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/raid1/www/Hosts/bankrupt/TCR_Public/140621.mbx T R O U B L E D C O M P A N Y R E P O R T E R Saturday, June 21, 2014, Vol. 18, No. 171 Headlines ARMORWORKS ENTERPRISES: Incurs $562,955 Net Loss at April 27 DIGITAL DOMAIN: Ends March with $5.26 Million Cash DIGITAL DOMAIN: Posts $1.06 Million Net Loss in April EDGENET INC: Net Loss Decreases to $430,000 in April EVENT RENTALS: Reports $1.23 Million Net Loss in April GLOBAL GEOPHYSICAL: Incurs $19.28 Million Net Loss in April HOSTESS BRANDS: Has $28.35 Million Cash at May 3 KEEN EQUITIES: Incurs $100,096 Net Loss in April MEE APPAREL: Reports $792,216 Net Loss in April OPTIM ENERGY: Suffers $387.07 Million Net Loss in April OVERSEAS SHIPHOLDING: Net Loss Down to $6.25 Million in April PITT PENN: Cash Balance Down to $38,451 at April 30 QUIZNOS: Records $10.14 Million Net Loss at April 30 RAPID-AMERICAN CORP: Cash Balance Down to $4.87-Mil. at April 30 SHELDRAKE LOFTS: Ends January With $4,629 Cash SHELDRAKE LOFTS: Ends February with $3,035 Cash SHELDRAKE LOFTS: Cash Balance Down to $1,525 in March SOUND SHORE: Reports $528,000 Total Operating Revenue in April ZUERCHER TRUST: Posts $3.52 Million in Total Assets in April ********* ARMORWORKS ENTERPRISES: Incurs $562,955 Net Loss at April 27 ------------------------------------------------------------ ArmorWorks Enterprises, LLC, on June 2, 2014, filed its monthly operating report for the period from March 31 through April 27, 2014. The Debtor incurred a $562,955 net loss on $70,534 net revenue for the current reporting period. The Debtor reported total assets of $35.54 million, total liabilities of $34.78 million, and a total shareholders' equity of $757,155. The Debtor had $116,868 cash at March 31. They listed total receipts of $1.11 million and total disbursements of $1.12 million. At April 27, the Debtor had $102,388 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/ArmorWorks_morApril2014.pdf About ArmorWorks Enterprises Military armor systems provider ArmorWorks Enterprises, LLC, and affiliate TechFiber LLC sought Chapter 11 protection (Bankr. D. Ariz. Case Nos. 13-10332 and 13-10333) in Phoenix on June 17, 2013, along with a plan that resolves a dispute with a minority shareholder and $3.5 million of financing that would save the company from running out of cash. ArmorWorks develops advanced survivability technology and designs and manufactures armor and protective products. ArmorWorks has produced over 1.25 million ceramic armor and composite armor protection components for a variety of personnel armor, aircraft, and vehicle applications. The Debtors have tapped Todd A. Burgess, Esq., John R. Clemency, Esq., Lindsi M. Weber, Esq., and Janel M. Glynn, Esq., at Gallagher & Kennedy, as counsel; and MCA Financial Group, Ltd., as financial advisor. ArmorWorks estimated $10 million to $50 million in assets and liabilities. The U.S. Trustee for Region 14 appointed creditors to serve on an Official Committee of Unsecured Creditors. Forrester & Worth, P.L.L.C. represents the Committee as its general counsel. As of May 26, 2012, ArmorWorks had total assets of $30.9 million and total liabilities of $12.04 million. ArmorWorks and TechFiber sought and obtained an order (i) transferring the In re TechFiber, LLC chapter 11 case to the Honorable Brenda Moody Whinery, the judge assigned to the ArmorWorks Chapter 11 case, and (ii) authorizing the joint administration of the Debtors' cases. DIGITAL DOMAIN: Ends March with $5.26 Million Cash -------------------------------------------------- DDMG Estate, f/k/a/ Digital Domain Media Group, Inc., and its subsidiaries, on June 6, 2014, filed a monthly operating report for the month of March 2014. The Debtors incurred a $999,607 net loss on zero revenue for the reporting period, a slight decrease from the $1.57 million net loss recorded in February. The Debtors declared $11.95 million in total assets, $126.83 million in total liabilities, and a -($114.89 million) total shareholders' equity. The Debtors had $5.16 million cash at the beginning of the month. They posted total receipts of $100,614 and total disbursements of $1,288. At month end, the Debtors had $5.26 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/DIGITALDOMAINmarch2014mor.pdf About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DIGITAL DOMAIN: Posts $1.06 Million Net Loss in April ----------------------------------------------------- DDMG Estate, f/k/a/ Digital Domain Media Group, Inc., and its subsidiaries, on June 6, 2014, filed a monthly operating report for the month of April 2014. The Debtors' statement of operations showed a net loss of $1.06 million on zero revenue for April, an increase from the $999,607 net loss incurred in March. The Debtors posted total assets of $11.79 million, total liabilities of $127.74 million, and a total shareholders' equity of -($115.95 million). The Debtors started April with $5.26 million cash. They listed total receipts of $75,595 and total disbursements of $104,610 for the reporting period. The Debtors spent $94,340 in professional fees. Thus, at the end of the month, the Debtors had $5.23 