/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140523.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, May 23, 2014, Vol. 18, No. 141 Headlines 11850 DEL PUEBLO: Receiver's Final Accounting Report Approved 11850 DEL PUEBLO: U.S. Trustee Objects to Case Dismissal 22ND CENTURY: Amends Purchase Agreement with NASCO Products ACCELPATH INC: Posts $75K Net Income for Q1 Ended March 31 ACCESS MIDSTREAM: S&P Raises Corp. Credit Rating to 'BB+' ACTIVECARE INC: Reports $4.6 Million Net Loss in March 31 Quarter ADAMIS PHARMACEUTICALS: Note Maturity Date Extended to June 30 ADVANCED MICRO DEVICES: Fixed Pricing for Wafers Set for 2014 AFFIRMATIVE INSURANCE: Incurs $12.1 Million Net Loss in Q4 AHS MEDICAL: S&P Affirms 'B' CCR & Removes Rating From Watch Neg. ALION SCIENCE: Moody's Affirms 'Caa2' Corp. Family Rating ALLEN SYSTEMS: S&P Cuts CCR to 'D' on Missed Interest Payment ALMADEN ASSOC: Foreclosure Sale of Dublin Property on June 11 ALMADEN ASSOC: Foreclosure Sale of San Ramon Property on June 12 AMERICAN APPAREL: Widens Net Loss to $106.3 Million in 2013 ASHLEY STEWART: Court Approves Pachulski Stang as Panel's Counsel ASHLEY STEWART: Court OKs GlassRatner as Panel's Financial Advisor ATP OIL: To Sell Eugene Island Property to Marlin Coastal AUXILIUM PHARMACEUTICALS: Presents New Analyses of Xiaflex AXION INTERNATIONAL: MLTM Lending Hikes Equity Stake to 44.5% AXION INTERNATIONAL: Samuel Rose Hikes Stake to 50.4% BATAVIA'S DRIVING: Case Summary & 10 Largest Unsecured Creditors BEHRINGER HARVARD: Unit Intends to Sell Hotel Palomar for $48MM BELLE MERE: Must Agree With CBS on Cure Amounts BISON INSTRUMENTS: To Terminate Registration of Common Shares BLUE BIRD: S&P Assigns 'B' CCR & Rates $300MM Secured Debt 'B' BRUNSWICK CORP: S&P Raises CCR to 'BB+'; Outlook Stable CABEL PROPERTIES: Voluntary Chapter 11 Case Summary CABLEVISION SYSTEMS: S&P Assigns 'BB' Rating to $500MM Sr. Notes CAESARS ENTERTAINMENT: Extends Tender Offer Expiration to June 3 CARDICA INC: Has $4.38-Mil. Net Loss in Quarter Ended March 31 CASH STORE: Obtains Stay Extension & DIP Financing Approval CATASYS INC: Revenue Increased 161% in Fourth Quarter CBAC BORROWER: S&P Assigns 'B-' CCR & Rates $310MM Facilities 'B-' CERIDIAN LLC: Moody's Assign Caa2 Rating to $855MM Senior Notes CERIDIAN LLC: S&P Rates $855-Mil. Senior Notes Due 2017 'CCC' CFR PHARMACEUTICALS: S&P Puts 'BB+' CCR on CreditWatch Positive CHINA PRECISION: Receives NASDAQ Delisting Notice CHINA SHIANYUN: Delays Form 10-K for 2013 COFFEE REGIONAL: S&P Revises Outlook to Neg, Affirms 'BB-' Rating COMARCO INC: Agrees to Settle with Chicony for $7.6 Million COMMUNITYONE BANCORP: U.S. Treasury to Sell 1.1 Million Shares COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2013 COOPER-BOOTH: Can Access East West Bank Financing CREATIVE CIRCLE: Moody's Assigns 'B2' Corporate Family Rating CRYOPORT INC: Incurs $19.5 Million Net Loss in Fiscal 2014 CSC HOLDINGS: Fitch Assigns 'BB' Rating to $750MM Unsecured Notes CUI GLOBAL: Incurs $488,000 Net Loss in First Quarter DELTATHREE INC: Incurs $331,000 Net Loss in First Quarter DELTATHREE INC: Rob Stevanovski Stake at 77.8% as of March 28 DIOCESE OF HELENA: Aug. 11 Set as Sexual Abuse Claims Bar Date DRIVETIME AUTOMOTIVE: S&P Affirms 'B' ICR & Rates Sr. Notes 'B' DYNAMIC DRYWALL: Case Summary & 20 Largest Unsecured Creditors DYNCORP INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'B2' DYNAVOX INC: Tobii Technology Named Successful Bidder in Auction EASTCOAL INC: British Columbia Court Approves BIA Proposal EDENOR SA: Incurs ARS 738.6 Million Net Loss in 1st Quarter ELEPHANT TALK: Squar Milner Replaces BDO USA as Accountants ELO TOUCH: S&P Raises CCR to 'CCC+' on Improving Performance EVERYWARE GLOBAL: S&P Lowers CCR to 'CCC-' on Potential Default EMPIRE RESORTS: Incurs $5.4 Million Net Loss in First Quarter ENERGY FUTURE: To Continue Honoring Customer Contracts ENERGYSOLUTIONS INC: Swings to $54.6 Million Net Loss in 2013 ENOVA SYSTEMS: Amends Third Quarter Ended Sept. 30 Report EPAZZ INC: Delays Form 10-K for 2013 FAIRMONT GENERAL: CBA "Ordinary Course"; Has Sale Deal With Aleco FAR EAST ENERGY: Incurs $8.96-Mil. Net Loss for Q1 Ended March 31 FINJAN HOLDINGS: To Issue 2.2 Million Shares Under Option Plan FREDERICK'S OF HOLLYWOOD: Lenders Extend Repayment Date to June 15 GENCO SHIPPING: May Hire Blackstone as Financial Advisor GENCO SHIPPING: Kramer Levin Approved as Bankruptcy Counsel GENCO SHIPPING: Can Tap Curtis Mallet-Prevost as Conflicts Counsel GENCO SHIPPING: Incurs $42.2 Million Net Loss in 1st Quarter GENELINK INC: Delays Form 10-K for 2013 GENIUS BRANDS: Sells $6 Million of Preferred Shares GENUTEC BUSINESSS: Section 341(a) Meeting Set on June 20 GEOMET INC: Incurs $400,000 Net Loss in First Quarter GREENFIELD COLLISION: Voluntary Chapter 11 Case Summary GREENSTAR AGRICULTURAL: OSC Issues Management Cease Trade Order GUIDED THERAPEUTICS: Incurs $1.6-Mil. Net Loss in First Quarter HALLWOOD GROUP: Incurs $4.8 Million Net Loss in First Quarter HAMPTON ROADS: Signs Memorandum of Understanding with FRB and BFI HARBINGER GROUP: S&P Hikes Rating on Secured Notes Due 2019 to B+ HCA HOLDINGS: Fitch to Retain 'B+' IDR After $750MM Repurchase HCSB FINANCIAL: Delays Form 10-K for 2013 to Complete Audit HERCULES OFFSHORE: Files Fleet Status Report as of May 20 HIGHWOODS REALTY: Fitch Assigns 'BB+' Preferred Stock Rating HILLMAN GROUP: S&P Puts 'B' Ratings on CreditWatch Negative HOCCHEIM PRAIRIE: S&P Cuts LT Issuer Credit Rating to 'BB-' HOYT TRANSPORTATION: Hires Groom Law as Special ERISA Counsel IDERA PHARMACEUTICALS: Inks Development & Commercialization Pact INDIGO-ENERGY: GBH CPAs Replaces Excelsis as Auditors INTELLIGENT LIVING: D'Arelli Pruzansky Raises Going Concern Doubt INTERFACE MASTER: S&P Rates $100MM Contingent Cash Pay Notes 'CCC' INSPIREMD INC: Posts $5.97-Mil. Net Loss in March 31 Quarter IOWA GAMING: Has Until June 28 to File Schedules KCG HOLDINGS: S&P Raises Rating on $305MM 2nd Lien Notes to B+ KID BRANDS: Posts $31.7-Mil. First Quarter Net Loss KOOSHAREM LLC: S&P Assigns 'B-' CCR on Bankruptcy Emergence LANDAMERICA FIN'L: Loses Bid to Recoup $263,462 from SoCal Edison LEHMAN BROTHERS: SBS Series B Shareholders Propose Board Nominees LINDA CAMPBELL: Order Approving Bid to Value Real Property Upheld LIVE NATION: S&P Assigns 'B+' Rating to $250MM Sr. Unsecured Notes LJ/HAH HOLDINGS: S&P Assigns Preliminary 'B' CCR; Outlook Stable MANTECH INTERNATIONAL: Moody's Withdraws B1 Corp. Family Rating MARINA BIOTECH: Daniel Geffken Named Interim CFO MERITAGE HOMES: S&P Raises Corp. Credit Rating to 'BB-' MERRIMACK PHARMACEUTICALS: Stockholders Elected 9 Directors MICHAEL FOODS: S&P Affirms 'B' CCR, Off CreditWatch MOBILESMITH INC: Bob Dieterle Appointed COO and SVP MOBIVITY HOLDINGS: Registered for Resale 23.1 Million Shares MOUNTAIN PROVINCE: Incurs C$1.2 Million Net Loss in 1st Quarter MSC HOLDINGS: S&P Withdraws 'B' Ratings at Company's Request NEONODE INC: Closes Sale of $10 Million Common Shares NEONODE INC: Columbus Capital Holds 5.9% Equity Stake NEPHROS INC: Matthew Rosenberg Appointed to Board NORTEL NETWORKS: Units Spar Over Patent Sale NORTEL NETWORKS: Trial Uses LiveDeposition.com's Software NORTHERN FRONTIER: S&P Assigns 'B-' LT Corp. Credit Rating NPS PHARMACEUTICALS: ING Groep Reports 5.6% Equity Stake OAK KNOLL MEADOWS: Case Summary & 8 Unsecured Creditors ORCKIT COMMUNUNICATIONS: Sues Networks3 Over Breach of Contract ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013 OVERLAND STORAGE: Conference Call Held on Discuss Merger PARKLAND FUEL: S&P Assigns 'BB-' CCR; Outlook Stable PENNSYLVANIA HIGHER 1997: Fitch Affirms B Rating on 8 Note Classes PHIBRO ANIMAL: Moody's Upgrades Corporate Family Rating to B1 PHOENIX COS: S&P Puts 'B-' LT CCR on CreditWatch Negative POST HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating PRINTPACK HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable PROSPECT PARK: Creditors' Panel Hires Cole Schotz as Counsel PROSPECT PARK: CohnReznick to Provide Tax Credit-Related Services QUANTUM FUEL: Incurs $3.2 Million Net Loss in First Quarter QUANTUM FUEL: Paul Grutzner Appointed as Director QUICKSILVER RESOURCES: Three Directors Elected at Annual Meeting RADIANT OIL: Reports $3.7-Mil. Net Loss in Year Ended Dec. 31 RANGE RESOURCES: S&P Revises Outlook to Pos. & Affirms BB Ratings REFCO PUBLIC: Disclosure Statement Hearing Set for June 25 REFCO PUBLIC: U.S. Trustee Unable to Form Committee ROSETTA RESOURCES: Moody's Hikes Corporate Family Rating to Ba3 ROSETTA RESOURCES: S&P Lowers Sr. Unsecured Debt Rating to 'B+' ROYAL CARIBBEAN: S&P Revises Outlook to Pos. & Affirms 'BB' CCR SANMINA CORP: S&P Rates $350MM Sr. Secured Notes 'BB' SCIENTIFIC GAMES: S&P Rates $375MM Sr. Subordinated Notes 'B' SOLAR POWER: Charlotte Xi Quits as Director and Interim CFO SOLAR POWER: Liquidator Appointed for Italian Unit SGT SPANISH BROADCASTING: Approved for Listing on NASDAQ Global SURVEYMONKEY INC: Proposed Amendment No Impact on Moody's B2 CFR TLC HEALTH: Court Approves Hodgson Russ as Labor Counsel TODD-SOUNDELUX: Case Summary & 20 Largest Unsecured Creditors TOWER GROUP: Posts $961-Mil. Net Loss in FY Ended Dec. 31 TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt TRIUMPH GROUP: S&P Assigns 'BB-' Rating to $300MM Unsecured Notes TROJAN BATTERY: Moody's Assigns B2 CFR & Rates $235MM Debt B2 TROJAN BATTERY: S&P Assigns 'B+' CR; Outlook Stable TUBE CITY: S&P Assigns 'B+' CCR on Restructuring; Outlook Stable UNITEK GLOBAL: Delays Form 10-Q for March 29 Quarter for Analysis UNIVERSITY GENERAL: Delays Form 10-K for 2013 VYCOR MEDICAL: Incurs $787,000 Net Loss in Fiscal 2014 WAVE SYSTEMS: Luminus Devices' Walter Shephard Is New CEO XELLA INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Stable YRC WORLWIDE: Counsel Says 20MM Shares Issuance Legal ZALE CORP: Posts $9 Million Net Income in Third Quarter ZOGENIX INC: Closes Sale of Product Line to Endo Ventures * FTI Consulting's Senior Managing Directors Bags M&A Awards * Kramer Levin's Jeffrey Trachtman to Receive Arthur Leonard Award * Proposed Merger Of Squire Sanders, Patton Boggs Hits Snag * BOOK REVIEW: American Economic History ********* 11850 DEL PUEBLO: Receiver's Final Accounting Report Approved ------------------------------------------------------------- The U.S. Bankruptcy Court approved receiver Patrick Galentine's motion for an order approving his final accounting report, exonerating bond, and discharging the Receiver. The Receiver's Final Accounting Report was filed Feb. 13, 2014. All actions taken by the Receiver in his capacity as a custodian of property of the Debtor's bankruptcy estate under the supervision of this Court are approved, ratified and confirmed. All payments made by the Receiver or to be made by the Receiver in such capacity, including payment of remaining receivership expenses for which the Receiver has reserved and has funds on hand to pay, and payment of any remaining receivership funds to the Lender, are approved, ratified, and confirmed. The Receiver is also authorized and directed to pay from receivership funds any and all outstanding quarterly fees owed to the United States trustee pursuant to 28 U.S.C. Sec. 1930(a)(6) for this bankruptcy case, including any and all quarterly fees owed for the first or second quarter of 2014. The automatic stay imposed under 11 U.S.C. Sec. 362(a) by the filing of the Debtor's bankruptcy petition is modified (effective immediately, and without any stay of such relief pursuant to Federal Rule of Bankruptcy Procedure 4001(a)(3) or otherwise) pursuant to 11 U.S.C. Sec. 362(d)(1) to permit the Receiver to take all necessary steps in the State Court Action (as the Motion defines such term) to complete his duties as Receiver, including without limitation to present the Final Accounting Report to the State Court and request that the State Court discharge the Receiver and exonerate the Receiver's bond. Any relief requested in the Motion and not expressly granted herein is denied. About 11850 Del Pueblo 11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012. The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B), owns property on 11850 Valley Boulevard, in El Monte, California. The property, according to the schedules filed together with the petition, is worth $9 million and secures a $17.5 million claim. The Court eventually dismissed the bankruptcy case on Oct. 12, 2012, due to the Debtor's failure to timely file certain necessary documents. The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726) on Oct. 15, 2012. Bankruptcy Judge Robert N. Kwan presides over the case. Patrick Galentine is the duly appointed state court receiver and custodian for the Debtor. Craig A. Welin, Esq., and Reed S. Wadell, Esq., serve as bankruptcy counsel for the receiver. U.S. Bank National Association, as trustee, successor-in-interest to Bank of America, N.A., as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for the Registered Holders of Deutsche Mortgage & Asset Receiving Corporation Mortgage Pass-Through Certificates, Series CD2006-CD3, is represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP. 11850 DEL PUEBLO: U.S. Trustee Objects to Case Dismissal -------------------------------------------------------- The U.S. Trustee filed an objection with the U.S. Bankruptcy Court to 11850 Del Pueblo, LLC's motion to dismiss its chapter 11 case. The U.S. Trustee wants the Debtor to pay the quarterly UST fees prior to dismissal of the chapter 11 case. The U.S. Trustee also wants the Debtor to submit the following items in order to determine the appropriate amount of quarterly fees requires to be remitted for fourth quarter 2013, first quarter 2014 and second quarter 2014 (i.e., through the hearing date of May 28, 2014): a) December 20, 2013 closing statement on sale of real estate; b) the Debtor's (if any) and the Receiver's ledger/ accounting for disbursements from the period from January 1, 2014 to March 31, 2014 of estate disbursements, and c) the Debtor's (if any) and the Receiver's ledger/ accounting for disbursements from the period from April 1, 2014 to May 28, 2014. The U.S. Trustee also indicated that it has addressed the issue of quarterly fees with the Debtor's counsel and the Receiver's counsel and fully expects their cooperation in resolving the quarterly fee issue prior to the hearing. The hearing on the motion is set for May 28, 2014 at 11:00 a.m. at Crtrm 1675, 255 E Temple St., Los Angeles, CA 90012. The case is before Judge Robert N. Kwan. This bankruptcy case was a two-party dispute that has now been resolved, and the case should be dismissed. The Debtor commenced the case in September 2012, in response to precipitous action taken by its secured lender in the midst of what the Debtor believed to be good faith negotiations concerning the restructuring of the secured debt on the shopping mall, owned and operated by the Debtor, located at 11820-11850 Valley Boulevard, El Monte, California 91732. After the case was filed, negotiations between the Debtor and the secured lender resumed and in October 2013, they reached agreement on terms and conditions for a consensual sale of the Property and an allocation of the sale proceeds. The Property has now been sold and the lender has since been paid its share of the proceeds, and the disputes between the Debtor and the secured lender have otherwise been resolved. The U.S. Trustee's trial attorney can be reached at: Alvin Mar, Esq. Office of the United States Trustee 915 Wilshire Boulevard, Ste 1850 5 Los Angeles, CA 90017 Tel: (213) 894-4219 Fax: (213) 894-2603 E-mail: alvin.mar@usdoj.gov About 11850 Del Pueblo 11850 Del Pueblo, LLC, first filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 12-42819) in Los Angeles on Sept. 27, 2012. The Debtor, a Single Asset Real Estate under 11 Sec. 101(51B), owns property on 11850 Valley Boulevard, in El Monte, California. The property, according to the schedules filed together with the petition, is worth $9 million and secures a $17.5 million claim. The Court eventually dismissed the bankruptcy case on Oct. 12, 2012, due to the Debtor's failure to timely file certain necessary documents. The Debtor filed a second petition (Bankr. C.D. Cal. 12-44726) on Oct. 15, 2012. Bankruptcy Judge Robert N. Kwan presides over the case. Patrick Galentine is the duly appointed state court receiver and custodian for the Debtor. Craig A. Welin, Esq., and Reed S. Wadell, Esq., serve as bankruptcy counsel for the receiver. U.S. Bank National Association, as trustee, successor-in-interest to Bank of America, N.A., as Trustee, as successor by merger to LaSalle Bank National Association, as Trustee, for the Registered Holders of Deutsche Mortgage & Asset Receiving Corporation Mortgage Pass-Through Certificates, Series CD2006-CD3, is represented by Alan M. Feld, Esq., M. Reed Mercado, Esq., and Adam McNeile, Esq., at Sheppard, Mullin, Richter & Hampton LLP. 22ND CENTURY: Amends Purchase Agreement with NASCO Products ----------------------------------------------------------- On Sept. 17, 2013, 22nd Century Group, Inc., entered into a Membership Interest Purchase Agreement to purchase all of the issued and outstanding membership interests of NASCO Products, LLC, a North Carolina limited liability company, from Ralph Angiuoli, the sole member of NASCO. NASCO is a federally licensed tobacco product manufacturer and a participating member of the tobacco Master Settlement Agreement known as the MSA, an agreement among 46 U.S. states and the tobacco industry administered by the National Association of Attorneys General. On May 13, 2014, the Company entered into a First Amendment to the Purchase Agreement. The Amendment (i) eliminates the Company's obligations with respect to the entry into a management agreement and a sales representative agreement in this Transaction, (ii) changes the date of seller's right to terminate the Purchase Agreement to Sept. 1, 2014, which may only be exercised if the Transaction has not closed by that date, and (iii) increases the purchase price for the Transaction from $1,000,000 to $1,050,000, subject to potential closing date adjustments. As previously reported, consummation of the Transaction is subject to various conditions, including the required consents of the settling states of the MSA to an amendment of NASCO's existing adherence agreement to the MSA, with the Company becoming a signatory to such amended adherence agreement as part of the Company's acquisition of NASCO. A copyof the First Amendment to Membership Interest Purchase Agrement is available for free at http://goo.gl/6ilRmE $7.7-Mil. Warranty Liability 22nd Century Group said in an Apirl 3 regulatory filing that it entered into warrant amendments with existing warrant holders to eliminate virtually all of the Company's "derivative warrant liability." 22nd Century Group had previously issued certain warrants that contained anti-dilution provisions. These anti-dilution provisions are accounted for as "derivative warrant liability" on the Company's financial statements. "Derivative warrant liability" is not an actual cash obligation (or cash expense) and is classified and reported as a derivative liability for accounting purposes and marked-to-market at the balance sheet date, which negatively impacts the Company's balance sheet and statement of operations. Upon the exercise of a warrant or elimination of the anti-dilution feature of a warrant, the derivative warrant liability is reduced and equity (capital in excess of par value) is increased accordingly. As of Dec. 31, 2013, the Company's derivative warrant liability was approximately $3.8 million. However, as a result of the 52 percent appreciation of 22nd Century Group's share price during the first quarter of 2014, the Company's derivative warrant liability would have increased to approximately $7.7 million by the end of the first quarter 2014 if the Company and certain warrant holders did not amend the warrants containing anti- dilution provisions. Seven out of nine non-management warrant holders agreed to eliminate the anti-dilution provisions over a total of 756,953 warrant shares in consideration for reduced exercise prices, which averaged $0.18 per warrant share. Additionally, three 22nd Century Group executive officers, the CEO, president and VP of R&D, voluntarily eliminated the anti-dilution provisions in their 3,052,961 warrant shares and declined to receive any consideration for these warrant amendments. By forgoing the consideration offered to the non-management warrant holders, Company officers personally forfeited a total of $570,632 in value (warrant shares multiplied by reduction in exercise price). As a result of these warrant amendments, as of March 31, 2014, there are now only two Company warrants outstanding that contain an anti-dilution provision, which have a cumulative derivative warrant liability of approximately $560,000. Joseph Pandolfino, founder and CEO of 22nd Century Group, stated, "We are pleased that 22nd Century Group has eliminated virtually all its derivative warrant liability as we prepare to begin manufacturing and marketing our own tobacco products nationally. Our quarterly financial results will no longer be clouded by a substantial warrant liability on our balance sheet or the related expense on our statement of operations." About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.15 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. As of March 31, 2014, the Company had $11.93 million in total assets, $1.77 million in total liabilities and $10.15 milion in total shareholders' equity. ACCELPATH INC: Posts $75K Net Income for Q1 Ended March 31 ---------------------------------------------------------- AccelPath, Inc., filed its quarterly report on Form 10-Q, disclosing net income of $75,342 on $54,000 of revenues for the three months ended March 31, 2014, compared with a net loss of $297,702 on $123,348 of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.1 million in total assets, $2.73 million in total liabilities, and a stockholders' deficit of $1.63 million. The Company had a net loss applicable to common shareholders of $1 million for the nine months ended March 31, 2014 and a net loss applicable to common shareholders of $2.34 million for the year ended June 30, 2013. Further, the Company had a working capital deficit of $2.73 million. These factors raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available: http://is.gd/w4NuqT About AccelPath Gaithersburg, Md.-based AccelPath has two primary businesses: AccelPath, LLC, and Digipath Solutions, LLC, are in the business of enabling pathology diagnostics and Technest, Inc. (a 49% owned subsidiary) is in the business of the design, research and development, integration, sales and support of three- dimensional imaging devices and systems. The Company had a working capital deficit of $2.2 million and a stockholders' deficit of $504,078 at Sept. 30, 2012. As reported in the TCR on Oct. 18, 2012, MaloneBailey, LLP, in Houston, Texas, expressed substantial doubt about AccelPath's ability to continue as a going concern following their audit of the Company's financial statements for the year ended June 30, 2012. The independent auditors noted that the Company has suffered recurring losses from operations, has negative cash flows from operations, a stockholders' deficit and a working capital deficit. ACCESS MIDSTREAM: S&P Raises Corp. Credit Rating to 'BB+' --------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Access Midstream Partners L.P. to 'BB+' from 'BB'. At the same time, S&P raised its issue-level rating on Access' senior unsecured debt to 'BB+' from 'BB-'. The '4' recovery rating is unchanged. The outlook is stable. "The ratings action reflects our view of Access Midstream Partners L.P.'s improved counterparty risk related to Chesapeake Energy Corp. following our recent upgrade on CHK to 'BB+' from 'BB-'," said Standard & Poor's credit analyst Nora Pickens. "Access' counterparty exposure to CHK, which we estimate will account for about 75% of 2014 cash flow, caps the ratings at this time. Furthermore, we estimate that 40% of the firm's 2014 EBITDA will come from above-market gathering contracts related to the "dry" gas (gas lacking liquids such as ethane or butane) in the Barnett and Haynesville regions, which we believe provides customers (i.e., CHK and Total S.A.) more incentive to renegotiate rates in a distressed scenario. In a more extreme case, a CHK bankruptcy could make Access' business substantially more uncertain. Any potential buyers would need to use the Access assets to bring the hydrocarbons to market, but could seek to renegotiate fees. Because Access generally earns a mid-teens rate of return on its investments, we believe that contracts related to "wet" gas basins (those rich in natural gas liquids) would likely be considered reasonable," said S&P. However, rates on gathering lines are highly site-specific and they are difficult to forecast, according to S&P. "We consider Access' business risk profile as 'satisfactory', as defined by our criteria," S&P added. "We consider Access' financial risk profile as "significant." Liquidity is "adequate" under our criteria, with sources exceeding uses by about 1.25x for the next 12 months," said S&P. "The outlook on the rating is stable. Access' significant customer concentration with CHK caps the ratings at this time. However, we could elevate our ratings on Access higher than our ratings on CHK if it achieves greater customer diversity and maintains debt to EBITDA below 4x. Independent of any potential ratings actions on CHK, we could lower our ratings on Access if the partnership materially increases leverage such that pro forma debt to EBITDA exceeds 4.5x on a sustained basis or if it begins to assume more significant commodity price risk," according to S&P. ACTIVECARE INC: Reports $4.6 Million Net Loss in March 31 Quarter ----------------------------------------------------------------- ActiveCare, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss attributable to common stockholders of $4.67 million on $1.09 million of total revenues for the three months ended March 31, 2014, as compared with a net loss of $2.52 million on $4.71 million of total revenues for the same period in 2013. For the six months ended March 31, 2014, the Company reported a net loss attributable to common stockholders of $9.82 million on $3.51 million of total revenues as compared with a net loss attributable to common stockholders of $6.16 million on $7.08 million of total revenues for the same period during the prior year. The Company's balance sheet at March 31, 2014, showed $10.75 million in total assets, $9.78 million in total liabilities and $957,032 in total stockholders' equity. "Our cash balance as of March 31, 2014 was $296,000. As of March 31, 2014, we had a working capital deficit of $1,313,000, compared to a working capital deficit of $3,251,000 as of September 30, 2013. The increase in working capital is primarily due to the sale of Series F preferred stock and the conversion of debt and accrued interest into equity." A copy of the Form 10-Q is available for free at: http://goo.gl/xpCSL4 About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss attributable to common stockholders of $25.95 million the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $12.42 million for the year ended Sept. 30, 2012. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses, has negative cash flows from operating activities, has negative working capital, and has negative total equity. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Note Maturity Date Extended to June 30 -------------------------------------------------------------- Adamis Pharmaceuticals Corporation entered into an amendment to a convertible promissory note with Robert Noel Robinson pursuant to which the maturity date of the Note was amended to be June 30, 2014, and the conversion price was reduced to be $6.00 per share. Adamis Pharmaceuticals entered into a convertible promissory note with Mr. Robinson in an aggregate principal amount of $600,000, as previously disclosed on a current report on Form 8-K filed Jan. 4, 2013. The Note was initially convertible into shares of the Company's common stock at any time at the discretion of the Lender at an initial conversion price per share of $9.35, giving effect to the Company's 1-for-17 reverse stock split of the outstanding common stock effected in December 2013. Effective June 25, 2013, the Company and the Lender entered into a Consent, Waiver and Amendment Regarding Convertible Promissory Note which, among other things, amended the maturity date of the Note to be March 26, 2014. In addition, the Company agreed that until the earlier to occur of the maturity date or the payment or conversion of the Note, the Company will not enter into any arrangement that contains any restriction on the Company's payment of any principal and interest balance of the Note on the maturity date or incur any senior secured indebtedness that results in the Note being subordinated in right of payment to those other indebtedness. Interest will continue to accrue and be paid on the Note until is paid or converted into common stock. No other changes were made to the Note or agreements relating to the Note. A copy of the amendment to Convertible Promissory Note dated March 26, 2014, is available for free at http://is.gd/vRyUX5 About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. The Company's independent registered public accounting firm has included a "going concern" explanatory paragraph in its report on the Company's financial statements for the years ended March 31, 2013, and 2012, indicating that the Company has incurred recurring losses from operations and has limited working capital to pursue its business alternatives, and that these factors raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our management intends to address any shortfall of working capital by attempting to secure additional funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any sources of funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures. There is no assurance that any of the above options will be implemented on a timely basis or that we will be able to obtain additional financing on acceptable terms, if at all. If adequate funds are not available on acceptable terms, we could be required to delay development or commercialization of some or all of our products, to license to third parties the rights to commercialize certain products that we would otherwise seek to develop or commercialize internally, or to reduce resources devoted to product development. In addition, one or more licensors of patents and intellectual property rights that we have in-licensed could seek to terminate our license agreements, if our lack of funding made us unable to comply with the provisions of those agreements. If we did not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us. Any failure to dispel any continuing doubts about our ability to continue as a going concern could adversely affect our ability to enter into collaborative relationships with business partners, make it more difficult to obtain required financing on favorable terms or at all, negatively affect the market price of our common stock and could otherwise have a material adverse effect on our business, financial condition and results of operations," the Company said in its quarterly report for the period ended Dec. 31, 2013. ADVANCED MICRO DEVICES: Fixed Pricing for Wafers Set for 2014 ------------------------------------------------------------- Advanced Micro Devices, Inc., amended its Wafer Supply Agreement with GLOBALFOUNDRIES Inc. for 2014 under which AMD and GLOBALFOUNDRIES agreed on purchase commitments for 2014 and established fixed pricing and other terms of the WSA which apply to products AMD will purchase from GLOBALFOUNDRIES. Under this amendment AMD expects to pay GLOBALFOUNDRIES approximately $1.2 billion in 2014. These purchases contemplate AMD's current PC market expectations and the manufacturing of certain Graphics Processor Units (GPUs) and semi-custom game console products at GLOBALFOUNDRIES in 2014. The 2014 amendment does not impact AMD's 2014 financial goals including gross margin. "The successful close of our amended wafer supply agreement with GLOBALFOUNDRIES demonstrates the continued commitment from our two companies to strengthen our business relationship as long-term strategic partners, and GLOBALFOUNDRIES' ability to execute in alignment with our product roadmap," said Rory Read, president and chief executive officer, AMD. "This latest step in AMD's continued transformation plays a critical role in our goals for 2014." About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. The Company's balance sheet at Dec. 28, 2013, showed $4.33 billion in total assets, $3.79 billion in total liabilities and $544 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on Feb. 4, 2014, Fitch Ratings has affirmed the 'CCC' long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. The rating reflects Fitch's expectations for negative near-term free cash flow (FCF) and limited top-line visibility, despite solid product momentum heading into 2014. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AFFIRMATIVE INSURANCE: Incurs $12.1 Million Net Loss in Q4 ---------------------------------------------------------- Affirmative Insurance Holdings, Inc., reported a net loss of $12.13 million on $56.21 million of total revenues for the three months ended Dec. 31, 2013, as compared with a net loss of $8.28 million on $55.39 million of total revenues for the same period in 2012. Michael McClure, chief executive officer, stated, "The quarter was disappointing due to the strengthening of loss reserves for bodily injury claim severities for prior years and the first half of 2013. As previously stated, we have made many improvements from an operational standpoint, but we still have many areas and opportunities to address. We are determined to continue to improve the profitability of the business. We continue to see either very good or improving market conditions in a number of our states. We have been significantly increasing our rates since the beginning of 2013 in all of our largest states and took significant actions to terminate unprofitable independent agency relationships. We believe our actions, along with the improved operating environment, will continue to improve our operating results as we move forward." A copy of the press release is available for free at: http://is.gd/8bLmTQ About Affirmative Insurance Addison, Tex.-based Affirmative Insurance Holdings, Inc., is a distributor and producer of non-standard personal automobile insurance policies for individual consumers in targeted geographic markets. Non-standard personal automobile insurance policies provide coverage to drivers who find it difficult to obtain insurance from standard automobile insurance companies due to their lack of prior insurance, age, driving record, limited financial resources or other factors. Non-standard personal automobile insurance policies generally require higher premiums than standard automobile insurance policies for comparable coverage. Affirmative Insurance reported net income of $30.71 million on $246.12 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $51.91 million on $209.76 million of total revenues in 2012. As of Dec. 31, 2013, the Company had $386.84 million in total assets, $489.73 million in total liabilities and a $102.89 million total stockholders' deficit. KPMG LLP, in Dallas, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recent history of recurring losses from operations and its probable failure to comply with certain financial covenants in the senior secured and subordinated credit facilities in 2014 raise substantial doubt about its ability to continue as a going concern. AHS MEDICAL: S&P Affirms 'B' CCR & Removes Rating From Watch Neg. ----------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating and issue-level ratings on AHS Medical Holdings LLC and removed them from CreditWatch with negative implications, where S&P placed them on Feb. 28, 2014. The outlook is stable. "We removed our rating from CreditWatch negative after the company received approval from the DOJ on the sale of its health plan, successfully amending its financial covenants to exclude losses relating to its health plan, and that the company's intent to use proceeds from this sale toward debt reduction," said credit analyst David Kaplan. "The underlying hospital business is performing broadly in-line with our expectations." The outlook is stable, reflecting S&P's expectation for the company to maintain modest organic growth and relatively steady margins. S&P also expects the company to generate positive free cash flow (before acquisitions) and to pursue disciplined acquisition activity. S&P expects the company to remain highly levered. Downside scenario S&P could lower the rating if the company is unable to generate free cash flow. This could result from debt-financed acquisitions acquired at a premium, or as a result of adverse regulatory or competitive changes in the company's markets. This could result if the company experiences 200 bps of margin compression. Upside scenario Although operating trends could improve adjusted leverage to below 5x and FFO/debt to above 12%, it's unlikely S&P would upgrade the company unless it is convinced the company is committed to sustaining those metrics on a sustained basis. S&P continues to believe acquisitions are a core element of the company's growth strategy. ALION SCIENCE: Moody's Affirms 'Caa2' Corp. Family Rating --------------------------------------------------------- Moody's Investors Service said that Alion Science & Technology Corporation ("Alion")'s recently announced commencement of its exchange offer, consent solicitation and unit offering will likely be viewed as a distressed exchange upon closing. As a result, Moody's downgraded the Probability of Default ("PDR") rating to Ca-PD from Caa3-PD, and anticipates appending an /LD designation (limited default) once the transaction is completed. Moody's affirmed all other debt ratings, including the Caa2 Corporate Family Rating ("CFR"). The outlook remains negative. The lowering of Alion's PDR to Ca-PD is due to the approximately $570 million of debt coming due over the next nine months. Absent the proposed refinancing, in Moody's view, the company will not be able to meet these maturities and therefore, its likelihood to remain a going concern will be uncertain. Alion plans to refinance its existing debt structure with a proposed five-year $65 million revolver, five-year $300 million first lien term loan, five-and-a-half year $50 million second lien term loan and dependent on the exchange and tender participation, an undetermined amount of five-and-a-half year third lien exchange notes. Alion is offering to exchange its 10.25% senior notes due 2015, at the option of the unsecured note holders, with three alternatives. The first alternative is to exchange existing unsecured notes for a combination of third-lien senior secured notes and warrants. The second alternative is to receive $600 in cash for every $1,000 principal amount of existing notes, subject to a $20 million maximum threshold. The third alternative is that for each $1,000 principal amount of unsecured notes exchanged, note holders may opt to receive the third lien exchange notes plus the purchase of Units in a Unit Offering. Each Unit consists of third-lien exchange notes as well as warrants to purchase common stock. Upon completion of the exchange, Moody's expects to rate the new first lien term loan at the single-B rating level subject to review of final documentation at transaction close. Ratings downgraded: Probability of Default Rating, to Ca-PD from Caa3-PD Ratings affirmed: Corporate Family Rating, at Caa2 $310.67 million 12% senior secured notes due 2014, at B3 (LGD-2, 17%) $240 million 10.25% senior unsecured notes due 2015, at Ca (LGD-4, 69%) Speculative Grade Liquidity Rating, at SGL-4 Outlook, remains Negative Ratings Rationale Alion's proposed refinancing would enable the company to extend sizable debt maturities coming due within the next nine months. Absent the proposed refinancing, Alion would not be able to meet these debt maturities. In addition, the recently announced exchange offer for the company's existing $235 million senior unsecured notes for third lien notes that include a PIK interest feature with warrants to purchase stock, or a cash payment of $600 for every $1,000 tendered constitutes a diminished financial obligation relative to the original obligation of semi-annual cash interest. Moody's therefore views the transaction as a distressed exchange. The affirmation of Alion's Caa2 corporate family rating reflects the company's continued high leverage and weak interest coverage metrics that are not anticipated to improve meaningfully in the near-term. Pro forma for the proposed refinancing, the CFR is likely to remain in the Caa category due to continued high leverage expected post the proposed transaction and the weaker revenue and operating margin performance year-over-year, similar to industry peers. Due to defense budget pressures, the ratings also consider the prevalence of contract award delays, higher level of competition that has been negatively impacting revenue levels and operating margins in the defense services industry including the government's focus on lowest cost, technically acceptable procurement as well as higher amount of protest activity among competitors. Positively, Alion's work with the Department of the Navy (expected to be less affected by budget cutbacks than the Army) which accounts for nearly half its revenue base, provides a degree of revenue and EBITDA generation sustainability. Nevertheless, the company's very high leverage and reliance on federal government contracts for over 95 percent of its revenues, given fiscal budget pressures, also underlie the ratings. The restructuring has favorable attributes once completed, most importantly the extension of meaningful debt maturities to 2019 and the re-setting of covenants. Given the sizable near-term debt maturities, the proposed refinancing would address this primary risk. These changes would improve Alion's liquidity profile. However, elevated leverage and minimal interest coverage, particularly given that a portion of the proposed second lien term loan and third lien exchange notes include PIK features, will likely result in continued elevated credit metrics. When assigning ratings on the new notes, Moody's will take into consideration not only the company's enhanced liquidity and lowered near-term debt- maturity pressures, but also Alion's higher expected leverage resulting from the PIK feature on certain of the proposed debts as well as challenges operating in a more constrained defense spending environment. The negative outlook reflects Alion's weak liquidity profile absent the proposed refinancing, very high leverage and lower backlog levels compounded by the difficult defense budget environment. Ratings could be further lowered if the proposed refinancing is not consummated, credit metrics and liquidity do not improve and the company's recovery prospects diminish. The successful execution of the proposed refinancing as well as improvement in credit metrics over the near-term would likely result in stabilization of the outlook. Upward ratings momentum would likely result from the company successfully addressing its capital structure with the proposed refinancing and lowering and sustaining leverage below 7.0 times with interest coverage around 1.0 times. The principal methodology used in this rating was the Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Alion Science and Technology Corporation is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include naval architecture and engineering, defense operations, modeling and simulation, technology integration, information technology and wireless communications, energy and environmental services. Revenue for the last twelve months ended March 31, 2014 totaled $802 million. ALLEN SYSTEMS: S&P Cuts CCR to 'D' on Missed Interest Payment ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on Naples, Fla.-based Allen Systems Group Inc. to 'D' from 'CCC-'. "In addition, we lowered our issue-level rating on the senior secured second-lien notes to 'D' from 'CC'. The recovery rating on these notes is unchanged at '6', reflecting our expectation for negligible recovery (0% to 10%) in the event of a payment default," said S&P. "The rating action follows the missed interest payment, due May 15, 2014, on the company's 10.5% senior secured second-lien notes due 2016, and our expectation that the payment will not be made within the required 30-day grace period," said Standard & Poor's credit analyst Katarzyna Nolan. According to Standard & Poor's criteria, an obligor is considered in default if S&P expects payment will not be made within the earlier of the stated grace period or 30 calendar days after the due date. The missed interest payment on the second-lien notes follows the company's deteriorating operating performance, weak liquidity, and multiple breaches of financial covenants over the last year. In addition, the company missed an interest payment on its unrated first-lien facility and subsequently entered into an amendment with the lenders to permit the company to pursue a sale or restructuring process. The amendment stipulates that the lenders will not exercise their rights and remedies with respect to the existing defaults until Sept. 30, 2014 (which date may be extended to Nov. 30, 2014 in certain circumstances) unless, among other things, the company breaches certain covenants set forth in the amendment or the administrative agent under the first-lien facility provides written notice to the company accelerating the outstanding loans. ALMADEN ASSOC: Foreclosure Sale of Dublin Property on June 11 ------------------------------------------------------------- Witkin & Eisinger, LLC, a limited liability company, as trustee, or agent for the trustee, will sell real and related personal property of Almaden Associates, LLC, on June 11, 2014, at the Fallon Street Emergency Exit to the County Courthouse, 1225 Fallon Street, Oakland, CA 94612 at 12:00 noon at public auction to the highest bidder for cash. The property is located at 7950 Dublin Boulevard, Dublin, CA 94568-2929. Proceeds of the sale will be used to pay debt in the total unpaid balance of $8,927,573.90. The foreclosure sale of of the Dublin property is being made with respect to a so-called CKE Investor Loan. Information about the sale may be obtained at WWW.SALESTRACK.TDSF.COM or call (888) 988-6736 The Trustee may be reached at: Carole Eisinger Trustee Sales Officer WITKIN & EISINGER, LLC 530 South Glenoaks Boulevard, Suite 207 Burbank, CA 91502 Tel: (818) 845-4000 ALMADEN ASSOC: Foreclosure Sale of San Ramon Property on June 12 ---------------------------------------------------------------- Witkin & Eisinger, LLC, a limited liability company, as trustee, or successor trustee, or substituted trustee, or as agent for the trustee, will sell real and related personal property of Almaden Associates, LLC, on June 12, 2014, at behind the Civic Center designation sign at the corner of Willow Pass Road and Parkside Drive, 1900 Parkside Drive, Concord, CA 94519 at 1:00 p.m. at public auction to the highest bidder for cash. The property is located at 18120 Bollinger Canyon Road, San Ramon, CA 1609 Lawrence Road, Danville, CA 30-32 Century Oaks Court, San Ramon, Contra Costa County, CA. Proceeds of the sale will be used to pay debt in the total unpaid balance of $8,927,573.90. The foreclosure sale of the San Ramon property is with respect to the DG Investor Loan. Information on the sale may be obtained at (714) 480-5690 or http://www.salestrack.tdsf.com AMERICAN APPAREL: Widens Net Loss to $106.3 Million in 2013 ----------------------------------------------------------- American Apparel, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $333.75 million in total assets, $411.15 million in total liabilities and a $77.40 million total stockholders' deficit. A copy of the Form 10-K is available for free at: http://is.gd/Z5ZZoC About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The Troubled Company Reporter, on Nov. 21, 2013, reported that American Apparel Inc. had its corporate family rating cut one level to Caa2 by Moody's Investors Service. The clothing retailer's probability of default was also lowered one level and the outlook is negative. ASHLEY STEWART: Court Approves Pachulski Stang as Panel's Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of Ashley Stewart Holdings, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey to retain Pachulski Stang Ziehl & Jones LLP as counsel to the Committee, nunc pro tunc to Mar. 19, 2014. The Committee requires Pachulski Stang to: (a) assist, advise, and represent the Committee in its consultations with the Debtors regarding the administration of these cases; (b) assist, advise, and represent the Committee in analyzing the Debtors' assets and liabilities, investigating the extent and validity of liens and participating in and reviewing any proposed asset sales, any asset dispositions, financing arrangements and cash collateral stipulations or proceedings; (c) assist, advise, and represent the Committee in any manner relevant to reviewing and determining the Debtors' rights and obligations under leases and other executory contracts; (d) assist, advise, and represent the Committee in investigating the acts, conduct, assets, liabilities, and financial condition of the Debtors, the Debtors' operations and the desirability of the continuance of any portion of those operations, and any other matters relevant to these cases or to the formulation of a plan; (e) assist, advise, and represent the Committee in its participation in the negotiation, formulation, and drafting of a plan of liquidation or reorganization; (f) advise the Committee on the issues concerning the appointment of a trustee or examiner under section 1104 of the Bankruptcy Code; (g) assist, advise, and represent the Committee in understanding its powers and its duties under the Bankruptcy Code and the Bankruptcy Rules and in performing other services as are in the interests of those represented by the Committee; (h) assist, advise, and represent the Committee in the evaluation of claims and on any litigation matters, including avoidance actions; and (i) provide other services to the Committee as may be necessary in these cases. Pachulski Stang will be paid at these hourly rates: Robert J. Feinstein, Partner $995 Bradford J. Sandier, Partner $775 Maria A. Bove, Of Counsel $695 Jason Rosell, Associate $475 Margaret McGee, Paralegal $295 Pachulski Stang will also be reimbursed for reasonable out-of- pocket expenses incurred. Bradford J. Sandler, partner of Pachulski Stang, 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. Pachulski Stang can be reached at: Bradford J. Sandler, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 36th Floor New York, NY 10017 Tel: (212) 561-7700 Fax: (212) 561-7777 E-mail: bsandler@pszjlaw.com About Ashley Stewart The Ashley Stewart name is synonymous with offering women who wear sizes 12 and up well-made fashionable clothes at affordable prices. Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. The Hon. Michael B. Kaplan oversees the case. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. Ashley Stewart has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. ASHLEY STEWART: Court OKs GlassRatner as Panel's Financial Advisor ------------------------------------------------------------------ The Official Committee of Unsecured Creditors of Ashley Stewart Holdings, Inc. and its debtor-affiliates sought and obtained permission from the Hon. Michael B. Kaplan of the U.S. Bankruptcy Court for the District of New Jersey to retain GlassRatner Advisory & Capital Group, LLC as financial advisor to the Committee, nunc pro tunc to Mar. 19, 2014. The Committee requires GlassRatner to: (a) analyze the Debtors' current and historical business operations and financial results, as well as the Debtors' underlying financial projections, including any approved or proposed budgets; (b) review the Debtors' prior sale process and current sale process, including periodic updates as to the status of specific buyers; (c) analyze the Debtors' operations prior to and after the Petition Date, as the Committee deems necessary; (d) review the prospects and opportunities for the Debtors as an ongoing business operation; (e) review the financial aspects of any Disclosure Statement and Plan of Reorganization; (f) as necessary, developing a liquidation/waterfall analysis and valuation based on GlassRatner's evaluation of the underlying facts and circumstances; (g) negotiate with the Debtors' Financial Advisor in the best financial and business interests of the unsecured creditors; (h) advise the Committee and Counsel on various financial and business matters associated with the Debtors; (i) address any related financial and business issues, as requested by the Committee and Counsel; (j) investigate any potential causes of action or fraudulent transfers; (k) attend meetings of creditors and confer with representatives of the Committee, the Debtors and their counsel; (1) report to the Committee and Counsel on a regular basis; and (m) provide other services to the Committee as it may request and as may be necessary in this Case. GlassRatner will be paid at these hourly rates: James Fox $500 Peter Schaeffer $500 Wojciech Hajduczyk $375 Robert Naidoff $375 Other Staff $95-$300 The hourly rates are subject to periodic adjustments to reflect economic and other conditions. However, GlassRatner has agreed to use a maximum blended hourly rate of $425 for this engagement. All of the GlassRatner's out of pocket costs will be billed in addition at actual cost incurred. In matters where travel is required, the Firm will bill 50% of its travel time. Peter Schaeffer, principal of GlassRatner, 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. GlassRatner can be reached at: Peter Schaeffer GLASSRATNER ADVISORY & CAPITAL GROUP LLC One Grand Central Place 60 East 42nd St., Suite 1062 New York, NY 10165 Tel: (212) 922-2832 E-mail: pschaeffer@glassratner.com About Ashley Stewart The Ashley Stewart name is synonymous with offering women who wear sizes 12 and up well-made fashionable clothes at affordable prices. Ashley Stewart Holdings Inc. and affiliates New Ashley Stewart Inc., AS IP Holdings Inc. and NAS Gift LLC filed Chapter 11 petitions in Newark, New Jersey (Bankr. D.N.J. Case Nos. 14-14383 to 14-14386) on March 10, 2014. Michael A. Abate signed the petitions as senior vice president finance/treasurer. Ashley Stewart Holdings estimated assets and liabilities of at least $10 million. The Hon. Michael B. Kaplan oversees the case. Curtis, Mallet-Prevost, Colt & Mosle LLP serves as the Debtors' general counsel. Cole, Schotz, Meisel, Forman & Leonard, P.A., is the Debtors' local counsel. PricewaterhouseCoopers LLP acts as the Debtors' financial advisor. Prime Clerk LLC serves as the Debtors' claims and noticing agent. Ashley Stewart has obtained authority to conduct store closing sales at 27 locations around the United States in accordance with a consulting agreement with Gordon Brothers Retail Partners, LLC. ATP OIL: To Sell Eugene Island Property to Marlin Coastal --------------------------------------------------------- ATP Oil & Gas Corp. asks the Hon. Marvin Isgur of the U.S. Bankruptcy Court for the Southern District of Texas, in Houston, for permission to sell its interests in Eugene Island Block 142 to Marlin Coastal LLC free and clear of claims and liens under a purchase and sale agreement. The Debtor tells the Court that, before it filed for bankruptcy, it held certain interest (non-operating interests) under an expired federal oil and gas lease OCS-G-10726 covering Eugene Island Block 142. The Debtor says it is responsible under the terms of the expired lease for paying its proportionate share of the plugging, abandonment and removal of all wells, platforms, pipelines and other structures owned by the Debtor and located on EI142. In connection with its operations, the Debtor has incurred various statutory or contractual liabilities resulting from its interests in EI142, including obligations to properly plug and abandon wells and dismantle and decommission various fixtures and production- related equipment on the property. The Debtor says it estimates that the total amount of the so-called P&A Obligations related to EI142 amount to $1,643,135. These obligations remain the Debtor's responsibility even should the Debtor reject and abandon its interest in EI142, according to court documents. The Debtor says because of the nature of the P&A Obligations related to its interest in EI142 and the fact that its obligations would likely continue to burden the estate even if it were to reject the leases. The Debtor believes that it is in the best interest of its estate to enter into and consummate the transaction with Marlin as contemplated under the terms of the PSA. The Debtor says any further marketing of its interest in EI142 would not only be uneconomical but simply not feasible given its present financial condition. Absent the approval of the transaction contemplated by the PSA, the Debtor would likely seek to reject the property and the estate would not realize the immediate benefit of the assumption of the Debtor's P&A Obligations and resulting release of claims against the estate. Marlin Coastal is represented by: Mark A. Mintz, Esq. JONES WALKER LLP 201 St. Charles, Suite 5100 New Orleans, LA 70170 Tel: 504-582-8368 Website: http://www.joneswalker.com/ Email: mmintz@joneswalker.com A full-text copy of the purchase and sale agreement is available for free at http://is.gd/fhhak1 About ATP Oil Houston, Texas-based ATP Oil & Gas Corporation is an international offshore oil and gas development and production company focused in the Gulf of Mexico, Mediterranean Sea and North Sea. ATP Oil & Gas filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 12-36187) on Aug. 17, 2012. Attorneys at Mayer Brown LLP, serve as bankruptcy counsel. Munsch Hardt Kopf & Harr, P.C., is the conflicts counsel. Motley Rice LLC and Fayard & Honeycutt, APC serve as special counsel. Opportune LLP is the financial advisor and Jefferies & Company is the investment banker. Kurtzman Carson Consultants LLC is the claims and notice agent. ATP disclosed assets of $3.6 billion and $3.5 billion of liabilities as of March 31, 2012. Debt includes $365 million on a first-lien loan where Credit Suisse AG serves as agent. There is $1.5 billion on second-lien notes with Bank of New York Mellon Trust Co. as agent. ATP's other debt includes $35 million on convertible notes and $23.4 million owing to third parties for their shares of production revenue. Trade suppliers have claims for $147 million, ATP said in a court filing. An official committee of unsecured creditors has been appointed in the case. Evan R. Fleck, Esq., at Milbank, Tweed, Hadley & McCloy, in New York, represents the Creditors Committee as counsel. A seven-member panel of equity security holders has also been appointed in the case. Kyung S. Lee, Esq., and Charles M. Rubio, Esq. of Diamond McCarthy LLP, in Houston, Texas, serve as counsel to the Equity Committee. AUXILIUM PHARMACEUTICALS: Presents New Analyses of Xiaflex ---------------------------------------------------------- Auxilium Pharmaceuticals, Inc., announced that new analyses of data were presented from its clinical program and pivotal IMPRESS (The Investigation for Maximal Peyronie's Reduction Efficacy and Safety Studies) trials, the Phase 3 studies that evaluated XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease (PD). These data were presented at the American Urological Association (AUA) Meeting held in Orlando, Florida on May 16-21, 2014. "XIAFLEX is the first and only FDA-approved treatment for Peyronie's disease in men with a palpable plaque and a penile curvature deformity of 30 degrees or greater at the start of therapy," said James Tursi, M.D., chief medical officer of Auxilium. "We believe this may offer patients, their partners and their physicians an important treatment option for this devastating disease." Highlights of the information presented include: * 75 percent of men with PD treated with XIAFLEX in the IMPRESS pivotal studies had a clinically meaningful improvement in their penile curvature deformity by the end of the trials. These subjects reported an improvement of 25 percent or greater in penile curvature deformity. * Peyronie's plaque tissue was excised and exposed to XIAFLEX in vitro. XIAFLEX preferentially degraded type I and type III collagen, predominant collagen types in PD plaques, while sparing type IV collagen present within connective tissues that surround arteries, large veins and nerves. There was no detectable effect of XIAFLEX on the structure of blood vessels, nerves, and fibroblasts at any dose evaluated. * An injection simulator using a "smart syringe" was developed to provide clinicians an opportunity to practice the XIAFLEX injection technique. Use of such a model in physician training may increase urologists' familiarity with the injection technique for XIAFLEX treatment of PD by providing both visual and tactile feedback during simulated injection. * The administration of a second XIAFLEX injection 1, 2 or 3 days after the first injection during Treatment Cycle 1 did not impact the safety or effectiveness of XIAFLEX in the treatment of Peyronie's curvature deformity evaluated at Week 6. The improvement in curvature deformity and safety measurements were comparable regardless of when the second injection was administered during the first treatment cycle. These data support flexibility in planning XIAFLEX treatment cycles. About Auxilium Auxilium Pharmaceuticals, Inc., is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second-line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. To learn more, please visit www.Auxilium.com. As of March 31, 2014, the Company had $1.19 billion in total assets, $985.73 million in total liabilities and $210.14 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. In the May 6, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'CCC' from 'B-'. "Our rating action on Auxilium is predicated on our assessment of its liquidity profile as "weak" and our expectation that the company is likely to deplete its liquidity sources over the next 12 months," said credit analyst Maryna Kandrukhin. AXION INTERNATIONAL: MLTM Lending Hikes Equity Stake to 44.5% ------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, MLTM Lending, LLC, and ML Dynasty Trust disclosed that as of March 28, 2014, they beneficially owned 25,077,624 shares of common stock of Axion International Holdings, Inc., representing 44.5 percent of the shares outstanding. MLTM Lending previously owned 14,624,772 common shares at Oct. 21, 2013. On March 28, 2014, MLTM purchased one of the Company's Notes in the original principal amount of $850,000 which is initially convertible into 2,125,000 shares of Common Stock, and an associated warrant to purchase 2,125,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant. The total amount of funds used by MLTM to purchase such Note and associated warrant was $850,000 in cash, and those funds were provided by the personal funds of MLTM. A copy of the regulatory filing, as amended, is available at: http://is.gd/LMjZRF About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. Axion International incurred a net loss of $5.43 million in 2012, following a net loss of $10.96 million in 2011. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. AXION INTERNATIONAL: Samuel Rose Hikes Stake to 50.4% ----------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Samuel G. Rose disclosed that as of March 28, 2014, he beneficially owned 29,957,572 shares of common stock of Axion International Holdings, Inc., representing 50.4 percent of the shares outstanding. Mr. Rose previously owned 18,036,383 shares at Jan. 28, 2013. On March 28, 2014, Mr. Rose purchased one of the Company's Notes in the original principal amount of $850,000 which is initially convertible into 2,125,000 shares of Common Stock, and an associated warrant to purchase 2,125,000 shares of Common Stock, in each case subject to adjustment as provided on the terms of such Note and associated warrant. The total amount of funds used by Rose to purchase such Note and associated warrant was $850,000 in cash, and such funds were provided by the personal funds of Mr. Rose. A copy of the amended regulatory filing is available for free at: http://is.gd/vxJMY0 About Axion International New Providence, N.J.-based Axion International Holdings, Inc. (OTC BB: AXIH) - http://www.axionintl.com/-- is the exclusive licensee of patented and patent-pending technologies developed for the production of structural plastic products such as railroad crossties, pilings, I-beams, T-Beams, and various size boards including a tongue and groove design that are utilized in multiple engineered design solutions such as rail track, rail and tank bridges (heavy load), pedestrian/park and recreation bridges, marinas, boardwalks and bulk heading to name a few. Axion International incurred a net loss of $5.43 million in 2012, following a net loss of $10.96 million in 2011. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. BATAVIA'S DRIVING: Case Summary & 10 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Batavia's Driving Academy, Inc. 4736 East Saile Drive Batavia, NY 14020 Case No.: 14-11186 Chapter 11 Petition Date: May 19, 2014 Court: United States Bankruptcy Court Western District of New York (Buffalo) Judge: Hon. Michael J. Kaplan Debtor's Counsel: David H. Ealy, Esq. TREVETT, CRISTO, SALZER & ANDOLINA P.C. 2 State Street, Suite 1000 Rochester, NY 14614 Tel: (585) 454-2181 Fax: (585) 454-4026 Email: dealy@trevettlaw.com Estimated Assets: $50,000 to $100,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Nash A. Dsylva, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/nywb14-11186.pdf BEHRINGER HARVARD: Unit Intends to Sell Hotel Palomar for $48MM --------------------------------------------------------------- Behringer Harvard Mockingbird Commons, LLC, a 70 percent owned subsidiary of Behringer Harvard Short-Term Opportunity Liquidating Trust, entered into an agreement to sell a 198 room hotel and retail project located in Dallas, Texas ("Hotel Palomar") to an unaffiliated third party for a contract sales price of $48 million. The buyer made an initial earnest money deposit of $1 million, which is refundable during the inspection period that ends on or about June 27, 2014, at which time an additional deposit of $1 million is due. The Agreement provides the buyer an opportunity to conduct due diligence on Hotel Palomar and provides that the buyer may terminate the Agreement by written notice to the Company at any time on or before the end of the inspection period. The Company cannot give any assurances that the closing of this sale is probable. About Behringer Harvard Addison, Tex.-based Behringer Harvard is a limited partnership formed in Texas on July 30, 2002. The Company's general partners are Behringer Harvard Advisors II LP and Robert M. Behringer. As of Sept. 30, 2011, seven of the twelve properties the Company acquired remain in the Company's portfolio. The Company's Agreement of Limited Partnership, as amended, provides that the Company will continue in existence until the earlier of Dec. 31, 2017, or termination of the Partnership pursuant to the dissolution and termination provisions of the Partnership Agreement. Behringer Harvard Short-Term Opportunity Liquidating Trust filed with the U.S. Securities and Exchange Commission its annual report on Form 20-F disclosing $62.06 million in total assets, $45.85 million in total liabilities and $16.21 million in net assets in liquidation at Dec. 31, 2013. Plan of Liquidation On Feb. 11, 2013, the Partnership completed its liquidation pursuant to a Plan of Liquidation adopted by Behringer Harvard Advisors II LP, as its general partner. The Plan provided for the formation of a liquidating trust, Behringer Harvard Short-Term Opportunity Liquidating Trust for the purpose of completing the liquidation of the assets of the Partnership. In furtherance of the Plan, the Partnership entered into a Liquidating Trust Agreement with one of the Partnership's General Partners, Behringer Advisors II, as managing trustee, and CSC Trust Company of Delaware, as resident trustee. As of the Effective Date, each of the holders of limited partnership units in the Partnership received a pro rata beneficial interest in the Liquidating Trust in exchange for such holder's interest in the Partnership. In accordance with the Plan and the Liquidating Trust Agreement, the Partnership has transferred all of its remaining assets and liabilities to us to be administered, disposed of or provided for in accordance with the terms and conditions set forth in the Liquidating Trust Agreement. The General Partners elected to liquidate the Partnership and transfer its remaining assets and liabilities to the Liquidating Trust as a cost saving alternative that the General Partners believed to be in the best interests of the investors. The expenses associated with operating a public reporting entity, like the Partnership, are comparatively high and therefore detract from distributable proceeds and returns it can make to its investors. The reorganization into a liquidating trust enables us to reduce costs associated with public reporting obligations and related audit expenses that are not applicable to the Liquidating Trust, helping to preserve capital throughout our disposition phase for the benefit of our investors. Cutting expenses and maximizing investor returns is a primary focus in this disposition phase. The Company's principal demands for funds in the next twelve months and beyond will be for the payment of operating expenses, costs associated with lease-up and capital improvements for our remaining operating property and for the payment of recurring debt service, further principal paydowns and reserve requirements on our outstanding indebtedness as required by our lenders. The Liquidating Trust had notes payable totaling $40.7 million at Dec. 31, 2013, of which $31 million was secured by the hotel property and $8.8 million was to Behringer Harvard Holdings, LLC, a related party. BELLE MERE: Must Agree With CBS on Cure Amounts ----------------------------------------------- Belle Mere Properties, LLC, purchased real estate from CBS Properties LLC on April 1, 2011, and gave CBS a mortgage as security for that purchase. Shortly thereafter, the parties disagreed on a number of issues which lead them to state court where Belle Mere had filed a Verified Complaint against CBS in the Circuit Court of Greene County Alabama. The state court Verified Complaint was removed to the U.S. Bankruptcy Court for the Northern District of Alabama on June 15, 2012, after Belle Mere filed for Chapter 11 bankruptcy. After the complaint was removed, a trial was held in Bankruptcy Court on November 21 and 22, 2013. On March 27, 2014, Belle Mere filed a Motion for Authority to Borrow on a Secured Basis Pursuant to 11 U.S.C. Sec. 364 and for Expedited Hearing for the purpose of satisfying its obligation to make an April 1, 2014, balloon payment required by the parties' Real Estate Mortgage Note and to cure some unpaid mortgage and insurance premium payments. On March 31, 2014, CBS objected, contending that the amount offered to cure, including the balloon payment amount, was insufficient. In a May 20, 2014 Memorandum Opinion available at http://is.gd/5qKGokfrom Leagle.com, Bankruptcy Judge Benjamin Cohen directed the parties to confer and, within 30 days from the date of the Court's Order, submit an agreed upon statement to the Court containing: 1. The amount the parties agree Belle Mere must pay to cure all arrears it owes CBS; 2. The status of Belle Mere's utilities; 3. A plan, with starting and completion dates, for Belle Mere to construct its own road within the defined easement, or near it if CBS consents; 4. A proposed order on Belle Mere's Motion for Authority to Borrow on a Secured Basis and CBS's Objection If the parties cannot agree, or if such a statement is not submitted timely, all matters will be set for a status conference at the Court's convenience. The case is, Belle Mere Properties, LLC, Plaintiff, v. CBS Properties, LLC, Defendant, A. P. No. 12-70018 (Bankr. N.D. Ala.). Belle Mere Properties, LLC filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ala. Case No. 12-70782) on April 17, 2012, listing under $1 million in both assets and debts. It is represented by: Herbert M. Newell, III, Esq., at Newell & Associates LLC. BISON INSTRUMENTS: To Terminate Registration of Common Shares ------------------------------------------------------------- Bison Instruments, Inc., a Minnesota corporation, on May 21 disclosed that on May 20, 2014, its Board of Directors authorized its officers to take all necessary action to terminate the registration of the common shares of the Company under Section 12(g) Securities Exchange Act of 1934, as amended. Such termination will result in discontinuing the Company's obligations as a public reporting company under the Exchange Act. The Company's Board of Directors made this determination after receiving notice that further funding of its ongoing operations has been discontinued. Consequently, the Company will not have funds to pay for its obligations, including, audits and the filing of reports with the Securities and Exchange Commission ()SEC"). The Company is eligible to terminate its registration because the Company has fewer than 300 shareholders of record. The Company intends to file a Form 25 with the SEC within 10 days. Thereafter, the Company intends to file a Form 15 with the SEC certifying that the number of shareholders holding its common stock of record is less than 300 persons and to deregister its shares under Section 12(g) and suspend its reporting obligations under Section 15(d) of the Exchange Act. Upon filing the Form 15, the Company will no longer be obligated to file certain Exchange Act reports (Forms 10-K, 10 Q or 8 K) with the SEC. As a result of the above actions the Company's Board of Directors expects that such termination will become effective 90 days after filing the Form 15. The Company also intends to call a shareholders' meeting seeking approval and authority to dissolve the Company. About Bison The Company was engaged in the manufacture and sale of electronic instrumentation. During 1998 and 1999, the Company sold substantially all of its operating assets, including its seismic product lines, and its Airport Runway Friction Measurement System (the "Mu-Meter"). The sales included the intellectual property and inventory of the product lines. In 2000 the Company sold its residual seismic product inventory. Since 2007 the Company had no active business or assets. However, the Company explored various alternatives, including acquisition and reverse merger opportunities for use of the public corporate entity. It was unable to consummate any acquisition or transaction. BLUE BIRD: S&P Assigns 'B' CCR & Rates $300MM Secured Debt 'B' -------------------------------------------------------------- Standard & Poor's Ratings Services assigned Fort Valley, Ga.-based school bus manufacturer Blue Bird Body Co. a 'B' corporate credit rating. The outlook is stable. At the same time, S&P is assigning the company's planned $300 million senior secured debt (comprising a $250 million term loan and $50 million revolver) a 'B' rating (the same level as the corporate credit rating), with a recovery rating of '4', indicating S&P's expectation for average (30%-50%) recovery in the event of default. "Blue Bird's track record in terms of operating profitability is relatively short and is reflected in our 'weak' business risk profile assessment," said Standard & Poor's credit analyst Sol Samson. "We view Blue Bird's financial risk profile as 'highly leveraged,' as we expect leverage in the 4.0x-5.0x range and free operating cash flow to total debt of about 5% following the launch of the new senior secured credit facilities." Blue Bird operates across North America, with school bus manufacturing and aftermarket service and parts. The company competes as a premium product provider, charging a premium price. Blue Bird holds an approximately 30% market share but the school bus market is very competitive--and Thomas Bus and IC Bus each hold slightly larger shares. The school bus market itself has a history of variability, and municipal budget pressures across the U.S. do not auger well for sustained, robust demand. Standard & Poor's stable rating outlook reflects S&P's belief that Blue Bird will be able to sustain its operating performance at current levels for two to three years, in light of positive industry trends. It should be able to maintain or improve credit metrics unless its owners decide to declare another special dividend or embark on a major business. BRUNSWICK CORP: S&P Raises CCR to 'BB+'; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Lake Forest, Ill.-based marine, fitness, and bowling manufacturing company Brunswick Corp. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P revised its recovery ratings on both the company's senior unsecured and secured debt to '3' (50% to 70% recovery expectation) from '4' (30% to 50% recovery expectation), and raised its issue-level ratings on those issues to 'BB+' from 'BB', in accordance with S&P's notching criteria and the corporate credit rating upgrade. The recovery rating revision is attributable to a reassessment and increase of S&P's estimated EBITDA in its simulated default scenario, reflecting a more normalized level of operating performance upon emergence from a potential default situation. "The upgrade reflects our expectation that continued growth in consumer spending will drive stronger operating performance through 2015," said Standard & Poor's credit analyst Shivani Sood. Combined with Brunswick's commitment to low debt levels, S&P believes the company will sustain credit measures in line with an improved "modest" financial risk assessment and a 'BB+' corporate credit rating, even incorporating the significant revenue and EBITDA volatility in the company's marine segment over the economic cycle. "Our assessment of Brunswick's financial risk profile as modest reflects our expectation for total lease and pension adjusted debt to EBITDA in the mid- to high-1x area and funds from operations to debt between 45% and 60% through 2015. The company continued to focus on debt repayment and prudent balance sheet management in 2013. Brunswick reduced debt by $112 million and contributed $54 million to reduce the company's underfunded pension obligation. This debt reduction, in addition to reported EBITDA growth of 7% in 2013, resulted in adjusted leverage decreasing to 1.9x at the end of 2013 from 2.5x in 2012. The modest financial risk assessment also incorporates our expectation for significant variability in credit metrics over the economic cycle. Given volatility in the company's marine segment and assuming a moderate recessionary scenario after 2015, incorporating our expectations for prudent inventory and cost control, Brunswick's adjusted debt to EBITDA measure could potentially deteriorate by about 1x. However, this would translate into a meaningful reduction in variability in credit measures compared with the significant negative EBITDA the company experienced in 2009 during the last severe economic recession," S&P said. "We assess Brunswick's business risk profile as weak, which reflects the discretionary nature of consumer spending on the company's recreational marine products and the significant volatility in the company's revenue and EBITDA over multiple economic cycles. Brunswick's EBITDA declined to a low of about negative $220 million in 2009 from a high of about $600 million in mid-2006, as low consumer confidence, falling disposable income, and shrinking credit availability led to poor retail demand for recreational marine products over this period. These risk factors are partly offset by the rationalization of Brunswick's marine dealer inventory levels and lower manufacturing and administrative costs across all of its business units following multiple years of restructuring. Additionally, we believe that the company's engine and parts and accessories, fitness and billiards, and bowling segments can help moderate boat segment volatility during an economic recession," S&P added. CABEL PROPERTIES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Cabel Properties, LLC 2 Fox Run Tafton, PA 18464 Case No.: 14-02370 Chapter 11 Petition Date: May 20, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Wilkes-Barre) Judge: Hon. John J Thomas Debtor's Counsel: Jeffrey D Kurtzman, Esq. KLEHR, HARRISON, HARVEY, BRANZBURG LLP 1835 Market Street, 4th Floor Philadelphia, PA 19103 Tel: 215 569-2700 Fax: 215 568-6603 Email: jkurtzma@klehr.com Estimated Assets: $10 million to $50 million Estimated Debts: $50,000 to $100,000 The petition was signed by George P. Cabel, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CABLEVISION SYSTEMS: S&P Assigns 'BB' Rating to $500MM Sr. Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '2' recovery rating to Cablevision Systems Corp. unit CSC Holdings LLC's $500 million senior notes due 2024 to be sold under Rule 144A with registration rights. The '2' recovery rating indicates S&P's expectation for substantial (70%-90%) recovery for this unsecured debt in the event of payment default. S&P expects Cablevision Systems to use the bulk of proceeds to repay bank debt. The 'BB-' corporate credit rating on Bethpage, N.Y.-based cable operator Cablevision Systems is unchanged and the outlook remains stable. "Cablevision's cable properties benefit from the good revenue visibility from their subscription-based business model; well- clustered operations; good demographics; and high-bandwidth plant. But our business risk assessment is tempered by our expectation of video customer losses in the 4% to 5% range, mature cable operations, and formidable competition from Verizon's FiOS. These factors lead to our business risk assessment of "satisfactory." Based on our expectation of a consolidated EBITDA margin in the high-20% area, we expect debt leverage to be in the low-to-mid-5x area over the next year, consistent with a "highly leveraged" financial risk profile," said S&P. RATINGS LIST Ratings Unchanged Cablevision Systems Corp. Corporate Credit Rating BB-/Stable/-- New Rating CSC Holdings LLC $500 mil. notes due 2024 Senior Unsecured BB Recovery Rating 2 CAESARS ENTERTAINMENT: Extends Tender Offer Expiration to June 3 ---------------------------------------------------------------- Caesars Entertainment Corporation's subsidiary, Caesars Entertainment Operating Company, Inc., has amended its previously announced cash tender offers to purchase any and all of the outstanding $791,767,000 aggregate principal amount of its 5.625% Senior Notes due 2015 and any and all of the outstanding $214,800,000 aggregate principal amount of its 10.00% Second- Priority Senior Secured Notes due 2015. The Issuer is extending the previously announced early tender time of 5:00 p.m., New York City time, on May 19, 2014, to midnight, New York City time, at the end of June 3, 2014, which is also the previously announced expiration time. All other terms of the tender offers remain unchanged. Accordingly, holders of Notes who validly tender their Notes before midnight, New York City time, at the end of June 3, 2014, will be eligible to receive the previously announced total consideration of $1,048.75 for each $1,000 principal amount of the 5.625% Notes and $1,022.50 for each $1,000 principal amount of the 10.00% Notes. The previously announced withdrawal deadline of 5:00 p.m., New York City time, on May 19, 2014, has passed. As a result, holders who have previously tendered Notes and those holders who tender Notes at or before the Expiration Time may not withdraw those Notes. The tender offers are subject to conditions including the Financing Condition described in the Offer Documents (defined below). 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 above-mentioned conditions with respect to the tender offers for the Notes and to consummate the tender offers. In addition, the Issuer has the right, in its sole discretion, to terminate any of the tender offers at any time, subject to applicable law. Citigroup Global Markets Inc. is acting as Dealer Manager for the tender offers for the Notes. Questions regarding the tender offers may be directed to Citigroup Global Markets Inc. at (800) 558-3745 (toll-free) or (212) 723-6106 (collect). Global Bondholder Services Corporation is acting as the Information Agent for the tender offers. Requests for the Offer Documents may be directed to Global Bondholder Services Corporation at (212) 430-3774 (for brokers and banks) or (866) 470-4500 (for all others). About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies, with annual revenue of $4.2 billion, 20 properties on three continents, more than 25,000 hotel rooms, two million square feet of casino space and 50,000 employees. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's on mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion on $8.55 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at March 31, 2014, showed $24.37 billion in total assets, $26.65 billion in total liabilities and a $2.27 billion total deficit. * * * Caesars Entertainment carries a 'CCC' long-term issuer default rating, with negative outlook, from Fitch and a 'Caa1' corporate family rating with negative outlook from Moody's Investors Service. As reported in the TCR on Feb. 5, 2013, Moody's Investors Service lowered the Speculative Grade Liquidity rating of Caesars Entertainment Corporation to SGL-3 from SGL-2, reflecting declining revolver availability and Moody's concerns that Caesars' earnings and cash flow will remain under pressure causing the company's negative cash flow to worsen. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. CARDICA INC: Has $4.38-Mil. Net Loss in Quarter Ended March 31 -------------------------------------------------------------- Cardica, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $4.38 million on $934,000 of total net revenue for the three months ended March 31, 2014, compared with a net loss of $3.95 million on $868,000 of total net revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $7.55 million in total assets, $7.6 million in total liabilities, and a stockholders' deficit of $52,000. The Company has incurred cumulative net losses of $165.9 million through March 31, 2014, and negative cash flows from operating activities and expects to incur losses for the next several years. As of March 31, 2014, the Company had approximately $2.9 million of cash and cash equivalents, and $4.0 million of debt principal outstanding. On April 15, 2014, the Company entered into an underwriting agreement with Wedbush Securities Inc. and Craig- Hallum Capital Group LLC relating to the offering, issuance and sale of an aggregate of 32,500, 000 shares of its common stock, $0.001 par value per share and 191,474 shares of Series A Convertible Preferred Stock, $0.001 par value per share. The Series A convertible preferred stock is non-voting and is convertible into shares of the Company's common stock at a conversion rate of 100 shares of common stock for each share of Series A convertible preferred stock, provided that conversion will be prohibited if, as a result, the holder and its affiliates would own more than 9.98% of the total number of shares of the Company's common stock then outstanding unless the holder gives the Company at least 61 days prior notice of an intent to convert into shares of common stock that would cause the holder to own more than 9.98% of the total number of shares of common stock then issued and outstanding. The Company also granted to the underwriters an option to purchase up to an additional 4,875,000 shares of common stock to cover overallotments. On April 22, 2014, the Company completed the sale of 32,500,000 shares of its common stock at a price to the public of $0.85 per share and 191,474 shares of Series A Convertible Preferred Stock at a price to the public of $85 per share, and on April 29, 2014, the Company completed the sale of an additional 4,875,000 shares of common stock at $0.85 per share pursuant to the underwriters' exercise of their overallotment option. Net proceeds from the financing to the Company, including the exercise of the overallotment option, were approximately $44.5 million. The Company believes that its existing cash and cash equivalents, together with the net proceeds from this offering, will be sufficient to meet its anticipated cash needs to enable the Company to conduct its business substantially as currently conducted for at least the next 24 months. The Company would be able to extend this time period to the extent that it decreases its planned expenditures, or raises additional capital. The audit report on the Company financial statements for the year ended June 30, 2013, included an explanatory paragraph highlighting the substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available: http://is.gd/cTOL9s Redwood City, Calif.-based Cardica, Inc. (Nasdaq: CRDC) designs and manufactures proprietary stapling and anastomotic devices for cardiac and laparoscopic surgical procedures. Cardica's technology portfolio is intended to minimize operating time and enable minimally-invasive and robot-assisted surgeries. CASH STORE: Obtains Stay Extension & DIP Financing Approval ----------------------------------------------------------- The Cash Store Financial Services Inc. on May 21 disclosed that the Ontario Superior Court of Justice (Commercial List) has granted an Order extending the stay of proceedings in Cash Store Financial's proceedings under the Companies' Creditors Arrangement Act to June 17, 2014. The Court also authorized the Company and its subsidiaries to enter into an amended and restated debtor-in-possession financing agreement pursuant to which an aggregate amount of up to $14.5 million will be available to the Company to permit it to continue operations during the CCAA proceedings. The Amended DIP Agreement contains an extension option that will permit Cash Store Financial, with the consent of the DIP Lenders, to increase the amount of DIP financing available under the Amended DIP Agreement to a total amount of $16.5 million, subject to the terms and conditions of the agreement. In accordance with the terms of the Amended DIP Agreement, Cash Store Financial has repaid $8.5 million to the DIP Lenders from the proceeds of certain tax refunds received by the Company. This amount cannot be re- borrowed. The total amount of new funding available under the Amended DIP Agreement is $6 million plus an additional $2 million if the extension option is exercised in accordance with its terms. Continued protection under the CCAA and the new financing available under the Amended DIP Agreement will provide Cash Store Financial with additional time and stability to continue its restructuring under the CCAA, with the assistance of the Court- appointed Chief Restructuring Officer of the Company, the Court- appointed Monitor and the Court. Cash Store Financial is committed to completing its restructuring process quickly and efficiently. The Company remains open for business and its branches continue to operate. Further details concerning the Company's restructuring can be obtained from the CRO, William Aziz, at baziz@bluetreeadvisors.com Further details regarding the CCAA proceedings are available on the Monitor's website at: http://cfcanada.fticonsulting.com/cashstorefinancial/ About Cash Store Financial Headquartered in Edmonton, Alberta, Cash Store Financial Services Inc. (TSX: CSF) is a lender and broker of short-term advances and provider of other financial services in Canada. Cash Store Financial operates 510 branches across Canada under the banners "Cash Store Financial" and "Instaloans". Cash Store Financial also operates 27 branches in the United Kingdom. Cash Store Financial is not affiliated with Cottonwood Financial Ltd. or the outlets Cottonwood Financial Ltd. operates in the United States under the name "Cash Store". Cash Store Financial does not do business under the name "Cash Store" in the United States and does not own or provide any consumer lending services in the United States. Cash Store Financial reported a net loss and comprehensive loss of C$35.53 million for the year ended Sept. 30, 2013, as compared with a net loss and comprehensive loss of C$43.52 million for the year ended Sept. 30, 2012. As of Sept. 30, 2013, the Company had C$164.58 million in total assets, C$165.90 million in total liabilities and a C$1.32 million shareholders' deficit. CATASYS INC: Revenue Increased 161% in Fourth Quarter ----------------------------------------------------- Catasys, Inc., reported a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues in 2012. For the fourth quarter of fiscal 2013, total revenues increased 161 percent to $468,000 compared with $179,000 for the same period last year. Increased total revenues are primarily a result of an increase in healthcare services revenue. The Company reported a loss from operations before taxes of $1,494,000, or $(0.08) per basic and diluted share, for the fourth quarter of 2013, compared with a loss of $5,777,000, or $(0.66) per basic and diluted share, in the fourth quarter last year. The financial statements have been retroactively restated to reflect the 10-for-1 reverse stock split that occurred on May 6, 2013. As of Dec. 31, 2013, the Company had $2.62 million in total assets, $20.66 million in total liabilities and a $18.04 million total stockholders' deficit. Rick Anderson, president and COO commented, "We signed two national plans in 2013, bringing us to five operational health care services contracts. These are pivotal events as we anticipate that the two combined national plans, along with several other new plans will provide the critical mass that we need to be cash flow positive as those programs ramp up to full enrollment. We have proven our business model and are gaining significant momentum. Expanding enrollment percentages are providing a powerful revenue driver to our business model. With savings to health plans in excess of 50%, and a retention rate of greater than 80% for OnTrak enrollees, we expect this momentum to continue in 2014 and beyond." Mr. Anderson continued, "In the first quarter of 2014 we signed our first Medicaid plan, which has already launched in one state. This provides us the opportunity to prove out our outcomes in a Medicaid population, which, if successful, we expect to provide the catalyst for the plan to rollout nationally. We consider Medicaid to be an important and growing segment, as a larger portion of Medicaid plans generally suffer from the consequences of substance dependence than in a commercial plan." A copy of the press release is available for free at: http://is.gd/vSTg6u About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues during the prior year. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "[W]e currently expend cash at a rate of approximately $500,000 per month, excluding non-current accrued liability payments. We also anticipate cash inflow to increase during 2014 as we continue to service our executed contracts. We expect our current cash resources to cover expenses into June 2014; however delays in cash collections, revenue, or unforeseen expenditures could impact this estimate. We are in need of additional capital and while we are currently in discussions with our existing stockholders regarding additional financing there is no assurance that additional capital can be raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders," the Company said in the Annual Report. CBAC BORROWER: S&P Assigns 'B-' CCR & Rates $310MM Facilities 'B-' ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B-' corporate credit rating to CBAC Borrower LLC. The outlook is stable. At the same time, S&P assigned CBAC's $310 million first-lien senior secured credit facilities our 'B-' issue-level rating (at the same level as the corporate credit rating). S&P also assigned this debt a recovery rating of '3', indicating its expectation of meaningful (50%-70%) recovery for lenders in the event of a payment default. The first-lien credit facilities consist of a $10 million revolving credit facility due 2018, a $225 million funded term loan due 2020, and a multiple-draw senior secured delayed-draw term loan (12-month and 18-month) in an aggregate amount of $75 million due 2020. "The 'B-' corporate credit rating reflects our assessment of CBAC's business risk profile as 'vulnerable' and its financial risk profile as 'highly leveraged,'" said Standard & Poor's credit analyst Melissa Long. S&P's business risk profile assessment of "vulnerable" reflects the construction and execution risk associated with developing and opening a new casino, reliance on a single property for cash flow in a market with existing competition and future competition, challenges associated with operating in an urban location, and the stringent revenue allocation structure imposed by the State of Maryland on video lottery terminal (VLT) win, which limits profitability. S&P's business risk assessment also incorporates favorable demographics in the Baltimore/Washington, D.C. gaming market, the experience of the development management team in developing and operating regional casinos, and the expected inclusion of the Horseshoe Baltimore casino in a strong player loyalty program. S&P's financial risk profile assessment of "highly leveraged" reflects its belief that new gaming projects are often somewhat slow to ramp up operations because of uncertain demand and challenges in managing initial costs effectively, particularly in the first few months after opening, which can lead to poor profitability. In addition, S&P believes liquidity could be pressured if initial operations are weaker than expected. CBAC relies on a single property for cash flow generation, and the interest reserve account will provide a very limited three-month cushion after the construction period has ended. The stable rating outlook reflects S&P's view that adequate funding is in place to complete the construction of the casino and that the property will ramp up steadily to generate sufficient cash to service the proposed capital structure in its second year of operation. S&P could lower the rating if it believes construction delays or cost overruns would lead to a potential liquidity shortfall, particularly given a relatively thin interest reserve. Additionally, S&P could lower the rating if operating results upon opening are weaker than we expect, as this could lead to a potential liquidity shortfall. S&P believes an upgrade is unlikely over the next two years, as it would not consider a higher rating until the casino is open and S&P can observe operating performance. After opening, S&P could raise its rating if the casino ramps up faster than its current expectation, such that S&P expects EBITDA coverage of total interest to improve to 2x sooner than it currently expects. CERIDIAN LLC: Moody's Assign Caa2 Rating to $855MM Senior Notes --------------------------------------------------------------- Moody's Investors Service rated Ceridian LLC's new $855 million Senior Notes due November 2017 at Caa2. Proceeds of the Senior Notes are being used to refinance the $855 million of existing Senior Notes due November 2015. The new Senior Notes have substantially identical terms to the existing Senior Notes, including the guarantees and change of control provisions. The B3 Corporate Family Rating and stable rating outlook is unchanged. Ratings Rationale "The refinancing of the two tranches of Senior Notes with the new Senior Notes pushes out the maturities of both the senior unsecured debt (to November 2017) as well as the $1.4 billion Senior Secured Term Loan B, whose maturity will automatically extend to May 2017 as a result of the refinancing," noted Terry Dennehy, Senior Analyst at Moody's Investors Service. Ceridian's B3 corporate family rating reflects Ceridian's high financial leverage with the expectation of an elevated level of debt to EBITDA (Moody's adjusted) of about 7x, and only modestly positive free cash flow, as well as a high level of cyclicality in both its human resources and card servicing businesses. Ceridian faces intense competition from larger U.S. payroll processors with greater financial resources but is a leader in fuel payment cards for U.S. long haul truckers and corporate payment cards for various other industries, which provides customer diversity. Ceridian's business model provides for a relatively predictable recurring revenue stream because of the long term contracts and high retention of its installed user base because of the high switching costs. Nevertheless, high unemployment and low interest rates negatively affect Ceridian's financial results. With a slow growth economy, we expect that profitability and free cash flow will grow slowly resulting in a modest reduction in financial leverage over the next two years. The stable outlook reflects Moody's expectation that Ceridian will experience some improvement in revenue and FCF in 2013 and 2014 as DayForce HCM rolls out and Ceridian benefits from the cost reduction efforts of the past two years. Moody's expects that debt to EBITDA (Moody's adjusted) will decline to below 7x over the next year. The ratings could be upgraded if Ceridian achieves sustained growth in revenues, profit, and FCF such that Moody's expects that the ratio of debt to EBITDA (Moody's adjusted) will be sustained below 6x and FCF to debt (Moody's adjusted) will be sustained above the low single digits. Ceridian's ratings could be downgraded if Ceridian engages in shareholder-friendly actions prior to meaningful debt reduction. The rating could also be lowered if Ceridian fails to achieve organic revenue and EBITDA growth such that Moody's expects the ratio of debt to EBITDA (Moody's adjusted) to remain over 7x over the next year. The principal methodology used in this rating was the Global Business and Consumer Services Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative Grade Non-Financial Companies in the US, Canada, and EMEA, published in June 2009. Ceridian, based in Minneapolis, Minnesota, is a services and transaction processing company primarily in the human resource, transportation, and retail markets. CERIDIAN LLC: S&P Rates $855-Mil. Senior Notes Due 2017 'CCC' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned a 'CCC' rating with a recovery rating of '6' to Ceridian LLC's proposed $855 million of senior notes due 2017, co-issued by its subsidiary, Comdata Inc. The '6' recovery rating indicates S&P's expectations of negligible recovery (0-10%) in the event of a payment default. "At the same time, we affirmed the existing 'B-' corporate credit rating and existing issue-level ratings. The outlook is stable," S&P related. "Our 'B-' corporate credit rating reflects the company's "fair" business risk profile reflecting the company's moderate position in a highly competitive market, and its "highly leveraged" financial risk profile reflecting its high level of debt. The 'b' anchor score is adjusted downwards by one notch reflecting the company's high leverage compared to other 'B' rated peer companies," S&P added. With annual revenues of $1.5 billion for the 12 months ended March 2014, Ceridian is an information services company that serves the human resources and capital management (HCM; 61% of 2013 revenue) and payment systems industries (39%). The HCM business was bolstered through the 2012 acquisition of Canada-based Dayforce. The payment systems industry primarily serves the transportation industry and prepaid card industries, but the company has been branching out into adjacent and ancillary products. The stable rating outlook reflects S&P's expectation that improving economic conditions and the Company's ongoing business transition will continue to have a positive impact on the company's revenue and margins. CFR PHARMACEUTICALS: S&P Puts 'BB+' CCR on CreditWatch Positive --------------------------------------------------------------- Standard & Poor's Ratings placed its 'BB+' corporate credit and issue ratings on CFR Pharmaceuticals S.A. (CFR) on CreditWatch with positive implications. The CreditWatch placement follows the announcement that Abbott Laboratories (Abbott; A+/Stable/A-1+) has agreed to acquire about 73% of CFR's issued and outstanding shares. Abbott has until Nov. 3, 2014 to make the offer for the rest of CFR's outstanding shares in order to have 100% control in CFR. Assuming the acquisition is completed (either for 73% or 100%), S&P could raise its ratings on CFR depending on its assessment of the potential support from its new parent company and if the change-of-control acceleration clause in CFR's $300 million outstanding unsecured notes isn't triggered. S&P do not expect substantial operating changes for CFR following its buyout but it believes it could benefit from potential synergies and Abbott's expertise in the health care industry. Additionally, S&P don't expect changes in the company's business or financial risk profiles. S&P expects the transaction to close during the second half of 2014, subject to government and regulatory approvals. Standard & Poor's will resolve the CreditWatch when the transaction is successfully completed, which could extend beyond our usual three-month resolution horizon. CHINA PRECISION: Receives NASDAQ Delisting Notice ------------------------------------------------- China Precision Steel, Inc., a niche precision steel processing Company principally engaged in producing and selling high precision, cold-rolled steel products, on May 21 disclosed that on May 15, 2014, the Company received a delisting notice from NASDAQ Stock Market, LLC due to the failure to pay certain fees required by Listing Rule 5250(f). The Company elects not to appeal. Trading of the China Precision Steel's common stock on the NASDAQ will be suspended at the opening of business on May 27, 2014. The Company's security will immediately begin to trade on the OTC Bulletin Board under the trading symbol CPSLQ. About China Precision Steel China Precision Steel -- http://chinaprecisionsteelinc.com-- is a niche precision steel processing company principally engaged in the production and sale of high precision cold-rolled steel products and provides value added services such as heat treatment and cutting medium and high carbon hot-rolled steel strips. China Precision Steel's high precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel products are mainly used in the production of automotive components, food packaging materials, saw blades, steel roofing and textile needles. The Company sells to manufacturers in the People's Republic of China as well as overseas markets such as Nigeria, Ethiopia, Thailand and Indonesia. China Precision Steel was incorporated in 2002 and is headquartered in Sheung Wan, Hong Kong. CHINA SHIANYUN: Delays Form 10-K for 2013 ----------------------------------------- China Shianyun Group Corp., Ltd., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Sept. 30, 2013. The Company said it is in the process of preparing its consolidated financial statements as at Dec. 31, 2013, and for the fiscal year then ended. "The process of compiling and disseminating the information required to be included in its Form 10-K Annual Report for the 2013 fiscal year, as well as the completion of the required audit of the Registrant's financial information, could not be completed by March 31, 2014 without incurring undue hardship and expense. The Registrant undertakes the responsibility to file such annual report no later than fifteen calendar days after its original due date," the Company stated. About China Shianyun China Shianyun Group Corp., Ltd, formerly known as China Green Creative, Inc., develops and distributes consumer goods, including herbal teas, health liquors, meal replacement products, and cured meat using ecological breeding methods in China. The Company is based in Shenzhen Guandong Province, China. China Shianyun reported a net loss of $381,508 on $2 million of revenues for the year ended Dec. 31, 2013, as compared with net income of $635,873 on $6.87 million of revenues in 2012. As of Dec. 31, 2013, the Company had $4.85 million in total assets, $5.76 million in total liabilities and a $906,622 total stockholders' deficit. Albert Wong & Co., in Hong Kong, China, 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 significant accumulated deficits and negative working capital that raise substantial doubt about the Company's ability to continue as a going concern. COFFEE REGIONAL: S&P Revises Outlook to Neg, Affirms 'BB-' Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook to negative from stable and affirmed its 'BB-' long-term rating on Coffee County Hospital Authority, Ga.'s series 2004 hospital revenue refunding bonds, issued for Coffee Regional Medical Center Inc. (CRMC). "The outlook revision reflects our view of the medical center's multiple years of operational inefficiencies, leading to materially wider operating losses in fiscal years 2013 and 2012 compared with historic results," said Standard & Poor's credit analyst Santo Barretta. Weakened operations have deteriorated unrestricted reserves significantly as coverage fell to a little more than 1x, and as cash on hand has fallen to levels near the liquidity covenant requirements of the series 2004 bonds. The weak operations primarily reflect a material drop in admissions and increased expenses as management has historically focused on improving quality of care. Management reports that additional factors contributing to the weaker operations include physician productivity, as well as high bad debt expenses and charity care deductions that stem from a challenging local economy. After 24 years with the CRMC, the previous CEO gave notice of resignation in June 2013, and subsequently left in May 2014 upon the arrival of his successor. S&P anticipates the newly hired CEO will begin to implement initiatives to increase operational efficiency although S&P do not anticipate that this impact will fully materialize until fiscal years 2015 and 2016. COMARCO INC: Agrees to Settle with Chicony for $7.6 Million ----------------------------------------------------------- Comarco, Inc., through its wholly-owned subsidiary Comarco Wireless Technologies, Inc., has been party to litigation with Chicony Power Technology, Co. Ltd. The litigation primarily related to the Company's Bronx power adaptor that was manufactured by Chicony and subject to recall in April 2010. On Feb. 4, 2014, a jury returned a verdict in the Company's favor and awarded the Company damages of approximately $10.8 million, offset by previously accrued liabilities to Chicony of $1.1 million, for a net award to us of approximately $9.7 million. The verdict was subject to appeal. Effective as of May 15, 2014, Chicony entered into a settlement agreement with the Company that dismisses all claims between the parties arising from the litigation. Pursuant to the terms of the settlement agreement, Chicony agreed to pay the Company $7.6 million in lieu of the jury's net award of $9.7 million or any other related costs or fees. Four million dollars ($4 million) of the settlement amount was paid to the Company on May 16, 2014, with the balance of $3.6 million payable to us on June 2, 2014. Further pursuant to the settlement agreement, each party released the other and its affiliates from any and all claims related to the subject matter of the litigation and the Company covenanted not to sue Chicony on the next 500,000 power adapters sold by Chicony after May 15, 2014, that the Company alleges infringe on our intellectual property rights. The settlement agreement also contains other representations, warranties and covenants of both parties that are customary for an agreement of this type. A copy of the Settlement Agreement and Release is available for free at http://goo.gl/tWkfxQ 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. Comarco reported 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. COMMUNITYONE BANCORP: U.S. Treasury to Sell 1.1 Million Shares -------------------------------------------------------------- CommunityOne Bancorp and CommunityOne Bank, N.A., entered into an underwriting agreement with the U.S. Department of the Treasury (the "Selling Shareholder"), Keefe, Bruyette & Woods, Inc., and Sandler O'Neill & Partners, L.P., as joint book running managers, in connection with the offering by the Selling Shareholder of 1,085,554 shares of the Company's common stock at a price of $9.35 per share. Keefe, Bruyette & Woods, Inc., also was the qualified independent underwriter for the offering. The Company will not receive any proceeds from the offering. About CommunityOne CommunityOne Bancorp (formerly FNB United) is the North Carolina- based bank holding company for CommunityOne Bank, N.A. (community1.com), which offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth and online banking services through 55 branches in 44 communities throughout the central, southern and western regions of the state. CommunityOne Bancorp incurred a net loss of $1.48 million in 2013, a net loss of $40 million in 2012 and a $137.31 million net loss in 2011. The Company's balance sheet at March 31, 2014, showed $2 billion in total assets, $1.92 billion in total liabilities and $85.33 million in total shareholders' equity. COMPETITIVE TECHNOLOGIES: Delays Form 10-K for 2013 --------------------------------------------------- Competitive Technologies Inc. was unable, without unreasonable effort or expense, to file its annual report on Form 10-K for the year ended Dec. 31, 2013, by the March 31, 2014, filing date applicable to smaller reporting companies due to a delay experienced by the Company in completing its financial statements and other disclosures in the Annual Report. As a result, the Company is still in the process of compiling required information to complete the Annual Report and its independent registered public accounting firm requires additional time to complete its review of the financial statements for the year ended Dec. 31, 2013, to be incorporated in the Annual Report. The Company anticipates that it will file the Annual Report no later than the fifteenth calendar day following the prescribed filing date. 