/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140703.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, July 3, 2014, Vol. 18, No. 183 Headlines 148 WEST 142: Court Okays Hiring of PBL Business as Accountants ACADEMI HOLDINGS: S&P Assigns 'B+' Rating on $320MM 1st Lien Debt AEROGROW INTERNATIONAL: Incurs $4-Mil. Net Loss in Fiscal 2014 AQGEN LIBERTY: S&P Revises Outlook to Negative & Affirms 'B' ICR ASPEN GROUP: Obtains $100,000 From Private Placement B&B ALEXANDRIA: Files Bare-Bones Chapter 11 Petition in Virginia BAPTIST HOME: Maschmeyer Firm Okayed as Panel's Conflicts Counsel BAPTIST HOME: Hires Shea Advisory Services as Financial Advisor BAPTIST HOME: Wants to Hire Laura Solomon as Corp. & Tax Counsel BRUSH CREEK: Court Okays Hiring of 5280 Accounting as Bookkeepers CASTLE MANOR: Foreclosure Sale Set for Oct. 15 CHRYSLER GROUP: Ordered to Explain Delay in Fixing Jeeps CONSOLIDATED COMMUNICATIONS: Enventis Deal No Impact on B1 CFR CONSTAR INT'L: June 9 Fixed as General Claims Bar Date COUDERT BROTHERS: "Hourly Fee Matters" Not Bankrupt Firm's Assets DREXEL REALTY: Voluntary Chapter 11 Case Summary ELBIT IMAGING: Enters Into Debt Settlement Deal with Bank Leumi ELITE PHARMACEUTICALS: Reports $96.5MM Net Loss in Fiscal 2014 ELBIT IMAGING: InSightec Inks $50MM-$62MM Investment Agreement ENERGY FUTURE: Seeks Six-Month Extension to Remove Lawsuits ENERGY FUTURE: Gets Approval of Agreement With Texas' Comptroller ENERGY FUTURE: Files Schedules of Assets and Liabilities EXIDE TECHNOLOGIES: Panel Comments on Exclusivity Pd. Extn Sought EXIDE TECHNOLOGIES: Shams & Steward LLC Seeks Equity Committee FALCON STEEL: Files for Bankruptcy to Restructure Debt FALCON STEEL: Proposes to Use Texas Capital's Cash Collateral FIRED UP: Hearing Today on Employment of Unique Strategies FIRED UP: Hearing Today on Texas Property Sale to LG Acquisitions GENERAL MOTORS: CEO To Testify Before Senate Committee on July 17 GENERAL MOTORS: Judge Sets Schedule for 'Economic Victims? Fight GENCO SHIPPING: Prevails in Valuation Fight, Judge to Confirm Plan GLYECO INC: Registers 53.2 Million Shares for Resale GREEN POWER: New Chapter 11 Quickly Dismissed GUNLER FOODS: Case Summary & Largest Unsecured Creditors HAM'S RESTAURANTS: 4th Cir. Sends Flying Pigs Suit to State Court HUB HOLDINGS: Moody's Assigns 'B3' CFR; Outlook Negative HUB INTERNATIONAL: S&P Assigns 'CCC+' Rating to $380MM Notes IBCS MINING: Schedules and Statements Due July 11 INDEPENDENCE TAX II: Incurs $568,000 Net Loss in Fiscal 2014 IPREO HOLDINGS: Moody's Assigns B3 CFR Over Leveraged Buyout JAGUAR HOLDING: Moody's Affirms B2 Corp. Family Rating KMAP INC: Case Summary & 5 Largest Unsecured Creditors KSS HOLDINGS: S&P Affirms B+ CCR & Rates $500MM 1st Lien Debt B+ LIFE FUNDING: Case Summary & 12 Largest Unsecured Creditors LIME ENERGY: Has 50 Million Authorized Common Shares LINN ENERGY: S&P Affirms 'BB-' CCR on Asset Acquisition Plan MEE APPAREL: Files Liquidating Plan Following Sale MIG LLC: Proposes Prime Clerk as Claims Agent & Admin. Advisor MIG LLC: Greenberg Traurig Still Bankruptcy Counsel for New Case MIG LLC: Asks Court to Approve Natalia Alexeeva as CRO MIG LLC: Proposes Rothschild as Financial Advisor MMJV SAPPHIRE: Voluntary Chapter 11 Case Summary MORRIS BROWN: Two Buyers Purchase College for $14.5 Million NAUTILUS HOLDINGS: Has Interim $550,000 DIP Loan Approval NEW LIFE INT'L: Confirmation Hearing Set for Aug. 5 NORTHERN BERKSHIRE HEALTHCARE: Rival Bids for Assets Due July 24 PACIFIC STEEL: Speyside Equity Signs to Buy Assets for $11.3MM PHARMACEUTICAL PRODUCT: S&P Retains 'B' CCR on $600MM Add-On PLEASE TOUCH: S&P Lowers Rating on 2006 Revenue Bonds to 'D' PORTER MILL: Voluntary Chapter 11 Case Summary PR WIRELESS: Moody's Hikes CFR to Caa1 & rates $190MM Debt Caa1 PRICHARD, AL: Cleared to Leave Bankruptcy After Five Years QUIZNOS: Completes Financial Restructuring, Exits Chapter 11 RED LOBSTER: Moody's Assigns B3 CFR & Rates New $425MM Loans B3 RICEBRAN TECHNOLOGIES: Hal Mintz Holds 7.3% Equity Stake RODGERS AND RODGERS: Case Summary & 14 Top Unsecured Creditors SAN ANGELO COLTS: Case Summary & 20 Largest Unsecured Creditors SPECIALTY HOSPITAL: Silver Point Has Authority to Buy Assets SPECIALTY HOSPITAL: Petitioning Creditors Withdraw Trustee Motion SPECIALTY HOSPITAL: Gets Final Court OK on $15-Mil. DIP Loan SS&C TECHNOLOGIES: Moody's Hikes Corporate Family Rating to Ba2 THELEN LLP: "Hourly Fee Matters" Are Not Bankrupt Firm's Assets TRANS ENERGY: Presented at GHS 100 Energy Conference TRANS-LUX CORP: Retop Buys $2 Million Worth of Common Shares TREEHOUSE FOODS: Moody's Puts 'B2' CFR on Review for Downgrade VUZIX CORP: Stockholders Elected Five Directors VISCOUNT SYSTEMS: Issues 20.417 Series A Conv. Preferred Shares WAFERGEN BIO-SYSTEMS: Effects a Reverse Common Stock Split WEST CORP: Completes Private Offering of $1-Bil. Senior Notes WILTON BRANDS: Moody's Lowers Corp. Family Rating to 'Caa2' UNICOI WATER: S&P Affirms and Removes 'BB' Rating on Watch Neg. UNITY BUILDERS: Selling Undeveloped Calgary Lot; Bids Due July 25 UNIVERSAL CORP: Fitch Affirms 'BB' Preferred Stock Rating * Corinthian Colleges, ITT Educational Face Government Sanctions * Kelley Drye & Warren Appoints New Partners & Special Counsel * Recent Small-Dollar & Individual Chapter 11 Filings ********* 148 WEST 142: Court Okays Hiring of PBL Business as Accountants --------------------------------------------------------------- 148 West 142 Street Corp. sought and obtained permission from the Hon. Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York to employ PBL Business Advisory, LLC as accountants, nunc pro tunc to May 20, 2014. PBL Business will perform necessary accounting services for the Debtor, including but not limited to the preparation of the Debtor's state and federal 2013 corporate tax returns, and other accounting services as necessary for the successful prosecution of the Debtor's Chapter 11 case. The Court also ruled that compensation and reimbursement of expenses of PBL Business shall be paid upon a Court order granting a proper application pursuant to 11 U.S.C. Sections 330 and 331, as the case may be, and the applicable Bankruptcy Rules, Local Rules and fee and expense guidelines of the Court. Patrick Largie, managing member of PBL Business, 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. PBL Business can be reached at: Patrick Largie PBL BUSINESS ADVISORY LLC 521 5th Avenue, 17th Floor New York, NY 10175 Tel: (646) 872-2710 148 West 142 Street Corp. filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-22484) on April 10, 2014. Patsy J. Morton signed the petition as secretary/treasurer. Judge Robert D. Drain oversees the case. Alter & Brescia, LLP, is the Debtor's counsel. No Committee of Unsecured Creditors has been appointed in the case. ACADEMI HOLDINGS: S&P Assigns 'B+' Rating on $320MM 1st Lien Debt ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level rating and '2' recovery rating to Academi Holdings LLC's $320 million first-lien debt due 2019, which comprises a $200 million term loan and a $120 million revolver ($30 million drawn at close). The '2' recovery rating indicates S&P's expectation for substantial recovery (70%-90%) in a payment default scenario. ERSM (International) Ltd. is a limited borrower under the $120 million revolver. The U.S. borrower will guarantee ERSM's obligations, but ERSM is only liable for obligations under the senior credit facility relating to its own borrowings. At the same time, S&P assigned its 'CCC+' issue-level rating and '6' recovery rating to the company's $80 million second-lien term loan. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in a payment default scenario. The 'B' corporate credit rating on Academi Holdings is not affected by the company's modified capital structure proposal, since the higher interest expense and somewhat lower cash flow is largely offset by modestly lower debt outstanding at the transaction's closing. S&P continues to expect debt to EBITDA in the 3x-3.5x range in 2015. But S&P now expects EBITDA interest coverage of about 4x-5x in 2015, compared with its previous expectation for 5x-6x, which is still at the strong-end of the indicative range for an "aggressive" financial risk profile assessment. RECOVERY ANALYSIS Key analytical factors -- S&P has completed a recovery analysis and assigned issue- level and recovery ratings to Academi Holdings' first-lien revolver, first-lien term loan, and second-lien term loan. -- The company's revised capital structure comprises a $120 million first-lien revolver, a $200 million first-lien term loan, an $80 million second-lien term loan, and $10 million in subordinated seller notes related to the legacy Constellis ESOP plan. -- S&P's simulated default scenario contemplates a hypothetical default in 2017. A large part of the company's success is based on forging strategic relationships and maintaining a solid reputation. Under S&P's hypothetical default scenario, the company is unable to fulfill its duties in a satisfactory manner or incurs an operational mishap that adversely affects its reputation. This leads to a loss of a large number of key contracts with top customers (primarily the U.S. Department of State and the U.S. Department of Defense), causing revenue decline and margin contraction, which in turn impairs cash flow generation, erode liquidity, and ultimately lead to a payment default. -- S&P believes that if Academi were to default, a viable business model would remain because the company's specialized capabilities provide a valuable alternative to military options and a way to address the need for a global U.S. security and training presence during periods when the deployment of U.S. military personnel is reduced. Although the industry is highly fragmented among several localized private security firms, S&P believes that Academi benefits from strong technical capabilities and an established presence in certain key locations. Therefore, S&P believes that the debtholders would achieve the greatest recovery value through reorganization rather than through liquidation. -- S&P's default assumptions also include the following: LIBOR totaling 225 basis points (bps), a fully drawn revolver at default, a 125-bps increase in the margin on the revolver and first-lien term loan, a 100-bps increase in the margin on the second-lien term loan as a result of credit deterioration, and all debt includes six months of accrued interest. Simulated default and valuation assumptions -- Simulated year of default: 2017 -- EBITDA at emergence: $60 million -- EBITDA multiple: 4x Simplified waterfall -- Net enterprise value (after administrative costs): $228 million -- Valuation split (obligors/nonobligors): 100%/0% -- Collateral value available to secured creditors: $228 million -- Secured first-lien debt: $307 million -- Recovery expectations: 70%-90% -- Secured second-lien debt: $85 million -- Recovery expectations: 0%-10% -- Structurally subordinated debt: $10 million Note: All debt amounts include six months of prepetition interest. RATINGS LIST Academi Holdings LLC Corporate Credit Rating B/Stable/-- New Ratings Academi Holdings LLC ERSM (International) Ltd. $120 million first-lien revolver B+ Recovery Rating 2 Academi Holdings LLC $200 million first-lien term loan B+ Recovery Rating 2 $80 million second-lien term loan CCC+ Recovery Rating 6 AEROGROW INTERNATIONAL: Incurs $4-Mil. Net Loss in Fiscal 2014 -------------------------------------------------------------- Aerogrow International, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $4.13 million on $9.35 million of net revenue for the year ended March 31, 2014, as compared with a net loss attributable to common shareholders of $8.25 million on $7.33 million of net revenue for the year ended March 31, 2013. The Company incurred a net loss of $3.55 million for the year ended March 31, 2012. As of March 31, 2014, the Company had $4.54 million in total assets, $3.65 million in total liabilities and $894,000 in total stockholders' equity. As of March 31, 2014, the Company had had a cash balance of $1.7 million, of which $15,000 was restricted as collateral for the Company's various corporate obligations. This compares to a cash balance of $567,000 as of March 31, 2013, of which $42,000 was restricted. "In fiscal 2014, we began to achieve significant increases in sales, largely through second-half growth in our direct-to- consumer channel and encouraging results with several retail partnerships," said President and CEO, J. Michael Wolfe. "Net Sales for the second half of the year were $7.5 million, a 58.4% increase over the prior year period and adjusted EBITDA profitability for the period was $0.6 million, an impressive improvement compared to a loss of $0.2 million in the prior year period. "In the first half of the year, our net sales were actually down 30% year over year due to inventory shortages as we co-branded the product line as the "Miracle-Gro AeroGarden." Everything changed in the second half of the year as the co-branded products became available beginning in October, and we ended the year with 28% overall growth in sales. "Looking forward, I'm even more excited about fiscal 2015. I'm pleased to report that our efforts to further build the retail channel have been very well received. We anticipate increasing our presence or engaging in tests with many of the world's largest retailers this fall, including Amazon, BJ's, Costco, Meijer, Sam's Club, True Value, Walmart and others. This retail expansion, combined with new product introductions and our position as market leaders in the rapidly growing indoor gardening industry, has set the stage for an exciting fiscal 2015 and beyond." A full-text copy of the Form 10-K is available for free at: http://is.gd/oO1wAm On June 30, 2014, AeroGrow issued a Letter to Shareholders discussing the Company's operational results for the fiscal year ended March 31, 2014, a copy of which is available for free at: http://is.gd/GVwurV About AeroGrow Boulder, Colo.-based AeroGrow International, Inc., is a developer, marketer, direct-seller, and wholesaler of advanced indoor garden systems designed for consumer use and priced to appeal to the gardening, cooking, and healthy eating, and home and office decor markets. AQGEN LIBERTY: S&P Revises Outlook to Negative & Affirms 'B' ICR ---------------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on AqGen Liberty Management I (Altegris) and AqGen Liberty Management II (together, AqGen) to negative from stable. At the same time, S&P affirmed its 'B' issuer credit ratings and senior secured term loan rating on AqGen Liberty Management I and AqGen Liberty Management II. "The outlook revision to negative primarily reflects Altegris' weak investment performance, which has translated into sustained net asset outflows," said Standard & Poor's credit analyst Trevor Martin. Although assets under management (AUM) are skewed toward AqGen Liberty Management II (AssetMark), Altegris charges much higher fees and therefore makes up a more significant portion of revenues. Under S&P's base-case scenario, the net asset outflows will lead to a 15% decline in EBITDA in 2014, which it believes could limit the company's ability to meet the financial covenants over the next 12 months. "Under our base-case forecast, we estimate that the debt-to-EBITDA multiple will rise to approximately 4.5x-5.0x by the end of 2014. We expect EBITDA interest coverage will be about 3.0x in 2014. These metrics are in line with the current 'B' rating. The debt leverage covenant to which AqGen must adhere, however, steps down to 4.7x as of June 30, 2015, from 5.2x at the end of 2014," S&P said. S&P's ratings also reflect the lack of a track record as a stand- alone entity, which continues to weigh on AqGen's credit quality. The company's limited scale and position in the highly competitive wealth management business also underscore the company's weaknesses. The negative outlook incorporates S&P's view that the firm's financial profile will remain weak in the near term and that it could downgrade it over the next 12 months. In S&P's view, this is most likely to occur as a result of lower AUM at Altegris because of continued market depreciation and net asset outflows. S&P could downgrade the company if it breaches debt to last-12- months EBITDA of 5.0x by Dec. 31, 2014. Additionally, if S&P do not anticipate leverage to improve to below 4.5x in 2015, it could also lower the ratings on the potential for a covenant violation. An upgrade is highly unlikely in the near future, but S&P would consider it if the debt-to-EBITDA multiple improves to closer to 3.0x on a sustained basis. ASPEN GROUP: Obtains $100,000 From Private Placement ---------------------------------------------------- Aspen Group, Inc., raised $100,000 from the sale of units consisting of shares of common stock and five-year warrants exercisable at $0.19 per share in a private placement offering to two directors of Aspen. The units sold contained a total of 526,316 shares of common stock (priced at $0.19 per share) and 526,316 five-year warrants exercisable at $0.19 per share. Aspen agreed to provide certain registration and price protection rights to the investors. The proceeds will be used for general working capital. The securities were issued and sold in reliance upon the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933 and Rule 506(b) promulgated thereunder. About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. The Company reported a net loss of $6.01 million on $2.68 million of revenues for the year ended Dec. 31, 2012, as compared with a net loss of $2.13 million on $2.34 million of revenues during the prior year. As of Jan. 31, 2014, the Company had $3.67 million in total assets, $5.29 million in total liabiities and a $1.62 million total stockholders' deficit. Salberg & Company, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the transition period ending April 30, 2013. The independent auditors noted that the Company has a net loss allocable to common stockholders and net cash used in operating activities for the four months ended April 30, 2013, of $1,402,982 and $918,941, respectively, and has an accumulated deficit of $12,740,086 at April 30, 2013. These matters raise substantial doubt about the Company's ability to continue as a going concern. B&B ALEXANDRIA: Files Bare-Bones Chapter 11 Petition in Virginia ---------------------------------------------------------------- B&B Alexandria Corporate Park TIC 17, LLC, filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Va. Case No. 14-12434) in Alexandria, Virginia, on June 27, 2014. According to the docket, the deadline for governmental entities to file proofs of claim is Dec. 24, 2014. The Debtor claims to be a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B) with its principal asset located at Alexandria Corporate Park, 6315 Bren Mar Dr. in Alexandria. The Debtor said that total assets and debt each exceed $10 million. The Debtor estimates that funds will be available for distribution to unsecured creditors. The Debtor has tapped Tyler, Bartl, Ramsdell & Counts, P.L.C., as counsel. The list of 20 largest unsecured claims contains a single entry: a $624,000 claim by B&B Alexandria Corp. Mgt., LLC, on account of property and asset management services. BAPTIST HOME: Maschmeyer Firm Okayed as Panel's Conflicts Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors of The Baptist Home of Philadelphia and The Baptist Home Foundation sought and obtained permission from the Hon. Eric L. Frank of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to retain Maschmeyer Karalis P.C. as conflicts counsel to the Committee. Maschmeyer Karalis will generally and specifically review the perfection and enforceability of the bondholders' liens. The Court ordered that any and all compensation to be paid to Maschmeyer Karalis for services rendered on the Committee's behalf shall be fixed by application to the Court. Aris J. Karalis, shareholder of Maschmeyer Karalis, 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. Maschmeyer Karalis can be reached at: Aris J. Karalis, Esq. MASCHMEYER KARALIS P.C. 1900 Spruce Street Philadelphia, PA Tel: (215) 546-4500 Fax: (215) 985-4175 E-mail: AKaralis@cmklaw.com About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAPTIST HOME: Hires Shea Advisory Services as Financial Advisor --------------------------------------------------------------- The Baptist Home of Philadelphia and The Baptist Home Foundation ask for authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Shea Advisory Services, LLC as financial advisor, effective as of the April 25, 2014 petition date. The Debtors require Shea Advisory to: (a) assist the Debtors' management in the negotiation and review of offers to purchase the Debtors' assets or engage in other transactions with the Debtors; (b) prepare financial reports and analyses as required in connection with use of cash collateral, a sale process, a financial restructuring, or for other purposes; (c) assist management with communicating and maintaining strong relationships with residents and employees during the Chapter 11 Cases; and (d) assist the Debtors' management and other professionals in the preparation of various Chapter 11-related documents, including but not limited to sale and plan documents. Shea Advisory will charge for its services on an hourly basis at a rate of $375 per hour, subject to sections 328(a) and 330 of the Bankruptcy Code. Shea Advisory will also be reimbursed for reasonable out-of-pocket expenses incurred. Toby Shea, principal of Shea Advisory, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Eastern District of Pennsylvania will hold a hearing on the application on Jul. 23, 2014, at 11:00 a.m. Objections, if any, are due Jul. 16, 2014. The firm may be reached at: Toby Shea SHEA ADVISORY SERVICES LLC 8 Adeline Rd Beverly, MA 01915-2108 Tel: (978) 969-1406 