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/DIGITALDOMAINapril2014mor.pdf About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. EDGENET INC: Net Loss Decreases to $430,000 in April ---------------------------------------------------- Edgenet, Inc., filed, on May 21, 2014, its monthly operating report for April 2014. The Debtor posted a $430,000 net loss on $1.06 million total revenue for April, a reversal from the $1.12 million net income reported in March. The Debtor recorded $35.76 million in total assets, $112.97 million in total liabilities, and a -($210.33 million) total shareholders' equity. The Debtor had $13.18 million cash at the beginning of the month. It listed total receipts of $899,470 and total disbursements of $1.42 million. Among others, it disbursed $77,429 in professional fees. At the end of the month, the Debtor had $12.66 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/EDGENETINCapril2014mor.pdf About Edgenet Inc. Edgenet, Inc., and Edgenet Holding Corp. are providers of cloud- based content and applications that enable companies to sell more products and services with greater ease across multiple channels and devices. Edgenet has three business locations: Waukesha, WI, Brentwood, TN, and its main office in Atlanta, GA. The Company has 80 employees. Edgenet Inc. and Edgenet Holding filed for Chapter 11 bankruptcy protection in Delaware (Lead Case No. 14-10066) on Jan. 14, 2014. Edgenet Inc. estimated assets of at least $10 million and liabilities of $100 million to $500 million. Raymond Howard Lemisch, Esq., at Klehr Harrison Harvey Branzburg LLP, in Wilmington, Delaware, serves as counsel to the Debtors; Glass Ratner Advisory & Capital Group LLC is the financial advisor; JMP Securities, LLC, is the investment banker, and Phase Eleven Consultants, LLC, is the claims and noticing agent. The U.S. Trustee has been unable to appoint an official unsecured creditors committee as no sufficient interest has been generated from creditors. Fred Marxer, Timothy Choate and Davis Carr, individuals and holders of a segment of the promissory notes issued in 2004 that have been referred to by Edgenet, Inc., et al., requested that the Court issue an order appointing an official committee of Seller Noteholders, or in the alternative, an official committee of unsecured creditors, with members appointed from the Seller Noteholders who agree to waive any continued security interest arising from the Seller Notes. Roberta A. DeAngelis, the U.S. Trustee for Region 3, appointed on March 13, 2014, five noteholders to serve on the Official Committee of Note Holders. In May, Bankruptcy Judge Brendan L. Shannon denied Edgenet Inc., et al.'s motion to disband the Noteholders Committee. The Noteholders Committee has retained Morris James LLP's Jeffrey R. Waxman, Esq.; and Cooley LLP's Cathey Hershcopf, Esq., and Jeffrey L. Cohen, Esq., as co-counsel to the Committee. EVENT RENTALS: Reports $1.23 Million Net Loss in April ------------------------------------------------------ After-Party2, Inc., (f/k/a Event, Rentals, Inc.) et al., filed, on May 21, 2014, a monthly operating report for April 2014. The Debtors' income statement showed a $1.23 million net loss on $19.47 million total revenue for April. At April 27, the Debtors had total assets of $156.29 million, total liabilities of $271.37 million, and a total shareholders' equity of -($115.08 million). The Debtors reported total cash inflows of $17,956 and total cash outflows of $20,475. A copy of the monthly operating report is available at: http://bankrupt.com/misc/EVENTRENTALSapril2014mor.pdf About Event Rentals Event Rentals Inc., the largest event-rental provider in the U.S., filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 14-bk-10282) on Feb. 13, 2014. Event Rentals, which sought bankruptcy protection with affiliates, including Classic Midwest, Inc., has 39 locations across 22 markets. The company has the largest offering of event equipment, value-added event services, and temporary structure assets, and provide services for over 145,000 events for approximately 55,000 customers annually. The company taps 2,500 employees throughout the year and has total annual revenues of $235 million. Assets were listed for $148 million, with debt of $246 million. The Debtors owe $175 million in outstanding principal under a senior secured credit agreement; $36 million in outstanding principal under certain unsecured and subordinated liquidity notes; $5.5 million in outstanding principal under certain unsecured and subordinated seller financing relating to business acquisitions; and trade debt, as of Dec. 26, 2013, totaling $16.6 million. The Debtors have tapped Jeffrey M. Schlerf, Esq., and John H. Strock, Esq., at Fox Rothschild LLP as local counsel; John K. Cunningham, Esq., and Craig H. Averch, Esq., at White & Case LLP as bankruptcy counsel; Jefferies LLC as financial advisor; and Kurtzman Carson Consultants LLC as claims and noticing agent. The Debtors sought bankruptcy protection as they seek a new owner to take over the business. Existing lenders led by Ableco Finance LLC, as administrative agent, have agreed to finance the bankruptcy with a DIP financing facility of up to $20 million. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed seven creditors to serve on the Official Committee of Unsecured Creditors for the Debtors' Chapter 11 cases. The Debtors disclosed that funds managed by Apollo Global Management, LLC, submitted the winning offer to acquire substantially all of the Debtors' business at the April 21, 2014 auction. Apollo acquired the business for $125.2 million in cash. GLOBAL GEOPHYSICAL: Incurs $19.28 Million Net Loss in April ----------------------------------------------------------- Autoseis, Inc., et al., filed a monthly operating report with the U.S. Securities and Exchange Commission for April 2014. The Debtors incurred a net loss of $19.28 million on revenues of $37.35 million in April. At April 30, the Debtors posted total assets of $455.67 million, total liabilities of $468.84 million, and a total shareholders' deficit of $13.17 million. The Debtors had $2.45 million at the beginning of the month. They listed $134.84 million in total receipts and $117.09 million in total disbursements. Thus, at the end of the month, the Debtors had $41.21 million. A copy of the monthly operating report is available at the SEC at: http://is.gd/NLHuOl About Global Geophysical, Autoseis et al. Global Geophysical Services Inc., a provider of seismic data for the oil and gas drilling industry, sought bankruptcy protection, intending to reorganize on its own with additional capital or explore a sale or other transaction. Based in Missouri City, Texas, Global Geophysical disclosed assets of $468.7 million and liabilities totaling $407.3 million as of Sept. 30, 2013. Liabilities include $81.8 million on a secured term loan owing to TPG Specialty Lending Inc. and Tennenbaum Capital Partners LLC. TPG is the lenders' agent. Global also owes $250 million on two issues of 10.5 percent senior unsecured notes, with Bank of New York Mellon Trust Co. as indenture trustee. Global Geophysical and five affiliates, including Autoseis, Inc. (lead debtor), filed Chapter 11 petitions in Corpus Christi, Texas (Bankr. S.D. Tex. Lead Case No. 14-20130) on March 25, 2014. The Debtors have tapped Luckey McDowell, Esq., at Baker Botts L.L.P., as general bankruptcy counsel, and Shelby A. Jordan, Esq., at Jordan, Hyden, Womble, Culbreth & Holzer, P.C., as local counsel. Alvarez & Marsal serves as restructuring advisors, Fox Rothschild Inc. as financial advisor, and Prime Clerk as claims and noticing agent. Judy A. Robbins, the U.S. Trustee for Region 7, has selected seven creditors to the Official Committee of Unsecured Creditors. HOSTESS BRANDS: Has $28.35 Million Cash at May 3 ------------------------------------------------ Hostess Brands, Inc., et al., on June 6, 2014, filed a monthly operating report for the period from April 6 through May 3, 2014. The Debtors posted a $3.15 million net loss on zero revenue. The Debtors recorded $213.49 million in total assets, $2.66 billion in total liabilities, and a $2.44 billion total shareholders' deficit. At April 6, the Debtors had $29.51 million cash. They recorded total receipts of $1.03 million and total disbursements of $2.19 million for the reporting period. They spent $1.05 million in professional fees. As a result, the Debtors had $28.35 million cash at the end of the period. A copy of the monthly operating report is available at: http://bankrupt.com/misc/HOSTESSBRANDSapril-may2014.pdf About Hostess Brands Founded in 1930, Irving, Texas-based Hostess Brands Inc., is known for iconic brands such as Butternut, Ding Dongs, Dolly Madison, Drake's, Home Pride, Ho Hos, Hostess, Merita, Nature's Pride, Twinkies and Wonder. Hostess has 36 bakeries, 565 distribution centers and 570 outlets in 49 states. Hostess filed for Chapter 11 bankruptcy protection early morning on Jan. 11, 2011 (Bankr. S.D.N.Y. Case Nos. 12-22051 through 12-22056) in White Plains, New York. Hostess Brands disclosed assets of $982 million and liabilities of $1.43 billion as of the Chapter 11 filing. The bankruptcy filing was made two years after predecessors Interstate Bakeries Corp. and its affiliates emerged from bankruptcy (Bankr. W.D. Mo. Case No. 04-45814). In the new Chapter 11 case, Hostess has hired Jones Day as bankruptcy counsel; Stinson Morrison Hecker LLP as general corporate counsel and conflicts counsel; Perella Weinberg Partners LP as investment bankers, FTI Consulting, Inc. to provide an interim treasurer and additional personnel for the Debtors, and Kurtzman Carson Consultants LLC as administrative agent. Matthew Feldman, Esq., at Willkie Farr & Gallagher, and Harry Wilson, the head of turnaround and restructuring firm MAEVA Advisors, are representing the Teamsters union. Attorneys for The Bakery, Confectionery, Tobacco Workers and Grain Millers International Union and Bakery & Confectionery Union & Industry International Pension Fund are Jeffrey R. Freund, Esq., at Bredhoff & Kaiser, P.L.L.C.; and Ancela R. Nastasi, Esq., David A. Rosenzweig, Esq., and Camisha L. Simmons, Esq., at Fulbright & Jaworski L.L.P. The official committee of unsecured creditors selected New York law firm Kramer Levin Naftalis & Frankel LLP as its counsel. Tom Mayer and Ken Eckstein head the legal team for the committee. Hostess Brands in