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 incurred a net loss of $3 million on $546,139 of gross profit from product sales in 2012, as compared with a net loss of $3.59 million on $1.86 million of gross profit from product sales in 2011. The Company's balance sheet at Sept. 30, 2013, showed $4.70 million in total assets, $10.42 million in total liabilities, and a $5.71 million total shareholders' deficit. Mayer Hoffman McCann CPAs (The New York Practice of Mayer Hoffman McCann P.C.), in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that at Dec. 31, 2012, the Company has incurred operating losses since fiscal year 2006. COOPER-BOOTH: Can Access East West Bank Financing ------------------------------------------------- The Hon. Magdeline D. Coleman of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized Cooper-Booth Wholesale Company and its debtor-affiliate, Cooper-Booth Management Company, to access, on a final basis, secured post-petition financing for automated clearing house transfer (ACH), not to exceed $300,000 per day under a secured debtor-in-possession ACH Credit Facility from East West Bank. The Debtors said they have a need to obtain the ACH credit facility, in order to, among other things, permit orderly collection of their accounts by ACH Transfers from its customers, enhance their working capital needs, reduce the time required to collect accounts, and reduce the credit risk otherwise associated with the collection of its accounts. Judge Coleman noted the Debtors will deposit $300,000 into a segregated deposit account at the DIP Depository Bank. The funds deposited into the segregated account will also be subject to their prepetition lender PNC, National Association, and Zurich American Insurance Company's security interest which will be subordinate in all aspects to the rights of the DIP Depository Bank. About Cooper-Booth Wholesale Cooper-Booth Wholesale Company, L.P. and two affiliates sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 13-14519) in Philadelphia on May 21, 2013, after the U.S. government seized the Company's bank accounts to recover payments made by a large customer caught smuggling Virginia-stamped cigarettes into New York. Serving the mid-Atlantic region, Cooper is one of the top 20 convenience store wholesalers in the country. Cooper supplies cigarettes, snacks, beverages and other food items from Hershey's, Lellogg's, Bic, and Mars to convenience stores. Cooper has been in the wholesale distribution business since 1865 when the Booth Tobacco Company was incorporated in Lancaster, Pennsylvania. The Company has been family owned and operated for three generations. Aris J. Karalis, Esq., and Robert W. Seitzer, Esq., at Maschmeyer Karalis, P.C., in Philadelphia, serve as the Debtors' bankruptcy counsel. Executive Sounding Board Associates, Inc., is the financial advisor. SSG Advisors, LLC, serves as investment bankers. Blank Rome LLP represents the Debtor in negotiations with federal agencies concerning the seizure warrant. Cooper-Booth Wholesale Company, L.P., and its affiliates filed a joint disclosure statement in respect of its plan of reorganization dated Feb. 28, 2014. The Plan provides for the reorganization of the Debtors and their continued existence after the Effective Date as Reorganized Debtors. The Plan provides for the payment of 100% of the Allowed Claims in each Class. The funds to make the Distributions required under the Plan will be comprised of cash on hand and the loan proceeds from an exit financing facility, which is a senior credit facility in an aggregate amount of $35 million to be provided by an Exit Financing Lender. CREATIVE CIRCLE: Moody's Assigns 'B2' Corporate Family Rating ------------------------------------------------------------- Moody's Investors Service assigned to Creative Circle, LLC, a B2 Corporate Family Rating (CFR), a B2-PD probability of default rating, and B1 and Caa1 ratings to the company's senior 1st lien and 2nd lien credit facilities, respectively. The ratings outlook is stable. Creative Circle will use the proceeds from the credit facilities to refinance existing indebtedness, fund a distribution to its shareholders and pay transaction fees and expenses. Ratings Rationale The B2 CFR reflects Creative Circle's small operating scale, its highly competitive operating environment and moderately high leverage of about 5.0x (total debt to LTM 1Q 2014 EBITDA, including adjustments for capitalized operating leases) at the close of the proposed recapitalization. The rating also reflects Creative Circle's exposure to cyclical temporary staffing trends and to corporate spending on advertising and marketing projects as a result of the company's focus as a provider of freelance placement and staffing services to domestic advertising and design agencies and corporate marketing and communications departments. The B2 CFR is supported by Creative Circle's track record of strong organic growth, especially since 2009, and its ability to win new customers as well as grow revenues from existing relationships and maintain high EBITDA margins. Moody's expects Creative Circle's revenues to grow by at least the high single digit percentages and its free cash flow of about 10% to 15% of total debt over the next 12 to 18 months. The company has very modest customer revenue concentration. Moody's expects Creative Circle's financial policies to remain shareholder-friendly under its financial sponsors. Creative Circle has adequate liquidity comprising its projected free cash flow and availability under the new $15 million revolving credit facility. The stable ratings outlook reflects Creative Circle's good revenue growth prospects and free cash flow. Moody's could downgrade Creative Circle's ratings if revenue growth weakens or EBITDA margins decline such that Moody's believes that the company is unlikely to sustain total debt to EBITDA below 5.0x (Moody's adjusted) or free cash flow to debt above 5%. Given Creative Circle's small operating scale as reflected in its modest levels of earnings and Moody's expectation of shareholder- friendly financial policies, a ratings upgrade is not anticipated in the intermediate term. However, Moody's could upgrade Creative Circle's ratings over time if the company substantially increases its revenue base, demonstrates strong growth in cash flow from operations and if Moody's believes that the company will pursue balanced financial policies. Issuer: Creative Circle, LLC Assignments: Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD US$15M First Lien Revolving Credit Facility, Assigned B1, LGD3, 40% US$150M First Lien Term Loan Facility, Assigned B1, LGD3, 40% US$35M Second Lien Term Loan Facility, Assigned Caa1, LGD6, 91% Creative Circle is a leading provider of creative staffing services with 20 offices in North America. The company's headquarters are in Los Angeles, CA. Morgan Stanley Global Private Equity owns majority equity interest in Creative Circle. The principal methodology used in these ratings was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. CRYOPORT INC: Incurs $19.5 Million Net Loss in Fiscal 2014 ---------------------------------------------------------- Cryoport, Inc., reported a net loss of $1.44 million on $834,826 of net revenues for the three months ended March 31, 2014, as compared with a net loss of $1.71 million on $368,490 of net revenues for the same period in 2013. For the year ended March 31, 2014, Cryoport reported a net loss of $19.56 million on $2.65 million of net revenues as compared with a net loss of $6.38 million on $1.10 million of net revenues for the year ended March 31, 2014. The Company's balance sheet at March 31, 2014, showed $1.70 million in total assets, $4.01 million in total liabilities and a $2.30 million total stockholders' deficit. Cryoport's Chief Executive Officer, Jerrell Shelton, commented, "Over the past year we have delivered on several of our key goals and reported triple digit growth for each quarter. We have been able to quickly scale the business while also increasing our profitability, and improving gross profit over the prior year by $924,000. For this period, our SG&A and R&D costs were down slightly over last year, but will increase as we continue to scale the business. We believe the growth trend of our business and the overall growth trends for the life sciences industry, which uses our advanced, leading-edge cryogenic logistics solutions, are the perfect scenario to drive future profitable growth for Cryoport." A copy of the Form 10-Q is available for free at: http://goo.gl/XE9Nwu About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $563,104 at March 31, 2013, management has estimated that cash on hand, which include proceeds from convertible bridge notes received in the fourth quarter of fiscal 2013, will only be sufficient to allow the Company to continue its operations into the second quarter of fiscal 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern. Cryoport incurred a net loss of $6.38 million for the year ended March 31, 2013, as compared with a net loss of $7.83 million for the year ended March 31, 2012. CSC HOLDINGS: Fitch Assigns 'BB' Rating to $750MM Unsecured Notes ----------------------------------------------------------------- Fitch Ratings has assigned a 'BB' rating to CSC Holdings LLC's (CSCH) $750 million issuance of 5.25% senior unsecured notes due 2024. Fitch expects the proceeds from the issuance will be used to repay a portion of the company's existing credit facility. Outside of an extension of CSCH's maturity profile, the company's credit profile has not substantially changed. CSCH is a wholly owned subsidiary of Cablevision System Corporation (CVC) and each have a Fitch Issuer Default Rating of 'BB-'. CVC had approximately $9.8 billion of consolidated debt outstanding as of March 31, 2014. KEY RATING DRIVERS -- CVC's credit and operating profile weakly positions the company within the current rating category; -- The Negative Outlook reflects a likely delay in expected improvement in CVC's credit profile; -- Fitch's expectation for near-term debt reduction supports the current ratings. The Negative Outlook incorporates Fitch's belief that CVC's credit profile, while strengthening somewhat, remains weakly positioned within the current ratings. This is the result of its attempts to offset rising programming and employee compensation costs with price increases and operational efficiency initiatives aimed at accelerating revenue growth and improving EBITDA margins. Expected EBITDA margin improvement coupled with normalizing capital expenditures will enhance the company's ability to deliver stronger free cash flow (FCF) metrics during 2014 and could result in leverage that is within expectations for the current rating category. Programming cost inflation represents a significant and likely permanent shift in CVC's cost structure. CVC expects double-digit programming cost inflation will remain into 2014. Positively, in addition to ongoing pricing initiatives put in place during the first half of 2013, CVC plans to partially offset the cost inflation by driving costs out of other parts of its cost structure through reducing the transaction volume of its business and improve operational efficiencies. These actions have resulted in CVC's LTM EBITDA margin expanding 193 basis points to 28.3% during first quarter 2014 (1Q'14) relative to the same period last year. The company anticipates EBITDA growth in the mid-to-high single digits for the remainder of 2014. However, Fitch believes CVC's EBITDA margins continue to lag its peer group. CVC anticipates capex will remain elevated at a level similar to 2013. Fitch expects capex priorities will continue to include the expansion of CVC's WI-FI network overlay including along key train routes and stations during 2014. Additionally, the company has upgraded its cable head-ends to facilitate the launch of its DVR Plus service -- CVC's remote storage or cloud-based DVR service. Finally, the company is in the process of deploying its Optimum Programming Guide to its subscriber base. The increased level of investment, while prudent from a competitive standpoint, together with the company's lackluster operating profile will diminish FCF generation relative to Fitch's prior expectations. CVC's financial strategy is centered on opportunistically reducing debt and improving its credit profile. The company utilized cash from asset sales and litigation settlements to reduce outstanding debt and ended 1Q'14 with consolidated leverage of 5.5x, which is an improvement from 5.8x as of year-end 2013 and as of March 31, 2013. Fitch expects initiatives to improve operational efficiency and ongoing pricing actions will expand EBITDA margins modestly during 2014 and 2015. The operating initiatives and debt reduction should strengthen credit protection metrics. Fitch believes CVC's leverage metric will range between 5.6x and 5.4x at year-end 2014. Fitch considers CVC's liquidity position and overall financial flexibility to be adequate given the current rating. The company's liquidity position is supported by cash on hand totaling $768 million as of March 31, 2014 and available borrowing capacity from CSCH's $1.5 billion revolver expiring April 2018. In the short term, CVC's financial flexibility is constrained somewhat by management's decision to increase capital spending to improve operations and position the company for long-term success. The increased capital spending along with higher programming expenses will hamper CVC's ability to continue generating FCF at a level commensurate with historical levels. Fitch expects higher FCF generation during 2014 through EBITDA growth and stabilizing capital intensity. CVC extended its maturity profile and reduced the volume of maturities between 2014 and 2017 after refinancing its credit facility in April 2013. Scheduled maturities (excluding collateralized monetization transactions) consist of $42 million during the remainder of 2014, $71 million during 2015 and $575 million in 2016. CVC's conservative posture related to its share repurchase program, while maintaining a consistent dividend is positive for the company's credit profile. The company did not repurchase any shares during 2013 or in 1Q'14 (versus $188.6 million in 2012). As of March 31, 2014, CVC had $455.3 million of availability remaining under its stock repurchase program. RATING SENSITIVITIES: Key considerations that can lead to a stabilization of the current ratings include but are not limited to: -- Further strengthening of the company's credit profile and a sustained reduction of leverage to below 5.5x; -- Clear indications that pricing and cost reduction initiatives are producing desired revenue growth acceleration and EBITDA margin expansion; -- Positive FCF generation; -- Cablevision demonstrating that its operating profile will not materially decline in the face of competition and the soft economic recovery. Negative ratings actions would likely coincide with: -- The company's inability to realize the expected benefits of its operating strategies and strengthen its operating profile. Specifically, Fitch will be looking for mid-single-digit ARPU growth, cable segment operating margins returning to the mid- to-high 30% range and positive FCF generation; -- Fitch's belief that CVC's consolidated leverage will remain above 5.5x in the absence of a clear path to de-lever the company will likely spur a negative rating action; -- The re-initiation of aggressive share repurchases while leverage remains elevated. Fitch has the following ratings with a Negative Outlook: Cablevision Systems Corporation -- IDR 'BB-'; -- Senior Unsecured Debt 'B-' CSC Holdings LLC -- IDR at 'BB-' -- Senior Secured Credit Facility 'BB+' -- Senior Unsecured Debt 'BB' CUI GLOBAL: Incurs $488,000 Net Loss in First Quarter ----------------------------------------------------- CUI Global, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a consolidated net loss of $487,918 on $16.89 million of total revenue for the three months ended March 31, 2014, as compared with a consolidated net loss of $462,092 on $10.05 million of total revenue for the same period during the prior year. As of March 31, 2014, the Company had $100.14 million in total assets, $28.68 million in total liabilities and $71.45 million in total stockholders' equity. As of March 31, 2014, CUI Global held Cash and cash equivalents of $15,235,396 and investments of $11,733,934. A copy of the Form 10-Q is available for free at: http://goo.gl/ZXU29q About CUI Global Tualatin, Ore.-based CUI Global, Inc., formerly known as Waytronx, Inc., is a platform company dedicated to maximizing shareholder value through the acquisition, development and commercialization of new, innovative technologies. CUI Global reported a net loss allocable to common stockholders of $1.75 million in 2013, a net loss allocable to common stockholders of $2.52 million in 2012 and a net loss allocable to common stockholders of $48,763 in 2011. DELTATHREE INC: Incurs $331,000 Net Loss in First Quarter --------------------------------------------------------- deltathree, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $331,000 on $4.31 million of revenues for the three months ended March 31, 2014, as compared with a net loss of $356,000 on $3.73 million of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.17 million in total assets, $8.37 million in total liabilities and a $7.20 million total stockholders' deficiency. The Company believes that, unless it is able to increase revenues and generate additional cash, its current cash and cash equivalents will not satisfy its current projected cash requirements beyond the immediate future. As a result, there is substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available for free at: http://is.gd/UXRwu1 About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. deltathree reported a net loss of $1.81 million on $16.08 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.57 million on $13.68 million of revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.27 million in total assets, $8.65 million in total liabilities and a $7.37 million total stockholders' deficiency. Brightman Almagor Zohar & Co., 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's recurring losses from operations and deficiency in stockholders' equity raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation and/or ceasing operations. In the event that the Company requires but is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code," the Company said in the Annual Report for the year ended Dec. 31, 2013. DELTATHREE INC: Rob Stevanovski Stake at 77.8% as of March 28 ------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, D4 Holdings, LLC, Manna Holdings, LLC, Praescient, LLC, and Robert Stevanovski disclosed that as of March 28, 2014, they beneficially owned 116,746,325 shares of common stock of deltathree, Inc., representing 77.8 percent of the shares outstanding. The reporting persons previously owned 106,746,325 common shares or 76.2 percent equity stake at Nov. 13 2012. A copy of the regulatory filing is available for free at: http://is.gd/hXAgrq About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. deltathree reported a net loss of $1.81 million in 2013 following a net loss of $1.57 million in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.27 million in total assets, $8.65 million in total liabilities and a $7.37 million total stockholders' deficiency. Brightman Almagor Zohar & Co., 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's recurring losses from operations and deficiency in stockholders' equity raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company may begin to explore all strategic alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation and/or ceasing operations. In the event that the Company requires but is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code," the Company said in the Annual Report for the year ended Dec. 31, 2013. DIOCESE OF HELENA: Aug. 11 Set as Sexual Abuse Claims Bar Date -------------------------------------------------------------- The Bankruptcy Court for the District of Montana has established Aug. 11, 2014, at 4:30 p.m. (Mountain Daylight Time) as the deadline to file sexual abuse claims or general claims against the Roman Catholic Bishop of Helena, Montana. For more information on how to obtain and file a proof of claim and associated documents: (a) visit the Debtor's website at http://www.diocesehelena.org/ (b) call the Debtor's toll-free hotline at 800-584-8914; or (c) call the Official Committee Of Unsecured Creditors appointed in the case at 866-622-3105. About the Diocese of Helena The Roman Catholic Bishop of Helena, Montana, a Montana Religious Corporation Sole (a/k/a Diocese of Helena) sought protection under Chapter 11 of the Bankruptcy Code on Jan. 31, 2014, to resolve more than 350 sexual-abuse claims. The Chapter 11 case (Bankr. D. Mont. Case No. 14-60074) was filed in Butte, Montana. Attorneys at Elsaesser Jarzabek Anderson Elliott & MacDonald, Chtd., serve as counsel to the Debtor. Gough, Shanahan, Johnson & Waterman PLLP has been tapped as special counsel to provide legal advice relating to sexual abuse claims. Several Roman Catholic dioceses in the U.S. have filed for bankruptcy to settle claims from current and former parishioners who say they were sexually molested by priests. The Roman Catholic Bishop of Helena filed its schedules of assets and liabilities, which show assets with a value of more than $16.037 million against debt totaling $33.6 million. The filings also showed that the diocese has $4.7 million in secured debt. Creditors of the diocese assert $28.89 million in unsecured non-priority claims. The U.S. Trustee for Region 18 appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee has retained Pachulski Stang Ziehl & Jones LLP as counsel. The Court installed Michael R. Hogan as the legal representative for these sex abuse victims: (a) are under 18 years of age before the Claims Bar Date; (b) neither discovered nor reasonably should have discovered before the Claims Bar Date that his or her injury was caused by an act of childhood abuse; or (c) have a claim that was barred by the applicable statute of limitations as of the Claims Bar Date but is no longer barred by the applicable statute of limitations for any reason, including for example the passage of legislation that revives such claims. DRIVETIME AUTOMOTIVE: S&P Affirms 'B' ICR & Rates Sr. Notes 'B' --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its 'B' issuer credit ratings on DriveTime Automotive Group Inc. and DT Acceptance Corp. (collectively, DriveTime) and assigned a 'B' rating to the proposed senior secured notes. The rating outlook is stable. DriveTime announced today that it plans to issue $400 million of senior secured notes and use the proceeds to repay its existing $250 senior secured notes and partially pay down its auto loan portfolio warehouse facility. The transaction will only have a slight negative impact on leverage, which S&P estimates on a pro forma basis to be about 3.2x (measured as debt to equity). However, S&P assumes the company will use its excess warehouse capacity to increase originations and potentially raise leverage above 4x by year-end. That said, S&P believes leverage will remain below 5x, and it believes that level is appropriate, assuming the company does not weaken its underwriting standards and substantially lower pricing. "Our ratings on DriveTime are based on the company's concentration in subprime auto lending, its reliance on wholesale funding, and its significantly encumbered balance sheet," said Standard & Poor's credit analyst Kevin Cole. "The offsetting factors include DriveTime's strong niche position in the fragmented used-vehicle market and its good capitalization." S&P's issuer credit and issue ratings apply to both DriveTime Automotive Group Inc., a Delaware S corporation that holds the operating subsidiaries, and its affiliate, DT Acceptance Corp., an Arizona S corporation that controls the special-purpose entities and trusts related to DriveTime Automotive Group Inc.'s securitization program. "The stable outlook is based on our view that DriveTime's asset quality and profitability have stabilized and that the firm will maintain conservative capital levels and regular access to the asset-backed securities market on a cost-competitive basis," said Mr. Cole. S&P could lower the rating if leverage, as measured by debt to tangible equity, were to rise to more than 5x, or if the return of stressed credit markets were to substantially limit the company's access to funding. S&P could raise the rating if the Consumer Financial Protection Bureau comes back with no substantive negative finding following its Civil Investigative Demand issued in 2012 and if the company can demonstrate improving earnings while maintaining acceptable credit quality (net charge-offs below 15% of receivables) and conservative capitalization (leverage of less than 3x). However, the company's focus on subprime consumers and its reliance on the ABS markets for funding limit the potential for an upgrade. DYNAMIC DRYWALL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Dynamic Drywall Inc. 3921 N Bridgeport Cr Wichita, KS 67219 Case No.: 14-11131 Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court District of Kansas (Wichita) Judge: Hon. Robert E. Nugent Debtor's Counsel: Mark J Lazzo, Esq. MARK J. LAZZO, P.A. Landmark Office Park 3500 N Rock Rd Building 300, Suite B Wichita, KS 67226 Tel: (316) 263-6895 Fax: (316) 264-4704 Email: mark@lazzolaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $0 to $50,000 The petition was signed by Randall G. Salyer, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ksb14-11131.pdf DYNCORP INTERNATIONAL: Moody's Lowers Corp. Family Rating to 'B2' ----------------------------------------------------------------- Moody's Investors Service has downgraded the ratings of DynCorp International Inc. ("DI"), including the Corporate Family Rating to B2 from B1. The rating outlook has been revised to negative from stable. While DI's bond rating has been lowered to B3 from B2, bank debt ratings remain unchanged at Ba2. The CFR downgrade anticipates revenues contracting 15% to 20% in 2014 and financial leverage metrics rising despite the $50 million or more in term loan prepayments that DI plans to make. The negative rating outlook considers a 34% year-over-year revenue contraction in Q1- 2014 and unexpectedly soft margin performance at the company's DynAviation segment, a pace of earnings decline that adds downside risk. Expectation of diminishing covenant headroom supports the negative outlook as well. Ratings: Corporate Family, to B2 from B1 Probability of Default, to B2-PD from B1-PD $181 million first lien revolver due 2016, affirmed at Ba2, LGD2, to 18% from 20% $262 million first lien term loan due 2016, affirmed at Ba2, LGD2, to 18% from 20% $455 million senior unsecured notes due 2017, to B3, LGD5, 73% from B2, LGD5, 74% Speculative Grade Liquidity, affirmed at SGL-3 Rating Outlook: To Negative from Stable Ratings Rationale The B2 CFR anticipates financial leverage rising across 2014 despite term loan prepayments but also recognizes potential for improved margin near-term and DI's many outstanding new business proposals that await decision-- assuming even a modest win rate, new contracts should help revenue traction. In Moody's view debt/EBITDA above 6x by year-end (includes lease-related adjustments that add about a half turn), up from the mid 5x level at Q1-2014, seems likely despite planned debt prepayments of $50 million or more. The DynAviation segment's degree of Q1-2014 performance weakness (revenues down 20% and operating profit margin to 3.8% from 8.9%, year-over-year) was unexpectedly severe. The segment has been expected to at least partially compensate for the DynLogistics segment, where the company's LOGCAP contract (31% of Q1-2014 total revenues) resides whose revenues are heavily tied to the ebbing US troop level in Afghanistan. Some of the Q1 weakness at DynAviation stemmed from loss provisions on two contracts and are unlikely to recur. The company's management has directed significant resource toward correcting the remaining portion of segment under performance. As LOGCAP revenues decline across the year, the company's margins should reflect more direct labor and less material/subcontractor billings within the revenue mix, facilitating margin growth. The B2 CFR also broadly considers that, although LOGCAP activity will wind down, opportunities for global providers of expeditionary, logistics, fleet maintenance and aviation support will continue in coming years. The B2 CFR also envisions a diminishing but ongoing US troop presence in Afghanistan beyond 2014. A post-2014 bilateral security agreement between the US and Afghanistan will be important to sustaining in-theatre contractor involvement with US Army/NATO, and helping to broaden the US Department of State's Afghanistan mission. These developments would limit DI's 2015 LOGCAP revenue decline. While the bilateral security agreement has proven elusive heretofore, the two candidates in Afghanistan's presidential election (run-off is scheduled for June) have reportedly each indicated that they would sign it. The negative rating outlook recognizes pronounced downside risk that could accelerate leveraging and drive the rating down. Affordability initiatives of the federal government have made the defense services contracting business highly competitive, the volume of demand has fallen, and the contract award environment remains choppy. Revenues could continue declining at a rapid pace if the pace of US contract awards remains tepid or if US and NATO troops fully withdraw from Afghanistan at the end of 2014. At the Q1-2014 earnings level and excluding the non-recurring dividend that DI received from an unconsolidated affiliate, free cash flow to debt would only be in the low to mid single digit percentage range, making debt reduction capacity modest. Without materially better earnings over the last nine months of 2014 a financial ratio covenant breach under the bank facility would be probable. Although the CFR has been lowered one notch the bank debt ratings remain unchanged at Ba2. Term loan prepayments have reduced the size of the first lien class, but the size of effectively junior claims such as the unsecured notes has not significantly changed. Pursuant to Moody's Loss Given Default Methodology, recovery prospects of the first lien debts benefit from the relatively greater amount of loss-absorbing junior debt. The Speculative Grade Liquidity rating of SGL-3 has been affirmed and denotes DI's adequate near-term liquidity profile. At Q1-2014 cash was $122 million and no near-term debt amortization was scheduled. More likely than not, the company will meet its targeted $50 million term loan prepayment plan across 2014, since the asset-light, services business model tends to sustain free cash flow generation at high levels of financial leverage. (In Q1- 2014 $15 million of term loan was prepaid.) The revolver's small commitment size in light of a $3 billion annual revenue base, and the likelihood of diminishing covenant headroom across 2014 represent tempering considerations. The ratings would be downgraded with debt/EBITDA expected to approach 7x, FCF/debt in the low single digit percentage range or weak liquidity. An upgrade, though less likely, would depend on a rising backlog level, expectation of debt to EBITDA closer to 4x with FCF/debt in the double digit percentage range. The principal methodology used in this rating was the Global Aerospace and Defense published in April 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. DynCorp International Inc., headquartered in McLean, VA, provides mission-critical support services outsourced by U.S. military, non-military U.S. governmental agencies and foreign governments. The company is an operating subsidiary of Delta Tucker Holdings, Inc., which is majority-owned by affiliates of Cerberus Capital Management, LP. Revenues for the twelve months ended March 28, 2014 were approximately $3 billion. DYNAVOX INC: Tobii Technology Named Successful Bidder in Auction ---------------------------------------------------------------- DynaVox Systems Holdings LLC, DynaVox Intermediate LLC and DynaVox Inc. on May 21 disclosed that following a competitive auction held on May 21, 2014, Tobii Technology AB was selected as the successful bidder for substantially all of the Debtors' assets with a prevailing bid of $18 million. Systems Acquisition Corporation was selected as the back-up bidder with a bid of $17.8 million. As previously announced on April 8, 2014, the Debtors filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware to enable a more orderly sale of the Debtors' equity interests in DynaVox Systems, LLC and its direct and indirect subsidiaries. About Dynavox Inc. DynaVox Intermediate LLC filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-10785) on April 6, 2014. Two of its affiliates, DynaVox Inc. and DynaVox Systems Holdings LLC, also filed for bankruptcy (Case Nos. 14-10791 and 14-10790) the following day. The Debtors estimated assets and debts of at least $10 million. Cousins, Chipman & Brown, LLP, serves as the Debtors' counsel. Judge Peter J. Walsh presides over the case. DynaVox Inc. (OTC: DVOX) is a holding Company with its headquarters in Pittsburgh, Pennsylvania, whose primary operating entities are DynaVox Systems LLC and Mayer-Johnson LLC. DynaVox provides speech generating devices and symbol-adapted special education software to assist individuals in overcoming their speech, language and learning challenges. EASTCOAL INC: British Columbia Court Approves BIA Proposal ---------------------------------------------------------- EastCoal Inc. on May 21 disclosed that on April 23, 2014 that at a meeting of its creditors held on April 22, 2014 it had received creditor approval for the Company's proposal to its creditors pursuant to the Bankruptcy and Insolvency Act (Canada). The Company disclosed that on May 20, 2014 the proposal trustee, Deloitte Restructuring Inc. and the Company were granted an order from the Supreme Court of British Columbia approving the Proposal and the associated transactions. Assuming the Transactions complete within the expected time frames, the Company anticipates completing the terms the Proposal in June 2014. In connection with the implementation of the Proposal, the Company will effect a share consolidation of its issued and outstanding common shares. The consolidation is proposed to be on a ratio of ten (10) pre-consolidation common shares to one (1) post- consolidation common shares, consolidating the Company's 72,804,853 issued and outstanding common shares to 7,280,485 common shares following the consolidation. In connection with the implementation of the Proposal the Company has also entered into conditional share subscription agreements with a group of investors. Such investors will acquire, on a private placement basis, approximately 95% (or 140,000,000 common shares on a post-consolidated basis) of the Company's issued and outstanding share capital at a subscription price of Cdn$0.005 per share for total aggregate proceeds of an amount not less than Cdn$700,000. A portion of the proceeds from the private placement, being Cdn$450,000, will be used to fund a payment to proven unsecured creditors in accordance with the terms of the Proposal. As agreed with the Company's sole secured creditor, the Company's indebtedness to such creditor will be extended for a year subject to certain loan conversion rights being granted to the creditor. Inquiries regarding the Proposal and the BIA proceeding should be directed to the Proposal Trustee (Paul Chambers +1 604 640 3368). A copy of the Proposal is available on the website of the Proposal Trustee at www.deloitte.com/ca/eastcoal EastCoal Inc. -- http://www.eastcoal.ca/-- is focused on coal in Ukraine. The Company is engaged in the acquisition and development of mineral properties. The Company is focused on the Verticalnaya Mine, which is an advanced coal project in the construction phase located in the Donbass Region of Ukraine. The Company's mineral properties include the Verticalnaya Coal Mine, Ukraine. The surface mine site in the Verticalnaya Coal Mine covers approximately 10.4 hectares, including three hectares of approach roads. The Company's operations also include the dewatering of the Main Mine at Verticalnaya. EDENOR SA: Incurs ARS 738.6 Million Net Loss in 1st Quarter ----------------------------------------------------------- Edenor S.A. reported a net loss of ARS 738.56 million on ARS 900.56 million of revenue from sales for the three months ended March 31, 2014, as compared with a loss of ARS 510.43 million on ARS 836.37 million of revenue from sales for the same period in 2013. As of March 31, 2014, the Company had ARS 7.56 billion in total assets, ARS 7.12 billion in total liabilities and ARS 437.73 million in total equity. "Given the fact that the realization of the projected measures to revert the manifested negative trend depends, among other factors, on the occurrence of certain events that are not under the Company's control, such as the requested electricity rate increases, the Board of Directors has raised substantial doubt about the Company's ability to continue as a going concern in the term of the next fiscal year, being obliged to defer certain payment obligations, as previously mentioned, or unable to meet expectations for salary increases or the increases recorded in third-party costs," the Company stated in the filing. A full-text copy of the Form 6-K Report is available at: http://goo.gl/zpv2AV About Edenor SA Headquartered in Buenos Aires, Argentina, Edenor S.A. (NYSE: EDN; Buenos Aires Stock Exchange: EDN) is the largest electricity distribution company in Argentina in terms of number of customers and electricity sold (both in GWh and Pesos). Through a concession, Edenor distributes electricity exclusively to the northwestern zone of the greater Buenos Aires metropolitan area and the northern part of the city of Buenos Aires. Edenor SA reported profit of ARS 772.7 million on ARS 3.44 billion of revenue from sales for the year ended Dec. 31, 2013, as compared with a loss of ARS 1.01 billion on ARS 2.97 billion of revenue from sales in 2012. Edenor reported a net loss of ARS 291.38 million in 2011. ELEPHANT TALK: Squar Milner Replaces BDO USA as Accountants ----------------------------------------------------------- BDO USA, LLP, on March 26, 2014, informed Elephant Talk Communications Corp. that it declined to stand for re-appointment as the Company's independent registered public accounting firm in connection with the Company's audit for the fiscal year ending Dec. 31, 2014. The reports of BDO on the Company's consolidated financial statements for the fiscal years ended Dec. 31, 2012, and Dec. 31, 2013, did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended Dec. 31, 2012, and Dec. 31, 2013, there were no disagreements with BDO on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused BDO to make reference to the subject matter of the disagreements in connection with its reports for those periods. As disclosed in Item 9A of the Company's annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, the Company concluded that material weaknesses existed in the Company's internal control over financial reporting. The Company concluded that its internal control over financial reporting was not effective as of Dec. 31, 2013, because of the existence of material weaknesses relating to accounting for complex transactions associated with business combinations, complex financial instruments, and income taxes and that its Board of Directors did not have an adequate number of independent Board members in order to have effective oversight of the Company's internal control system. BDO's report on the effectiveness of internal control over financial reporting expressed an adverse opinion on the effectiveness of the Company's internal control over financial reporting as of Dec. 31, 2013. The Company conducted an assessment of the effectiveness of its internal control over financial reporting as of June 30, 2013, and determined that there was a deficiency in the Company's internal controls over financial reporting related to the accounting and valuation of financial instruments that constituted a material weakness. Based on this material weakness, the Company's management concluded that the Company's internal control over financial reporting was not effective as of June 30, 2013. This control deficiency resulted in a misstatement of the unaudited condensed interim financial statements and related financial disclosures for the three and six months ended June 30, 2013, and accordingly, the Company restated the unaudited condensed interim financial statements and related financial disclosures for the three and six months ended June 30, 2013. In connection with the audit of the Company's consolidated balance sheets of the Company as of Dec. 31, 2012, and Dec. 31, 2013, and the related consolidated statements of income and comprehensive loss, stockholders' equity, and cash flows for each of the three years in the period ended Dec. 31, 2013, and BDO's report dated March 31, 2014, BDO expressed an unqualified opinion thereon and included an explanatory paragraph regarding the Company's ability to continue as a going concern. On March 31, 2014, the Company engaged Squar, Milner, Peterson, Miranda & Williamson, LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014. The engagement of Squar Milner by the Company was approved by the Audit and Finance Committee of the Company's Board of Directors. During the fiscal years ended Dec. 31, 2012, and Dec. 31, 2013, and through the date of the Audit and Finance Committee's decision, the Company did not consult Squar Milner. The Company's management has discussed the material weaknesses identified with BDO and BDO's going concern explanatory paragraph. In addition, the Company has authorized BDO to respond fully to the inquiries of Squar Milner regarding all matters disclosed herein. "We have read Item 4.01 of the Current Report on Form 8-K of Elephant Talk Communications Corp., dated March 31, 2014, and agree with the statements concerning BDO USA, LLP contained therein," BDO USA stated in a letter addressed to the U.S. Securities and Exchange Commission. 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. "If the Company is unable to achieve the anticipated revenues or financing arrangement with its major vendors, the Company will need to attract further debt or equity financing. Although the Company has been succesful in the past in meeting its cash needs, there can be no assurance that proceeds from additional revenues, vendor financings or debt and equity financings, where required, will be received in the required time frames. If this occurs, the Company may, therefore, be unable to continue its operations. As of December 31, 2013, these conditions raise substantial doubt about the Company's ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty," the Company said in the Annual Report for the year ended Dec. 31, 2013. ELO TOUCH: S&P Raises CCR to 'CCC+' on Improving Performance ------------------------------------------------------------ Standard & Poor's Ratings Services raised its corporate credit rating on Milpitas, Calif.-based Elo Touch Solutions Inc. to 'CCC+' from 'CCC'. The outlook is stable. At the same time, S&P raised its issue-level rating to 'B-' from 'CCC+' on the company's $175 million first-lien term loan due 2018 and $15 million revolving credit facility due 2017. The '2' recovery rating is unchanged and reflects S&P's expectation for substantial (70% to 90%) recovery in the event of payment default. Finally, S&P raised its issue-level rating to 'CCC-' from 'CC' on the company's $85 million second-lien term loan due 2018. The '6' recovery rating is unchanged and reflects S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. "The rating action reflects our view of Elo's revenue and EBITDA growth during the first half of fiscal 2014 as a result of good performance by emerging products," said Standard & Poor's credit analyst Christian Frank. "The rating action also reflects our view of Elo's somewhat reduced financial risk and improved covenant headroom," Mr. Frank added. The rating reflects S&P's view of Elo's less-than-adequate liquidity and risk of non-compliance with covenants if the company's recent operating recovery stalls or reverses. The stable outlook reflects S&P's base case expectation that improving operating trends should result in roughly break-even cash flow in 2014, with prospects for further improvement in 2015 if new product strategies are successful. EVERYWARE GLOBAL: S&P Lowers CCR to 'CCC-' on Potential Default --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its corporate credit rating on EveryWare Global Inc. to 'CCC-' from 'B'. At the same time, S&P lowered the term loan issue-level rating to 'CC' from 'B', and revised the recovery rating on the term loan to '5' from '4', which reflects S&P's expectations for modest (10% to 30%) recovery in the event of a payment default. S&P has also removed all ratings from CreditWatch where they were placed April 1, 2014. The outlook is negative. "The downgrade reflects our view that a default or financial restructuring appears inevitable within six months absent significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Stephanie Harter. "Although the company received an equity commitment letter from its sponsor, Monomoy Capital Partners, the previously determined cure amount of up to $12.0 million is insufficient to 'cure' the covenant violations for the March quarter and, therefore, we believe the company will not be in compliance with its covenants for the remainder of 2014. The company is deeply exposed to weaker discretionary spending by consumers not only in its retail businesses, but also in its foodservice segment, as lower hotel occupancy rates and fewer diners at casual and family restaurants led to fewer replacement orders." Standard & Poor's estimates EveryWare's adjusted EBITDA margin fell below 10% for the 12 months ended March 31, 2014, from about 13% in the prior year period. The ratings on EveryWare also reflect its narrow product portfolio; its participation in the mature and highly competitive glassware, dinnerware, bakeware, serveware, and flatware categories; exposure to commodity costs; and limited brand and geographic diversity. S&P views EveryWare's liquidity as "weak," based on its view that it needs significant consents from its lenders to access additional liquidity. S&P do not expect a positive rating action until the company is able to improve its liquidity position and S&P come to believe that default risk would be at least 12 months off. EMPIRE RESORTS: Incurs $5.4 Million Net Loss in First Quarter ------------------------------------------------------------- Empire Resorts, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss applicable to common shares of $5.39 million on $14.60 million of net revenues for the three months ended March 31, 2014, as compared with a net loss applicable to common shares of $842,000 on $16.83 million of net revenues for the same period in 2013. As of March 31, 2014, Empire Resorts had $38.73 million in total assets, $52.72 million in total liabilities and a $13.98 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://goo.gl/NwoM6z 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 following a net loss applicable to common shares of $2.26 million in 2012. ENERGY FUTURE: To Continue Honoring Customer Contracts ------------------------------------------------------ Jim Fuquay, writing for the Star-Telegram, reported that more than a million consumers who use TXU Energy for their home electricity service are getting an odd notice in the mail concerning TXU's corporate parent, Energy Future Holdings, which filed for Chapter 11 bankruptcy. According to the report, the notice, which doesn't mention TXU Energy, talks about filing "proofs of claim" in the Energy Future Holdings case. But as far as residential customers go, it's largely "for informational purposes," TXU Energy spokesman Juan Elizondo said in an e-mail to the Star-Telegram. "In a nutshell, there is absolutely no problem," Mr. Elizondo said. "Business continues as usual and we are honoring all customer contracts and commitments." The report also relates that the Company, in a follow-up statement, said the bankruptcy court allowed it to continue the terms of any obligation to a customer "in the ordinary course of business," such as a deposit. In the unusual circumstance of a dispute or claim that preceded the bankruptcy filing on April 29, however, a customer would need to file a written proof of claim by Oct. 27. Mr. Fuquay also reported that EFH on Tuesday said it will file a detailed description by June 13 of how it hopes to restructure $40 billion in debt in less than a year. The court must approve the disclosure before creditors can begin voting on the plan. 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. An Official Committee of Unsecured Creditors has been appointed in the case. The Committee represents the interests of the unsecured creditors of ONLY of Energy Future Competitive Holdings Company LLC; EFCH's direct subsidiary, Texas Competitive Electric Holdings Company LLC; and EFH Corporate Services Company, and of no other debtors. The Committee has selected Morrison & Foerster LLP and Polsinelli PC for representation in this high-profile energy restructuring. The lawyers working on the case are James M. Peck, Esq., Brett H. Miller, Esq., and Lorenzo Marinuzzi, Esq., at Morrison & Foerster LLP; and Christopher A. Ward, Esq., Justin K. Edelson, Esq., Shanti M. Katona, Esq., and Edward Fox, Esq., at Polsinelli PC. ENERGYSOLUTIONS INC: Swings to $54.6 Million Net Loss in 2013 ------------------------------------------------------------- EnergySolutions, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $54.66 million on $1.80 billion of revenue for the year ended Dec. 31, 2013, as compared to net income of $3.92 million on $1.80 billion of revenue in 2012. As of Dec. 31, 2013, the Company had $2.42 billion in total assets, $2.15 billion in total liabilities and $268.21 million in total equity. Bankruptcy Warning "Our senior secured credit facility contains financial covenants requiring us to maintain specified maximum leverage and minimum cash interest coverage ratios. The results of our future operations may not allow us to meet these covenants, or may require that we take action to reduce our debt or to act in a manner contrary to our business objectives." "Our failure to comply with obligations under our senior secured credit facility, including satisfaction of the financial ratios, would result in an event of default under the facilities. A default, if not cured or waived, would prohibit us from obtaining further loans under our senior secured credit facility and permit the lenders thereunder to accelerate payment of their loans and not renew the letters of credit which support our bonding obligations. If we are not current in our bonding obligations, we may be in breach of our contracts with our customers, which generally require bonding. In addition, we would be unable to bid or be awarded new contracts that required bonding. If our debt is accelerated, we currently would not have funds available to pay the accelerated debt and may not have the ability to refinance the accelerated debt on terms favorable to us or at all particularly in light of the tightening of lending standards as a result of the ongoing financial crisis. If we could not repay or refinance the accelerated debt, we would be insolvent and could seek to file for bankruptcy protection. Any such default, acceleration or insolvency would likely have a material adverse effect on the market value of our senior notes," the Company said in the Annual Report. A copy of the Form 10-K is available for free at: http://is.gd/k7x2J9 About EnergySolutions Salt Lake City, Utah-based EnergySolutions offers customers a full range of integrated services and solutions, including nuclear operations, characterization, decommissioning, decontamination, site closure, transportation, nuclear materials management, the safe, secure disposition of nuclear waste, and research and engineering services across the fuel cycle. * * * In October 2013, Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on EnergySolutions and revised its outlook to stable from positive. "The outlook revision reflects our view that the company is likely to maintain higher debt levels than our previous expectation of $675 million," S&P said. ENOVA SYSTEMS: Amends Third Quarter Ended Sept. 30 Report --------------------------------------------------------- Enova Systems, Inc., filed with the U.S. Securities and Exchange Commission this month an amendment to its quarterly report on Form 10-Q for the three months ended Sept. 30, 2013. A copy of the Form 10-Q/A is available at: http://is.gd/uEdkOr The Company reported a net loss of $1.37 million on $140,000 of revenues for the three months ended Sept. 30, 2013, compared with a net loss of $749,000 on $152,000 of revenues for the same period in 2012. The Company's balance sheet at Dec. 31, 2012, showed $1.21 million in total assets, $5.95 million in total liabilities, and a stockholders' deficit of $4.74 million. To date, the Company has incurred recurring net losses and negative cash flows from operations. At Sept. 30, 2013, the Company had an accumulated deficit of approximately $161.5 million and working capital of approximately negative $2.2 million. Until the Company can generate significant cash from its operations, the Company expects to continue to fund its operations with existing working capital, proceeds from one or more private placement agreements, as well as potentially through debt financing or the sale of equity securities. However, the Company may not be successful in obtaining additional funding. In addition, the Company cannot be sure that its existing cash and investment resources will be adequate or that additional financing will be available when needed or that, if available, financing will be obtained on terms favorable to the Company or its shareholders. About Enova Systems Torrance, Calif.