About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BAPTIST HOME: Wants to Hire Laura Solomon as Corp. & Tax Counsel ---------------------------------------------------------------- The Baptist Home of Philadelphia and The Baptist Home Foundation ask authorization from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania to employ Laura Solomon and Associates as corporate and tax counsel, effective as of the April 25, 2014 petition date. The Debtors require LS&A to: (a) attend meetings of the Debtors' respective Boards of Trustees, prepare Board resolutions, review and revise minutes, preparing policies, and counseling the Debtors on corporate best practices; (b) review and update program-related materials, such as applications, release forms, and other agreements; (c) provide required notices to and otherwise communicating with the Office of the Attorney General of the Commonwealth of Pennsylvania and other regulatory authorities; (d) negotiate, draft and review contracts with the Home's vendors; (e) provide legal advice with respect to employment and resident issues; (f) review the Debtors' IRS Forms 990, audited financial statements, and ongoing financial disclosures to the Debtors' creditors; (g) review and update the Debtors' corporate compliance programs; and (h) provide legal and tax advice to the Debtors with respect to fundraising. LS&A will be paid at these hourly rates: Laura N. Solomon, President $395 Gil A. Nusbaum, Associate $295 LS&A will also be reimbursed for reasonable out-of-pocket expenses incurred. As set forth in the Solomon Declaration, prior to the Petition Date LS&A received $45,000 as a retainer from the Debtors as compensation for professional services to be performed during the prosecution of these Chapter 11 Cases and for the reimbursement of reasonable and necessary expenses incurred. In addition, LS&A currently holds $1,676 from an earlier retainer provided by the Home. Laura N. Solomon, president and owner of LS&A, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Eastern District of Pennsylvania will hold a hearing on the application on Jul. 23, 2014, at 11:00 a.m. Objections, if any, are due Jul. 16, 2014. LS&A can be reached at: Laura N. Solomon, Esq. LAURA SOLOMON & ASSOCIATES 121 Sibley Ave. Ardmore PA 19003 Tel: (610) 645-0992 Fax: (610) 645-9963 About The Baptist Home of Philadelphia The Baptist Home of Philadelphia and The Baptist Home Foundation sought Chapter 11 protection (Bankr. E.D. Pa. Case Nos. 14-13305 and 14-13306) in Philadelphia on April 25, 2014. Baptist Home of Philadelphia is a Pennsylvania nonprofit corporation that owns and operates a continuing care retirement community known as "Deer Meadows Retirement Community", which is located at 8301 Roosevelt Boulevard, Philadelphia, Pennsylvania. Home offers 126 living accommodations, which vary in size, for independent living and personal care. It presently also has 206 skilled nursing beds in the nursing and rehabilitation center that offers short and long term care. It has 369 employees. Baptist Home of Philadelphia disclosed $37,330,904 in assets and $34,562,834 in liabilities as of the Chapter 11 filing. The Debtors have tapped Cozen O'Connor as counsel and KPMG Corporate Finance LLC as financial advisor and investment banker. The U.S. Trustee appointed Wilmarie Gonzalez as patient care ombudsman. U.S. Bank National Association, the trustee with regard to the secured bond indebtedness, hired Reed Smith LLP as counsel and CohnReznick LLP as financial advisor. Pepper Hamilton LLP represents the Official Committee of Unsecured Creditors. BRUSH CREEK: Court Okays Hiring of 5280 Accounting as Bookkeepers ----------------------------------------------------------------- Brush Creek Airport, LLC sought and obtained permission from the Hon. Michael E. Romero of the U.S. Bankruptcy Court for the District of Colorado to employ 5280 Accounting Services, LLC dba The Wright Way as accountants and bookkeepers, nunc pro tunc April 10, 2014. The Debtor desires to employ 5280 as accountants and bookkeepers for the estate to assist the Debtor in keeping financial records, preparing bankruptcy reports, and preparing its tax returns and tax related documents and schedules. 5280 will be paid at these hourly rates: General Bookkeeping $85 Accounting $110 Tax Preparation $150 Miscellaneous Consulting $125 5280 will also be reimbursed for reasonable out-of-pocket expenses incurred. Ms. Wright has a pre-petition claim against Debtor for tax services in the approximate amount of $4,420 and 5280 has a pre- petition claim against the Debtor for tax services in the approximate amount of $2,090. Ms. Wright waived and released any and all pre-petition claims against the Debtor. Louise Wright, manager of 5280, 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. 5280 can be reached at: Louise Wright 5280 ACCOUNTING SERVICES, LLC 2828 N. Speer Blvd., Ste. 220 Denver, CO 80211 Tel: (303) 567-6242 Fax: (303) 567-6243 Brush Creek Airport, LLC, filed a Chapter 11 bankruptcy petition (Bankr. D. Col. Case No. 14-14630) in Denver on April 10, 2014. The Debtor has tapped Sender Wasserman Wadsworth, P.C., as counsel. It estimated assets of $10 million to $50 million and debt of $1 million to $10 million. According to the docket, the Debtor's Chapter 11 plan and disclosure statement are due August 8, 2014. CASTLE MANOR: Foreclosure Sale Set for Oct. 15 ---------------------------------------------- Jim Spinner, Esq., as successor trustee, will sell at public auction on Oct. 15, 2014, at 10:00 a.m. at Alliance Title Company, 2350 Via Caporatti, Pocatello, Idaho, to the highest bidder, for cash, all payable at the time of sale, a parcel of land located in a portion of Lot 2, Bonniebrae Acres Townsite, in the County of Bannock, Idaho. The property is identified generally as a portion of 207 East Chubbuck Road, Chubbuck, Idaho. The real property is bare ground, and not held as a personal residence. The sale will be made without covenant or warranty regarding title, possession or encumbrances, to satisfy the obligations secured by and pursuant to the power of the sale conferred in the Deed of Trust executed by Castle Manor, LLC, an Idaho Limited Liability Company as Grantor, to Jim Spinner as successor Trustee, for the benefit and security of R. Sam Hopkins, and Gary L. Rainsdon, Chapter 7 Trustees for Robert Elzner, Jr. and Shawna Elzner respectively. The default for which the sale is being made is as follows: Failure to make annual payments due under the promissory note, plus failure to keep the property clear of property tax liens, together with all costs, advances, attorney's fees, trustee's fees, and costs accruing until date of sale. The amount of $250,000, together with interest at 7.5% per annum pursuant to the terms of the note, is owing. Interest accrued and accruing thereon at 7.5% per annum after May 8, 2008, together with property taxes due, costs, advances, attorney's fees, trustee's fees, and costs accruing until date of sale. The foreclosure of the property is conducted by the chapter 7 bankruptcy Trustees for the respective, initial beneficiaries under the Deed of Trust, and authorized under bankruptcy Court Order on June 6, 2014. The Trustee may be reached at: Jim Spinner P.O. Box 6009 Pocatello, ID 83205 Tel: 208-232-4471 CHRYSLER GROUP: Ordered to Explain Delay in Fixing Jeeps -------------------------------------------------------- Christina Rogers, writing for The Wall Street Journal, reported that the U.S. auto safety regulator is pressuring Fiat Chrysler Automobiles NV to speed up repairs to 1.56 million older-model Jeep sport-utility vehicles that have been linked to dozens of deadly fuel-tank fires. According to the report, a year ago Fiat Chrysler agreed to recall vehicles and install trailer hitches to protect their fuel tanks in a rear-end crash, but Fiat Chrysler said in April it won't have parts to begin making repairs until August. On July 2, the National Highway Traffic Safety Administration called for an executive of the auto maker to explain under oath the delay in launching the repairs, the report related. NHTSA estimates it could take Fiat Chrysler's sole supplier more than four years at the current production rate to build enough trailer hitches for the recalled Jeeps, the report further related. About Chrysler Group Chrysler Group LLC, formed in 2009 from a global strategic alliance with Fiat Group, produces Chrysler, Jeep(R), Dodge, Ram Truck, Mopar(R) and Global Electric Motorcars (GEM) brand vehicles and products. Headquartered in Auburn Hills, Michigan, Chrysler Group LLC's product lineup features some of the world's most recognizable vehicles, including the Chrysler 300, Jeep Wrangler and Ram Truck. Fiat will contribute world-class technology, platforms and powertrains for small- and medium-sized cars, allowing Chrysler Group to offer an expanded product line including environmentally friendly vehicles. Chrysler LLC and 24 affiliates on April 30, 2009, sought Chapter 11 protection from creditors (Bankr. S.D.N.Y (Mega-case), Lead Case No. 09-50002). The U.S. and Canadian governments provided Chrysler LLC with $4.5 billion to finance its bankruptcy case. In connection with the bankruptcy filing, Chrysler reached an agreement to sell all assets to an alliance between Chrysler and Italian automobile manufacturer Fiat. Under the terms approved by the Bankruptcy Court, the company formerly known as Chrysler LLC in June 2009, formally sold substantially all of its assets to the new company, named Chrysler Group LLC. In January 2014, the American car manufacturer officially became 100% Italian when Fiat Spa completed its deal to purchase the 40% it did not already own of Chrysler. Fiat has shared ownership of Chrysler with the health care fund of the United Automobile Workers unions since Chrysler emerged from bankruptcy in 209. * * * Standard & Poor's Ratings Services raised its ratings on U.S.- based auto manufacturer Chrysler Group LLC, including the corporate credit rating to 'BB-' from 'B+' in mid-January 2014. The outlook is stable. CONSOLIDATED COMMUNICATIONS: Enventis Deal No Impact on B1 CFR -------------------------------------------------------------- Moody's Investors Service said that Consolidated Communications Holdings, Inc. announcement that it plans to merge with Enventis Corporation in an all-stock transaction valued at $350 million, including $123 million of Enventis' net debt as of 3/31/2014 does not impact its B1 corporate family rating or stable outlook. Moody's considers the merger with Enventis to be credit positive for Consolidated due to the modest improvement in leverage. However the all-stock deal will increase Consolidated's already high common dividend and result in a slight deterioration in free cash flow until merger synergies are realized. The principal methodology used rating this issuer was the Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Consolidated provides communications services, including local and long distance telephone, high-speed Internet access and television, to residential and business customers in Illinois, Texas, Pennsylvania, California, Kansas and Missouri. The company maintains headquarters in Mattoon, IL, and its LTM revenue is approximately $600 million as of 3/31/14. CONSTAR INT'L: June 9 Fixed as General Claims Bar Date ------------------------------------------------------ The general claims bar date for Capsule International Holdings, LLC, et al., (f/k/a Constar International Holdings, et al.) was set for June 9, 2014. Moreover, the deadline for governmental units to file proofs of claim in the Debtors' cases was set for June 18, 2014. About Constar International Privately held Constar International Holdings and nine affiliated debtors (nka Capsule International Holdings, et al.) filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 13-13281) on Dec. 19, 2013. Constar, which manufactures plastic containers, is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., Stephen M. Wolpert, Esq., and Janet Bollinger Doherty, Esq., at Dechert LLP; and Robert S. Brady, Esq., and Sean T. Greecher, Esq., at Young Conaway Stargatt & Taylor, LLP. Prime Clerk LLC serves as the Debtors' claims and noticing agent, and administrative advisor. Lincoln Partners Advisors LLC serves as the Debtors' financial advisor. Judge Christopher S. Sontchi oversees the 2013 case. This is Constar International's third bankruptcy. Constar first filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 08-13432) in December 2008, with a pre-negotiated Chapter 11 Plan and emerged from bankruptcy in May 2009. Constar and its affiliates returned to Chapter 11 protection (Bankr. D. Del. Case No. 11-10109) on Jan. 11, 2011, with a pre-negotiated Chapter 11 plan and emerged from bankruptcy in June 2011. The new petition listed assets worth less than $100 million against $123 million on three layers of secured debt. Attorneys at Brown Rudnick LLP represent the official committee of unsecured creditors. The Committee retained Alvarez & Marsal North America LLC as its financial advisor. Counsel to Wells Fargo Capital Finance, LLC, the revolving loan agent, is Andrew M. Kramer, Esq., at Otterbourg P.C. On Feb. 10, 2014, the Bankruptcy Court authorized Constar to sell certain assets to Plastipak Packaging, Inc., a global manufacturer of rigid plastic packaging. The Court determined that Plastipak's $102,450,000 offer for the Debtors' U.S. assets bested the offers from Amcor Rigid Plastics USA, Inc., and Envases Universales De Mexico S.A.P.I. De C.V. during a Feb. 6 auction. Separately, the Court authorized Constar to sell a facility in Havre de Grace, Maryland, to Smucker Natural Foods, Inc., for $3 million. There was no other bidder for the Maryland facility. The sole director of debtor Constar International U.K. Limited has appointed Daniel Francis Butters and Nicolas Guy Edwards of Deloitte LLP as administrators. The U.K. Administration Proceeding follows the closing of the sale of the U.K. assets to Sherburn Acquisition Limited. The Delaware Bankruptcy Judge authorized the U.S. Debtors to sell the U.K. Assets to Sherburn for GBP3,512,727, (or US$7,046,000), less the deposit in the sum of US$1,250,000. Secured lender Black Diamond Commercial Finance, LLC, as DIP note agent, and Wells Fargo Capital Finance, LLC, as DIP revolving agent and agent under the revolving loan facility, consented to the administration of Constar U.K. and the appointment of the Joint Administrators. In view of the asset sales in the U.S. and the U.K., the Debtors changed their corporate trade names -- and with the Bankruptcy Court's consent, their bankruptcy case caption -- to Capsule Group Holdings, Inc.; Capsule Intermediate Holdings, Inc.; Capsule Group, Inc.; Capsule International LLC; Capsule DE I, Inc.; Capsule DE II, Inc.; Capsule PA, Inc.; Capsule Foreign Holdings, Inc.; and Capsule International U.K. Limited (Foreign). * * * The Debtors currently have the exclusive right to file a Chapter plan through July 12, 2014. COUDERT BROTHERS: "Hourly Fee Matters" Not Bankrupt Firm's Assets ----------------------------------------------------------------- The United States Court of Appeals for the Second Circuit has asked the Court of Appeals of New York two questions relating to "whether, for purposes of administering [a] . . . related bankruptcy, New York law treats a dissolved law firm's pending hourly fee matters as its property" In a July 1, 2014 Opinion by Judge Susan Phillips Read -- in which Chief Judge Jonathan Lippman and Judges Victoria A. Graffeo, Robert S. Smith, Eugene F. Pigott Jr., Jenny Rivera and Sheila Abdus-Salaam concur -- the New York Appeals Court held that pending hourly fee matters are not partnership "property" or "unfinished business" within the meaning of New York's Partnership Law. A law firm does not own a client or an engagement, and is only entitled to be paid for services actually rendered. A copy of the Opinion is available at http://is.gd/YC8a1yfrom Leagle.com. In re Thelen LLP On October 28, 2008, the partners of the law firm Thelen LLP voted to dissolve the firm, which was insolvent. In carrying out the dissolution, Thelen's partners adopted the Fourth Amended and Restated Limited Liability Partnership Agreement and a written Plan of Dissolution. The Fourth Partnership Agreement provided that it was governed by California law and, unlike its predecessor agreements, included an "Unfinished Business Waiver" referred to as a "Jewel Waiver," after Jewel v Boxer (156 Cal.App.3d 171 [Cal Ct App 1984]), the intermediate appellate court case that inspired it. Applying the Uniform Partnership Act (UPA), the Jewel court held that, absent an agreement to the contrary, profits derived from a law firm's unfinished business are owed to the former partners in proportion to their partnership interests. Following Thelen's dissolution, Thelen partners joined Seyfarth Shaw LLP -- 10 in its New York office and one in California. The former Thelen partners transferred unfinished matters to Seyfarth, which billed clients for their services. On September 18, 2009, Thelen filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. After his appointment as the Chapter 7 trustee of Thelen's bankruptcy estate, Yann Geron commenced an adversary proceeding against Seyfarth in the United States District Court for the Southern District of New York. Geron sought to avoid the "Unfinished Business Waiver" as a constructive fraudulent transfer under 11 U.S.C. Sections 544 and 548(a)(1)(B) and California state law, and to recover the value of Thelen's unfinished business for the benefit of the estate's creditors. On the assumption that pending hourly matters were among a law firm's assets, Geron argued that Thelen's partners fraudulently transferred those assets to individual partners without consideration when they adopted the "Unfinished Business Waiver" on the eve of dissolution. Seyfarth moved for judgment on the pleadings, arguing that New York rather than California law defined whether it received any "property interest." In a decision dated September 4, 2012, the District Court Judge first agreed with Seyfarth that New York law governed. He then concluded that under New York law, the "unfinished business doctrine" does not apply to a dissolving law firm's pending hourly fee matters, and that a partnership does not retain any property interest in such matters upon the firm's dissolution. In the Judge's view, to rule otherwise would "conflict[] with New York's strong public policy in favor of client autonomy and attorney mobility"; and "result in an unjust windfall for the Thelen estate, as 'compensating a former partner out of that fee would reduce the compensation of the attorneys performing the work'". The Judge granted Seyfarth's motion for judgment on the pleadings. The Judge sua sponte certified his order for interlocutory appeal. By decision dated November 15, 2013, the Second Circuit agreed with the District Court that New York law governed the parties' dispute, and asked the New York Appeals Court to answer two unresolved questions of New York law regarding the applicability and scope of the "unfinished business doctrine"; specifically: "Under New York law, is a client matter that is billed on an hourly basis the property of a law firm, such that, upon dissolution and in related bankruptcy proceedings, the law firm is entitled to the profit earned on such matters as the 'unfinished business' of the firm? "If so, how does New York law define a 'client matter' for purposes of the unfinished business doctrine and what proportion of the profit derived from an ongoing hourly matter may the new law firm retain?" In re Coudert Brothers LLP On August 16, 2005, the law firm Coudert Brothers LLP dissolved in accordance with the terms of its partnership agreement. That same day, the equity partners adopted a "Special Authorization," whereby the equity partners authorized "the Executive Board . . . to take such actions as it may deem necessary and appropriate, including, without limitation, the granting of waivers, notwithstanding any provisions to the contrary in the Partnership Agreement . . ., in order to: "a. . . . sell all or substantially all of the assets of . . . the Firm to other firms or service providers, in order to maximize the value of the Firm's assets and business; "b. wind down the business of the Firm with a view to continuing the provision of legal services to clients and the orderly transition of client matters to other firms or service providers, in order to maximize the value of the Firm's assets and business to the extent practicable." Coudert partners were subsequently hired by several different firms. As of the date of the firm's dissolution, there remained between Coudert and its clients partly performed contracts for the provision of legal services. When former Coudert partners joined other firms, those firms were retained by Coudert's former clients to conclude these unfinished legal matters. The client matters were completed by the new firms on an hourly basis, with only two exceptions. In September 2006, Coudert filed for protection from its creditors pursuant to Chapter 11 of the Bankruptcy Code. Developmental Specialists, Inc., as administrator of Coudert's bankruptcy estate, brought 13 separate adversary proceedings against the firms that had hired the former Coudert partners. These lawsuits were premised on the unfinished business doctrine. DSI argued that the defendant firms were liable to Coudert for any profits derived from completing the client matters that the former Coudert partners brought to those firms. The firms moved for summary judgment, arguing that the unfinished business doctrine did not apply to matters billed on an hourly basis. DSI cross-moved for a declaration that the unfinished client matters were Coudert's property on the day it dissolved. In a decision dated May 24, 2012, the District Court denied the firms' motion for summary judgment and granted DSI's cross-motion. Upon the District Court's certification, the law firms appealed. By order dated December 2, 2013, the Second Circuit certified the same two questions asked in Thelen. