius Solutions Trade Payable $91,232 Total Industrial Services Trade Payable $61,853 Specialties, Inc. Standard & Poor's Trade Payable $60,697 Alabama Carriers, Inc. Trade Payable $55,175 EnviroCon Systems, Inc. Trade Payable $54,297 Atlantic Packaging Trade Payable $44,865 Allpart Supply Trade Payable $41,560 BNSF Railway Company Trade Payable $41,287 Brown, Ralph And Sonya Litigation Undetermined Crumbley, Lynn Litigation Undetermined Flores, Francisca Litigation Undetermined Webester, Lee Litigation Undetermined GUIDED THERAPEUTICS: Incurs $10.4 Million Net Loss in 2013 ---------------------------------------------------------- Guided Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common stockholders of $10.39 million on $820,000 of contract and grant revenue for the year ended Dec. 31, 2013, as compared with a net loss of $4.35 million on $3.33 million of contract and grant revenue during the prior year. As of Dec. 31, 2013, the Company had $3.31 million in total assets, $3.42 million in total liabilities and a $107,000 total stockholders' deficit. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised by the end of the second quarter of 2014, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support and additional NCI, NHI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/uSdni8 About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. GUITAR CENTER: Suspending Filing of Reports with SEC ---------------------------------------------------- Guitar Center, Inc., filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of its 11.50 percent senior notes due 2017. As a result of the Form 15 filing, the Company will not anymore be obligated to file periodic reports with the SEC. About Guitar Center Guitar Center, Inc., headquartered in Westlake Village, Cal., is the largest musical instrument retailer with 312 stores and a direct response segment, which operates its Web sites. It operates three distinct musical retail business - Guitar Center (about 70% of revenue), Music & Arts (about 7% of revenue), and Musician's Friend (its direct response subsidiary with 24% of revenue). Total revenue is about $2 billion. Guitar Center disclosed a net loss of $72.16 million in 2012, a net loss of $236.93 million in 2011 and a $56.37 million net loss in 2010. Bankruptcy Warning "If our cash flows and capital resources are insufficient to fund our and Holdings' debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional capital or restructure or refinance our and Holdings' indebtedness. We cannot provide any assurance that we would be able to take any of these actions, that these actions would be successful and permit us to meet our and Holdings' scheduled debt service obligations or that these actions would be permitted under the terms of our and Holdings' existing or future debt agreements. In the absence of such operating results and resources, we could face substantial liquidity problems and might be required to dispose of material assets or operations to meet our and Holdings' debt service and other obligations. Our senior secured credit facilities and the indentures that govern the notes will restrict our ability to dispose of assets and use the proceeds from the disposition. We may not be able to consummate those dispositions or to obtain the proceeds which we could realize from them and these proceeds may not be adequate to meet any debt service obligations then due. If we cannot make scheduled payments on our and Holdings' debt, we will be in default and, as a result: * our and Holdings' debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our senior secured credit facilities could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the period ended Dec. 31, 2012. * * * The Troubled Company Reporter, on March 27, 2014, reported that Standard & Poor's Ratings Services lowered its corporate credit rating on Westlake Village, California-based Guitar Center Holdings Inc. to 'CC' from 'CCC+'. The outlook is negative. As reported in the TCR on Feb. 28, 2011, Moody's Investors Service affirmed Guitar Center's Caa2 Corporate Family Rating and the $622 million existing term loan rating of Caa1 due October 2014. The Probability of Default Rating was revised to Caa2/LD from Caa2 while the Speculative Grade Liquidity assessment was changed to SGL-2 from SGL-3. The rating outlook remains stable. The Caa2/LD Probability of Default rating reflects Moody's view that the extended deferral of interest on the Holdco notes constitutes a distressed exchange under Moody's definition and also anticipates that additional exchanges of this nature are possible over the near term. The Limited Default designation was prompted by the company's executed amendment of the HoldCo notes, which allows for a deferral of 50% of the interest payments for 18 months. Moody's views this as a distressed exchange that provides default avoidance. This LD designation applies to the proposed follow-on amendment to defer the HoldCo note interest payments by another six months. Subsequent to the actions, Moody's will remove the LD designation and the PDR will be Caa2 going forward. As reported by the TCR on May 30, 2013, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Westlake Village, Calif.-based Guitar Center Holdings Inc. to 'CCC+' from 'B-'. "Our rating action reflects our view that the company's financial commitments are not sustainable in the long term given weaker than expected performance over the past two quarters," said credit analyst Mariola Borysiak. HDOS ENTERPRISES: May Sell Assets and Inventory to Fred Bush ------------------------------------------------------------ The Bankruptcy Court has authorized HDOS Enterprises to sell assets and inventory or, alternatively, abandon personal property assets which remain in any of its closed stores to Fred Bush & Associates for a fixed price of $17,500 with no auction or overbid. The Court also granted the Debtor's motion which was modified to (i) limit the property to be sold to Fred Bush & Associates which were held in the Debtor's three Phoenix area, Arizona stores; and (ii) fix the rejection of the leases pertaining to those stores to 11:59 p.m., local time on Feb. 28, 2014. As reported in the Troubled Company Reporter on March 4, 2014, according to the Debtor's counsel, J. Bennett Friedman, Esq., at Friedman Law Group, P.C., in Los Angeles, California, the purchaser and the purchase price were the result of a great deal of condensed effort by the Debtor and its counsel to locate a liquidator to remove and sell the items from the 15 store locations that were rejected by the Debtor on Feb. 11, 2014. Mr. Friedman said 13 of the closed stores have appliances, inventory and equipment. Mr. Friedman asserted that retention of the personal property will impel an ongoing surcharge, and that charge will, at least arguably, be entitled to administrative expense priority. As reported in the TCR on April 2, 2014, the Court approved a stipulation among: (1) HDOS Enterprises; (2) Torrey Pines Bank; (3) creditors Christopher J. Witczak, Linda A. Witczak, Larry R. Yoachum, and Rosa Yoachum; and (4) CAPREF Lloyd Center LLC. The bank and the creditors assert a security interest in and lien on all of HDOS's personal property, including a store in Oregon known as Lloyd Center, which HDOS has leased from CAPREF. In February 2014, HDOS advised CAPREF that it was vacating the store and was abandoning any remaining fixtures, furniture and equipment. The purpose of the stipulation is to clarify matters with respect to disposing of some remaining property in the lease. In the stipulation, the parties agree, among other things, that: (a) the bank and creditors do no assert a security interest in or lien on the lease; and (b) any furniture, fixtures or equipment remaining in the store is deemed abandoned to CAPREF free and clear of all liens and claims. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HERON LAKE: Plans to Redeem Outstanding 7.25% Secured Notes ----------------------------------------------------------- Heron Lake BioEnergy, LLC, has given notice of its intention to redeem all of the outstanding 7.25 percent Subordinated Secured Notes due 2018 pursuant to the "optional redemption" right in the indenture governing the Notes. A notice of redemption will be distributed to all registered holders of the Notes. The notice of redemption provides that any Notes outstanding on July 1, 2014, will be redeemed in cash for 100 percent of the principal amount, plus accrued and unpaid interest to, but excluding, the redemption date. On and after the redemption date, the Notes will no longer be deemed outstanding, interest will cease to accrue thereon and all rights of the holders of the Notes will cease, except for the right to receive the redemption price. In lieu of redemption, holders of the Notes may elect at any time prior to 5:00 p.m. Central time on June 20, 2014, to convert their Notes into capital units of the Company (either Class A or Class B units). The conversion rate is $0.30 per unit. As of May 2, 2014, there was $4.143 million aggregate principal amount of the Notes outstanding. If all of the holders of the Notes called for redemption elect to convert their Notes, the Company will issue an additional 13,810,000 units in connection with the conversion of the Notes. To the extent holders of the Notes do not elect to convert their Notes called for redemption prior to the redemption date, the Company expects to use a combination of cash, cash equivalents and borrowings under its credit facilities to fund the redemption price. Copies of the Officers Certificate and Notice of Redemption and additional information relating to the redemption or conversion of the Notes may be obtained from US Bank National Association, Attention: Heron Lake BioEnergy Administrator, 60 Livingston Avenue, EP-MN-WS3C, St. Paul, MN 55107-2292. About Heron Lake Heron Lake BioEnergy, LLC, operated a dry mill, coal fired ethanol plant in Heron Lake, Minnesota. After completing a conversion in November 2011, the Company is now a natural gas fired ethanol plant. Its subsidiary, HLBE Pipeline Company, LLC, owns 73 percent of Agrinatural Gas, LLC, the pipeline company formed to construct, own, and operate a natural gas pipeline that provides natural gas to the Company's ethanol production facility through a connection with the natural gas pipeline facilities of Northern Border Pipeline Company in Cottonwood County, Minnesota. Its subsidiary, Lakefield Farmers Elevator, LLC, has grain facilities at Lakefield and Wilder, Minnesota. At nameplate, the Company's ethanol plant has the capacity to process approximately 18.0 million bushels of corn each year, producing approximately 50 million gallons per year of fuel-grade ethanol and approximately 160,000 tons of distillers' grains with soluble. Heron Lake reported net income of $2.26 million on $163.76 million of revenues for the year ended Oct. 31, 2013, as compared with a net loss of $32.35 million on $168.65 million of revenues for the same period a year ago. The Company's balance sheet at Oct. 31, 2013, showed $60.79 million in total assets, $33.24 million in total liabilities and $27.55 million in total members' equity. Boulay PLLP, in Minneapolis, Minnesota, issued a "going concern" qualification on the consolidated financial statements for the year ended Oct. 31, 2013. The independent auditors noted that the Company has incurred losses due to difficult market conditions and had lower levels of working capital than was desired. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company has entered into an amended and restated master loan agreement with AgStar Financial Services, PCA, under which the Company has two forms of debt as of Oct. 31, 2013, a term note and a revolving term note. The Company's total indebtedness to AgStar as of Oct. 31, 2013, was approximately $22.6 million, consisting of approximately $16.6 million under the term note and approximately $6 million under the revolving term note. The Company's loan agreements with AgStar are secured by substantially all business assets and are subject to various financial and non-financial covenants that limit distributions and debt and require minimum debt service coverage, net worth, and working capital requirements. The Company was in compliance with the covenants of its loan agreements with AgStar as of Oct. 31, 2013. In the past, the Company's failure to comply with the covenants of the master loan agreement and failure to timely pay required installments of principal has resulted in events of default under the master loan agreement, entitling AgStar to accelerate and declare due all amounts outstanding under the master loan agreement. "If AgStar accelerated and declared due all amounts outstanding under the master loan agreement, the Company would not have adequate cash to repay the amounts due, resulting in a loss of control of the Company's business or bankruptcy," the Company said in its Annual Report for the year ended Oct. 31, 2013. HIGH MAINTENANCE: Plan Hearing Continued to May 12 -------------------------------------------------- The Bankruptcy Court in Corpus Christi, Texas, will hold a hearing May 12 at 10 a.m. to consider confirmation of the Chapter 11 exit plan of High Maintenance Broadcasting LLC and GH Broadcasting Inc. The Court will also consider at the hearing the Debtors' request for an extension of their exclusivity periods. The Bankruptcy Court approved the First Amended Disclosure Statement explaining the Debtors' First Amended Joint Plan of Reorganization in an Order dated Jan. 29. The Court initially set the confirmation hearing for Feb. 18 at 9 a.m. Central Time. The hearing was then reset to March 28. The Jan. 29 Disclosure Statement Order required confirmation objections to be filed by Feb. 13. Plan votes were due Feb. 14. A report summarizing the vote tabulation for the Plan was to be filed Feb. 17. Neligan Foley LLP, the Debtors' counsel, was authorized to act as balloting agent. The Plan, originally filed on Jan. 6, was the product of mediation held in October last year among the Debtors; their noteholders, which serve as the largest creditor constituency; and their equity owners. The mediation resulted in a mediated term sheet that set forth the framework for a consensual plan. The Debtors' Plan provided for the substantive consolidation of the estates, and all classes of Claims will be paid as if the Debtors were a single enterprise. On Feb. 13, the noteholders filed a limited objection to the Plan, saying the Debtors should not be substantively consolidated. The noteholders said the mediated term sheet does not provide for substantive consolidation and that consolidation would be unfair to creditors. On Feb. 14, the Debtors filed papers seeking continuation of the Confirmation hearing date to "a date convenient to the Court" to allow the parties to reach a consensual resolution of the Noteholders' objection or, if necessary, to prepare for a contested confirmation hearing. At the same time, the Debtors asked the Court to move the exclusivity period to file a Plan, which was slated to expire March 7. In their request, the Debtors sought a 30-day continuance of the confirmation hearing date and the exclusive plan filing period. Summary & Outline of Plan The Plan contemplates that in exchange for the exit capital contribution of $250,000, ownership and control of the Debtors will be transferred to Corpus 18 LLC on the plan effective date. Within three years from the effective date, the Debtors will market and sell their assets and distribute the sale proceeds to creditors and interest holders. The Debtors believe the sale proceeds will be sufficient to pay all claims infull but there are no guarantees or assurances as to the price at which the Debtors will be able to sell their assets. The Debtors will fund the Plan using cash on hand, cash arising from operation and sale of assets, the exit capital contribution, and $250,000 in exit loans, and any cash generated on or after the effective date, including recoveries from prosecution of causes of action. The noteholders will finance the exit loans. Under the Plan, General Unsecured Claims Against HMB, estimated to total $13.52 million, and General Unsecured Claims Against GHB, estimated to total $11.06 million, will initially be paid interests until the sale of the Debtors' assets are consummated. Upon the closing of the sale, holders of General Unsecured claims will receive, in full satisfaction of the Claim, a pro rata share of the so-called General Unsecured Sale proceeds. Equity interests in the Debtors will be cancelled and the equity holders will receive their pro rata share of the sale proceeds after other claims are paid. Prior to the bankruptcy filing, the Debtors attempted to sell their assets and in March 2012 struck a sale agreement for $8.5 million with affiliates of London Broadcasting Company Inc. The buyers failed to close the sale. The Debtors have sued the buyers for breach. The Debtors are also embroiled in pre-bankruptcy litigation with the noteholders, for alleged "fraudulent inducement" in connection with HMB's purchase of KUQI-TV. The noteholders have sued the Debtors' guarantors to recover the full amount due under the amended senior notes. Corpus 38 financed HMB's purchase of KUQI- TV under the terms of an original note in the face amount of $6.3 million. The noteholders declared the Debtors in default under the Note. A copy of the First Amended Disclosure Statement explaining the Plan is available at no extra charge at: http://bankrupt.com/misc/HIGHMAINTENANCEAmendedDS.pdf About High Maintenance Broadcasting and GH Broadcasting High Maintenance Broadcasting LLC owns and operates full power television station KUQI-TV (Channel 38), which is licensed in Corpus Christi, Texas, and is primarily affiliated with the Fox TV network. It also owns the FCC license to operate the station as well as domain name kuquitv.com. GH Broadcasting Inc. owns and operates two lower-power TV broadcast stations KXPX (Channel 14) and KTOV (Channel 21), which are licensed in Corpus Christi, as well as related equipment and FCC licenses for those stations. On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. An involuntary petition under Chapter 11 of the U.S. Bankruptcy Code was also filed against GH Broadcasting, Inc., on July 2, 2013. GH Broadcasting owns and operates television broadcast stations KXPX CA and KTOV LP, which are licensed in Corpus Christi, Texas. On July 24, 2013, the Debtors filed responses to the involuntary petition, in which they assented to the entry of an order for relief. The Court entered on July 25, 2013, consensual orders for relief in each of the Debtors' cases. On Aug. 1, 2013, the Court entered an order for the joint administration of the cases. The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D. Gaither, Esq., at Neligan Foley LLP. The noteholders include Robert Behar, Estrella Behar, Leibowitz Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four, LLC. The noteholders are represented by Ronald A. Simank, Esq., at Schauer & Simank, P.C. HIGH MAINTENANCE: Hires Wilkinson Barker as FCC Counsel ------------------------------------------------------- High Maintenance Broadcasting LLC and GH Broadcasting Inc. seek authority from the Bankruptcy Court to employ Wilkinson Barker Knauer LLP as special counsel related to Federal Communications Commission matters. The Debtors need the firm to provide assistance with the various FCC filings, advice regarding compliance with FCC rules and regulations, and assistance in the renewal of the FCC licenses for 2014. Wilkinson Barker was initially hired in the ordinary course in September 2013. The order authorizing the firm's employment was capped at $5,000 per month during the 2013 and $2,500 per month thereafter. The Debtors note that their joint plan of reorganization provides for the transfer of the FCC licenses to a third party, which requires FCC approval. FCC license renewal applications for the Debtors' licenses also were due April 1. The Debtors said the firm's fees have exceeded the $2,500 monthly cap. Hence, they filed a request for the firm's retention as special FCC counsel. Robert D. Primosch, a partner at Wilkinson Barker, will lead the engagement. He charges $475 per hour. Rosemary C. Harold, Esq., bills $440 an hour while Karla Huffstickler, a paralegal, bills $215 per hour. The Debtors believe the firm is a "disinterested person" as defined in Sec. 101(14) of the Bankruptcy Code. About High Maintenance Broadcasting and GH Broadcasting High Maintenance Broadcasting LLC owns and operates full power television station KUQI-TV (Channel 38), which is licensed in Corpus Christi, Texas, and is primarily affiliated with the Fox TV network. It also owns the FCC license to operate the station as well as domain name kuquitv.com. GH Broadcasting Inc. owns and operates two lower-power TV broadcast stations KXPX (Channel 14) and KTOV (Channel 21), which are licensed in Corpus Christi, as well as related equipment and FCC licenses for those stations. On June 17, 2013, an involuntary petition for relief (Bankr. S.D. Tex. Case No. 13-20270) was filed against High Maintenance by Robert Behar, Estrella Behar, Leibowitz Family, Pedro Dupouy, Latin Capital, Pan Atlantic Bank & Trust, Ltd., Sumit Enterprises, LLC, Jose Rodriguez, Leon Perez, Jays Four, LLC, Benjamin J. Jesselson, Jesselson Grandchildren, Joseph Kavana, Sawicki Family, Shpilberg Mgmt, Saby Behar Rev, Morris Bailey pursuant to section 303 of the Bankruptcy Code. An involuntary petition under Chapter 11 of the U.S. Bankruptcy Code was also filed against GH Broadcasting, Inc., on July 2, 2013. GH Broadcasting owns and operates television broadcast stations KXPX CA and KTOV LP, which are licensed in Corpus Christi, Texas. On July 24, 2013, the Debtors filed responses to the involuntary petition, in which they assented to the entry of an order for relief. The Court entered on July 25, 2013, consensual orders for relief in each of the Debtors' cases. On Aug. 1, 2013, the Court entered an order for the joint administration of the cases. The Debtors' counsel are Patrick J. Neligan Jr., Esq., and John D. Gaither, Esq., at Neligan Foley LLP. The noteholders include Robert Behar, Estrella Behar, Leibowitz Family Broadcasting, LLC, Lermont Trading, Ltd., and Jays Four, LLC. The noteholders are represented by Ronald A. Simank, Esq., at Schauer & Simank, P.C. HORIZON LINES: Incurs $14.1 Million Net Loss in Fourth Quarter -------------------------------------------------------------- Horizon Lines, Inc., reported a net loss of $14.15 million on $255.37 million of operating revenue for the quarter ended Dec. 22, 2013, as compared a net loss of $17.97 million on $259.82 million of operating revenue for the quarter ended Dec. 23, 2012. For the year ended Dec. 22, 2013, the Company reported a net loss of $31.93 million on $1.03 billion of operating revenue as compared with a net loss of $94.69 million on $1.07 billion of operating revenue for the year ended Dec. 23, 2012. As of Dec. 22, 2013, the Company had $624.60 million in total assets, $668.39 million in total liabilities and a $43.79 million total stockholders' deficiency. "Horizon Lines fourth-quarter adjusted EBITDA increased 33.1% over the same period a year ago and the company generated GAAP operating income of $1.8 million in the quarter, the first fourth- quarter GAAP operating profit since 2009. The improvement in adjusted EBITDA was driven largely by reduced vessel charter expense, the absence of vessel incidents, and an increase in third party services," said Sam Woodward, president and chief executive officer. "The factors driving adjusted EBITDA growth were partially offset by modestly lower rates, net of fuel and reduced fuel recovery. Results represent the fourth consecutive quarter with double-digit percentage growth in adjusted EBITDA over prior- year results, adding further momentum to the improvement of Horizon Lines' financial performance." A copy of the press release is available for free at: http://is.gd/zsfv1j About Horizon Lines Charlotte, N.C.-based Horizon Lines, Inc. (NYSE: HRZ) is the nation's leading domestic ocean shipping and integrated logistics company. The Company owns or leases a fleet of 20 U.S.-flag containerships and operates five port terminals linking the continental United States with Alaska, Hawaii, Guam, Micronesia and Puerto Rico. The Company provides express trans-Pacific service between the U.S. West Coast and the ports of Ningbo and Shanghai in China, manages a domestic and overseas service partner network and provides integrated, reliable and cost competitive logistics solutions. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HRK HOLDINGS: Court Allows Revised Sale Agreements -------------------------------------------------- At Allied Universal Corporation and Mayo Fertilizer Inc.'s request, the Bankruptcy Court approves the revised ancillary agreements and exhibits to the asset purchase agreement with HRK Holdings, LLC, and HRK Industries, LLC. The Court further approves an easement agreement among the parties. The Court allows HRK and the purchasers to enter into any modifications to the agreements without need of further Court approval, provided that no amendments will occur without prior consent of Regions Bank. HRK Holdings is selling real property assets to Allied Universal Corp. and Mayo Fertilizer, Inc. About HRK Holdings Based in Palmetto, Florida, HRK Holdings LLC owns roughly 675 contiguous acres of real property in Manatee County, Florida. Roughly 350 acres of the property accommodates a phosphogypsum stack system, called Gypstaks, a portion of which was used as an alternate disposal area for the management of dredge materials pursuant to a contract with Port Manatee and as authorized under an administrative agreement with the Florida Department of Environmental Protection. The remaining acres of usable land are either leased to various tenants or available for sale. HRK Industries holds various contracts and leases associated with the Debtors' property. HRK Holdings and HRK Industries LLC filed for Chapter 11 protection (Bankr. M.D. Fla. Case Nos. 12-09868 and 12-09869) on June 27, 2012. Judge K. Rodney May oversees the case. Barbara A. Hart, Esq., and Scott A. Stichter, Esq., at Stichter, Riedel, Blain & Prosser, P.A., represents the Debtors. HRK Holdings disclosed $33,366,529 in assets and $26,092,559 in liabilities in its revised schedules. According to the Debtors, the bankruptcy filing was necessitated by the immediate need to sell a portion of the remaining property to create liquidity for (a) funding the urgent management of the site-related environmental concerns; the benefit of creditors; funding a litigation filed by the Debtors; and funding of expenses related to additional sales of the remaining property. HYDROCARB ENERGY: Borrows $600,000 From Chairman ------------------------------------------------ Hydrocarb Energy entered into a secured promissory note with its Chairman of the Board, Kent Watts, whereby Mr. Watts agree to loan the Company up to $600,000, the Company disclosed in a regulatory filing with the U.S. Securities and Exchange Commission. The Company will use the proceeds to recomplete the work on wells in its Galveston Bay production. The interest rate is 6.25 percent. The term of the Note is 36 months. The Note can be secured by a lien on assets owned by the Company's subsidiary Galveston Bay Energy LLC when no other liens exist. A previous debt of $100,000 was rolled into this Note. The current outstanding principal due on the Note is $300,000. About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Duma Energy incurred a net loss of $40.47 million for the year ended July 31, 2013, a net loss of $4.57 million for the year ended July 31, 2012, and a net loss of $10.28 million for the year ended July 31, 2011. As of Jan. 31, 2014, the Company had $27.04 million in total assets, $14.28 million in total liabilities and $12.76 million in total equity. INT'L COMMERCIAL: Donald McDonald Appointed Director ---------------------------------------------------- Pursuant to authorization under International Commercial Television's Bylaws, the Company's Board of Directors has appointed Donald Joseph McDonald as a director, bringing the number of directors to four. The appointment is effective April 28, 2014. Mr. McDonald is presently with Great Valley Capital Advisors, assisting companies with corporate development and strategy. Previously, Mr. McDonald was vice chairman, director and founder of Skinny Nutritional Corporation from 2006 to 2012. Mr. McDonald's achievements included raising $20 million capital, developing a nationwide distribution network and recruiting international distributors. Prior experience and roles included president, CEO, director and Founder of Directrix, Spice Direct, LSI Communications and National Media Corporation. Mr. McDonald's background encompasses public company, financing, operational and sales experience. Mr. McDonald will receive an annual stipend of $6,000, and will be granted an option to purchase 100,000 shares of the Company's common stock at a purchase price of $.70 per share. "We look forward to Mr. McDonald's assistance and expertise as we grow our business and broaden our investment base," the Company said in a regulatory filing with the U.S. Securities and Exchange Commission. About International Commercial Wayne, Pa.