-based Enova Systems, Inc., engages in the development, design and production of proprietary, power train systems and related components for electric and hybrid electric buses and medium and heavy duty commercial vehicles. EPAZZ INC: Delays Form 10-K for 2013 ------------------------------------ Epazz, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. The Company said it did not obtain all information prior to filing date and attorney and accountant could not complete the required legal information and financial statements and management could not complete Management's Discussion and Analysis of those financial statements by March 31, 2014. About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. Epazz incurred a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012, as compared with a net loss of $336,862 on $735,972 of revenue for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.19 million in total assets, $2.03 million in total liabilities and a $842,019 total stockholders' deficit. M&K CPAS, PLLC, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has an accumulated deficit of $(4,114,756) and a working capital deficit of $(681,561), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2012 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless," according to the Company's annual report for the period ended Dec. 31, 2012. FAIRMONT GENERAL: CBA "Ordinary Course"; Has Sale Deal With Aleco ----------------------------------------------------------------- Bankruptcy Judge Patrick M. Flatley granted the request of Fairmont General Hospital, Inc., and District 1199 West Virginia/Kentucky/Ohio, Service Employees International Union, declaring that the parties' November 1, 2013 Collective Bargaining Agreement was executed in the ordinary course of the Debtor's business under 11 U.S.C. Sec. 363(c)(1) and is consequently an effective agreement under the Bankruptcy Code. The Court overruled the objection from UMB Bank, N.A., the successor indenture trustee with respect to certain hospital revenue bonds, which argued that the CBA requires court approval because the Debtor is in Chapter 11 and seeks to sell substantially all its assets. The Indenture Trustee also argued that court approval of the CBA should be denied on the grounds that the existence of the CBA may result in a lower sales price for the Debtor's business as potential purchasers may not desire to purchase a business with a unionized workforce. The Indenture Trustee also said the CBA constitutes a settlement agreement under Fed. R. Bankr. P. 9019 which must be approved by the court. The Court, however, held that the CBA does not constitute a settlement as contemplated under Rule 9019. The Debtor and District 1199 executed a collective bargaining agreement on November 1, 2010, which was set to expire on April 30, 2013. By agreement of the parties, the November 1, 2010 Collective Bargaining Agreement was extended to October 31, 2013. After filing for Chapter 11, the the Debtor and District 1199 on October 3, 2013, negotiated a "Settlement Agreement" that set forth the general terms of the parties' labor agreement following October 31, 2013. The October 3, 2013 Settlement Agreement contained better terms for the Debtor as compared to the November 1, 2010 Collective Bargaining Agreement. The October 3, 2013 Settlement Agreement served as the bridge between the contractual termination of the November 1, 2010 Collective Bargaining Agreement and the memorialization of a new collective bargaining agreement that was to be finalized after November 1, 2013, but made effective as of that date. On May 9, 2014, the Debtor filed its motion for an order to approve the sale of its business to Alecto Healthcare Services Fairmont, LLC. That motion and the sale process is currently pending before the court. Pursuant to Article 37 of the CBA, if the Debtor were to sell the hospital, the Debtor will require the successor to its interest to assume and agree to be bound by all provisions of the CBA, so long as the successor to the Hospital's interest continues operations on the Hospital's premises. A copy of the Court's May 19, 2014 Memorandum Opinion is available at http://is.gd/vEwQLSfrom Leagle.com. Fairmont General Hospital, Inc., operates a 207-licensed bed acute care hospital in Fairmont, West Virginia. It has approximately 731 full and part-time employees and 28 physicians. Nearly 340 of these employees are represented by District 1199. About Fairmont General Hospital Inc. Fairmont General Hospital Inc. and Fairmont Physicians, Inc., which operate a 207-bed acute-care facility in Fairmont, West Virginia, sought Chapter 11 bankruptcy protection (Bankr. N.D. W.Va. Case No. 13-01054) on Sept. 3, 2013. The fourth-largest employer in Marion County, West Virginia, filed for bankruptcy as it looks to partner with another hospital or health system. The Debtors are represented by Rayford K. Adams, III, Esq., and Casey H. Howard, Esq., at Spilman Thomas & Battle, PLLC, in Winston-Salem, North Carolina; David R. Croft, Esq., at Spilman Thomas & Battle, PLLC, in Wheeling, West Virginia, and Michael S. Garrison, Esq., at Spilman Thomas & Battle, PLLC, in Morgantown, West Virginia. The Debtors' financial analyst is Gleason & Associates, P.C. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Hammond Hanlon Camp, LLC, has been engaged as investment banker and financial advisor. UMB Bank is represented by Nathan F. Coco, Esq., and Suzanne Jett Trowbridge, Esq., at McDermott Will & Emery LLP. The Committee of Unsecured Creditors is represented by Andrew Sherman, Esq., and Boris I. Mankovetskiy, Esq., at Sills Cummis & Gross P.C. and Kirk B. Burkley, Esq., Bernstein Burkley, P.C. Janet Smith Holbrook, Esq., at Huddleston Bolen LLP, represents the Committee as local counsel. The Bankruptcy Court has named Suzanne Koenig at SAK Management Services, LLC, as patient care ombudsman. Ms. Koenig has hired her own firm as medical operations advisor; and Greenberg Traurig, LLP, as her counsel. The Debtors are engaged in the process of locating a buyer or strategic partner for the hospital, through the Debtors' investment bankers. The Debtors believe that by the end of March 2014 that process will be complete and a plan can be filed. The Debtors have scheduled $48,568,863 in total assets and $54,774,365 in total liabilities. FAR EAST ENERGY: Incurs $8.96-Mil. Net Loss for Q1 Ended March 31 ----------------------------------------------------------------- Far East Energy Corporation filed its quarterly report on Form 10- Q, disclosing a net loss of $8.96 million on $1.03 million of total operating revenues for the three months ended March 31, 2014, compared with a net loss of $8.17 million on $433,000 of total operating revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $118.49 million in total assets, $131.7 million in total liabilities, and a stockholders' deficit of $13.2 million. The Company's independent registered public accounting firm has issued its report in connection with the audit of the company's financial statements for the years ended Dec. 31, 2013 and 2012, which included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the company's ability to continue as a going concern. A copy of the Form 10-Q is available: http://is.gd/LQ5bYR Based in Houston, Texas, Far East Energy Corporation acquires, explores, and develops coalbed methane gas properties in China. The Company has interests in three of the nation's largest coalbed methane fields found in Shouyang Block and Qinnan Block, both in Shanxi Province; and Enhong and Laochang areas in Yunnan Province. FINJAN HOLDINGS: To Issue 2.2 Million Shares Under Option Plan -------------------------------------------------------------- Finjan Holdings, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 2,236,836 shares of common stock issuable under the Company's 2013 Global Share Option Plan for a proposed maximum aggregate offering price of $13.4 million. A copy of the Form S-8 prospectus is available for free at http://is.gd/BlfP2x 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. FREDERICK'S OF HOLLYWOOD: Lenders Extend Repayment Date to June 15 ------------------------------------------------------------------ Frederick's of Hollywood Group Inc., FOH Holdings, Inc., Frederick's of Hollywood, Inc., Frederick's of Hollywood Stores, Inc., and Hollywood Mail Order, LLC, entered into a Fifth Amendment to a Credit and Security Agreement, dated as of May 31, 2012, by and among the Borrowers, Salus CLO 2012-1, Ltd., and Salus Capital Partners, LLC "Lenders". Pursuant to the Fifth Amendment, the Lenders agreed to extend the repayment date of the $5,000,000 Initial Tranche A-2 Advance from April 10, 2014, to June 15, 2014. The Lenders also agreed to suspend the requirement that the Borrowers maintain a minimum of $1,300,000 of availability under the revolving line of credit provided for under the Credit Agreement until June 16, 2014, at which time the Borrowers will be required to maintain a minimum of $1,500,000 of availability. The Fifth Amendment also requires that, by no later than March 31, 2014, the Borrowers will either have (i) received cash proceeds of a capital infusion in an amount not less than $5,000,000, in the form of equity or subordinated debt, on terms reasonably satisfactory to the Lenders, which amount will be used entirely to reduce the outstanding balance of the Salus Facility or (ii) made arrangements reasonably satisfactory to the Lenders to defer payment of its accounts payable in an amount not less than $5,000,000. Following the execution of the Fifth Amendment, HGI Funding, LLC, purchased certain accounts receivable of certain of the Borrowers' merchandise vendors. The receivables constitute, in the aggregate, $5,238,914 of the Borrowers' accounts payable. HGI Funding has agreed to defer the Borrowers' payment of these receivables for 90 days from the date of the applicable agreement between HGI Funding and each such vendor. HGI Funding is a wholly owned subsidiary of Harbinger Group Inc. As previously disclosed, in December 2013, the Company entered into a definitive merger agreement that provides for the acquisition of the Company by a group consisting of HGI Funding and certain of the Company's other common and preferred shareholders. The members of the Consortium as a group beneficially own approximately 88.7 percent of the Company's common stock. The merger will be accomplished through FOHG Holdings, LLC, an entity controlled by the Consortium that was formed for the purpose of the transaction. Under the merger agreement, the Company's shareholders who are not members of the Consortium will receive $0.27 per share in cash upon completion of the transaction. The price represents a premium of 50 percent to the closing price of the Company's shares on Sept. 27, 2013, the last trading day before the announcement by the Consortium of its proposal, and a premium of 46 percent over the average closing price of the Company's common stock for the 45 trading days prior to that date. Concurrently with the execution of the Fifth Amendment, the Borrowers paid to the Lenders a one-time $130,000 cash fee in consideration for the Lenders' agreement to enter into the Fifth Amendment. In connection with the Fifth Amendment, the Borrowers and the Lenders also entered into an Amended and Restated Fee Letter which, in addition to terms previously disclosed in FOHG's Current Reports on Form 8-K filed on Oct. 16, 2013, and June 6, 2012, provides for an increase in the monthly monitoring fees from $12,500 to $20,000. The Fifth Amendment contains customary representations and warranties, conditions and other provisions. A copy of the Fifth Amendment is available for free at: http://is.gd/FXc9kr Frederick's of Hollywood Frederick's of Hollywood Group Inc. (NYSE Amex: FOH) -- http://www.fredericks.com/-- through its subsidiaries, sells women's intimate apparel, swimwear and related products under its proprietary Frederick's of Hollywood brand through 122 specialty retail stores, a world-famous catalog and an online shop. Frederick's of Hollywood sought bankruptcy in July 10, 2000. On Dec. 18, 2002, the court approved the company's plan of reorganization, which became effective on Jan. 7, 2003, with the closing of the Wells Fargo Retail Finance exit financing facility. Mayer Hoffman McCann expressed substantial doubt about the Company's ability to continue as a going concern, citing the company has suffered recurring losses from continuing operations, has negative cash flows from operations, has a working capital and a shareholders' deficiency at July 27, 2013. The Company reported a net loss of $22,522,000 on $86,507,000 of net sales in 2013, compared with a net loss of $6,432,000 in 2012. As of Jan. 25, 2014, the Company had $39.79 million in total assets, $69.01 million in total liabilities and a $29.22 million total shareholders' deficiency. GENCO SHIPPING: May Hire Blackstone as Financial Advisor -------------------------------------------------------- Genco Shipping & Trading Limited and its debtor-affiliates sought and obtained authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York to employ Blackstone Advisory Partners L.P. as financial advisor, nunc pro tunc to Apr. 21, 2014 petition date. The Debtors, among other things, require Blackstone Advisory to: (a) assist in the evaluation of the Company's businesses and prospects; (b) assist in the development of the Company's long-term business plan and related financial projections; and (c) assist in the development of financial data and presentations to the Company's Board of Directors, various creditors and other third parties. Blackstone Advisory's Engagement Letter provides for this compensation structure: -- Monthly Fee. The Company shall pay the Advisor a monthly advisory fee (the "Monthly Fee") of $175,000 in cash, with the first Monthly Fee paid upon the execution of the Engagement Letter by both parties and such additional installments of such Monthly Fee payable in advance on each monthly anniversary of the "Effective Date" (Dec. 10, 2013). Commencing with the fourth Monthly Fee, 50% of the Monthly Fee shall be credited against the Restructuring Fee when and if paid and commencing with the seventh Monthly Fee, 100% of the Monthly Fee shall be credited against the Restructuring Fee when and if paid (the "Crediting Mechanism"). -- Capital Raising Fee. The Company shall pay the Advisor a capital raising fee (the "Capital Raising Fee") calculated as 1.0% of the total issuance size for an affirmative debtor in possession financing facility and 5.0% of the issuance amount for an equity financing on new money raised from external parties who are not creditors of the Company. -- Restructuring Fee. The Company shall pay a restructuring fee of $5,750,000 (the "Restructuring Fee") upon the consummation of a Restructuring and subject to the Crediting Mechanism. -- Expense Reimbursements. (1) In addition to the fees described above, the Company agrees to reimburse the Advisor for all reasonable and documented out-of-pocket expenses incurred during this engagement, including, but not limited to, travel and lodging, direct identifiable data processing, document production, publishing services and communication charges, courier services, working meals, reasonable fees and expenses of Advisor's external legal counsel (not to exceed $75,000 except as provided in the Indemnification Agreement without the Company's prior consent in its sole discretion) and other necessary expenditures, payable upon rendition of invoices setting forth in reasonable detail the nature and amount of such expenses. (2) Further, in connection with the reimbursement, contribution and indemnification provisions set forth in the Engagement Letter and Attachment A of the Engagement Letter (the "Indemnification Agreement"), which is incorporated herein by reference, the Company agrees to reimburse each Indemnified Party for all actual, reasonable and documented out-of-pocket expenses as they are incurred in connection with investigating, preparing, pursuing, defending, or otherwise responding to, or assisting in the defense of any action, claim, suit, investigation or proceeding related to, arising out of or in connection with the Engagement or the Indemnification Agreement, whether or not pending or threatened, whether or not any Indemnified Party is a party, whether or not resulting in any liability and whether or not such action, claim, suit, investigation or proceeding is initiated or brought by us. As of the Petition Date, the Company does not owe the Advisor any fees for services performed or expenses incurred under the Engagement Letter. According to the books and records of the Company, during the 90-day period before the Petition Date, the Advisor received approximately $885,637 for professional services performed and expenses incurred. Pursuant to the terms of the Engagement Letter, the Advisor is paid monthly, in advance. As of the Petition Date, the Company had a credit balance of approximately $110,833; such credit balance will be applied against the Company's first post-petition invoice. John James O'Connell III, senior managing director of Blackstone Advisory, 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. He may be reached at: Jamie O'Connell Senior Managing Director Restructuring & Reorganization BLACKSTONE ADVISORY 345 Park Avenue New York, NY 10154 About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due August 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. GENCO SHIPPING: Kramer Levin Approved as Bankruptcy Counsel ----------------------------------------------------------- Genco Shipping & Trading Limited and its debtor-affiliates sought and obtained authorization from the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York to employ Kramer Levin Naftalis & Frankel LLP as counsel, nunc pro tunc to Apr. 21, 2014 petition date. Kramer Levin's services in connection with the Engagement will include, without limitation, assisting, advising and representing the Company with respect to these matters: (a) the administration of these cases and the exercise of oversight with respect to the Company's affairs, including all issues arising from or impacting the Company or the Chapter 11 Cases; (b) the preparation on behalf of the Company of necessary applications, motions, memoranda, orders, reports and other legal pleadings; (c) appearances in Court and at various meetings to represent the interests of the Company; (d) negotiating with the Company's secured lenders, as well as any creditors' committee appointed in the Chapter 11 Cases, other creditors, and third parties, for the benefit of the Company's estates; (e) communications with creditors and others as the Company may consider desirable or necessary; and (f) the performance of all other legal services for the Company in connection with the Chapter 11 Cases, as required under the Bankruptcy Code, the Bankruptcy Rules and the Local Rules, and the performance of such other services as are in the interests of the Company, including, without limitation, any general corporate legal services. Kramer Levin will be paid at these hourly rates: Partners $745-$1,100 Counsel $805-$1,075 Special Counsel $745-$820 Associates $440-$815 Legal Assistants $280-$335 Kramer Levin will also be reimbursed for reasonable out-of-pocket expenses incurred. Additionally, consistent with past practice and in recognition of its long-standing relationship with the Debtors, Kramer Levin will apply a voluntary 10% discount to its applicable standard hourly billing rates for services provided during the Chapter 11 Cases. In connection with the services Kramer Levin agreed to provide the Company, Kramer Levin is holding a $500,000 retainer. Adam C. Rogoff, Esq., partner of Kramer Levin, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due August 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. GENCO SHIPPING: Can Tap Curtis Mallet-Prevost as Conflicts Counsel ------------------------------------------------------------------ Genco Shipping & Trading Limited and its debtor-affiliates sought and obtained permission from the Hon. Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York to employ Curtis Mallet-Prevost, Colt & Mosle LLP ("Curtis") as conflicts counsel, nunc pro tunc to Apr. 21, 2014 petition date. Curtis' role in the Chapter 11 cases is limited to discrete matters where it is inappropriate for Kramer Levin to assist the Debtors due to the existence of an actual or potential conflict of interest: (a) take necessary action to protect and preserve the Company's estates including prosecuting actions on behalf of the Company, defending any action commenced against the Company and representing the Company's interests in negotiations concerning litigation in which the Company is involved, including objections to claims filed against the Company's estates; (b) prepare, on behalf of the Company, applications, motions memoranda, orders, reports and other legal pleadings on matters as necessary for the Company; (c) appearance in Court and at various meetings on matters handled by Curtis; (d) to the extent not already handled by Kramer Levin, take any necessary action on behalf of the Company to resolve issues in connection with obtaining approval of a disclosure statement and confirmation of one or more chapter 11 plans; and (e) communications with creditors and other parties in interest on matters that the Company or Kramer Levin considers necessary for Curtis to handle. Curtis will be paid at these hourly rates: Partners $650-$860 Of Counsel $510-$730 Associates $280-$600 Legal Assistants $180-$240 Managing Clerk $480 Other Support Personnel $70-$325 Curtis will also be reimbursed for reasonable out-of-pocket expenses incurred. As set forth in a Declaration filed by Steven J. Reisman, member of Curtis, the firm on Mar. 10, 2014, received an evergreen retainer in the amount of $100,000 from the Company for services to be performed in connection with the commencement and prosecution of the Chapter 11 Cases and for the reimbursement of reasonable and necessary expenses incurred in connection therewith. On Apr. 18, 2014, Curtis received $128,649.39 from the Company for fees and expenses incurred in connection with professional services rendered to the Company prior to the petition date. The amount of the retainer that Curtis continues to hold as of the petition date is approximately $100,000. Any unused portion of the Retainer will be applied to Curtis' post- petition fees and expenses incurred by Curtis in the Chapter 11 cases. Mr. Reisman 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. Curtis can be reached at: Steven J. Reisman, Esq. CURTIS, MALLET-PREVOST, COLT & MOSLE LLP 101 Park Avenue New York, NY 10178-0061 Tel: (212) 696-6000 Fax: (212) 697-1559 About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due August 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. GENCO SHIPPING: Incurs $42.2 Million Net Loss in 1st Quarter ------------------------------------------------------------ Genco Shipping & Trading Limited filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $42.23 million on $63.99 million of total revenues for th three months ended March 31, 2014, as compared with a net loss of $51.95 million on $40.48 million of total revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $2.90 billion in total assets, $1.64 billion in total liabilities and $1.25 billion in total equity. A copy of the Form 10-Q is available for free at: http://goo.gl/2JPw7o About Genco Shipping & Trading New York-based Genco Shipping & Trading Limited (NYSE: GNK) transports iron ore, coal, grain, steel products and other drybulk cargoes along worldwide shipping routes. Excluding Baltic Trading Limited's fleet, Genco Shipping owns a fleet of 53 drybulk vessels, consisting of nine Capesize, eight Panamax, 17 Supramax, six Handymax and 13 Handysize vessels, with an aggregate carrying capacity of approximately 3,810,000 dwt. In addition, Genco Shipping's subsidiary Baltic Trading Limited currently owns a fleet of 13 drybulk vessels, consisting of four Capesize, four Supramax, and five Handysize vessels. Genco Shipping & Trading sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-11108) on April 21, 2014, to implement a prepackaged financial restructuring that is expected to reduce the Company's total debt by $1.2 billion and enhance its financial flexibility. The company's subsidiaries other than Baltic Trading Limited (and related entities) also sought bankruptcy protection. Genco, owned and controlled by Peter Georgiopoulos, disclosed assets of $2.448 billion and debt of $1.475 billion as of Feb. 28, 2014. Adam C. Rogoff, Esq., and Anupama Yerramalli, Esq., at Kramer Levin Naftalis & Frankel LLP serve as the Debtors' bankruptcy counsel. Blackstone Advisory Partners, L.P., is the financial advisor. GCG Inc. is the claims and notice agent. Wilmington Trust, N.A., in its capacity as successor administrative and collateral agent under a 2007 credit agreement, is represented by Dennis Dunne, Esq., and Samuel Khalil, Esq., at Milbank Tweed Hadley & McCloy LLP. Credit Agricole Corporate & Investment Bank, as agent and security trustee under an August 2010 Loan Agreement; Deutsche Bank Luxembourg S.A., as agent, and Deutsche Bank AG Fillale Deutschlandgeschaft, as security agent and bookrunner under the August 2010 Loan Agreement, are represented by Alan Kornberg, Esq., Sarah Harnett, Esq., and Elizabeth McColm, Esq., at Paul Weiss Rifkind Wharton & Garrison LLP. Paul Weiss also represents the Pre-Petition $100 Million and $253 Million Credit Facilities. The Bank of New York Mellon, the indenture trustee for Genco's 5.00% Convertible Senior Notes due August 15, 2014, and the informal group of 5.00% Convertible Senior Notes due August 15, 2014, are represented by Michael Stamer, Esq., and Sarah Link Schultz, Esq., at Akin Gump Strauss Hauer & Feld LLP. Akin Gump also represents the Informal Convertible Noteholder Group. Kirkland & Ellis LLP's Christopher J. Marcus, Esq., Paul M. Basta, Esq., Eric F. Leon, Esq., represent for Och-Ziff Management LP. Brown Rudnick LLP's William R. Baldiga, Esq., represents an Ad Hoc Consortium of Equity Holders. Orrick, Herrington & Sutcliffe LLP's Douglas S. Mintz, Esq., Washington, DC, represents Deutsche Bank as Pre-Petition Lender, and Credit Agricole, Corporate Investment Bank, as Post-Petition Bankruptcy Lender. Dechert LLP's Allan S. Brilliant, Esq., represents the Entities Managed by Aurelius Capital Management, LP. GENELINK INC: Delays Form 10-K for 2013 --------------------------------------- Genelink, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. "The Registrant encountered difficulties in completing the accounting and reporting for certain disclosures and could not complete the report in sufficient time to permit the filing of the 10-K without unreasonable expense and effort," the Company said in the filing. GeneLink, Inc., filed a Chapter 11 bankruptcy petition (Bankr. M.D. Fla. Case No. 14-04475) on April 18, 2014. The petition was signed by Michael G. Smith as COO and CFO. The Debtor disclosed total assets of $998,901 and total debts of $3.67 million. Justin M. Luna, Esq., at Latham, Shuker, Eden & Beaudine, LLP, serves as the Debtor's counsel. GENIUS BRANDS: Sells $6 Million of Preferred Shares --------------------------------------------------- Genius Brands International, Inc., entered into securities purchase agreements with certain accredited investors pursuant to which the Company sold an aggregate of 6,000 shares of its newly designated Series A Convertible Preferred Stock at a price of $1,000 per share for gross proceeds to the Company of $6,000,000. The closing of the Private Placement was subject to certain customary closing conditions and closed on May 15, 2014. Each share of Series A Preferred Stock is convertible into shares of the Company's common stock, par value $0.001 per share based on a conversion calculation equal to the Base Amount divided by the conversion price. The Base Amount is defined as the sum of (i) the aggregate stated value of the Series A Preferred Stock to be converted and (ii) all unpaid dividends thereon. The stated value of each share of the Series A Preferred Stock is $1,000 and the initial conversion price is $2.00 per share, subject to adjustment in the event of stock splits, dividends and recapitalizations. Additionally, in the event the Company issues shares of its common stock or common stock equivalents at a per share price that is lower than the conversion price then in effect, the conversion price will be adjusted to such lower price, subject to certain exceptions. The Company is prohibited from effecting a conversion of the Series A Preferred Stock to the extent that as a result of such conversion, the Investor would beneficially own more than 9.99 percent (subject to waiver) in the aggregate of the issued and outstanding shares of the Company's common stock, calculated immediately after giving effect to the issuance of shares of common stock upon conversion of the Series A Preferred Stock. The shares of Series A Preferred Stock bear no interest and will not possess any voting rights. The Company has agreed to file a "resale" registration statement with the Securities and Exchange Commission covering all shares of common stock underlying the Series A Preferred Stock within 30 days of the final closing of the Private Placement and to maintain the effectiveness of the registration statement until all securities have been sold or are otherwise able to be sold pursuant to Rule 144. In connection with the Private Placement, investors holding a majority of the securities sold in the Company's November 2013 and January 2014 private placement waived the Company's registration rights obligations and any accrued liquidated damages associated therewith. Chardan Capital Markets LLC acted as sole placement agent in the Private Placement in consideration for which Chardan received a cash fee of $535,000 and a warrant to purchase up to 300,000 shares of the Company's common stock at an exercise price of $2.00 per share. A full-text copy of the Form 8-K Report is available for free at: http://goo.gl/WLp5T7 About Genius Brands San Diego, Calif.-based Genius Brands International, Inc., creates and distributes music-based products which it believes are entertaining, educational and beneficial to the well-being of infants and young children under its brands, including Baby Genius and Little Genius. Genius Brands reported a net loss of $7.21 million in 2013, a net loss of $2.06 million in 2012 and a net loss of $1.37 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $14.59 million in total assets, $3.09 million in total liabilities and $11.49 million in total stockholders' equity. GENUTEC BUSINESSS: Section 341(a) Meeting Set on June 20 -------------------------------------------------------- A meeting of creditors in the bankruptcy case of Genutec Businesss Solutions, Inc., will be held on June 20, 2014, at 11:30 a.m. at RM 1-159, 411 W Fourth St., Santa Ana, CA 92701. 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. About Genutec Businesss Solutions Genutec Businesss Solutions, Inc., filed a Chapter 11 bankruptcy petition (Bankr. C.D. Cal. Case No. 14-13115) in Santa Ana, Georgia, on May 16, 2014. David Montoya signed the petition as director. The Debtor disclosed assets of $12,851,544 and liabilities of $11,529,199. Michael R Totaro, Esq., at Totaro & Shanahan, in Pacific Palisades, California, acts as bankruptcy counsel. Judge Erithe A. Smith presides over the case. GEOMET INC: Incurs $400,000 Net Loss in First Quarter ----------------------------------------------------- GeoMet, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $396,331 for the three months ended March 31, 2014, as compared with a net loss available to common stockholders of $7.32 million for the same period last year. Revenues for the quarter ended March 31, 2014, were $9.7 million, as compared to $10.9 million for the prior year quarter. As of March 31, 2014, the Company had $54.17 million in total assets, $89.14 million in total liabilities, $44.64 million in series A convertible redeemable preferred stock and a $79.62 million total stockholders' deficit. A copy of the Form 10-Q is available for free at: http://is.gd/Z2E0Tq GeoMet Closes Sale of Properties On May 12, 2014, GeoMet closed the previously announced sale of substantially all of its coalbed methane interests and other assets located in the Appalachian Basin in McDowell, Harrison, Wyoming, Raleigh, Barbour and Taylor Counties, West Virginia and Buchanan County, Virginia, comprising substantially all of the Company's remaining assets, to ARP Mountaineer Productions, LLC, a wholly-owned subsidiary of Atlas Resource Partners, L.P. The Asset Sale resulted in net proceeds of approximately $97.5 million after customary purchase price adjustments. A final adjusted purchase price will be settled within 95 days of the closing date. Simultaneously with closing of the Asset Sale, the Company used $69.1 million of the net proceeds to fully repay all outstanding borrowings and accrued interest under the Company's bank credit agreement. Following these payments the Company's bank credit agreement was terminated. An additional $3.1 million was used to settle all outstanding natural gas hedge positions. Lantana Oil & Gas Partners, a Houston based divestiture firm, represented GeoMet in this transaction. Fourth Quarter Results GeoMet, Inc., reported a net loss available to common stockholders of $4.33 million on $7.78 million of total revenues for the three months ended Dec. 31, 2013, as compared with a net loss available to common stockholders of $10.39 million on $11.72 million of total revenues for the same period in 2012. For the year ended Dec. 31, 2013, the Company reported net income available to common stockholders of $27.76 million on $38.20 million of total revenues as compared with a net loss available to common stockholders of $155.80 million on $39.38 million of total revenues for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $54.80 million in total assets, $90.65 million in total liabilities, $43.40 million in series A convertible redeemable preferred stock and a $79.26 million total stockholders' deficit. A copy of the press release is available for free at: http://is.gd/ZAosDM About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. Hein & Associates LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning On Feb. 13, 2014, the Company and its wholly-owned subsidiaries, GeoMet Operating Company, Inc. and GeoMet Gathering Company, LLC, entered into an asset purchase agreement to sell substantially all of the Company's remaining assets, comprising coalbed methane interests and other assets located in the Appalachian Basin in McDowell, Harrison, Wyoming, Raleigh, Barbour and Taylor Counties, West Virginia and Buchanan County, Virginia to ARP Mountaineer Productions, LLC, and a wholly-owned subsidiary of Atlas Resource Partners, L.P., for a purchase price of $107 million, subject to various purchase price adjustments. "If the Asset Sale is not consummated and we are unable to find another viable purchaser for our assets, we will likely file bankruptcy as we will have no operating assets to continue the business," the Company said in the Annual Report for the year ended Dec. 31, 2013. GREENFIELD COLLISION: Voluntary Chapter 11 Case Summary ------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Greenfield Collision Inc. 14-31520 810 S. Main St. Almont, MI 48003 Greenfield Custom Auto Service Inc. 14-31521 810 S. Main St. Almont, MI 48003 Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Flint) Judge: Hon. Daniel S. Opperman Debtors' Counsel: Robert N. Bassel, Esq. ROBERT BASSEL, ATTORNEY P.O. Box T Clinton, MI 49236 Tel: (248) 677-1234 Fax: (248) 369-4749 Email: bbassel@gmail.com Estimated Estimated Assets Liabilities ---------- ----------- Greenfield Collision Inc. $50K-$100K $1MM-$10MM Greenfield Custom Auto Service $100K-$500K $1MM-$10MM The petitions were signed by Don Lane/Keith Robinson, owners. The Debtors did not file a list of their largest unsecured creditors when they filed the petitions. GREENSTAR AGRICULTURAL: OSC Issues Management Cease Trade Order --------------------------------------------------------------- GreenStar Agricultural Corporation on May 21 disclosed that a management cease trade order has been ordered by the Ontario Securities Commission as principal regulator following a hearing held on May 16, 2014. The hearing was held by the OSC as a result of GreenStar's April 28 and May 6, 20142 announcements that it would be late in filing its audited annual financial statements for the fiscal year ended December 31, 2013 and related Management's Discussion & Analysis and CEO and CFO certification of filings, following the issuance by the OSC of a temporary management cease trade order on May 5, 2014. The MCTO restricts all trading in and all acquisitions of the securities of the Company, whether direct or indirect, by the Chief Executive Officer and the Chief Financial Officer of the Company until two full business days following the receipt by the OSC of all Annual Filings. The MCTO will not affect the ability of persons who are not insiders of GreenStar to trade its securities. GreenStar intends to satisfy the provisions of the Alternative Information Guidelines as set out in National Policy 12 - 203 for as long as GreenStar remains in default, including the issuance of further by-weekly default status reports, each of which will be issued in the form of a press release. A general cease trade order may be issued if GreenStar fails to file such default status reports on a timely basis. The delay in filing was the result of GreenStar having received notice from its auditors that they were not able to provide an audit opinion by the filing deadline. GreenStar's audit committee has been following up with the auditors and the Chinese management to complete the audit and in doing so, has identified certain corporate governance and administrative deficiencies which contributed to the delay in the audit. The board of directors views these matters very seriously, and is taking steps to improve corporate governance oversight and to resolve all outstanding issues with the audit. The audit committee continues to try and resolve this matter with Mr. Guan Lianyun, President and CEO of the Company, and the audit committee believes that Mr. Guan is working to resolve this situation, but there can be no assurance of success. A copy of the MCTO can be found at the Company's website at http://www.greenstaragricultural.com About GreenStar GreenStar operates two main divisions, agricultural and food processing. The agricultural division is involved in the cultivation and harvesting of agricultural products such as fresh fruit and vegetables, for sale either directly as fresh fruit and vegetables or canned, and sold overseas and domestically. The food processing division is primarily involved in the processing of canned food, which includes canned tomato paste, canned boiled bamboo shoots, canned oranges, canned peaches and various other types of fruits and vegetables. GUIDED THERAPEUTICS: Incurs $1.6-Mil. Net Loss in First Quarter --------------------------------------------------------------- Guided Therapeutics, Inc., reported a net loss of $1.56 million on $19,000 of contract and grant revenue for the quarter ended March 31, 2014, as compared with a net loss of $1.81 million on $167,000 of contract and grant revenue for the same period in 2013. As of March 31, 2014, the Company had $2.56 million in total assets, $104.63 million in accumulated deficit and a $1.27 million stockholders' deficit. "We are pleased to see LuViva revenue begin to build, with an increase of 130% sequentially from the fourth quarter on the shipment of units and disposables to France, the U.K., Turkey, Nigeria, the United Arab Emirates and Indonesia," said Gene Cartwright, chief executive officer of Guided Therapeutics. "We believe we are on track to report product sales of $1 million to $3 million for 2014, in line with our previous revenue guidance." "We continue to work closely with our distributors to further penetrate our existing markets. Towards this end, we granted our Turkish distributor, I.T.E.M. Medical Technologies Group, additional territories in North Africa and have agreed to begin the shipment of orders to the Turkish Ministry of Health starting this month. This important order is valued at nearly $3 million and is projected to ship over the next 18 months. We also look forward to welcoming members of the I.T.E.M. service team in Atlanta in a few weeks for more in depth installation and service training on LuViva, in preparation for their expanding rollout," Mr. Cartwright said. A full-text copy of the press release is available for free at: http://goo.gl/2So0kL About Guided Therapeutics Guided Therapeutics, Inc. (OTC BB and OTC QB: GTHP) -- http://www.guidedinc.com/-- is developing a rapid and painless test for the early detection of disease that leads to cervical cancer. The technology is designed to provide an objective result at the point of care, thereby improving the management of cervical disease. Unlike Pap and HPV tests, the device does not require a painful tissue sample and results are known immediately. GT has also entered into a partnership with Konica Minolta Opto to develop a non-invasive test for Barrett's Esophagus using the LightTouch technology platform. Guided Therapeutics reported a net loss attributable to common stockholders of $10.39 million on $820,000 of contract and grant revenue for the year ended Dec. 31, 2013, as compared with a net loss of $4.35 million on $3.33 million of contract and grant revenue during the prior year. UHY LLP, in Sterling Heights, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations and accumulated deficit raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "The Company's capital-raising efforts are ongoing. If sufficient capital cannot be raised by the end of 2014, the Company has plans to curtail operations by reducing discretionary spending and staffing levels, and attempting to operate by only pursuing activities for which it has external financial support and additional NCI, NHI or other grant funding. However, there can be no assurance that such external financial support will be sufficient to maintain even limited operations or that the Company will be able to raise additional funds on acceptable terms, or at all. In such a case, the Company might be required to enter into unfavorable agreements or, if that is not possible, be unable to continue operations, and to the extent practicable, liquidate and/or file for bankruptcy protection," the Company stated in the Form 10-Q for the quarter ended March 31, 2014. HALLWOOD GROUP: Incurs $4.8 Million Net Loss in First Quarter ------------------------------------------------------------- The Hallwood Group Incorporated filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.81 million on $24.12 million of textile products sales for the three months ended March 31, 2014, as compared with a net loss of $1.34 million on $31.28 million of textile products sales for the same period last year. As of March 31, 2014, the Company had $61.18 million in total assets, $27.20 million in total liabilities and $33.97 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/J3Yo5n About Hallwood Group Dallas, Texas-based The Hallwood Group Incorporated (NYSE MKT: HWG) operates as a holding company. The Company operates its principal business in the textile products industry through its wholly owned subsidiary, Brookwood Companies Incorporated. Brookwood is an integrated textile firm that develops and produces innovative fabrics and related products through specialized finishing, treating and coating processes. Prior to October 2009, The Hallwood Group Incorporated held an investment in Hallwood Energy, L.P. ("Hallwood Energy"). Hallwood Energy was a privately held independent oil and gas limited partnership and operated as an upstream energy company engaged in the acquisition, development, exploration, production, and sale of hydrocarbons, with a primary focus on natural gas assets. The Company accounted for the investment in Hallwood Energy using the equity method of accounting. Hallwood Energy filed for bankruptcy in March 2009. In connection with the confirmation of Hallwood Energy's bankruptcy in October 2009, the Company's ownership interest in Hallwood Energy was extinguished and the Company no longer accounts for the investment in Hallwood Energy using the equity method of accounting. Hallwood Group reported a net loss of $2.40 million in 2013, a net loss of $17.94 million in 2012 and a net loss of $6.33 million in 2011. Deloittee & Touche LLP, in Dallas, Texas, issued a "going concern qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company is dependent on its subsidiary to receive the cash necessary to fund its ongoing operations and obligations. It is uncertain whether the subsidiary will be able to make payment of dividends to fund the Company's ongoing operations and obligations. These conditions raise substantial doubt about its ability to continue as a going concern. HAMPTON ROADS: Signs Memorandum of Understanding with FRB and BFI ----------------------------------------------------------------- Hampton Roads Bankshares, Inc., previously announced the termination of the written agreement, dated June 9, 2010, among the Company, the Company's wholly owned banking subsidiary The Bank of Hampton Roads, the Federal Reserve Bank of Richmond and the Virginia Bureau of Financial Institutions. The termination of the Written Agreement was effective Feb. 20, 2014. On March 26, 2014, the Company and BHR entered into a Memorandum of Understanding with the FRB and the BFI. Under the MOU, the Company and BHR have agreed that they will receive the prior written approval of the FRB and the BFI before, (i) either the Company or BHR declares or pays dividends of any kind; (ii) the Company makes any payments on its trust preferred securities; (iii) the Company incurs or guarantees any debt; or (iv) the Company purchases or redeems any shares of its stock. In addition, the MOU institutes certain reporting requirements and addresses ongoing regulatory requirements. The Company's other wholly owned banking subsidiary, Shore Bank, is not a party to the MOU and is not subject to its restrictions or requirements. A copy of the Memorandum of Understanding is available at: http://is.gd/6yIW7t Promotes Denise Hinkle to Chief HRO Hampton Roads, the holding company for The Bank of Hampton Roads and Shore Bank, announced the promotion of Denise D. Hinkle to chief human resources officer. In this role, Ms. Hinkle will be responsible for providing leadership in the development and execution of Human Resource strategies such as talent management, succession planning, change management, employee engagement and satisfaction, and organizational performance and development. Ms. Hinkle will continue to report to Douglas J. Glenn, president and chief executive officer of the Company and chief executive officer of BHR, and will continue to be based in Virginia Beach, VA. "This promotion reflects the strong and essential contribution Denise has made to the Company since she joined us in 2010 and her demonstrated commitment to customer service and strong community relationships," Glenn commented. "Our One Bank strategy is more about bankers than buildings, and Denise has led our successful efforts to recruit a number of talented, experienced bankers to our team." Ms. Hinkle has served as director of Human Resources at the Company since July 2012. Previously, she served as Employee Services Manager from November 2010 to June 2012. Before joining BHR in November 2010, Ms. Hinkle held the positions of Human Resources Director or Human Resources Manager at Amerigroup Corporation, Standard Forms Inc. (A Workflow Company), and FHC Health Systems/Alternative Behavioral Services. Ms.Hinkle earned a BA in Human Resource Administration from Saint Leo University and graduated magna cum laude. About Hampton Roads Bankshares Hampton Roads Bankshares, Inc. (NASDAQ: HMPR) -- http://www.hamptonroadsbanksharesinc.com/-- is a bank holding company that was formed in 2001 and is headquartered in Norfolk, Virginia. The Company's primary subsidiaries are Bank of Hampton Roads, which opened for business in 1987, and Shore Bank, which opened in 1961. Currently, Bank of Hampton Roads operates twenty- eight banking offices in the Hampton Roads region of southeastern Virginia and twenty-four offices in Virginia and North Carolina doing business as Gateway Bank & Trust Co. Shore Bank serves the Eastern Shore of Maryland and Virginia through eight banking offices and 15 ATMs. Hampton Roads reported net income attributable to the Company of $4.07 million in 2013, a net loss attributable to the Company of $25.09 million in 2012 and a net loss attributable to the Company of $97.54 million in 2011. As of Dec. 31, 2013, the Company had $1.95 billion in total assets, $1.76 billion in total liabilities and $183.84 million in total shareholders' equity. HARBINGER GROUP: S&P Hikes Rating on Secured Notes Due 2019 to B+ ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on New York City-based investment holding company Harbinger Group Inc.'s (HRG's) existing $925 million 7.875% senior secured notes due 2019 to 'B+' from 'B', and revised the recovery rating to '2', indicating that creditors could expect substantial (70% to 90%) recovery in the event of a payment default, from '3'. The changes reflect improved recovery for the secured notes as the company is exchanging up to $350 million of add-on senior unsecured notes due 2022 for up to $320 million of senior secured notes due 2019. "The 'CCC+' rating on HRG's existing 7.75% senior unsecured notes due 2022, which are being upsized to up to $550 million from $200 million, is unchanged, as is the '6' recovery rating, indicating our expectation the creditors could expect negligible (0% to 10%) recovery in the event of a payment default or bankruptcy. The rating on the secured notes assumes the transaction closes on proposed terms and could change if terms change. We also withdrew our 'B-' rating on HRG's $500 million notes due 2015, which were paid off previously. This is unrelated to the proposed exchange," said S&P. "Our 'B' corporate credit rating on HRG is unchanged. The rating outlook is stable. We continue to view Harbinger's financial risk profile as "highly leveraged," given our forecast for thin coverage metrics, an aggressive financial policy, and a complex organizational structure. We expect total debt service coverage of about 1x over the next year. We continue to view Harbinger's business risk profile as "vulnerable," primarily because of weak asset diversity, limited financial flexibility, and a short track record with its stated investment strategy," said S&P. RATINGS LIST Harbinger Group Inc. Corporate credit rating B/Stable/-- Issue Ratings Raised; Recovery Ratings Revised To From Harbinger Group Inc. Senior secured $925 mil. 7.875% notes due 2019 B+ B Recovery rating 2 3 Ratings Affirmed Harbinger Group Inc. Senior unsecured $550 mil. 7.75% notes due 2022 CCC+ Recovery rating 6 Ratings Withdrawn Harbinger Group Inc. Senior secured $500 mil. notes due 2015 NR B- Recovery rating NR 5 HCA HOLDINGS: Fitch to Retain 'B+' IDR After $750MM Repurchase -------------------------------------------------------------- Fitch Ratings does not expect any change to HCA Holdings, Inc.'s (HCA) ratings, including the 'B+' Issuer Default Rating (IDR), due to the repurchase of $750 million of shares from the sponsors of a 2006 leveraged buyout (LBO). The Rating Outlook is Positive. A full rating list is shown below. The ratings apply to $28.9 billion of debt outstanding at March 31, 2014. HCA plans to fund the share repurchase through draws on the bank credit revolvers and cash on hand, resulting in about a 0.1x increase in total debt-to-EBITDA. Considering the increase in debt to fund the share repurchase, pro forma gross debt leverage is about 4.4x. The draw on the credit revolvers also does not affect Fitch's recovery analysis for HCA, which is discussed in detail below. The sponsors of the LBO have been actively liquidating their positions in the company since a March 2011 IPO. Along with the share repurchase by HCA, Bain Capital Partners, LLC (Bain) and Kohlberg Kravis Roberts & Co. (KKR) will sell 15 million shares to the public. Prior to the share repurchase and public equity offering, Bain and KKR own a combined 13.5% of HCA's public equity value. As a result of the transactions, the ownership percentage will drop to about 6%. Under the direction of the LBO sponsors, HCA's ratings have been constrained by shareholder-friendly capital deployment; the company funded $7.4 billion in special dividends since 2010 that were mostly debt financed. Due to the reduced ownership percentage of the sponsors, SEC regulations required the company to appoint a majority of independent directors to the Board during 2014; HCA has recently appointed four new independent members to the 13-member board, bringing the total to seven. Fitch revised HCA's Rating Outlook to Positive in August 2013, indicating that a one-notch upgrade to 'BB-' is likely during 2014. A positive rating action will require HCA to maintain debt at or below 4.5x EBITDA. Although Fitch does not expect a major departure in strategic direction under an independent board, there may be some shifts in the company's capital deployment strategy. A more consistent and conservative approach to funding shareholder pay-outs in the form of special dividends and share repurchases would support an upgrade. Other factors that would support an upgrade of the ratings include sustained improvement in organic acute care operating trends, better clarity on the effects of the Affordable Care Act (ACA) on operating results and sustained solid cash generation. Fitch forecasts HCA will produce discretionary free cash flow (cash from operations less capital expenditures but before dividends) of $1.5 billion in 2014, and expects the company to prioritize acquisitions and shareholder payouts as cash usages. At the current