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. Coudert has been succeeded by Development Specialists, Inc. in its capacity as Plan Administrator under the confirmed chapter 11 plan. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. DREXEL REALTY: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Drexel Realty Partnership 1705 N. American St. Philadelphia, PA 19122 Case No.: 14-15334 Nature of Business: Single Real Estate Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Magdeline D. Coleman Debtor's Counsel: Thomas Daniel Bielli, Esq. O'KELLY ERNST & BIELLI, LLC 1500 Walnut Street, Suite 900 Philadelphia, PA 19102 Tel: 215-543-7182 Fax: 215-525-9648 Email: tbielli@oeblegal.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Theodoros Kanellopoulos, general partner. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ELBIT IMAGING: Enters Into Debt Settlement Deal with Bank Leumi --------------------------------------------------------------- Elbit Imaging Ltd. on July 1 disclosed, following its announcement dated February 20, 2014, that the Company and Bank Leumi Le Israel B.M. have reached an agreement on the terms of a proposed settlement of the parties' disputes with respect to the Company's debt to Bank Leumi. The consummation of the Settlement is subject to the approval of the Tel-Aviv District Court. Under the Settlement, Bank Leumi would receive ownership of all marketable securities held in the Company's accounts at Bank Leumi and will offset the fair value of such securities (approximately NIS8.7 million based on their quoted market price) against the Company's debt () "Offset Amount" ). In addition, the ordinary shares and notes deposited in trust for the benefit of Bank Leumi pursuant to the Company's debt restructuring as detailed in the Previous Announcement (the "Debt Restructuring") would be transferred to Bank Leumi, after deduction of such amount of ordinary shares and notes equal in value to the Offset Amount. The Settlement would constitute the full settlement of the Company's obligations to Bank Leumi under the Debt Restructuring as well as the loan agreement entered between the parties on May 5, 2011, and Bank Leumi would release any lien registered for its benefit on the Company's assets. The Settlement also includes a mutual waiver of claims. The balance of the ordinary shares and notes retained in trust will be cancelled. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors -- and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. Elbit Imaging reported a loss of NIS1.56 billion on NIS360.59 million of total revenues for the year ended Dec. 31, 2013, as compared with a loss of NIS483.98 million on NIS418.48 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97 billion in total liabilities and a NIS408.63 million shareholders' deficit. Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. ELITE PHARMACEUTICALS: Reports $96.5MM Net Loss in Fiscal 2014 -------------------------------------------------------------- Elite Pharmaceuticals, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss attributable to common shareholders of $96.57 million on $4.60 million of total revenues for the year ended March 31, 2014, as compared with net income attributable to common shareholders of $1.48 million on $3.40 million of total revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $24.31 million in total assets, $105.51 million in total liabilities and a $81.19 million total stockholders' deficit. Demetrius Berkower LLC, in Wayne, New Jersey, did not issue a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The auditors previously expressed subtantial doubt about the Company's ability to continue as a going concern following the financial results for the year ended March 31, 2013. Demetrius noted that the Company has experienced significant losses resulting in a working capital deficiency and shareholders' deficit. A full-text copy of the Form 10-K is available for free at: http://is.gd/SnDiHM About Elite Pharmaceuticals Northvale, New Jersey-based Elite Pharmaceuticals, Inc., is a specialty pharmaceutical company principally engaged in the development and manufacture of oral, controlled-release products, using proprietary technology and the development and manufacture of generic pharmaceuticals. The Company has one product, Phentermine 37.5mg tablets, currently being sold commercially. ELBIT IMAGING: InSightec Inks $50MM-$62MM Investment Agreement -------------------------------------------------------------- Elbit Imaging Ltd. said that InSightec Ltd. has entered into a Series D Preferred Share Purchase Agreement with York Global Finance II S.a r.l. (an affiliate of York Capital Management), (the "Investor") pursuant to which the Investor and certain Subsequent Investors, will invest between US$50 and US$62.5 million in InSightec. The Company holds approximately 90% of the share capital of Elbit Medical Technologies Ltd. which, in turn, holds approximately 48.2% (42.3% on a fully diluted basis) of the share capital in InSightec. As part of the transaction, Elbit Medical and other current shareholders of InSightec have agreed to amend the Securityholders Agreement among them. The main terms of the Transaction are as follows: 1. At closing, the Investor has invested US$37.5 million in InSightec in consideration for 19,332,212 Series D Preferred Shares. In addition, the foreign investor with whom InSightec was negotiating an investment transaction, as announced by Elbit Medical on April 13, 2013 (the "Potential Investor") may invest US$12.5 million in InSightec, in consideration for 6,444,404 Series D Preferred Shares, upon written notice within 45 days from Closing. In addition, the existing shareholders of InSightec (including Elbit Medical, pro-rata among them) (the "Existing Shareholders") will have the right to invest up to an additional US$12.5 million in InSightec, in consideration for 6,444,404 series D preferred shares, within 45 days from Closing. The Existing Shareholders may extend the 45 day period by an additional 45 days in certain circumstances. 2. If the Subsequent Investors do not choose to invest in the Series D round or if the Existing Shareholders do not invest the full US$12.5 million, then the Investor will be required to purchase additional Series D Preferred Shares at the same purchase price, as necessary to assure that the aggregate amount invested in InSightec shall be at least $50 million. In addition, the Investor may purchase additional Series D Preferred Shares not purchased by the Subsequent Investors up a total investment in the round of US$62.5 million. 3. The Transaction reflects a pre money valuation of InSightec of US$200 million (on a fully diluted, as-converted basis). 4. In the event the InSightec's aggregate revenues for 2014 and 2015 as reflected in its annual audited financial statements for those years are less than $60,000,000, the Series D price per share will be adjusted proportionately and the Investor and Subsequent Investors shall be issued additional Series D Preferred Shares, provided, however, that the price per share will not be reduced by more than 8%. 5. As part of the Investment Agreement, the parties have agreed to changes in the Securityholders Agreement among InSightec shareholders, including increasing the maximum number of directors to 11, of which Elbit Medical (as well as GE and the Investor; Elbit Medical, GE and the Investor, collectively, will be referred to herein as the "Major Securityholders") and its transferees, together with their respective affiliates and transferees, will be entitled to appoint two persons as long as they hold in the aggregate 12.5% or more, and one person so long as such Major Securityholder, together with its affiliates and transferees, beneficially holds less than 12.5% but 5% or more. In addition, the Major Securityholders will be entitled to jointly appoint three additional directors. Should the Potential Investor choose to invest in the Series D round the full amount of US$12.5 million it will have a right to appoint one director. InSightec's CEO will also serve as a director. The Major Securityholders will be entitled to jointly appoint the CEO. 6. The parties further agreed to amend the Technology, Co- operation, and Distribution Agreement between GE Healthcare ("GEHC") and InSightec, dated Oct. 17, 2012, so that the product exclusively granted to GEHC, will terminate, and in exchange, InSightec will pay to GEHC a quarterly royalty on a going forward basis equal to 15% of the net selling price of the first 250 products directly or indirectly sold to customers other than GEHC for use with MRI or other scanners manufactured by companies other than GEHC or any GEHC affiliates. InSightec may elect to terminate its obligations, by so notifying GEHC and paying GEHC an amount equal to $10 million, less any royalties previously paid by InSightec to GEHC pursuant to the above agreement. Upon that election and payment, certain licenses granted by GEHC to InSightec will terminate. About Elbit Imaging Ltd. Tel-Aviv, Israel-based Elbit Imaging Ltd. (TASE, NASDAQ: EMITF) hold investments in real estate and medical companies. The Company, through its subsidiaries, also develops shopping and entertainment centers in Central Europe and invests in and manages hotels. Since February 2013, Elbit has intensively endeavored to come to an arrangement with its creditors. Elbit has said it has been hanging by a thread for more than five months. It has encountered cash flow difficulties and this burdens its day to day activities, and it certainly cannot make the necessary investments to improve its assets. In light of the arrangement proceedings, and according to the demands of most of the bondholders, as well as an agreement that was signed on March 19, 2013, between Elbit and the Trustees of six out of eight series of bonds, Elbit is prohibited, inter alia, from paying off its debts to the financial creditors - - and as a result a petition to liquidate Elbit was filed, and Bank Hapoalim has declared its debts immediately payable, threatening to realize pledges that were given to the Bank on material assets of the Company -- and Elbit undertook not to sell material assets of the Company and not to perform any transaction that is not during its ordinary course of business without giving an advance notice to the trustees. Accountant Rony Elroy has been appointed as expert for examining the debt arrangement in the Company. In July 2013, Elbit Imaging's controlling shareholders, Europe- Israel MMS Ltd. and Mr. Mordechay Zisser, notified the Company that the Tel Aviv District Court has appointed Adv. Giroa Erdinast as a receiver with regards to the ordinary shares of the Company held by Europe Israel securing Europe Israel's obligations under its loan agreement with Bank Hapoalim B.M. The judgment stated that the Receiver is not authorized to sell the Company's shares at this stage. Following a request of Europe-Israel, the Court also delayed any action to be taken with regards to the sale of those shares for a period of 60 days. Europe Israel and Mr. Zisser have also notified the Company that they utterly reject the Bank's claims and intend to appeal the Court's ruling. Elbit Imaging reported a loss of NIS1.56 billion on NIS360.59 million of total revenues for the year ended Dec. 31, 2013, as compared with a loss of NIS483.98 million on NIS418.48 million of total revenues in 2012. The Company's balance sheet at Dec. 31, 2013, showed NIS4.56 billion in total assets, NIS4.97 billion in total liabilities and a NIS408.63 million shareholders' deficit. Brightman Almagor Zohar & Co., a member firm of Deloitte Touche Tohmatsu, in Tel-Aviv, Israel, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. ENERGY FUTURE: Seeks Six-Month Extension to Remove Lawsuits ----------------------------------------------------------- Energy Future Holdings Corp. is seeking a six-month extension to remove lawsuits involving the company and its affiliated debtors. In a motion filed in U.S. Bankruptcy Court for the District of Delaware, the company asked Judge Christopher Sontchi to extend the deadline for filing notices to remove the lawsuits to January 26 from July 28. Energy Future and its affiliated debtors are involved in more than 420 civil actions pending in various forums across the United States. The company said it needs more time "to properly evaluate the potential removal of each of the actions." A court hearing is scheduled for July 18. Objections are due by July 11. 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: Gets Approval of Agreement With Texas' Comptroller ----------------------------------------------------------------- U.S. Bankruptcy Judge Christopher Sontchi approved a settlement agreement between a subsidiary of Energy Future Holdings Corp. and the Texas Comptroller's office. The agreement calls for a release of more than $11.3 million to the trust to which TXU Energy Retail Company LLC assigned its right to file a claim with the Texas Comptroller for refunds of that amount. The trust was created for the benefit of Thomas Crowson and several other customers who filed in 2017 a class action lawsuit against TXU Energy for erroneously charging and collecting sales taxes from customers who were exempt from paying the taxes. In exchange for releasing the funds, TXU Energy will receive a tax credit without any penalties or alterations to its right to a prepayment discount. A copy of the agreement is available for free at http://is.gd/REmCXB 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. 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: Files Schedules of Assets and Liabilities -------------------------------------------------------- Energy Future Holdings Corp. filed with the U.S. Bankruptcy Court for the District of Delaware its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $3,520,009,736 C. Property Claimed as Exempt D. Creditors Holding $0 Secured Claims E. Creditors Holding $0 Unsecured Priority Claims F. Creditors Holding $5,195,583,476 Unsecured Non-priority Claims ----------- ----------- TOTAL $3,520,009,736 $5,195,583,476 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. EXIDE TECHNOLOGIES: Panel Comments on Exclusivity Pd. Extn Sought ----------------------------------------------------------------- In papers filed with the Bankruptcy Court, the Official Committee of Unsecured Creditors relates that it does not oppose for Exide Technologies' second motion for an extension of its plan filing exclusivity period through July 31, 2014; provided that the Debtor uses the time to work constructively with the Committee to (a) address the environmental issues impacting its recycling facility in Vernon, California, and (b) negotiate, draft and propose a consensual Plan. Moreover, the Committee seeks that its right to seek termination of the Exclusive Periods be preserved. Erin R. Fay, Esq., of Morris, Nichols, Arsht & Tunnell LLP, represents the Committee. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. EXIDE TECHNOLOGIES: Shams & Steward LLC Seeks Equity Committee -------------------------------------------------------------- In a letter to the Bankruptcy Court, Alfred M. Shams asserts that an equity committee appointed in the case of Exide Technologies could provide the insight and guidance that could enhance the value of the Debtor's assets, including a plant in Vernon, California. Mr. Shams says he is concerned the Debtor's management is not working whole heartedly with regulators to resolve the issues at Vernon. He cites that the bankruptcy process will be used to liquidate equity and junior creditors and to work a management deal with the senior creditors. Mr. Shams adds that he worked closely in the Exide-related matters with Steward LLC and their legal representative Pillsbury Winthrop. He insists that value exists in equity. Landon Romano of Steward LLC filed a separate letter to the Court, affirming that he and Mr. Shams worked together on the Exide issues. He believes value exists so that equity can be maintained in the current form on emergence from bankruptcy, and accordingly, asks the Court to establish an official Exide equity committee. Mr. Romano adds that analysis performed by the outside restructuring firm suggests there could be as much as $600 million in value at the moment. About Exide Technologies Headquartered in Princeton, New Jersey, Exide Technologies (NASDAQ: XIDE) -- http://www.exide.com/-- manufactures and distributes lead acid batteries and other related electrical energy storage products. Exide first sought Chapter 11 protection (Bankr. Del. Case No. 02-11125) on April 14, 2002 and exited bankruptcy two years after. Matthew N. Kleiman, Esq., and Kirk A. Kennedy, Esq., at Kirkland & Ellis, and James E. O'Neill, Esq., at Pachulski Stang Ziehl & Jones LLP represented the Debtors in their successful restructuring. Exide returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 13-11482) on June 10, 2013. Exide disclosed $1.89 billion in assets and $1.14 billion in liabilities as of March 31, 2013. Exide's international operations were not included in the filing and will continue their business operations without supervision from the U.S. courts. For the new case, Exide has tapped Anthony W. Clark, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, and Pachulski Stang Ziehl & Jones LLP as counsel; Alvarez & Marsal as financial advisor; Sitrick and Company Inc. as public relations consultant and GCG as claims agent. Schnader Harrison Segal & Lewis LLP was tapped as special counsel. The Official Committee of Unsecured Creditors is represented by Lowenstein Sandler LLP and Morris, Nichols, Arsht & Tunnell LLP as co-counsel. Zolfo Cooper, LLC serves as its bankruptcy consultants and financial advisors. Geosyntec Consultants was tapped as environmental consultants to the Committee. Robert J. Keach of the law firm Bernstein Shur as fee examiner has been appointed as fee examiner. He has hired his own firm as counsel. FALCON STEEL: Files for Bankruptcy to Restructure Debt ------------------------------------------------------ Steel fabricator Falcon Steel Company sought Chapter 11 protection after it couldn't find new clients following the completion of a four-year project with Oncor Electric. Falcon concluded a four-year project last year for Oncor to fabricate approximately 4,000 steel lattice towers. The Oncor tower project utilized over 64,000 tons of fabricated steel, resulting in approximately $120 million in revenue to the Company over the four-year period. According to proposed counsel Jeff P. Prostok, Esq., at Forshey & Prostok, since the completion of the project, the revenue from that project has not been completely replaced with new manufacturing orders. In addition, the company lost $7 million in investments in land and equipment for the New Falcon venture which, in the end, did not prove viable. Debtor New Falcon Steel, LLC, was initially formed in 2012 as a joint venture between Falcon and a foreign entity to construct a new manufacturing facility with operations similar to those of its parent company. In March 2013, Falcon acquired all of the equity interests in New Falcon. In June 2013, New Falcon's operations were suspended indefinitely and New Falcon's assets are being held for sale. The Company recently retained Jim Taylor as its chief restructuring officer to assist the Company in devising a new business strategy. Over the last several months, the Company and the CRO have been working closely with the secured lender, Texas Capital Bank, N.A., to steadily reduce the principal of the Company's secured debt. The parties have been engaged in extensive negotiations for the purpose of entering into a forbearance agreement. Nevertheless, and despite having paid the bank $740,000 as a sign of good faith on June 26, 2014, the bank unexpectedly offset $1.4 million in cash from the Company's operating account. The bank's actions left the company with very little cash for operations in the short run and with few options other than to file an emergency Chapter 11 bankruptcy. Mr. Prostok relates that in the Chapter 11 case, the Company intends to implement a business strategy that will ensure the Debtor's financial stability. The Company is evaluating its business and will prepare a proposed plan of reorganization to restructure the Debtor's prepetition obligations and to provide equitable treatment to secured and unsecured creditors. The Debtor will seek confirmation of its plan at the earliest practicable date, Mr. Prostok tells the bankruptcy court. About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 15-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. FALCON STEEL: Proposes to Use Texas Capital's Cash Collateral ------------------------------------------------------------- Falcon Steel Company seeks approval from the bankruptcy court to use cash collateral of Texas Capital Bank, N.A., in accordance with a budget. According to proposed counsel Jeff P. Prostok, Esq., at Forshey & Prostok, use of cash collateral is necessary to prevent immediate and irreparable harm to the Debtors' Chapter 11 estates and should provide sufficient funds to permit Falcon to continue to operate its business. The Debtors request approval for use of cash collateral through July 18, 2014 on an interim basis, and thereafter on a permanent basis. Falcon is obligated to Texas Capital in the amount of $16 million, comprising of $12.8 million on a revolver, $1.7 million on a Term A note, $241,000 on a Term B note, $318,000 on an equipment loan, and $1.535 million on a Term C note. The loans are secured by the Company's account, inventory, equipment and ral property, as well as the New Falcon assets. The Debtors believe that the bank is adequately