mid-November 2012 opted to pursue the orderly wind down of its business and sale of its assets after the Bakery, Confectionery, Tobacco and Grain Millers Union (BCTGM) commenced a nationwide strike. The Debtor failed to reach an agreement with BCTGM on contract changes. Hostess Brands sold its businesses and most of the plants to five different buyers for an aggregate of $860 million. Hostess still has some plants, depots and other facilities the buyers didn't acquire. The bankruptcy estate has changed its name to Old HB Inc. KEEN EQUITIES: Incurs $100,096 Net Loss in April ------------------------------------------------ Keen Equities, LLC, on June 2, 2014, filed a monthly operating report for April 2014. The Debtor incurred a net loss of $100,096 on zero income for the month. The Debtor had $408,705 cash at the beginning of the month. It recorded $39,971 in total receipts and $100,096 in total disbursements. At month end, the Debtor had $348,579 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/KeenEquitiesLLC_morapril2014.pdf Keen Equities, LLC, filed a Chapter 11 petition (Bankr. E.D.N.Y. Case No. 13-46782) on Nov. 12, 2013. The petition was signed by Y.C. Rubin as manager. The Debtor disclosed total assets of $15.1 million and total liabilities of $6.84 million. Judge Nancy Hershey Lord presides over the case. Goldberg Weprin Finkel Goldstein LLP serves as the Debtor's counsel. MEE APPAREL: Reports $792,216 Net Loss in April ----------------------------------------------- MEE Apparel LLC, on May 21, 2014, filed a monthly operating report for April 2014. The Debtor reported a net loss of $792,216 on net revenue of $208,705 for the month. At April 30, the Debtor had $40.50 million in total assets, $64.59 million in total liabilities, and -($24.09 million) in total shareholders' equity. The Debtor started April with $110,416 cash. It reported total receipts of $6.36 million and total disbursements of $3.96 million for the reporting period. At month end, the Debtor had $2.51 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/MEEAPPARELapril2014mor.pdf About MEE Apparel Founded in 1993 by Marc Ecko, Gerszberg and Marci Tapper, MEE Apparel LLC and MEE Direct LLC are providers of youth apparel and streetwear under the "Ecko Unltd." and "Unltd." brands. Evolving from just six t-shirts and a can of spray paint, MEE has become a full scale global fashion and lifestyle company. In 2013, MEE Apparel generated gross sales of approximately $50 million. MEE Apparel LLC and MEE Direct LLC filed Chapter 11 bankruptcy petitions (Bankr. D.N.J. Case Nos. 14-16484 and 14-16486) on April 2, 2014. The Debtors have a deal to sell the assets to owner and lender Seth Gerszberg's Suchman, LLC, at a bankruptcy court-sanctioned auction. As of the Petition Date, the Debtors had assets of approximately $30 million and liabilities of $62 million, including $25 million of debt outstanding to unsecured creditors. Judge Christine M. Gravelle presides over the Chapter 11 cases. Cole, Schotz, Meisel, Forman & Leonard, P.A., serves as the Debtor's counsel. Prime Clerk LLC is the Debtor's claims and noticing agent. Innovation Capital, LLC, acts as the Debtor's investment banker. The petitions were signed by Jeffrey L. Gregg as chief restructuring officer. OPTIM ENERGY: Suffers $387.07 Million Net Loss in April ------------------------------------------------------- Optim Energy, LLC, and its affiliates, on June 5, 2014, filed their monthly operating report for the month of April 2014. The Debtors recorded a net loss of $387.07 million on operating revenues of $28.20 million for the current reporting period, a large increase from the $5.41 million net loss incurred in March. At April 30, the Debtor recorded total assets of $580.48 million, total liabilities of $773.10 million, and a total shareholders' equity of -($192.61 million). The Debtors started April with $25.90 million cash. They recorded total receipts of $42,460 and total disbursements of $1.07 million for the reporting period. Thus, at month end, they had $24.31 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/OptimEnergyLLC_morApril2014.pdf About Optim Energy Optim Energy, LLC, and its affiliates are power plant owners principally engaged in the production of energy in Texas's deregulated energy market. Optim owns and operates three power plants in eastern Texas: the Twin Oaks plant in Robertson County, Texas, the Altura Cogen plant in Harris County, Texas and the Cedar Bayou plant in Chambers County, Texas. The Altura and Cear Bayou plants are fueled by natural gas, and the third is coal- fired. Optim Energy and its affiliates sought Chapter 11 protection from creditors (Bankr. D. Del. Lead Case No. 14-10262) on Feb. 12, 2014. The Debtors have tapped Bracewell & Giuliani LLP and Morris, Nichols, Arsht & Tunnell LLP as attorneys; Protiviti Inc. as restructuring advisors; and Prime Clerk LLC as claims agent. Optim Energy, LLC scheduled $6,948,418 in assets and $716,561,450 in liabilities. Optim Energy Cedar Bayou 4, LLC, disclosed $183,694,097 in assets and $717,646,180 in liabilities as of the Chapter 11 filing. The Debtors have $713 million of outstanding principal indebtedness. On Feb. 27, 