/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140514.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, May 14, 2014, Vol. 18, No. 132 Headlines 24 HOUR FITNESS: S&P Rates $500MM Sr. Unsecured Notes 'CCC+' 301 PLAZA: Case Summary & 20 Largest Unsecured Creditors ALLIED IRISH: Files First Quarter Interim Management Statement ARGENTINA: Supreme Court Weighs Aid to Holders of Debt AUTOCANADA INC: S&P Assigns 'BB-' CCR & Rates Proposed Debt 'B+' AVIS BUDGET: S&P Raises CCR to 'BB-' & Removes Rating From Watch BAPTIST HOME: Amends Cozen O'Connor Employment Application BAPTIST HOME: Employs KPMG CF as Fin'l Advisor and Banker BERRY PLASTICS: Announces Tender Offer and Consent Solicitation BIOFUEL ENERGY: Amends 2013 Annual Report to Add Part III BIOLIFE SULUTIONS: Amends 2013 Annual Report BOX SHIPS: In Talks with Lenders to Obtain Covenant Breach Waiver BRAFFITS CREEK: Cohen Braffits Files Plan & Disclosure Statement BRAFFITS CREEK: UST Wants Court to Convert or Dismiss Case BRIXMOR LLC: S&P Puts 'B' CCR on CreditWatch Positive BURGER KING: S&P Revises Outlook to Pos. & Raises Rating to 'B+' CASA ANTIGUA: Condo Units to Be Sold At June 20 Foreclosure Sale CEK DISTRIBUTORS: Case Summary & 6 Largest Unsecured Creditors CELL THERAPEUTICS: Incurs $29 Million Net Loss in First Quarter CELL THERAPEUTICS: Had $29.3MM Net Financial Standing at March 31 CHENIERE ENERGY: S&P Raises Corp. Credit Rating to 'BB' CHINA NATURAL: Judge Axes Ch. 11 Exclusivity Extension CLEAR EDGE: Taps Insolvency Services as Noticing & Claims Agent CLEAR EDGE: Employs Dorsey & Whitney as Bankruptcy Counsel CLEAR EDGE: Hires Gerbsman Partners as Financial Advisors CLEAR EDGE: Seeks to Continue Use of Cash Management System COATES INTERNATIONAL: To Convert Paid-In Capital to Demand Notes COMMUNICATION INTELLIGENCE: Obtains $2MM Unsecured Line of Credit COMARCO INC: Reports $2 Million Net Loss in Fiscal 2014 COMPASS GROUP: S&P Affirms 'BB-' Corp. Credit Rating COMPETITIVE TECHNOLOGIES: Amends 2013 Annual Report COMPETITIVE TECHNOLOGIES: Asserts Rights Over Calmare Product CORINTHIAN COLLEGES: Receives Credit Facility Waiver DBSI INC: Former Execs Say Jurors 'Misled' Amid Acquittal Push DETROIT, MI: Snyder Says Progress Being Made on $350MM for City DIALOGIC INC: Amends 2013 Annual Report DRIPPING SPRINGS: Foreclosure Sale Set for June 12 DUCOMMUN INC: S&P Affirms 'B+' Corp. Credit Rating EL MIRAGE MARKET: Case Summary & 19 Largest Unsecured Creditors ELEPHANT TALK: Amends 2013 Annual Report EMPIRE RESORTS: Top Stockholder Exercises Subscription Rights ENERGY FUTURE: 7-Member Committee Named for TCEH Debtors & EFHCS ENERGY FUTURE: May 22 Hearing on Wilmington Savings Discovery Bid ENERGY FUTURE: Bankruptcy's Silver Lining for Coal Power Plants ENERGY XXI: S&P Assigns 'B' Rating to $300MM Sr. Unsecured Debt ENVISION HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB-' EVANS & SUTHERLAND: Incurs $551,000 Net Loss in 1st Quarter FAMILY MEMORIALS: Delays Filing; OSC Issues Temporary MCTO FINJAN HOLDINGS: Annual Stockholders' Meeting Set on July 10 FIRST PHYSICIANS: Posts $3.6 Million Net Income in First Quarter FIRSTPLUS FINANCIAL: Judge Trims Attys' Fees in Racketeering Case FISKER AUTOMOTIVE: Seeks More Time To Finalize Ch. 11 Plan FOUNDATION HEALTHCARE: To Hold "Say-on-Pay" Votes Every 3 Years GENERAL MOTORS: U.S. Lost $11.2-Bil. in Bailout, TARP Report Says GENERAL MOTORS: Wants Ignition Switch Suits Stayed GENESIS ENERGY: S&P Rates $300MM Sr. Unsecured Notes 'B' GLOBAL AVIATION: Gets Nod For Ch. 11 Forbearance Deal GOODMAN NETWORKS: S&P Revises Outlook to Neg. & Affirms 'B' CCR GROUP 1 AUTOMOTIVE: S&P Rates $300MM Sr. Unsecured Notes 'BB' GYMBOREE CORP: S&P Lowers CCR to 'CCC+'; Outlook Developing HAMPTON CAPITAL: Wants CCA Global to Return $180,229 HAMPTON CAPITAL: Files Avoidance Suit v. National Floorcovering HARLAN LABORATORIES: S&P Withdraws 'CCC' Rating on Acquisition HARRIS LAND: Secured Lender Asks Court to Dismiss Ch. 11 Case HASHFAST TECHNOLOGIES: Facing Involuntary Chapter 7 Petition IMH FINANCIAL: Completes Issuance of Notes and Rights Offerings INTERLEUKIN GENETICS: Amends 2013 Form 10-K to Add Disclosure IPC INTERNATIONAL: Asks Court to Approve Wickman and Noyes Deal KAISER ALUMINUM: S&P Raises Corp. Credit Rating to 'BB' KRIEG FAMILY: Assets to Be Sold at June 18 Foreclosure Auction LPATH INC: Incurs $3.3 Million Net Loss in First Quarter LUCID INC: Incurs $1.8 Million Net Loss in First Quarter LUCID INC: Amends 2013 Annual Report METEX MFG: Supplements to Reorganization Plan Filed MF GLOBAL: Former Execs Again Seek $10M More For Defense Costs MISSION NEWENERGY: Ends March With $1 Million in Cash MOBILESMITH INC: Amends 2013 Annual Report to Add Omitted Info. MMRGLOBAL INC: Amends 2013 Annual Report MONEY CENTERS: CEO Says Ch. 11 Trustee Would Hurt Recovery MOTORCAR PARTS: To Sell $100 Million Worth of Securities NATIONAL AIRLINES: Former Exec Asks High Court to Ax Tax Liability NEOMEDIA TECHNOLOGIES: Posts $242.6 Million Net Income in Q1 NEONODE INC: CFO Brunton Plans to Retire NII HOLDINGS: Amends 2013 Annual Report to Add Disclosure NORTHWIND KENNELS: Voluntary Chapter 11 Case Summary OHCMC-OSWEGO: May 15 Hearing on Motion to Schedule Bar Date OHCMC-OSWEGO: May 15 Status Hearing on Freeborn as Counsel OHCMC-OSWEGO: Withdraws Bid to Employ Rally as Sales Agent OMNICOMM SYSTEMS: Amends Report on 2011 Meeting Results ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013 ORMET CORP: Payoff Letter Approved PALM DRIVE: May 16 Hearing on Bid to Reject Unexpired Leases PALM DRIVE: Owens & Minor Wants to Set Off Claim PEREGRINE FINANCIAL: CFTC's $645M Fine Wins Judge's Approval PINNACLE FOODS: S&P Puts 'B+' CCR on CreditWatch Positive PLANDAI BIOTECHNOLOGY: Amends 2013 and 2012 Annual Reports PLC SYSTEMS: Amends 2013 Annual Report to Add Part III PLUG POWER: Obtains $116.3 Million From Stock Offering POLYPORE INTERNATIONAL: S&P Withdraws Ratings Including 'BB-' CCR QUARTZ HILL: Court Reinstates Chapter 11 Cases QUARTZ HILL: Responds to Creditors Request for Cases Dismissal QUIZNOS: Bankruptcy Court Confirms Pre-Pack Reorganization Plan RAMS ASSOCIATE: Court Confirms 2nd Modified Reorganization Plan REFCO PUBLIC COMMODITY: Voluntary Chapter 11 Case Summary RESPONSE BIOMEDICAL: Stockholders Elect 8 Directors RESTORA HEALTHCARE: Court Approves Additional Executive Officers RESTORA HEALTHCARE: Ombudsman Hires Vernon Consulting as Advisor RESTORGENEX CORP: Obtains $11.1 Million From Private Placement REVSTONE INDUSTRIES: PBGC Rips 'Wasteful' Bid to Oust It RICEBRAN TECHNOLOGIES: Amends 2013 Annual Report RIVERWALK JACKSONVILLE: Taps Aaronson Schantz as Counsel SCH-TRIDENT LTD: Section 341(a) Meeting Set on May 30 SEANERGY MARITIME: Signs Agreement for Equity Contribution SECUREALERT INC: Elli Sabag May Sell 236,469 Common Shares SOLAR POWER: Amends 2013 Annual Report to Add Part III SOUTH FLORIDA SOD: Orange Hammock Ranch Purchases Real Property SOUTHGOBI RESOURCES: Coal Prices Remain Under Pressure in 2014 SPECIALTY HOSPITAL: Petitioning Creditors Want Ch. 11 Trustee SPENDSMART PAYMENTS: Isaac Blech Reports 14.3% Equity Stake STANADYNE HOLDINGS: Has Deal to Sell Filtration Business STEINWAY MUSICAL: S&P Affirms 'B' Corp. Credit Rating SUBURBAN PROPANE: S&P Assigns 'BB-' Rating to $525MM Sr. Notes SUN GROVE SENIOR: Foreclosure Auction Set for June 13 SURTRONICS INC: Case Dismissal Bid Denied THERMOENEGY CORP: Amends 2013 Form 10-K to Add Part III THINKFILM LLC: Investor Can't Ditch Aramid Contract Claims TRANS ENERGY: Defaults Under ASD Credit Agreement TREEHOUSE FOODS: S&P Assigns 'BB' Rating to $1.2BB Loan Facility TRUE RELIGION: S&P Lowers CCR to 'B-' On Weak Performance US AIRWAYS: Pilots Ask High Court To Review ERISA Appeal VICTORY ENERGY: Intends to Acquire Fairway Project for $6-Mil. VIGGLE INC: Closes $35 Million Public Offering of Common Stock VISION INDUSTRIES: Acting Chief Financial Officer Quits VYCOR MEDICAL: Completes Offering of $929,860 in Units WAVE SYSTEMS: Reduces Q1 Net Loss to $3.3 Million WM SIX FORKS: Asks Court for Final Decree Closing Case WORLDCOM INC: Verizon Urges High Court To Review IRS' Claim * Ga. Justices Urged to Say Bank Dirs. Can Be Personally Liable * Judges Consider What Defines Insider Trading * Chartis Can't Dodge Suit Over Losses on $103M Hotel Loan * Pacific Oil Gets Approval for 67 Oil Well Acquisition * Senators Delay Action on Fannie Mae Amid Democrats' Rift * Stress Tests Forecast $190B in Losses at Fannie Mae, Freddie Mac * Two Giant Banks, Seen as Immune, Become Targets * U.S. Wins $1.2-Mil. Penalty Against Bank for Aiding Payday Loans * Global And Domestic Hurdles May Rattle Auto Parts Sector * Jobless Claims Rise More Than Forecast in Easter Holiday Week * Ratings Firms Ride Bond Resurgence * Scott Rose Joins Parker Ibrahim as Securities Litigation Chair ********* 24 HOUR FITNESS: S&P Rates $500MM Sr. Unsecured Notes 'CCC+' ------------------------------------------------------------ Standard & Poor's Ratings Services assigned California-based 24 Hour Fitness WorldWide Inc.'s proposed $500 million in senior unsecured notes our 'CCC+' issue-level rating, with a recovery rating of '6', indicating S&P's expectations for negligible recovery (0%-10%). 24 Hour Holdings III LLC is the issuer of this debt. The 'B' corporate credit rating and stable outlook are unaffected by this rating action, which follows S&P's April 29th, 2014, assignment of a 'B+' issue-level rating and '2' recovery rating to the company's proposed $150 million revolving credit facility and $850 million term loan. The '2' recovery rating indicates S&P's expectations for a substantial recovery (70%-90%) for lenders in the event of default. S&P's assessment of 24 Hour's business risk profile as "fair" reflects the competitive nature of the fitness club operating environment, low barriers to entry, and high customer attrition in the industry, as well as the vulnerability to economic cycles and exposure to consumer discretionary spending, which can be volatile. However, S&P believes 24 Hour's geographic diversity and solid market position, with club clusters in several metropolitan areas, modestly offset these factors. S&P's assessment of 24 Hour's financial risk profile as "highly leveraged" is driven by S&P's expectation for operating lease- adjusted leverage to remain around 6x over the intermediate term. While adjusted leverage will spike modestly above 6x as a result of this transaction, S&P believes it will decrease to just below 6x in 2015 as a result of modest EBITDA growth, fueled in part by 24 Hour's continued increases in membership pricing and geographic expansion. S&P's assessment of 24 Hour's financial risk profile as highly leveraged also reflects its financial policy assessment, based on the company's ownership by financial sponsors AEA Investors and Teachers' Private Capital. These financial sponsors will own a substantial majority of 24 Hour following this transaction, which means that the financial sponsors will be able to drive the company's leverage and financial policy. The stable outlook reflects S&P's belief that membership trends, including total members and attrition, will remain fairly stable over the intermediate term and that there will be no significant leveraging events over the near term. S&P believes these trends will help sustain adjusted leverage around 6x and adjusted interest coverage in the mid-2x area. 301 PLAZA: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: 301 Plaza, Inc. 19727 Oakbrook Circle Boca Raton, FL 33434 Case No.: 14-20857 Chapter 11 Petition Date: May 12, 2014 Court: United States Bankruptcy Court Southern District of Florida (West Palm Beach) Judge: Hon. Erik P. Kimball Debtor's Counsel: Charles I Cohen, Esq. FURR & COHEN 2255 Glades Rd #337W Boca Raton, FL 33431 Tel: (561) 395-0500 Email: ccohen@furrcohen.com Total Assets: $2.25 million Total Liabilities: $5.64 million The petition was signed by Paul W. Levine, director. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flsb14-20857.pdf ALLIED IRISH: Files First Quarter Interim Management Statement -------------------------------------------------------------- Allied Irish Banks, p.l.c., announced its Q1 2014 interim management statement on May 12, 2014. Chief Executive Officer David Duffy said, "AIB returned to profitability in Q1 2014 and progress is evident across a number of fronts. We are delivering our stated objectives which include increases in new lending drawdowns, the recent EU Commission's approval of our restructuring plan, improvement in the cost of funding and capital position, supporting customers in financial difficulty and a decrease in overall impaired loans. "Our operating performance is trending positively and notwithstanding the challenges that lie ahead, I believe the bank will continue to deliver against our strategic objectives. The bank expects that discussions with the State regarding simplification of the bank's capital structure will continue into H2 2014. We remain focused on supporting Irish economic recovery, continuing to build profitability and ultimately returning capital to the State." Total assets reduced by c. EUR4bn to EUR114bn in Q1 2014 driven by a strategic reduction in the AFS portfolio, repayment of NAMA Senior Bonds and net loan reduction. NAMA Senior Bonds were c. EUR13.5bn at March 31, 2014, following a repayment of c. EUR2bn in the quarter. Following the bank's announcement in March 2014 in respect of simplification of the capital structure, discussions with the Department of Finance have commenced in relation to the possible conversion of some or all of the EUR3.5bn 2009 Preference Shares into ordinary shares and options in respect of the Contingent Capital Notes. AIB hopes to reach agreement in relation to these discussions with the Department of Finance during H2 2014 and as part of these discussions the bank will consider options in respect of repayment of capital to the State. The bank will also consider a share capital reduction to create further distributable reserves. A full-text copy of the Interim Report is available for free at: http://is.gd/bqsdhp Tender Offer Results EBS Limited, a wholly owned subsidiary of AIB, announced the final results of its invitations to holders of the Bonds issued by Emerald to tender those Bonds for purchase by EBS. EBS has received tender instructions for EUR320,296,663 in aggregate (amortised) principal amount of Bonds, and has decided to set the final acceptance amount at EUR105,116,978 in aggregate (amortised) principal amount of Bonds. Further details of the pricing and final results are contained in the announcement made by EBS (which is available at the following Web site link http://is.gd/cNCciD About Allied Irish Banks Allied Irish Banks, p.l.c. -- http://www.aibgroup.com/-- is a major commercial bank based in Ireland. It has an extensive branch network across the country, a head office in Dublin and a capital markets operation based in the International Financial Services Centre in Dublin. AIB also has retail and corporate businesses in the UK, offices in Europe and a subsidiary company in the Isle of Man and Jersey (Channel Islands). Since the onset of the global and Irish financial crisis, AIB's relationship with the Irish Government has changed significantly. As at Dec. 31, 2010, the Government, through the National Pension Reserve Fund Commission ("NPRFC"), held 49.9% of the ordinary shares of the Company (the share of the voting rights at shareholders' general meetings), 10,489,899,564 convertible non- voting ("CNV") shares and 3.5 billion 2009 Preference Shares. On April 8, 2011, the NPRFC converted the total outstanding amount of CNV shares into 10,489,899,564 ordinary shares of AIB, thereby increasing its holding to 92.8% of the ordinary share capital. In addition to its shareholders' interests, the Government's relationship with AIB is reflected through formal and informal oversight by the Minister and the Department of Finance and the Central Bank of Ireland, representation on the Board of Directors (three non-executive directors are Government nominees), participation in NAMA, and otherwise. Allied Irish reported a loss of EUR1.59 billion on EUR1.34 billion of net interest income for the year ended Dec. 31, 2013, as compared with a loss of EUR3.55 billion on EUR1.10 billion of net interest income in 2012. Allied Irish incurred a net loss of $2.32 billion in 2011. At Dec. 31, 2013, the Company had EUR117.73 billion in total assets, EUR107.24 billion in total liabilities and EUR10.49 billion in total shareholders' equity. ARGENTINA: Supreme Court Weighs Aid to Holders of Debt ------------------------------------------------------ Adam Liptak, writing for The New York Times, reported that the Supreme Court seemed inclined to offer at least modest help to Argentina?s creditors. According to the report, the issue before the justices was in some ways a minor one, and they will soon decide whether to hear a second and more significant case arising from Argentina?s 2001 default on billions of dollars of debt. That case is an appeal by Argentina of a lower court?s decision in favor of hedge funds that held about $1.3 billion in Argentine bonds. The question for the justices at the argument was whether federal courts in the United States may issue subpoenas to banks to help creditors who have won judgments against Argentina find assets around the world, the report related. Several justices seemed prepared to allow subpoenas for some information, though some of them suggested the creditors? requests had been too sweeping. Theodore B. Olson, a lawyer for the bondholders in both cases, said they were entitled to detailed information because Argentina had been disguising and hiding its assets, the report further related. "If it?s an airline that says Argentine Air Force on the side of it," he said, "it still could be commercial property. We need to know what those assets are." Chief Justice John G. Roberts Jr. said that request went too far. "Doesn?t that seem pretty extraordinary?" he asked, adding: "That?s pretty intrusive at a sovereign level to say you can find out how many jet fighters Argentina happens to have," the report added. AUTOCANADA INC: S&P Assigns 'BB-' CCR & Rates Proposed Debt 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' long-term corporate credit rating to AutoCanada Inc. The outlook is stable. At the same time, Standard & Poor's assigned its 'B+' issue-level rating and '5' recovery rating to AutoCanada Inc.'s proposed C$150 million senior unsecured notes due 2021. The '5' recovery rating on the senior unsecured notes indicates S&P's expectation that lenders would receive modest (10%-30%) recovery in the event of default. S&P expects AutoCanada to use the proceeds of the debt issue to refinance current debt as well as to fund, in part, a number of pending dealership acquisitions. The ratings on AutoCanada reflect Standard & Poor's assessment of the company's business risk profile as "fair" and its financial risk profile as "significant." "Our fair business risk assessment on AutoCanada reflects the company's solid position as a leading auto retailer in Canada, its diverse and complementary revenue streams -- vehicle sales, parts and services, and finance and insurance -- and the company's continued good profitability, despite the competitive market," said Standard & Poor's credit analyst Arthur Wong. S&P's financial risk assessment of significant is based on its belief that the company's adjusted leverage will remain below 4x and funds from operations (FFO)-to-debt will be above 20%, despite the company's stated goal of increasing its pace of dealership acquisitions. AutoCanada is one of the largest auto retailers in Canada, with 34 franchised dealerships, and is the only publicly traded one in the country. The company has four business segments -- new car sales (63% of revenues), used car sales (21%), parts and services (10%), and finance and insurance (6%). The parts and services segment and finance and insurance operations are much higher margin businesses and help diversify AutoCanada's revenue. The stable outlook on AutoCanada reflects Standard & Poor's belief that the company will continue to benefit from the expected continued solid sales growth of light vehicles in Canada. AutoCanada will also continue to diversify its brand sales as it increases its dealership acquisition program, while maintaining adjusted leverage at less than 4x. S&P would lower the ratings on AutoCanada, should leverage exceed 5x over an extended period. This could occur due to a more aggressive acquisition plan, the company's failure to effectively integrate acquired operations resulting in a drop in margins, or a steep drop in demand for light vehicles if Canada slipped into a recession. S&P believes that the chances for these scenarios are unlikely, however, given AutoCanada's stated goal of maintaining a moderate leverage level, funding acquisitions with a mix of debt and equity, management's track record of successfully integrating acquired dealerships, and S&P's current views on the Canadian economy. To raise the rating, S&P would need to view AutoCanada's diversity and size and scale on par with its 'BB' rated North American peers. The company's relatively smaller size, geographic concentration in western Canada, and sales reliance on Chrysler models compares unfavorably with those of its peers. Alternatively, maintenance of credit measures consistent with an intermediate financial risk profile (leverage less than 3x and FFO to debt of more than 30%) could also support an upgrade, though S&P thinks that is unlikely in the near term. AVIS BUDGET: S&P Raises CCR to 'BB-' & Removes Rating From Watch ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it raised its corporate credit rating on Parsippany, N.J.-based Avis Budget Group Inc. to 'BB-' from 'B+' and removed the rating from CreditWatch, where S&P placed it with positive implications on March 6, 2014. The outlook is stable. At the same time, S&P raised its issue-level rating on Avis Budget's senior secured debt to 'BB+' from 'BB' and removed the rating from CreditWatch positive. The '1' recovery rating on the debt remains unchanged, indicting S&P's expectation for very high recovery (90%-100%) in the event of a default. S&P also raised its rating on the company's senior unsecured debt to 'B+' from 'B' and removed the rating from CreditWatch positive. 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. The rating actions on Avis Budget (parent of the Avis and Budget car rental brands, the Budget consumer truck rental brand, and the Zipcar car sharing brand) reflect the company's improved credit metrics, primarily due to solid operating earnings and lower interest expense. "We expect the company's credit metrics to remain relatively consistent through 2015, and its operating performance to improve, with continued synergies from the Avis Europe and Zipcar acquisitions offsetting incremental debt to finance growth," said Standard & Poor's credit analyst Betsy Snyder. The outlook is stable. "We expect Avis Budget's credit metrics to remain relatively consistent through 2015, with EBITDA interest coverage in the mid-5x area, FFO to debt in the low 20% area, and debt to EBITDA in the high 3x area," said Ms. Snyder. S&P could raise the rating if the company's operating performance exceeds its expectations, resulting in EBITDA interest coverage exceeding 6x and FFO to debt remaining above 20% over a sustained period. S&P believes a downgrade is unlikely over the next year, but it could take such an action if industry conditions weaken, causing EBITDA interest coverage to fall to below 4.5x on a sustained basis. BAPTIST HOME: Amends Cozen O'Connor Employment Application ---------------------------------------------------------- The Baptist Home of Philadelphia d/b/a Deer Meadows Retirement Community and The Baptist Home Foundation filed an amended application to employ Cozen O'Connor as counsel. The amended employment application modifies the current hourly rates charged by Cozen for professionals and paraprofessionals employed in its offices. The original employment application says the hourly rate for members is $375 to $670, while the amended employment application says the hourly rate for members is $375 to $675. About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia estimated $10 million to $50 million in assets and debt. The Debtors have tapped Cozen O'Connor as counsel. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. BAPTIST HOME: Employs KPMG CF as Fin'l Advisor and Banker --------------------------------------------------------- The Baptist Home of Philadelphia d/b/a Deer Meadows Retirement Community and The Baptist Home Foundation seek authority to employ KPMG Corporate Finance LLC as financial advisor and investment banker. The Debtors expect that KPMG CF will assist them with aspects of the Transaction including, without limitation: (a) assisting the Debtors in drafting an offering document describing the Debtors, their operations, their historical performance and future prospects; (b) assisting the Debtors in identifying, contacting and screening potential parties for a Transaction; (c) assisting the Debtors in contacting potential acquirers of the assets or business of the Debtors; (d) assisting the Debtors in preparing a due diligence data room and in coordinating the due diligence investigations of potential parties to a Transaction; (e) assisting the Debtors in analyzing proposals that are received from potential parties to a Transaction; and (f) advising and assisting the Debtors in negotiating the financial aspects of any proposed Transaction. The Debtors have agreed to pay to KPMG CF the following as compensation for the services to be provided by KPMG CF: (a) a transaction fee if the Debtors consummate a Transaction, determined as follows, but in no event less than $600,000, payable by wire on the date of closing: Transaction Value Transaction Fee ----------------- --------------- Less than or equal to 2.5% of Transaction $25 million Value, subject to the minimum fee of $600,000 Greater than $25 million $625,000 plus 3.0% of and less than or equal to the amount by which the $30 million Transaction Value exceeds $25 million Greater than $30 million $775,000 plus 3.5% of and less than or equal to the amount by which the $35 million Transaction Value exceeds $30 million Greater than $35 million $950,000 plus 4.0% of the amount by which the Transaction Value exceeds $35 million If the Debtors receive any payment from another person following or in connection with the termination, abandonment or failure to occur of any proposed Transaction, then the Debtors will pay to KPMG CF a fee in an amount equal to 50% of the Break-Up Fee upon the receipt of the Break-Up Fee by the Debtors or any of its subsidiaries provided however that KPMG CF will not be entitled to receive a share of any such Break-Up Fee in the event KPMG CF is paid a Transaction Fee. The Debtors agree to reimburse KPMG CF promptly upon request, but no less than monthly, for all out-of-pocket expenses incurred, subject to a maximum of $10,000, including, without limitation, travel, and communication and document production expenses, incurred by KPMG CF. The Debtors also agree to reimburse KPMG CF for fees and expenses of counsel, in an amount not to exceed $10,000, including the preparation of the retention agreement and any application fees, which are not subject to the Expense Cap. Maureen A. Spivack assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia estimated $10 million to $50 million in assets and debt. The Debtors have tapped Cozen O'Connor as counsel. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. BERRY PLASTICS: Announces Tender Offer and Consent Solicitation --------------------------------------------------------------- Berry Plastics Group, Inc., announced the launch on April 28, 2014, by Berry Plastics Corporation, Berry Group's wholly owned subsidiary, of a cash tender offer and consent solicitation with respect to any and all of the Issuer's outstanding 9 1/2 percent Second Priority Senior Secured Notes due 2018 issued under an indenture dated as of April 30, 2010. CUSIP 085790 AU7 Outstanding Principal $500,000,000 Amount Security 9 1/2% Second Priority Senior Secured Notes due 2018 Consent Date 5:00 p.m., New York City time, May 9, 2014 Tender Offer Consideration $1,022.50 Consent $30.00 Payment Total Consideration $1,052.50 In connection with the tender offer, the Issuer is soliciting the consents of the holders of the Notes to proposed amendments to the Indenture. The principal purpose of the consent solicitation and the Proposed Amendments is to eliminate substantially all of the restrictive covenants, eliminate or modify certain events of default and eliminate or modify related provisions contained in the Indenture. In order for the Proposed Amendments to be effective, holders of at least a majority of the outstanding aggregate principal amount of the Notes must consent to the Proposed Amendments. Holders who tender Notes are obligated to consent to the Proposed Amendments and holders may not deliver consents without tendering the related Notes. Each holder who validly tenders its Notes and delivers consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on May 9, 2014, unless that time is extended by the Issuer, will receive, if those Notes are accepted for purchase pursuant to the tender offer, the total consideration of $1,052.50, which includes $1,022.50 as the tender offer consideration and $30.00 as a consent payment. In addition, accrued interest up to, but not including, the applicable payment date of the Notes will be paid in cash on all validly tendered and accepted Notes. The tender offer is scheduled to expire at midnight, New York City time, on May 23, 2014, unless extended. Tendered Notes may be withdrawn and consents may be revoked at any time prior to the Consent Date but not thereafter, subject to limited exceptions. Holders who validly tender their Notes and deliver their consents after the Consent Date will receive only the tender offer consideration and will not be entitled to receive a consent payment if those Notes are accepted for purchase pursuant to the tender offer. The Issuer reserves the right, at any time or times following the Consent Date but prior to the Expiration Date, to accept for purchase all the Notes validly tendered prior to the Early Acceptance Time. If the Issuer elects to exercise this option, it will pay the total consideration for the Notes accepted for purchase at the Early Acceptance Time on such date or dates promptly following the Early Acceptance Time. Also on the Early Payment Date, the Issuer will pay accrued and unpaid interest up to, but not including, the Early Payment Date on the Notes accepted for purchase at the Early Acceptance Time. The Issuer currently expects that the Early Payment Date will be May 12, 2014. Subject to the terms and conditions of the tender offer and the consent solicitation, the Issuer will, at such time or times after the Expiration Date, accept for purchase all the Notes validly tendered prior to the Expiration Date. The Issuer will pay the total consideration or tender offer consideration for the Notes accepted for purchase at the Final Acceptance Time on such date or dates promptly following the Final Acceptance Time. Also on the Final Payment Date, the Issuer will pay accrued and unpaid interest up to, but not including, the Final Payment Date on the Notes accepted for purchase at the Final Acceptance Time. The Issuer currently expects that the Final Payment Date will be May 27, 2014. The consummation of the tender offer and the consent solicitation is conditioned upon, among other things, (i) the issuance of an aggregate principal amount of new second priority senior secured notes acceptable to the Issuer in its sole discretion, with terms (including economic terms) acceptable to the Issuer in its sole discretion, to permit the closing of the tender offer, consent solicitation, the redemption of the Notes, if required, and related transactions, and the availability of proceeds from the issuance of the new notes necessary to pay the applicable total consideration and interest to the Early Payment Date or the Final Payment Date, as the case may be, for validly tendered Notes or to redeem Notes, if required (including any applicable premiums and fees and expenses), and (ii) the receipt of the consents of holders of at least a majority of the outstanding aggregate principal amount of the Notes to the Proposed Amendments, and the execution of the supplemental indenture giving effect to the Proposed Amendments. If any of the conditions are not satisfied, the Issuer may terminate the tender offers and return tendered Notes. The Issuer has the right to waive any of the foregoing conditions with respect to the Notes. In addition, the Issuer has the right, in its sole discretion, to terminate the tender offer or the consent solicitation at any time, subject to applicable law. Credit Suisse Securities (USA) LLC will act as Dealer Manager and Solicitation Agent for the tender offer and consent solicitation. Questions regarding the tender offer or consent solicitation may be directed to Liability Management Group at (800) 820-1653 (toll- free) or at (212) 538-2147 (collect). Global Bondholder Services Corporation will act as the Information Agent for the tender offer and consent solicitation. Requests for the Offer Documents may be directed to Global Bondholder Services Corporation at 212-430-3774 (for brokers and banks) or (866) 470- 4300 (for all others). 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. The Company's balance sheet at Sept. 28, 2013, the Company had $5.13 billion in total assets, $5.33 billion in total liabilities and a $196 million stockholders' deficit. * * * 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. BIOFUEL ENERGY: Amends 2013 Annual Report to Add Part III --------------------------------------------------------- BioFuel Energy Corp. amended its annual report on Form 10-K for the year ended Dec. 31, 2013, as originally filed with the U.S. Securities and Exchange Commission on March 26, 2014, in order to provide the information required by Part III of Form 10-K. In the Company's original Annual Report, the Company incorporated Part III of Form 10-K by reference to the Company's proxy statement for the 2014 Annual Meeting of Stockholders pursuant to General Instruction G(3) to Form 10-K. The proxy statement for the 2014 Annual Meeting of Stockholders, however, will not be filed within 120 days after the end of its 2013 fiscal year. A copy of the Form 10-K/A is available for free at http://is.gd/TnYjj9 About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy reported a net loss of $45.65 million for the year ended Dec. 31, 2013, as compared with a net loss of $46.32 million during the prior year. As of Dec. 31, 2013, the Company had $15.65 million in total assets, $4.60 million in total liabilities and $11.05 million in total equity. Grant Thornton LLP, in Denver, Colorado, did not issue a "going cocern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. In their report on the consolidated financial statements for the year ended Dec. 31, 2012, Grant Thornton expressed substantial doubt about the Company's ability to continue as a going concern. The independent auditors noted that the Company incurred a net loss of $46.3 million during the year ended Dec. 31, 2012, is in default under the terms of the Senior Debt Facility, and has ceased operations at its Fairmont ethanol facility. These conditions, among other matters, raise substantial doubt about the Company's ability to continue as a going concern. BIOLIFE SULUTIONS: Amends 2013 Annual Report -------------------------------------------- BioLife Solutions, Inc., amended its annual report on Form 10-K for the year ended Dec. 31, 2013, which was originally filed with the U.S. Securities and Exchange Commission on Feb. 12, 2014, to include the responses to the items required by Part III that the Company previously intended to incorporate by reference to the proxy statement for the Company's 2013 annual meeting of shareholders. A copy of the Form 10-K/A is available for free at: http://is.gd/p0JhaL About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. As of Sept. 30, 2013, the Company had $3.20 million in total assets, $16.06 million in total liabilities and a $12.85 million total shareholders' deficiency. BOX SHIPS: In Talks with Lenders to Obtain Covenant Breach Waiver ----------------------------------------------------------------- Box Ships Inc. on May 12 disclosed that as of March 31, 2014, the Company had total outstanding indebtedness of $173.9 million, of which $22.7 million is scheduled to be repaid in the forthcoming 12-month period, of which $4.0 million has already been repaid as of the date of this release. Furthermore, as of March 31, 2014, the Company was in compliance with the covenants contained in its loan agreements, as amended to give effect to the waivers it was granted during the second and third quarter of 2013, with the exception of the Leverage Ratio covenant contained in one of its loan agreements as a result of our waiver which expired on January 1, 2014. In addition, in connection with the waivers which expire in the second and third quarter of 2014, had the waivers not been granted, the Company would not have been in compliance, as of March 31, 2014, with certain of its other financial covenants and security cover ratios contained in the loan agreements. In accordance with U.S. GAAP, unless the waivers are extended for a period of more than one year after the balance sheet date or the loans are refinanced prior to the issuance of the consolidated financial statements, the Company's total debt will be required to be presented as current. Even though to date the lender has not declared an event of default under the loan agreement for which the Company was not in compliance as of March 31, 2014, that breach constitutes an event of default and as a result of the cross default provisions included in its loan agreements, may result in the lenders accelerating or demanding immediate repayment of their loans. The Company is currently in negotiations with all of its lenders to obtain a waiver of its covenant breach and extend its existing waivers, or to amend its loan covenants. The Company believes that the lenders will not demand payment of the loans before their scheduled maturity, provided that it remains current with its obligations of paying principal and interest when they become due. In addition, the Company has no borrowing capacity under its existing loan facilities and no capital commitments. The Company anticipates that its current financial resources, including the net proceeds from its Units offering, together with cash generated from operations will be sufficient to fund the operations of its current fleet, including its working capital requirements, for the next 12 months, assuming that the debt will not be accelerated by its lenders. The disclosure was made in Box Ship's earnings release for the quarter ended March 31, 2014, a copy of which is available for free at http://is.gd/n1MvYV Box Ships Inc. is an Athens, Greece-based international shipping company specializing in the transportation of containers. The Company's current fleet consists of nine containerships with a total carrying capacity of 43,925 TEU and a TEU weighted average age of 8.2 years. The Company's shares trade on the New York Stock Exchange under the symbol "TEU." BRAFFITS CREEK: Cohen Braffits Files Plan & Disclosure Statement ---------------------------------------------------------------- Cohen Braffits Estates Development, LLC, a secured creditor in the Chapter 11 cases of Braffits Creek Estates, LLC, filed on April 25 a bankruptcy-exit plan and disclosure statement for the Debtor. Matthew L. Johnson, Esq., at Johnson & Gubler, P.C., in Las Vegas, Nevada, relates that Cohen's plan provides for two classes of priority claims, one class of secured claims, one class of unsecured claims, and one class of equity security holders. Under the plan, Cohen will take ownership of 100% of the equity of reorganized Braffits. Class Description ----- ----------- Class 1 Administrative Claims and Priority Claims Class 2 Secured Tax Claims Class 3 Cohen Secured Claim Class 4 Allowed Unsecured Claims Class 5 Class of Equity Security Interest Holders Braffits owns 2,654 acres of partially developed land known as Braffits Creek Estates, located between Brian Head, Utah and in Cedar City, Utah, up Summit Canyon. Cohen has a first lien on Braffits Creek Estates. Cohen believes that this represents substantially all of Braffits' assets. The property secures a claim of $67 million held by Cohen. The property is also subject to a tax lien held by Iron County, Utah arising out of failure to pay prepetition property taxes. Iron County asserts $1,527,724 in prepetition property taxes, and another $432,223 in postpetition property taxes. Cohen, however, disputes the amount of the tax claims and will seek a determination by the United States Bankruptcy Court for the District of Nevada regarding the proper amount of that claim. Braffits had noted that the property is worth about $25 million but Cohen believes that the actual value is far lower. The property is subject to secured claims of Cohen and Iron County in excess of $68 million, leaving negative equity of over $40 million. Payments and distributions under the plan will be funded primarily by Cohen. Cohen believes that without its contribution, general unsecured creditors would receive no distribution on account of their allowed claims. Under Cohen's plan, Cohen's loan will be restructured and set at the fair market value of the property and the balance of its deficiency claim will be deemed unsecured. The plan proposes to pay Iron County the amount of its prepetition tax claim, as determined by the Court, over the course of three years and four months. The plan further proposes to pay Iron County the full amount of its allowed postpetition tax claim as soon as practicable after the later of the effective date and the Court's ruling regarding the allowed amount of that claim. The Court has previously entered an Order requiring postpetition taxes to be paid by September 10, 2014. Unsecured creditors will receive all of the avoidance actions, and other litigation, if any, held by Braffits, and $10,000 from Cohen to fund a liquidating trust. The plan also provides for the 100% payment of all administrative expenses, including fees payable to the Office of the United States Trustee and priority claims, upon the later of the effective date or a Court order allowing the claim. Cohen is represented by: Matthew L. Johnson, Esq. JOHNSON & GUBLER, P.C. Lakes Business Park 8831 W. Sahara Ave. Las Vegas, NV 89117 Tel: (702) 471-0065 Fax: (702) 471-0075 Email: mjohnson@mjohnsonlaw.com - and - Timothy W. Walsh, Esq. Jeremy R. Johnson, Esq. MCDERMOTT WILL & EMERY LLP 340 Madison Avenue New York, NY 10173 Tel: (212) 547-5400 Fax: (212) 547-5444 Email: twwalsh@mwe.com jrjohnson@mwe.com Cohen Seeks Stay Relief Prior to filing the Plan, Cohen filed papers asking the Bankruptcy Court to lift the automatic stay to pursue its state law remedies, including foreclosure, against its collateral. On May 31, 2007, Braffits executed a $28.86 million promissory note in favor of Kennedy Funding, Inc., as agent. The initial interest rate was 12% that increased to 18% over the term of the note. The default interest rate is 25%. The mortgage grants Kennedy a first lien and security interest in a project known as Braffits Creek, comprised of 2,654 acres of partially developed land. The security agreement provided all of the Braffits' personal property as security. As of January 31, 2014, total amount owed under the note are: Principal $26,318,202 Interest 40,617,080 Interest Accrual (per diem) 18,026 per day ----------- Total $66,935,283 Braffits listed the debt owed to Kennedy as $25 million secured and $3.86 million unsecured. Braffits also listed other secured debts owed to Gregg Wood for $300,000 and The Thirty-Two Hundred HOA for $156,000. Braffits listed the value of Braffits Creek as $25 million. On