-based International Commercial Television Inc. sells various consumer products. The products are primarily marketed and sold throughout the United States and internationally via infomercials. International Commercial disclosed a net loss of $550,448 on $22.92 million of net sales for the year ended Dec. 31, 2012, as compared with a net loss of $485,892 on $3.10 million of net sales in 2011. EisnerAmper, LLP, in Edison, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company's recurring losses from operations raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2013, showed $4.83 million in total assets, $2.87 million in total liabilities and $1.96 million in total shareholders' equity. Bankruptcy Warning "There is no guarantee that the Company will be successful in bringing our products into the traditional retail environment. If the Company is unsuccessful in achieving this goal, the Company will be required to raise additional capital to meet its working capital needs. If the Company is unsuccessful in completing additional financings, it will not be able to meet its working capital needs or execute its business plan. In such case the Company will assess all available alternatives including a sale of its assets or merger, the suspension of operations and possibly liquidation, auction, bankruptcy, or other measures. These conditions in conjunction with the Company's historical net operating losses and accumulated deficit raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended Sept. 30, 2013. IMPLANT SCIENCES: Completes $20 Million Refinancing --------------------------------------------------- Implant Sciences Corporation executed a Note Purchase Agreement with an accredited institutional investor group based in New York City, on March 19, 2014. The Company issued senior secured promissory notes in the principal amount of $20,000,000 to this investor group. Implant Sciences used the proceeds of the loan to pay down its DMRJ Group LLC line of credit as well as some portions of its other indebtedness to DMRJ. The new notes mature on March 31, 2015, are not convertible in shares of the Company's common stock and bear interest at 15 percent per annum, payable quarterly. The loan may be prepaid by Implant Sciences on 30 days' notice, without premium or penalty. The new loans, which are senior to the DMRJ debt, are secured by the assets of the Company and its subsidiaries. In addition to this refinancing, DMRJ has agreed to extend the maturity of all Implant Sciences' indebtedness from Sept. 30, 2014, to March 31, 2015, and has agreed to subordinate its position to the new lenders. No other terms or conditions of the DMRJ credit agreements were changed. "We believe our ability to execute this non-convertible debt financing agreement with new lenders is based on the strength of our operations, our market traction in explosives trace detection, and the future potential of Implant Sciences. The loan gives us the flexibility to pay down our DMRJ debt while also providing additional working capital," stated Implant Sciences' president and CEO, Glenn Bolduc. "We are also happy to announce the extension of our loans from DMRJ. DMRJ has been consistently supportive of our Company and has provided us the capital we needed to get to where we are today. We are pleased to continue to work with them." Detailed information on additional terms of the new notes and the extension can be found in the Company's Report on Form 8-K, a copy of which is available for free at http://is.gd/p7iS9z About Implant Sciences Implant Sciences Corporation (OBB: IMSC.OB) -- http://www.implantsciences.com/-- develops, manufactures and sells sensors and systems for the security, safety and defense (SS&D) industries. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. As of Sept. 25, 2012, the Company's principal obligation to its primary lender was $33,429,000 with accrued interest of $3,146,000. The Company is required to repay all borrowings and accrued interest to this lender on March 31, 2013. These conditions raise substantial doubt about its ability to continue as a going concern. The Company's balance sheet at Dec. 31, 2013, showed $5.46 million in total assets, $57.89 million in total liabilities and a $52.42 million total stockholders' deficit. Bankruptcy Warning "Despite our current sales, expense and cash flow projections and $4,593,000 in cash available from our line of credit with DMRJ, at February 4, 2014, we will require additional capital in the first quarter of fiscal 2015 to fund operations and continue the development, commercialization and marketing of our products. Our failure to achieve our projections and/or obtain sufficient additional capital on acceptable terms would have a material adverse effect on our liquidity and operations and could require us to file for protection under bankruptcy laws," the Company said in its quarterly report for the period ended Dec. 31, 2013. ISR GROUP: Section 341(a) Meeting Set on June 5 ----------------------------------------------- A meeting of creditors in the bankruptcy case of ISR Group, Incorporated, will be held on June 5, 2014, at 1:30 p.m. at Ed Jones, Room 102, Jackson. Proofs of claims are due by Sept. 3, 2014. For governmental agencies, the bar date will be on Oct. 27, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. ISR Group, Incorporated, filed a Chapter 11 bankruptcy petition (Bankr. W.D. Tenn. Case No. 14-11077) on April 29, 2014. John Stuecheli signed the petition as chief restructuring officer. The Debtor estimated $10 million to $50 million in assets and liabilities. Franklin Childress, Jr., Esq., at Baker Donelson Bearman, serves as the Debtor's counsel. Judge Jimmy L Croom presides over the case. JETBLUE AIRWAYS: S&P Affirms 'B' CCR & Revises Outlook to Positive ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'B' corporate credit rating on New York City-based JetBlue Airways Corp. S&P revised the outlook to positive from stable. At the same time, S&P raised its issue rating on JetBlue's convertible notes to 'B' from 'B-' and revised its recovery rating to '4' from '5' due to the company's paydown of secured debt. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery in the event of a payment default. "We base our positive outlook on JetBlue's improved operating performance and debt reduction, which have resulted in credit ratios that are now consistent with an 'aggressive' financial risk profile (compared with 'highly leveraged' previously), as per our corporate criteria," said Standard & Poor's credit analyst Betsy Snyder. At Dec. 31, 2013, JetBlue's ratio of funds from operations (FFO) to debt was 17% and debt to EBITDA was 4.4x. S&P expects operating performance will recover from the weak first quarter of 2014, when the company was hurt by adverse weather conditions. S&P also expects the company will maintain its improved credit metrics through 2015, despite substantial capital spending over that period. "We assess JetBlue's business risk profile as "weak," which incorporates the company's "fair" competitive position and our assessment of industry risk as "high" and country risk as "very low." JetBlue is a midsize U.S. low-cost airline that serves destinations in the U.S., Puerto Rico, the Caribbean, and Latin America. Its primary focus is at JFK in New York City, with smaller focus cities of Boston; Fort Lauderdale, Fla.; Long Beach, Calif.; Orlando, Fla; and San Juan, Puerto Rico. Although it is less diversified than larger airlines due to the substantial percentage of its operations at JFK, it has expanded its operations at Boston, where it is the largest airline, and established many partnerships with other airlines, including Hawaiian Airlines, Aer Lingus, Lufthansa, Emirates, Singapore, and JAL. It operates a relatively young, fuel-efficient fleet consisting of 130 Airbus A320's (a midsize narrowbody plane), five larger A321 narrowbodies, and 60 Embraer 190s (a large regional jet) as of March 31, 2014," S&P said. The outlook is positive based on S&P's expectation that JetBlue will maintain its improved operating performance, resulting in relatively consistent credit measures despite substantial capital spending over the next year. S&P could raise the ratings if the company's credit metrics improve more than it expects, despite its heavy capital spending commitments, with FFO to debt rising to the high-teens percent area. S&P could revise the outlook to stable if lower than expected earnings and cash flow caused FFO to debt to decline to below 12% for a sustained period. KKR FINANCIAL: S&P Raises Preferred Stock Rating to 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services said it raised its long-term counterparty credit rating on KKR Financial Holdings LLC (KFN) to 'BBB' from 'BBB-'. S&P also raised its rating on the company's preferred stock to 'BB+' from 'BB' and removed the ratings from CreditWatch, where S&P had placed them with positive implications on Dec. 17, 2013. S&P's 'bbb-' SACP on KKR Financial remains unchanged. The rating outlook is stable. The rating action follows the completion of KKR & Co. L.P.'s (KKR) acquisition of KFN in an all-stock transaction. "The upgrade reflects our view that KFN is moderately strategically important to KKR and that the parent would provide extraordinary support under some stress scenarios," said Standard & Poor's credit analyst Jeffrey Zaun. Under S&P's group rating methodology criteria, this results in a one notch uplift from the stand-alone credit profile (SACP). KKR will not, however, guarantee the debt obligations of KFN. The SACP remains 'bbb-'. The SACP is based on KFN's adequate capital levels, good asset liquidity, and the ongoing operational support it receives from KKR. S&P also views the firm's earnings, which improved in 2012 and remained steady through 2013, as a positive ratings factor. Partly offsetting these positive factors are the high risk in the firm's investment portfolio, its dependence on collateralized loan obligations (CLOs) and other secured funding, and its vulnerability to investment-market volatility. "The stable outlook incorporates our expectation that the company's performance will remain stable," said Mr. Zaun. "Our expectations regarding the company's capital levels, funding, and current yield from the portfolio are more important to our rating than our expectations for its reported returns." As the company replaces some of its nonrecourse debt with recourse funding (unsecured or secured funding with recourse to the company), S&P expects that management will reduce the company's equity in CLOs or retain earnings to keep the ratio of recourse debt to ATE between 0.5x and 1.0x. S&P will monitor leverage metrics as the firm adds more recourse debt to support investment strategies that don't lend themselves to CLO funding. S&P could downgrade KFN if its recourse leverage, as measured by recourse debt to ATE, exceeds 1.2x for an extended period without a credible plan to reduce it to less than 1.2x. Over the long term, difficulty funding newer strategies such as mezzanine lending, CRE, and natural resources, or cash flow blockage because of CLO overcollateralization tests, could also result in a downgrade. An upgrade is unlikely until the portfolio's composition and the company's funding profile stabilize. LAFAYETTE YARD: Confirms First Amended Plan of Liquidation ---------------------------------------------------------- The Bankruptcy Court entered an order dated April 10, 2014, approving the Disclosure Statement dated Feb. 26, 2014, and confirming Lafayette Yard Community Development Corporation's First Amended Chapter 11 Plan of Liquidation. The Amended Disclosure Statement provides for, among other things, the change from Plan of Reorganization to Plan of Liquidation. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/LafayetteYard_AmendedDS.pdf Parties-in-interest expressed support to the confirmation of the Debtor's Plan. The City of Trenton responded to the Official Unsecured Creditors Committee's objection to the confirmation of the First Amended Plan of Liquidation filed by the Debtor, stating that it is entitled to be placed in a separate Class under the Plan as an impaired creditor, to the extent of its partially secured claim. Stacey L. Meisel, Esq., at BECKER MEISEL LLC, represented the City of Trenton, related that the City of Trenton is entitled to be subrogated to the secured claim of the Wells Fargo National Association, bond trustee for the Hotel Revenue Bonds because the City of Trenton, as guarantor of the Hotel Revenue Bonds, paid in full the amount necessary to the Bond Trustee for the Hotel Revenue Bonds to be redeemed. The City of Trenton added that the Bond Trustee has already assigned its liens to the City of Trenton. In a separate filing, Wells Fargo responded to address portions of the objection of the U.S. Trustee to confirmation of the Plan, stating that (i) it is is willing to support amendments to the plan to resolve certain pending objections; (ii) the remaining Plan objections that relate to the plan release terms must be overruled; and (iii) the remaining plan objections that relate to the plan exculpation terms must be overruled. Valerie A. Hamilton, Esq., at SILLS CUMMIS & GROSS P.C., and William W. Kannel, Esq., at MINTZ, LEVIN, COHN, FERRIS, GLOVSKY and POPEO, P.C., represented Wells Fargo. As reported in the Troubled Company Reporter on March 12, 2014, the Court conditionally approved the Debtor's Disclosure Statement on Feb. 11. The Debtor requested that the Court conditionally approve the Disclosure Statement and combine the final hearing on the Disclosure Statement with the Plan confirmation hearing. The Debtor explained that the Bankruptcy estate will incur additional administrative expenses the longer its case is in bankruptcy. According to the Disclosure Statement, the Debtor's principal objective in its Chapter 11 petition is reorganize through the marketing and competitive sale of its assets and business as a going concern under Bankruptcy Code Section 363. The Plan will be funded from cash held as of the Effective Date and all other remaining assets of the Debtor. Copies of the Plan and the Disclosure Statement is available for free at: http://bankrupt.com/misc/Lafayette_246_Chapter11plan.pdf http://bankrupt.com/misc/Lafayette_247_Disclosurestatement.pdf Prior to the conditional approval of the Disclosure Statement, Tracy Hope Davis, U.S. Trustee for Region 17, said the Debtor's Plan is not confirmable as currently drafted because it contains exculpation and release provisions that are overbroad and contrary to applicable law in the Third Circuit. The Debtor's Plan seeks to provide exculpation to entities that are not fiduciaries of the estate. It also seeks to include activities that may have been performed prepetition, which is impermissible. The Plan further contains non-consensual third party release provisions. About Lafayette Yard Lafayette Yard Community Development Corporation, owner of the Lafayette Yard Hotel & Conference Center, previously called the Trenton Marriott, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Case No. 13-30752) on Sept. 23, 2013. The hotel went into bankruptcy when the city of Trenton and the state declined to continue covering losses. The 197-room hotel opened in 2002 and needs renovation, according to court papers. Situated on 3.7 acres, it's owned by not-for- profit Lafayette Yard Community Development Corp. There is $29.9 million in long-term debt, including $14.4 million in tax-exempt bonds. The Debtor is represented by Gregory G. Johnson, Esq., at Wong Fleming, Attorneys At Law, in Princeton, New Jersey; and Robert L. Rattet, Esq., Dawn Kirby, Esq., and Julie Cvek Curley, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, New York. Lafayette Yard Development Corporation $432,633 in assets and $33,583,834 in liabilities as of the Chapter 11 filing. The U.S. Trustee has selected three creditors to serve on the Official Committee of Unsecured Creditors. LIGHTSQUARED INC: Dish's Ergen Objects to Reorganization Plan ------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that LightSquared's reorganization plan gives too much to value to the wireless venture's top shareholder, Philip Falcone, and shouldn't be approved, a lawyer for Dish Network Corp. Chairman Charlie Ergen said on May 5. "The debtors can still reorganize, just not under this plan," the Journal said, citing Willkie Farr & Gallagher LLP's Rachel S. Strickland, a lawyer for Mr. Ergen, LightSquared's largest secured lender. "This is not a reorganization," the Journal added, further citing Ms. Strickland as saying, pointing out that Lightsquared would be taking on more debt under the proposal. Under the proposed restructuring, Mr. Falcone would retain more than a third of LightSquared's equity, a rarity in Chapter 11 cases, the report related. Mr. Falcone has denied in court that the plan treats him too well. LightSquared is seeking court approval of its restructuring plan, but also wants a favorable ruling in a separate trial over its allegations that Mr. Ergen improperly acquired nearly $1 billion in the company's debt, the report further related. Judge Shelley C. Chapman is presiding over both trials: Lightsquared's bankruptcy and the company's claim about Mr. Ergen's debt. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. LIQUIDMETAL TECHNOLOGIES: To Hold "Say-on-Pay" Vote Every Year -------------------------------------------------------------- Liquidmetal Technologies, Inc., disclosed in an amended current report with the U.S. Securities and Exchange Commission dated March 26, 2014, that based on all of the factors taken into consideration, the Company has decided that it will hold an advisory vote on the compensation of its named executive officers every year. As previously reported, the Company's stockholders approved, among other things, the holding of future advisory vote on executive compensation every year. About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal Technologies incurred a net loss and comprehensive loss of $14.24 million on $1.02 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $14.02 million on $650,000 of total revenue for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2012, showed $4.10 million in total assets, $6.84 million in total liabilities and a $2.74 million total shareholders' deficit. SingerLewak LLP, in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LOUDOUN HEIGHTS: July 15 Hearing on Filing of 2nd Amended Plan -------------------------------------------------------------- The Bankruptcy Court, according to Loudoun Heights, LLC's case docket, continued until July 15, 2014, at 11:00 a.m., the hearing to consider the deadline to file a Second Amended Disclosure Statement. As reported in the Troubled Company Reporter on April 22, 2014, the Debtor in early April filed an amended disclosure statement explaining its proposed plan of reorganization. According to the disclosure statement, all classes of creditors will be paid in full. The proceeds from sale of the Debtor's assets will be sufficient to pay the Claims of all secured, priority unsecured and general unsecured creditors, and court-approved professionals. The Debtor expects $4.37 million to $9.92 million in revenue from the sale of all assets. The April Disclosure Statement said the Debtor has a plan of complete or partial liquidation. If sufficient property is not sold within 24 months after approval of the Plan of Reorganization to repay all secured and unsecured creditors in full, the case will be converted to a Chapter 7 liquidation. A copy of the Disclosure Statement, dated April 3, 2014, is available for free at: http://bankrupt.com/misc/Loudoun_Heights_Amended_DS.pdf About Loudoun Heights Loudoun Heights, LLC, filed a Chapter 11 petition (Bankr. E.D. Va. Case No. 13-15588) on Dec. 16, 2013. The Debtor disclosed total assets of $13.10 million and total debts of $4.84 million. The petition was signed by Joe Bane as sole manager. Frank Bredimus, Esq., at Law Office of Frank Bredimus, serves as the Debtor's counsel. Judge Brian F. Kenney presides over the case. MACH GEN: First Amended Plan Declared Effective ----------------------------------------------- MACH Gen, LLC, and its debtor affiliates notified the U.S. Bankruptcy Court for the District of Delaware that the effective date of the First Amended Joint Prepackaged Chapter 11 Plan occurred on April 28, 2014. On April 11, the Bankruptcy Court confirmed the Plan. The amended plan, filed April 9, contained minor modifications. A blacklined copy of the Plan is available at no extra charge at: http://bankrupt.com/misc/MACHGenPlanBlacklined.pdf As previously reported by The Troubled Company Reporter, MACH Gen, a New York-based electricity generator, sought bankruptcy protection with a prepackaged plan of reorganization, which proposes to give the company's second-lien debt holders, with Bank of New York Mellon Corp. as agent, a 93.5% stake in the voting equity of the reorganized company. The Debtors said in the Disclosure Statement that the Plan provides for a restructuring of MACH Gen that will eliminate approximately $1 billion in debt from its balance sheet. Second-lien creditors will recover 50% to 65% under the Plan, while current owners, which took control through a prior debt restructuring in 2004, are to retain 6.5% of the equity. Trade suppliers will be paid in full. The Plan was a result of a series of discussions under which the significant majorities of the Debtors' stakeholders agreed to support the restructuring and vote to accept the Plan pursuant to a Restructuring Support Agreement, dated as January 15, 2014, among MACH Gen and (i) holders of 100% of the First Lien Revolver Claims and First Lien Term Loan Claims; (ii) holders of in excess of 75% of the Second Lien Claims; and (iii) holders of in excess of 85% of the Interests in MACH Gen, LLC. All final requests for payment of Professional Fees incurred prior to the Effective Date must be filed with the Bankruptcy Court and served on Reorganized MACH Gen by no later than June 12. About MACH Gen MACH Gen, LLC, and four of its affiliates, sought protection under Chapter 11 of the Bankruptcy Code on March 3, 2014. The lead case is In re MACH Gen, LLC, Case No. 14-10461 (Bankr. D.Del.). The case is assigned to Judge Mary F. Walrath. The Debtors' general counsel is Matthew S. Barr, Esq., Tyson M. Lomazow, Esq., and Michael E. Comerford, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York; and Russell C. Silberglied, Esq., John H. Knight, Esq., and Zachary L. Shapiro, Esq., at Richards, Layton, & Finger P.A., in Wilmington, Delaware. The Debtors' financial advisors and investment bankers are Mark Hootnick, Brian Bacal, Gregory Doyle, and Roger Wood from Moelis & Company. Protiviti, Inc., serves as consultant. Prime Clerk LLC serves as claims and noticing agent and administrative advisor. The Debtors said they had $750 million in total assets and $1.6 billion in total liabilities as of Dec. 31, 2013 The petitions were signed by Garry N. Hubbard, chief executive officer. MERIDIAN SUNRISE: U.S. Bank Wants Terms of Amended Plan Enforced ---------------------------------------------------------------- U.S. Bank National Association asks the Bankruptcy Court to direct Meridian Sunrise Village LLC to enforce the terms of the its Second Amended Plan of Reorganization by approving the proposed form of Restructured Class 2 Loan Agreement, the Class 3 Loan Amendment, and the Class 4 Loan Amendment. The Second Amended Plan became effective pursuant to the confirmation order on Sept. 25, 2013. Following entry of the confirmation order, U.S. Bank and the Debtor proceeded to discuss the changes necessary to reflect events since the filing of the Second Amended Plan. The changes included the Restructured Class 2 Loan Agreement which contemplates two loan tranches, each of which was to be evidenced by a separate promissory note: (a) Class 2 Tranche A, in the agreed amount of $53,780,307, representing the principal amount of the Class 2 Claims (after a $1,000,000 principal pay down); and (b) Class 2 Tranche B, in an amount equal to the remaining amounts of the Class 2 Claims, including default interest and expenses (including professional fees). Similarly, the Class 3 Loan Amendment and the Class 4 Loan Amendment provided for issuance of the Class 3 Tranche A Note and the Class 4 Tranche A Note with the principal amount of each claim ($8,436,000 and $1,040,000, respectively) and the Class 3 Tranche B Note and Class 4 Tranche B Note representing remaining amounts owed, including reimbursable costs and fees, comprising tranche B. According to U.S. Bank, the parties have been unable to reach agreement regarding the amount of the Tranche B obligations. The Debtor has refused to sign the Restructured Class 2 Loan Agreement, the Tranche B note and, despite there being no disagreement as to amount, also has refused to sign the Tranche A note and other related loan documents. Similarly, the Debtor has refused to sign the Class 3 Loan Amendment, the Class 4 Loan Amendment, the notes contemplated thereunder, and other loan documents such as amendments to deeds of trust. U.S. Bank National Association serves as lender and administrative agent for various financial institutions, including U.S. Bank as lender, that from time to time are party to that certain loan agreement (Vertical Construction) dated as of April 4, 2008 (as amended) classified under Class 2 of the Second Amended Plan, and for itself as lender pursuant to the loans classified under Class 3 and Class 4 of the Second Amended Plan. About Meridian Sunrise Village LLC Meridian Sunrise Village LLC filed a Chapter 11 petition (Bankr. W.D. Wash. Case No. 13-40342) in Tacoma, Washington, on Jan. 18, 2013. The Debtor, a single asset real estate under 11 U.S.C. Sec. 101(51B), disclosed $70.6 million in total assets and $65.9 million in total liabilities in its schedules. James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout & Kornfeld LLP represent the Debtor. The Debtor owns the property known as the New Meridian Sunrise Village in 10507 156th St. E. Puyallup, Washington. The Debtor has valued the property at $70 million, which property secures debt of $64.4 million to U.S. Bank, National Association. A copy of the schedules attached to the petition is available at http://bankrupt.com/misc/wawb13-40342.pdf Alan D. Smith -- ADSmith@perkinscoie.com -- and Brian A. Jennings, WSBA -- BJennings@perkinscoie.com -- at Perkins Coie, LLP represent U.S. Bank National Association, as administrative agent. James L. Day, Esq., and Christine M. Tobin-Presser, Esq., at Bush Strout & Kornfeld LLP, in Seattle, represent the Debtor in its restructuring effort. METRO AFFILIATES: May Release Funds From Escrow to Pay Claims ------------------------------------------------------------- Bankruptcy Judge Sean H. Lane has authorized Metro Affiliates, Inc., et al., to release $2,895,041 from escrow to satisfy certain existing secured claims. The Debtors will remit the amounts to the PMM lenders from the escrowed proceeds: GECC $819,275 People's $1,800,400 CBT Inc. $935,465 About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. In its schedules, Metro Affiliates disclosed $14,438,351 in total assets and $163,562,007 total liabilities. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. The Joint Chapter 11 Plan of Liquidation filed by Metro Affiliates, Inc. and its debtor affiliates embodies a global settlement among the Debtors, the Creditors Committee, Wells Fargo and Wayzata for a fair allocation of the Debtors' remaining assets. Wayzata holds a substantial majority of the Debtors' Notes. Among other things, the Settlement provides that proceeds of the Noteholders' Collateral will be used to pay certain administrative expenses. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. The U.S. appointed a three-member official committee of unsecured creditors represented by Farrell Fritz, P.C. PricewaterhouseCoopers LLP serves as the Committee's Financial advisors. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, previously sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. METRO AFFILIATES: Wants to Sell Misc Assets to Holcomb Bus ---------------------------------------------------------- Metro Affiliates, Inc., et al., ask the Bankruptcy Court to authorize the sale of certain miscellaneous assets to Holcomb Bus Service, Inc. The purchase price for the purchased assets is $987,460, which represents 106% of orderly liquidation value for the vehicles. The Debtors and their advisors believe that the purchase price represents the highest or best value available for the purchased assets, especially in light of the extensive marketing efforts and the robust and fair auction process conducted by the Debtors and their advisors. About Metro Affiliates Staten Island, New York-based Metro Affiliates, Inc., and its subsidiaries sought protection under Chapter 11 of the Bankruptcy Code on Nov. 4, 2013 (Bankr. S.D.N.Y. Case No. 13-13591). The case is assigned to Judge Sean Lane. In its schedules, Metro Affiliates disclosed $14,438,351 in total assets and $163,562,007 total liabilities. Lisa G. Beckerman, Esq., and Rachel Ehrlich Albanese, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York; and Scott L. Alberino, Esq., at Akin Gump Strauss Hauer & Feld LLP, in Washington, D.C., represent the Debtors. Silverman Shin & Byrne PLLC serves as special counsel. Rothschild Inc. serves as the Debtors' investment banker, while Kurtzman Carson Consultants LLC serves as their claims and noticing agent. The Joint Chapter 11 Plan of Liquidation filed by Metro Affiliates, Inc. and its debtor affiliates embodies a global settlement among the Debtors, the Creditors Committee, Wells Fargo and Wayzata for a fair allocation of the Debtors' remaining assets. Wayzata holds a substantial majority of the Debtors' Notes. Among other things, the Settlement provides that proceeds of the Noteholders' Collateral will be used to pay certain administrative expenses. Wells Fargo Bank, National Association, as agent for a consortium of DIP lenders, is represented by Jonathan N. Helfat, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., in New York. The Bank of New York Mellon as indenture trustee and collateral agent for prepetition noteholders, is represented by James Gadsden, Esq., at Carter, Ledyard & Milburn LLP, in New York. Certain Noteholders are represented by Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP, in New York. The U.S. appointed a three-member official committee of unsecured creditors represented by Farrell Fritz, P.C. PricewaterhouseCoopers LLP serves as the Committee's Financial advisors. This is Metro Affiliates' third trip to Chapter 11. The Company, together with its subsidiaries, previously sought protection under Chapter 11 of the Bankruptcy Code on Aug. 16, 2002 (In re Metro Affiliates, Inc., Case No. 02-42560 (PCB), Bankr. S.D.N.Y.). A plan in the second Chapter 11 case was confirmed in September 2003. The first bankruptcy was in 1994. MID-VALLEY INC: NLI Bid to Enforce Confirmation Order Denied ------------------------------------------------------------ N.L. Industries, Inc., filed an expedited motion to enforce confirmation order and asked the U.S. Bankruptcy Court for the Western District of Pennsylvania to require Marilyn Judson to dismiss it as a defendant from the case styled Judson v. American Optical Corp., et. al., Case No. 1222-CC10608 filed in the Twenty- Second Judicial Circuit Court in the State of Missouri. The State Court Action was filed when Kenneth Judson sued a large number of defendants, including NLI, after he was diagnosed with mesothelioma. In the Motion, NLI also seeks an award of sanctions against Judson for violation of the Permanent Asbestos Channeling Injunction entered on July 16, 2004, by Hon. Judith K. Fitzgerald, as part of the Confirmation Order that approved NLI's Fourth Amended and Restated Joint Prepackaged Plan. Bankruptcy Judge Thomas P. Agresti, in a memorandum opinion dated April 24, 2014, concluded that no evidentiary hearing is required at this time, and that the Motion must be denied, without prejudice to being refiled at a later time. Judge Agresti ruled that the court in the State Court Action will be charged with carrying out the proceeding in accordance with general principles but beyond that is free to act in accordance with applicable laws as it may determine. If at any time NLI believes the state court has failed to do so in a manner that implicates a breach of the Channeling Injunction, it may seek further relief from the Bankruptcy Court, Judge Agresti further ruled. The case is NL INDUSTRIES, INC., Chapter 11, Movant v. MARILYN J. JUDSON, Individually and as Executrix of the Estate of KENNETH JUDSON, deceased, Respondent (IN RE: MID-VALLEY, INC., et. al., Reorganized Debtors, Case No. 03-35592-TPA)(Bankr. W.D. Pa.). A full-text copy of Judge Agresti's Decision is available at http://is.gd/wYQJTDfrom Leagle.com. Michael G. Zanic, Esq., and David Asigo, Esq. for the Movant. Carla Guttilla, Esq., and Robert W. Phillips for the Respondent. NL Industries, Inc. (NL) is a holding company. The Company operates in the component products industry through its majority- owned subsidiary, CompX International Inc. The Company operates in the chemicals industry through its non-controlling interest in Kronos Worldwide, Inc. As of December 31, 2011, it owned 87% interest in CompX International Inc and 30% interest in Kronos Worldwide, Inc. The Company also owns 100% of EWI RE, Inc., an insurance brokerage and risk management services company. CompX is a manufacturer of engineered components utilized in a variety of applications and industries. Kronos is a global producer and marketer of value-added titanium dioxide pigments. In July of 2011, CompX completed the acquisition of an ergonomic component products business. About Mid-Valley Inc. Headquartered in Houston, Texas, DII Industries, LLC, is the direct or indirect parent of BPM Minerals, LLC, Kellogg Brown & Root, Inc., Mid-Valley, Inc., KBR Technical Services, Inc., Kellogg Brown & Root Engineering Corporation, Kellogg Brown & Root International, Inc., (Delaware), and Kellogg Brown & Root International, Inc., (Panama). KBR and its subsidiaries provide a wide range of services to energy and industrial customers and government entities in over 100 countries. DII has no business operations. DII and its debtor-affiliates filed a prepackaged chapter 11 petition on December 16, 2003 (Bankr. W.D. Pa. Case No. 02-12152). Jeffrey N. Rich, Esq., Michael G. Zanic, Esq., and Eric T. Moser, Esq., at Kirkpatrick & Lockhart LLP, represent the Debtors in their restructuring efforts. On June 30, 2004, the Debtors disclosed $6.255 billion in total assets and $5.295 billion in total liabilities. The Bankruptcy Court's July 17, 2004, confirmation of the Debtors' Prepackaged Plan, and the District Court's affirmation order on July 26, 2004, allowed the Debtors to emerge from bankruptcy protection on Jan. 3, 2005. MISSION NEW ENERGY: Obtains $120,000 From Shares Offering --------------------------------------------------------- Mission NewEnergy Limited announced placing 15,000,000 shares at a price of A$0.08 per share raising $120,000 before any costs of the offer. The funds will be used for general working capital purposes. The placement was conducted pursuant to shareholder approval received on March 28, 2014, to place up to 100,000,000 shares within three months of approval. In addition, 1,000,000 warrants have expired. There are a further 1,995,000 warrants which expire on May 1, 2014. Mission NewEnergy also announced that 1,995,009 warrants have expired. About Mission NewEnergy Based in Subiaco, Western Australia, Mission NewEnergy Limited is a producer of biodiesel that integrates sustainable biodiesel feedstock cultivation, biodiesel production and wholesale biodiesel distribution focused on the government mandated markets of the United States and Europe. The Company is not operating its biodiesel refining segment. The refineries are being held in care and maintenance either awaiting a return to positive operating conditions or the sale of assets. The Company has materially diminished its Jatropha contract farming operation and the company is now focused on divesting the remaining Indian assets. The Company intends to cease all Indian operations. The Company's balance sheet at Dec. 31, 2013, showed $4.92 million in total assets, $13.96 million in total liabilities and a $9.04 million total deficiency. Mission NewEnergy disclosed net profit of A$10.05 million on A$8.41 million of total revenue for the year ended June 30, 2013, as compared with a net loss of A$6.19 million on A$38.20 million of total revenue during the prior fiscal year. BDO Audit (WA) Pty Ltd, in Perth, Western Australia, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company incurred operating cash outflows of $3.7 million during the year ended 30 June 2013 and, as of that date the consolidated entity's total liability exceeded its total assets by $12.5 million. These conditions, along with other matters, raise substantial doubt the Company's ability to continue as a going concern. MOOG INC: S&P Raises CCR to 'BB+' on Improved Credit Metrics ------------------------------------------------------------ Standard & Poor's Ratings Services said that it raised its corporate credit rating on East Aurora, N.Y.-based Moog Inc. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P assigned its 'BBB-' issue rating to the company's $900 million senior secured revolving credit facility, with a '2' recovery rating, indicating S&P's expectation for substantial recovery (70%-90%) in the event of a payment default. "The upgrade reflects the improvement in Moog's credit metrics and our expectation that they will remain appropriate for the rating despite only modest organic growth, increased share repurchases, and likely acquisitions," said Standard & Poor's credit analyst Christopher Denicolo. "We expect that funds from operations (FFO) to debt will be in the 30%-35% range over the next year, with improvements thereafter, absent large debt financed acquisitions." Moog is benefiting from strong organic sales in the commercial aerospace market, which is offsetting declines in defense revenues and softness in certain industrial markets. The company is in the process of finding a buyer for its entire medical segment but remains open to selling off individual product lines. The segment was created through a series of acquisitions, and it comprises only about 5% of total sales and has had poor revenue growth and weak earnings for a number of years. The outlook is stable. S&P expects Moog's credit metrics to remain in line with its expectations for the rating despite the company's acquisition strategy and recently announced share buyback program. The strong commercial aerospace market and contributions from acquisitions should offset weaknesses in the industrial and defense businesses, as well as the possible declines in the medical segment as the company seeks to find a buyer. S&P could lower the rating if the company's debt-financed acquisitions and share repurchases program increase leverage significantly or if its operating performance is weaker than S&P expects, resulting in FFO to debt falling below 25%. S&P could raise the rating if Moog articulates a more limited acquisition strategy and share repurchase program that sustains FFO to debt above 40%. MORNINGSTAR MARKETPLACE: Bid to Expand Automatic Stay Challenged ---------------------------------------------------------------- Morningstar Marketplace, Ltd., asks the Bankruptcy Court to expand the automatic stay's protection to include its affiliates Morningstar Marketplace Inc. and Morningstar Solar, LLC. Several lawsuits were filed against Morningstar Ltd. before it filed for Chapter 11 bankruptcy. These litigations have been stayed pursuant to Section 362(a) of the Bankruptcy Code, preventing plaintiffs from collecting debt. Manufacturers and Traders Trust Company filed an action against Morningstar Ltd., Morningstar Inc. and Morningstar Solar in the York County of Common Pleas. This matter is ongoing. Robert L. Knupp, Esq., at Smigel, Anderson & Sacks, LLP, in Harrisburg, Pennsylvania, explains that Manufacturers and Traders should be prevented from attempting to collect from Morningstar Inc. and Morningstar Solar because it will affect Morningstar Ltd. and impair its efforts to reorganize. Extending the automatic stay is critical to Morningstar Ltd.'s ability to preserve its assets and value of enterprise and to eventually implement a reorganization plan, says Mr. Knupp. Morningstar Inc. operates a flea market under a lease from Morningstar Ltd. while Morningstar Solar, which has no operating business, owns the solar field that provides electricity to Morningstar Ltd.'s property. All three entities are solely owned by Andrew W. Lentz. M&T Bank, the trustee of certain mortgage revenue bonds, objects to the Debtor's request, saying the debtor "does not provide any details as to what business operations would be disturbed if the [state court actions] were to continue against Marketplace and Solar, or how each of the companies' businesses are so intertwined that the [lawsuit's] continuance against Solar and Marketplace would actually effect the Debtor at all." M&T argues that it "is the Debtor's burden to demonstrate the existence of circumstances that justify the court's use of its equitable powers to extent the stay to non-debtors" and that the debtor's contention that the three entities are commonly owned is insufficient. M&T argues that it will be prejudiced because the affiliate that operates the flea market is not subject to the restrictions of the sections 363 and 364 of the Bankruptcy Code and, therefore, "be able to freely spend M&T's cash collateral and adversely affect M&Ts secured position while M&T is stayed from protecting its interests." M&T concludes that "[s]uch a result is inequitable and violates the balance of rights apportioned between a debtor and its creditors in the bankruptcy process." In a separate request, Manufacturers and Traders, as trustee under a trust indenture for holders of York County Industrial Development Authority mortgage revenue bonds, sought to prohibit Morningstar Ltd. from using the trustee's property or to prohibit continued use of cash collateral and terminating the automatic stay. The trustee has filed several civil actions in the Court of Common Pleas of York County. The actions are pending to Dockets No. 2014-SU-00219-89 and 2014-SU-000220-06. About Morningstar Marketplace Morningstar Marketplace, LTD, operator of a flea market business in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014. Judge Mary D France presides over the case. Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the Debtor. The Debtor estimated $100 million to $500 million in assets and liabilities. NAVIENT CORP: Fitch Assigns 'BB' IDR; Outlook Stable ---------------------------------------------------- Fitch Ratings has assigned a 'BB' long-term Issuer Default Rating (IDR) and a 'B' short-term IDR to Navient Corporation. Additionally, given that SLM Corporation's (SLM) outstanding unsecured debt issues have been transferred to Navient, Fitch has transferred SLM's senior unsecured debt ratings to Navient at 'BB'. The Rating Outlook is Stable. Fitch has simultaneously downgraded the long-term IDR and senior unsecured debt ratings of SLM to 'BB' from 'BB+' and downgraded the preferred stock to 'B+' from 'BB-'. The ratings of SLM have subsequently been removed from Rating Watch Negative and the long- term IDR, short-term IDR and preferred stock ratings have been withdrawn. A full list of ratings is provided at the end of this release. The rating actions follow the reorganization and separation of Navient from SLM which took place on April 30, 2014. Per the terms of the separation, SLM's existing public unsecured debt of approximately $18.3 billion will be assumed by Navient. SLM's existing preferred stock of approximately $565 million will remain an obligation of SLM. KEY RATING DRIVERS - Navient, IDRs and Unsecured Debt Navient's ratings are supported by the low risk and predictable cash flow nature of its student loan assets and fee-based businesses, its strong market position and demonstrated servicing track record (as part of its predecessor organization), and appropriate capital and liquidity levels. The ratings are constrained by limited business diversification, long-term strategic uncertainty related to the source of incremental earnings and cash flow to replace those loans that are in in run- off, high reliance on the capital markets for funding, potential refinance risk associated with existing unsecured debt, and the potential for new and more onerous rules and regulations. The vast majority of Navient's $148 billion of assets ($103 billion of FFELP loans and $31 billion of private loans) at Dec. 31, 2013 were in run-off mode, leaving the servicing of federal student loans and other contingency collections as the primary sources of core earnings growth. Fitch believes Navient's future operating cash flows will be sufficient to service unsecured debt maturities. That said, Fitch believes Navient's ability to meet its debt obligations could become pressured in a scenario where multiple variables are simultaneously stressed. For example, if Navient were to aggressively return capital to shareholders and operate with a marginal cash cushion, followed by a subsequent deterioration in asset quality and dislocation of the capital markets, the company's ability to meet its debt obligations would be greatly reduced. Navient's executive leadership team has indicated that they intend to seek growth opportunities in adjacent servicing and collection businesses while maximizing the cash flows from the run-off student loan portfolio. Fitch believes new businesses could create additional earnings capacity, but they may also introduce incremental risk. Navient may also purchase private student loans from SLM (e.g. Sallie Mae Bank) to support the brand, which could impact ratings depending on the purchase details (e.g. size and price) and amount of leverage utilized. KEY RATING DRIVERS - SLM, IDRs and Unsecured Debt The downgrade of SLM's IDRs and unsecured debt ratings reflect potential execution risk associated with the company's more focused and less diversified business platform, heightened regulatory risk and the potential for new and more onerous regulations, asset quality and competitive dynamics in the student loan industry, and deposit sensitivity in a rising rate environment. The withdrawal of SLM's IDRs reflects a lack of sufficient information to maintain the ratings. KEY RATING DRIVERS - SLM, Preferred Stock The downgrade of SLM's preferred stock rating to 'B+' from 'BB-' reflects the rating downgrade of SLM's long-term IDR and maintains the existing two-notch differential between the long-term IDR and preferred stock rating, consistent with Fitch's "Treatment and Notching of Hybrids in Non-Financial Corporate and REIT Credit Analysis" criteria published on Dec. 23, 2013. The withdrawal of SLM's preferred stock rating reflects a lack of sufficient information to maintain the rating. RATING SENSITIVITIES - Navient Fitch believes positive ratings momentum is limited in the near term. However, demonstrated access to the unsecured debt markets at reasonable costs, meaningful improvements in core fee-business operating performance, portfolio acquisitions on attractive terms which increase future earnings capacity, a demonstrated ability to successfully launch new businesses, and reductions in leverage could support positive ratings momentum longer-term. Negative ratings momentum could develop from an inability to access the unsecured debt markets on economical terms for refinancing purposes, significant shareholder distributions, deteriorating credit performance, or changes to the current capital allocation methodology which weaken Navient's capitalization profile. Negative rating momentum could also develop from higher than expected loan prepayment activity, new and more onerous rules and regulations, reductions to unencumbered asset coverage of unsecured debt resulting from changes in asset or derivative values, or from declines in fee earnings resulting from a loss or reduction in key contracts and/or other relationships. The rating actions are as follows: Navient Corporation: -- Assign 'BB' Long-term IDR; -- Assign 'B' Short-term IDR; -- Transfer SLM Corporation's 'BB' senior unsecured debt rating to Navient; The Rating Outlook is Stable. SLM Corporation: -- Long-term IDR downgraded to 'BB' from 'BB+', removed from Rating Watch Negative and withdrawn; -- Short-term IDR affirmed at 'B', removed from Rating Watch Negative and withdrawn; -- Senior unsecured debt downgraded to 'BB' from 'BB+', removed from Rating Watch Negative and transferred to Navient; -- Preferred stock downgraded to 'B+' from 'BB-', removed from Rating Watch Negative and withdrawn. NEW LIFE INT'L: Taps Massa Estate as Appraiser and Liquidator ------------------------------------------------------------- New Life International asks for permission from the U.S. Bankruptcy Court for the Middle District of Tennessee to employ Ethan Massa, of Massa Estate Group as appraiser and liquidator for valuation and assistance with disposition of equipment, nunc pro tunc to Mar. 14, 2014. New Life expects that it will wish to engage Massa Estate in the future to appraise equipment that New Life will wish to liquidate. Massa Estate may also assist New Life in the actual marketing and sale of such equipment. Massa Estate may also be needed to give testimony at hearings to approve sales, if necessary. Massa Estate will charge standard rates for valuations and for any assistance that it may render in liquidating goods. Massa Estate's fee for valuation of the equipment already appraised will be $375, with approval of payment to be requested in the motion for permission to sell such equipment. Mr. Massa, owner of Massa Estate, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Middle District of Tennessee will hold a hearing on the application on May 6, 2014, at 9:00 a.m. Objections were due Apr. 29, 2014. Massa Estate can be reached at: Ethan Massa MASSA ESTATE GROUP 339D Rockland Road, Suite D Hendersonville, TN 37075 Tel: (615) 824-5994 About New Life International New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors consisting of Robert T. Abbotts, Dorothy F. Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice. Bradley, Arant, Boult, Cumming LLP serves as counsel to the Committee. NIELSEN HOLDINGS: Fitch Affirms and Withdraws 'BB' IDR ------------------------------------------------------ Fitch Ratings has affirmed and withdrawn its ratings on Nielsen Holdings, N.V. (Nielsen); Nielsen Finance LLC and Nielsen Finance Co. (collectively, Nielsen Finance); and The Nielsen Company (Luxembourg) S.a.r.l. Fitch has decided to discontinue the ratings which are uncompensated. Fitch has affirmed and withdrawn the following ratings: Nielsen --Issuer Default Rating (IDR) at 'BB'. Nielsen Finance --IDR at 'BB'; --Senior secured bank facility at 'BB+'; --Senior unsecured notes of 'BB'. The Nielsen Company (Luxembourg) S.ar.l. --IDR at 'BB'; --Senior unsecured notes at 'BB'. The Rating Outlook was Positive. NORTH AMERICAN ENERGY: S&P Raises CCR to 'B'; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said it raised its long-term corporate credit rating on Edmonton, Alta.-based North American Energy Partners Inc. (NAEP) to 'B' from 'B-'. The outlook is stable. At the same time, Standard & Poor's raised its issue- level rating on the company's senior unsecured debt to 'B' from 'B-'. The recovery rating is unchanged at '4'. "The upgrade reflects our belief that NAEP should be able to sustain the financial risk profile improvements it realized in 2013, by limiting its capital spending to maintenance levels and maintaining stable balance-sheet debt," said Standard & Poor's credit analyst Michelle Dathorne. "Our base-case scenario also assumes the company will exploit underused assets to generate incremental revenue and cash flow growth without the need for additional capital spending," Ms Dathorne added. S&P's forecasting assumptions also incorporate its view that the company should be able to sustain the stronger margins it generated in 2013 throughout S&P's forecast period, and thereby generate the operating cash flow and margins necessary to support the 'B' rating. The ratings on NAEP reflect Standard & Poor's view of the company's limited operational diversification, and diminishing visibility to future revenue growth, due to increasing competition from other service providers and in-sourcing among its principal customers. S&P believes NAEP's improved operating margins in its sole business segment, the heavy construction and mining division; its spending flexibility, which allows the company to reduce capital spending to maintenance levels without compromising its operating efficiency; and adequate liquidity offset these weaknesses. In S&P's opinion, NAEP's "vulnerable" business risk profile reflects its narrow business diversification and diminishing visibility to future revenue growth, and the improved profitability metrics it has been able to generate with its renegotiated service contracts with its key customers. Although S&P believes the company has a meaningful market position in overburden removal and other services to established oil sands producers in the Athabasca oil sands region in western Canada, and is able to secure additional service contracts outside the oil and gas industry, NAEP's margins and profitability have been vulnerable to unscheduled production outages, project delays, or cancellations. In S&P's view, the company's "aggressive" financial risk profile reflects its improved cash flow adequacy and leverage ratios following its rapid debt reduction in 2013 and the beginning of 2014, and stronger cash flow generation. Based on S&P's assumption that NAEP will maintain its capital spending at maintenance levels throughout its 2014-2016 forecast periods, as the company should not have to incur significant incremental spending to generate the revenue growth S&P is forecasting, NAEP should be able to maintain its fully adjusted debt-to-EBITDA and funds from operations-to-debt at the levels S&P estimates. The stable outlook reflects Standard & Poor's expectation that NAEP will be able to maintain the operating efficiency recently realized, and sustain stable EBITDA margins throughout Standard & Poor's 2014-2016 ratings forecast period. As S&P believes the company should be able to maintain its capital spending at maintenance levels, and still generate the revenue and EBITDA growth incorporated in our base-case scenario, its gross debt levels and cash flow adequacy metrics should remain commensurate with S&P's expectations for the 'B' rating. The company's materially improved financial risk profile is the most significant factor underpinning its 'B' credit rating. Moreover, S&P's assessment of its cash flow adequacy and leverage profile is greatly enhanced by its projected FOCF and stable debt for NAEP throughout its 2014-2016 forecast period. If the company's spending accelerates such that it generates negligible or negative FOCF, this would have a material adverse effect on S&P's assessment of NAEP's overall financial risk profile. If this occurs, S&P would lower the rating to 'B-'. As additional debt reduction would not be sufficient to further enhance the company's credit profile and rating, a positive rating action would be contingent on a material improvement in NAEP's business risk profile. Given the substantial customer concentration risk that persists, and lack of operational diversification, S&P do not believe NAEP's existing business could strengthen sufficiently to bolster its overall credit profile. As a result, an upgrade to 'B+' is highly unlikely during S&P's current outlook period. NORTH LAS VEGAS: Fitch Affirms 'B' Rating on $365,000 LTGO Bonds ---------------------------------------------------------------- Fitch Ratings has affirmed at 'B' the following North Las Vegas, NV (the city) obligations: -- $365,000 limited tax general obligation (LTGO) bond series 2002B; -- $131 million LTGO bonds (additionally secured by consolidated tax pledged revenues); -- $290.7 million LTGO water and wastewater improvement bonds (additionally secured by water and wastewater system pledged revenues). The Rating Outlook is Negative. SECURITY The bonds are secured by the full faith and credit of the city, subject to Nevada's constitutional and statutory limitations on the aggregate amount of ad valorem property taxes. Additional security is provided to $131 million of the bonds by an irrevocable pledge of and lien on certain consolidated tax revenues (15% of these revenues) and to $290.7 million of the bonds by pledged water/wastewater system net revenues. KEY RATING DRIVERS TENTATIVE BUDGET DEFERS RECEIVERSHIP: The city has released a tentative budget for fiscal 2015 and appears likely to avoid a state takeover in the near-term. The budget utilizes a mix of expenditure reductions and deferrals in addition to further drawdowns of reserves, and will be considered by the city council in May. SETTLEMENT REACHED WITH LABOR: Representatives from four bargaining units have tentatively agreed to a settlement with the city that would significantly reduce its obligation to restore wages frozen in prior years. SEVERE FINANCIAL CHALLENGES CONTINUE: The city continues to face a sizeable and increasing budgetary imbalance with no significant prospects for revenue recovery, constrained expenditure flexibility following steep cuts in prior years, and ongoing cost pressures. It must also address a mandated reduction in subsidies from its utility funds. LEGISLATIVE OPTIONS CONSIDERED: Recent press accounts have noted discussions among state officials of the need for additional options to address municipal distress. While no proposals have yet been released, officials are reportedly examining ways to bring bondholders to the table and negotiate concessions. WEAK AND CONCENTRATED ECONOMY: The city and region's economy were among the hardest hit in the U.S. by the collapse of the housing market, resulting in a combined taxable assessed valuation (TAV) decline in the city of 52% over the last four years. The regional economy is dominated by tourism and gaming which experienced significant revenue and employment declines but appear to be stabilizing. GROWING LONG-TERM LIABILITIES: Debt is high relative to the tax base, amortization is slow and debt service is inclining in the intermediate term. Carrying costs, including debt and retiree liabilities, are moderate but expected to increase with rising pension payments. NO ENHANCEMENT FOR ADDITIONAL PLEDGES: Fitch does not believe the additional pledges of consolidated tax and water/wastewater revenues provide sufficient additional strength to warrant higher ratings than the level of the LTGO. RATING SENSITIVITIES APPROVALS PENDING: Rejection of the tentative agreements by the city council or labor would jeopardize the city's ability to adopt a budget for fiscal 2015 and would increase near-term uncertainty. INABILITY TO ACHIEVE BUDGETED SAVINGS: The fiscal 2015 budget relies on management's ability to implement a hiring freeze and achieve departmental savings. Failure to achieve such savings would strain the city's finances further and increase downwards rating pressure. POTENTIAL FOR BONDHOLDER IMPAIRMENT: Adoption of state legislation permitting the impairment of bondholders would add to downwards rating pressures on the city's bonds. Fitch notes that no such legislative proposals have yet been released and the timeframe for their consideration remains uncertain. CREDIT PROFILE North Las Vegas encompasses approximately 100 square miles in Clark County with a population of 227,585. The