2014, Roberta A. DeAngelis, U.S. Trustee for Region 3, notified the Bankruptcy Court that she was unable to appoint an official committee of unsecured creditors in the Debtors' cases. The U.S. Trustee explained that there were insufficient responses to her communication/contact for service on the committee. OVERSEAS SHIPHOLDING: Net Loss Down to $6.25 Million in April ------------------------------------------------------------ Overseas Shipholding Group, Inc., et al., filed a monthly operating report with the U.S. Securities and Exchange Commission for April 2014. The Debtors reported a net loss of $6.25 million on total revenues of $82.31 million in April, a decrease from the $15.5 million net loss suffered in March. At April 30, the Debtors declared total assets of $3.67 billion, total liabilities of $3.73 billion, and a total shareholders' deficit of $58.62 million. The Debtors started April with $638.68 million cash. They posted $100.68 million in total receipts and $89.16 million in total disbursements. At the end of the month, the Debtors had $650.20 million cash. A copy of the April monthly operating report is available at the SEC at http://is.gd/7l1YwY 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. * * * In March 2014, OSG filed a plan of reorganization that hinges on a plan support agreement it struck with lenders holding an aggregate of approximately 77% of amounts outstanding under the Company's Unsecured Revolving Credit Facility. The Debtors and the so- called Consenting Lenders also agreed to the terms of a $300,000,000 rights offering, which would be backstopped by the Consenting Lenders. The Original Plan generally provided that creditors' allowed non-subordinated claims against the Debtors other than claims under the Unsecured Revolving Credit Facility, would be paid in full, in cash, including post-petition interest, or reinstated and holders of equity interests and claims subordinated pursuant to section 510(b) of the Bankruptcy Code would receive a combination of shares of common stock and warrants issued by reorganized OSG valued at approximately $61,400,000. Under the Original Plan, holders of claims arising out of the Unsecured Revolving Credit Facility would receive their pro rata share of stock and warrants of the reorganized OSG. In addition, the Original Plan provided that the 7.50% Unsecured Senior Notes due in 2024 issued by OSG and the 8.125% Unsecured Senior Notes due in 2018 issued by OSG will be reinstated, following payment of outstanding interest. The Debtors also entered into a commitment letter with Goldman Sachs Bank USA to provide $935,000,000 in exit financing to the fund the Debtors' emergence from bankruptcy. Late in April, following negotiations with equity holders and the official committee of equity security holders, OSG abandoned the agreement with the Consenting Lenders as well as the Original Plan, and filed an amended Plan premised on an equity commitment agreement with the Equity Holders, who collectively hold approximately 30% of the outstanding shares of the Company. Each Commitment Party has agreed to purchase shares in a rights offering with an aggregate offering amount of $1,500,000,000, and committed to purchase shares in respect of unexercised subscription rights in the rights offering. The Debtors will distribute to each Equity Holder one subscription right in respect of each existing equity interest held by such Equity Holder. So- called Class B securities carry an entitlement to distribution of up to 10 % of the net litigation recovery in the malpractice lawsuit against Proskauer Rose LLP and four of its partners. The Debtors also abandoned the financing deal with Goldman Sachs and, instead, accepted the funding offer from Jefferies Finance LLC, which consisted of (a) a $600,000,000 term loan secured by a first lien on the Debtors' U.S. Flag assets; (b) a $600,000,000 term loan secured by a first lien on the Debtors' International Flag assets; (c) a $75,000,000 asset based revolving loan facility; and (d) a $75,000,000 revolving loan facility. On May 27, 2014, the Debtors won Bankruptcy Court approval of the disclosure statement explaining their amended plan of reorganization that effectuates the terms of an alternative plan received from the parties under an Equity Commitment Agreement. Those parties include certain holders of existing equity interests of the Company representing approximately 30% of the existing common stock of OSG. The plan confirmation hearing is on July 18, 2014, at 9:30 a.m., prevailing Eastern Time. The Court has directed that objections to confirmation of the plan should be filed by July 11, 2014. PITT PENN: Cash Balance Down to $38,451 at April 30 ---------------------------------------------------- Pitt Penn Holding Company, Inc., on June 9, 2014, filed its monthly operating report for the month of April 2014. The Debtor reported a net loss of $14,376 on zero revenue for the current reporting period, a slight increase from the $12,523 net loss recorded in March. At April 30, the Debtor listed $7.60 million in total assets, $17.53 million in total liabilities, and a -($9.93 million) total shareholders' equity. The Debtor began April with $35,388 