level, HCA's debt leverage is consistent with peer companies and Fitch does not believe that there is a compelling financial incentive for the company to apply cash to debt reduction. HCA's organic growth in patient volumes has outpaced that of the broader for-profit hospital industry over the past several years, although the company has not been entirely resilient to headwinds to organic growth. Facing a stiff comparison to strong growth in early 2013, HCA's growth in organic patient volumes in the first quarter of 2014 (1Q'14) was softer than in recent periods, with same-hospital adjusted admissions dropping 0.3%. The recent softness in HCA's same-hospital volumes would be more concerning if it were accompanied by weaker growth in pricing, but this metric showed improvement starting in late 2013. HCA's 1Q'14 results did not benefit significantly from the initial implementation of the insurance expansion elements of the ACA. While Fitch currently forecasts revenue and EBITDA growth across the group of for-profit hospital companies in 2014 due to the ACA, estimating the precise effects is complicated by uncertainty over the pace and progress of the growth of the insured population. The benefits of reform for HCA are dampened by the company's geographic exposure; only four states in which HCA operates (California, Colorado, Kentucky and Nevada, 12.6% of licensed beds) elected to expand Medicaid eligibility effective Jan. 1, 2014, which limits the potential decrease in self-pay patients and the associated financial headwind of bad debt expense. DEBT ISSUE RATINGS AND RECOVERY ANALYSIS Fitch currently rates HCA as follows: HCA, Inc. -- IDR 'B+'; -- Senior secured credit facilities (cash flow and asset backed) 'BB+/RR1' (100% estimated recovery); -- Senior secured first lien notes 'BB+/RR1' (100% estimated recovery); -- Senior unsecured notes 'BB-/RR3' (69% estimated recovery). HCA Holdings Inc. -- IDR 'B+'; -- Senior unsecured notes 'B-/RR6' (0% estimated recovery). The recovery ratings are based on a financial distress scenario which assumes that value for HCA's creditors will be maximized as a going concern (rather than a liquidation scenario). Fitch estimates a post-default EBITDA for HCA of $3.9 billion, which is a 42% haircut from the March 31, 2014 LTM EBITDA level of $6.8 billion. Fitch's post-default cash flow estimate for companies in the hospital sector considers the structure of the industry, including relatively stable and non-cyclical cash flows and a high level of exposure to cuts in government payor reimbursement that makes up 30%-40% of revenues, offset by the consideration that hospital care is a critical public service. Fitch then applies a 7.0x multiple to post-default EBITDA, resulting in a post-default EV of $27.5 billion for HCA. The multiple is based on observation of both recent transactions/takeout and public market multiples in the healthcare industry. Fitch significantly haircuts the transaction/takeout multiple assigned to healthcare providers since transactions in this part of the healthcare industry tend to command lower multiples. The 7.0x multiple also considers recent trends in the public equity market multiples for healthcare providers. Fitch applies a waterfall analysis to the post-default EV based on the relative claims of the debt in the capital structure. Administrative claims are assumed to consume $2.7 billion or 10% of post-default EV, which is a standard assumption in Fitch's recovery analysis. Fitch assumes that HCA would fully draw the $2 billion available balance on its cash flow revolver and 50% of the $2.5 billion available balance on its asset backed lending (ABL) facility. The availability on the ABL facility is based on eligible accounts receivable as defined per the credit agreement. The 50% assumed draw on the ABL facility reflects Fitch's assumption of some degradation in the ABL borrowing base as the company approaches default. The 'BB+/RR1' rating for HCA's secured debt (which includes the bank credit facilities and the first lien notes) reflects Fitch's expectations for 100% recovery under a bankruptcy scenario. Claims under the ABL facility are assumed to be recovered fully prior to any recovery of the other first-lien debt, including the cash flow revolver, cash flow term loans and first lien secured notes. The 'BB-/RR3' rating on HCA Inc.'s unsecured notes rating reflects Fitch's expectations for recovery in the 51%-70% range. The 'B-/RR6' rating on the HCA Holdings, Inc. unsecured notes reflects expectation of 0% recovery. HCA's debt agreements permit the company to issue first lien secured debt up to an amount equal to 3.75x EBITDA. At March 31, 2014, Fitch estimates the company had $9 billion in first lien capacity. Additional first lien debt issuance would result in lower recovery for the HCA Inc. unsecured note holders. Under Fitch's current recovery model assumptions, the company could increase its outstanding first lien debt by up to $1.3 billion without diminishing recovery prospects for the HCA Inc. unsecured note holders to below the 'RR3' recovery band of 51%-70%. Should the company increase the amount of secured debt in the capital structure by more than that amount, Fitch would likely downgrade the HCA Inc. unsecured notes by one-notch, to 'B+/RR4'. The ratings on the secured debt and HCA Holdings Inc. unsecured notes would not be affected. HCSB FINANCIAL: Delays Form 10-K for 2013 to Complete Audit ----------------------------------------------------------- HCSB Financial Corporationhere was not able to timely file its annual report on Form 10-K for the year ended Dec. 31, 2013, because the audits of the Company's consolidated financial statements for the years ended Dec. 31, 2012, and Dec. 31, 2013, have not been finalized and, as a result, the Company was not able to file the Form 10-K by March 31, 2014, without unreasonable effort and expense. The Company currently anticipates recording a net profit ranging from $200,000 to $300,000 for the year ended Dec. 31, 2013. However, the Company is still finalizing its audited consolidated financial statements and related disclosures for the year ended Dec. 31, 2013, and the Company's actual results for the period ended Dec. 31, 2013, may differ from its current estimates. The Management currently estimates that the Company will report net profit ranging from $200,000 to $300,000 for the year ended Dec. 31, 2013, and net loss from $7.6 million to $7.7 million for the year ended Dec. 31, 2012, compared to $29.0 million for 2011. As of February 2011, the Federal Reserve Bank of Richmond, the Company's primary federal regulator, has required the Company to defer dividend payments on its $12,895,000 of shares of Series T Preferred Stock issued to the U.S. Treasury in March 2009 pursuant to the U.S. Treasury's Capital Purchase Program and interest payments on its $6,000,000 of trust preferred securities issued in December 2004. In addition, since October 2011, the Federal Reserve Bank of Richmond has prohibited the Company from paying interest due on its $12,062,011 of subordinated promissory notes that were issued in a private placement in the first half of 2010. As a result, as of Dec. 31, 2013, the Company has deferred $2,084,730 in dividend payments due on the Series T Preferred Stock, $535,790 in interest payments due on the trust preferred securities, and $2,231,192 in interest payments due on the subordinated promissory notes. The Company has also not filed these reports: - Annual Report on Form 10-K for the Fiscal Year Ended December 31, 2012; - Quarterly Report on Form 10-Q for the Quarter Ended March 31, 2013; - Quarterly Report on Form 10-Q for the Quarter Ended June 30, 2013; and - Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2013. About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HCSB reported a net loss of $29.01 million in 2011, compared with a net loss of $17.27 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $512.65 million in total assets, $520.03 million in total liabilities and a $7.38 million total shareholders' deficit. HERCULES OFFSHORE: Files Fleet Status Report as of May 20 --------------------------------------------------------- Hercules Offshore, Inc., posted on its Web site at www.herculesoffshore.com a reported entitled "Hercules Offshore Fleet Status Report" (the "Fleet Status Report"). The Fleet Status Report includes the Hercules Offshore Rig Fleet Status (as of May 20, 2014), which contains information for each of the Company's drilling rigs, including contract dayrate and duration. The Fleet Status Report also includes the Hercules Offshore Liftboat Fleet Status Report, which contains information by liftboat class for April 2014, including revenue per day and operating days. The Fleet Status Report can be found under the Investor Relations portion of the Company's Web site. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.11 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.12 million in 2011. As of Dec. 31, 2013, the Company had $2.30 billion in total assets, $1.47 billion in total liabilities and $823.70 million in equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Houston-based Hercules Offshore Inc. to 'B' from 'B-'. "The upgrade reflects the improving market conditions in the Gulf of Mexico and our expectations that Hercules' fleet will continue to benefit," said Standard & Poor's credit analyst Stephen Scovotti. HIGHWOODS REALTY: Fitch Assigns 'BB+' Preferred Stock Rating ------------------------------------------------------------ Fitch Ratings has assigned the following debt obligation rating to Highwoods Realty Limited Partnership: -- $300 million 3.2% senior unsecured notes 'BBB'. The notes mature in June 2021 and were priced at 98.358% of their face amount to yield 3.363%, representing a 130 basis point spread over the benchmark treasury. The offering is expected to close on May 27, 2014, subject to customary closing conditions. The company will use net proceeds from the offering to repay borrowings under its $475 million unsecured revolving credit facility and for general corporate purposes. Fitch currently rates the company as follows: Highwoods Properties, Inc. -- Issuer Default Rating (IDR) 'BBB'; -- Preferred stock 'BB+'. Highwoods Realty Limited Partnership -- IDR 'BBB'; -- Senior unsecured lines of credit 'BBB'; -- Senior unsecured term loans 'BBB'; -- Senior unsecured notes 'BBB'. The Rating Outlook is Stable. KEY RATING DRIVERS IMPROVED LIQUIDITY Pro forma liquidity coverage improves to 1.5x through 2015 as a result of this transaction, driving a $180 million liquidity surplus (Fitch's previous analysis as of Dec. 31, 2013 lead to 0.8x coverage and a $100 million deficit). Only 12% of pro rata debt matures through 2016 and Highwoods does not face any unsecured debt maturities until 2017, which limits corporate refinancing risk. Further, HIW's $3.4 billion unencumbered asset pool (based on a stressed 9% cap rate) can provide liquidity in a more challenged capital markets environment. Fitch defines liquidity coverage as sources of liquidity divided by uses of liquidity. Sources of liquidity include unrestricted cash, availability under the unsecured revolving credit facility, and projected retained cash flow from operating activities after dividends. Uses of liquidity include pro rata debt maturities, expected recurring capital expenditures, and remaining development costs. APPROPRIATE CREDIT METRICS Leverage of 5.8x at March 31 may exceed 6.0x during 2014 as the company incurs debt to finance its 86% pre-leased development pipeline. The company's core EBITDA will also remain under pressure from recent vacancies given a lag between the time backfilled leases are signed and when they ultimately contribute cash flow. Nonetheless, Fitch expects that leverage will stabilize around 6.0x over the longer-term, which is appropriate for the ratings. Fitch defines leverage as net debt-to-recurring operating EBITDA. Fixed charge coverage improved to 2.6x for the trailing 12 months (TTM) ended March 31, 2014, driven in part by higher balances on the line of credit, compared to 2.5x in 2013 and 2.3x in 2012. Fitch expects that coverage will sustain in the mid-to-high 2.5x range over the next 12-24 months, driven by low-single digit same- store NOI (SSNOI) growth, incremental cash flow from development completions and value-add acquisitions, and continued access to debt capital at favorable rates. Fitch defines FCC as recurring operating EBITDA, less recurring capital expenditures and straight-line rent adjustments, divided by total interest incurred and preferred dividends. IMPROVED ASSET QUALITY HIW's portfolio is concentrated in secondary markets such as Raleigh, where the company is headquartered, Atlanta, Nashville and Tampa. However, the company targets premier submarkets that have historically outperformed the broader respective markets. SSNOI grew at a 0.8% average annual pace from 2006 - 2013, which is 100 basis points above a weighted average sample of HIW's markets during that time, per Portfolio and Property Research. The company has also improved asset quality within these submarkets - Class A properties now comprise 73% of the portfolio compared to 38% at year-end 2004. FAVORABLE TENANT PROFILE Highwoods has a diverse tenant base with no tenant aside from the Federal Government (6.3% of cash rent) contributing more than 1.7%. Additionally, 10 of the top 20 tenants are rated investment grade by Fitch and collectively contribute only 24.9% of cash revenue. The tenant base is also well-diversified by industry; no industry represents more than 13% of cash revenue aside from the professional, scientific and technical services industry - there is concentration here due to Highwoods' presence in Raleigh, Durham, and Chapel Hill, commonly known as the 'Research Triangle.' The general granularity of HIW's tenant base is a credit positive. PRE-LEASING MITIGATES DEVELOPMENT RISK The cost to complete Highwoods' development pipeline grew to 3.1% of gross assets at March 31, 2014, an increase from 0.8% and 1.2% at Dec. 31, 2012 and Dec. 31, 2011, driven by the $110 million build-to-suit project for Met Life in Raleigh. High pre-lease rates mitigate the risk from growth in Highwoods' unfunded development commitments by reducing leasing risk inherent in the development business. AFFO PAYOUT RATIO IMPROVING Highwoods' AFFO payout ratio improved to 95.3% in 2013 from 98.6% in 2012 and 106.2% in 2011. Fitch expects the ratio to further improve in 2014 as development completions and value-add acquisitions contribute incremental cash flow. That being said, the high payout ratio limits Highwoods' ability to generate internal liquidity (less than $10 million in 2013). Sustaining an AFFO payout ratio in excess of 100% is inconsistent with an investment-grade rating. RATING SENSITIVITIES The following factors may have a positive impact on Highwoods' ratings and/or Outlook: -- Fitch's expectation of leverage sustaining below 5.5x (leverage at March 31, 2014 was 5.8x); -- Maintaining a fixed charge coverage ratio above 2.5x (fixed charge coverage was 2.6x for the TTM ended March 31, 2014); -- Unencumbered asset coverage of net unsecured debt assuming a stressed 9% cap rate above 2.5x (pro forma coverage is 2.1x). The following factors may have a negative impact on the company's ratings and/or Outlook: -- Fitch's expectation of fixed-charge coverage sustaining below 2.0x; -- Fitch's expectation of leverage sustaining above 6.5x. HILLMAN GROUP: S&P Puts 'B' Ratings on CreditWatch Negative ----------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings, including its 'B' corporate credit rating, on Cincinnati, Ohio-based The Hillman Group Inc. on CreditWatch with negative implications, meaning that S&P could lower or affirm the ratings following the completion of its review. "We estimate that Hillman has roughly $830 million of adjusted debt outstanding. We believe that pro forma adjusted leverage could well exceed 7x following the pending acquisition," said S&P. Hillman's CreditWatch negative listing follows the company's announcement that CCMP Capital Advisors agreed to acquire a controlling interest in Hillman, in a transaction valued at about $1.5 billion. CCMP is investing in partnership with Hillman's current management team. Oak Hill Capital and its affiliates will retain a significant minority interest in the company. "We expect the transaction, subject to shareholder and other approvals, to close before the end of the 2014 third fiscal quarter. Financing details have yet to be announced, but we believe that it will be funded largely with debt," added S&P. "We estimate that the transaction could substantially weaken the company's credit ratios, with pro forma leverage, as measured by debt to EBITDA, well over 7x, including the company's roughly $115 million of trust preferred securities. This compares to Hillman's about-6.5x leverage for the 12 months ended March 31, 2014. We had expected Hillman to maintain leverage below 7x in order to maintain the current ratings and stable outlook," said S&P. "We will resolve the CreditWatch listing following our review of the financing details of the pending transaction and implications for Hillman's financial risk profile. Upon completion of our review, we could leave the ratings unchanged or lower them," said S&P. HOCCHEIM PRAIRIE: S&P Cuts LT Issuer Credit Rating to 'BB-' ----------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term insurer financial strength and issuer credit ratings on Hochheim Prairie Farm Mutual Insurance Assn. and its subsidiary, Hochheim Prairie Casualty Insurance Co. (collectively Hochheim) to 'BB-' from 'BB'. The outlook is stable. "The rating action reflects our view that the substantial capital deterioration from Hochheim's 2013 losses has elevated its risk position to high from moderate," said Standard & Poor's credit analyst Adrian Nusaputra. In 2013, Hochheim incurred a net loss of $22.5 million due to frequent wind and hailstorms, as well as the impact of a large fertilizer plant explosion. To preserve its capital, the company stopped underwriting certain counties and terminated a significant agent relationship with poor loss history. The company also purchased additional reinsurance, including an aggregate cover to reduce its frequency exposure. "Although we expect the company's new capital preservation initiatives to reduce its earnings volatility for 2014, the reduced capital levels make the company even more reliant on reinsurance availability and exposes it to additional supervision from its regulator, the Texas Department of Insurance. Given Hochheim's exposure to both frequent storm events and large natural catastrophes, it is unlikely to rebuild its capital to historical strength during the next 12 months," said S&P. The outlook is stable. Although the company's exposure to man-made and natural catastrophes will continue to restrict its ability to grow its capital, S&P expects the company's current reinsurance program to keep capital at the upper adequate level during the next 12 months. S&P said it lower its rating during the next 12 months if the following occur: -- The company incurs substantial losses that would result in a further deterioration of capital despite its reinsurance program; -- Regulatory authorities initiate further supervisory actions; -- The company cannot purchase adequate reinsurance, which would further expose its capital to deterioration from large losses during the 2015 renewal cycle. Due to the company's exposure and overall small size of its surplus, S&P does not expect to raise its rating. However, S&P may consider raising the rating if the company demonstrates that it can sustain capital at historical levels. HOYT TRANSPORTATION: Hires Groom Law as Special ERISA Counsel ------------------------------------------------------------- Hoyt Transportation Corp. seeks authorization from the Hon. Nancy Hershey Lord of the U.S. Bankruptcy Court for the Eastern District of New York to employ Groom Law Group, Chartered as special ERISA counsel. The last obstacle to a successful conclusion of the Debtor's Chapter 11 case relates to resolution of a disputed pension withdrawal liability claim filed by Division 1181 ATU-New York Employees' Pension Fund and Plan in the sum of $22,526,170 (the "Pension Withdrawal Liability Claim"). In the event the Pension Withdrawal Liability Claim needs to be litigated, the Debtor seeks to retain Groom Law as special ERISA counsel to represent the Debtor with respect to all pension withdrawal liability issues. The lead attorney handling the Debtor's matter will be Gary Ford, Esq. Groom Law can be reached at: Gary Ford, Esq. GROOM LAW GROUP, CHARTERED 1701 Pennsylvania Avenue, N.W. Washington, DC 20006-5811 Tel: (202) 857-0620 Fax: (202) 659-4503 About Hoyt Transportation Brooklyn, New York-based Hoyt Transportation Corp. filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-44299) on July 13, 2013, estimating at least $10 million in assets and liabilities. The Debtor is represented by Kevin J. Nash, Esq., at Goldberg Weprin Finkel Goldstein LLP. Brooklyn-based Hoyt specializes in transportation for children with disabilities. Hoyt operated 350 buses until the contract with the Department of Education expired. IDERA PHARMACEUTICALS: Inks Development & Commercialization Pact ---------------------------------------------------------------- Idera Pharmaceuticals, Inc., has entered into an agreement with Abbott Molecular Inc., a global healthcare company, for the development of an in vitro companion diagnostic test for use in Idera's clinical development programs to treat certain genetically defined forms of B-cell lymphoma with IMO-8400. Under the agreement, Abbott will develop a test utilizing polymerase chain reaction (PCR) technology to identify the presence of the MYD88 L265P oncogenic mutation in tumor biopsy samples with high sensitivity and specificity. This mutation, which can be identified in approximately 90% of patients with Waldenstrom's macroglobulinemia and approximately 30% of patients with the ABC sub-type of diffuse large B-cell lymphoma, plays a key role in activating the Toll-like receptor (TLR) pathways targeted by Idera's lead drug candidate, IMO-8400. "Research by Idera and by independent investigators has established TLR antagonism as a potentially promising and novel therapeutic approach for patients with B-cell malignancies harboring the MYD88 L265P mutation," said Lou Brenner, M.D., senior vice president and chief medical officer of Idera Pharmaceuticals. "This companion diagnostic will be an important tool for the clinical community in evaluating whether their patients are potential candidates for IMO-8400 therapy for the treatment of these genetically defined forms of B-cell lymphoma. We are excited about the opportunity to partner with Abbott, a leader in companion diagnostics, as part of Idera's mutation- targeted development program for IMO-8400 in B-cell lymphomas." Additional information is available for free at: http://is.gd/an56Wj About Idera Pharmaceuticals Cambridge, Massachusetts-based Idera Pharmaceuticals, Inc., is a clinical stage biotechnology company engaged in the discovery and development of novel synthetic DNA- and RNA-based drug candidates that are designed to modulate immune responses mediated through Toll-like Receptors, or TLRs. The Company has two drug candidates, IMO-3100, a TLR7 and TLR9 antagonist, and IMO-8400, a TLR7, TLR8, and TLR9 antagonist, in clinical development for the treatment of autoimmune and inflammatory diseases. Idera Pharmaceuticals reported a net loss of $18.22 million in 2013, a net loss of $19.24 million in 2012 and a net loss of $23.77 million in 2011. As of Dec. 31, 2013, the Company had $36.86 million in total assets, $4.41 million in total liabilities and $32.45 million in total stockholders' equity. INDIGO-ENERGY: GBH CPAs Replaces Excelsis as Auditors ----------------------------------------------------- Excelsis Accounting Group, formerly known as Mark Bailey & Company, Ltd., resigned as Indigo-Energy, Inc.'s registered independent public accountants effective March 26, 2014. The decision to accept the resignation of Excelsis was approved by the Company's sole director. The Company has not yet filed audited financial statements with respect to the two most recently completed fiscal years, and Excelsis has not prepared a report on those financial statements. Excelsis's audit report on the Company's financial statements for the year ended Dec. 31, 2009, the last audited financial statements filed by the Company, did not provide an adverse opinion or disclaimer of opinion to our financial statements, nor modify its opinion as to uncertainty, audit scope or accounting principles, except that the reports contained explanatory paragraphs in which they indicated conditions existed that raised substantial doubt about the Company's ability to continue as a going concern. During the Company's two most recent fiscal years and the subsequent interim period preceding the resignation of Excelsis, there were no disagreements with Excelsis. "We have read Item 4.01 of Indigo-Energy. Inc.'s Form 8-K dated March 26, 2014, and have the following comments: l. We agree with the statements made in Item 4.01 in the Form 8�K, dated March 26. 2014. 2. We have no basis on which to agree or disagree with the statements made in the final paragraph with respect to the engagement of the successor audit firm," the accounting firm stated in a letter addressed to the Commission. On March 26, 2014, the Company's sole director approved and authorized the engagement of GBH CPAs. Prior to engagement, no consultations occurred between the Company and GBH during the years ended Dec. 31, 2013, and 2012 and through March 26, 2014. About Indigo-Energy Henderson, Nev.-based Indigo-Energy, Inc., is an independent energy company, currently engaged in the exploration of natural gas and oil. The Company's balance sheet at Sept. 30, 2010, showed $5.05 million in total assets, $11.35 million in total liabilities, and a stockholders' deficit of $6.30 million. Mark Bailey & Company, Ltd., in Reno, Nevada, expressed substantial doubt about Indigo-Energy's ability to continue as a going concern, following the Company's 2009 results. The independent auditors noted that the Company has suffered recurring losses from operations and has a net capital deficiency. Indigo-Energy previously notified the U.S. Securities and Exchange Commission that it could not file its annual report on Form 10-K for the fiscal year ended Dec. 31, 2010, within the time prescribed. On April 14, 2011, the Company informed the SEC that it was unable to file its annual report within the extension period due to financial constraints that prohibit the Company from completing that Report. INTELLIGENT LIVING: D'Arelli Pruzansky Raises Going Concern Doubt ----------------------------------------------------------------- Following Intelligent Living Inc.'s results for the year ended Dec. 31, 2013, D'Arelli Pruzansky, P.A., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company had net loss from operations and net cash used in operating activities of $713,848 and $305,578, respectively, for the year ended Dec. 31, 2013. The Company also had a working capital deficit of $2.36 million. The Company disclosed a net income of $10.65 million on $830 of sales in 2013, compared to a net loss of $1.34 million on $nil of sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.69 million in total assets, $3.72 million in total liabilities, and stockholders' deficit of $2.02 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available: http://is.gd/udo2Oc Intelligent Living Inc., formerly Feel Golf Co., Inc., is a developer of healthy aging software tracking systems and wellness centers, which will provide integrated services promoting optimal health and wellness programs. The services to be offered by the Company are personalized programs and regimens developed by nutritionists, fitness specialists and hormone replacement therapists. The Company focuses to offer the benefits of tailored nutritional programs and its products, combined with healthy-aging bio-identical hormone replacement therapies (BHRT). The Company provides services, such as Age Management Medicine, Excercise & Nutrition, MIND360.COM, Nutraceuticals, Hormone Therapy, and Business Solutions. In April 2014, the Company incorporated a subsidiary company called Provectus and, in doing so, has merged the assets of both Venturian Group of Miami and Perfect Solutions of Northfield, NJ into the subsidiary. INTERFACE MASTER: S&P Rates $100MM Contingent Cash Pay Notes 'CCC' ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned its 'CCC' issue-level rating and '6' recovery rating to Interface Master Holdings Inc.'s proposed $100 million senior contingent cash pay notes due 2018. Interface Master Holdings Inc. is a newly created holding company of Interface Security Systems Holdings Inc. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. It also reflects the unsecured nature of the notes and their subordination to the senior debt. The proceeds will be used for general corporate purposes, mainly to fund new accounts growth. In addition, a portion of the proceeds will be used to fund the debt service reserve account, with 24 months of cash interest for the notes. The interest on the notes (cash and paid in kind) is due semi- annually and the first and the last interest payment will be paid in cash. Remaining payments of cash interest depend on the availability of funds from the operating company. S&P notes that the existing revolving credit facility and the existing secured notes covenants limit payment distributions to Interface Master Holdings Inc. S&P's 'B-' corporate credit rating and outlook on Interface Security Holdings Inc., as well as its existing 'B-' senior note issue rating, are unchanged by the proposed transaction. S&P's ratings on Interface reflect its "vulnerable" business risk profile and "highly leveraged" financial risk profile, incorporating its limited scale, competitive environment, high customer concentration and very high leverage. These factors are partly offset by Interface's growing RMR and its bundled service offering that combines physical security and secured network solutions and results in above-industry average revenue per user (ARPU). S&P also assess Interface as having "adequate" liquidity, a key supportive factor for the rating. This assessment reflects Interface's enhanced liquidity position after the $100 million PIK notes issue, which S&P expects to be sufficient together with the revolver availability to meet its capital expenditure needs in 2014 and 2015. Interface also has no near-term maturities. RATINGS LIST Ratings Unchanged Interface Security Systems Holdings Inc. B-/Stable/-- New Rating Interface Master Holdings Inc. $100 mil. senior contingent cash pay notes due 2018 Senior Unsecured CCC Recovery Rating 6 INSPIREMD INC: Posts $5.97-Mil. Net Loss in March 31 Quarter ------------------------------------------------------------ InspireMD, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $5.97 million on $1.48 million of revenues for the three months ended March 31, 2014, compared with a net loss of $4.88 million on $1.51 million of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $19.5 million in total assets, $15.89 million in total liabilities, and stockholders' equity of $3.61 million. The Company has an accumulated deficit of $88.3 million as of March 31, 2014, as well as net losses and negative operating cash flows in recent years as well as in the current quarter. The Company expects to continue incurring losses and negative cash flows from operations until its MGuard(TM) products reach commercial profitability. Based on managements' most recent forecasts, it does not anticipate that the Company will have sufficient resources to fund operations into the third quarter of 2015. Therefore, there is substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available: http://is.gd/poPEJm About InspireMD InspireMD, Inc., was organized in the State of Delaware on Feb. 29, 2008, as Saguaro Resources, Inc., to engage in the acquisition, exploration and development of natural resource properties. On March 28, 2011, the Company changed its name from "Saguaro Resources, Inc." to "InspireMD, Inc." Headquartered in Tel Aviv, Israel, InspireMD, Inc., is a medical device company focusing on the development and commercialization of its proprietary stent platform technology, Mguard. MGuard provides embolic protection in stenting procedures by placing a micron mesh sleeve over a stent. The Company's initial products are marketed for use mainly in patients with acute coronary syndromes, notably acute myocardial infarction (heart attack) and saphenous vein graft coronary interventions (bypass surgery). InspireMD incurred a net loss of $29.25 million for the year ended June 30, 2013, as compared with a net loss of $17.59 million during the prior year. The Company's balance sheet at Sept. 30, 2013, showed $17.68 million in total assets, $4.67 million in total liabilities and $13 million in total equity. IOWA GAMING: Has Until June 28 to File Schedules ------------------------------------------------ Judge Richard E. Fehling of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania extended until June 28, 2014, the time within which Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., must file their schedules of assets and liabilities and statements of financial affairs. According to papers filed in Court, the Debtors have made significant progress in compiling the information necessary to prepare their Schedules and Statements but they were unable to complete the process as of the Petition Date due to the size and the complexity of their business operations. The Debtors' extension request was filed by Robert Lapowsky, Esq., and John C. Kilgannon, Esq., at Stevens and Lee, P.C., in Philadelphia, Pennsylvania; and K. John Shaffer, Esq., Eric D. Winston, Esq., and Rachel Appleton, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP, in Los Angeles, California. About Iowa Gaming Iowa Gaming Company, LLC, and Belle of Sioux City, L.P., sought Chapter 11 protection (Bankr. E.D. Pa. Lead Case No. 14-13904) in Reading, Pennsylvania, on May 14, 2014 following a decision by the Iowa Racing and Gaming Commission to close down Belle's casino by July 2014. Belle of Sioux City has owned and operated the Argosy riverboat casino in Sioux City, Iowa since 1994. Iowa Gaming is Belle's general partner, and it is an indirect subsidiary of Penn National Gaming, Inc. Iowa Gaming and Penn manage Belle, and they operate out of Penn's corporate offices located in Wyomissing, Pennsylvania. The Debtors have tapped Stevens & Lee, P.C. as counsel; Quinn Emanuel Urquhart & Sullivan, LLP, as co-counsel; and Province, Inc. as financial advisor. Belle and Iowa Gaming each estimated at least $50 million in assets and less than $10 million in liabilities. According to Belle's financial records, Belle has an intercompany receivable of $47 million from Penn National. KCG HOLDINGS: S&P Raises Rating on $305MM 2nd Lien Notes to B+ -------------------------------------------------------------- Standard & Poor's Ratings Services raised its issue-level rating on KCG Holdings Inc.'s (KCG) $305 million second-lien notes to 'B+' from 'B'. At the same time, we affirmed our 'BB-' counterparty credit rating on KCG. The outlook is stable. "Our rating on KCG reflects the highly competitive and transactional nature of the firm's market-making and global execution services businesses, its reliance on market volatility and volumes to propel revenues, and its exposure to operational and model risk," said Standard & Poor's credit analyst Sebnem Caglayan. The rating also reflects subpar pretax profitability in 2013, heightened regulatory scrutiny on high-frequency traders and market makers, lessened, but remaining, integration risk, and the company's short track record as a combined company. KCG's relatively diversified business profile, adequate capitalization, and improved credit metrics resulting from significant debt paydown in the last 10 months partially offset these weaknesses. "The stable outlook reflects our expectation that KCG will operate at an adjusted EBITDA margin of approximately 30% (on a net- revenue basis), adjusted assets to adjusted tangible equity of approximately 5.0x, and debt-to-EBITDA leverage of below 2x in the next 12 months," said S&P. "We could consider raising our rating if KCG is able to restore its profitability in certain subunits of its market-making business, maintain or grow its current market share in the retail market-making business, demonstrate that it can sustain its current credit metrics, and successfully and seamlessly finalize the integration of the two businesses without major operational problems," said Ms. Caglayan. "Conversely, we could lower the ratings if certain subunits of its market-making business suffer prolonged revenue compression or experience operating losses, or if we believe the firm is no longer committed to its current capitalization plan. We could also likely lower the ratings if liquidity declined materially or leverage increased such that we expect the adjusted assets-to- adjusted total equity multiple to increase to more than 7.0x or debt-to-adjusted EBITDA to track over 3.5x," added S&P. KID BRANDS: Posts $31.7-Mil. First Quarter Net Loss --------------------------------------------------- Kid Brands, Inc. on May 21 reported financial results for the three months ended March 31, 2014. Ms. Kerry Carr, Executive Vice President, Chief Operating Officer and Chief Financial Officer, commented, "Our priority remains identifying and evaluating a broad range of strategic and financial alternatives aimed at improving liquidity, including addressing under-performing product lines and brands, changes to our expense structure, restructuring the Company's current debt, or engaging in a recapitalization or other financing alternatives. The Company's liquidity challenges continue to impact the Company's ability to meet obligations to suppliers and, in turn, fulfill customer orders, which is expected to have a material adverse impact on sales and retention of license agreements as we continue to explore strategic and financing alternatives. As we have previously disclosed, we are analyzing our product and brand profitability as well as our expense structure to help identify further opportunities to focus the business on its strengths and determine the appropriate support structure size. Further, we continue to take measures intended to improve the performance of the Company both operationally and financially, including initiatives to consolidate additional back office functions. While we are not satisfied with our first quarter results, we believe we are executing the appropriate strategies for the Company given current liquidity challenges facing the business." There continues to be substantial doubt about the Company's ability to continue as a going concern, including as a result of, among other things, pending failures of conditions to lending and events of default under its credit agreement which have not been waived, and the receipt of a related reservation of rights letter from the agent under the Company's credit agreement. First Quarter 2014 Results Net sales for Q1 2014 decreased 26.1% to $38.0 million, compared to $51.4 million for Q1 2013. This decrease was primarily the result of sales declines of 61.2% at CoCaLo, 36.5% at Kids Line and 31.0% at LaJobi. These declines were partially offset by an increase in sales of 10.6% at Sassy. The sales declines at CoCaLo, Kids Line, and LaJobi are due to significantly lower sales volume at certain large customers. Gross loss for Q1 2014 was $15.6 million, or 41.1% of net sales, as compared to gross profit of $14.4 million, or 28.0% of net sales for Q1 2013. Gross profit decreased in absolute terms and as a percentage of net sales primarily as a result of an aggregate $24.1 million non-cash impairment charge related to certain of the Company's intangible assets, lower sales, higher product costs and higher other cost of sales, increased markdowns and allowances and higher inventory reserves. Selling, general and administrative ("SG&A") expense was $15.0 million, or 39.3% of net sales, for Q1 2014, as compared to $13.8 million, or 26.9% of net sales, for Q1 2013. SG&A increased as a percentage of sales, due to lower sales volume, and as a percentage of net sales and in absolute terms, primarily as a result of planned expenses in 3PL and temporary warehouse help, increases in professional fees, increased employee benefits costs, and increased occupancy costs. These increases were offset, in part, by decreases in legal fees, stock-based compensation expense, sales commissions and other items of smaller magnitude. Other expense was $1.1 million for Q1 2014 as compared to $1.5 million for Q1 2013. This decrease of approximately $0.4 million is primarily a result of a decrease in interest expense due to lower borrowing costs in such period compared to the same period in 2013, and a favorable variance in foreign currency exchange as compared to the prior year period. The income tax provision for Q1 2014 was $0.03 million on a loss before income tax provision of $31.7 million. The income tax provision for Q1 2013 was $0.04 million on a loss before income tax provision of $0.9 million. Net loss for Q1 2014 was $31.7 million, or ($1.44) per diluted share, as compared to a net loss of $1.0 million, or ($0.04) per diluted share, for Q1 2013. Non-GAAP adjusted net loss for Q1 2014 was $4.2 million, or ($0.19) per diluted share, as compared to non-GAAP adjusted net income of $0.4 million, or $0.02 per diluted share, for Q1 2013. About Kid Brands, Inc. Kid Brands, Inc. -- http://www.kidbrands.com-- and its subsidiaries engage in the design, development and distribution of infant and juvenile branded products. Its design-led products are primarily distributed through mass market, baby super stores, specialty, food, drug, independent and ecommerce retailers worldwide. The Company's current operating subsidiaries consist of: Kids Line, LLC; LaJobi, Inc.; Sassy, Inc.; and CoCaLo, Inc. Through these wholly-owned subsidiaries, the Company designs, manufactures (through third parties) and markets branded infant and juvenile products in a number of complementary categories including, among others: infant bedding and related nursery accessories and decor and nursery appliances (Kids Line(R) and CoCaLo(R)); nursery furniture and related products (LaJobi(R)); and developmental toys and feeding, bath and baby care items with features that address the various stages of an infant's early years, including the Kokopax(R) line of baby gear products (Sassy(R)). In addition to the Company's branded products, the Company also markets certain categories of products under various licenses, including Carter's(R), Disney(R), Graco(R) and Serta(R). KOOSHAREM LLC: S&P Assigns 'B-' CCR on Bankruptcy Emergence ----------------------------------------------------------- Standard & Poor's Ratings Services assigned Koosharem LLC its 'B-' corporate credit rating. The outlook is stable. At the same time, S&P assigned the company's $370 million first- lien term loan due 2020 exit financing a 'B-' issue-level rating, with a recovery rating of '4', indicating S&P's expectation for average (30%-50%) recovery of principal in the event of a payment default. The company has used issue proceeds and new cash equity of $229 million to satisfy all claims and outstanding obligations of the company in accordance with its Chapter 11 bankruptcy reorganization. The 'B-' corporate credit rating on Koosharem LLC reflects S&P's assessment of the business risk profile as "vulnerable" and its financial risk profile as "highly leveraged" following the company's May 16, 2014, emergence from Chapter 11 bankruptcy protection and completion of its financial restructuring. "We view Koosharem's business risk profile as "vulnerable" because of its position as a smaller-size player in the highly fragmented, competitive, and cyclical temporary staffing industry. The competitive nature of the staffing industry and the company's size expose Koosharem to competitive pricing pressures from much larger players with greater operating efficiencies. We expect Koosharem to continue to underperform its larger peers, especially in revenue growth and EBITDA margin. Discounting is widespread in the industry and even the largest players operate with thin EBITDA margins. Koosharem generates roughly 40% of revenues in California, which makes the company vulnerable to cyclical shifts in the local economy and high workers' compensation costs. Highly cyclical, thin-margin, light industrial staffing accounts for about 60% of the overall business. Light industrial staffing demand is highly susceptible to the continued downsizing of U.S. manufacturing and the outsourcing of jobs overseas. Also, the company operates company-owned offices and franchises (23% of revenues), which have been largely acquired over the past few years. These businesses have distinct brands and target different end-markets, making synergies difficult to realize," S&P said. "We assess the company's financial risk profile as "highly leveraged". Pro forma leverage reflects the roughly $200 million or about 35% reduction in debt from nearly $600 million under the prepetition capital structure. Pro forma April 30, 2014, lease- adjusted debt to EBITDA declined to a still-high 6.5x from over 10x. The financial restructuring results in a more than $30 million (50%) reduction in annual cash interest expense. We project that discretionary cash flow to debt will be roughly 10% in 2014, benefitting from lower interest expense. We expect discretionary cash flow in 2014 will be constrained by an increase in capital expenditures relating to information technology maintenance and improvements that were deferred over the last few years because of the company's high leverage and thin liquidity. Nevertheless, we see the potential for ongoing high financial risk in connection with the company's ownership by its former lenders," S&P said. LANDAMERICA FIN'L: Loses Bid to Recoup $263,462 from SoCal Edison ----------------------------------------------------------------- Bankruptcy Judge Kevin R. Huennekens ruled on cross motions for summary judgment filed by LandAmerica Financial Group, Inc., and Southern California Edison. The Motions concern the avoidance and recovery of certain allegedly fraudulent transfers pursuant to 11 U.S.C. Sec. 548 (a)(1)(B) and Virginia Code Sec. 55-81. On Nov. 24, 2010, LandAmerica filed a Complaint against Southern California Edison seeking to avoid and recover certain transfers in the aggregate amount of $263,462.69 made by LFG to Southern California Edison during the nine-month period immediately preceding the Petition Date. The Court conducted a hearing on the Motions on May 1, 2014. Finding that LFG received reasonably equivalent value in exchange for the transfers it made to Southern California Edison through the operation of LFG's centralized cash management system, the Court denies the motion for summary judgment filed by LFG and grants summary judgment in favor of the Defendant. The case is, LandAmerica Financial Group, Inc., Plaintiff, v. Southern California Edison, Defendant, APN 10-03819-KRH (Bankr. E.D. Va.). A copy of the Court's May 19, 2014 Memorandum Opinion is available at http://is.gd/g5VzGffrom Leagle.com. About LandAmerica Financial LandAmerica Financial Group, Inc., provided real estate transaction services with offices nationwide and a vast network of active agents. LandAmerica Financial Group and its affiliate LandAmerica 1031 Exchange Services Inc. filed for Chapter 11 protection (Bankr. E.D. Va. Lead Case No. 08-35994) on Nov. 26, 2008. Attorneys at Willkie Farr & Gallagher LLP and McGuireWoods LLP served as co-counsel. Zolfo Cooper served as restructuring advisor. Epiq Bankruptcy Solutions served as claims and notice agent. Attorneys at Akin Gump Strauss Hauer & Feld LLP and Tavenner & Beran PLC served as counsel to the Creditors Committee of 1031 Exchange. Bingham McCutchen LLP and LeClair Ryan served as counsel to the Creditors Committee of LFG. In its bankruptcy petition, LFG reported total assets of $3.325 billion and total debts of $2.839 billion as of Sept. 30, 2008. On March 6, 2009, March 27, 2009, March 31, 2009, July 17, 2009, Oct. 12, 2009, and Nov. 4, 2009, various LFG affiliates -- LandAmerica Assessment Corporation, LandAmerica Title Company, Southland Title Corporation, Southland Title of Orange County, Southland Title of San Diego, LandAmerica Credit Services, Inc., Capital Title Group, Inc., and LandAmerica OneStop Inc. -- also commenced voluntary Chapter 11 cases. The Chapter 11 cases of LFG, LES, and the LFG Affiliates are jointly administered under case number 08-35994. LandAmerica filed a Joint Plan of Liquidation on Sept. 9, 2009. The Court on Nov. 23, 2009, entered an order confirming the Joint Chapter 11 Plan of LFG and its Affiliated Debtors, dated Nov. 16, 2009, as to all Debtors other than OneStop. The effective date with respect to the Plan was Dec. 7, 2009. Plan trustees were appointed for LFG and LES. LEHMAN BROTHERS: SBS Series B Shareholders Propose Board Nominees ----------------------------------------------------------------- Lehman Brothers Holdings Inc. on May 21 disclosed that holders of a majority of outstanding shares of Spanish Broadcasting System, Inc. Series B Preferred Stock have selected two candidates for election to the company's board of directors. Holders of such preferred stock have the right to elect two directors at SBS's upcoming 2014 Annual Meeting of Stockholders to be held in Miami on June 6, 2014. The company was informed of the selection in a letter sent on May 19, 2014 by Lehman Brothers Holdings Inc., which holds approximately 38.8% of the Series B Preferred Stock. Lehman is currently making distributions for the benefit of its creditors pursuant to its court-approved bankruptcy plan. The preferred shareholder nominees are Alan Miller and Gary Stone, who bring a diverse set of expertise, professional experience and relevant industry knowledge to the role of independent director. Mr. Miller, a retired senior partner of the law firm Weil, Gotshal & Manges, LLP, has extensive experience serving on company boards and a track record of creating shareholder value. Mr. Stone has over forty years of radio broadcasting experience, including thirty years in Spanish media, and is a seasoned chief operating officer who has served in this capacity for ten years with Univision Radio. About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 08-13555) on Sept. 15, 2008. Lehman's bankruptcy petition disclosed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. Affiliates Merit LLC, LB Somerset LLC and LB Preferred Somerset LLC sought for bankruptcy protection in December 2009. The Debtors' bankruptcy cases were initially handled by Judge James M. Peck. In March 2014, the case was reassigned to Judge Shelley C. Chapman after Judge James M. Peck resigned to join Morrison & Foerster LLP as co-chairman of the restructuring and insolvency practice. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Dennis F. Dunne, Esq., Evan Fleck, Esq., and Dennis O'Donnell, Esq., at Milbank, Tweed, Hadley & McCloy LLP, in New York, serve as counsel to the Official Committee of Unsecured Creditors. Houlihan Lokey Howard & Zukin Capital, Inc., is the Committee's investment banker. On Sept. 19, 2008, the Honorable Gerard E. Lynch of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. Lehman emerged from bankruptcy protection on March 6, 2012, more than three years after it filed the largest bankruptcy in U.S. history. The Chapter 11 plan for the Lehman companies other than the broker was confirmed in December 2011. Lehman made its first payment of $22.5 billion to creditors in April 2012, a second payment of $10.2 billion on Oct. 1, 2012, and a third distribution of $14.2 billion on April 4, 2013. The brokerage is yet to make a first distribution to non-customers, although customers are being paid in full. LINDA CAMPBELL: Order Approving Bid to Value Real Property Upheld ----------------------------------------------------------------- US BANK N.A., et al., Plaintiff, v. CAMPBELL, et al., Defendant, Case No. 13-cv-04872-BLF (N.D. Calif.), is an appeal from the bankruptcy court's Order on the Motion to Value Real Property filed by debtor-defendant, Linda K. Campbell. The question before the bankruptcy court was whether, at the time the Debtor filed for bankruptcy, her primary residence was a home at Skyview Drive in Seaside, California. This determination had been requested by the Debtor as a prerequisite to submitting a reorganization plan under Chapter 11 of the Bankruptcy Code which would include a re- valuation of the Skyview Drive property to reduce her secured indebtedness. Under the Code, such a course of action would only be proper if the Skyview Drive property was not Defendant's primary residence at the date she filed the bankruptcy petition. After reviewing the evidence, including testimony from the Defendant and two witnesses, the bankruptcy court granted the Debtor's Motion, finding that the primary residence was not the Skyview Drive property, but instead was a residence she shared with her boyfriend, Ted Thorsted, on Rolling Meadows Drive in Salinas, California. U.S. Bank timely brings the appeal, the sole issue of which is whether the bankruptcy court erred in granting Appellee's Motion to Value. In a May 19, 2014 Order available at http://is.gd/N5Ysajfrom Leagle.com, District Judge Beth Labson Freeman in San Jose, Calif., affirmed the bankruptcy court's Order. The District Court held that the bankruptcy court made sufficient factual determinations upon which it based its conclusions of law, and those factual findings were based on ample evidence found in the record. U.S. Bank has failed to demonstrate clear error by the bankruptcy court. Ms. Campbell filed for relief under Chapter 13 of the Bankruptcy Code on November 16, 2012. Thereafter, on March 5, 2013, her bankruptcy was converted to a Chapter 11 when she determined that she had exceeded the debt ceiling limits for filing under Chapter 13 as established under Bankruptcy Code Sec. 109(e). US Bank N.A., IS represented by Michelle Rene Ghidotti, Esq., and Cathy A Knecht, Esq., at the Law Offices of Michelle R. Ghidotti. Linda K. Campbell is represented by Jason Nels Vogelpohl, Esq., at Central Coast Bankruptcy Inc. LIVE NATION: S&P Assigns 'B+' Rating to $250MM Sr. Unsecured Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services assigned Beverly Hills, Calif.