March 4, 2013, Kennedy and Cohen entered into a note and mortgage purchase and sale agreement pursuant to which Kennedy, as agent for the prepetition lenders, transferred to Cohen all of its right, title, and interest in and to the note and mortgage. Mr. Johnson points out that Braffits has not yet made any postpetition payments towards the interest, principal amount, fees, or expenses owed under the note and mortgage. Mr. Johnson argues that Braffits has zero prospects for reorganization and it owes Cohen substantially more than the Braffits Creek is worth by any valuation. According to Mr. Johnson, Braffits' inability to advance any credible prospects for reorganization, especially as a single asset real estate debtor, provides additional grounds to lift the stay. Braffits previously waived its rights seek relief on account of accommodations that Kennedy, Cohen's predecessor in interest, made in an effort to restructure the obligations under the note. About Braffits Creek Estates LLC Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy Judge Bruce A. Markell presides over the case. David J. Winterton, & Assoc., Ltd., represents the Debtor in its restructuring effort. The Debtor disclosed $25,003,800 in assets and $33,959,140 in liabilities as of the Chapter 11 filing. BRAFFITS CREEK: UST Wants Court to Convert or Dismiss Case ---------------------------------------------------------- The Bankruptcy Court, upon the behest of the United States Trustee, compelled Braffits Creek Estates, LLC, to file its reorganization plan and disclosure statement on April 25, 2014. The U.S. Trustee sought to convince the Court that Braffits' Chapter 11 case should be dismissed or converted into a Chapter 7 case. Jonas V. Anderson, Esq., attorney for U.S. Trustee Tracy Hope Davis, in Las Vegas, Nevada, noted that dismissal was warranted because Braffits has not filed an operating report to account for any month since August 2013 or paid $6518 in past due U.S. Trustee fees. When the U.S. Trustee filed its request, the case has been pending in the Court for 1.5 years and Braffits had not taken any action of record in the case in more than two months. Braffits, the Iron County Treasurer's office, and Cohen Braffits Estates Development, LLC, all expressed opposition to the U.S. Trustee's request. In its ruling, the Court further compelled Braffits to timely file all monthly operating reports, pay the U.S. Trustee fees, and pay postpetition taxes due to the Iron County Treasurer by September 10, 2014. Had Braffits been unable to file its plan and disclosure statement by the Court's deadline, the Court would have dismissed or converted the case. The case could still be dismissed or converted if the plan is not confirmed by August 26, 2014. About Braffits Creek Estates LLC Braffits Creek Estates LLC filed for Chapter 11 protection (Bankr. D. Nev. Case No. 12-19780) on Aug. 23, 2012. Bankruptcy Judge Bruce A. Markell presides over the case. David J. Winterton, & Assoc., Ltd., represents the Debtor in its restructuring effort. The Debtor disclosed $25,003,800 in assets and $33,959,140 in liabilities as of the Chapter 11 filing. BRIXMOR LLC: S&P Puts 'B' CCR on CreditWatch Positive ----------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating on Brixmor LLC on CreditWatch with positive implications. At the same time, S&P placed on CreditWatch its 'B' issue-level rating on Brixmor LLC's $294 million of outstanding unsecured debt. The '3' recovery rating on this debt is unchanged. Brixmor LLC is a large, national owner and manager of strip shopping center real estate with an estimated $4 billion in holdings diversified across 25 states. "The company's recently reported first-quarter 2014 results reflected strengthening operating performance, with higher rents on expiring leases and small shop occupancy gains contributing to a 5.8% increase in same-property net operating income," said Standard & Poor's credit analyst Lisa Sarajian. In addition, recent debt pay downs have lowered leverage and secured debt levels, and strengthened debt coverage measures. The debt reduction at Brixmor LLC was due in part to capital contributed by Brixmor Property Group (BPG), which is the company's indirect parent. BPG, which has a similarly constituted, but much larger asset base of shopping centers (about $9 billion) also reported solid first-quarter results, and has improved liquidity and broader access to capital since its November 2013 partial initial public offering. However, S&P notes that despite BPG's recent listing, the company remains controlled by various funds affiliated with The Blackstone Group L.P. (Blackstone), with Blackstone still retaining an estimated 77% economic stake in the company. "As part of our review, we will reconsider Brixmor LLC's business risk profile (which we currently view as "weak" based on our criteria for real estate companies) in light of its improving portfolio performance and the potential for future additional support provided by its indirect parent, BPG. We will reassess the Brixmor LLC's financial risk profile, which we currently view as "aggressive" and constrained by the still sizable stake held in BPG by Blackstone. Our current recovery ratings will be reassessed, given recent and anticipated near-term debt reduction. We will also seek to confirm investing and financing policies, including the expected future use of joint-ventures, as well as any contemplated changes to the current legal organization structure so as to confirm the impact on our adjusted financial measures," S&P said. Standard & Poor's will seek to resolve the CreditWatch within the next 90 days. Upon completion of S&P's review, it could raise the ratings by one or two notches. BURGER KING: S&P Revises Outlook to Pos. & Raises Rating to 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services revised the outlook on Miami- based Burger King Corp. to positive from stable. At the same time, we raised the issue-level rating on the company's senior unsecured notes due 2018 to 'B+' from 'B' and revised the recovery rating to '4' from '5'. The notes are now rated the same as the corporate credit rating and the '4' recovery rating indicates S&P's expectations of average (30%-50%) recovery in the event of default. S&P affirmed all other ratings, including the 'B+' corporate credit rating. "The outlook revision comes as the company has experienced consistent profit growth and enhanced credit ratios, which we expect to continue over the near term," said credit analyst Charles Pinson-Rose. "Importantly, if we believe the company's financial policies will become consistent with a higher rating (debt reduction rather than increasing leveraging for example) S&P could consider a higher rating over the near term." S&P's outlook on Burger King is positive. This is based on the expectation the company should continue have higher profits over the next year and improve credit ratios such that leverage is in the mid-4x area and FFO to debt is near 14% by the end of 2014. S&P also expects a similar trajectory in subsequent years. Upside scenario S&P would consider a higher rating if credit ratios were solidly in the ranges commensurate with that of "aggressive" financial risk profiles, and S&P believed the company's financial policies would allow for those ratios to be sustained or improve. In this situation, S&P would revise the comparable ratings analysis to "neutral" from "negative". For example, if leverage was in the mid-4x area by the end of 2014 and the company executed a refinancing transaction that only increased debt levels moderately, S&P may consider a higher rating, assuming S&P believed the company could maintain a comparable profit growth trajectory. S&P may also consider an upgrade in this case if the company decided that it would forgo any refinancing transaction and there would be no material increase of debt over the near term. Downside scenario S&P would likely revise the outlook to stable if the company's operating trends worsen such that sales and profit growth was static -- possibly as a result of flat revenues driven by negative same-store sales and a significant deceleration of restaurant growth. Conversely, S&P may consider a stable outlook if the company added considerable amounts of debt as part of a refinancing transaction or through an additional debt issuance. CASA ANTIGUA: Condo Units to Be Sold At June 20 Foreclosure Sale ---------------------------------------------------------------- Real and real property of Casa Antigua Apartments Limited Partnership, c/o Walling Homes, L.P., 2806 Alpine Blvd., Suite E, Alpine, CA 91901-7801, will be sold at the public auction to the highest bidder at 100 Quality Hill Road, Bisbee, Arizona, Cochise County, Arizona, 85603, which is the location of the Superior Court, on June 20, 2014, at 10:00 a.m. Mountain Standard Time of said day. Proceeds from the sale will be used to pay down debt in the principal balance of $9,900,000. The initial Beneficiary under the Trust Deed is Bank of Wyoming, a Wyoming state-chartered bank. The current Beneficiary is National Servicing and Administration, LLC, successor-in-interest to the Bank of Wyoming, a Wyoming state-chartered bank. The initial Trustee under the Trust Deed was Pioneer Title Agency, and the current Trustee under the Trust Deed is Bradley H. Logan. Every bidder, except the Beneficiary with respect to any credit bid, will be required to provide a $10,000 deposit in form satisfactory to the Trustee as a condition of entering a bid. The Real Property is located at 2299 Oakmont Drive, Sierra Vista, Arizona 85635, and consists of several units at the Casa Antigua Condominiums: Units 1101 through 1108, inclusive, 1201 through 1208, inclusive, 1301 through 1308, inclusive, 2101 through 2108, inclusive, 2201 through 2208, inclusive, 2301 through 2308, inclusive, 3101 through 3106, inclusive, 3201, 3203 and 3204, 3301, 3302 and 3304, 4101 through 4108, inclusive, 4201 through 4208, inclusive, 5101 through 5108, inclusive, 5201 through 5208, inclusive, 6101 through 6108, inclusive, 6201 through 6208, inclusive, 7101 through 7108, inclusive, 7201 through 7208, inclusive, 7301 through 7308, inclusive, 8101 through 8104, inclusive, and 8201 through 8204, inclusive, and Common Areas A and B The Trustee may be reached at: Bradley H. Logan, Esq. HINSHAW & CULBERTSON LLP 3200 North Central Avenue, Suite 800 Phoenix, AZ 85012-2428 Tel: (602) 337-5529 CEK DISTRIBUTORS: Case Summary & 6 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: CEK Distributors, Inc. PO Box 3106 Bayamon, PR 00960 Case No.: 14-03821 Chapter 11 Petition Date: May 12, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Jesus Enrique Batista Sanchez, Esq. THE BATISTA LAW GROUP, PSC Cond Midtown Center 420 Juan Ponce De Leon Ave., Suite 901 San Juan, PR 00918 Tel: 787-620-2856 Fax: 787-620-2854 Email: rosafblg@gmail.com Total Assets: $1.42 million Total Liabilities: $849,649 The petition was signed by Edwin Davila, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-03821.pdf CELL THERAPEUTICS: Incurs $29 Million Net Loss in First Quarter --------------------------------------------------------------- Cell Therapeutics, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $29 million on $1.41 million of total revenues for the three months ended March 31, 2014, as compared with a net loss of $19.38 million on $1.12 million of total revenues for the same period in 2013. As of March 31, 2014, the Company had $73.28 million in total assets, $36.6 million in total liabilities, $13.46 million in common stock purchase warrants and $23.22 million in total shareholders' equity. "In the first quarter, we achieved growth in E.U. sales of PIXUVRI for the treatment of patients with aggressive B-cell non-Hodgkin lymphoma, which is due in part to the previously announced favorable reimbursement decisions, demonstration of cost effectiveness and growing awareness among key opinion leaders in the lymphoma community," said James A. Bianco, M.D., president and CEO. "We believe we are on track to achieve our stated corporate goal of operating the commercial business with a net positive product contribution by year-end. Another of our corporate goals this year is to expand the global reach and revenue potential of PIXUVRI through a potential partnership in the rest of world, excluding countries in the E.U. where CTI has a commercial presence and the U.S. In addition to driving PIXUVRI sales, we are focused on completing the first Phase 3 clinical trial of pacritinib, an oral JAK2/FLT3 inhibitor, in myelofibrosis and reporting the topline results late this year, while advancing the second pacritinib Phase 3 trial." "Our independent registered public accounting firm included an explanatory paragraph in its reports on our consolidated financial statements for each of the years ended December 31, 2007 through December 31, 2011 regarding their substantial doubt as to our ability to continue as a going concern. Although our independent registered public accounting firm removed this going concern explanatory paragraph in its report on our December 31, 2012 consolidated financial statements, we expect to continue to need to raise additional financing to develop our business and satisfy obligations as they become due. The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company stated in the Report. Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications and patents relating to intellectual property for PIXUVRI, pacritinib and tosedostat. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio, which uses polymers that are linked to drugs known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/fCPaCp Pixuvri Launched in UK Cell Therapeutics announced the launch of PIXUVRI(R) (pixantrone), the first new treatment for adult patients in the United Kingdom (UK) with multiply relapsed or refractory aggressive B-cell non- Hodgkin lymphoma (aggressive B-cell NHL), at the 54th annual scientific meeting of the British Society for Haematology. PIXUVRI is the first monotherapy treatment option for this patient group and the only therapy licensed for third and fourth line use in aggressive B-cell NHL patients, which includes diffuse large B- cell lymphoma (DLBCL). There are approximately 37,000 new cases of aggressive B-cell NHL every year in the European Union (EU)1,2, and CTI estimates that up to 1,600 to 1,800 people in the UK are diagnosed with aggressive B-cell NHL each year. Patients with aggressive B-cell NHL who relapse after second-line treatment have a poor survival prognosis ranging from only several weeks to 12 months.3,4 Professor Finbarr E. Cotter, Professor of Haematology and Chair of Experimental Haematology, Centre for Haemato-Oncology, Barts Cancer Institute, and representative for the British Society for Haematology (BSH) said, "The availability of PIXUVRI in the UK is an important milestone for patients who have aggressive B-cell NHL. DLBCL is the most common type of aggressive NHL and despite undoubted progress in the last 10 years resulting from the introduction of better first-line therapy, the disease still recurs in some patients. A new therapy that delivers effective treatment with manageable side effects offers real hope for these patients that fail second- or third-line therapy." PIXUVRI is a novel aza-anthracenedione with unique structural and physiochemical properties. The PIX301 phase 3 clinical trial demonstrated anti-lymphoma activity of PIXUVRI and a predictable and manageable side effect profile compared to other treatments for this condition.5 James A. Bianco, M.D., president and chief executive officer of CTI, said, "At CTI, we prioritise the patient experience and are committed to developing therapeutic options for people living with cancer who want a chance at a longer and better quality of life. We are pleased to be able to bring PIXUVRI to patients in the UK, addressing a critical gap in care for patients at this stage of the disease living with few, if any effective treatment options." The launch in the UK of PIXUVRI follows conditional marketing authorization by the European Commission (EC) in 2012 and the National Institute for Health and Care Excellence final guidance recommending prescription of PIXUVRI as a cost-effective monotherapy in early 2014. PIXUVRI is currently available in Austria, Denmark, Finland, Germany, Italy, France, Netherlands, Norway, Sweden and the UK. CTI intends to pursue making PIXUVRI available in other European countries in 2014. About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. CELL THERAPEUTICS: Had $29.3MM Net Financial Standing at March 31 ----------------------------------------------------------------- Cell Therapeutics, Inc., reported that estimated and unaudited net financial standing of CTI Parent Company as of March 31, 2014, was $29.3 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of March 31, 2014, was $30.6 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $2.6 million as of March 31, 2014. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $3 million as of March 31, 2014. The Company disclosed that during March 2014, there were solicitations for payment only within the ordinary course of business and there were no injunctions or suspensions of supply relationships that affected the course of normal business. During the month of March 2014, the Company's common stock, no par value, outstanding increased by 201,315 shares. Consequently, the number of issued and outstanding shares of Common Stock as of March 31, 2014, was 149,838,981. A copy of the press release is available for free at: http://is.gd/wgXdHr About Cell Therapeutics Headquartered in Seattle, Washington, Cell Therapeutics, Inc. (NASDAQ and MTA: CTIC) -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $93.72 million in total assets, $37.50 million in total assets, $13.46 million in common stock purchase warrants and $42.75 million in total shareholders' equity. Going Concern "Our independent registered public accounting firm included an explanatory paragraph in its reports on our consolidated financial statements for each of the years ended December 31, 2007 through December 31, 2011 regarding their substantial doubt as to our ability to continue as a going concern. Although our independent registered public accounting firm removed this going concern explanatory paragraph in its report on our December 31, 2012 consolidated financial statements, we expect to continue to need to raise additional financing to develop our business and satisfy obligations as they become due. The inclusion of a going concern explanatory paragraph in future years may negatively impact the trading price of our common stock and make it more difficult, time consuming or expensive to obtain necessary financing, and we cannot guarantee that we will not receive such an explanatory paragraph in the future," the Company said in its annual report for the year ended Dec. 31, 2013. The Company also said it may not be able to maintain its listings on The NASDAQ Capital Market and the MTA in Italy, or trading on these exchanges may otherwise be halted or suspended. "Maintaining the listing of our common stock on The NASDAQ Capital Market requires that we comply with certain listing requirements. We have in the past and may in the future fail to continue to meet one or more listing requirements." Bankruptcy Warning "We have acquired or licensed intellectual property from third parties, including patent applications and patents relating to intellectual property for PIXUVRI, pacritinib and tosedostat. We have also licensed the intellectual property for our drug delivery technology relating to Opaxio, which uses polymers that are linked to drugs known as polymer-drug conjugates. Some of our product development programs depend on our ability to maintain rights under these licenses. Each licensor has the power to terminate its agreement with us if we fail to meet our obligations under these licenses. We may not be able to meet our obligations under these licenses. If we default under any license agreement, we may lose our right to market and sell any products based on the licensed technology and may be forced to cease operations, liquidate our assets and possibly seek bankruptcy protection. Bankruptcy may result in the termination of agreements pursuant to which we license certain intellectual property rights," the Company stated in the Annual Report. CHENIERE ENERGY: S&P Raises Corp. Credit Rating to 'BB' ------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit rating on Cheniere Energy Partners L.P. (CQP) to 'BB' from 'B+.' S&P affirmed its corporate credit rating on Cheniere Energy Inc. (Cheniere) at 'B+'. The outlook on both corporate credit ratings is stable. "We have upgraded CQP following our review of the partnership's corporate governance provisions as well as having greater visibility into its cash flows. We think Cheniere does not control CQP through its general partner interest in CQP due to Blackstone's voting rights and therefore rate CQP on a stand-alone basis from the general partner. We make this conclusion on our assessment of the management provisions contained in the CQP general partnership limited liability company agreement and discussions with Cheniere and Blackstone. Key provisions are an executive committee and a board of directors that must approve all decisions that can result in a material business or financial impact on CQP and its subsidiaries. The executive committee is arranged with three directors appointed by Blackstone, one by Cheniere, and one independent director. The board is arranged with four directors appointed by Cheniere and three by Blackstone, with four independent ones. Cheniere selects the independent directors from those nominated by Blackstone. Since decision making is by majority vote at the executive committee and board of director levels, Cheniere by itself is not able to control decisions of the general partner," S&P said. "We consider CQP's business risk profile as "fair", reflecting distributions from subsidiaries that are reasonably predictable based on long-term contracts with investment-grade counterparties using known technology with limited operating risk. CQP owns Sabine Pass LNG L.P. (SPLNG), a project financing of an operational four billion cubic feet LNG regasification facility that distributes about $50 million annually and that is fully contracted through 2029. Situated in the Gulf Coast region, SPLNG earns capacity payments through "terminal use agreements" with units of Chevron Corp. and Total S.A. This facility is not used much given that there are essentially no LNG imports into the U.S. now, but SPLNG continues to earn revenues under the Chevron and Total contracts," S&P added. "The stable outlook on CQP's and Cheniere's ratings reflects highly stable cash flow from SPLNG, good progress on the construction of the SPLIQ liquefaction trains, and liquidity that well exceeds limited needs over the 18 months," said Standard & Poor's credit analyst Terry Pratt. S&P do not currently contemplate a higher rating for CQP or Cheniere because a material improvement in financial performance will require successful completion of the SPLIQ trains. While the SPLNG construction is going well, S&P assess its construction phase risk at 'BB+'. Factors that could lead S&P to lower the rating of CQP and Cheniere would be a material delay in SPLNG train completion or a lower credit profile of SPLNG and SPLIQ than S&P has today. A factor that could result in a lower rating for CQP and Cheniere would be if CQP decides to refinance the $1.66 billion non- amortizing debt due in 2016 at SPLNG with similar non-amortizing debt. Since SPLNG's contract life is fixed, a decision to refinance with non-amortizing debt in 2016 would result in higher amortization risk toward the end of the contract period and could result in a lower SPLNG rating. CHINA NATURAL: Judge Axes Ch. 11 Exclusivity Extension ------------------------------------------------------ Law360 reported that a New York bankruptcy judge rejected a bid from China Natural Gas Inc. to retain control of its bankruptcy, saying he did not see enough progress in the case as the company searches for a potential buyer or investor. According to the report, the natural gas pipeline operator tried to reached an agreement with Abax Lotus Ltd., which says it is CHNG's largest creditor, on extending the time during which it would have the right to submit a plan without the threat of rival plans being submitted. About China Natural Headquartered in Xi'an, Shaanxi Province, P.R.C., China Natural Gas, Inc., was incorporated in the State of Delaware on March 31, 1999. The Company through its wholly owned subsidiaries and variable interest entity, Xi'an Xilan Natural Gas Co., Ltd., and subsidiaries of its VIE, which are located in Hong Kong, Shaanxi Province, Henan Province and Hubei Province in the People's Republic of China ("PRC"), engages in sales and distribution of natural gas and gasoline to commercial, industrial and residential customers through fueling stations and pipelines, construction of pipeline networks, installation of natural gas fittings and parts for end-users, and conversions of gasoline-fueled vehicles to hybrid (natural gas/gasoline) powered vehicles at 0ptmobile conversion sites. On Feb. 8, 2013, an involuntary petition for bankruptcy was filed against the Company by three of the Company's creditors, Abax Lotus Ltd., Abax Nai Xin A Ltd., and Lake Street Fund LP (Bankr. S.D.N.Y. Case No. 13-10419). The Petitioners claimed that they have debts totaling $42,218,956.88 as a result of the Company's failure to make payments on the 5% Guaranteed Senior Notes issued in 2008. Adam P. Strochak, Esq., at Weil, Gotshal & Manges, LLP, in Washington, D.C., represents the Petitioners as counsel. China Natural Gas, Inc., sought dismissal of the involuntary petition but in July 2013, it consented to the entry of an order for relief under Chapter 11 of the U.S. Code. China Natural Gas employed Warren Street Global Inc. and designated J. Gregg Pritchard as chief restructuring officer. It employed as bankruptcy counsel Schiff Hardin LLP's Louis T. DeLucia, Esq., and Alyson M. Fiedler, Esq. As of Sept. 30, 2013, the Company had consolidated assets of $307,496,948 and liabilities of $87,714,323. CLEAR EDGE: Taps Insolvency Services as Noticing & Claims Agent --------------------------------------------------------------- ClearEdge Power, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to appoint Insolvency Services Group, Inc., as noticing and claims agent. A noticing and claims agent, ISG will: (a) Prepare and serve required notices in the Chapter 11 cases, including: (i) service of Court orders requiring service on more than 50 entities/persons; and (ii) other miscellaneous notices to any entities as the Debtors or the Court may deem necessary or appropriate for an orderly administration of the Chapter 11 cases; (b) After the mailing of a particular notice, file with the Clerk's office a certificate or declaration of service that includes a copy of the notice involved, a list of persons to whom the notice was mailed and the date and manner of mailing; (c) Maintain copies of all proofs of claim and proofs of interest filed; (d) Maintain and regularly update a website reflecting the docket of filings in the Bankruptcy Cases; (e) Maintain an official claims register for each Bankruptcy Case of each Debtor, including, among other things, the following information for each proof of claim or proof of interest: (i) the name and address of the claimant and any agent thereof, if the proof of claim or proof of interest was filed by an agent; (ii) the date received; (iii) the claim number assigned; and (iv) the asserted amount and classification of the claim; (f) Assist the Debtors in the preparation and administration of a claims database on a review of the claims filed against the Debtors' estates and the Debtors' books and records; (g) Implement necessary security measures to ensure the completeness and integrity of the claims register; (h) Transmit to the Clerk's office a copy of the claims register as requested by the Clerk's office, or, in the alternative, make available the proof of claim docket online to the Clerk's office via the ISG claims system; (i) Maintain an up-to-date mailing list for all entities that have filed a proof of claim or proof of interest, which will be available for review upon request of a party in interest or the Clerk's office; (j) Provide access to the public for examination of copies of the proofs of claim or interest without charge during regular business hours, as well as, provide online access to copies of proofs of claim at no additional expense to creditors and parties in interest; (k) Record all transfers of claims pursuant to Rule 3001(e) of the Federal Rules of Bankruptcy Procedure and provide notice of those transfers as required by Rule 3001(e); (l) Comply with applicable federal, state, municipal, and local statutes, ordinances, rules, regulations, orders and other requirements; (m) Provide temporary employees to process claims, as necessary; (n) Solicit votes and tabulate acceptances and/or rejections to a plan of reorganization; (o) Provide other claims processing, noticing and related administrative services as may be requested from time to time by the Debtors; and (p) Promptly comply with further conditions and requirements as the Clerk or the Court may at any time prescribe. The Debtors' and ISG's claims agent agreement provides for the payment of a retainer in the amount of $10,000, which was paid by the Debtors to ISG on May 1, 2014, prior to Debtors filing their voluntary petitions. About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) 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. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. 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. CLEAR EDGE: Employs Dorsey & Whitney as Bankruptcy Counsel ---------------------------------------------------------- ClearEdge Power, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to employ Dorsey & Whitney LLP as general bankruptcy counsel. The Debtors tell the Court that due to the intricacies and complexities inherent in the reorganization process, they need an attorney to: (a) provide aid and assistance in the administration of the Chapter 11 cases; (b) advise the Debtors concerning their rights and responsibilities under the Bankruptcy Code as debtors and debtors in possession; (c) provide the Debtors with continued representation in all negotiations and proceedings involving creditors and other parties-in-interest; (d) advise the Debtors regarding sales of the Debtors' assets and procedures relating thereto; (e) assist the Debtors in the formulation of a Chapter 11 plan of reorganization and disclosure statement, and the approval thereof; (f) represent the Debtors relative to all matters that may come before the Court including, without limitation, adversary proceedings and contested matters of any nature whatsoever; and (g) represent the Debtors in all other legal aspects of the Chapter 11 cases in accordance with the powers and duties established by the Bankruptcy Code. The Debtors have agreed that Dorsey will be employed under a general retainer, on an hourly basis. The current hourly rates of the Dorsey attorneys who primarily will be performing services on behalf of the Debtors along with the hourly rates of paralegals who may provide assistance are as follows: John Walshe Murray $705 David Murphy $705 Stephen T. O'Neill $545 Robert A. Franklin $535 Thomas T. Hwang $440 Law Clerks/Paralegals $175 The Debtors have also agreed that Dorsey will be reimbursed for its expenses incurred in connection with the Chapter 11 cases. John Walshe Murray, Esq., at Dorsey & Whitney LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm, however, discloses that it currently represents Donaldson Company, 3M Company, Ernst & Young LLP, U.S. Bancorp Equipment Finance, Inc., FedEx, Wells Fargo Bank National Association and potentially other parties-in-interest in matters unrelated to the Debtors or the Chapter 11 cases. Dorsey says it has incurred $212,338 in actual fees and expenses prior to the commencement of the cases. Dorsey voluntarily waived $44,422 of these fees. Thus, Dorsey only invoiced the Debtors $167,916 for services rendered prior to the Petition Date, leaving a remaining advance retainer for the Chapter 11 cases on the Petition Date $437,083. The firm may be reached at: JOHN WALSHE MURRAY, Esq. STEPHEN T. O'NEILL, Esq. ROBERT A. FRANKLIN, Esq. THOMAS T. HWANG, Esq. DORSEY & WHITNEY LLP 305 Lytton Avenue Palo Alto, CA 94301 Tel: (650) 857-1717 Fax: (650) 857-1288 Email: murray.john@dorsey.com oneill.stephen@dorsey.com franklin.robert@dorsey.com hwang.thomas@dorsey.com About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) 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. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. 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. CLEAR EDGE: Hires Gerbsman Partners as Financial Advisors --------------------------------------------------------- ClearEdge Power, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to employ TGI Financial, Inc., d/b/a Gerbsman Partners, as financial advisor to: (a) Develop and implement strategies to maximize the Company's enterprise value; (b) Develop and implement strategies on downsizing personnel and streamlining processes; (c) Develop cash budgets and forecasts for the Debtors' operations during the bankruptcy cases; (d) Manage the Debtors' sales and marketing efforts and processes towards consummating the Transaction, including (i) identifying and communicating with prospective Transaction parties, (ii) assisting in negotiating the terms of any potential Transaction, and (iii) assisting the Debtors in the evaluation of bids and offers received from any Transaction parties; and (e) Advise the Company generally with respect to all aspects of the restructuring of the Company. In the event a Transaction is completed for all or a portion of the Company, the Engagement Agreement provides for payment of a sliding scale of performance fee based on percentages of the total consideration paid by a purchasing entity or entities to the Company or its shareholders or creditors in a Transaction or series of Transactions. The Performance Fee percentages to be paid are as follows: (i) 8% of the first $1 million of Transaction Value, plus (ii) 6% of the Transaction Value from $1 million to $5 million, plus (iii) 5% of the Transaction Value in excess of $5 million. The Performance Fee is due and payable to Gerbsman Partners upon the closing of any Transaction and receipt of funds therefrom. In addition to the Performance Fee, the Engagement Agreement provides for the payment of a non-refundable retainer in the amount of $135,000, which was paid by the Debtors to Gerbsman Partners prepetition. In addition to any fees payable, the Engagement Agreement provides for reimbursement solely of travel expenses, not to exceed $20,000, which will be pre-approved by the Company and which will be limited to travel expenses outside of the Bay Area. The firm assures the Court that it 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 firm says Dorsey & Whitney LLP is the Debtors' proposed bankruptcy counsel in the Chapter 11 cases. In the past, Gerbsman Partners and certain attorneys who presently are attorneys at Dorsey have concurrently worked on behalf of mutual clients on matters wholly unrelated to the Debtors and these Chapter 11 cases. In addition, certain attorneys at Dorsey have received referrals from and have referred matters to Gerbsman Partners. Gerbsman Partners believes the foregoing constitutes a ?connection? only, and would not in any manner impair Gerbsman Partners' independence or ability to objectively provide professional services to the Debtors herein. In the one-year period prior to the Petition Date, Gerbsman Partners received a total of $175,000. About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) 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. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. 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. CLEAR EDGE: Seeks to Continue Use of Cash Management System ----------------------------------------------------------- ClearEdge Power, Inc., and its debtor affiliates seek authority from the U.S. Bankruptcy Court for the Northern District of California, San Jose Division, to continue to use their existing banking accounts, cash management system and intercompany arrangements and historical practices, or, in the alternative, find that the continued use is within the ordinary course of business of the Debtors within the meaning of Sections 363(c)(1) and 364(a) of the Bankruptcy Code. In the ordinary course of business, the Company maintains a cash management system that provides well-established processes for the collection, concentration, management, disbursement and investment of funds generated and used in its operations. The Cash Management System is a centralized process specifically designed to accommodate the Company's lenders and customers. The Cash Management System has several key components: (a) cash collection, primarily from its customers; (b) cash concentration from these accounts into a master operating account from which disbursements are made; (c) restricted deposit account held as security for letters of credit; and (d) various other deposit accounts held for general or other specified uses. The Cash Management System consists, inter alia, of (a) two restricted bank accounts, which are used to receive incoming payments from certain customers; (b) an account held at Mellon Bank, which is used to receive incoming payments from all other customers; (c) a master operating account from which most disbursements are made; (d) an operating account from which disbursements are made with respect to the Oregon manufacturing facility; (e) a restricted account held at Wells Fargo Bank, National Association, which is used to hold funds as security for letters of credit issued by Wells Fargo and as a deposit reserve for the Company's credit card program; (f) a general holding account and special disbursement accounts; and (g) several operating accounts held by CEPIS in South Korea. Periodically, the Company transfers funds from the Master Operating Account to the Oregon Operating Account and has in the past transferred amounts directly to the non-debtor affiliate in South Korea to finance operations. No transfers have occurred for some time, and no claims are outstanding from the South Korea affiliate. The Bank Accounts and the Cash Management System are well-suited to the Debtors' business needs and operations, John Walshe Murray, Esq., at Dorsey & Whitney LLP, in Palo Alto, California. Indeed, Mr. Murray asserts it is vital to the Company's operations that its customers continue to remit payments to the appropriate deposit accounts without disruption caused by the closing of these accounts. To require the Debtors to close the Bank Accounts and reestablish new accounts would require considerable time and expense to the Debtors' estates, particularly considering that its customers have been directed to deposit remittances in the Lender Restricted Bank Accounts and the Mellon Account, he tells the Court. Similarly, continued use of the Master and Oregon Operating Accounts and the Wells Fargo LC Bank Account, including the Credit Card Program, are vital to the Debtors' operations, he adds. Permitting the Debtors to continue using their existing Bank Accounts is essential to a smooth and orderly transition of the Debtors into chapter 11 and to avoid disruption of their business and operations, he asserts. About ClearEdge Power Sunnyvale, California-based ClearEdge Power Inc. and two other affiliates filed for Chapter 11 bankruptcy protection (Bankr. N.D. Cal. Lead Case No. 14-51955) 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. Privately held ClearEdge designs, manufactures, sells and services distributed generation fuel cell systems for commercial, industrial, utility and residential applications. ClearEdge bought United Technologies Corp.'s UTC Power division in late 2012. ClearEdge sought bankruptcy protection just a week after shutting operations. 