city is approximately 43% built out with a large quantity of undeveloped land. The city has nearly doubled in population since 2000 but growth has more recently slowed with the housing and economic downturn. TENTATIVE 2015 BUDGET AND LAWSUIT SETTLEMENT North Las Vegas has reached tentative agreements with all four of its unions related to a $25 million Jan. 21 court judgment as well as fiscal 2015 concessions allowing for a balanced budget. The tentative agreements must be voted on and approved by union members and City Council. If approved, the possibility of imminent additional state intervention, such as receivership, would be reduced. The council is scheduled to consider the settlement on May 7 and vote on the budget May 20. A final city budget must be submitted to the state June 2. The $7.7 million lawsuit settlement relates to a judgment rejecting the city's fiscal year 2013 and 2014 resolutions declaring a state of emergency and suspending negotiated compensation increases. Payment consists of $5.6 million generated by a reduction in the city's general fund balance to 6% from 8% and $2.1 million from a public safety sales tax fund. The city's unions have also tentatively agreed to defer drawing on compensated absences in fiscal 2015, shifting approximately $10 million in expenses to future years. Additional budget savings is anticipated from $4.8 million in previously planned hiring that will be delayed and $2.6 million in departmental budget cuts. LIKELIHOOD OF IMMINENT STATE INVOLVEMENT LESSENED Given the tentative fiscal 2015 balanced budget, the likelihood of imminent state receivership is lessened. State law bars Nevada municipalities from filing for bankruptcy, but allows for the state to become the receiver. The Nevada Tax Commission could also eventually ask voters to approve disincorporation. Current statute requires that taxes for bond repayment continue to be levied under disincorporation. However, under state receivership, the statute directs the state to formulate a debt liquidation program. In place of receivership, sentiment at the state level appears to have shifted towards legislative solutions to encourage voluntary concessions by bondholders or other creditors. No formal proposals for such legislation have been released, but state officials have been quoted in recent press accounts regarding the need for tools to encourage creditors to voluntarily enter into negotiations with the city to restructure debt. STRUCTURAL IMBALANCE; DEPENDENCE ON UTILITY TRANSFERS REMAIN The city's seven-year forecast released in January indicates a large and growing structural deficit with negative general fund balances increasing to $142 million by fiscal 2021 (87.8% of that year's forecasted spending) assuming only small revenue increases as well as annual $32 million transfers from the utility fund. Such transfers have had a negative impact on the utility funds, whose cash balances, which stood at $83.5 million at fiscal-year end 2012, are projected to decrease to $3.5 million by fiscal 2018. The city's financial position has weakened as a result of many years of large net deficits. Fiscal 2013 ended about as expected with an unrestricted general fund balance of $8.9 million equal to 7.5% of spending. General fund fiscal 2013 year-end cash was just $2.3 million, or 0.4x liabilities and has declined significantly from an average of $15.5 million from 2006 to 2009. An attempt to refinance $6.9 million in general obligation bonds in April 2013 to provide liquidity was unsuccessful. Fitch views this as both an indication of, and a contributor to, the city's financial stress. STEEP REVENUE DECLINES; NO REMAINING EXPENDITURE FLEXIBILITY General fund revenues declined for the fifth consecutive year in fiscal 2013 to $86.95 million not including utility transfers, a drop of 47.2% since peaking in fiscal 2008. Property taxes continue to decline and now make up only 8.7% of revenues compared to 18% in fiscal 2010. The city retains about 30 cents in flexibility under the statutory tax rate cap of $3.64 per $100 of assessed value. However, management has indicated this would raise only an estimated $1 million due to abatement and Fitch believes the city council's decision not to increase the rate despite adopting two state of emergency resolutions supports management's assertion that an increase is politically infeasible. Given the level of cuts made prior to the emergency resolutions, including eliminating about 800 full-time equivalent positions (35% since the peak in 2009) through attrition and voluntary separation and layoffs, the city retains virtually no additional expenditure flexibility beyond layoffs. ELEVATED LONG-TERM LIABILITIES In part due to the steep decline in TAV, overall debt levels including the water and wastewater GO bonds are high at 7.4% of market value. In addition, amortization is slow with an ascending debt service schedule in the intermediate term. Carrying costs are currently in the moderate range at 17% of governmental spending. However, Fitch expects this ratio will increase as both debt service and post-retirement benefit costs rise. STRESSED ECONOMY The city's tax base grew rapidly through fiscal 2008 before declining 58% between 2009 and 2013. It ticked up 1.4% in fiscal 2014. The city's housing market continues to experience high foreclosure rates as, despite recent increases, home prices are still 50% below their 2006 peak. The city and regional economies are concentrated in gaming; most major employers and taxpayers are hotel/casinos. The city's unemployment rate of 10.2% as of December 2013 was well above the county (8.9%), state (8.7%), and nation (6.5%). Median household income is 6% above the state and 14% above the nation, but per capita income is 20% below both state and national average. OAKLEY REDEVELOPMENT: Fitch Raises Rating on $24.8MM TABs to 'BB+' ------------------------------------------------------------------ Fitch Ratings has upgraded the following Oakley Redevelopment Agency, California's tax allocation bonds (TABs): -- $24.8 million subordinate TABs series 2008 to 'BB+' from 'BB'. The Rating Outlook is revised to Stable from Negative. In addition, Fitch affirms the 'A' rating on the following senior TABs of the RDA: -- $6.4 million TABs, series 2003. The Rating outlook on the series 2003 TABs remains Stable. SECURITY Per the indenture, the senior TABs are secured by tax increment revenues generated within the project area, net of administration fees, pass-through amounts, and housing set-aside funds. Part of the senior TABs was used for low/moderate income housing purposes and can be repaid from the housing set-aside revenues. The subordinate bonds are secured by net tax increment after debt service payments on the agency's senior 2003 TABs. Each series of TABs has its own cash-funded debt service reserve fund, with the standard three-pronged requirements. As of Dec. 2013, both are fully funded at $674,860 for the 2003 series and $1,999,750 for the 2008 series. KEY RATING DRIVERS SURPLUS HOUSING REVENUES BOOST COVERAGE: The upgrade reflects Fitch's refined analysis of surplus housing revenues, which Fitch now considers to be available to pay non-housing TAB debt service. The availability of these revenues materially improved the bonds' debt service coverage. AV STABILIZATION: The Outlook revision to Stable reflects growth in assessed values (AV) in fiscal 2014, following four years of AV contraction. AV performance is expected to be modestly positive over the near term as home prices in the area are increasing from previously depressed levels. SOLID SENIOR LIEN COVERAGE: The 'A' rating on the senior lien TABs reflects solid maximum annual debt service (MADS) coverage and significant resilience to potential AV declines. MIXED ECONOMIC INDICATORS: The project area tax base is moderately concentrated and historically volatile. However, it benefits from the city's underlying economy which features above-average income levels and favorable unemployment rates. SATISFACTORY AB1X26 IMPLEMENTATION: The rating incorporates the expectation that the agency will continue its satisfactory implementation of AB1x26 (dissolution legislation) procedures and prioritize the rated debt service payments. RATING SENSITIVITIES TAX-BASE CONTRACTION: An unexpected reversal of the recent AV gains would likely result in negative rating action. CREDIT PROFILE The city of Oakley (the city) is about 50 miles northeast of San Francisco, and 58 miles southwest of Sacramento. The Oakley Redevelopment Project Area is 1,537 acres, or about 15% of the city. It is 59% residential and 19% commercial. Following the dissolution of the former Oakley Redevelopment Agency, the city has taken over as the successor agency (SA) to wind down operations and facilitate debt payments. ANALYTICAL REFINEMENT CONSIDERS POSITIVE EFFECTS OF DISSOLUTION On May 1, Fitch began to include in its TAB analyses the beneficial impacts of dissolution legislation (AB1X26). Fitch now considers TAB liens to be closed and surplus housing revenues (after housing TABs) to be available for non-housing TAB debt service. The availability of surplus housing revenues led to a material improvement of debt service coverage, resulting in the upgrade. Prior to May 1, Fitch had explicitly not considered these positive dissolution factors in its TAB analyses, reflecting a conservative approach to a dissolution environment marked by legislative, administrative, and judicial uncertainty. Over the last two-and- a-half years since dissolution was upheld by the court, six recognized obligation payments schedule (ROPS) cycles have passed during which the surplus housing revenue and closed liens have benefitted TAB credit quality with no successful legal challenges to date. Although uncertainties persist, Fitch views the continued presence of closed TAB liens and surplus housing revenue availability as more likely than not to remain a feature of California TABs. IMPROVED SUB COVERAGE, STILL VULNERABLE The subordinate 2008 TABs coverage increases materially after the inclusion of surplus housing revenues, as Fitch now views these to be available for non-housing debt. Annual debt service for 2014 for the 2008 series, including surplus housing revenues, is 1.17x, a significant uplift from the weak 0.97x excluding these revenues. MADS also improves from 0.93x to 1.12x when surplus housing revenues are included; under base case projections, the debt service reserve fund will no longer be drawn upon. Fitch cautions that MADS is still vulnerable to AV changes. A 7.5% decline in AV would result in a slightly below 1x coverage for MADS, and a repeat of the AV declines experienced in fiscals 2009 and 2010 would result in a depletion of the debt service reserve fund within three years. SOLID SENIOR COVERAGE Series 2003 senior TABs benefit from strong coverage levels with or without surplus housing revenues. Around 15% of the senior lien debt service is eligible to be paid from the 20% housing set- aside funds, as part of the original bond proceeds was used for low/moderate income housing purposes. MADS coverage by 2014 revenues on this housing portion of the senior lien TABs is high at over 5.3x due to the limited amount of senior debt. The non- housing portion of the senior TABs also enjoys a solid 4.4x MADS, up from 3.6x without surplus housing revenues. Both are resilient to various AV stresses, and can still achieve over 1x MADS if AV falls by 53% (versus 52% excluding surplus housing revenues), a level that Fitch considers very resilient. IMPROVED AV, MODERATE CONCENTRATION The recent stabilization of the historically volatile tax base is expected to continue over the near term. Project area AV exhibited large variations in recent years, with double-digit annual growth rates in pre-recession years and a large one-year decline of 21% in fiscal 2010 followed by more moderate declines in 2011, 2012 and 2013. By fiscal 2013, AV was 29% below peak. Fiscal 2014 AV increased for the first time since 2009 with a gain of 3.6%. Fitch expects additional growth over the next few years based on positive changes in the local real estate market, as shown by the 25% year-over-year increase in the Zillow housing index for the city. The project area real estate market performance is likely to be weaker than the city's, but is expected to be modestly positive. The rating is affected by the tax base's concentration. While the top 10 property taxpayers account for a moderate 18% AV, or 25% of incremental values (IV), already low coverage levels on the subordinate bonds would likely fall below 1.0x with the loss of any of the top 10 taxpayers. BEDROOM COMMUNITY WITH MIXED ECONOMIC CHARACTERISTICS The city, in north-eastern Contra Costa County, is a bedroom community to the San Francisco and Sacramento employment centers and is home to approximately 36,000 residents. The city experienced strong population growth in the early 2000's with a corresponding housing boom, and was subsequently hit disproportionally hard by the housing-led recession. Other economic indicators are above average. The city's unemployment has consistently been low. At 4.6% in December 2013, it compared favorably to that of the state (7.9%) and the nation (6.5%). The median household income is equivalent to 127% of California average, and 148% of national average. AB 1X26 IMPLEMENTATION The SA has completed six ROPS processes, and continues to put cash reserves on its July to December ROPS for the next September principal repayments. Both the SA and the Dept. of Finance (DOF) have demonstrated commitment to prioritize debt service payments which are only subordinate to limited county administration fees and senior pass-through (less than 4% in total). The city is in litigation with the DOF regarding a $1.3 million obligation related to the former RDA, which among other things hinders the receipt of a finding of completion letter. However, no impact on debt service payments is expected. ORECK CORP: Pays $2MM To Clean Up Germ-Killing Vacuum Ad Row ------------------------------------------------------------ Law360 reported that a Tennessee bankruptcy judge signed off on a settlement, worth as much as $2 million, of a multidistrict litigation class action accusing Oreck Corp. of false advertising over claims its vacuum cleaners could purify the air of germs. According to the report, U.S. Bankruptcy Judge Keith M. Lundin granted the putative class a general unsecured claim of $2 million if the various estates of the Oreck entities are substantially consolidated in full satisfaction with all claims, and a $1.5 million claim against three Oreck companies if no such consolidation occurs. The deal is also contingent on class certification by the California federal court overseeing the MDL, the report related. The settlement funds will be held in escrow until that court rules one way or the other, according to Judge Lundin's order. "The putative class is hereby granted relief from the automatic stay to proceed against the debtors, in name only, in the MDL class action," the order said, the report further related. The deal, which also has the approval of the official committee of unsecured creditors, additionally mandates that Oreck provide the class with access to bankruptcy-related documents and allow the plaintiffs to interview and depose Oreck's former executives and employees, the report said. The case is In re Oreck Corporation Halo Vacuum Air Purifiers Marketing, Case No. 2:12-ml-02317 (C.D. Calif.). The case is before Judge Christina A. Snyder. The case was filed on Feb. 2, 2012. About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. OVERSEAS SHIPHOLDING: Mullin Hoard Filed Interim Compensation ------------------------------------------------------------- Mullin Hoard & Brown LLP, as special litigation counsel to Overseas Shipholding Group, Inc., et al., filed under seal, a sixth monthly application for allowance of interim compensation and for interim reimbursement of all actual and necessary expenses incurred for the period March 1, 2014, until March 31, -- professional liability claim. As reported in the Troubled Company Reporter on Feb. 21, 2014, the Bankruptcy Court, in a supplemental order, authorized the Debtors to employ Mullin Hoard, under a hybrid contingency fee agreement to prosecute professional liability claims. The Court also authorized Mullin Hoard to file related fee applications under seal. As reported in the Troubled Company Reporter on Oct. 21, 2013, Mullin Hoard served as the Debtors' special litigation counsel, under a hybrid contingency fee agreement, for services to be performed in connection with the prosecution of professional liability and other claims against the Company's former external counsel in connection with services they provided OSG prior to the filing of its Chapter 11 bankruptcy proceeding. The Debtors initially retained MHB on an hourly fee basis to investigate professional liability claims against third party professionals that provided prepetition services to OSG. The original investigation engagement agreement specifically contemplated that a new engagement agreement would be entered into if the Debtors decided to retain MHB to pursue litigation with respect to any potential liability claims. Now that MHB's investigation of the Professional Liability Claims is substantially complete, the Debtors have determined that it would be in the best interests of the estates to retain MHB to prosecute the Professional Liability Claims on behalf of the Company on a capped, hybrid contingency fee basis. MHB continues to investigate third party claims against other professionals. The Debtors submit that the Hybrid Fee Agreement is reasonable in light of the potential costs of prosecuting the Professional Liability Claims and the risks of litigation. The Debtors assure the Court that none of MHB's partners, counsel, or associates hold or represent any interest adverse to the estates or their creditors, and MHB is a "disinterested person" as defined in Section 101(4) of the Bankruptcy Code. The application is signed by John J. Ray, III, the Debtors' chief reorganization officer. About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. An Official Committee of Equity Security Holders also has been appointed in OSG's case. Fox Rothschild LLP and Brown Rudnick LLP serve as co-counsel to Equity Committee. PACIFIC THOMAS: US Bank May Foreclose on Redondo Beach Property --------------------------------------------------------------- In the Chapter 11 case of Pacific Thomas Corp., Bankruptcy Judge M. Elaine Hammond terminated the automatic stay with respect to the interests of U.S. Bank NA -- successor trustee to Bank of America, NA, successor in interest to LaSalle Bank NA, as trustee, on behalf of the holders of the Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2007-OA3, its assignees and/or successors, by and through its servicing agent Select Portfolio Servicing, Inc. -- in the real property commonly known as 1122 Vincent Street #B, Redondo Beach, CA 90277. U.S. Bank may complete its foreclosure of the property and proceed with post-foreclosure remedies, including any unlawful detainer action, in accordance with applicable law. About Pacific Thomas Corp. Walnut Creek, California-based Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. Development Specialists, Inc. serves as consultant to the trustee. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: US Bank Seeks to Foreclose on Danville Property --------------------------------------------------------------- U.S. Bank NA -- successor trustee to Bank of America, NA, successor in interest to LaSalle Bank NA, as trustee, on behalf of the holders of the Washington Mutual Mortgage Pass-Through Certificates, WMALT Series 2006-AR7, its assignees and/or successors, by and through its servicing agent Select Portfolio Servicing, Inc. -- asks the Bankruptcy Court to lift the automatic stay in the chapter 11 case of Pacific Thomas Corporation so the bank may commence and continue all acts necessary to foreclose under the Deed of Trust secured by the Debtor's property, commonly known as 179 Belgian Drive, Danville, CA 94526. US Bank said it holds the original Promissory Note dated 05/09/2006, in the principal amount of $780,000.00, which is secured by the Deed of Trust of the same date as signed by Michael Genzoli, the Original Borrower. According to the bank, the Debtor's petition has been made part of a scheme to delay, hinder, and defraud creditors that involved the transfer of all or part ownership of the Property to the Debtor without the consent of US Bank or court approval. "Debtor Pacific Thomas Corporation is not the original borrower and does not claim an interest in the Property in its schedules. The only connection between Pacific Thomas Corporation and the subject property is an Amendment to an Agreement and Declaration of Trust document (the property was allegedly transferred to the trust by grant deed) and the amendment shows a Pacific Thomas Corporation holding 10% beneficial interest in the trust," US Bank said. US Bank said: "Debtor Pacific Thomas Corporation does not claim an interest in the property and is not the original borrower, however this bankruptcy case and the associated automatic stay has been unfairly prohibiting Secured Creditor from being able to proceed with its state law remedies with regard to its interests in the subject property." US Bank is represented by: Kelly M. Raftery, Esq. McCARTHY & HOLTHUS, LLP 1770 Fourth Avenue San Diego, CA 92101 Tel: 619-685-4800 Fax: 619-685-4811 About Pacific Thomas Corp. Walnut Creek, California-based Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. Development Specialists, Inc. serves as consultant to the trustee. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: Nationstar Wants to Foreclose on Tucson Property ---------------------------------------------------------------- Nationstar Mortgage LLC, asks the Bankruptcy Court for relief from the automatic stay in the Chapter 11 case of Pacific Thomas Corporation to it may commence and continue all acts necessary to foreclose under the Deed of Trust secured by the Debtor's property, commonly known as 4375 W Camino De Venias, Tucson, AZ 85745. Nationstar said it holds the original Promissory Note dated 11/19/2007, in the principal amount of $417,000, which is secured by the Deed of Trust of the same date as signed by Rene Lizarraga, the Original Borrower, and recorded against the Property. Nationstar said the Debtor's petition has been made part of a scheme to delay, hinder, and defraud creditors that involved the transfer of all or part ownership of the Property without the consent of Nationstar or court approval. Nationstar said Pacific Thomas is not the original borrower and does not claim an interest in the Property in its schedules. The only connection between Pacific Thomas and the subject property is an Amendment to an Agreement and Declaration of Trust document (the property was allegedly transferred to the trust by grant deed) and the amendment shows a Pacific Thomas holding 10% beneficial interest in the trust. Nationstar is represented by: JaVonne M. Phillips, Esq. Merdaud Jafarnia, Esq. MCCARTHY & HOLTHUS, LLP 1770 Fourth Avenue San Diego, CA 92101 Tel: (619) 685-4800 Ext. 1834 Fax: (619) 685-4810 About Pacific Thomas Corp. Walnut Creek, California-based Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. Development Specialists, Inc. serves as consultant to the trustee. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: PMF Seeks to Foreclose on Oakland Assets -------------------------------------------------------- Private Mortgage Fund LLC asks the Court to terminate the automatic stay in the Chapter 11 case of Pacific Thomas Corp. so it PMF may foreclose upon its first deeds of trust encumbering the real property commonly known as 2783 East 12th Street, Oakland, CA (APN 025-0697-02-04), 2801 East 12th Street, Oakland, CA (APN 025- 0697-07-14), and 1111 29th Avenue (APN 025-0697-03-06). PMF said the Chapter 11 Trustee and the Debtor have both admitted that there is no equity in the Property, as the amount owed to PMF on the note underlying the Deeds of Trust exceeds the value of the Property. Accordingly, PMF is entitled to relief from the automatic stay of 11 U.S.C. Sec. 362(a) because (1) there is not an adequate equity cushion in the Property and (2) the Debtor has no equity in the Property, and it is not necessary for an effective reorganization. PMF said that on Oct. 13, 2011, the Debtor executed a note in favor of PMF, in the original principal sum of $1,725,000. The Note was secured by the Deeds of Trust, in favor of PMF, encumbering the Oakland Property. As of April 14, $2,012,025.27 is due and owing under the Note. In addition to PMF's encumbrance on the Property, the creditor group known as the Jacol Parties holds a second position lien in the amount of no less than $700,000. PMF is represented by: Scott E. Gizer, Esq. Mary C.G. Kaufman, Esq. EARLY SULLIVAN WRIGHT GIZER & McRAE LLP 6420 Wilshire Boulevard, 17th Floor Los Angeles, California 90048 Telephone: (323) 301-4660 Facsimile: (323) 301-4676 E-mail: sgizer@earlysullivan.com mkaufman@earlysullivan.com About Pacific Thomas Corp. Walnut Creek, California-based Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. Development Specialists, Inc. serves as consultant to the trustee. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PARADISE HOSPITALITY: May 13 Post-Confirmation Status Hearing ------------------------------------------------------------- The Bankruptcy Court continued until May 13, 2014, at 10:30 a.m., the post-confirmation status conference hearing on Paradise Hospitality, Inc.'s First Amended Plan of Reorganization. The Plan was filed on Nov. 20, 2012. According to the docket entry, an updated status report is not required so long as the Debtor's anticipated motion to dismiss is timely filed. As reported in the Troubled Company Reporter on Jan. 20, 2014, the Bankruptcy Court denied the Debtor's request for a post- confirmation modification of the Debtor's Chapter 11 Plan, or, alternatively, for final decree closing the Chapter 11 case. The TCR on Jan. 10, 2014, reported on the creditors' objections to the Debtor's motion for post-confirmation modification of the Chapter 11 Plan: (i) according to RREF WB Acquisitions, LLC, the Debtor is in default of essentially every material obligations in its First Amended Chapter 11 Plan of Reorganization filed Nov. 20, 2012; (ii) Metrotex asserted that the Debtor has failed to substantially consummate the Plan and in material default under the Plan, the Debtor by its conduct in the Chapter 11 Plan has shown that there is no benefit to unsecured creditors; (iii) Lim Ruger said the Debtor inaccurately represents that it has made all payments due under the confirmed plan from the Effective Date through October 2013. The Debtor has failed to pay $211,324 of Lim Ruger's professional fees and expenses authorized for full and immediate payment by the Court in June 2013. The Plan Bankruptcy Judge Erithe Smith entered an order on Feb. 6, 2013, confirming Paradise Hospitality's First Amended Chapter 11 Plan of Reorganization. According to the Disclosure Statement, the Plan will accomplish payments under the Plan by its earnings from rental of the Debtor's property. The Debtor's revenue will be used to pay secured property tax claims, pay RREF pay administrative claims and priority unsecured claims, with a distribution to general unsecured creditors. Three years after the Effective Date of the Plan, the Debtor anticipates refinancing the loans held by RREF to satisfy claims in full. In seeking post-confirmation modifications to the Plan, the Debtor said it has encountered unanticipated circumstances that have caused the Debtor to be temporarily unable to consummate the Plan, as confirmed. The Debtor, with the consent of its primary secured lenders, entered into an agreement with Best Western International, Inc. The Debtor anticipated that the agreement would lead to a net increase in the monthly room revenues of approximately 15 percent, however, due to Best Western's demand for the Debtor to make outlays for capital improvements to a hotel, the Debtor has exhausted funds it would otherwise have had to service its Plan payments and operate its hotel during the slow season, which starts in November and goes through March. As reported in the TCR on April 2, 2013, Judge Erithe Smith entered an order on Feb. 6, 2013, confirming Paradise Hospitality's First Amended Chapter 11 Plan of Reorganization. According to the Disclosure Statement, the Plan will accomplish payments under the Plan by its earnings from rental of the Debtor's property. The Debtor's revenue will be used to pay secured property tax claims, pay RREF WB Acquisitions, LLC, pay administrative claims and priority unsecured claims, with a distribution to general unsecured creditors. Three years after the Effective Date of the Plan, the Debtor anticipates refinancing the loans held by RREF to satisfy claims in full. The Debtor, in its motion, said that the primary basis for the motion is that the Debtor has encountered unanticipated circumstances that have caused the Debtor to be temporarily unable to consummate the Plan as confirmed. In particular, the Debtor, with the consent of its primary secured lenders, entered into an agreement with Best Western International, Inc. The Debtor anticipated that the agreement would lead to a net increase in the monthly room revenues of approximately 15 percent, however, due to Best Western's demand for the Debtor to make outlays for capital improvements to a hotel, the Debtor has exhausted funds it would otherwise have had to service its Plan payments and operate its hotel during the slow season, which starts in November and goes through March. About Paradise Hospitality Based in Fullerton, California, Paradise Hospitality, Inc., owns a hotel located in Toledo, Ohio and a retail shopping center in El Dorado, Arkansas. The Debtor manages and operates the Hotel. Haydn Cutler company currently manages the Retail Center. The Company filed for Chapter 11 bankruptcy (Bankr. C.D. Cal. Case No. 11-24847) on Oct. 26, 2011, about three weeks after it lost the right to use the Crowne Plaza for its hotel. For now, the hotel has been renamed Plaza Hotel Downtown Toledo. Judge Erithe A. Smith presides over the case. Giovanni Orantes, Esq., at Orantes Law Firm, P.C., in Los Angeles, represents the Debtor as counsel. The Debtor disclosed $15,628,687 in assets and $21,430,333 in liabilities as of the Chapter 11 filing. The Petition was signed by the Debtor's president, Dae In Kim, a Korean businessman who lives in southern California. PARTY CITY: S&P Affirms 'B' CCR & Revises Outlook to Stable ----------------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Elmsford, N.Y.