protected as there exists significant equity in the prepetition collateral over and above the bank's claims. Nevertheless, to the extent of any diminution in value in the bank's cash collaterals occasioned by the Debtors' use of cash collateral, the Debtors propose to grant the bank replacement liens in cash generated postpetition. About Falcon Steel Company Falcon Steel Company and New Falcon Steel, LLC, sought Chapter 11 protection in the U.S. Bankruptcy Court for the Northern District of Texas, Fort Worth Division (Case Nos. 14-42585 and 15-42586) on June 29, 2014. Falcon Steel claims to be the only American-owned company that builds steel lattice towers for high electrical transmission lines. The Debtors are seeking joint administration of their Chapter 11 cases (Lead Case No. 14-42585). Falcon Steel was formed in 1963 and has operated continuously since that time as a manufacturer engaged in fabricating and galvanizing structural steel for customers in the United States. New Falcon, a subsidiary, suspended operations in June 2013 and is being held for sale. Falcon has three manufacturing plants in the DFW area in Texas, with one facility in Haltom City, another in Euless, and the third facility in Kaufman, Texas. The company's corporate headquarters is located at its Haltom City plant. It currently employs approximately 255 employees. Falcon Steel estimated assets and debt of $10 million to $50 million. The Debtors have tapped Forshey & Prostok, LLP, as counsel. FIRED UP: Hearing Today on Employment of Unique Strategies ---------------------------------------------------------- The Bankruptcy Court will convene a hearing on July 3, 2014, to consider Fired Up, Inc.'s request to employ Unique Strategies Group, Inc., as financial advisor effective May 24, 2014. Dan Bensimon, chief executive officer of USG, tells the Court that the hourly rates of USG are: Mr. Bensimon $250 Beth Whatley $200 The firm has received no payment for any work performed, nor has it received a retainer for work it is expected to do. To the best of the Debtor's knowledge USG is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. USG will: a. assist the Debtor in identifying strategic alternatives and the most cost effective options for the Debtor and creditors to maximize their eventual financial benefit; b. assist the Debtor in preparing descriptive and analytical tools including potential projection regarding strategic alternatives; and c. assist the Debtor in the preparation and implementation of a plan that efficiently describes the impact to the unsecured creditors of major transactions by the Debtor. The firm may be reached at: Dan Bensimon UNIQUE STRATEGIES GROUP, INC. 5810 Tom Wooten Dr. Austin, TX 78731-6508 About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The company began its own "out of court" reorganization in the last quarter of 2013 by closing 20 unprofitable restaurants. The company later opted to seek bankruptcy protection to tie up the "loose ends" of its self-imposed "reorganization" that did not appear capable of being tied up without litigation. In particular, the provisions of the Bankruptcy Code with respect to the rejection of burdensome leases and the ability to propose and pay out its debts pursuant to a Plan without piecemeal prosecution by random uncooperative creditors undermining same were particularly attractive. For the fiscal year ending June 27, 2012, the company reported total revenues of $125.7 million, net income of $614,000, and guest counts of 8.6 million. For the fiscal year ending June 26, 2013, the company reported total revenues of $120.8 million, a net loss of $5.9 million, and guest counts totaling 8.5 million. The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. FIRED UP: Hearing Today on Texas Property Sale to LG Acquisitions ----------------------------------------------------------------- The Bankruptcy Court will convene a hearing today, July 3, 2014, at 1:30 p.m., to consider Fired Up, Inc.'s request for approval of the sale of the property located in Abilene, Texas, to LG Acquisitions, LLC. The purchaser is a Dallas-based real estate investment firm focused on the acquisition and development of retail and multi- family projects in Texas and the southern United States. Over the past 24 months, purchaser has acquired, developed and financed over $450 million of real estate projects in over 40 transactions. Subject to Court approval, a contract of sale has been executed by Debtor and LG Acquisitions, LLC for $1,725,000. The Debtor estimates that the net proceeds of the sale will be between $375,000 and $400,000 with FRG Capital's lien to attach to not more than $60,000 of same. It will be held in a segregated, interest bearing account by the Debtor pending the earlier of an order of this Court or confirmation of a Plan of Reorganization. The terms of the contract of sale provides for, among other things: a. payment of any ad valorem taxes owed at the time of closing with those for 2014 to be pro-rated with the purchaser; b. payment to Prosperity Bank of the amount owed on Note through date of closing amounting to $1.18 million; c. a commission of six percent of the purchase price to John T. Evan Company, Inc. from the proceeds of the sale; d. the lien of FRG Capital will attach to the proceeds up to the value of its collateral; and e. the property will be sold free and clear of liens and other encumbrances. On June 5, the Court approved the Debtor's sale of 2012 Ford Econoline Cargo Van to Twisted X Brewery $18,500. The proceeds of the sale were deposited into a segregated interest bearing account. The Debtor, in its motion, stated that from October 2013 until March 2014, the Debtor closed a total of 19 locations which it had determined were unprofitable and likely to remain so. As a result of the store closings, the Debtor had a 2012 Ford Econoline Cargo Van which had been used as a catering van and was no longer needed. There was no lien on the Vehicle 4. The Debtor sold the Vehicle to Twisted X Brewery on May 1, 2014. On June 2, Hidalgo County, Hidalgo County Drainage District No. 1, and McAllen Independent School District, secured ad valorem tax creditors of the Debtor objected to the Debtor's sale motion stating that there are unpaid personal property ad valorem taxes which were assessed for the 2013 tax year and which are secured by the subject property, well as a statutory lien for the 2014 ad valorem taxes which have not yet been finally assessed but which are also secured the property, as reflected in the proofs of claim filed herein by Hidalgo County and McAllen ISD. Hidalgo County, et al., is represented by: John T. Banks, Esq. PERDUE, BRANDON, FIELDER, COLLINS & MOTT, L.L.P. 3301 Northland Drive, Suite 505 Austin, TX 78731 Tel: (512) 302-0190 Fax: (512) 302-1802 On June 10, the Bankruptcy Court approved a an agreed order grating a motion to sell furniture, fixtures and equipment located at 412 E. Nolana Loop, McAllen, Texas for $7,500 with the liens, encumbrances, claims and other charges to attach to the proceeds of the sale in the same order as they currently may exist to the extent they are not paid at closing, except as: a. the Debtor will pay the 2013 allowed ad valorem property taxes secured by the property on or before five days after receipt of the purchase price; and b. the sale and the property itself remain subject to the ad valorem tax liens which secure payment of the 2014 property taxes. The Debtor is authorized to pay pay G.E. Capital Franchise Finance Corp. the net proceeds of the sale after payment of the 2013 ad valorem property taxes as provided herein if GE will accept this sum and release its lien on the property. The agreed order was entered into the Debtor, Hidalgo County, Hidalgo County Drainage District No. 1, McAllen Independent School District, City of McAllen South Texas College, and South Texas ISD. The City of McAllen, South Texas College, and South Texas ISD, secured ad valorem tax creditors of the Debtor, objected to the sale motion stating that the Court must approve the motion only if same is conditioned on the payment at closing of the 2013 taxes secured by the subject property, and requiring an escrow for 2014 taxes. The City of McAllen, et al., are represented by: Diane W. Sanders, Esq. LINEBARGER GOGGAN BLAIR & SAMPSON, LLP 2700 Via Fortuna Dr., Suite 400 (78746) P.O. Box 17428 Austin, TX 78760 Tel: (512) 447-6675 Fax: (512) 443-5114 The Debtor is represented by: Lynn Saarinen, Esq. Barbara M. Barron, Esq. Stephen W. Sather, Esq. BARRON & NEWBURGER, P.C. 1212 Guadalupe, Suite 104 Austin, TX 78701 Tel: (512) 476-9103 Fax: (512) 476-9253 About Fired Up, Inc. Fired Up, Inc., the Austin, Texas-based owner and operator of the Johnny Carino's Italian restaurant chain, sought Chapter 11 bankruptcy protection (Bankr. W.D. Tex. Case No. 14-10447) on March 27, 2014, in Austin. The Debtor is represented by attorneys at Barron & Newburger, P.C., in Austin. It estimated assets and debt of $10 million to $50 million. As of the bankruptcy filing, Fired Up had 2,900 employees and owned and operated 46 company-owned stores known as Johnny Carino's Italian in seven states (Texas, Arkansas, Colorado, Louisiana, Idaho, Kansas and Missouri) and 61 franchised or licensed locations in 17 states and four other countries (Bahrain, Dubai, Egypt and Kuwait). The company began its own "out of court" reorganization in the last quarter of 2013 by closing 20 unprofitable restaurants. The company later opted to seek bankruptcy protection to tie up the "loose ends" of its self-imposed "reorganization" that did not appear capable of being tied up without litigation. In particular, the provisions of the Bankruptcy Code with respect to the rejection of burdensome leases and the ability to propose and pay out its debts pursuant to a Plan without piecemeal prosecution by random uncooperative creditors undermining same were particularly attractive. For the fiscal year ending June 27, 2012, the company reported total revenues of $125.7 million, net income of $614,000, and guest counts of 8.6 million. For the fiscal year ending June 26, 2013, the company reported total revenues of $120.8 million, a net loss of $5.9 million, and guest counts totaling 8.5 million. The Debtor disclosed $10,360,877 in assets and $36,139,375 in liabilities. Creed Ford III is the majority shareholder and has served as president and CEO since 2008. Mr. Ford and Norman J. Abdallah formed Fired Up in 1997 for the purpose of acquiring the then six- unit Johnny Carino's Italian Kitchen chain from Brinker International, Inc. The U.S. Trustee appointed a seven-member Official Committee of Unsecured Creditors. The Commitee tapped Pachulski Stang Ziehl & Jones LLP as its counsel, and FTI Consulting, Inc. as its financial advisor. GENERAL MOTORS: CEO To Testify Before Senate Committee on July 17 ----------------------------------------------------------------- Jeff Bennett and Siobhan Hughes, writing for The Wall Street Journal, reported that General Motors Co. Chief Executive Mary Barra will return to Capitol Hill July 17 to face a new round of questions from a senate committee over the auto maker's nearly 11- year delay in recalling 2.6 million cars equipped with faulty ignition switches. According to the report, the Subcommittee on Consumer Protection, Product Safety, and Insurance is expected to release a more detailed list of any additional witnesses who might be called to testify next week. It is highly likely Chicago attorney Anton Valukas, who handled the internal probe of the auto maker's recall delay, will also be asked to join Ms. Barra, the report related. 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: Judge Sets Schedule for 'Economic Victims? Fight ---------------------------------------------------------------- Joseph Checkler, writing for The Wall Street Journal, reported that a judge set a schedule for General Motors Co.'s bankruptcy court fight with the so-called "economic victims" of GM?s ignition switch defect, urging both sides to work together toward a resolution. According to the report, Judge Robert Gerber of U.S. Bankruptcy Court in Manhattan must ultimately decide, among other issues, whether his approval of a 2009 sale of the so-called "old GM" absolves "new GM" from lawsuits brought by those who say their cars lost value because of the ignition switch defect. The judge said he wants written briefs filed on when they were denied due process by the 2009 sale approval, what their remedies should be and whether any of their claims are against "old GM." The next status conference is set for Aug. 5, the report related. 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. GENCO SHIPPING: Prevails in Valuation Fight, Judge to Confirm Plan ------------------------------------------------------------------ Stephanie Gleason, writing for Daily Bankruptcy Review, reported that a federal bankruptcy judge said that Genco Shipping & Trading Ltd.'s restructuring plan appropriately values the dry-bulk shipper and that he will confirm the plan. Nick Brown, writing for Reuters, reported that lawyers for bankrupt Genco Shipping insisted the dry bulk shipper is not being undervalued during the closing of a trial pitting the company against angry shareholders who wanted better treatment in the restructuring. Reuters related that financial advisers at Blackstone, which was retained by Genco to value the company, argued the shipper was worth between $1.36 billion and $1.44 billion based on the market value of its ships and other assets. Shareholders put the value at $1.91 billion based on financial performance and other factors, the Reuters further related. Law360 reported that lawyers for the dry bulk shipper, in their last day of a trial over the company?s proposed bankruptcy exit plan, questioned the credibility of the equity holder committee?s evidence and witness testimony supporting its contention that the judge should reject the proposed restructuring plan. Under the prepackaged plan, current equity would be canceled and holders will be offered seven-year warrants for 6 percent of the reorganized company struck at a $1.295 billion valuation, Law360 related, citing court papers. 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. GLYECO INC: Registers 53.2 Million Shares for Resale ---------------------------------------------------- Glyeco, Inc., filed with the U.S. Securities and Exchange Commission a registration statement relating to the sale, transfer, or other disposition from time to time of up to an aggregate of 53,272,150 shares of its common stock, consisting of: (i) 31,036,196 shares of the Company's issued and outstanding common stock; and (ii) 22,235,954 shares of the Company's common stock that may be issued upon the exercise of certain outstanding warrants. Alvin Fund, Alpha Capital, J. Abeles, et al., may offer the shares at prevailing market prices at the time of sale, at prices related to the prevailing market price, at varying prices determined at the time of sale or at negotiated prices. The Company is not offering any shares of common stock for sale under this prospectus, and will not receive any proceeds from sales of shares of its common stock by the selling shareholders, except that the Company may receive proceeds on the exercise of outstanding warrants for shares of the Company's common stock covered by this prospectus. The Company's common stock is traded on the OTCQB under the symbol "GLYE." On June 13, 2014, the closing bid price for the Company's common stock as reported on the OTCQB was $0.65 per share. A full-text copy of the Form S-1 prospectus is available at: http://is.gd/MqrAEY About GlyEco, Inc. Phoenix, Ariz.-based GlyEco, Inc., is a green chemistry company formed to roll-out its proprietary and patent pending glycol recycling technology that transforms waste glycols, a hazardous material, into profitable green products. GlyeCo reported a net loss of $4.01 million in 2013, a net loss of $1.86 million in 2012.and a net loss of $592,171 in 2011. As of Dec. 31, 2013, the Company had $15.69 million in total assets, $3.34 million in total liabilities, $1.17 million in mandatorily redeemable series AA convertible preferred stock, and $11.18 million in total stockholders' equity. Semple, Marchal & Cooper, LLP, in Phoenix, Arizona, 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 yet to achieve profitable operations and is dependent on its ability to raise capital from stockholders or other sources to sustain operations and to ultimately achieve viable profitable operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. GREEN POWER: New Chapter 11 Quickly Dismissed --------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Green Power Inc. didn't last long in Chapter 11 a second time after U.S. Bankruptcy Judge Timothy W. Dore in Seattle gave dismissed the new bankruptcy because the power plant owner didn't provide proof of insurance, didn't file required disclosures about assets and pre-bankruptcy transactions, and didn't submit papers to sell the business. The case is In re Green Power Inc., 14-bk-13645, U.S. Bankruptcy Court, Western District of Washington (Seattle). U.S. Bankruptcy Court Judge Timothy Dore dismissed Green Power Inc.'s bankruptcy case (Bankr. E.D. Wash. Case No. 14-11274) in March 2014. The U.S. Trustee in Seattle sought case dismissal, citing the Company's lack of an attorney and insurance. The Company also failed to file all the information needed for a Chapter 11 bankruptcy. GUNLER FOODS: Case Summary & Largest Unsecured Creditors -------------------------------------------------------- Debtor: Gunler Foods, Inc. 3301 North State Highway 6 Bryan, TX 77807 Case No.: 14-33734 Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Southern District of Texas (Houston) Judge: Hon. Letitia Z. Paul Debtor's Counsel: Ronald J Sommers, Esq. NATHAN SOMMERS JACOBS 2800 Post Oak Blvd, 61st Fl Houston, TX 77056-6102 Tel: 713-892-4801 Fax: 713-892-4800 Email: efilers@nathansommers.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Jorge Corona, secretary and general counsel. A list of the Debtor's largest unsecured creditors is available for free at http://bankrupt.com/misc/txsb14-33734.pdf HAM'S RESTAURANTS: 4th Cir. Sends Flying Pigs Suit to State Court ----------------------------------------------------------------- In late 2012, a North Carolina business called Flying Pigs, LLC, sued a North Carolina entity called RRAJ Franchising, LLC, in the Superior Court of Lenoir County, North Carolina, alleging a claim under North Carolina law. RRAJ removed that lawsuit to the Eastern District of North Carolina, asserting federal question jurisdiction pursuant to 28 U.S.C. Sec. 1331. The district court denied Flying Pigs's motion to remand to Lenoir County for lack of federal jurisdiction, and then granted RRAJ's Rule 12(b)(6) motion to dismiss the complaint with prejudice. In a July 1 decision, the United States Court of Appeals for the Fourth Circuit vacated the Dismissal Order and remanded for the Flying Pigs lawsuit to be returned to Lenoir County. Flying Pigs initiated the action in an effort to enforce, by foreclosure and judicial sale, an equitable lien against certain trademarks and associated goodwill now owned by RRAJ Franchising. The equitable lien was the result of a 2010 lawsuit in the Superior Court of Guilford County, North Carolina, where Flying Pigs pursued and was awarded more than $500,000 for rental payments owed by its delinquent commercial tenant, Chelda, Inc. Chelda, which is headquartered in Greensboro, the county seat of Guilford County, owned Ham's Restaurants, Inc. Ham's operated a number of eponymously named family eateries in North Carolina and Virginia. In 1999, Chelda and Ham's executed a 20-year lease with Flying Pigs to house a Ham's Restaurant in Kinston, the county seat of Lenoir County. By 2008, however, Chelda and Ham's were in financial turmoil and, by June 2009, ceased making their monthly rental payments to Flying Pigs. On October 9, 2009, Flying Pigs notified Chelda and Ham's that they were in breach of the lease, and on October 21, 2009, Flying Pigs entered the Kinston restaurant to secure the premises. The next day, Ham's (but not Chelda) filed for Chapter 11 bankruptcy in the Eastern District of North Carolina. Ham's rejected its Kinston lease with Flying Pigs, leaving Flying Pigs to pursue recourse solely from Chelda. To that end, Flying Pigs sued Chelda on March 12, 2010, in the Superior Court of Guilford County. On July 6, 2010, Flying Pigs obtained a default judgment against Chelda in excess of $567,000. The lion's share of the judgment was attributed to Chelda's obligations through the remaining term of the Kinston lease, less any rents received in mitigation. To effectuate at least partial satisfaction of the default judgment, Flying Pigs sought an equitable lien against two federally registered trademarks, and their associated goodwill, which had been registered by Chelda but used exclusively by Ham's. On July 30, 2010, the Guilford County court granted Flying Pigs's request in that regard, imposing an equitable lien on -- and authorizing the judicial sale of -- the intellectual property. That very day, Flying Pigs registered a notice of its equitable lien with the United States Patent and Trademark Office. Meanwhile, the Ham's bankruptcy proceedings moved forward. A Greensboro entity called RCR Marketing, LLC, bid $360,000 in the Chapter 11 proceedings for all of [Ham's] assets, property and rights, tangible and intangible, including without limitation . . . equipment, furniture, fixtures . . . goodwill, trademarks, licenses (including but not limited to any rights and/or licenses to the name 'Ham's Restaurant' and all related trademarks) and all other intellectual property. The assets of Ham's were to be sold in "as is" condition, "without any warranties, express or implied, including without limitation any warranties concerning title, merchantability, or