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. COATES INTERNATIONAL: To Convert Paid-In Capital to Demand Notes ---------------------------------------------------------------- During the period from March 28, 1991, through April 15, 1994, George J. Coates, president, chief executive officer, Chairman and majority stockholder of the Coates International, Ltd., made cash outlays of his own personal funds to acquire the Corporation's headquarters, research and development and warehouse facility amounting to $949,999. Mr. Coates contributed this property to the Corporation and did not receive any consideration for this contribution. At that time, the $949,999 purchase price was added to the Corporation's additional paid-in capital. Mr. Coates has been anticipating that these monies would be repaid to him at such time that the Corporation had sufficient working capital for this purpose. Mr. Coates offered to apply this amount towards the purchase of additional shares of the Corporation's common stock. In addition, during the period from Aug. 21, 1995, to Feb. 14, 1996, Gregory G. Coates, son of George J. Coates, president, Technology Division and director of the Corporation, in a series of payments, made cash outlays from his own personal funds on behalf of the Corporation, in an amount which aggregated $1,462,092 to provide needed working capital to the Corporation in order for it to continue its operations. Gregory Coates contributed these funds to the Corporation and did not receive any consideration for this contribution. At that time, the $1,462,092 of cash outlays was added to the Corporation's additional paid-in capital. Gregory Coates has been anticipating that these monies would be repaid to him at such time that the Corporation had sufficient working capital for this purpose. Gregory Coates has requested that this amount of additional paid-in capital be converted into a non-interest bearing promissory note payable on demand. Board Resolutions On April 28, 2014, the board of directors adopted a resolution to convert $949,999 of additional paid-in capital of the Corporation into a non-interest bearing promissory note payable on demand due to Mr. Coates. On April 29, 2014, the board of directors adopted a another resolution to convert this non-interest bearing demand loan in the amount of $949,999, along with $50,000.03 of interest bearing, 17 percent promissory notes due to Mr. Coates into shares of the Corporation's common stock, bringing the total amount converted to $1 million. The conversion price per share was determined to be equal to the closing trading price of the common stock on April 29, 2014. The closing trading price on that date was $0.0252 per share. As a result of this resolution, 39,682,540 restricted shares of common stock were issued to Mr. Coates as of April 29, 2014. As a result of the conversion of the promissory notes into shares of common stock, stockholders will experience a dilution. The percentage of the Corporation owned by non- affiliate shareholders decreased from 32.9 percent to 29.5 percent of the outstanding common stock of the Corporation. The net effect on the Corporation's balance sheet was to decrease current liabilities by $50,000.03 and decrease stockholders' deficit by the same amount. On April 28, 2014, the board of directors adopted a resolution to convert $1,462,092 of additional paid-in capital of the Corporation into a non-interest bearing promissory note payable on demand, due to Gregory Coates. As a result, the Corporation's additional paid-in capital decreased by $1,462,092 and the Corporation's current liabilities increased by $1,462,092. About Coates International Based in Wall Township, N.J., Coates International, Ltd. (OTC BB: COTE) -- http://www.coatesengine.com/-- was incorporated on August 31, 1988, for the purpose of researching, patenting and manufacturing technology associated with a spherical rotary valve system for internal combustion engines. This technology was developed over a period of 15 years by Mr. George J. Coates, who is the President and Chairman of the Board of the Company. The Coates Spherical Rotary Valve System (CSRV) represents a revolutionary departure from the conventional poppet valve. It changes the means of delivering the air and fuel mixture to the firing chamber of an internal combustion engine and of expelling the exhaust produced when the mixture ignites. Coates International reported a net loss of $2.75 million on $19,200 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.53 million on $19,200 of total revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $2.40 million in total assets, $5.63 million in total liabilities and a $3.23 million total stockholders' deficiency. Cowan, Gunteski & Co., P.A., in Tinton Falls, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company continues to have negative cash flows from operations, recurring losses from operations, and a stockholders' deficiency. COMMUNICATION INTELLIGENCE: Obtains $2MM Unsecured Line of Credit ----------------------------------------------------------------- Communication Intelligence Corporation has entered into a credit agreement with an affiliate of ICG Global Limited to provide the Company with up to $2 million of unsecured debt. Aegis Capital Corporation acted as the Company's financial advisor in connection with obtaining the line of credit. "We are proud to partner with ICG in the establishment of this creative financing structure that complements our existing and historical funding resources," said Philip Sassower, chairman and chief executive officer for Communications Intelligence. "This incremental financing availability provides CIC's capital with added cushion and strengthens our ability to continue advancing our enterprise solutions in a market that is developing rapidly." "The provision of this credit facility is a reflection of our confidence in the strength of the market opportunity available to CIC, as well as its strategy and management," said Larry Russell, director for ICG. "We are delighted to have the opportunity of participating in CIC's growth." The $2 million is available for a period of 18 months. Amounts drawn under the line of credit are subject to a 15 percent original issue discount so that, if fully drawn down, would result in approximately $2.35 million of unsecured indebtedness. This debt can be converted into common stock at ICG's option at a conversion price of $0.0275, subject to certain exceptions. ICG received a facility fee in the form of a three year warrant to purchase 10,909,090 shares of common stock at $0.0275 per share. ICG is also entitled to 50 percent warrant coverage on amounts drawn down under the line of credit. Additional information on this transaction is available in the Company's Current Report on Form 8-K filed with the Securities and Exchange Commission, a copy of which is available for free at: http://is.gd/kuDFRZ About Communication Intelligence Redwood Shores, California-based Communication Intelligence Corporation is a supplier of electronic signature products and the recognized leader in biometric signature verification. Communication Intelligence reported a net loss attributable to common stockholders of $8.09 million in 2013 following a net loss attributable to common stockholders of $6.74 million in 2012. The Company's balance sheet at March 31, 2013, showed $1.98 million in total assets, $1.50 million in total liabilities and $486,000 in total stockholders' equity. PMB Helin Donovan, LLP, in San Francisco, CA, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant recurring losses and accumulated deficit raise substantial doubt about its ability to continue as a going concern. COMARCO INC: Reports $2 Million Net Loss in Fiscal 2014 ------------------------------------------------------- Comarco, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.05 million on $4.42 million of revenue for the year ended Jan. 31, 2014, as compared with a net loss of $5.59 million on $6.33 million of revenue for the year ended Jan. 31, 2013. As of Jan. 31, 2014, the Company had $1.33 million in total assets, $9.06 million in total liabilities and a $7.72 million total stockholders' deficit. Suar, Milner, Peterson, Miranda & Williamson, LLP, in Newport Beach, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Jan. 31, 2014. The independent auditors noted that the Company has suffered recurring losses and negative cash flow from operations, has negative working capital and faces uncertainties surrounding the Company's ability to raise additional funds. A copy of the Form 10-K is available for free at: http://is.gd/ndGm2s About Comarco Inc. Based in Lake Forest, California, Comarco, Inc. (OTC: CMRO) -- http://www.comarco.com/-- is a provider of innovative, patented mobile power solutions that can be used to power and charge notebook computers, mobile phones, and many other rechargeable mobile devices with a single device. COMPASS GROUP: S&P Affirms 'BB-' Corp. Credit Rating ---------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on Westport, Conn.-based Compass Group Diversified Holdings LLC, including its 'BB-' corporate credit rating. The outlook is stable. S&P also assigned its 'BB-' issue-level rating on Compass Group's proposed $680 million senior secured credit facilities, consisting of a $400 million revolving credit facility maturing in 2019 and a $280 million senior secured term loan due 2021. The recovery rating on the proposed facilities is '3', indicating S&P's expectation for meaningful recovery (50%-70%) in the event of default. S&P expects the company to use proceeds from the new term loan to repay existing debt. The ratings on Compass Group reflect Standard & Poor's view that the company has a "weak" business risk profile and an "intermediate" financial risk profile. S&P's weak business risk assessment is based on the company's business model as a public investment firm that acquires controlling stakes in small- to middle-market companies across a wide-range of industries. Compass Group has a disparate collection of businesses, which differ vastly in both industry and size, and S&P believes there are inherent difficulties in managing performance across a growing business portfolio. S&P has factored into its business risk assessment the benefits the company achieves from operating across a diversity of industries, thus mitigating its exposure to any single set of industry risk factors. For example, S&P expects that favorable growth trends in several of its businesses (CamelBak, Ergobaby, and Advanced Circuits) will more than offset lower margins and softer performance in some of its businesses where there can be more variability in performance, such as American Furniture. S&P's view of Compass Group's financial risk profile reflects its expectation that the company's cash flow and leverage ratios will be consistent with the indicative ratios for the intermediate financial risk profile, which includes adjusted leverage of 2x to 3x, a ratio of funds from operations to total debt of more than 30%, and EBITDA coverage of interest of more than 6x. S&P expects the company's financial policy will remain aggressive given its acquisitive growth strategy and shareholder rewards. S&P believes the company will continue to make acquisitions but are uncertain about the timing, magnitude, financing, and profitability of future acquisitions. In addition, Compass Group has a high dividend payout, contributing to negative discretionary cash flow in recent years, which S&P believes will continue to limit positive discretionary cash flow generation over the next one to two years. S&P's ratings outlook on Compass Group is stable, reflecting its opinion that the company's operating performance will continue to improve over the next year. COMPETITIVE TECHNOLOGIES: Amends 2013 Annual Report --------------------------------------------------- Competitive Technologies amended its annual report on Form 10-K filed with the U.S. Securities and Exchange Commission on April 16, 2014, to replace in its entirety the information provided in Part III of the Original Filing, which was previously expected to be incorporated by reference from the Proxy Statement for the Company's 2014 Annual Meeting of Stockholders. A copy of the Form 10-K/A is available for free at http://is.gd/zoaPMo About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies reported a net loss of $2.67 million on $653,000 of product sales for the year ended Dec. 31, 2013, as compared with a net loss of $3 million on $913,000 of product sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $4.56 million in total assets, $10.5 million in total liabilities, all current, and a $5.94 million total shareholders' deficit. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses since fiscal year 2006 and has a working capital deficiency at Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. COMPETITIVE TECHNOLOGIES: Asserts Rights Over Calmare Product ------------------------------------------------------------- Giuseppe Marineo, an inventor of the Calmare(R) pain therapy device, and Delta Research and Development, Mr. Marineo's research company, and Delta International Services and Logistics, Delta's commercial arm in which Mr. Marineo is the sole beneficiary of all proceeds as its founder and sole owner, issued a press release on April 8, 2014, stating that Competitive Technologies, Inc., did not have authority to sell, distribute and manufacture Calmare as an exclusive agent of the Group. CTI issued a corporate response in a press release dated April 11, 2014, stating that the Group's Press Release was inaccurate and has since been purged by the overseeing body of wire services. As disclosed in the Company's Annual Report on Form 10-K on April 16, 2014, this dispute between the Company and the Group is over the validity of a 2012 Amendment to a Sales and Representation Agreement which, if valid and enforceable, would have compromised its rights to sell, distribute and manufacture Calmare as an exclusive agent of the Group in the global marketplace, especially in the European, Middle Eastern and North African territory which was responsible for approximately 70 percent of gross Calmare sales in 2011. However, the Company believes that the Amendment is neither valid nor enforceable as it was never duly signed or authorized and subsequently deemed null and void as disclosed on April 16, 2014, in the Form 10-K filing. Therefore, the parties' rights are determined by an earlier agreement whereby the Company still possesses the authority to sell, distribute and manufacture Calmare as a world-wide exclusive agent of the Group. On April 16, 2014, counsel for the Group sent a cease and desist letter to the Company, requesting a confirmation that the Company would no longer hold itself out as an agent of the Group permitted to sell, distribute and manufacture Calmare world-wide including the EMENA territory. The Company responded on April 25, 2014, to the Cease and Desist Letter, disputing Group Counsel's interpretation of the events surrounding the execution of the Amendment. At this time the Company is pursuing a reasonable and amicable resolution to the situation. About Competitive Technologies Fairfield, Conn.-based Competitive Technologies, Inc. (OTC QX: CTTC) -- http://www.competitivetech.net/-- was established in 1968. The Company provides distribution, patent and technology transfer, sales and licensing services focused on the needs of its customers and matching those requirements with commercially viable product or technology solutions. Sales of the Company's Calmare(R) pain therapy medical device continue to be the major source of revenue for the Company. Competitive Technologies reported a net loss of $2.67 million on $653,000 of product sales for the year ended Dec. 31, 2013, as compared with a net loss of $3 million on $913,000 of product sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $4.56 million in total assets, $10.5 million in total liabilities, all current, and a $5.94 million total shareholders' deficit. Mayer Hoffman McCann CPAs, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses since fiscal year 2006 and has a working capital deficiency at Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. CORINTHIAN COLLEGES: Receives Credit Facility Waiver ---------------------------------------------------- Corinthian Colleges, Inc. on May 12 disclosed that it had reached agreement with the lenders in its syndicated credit facility to amend the facility and to waive an event of default. The default had occurred as a result of the deferred tax asset valuation allowance the Company recorded during the quarter ended March 31, 2014. A description of the amendment and waiver agreements and further background is contained in the Report on Form 10-Q the Company filed earlier today, and a copy of the First Amendment to the Credit Agreement is filed as an exhibit to the Form 10-Q. About Corinthian Corinthian -- http://www.cci.edu-- is one of the largest post- secondary education companies in North America. It has 107 Everest, Heald and WyoTech campuses, and also offer degrees online. DBSI INC: Former Execs Say Jurors 'Misled' Amid Acquittal Push -------------------------------------------------------------- Law360 reported that four former executives convicted of running a Ponzi-like scheme through bankrupt real estate firm DBSI Inc. asked an Idaho federal court to toss the verdicts against them or grant a new trial, saying prosecutor missteps tainted the jury's decision. According to the report, an Idaho federal jury on April 14 convicted former DBSI President Douglas L. Swenson on 34 counts of wire fraud and his cohorts Mark Ellison, David D. Swenson and Jeremy S. Swenson of 44 counts each of securities fraud. But attorneys for the men now allege in a filing that the government and the court made a number of errors at the trial's close that wrongfully swayed the jury. The court should consider whether "the jury's verdicts as to David Swenson, Jeremy Swenson and Mark Ellison are flawed to such an extent as to warrant acquittal," the defense counsel allege, the report related. Among other things, they questioned whether the government had presented sufficient evidence at trial and alleged federal prosecutors had committed errors in their arguments, such as by misstating the proof of intent required for securities fraud, which ultimately "misled the jury into believing that securities fraud was not a specific intent crime," the report further related. The case is U.S. v. Douglas L. Swenson et al., case number 1:13- cr-00091, in the U.S. District Court for the District of Idaho. About DBSI Inc. Headquartered in Meridian, Idaho, DBSI Inc. and its affiliates were engaged in numerous commercial real estate and non-real estate projects and businesses. On Nov. 10, 2008, and other subsequent dates, DBSI and 180 of its affiliates filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-12687). DBSI estimated assets and debts between $100 million and $500 million as of the Chapter 11 filing. Lawyers at Young Conaway Stargatt & Taylor LLP represent the Debtors as counsel. The Official Committee of Unsecured Creditors tapped Greenberg Traurig, LLP, as its bankruptcy counsel. Kurtzman Carson Consultants LLC is the Debtors' notice claims and balloting agent. Joshua Hochberg, a former head of the Justice Department fraud unit, served as an Examiner and called the seller and servicer of fractional interests in commercial real estate an "elaborate shell game" that "consistently operated at a loss" in his report released in October 2009. McKenna Long & Aldridge LLP was counsel to the Examiner. On Sept. 11, 2009, the Honorable Peter J. Walsh entered an Order appointing James R. Zazzali as Chapter 11 trustee for the Debtors' estates. On Oct. 26, 2010, the trustee won confirmation of the Second Amended Joint Chapter 11 Plan of Liquidation for DBSI, paving the way for it to pay creditors and avoid years of expensive litigation over its complex web of affiliates. The plan, which was declared effective Oct. 29, 2010, was co-proposed by DBSI's unsecured creditors committee. Pursuant to the confirmed Chapter 11 plan, the DBSI Real Estate Liquidating Trust was established as of the effective date and certain of the Debtors' assets, including the Debtors' ownership interest in Florissant Market Place was transferred to the RE Trust. Mr. Zazzali and Conrad Myers were appointed as the post- confirmation trustees. Messrs. Zazzali and Myers are represented by lawyers at Blank Rime LLP and Gibbons P.C. DETROIT, MI: Snyder Says Progress Being Made on $350MM for City --------------------------------------------------------------- Paul Egan, writing for The Detroit Free Press, reported that Detroit emergency manager Kevyn Orr, after reportedly making progress, plans to return to Lansing to push for state money to aid the city's bankruptcy settlement, but he'll do so as antitax activists say they will pull out all the stops to squash the move. According to the report, the leader of a Michigan antitax group affiliated with the tea party movement, Americans for Prosperity, said his group will fight any such appropriation and plans to mail literature and make phone calls to certain lawmakers' home districts to put the pressure on. Orr is expected to caucus with Republicans as they prepare to introduce a package of bills to provide for the state contribution, the report related. The proposal is the equivalent of $350 million over 20 years, but there is growing traction in Lansing for a single up-front payment that would be closer to $200 million. "I think there's been tremendous progress," Gov. Rick Snyder told reporters after meeting with Orr, the report further related. "I appreciate Kevyn Orr being up here to help educate lawmakers on the situation" and "the plan of adjustment will show parties coming on board to settle it, including the retirees, but also a number of unions. "I think that really creates an environment where we should be looking to go forward with the legislation about the settlement," the report added. 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. Judge Rhodes on May 6 approved the disclosure statement explaining the City's fourth amended plan. 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. DIALOGIC INC: Amends 2013 Annual Report --------------------------------------- Dialogic Inc. amended its annual report for the year ended Dec. 31, 2013, for the purpose of amending Part III, Items 10 through 14 and to update Item 15 of the Company's Annual Report which was filed with the U.S. Securities and Exchange Commission on March 31, 2014, to include information previously omitted from the 2013 10-K in reliance on General Instruction G to Form 10-K, which provides that registrants may incorporate by reference certain information from a definitive proxy statement filed with the SEC within 120 days after the end of the fiscal year. The Company did not file a definitive proxy statement before April 30, 2014 pursuant to Regulation 14A. A copy of the Form 10-K/A is available for free at http://is.gd/T7HMfN About Dialogic Milpitas, Cal.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. Dialogic Inc. reported a net loss of $53.93 million in 2013 following a net loss of $37.61 million in 2012. As of Dec. 31, 2013, the Company had $66.72 million in total assets, $133.72 in total liabilities and a $66.99 million total stockholders' deficit. Bankruptcy Warning "In the event of an acceleration of our obligations under the Term Loan Agreement or Revolving Credit Agreement and our failure to pay the amounts that would then become due, the Revolving Credit Lender or Term Lenders could seek to foreclose on our assets. As a result of this, we would likely need to seek protection under the provisions of the U.S. Bankruptcy Code and/or our affiliates might be required to seek protection under the provisions of applicable bankruptcy codes," the Company said in the annual report for the year ended Dec. 31, 2013. DRIPPING SPRINGS: Foreclosure Sale Set for June 12 -------------------------------------------------- Vacant land owned by Dripping Springs Ranch, L.L.C., at 3975 Dripping Springs Road Winkelman, Arizona 85292, will be sold at public auction to the highest bidder, at the front entrance to the County Courthouse, 1400 East Ash Street, Globe, Gila County, Arizona, on June 12, 2014 at 10:00 a.m. The sale will be made for cash or other form satisfactory to the Trustee. Sale proceeds will be used to pay down debt in the original principal balance of $1,566,567 owed to: Bank of America, N.A. 222 N. LaSalle Street, 17th Floor Chicago, IL 60601 The current Trustee may be reached at: Jason D. Curry, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Telephone: 602-229-5200 DUCOMMUN INC: S&P Affirms 'B+' Corp. Credit Rating -------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B+' corporate credit rating on Ducommun Inc. The outlook is stable. S&P also affirmed the 'BB' issue rating on the company's first- lien revolving credit facility and term loan. The '1' recovery rating on the debt remains unchanged, indicating S&P's expectation for very high recovery (90%-100%) in the event of a payment default. At the same time, S&P raised the issue-level rating on the company's unsecured notes to 'B' from 'B-' and revised the recovery rating on this debt to '5' from '6', reflecting S&P's expectation for modest recovery (10%-30%) in the event of a payment default. The rating on Ducommun reflects S&P's expectation that the company's credit measures will improve modestly over the next 12-24 months, largely due to debt repayment, as well as improving margins. S&P expects debt to EBITDA of 3.5x-4x and funds from operations (FFO) to debt of 15%-17% in 2014. The rating actions on the company's unsecured debt reflect the improved recovery prospects for lenders. The outlook is stable. "We expect the company's revenue to be relatively flat over the next two years as U.S. defense spending cuts and weakness in the company's industrial and natural resource segments offset strong demand in the commercial aerospace segment," said Standard & Poor's credit analyst Christopher Denicolo. "However, we believe Ducommun's use of free cash flow to reduce debt should enable it to maintain credit protection measures that are appropriate for the rating, with gradual improvement likely over the next 12-24 months." S&P does not expect to raise its rating on Ducommun over the next year, but it could do so if the company's earnings and cash flows increase more than it expects, resulting in debt to EBITDA below 3.5x and FFO to debt above 20%. A downgrade is also unlikely during the next 12 months, but S&P could lower the rating if the company makes additional large debt- financed acquisitions, if its key markets weaken more than S&P expects, or if any significant, adverse changes in U.S. defense spending priorities lead to FFO to total debt consistently less than 12% and debt to EBITDA increasing more than 5x. EL MIRAGE MARKET: Case Summary & 19 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: El Mirage Market Place, LLC 1428 E Villa Maria DR Phoenix, AZ 85022 Case No.: 14-07114 Chapter 11 Petition Date: May 12, 2014 Court: United States Bankruptcy Court District of Arizona (Phoenix) Judge: Hon. Madeleine C. Wanslee Debtor's Counsel: Carlos M. Arboleda, Esq. ARBOLEDA BRECHNER 4545 E. Shea Blvd., #120 Phoenix, AZ 85028 Tel: 602-482-0123 Fax: 602-482-4068 Email: arboledac@abfirm.com Total Assets: $4.51 million Total Liabilities: $15.63 million The petition was signed by Joseph A. David, managing member. A list of the Debtor's 19 largest unsecured creditors is available for free at http://bankrupt.com/misc/azb14-07114.pdf ELEPHANT TALK: Amends 2013 Annual Report ---------------------------------------- Elephant Talk Communications Corp. amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, which was originally filed on March 31, 2014, to amend and restate parts of Part I (Risk factors), Part II (Item 5, Item 7 and Item 8), and incorporates in its entirety Part III (Items 10, 11, 12 and 13). A copy of the Form 10-K/A is available at http://is.gd/OPeWpy About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $22.13 million in 2013, a net loss of $23.13 million in 2012 and a net loss of $25.31 million in 2011. As of Dec. 31, 2013, the Company had $43.31 million in total assets, $19.58 million in total liabilities and $23.73 million in total stockholders' equity. EMPIRE RESORTS: Top Stockholder Exercises Subscription Rights ------------------------------------------------------------- Kien Huat Realty III Limited, Empire Resorts, Inc.'s largest stockholder, exercised the basic subscription rights it was granted in the Company's ongoing rights offering on Monday, April 28, 2014. That exercise would result in proceeds of approximately $9.8 million to Empire when the rights offering is consummated. The consummation of the rights offering is subject to customary closing conditions. Kien Huat's Director, Gerard Lim, stated, "As Empire's largest shareholder, Kien Huat is pleased to have this opportunity to exercise its rights under Empire's rights offering. Kien Huat has a substantial investment in Empire and fully supports Empire's plans to build a resort destination at Adelaar, a new world-class destination resort that, if awarded a license, will deliver significant economic benefits for local businesses, create dependable local employment and will have a positive impact on tourism in Sullivan County, New York." The Company distributed to its common stock holders and Series B Preferred Stock holders one non-transferable right to purchase one share of common stock at a subscription price of $6.25 per share for each fifteen shares of common stock owned, or into which their Series B Preferred Stock was convertible, on March 31, 2014, the record date for the offering. In addition to being able to purchase their pro rata portion of the shares offered based on their ownership as of March 31, 2014, stockholders may oversubscribe for additional shares of common stock. Holders of rights may exercise their subscription rights to purchase additional shares of the Company's common stock at the subscription price per share until prior to 5:00 p.m., New York City time, on April 30, 2014, the expected expiration date of the rights offering. Subscription rights not exercised by the expiration time and date will expire and have no value. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $27.05 million in 2013 followin a net loss applicable to common shares of $2.26 million in 2012. As of Dec. 31, 2013, the Company had $39.04 million in total assets, $48.82 million in total liabilities and a $9.77 million total stockholders' deficit. ENERGY FUTURE: 7-Member Committee Named for TCEH Debtors & EFHCS ---------------------------------------------------------------- Roberta A. DeAngelis, the United States Trustee for Region 3, on Tuesday named a seven-member official committee of unsecured creditors in the Chapter 11 cases of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company. The Committee represents the interests of the unsecured creditors of ONLY the TCEH Debtors and EFH Corporate Services, and of no other debtors. The Committee members are: 1. Pension Benefit Guaranty Corporation Attn: Craig Yamaoka Senior Financial Analyst 1200 K Street NW Washington, DC 20005 Tel: 202-234-4070 Fax: 202-842-2643 2. HCL America Inc. Attn: Raghu Raman Lakshmanan 330 Potrero Avenue Sunnyvale, CA 94085 Tel: 408-523-8331 Fax: 408-733-0482 3. The Bank of New York Mellon Attn: Dennis J. Roemlein 601 Travis, 16th Floor Houston, TX 77002 Tel: 713-483-6531 Fax: 713-483-6979 4. Law Debenture Trust Company of New York Attn: Frank Godino, VP 400 Madison Avenue, NY 10017 Tel: 646-747-1251 Fax: 212-750-1361 5. Holt Texas LTD, dba Holt Cat Attn: Michael Puryear, Esq. General Counsel 3302 South W.W. White Road San Antonio, TX 78222 Tel: 210-648-8921 Fax: 210-648-3559 6. ADA Carbon Solutions (Red River) Attn: Peter Hansen, Esq. General Counsel 1460 W. Canal Court, Suit 100 Littleton, CO 80120 Tel: 303-962-1988 Fax: 303-962-1970 7. Wilmington Savings Fund Society Attn: Patrick J. Healy 500 Delaware Avenue Wilmington, DE 19801 Tel: 302-888-7420 Meanwhile, there's a meeting of creditors in accordance with section 341 of the Bankruptcy Code for Wednesday June 4, 2014 at 1:00 p.m. (Eastern Daylight Time) at the Double Tree Hotel, Salon C, 700 North King Street, Wilmington, Delaware 19801. 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 advisors for the Chapter 11 proceedings are Richard M. Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq., Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J. Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland & Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. The Debtors also tapped as financial advisor, Evercore Partners, and as restructuring advisor, Alvarez & Marsal. Epiq Systems is the claims agent. 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. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. ENERGY FUTURE: May 22 Hearing on Wilmington Savings Discovery Bid ----------------------------------------------------------------- The Bankruptcy Court in Wilmington, Delaware, will hold a Status Conference in connection with "Motion of Wilmington Savings Fund Society, FSB for Leave to Conduct Discovery Pursuant to Rule 2004 of the Federal Rules of Bankruptcy Procedure of Energy Future Holdings Corporation, its Affiliates, and Certain Third Parties" for May 22 at 9:30 a.m. Energy Future Holdings Corp. and its affiliates commenced bankruptcy cases with a deal with senior creditors that would reduce debt by $23 billion but Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, wants (i) a probe into previous transactions by Energy Future and (ii) to move the Chapter 11 cases to Dallas, Texas. On the day Energy Future sought bankruptcy protection, Wilmington Savings promptly filed a motion asking the bankruptcy court in Delaware to order a venue transfer of the Chapter 11 cases to the Northern District of Texas. Wilmington Savings points out that the Debtors' only connection to Delaware is that certain of the Debtors were formed under Delaware law. On the other hand, the Debtors' operations and customers are all in Texas. It notes that the Debtors' headquarters in Energy Plaza in Dallas is merely a 9-minute walk from the Bankruptcy Court in Dallas. By contrast, Energy Plaza, where substantially all of the Debtors' key management members are located, is approximately 1,436 miles from the Bankruptcy Court in Wilmington. Counsel for Wilmington Savings, William P. Bowden, Esq., at Ashby & Geddes, P.A., avers that the facts and circumstances of the Chapter 11 cases make clear that transfer to the Northern District of Texas would benefit substantially all parties in interest other than, perhaps, professionals or senior lenders based in the Northeast, who would incur modest additional travel burdens. Mr. Bowden argues that if the Chapter 11 cases remain in Delaware, critical management personnel will be required to spend extended periods away from their offices when they should be focused on addressing business issues critical to maximizing value for all creditors (not just senior lenders with whom management has elected to negotiate). Wilmington Savings also filed a motion under Rule 2004 of the Federal Rules of Bankruptcy Procedure for an order directing discovery relating to, inter alia: (a) historic and ongoing mismanagement of the Debtors; (b) disabling conflicts of interest affecting management and the Chapter 11 cases; and (c) potential efforts by the Debtors' senior management, for the benefit of senior lenders, to artificially depress enterprise value for restructuring purposes -- at the expense of holders of second liens and other parties in interest. The Debtors are the product of the $45 billion 2007 leveraged buyout of TXU Corporation -- the largest leveraged buyout transaction in this country's history -- led by GS Capital Partners, TPG Capital and KKR & Co., L.P. That transaction was predicated on acquisition indebtedness that was acknowledged at the time as record-breaking and has proved to be unsustainable. Since the close of the LBO, and despite TCEH's admitted insolvency, the Sponsor Group and management have materially increased the Debtors' risks through their subsequent actions and inactions, Wilmington Savings tells the Court. According to Wilmington Savings, through negotiating a series of debt amendments and extensions that have further increased debt, the Debtors are now devoting virtually all free cash from operations to debt service and have a record level of debt per megawatt of nameplate capacity. In addition, the Debtors' management has, inter alia, failed (a) to effectively address a significant decline post-LBO in the Debtors' once commanding retail market share (where even relatively modest recoveries would result in meaningful improvements to cash flows and a resulting increase of measurable enterprise value); and (b) to take prudent and necessary steps to bring overhead in line with comparable metrics (including by shedding the approximate $50 million/year in fees paid to the Sponsor Group). The failure to resolve these business imperatives has resulted in lost cash flow and, coupled with the current debt burden, impairs the Debtors' competitive posture and potentially, long term viability. "Having ineptly 'kicked the can down the road' for the past six years, management has now steered the Debtors into chapter 11 with pending deals with Senior Lenders and creditors of the Debtors' regulated business segment. These Debtors effectively wasted nearly a year and many hundreds of millions of dollars pursuing their doomed 'Project Olympus,' a proposal aimed at retaining value for the Sponsor Group by keeping the Debtors' merchant power and transmission businesses together under the EFH banner. With the failure of that effort and faced with the inevitable split of the regulated business from the non-regulated business, the Sponsors and the Debtors' management have shifted gears and appear to have refused to meaningfully consider any restructuring that would expose EFH (the Sponsors' investment vehicle) to tax liabilities that might result from a separation of the merchant power and transmission business, despite the unambiguous economic interests of subsidiary creditor groups. This refusal appears designed to avoid the reputational repercussions to the Sponsors from having massive tax liabilities go unfunded at EFH. Instead of addressing fiduciary responsibility of TCEH's management to TCEH's creditors, the Debtors now appear, with the approval of Senior Lenders, intent on saddling TCEH with future tax liabilities -- via a 'tax free spinoff' of the unregulated business that would be to the direct detriment of the Second Liens and other junior creditors largely excluded from restructuring discussions to date. With expected recoveries in excess of their claims, the Senior Lenders appear all too willing to accept such future tax liability in exchange for a quick trip through Chapter 11 that would extinguish junior interests," Mr. Bowden argues. The Debtors have defended their move to file in Delaware, according to a Wall Street Journal report, saying the case should stay in the small state, familiar territory to bankers and bankruptcy professionals. Energy Future said its focus "is on rehabilitation of the . . . balance sheet, not a liquidation where employees would be out of a job." The big creditors, and the big professional firms working on the bankruptcy, are far from Texas, Energy Future's lawyers said. The Debotrs also have served a "First Set of Interrogatories and Document Requests to Wilmington Savings Fund Society, FSB and the Ad Hoc Group of TCEH Unsecured Noteholders Pursuant to Federal Rules of Civil Procedure 26 and 34. 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 advisors for the Chapter 11 proceedings are Richard M. Cieri, Esq., Edward O. Sassower, P.C., Stephen E. Hessler, Esq., Brian E. Schartz, Esq., James H.M. Sprayregen, P.C., Chad J. Husnick, Esq., and Steven N. Serajeddini, Esq., at Kirkland & Ellis, LLP; and Mark D. Collins, Esq., and Daniel J. DeFranceschi, Esq., and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. The Debtors also tapped as financial advisor, Evercore Partners, and as restructuring advisor, Alvarez & Marsal. Epiq Systems is the claims agent. 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. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. The United States Trustee for Region 3 has appointed a seven- member official committee of unsecured creditors in the Chapter 11 cases of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company. The Committee represents the interests of the unsecured creditors of ONLY the TCEH Debtors and EFH Corporate Services, and of no other debtors. ENERGY FUTURE: Bankruptcy's Silver Lining for Coal Power Plants --------------------------------------------------------------- Mark Chediak and Harry R. Weber, writing for Bloomberg News, reported that bankruptcy may be the best thing to happen to Energy Future Holdings' coal-burning power plants. According to the report, saddled with $49.7 billion in debt under the stewardship of private-equity firms that included KKR & Co., the Texas electricity generator is poised for a turnaround after emerging from bankruptcy court. Its five coal plants, some at risk for closure, will have more staying power as debt gets slashed, higher natural gas prices boost profits and concerns about grid reliability increase their value. "Those plants are going to continue to run as long as they make money and they will be even more profitable if gas prices rise," Joseph DeSapri, a credit analyst for Morningstar Inc., told Bloomberg. Coal-fueled plants owned by Energy Future's generating unit, Luminant, make up almost 11 percent of total power supplies in Texas and are considered a key safety margin in the state where booming demand threatens to outstrip capacity, the report related. Creditors including hedge funds and other investors stand to take over the units -- some more than 40 years old -- for cents on the dollar after KKR, TPG Capital and Goldman Sachs lost billions on them in the biggest leveraged buyout in history. 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. Wilmington Savings Fund Society, FSB, the successor trustee for the second-lien noteholders owed about $1.6 billion, is represented by Ashby & Geddes, P.A.'s William P. Bowden, Esq., and Gregory A. Taylor, Esq., and Brown Rudnick LLP's Edward S. Weisfelner, Esq., Jeffrey L. Jonas, Esq., Andrew P. Strehle, Esq., Jeremy B. Coffey, Esq., and Howard L. Siegel, Esq. ENERGY XXI: S&P Assigns 'B' Rating to $300MM Sr. Unsecured Debt --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B' issue rating to the proposed $300 million senior unsecured debt due 2024 to be issued by Energy XXI Gulf Coast Inc. The recovery rating on this debt is '5', indicating S&P's expectation for modest recovery (10% to 30%) in the event of a payment default. At the same time, S&P lowered its issue ratings on subsidiary Energy XXI Gulf Coast Inc.'s existing senior unsecured debt to 'B' from 'B+' and removed them from CreditWatch, where S&P had placed them with negative implications on March 13, 2014. S&P revised the recovery rating on the debt to '5' from '4', indicating its expectation for modest (10% to 30%) recovery in the event of a payment default. S&P also affirmed its 'B+' corporate credit rating on Energy XXI (Bermuda) Ltd. and its 'B-' issue-level rating on its convertible debt. The recovery rating on this debt remains '6', indicating S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. The rating outlook is stable. "Despite weaker credit measures attributed to higher debt levels used to fund the EPL acquisition, the stable outlook reflects our expectation that EXXI will prudently manage its capital spending in fiscal 2015, enabling the company to generate positive cash flow and reduce debt levels," said Standard & Poor's credit analyst Mark Salierno. "We estimate the company's FFO to debt will be in the low-20% area and that debt to EBITDA will be in the low-3x area by the end of fiscal 2015." S&P could lower the ratings if credit measures weakened from current pro forma levels, including EXXI's FFO to debt falling below 20% for a prolonged period. S&P believes this could occur if oil prices dropped meaningfully from current levels or if lower capital spending or an operational disruption in the Gulf of Mexico lead to a shortfall in production. S&P believes such a disruption would likely reduce cash flow and necessitate increased borrowings and cause leverage to approach 4x. S&P would also consider a lower rating if liquidity deteriorated, which could occur if the company does not term out revolving credit facility borrowings in a timely manner over the next year, or if capital spending in fiscal 2015 is meaningfully higher than S&P's forecast. Given S&P's weaker projected credit measures in light of the EPL transaction, it currently do not expect to raise the ratings over the next 12 months. An upgrade would require EXXI to further expand its reserve base while maintaining debt leverage at or below 3x on a sustained basis. Since EXXI remains narrowly focused within the hurricane-prone Gulf of Mexico, S&P would also need EXXI to improve its geographic diversity, which could come from expanding its producing base into the deeper waters of the Gulf of Mexico or outside of the Gulf region. ENVISION HEALTHCARE: S&P Raises Corp. Credit Rating to 'BB-' ------------------------------------------------------------ Standard & Poor's Ratings Services raised all ratings on Greenwood Village, Co.