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/raid1/www/Hosts/bankrupt/TCR_Public/140611.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, June 11, 2014, Vol. 18, No. 160 Headlines 1ST MARINER: FDIC, Maryland Commissioner Okay RKJS Bank Merger AC I MANAHAWKIN: Section 341(a) Meeting Scheduled for July 9 ADVANCED MICRO DEVICES: $490MM Expected from Sale of Sr. Notes AEMETIS INC: Approved for NASDAQ Listing AMERICAN INTERNATIONAL: Names Peter D. Hancock New CEO AMERICAN MEDIA: Wholesaler to Cease Distribution of Publications ANACOR PHARMACEUTICALS: Appoints Keith Leonard to Board ARISTA POWER: Acting Chief Financial Officer Named ARISTA POWER: Two Directors Elected at Annual Meeting AUXILIUM PHARMACEUTICALS: Chief Financial Officer to Quit BANCO CRUZEIRO: Brazilian Bank's Liquidator Seeks U.S. Recognition BANK OF THE CAROLINAS: Amends Articles of Incorporation BELLINGHAM INSURANCE: High Court Rules on Bankr. Court's Powers BELLINGHAM INSURANCE: High Court Rules on Bankr. Court's Powers BIG M: Court Approves Settlement with Westport Insurance BIG M: Court Approves Settlement with Counsel Rona Korman BIOLIFE SOLUTIONS: Michael Rice Lowers Equity Stake to 4.1% BROADWAY FINANCIAL: Moss Adams Replaces Crowe Horwath as Auditor BROWNSVILLE MD: Hearing to Consider Cash Collateral Use June 13 BUCCANEER ENERGY: Has Interim Authority to Use Cash Collateral BUCCANEER ENERGY: Seeks to Employ Fulbright & Jaworski as Counsel BUCCANEER ENERGY: Seek Extension of Schedules Filing Deadline BUCCANEER ENERGY: Amends List of Largest Unsecured Creditors BUDD COMPANY: Court Approves Crane Heyman as Counsel for UAW CALDERA PHARMACEUTICALS: Incurs $5.8 Million Net Loss in 2013 CASCADE AG: Creditor Seeks Discharge of Liquidating Agent CASH STORE: Cease Trade Order Issued Over Non-Filing of Reports CHESAPEAKE OILFIELD: Moody's Rates $500MM Senior Notes 'B2' CHESAPEAKE OILFIELD: S&P Assigns 'B' Rating to $500MM Sr. Notes CHEYENNE HOTELS: Hearing Today to Confirm Chapter 11 Plan CHEYENNE HOTELS: HLT Objects to Plan Confirmation CLAIRE'S STORES: North America President Quits COLDWATER CREEK: Sycamore Partners Acquires Intellectual Property COLORADO EDUCATIONAL: Moody's Affirms Ba2 Rating; Outlook Neg. CONSULT CARE: Voluntary Chapter 11 Case Summary CUBIC ENERGY: Six Directors Elected at Annual Meeting DARA PETROLEUM: Case Summary & 3 Largest Unsecured Creditors DEE ALLEN: Court Okays Settlement with Investors in Ponzi Scheme DELTEK INC: Moody's Raises Corporate Family Rating to 'B2' DETROIT, MI: 27-Day Trial on Debt Plan to Begin Aug. 14 DETROIT, MI: 27-Day Trial on Debt Plan to Begin Aug. 14 DIGERATI TECHNOLOGIES: Wants Plan Denial Opinion Amended DOLAN CO: Bankruptcy Court Confirms Prepackaged Chapter 11 Plan E H MITCHELL: Fights Reginald J. Laurent's Motion to Dismiss Case EDENOR SA: Ordered to Increase Employees' Salaries by 10-15% EDURO NETWORKS: Case Summary & 20 Largest Unsecured Creditors EMANUEL COHEN: Wants Joint Administration with 2 Companies EMANUEL COHEN: Proposes Rappaport Osborne as Counsel EMPIRE RESORTS: Inks Settlement Agreement with Bryanston Group ENERGY FUTURE: Court Approves First Lien Notes Settlement, DIP ENERGY FUTURE: Amends Certain Terms of 2nd Lien Notes Settlement ENERGY FUTURE: Hires PwC as Information Security & Tax Consultant ENERGY FUTURE: Wants Ernst & Young as Tax Advisory Provider ENERGY FUTURE: Moody's Assigns Ba3 Rating on $5.4BB DIP Term Loan ENERGY FUTURE: S&P Assigns 'BB' Rating to $5.4BB DIP Facility ENERGY SERVICES: Obtains $5 Million Revolving Line of Credit EXECUTIVE CAREER: Case Summary & 4 Largest Unsecured Creditors FIRST MARINER: Regulators Approval $18.7MM Sale to RKJS Bank FISKER AUTOMOTIVE: Court to Rule on Dissolution of German Unit FORCE FUELS: Acquires All Capital Stock of Cafe Serendipity FREDERICK'S OF HOLLYWOOD: Suspending Filing of Reports with SEC FTE NETWORKS: David Lethem Named Chief Financial Officer FUSION TELECOMMUNICATIONS: Appoints EVP and General Counsel GENCO SHIPPING: Plan Confirmation Deadline Moved to June 27 GENCO SHIPPING: Common stock Delisted From NYSE GENERAL MOTORS: To Begin Accepting Victims' Claims Aug. 1 GENERAL MOTORS: To Begin Accepting Victims' Claims Aug. 1 GENIUS BRANDS: Issues Letter to Shareholders GIBSON ENERGY: Moody's Assigns Ba3 Rating on $350MM Senior Notes GLOBALSTAR INC: Files Conflict Minerals Report GREEN EARTH: Signs Exclusive IP License & Distribution Agreement GSE ENVIRONMENTAL: To Pay Critical Vendors Up to $4.1 Million HEALOGICS INC: S&P Affirms 'B' CCR & Removes From CreditWatch Neg. HILLSHIRE BRANDS: Fitch Retains 'B' Ratings Over Tyson Foods Offer HOLLY HILL COMMUNITY CHURCH: Files for Chapter 11 in Los Angeles HYDROCARB ENERGY: Amends Current Report to Add Exhibits ISC8 INC: Incurs $4.6 Million Net Loss in Second Quarter ISTAR FINANCIAL: S&P Assigns 'B+' Rating to 3 & 5-Yr. Unsec. Notes KEMET CORP: Files Conflict Minerals Report with SEC LEVEL 3: Consulting Agreement with Thomas Stortz Reinstated LOUISIANA RIVERBOAT: Plan Effective Date Occurred on April 30 MILESTONE SCIENTIFIC: Five Directors Re-elected to Board MONTREAL MAINE: Court Sets June 30 as Plan Moratorium Period MONTREAL MAINE: Granted More Time to Decide on Unexpired Leases MONTREAL MAINE: Trustee Loses Bid to Strike Tax Credit Findings MONROVIA MYRTLE: Case Summary & 6 Largest Unsecured Creditors MORNINGSTAR MARKETPLACE: Court Okays Francis Musso as Accountant MORNINGSTAR MARKETPLACE: Court Approves KW Commercial as Broker N-VIRO INTERNATIONAL: Incurs $1.6 Million Net Loss in 2013 NEWLEAD HOLDINGS: MGP Seeks Additional 5.2MM Settlement Shares NGL ENERGY: Fitch's 'BB' IDR Not Affected by Pending $200MM Buyout NII HOLDINGS: Fails to Satisfy a NASDAQ Listing Rule NORTHERN BEEF: Hires Karl Wagner as Chief Financial Officer OVERSEAS SHIPHOLDING: VP Flinter Reports Equity Stake OVERSEAS SHIPHOLDING: Luxor Capital et al. Disclose Equity Stake OVERSEAS SHIPHOLDING: Caxton Has 6.52% Stake, Inks Equity Deal P.F. CHANG'S: Investigating Possible Data Breach PACIFIC THOMAS: Bank of New York Mellon Wants Relief From Stay PACIFIC THOMAS: Post-Petition Financing Hearing Set for Aug. 7 PACIFIC THOMAS: PMF Granted Relief From Automatic Stay PANACHE BEVERAGE: Amends 2013 Annual Report PETTERS COMPANY: Trustee to Recover Laundered Funds Abroad P.F. CHANG'S: Investigating Possible Data Breach POSITIVEID CORP: Expects $4-10MM of Revenue Over Next 18 Months PROGRESSIVE SOLUTIONS: S&P Affirms 'B' CCR; Outlook Stable PULSE ELECTRONICS: Files Conflict Minerals Report RADIOSHACK CORP: Draws on Credit Line as Losses Deepen RADIOSHACK CORP: Draws on Credit Line as Losses Deepen SANUWAVE HEALTH: David Nemelka Reports 9.9% Equity Stake SCOTTSDALE VENETIAN: Court Okays Hiring of Appraisal Technology SIMPLEXITY LLC: Court Okays Gavin/Solmonese as Panel Advisor SOURCE INTERLINK: Begins Winddown of Operations SOURCE INTERLINK: Begins Winddown of Operations SOUTHERN STUCCO: Case Summary & 20 Largest Unsecured Creditors SPARKS TOURISM: Moody's Hikes Sales Tax Revenue Bonds to 'B1' SPIRE CORP: Files Conflict Minerals Report with SEC STELLAR BIOTECHNOLOGIES: Appoints 2 Members to Scientific Board STERLING BLUFF: Austin Carter Withdraws as Counsel STERLING BLUFF: Can Access $250,000 Financing from SBI STERLING BLUFF: Wants Plan Filing Deadline Extended to Oct. 1 TLFO LLC: Asks Court to Approve Triax Data Settlement TRANS-LUX CORP: Units Buy All Assets of ACES and Ecostar TRIPLE A&R CAPITAL: Case Summary & 10 Largest Unsecured Creditors TRITON CONTAINER: S&P Retains 'BB+' Corporate Credit Rating ULTIPRF LLC: Case Summary & 5 Largest Unsecured Creditors UNION HOSPITAL: Chapter 9 Case Summary & 20 Top Unsec. Creditors UNIVITA HEALTH: S&P Withdraws 'B-' Corp. Credit Rating US XPRESS: S&P Affirms 'B-' CCR & Removes From CreditWatch Neg. VAIL RESORTS: Sr. Notes Redemption No Impact on Moody's Ba2 CFR VERDESIAN LIFE: Moody's Assigns 'B3' Corporate Family Rating VERDESIAN LIFE: S&P Assigns 'B+' CCR; Outlook Stable VERIS GOLD: Supreme Court Grants Creditor Protection Application VERITEQ CORP: Issued $300,000 Convertible Notes WESTMORELAND COAL: $1 Million Notes Validly Tendered WILLIAM GREGG: Preservation Group Buys Lodge for $550,000 WPCS INTERNATIONAL: Amends Asset Purchase Pact with EC Company YMCA OF MILWAUKEE: Section 341(a) Meeting Set on July 8 * Use of Fairness Opinions at Plan of Arrangement Hearings Upheld * Covington's Coffino Shortlisted for Euromoney Best in Insolvency * ADGS Intends to Acquire Hong Kong Based Accounting Advisory Firm * Andrews Joins Houlihan as Financial Advisory Services Director * James Nugent Joins Huron Consulting's Business Advisory Practice * Hangley Aronchick Partner Nominated as Next Bankr. Judge ********* 1ST MARINER: FDIC, Maryland Commissioner Okay RKJS Bank Merger -------------------------------------------------------------- 1st Mariner Bank and RKJS Bank on June 9 disclosed that the Federal Deposit Insurance Corporation and the Maryland State Banking Commissioner approved the merger agreement between 1st Mariner Bank and investor group RKJS Bank. The investor group has strong ties to Baltimore and is led by Robert D. Kunisch Jr., who will serve as president and chief operating officer of 1st Mariner Bank, and Jack E. Steil, who will serve as chairman and chief executive officer. Approval by the regulatory agencies was needed to complete the transaction, which is expected to close in the month of June. Members of the investment group include Priam Capital, Patriot Financial Partners, GCP Capital Partners, TFO Financial Institutions Restructuring Fund LLC and several prominent members of the Baltimore business community. The investment group was the successful bidder for the bank in a court-supervised proceeding conducted in April in the U.S. Bankruptcy Court for the District of Maryland under Chapter 11 of the U.S. Bankruptcy Code. The sale of the equity interest in 1st Mariner Bank will result in the immediate contribution of approximately $100 million in additional capital, recapitalizing the bank in accordance with all state and federal regulatory requirements, significantly improving the strength of its balance sheet, and advancing its business plan to become one of the region's leading financial institutions. The acquisition of the equity interest in 1st Mariner Bank will be accomplished by the merger of the RKJS Bank with and into 1st Mariner Bank, with 1st Mariner Bank as the surviving entity. "We have accomplished the first part of our plan, which was to preserve a strong local bank for Baltimore and Maryland, and we now look forward to tackling the second part of the plan, which is growing this bank into a powerful financial partner for customers and business clients," said Mr. Steil. "Baltimore and the region offers strong opportunities for growth," added Mr. Kunisch. "I look forward to growing a successful hometown bank in the community where I grew up." Mr. Steil was most recently president of Wilmington Trust Mid- Atlantic Region, and Mr. Kunisch was president of Wilmington Trust FSB, Maryland. Both spent the majority of their careers at the former Mercantile Bank, focusing predominantly on the Maryland market. About 1st Mariner Bank 1st Mariner Bank -- http://www.1stMarinerBank.com-- is the largest, independently owned bank in Baltimore City. It operates 16 full service bank branches in Baltimore, Anne Arundel, Harford, Howard and Carroll counties in Maryland, and the City of Baltimore. 1st Mariner Mortgage, a division of 1st Mariner Bank, operates retail offices in Central Maryland, the Eastern Shore of Maryland, and portions of Northern Virginia. 1st Mariner Mortgage also operates direct marketing mortgage operations in Baltimore. About First Mariner Bancorp First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10, 2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The case is In re First Mariner Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice. The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel LLP. The Debtor's local counsel is Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland. The Debtor's regulatory and corporate counsel if Kilpatrick Townsend & Stockton LLP. The Debtor's investment banker and financial adviser is Sandler O'Neill + Partners, L.P. The Debtor has total assets of $5.45 million and total debts of $60.52 million. AC I MANAHAWKIN: Section 341(a) Meeting Scheduled for July 9 ------------------------------------------------------------ A meeting of creditors in the bankruptcy case of AC I Inv Manahawkin LLC will be held on July 9, 2014, 1:30 p.m. at Room 243A, White Plains Courthouse. 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. Another meeting of creditors in the bankruptcy cases of AC I Manahawkin Mezz LLC and AC I Manahawkin LLC is scheduled on June 9, at 2:00 p.m. at the same venue. AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I Manahawkin LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June 4, 2014. The petitions were signed by David Goldwasser, GC Realty Advisors LLC, managing member. The Debtors estimated assets of $50 million to $100 million and debts of $0 to $50 million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., as the Debtors' counsel. Judge Robert D. Drain presides over the cases. ADVANCED MICRO DEVICES: $490MM Expected from Sale of Sr. Notes -------------------------------------------------------------- Advanced Micro Devices, Inc., has agreed to sell $500 million aggregate principal amount of its 7.00 percent Senior Notes due 2024 in a private offering. AMD intends to close the transaction on or around June 16, 2014. AMD estimates that the net proceeds from the issuance and sale of the senior notes will be approximately $490 million after deducting the initial purchasers' discounts and estimated offering expenses. AMD intends to use the Net Proceeds to fund the purchase of all 8.125 percent Senior Notes due 2017 that are early tendered in accordance with the terms of a tender offer. To the extent AMD still has 8.125 percent Notes outstanding following settlement of the Early Tender, prior to or following the expiration of the 8.125 percent Tender Offer, AMD intends to use the remaining Net Proceeds to redeem any and all remaining outstanding 8.125 percent Notes. AMD will use the remaining Net Proceeds after the completion of the 8.125 percent Tender Offer and any redemption of 8.125% Notes to redeem, repurchase or otherwise retire other outstanding indebtedness. The new senior notes have not been registered under the Securities Act of 1933, as amended, or applicable state securities laws, and will be offered only to qualified institutional buyers in reliance on Rule 144A and in offshore transactions pursuant to Regulation S under the Securities Act. Unless so registered, the new senior notes may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state securities laws. 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 June 5, 2014, Fitch Ratings has upgraded the long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. 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. AEMETIS INC: Approved for NASDAQ Listing ---------------------------------------- Aemetis, Inc.'s common stock began trading on Friday, June 6, 2014, on The NASDAQ Stock Market LLC under the "AMTXD" ticker symbol. After the company completes its market transition period on June 10, 2014, the NASDAQ ticker symbol will be "AMTX". The company also held an investor and analyst business update call on Thursday, June 5, 2014. "We are pleased to announce the listing of our shares on NASDAQ, and consider this listing an important milestone for the company," said Eric McAfee, Chairman and CEO of Aemetis. "We believe that the NASDAQ listing will help Aemetis attract a broader shareholder base and provide our shareholders a more liquid and efficient market," added McAfee. "We also look forward to providing investors and analysts with a business update during our call on Thursday." A description of the Company's securities is available at: http://is.gd/VlYm8e About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $24.43 million on $177.51 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.28 million on $189.04 million of revenues in 2012. As of March 31, 2014, the Company had $99.37 million in total assets, $103.60 million in total liabilities and a $4.22 million total stockholders' deficit. Bankruptcy Warning "The adoptions of new technologies at our ethanol and biodiesel plants, along with working capital, are financed in part through debt facilities. We may need to seek additional financing to continue or grow our operations. However, generally unfavorable credit market conditions may make it difficult to obtain necessary capital or additional debt financing on commercially viable terms or at all. If we are unable to pay our debt we may be forced to delay or cancel capital expenditures, sell assets, restructure our indebtedness, seek additional financing, or file for bankruptcy protection," the Company said in the Annual Report for the year ended Dec. 31, 2013. AMERICAN INTERNATIONAL: Names Peter D. Hancock New CEO ------------------------------------------------------ Leslie Scism and Joann S. Lublin, writing for The Wall Street Journal, reported that American International Group Inc. named longtime banker Peter D. Hancock to succeed Robert Benmosche as head of the giant insurer whose woes nearly took down the financial system in 2008. According to the report, Mr. Hancock, 55 years old, will take the helm of AIG on Sept. 1, leading a revitalized company coming off almost five years of triage and restructuring under Mr. Benmosche. Mr. Hancock, head of AIG's property/casualty division since 2011, was seen as a front-runner for the top job, but the move came sooner than many had expected, the Journal said. Mr. Benmosche, who just turned 70, previously had said he was interested in staying through the first couple of months of 2015, the Journal added. Mr. Benmosche is being treated for cancer, but the company said he is as active as ever, the Journal related. About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. AMERICAN MEDIA: Wholesaler to Cease Distribution of Publications ---------------------------------------------------------------- American Media, Inc., on May 28, 2014, received written notification from the Company's national distributor for its publications in the U.S. and Canada that the Distributor will cease shipping the Company's publications to the Company's second largest wholesaler due to non-payment for the Company's publications. On behalf of the Company, the Distributor utilizes wholesalers to sell the Company's publications to retailers for ultimate sale to consumers. In the May 28, 2014, correspondence from the Distributor, the Distributor also stated that it will advise the Company once the Distributor has arranged for replacement wholesalers to distribute the Company's publications to the retailers which were previously serviced by the Wholesaler. On May 30, 2014, the Wholesaler issued a press release announcing that it was ceasing substantially all distribution operations in the near term. The Company's net sales to the Wholesaler during the fiscal year ended March 31, 2014, were approximately 14 percent of the Company's total operating revenues for that fiscal year. Subject to the terms of the agreement between the Distributor and the Company, the Company's exposure for bad debt related to the Wholesaler is currently expected to be approximately $5 million to $7 million. The Distributor is working with replacement wholesalers to transition the distribution of the Company's publications previously handled by the Wholesaler. The Company estimates that it will take approximately six to twelve weeks for the transition to be completed. The Company estimates that its revenues could be reduced by approximately $5 million to $10 million during the transition period, depending on the length of time required to complete the transition to the replacement wholesalers. In addition, after completing the transition, the Company's revenues could be temporarily or permanently reduced if consumers at the impacted retailers do not resume purchasing the Company's publications at the same rate or quantities previously purchased. About American Media Based in New York, American Media, Inc., publishes celebrity journalism and health and fitness magazines in the U.S. These include Star, Shape, Men's Fitness, Fit Pregnancy, Natural Health, and The National Enquirer. In addition to print properties, AMI manages 14 different Web sites. The company also owns Distribution Services, Inc., the country's #1 in-store magazine merchandising company. American Media, Inc., and 15 units, including American Media Operations, Inc., filed for Chapter 11 protection in Manhattan (Bankr. S.D.N.Y. Case No. 10-16140) on Nov. 17, 2010, with a prepackaged plan. The Debtors emerged from Chapter 11 reorganization in December 2010, handing ownership to former bondholders. The new owners include hedge funds Avenue Capital Group and Angelo Gordon & Co. American Media incurred a net loss of $55.54 million on $348.52 million of total operating revenues for the fiscal year ended March 31, 2013, as compared with net income of $22.29 million on $386.61 million of total operating revenues for the fiscal year ended March 31, 2012. As of Dec. 31, 2013, the Company had $565.84 million in total assets, $692.81 million in total liabilities, $3 million in redeemable noncontrolling interest, and a $129.97 million total stockholders' deficit. * * * As reported by the TCR on Nov. 20, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Boca Raton, Fla.- based American Media Inc. to 'CCC+' from 'SD'. "The upgrade follows the company's exchange of $94.3 million of its $104.9 million 13.5% second-lien cash-pay notes due 2018 for privately held $94.3 million 10% second-lien notes due 2018," said Standard & Poor's credit analyst Hal Diamond. ANACOR PHARMACEUTICALS: Appoints Keith Leonard to Board ------------------------------------------------------- Anacor Pharmaceuticals, Inc.'s Board of Directors has unanimously appointed Keith R. Leonard, Jr. to serve as a Class I director until the Company's 2017 annual meeting of shareholders. Mr. Leonard has more than 20 years of experience in the pharmaceutical industry and is the president, chief executive officer and a member of the board of directors of Kythera Biopharmaceuticals, Inc., a biopharmaceutical company that he co- founded focused on discovering, developing and commercializing drugs for the aesthetic medicine market. From 1991 to 2004, Mr. Leonard held various positions at Amgen Inc., most recently as senior vice president and general manager of Amgen Europe where he was responsible for all commercial operations in 28 European countries. "On behalf of the Board, I'm very pleased to welcome Keith as a new independent director of Anacor. We believe that Keith's broad pharmaceutical experience and significant expertise in global product development, commercial execution and strategic planning will prove very valuable," said Paul Berns, the Company's president and chief executive officer. "We look forward to working with Keith and benefiting from his experience and judgment." "I am very pleased to become a member of the Anacor board," said Keith Leonard. "Anacor has two very interesting investigational product candidates, AN2728 and Kerydin, and I welcome the opportunity to work with Paul and the Board at what is an exciting time for the Company." In addition, the Company's Board has appointed William J. Rieflin to be its first independent lead director. Mr. Rieflin has served as a member of the Board since March of 2011, and currently serves as chairman of the Company's Audit Committee and as a member of the Compensation Committee. Paul Berns, the Company's chief executive officer, will continue to serve as Chairman of the Board. "We are excited to announce Keith's appointment to the Board, as well as Bill's acceptance of his new role," said Paul Klingenstein, Chairman of the Company's Nominating and Governance Committee. "Keith possesses exactly the type of experience, judgment and integrity that we look for when considering new additions to our Board. In addition, we believe Bill is well suited for this important corporate governance role." On May 29, 2014, the Board adopted an Independent Director Compensation Policy. Pursuant to the Policy, Mr. Leonard will receive a $40,000 annual cash retainer. On May 29, 2014, the Board also granted Mr. Leonard an initial option to purchase 27,000 shares of the Company's common stock under the Company's 2010 Equity Incentive Plan with an exercise price equal to $14.22, the per share closing price of the Common Stock on the NASDAQ Global Market on the date of grant. Meeting Results At the Company's 2014 annual meeting of stockholders held on May 29, 2014, the stockholders: (a) elected Anders D. Hove, M.D., as director to hold office until the Company's 2017 annual meeting of stockholders; (b) approved, on an advisory basis, the 2013 compensation of the Company's named executive officers; and (c) ratified the selection by the Audit Committee of the Board of Ernst & Young LLP as the independent registered public accounting firm of the Company for its year ending Dec. 31, 2014. The term of office of directors Paul H. Klingenstein, Mark Leschly and William J. Rieflin continues until the Company's 2015 annual meeting of stockholders. The term of office of directors Paul L. Berns and Lucy Shapiro, Ph.D., continues until the Company's 2016 annual meeting of stockholders. Additional information is available for free at: http://is.gd/JIyBxK About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. Anacor reported net income of $84.76 million in 2013, a net loss of $56.08 million in 2012 and a net loss of $47.94 million in 2011. As of March 31, 2014, the Company had $156.92 million in total assets, $46.27 million in total liabilities, $4.95 million in redeemable common stock and $105.69 million in total stockholders' equity. ARISTA POWER: Acting Chief Financial Officer Named -------------------------------------------------- Molly Hedges submitted her resignation as the chief financial officer and treasurer of Arista Power, Inc., effective June 13, 2014. On June 6, 2014, the Board of Directors of Arista Power named Stephen Brown as the acting chief financial officer and Treasurer of Arista Power, effective June 16, 2014. Upon joining the Company, Mr. Brown will be the Company's principal financial officer and principal accounting officer. Mr. Brown, age 58, will report to Arista Power's chief operating officer, Adeeb Saba. There is no arrangement or understanding between Mr. Brown and any other person, pursuant to which Mr. Brown is to be selected as an officer of the Company that would require disclosure under Item 401(b) of Regulation S-K. Additionally, there is no familial relationship between Mr. Brown and any other person that would require disclosure under Item 401(d) of Regulation S-K. Steve Brown served as several executive positions including as chief financial officer for IDT Corporation (NYSE: IDT) from April 1995 to January 2009 in which he oversaw the financial end of taking the start-up telecommunications company public and guided it through the spin-offs of two subsidiaries, various public offerings and bank facilities. During his tenure at IDT, Mr. Brown also served on IDT's Board of Directors for six years, and on the Board of Net2Phone Inc. (NASDAQ: NTOP) for five years. Mr. Brown was also the founder and chairman of IDT Entertainment Inc., a movie studio and media subsidiary that IDT sold for a profit in excess of $225 million. From 2009 to present, Steve is a managing partner of The Mcguffin Group Financial, a financial consulting firm concentrating on advising early stage companies. Clients served include Cardis Enterprises International, Hyperactive, Xsovt Brands Inc. and NJR Medical Inc. Steve also is a partner in an accounting and tax practice, Brown, Brown and Associates. Steve is a licensed certified public accountant and a member of the Academy of Television Arts and Sciences and serves on the Board of Directors for several educational institutions including serving on the Board of Governors for Touro College. Mr. Brown received a B.A. degree in Economics from Yeshiva University and a B.B.A. degree in Business and Accounting from Baruch College. With the exception of the Arista Power 2008 Equity Incentive Plan, as amended and restated, and the below-described grant of restricted common stock and stock options to purchase common stock of Arista Power, there is no material plan, contract or arrangement to which Mr. Brown is a party, or in which he participates, nor has there been any material amendment to any plan, contract or arrangement, by virtue of his appointment as acting chief financial officer and treasurer. Mr. Brown will be paid an annual salary of $78,000 per year. On his start date of June 16, 2014, Mr. Brown will be awarded pursuant to the terms and conditions of the 2008 Plan: (1) 50,000 shares of the Company's restricted common stock with 10,000 of such restricted shares vesting immediately and 40,000 of such restricted shares vesting in six months; and (2) 350,000 stock options with 50,000 of such options vesting immediately, 50,000 of such stock options vesting every six months after the Mr. Brown?s start date for the next 24 months, 25,000 of such options vesting 30 months after Mr. Brown's start date and 75,000 of those options vesting if Mr. Brown is named Chief Financial Officer of the Company. All of the shares of restricted stock and stock options will vest in full upon any of the following: (a) the Company consummating fundraising in an amount of no less than $3,000,000; (b) the Company entering into a line of credit to finance its system in an amount of no less than $3,000,000; and (c) the investment by a strategic investor in an amount of no less than $1,000,000. About Arista Power Rochester, N.Y.-based Arista Power, Inc., is a developer, manufacturer, and supplier of custom-designed power management systems, renewable energy storage systems, and a supplier and designer of solar energy systems. Arista Power reported a net loss of $3.27 million on $2.19 million of sales for the year ended Dec. 31, 2013, as compared with a net loss of $3.48 million on $1.99 million of sales for the year ended Dec. 31, 2012. The Company's balance sheet at March 31, 2014, showed $3.02 million in total assets, $6.99 million in total liabilities and a $3.97 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses have resulted in an accumulated deficit and ongoing operation is dependent upon improved results from operation and additional financing. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We may also seek additional financing to accelerate our growth. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. If we raise additional capital by incurring debt, this will result in increased interest expense. There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business could suffer if we are unable to raise additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues, develop our products, attain profitable operations, or even may result in our business filing for bankruptcy protection or otherwise ending our operations which could result in a significant or complete loss of your investment," the Company said in the Annual Report for the year ended Dec. 31, 2013. ARISTA POWER: Two Directors Elected at Annual Meeting ----------------------------------------------------- At the annual meeting of shareholders of Arista Power, Inc., on May 28, 2014, the shareholders of the Company: (1) elected William A. Schmitz and George Naselaris to the Board of Directors for a three-year term; (2) approved the Company's Amended and Restated 2008 Equity Incentive Plan pursuant to which an additional 2,000,000 shares of common stock were approved for issuance under the Plan. (3) approved an advisory vote on executive compensation; and (4) approved an advisory vote on frequency of future advisory votes on executive compensation to be every three years. The Company filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 2,000,000 shares of common stock issuable under the Company's 2008 Equity Incentive Plan, as Amended and Restated. A full-text copy of the Form S-8 prospectus is available for free at http://is.gd/urswjZ About Arista Power Rochester, N.Y.-based Arista Power, Inc., is a developer, manufacturer, and supplier of custom-designed power management systems, renewable energy storage systems, and a supplier and designer of solar energy systems. Arista Power reported a net loss of $3.27 million on $2.19 million of sales for the year ended Dec. 31, 2013, as compared with a net loss of $3.48 million on $1.99 million of sales for the year ended Dec. 31, 2012. The Company's balance sheet at March 31, 2014, showed $3.02 million in total assets, $6.99 million in total liabilities and a $3.97 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses have resulted in an accumulated deficit and ongoing operation is dependent upon improved results from operation and additional financing. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We may also seek additional financing to accelerate our growth. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. If we raise additional capital by incurring debt, this will result in increased interest expense. There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business could suffer if we are unable to raise additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues, develop our products, attain profitable operations, or even may result in our business filing for bankruptcy protection or otherwise ending our operations which could result in a significant or complete loss of your investment," the Company said in the Annual Report for the year ended Dec. 31, 2013. AUXILIUM PHARMACEUTICALS: Chief Financial Officer to Quit --------------------------------------------------------- James E. Fickenscher, chief financial officer, is leaving Auxilium Pharmaceuticals, Inc., to pursue other interests. Mr. Fickenscher will continue in his current role through Aug. 15, 2014. "The Board and I want to thank Jim for his nine years of service and important contributions to the evolution of Auxilium," said Adrian Adams, chief executive officer and president of Auxilium. "Over the past year, we have evolved Auxilium into a company with a leadership position in men's healthcare, and a diversified revenue stream driven by a portfolio of 12 products. We are now positioning the Company for the next phase of evolution and growth and have initiated the search for a new Chief Financial Officer. Our focus remains to execute on our visionary goals and corporate strategy and, most importantly, to deliver value to our shareholders." Mr. Fickenscher's Amended and Restated Employment Agreement dated Dec. 19, 2013, provides for certain severance benefits subject to the execution and non-revocation by Mr. Fickenscher of a written release in a form provided by the Company. Pursuant to the terms of the Employment Agreement, on May 30, 2014, the Company provided a proposed Separation Agreement and General Release to Mr. Fickenscher in connection with his departure that is consistent with the form previously agreed and attached as an exhibit to the Employment Agreement. In consideration for the releases provided by Mr. Fickenscher in the Agreement, and for his continuing compliance with the obligations contained in the Agreement, he will receive severance benefits in accordance with terms of the Employment Agreement, as previously disclosed. In addition to the previously disclosed severance benefits, Mr. Fickenscher and the Company reached an agreement with respect to his continued employment through Aug. 15, 2014, whereby he will also receive a payment in an amount equal to 75 percent of his target bonus for fiscal year 2014 under the Company's 2014 incentive bonus plan, payable within 30 days of the Termination Date. Payment of this additional amount is contingent upon Mr. Fickenscher being employed by the Company until the Termination Date. Mr. Fickenscher remains bound by the confidentiality, intellectual property, non-competition, non-solicitation, and non-disparagement covenants contained in the Employment Agreement until the anniversary of the Termination Date. 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. BANCO CRUZEIRO: Brazilian Bank's Liquidator Seeks U.S. Recognition ------------------------------------------------------------------ The liquidator of Banco Cruzeiro Do Sul S.A. filed a Chapter 15 bankruptcy petition in Miami, Florida, to seek recognition in the U.S. of the administrative liquidation proceeding of the bank pending before the Central Bank of Brazil. Eduardo Felix Bianchini, the liquidator appointed by the Brazilian Central Bank and the foreign representative in the U.S. case, says that in 2012, the Central Bank of Brazil ordered the extrajudicial liquidation of BCSUL and four of its affiliates after it determined that the Debtors could no longer return to normal business operations due to confirmation of a distressed financial condition and serious violations of regulation of the National Monetary Council and of the Central Bank of Brazil. BCSUL's affiliates which are currently in liquidation include: (a) Cruzeiro do Sul S.A. - Companhia Securitizadora de Credios Financeiros; (b) Cruzeiro do Sul S.A. Corretora de Valores e Mercadorias; (c) CruLeiro do Sul Holding Financcira S.A.; and (d) Cruzeiro do Sul S.A. Distribuidora de Titulos e Valorcs Mobiliarios. U.S. Recognition The liquidator wants the U.S. court to enter an order recognizing the Brazilian liquidation as foreign main proceeding and, among other things, entrusting the distribution of BCSUL's assets in the U.S. to the liquidator. Gregory S. Grossman, Esq., at Astigarraga Davis Mullins & Grossman, PA, avers that the Debtors' Brazilian liquidation proceeding is a "foreign main proceeding" as that term is defined in Section 101(23) and 1502(4) of the U.S. Bankruptcy Code, because it is a (a) collective administrative proceedings currently pending in Brazil, the "center of main interests" for the Debtors and (b) under a law relating to insolvency or adjustment of debt in which the Debtors' assets and affairs are subject to control and the supervision of the Central Bank of Brazil for the purpose of liquidation. The Debtor says that it has assets in the United States in the form of a retainer on deposit with Astigarraga Davis Mullins & Grossman and other assets which belong to BCSUL even if they arc titled in the name of other entities and/or beneficially owned by other entities, including, but not limited to, an account held in the name of BCS Asset Management at Sofisa Bank of Florida in Miami, Florida, as well as claims BCSUL may raise against such other entities or other third parties related to fraudulent transfers, preferences and/or fraud. BCSUL doesn't have any pending litigation in the United States. Liquidation Proceeding In 2004, a new law was passed by Brazil's Congress which permitted the assignment of up to 30% or an individual's salary to a bank to secure repayment or a loan. This change created a new book or business for some banks and BCSUL became very prominent and active in this area. On June 4, 2012, the Central Bank of Brazil placed BCSUL, along with its four affiliated companies under Special Temporary Administration of the Credit Guarantee Fund (i.e., the FGC or Fundo Garantidor de Creditos). The FGC is responsible for administering Brazil's deposit insurance program. When BCSUL was placed under temporary administration, all of its members sitting on the Board or Directors, the Administrative Council, the Fiscal Council, and the Audit Committee were removed and their assets were frozen (together with any other member within the previous 12 months). In total, the assets or 15 insiders were frozen at that time. When BCSUL was initially placed, under Special Temporary Administration, the FGC announced its intention to find a buyer for BCSUL. On Sept. 14, 2012, however, the Central Bank of Brazil placed BCSUL into extra-judicial liquidation after the FGC was unable to find a buyer. The FGC is owed approximately RS1.95 billion and is the largest creditor of BCSUL. Initially, the Central Bank or Brazil appointed Sergio Rodrigues Prates as the Liquidator for BCSU. On May 24, 2013, Eduardo Felix Bianchini was appointed to replace Mr. Prates as the liquidator. About Banco Cruzeiro Do Sul Banco Cruzeiro Do Sul S.A. ("BCSUL") was first established in August 1989. In 1993, the bank's shares were acquired by the Indio Da Costa family, who continued to manage the bank until June 4, 2012, when the assets of the bank and its affiliates were seized by the Central Bank of Brazil. Luis Felipe Indio Da Costa is the principal member of the Indio Da Costa family and was also the principal of the bank although his son, Luis Octavio, was the president of BCSUL. According to BCSUL's Web site, the bank provided a variety of services which included commercial portfolio investments and credit services. During the course of its banking operations, BCSUL primarily operated out of Rio de Janeiro and Sao Paulo where it received deposits and extending loans to individual customers. BCSUL operated nationally through a network of salesmen and agents, promoting the salary-secured loan product offered by the bank. The total loan book for BCSUL was R$12 billion. Prior to be placed into liquidation, BCSUL was the 27th largest bank in Brazil. As of March 31, 2014, the bank's balance sheet reflected the R$7.75 billion (US$3.47 billion) in assets and R$10.3 billion (US$4.64 billion) in liabilities. The liquidator for BCSUL filed a Chapter 15 petition (Bankr. S.D. Fla. Case No. 14-22974) on June 4, 2014, to seek recognition of the liquidation proceeding before the Central Bank of Brazil. According to the Chapter 15 petition, the bank has more than US$1 billion in assets and debt. Judge Laurel M Isicoff is assigned to the Chapter 15 case. Gregory S. Grossman, Esq., at Astigarraga Davis Mullins & Grossman, PA, in Miami, represents the Debtor. BANK OF THE CAROLINAS: Amends Articles of Incorporation ------------------------------------------------------- Bank of the Carolinas Corporation filed articles of amendment with the North Carolina Department of the Secretary of State for the purpose of amending its articles of incorporation. The Company's shareholders approved these amendments at the special meeting of shareholders held on May 22, 2014. The amendments effect three changes to the Company's articles of incorporation: (1) an increase in the number of shares of common stock the Company is authorized to issue from 15,000,000 shares to 580,000,000 shares; (2) a change in the par value of the Company's common stock from $5.00 per share to no par value per share; and (3) creation of a class of non-voting common stock. Of the 580,000,000 shares of common stock authorized for issuance, 500,000,000 shares are designated as voting common stock and 80,000,000 shares are designated as non-voting common stock. Prior to the filing of the articles of amendment, the Company did not have a class of non-voting common stock authorized. Shareholders who held shares of the Company's common stock prior to the filing of the articles of amendment hold voting common stock after the filing of the articles of amendment. Each holder of voting common stock is entitled to one vote for each share of voting common stock held of record by such holder on all matters on which shareholders generally are entitled to vote. There are currently no shares of non-voting common stock outstanding. If shares of non-voting common stock are issued, the holders of non- voting common stock will have no voting power and will not be entitled to vote on any matter except as required by law or provided in the articles of amendment. In all other respects, the non-voting common stock will carry the same rights and privileges as voting common stock, including in respect of dividends and in respect of distributions upon any dissolution, liquidation, or winding up of the Company, and will be treated the same as the voting common stock, including in any merger, consolidation, share exchange, or other similar transaction. If the Company splits, subdivides, or combines the outstanding shares of voting common stock or non-voting common stock, then the outstanding shares of the other class of common stock will likewise be split, subdivided, or combined in the same manner proportionately and on the same basis per share. No dividend payable in voting common stock will be declared on the non-voting common stock, and no dividend payable on the non-voting common stock will be declared on the voting common stock. In the case of a stock dividend, the voting common stock will receive such dividend in shares of voting common stock and the non-voting common stock will receive such dividend in shares of non-voting common stock. A full-text copy of the Articles of Amendment of the Company filed May 28, 2014, is available for free at http://is.gd/awv1E4 About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Turlington and Company, LLP, in Lexington, North Carolina, 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 credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2013, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss available to common stockholders of $2.33 million in 2013, a net loss available to common stockholders of $5.53 million in 2012 and a net loss available to common stockholders of $29.18 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $423.65 million in total assets, $421.90 million in total liabilities and $1.74 million in total stockholders' equity. BELLINGHAM INSURANCE: High Court Rules on Bankr. Court's Powers --------------------------------------------------------------- The U.S. Supreme Court on June 9 clarified a 2011 ruling that called into question the power of bankruptcy judges to rule on key issues that arise in many bankruptcy cases but which ruling left a bigger question unanswered, Jacqueline Palank, writing for The Wall Street Journal, reported. Bill Rochelle, the bankruptcy columnist for Bloomberg News, however, said the Supreme Court's decision left open whether bankruptcy judges and federal magistrate judges have the power to issue final rulings, even when the parties consent, and didn't say whether aspects of the magistrate system are unconstitutional. The June 9 ruling involves the case called Executive Benefits Insurance Agency v. Peter H. Arkison, which confronts the claims that fall into a gap exposed between claims that the bankruptcy court is allowed to issue final judgment on and claims that it isn't, the Journal said. The gap was the result of the ruling in the 2011 case, which involved an inheritance battle between the deceased Anna Nicole Smith and the son of her deceased husband, the Journal related. At the heart of the Executive Benefits case is the different status of bankruptcy versus district judges, the Journal noted. In the June 9 opinion, the Supreme Court court found no gap and said the facts in Executive Benefits fit neatly within Section 157(c)(1) of the Judiciary Code, which says a bankruptcy judge in a non-core matter can issue proposed findings of fact and conclusions of law, followed by de novo review in district court. A full-text copy of the Supreme Court's Decision written by Justice Clarence Thomas is available at: http://bankrupt.com/misc/12_1200_2035.pdf The case is Executive Benefits Insurance Agency v. Arkison, 12-1200, U.S. Supreme Court. BELLINGHAM INSURANCE: High Court Rules on Bankr. Court's Powers --------------------------------------------------------------- The U.S. Supreme Court on June 9 clarified a 2011 ruling that called into question the power of bankruptcy judges to rule on key issues that arise in many bankruptcy cases but which ruling left a bigger question unanswered, Jacqueline Palank, writing for The Wall Street Journal, reported. Bill Rochelle, the bankruptcy columnist for Bloomberg News, however, said the Supreme Court's decision left open whether bankruptcy judges and federal magistrate judges have the power to issue final rulings, even when the parties consent, and didn't say whether aspects of the magistrate system are unconstitutional. The June 9 ruling involves the case called Executive Benefits Insurance Agency v. Peter H. Arkison, which confronts the claims that fall into a gap exposed between claims that the bankruptcy court is allowed to issue final judgment on and claims that it isn't, the Journal said. The gap was the result of the ruling in the 2011 case, which involved an inheritance battle between the deceased Anna Nicole Smith and the son of her deceased husband, the Journal related. At the heart of the Executive Benefits case is the different status of bankruptcy versus district judges, the Journal noted. In the June 9 opinion, the Supreme Court court found no gap and said the facts in Executive Benefits fit neatly within Section 157(c)(1) of the Judiciary Code, which says a bankruptcy judge in a non-core matter can issue proposed findings of fact and conclusions of law, followed by de novo review in district court. A full-text copy of the Supreme Court's Decision written by Justice Clarence Thomas is available at: http://bankrupt.com/misc/12_1200_2035.pdf The case is Executive Benefits Insurance Agency v. Arkison, 12-1200, U.S. Supreme Court. BIG M: Court Approves Settlement with Westport Insurance -------------------------------------------------------- The Bankruptcy Court approves Big M, Inc.'s comprise and settlement with Westport Insurance Company. Westport issued Policy No. 31-3-74971, which provided Big M with coverage for property damage and business interruption. In October 2013, superstorm Sandy struck the New York, New Jersey and Connecticut. The damage caused by the superstorm resulted in the closure of all of Big M's store locations in the Tri-State area. The majority of those impacted stores, in addition to the company's office and distribution center, were unable to fully operate for over a week. Three of the impacted stores were closed for one month. Eric H. Horn, Esq., at Lowenstein Sandler LLP, in Roseland New Jersey, relates that within days after the superstorm, after calculating the amount of its damages, Big M communicated its claim amount and provided the necessary detail to its insurance carrier, Westport. On November 4, 2013, Big M commenced an adversary proceeding against Westport in the Bankruptcy Court entitled Big M, Inc. v. Westport Insurance Company, Case No. 13-02066 (DHS) on account of damages resulting from the superstorm and Westport's response. Mr. Horn notes that there are three components to Big M's claim against Westport: (i) property damage at stores damaged as a result of flooding; (ii) business interruption damages as a result of loss of power at stores and the distribution center; and (iii) consequential damages resulting from Westport's delay in adjusting and paying Big M for its property damage and business interruption claim. To date, Westport has paid Big M $1,502,566. Following extensive negotiation and mediation, Big M and Westport entered into an insurance settlement, pursuant to which Westport will pay Big M an additional $900,000. Big M is represented by: Kenneth A. Rosen, Esq. Mary E. Seymour, Esq. Eric H. Horn, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: (973) 597-2500 Fax: (973) 597-2400 About Big M, Mandee, Annie sez, and Afazxe Stores Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus Capital Partners, LLC, funding the Chapter 11 effort. Judge Donald H. Steckroth presides over the case. At the time of the bankruptcy filing, Big M was the owner of Mandee, Annie sez, and Afazxe Stores. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. Attorneys at Becker Meisel LLC serve the Debtor as conflicts counsel. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. In mid-2013, the Bankruptcy Court authorized the Debtor to sell substantially all of its assets to YM LLC USA, formerly known as YM Inc USA. BIG M: Court Approves Settlement with Counsel Rona Korman --------------------------------------------------------- Big M, Inc., enters into a compromise and settlement with its former general counsel Rona Korman. During her employment, Ms. Korman entered into a deferred compensation agreement dated as of January 1, 1999. Also during her employment, Ms. Korman delivered a promissory note in exchange for a $348,386 loan. The note provides for the offset of any debt, obligation or liability owed by Big M to Ms. Korman, including any deferred compensation due or becoming due. In December 2012, Ms. Korman's employment with Big M ceased and subsequently, the parties entered into a transition services agreement to which she provided transition services up to February 28, 2013. On April 29, 2013, Ms. Korman filed a proof of claim for $857,522 on account of deferred compensation and severance: (a) $348,386 as secured; (b) $11,725 as priority - general unsecured; and (c) $497,411 as a non-priority - general unsecured. Following extensive negotiation, the parties settled that: (a) Ms. Korman's claim is disallowed and expunged with prejudice; (b) Ms. Korman is permitted to setoff amounts owing from her to Big M against amounts that Big M owes to her (pursuant to the setoff, the parties will no longer owe each other any amount); (c) Ms. Korman assigns to Big M all of her monetary rights and interest in Big M's pension plan; On May 12, 2014, the Bankruptcy Court approves the settlement. About Big M, Mandee, Annie sez, and Afazxe Stores Totowa, New Jersey-based Big M, Inc., filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-10233) on Jan. 6, 2013, with Salus Capital Partners, LLC, funding the Chapter 11 effort. Judge Donald H. Steckroth presides over the case. At the time of the bankruptcy filing, Big M was the owner of Mandee, Annie sez, and Afazxe Stores. The Mandee brand is a juniors fashion retailer with 84 stores in Illinois and along the East Coast. Annie sez is a discount department-store retailer for women with 35 stores. Afaze is 10-store jewelry and accessory chain. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, serves as counsel to the Debtor. PricewaterhouseCoopers LLP has been tapped to serve as financial advisor. GRL Capital Advisors LLC's Glenn R. Langberg has been hired to serve as chief restructuring officer. Attorneys at Becker Meisel LLC serve the Debtor as conflicts counsel. The Debtor disclosed $21,384,430 in assets and $21,374,057 in liabilities as of the Chapter 11 filing. The Official Committee of Unsecured Creditors has tapped Cooley Godward Kroish, LLP, as its counsel, and CBIZ Accounting, Tax and Advisory of New York, LLC and CBIZ Mergers & Acquisitions Group as its financial advisor. In mid-2013, the Bankruptcy Court authorized the Debtor to sell substantially all of its assets to YM LLC USA, formerly known as YM Inc USA. BIOLIFE SOLUTIONS: Michael Rice Lowers Equity Stake to 4.1% ----------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Michael Rice disclosed that as of March 25, 2014, he beneficially owned 507,413 common stock options, all exercisable within 60 days of March 25, 2014, of BioLife Solutions, Inc., representing 4.1 percent of the shares outstanding. On March 25, 2014, the Company completed a public offering and debt conversion, resulting in Mr. Rice being diluted to a less than 5 percent interest in the Company's outstanding securities. Mr. Rice previously held 6,806,098 shares of common stock of Biolife representing 8.9 percent equity stake at May 31, 2013. A full-text copy of the regulatory filing is available at: http://is.gd/gjKCCt About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. The Company's balance sheet at March 31, 2014, showed $15.98 million in total assets, $1.90 million in total liabilities and $14.07 million in total shareholders' equity. BROADWAY FINANCIAL: Moss Adams Replaces Crowe Horwath as Auditor ---------------------------------------------------------------- After consideration of other public accounting firms and a proposal received for audit services from Moss Adams LLP, the Audit Committee of the Board of Directors of Broadway Financial Corporation recommended and approved that the Board of Directors engage Moss Adams as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014. The Company's Board of Directors also approved the selection of Moss Adams as the Company's new independent registered public accounting firm and the dismissal of its prior audit firm, Crowe Horwath LLP, effective May 28, 2014. "In the two fiscal years ended December 31, 2013 and 2012, there have been no disagreements between the Company and Crowe Horwath on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Crowe Horwath's satisfaction, would have caused Crowe Horwath to make reference to the subject matter of the disagreement in connection with its opinion on the Company's consolidated financial statements for that year, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S- K," the Company said in a Form 8-K filing with the U.S. Securities and Exchange Commission. The audit report of Crowe Horwath on the Company's financial statements as of and for the fiscal year ended Dec. 31, 2013, did not contain any adverse opinion or disclaimer of opinion, nor was such report qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of Crowe Horwath on the Company's financial statements as of and for the fiscal year ended Dec. 31, 2012, was modified as to uncertainty with respect to the Company's ability to continue as a going concern. The Company said it did not consult with Moss Adams prior to the firm's selection as the new accounting firm. About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is currently regulated by the Board of Governors of the Federal Reserve System. The Bank is currently regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $335.07 million in total assets, $308.51 million in total liabilities and $26.56 million in total stockholders' equity. BROWNSVILLE MD: Hearing to Consider Cash Collateral Use June 13 --------------------------------------------------------------- Brownsville MD Ventures, LLC, seeks permission from the Hon. Richard S. Schmidt of the U.S. Bankruptcy Court for the Southern district of Texas to use cash collateral on an interim basis, with a final hearing to be set as soon as practicable, to pay: (i) utilities, (ii) insurance on the real property, (iii) a one-time roof inspection fee required by its insurance carrier; (iv) property maintenance and repair costs; and (vi) U.S. Trustee fees. The Court has set for June 13, 2014, at 9:00 a.m. the hearing to consider the Debtor's motion for cash collateral use. The Debtor says that its secured creditor, Pineda Grantor Trust, is already adequately protected given its large equity cushion, and thus no further adequate protection should be necessary. In the Debtor's proposed order, Pineda is granted as adequate protection a post-petition replacement lien against the Debtor's cash collateral to the same extent, validity, and priority as existed as of the Petition Date. Pineda may be granted additional adequate protection in the final order, according to the proposed order. On May 12, 2014, the Debtor filed a notice stating that the confirmation hearing is currently under advisement. According to the notice, the hearing currently set in Brownsville on May 14, 2014, will not take place. The Court will rehear the confirmation hearing and will rule thereafter. Briefs have been filed in this case and the Court will review them. About Brownsville MD Ventures Brownsville MD Ventures, LLC, was formed in 2004 for the purpose of acquiring real property and improvements in Brownsville, Texas. The company leased the property to Brownsville Doctors Hospital, LLC, which operated a hospital on the premises. The tenant has ceased operations, and the property has been vacant since August 2012. Brownsville MD Ventures filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-10341) on Aug. 26, 2013, in Brownsville, Texas. Chester Gonzalez, the managing member and the chairman of the board of managers, signed the bankruptcy petition. The Debtor disclosed $24 million in assets and $14.7 million in liabilities in its schedules. The Debtor's property was appraised by Compass Bank in July 2011 with a fair market value in excess of $20,000,000. Pineda Grantor Trust II, as assignee of Compass Bank (which provided a loan to finance the acquisition of the property), is the secured lender. Kell Corrigan Mercer, Esq., at Husch Blackwell, LLP, in Austin, Texas, serves as the Debtor's counsel. The Debtor tapped The Rentfro Law Firm PLLC as special counsel to provide legal advice regarding business matters. Judge Richard S. Schmidt presides over the case. BUCCANEER ENERGY: Has Interim Authority to Use Cash Collateral -------------------------------------------------------------- Judge David R. Jones of the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, gave Buccaneer Resources, LLC, et al., interim authority to use the cash collateral securing their prepetition indebtedness from AIX Energy, LLC, and scheduled a June 17, 2014, hearing on the final approval of the request. As of May 31, 2014, the aggregate unpaid principal balance of the AIX Facility, including all accrued, unpaid interest, fees, expenses and other amounts owing under the financing agreement, was $58,226,264. The AIX Facility matures on June 30, 2014. The Debtors' obligations under the AIX Facility are secured by liens on substantially all of the Debtors' assets, including the cash collateral, subject to certain exceptions. The Debtors' use of the cash collateral will terminate if, among other things, (i) they have not filed a motion for bid procedures governing the sale and auction of substantially all of their assets by June 13; (ii) they have not filed a plan and disclosure statement incorporating the bid procedures by June 13; and (iii) they have not confirmed a Chapter 11 plan by Aug. 15. Objections to the final approval of the Cash Collateral Motion are due June 13. Cook Inlet Region, Inc., filed an objection ahead of the deadline, to reserve all of its rights and remedies (1) with respect to any amounts to be deposited into the escrow account, and (2) in connection with the Debtors and their assets. CIRI and Buccaneer Alaska executed an oil and gas lease pursuant to which CIRI granted and leased certain of its subsurface rights to the CIRI Property to Buccaneer Alaska. The Debtors are represented by William R. Greendyke, Esq., and Jason L. Boland, Esq., at Fulbright & Jaworski LLP, in Houston, Texas. Counsel to AIX is: Joshua Wolfshohl, Esq. PORTER HEDGES LLP 1000 Main Street, 36th Floor Houston, Texas 77002 Email: jwolfshohl@porterhedges.com CIRI is represented by: Robert L. Paddock, Esq. Randy Williams, Esq. THOMPSON & KNIGHT LLP 333 Clay, Suite 3300 Houston, Texas 77002 Telephone: (713) 654-8111 Facsimile: (713) 654-1871 Email: robert.paddock@tklaw.com randy.williams@tklaw.com -- and -- Ira L. Herman, Esq. Jennifer A. Christian, Esq. THOMPSON & KNIGHT LLP 900 Third Avenue, 20th Floor New York, New York 10022-3915 Telephone: (212) 715-3001 Facsimile: (212) 751-3113 Email: ira.herman@tklaw.com jennifer.christian@tklaw.com About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Epiq Systems is the claims and notice agent. BUCCANEER ENERGY: Seeks to Employ Fulbright & Jaworski as Counsel ----------------------------------------------------------------- Buccaneer Resources, LLC, et al., seek authority from the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, to employ Fulbright & Jaworski LLP as counsel. Fulbright will be required to render various services to the Debtors, including the following professional services: (a) providing advice to the Debtors with respect to their powers and duties as debtors in possession in the continued operation of their businesses and the management of their properties; (b) preparing, on behalf of the Debtors, applications, motions, answers, orders, reports, memoranda of law and other papers in connection with the Chapter 11 cases; (c) representing the Debtors in negotiations with creditors, equity holders, and parties-in-interest, including governmental agencies and authorities; and (d) performing other necessary or appropriate legal services in connection with the Chapter 11 cases. Generally, Fulbright?s hourly billing rates for domestic offices range from $450 to $1,045 for partners; from $280 to $665 for senior associates; from $405 to $840 for senior counsel; from $195 to $695 for counsel; from $225 to $550 for associates; from $225 to $405 for patent agents; from $450 to $1,040 for of counsel; from $75 to $400 for legal assistants; and from $180 to $310 for senior legal assistants. In addition to the hourly rates, Fulbright customarily charges its clients for all reimbursable expenses. Prior to the Petition Date, the Debtors advanced Fulbright $600,000 to provide a retainer for legal services rendered or to be rendered, and for reimbursement of expenses incurred, in representing the Debtors in connection with the Chapter 11 cases. For the one year period preceding the Petition Date, in addition to the amount advanced in the retainer, Fulbright received payments in the aggregate amount of approximately $1,219,687 from the Debtors for professional fees and expenses incurred with respect to various legal matters. William R. Greendyke, Esq., a partner at Fulbright & Jaworski LLP, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. A hearing will be conducted on this matter on July 1, 2014 at 3:00 p.m. The firm may be reached at: Robert Andrew Black, Esq. Jason Lee Boland, Esq. Robert Bernard Bruner, Esq. William R Greendyke, Esq. FULBRIGHT & JAWORSKI LLP 1301 McKinney Street Suite 5100 Houston, TX 77010 Tel: 713-651-5193 Fax : 713-651-5246 About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. BUCCANEER ENERGY: Seek Extension of Schedules Filing Deadline ------------------------------------------------------------- Buccaneer Resources, LLC, et al., ask the U.S. Bankruptcy Court for the Southern District of Texas, Victoria Division, to extend until June 30, 2014, to file their schedules of assets and liabilities and statements of financial affairs. The Debtors said they need the additional time to compile information from voluminous books, records, and documents to accurately prepare the schedules and statements. The Debtors add that they have very limited resources due to their recent downsizing and their employees and professionals have competing demands. A hearing has been set on this motion for June 10, 2014 at 3:00 p.m. (CST). About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. BUCCANEER ENERGY: Amends List of Largest Unsecured Creditors ------------------------------------------------------------ Buccaneer Resources, LLC, et al., filed an amended list of its largest unsecured creditors to reflect the following: Entity Nature of Claim Claim Amount ------ --------------- ------------ Kenai Offshore Ventures Contract $18,513,184 15 Hoe Chiang Road #12-05 Tower Fifteen Singapore 089316 Contact: Lorrine Wee Phone: +65 6309 0555 Fax: +65 6222 7848 Archer Drilling, LLC Pending Lawsuit $6,000,000 10613 W. Sam Houston Parkway N. Suite 600 Houston, TX 77064 Contact: Ronney Coleman Phone: (713) 856-4222 Chrystal Capital Partners LLP Pending Lawsuit $2,660,000 48 Berkeley Square London, UK W1J 5AY Contact: Kingsley Wilson Phone: +44 (0)207 850 4760 Fax: +44 (0)796 111 2703 Teras Oilfield Support Limited Contract $1,466,320 15 Hoe Chiang Road, #12-05 Tower Fifteen Singapore 089316 Contact: Lorrine Wee Phone: +65 6309 0555 Fax: +65 6222 7848 Scott P. Bernstein Pending Lawsuit Unknown 3333 Allen Parkway, Apt 1109 Houston, TX 77019 Contact: Scott P. Bernstein Phone: (281) 516-3137 Fax: (281) 516-3139 Frank's Casing Crew And Trade Payable $1,174,889 Rental Tools, Inc. P.O. Box 51729 Lafayette, LA 70505 Contact: Brian Baird Phone: (281) 966-7300 Fax: (281) 558-0948 Ocean Marine Services Trade Payable $608,414 12019 76th Place N.E. Kirkland, WA 98034 Contact: Daniel Roseta Phone: (425) 828-6434 Fax: (425) 827-2105 All American Oilfield Trade Payable $606,311 Associates, LLC 14896 Kenai Spur Highway Suite 203 Kenai, AK 99611 Contact: Pete Dickinson Phone: (907) 283-1048 Fax: (907) 283-1051 State Of Alaska (Department Government $605,116 Of Revenue) P.O. Box 110420 Juneau, AK 99811 Contact: Angela Rodell Phone: (907) 465-2300 Fax: (907) 465-2389 Crowell & Moring, LLP Professional 1001 Pennsylvania Avenue NW Services $339,976 Washington, DC 20004 Contact: Kyle Parker Phone: (202) 624-2500 Fax: (202) 628-5116 Aimm Technologies, Inc. Trade Payable $276,736 801 Texas 146 Texas City, TX 77590 Contact: Brooks Bradford Phone: (409) 945-5414 Fax: (409) 945-6022 Pacific Pile & Marine, L.P. Trade Payable $195,000 700 S. Riverside Drive Seattle, WA 98108 Contact: Wil Clark Phone: (206) 331-3873 Fax: (206) 774-5958 Port Graham Corporation Trade Payable $187,243 629 L Street, Suite 205 Anchorage, AK 99501 Contact: Lloyd Stiassny Phone: (907) 272-7432 Fax: (907) 278-7679 Magtec Alaska, LLC Trade Payable $188,855 43385 Kenai Spur Highway Kenai, AK 99611 Contact: Ryan Peterkin Phone: (907) 335-6305 Fax: (907) 335-6313 Weatherford US LP Trade Payable $163,327 P.O. Box 301003 Dallas, TX 75303 Contact: Kevin Walker Phone: (907) 561-1632 Fax: (907) 345-7513 Petroleum Engineers, Inc. Trade Payable $138,773 P.O. Box 4869, Dept. 418 Houston, TX 77210 Contact: Bradley Rasch Phone: (337) 984-2603 Fax: (337) 406-5792 Canrig Drilling Technology Trade Payable $106,264 Ltd. 8223 Willow Place Drive South Houston, TX 77070 Contact: Christopher Papouras Phone: (281) 774-5600 Fax: (281) 774-5650 General Communication, Inc. Utilities $100,336 2550 Denali Street, Suite 1000 Anchorage, AK 99503 Contact: Tina Pidgeon Phone: (907) 868-5409 Fax: (907) 868-5676 Mayflower Remote Services, LLC Trade Payable $96,800 52765 Strawberry Avenue Kenai, AK 99611 Contact: Edgar N. Duero Phone: (907) 240-3187 Fax: N/A XTO Energy, Inc. Trade Payable $89,372 P.O. Box 730587 Dallas, TX 75373 Contact: Keith Hutton Phone: (866) 886-2613 Fax: (817) 885-1867 Air Liquide America LP Trade Payable $85,572 6415 Arctic Blvd. Anchorage, AK 99518 Contact: Michael J. Graff Phone: (907) 562-2080 Fax: (907) 564-9752 Petroleum Equipment & Trade Payable $70,379 Services, Inc. 5631 Silverado Way Unit #G Anchorage, AK 99518 Contact: Don Powell Phone: (907) 248-0066 Fax: (907) 248-4429 LCG Discovery Experts Professional 11767 Katy Fwy #515 Services $57,967 Houston, TX 77079 Contact: Ken Tisdel Phone: (832) 251-6600 Fax: (832) 251-6601 Owl Ridge Natural Resource Trade Payable $56,271 Consultants Inc. 1601 East 84th Avenue, Suite 204 Anchorage, AK 99507 Contact: Glenn Ruckhaus Phone: (907) 344-3448 Fax: N/A North Star Terminal & Trade Payable $56,207 Stevedore Co LLC 790 Ocean Dock Road Anchorage, AK 99501 Contact: Jeff Bentz Phone: (907) 272-7537 Fax: (907) 272-8927 JMR Worldwide Trade Payable $52,500 1325 Avenue Of The Americas, 28th Floor New York, NY 10019 Contact: Jay Morakis Phone: (212) 786-6037 Fax: (888) 669-0081 Seismic Exchange, Inc. Trade Payable $51,317 4805 Westway Park Boulevard Houston, TX 77041 Contact: Sharon Davis Phone: (832) 590-5229 Fax: 832.590.5290 Market Eye Pty Ltd Trade Payable $47,907 Level 2, 181 Bay Street Brighton, Vic 3186, Australia Contact: Ronn Bechler Phone: (+61-3) 9591 8900 Fax: (+61-3) 9591 8999 National Oilwell Varco Trade Payable $47,218 Tuboscope 2835 Holmes Road P.O. Box 808 Houston, TX 77051 Contact: Aimee Rasmussen Phone: (713) 799-4913 Fax: (713) 799-5212 Airport Equipment Rental Trade Payable $46,560 P.O. Box 72578 Fairbanks, AK 99707 Contact: Jerry Sadler Phone: (907) 456-2000 Fax: (907) 456-2066 A full-text copy of the list dated June 2, 2014, is available at http://bankrupt.com/misc/BUCCANEERcredlist0602.pdf About Buccaneer Energy Buccaneer Resources, LLC, and eight affiliates, including Buccaneer Energy Ltd. sought Chapter 11 bankruptcy protection in Victoria, Texas (Bankr. S.D. Tex. Lead Case No. 14-60041) on May 31, 2014. Founded in 2006, Buccaneer Energy, Ltd. is a publicly traded independent oil and gas company listed on the Australian Securities Exchange under the symbol "BCC". Although BCC is an Australian listed entity, the company operates exclusively through its eight U.S. subsidiary debtors, each of which are headquartered in the U.S. and which maintain offices in Houston and Dallas, Texas, and Kenai and Anchorage, Alaska. The Debtors' primary business is the exploration for and production of oil and natural gas in North America. Operations have historically focused on both onshore and offshore opportunities in the Cook Inlet of Alaska as well as the development of offshore projects in the Gulf of Mexico and onshore oil opportunities in Texas and Louisiana. CEO Curtis Burton was terminated in May 2014. Manning the Debtors' operations is Conway MacKenzie senior managing director John T. Young, who was appointed chief restructuring officer in March 2014. The bankruptcy cases are assigned to Judge David R Jones. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The Debtors have tapped Robert Andrew Black, Esq., Jason Lee Boland, Esq., Robert Bernard Bruner, and William R Greendyke, Esq., at Fulbright Jaworski LLP as counsel. Norton Rose Fulbright Australia will render legal services related to cross-border insolvency and general corporate and litigation matters to Buccaneer Energy Ltd. Epiq Systems is the claims and notice agent. BUDD COMPANY: Court Approves Crane Heyman as Counsel for UAW ------------------------------------------------------------ The International Union, United Automobile, Aerospace and Agriculture Implement Workers of America sought and obtained approval from the U.S. Bankruptcy Court to employ Crane, Heyman, Simon, Welch & Clar as local counsel. Scott R. Clar, a partner of the firm, attests that it is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code. The firm will among, other things, provide these services: a. investigate and provide advice with regard to the potential settlement between the Debtor and its affiliates, as contemplated by certain Debtor's motion to approve affiliate settlement agreement pursuant to section 105 of the bankruptcy code and rule 9109 of the federal rules of bankruptcy procedure or otherwise; b. provide advice to the UAW with respect to its powers, duties and responsibilities as the section 114 authorized representatives for the UAW Retirees in the debtor's chapter 11 case; and c. attend meetings and negotiations with representatives of the Debtor, the Debtor's affiliates, the on-UAW Retiree Committee, government agencies, other creditors and other parties in interest. The firm's rates are: Professional Rates ------------ ----- Eugene Crane $495 Arthur G. Simon $490 David K. Welch $490 Scott R. Clar $490 Jeffrey C. Dan $415 John H. Redfield $390 Thomas W. Goedert $425 Brian P. Welch $295 About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. CALDERA PHARMACEUTICALS: Incurs $5.8 Million Net Loss in 2013 ------------------------------------------------------------- Caldera Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss applicable to common stock of $5.88 million on $708,273 of sales for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stock of $951,791 on $1.90 million of sales for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.68 million in total assets, $3.91 million in total liabilities, $133,350 in convertible redeemable preferred stock, and a $2.36 million total stockholders' deficit. A full-text copy of the Form 10-K is available for free at: http://is.gd/DyhQq6 About Caldera Based in Cambridge, Massachusetts, Caldera Pharmaceuticals, Inc., is a drug discovery and pharmaceutical services company that is based on a proprietary x-ray fluorescence technology, called XRpro(R). CASCADE AG: Creditor Seeks Discharge of Liquidating Agent --------------------------------------------------------- One PacificCoast Bank (OPCB) asks the Bankruptcy Court for the Western District of Washington to terminate and discharge the liquidating agent in Cascade Agent Services' bankruptcy proceeding. Pivotal Solutions was appointed by the court on September 9, 2013, to close Cascade Ag's business and effect the sale of the Debtor's inventory and equipment to Kruger Foods, Inc. OPCB tells the Court that the June 24, 2014 auction of equipment sold to Colombia State Bank and Washington Federal can be handled without the liquidating agent. OPCB also states that the Debtor's remaining assets can be disposed of without the liquidating agent. The liquidating agent held funds of approximately $938,000 as of April 1, 2014. The liquidating agent does not object to OPCB's request. Colombia State Bank supports OPCB's request provided that the liquidating agent and its counsel file their fee applications with the Court. Washington Federal's position is unclear. OPCB further requests that the liquidating agent file its final report and account with the Court and deposit the remaining funds into the registry of the Court. About Cascade AG Services, Inc. Cascade AG Services, Inc., dba Pleasant Valley Farms, fdba Mountain View Produce, Inc., fdba Staffanson Harvesting LLC, fdba Sterling Investment Group, L.L.C., is a vegetable processing company that processes Washington-grown cucumbers and cabbage into pickles and sauerkraut. Cascade AG filed for Chapter 11 bankruptcy (Bankr. W.D. Wash. Case No. 12-18366) on Aug. 13, 2012. In amended schedules, the Debtor disclosed $25,522,648 in assets and $21,354,742 in liabilities as of the Chapter 11 filing. Lawyers at Cairncross & Hempelmann PS, in Seattle, serve as the Debtor's counsel. Clyde A. Hamstreet & Associates, LLC, is the Debtor's chief restructuring officer and financial advisor. The petition was signed by Craig Staffanson, president. The U.S. Trustee appointed seven creditors to the Official Unsecured Creditors' Committee. Lawrence R. Ream, Esq., at Schwabe, Williamson & Wyatt PC, Seattle, represents the Committee as counsel. DIP lender One PacificCoast Bank, FSB, is represented by Brad T. Summers, Esq., and David W. Criswell, Esq. The Plan filed in the Debtor's case contemplates a $3.0 million capital infusion. Money contributed to fund the Plan will be used to satisfy Administrative Expense Claims to the extent that those Claims must be satisfied for Confirmation, unless there is agreement with Holders of Administrative Expense Claims to defer payment. CASH STORE: Cease Trade Order Issued Over Non-Filing of Reports --------------------------------------------------------------- A cease trade order was issued on May 30, 2014, by the Alberta Securities Commission due to The Cash Store Financial Services Inc. failing to file interim unaudited financial statements, interim management's discussion and analysis, and certification of interim filings for the period ended March 31, 2014, pursuant to section 146 of the Securities Act (Alberta). Per the terms of the Cease Trade Order, all trading in the Company's securities has ceased. As the Company announced on May 16, 2014, its inability to file these materials is attributable to the circumstances of the Company's ongoing court-supervised restructuring process under the Companies' Creditors Arrangement Act ("CCAA"). Cash Store Financial intends to file the Continuous Disclosure Documents as soon as is commercially reasonable, or as requested by the Court, and is committed to completing the restructuring process as quickly and efficiently as is possible. 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. CHESAPEAKE OILFIELD: Moody's Rates $500MM Senior Notes 'B2' ----------------------------------------------------------- Moody's Investors Service assigned a B2 rating to Chesapeake Oilfield Operating, L.L.C's (COO) proposed offering of $500 senior notes due 2022. Following the pending spin-off of COO from Chesapeake Energy Corporation (Chesapeake, Ba1 stable), COO will be renamed Seventy Seven Energy Inc. (SSE). This notes offering was anticipated in the Chesapeake Oilfield and Seventy Seven Operating rating actions Moody's announced on Thursday, June 5. "The B2 rating on the new senior notes for Seventy Seven Energy reflects the notes structural subordination to the substantial amount of secured and unsecured debts at the operating subsidiary," commented Pete Speer, Moody's Senior Vice President. Ratings Rationale COO is presently a wholly owned subsidiary of Chesapeake and will change its name to SSE following the spin-off that is expected to be completed by the end of June. Proceeds from the $500 million senior notes offering will be used to fund a nearly $400 million dividend to Chesapeake with the remainder contributed to Seventy Seven Operating LLC (SSO), a wholly owned operating subsidiary of COO/SSE. COO's existing assets and debt obligations will be assumed by SSO. SSO plans to issue a $400 million term loan and use the cash contributed from SSE to repay outstanding borrowings under COO's existing $500 million revolver. That facility will be terminated and replaced by an ABL senior secured revolving credit facility with borrowing capacity of approximately $275 million. Following the planned transactions, SSO's outstanding debts will be the ABL revolver, term loan and $650 million senior notes due 2019 (2019 notes). SSE will be a holding company and its proposed $500 million senior notes will be unsecured with no guarantees from SSO or other subsidiaries unless the 2019 notes are retired. Therefore the new $500 million senior notes are structurally subordinated to all debts at SSO, resulting in those notes being rated B2, or two notches beneath COO/SSE's Ba3 Corporate Family Rating (CFR). The Ba3 CFR for COO/SSE reflects its sizable fleet of land drilling rigs, pressure pumping equipment and other oilfield services assets. The company also has broad geographic diversification in the onshore US and it has more service line diversification than most Ba3 and B1 rated oilfield services and land drilling peers. COO/SSE will have term contracts for drilling rigs and pressure pumping equipment that provide meaningful revenue visibility for 2014 and 2015. The rating is restrained by company's high leverage and complex capital structure. Pro forma for the planned financing transactions, adjusted debt/EBITDA is about 3.8x for LTM March 31, 2014. If COO/SSE is able to successfully execute its planned growth initiatives with third party customers and reduce its structural complexity and financial leverage then the ratings could be upgraded. Debt/EBITDA below 3x on a sustained basis could result in a ratings upgrade. If the company's leverage were to significantly increase because of weak operating performance or a debt funded acquisition then the ratings could be downgraded. Debt/EBITDA sustained above 4x could result in a ratings downgrade. Assignments: Issuer: Chesapeake Oilfield Operating (to be renamed Seventy Seven Energy Inc.) Senior Unsecured Regular Bond/Debenture, Assigned B2, 89-LGD5 The principal methodology used in this rating was the Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Chesapeake Oilfield Operating, L.L.C. is an oilfield service and land drilling company based in Oklahoma City, Oklahoma. The company will be renamed Seventy Seven Energy upon its planned spin-off from Chesapeake Energy Corporation. CHESAPEAKE OILFIELD: S&P Assigns 'B' Rating to $500MM Sr. Notes --------------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'B' issue-level rating and '6' recovery rating to Oklahoma City, Okla.-based oilfield services company Chesapeake Oilfield Operating LLC's (to be renamed Seventy Seven Energy Inc.) proposed $500 million senior unsecured notes. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. The proposed notes will be structurally subordinated to the company's existing $650 million unsecured notes due 2019 and the proposed $400 million term loan (both held at operating subsidiary Seventy Seven Operating LLC). The company will use the new debt proceeds to pay down amounts outstanding under Chesapeake Oilfield's credit facility and for general corporate purposes. "Our 'BB-' corporate credit rating and stable outlook on Chesapeake Oilfield Operating remain unchanged. We assess the business risk profile as "fair" and the financial risk profile as "aggressive." The stable outlook reflects our view that Chesapeake Energy will remain the primary customer of Chesapeake Oilfield until such time as Chesapeake Oilfield builds up its third-party customer base, and that Chesapeake Oilfield will maintain funds from operations (FFO) to debt in the 20% to 30% range," S&P ssaid. RATINGS LIST Chesapeake Oilfield Operating LLC Corporate credit rating BB-/Stable/-- New Rating Chesapeake Oilfield Operating LLC $500 million senior unsecured notes B Recovery rating 6 CHEYENNE HOTELS: Hearing Today to Confirm Chapter 11 Plan --------------------------------------------------------- The Bankruptcy Court approves Cheyenne Hotels, LLC's disclosure statement in support of its second plan of reorganization filed on April 11, 2014. Cheyenne may now solicit acceptances or rejections of the plan. Hearing for consideration of plan confirmation and any objections to the plan will be held June 11, 2014, at 3:30 in the afternoon, in Denver, Colorado. On November 25, 2011, Cheyenne filed its voluntary petition for relief under Chapter 11 of the Bankruptcy Code, commencing its bankruptcy case. The principal purposes of the filing were to maintain control of Cheyenne's hotel and to provide a forum for reorganizing its financial affairs. During the course of the Chapter 11 case, Cheyenne was able to negotiate terms for reorganization of its finances with Colorado East Bank & Trust, accommodating Cheyenne's desire to retain ownership of its hotel until a refinancing of the Colorado East Bank & Trust claim could be effected upon favorable terms. Accordingly, Cheyenne has drafted its proposed plan, incorporating the terms agreed upon by Colorado East Bank & Trust. Corrections to Chapter 11 Plan Cheyenne Hotels, meanwhile, asks the Bankruptcy Court to approve corrections to its second amended plan of reorganization and disclosure statement. Colorado East Bank & Trust, the Goforth creditors, HLT Existing Franchise Holding LLC, and the U.S. Trustee all consent to the corrections. In the course of preparing the plan and disclosure statement for service, Cheyenne discovered two errors in those documents: (a) Cheyenne had failed to delete some extraneous language on page 21 of the disclosure statement, as had been requested by Colorado East Bank & Trust; and (b) Cheyenne failed to recognize that an amendment that it has approved with the Goforth creditors regarding their claim had the unintended potential effect of causing substantial amount of payments to be applied as additional interest on that claim rather than being allocated between principal and interest. Before service of the plan and disclosure statement, Cheyenne made corrections to those documents. Cheyenne has also submitted a corrected second amended plan of reorganization. Thomas F. Quinn, Esq., at Denver, Colorado, explains that because Cheyenne served the plan and disclosure statement with corrections made, Cheyenne asks the Court to approve the service as satisfying the requirements. Chapter 11 of the United States Bankruptcy Code is designed to allow for the rehabilitation and reorganization of financially troubled entities or individuals. Chapter 11 allows a debtor to retain its assets during administration of its Chapter 11 case as a debtor-in-possession and following confirmation of a plan as a reorganized debtor or as provided in the plan. Once confirmation of a plan of reorganization is approved by the Court, the plan is the permanent restructuring of the debtor's financial obligations. The plan also provides a means through which the debtor will restructure or repay its obligations. Counsel for Cheyenne Hotels is: THOMAS F. QUINN, P.C. Thomas F. Quinn, Esq. 1600 Broadway, Suite 2350 Denver, CO 80202 Telephone: (303) 832-4355 Facsimile: (303) 672-8281 E-mail: tquinn@tfqlaw.com About Cheyenne Hotels Cheyenne Hotels LLC, which owns and operates the Hampton Inn & Suites in Colorado Springs, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011. Judge A. Bruce Campbell presides over the case, taking over from Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn PC, serves as the Debtor's counsel. Cheyenne Hotels estimated $10 million to $50 million in both assets and debts. The petition was signed by Tanveer Khan, manager. Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011, disclosing assets of $12,912,702 and liabilities of $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., also represents Hotel Investments. Hotel Investments won confirmation of its own Chapter 11 plan on Aug. 16, 2013. A copy of the Third Amended Plan of Reorganization dated Aug. 5, 2013, is available at no charge at: http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF No committee of creditors or equity security holders has been appointed in the Debtors' cases. As reported by the Troubled Company Reporter on Jan. 6, 2014, the U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC case. Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne Hotels has been afforded the protections of the Bankruptcy Code for over two years but has failed to confirm a Chapter 11 Plan. Meanwhile, the bankruptcy estate continues to accrue administrative expenses, including professional fees, which are diminishing the bankruptcy estate. CHEYENNE HOTELS: HLT Objects to Plan Confirmation ------------------------------------------------- HLT Existing Franchise Holding LLC asks the Bankruptcy Court to deny confirmation of Cheyenne Hotels LLC's plan of reorganization. Steven T. Mulligan, Esq., at Bieging Shapiro & Barber LLP, in Denver, Colorado, notes that in light of Cheyenne filing an amended plan and two amended disclosure statements after entry of the April 17th Bankruptcy Court order approving the disclosure statement, it is unclear which plan it seeks to confirm. Mr. Mulligan adds that while HLT believes it is not materially affected by the changes made in the second amended chapter 11 plan, Cheyenne should be required to confirm on the record, and HLT reserves the right to review and make further objections to, any provisions of any proposed plan which affect the treatment of HLT or are otherwise inconsistent with the provisions of the plan filed on April 11, 2014. According to Mr. Mulligan, Cheyenne's plan is unconfirmable as a matter of law, citing that: (a) Cheyenne may not assume or assign the HLT lease agreement without HLT's consent; (b) Cheyenne must cure all defaults and provide HLT with adequate assurance for future performance; (c) The plan is not feasible if the lease agreement is rejected; (d) Any transferee must be approved by HLT; and (e) Proceeds of a sale must be sufficient to pay all obligations to Cheyenne. HLT Existing Franchise is represented by: Duncan E. Barber, Esq. Steven T. Mulligan, Esq. BIEGING SHAPIRO & BARBER LLP 4582 South Ulster St. Parkway, Suite 1650 Denver, CO 80237 Telephone: 720-488-0220 Facsimile: 720-488-7711 E-mail: dbarber@bsblawyers.com smulligan@bsblawyers.com - and - Paul J. Cordaro, Esq. CAMPBELL & LEVINE, LLC 310 Grant Street 1700 Grant Building Pittsburgh, PA 15219 Telephone: 412-261-0310 Facsimile: 412-261-5066 Email: pjc@camlev.com About Cheyenne Hotels Cheyenne Hotels LLC, which owns and operates the Hampton Inn & Suites in Colorado Springs, Colorado, filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-37518) on Nov. 25, 2011. Judge A. Bruce Campbell presides over the case, taking over from Judge Michael E. Romero. Thomas F. Quinn, Esq., at Thomas F. Quinn PC, serves as the Debtor's counsel. Cheyenne Hotels estimated $10 million to $50 million in both assets and debts. The petition was signed by Tanveer Khan, manager. Affiliate Cheyenne Hotel Investments LLC filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 11-25379) on June 28, 2011, disclosing assets of $12,912,702 and liabilities of $8,074,325 as of the Petition Date. Thomas F. Quinn, Esq., also represents Hotel Investments. Hotel Investments won confirmation of its own Chapter 11 plan on Aug. 16, 2013. A copy of the Third Amended Plan of Reorganization dated Aug. 5, 2013, is available at no charge at: http://bankrupt.com/misc/CHEYENNEHOTEL_3rdAmdPlan.PDF No committee of creditors or equity security holders has been appointed in the Debtors' cases. As reported by the Troubled Company Reporter on Jan. 6, 2014, the U.S. Trustee for Region 19 is seeking dismissal of the Hotel LLC case. Daniel J. Morse, as Assistant U.S. Trustee, said Cheyenne Hotels has been afforded the protections of the Bankruptcy Code for over two years but has failed to confirm a Chapter 11 Plan. Meanwhile, the bankruptcy estate continues to accrue administrative expenses, including professional fees, which are diminishing the bankruptcy estate. CLAIRE'S STORES: North America President Quits ---------------------------------------------- Linda Filler, the president of Claire's North America for Claire's Stores, Inc., resigned from employment with the Company, effective June 2, 2014. In connection with her resignation, Ms. Filler will be entitled to the benefits provided for under her Employment Agreement with Claire's Boutiques, Inc., dated Feb. 8, 2013, in the case of a termination without cause. About Claire's Stores Claire's Stores, Inc. -- http://www.clairestores.com/-- operates as a specialty retailer of fashion accessories and jewelry for preteens and teenagers, as well as for young adults in North America and internationally. It offers jewelry products that comprise costume jewelry, earrings, and ear piercing services; and accessories, including fashion accessories, hair ornaments, handbags, and novelty items. Based in Pembroke Pines, Florida, Claire's Stores operates under two brands: Claire's(R), which operates worldwide and Icing(R), which operates only in North America. As of Jan. 31, 2009, Claire's Stores, Inc., operated 2,969 stores in North America and Europe. Claire's Stores also operates through its subsidiary, Claire's Nippon, Co., Ltd., 213 stores in Japan as a 50:50 joint venture with AEON, Co., Ltd. The Company also franchises 198 stores in the Middle East, Turkey, Russia, South Africa, Poland and Guatemala. Claire's Stores disclosed net income of $1.28 million on $1.55 billion of net sales for the fiscal year ended Feb. 2, 2013, as compared with net income of $11.63 million on $1.49 billion of net sales for the fiscal year ended Jan. 28, 2012. The Company's balance sheet at Nov. 2, 2013, showed $2.73 billion in total assets, $2.81 billion in total liabilities and a $89.32 million stockholders' deficit. Bankruptcy Warning The Company said the following statement in its annual report for the fiscal year ended Feb. 2, 2013. "If we are unable to generate sufficient cash flow and are otherwise unable to obtain funds necessary to meet required payments of principal, premium, if any, and interest on our indebtedness, or if we otherwise fail to comply with the various covenants, including financial and operating covenants in the instruments governing our indebtedness, we could be in default under the terms of the agreements governing such indebtedness. In the event of such default: * the holders of such indebtedness may be able to cause all of our available cash flow to be used to pay such indebtedness and, in any event, could elect to declare all the funds borrowed thereunder to be due and payable, together with accrued and unpaid interest; * the lenders under our Credit Facility could elect to terminate their commitments thereunder, cease making further loans and institute foreclosure proceedings against our assets; and * we could be forced into bankruptcy or liquidation," according to the Company's annual report for the fiscal year ended Feb. 2, 2013. * * * As reported by the TCR on Oct. 1, 2012, Moody's Investors Service upgraded Claire's Stores, Inc.'s Corporate Family and Probability of Default ratings to Caa1 from Caa2. The upgrade of Claire's Corporate Family Rating to Caa1 reflects its ability to address its substantial term loan maturity in 2014 by refinancing it with a $625 million add-on to its existing senior secured first lien notes due 2019. Claire's Stores, Inc., carries a 'B-' corporate credit rating from Standard & Poor's Ratings Services. COLDWATER CREEK: Sycamore Partners Acquires Intellectual Property ----------------------------------------------------------------- Sycamore Partners on June 9 disclosed that it has acquired the Coldwater Creek brand and other intellectual property. Sycamore intends to re-launch Coldwater Creek as an independent portfolio company. "Coldwater Creek is an outstanding brand with a 30-year heritage and strong support from its loyal base of longtime customers," said Peter Morrow, a Managing Director of Sycamore Partners. "We are excited about adding Coldwater Creek to our growing portfolio of leading retail brands and look forward to reintroducing the brand to the marketplace." The intellectual property was purchased through Sycamore affiliate CWC Direct LLC in conjunction with Coldwater Creek's ongoing Chapter 11 proceedings in the U.S. Bankruptcy Court in Wilmington, Delaware. Additional information about the re-launch of Coldwater Creek will be provided at a later date. About Coldwater Creek Coldwater Creek is a multi-channel retailer that offers its merchandise through retail stores across the country, its catalog and its e-commerce Web site, http://www.coldwatercreek.com/ Originally founded in Sandpoint, Idaho in 1984 as a direct, catalog-based marketer, Coldwater evolved into a multi-channel specialty retailer operating 334 premium retail stores, 31 factory outlet stores and seven day spa locations throughout the United States. As of the bankruptcy filing, the Debtors domestically employ a total of approximately 5,990 employees throughout their retail locations, corporate headquarters and distribution, design and call centers. Coldwater Creek Inc. and its debtor-affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10867) on April 11, 2014, to liquidate their assets. Coldwater Creek Inc. estimated $10 million to $50 million in assets and $100 million to $500 million in liabilities. Affiliate Coldwater Creek U.S. Inc. estimated $100 million to $500 million in assets and liabilities. The Debtors have drawn $37.5 million and have approximately $10 million in letters of credit outstanding under a senior secured credit facility (ABL facility) provided by lenders led by Wells Fargo Bank, National Association, as agent. The Debtors also owe $96 million, which includes accrued interest and approximately $23 million representing a prepayment premium payable, under a term loan from lenders led by CC Holding Agency Corporation, as agent. Aside from the funded debt, the Debtors have accumulated a significant amount of accrued and unpaid trade and other unsecured debt in the normal course of their business. The Debtors have tapped Young Conaway Stargatt & Taylor, LLP, and Shearman & Sterling LLP as attorneys, Perella Weinberg Partners LP as financial advisor, Alvarez & Marsal as restructuring advisor, and Prime Clerk LLC as claims and noticing agent. COLORADO EDUCATIONAL: Moody's Affirms Ba2 Rating; Outlook Neg. -------------------------------------------------------------- Moody's Investors Service affirms the Ba2 rating with negative outlook on the Colorado Educational and Cultural Facilities Authority, Colorado's Charter School Revenue Refunding and Improvement Bonds (University Lab School Project), Series 2004 outstanding in the amount of approximately $16.8 million. The revenue bonds are secured by annual appropriations made from charter school revenues (primarily composed of state per pupil allotment) that are paid directly to the trustee by the Colorado State Treasurer pursuant to the Charter Intercept Statute. Summary Rating Rationale The Ba2 rating affirmation reflects a slight improvement to coverage of debt service associated with the school's 2004 issuance calculated on a net basis; a long operating history and strong structural features including direct payment of per-pupil revenues to the trustee for debt service with the remaining revenues going to the school for operations. The negative outlook primarily reflects the school's recent issuance of non-parity revenue bonds (Series 2012, not-rated by Moody's) that are currently secured from per-pupil revenues generated solely from a recently constructed middle school. Moody's notes the refinancing risk associated with a large balloon payment in 2017 presents some uncertainty as to improvement of coverage for the 2004 bonds in the near-term. The school notes there are tentative plans to refinance the 2012 bonds and possibly consolidate all outstanding debt, compared to the separate securities that currently exist. Strengths -- Strong demand as reflected in the school's growing enrollment and substantial waitlist -- Direct payment of debt service to trustee -- Long, established history providing education to students Challenges -- Issuance of non-parity debt introduced refinancing risk and increased administrative burden -- Somewhat low levels of cash -- Low debt service coverage levels What Could Make The Rating Move Up (Remove the negative outlook) -- Trend of significant growth in enrollment at the existing facility -- Maintenance of healthy liquidity levels and strong coverage of debt service by net revenues What Could Make The Rating Move Down -- Trend of declining student enrollment or state-level per- pupil funding -- Significant deterioration in the school's available cash and coverage of debt service by net revenues The principal methodology used in this rating was Charter Schools published in November 2006. CONSULT CARE: Voluntary Chapter 11 Case Summary ----------------------------------------------- Debtor: Consult Care, Inc. 221 Hobbs St., #101 Tampa, FL 33619 Case No.: 14-06657 Nature of Business: Health Care Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Scott A. Stichter, Esq. STICHTER, RIEDEL, BLAIN & PROSSER, P.A. 110 E. Madison Street, Suite 200 Tampa, FL 33602-4700 Tel: 813-229-0144 Fax: 813-229-1811 Email: sstichter.ecf@srbp.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Joanna T. Mulder, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. CUBIC ENERGY: Six Directors Elected at Annual Meeting ----------------------------------------------------- Cubic Energy, Inc., held its annual meeting of shareholders on June 6, 2014, at which the shareholders: (1) elected Calvin A. Wallen, III, Gene C. Howard, Bob L. Clements, Jon S. Ross, David B. Brown and Paul R. Ferretti as directors to serve until the Company's next annual meeting and until their respective successors have been elected and qualified; (2) approved an amendment to the Company's Amended and Restated Certificate of Formation to increase the number of authorized shares of common stock from 200,000,000 to 400,000,000; and (3) approved, on an advisory basis, named executive officer compensation. Amends Form 10-K Report The Company filed an amendment No. 3 to its annual report on Form 10K/A to amend (i) Part I, Item 1 - Business - Productive Wells and Acreage and (ii) Note J - Oil and gas reserves information in the Notes to Financial Statements, a copy of which is available for free at http://is.gd/qGe1Yy Amends Current Report As reported by the Company in a Form 8-K on Sept. 27, 2013, the Company consummated these transactions: (i) the acquisition from Gastar Exploration Texas, LP, of proven reserves, oil & natural gas production and undeveloped leasehold interests in Leon and Robertson Counties, Texas; (ii) the acquisition from Navasota Resources, Ltd., LLP of proven reserves, oil & natural gas production and undeveloped leasehold interests in Leon and Robertson Counties, Texas; and (iii) the acquisition from Tauren Exploration, Inc., of well bores, proven reserves, oil and natural gas production and undeveloped leasehold interests in the Cotton Valley formation in DeSoto and Caddo Parishes, Louisiana. The Company amended the Report to, among other things, file financial statements of the businesses acquired. A copy of the statement of revenues and direct operating expenses of the acquired properties is available for free at http://is.gd/8VfcXg Amends Form S-1 Registration Statement Cubit Energy amended its prospectus relating to the resale by Anchorage Illiquid Opportunities Offshore Master III, L.P., AIO III AIV 3, LLC, Corbin Opportunity Fund, L.P., et al., of 98,751,823 shares of the Company's common stock issuable upon the exercise of warrants to purchase shares of the Company's common stock. The Company will not receive any of the proceeds from the resale of shares offered by the selling shareholders under this prospectus. The Company's common stock is traded on the OTCQB Tier of the U.S. OTC Markets under the symbol "CBNR." On June 4, 2014, the last reported sale price of the Company's common stock was $0.18 per share. A full-text copy of the Form S-1/A is available for free at http://is.gd/GPkw0b About Cubic Energy Cubic Energy, Inc., headquartered in Dallas, Texas, is an independent upstream energy company engaged in the development and production of, and exploration for, crude oil and natural gas. Its oil and gas assets and activities are concentrated in Louisiana. Cubic Energy incurred a net loss of $5.93 million for the year ended June 30, 2013, a net loss of $12.49 million for the year ended June 30, 2012, and a net loss of $10.28 million for the year ended June 30, 2011. As of March 31, 2014, the Company had $134.14 million in total assets, $141.96 million in total liabilities, $988 in redeemable common stock and a $7.81 million total stockholders' deficit. DARA PETROLEUM: Case Summary & 3 Largest Unsecured Creditors ------------------------------------------------------------ Debtor: Dara Petroleum, Inc. DBA Watt Avenue Exxon; DBA Watt Avenue American 55 Oak Court, Suite 100 Danville, CA 94526 Case No.: 14-42507 Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court Northern District of California (Oakland) Judge: Hon. Elaine Hammond Debtor's Counsel: Noel Knight, Esq. LAW OFFICES OF NOEL KNIGHT 2616 Harrison St. #1 Oakland, CA 94612 Tel: (510)435-9210 Email: noelknight@yahoo.com lawknight@hotmail.com Total Assets: $0 Total Liabilities: $1.47 million The petition was signed by Sarbjit Kang, president. A list of the Debtor's three largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-42507.pdf DEE ALLEN: Court Okays Settlement with Investors in Ponzi Scheme ---------------------------------------------------------------- The Bankruptcy Court for the District of Utah has approved the Chapter 11 Trustee Gil A. Miller's Settlement Agreement with investors Sharman and Linda Pitcher in the Dee Allen Randall, et al Chapter 11 case. The settlement centers around the estate's fraudulent transfer claims against investors related to investments with one or more of the Debtors as well as the investors' receipt of excess profits resulting from those investments. The claims will be resolved by the investors' making a $3,000 lump sum payment to the estate. The Trustee contends that the Debtors were engaged in a Ponzi scheme. Prior to the filing of the Chapter 11 petition, the investors paid the Debtors pursuant to promissory notes, and consequently received money in excess of the principle investments. The investors received excess profits of $111,515.95. According to the Trustee, the investors do not appear solvent and have hired counsel to file a Chapter 7 petition if the claims cannot be resolved by this settlement. The Trustee argues that the proposed settlement satisfies the factors enumerated in In re Kopexa, 213 B.R. 1020, 1022 (10th Cir. B.A.P. 1997), which are: (1) the estate's probability of success in litigation; (2) difficulties that may be encountered with collection; (3) complexities and expenses of litigation; and (4) the interests of the creditors. There were no objections to the Trustee's motion, and the Court found the settlement to be in best interest of the estate and creditors. About Dee Allen Randall Dee Allen Randall in Kaysville, Utah, filed for Chapter 11 bankruptcy (Bankr. D. Utah Case No. 10-37546) on Dec. 20, 2010, to forestall creditors while he reorganized his finances. His companies include Horizon Mortgage & Investment, Horizon Financial & Insurance Group and Horizon Auto Funding. Judge Joel T. Marker presides over the bankruptcy case. In his petition, Mr. Randall estimated $10 million to $50 million in assets and $1 million to $10 million in debts. Mr. Randall claims he was conducting a "legal Ponzi scheme," but authorities are investigating him for possible violations of the law in an operation that took in $65 million from 700 or so investors. Gil A. Miller was appointed as Chapter 11 trustee for Mr. Randall's bankruptcy estate. On Oct. 12, 2011, Mr. Miller placed Mr. Randall's corporate entities -- Horizon Auto Funding, LLC, Independent Commercial Lending LLC, Horizon Financial Center I LLC, Horizon Mortgage and Investment Inc. and Horizon Financial & Insurance Group Inc. -- in bankruptcy by filing separate Chapter 11 petitions (Bankr. D. Utah Case Nos. 11-34826, 11-34830, 11-34831, 11-34833 and 11-34834). Judge Joel T. Marker presides over the 2010 and 2011 cases. Michael R. Johnson, Esq., Brent D. Wride, Esq., and David H. Leigh, Esq., at Ray Quinney & Nebeker P.C., serve as counsel to the Chapter 11 Trustee. The cases are substantively consolidated under Case No. 10-37546. Reid Collins & Tsai LLP represents the Chapter 11 Trustee as special litigation counsel. Fabian & Clendenin represents the Chapter 11 Trustee as special counsel. * * * In 2013, Gil A. Miller, Chapter 11 trustee of the substantively consolidated Chapter 11 estates of Dee Allen Randall, and other affiliated debtors, has won confirmation of the Chapter 11 plan for the Debtors despite opposition by Union Central Life Insurance Company. Judge Joel T. Marker confirmed the Chapter 11 Trustee's Liquidating Plan of Reorganization dated Sept. 9, 2013, after finding that all of the applicable requirements for confirmation set forth in 11 U.S.C. Sec. 1129 and all other legal requirements have been satisfied concerning the Plan. DELTEK INC: Moody's Raises Corporate Family Rating to 'B2' ---------------------------------------------------------- Moody's Investors Service upgraded Deltek, Inc.'s corporate family rating to B2 from B3. Moody's also upgraded its probability of default rating to B2-PD from B3-PD and upgraded its second lien debt to Caa1 from Caa2. The first lien debt, which is being upsized by approximately $55 million to finance the Axium Holdco, Inc. acquisition, was affirmed at B1. The ratings outlook is stable. Ratings Rationale The corporate family rating upgrade to B2 reflects the demonstrated improvement in revenues, EBITDA and free cash flow since the going private transaction in late 2012. Though government budgetary curtailments had an impact during this period, the impact was temporary and Deltek's non-government business has continued to thrive. While leverage remains very high (approximately 7x pro forma for Axium acquisition), pro forma free cash flow to debt is approximately 6% and in-line with other B2 rated software companies. The ratings also consider the entrenched position of Deltek's software products in the government market and leading position in numerous professional services industries including architecture and engineering firms, accounting firms, ad agencies and consulting firms. Moody's expect the company will continue to be acquisitive and future large debt financed acquisitions could negatively impact ratings. Additional debt financed shareholder distributions or deterioration in performance could also lead to a ratings downgrade (Deltek paid a sizeable distribution to private equity owner Thoma Bravo in 2013 and other shareholders). Though unlikely in the near term, the ratings could be upgraded if leverage is expected to remain below 5x. Liquidity is reduced as a result of the Axium acquisition but still good based on an estimated $38 million in cash, $10 million of availability under a $30 million revolver and expectation of continued healthy free cash flow. Upgrades: Issuer: Deltek, Inc. Corporate Family Rating, Upgraded to B2 from B3 Probability of Default Rating, Upgraded to B2-PD from B3-PD Second Lien Senior Secured Bank Credit Facility Oct 10, 2019, Upgraded to Caa1 from Caa2 Affirmations: Issuer: Deltek, Inc. First Lien Senior Secured Bank Credit Facility Feb 8, 2018, Affirmed B1, First Lien Senior Secured Bank Credit Facility Feb 8, 2017, Affirmed B1 First Lien Senior Secured Bank Credit Facility Oct 10, 2018, Affirmed B1 Outlook Actions: Issuer: Deltek, Inc. Outlook, Remains Stable The principal methodology used in this rating/analysis was the Global Software Industry published in October 2012. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Herndon, Virginia, Deltek is a producer of project focused enterprise software for government contracting and professional service end-markets. Deltek had approximately $381 million in GAAP revenue for the last twelve months ended March 31, 2014. DETROIT, MI: 27-Day Trial on Debt Plan to Begin Aug. 14 ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit's 27-day trial for approval of the city's debt-adjustment plan will begin Aug. 14 and conclude by Sept. 23, under a revised scheduled approved by U.S. Bankruptcy Judge Steven Rhodes. The deadline for creditors to vote is July 11, while the vote tally will be published July 21, the report said. Examinations of witnesses under oath end Aug. 4, with pretrial briefs filed Aug. 8, the report related. There will be pretrial conferences on June 26, July 14 and Aug. 12, the report further related. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: 27-Day Trial on Debt Plan to Begin Aug. 14 ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Detroit's 27-day trial for approval of the city's debt-adjustment plan will begin Aug. 14 and conclude by Sept. 23, under a revised scheduled approved by U.S. Bankruptcy Judge Steven Rhodes. The deadline for creditors to vote is July 11, while the vote tally will be published July 21, the report said. Examinations of witnesses under oath end Aug. 4, with pretrial briefs filed Aug. 8, the report related. There will be pretrial conferences on June 26, July 14 and Aug. 12, the report further related. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DIGERATI TECHNOLOGIES: Wants Plan Denial Opinion Amended -------------------------------------------------------- Debtor Digerati Technologies, Inc., filed with the U.S. Bankruptcy Court for the Southern District of Texas a motion to amend factual findings in the memorandum opinion regarding denial of its Second Amended and Restated Plan of Reorganization. The Debtor says that since the Memorandum Opinion sets forth specific factual findings which conflict with evidence introduced for the confirmation of the Plan and relates to disputes reserved for arbitration under the bankruptcy settlement agreement, the Debtor requests that the factual findings be amended. A copy of the motion is available for free at http://is.gd/s8yhCn Deirdre Carey Brown, Esq., at Deirdre Carey Brown, counsel for the Debtor, avers that contrary to the ballot tabulation for the Plan, the Memorandum Opinion reasserts factual findings that Recap is a shareholder and "legitimate holder" of Digerati stock. Further, the Debtor asserts that the nature of the alleged ownership of Digerati common stock by Recap Marketing & Consulting, LLC, and Rainwater Ventures II, Ltd., is to be decided by the arbitrator under the bankruptcy settlement agreement in the event of a dispute. The Debtor requests that the Court amend the factual findings that allege Recap and Rainwater own common stock in the Debtor. According to the Debtor, there was no evidence that Recap owns common stock in the Debtor. Recap, says the Debtor, is an entity that allegedly had an equity interest in Digerati shares issued to other parties. At the time of the confirmation hearing on the Plan, a dispute regarding Recap's interest in Digerati stock was the subject of a state court lawsuit. Recap was continuing to defend its alleged interest in the Recap case while the bankruptcy went forward. The Debtor acknowledges that shares were issued to Donald W. Sapaugh and Hunter Carr related to contracts with the Debtor where Messrs. Sapaugh and Carr were co-consultants with Recap. The shares issued to Messrs. Sapaugh and Carr are reflected on the Debtor's equity list. Mr. Carr waived any equity interest in the Debtor. The Debtor claims that a confidential settlement was apparently agreed to by Mr. Sapaugh, Mr. Carr and Recap in the Recap case, but the Debtor was not provided a copy of the settlement agreement. Any dispute over what equity interests Recap has in Digerati are reserved to arbitration under the bankruptcy settlement agreement. A dispute is currently pending before the arbitrator and was pending at the time the Memorandum Opinion was entered. The Memorandum Opinion refers to Rainwater, but the party involved in this case is Rainmaker Ventures II, Ltd., not Rainwater, the Debtor says. Rainmaker is an entity controlled by Mr. Carr. At the time of the plan confirmation, Rainmaker was involved in litigation with Mr. Sapaugh. "From the record of the case, it appears that the parties are still involved in a dispute but that dispute is now before an arbitrator. The motion related to the arbitration are filed under seal in the Rainmaker case," the Debtor states. The Debtor acknowledges that its equity list shows that Rainmaker and WEM Equity Capital Investments, LTD, are listed as record shareholders of old Digerati stock which the Debtor contends needed to be submitted to the transfer agent to deal with the reverse split applicable to all common stock. No evidence was presented that either WEM or Rainmaker were present holders of shares. The Debtor requests that the Court amend the reference to the "Two Shareholders" in the Memorandum Opinion to reflect that WEM and Rainmaker are listed on the Debtor's equity list as record owners of old Digerati shares. The Debtor further requests the Memorandum Opinion be amended to strike this finding: "The Two Shareholders are, without dispute, legitimate holders of the Debtor's stock, and . . ." The Memorandum Opinion also reflects that Arthur Smith and Antonio Estrada are shareholders of the Debtor. Messrs. Smith and Estrada have beneficial ownership of common stock shares held in a brokerage account, but they are not the record shareholders of common stock. The Memorandum Opinion states that Messrs. Smith and Estrada are "holders of stock" in the Debtor. The Debtor says that Messrs. Smith and Estrada do not physically have any common stock certificates and any preferred stock interests were released pursuant to the bankruptcy settlement agreement. The Debtor requests that the Memorandum Opinion incorporate this clarification. Hearing to Approve Winning Bidder Cancelled On May 16, 2014, the Hon. Jeff Bohm of the U.S. Bankruptcy Court for the Southern District of Texas cancelled the May 28, 2014 hearing to consider the approval of the notice of William R. Greendyke, in his capacity as trustee of the Hurley Enterprises, Inc./Dishon Disposal, Inc. Grantor Trust Agreement, on the selection of successful bidder. Upon the Trustee's rescheduling of the auction date regarding the Debtor's equity interest in Dishon and providing notice thereof as required in the bid procedures order, the Trustee will communicate with the Court and all relevant parties and file with the Court the necessary documents to reschedule the cancelled hearing. As reported by the Troubled Company Reporter on May 1, 2014, the Court approved amended bidding procedures for the auction and sale of Hurley and Dishon. The Debtor's Plan provides for the sale of the Debtor's 100% stock ownership interests in the two oilfield services subsidiaries to eliminate approximately $63 million in debt and emerge from Chapter 11 Bankruptcy as a "leaner" reorganized company that will continue its cloud communication business. Parties desiring to participate in the auction relating to Dishon was given: (i)until May 15, 2014, to submit stalking horse bids, and (ii) until May 16, 2014, to submit qualified bids. The auction sale of the stock of Dishon was scheduled for May 22, 2014. The Court entered on April 25, 2014, orders scheduling for: (i) May 28, 2014, the hearing to consider approval of the Trustee's notice of selection of successful bidder at the auction of the Debtor's interests in Dishon, which was scheduled for May 22, 2014; and (ii) July 1, 2014, the hearing to consider the approval of the Trustee's notice of selection of successful bidder at the auction of the Debtor's interests in Hurley, scheduled for June 24, 2014. On May 14, 2014, the Trustee filed a notice stating that the deadline for submitting stalking horse bids relating to Digerati's auction of equity interests in Dishon was postponed by two weeks to May 29, 2014. The rescheduled deadline to submit stalking horse bids was May 29, 2014. The postponement, according to the Trustee, would allow him additional time to address certain questions asked and requests made by prospective stalking horse bidders and qualified bidders. The Hurley Trustee is represented by: FULBRIGHT & JAWORSKI LLP John D. Cornwell, Esq. Mark A. Worden, Esq. 1301 McKinney, Suite 5100 Houston, Texas 77010-3095 Tel: (713) 651-5151 Fax: (713) 651-5246 E-mail: john.cornwell@nortonrosefulbright.com mark.worden@nortonrosefulbright.com About Digerati Technologies, Inc. Digerati Technologies, Inc., filed a Chapter 11 petition (Bankr. S.D. Tex. Case No. 13-33264) in Houston, on May 30, 2013. Digerati -- http://www.digerati-inc.com-- is a diversified holding company which owns operating subsidiaries in the oil field services and the cloud communications industry. Digerati and its subsidiaries maintain Texas Offices in San Antonio and Houston. The Debtor has no independent operations apart from its subsidiaries. The Debtor's subsidiaries include Shift 8 Networks, a cloud communication service, Hurley Enterprises, Inc., and Dishon Disposal, Inc., both oil field services companies. The Debtor disclosed $60 million in assets and $62.5 million in liabilities as of May 29, 2013. Bankruptcy Judge Jeff Bohm oversees the case. Deirdre Carey Brown, Esq., Annie E. Catmull, Esq., Melissa Anne Haselden, Esq., Mazelle Sara Krasoff, Esq., and Edward L Rothberg, at Hoover Slovacek, LLP, in Houston, represent the Debtor as counsel. The Debtor tapped Gilbert A. Herrera and Herrera Partners as the investment banker. Earlier in the case, Rhode Holdings, LLC, sought the transfer of venue of Digerati's Chapter 11 case to the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division. The case, however, remained in Houston Bankruptcy Court. DOLAN CO: Bankruptcy Court Confirms Prepackaged Chapter 11 Plan --------------------------------------------------------------- The Dolan Company and its subsidiaries on June 9 disclosed that the United States Bankruptcy Court for the District of Delaware has confirmed their prepackaged chapter 11 plan of reorganization. Confirmation of the plan of reorganization is a critical step toward the Company's emergence from bankruptcy, which the Company anticipates will occur later this week. Under the plan of reorganization, the Company's secured lenders will become the owner of The Dolan Company and The Dolan Company's e-discovery business, DiscoverReady LLC, each of which will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will be the majority owner. Bayside Capital is an affiliate of H.I.G. Capital, a leading global private investment firm with more than $15 billion of equity capital under management. Upon emergence from bankruptcy, the Company's preferred and common stock will be cancelled. The confirmed plan of reorganization will allow the filing subsidiaries of the Company to deleverage their capital structure by reducing their projected secured debt obligations by over $100 million to approximately $50 million. In transactions related to the plan, the Company's secured lenders will refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. Importantly, the Company will continue to provide its usual, high-quality services and products to its customers and to pay trade creditors in the ordinary course of business. Emergence from bankruptcy will represent the culmination of a comprehensive balance-sheet restructuring with the Company's secured lenders that, among other things, significantly improves the Company's capital structure and establishes DiscoverReady as a separate and independently managed operating company. "Confirmation of the plan is a key step in unlocking the Company's businesses from the weight of debt associated with the Company's former mortgage foreclosure processing businesses," said Kevin Nystrom, the Company's chief restructuring officer. "Emergence from bankruptcy, which we expect to occur later this week, will be the capstone of the Company's efforts to secure a bright future for the Company and its customers, employees, and vendors," he said. In connection with confirmation of the plan of reorganization, the Court approved a settlement between the Company and the Official Committee of Equity Security Holders appointed in the Company's chapter 11 cases. Pursuant to the settlement, the Company will transfer approximately $3.2 million comprised of cash and a note receivable to a trust established for the benefit of holders of the Company's preferred and common stock. Approximately 20 percent of the proceeds of the trust will subsequently be distributed pro rata to holders of the Company's preferred stock; the balance will be distributed pro rata to holders of the Company's common stock. About The Dolan Company Minneapolis, Minn.-based The Dolan Company (OTC:DOLN) and its subsidiaries provide professional services and business information to the legal, financial and real estate sectors. The Dolan Company and several affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Del. Case Nos. 14-10614 to 14-10637) on March 23, 2014. The Company has said it expects to emerge from bankruptcy within two months. Judge Brendan L. Shannon oversees the cases. Marc Kieselstein, P.C., Jeffrey D. Pawlitz, Esq., and Joseph M. Graham, Esq., at Kirkland & Ellis LLP, serve as the Debtors' counsel. Timothy P. Cairns, Esq., Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, serve as local counsel. Kevin Nystrom serves as the Company's chief restructuring officer. Faegre Baker Daniels LLP serves as the Debtors' special counsel; Peter J. Solomon Company serves as financial advisors; and Kurtzman Carson Consultants, LLC, serves s noticing and balloting agent. Deloitte Tax LLP serves as tax advisors. Zolfo Cooper LLC also serves as advisors. Dolan listed $236.2 million in total assets and $185.9 million in total debts at Sept. 30, 2013. The petitions were signed by Vicki J. Duncomb, authorized signatory. Global investment management firm T. Rowe Price Associates, Inc., owns nearly 10% of the company's stock, while James Dolan owns 6.8%. Dolan's e-discovery business, DiscoverReady LLC, did not file a chapter 11 petition and its operations will not be affected by the chapter 11 process. On March 18, 2014, Dolan and its lenders and certain of its swap counterparties executed a restructuring support agreement that sets forth the material terms of the chapter 11 restructuring and secures the support of the secured creditors for that process. In accordance with the RSA, the Company commenced solicitation for votes on the chapter 11 plan from secured creditors, the only parties entitled to vote under the plan of reorganization. The chapter 11 plan contemplates that the secured lenders will become the owner of DiscoverReady and The Dolan Company upon the completion of the restructuring process and each business will be operated as separate and distinct entities. Investment funds managed by Bayside Capital, Inc. will become the majority owner of DiscoverReady and The Dolan Company. Bayside Capital is an affiliate of H.I.G. Capital, a global private investment firm with more than $15 billion of equity capital under management. The chapter 11 plan process will allow the filing subsidiaries of the Company to deleverage its capital structure by reducing its projected secured debt obligations from approximately $170 million to approximately $50 million. The RSA also secures support from the lenders to refinance DiscoverReady's capital structure with a $10 million unfunded secured revolving facility. The existing preferred and common shares will be cancelled and will not receive a recovery in the chapter 11 plan. After emergence from bankruptcy, both The Dolan Company and DiscoverReady LLC will be privately held companies. The lenders are to provide a $10 million DIP loan to fund the cash needs of the Company and DiscoverReady through the reorganization process. Bayside Capital is represented in the case by Akin Gump Strauss Hauer & Feld LLP's Michael S. Stamer, Esq., and Sarah Link Schultz, Esq. An Official Committee of Equity Security Holders is represented by Neil B. Glassman, Esq., GianClaudio Finizio, Esq., and Justin R. Alberto, Esq., at Bayard, P.A., in Wilmington, Delaware; Robert J. Stark, Esq., at Brown Rudnick LLP, in New York; and Steven B. Levine, Esq., at Brown Rudnick LLP, in Boston, Massachusetts. The Debtors have filed a request to disband the Equity Committee, given the "hopeless insolvency" of their estates. E H MITCHELL: Fights Reginald J. Laurent's Motion to Dismiss Case ----------------------------------------------------------------- E. H. Mitchell & Company LLC and Ezkovich & Co., LLC, a member of the committee of unsecured creditors of the Debtor filed with the U.S. Bankruptcy Court for the Eastern District of Louisiana objections to creditor Reginald J. Laurent's motion to dismiss the Debtor's Chapter 11 case. As reported by the Troubled Company Reporter on June 4, 2014, Mr. Laurent claims that the Chapter 11 petition was filed in bad faith and requests that the Court dismiss the bankruptcy case. Mr. Laurent claims that, among other things: (i) the Debtor has only one asset; (ii) there are few unsecured creditors, and their claims are small in comparison to those of secured creditor; and (iii) the Debtor has no employees. Mr. Laurent contended that the Debtor's bankruptcy filing was merely a litigation strategy, and that the case is a two-party dispute that should be resolved outside of bankruptcy. The Debtor claims in a court filing dated June 9, 2014, that Mr. Laurent does not want to have his attorney's fees determined by any judge other than ad hoc Judge Jerome Winsberg. He has previously filed motions seeking to remand, abstain and lift the stay in order for the Court to push the matters back to state court. According to the Debtor, the motion presently before the Court is an attempt to have his fees determined in the state court forum and before his preferred judge. The Debtor says that Mr. Laurent brings the motion after a series of attempts to have the federal bankruptcy proceedings remanded to the state court for determination of a two party dispute while ignoring all the other parties included by statute in the bankruptcy proceedings. In a June 9, 2014 court filing, Ezkovich states that at the time of filing the Petition, the Debtor lacked the cash resources to pay: (i) Ezkovich's $109,000 claim; (ii) Rickert and Company, LLC's more than $116,000 claim; (iii) CMC's more than $40,000 claim; (iv) Mr. Laurent's almost $250,000 claim, to the extent Mr. Laurent has a valid claim for money, which is contested by the Debtor; and (v) single secured creditor First National Bank of Picayune, which has a mortgage encompassing approximately 152 acres of the approximately 871 acres owned by the Debtor (contrary to Mr. Laurent's assertion that First National Bank of Picayune's mortgage encumbers the entirety of the Debtor's property). Ezkovich considered the involuntary bankruptcy of the Debtor due to the Debtor's dire financial situation and the extended delays that were expected due to the invalid assertion of a nebulous "lien" by Mr. Laurent that prevented, on the eve of closing, the execution of a secured loan by the Debtor that would have satisfied all of the claims of the unsecured creditors. Ezkovich says that the sooner Mr. Laurent's dispute is adjudicated, the sooner the other parties can have their claims paid. "There is a single impediment to reorganizing this estate, and that is the undocumented claim by Laurent for an additional $243,000 in hourly-rate legal fees and/or a contingency interest in an uncollectible judgment. When Laurent claims that the Debtor has not begun paying secured creditors (that is, Laurent) within 90 days of filing the petition, he omits reference to the fact that he is engaged in contentious litigation over whether he has any claim at all, much less a secured claim. It would be entirely inappropriate for the Debtor to pay an invalid debt with an invalid security interest. The court system will determine whether Laurent has a valid claim and whether it is a secured claim," Ezkovich states. Ezkovich can be reached at: Ezkovich & Co., LLC Alan D. Ezkovich, Esq. Aaron J. Weidenhaft, Esq. 650 Poydras Street, Suite 1220 New Orleans, Louisiana 70130 Tel: (504) 593-9899 Fax: (504) 593-9048 E-mail: Alan.Ezkovich@EzkovichLaw.com Aaron.Weidenhaft@EzkovichLaw.com About E. H. Mitchell & Company LLC E. H. Mitchell & Company LLC sought protection under Chapter 11 of the Bankruptcy Code on Oct. 8, 2013, (Case No. 13-12786, Bankr. E.D. La.). The case is assigned to Judge Jerry A. Brown. The Debtor is represented by Robert L. Marrero, Esq., at Robert Marrero, LLC, in New Orleans, Louisiana. The Debtor disclosed $300,027,297 in assets and $1,281,148 in liabilities. The petition was signed by Michael Furr, secretary/member. Henry G. Hobbs, Jr., Acting United States Trustee for Region 5, has appointed three members to the official committee of unsecured creditors. EDENOR SA: Ordered to Increase Employees' Salaries by 10-15% ------------------------------------------------------------ Edenor S.A. has been notified of S.T. Resolution No. 836/2014 passed by the Ministry of Labor, Employment and Social Security. As per the Resolution, the Labor Secretariat ruled that the Company, together with other energy distribution and generation companies, as from May 1, 2014, must apply to its payroll employees represented by the Light and Power Workers' Union (Sindicato de Luz y Fuerza) in the City of Buenos Aires, an increase equal to fifteen percent (15 percent) on salaries current as of April 2014, and as from July 1, 2014, an increase equal to ten percent (10 percent) on salaries current as of May 2014; both increases further apply to the Company's contractor companies whose employees are covered by said union's collective bargaining agreements. Salaries resulting from the application of said increases will be effective from May 1, 2014, until April 30, 2015. In addition, as from May 1, 2014, the Company must increase the seniority-based percentage, and must also increase the additional payment to employees working on a calendar week basis. The Company is analyzing, with its legal and financial advisors, the economic-financial impact of the Resolution and best course of action to deal with it. 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. 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. EDURO NETWORKS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Eduro Networks, Inc. 234 Arcadia Road Goshen, NY 10924 Case No.: 14-36193 Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court Southern District of New York (Poughkeepsie) Judge: Hon. Cecelia G. Morris Debtor's Counsel: Thomas Genova, Esq. Andrea B. Malin, Esq. GENOVA & MALIN, ATTORNEYS Hampton Business Center 1136 Route 9 Wappingers Falls, NY 12590-4332 Tel: (845) 298-1600 Fax: (845) 298-1265 Email: genmallaw@optonline.net Total Assets: $1.57 million Total Liabilities: $311,056 The petition was signed by Joseph Betro, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-36193.pdf EMANUEL COHEN: Wants Joint Administration with 2 Companies ---------------------------------------------------------- Emanuel L Cohen and two companies, D.I.T. Inc., and Salon's Best, Inc., filed Chapter 11 bankruptcy petitions at West Palm Beach, Florida, on June 6, 2014. The Debtors say they should be jointly administered because they are all affiliated with each other. Mr. Cohen is the president and the principal of DIT and Salon's Best. The Debtors are seeking joint administration of their Chapter 11 cases under the first-filed case, which is Cohen's (Bankr. S.D. Fla. Lead Case No. 14-23125). DIT, a broker, disclosed $12 million in assets and debt. Salon's Best, which is in the business of Internet sales, also disclosed $12 million in assets and debt. Cohen' case is presided over by Judge Erik P. Kimball in the West Palm Beach Division, in Florida. The Debtors accordingly have sought an intra-district transfer for DIT from the Fort Lauderdale Division to the West Palm Beach Division, specifically to Judge Kimball. Kenneth S. Rappaport, Esq., at Rappaport Osborne & Rappaport, PL, in Boca Raton, Florida, serves as counsel to the Debtors. EMANUEL COHEN: Proposes Rappaport Osborne as Counsel ---------------------------------------------------- Emanuel L Cohen and his two companies seek approval from the bankruptcy court to employ Kenneth S. Rappaport, Esq., and the law firm of Rappaport Osborne & Rappaport, PL, as bankruptcy counsel. The firm has agreed to: (a) give advice to the Debtors with respect to their powers and duties as a Debtor-in-possession and the continued management of their business operations; (b) advise the Debtors with respect to their responsibilities in complying with the U.S. Trustee's Operating Guidelines and Reporting Requirements and with the rules of the court; (c) prepare motions, pleadings, orders, applications, adversary proceedings, and other legal documents necessary in the administration of the case; (d) protect the interest of the Debtor in all matters pending before the court; (e) represent the Debtor in negotiation with their creditors in the preparation of a plan. To the best of the Debtors' knowledge, neither the attorney nor the law firm has any connection with the creditors or other parties in interest or their respective attorneys. Mr. Rappaport attests that neither he nor the firm represents any interest adverse to the Debtors or the estate, and they are disinterested persons as required by 11 U.S.C. Sec. 327(a). The fees to be paid to the firm were not disclosed in court filings. About Emanuel L. Cohen Emanuel L Cohen and two companies, D.I.T. Inc., and Salon's Best, Inc., filed Chapter 11 bankruptcy petitions at West Palm Beach, Florida, on June 6, 2014. Mr. Cohen is the president and the principal of DIT and Salon's Best. The Debtors have sought joint administration of their Chapter 11 cases under the first-filed case, which is Cohen's (Bankr. S.D. Fla. Lead Case No. 14-23125). DIT, a broker, disclosed $12 million in assets and debt. Salon's Best, which is in the business of Internet sales, also disclosed $12 million in assets and debt. Cohen' case is presided over by Judge Erik P. Kimball in the West Palm Beach Division, in Florida. The Debtors accordingly have sought an intra-district transfer for DIT from the Fort Lauderdale Division to the West Palm Beach Division, specifically to Judge Kimball. EMPIRE RESORTS: Inks Settlement Agreement with Bryanston Group -------------------------------------------------------------- Empire Resorts, Inc., Kien Huat Realty III Ltd., Colin Au Fook Yew and Joseph D'Amato entered into a settlement agreement and release with Stanley Stephen Tollman and Bryanston Group, Inc., effective as of June 30, 2013. Pursuant to the Settlement Agreement, the Company Parties and the Bryanston Parties agreed to the settlement of certain claims relating to shares of Series E Preferred Stock of the Company held by the Bryanston Parties and that certain Recapitalization Agreement, dated Dec. 10, 2002, by and between, among others, the Bryanston Parties and a predecessor to the Company, pursuant to which the Bryanston Parties acquired the Preferred Stock. In consideration for the mutual release of all claims, the Company agreed to redeem the Preferred Stock from the Bryanston Parties, and the Bryanston Parties agreed to sell the Preferred Stock to the Company, in accordance with an agreed-upon schedule and purchase price and based upon the closing by the Company of third party financing in an aggregate amount sufficient to enable the Company to complete the construction of its planned gaming facility in Sullivan County, New York. Effective May 29, 2014, the Settlement Parties entered into a side letter amendment to the Settlement Agreement, pursuant to which the Redemption Schedule was revised. As per the Letter Agreement, the Company may, in its sole discretion redeem the Preferred Stock prior to the occurrence of the Concord Event at a purchase price consistent with the Redemption Schedule notwithstanding whether a Concord Event has occurred. Moreover, the Company will be required to redeem the Preferred Stock upon being awarded a gaming facility license by the New York State Gaming Commission and paying the required license fee at a purchase price consistent with the Redemption Schedule notwithstanding whether a Concord Event has occurred. Unless and until an Early Redemption or Mandatory Redemption occurs, the existing terms and conditions of the Settlement Agreement remain unaffected and the obligations unmodified. Moreover, the Company entered into Amendment No. 1 to the Employment Agreements of each of Joseph A. D'Amato, the chief executive officer, Laurette J. Pitts, the senior vice president, chief operating officer and chief financial officer and Nanette L. Horner, the senior vice president, chief counsel and chief compliance officer of the Company. The Employment Agreements of each of Pitts and Horner were amended to: (i) extend the termination date of the Employment Agreements, (ii) update the base salary and (iii) implement changes in title, as applicable. Laurette J. Pitts's base salary increased from $230,000 to $240,000 and Nanette L. Horner's base salary increased from $215,000 to $225,000. In addition, the Employment Agreement of each executive was amended to supplement the definition of "Change in Control" such that the following will also constitute a Change in Control: "The individuals who, as of the date hereof, constitute the members of the Board (the 'Current Board Members') cease, by reason of a financing, merger, combination, acquisition, takeover or other non-ordinary course transaction affecting the Company, to constitute at least a majority of the members of the Board unless such change is approved by the Current Board Members." 