- based Party City Holdings Inc. at 'B' and revised the outlook to stable from negative. At the same time, S&P affirmed its issue-level rating on the senior secured term loan due 2019 at 'B'. S&P revised the recovery rating to '3' from '4', indicating its expectation for meaningful (50%-70%) recovery of principal in the event of default. "The outlook revision to stable reflects our belief that Party City's credit metrics have strengthened following the peak Halloween sales season and the $350 million senior PIK toggle notes offering," said Standard & Poor's credit analyst Stephanie Harter. "We expect the company to improve its credit metrics through a combination of payments on the asset-based lending facility and relatively stable adjusted EBITDA margin. We estimate that by fiscal year-end 2014, adjusted leverage will decline to about 6x and the ratio of funds from operations to adjusted debt will increase to about 10%." The 'B' corporate credit rating on Party City reflects Standard & Poor's view of the company's financial risk profile as "highly leveraged" and its business risk profile as "fair." S&P could consider lowering the rating if operating performance deteriorates, or if financial policy becomes more aggressive, resulting in limited availability on its revolving credit facility. Alternatively, S&P could consider an upgrade if the company reduces and commits to leverage below 5x while maintaining adequate liquidity. PGA HOLDINGS: Moody's Lowers Rating on 1st Lien Senior Debt to B2 ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings on PGA Holdings Inc.'s ("PGA") existing first lien senior secured credit facilities to B2 from B1. Moody's also lowered PGA's Probability of Default Rating to B3-PD from B2-PD. Furthermore, PGA's B2 Corporate Family Rating has been affirmed. The rating outlook is stable. PGA Holdings, Inc., the parent company of Press Ganey Associates, Inc., is proposing to raise an additional $35 million in incremental first lien term loan. The proceeds, along with $10 million in cash, will be used to repay its second lien term loan. Moody's will withdraw the rating on the second lien debt following the close of the transaction. Despite the repayment in second lien debt and expected improvement in interest expense, PGA's modest revenue base and moderately high financial leverage remain constraining factors on the ratings. The downgrade of the ratings on the company's senior secured credit facilities reflects the elimination of a layer of loss absorption below the senior secured first lien credit facilities, resulting from the repayment of the $45 million second lien term loan, as well as the proposed increase in the amount of first lien debt outstanding. The first lien debt will represent the preponderance of the company's obligations following the proposed transaction. The lowering of the company's Probability of Default Rating reflects this movement to an all first lien capital structure, in accordance with Moody's Loss Given Default methodology. Ratings downgraded: Senior secured revolving credit facility to B2 (LGD 3, 34%) from B1 (LGD 3, 44%) Senior secured first lien term loan to B2 (LGD 3, 34%) from B1 (LGD 3, 44%) Probability of Default Rating to B3-PD from B2-PD Ratings affirmed: Corporate Family Rating at B2 Rating Rationale The B2 Corporate Family Rating reflects PGA's small size based on revenue and earnings, high financial leverage, and modest interest coverage. However, Press Ganey's credit profile benefits from its leading market presence within the healthcare information and improvement services industry. On a pro forma basis, Moody's estimates adjusted debt to EBITDA was 4.8 times at December 31, 2013. Moody's expects Press Ganey to benefit from favorable industry fundamentals and regulatory requirements imposed by the Center for Medicare and Medicaid Services (CMS), and also from an increase in pay-for performance initiatives on behalf of commercial payors. While the industry has few legal barriers to entry, Press Ganey's strong market share and excellent reputation provide it with a powerful and defensible position within this niche information services segment. This is demonstrated by the company's historically high client retention rates. Also benefiting the credit is Press Ganey's good customer diversity. The rating outlook is stable, and reflects Moody's expectation that the company will achieve mid-to-high single digit revenue and earnings growth over the next twelve months along with modest debt reduction, leading to reduced financial leverage. Given the company's small size and Moody's expectation of a modest amount of free cash flow, Moody's expects the company's metrics to be strongly positioned at levels usually expected of higher rated companies. If the company exhibits sales and earnings growth such that adjusted debt to EBITDA is sustained below 4.0 times and free cash flow to debt exceeds 8%, the ratings could be upgraded. Moody's could downgrade the ratings if the company increases financial leverage or if cash flow weakens such that free cash flow is expected to be negative, or if liquidity deteriorates. For example, the ratings could be downgraded if adjusted debt to EBITDA is expected to exceed 5.5 times for a sustained period. Headquartered in South Bend, Indiana, PGA Holdings, Inc., through its subsidiary Press Ganey Associates, Inc. is a leading provider of performance measurement and improvement services to U.S. healthcare providers including hospitals (inpatient), medical practices and alternate-site (outpatient) providers. The company is privately-held by Vestar Capital Partners. During 2013, the company generated total revenues of approximately $260 million. PGA HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on South Bend, Ind.-based PGA Holdings Inc. At the same time, S&P affirmed its 'B' issue-level rating on the first-lien term loan, which includes the incremental $35 million. However, S&P revised the recovery rating on this debt, to '4' from '3', indicating its expectation for average (30%-50%) recovery of principal in the event of payment default. "The ratings on PGA reflect the company's "fair" business risk profile and "highly leveraged" financial risk profile. Although PGA has a solid market position in the U.S. patient experience market, the "fair" business risk assessment incorporates its narrow focus," said credit analyst Tahira Wright. "The "highly leveraged" financial risk score reflects the company's ownership by financial sponsors and our expectation that debt leverage, including preferred stock units and holdco notes, will remain well above 5x." S&P's stable rating outlook on PGA reflects its expectation that leverage will remain very high, primarily because the accreting preferred units will offset EBITDA growth. S&P anticipates continued revenue growth, sustained EBITDA margins, and continued acquisitions. Upgrade Scenario S&P could raise the ratings if PGA achieves some dominance in the consulting or clinical performance sector and/or considerably increases its scale within all of its operations. This could prompt an upward revision of S&P's business risk assessment to "satisfactory". S&P could also consider raising the rating if PGA adopts a more conservative financial policy with sustained adjusted leverage (including preferred units as debt) in the 4x to 5x range, which S&P views as unlikely in the near term. Downgrade Scenario S&P views a downgrade as unlikely given the company's existing solid market position. However, a downgrade could occur if S&P believes business operations were threatened by new competition, resulting in a double-digit revenue decline and severe EBITDA margin. This would likely result in rising leverage and weakening discretionary cash flow, and could also cause S&P to reassess the company's business risk profile. PREGIS HOLDING I: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Deerfield, Ill.-based Pregis Holding I Corp. The outlook is stable. At the same time, S&P assigned a 'B' issue rating (the same as the 'B' corporate credit rating) and a '3' recovery rating to the company's proposed $280 million first-lien credit facilities. The facilities consist of a $50 million revolving credit facility and a $230 million first-lien term loan. The '3' recovery rating indicates S&P's expectation of a meaningful (50% to 70%) recovery in the event of a default. At the same time, S&P assigned a 'CCC+' issue rating (two notches below the 'B' corporate credit rating) and a '6' recovery rating to the company's proposed $90 million second-lien notes. The '6' recovery rating indicates S&P's expectation of a negligible (0% to 10%) recovery in the event of a default. S&P's 'B' rating on Pregis is derived from its anchor of 'b', based on its "weak" business risk profile and "highly leveraged" financial risk profile assessments for Pregis. The assessments of a weak business risk profile and highly leveraged financial risk profile results in a 'b-/b' outcome. S&P has selected 'b', reflecting the credit metrics in the stronger end of the highly leveraged financial risk profile. This assessment incorporates the potential for additional deterioration in credit metrics resulting from aggressive financial policies related to shareholder rewards and other leveraging transactions. All the modifiers are neutral for the rating. "The ratings on Pregis reflect our assessment that the company's business risk profile is weak and its financial risk profile is highly leveraged," said Standard & Poor's credit analyst Henry Fukuchi. The stable outlook is based on S&P's expectation that the company will preserve adequate liquidity and a gradually improving financial profile supported by reasonable free cash flow generation. Based on S&P's view of expected operating performance and favorable business conditions, it thinks adjusted debt to EBITDA will be about 5x to 6x consistent with the current ratings. S&P could lower the ratings if the company's liquidity position deteriorates or if earnings and cash flow decline unexpectedly because of weaker demand for its products. S&P could also lower the ratings if financial policy decisions weaken its financial profile or cause financial metrics to deviate from its expectations. Based on S&P's downside scenario forecasts, it could lower the ratings if operating margins (before depreciation and amortization) weaken by 300 basis points from expectations. This would drive adjusted debt to EBITDA to over 7x. Because of the highly leveraged financial profile and aggressive financial policies, an upgrade is highly unlikely. Future financial policies would need to support a consistently improved financial profile for consideration of an upgrade. In addition, the company will also need to consistently maintain its adjusted debt to EBITDA in the range of 4x to 4.5x. PROFESSIONAL INVESTMENT: SEC Freezes Assets, Files Fraud Charges ---------------------------------------------------------------- The Securities and Exchange Commission announced fraud charges and an asset freeze against a Columbus, Ohio-based investment advisory firm and its president for repeatedly hiding a shortfall of more than $700,000 in client assets. According to the SEC's complaint filed in U.S. District Court for the Southern District of Ohio, a shortfall in a money market fund account managed by Professional Investment Management (PIM) was discovered when the SEC conducted an examination of the firm to verify the existence of client assets. PIM reported in account statements sent to clients that the firm held a total of approximately $7.7 million in a particular money market fund when in fact the account reflecting these investments held less than $7 million. The SEC further alleges that Douglas Cowgill, who is the chief compliance officer as well as president of the firm, attempted to disguise this shortfall from SEC examiners by entering a fake trade in PIM's account records. The purported trade was later reversed. Cowgill allegedly provided additional falsified reports to SEC staff, and he later transferred funds from a cash account at another financial institution to eliminate the shortfall in the money market fund account. However, that cash account also was held for the benefit of clients, thus Cowgill merely moved the shortfall from one asset holding to another in an effort to avoid detection. ?Our complaint alleges that Cowgill went to extraordinary lengths to hide a significant shortfall in client assets, even providing manufactured documents to SEC staff,? said Robert J. Burson, associate director of the SEC's Chicago Regional Office. ?Fortunately our examiners and investigators diligently tested Cowgill's false statements and confirmed the existence of the shortfall in an account holding the investments of many clients.? In response to the SEC's request for emergency relief for investors, U.S. District Court Judge Algenon L. Marbley issued a temporary restraining order and imposed an asset freeze to protect client assets. According to the SEC's complaint unsealed on May 2, PIM manages approximately $120 million in assets for approximately 325 clients, including a significant number of retirement plans. PIM was registered with the SEC as an investment adviser from 1978 until Sept. 30, 2013, when it withdrew its registration. The firm had custody of client assets through various omnibus securities and cash accounts, and therefore was required to comply with the ?Custody Rule? under the Investment Advisers Act of 1940. The Custody Rule is designed to protect advisory clients from misuse of their funds and securities. According to the SEC's complaint, the SEC commenced an examination of the firm in November 2013 after learning that for four consecutive years, PIM had failed to arrange for independent verification of client assets as required by the Custody Rule, and had filed a notice withdrawing its registration with the SEC. The SEC's complaint alleges that PIM and Cowgill violated the antifraud provisions of the federal securities laws. The complaint further alleges that PIM violated the registration and custody provisions of the Investment Advisers Act, and Cowgill aided and abetted and caused the violations. A hearing on the SEC's motion for a preliminary injunction has been scheduled for May 12. The SEC's investigation arose from the examination conducted by Will Davis, Michael Lockhart, Nathan Haselhorst, and Jack Howard of the Chicago Regional Office. The ongoing investigation and litigation are being conducted by David Benson, Ann Tushaus, Paul Montoya, John Birkenheier, and Michael Foster of the Chicago office. RAYONIER A.M.: Moody's Assigns B2 CFR & Rates $500MM Notes Ba3 -------------------------------------------------------------- Moody's Investors Service assigned a corporate family rating ("CFR") of Ba2 and probability of default rating (PDR) of Ba2-PD to Rayonier A.M. Products Inc ("RYAM"). A Ba3 rating was assigned to the company's proposed $500 million senior unsecured notes due 2022. The assignment reflects expectations of strong financial performance over the next years and recognizes the company's strong market position. The rating outlook is stable. This is the first time Moody's has rated RYAM. The ratings are subject to Moody's review of final documentation. Assignments: Issuer: Rayonier A.M. Products Inc Probability of Default Rating, Assigned Ba2-PD Corporate Family Rating, Assigned Ba2 Senior Unsecured Regular Bond/Debenture, Assigned Ba3 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD5, 78 % Ratings Rationale RYAM's Ba2 CFR is supported by its leading global market position as a specialty cellulose manufacturer, strong customer relationships and consistent high operating margins. The company's manufacturing of technically demanding products, that require intensive customer qualifications, presents significant barriers to entry. However, with only two operating assets (with one representing about 75% of revenues), RYAM's rating is constrained by lack of geographic diversification and the company has high customer concentration with over 70% of its sales to only 5 main customers. RYAM and several competitors are adding 15% to industry capacity while demand growth is estimated to be about 3-5% year, so there will be price pressure through the rating horizon. Moody's will monitor RYAM's transition to a stand-alone company and particularly its ability to manage through increasing competition in the sector. Credit metrics are nevertheless expected to be strong with financial leverage (adjusted total debt/EBITDA) around 3.5 times and interest coverage (EBITDA/Interest) above 6 times. The Ba3 rating of the proposed $500 million unsecured notes reflects their priority behind an unrated revolver and term loans. RYAM will have good liquidity with assumed full availability under a new revolving credit facility. Moody's expect the company will generate free cashflow of about $30 million over the next 12 months. RYAM does not have any debt maturities over the next several years and Moody's expect the company to remain within its covenants. A significant portion of the company's assets are encumbered. The stable outlook reflects Moody's expectation that the company will maintain strong profitability and credit metrics even as specialty cellulose operating capacity ramps up ahead of increased demand. The rating could be upgraded if RYAM increases its operational footprint to include more facilities coupled with Moody's expectation of normalized the RCF/ Debt of above 20% and (RCF-Capex)/Debt of greater than 12%. The rating could face downward pressure if Moody's expect normalized RCF/Debt to remain below 12% and Debt/EBITDA above 4x. RYAM is a leading global producer of specialty cellulose pulp, a natural polymer which is used as a raw material to manufacture a diverse array of consumer products. RYAM is expected to be spun- off into a separate public company from Rayonier Inc. by mid 2014. The company will be headquartered in Jacksonville, Florida. REGEN BIOLOGICS: FDA Ignored Device Reclassification Process ------------------------------------------------------------ Law360 reported that ReGen Biologics Inc. urged a D.C. Circuit panel to nix a U.S. Food and Drug Administration decision reclassifying its knee implant device as not being substantially similar to others on the market, an action the company claims drove it into bankruptcy, saying the agency should have undergone a full notice and comment process to reach that conclusion. According to ReGen, the FDA ignored its congressionally mandated device reclassification procedures when it revoked its initial determination that the collagen meniscus implant at issue was substantially equivalent to surgical mesh products already on the market, the report related. As a result, it reclassified the product as a Class III device under the Federal Food, Drug and Cosmetic Act, which led to ReGen's bankruptcy, the company said. "Has Congress created a mechanism for correction of mistakes? There's no dispute they have," the report cited ReGen's counsel Matthew M. Hoffman said. "The agency can't create authority by regulation." FDA initially approved the device under its expedited 510(k) premarket notification classification procedure in December 2008, but it received several serious allegations of political pressure and procedural anomalies soon after the decision, the report further related. The agency's re-evaluation concluded that the approval of ReGen's Menaflex device included multiple departures from the FDA's standard processes for the approval of a device, including succumbing to the pressure to approve the device by the four congressmen as well as the agency's failure to recognize the Menaflex device was intended to be used for different purposes and was technologically dissimilar from other devices already on the market, according to an agency report, the report added. The case is Ivy Sports Medicine, LLC v. Kathleen Sebelius, et al., Case No. 13-5139. About ReGen ReGen Biologics Inc., filed for Chapter 11 protection following a decision by the Food & Drug Administration in March 2011 to rescind approval of its meniscus implant. ReGen Biologics in Hackensack, New Jersey, sought Chapter 11 protection (Bankr. D. Del. Case No. 11-11083) on April 8, 2011. An affiliate, RBio, Inc., also sought protection from creditors (Case No. 11-11084). Attorneys at Pillsbury Winthrop Shaw Pittman LLP and Phillips, Goldman & Spence represent the Debtors. ReGen disclosed $1,496,261 in assets and $5,208,393 in liabilities as of the Chapter 11 filing. REMY INTERNATIONAL: S&P Raises CCR to 'BB-'; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Remy International Inc. to 'BB-' from 'B+'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's $300 million senior secured term loan to 'BB-' from 'B+' and revised the recovery rating to '3' from '4', indicating S&P's expectation for meaningful recovery (50%-70%) in the event of a payment default. "The upgrades reflect Remy's improving leverage and cash flow, which resulted in our assessment of the company's financial risk as 'significant'," said Standard & Poor's credit analyst Lawrence Orlowski. However, Remy has a "weak" business risk profile assessment, reflecting the cyclical, highly competitive industry in which it operates. Remy's credit metrics continue to improve. As of year-end 2013, debt to EBITDA was 2.5x and free operating cash flow (FOCF) to debt was 13.3%. In 2014, S&P expects debt to EBITDA to remain below 4x and FOCF to remain at about 10%. Remy has significant off-balance sheet reverse factoring programs with several major auto retailers. S&P do not include these programs in its calculation of the company's leverage. Since Remy's customers initiated these programs with their supply base, S&P views Remy's transfer of receivables not only as nonrecourse but also as not entailing reputational risk if the customer does not make payment on receivables originally transferred to the factor by Remy. As a result, S&P views the transfer of receivables under these programs as constituting a sale. Consequently, S&P do not make any adjustments to debt, interest, or cash flow, as is normally the case under standard factoring arrangements. The stable outlook reflects S&P's view that Remy will continue to maintain its credit profile in line with our expectations for the rating. Although unlikely in the near term, to raise the rating on Remy, S&P would expect to see leverage at or below 3x and FOCF to debt of more than 15% on a sustained basis. This could occur if revenue rose at least 10% in 2014 and gross margins (including depreciation and amortization) were above 24%. S&P could lower the rating if sales for light and commercial vehicles decline because of weakening economic conditions and, as a result, the company's FOCF to debt fell below 10% on a sustained basis. S&P could also lower the rating if leverage rose above 4x, which could happen if revenue decrease by 10% and gross margins fall below 18%. RENASCENT INC: Stipulation on Funds Allocation Approved ------------------------------------------------------- The Bankruptcy Court approved a stipulation between Renascent, Inc., and creditor Kaldan, Inc., regarding allocation of funds, filed April 22, 2014. The stipulation provides that, among other things: 1. Keldan, Inc. will advance monies to the Debtor to assist with the Debtor's payment of creditors until the completion of the ongoing Adversary Proceeding. 2. In exchange, if Keldan, Inc. is ultimately obligated to the Debtor in any sum pursuant to the stipulation filed Nov. 4, 2011, in the Debtor's Bankruptcy Case and the order approving the stipulation filed Nov. 22, 2011, any amounts advanced by Keldan, Inc. to the Debtor under this stipulation will be credited to that sum. The Debtor is represented by Jon R. Binney, Esq., at Binney Law Firm, P.C., and Keldan, Inc., is represented by Edward A. Murphy, Esq., at Murphy Law Offices, PLLC. About Renascent Inc. Victor, Montana-based Renascent, Inc., filed for Chapter 11 protection (Bankr. D. Mont. Case No. 10-62358) on Sept. 29, 2010. At the time of the filing, the Debtor owned two large tracts of property in Ravalli County, Montana. This property was sold in two sales for $2.5 million on July 14, 2001. The Debtor also owned a 170-acre parcel of land consisting of two tracts of contiguous land near Stevensville, Montana (83 Bell Crossing and 81 Bell Crossing). Jon R. Binney, Esq., at Binney Law Firm, P.C., in Missoula, Montana, represents the Debtor. David Markette, Esq., and Dustin Chouinard, at Markette & Chouinard, serve as the Debtor's special counsel. There was no official committee appointed in the Debtor's case. The Company disclosed $13,131,199 in assets and $7,278,420 in liabilities as of the Chapter 11 filing. In a court-approved stipulation, Renascent, Inc. and the Office of the United States Trustee agreed to appoint Ross P. Richardson as special litigation master. REVSTONE INDUSTRIES: Hires Stout Risius as Investment Bankers ------------------------------------------------------------- Revstone Industries, LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Stout Risius Ross Advisors, LLC as investment bankers, nunc pro tunc to Apr. 14, 2014. The Debtors require Stout Risius to: (a) recommend a transaction strategy intended to maximize the value of the company; (b) prepare a confidential memorandum for presentation to potential Acquirors; (c) identify potential Acquirors; (d) contact and screen potential Acquirors to determine their preliminary interest in a transaction; (e) attend meetings, as appropriate, with potential Acquirors and the company during the course of the transaction process; (f) coordination of electronic data room to facilitate the due diligence process. Electronic data room platform to be provided by outside vendor; (g) assist with respect to the execution of a letter of intent and definitive purchase agreement and other documentation, as appropriate, pursuant to a transaction; (h) work with the company and its advisors to resolve the various issues necessary to close a transaction. As set forth in the Engagement Agreement, the terms of Stout Risius' compensation are: * Retainer - Stout Risius has already been paid a non- refundable retainer of $40,000 from AarKel; * Transaction Fee - Stout Risius will receive a $450,000 fee from Revstone in immediately payable funds upon the closing of a transaction; * Expenses - regardless of whether a transaction is consummated, Stout Risius shall be entitled to reimbursement from Revstone, upon request, of all reasonable (i) travel expenses, fees of other independent experts retained by Stout Risius, fees associated with the electronic data room, duplicating charges, database and information services charges, messenger and delivery charges, expenses related to off-site meetings, telephone charges and other out-of-pocket expenses incurred in performing the investment banking services under the engagement agreement, and (ii) external legal fees incurred by Stout Risius in relation to the subject engagement. Revstone's obligation to reimburse Stout Risius for the foregoing expenses is not to exceed $25,000 in the aggregate, with certain limited exceptions as set forth in the engagement agreement. Michael D. Benson, managing director of Stout Risius, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on May 15, 2014, at 11:30 a.m. Objections, if any, are due May 8, 2014, at 4:00 p.m. Stout Risius can be reached at: Michael D. Benson STOUT RISIUS ROSS ADVISORS, LLC 4000 Town Center, 20th Floor Southfield, MI 48075 Tel: +1 (248) 432-1229 E-mail: mbenson@srr.com 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. ROSEVILLE SENIOR: Has Until May 27 to Access Cash Collateral ------------------------------------------------------------ Bankruptcy Judge Donald H. Steckroth authorized Roseville Senior Living Properties, LLC's use of cash collateral until May 27, 2014. CapitalSource Finance, LLC consented to the Debtor's use of cash collateral. The Court said the terms of the order are amended to provide and extend the termination date to May 27, but all of the remaining terms and provisions of the order will remain in full force and effect. As reported in the Troubled Company Reporter on Dec. 11, 2013, CapitalSource will receive replacement liens as adequate protection. In addition, CapitalSource will receive a cash payment in an amount equal to $55,000, which will be applied by CapitalSource to reduce the accrued and unpaid interest on the stipulated prepetition senior indebtedness. The Debtor's authority to use cash collateral will be immediately terminated commencing as of the date that is three business days after the Debtor's receipt of a written notice from CapitalSource notifying the Debtor of the occurrence of any "termination event." About Roseville Senior Roseville Senior Living Properties, LLC, filed for Chapter 11 bankruptcy (Bankr. D.N.J. Case No. 13-31198) on Sept. 27, 2013, in Newark. Judge Donald H. Steckroth presides over the case. Walter J. Greenhalgh, Esq., at Duane Morris, LLP, represents Roseville Senior Living Properties as counsel. Friedman LLP serves as the Debtor's accountant. Roseville Senior Living Properties estimated $10 million to $50 million in assets, and $1 million to $10 million in liabilities. In its schedules filed with the Bankruptcy Court, the Debtor indicated total assets and total debts as "Unknown", a copy of which is available for free at: http://bankrupt.com/misc/rosevillesenior.doc54.pdf The petition was signed by Michael Edrei, managing director, Meecorp Capital Markets, Inc. The United States Trustee for Region 3 appointed Joseph Rodrigues, State Long Term Care Ombudsman, California Department of Aging, as the Patient Care Ombudsman in the Debtor's case. SANDERSON PLUMBING: Hearing Today to Approve Bidding Protocol ------------------------------------------------------------- Nathan Gregory, writing for The Dispatch, reported that: -- Woodflour Corporation of Chicago has made a $2.75 million offer to purchase Columbus, Miss.