-based Envision Healthcare Corp., including the corporate credit rating to 'BB-', from 'B+'. The outlook is stable. S&P raised its ratings because the company's leverage has improved as a result of debt repayment and EBITDA growth. S&P revised its financial profile assessment to "aggressive" from "highly leveraged". "The ratings are based on our business risk profile assessment of "fair" and our financial risk profile assessment of "aggressive," which reflects the company's ownership by financial sponsors and our expectation that the company's growth strategy will likely prevent sustained deleveraging below 4x," said credit analyst Tulip Lim. The outlook is stable. Despite S&P's expectation of high revenue and EBITDA growth, it do not expect sustained deleveraging below 4x because of the company's growth strategy and its control by financial sponsors. Upside scenario S&P could raise the rating if the sponsors were clearly on a path to divest their ownership and relinquish control and the company articulates a financial policy such that S&P become convinced that leverage would remain below 4x. Downside scenario S&P believes a downgrade is unlikely because the company has meaningful debt capacity at the current rating level, but it could lower the ratings if it expects the company's leverage would rise and remain above 5x. This could occur if the company funded more than $1 billion in acquisitions with debt. EVANS & SUTHERLAND: Incurs $551,000 Net Loss in 1st Quarter ----------------------------------------------------------- Evans & Sutherland Computer Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $551,000 on $6.67 million of sales for the three months ended March 28, 2014, as compared with a net loss of $1.35 million on $4.70 million of sales for the three months ended March 29, 2013. The Company's balance sheet at March 28, 2014, the Company had $25.59 million in total assets, $39.44 million in total liabilities and a $13.84 million total stockholders' deficit. "Recurring losses prior to 2013 have been accompanied by negative cash flows from operating activities. Furthermore, as of March 28, 2014, the unfunded obligation of the Company's qualified defined benefit pension plan ("Pension Plan"), as measured for accounting purposes, amounted to $19,012, contributing to a total stockholders? deficit of $13,842 as of March 28, 2014. Aided by prior cost reduction efforts and improved 2013 sales volume the Company reported net income for 2013 and a loss of $551 for the first quarter of 2014. The Company does not believe it can sustain and improve annual profitability at sufficient levels to fund its existing Pension Plan obligation. In order to preserve the liquid resources required to operate the business, the Company stopped making cash payments due to the Pension Plan trust beginning in October 2012. The Company initiated an application process for the distress termination of the Pension Plan in accordance with provisions of the Employee Retirement Income Security Act of 1974 ("ERISA") which it believes will result in a settlement of its Pension Plan liabilities on terms that are feasible for the Company to continue in business as a going concern through 2014 and beyond," the Company said in the Quarterly Report. A copy of the Form 10-Q is available for free at: http://is.gd/Qyw1y6 About Evans & Sutherland Salt Lake City, Utah-based Evans & Sutherland Computer Corporation in conjunction with its wholly owned subsidiary, Spitz Inc., creates innovative digital planetarium systems and cutting-edge, fulldome show content. E&S has developed Digistar 5, the world's leading digital planetarium with fulldome video playback, real- time computer graphics, and a complete 3D digital astronomy package fully integrated into a single theater system. This technology allows audiences to be immersed in full-color, 3D computer-generated interactive worlds. As a full-service system provider, E&S also offers Spitz domes, hybrid planetarium systems integrated with Digistar and a full range of theater systems from audio and lighting to theater automation. E&S markets include planetariums, science centers, themed attraction venues, and premium large-format theaters. E&S products have been installed in over 1,300 theaters worldwide. For the nine months ended Sept. 27, 2013, the Company reported a net loss of $793,000 on $18.42 million of sales as compared with a net loss of $2.19 million on $17.92 million of sales for the nine months ended Sept. 28, 2012. FAMILY MEMORIALS: Delays Filing; OSC Issues Temporary MCTO ---------------------------------------------------------- Family Memorials Inc. on May 12 disclosed that it is providing this bi-weekly Default Status Report in accordance with National Policy 12-203 Cease Trade Orders for Continuous Disclosure Defaults. On April 28, 2014, the Corporation disclosed that it would be unable to file its audited financial statements, management's discussion and analysis and related Chief Executive Officer and Chief Financial Officer certificates for the year ended December 31, 2013 before the April 30, 2014 filing deadline for the reason disclosed within that announcement. In accordance with NP 12-203, and as previously announced, the Corporation applied to the Ontario Securities Commission to approve a temporary management cease trade order to prohibit trading in securities of the Corporation, whether direct or indirect, by certain insiders of the Corporation. On May 2, 2014, the OSC issued a temporary MCTO. The Corporation is working on the Required Filings and anticipates that it will be in a position to remedy the default by filing the Required Filings by May 30, 2014. Pursuant to the requirements of section 4.4 of NP 12-203 - Alternative Information Guidelines, the Corporation reports that since the issuance of the Default Notice, there have not been any material changes to the information provided therein nor has there been any failure by the Corporation in fulfilling its stated intentions with respect to satisfying the AIG. In addition, there has not been any other specified default by the Corporation under NP 12-203 nor are any anticipated and there is no other material information concerning the affairs of the Corporation that has not otherwise been reported. About Family Memorials The Corporation is a Canadian public company operating in the death care industry retailing monuments and memorials through wholly owned subsidiaries and with agency and sales agreements with funeral homes. The Corporation currently trades on the TSX Venture Exchange under the symbol "FAM". FINJAN HOLDINGS: Annual Stockholders' Meeting Set on July 10 ------------------------------------------------------------ Finjan Holdings, Inc.'s Board of Directors has established a record date for its 2014 annual meeting of stockholders. The annual meeting is scheduled to be held at 9 a.m. Eastern Time at 575 Madison Avenue, New York, NY 10022, on July 10, 2014. Finjan Holdings stockholders of record at the close of business on May 15, 2014, will be entitled to notice of the annual meeting and to vote upon matters considered at the meeting. The Company will make available to all stockholders of record the proxy statement containing the meeting details and admission procedures. Stockholders are encouraged to review this information when it becomes available. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $50.98 million in 2012. As of Dec. 31, 2013, the Company had $27.94 million in total assets, $924,000 in total liabilities and $27.02 million in total stockholders' equity. FIRST PHYSICIANS: Posts $3.6 Million Net Income in First Quarter ---------------------------------------------------------------- First Physicians Capital Group, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $3.66 million on $6.93 million of net revenue from services for the three months ended March 31, 2014, as compared with net income of $2.72 million on $6.06 million of net revenue from services for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $42.32 million in total assets, $27.45 million in total liabilities, $191,000 in total non-redeeemable preferred stock, $12.21 million in redeemable preferred stock and $2.46 million in total stockholders' equity. As of March 31, 2014, the Company had working capital of $13.2 million compared with working capital of $7.9 million at Sept. 30, 2013, an increase of $5.3 million. The working capital increase was primarily the result of a $3.1 million increase in cash, a $1.6 million increase in trade accounts receivable and a $1.1 million reduction in accrued expenses. A copy of the Form 10-Q is available for free at: http://is.gd/HgLJlR About First Physicians Beverly Hills, Calif.-based First Physicians Capital Group, Inc. (OTC BB: FPCG) -- http://www.fpcapitalgroup.com/-- is an operator of healthcare services firms in the U.S. * * * This concludes the Troubled Company Reporter's coverage of First Physicians until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. FIRSTPLUS FINANCIAL: Judge Trims Attys' Fees in Racketeering Case ----------------------------------------------------------------- Law360 reported that a New Jersey federal judge on Wednesday declined to toss racketeering charges against a pair of reputed Lucchese crime family associates accused of draining $12 million from a mortgage lender and forcing its bankruptcy but dismissed counts against two attorneys and another defendant. According to the report, in a brief order, U.S. District Judge Robert B. Kugler declined to dismiss any of a host of charges, including racketeering conspiracy, securities fraud, wire fraud, mail fraud, bank fraud, extortion and money laundering, against Nicodemo Scarfo and Salvatore Pelullo. The case is USA v. SCARFO et al., Case No. 1:11-cr-00740 (D.N.J.). About FirstPlus Financial Based in Beaumont, Texas, FirstPlus Financial Group, Inc. (Pink Sheets: FPFX) -- http://www.firstplusgroup.com/-- was a diversified company that provided commercial loan, consumer lending, residential and commercial restoration, facility (janitorial and maintenance) services, insurance adjusting services, construction management services and a facilities and restoration franchise business. The Company had three direct subsidiaries, Rutgers Investment Group, Inc., FirstPlus Development Company and FirstPlus Enterprises, Inc. In turn, FirstPlus Enterprises, Inc., had three of its own direct subsidiaries, FirstPlus Restoration Co., LLC, FirstPlus Facility Services Co., LLC and The Premier Group, LLC. FirstPlus Restoration and FirstPlus Facility jointly owned FirstPlus Restoration & Facility Services Company. Additionally, FirstPlus Development had one direct subsidiary FirstPlus Acquisitions-1, Inc. A subsidiary of FirstPlus Financial Group -- FirstPlus Financial Inc. -- filed for Chapter 11 bankruptcy in March 1999 before the U.S. Bankruptcy Court for the Northern District of Texas, Dallas Division, amid turmoil in the asset-backed securitization markets and the lack of a reliable, committed secondary take-out source for high LTV loans. A modified third amended reorganization plan was confirmed in that case in April 2000. FirstPLUS Financial Group filed for Chapter 11 protection (Bankr. N.D. Tex. Case No. 09-33918) on June 23, 2009. Aaron Michael Kaufman, Esq., and George H. Tarpley, Esq., at Cox Smith Matthews Incorporated, served as counsel. The Debtor had total assets of $15,503,125 and total debts of $4,539,063 as of June 30, 2008. FirstPLUS Financial Group disclosed $1,264,637 in assets and $10,347,448 in liabilities as of the Chapter 11 filing. Matthew D. Orwig was appointed as the Chapter 11 trustee in the Debtor's cases. He is represented by Peter A. Franklin, Esq., and Erin K. Lovall, Esq., at Franklin Skierski Lovall Hayward LLP. Franklin Skierski was elevated to lead counsel from local counsel in the stead of Jo Christine Reed and SNR Denton US LLP, due to the maternity leave of Ms. Reed. Kurtzman Carson Consultants served as notice and balloting agent. FISKER AUTOMOTIVE: Seeks More Time To Finalize Ch. 11 Plan ---------------------------------------------------------- Law360 reported that Fisker Automotive Holdings Inc. sought more time to finalize its Chapter 11 plan before a judge considers sending it to creditors for a vote, saying that even with a $150 million sale to Wanxiang Group Corp. in place, certain creditors are still not quite on board. According to the report, the bankrupt electric-car maker said in court filings that it wants to push out a May 6 hearing to consider its disclosure statement that is distributed to creditors for voting purposes to May 20. 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. FOUNDATION HEALTHCARE: To Hold "Say-on-Pay" Votes Every 3 Years --------------------------------------------------------------- Foundation Healthcare, Inc., on Dec. 4, 2013, filed a current report on Form 8-K with U.S. Securities and Exchange Commission reporting, among other things, the voting results from its annual meeting of stockholders held on Dec. 2, 2013. The Company amended Current Report to disclose the Company's decision regarding how frequently it will hold an advisory vote on compensation of its named executive officers. A majority of the votes cast by shareholders was in line with the recommendation of the Company's board of directors to hold an advisory vote on the compensation of named executive officers every three years. In light of that vote, the Company will include an advisory vote on the compensation of named executive officers in its proxy materials every three years until the next required advisory vote on the frequency of advisory votes on the compensation of named executive officers. About Foundation Healthcare Oklahoma-based Foundation Healthcare is a healthcare services company primarily focused on owning controlling interests in surgical hospitals and the inclusion of ancillary service lines. The Company currently owns controlling and noncontrolling interests in surgical hospitals located in Texas. The Company also owns noncontrolling interests in ambulatory surgery centers ("ASCs") located in Texas, Oklahoma, Pennsylvania, New Jersey, Maryland and Ohio. Additionally, the Company provides sleep testing management services to various rural hospitals in Iowa, Minnesota, Missouri, Nebraska and South Dakota under management contracts with the hospitals. The Company provides management services to a majority of its Affiliates under the terms of various management agreements. Prior to Dec. 2, 2013, the Company's name was Graymark Healthcare, Inc. Foundation Healthcare reported a net loss attributable to Foundation Healthcare common stock of $20.42 million on $93.14 million of revenues for the year ended Dec. 31, 2013, as compared with net income attributable to Foundation Healthcare common stock of $2.45 million on $52.97 million of revenues in 2012. The Company's balance sheet at Dec. 31, 2013, shows $55.27 million in total assets, $61.85 million in total liabiities, $8.70 million in preferred noncontrolling interests and a $15.27 million total deficit. Hein & Associates LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company had insufficient working capital as of Dec. 31, 2013, to fund anticipated working capital needs over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. GENERAL MOTORS: U.S. Lost $11.2-Bil. in Bailout, TARP Report Says ----------------------------------------------------------------- Tim Higgins, writing for Bloomberg News, reported that the U.S. Treasury's bailout fund lost $11.2 billion on the rescue of General Motors Co. with the government's exit of the largest U.S. automaker, a report said. According to the report, the total includes $826 million that the Treasury wrote off in March for its remaining claim in old GM, the special inspector general for the Troubled Asset Relief Program said in a report to Congress on April 30. In December, the government had put the loss at about $10.5 billion on its $49.5 billion investment. The Treasury sold its remaining shares in GM in December, signaling the end of Government Motors, as the Detroit-based automaker was derisively labeled by some critics after the U.S. government stepped in with emergency funding in 2008, the report related. Bailouts from the George W. Bush and Barack Obama administrations helped GM avoid liquidation and reorganize in a 2009 bankruptcy that has given new life to the company. "The goal of Treasury's investment in GM was never to make a profit, but to help save the American auto industry, and by any measure that effort was successful," Adam Hodge, a Treasury spokesman, said in an to Bloomberg. Buoyed by lower debt, reduced labor costs and a focus on only its strongest brands, GM is emblematic of a revitalized U.S. auto industry, the report further related. While the government lost money, its exit paved the way for an influx of fresh investor capital. About 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: Wants Ignition Switch Suits Stayed -------------------------------------------------- Law360 reported that General Motors Co. said that class action plaintiffs in ignition switch defect suits should voluntarily pause the suits while a New York bankruptcy court rules on whether the suits are allowed under the 2009 sale order that allowed it to exit bankruptcy. According to the report, GM wrote in a letter to U.S. Bankruptcy Judge Robert E. Gerber that plaintiffs should enter "voluntary stipulations" staying their suits within the next 10 days. The letter comes as attorneys for the plaintiffs prepare to make their case before Judge Gerber, the report related. About 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. GENESIS ENERGY: S&P Rates $300MM Sr. Unsecured Notes 'B' -------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' issue-level rating to Genesis Energy L.P.'s and Genesis Energy Finance Corp.'s proposed $300 million senior unsecured notes due 2024. S&P also assigned its '6' recovery rating to the debt, indicating negligible (0% to 10%) recovery of principal. The partnership intends to use net proceeds to repay outstanding borrowings under its revolving credit facility, which had about $641 million outstanding as of March 31, 2014, and for general partnership purposes. Houston-based Genesis is a midstream energy partnership active in the Gulf Coast area, specializing in pipeline transportation, refinery services relating to sulfur, and supply and logistics. S&P's corporate credit rating on Genesis is 'BB-', and the outlook is stable. As of March 31, 2014, Genesis had about $1.3 billion in debt. RATINGS LIST Genesis Energy L.P. Corp credit rating BB-/Stable/-- New Rating Genesis Energy L.P. Genesis Energy Finance Corp. $300 mil sr unsecd notes B Recovery rating 6 GLOBAL AVIATION: Gets Nod For Ch. 11 Forbearance Deal ----------------------------------------------------- Law360 reported that a Delaware bankruptcy judge agreed to approve a forbearance agreement between Global Aviation Holdings Inc. and debtor-in-possession lender Cerberus Business Finance LLC, a deal that lets the charter air service provider draw on cash collateral to finance its Chapter 11 case. According to the report, Global Aviation, which had been operating under a $51 million DIP package from Cerberus before receiving a default notice March 25, reached a deal with the lender allowing the company to tap proceeds from a proposed $13 million sale and other incoming cash to fund the case. The forbearance agreement drew flak from a number of sources, but Global Aviation attorney Kenric D. Kattner told the court that all objections to the pact had been resolved, the report related. World (DE) QRS 16-95 Inc., the landlord of Global Aviation's Peachtree City, Ga., headquarters took aim at the forbearance agreement, saying the pact fails to account for postpetition lease payments, a separate Law360 report related. At a hearing in Wilmington, U.S. Bankruptcy Judge Mary F. Walrath said she would sign off on the deal as soon as finalized form of order was submitted, the report further related. Revisions to the agreement and accompanying budget provide payments to objecting parties, which include the landlord of Global Aviation's headquarters, the official committee of unsecured creditors and the U.S. trustee, among others, the report added. Global Aviation's motion drew fire from additional sources, including the U.S. trustee's office and the Teamsters union. The U.S. Trustee objected to the forbearance agreement on the grounds that Global Aviation hasn't filed its February operating report or paid trustee's fees for the fourth quarter of 2013, Law360 related. The Teamsters launched a response seeking to alert the court to the "devastating effect that Cerberus' recent actions and proposed wind-down budget will have upon the debtors' employees," Law360 further related. About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. The Deal reported that World Airways Inc. ceased operations on March 27, 2014, after its bankrupt parent was unable to secure necessary funding to keep the charter operator airborne. GOODMAN NETWORKS: S&P Revises Outlook to Neg. & Affirms 'B' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services said it revised its outlook on Goodman Networks Inc. to negative from stable. At the same time, S&P affirmed all ratings on the company, including the 'B' corporate credit rating. "The outlook revision is based on our view that there is a one- third or greater chance of a downgrade over the next year due to factors that could lead to adjusted leverage sustained above 5x (including the present value of operating leases in our debt calculation)," said Standard & Poor's credit analyst Michael Weinstein. These factors are: -- Goodman may be unable to materially improve its infrastructure services gross margin if demand for tower crew labor remains elevated due to network upgrades that are ongoing across the U.S. wireless industry. -- AT&T, the company's largest customer, which generates approximately 58% of revenue, pro forma for the Multiband acquisition, could delay or change its network upgrade plans. The negative outlook reflects the possibility that the company may be unable to meaningfully improve profitability in 2014 and reduce leverage to below 5x on a sustained basis, a parameter that would be supportive of the current rating. A downgrade could occur if the company is unable to improve the gross margin in its infrastructure services segment, or if AT&T were to curtail capital spending for wireless projects, and this resulted in leverage sustained above 5x. S&P could change the outlook to stable within the next year if the company meets the following conditions: -- Total leverage is sustained below 5x with positive FOCF. -- The EBITDA margin increases to at least 6%-7% on a sustained basis. GROUP 1 AUTOMOTIVE: S&P Rates $300MM Sr. Unsecured Notes 'BB' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level and '5' recovery ratings to Houston, Texas-based auto retailer Group 1 Automotive Inc.'s proposed $300 million senior unsecured notes due 2022. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%) in the event of a payment default. The company states it will use the proceeds to fund a tender offer for its outstanding $115 million 3.0% senior unsecured convertible notes. The proposed debt issuance increases debt leverage and interest expense. However, S&P believes Group 1's credit measures will remain appropriate for the rating in 2014, with debt to EBITDA of 4x or less and free operating cash flow to debt of 10% or better. The rating on Group 1 reflects S&P's view of the company's resilient business model, including the stability of EBITDA relative to revenues (the company has a high degree of variable costs and multiple revenue sources) and the company's very profitable service business, which does not dependent on vehicle sales. RATINGS LIST Group 1 Automotive Inc. Corporate Credit Rating BB+/Stable/-- New Ratings Group 1 Automotive Inc. $300 mil. senior unsecured notes due 2022 BB Recovery Rating 5 GYMBOREE CORP: S&P Lowers CCR to 'CCC+'; Outlook Developing ----------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on San Francisco-based children's apparel retailer The Gymboree Corp. to 'CCC+' from 'B-'. The outlook is developing. At the same time, S&P lowered its issue-level rating on the company's $820 million senior secured term loan to 'CCC+' from 'B-'. The recovery rating on this debt instrument remains unchanged at '3', indicating S&P's expectation for meaningful (50%-70%) recovery in the event of default. S&P also lowered the issue-level rating on Gymboree's $400 million senior unsecured notes to 'CCC-' from 'CCC' and the '6' recovery rating is unchanged on this debt issue. The '6' recovery rating indicates S&P's expectation for negligible (0%-10%) recovery in the event of default. "Our rating action reflects continuing weak operating performance and our expectation for further profitability erosion and weakening liquidity in the upcoming quarters," said credit analyst Mariola Borysiak. "We assess Gymboree's business risk profile as "vulnerable", reflecting its participation in a very competitive and fragmented children apparel industry, vulnerability to cotton price inflation, and fashion missteps." The outlook is developing indicating S&P's belief that performance will remain challenged at least throughout first half of fiscal 2014 (FYE February 2014). S&P anticipates modest operational gains toward the end of the year, resulting from improved merchandise offering, stronger consumer confidence and inventory management initiatives. Downside scenario S&P would lower the rating if the company is unable to regain market share and turnaround its declining sales and margin trends by the end of the fourth quarter. Under this scenario Gymboree would continue to be free operating cash flow negative, using its revolver borrowings to fund its operating and financing needs. Such significant material deficit in the company's sources of liquidity would result in our reassessment of liquidity profile to "weak". Upside scenario A positive rating action could be considered if management's initiatives centered around its inventory position, promotional strategies and merchandising gain traction into the fourth quarter, leading to improving sales trends, stronger margins and our belief that the company can fund its operating and financing needs with internally generated cash. Under this scenario S&P would believe the company will generate and sustain positive levels of free operating cash flow. S&P calculates that about 100 basis points gross margin improvement and 3% comparable-store sales growth will result in modestly positive free operating cash flow for the company in 2015 (fiscal February 2016). HAMPTON CAPITAL: Wants CCA Global to Return $180,229 ---------------------------------------------------- Hampton Capital Partners, LLC, filed a complaint against CCA Global Partners, Inc., requesting that the Bankruptcy Court: 1. avoid and set aside the transfers to the defendant pursuant to Section 547(b) of the Bankruptcy Code; 2. grant judgment against defendant in the amount of $180,229 pursuant to Section 550 of the Bankruptcy Code, or in such amount as the Court determines is due if the defendant establishes any valid defenses pursuant to Section 547(c); and 3. award interest on the judgment amount at the maximum legal rate from the date of the filing of the complaint until paid, with such recovery being for the benefit of the Debtor's estate pursuant to Section 550(a). According to the Debtor, the transfers were made for or on account of an antecedent debt owed by the Debtor to the defendant before the transfers were made. Prior to the Petition Date, the defendant provided services to the Debtor, and in exchange, the Debtor was obligated to pay the defendant monetary compensation. About 90 days prior to the Petition Date -- the so-called Preference Period -- the Debtor made certain transfers by check, wire transfer or its equivalent, including transfers to or for the benefit of the defendant. During the Preference Period, the Debtor's assets consisted primarily of (i) its real property at Aberdeen, NC and Wagram, NC, (ii) its work in process and finished inventory, (iii) accounts receivable, and (iv) its equipment and other tangible and intangible personal property. The total value of all of the Debtor's assets during the Preference Period was less than $30 million. The aggregate total of all of the Debtor's liabilities during the Preference Period was in excess of $50 million. About Hampton Capital Partners Hampton Capital Partners, LLC, an Aberdeen, N.C.-based manufacturer of residential and commercial tufted carpets under the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-80015) on Jan. 7, 2013. The Company has been producing carpet under the Gulistan name since 1924, although it traces its roots back to 1818, when an Armenian textile importer established a business in Turkey. The company began manufacturing carpet in Aberdeen in 1957, and was acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25 years, Gulistan Carpet has undergone several ownership changes. In addition to its headquarters and manufacturing operations in Aberdeen, the company has a plant in Wagram, N.C. John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the Debtor. Getzler Henrich & Associates LLC is the financial consultant. The Court confirmed the Debtor's second amended plan of liquidation dated Oct. 8, 2013. The Plan proposes the appointment of a trustee to wind up the affairs of the Debtor, complete the final administration of the Debtor's bankruptcy estate, and consummate the Plan. HAMPTON CAPITAL: Files Avoidance Suit v. National Floorcovering --------------------------------------------------------------- Hampton Capital Partners, LLC, filed a complaint against National Floorcovering Alliance Corp., to avoid and recoup pre-bankruptcy transfers of property. National Floorcovering is an entity of which certain other carpet or flooring retailers are members. Prior to the Petition Date, the defendant and the Debtor entered into a certain "National Flooring Alliance 2012 Rebate Agreement," in which the Debtor would pay a rebate to the NFA equal to three percent of certain purchases made from the Debtor by the members of the NFA. The rebate payment would come due on a quarterly basis. The Debtor made a payment of $87,607, by check, for amounts due under the Rebate Agreement for the second quarter of 2012. The transfer cleared on Nov. 16, 2012, which was within 90 days prior to the Petition Date. At the time of the transfer, according to the Debtor, the defendant had a right to payment on account of an obligation owed to defendant by the Debtor. In this relation, the Debtor requests that the Court: 1. avoid and set aside the transfer to the defendant pursuant to Section 547(b) of the Bankruptcy Code; 2. grant judgment against the defendant in the amount of $87,607 pursuant to Section 550 of the Bankruptcy Code, or in such amount as the Court determines is due if the defendant establishes any valid defenses pursuant to Section 547(c); 3. award interest on the judgment amount at the maximum legal rate from the date of the filing of the complaint until paid, with such recovery being for the benefit of the Debtor's estate pursuant to Section 550(a); and 4. award the costs of the action against the defendant. About Hampton Capital Partners Hampton Capital Partners, LLC, an Aberdeen, N.C.-based manufacturer of residential and commercial tufted carpets under the Gulistan name, filed a Chapter 11 petition (Bankr. M.D.N.C. Case No. 13-80015) on Jan. 7, 2013. The Company has been producing carpet under the Gulistan name since 1924, although it traces its roots back to 1818, when an Armenian textile importer established a business in Turkey. The company began manufacturing carpet in Aberdeen in 1957, and was acquired by J.P. Stevens & Co. Inc. in 1964. Over the last 25 years, Gulistan Carpet has undergone several ownership changes. In addition to its headquarters and manufacturing operations in Aberdeen, the company has a plant in Wagram, N.C. John Paul H. Cournoyer, Esq., at Northen Blue, LLP, serves as counsel to the Debtor. Getzler Henrich & Associates LLC is the financial consultant. The Court confirmed the Debtor's second amended plan of liquidation dated Oct. 8, 2013. The Plan proposes the appointment of a trustee to wind up the affairs of the Debtor, complete the final administration of the Debtor's bankruptcy estate, and consummate the Plan. HARLAN LABORATORIES: S&P Withdraws 'CCC' Rating on Acquisition -------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings, including its 'CCC' corporate credit rating, on Harlan Laboratories Inc. at the company's request. This announcement follows news that the company has been acquired by Huntingdon Laboratories. HARRIS LAND: Secured Lender Asks Court to Dismiss Ch. 11 Case ------------------------------------------------------------- Midwest Independent Bank asks the U.S. Bankruptcy Court for the Western District of Missouri, Southern Division, to dismiss the Chapter 11 case of Harris Land Development, LLC, or, in the alternative, convert the Debtor's case to one under Chapter 7 of the Bankruptcy Code. MIB, a creditor of Harris Land, also asks the Bankruptcy Court to lift the automatic stay so it can proceed with foreclosure and other enforcement action under certain a prepetition loan agreement. As of Jan. 15, 2014, the amount owed by the Debtor for principal and interest is $1,311,449. The prepetition loan is secured by certain properties. MIB asserts that the Debtor cannot establish that the properties securing its prepetition loan are essential to an effective reorganization. MIB tells the Court that the Debtor has failed to perform under the plan confirmed in the 2010 case, and has failed to make payments to MIB. Any sale of the properties would have to yield sufficient cash to repay the indebtedness owed to MIB, plus other costs allowed for under the loan, and all closing costs, commissions, title and escrow costs, before the Debtor could realize any equity value in the properties, Jonathan C. Browning, Esq. -- jbrowning@msblawfirm.com -- at Mariea, Sigmund, & Browning, L.L.C., in Jefferson City, Missouri, asserts on behalf of MIB. Judge Arthur B. Federman, the judge overseeing Harris Land's Chapter 11 case, noted that in the Debtor's pending prior case (Case No. 10-62322), in which Ariel Weissberg, Esq., at Weissberg & Associates, in Chicago, Illinois, originally represented the debtor, but then withdrew, stating that "differences have arisen which make it reasonably difficult to carry out ... representation.." of his client, as such Judge Federman did not allow Mr. Weissberg to represent the Debtor in Case No. 14-60554. Judge Federman threatened that the case will be dismissed unless an alternate counsel enters an appearance and files an application to be employed. Judge Federman ordered Mr. Weissberg to return to the Debtor the $25,000 retainer fee paid to him, less any filing fee which might have been paid out of that fee. Harris Land Development, LLC, sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28, 2014, without stating a reason. The Edgar Springs, Missouri-based company estimated $10 million to $50 million in total assets and liabilities. The Debtor is represented by Ariel Weissberg, Esq., at Weissberg & Associates, in Chicago, Illinois. This is Harris Land's second trip to bankruptcy. The first bankruptcy was in September 2010 in In Re Harris Land Development, LLC, Case No. 10- 62322 (Bankr. W.D. Mo.). HASHFAST TECHNOLOGIES: Facing Involuntary Chapter 7 Petition ------------------------------------------------------------ HashFast Technologies LLC, a startup Bitcoin miner manufacturer- turned-chipmaker, is facing a petition for liquidation under Chapter 7 of the Bankruptcy Code before the U.S. Bankruptcy Court for the Northern District of California in San Francisco. Five creditors, allegedly owed $330,620, filed the involuntary petition. The petitioning ceditors are Koi Systems of Hong Kong; UBE Enterprises of Sandy, Utah; Timothy Lam of Temple City, California; Edward Hammond of Austin, Texas; and Grant Pederson of Frisco, Texas. They are represented by Ashley M. McDow, Esq., at Baker Hostetler LLP in Los Angeles. Arstechnica.com reported that the involuntary petition was filed just days after HashFast's CEO told Ars that his company was "as poor as church mice". Ars' recent story chronicled five arbitration cases and two lawsuits that HashFast has pending against it. Many customers have accused the firm of outright fraud. Some are upset that when the company failed to fulfill its orders, it refused to refund the amount in bitcoins as it previously promised. "There has been a motion filed to put us into involuntary bankruptcy," Amy Abascal, the company's director of marketing, told Ars by e-mail. "We are evaluating our options and preparing our response. We'll provide information as it's available." "My hope is that this transitions to a Chapter 11 and everyone gets paid," said Ray Gallo, an attorney involved in three of the five arbitration cases against HashFast, according to the report. "We'd be more likely to get paid if they stay in business." HashFast has 21 days to respond and prove its solvency. IMH FINANCIAL: Completes Issuance of Notes and Rights Offerings --------------------------------------------------------------- As previously reported, on or about Nov. 25, 2013, IMH Financial Corporation received final approval of the Class Action Settlement when the Delaware Supreme Court dismissed the last remaining appeal in the class action lawsuit captioned In re IMH Secured Loan Fund Unitholders. Under the terms of the Settlement, the Company offered to Class members: (1) up to $20 million of 4 percent five-year subordinated unsecured notes to members of the Class in exchange for up to approximately 2.5 million shares of the Company's common stock at an exchange rate of one share per $8.02 in subordinated notes; and (2) up to $10 million of convertible notes to Class members that are accredited investors, with the same financial terms as the convertible notes previously issued to NW Capital. The Company commenced the Exchange Offering and the Rights Offering on Feb. 12, 2014, which remained open for 25 business days and were closed for subscription on March 20, 2014. Following the review of certain documentation submitted by participating shareholders that required additional administrative attention, as well as the coordination and execution of final documents, the Company completed the issuance of notes under the Exchange Offering and the Rights Offering on April 28, 2014. The final amount of settlement loss resulting from these transactions is not expected to vary materially from the amount previously reported in Form 10-K for the period ended Dec. 31, 2013. The final results of the offerings were as follows: Exchange Offering Based on the final results of the Exchange Offering, 1,268,675 shares were exchanged by existing shareholders for Exchange Offering notes with a face value of approximately $10.2 million and a nominal cash payment to participants in lieu of note issuance for fractional interests. The amount of shares exchanged and the related Exchange Offering Notes were recorded by the Company at fair value. Based on the fair value assessment performed by management, the fair value of the Company's common stock was deemed to be approximately $4.12, or 49 percent lower than the $8.02 per share being paid under the Exchange Offering, which was recorded as treasury stock. Based on the fair value assessment performed by management, the estimated fair value of the Exchange Offering notes was approximately $6.4 million (as compared to the face amount of $10.2 million), resulting in a discount of the Exchange Offering notes of $3.8 million. The difference between the fair value of the Exchange Debt under GAAP and its actual face amount was recorded as a debt discount by the Company, which will be amortized as an adjustment to interest expense using the effective interest method over the term of the Exchange Offering notes. Rights Offering Based on the final results of the Rights Offering, the Company issued Rights Offering notes totaling approximately $70 thousand to participating shareholders. The notes issued under the Rights Offering were recorded by the Company at their fair value. Based on the fair value assessment performed by management, the estimated fair value of the Rights Offering Notes was $96 thousand (as compared to the face amount of $70 thousand). The difference between the fair value of the Rights Offering notes and its actual face amount totaling $26 thousand was recorded as a debt premium by the Company which will be amortized as a reduction of interest expense using the effective interest method over the term of the notes. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. The Company is a commercial real estate lender based in the southwest United States with over 12 years of experience in many facets of the real estate investment process, including origination, underwriting, documentation, servicing, construction, enforcement, development, marketing, and disposition. The Company focuses on a niche segment of the real estate market that it believes is underserved by community, regional and national banks: high yield, short-term, senior secured real estate mortgage loans. The intense level of underwriting analysis required in this segment necessitates personnel and expertise that many community banks lack, yet the requisite localized market knowledge of the underwriting process and the size of the loans the Company seeks often precludes the regional and community banks from efficiently entering this market. For the nine months ended Sept. 30, 2013, the Company reported a net loss of $15.47 million. IMH Financial disclosed a net loss of $32.19 million in 2012, a net loss of $35.19 million in 2011, and a net loss of $117.04 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $249.77 million in total assets, $133.13 million in total liabilities and $116.63 million in total stockholders' equity. INTERLEUKIN GENETICS: Amends 2013 Form 10-K to Add Disclosure ------------------------------------------------------------- Interleukin Genetics, Inc., amended its anual report on Form 10-K for the year ended Dec. 31, 2013, as filed on March 20, 2014, to include the disclosure required in Part III, Items 10, 11, 12, 13 and 14. Except for Items 10, 11, 12, 13 and 14 of Part III and Item 15(a)(3) of Part IV, no other information included in the Original Form 10-K is amended or changed by the Amendment. A copy of the Form 10-K/A is available for free at http://is.gd/nt0s9T About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics incurred a net loss of $7.05 million on $2.42 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $5.12 million on $2.23 million of total revenue in 2012. As of Dec. 31, 2013, the Company had $10.12 million in total assets, $4.87 million in total liabilities and $5.25 million in total stockholders' equity. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 3, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "The amount of cash we generate from operations is currently not sufficient to continue to fund operations and grow our business. We expect that our current and anticipated financial resources, including the proceeds from the May 2013 Private Placement and assuming the receipt of an additional $5 million in gross proceeds from the second tranche of the May 2013 Private Placement will be adequate to maintain our current and planned operations at least through the next twelve months. If we do not receive the additional $5 million from our current investors we will be forced to seek additional funding sources. If we are unable to obtain such funding, we may have to end our operations and seek protection under bankruptcy laws," the Company said in its Annual Report for the year ended Dec. 31, 2013. IPC INTERNATIONAL: Asks Court to Approve Wickman and Noyes Deal --------------------------------------------------------------- IPC International Corporation and its affiliated debtors ask the Bankruptcy Court to approve a stipulation with Craig Wickman and Penelope Noyes, which resolves their claims concerning a tort action pending before the Supreme Court of New York. In exchange for lifting the automatic stay so that the state court action may continue to prosecute the New York case, Mr. Wickman and Ms. Noyes agree to waive their claims to the extent that the claims: (a) fall within IPC's self-insured retention under their applicable insurance policies; and (b) exceed any amounts paid or available under the applicable insurance coverage. Etta R. Mayers, Esq., at Potter Anderson & Corroon LLP, in Wilmington, Delaware, assures the Court that the stipulation is an exercise of IPC's business judgment and is a fair and reasonable resolution of Mr. Wickman and Ms. Noyes's claims. About IPC International Based in Bannockburn, Illinois, IPC International Corp., a provider of security services for 350 shopping malls, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-12050) on Aug. 9, 2013, in Delaware after signing a contract for Universal Protection Services LLC to buy the business, subject to higher and better offers at an auction. Bankruptcy was the result of losses on a U.K. affiliate that was sold, as well as competition and the cost of liability insurance. Scott M. Strong signed the petition as chief financial officer. The Debtor estimated assets and debts of at least $10 million. Jeremy William Ryan, Esq., and Etta R. Mayers, Esq., at Potter Anderson & Corroon, LLP, serves as local counsel. Paul V. Possinger, Esq., and Brandon W. Levitan, Esq., at Proskauer Rose, LLP, serve as the Debtor's general bankruptcy counsel. Silverman Consulting, LLC, acts as the Debtor's financial advisor and Livingstone Partners, LLP, serves as the Debtor's investment banker. KCC is the Debtor's noticing, claims and balloting agent. Judge Mary F. Walrath presides over the case. The Debtor disclosed $21,959,100 in assets and $31,056,575 in liabilities as of the Chapter 11 filing. Liabilities include $6.9 million on a revolving credit and $10.4 million on term loans owing to PrivateBank & Trust Co., as agent. PrivateBank also provided a $12 million loan to finance the Chapter 11 case. The DIP loan required quick sale. A three-member panel has been appointed as the official unsecured creditors committee in the case. The panel consists of Weinberg, Wheeler, Hudgins, Gunn & Dial, LLC; Mary Carmona-Rousse; and Drew Eckl & Farnham, LLP. In October 2013, IPC International won authorization to sell the business for $25.4 million to Universal Protection Services. Allied Security Holdings LLC, a competing bidder, forced Universal to raise the offer at an auction early in October. Universal initially offered $21.3 million plus assumption of specified liabilities. KAISER ALUMINUM: S&P Raises Corp. Credit Rating to 'BB' ------------------------------------------------------- Standard & Poor's Rating Services said it raised its corporate credit rating on Foothill Ranch, Calif.