cash. They posted total receipts of $72,000 and total disbursements of $68,936. Among the disbursements are $19,608 in professional fees. At the end of the month, the Debtor had $38,451 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/PITTPENNapril2014mor.pdf About Pitt Penn and Industrial Enterprises Pitt Penn Holding Co., Inc., and Pitt Penn Oil Co., LLC, each filed voluntary petitions for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11475 and 09-11476) on April 30, 2009. Industrial Enterprises of America, Inc., f/k/a Advanced Bio/Chem, Inc., filed for Chapter 11 protection (Bankr. D. Del. Case No. 09-11508) on May 1, 2009. EMC Packaging, Inc., filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case No. 09-11524) on May 4, 2009. Unifide Industries, LLC, and Today's Way Manufacturing LLC, each filed a voluntary petition for Chapter 11 relief (Bankr. D. Del. Case Nos. 09-11587 and 09-11586) on May 6, 2009. PPH, PPO, EMC, Unifide, and Today's Way are each subsidiaries of IEAM. The cases are jointly administered under Case No. 09-11475. Christopher D. Loizides, Esq., at Loizides, P.A., in Wilmington, Del., represents the Debtors as counsel. In its petition, Industrial Enterprises disclosed total assets of $50,476,697 and total debts of $17,853,997. Industrial Enterprises originally operated as a holding company with four wholly owned subsidiaries -- PPH, EMC, Unifide, and Today's Way. PPH, through its wholly owned subsidiary, PPO, was a leading manufacturer, marketer and seller of automotive chemicals and additives. EMC's original business consisted of converting hydrofluorocarbon gases R134a and R152a into branded private label refrigerant and propellant products. Unifide was a leading marketer and seller of automotive chemicals and additives. Today's Way manufactured and packaged the products which were sold by Unifide. Norman L. Pernick was appointed as the chapter 11 trustee for the Debtors. The trustee tapped Cole, Schotz, Meisel, Forman & leonard, P.A., as counsel, and CohnReznick LLP as his exclusive financial advisor. QUIZNOS: Records $10.14 Million Net Loss at April 30 ---------------------------------------------------- QCE Finance LLC, et al., on May 30, 2014, filed a monthly operating report for the period covering March 14 until Arpil 30, 2014. The Debtors recorded a net loss of $10.14 million on total revenues of $23.44 million. QCE Finance listed $213.01 million in total assets, $700.28 million in total liabilities, and a -($484.27 million) total shareholders' equity. The Debtors had $2.06 million cash at the beginning of the period. They posted total receipts of $15.65 million and total disbursements of $5.38 million for the reporting period. The Debtors spent $357,000 in professional fees. As a result, the Debtors had $12.17 million cash at April 30. A copy of the monthly operating report is available at: http://bankrupt.com/misc/Quiznos_morMarch2014.pdf About Quiznos Denver-based Quiznos -- http://www.quiznos.com-- is a chain designed for today's busy consumers who are looking for a high quality, tasty, freshly prepared alternative to traditional fast- food restaurants. With locations in 50 states and 30 countries, Quiznos is one of the world's premier quick-service restaurant chains and pioneer of the toasted sandwich; Quiznos restaurants offer creative, chef-created sandwiches and salads using premium ingredients. Quiznos was founded in 1981 by chefs who discovered that toasting brought out the best in every sandwich ingredient. QCE Finance LLC and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on March 14, 2014. The lead case is QCE Finance LLC (Case No. 14-10543, Bankr. D.Del.). The case is assigned to Judge Peter J. Walsh. The Debtors' lead counsel are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Jason P. Rubin, Esq., and Kristine G. Manoukian, Esq., at AKIN GUMP STRAUSS HAUER & FELD LLP, in New York. The Debtors' local counsel is Mark D. Collins, Esq., and Amanda Steele, Esq., at RICHARDS, LAYTON & FINGER, P.A., in Wilmington, Delaware. The Debtors' investment banker and financial advisor is Matthew J. Hart of LAZARD FRERES & CO. LLC. Paul Ruh, Mark A. Roberts, and Jonathan Tibus of Alvarez & Marsal serves as the Debtors' restructuring advisors. Prime Clerk LLC serves as the Debtors' claims and noticing agent. The lead debtor, QCE Finance LLC, scheduled $736,858 in total assets plus "undetermined amounts". It scheduled $618,437,362 plus "undetermined amounts" as liabilities. The U.S. Trustee has appointed a seven-member official committee of unsecured creditors. The Committee has tapped Cousins Chipman & Brown LLP's Scott D. Cousins, Esq., and Ann Kashishian, Esq.; and Otterbourg P.C.'s Scott L. Hazan, Esq., Jenette A. Barrow- Bosshart, Esq., and David M. Posner, Esq., as counsel. Avenue Capital Management II, L.P. and its affiliates are represented by John J. Rapisardi, Esq., and Joseph Zujkowski, Esq., at O'Melveny & Myers LLP in New York. Fortress Investment Group and its affiliates are represented by Skadden Arps Slate Meagher & Flom's Van C. Durrer, Esq. Co-counsel to the Consenting First Lien Lenders are Milbank Tweed Hadley & McCloy's Thomas R. Kreller, Esq., and David