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. 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. ENERGY FUTURE: Court Approves First Lien Notes Settlement, DIP -------------------------------------------------------------- Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly- owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."), and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the "Issuer") on June 9 disclosed that the United States Bankruptcy Court for the District of Delaware has issued an order approving, subject to a stay of such order until 12:01 a.m., New York City time, on June 12, 2014, (i) the voluntary settlement provided for in the Issuer's previously announced offer (the "Offer") to holders of EFIH First Lien Notes to participate in a voluntary settlement with respect to the Issuer's obligations under the EFIH First Lien Notes (such settlement, the "EFIH First Lien Settlement") and (ii) the Issuer's entry into a new senior secured super-priority debtor-in-possession credit agreement (the "EFIH First Lien DIP Facility"). In addition, the expiration date for the Offer has been extended to 5:00 p.m., New York City time, on June 10, 2014 (the "Expiration Date"). The Offer is open to all qualified holders of the Issuer's 6.875% Senior Secured Notes due 2017 and 10.000% Senior Secured Notes due 2020 (such notes, the "EFIH First Lien Notes"). As of 5:00 p.m., New York City time, on June 6, 2014, approximately $0.42 billion of EFIH First Lien Notes (approximately 10% of the outstanding EFIH First Lien Notes) had been submitted for exchange in the Offer. In addition, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the Issuer is a party, certain holders holding, in the aggregate, approximately $1.26 billion of EFIH First Lien Notes (approximately 32% of the outstanding EFIH First Lien Notes) have agreed to the EFIH First Lien Settlement on the terms provided in such agreement. As previously disclosed, the consummation of the Offer is subject to several conditions. The Issuer has waived the condition to consummation of the Offer that the Bankruptcy Court approve the Issuer's previously announced offer to purchase its 11% Senior Secured Second Lien Notes due 2021 and 11.750% Senior Secured Second Lien Notes due 2022 (collectively, the "EFIH Second Lien Notes") for cash as a voluntary settlement of its obligations with respect to the EFIH Second Lien Notes and the related issuance by the Issuer of convertible second lien subordinated secured DIP financing notes due 2016. Other than the extension of the Expiration Date and the waiver of the condition described in this press release, the terms of the Offer are unchanged. Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at tabulation@epiqsystems.com (please reference "EFIH First Lien Offer" in the subject line). 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. ENERGY FUTURE: Amends Certain Terms of 2nd Lien Notes Settlement ---------------------------------------------------------------- Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly- owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."), and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the "Issuer") on June 9 announced the amendment of certain terms of its previously announced offer to purchase EFIH Second Lien Notes for cash as a voluntary settlement with respect to the Issuer's obligations under the EFIH Second Lien Notes (such offer and settlement, the "EFIH Second Lien Settlement"). The EFIH Second Lien Settlement is open to all holders of the Issuer's 11% Senior Secured Second Lien Notes due 2021 (the "EFIH 11% Second Lien Notes") and 11.750% Senior Secured Second Lien Notes due 2022 (the "EFIH 11.750% Second Lien Notes" and together with the EFIH 11% Second Lien Notes, the "EFIH Second Lien Notes"). The terms of the EFIH Second Lien Settlement have been amended to (1) provide that each of the Tender Consideration and the Total Consideration will no longer be decreased $0.14 per day for each day the Settlement Date occurs after the assumed Settlement Date of July 9, 2014, (2) delete and amend certain conditions to the consummation of the EFIH Second Lien Settlement as described in more detail below and (3) make certain disclosures described below regarding the right of the Issuer to determine whether or not any of the conditions to the consummation of the EFIH Second Lien Settlement were satisfied and to terminate or extend the EFIH Second Lien Settlement. Other than the amended terms described in this press release, the terms of the EFIH Second Lien Settlement are unchanged. Upon the terms and subject to the conditions of the offer to purchase with respect to the EFIH Second Lien Settlement, each holder of EFIH Second Lien Notes that validly tenders its EFIH Second Lien Notes on or prior to 5:00 p.m., New York City time, on June 11, 2014 (the "Early Participation Date"), which may be further extended by the Issuer at its sole discretion, will be eligible to receive on the closing date of the offer (the "Settlement Date") as payment in full of any claims arising out of such holder's interest in the EFIH Second Lien Notes an amount, paid in cash, equal to (i) $1,119.30 for each $1,000 principal amount of EFIH 11% Second Lien Notes and (ii) $1,162.30 for each $1,000 principal amount of EFIH 11.750% Second Lien Notes tendered (the "Total Consideration"). The Total Consideration includes an early participation payment (the "Early Participation Consideration") of $50.00 per $1,000 principal amount of EFIH Second Lien Notes validly tendered on or prior to the Early Participation Date. Each holder that validly tenders its EFIH Second Lien Notes after the Early Participation Date and on or prior to 5:00 p.m., New York City time, on July 3, 2014 (the "Expiration Date") will be eligible to receive on the Settlement Date an amount, paid in cash, equal to the Total Consideration less the Early Participation Consideration (the "Tender Consideration"). Securities CUSIP Aggregate Early Number(s) Principal Tender Participation Amount Consideration Consideration Outstanding EFIH 11% 29269QAB3 $406,392,000 $1,069.30 $50.00 Second Lien Notes EFIH 11.750% 29269QAD9 $1,750,000,000 $1,112.30 $50.00 Second Lien Notes Total Consideration(1) $1,119.30 $1,162.30 (1) Does not include accrued and unpaid interest up to, but not including, the Settlement Date, which will be paid on all of the EFIH Second Lien Notes accepted for purchase in the offer. As previously disclosed, the consummation of the EFIH Second Lien Settlement is subject to several conditions. The terms of the EFIH Second Lien Settlement have been amended to remove the conditions relating to the consummation of and receipt of proceeds from the issuance of approximately $1.9 billion of 8% Convertible Second Lien Subordinated Secured DIP Financing Notes due 2016 (the "EFIH Second Lien DIP Notes Financing"). The consummation of the EFIH Second Lien Settlement continues to be subject to, among others, the bankruptcy court's approval of both (1) the incurrence of indebtedness and granting of second-priority priming liens relating to the EFIH Second Lien DIP Notes Financing and (2) the EFIH Second Lien Settlement. The terms of the EFIH Second Lien Settlement have also been amended to disclose that the Issuer has the right to determine whether or not any of the conditions to the consummation of the EFIH Second Lien Settlement were satisfied and to terminate or extend the EFIH Second Lien Settlement if any condition to such consummation was not satisfied or otherwise will not be satisfied on or prior to the Expiration Date or, with respect to conditions relating to obtaining regulatory approval (such as bankruptcy court approval), on or prior to the Settlement Date. The Issuer has provided to the holders of the EFIH Second Lien Notes a supplement to the original offer to purchase amending the terms of the EFIH Second Lien Settlement as described in this press release. Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at tabulation@epiqsystems.com (please reference "EFIH Second Lien Offer" in the subject line), including to obtain a copy of the supplement to the original offer to purchase. 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. ENERGY FUTURE: Hires PwC as Information Security & Tax Consultant ----------------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ PricewaterhouseCoopers LLP ("PwC") as internal audit, information security and tax consultants, nunc pro tunc to Apr. 29, 2014 petition date. PwC will continue to provide the Internal Audit Services, Information Security Services, and Tax Services as PwC and the Debtors shall deem appropriate and feasible in order to advise the Debtors during the course of these chapter 11 cases, including, but not limited to the following (collectively, the "Services"): Internal Audit Services: Under the direction of the Debtors' Vice President of Internal Audit, PwC will support the Debtors' Internal Audit team in the areas of internal audit assurance services, internal audit consulting services and Sarbanes-Oxley services, including: (a) advise the Debtors with respect to their internal controls, including by providing ongoing review and evaluation of market trends, emerging issues and leading practice recommendations; (b) function as the Debtors' IT Audit Director; (c) perform internal audit procedures and report thereon; (d) conduct IT audit work and draft IT audit reports for EFH Business Services and interface with IT management; (e) prepare a formal documented IT risk assessment to support development of the Debtors' annual IT audit plan; (f) recommend internal audit risk assessment and internal audit plan approaches; and (g) document Sarbanes-Oxley testing results templates (the "Sarbanes-Oxley Services"). Cyber Defense Program Services: Provide Information Security Services related to the Debtors' Cyber Defense Program, including: (a) develop evaluation criteria used to measure and report on information security maturity at EFH and its subsidiaries; (b) assess information security process design and deliverables to ensure they support the continued capability growth of the program; (c) evaluate the effectiveness of implemented processes through evaluation of evidence and review of Client prepared data; (d) participate in key status and decision making meetings; and (e) perform periodic progress/benefit assessments. SOD Services: Provide Information Security Services related to the remediation and mitigation of segregation of duties and sensitive access violations in the Debtors SAP systems, including: (a) conduct a detailed analysis of existing SOD conflicts by business and options for remediation; (b) provide options for approaching the remediation of violations; (c) conduct workshops to determine updates to roles and users; (d) give feedback on mitigating controls design and mapping to risks; and (e) provide guidance to the Debtors' security team on role and user technical changes. Tax Services: Provide federal individual income tax review, preparation and planning and financial planning services to certain members of the Debtors' senior management. Pursuant to the terms and conditions of the Master Services Agreement, the Debtors propose to: (a) compensate PwC for the Internal Auditing Services other than the Sarbanes-Oxley Services in accordance with the "fixed fee" of $1,300,000 per year for 2014 and 2015; (a) compensate PwC for the Sarbanes-Oxley Services in accordance with an estimated "fixed fee" not to exceed $400,000 for the period April 2014 through January 2015; (b) compensate PwC for the Information Security Services in accordance with an estimated "fixed fee" not to exceed $700,000 for the term of the underlying Statement of Work; (c) compensate PwC for the SOD Services in accordance with an estimated "fixed fee" not to exceed $700,000 for the term of the underlying Statement of Work; (d) compensate PwC for the Tax Services on a fixed fee per participant basis, depending on the services selected by each individual. The amounts other than with respect to the Tax Services and the SOD Services, are inclusive of all costs and expenses incurred by PwC in connection with the Services, and the Debtors shall not reimburse PwC for any travel, lodging or other costs and expenses incurred in connection with the provision of the Services other than the Tax Services and the SOD Services, provided that the reimbursement of expenses with respect to the SOD Services is subject to a maximum estimated "fixed fee" of $700,000, as described above. According to PwC's books and records, during the 90-day period prior to the Petition Date, PwC received $1,980,030.12 from the Debtors for professional services performed and expenses incurred under the MSA. James R. Hanlon, utilities and power generation partner of PwC, 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 Bankruptcy Court for the District of Delaware will hold a hearing on the application on Jun. 30, 2014, at 9:30 a.m. Objections, if any, are due Jun. 12, 2014, at 4:00 p.m. PwC can be reached at: James R. Hanlon PRICEWATERHOUSECOOPERS LLP 2001 Ross Avenue, Suite 1800 Dallas, TX 75201-2997 Tel: (214) 754 5007 E-mail: james.r.hanlon@us.pwc.com 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. ENERGY FUTURE: Wants Ernst & Young as Tax Advisory Provider ----------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Ernst & Young LLP as providers of tax advisory and information technology services, nunc pro tunc to Apr. 29, 2014 petition date. Subject to further Court order and as set forth in further detail in the Engagement Letter, Ernst & Young will provide certain tax advisory and information technology consulting services, in connection with these chapter 11 cases. As set forth in detail in the Tax Advisory SOW, Ernst & Young will provide tax advisory services on behalf of EFH Corporate Services Company. The services may include: (a) tax advisory services related to assessment and implementation regarding the temporary and, upon release, the final tangible property Treasury Regulations and Revenue Procedures. The New Regulations cover a broad range of issues and will generally be organized into the following major sections: (i) Materials and Supplies, (ii) Acquisitions, including the book de minimis rule, (iii) Improvements, and (iv) Dispositions and Depreciation; and (b) tax advisory services related to the following areas in the New Regulations (upon release, the analysis will consider impact of final tangible property regulations and related transitional guidance): (i) Treas. Reg. Section l.l68(i)-8T (Dispositions, including general asset election(s)) and re-proposed/final regulations; (ii) Treas. Reg. Section 1.162-3T (Materials and Supplies) and final regulations; (iii) Treas. Reg. Sectionl.263(a)-2T (Acquisitions, Including de minimis rule) and final regulations; (iv) Treas. Reg. Section 1.263(a)-3T (Unit of Property Definitions, Improvements and Routine Maintenance) and final regulations; (v) Rev. Proc. 2013-24 (Guidance for Electric Power Generation Assets); (vi) Rev. Proc. 2012-19 (Changes in accounting method for improvements (repairs and maintenance) and published guidance related to the final regulations; and (vii) Rev. Proc. 2012-20 (Changes in accounting method for dispositions) and published guidance related to the final regulations. As set forth in detail in the Texas SOW, Ernst & Young will also provide certain additional tax advisory services to EFH Corporate Services Company. The services may include: (a) providing assistance and oversight for any Texas sales and use tax audits for which EFH Corporate Services Company requests assistance. EFH Corporate Services Company will notify Ernst & Young in writing or through email of each audit for which they will required assistance; (b) assisting EFH Corporate Services Company with the Texas sales and use tax audits, including reviewing schedules, invoices, and correspondence as requested by EFH Corporate Services Company; (c) assisting with compiling supporting documentation and replies for the auditor as requested by EFH Corporate Services Company; (d) advising EFH Corporate Services Company regarding their penalty exposure with respect to Ernst & Young's advice rendered and the disclosures that may avoid such penalties as determined by The Internal Revenue Code, related IRS guidance and professional standards; and (e) assisting EFH Corporate Services Company with one off taxability questions that arise. As set forth in the Post-petition SOW, Ernst & Young will also provide information technology services to TXUE related to upgrading their SAP technical environment. The services may include: (a) completing all Work (as defined in the MSA) remaining to be Completed under the Blueprint SOW; (b) application of Enhancement Pack 7 and Support Pack 3 inclusive of all necessary patches, notes and additional developments identified either in the RTM or as a prerequisite for the installation to all TXUE environments which will include Quality, Preproduction, Production, and two Training environments. Application will adhere to TXUE defined change control process and TXUE defined documentation standards. The application of the change to Production shall be completed on the weekend of Sep. 19-21, 2014 and the application of the change to one Training environment shall be completed immediately after the completion of Production; (c) continuing ownership and maintenance of Requirements Traceability Matrix ("RTM") which will include, without limitation, the following: (i) identified impacted objects, (ii) where those objects are used, (iii) determination if the objects will need to be changed, (iv) objects that will need to be tested, (v) associated change documents, and (vi) associated documentation of test results; (d) providing comprehensive testing services for the unit, integration, parallel, security, and regression testing phases, which will include the following: (i) scenario identification (ii) data preparation, (iii) scenario execution, (iv) results documentation, and (v) remediation of identified defects. Each phase shall adhere to the criteria for entrance and exit as defined in the Testing Strategy Document delivered pursuant to the Blueprint SOW; (e) providing User Acceptance Testing (UAT) Support Testing services and support which will include, without limitation, the following: (i) data preparation, (ii) scenario execution where requested, (iii) remediation of identified defects. TXUE will dictate scenarios and provide resources to validate results and perform testing (iv) adherence to the entrance and exit criteria defined in the Testing Strategy Document delivered pursuant to the Blueprint SOW; (f) creating and executing a detailed cutover plan approved by TXUE that includes, without limitation: (i) user access requirements, (ii) system requirements, (iii) prerequisites, (iv) individual task break down with responsible parties and durations, (v) overall start and end times for a cutover occurring over a weekend (which weekend shall be identified to TXUE not less than 2 weeks prior to such weekend), and (vi) a back out plan. Perform at least two mock upgrades, cutovers and have results and improvements documented and approved by TXUE. "Production Downtime" shall mean, during the cutover of the production environment, the time commencing at 10:00 PM (central) on the applicable Friday and continuing until cutover is complete and all production instances are available for users not directly associated with the cutover. In the event that the Production Downtime exceeds 48 hours, a credit will be due to TXUE, in the amount set forth opposite the applicable aggregate Production Downtime in the table below, toward amounts owing by TXUE to EY under the post-petition SOW, the unapplied portion of which credit shall be refunded promptly to TXUE if and when TXUE shall notify EY of TXUE's reasonable determination that no further amounts are expected to be owing by TXUE to EY under the post-petition SOW. In the event that the aggregate Production Downtime is less than 30 hours, a "bonus" will be paid by TXUE to EY in the amount set forth opposite the applicable aggregate Production Downtime in the table below; provided that bonus amounts shall only be paid if the applicable cutover weekend was identified to TXUE by EY at least 2 weeks in advance of the designated cutover weekend allowing TXUE to adjust staffing models to take advantage of the reduction: Production Downtime Compensation Credit/Bonus Greater than 48 hours and less than 52 hours (Sunday 10:00 pm - Monday 2:00 am) $25,000 credit Greater than 52 hours ( > Monday 2:00 am) $100,000 credit Greater than or equal to 24 hours and less than 30 hours (Saturday 10:00 pm - Sunday 4:00 am) $37,500 bonus Less than 24 hours (< Saturday 10:00 pm) $75,000 bonus (g) providing post support services. Any issues found during the duration of 30 calendar days from the date that users first access the upgraded production environment (the "Go- Live Date"). Onsite support services from the entire EY upgrade team will be provided for 1 week after the Go- Live Date, and remote support shall be provided for 30 days after such 1-week period. In addition, one EY resource will remain onsite to assist in facilitating the triage and resolution of defects for 30 days after such one week onsite support ends. During the 30 days after the one-week onsite support, EY will be responsible for resolving identified issues. These services will include, without limitation, (i) triage and resolution for defects logged related to the upgrade release, (ii) 24 x 7 availability to respond to any Severity 1 issue, and (iii) knowledge transfer to TXUE resources. Definitions of Defect Severity shall be included and agreed in the Test Strategy document (h) automating test scenarios using the TXUE provided Worksoft Certify suite according to the test automation strategy document developed and agreed on by both TXUE and EY; (i) assisting TXUE to track and measure the upgrade implementation's impact on the TXUE's scorecards for the purpose of measuring success of the project. The expectation from TXUE is that this upgrade implementation will not negatively impact its scorecard metrics; and (j) adhering to TXUE defined standards of quality as it relates to defect leakage to production. EY will attempt to perform services identified in section b for production with no unresolved defects. EY may make a recommendation to TXUE to proceed with known defects. TXUE will review and provide written approval. Ernst & Young will be paid at these hourly rates: For Tax Advisory SOW: Partner $543-$582 Executive Director $480 Senior Manager $470 Manager $360 Senior $234 Staff $183 Texas SOW: Partner (more than 10 years) $582 Partner (6th to 10th year) $543 Partner (1st to 5th year) $516 Executive Director $480 Senior Manager $470 Manager $360 Senior 3 $285 Senior 1/2 $234 Staff 2 $183 Staff 1 $105 CSA $105 Pursuant and subject to the detailed descriptions contained in the Blueprint SOW, EY intends to charge TXUE for the services rendered in connection with the Postpetition SOW on an hourly basis, at a rate of $213/hour; provided that in no event shall the fees payable by TXUE (excluding any bonus provided above), together with the $569,658 payable by TXUE under the Blueprint SOW, exceed, in the aggregate, $1,400,000 without TXUE's prior written consent. EY will notify TXUE as soon as reasonably practical prior to exceeding the fee estimate and will work with TXUE to reach a mutual agreement, in writing, to changes to the Postpetition SOW. EY will also be reimbursed for reasonable out-of-pocket expenses incurred. As of the Petition Date, the Debtors do not owe EY any fees for services performed or expenses incurred under the MSA. Prior to the Petition Date, the Debtors paid EY retainers in the aggregate amount of $569,658 in connection with this matter. On the Petition Date, there was an unused retainer balance of approximately $13,598.63. According to EY's books and records, during the 90-day period prior to the Petition Date, EY received $784,613 from the Debtors for professional services performed and expenses incurred. Stephen A. Thiel, executive director of Ernst & Young, 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. Ernst & Young can be reached at: Stephen A. Thiel ERNST & YOUNG LLP One Victory Park, Suite 2000 2323 Victory Avenue Dallas, TX 75219 Tel: +1 (214) 969 8000 Fax: +1 (214) 969 8587 E-mail: steve.thiel@ey.com 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. ENERGY FUTURE: Moody's Assigns Ba3 Rating on $5.4BB DIP Term Loan ----------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to the $5.4 billion debtor-in-possession term loan (DIP term loan) at Energy Future Intermediate Holding Company LLC (EFIH) as per a Final Order approved by the US Bankruptcy Court for the District of Delaware on June 6, 2014. The rating primarily reflects the structural features of the DIP facility and the collateral coverage available to the DIP lenders. EFIH, its parent company, and certain affiliates filed for bankruptcy protection under Chapter 11 on April 29, 2014. Moody's withdrew all previous ratings for EFIH on May 1, 2014 following the Chapter 11 bankruptcy filing. Ratings assigned to EFIH as Debtor-in-Possession are: Issuer: Energy Future Intermediate Holding Company LLC (DIP) Senior Secured Term Loan, Assigned Ba3 The rating on the DIP facility is being assigned on a "point-in- time" basis and will not be monitored going forward and therefore no outlook was assigned to the rating. The rating will subsequently be withdrawn. Proceeds from the term loan will be primarily used to provide for repayment of EFIH's 6.875% 1st lien notes due August 2017 and 10% 1st lien notes due December 2020, including accrued interest; pay a make-whole settlement to the EFIH pre-petition 1st and 2nd lien creditors; fund Chapter 11 liquidity and pay transaction related fees and expenses. Ratings Rationale The primary factor underlying the Ba3 rating assigned to the DIP facility is the collateral coverage that provides the DIP lenders with a reasonable degree of protection. There are limited structural features or credit enhancements provided to lenders, and Moody's note that the collateral provisions are associated with the equity-membership interests in Oncor Electric Delivery Holdings Company LLC (Oncor Holdings), which owns 80% of the regulated transmission and distribution utility, Oncor Electric Delivery Company LLC (Oncor: Baa3, positive). In addition, there is a very high ratio of total DIP facility relative to pre- petition claims, approximately 70%, which in Moody's view is a credit negative. The DIP credit agreement has a 2-year maturity which is a long tenor and exposes lenders to potential changes in market circumstances during the course of the reorganization. In addition, the maturity can be extended an additional 6 months, if a reorganization plan has been filed. The DIP credit agreement also contains a liquidity covenant that requires the company's unrestricted cash balance to be at least $150 million at all times. Failure to meet this requirement could trigger an event of default for the DIP term loan. It will also be an event of default if EFIH proposes or supports any plan of reorganization or liquidation of assets that does not allow for the DIP obligations to be paid back in full. The DIP facility has a super priority first lien on substantially all assets of EFIH and its direct subsidiary, Oncor Holdings. The collateral coverage available to the DIP lenders is mainly the 80% equity interest in Oncor, which is heavily driven by the market valuation of the business and places limited reliance upon the support of liquid asset coverage. These factors, among others, presents a high degree of variability associated with collateral values and recovery prospects, and was incorporated in Moody's assessment of the realizable value of the collateral package, an important rating factor. Moody's estimate total collateral coverage of the DIP facility to be around 1.4x to 1.7x. This implies a total enterprise value of approximately $17 billion, which is roughly 8.5x 2014 estimated EBITDA of $2.0 billion. EFIH is an intermediate subsidiary holding company that is wholly owned by Energy Future Holdings Corp. EFIH's primary subsidiary is Oncor Holdings who in turn owns 80% of Oncor. Oncor is a rate regulated electric transmission and distribution utility in Texas that primarily serves North Texas, including the greater Dallas/Ft Worth region. The principal methodology used in this rating was Debtor-In- Possession Lending published in March 2009. ENERGY FUTURE: S&P Assigns 'BB' Rating to $5.4BB DIP Facility ------------------------------------------------------------- Standard & Poor's Ratings Services said it has assigned its 'BB' point-in-time rating to Energy Future Intermediate Holding Co. LLC's (EFIH) $5.4 billion, first-lien, debtor-in-possession (DIP) credit facility. This rating applies only to the first-lien DIP term loan and does not represent the expected rating on any successor loan if this DIP term loan is converted into exit financing. The rating does not apply to any second-lien DIP loan that EFIH may obtain at a later date. Because the first-lien DIP term loan rating is a point-in-time rating, it is in effect only for the date of this report and is not subject to regular ongoing rating surveillance. Because adequate funding is key to a company's potential for reorganization and emergence from bankruptcy as a viable entity, the U.S. Bankruptcy Code provides incentives for lenders to finance companies operating under the protection of Chapter 11. Such post-petition financing is known as "DIP financing." Under this approach, S&P has assessed the credit risk of the first-lien DIP term loan by evaluating the following: -- The likelihood that a company will successfully reorganize and emerge from bankruptcy as a going concern and attract sufficient exit financing to fully repay the DIP financing at emergence. This evaluation forms the anchor for the DIP issue rating; and -- The potential that a company could repay the DIP financing through liquidation of its assets, assuming it is unable to successfully reorganize and emerge from bankruptcy. If S&P assess the DIP financing as sufficiently over-collateralized to be fully repaid in a liquidation analysis, S&P may enhance the anchor score by one or two notches to arrive at the issue rating, depending on its estimated level of coverage. Taken together, a DIP issue rating captures S&P's analytical assessment of the viability of a company's business (whether a company can reorganize) and the amount of the DIP obligation relative to the company's value--both as a reorganized entity and on a liquidation basis. S&P's DIP issue rating for EFIH reflects its 'bb-' anchor assessment of the likelihood of full cash repayment through EFIH's reorganization and emergence from Chapter 11. S&P then applied a one-notch enhancement to the anchor based on its assessment of recovery prospects in a liquidation scenario, to arrive at the 'BB' issue rating. This analysis included, among other things, S&P's assessment of the draft first-lien DIP facility credit agreement dated April 30, 2014, the Final Order issued by the U.S. Bankruptcy Court dated June 6, 2014, and company cash flow forecasts, along with S&P's adjustments. S&P assumes the final credit agreement terms will match those of the draft agreement. The credit agreement does not allow the debtors or obligate the lenders to convert the first- lien DIP to an exit financing. The credit agreement allows EFIH to issue up to $3 billion in junior DIP financing, but this financing, if obtained, must rank junior in payment and security to the first-lien DIP, will be structured to convert into equity at emergence, and must not require full cash repayment at emergence. Key elements of S&P's assessment of EFIH's ability to reorganize and fully repay the first-lien DIP loan at emergence consist of: -- S&P's assessment of EFIH's restructuring needs and challenges, -- EFIH's business position and operating outlook, -- EFIH's liquidity adequacy during bankruptcy, and -- The extent to which EFIH's going-concern value exceeds the expected first-lien DIP loan exposure. S&P assumes the biggest impediment to EFIH's reorganization as a going concern would be complexities related to the consolidated restructuring at the parent and the complicated debt and tax issues. In S&P's liquidation scenario, it assumes these problems would exhaust EFIH's liquidity. ENERGY SERVICES: Obtains $5 Million Revolving Line of Credit ------------------------------------------------------------ Energy Services of America, parent company of C.J. Hughes Construction Company and Nitro Electric Company, entered into a financing arrangement with United Bank, Inc. (West Virginia) to make a $5 million revolving line of credit available to the company. This agreement is in addition to the $8.8 million refinancing agreement reached between Energy Services, United Bank, and Summit Community Bank (West Virginia) in January 2014. Douglas V. Reynolds, president discussed the financing agreement. "We are very appreciative of the confidence that our lenders have shown in Energy Services, C.J. Hughes, and Nitro Electric. We believe that getting this line of credit in place is further evidence that we are financially sound and have adequate operating capital to continue to serve existing customers while also expanding our customer base." A full-text copy of the Loan Agreement dated May 30 is available for free at http://is.gd/fp4i9W About Energy Services Huntington, West Virginia-based Energy Services of America Corporation provides contracting services to America's energy providers, primarily the gas and electricity providers. Energy Services posted net income of $3.57 million on $108.82 million of revenue for the year ended Sept. 30, 2013, as compared with a net loss of $48.52 million on $109.01 million of revenue during the prior year. Arnett Foster Toothman PLLC, in Charleston, West Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The indepdendent auditors noted that the Company has suffered recurring losses from operations. This raises substantial doubt about the Company's ability to continue as a going concern. As of March 31, 2014, the Company had $37.90 million in total assets, $22.49 million in total liabilities and $15.41 million in total stockholders' equity. EXECUTIVE CAREER: Case Summary & 4 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Executive Career Services, Inc. 12424 Wilshire Blvd., Suite 740 Los Angeles, CA 90025 Case No.: 14-21212 Chapter 11 Petition Date: June 8, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Judge: Hon. Robert N. Kwan Debtor's Counsel: Dheeraj K Singhal, Esq. DCDM LAW GROUP, PC 30 N Raymond Ste 801 Pasadena, CA 91103 Tel: 626-689-2407 Fax: 626-689-2205 Email: dksinghal@dcdmlawgroup.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $100,000 to $500,000 The petition was signed by Peter Munson, president. A list of the Debtor's four largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-21212.pdf FIRST MARINER: Regulators Approval $18.7MM Sale to RKJS Bank ------------------------------------------------------------ Sarah Gantz, writing for Baltimore Business Journal, reported that First Mariner Bank's sale to a group of investors has won approval from federal and state regulators, clearing the way for the deal to close later this month. The group of investors, called RKJS Bank, will pay $18.7 million for First Mariner after beating out a competing bidder in a bankruptcy auction in April. The deal was contingent on receiving regulatory approval. The report said First Mariner Bank said Monday the Federal Deposit Insurance Corp. and the Maryland State Banking Commissioner's office have approved the sale. According to the report, RKJS is led by Robert D. Kunisch Jr., who will become First Mariner Bank's president and chief operating officer; and Jack E. Steil, who will become CEO. Both are veterans of Mercantile Bankshares. The report noted that RKJS was named the wining bidder for First Mariner after a lengthy and complex U.S. Bankruptcy Court dispute in April. Another bank, National Penn Bancshares in Pennsylvania, had originally been named the winning bidder, even though RKJS' bid was slightly higher. At the time, First Mariner officials said they selected National Penn's bid because the company, which has about 120 branches, seemed more experienced and perhaps better able to land regulatory approval. RKJS added a nonrefundable deposit of $3 million and extended its timeframe for obtaining regulatory approval in an effort to demonstrate their investors' commitment to following through on the deal. RKJS also agreed to up its original offer of $17.7 million by $1 million if the deal had not received regulatory approval by the end of April. According to the report, Mr. Kunisch said in an interview Monday the bank's new owners plan to hold on to all 470 employees and 18 branch locations. About First Mariner Bancorp First Mariner Bancorp, the holding company for Maryland community bank 1st Mariner, filed for Chapter 11 bankruptcy on Feb. 10, 2014, in order to sell its bank subsidiary, 1st Mariner Bank, to a new bank formed by investors. The case is In re First Mariner Bancorp, Case No. 14-11952 (D. Md.) before Judge David E. Rice. The Debtor's bankruptcy counsel is Kramer Levin Naftalis & Frankel LLP. The Debtor's local counsel is Lawrence Joseph Yumkas, Esq., at Yumkas, Vidmar & Sweeney, LLC, in Annapolis, Maryland. The Debtor's regulatory and corporate counsel if Kilpatrick Townsend & Stockton LLP. The Debtor's investment banker and financial adviser is Sandler O'Neill + Partners, L.P. The Debtor has total assets of $5.45 million and total debts of $60.52 million. FISKER AUTOMOTIVE: Court to Rule on Dissolution of German Unit -------------------------------------------------------------- FAH Liquidating Corp. f/k/a Fisker Automotive Holdings has asked the Bankruptcy Court for the District of Delaware for authorization to dissolve Fisker Automotive GMbH (GMbH). GMbH, a wholly owned subsidiary of FAH Liquidating Corporation located in Germany, is a small company created to provide sales and marketing of the Debtors' operations in Europe. As of the petition date, GMbH has conducted no active operations and holds only nominal assets. On February 19, 2014, the Court authorized the sale of substantially all of the Debtors' assets. However, the sale did not include the Debtors' interest in GMbH. Since the AFisker@ name was acquired by the buyers and the Debtors have an obligation to protect the buyers from liabilities, the Debtors seek authorization to (1) change GMbH's name to FA Liquidation GMbH, and (2) formally dissolve FA Liquidation GMbH. The Debtors cite Sec. 363(b) of the Bankruptcy Code as authority for their requested relief. Section 363 provides that a Debtor, after notice and a hearing, may use, sell, or lease, other than in the course of business, property of estate. A hearing on the Debtors' motion was set for June 9, 2014. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FORCE FUELS: Acquires All Capital Stock of Cafe Serendipity ----------------------------------------------------------- Force Fuels, Inc., entered into a stock purchase agreement, dated as of May 6, 2014, with Cafe Serendipity, Inc., whereby Cafe Serendipity would sell 100 percent of Cafe Serendipity's outstanding capital common stock to the Company. As consideration for the Agreement, the Company agreed to issue 30,000,000 shares of common stock. The Agreement contains representations, warranties and covenants customary for transactions of this type. Cafe Serendipity is a development company, offering a turn-key franchise retail solution for a chain of upscale licensed stores serving the recreational marijuana consumer, offering exclusive brand, marketing and product sourcing. The Company does not buy or sell marijuana as the licensee has the responsibility to procure the appropriate authorizations to purchase this product directly from the grower. Cafe Serendipity offers high quality products within a friendly consistent store front, and provides well trained staff along with a state of the art point of sale technology. On May 6, 2014 the Company issued an aggregate of 30,000,000 shares of common stock in an unregistered transaction. It did so in reliance upon the exemption contained in Section 4(2) of the Securities Act of 1933, as amended, as a transaction not involving a public offering, and Rule 506 promulgated thereunder, in view of the absence of a general solicitation, the limited number of offerees and purchasers, and the representations and agreements of the Company in the Agreement. A full-text copy of the Stock Purchase Agreement is available for free at http://is.gd/oVoeTq Resignation of Director On May 2, 2014, Mr. Bobby Orbach resigned as director of the Company. Previously, Tom Hemingway resigned as a director and officer of the Company and Mr. Dennis O'Neill resigned as director of the Company Appointment of New Director On May 2, 2014, the Board appointed Mr. Ken Berscht to the Board and appointed to serve on the Company's Board of Directors: Mr. Berscht has had an extensive career in investment banking and finance in the resource field. He has worked worldwide with investors in Europe and Asia as well as North America. Since 2009 Mr. Berscht has worked as vice president of International Enerplus, one of Canada's leading income trusts, managing their offshore branch in Europe. He was the president of Odyssey Management in the Cayman Islands and is a registered Mutual fund administrator in the Cayman Islands. In this position he managed an oil and gas fund for Middle East investors. Mr. Berscht does not have any family relationship with any other member of the Board or any executive officer of the Company. There are no arrangements or understandings between either Mr. Berscht or any other person pursuant and the Company under which either was selected to serve on the Board of Directors of the Company. On May 6, 2014, Board of Directors of the Company authorized a change of address, the new address is: FORCE FUELS, INC. 10120 South Eastern Ave, Suite 200, Henderson, Nevada 89052 About Force Fuels Costa Mesa, Calif.-based Force Fuels, Inc.'s principal business during the period ended Oct. 31, 2011, was the acquisition and management of oil, gas and alternative energy operations. The Company's common shares are currently quoted on the OTC Pink market of OTC Markets Group, Inc. under the trading symbol "FOFU." The Company's balance sheet at Oct. 31, 2011, showed $1.06 million in total assets, $1.42 million in total liabilities, and a stockholders' deficit of $358,092. As reported in the TCR on Dec. 6, 2011, Sadler, Gibb & Associates, LLC, in Salt Lake City, Utah, expressed substantial doubt about Force Fuels' ability to continue as a going concern, following the Company's results for the fiscal year ended July 31, 2011. The independent auditors noted that the Company had accumulated losses of $3.8 million as of July 31, 2011. The Company had notified the SEC regarding the late filing of its quarterly report on Form 10-Q for the period ended Jan. 31, 2012, citing limited accounting staff and incomplete financial statements. FREDERICK'S OF HOLLYWOOD: Suspending Filing of Reports with SEC --------------------------------------------------------------- Frederick's of Hollywood Group Inc. filed with the U.S. Securities and Exchange Commission a Form 15 to terminate the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934. As a result of the Form 15 filing, the Company will not anymore be obligated to file periodic reports with the SEC. As reported by the TCR on June 6, 2014, Frederick's of Hollywood completed its merger with HGI Funding LLC, a wholly owned subsidiary of Harbinger Group Inc. As a result of the Merger, the Company is now wholly owned by FOHG Holdings. 