-based Kaiser Aluminum Corp. to 'BB' from 'BB-'. The outlook is stable. S&P simultaneously raised its rating on Kaiser's $225 million 8.25% senior notes due 2020 to 'BB' from 'BB-'. The recovery rating on the notes remains '3', reflecting S&P's expectation of a meaningful (50%-70%) recovery in the event of a payment default. "The stable outlook reflects our expectations that favorable trends in the aerospace and automotive markets will increase profitability and free cash flow generation over the next two years," said Standard & Poor's credit analyst Amanda Buckland. "In addition, the company's recent capacity expansion and various upgrades should improve operational efficiency to meet near-term demand without significant capital spending. We also expect management to prudently balance growth and shareholder rewards in a manner that maintains strong liquidity." S&P could lower the rating if Kaiser's operating performance deteriorated sharply, causing debt to EBITDA to climb and remain above 3x, because of an unexpected industry downturn. S&P would also lower its rating if leverage increased because of debt- financed dividends or share repurchases. S&P views a further upgrade unlikely within the next year, given the limitations in Kaiser's business risk profile as a specialty semifabricated aluminum products company with limited earnings diversity given its large combined exposure to the aerospace and automotive markets. KRIEG FAMILY: Assets to Be Sold at June 18 Foreclosure Auction -------------------------------------------------------------- Real and related personal property located at 520 US Highway 70, Safford, Arizona 85546, will be sold at public auction to the highest bidder at 1:00 p.m., on June 18, 2014, on the front steps of the Graham County Superior Court, 800 Main Street, Safford, Arizona 85546. The sale is being made pursuant to the power of sale under the Deed of Trust, Assignment of Leases and Rents, Security Agreement and Fixture Filing, made as of March 29, 2007, by Krieg Family Limited Partnership, in favor of Safford Title Agency, Inc. (a/k/a Sanford Title Agency, Inc.), as Trustee, originally for the benefit of BLX Capital, LLC, the Original Lender. The Deed of Trust was (a) assigned by Ciena Capital Funding, LLC f/k/a BLX Capital, LLC to BLC Capital Funding, LLC pursuant to the Assignment of Deed of Trust, dated as of November 7, 2011,; (b) assigned by BLC to BLX Conventional Funding Trust I, pursuant to the Assignment of Deed of Trust, executed as of November 7, 2011; and (c) ultimately assigned by BLX to HSBC Bank USA, National Association, not in its individual capacity but solely as Indenture Trustee, under an Indenture dated June 1, 2007, for the benefit of the Indenture Trustee and holders of the Business Loan Express Business Loan-Backed Notes, Series 2007-A, as their interests may appear, pursuant to the Assignment of Deed of Trust, executed as of November 7, 2011. Sale proceeds will be used to pay down debt in the original principal balance of $2,175,000 owed to the Lender. The current Trustee maybe reached at: Anthony M. Grafitti, Esq. BERRY RIDDELL & ROSENSTEEL LLC 6750 East Camelback Road, Suite 100 Scottsdale, Arizona 85251 LPATH INC: Incurs $3.3 Million Net Loss in First Quarter -------------------------------------------------------- LPath, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.30 million on $1.71 million of total revenues for the three months ended March 31, 2014, as compared with a net loss of $1.24 million on $1.11 million of total revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $21.63 million in total assets, $6.25 million in total liabilities and $15.37 million in total stockholders' equity. As of March 31, 2014, Lpath had cash and cash equivalents totaling $16.1 million. A copy of the Form 10-Q is available for free at: http://is.gd/z1Xmy2 About Lpath, Inc. San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $6.56 million in 2013, a net loss of $2.75 million in 2012 and a net loss of $3.11 million in 2011. LUCID INC: Incurs $1.8 Million Net Loss in First Quarter -------------------------------------------------------- Lucid, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.82 million on $858,138 of revenues for the three months ended March 31, 2014, as compared with a net loss of $1.05 million on $1.05 million of revenues for the same period during the prior year. The Company's balance sheet at March 31, 2014, showed $2.21 million in total assets, $16.39 million in total liabilities and a $14.18 million total stockholders' deficit. "As of March 31, 2014, the Company had cash and cash equivalents of $0.2 million and a working capital deficit of $6.8 million. During the three months ended March 31, 2014, cash used in operating activities totaled $0.5 million. As a result of its limited cash resources and working capital deficit, the Company is delinquent in paying a number of its creditors. Unless the Company obtains additional financing in the coming months, it will need to substantially curtail operations and may be unable to continue its business," the Company said in the Report. A copy of the Form 10-Q is available for free at: http://is.gd/gbhPk2 About Lucid Inc. Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices enabling physicians to image and diagnose skin disease in real time without an invasive or surgical biopsy. Lucid, Inc., reported a net loss of $5.47 million on $3.34 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.82 million on $2.43 million of revenues in 2012. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "As of December 31, 2013, we had approximately $12.0 million of outstanding debt. We cannot be sure that our future working capital or cash flows, combined with any funds resulting from our current fund raising efforts, will be sufficient to meet our debt obligations and commitments. Any failure by us to repay such debt in accordance with its terms or to renegotiate and extend such terms would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. In addition, the existence of our outstanding debt many hinder or prevent us from raising new equity or debt financing. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership," the Company said in the 2013 Annual Report. LUCID INC: Amends 2013 Annual Report ------------------------------------ Lucid, Inc., operating as Caliber Imaging & Diagnostics or Caliber I.D., filed its annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, with the U.S. Securities and Exchange Commission on March 12, 2014. Lucid amended the Annual Report for the purpose of including the information required by Items 10, 11, 12, 13 and 14 of Part III of Form 10-K, as permitted under General Instruction G(3) to Form 10-K. A copy of the Form 10-K/A is available for free at http://is.gd/70YsDc In March 2014, the Board of Directors of Lucid authorized the Company to issue up to approximately $0.9 million in convertible debt and common stock to provide funding to the Company pending completion of a private placement of equity securities. All convertible debt issued pursuant to the Bridge Loan Program will be payable on demand after Nov. 20, 2014, and will bear interest at a rate of 7 percent per annum payable upon maturity. Upon closing of a financing in which the Company raises at least $6 million, the principal and accrued interest on the convertible debt will be automatically converted into identical equity securities as those issued in the Qualified Financing on the same terms as in the Qualified Financing. In March 2014, the Company borrowed $0.1 million from a director of the Company pursuant to the Bridge Loan Program. In April 2014, the Company borrowed under the Bridge Loan Program an additional $0.2 million from other directors of the Company and $0.2 million from an investment fund in which one of the Company's Directors is a general partner. Once the aggregate amount of the financing under the Bridge Loan Program reached $0.5 million, that financing became material contracts and became reportable on Form 8-K under the applicable rules of the U.S. Securities and Exchange Commission. About Lucid Inc. Rochester, N.Y.-based Lucid, Inc., is a medical device company that designs, manufactures and sells non-invasive cellular imaging devices enabling physicians to image and diagnose skin disease in real time without an invasive or surgical biopsy. Lucid reported a net loss of $5.47 million on $3.34 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $9.82 million on $2.43 million of revenues in 2012. As of Dec. 31, 2013, the Company had $2.40 million in total assets, $14.90 million in total liabilities and a $12.49 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, deficit in equity, and projected need to raise additional capital to fund operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "As of December 31, 2013, we had approximately $12.0 million of outstanding debt. We cannot be sure that our future working capital or cash flows, combined with any funds resulting from our current fund raising efforts, will be sufficient to meet our debt obligations and commitments. Any failure by us to repay such debt in accordance with its terms or to renegotiate and extend such terms would have a negative impact on our business and financial condition, and may result in legal claims by our creditors. In addition, the existence of our outstanding debt many hinder or prevent us from raising new equity or debt financing. Our ability to make scheduled payments on our debt as they become due will depend on our future performance and our ability to implement our business strategy successfully. Failure to pay our interest expense or make our principal payments would result in a default. A default, if not waived, could result in acceleration of our indebtedness, in which case the debt would become immediately due and payable. If this occurs, we may be forced to sell or liquidate assets, obtain additional equity capital or refinance or restructure all or a portion of our outstanding debt on terms that may be less favorable to us. In the event that we are unable to do so, we may be left without sufficient liquidity and we may not be able to repay our debt and the lenders may be able to foreclose on our assets or force us into bankruptcy proceedings or involuntary receivership," the Company said in the Annual Report for the year ended Dec. 31, 2013. METEX MFG: Supplements to Reorganization Plan Filed --------------------------------------------------- Metex Mfg. Corporation, formerly known as Kentile Floors, Inc., the Asbestos Claimants Committee, and the Future Claimants' Representative, as Plan Proponents, submitted to the Bankruptcy Court a supplement to the Plan of Reorganization dated Dec. 23, 2013. The supplement includes: 1. Schedule of Executory Contracts to be Rejected or Assumed and Assigned; 2. Exhibit 2 Amended Certificate of Incorporation; 3. Exhibit 3 Initial Members of the Asbestos PI Trust Advisory Committee; and 4. Exhibit 4 Asbestos Records Cooperation Agreement. As reported in the Troubled Company Reporter on March 14, 2014, Judge Cecelia G. Morris approved the adequacy of the Disclosure Statement describing the Plan. The Plan contemplates the establishment of Sec. 524(g) trust and an injunction that will channel to the Asbestos PI Trust all current claims and future demands for asbestos-related personal injury and wrongful death based on the alleged conduct or products of Kentile Floors, Inc., a corporation whose name was changed to Metex Mfg. Corporation in 1998, and Metex itself. In addition, the Asbestos PI Channeling Injunction will protect 10 insurers who have agreed to fund the Asbestos PI Trust pursuant to an Insurance Settlement Agreement. The Asbestos PI Trust will be funded with between $182.1 million and $189.75 million to be paid by Settling Asbestos Insurance Entities less sums used to fund the administrative costs of the Chapter 11 case under an arrangement between Liberty Mutual Insurance Company and Metex. On the Effective Date, for its part, Metex will issue a $250,000, 10-year promissory note to the Asbestos PI Trust and will release to the Asbestos PI Trust $750,000 from the NYLB Escrow. Estimated recovery for Class 4 Asbestos PI Claims is unknown, but the Plan contemplates an initial distribution of 18% to eligible holders of those type of claims. All other claim classes under the Plan are unimpaired. The voting deadline on the Plan was May 2, 2014, at 5:00 p.m., prevailing Eastern Time. A hearing to approve the Plan will be held on May 22, 2014, at 10:00 a.m. prevailing Eastern Time. Copies of the Plan documents dated Feb. 25, 2014 are available for free at http://bankrupt.com/misc/METEX_DSFeb25.PDF The Debtor is represented by: Paul E. Breene, Esq. REED SMITH LLP 599 Lexington Avenue New York, NY 10022 Tel: (212) 521-5400 Fax: (212) 521-5450 - and - Paul M. Singer, Esq. REED SMITH LLP 225 Fifth Avenue, Suite 1200 Pittsburgh, PA 15222 Tel: (412) 288-3131 Fax: (412) 288-3063 The Asbestos Claimants Committee is represented by: Peter Van N. Lockwood, Esq. CAPLIN & DRYSDALE, CHARTERED One Thomas Circle, N.W. Washington, D.C. 20005 Tel: (202) 862-5065 Fax: (202) 429-3301 The Future Claimants' Representative is represented by: Edwin J. Harron, Esq. YOUNG CONAWAY STARGATT & TAYLOR, LLP Rodney Square 1000 North King Street Wilmington, DE 19801 Tel: (302) 571-6703 Fax: (302) 576-3298 About Metex Great Neck, New York-based Metex Mfg. Corporation, formerly known as Kentile Floors, Inc., started business in the late 1800's as a manufacturer of cork tile, and thereafter progressed to making composite tile for commercial and residential use. Metex filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 12-14554) on Nov. 9, 2012. The petition was signed by Anthony J. Miceli, president. The Debtor estimated its assets and debts at $100 million to $500 million. Judge Burton R. Lifland presides over the case. Paul M. Singer, Esq., and Gregory L. Taddonio, Esq., at Reed Smith LLP, in Pittsburgh, Pa.; and Paul E. Breene, Esq., and Michael J. Venditto, Esq., at Reed Smith LLP, in New York, N.Y., represent the Debtor as counsel. In connection with the case, the U.S. Trustee appointed a committee of five individual asbestos plaintiffs asserting claims against Kentile. The plaintiffs are represented by five law firms: Belluck & Fox; Weitz & Luxenberg, P.C.; Early Lucarelli Sweeney & Strauss; Cooney & Conway; and Gori Julian & Associates, PC. The Asbestos Claimants Committee engaged Caplin & Drysdale, Chartered, as its bankruptcy counsel, Gilbert LLP as its special insurance counsel, Legal Analysis Systems, Inc., as its consultant, and Charter Oak Financial Consultants, LLC, as its financial advisor. On Jan. 16, 2013, the Bankruptcy Court appointed Lawrence Fitzpatrick as the Future Claimants' Representative. Mr. Fitzpatrick engaged Young Conaway Stargatt & Taylor, LLP as his counsel, and Analysis Research & Planning as his econometrician. MF GLOBAL: Former Execs Again Seek $10M More For Defense Costs -------------------------------------------------------------- Law360 reported that 14 former MF Global Inc. executives renewed their bid for an extra $10 million in insurance proceeds to pay for their defense against claims related to the brokerage's downfall, telling a bankruptcy judge that the need for the additional funds is "urgent." According to Law360, counsel writing on behalf of the former officials, including Jon Corzine, said in a letter to U.S. Bankruptcy Judge Martin Glenn that the extra money is necessary because the executives have been questioned in a wide array of actions in federal district court. The judge had previously approved $30 million for the defense costs, which was mostly used up by last spring, according to the attorneys, that could be increased at a later date if necessary. Judge Glenn had left room for the ex-MF Global officials to make another bid for the money after the Second Circuit rules on a related matter, Law360 related. But attorneys now say that in light of the MF Global trustee's announcement that customers are being repaid in full on their net equity claims, that appellate matter is likely moot, and it's not clear when the court will render a ruling. There is now no reason to wait to approve an additional $10 million for defense costs, the executives' lawyers say. Defense counsel's unpaid invoices now date back to February 2013, according to the letter, Law360 further related. "We respectfully submit that this is imposing a serious hardship on the individual insureds," the report cited the attorneys as saying in the letter, adding that "significant hardships are turning into real prejudice." Joining in the request are 25 former MF Global employees who either faced legal claims that have since been dismissed or who cooperated with various investigations without facing legal claims themselves, Jacqueline Palank, writing for The Wall Street Journal, reported. They are likely to be called as witnesses in the pending litigation, the Journal said, citing court papers. Law360, in a separate report, said an MF Global Inc. customer seeking at least $100 million in damages over the brokerage firm?s collapse may pursue some claims against Jon Corzine and five other top executives, Judge Marrero ruled in early April. Judge Marrero, according to Law360, refused to dismiss Sapere CTA Fund LP?s negligence and aiding and abetting claims against former CEO Corzine, former operations chief Bradley Abelow, former finance chief Henri Steenkamp and three others who worked in the company?s treasury department. Sapere, Law360 noted, is one of many MF Global customers whose funds were allegedly used to prop up the company before it collapsed in October 2011. About $1.6 billion in customer money vanished, sparking an investigation by the U.S. Commodity Futures Trading Commission and other federal regulators. Jacqueline Palank, writing for The Wall Street Journal, reported that Judge Marrero dismissed some claims against Corzine and others related to MF Global's collapse in 2011 and dismissed all of the customers' claims against PricewaterhouseCoopers LLP, MF Global's former auditor. Judge Marrero dismissed claims against Corzine as breach of fiduciary duty, mismanagement and violation of commodities laws. The claims the judge allowed to move forward include aiding and abetting violations of commodities laws, aiding and abetting breach of fiduciary duty, and one of two counts of negligence. The case is DeAngelis et al. v. Corzine et al., case number 1:11- cv-07866 in the U.S. District Court for the Southern District of New York. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MISSION NEWENERGY: Ends March With $1 Million in Cash ----------------------------------------------------- Mission New Energy Limited filed with the U.S. Securities and Exchange Commission its quarterly report for entities admitted on the basis of commitments. The Company reported receipts from customers of A$2,000 for the quarter ended March 31, 2014. At the beginning of the month, the Company had A$1.74 million in cash. The Company reported net decrease in cash held of A$701,000. As a result, the Company had $1 million in cash at March 31, 2014. Payments to directors amounted to A$147,000 during the quarter. A copy of the Report is available for free at: http://is.gd/Wx8myF 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. MOBILESMITH INC: Amends 2013 Annual Report to Add Omitted Info. --------------------------------------------------------------- MobileSmith, Inc., amended its annual report on Form 10-K for the year ended Dec. 31, 2013, that was originally filed with the U.S. Securities and Exchange Commission on March 27, 2014, to provide the information required by Items 10, 11, 12, 13, and 14 of Part III. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information to be incorporated in the Form 10-K by reference from a definitive proxy statement or definitive information statement if that statement is filed no later than 120 days after the Company's fiscal year end. The Company does not expect to file a definitive information statement containing this information before that date. A copy of the Form 10-K/A is available for free at http://is.gd/FSnupG About MobileSmith Inc. MobileSmith, Inc. (formerly, Smart Online, Inc.) was incorporated in the State of Delaware in 1993. The Company changed its name to MobileSmith, Inc., effective July 1, 2013. The Company develops and markets software products and services tailored to users of mobile devices. The Company's flagship product is The MobileSmithTM Platform. The MobileSmithTM Platform is an innovative, patents pending mobile app development platform that enables organizations to rapidly create, deploy, and manage custom, native smartphone apps deliverable across iOS and Android mobile platforms. Cherry Bekaert LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and has a working capital deficiency as of Dec. 31, 2013. The Company reported a net loss of $27.53 million on $339,039 of total revenues in 2013, compared with a net loss of $4.4 million on $147,468 of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.43 million in total assets, $30.22 million in total liabilities, and a stockholders' deficit of $28.79 million. MMRGLOBAL INC: Amends 2013 Annual Report ---------------------------------------- MMRGlobal, Inc., amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, as originally filed with the U.S. Securities and Exchange Commission on March 31, 2014, to include the information required by Part III of the Original Filing because the Company has not and will not file a definitive proxy statement within 120 days after the end of its 2013 fiscal year. In addition, the Form 10-K/A amended Item 15 of Part IV of the Original Filing to include new certifications by the Company's principal executive officer and principal financial officer under Section 302 of the Sarbanes-Oxley Act of 2002 as required by Rule 12b-15 under the Securities Exchange Act of 1934, as amended, and certifications pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. A copy of the Form 10-K/A is available for free at: http://is.gd/ntSRMR About MMRGlobal Los Angeles, Calif.-based MMR Global, Inc. (OTC BB: MMRF) -- http://www.mmrglobal.com/-- through its wholly-owned operating subsidiary, MyMedicalRecords, Inc., provides secure and easy-to- use online Personal Health Records (PHRs) and electronic safe deposit box storage solutions, serving consumers, healthcare professionals, employers, insurance companies, financial institutions, and professional organizations and affinity groups. MMRGlobal reported a net loss of $7.63 million in 2013, as compared with a net loss of $5.90 million in 2012. As of Dec. 31, 2013, the Company's balance sheet showed $2.17 million in total assets, $10.04 million in total liabilities and a $7.87 million total stockholders' deficit. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the years ended December 31, 2013 and 2012. These conditions raise substantial doubt about the Company's ability to continue as a going concern. MONEY CENTERS: CEO Says Ch. 11 Trustee Would Hurt Recovery ---------------------------------------------------------- Law360 reported that bankrupt casino check-cashing firm Money Centers of America Inc.'s CEO and sole director said that allegations of mismanagement from creditors hoping to have a trustee appointed were inaccurate and that the court's assignment of an outside overseer would only squash potential recoveries. According to the report, during the second day of being questioned on the witness stand in Delaware bankruptcy court by the corporate commission of the Mille Lacs Band of Ojibwe, the Ho-Chunk Nation and the U.S. Trustee's Office, MCA Chairman and CEO Christopher Wolfington said that if the court were to appoint a trustee to oversee the case, certain service contracts could wind up being canceled, causing a steep drop in the value of the debtor's assets. If MCA is not maintained as a going concern, it's value will quickly and dramatically fall, and an outside trustee would not have time to get up to speed on the debtor's highly specialized business -- cash access and guest loyalty services for land-based and online casinos -- in order to successfully turn around a transaction such as the bankruptcy auction the debtor is already planning, Wolfington said, the report related. "By the time a trustee figured out what was going on, he'd have nothing left to manage," the CEO said on the stand, the report further related. The cry for a trustee first came from the Mille Lacs Band, which is owed $5.6 million from a judgment entered in Minnesota federal court over a contract dispute with MCA, the report added. It launched a multipronged argument that MCA had only only sought court protection to avoid having a receiver appointed for its business, that MCA had been siphoning money into a wholly owned nondebtor subsidiary shortly before filing for bankruptcy and that Wolfington had for years been using the debtor's assets to pay personal expenses. Money Centers of America, Inc. filed a Chapter 11 petition (Bankr. D. Del. Case No. 14-10603) on March 21, 2014, in Trenton, New Jersey. Kevin Scott Mann, Esq., at Cross & Simon, LLC in Wilmington, in Delaware, serves as counsel to the Debtor. The Debtor estimated up to $1 million to $10 million in both assets and liabilities. The petition was signed by Christopher Wolfington, Chairman & CEO. MOTORCAR PARTS: To Sell $100 Million Worth of Securities -------------------------------------------------------- Motorcar Parts of America, Inc., filed a Form S-3 registration statement relating to the offer and sale, from time to time in one or more offerings, up to $100,000,000 in the aggregate of any combination of the securities on terms to be determined at the time of offering. The following are types of securities the Company may offer and sell: * shares of common stock; * shares of preferred stock; and * debt securities, which may be senior debt securities or subordinated debt securities and may be convertible or non-convertible, as well as secured or unsecured. The Company's common stock is traded on the Nasdaq Global Market under the symbol "MPAA." A copy of the Form S-3 is available for free at: http://is.gd/IM8Gmq About Motorcar Parts Torrance, California-based Motorcar Parts of America, Inc. (Nasdaq: MPAA) is a remanufacturer of alternators and starters utilized in imported and domestic passenger vehicles, light trucks and heavy duty applications. Motorcar Parts of America's products are sold to automotive retail outlets and the professional repair market throughout the United States and Canada, with remanufacturing facilities located in California, Mexico and Malaysia, and administrative offices located in California, Tennessee, Mexico, Singapore and Malaysia. The Company reported a net loss of $91.5 million on $406.3 million of sales in fiscal 2013, compared to a net loss of $48.5 million on $363.7 million of sales in fiscal 2012. As of Dec. 31, 2013, the Company had $297.34 million in total assets, $191.90 million in total liabilities and $105.43 million in total shareholders' equity. In their report on the consolidated financial statements for the year ended March 31, 2013, Ernst & Young LLP, in Los Angeles, California, noted that the Company's wholly owned subsidiary Fenwick Automotive Products Limited has recurring operating losses since the date of acquisition and has a working capital and an equity deficiency. "In addition, Fenco has not complied with certain covenants of its loan agreements with its bank. These conditions relating to Fenco coupled with the significance of Fenco to the Consolidated Companies, raise substantial doubt about the Consolidated Companies' ability to continue as a going concern." NATIONAL AIRLINES: Former Exec Asks High Court to Ax Tax Liability ------------------------------------------------------------------ Law360 reported that a former officer of defunct National Airlines Inc. asked the U.S. Supreme Court to squash a Ninth Circuit ruling that held him liable for over $8.5 million of National Airlines' unpaid federal excise taxes, saying there was ambiguity over what kinds of behavior trigger the liability. Federal law allows the government to hold a company's officers personally liable for the company's unpaid federal tax obligations, but the nation's circuit courts are split on whether individuals can use reasonable cause as a defense against the liability, according to Raymond Nakano's petition, the report related. Nakano says the high court should review the Ninth Circuit's decision because a 2001 law that allowed airlines to postpone their excise tax payments cast ambiguity on what is punishable conduct, the report further related. "An individual should not face punishment for violating a law unless the nature of the prohibited conduct can be understood by a reasonable person," the petition said, according to the report. After the Sept. 11 terror attacks, National Airlines, like other carriers, hit serious financial difficulties, according to the petition, the report added. Normally, airlines are required to collect federal excise taxes from their passengers and send them to the government, but in response to the industry's distress, Congress enacted the Air Transportation Safety and System Stabilization Act, which allowed airlines to defer sending those taxes, according to the petition. The case is Nakano v. Commissioner of Internal Revenue, case number 13-1278, in the Supreme Court of the United States. About National Airlines National Airlines halted operations and dismissed most of its 1,500 employees in early November 2002. The Las Vegas-based carrier couldn't close on a multi-million dollar financing package necessary to emerge from chapter 11 as a reorganized company and was unable to rustle-up an outside equity investment. In mid- 2002, the Air Transportation Stabilization Board declined to provide National with any form of loan guarantee. National, 48% owned by Harrah's Entertainment Corp., served Chicago Midway, Chicago O'Hare, Dallas/Ft. Worth, Los Angeles, Miami, Newark, New York JFK, Philadelphia and San Francisco with nonstop flights to and from its Las Vegas hub. When the Company filed for chapter 11 protection (Bankr. Nev. Case No. 00-19258) on Dec. 6, 2000, it disclosed $103,464,700 in assets and debts totaling $119,506,900. National later ceased operations and, on May 7, 2003, the airline converted its bankruptcy to Chapter 7. NEOMEDIA TECHNOLOGIES: Posts $242.6 Million Net Income in Q1 ------------------------------------------------------------ NeoMedia Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $242.59 million on $1 million of revenues for the three months ended March 31, 2014, as compared with net income of $9.03 million on $602,000 of revenues for the same period in 2013. As of March 31, 2014, the Company had $5.32 million in total assets, $42 million in total liabilities, all current, $4.81 million in series C convertible preferred stock, $348,000 in series D convertible preferred stock and a $41.84 million total shareholders' deficit. As of March 31, 2014, the Company had $266,000 in cash and cash equivalents compared with $267,000 as of Dec. 31, 2013. Cash provided by operating activities was $27,000 for the three months ended March 31, 2014, compared with $547,000 used in operations for the three months ended March 31, 2013. The improvement in cash flows from operations is primarily due to improved operating results from higher revenues and reduced expenses. A copy of the Form 10-Q is available for free at: http://is.gd/aF77ah About NeoMedia Technologies Atlanta, Ga.-based NeoMedia Technologies provides mobile barcode scanning solutions. The Company's technology allows mobile devices with cameras to read 1D and 2D barcodes and provide "one click" access to mobile content. NeoMedia reported a net loss of $214.11 million in 2013, as compared with a net loss of $19.38 million in 2012. Kingery & Crouse, P.A., in Tampa, FL, 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, has significant working capital and shareholder deficits and may have ongoing requirements for additional capital investment. These factors raise substantial doubt about the Company's ability to continue as a going concern. NEONODE INC: CFO Brunton Plans to Retire ---------------------------------------- David Brunton notified Neonode Inc.'s Board of Directors of his intention to retire within the next 12 months from his positions as chief financial officer, vice president, finance and secretary of the Company. Mr. Brunton has not set any firm date for his retirement. About Neonode Inc. Lafayette, Calif.-based Neonode Inc. (OTC BB: NEON) -- http://www.neonode.com/-- provides optical touch screen solutions for hand-held and small to midsize devices. Neonode reported a net loss of $13.08 million in 2013, a net loss of $9.28 million in 2012 and a net loss of $17.14 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $11.47 million in total assets, $5.12 million in total liabilities and $6.34 million in total stockholders' equity. NII HOLDINGS: Amends 2013 Annual Report to Add Disclosure --------------------------------------------------------- NII Holdings, Inc., filed an amendment No. 2 on Form 10-K/A to its annual report for the fiscal year ended Dec. 31, 2013, for the purpose of disclosing the information required in Part III (Items 10, 11, 12, 13 and 14) of the Form 10-K, which information was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K. PART III 10. Directors, Executive Officers of the Registrant and Corporate Governance 11. Executive Compensation 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters 13. Certain Relationships and Related Transactions, and Director Independence 14. Principal Accountant Fees and Services A copy of the Amended Annual Report is available at: http://is.gd/GLsHmc About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. * * * As reported by the TCR on March 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'. "The downgrade follows the company's poor fourth-quarter 2013 results that were below our expectations, and its disclosure that its auditors have uncertainty about the company's ability to continue as a going concern," said Standard & Poor's credit analyst Allyn Arden. The TCR also reported on March 5, 2014, that Moody's Investors Service downgraded the corporate family rating (CFR) of NII Holdings Inc. ("NII" or "the company") to Caa1 from B3. The downgrade reflects the company's poor 2013 operating performance and the risk that the company will violate the covenants governing its Mexican and Brazilian subsidiary debt, which could trigger an event of default for up to $4.4 billion of debt issued by intermediate holding companies NII Capital Corp. and NII International Telecom S.C.A. NORTHWIND KENNELS: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor affiliates that filed for Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- IMTTO LLC 14-22659 402 Old Post Road Bedford, NY 10506 Northwind Kennels LLC 14-22660 402 Old Post Road Bedford, NY 10506 Chapter 11 Petition Date: May 12, 2014 Court: United States Bankruptcy Court Southern District of New York (White Plains) Judge: Robert D. Drain Debtors' Counsel: Elio Forcina, Esq. ELIO FORCINA, ATTY AT LAW 6685 73rd Placee Middle Village, NY 11379 Tel: 347-528-7099 Fax: 347-813-4985 Email: forcinalaw@gmail.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petitions were signed by Penelope Smith-Berk, authorized individual. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. OHCMC-OSWEGO: May 15 Hearing on Motion to Schedule Bar Date ----------------------------------------------------------- The Bankruptcy Court continued until May 15, 2014, at 10:30 a.m., the hearing to consider OHCMC-Oswego, LLC's motion to set a deadline to file proofs of claim against the Debtor. About OHCMC-Oswego OHCMC-Oswego, LLC, is an Illinois limited liability company that was formed on July 12, 2005 to, inter alia, acquire, develop and sell a series of real estate developments. It is wholly owned by Oliver-Hoffman Corporation. Its principal place of business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois. OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to sell its assets. Camille O. Hoffmann signed the petition as president of managing and sole member. The Debtor disclosed $92,268 plus an unknown amount in assets and $56,782,127 in liabilities. The Hon. Carol A. Doyle presides over the case. The Debtor is represented by David C. Gustman,, Esq., at Freeborn & Peters LLP. No trustee, examiner or creditors' committee has been appointed in the case. OHCMC-OSWEGO: May 15 Status Hearing on Freeborn as Counsel ---------------------------------------------------------- The Bankruptcy Court will convene a status hearing on May 15, 2014, at 10:30 a.m., on OHCMC-OSWEGO, LLC's bid to employ Freeborn & Peters LLP, as bankruptcy counsel effective as of the Petition Date. Objections, if any, are due May 14. Richard S. Lauter, an attorney at F&P, told the Court that F&P's billing rates for attorneys expected to work on the case range from $325 to $745 per hour. Time devoted by paralegal professionals will be billed at $215 per hour. The principal attorneys and paralegal designated to represent the Debtor and their current standard hourly rates are: David C. Gustman $745 Mr. Lauter $655 Devon J. Eggert $410 Elizabeth L. Janczak $325 Jacqueline E. Hazdra, paralegal) $215 Mr. Lauter added that F&P has received an advanced payment retainer in the amount of $140,000 from the Debtor's sole member, Oliver-Hoffmann Corporation, to be applied against anticipated professional services and expenses charged by F&P. The retainer was utilized in payment of any remaining fees and expenses accrued prior to the Petition Date. The balance of the retainer, if any, will be held to be applied against fees and expenses incurred after the Petition Date if not otherwise paid by the Debtor, in each case as, and when, approved by the Court. Mr. Lauter assures the Court that F&P is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About OHCMC-Oswego OHCMC-Oswego, LLC, is an Illinois limited liability company that was formed on July 12, 2005 to, inter alia, acquire, develop and sell a series of real estate developments. It is wholly owned by Oliver-Hoffman Corporation. Its principal place of business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois. OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to sell its assets. Camille O. Hoffmann signed the petition as president of managing and sole member. The Debtor disclosed $92,268 plus an unknown amount in assets and $56,782,127 in liabilities. The Hon. Carol A. Doyle presides over the case. The Debtor is represented by David C. Gustman,, Esq., at Freeborn & Peters LLP. No trustee, examiner or creditors' committee has been appointed in the case. OHCMC-OSWEGO: Withdraws Bid to Employ Rally as Sales Agent ---------------------------------------------------------- OHCMC-Oswego, LLC, according to its case docket, has withdrawn an application to employ Rally Capital Services, LLC to serve as sale agent to implement the Debtor's sale process effective as of Feb. 19, 2014. The Debtor sought to hire Rally to assist it in overseeing the entire sale process, including reviewing all bids for the purchase of the Debtor's assets, making a determination of which bids constitute qualifying bids, choosing the highest and best bid, and conducting the auction process, if necessary. According to court papers, the hourly rates of Rally personnel expected to contribute significant time on the matter are: Howard B. Samuels $300 David N. Missner $300 Vicki Jones $195 Gia Ormond $195 Rally has received an advanced payment retainer in the amount of $10,000 to be applied against anticipated professional services and expenses charged by Rally. The retainer may be utilized in payment of any remaining fees and expenses accrued prior to the Petition Date, if any. The balance of the retainer, if any, will be held to be applied against fees and expenses incurred. To the best of the Debtor's knowledge, Rally does not hold or represent any interest adverse to the Debtor's estate. Prior Hiring Attempt OHCMC-Oswego previously sought to (i) employ Rally to provide a chief restructuring officer for the Debtor, and (ii) designate Howard Samuels as chief restructuring officer. On March 26, the Court entered an order withdrawing Rally and Howard Samuels as chief restructuring officer. As reported in the Troubled Company Reporter on Feb. 28, 2014, Rally was to provide additional employees as necessary to assist the CRO in the execution of the duties. Among other things, the CRO Personnel will perform these services: (a) review and analyze the Debtor's current financial and collateral position as it relates to the Debtor's secured financing with the Lenders; (b) facilitate the development and preparation of weekly or monthly cash flow budgets and other reporting and analyses that are intended for use in the continued operation, management and control of the Debtor's operations; (c) review and facilitate the development of monthly pro forma cash flow and financial projections/budgets and other reporting and analyses that are intended for use in the continued operation, management and control of the Debtor's operations; and (d) work on behalf of the Debtor as chief restructuring officer to assist in marketing and selling the Debtor's assets, in a reasonable fashion so as to maximize the sale value of the Debtor's assets. Rally will be paid by the Debtor for the services of the CRO Personnel at their customary hourly billing rates. The current hourly billing rate for Mr. Samuels is $300. The hourly rates of the additional personnel expected to contribute significant time on this matter are as follows: Hourly Rate ----------- Howard B. Samuels $300 David N. Missner $300 Vicki Jones $195 Gia Ormond $195 The Debtor proposed to implement these compensation guidelines: (a) Rally may be paid in the ordinary course so long as its fees and expenses for any calendar month do not exceed $25,000. (b) If Rally's fees and expenses exceed $25,000 for any calendar month, then on or before the 20th day of the immediately following month, Rally will file with the Court a copy of its invoice for the month in question. (c) Any party that objects to the payment of the compensation set forth in a fee statement must file with the Court an objection within ten days of the filing of the fee statement. Rally may be paid all fees and expenses set forth in the fee statement if an objection is not timely filed with the court. If an objection is filed, rally and the objecting party may seek to resolve any objection without Court intervention. To the extent a resolution cannot be reached among the parties, Rally cannot be paid any portion of the fees or expenses at issue in the Objection absent further Court Order. Rally received an advanced payment retainer in the amount of $10,000 to be applied against anticipated professional services and expenses charged by Rally. The Debtor said Rally is a "disinterested person" as that term is defined by Section 101(14) of the Bankruptcy Code. About OHCMC-Oswego OHCMC-Oswego, LLC, is an Illinois limited liability company that was formed on July 12, 2005 to, inter alia, acquire, develop and sell a series of real estate developments. It is wholly owned by Oliver-Hoffman Corporation. Its principal place of business is located at 3108 S. Rt. 59, Ste. 124-373, Naperville, Illinois. OHCMC-Oswego filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 14-05349) in Chicago on Feb. 19, 2014, with plans to sell its assets. Camille O. Hoffmann signed the petition as president of managing and sole member. The Debtor disclosed $92,268 plus an unknown amount in assets and $56,782,127 in liabilities. The Hon. Carol A. Doyle presides over the case. The Debtor is represented by David C. Gustman,, Esq., at Freeborn & Peters LLP. No trustee, examiner or creditors' committee has been appointed in the case. OMNICOMM SYSTEMS: Amends Report on 2011 Meeting Results ------------------------------------------------------- Omnicomm Systems, Inc., amended its current report on Form 8-K filed on Aug. 8, 2011, to correct information provided in Item 5.07 of the original Form 8-K regarding the count and percentage of shares present and the results of the votes on Proposal 2, Proposal 3 and Proposal 4. The Company held its annual stockholders' meeting in Fort Lauderdale, Florida on Aug. 4, 2011, wherein stockholders: (1) elected Randall G. Smith, Cornelis F. Wit, Guus van Kesteren and Matthew D. Veatch as directors; (2) ratified the appointment of Webb & Company, as the Company's independent auditors; (3) approved, on a non-binding advisory basis, the holding of future advisory vote on executive compensation every three years; and (4) approved, on a non-binding basis, the compensation of the Company's executives. A copy of the Form 8-K is available for free at: http://is.gd/WDpHs9 About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm Systems reported a net loss attributable to common stockholders of $3.36 million in 2013, following a net loss attributable to common stockholders of $8.06 million in 2012. The Company's balance sheet at Dec. 31, 2013, showed $4.71 million in total assets, $36.17 million in total liabilities and a $31.46 million total shareholders' deficit. Liggett, Vogt & Webb, P.A., in Boynton Beach, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced net losses and negative cash flows from operations and has utilized debt and equity financing to help provide working capital, capital expenditure and R&D needs. These factors raise substantial doubt about the Company's ability to continue as a going concern. ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013 ----------------------------------------------------------- Orckit Communications Ltd. filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $5.95 million on $8.17 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $6.46 million on $11.19 million of revenues in 2012. The Company incurred a net loss of $17.38 million net loss in 2011. The Company's balance sheet at Dec. 31, 2013, showed $9.03 million in total assets, $23.01 million in total liabilities and a $13.98 million total capital deficiency. Kesselman & Kesselman, in Tel Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. A copy of the Form 20-F is available for free at: http://is.gd/R7Y2EV About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. ORMET CORP: Payoff Letter Approved ---------------------------------- BankruptcyData reported that the U.S. Bankruptcy Court approved Ormet's motion for entry of an order to enter into a payoff letter with respect to the revolving D.I.P. loan credit agreement. BData related that "the Payoff Letter provides for the following: (1) Subject to the terms and conditions contained within the Payoff Letter, (a) the termination of the financing agreements relating to the Revolving DIP Loan and related letters of credit, except for certain identified continuing obligations and (b) the termination of further obligations by the Revolving DIP Loan Agent and Revolving DIP Loan Lenders to make or provide any loans, letters of credit or other financial accommodations to the Debtors. (2) The release of the Revolving D.I.P Agent and the Revolving D.I.P. Lenders, their respective participants and their respective successors and assigns, from all obligations to the Debtors and their successors and assigns and other legal representatives, for any and all claims, demands, debts, accounts, contracts, liabilities, actions and causes of action, of every kind, nature or description, including without limitation, any so- called "lender liability" claims or defenses, whether in law or in equity, whether arising pre-petition or post-petition, that any releasor at any time had or has, or that it or its successors and assigns hereafter can or may have against the Releases. (3) The following to be "Continuing Obligations" of the Debtors: costs and expenses incurred by the Revolving DIP Agent and Revolving DIP Lenders; all indemnification obligations and other obligations in favor of the Revolving DIP Agent and Revolving DIP Lenders that survive the termination of the Revolving DIP Loan Documents; and All obligations related to the Letters of Credit. (4) Cash Collateral will be maintained to cover the Continuing Obligations and, in the event the Cash Collateral is insufficient to cover any of the Continuing Obligations, the Revolving DIP Agent shall have the right to notice the Debtors in writing of such deficiency and such deficiency shall be entitled to be secured by the Collateral in accordance with the Revolving DIP Loan Documents." About Ormet Corp. Aluminum producer Ormet Corporation, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Case No. 13-10334) on Feb. 25, 2013, with a deal to sell the business to a portfolio company owned by private investment funds managed by Wayzata Investment Partners LLC. Headquartered in Wheeling, West Virginia, Ormet -- http://www.ormet.com/-- is a fully integrated aluminum manufacturer, providing primary metal, extrusion and thixotropic billet, foil and flat rolled sheet and other products. Ormet disclosed assets of $406.8 million and liabilities totaling $416 million. Secured debt of about $180 million includes $139.5 million on a secured term loan and $39.3 million on a revolving credit. Affiliates that separately filed Chapter 11 petitions are Ormet Primary Aluminum Corporation; Ormet Aluminum Mill Products Corporation; Specialty Blanks Holding Corporation; and Ormet Railroad Corporation. Ormet emerged from a prior bankruptcy in April 2005. Lender Wayzata Investment Partners LLC is among existing owners. Others are UBS Willow Fund LLC and Fidelity Leverage Company Stock Fund. In the 2013 case, Ormet is represented in the case by Morris, Nichols, Arsht & Tunnell LLP's Erin R. Fay, Esq., Robert J. Dehney, Esq., Daniel B. Butz, Esq.; and Dinsmore & Shohl LLP's Kim Martin Lewis, Esq., Patrick D. Burns, Esq. Kurtzman Carson Consultants is the claims and notice agent. Evercore's Lloyd Sprung and Paul Billyard serve as investment bankers to the Debtor. An official committee of unsecured creditors was appointed in the case in March 2013. The Committee is represented by Rafael X. Zahralddin, Esq., Shelley A. Kinsella, Esq., and Jonathan M. Stemerman, Esq., at Elliott Greenleaf; and Sharon Levine, Esq., S. Jason Teele, Esq., and Cassandra M. Porter, Esq., at Lowenstein Sandler LLP. In October 2013, the U.S. Trustee filed papers saying the bankruptcy instead should be converted to a liquidation in Chapter 7. The U.S. Trustee said there is no budget and no financing for a wind-down in Chapter 11. In November 2013, the Bankruptcy Court approved on an interim basis Ormet's motion for (a) an interim plan to wind down the Debtors' businesses and protections for certain employees implementing the wind down, (b) authorizing the Debtors to modify employee benefit plans consistent with the wind down plan, and (c) authorizing the Debtors to take any and all actions necessary to implement the wind down plan. In December 2013, Ormet completed a previously approved sale of its alumina smelter in Burnside, Louisiana, to Almatis Inc. for $39.4 million. There was no auction. Completion of a court- approved sale of the business to lender and part owner Wayzata Investment Partners LLC became impossible when Ohio utility regulators refused in October to grant reductions in electricity prices. Wayzata would have acquired the business largely in exchange for debt. Ormet also has sold 32,000 metric tons of alumina for $8.4 million to Glencore AG, and its rights and interests in and to 17,086 MT baked carbon anodes, located at the Debtors' Hannibal, Ohio location, and its rights and interest in and to 34,755 MT baked carbon anodes, located in a storage in Baltimore, Maryland, to Alcoa Materials Management, Inc. In 2014, the Bankruptcy Court issued several interim orders related to the wind-down plan. Those orders authorize the Debtors to make payments through a certain date, as part of implementing the wind-down plan. PALM DRIVE: May 16 Hearing on Bid to Reject Unexpired Leases ------------------------------------------------------------ The Bankruptcy Court will convene a hearing on May 16, 2014, at 10:00 a.m., to consider Palm Drive Health Care District's motion for rejection of executory contracts and unexpired leases, effective as of April 29, 2014. On May 6, the Debtor, in its second motion, stated that its board of directors determined that as a result of the closure of the Palm Drive Hospital, there is no need for certain contracts and leases. Schedules of the leases to be rejected are available for free at: http://bankrupt.com/misc/PALMDRIVE_leaserej.pdf http://bankrupt.com/misc/PALMDRIVE_2leaserej.pdf About Palm Drive Health Care District Palm Drive Health Care District, owner and operator of the Palm Drive Hospital, in Sebastopol, California, filed a petition under Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 14-10510) amid a "sustained reduction in patient volume and revenue." In its Chapter 9 petition filed April 7, 2014, in Santa Rosa, California, the Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by Michael A. Sweet, Esq., at Fox Rothschild LLP, as counsel. PALM DRIVE: Owens & Minor Wants to Set Off Claim ------------------------------------------------ The Bankruptcy Court will convene a hearing on June 12, 2014, at 9:00 a.m., to consider creditor Owens & Minor Distribution, Inc.'s motion for relief from the automatic stay to permit the exercise of setoff rights against Palm Drive Health Care District also known as Palm Drive Hospital. O&M also request that the Debtor pay its administrative claim amounting to $26,377 for goods and products delivered to the Debtor during the 20 days immediately prior to the bankruptcy filing date; and to reclaim certain goods O&M provided to the Debtor during the 45 days immediately prior to the bankruptcy filing date. Prior to the Petition Date, the Debtor purchased general medical/surgical supplies from O&M. Upon order and delivery, O&M generated invoices indicating the amounts due and owing by the Debtor to O&M as a result of fulfilling the orders. As a result of the Debtor's previous bankruptcy case, on April 6, 2007, the Debtor and O&M entered into an agreement to provide O&M a deposit for future purchases of general medical/surgical supplies. The deposit received by the Debtor prior to the Petition Date totaled $20,000. As of the Petition Date, O&M had not applied the deposit to the Debtor's existing balance. Accordingly, O&M is holding a total of $20,000 against the deposit. O&M's prepetition claims against the Debtor total $33,866. Pursuant to the language of the deposit agreement, O&M has the authority, with the Court's approval, to set off the deposit against the prepetition claim amount. O&M is represented by: Henry C. Kevane, Esq. John W. Lucas, Esq. PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, CA 94111-4500 Tel: (415) 263-7010 - and - Robert S. Westermann, Esq HIRSCHLER FLEISCHER, P.C. 2100 East Cary Street Richmond, VA 23223 Tel: (804) 771-9500 About Palm Drive Health Care District Palm Drive Health Care District, owner and operator of the Palm Drive Hospital, in Sebastopol, California, filed a petition under Chapter 9 of the Bankruptcy Code (Bankr. N.D. Cal. Case No. 14-10510) amid a "sustained reduction in patient volume and revenue." In its Chapter 9 petition filed April 7, 2014, in Santa Rosa, California, the Debtor estimated $10 million to $50 million in assets and liabilities. The Debtor is represented by Michael A. Sweet, Esq., at Fox Rothschild LLP, as counsel. PEREGRINE FINANCIAL: CFTC's $645M Fine Wins Judge's Approval ------------------------------------------------------------ Law360 reported that the U.S. Commodity Futures Trading Commission received an Illinois federal judge's blessing to fine bankrupt Peregrine Financial Group Inc. and its imprisoned founder $645 million for the brokerage firm's nearly 20-year fraud scheme. According to the report, at a court hearing in Chicago, U.S. District Judge Rebecca R. Pallmeyer signed off on the civil monetary penalty, which is around three times the $210 million that Peregrine and its founder, Russell Wasendorf Sr., misappropriated from the firm's customers. The CFTC asked the Illinois federal court to hit Peregrine Financial with a monetary penalty of $645 million, nearly three times the amount of total investor losses from the brokerage firm?s nearly 20-year fraud and embezzlement scheme, an earlier Law360 report related. The futures industry regulator filed a memorandum requesting Peregrine Financial be required to pay $645 million, which is well above the $215.5 million restitution previously determined by the court. "The commission?s goal of effective deterrence sometimes requires a civil penalty in excess of the net profit a respondent derived from his wrongdoing,? CFTC prosecutors wrote in the memorandum, the report further related. "While $645 million is undeniably a substantial sum, the extreme gravity and breadth of [Peregrine?s] blatant fraud surely justifies this amount,? the memorandum says, the report added. Joseph Checkler, writing for Daily Bankruptcy Review, reported that the trustee unwinding Peregrine cut a deal to pay 30 cents on the dollar to a former foreign exchange customer, a settlement he hopes to apply to thousands of other customers. Bill Rochelle, the bankruptcy columnist for Bloomberg News, also reported that Peregrine's trustee has won court approval for a settlement with JPMorgan Chase Bank NA that will generate more than $15 million for Peregrine customers and creditors. The settlements, which was in tandem with settlement of a class lawsuit on behalf of Peregrin customers, enable JPMorgan to release more than $14 million held in a blocked account to cover the bank?s claim to be indemnified for expenses and losses stemming from the customers? class-action suit, the Bloomberg report related. The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group, Inc. et al., Case No. 1:12-cv-05383 (N.D. Ill.). About Peregrine Financial Peregrine Financial Group Inc. filed to liquidate under Chapter 7 of the U.S. Bankruptcy Code (Bankr. N.D. Ill. Case No. 12-27488) on July 10, 2012, disclosing between $500 million and $1 billion of assets, and between $100 million and $500 million of liabilities. Earlier that day, at the behest of the U.S. Commodity Futures Trading Commission, a U.S. district judge appointed a receiver and froze the firm's assets. The firm put itself into bankruptcy liquidation in Chicago later the same day. The CFTC had sued Peregrine, saying that more than $200 million of supposedly segregated customer funds had been "misappropriated." The CFTC case is U.S. Commodity Futures Trading Commission v. Peregrine Financial Group Inc., 12-cv-5383, U.S. District Court, Northern District of Illinois (Chicago). Peregrine's CEO Russell R. Wasendorf Sr. unsuccessfully attempted suicide outside a firm office in Cedar Falls, Iowa, on July 9. The bankruptcy petition was signed in his place by Russell R. Wasendorf Jr., the firm's chief operating officer. The resolution stated that Wasendorf Jr. was given a power of attorney on July 3 to exercise if Wasendorf Sr. became incapacitated. Peregrine Financial is the regulated unit of the brokerage PFGBest. PINNACLE FOODS: S&P Puts 'B+' CCR on CreditWatch Positive --------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including its 'BBB' corporate credit rating, on Chicago-based The Hillshire Brands Co. on CreditWatch with negative implications, meaning that S&P could lower or affirm the ratings following the completion of its review. At the same time, Standard & Poor's Ratings Services placed its ratings, including its 'B+' corporate credit rating, on Parsippany, N.J.-based Pinnacle Foods Inc. on CreditWatch with positive implications, meaning that S&P could either raise or affirm the ratings following the completion of our review. The rating actions follow The Hillshire Brands Co. (Hillshire) announcement that it will be acquiring Pinnacle Foods Inc. for about $6.6 billion. "We believe the proposed acquisition will expand Hillshire's size and product portfolio while also significantly increasing Hillshire's debt obligations, resulting in weaker pro forma credit protection measures," said Standard & Poor's credit analyst Bea Chiem. "Concurrently, we believe that Pinnacle's credit profile may improve with the acquisition by Hillshire," continued Ms. Chiem. S&P estimates that Pinnacle has roughly $2.6 billion adjusted debt and Hillshire currently has roughly $1.2 billion in adjusted debt outstanding. S&P estimates that pro forma adjusted debt for the acquisition could exceed $5.7 billion based on current financing expectations. PLANDAI BIOTECHNOLOGY: Amends 2013 and 2012 Annual Reports ---------------------------------------------------------- Plandai Biotechnology, Inc., has amended its its annual reports on Form 10-K/A filed with the U.S. Securities and Exchange Commission to include a new audit opinion letter provided by the Company's certified public accountant resulting from a re-audit of the fiscal years ended June 30, 2012, and 2013 and to include additional disclosure regarding the note payable to Land and Agriculture Bank of South Africa. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the years ended June 30, 2013, and June 30, 2012. The independent auditor noted that the Company has incurred losses since inception, has a negative working capital balance at June 30, 2013, and has an accumulated deficit, which raises substantial doubt about its ability to continue as a going concern. Copies of the Amended Annual Reports are available for free at: http://is.gd/cdHxLp http://is.gd/m4l2Ax About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. Plandai incurred a net loss of $2.96 million on $359,143 of revenues for the year ended June 30, 2013, as compared with a net loss of $3.83 million on $74,452 of revenues during the prior fiscal year. The Company's balance sheet at Sept. 30, 2013, showed $8.89 million in total assets, $13.11 million in total liabilities and a $4.22 million deficit allocated to the Company. As reported by the TCR on Feb. 4, 2014, Terry L. Johnson, CPA, replaced Patrick Rodgers, CPA, P.A., as the Company's independent accountant. Patrick Rodgers, CPA, PA, in Altamonte Springs, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has incurred losses since inception, has a negative working capital balance at June 30, 2013, and has a retained deficit, which raises substantial doubt about its ability to continue as a going concern. PLC SYSTEMS: Amends 2013 Annual Report to Add Part III ------------------------------------------------------ PLC Systems Inc. amended its annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, originally filed with the U.S. Securities and Exchange Commission on March 31, 2014, to include the information required by Part III of Form 10-K, which was not included in the Original Filing because the Company planned to include that information in a definitive Proxy Statement. However, the Company will not file a definitive Proxy Statement with the SEC within 120 days after the end of our fiscal year ended Dec. 31, 2013. Accordingly, that information is included in our Form 10-K by the Amendment. A copy of the Form 10-K/A is available for free at http://is.gd/26yMmi About PLC Systems Milford, Massachusetts-based PLC Systems Inc. is a medical device company specializing in innovative technologies for the cardiac and vascular markets. The Company's key strategic growth initiative is its newest marketable product, RenalGuard(R). RenalGuard is designed to reduce the potentially toxic effects that contrast media can have on the kidneys when it is administered to patients during certain medical imaging procedures. PLC Systems reported net income of $3.49 million in 2013, as compared with a net loss of $8.38 million in 2012. As of Dec. 31, 2013, the Company had $1.55 million in total assets, $8.20 million in total liabilities and a $6.64 million total stockholders' deficit. McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses and negative cash flows from operations, which raises substantial doubt about its ability to continue as a going concern. PLUG POWER: Obtains $116.3 Million From Stock Offering ------------------------------------------------------ Plug Power Inc. completed its previously announced underwritten public offering of 22,600,000 shares of its common stock at $5.50 per share. Morgan Stanley & Co. LLC and Barclays Capital Inc. acted as the book-running managers and Cowen and Company, LLC, and FBR Capital Markets & Co. acted as co-managers for the offering. Net proceeds, after underwriting discounts and commissions and other estimated fees and expenses payable by Plug Power, were approximately $116,300,000. Plug Power intends to use the net proceeds of the offering for working capital and other general corporate purposes, which may include capital expenditures and potential acquisitions. The securities were offered by Plug Power pursuant to a shelf registration statement on Form S-3 (No. 333-195431) including a base prospectus, previously filed and declared effective by the Securities and Exchange Commission (SEC). A final prospectus supplement related to the offering was filed with the SEC on April 25, 2014, and is available on the SEC's Web site located at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offered securities may also be obtained by contacting Morgan Stanley & Co. LLC, Attn: Prospectus Department, 180 Varick Street, 2nd Floor, New York, New York, 10014, or by contacting Barclays Capital Inc., c/o Broadridge Financial Solutions, 1155 Long Island Avenue, Edgewood, New York, 11717, by calling (888) 603-5847 or by emailing barclaysprospectus@broadridge.com. About Plug Power Plug Power Inc. is a provider of alternative energy technology focused on the design, development, commercialization and manufacture of fuel cell systems for the industrial off-road (forklift or material handling) market. KPMG LLP, in Albany, New York, expressed substantial doubt about Plug Power's ability to continue as a going concern, following their audit of the Company's financial statements for the year ended Dec. 31, 2012, citing the Company's recurring losses from operations and substantial decline in working capital. As of Sept. 30, 2013, the Company had $40.03 million in total assets, $35.36 million in total liabilities, $2.45 million in series C redeemable convertible preferred stock, and $2.21 million in total stockholders' equity. Bankruptcy Warning "Our cash requirements relate primarily to working capital needed to operate and grow our business, including funding operating expenses, growth in inventory to support both shipments of new units and servicing the installed base, and continued development and expansion of our products. Our ability to meet our future liquidity needs, capital requirements, and to achieve profitability will depend upon numerous factors, including the timing and quantity of product orders and shipments; the timing and amount of our operating expenses; the timing and costs of working capital needs; the timing and costs of building a sales base; the timing and costs of developing marketing and distribution channels; the timing and costs of product service requirements; the timing and costs of hiring and training product staff; the extent to which our products gain market acceptance; the timing and costs of product development and introductions; the extent of our ongoing and any new research and development programs; and changes in our strategy or our planned activities. If we are unable to fund our operations without additional external financing and therefore cannot sustain future operations, we may be required to delay, reduce and/or cease our operations and/or seek bankruptcy protection," the Company said in its quarterly report for the period ended Sept. 30, 2013. POLYPORE INTERNATIONAL: S&P Withdraws Ratings Including 'BB-' CCR ----------------------------------------------------------------- Standard & Poor's Ratings Services, at the request of the company, withdrew all of its ratings on U.S.-based filtration manufacturer Polypore International Inc., including its 'BB-' corporate credit rating, the 'BB+' issue-level rating and '1' recovery rating on Polypore's $450 million first-lien credit facility due 2017, and the 'BB-' issue-level and '4' recovery rating on its $365 million senior unsecured notes due 2017. All rated debt was paid in full as part of the company's recently completed refinancing. QUARTZ HILL: Court Reinstates Chapter 11 Cases ---------------------------------------------- On April 7, 2014, the Bankruptcy Court dismissed the Chapter 11 cases of Quartz Hill Mining, LLC, and Superior Gold, LLC for failure to correct filing delinquency. The Court noted that the petition was not accompanied by a balance sheet, statement of operations, cash flow statement and federal tax return or, a statement as to documents required under Section 1116(1)(B) of the Bankruptcy Code. However, a review of Court records indicates that Quartz Hill and Superior Gold have satisfied the filing deficiency by filing a sworn statement stating that "there are no current balance sheet, cash-flow statement and statement of operations and that no Federal tax return has been filed." Accordingly, the Court reinstates the Chapter 11 cases. About Quartz Hill Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7, 2014. The case was initially assigned to Judge Robert A. Mark, but later transferred to Judge A. Jay Cristol's chambers. The Debtor is represented by Robert P. Charbonneau, Esq., and Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida. The Debtor's special counsel is John A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida. The Debtor said it has $58 million in assets and $7.5 million in debts. Affiliate Superior Gold, LLC, also sought Chapter 11 protection. Judge ordered the joint administration of the two cases. QUARTZ HILL: Responds to Creditors Request for Cases Dismissal -------------------------------------------------------------- Quartz Hill Mining, LLC, and Superior Gold, LLC, oppose the request of the estate of William B. Kemper and Marjorie Robbins Daggett to dismiss the Chapter 11 cases. Robert P. Charbonneau, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida, points out that Mr. Kemper and Ms. Daggett wrongly assumed that the cases are a "single asset real estate debtor" and were filed in bad faith. Rather, it is a small business case as defined by Section 101 of the Bankruptcy Code. Mr. Charbonneau explains that Quartz Hill and Superior Gold acquired their property out of bankruptcy cases that are still pending in the Southern District of Florida. Had Mr. Kemper and Ms. Daggett obeyed the final, non-appealable ruling of the Court coming out of those cases, Quartz Hill and Superior Gold would have never filed its Chapter 11 cases. According to Mr. Charbonneau, it is only because of Mr. Kemper and Ms. Daggett engaged in an unlawful collateral attack of the Court orders that Quartz Hill and Superior Gold had to seek Court protection. By filing, they prevented a levy and execution of their properties, which would have operated as forfeiture of all equity to one unsecured creditor. Mr. Charbonneau stresses that Quartz Hill and Superior Gold preserved the equity in these properties for all creditors before the forum that is most familiar with their acquisition of these properties and the forum that is best situated to protect the interest of all creditors. Mr. Kemper and Ms. Daggett Respond Mr. Kemper and Ms. Daggett insist that Quartz Hill and Superior Gold are impermissibly attempting to re-litigate in the Court an adverse ruling of a state court which they have now appealed. E. Alan Hampson, Esq., in Lakewood, Colorado, argues the cases were filed in bad faith as a substitute for a supercedeas bond immediately after an adverse State Court ruling and on the eve of a sheriff's sale of real property. Mr. Hampson notes that filing of these cases in Florida violates the law regarding venue and has not been done for the purpose of reorganizing an existing business. According to Mr. Hampson, the Colorado LLC, whose only assets are Colorado real property, has no principal place of business, nerve center, assets or presence in Florida. There are no officers or directors in Florida nor has any business been run from Florida. There are no employees. They have no personal property, business financial records, bank accounts nor tax forms. The Debtors' counsel may be reached at: Robert P. Charbonneau, Esq. EHRENSTEIN CHARBONNEAU CALDERIN Miami, FL 33131 Tel: 305-722-2002 Fax: 305-722-2001 E-mail: rpc@ecclgal.com Counsel to Mr. Kemper and Ms. Daggett may be reached at: E. Alan Hampson, Esq. Colorado Bar No. 3438 1420 Vance Street #200 Lakewood, CO 80214 Tel: 303-233-8997 Fax: 303-233-1995 About Quartz Hill Quartz Hill Mining, LLC sought protection under Chapter 11 of the Bankruptcy Code (Case No. 14-15419, Bankr. S.D.Fla.) on March 7, 2014. The case was initially assigned to Judge Robert A. Mark, but later transferred to Judge A. Jay Cristol's chambers. The Debtor is represented by Robert P. Charbonneau, Esq., and Jacqueline Calderin, Esq., at Ehrenstein Charbonneau Calderin, in Miami, Florida. The Debtor's special counsel is John A. Moffa, Esq., at Moffa & Bonacquisti, P.A., in Plantation, Florida. The Debtor said it has $58 million in assets and $7.5 million in debts. Affiliate Superior Gold, LLC, also sought Chapter 11 protection. Judge ordered the joint administration of the two cases. QUIZNOS: Bankruptcy Court Confirms Pre-Pack Reorganization Plan --------------------------------------------------------------- Quiznos, one of North America's premier quick-service restaurant chains and pioneer of the toasted sub, on May 12 disclosed that the U.S. Bankruptcy Court in Wilmington, Delaware confirmed the Company's prepackaged plan of reorganization. "We are pleased to have reached this important milestone and look forward to completing the financial restructuring process, which has created a stronger foundation for us to execute our comprehensive strategic plan," said Stuart K. Mathis, Quiznos Chief Executive Officer. "As we near the completion of the court-supervised process, we are looking forward to implementing initiatives to enhance the customer experience, elevate our brand and increase sales and profitability for our franchise owners. I want to thank our franchisees for their continued support throughout this process and our employees for their efforts. I also want to thank our vendors for their cooperation throughout this process. We look forward to continuing to provide our customers with high-quality menu offerings and superior service." The prepackaged restructuring plan that has been confirmed by the Court is intended to increase the Company's flexibility as it executes operational enhancements designed to strengthen performance, revitalize the Quiznos brand and reinforce its promise as a fresh, high-quality and great-tasting alternative to traditional fast food offerings. Mr. Mathis added, "We thank our senior lenders, as well as the committee representing our general unsecured creditors and their advisors, who worked with us constructively to position us to complete our financial restructuring in an expedited manner." Quiznos has established a Restructuring Information Hotline for interested parties at (855) 388-4579 in North America, or internationally at (646) 795-6978. Additional information can be found on the Quiznos website at www.quiznos.com/restructuring Court filings and information about the claims process can be found at a separate website maintained by Quiznos' claims agent, PrimeClerk, at http://cases.primeclerk.com/quiznos Akin Gump Strauss Hauer & Feld LLP is serving as legal advisor, Lazard Freres & Co. LLC is serving as financial advisor and Alvarez & Marsal is serving as restructuring advisor to Quiznos. About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $736,858 in total assets plus "undetermined amounts". It scheduled $618,437,362 plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. RAMS ASSOCIATE: Court Confirms 2nd Modified Reorganization Plan --------------------------------------------------------------- According to amended minutes for the hearing held May 6, 2014, the Bankruptcy Court confirmed Rams Associates, L.P.'s Second Modified Plan of Reorganization. The Court instructed the Debtor's counsel to submit a revised form of order. In a prior docket entry, the Court rescheduled the Plan hearing for May 20. Roberta A. DeAngelis, U.S. Trustee for Region 3, has objected to the confirmation of the Debtor's Plan. Jeffrey M. Sponder, Esq., on behalf of the U.S. Trustee, stated that the Debtor failed to comply with the U.S. Trustee Operating Guidelines and Reporting Requirements for Chapter 11 cases. The Debtor has not filed its monthly operating report for the month of March 2014, which report was due by April 20, 2014. The Bankruptcy Judge approved the adequacy of the Second Modified Disclosure Statement describing the Plan on March 18, 2014. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/RAMSASSOCIATES_2ndDSmar18.pdf About Rams Associates Rams Associates LP was formed in 1990 for the purpose of acquiring and operating an ice rink then operated under the name American Hockey & Ice Skating Center located in Farmingdale, New Jersey for a purchase price of $1,800,000 for the land and building. Rams expended another $3,200,000 to build-out the arena and purchase the necessary equipment to operate the Arena. Rams continues to own and operate the ice rink, under the name Jersey Shore Arena. On June 25, 2013, an involuntary petition under chapter 7 of the Bankruptcy Code, 11 U.S.C. Sec. 101, et seq., was filed against Rams, which proceeding was assigned Case No. 13-23969 (CMG). On July 16, 2013, Rams Associates filed a superseding Chapter 11 petition (Bankr. D.N.J. Case No. 13-25541) in Trenton, New Jersey. On July 30, 2013, a consent order substantively consolidating the cases was entered by the Bankruptcy Court, which allowed for Rams to proceed with the superseding chapter 11 case. Judge Christine M. Gravelle presides over the case. Morris S. Bauer, Esq. And Larry K. Lesnik, Esq., of McLaughlin & Marcus, P.A., serves as the Debtor's counsel. The Debtor estimated assets and debts of at least $10 million. REFCO PUBLIC COMMODITY: Voluntary Chapter 11 Case Summary --------------------------------------------------------- Debtor: Refco Public Commodity Pool, L.P. c/o MAA, LLC 55 West Monroe Street, Suite 2500 Chicago, IL 60603 Case No.: 14-11216 Type of Business: The Debtor is a fund that was set up to permit public investors to invest in a vehicle that placed substantially all of its assets in SPhiX Managed Futures Fund, SPC, a Cayman Islands special purpose company. Chapter 11 Petition Date: May 13, 2014 Court: United States Bankruptcy Court District of Delaware (Delaware) Judge: Hon. Brendan Linehan Shannon Debtor's General Counsel: Dennis J. Connolly, Esq. William S. Sugden, Esq. Suzanne N. Boyd, Esq. ALSTON & BIRD LLP 1201 West Peachtree Street Atlanta, Georgia 30309 Tel: (404) 881-7000 Fax: (404) 881-7777 Email: dennis.connolly@alston.com will.sugden@alston.com suzanne.boyd@alston.com Debtor's Local Russell C. Silberglied, Esq. Counsel Paul N. Heath, Esq. Amanda R. Steele, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 USA Tel: 302-651-7700 Fax: 302-651-7701 Email: silberglied@rlf.com heath@rlf.com steele@rlf.com Debtors' Financial Advisor: MORRIS ANDERSON & ASSOCIATES, LTD. Debtor's Cayman Islands Counsel: MAPLES & CALDER Estimated Assets: $17 million as of May 13, 2014 Total Debt: $0 as of May 13, 2014 The petition was signed by Daniel F. Dooley, managing member of MAA, LLC. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. RESPONSE BIOMEDICAL: Stockholders Elect 8 Directors --------------------------------------------------- Response Biomedical Corp. held its annual meeting of stockholders on May 8, 2014, to consider and vote on two proposals. The shareholders approved the proposal setting the size of the Board at eight. Anthony F. Holler, M.D., Joseph D. Keegan, Ph.D., Jeffrey L. Purvin, Clinton H. Severson, Lewis J. Shuster, Peter A. Thompson, M.D., David G. Wang, M.D., and Jonathan J. Wang, Ph.D., were each elected to serve as the Company's directors until its next annual meeting of shareholders. The audit committee of the Board approved the appointment of PricewaterhouseCoopers, LLP, as the Company's independent registered accounting firm and the Board's request to be authorized to set its remuneration. About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of $5.99 million in 2013, a net loss and comprehensive loss of $5.28 million in 2012 and a net loss and comprehensive loss of $5.37 million in 2011. As of Dec. 31, 2013, the Company had $14.20 million in total assets, $15.68 million in total liabilities and a $1.48 million total shareholders' deficit. PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, that raises substantial doubt about its ability to continue as a going concern. RESTORA HEALTHCARE: Court Approves Additional Executive Officers ---------------------------------------------------------------- The Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware approved the supplementary application of Restora Healthcare Holdings and its debtor-affiliates to retain Alvarez & Marsal Healthcare Industry Group, LLC to provide a chief restructuring officer and additional personnel. The Court also approved Debtors' application to designate certain additional personnel of Alvarez & Marsal as executive officers, nunc pro tunc to Mar. 17, 2014. On Mar. 19, 2014, the Court entered an order approving the Alvarez & Marsal application. The A&M Retention Order provides that "in the event the Debtors seek to have A&M personnel assume executive officer positions, different than the position disclosed in the A&M Retention Order application, a motion or application to modify the retention shall be filed." On Mar. 17, 2014, the Debtors designated these Additional Personnel of A&M to the following executive officer positions: Additional Personnel Executive Officer Position -------------------- -------------------------- Ronald Winters Vice Chief Restructuring Officer Steven Kraus Vice Chief Restructuring Officer Steven Kotarba Vice Chief Restructuring Officer Erica Lister Vice President Diane Rafferty Vice President The Debtors designated the Additional Personnel as executive officers to, among other things, provide key leadership for the Debtors and clearly identify to external parties the key individuals who have management responsibility for the business affairs of the Debtors and who are authorized to act on behalf of the Debtors during the pendency of these chapter 11 cases. About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORA HEALTHCARE: Ombudsman Hires Vernon Consulting as Advisor ---------------------------------------------------------------- Laura W. Patt, the patient care ombudsman of Restora Healthcare Holdings and its debtor-affiliates, seeks authorization from the Hon. Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware to employ Vernon Consulting, Inc. as medical operations advisor for the Ombudsman, nunc pro tunc to Apr. 18, 2014. The Ombudsman requires Vernon Consulting to: (a) conduct interviews of patients and facility staff as required; (b) review license and governmental permits; (c) review adequacy of staffing, supplies and equipment; (d) review safety standards; (e) review facility maintenance issues or reports; (f) review patient, family, staff or employee complaints; (g) review risk management reports; (h) review litigation relating to the Debtors; (i) review patient records; (j) review the proposed sale of the Debtors with respect to how it impacts patients; (k) review other various information, including if applicable, without limitation, violations, deficiencies, plans of corrections, lists of death and hospital codes, in-patient and out-patient surgery schedules, surgery cancellations, patient satisfaction survey results, regulatory or JCAHO reports, utilization review reports, discharged and transferred patient reports, staff recruitment plans and nurse/patient/acuity staffing plans; (l) review various financial information, including, without limitation, current financial statements, cash projections, accounts receivable reports and accounts payable reports; and (m) assist the Ombudsman with such other services as may be required under the circumstances of these cases, including any diligence or investigation required for the reports to be submitted by the Ombudsman. Vernon Consulting will be paid at these hourly rates: Patient Care Ombudsman $425 Medical Operations-Managing Director $400 Medical Operations-Director $375 Medical Operations Sr. Managing Consultant $325 Medical Operations-Analyst $150 From time to time, other Vernon Consulting professionals may be involved in these cases as needed. Hourly rates for these professionals range as follows: $150-$425. Vernon Consulting will also be reimbursed for reasonable out-of- pocket expenses incurred. Laura W. Patt 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. Vernon Consulting can be reached at: VERNON CONSULTING, INC. 344 E 65th St. New York, NY 10065 Tel: (917) 822-7578 About Restora Healthcare Restora Healthcare Holdings, LLC, and two of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. Del. Case Nos. 14-10367 to 14-10369) on Feb. 24, 2014. The petitions were signed by George W. Dunaway as chief financial officer. Restora Healthcare estimated assets and debts of at least $10 million. DLA Piper LLP (US) serves as the Debtors' counsel. The Debtors tapped George D. Pillari, a managing director of Alvarez & Marsal Healthcare Industry Group, LLC, as chief restructuring officer. The U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. RESTORGENEX CORP: Obtains $11.1 Million From Private Placement -------------------------------------------------------------- RestorGenex Corporation, on April 29, 2014, closed the initial round in the aggregate sum of $11,106,000 of a private placement pursuant to those certain Subscription Agreements, dated as of April 29, 2014, the Company entered into with each of the accredited investors identified therein. At the closing, the Company issued (i) 2,776,500 shares of the Company's common stock, and (ii) warrants to purchase a total of 832,950 shares of Common Stock. The purchasers of Common Stock received warrants to purchase three shares of Common Stock for every ten shares of Common Stock such Investors purchased in the Private Placement. The purchase price of each share of Common Stock was $4.00. The aggregate purchase price of the securities sold in the Private Placement was $11,106,000. In connection with the Private Placement, the Company paid to Maxim Group LLC commissions of $1,180,600 and $100,000 for expenses. Additionally, the Company issued to the Placement Agent Warrants to purchase 277,650 shares of Common Stock. Additional information is available for free at: http://is.gd/2w1sxv About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Stratus Media disclosed a net loss of $6.84 million on $374,542 of total revenues for the year ended Dec. 31, 2012, as compared with a net loss of $23.63 million on $570,476 of total revenues for the year ended Dec. 31, 2011. The Company's balance sheet at March 31, 2013, showed $2.18 million in total assets, $21.92 million in total liabilities and a $19.73 million total shareholders' deficit. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Stratus Media has suffered recurring losses and has negative cash flow from operations which conditions raise substantial doubt as to the ability of the Company to continue as a going concern. REVSTONE INDUSTRIES: PBGC Rips 'Wasteful' Bid to Oust It -------------------------------------------------------- Law360 reported that the Pension Benefit Guaranty Corp. pushed back against an attempt to kick it off the unsecured creditors committee for its proposed deal to settle $95 million in pension- related claims in the Revstone Industries LLC bankruptcy, calling the move "wasteful and unproductive." According to the report, in a motion before the Delaware bankruptcy court, PBGC said that if its settlement with the auto parts conglomerate to resolve the pension claims gets the go- ahead, PBGC is going to resign from the committee anyway, mooting any internal conflict that would hamper the body from effectively challenging the debtor's Chapter 11 plan if the committee chooses. But if the court doesn't approve the deal, PBGC said it wants to remain on the committee since it's one of the largest unsecured creditors in Revstone's case, the report related. If the settlement deal is squashed, then PBGC would be no more or less at odds with the other unsecured creditors, and bankruptcy rules don't expect all committee members to be perfectly aligned in all of their interests, according to the court filing. "The motion [to remove PBGC from the committee] is yet another instance of wasteful and unproductive litigation in this case, irresponsibly adding to administrative expenses in a case that is currently administratively insolvent," the agency's motion said, the report further related. "Simply put, there is no defensible reason for the motion to be heard at this time." As previously reported by The Troubled Company Reporter, the Official Committee of Unsecured Creditors wants the U.S. Trustee to reconstitute the Committee by removing PBGC, asserting that a conflict of interest has arisen following the PBGC's entry into a $95 million settlement with the Debtors to resolve its claims related to four pension plans. The Committee said it does not believe the settlement is in the best interest of the estates. 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. RICEBRAN TECHNOLOGIES: Amends 2013 Annual Report ------------------------------------------------ RiceBran Technologies amended its annual report on Form 10-K for the year ended Dec. 31, 2013, as filed with the Securities and Exchange Commission on March 31, 2014, to: (i) include the information required by Part III of Form 10-K; (ii) reflect the correct number of shares of common stock outstanding on March 25, 2014, as listed on the cover page; and (iii) update the exhibit list. The Part III information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from the Company's definitive proxy statement if that statement is filed no later than 120 days after the Company's fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to the Company's 2014 Annual Meeting of Shareholders. A copy of the Form 10-K/A is available for free at: http://is.gd/lf0m0Z About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. As reported in the TCR on April 15, 2013, BDO USA, LLP, in Phoenix, Arizona, expressed substantial doubt about RiceBran Technologies' ability to continue as a going concern. The independent auditors noted that the Company has suffered recurring losses from operations resulting in an accumulated deficit of $204.4 million at Dec. 31, 2012. "Although the Company emerged from bankruptcy in November 2010, there continues to be substantial doubt about its ability to continue as a going concern." The Company's balance sheet at Sept. 30, 2013, showed $41.82 million in total assets, $38.16 million in total liabilities, $7.86 million in temporary equity and a $4.22 million total deficit attributable to the Company's shareholders. RIVERWALK JACKSONVILLE: Taps Aaronson Schantz as Counsel -------------------------------------------------------- Riverwalk Jacksonville Development, LLC, seeks authority from the U.S. Bankruptcy Court for the Southern District of Florida, Miami Division, to employ Geoffrey S. Aaronson, Esq., of the law firm Aaronson Schantz P.A. to represent it in its Chapter 11 case. The professional services the attorney will render are as follows: (a) To give advice to the Debtor with respect to its powers and duties as a Debtor in Possession and the continued management of its financial affairs and business operations; (b) To advise the Debtor with respect to its responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the Court; (c) To prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) To protect the interests of the Debtors in all matters pending before the Court in the Chapter 11 case; and (e) To represent the Debtor in negotiation with its creditors in the preparation of a plan and disclosure statement. Mr. Aaronson, a principal of the law firm Aaronson Schantz P.A., assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. Mr. Aaronson, however, discloses that the firm represented and continues to represent Howard Kaplan, in a personal Chapter 7 bankruptcy, and various related dischargeability proceedings. In regard to the Kaplan case, commencing in or about 2005, Steven M. Pardo, the managing member of Riverwalk Jacksonville, and Kaplan were promoters and co-owners of two senior living business developments in South Florida, unrelated to the Debtor. Riverwalk Jacksonville Development, LLC, owner of the land and parking surrounding the Wyndham RiverWalk Jacksonville, filed a Chapter 11 bankruptcy (Bankr. S.D. Fla. Case No. 14-19672) on April 28, 2014, in Miami. Stevan J. Pardo signed the petition as managing member. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Geoffrey S. Aaronson, Esq., at Aaronson Schantz P.A. serves as the Debtor's counsel. Judge Laurel M Isicoff oversees the case. SCH-TRIDENT LTD: Section 341(a) Meeting Set on May 30 ----------------------------------------------------- A meeting of creditors in the bankruptcy case of SCH-Trident, Ltd., will be held on May 30, 2014, at 1:30 p.m. at Dallas, Room 976. Creditors have until Aug. 28, 2014, to submit their proofs of claim. 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. SCH-Trident, Ltd., operator of a shopping center located on Harry Hines Blvd. in Dallas, Texas, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Tex. Case No. 14-32277) in Dallas on May 6, 2014. The petition was signed by Rajinder Singh as manager of SCH-Trident, G.P. The Debtor estimated $10 million to $50 million in assets and liabilities. Joyce W. Lindauer, Esq., at Joyce W. Lindauer, attorney at law, in Dallas, serves as the Debtor's counsel. Judge Harlin DeWayne Hale presides over the case. SEANERGY MARITIME: Signs Agreement for Equity Contribution ---------------------------------------------------------- Seanergy Maritime Holdings Corp. has entered into an agreement with entities affiliated with certain members of the Restis family for the contribution of four Capesize vessels as equity, in exchange for newly issued shares of the Company's common stock. Pursuant to the agreement, certain of the Company's Major Shareholders will contribute to the Company four Capesize vessels with a current market value appraised at approximately $178 million and estimated net asset value of approximately $86 million. The transaction remains subject to certain closing conditions, including Sellers' lenders' approval and other standard legal documentation and is expected to be completed by June 30, 2014. The Company's Board of Directors will obtain a fairness opinion from a reputable financial firm for this transaction. Following the completion of the transaction, the Company will have a modern fleet of four Capesize dry bulk carriers with a combined cargo-carrying capacity of approximately 682,723 dwt and an average fleet age of about 7.5 years. Upon delivery, the vessels are expected to be employed in the spot market or under index- linked charter agreements and consequently the Company will start earning revenue immediately upon completion of the transaction. As a result, indicatively, based on current consensus estimates by research analysts for 2014 and 2015 charter rates, these vessels are expected to generate aggregate revenues of approximately $36 million and aggregate EBITDA of approximately $25 million during the 12-month period following the closing of the transaction. The Company will evaluate future employment options based on prevailing spot and period rates. As of March 31, 2014, the Company's shareholders' equity was approximately $2.6 million. The exact amount of the increase in the Company's shareholders' equity as a result of this transaction will be determined on the closing date of the transaction. Stamatis Tsantanis, the Company's Chairman and chief executive officer, stated: "This transaction represents a new era for Seanergy as we rebuild our fleet starting with four modern Capesize vessels that will immediately generate cash flows. Moreover, this contribution represents a strong vote of confidence in our business plan, which we have successfully implemented so far. Our objective is to grow the Company through accretive transactions and deliver substantial shareholder returns for the long term." About Seanergy Athens, Greece-based Seanergy Maritime Holdings Corp. is an international company providing worldwide seaborne transportation of dry bulk commodities. The Company owns and operates a fleet of seven dry bulk vessels that consists of three Handysize, two Supramax and two Panamax vessels. Its fleet carries a variety of dry bulk commodities, including coal, iron ore, and grains, as well as bauxite, phosphate, fertilizer and steel products. Seanergy Maritime reported net income of $10.90 million on $23.07 million of net vessel revenue for the year ended Dec. 31, 2013, as compared with a net loss of $193.76 million on $55.61 million of net vessel revenue for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $66.35 million in total assets, $157.04 million in total liabilities and a $90.69 million total shareholders' deficit. Ernst & Young (Hellas) Certified Auditors Accountants S.A., in Athens, Greece, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company, as of December 31, 2013 continued to be in breach of certain terms and covenants of the loan facility with its remaining lender, and had a working capital deficit and an accumulated deficit. Following the disposal of its entire fleet subsequent to December 31, 2013 in the context of its restructuring plan, the Company is unable to generate sufficient cash flow to meet its obligations and sustain its continuing operations. These conditions raise substantial doubt about the Company's ability to continue as a going concern. SECUREALERT INC: Elli Sabag May Sell 236,469 Common Shares ---------------------------------------------------------- SecureAlert, Inc., filed a registration statement with the U.S. Securities and Exchange Commission relating to the offer and resale by Eli Sabag of up to 236,469 shares of the common stock, par value $0.0001, of the Company issued in connection with the acquisition by SecureAlert of GPS Global Tracking and Surveillance System Ltd., from the Selling Shareholder. Certain of the Shares are held in escrow and to be delivered to Eli Sabag upon satisfaction of certain conditions contained in the escrow agreement among SecureAlert, Selling Shareholder and the escrow agent identified in that agreement. Closing of the acquisition of GPS Global occurred on April 1, 2014. The Company is not selling any securities under this prospectus and will not receive any of the proceeds from the sale or other disposition of the Shares by the Selling Shareholder. The Company will pay the expenses incurred in registering the Shares, including legal and accounting fees. The Company's Common Stock is currently quoted on the OTC Markets (OTCQB) under the symbol "SCRA." On April 28, 2014, the last reported sale price of the Company's Common Stock was $18.00 per share. A copy of the Form S-1 is available for free at: http://is.gd/heVJMX About SecureAlert Sandy, Utah-based SecureAlert, Inc., markets and deploys offender management programs, combining patented GPS tracking technologies, fulltime 24/7/365 intervention-based monitoring capabilities and case management services. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.95 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.93 million for the fiscal year ended Sept. 30, 2012. As of Dec. 31, 2013, the Company had $28.57 million in total assets, $5.72 million in total liabilities and $22.84 million in total equity. Hansen, Barnett & Maxwell, P.C., 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 losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. SOLAR POWER: Amends 2013 Annual Report to Add Part III ------------------------------------------------------ Solar Power, Inc., amended its annual report on Form 10-K for the year ended Dec. 31, 2013, as filed with the U.S. Securities and Exchange Commission on April 15, 2014, to include the information required by Part III of Form 10-K. This information was previously omitted from the Original Filing in reliance on General Instruction G(3) to Form 10-K, which permits the information to be incorporated in the Form 10-K by reference from the Company's definitive proxy statement if that statement is filed no later than 120 days after the Company's fiscal year-end. The information required by Items 10-14 of Part III is no longer being incorporated by reference to the proxy statement relating to the Company's 2014 Annual Meeting of Shareholders. A copy of the Form 10-K/A is available for free at http://is.gd/Zm393R About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power reported a net loss of $32.24 million in 2013 following a net loss of $25.42 million in 2012. As of Dec. 31, 2013, the Company had $70.96 million in total assets, $73.83 million in total liabilities and a $2.86 million total stockholders' deficit. Crowe Horwath LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a current year net loss of $32.2 million, has an accumulated deficit of $56.1 million, has experienced a significant reduction in working capital, has past due related party accounts payable and a debt facility under which a bank has declared amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd has experienced significant financial difficulties including the filing of a winding up petition on Feb. 24, 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern. SOUTH FLORIDA SOD: Orange Hammock Ranch Purchases Real Property --------------------------------------------------------------- Orange Hammock Ranch, LLC, emerged as the buyer of South Florida Sod, Inc.'s real property in Sarasota County, Florida known as McCall Ranch. Bankruptcy Judge Cynthia C. Jackson, on March 27, 2014, authorized the Debtor to sell the property to OHR. The Court declared OHR as the highest bidder at the auction of the property. OHR is the holder of the first mortgage on the property. At a March 24 hearing, OHR's counsel clarified that OHR was bidding (i) its credit bid; and (ii) a cash bid of $731,297. The Debtor previously sought court approval to close on the sale of the McCall Ranch pursuant to the proposal from the Southwest Florida Water Management District. SFWMD proposed to acquire McCall Ranch for $15 million which, the company said, would be enough to pay real property taxes as well as claims including OHR's $14.4 million claim. The balance of the proceeds from the sale could be used to pay creditors of the bankruptcy estate, South Florida Sod said in the filing. South Florida Sod also revised its Chapter 11 reorganization plan, which was confirmed on Feb. 12 by the bankruptcy judge, to conform to the new proposal. Under the revised plan, the provision concerning the secured claim of OHR was deleted. It was replaced with a new provision, which allows OHR to retain its lien on the property. The claimant will also receive full payment once the property is sold to SFWMD. The revised plan also proposes to pay in full the administrative claim of Wauchula State Bank. The bank asserts $202,508 in administrative claim against the company. OHR objected, however, and asked Judge Jackson to deny the proposed sale, saying SWFWMD makes a "highly contingent" offer to buy the property. "Instead of attaching a non-contingent, executed purchase and sale agreement to support its motion, debtor attaches a proposal from SWFWMD in which SWFWMD makes a highly contingent offer to purchase McCall Ranch," said its lawyer, Robert Davis Jr., Esq., at Holland & Knight LLP, in Orlando, Florida. According to Mr. Davis, the offer is contingent upon certain events, which include getting government approvals, obtaining a boundary survey and title policy, and conducting environmental site assessments. Mr. Davis also said the proceeds would only partially pay Wauchula Bank's claim and would leave nothing for the unsecured creditors. A copy of the Amended Disclosure Statement and Amendment to Plan are available for free at: http://bankrupt.com/misc/SOUTHFLORIDASODamendedds.pdf http://bankrupt.com/misc/SOUTHFLORIDASODamendmenttoplan.pdf About South Florida Sod South Florida Sod Inc., a sod farmer, owns multiple parcels of rural real estate in Florida, Georgia, Michigan and Montana. The Debtor uses these parcels in its sod, hay, cattle, timber, stumping and hunting operations. The Company filed for Chapter 11 protection (Bankr. M.D. Fla. Case No. 13-08466) on July 9, 2013, in Orlando, Florida. The Debtor estimated at least $10 million in assets and liabilities. The company owns 13 properties in Florida and three other states. The company intends on selling a 5,777-acre property in Sarasota County, Florida, with a claimed value of $20 million or more. Secured debt totals $23.5 million, not including a $1.6 million judgment. Latham Shuker Eden & Beaudine, LLP, originally represented the Debtor as counsel. Latham Shuker was later replaced by Frank M. Wolff, Esq., at Wolff, Hill, McFarlin & Herron, P.A. Jonathan Stidham, Esq., at Stidham & Stidham, P.A., serves as special counsel to the Debtor. South Florida Sod also tapped Daniel Dempsey as its financial advisor. Wallace T. Long, Jr., CPA and Lynch, Johnson & Long, CPA, serve as accountants. South Florida Sod hired National Auction Group, Inc., as auctioneer and real estate broker to sell the McCall Ranch. Orange Hammock Ranch, LLC, the principal secured creditor, is represented by Brian A. McDowell, Esq., at Holland & Knight LLP. This concludes the Troubled Company Reporter's coverage of South Florida Sod until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. SOUTHGOBI RESOURCES: Coal Prices Remain Under Pressure in 2014 -------------------------------------------------------------- SouthGobi Resources Ltd. on May 12 disclosed that the Company anticipates that coal prices in China will remain under pressure in 2014, which will continue to impact the Company's margins and liquidity. The Company is in discussions with various parties regarding a potential loan; however, there is no guarantee that an agreement will be reached. As of the date hereof, the Company expects to be able to secure such funding in order to pay the interest due under the China Investment Corporation convertible debenture on May 19, 2014. If it does not do so, or if it fails to secure additional capital or otherwise restructure or refinance its business in order to address its cash requirements through March 31, 2015, then the Company is unlikely to have sufficient capital resources or cash flows from mining operations in order to satisfy its ongoing obligations and future contractual commitments, including cash interest payments due on the CIC convertible debenture. As a result, the Company may not be able to continue as a going concern. Therefore, the Company is actively seeking additional sources of financing to continue operating and meet its objectives. Several adverse conditions and material uncertainties cast significant doubt upon the going concern assumption. The Company had cash of $9.9 million and working capital of $28.9 million at March 31, 2014. The Company's consolidated financial statements have been prepared on a going concern basis which assumes that the Company will continue operating until at least March 31, 2015 and will be able to realize its assets and discharge its liabilities in the normal course of operations as they come due; however, in order to continue as a going concern, the Company must generate sufficient operating cash flows, secure additional capital or otherwise pursue a strategic restructuring, refinancing or other transaction to provide it with additional liquidity. If the Company fails to generate sufficient operating cash flows, secure additional capital or otherwise restructure or refinance its business in order to pay the interest due under the CIC convertible debenture on May 19, 2014, or if it fails to generate sufficient operating cash flows, secure additional capital or otherwise restructure or refinance its business in order to address its cash requirements through March 31, 2015, it will not have adequate liquidity to fund its operations and meet its obligations (including its debt payment obligations), it may not be able to continue as a going concern. If for any reason, the Company is unable to secure the additional sources of financing and continue as a going concern, then this could result in adjustments to the amounts and classifications of assets and liabilities in the Company's consolidated financial statements and such adjustments could be material. While the Company intends to secure additional sources of financing as soon as possible, a continued delay in securing additional financing could ultimately result in an event of default of the $250.0 million CIC convertible debenture, which if not cured within applicable cure periods in accordance with the terms of such debenture, may result in the principal amount owing and all accrued and unpaid interest becoming immediately due and payable upon notice to the Company by CIC. The Company is focused on securing additional sources of financing and continues to minimize uncommitted capital expenditures while preserving the Company's growth options. Factors that impact the Company's liquidity are being closely monitored and include, but are not limited to, Chinese economic growth, market prices of coal, production levels, operating cash costs, capital costs, exchange rates of currencies of countries where the Company operates and exploration and discretionary expenditures. In the first quarter of 2013, the Company was subject to orders imposed by Mongolia's Independent Authority against Corruption (the "IAAC") which placed restrictions on certain of the Company's Mongolian assets. The orders were imposed on the Company in connection with the IAAC's investigation of the Company. The Mongolian State Investigation Office (the "SIA") also continues to enforce the orders on the Company. The orders placing restrictions on certain of the Company's Mongolian assets could ultimately result in an event of default of the Company's CIC convertible debenture. Following a review by the Company and its advisers, it is the Company's view that this does not result in an event of default as defined under the CIC convertible debenture terms. However, if an event of default of the CIC convertible debenture occurs that remains uncured for ten business days, the principal amount owing and all accrued and unpaid interest will become immediately due and payable upon notice to the Company by CIC. The orders relate to certain items of operating equipment and infrastructure and the Company's Mongolian bank accounts. The orders related to the operating equipment and infrastructure restricts the sale of these items; however, the orders do not restrict the use of these items in the Company's mining activities. The orders related to the Company's Mongolian bank accounts restrict the use of in-country funds. While the orders restrict the use of in-country funds pending outcome of the investigation, they are not expected to have any material impact on the Company's activities. About SouthGobi SouthGobi is listed on the Toronto and Hong Kong stock exchanges, in which Turquoise Hill Resources Ltd. ("Turquoise Hill"), also publicly listed in Toronto and New York, has a 56% shareholding. Turquoise Hill took management control of SouthGobi in September 2012 and made changes to the board and senior management. Rio Tinto has a majority shareholding in Turquoise Hill. SouthGobi is focused on exploration and development of its metallurgical and thermal coal deposits in Mongolia's South Gobi Region. It has a 100% shareholding in SouthGobi Sands LLC, the Mongolian registered company that holds the mining and exploration licenses in Mongolia and operates the flagship Ovoot Tolgoi coal mine. Ovoot Tolgoi produces and sells coal to customers in China. SPECIALTY HOSPITAL: Petitioning Creditors Want Ch. 11 Trustee ------------------------------------------------------------- Capitol Hill Group; CMH Inc. d/b/a CroppMetcalfe; JFW Services, LLC; J-Don Enterprises, LLC; Metropolitan Medical Group, LLC; and Amalgamated Capital Partners, LLP (the "Petitioning Creditors") of ask the U.S. Bankruptcy Court for the District of Delaware to appoint a Chapter 11 trustee for Specialty Hospital of Washington, LLC. The Petitioning Creditors state, "Given the Putative Debtor management?s track record, the Petitioning Creditors assert that the Putative Debtor?s management is incapable of operating the Putative Debtor?s business as a debtor-in-possession. Allowing it to do so will only further diminish the value of the Putative Debtor?s estate. While the Putative Debtor had previously informed the Petitioning Creditors that it intended to file its own Chapter 11 bankruptcy, months have passed without the Putative Debtor taking any such action." In a subsequent filing, Metropolitan Medical notified the Court that it is withdrawing as petitioning creditor of Specialty Hospital. The Petitioning Creditors are Stephen W. Spence, Esq., and Lisa C. McLaughlin, Esq., at Phillips, Goldman & Spence, P.A., in Wilmington, Delaware. About Specialty Hospital Six alleged creditors of Specialty Hospital of Washington, LLC, are seeking to send the hospital to Chapter 11 bankruptcy. The involuntary bankruptcy case (Bankr. D. Del. Case No. 14-10935) was filed in Wilmington, Delaware on April 23, 2014. Led by Capitol Hill Group, the creditors are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. According to Web site http://www.specialtyhospitalofwashington.com/capitol-hill/the SHW Capitol Hill Campus provides 60 beds in private rooms for extended stay critical care patients, plus 120 nursing center beds. The hospital has 24-hour in-house physician, nursing and respiratory therapy coverage. SPENDSMART PAYMENTS: Isaac Blech Reports 14.3% Equity Stake ----------------------------------------------------------- Isaac Blech and his affiliates disclosed in an amended Schedule 13D filed with the U.S. Securities and Exchange Commission that as of March 19, 2014, they beneficially owned 2,358,148 shares of common stock of The SpendSmart Payments Company representing 14.3 percent of the shares outstanding. On March 19, 2014, the Company entered into a stock option agreement, pursuant to which it issued a stock option to Isaac Blech to purchase up to an aggregate of 500,000 shares of Common Stock at a purchase price of $0.87 per share. Fifty percent of the options are currently exercisable, and the remaining options vest on the first anniversary of the date of grant. On the same date, the Issuer also granted an additional stock option to Mr. Blech to purchase up to an aggregate of 45,000 shares of Common Stock at a purchase price of $0.87 per share. These options were vested upon issuance. A copy of the regulatory filing is available for free at http://is.gd/xC3g10 About SpendSmart San Diego, Cal.-based The SpendSmart Payments Company is a Colorado corporation. Through the Company's subsidiary incorporated in the state of California, The SpendSmart Payments Company, the Company issues and services prepaid cards marketed to young people and their parents. The Company is a publicly traded company trading on the OTC Bulletin Board under the symbol "SSPC." The Spendsmart Payments incurred a net loss and comprehensive loss of $12.58 million on $1.02 million of revenues for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of $21.09 million on $1 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $709,198 in total assets, $1.32 million in total liabilities, all current, and a $612,228 total stockholders' deficit. EisnerAmper LLP, in Iselin, New Jersey, 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 net losses since inception and has an accumulated deficit at Sept. 30, 2013. These factors among others raise substantial doubt about the ability of the Company to continue as a going concern. STANADYNE HOLDINGS: Has Deal to Sell Filtration Business -------------------------------------------------------- Stanadyne Corporation signed a definitive agreement to sell its Filtration business to Clarcor, Inc., for approximately $325 million. Proceeds of the sale will be used to retire debt and pay expenses related to the transaction. Filtration includes a manufacturing facility in Washington, North Carolina, as well as engineering and administrative operations in Windsor, Connecticut. Robert G. Isaman, CEO of Stanadyne, commented, "This is truly an extraordinary opportunity to contribute Filtration to a leading, dedicated filter company that will deliver lasting value to customers, employees and to the communities in which it operates, and for us to focus exclusively on our growing fuel systems businesses." Seth H. Hollander, a partner at Kohlberg & Company, whose affiliated funds own Stanadyne, commented, "We are pleased that our efforts to broaden Filtration's product offering and to build a world-class organization have positioned the business to make this next step in its evolution. We look forward to operating Stanadyne as a focused leader in its fuel systems end markets around the world and continuing to grow those businesses through technical innovation and new market development." Joseph M. Vorih, senior vice president of Filtration, commented, "Our team is thrilled to be joining one of the world's leading filtration companies. By combining our filters business with Clarcor's large and broad filtration offering, we are establishing a unique growth platform in attractive, growing market segments around the world." Closing of the transaction, which is subject to customary closing conditions, is expected to occur in early-May. Robert W. Baird & Co. and Ropes & Gray LLP served as exclusive financial and legal advisors, respectively, to Stanadyne. XMS Capital Partners served as exclusive financial advisor and Bass Berry & Sims PLC served as lead legal advisor to CLARCOR in connection with the transaction. A copy of the Stock Purchase Agreement is available for free at: http://is.gd/7yMwzo About Stanadyne Holdings Stanadyne Corporation, headquartered in Windsor, Connecticut, is a designer and manufacturer of highly-engineered precision- manufactured engine components, including fuel injection equipment for diesel engines. Stanadyne sells engine components to original equipment manufacturers and the aftermarket in a variety of applications, including agricultural and construction vehicles and equipment, industrial products, automobiles, light duty trucks and marine equipment. Revenues for LTM ended Sept. 30, 2010 were $240 million. Stanadyne Holdings reported a net loss of $8.83 million in 2013, a net loss of $11.50 million in 2012 and a net loss of $32.50 million in 2011. As of Dec. 31, 2013, the Company had $374.87 million in total assets, $431.99 million in total liabilities, $691,000 in redeemable non-controlling interest and a $57.80 million total stockholders' deficit. PricewaterhouseCoopers LLP, in Hartford, Connecticut, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Stanadyne has a significant amount of outstanding debt maturing in the next twelve months that raises substantial doubt regarding its ability to continue as a going concern. * * * As reported by the TCR on June 27, 2013, Moody's Investors Service downgraded Stanadyne Holdings Inc.'s Corporate Family Rating to Caa2 from Caa1 to reflect Moody's view that a debt restructuring is likely in the near-term. In March 2012, Standard & Poor's Ratings Services revised its long-term outlook to negative from stable on Windsor, Conn.-based Stanadyne Corp. At the same time, Standard & Poor's affirmed its ratings, including the 'CCC+' corporate credit rating, on Stanadyne. "The outlook revision reflects the risk that Stanadyne may not be able to service debt obligations of its parent, Stanadyne Holdings Inc. as early as August 2012," said Standard & Poor's credit analyst Dan Picciotto. STEINWAY MUSICAL: S&P Affirms 'B' Corp. Credit Rating ----------------------------------------------------- Standard & Poor's Ratings Services affirmed its corporate credit rating on Waltham, Mass.-based Steinway Musical Instruments Inc. at 'B'. The outlook is stable. The company intends to refinance the outstanding balance on the $110 million second-lien loan with the existing $200 million first-lien term loan due 2019 in addition to about $11 million of cash. S&P has affirmed the issue-level rating on the pro forma $305 million first-lien term loan at 'B'. However, S&P has revised the recovery rating on the term loan to '4' from '3', reflecting its expectations for average (30% to 50%) recovery in the event of payment default. The company also has a $75 million asset-based lending facility due 2018 (ABL, unrated). Standard & Poor's will withdraw the ratings on Steinway's $110 million second-lien term loan due 2020 following the full repayment upon the close of the transaction. Pro forma for the refinancing, approximately $360 million of adjusted debt will be outstanding. The ratings are subject to review upon final documentation. The ratings on Steinway reflect S&P's view of its "highly leveraged" financial risk profile and "weak" business risk profile. S&P's anchor of 'b', given two potential outcomes ('b' or 'b-'), reflects its assessment of Steinway's stronger cash flow and leverage ratios relative to its 'b-' rated peers. For the 12 months ended March 31, 2014, S&P estimates (pro forma for the refinancing) adjusted total debt to EBITDA of about 5.2x, which is slightly lower than fiscal year-end 2013 results. Similarly, the ratio of funds from operations to total debt has improved to about 11%. The outlook is stable, reflecting the company's improving operating trends and S&P's expectation that Steinway will maintain credit measures and adequate liquidity. SUBURBAN PROPANE: S&P Assigns 'BB-' Rating to $525MM Sr. Notes -------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' issue-level rating and '4' recovery rating to Suburban Propane Partners L.P.'s proposed $525 million senior unsecured notes due 2024. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The partnership intends to use net proceeds of the offering to refinance the 7.5% senior unsecured notes due 2018. Whippany, N.J.-based Suburban Propane Partners specializes in the propane distribution business. S&P's corporate credit rating on Suburban is 'BB-', and the outlook is stable. RATINGS LIST Suburban Propane Partners L.P. Corp credit rating BB-/Stable/-- New rating $525 mil sr unsecd notes BB- Recovery rating 4 SUN GROVE SENIOR: Foreclosure Auction Set for June 13 ----------------------------------------------------- Real and personal property of Sun Grove Senior Living, LLC, located at 10134 W. Mohawk Lane Peoria, Arizona 85382, will be sold at public auction to the highest bidder, at the law offices of Quarles & Brady LLP, Two North Central Avenue, Phoenix, Maricopa County, Arizona, on June 13, 2014 at 10:00 a.m. The beneficial interest under the Deed of Trust was assigned to Fannie Mae - Multifamily Loss Mitigation, at 14221 Dallas Parkway Suite 1000 Dallas, Texas 75254-2916, the current Beneficiary, pursuant to an Assignment of Deed of Trust executed as of July 23, 2008. Quarles & Brady serves as Trustee. The assets are located at 10134 West Mohawk Lane, Peoria, Arizona 85382. Proceeds of the sale will be used to pay down debt under a Promissory Note in the original principal balance of $3,573,100. The Trustee will sell all collateral for cash or other form satisfactory to the Trustee. The Trustee may be reached at: James L. Ugalde, Esq. QUARLES & BRADY LLP Renaissance One Two North Central Avenue Phoenix, AZ 85004-2391 Telephone: 602-229-5200 E-mail: elizabeth.hibbs@quarles.com SURTRONICS INC: Case Dismissal Bid Denied ----------------------------------------- Bankruptcy Judge Stephani W. Humrickhouse denied Surtronics, Inc.'s motion to dismiss its Chapter 11 case. The Court said that it has not found cause to dismiss the case. Creditor Smith & Wade objected to the Dismissal motion, stating that, among other things: 1. the Debtor has not surrendered the property and vacated the premises as required by Section 364(d)(4) of the Bankruptcy Code; 2. an adversary proceeding between Smith & Wade and the Debtor, initiated by Smith & Wade, is pending that must be resolved by the Court to enable Smith & Wade to enforce its rights; 3. conversion over dismissal will likely be in the best interests of the creditors and the estate if Smith & Wade is successful in its adversary proceeding; 4. the Debtor has failed to designate Smith & Wade as a named insured under the fire insurance policy, as required by the lease; and 5. Smith & Wade has outstanding claims against the Debtor. Smith & Wade said that it entered into a lease agreement with the Debtor on Oct. 1, 2003, pursuant to which Smith & Wade, as landlord, leased the property to Surtronics, Inc., as tenant. About Surtronics, Inc. Raleigh, North Carolina-based Surtronics, Inc., filed a Chapter 11 bankruptcy petition in Wilson, North Carolina (Bankr. E.D.N.C. Case No. 13-05672) on Sept. 9, 2013. Founded in 1965, Surtronics is in the business of providing electroplating and anodizing services to base-metal alloys for use across various industries, including but not limited to aerospace, defense, medical, telecommunications, and automotive. Surtronics' primary production facility and corporate office are located in a series of buildings at 4001 and 4025 Beryl Drive, and 508 Method Road, Raleigh, North Carolina. The Debtor is represented by David A. Matthews, Esq., at Shumaker, Loop & Kendrick, LLP, in Charlotte, North Carolina. Carr Riggs & Ingram PLLC, serves as its accountants. In its schedules, the Debtor disclosed $16,300,878 in total assets and $3,507,088 in total liabilities. The Bankruptcy Administrator has been unable to organize and recommend to the Bankruptcy Court the appointment of a committee of creditors holding unsecured claims against Surtronics Inc. THERMOENEGY CORP: Amends 2013 Form 10-K to Add Part III ------------------------------------------------------- ThermoEnergy Corporation amended its annual report on Form 10-K, filed with the U.S. Securities and Exchange Commission on March 31, 2014, to replace in its entirety the information provided in Part III of the Original Filing, which was previously expected to be incorporated by reference to the definitive Proxy Statement for the Company's 2014 Annual Meeting of Shareholders. The Amendment No. 1 also corrects a scrivener's error on the cover page of the Original Filing, by removing the check mark that had indicated that disclosure of delinquent filers pursuant to Item 405 of Regulation S-K would not be contained in that Proxy Statement or in any amendment to the Original Filing. A copy of the Form 10-K/A is available for free at http://is.gd/4SjGjn About ThermoEnergy Corporation Little Rock, Ark.-based ThermoEnergy Corporation is a clean technologies company engaged in the worldwide development of advanced municipal and industrial wastewater treatment systems and carbon reducing clean energy technologies. As reported by the TCR on July 15, 2013, the Audit Committee of ThermoEnergy Corporation's Board of Directors voted to dismiss Grant Thornton LLP as the Company's independent registered public accounting firm and, on the same day, engaged Moody, Famiglietti & Andronico, LLP, as the Company's new independent registered public accounting firm. The dismissal was not a result of any disagreement with the former accounting firm. ThermoEnergy incurred a net loss of $1.61 million on $2.81 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $7.38 million on $6.97 million of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, shows $4.29 million in total assets, $9.19 million in total liabilities, $8.97 million in series C convertible redeemable preferred stock and a $13.86 million total stockholders' deficiency. Moody, Famiglietti & Andronico, LLP, in Tewksbury, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's significant operating losses raise substantial doubt about its ability to continue as a going concern THINKFILM LLC: Investor Can't Ditch Aramid Contract Claims ---------------------------------------------------------- Law360 reported that a California judge rejected film investor David Bergstein's attempt to toss Aramid Entertainment Fund Ltd.'s breach of contract claims over tens of millions of dollars in loans it made to Bergstein, saying the claims aren't precluded by a release agreement between the parties over a different set of loans. According to the report, Los Angeles Superior Court Judge Yvette Palazuelos said she was confirming her tentative ruling to deny Bergstein's motion for summary judgment on the grounds that Aramid's claims are barred by issue preclusion, because a federal bankruptcy court already ruled on the issue of the release agreement. Judge Palazuelos said the bankruptcy court dismissed some Aramid claims as barred by the release agreement, but specifically left out of the breach of contract allegation. "It seems like the intent of the bankruptcy court was to carve out the breach of contract claims, so that's the intent of my order," she said, the report cited. "If the bankruptcy judge basically set it aside and said 'I'm not going to deal with it,' then there wasn't any actual litigation of the claim or the issue." The case is part of sprawling litigation that erupted between Bergstein, Aramid and others over tens of millions of dollars in loans for films like "Love Ranch" and "Black Water Transit," the report related. Aramid and Cayman Film Holdings Ltd. filed the suit in May 2010, claiming Bergstein created numerous film entities with the intention of defrauding investors. Bergstein and a number of film entities responded with a cross- complaint against Aramid and others in October 2010, alleging Aramid principal David Molner conducted a "multiprong attack" on him that included recruiting his attorney and using her to provide information she had learned while representing Bergstein, the report further related. The case is Aramid Entertainment BV et al. v. Bontempo Holdings LLC et al., case number BC437131 in the Superior Court of the State of California, County of Los Angeles. About Thinkfilm LLC CapCo Group LLC and four other companies controlled by David Bergstein are part of a wider network of entities that distribute and finance films. Among the approximately 1,300 films they have the rights to are "Boondock Saints" and "The Wedding Planner." Several creditors filed for involuntary Chapter 11 bankruptcy against the companies on March 17, 2010 -- CT-1 Holdings LLC (Bankr. C.D. Calif. Case No. 10-19927); CapCo Group, LLC (Bankr. C.D. Calif. Case No. 10-19929); Capitol Films Development LLC (Bankr. C.D. Calif. Case No. 10-19938); R2D2, LLC (Bankr. C.D. Calif. Case No. 10-19924); and ThinkFilm LLC (Bankr. C.D. Calif. Case No. 10-19912). Judge Barry Russell presides over the cases. The Petitioners are represented by David L. Neale, Esq., at Levene Neale Bender Rankin & Brill LLP. Judge Barry Russell formally declared David Bergstein's ThinkFilm LLC and Capitol Films Development bankrupt on Oct. 5, 2010. Mr. Bergstein is being sued for tens of millions of dollars by nearly 30 creditors -- including advertisers, publicists and the Writers Guild West. Five Bergstein controlled companies have been named in the suit. TRANS ENERGY: Defaults Under ASD Credit Agreement ------------------------------------------------- Trans Energy, Inc., notified Chambers Energy Management, LP, that it was not in compliance with the Collateral Ratio Covenant under the credit agreement between the Company's subsidiary American Shale Development, Inc., the lenders and Chambers Energy Management, LP, as the administrative agent (the "ASD Credit Agreement"). In addition, the Company has determined that it will not be able to timely deliver to Chambers financial statements for the year ended Dec. 31, 2013, for American Shale. If these defaults under the ASD Credit Agreement are not waived or otherwise resolved within the cure periods provided, Chambers will have the right to accelerate all of the outstanding indebtedness under the ASD Credit Facility. If Chambers were to accelerate all of the obligations outstanding under the ASD Credit Facility, the Company estimates that it would be required to pay approximately $94,908,102 to Chambers and the lenders. The Company is currently in discussions regarding a financing that, if completed, is intended to refinance its existing debt, including the ASD Credit Agreement, and to provide funding for an expansion of the Company's development program. "While we hope to close the financing as soon as possible, definitive documentation is subject to negotiation. Additionally, we can provide no assurances that we will be able to obtain such additional capital, that the terms of any such financing will be acceptable to us or the timing or closing of such financing," the Company said. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy incurred a net loss of $21.20 million in 2012 as compared with net income of $8.92 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $83.06 million in total assets, $85.46 million in total liabilities and a $2.40 million total stockholders' deficit. TREEHOUSE FOODS: S&P Assigns 'BB' Rating to $1.2BB Loan Facility ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' senior unsecured issue-level ratings and '3' recovery ratings to Oak Brook, Ill.-based TreeHouse Foods Inc.'s $1.2 billion unsecured credit facility consisting of a $900 million unsecured revolving credit facility due 2019 and a $300 million term loan due 2021. The '3' recovery ratings reflect S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. Proceeds along with a draw on the new revolving credit facility were used to repay the company's outstanding revolver balances under its prior $750 million unsecured revolving credit facility (unrated). We expect the company will use the new revolving credit facility to fund working capital needs and acquisitions. The ratings on TreeHouse Foods Inc. reflect S&P's assessment of the company's "fair" business risk profile and "significant" financial risk profile. Key credit factors considered include the company's continued growth as one of the largest manufacturers of private-label products, proven innovation and manufacturing capabilities, and stable profitability, despite exposure to commodity cost volatility. S&P expects the company will maintain credit protection measures within its "significant" core indicative ratio ranges, with leverage in the 3x to 4x area and funds from operations to total debt above 20%. Ratings List TreeHouse Foods Inc. Corporate Credit Rating BB/Stable/-- New Rating TreeHouse Foods Inc. $900 mil unsec revolving credit facility due 2019 BB Recovery Rating 3 $300 mil term loan due 2021 BB Recovery Ratings 3 TRUE RELIGION: S&P Lowers CCR to 'B-' On Weak Performance --------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Vernon, Calif.-based True Religion Apparel Inc. to 'B-' from 'B'. The outlook is stable. At the same time, S&P lowered its issue-level rating on the company's first-lien term loan to 'B-' from 'B', with a '3' recovery rating. S&P' also lowered its issue-level rating on the company's second-lien term loan to 'CCC' from 'CCC+', with a '6' recovery rating. "The downgrade reflects our expectation that sales and earnings trends will continue to be weak in fiscal 2014," said credit analyst Helena Song. "We believe the specialty apparel industry will remain difficult and highly promotional because of competition and consumer caution and that True Religion may not be able to adequately offset these trends. The company's credit measures have weakened in recent quarters and we believe they will further deteriorate in the next 12 months." The stable outlook reflects S&P's expectation that despite some further weakening in operating performance and credit metrics in 2014, the company will continue to generate moderate free operating cash flow and liquidity will remain "adequate". S&P also expects credit metrics will remain in line with a "highly leveraged" financial risk profile. Downside scenario S&P could lower the ratings if weaker-than-expected performance, because of highly promotional activities or strategic failures under new management, result in negative free operating cash flow and a redcution the company's liquidity. This could occur, for example, if fashion missteps coupled with highly promotional environment result in flat revenue and a margin contraction of 550 bps. Upside scenario On the other hand, S&P would raise the ratings if the company improves its operations with positive comparable-store sales and improved credit metrics, including debt to EBITDA of about 5x on a sustained basis, and the trend is supported by the company's financial policy. This could happen if the company expands its EBITDA by 15% and reduces debt by about $30 million. US AIRWAYS: Pilots Ask High Court To Review ERISA Appeal -------------------------------------------------------- Law360 reported that a group of former U.S. Airways pilots told the U.S. Supreme Court that the D.C. Circuit wrongly ruled against them in a dispute over the Pension Benefit Guaranty Corp., which allegedly illegally cut their benefits short when it went bankrupt in 2002. According to the report, the approximately 1,700 retired pilots alleged that when PBGC assumed responsibility for the US Airways retirement plan at issue, it had the duty as a guarantor to make the payments due under the plan, but that it instead acted in its own self-interest by paying itself with funds intended for the retirees. The PBGC was created by the Employee Retirement Income Security Act of 1974 as an "insurer of last resort" for retirees whose pension plans face distress, but has since evolved into a "much different entity" that runs an "elaborate, time-consuming administrative apparatus" intended to prevent unsophisticated pensioners from getting their money, the pilots said, the report related. "The PBGC, once it became the trustee of the petitioners' plan, took more than five years to resolve their claims to the plan's assets, during which time many of those aggrieved died or otherwise might have been inclined to give up," the pilots' petition for writ of certiorari says, the report further related. The dispute dates back to 2003, when PBGC began making payments to the pilots after the US Airways retirement plan had been terminated, the report added. About US Airways US Airways -- http://www.usairways.com/-- along with US Airways Shuttle and US Airways Express, operates more than 3,000 flights per day and serves more than 190 communities in the U.S., Canada, Mexico, Europe, the Middle East, the Caribbean, Central and South America. Under a Chapter 11 plan declared effective on March 31, 2003, USAir emerged from bankruptcy with the Retirement Systems of Alabama taking a 40% equity stake in the deleveraged carrier in exchange for $240 million infusion of new capital. US Airways and its subsidiaries filed another Chapter 11 petition (Bankr. E.D. Va. Case No. 04-13820) on Sept. 12, 2004. Brian P. Leitch, Esq., Daniel M. Lewis, Esq., and Michael J. Canning, Esq., at Arnold & Porter LLP, and Lawrence E. Rifken, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, represented the Debtors in their restructuring efforts. The USAir II bankruptcy plan became effective on September 27, 2005. The Debtors completed their merger with America West on the same date. VICTORY ENERGY: Intends to Acquire Fairway Project for $6-Mil. -------------------------------------------------------------- Victory Energy Corporation has agreed to purchase a 10 percent non-operated Working Interest ownership of "The Fairway Prospect" from a wholly-owned subsidiary of Target Energy Limited for a total cash consideration of approximately $6 million. The sale is subject to the prior approval of the holders of Target's 2014 Convertible Notes and to the completion of due diligence and of a Sale & Purchase Agreement to the satisfaction of both parties. The deal is expected to close on or before June 5, 2014, with an effective date of May 1, 2014. Target will remain as the largest interest?holder in the project, retaining a 50 percent Working Interest in all leases other than Wagga Wagga (35 percent WI). "We are extremely excited to be working with Target Energy and the world class operator that has developed this property to date," said Kenny Hill, Victory's CEO. "The completion of this acquisition will add nine producing wells to the portfolio and enough undeveloped acreage to drill for at least three years. Net new production to the company interest is approximately 64 BOE/PD, more than doubling the current 61 BOE/PD of the company. Production is occurring from the Wolfberry and the highly sought after Fusselman formations. Eight additional development wells a currently scheduled in the 2014 development plan on approximately 4,560 gross acres in our growing portfolio of Permian Basin assets. The acquisition is strongly in line with our focus on creating shareholder value by rapidly growing unconventional oil, and liquids-rich natural gas reserves on existing properties and through the acquisition of new resource properties." About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,413 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,384 of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $2.47 million in total assets, $628,127 in total liabilities and $1.84 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VIGGLE INC: Closes $35 Million Public Offering of Common Stock -------------------------------------------------------------- Viggle Inc. closed an underwritten public offering of 4,375,000 shares of its common stock at a price to the public of $8.00 per share, raising gross proceeds of $35 million. The shares are listed on the NASDAQ Capital Market under the ticker symbol "VGGL". Viggle has granted the underwriters a 45-day option to purchase up to 656,250 additional shares at the public offering price less the underwriting discount to cover over-allotments, if any. Ladenburg Thalmann & Co. Inc., a subsidiary of Ladenburg Thalmann Financial Services Inc., acted as sole book-running manager and Roth Capital Partners acted as joint book-runner in connection with the offering. The offering was made pursuant to a registration statement previously filed with the Securities and Exchange Commission which became effective on April 24, 2014. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. As of Dec. 31, 2013, the Company had $60.63 million in total assets, $53.94 million in total liabilities, $37.71 million in series A convertible redeemable preferred stock, and a $31.02 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VISION INDUSTRIES: Acting Chief Financial Officer Quits ------------------------------------------------------- David Moreno tendered his resignation as acting chief financial officer of Vision Industries Corp. on April 24, 2014. Mr. Moreno's resignation is not the result of any disagreement with the Company regarding the operations, policies or practices. The Company has not made a decision for a replacement CFO at this time but has begun pursuing candidates for the vacant position. About Vision Industries Long Beach, Cal.-based Vision Industries Corp. focuses its efforts in building Class 8 fuel cell electric vehicles (FCEV) used in drayage transportation. The Company's balance sheet at Sept. 30, 2013, showed $1.06 million in total assets, $2.89 million in total liabilities, and stockholders' deficit of $1.83 million. Vision Industries reported a net loss of $5.28 million on $26,545 of total revenue for the year ended Dec. 31, 2012, as compared with a net loss of $6.44 million on $764,157 of total revenue for the year ended Dec. 31, 2011. DKM Certified Public Accountants, in Clearwater, Florida, 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 cash and available credit are not sufficient to support its operations for the next year. Accordingly, management needs to seek additional financing that raises substantial doubt about its ability to continue as a going concern. VYCOR MEDICAL: Completes Offering of $929,860 in Units ------------------------------------------------------ Vycor Medical, Inc., completed the sale of $929,860 in units comprising common stock and warrants to accredited investors. The Units were issued pursuant to the terms of separate Stock Purchase Agreements between the Company and each of the Investors. This sale is the final closing of an offering, resulting in total gross proceeds of $5,000,000. The Offering initially had a maximum of $3,000,000 but the Company and the Placement Agent exercised their option to increase the size of the Offering to a maximum of $5,000,000 to accommodate investor demand. Each Unit was priced at $1.80 and comprised one share of Common Stock, a Series A Warrant to purchase 0.5 shares of Common Stock at $2.05 per share and a Series B Warrant to purchase 0.5 shares of Common Stock at $3.08 per share, both exercisable for a period of three years. A total of 2,777,808 shares of Common Stock and Warrants to purchase 2,777,838 shares of the Company's Common Stock were issued to Investors in the Offering. Fountainhead Capital Partners Limited, the Company's largest shareholder with approximately 41 percent of the Common Stock following the Offering, additionally converted a total of $1,426,542 of accrued consulting fees into an investment in Units under the Offering. Peter Zachariou, chief executive officer of Vycor, commented: "We are delighted to have accomplished this significant milestone, Vycor's largest fundraising to date. The Company is now well placed to execute on its clearly articulated strategic plan for both divisions. Vycor Medical's plan centers around: increasing U.S. market penetration; provision of more clinical and scientific data; international market growth; and new product development, in particular two smaller VBAS models to facilitate endoscopic ventricular procedures, and a suite of image-guided system fully compatible VBAS devices. NovaVision's strategy is centered around enabling penetration of the business's very significant target market, by: reducing cost and achieve greater scalability by re- engineering the delivery mechanism and business processing of its VRT therapy; introducing a new therapy module, NeuroEyeCoach, into the patient's overall visual therapy rehabilitation regime; and rolling out a VRT diagnostic licensing model with rehabilitation centers." Garden State Securities, Inc. (FINRA member) acted as the sole exclusive placement agent for the Offering. Additional information is available for free at: http://is.gd/pAA4rW About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss of $2.47 million on $1.08 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $2.93 million on $1.20 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, shows $2.11 million in total assets, $5.43 million in total liabilities, all current, and a $3.31 million total stockholders' deficiency. Paritz & Company, P.A., did not issue a "going concern" qualification in their report on the consolidated financial statements for the year ended Dec. 31, 2013. Paritz & Company previously expressed substantial doubt about the Company's ability to continue as a going concern following the 2012 financial results. The independent auditors noted that the Company has incurred a loss since inception, has a net accumulated deficit and may be unable to raise further equity which factors raise substantial doubt about its ability to continue as a going concern. WAVE SYSTEMS: Reduces Q1 Net Loss to $3.3 Million ------------------------------------------------- Wave Systems Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.29 million on $5.33 million of total net revenues for the three months ended March 31, 2014, as compared with a net loss of $10.21 million on $5.79 million of total net revenues for the same period last year. As of March 31, 2014, the Company had $12.53 million in total assets, $19.07 million in total liabilities and a $6.53 million total stockholders' deficit. "The first quarter of 2014 saw modest but welcome increases in software license billings and revenues over Q1 2013. Combined with significant reductions in our operating expenses from a year ago, the execution of multiple new licensing and marketing agreements with partners that are leading to new revenue streams and the replacement of several key members of the Wave management team, Wave is now showing visible signs of progress in implementing our strategic transition plan. As I said during our last quarterly call, our objectives won't be accomplished in a single quarter or two -- this will be a longer-term proposition -- but I believe we are on track to achieve our goals," said Wave CEO Bill Solms. A copy of the Form 10-Q is available for free at: http://is.gd/3qVhhF About Wave Systems Lee, Massachusetts-based Wave Systems Corp. (NASDAQ: WAVX) -- http://www.wave.com/-- develops, produces and markets products for hardware-based digital security, including security applications and services that are complementary to and work with the specifications of the Trusted Computing Group, an industry standards organization comprised of computer and device manufacturers, software vendors and other computing products manufacturers. Wave Systems reported a net loss of $20.32 million in 2013, a net loss of $33.96 million in 2012 and a net loss of $10.79 million in 2011. KPMG LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that Wave Systems Corp. has suffered recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. WM SIX FORKS: Asks Court for Final Decree Closing Case ------------------------------------------------------ On February 15, 2013, the Bankruptcy Court confirmed WM Six Forks, LLC's plan of liquidation dated December 10, 2012, as amended on February 5, 2013. Vicki L. Parrott, Esq., at Northern Blue LLP, in Chapel Hill, North Carolina, relates that the plan has been fully consummated and that no other matters in the case remain for consideration or disposition by the Court. Ms. Parrott adds that WM Six Forks has filed its final report and has disbursed funds in full satisfaction of all allowed claims as required by the terms of the plan. Accordingly, WM Six Forks asks the Court to enter a final decree closing its Chapter 11 case. About WM Six Forks WM Six Forks LLC was the owner of an apartment and retail/office complex in Raleigh, North Carolina, known as Manor Six Forks, which opened in March 2010. The property includes 298 residential apartments and roughly 14,000 square feet of retail/office space on the ground floor. As of the bankruptcy filing date, all the retail/office space is vacant and roughly 95% of the residential apartments are subject to existing leases. WM Six Forks filed a Chapter 11 petition (Bankr. E.D.N.C. Case No. 12-05854) on Aug. 12, 2012. The Debtor said in court papers the Manor is valued at $32.54 million. The Debtor also owns a 15.15- acre property, the value of which is not yet determined. The Debtors' property serves as collateral to a $39 million debt to Lenox Mortgage XVI, LLC. A copy of the schedules filed together with the petition is available at http://bankrupt.com/misc/nceb12- 05854.pdf Bankruptcy Judge J. Rich Leonard oversees the case. The Debtor hired Northen Blue, LLP as counsel. The petition was signed by William G. Garner, manager of WM6F Completion & Performance Assoc., LLC. Dawn Barnes has been assigned as case manager. The Bankruptcy Administrator for the Eastern District of North Carolina Bankruptcy notified that it was unable to form a creditors committee in the Chapter 11 case of WM Six Forks, LLC. Judge J. Rich Leonard of the U.S. Bankruptcy Court for the Eastern District of North Carolina, Raleigh Division, confirmed on Feb. 15, 2013, WM Six Forks, LLC's Plan of Liquidation. The luxury apartment project was sold to secured lender Lenox Mortgage XVII LLC in exchange for $37.1 million in mortgage debt. There were no acceptable competing bids, so the auction was canceled. This concludes the Troubled Company Reporter's coverage of WM Six Forks LLC until facts and circumstances, if any, emerge that demonstrate financial or operational strain or difficulty at a level sufficient to warrant renewed coverage. WORLDCOM INC: Verizon Urges High Court To Review IRS' Claim ----------------------------------------------------------- Law360 reported that a Verizon Communications Inc. unit has asked the U.S. Supreme Court to review an Internal Revenue Service claim for millions in excise taxes filed against against WorldCom Inc.'s bankruptcy estate, arguing the claim defied both legal and IRS precedent. According to the report, Verizon Business Global LLC, the successor-in-interest to MCI Inc., itself the successor to WorldCom, argued in a petition filed April 18 that the Second Circuit's decision to uphold an IRS claim for $26 million in excise taxes and interest on WorldCom's central office-based remote access, or COBRA, dial-up Internet service as a "local telephone service" was contrary to Federal Circuit precedent and the underlying principles of tax law. "In rejecting the Federal Circuit's rule -- which is the same rule the IRS itself had long applied -- the Second Circuit adopted a rule that conflicts with core principles of tax law that tax liability follows from what the taxpayer actually did, not from what the taxpayer might have done," Verizon said, the report related. To access the Internet through the now-obsolete COBRA, a subscriber's modem would call the COBRA access number over their telephone line, the report further related. Local exchange carriers, receiving those data calls, would route them to WorldCom and its subsidiaries via dedicated lines, and the aggregated data stream would be routed to and from the Internet by WorldCom, via an Internet service provider. This fits within the Federal Circuit rule, which holds that a service purchased for data transmission is only liable for the local phone excise if it can also be used to complete voice calls, the historical position the IRS had also previously taken, according to the petition, the report added. The case is WorldCom Inc. v. IRS, case number 13-1269, in the U.S. Supreme Court. WorldCom, Inc., a Clinton, Mississippi-based global communications company, filed for chapter 11 protection (Bankr. S.D.N.Y. Case No. 02-13532) on July 21, 2002. On March 31, 2002, WorldCom disclosed $103,803,000,000 in assets and $45,897,000,000 in debts. The Debtors were represented by Weil, Gotshal & Manges LLP. The Bankruptcy Court confirmed WorldCom's Plan on Oct. 31, 2003, and on April 20, 2004, the Company formally emerged from Chapter 11 protection as MCI, Inc. On Jan. 6, 2006, MCI merged with Verizon Communications, Inc. MCI is now known as Verizon Business, a unit of Verizon Communications. * Ga. Justices Urged to Say Bank Dirs. Can Be Personally Liable --------------------------------------------------------------- R. Robin McDonald, writing for American Lawyer, reported that the Supreme Court of Georgia is considering whether a Georgia law protects the corporate officers and former executives of a Buckhead bank that failed under their watch from personal liability for the bank's losses even if they neglected their corporate duties. According to the report, the justices heard oral arguments because U.S. District Judge Thomas Thrash sought their interpretation of the state's business judgment rule and how it may apply to bank directors and officers in a suit brought by the FDIC against them. The business judgment rule, in general, protects company officers from liability when they make "good faith business decisions in an informed and deliberate manner," the report explained, citing a 2009 ruling by the Georgia Court of Appeals (Brock Built v. Blake, 300 Ga. App. 816). The presumption behind the rule, according to the appeals court, is that a company's corporate officers have acted on an informed basis, in good faith, and with the belief that any actions they took were in the best interests of the company. As a result, they can't be held personally liable for managerial decisions that turned out badly, caused harm or led to a company's collapse, and the state courts shouldn't second-guess those decisions. The report further related that Judge Thrash certified this question to the state Supreme Court: "Does the business judgment rule in Georgia preclude as a matter of law a claim for ordinary negligence against the officers and directors of a bank in a lawsuit brought by the FDIC as receiver for the bank?" The judge said he had been unable to find any clear precedent set by the Georgia high court that the rule applies to bank officers and directors, whose conduct is governed by separate state statutes. During oral arguments, J. Scott Watson of the FDIC in Washington urged the high court to answer Thrash with a resounding no, "and decline an invitation to create a rule to let bankers be less accountable," the report said. * Judges Consider What Defines Insider Trading ---------------------------------------------- Christopher M. Matthews, writing for The Wall Street Journal, reported that federal prosecutors were peppered with tough questions on the legal underpinnings of their near-perfect record in insider-trading cases, raising the prospect that some convictions could be overturned. According to the report, in an hour-long hearing in Manhattan, judges of the U.S. Court of Appeals for the Second Circuit signaled that federal prosecutors may have taken too broad a view of insider trading, saying Wall Street needs more of a "bright line" about what constitutes a crime. At issue is whether a trader, to be guilty of insider trading, must have known a tip was illegally disclosed in exchange for a reward, the report related. Prosecutors have argued they need only show that people who used insider information knew it had been disclosed in breach of a fiduciary duty. The comments, during an appeal brought by two former hedge-fund managers, raised the first doubts about what has been a high- profile and otherwise highly successful campaign by prosecutors to deal with misdeeds in the stock markets, the report further related. A successful appeal wouldn't affect most of the 80 convictions or guilty pleas for insider trading won by Manhattan federal prosecutors over the past five years, the report said. But it would narrow the definition of what constitutes insider trading and give defense lawyers new ammunition to try to overturn a handful of marquee convictions. * Chartis Can't Dodge Suit Over Losses on $103M Hotel Loan ---------------------------------------------------------- Law360 reported that a New York judge refused to dismiss a suit accusing Chartis Specialty Insurance Co. of failing to cover an investment firm for losses from a $103 million loan to a Mexican hotel venture that went belly-up, saying she suspects the Mexican borrowers are shielding themselves through a sham bankruptcy proceeding. According to the report, in a brief order, Judge Shirley Werner Kornreich denied the insurer's renewed motion to dismiss CT Investment Management Co. LLC's suit -- which alleges that Chartis did not honor a political risk policy. * Pacific Oil Gets Approval for 67 Oil Well Acquisition ------------------------------------------------------- Pacific Oil Company on May 12 disclosed that its bid to purchase 67 wells located on 9 properties has received approval from Court of Queen's Bench. This approval was required as the assets are being purchased out of bankruptcy at a significant discount to market. Ed Loven, Vice president of Pacific Oil, said, "The court's decision to allow this purchase to take place is great news for our company. The path is now clear for the deal to be completed which in turn will immediately increase our company's overall value by adding to our portfolio significant assets, production and revenue. As previously stated we plan on working the projects in close proximity to existing assets and divesting for profit those assets that would be more valuable to other companies." Now that this final regulatory hurdle has been met, Pacific Oil is in a position to close the transaction this week. A press release will be issued once this is complete. About Pacific Oil Company A Nevada based corporation, Pacific Oil Company is a dynamic junior energy company with both established assets and production within the energy rich province of Saskatchewan Canada. * Senators Delay Action on Fannie Mae Amid Democrats' Rift ---------------------------------------------------------- Cheyenne Hopkins and Clea Benson, writing for Bloomberg News, reported that prospects for a bipartisan housing-finance overhaul dimmed as Democrats on a U.S. Senate panel struggled to reach consensus on how to replace Fannie Mae and Freddie Mac. According to the report, after a year of delicate bipartisan negotiations on a bill, Democrats on the 22-member Senate Banking Committee remained divided on issues including lending in disadvantaged communities, big-bank dominance of the mortgage market and the powers of a new regulator. Senator Tim Johnson, the South Dakota Democrat who leads the committee, and Senator Mike Crapo of Idaho, the top Republican, postponed a vote on the housing measure after negotiating its provisions, the report related. A lobbying visit to the Senate floor by U.S. Housing and Urban Development Secretary Shaun Donovan also failed to produce more commitments from the panel's six undecided Democrats. "If we don't get this right, we'll create major disturbances in the housing market which will have a profound impact on families, on homeownership and certainly on our national economy," Oregon Democrat Jeff Merkley, who is among the undecided, said in an interview, the report further related. Merkley described himself as "still in negotiations" with the bill's sponsors. The delay is a "bad sign" for enacting a housing-finance overhaul while President Barack Obama is in the White House, the report cited Tim Rood, chairman of Washington-based housing-policy consulting firm Collingwood Group LLC, as saying. * Stress Tests Forecast $190B in Losses at Fannie Mae, Freddie Mac ------------------------------------------------------------------ Nick Timiraos, writing for The Wall Street Journal, reported that Fannie Mae and Freddie Mac could require another $190 billion in government support under a worst-case economic scenario, according to stress test results made public by the firms' federal regulator. According to the report, the stress tests, mandated by the Dodd- Frank financial-regulatory overhaul, are designed to forecast potential losses in a "severely adverse" economic environment. The projections released by the Federal Housing Finance Agency "are not expected outcomes," the regulator said in its report. The stress tests are designed to be similar to those conducted by the Federal Reserve to measure the capital adequacy of large banks and insurance companies, the report noted. Fannie and Freddie were seized by the U.S. government in 2008 through a legal process known as conservatorship as losses threatened to wipe out thin capital reserves, the report related. The Treasury agreed to inject vast sums of aid to keep the companies afloat, and it ultimately provided $188 billion in infusions. The rebound in home prices since 2012 has boosted the fortunes of the companies, which have returned $203 billion to the Treasury in the form of dividend payments. Under their existing contracts with the government, Fannie and Freddie aren't allowed to retain most of their earnings, which are instead sent to the Treasury, the report further related. While those arrangements have helped the companies to make taxpayers whole on their 2008 bailouts, they also prevent the companies from having any further buffer against losses. * Two Giant Banks, Seen as Immune, Become Targets ------------------------------------------------- Ben Protess and Jessica Silver-Greenberg, writing for The New York Times' DealBook, reported that federal prosecutors are nearing criminal charges against some of the world's biggest banks, according to lawyers briefed on the matter, a development that could produce the first guilty plea from a major bank in more than two decades. According to the report, in doing so, prosecutors are confronting the popular belief that Wall Street institutions have grown so important to the economy that they cannot be charged. A lack of criminal prosecutions of banks and their leaders fueled a public outcry over the perception that Wall Street giants are "too big to jail." Addressing those concerns, prosecutors in Washington and New York have met with regulators about how to criminally punish banks without putting them out of business and damaging the economy, interviews with lawyers and records reviewed by The New York Times show. The new strategy underpins the decision to seek guilty pleas in two of the most advanced investigations: one into Credit Suisse for offering tax shelters to Americans, and the other against France's largest bank, BNP Paribas, over doing business with countries like Sudan that the United States has blacklisted, the report related. The approach applies to American banks, though those investigations are at an earlier stage. In the talks with BNP, which has a huge investment bank in New York, prosecutors in Manhattan and Washington have outlined plans to extract a criminal guilty plea from the bank's parent company, according to the lawyers, who were not authorized to speak publicly, the report further related. If BNP is unable to negotiate a lesser punishment -- the bank has enlisted the support of high-ranking French officials to pressure prosecutors -- the case could counter congressional criticism that arose after the British bank HSBC escaped similar charges two years ago. * U.S. Wins $1.2-Mil. Penalty Against Bank for Aiding Payday Loans ------------------------------------------------------------------ Reuters reported that a U.S. court ordered North Carolina's Four Oaks Bank to pay a penalty of $1.2 million over claims it failed to protect consumers' bank accounts in a win for federal prosecutors investigating banks doing business with payday lenders. According to the report, the civil penalty was the result of a complaint filed in January in U.S. District Court in eastern North Carolina that said the bank had been "deliberately ignorant" when dealing with merchants who were defrauding customers. A settlement, including the payment, was proposed when the complaint was filed, the report related. The bank said in a statement in January that as part of the deal it did not admit to the allegations or to any liability. In their complaint, U.S. prosecutors alleged Four Oaks Bank allowed a privately owned third-party payment processor in Texas to illegally process around $2.4 billion in return for more than $850,000 in fees, the report further related. Almost all of the Texas processor's business was with Internet payday lenders, the complaint said, the report added. The payday lenders offer fast cash on the web -- usually a few hundred dollars -- at often exorbitant interest rates that can range from 400 percent to 1,800 percent or more, it said. * Global And Domestic Hurdles May Rattle Auto Parts Sector ---------------------------------------------------------- Law360 reported that auto parts maker bankruptcies have largely dwindled since the 2009 industry crisis, but experts say that growing global competition and long-standing pension obligations could lead to a shake-up in the parts manufacturing sector. According to the report, analyst reports indicate that the auto parts sector will experience a revenue boost annually over the next few years and that there's little chance of a repeat crisis on the scale of five years ago. Still, experts say more consolidation and restructuring among auto parts makers could be coming because of international competition. * Jobless Claims Rise More Than Forecast in Easter Holiday Week --------------------------------------------------------------- Jonathan House, writing for The Wall Street Journal, reported that the number of Americans filing new claims for unemployment benefits rose in the Easter holiday week, though distortions caused by the Easter holidays makes the underlying trend hard to read. According to the report, citing the Labor Department, initial claims for jobless benefits, a measure of layoffs, rose 14,000 to a seasonally adjusted 344,000 in the week ended April 26. That was more than the 320,000 new claims forecast by economists surveyed by the Journal and brought them to their highest level since late February. A Labor Department analyst said the shifting date of Easter makes seasonal adjustments difficult around this time of year and many economists said they believed the underlying fundamentals of the labor market likely continued to improve as the impact of unusually harsh winter weather recedes, the report related. "Easter adjustment [is] likely responsible for [the] rotten egg in improving jobless claims trend," said Bricklin Dwyer, economist at BNP Paribas, the report further related. The four-week moving average of claims, which smooths out weekly fluctuations, ticked up 3,000 to 320,000, though it remained close to seven-year lows, the report added. "This latest figure is still one of the more favorable readings reported during this expansion so far," said Daniel Silver, economist at J.P. Morgan Chase. * Ratings Firms Ride Bond Resurgence ------------------------------------ Timothy W. Martin, writing for The Wall Street Journal, reported that six years after getting a failing grade for their role in the financial crisis, credit-rating firms are at the top of the class. According to the report, riding a global bond boom, the two biggest U.S. firms, Standard & Poor's Ratings Services and Moody's Investors Service, in April posted record first-quarter profits. Fitch Ratings said in its annual filing this month that 2013 was "one of its best years ever." Beyond the spike in bond deals, the resurgence is due largely to the absence of major changes to the industry since the crisis: The business model, in which debt issuers pay for ratings, remains in place; regulations proposed years ago are yet to be implemented; and new competitors have gotten little more than a toehold, the Journal related. This is despite heated rhetoric from regulators and legislators in the wake of the crisis, in which they castigated the firms for giving elevated ratings to mortgage-related bonds that later soured, the Journal further related. The industry's ability to escape relatively unscathed is in contrast to others, most notably big Wall Street banks, that have been the target of a wave of regulation designed to change behavior that contributed to the meltdown. "There was a lot of talk, but there wasn't a lot of action," said Marc Joffe, a former senior director at Moody's and now principal consultant at Public Sector Credit Solutions in Walnut Creek, Calif., who has been critical over the lack of major changes to the ratings world, the report added. * Scott Rose Joins Parker Ibrahim as Securities Litigation Chair ---------------------------------------------------------------- Parker Ibrahim & Berg LLC on May 12 disclosed that Scott S. Rose, formerly a partner at Willkie Farr & Gallagher LLP, a top tier international law firm in New York City, has joined the firm as a partner and Chair of the firm's Complex Commercial and Securities Litigation practice group. The addition of Mr. Rose continues the rapid expansion of the New Jersey-based firm that was founded three years ago. "While I will miss my longtime friends and colleagues at Willkie, I am excited to join a thriving firm with a solid infrastructure that continues to grow each day," said Mr. Rose. "The real key is that most of the lawyers at the firm are from national firms and have in-house counsel experience, which provides me with a deep and sophisticated bench to service our clients. I share the vision of my partners in growing a best in class, national complex commercial and securities litigation practice at Parker Ibrahim & Berg." "Having Scott on board is a game changer for us," said Sanjay Ibrahim, the firm's managing partner. "His talent and experience further enhance our mission to deliver outstanding service in a broad array of sophisticated litigation. We targeted Scott not just for his leadership qualities, but also because Scott's personality is a great fit with our firm's culture. We are well aware of Willkie's collegial atmosphere and the type of attorney they look for, which mirrors what we look for in a top-notch attorney. Scott is a natural fit for us, and we are all thrilled to call him our colleague and partner." Mr. Rose specializes in complex commercial litigation, securities litigation, SEC and other governmental and regulatory investigations, accounting irregularities, internal investigations, and employment litigation and counseling. He has extensive experience representing public and private companies, officers and directors, hedge funds, and accounting firms in federal, state, and bankruptcy courts throughout the United States. Mr. Rose has represented clients in various industries, including financial services, health care, insurance and reinsurance, media and entertainment, manufacturing, and real estate. He has earned the honor and distinction of being listed as a "Rising Star in Business Litigation" in New York Super Lawyers?Metro Edition on multiple occasions. While at Willkie, where Mr. Rose spent 17 years, he was a member of the Litigation department and the Securities Litigation and Enforcement practice group. He previously served as a law clerk for the Honorable Frederic Block in the United States District Court for the Eastern District of New York. Mr. Rose received his J.D. from Cornell Law School, magna cum laude, where he was selected to the Order of the Coif and was Senior Notes Editor of the Cornell Law Review. He received his B.A. from Bates College in Lewiston, Maine. About Parker Ibrahim & Berg LLC Parker Ibrahim & Berg LLC is a multi-service law firm that focuses on litigation, arbitration and the full range of enforcement, transactional and regulatory issues confronting businesses nationwide. The firm represents a wide array of corporate clients, including Fortune 500 companies, national banks, retailers, reinsurers, mortgage lenders, and financial services companies. Its practice areas include mortgage banking, bankruptcy, commercial litigation, securities litigation, employment litigation and counseling, reinsurance/insurance, regulatory consulting, regulatory enforcement, consumer finance, fair lending, and corporate transactional matters. Based in Somerset, New Jersey, the firm also has offices in New York City and Philadelphia. The firm has more than thirty attorneys, and was ranked by the New Jersey Law Journal among the top five large New Jersey law firms in terms of hiring in 2012 and 2013. In March 2014, the firm was named one of the 2014 Best Places to Work in New Jerseyby NJBIZ, New Jersey's only statewide business journal. ********* 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 ***