-based Sanderson Plumbing; and -- a federal judge in Aberdeen is scheduled to decide on whether to accept the Woodflour bid Tuesday. According to the report, Fred Cross, managing director of Heritage Equity Partners, said that if the judge approves the bid, the next step will be an auction, at which other companies can out-bid Woodflour. Heritage helped facilitate the bid process. According to the report, Mr. Cross said he anticipates approval of the Woodflour bid, which would put the auction in late May or early June. He believes Woodflour's intention is to keep the business going. Mr. Cross also said nearly 100 companies have shown interest and signed non-disclosure agreements so they can access data and get as much information as possible on the company in preparation of making offers. He estimated fewer than 10 of those would consider overbidding Woodflour's initial bid. Mr. Cross may be reached at: Fred Cross Managing Director HERITAGE EQUITY PARTNERS 16 N. Washington St., Suite 102 Easton, MD 21601 Tel: (866) 969-1115 Ext. 2 (direct) Fax: (866) 604-9434 E-mail: FCross@EquityPartnersHG.com The report also noted that court documents show Sanderson Plumbing owes more than $2.8 million in unsecured claims to creditors. The report also related that CEO Tom Whitaker said the majority of Sanderson Plumbing's 250 employees has been laid off and the company's production came to a halt last week Tuesday. Sanderson Plumbing Products, Inc., based in Columbus, Miss., filed for Chapter 11 bankruptcy (Bankr. N.D. Miss. Case No. 13-14506) on Oct. 25, 2013 in Aberdeen. Craig M. Geno, Esq. -- cmgeno@cmgenolaw.com -- at the Law Offices Of Craig M. Geno, PLLC. In its petition, the Company estimated $1 million to $10 million in both assets and debts. The petition was signed by Thomas Whitaker, president. SEAWORLD PARKS: Bank Debt Trades at 2% Off ------------------------------------------ Participations in a syndicated loan under which Seaworld Parks and Entertainment Inc. is a borrower traded in the secondary market at 97.75 cents-on-the-dollar during the week ended Friday, May 2, 2014 according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 0.38 percentage points from the previous week, The Journal relates. Seaworld Parks and Entertainment Inc. pays 225 basis points above LIBOR to borrow under the facility. The bank loan matures on May 10, 2020. The bank debt carries Moody's Ba3 rating and Standard & Poor's BB- rating. The loan is one of the biggest gainers and losers among 201 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. SIMPLEXITY LLC: Panel Hires Hunton & Williams as Attorney --------------------------------------------------------- The Official Committee of Unsecured Creditors of Simplexity, LLC and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Hunton & Williams LLP as attorney for the Committee, nunc pro tunc to Mar. 25, 2014. The Committee requires Hunton & Williams to: (a) advise the Committee and representing it with respect to proposals and pleadings submitted by the Debtors or others to the Court; (b) represent the Committee with respect to the Debtors' proposed sale of assets; (c) represent the Committee with respect to any Chapter 11 plan proposed in these cases; (d) litigate avoidance actions or other causes of action; (e) attend hearings, draft and review pleadings and generally advocating positions which further the interests of the creditors represented by the Committee; (f) assist in the examination of the Debtors' affairs and operations; (g) advise the Committee regarding the progress of the Chapter 11 Cases; and (h) perform other professional services in the best interest of those represented by the Committee, including without limitation those delineated in Section 1103(c) of the Bankruptcy Code. Peter S. Partee, Sr. and Michael P. Richman shall invoice at the discounted hourly rate of $800 for the duration of the Chapter 11 Cases. All other Hunton & Williams' professionals shall invoice at a 10% discount from their standard hourly rates, provided, however, that no Hunton & Williams' professional shall invoice at an hourly rate greater than $800. The current standard and discounted hourly rates for the attorneys and paralegals at Hunton & Williams who are expected to have primary responsibility for the case are set forth below: Attorney Standard Agreed -------- Hourly Rate Discounted Rate ----------- --------------- Peter S. Partee, Sr., Partner $1,020 $800 Michael P. Richman, Partner $1,045 $800 Andrew Kamensky, Partner $815 $733.50 Richard P. Norton, Counsel $845 $760.50 Robert A. Rich, Associate $595 $535.50 Constance Andonian, Paralegal $325 $292.50 Other Hunton & Williams' attorneys who may have responsibility for particular issues arising in these cases bill at standard rates ranging from $160 per hour to $800 per hour. Paralegal and case clerk standard rates range from $150 to $350 per hour. Hunton & Williams will also be reimbursed for reasonable out-of- pocket expenses incurred. Peter S. Partee, Sr., partner of Hunton & Williams, 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. Hunton & Williams can be reached at: Peter S. Partee, Sr., Esq. HUNTON & WILLIAMS LLP 200 Park Avenue New York, NY 10166-0136 Tel: (212) 309-1056 Fax: (212) 309-1100 About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SIMPLEXITY LLC: Creditors' Panel Taps Polsinelli PC as Counsel -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Simplexity, LLC and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Polsinelli PC as Delaware bankruptcy counsel for the Committee, nunc pro tunc to Mar. 25, 2014. The Committee requires Polsinelli PC to: (a) provide legal advice on the powers and duties available to the Committee, an official committee appointed under section 1102 of the Bankruptcy Code; (b) at the request of lead counsel, assisting in the investigation of the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' business, and any other matter relevant to these chapter 11 cases or to the formulation of a plan or plans of reorganization or liquidation; (c) prepare on behalf of the Committee necessary applications, motions, complaints, answers, orders, agreements, and other legal papers; (d) review, analyze, and respond to all pleadings filed by the Debtors and appearing in Court to present necessary motions, applications, and pleadings and to otherwise protect the interest of the Committee; (e) consult with the Debtors, their professionals, and the U.S. Trustee concerning the administration of the Debtors' estate; (f) represent the Committee in hearings and other judicial proceedings; (g) advise the Committee on practice and procedure before this Court; and (h) perform all other legal services for the Committee in connection with these chapter 11 cases. Polsinelli PC will be paid at these hourly rates: Christopher A. Ward (shareholder) $520 Shanti M. Katona (associate) $320 Jarrett Vine (associate) $285 Lindsey M. Suprum (paralegal) $205 Shareholders $250-$600 Associates and Senior Counsel $175-$350 Paraprofessionals $75-$205 Polsinelli PC will also be reimbursed for reasonable out-of-pocket expenses incurred. Christopher A. Ward, Esq., shareholder of Polsinelli PC, 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. Polsinelli PC can be reached at: Christopher A. Ward, Esq. POLSINELLI PC 222 Delaware Avenue, Suite 1101 Wilmington, DE 19801 Tel: (302) 252-0920 About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at HUNTON & WILLIAMS LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SIRIUS XM: Senior Notes Add-on No Impact on Moody's 'Ba3' CFR ------------------------------------------------------------- Moody's Investors Service says that the increase in Sirius XM Radio Inc.'s senior unsecured notes offering to $1.5 billion from $750 million has no immediate impact on the debt ratings of the company. The incremental $750 million initially provides additional balance sheet cash and will be used for general corporate purposes. All other ratings and the stable outlook remain unchanged. Unchanged: Issuer: Sirius XM Radio Inc. Corporate Family Rating: Ba3 Probability of Default Rating: Ba3-PD Speculative Grade Liquidity Rating: SGL -- 1 UPSIZED $1,500 million Senior Unsecured Notes: B1, LGD4 -- 61% (from LGD4 -- 63%) 5.25% sr secured notes due 2022 ($400 million outstanding): Baa3, LGD1 -- 6% (from LGD1 -- 8%) 4.25% sr unsecured notes due 2020 ($500 million outstanding): B1, LGD4 -- 61% (from LGD4 -- 63%) 5.875% sr unsecured notes due 2020 ($650 million outstanding): B1, LGD4 -- 61% (from LGD4 -- 63%) 5.75% sr unsecured notes due 2021 ($600 million outstanding): B1, LGD4 -- 61% (from LGD4 -- 63%) 4.625% sr unsecured notes due 2023 ($500 million outstanding): B1, LGD4 -- 61% (from LGD4 -- 63%) Outlook: Issuer: Sirius XM Radio Inc. Outlook is Stable Ratings Rationale The company's Ba3 corporate family rating incorporates the increase in debt balances by $750 million due to the upsized senior notes offering to $1.5 billion. The incremental debt elevates total leverage to 4.1x approaching the upper threshold for the CFR (including Moody's standard adjustments), but Moody's expects EBITDA growth to result in a reduction in leverage to less than 4.0x by FYE2014. The last rating action was on May 1, 2014, when the initial $750 million senior notes offering was rated B1. All other credit ratings were affirmed. Sirius XM Holdings Inc., headquartered in New York, NY, provides satellite radio services in the United States and Canada. The company creates and broadcasts commercial-free music; premier sports talk and live events; comedy; news; exclusive talk and entertainment; and comprehensive Latin music, sports and talk programming. SiriusXM services are available in vehicles from every major car company in the U.S., and programming is also available online as well as through applications for smartphones and other connected devices. The company holds a 37% interest in SiriusXM Canada which has more than 2 million subscribers. Sirius is publicly traded and a controlled company of Liberty Media Corporation which owns just over 50% of common shares. Sirius reported 25.8 million subscribers, including 21.3 million self-pay subscribers as of March 31, 2014 and generated revenue of $3.9 billion for the trailing 12 months ended March 31, 2014. SIZZLING PLATTER: S&P Withdraws 'B-' CCR on Debt Repayment ---------------------------------------------------------- Standard & Poor's Ratings Services withdrew all of its ratings, including the 'B-' corporate credit rating, on Murray, Utah-based restaurant operator Sizzling Platter LLC at the company's request. The withdrawal follows the company's repayment of its rated debt, $135 million 12.00% senior secured notes due 2016. SOUTHERN FILM EXTRUDERS: Court Approves Exit Plan ------------------------------------------------- The Bankruptcy Court on April 11, 2014, entered an order approving the plan of liquidation filed in the bankruptcy case of Southern Film Extruders, Inc. The Debtor filed the "Plan of Liquidation for the Purpose of Distribution" on Dec. 23, 2013, along with an accompanying Disclosure Statement. At a hearing on Feb. 11, 2014, the Disclosure Statement was approved by the Court. The confirmation hearing was held April 9. No creditors or parties-in-interest filed any objections to confirmation of the Plan. Counsel for the Debtor filed a Summary of Voting on the Plan on April 2. Majority of the general unsecured creditors of Southern Film Extruders, a polyethylene film manufacturer, voted to accept the plan. In a balloting report, James K. Talcott, Esq., notes that the creditors that have accepted the plan have over $6.6 million in claims. Of the 13 general unsecured creditors, one voted to reject the plan. The unnamed rejection vote's claim amount is $2,564. The Court also approved modifications to the Plan. The modifications clarify the authority and standing of both the Debtors and the General Unsecured Creditors Committee to bring causes of auction against the Debtor's insurance carriers any breach of contract or other cause as may be appropriate, specifically including matters arising out of that litigation currently pending in the state of Texas and filed by Longhorn Packaging, Inc. The modifications provide that the Reorganized Debtor upon Confirmation shall continue to retain the rights, standing and authority to bring all Avoidance Actions for the benefit of the creditors in this proceeding not otherwise time barred by applicable statutes of limitation. This would include, but not be limited to, causes of action against the Debtor's insurance carriers, including Liberty Mutual Insurance, for any breach of contract or other cause as may be appropriate arising out of that litigation currently pending in the state of Texas filed by a creditor of the Debtor, Longhorn Packaging, and presently being defended by the Debtor's insurance carrier, Liberty Mutual Insurance. In addition, the Reorganized Debtor shall also continue to retain the rights, standing and authority with respect to claims asserted in the Texas Litigation against Exxon Mobile Corporation, Westlake Polymers, LLC and Ampacet Corporation. The Disbursing Agent appointed pursuant to the Plan will be deemed the authorized person to sign on behalf of the Reorganized Debtor any and all pleadings necessary to prosecute the recovery of the causes of actions. For purposes of investigating and prosecuting these matters, the Disbursing Agent shall be authorized to use the services of the Attorney for the Debtor or the Attorney for the Unsecured Creditors' Committee. To ensure that the fiduciary obligations of the Debtor and the Committee are appropriately discharged, the Disbursing Agent, when determining whether to use the services of Counsel for the Debtor or Counsel for the Unsecured Creditors' Committee, shall provide a fair allocation of the work to be done and a cost-effective means for the liquidation of such potential Claims. All legal fees and expenses incurred by counsel for the Debtor and/or the Committee shall be paid as a Class I Expense of Administration. The Disbursing Agent has the authority to settle any cause of action without court notice, if the amount in dispute is less than $20,000. If the amount in dispute is equal to $20,001 or more, then notice and hearing shall be required in accordance with Bankruptcy Rule 2002(a)(3), unless otherwise modified by Court Order. The Plan also provides that the Creditors' Committee shall continue to be constituted as a Committee to act on behalf of General Unsecured Creditors after Confirmation of the Plan. The Committee shall be authorized and does have standing to do only the following activities: A. To investigate the need for the Debtor post-confirmation to institute any Avoidance Action or Adversary Proceeding; B. To act as attorney of the Debtor and/or to aid and assist the Debtor's counsel as attorney for the Debtor in the prosecution of any Avoidance Action or collection of outstanding Accounts Receivable; C. To review all Claims in the proceeding and to object to and be heard on the same; D. To review any professional fee applications and have standing to object and respond to the same; and E. To request 2004 Examinations or such other discovery as may be allowable prior to the institution of an adversary proceeding in furtherance of their investigatory duties. F. To enforce the rights of the Committee. G. To seek the removal or replacement of the Disbursing Agent for cause. H. To seek a Court order compelling the Debtor to comply with the terms of the Plan. I. To seek an Order compelling the Disbursing Agent to comply with the terms of the Plan. J. To otherwise take such actions as are appropriate to carry out and insure the terms, provisions and intent of this Plan with respect to Class IX Creditors are met. In October 2013, Southern Film Extruders sold its assets to Sigma Plastics Group. Last year, the Debtor won Court approval to conduct bidding and auction to test a purchase offer from Epsilon Plastics, Inc., a unit of Sigma. Epsilon served as stalking horse bidder at the auction, offering to pay (i) $7,372,109 -- the sum of all principal, interest, fees, costs and expenses owed by the Debtor to Epsilon as of the Closing date under the secured credit facilities; plus (ii) $1,500,000. The auction was set for Sept. 30 and the sale hearing to approve the winning offer was set for Oct. 1. The assets for sale included the Debtor's real property and manufacturing facilities located at 2327 West English Road, High Point, Guilford County, North Carolina, and substantially all of Debtor's personal property. The official committee of unsecured creditors had objected to Epsilon having the ability to credit bid a deposit of $850,000. About Southern Film Southern Film Extruders, Inc., is the business of developing and manufacturing specialized film used in packaging various products. It has two plants in High Point, North Carolina. On July 25, 2013, an involuntary Chapter 7 petition was filed against Southern Film. In response thereto, Southern Film filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-11026) on Aug. 4, 2013. The Debtor experienced severe cash flow issues as a result of the loss of its largest customer prompted the bankruptcy filing. John L. Barnes, Jr., signed the Chapter 11 petition as vice president. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Charles M. Ivey, III, Esq., at Ivey, McClellan, Gatton, & Talcott, LLP, represents the Debtor as counsel. The Official Committee of Unsecured Creditors is represented by Hendren & Malone, PLLC. STANS ENERGY: Ontario Court Sets Precedent for Asset Seizure ------------------------------------------------------------ Stans Energy Corp. on May 5 disclosed that a recent Ontario court decision in another matter involving another illegal expropriation in the Kyrgyz Republic gives the Company some reassurance that these international arbitration awards can be enforced locally, and can help to satisfy an award Stans may be given by the arbitration panel. In a decision released April 15, 2014, (SistemMuhendislikInsaatSanayiVeTicaretAnonimSirketi and Kyrgyz Republic and Kyrgyzaltyn JSC) our Ontario courts ruled that the Kyrgyz Republic had an "equitable or other interest" in shares of Centerra Gold held by Kyrgyzaltyn and that such shares could be seized in Ontario to satisfy an international arbitration award made against the Kyrgyz Republic. In the Sistem case, on September 9, 2009, an arbitral tribunal held that the Kyrgyz Republic was legally responsible for the illegal expropriation of the Hotel Pinara and was ordered to pay to Sistem $8.5 million US plus interest and costs. The arbitral award was final and binding. Sistem sought to have the order recognized and enforced in Ontario. On January 5, 2011, the Ontario courts granted an Order recognizing and enforcing the award in Ontario and ordering the Kyrgyz Republic to pay Sistem in accordance with the arbitration award. After numerous motions based on jurisdictional issues and substantive issues, it is now clear that Kyrgyz Republic assets, such as Centerra Gold shares, may be attached through the processes of the Ontario courts. "Stans Energy is committed to working with the Kyrgyz Government to negotiate a solution that will ensure the safety and security of capital investment moving forward. This recent ruling by the Ontario Court of Appeals paves the way for the company to enforce redress should the result of ongoing government negotiations prove fruitless," states Interim-President and CEO, Rodney Irwin. The Arbitration Court at the Moscow Chamber of Commerce is now preparing a written ruling, which will detail the verdict and the final damage amount. This process may take up to three months. Once Stans will receive the written ruling, a press release will be issued outlining those details. Background On October 30, 2013, Stans Energy Corp. and its subsidiaries filed a claim for arbitration under the Convention for the Protection of Investor's Rights to which Kyrgyzstan is a signatory. The arbitration hearings were held at the Arbitration Court at the Moscow Chamber of Commerce and Industry. On April 30, 2014 the Court ruled in favor of the Company and is now preparing a written ruling that will outline the reasoning behind the verdict and a final amount to be awarded for damages to the Company. The claim seeks $117,853,000 in compensation for losses and damage. MCTO Stans Energy Corp. on Feb. 21 disclosed that further to its application dated November 28, 2013 for a Management Cease Trade Order, a temporary MCTO of the Ontario Securities Commission was issued on December 9, 2013. This MCTO prohibits all trading in and all acquisitions of the securities of the Company, by certain insiders, until two days after receipt by the Commission of all the required filings as noted in the Company's November 28, 2013 press release. About Stans Energy Stans Energy Corp. is a resource development company focused on progressing Heavy Rare Earth (HRE) properties in areas of the Former Soviet Union. In December 2009, Stans acquired a 20-year mining license for the past-producing Kutessay II rare earth mine from the Kyrgyz Republic. On May 26, 2011 Stans completed the purchase of the Kashka Rare Earth Processing Plant (KRP) the same plant that previously refined REEs historically from Kutessay II. The KRP was the only hard rock plant to produce all rare earth elements outside of China, producing 120 different metals, alloys, and oxides. For over 30 years, Kutessay II produced 80% of the rare earth metals for the former Soviet Union. STELLAR BIOTECHNOLOGIES: Launches New Corporate Website ------------------------------------------------------- Stellar Biotechnologies, Inc., announced the launch of its new corporate Web site at www.stellarbiotech.com. Stellar's new Web site features expanded content in a new format designed to provide customers and investors with the most comprehensive and current information about the Company and its world-leading technology in Keyhole Limpet Hemocyanin (KLH). The Web site details Stellar's KLH products, breakthroughs in aquaculture science and strategic expansion of its own immunotherapy program targeting Clostridium difficile ("C. diff") infection. It also includes a significantly enhanced Investor Relations section intended to streamline access to relevant corporate materials and broaden online exposure for the Company. The Investor Relations pages include up-to-the-minute data, news, corporate presentations, and direct access to historical financial filings. Mark A. McPartland, vice president of Corporate Development and Communications of Stellar Biotechnologies, said, "A primary objective for Stellar is presenting key information to stakeholders who are interested in the Company with the most timely and well-organized material. We believe our new website achieves this goal by accurately presenting Stellar's industry- leading KLH technology, products, scientific breakthroughs, expansion of our own immunotherapy program and environmentally sustainable advantage in a user-friendly platform." Mr. McPartland continued, "A main focal point of the new website is to maximize Stellar's level of corporate transparency for the benefit of investors and we are confident that it succeeds in furthering this transparency. Additionally, the new website allows us to archive an extensive range of corporate materials and information that can be easily accessed by users at their convenience on any Internet-enabled device." To join the Company's email alert list for timely updates of Stellar's news and events, sign up at: http://ir.stellarbiotechnologies.com/email-alerts About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies incurred a loss and comprehensive loss of $14.88 million on $545.46 million of revenues for the year ended Aug. 31, 2013, as compared with a loss and comprehensive loss of $5.19 million on $286.05 million of revenues for the year ended Aug. 31, 2012. The Company incurred a loss and comprehensive loss of $3.59 million for the year ended Aug. 31, 2011. The Company's balance sheet at Nov. 30, 2013, showed $17.44 million in total assets, $9.03 million in total liabilities and $8.40 million in total shareholders' equity. TUOMEY HEALTHCARE: S&P Lowers Rating on Revenue Bonds to 'CC' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on South Carolina Jobs Economic Development Authority's revenue bonds, issued for Tuomey Healthcare System, two notches to 'CC' from 'CCC'. The outlook is negative. The downgrade follows Standard & Poor's assessment of a statement made by Tuomey's board of trustees in its April 30, 2014, Electronic Municipal Market Access filing that Toumey intends to file for relief under Chapter 11 of the U.S. Bankruptcy Code if, among other factors, Tuomey's motion for stay is denied or if the court grants a stay on conditions that are more burdensome than the requested security. On Sept. 30, 2013, in Drakeford v. Tuomey, a judgment of $237 million was entered against Toumey in the U.S. District Court for the District of South Carolina, Columbia Division. On April 9, 2014, the court issued an order requiring a $30 million bond and a $40 million escrow to stay the $237 million judgment. Subsequently, Toumey filed a motion to stay the court's order. "We believe Tuomey would significantly deplete its financial profile if it were required to post funds for a $30 million bond and a $40 million escrow. Moreover, we think a bankruptcy filing could lead to a lower rating within the next year," said Standard & Poor's credit analyst Margaret McNamara. "We could lower the rating if Tuomey were to file bankruptcy, restructure its debt, or miss a principal or interest payment. Although not expected over the next year, we could raise the rating over a longer period if Tuomey's lawsuit were to shift in its favor, allowing for conservation of its unrestricted reserves, and if financial performance were to begin to show a positive trend." Standard & Poor's believes that if the courts deny Tuomey its motion for stay, it will not be able to satisfy its bond covenants. The rating service understands the courts denied Tuomey a previous appeal related to the amount of the bond and escrow posting. While Standard & Poor's understands Tuomey is continuing to work toward a settlement regarding the amount it is required to post, significant uncertainty remains as to whether the parties will reach an agreement. The 'CC' rating reflects the rating service's view that the bonds are highly vulnerable to nonpayment, specifically because of Toumey's disclosure about its potential bankruptcy filing. TXU CORP: 2014 Bank Debt Trades at 25% Off ------------------------------------------ Participations in a syndicated loan under which TXU Corp. is a borrower traded in the secondary market at 75.45 cents-on-the- dollar during the week ended Friday, May 2, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 2.85 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2014 and carries Moody's Caa3 rating and Standard & Poor's CCC- rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. TXU CORP: 2017 Loan Trades at 24% Off in Secondary Market --------------------------------------------------------- Participations in a syndicated loan under which TXU Corp., now known as Energy Future Holdings Corp., is a borrower traded in the secondary market at 75.73 cents-on-the-dollar during the week ended Friday, May 2, 2013, an increase of 2.45 percentage points from the previous week, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. The Company pays 450 basis points above LIBOR to borrow under the facility. The bank loan matures on Oct. 10, 2017, and carries Moody's Caa1 rating and Standard & Poor's CCC rating. The loan is one of the biggest gainers and losers among 210 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Feb. 8, 2013. UNIVERSAL BIOENERGY: Global Energy Now Deemed an Affiliate ---------------------------------------------------------- Global Energy Group LLC acquired a portfolio of 14 of the Company's Promissory Notes, with a total principal amount of $3,234,775, from various Note Holders of the Company in a non- public, private transaction directly from the individual Note Holders. All of the Promissory Notes were over six months old and are disclosed in the Company's filings with the SEC. In accordance with Rule 13d-3, since Global Energy Group LLC had the right to convert the Notes into common stock of the Company within 60 days after they acquired them, Global Energy Group LLC was deemed to be the "beneficial owner" of the securities of the Company on Jan. 