fitness." On August 3, 2010, the bankruptcy court approved the sale of Ham's assets to RCR, converting the Chapter 11 matter to a Chapter 7 liquidation proceeding. The parties scheduled the bankruptcy sale for closing on August 19, 2010. On the morning of the bankruptcy sale's closing, however, the Bank of North Carolina filed suit in Guilford County against RCR and Chelda. Throughout the Ham's bankruptcy proceedings, BNC had asserted that it held a perfected security interest in Chelda's personal property, including its equipment and trademarks, and that Chelda -- rather than Ham's -- was the actual owner of a substantial portion of the assets RCR purported to have purchased from the bankruptcy estate. Thus, BNC's Guilford County lawsuit sought to prevent RCR's imminent and allegedly unauthorized appropriation of Chelda's property, including the intellectual property. That same morning, the Guilford County court awarded a temporary restraining order enjoining RCR and Chelda's use of the equipment and the intellectual property. Nonetheless, on the Bankruptcy Trustee's advice and insistence, the closing of the bankruptcy sale of Ham's assets to RCR proceeded as scheduled. On August 27, 2010, RCR removed BNC's Guilford County suit to the Middle District of North Carolina. By March 11, 2011, BNC, Chelda, and RCR had agreed to compromise and settle all their claims and disputes, pursuant to which the district court entered an order dismissing the BNC lawsuit with prejudice. The compromise and settlement led to these events: (1) on March 16, 2011, the PTO recorded an assignment of the intellectual property from Chelda to RCR, effective March 3, 2011; (2) then, on June 15, 2011, BNC released its security interest in the intellectual property; and (3) finally, on September 19, 2011, RCR assigned the intellectual property to its sister entity, defendant-appellee RRAJ Franchising, LLC. On December 12, 2012, Flying Pigs filed the complaint against RRAJ Franchising in the Superior Court of Lenoir County, seeking to foreclose on its equitable lien against the intellectual property, to subject that property to a judicial sale, and to enjoin RRAJ from any further use thereof in connection with operations of the Ham's restaurants. On January 17, 2013, RRAJ removed the Lenoir County case to the Eastern District of North Carolina, characterizing the complaint therein as a "dispute over two trademarks held and registered pursuant to the Federal Lanham Act." On February 25, 2013, RRAJ Franchising moved in the district court to dismiss the Flying Pigs complaint on the ground that the settlement of BNC's Guilford County lawsuit -- to which Flying Pigs was not a party -- nonetheless barred the foreclosure action under the principles of res judicata. The next day, Flying Pigs moved to remand the Lenoir County lawsuit to state court, asserting a lack of federal jurisdiction. On August 14, 2013, the district court conducted a hearing on the respective motions. On August 22, 2013, the court entered its Dismissal Order, denying the remand requested by Flying Pigs and granting RRAJ's Rule 12(b)(6) motion to dismiss on the basis of res judicata. On September 13, 2013, Flying Pigs filed a timely notice of appeal. Flying Pigs maintains on appeal that the district court erred in denying its motion to remand, asserting that its Lenoir County complaint alleges a state law cause of action and does not, on its face, present any federal question sufficient to invoke federal jurisdiction. RRAJ Franchising, on the other hand, contends that its removal of the Lenoir County case to federal court was proper because an adjudication of Flying Pigs's complaint requires the application of federal trademark law. The appellate case is, FLYING PIGS, LLC, Plaintiff-Appellant, v. RRAJ FRANCHISING, LLC, Defendant-Appellee, No. 13-2135 (4th Cir.). A copy of the July 1, 2014 decision is available at http://is.gd/ksdYfmfrom Leagle.com. About Ham's Restaurants Founded in 1935, Ham's Restaurants, Inc., operated 14 locations in North Carolina and Virginia. It filed a Chapter 11 bankruptcy petition (Bankr. E.D.N.C. Case No. 09-09233) on Oct. 22, 2009. On Aug. 4, 2010, the case was converted to one under Chapter 7 and Joseph N. Callaway became the Chapter 7 Trustee. HUB HOLDINGS: Moody's Assigns 'B3' CFR; Outlook Negative -------------------------------------------------------- Moody's Investors Service has assigned a B3 corporate family rating with a negative outlook to Hub Holdings, LLC (together with its subsidiaries, "Hub"), a newly formed indirect holding company for Hub International Limited. Moody's has also assigned a Caa2 rating to $380 million of senior unsecured notes being issued by the new holding company. Net proceeds from the offering will be used to pay a cash distribution of approximately $368 million to equity holders and to pay related expenses. Hub Holdings Finance, Inc. will be a co-issuer of these notes, with no other material activities. The rating agency has affirmed the ratings of Hub's existing credit facilities and notes (see list below), and has changed the rating outlook on Hub's existing issuers to negative from stable. The negative rating outlook reflects the highly aggressive financial leverage and use of proceeds under the proposed transaction, just nine months after Hub completed a $4.5 billion leveraged buyout sponsored by private equity firm Hellman & Friedman. Ratings Rationale "The proposed transaction could signal an increased appetite for leverage on the part of Hub management and the private equity sponsor relative to our expectations at the time of the buyout," said Bruce Ballentine, Moody's lead analyst for Hub. Moody's estimates that the new debt will boost Hub's debt-to-EBITDA ratio to about 8.6x, while lowering its (EBITDA - capex) interest coverage to about 1.7x. "The ratings incorporate our expectation that Hub will reduce its leverage ratio below 8x within 12-18 months," added Mr. Ballentine. "The ratings could be downgraded should the leverage ratio remain above 8x." Hub's ratings reflect its solid market position in North American insurance brokerage, good diversification across products and geographic areas, and strong operating margins. These strengths are tempered by the company's high financial leverage and limited interest coverage. Moody's expects that Hub will continue to pursue a combination of organic growth and acquisitions, the latter giving rise to integration and contingent risks (e.g., exposure to errors and omissions), although Hub has a favorable track record in absorbing small and mid-sized brokers. Factors that could lead to stable rating outlook include: (i) debt-to-EBITDA ratio below 8x on a sustained basis, (ii) (EBITDA - capex) coverage of interest consistently exceeding 1.5x, and (iii) free-cash-flow-to-debt ratio consistently exceeding 3%. Factors that could lead to a rating downgrade include: (i) debt- to-EBITDA ratio remaining above 8x, (ii) (EBITDA - capex) coverage of interest below 1.2x, or (iii) free-cash-flow-to-debt ratio below 2%. Moody's has assigned the following ratings (and loss given default (LGD) assessment) to Hub Holdings, LLC: Corporate family rating B3; Probability of default rating B3-PD; $380 million five-year senior unsecured notes Caa2 (LGD6, 94%). Moody's has affirmed the following ratings (with revised LGD assessments) of Hub International Limited: $225 million senior secured revolving credit facility maturing October 2018 at B1 (to LGD2, 29% from LGD3, 32%); $1.9 billion senior secured term loan maturing October 2020 at B1 (to LGD2, 29% from LGD3, 32%); $950 million senior unsecured notes due October 2021 at Caa2 (to LGD5, 80% from LGD5, 86%). Moody's has affirmed the following rating (with revised LGD assessment) of Hub International Canada West ULC: C$50 million senior secured revolving credit facility maturing October 2018, guaranteed by Hub International Limited, at B1 (to LGD2, 29% from LGD3, 32%). Moody's has withdrawn the B3 corporate family and B3-PD probability of default ratings of Hub International Limited. The principal methodology used in this rating was Moody's Global Rating Methodology for Insurance Brokers & Service Companies published in February 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. Based in Chicago, Illinois, Hub is a major North American insurance brokerage firm providing property and casualty, life and health, employee benefits, investment and risk management products and services through offices located in the US, Canada, Puerto Rico and Brazil. The company generated total revenue of $1.2 billion for the 12 months through March 2014. Shareholders' equity was $1.6 billion as of March 31, 2014. HUB INTERNATIONAL: S&P Assigns 'CCC+' Rating to $380MM Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it affirmed its 'B' long-term counterparty credit rating on HUB International Ltd. (HUB). S&P also affirmed all related existing issue-level and recovery ratings on the company's debt. The outlook is stable. At the same time, S&P assigned its 'CCC+' rating with a '6' recovery rating to the planned $380 million holding company unsecured notes due 2019. The notes are issued by Hub Holdings LLC, a newly formed indirect parent of HUB International Ltd. The notes are co-issued by Hub Holdings Finance, a subsidiary of Hub Holdings. "The affirmation reflects our belief that, although the proposed new issuance under private equity sponsor Hellman & Friedman results in weaker credit-protection measures, the company's sustained competitive position and improving earnings and cash- flow generating capabilities will enable it to carry this increased debt load and de-lever modestly during the next year," said Standard & Poor's credit analyst Julie Herman. HUB's financial profile is highly leveraged given its weak credit protection measures and very aggressive financial policy stemming from Hellman & Friedman's private equity controlling ownership. Following the proposed debt issuance, HUB's credit quality deteriorates, with adjusted total debt-to-EBITDA ratio weakening to 8.8x for the 12 months ended March 31, 2014, pro-forma for the transaction from 7.9x. S&P views the increased leverage as a credit negative, particularly given the use of debt proceeds toward shareholder dividends, which does not support future earnings growth (as compared to increased debt to support organic or inorganic growth). However, offsetting these negative factors, S&P believes HUB's favorable performance will enable it to absorb this increased debt level and modestly de-lever during the coming year. S&P assess HUB's liquidity as adequate because it expects cash sources to exceed cash needs by at least 2x. The company has no significant debt maturities until 2018. Also supporting the liquidity profile is HUB's limited working capital and capital expenditure needs (about 3% of revenues annually). The stable outlook reflects S&P's belief that HUB's credit measures will improve modestly from profit growth but will remain on the weaker end of a highly leveraged financial profile, mitigated by a business risk profile on the higher end of fair. "We could revise the outlook to negative or lower the rating during the next 12 months if the company does not de-lever per our expectations, including debt-to-EBITDA ratio of no greater than 8x-8.5 as of year-end 2014, and less than 8x by year-end 2015. We would also consider a negative action if the free operating cash flow-to-debt or FFO-to-debt ratios fell to less than 6% or EBITDA coverage fell to less than 2x. A shortfall relative to these expectations could occur through earnings deterioration of if management continues to take a more-aggressive approach to its financial policy through additional debt financing for acquisitions or reinvestment in the business above a level appropriate for the rating. We would also consider a downgrade if HUB's business profile deteriorates and becomes weak, which would be demonstrated through deteriorating organic growth and declining performance trends," S&P said. Although unlikely in the next 12 months given the company's high leverage, S&P could consider an upgrade if HUB is able to continue to grow and diversify its business model profitably and its financial policies become sustainably less aggressive -- for example, if leverage falls to less than 5.5x on a sustained basis. This may occur through a combination of earnings growth and debt pay-down. IBCS MINING: Schedules and Statements Due July 11 ------------------------------------------------- IBCS Mining, Inc., and affiliate IBCS Mining, Inc., Kentucky Division, sought Chapter 11 bankruptcy protection (Bankr. W.D. Va. Case Nos. 14-61215 and 14-61216) on June 27, 2014, without stating a reason. The Debtors did not submit their schedules of assets and liabilities and statements of financial affairs on the Petition Date. According to the docket, the Debtors are required to submit their schedules and statements by July 11, 2014. IBCS Mining estimated assets and debt in excess of $10 million. IBCS Mining KD estimated less than $50,000 in assets and less than $10 million in debt. The Chapter 11 cases are assigned to Judge Rebecca B. Connelly. The Debtors have tapped Hirschler Fleischer, P.C., in Richmond, Virginia, as counsel. A status hearing is slated for Sept. 15, 2014, at 2:00 p.m. at Charlottesville, Room 200, US Courthouse, 255 W. Main St., Charlottesville, VA 22902. INDEPENDENCE TAX II: Incurs $568,000 Net Loss in Fiscal 2014 ------------------------------------------------------------ Independence Tax Credit Plus L.P. II filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $568,406 on $849,412 of total revenues for the year ended March 31, 2014, as compared with net income of $12.52 million on $825,809 of total revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $2.76 million in total assets, $16.49 million in total liabilities and a $13.73 million total partners' deficit. Liquidity "At March 31, 2014, the Partnership's liabilities exceeded assets by $13,733,253 and for the year then ended, the partnership had net loss of $ (568,406). These factors raise doubt about the Partnership's ability to continue as a going concern." "The Partnership has cash reserves of approximately $2,279,000 at March 31, 2014. That amount is considered sufficient to cover the Partnership's day to day operating expenses, excluding fees to the General Partner, for at least the next year. The Partnership's operating expenses, excluding the Local Partnerships' expenses and related party expenses amounted to approximately $126,000 for the year ended March 31, 2014." "Management believes the above mitigating factors enable the Partnership to continue as a going concern," the Company said in the filing. A full-text copy of the Form 10-K is available for free at: http://is.gd/JQfBzB About Independence Tax Credit Plus L.P. II Based in New York, Independence Tax Credit Plus L.P. II was organized on Feb. 11, 1992, and commenced its public offering on Jan. 19, 1993. The general partner of the Partnership is Related Independence Associates L.P., a Delaware limited partnership. The general partner of Related Independence Associates L.P. is Related Independence Associates Inc., a Delaware Corporation. The ultimate parent of Related Independence Associates L.P. is Centerline Holding Company. The Partnership's business is primarily to invest in other partnerships owning leveraged apartment complexes that are eligible for the low-income housing tax credit enacted in the Tax Reform Act of 1986, some of which may also be eligible for the historic rehabilitation tax credit. The Partnership is in the process of developing a plan to dispose of all of its investments. IPREO HOLDINGS: Moody's Assigns B3 CFR Over Leveraged Buyout ------------------------------------------------------------ Moody's Investors Service has assigned to Ipreo Holdings LLC's a B3 Corporate Family Rating (CFR) and B3-PD Probability of Default Rating (PDR). In connection with this rating action, Moody's assigned a B1 rating to the company's proposed senior credit facility ($320 million senior secured term loan due 2021 and $45 million revolving credit facility due 2019) and Caa2 rating to the new $200 million senior unsecured notes maturing 2022. The rating outlook is stable. The new debt instruments will be issued by a newly-formed second- tier parent holding company named US LLC 2. Ipreo is a wholly- owned subsidiary of US LLC 2 and a guarantor of the debt. Proceeds from the term loan and notes plus $487 million of equity (including approximately $65 million of management rollover equity) will be used to finance the leveraged buyout (LBO) of Ipreo by certain funds managed and controlled by Goldman Sachs Merchant Banking Division and The Blackstone Group ("Goldman/Blackstone" or the "equity sponsors") from Kohlberg Kravis Roberts & Co. L.P. ("KKR") for a total purchase price of approximately $962 million (net of balance sheet cash and excluding transaction fees and expenses, collectively estimated to be about $45 million). The equity sponsors will own approximately 86% of Ipreo through a series of parent holding company entities. Ratings Assigned: Issuer: Ipreo Holdings LLC (New) Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD Issuer: US LLC 2 $45 Million Revolving Credit Facility due 2019 -- B1 (LGD-3) $320 Million Senior Secured Term Loan due 2021 -- B1 (LGD-3) $200 Million Senior Unsecured Notes due 2022 -- Caa2 (LGD-5) The assigned ratings are subject to review of final documentation and no material change in the size, terms and conditions of the transaction as advised to Moody's. The new credit facilities will replace the current debt capital structure, which consists of a $165 million outstanding term loan B, $70 million of senior subordinated notes (unrated) and a $20 million revolver. The new $45 million revolver is expected to be undrawn at closing. Moody's will withdraw the company's existing B2 CFR, B2-PD PDR as well as the B1 ratings and LGD assessments on the existing credit facilities upon their full repayment and extinguishment. Ratings Rationale Ipreo's B3 CFR reflects the relatively high leverage following its second LBO in less than three years, small revenue base in the financial data and new-issue workflow software industry, and exposure to volatile primary capital markets activity. The rating also captures customer concentration and event risks related to ownership by its equity sponsors. Pro forma for the contemplated Goldman/Blackstone buyout, total debt to EBITDA leverage will climb to 8.8x (incorporating Moody's standard adjustments, deferred revenue and relocation cost savings; excluding one-time transaction expenses, one-time customer investments and non-recurring costs) from 4.3x (Moody's adjusted) as of March 2014. Leverage is high compared to the median of 6.8x for B3-rated global industry peers (6.5x for B3- rated global cross industry peers). Nonetheless, Moody's believe the business model can accommodate a more leveraged capital structure due to Ipreo's strong revenue visibility and history of positive free cash flow generation. This is supported by a subscription-based revenue model in which 63% of sales are recurring, high customer retention rates in the 90% range and high-demand products embedded in customer workflows, which collectively create a loyal client base. Moody's expect Ipreo will continue to capitalize on cost synergies as well as continued secular outsourcing trends by investment banks, market share gains in underserved verticals and geographies, and good industry growth prospects despite uneven primary markets activity. Barring another leveraging event, Moody's believe this should reduce total debt to EBITDA to around 7.5x (Moody's adjusted) by year end 2015, which will better position the company within the B3 rating category for its industry peer group. Despite its small revenue base, the technology-driven financial data provider maintains a solid market position in licensing its cloud-based Software as-a-Service (SaaS) mission-critical workflow tools and proprietary data for managing investment banks' primary market offering process including book building, deal-related accounting/analytics and regulatory functions. Ipreo also maintains small but growing market shares in the institutional contact information sub-sector through its Bigdough investor database and in shareholder intelligence services. Following KKR's LBO of Ipreo in August 2011, the company has performed better than initial forecasts due to a recovery in municipal bond issuance, realized benefits from prior steps to expand its geographic and asset class coverage, and share gains from a combination of new client wins and deeper penetration into existing client accounts. Rating Outlook The stable rating outlook reflects our view that the US and global economies will continue to grow modestly, that new issuance volume will not materially decline, and that Ipreo will generate revenue growth in the range of 10-15% over the next twelve months. This should allow Ipreo to generate modest free cash flow, maintain a good liquidity position, and reduce leverage to under 8x total debt to EBITDA (Moody's adjusted) by year end 2015, barring another leveraging event. What Could Change the Rating - Down A downgrade could occur if: (i) Ipreo's total debt to EBITDA leverage is expected to be sustained above 8x (Moody's adjusted); (ii) the company is unable to reduce leverage to at least 7.5x (Moody's adjusted) by year end 2015; or (iii) free cash flow were to weaken. Ratings could also be downgraded if market share erodes, liquidity deteriorates, Ipreo experiences sustained client losses or the company engages in debt-financed acquisitions or shareholder distributions resulting in leverage sustained above our downgrade threshold. What Could Change the Rating - Up An upgrade is unlikely absent meaningful revenue expansion that leads to consistent and growing free