B. Zolkin, Esq., and Morris Nichols Arsht & Tunnell's Robert J. Dehney. Counsel to the First Lien Agent is Ropes & Gray's Mark R. Somerstein. Counsel to the Second Lien Agent is Pillsbury Winthrop's Bart Pisella, Esq., and Timothy P. Kober, Esq. Counsel to Vectra Bank Colorado, National Association, is Kasowitz Benson's Adam L. Shiff, Esq. RAPID-AMERICAN CORP: Cash Balance Down to $4.87-Mil. at April 30 ---------------------------------------------------------------- Rapid-American Corporation, on June 9, 2014, filed its monthly operating report for the month of May 2014. The Debtor listed $4,437 in total income. The Debtor had $5.02 million cash at the start of the month. It posted $4,437 in total receipts and $157,403 in total disbursements. Professional fees incurred total $119,021. At the end of the month, the Debtor had $4.87 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/RAPIDAMERICANmay2014mor.pdf About Rapid-American Corp. Rapid-American Corp. filed for Chapter 11 bankruptcy protection in Manhattan (Bankr. S.D.N.Y. Case No. 13-10687) on March 8, 2013, to deal with debt related to asbestos personal-injury claims. New York-based Rapid-American was formerly a holding company with subsidiaries primarily engaged in retail sales and consumer products and was never engaged in an asbestos business of any kind. Through a series of merger transactions going back more than 45 years, Rapid has nevertheless incurred successor liability for personal injury claims arising from plaintiffs' exposure to asbestos-containing products sold by The Philip Carey Manufacturing Company -- Old Carey -- as that entity existed prior to June 1, 1967. Attorneys at Reed Smith LLP serve as counsel to the Debtor. The Debtor disclosed assets in excess of $4,446,261 and unknown liabilities. The Official Committee of Unsecured Creditors retained Caplin & Drysdale, Chartered, as counsel. Young Conaway Stargatt & Taylor, LLP, represents Lawrence Fitzpatrick, the Future Claimants' Representative, as counsel. SHELDRAKE LOFTS: Ends January With $4,629 Cash ---------------------------------------------- Sheldrake Lofts LLC, on May 2, 2014, filed its monthly operating report for the month of January 2014. The Debtor suffered a net loss of $1,525 on zero revenues for the month. The Debtor declared total assets of $4,629, total liabilities of $2.16 million, and a net owners' equity of -($2.15 million). The Debtor had $6,154 cash to begin the month. It listed total disbursements of $1,525 and no receipts for the reporting period. At the end of the month, the Debtor had $4,629 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/SheldrakeLoftsLLC_morjanuary2014.pdf About Sheldrake Lofts New Rochelle, New York-based Sheldrake Lofts LLC owns several contiguous parcels of real property in the Village of Mamaroneck situated along the Sheldrake River: 270 Waverly Avenue, 206-208 Waverly Avenue, 188 Waverly Avenue. It filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010. David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and its debts at $10 million to $50 million as of the Petition Date. SHELDRAKE LOFTS: Ends February with $3,035 Cash ----------------------------------------------- Sheldrake Lofts LLC, on May 2, 2014, filed its monthly operating report for the month of February 2014. The Debtor incurred a net loss of $1,593 on zero revenue. The Debtor posted total assets of $3,036, total liabilities of $2.16 million, and a net owners' equity of -($2.15 million). The Debtor started February with $4,629 cash. It recorded total disbursements of $1,593. At month end, the Debtor had $3,035 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/SheldrakeLoftsLLC_morfebruary2014.pdf About Sheldrake Lofts New Rochelle, New York-based Sheldrake Lofts LLC owns several contiguous parcels of real property in the Village of Mamaroneck situated along the Sheldrake River: 270 Waverly Avenue, 206-208 Waverly Avenue, 188 Waverly Avenue. It filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010. David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and its debts at $10 million to $50 million as of the Petition Date. SHELDRAKE LOFTS: Cash Balance Down to $1,525 in March ----------------------------------------------------- Sheldrake Lofts LLC, on May 2, 2014, filed a monthly operating report for March 2014. The Debtor listed a net loss of $1,525. The Debtor had $1,511 in total assets, $2.15 million in total liabilities, and a -($2.16 million) net owners' equity. The Debtor started the month with $3,035 cash. It posted $1,525 in total disbursements. As a result, the Debtor ended the month with $1,510 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/SheldrakLoftsLLC_mormarch2014.pdf About Sheldrake Lofts New Rochelle, New York-based Sheldrake Lofts LLC owns several contiguous parcels of real property in the Village of Mamaroneck situated along the Sheldrake River: 270 Waverly Avenue, 206-208 Waverly Avenue, 188 Waverly Avenue. It filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 10-23650) on Aug. 10, 2010. David H. Wander, Esq., at Davidoff, Malito & Hutcher, LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its assets at $50 million to $100 million and