- based Live Nation Entertainment Inc.'s proposed $250 million senior unsecured notes due 2022 its 'B+' issue-level rating, with a recovery rating of '5', indicating S&P's expectation for modest recovery (10% to 30%) for noteholders in the event of default. The company is also issuing $250 million in senior unsecured convertible notes due 2019, but S&P will not rate this debt. The company will use proceeds from the issuances to repay the existing $220 million senior unsecured convertible notes and for general corporate purposes, including potential acquisitions. The 'BB-' corporate credit rating and stable outlook on Live Nation Entertainment Inc. reflects S&P's expectation that the company will be able to maintain debt leverage below 5x and that operating performance will be relatively stable because of business diversity. Pro forma lease-adjusted debt leverage as of March 31, 2014, was 4.4x. S&P considers the company's business risk profile "fair," based on its strong competitive position in the live entertainment and ticketing businesses, notwithstanding the low EBITDA margin of the concert business and increasing ticketing competition. S&P views the company's financial risk profile as "aggressive" because of its moderately high debt leverage and significant capital expenditure requirements. S&P assess management and governance as "fair." S&P could lower the rating to 'B+' over the intermediate term if weaker operating performance causes fully adjusted debt leverage to rise above 6x and if the company's margin of covenant compliance falls below 15% with no prospects of improvement on a sustained basis. Specifically, this could occur if concert attendance declines in 2014, causing EBITDA to decline by 20% and discretionary cash flow to narrow, or if competitive risks appear to be increasing. Although a less likely scenario, S&P could consider upgrading Live Nation to 'BB' over the intermediate term if the company demonstrates consistency in EBITDA and discretionary cash flow trends, and adheres to a long-term financial policy that facilitates adjusted debt leverage of less than 4x. RATINGS LIST Live Nation Entertainment Inc. Corporate Credit Rating BB-/Stable/-- New Rating Live Nation Entertainment Inc. Senior Unsecured $250M notes due 2022 B+ Recovery Rating 5 LJ/HAH HOLDINGS: S&P Assigns Preliminary 'B' CCR; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its preliminary 'B' corporate credit rating to Auburn Hills, Mich.- based automotive supplier LJ/HAH Holdings Corp., parent company of Henniges Automotive Holdings Inc. The outlook is stable. "We also assigned our 'B' preliminary issue rating (with preliminary '3' recovery rating) to Henniges's proposed $285 million term loan B, maturing 2021. Proceeds of the proposed term loan are expected to be used to repay Henniges's existing term loan and revolving facility borrowings and to pay a one-time dividend to the financial sponsor. Henniges is also resetting its asset-backed revolving credit facility, which we do not rate, at $50 million," S&P noted. "Our preliminary 'B' corporate credit rating on LJ/HAH reflects our view of the company's 'weak' business risk profile and 'highly leveraged' financial risk profile, as defined in our criteria," said Standard & Poor's credit analyst Nancy Messer. The "weak" business risk profile on LJ/HAH is based on Henniges's small scale and narrow product scope as a supplier of sealing and anti-vibration products in the highly cyclical global auto industry. The industry is characterized by high fixed costs, capital intensity, volatile raw material costs, and continuing pricing pressure from customers and competitors. S&P believes Henniges's revenue growth through 2014 and into 2015 will be determined by the pace of auto production in North America, especially demand for light trucks, and in China. S&P views Henniges's customer mix as concentrated; 70% of its 2013 revenues were attributable to just three automakers--General Motors Co., Ford Motor Co., and Volkswagen AG. S&P expects market share losses or sudden extended production cuts by any of these automakers, although not likely in the near term, to significantly affect Henniges's financial results. Also, Henniges's geographic concentration of light-vehicle sales by region is high, as North America accounts for 58% of revenues but Asia only 18%. Henniges estimates that it has the No. 2 market position in North America, but S&P believes the company's small size and narrow geographical diversity relative to its peer Cooper-Standard Holdings Inc. may limit meaningful improvement in its competitive position. The company's product mix diversity is limited, supplying only highly engineered sealing (82% of revenues) and anti-vibration systems (14%). S&P believes other global auto industry participants are able competitors, and some, in its view, have a stronger market position and better financial risk profiles than Henniges. The financial risk profile assessment reflects S&P's view that debt leverage will remain high and the company will use up to $10 million in free operating cash flow in each of the next two years. Debt reduction will be limited by investments to support new business launches and expansion in China. In S&P's view, Henniges's financial policies will remain aggressive, given its concentrated private-equity ownership. S&P believes LJ/HAH will have adequate liquidity in the near term, even if EBITDA declines following the proposed recapitalization. The stable outlook reflects S&P's view that global light-vehicle demand will allow LJ/HAH to increase revenues by about 4.5%, on average, annually, and that EBITDA will increase at a slightly higher rate because of recent restructuring and launches of new business. S&P believes these factors will keep leverage at 4.5x to 5.0x, but reported free operating cash flow will remain slightly negative. For the preliminary 'B' rating, S&P expects leverage to remain near 5x, with no meaningful deficits in free operating cash flow through 2015. "We could raise the rating if we believed that LJ/HAH's free operating cash flow to debt would be more robust than our base case. That is, reported FOCF would need to be positive, adjusted FOCF to debt to reach 5% or better on a sustained basis, and debt to EBITDA of less than 4x. This could occur if global light- vehicle production exceeded our expectations in the next two years, allowing the company to benefit from its operating leverage," S&P said. Alternatively, S&P could lower the rating if vehicle demand in North America and Europe begins to fall, raw material prices rise higher than anticipated, or if operational inefficiencies arise that significantly weaken the company's credit measures and produce meaningfully negative reported free cash flow, constraining liquidity. MANTECH INTERNATIONAL: Moody's Withdraws B1 Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of ManTech International, Inc., following the company's repayment of its $200 million 7.25% senior unsecured notes on April 15, 2014. All rated debt has been repaid and, pursuant to Moody's Ratings Withdrawal Policy, all ratings are being withdrawn. Ratings to be withdrawn: Corporate Family, Ba1 Probability of Default, Ba1-PD Speculative Grade Liquidity, SGL-1 Ratings Rationale ManTech's Ba1 Corporate Family Rating reflected a conservative balance sheet, $1 billion in funded backlog, and the favorable cashflow generation characteristic of a highly variable cost structure. US military operational tempo has nonetheless been declining as US troops leave Afghanistan. ManTech's revenues have started to significantly contract. Further, budgetary pressures have made the defense services contracting business more price competitive and slowed the acquisition process, adding pressure. ManTech's recent elimination of debt within the capital structure should help sustain net profitability. The Speculative Grade Liquidity rating of SGL-1 denoted very good liquidity. A free cash flow generative operating position is expected near-term. While the company's cash balance became more modest in April following the debt repayment, presence of an undrawn $500 million revolver and good covenant headroom provides support. The revolver expires in October 2016. ManTech International Corporation is a technology service provider to the U.S. Department of Defense, intelligence community, Departments of Homeland Security, Justice & State departments and other civilian branches of the federal government. Principal services include systems engineering and integration, software, enterprise & security architecture, information assurance and processing, cyber security and logistical support. Revenues in the last twelve months ended March 31, 2014 were $2.1 billion. MARINA BIOTECH: Daniel Geffken Named Interim CFO ------------------------------------------------ The Board of Directors of Marina Biotech, Inc., authorized the appointment of Daniel E. Geffken, M.B.A., as interim chief financial officer. Mr. Geffken replaces Philip C. Ranker, who resigned as interim chief financial officer and secretary of the Company effective as of the close of business on Dec. 31, 2013. Mr. Ranker currently serves as a member of the Company's Board of Directors. Mr. Geffken, age 57, is a founder and managing director at Danforth Advisors, LLC, where he has served since 2011. He has worked in both the life science and renewable energy industries for the past 20 years. His work has ranged from early start-ups to publicly traded companies with $1 billion+ market capitalizations. Previously, he served as COO or CFO of four publicly traded and four privately held companies, including Seaside Therapeutics, Inc., where he served as COO from 2009 to 2011. In addition, he has been involved with multiple rare disease-focused companies in areas such as Huntington's disease, amyotrophic lateral sclerosis, fragile X syndrome, hemophilia A and Gaucher disease, including the approval of enzyme replacement therapies for the treatments of Fabry disease and Hunter syndrome. Mr. Geffken has raised more than $700 million in equity and debt securities. Mr. Geffken started his career as a C.P.A. at KPMG and, later, as a principal in a private equity firm. Mr. Geffken received his M.B.A from the Harvard Business School and his B.S. from the Wharton School, University of Pennsylvania. The Company previously entered into a Consulting Agreement, effective as of Jan. 9, 2014, with Danforth Advisors, LLC, pursuant to which the Company engaged Danforth to serve as an independent consultant for the purpose of providing the Company with certain strategic and financial advice and support services during the one-year period beginning on Jan. 9, 2014. Mr. Geffken is a founder and managing director at Danforth. The Company anticipates that it will pay Danforth approximately $250,000 during the first year of the engagement. The Company also issued to Danforth, upon the effectiveness of the agreement, 10-year warrants to purchase up to 100,800 shares of the Company's common stock, which warrants are exercisable at $0.481 per share and will vest on a monthly basis over the two-year period beginning on the effective date of the agreement. About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. KPMG LLP, in Seattle, expressed substantial doubt about Marina Biotech's ability to continue as a going concern following the 2011 financial results. The independent auditors noted that the Company has ceased substantially all day-to-day operations, including most research and development activities, has incurred recurring losses, has a working capital and accumulated deficit and has had recurring negative cash flows from operations. The Company reported a net loss of $29.42 million in 2011, compared with a net loss of $27.75 million in 2010. The Company's balance sheet at Sept. 30, 2012, showed $8.01 million in total assets, $10.36 million in total liabilities and a $2.35 million total stockholders' deficit. "The market value and the volatility of our stock price, as well as general market conditions and our current financial condition, could make it difficult for us to complete a financing or collaboration transaction on favorable terms, or at all. Any financing we obtain may further dilute the ownership interest of our current stockholders, which dilution could be substantial, or provide new stockholders with superior rights than those possessed by our current stockholders. If we are unable to obtain additional capital when required, and in the amounts required, we may be forced to modify, delay or abandon some or all of our programs, or to discontinue operations altogether. Additionally, any collaboration may require us to relinquish rights to our technologies. These factors, among others, raise substantial doubt about our ability to continue as a going concern." "Although we have ceased substantially all of our day-to-day operations and terminated substantially all of our employees, our cash and other sources of liquidity may only be sufficient to fund our limited operations until the end of 2012. We will require substantial additional funding in the immediate future to continue our operations. If additional capital is not available, we may have to curtail or cease operations, or take other actions that could adversely impact our shareholders," the Company said in its quarterly report for the period ended Sept. 30, 2012. As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as the principal accountants for Marina Biotech, Inc., and Wolf & Company, P.C., had been engaged as replacement. MERITAGE HOMES: S&P Raises Corp. Credit Rating to 'BB-' ------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Meritage Homes Corp. to 'BB-' from 'B+'. The outlook is stable. In addition, S&P raised the issue-level ratings on the company's unsecured senior notes to 'BB-' from 'B+'. The recovery rating on this debt remains '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default. "The upgrade reflects the company's strong operating performance, with continued double-digit growth in homes-closed volume and average sale price and stable gross profit margins in the 20% to 23% range," said Standard & Poor's credit analyst Kenny Tang. In addition, the company has benefited from its operating leverage such that its key credit metrics have steadily improved, with net debt to EBITDA leverage of 2.5x and EBITDA to interest coverage of 5.0x. The stable outlook reflects S&P's expectation that the company will continue to generate consistent operating performance resulting in credit metrics that is reflective of the significant financial risk profile. S&P would consider an upgrade if the company can consistently maintain or improve its credit metrics at the current level or better. S&P would expect metrics such as funds from operations to debt of at least 20% to 30%, EBITDA interest coverage of at least 3.0x to 6.0x, and net debt to EBITDA of 2.0x to 3.0x. This could result in the removal of the unfavorable comparative rating analysis. S&P would consider a downgrade if the company's operating performance deteriorates enough that the credit measures were to weaken materially due to weaker-than-expected growth or a more- aggressive land acquisition strategy. MERRIMACK PHARMACEUTICALS: Stockholders Elected 9 Directors ----------------------------------------------------------- At the 2014 annual meeting of stockholders of Merrimack Pharmaceuticals, Inc., held on May 13, the Company's stockholders: (1) elected Robert J. Mulroy, Gary L. Crocker, James van B. Dresser, Gordon J. Fehr, John Mendelsohn, M.D., Sarah E. Nash, Michael E. Porter, Ph.D., James H. Quigley, and Anthony J. Sinskey, Sc.D., to the Company's board of directors, each for a one year term ending at the Company's 2015 annual meeting of stockholders; and (2) ratified the selection of PricewaterhouseCoopers LLP as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014. On May 13, 2014, the Organization and Compensation Committee of the Board of Directors of Merrimack Pharmaceuticals approved the annual performance-based cash bonus program for 2014 for the Company's named executive officers. The 2014 Bonus Program is comprised of the following three elements: (1) the achievement of specified annual corporate objectives; (2) the achievement of specified annual individual performance objectives; and (3) the support of the overall management of the Company and the creation of long-term value for the Company's stockholders, which are referred to as the general management contribution. The corporate objectives for 2014 generally focus on preparing for the commercialization of MM-398, advancing the Company's clinical and preclinical pipeline and pursuing various business development opportunities. The individual performance objectives for 2014 for each named executive officer generally relate to the following: * for Robert J. Mulroy, advancing the Company's corporate objectives and submitting a new drug application for MM-398; * for William A. Sullivan, ensuring adequate funding for the Company and complying with all obligations as a public company; * for William M. McClements, developing the organizational capabilities and infrastructure necessary to support the Company's growth; * for Ulrik B. Nielsen, advancing the Company's preclinical and clinical product candidates; and * for Edward J. Stewart, building a commercial organization, preparing for the commercialization of MM-398 and supporting various business development opportunities. The general management contribution of each named executive officer will be evaluated retrospectively and will broadly focus on overall contributions during the year to the improvement of processes and efficiency, the development of human and scientific capacity and the development and management of stakeholders, including partners, collaborators, investigators, stockholders and licensees, rather than on specific, pre-determined criteria. Each named executive officer is eligible to receive an annual cash bonus under the 2014 Bonus Program up to a fixed percentage of his base salary. For 2014, Mr. Mulroy is eligible to receive an annual cash bonus of up to 50 percet of his 2014 base salary and each of Mr. Sullivan, Mr. McClements, Dr. Nielsen and Mr. Stewart is eligible to receive an annual cash bonus of up to 35 percent of his respective 2014 base salary. For Mr. Mulroy, the Committee will weigh each of the three foregoing elements equally when determining the percentage of the annual cash bonus that he will receive. For each of Mr. Sullivan, Mr. McClements, Dr. Nielsen and Mr. Stewart, the Committee will look at the three foregoing elements as a whole. If the Committee determines that the named executive officer has substantially satisfied the elements as a whole, then the named executive officer will receive his full annual cash bonus. On the other hand, if the Committee determines that the named executive officer has not substantially satisfied the elements as a whole, then the named executive officer will not receive an annual cash bonus. Notwithstanding the foregoing, the Committee has the authority to, in its sole discretion, adjust the bonus percentage in connection with its review of the named executive officer's performance and to modify the amount of the annual cash bonus above or below the amount calculated. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $130.68 million in 2013, a net loss of $91.75 million in 2012 and a net loss of $79.67 million in 2011. As of March 31, 2014, the Company had $164.98 million in total assets, $230.77 million in total liabilities and $168,000 in non-controlling interest and a $65.96 million total stockholders' deficit. MICHAEL FOODS: S&P Affirms 'B' CCR, Off CreditWatch --------------------------------------------------- Standard & Poor's Ratings Services affirmed all of its ratings, including the 'B' corporate credit rating, on Minnetonka, Minn.- based Michael Foods Group Inc., and removed all ratings from CreditWatch with negative implications, where S&P placed them on April 17, 2014. The outlook is stable. The ratings affirmation for Michael Foods follows the affirmation of S&P's ratings on Post Holdings and the removal of those ratings from CreditWatch with negative implications, earlier today. "This rating affirmation reflects our assessment that the business and financial risk profiles for Post Holding will remain unchanged following the acquisition of Michael Foods," said Standard & Poor's credit analyst Chris Johnson. "In the event the acquisition by Post Holdings is completed as contemplated, the ratings on Michael Foods will not change." The ratings on Michael Foods absent the acquisition reflect S&P's assessment that the company has a "fair" business risk profile and "highly leveraged" financial risk profile. S&P's business risk assessment incorporates the company's exposure to volatile commodity costs, product concentration, and participation in highly competitive segments with larger competitors. "We also believe Michael Foods benefits from its strong market position in its core egg products business and a growing value-added product portfolio. Our financial risk assessment is based on the company's significant debt burden, aggressive financial policy, and credit measures that we believe will remain in line with our "highly leveraged" indicative ratios (leverage over 5x and funds from operations (FFO) to total debt below 12%) for the next two years," said S&P. Michael Foods is narrowly focused as a specialty egg producer and distributer to the food service, retail, and food ingredients markets. MOBILESMITH INC: Bob Dieterle Appointed COO and SVP --------------------------------------------------- The Board of Directors of MobileSmith, Inc., appointed Mr. Bob Dieterle, age 48, to serve as the Company's chief operating officer and senior vice president. Bob Dieterle has served as the Company's Senior Vice President and General Manager since February 2010. Mr. Dieterle is chief innovator of the Company's flagship product, the MobileSmith(R) Platform. Mr. Dieterle brings with him over 20 years of global technology experience from companies like IBM and Lenovo and is an accomplished thought leader in the adoption and commercialization of emerging technologies at the consumer and enterprise levels. Prior to joining the Company, Mr. Dieterle served as the Executive Director of World Wide Product Management and Marketing of Services at Lenovo from 2005 to 2009. Mr. Dieterle has a B.S. in Electrical Engineering from North Carolina State University, and an M.B.A. from Duke University's Fuqua School of Business. For his service as chief operating officer, Mr. Dieterle is paid a base salary of $141,200 per year, and he is entitled to incentive pay based on client development and retention. Mr. Dieterle is also able to participate in the Company's 2004 Equity Compensation Plan. There are no transactions in which Mr. Dieterle has an interest requiring disclosure under Item 404(a) of Regulation S-K. 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. In their report on the consolidated financial statements for the year ended Dec. 31, 2013, 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. MOBIVITY HOLDINGS: Registered for Resale 23.1 Million Shares ------------------------------------------------------------ Mobivity Holdings Corp. filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement to register 23,114,580 shares of common stock that may be offered for sale for the account of Sandor Capital Master Fund, Ballyshannon Partners LP, Porter Partners, LP, et al. The amount includes 6,593,424 shares to be issued to the selling stockholders only if and when they exercise warrants held by them. The shares owned by the selling stockholders may be sold in the over-the-counter market, or otherwise, at prices and terms then prevailing or at prices related to the then-current market price, or in negotiated transactions. Although the Company will incur expenses in connection with the registration of the common stock, the Company will not receive any of the proceeds from the sale of the shares of common stock by the selling stockholders. The Company will receive gross proceeds of up to $7,912,109 from the exercise of the warrants, if and when they are exercised. The Company's common stock is quoted on the OTC Markets under the symbol "MFON". The last reported sale price of the Company's common stock as reported by the OTC Markets on May 16, 2014, was $1.35 per share. A copy of the Form S-1 prospectus is available for free at: http://goo.gl/YYOPZV About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings reported a net loss of $16.75 million in 2013, a net loss of $7.33 million in 2012 and a net loss of $16.31 million in 2011. MOUNTAIN PROVINCE: Incurs C$1.2 Million Net Loss in 1st Quarter --------------------------------------------------------------- Mountain Province Diamonds Inc. reported a net loss of C$1.22 million for the three months ended March 31, 2014, as compared with a net loss of C$4.83 million for the sale period last year. As of March 31, 2014, the Company had C$153.62 million in total assets, C$36.32 million in total liabilities and C$117.29 million in total shareholders' equity. "The Company currently has no source of revenues. In the three months ended March 31, 2014 and the year ended December 31, 2013, the Company incurred losses, had negative cash flows from operating activities, and will be required to obtain additional sources of financing to complete its business plans going into the future. Although the Company had working capital of $28,244,765 at March 31, 2014, including $39,808,653 of cash and short-term investments, the Company has insufficient capital to finance its operations and the Company's share of development costs of the Gahcho Kue Project (Note 7) over the next 12 months. The Company is currently investigating various sources of additional funding to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, rights offerings, credit and debt facilities, as well as the exercise of outstanding options. However, there is no certainty that the Company will be able to obtain financing from any of those sources. Failure to meet the obligations to the Company's share in the Gahcho Kue Project may lead to dilution of the interest in the Gahcho Kue Project and may require the Company to write off costs capitalized to date. These conditions indicate the existence of a material uncertainty that results in substantial doubt as to the Company's ability to continue as a going concern," the Company stated in the Report. A copy of the Report is available for free at: http://is.gd/Ovlpr1 Additional information can be obtained for free at: http://is.gd/4jy7hJ About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. As of Dec. 31, 2013, the Company had C$110.36 million in total assets, C$19.17 million in total liabilities and C$91.19 million in total shareholders' equity. MSC HOLDINGS: S&P Withdraws 'B' Ratings at Company's Request ------------------------------------------------------------ Standard & Poor's Ratings Services said it withdrew its 'B' corporate credit rating on MSC Holdings Inc. and its 'B' issue level ratings on the company's proposed bank term loan at the issuer's request. NEONODE INC: Closes Sale of $10 Million Common Shares ----------------------------------------------------- Neonode Inc. completed a previously-announced private placement of common stock for $10 million in gross proceeds. Under the terms of the private placement, Neonode issued to an institutional investor 2,500,000 shares of common stock at a price of $4.00 per share and a warrant to purchase an additional 2,500,000 shares of common stock at an exercise price of $5.09. The warrant is exercisable for 18 months. If the warrant for 2,500,000 shares of common stock at an exercise price of $5.09 is fully exercised for cash, Neonode will receive an additional $12.7 million in gross proceeds. Additional information is available for free at: http://goo.gl/uBZ8rw 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. As of March 31, 2014, the Company had $8.78 million in total assets, $5.30 million in total liabilities and $3.48 million in total stockholders' equity. NEONODE INC: Columbus Capital Holds 5.9% Equity Stake ----------------------------------------------------- Columbus Capital Management, LLC, and Matthew D. Ockner disclosed in a Schedule 13D filed with the U.S. Securities and Exchange Commission that as of May 7, 2014, they beneficially owned 2,245,900 shares of common stock of Neonode Inc. representing 5.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://goo.gl/7fUt1P 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. As of March 31, 2014, the Company had $8.78 million in total assets, $5.30 million in total liabilities and $3.48 million in total stockholders' equity. NEPHROS INC: Matthew Rosenberg Appointed to Board ------------------------------------------------- The Board of Directors of Nephros, Inc., approved the appointment of Matthew Rosenberg to the Board. Mr. Rosenberg's initial term will expire at the Company's annual meeting of stockholders to be held in 2015. The Company will provide Mr. Rosenberg with the standard compensation and indemnification approved for non- employee directors. Dr. Rosenberg is an accomplished professional with extensive healthcare public policy experience. Dr. Rosenberg was formerly at McKinsey & Company, a global management consulting firm, where he focused on the Healthcare Systems and Services Practice. Dr. Rosenberg specializes in driving impact for payors and providers through strategic, organizational and operational improvements, including managed care contracting, alternative reimbursement designs, and clinical operations improvement. Dr. Rosenberg received his A.B. in Economics from Harvard University and his M.D. from Yale University School of Medicine. "I am very pleased to welcome Matthew to Nephros' Board of Directors," stated John C. Houghton, CEO of Nephros. "Matthew's medical background and healthcare policy experience will provide valuable resources to the Board." "As a current shareholder, I am enthusiastic about the wide range of commercial opportunities for Nephros' product lines," stated Dr. Rosenberg. "I look forward to contributing as an active member of the Board as Nephros considers these opportunities." Annual Meeting Results At the 2014 annual meeting of stockholders of the Company which was held on May 16, 2014, the stockholders: (1) elected Daron Evans and Lawrence J. Centella to the Board for a term expiring at the annual meeting of stockholders in 2017; (2) ratified the appointment of Rothstein Kass as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014; (3) approved, on a non-binding advisory basis, the compensation of the Company's named executive officers; and (4) approved, on a non-binding advisory basis, the holding of future advisory vote on executive compensation every two years. Accordingly, the Company has determined that it will hold a biennial advisory vote on executive compensation until the next vote on the frequency of future non-binding advisory votes on the compensation of the Company's named executive officers. About Nephros River Edge, N.J.-based Nephros, Inc., is a commercial stage medical device company that develops and sells high performance liquid purification filters. Its filters, which it calls ultrafilters, are primarily used in dialysis centers and healthcare facilities for the production of ultrapure water and bicarbonate. Nephros, Inc., reported a net loss of $3.69 million in 2013 following a net loss of $3.26 million in 2012. As of March 31, 2014, the Company had $3.05 million in total assets, $2.29 million in total liabilities and $766,000 in total stockholders' equity. Rothstein Kass, in Roseland, 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 has incurred negative cash flow from operations and net losses since inception. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. NORTEL NETWORKS: Units Spar Over Patent Sale -------------------------------------------- The cross-border battle over how to distribute $7.3 billion from Nortel Networks Corp.'s liquidation got underway in Delaware and Ontario, and units of the bankrupt telecom have presented proposals on how to divide proceeds of the patent sale. According to Law360, opening arguments saw three Nortel constituencies make cases for how to split the company's liquidation proceeds, paying extra attention on how to handle the $4.5 billion raised from a blockbuster patent sale. The units have not agreed to anything yet but units in the United States, Europe, United Kingdom have definitely agreed that the Canadian debtors should not get 100% share of the patent proceeds, Law360 said. Nortel's Canadian constituencies argued in court that they are entitled to the lion's share -- they proposed 82.2% or about $6 billion -- of the proceeds because they owned the massive patent portfolio that fetched the bulk of the liquidation proceeds. The Canadian units said 13.7% should go to the U.S. affiliates, while 4.1% will go to Europe, Law360 said, citing court documents. The Canadian debtors held title to the intellectual property under Nortel's intracompany patent agreement, while the U.S. and European units held only limited rights that brought little to the auction, attorney Benjamin Zarnett of Goodmans LLP said, Law360 related. What was granted to the units outside of Canada was a license and each debtor's share of the sale proceeds should be based on the scope of what it contributed to the sale, Mr. Zarnett told the Toronto court, according to Law360. Nortel's chief restructuring officer, John Ray, said on May 21 that Nortel considered forming a patent-licensing firm before it auctioned off its intellectual property because Google Inc., the initial bidder at the auction, was so worried Nortel would back out that it demanded protection in case the sale was canceled, Steven Church and Michael Bathon, writing for Bloomberg News, reported. Messrs. Church and Bathon said Mr. Ray's testimony could be used to show that U.S. creditors deserve the lion's share of the money from the patent sale as Google might not have been so worried about losing access to the patents if it didn't think the U.S. licenses weren't valuable. Joseph Checkler, writing for The Wall Street Journal, said the trial is one of the largest bankruptcy cases ever dealt with in Canadian courts, and will be closely watched in the legal community because of the unusual cross-border hearing conducted using closed-circuit video cameras before Justice Frank Newbold of the Ontario Superior Court and Judge Kevin Gross of the U.S. Bankruptcy Court in Wilmington, Del. The proceedings will follow legal practices in each country for portions of the trial conducted in each jurisdiction, which means witnesses will be questioned and cross-examined under rules in effect in whichever country they appear, according to Mr. Checker. There are 56 people on the witness list for the trial, but all may not end up being called to testify, he said. Law360, citing bankruptcy practitioners, said the process could be the beginning of a trend for all manner of multijurisdictional litigation, running the gamut from personal injuries cases to tangled contract disputes. Nortel has said in court papers that it spent at least $1.3 million to upgrade both the U.S. and Canadian courtrooms to prepare for the trial, but Judge Walsh said the expense is a drop in the bucket compared to what it would have cost to hold one trial in Canada and then do the whole process again in the United States, Law360 added. Peg Brickley, writing for The Wall Street Journal, said the arguments and evidence -- and the arguments about the evidence -- have been kept out of public view, filed under seal in the U.S. Bankruptcy Court in Delaware. Ms. Brickley, citing lawyers, said mostly those secrets filed under seal are other companies' secrets. Attorneys for Nortel said pretrial briefs, which were also filed under seal, included some proprietary information, mainly related to third parties connected to the purchase of the debtor's patent portfolio in a mammoth $4.5 billion sale, Law360 said. The confidentiality of the court documents were opposed by many, according to Law360, that trial lawyers worked on unsealing pretrial briefs before the start of the trial. Even presiding judges -- U.S. Bankruptcy Judge Kevin Gross and Justice Frank J. C. Newbould of the Ontario Superior Court -- wondered why the documents had been kept secret, Law360 said. The Canadian judge even went on to criticize the lawyers' tactics "a huge waste of money" and their fees "shocking," citing the interests of thousands of pensioners who lost benefits and pay in Nortel's 2009 collapse, a separate report from The Wall Street Journal said. The main trial is expected to run until the end of June, with an extra portion to run until the end of July to deal with issues of intra-company claims between Nortel divisions, the Journal related. In the Delaware court, Nortel's U.S. arm is represented by Cleary Gottlieb Steen & Hamilton LLP and Morris Nichols Arsht & Tunnell LLP. The Canadian debtors are represented Allen & Overy LLP and Buchanan Ingersoll & Rooney PC. The European entities are represented by Hughes Hubbard & Reed LLP and Young Conaway Stargatt & Taylor LLP. The U.K. pension plan is represented by Willkie Farr & Gallagher LLP and Bayard PA. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. NORTEL NETWORKS: Trial Uses LiveDeposition.com's Software --------------------------------------------------------- LiveDeposition.com, which calls itself "the only universal local and web-based" realtime deposition streaming technology for the legal industry, helped make courtroom history with the involvement of their software in the $7.3 billion dollar bankruptcy proceedings of Nortel Networks, Inc. On January 14, 2009 Nortel Networks, Inc., manufacturer of telecommunications and data networking equipment filed Chapter 11 Bankruptcy, setting the stage for what is now considered one of the largest, most complex bankruptcy trials in the history of both the Canadian and United States Judicial Systems. On Monday, May 12, 2014 the official courtroom proceedings began and LiveDeposition.com's realtime streaming software took center stage, playing a key role in the process. LiveDeposition.com's RemoteRealtime(TM) gives legal teams the tools they need to remotely participate in legal proceedings from any location, without the hassle of downloading or installing software. In addition to allowing the court reporter's realtime transcript to be sent through the cloud to offsite participants, RemoteRealtime(TM) also allows live video and audio to be streamed to anyone, from anywhere and at any time. The Nortel Trial is unique in that it is a cross-border joint trial taking place simultaneously in both the United States and Canada, with two courts and two judges each having to abide by their nation's own set of jurisdictional guidelines. The United States portion of the trial will take place in the United States Bankruptcy Court for the District of Delaware, Case Number 09- 10138(KG) and the Canada portion will take place in the Ontario Superior Court of Justice, Court File Number 09-CL7950. Due to the complexity of the trial and the multiple locations involved, having the means in place for instant communication was imperative, which is where the use of LiveDeposition.com's streaming technology comes into play. According to Steven Genter, Director of LiveDeposition.com, "The officials presiding over the trial, Judge Kevin Gross and Justice Frank Newbould, are able to use LiveDeposition.com via the internet to receive realtime testimony from reporters in each jurisdiction. The judges also have the ability to chat privately and securely with one another should they require throughout the trial." In addition to being used by the officials, on a daily basis dozens of legal professionals from the United States, Europe and Canada are remotely logging in and following along with the joint proceedings by watching the live video and listening to the audio stream, as well as receiving realtime testimony and using the secure chat capabilities found within LiveDeposition.com. Through this technology, legal teams are able to observe, and communicate with their colleagues, without the necessity of being in the courtroom, thereby saving significant travel and sundry costs. Traditionally the streaming software is used in pre-trial deposition proceedings. Genter went on to say, "In 2013 LiveDeposition.com provided steaming services to attorneys around the world for the depositions leading up to this unique trial. As an added complexity, there were typically four to six simultaneously streaming depositions taking place each day all from multiple countries, each of which were able to use LiveDeposition.com's technology." This is the first time LiveDeposition.com has been used in such a large scale courtroom setting and with the positive feedback received so far, it doesn't look like it will be the last; in fact they are hoping the Nortel Trials will act as a precedent for how technology will be used in future trials. Kim Neeson, president of Toronto's Neeson Court Reporting, said, "By bringing together court reporting excellence and state-of-the- art technology through LiveDeposition, truly the parties have the very best the market has to offer in terms of quality and delivery of realtime transcripts." For more information on LiveDeposition.com please visit http://www.livedeposition.comor call 888.337.6411. Headquartered in Sherman Oaks, CA, LiveDeposition.com is powered by MegaMeeting.com, a long-time resident of the video and web conferencing industry. As the only universal streaming solution on the market, LiveDeposition.com provides the Legal Industry with local and cloud-based remote deposition solutions, as well as web- based video conferencing and toll-free conferencing services. Being exempt from typical download and installation requirements, LiveDeposition.com works on all internet browsers, connects to all CAT software and litigation realtime viewers as well as offers mobile apps for iOS, Android and Kindle Fire users, making its state-of-the-art solutions easily accessible via PCs, Macs, iPhones, iPads, as well as all Android enabled tablets and smartphones. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, the Debtors are represented by Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton LLP; and Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell LLP. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. NORTHERN FRONTIER: S&P Assigns 'B-' LT Corp. Credit Rating ---------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B-' long-term corporate credit rating to Calgary, Alta.-based civil and logistics service provider Northern Frontier Corp. The outlook is stable. At the same time, Standard & Poor's assigned its 'B-' issue-level rating and '3' recovery rating to Northern Frontier's proposed C$75 million second-lien secured notes. The '3' recovery rating indicates S&P's expectation of meaningful (50%-70%) recovery for debtholders in a default scenario. "The ratings reflect Standard & Poor's view of the company's "vulnerable" business risk profile and "highly leveraged" financial risk profile," said Standard & Poor's credit analyst Aniki Saha-Yannopoulos. "The ratings also reflect our view of Northern Frontier's limited scope of operations, heavy dependence on the Canadian oil sands for growth, customer concentration, short operating history, and execution risks associated with its "buy and build" strategy. The ratings also incorporate the revenue backlog and customer diversity associated with the proposed acquisition of water and fluids transfer service provider Central Water & Equipment Services Ltd. and the company's low capital spending requirements," said S&P. Northern Frontier is a small oilfield service company operating exclusively in Alberta. It provides civil and logistics services to the steam-assisted gravity drainage oil sands market and plans to expand into a variety of industrial services. As part of its buy and build strategy, the company plans to acquire Central Water, which will provide Northern Frontier with access to more customers and revenue backlog, for about C$31 million. Pro forma the proposed refinancing, the company will have about C$80 million in adjusted debt (our adjustments include about C$5 million in leases). "The stable outlook reflects our view that Northern Frontier will be able to improve its EBITDA margin to about 25%-30% as it integrates the Central Water acquisition. At the same time, increased oil sands activity and cross-selling opportunities associated with Central Water should be able to provide growth opportunities for the next two years. Our expectation is that, during our forecast period, without any additional acquisitions, debt-to-EBITDA will stay below 3x through 2015," said S&P. "We could take a negative rating action if we believe that Northern Frontier's financial commitments are unsustainable. This could be possible if the company's cash flows are lower than expected, either due to weaker-than-forecast margins or higher balance-sheet debt, leading to less-than-adequate liquidity. Also, aggressive financing of growth (for instance, through acquisitions) or shareholder-friendly initiatives that increase leverage without prospects for rapid deleveraging would lead us to revisit our ratings and outlook," said S&P. "A positive rating action, which we view unlikely in the next 12 months, would depend on an improving business risk or financial risk profile. For example, if we expect Northern Frontier to maintain its EBITDA margin above 30% or improve business diversity, we might revise the business risk profile to "weak." Moreover, we would expect debt-to-EBITDA to remain below 3x while the company improves its competitive position. On the other hand, if we expect Northern Frontier FFO-to-debt to improve to and stay above 45%, we could consider a positive rating action," said S&P. NPS PHARMACEUTICALS: ING Groep Reports 5.6% Equity Stake -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, ING Groep N.V. and ING Bank N.V. disclosed that as of May 9, 2014, they beneficially owned 6,000,000 shares of common stock of NPS Pharmaceuticals, Inc., representing 5.64 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://goo.gl/EjaSZa About NPS Pharmaceuticals Based in Bedminster, New Jersey, NPS Pharmaceuticals Inc. (Nasdaq: NPSP) -- http://www.npsp.com/-- is developing new treatment options for patients with rare gastrointestinal and endocrine disorders. NPS Pharmaceuticals reported a net loss of $13.50 million in 2013, a net loss of $18.73 million in 2012 and a net loss of $36.26 million in 2011. The Company's balance sheet at March 31, 2014, showed $279.49 million in total assets, $174.13 million in total liabilities and $105.35 million in total stockholders' equity. OAK KNOLL MEADOWS: Case Summary & 8 Unsecured Creditors ------------------------------------------------------- Debtor: Oak Knoll Meadows Farm, Inc., a Kentucky corporation 630 Alameda St. Altadena, CA 91001 Case No.: 14-19931 Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Thomas B. Donovan Debtor's Counsel: Marc J Winthrop, Esq. WINTHROP COUCHOT PROFESSIONAL CORPORATION 660 Newport Center Dr Ste 400 Newport Beach, CA 92660 Tel: 949-720-4100 Email: mwinthrop@winthropcouchot.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Francesca Angela de la Flor, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-19931.pdf ORCKIT COMMUNUNICATIONS: Sues Networks3 Over Breach of Contract --------------------------------------------------------------- Orckit Communications Ltd. filed on May 15, 2014, a complaint in the Delaware Chancery Court against Networks3, Inc., and two funds of Hudson Bay Capital for breach of the Strategic Investment Agreement dated March 12, 2013, which was unlawfully terminated by them. Among other things, the complaint seeks specific performance of the agreed upon transactions, including the sale to Networks3 of the Company's patent portfolio, payments to the Company of $8,000,000 (of which $500,000 would be a subordinated loan), 10 percent of the shares in Networks3 and a portion of the profits of Networks3 from license fees received in respect of the Company's patents. 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. Orckit Communications reported a net loss of $5.95 million in 2013, a net loss of $6.46 million in 2012 and a net loss of $17.38 million 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. ORCKIT COMMUNICATIONS: Incurs $5.9 Million Net Loss in 2013 ----------------------------------------------------------- Orckit Communications Ltd. reported a net loss of $5.91 million on $8.17 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.50 million on $11.19 million of revenues in 2012. The Company incurred a net loss of $17.51 million in 2011. As of Dec. 31, 2013, the Company had $7.51 million in total assets, $21.54 million in total liabilities and a $14.03 million total capital deficiency. As previously reported by the Company, on March 5, 2014, representatives of the Company and representatives of the holders of the Company's Series A notes and Series B notes reached an agreement in principle with respect to a proposed arrangement under Section 350 of the Israeli Companies Law, which was presented by the joint committee of the representatives of the Note holders on Jan. 30, 2014. Set forth below are the highlights of the Arrangement: * 90 percent of the Notes and other outstanding obligations of the Company, including the financial obligations toward Mr. Izhak Tamir and Mr. Eric Paneth, would be exchanged for a new series of non-recourse secured notes due 2017, bearing interest at 9.5 percent per year; * The balance of the Company's obligations in excess of the new notes would be canceled in exchange for newly issued ordinary shares of the Company constituting 100 percent of the Company's share capital, on a fully diluted basis; * Mr. Tamir undertook to continue to serve as the Company's chief executive officer for at least three months following the consummation of the Arrangement, to assist the Company as requested for at least an additional 24 months in the area of customer support and for an unlimited period in the area of litigation and patent monetization; * The Company and its existing directors and officers would be granted waivers from claims that would be contingent upon the fulfillment by Mr. Tamir of aforementioned undertakings; and * The Company's directors would be replaced with directors designated by the Note holders. A copy of the Form 6-K is available for free at: http://is.gd/NYtxit 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. Orckit disclosed a net loss of $6.46 million on $11.19 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $17.38 million on $15.58 million of revenues for the year ended Dec. 31, 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.44 million in total assets, $24.03 million in total liabilities and a $11.59 million total capital deficiency. Kesselman & Kesselman, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that the Company has a 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. OVERLAND STORAGE: Conference Call Held on Discuss Merger -------------------------------------------------------- Overland Storage, Inc., previously entered into an Agreement and Plan of Merger with Sphere 3D Corporation, and S3D Acquisition Company, a wholly owned subsidiary of Sphere ("Merger Sub"). The Merger Agreement provides for a business combination whereby Merger Sub will merge with and into the Company, and as a result the Company will continue as the surviving operating corporation and a wholly owned subsidiary of Sphere. In connection with the Merger, the Company conducted an investor conference call on May 15, 2014, at 5:00 p.m. ET (2:00 p.m. PT) to discuss the Merger and certain other matters. A transcript of the conference call is available for free at http://goo.gl/u5nM3y On May 15, 2014, Eric L. Kelly sent a notice to the Company's employees informing them of the Company's entry into the Merger Agreement. A copy of the notice is available for free at: http://goo.gl/G8aLI3 In an amended Form 8-K current report filed with the U.S. Securities and Exchange Commission, the Company filed copies of the following exhibits: (a) Agreement and Plan of Merger, dated as of May 15, 2014, by and between the Company, Sphere 3D Corporation and Sphere 3D Acquisition Company http://goo.gl/n1bMn5 (b) Form of Voting Agreement, dated as of May 15, 2014, between Sphere 3D Corporation and certain Company shareholders http://goo.gl/Fok3RR (c) Promissory Note, dated as of May 15, 2014, between the Company and Sphere 3D Corporation http://goo.gl/rzX2Er About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage incurred a net loss of $19.64 million on $48.02 million of net revenue for the fiscal year ended June 30, 2013, as compared with a net loss of $16.16 million on $59.63 million of net revenue during the prior fiscal year. Moss Adams LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013, citing recurring losses and negative operating cash flows which raise substantial doubt about the Company's ability to continue as a going concern. PARKLAND FUEL: S&P Assigns 'BB-' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' long-term corporate credit rating to Alberta-based Parkland Fuel Corp. The outlook is stable. At the same time, Standard & Poor's assigned its 'BB-' issue-level rating and '4' recovery rating to the company's C$150 million senior unsecured notes. A '4' recovery rating indicates S&P's expectation of average (30%-50%) recovery in the event of a default. S&P bases the ratings on its view of Parkland's "weak" business risk profile and "significant" financial risk profile, which results in an initial analytical outcome (anchor) of 'bb-'. No modifiers are applied to the anchor. "We view Parkland's business risk profile as weak, reflecting the company's modest position in the fragmented fuel retail and wholesale market in Canada, its concentration in western Canada, and the earnings and cash flow volatility inherent in fuel sales," said Standard & Poor's credit analyst Donald Marleau. Parkland is the largest independent retailer and wholesaler of fuels in Canada, marketing through about 700 retail locations and more than 125 commercial locations in an industry dominated by the retailing arms of major oil companies. Parkland has carved out a niche supplying refined products in predominantly rural areas of western Canada, avoiding more intense competition and higher operating costs in urban areas, but ceding higher levels of traffic and volumes per outlet. The stable outlook on Parkland reflects S&P's expectation that the company's financial risk profile can absorb the inherent volume- driven swings that affect its profitability and cash flow. S&P expects Parkland will maintain debt-to-EBITDA below 3x, even after we incorporate acquisitions that could increase volumes 10% in each of the next two years. S&P could lower the rating if Parkland's earnings volatility or debt-funded acquisitions pushed debt-to-EBITDA above 4x with poor prospects for deleveraging. S&P estimates that such a scenario could emerge in 2014 or 2015 if organic volumes fall 3%-5%, which would represent an unusually large drop in demand. Also, S&P believes that a higher debt burden from large acquisitions would increase the sensitivity of credit metrics to earnings volatility. S&P could raise the rating if Parkland continues consolidating its key markets, which S&P believes would support a stronger business risk profile along with stronger shares of its core markets and less volatile cash flow, all while maintaining leverage in its target 2x-3x range. PENNSYLVANIA HIGHER 1997: Fitch Affirms B Rating on 8 Note Classes ------------------------------------------------------------------ Fitch Ratings affirms the ratings of the bonds issued by Pennsylvania Higher Education Assistance Agency 1997 Trust Indenture for the senior and subordinate bonds at 'BBBsf' and 'Bsf', respectively. The Rating Outlook is Stable for all of the bonds. KEY RATING DRIVERS High Collateral Quality: The trust collateral for the notes is comprised of 100% of Federal Family Education Loan Program (FFELP) loans. The credit quality of the trust collateral is high, in Fitch's opinion, based on the guarantees provided by the transaction's eligible guarantors and at least 97% reinsurance of principal and accrued interest provided by the U.S. Department of Education. Sufficient Credit Enhancement: CE is provided by overcollateralization (OC; the excess of trust's asset balance over bond balance), excess spread, and for the class A notes, subordination provided by the class B notes. As of the March 2014 distribution report, total and senior parity is 116.90% and 112.3% respectively. Although excess cash is being released from the trust, the parity remains above