cash flow generation of at least 5% of adjusted debt, and a sustained reduction in total debt to EBITDA leverage to a level comfortably below 5.5x (Moody's adjusted). Ipreo would also need to maintain a good liquidity position to be considered for an upgrade. The principal methodology used in this rating was Global Business & Consumer Service Industry published in October 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Ipreo Holdings LLC, headquartered in New York, NY, is a provider of financial data, market information, and workflow tools to over 750 small and medium-sized financial firms and more than 1,250 investment banking and corporate clients. Ipreo has more than 750 employees and operations throughout the US, Europe, and Asia. Goldman Sachs Merchant Banking Division and The Blackstone Group acquired Ipreo from Kohlberg Kravis Roberts & Co. L.P. in a July 2014 LBO for approximately $962 million (net of balance sheet cash and excluding transaction fees and expenses). Revenue for the twelve months ended March 2014 was about $185 million. JAGUAR HOLDING: Moody's Affirms B2 Corp. Family Rating ------------------------------------------------------ Moody's Investors Service affirmed the ratings of Jaguar Holding Company I (a parent of Pharmaceutical Product Development, LLC. and Jaguar Holding Company II (together, "PPD")), including the B2 Corporate Family Rating and B2-PD Probability of Default Rating. Moody's also affirmed the Caa1 on the unsecured notes issued by Jaguar Holding Company I, including an incremental $600 million that will be used to fund a dividend to the equity sponsors, The Carlyle Group and Hellman & Friedman. These notes are structurally subordinated to the unsecured notes issued at Pharmaceutical Product Development, LLC. (along with Jaguar Holding Company II, as co-borrower), which Moody's affirmed at B3. The additional subordinated debt in the capital structure also results in an upgrade to Ba2 (from Ba3) of the senior secured credit facilities issued at Pharmaceutical Product Development, LLC. The outlook is stable. Moody's rating actions: Jaguar Holding Company I: Affirmed Corporate Family Rating of B2 Affirmed Probability of Default Rating of B2-PD Affirmed Caa1 (to LGD5 from LGD6) rating on unsecured notes due 2017 Pharmaceutical Product Development, LLC.: Upgraded $175 million Senior Secured Revolver Due 2016 to Ba2 (LGD2) from Ba3 (LGD2) Upgraded $1.450 billion Senior Secured Term Loan due 2018 to Ba2 (LGD2) from Ba3 (LGD2) Affirmed B3 (to LGD4 from LGD5) on $575 million Senior Unsecured Notes due 2019 The outlook is stable. Ratings Rationale PPD's B2 rating reflects the company's very high financial leverage and aggressive financial policies, including a significant amount of shareholder dividends paid since the company's leveraged buyout. The ratings also reflect risks inherent in the CRO industry, which is highly competitive, has high reliance on the pharmaceutical industry, and is subject to cancellation risk. The B2 rating is supported by PPD's significant scale, leading breadth of services and strong reputation, which Moody's believes gives the company competitive advantages over many peers in the highly fragmented CRO industry. The ratings are supported by Moody's view that PPD has good revenue growth prospects due to increased outsourcing of research and development by the pharmaceutical industry. PPD's growth may also benefit incrementally from share gains from smaller competitors. While not anticipated, Moody's could upgrade the ratings if PPD repays debt with free cash flow and grows EBITDA such that adjusted debt to EBITDA is expected to be sustained below 5.5 times and free cash flow to debt is expected to be sustained above 8%. Moody's could downgrade the ratings if leverage is expected to remain above 7.0 times over the next 12-18 months. Further, if free cash flow to debt is expected to be negative for a sustained period, or liquidity is expected to materially worsen, Moody's could downgrade the ratings. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Pharmaceutical Product Development, Inc. ("PPD") is a leading global contract research organization ("CRO"). The company provides preclinical drug discovery, Phase I through Phase IV clinical development, post-approval services as well as laboratory services to pharmaceutical, biotechnology and academic customers, among others. PPD is owned by The Carlyle Group and Hellman & Friedman. Net revenues for the twelve months ended March 31, 2014 approximated $1.8 billion. KMAP INC: Case Summary & 5 Largest Unsecured Creditors ------------------------------------------------------ Debtor: KMAP Inc. 2115 Trescott Drive Tallahassee, FL 32308 Case No.: 14-40371 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Northern District of Florida (Tallahassee) Debtor's Counsel: Robert C. Bruner, Esq. ROBERT C. BRUNER, ATTORNEY 261 Pinewood Drive Tallahassee, FL 32303 Tel: 850-385-0342 Fax: 850-270-2441 Email: RobertCBruner@hotmail.com Total Assets: $0 Total Liabilities: $3.53 million The petition was signed by L. Blair Bailey, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb14-40371.pdf KSS HOLDINGS: S&P Affirms B+ CCR & Rates $500MM 1st Lien Debt B+ ---------------------------------------------------------------- Standard & Poor's Ratings Services affirmed its 'B+' corporate credit rating on KSS Holdings Inc., parent of Key Safety Systems Inc. The outlook is stable. At the same time, S&P assigned its 'B+' issue-level rating and '3' recovery rating to Key Safety's new first-lien $500 million senior secured credit facilities. The '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%) in the event of a payment default. S&P also assigned its 'B' issue-level rating and '5' recovery rating to Key Safety's new $100 million second-lien term loan. The '5' recovery rating indicates S&P's expectation for modest recovery (10%-30%) in the event of a payment default. The company plans to use the proceeds from the debt issuances to refinance its existing term loan and revolver. S&P will withdraw the ratings on Key Safety's existing $395 million term loan due 2018 and its $75 million revolver due 2017 when the proposed transaction closes. KSS faces strong competition (the company is the No. 4 global player), intense pricing pressure, and potentially volatile raw material costs. S&P's view of KSS' business also reflects the company's good geographic diversity (the Americas account for 39% of sales, while Asia-Pacific represents 35%, and Europe accounts for 26%), its recent business wins, and its participation in the automotive safety equipment segment, which we consider to have relatively good growth characteristics due to various regulations requiring added safety content. KSS' larger competitors, which S&P considers to have stronger market positions and better financial risk profiles than KSS, could limit the company's growth in expanding markets in the coming years. The stable outlook on KSS reflects S&P's view that business growth will allow the company to generate positive free cash flow with debt leverage improving a bit in 2014 and 2015. "We expect EBITDA growth supported by increasing revenues and adjusted EBITDA margins of 11%-11.5% due to improved fixed-cost absorption from higher sales on recent new business," said Standard & Poor's credit analyst Nancy Messer. "We assume high-single-digit revenue growth in 2014 on the large backlog of new business in the Chinese market, which is growing at a higher rate than North American and European markets." While unexpected, S&P could lower the rating if cash flow turns negative over the next 12 months amid execution risk related to expansion or slower-than-expected revenue growth due to global weakness in vehicle demand; or if S&P believes debt to EBITDA, including our adjustments, would increase to 4.5x. An upgrade is unlikely during the next year, based on S&P's assessment of KSS' business risks and ownership by a financial sponsor, which S&P believes indicates that its financial policies will remain aggressive. Under a different ownership structure, an upgrade could occur if KSS is able to maintain debt to EBITDA below 4.0x from solid operating performance, with FOCF to debt approaching 10% or better, combined with a commitment to moderate financial policies. LIFE FUNDING: Case Summary & 12 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Life Funding, Inc. 19281 Sausalito Lane Huntington Beach, CA 92646 Case No.: 14-14111 Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Central District Of California (Santa Ana) Judge: Hon. Scott C Clarkson Debtor's Counsel: Thomas J Polis, Esq. POLIS & ASSOCIATES, APLC 19800 MacArthur Blvd, Ste 1000 Irvine, CA 92612-2433 Tel: 949-862-0040 Fax: 949-862-0041 Email: tom@polis-law.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Robert W. Cirac, president. A list of the Debtor's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-14111.pdf LIME ENERGY: Has 50 Million Authorized Common Shares ---------------------------------------------------- Lime Energy Co. filed with the U.S. Securities and Exchange Commission a current report on Form 8-K to amend and update the description of capital stock of the Company contained in its Form 8-A (File No. 001-16265) filed with the SEC on Feb. 21, 2008. As of March 31, 2014, the Company had 50,000,000 authorized shares of common stock, par value $0.0001 per share; 2,000,000 shares of authorized Series A preferred stock, par value $0.01 per share, and 1,000,000 shares of authorized Series B preferred stock, par value $0.01 per share. The Company's common stock is listed on The NASDAQ Capital Market under the symbol "LIME." A full-text copy of the Report is available for free at: http://is.gd/ci068a About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy disclosed in regulatory filings in July 2013 it is in discussions with PNC Bank about entering into a forbearance agreement in which they would agree not to accelerate a loan for a period of time while the Company attempts to correct the gas flow issue and sell its landfill-gas facility. The bank is considering the Company's request. Lime Energy reported a net loss available to common stockholders of $18.51 million in 2013 following a net loss of $31.81 million in 2012. The Company's balance sheet at March 31, 2014, showed $27.05 million in total assets, $18.78 million in total liabilities and $8.26 million in total stockholders' equity. LINN ENERGY: S&P Affirms 'BB-' CCR on Asset Acquisition Plan ------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB-' corporate credit ratings on Houston-based exploration and production company Linn Energy LLC. The outlook is stable. At the same time, S&P placed its 'B+' ratings on Linn's senior unsecured debt on CreditWatch with negative implications, reflecting the potential for a downgrade following the close of the transaction, depending on the final financing package. In addition, S&P affirmed its 'BB-' corporate credit and senior unsecured ratings on wholly owned subsidiary Berry Petroleum Co. The outlook is stable. The stable outlook reflects S&P's expectations that FFO to debt will average between 15% and 20% and that debt to EBITDA will remain below 5x, which assumes Linn will hedge production of the acquired Devon assets at about $4.25 per million cubic feet equivalent or better. "We expect Linn to continue to generate significant negative cash flow and that it will be funded under its credit facility, limiting improvement in financial measures," said Standard & Poor's credit analyst Paul Harvey. S&P could lower ratings if Linn pursues a more aggressive financial policy such that expected FFO to debt falls below 12% and debt leverage exceeds 5x. This could occur if Linn increases distributions to unitholders without a commensurate increase in cash flows, or if it fails to reduce growth-oriented spending that would result in higher-than-expected negative free cash flow. An upgrade will require expectations that Linn would maintain debt leverage below 4x and FFO to debt above 20% on a sustained basis. This could prove challenging given Linn's aggressive distribution policy and S&P's forecast of substantial negative free cash flow. Nevertheless, Linn could reach this level through equity-financed acquisitions resulting in improved financial measures. MEE APPAREL: Files Liquidating Plan Following Sale -------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that MEE Apparel LLC negotiated a global settlement with the creditors' committee and the buyer of the youth apparel business, paving the way for the company to file a liquidating Chapter 11 plan along with an explanatory disclosure statement. According to the report, the disclosure statement provides that as a result of the settlement, which required MEE to set aside $1 million for general unsecured creditors from the sale, those creditors will get 2.5 percent to 3.33 percent on claims of about $30 million to $40 million, according to disclosure materials. 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. 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. The petitions were signed by Jeffrey L. Gregg as chief restructuring officer. 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. Suchman LLC closed the purchase of substantially all of MEE's assets pursuant to the asset purchase agreement dated May 30, 2014. The sale was valued at $12 million. The U.S. Trustee for Region 3 has appointed five members to the Official Committee of Unsecured Creditors. Counsel for Committee is David M. Posner, Esq., Otterbourg, P.C., in New York. The Committee also retains Capstone Advisory Group LLC as financial advisor. MIG LLC: Proposes Prime Clerk as Claims Agent & Admin. Advisor -------------------------------------------------------------- MIG LLC, filed applications to hire Prime Clerk LLC as claims and noticing agent and administrative advisor in the chapter 11 cases. For its claims and noticing services, Prime Clerk will charge the Debtors at these hourly rates: Hourly Rate ----------- Analyst $45 Technology Consultant $130 Consultant $125 Senior Consultant $155 Director $195 For the firm's solicitation, balloting and tabulation services, the rates are: Hourly Rate ----------- Solicitation Consultant $195 Director of Solicitation $210 The firm will charge $0.10 per page for printing, $0.10 per page for fax noticing, and no charge for e-mail noticing. Hosting of the case Web site is free of charge and on-line claim filing services are free of charge. For data administration and management, the firm will charge $0.10 per record per month for data storage, maintenance and security. Prior to the Petition Date, the Debtors provided Prime Clerk a retainer in the amount of $25,000. Prime Clerk seeks to first apply the retainer to all prepetition invoices, and therefafter, to hold the retainer as security for the payment of fees and expenses incurred postpetition. Michael J. Frishberg, co-president and COO of Prime Clerk, represents that the firm neither holds nor represents any interest materially adverse to the Debtors' estates in connection with any matter on which it would be employed. The Debtors filed a separate application to employ Prime Clerk as administrative advisor because the administration of the Chapter 11 cases will require Prime Clerk to perform duties outside the scope of 28 U.S.C. Sec. 156(c). The claims agent can be reached at: PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Attn: Shai Waisman Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LCC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on June 30, 2014. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. The cases are assigned to Judge Kevin Gross. The Debtors are seeking joint administration of their Chapter 11 cases. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor, Cousins Chipman and Brown, LLP as conflicts counsel, and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have also filed an application to retain Natalia Alexeeva as chief restructuring officer. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. MIG LLC: Greenberg Traurig Still Bankruptcy Counsel for New Case ---------------------------------------------------------------- MIG LLC, and affiliate ITC Cellular, LLC, seek approval from the bankruptcy court to employ Greenberg Traurig, LLP as bankruptcy counsel. Greenberg Traurig was originally retained by MIG, Inc., in April 2009 and was retained as counsel to the Debtor in the 2009 Chapter 11 case. Following the closing of the bankruptcy case, Greenberg Traurig was retained by MIG pursuant to an engagement letter dated Oct. 23, 2012. Since its retention, Greenberg Traurig has represented MIG in various matters. The Debtors have hired Greenberg Traurig as bankruptcy counsel in the new Chapter 11 case because of the firm's extensive experience with the Debtors' business. The current hourly rates applicable to the principal attorneys proposed to represent the Debtors are: Professional Hourly Rate ------------ ----------- Nancy A. Mitchell $995 Maria J. DiConza $875 Dennis A. Meloro $625 Matthew L. Hinker $560 Avi Fox $515 Zack A. Polidoro $325 Elizabeth Thomas $285 Other attorneys and paralegals will render services to the Debtors as needed. Their hourly rates are: Professional Hourly Rate ------------ ----------- Shareholders $270 to $1,000 Of Counsel $350 to $1,115 Associates $150 to $735 Legal Assistants/ Paralegals $95 to $360 In the year prior to the Petition Date, the firm received payments from the Debtors totaling $1.61 million. The firm holds a retainer in the amount of $1.4 million as of the bankruptcy filing. Ms Maria J. DiConza, a shareholder at the firm, attests that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LCC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on June 30, 2014. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. The cases are assigned to Judge Kevin Gross. The Debtors are seeking joint administration of their Chapter 11 cases. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor, Cousins Chipman and Brown, LLP as conflicts counsel, and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have also filed an application to retain Natalia Alexeeva as chief restructuring officer. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. MIG LLC: Asks Court to Approve Natalia Alexeeva as CRO ------------------------------------------------------ MIG LLC, and affiliate ITC Cellular, LLC, seek approval from the bankruptcy court of their employment of Natalia Alexeeva as chief restructuring officer. Ms. Alexeeva was first employed by the Debtors as associate general counsel in 2001. From 2005 through June 11, 2014, she served as general counsel, vice president and corporate secretary. On June 21, 2014, the Debtors entered into an engagement letter which appointed Ms. Alexeeva as chief restructuring officer. Mr. Alexeeva is an experienced professional with over twenty years of experience working as an attorney and in various management positions. Prior to joining the Debtors, Ms. Alexeeva was an associate at the law firm of Clifford Chance from 1992 through 1994, and an associate at the law firm of Patterson, Belknap, Webb & Tyler LLP from 1995 through 2001. As CRO, Ms. Alexeeva will, among other things, advice the board of directors on the formulation of strategy and alternatives for strategic transaction opportunities, and analyze possible or restructuring or liquidating plans for maximizing the value of the Debtors. Pursuant to the engagement letter, the Debtors agreed to pay Ms. Alexeeva a monthly fee of $40,000. She has received an advanced payment of the monthly fee for July. In addition, the Debtors agreed to reimburse Ms. Alexeeva for her reasonable out-of-pocket expenses. Although the retention of Ms. Alexeeva is not governed by 11 U.S.C. Sec. 327, the Debtors submit that Ms. Alexeeva is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About MIG LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG LLC and affiliate ITC Cellular, LCC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on June 30, 2014. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. The cases are assigned to Judge Kevin Gross. The Debtors are seeking joint administration of their Chapter 11 cases. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor, Cousins Chipman and Brown, LLP as conflicts counsel, and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have also filed an application to retain Natalia Alexeeva as chief restructuring officer. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case NO. 09-12118). It obtained approval of its reorganization plan in November 2010. MIG LLC: Proposes Rothschild as Financial Advisor ------------------------------------------------- MIG, LLC, and affiliate ITC Cellular, LLC, seek approval from the bankruptcy court to employ Rothschild Inc. as financial advisor and investment banker. The Debtors say that Rothschild has a substantial understanding of the Debtors' business from its involvement as financial advisor to the official committee of unsecured creditors in the prior chapter 11 case of predecessor, MIG Inc. The firm has also advised the Debtors since March 2013 on potential restructuring options. The Debtors tell the bankruptcy court that Rothschild will, among other things, assist the Debtors in conducting asale process or other disposition of the Debtors' equity interests in ITC Cellular, and negotiate a consensual restructuring among the Debtors and the secured noteholders. The Debtors have agreed to pay Rothschild this proposed compensation: * Monthly fee: $200,000 per month. * Completion Fee: $1.2 million upon closing of a transaction or confirmation and effectiveness of a plan, less $250,000 to be credited on account of prepetition monthly fees. * Retainer: $2 million to be applied against any monthly fees, completion fee or expenses that may become due or reimbursamble. * Expenses: Rotschild will be reimbursed for its reasonable expenses incurred in connection with the engagement. Within one year prior to the Petition Date, the Debtors paid the firm $526,000 in fees and expenses for services rendered. As of the Petition Date, the Debtors did not owe the firm for any fees or expenses incurred prepetition. To the best of the Debtors' knowledge, the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: ROTHSCHILD INC. Todd R. Snyder Executive Vice Chairman of North American GFA and Co-Chair of the North American Debt Advisory and Restructuring Group 1251 Avenue of the Americas New York, NY 10020 Tel: (212) 403-5246 Fax: (212) 403-5424 E-mail: todd.snyder@rothschild.com About MIG, LLC Formerly operating under the name "Metromedia International Group, Inc.," MIG LLC -- http://www.migllc-group.com/-- owned and operated and sold dozens of companies in diverse industries, including entertainment, photo finishing, garden equipment and sporting goods, until the late 1990s. In 1997 and 1998, MIG consummated the sale of substantially all of its U.S.