its debts at $10 million to $50 million as of the Petition Date. SOUND SHORE: Reports $528,000 Total Operating Revenue in April -------------------------------------------------------------- Sound Shore Medical Center of Westchester and its affiliates, on May 30, 2014, filed a monthly operating report for April 2014. The Debtors reported a total operating revenue of $528,000 and total operating expenses of $607,000. The Debtors declared $55.62 million in total assets, $149.88 million in total liabilities, and a $94.26 million total net deficit. The Debtors had $1.32 million cash at the beginning of the month. They posted $908,715 in total receipts from operations and $980,241 in total receipts from operations for the reporting period. At the end of the month, the Debtors had $1.60 million cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/SoundShoreMedicalCentermorApril2014.pdf About Sound Shore Medical Center Sound Shore Medical Center of Westchester, Mount Vernon Hospital Inc., Howe Avenue Nursing Home and related entities sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 13-22840) on May 29, 2013, in White Plains, New York. The Debtors were the largest "safety net" providers for Southern Westchester County in New York. Affiliated with New York Medical College, Sound Shore is a not-for-profit 242-bed, community based- teaching hospital located in New Rochelle, New York. Mountain Vernon Hospital is a voluntary, not-for-profit 176-bed hospital located in Mount Vernon, New York. Howe Avenue Nursing Home is a 150-bed, comprehensive facility. The Debtors tapped Burton S. Weston, Esq., at Garfunkel Wild, P.C. as counsel; Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors; and GCG Inc., as claims agent. Alston & Bird LLP represents the Official Committee of Unsecured Creditors. Deloitte Financial Advisory Services LLP serves as the Committee's as financial advisor. Sound Shore disclosed assets of $159.6 million and liabilities totaling $200 million. Liabilities include a $16.2 million revolving credit and a $5.8 million term loan with Midcap Financial LLC. There is $9 million in mortgages with Sun Life Assurance Co. of Canada (US) and $11.5 million owing to the New York State Dormitory Authority. Neubert, Pepe & Monteith, P.C., represents Daniel T. McMurray, the patient care ombudsman for Sound Shore. The Debtors filed for bankruptcy to sell their assets, including their hospital and nursing home operations, to the Montefiore health system. On Aug. 8, 2013, the Bankruptcy Court entered an order, as affirmed and ratified by a Supplemental Sale Order entered on Oct. 15, 2013, approving the sale to Montefiore New Rochelle Hospital, Inc., Schaffer Extended Care Center, Inc., Montefiore Mount Vernon Hospital, Inc. and certain related affiliates. In June 2013, Montefiore added $4.75 million to its purchase offer to speed up the sale. Montefiore raised its bid to $58.75 million plus furniture and equipment as part of a request for a private sale of the hospitals. On Nov. 6, 2013 at 12:01 a.m., the closing of the Sale occurred and the sale became effective. Montefiore is represented by Togut, Segal & Segal LLP. ZUERCHER TRUST: Posts $3.52 Million in Total Assets in April ------------------------------------------------------------ The Zuercher Trust of 1999, on May 20, 2014, filed its monthly operating report for April 2014. The Debtor had total assets of $3.52 million and total liabilities of $30.31 million. The Debtor had $99,478 cash at the beginning of the month. It posted total receipts of $12,774 and total disbursements of $17,515. At the end of the month, the Debtor had $94,800 cash. A copy of the monthly operating report is available at: http://bankrupt.com/misc/ZuercherTrustof1999morApril2014.pdf About The Zuercher Trust of 1999 San Mateo, California-based The Zuercher Trust of 1999 filed for Chapter 11 bankruptcy (Bankr. N.D. Cal. Case No. 12-32747) on Sept. 26, 2012. Bankruptcy Judge Hannah L. Blumenstiel presides over the case. Derrick F. Coleman, Esq., at Coleman Frost LLP, served as the Debtor's counsel. The Debtor is now represented by: Bradley Kass, Esq. KASS & KASS LAW OFFICES 520 S. El Camino Real, Suite 810 San Mateo, CA 94402 The Debtor, a business trust, estimated assets and debts of $10 million to $50 million. The Debtor owns property in 621 S. Union Avenue, in Los Angeles. The property is currently in REAP for alleged city health code violations. In its schedules, the Debtor disclosed $28,450,000 in total assets and $12,084,015 in total liabilities. The petition was signed by Monica H. Hujazi, trustee of the Zuercher Trust. As reported in the TCR on March 22, 2013, August B. Landis, Acting U.S. Trustee for Region 17, obtained authorization from the U.S. Bankruptcy Court to appoint Peter S. Kravitz as Chapter 11 Trustee for The Zuercher Trust of 1999. Steven T. Gubner, Esq., and Richard D. Burstein, Esq., at Ezra Brutzkus Gubner LLP, represent the Chapter 11 Trustee as bankruptcy counsel. ********* 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. 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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. 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