the release thresholds of 106% senior parity and 102% total parity. Adequate Liquidity Support: Liquidity support is provided by a cash Debt Service Reserve Account in the amount of 32,802,247 by a surety bond provided by Ambac and a $20 million Omnibus Reserve fund. Acceptable Servicing Capabilities: Pennsylvania Higher Education Assistance Agency and is the servicer of the portfolio, and Fitch believes that PHEAA is an acceptable servicer of FFELP student loans. RATING SENSITIVITIES Since FFELP student loan ABS rely on the U.S. government to reimburse defaults, 'AAAsf' FFELP ABS ratings will likely move in tandem with the 'AAA' U.S. sovereign rating. Aside from the U.S. sovereign rating, defaults and basis risk account for the majority of the risk embedded in FFELP student loan transactions. Additional defaults and basis shock beyond Fitch's published stresses could result in future downgrades. Likewise, a buildup of credit enhancement driven by positive excess spread given favorable basis factor conditions could lead to future upgrades. Fitch has affirmed the following ratings: Pennsylvania Higher Education Assistance Agency 1997 Trust Indenture Senior Class Notes --2000-1 class F-1 at 'BBBsf', Outlook Stable; --2000-3 class J-3 at 'BBBsf', Outlook Stable; --2000-3 class J-4 at 'BBBsf', Outlook Stable; --2001 class L-1 at 'BBBsf', Outlook Stable; --2001 class L-2 at 'BBBsf', Outlook Stable; --2002-1 class N-1 at 'BBBsf', Outlook Stable; --2002-1 class N-2 at 'BBBsf', Outlook Stable; --2002-3 class R-1 at 'BBBsf', Outlook Stable; --2002-4 class T-1 at 'BBBsf', Outlook Stable; --2002-4 class T-2 at 'BBBsf', Outlook Stable; --2002-4 class T-3 at 'BBBsf', Outlook Stable; --2002-4 class T-4 at 'BBBsf', Outlook Stable; --2002-4 class T-5 at 'BBBsf', Outlook Stable; --2002-5 class V-1 at 'BBBsf', Outlook Stable; --2002-5 class V-2 at 'BBBsf', Outlook Stable; --2002-5 class V-3 at 'BBBsf', Outlook Stable; --2002-5 class V-4 at 'BBBsf', Outlook Stable; --2003-1 class W-1 at 'BBBsf', Outlook Stable; --2003-1 class W-2 at 'BBBsf', Outlook Stable; --2003-2 class Y-1 at 'BBBsf', Outlook Stable; --2003-2 class Y-2 at 'BBBsf', Outlook Stable; --2003-2 class Y-3 at 'BBBsf', Outlook Stable; --2003-2 class Y-4 at 'BBBsf', Outlook Stable; --2004-1 class Z-1 at 'BBBsf, Outlook Stable; --2004-1 class Z-3 at 'BBBsf, Outlook Stable; --2004-1 class Z-4 at 'BBBsf', Outlook Stable; --2004-2 class AA-1 at 'BBBsf', Outlook Stable; --2004-2 class AA-2 at 'BBBsf', Outlook Stable; --2004-3 class BB-1 at 'BBBsf', Outlook Stable; --2004-3 class BB-2 at 'BBBsf', Outlook Stable; --2004-3 class BB-3 at 'BBBsf', Outlook Stable; --2004-3 class BB-4 at 'BBBsf', Outlook Stable; --2005-1 class CC-2 at 'BBBsf', Outlook Stable; --2005-2 class DD-1 at 'BBBsf', Outlook Stable; --2005-2 class DD-2 at 'BBBsf', Outlook Stable; --2005-3 class EE-1 at 'BBBsf', Outlook Stable; --2005-3 class EE-2 at 'BBBsf', Outlook Stable; --2005-3 class EE-3 at 'BBBsf', Outlook Stable; --2005-3 class EE-4 at 'BBBsf', Outlook Stable; --2005-4 class GG-1 at 'BBBsf', Outlook Stable; --2005-4 class GG-2 at 'BBBsf', Outlook Stable; --2005-4 class GG-3 at 'BBBsf', Outlook Stable; --2005-4 class GG-4 at 'BBBsf', Outlook Stable; --2005-4 class GG-5 at 'BBBsf', Outlook Stable; --2006-1 class HH-1 at 'BBBsf', Outlook Stable; --2006-1 class HH-2 at 'BBBsf', Outlook Stable; --2006-1 class HH-3 at 'BBBsf', Outlook Stable; --2006-1 class HH-4 at 'BBBsf', Outlook Stable; --2006-1 class HH-5 at 'BBBsf', Outlook Stable; --2006-1 class HH-6 at 'BBBsf', Outlook Stable; --2006-1 class HH-7 at 'BBBsf', Outlook Stable; --2006-1 class HH-8 at 'BBBsf', Outlook Stable; --2006-1 class HH-9 at 'BBBsf', Outlook Stable; --2006-1 class HH-10 at 'BBBsf', Outlook Stable; --2006-2 class JJ-1 at 'BBBsf', Outlook Stable; --2006-2 class JJ-2 at 'BBBsf', Outlook Stable; --2006-2 class JJ-3 at 'BBBsf', Outlook Stable; --2006-2 class JJ-4 at 'BBBsf', Outlook Stable; --2006-2 class JJ-5 at 'BBBsf', Outlook Stable; --2006-2 class JJ-6 at 'BBBsf', Outlook Stable; --2006-2 class JJ-8 at 'BBBsf', Outlook Stable; --2006-2 class JJ-9 at 'BBBsf', Outlook Stable; --2006-2 class JJ-10 at 'BBBsf', Outlook Stable; --2007 class LL-2 at 'BBBsf', Outlook Stable; --2007 class LL-3 at 'BBBsf', Outlook Stable; --2007 class LL-4 at 'BBBsf', Outlook Stable; --2007 class LL-5 at 'BBBsf', Outlook Stable; --2007 class LL-6 at 'BBBsf', Outlook Stable; --2007 class LL-7 at 'BBBsf', Outlook Stable; --2007 class LL-8 at 'BBBsf', Outlook Stable; --2007 class LL-9 at 'BBBsf', Outlook Stable; --2007 class LL-10 at 'BBBsf', Outlook Stable; --2007 class MM-1 at 'BBBsf', Outlook Stable; --2007 class MM-2 at 'BBBsf', Outlook Stable; --2007 class MM-3 at 'BBBsf', Outlook Stable; --2007 class MM-4 at 'BBBsf', Outlook Stable; --2007 class MM-6 at 'BBBsf', Outlook Stable. Pennsylvania Higher Education Assistance Agency 1997 Trust Indenture Subordinate Class Notes --2000-1 class G at 'Bsf', Outlook Stable; --2000-3 class K at 'Bsf', Outlook Stable; --2001 class M at 'Bsf', Outlook Stable; --2002-4 class U at 'Bsf', Outlook Stable; --2003-1 class X at 'Bsf', Outlook Stable; --2005-3 class FF at 'Bsf', Outlook Stable; --2006-1 class II at 'Bsf', Outlook Stable; --2007 class NN at 'Bsf', Outlook Stable. PHIBRO ANIMAL: Moody's Upgrades Corporate Family Rating to B1 ------------------------------------------------------------- Moody's Investors Service upgraded Phibro Animal Health Corporation's Corporate Family Rating to B1 and confirmed the company's B2-PD Probability of Default Rating. Moody's also affirmed the B1 ratings on the company's $100 million revolver and $290 million term loan B and assigned a speculative grade liquidity rating of SGL-2, signifying good liquidity. The ratings outlook is stable. This rating action concludes the ratings review of Phibro initiated on March 11, 2014. The upgrade of the Corporate Family Rating to B1 from B2 and stable outlook reflect the successful completion of the company's initial public offering ("IPO") and refinancing transaction, which resulted in an improvement in debt leverage to approximately 3.8 times and a reduction in cash interest expense, partially offset by an anticipated ongoing shareholder dividend of approximately $15 million annually. Proceeds from the IPO and term loan B of $125 million and $290 million, respectively, were used to repay the company's $300 million 9.25% senior notes (redeemed May 16th), $42.5 million of outstanding revolving credit facility advances, $24 million Mayflower term loan, $10 million BFI term loan, and related premiums, fees, and expenses. The transaction also added $6 million of cash to the company' s balance sheet. The following ratings actions were taken: Corporate Family Rating, upgraded to B1 from B2; Probability of Default Rating, confirmed at B2-PD; $100 million senior secured revolving credit facility due in 5 years, affirmed at B1 (LGD3, 31%); $290 million senior secured term loan B due in 7 years, affirmed at B1 (LGD3, 31%); Speculative grade liquidity rating, assigned SGL-2. Outlook to stable from rating under review. The B3 rating on the company's $300 million 9.25% senior unsecured notes was withdrawn following its redemption on May 16, 2014. Ratings Rationale Phibro's B1 Corporate Family Rating is supported by Moody's expectation that volume and profitability growth in the company's Animal Health Segment from global protein consumption expansion, particularly in emerging markets, will cause adjusted debt to EBITDA to improve to below 3.5 times over the next 12 to 18 months. At the same time, Phibro's relatively small revenue base and inconsistent free cash flow related to the company's growth strategy and shareholder-friendly financial policies constrain the rating. The B1 rating also considers Phibro's concentration and regulatory risk in the highly competitive animal health and mineral nutrition end-markets. The assigned SGL-2 speculative grade liquidity rating reflects Moody's expectation that Phibro will maintain a good liquidity profile over the next twelve months. Moody's anticipates that Phibro will generate positive free cash flow while maintaining full access to its $100 million revolving facility due in April 2019. There were no borrowings outstanding under the revolver as of the most recent fiscal period, pro-forma for the IPO. The revolver has a net leverage ratio covenant initially set at 4.5 times that steps down to 4.25 times on September 30, 2015. Moody's expect good liquidity cushion under the covenant. The stable outlook reflects Moody's expectation that Phibro will maintain a good liquidity profile, volume growth in domestic and emerging markets, and that any impact on operating performance from regulatory changes will be minimal. Although a ratings upgrade is unlikely in the near term, if the company were to increase scale and diversify revenue, mitigate regulatory risk, and sustain debt to EBITDA approaching 3.0 times as well as retained cash flow to net debt above 25%, the ratings could be upgraded. The ratings could be downgraded if increased regulatory risk were to negatively impact operating performance. In addition, if debt to EBITDA were sustained above 4.5 times and retained cash flow to net debt declined below 10% the ratings could be downgraded. The principal methodology used in this rating was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Phibro Animal Health Corporation is a diversified global developer, manufacturer and marketer of a broad range of animal health and mineral nutrition products to the poultry, swine, cattle, dairy, and aquaculture markets. Phibro is also a manufacturer and marketer of performance products for use in the personal care, automotive, chemical catalyst and electronics markets. BFI Co. LLC owns a majority of Phibro's common shares outstanding. Revenue for the last twelve month period ended March 31, 2014 was approximately $673 million. PHOENIX COS: S&P Puts 'B-' LT CCR on CreditWatch Negative --------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B-' long-term counterparty credit rating on Phoenix Cos. Inc. (Phoenix; NYSE: PNX) and its 'BB-' long-term counterparty credit and financial strength ratings on Phoenix's operating subsidiaries on CreditWatch with negative implications. Phoenix reported capital and surplus of $780.2 million as of first-quarter 2014, which is slightly higher than its level as of year-end 2013, but still noticeably lower than the $922.5 million reported as of year-end 2012. This decrease in the company's capital and surplus is mainly due to a $74.2 million dividend to the non-operating holding company in 2013, as well as $133 million in reserve strengthening to PHL Variable Insurance Co. This was partially offset by a $75 million capital infusion from the holding company and $29.9 million of net prior-period adjustments as a result of the restatement process and financial audits. "We will continue to monitor and analyze the company's operating performance and capitalization developments through second-quarter 2014," said Standard & Poor's credit analyst Patrick Wong. "We expect to resolve the CreditWatch within the next 60 to 90 days, once we are able to better project capitalization and operating performance. If through our analysis, we find that Phoenix's capitalization will remain below our expectations or deteriorate further, we could lower the ratings by one or more notches," said S&P. "Given its cash position, we do not expect Phoenix's holding company to have difficulty meeting its obligations in the immediate future. Nevertheless, long-term pressures on the group's capitalization may lead us to lower our long-term counterparty credit rating on the holding company, although it is unlikely that we would lower it by more than one notch," according to S&P. POST HOLDINGS: S&P Affirms 'B-' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services affirmed all its ratings, including its 'B' corporate credit rating, on St. Louis-based Post Holdings Inc. "We assigned our 'BB-' issue-level rating to the company's proposed $735 million term loan B due 2021 and now $400 million revolving credit facility due 2019. The recovery rating on the senior secured facilities is '1', indicating our expectations for very high (90% to 100%) recovery in the event of a payment default. We assigned our 'B' issue-level rating to the company's proposed $630 million senior notes due 2022. The recovery rating on these notes is '4', indicating our expectations for average (30% to 50%) recovery in the event of a payment default. All ratings are subject to review upon receipt and review of final documentation. The outlook is stable," according to S&P. "The rating actions reflect our view that Michael Foods will increase Post's operating scale, diversify its customer mix and sales channels, and add significant free operating cash flow," said Standard & Poor's credit analyst Bea Chiem. "However, we believe that Post has a limited operating track record under its new operating model and in its acquired businesses and has yet to realize meaningful synergies," continued Ms. Chiem. Proceeds from the proposed new debt, along with roughly $800 million cash, $200 million in proposed mandatory convertible tangible equity units, and $200 million in proposed common equity, will fund the acquisition and cover fees and expenses. PRINTPACK HOLDINGS: S&P Affirms 'B' CCR; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Atlanta-based Printpack Holdings Inc. The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a 'B-' issue rating to Printpack Holdings' proposed $75 million second-lien term loan maturing in 2021. The recovery rating on this debt is '5', indicating S&P's expectation for modest (10% to 30%) recovery in the event of a payment default. S&P also raised its issue rating to 'BB-' from 'B' and revised its recovery rating to '1' from '3' on the company's proposed $225 million first-lien senior secured term loan maturing in 2020, which has been reduced from $350 million. The '1' recovery rating indicates very high (90% to 100%) recovery in the event of a payment default. The credit facility also includes a proposed $180 million asset- based revolving credit facility (unrated). Proceeds will be used to refinance existing debt and to partly fund the company's ongoing capital improvement project. "Our 'B' rating on Printpack Holdings Inc. has been derived from our anchor of 'b+', based on our assessments of a "weak" business risk and "aggressive" financial risk profile for the company," said Standard & Poor's credit analyst Liley Mehta. S&P has adjusted its initial rating outcome downward by one notch using a comparative ratings analysis. With annual revenues of around $1.4 billion, family owned and privately held Printpack Holdings Inc., is the number 2 domestic producer of flexible rollstock, which is mainly used for packaging of relatively stable salted snack foods and for packaging cookies, confectionery, and bakery products. Other products include bags, labels and rigid packaging products for food and consumer products. The stable outlook reflects S&P's expectation that the company will improve earnings and cash from operations in fiscal 2015, and maintain both adequate liquidity and a financial policy consistent with the current ratings. S&P expect its adjusted debt to EBITDA of 4.5x to 5x and FFO to total adjusted debt that ranges between 12% to 15%, levels that S&P considers appropriate for the rating. S&P could lower the rating if earnings and cash flows are lower than it estimates either because the company's key customers fail to renew their contracts, or if Printpack is unable to achieve planned cost savings, such that Standard & Poor's-adjusted debt to EBITDA ratio is at and remains above 5x with no prospects for recovery. This could result from a decline in EBITDA margin of 100 basis points or more and a 2% or more decline in sales volume. Although unlikely in the near term, S&P could raise the rating if the company generates meaningful positive free cash and uses it to reduce debt, such that debt leverage improves to the low end of the aggressive range with adjusted debt to EBITDA ratio remaining in the 4x to 4.5x range on a sustainable basis. PROSPECT PARK: Creditors' Panel Hires Cole Schotz as Counsel ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Prospect Park Networks, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to retain Cole, Schotz, Meisel, Forman & Leonard, P.A. as counsel to the Committee, nunc pro tunc to Mar. 31, 2014. The Committee requires Cole Schotz to: (a) advise the Committee with respect to its rights, duties and powers in the Chapter 11 Case; (b) assist and advise the Committee in its consultations with the Debtor relative to the administration of the Chapter 11 Case; (c) assist the Committee in analyzing the claims of the Debtor's creditors and the Debtor's capital structure and in negotiating with holders of claims and equity interests; (d) assist the Committee in its investigation of the acts, conduct, assets, liabilities and financial condition of the Debtor and of the operation of the Debtor's business; (e) assist the Committee in its investigation of the liens and claims of the Debtor's lenders and the prosecution of any claims or causes of action revealed by such investigation; (f) assist the Committee in its analysis of, and negotiations with, the Debtor or any third party concerning matters related to, among other things, the assumption or rejection of leases of nonresidential real property and executory contracts, asset dispositions, financing of other transactions and the terms of one or more plans of reorganization for the Debtor and accompanying disclosure statements and related plan documents; (g) assist and advise the Committee in communicating with unsecured creditors regarding significant matters in the Chapter 11 Case; (h) represent the Committee at hearings and other proceedings; (i) review and analyze applications, orders, statements of operations and schedules filed with the Court and advise the Committee as to their propriety; (j) assist the Committee in preparing pleadings and applications as may be necessary in furtherance of the Committee's interests and objectives; (k) prepare, on behalf of the Committee, any pleadings, including without limitation, motions, memoranda, complaints, adversary complaints, objections or comments in connection with any of the foregoing; and (l) perform such other legal services as may be required or are otherwise deemed to be in the interests of the Committee in accordance with the Committee's powers and duties as set forth in the Bankruptcy Code, Bankruptcy Rules or other applicable law. Cole Schotz will be paid at these hourly rates: David R. Hurst, Member $590 Daniel F.X. Geoghan, Member $495 Mark Tsukerman, Associate $290 Pauline Ratkowiak, Paralegal $245 Members $380-$800 Associates $210-$400 Paralegals $185-$245 Cole Schotz will also be reimbursed for reasonable out-of-pocket expenses incurred. Daniel F.X. Geoghan, member of Cole Schotz, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on May 28, 2014, at 2:00 p.m. Objections were due May 5, 2014. Cole Schotz can be reached at: Daniel F.X. Geoghan, Esq. COLE, SCHOTZ, MEISEL, FORMAN & LEONARD, P.A. 900 Third Avenue, 16th Floor New York, NY 10022 Tel: (646) 563-8925 Fax: (646) 563-7925 E-mail: dgeoghan@coleschotz.com About Prospect Park Networks Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and management company, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50 million to $100 million in assets, and $10 million to $50 million in debts. The petition was signed by Jeffrey Kwatinetz, president. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H. Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's bankruptcy counsel. The Debtors' Chapter 11 plan and disclosure statement are due May 29, 2014. The U.S. Trustee for Region 3 selected three creditors to serve on the Official Committee of Unsecured Creditors. PROSPECT PARK: CohnReznick to Provide Tax Credit-Related Services ----------------------------------------------------------------- Prospect Park Networks, LLC seeks authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Cohn Reznick LLP as an ordinary course professional, nunc pro tunc to Mar. 10, 2014. The Debtor seeks entry of an order authorizing the continued employment of Cohn Reznick in the ordinary course of business and without the need to complete formal retention or fee applications pursuant to sections 105(a), 327, 328, 330 and 363 of the Bankruptcy Code. The Debtor retained Cohn Reznick as an independent auditor to comply with the procedural requirements of Connecticut relating to the issuance of the Tax Credit. Pre-petition, the Debtor experienced delays and difficulties in obtaining the Tax Credit, and requires the continued services of Cohn Reznick to ensure that all of the requirements for issuance of the Tax Credit are met, and that the Tax Credit is issued as soon as possible. The Debtor proposes a fee cap for the work to be provided by Cohn Reznick in the amount of $40,000. If fees owed to Cohn Reznick exceed the Case Cap, such fees shall only be paid subject to further Court approval. For the avoidance of doubt, the Debtor requests that the Court authorize the Debtor to pay Cohn Reznick the fees and costs incurred in connection with its representation of the Debtor, subject to the Case Cap and when sufficient funds become available in the Debtor's estate, including fees and costs which Cohn Reznick incurred in the ordinary course of business prior to the commencement of this Chapter 11 case in an amount not to exceed $17,500 (the "Pre-Petition Amount"). The Court for the District of Delaware will hold a hearing on the application on May 28, 2014, at 2:00 p.m. Objections were due May 21, 2014. Cohn Reznick can be reached at: COHN REZNICK LLP 1212 Avenue of the Americas New York, NY 10036 Tel: (212) 297-0400 About Prospect Park Networks Prospect Park Networks, LLC, a Los Angeles, Calif.-based talent and management company, filed for Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-10520) in Wilmington, on March 10, 2014, estimating $50 million to $100 million in assets, and $10 million to $50 million in debts. The petition was signed by Jeffrey Kwatinetz, president. William E. Chipman, Jr., Esq., and Mark D. Olivere, Esq., at Cousins Chipman & Brown LLP, in Wilmington, Delaware; and John H. Genovese, Esq., Michael Schuster, Esq., and Heather L. Harmon, Esq., at Genovese Joblove & Battista, P.A. serve as the Debtor's bankruptcy counsel. The Debtors' Chapter 11 plan and disclosure statement are due May 29, 2014. The U.S. Trustee for Region 3 selected three creditors to serve on the Official Committee of Unsecured Creditors. QUANTUM FUEL: Incurs $3.2 Million Net Loss in First Quarter ----------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., reported a net loss attributable to stockholders of $3.20 million on $7.95 million of total revenues for the three months ended March 31, 2014, as compared with a net loss attributable to common stockholders of $6.90 million on $4.40 million of total revenues for the same period last year. As of March 31, 2014, the Company had $50.25 million in total assets, $21.78 million in total liabilities and $34.79 million in total stockholders' equity. "We were pleased to drive revenue growth and improve our operating performance during the quarter compared to the prior year, and at the same time strengthen our balance sheet. The quarter was also marked by several product introductions, including our innovative Back-of-Cab storage system that fully leverages our integration expertise and continues to provide the foundation for growth," stated Brian Olson, president and CEO of Quantum. Mr. Olson continued, "our new OEM-level storage systems, which have generated initial orders and received a lot of interest within the industry since their roll out, demonstrate that we are well positioned to leverage our core strengths of integrating our advanced tank technologies with our innovative complete fuel storage module systems to deliver value to the market." A copy of the press release is available for free at: http://is.gd/Ieai20 About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss attributable to stockholders of $23.04 million in 2013, a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. As of Dec. 31, 2013, the Company had $66 million in total assets, $49.02 million in total liabilities and $16.97 million in total stockholders' equity. QUANTUM FUEL: Paul Grutzner Appointed as Director ------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., held its 2014 annual meeting of stockholders on May 15 at which the Company's stockholders: (i) appointed Paul E. Grutzner to serve as a Class I director; (ii) approved an amendment to the Company's Amended and Restated Certificate of Incorporation increasing the Company's authorized shares of common stock to 50,000,000; (iii) approved the Company's issuance of shares of its common stock upon conversion of convertible notes and exercise of warrants; (iv) ratified the appointment of Haskell & White LLP as the Company's independent auditor for the year ending Dec. 31, 2014; (v) did not approve by the requisite vote an amendment to the Company's Amended and Restated Certificate of Incorporation to eliminate the staggered board provisions; (vi) approved, on an advisory basis, the compensation of the Company's named executive officers; and (vii) approved an adjournment of the Annual Meeting if more time was needed to solicit additional proxies in favor of Proposal 2. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss attributable to stockholders of $23.04 million in 2013, a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. As of March 31, 2014, the Company had $75.07 million in total assets, $40.28 million in total liabilities and $34.79 million in total stockholders' equity. QUICKSILVER RESOURCES: Three Directors Elected at Annual Meeting ---------------------------------------------------------------- The annual meeting of stockholders of Quicksilver Resources Inc. was held on May 14, 2014, at which the stockholders: (1) elected Thomas F. Darden, W. Byron Dunn and Mark J. Warner as directors to serve terms expiring at Quicksilver's annual meeting to be held in 2017; and (2) approved, on an advisory basis, the compensation of the Company's executive officers. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources posted net income of $161.61 million in 2013 following a net loss of $2.35 billion in 2012. The Company's balance sheet at March 31, 2014, showed $1.25 billion in total assets, $2.33 billion in total liabilities and a $1.07 billion total stockholders' deficit. * * * As reported by the TCR on June 17, 2013, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating to Caa1 from B3. "This rating action is reflective of Quicksilver's revised recapitalization plan," stated Michael Somogyi, Moody's Vice President and Senior Analyst. "Quicksilver's inability to complete its recapitalization plan as proposed elevates near-term refinancing risk given its weak operating profile and raises concerns over the sustainability of the company's capital structure." In the June 27, 2013, edition of the TCR, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Fort Worth, Texas-based Quicksilver Resources Inc. to 'CCC+' from 'B-'. "We lowered our corporate credit rating on Quicksilver Resources because we do not believe the company will be able to remedy its unsustainable leverage," said Standard & Poor's credit analyst Carin Dehne-Kiley. RADIANT OIL: Reports $3.7-Mil. Net Loss in Year Ended Dec. 31 ------------------------------------------------------------- Radiant Oil & Gas, Inc., reported a net loss of $4.34 million on $2.44 million of oil and gas revenues for the year ended Dec. 31 2013, compared with net income of $205,580 on $3.97 million of oil and gas revenues for the year ended Dec. 31, 2012. The Company has historically experienced losses and negative cash flows from operations and these conditions raise substantial doubt about its ability to continue as a going concern and management is attempting to raise additional capital to address the Company's liquidity. The Company believes that its negative cash flow from operations may continue at least through 2014. There can be no assurance that it will ever be able to raise sufficient capital to generate positive cash flow from operations. The Company reported a net loss of $4.34 million on $2.44 million of oil and gas revenues for the year ended Dec. 31 2013, compared with a net income of $205,580 on $3.97 million of oil and gas revenues for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $30.57 million in total assets, $40.48 million in total liabilities, commitments and contingencies of $50,000 and stockholders' deficit of $9.96 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available: http://is.gd/GSG1kL About Radiant Oil & Gas Houston, Tex.-based Radiant Oil & Gas, Inc., seeks to develop, produce, and acquire oil and natural gas properties along the Gulf Coasts of Texas and Louisiana and on the Outer Continental Shelf of the United States. RANGE RESOURCES: S&P Revises Outlook to Pos. & Affirms BB Ratings ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Range Resources Corp. to positive from stable. "We affirmed our 'BB' corporate credit rating on the company and our 'BB' issue rating on the company's senior subordinated debt. The recovery rating on the debt remains '3', reflecting our expectation of meaningful (50% to 70%) recovery in the event of a default," said S&P. "The outlook revision reflects our expectation that Ft. Worth, Texas-based independent oil and gas exploration and production company Range Resources will continue to expand its production by 20%-25% in 2014 while increasing its reserves and improving its financial profile. The company has expanded its production and reserves steadily in recent periods, primarily by focusing on its operations in the Marcellus shale, where the company has significant scale," said S&P. "The positive outlook reflects our expectation that Range Resources will continue to improve its reserves and production while controlling costs and maintaining a prudent capital structure," said Standard & Poor's credit analyst Susan Ding. "We could raise the rating by one notch to 'BB+' if the company is able to improve its financial profile, most likely by maintaining FFO to total debt above 45%," S&P said. "We would revise the outlook to stable if credit measures do not improve from current levels. We could lower the ratings if there were deterioration in the company's credit measures, such that FFO to total debt declined to less than 30% on a sustained basis, and/or there were a material weakening in operating performance or industry conditions. This could occur if natural gas prices declined materially or operating costs escalate substantially," according to S&P. REFCO PUBLIC: Disclosure Statement Hearing Set for June 25 ---------------------------------------------------------- Judge Brendan Linehan Shannon of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on June 25, 2014, at 9:30 a.m., Eastern time, to consider the entry of an order finding, among other things, that the disclosure statement explaining the Plan of Liquidation of Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index Fund, LP, contains "adequate information" within the meaning of Section 1125 of the Bankruptcy Code and approving the Disclosure Statement. The Fund filed the Chapter 11 case to propose the Plan to promptly reconcile its books and records and to set up a process for making distributions to holders of interests in the Fund. Under the Plan, holders of allowed secured and unsecured claims are not impaired and will receive full payment with interest on or as soon as practicable after the effective date of the Plan. Holders of limited partnership interests will each receive a pro rata share of remaining cash after payment of claims and will vote on the Plan. Holders of subordinated interests are not receiving anything and are deemed to reject the Plan. There are approximately 1,700 limited partners. As of the date of filing of the bankruptcy case, the Fund has $11.97 million in cash. The Fund expects to receive substantial additional distributions from the SPhinX Group through the end of its liquidation. The Plan provides that MAA, LLC, a Delaware limited liability company, the liquidating trustee appointed in the Chancery Court Proceeding, will serve as plan administrator. A full-text copy of the Chapter 11 Plan is available for free at http://bankrupt.com/misc/Refco_Public_Plan.pdf Responses and objections, if any, to the approval of the Disclosure Statement must be filed on or before June 18, and served on the following parties: * Refco Public Commodity Pool, L.P. f/k/a S&P Managed Futures Index Fund, LP c/o MAA, LLC 555 West Monroe Street, Suite 2500 Chicago, IL Attn: Daniel F. Dooley * Counsel to the Fund: Dennis J. Connolly, Esq. William S. Sugden, Esq. Suzanne N. Boyd, Esq. ALSTON & BIRD LLP 1201 West Peachtree Street Atlanta, GA 30309 -- and -- Russell C. Silberglied, Esq. Paul N. Heath, Esq. Amanda R. Steele, Esq. RICHARDS LAYTON & FINGER One Rodney Square 920 North King Street Wilmington, Delaware 19801 * Office of the United States Trustee District of Delaware 844 King Street, Suite 2207 Wilmington, Delaware 19801 Attn: Jane M. Leamy Email: jane.m.leamy@usdoj.gov About Refco Public Commodity Refco Public Commodity Pool, L.P., also known as S&P Managed Futures Index Fund, L.P., is a fund that was formed in May 2003 to make investments that substantially track the performance of the Standard & Poor's Managed Futures Index. It did this by investing substantially all of its assets in SPhinX Managed Futures Fund, SPC, a Cayman Islands domiciled segregated portfolio company. RefcoFund Holdings, LLC was the general partner of the Fund. Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014. Daniel F. Dooley signed the petition as managing member of MAA, LLC. The Debtor estimated assets of $17 million and debt of $0. The case is assigned to Judge Brendan Linehan Shannon. Alston & Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel. Richards, Layton & Finger, in Delaware, acts as local counsel. Morris Anderson & Associates, Ltd., is the Debtor's financial advisor, and Maples & Calder serves as the Debtor's Cayman Islands counsel. REFCO PUBLIC: U.S. Trustee Unable to Form Committee --------------------------------------------------- Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the U.S. Bankruptcy Court for the District of Delaware as of May 16 a committee of unsecured creditors has not been appointed in the Chapter 11 case of Refco Public Commodity Pool, L.P., f/k/a S&P Managed Futures Index Fund LP, because the Debtor's petition and schedules of assets and liabilities reflect less than three unsecured creditors. The Debtor's schedules disclose $18,761,981 in assets composed of: -- $24,744 in a checking account in PNC Bank; -- $11,942,826 in a savings account with PNC Bank; -- est. $6,415,500 in SPhinX Managed Futures Fund, SPC - Scheme Claims; and -- $378,910 in reimbursement rights under Amended Scheme. The Debtor discloses $0 in liabilities. Full-text copies of the Schedules are available for free at http://bankrupt.com/misc/REFCOsal0514.pdf About Refco Public Commodity Refco Public Commodity Pool, L.P., also known as S&P Managed Futures Index Fund, L.P., is a fund that was formed in May 2003 to make investments that substantially track the performance of the Standard & Poor's Managed Futures Index. It did this by investing substantially all of its assets in SPhinX Managed Futures Fund, SPC, a Cayman Islands domiciled segregated portfolio company. RefcoFund Holdings, LLC was the general partner of the Fund. Refco Public filed a Chapter 11 bankruptcy petition (Bankr. D. Del. Case No. 14-11216) in Wilmington, Delaware, on May 13, 2014. Daniel F. Dooley signed the petition as managing member of MAA, LLC. The Debtor estimated assets of $17 million and debt of $0. The case is assigned to Judge Brendan Linehan Shannon. Alston & Bird LLP in Atlanta, Georgia, serves as the Debtor's counsel. Richards, Layton & Finger, in Delaware, acts as local counsel. Morris Anderson & Associates, Ltd., is the Debtor's financial advisor, and Maples & Calder serves as the Debtor's Cayman Islands counsel. ROSETTA RESOURCES: Moody's Hikes Corporate Family Rating to Ba3 --------------------------------------------------------------- Moody's Investors Service upgraded Rosetta Resources, Inc.'s Corporate Family Rating (CFR) to Ba3 from B1. Moody's also upgraded the company's existing senior notes to B1 from B2 and assigned a B1 rating to its proposed senior notes offering of $400 million senior notes due 2024. The net proceeds from the senior notes offering will be primarily used to repay revolver borrowings. Moody's changed the Speculative Grade Liquidity Rating to SGL-3 and the rating outlook to stable. "The upgrade to Ba3 reflects Rosetta Resources' growing production, good cash margins, and expectation of continued low leverage," said Arvinder Saluja, Moody's Assistant Vice President- Analyst. "We expect the production and reserves related debt metrics to improve over the next 12-18 months, barring any sizeable debt financed acquisition, as the company executes its drilling program in both Eagle Ford and Permian." Issuer: Rosetta Resources Inc. Ratings assigned: Proposed $400 million Senior Unsecured Regular Bond/Debenture due 2024, Assigned B1 ( LGD4, 63%) Ratings upgraded: Corporate Family Rating, Upgraded to Ba3 from B1 Probability of Default Rating, Upgraded to Ba3-PD from B1-PD Senior Unsecured Regular Bond/Debenture, Upgraded to B1 (LGD4, 63%) from B2 (LGD4, 67%) Ratings Rationale The Ba3 CFR reflects Rosetta's expected step-up in production in 2014, its strong cash margins, a growing proportion of liquids production, and its competitive finding and development (F&D) costs. The rating also considers the company's high quality Eagle Ford and Permian Basin asset base with its sizable potential and visible drilling inventory. Rosetta continues to integrate the acquired Permian assets. The rating also incorporates Moody's expectation of improving leverage, measured by debt/average daily production and debt/proved developed reserves, as production ramps up along with more focus on horizontal drilling. Despite Rosetta's unlevered cash margins of roughly $33/BOE, the company is expected to outspend cash flow as it develops its two core areas and has over $1.1 billion of annual capital spending. Moody's expect an increase of $300-350 million in absolute debt level compared to 2013 year-end level. The B1 rating for the proposed senior notes reflects their unsecured nature and therefore subordination to the senior secured credit facility's potential priority claim to the company's assets. The company has an $800 million senior secured revolving credit facility due 2018. The size of the potential senior secured claims relative to the unsecured notes outstanding results in the senior notes being notched one rating below the Ba3 CFR under Moody's Loss Given Default Methodology. Rosetta's SGL-3 Speculative Grade Liquidity Rating reflects adequate liquidity through at least mid 2015. As of May 16, 2014, Rosetta had $450 million outstanding under its revolving credit facility which will largely be paid down following the notes issuance. However, with a projected 2014 capital spending budget of $1.1 billion, Rosetta will be outspending cash flow and will need availability under its revolver to fund the shortfall. Revolver covenants include a maximum debt/EBITDAX ratio of 4.0x and a minimum current ratio of 1.0x. As of March 31, 2014, Rosetta was in compliance with these covenants. The stable outlook reflects Moody's expectation of continued growth in production and reserves with strong full cycle metrics. Moody's expect leverage to decline over time through organic production growth. Moody's could upgrade the ratings if Rosetta continues to grow in size and scale (daily production over 80,000 BOE) mostly within cash flow with debt / average daily production of $25,000/BOE and debt/proved developed reserves trending towards $12/BOE. Moody's could downgrade the ratings if leverage deteriorates such that RCF / debt degrades to below 30% or if debt / average daily production is sustained above $35,000 BOE, or if profitability or capital productivity declines to the extent that Rosetta's leveraged full-cycle ratio drops below 2x. ROSETTA RESOURCES: S&P Lowers Sr. Unsecured Debt Rating to 'B+' --------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Houston- based exploration and production company Rosetta Resources Inc.'s senior unsecured debt to 'B+' (one notch below the corporate credit rating) from 'BB-' and revised its recovery rating to '5', indicating S&P's expectation of modest recovery (10%-30%) in the event of a payment default, from '4'. "At the same time, we assigned our 'B+' senior unsecured issue rating to Rosetta's proposed $400 million of senior notes due 2024. The recovery rating on the debt is '5', indicating our expectation of modest recovery (10%-30%) in the event of a payment default. The 'BB-' corporate credit rating and stable outlook are unaffected by the transaction," said S&P. "We expect proceeds from the offering will be used to repay outstanding borrowings under the company's credit facility and for general purposes," said S&P. "The downgrade reflects our lower recovery expectations for Rosetta's senior unsecured obligations following the issuance of the proposed $400 million notes." "The stable outlook reflects our view that Rosetta will continue to benefit from its liquids-related production and that its capital spending program will result in further development of its proved reserves. Under our base case scenario, we expect that Rosetta will maintain credit protection measures consistent with current ratings, with FFO to debt over 40% over the next 12 months," said Standard & Poor's credit analyst Paul Harvey. "We could lower the rating if Rosetta's credit measures weakened, such that FFO to debt were sustained below the 30% level, which could result from production well below our expectations or a change in financial policy that results in accelerated capital spending or debt-financed acquisitions," said S&P. "An upgrade will depend on Rosetta's ability to increase reserves and production, potentially through development of its Eagle Ford and Permian acreage. Given Rosetta's high proportion of undeveloped reserves and its small size and scale relative to 'BB' rated peers, we consider an upgrade unlikely in the near term, said S&P. ROYAL CARIBBEAN: S&P Revises Outlook to Pos. & Affirms 'BB' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Miami, Fla.-based cruise line operator Royal Caribbean Cruises Ltd. to positive from stable. All ratings on the company, including the 'BB' corporate credit rating, are affirmed. The revision of our outlook to positive reflects S&P's expectation that Royal will improve total lease and port commitment adjusted debt to EBITDA below 4.5x, funds from operations (FFO) to debt to about 20%, and EBITDA coverage of interest to above 6x by the end of 2015 as a result of meaningful revenue and EBITDA growth from the addition of a new class of ships to Royal's fleet, and general macroeconomic improvement. S&P believes improvement in credit measures to these levels could position Royal for a one-notch higher rating, in S&P's view, given our assessment of its business risk profile. The 'BB' corporate credit rating on Royal reflects S&P's assessment of the company's business risk profile as "satisfactory" and its assessment of its financial risk profile as "aggressive," according to S&P's criteria. "Our assessment of Royal's business risk profile as "satisfactory" is based on its position as the second largest cruise operator in the world, its solid brands, a relatively young, high-quality fleet of ships, high barriers to entry in the cruise industry, and an experienced management team. Key business risk factors include significant capital requirements required to fund new ship building, the lack of flexibility to pull back spending once a ship order is committed, and the cruise industry's sensitivity to the economic cycles," S&P said. "Our assessment of Royal's financial risk profile as "aggressive" reflects the company's high levels of debt and capital commitments for future ship deliveries. It also reflects our expectation that total lease and port commitment adjusted debt to EBITDA will be above 4.5x and FFO to debt below 20% at the end of 2014," S&P noted. SANMINA CORP: S&P Rates $350MM Sr. Secured Notes 'BB' ----------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating and '2' recovery rating to Sanmina Corp.'s $350 million senior secured notes due 2019. The '2' recovery rating indicates s&P's expectation of substantial (70%-90%) recovery in the event of a payment default. "At the same time, we raised our rating on Sanmina's $500 million unsecured notes due 2019 to 'BB-' from 'B+', and revised the recovery rating to '4' from '5'. The '4' recovery rating indicates our expectation for average (30% to 50%) recovery in the event of a payment default. We expect proceeds from the new senior secured notes to be used to partially redeem the existing unsecured notes," said S&P. S&P's 'BB-' corporate credit rating and stable outlook on Sanmina remain unchanged. RATINGS LIST Ratings Unchanged Sanmina Corp. Corporate Credit Rating BB-/Stable/-- New Rating Sanmina Corp. $350 mil. notes due 2019 Senior Secured BB Recovery Rating 2 Issue Rating Raised; Recovery Rating Revised Sanmina Corp. To From Senior Unsecured BB- B+ Recovery Rating 4 5 SCIENTIFIC GAMES: S&P Rates $375MM Sr. Subordinated Notes 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned New York-based Scientific Games Corp.'s subsidiary, Scientific Games International Inc.'s proposed new $375 million senior subordinated notes due 2021 an issue-level rating of 'B' (two notches below the corporate credit rating), with a recovery rating of '6', indicating the ratings agency's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. The company will use proceeds from the notes to fully repay the outstanding principal of the company's $350 million senior subordinated notes due 2019, to pay for early redemption premiums, to pay for fees and expenses, and for general corporate purposes. S&P continues to assess Scientific Games' financial risk profile as "highly leveraged" based on its forecast for adjusted leverage to remain high, at 5x or above through 2015. The notes issuance will increase debt balances modestly (by $25 million), and is expected to reduce interest expense modestly. RATINGS LIST Scientific Games Corp. Corporate Credit Rating BB-/Negative/-- New Rating Scientific Games International Inc. Senior Subordinated $375M notes due 2021 B Recovery Rating 6 SOLAR POWER: Charlotte Xi Quits as Director and Interim CFO ----------------------------------------------------------- Charlotte Xi resigned from the board of directors of Solar Power, Inc., and as interim chief financial officer effective as of May 16, 2014. Ms. Xi will continue as the Company's president and chief operating officer. 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. SOLAR POWER: Liquidator Appointed for Italian Unit SGT ------------------------------------------------------ Solar Power Inc., disclosed in a recent regulatory filing with the U.S. Securities and Exchange Commission that the board of directors of its wholly owned subsidiary Solar Green Technology S.p.A., a SEF developer headquartered in Milan, Italy, appointed on Dec. 30, 2013, a liquidator for SGT. Under Italian regulations, the liquidation process is controlled and carried out by the liquidator and the Company has no ability to exercise influence over SGT. According to Solar Power, as a result of these actions, the Company deconsolidated SGT on December 30, 2013 when the Company ceased to have a controlling financial interest in SGT. The Company recognized a gain on deconsolidation of $3.5 million which was recognized in other income in the statement of operations as the liquidation is a run-off of operations. Additionally, the Company deconsolidated net liabilities owned by SGT to parent LDK Solar of $2.0 million. As LDK is Solar Power's parent company, this portion of the deconsolidation was treated as debt forgiveness and a capital transaction recorded as an increase to additional paid in capital. Solar Power also said that SGT currently has insufficient funds to fund the SGT liquidation process. In the event SGT does not receive additional funds needed to proceed with the liquidation, SGT will likely be forced to file for bankruptcy protection. Upon filing for bankruptcy, the trustee for the SGT bankruptcy is required under Italian law to review SGT's background and recent history and may bring actions against SGT's officers, directors and the Company if it can be shown that such persons harmed SGT. Solar Power also disclosed that in February 2014, LDK, who owns approximately 71% of Solar Power's outstanding Common Stock, announced that LDK filed an application for provisional liquidation in the Cayman Islands in connection with its plans to resolve its offshore liquidity issues. It is unknown at this time if LDK's joint provisional liquidation will require or result in the Company disposing of assets in an orderly manner, in a liquidation scenario or at all. If the Company is required to dispose of assets to satisfy LDK's creditors, it could result in the Company incurring losses. Meanwhile, on March 25, 2014, Solar Power received notice from Cathay Bank stating that the Company is in default under the Business Loan Agreement dated December 26, 2011 and as amended on Jan. 2, 2013, due to (i) the Company failing to make payments as due pursuant to the Loan Agreement and pursuant to the forbearance agreements entered into between the parties, and (ii) the guarantor, LDK, filing an application for provisional liquidation in the Cayman Islands. Based on these events of default, Cathay Bank has accelerated the entire principal balance due under the Loan Agreement. The Company owes approximately $4.25 million under the Loan Agreement, plus accrued interest and fees. The balance under the Loan Agreement will continue to incur interest at 11% per year. If the Company cannot remedy the default, the Company does not have the ability to make the payments without additional sources of financing or accelerating the collection of outstanding receivables. Since the loan balance is secured by the Company's assets, Cathay Bank may foreclose on the collateral securing the loan which could significantly impact the Company's business and its financial results. SPANISH BROADCASTING: Approved for Listing on NASDAQ Global ----------------------------------------------------------- Spanish Broadcasting System, Inc., received approval from The Nasdaq Stock Market to transfer the listing of the Company's common stock from The NASDAQ Capital Market to The NASDAQ Global Market. The NASDAQ Global Market is one of the three markets for NASDAQ- listed stocks and operates similarly to The NASDAQ Capital Market. Companies listed on The NASDAQ Global Market must meet certain financial requirements and adhere to NASDAQ's corporate governance standards. The Company's common stock began trading on The NASDAQ Global Market at the opening of business on May 20, 2014. The Company's common stock will continue to trade under the symbol "SBSA." About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. The Company's balance sheet at March 31, 2014, showed $466.08 million in total assets, $526.56 million in total liabilities and a $60.47 million total stockholders' deficit. Spanish Broadcasting reported a net loss of $88.56 million in 2013, as compared with a net loss of $1.28 million in 2012. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. In July 2010, Standard & Poor's Ratings Services raised its corporate credit rating on Miami, Fla.-based Spanish Broadcasting System Inc. to 'B-' from 'CCC+', based on continued improvement in the company's liquidity position. "The rating action reflects S&P's expectation that, despite very high leverage, SBS will have adequate liquidity over the intermediate term to meet debt maturities, potential swap settlements, and operating needs until its term loan matures on June 11, 2012," said Standard & Poor's credit analyst Michael Altberg. As reported by the TCR on Dec. 4, 2012, Standard & Poor's Ratings Services revised its rating outlook on Miami, Fla.-based Spanish Broadcasting System Inc. (SBS) to negative from stable. "We also affirmed our existing ratings on the company, including the 'B-' corporate credit rating," S&P said. SURVEYMONKEY INC: Proposed Amendment No Impact on Moody's B2 CFR ---------------------------------------------------------------- Moody's Investors Service said SurveyMonkey Inc.'s amendment request and a contemplated transaction will not impact the B2 Corporate Family Rating, the existing debt ratings, or the stable rating outlook. The amendment request to the financial covenants which were scheduled to tighten over the next several years provides the company with sufficient headroom with its consolidated leverage ratio and removes the interest coverage covenant. The company is also proposing to upsize the revolving credit facility from $50 million to $75 million to provide an additional source of liquidity. SurveyMonkey Inc. is privately owned online survey company that was founded in 1999. TLC HEALTH: Court Approves Hodgson Russ as Labor Counsel -------------------------------------------------------- The Hon. Carl L. Bucki of the U.S. Bankruptcy Court for the Western District of New York authorized TLC Health Network to employ Hodgson Russ LLP as its special counsel for certain labor and health law matters. As reported in the Troubled Company Reporter on March 13, 2014, the Debtor said the firm will be required to render legal services relating to the administration and prosecution of certain labor and health care law issues that impact the Debtor during this Chapter 11 case. The firm's attorney charges between $140 and $625 per hour while paralegals and law clerks bill from $80 to $215 per hour. Garry M. Graber, Esq., attorney at the firm, assured the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debts of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's Special Health Care Law and Corporate Counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TODD-SOUNDELUX: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Todd-Soundelux, LLC 7080 Hollywood Blvd., 6th Floor Hollywood, CA 90028 Case No.: 14-19980 Chapter 11 Petition Date: May 21, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Sandra R. Klein Debtor's Counsel: Leslie A Cohen, Esq. LESLIE COHEN LAW PC 506 Santa Monica Bl Ste 200 Santa Monica, CA 90401 Tel: 310-394-5900 Fax: 310-394-9280 Email: leslie@lesliecohenlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by David F. Alfonso, chairman. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-19980.pdf TOWER GROUP: Posts $961-Mil. Net Loss in FY Ended Dec. 31 --------------------------------------------------------- Tower Group International, Ltd., reported a net loss of $961.35 million on $1.74 billion of total revenues in 2013, compared with a net loss of $31.92 million on $1.92 billion of total revenues in 2012. There can be no guarantee that the Company will be able to remedy current statutory capital deficiencies in certain of its insurance subsidiaries, maintain adequate levels of statutory capital in the future, or generate sufficient liquidity to repay the Notes due in 2014. Consequently, there is substantial doubt about the Company's ability to continue as a going concern, according to the Company's regulatory filing. The Company's balance sheet at Dec. 31, 2012, showed $3.95 billion in total assets, $3.85 billion in total liabilities, and stockholders' equity of $100.72 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/CHVt7V Tower Group International, Ltd., operates as a holding company with the interest in insurance services. The company operates through its insurance subsidiaries, which are focused on providing commercial, personal and specialty insurance and reinsurance products. It provides personal insurance products to individuals and commercial insurance products to small to medium-sized businesses through a dedicated team of retail and wholesale agents. The company also offers specialty products on an admitted and non-admitted basis, as well as through a network of program underwriting agents. It involves in underwriting, claims and reinsurance brokerage services to other insurance companies. The company was founded on Sept. 6, 2007, and is headquartered in Hamilton, Bermuda. TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt ------------------------------------------------------------ TransCoastal Corporation disclosed in its Annual Report on Form 10-K filed with the Securities and Exchange Commission that "We currently have long term liabilities in the form of bank debt in the amount of $17,500,000 which requires a monthly debt service payment of roughly $67,000 per month which uses a significant amount of our non-payroll cash and is secured by our producing well assets. Our monthly revenues, while currently sufficient to meet our debt service, do not provide adequate cash to allow us to grow our Company or provide a significant cushion in the event our revenues should decrease. Any default of our indebtedness could result in our creditors foreclosing on our producing well assets which would result in the Company seeking protection under the bankruptcy laws or ceasing as a going concern." As of December 31, 2013, the Company had a working capital deficit of $1,351,000, and an accumulated deficit of $42,201,000. For the year ended December 31, 2013, the Company had a net loss of $3,921,000 and used cash in operations of $1,654,000. The working capital deficit at December 31, 2013 is primarily the result of increased aged accounts payable and accrued liabilities due to a reduction in available cash to pay third party vendors, and the liability related to an arbitration settlement. These conditions raise substantial doubt about the Company's ability to continue as a going concern, according to the Company's independent registered public accounting firm: ROTHSTEIN KASS 2525 McKinnon Street, Suite 600 Dallas, TX 75201 Tel: 214-665-6000 During the year ended December 31, 2013, the Company entered into an investment agreement with a third party which allows the Company to put common shares to the third party for an aggregate purchase price up to $5,000. TransCoastal Corporation is an oil and gas exploration and production company focused primarily in the development of oil and gas reserves in the state of Texas. As of Dec. 31, 2013, it had total assets of $26,201,000 against total current liabilities of $2,239,000 and total long-term liabilities of $20,547,000. TRIUMPH GROUP: S&P Assigns 'BB-' Rating to $300MM Unsecured Notes ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB-' issue-level rating and '6' recovery rating to Triumph Group Inc.'s $300 million senior unsecured notes due 2022. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in a payment default scenario. The company plans to use the proceeds from the new notes to redeem its existing 8.625% $350 million senior unsecured notes due 2018 in order to take advantage of favorable market conditions and lower coupon rates, and improve liquidity by pushing out maturities. S&P also assigned a 'BBB' issue-level rating and '1' recovery rating to the company's first- lien facility, which includes a $1 billion revolver due 2018 and a $375 million term loan due 2019. The '1' recovery rating indicates S&P's expectation for very high recovery (90%-100%) in a payment default scenario. S&P's rating on Triumph reflects the company's strong competitive position as a supplier of aircraft structures and electromechanical controls and related maintenance and repair services and relatively stable operating efficiency, but also the cyclical and competitive nature of the commercial aviation market. S&P views the company's business risk profile as "satisfactory", its financial risk profile as "intermediate", and its liquidity "strong", based on its criteria. Recovery Analysis Key analytical factors -- S&P has completed a recovery analysis and it is assigning recovery and issue-level ratings on the company's senior secured revolver and term loan as well as the new senior unsecured notes due 2022. The company's capital structure comprises a $1 billion senior secured revolver, a $375 million senior secured term loan, a $175 million accounts receivable securitization facility, $375 million in 4.875% senior notes due 2021, $13 million in 2.625% convertible subordinated notes due 2022, and $300 million in new senior unsecured notes due 2022. -- The company also has a modest amount of capital leases and operating leases as well as pension obligations. -- S&P's simulated default scenario contemplates a default in 2019 because of a prolonged decline in military sales and a significant slowdown in commercial and business aircraft orders and deliveries, which in turn would cause a decline in EBITDA and lead to a payment default. -- S&P believes if Triumph were to default, a viable business model would remain because of the company's long-term and often sole-source military and commercial aviation contracts. As a result, S&P believes debt holders would achieve the greatest recovery value through reorganization rather than through liquidation. -- Other key default assumptions include: LIBOR of 375 basis point (bps); the revolver is fully drawn at default with total borrowings limited by letters of credit which are assumed to remain outstanding but undrawn; a 125-bp increase in the costs of borrowing on the revolver and term loan due to credit deterioration; and all debt has six months of interest outstanding at the point of default. -- In S&P's analysis, it assumes EBITDA partially recovers to approximately $250 million at emergence. S&P applied a 6x multiple to its estimate of EBITDA at emergence, bringing the unadjusted gross enterprise value to $1.5 billion. The 6x multiple is consistent with multiples S&P has used for comparable companies with similar profitability. S&P also assumed administrative claim expenses associated with the reorganization process at 7% of enterprise value given the relative complexity of the capital structure, resulting in a net enterprise value of $1.4 billion. -- After taking into account priority claims, there is about $1.1 billion to satisfy the senior secured claims resulting in a recovery rating of '1' on the low end of the range. This results in a corresponding recovery rating of '6' on the senior unsecured notes. Simulated default and valuation assumptions -- Simulated year of default: 2019 -- EBITDA at emergence: $250 million -- EBITDA multiple: 6.0x Simplified waterfall -- Net enterprise value (after administrative costs): $1,395 million -- Valuation split (obligors/nonobligors): 100%/0% -- Priority claims: $254 million -- Collateral value available to secured creditors: $1,141 million -- Secured first-lien debt: $1,263 million -- Recovery expectations: 90%-100% -- Senior unsecured debt: $692 million -- Other pari-passu unsecured claims: $308 million -- Recovery expectations: 0%-10% Note: All debt amounts include six months of prepetition interest. RATINGS LIST Triumph Group Inc. Corporate Credit Rating BB+/Stable/-- New Ratings Triumph Group Inc. $300M snr unsecured notes BB- due 2022 Recovery Rating 6 $1 billion revolver due 2018 BBB Recovery Rating 1 $375 million term loan due 2019 BBB Recovery Rating 1 TROJAN BATTERY: Moody's Assigns B2 CFR & Rates $235MM Debt B2 ------------------------------------------------------------- Moody's Investors Service assigned a B2 CFR and B3-PD, to Trojan Battery Company, Delaware LLC ("Trojan"). Concurrently, Moody's assigned a B2 rating to the company's proposed $235 million first lien term loan and $40 million revolving loan facilities. The new term loan will fund the redemption of the current term loan and revolver, as well as fund a dividend approximating $95 million to shareholders and pay related fees and expenses. The rating outlook is stable. Assignments: Issuer: Trojan Battery Company, Delaware LLC Probability of Default Rating, Assigned B3-PD Corporate Family Rating, Assigned B2 Senior Secured Revolver, Assigned B2, LGD3, 35% Senior Secured Bank Credit Facility, Assigned B2, LGD3, 35% Ratings Rationale The B2 CFR reflects the company's long established track record manufacturing and distributing deep-cycle lead-acid batteries and strong market position selling into the golf car, utility electric vehicle, floor cleaning, and aerial work platform markets, among others. Although it is a small company, it benefits from a strong market position with original equipment manufacturers. The company's revenue stream benefits from the consumable nature of batteries. Moody's anticipates the company's 2015 debt to EBITDA (Moody's adjusted) to be under 5 times and interest coverage to be over 3 times. Trojan's dividend of almost $95 million, while significant, is anticipated to leave the company with an adequate balance sheet to manage the current economic environment given Moody's expectations for growth in demand and the competitive climate. The company's liquidity is considered adequate based on the expectation that it will generate positive free cash flow and that its $40 million revolver will initially be unused. Capital expenditure requirements are not anticipated to be a significant drag on the company as annual growth in demand is likely in the low to mid single digits. The company is anticipated to have adequate room under its covenants. As to alternative forms of liquidity, most of its assets are pledged to its credit facility and while its foreign assets only provide a stock pledge, Moody's believe there are minimal overseas assets available to be sold to support liquidity in a distressed liquidity scenario. The new B2 rated first lien term loan is being issued by Trojan Battery Company, Delaware LLC and is guaranteed by its parent company Trojan Battery Holdings LLC. The first lien loans benefit from guarantees from the domestic operations which represent just over 60% of sales but essentially all of the company's manufacturing assets. The first lien is rated in line with the CFR, while the probability of default rating is one notch lower at B3-PD. In both cases the ratings reflect the lack of meaningful liabilities in a first loss position in a default scenario. The stable outlook considers the increased leverage resulting from the transaction with debt to EBITDA initially increasing to over 5x (including Moody's standard adjustments) but improving to under 5 times in 2015 based on Moody's expectations. The ratings could come under pressure if the company's leverage was believed to be above 5.5 times and was expected to remain elevated. A deterioration in the competitive climate or in demand for one of the company's core end markets, could pressure the outlook. The ratings are unlikely to be upgraded over the next 18 months given Moody's expectations for leverage, as well as the company's small size and the cyclical nature of the market. Trojan Battery Company, Delaware LLC is a subsidiary of Trojan Battery Holdings LLC., and is a leading lead battery manufacturer headquartered in Santa Fe Springs, California. Total revenues for 2013 approximated $400 million. The principal methodology used in this rating was Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. TROJAN BATTERY: S&P Assigns 'B+' CR; Outlook Stable --------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B+' corporate credit rating to California-based battery manufacturer and distributor Trojan Battery Co. LLC (Trojan Battery). The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating to the company's proposed $275 million senior secured credit facility, which consists of a $40 million revolving credit facility due 2020 and a $235 million term loan due 2021. The recovery rating is '3', indicating S&P's expectation for meaningful recovery (50%- 70%) in a payment default scenario. Trojan will use the proceeds of its debt issuance to refinance existing debt, pay a dividend to shareholders, and for general corporate purposes. Trojan Battery manufactures and distributes batteries for use primarily in commercial applications in the industrial, transportation, and stationary markets (telecommunications, backup power, and renewable energy). The company operates in the cyclical and competitive energy storage industry. Its operational scope is limited to the manufacture and sale of deep-cycle lead acid batteries. The company is also exposed to volatile lead cost and cyclical end-markets, and it has limited product diversity. These factors are partly offset by Trojan Battery's global distribution network, good end-market diversity, domestic market position, and brand name recognition. "The stable outlook reflects our expectation for modest revenue growth in the fiscal year ending August 2015," said Standard & Poor's credit analyst Carol Hom. Although leverage exceeds 5x, S&P forecasts that it will drop below that level over the next 12-18 months. This reflects S&P's expectation for modest debt reduction and EBITDA improvement. S&P could consider a downgrade if subpar operating performance pressures liquidity or if it results in higher-than-expected cash use or additional debt, causing total debt to EBITDA to remain above 5x for an extended period with limited prospects for improvement. S&P could also lower the rating if the company draws on its revolver such that covenant headroom is less than 15% and S&P considered liquidity to be "less than adequate." An upgrade is unlikely during the next two years considering the company's private equity ownership and its relatively limited operational scale and scope. An upgrade would likely require significant growth in sales and increased diversity of product offerings. TUBE CITY: S&P Assigns 'B+' CCR on Restructuring; Outlook Stable ---------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'B+' corporate credit rating to Glassport, Pa.-based Tube City IMS Corp., the surviving entity and successor issuer of all rated debt initially issued by TMS International Corp. The outlook is stable. At the same time, S&P withdrew its 'B+' corporate rating on TMS International Corp., which has ceased to exist after merging with and into its subsidiary, Tube City IMS Corp. S&P is affirming the 'B+' issue-level rating on the $400 million senior secured term loan and 'B-' issue-level rating on the $300 million senior unsecured notes to which Tube City IMS has become the successor issuer. The '3' recovery rating on the term loan remains unchanged, indicating S&P's expectation for a meaningful (50% to 70%) recovery in the event of a payment default. The '6' recovery rating on the senior notes also remains unchanged, indicating S&P's expectation for a negligible (0% to 10%) recovery in the event of a payment default. This rating action is the result of Tube City's restructuring, which has moved the rated debt from TMS International Corp. to Tube City IMS Corp. In S&P's view, this change does not constitute a material change in operations or credit quality. "The stable outlook reflects our belief that Tube City IMS Corp. will begin to see some improvement as domestic steel production ramps back up and new customers are added abroad. We also expect that the company will maintain adequate liquidity," said Standard & Poor's credit analyst Chiza Vitta. S&P could lower the rating if Tube City's leverage climbs above 5x, or if its ratio of funds from operations to debt drops below 12%. This could occur if steel industry conditions were to deteriorate and stay depressed for a prolonged period of time. S&P would consider an upgrade if Tube City meaningfully increases its scale and reduces its cash flow volatility while maintaining its current credit measures. This is partially dependent on a strengthening and stable steel industry, as well as the company's ability to expand its geographic and product diversity. UNITEK GLOBAL: Delays Form 10-Q for March 29 Quarter for Analysis ----------------------------------------------------------------- UniTek Global Services, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended March 29, 2014. UniTek Global said it is completing the impairment analysis of its broadband cable reporting unit's goodwill and due to the complexity involved in assessing the fair value of the unit, the Form 10-Q could not be completed by its original due date without unreasonable effort and expense to the Company. The Company expects to file within the five-day period permitted under this rule. About UniTek Global Services UniTek Global Services, Inc., based in Blue Bell, Pennsylvania, provides fulfillment and infrastructure services to media and telecommunication companies in the United States and Canada. UniTek Global reported a net loss of $52.07 million on $471.93 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $77.73 million on $437.59 million of revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $270.54 million in total assets, $259.08 million in total liabilities and $11.45 million in total stockholders' equity. Bankruptcy Warning "An event of default under either of our credit facilities could result in, among other things, the acceleration and demand for payment of all the principal and interest due and the foreclosure on the collateral. As a result of such a default or action against collateral, we could be forced to enter into bankruptcy proceedings, which may result in a partial or complete loss of your investment," the Company said in the Annual Report for the year ended Dec. 31, 2013. * * * In the Oct. 17, 2013, edition of the TCR, Moody's Investors Service assigned a Caa2 Corporate Family Rating to UniTek Global Services, Inc. UniTek's Caa2 CFR reflects the company's high interest burden, delay in filing 2013 quarterly reports with the SEC, lower than anticipated future revenues from one of its main customers, and need to address internal control weaknesses over financial reporting as of December 31, 2012 as cited in the company's Form 10-K for the year ended Dec. 31, 2012. As reported by the TCR on Oct. 17, 2013, Standard & Poor's Ratings Services said it raised its corporate credit rating on Blue Bell, Pa.-based UniTek Global Services Inc. to 'B-' from 'CCC'. "The ratings upgrade to 'B-' reflects our belief that the company is no longer vulnerable and dependent on favorable developments to meet its financial commitments over the next few years," said Standard & Poor's credit analyst Michael Weinstein. UNIVERSITY GENERAL: Delays Form 10-K for 2013 --------------------------------------------- University General Health System, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Dec. 31, 2013. "The Company has been unable to complete its financial statements for the year ended December 31, 2013, because, among other things, the Company was unable to begin the audit process until February 2014 following the filing of the Company's Form 10-Q for the third quarter of 2013. The Company expects to complete the work necessary for it to file its Form 10-K for the year ended Dec. 31, 2013 within the fifteen-day extension provided by Rule 12b-25," the filing stated. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. University General incurred a net loss attributable to common shareholders of $3.97 million on $113.22 million of total revenues for the year ended Dec. 31, 2012, as compared with a net loss attributable to common shareholders of $2.57 million on $71.17 million of total revenues during the prior year. Moss, Krusick & Associates, LLC, in Winter Park, 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 has negative working capital and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about its ability to continue as a going concern. VYCOR MEDICAL: Incurs $787,000 Net Loss in Fiscal 2014 ------------------------------------------------------ Vycor Medical, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q reporting a net loss of $787,378 on $358,122 of revenue for the three months ended March 31, 2014, as compared with a net loss of $642,514 on $231,674 of revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $4.86 million in total assets, $5.10 million in total liabilities and a $247,332 total stockholders' deficiency. Peter Zachariou, chief executive officer of Vycor, commented: "Vycor continues to grow its base of hospitals and surgeons using our VBAS system, and we made solid progress in expanding our sales channels, positioning us to deliver our articulated growth and marketing strategy. Vycor Medical's plan is focused on: further penetration of the U.S. market; securing additional clinical and scientific data to support our technology; growing our international footprint; and new product development, in particular two smaller VBAS models and a suite of image-guided system fully compatible devices. NovaVision's is centered around enabling penetration of its very significant target market by: finalising development to allow the provision of the therapy at a greatly reduced cost and allow for much greater scalability; and the introduction of a new therapy module, NeuroEyeCoach, into the patient's overall visual therapy rehabilitation regime, thereby broadening the overall benefits to them. We are also focused on rolling out our VRT diagnostic licensing model with rehabilitation centers." A full-text copy of the Form 10-Q is available for free at: http://goo.gl/tmgKo3 During April and May 2014, the Company requested waivers of certain anti-dilution provisions of the Stock Purchase Agreement and Series A Warrant Agreements which were executed with investors in the Company's $5,000,000 private placement offering which was completed on April 25, 2014. Under the terms of the Waivers, the investors agreed to waive their anti-dilution rights (which arose in the event the Company sold securities at a price below $2.05 within one year of the date that the initial Registration Statement has been declared effective by the SEC) in consideration of the Company's agreement not to sell any securities for cash at a price below $2.05 within such one-year period. The Waivers become effective as to all the Common Stock issued in the offering once the Company receives the agreement of the holders of eighty percent (80%) of the Common Stock issued in the offering and the holders of eighty percent (80%) of the Common Stock issued in each closing. As of May 15, 2014, the Company had received waivers from the holders of 93.9 percent of the shares issued in the offering and over 80 percent for each closing, and so the Waivers have been declared effective on 100 percent of the Common Stock issued in the Offering. The Company is continuing to seek Waivers from the remaining investors for their Common Stock and Series A Warrants. Waivers have also been received in respect of the Placement Agent Warrants and Series A Warrants held by Fountainhead Capital Management Limited. 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: Luminus Devices' Walter Shephard Is New CEO --------------------------------------------------------- Wave Systems Corp. announced several changes to its executive team including the appointment of Walter A. Shephard as chief financial officer, succeeding Gerard Feeney. Mr. Shephard brings a wealth of experience to Wave, most recently as chief financial officer of Luminus Devices, where he was instrumental in the Company's merger with Lightera. In connection with Mr. Shephard's appointment as chief financial officer, the Company entered into a letter agreement with Mr. Shephard pursuant to which Mr. Shephard will receive an annual base salary of $190,000 and be eligible to receive an annual bonus of up to $135,000 pending business performance. In addition, Mr. Shephard will be granted 250,000 stock options of the Company, which vest over three years and expire ten years after the date of the grant, and certain other customary benefits as described in the Letter Agreement. "I would like to thank Jerry Feeney for his long years of service to Wave as the CFO and for his advice and counsel to me as I transitioned into my leadership role at Wave. I wish him the best in his future endeavors," said Wave CEO Bill Solms. "I am pleased to announce the appointment of Walter Shephard as the new CFO. Wave stands to benefit from Walter's keen business acumen and years of experience providing financial management and oversight to companies within the technology sector. His appointment is a critical step in completing my leadership team and in the overall restructuring of the company." Prior to Luminus Devices, Mr. Shephard served as CFO, vice president of finance and treasurer of Zygo Corporation, a publicly traded developer of ultra high-end precision optical systems. Previously, he was vice president and CFO for GenRad Inc. a global hardware manufacturer and software developer. He holds an MBA from Babson College and a BS degree in Finance from Boston College. The Company's Board of Directors also voted to confirm Mr. Solms as president of Wave. He was named CEO and director in November. Andrew Avery assumes the newly created posts of senior vice president, Global Business Development and vice president, APAC Sales. As SVP of Global Business Development, Andy will be directly responsible for driving new business both with current partners and customers but also developing new markets for Wave's products and services. He will also be primarily responsible for sales revenue within the Asia Pacific region. Mr. Avery's previous positions include vice president, Strategic Business Development and vice president of OEM and Channel Sales. Additionally, Simon Tidnam was promoted to vice president Corporate Development, reporting to the CEO. Mr. Tidnam was previously the head of Marketing and Business development for Wave's Scrambls product team. Among his responsibilities will be the further development and commercialization strategy for Wave's Scrambls and Knowd products. The changes within the executive team follow the additions of Lorraine Hariton and David Cote to the Board of Directors earlier this month. 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. For the 12 months ended Dec. 31, 2012, the Company incurred a net loss of $33.96 million, as compared with a net loss of $10.79 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $12.03 million in total assets, $19.82 million in total liabilities and a $7.79 million total stockholders' deficit. KPMG LLP, in Boston Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2012. 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. XELLA INTERNATIONAL: S&P Affirms 'B+' CCR; Outlook Stable --------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' long-term corporate credit rating on Germany-based building products manufacturer Xella International S.A. (Xella). The outlook is stable. At the same time, S&P assigned its 'BB-' issue rating to the proposed EUR325 million senior secured notes to be issued by Xefin Lux S.C.A., a subsidiary of Xella. S&P assigned a recovery rating of '2' to the notes, indicating its expectation of substantial (70%-90%) recovery for the proposed senior secured noteholders in the event of a payment default. At the same time, S&P raised its issue rating on the existing EUR300 million senior secured notes to 'BB-' from 'B+'. However, S&P expects to withdraw the issue rating on this instrument at the close of the proposed transaction. Finally, S&P revised its recovery rating on these notes upward to '2' from '3'. The affirmation follows Xella's announcement that it will refinance its EUR300 million senior secured fixed-rate notes with new EUR325 million senior secured floating-rates notes. The affirmation reflects that this transaction will not have any material impact on the company's leverage ratio, but will lower its cash interest expenses by about GBP5 million-GBP10 million and improve its funds from operations (FFO) interest coverage to more than 3.5x. "The rating on Xella reflects our assessment of Xella's business risk profile as "satisfactory" and its financial risk profile as "highly leveraged." Xella's "satisfactory" business risk profile is based on the company's leading positions as Europe's producer of autoclaved aerated concrete and calcium silicate units. The company has good diversification across a variety of product lines and, to a lesser extent, end markets. We also consider the low volatility in the group's profitability over past seven years as a key rating factor. That said, Xella operates in a highly cyclical industry owing to its high exposure to new construction markets that can exhibit volatile demand. Xella also has sizable exposure to energy prices and commodity price fluctuations, which put pressure on the company's profitability," S&P said. RECOVERY ANALYSIS Key Analytical Factors -- The issue rating on the proposed EUR325 million senior secured notes to be issued by special-purpose vehicle Xefin Lux is 'BB-'. -- S&P understands that Xefin Lux will pass the proceeds of the proposed notes to Xella through Facility D2, whose terms are back-to-back with those of the notes. The issue rating on Facility D2 is 'BB-' and the recovery rating is '2', reflecting that Facility D2 forms part of the existing senior secured facility agreements and ranks pari passu with Xella's other secured facilities. -- The recovery rating on Facility D2 is supported by S&P's valuation of Xella as a going concern and S&P's view of the fair security package provided to senior secured lenders. However, it is constrained by the significant amount of debt that ranks pari passu with the notes (including the existing term loans and the revolving credit and capex facilities), and the existence of material debt baskets under the notes' documentation. -- S&P has revised its view of the collateral package provided to senior secured lenders, which includes around 40% of the group's tangible asset base and importantly, around EUR260 million of assets in Germany. The upward revision of the recovery rating on the existing and proposed senior secured notes to '2' reflects S&P's indicative recovery prospects for the senior secured debt of above 70%, and its revised valuation multiple of 5.5x. -- S&P's raising of the issue rating on the existing senior secured notes to 'BB-' reflects the improvement in the recovery rating to '2'. -- The issue rating on Xella Holdco Finance's EUR200 million payment-in-kind toggle notes is 'B-', with a recovery rating of '6'. These ratings are constrained by the notes' subordination to a significant amount of senior secured debt. -- S&P's hypothetical default scenario contemplates a default in 2017, likely triggered by a downturn in residential and non-residential construction reducing demand and exacerbating pricing pressures, which would substantially squeeze Xella's margins and cash flow. S&P assumes that the RCF would be fully drawn at the point of default. -- S&P values Xella as a going concern, reflecting its leading market positions in Europe, its well-invested asset base, and favorable growth prospects in the industry. Simulated Default Assumptions -- Year of default: 2017 -- EBITDA at emergence: EUR127 million -- EBITDA multiple: 5.5x -- Jurisdiction: Germany Simplified Waterfall -- Gross enterprise value at default: about EUR698 million -- Administrative costs: EUR41 million -- Net value available to creditors: EUR657 million -- Priority claims: about EUR89 million -- Senior secured debt claims: EUR734 million* -- Recovery expectation: 70%-90% -- Subordinated debt claims: EUR280 million* -- Recovery expectation: 0%-10% *All debt amounts include six months of prepetition interest. YRC WORLWIDE: Counsel Says 20MM Shares Issuance Legal ----------------------------------------------------- In connection with the offering and sale of shares of YRC Worldwide Inc.'s common stock, par value $0.01 per share, by certain selling stockholders, YRC Worldwide filed with the U.S. Securities and Exchange Commission exhibits containing: (i) the opinion of Kirkland & Ellis LLP as to the legality of those shares of common stock and (ii) the consent of Kirkland & Ellis LLP. Kirkland & Ellis is acting as special counsel to YRC Worldwide in connection with the sale by selling stockholders of up to 20,061,171 shares of the Company's common stock, par value $0.01 per share, registered pursuant to a Registration Statement on Form S-3, originally filed with the Securities and Exchange Commission, under the Securities Act of 1933, as amended, on Feb. 4, 2014. "Based upon and subject to the foregoing qualifications, assumptions and limitations and the further limitations set forth below, we are of the opinion that the Shares have been duly authorized and validly issued and are fully paid and nonassessable," the report stated. A copy of the Exhibit is available for free at: http://is.gd/SzlPbJ About YRC Worldwide Headquartered in Overland Park, Kan., YRC Worldwide Inc. (NASDAQ: YRCW) -- http://www.yrcw.com/-- is a holding company that offers its customers a wide range of transportation services. These services include global, national and regional transportation as well as logistics. The Company incurred a net loss of $83.6 million in 2013 following a net loss of $136.5 million in 2012. As of Dec. 31, 2013, the Company had $2.06 billion in total assets, $2.66 billion in total liabilities and a $597.4 million total shareholders' deficit. * * * As reported by the TCR on Feb. 18, 2014, Moody's Investors Service has upgraded the Corporate Family Rating for YRC Worldwide Inc. ("YRCW") from Caa3 to B3, following the successful closing of its refinancing transactions. In the Jan. 31, 2014, edition of the TCR, Standard & Poor's Ratings Services said that it raised its ratings on Overland Park, Kansas-based less-than-truckload (LTL) trucker YRC Worldwide Inc. (YRCW), including the corporate credit rating to 'CCC+' from 'CCC', and removed them from CreditWatch negative, where they were placed on Jan. 10, 2014. "The upgrades reflect YRCW's improved liquidity position and minimal debt maturities as a result of its proposed refinancing," said Standard & Poor's credit analyst Anita Ogbara. ZALE CORP: Posts $9 Million Net Income in Third Quarter ------------------------------------------------------- Zale Corporation reported net earnings of $8.82 million on $431.02 million of revenues for the three months ended April 30, 2014, as compared with net earnings of $5.05 million on $442.70 million of revenues for the same period in 2013. For the nine months ended April 30, 2014, the Company reported net earnings of $32.30 million on $1.45 billion of revenues as compared with net earnings of $17.99 million on $1.47 billion of revenues for the same period last year. As of April 30, 2014, Zale Corp had $1.26 billion in total assets, $1.05 billion in total liabilities and $205.73 million in total stockholders' investment. A copy of the press release is available for free at: http://goo.gl/HafD8y Zale Corporation sent a letter to TIG Advisors, LLC, responding to the numerous "inaccuracies" and "misrepresentations" put forth by TIG with respect to the proposed transaction with Signet Jewelers Limited, under which Zale stockholders will receive $21.00 cash per share consideration. A full text of the letter from Terry Burman, Chairman of the Zale Board of Directors, on behalf of the Zale Board of Directors, to Drew Figdor, Portfolio Manager at TIG, is available for free at http://goo.gl/FYEg9s About Zale Corporation Based in Dallas, Texas, Zale Corporation (NYSE: ZLC) -- http://www.zalecorp.com/-- is a specialty retailer of diamonds and other jewelry products in North America, operating approximately 1,695 retail locations throughout the United States, Canada and Puerto Rico, as well as online. Zale Corporation's brands include Zales Jewelers, Zales Outlet, Gordon's Jewelers, Peoples Jewellers, Mappins Jewellers and Piercing Pagoda. Zale also operates online at http://www.zales.com/, http://www.zalesoutlet.com/, http://www.gordonsjewelers.com/and http://www.pagoda.com/ Zale Corp disclosed net earnings of $10.01 million for the year ended July 31, 2013, as compared with a net loss of $27.31 million for the year ended July 31, 2012. The Company incurred a net loss of $112.30 million for the year ended July 31, 2011 and a net loss of $93.67 million for the year ended July 31, 2010. ZOGENIX INC: Closes Sale of Product Line to Endo Ventures --------------------------------------------------------- Zogenix, Inc., on May 16, 2014, closed the previously announced sale of its SUMAVEL(R) DosePro(R) Needle-free Delivery System (sumatriptan injection) product line to Endo Ventures Bermuda Limited and Endo Ventures Limited, pursuant to an Asset Purchase Agreement, dated as of April 23, 2014, between the Company and the Buyers. License Agreement At the Closing, the Company and Endo Ventures Bermuda entered into a license agreement, pursuant to which the Company granted Endo Ventures Bermuda an exclusive, perpetual, irrevocable (unless terminated as set forth in the License Agreement), fully paid-up, royalty-free license to make and have made (subject to the limitations in the License Agreement), use and research, develop and commercialize SUMAVEL DosePro throughout the world under a specified subset of Zogenix's DosePro technology patents and know- how. Zogenix retained all rights to the DosePro technology patents and know-how for use with other products. Under the License Agreement, Zogenix has the right to review and comment on pre-clinical, non-clinical and clinical trial protocols for the Product to the extent they implicate the DosePro technology more broadly. In addition, Zogenix has the right to review and comment on drafts of regulatory filings and correspondence regarding major or material issues proposed to be made or sent with respect to the Product to the extent they implicate the DosePro technology more broadly, prior to their submission to regulatory authorities. Zogenix agreed that, during the term of the License Agreement, neither it nor its affiliates will, directly or indirectly, research, develop and commercialize any needle-free, injection, drug delivery device administering sumatriptan as the sole active ingredient for use in humans anywhere in the world, subject to certain exceptions described in the License Agreement. Either party may terminate the License Agreement in the event of the other party's uncured material breach. Supply Agreement At the Closing, the Company and Endo Ventures also entered into a supply agreement, pursuant to which the Company will retain the sole and exclusive right and the obligation to manufacture, have manufactured, supply or have supplied the Product to Endo Ventures, subject to Endo Venture's right to qualify and maintain a back-up manufacturer. Endo Ventures will exclusively purchase the Product supplied by the Company at the cost of goods sold plus two and one-half percent. Under the Supply Agreement, Endo Ventures will support the Company's Product manufacturing operations with a working capital advance equivalent to the book value of the inventory of materials and unreleased finished goods held by the Company in connection with the manufacture of the Product minus the accounts payable associated with such materials and unreleased finished goods, capped initially at $7 million and subject to adjustment. The working capital advance will be evidenced by a promissory note and will be secured by liens on materials and unreleased finished Product. If the Product is the only product manufactured with the Company equipment and processes, all capital investment and improvement projects will be paid by Endo Ventures. The Supply Agreement may be terminated by either party upon three years prior written notice, provided that the notice cannot be given prior to the fifth anniversary of the Closing Date. Either party may also terminate the Supply Agreement in the following circumstances: (i) if the other party breaches any material term of the agreement and fails to cure such breach within a specified time period following written notice; or (ii) upon the occurrence of certain financial difficulties. Endo Ventures also may terminate the Supply Agreement in the following circumstances: (i) if the Product has been deemed ineffective or unsafe by the applicable governmental authorities; or (ii) if the Company fails to supply to Endo Ventures a minimum quantity of Product over the course of a six month period which results in Endo Ventures being unable to supply the Product to its trade customers. On May 16, 2014, in connection with the sale of the SUMAVEL(R) DosePro(R) Needle-free Delivery System (sumatriptan injection) product line to the Buyers, Cowen Healthcare Royalty Partners II, L.P., exercised its right to terminate the Financing Agreement, dated June 30, 2011, between the Company and HRP. Pursuant to the Financing Agreement, the Company was required to make a final payment of $40 million to HRP. The Company no longer has any payment obligations under the Financing Agreement, and all encumbrances on the Company's intellectual property and personal property under the Financing Agreement were terminated. About Zogenix Inc. Zogenix, Inc. (NASDAQ: ZGNX), with offices in San Diego and Emeryville, California, is a pharmaceutical company commercializing and developing products for the treatment of central nervous system disorders and pain. Zogenix reported a net loss of $80.85 million in 2013, as compared with a net loss of $47.38 million in 2012. The Company's balance sheet at March 31, 2014, showed $99.98 million in total assets, $97.56 million in total assets, $2.41 million in total stockholders' equity. Ernst & Young LLP, in San Diego, 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's recurring losses from operations and lack of sufficient working capital raise substantial doubt about its ability to continue as a going concern. * FTI Consulting's Senior Managing Directors Bags M&A Awards ------------------------------------------------------------ FTI Consulting, Inc., the global business advisory firm dedicated to helping organizations protect and enhance their enterprise value, on May 21 disclosed that two of its professionals were among the list of industry leaders honored by The M&A Advisor's 5th Annual 40 Under 40 Awards. Matthew Diaz and David Rush, both Senior Managing Directors in the Company's Corporate Finance/Restructuring segment, were recognized in the Service Provider category for their accomplishments. This annual awards program was created to recognize leading professionals in the mergers and acquisitions ("M&A"), financing and turnaround industries, as well as to promote mentorship and professional development among emerging business leaders. The winners and finalists were selected by an independent panel of distinguished business leaders. "FTI Consulting's long-standing leadership in the restructuring and corporate recovery markets is the result of attracting and supporting talented emerging leaders like Matthew and David," said Steven Gunby, President and Chief Executive Officer at FTI Consulting. "Beyond delivering terrific client results, the contributions, commitment and energy Matthew and David demonstrate attract junior people who are enthusiastic to collaborate and learn from talented professionals and, in turn, make their own major contributions." Mr. Diaz has nearly 15 years of experience providing restructuring services to companies and creditors in the Chapter 11 environment. Mr. Diaz has deep expertise in the preparation and critical evaluation of plans of reorganization, financial projections, models and liquidation analyses, the assessment and review of asset sale proposals, key employee incentive plans, financing facilities, critical vendor programs, intercompany analysis and causes of action, and the analysis of creditor recoveries under various restructuring and financial scenarios. Mr. Rush has more than 16 years of corporate recovery and financial advisory experience. His industry knowledge includes oil and gas, consumer products/packaged goods, oilfield services, energy, financial services, retail, manufacturing and insurance and has served as a trusted advisor and in interim management positions on numerous engagements with varying challenges and complexities. He has represented private and public companies, lenders, creditor committees and other parties in interest and has advised them with asset sales, debtor-in-possession financing, covenant negotiations, avoidance actions, bankruptcy preparation and litigation support matters. On Tuesday, June 24, 2014, The M&A Advisor will host a black tie Awards Gala at The Roosevelt Hotel in Manhattan in conjunction with the 2014 Emerging Leaders Summit, which is an exclusive event pairing 40 Under 40 winners with their mentors and other stalwarts, to introduce the 40 Under 40 Award winners to the business community and celebrate their achievements. The complete list of the 2014 M&A Advisor 40 Under 40 Award winners can be accessed here: http://is.gd/hf0s2F The M&A Advisor The M&A Advisor -- http://www.maadvisor.com-- was founded in 1998 to offer insights and intelligence on M&A activities. Over the past 16 years, it has established the premier global network of M&A, turnaround and finance professionals. Today, The M&A Advisor has the privilege of presenting, recognizing the achievements of and facilitating connections between the industry's top performers throughout the world with a comprehensive range of services. About FTI Consulting FTI Consulting, Inc. -- http://www.fticonsulting.com-- is a global business advisory firm dedicated to helping organizations protect and enhance enterprise value in an increasingly complex legal, regulatory and economic environment. With more than 4,200 employees located in 26 countries, FTI Consulting professionals work closely with clients to anticipate, illuminate and overcome complex business challenges in areas such as investigations, litigation, mergers and acquisitions, regulatory issues, reputation management, strategic communications and restructuring. The Company generated $1.65 billion in revenues during fiscal year 2013. * Kramer Levin's Jeffrey Trachtman to Receive Arthur Leonard Award ------------------------------------------------------------------ Kramer Levin Naftalis & Frankel LLP on May 21 disclosed that Jeffrey S. Trachtman will be presented with the Arthur S. Leonard Award for distinguished service on behalf of the LGBT Community at the City Bar Association's annual reception celebrating LGBT Pride Month on June 24. The Award, named for the distinguished law professor and scholar of LGBT rights, is given annually to two members of the bar selected by the Committee on Lesbian, Gay, Bisexual, and Transgender Rights. Mr. Trachtman, a Partner in the Litigation Department who specializes in bankruptcy and mass tort cases, served for 17 years as Chair of Kramer Levin's Pro Bono Committee and has maintained an active pro bono practice since joining the firm in 1986. The City Bar award recognizes his work in the area of LGBT rights dating back nearly 20 years. Most notably, Mr. Trachtman served as lead co-counsel with Lambda Legal Defense in Hernandez v. Robles, the historic 2006 case seeking equal marriage rights under the New York constitution. The case resulted in one of the first decisions upholding marriage equality, and while that decision did not survive appeal, the public education impact of the case encouraged the New York Assembly to pass a marriage equality bill within a year, an important step towards full passage in 2011. In related work, Mr. Trachtman led a Kramer Levin team that co-counseled with Lambda Legal in a series of cases establishing recognition under New York law for the valid out-of-state marriages of same-sex couples -- precedent that established standing as a surviving spouse for Edie Windsor, plaintiff in the case striking down a key portion of the Defense of Marriage Act last year. Mr. Trachtman also led Kramer Levin teams that submitted important amicus briefs in a series of historic Supreme Court cases, including Dale v. Boy Scouts of America, Lawrence v. Texas, Windsor v. United States, and Perry v. Hollingsworth. Kramer Levin has submitted an updated version of the Perry and Windsor briefs -- addressing the growing support for marriage equality among mainstream religions -- in several of the marriage cases now pending in federal appellate courts across the country. Earlier, Mr. Trachtman represented the lesbian survivor of a 9/11 victim in establishing her right to share in her partner's Victims' Compensation Fund award. Mr. Trachtman also serves as point person for Kramer Levin's pro bono general counsel relationships with the LGBT Community Center and Freedom to Marry. "Kramer Levin is proud of Jeff's accomplishments as a leader in pro bono work on behalf of the LGBT community," said Kramer Levin's Managing Partner, Paul Pearlman. "It reflects a commitment to diversity and equality that is a bedrock value of our firm, and indeed our involvement in service to the community dates back to the founding of GMHC in 1981. Jeff has helped us build on that commitment and to recruit and mentor a generation of outstanding Kramer Levin attorneys who share our values." Mr. Trachtman has previously received pro bono awards from both the American Bar Association and the New York State Bar Association for his leadership of Kramer Levin's pro bono program and involvement in a wide range of civil rights and poverty pro bono work, including his LGBT rights work. The firm has also been recognized for its commitment to LGBT equality by the Empire State Pride Agenda Foundation, which is currently co-chaired by Kramer Levin Partner Norman C. Simon, another active participant in the firm's LGBT rights litigation work. "I am humbled to receive this award for doing work that has been incredibly fun and rewarding," said Mr. Trachtman. "Kramer Levin was one of the first large firms to enthusiastically embrace LGBT civil rights work and has steadfastly supported me and my colleagues in doing this work over the years. Playing a small part in the tremendous change of the last decade has been a highlight of my career." The City Bar Pride reception will be held on Tuesday, June 24 from 6 to 8 PM at the House of the City Bar at 42 W. 44th Street. The event is co-sponsored by the City Bar Justice Center, The LGBT Bar Association of Greater New York, The Lesbian, Gay, Bisexual & Transgender Community Center, and the National Association of Women Lawyers. * Proposed Merger Of Squire Sanders, Patton Boggs Hits Snag ----------------------------------------------------------- Casey Sullivan, writing for Reuters, reported that the fate of the proposed merger of law firms Patton Boggs and Squire Sanders appeared uncertain after Squire Sanders halted voting on approving the tie-up. According to the report, the deal was held up because of concerns over the role of Patton Boggs in a legal battle between Chevron Corp and a group of Ecuadorean villagers, a source close to the deal told Reuters. Partners from the 300-lawyer Patton Boggs voted on the proposed merger with the 1,300-lawyer Squire Sanders, the report said. The source said that Patton Boggs partners had voted to approve it, the report related. * BOOK REVIEW: American Economic History ---------------------------------------- Author: Seymour E. Harris, editor Publisher: Beard Books Softcover: 560 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today and one for a colleague at http://www.beardbooks.com/beardbooks/american_economic_history.html A classic text on a fascinating topic by a host of notable authors is again in print. American Economic History is a collection of 15 studies of the economic development of the United States from about 1800 to the late 1950s, written by 20 prominent and diverse 20th century thinkers. The authors show America to be, in the words of contributor Arthur Schlesinger, Jr., ". . . a compact example of the growth of an underdeveloped country into a great and rich industrial state." The chapters are divided into four topics: major issues, policy issues, determinants of income, and regional growth. The section on major issues includes an compelling discussion by Mr. Schlesinger called "Ideas and the Economic Process." In it, he claims that the contribution to our unprecedented growth by the "unfettered individual," the "genius" personage of the American businessman, has been exaggerated, while the roles of public policy and the influx of ideas and capital from abroad have been diminished. Mr. Schlesinger concludes that "(t)he ability to change one's mind (which is easier in a society in which people have the freedom to think, inquire and speculate) turns out, in the last analysis, to be the secret of American economic growth, without which resources, population, climate and the other favoring factors would have been of no avail." To complete this section, Alfred H. Conrad discusses income growth and structural change over time, and Peter B. Kenan undertook a statistical survey of growth in population, transportation, output, wealth, and industry. The second part deals with policy. J. G. Gurley and E. S. Shaw discuss the history of U.S. monetary policy, concluding that "the failure to manufacture enough money may bring on recession and stultify economic growth, (but) it is also clear . that merely manufacturing money is not enough." Mr. Harris devotes a chapter to fiscal policy, defined as an attempt "to adapt tax, spending, and debt policies to the needs of the economy." He agrees with Herbert Hoover, in that "when the private economy was foundering, it was the task of the government to increase the total amount of purchasing power at the disposal of the people," and the "medicine for recession was to cut taxes and increase the total amount of spending." Asher Achinstein chronicles economic fluctuations in the U.S., and Douglass C. North the role of the U.S. in the international economy. G. A. Lincoln, W. Y. Smith, and J. B. Durst recount the effects of war and defense on the economy. Part Three deals with determinants of income. In it are thorough discussions of population and immigration (Elizabeth W. Gilboy and Edgar M. Hoover); patterns of employment (Stanley Lebergott); natural resource policies ( Joseph L. Fisher and Donald J. Patton); transportation (Merton J. Peck); trade unionism and collective bargaining (Lloyd Ulman); and agriculture (John D. Black). The writers discuss the historic linkages between and among population growth, construction, and transportation growth. Messrs. Fisher and Patton lament the lack of serious effort to conserve resources until the first quarter of the 20th century. Professor Ulman concludes that collective bargaining contributed much to the growth of fringe benefits. Professor Black charts the decline in relative importance of the agricultural sector. The book ends with a chapter on regional income trends, 1840-1950, by Richard A. Easterlin. Seymour E. Harris (1897-1974), earned undergraduate and doctoral degrees from Harvard University. He was chairman of the Department of Economics at Harvard and the University of California, San Diego. Advisor to numerous government officials, he was editor of the Review of Economics and Statistics from 1943 to 1964 and associate editor of the Quarterly Journal of Economics from 1947 to 1974. ********* 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 ***