-based entertainment assets and began focusing on expanding into emerging communications and media businesses. By 2005, all of MIG's operating businesses were located in the Republic of Georgia and operated through its subsidiaries. MIG, LLC and affiliate ITC Cellular, LCC, filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-11605) on June 30, 2014. As of the bankruptcy filing, MIG's sole valuable asset, beyond its existing cash, is its indirect interest in Magticom Ltd. Headquartered in Tbilisi, Georgia, Magticom is the leading mobile telephony operator in Georgia and is also the largest telephone operator in Georgia. Magticom serves 2.4 million subscribers with a network that covers 97% of the populated regions in Georgia. Magticom is owned by International Telcell Cellular, LLC, which is 46% owned by MIG unit ITC Cellular, 51% owned by Dr. George Jokhtaberidze, and 3% owned by Gemstone Management Ltd. The cases are assigned to Judge Kevin Gross. The Debtors are seeking joint administration of their Chapter 11 cases. The Debtors have tapped Greenberg Traurig LLP as counsel, Fox Rothschild Inc. as financial advisor, Cousins Chipman and Brown, LLP as conflicts counsel, and Prime Clerk LLC as claims and notice agent and administrative advisor. The Debtors have also filed an application to retain Natalia Alexeeva as chief restructuring officer. Formerly known as MIG, Inc., MIG was a debtor in a previous case (Bankr. D. Del. Case No. 09-12118). It obtained approval of its reorganization plan in November 2010. MMJV SAPPHIRE: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: MMJV Sapphire L.P. 4201 Wingren Drive, Suite 210 Irving, TX 75062 Case No.: 14-42706 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Northern District of Texas (Ft. Worth) Debtor's Counsel: Patrick Joseph Schurr, Esq. SCHEEF & STONE, L.L.P. 2601 Network Blvd., Suite 102 Frisco, TX 75034 Tel: (214) 472-2136 Fax: (214) 472-2150 Email: patrick.schurr@solidcounsel.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Gary Perkins, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. MORRIS BROWN: Two Buyers Purchase College for $14.5 Million ----------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Morris Brown College, an historically black college founded in 1881, is being sold to two buyers for $14.5 million. According to the report, Atlanta Development Authority is purchasing some of the land and facilities for $10.6 million, while Friendship Baptist Church is buying the remainder for $3.88 million. About Morris Brown College Morris Brown College, a black college founded in 1881, filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ga. Case No. 12-71188) on Aug. 25, 2012, in Atlanta to stop foreclosure on a $13 million mortgage. Morris Brown was denied accreditation from the Commission on Colleges of the Southern Association of Colleges and Schools in December 2002. Without its accreditation, Morris Brown College didn't qualify for federal funding. The Debtor estimated assets and liabilities of $10 million to $50 million as of the Chapter 11 filing. Morris Brown filed applications to employ Dilworth Paxson LLP as lead counsel; The Moore Law Group, LLC, as local counsel; and BDO USA, LLP as auditors. NAUTILUS HOLDINGS: Has Interim $550,000 DIP Loan Approval --------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York gave Nautilus Holdings Limited, et al., interim authority to borrow money up to an aggregate principal amount of $550,000 from non-bankrupt affiliate Synergy Management Services Limited as lender. Synergy has committed to provide $5 million upon final approval of the Debtors' request to tap postpetition financing. The DIP Loan will accrue at an annual interest rate of 3.25% per annum. Synergy will be granted a first priority security interest in and lien upon all tangible and intangible prepetition and postpetition property and assets of the Debtors and their estates and a junior security interest in and lien upon all assets of the Debtors that is subject to valid, perfected and unavoidable liens in existence immediately prior to the Petition Date. Judge Drain also gave the Debtors interim authority to use cash collateral securing their prepetition indebtedness through and including the week ending Aug. 1, 2014. The Debtors are parties to six secured loan agreements under which they owe approximately $770 million. The Final Hearing on the DIP and Cash Collateral Motions is scheduled for July 11, 2014 at 10:00 a.m. Objections are due July 3 and must be served upon, among others: (a) the U.S. Trustee for the Southern District of New York, (b) Skadden, Arps, Slate, Meagher & Flom LLP; and Frank A. Oswald, Esq. -- frankoswald@teamtogut.com -- and Brian F. Moore, Esq. -- bmoore@teamtogut.com -- at TOGUT, SEGAL & SEGAL LLP, in New York, as counsel to the DIP Lender. A full-text copy of the Interim DIP Order is available for free at http://bankrupt.com/misc/NAUTILUSdipord0625.pdf A full-text copy of the Interim Cash Collateral Order with Budget is available at: http://bankrupt.com/misc/NAUTILUScashcolord0625.pdf Nautilus Holdings No. 2 Limited and its subsidiaries filed bare- bones Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case No. 14-22884) in White Plains, New York, on June 23, 2014. The Hamilton, Bermuda-based company estimated $100 million to $500 million in assets and debt. Monrovia, Liberia-based Reminiscent Ventures S.A. owns 100% of the stock. Nautilus has tapped Skadden, Arps, Slate, Meagher & Flom LLP, in New York, as counsel, and AP Services, LLC, as financial advisor. NEW LIFE INT'L: Confirmation Hearing Set for Aug. 5 --------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that New Life International, a Nashville, Tennessee-based charitable organization, can solicit votes on a Chapter 11 plan to complete a liquidation begun in December after a bankruptcy judge in Nashville approved disclosure materials on June 20 explaining the revised plan. According to the report, voting concludes on July 25 and the confirmation hearing for approval of the plan is scheduled for Aug. 5. About New Life New Life International, a religious corporation originally incorporated under the name "World Bible Society", sought Chapter 11 bankruptcy protection (Bankr. M.D. Tenn. Case No. 13-bk-10974) in Nashville, Tennessee, on Dec. 31, 2013. The Debtor disclosed $44,651,301 in assets and $46,362,805 in liabilities as of the Chapter 11 filing. NLI's sources of revenue include donations of goods, money and other property, investment earnings, sale of Christian-themed merchandise and earnings from other real estate and operating entities. Other names used by the Debtor are the National Community Foundation, The New Life Group, and Band Angels. The Debtor has tapped Gullett Sanford Robinson & Martin, PLLC as attorneys and Kraft CPAs Turnaround & Restructuring Group, PLLC, as financial consultant. The U.S. Trustee for Region 8 appointed an official committee of unsecured creditors consisting of Robert T. Abbotts, Dorothy F. Mack, James D. Rice, Richard M. Taylor, and Sharon L. Upton-Rice. Bradley, Arant, Boult, Cumming LLP serves as counsel to the Committee. NORTHERN BERKSHIRE HEALTHCARE: Rival Bids for Assets Due July 24 ---------------------------------------------------------------- Harold B. Murphy, the Chapter 7 trustee of Northern Berkshire Healthcare, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Visiting Nurse and Hospice of Northern Berkshire, Inc., filed on May 30, 2014, a Motion (A) to Authorize Sale of Substantially All Assets by Private Sale Free And Clear of Liens, Claims And Interests; (B) to Authorize Trustee to Effectuate Asset Purchase Agreement; (C) to Authorize The Assumption And Assignment of Executory Contracts; and (D) For Related Relief with the United States Bankruptcy Court for the District of Massachusetts in the Debtors' bankruptcy cases jointly administered under Docket No. 14-30327. The Chapter 7 Trustee seeks to sell substantially all of the Debtors' assets to Berkshire Medical Center, Inc. by private sale for the sum of $4,000,000, and to assume and assign certain executory contracts to BMC. The Bankruptcy Court has entered an order establishing procedures for the submission of bids, the determination of qualified bids, consideration of the highest and best bid, objections to the Sale Motion, objections by counter-parties to the contracts to be assumed pursuant to the Sale Motion, and establishing a date for the hearing on the Sale Motion. Pursuant to Section 363 of the Bankruptcy Code, the Debtors' assets shall be sold free and clear of all liens, claims, encumbrances and interests, including consensual liens and security interests and liens or claims arising by operation of law, other than those liabilities expressly assumed in the asset purchase agreement that would govern the sale. Any and all such liens, claims, encumbrances and interests, other than those assumed under the APA, shall attach to the proceeds of sale of the Debtors' assets to the same extent and priority as existed prior to the sale. A hearing on the Sale Motion will be held on July 31, 2014 at 11:30 a.m. (EST) before the Honorable Henry J. Boroff, United States Bankruptcy Judge, United States Bankruptcy Court for the District of Massachusetts (Western Division) at the United States Bankruptcy Court, United States Courthouse, 300 State Street, Springfield, Massachusetts, 01105. The Sale Hearing shall be governed by the Massachusetts Local Bankruptcy Rules, including MLBR 9013-1(d), and the Bankruptcy Court may take evidence at any sale hearing to resolve issues of facts. Counterbids must be submitted by July 24, 2014 at 4:30 p.m. (EST). In the event that bids are submitted and an auction is necessary, such auction will take place at the Bankruptcy Court prior to the Sale Hearing. Any objection to the Sale Motion must be made in writing and filed with the Clerk of the Court, via the Bankruptcy Court's CM/ECF System (for registered users) or by mail by July 24, 2014 at 4:30 p.m. (EST) and served so that the objection is received on or before the Objection Deadline by: (a) counsel to the Trustee D. Ethan Jeffery, Esq. MURPHY & KING, PROFESSIONAL CORPORATION One Beacon Street Boston, MA 02108 (b) counsel for the proposed buyer Joseph Baldiga, Esq. Mirick O'Connell, Esq. DEMALLIE & LOUGEE, LLP 100 Front Street Worcester, MA 01608 (c) Stephen Meunier The Office of the United States Trustee 446 Main Street, 14th Floor Worcester, MA 01608 (d) counsel for Wells Fargo Bank, NA J. Mark Fisher, Esq. SCHIFF HARDIN LLP 233 South Wacker Drive, Suite 6600 In conjunction with the proposed sale, all patient medical records previously in the Debtors' possession will be transferred to BMC. Former patients of the Debtors may oppose the transfer of records to BMC by objecting to the Sale Motion. About Northern Berkshire Healthcare Northern Berkshire Healthcare, Inc., a non-profit healthcare corporation in northern Berkshire County, Massachusetts, filed for Chapter 7 bankruptcy on April 3, 2014, days after closing the North Adams Regional Hospital on March 28. The Board of Trustees cited a worsening financial status following Chapter 11 bankruptcy in 2011, financial restructuring and the closing of its psychiatric facility in January. Berkshire Medical Center has been apponted to resume operation of NARH's ER. NBH emerged from Chapter 11 bankruptcy proceedings in June 2012. NBH, together with affiliates, operated the North Adams Regional Hospital and a visiting nurse association and hospice in North Adams, Massachusetts. Northern Berkshire Healthcare, Inc., North Adams Regional Hospital, Inc., Visiting Nurse Association & Hospice of Northern Berkshire, Inc., Northern Berkshire Healthcare Physicians Group, Inc., and Northern Berkshire Realty, Inc., filed for Chapter 11 bankruptcy (Bankr. D. Mass. Case No. 11-31114) on June 13, 2011, to address their overleveraged balance sheet and effect a reorganization of their operations. On the same day, Northern Berkshire Community Services, Inc., filed a petition for Chapter 7 relief also in the District of Massachusetts bankruptcy court. Judge Henry J. Boroff presided over the Chapter 11 cases. He also oversees the Chapter 7 case. Steven T. Hoort, Esq., James A. Wright, III, Esq., Jonathan B. Lackow, Esq., and Matthew F. Burrows, Esq., at Ropes & Gray LLP, in Boston, Mass., served as bankruptcy counsel in the Chapter 11 cases. The Debtors' Financial Advisors were Carl Marks Advisory Group LLC. GCG Inc. served as claims and noticing agent. NBH disclosed $22,957,933 in assets and $53,379,652 in liabilities as of the Chapter 11 filing. The petition was signed by William F. Frado, Jr., president. William K. Harrington, the U.S. Trustee for Region 1, appointed five members to the official unsecured creditors' committee in the Debtors' cases. The Committee tapped Duane Morris LLP as its counsel. The Debtors obtained confirmation of their Chapter 11 plan on April 10, 2012. According to the Troubled Company Reporter on June 8, 2012, Northern Berkshire Healthcare said on June 5, 2012, it has emerged from Chapter 11 reorganization. PACIFIC STEEL: Speyside Equity Signs to Buy Assets for $11.3MM -------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Pacific Steel Casting Co. will sell its fourth- generation family-owned steel foundry for at least $11.3 million in cash plus assumption of specified liabilities to New York-based private-equity fund Speyside Equity LLC unless a better offer is made at auction. According to the report, PSC wants an auction and sale hearing on July 11. The company expects Speyside will offer jobs to the vast majority of PSC's employees, including union workers under the existing collective bargaining agreement, according to the company, the report related. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. PHARMACEUTICAL PRODUCT: S&P Retains 'B' CCR on $600MM Add-On ------------------------------------------------------------ Standard & Poor's Ratings Services said that its ratings on Research Triangle, N.C.-based contract research organization (CRO) Pharmaceutical Product Development LLC, including its 'B' corporate credit rating, are not affected by the company's announcement that it will issue an incremental $600 million of holding company PIK-election notes to fund a sponsor dividend. S&P's existing rating on this debt, which is issued by Jaguar Holding Co. I is, 'CCC+' with a '6' recovery rating. While the additional debt increases leverage to about 7.3x from just under 6x, this action is consistent with our expectation that sponsor ownership will shape an aggressive financial policy where debt capacity is used for shareholder reward. PPD's narrow business focus on the CRO marketplace, offset by its position as the second-largest player in an industry that is growing quickly and where scale confers significant advantages, are key factors underlying S&P's "fair" business risk profile assessment. While leverage should decline over time from EBITDA growth, S&P expects leverage to remain above 5x and funds from operations to total debt in the single digits, in part because S&P believes any debt capacity created by growing EBITDA will be used for further dividends. This supports S&P's view that PPD's financial risk profile is "highly leveraged". RATINGS LIST Pharmaceutical Product Development LLC Corporate Credit Rating B/Stable/-- Jaguar Holding Co. I $1.125B sr PIK toggle notes CCC+ Recovery rating 6 PLEASE TOUCH: S&P Lowers Rating on 2006 Revenue Bonds to 'D' ------------------------------------------------------------ Standard & Poor's Ratings Services has lowered its long-term rating to 'D' from 'CC' on the Please Touch Museum (PTM), Pa.'s series 2006 revenue bonds. "The 'D' rating reflects PTM's failure to pay full principal and accrued interest to bondholders following a Trustee notice of immediate acceleration of the bonds," said Standard & Poor's credit analyst Nick Waugh. Under the terms of the Indenture, if an Event of Default has not been cured within 10 days of written notice to the Museum, the Trustee may, and shall upon written request of the owners of 25% in principal amount of the bonds outstanding, declare the principal of all bonds then outstanding to be due and payable immediately. Events of default previously noted by the Trustee have not been cured, more than 10 days has passed since the events of default were shared with the Museum in Feb. 2014, and the Trustee has received written direction from the owners of a majority in principal amount of the bonds outstanding to accelerate the bonds under the Indenture. A notice of the continued defaults and a declaration that all principal and interest accrued are immediately due was posted on Electronic Municipal Market Access (EMMA) on June 10, 2014. PTM has approximately $58 million in principal outstanding. S&P understands that PTM has not made a payment in full since the notice of immediate acceleration, and it do not expect that the museum will make a payment in full because it lacks sufficient assets to pay full principal and accrued interest. The lack of full payment following the immediate acceleration, and S&P's expectation that the museum will not make a full payment in the near term led to the 'D' rating. On Sept. 20, 2013, S&P lowered the rating to 'CC' with a negative outlook following PTM's failure to make the scheduled Sept. 1, 2013, bond payment to the Trustee, which led the Trustee to use the debt service reserve (DSR) to pay bondholders. S&P believed that PTM's decision to not make the debt service payment from available resources on Sept 1, 2013, reflected management's unwillingness to make full and timely payments of future debt service, despite the presence of available resources. S&P's belief in Sept. 2013 that PTM would ultimately default on its obligation led to the revision to the 'CC' rating, which reflected S&P's expectation of a future default, regardless of the timing of the default. The Trustee gave notice of various events of default under the bond documents to the Museum in Feb. 2014 and demanded a cure at that time. PTM failed to make the required debt service payment on March 1, 2014, which again forced the Trustee to use funds from the DSR to pay bondholders. According to the Trustee, the DSR currently holds about $1.8 million, and the Trustee-held collateral fund holds $3.6 million. The combination of these funds is sufficient to make the $2.16 million principal and interest payment due on Aug. 1, 2014. In addition, the Museum had about $11 million in cash and marketable securities as of Sept. 30, 2013. However, the combination of these funds is not adequate to pay the $58 million in outstanding principal. PORTER MILL: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Porter Mill Road Properties, LLC aka Waller Landing Waller/Airport/Richardson Farms Hebron, MD 19808 Case No.: 14-20549 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court District of Maryland (Baltimore) Judge: Hon. Duncan W. Keir Debtor's Counsel: Morgan William Fisher, Esq. LAW OFFICES OF MORGAN FISCHER LLC 172 West St. Annapolis, MD 21401 Tel: 410-626-6111 Fax: 410-267-8072 Email: bk@morganfisherlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Richard DeVincentis, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. PR WIRELESS: Moody's Hikes CFR to Caa1 & rates $190MM Debt Caa1 --------------------------------------------------------------- Moody's Investors Service upgraded PR Wireless, Inc's corporate family rating to Caa1 from Caa3. At the same time, Moody's assigned Caa1 rating to the $190million senior secured credit facilities. The credit facilities consist of a $10 million revolving credit due 2019 and a $180 million term loan due 2020. The proceeds will be used to repay existing debt. The ratings outlook was changed to stable from negative. Upgrades: Issuer: PR Wireless, Inc. Probability of Default Rating, Upgraded to Caa1-PD from Caa3-PD Corporate Family Rating, Upgraded to Caa1 from Caa3 Assignments: Issuer: PR Wireless, Inc. Senior Secured Bank Credit Facility, Assigned Caa1 Senior Secured Bank Credit Facility, Assigned Caa1 Outlook Actions: Issuer: PR Wireless, Inc. Outlook, Changed To Stable From Negative Withdrawals: Issuer: PR Wireless, Inc. Senior Secured Bank Credit Facility Matured Jun 4, 2014, Now Withdrawn , previously rated Caa3, LGD3, 44 % Senior Secured Bank Credit Facility Jun 4, 2016, Withdrawn , previously rated Caa3, LGD3, 44 % Ratings Rationale The upgrade was prompted by PR Wireless' improved liquidity and debt profile following the issuance of the new USD 190 million secured notes, to be used to refinance its USD 200 million term loan due 2016. "Pro-forma for the refinancing, the company will have only USD 2.9 million in debt maturing during the next two years, which positively compares to the former USD 24 million. In addition, the new facility includes a USD 10 mn revolving facility expiring in 2019 that can