11, 2013. Global Energy Group LLC sent the Company a "Notice of Conversion" dated March 27, 2013, requesting that the Promissory Notes be converted to common stock. On March 27, 2013, the stock's closing price was $0.0021 per share, and the Promissory Notes were converted into stock at $0.0021 per share. On April 10, 2013, the Company, at the direction of Global Energy Group LLC, converted the portfolio of 14 Promissory Notes, with a principle amount of $3,234,775 into stock, and issued 1,568,630,000 common shares for that conversion. This left a remaining balance of $0.00 on these Notes. Global Energy Group LLC acquired the shares to settle a debt owed to it by the Company through the conversion of the Promissory Notes to stock. The conversion of these Promissory Notes reduced the Company's long- term debt by a principal amount of $3,234,775. The 1,568,630,000 shares is the equivalent of 61.78 percent of the Company's 2,538,903,268 outstanding shares of common stock that were issued and outstanding on May 20, 2013, as reported in the Company?s Form 10-Q Report for the period ended March 31, 2013. As a result of the issuance of the common stock to Global Energy Group, it owned 61.78 percent of the Company's issued and outstanding shares on April 10, 2013, and a change of control of the Company occurred. Global Energy Group LLC is now deemed an affiliate. This conversion of the Promissory Notes to stock resulted in an additional issuance of shares of stock that increased the outstanding shares of the Company's common stock. However, many of those Promissory Notes carried interest rates that were very high and that were above the current market rates. The benefit to the Company was to eliminate this $3,234,775 of outstanding long- term debt and liabilities owed by the Company, reduce the Company's interest expenses, enhance the Company's financial position and strengthen the Balance Sheet. Management believes that taking those actions would improve the Company's profitability, and allow the Company to pursue its strategies for its growth and expansion. The common shares issued to Global Energy Group are restricted securities. Restricted securities are securities acquired in unregistered, private sales from the issuer or from an affiliate of the issuer. Investors typically receive restricted securities through private placement offerings, Regulation D offerings, employee stock benefit plans, as compensation for professional services, or in exchange for providing "seed money" or start-up capital to the company. Rule 144(a)(3) identifies what sales produce restricted securities. Per SEC Rule 144, control securities are those held by an affiliate of the issuing company. An affiliate is a person, such as an officer, director or large shareholder, (owning 10 percent of a company's outstanding shares), in a relationship of control with the issuer. Control means the power to direct the management and policies of the company in question, whether through the ownership of voting securities, by contract, or otherwise. Global Energy Group LLC's, Managing Member and controlling entity is Rainco Management LLC and the control person for Rainco Management LLC is Nicole C. Singletary. Although since April 10, 2013, Global Energy Group LLC was able to sell or dispose of the 1,568,630,000 shares, (pursuant to SEC guidelines), to the best of the Company's knowledge, Global Energy Group LLC has no plans or proposals to acquire any additional securities of the issuer, and it has not sold or disposed of any of the securities of the Company, (with the exception of 300 million shares that it sold back to the Company on July 25, 2013, which shares were retired and returned to the Company treasury. On April 30, 2014, Global Energy Group LLC filed a Form 4, "Statement Of Changes In Beneficial Ownership" with the SEC, which disclosed that it still owned 1,268,630,000 shares of common stock. A copy of the Form 8-K is available for free at: http://is.gd/ViKi4t About Universal Bioenergy Headquartered in Irvine, California, Universal Bioenergy Inc. develops markets alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. Universal Bioenergy incurred a net loss of $623,518 on $60.21 million of revenues for the year ended June 30, 2013, as compared with a net loss of $4.12 million on $57.32 million of revenues for the year ended June 30, 2012. As of Dec. 31, 2013, the Company had $9.22 million in total assets, $7.92 million in total liabilities and $1.29 million in total stockholders' equity. Bongiovanni & Associates, CPA's, in Cornelius, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the the Company has suffered recurring operating losses, has an accumulated deficit, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. USEC INC: Paid $15M in Bonuses Just Before Ch. 11, Docs Show ------------------------------------------------------------ Law360 reports that nuclear fuel provider USEC Inc. paid more than $30 million in bonuses and other compensation to high-ranking executives and bankruptcy advisers before filing for Chapter 11 protection earlier this year, according to documents filed Friday in Delaware federal court. The expenditures were revealed in financial statements provided to the court, where the Maryland-based company is attempting to reorganize itself and shed some of its estimated $1.07 billion in debt. According to the statements, the company devoted $15 million to its executives in the year prior to its bankruptcy filing in March, mostly in the form of bonuses. The largest allotment was to President and CEO John K. Welch, who took home approximately $3.7 million. The filings also show that it spent around $16 million on lawyers and other advisers who served in consulting roles as the company explored its bankruptcy options and prepared its filing. USEC spokeman Paul Jacobson said the bonuses were handed out mostly due to a temporary change in the company's pay structure to focus on rewards for completing short-term goals, which was necessitated by a "series of critical short-term challenges" that threatened its long-term future. VAREL INTERNATIONAL: S&P Retains 'B-' CCR on CreditWatch Positive ----------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and other ratings on Carrollton, Texas-based Varel International Energy Services Inc. remain on CreditWatch, where S&P placed them with positive implications on Jan. 9, 2014, pending the close of the transaction. The rating action followed the company's announcement that Sandvik AB will acquire the company for a purchase price of approximately $740 million. S&P believes Varel's credit profile would improve if the acquisition by the larger and financially stronger Sandvik AB were consummated. S&P expects the transaction will close sometime in mid-2014, but no closing date has been announced. "We will resolve the CreditWatch listing for Varel upon completion of the proposed transaction," said Standard & Poor's credit analyst Mark Salierno. "The ratings for Varel could be raised as high as Sandvik's ratings. We would withdraw the ratings on Varel's debt if Varel's debt were repaid upon completion of the transaction, which we believe could occur given Sandvik's stronger credit profile." VISCOUNT SYSTEMS: Files Amended Certificate of Designation ---------------------------------------------------------- Viscount Systems, Inc., filed an amendment to the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock amending certain provisions of the preferred stock designated as "Series A Convertible Redeemable Preferred Stock". Pursuant to the Amended Certificate of Designation, provisions regarding conversion, anti-dilution, the number of shares issuable upon exercise of stock option plans or similar plans of the Company, and board appointment were amended. The Amended Certificate of Designation was approved by the requisite holders of A Shares. On March 21, 2014, the Company filed the Amended Certificate of Designation with the Nevada Secretary of State. The Amended Certificate of Designation became effective upon filing with the Nevada Secretary of State. A copy of the Certificate of Second Amendment to the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock of Viscount Systems, Inc., is available for free at http://is.gd/PJY6jh About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of C$500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern. Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, issued a "going concern" qualification on the Company's consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has an accumulated deficit of $8,590,355 and reported a loss of $2,679,186 for the year ended Dec. 31, 2012, raising substantial doubt about the Company's ability to continue as a going concern. Viscount Systems incurred a net loss and comprehensive loss of C$2.67 million in 2012, as compared with a net loss and comprehensive loss of C$2.95 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed C$1.28 million in total assets, C$3.94 million in total liabilities and a C$2.65 million total stockholders' deficit. WAYNE COUNTY, MI: Fitch Maintains Negative Watch on 'BB-' Rating ---------------------------------------------------------------- Fitch Ratings maintains the Negative Rating Watch for the following Wayne County, Michigan bond ratings: -- $190.9 million limited tax general obligation (LTGO) bonds issued by Wayne County 'BB-'; -- $54.9 million building authority (stadium) refunding bonds, series 2012 (Wayne County limited tax general obligation) issued by Detroit/Wayne County Stadium Authority 'BB-'; -- $210.5 million building authority bonds issued by Wayne County Building Authority 'BB-'; -- Wayne County unlimited tax general obligation (ULTGO) (implied) 'BB'. SECURITY LTGO bonds issued by the county carry the county's general obligation ad valorem tax pledge, subject to applicable charter, statutory and constitutional limitations. Stadium authority and building authority bonds are secured by lease payments from the county to the respective authority. The obligation to make the rental payments is not subject to appropriation, setoff or abatement for any cause, and carries the county's limited tax general obligation pledge. KEY RATING DRIVERS RAPID FINANCIAL DETERIORATION: The speculative grade ratings stem from the county's considerably narrowed liquidity position, the deepening of the general fund accumulated deficit and Fitch's concern regarding the limited options for elimination of the negative position. NEAR-TERM LIQUIDITY CHALLENGES; MARKET ACCESS UNCERTAINTY: The Negative Watch reflects the county's highly illiquid general fund, dependent upon both inter-fund and external short-term borrowing for cash flow. At the close of fiscal 2013, Fitch calculated a quick ratio of zero shortly after the August tax collection date. STRESSED ECONOMY SLOW TO RECOVER: The weak local area economy is reflected in elevated unemployment rates, population loss, and below-average income levels. The tax base suffered significant declines during the last recession but the rate of decline has recently slowed. ACCUMULATED DEFICIT DEEPENS: The county recorded a $10.3 million (1.7% of spending) general fund operating deficit for FY2013, inclusive of a $49 million transfer from the delinquent tax revolving fund (DTRF), bringing the accumulated unrestricted general fund deficit to negative $156 million, equivalent to a more than a quarter of general fund spending. PLAN COULD IMPROVE FINANCES IF SUCCESSFULLY IMPLEMENTED: The county's proposed deficit elimination plan (DEP) relies upon a transfer of the $81 million unrestricted DTRF balance and the sale of wastewater treatment facilities to an authority, the latter of which carries significant execution risk. The county states that if the county commission and state treasurer approve the DEP, it would have the authority to do both. The plan also identifies options for eliminating the $30 million structural operating imbalance; approximately 1/3 of these will require negotiation contractual agreement with labor. LEASES CARRY GO PLEDGE: The parity ratings on stadium authority and Building Authority bonds reflect the fact that county lease rental payments are not subject to abatement or appropriation and carry the county's limited tax general obligation pledge. RATING SENSITIVITIES INABILITY TO ACCESS MARKET FOR CASH FLOW: Inability to access the market if needed in an economically feasible manner for cash flow borrowing would severely constrain the county's liquidity position and would trigger a downgrade. FURTHER DETERIORATION OF LIQUIDITY: Deterioration of the county's already precarious liquidity position would likely result in a downgrade. The county has postponed the $100 million in tax anticipation note (TAN) borrowing that was anticipated to take place in April. It is now slated for mid-May, or may be cancelled entirely if the county treasurer or county commission releases sufficient cash from the $81 million unrestricted portion of the DTRF. FAILURE TO REDUCE DEFICIT: Fitch believes the county remains severely challenged to stem the decline in its financial position and show material improvement in the near term. Lack of significant progress toward accumulated deficit reduction within the current fiscal year, as evidenced by improvement in its liquidity position and unrestricted general fund balance/deficit, would place negative pressure on the rating. WEATHER CHANNEL: Bank Debt Trades at 4% Off ------------------------------------------- Participations in a syndicated loan under which Weather Channel is a borrower traded in the secondary market at 96.27 cents-on-the- dollar during the week ended Friday, May 2, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents an increase of 0.38 percentage points from the previous week, The Journal relates. TXU Corp. pays 350 basis points above LIBOR to borrow under the facility. The bank loan matures on Feb. 4, 2017 band carries Moody's Ba3 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday. WESTMORELAND COAL: Keith Alessi Appointed CEO --------------------------------------------- In light of the previously-announced pending acquisition of Sherritt International's Canadian coal operations, on March 21, 2014, the Board of Directors of Westmoreland Coal Company appointed Mr. Keith E. Alessi, Westmoreland's current executive chairman, as principal executive officer with the title of chief executive officer. The Company said this appointment is the initial step in the realignment of the corporate structure in anticipation of the closing of the Sherritt transaction. Mr. Alessi, upon closing of the Sherritt transaction, will also carry the title of Interim president - Canada operations. Upon accepting the appointment as CEO, Mr. Alessi relinquished the title of executive chairman of the Board and Mr. Richard Klingaman was appointed by the Board as Chairman. Mr. Robert P. King, effective as of March 21, 2014, became fully aligned with the Company's core U.S. operations with the title of president - U.S. Operations. Mr. Alessi has held several different positions with Westmoreland since 2007, including president, chief executive officer and other various interim roles. For the bulk of the past seven years, Mr. Alessi has led the Company as its President and CEO, including guiding the Company's acquisition of the Kemmerer Mine from Chevron in 2012. Prior to joining the Company, Mr. Alessi had served as a senior executive officer for over 30 years at a number of public companies. Mr. Alessi currently serves as a member of the board of directors of MWI Veterinary Supply, Inc., and has served as a director on numerous public company boards over the past 30 years. Mr. Alessi has a MBA from the University of Michigan and a BS from Wayne State University. He is also a Certified Public Accountant. There are no arrangements or understandings between Mr. Alessi and any other persons pursuant to which he was selected as Executive Chairman. There are also no family relationships between Mr. Alessi and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. Mr. Klingaman has served as the Company's director since 2006, serving in various roles including Chairman of the Board and Lead Independent Director. He has been a consultant to the natural resources and energy industries since May 1992. Prior to consulting, Mr. Klingaman was a senior executive with Penn Virginia Corporation, a natural resources company specializing in coal, oil, natural gas, timber, lime and limestone. Mr. King joined the Company in 2012 as its president and chief operating officer. Prior to that time, he served as executive vice president - Business Advancement and Support Services of CONSOL Energy, Inc. and CNX Gas since January 2009. Mr. King served as senior vice president - Administration from February 2007 until January 2009. Prior to joining CONSOL in 2006, he held numerous positions with Interwest Mining Company, a subsidiary of PacifiCorp, beginning in November 1990, including Vice President - Operations and Engineering and General Manager at Centralia Mining Company. There are no arrangements or understandings between Mr. King and any other persons pursuant to which he was selected as President - U.S. Operations. There are also no family relationships between Mr. King and any director or executive officer of the Company and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. The Board affirmed Mr. Alessi's and Mr. King's existing compensation packages, which is $750,000 base salary for Mr. Alessi and $515,000 for Mr. King, with both gentlemen eligible for 100 percent of base salary for AIP target, and 150 percent of base salary for LTIP target. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million on $674.68 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss applicable to common shareholders of $8.58 million on $600.43 million of revenues during the prior year. The Company incurred a net loss applicable to common shareholders of $34.46 million in 2011. As of Dec. 31, 2013, the Company had $946.68 million in total assets, $1.13 billion in total liabilities and a $187.87 million total deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WHEATLAND MARKETPLACE: May Sell Real Properties for $10.1 Million ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Illinois authorized Wheatland Marketplace, LLC, to sell several parcels of real estate, including: 1. 3124 South Route 59, Naperville, Illinois; 2. Part of 3224 South Route 59, Naperville, Illinois; and 3. 3204 South Route 59, Naperville, Illinois. The Debtor is also authorized to pay $662,900 as acquisition fee to ArciTerra Strategic Retail Advisor, LLC. In its motion, Thomas W. Toolis of Jahnke, Sullivan & Toolis, LLC, on behalf of the Debtor told the Court that the Debtor has received an offer to purchase the property in the amount of $10,132,900. The properties are subject to pre-existing mortgage and liens of U.S. Bank National Association, as trustee successor to Bank of America, National Association, successor by merger to LaSalle Bank National Association, as Trustee for Bear Stearns Commercial Mortgage Securities, Inc., Commercial Mortgage Pass-Through certificates, Series 2003 TOP12 acting by and through C-III Asset Management, LLC (formerly known as ARCap Servicing, Inc.), the primary, which secured a note with a current approximate balance in the amount of $7,013,354. The Debtor proposed that, after payment of customary closing costs, all net proceeds of the sale will be sufficient to pay mortgage lender in full as all other unsecured claims. About Wheatland Marketplace, LLC Wheatland Marketplace, LLC, owner of a commercial retail center in Naperville, Illinois, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013. The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as counsel. Coleen J. Lehman Trust and Lucy Koroluk each holds a 50% membership interest in the Debtor. The Debtor reported $10,999,006 in total assets, and $7,052,778 in total liabilities. No committee of unsecured creditors has been appointed to serve in the case. YELLOWSTONE MOUNTAIN: Founder Can't Skirt $41MM Judgment -------------------------------------------------------- Law360 reported that a Montana federal judge affirmed a $40.9 million judgment against Yellowstone Mountain Club LLC's founder for allegedly misusing a $375 million loan, ruling that a bankruptcy court had proper jurisdiction to set the damages award. According to the report, U.S. District Judge Sam E. Haddon denied Timothy Blixseth's request to have the judgment vacated, noting that he agreed to the bankruptcy court's jurisdiction by intervening in an adversary proceeding. The judge further blasted Blixseth for making several wrongful allegations against the bankruptcy court and judge. "The bankruptcy court had jurisdiction to hear and decide the case. Blixseth was represented at every stage of the proceedings by an array of counsel," Judge Haddon said, the report related. "The bankruptcy court, notwithstanding an unwarranted attack by Blixseth upon the judge personally, accorded him error-free due process." Judge Haddon blasted Blixseth's 40 claims of error, wrongdoing or inappropriate conduct as baseless, the report further related. "Many arguments reference matters that are beyond the record or that are distortions of the record. Others attempt to reassert or to inject issues into this case already finally decided in other litigation related to the bankruptcy," the order said, the report added. "No useful purpose would be served by further individualized review and discussion of each of the plethora of meritless arguments in the briefs, many of which mirror a continuation of delay and diversion tactics employed earlier in the litigation." The case is Blixseth v. Marc S. Kirschner, Trustee of the Yellowstone Club Liquidating Trust, Case No. 2:12-cv-00083 (Bankr. D. Mon.). About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. * Fed. Circ. Won't Nix GM, Chrysler Dealers' Takings Suits ---------------------------------------------------------- Law360 reported that the Federal Circuit refused to dismiss suits accusing the government of ordering General Motors Corp. and Chrysler LLC to renege on franchise contracts with car dealerships as part of bailout and restructuring deals, ruling the plaintiffs might be able to show economic loss. According to the report, agreeing with the U.S. Court of Federal Claims' decision not to dismiss the two takings suits, the Federal Circuit said they don't yet properly allege that the economic value of plaintiffs' franchises was reduced or eliminated as a result of the government's actions, but that the deficiencies could be cured in amended versions of the complaints upon remand. Plaintiffs claim the government's involvement in the restructurings, which allegedly resulted in the elimination of nearly 2,000 highly successful auto dealers throughout the U.S., constituted a taking of their property for which they should be compensated, the report related. The Federal Circuit agreed with the U.S., which had brought interlocutory appeals over the Claims Court's decision that plaintiffs hadn't satisfied the pleading standards necessary to survive a motion to dismiss because they hadn't alleged that GM and Chrysler would have avoided bankruptcy were it not for the government's intervention, the report further related. But the opinion said that, at oral arguments, plaintiffs had disputed the government's contention that the franchises had no value "and made clear that they intended to establish loss of value," the report added. The cases are A&D Auto Sales Inc. et al. v. US, case number 2013- 5019, and Colonial Chevrolet Co. Inc. et al. v. US, case number 2013-5020, both in the U.S. Court of Appeals for the Federal Circuit. * SAC Capital Judge Urged to Accept $900 Million Penalty -------------------------------------------------------- Patricia Hurtado and Karen Gullo, writing for Bloomberg News, reported that SAC Capital Advisors LP's plea agreement to pay a $900 million penalty should be accepted, U.S. prosecutors told a judge as they seek the biggest criminal fine ever imposed for insider trading following a six-year probe of the firm. According to the report, Manhattan U.S. Attorney Preet Bharara's office on April 3 asked U.S. District Judge Laura Taylor Swain to approve the agreement as part of a record $1.8 billion settlement that also calls for the hedge fund to close its investment advisory business. SAC pleaded guilty in November to securities fraud and wire fraud for allowing eight employees to engage in illicit trading dating back to 1999, the report related. "The financial penalty being sought is steep but fair: it represents an appropriate punishment in light of the breadth and duration of the criminal conduct at SAC Capital, and deters similar misconduct at other institutions," assistant U.S. attorneys Antonia Apps, Arlo Devlin-Brown and John Zach said in their memo to Judge Swain, the Bloomberg report further related. "That criminal conduct included (but is not limited to) the actions of eight SAC employees who have either pled guilty or been found guilty at trial of engaging insider trading." * Bogus Private-Equity Fees Reportedly Found at 200 Firms by SEC ---------------------------------------------------------------- Alan Katz, writing for Bloomberg News, reported that a majority of private-equity firms inflate fees and expenses charged to companies in which they hold stakes, according to an internal review by the U.S. Securities and Exchange Commission, raising the prospect of a wave of sanctions by the agency. More than half of about 400 private-equity firms that SEC staff have examined have charged unjustified fees and expenses without notifying investors, the Journal said, citing a person with knowledge of the SEC's findings who asked not to be named because the results aren't public. While some of the problems appear to have resulted from error, some may have been deliberate, the person said. The SEC's review of the $3.5 trillion private-equity industry began after the 2010 Dodd-Frank Act authorized greater oversight of money managers, putting many firms under the agency's scrutiny for the first time, the Journal related. By December 2012, examiners had found that some advisers were miscalculating fees, improperly collecting money from companies in their portfolio and using the fund's assets to cover their own expenses. "A lot of the practices, in the eyes of the SEC, raise conflicts," the report cited Barry Barbash, Esq. -- bbarbash@willkie.com -- co-head of the asset-management group at Willkie Farr & Gallagher LLP in Washington. "The SEC wants those conflicts aired out and wants certain practices ultimately changed, and I'm sure we're going to see it." * Senate Passes Bill to Aid Long-Term Unemployed ------------------------------------------------ Siobhan Hughes, writing for The Wall Street Journal, reported that the Senate voted to restore emergency financial benefits for the long-term unemployed, the first in a series of moves planned by both parties to court core voters this fall. According to the report, the jobless-aid bill -- which passed on a bipartisan 59-38 vote -- is just one plank of what Democrats call their fairness agenda, which also includes a measure to promote equal pay for women, up for a vote, and another to raise the minimum wage to $10.10 an hour, after the spring recess. None of these are likely to pass the Republican-controlled House. House GOP leaders are emphasizing issues they say will lead to economic benefits, like reducing the deficit, the report related. That theme will be highlighted, culminating in a likely vote on a spending blueprint from House Budget Committee Chairman Paul Ryan (R., Wis.) The GOP budget, which includes cuts to nonmilitary domestic programs beyond levels agreed to in an August 2011 budget deal, calls broadly for reining in the federal government and giving a greater role to states and private companies, the report further related. It is unlikely to pass the Democratic-controlled Senate. In an unemployment vote, six Republicans joined all Democrats present in supporting the measure, a fact that Democrats are expected to point out as they try to pressure House Republican leaders to pass the extension, the report said. * Fitch Releases Report on Recovery Gap From the Great Recession ---------------------------------------------------------------- The 30 largest Fitch-rated cities across the U.S. face an increasing recovery gap from the great recession, according to a Fitch Ratings special report. The rise of knowledge economies, recovery from the unprecedented housing crisis and budget flexibility helped propel cities like Austin, TX, Boston, MA and Columbus, OH. However, a confluence of new and existing issues hindered others like Fresno, CA and Las Vegas, NV, and led to the largest U.S. municipal bankruptcy in Detroit. 'The most recent recession had a severe impact on American cities,' said Karen Wagner, Director in U.S. Public Finance at Fitch Ratings. 'However, the recovery is really a tale of two kinds of cities, with some bouncing back and others falling behind, struggling to recover.' 