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. FTE NETWORKS: David Lethem Named Chief Financial Officer -------------------------------------------------------- David Lethem has been appointed as chief financial officer of FTE Networks, Inc. Mr. Lethem entered into an employment agreement with the Company, which he was granted an annual salary of $120,000 per year, with standard employee insurance and other benefits including 150,000 shares of FTE Stock. Mr. Lethem, who joined the Company in April 2014 as vice president of Corporate Compliance, has more than 30 years experience in finance and accounting, most recently focusing on public company accounting and financial reporting, mergers and acquisitions, SEC reporting and compliance, technical accounting interpretations, and international business operations. "David brings our Company the financial and accounting strengths necessary to refocus our finance department's ability to deal with our strategic growth plans while championing our efforts in coordinating our financial statement audits and SEC reporting. Additionally, his experience in strategic financial planning as well as working with private equity sponsors will contribute to further sharpening our financial strategy," said Michael Palleschi, FTE's chief executive officer. "His most recent experience in various public company reverse mergers, investment banking relationships, and international business operations will be great assets to FTE Networks as we execute and expand our strategic plans." "Since joining the Company in April, David already has taken a pivotal lead in major initiatives, including our recently announced $3 million dollar funding agreement with AmeriFactors Financial Group." About FTE Networks, Inc. FTE Networks, formerly known as Beacon Enterprise Solutions Group, Inc., is a vertically integrated company with an international footprint. Since its inception, FTE Networks has steadily advanced its management, operational and technical capabilities to become a leading provider of services to the telecommunications and wireless sector with a focus on turnkey solutions. FTE Networks provides a comprehensive array of services centered on quality, efficiency and customer service. Beacon Enterprise's balance sheet at June 30, 2012, showed $7.3 million in total assets, $8.8 million in total liabilities, and a stockholders' deficit of $1.5 million. For the nine months ended June 30, 2012, the Company incurred a net loss of $5.9 million, which included a non-cash impairment of intangible assets of $2.1 million and other non-cash expenses aggregating $1.9 million. Cash used in operations amounted to $1.0 million for the nine months ended June 30, 2012. As of June 30, 2012, the Company's accumulated deficit amounted to $42.6 million, with cash and cash equivalents of $75,000 and a working capital deficit of $4.9 million. "These conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company said in its quarterly report for the period ended June 30, 2012. FUSION TELECOMMUNICATIONS: Appoints EVP and General Counsel ----------------------------------------------------------- James P. Prenetta, Jr., has joined Fusion as executive vice president and general counsel. Mr. Prenetta will be responsible for all legal and regulatory matters, with a special emphasis on accelerating merger and acquisition activities. "We are thrilled that Jim will be working with us and look forward his involvement as we build a bigger and stronger company in cloud services," said CEO Matt Rosen. "Jim's extensive legal experience in securities and in mergers and acquisitions will be a significant help to our veteran executive team." Mr. Prenetta is joining the Company from Hibernia Networks, a provider of global capacity and the owner and operator of a trans- Atlantic submarine cable system and terrestrial networks throughout North America, Europe and Asia. In his position of General Counsel and Secretary at Hibernia Networks, he was responsible for Hibernia's legal and regulatory matters, including mergers and acquisitions, intellectual property and litigation. During his five years at Hibernia Networks, the company grew from approximately $60 million to approximately $125 million in revenue. Prior to joining Hibernia, he was executive vice president, general counsel and secretary at One Communications Corp., a communications services company, responsible for legal and regulatory matters, including merger and acquisition activities. During his tenure at One Communications, the company grew from approximately $190 million to approximately $850 million, primarily through acquisitions. Prior to that, he was senior vice president, general counsel and secretary at Viatel, Inc., an international communication services company and owner and operator of a terrestrial network in Western Europe. While at Viatel, that company grew from a $250 million business to a $900 million business, in large part through acquisitions. At Viatel, he was responsible for a wide range of legal, policy and compliance issues, including merger and acquisition activities. Earlier in his career, Mr. Prenetta was an associate and Partner in the corporate and securities group at Kelley Drye & Warren LLP, New York, New York, and was an associate at the New York law firm of Mudge Rose Guthrie Alexander & Ferdon. Mr. Prenetta received his B.A., magna cum laude, from the University of Connecticut, and his J.D. from the Columbus School of Law, Catholic University of America, Washington, D.C, where he also received a special certification in communications law and policy. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion Telecommunications incurred a net loss applicable to common stockholders of $5.48 million in 2013, a net loss applicable to common stockholders of $5.61 million in 2012 and a net loss of $4.45 million in 2011. The Company's balance sheet at March 31, 2014, showed $69.69 million in total assets, $58.51 million in total liabilities and $11.18 million in total stockholders' equity. GENCO SHIPPING: Plan Confirmation Deadline Moved to June 27 ----------------------------------------------------------- Genco Shipping & Trading Limited and certain of its subsidiaries entered into an amendment to the Restructuring Support Agreement and an amendment to the Equity Commitment Agreement with certain of its creditors. Under the amendment to the Restructuring Support Agreement, the deadline for confirmation of the plan of reorganization of the Company and certain of its subsidiaries under their ongoing Chapter 11 bankruptcy proceedings was extended to June 27, 2014. Under the amendment to the Equity Commitment Agreement, the outside termination date for the obligations of the creditors party to that agreement was extended to July 10, 2014. Under both amendments, the subscription deadline for the Company's $100 million rights offering was extended to June 18, 2014. Copies of the Amendments are available for free at: http://is.gd/Gc5Vg1 http://is.gd/KvKEtX 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. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENCO SHIPPING: Common stock Delisted From NYSE ----------------------------------------------- The New York Stock Exchange LLC filed with the U.S. Securities and Exchange Commission a Form 25 to terminate the registration of the common stock of Shipping & Trading Ltd. under Section 12(b) of the Securities Exchange Act of 1934. 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 Aug. 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. The U.S. Trustee has appointed an Official Committee of Equity Security Holders. The Equity Committee members are (1) Aurelius Capital Partners, LP; (2) Mohawk Capital LLC; and OZ Domestic Partners, LP. It is represented by Steven M. Bierman, Esq., Benjamin R. Nagin, Esq., Michael G. Burke, Esq., James F. Conlan, Esq., and Larry J. Nyhan, Esq., at Sidley Austin LLP. Genco has filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENERAL MOTORS: To Begin Accepting Victims' Claims Aug. 1 --------------------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Officer Mary Barra said that the auto maker likely would provide shareholders an estimate of the financial fallout from a recall tied to a troubled ignition switch by early next month. According to the report, Ms. Barra said the company would have a better sense of the costs facing it after Kenneth Feinberg, a compensation expert hired to advise the company, provides measures of how accident victims or their families will be compensated. Mr. Feinberg could provide that update within the next few weeks, the Journal said. Estimates for the price GM could pay to compensate victims, legal fees and any settlements or judgments range from less than $5 billion to as much as $7 billion, the report added. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENERAL MOTORS: To Begin Accepting Victims' Claims Aug. 1 --------------------------------------------------------- Jeff Bennett, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Officer Mary Barra said that the auto maker likely would provide shareholders an estimate of the financial fallout from a recall tied to a troubled ignition switch by early next month. According to the report, Ms. Barra said the company would have a better sense of the costs facing it after Kenneth Feinberg, a compensation expert hired to advise the company, provides measures of how accident victims or their families will be compensated. Mr. Feinberg could provide that update within the next few weeks, the Journal said. Estimates for the price GM could pay to compensate victims, legal fees and any settlements or judgments range from less than $5 billion to as much as $7 billion, the report added. About General Motors With its global headquarters in Detroit, Michigan, General Motors -- http://www.gm.com/-- is one of the world's largest automakers, traces its roots back to 1908. General Motors Co. was formed to acquire the operations of General Motors Corp. through a sale under 11 U.S.C. Sec. 363 following Old GM's bankruptcy filing. The U.S. government provided financing. The deal was closed July 10, 2009, and Old GM changed its name to Motors Liquidation Co. Old GM -- General Motors Corporation -- filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. The Debtors tapped Weil, Gotshal & Manges LLP Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel; and Morgan Stanley, Evercore Partners and the Blackstone Group LLP as financial advisor. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GENIUS BRANDS: Issues Letter to Shareholders -------------------------------------------- Genius Brands International, Inc., distributed a letter to shareholders regarding its new commemorative stock certificate. A copy of the Letter is available for free at http://is.gd/DUHj2g 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 March 31, 2014, showed $14.65 million in total assets, $3.55 million in total liabilities and $11.09 million in total equity. GIBSON ENERGY: Moody's Assigns Ba3 Rating on $350MM Senior Notes ---------------------------------------------------------------- Moody's Investor's Services assigned a Ba3 rating to Gibson Energy Inc.'s proposed $350 million senior unsecured notes, which will be comprised of Canadian dollar senior unsecured notes and additional US dollar senior unsecured notes due 2021 (exact currency split to be determined). Gibson's other ratings are unchanged and the outlook remains stable. The proceeds of the notes will be used to fund capital expenditures, repay revolver drawings, and for general corporate purposes. Assignments: Issuer: Gibson Energy Inc. Senior Unsecured Regular Bond/Debenture, Assigned Ba3 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4, 60 % Rating Rationale Gibson's Ba2 CFR reflects the company's small size, and price and volume risks inherent in its business segments, particularly with respect to its marketing and trading activities, which expose the company to volatile commodity prices. As well, the company is acquisitive and is pursuing organic growth based initiatives that will require large capital expenditures and consume free cash flow over the next few years. Favorably, the rating considers the company's low leverage, which Moody's expect to remain around 3x, and that a significant portion of EBITDA is fee-based, which provides visibility and stability to expected cash flows. Gibson's diversified operations in several midstream segments and solid position in each of its principal business areas provides further support to the rating. Under Moody's Loss Given Default (LGD) Methodology, the senior unsecured notes are rated Ba3, one notch below the CFR, reflecting the prior ranking of the C$500 million senior secured revolving credit facility in the capital structure. The SGL-3 Speculative Grade Liquidity rating indicates adequate liquidity between Q2/14 and Q2/15. Pro forma for the $350 million June 2014 notes issuance, Gibson will have about C$310 million of cash and C$450 million available under its C$500 million revolving credit facility maturing June 2018, after letters of credit. During this period, Moody's expect Gibson to fund the Cal-Gas acquisition and expected negative free cash flow of C$330 million with cash and revolver drawings. Moody's expect Gibson will be in compliance with its financial covenants through this period. Alternative sources of liquidity are limited principally to the sale of existing assets, which are mostly encumbered. The stable outlook reflects Moody's expectation that Gibson's EBITDA growth will enable its leverage to remain around 3x despite significant negative free cash flow over the next couple of years. The ratings could be upgraded if Gibson executes on its growth initiatives, while maintaining debt to EBITDA below 2.5x. The ratings could be downgraded if Gibson's financial leverage increases due to debt funded capital expenditures. More specifically, if debt to EBITDA cannot be sustained under 4x a ratings downgrade could result. A downgrade is also likely if the company produces any material losses from the marketing segment. The principal methodology used in this rating was the Global Midstream Energy 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. Gibson is a Calgary, Alberta-based midstream energy company that is engaged in the movement, storage, blending, processing, marketing and distribution of crude oil, condensate, natural gas liquids, water, oilfield waste and refined products GLOBALSTAR INC: Files Conflict Minerals Report ---------------------------------------------- Globalstar, Inc., filed a Form SD with the U.S. Securities and Exchange Commission pursuant to Rule 13p-1 under the Securities Exchange Act of 1934 for the reporting period Jan. 1, 2013, through Dec. 31, 2013. The Securities and Exchange Commission, in August 2012, adopted a rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country. Globalstar determined that it contracts to manufacture certain products containing conflict minerals that are necessary to the functionality of those products. "Globalstar is unable to conclude whether the necessary Conflict Minerals may have originated in the Democratic Republic of the Congo or an Adjoining Country," the Company stated in the Report. A copy of the Company's Conflict Minerals Report is availabel for free at http://is.gd/IOzxsR About Globalstar Covington, Louisiana-based Globalstar Inc. provides mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The Company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Globalstar reported a net loss of $591.11 million in 2013, a net loss of $112.19 million in 2012 and a net loss of $54.92 million in 2011. Crowe Horwath LLP, in Oak Brook, Illinois, did not issue a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors previously expressed substantial doubt about the Company's ability to continue as a going concern in their report on the consolidated financial statements for the year ended Dec. 31, 2012. The independent auditors noted that Globalstar had suffered recurring losses from operations and was not in compliance with certain financial and nonfinancial covenants under certain long-term debt agreements. GREEN EARTH: Signs Exclusive IP License & Distribution Agreement ---------------------------------------------------------------- Green Earth Technologies, Inc., entered into an Intellectual Property Exclusive License and Distribution Agreement with InventeK Colloidal Cleaners, LLC, and Dr. Paul N. Andrecola. InventeK is one of the Company's principal suppliers and Dr. Andrecola beneficially owns InventeK as well as approximately 6 percent of the Company's issued and outstanding shares of common stock. Under the Agreement the Company, acquired the following from the Inventors: (i) an exclusive worldwide license to all of the Inventors' existing and future products and formulations based on InventeK's proprietary colloidal chemistry technology related to applications in the oil and gas industry; (ii) an exclusive worldwide license right to sell, market and distribute any and all InventeK cleaning products; and (iii) the Inventors' customer list and customers. The exclusive licenses also include any and all future improvements and modifications to the products and formulations covered by the licenses. The initial term of each license expires May 20, 2039, and also contains five automatic 10-year renewal periods. In consideration for the exclusive licenses the Company has issued 100,000,000 shares of its common stock to the Inventors. As a result, Dr. Andrecola beneficially owns 39 percent of the Company's issued and outstanding shares of common stock. "My relationship with Green Earth Technologies began seven years ago, when Mr. Jeffrey Loch called me to inquire about products for automotive and household use that are truly environmentally safe and actually perform as well or better than conventional toxic chemistries," said Dr. Paul Andrecola, inventor and founder of InventeK Colloidal Cleaners. "I love the fact that our relationship has matured over the years and that GETG has come to embrace the entire formulary of InventeK's extensive product line, including well service." Through GETG's and InventeK's collaborative efforts, InventeK now boasts a 55,000 sq. ft. state-of-the-art stainless steel food grade blending facility and laboratory along with an 89,140 sq. ft. warehouse and office complex in Mt. Laurel, New Jersey. The new facilities allow InventeK to formulate, blend, package and store all of GETG's product lines. As of June 1, 2014, InventeK has produced, packaged, and has ready for delivery over 500,000 gallons of G-CLEAN(r) Well Wake-Up!(tm) Well Service Products. "We anticipate a huge demand for our oil field proven ultimate biodegradable extremely effective well stimulation products," said Mr. Jeffrey Loch, president and founder of Green Earth Technologies. "Gaining access to these proven 'green' formulations will help us address 'performance' as well as the growing environmental concerns facing this industry while restoring shareholder value to Green Earth Technologies." "We have had experts in oil technologies from all over the world meet or speak to Dr. Andrecola about his unique chemistry and they have been amazed that this green, environmentally safe technology works as well or better than the highly toxic alternatives," says Walter Raquet, Interim CEO of Green Earth Technologies. A copy of the Intellectual Property Exclusive License and Distribution Agreement dated as of May 20, 2014, is available for free at http://is.gd/xqz4PJ A copy of the press release announcing the transaction is available for free at http://is.gd/vutlrL About Green Earth Technologies White Plains, N.Y.-based Green Earth Technologies, Inc. (OTC QB: GETG) -- http://www.getg.com/-- markets, sells and distributes bio-degradable performance and cleaning products. The Company's product line crosses multiple industries including the automotive aftermarket, marine and outdoor power equipment markets. Green Earth reported a net loss of $6.59 million on $8.03 million of net sales for the year ended June 30, 2013, as compared with a net loss of $11.26 million on $7.38 million of net sales during the prior year. The Company's balance sheet at March 31, 2014, showed $10.30 million in total assets, $26.76 million in total liabilities and a $16.46 million total stockholders' deficit. Friedman LLP, in East Hanover, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company's losses, negative cash flows from operations, working capital deficit, related party note currently in default and its ability to pay its outstanding liabilities through fiscal 2014 raise substantial doubt about its ability to continue as a going concern. GSE ENVIRONMENTAL: To Pay Critical Vendors Up to $4.1 Million ------------------------------------------------------------- Judge Mary F Walrath of the U.S. Bankruptcy Court for the District of Delaware entered an order authorizing GSE Environmental Inc. and its debtor-affiliates to pay certain prepetition claims of critical vendors not to exceed $4.1 million. As reported in the Troubled Company Reporter on May 9, 2014, the Debtors identified 20 vendors as critical vendor candidates. The $4.1 million owed to critical vendors is s 22% of the Debtors' accrued and trade payables of $18.2 million. About GSE Environmental GSE Environmental -- http://www.gseworld.com-- is a global manufacturer and marketer of geosynthetic lining solutions, products and services used in the containment and management of solids, liquids and gases for organizations engaged in waste management, mining, water, wastewater and aquaculture. Headquartered in Houston, Texas, USA, GSE maintains sales offices throughout the world and manufacturing facilities in the US, Chile, Germany, Thailand, China and Egypt. GSE Environmental, Inc. and its affiliates filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11126) on May 4, 2014 as part of a restructuring support agreement with their lenders. The Debtors are seeking joint administration of their Chapter 11 cases. GSE announced an agreement with its lenders to restructure its balance sheet by converting all of its outstanding first lien debt to equity, leaving the Company well-positioned for long-term growth and profitability. The Company has tapped Kirkland & Ellis LLP and Pachulski Stang Ziehl & Jones LLP as counsel, Alvarez & Marsal North America, LLC, as restructuring advisor, and Moelis & Company, as financial advisor. The first lien lenders are represented by Wachtell, Lipton, Rosen & Katz. Prime Clerk is the Debtors' claims agent. Cantor Fitzgerald Securities as agent for a consortium of DIP lenders is represented by Nathan Z. Plotkin, Esq., at Shipman & Goodwin LLP, in Hartford, Connecticut. The DIP Lenders are represented by Scott K. Charles, Esq., Emily D. Johnson, Esq., and and Neil K. Chatani, Esq., at Wachtell, Lipton, Rosen & Katz, in New York. The local Delaware counsel to the DIP Lenders and the DIP Agent is Russell C. Silberglied, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware. GSE Environmental's non-U.S. subsidiaries are not included in the U.S. Chapter 11 filings and will continue to operate in the ordinary course without interruption. HEALOGICS INC: S&P Affirms 'B' CCR & Removes From CreditWatch Neg. ------------------------------------------------------------------ Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Jacksonville, Fla.-based Healogics Inc. and removed this rating from CreditWatch negative, where S&P placed it on May 23, 2014. The outlook is negative. S&P assigned its 'B' corporate credit rating to CDRH Parent Inc., the indirect parent of Healogics Inc. At the same time, S&P assigned its 'B' credit rating and '4' recovery rating to CDRH Parent's new $100 million revolving credit facility and $400 million first-lien term loan. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery of principal in the event of payment default. S&P also assigned its 'CCC+' credit rating and '6' recovery rating to its new $220 million second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible (0% to 10%) recovery of principal in the event of payment default. CDRH Parent will issue this debt initially and Healogics will become a co-issuer. S&P's issue-level ratings on Healogics' existing debt are unchanged. S&P expects this debt to be redeemed as part of the transaction, at which time it will withdraw these ratings. "Healogics provides outsourced wound care under contracts with hospitals (90% of 2013 revenue) and it manufactures and markets hyperbaric oxygen therapy chambers (HBOTCs) used in the treatment of wounds and other medical conditions," said credit analyst Gail Hessol. "The rating continues to reflect our "weak" assessment of Healogics' business risk profile, unchanged as a result of the transaction, based on the very narrow scope of the company's business, its inherent vulnerability to changes in third-party payments to Healogics' customers, and uncertainties about the long-term trend to outsource wound care. We assess Healogics' financial risk profile as "highly leveraged", reflecting our expectation that adjusted leverage will remain more than 8x into 2016." S&P's negative outlook on Healogics reflects risks that the company may not meet its expectations for EBITDA and cash flow generation over the next few quarters. Downside scenario S&P could lower its rating if it concludes that 2014 or 2015 EBITDA will be significantly below $70 million per year or the company has a persistent cash flow deficit. This could result from lower clinic utilization, more contract losses or more intense price pressure than S&P expects in the wound care business, continued declines in HBOTC volume, or bigger HSP losses than S&P expects. Upside scenario S&P could revise the outlook to stable if it gains confidence the company will meet or exceed our base case expectations. This includes quarterly EBITDA near $20 million (excluding transaction costs) in the remainder of 2014. HILLSHIRE BRANDS: Fitch Retains 'B' Ratings Over Tyson Foods Offer ------------------------------------------------------------------ According to Fitch Ratings, the ratings and Evolving Watch on the ratings of The Hillshire Brands Co. (Hillshire; NYSE:HSH) are currently unaffected by Tyson Foods, Inc.'s (Tyson; NYSE: TSN: 'BBB/Stable') June 8, 2014 unilateral binding offer to acquire Hillshire for $63 per share in cash or approximately $8.6 billion including Hillshire's net debt. The proposal, which is contingent on Hillshire terminating its definitive agreement to acquire Pinnacle Foods, Inc. (Pinnacle; NYSE: PF), includes the $163 million breakup fee payable to Pinnacle. The bidding process was concluded and Pilgrim's Pride Corp. withdrew its proposal to acquire Hillshire. Tyson's offer represents a 69% premium over Hillshire's stock price on May 9, the day prior to Hillshire's announced agreement to acquire Pinnacle. However, Hillshire's board of directors has not approved Tyson's offer, has not changed its recommendation regarding its acquisition of Pinnacle, and is not making any recommendation with respect to Tyson's offer. Fitch expects to resolve the Rating Watch Evolving on Hillshire's ratings upon further clarity on its agreement with Pinnacle and potential acquisition by Tyson. A Hillshire/Pinnacle combination could result in an additional downgrade. However, based on Fitch's parent-subsidiary linkage criteria, upside exists for Hillshire's ratings if it is acquired by Tyson. Tyson's offer will remain in effect until the earlier of the termination of Hillshire's agreement with Pinnacle or Dec. 12, 2014. RATING SENSITIVITIES Future developments that may lead to a positive rating action include: -- A definitive agreement to be acquired by Tyson, which is rated 'BBB'/Stable Outlook, given Fitch's parent-subsidiary linkage criteria. Future developments that may lead to a downgrade to 'BB-' include: -- Hillshire remaining independent and proceeding with the acquisition of Pinnacle, as currently proposed; -- Fitch's analysis of its final projections under a Hillshire/Pinnacle transaction that results in total debt-to- operating EBITDA remaining at or above the 4.5x range within 18-24 months of transaction closing due to the lack of sufficient free cash flow to achieve lower leverage. Fitch currently rates Hillshire as follows: -- Long-term IDR 'BB'; -- Senior unsecured notes 'BB'; -- Bank credit facility 'BB'; -- Short-term IDR 'B'; -- Commercial paper 'B'. The Rating Watch is Evolving. At March 29, 2014, Hillshire had $942 million of total debt. HOLLY HILL COMMUNITY CHURCH: Files for Chapter 11 in Los Angeles ---------------------------------------------------------------- Holly Hill Community Church, a protestant church in Los Angeles, filed for Chapter 11 protection (Bankr. C.D. Cal. Case No. 14-21070) on June 5, 2014, without stating a reason. Holly Hill, a California non-profit corporation incorporated for the purposes of conducting religious activities as a protestant Christian church, disclosed $20 million in assets and $12 million in debt. The formal schedules of assets and liabilities and statement of financial affairs are due June 19, 2014. John Jenchun Suh, the pastor and CEO of the church, signed the bankruptcy petition. W. Dan Lee of the Lee Law Offices, in Los Angeles, is representing the church in its restructuring effort. Downtown Capital LLC and Parker Shumaker Mills LLP are some of the unsecured creditors. HYDROCARB ENERGY: Amends Current Report to Add Exhibits ------------------------------------------------------- Hydrocarb Energy Corporation previously filed a current report with the U.S. Securities and Exchange Commission, on Dec. 3, 2013, to disclose entry into a Stock Exchange Agreement dated as of Nov. 27, 2013, by and among Duma Energy Corp., Hydrocarb Corporation, the holders of 100 percent of the shares of common stock and preferred stock of HCN, and the holders of rights to acquire DUMA common stock. This transaction will make HCN a wholly-owned subsidiary of DUMA. The Company amended the Report to add these exhibits: 10.1 Stock Exchange Agreement http://is.gd/AI0lQz 10.2 Exhibit A to Stock Exchange Agreement http://is.gd/kAKzE2 10.3 Exhibit B to Stock Exchange Agreement http://is.gd/8WUPfo About Hydrocarb Energy Hydrocarb Energy, formerly known as Duma Energy Corp, is a publicly-traded Domestic and International energy exploration and production company targeting major under-explored oil and gas projects in emerging, highly prospective regions of the world. With exploration concessions in Africa, production in Galveston Bay and Oil Field Services in the United Arab Emirates, the Company maintain offices in Houston, Texas, Abu Dhabi, UAE and Windhoek, Namibia. Duma Energy incurred a net loss of $40.47 million for the year ended July 31, 2013, a net loss of $4.57 million for the year ended July 31, 2012, and a net loss of $10.28 million for the year ended July 31, 2011. As of July 31, 2013, the Company had $26.27 million in total assets, $16.91 million in total liabilities and $9.36 million in total stockholders' equity. ISC8 INC: Incurs $4.6 Million Net Loss in Second Quarter -------------------------------------------------------- ISC8 Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.60 million on $78,000 of revenues for the three months ended March 31, 2014, as compared with a net loss of $9.59 million on $102,000 of revenues for the same period in 2013. For the six months ended March 31, 2014, the Company reported a net loss of $5.11 million on $171,000 of revenues as compared with a net loss of $11.75 million on $196,000 of revenues for the same period last year. As of March 31, 2014, the Company had $3.12 million in total assets, $12.66 million in total liabilities and a $9.53 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/aRS1Jf About ISC8 Inc. Costa Mesa, California-based ISC8 Inc. is engaged in the design, development, manufacture and sale of a family of security products, consisting of cyber security solutions for commercial and U.S. government applications, secure memory products, some of which utilize technologies that the Company has pioneered for three-dimensional ("3-D") stacking of semiconductors, systems in a package ("Systems in a Package" or "SIP"), and anti-tamper systems. The Company reported a net loss of $28.02 million on $501,000 of revenues in fiscal year ended Sept. 30, 2013, compared with a net loss of $19.7 million in fiscal year ended Sept 30, 2012. Squar, Milner, Peterson, Miranda & Williamson, LLP, in their audit report on the consolidated financial statements for the year ended Sept. 30, 2013, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has negative working capital of $29.7 million and a stockholders' deficit of $55.5 million. ISTAR FINANCIAL: S&P Assigns 'B+' Rating to 3 & 5-Yr. Unsec. Notes ------------------------------------------------------------------ Standard & Poor's Ratings Services said it assigned its 'B+' ratings on iStar Financial Inc.'s proposed issuance of three- and five-year unsecured notes. At the same time, S&P affirmed its 'B+' long-term issuer credit rating on iStar. The outlook remains stable. "iStar's issuance of $1.32 billion of unsecured debt and subsequent paydown of roughly an equal amount of secured debt will improve the company's liquidity and financial flexibility by extending its debt maturities and unencumbering a substantial portion of its balance sheet," said Standard & Poor's credit analyst Brendan Browne. Following the proposed transactions, more than 80% of the company's assets will be unencumbered--up from just over half--and unsecured debt maturing in 2017 and 2019 will replace the $1.3 billion of secured debt due in 2017. "Despite these improvements, we are maintaining our 'B+' rating on iStar because of the considerable challenges the company still faces to improve its earnings and work through the large portfolios of land and operating properties that it obtained through foreclosure," said Mr. Browne. The land portfolio, in particular, has had a large drag on earnings, and S&P believes the company is operating at a loss even excluding nonrecurring items. The stable outlook reflects S&P's expectation that iStar will report losses at least through 2014, but will make further progress in improving, leasing out, and selling portions of its portfolio of operating properties. The company will also incur more expenses on its land portfolio but may increase its sale of lots. Lastly, its originations of new loans and leases should rise in 2014 and 2015. S&P believes that iStar will ultimately return to profitability, once it has resolved a larger portion of the problems relating to its portfolios of land and operating properties. However, it is difficult to forecast how long the company will take to sell a significant portion of those properties or generate additional income from them, which would remove their drag on earnings. KEMET CORP: Files Conflict Minerals Report with SEC --------------------------------------------------- KEMET Corporation filed with the U.S. Securities and Exchange Commission a specialized disclosure report on Form SD pursuant to Rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to Dec. 31, 2013. The Securities and Exchange Commission, in August 2012, adopted a rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country. A copy of the Conflict Minerals Report is available for free at: http://is.gd/Ykpz8q About KEMET KEMET, based in Greenville, South Carolina, is a manufacturer and supplier of passive electronic components, specializing in tantalum, multilayer ceramic, film, solid aluminum, electrolytic, and paper capacitors. KEMET's common stock is listed on the NYSE under the symbol "KEM." The Company's balance sheet at March 31, 2014, showed $843.01 million in total assets, $620.08 million in total liabilities and $222.93 million in total stockholders' equity. * * * As reported by the TCR on March 26, 2013, Moody's Investors Service downgraded KEMET Corp.'s Corporate Family Rating to Caa1 from B2 and the Probability of Default Rating to Caa1-PD from B2- PD based on Moody's expectation that KEMET's liquidity will be pressured by maturing liabilities and negative free cash flow due to the interest burden and continued operating losses at the Film and Electrolytic segment. As reported by the TCR on Aug. 9, 2013, Standard & Poor's Ratings Services lowered its corporate credit rating on Simpsonville, S.C.-based KEMET Corp. to 'B-' from 'B+'. "The downgrade is based on continued top-line and margin pressures and lagging results from the restructuring of the Film & Electrolytic [F&E] business, which combined with cyclical weak end-market demand, has resulted in sustained, elevated leverage well in excess of 5x, persistent negative FOCF, and diminishing liquidity," said Standard & Poor's credit analyst Alfred Bonfantini. LEVEL 3: Consulting Agreement with Thomas Stortz Reinstated ----------------------------------------------------------- In connection with Thomas C. Stortz's retirement effective June 1, 2014, as executive vice president, chief administrative officer and secretary, the suspension of his Feb. 6, 2011, consulting agreement was automatically lifted, and the consulting agreement was reinstated for the remaining 10 months of its term. In relation to Mr. Stortz rejoining the Company in June 2011, his consulting agreement dated Feb. 6, 2011, with Level 3 Communications, LLC, a wholly owned subsidiary of the Level 3 Communications, Inc., was modified to suspend the remaining term of that agreement until Mr. Stortz's employment with the Company or any of its subsidiaries terminated. The parties to the consulting agreement entered into a Second Amendment to Consulting Agreement, dated as of June 2, 2014, to: (a) substitute 15,596 Performance Restricted Stock Units for the outperform stock appreciation rights instruments ("OSOs") that were to be delivered to Mr. Stortz as partial consideration for his consulting services, because the Company no longer issues OSOs; (b) adjust the Restricted Stock Unit awards provided to Mr. Stortz to 15,596 on account of the 1-for-15 reverse stock split that the Company implemented effective in October, 2011; (c) extend Mr. Stortz' non-competition and non-solicitation obligations until July 1, 2015; and (d) obtain a current release of liability in favor of the Company. A full-text copy of the Second Amendment to Consulting Agreement is available for free at http://goo.gl/k73tgu About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million in 2013, a net loss of $422 million in 2012 and a net loss of $756 million in 2011. The Company's balance sheet at March 31, 2014, the Company had $12.88 billion in total assets, $11.29 billion in total liabilities and $1.59 billion in total stockholders' equity. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. As reported by the TCR on June 5, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Broomfield, Colo.- based global telecommunications provider Level 3 Communications Inc. to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. LOUISIANA RIVERBOAT: Plan Effective Date Occurred on April 30 ------------------------------------------------------------- The effective date of the joint Chapter 11 plan for Louisiana Riverboat Gaming Partnership and its debtor affiliates occurred on April 30, 2014. On April 25, 2014, after the April 28 hearing to consider the Debtors' motion for order in aid of consummation of the Plan. As reported by the Troubled Company Reporter on July 10, 2013, the Hon. Stephen V. Callaway of the U.S. Bankruptcy Court for the Western District of Louisiana confirmed the Plan, which provides that, on the Effective Date, new interests will be issued to first lien lenders from whom the Debtors owed $181.2 million. A full- text copy of the Plan, dated June 26, 2013, is available at: http://bankrupt.com/misc/LOUISIANARIVERBOATplan0626.pdf The Court entered on April 28, 2014, an order granting the Debtors' motion for order in aid of consummation of the Plan. A copy of the order is available for free at http://is.gd/0vgFB8 On April 30, 2014, the ad hoc group of first lien lenders and the Reorganized Debtors entered into a stipulation and agreement with respect to the consummation of the Plan. The Parties stipulated that, among other things, the Reorganized Debtors, after the occurrence of the Effective Date, will: (i) assume and pay in full all unpaid fees and expenses due to or incurred by professionals for the Debtors through the Effective Date, including the fees and expenses of Kasowitz, Benson, Torres, & Friedman, LLP in the ordinary course of business; and (ii) assume and pay in full the reasonable fees and expenses due to or incurred by the first lien ad hoc group's professionals, Houlihan, Lokey, Howard & Zukin Capital, Inc., through the Effective Date of the Plan in the ordinary course of business. The transaction fee due to Houlihan Lokey will be paid in five successive monthly installments of $100,000 each beginning on the Effective Date until paid in full. A copy of the Stipulation is available for free at: http://is.gd/HuU5uX The Court entered on May 2, 2014, an order granting the Debtors' motion to estimate and allow the scheduled claim of Kim Evans in the amount of $1,000 and to disallow all other amounts sought. The Court ordered that, subject to the occurrence of the Effective Date of the Plan, except for any recovery due on account of the Evans Claim under the Plan, Evans is ?permanently enjoined after the Confirmation Date from: (i) commencing, conducting or continuing in any manner, directly or indirectly, any suit, action or other proceeding of any kind against or affecting the Debtors, the Reorganized Debtors, or any of their property, the released parties, or any direct or indirect transferee of any property of or direct or indirect successor in interest to, any of the foregoing persons or any property of any transferee or successor . . ." related to the Evans Claim; and that any pending litigation related to the Evans Claim commenced by Evans against the Debtors, or anyone liable with or for the Debtors, including the insurers, is permanently enjoined from further prosecution. About Legends Gaming Legends Gaming LLC, owns gaming facilities located in Bossier City, Louisiana, and Vicksburg, Mississippi, operating under the DiamondJack's trade name. Legends Gaming LLC, and five related entities, including Louisiana Riverboat Gaming Partnership, filed Chapter 11 petitions (Bankr. W.D. La. Case No. 12-12013) in Shreveport, Indiana, on July 31, 2012, to sell the business for $125 million to Global Gaming Solutions LLC, absent higher and better offers. Legends Gaming acquired the business from Isle of Capri Casinos Inc., in 2006 for $240 million. After breaching covenant with lenders, the Debtors in March 2008 sought Chapter 11 protection, jointly administered under Louisiana Gaming Partnership (Case No. 08-10824). The Debtors emerged from bankruptcy in September 2009 and retained ownership and operation of two "DiamondJacks" hotels and casinos in Bossier City and Vicksburg. The Plan restructured $162.1 million owed to the first lien lenders and $75 million owed to secured lien lenders, which would be paid in full, with interest, over time. The Debtors' properties comprise 60,000 square feet of gaming space with 1,913 slot machines, 48 table games and 693 hotel rooms. Revenues in fiscal 2011 were $99.8 million in Louisiana and $39.7 million in Mississippi. As of July 31, 2012, first lien lenders are owed $181.2 million and second lien lenders are owed $114.7 million. Louisiana Riverboat Gaming Partnership disclosed $104,846,159 in assets and $298,298,911 in liabilities as of the Chapter 11 filing. Attorneys at Heller, Draper, Hayden Patrick & Horn serve as counsel to the Debtors. Sea Port Group Securities, LLC is the financial advisor. Kurtzman Carson Consultants LLC as is the claims and notice agent. The Debtors have tapped Jenner & Block LLP as special counsel. The primary purposes of the Plan are: (i) to provide for the sale of substantially all of the Debtors' assets to Global Gaming Legends, LLC, a Delaware limited liability company, Global Gaming Vicksburg, LLC, a Delaware limited liability company and Global Gaming Bossier City, LLC, a Delaware limited liability company, pursuant to a certain Purchase Agreement dated as of July 25, 2012; and (ii) to provide for payments and distributions to creditors. MILESTONE SCIENTIFIC: Five Directors Re-elected to Board -------------------------------------------------------- Milestone Scientific Inc. held its 2014 annual meeting of stockholders on June 4, 2014, at which the stockholders elected five incumbent directors to serve until the next annual meeting of the Company's stockholders or until their respective successors have been duly elected and qualified, namely: (1) Leslie Bernhard, (2) Leonard A. Osser, (3) Pablo Felipe Serna Cardenas, (4) Leonard M. Schiller, and (5) Gian Domenico Trombetta. The stockholders also approved, on an advisory basis, the appointment of Baker Tilly Virchow Krause LLP as the Company's independent auditors for the 2014 fiscal year. About Milestone Scientific Livingston, N.J.-based Milestone Scientific Inc. is engaged in pioneering proprietary, innovative, computer-controlled injection technologies and solutions for the medical and dental markets. Milestone Scientific reported net income of $1.46 million in 2013, as compared with a net loss of $870,306 in 2012. Baker Tilly Virchow Krause, LLP, in New York, issued "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 since inception, which raises substantial doubt about its ability to continue as a going concern. The Company's balance sheet at March 31, 2014, showed $8.09 million in total assets, $2.20 million in total liabilities, all current and $5.88 million in total stockholders' equity. MONTREAL MAINE: Court Sets June 30 as Plan Moratorium Period ------------------------------------------------------------ Bankruptcy Judge Louis H. Kornreich entered an order regarding the motion and the cross-border insolvency protocol of Robert J. Keach, Esq., the Chapter 11 trustee for Montreal Maine & Atlantic Railway, Ltd., to establish (i) a moratorium on plan proceedings; (ii) a settlement process; and (iii) a plan process in the event of multiple plans. The Court set that until June 30, 2014 -- the Moratorium Period -- no party will proceed with respect to any filed plan, file any plan or disclosure statement, file any additional or amended plan or disclosure statement, or attempt to schedule hearings with respect to any plan or disclosure statement, and any scheduled hearings with respect to any plan or disclosure statement are adjourned and continued without day, pending further order of the Court. Previously, the Court disapproved the Disclosure Statement for the Amended Chapter 11 Plan dated Jan. 29, 2014, proposed by the Unofficial Committee of Wrongful Death Claimants. The Chapter 11 trustee and other parties had objected to the adequacy of the Disclosure Statement. The trustee, in its objection, stated that the Claimants' Amended Plan is allegedly being proposed by entirely different plan proponents and is, therefore, an entirely different plan. The new proponents of the Amended Plan must comply anew with all applicable provisions of the Bankruptcy Code relating to the plan process, including the disclosure requirements dictated by Section 1125 of the Bankruptcy Code. As reported by The Troubled Company Reporter, the unofficial committee -- consisting of the representatives of the probate estates of the 47 victims in the Lac-Megantic, Quebec derailment - - proposed a plan that will distribute 75% of the $25 million in insurance recoveries to those who died, and 25% to people whose property was damaged or destroyed. Another proposal is before the Canadian court overseeing the Debtor's bankruptcy proceeding. In Canada, lawyers for a class of 1,500 damage victims advocate a distribution under Canadian law giving the entire $25 million to victims, and nothing to lawyers. The Canadian proposal also calls for distributing the $14.3 million realized from selling the railroad to claimants under Canadian law. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. MONTREAL MAINE: Granted More Time to Decide on Unexpired Leases --------------------------------------------------------------- The Bankruptcy Court granted Robert J. Keach, Esq., the Chapter 11 trustee for Montreal Maine & Atlantic Railway, Ltd., an additional 90-day extension of the period to assume or reject certain non- residential real property leases. The Chapter 11 trustee, in its motion, stated that the extension will ensure that the status quo is maintained pending the closing on the sale of all or substantially all of the Debtor's assets to Railroad Acquisition Holdings, LLC. The trustee said that the purchaser intends to assume some or all of the leases. The Chapter 11 trustee is represented by: D. Sam Anderson, Esq. Michael A. Fagone, Esq. BERNSTEIN, SHUR, SAWYER & NELSON 100 Middle St. P.O. Box 9729 Portland, ME 04104-5029 Tel: (207) 774-1200 As reported in the Troubled Company Reporter on March 18, 2014, the Debtor is party to these residential real property leases: (a) land easement dated May 25, 1993 with Arlene L. Larson to install underground communications transmission system; (b) land easement dated May 26, 1993 with the town of Medford, Maine, to install underground communications transmission system; (c) commercial lease dated August 1, 2004 with Larry Springer for a building in Hernon, Maine; (d) ground lease dated May 14, 2013 with the Jackman Utility District for loading and unloading railcars; (e) lease dated January 24, 2014 with Judy L. Dionne for land on which the Debtor's radio tower is located; (f) lease dated April 1, 2003 with Cole Land Company for land on which the Debtor's radio tower is located; and (g) lease renewal dated July 19, 2012 with Thomas and Eva Young for land on which the Debtor's radio tower is located. Sam Anderson, Esq., at Bernstein, Shur, Sawyer & Nelson, in Portland, Maine, who represents Mr. Keach, explains that the sale of substantially all of Montreal Maine & A assets to Railroad Acquisition Holdings, LLC, is expected to close sometime in March 2014. Railroad Acquisition has indicated its intent to assume certain contracts including the leases. The underground easements and radio tower land leases would be difficult to re-rent in the marketplace, Mr. Anderson explains, thus, the lessors will not be prejudiced with an extension. All lease counterparties except for the Youngs, which they were not able to reach, have verbally consented to the requested extension, adds Mr. Anderson. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. MONTREAL MAINE: Trustee Loses Bid to Strike Tax Credit Findings --------------------------------------------------------------- Bankruptcy Judge Louis H. Kornreich denied the motion of Robert J. Keach, the Chapter 11 trustee for Montreal Maine & Atlantic Railway, Ltd., to amend or strike the findings of fact made by the Court on the record at the March 13, 2014 hearing in relation to its motion for order authorizing the assignment of tax credits. The Chapter 11 trustee, in its motion, explained that the findings were unnecessary for the relief granted in the decision and order, and are not supported by the evidence presented. At the March 13 hearing, the Court indicated that it intended to rule on the issue of Wheeling & Lake Erie Railway Company's interest in and to the proceeds of the Track Maintenance Agreement, and would state its findings and conclusions in relation to that ruling on the record, as opposed to issuing a detailed written decision. The Court acknowledged that Wheeling had been assigned the burden of proof and the burden of going forward with respect to the extent and validity of its interest in and to the Net Funds. About Montreal Maine Montreal, Maine & Atlantic Railway Ltd., the railway company that operated the train that derailed and exploded in July 2013, killing 47 people and destroying part of Lac-Megantic, Quebec, sought bankruptcy protection in U.S. Bankruptcy Court in Bangor, Maine (Case No. 13-10670) on Aug. 7, 2013, with the aim of selling its business. Its Canadian counterpart, Montreal, Maine & Atlantic Canada Co., meanwhile, filed for protection from creditors in Superior Court of Quebec in Montreal. Robert J. Keach, Esq., at Bernstein, Shur, Sawyer, and Nelson, P.A., has been named as chapter 11 trustee. His firm serves as his chapter 11 bankruptcy counsel, led by Michael A. Fagone, Esq., and D. Sam Anderson, Esq. Development Specialists, Inc., serves as the Chapter 11 trustee's financial advisor. Gordian Group, LLC, serves as the Chapter 11 Trustee's investment banker. U.S. Bankruptcy Judge Louis H. Kornreich has been assigned to the U.S. case. The Maine law firm of Verrill Dana served as counsel to MM&A. It now serves as counsel to the Chapter 11 Trustee. Justice Martin Castonguay oversees the case in Canada. The Canadian Transportation Agency suspended the carrier's operating certificate after the accident, due to insufficient liability coverage. The town of Lac-Megantic, Quebec, has sought financial aid to restore the gutted community and a civil complaint alleges a failure to take steps to prevent a derailment. In the Canadian case, Andrew Adessky at Richter Consulting has been appointed CCAA monitor. The CCAA Monitor is represented by Sylvain Vauclair at Woods LLP. MM&A Canada is represented by Patrice Benoit, Esq., at Gowling LaFleur Henderson LLP. The U.S. Trustee appointed a four-member official committee of derailment victims. The Official Committee is represented by: Richard P. Olson, Esq., at Perkins Olson; and Luc A. Despins, Esq., at Paul Hastings LLP. There's also an unofficial committee of wrongful death claimants consisting of representatives of the estates of the 46 victims. This group is represented by George W. Kurr, Jr., Esq., at Gross, Minsky & Mogul, P.A.; Daniel C. Cohn, Esq., at Murtha Cullina LLP; Peter J. Flowers, Esq., at Meyers & Flowers, LLC; Jason C. Webster, Esq., at The Webster Law Firm; and Mitchell A. Toups, Esq., at Weller, Green Toups & Terrell LLP. After the U.S. Trustee formed the Official Committee, the ad hoc committee filed papers asking the U.S. Court to have the official committee disbanded. The ad hoc group said it represents 46 victims of the disaster. On Jan. 23, 2014, the Debtors won authorization to sell substantially all of their assets to Railroad Acquisition Holdings LLC, an affiliate of New York-based Fortress Investment Group, for $15.7 million. The Bankruptcy Courts in the U.S. and Canada approved the sale. The Fortress unit is represented by Terence M. Hynes, Esq., and Jeffrey C. Steen, Esq., at Sidley Austin LLP. On Jan. 29, 2014, an ad hoc group of wrongful-death claimants submitted a plan, which would give 75% of the $25 million in available insurance to the families of those who died after an unattended train derailed in Lac-Megantic, Quebec, in July. The other 25% would be earmarked for claimants seeking compensation for property that was damaged when much of the town burned. Former U.S. Senator George Mitchell, a Democrat who represented Maine in the U.S. Senate from 1980 to 1995 and who is now chairman emeritus of law firm DLA Piper LLP, would administer the plan and lead the effort to wrap up MM&A's Chapter 11 bankruptcy. As reported by the Troubled Company Reporter on April 3, 2014, Judge Kornreich ruled that the unofficial committee of wrongful death claimants and its counsel have failed to comply with Rule 2019 of the Federal Rules of Bankruptcy Procedure, and as a result of that failure, the Unofficial Committee and its counsel will not be heard on any pending matter in the case. As reported by the TCR on April 11, 2014, Judge Kornreich rejected the disclosure statement for the Plan filed by the ad hoc group of wrongful-death claimants, holding that the Plan is flawed and unconfirmable. MONROVIA MYRTLE: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Monrovia Myrtle, LLC, Debtor 8491 Sunset Boulevard, Suite 248 Los Angeles, CA 90069 Case No.: 14-21299 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court Central District of California (Los Angeles) Debtor's Counsel: Simon Aron, Esq. WOLF, RIFKIN, SHAPIRO & SCHULMAN LLP 11400 W Olympic Blvd 9th Fl Los Angeles, CA 90064-1565 Tel: 310-478-4100 Fax: 310-479-1422 Email: saron@wrslawyers.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Theodore Fox, manager. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-21299.pdf MORNINGSTAR MARKETPLACE: Court Okays Francis Musso as Accountant ---------------------------------------------------------------- Morningstar Marketplace, Ltd. sought and obtained permission from the Hon. Mary D. France of the U.s. Bankruptcy Court for the Middle District of Pennsylvania to employ Francis C. Musso, CPA as accountant, nunc pro tunc to Apr. 4, 2014. The professional services to be rendered by the accountant include but are not limited to: (a) providing the Debtor with accounting advice during the continued operation of its business and management of its property; and (b) preparing and filing on the Debtor's behalf, as accountant, documents for the Debtor as Debtor-in-Possession which may be necessary. All charges will be billed at the accountant's standard hourly rates otherwise for comparable work performed by the accountant such rates currently being, Francis C. Musso, CPA, MPA, $250 and $60 to $125 for support staff, including individuals involved in data entry. Francis C. Musso will also be reimbursed for reasonable out-of- pocket expenses incurred. Mr. Musso 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 Debtor amended the application after Roberta A. De Angelis, the U.S. Trustee, objected to the Debtor's application to employ Mr. Musso nunc pro tunc to Feb. 3, 2014. The U.S. Trustee said that no professional is entitled to receive compensation for services rendered prior to Court approval of his or her employment. The Accountant can be reached at: Francis C. Musso, CPA, MPA 2006 Marietta Avenue Lancaster, PA 17603 Tel: (717) 397-2212 Fax: (717) 397-5040 About Morningstar Marketplace Morningstar Marketplace, LTD, operator of a flea market business in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014. Judge Mary D France presides over the case. Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the Debtor. The Debtor estimated $100 million to $500 million in assets and liabilities. MORNINGSTAR MARKETPLACE: Court Approves KW Commercial as Broker --------------------------------------------------------------- Morningstar Marketplace, Ltd. sought and obtained permission from the Hon. Mary D. France of the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ KW Commercial/Keller Williams of Central PA East as broker for the sale of the Debtor's real property and the business. The Debtor's real property is located at 5309 Lincoln Highway W., Thomasville, PA 17364. The Debtor elected to jointly sell the real property as well as the assets of Morningstar Solar LLC and Morningstar Marketplace, Inc. as a going concern. KW Commercial will charge a commission of 6% of the sale price. KW Commercial's 6% commission is to be split evenly with a buyer's agent. The parties' Listing Contract will expire on Mar. 31, 2015. KW Commercial can be reached at: KW Commercial 1221 S. Mopac Expy., Ste. 400 Austin, TX 78746 Tel: (512) 327-3070 Fax: (512) 328-1433 About Morningstar Marketplace Morningstar Marketplace, LTD, operator of a flea market business in St. Thomas, Pennsylvania, filed a Chapter 11 bankruptcy petition (Bankr. M.D. Pa. Case No. 14-00451) in Harrisburg on Feb. 3, 2014. Judge Mary D France presides over the case. Attorneys at Smigel, Anderson & Sacks, LLP serve as counsel to the Debtor. The Debtor estimated $100 million to $500 million in assets and liabilities. N-VIRO INTERNATIONAL: Incurs $1.6 Million Net Loss in 2013 ---------------------------------------------------------- N-Viro International Corporation filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.64 million on $3.37 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.63 million on $3.58 million of revenues during the prior year. As of Dec. 31, 2013, N-Viro International had $1.77 million in total assets, $2.41 million in total liabilities and a $636,932 total stockholders' deficit. UHY LLP, in Farmington Hills, 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, negative cash flow from operations and net working capital deficiency raise substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://goo.gl/2rI8ev About N-Viro International Toledo, Ohio-based N-Viro International Corporation owns and sometimes licenses various N-Viro processes and patented technologies to treat and recycle wastewater and other bio-organic wastes, utilizing certain alkaline and mineral by-products produced by the cement, lime, electrical generation and other industries. NEWLEAD HOLDINGS: MGP Seeks Additional 5.2MM Settlement Shares -------------------------------------------------------------- MG Partners Limited, on June 2, 2014, requested 2,500,000 additional settlement shares and on June 3, 2014, MGP requested 2,700,000 additional settlement Shares pursuant to the terms of a settlement agreement approved approved by the Supreme Court of the State of New York, County of New York. Following the issuances of the above amounts, NewLead Holdings Ltd. will have approximately 35,061,763 shares outstanding, which outstanding amount includes recent share issuances related to previously issued convertible notes and partial conversions of outstanding preferred stock. On Dec. 2, 2013, the Supreme Court entered an order approving, among other things, the fairness of the terms and conditions of an exchange pursuant to Section 3(a)(10) of the Securities Act of 1933, as amended, in accordance with a stipulation of settlement among NewLead Holdings Ltd., Hanover Holdings I, LLC, and MG Partners Limited, in the matter entitled Hanover Holdings I, LLC v. NewLead Holdings Ltd., Case No. 160776/2013. Hanover commenced the Action against the Company on Nov. 19, 2013, to recover an aggregate of $44,822,523 of past-due indebtedness of the Company, which Hanover had purchased from certain creditors of the Company pursuant to the terms of separate purchase agreements between Hanover and each of those creditors, plus fees and costs. The Order provides for the full and final settlement of the Claim and the Action. The Settlement Agreement became effective and binding upon the Company, Hanover and MGP upon execution of the Order by the Court on Dec. 2, 2013. Pursuant to the terms of the Settlement Agreement approved by the Order, on Dec. 2, 2013, the Company issued and delivered to MGP, as Hanover's designee, 3,500 shares of the Company's common stock, $5.00 par value. As previously reported, between Jan. 3, 2014, and May 30, 2014, the Company issued and delivered to MGP an aggregate of 7,258,000 Additional Settlement Shares pursuant to the terms of the Settlement Agreement approved by the Order. A full-text copy of the Form 6-K as filed with the U.S. Securities and Exchange Commission is available for free at: http://goo.gl/cgXlOR About NewLead Holdings Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss of $158.22 million on $7.34 million of operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $403.92 million on $8.92 million of operating revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $151.33 million in total assets, $292.68 million in total liabilities and a $141.34 million total shareholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a net loss, negative operating cash flows, a working capital deficiency, and shareholders' deficiency and has defaulted under its credit facility agreements. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. NGL ENERGY: Fitch's 'BB' IDR Not Affected by Pending $200MM Buyout ------------------------------------------------------------------ Fitch Ratings does not expect to change NGL Energy Partners LP's (NGL Energy) 'BB' Issuer Default Rating (IDR) or 'BB-' senior unsecured rating following the company's announcement that it has agreed to acquire TransMontaigne Inc., 19.7% of the outstanding LP units of TransMontaigne Partners LP, and certain associated entities for $200 million in cash. NGL plans to acquire TransMontaigne Inc., which holds the GP for TransMontaigne Partners L.P., 19.7% of outstanding LP units of TransMontaigne Partners L.P. and related entities. The transaction is expected to close in 3Q14 subject to regulatory approval. The assets are being acquired from affiliates of Morgan Stanley. The 'BB' rating is supported by NGL's strategy to operate with strong distribution coverage and diverse operations which are located throughout the U.S. Since NGL has significant senior secured debt ahead of the senior unsecured debt, the unsecured debt is notched down to 'BB-'. Concerns include NGL's short operating history and growth through numerous acquisitions since it was formed in 2010 and IPO'd in 2011. Fitch believes that acquisitions will continue to be significant for NGL as it seeks to expand its operations and increase distributions paid to unitholders. Other concerns include NGL's modest size, and the weather-linked volatility associated with the company's retail propane business which accounted for 34% of FY14 EBITDA. Following significant acquisition activity in FY2014, leverage as defined by Fitch as total debt to adjusted EBITDA was 6.4x as of FY2014 (fiscal year ends March 31), up from 4.2x at the end of FY2013. With the pending acquisition, Fitch forecasts leverage to be approximately 4.5x-5.0x at the end of FY2015 as recent past acquisitions contribute to EBITDA growth which should drive the leverage reduction. Furthermore, Fitch expects EBITDA growth to be more significant in the latter half of FY2015. Leverage expectations are viewed as appropriate by Fitch for NGL's 'BB' rating. Given NGL's aggressive acquisition strategy, maintenance of its rating will in large part depend on its willingness and ability to issue equity to help fund growth. NGL is focused on significant growth via organic projects and acquisitions. Fitch expects acquisitions to be NGL's larger focus as it enables the partnership to quickly ramp up in size and scale. The offset to this is that multiples paid for acquisitions are higher than organic growth projects. Prior to the announced transaction, management indicated that adjusted EBITDA should be in the range of $425-430 million in FY2015, up from $255 million in FY2014. In FY2015, it expects to see growth capex of approximately $500 million, up from $133 million in FY2014. In the current fiscal year, approximately 50% of spending is to be directed toward crude logistics, 40% water services and the remainder is for other NGL logistic projects. In FY2014, $1.3 billion of cash was spent on acquired assets. The most significant acquisition during the fiscal year was the December 2013 acquisition of the Gavilon assets which included crude oil terminals and a 50% stake in a crude oil pipeline which went into service in February 2014. NGL paid $832 million net in cash for the assets. Liquidity appears to be adequate although with the pending acquisition it is likely to be reduced absent capital market activity in the balance of the current quarter. As of yearend FY2014, cash on the balance sheet was approximately $10 million, the working capital facility had approximately $275 million undrawn and the expansion facility had $253 million undrawn. In late 2013, NGL increased the size of its secured revolving credit facility to $1.721 billion from $1.67 billion. The bank agreement is comprised of two facilities: a $935.5 million working capital facility which is restricted by a borrowing base and a $785.5 million expansion capital facility. The facility extends until 2018. Financial covenants in the bank agreement do not allow leverage (as defined by the bank agreement) to exceed 4.25x. With permitted acquisitions, this temporarily increases to 4.5x. As of FY2014 the bank-defined leverage ratio was approximately 3.0x. Interest coverage must exceed 2.75x and it was approximately 7.0x at the end of FY2014. The bank agreement allows working capital borrowings and letters of credit to be excluded from the leverage calculation. NGL gets pro forma EBITDA credit for acquisitions, which is typical for master limited partnership (MLP) bank agreements. The borrowing base is the sum of: all cash collateral, 85% of accounts receivable, 80% of inventory (less 50% of prepaid inventory), 90% of eligible futures accounts, and 80% of letters of credit for commodities not yet received, less all first purchaser liability, less 100% of secured bank obligations attributable to overdrafts, less 120% of secured hedging obligations, and less 100% of excise tax liabilities. The borrowing base calculation is done at the end of each month. The company maintains a solid distribution coverage ratio (DCR) which it targets to be approximately 1.5x. With increased distributions, the coverage ratio was 1.1x at the end of FY2014 which is below coverage of 1.5x at the end of FY2013 and management's target. Fitch forecasts EBITDA and DCF growth in FY2015 and expects the DCR to be closer to 1.5x at the end of the current fiscal year. NGL has indicated that in FY2014, approximately 40-45% of EBITDA was generated from fee-based assets. It targets 60% of EBITDA from fee-based assets in the next 12-18 months. NGL's assets are diverse and are comprised of retail propane (34% of FY2014 segment EBITDA), water services (24%), liquids (31%), crude logistics (8%) and other (3%). Furthermore, its assets are located throughout the U.S. Recent acquisitions include crude oil midstream assets (Gavilon) and water services. These are higher margin segments which should improve NGL's overall EBITDA margins going forward. NII HOLDINGS: Fails to Satisfy a NASDAQ Listing Rule ---------------------------------------------------- NII Holdings, Inc., received a notice from The NASDAQ Stock Market LLC indicating that the bid price of the Company's common stock for the prior 30 consecutive days had closed below the minimum $1.00 per share required for continued listing on the Nasdaq Global Select Market under Nasdaq Listing Rule 5450(a)(1). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has been provided a period of 180 calendar days, or until Nov. 29, 2014, to regain compliance. In order to regain compliance with the minimum closing bid price rule, the closing bid price of the Company's common stock must be at least $1.00 or higher for a minimum of ten consecutive business days during the 180-day compliance period. In the event the Company does not regain compliance by Nov. 29, 2014, the Company may be eligible to seek an extension of the compliance period if it meets the continued listing requirement for market value of publicly held shares and all other listing standards, with the exception of the bid price requirement, and provides written notice to Nasdaq of its intent to cure the deficiency. If the Company fails to regain compliance prior to the expiration of the compliance period including any extension, Nasdaq will provide written notice to the Company that its securities are subject to delisting. The Notice has no immediate impact on the listing of the Company's common stock, which will continue to trade on the Nasdaq Global Select Market under the symbol "NIHD". The Company intends to actively monitor the closing bid price for its common stock and will consider available options to resolve the deficiency and regain compliance with Nasdaq Listing Rule 5450(a)(1). About NII Holdings With headquarters in Reston, Virginia, NII Holdings is an international wireless operator with more than 7 million largely post-pay, business subscribers. As of March 31, 2014, the Company had $8.18 billion in total assets, $8.19 billion in total liabilities and a $8.76 million total stockholders' deficit. Bankruptcy Warning "We believe we are currently in compliance with the requirements under all of our financing arrangements, including the indentures for our senior notes, our equipment financing facilities and our local bank financing agreements. In light of the probability that, absent a waiver or amendment, we will be unable to meet the financial covenants in the equipment financing facilities and the local bank financing agreements as of the next compliance date, there is no guarantee that the lender of our equipment financing facilities will continue to fund additional requests under these facilities. In addition, a holder of more than 25% of our 8.875% senior notes, issued by NII Capital Corp. and due December 15, 2019, has provided a notice of default in connection with these notes. We believe that the allegations contained in the notice are without merit. "If we are unable to meet our debt service obligations or to comply with our other obligations under our existing financing arrangements: * the holders of our debt could declare all outstanding principal and interest to be due and payable; * the holders of our secured debt could commence foreclosure proceedings against our assets; * we could be forced into bankruptcy or liquidation; and * debt and equity holders could lose all or part of their investment in us," the Company said in the Quarterly Report for the period ended March 31, 2014. * * * As reported by the TCR on March 5, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Reston, Va.-based wireless carrier NII Holdings Inc. (NII) to 'CCC' from 'CCC+'. "The downgrade follows the company's poor fourth-quarter 2013 results that were below our expectations, and its disclosure that its auditors have uncertainty about the company's ability to continue as a going concern," said Standard & Poor's credit analyst Allyn Arden. The TCR also reported on March 5, 2014, that Moody's Investors Service downgraded the corporate family rating (CFR) of NII Holdings Inc. ("NII" or "the company") to Caa1 from B3. The downgrade reflects the company's poor 2013 operating performance and the risk that the company will violate the covenants governing its Mexican and Brazilian subsidiary debt, which could trigger an event of default for up to $4.4 billion of debt issued by intermediate holding companies NII Capital Corp. and NII International Telecom S.C.A. NORTHERN BEEF: Hires Karl Wagner as Chief Financial Officer ----------------------------------------------------------- Northern Beef Packers Limited Partnership filed a motion with the U.S. Bankruptcy Court seeking approval to employ Karl Wagner as chief financial officer. No trustee or examiner has been appointed in this chapter 11 case. Northern Beef Packers has no remaining employees, and the Debtor said Mr. Wagner's continued retention is necessary while this case remains pending under chapter 11. In addition to preparing required reports, it is anticipated that Mr. Wagner will work with counsel for the Debtor and with the Committee on these matters: a. Pending adversary proceedings regarding alleged violations of the WARN Act and the priority of the security interest of RockTenn CP, LLC; b. Claims administration; and c. Identifying potential preference and other avoidance actions. Under the proposed terms of retention, Mr. Wagner would be paid $75.00 per hour and would be reimbursed for all expenses incurred in connection with this case, including, but not limited to, expenses for postage and travel. The Committee has approved the proposed terms of Mr. Wagner's continued retention. Mr. Wagner has a pre-petition claim for unpaid wages in the amount of $6,041.89. Mr. Wagner has not shared or agreed to share any compensation paid to any party for services related to this case To the best of Mr. Wagner's knowledge, he has no connections with the Debtor, creditors, any other party in interest, their respective attorneys and accountants, the United States trustee, or any person employed in the office of the United States trustee. About Northern Beef Packers Northern Beef Packers Limited Partnership, which operates a beef processing facility that opened in October 2012, filed for Chapter 11 relief (Bankr. D.S.D. Case No. 13-10118) on July 19, 2013. Karl Wagner signed the petition as chief financial officer. Judge Charles L. Nail, Jr., presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. James M. Cremer, Esq., at Bantz, Gosch, & Cremer, L.L.C., serves at the Debtor's counsel. Steven H. Silton, Esq., at Cozen O'Connor serves as co-counsel. Lincoln Partners Advisors LLC serves as financial advisors. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors in the case. Robbins, Salomon & Patt, Ltd. serves as it lead counsel. Patrick T. Dougherty serves as its local counsel. OVERSEAS SHIPHOLDING: VP Flinter Reports Equity Stake ----------------------------------------------------- Henry P. Flinter filed with the Securities and Exchange Commission a Form 3 Initial Statement of Beneficial Ownership of Securities, disclosing his direct ownership of 16,199 shares of Overseas Shipholding Group Inc. Mr. Flinter is the VP and Head of US Flag SBU. These shares of common stock were granted pursuant to the Overseas Shipholding Group, Inc. Incentive Plan, as amended, and are subject to vesting restrictions. Of these shares, 7,780 shares are vested and 3,060 shares vest on February 23, 2014, 2,859 shares vest on February 23, 2015 and 2,500 shares vest on February 23, 2016. Mr. Flinter also holds options or the right to buy additional OSG Shares. A copy of Mr. Flinter's filing is available at http://is.gd/SBI6Xy Mr. Flinter also filed a Form 4 disclosing his ownership of OSG shares. A copy of the filing is available at http://is.gd/UPecNQ About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. OVERSEAS SHIPHOLDING: Luxor Capital et al. Disclose Equity Stake ---------------------------------------------------------------- In a Schedule 13G filing with the Securities and Exchange Commission, these entities disclosed their beneficial ownership of Overseas Shipholding Group Inc. common stock: -- Luxor Capital Partners, LP, a Delaware limited partnership (the ?Onshore Fund?); -- Luxor Capital Partners Offshore, Ltd., a Cayman Islands exempted company (the ?Offshore Feeder Fund?); -- Luxor Wavefront, LP, a Delaware limited partnership (the ?Wavefront Fund?); -- Luxor Spectrum Offshore, Ltd., a Cayman Islands exempted company (the ?Spectrum Feeder Fund?); -- Luxor Capital Partners Offshore Master Fund, LP, a Cayman Islands limited partnership (the ?Offshore Master Fund?); -- Luxor Spectrum Offshore Master Fund, LP, a Cayman Islands limited Partnership (the ?Spectrum Master Fund?); -- LCG Holdings, LLC, a Delaware limited liability company (?LCG Holdings?); -- Luxor Capital Group, LP, a Delaware limited partnership (?Luxor Capital Group?); -- Luxor Management, LLC, a Delaware limited liability company (?Luxor Management?); and -- Christian Leone, a United States citizen (?Mr. Leone?). As of the close of business on May 27, 2014, 1. The Onshore Fund directly owned 734,358 shares of Common Stock; 2. The Wavefront Fund directly owned 185,474 shares of Common Stock; 3. The Offshore Master Fund directly owned 892,733 shares of Common Stock. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to have beneficially owned the shares of Common Stock owned directly by the Offshore Master Fund; 4. The Spectrum Master Fund directly owned 66,636 shares of Common Stock. The Spectrum Feeder Fund, as the owner of a controlling interest in the Spectrum Master Fund, may be deemed to have beneficially owned the shares of Common Stock owned directly by the Spectrum Master Fund. 5. LCG Holdings, as the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund may be deemed to have beneficially owned the 1,879,201 shares of Common Stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund; 6. Luxor Capital Group, as the investment manager of the Funds, may be deemed to have beneficially owned the 1,879,201 shares of Common Stock beneficially owned by the Funds and an additional 70,905 shares of Common Stock held in the Separately Managed Account; 7. Luxor Management, as the general partner of Luxor Capital Group, may be deemed to have beneficially owned the 1,950,106 shares of Common Stock beneficially owned by Luxor Capital Group; and 8. Mr. Leone, as the managing member of Luxor Management, may be deemed to have beneficially owned the 1,950,106 shares of Common Stock beneficially owned by Luxor Management. The aggregate percentage of Common Stock reported owned by each person named herein is based upon 30,672,406 shares of Common Stock outstanding as of May 5, 2014, which is the total number of Shares outstanding as reported in OSG's Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 12, 2014. As of the close of business on May 27, 2014: 1. The Onshore Fund beneficially owned approximately 2.4% of the outstanding shares of Common Stock; 2. The Wavefront Fund beneficially owned less than 1% of the outstanding shares of Common Stock; 3. The Offshore Master Fund directly owned approximately 2.9% of the outstanding shares of Common Stock and the Offshore Feeder Fund may be deemed to have beneficially owned approximately 2.9% of the outstanding shares of Common Stock; 4. The Spectrum Master Fund directly owned less than 1% of the outstanding shares of Common Stock and the Spectrum Feeder Fund may be deemed to have beneficially owned less than 1% of the outstanding shares of Common Stock; 5. LCG Holdings may be deemed to have beneficially owned approximately 6.1% of the outstanding shares of Common Stock; and 6. Each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have beneficially owned approximately 6.4% of the outstanding shares of Common Stock. The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund, and the Spectrum Master Fund is a subsidiary of the Spectrum Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Wavefront Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Spectrum Feeder Fund and the Spectrum Master Fund and to an account it separately manages. Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. Mr. Leone is the managing member of LCG Holdings. By virtue of these relationships, LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of Common Stock owned directly by the Onshore Fund, the Wavefront Fund, the Offshore Master Fund and the Spectrum Master Fund. By virtue of these relationships, each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of Common Stock beneficially owned by the Funds and the Separately Managed Account. The principal business address of each of the Onshore Fund, the Wavefront Fund, Luxor Capital Group, Luxor Management, LCG Holdings and Mr. Leone is 1114 Avenue of the Americas, 29th Floor, New York, New York 10036. The principal business address of each of the Offshore Master Fund, the Offshore Feeder Fund, the Spectrum Master Fund and the Spectrum Feeder Fund is c/o Maples Corporate Services Limited, P.O. Box 309, Ugland House, Grand Cayman, KY1-1104, Cayman Islands. A copy of Luxor et al's filing is available at http://is.gd/SzhhIV About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. OVERSEAS SHIPHOLDING: Caxton Has 6.52% Stake, Inks Equity Deal -------------------------------------------------------------- In Schedule 13D filings with the Securities and Exchange Commission on June 9, Caxton Associates LP and Caxton Internatinal LTD disclosed that they acquired 2,000,000 shares of Common Stock of Overseas Shipholding Group in the belief that the shares are an attractive investment and were under-valued. In addition to the acquisition, Caxton International entered into an Equity Commitment Agreement and Registration Rights Agreement with OSG. Caxton International expended an aggregate amount, excluding commissions, if any, of $13,089,510 in a series of transactions, since December 19, 2013, to purchase 2,000,000 shares of the OSG Common Stock. The purchase price for such acquired Common Stock was paid out of Caxton International's working capital. Tortola, B.V.I.-based Caxton may be deemed to hold 6.52% equity stake. Under the terms of the Equity Commitment Agreement, Caxton International Limited has agreed, subject to the conditions set forth in such Agreement, to purchase up to an aggregate of 52,260,571 shares of Class A Common Stock and Warrants to purchase Class A Common Stock. Caxton International Limited's obligation to purchase the ECA Securities is subject to conditions outside of its control. As a result, the Reporting Persons disclaim any beneficial ownership of the ECA Securities. A copy of Caxton's filings are available at http://is.gd/cD1bbW and http://is.gd/1U8GYl About Overseas Shipholding Overseas Shipholding Group, Inc. (OTC: OSGIQ), headquartered in New York, is one of the largest publicly traded tanker companies in the world, engaged primarily in the ocean transportation of crude oil and petroleum products. OSG owns or operates 111 vessels that transport oil and petroleum products throughout the world. Overseas Shipholding Group and 180 affiliates filed voluntary Chapter 11 petitions (Bankr. D. Del. Lead Case No. 12-20000) on Nov. 14, 2012, disclosing $4.15 billion in assets and $2.67 billion in liabilities. Greylock Partners LLC Chief Executive John Ray serves as chief reorganization officer. James L. Bromley, Esq., and Luke A. Barefoot, Esq., at Cleary Gottlieb Steen & Hamilton LLP serve as OSG's Chapter 11 counsel. Derek C. Abbott, Esq., Daniel B. Butz, Esq., and William M. Alleman, Jr., at Morris, Nichols, Arsht & Tunnell LLP, serve as local counsel. Chilmark Partners LLC serves as financial adviser. Kurtzman Carson Consultants LLC is the claims and notice agent. The Export-Import Bank of China, owed $312 million used for the construction of five tankers, is represented by Louis R. Strubeck, Jr., Esq., and Kristian W. Gluck, Esq., at Fulbright & Jaworski LLP in Dallas; David L. Barrack, Esq., and Beret Flom, Esq., at Fulbright & Jaworski in New York; and John Knight, Esq., and Christopher Samis, Esq., at Richards Layton & Finger PA. Chilmark Partners, LLC serves as financial and restructuring advisor. Akin Gump Strauss Hauer & Feld LLP, and Pepper Hamilton LLP, serve as co-counsel to the official committee of unsecured creditors. FTI Consulting, Inc., is the financial advisor and Houlihan Lokey Capital, Inc., is the investment banker. U.S. Bank National Association is the successor administrative agent under the $1.5 billion credit agreement, dated as of February 9, 2006 by and among (a) OSG, OSG Bulk Ships, Inc., and OSG International, Inc., as joint and several borrowers, (b) the Administrative Agent and (c) various lenders party thereto. Counsel to the Administrative Agent are Milbank, Tweed, Hadley & McCloy LLP; Holland & Knight LLP; and Drinker Biddle & Reath LLP. Lazard Freres & Co. LLC serves as advisor to the Administrative Agent. An official committee of Equity Security Holders has been appointed in the case. It is represented by Brown Rudnick LLP's Steven D. Pohl, Esq., James W. Stoll, Esq. and Jesse N. Garfinkle, Esq.; Fox Rothschild LLP's Jeffrey M. Schlerf, Esq., John H. Strock, Esq. and L. John Bird, Esq. P.F. CHANG'S: Investigating Possible Data Breach ------------------------------------------------ Julie Jargon, writing for The Wall Street Journal, reported that P.F. Chang's China Bistro Inc. said it is investigating a possible data breach to see if credit- and debit-card information was stolen from its restaurants. According to the report, a spokeswoman for closely-held P.F. Chang's said it is "in learning mode" about the possible breach and is working with banks to determine its scope, but that the chain hasn't been able to confirm any details. The Scottsdale, Ariz.-based company owns more than 204 of its namesake bistros and 170 Pei Wei restaurants, the report related. The possible breach was reported earlier by cybersecurity blogger Brian Krebs, who said that thousands of newly-stolen credit and debit cards went up for sale on an underground store best known for selling tens of millions of cards stolen in the Target Corp. data breach, the report further related. P.F. Chang's China Bistro, Inc. operates restaurants under the brand names P.F. Chang's China Bistro and Pei Wei Asian Diner in the casual and fast casual dining segment of the restaurant industry. * * * The Troubled Company Reporter on June 4, 2014, reported that Moody's Investors Service downgraded P.F. Chang's China Bistro Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default rating to B3-PD from B2-PD. In addition, Moody's affirmed the company's Ba3 senior secured bank ratings and Caa1 senior unsecured note rating. The outlook is negative. PACIFIC THOMAS: Bank of New York Mellon Wants Relief From Stay -------------------------------------------------------------- The Bank of New York Mellon Trust Company, N.A., fka The Bank of New York Trust Company, N.A., as successor in interest to JPMorgan Chase Bank N.A., fka JPMorgan Chase Bank, as Trustee for MASTR Alternative Loan Trust 2003-4, filed with the U.S. Bankruptcy Court for the Northern District of California a motion for an order terminating the automatic stay to allow the Bank to proceed under applicable non-bankruptcy law to enforce its remedies to foreclose upon and obtain possession of Pacific Thomas Corporation's real property located at 26457 Emerald Dove Drive, Santa Clarita, California 91355. The Bank claims in its May 22 filing that the Debtor's bankruptcy was used as part of a scheme by borrowers Michael S. Hearne and Gayle C. Hearne to delay, hinder, and defraud the Bank by transferring factionalized interests in the Property to the Debtor in an attempt to obtain the benefit of the automatic stay provisions of 11 U.S.C. Section 362(a). On Jan. 17, 2003, the Borrowers executed a promissory note in the principal sum of $491,000, which was made payable to National City Mortgage Co DBA Accubanc Mortgage. The Note is secured by a recorded deed of trust encumbering the Property. The Deed of Trust was assigned to the Bank. On May 24, 2012, an unauthorized grant deed was executed whereby the Borrowers purported to transfer interest in the Property to Emerald Dove Trust, Mylie Little as Trustee, as a ?gift,? for no consideration, the Bank claims. An Amendment to Trust, dated May 25, 2012, amends the Emerald Dove Trust such that these persons are the Beneficiaries of the Trust: Michael S. Hearne (90%), and Lawson-Currell Centre, LLC (10%). An Amendment to Trust, dated Aug. 20, 2012, amends the Emerald Dove Trust such that these persons are the Beneficiaries of the Trust: Michael S. Hearne (90%) and the Debtor (10%). A default exists under the Loan for failure to make payments due and owing under the Note and Deed of Trust. As of March 3, 2014, the total amount owed under the Note is approximately $356,269.62. The Borrowers, according to the Bank, have given notice of multiple transfers in the Property and multiple notices of bankruptcy filings stall the foreclosure sale of the Property. The Bank has not been able to complete a foreclosure sale of the Property. Most recently, the Borrowers gave notice of an unauthorized transfer of 10% of the Property to the Debtor and the instant bankruptcy petition to stall the Bank's most recent attempt to stall the foreclosure sale, the Bank says. The Bank is represented by: PITE DUNCAN, LLP Matthew R. Clark, Esq. Todd S. Garan, Esq. 4375 Jutland Drive, Suite 200 P.O. Box 17933 San Diego, CA 92177-0933 Tel: (858) 750-7600 Fax: (619) 590-1385 E-mail: mclark@piteduncan.com tgaran@piteduncan.com About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: Post-Petition Financing Hearing Set for Aug. 7 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of California has continued to Aug. 7, 2014, at 10:30 a.m. the hearing to consider Pacific Thomas Corporation's motion for authority to obtain post-petition financing. As reported by the Troubled Company Reporter on May 5, 2014, the Court continued until June 5, 2014, the hearing to consider the Debtor's motion to borrow more than $6.5 million in financing from Thorofare Capital. The Debtor will use the new loan to pay off the claims of Bank of the West, Private Mortgage Fund LLC, Alameda County's tax collector and other secured creditors. The remaining funds will be used to implement the company's proposed restructuring plan. The new loan, which has a fixed interest rate of 10.85%, is conditioned upon approval of the restructuring plan and the disclosure statement. About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PACIFIC THOMAS: PMF Granted Relief From Automatic Stay ------------------------------------------------------ The Hon. M. Elaine Hammond of the U.S. Bankruptcy Court for the Northern District of California has granted the motion of Private Mortgage Fund LLC for relief from automatic stay to allow PMF to proceed with recording a notice of default against Pacific Thomas Corporation's real property commonly known as 2783 East 12th Street, Oakland, CA, 2801 East 12th Street, Oakland, CA , and 1111 29th Avenue. As reported by the Troubled Company Reporter on May 6, 2014, PMF sought to terminate the automatic stay so it may foreclose upon its first deeds of trust encumbering the Property. PMF said the Chapter 11 Trustee and the Debtor both admitted that there is no equity in the Property, as the amount owed to PMF on the note underlying the Deeds of Trust exceeds the value of the Property. Accordingly, PMF is entitled to relief from the automatic stay of 11 U.S.C. Sec. 362(a) because (1) there is not an adequate equity cushion in the Property and (2) the Debtor has no equity in the Property, and it is not necessary for an effective reorganization. About Pacific Thomas Corp. Walnut Creek, California, Pacific Thomas Corporation filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 12-46534) in Oakland on Aug. 6, 2012, estimating in excess of $10 million in assets and liabilities. The Debtor is related to Pacific Thomas Capital, which specializes in real estate services, focusing on the investment, ownership and development of commercial real estate properties, according to http://www.pacificthomas.com/ Real estate activities has spanned throughout the Hawaiian Islands as well as U.S. West Coast locations in California, Nevada, Arizona and Utah. Hawaii based activities are managed under the name Thomas Capital Investments. Bankruptcy Judge M. Elaine Hammond presides over the case. Anne- Leith Matlock, Esq., at Matlock Law Group, P.C., serves as general counsel. The petition was signed by Jill V. Worsley, COO, secretary. Kyle Everett was named Chapter 11 trustee of the Debtor. Craig C. Chiang, Esq., at Buchalter Nemer, P.C., in San Francisco, Calif., represents the Chapter 11 trustee as counsel. In its schedules, the Debtor disclosed $19,960,679 in assets and $16,482,475 in liabilities as of the petition date. In January 2014, Judge Hammond entered an order holding that Pacific Thomas Corp.'s Fourth Amended Disclosure Statement, filed on Dec. 31, 2013, is not approved for the reasons stated on the record at the Jan. 16 hearing. Pursuant to the Plan, the Debtor proposes to avail of a loan from Thorofare Capital to pay off some secured claims. The new loan would be refinanced by the reorganized company before the loan terms expires. If the reorganized company fails to do so, the safe storage parcels of the Pacific Thomas properties will be sold. PANACHE BEVERAGE: Amends 2013 Annual Report ------------------------------------------- Panache Beverage, Inc., filed an amendment to its annual report on Form 10-K for the fiscal year ended Dec. 31, 2013, originally filed with the U.S. Securities and Exchange Commission on April 10, 2014, to include the information required by Items 10 through 14 of Part III of the Form 10-K. This information was previously omitted from the Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in the Form 10-K by reference from the Company's definitive proxy statement if that statement is filed no later than 120 days after the Company's fiscal year-end. The Company filed the Amendment because a definitive proxy statement containing that information was not filed by April 30, 2014. A full-text copy of the Form 10-K/A is available for free at http://goo.gl/A5G4eo About Panache Beverage New York-based Panache Beverage, Inc., specializes in the strategic development and aggressive early growth of spirits brands establishing its assets as viable and attractive acquisition candidates for the major global spirits companies. Panache builds its brands as individual acquisition candidates while continuing to develop its pipeline of new brands into the Panache portfolio. Panache Beverage reported a net loss of $4.58 million in 2013 following a net loss of $3.27 million in 2012. In their report on the consolidated financial statements for the year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has limited working capital and has incurred losses from operations. Silberstein Ungar also issued a going-concern qualification following the 2012 results. The Company's balance sheet at Dec. 31, 2013, showed $7.18 million in total assets, $14.05 million in total liabilities, and a stockholders' deficit of $6.87 million. PETTERS COMPANY: Trustee to Recover Laundered Funds Abroad ---------------------------------------------------------- Chief Bankruptcy Judge Gregory F. Kishel of the U.S. Bankruptcy Court for the District of Minnesota has authorized Trustee Douglas A. Kelley to act on behalf of the Petters Company, Inc., et al bankruptcy estate in the foreign countries of Australia, the Bahamas, Bahrain, Belgium, Bermuda, Brazil, the British Virgin Islands, Canada, the Cayman Islands, the Channel Islands, Denmark, France, Hong Kong, Isle of Man, Ireland, Italy, Japan, Luxembourg, Malta, Monaco, the Netherlands, Singapore, Spain, Sweden, Switzerland, and the United Kingdom. The Trustee sought the Court's authorization pursuant to Chapter 15 of the Bankruptcy Code. Thomas J. Petters, prior to the filing of the Chapter 11 petition, owned and controlled all of the Debtor entities. Petters was operating a massive Ponzi scheme, and is believed to have laundered nearly $40 billion through the Debtor entities. As a result of Petters' convictions for mail fraud, wire fraud, conspiracy to comment mail and wire fraud, and conspiracy to commit money laundering, the Trustee initiated over 200 adversary proceedings against 382 defendants seeking avoidance and recovery of false profits, bonuses, commissions, gifts, preferences, and other sums. The Trustee anticipates commencing additional adversary proceedings outside the U.S. against subsequent transferees of said monies. Judge Kishel also approved the Trustee's settlements of adversary proceedings against Russell Allenson and Metro Gem, as well as their subsequent transferees (Trinity Christian School, Phil 419 LLC & SWCHS Partners, and Morgan Street Partners). About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. P.F. CHANG'S: Investigating Possible Data Breach ------------------------------------------------ Julie Jargon, writing for The Wall Street Journal, reported that P.F. Chang's China Bistro Inc. said it is investigating a possible data breach to see if credit- and debit-card information was stolen from its restaurants. According to the report, a spokeswoman for closely-held P.F. Chang's said it is "in learning mode" about the possible breach and is working with banks to determine its scope, but that the chain hasn't been able to confirm any details. The Scottsdale, Ariz.