'While each city's financial situation is unique, it's the combination of prudent management and a diverse pre-recession economy that now sets the top-performers apart from those that faced more intense recessionary pressure.' In general, cities with knowledge economies -- those with an educated workforce and the presence of high-skill industries like healthcare, IT and education -- fared better than cities relying on low-skill sectors like manufacturing and agriculture. While taxes, many cities' main source of revenue, took a hit all around due to lower consumer spending and income. In addition, the housing crisis caused unprecedented problems due to depressed home prices lowering property taxes. Las Vegas' housing-led economy suffered from the pop of its housing bubble and the resulting downturn in construction. Cities with the ability to raise taxes or cut spending to make up for revenue declines fared better than those with less flexibility. In some cases, the great recession amplified existing financial and economic problems. Detroit, an outlier, is the most notable case, where several years of pre-recession declines were exacerbated by bankruptcies of GM and Chrysler in 2009. * von Briesen Firm Discusses Challenges in Individual Ch.11 Cases ----------------------------------------------------------------- Christopher J. Stroebel, Esq., Christopher J. Schreiber, Esq., David I. Cisar, Esq., Randall D. Crocker, Esq., and Shay A. Agsten, Esq., at von Briesen & Roper, S.C., in an article for the National Law Review, wrote that because of the complexity and expense of chapter 11, most reorganization cases are filed by entities rather than individuals. Nevertheless, in recent years a growing number of entrepreneurs and high net-worth individuals have used chapter 11 to restructure their personal finances and maintain control of their businesses and investments. The article discusses some common challenges arising in individual chapter 11 bankruptcy cases, and how a creditor can respond. A copy of the article is available at http://is.gd/CBqZeF * James Odell Joins Blank Rome as Co-Head of Financial Services --------------------------------------------------------------- Blank Rome LLP on May 5 disclosed that James E. Odell has joined the Firm as Co-Head of the Financial Services industry team and as a partner in the Finance, Restructuring, and Bankruptcy group. Mr. Odell brings more than 30 years of top-level experience in the financial services industry, serving in a number of inside and outside counsel positions for leading banks and law firms. He is based in the Firm's New York office. Considered one of the nation's leading financial services industry executives, Mr. Odell adds a broad set of skills and depth in the financial services industry, including bank and securities regulation, investment banking, trading and markets, capital markets, M&A, and finance?all of which support the Firm's already strong capabilities in finance (including securitization and capital markets transactions), regulatory, and white collar defense and investigations. "We are thrilled to welcome Jim to Blank Rome," said Alan J. Hoffman , Chairman and Managing Partner. "Jim's unparalleled experience, including serving as general counsel to two of the world's top banks during some of the industry's most turbulent times, will be an excellent addition to our comprehensive Financial Services team." Mr. Odell joins Blank Rome from The Depository Trust & Clearing Corporation ("DTCC"), the premier post-trade market infrastructure for the global financial services industry. As Managing Director, Head of Legal for DTCC, Mr. Odell served as the primary legal advisor to DTCC's senior business leaders. He managed bank and securities regulatory matters; executed strategic initiatives and transactions; supervised litigation and investigations; oversaw corporate governance, lobbying, PAC, and government affairs; and focused on privacy and securities projects. While at DTCC, Mr. Odell oversaw FSOC/Dodd-Frank planning, response, and implementation, which resulted in its subsidiaries receiving the first "systemically important" designations by the Treasury. Prior to DTCC, Mr. Odell served as General Counsel, Americas, for UBS Investment Bank. In this role, he managed the legal and compliance functions and related staff for UBS Investment Bank in the Americas and for all UBS businesses in Latin America. His wide-ranging responsibilities included oversight and management of regulatory matters and relationships; transactional and traded products legal matters; insolvency and workouts; corporate, real estate, and ABS lending; litigation and compliance; lobbying and government relations; and corporate and employment legal matters. At the height of the financial crisis in 2008, Mr. Odell served as the interim general counsel of all of UBS and represented UBS on the Treasury/Federal Reserve Wall Street crisis management team responsible for reviewing alternatives to the Lehman bankruptcy, the sale of Merrill Lynch, the preliminary restructuring steps for AIG, and establishing emergency financing facilities for the industry. "Jim's arrival to the Firm greatly bolsters our Financial Services industry team during an exciting period in the practice's growth and evolution," said Lawrence F. Flick II , Co-Head of the Financial Services industry team. "Having served in prominent roles at two premier financial institutions, Jim brings tremendous insight and best practices with regard to maximizing value and better serving our clients in the financial services sector." Prior to UBS, Mr. Odell was Global General Counsel of Investment Banking for Citigroup's Investment Bank, responsible for supervising the overall provision of legal services to investment banking globally and managing all outside counsel engagements and relationships. He was also a member of the Investment Bank's commitment committee and senior management operating and management committees. Mr. Odell focused on equity capital markets; leveraged finance, high yield, and debt capital markets; corporate lending (real estate and ABS); workouts; and M&A. During his time at Citigroup, Mr. Odell was involved in the Google IPO, the Enron and WorldCom bankruptcies, and the equity research Global Settlement. Before entering GC roles, Mr. Odell was a partner at O'Melveny & Myers LLP where he served as Co-Head of the firm's securities practice group and Head of the High Yield finance practice group. He also served as a partner at Jones, Day, Reavis & Pogue; and a senior associate at Simpson Thacher & Bartlett LLP. "I considered a great number of factors and options before moving back to private practice, and Blank Rome presented what I consider to be an ideal platform for continuing to build out what is already a unique and thriving financial services practice," said Mr. Odell. "The Firm's continued expansion?both in New York and other key markets?along with the depth and breadth of its stellar Financial Services team allows me to draw upon my GC, transactional, regulatory, and banking experience." Admitted to practice in New York, Mr. Odell received his JD from the University of Pennsylvania School of Law and his BS in finance from Lehigh University. He currently serves as a member of the board of advisors for the Institute for Law and Economics, a joint research center of Penn Law, the Wharton School, and the Department of Economics at the University of Pennsylvania. He previously served as a member of the committee of counsel and the board of directors for The Clearing House Association; chairman of the Swiss-American Chamber of Commerce (New York); a trustee of the UBS Americas Fund for Better Government; and a member of the capital markets committee of SIA/SIFMA. About Blank Rome LLP With nearly 500 attorneys serving clients around the globe, Blank Rome -- http://www.BlankRome.com-- is an international law firm representing businesses and organizations ranging from Fortune 500 companies to start-up entities. Founded in 1946, Blank Rome advises clients on all aspects of their businesses, including commercial and corporate litigation; consumer finance; corporate, M&A, and securities; environmental, energy, and natural resources; finance, restructuring, and bankruptcy; intellectual property and technology; labor and employment; maritime, international trade and government contracts; matrimonial; products liability, mass torts, and insurance; real estate; tax, benefits, and private client; and white collar defense and investigations. Blank Rome also represents pro bono clients in a wide variety of cases and matters. * John Hanley Joins Otterbourg's Corporate Practice --------------------------------------------------- Otterbourg P.C. on May 5 disclosed that John J. Hanley has joined the firm as a member in the corporate group. Mr. Hanley's practice focuses on the leveraged loan market (primary and secondary market and related transactions) as well as the offering and sale of debt and equity securities. He comes to the firm from Carter Ledyard & Milburn LLP, where he was a partner. "John is a great addition to Otterbourg, and we enthusiastically welcome him to the firm," said Daniel Wallen, Otterbourg's chairman. "He has a strong practice that enhances our corporate, banking and finance, and restructuring and bankruptcy groups. We offer John and his clients expertise that complements John's strengths and increases the range of available services to his clients." Mr. Hanley represents hedge funds, investment banks, trading desks, and special purpose vehicles in the purchase and sale of bank loans and other financial claims in the U.S., European, Latin American and Asia Pacific markets. He also represents lenders and arrangers in syndicated loan transactions and underwriters, initial purchasers and placement agents in the offering and sale of debt and equity securities in 144A and Regulation D transactions. Mr. Hanley is actively involved in developing standards through his participation in the Loan Syndications and Trading Association. "I'm excited by the opportunity Otterbourg provides me to expand my practice and improve what I can do for my clients," Mr. Hanley said. "The firm has a collaborative culture focused on client service, and it is particularly strong in the practice areas where my clients need the most support." Mr. Hanley earned his J.D. from the Fordham University School of Law and his B.A. from the John Jay College of Criminal Justice Summa Cum Laude. He was named by the Irish Voice to the Irish Legal 100 in 2012 and 2013. About Otterbourg P.C. Otterbourg P.C. offers clients a unique combination of legal insight and practical solutions and is known for its integrity, stability and business knowledge. The firm regularly represents clients in matters of national and international scope, including institutional lenders and creditors such as banks, asset-based lenders, hedge funds and private equity firms. The firm's practice includes domestic and cross-border financings, litigation and alternative dispute resolutions, mergers and acquisitions and other corporate transactions, real estate, restructuring and bankruptcy proceedings, and trusts and estates. * Upshot's Travis Vandell Bags M&A Advisor 40 Under 40 Award ------------------------------------------------------------ The M&A Advisor announced the winners of the 40 Under 40 Recognition Awards on Wednesday, April 30. Travis Vandell, co-founder and chief executive officer of claims & noticing firm UpShot Services LLC, was named a winner in the Service Provider category. The M&A Advisor, renowned globally for its recognition of leading M&A, financing and turnaround professionals, created this event to promote mentorship and professional development amongst the emerging business leaders. Travis has been chosen for his accomplishments and expertise from a pool of international nominees by an independent judging panel of distinguished business leaders. "In 2010, we initiated the 40 UNDER 40 Awards to recognize the emerging leaders of the M&A, Financing and Turnaround industries," said David Fergusson, president of The M&A Advisor. "It is our belief that this group of accomplished women and men will have a significant effect on the advancement of our industry. And it is our great pleasure to recognize them and provide a forum for them to meet and engage with one another." After working in the corporate restructuring industry for more than 12 years as an associate and later as a consultant, Travis co-founded UpShot Services LLC in 2012 with Robert Klamser, UpShot's president. Travis and the UpShot team have introduced new advances in technology to streamline the administrative aspects of corporate bankruptcy, and in the process have accomplished numerous industry firsts. In several recent and ongoing Chapter 11 cases, UpShot is the first claims and noticing agent to have received Bankruptcy Court approval on behalf of its clients for electronic claims filing and balloting procedures in active cases. "Innovation and change can be challenging in an industry that is as established and robust as corporate restructuring," comments Mr. Vandell. "It truly is an honor, not only for myself, but also for the entire team at UpShot Services, to be recognized by M&A Advisor for the strides that we've made in developing more cost- effective, electronic-based solutions that result in lower administrative costs and time-savings for the debtor and other stakeholders in the restructuring process." Prior to establishing UpShot Services, Travis served as a lead consultant on numerous, high profile Chapter 11 cases at a leading claims and noticing agent. Travis began his professional career in the legal industry as a legal intern within the Southern and Northern District of New York. Thereafter, Travis represented Chapter 11 debtors as an associate at a boutique, corporate bankruptcy firm in Wilmington, Del. On Tuesday, June 24, The M&A Advisor will host a black tie Awards Gala at the Roosevelt Hotel in Manhattan, in conjunction with the 2014 Emerging Leaders' Summit -- an exclusive event pairing 40 Under 40 winners together with their mentors and other stalwarts, to introduce the 40 Under 40 Award Winners to the business community and celebrate their achievements. The complete list of this year 40 Under 40 Award Winners is available at http://is.gd/WnBC27 About The M&A Advisor Since 1998, The M&A Advisor -- http://www.maadvisor.com-- has been presenting, recognizing the achievement of and facilitating connections between the world's leading mergers and acquisitions, financing and turnaround professionals with a comprehensive range of services including M&A SUMMITS; M&A AWARDS; M&A CONNECTS(TM); M&A ALERTS(TM), M&A LINKS(TM), M&A DEALS, MandA.TV and M&A MARKET INTEL(TM). About Upshot Services LLC Headquartered in Denver, Colo., UpShot Services LLC is a claims & noticing firm founded by industry veterans who pioneered a new standard of efficiency to serve the administrative needs of companies in corporate bankruptcy. UpShot helps debtors and their professionals navigate the intricacies of claims, noticing, balloting and other Chapter 11 milestones without the burden of high administrative costs. Its easy-to-use, scalable technology and industry expertise enable corporate debtors and their professionals to do more with less, with 24/7 support from experienced experts at every stage of corporate restructuring. * Veteran Legal Assistant Terri Sharp Joins Yesner Law ------------------------------------------------------ In dealing with the bankruptcy and mortgage crises still afflicting many families, it is critical to have legal representatives who understand both sides of the issues. With the addition of legal assistant Terri L. Sharp, Yesner Law (YesnerLaw.com) has significantly broadened its base of experience in foreclosures, short sales, and loan modifications. Both Ms. Sharp and firm founder Shawn Yesner have extensive experience working on the plaintiff's side, representing banks, mortgage, and loan companies in actions against borrowers. "This gives us a unique perspective when we're assisting clients who have mortgage problems," Mr. Yesner said. "We know the other side of the issues and what we need to do to help clients navigate the incredibly complex processes attached to foreclosures and short sales." While there has been some spotty improvement in residential real estate markets, Florida still ranks No. 1 among all states in foreclosures. More than 285,500 homes are in some stage of the foreclosure process, according to RealtyTrac, a national real estate data service. The total number of foreclosure actions is well more than double the number of homes for sale. Nearly one in every five Florida homes stands vacant. And within the state, Tampa ranks fifth among all cities in foreclosure cases. "The housing crisis is far from over," Mr. Yesner said. "That's especially true in the Tampa Bay region. When people can no longer afford to pay for their homes, they need sound legal advice guiding them out of what might be the worst financial crisis of their lives." Ms. Sharp, 53, has years of experience in mortgage banking and law. She joins Yesner law after serving as the senior litigation paralegal with the Michael J. Belle firm in Sarasota and as a legal assistant at Fulton, Friedman & Gullace in Brandon. "Terry comes to us with the compassion, knowledge and experience to fulfill our mission to provide expert, personal service to our clients," Mr. Yesner said. "They need to have confidence that we will see their case through to the best possible outcome. That is the promise Terri helps deliver." Yesner Law also handles Chapter 7 and Chapter 13 bankruptcies, landlord/tenant disputes, and debt settlement cases. * Large Companies With Insolvent Balance Sheet ---------------------------------------------- Total Share- Total Total Holders' Working Assets Equity Capital Company Ticker ($MM) ($MM) ($MM) ------- ------ ------ -------- ------- ABSOLUTE SOFTWRE ALSWF US 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE ABT CN 142.1 (11.2) (6.3) ABSOLUTE SOFTWRE OU1 GR 142.1 (11.2) (6.3) ACHAOGEN INC AKAO US 13.8 (0.0) 2.1 ADVANCED EMISSIO OXQ1 GR 106.4 (46.1) (15.3) ADVANCED EMISSIO ADES US 106.4 (46.1) (15.3) ADVENT SOFTWARE AXQ GR 456.3 (111.8) (106.0) ADVENT SOFTWARE ADVS US 456.3 (111.8) (106.0) AEROHIVE NETWORK 2NW GR 69.9 (3.3) 21.5 AEROHIVE NETWORK HIVE US 69.9 (3.3) 21.5 AIR CANADA-CL A AIDIF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A AC/A CN 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH TH 9,470.0 (1,397.0) 98.0 AIR CANADA-CL A ADH GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B ADH1 GR 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AIDEF US 9,470.0 (1,397.0) 98.0 AIR CANADA-CL B AC/B CN 9,470.0 (1,397.0) 98.0 ALIMERA SCIENCES ALIM US 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ TH 19.6 (4.9) 13.7 ALIMERA SCIENCES ASZ GR 19.6 (4.9) 13.7 ALLIANCE HEALTHC AIQ US 489.8 (136.6) 58.7 AMC NETWORKS-A AMCX US 2,636.7 (571.3) 889.9 AMC NETWORKS-A 9AC GR 2,636.7 (571.3) 889.9 AMER RESTAUR-LP ICTPU US 33.5 (4.0) (6.2) AMYLIN PHARMACEU AMLN US 1,998.7 (42.4) 263.0 AMYRIS INC AMRS US 198.9 (135.8) (0.4) ANGIE'S LIST INC ANGI US 124.3 (20.3) (30.0) ANGIE'S LIST INC 8AL GR 124.3 (20.3) (30.0) ARRAY BIOPHARMA AR2 GR 146.3 (5.4) 90.2 ARRAY BIOPHARMA ARRY US 146.3 (5.4) 90.2 ATLATSA RESOURCE ATL SJ 773.6 (14.1) 30.2 AUTOZONE INC AZO US 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 TH 7,262.9 (1,710.3) (860.8) AUTOZONE INC AZ5 GR 7,262.9 (1,710.3) (860.8) BARRACUDA NETWOR 7BM GR 236.2 (90.1) (66.5) BARRACUDA NETWOR CUDA US 236.2 (90.1) (66.5) BERRY PLASTICS G BERY US 5,367.0 (135.0) 761.0 BERRY PLASTICS G BP0 GR 5,367.0 (135.0) 761.0 BIOCRYST PHARM BO1 GR 48.9 (1.1) 26.9 BIOCRYST PHARM BO1 TH 48.9 (1.1) 26.9 BIOCRYST PHARM BCRX US 48.9 (1.1) 26.9 BIODELIVERY SCIE BD5 GR 38.0 (0.8) 1.6 BIODELIVERY SCIE BDSI US 38.0 (0.8) 1.6 BOULEVARD ACQUIS BLVDU US 0.5 (4.3) (4.7) BOULEVARD ACQUIS BLVD US 0.5 (4.3) (4.7) BRP INC/CA-SUB V B15A GR 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V BRPIF US 1,875.1 (63.7) 116.5 BRP INC/CA-SUB V DOO CN 1,875.1 (63.7) 116.5 BURLINGTON STORE BURL US 2,621.1 (150.5) 112.7 BURLINGTON STORE BUI GR 2,621.1 (150.5) 112.7 CABLEVISION SY-A CVC US 6,591.1 (5,274.3) 283.4 CABLEVISION SY-A CVY GR 6,591.1 (5,274.3) 283.4 CAESARS ENTERTAI C08 GR 24,688.9 (1,903.8) 1,239.5 CAESARS ENTERTAI CZR US 24,688.9 (1,903.8) 1,239.5 CANNAVEST CORP 0VE GR 10.7 (0.2) (1.3) CANNAVEST CORP CANV US 10.7 (0.2) (1.3) CAPMARK FINANCIA CPMK US 20,085.1 (933.1) - CC MEDIA-A CCMO US 15,097.3 (8,696.6) 753.7 CELLADON CORP CLDN US 24.6 (44.3) 20.1 CELLADON CORP 72C GR 24.6 (44.3) 20.1 CENTENNIAL COMM CYCL US 1,480.9 (925.9) (52.1) CENVEO INC CVO US 1,213.7 (497.0) 141.2 CHOICE HOTELS CZH GR 554.9 (454.6) 109.5 CHOICE HOTELS CHH US 554.9 (454.6) 109.5 CIENA CORP CIE1 GR 1,800.6 (86.9) 800.8 CIENA CORP CIEN TE 1,800.6 (86.9) 800.8 CIENA CORP CIE1 TH 1,800.6 (86.9) 800.8 CIENA CORP CIEN US 1,800.6 (86.9) 800.8 CINCINNATI BELL CBB US 2,107.3 (676.7) (3.2) DIRECTV DTV US 21,905.0 (6,169.0) (577.0) DIRECTV DIG1 GR 21,905.0 (6,169.0) (577.0) DIRECTV DTV CI 21,905.0 (6,169.0) (577.0) DOMINO'S PIZZA EZV TH 524.3 (1,269.0) 113.5 DOMINO'S PIZZA EZV GR 524.3 (1,269.0) 113.5 DOMINO'S PIZZA DPZ US 524.3 (1,269.0) 113.5 DUN & BRADSTREET DB5 GR 1,890.3 (1,042.3) (29.9) DUN & BRADSTREET DB5 TH 1,890.3 (1,042.3) (29.9) DUN & BRADSTREET DNB US 1,890.3 (1,042.3) (29.9) EASTMAN KODAK CO KODK US 3,815.0 (3,153.0) (785.0) EASTMAN KODAK CO KODN GR 3,815.0 (3,153.0) (785.0) EDGEN GROUP INC EDG US 883.8 (0.8) 409.2 EGALET CORP EGLT US 14.4 (1.5) (3.1) ELEVEN BIOTHERAP EBIO US 5.1 (6.1) (2.9) EMPIRE STATE -ES ESBA US 1,122.2 (31.6) (925.9) EMPIRE STATE-S60 OGCP US 1,122.2 (31.6) (925.9) FAIRPOINT COMMUN FONN GR 1,599.9 (309.2) 34.3 FAIRPOINT COMMUN FRP US 1,599.9 (309.2) 34.3 FERRELLGAS-LP FEG GR 1,620.8 (101.2) 20.0 FERRELLGAS-LP FGP US 1,620.8 (101.2) 20.0 FIVE9 INC 1F9 GR 56.3 (3.0) 1.1 FIVE9 INC FIVN US 56.3 (3.0) 1.1 FREESCALE SEMICO FSL US 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO 1FS GR 3,100.0 (3,851.0) 1,244.0 FREESCALE SEMICO 1FS TH 3,100.0 (3,851.0) 1,244.0 GENTIVA HEALTH GTIV US 1,262.6 (300.2) 94.3 GENTIVA HEALTH GHT GR 1,262.6 (300.2) 94.3 GLG PARTNERS INC GLG US 400.0 (285.6) 156.9 GLG PARTNERS-UTS GLG/U US 400.0 (285.6) 156.9 GLOBAL BRASS & C 6GB GR 548.7 (3.4) 286.9 GLOBAL BRASS & C BRSS US 548.7 (3.4) 286.9 GRAHAM PACKAGING GRM US 2,947.5 (520.8) 298.5 GREENSHIFT CORP VD4B GR 8.4 (39.6) (41.2) HALOZYME THERAPE HALO US 101.8 (20.0) 69.7 HALOZYME THERAPE HALOZ GR 101.8 (20.0) 69.7 HCA HOLDINGS INC HCA US 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC 2BH GR 29,809.0 (6,467.0) 2,986.0 HCA HOLDINGS INC 2BH TH 29,809.0 (6,467.0) 2,986.0 HD SUPPLY HOLDIN 5HD GR 6,324.0 (764.0) 1,210.0 HD SUPPLY HOLDIN HDS US 6,324.0 (764.0) 1,210.0 HORIZON PHARMA I HZNP US 252.6 (49.1) 67.5 HORIZON PHARMA I HPM GR 252.6 (49.1) 67.5 HORIZON PHARMA I HPM TH 252.6 (49.1) 67.5 HOVNANIAN ENT-A HOV US 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-A HO3 GR 1,787.3 (456.1) 1,131.9 HOVNANIAN ENT-B HOVVB US 1,787.3 (456.1) 1,131.9 HOVNANIAN-A-WI HOV-W US 1,787.3 (456.1) 1,131.9 HUGHES TELEMATIC HUTCU US 110.2 (101.6) (113.8) HUGHES TELEMATIC HUTC US 110.2 (101.6) (113.8) INCYTE CORP ICY TH 666.8 (162.4) 474.2 INCYTE CORP INCY US 666.8 (162.4) 474.2 INCYTE CORP ICY GR 666.8 (162.4) 474.2 INFOR US INC LWSN US 6,515.2 (555.7) (303.6) IPCS INC IPCS US 559.2 (33.0) 72.1 ISTA PHARMACEUTI ISTA US 124.7 (64.8) 2.2 JUST ENERGY GROU JE US 1,543.7 (199.3) (12.4) JUST ENERGY GROU JE CN 1,543.7 (199.3) (12.4) JUST ENERGY GROU 1JE GR 1,543.7 (199.3) (12.4) KATE SPADE & CO KATE US 977.5 (32.5) 206.5 KATE SPADE & CO LIZ GR 977.5 (32.5) 206.5 L BRANDS INC LB US 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD GR 7,198.0 (369.0) 1,324.0 L BRANDS INC LTD TH 7,198.0 (369.0) 1,324.0 LDR HOLDING CORP LDRH US 77.7 (7.2) 10.3 LEAP WIRELESS LWI TH 4,662.9 (125.1) 346.9 LEAP WIRELESS LEAP US 4,662.9 (125.1) 346.9 LEAP WIRELESS LWI GR 4,662.9 (125.1) 346.9 LEE ENTERPRISES LEE US 820.2 (157.4) 9.9 LORILLARD INC LLV GR 3,912.0 (2,161.0) 897.0 LORILLARD INC LLV TH 3,912.0 (2,161.0) 897.0 LORILLARD INC LO US 3,912.0 (2,161.0) 897.0 LUMENPULSE INC LMP CN 29.4 (38.4) 3.5 LUMENPULSE INC 0L6 GR 29.4 (38.4) 3.5 MACROGENICS INC M55 GR 42.0 (4.0) 11.7 MACROGENICS INC MGNX US 42.0 (4.0) 11.7 MALIBU BOATS-A M05 GR 57.2 (32.5) (2.0) MALIBU BOATS-A MBUU US 57.2 (32.5) (2.0) MANNKIND CORP NNF1 GR 258.6 (30.7) (51.5) MANNKIND CORP NNF1 TH 258.6 (30.7) (51.5) MANNKIND CORP MNKD US 258.6 (30.7) (51.5) MARRIOTT INTL-A MAQ TH 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAR US 6,665.0 (1,625.0) (1,031.0) MARRIOTT INTL-A MAQ GR 6,665.0 (1,625.0) (1,031.0) MAUI LAND & PINE MLP US 56.7 (36.0) (54.8) MDC PARTNERS-A MDZ/A CN 1,570.3 (94.1) (218.7) MDC PARTNERS-A MD7A GR 1,570.3 (94.1) (218.7) MDC PARTNERS-A MDCA US 1,570.3 (94.1) (218.7) MERITOR INC MTOR US 2,531.0 (782.0) 298.0 MERITOR INC AID1 GR 2,531.0 (782.0) 298.0 MERRIMACK PHARMA MP6 GR 192.4 (43.1) 108.9 MERRIMACK PHARMA MACK US 192.4 (43.1) 108.9 MIRATI THERAPEUT 26M GR 18.5 (24.3) (25.3) MIRATI THERAPEUT MRTX US 18.5 (24.3) (25.3) MONEYGRAM INTERN MGI US 4,761.4 (39.5) 115.9 MORGANS HOTEL GR MHGC US 572.8 (172.9) 6.5 MORGANS HOTEL GR M1U GR 572.8 (172.9) 6.5 MPG OFFICE TRUST MPG US 1,280.0 (437.3) - NATIONAL CINEMED NCMI US 1,067.3 (146.1) 134.0 NATIONAL CINEMED XWM GR 1,067.3 (146.1) 134.0 NAVISTAR INTL IHR TH 7,654.0 (3,877.0) 645.0 NAVISTAR INTL NAV US 7,654.0 (3,877.0) 645.0 NAVISTAR INTL IHR GR 7,654.0 (3,877.0) 645.0 NEKTAR THERAPEUT ITH GR 434.5 (89.9) 159.7 NEKTAR THERAPEUT NKTR US 434.5 (89.9) 159.7 NEXSTAR BROADC-A NXST US 1,163.7 (13.2) 117.2 NEXSTAR BROADC-A NXZ GR 1,163.7 (13.2) 117.2 NORTHWEST BIO NBYA GR 7.6 (14.3) (9.7) NORTHWEST BIO NWBO US 7.6 (14.3) (9.7) NYMOX PHARMACEUT NYMX US 1.1 (5.9) (2.3) OCI PARTNERS LP OP0 GR 460.3 (98.7) 79.8 OCI PARTNERS LP OCIP US 460.3 (98.7) 79.8 OMEROS CORP 3O8 GR 16.5 (18.4) 2.9 OMEROS CORP OMER US 16.5 (18.4) 2.9 OMTHERA PHARMACE OMTH US 18.3 (8.5) (12.0) OPOWER INC 38O GR 63.1 (6.3) (11.9) OPOWER INC 38O TH 63.1 (6.3) (11.9) OPOWER INC OPWR US 63.1 (6.3) (11.9) OVERSEAS SHIPHLD OSGIQ US 3,644.5 (60.2) 439.5 PALM INC PALM US 1,007.2 (6.2) 141.7 PHIBRO ANIMAL HE PAHC LN 480.8 (63.5) 179.9 PHIBRO ANIMAL HE PAO EU 480.8 (63.5) 179.9 PHIBRO ANIMAL HE PAO GR 480.8 (63.5) 179.9 PHIBRO ANIMAL-A PAHC US 480.8 (63.5) 179.9 PHIBRO ANIMAL-A PB8 GR 480.8 (63.5) 179.9 PHILIP MORRIS IN PM FP 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN 4I1 TH 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1EUR EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1CHF EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PMI SW 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM US 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN 4I1 GR 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1 EU 36,137.0 (7,157.0) 854.0 PHILIP MORRIS IN PM1 TE 36,137.0 (7,157.0) 854.0 PLAYBOY ENTERP-A PLA/A US 165.8 (54.4) (16.9) PLAYBOY ENTERP-B PLA US 165.8 (54.4) (16.9) PLUG POWER INC PLUG US 35.4 (15.5) 11.1 PLUG POWER INC PLUN TH 35.4 (15.5) 11.1 PLUG POWER INC PLUN GR 35.4 (15.5) 11.1 PLY GEM HOLDINGS PGEM US 1,042.3 (52.0) 175.8 PLY GEM HOLDINGS PG6 GR 1,042.3 (52.0) 175.8 PROTALEX INC PRTX US 1.2 (8.6) 0.6 PROTECTION ONE PONE US 562.9 (61.8) (7.6) QUICKSILVER RES KWK US 1,369.7 (1,006.0) 259.2 QUINTILES TRANSN QTS GR 3,061.9 (559.5) 571.3 QUINTILES TRANSN Q US 3,061.9 (559.5) 571.3 REGAL ENTERTAI-A RGC US 2,704.7 (715.3) (41.3) REGAL ENTERTAI-A RETA GR 2,704.7 (715.3) (41.3) RENAISSANCE LEA RLRN US 57.0 (28.2) (31.4) RENTPATH INC PRM US 208.0 (91.7) 3.6 RETROPHIN INC RTRX US 21.4 (5.8) (10.3) RETROPHIN INC 17R GR 21.4 (5.8) (10.3) REVANCE THERAPEU RVNC US 18.9 (23.7) (28.6) REVANCE THERAPEU RTI GR 18.9 (23.7) (28.6) REVLON INC-A REV US 2,123.9 (596.5) 246.4 REVLON INC-A RVL1 GR 2,123.9 (596.5) 246.4 RITE AID CORP RAD US 6,944.9 (2,113.7) 1,777.7 RITE AID CORP RTA GR 6,944.9 (2,113.7) 1,777.7 RURAL/METRO CORP RURL US 303.7 (92.1) 72.4 SABRE CORP SABR US 4,755.7 (317.7) (273.6) SABRE CORP 19S GR 4,755.7 (317.7) (273.6) SALLY BEAUTY HOL S7V GR 2,106.0 (268.8) 715.8 SALLY BEAUTY HOL SBH US 2,106.0 (268.8) 715.8 SILVER SPRING NE SSNI US 516.4 (78.1) 95.5 SILVER SPRING NE 9SI TH 516.4 (78.1) 95.5 SILVER SPRING NE 9SI GR 516.4 (78.1) 95.5 SMART TECHNOL-A SMT US 374.2 (29.4) 71.6 SMART TECHNOL-A SMA CN 374.2 (29.4) 71.6 SMART TECHNOL-A 2SA TH 374.2 (29.4) 71.6 SPORTSMAN'S WARE SPWH US 265.0 (128.6) 76.1 SPORTSMAN'S WARE 06S GR 265.0 (128.6) 76.1 SUNESIS PHARMAC RYIN TH 40.5 (6.2) 6.5 SUNESIS PHARMAC RYIN GR 40.5 (6.2) 6.5 SUNESIS PHARMAC SNSS US 40.5 (6.2) 6.5 SUNGAME CORP SGMZ US 0.1 (2.2) (2.3) SUPERVALU INC SJ1 GR 4,374.0 (738.0) 52.0 SUPERVALU INC SVU US 4,374.0 (738.0) 52.0 SUPERVALU INC SJ1 TH 4,374.0 (738.0) 52.0 THRESHOLD PHARMA THLD US 104.1 (23.5) 59.0 TRANSDIGM GROUP TDG US 6,292.5 (234.2) 882.4 TRANSDIGM GROUP T7D GR 6,292.5 (234.2) 882.4 TRINET GROUP INC TN3 GR 1,434.7 (270.4) 65.1 TRINET GROUP INC TNET US 1,434.7 (270.4) 65.1 ULTRA PETROLEUM UPM GR 2,881.8 (227.7) (374.8) ULTRA PETROLEUM UPL US 2,881.8 (227.7) (374.8) UNISYS CORP UISEUR EU 2,399.2 (659.6) 421.4 UNISYS CORP USY1 GR 2,399.2 (659.6) 421.4 UNISYS CORP USY1 TH 2,399.2 (659.6) 421.4 UNISYS CORP UIS1 SW 2,399.2 (659.6) 421.4 UNISYS CORP UISCHF EU 2,399.2 (659.6) 421.4 UNISYS CORP UIS US 2,399.2 (659.6) 421.4 VARONIS SYSTEMS VRNS US 33.7 (1.5) 1.8 VARONIS SYSTEMS VS2 GR 33.7 (1.5) 1.8 VECTOR GROUP LTD VGR GR 1,260.2 (21.6) 183.3 VECTOR GROUP LTD VGR US 1,260.2 (21.6) 183.3 VENOCO INC VQ US 695.2 (258.7) (39.2) VERISIGN INC VRSN US 2,609.3 (457.6) (253.6) VERISIGN INC VRS GR 2,609.3 (457.6) (253.6) VERISIGN INC VRS TH 2,609.3 (457.6) (253.6) VINCE HOLDING CO VNCE US 470.3 (181.2) (158.1) VINCE HOLDING CO VNC GR 470.3 (181.2) (158.1) VIRGIN MOBILE-A VM US 307.4 (244.2) (138.3) VISKASE COS I VKSC US 346.7 (16.3) 106.1 WEIGHT WATCHERS WW6 GR 1,483.1 (1,461.0) (31.0) WEIGHT WATCHERS WW6 TH 1,483.1 (1,461.0) (31.0) WEIGHT WATCHERS WTW US 1,483.1 (1,461.0) (31.0) WEST CORP WT2 GR 3,544.1 (709.4) 405.3 WEST CORP WSTC US 3,544.1 (709.4) 405.3 XERIUM TECHNOLOG XRM US 624.1 (11.4) 107.5 XOMA CORP XOMA GR 134.8 (4.0) 97.4 XOMA CORP XOMA US 134.8 (4.0) 97.4 XOMA CORP XOMA TH 134.8 (4.0) 97.4 YRC WORLDWIDE IN YEL1 TH 2,064.9 (363.1) 193.6 YRC WORLDWIDE IN YEL1 GR 2,064.9 (363.1) 193.6 YRC WORLDWIDE IN YRCW US 2,064.9 (363.1) 193.6 ********* 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 ***