-based company owns more than 204 of its namesake bistros and 170 Pei Wei restaurants, the report related. The possible breach was reported earlier by cybersecurity blogger Brian Krebs, who said that thousands of newly-stolen credit and debit cards went up for sale on an underground store best known for selling tens of millions of cards stolen in the Target Corp. data breach, the report further related. P.F. Chang's China Bistro, Inc. operates restaurants under the brand names P.F. Chang's China Bistro and Pei Wei Asian Diner in the casual and fast casual dining segment of the restaurant industry. * * * The Troubled Company Reporter on June 4, 2014, reported that Moody's Investors Service downgraded P.F. Chang's China Bistro Inc.'s Corporate Family Rating to B3 from B2 and Probability of Default rating to B3-PD from B2-PD. In addition, Moody's affirmed the company's Ba3 senior secured bank ratings and Caa1 senior unsecured note rating. The outlook is negative. POSITIVEID CORP: Expects $4-10MM of Revenue Over Next 18 Months --------------------------------------------------------------- PositiveID Corporation has submitted bids and proposals in conjunction with several large commercial partners in response to a pick-up in new U.S. government procurements for bio-threat detection. As a result, PositiveID is issuing its first-ever revenue guidance of $4-10 million over the next 18 months, $3.3 million of which is already in backlog. The Company has submitted for contract opportunities across multiple agencies, including the U.S. Department of Defense, U.S. Department of Homeland Security and Department of Health and Human Services, to deploy, test, evaluate or develop the Company's M- BAND and Firefly Dx systems. "As more attention is being paid to the serious need for bio- threat detection technologies and programs, we continue to pursue opportunities with the U.S. government and other organizations to employ the critically important capabilities of our M-BAND and Firefly systems, which, we believe, offer accurate biological detection more rapidly than existing systems," stated William J. Caragol, PositiveID's Chairman and CEO. "It has been proven that faster identification of bio-threats enables countermeasures to be instituted more quickly, ultimately reducing casualties and saving lives." About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $13.33 million on $0 of revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $25.30 million on $0 of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.40 million in total assets, $5.82 million in total liabilities, all current, $488,000 in mandatorily redeemable preferred stock, and a $4.91 million total stockholders' deficit. EisnerAmper LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2014. These conditions raise substantial doubt about its ability to continue as a going concern. PROGRESSIVE SOLUTIONS: S&P Affirms 'B' CCR; Outlook Stable ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B' corporate credit rating on Progressive Solutions LLC. At the same time, S&P revised its recovery rating on the company's increased $625 million first lien credit facility (including a $50 million revolving credit line) to '4' from '3' and affirmed its issue-level rating at 'B'. The '4' recovery rating reflects S&P's expectation for average (30%-50%) recovery in the event of a payment default. S&P also affirmed a 'CCC+' issue-level rating with a '6' recovery rating on the company's increased $240 million second-lien credit facility. The '6' recovery rating reflects S&P's expectation for negligible (0%-10%) recovery in the event of a payment default. "Our rating on Progressive reflects our assessment of the company's "weak" business risk profile and "highly leveraged" financial risk profile, unchanged from the prior capital structure," said credit analyst Maryna Kandruhkin. The stable outlook reflects S&P's expectation that, despite increasing EBITDA and positive cash flow generation, Progressive' adjusted debt leverage will remain above 5x over the next 12 months, consistent with a "highly leveraged" financial risk profile. Downside scenario S&P could consider a downgrade if the loss of one or more major customers resulted in the company's operating performance deterioration. S&P believes such a scenario would be consistent with a revenue decline coupled with about 400 bps of EBITDA margin contraction and would lead to a FFO-to-debt ratio in the low- single digits, free operating cash flow well below S&P's projections, and interest coverage ratio of about 1.5x. Upside scenario While unlikely, S&P could consider a higher rating if the company were able to reduce leverage below 5x while sustaining FFO to total debt of above 12%. Such an improvement could be achieved if the company repaid around $330 million of outstanding debt. Equally important, S&P would need to believe that financial policy would be consistent with the maintenance of improved credit measures on an ongoing basis. PULSE ELECTRONICS: Files Conflict Minerals Report ------------------------------------------------- Pulse Electronics Corporation filed with the U.S. Securities and Exchange Commission a specialized disclosure report on Form SD in accordance with rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to Dec. 31, 2013. The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country. "We conducted an analysis of our products and determined that during the 2013 calendar year, we manufactured and sub-contracted to manufacture products containing 3TG. Specifically, our products contained tin and gold, and the use of these minerals is necessary to the functionality or production of these products," the Company said in the Report. A full-text copy of the Conflict Minerals Report is available for free at http://goo.gl/E0xyQH About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As of Dec. 28, 2012, Pulse had $188 million in total assets. As reported by the TCR on Juy 8, 2013, the Company dismissed KPMG LLP as its independent registered public accounting firm. Grant Thornton LLP was hired as replacement. Pulse Electronics reported a net loss of $27.02 million on $355.67 million of net sales for the year ended Dec. 27, 2013, as compared with a net loss of $32.09 million on $373.16 million of net sales for the year ended Dec. 28, 2012. The Company's balance sheet at March 28, 2014, showed $177.17 million in total assets, $235.99 million in total liabilities and a $58.82 million total shareholders' deficit. RADIOSHACK CORP: Draws on Credit Line as Losses Deepen ------------------------------------------------------ Drew Fitzgerald and Michael Calia, writing for The Wall Street Journal, reported that RadioShack Corp. started the year with a wider loss and drew down part of its credit line, as the electronics chain continued to struggle for traction in a highly competitive market. According to the report, RadioShack had borrowed $35 million from its credit line and said it would make further use of the facility this year. The chain is also signing more letters of credit to guarantee suppliers that they will be paid, with the total rising to $67.8 million as of May 3, from $55 million at the end of 2013, the report related. RadioShack said sales at stores open at least a year fell 14% in the quarter ended May 3, hurt by a drop in foot traffic and weak revenue from selling mobile phones and tablets, the report further related. The stock has dropped 47% this year as Wall Street worries about the company's ability to generate enough cash, the report added. About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.60 billion in total assets, $1.21 billion in total liabilities and $394 million in total stockholders' equity. * * * As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings Services raised the corporate credit rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'CCC'. "The upgrade reflects an improved liquidity position with a recent financing that increased funded debt by $125 million and increased the company's revolving credit borrowing capacity, which improved the company's liquidity by approximately $200 million," said credit analyst Charles Pinson-Rose. In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on RadioShack Corporation. The IDR reflects the significant decline in RadioShack's profitability and cash flow, which has become progressively more pronounced over the past two years. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. Troubled Company Reporter, citing The Wall Street Journal, reported on March 5, 2014, that RadioShack plans to cut back its store count, after a sharp drop in sales over the holidays left it with a $400 million loss in 2013. The electronics retailer said it could close as many as 1,100 U.S. stores -- one out of every four that it operates itself -- underscoring the difficulty it has had adapting to a fast changing consumer landscape. RADIOSHACK CORP: Draws on Credit Line as Losses Deepen ------------------------------------------------------ Drew Fitzgerald and Michael Calia, writing for The Wall Street Journal, reported that RadioShack Corp. started the year with a wider loss and drew down part of its credit line, as the electronics chain continued to struggle for traction in a highly competitive market. According to the report, RadioShack had borrowed $35 million from its credit line and said it would make further use of the facility this year. The chain is also signing more letters of credit to guarantee suppliers that they will be paid, with the total rising to $67.8 million as of May 3, from $55 million at the end of 2013, the report related. RadioShack said sales at stores open at least a year fell 14% in the quarter ended May 3, hurt by a drop in foot traffic and weak revenue from selling mobile phones and tablets, the report further related. The stock has dropped 47% this year as Wall Street worries about the company's ability to generate enough cash, the report added. About Radioshack Corporation RadioShack (NYSE: RSH) -- -- http://www.radioshackcorporation.com -- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack disclosed a net loss of $139.4 million in 2012, as compared with net income of $72.2 million in 2011. The Company's balance sheet at Sept. 30, 2013, showed $1.60 billion in total assets, $1.21 billion in total liabilities and $394 million in total stockholders' equity. * * * As reported by the TCR on Dec. 26, 2013, Standard & Poor's Ratings Services raised the corporate credit rating on the Fort Worth, Texas-based RadioShack Corp. to 'CCC+' from 'CCC'. "The upgrade reflects an improved liquidity position with a recent financing that increased funded debt by $125 million and increased the company's revolving credit borrowing capacity, which improved the company's liquidity by approximately $200 million," said credit analyst Charles Pinson-Rose. In the Dec. 30, 2013, edition of the TCR, Fitch Ratings has affirmed its 'CCC' Long-term Issuer Default Rating (IDR) on RadioShack Corporation. The IDR reflects the significant decline in RadioShack's profitability and cash flow, which has become progressively more pronounced over the past two years. As reported by the TCR on March 6, 2013, Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa1 from B3 and probability of default rating to Caa1-PD from B3- PD. RadioShack's Caa1 Corporate Family Rating reflects Moody's opinion that the overall business strategy of the company to reverse the decline in profitability has not gained any traction. Troubled Company Reporter, citing The Wall Street Journal, reported on March 5, 2014, that RadioShack plans to cut back its store count, after a sharp drop in sales over the holidays left it with a $400 million loss in 2013. The electronics retailer said it could close as many as 1,100 U.S. stores -- one out of every four that it operates itself -- underscoring the difficulty it has had adapting to a fast changing consumer landscape. SANUWAVE HEALTH: David Nemelka Reports 9.9% Equity Stake -------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, David N. Nemelka disclosed that as of May 27, 2014, he beneficially owned 5,048,510 shares of common stock of Sanuwave Health, Inc., representing 9.9 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/V3yp6a About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE reported a net loss of $11.29 million on $800,029 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $6.40 million on $769,217 of revenue in 2012. The Company's balance sheet at March 31, 2014, showed $8.56 million in total assets, $6.85 million in total liabilities and $1.71 million total stockholders' equity. SCOTTSDALE VENETIAN: Court Okays Hiring of Appraisal Technology --------------------------------------------------------------- Scottsdale Venetian Village, LLC sought and obtained permission from the U.S. Bankruptcy Court for the District of Arizona to employ Appraisal Technology, Inc. as appraiser. The Debtor hired Appraisal Technology to obtain an accurate valuation of the Debtor's interest in its property, as is necessary in light of the upcoming evidentiary confirmation hearing, and to present expert testimony regarding the valuation of the Property in connection with that confirmation hearing. The Debtor operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Debtor also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The Debtor does not own the real property on which the Hotel and Restaurant are situated but, rather, occupies the Property pursuant to a long-term land lease. Appraisal Technology will require a $2,500 retainer. That $2,500 retainer will be paid by Polsinelli PC, counsel for the Debtor. Michael Turner, principal of Appraisal Technology, 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. Appraisal Technology can be reached at: Michael Turner APPRAISAL TECHNOLOGY, INC. 220 South River Drive Tempe, AZ 85281 Tel: (480) 285-3874 Fax: (480) 285-3875 E-mail: MTurner@atiaz.com About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. SIMPLEXITY LLC: Court Okays Gavin/Solmonese as Panel Advisor ------------------------------------------------------------ The Official Committee of Unsecured Creditors of Simplexity, LLC and its debtor-affiliates sought and obtained authorization from the Hon. Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware to retain Gavin/Solmonese LLC as financial advisor to the Committee, nunc pro tunc to Mar. 25, 2014. The Committee requires Gavin/Solmonese to provide financial advisory services, including, but not limited to: (a) reviewing and analyzing the businesses, management, operations, properties, financial condition and prospects of the Debtors; (b) reviewing and analyzing historical financial performance, and transactions between and among the Debtors, their creditors, affiliates and other entities; (c) reviewing the assumptions underlying the business plans and cash flow projections for the assets involved in any potential asset sale or plan of reorganization; (d) determining the reasonableness of the projected performance of the Debtors, both historically and future; (e) monitoring, evaluating and reporting to the Committee with respect to the Debtors' near-term liquidity needs, material operational changes and related financial and operational issues; (f) reviewing and analyzing all material contracts and agreements; (g) assisting and procuring and assembling any necessary validations of asset values; (h) providing ongoing assistance to the Committee and the Committee's legal counsel; (i) evaluating the Debtors' capital structure and making recommendations to the Committee with respect to the Debtors' efforts to reorganize their business operations and confirm a restructuring or liquidating plan; (j) assisting the Committee in preparing documentation required in connection with creating, supporting or opposing a plan and participating in negotiations on behalf of the Committee with the Debtors or any groups affected by a plan; (k) assisting the Committee in marketing the Debtors' assets with the intent of maximizing the value received for any such assets from any such sale; (l) providing ongoing analysis of the Debtors' financial condition, business plans, capital spending budgets, operating forecasts, management and the prospects for their future performance; and (m) other tasks as the Committee or its counsel may reasonably request in the course of exercise of the Committee's duties in these cases. Gavin/Solmonese will be paid at these hourly rates: Edward T. Gavin, CTP $625 Luke D. Snyder $400 Employees and Associates $250-$650 Gavin/Solmonese will also be reimbursed for reasonable out-of- pocket expenses incurred. Edward T. Gavin, managing director and founding partner of Gavin/Solmonese, 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. Gavin/Solmonese can be reached at: Edward T. Gavin, CTP GAVIN/SOLMONESE LLC 919 N. Market Street, Suite 600 Wilmington, DE 19801-3037 Tel: (484) 432-3430 Fax: (302) 655-6063 E-mail: ted.gavin@gavinsolmonese.com About Simplexity Simplexity, LLC, sought protection under Chapter 11 of the Bankruptcy Code on March 16, 2014 (Case No. 14-10569, Bankr. D.Del.). The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SOURCE INTERLINK: Begins Winddown of Operations ----------------------------------------------- Jamie Mason and Jaewon Kang, writing for The Deal, reported that Source Interlink Distribution LLC has filed a Worker Adjustment and Retraining Notification Act notice with the Florida Department of Economic Opportunity that it will be letting go 165 employees between now and Aug. 29 as part of the shutdown of its magazine distribution business, but the company said nearly 6,000 workers will feel the impact of the closure. The Bonita Springs, Fla.-based company ceased operation on May 30 after Time Inc. stopped doing business with it, the report related. SOURCE INTERLINK: Begins Winddown of Operations ----------------------------------------------- Jamie Mason and Jaewon Kang, writing for The Deal, reported that Source Interlink Distribution LLC has filed a Worker Adjustment and Retraining Notification Act notice with the Florida Department of Economic Opportunity that it will be letting go 165 employees between now and Aug. 29 as part of the shutdown of its magazine distribution business, but the company said nearly 6,000 workers will feel the impact of the closure. The Bonita Springs, Fla.-based company ceased operation on May 30 after Time Inc. stopped doing business with it, the report related. SOUTHERN STUCCO: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Southern Stucco, Inc. 12504 S. Choctaw Drive Baton Rouge, LA 70815 Case No.: 14-10697 Chapter 11 Petition Date: June 4, 2014 Court: United States Bankruptcy Court Middle District of Louisiana (Baton Rouge) Judge: Hon. Douglas D. Dodd Debtor's Counsel: Gary K. McKenzie, Esq. STEFFES, VINGIELLO & MCKENZIE, LLC 13702 Coursey Boulevard, Building 3 Baton Rouge, LA 70817 Tel: 225-751-1751 Fax: 225-751-1998 Email: gmckenzie@steffeslaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Wayne Noble, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/lamb14-10697.pdf SPARKS TOURISM: Moody's Hikes Sales Tax Revenue Bonds to 'B1' ------------------------------------------------------------- Moody's Investors Service has upgraded to B1 from B2 the rating on Sparks Tourism Improvement District No.1 (Legends at Sparks Marina), Nevada's Senior Sales Tax Anticipation Revenue Bonds, Series A issued in 2008 and outstanding in the amount of $79.2 million. The rating outlook was revised to stable from positive. The bonds are secured by a senior lien pledge of 75% of sales tax revenues generated within the district through FY2028, net of an administration fee of 1.75%. The bonds are 20-year fixed rate obligations scheduled to mature on June 15, 2028. The bonds financed a portion of developing a retail shopping and entertainment project adjacent to Interstate 80 in the City of Sparks. Summary Rating Rationale The B1 rating reflects Moody's projections that the bonds will default in 2028, absent additional growth in pledged revenues. However, recent improvement in sales tax receipts results pushes default to June 15, 2028 from December 15, 2027, and improves the recovery rate to 98% of scheduled debt service. Full payment of annual debt service through the medium term is expected without draws on the reserve fund, despite a still tepid local economy. Nevertheless, escalating debt service will lead to draws on the reserve fund in 2027 followed by the projected default, unless there is additional and sustainable revenue growth. The projected default is six months later than previously anticipated due to continued growth in pledged revenues. Importantly, pledged sales taxes are subject to potential statutory impairment in 2028 with scheduled maturity of the bonds and inhibits recovery for bondholders after the default. The stable outlook reflects Moody's expectation that the current level of pledged receipts will fully cover annual debt service in the medium term with support from recent store openings without drawing the debt service reserve fund. Longer-term, the combination of weak coverage and escalating debt service necessitates uncertain, additional growth in pledged revenues to fully fund debt service and avert a default. Near-term rating factors will include assessment of the regional economy and the performance of the project for monthly sales tax collections. Longer-term rating factors will include the region's economic trajectory and the project's ability to retain existing tenants while also securing additional commercial development. These factors will contribute to Moody's assessment of future sales tax collections, the likelihood and timing of default, and recovery for bondholders. Strengths -- Project area has favorable location in the Reno metro area along Interstate 80, proximate to Lake Tahoe and northern California -- Pledged receipts continue to grow annually, driven by continued retail development -- Satisfactory legal provisions Challenges -- High taxpayer concentration in a very limited project area -- Escalating annual debt service requirements -- Vulnerable to retail store closings, particularly in economic downturns -- Project only partially completed compared to initial development plans What Could Change The Rating Up -- Sustained trend of higher pledged receipts leading to improved coverage of peak debt service -- Additional commercial expansion within the project area What Could Change The Rating Down -- Weakened pledged sales tax receipts, especially in the near term -- Adverse changes in the project area's tenant mix -- Depletion of the debt service reserve fund sooner than anticipated The principal methodology used in this rating was US Public Finance Special Tax Methodology published in January 2014. SPIRE CORP: Files Conflict Minerals Report with SEC --------------------------------------------------- Spire Corporation filed with the U.S. Securities and Exchange Commission a specialized disclosure report on Form SD pursuant to rule 13p-1 under the Securities Exchange Act (17 CFR 240.13p-1) for the reporting period from January 1 to Dec. 31, 2013. The SEC, in August 2012, adopted a rule mandated by the Dodd-Frank Wall Street Reform and Consumer Protection Act to require companies to publicly disclose their use of conflict minerals that originated in the Democratic Republic of the Congo (DRC) or an adjoining country. Conflict Minerals are defined as columbite-tantalite (coltan), casserite, gold, wolframite, and derivatives initially limited to tantalum, tin, and tungsten. 2 Adjoining countries are those that share an internationally recognized border with the DRC, which presently includes Angola, Burundi, Central African Republic, the Republic of the Congo, Rwanda, South Sudan, Tanzania, Uganda, and Zambia. "The following products were identified during this reporting period as products that may contain Conflict Minerals necessary to the functionality or production of products manufactured, or contracted to manufacture, by Spire: Turnkey photovoltaic module lines," the Report stated. A full-text copy of the Form SD is available for free at: http://goo.gl/t9ILTR About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. Spire Corporation reported a net loss of $8.52 million in 2013, as compared with a net loss of $1.85 million in 2012. The Company's balance sheet at March 31, 2014, showed $13.72 million in total assets, $16.76 million in total liabilities and a $3.03 million total stockholders' deficit. McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred an operating loss from continuing operations of $8.4 million and cash used in operating activities of continuing operations was $5.2 million. The Company's credit agreement with a bank is due to expire on April 30, 2014. These factors raise substantial doubt about its ability to continue as a going concern. STELLAR BIOTECHNOLOGIES: Appoints 2 Members to Scientific Board --------------------------------------------------------------- Stellar Biotechnologies, Inc., appointed Gregory T. Baxter, Ph.D., and Charles V. Olson, D.Sc., to the Company's Scientific Advisory Board (SAB). They will join Daniel C. Adelman, M.D., Malcolm Gefter, Ph.D., Daniel Morse, Ph.D. and Andrew Saxon, M.D. on the SAB. Stellar's SAB is composed of eminent scientists and physicians representing a range of disciplines including immunology, molecular biology and biochemistry. The SAB will be an ongoing resource to provide Stellar's management with counsel and guidance pertaining to the research, development, and clinical application of Stellar's KLH technology. Dr. Gregory Baxter, a member of Stellar's Board of Directors since August 2012, is a Senior Scientist in the Department of Clinical Drug Development for CCS Associates, Inc. He also serves as Adjunct Associate Professor at Cornell University in the College of Chemical Engineering and on the Founders Board of Stanford University's StartX Med Program. Dr. Baxter's background spans both science and business arenas including Program Director for the National Science Foundation (NSF) Division of Industrial Innovation and Partnerships; Founder and CSO of Hurel Corporation; Founder and CEO of Aegen Biosciences; and Research Scientists for Molecular Devices Corporation. Dr. Baxter received his Ph.D. in Biochemistry/Molecular Biology from the University of California, Santa Barbara. "It's been gratifying to be a part of Stellar's corporate achievements this past year and I look forward to contributing on the Company's research front and in the advancement of its C. diff immunotherapy program," said Dr. Baxter. Dr. Charles Olson is a biotechnology industry professional with broad scientific and operational experience, and specialization in manufacturing operations and process development. Dr. Olson currently serves as vice president of CMC and Technical Operations for NGM Biopharmaceuticals and vice president of Protein Sciences for Anthera Pharmacetuicals. His background includes the positions of Senior VP of Product Development and Operations for Nexbio Inc.; VP of Hayward Operations for Cell Genesys; senior director of Manufacturing, Facilities and Process Development for Biomarin Pharmaceuticals; and Director of Manufacturing Sciences for Onyx Pharmaceuticals. Dr. Olson received his D.Sc. in Biochemistry from Hawthorne University. "This is an exciting time for Stellar with its many promising commercial opportunities that the Company has in its sights," said Dr. Olson. "I am excited to join a team with such a strong technology position, and I look forward to being a part of their success." Frank Oakes, Stellar's president and CEO said, "We are delighted to have both of these biotechnology experts available to our internal teams and to advise our Board of Directors as we advance corporate objectives and deliver on key research and operational goals." About Stellar Port Hueneme, Cal.-based Stellar Biotechnologies, Inc.'s business is to commercially produce and market Keyhole Limpet Hemocyanin ("KLH") as well as to develop new technology related to culture and production of KLH and subunit KLH ("suKLH") formulations. The Company markets KLH and suKLH formulations to customers in the United States and Europe. KLH is used extensively as a carrier protein in the production of antibodies for research, biotechnology and therapeutic applications. Stellar Biotechnologies incurred a loss and comprehensive loss of $14.88 million on $545.46 million of revenues for the year ended Aug. 31, 2013, as compared with a loss and comprehensive loss of $5.19 million on $286.05 million of revenues for the year ended Aug. 31, 2012. The Company incurred a loss and comprehensive loss of $3.59 million for the year ended Aug. 31, 2011. The Company's balance sheet at Nov. 30, 2013, showed $17.44 million in total assets, $9.03 million in total liabilities and $8.40 million in total shareholders' equity. STERLING BLUFF: Austin Carter Withdraws as Counsel -------------------------------------------------- Sterling Bluff Investors LLC notified the Hon. Edward J. Coleman, III of the U.S. Bankruptcy Court for the Southern District of Georgia that Austin E. Carter, Esq., withdrew from Stone & Baxter LLP and from the Chapter 11 bankruptcy case of Sterling Bluff Investors LLC. The Debtor noted Matthew Cathey, Esq., will remain as counsel and Ward Stone, Jr., Esq., as additional counsel. The firm can be reached at: Matthew Cathey, Esq., Ward Stone, Jr., Esq. STONE & BAXTER LLP Fickling & Company Building 577 Mulberry Street, Suite 800 Macon, Georgia 31201 Tel: (478) 750-9898 Fax: (478) 750-9899 E-mail: wstone@stoneandbaxter.com mcathey@stoneandbaxter.com About Sterling Bluff Investors, LLC Sterling Bluff Investors, LLC, a Georgia limited liability company formed for the purpose of acquiring and owning lots in a subdivision known as the Ford Plantation, Bryan County, Georgia, and also certain club memberships in the Ford Plantation Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014. Stone & Baxter, LLP, in Macon, Georgia, represents the Debtor in this Chapter 11 case. The Debtor estimated assets and debt of $10 million to $50 million. The petition was signed by Michael Greene, manager. The U.S. Trustee has not appointed an official committee of unsecured creditors. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. STERLING BLUFF: Can Access $250,000 Financing from SBI ------------------------------------------------------ The Hon. Edward J. Coleman, III, of the U.S. Bankruptcy Court for the Southern District of Georgia has authorized Sterling Bluff Investors, LLC to obtain financing on a revolving credit basis, of up to $250,000 from lender SBI Loan, LLC. As reported in the Troubled Company Reporter on April 14, 2014, the Debtor said it will use the loan to facilitate the reorganization efforts. The Debtor has been able to obtain the needed financing by offering the proposed lender an administrative expense claim. The Debtor noted the loan will have an interest rate prime plus 1 percent per annum; will mature on the earlier of (i) the effective date of any confirmed plan of reorganization; or (ii) the sale of substantially all of the Debtor's assets, unless sooner terminated. Objections to the proposed financing were filed by Ford Plantation Club, Inc., and Coastal Bank. Secured creditor Ford Plantation said the Debtor failed to disclose key details including the Debtor's relationship with SBI Loan. Ford Plantation said the proposed financing agreement is illusory because it does not require SBI Loan to lend anything; all loans are to be made at the "sole discretion" of SBI Loan. The agreement also allows SBI Loan to demand repayment of its loans at any time. Coastal Bank in its objection said the Debtor may intend the use the money to investigate possible claims against Ford Plantation. Ford Plantation has retained as counsel: Paul K. Ferdinands, Esq. Jeffrey R. Dutson, Esq. KING & SPALDING LLP 1180 Peachtree Street Atlanta, Georgia 30309-3521 Tel: (404) 572-4600 Fax: (404) 572-5131 E-mail: pferdinands@kslaw.com jdutson@kslaw.com - and - C. James McCallar, Jr., Esq. McCALLAR LAW FIRM 115 West Oglethorpe Avenue P.O. Box 9026 Savannah, GA 31412 Tel: (912) 234-1215 Fax: (912) 236-7549 E-mail: mccallar@mccallarlawfirm.com Coastal Bank has retained as counsel: Kathleen Horne, Esq. BOUHAN FALLIGANT LLP Post Office Box 2139 Savannah, Georgia 31402-2139 Tel: (912) 232-7000 E-mail: khorne@bouhan.com About Sterling Bluff Investors, LLC Sterling Bluff Investors, LLC, a Georgia limited liability company formed for the purpose of acquiring and owning lots in a subdivision known as the Ford Plantation, Bryan County, Georgia, and also certain club memberships in the Ford Plantation Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014. Stone & Baxter, LLP, in Macon, Georgia, represents the Debtor in this Chapter 11 case. The Debtor estimated assets and debt of $10 million to $50 million. The petition was signed by Michael Greene, manager. The U.S. Trustee has not appointed an official committee of unsecured creditors. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. STERLING BLUFF: Wants Plan Filing Deadline Extended to Oct. 1 ------------------------------------------------------------- Sterling Bluff Investors LLC asks the U.S. Bankruptcy Court for the Southern District of Georgia to extend its exclusive periods to file a Chapter 11 plan until Oct. 1, 2014, and solicit acceptances of that plan until Dec. 1, 2014. The Debtor tells the Court that the extension of time is essential to permit it to propose a plan of reorganization which will provide for payment in full of all allowed claims. According to the Debtor, opening this case to competing plans at this early and critical juncture would distract the Debtor from its effort and is contrary to the best interest of the Debtor's estate. About Sterling Bluff Investors Sterling Bluff Investors, LLC, a Georgia limited liability company formed for the purpose of acquiring and owning lots in a subdivision known as the Ford Plantation, Bryan County, Georgia, and also certain club memberships in the Ford Plantation Club, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Ga. Case No. 14-40200) in Savannah, Georgia, on Feb. 3, 2014. Stone & Baxter, LLP, in Macon, Georgia, represents the Debtor in this Chapter 11 case. The Debtor estimated assets and debt of $10 million to $50 million. The petition was signed by Michael Greene, manager. The U.S. Trustee has not appointed an official committee of unsecured creditors. The U.S. Trustee reserves the right to appoint such a committee should interest developed among the creditors. TLFO LLC: Asks Court to Approve Triax Data Settlement ----------------------------------------------------- TLFO, LLC, asks the Bankruptcy Court to approve its settlement with Triax Data, Inc. In July 2009, TLO and Triax entered into a data use agreement to provide data for use by TLO to provide access to qualified not-for-profit entities involved in child protection. TLO and Triax reached an agreement for a six-month term commencing in April 2010, and month-to-month after that, TLO agreed to pay a monthly fee for the use of data. Triax filed a proof of claim for $1,100,000 based on data provided under the agreement. TLO objected to the claim because there was no contract and no data services were provided, and Triax responded that it had provided use of its data since 2010 and that the parties agreed that TFLO would pay Triax $100,000 per month. Triax also sought for payment of administrative expense for the TLFO's use of the data after it filed for Chapter 11 bankruptcy. On March 25, 2014, TFLO and Triax voluntarily participated in mediation with Mediator, Jerry M. Markowitz. The parties agreed to settle all claims by Triax for $175,000, which will be allowed as an unsecured claim to be paid at confirmation to Shraiberg, Ferrara & Landau, P.A., counsel for Triax, with all parties to bear their own costs and attorneys' fees. TLO is represented by: Robert C. Furr FURR AND COHEN, P.A. 2255 Glades Road, Suite 337W Boca Raton, FL 33431 Tel: (561) 395-0500 Fax: (561) 338-7532 E-MAIL: rfurr@furrcohen.com About TLO LLC nka TLFO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-bk20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. * * * In May 2014, TLO LLC won court approval for a liquidating Chapter 11 plan with at least $18.7 million for distribution to shareholders, assuming the deceased founder's secured claim of $91.1 million isn't knocked out. The disclosure statement explaining TLO LLC's Amended Plan was approved in March 2014. The Plan, filed March 7, projects that $18 million will be available for equity interest holders, assuming that the secured claim of Hank Asher, the Debtor's deceased founder, will be allowed in full. If the secured claim of TI is not recharacterized, then TI will be entitled to its $89 million claim, including default interest, attorneys' fees and costs -- the current amount of which is in excess of $91 million and began accruing interest at the default rate of 6.25% on Jan. 24, 2014. The Plan proposes that $16.5 million is used for full payment of unsecured creditors. The Debtor changed its name to TLFO LLC following the sale of its assets to TransUnion Holding Co. Inc., which emerged as the winner at an auction with a bid of $154 million. The Purchase Agreement required the Debtor to change its name. The Court approved the sale in December 2013. TRANS-LUX CORP: Units Buy All Assets of ACES and Ecostar -------------------------------------------------------- Trans-Lux Energy Corporation, a subsidiary of Trans-Lux Corporation, entered into an Asset Purchase Agreement with Advanced Custom Energy Solutions pursuant to which TL Energy purchased all of the assets of ACES for a purchase price of $100. A copy of the TL Energy Agreement is available for free at: http://is.gd/PNMGwr In connection with the TL Energy Agreement, the Company has entered into an employment agreement dated May 27, 2014, with David Pavlik, pursuant to which he will serve as the president of TL Energy. The term of Mr. Pavlik's employment will be for two years commencing May 28, 2014. Mr. Pavlik will receive a base salary of $125,000 per annum, which will be increased to $150,000 per annum as of Aug. 1, 2014. In connection with the Employment Agreement, Mr. Pavlik will also be entitled to a net profit bonus, pursuant to which on account of each of fiscal years 2014 and 2015, he will be granted restricted shares of the Company's common stock, par value $0.001 per share in an amount equal to 10,000 Bonus Shares per each $1,000,000 of Net Profit Earnings for such fiscal year. Additionally, on May 27, 2014, Mr. Pavlik was granted 50,000 restricted shares of the Company's common stock, par value $0.001 per share, pursuant to a restricted stock agreement. On May 27, 2014, Trans-Lux Investment Corporation, a subsidiary of the Company, entered into an Asset Purchase Agreement with Ecostar Industries, Inc., pursuant to which TL Investment purchased all of the assets of Ecostar for a purchase price of $100. A copy of the TL Investment Agreement is available for free at: http://is.gd/FjlMvp On May 29, 2014, the Company amended and restated that certain promissory note in favor of Carlisle Investments, Inc., pursuant to which Carlisle had loaned $1,000,000 to the Company in order to provide the Company with temporary financing. Mr. Marco Elser, a director of the Company, exercises voting and dispositive power as investment manager of Carlisle. As a result of the amendment and restatement, which has been approved in writing by Carlisle, the maturity date of the Note is now July 1, 2014. All other terms of the Note remain unchanged. Effective May 29, 2014, Mr. Todd Dupee stepped down from his position as chief financial officer of the Company. Mr. Dupee continues to be employed as a vice president of the Company and will assume the role of controller. Effective May 29, 2014, Mr. Robert J. Conologue was elected by the Company's Board of Directors to serve as the Company's chief financial officer. Mr. Conologue, 65, previously served as chief financial officer of Utrecht Art Supplies, a private equity portfolio company. Prior to that, Mr. Conologue served as the chief financial officer and acting chief operating officer at Twinlab Corporation. Mr. Conologue also held senior finance and/or operating positions at The Warnaco Group, Southern New England Telephone, and Avon Products, Inc. Mr. Conologue obtained his Certified Public Accountant certificate in the State of Connecticut and holds a B.S. in Finance from Wilkes University. Currently, Mr. Conologue will receive compensation of $180,000 per annum. A full-text copy of the Form 10-K is available for free at: http://is.gd/WHQ5Rl About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux Corporation reported a net loss of $1.86 million on $20.90 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.36 million on $23.02 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed $18.50 million in total assets, $17 million in total liabilities and $1.50 million in total stockholders' equity. BDO USA, LLP, in Melville, NY, 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 significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the Company is in default of the indenture agreements governing its outstanding 9 1/2 Subordinated debentures which was due in 2012 and its 8 1/4 percent Limited convertible senior subordinated notes which was due in 2012 so that the trustees or holders of 25 percent of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TRIPLE A&R CAPITAL: Case Summary & 10 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Triple A&R Capital Investment, Inc. aka Concordia Gardens Shopping Center MSC 602, SUITE 105 89 De Diego AVE. San Juan, PR 00924 Case No.: 14-04744 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 9, 2014 Court: United States Bankruptcy Court District of Puerto Rico (Old San Juan) Debtor's Counsel: Charlez Alfred Cuprill, Esq. CHARLES A CURPILL, PSC LAW OFFICE 356 Calle Fortaleza, Second Floor San Juan, PR 00901 Tel: 787 977-0515 Email: cacuprill@cuprill.com Total Assets: $4.14 million Total Liabilities: $3.87 million The petition was signed by Luisette Cabanas Colon, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/prb14-04744.pdf TRITON CONTAINER: S&P Retains 'BB+' Corporate Credit Rating ----------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB' issue-level rating to San Francisco-based marine cargo container lessor Triton Container International Ltd.'s $200 million senior secured notes due 2024 and $275 million senior secured notes due 2026. The recovery rating on both issues is '1', indicating S&P's expectation that lenders would receive very high recovery (90%- 100%) of principal in the event of a payment default. The company will use the proceeds for general corporate purposes and to redeem debt. S&P's rating on Triton reflects the company's substantial market position within the marine cargo container leasing industry. The company generates a large proportion of its revenues from long- term leases, resulting in relatively stable earnings and cash flow. The rating also incorporates the cyclicality and capital intensity of the marine cargo container leasing industry. S&P assess the company's business risk profile as "satisfactory," its financial profile as "significant," and its liquidity as "adequate," based on S&P's criteria. The outlook is stable. S&P believes that Triton will benefit from favorable market fundamentals that should contribute to increased earnings and cash flow, helping the company to maintain a relatively stable financial profile despite increased debt to fund growth. S&P could lower the rating if Triton's earnings do not improve to the levels we expect, leading to a weaker financial risk profile and funds from operations to debt falling to the low- teens percent area for a sustained period. S&P do not foresee an upgrade as long as a private-equity firm owns the company. S&P typically do not rate private-equity owned transportation equipment lessors higher than 'BB+' because of financial policy concerns. RATINGS LIST Triton Container International Ltd. Corporate Credit Rating BB+/Stable/-- New Ratings Triton Container International Ltd. $200 million senior secured notes due 2024 BBB Recovery Rating 1 $275 million senior secured notes due 2026 BBB Recovery Rating 1 ULTIPRF LLC: Case Summary & 5 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Ultiprf, LLC 316 Mid-Valley Center, #142 Carmel, CA 93923 Case No.: 14-52474 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: June 8, 2014 Court: United States Bankruptcy Court Northern District of California (San Jose) Judge: Hon. Arthur S. Weissbrodt Debtor's Counsel: Gregory A. Rougeau, Esq. DIAMOND MCCARTHY LLP 150 California St. #2200 San Francisco, CA 94111 Tel: (415)283-1776 Email: grougeau@diamondmccarthy.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Carol P. Frederick, manager/member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-52474.pdf UNION HOSPITAL: Chapter 9 Case Summary & 20 Top Unsec. Creditors ---------------------------------------------------------------- Debtor: Union Hospital District dba The Ellen Sagar Nursing Home dba Carolinas Health Associates dba Union County EMS aka the Wallace Thomson Hospital PO Box 789 Union, SC 29379 Bankruptcy Case No.: 14-03299 Type of Business: Health Care Chapter 9 Petition Date: June 6, 2014 Court: United States Bankruptcy Court District of South Carolina (Spartanburg) Debtor's Counsel: Stanley H. McGuffin, Esq. HAYNSWORTH SINKLER BOYD, P.A. 1201 Main Street, 24th Floor PO Box 11889 Columbia, SC 29211-1889 Tel: (803)540-7836 Email: smcguffin@hsblawfirm.com Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The petition was signed by Paul R. Newhouse, chief executive officer. Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aramark Management Services Trade $3,286,834 1101 Market Street Philadelphia, PA 19107 Jonathan L. Swichar, Esq. Duane Morris 30 South 17th Street Philadelphia, PA 19103-4196 215.979.1000 Cardinal Health 200, LLC Trade $1,241,938 7000 Cardinal Health Dublin, OH 43017 Daniel Bennett, Esq. Kegler, Brown, Hill & Ritter 65 W. State Street Suite 1800 Columbus, OH 43215 614.462.5400 South Carolina Department Government $862,205 of Revenue Contract PO Box 12265 Columbia, SC 299211 Sweet Dreams Nurse Anesthesia Trade $687,780 4080 McGinnis Ferry Road Suite 102 Alpharetta, GA 30005 Morgan S. Templeton, Esq. PO Box 1200 Charleston, SC 29402 843.329.9500, ext. 209 McKesson Technologies Trade $499,001 PO Box 98347 Chicago, IL 60693-8347 Morrison Management Services Trade $349,015 5801 Peachtree Dunwoody Road Atlanta, GA 30342 Stephen Lewis, Esq., Covington, Patrick, Hagins, Stern & Lewis, PA PO Box 2383 Greensville, SC 2960 Upstate Hospital Physicians, Inc. Trade $183,000 St. Jude Medical Inc. Trade $181,231 City of Union Trade $175,430 Medtronic USA, Inc. Trade $168,986 Fujifilm Medical Systems USA Inc. Trade $154,340 Healthcare Service Management, Inc. Trade $136,045 Weatherby Locums, Inc. Trade $129,443 Virtual Radiologic Corporation Trade $123,912 OmniCare Inc. Trade $94,636 Aegis Therapies, Inc. Trade $88,624 Mary Black Physician Group Trade $85,380 Stryker Orthopedics Trade $72,014 Medline Industries, Inc. Trade $65,374 Barton Associates, Inc. Trade $62,958 UNIVITA HEALTH: S&P Withdraws 'B-' Corp. Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services withdrew its ratings, including the 'B-' corporate credit rating, on Scottsdale, Arizona-based insurance administration and home health company, Univita Health Inc., at the company's request. The rating outlook was negative at the time of withdrawal. On June 6, 2014, the company closed the sale of its insurance administration business and plans to use the funds to repay the rated debt outstanding. US XPRESS: S&P Affirms 'B-' CCR & Removes From CreditWatch Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B-' corporate credit rating on Chattanooga, Tenn.-based US Xpress Enterprises Inc.), and removed it from CreditWatch, where S&P placed it with negative implications on May 2, 2013. The outlook is stable. Following the affirmation and CreditWatch action, S&P withdrew the rating at the company's request. US Xpress recently completed refinancing its debt, which improved its liquidity. S&P revised its assessment of US Xpress' liquidity to "adequate" from "less than adequate," based on the company's successful completion of a new $275 million term loan (unrated) and the repayment of its existing debt. S&P's rating on US Xpress is based primarily on its assessment of the company's business risk profile as "weak" and its financial risk profile as "aggressive." The "weak" business risk profile assessment reflects the intensely competitive, highly fragmented, and cyclical truckload (TL) market in which US Xpress operates. US Xpress' significant business position as a major TL carrier with good customer, end-market, and geographic diversity partly offsets these factors. "We assigned a stable outlook following our affirmation of the corporate credit rating on US Xpress," said Standard & Poor's credit analyst Anita Ogbara. "However, because we subsequently withdrew the rating, the conditions to raise or lower the rating are not applicable." VAIL RESORTS: Sr. Notes Redemption No Impact on Moody's Ba2 CFR --------------------------------------------------------------- Moody's Investors Service says that Vail Resorts, Inc.'s proposed redemption for $175 million of the company's $390 million 6.5% senior subordinated notes due 2019 is a credit positive, but it does not immediately impact the company's Ba2 Corporate Family Rating (CFR), Ba2-PD Probability of Default Rating (PDR) or stable rating outlook. Vail Resorts Inc. is a publicly-traded holding company (NYSE:MTN) that owns and operates eight premier ski resort properties through its subsidiaries, including four in the Colorado Rocky Mountains (Vail, Breckenridge, Keystone and Beaver Creek), three in the Lake Tahoe area of California and Nevada (Heavenly, Northstar and Kirkwood), and one in Park City, Utah (Canyons). The company may eventually operate Park City Mountain Resort in the future, but this is still subject to the final outcome of pending litigation. Vail also owns two urban ski areas, one in Minnesota and another in Michigan, and runs ancillary businesses at all of its resorts including ski school, dining and retail/rental operations. The company also owns and/or manages a number of lodging properties and condominiums located in proximity to its ski resorts. In addition, Vail owns and develops real estate in and around its resort communities. Operations are grouped into three reportable segments: Mountain, Lodging, and Real Estate, which represented approximately 78%, 19%, and 3% of net revenues for the twelve months ended April 30, 2014. Net revenues during the same period were approximately $1.23 billion. VERDESIAN LIFE: Moody's Assigns 'B3' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service assigned first-time ratings to Verdesian Life Sciences LLC ("VLS"), including a B3 Corporate Family Rating ("CFR") and B3 ratings to the company's proposed senior secured credit facilities. Proceeds from the proposed $200 million senior secured term loan and an equity contribution from existing ownership will be used to fund the acquisition of another specialty fertilizer company, refinance existing debt, and pay transaction-related fees and expenses. The rating outlook is stable. "Management has assembled a solid collection of highly-profitable businesses, but event and execution risks remain high considering Moody's expectation that the company will remain acquisitive," said Ben Nelson, Moody's Assistant Vice President and lead analyst for Verdesian Life Sciences LLC. The actions: Issuer: Verdesian Life Sciences LLC Corporate Family Rating, Assigned B3; Probability of Default Rating, Assigned B3-PD; $25 million First Lien Senior Secured Revolving Credit Facility due 2019, Assigned B3 (LGD3 49%); $200 million First Lien Senior Secured Term Loan B due 2020, Assigned B3 (LGD3 49%); Outlook, Stable. The assigned ratings are subject to Moody's review of the final terms and conditions of the proposed transaction. Ratings Rationale The B3 CFR is constrained by small size and scale, product concentration, limited operating history, integration risk associated with the proposed acquisition, and ongoing event risk associated with private equity ownership. Strong long-term agricultural fundamentals, favorable long-term growth prospects, patent protection for key products, strong margins, and adequate liquidity support the rating. Moody's estimates pro forma leverage in the mid 5 times range (excluding synergies and certain- addbacks) and high 4 times (including synergies) for the twelve months ended December 31, 2013. Moody's expects the company will generate retained cash flow near 10% (RCF/Debt) and that adjusted financial leverage will fall to the low 4 times (Debt/EBITDA) by the end of 2015. Verdesian was formed by the current chief executive officer and private equity sponsor as a platform to acquire plant health technologies. The company has acquired four businesses in less than two years including Biagro Western, INTX Microbials, Northwest Agriproducts, and Plant Syence. These businesses focus on improving the efficacy of nitrogen and phosphorus fertilizers for fruits and vegetables. The target also focuses on nitrogen and phosphorus fertilizers. The combined company will remain quite small and concentrated entirely on niche markets within the much- larger fertilizer industry. Additional near-term concerns weighing on the rating include the upcoming integration of the target, a family-owned business, and reliance on patented technologies. The rating is also constrained by event risk as Moody's expect Verdesian to remain acquisitive. However, industry fundamentals should be supportive of long-term demand for plant health products given their effectiveness in improving yields, increasing global demand for food and increasing sensitivity around the environmental impact of chemical fertilizers. The combined entity should also generate better margins than most rated peers in the chemical industry with room for additional improvement if the company is able to achieve at least part of planned cost synergies related to the business combination. The stable outlook assumes that the company will integrate the target successfully, achieve most of the planned cost synergies, and generate positive free cash flow in 2015. Moody's could upgrade the rating with improvement in size and diversity without any degradation in key credit metrics. Moody's could also upgrade the rating if the company reduces debt and commits to financial policies supportive of leverage sustained below 4 times and retained cash flow to debt well above 10%. Conversely, Moody's could downgrade the rating with expectations for leverage sustained above 6 times or negative free cash flow. Deterioration in liquidity, additional debt-financed acquisitions, or shareholder dividends in the near-term could also have negative rating implications. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Cary, North Carolina, Verdesian Life Sciences LLC owns a portfolio of proprietary specialty plant health technologies. Verdesian's products improve nitrogen and phosphorous uptake in plants, resulting in better yields for farmers. Protected intellectual property is largely in the form of exclusive licenses with leading research institutions and universities, and major brands include: Nutriphite, Take Off, Sterics, and PolyAmines. VERDESIAN LIFE: S&P Assigns 'B+' CCR; Outlook Stable ---------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' corporate credit rating to Verdesian Life Sciences LLC. The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a senior secured debt rating of 'BB-' (one notch higher than the corporate credit rating) and a recovery rating of '2' to Verdesian's proposed $225 million credit facility. The proposed credit facility consists of a $25 million five-year revolving credit facility and a $200 million six-year first-lien term loan. S&P expects Verdesian to use the proceeds from the issuance to acquire the target company, to refinance existing debt, and to pay for associated transaction fees. "Our 'B+' rating on Verdesian has been derived from our anchor of 'b', based on our assessments of the company's 'fair' business risk and 'highly leveraged' financial risk profiles, as defined in our criteria," said Standard & Poor's credit analyst James Siahaan. S&P applies a positive comparable rating analysis modifier to our anchor, which results in a corporate credit rating of 'B+'. Verdesian is acquiring another leading U.S. plant nutrition company, subject to customary closing conditions. The company will finance the transaction with a proposed $225 million credit facility along with a substantial equity infusion. Verdesian will also use a portion of the proceeds from the issuance to refinance existing debt and to pay for associated transaction fees. The parties expect the transaction to close during either the second or third calendar quarter of 2014. Cary, N.C.-based Verdesian controls various firms in the plant nutrition industry. The company was incorporated in September 2012 and has made four acquisitions since its inception. The target company in this latest acquisition operates research and production facilities in the Midwestern Corn Belt. With this transaction, Verdesian enhances its status in the plant nutrition industry, more than doubling its revenues and tripling its EBITDA. Still, the company's size will remain quite small relative to other chemical companies that S&P rates. The stable outlook reflects S&P's expectation that Verdesian will be able to integrate its acquisition of the target company without significant difficulties and obtain its projected level of synergies. S&P do not anticipate any significant increase in debt beyond the proposed borrowings, and so it expects the company's pro forma credit measures to remain appropriate for the rating during the next year, including debt to EBITDA of 4x to 5x. A rating upgrade would primarily be predicated on equity sponsor Paine & Partners' commitment to lower debt leverage and S&P's level of comfort that the debt reduction would be sustainable. Other factors include Verdesian successfully integrating the acquisition as well as improving cash flow via operating synergies, introducing new products, enhancing pricing, and selling greater volumes. S&P views a debt to EBITDA ratio of below 4x on a sustainable basis as an indicator of a stronger financial risk profile and a potential precursor to higher ratings. S&P could consider a downgrade if the pro forma debt to EBITDA ratio remains higher than 5x without clear prospects of recovery in the near term. This may happen if the integration of the acquired business is not successful, if there is a sharp decline in the agricultural products industry, if competition from alternative products or industry-wide pricing hurts operating results, or if management chooses to adopt more aggressive financial policies. S&P's ratings incorporate some cushion for tuck-in acquisitions, but a large debt-financed transaction could cause S&P to re-evaluate. VERIS GOLD: Supreme Court Grants Creditor Protection Application ---------------------------------------------------------------- Veris Gold Corp. on June 9 disclosed that the Supreme Court of British Columbia has issued an order granting the Company's application for creditor protection under the Companies' Creditors Arrangement Act ("CCAA"). The order also extends protection to Veris' subsidiaries Queenstake Resources Ltd., Ketza River Holdings Ltd., and Veris Gold USA, Inc. Ernst & Young Inc. will serve as the Court-appointed Monitor in the CCAA proceedings to oversee the operations of the Company and report to the Court during the restructuring. The Company has also received a temporary restraining order from the US Bankruptcy Court following a hearing on the afternoon of June 9 in Nevada. The temporary restraining order is in effect pending a full hearing of an application for recognition of the CCAA proceedings pursuant to Chapter 15 of the US Bankruptcy Code. As a result, United States creditors are restrained from taking action against the Company and the other CCAA Petitioners, including Veris Gold USA, Inc. The decision to commence CCAA proceedings was made after extensively exploring alternatives following thorough consultation with its legal and financial advisors. As well, the Special Committee has for some time been working diligently on the restructuring and refinancing efforts. The Company sought protection to address near term liquidity issues due to a decreasing gold price, higher than anticipated production costs, demands for payment under existing loan agreements and unexpected shut downs including the January 2014 shutdown resulting from the December 2013 fire. In these circumstances, the Company's Board of Directors determined that a CCAA proceeding is the most prudent and effective way to carry on business and maximize value for the Company's stakeholders. The Company seeks to continue operational restructuring alternatives while under CCAA protection, including reducing or restructuring its obligations and reducing operating costs. Any such restructuring will be undertaken for the purpose of further enhancing the Company's long term financial health, liquidity and competiveness. The Company is committed to completing the restructuring process quickly and efficiently. The Company's Jerritt Canyon operation continues to produce gold and is cash-flow positive during these proceedings. About Veris Gold Corp. Veris Gold Corp. is a growing mid-tier North American gold producer in the business of developing and operating gold mines in geo-politically stable jurisdictions. The Company's primary assets are the permitted and operating Jerritt Canyon processing plant and gold mines located 50 miles north of Elko, Nevada, USA. The Company's primary focus is on the re-development of the Jerritt Canyon mining and processing plant. The Company also holds a portfolio of precious metals properties in British Columbia and the Yukon Territory, Canada, including the Ketza River Property. * * * As reported in the TCR on April 11, 2013, Deloitte LLP, in Vancouver, Canada, expressed substantial doubt about Veris Gold's ability to continue as a going concern, citing the Company's net losses over the past several years, working capital deficit in the amount of US$34.3 million and accumulated deficit of US$379.0 million as at Dec. 31, 2012. VERITEQ CORP: Issued $300,000 Convertible Notes ----------------------------------------------- VeriTeQ Corporation, on May 30, 2014, entered into a first amendment agreement relating to the securities purchase agreement, dated Nov. 13, 2013, among the Company and a group of investors. Also on May 30, 2014, the Company entered into a new securities purchase agreement and senior convertible notes with two institutional and accredited investors. Pursuant to the terms of the New Purchase Agreement, the Company issued and sold to the Investors senior secured convertible notes in the aggregate original principal amount of $300,000. No new warrants are being issued in connection with the New Purchase Agreement. As a result of the issuance of the New Notes, the warrants and notes issued on Nov. 13, 2013, will, pursuant to their terms, have material adjustments. The New Notes will mature on the first anniversary of the closing. No interest will accrue on the New Notes unless there is an event of default, in which case interest on the New Notes will commence accruing daily at a rate of 18 percent per annum. The Amendment Agreement The Company and certain investors are parties to the Existing Securities Purchase Agreement, pursuant to which the Company sold, and the Buyers purchased, certain senior secured convertible notes. In connection with the Existing Securities Purchase Agreement, the Company issued certain warrants. The Amendment Agreement (i) permits the issuance of the New Notes and the transactions contemplated by the New Purchase Agreement; (ii) waives certain provisions of the Existing Securities Purchase Agreement with respect to the issuance of such New Notes; and (iii) makes certain amendments to the Old Notes. The New Purchase Agreement The New Purchase Agreement provides, among other things, that (i) the Company will not enter into a variable rate transaction at any time while the New Notes are outstanding; and (ii) for so long as any New Notes remain outstanding, the Company will not, in any manner, enter into or effect any dilutive issuance if the effect of that dilutive issuance is to cause the Company to be required to issue upon conversion of any New Notes any shares of common stock in excess of that number of shares of common stock which the Company may issue upon conversion of the New Notes without breaching the Company's obligations under the rules or regulations of the OTCQB market. Impact on Existing Securities of the Company As a result of the issuance of the New Notes at a conversion price less than the conversion price of the Old Notes, the conversion price of the Old Notes is automatically reduced to match the conversion price of the New Notes, which is $0.20. Similarly, each of the Old Warrants will automatically adjust as follows: (i) the exercise price will decrease to match the conversion price of the New Notes, which is $0.20, and (ii) the number of shares will increase by 14.2 times, which is the ratio of the old exercise price of $2.84 over the new exercise price of $0.20. Accordingly, subject to future adjustment, the number of shares of common stock that may be purchased by exercising the Old Warrants is, in the aggregate, 41,811,105 shares, and, subject to future adjustment, the number of shares of common stock that may be acquired by converting the Old Notes is, in the aggregate, 9,083,335 shares. A full-text copy of the Form 8-K disclosure is available for free at http://is.gd/xNc8ZA About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com . Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $7.97 million in total assets, $15.19 million in total liabilities and a $7.21 million total stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. WESTMORELAND COAL: $1 Million Notes Validly Tendered ---------------------------------------------------- Westmoreland Coal Company announced the expiration of its offer, previously announced on May 7, 2014, to purchase up to $22,125,000 principal amount of its 10.75 percent Senior Secured Notes due 2018. The offer expired at 5:00 p.m. Eastern Time on Thursday, May 29, 2014. As of the expiration of the offer, Westmoreland had received tenders for an aggregate principal amount of $1,015,000 of Notes, CUSIPs 960887AB3, U96068AC2, and 960887AD9, and accepted for purchase all of the Notes validly tendered. Westmoreland will pay in cash an amount equal to 100 percent of the principal amount of the Notes tendered, plus accrued and unpaid interest thereon, at 5:00 P.M. Eastern Time on June 3, 2014. Westmoreland was required by the terms of its indenture governing the Notes to make this offer because it achieved certain financial results (as provided in the indenture) for the year ended Dec. 31, 2013. None of Westmoreland Coal Company or any of its affiliates, or its or their boards of directors, or the trustee for the Notes, made any recommendation as to whether holders of the Notes should tender or refrain from tendering the Notes. Unit Prepays Notes On May 28, 2014, Westmoreland Mining LLC, a wholly owned subsidiary of Westmoreland Coal Company, prepaid in full its 8.02% senior secured notes due 2018, as previously announced on May 2, 2014. As required by the terms of the WML Notes, notice of prepayment was delivered to the holders of the WML Notes on April 28, 2014, 30 days prior to the prepayment date. WML prepaid the WML Notes in full on May 28, 2014, consisting of $81 million in current aggregate principal amount, plus a make- whole amount of approximately $11.62 million determined in accordance with the provisions of the WML Notes. If the WML Notes had not been prepaid in full, they would have matured on March 31, 2018. The Company used cash on hand from the issuance of $425 million in aggregate principal amount of the Company's 10.750% senior secured notes to prepay the WML Notes. Following the prepayment, WML and each of its subsidiaries will become guarantors of the 10.75% Notes. In connection therewith, certain assets of the Company's Rosebud, Savage, Dakota and Jewett mines, which are wholly-owned by subsidiaries of WML, will now become collateral under the 10.75% Notes. In addition, WML and its subsidiaries will become borrowers under the Company's $60 million revolving line of credit from The PrivateBank and Trust Company and certain assets of WML and its subsidiaries will become collateral for the PrivateBank Revolver. In addition, WML is in the process of terminating its revolving credit facility under its Amended and Restated Credit Agreement dated as of June 26, 2008, among WML, its subsidiaries, PNC Bank, National Association, as Administrative Agent and the banks party thereto, as amended. The WML Revolver had a borrowing limit of $25 million, but at the time of termination, had no outstanding balance. Once the WML Revolver is terminated, all collateral securing the WML Revolver will become collateral under the 10.75% Notes or the PrivateBank Revolver, as applicable. About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. As of Dec. 31, 2013, the Company had $946.68 million in total assets, $1.13 billion in total liabilities and a $187.87 million total deficit. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WILLIAM GREGG: Preservation Group Buys Lodge for $550,000 --------------------------------------------------------- Bill Moss, writing for Hendersonville Lightning, reported that Historic Flat Rock Inc. has offered $550,000 to buy Mountain Lodge in a purchase endorsed by a bankruptcy trustee in Columbia, S.C. The sale is subject to bankruptcy court approval. The report said Historic Flat Rock, a preservation group, submitted the offer from a revolving fund it uses to save, stabilize and resell endangered historic properties. The offer has the support of a bankruptcy trustee appointed by the court in April to guide the Chapter 11 bankruptcy of owner William Maxwell Gregg II and guard the interest of creditors. Historic Flat Rock president Rick Merrill said, "If the judge approves the sale we're going to close two weeks later. William Maxwell Gregg, II, filed a Chapter 11 petition (Bankr. D. S.C. Case No. 13-00665) on Feb. 1, 2013. According to the Hendesonville Lightning report, Mr. Gregg listed assets including $389 million in real property (including a 298- acre granite quarry he valued at $326 million); $2.7 million in personal property, including $2.5 million in intellectual property for the value of Oneita Industries, once the largest T-shirt and baby clothes maker in the U.S.; and $8,491 in cash. In all, he claimed $393 million worth of assets versus $13 million in debts. His balance sheet notwithstanding, he wasn't paying his bills, records show. Russell Brands, the athletic wear company, holds a $1.22 million mortgage on the Flat Rock property. As reported by the Troubled Company Reporter on Jan. 31, 2014, Bankruptcy Judge David R. Duncan denied the request of Russell Brands for relief from the automatic stay in Mr. Gregg's Chapter 11 case to foreclose on the historic home at 486 Rutledge Drive in Flat Rock, North Carolina. According to the Hendesonville Lightning report, bankruptcy trustee R. William Metzger Jr. proposed holding 10% of the sale proceeds to cover costs and paying the mortgage holder $495,000. Mr. Gregg bought the house and land in 1995 from Albert and Sarah Little "Pepper" Moreno for $1.05 million. WPCS INTERNATIONAL: Amends Asset Purchase Pact with EC Company -------------------------------------------------------------- WPCS International Incorporated entered into an amendment to the asset purchase agreement dated March 31, 2014, by and among the Company, WPCS-International Seattle, Inc., and EC Company, as purchaser. The Amendment provides that in the event that the acquisition is not consummated by July 31, 2014, through no fault of EC Company, the purchase price will be reduced by $100,000. In addition, the Amendment allows for an extension of the due diligence condition. A full-text copy of the Amendment to the Asset Purchase Agreement by and among WPCS-International Incorporated, WPCS-Seattle and EC Company dated May 30, 2014, is available at http://is.gd/HLNY8T About WPCS International WPCS -- http://www.wpcs.com-- is a design-build engineering company that focuses on the implementation requirements of communications infrastructure. The company provides its engineering capabilities including wireless communications, specialty construction and electrical power to the public services, healthcare, energy and corporate enterprise markets worldwide. As reported by the TCR on Feb. 7, 2014, WPCS appointed Marcum LLP as its new independent registered public accounting firm. CohnReznick LLP resigned on Dec. 20, 2013, The Company's former auditors, CohnReznick LLP, in Roseland, New Jersey, expressed substantial doubt about WPCS International's ability to continue as a going concern following the annual report for the year ended April 30, 2013. The independent auditors noted that the Company has incurred net losses and negative cash flows from operating activities, had a working capital deficiency as of and for the years ended April 30, 2013, and 2012, and has an accumulated deficit as of April 30, 2013. The Company reported a net loss of $6.8 million on $42.3 million of revenue in fiscal 2013, compared with a net loss of $20.6 million on $65.5 million in fiscal 2012. As of Jan. 31, 2014, the Company had $22.37 million in total assets, $15.18 million in total liabilities and $7.19 million in total equity. YMCA OF MILWAUKEE: Section 341(a) Meeting Set on July 8 ------------------------------------------------------- A meeting of creditors in the bankruptcy cases of The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and YMCA Youth Leadership Academy, Inc., will be held on July 8, 2014, at 2:00 p.m. in Milwaukee, U.S. Courthouse, Room 190, 517 E. Wisconsin Avenue, Milwaukee, WI 53202. 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. The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wisc. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. Julie A. Tolan signed the petitions as chief executive officer. The Debtors estimated assets and debts of $10 million to $50 million. The case is assigned to Hon. Susan V. Kelley. Leverson & Metz, S.C., serves as the Debtors' counsel. * Use of Fairness Opinions at Plan of Arrangement Hearings Upheld ----------------------------------------------------------------- On April 7, 2014, Osler, Hoskin & Harcourt LLP commented on the decision of Justice David Brown of the Ontario Superior Court of Justice (Commercial List) in Re Champion Iron Mines Limited. In that case, the Court held that a fairness opinion from a financial adviser obtained by the board of directors in connection with a plan of arrangement was not admissible at the fairness hearing because it did not meet the requirements of the Rules of Civil Procedure applicable to expert evidence. As Osler noted then, the ruling called into question whether, in the future, courts would look for fairness opinions and disclosure documents that summarize fairness opinions to contain enhanced disclosure of the underlying financial analysis performed by, and fees paid to bankers, if the opinion is being put forward as evidence of the substantive fairness of the arrangement. In two recent decisions however, separate judges from the same Court have questioned the correctness of the decision in Champion Iron Mines and reverted to the Court's traditional practice of considering "the presence of a fairness opinion from a reputable expert" as among the indicia of fairness when considering whether a proposed plan of arrangement is fair and reasonable. In Re Bear Lake Gold Ltd., Justice Wilton Siegelheld that, "in the context of M&A transactions involving the acquisition of securities of an issuer by a third party," a fairness opinion is admissible both as evidence that the plan of arrangement is being put forward in good faith, as well as evidence of the fairness and reasonableness of the proposed transaction. In particular, Justice Wilton-Siegel found that: a fairness opinion constitutes evidence that the board of directors considered the fairness and reasonableness of the transaction based on objective evidence; and the disclosure of the fairness opinion to shareholders as part of the management information circular and, in particular, the reaction of shareholders and the market can provide further evidence as to the fairness and reasonableness of the proposed transaction and the integrity of the board of directors' process. In Royal Host, Justice Newbould expressly adopted the reasoning of Justice Wilton-Siegel in Bear Lake Gold and added that, contrary to the ruling in Champion Iron Mines, the purpose of a fairness opinion was a commercial one and a fairness opinion is not intended to be an expert report in a litigation context. Notably, in Bear Lake Gold, the Court stated that, in proposed plans of arrangement which did not involve the acquisition of securities of the issuer by a third party, but rather, for example, a reorganization of the interests of the existing securityholders, "if a party proposes to qualify a fairness opinion as expert evidence under the Rules of Civil Procedure, the detailed analysis that grounds the fairness opinion must be available if required by any objecting securityholders." As previously noted by Osler, these decisions highlight the continued utility to a board of directors of receiving expert financial advice and fairness opinions from reputable financial advisors as an important part of the process by which directors discharge their duty of care and make informed decisions in the M&A context. To date these decisions do not appear to have affected Canadian disclosure practices regarding fairness opinions and the underlying financial analysis. * Covington's Coffino Shortlisted for Euromoney Best in Insolvency ------------------------------------------------------------------ Catherine Dargan, co-chair of Covington & Burling's mergers and acquisitions practice, was named as "Best in Mergers & Acquisitions" by Euromoney Legal Media Group at its Americas Women in Business Law Awards ceremony in New York on June 5. The awards honor firms that set "the standard in terms of female-friendly work practices" and individual "women leading the field in the legal sector across the Americas." Ms. Dargan focuses on mergers and acquisitions, both public and private, and strategic partnering arrangements. In addition to structuring and negotiating transactions, she assists clients with corporate governance, compliance and other matters. In recent years, she has handled key transactions for major pharmaceutical and biotechnology firms such as AstraZeneca, Boehringer Ingelheim, Eisai, Eli Lilly, Salix, and Takeda, as well as consumer businesses such as Hanesbrands and Procter & Gamble. Five other Covington partners were shortlisted by Euromoney for Best Lawyer awards in other categories. Deborah Garza, co-chair of the firm's antitrust practice, and Anita Stork, vice chair of the antitrust practice, were shortlisted for Best in Antitrust. Jean Veta, widely recognized for defending financial institutions in enforcement matters, was shortlisted for Best in Financial Regulation. Dianne Coffino, a partner in Covington's corporate restructuring and bankruptcy practice group, was shortlisted for Best in Insolvency and Restructuring. Jennifer Johnson, co-chair of the firm's communications and media practice, was shortlisted for Best in Media & Entertainment. The firm was also shortlisted in four categories: Best Firm in the U.S. Northeast Region, Best Firm in the U.S. West Region, Best International Law Firm Latin America Practice and Best International Firm for Talent Management. In an increasingly regulated world, Covington & Burling LLP provides corporate, litigation, and regulatory expertise to help clients navigate through their most complex business problems, deals and disputes. Founded in 1919, the firm has more than 800 lawyers in offices in Beijing, Brussels, London, New York, San Diego, San Francisco, Seoul, Shanghai, Silicon Valley, and Washington. * ADGS Intends to Acquire Hong Kong Based Accounting Advisory Firm ------------------------------------------------------------------ ADGS Advisory, Inc. on June 9 disclosed that it has signed a Memorandum of Understanding to acquire a Hong Kong based accounting advisory company. The proposed consideration is expected to be approximately US $1.5M. The proposed completion date of the acquisition is expected to occur before November 2014. This will be the second acquisition for the Company in a twelve month period of time and a major component of this acquisition is its growth strategy. ADGS's President and Chief Executive Officer Florence Li Lai Ying stated "We are delighted that we will be acquiring this Hong Kong based accounting advisory company. Its team of professionals are strong, the quality of its business is excellent, and it will enhance our existing service offerings and broaden the Company's expertise in asset and property transfer and insolvency and enable us to capture additional business." Ms. Li further stated that the client base from the company intended to be acquired is expected to generate revenues of US $2M in 2015, and projects 40.6% growth in 2015 to about US $600,000, significantly outpacing Hong Kong's GDP growth rate of 3.5%." About ADGS ADGS Advisory, Inc. is primarily engaged in providing accounting, taxation, company secretarial, general corporate and consultancy services in Hong Kong. ADGS has a strong and successful background in the Hong Kong market, most notably bankruptcy and insolvency services to a variety of customers including high growth industries in China. ADGS intends to further bolster its growth via additional acquisitions. * Andrews Joins Houlihan as Financial Advisory Services Director ---------------------------------------------------------------- Houlihan Lokey, the international investment bank, on June 9 disclosed that Jeffrey Andrews has joined the firm as a Director in Financial Advisory Services (FAS), focusing on valuation of real estate and real estate entities. Mr. Andrews will further enhance the firm's expertise in matters pertaining to real estate including financial reporting, portfolio valuation, transaction opinions, market analysis, and litigation support. He is based in the firm's Los Angeles office. Mr. Andrews joins from Alvarez & Marsal's Los Angeles office, where he was a Senior Director in the Real Estate Advisory Services group, advising a range of clients on real estate valuation matters. He has more than 15 years of experience in real estate valuation and has advised on some of the largest real estate transactions during that period. His extensive experience includes leading a prior firm's real estate team in reviewing approximately $55 billion in commercial real estate positions as part of a high profile bankruptcy; leading the fairness opinion and purchase price allocation for a $2 billion REIT IPO; and conducting a financial reporting valuation of more than 600 senior housing projects totaling approximately $7 billion for a REIT. "Jeff's credentials are outstanding, and he significantly strengthens our valuation service offering in the real estate sector," said Karen Miles, Managing Director and Head of the firm's FAS business in Southern California. "We're delighted that he's joining Houlihan Lokey and we are confident that he will be invaluable to our clients, particularly those managing large, complex real estate transactions and valuation issues," she added. "Houlihan Lokey's longstanding and deep expertise in the valuation of nearly every type of asset has resulted in a practice that is unmatched in the industry," said Mr. Andrews. "I look forward to working with my colleagues in Financial Advisory Services and across the firm's other businesses to maintain the standard of excellence that the firm delivers to its clients," he continued. Mr. Andrews holds a B.S. in Real Estate from San Diego University. He is also an MAI Designated Member of the Appraisal Institute and a Member of the National Association of Real Estate Investment Trusts. Houlihan Lokey -- http://www.HL.com-- is an international investment bank with expertise in mergers and acquisitions, capital markets, financial restructuring, and valuation. The firm serves corporations, institutions, and governments worldwide with offices in the United States, Europe, and Asia. Houlihan Lokey is ranked as the No. 1 global restructuring advisor, the No. 1 M &A fairness opinion advisor for U.S. transactions over the past 10 years, and the No. 1 M &A advisor for U.S. transactions under $3 billion, according to Thomson Reuters. * James Nugent Joins Huron Consulting's Business Advisory Practice ------------------------------------------------------------------ Huron Consulting Group, a provider of business consulting services, on June 10 announced the addition of James E. Nugent as a managing director within its Business Advisory practice to further strengthen the turnaround and restructuring team. Mr. Nugent brings the Huron Business Advisory team a depth of knowledge and vital experience, most notably in the healthcare industry, accomplishing complex financial and operational turnarounds in recovery situations. "Economic uncertainty and marketplace challenges continue to drive demand for business advisory services in a wide variety of industries. Healthcare providers, in particular, are facing business challenges leading them to assess strategic alternatives, including potential affiliations, mergers and restructuring to continue to be successful or to survive," said John C. DiDonato, managing director and Huron Business Advisory leader. "We are pleased to welcome Jim to Huron's Business Advisory team and are confident that he will bring value to our clients across industries." Mr. Nugent has nearly 30 years of experience providing business advisory, corporate recovery and restructuring services, including extensive healthcare experience having worked with more than 100 healthcare clients during his career. Prior to joining Huron, he most recently served as senior managing director at Mesirow Financial Consulting, and had an accomplished 19-year career at KPMG LLP. Mr. Nugent, who is a Certified Insolvency and Restructuring Advisor, also serves as Vice Chairman of the Board of Trustees at Thorek Memorial Hospital in Chicago. At Huron, Mr. Nugent will help clients address restructuring issues and turnaround situations in the healthcare industry as well as across a broad range of industries. About Huron Business Advisory Huron Business Advisory resolves complex business issues and enhances value with a full suite of services for middle-market companies and larger businesses, including forensic investigations, transaction advisory, restructuring and turnaround, interim management, capital raising, operational improvement, and valuation. About Huron Consulting Group Huron Consulting Group -- http://www.huronconsultinggroup.com-- helps clients in diverse industries improve performance, transform the enterprise, reduce costs, leverage technology, process and review large amounts of complex data, address regulatory changes, recover from distress and stimulate growth. The firm's professionals employ their expertise in finance, operations, strategy and technology to provide its clients with specialized analyses and customized advice and solutions that are tailored to address each client's particular challenges and opportunities to deliver sustainable and measurable results. The firm provides consulting services to a wide variety of both financially sound and distressed organizations, including healthcare organizations, leading academic institutions, Fortune 500 companies, governmental entities and law firms. Huron has worked with more than 425 health systems, hospitals, and academic medical centers; more than 400 corporate general counsel; and more than 350 universities and research institutions. * Hangley Aronchick Partner Nominated as Next Bankr. Judge ---------------------------------------------------------- Ashely Chan, a partner at law firm Hangley Aronchick Segal Pudlin & Schiller, has been nominated to succeed the retiring Bruce I. Fox as a U.S. bankruptcy judge in the eastern district of Pennsylvania, Jeff Blumenthal's Philadelphia Business Journal reported. According to the report, Ms. Chan was nominated by the Judicial Council of the Third Circuit, a group of local federal judges that select bankruptcy judges. The report said the Council interviewed leading candidates and made its recommendation to the appointing authority, the U.S. Court of Appeals for the Third Circuit. Ms. Chan was selected by the judges on the appeals court and her name must now pass the scrutiny of a 30-day period where lawyers can submit written comments pertaining to her qualifications. Those comments will be accepted until June 27. If all goes well with that and Ms. Chan passes an FBI background check, she will become the court?s next bankruptcy judge, joining four others sitting in Philadelphia and one in Reading. Ms. Chan cannot comment during this period. ********* 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 ***