be withdrawn to alleviate any liquidity shortage. Despite the improvements, liquidity position remains tight. PR Wireless posted negative free cash flow of USD 12 mn as of December 31, 2013, despite a sharp reduction in capital expenditures to USD 7 mn in 2013 from USD 31 mn in 2012. Going forward Moody's expect free cash flow to remain negative", said Gabriel Vigueras, a Vice President - Senior Analyst at Moody's. PR Wireless' Caa1 ratings reflect its small operating scale and market share, estimated by the company at 9%, when compared with larger and better funded competitors namely AT&T Inc. (A3, RUR) and America Movil (A2, stable). Going forward, Moody's estimate competition to remain intense or increase even further, especially as major carriers work to expand their service offerings in the country. Accordingly, the rating incorporates expectations of pressured operating performance, as a consequence of the need for higher handset subsidies, as well as of other operating costs in a weak economic environment in Puerto Rico. PR Wireless' focus on the prepaid market, where it has an estimated 27% market share, also put some pressure in its churn rates. While the company is moving towards the low churn postpaid business, the presence of large and better funded competitors, coupled with the sluggish economy in Puerto Rico, constraints its ability to execute strategy. The stable outlook reflects Moody's expectations that the company will be able to slightly improve its EBITDA generation and to maintain an adequate liquidity for the next twelve to eighteen months. The ratings could be downgraded if PR Wireless' liquidity deteriorates of if the company is not able to post increasing revenues and margins, at least marginally. In addition, shareholder payouts or debt-funded business expansion that depress free cash flow would adversely impact the ratings. Considering PR Wireless' weak liquidity position and the high competitive environment where it operates, a ratings upgrade is unlikely in the near term. Over the medium to longer term, positive pressure could result from a strengthening in the company's competitive position, such as that it proves able to increase revenues and margins on a consistent basis, as well as improve cash flow generation. Quantitatively, an upgrade would require an interest coverage measured by adjusted (EBITDA-Capex) over interest expense above 1.5x and adjusted debt/EBITDA below 4 times. The principal methodology used in this rating was Global Telecommunications Industry published in December 2010. PR Wireless, Inc. ("PR Wireless", brand name Open Mobile) is a wireless service provider in Puerto Rico offering 3G services and 4G starting in August 2012. It is owned by the holding company PR Wireless, LLC (incorporated in Delaware, U.S.), which, in turn, is owned by M/C Venture Partners (35%), Columbia Capital (35%) and Leap Wireless (18%), among others. PR Wireless began operations in June 2007 after the bankruptcy and reorganization of its predecessor entity, MoviStar, Inc. With approximately 9% subscriber market share as of December 2013, the company generated revenues of USD 159 million and adjusted EBITDA of USD 45 million in the last twelve months ended December 31, 2013. PRICHARD, AL: Cleared to Leave Bankruptcy After Five Years ---------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that a judge cleared the 23,000-resident city of Prichard, Ala., to end its five-year-old bankruptcy by moving forward on a plan that cuts pension payments for its workers and retirees and ends its pension system altogether. According to the report, Bankruptcy Judge William Shulman confirmed the city's plan during a hearing on July 1. Prior to that approval, city leaders said that the southern Alabama city's economy has improved, leading its tax revenue to grow, and that a new truck stop scheduled to open next year could increase sales tax revenue even more, the report cited R. Scott Williams, the city's bankruptcy lawyer, as saying. About Prichard, Alabama The city of Prichard, Alabama, a suburb of Mobile, filed for municipal reorganization on Oct. 27, 2009, its second time in eight years. The Chapter 9 petition in Mobile says that assets and debt both exceed $10 million. In September 2010, the Bankruptcy Court dismissed Prichard's petition after finding that the city lacked the capacity, under Alabama law, to file the petition. The city filed for bankruptcy after retirees stopped receiving pension checks. Prichard said it was having a "substantial under- funded pension obligation." Prichard has a population of 25,000. QUIZNOS: Completes Financial Restructuring, Exits Chapter 11 ------------------------------------------------------------ Quiznos, a premier quick-service restaurant chain and pioneer of the toasted sub, on July 1 disclosed that it has successfully completed its financial restructuring and emerged from Chapter 11. "[Tues]day marks the start of a new chapter for our Company," said Stuart K. Mathis, Quiznos Chief Executive Officer. "With our financial restructuring behind us, we now have a stronger foundation to execute our comprehensive plan to strengthen performance, revitalize the Quiznos brand and reinforce its promise as a fresh, high-quality and great-tasting alternative to traditional fast food offerings. We sincerely appreciate the support of our franchisees, employees and vendors, who enabled us to continue providing Quiznos customers with high-quality menu offerings and superior service throughout this process." Mr. Mathis continued, "As we move ahead, we look forward to taking additional action to help increase sales and profitability for our franchise owners." As previously announced, Quiznos' Plan of Reorganization was confirmed by the U.S. Bankruptcy Court in Wilmington, Delaware on May 12, 2014. 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. RED LOBSTER: Moody's Assigns B3 CFR & Rates New $425MM Loans B3 --------------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Red Lobster Management, LLC's proposed $50 million guaranteed senior secured revolving credit facility and $375 million guaranteed senior secured term loan. A B3 Corporate Family rating, B3-PD Probability of Default Rating and stable rating outlook were also assigned. This is a first time ratings assignment to Red Lobster Management, LLC. Moody's ratings are subject to the receipt and review of final documentation. New Ratings Assigned: Corporate Family Rating at B3 Probability of Default Ratings at B3-PD $50 million guaranteed senior secured revolver due 2019 at B3 (LGD4) $375 million guaranteed senior secured term loan due 2021 at B3 (LGD4) Ratings Rationale The B3 Corporate Family Rating reflects Red Lobster's weak and declining operating performance, high pro forma lease-adjusted debt/EBITDA of about 6.0 times, and the challenge surrounding Golden Gate's ability to turn the company's performance around. Positive rating consideration is given to Golden Gate's experience with respect to buying and addressing under-performing restaurant and other consumer related companies, along with the company's pro forma liquidity profile that includes $125 million of unrestricted cash and a $50 million undrawn revolver. The stable outlook reflects Red Lobster's pro forma fixed charge coverage of about 1.5 times, a level typically associated with a 'mid-B' Corporate Family Rating, according to Moody's Global Restaurant Methodology. The pro forma fixed-charge coverage ratio is based on about $23 million of interest related to the funded debt portion of the transaction along with one-third of the annual lease payment, about $53 million. Proceeds from the proposed credit facilities along with a minimum of $200 million of cash common equity contributed by Golden Gate Capital Management ("Golden Gate") will be used to fund a portion the acquisition of the Red Lobster brand and operations from Darden Restaurants, Inc. (Baa3 on review for downgrade). Golden Gate is also representing that it will fund enough cash common equity to ensure $125 million of pro forma cash on the balance sheet. The transaction is scheduled to close within Red Lobsters first fiscal quarter of 2015. In a separate but related transaction, the substantial majority of the physical real estate assets of Red Lobster will be sold by Darden to American Realty Capital Properties, Inc. (Baa3 stable), a real estate investment trust. Red Lobster will simultaneously enter into master lease agreements with American Realty where it will agree to make lease payments related to the master lease of about $125 million annually to American Realty in exchange for use of the real estate. The estimated present value of these lease payment is about $1 billion arrived at using an eight times multiple of the annual master lease payment. The B3 rating assigned to the credit facilities, the same as Red Lobster's Corporate Family Rating, considers that these credit facilities represent the entire funded debt portion of the company's pro forma balance sheet, and a majority of the company's pro forma debt capital structure including operating leases which have an annual lease payment obligation of about $35 million. The operating leases are separate and distinct from the master leases. While the operating leases provide some credit support to Red Lobster's funded debt -- although not enough to notch the rating on the credit facilities above the Corporate Family Rating -- Moody's does not consider the master lease payments as a form of credit support for LGD purposes. In a master lease, the rejection of one lease requires the rejection of all leases. As a result, the benefit of being able to reject individual leases -- typically considered a form of credit support to more senior funded debt -- is not available to Red Lobster. Red Lobster's creditors are incentivized to maintain the master lease as it is their primary asset. The B3-PD Probability of Default Rating considers the "covenant- lite" characteristics of this transaction. The credit facilities are expected to included a first-lien leverage ratio, the level of which has not yet been determined. However, that covenant only takes effect if/when the revolver amount outstanding plus swing loans and letters of credit exceed 30% of the $50 million revolver limit. At this time, Moody's is not aware of any other financial covenants being considered. Additionally, it is Moody's understanding that there will be a provision in the credit agreement that states any default in lease obligations would trigger a default in the credit agreement, but only if the leases in default are categorized as capital leases (not yet determined) and total more than $25 million. Ratings could be lowered if it appears that the turnaround strategy employed by Red Lobster's new owner will not result in a stabilization of the company's operating results. Ratings could also be lowered if there is a default on any portion of the master lease. A higher rating would require evidence of turnaround including the ability to achieve and maintain lease-adjusted debt/EBITDA below 5.0 times and fixed-charge coverage above 1.75 times. While rating improvement is possible over the longer-term, the amount of rating improvement is limited by the fact that Red Lobster will be owned by a private equity sponsor whose interests may come ahead of creditors. Red Lobster owns and operates 705 Red Lobster seafood restaurants throughout North America. The company has agreed to be purchased by Golden Gate Capital, a private equity sponsor, and has been operating as a division of Darden. Red Lobster generates about $2.5 billion of annual revenue. The principal methodology used in this rating was Global Restaurant Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. RICEBRAN TECHNOLOGIES: Hal Mintz Holds 7.3% Equity Stake -------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Hal Mintz and his affiliates disclosed that as of June 20, 2014, they beneficially owned 575,000 shares of common stock of RiceBran Technologies representing 7.31 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at http://is.gd/QvjD99 About RiceBran Scottsdale, Ariz.-based RiceBran Technologies, a California corporation, is a human food ingredient and animal nutrition company focused on the procurement, bio-refining and marketing of numerous products derived from rice bran. RiceBran Technologies reported a net loss of $17.64 million on $35.05 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $11.13 million on $37.72 million of revenues for the year ended Dec. 31, 2012. As of March 31, 2014, the Company had $52.66 million in total assets, $40.78 million in total liabilities, $6.42 million in temporary equity and $5.44 million in total equity attributable to the Company shareholders. BDO USA, LLP, in Phoenix, Arizona, 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 resulting in an accumulated deficit of $219 million at Dec. 31, 2013. This factor among other things, raises substantial doubt about its ability to continue as a going concern. RODGERS AND RODGERS: Case Summary & 14 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Rodgers and Rodgers Enterprises,LLC PO box 3601 Post Oak New orleans, LA 70131 Case No.: 14-11715 Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Eastern District of Louisiana (New Orleans) Judge: Hon. Jerry A. Brown Debtor's Counsel: John B. Donnes, III, Esq. LAW OFFICE OF JOHN B. DONNES, III 855 Baronne Street, Suite 2 New Orleans, LA 70113 Tel: (504) 264-5933 Email: johndonnes@att.net Estimated Assets: not indicated Estimated Liabilities: not indicated The petition was signed by Lorenzo Rodgers, member. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/laeb14-11715.pdf SAN ANGELO COLTS: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: San Angelo Colts Baseball Club, LLC 5915 Swiss Avenue Dallas, TX 75214 Case No.: 14-33199 Chapter 11 Petition Date: July 1, 2014 Court: United States Bankruptcy Court Northern District of Texas (Dallas) Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. 12770 Coit Rd., Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by John Bryant, manager. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txnb14-33199.pdf SPECIALTY HOSPITAL: Silver Point Has Authority to Buy Assets ------------------------------------------------------------ Judge S. Martin Teel, Jr., of the U.S. Bankruptcy Court for the District of Columbia authorized Specialty Hospital of Washington LLC and its debtor affiliates to sell substantially all of their assets to DCA Acquisitions, LLC, which is an affiliate of Silver Point Capital LLC. The Debtors and its DIP Lender, DCA Acquisitions, LLC, has a stalking horse purchase agreement under which the DIP Lender agreed to purchase the the Debtors' assets for: (a) a $15 million DIP loan term facility to be credit-bid by the Purchaser at closing; plus (b) the assumption of certain liabilities; plus (c) an amount not to exceed $200,000 to conduct the orderly wind-down or dismissal of the bankruptcy cases following the sale contemplated by the Transaction; plus (d) at the discretion of the stalking horse purchaser, an amount up to $10,000,000 of the BB&T Debt. No Other Bids The Silver Point affiliate emerged to have the best offer after the Debtors cancelled the June 23 auction of its assets because no competing bids were filed by the June 20 submission deadline. Thus, stalking horse bidder and DIP lender, DCA Acquisitions, LLC, has been named the successful bidder for the assets and no auction was conducted. As reported in the June 12, 2014 edition of the Troubled Company Reporter, the stalking horse purchase agreement the Debtor negotiated with DCA Acquisitions provides that the DIP Lender agreed to purchase the the Debtor's assets for (i) a $15 million DIP loan term facility to be credit-bid by the Purchaser at closing; plus (ii) the assumption of certain liabilities; plus (iii) an amount not to exceed $200,000 to conduct the orderly wind-down or dismissal of the bankruptcy cases following the sale contemplated by the Transaction; plus (iv) at the discretion of the stalking horse purchaser, an amount up to $10,000,000 of the Branch Banking and Trust Company Debt. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Patrick Potter, Esq., Jerry Hall, Esq., Dania Slim, Esq., of Pillsbury Winthrop Shaw Pittman LLP's Washington, D.C. unit as well as Andrew M. Troop, Esq., of the firm's New York unit. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants serves as noticing agent. Suzanne Koenig was appointed as patient care ombudsman to the Debtors. She is represented by Polsinelli PC. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. Wiley Rein LP represents the Committee. The U.S. Trustee also has appointed Suzanne Koenig as Patient Care Ombudsman in the Debtors' cases. SPECIALTY HOSPITAL: Petitioning Creditors Withdraw Trustee Motion ----------------------------------------------------------------- Capitol Hill Group and a group of creditors stipulated with Specialty Hospital of Washington, LLC, et al., for the withdrawal of the Petitioning Creditors' emergency request for appointment of a Chapter 11 Trustee in the Debtors' cases. As previously reported by The Troubled Company Reporter, the Debtor filed papers with the Court opposing the Trustee Motion, arguing that the Motion may be abandoned as a prompt sale of the Debtor's assets has been put in place. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Patrick Potter, Esq., Jerry Hall, Esq., Dania Slim, Esq., of Pillsbury Winthrop Shaw Pittman LLP's Washington, D.C. unit as well as Andrew M. Troop, Esq., of the firm's New York unit. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants serves as noticing agent. Suzanne Koenig was appointed as patient care ombudsman to the Debtors. She is represented by Polsinelli PC. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. Wiley Rein LP represents the Committee. The U.S. Trustee also has appointed Suzanne Koenig as Patient Care Ombudsman in the Debtors' cases. SPECIALTY HOSPITAL: Gets Final Court OK on $15-Mil. DIP Loan ------------------------------------------------------------ Specialty Hospital of Washington, LLC, et al., obtained an order granting them final authority to borrow up to $15 million from DCA Acquisitions, LLC, in accordance with an approved budget. A copy of a 13-week cash flow budget ending Aug. 15, 2014 is available at: http://bankrupt.com/misc/SPECIALTYHOSP_13wkCFforecast.pdf All of the DIP Loan Obligations are allowed superpriority administrative expense claims in the Debtors' cases. As security for the payment of the DIP Loan Obligations, the DIP Lenders are granted senior, perfected priming liens on, and security interests in, all of the DIP Collateral, subject only to a carve-out. The Carve-out is an amount allotted for (i) the payment of US Trustee fees, (ii) the payment of Court-approved fees and expenses of bankruptcy professionals, and (iii) an amount of up to $250,000 for payment of professional fees incurred from and after the occurrence of an Event of Default under the DIP Loan. The Debtors are also authorized to use cash collateral for their daily operating costs. DCA Reacts to Objections Before the Court entered its ruling, the Official Committee of Unsecured Creditors filed an objection to the final approval of the DIP Loan. DCA noted that the Committee Objection appears to be a demand for DCA to fund more money for estate professionals in a matter where unsecured creditors are, in all likelihood, deeply out of the money, and to preserve surcharge rights vis-a-vis the BB&T Debt. DCA argued that the Committee failed to appreciate that through an approved DIP Budget, DCA has agreed to fund about $4.6 million for estate professionals during the cases. The Committee, DCA pointed out, however does not challenge the Debtor's need for the DIP Loan to fund operating losses. DCA thus called for the denial of the Committee Objection. About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. Specialty Hospital of America estimated between $10 million and $50 million in assets and between $50 million and $100 million in liabilities in its bankruptcy petition. The Debtors are represented by Patrick Potter, Esq., Jerry Hall, Esq., Dania Slim, Esq., of Pillsbury Winthrop Shaw Pittman LLP's Washington, D.C. unit as well as Andrew M. Troop, Esq., of the firm's New York unit. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtors' financial advisor. Cain Brothers & Company, LLC, is the Debtors' investment banker. Kurtzman Carson Consultants serves as noticing agent. Suzanne Koenig was appointed as patient care ombudsman to the Debtors. She is represented by Polsinelli PC. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. Wiley Rein LP represents the Committee. The U.S. Trustee also has appointed Suzanne Koenig as Patient Care Ombudsman in the Debtors' cases. SS&C TECHNOLOGIES: Moody's Hikes Corporate Family Rating to Ba2 --------------------------------------------------------------- Moody's Investors Service upgraded SS&C Technologies, Inc.'s corporate family rating ("CFR") to Ba2 from Ba3 and probability of default rating ("PDR") to Ba3-PD from B1-PD. Concurrently, the senior secured credit facility ratings at SS&C and its indirect wholly-owned subsidiary, SS&C Technologies Holdings Europe S.a.r.l. ("SS&C Sarl"), were also upgraded to Ba2 from Ba3. The rating outlook is stable and the speculative grade liquidity rating remains unchanged at SGL-1. The ratings upgrade reflects SS&C's steady improvements in revenue, EBITDA and free cash flow generation since the 2012 GlobeOp and PORTIA acquisitions ("2012 acquisitions"), as well as the company's subsequent application of excess cash flows towards funded debt repayment. Leverage on a debt to EBITDA basis (Moody's adjusted) has declined to about 2.7 times (for LTM March 2014) from about 5.2 times (pro forma at the time of the 2012 acquisitions). SS&C's revenue base has grown to about $725 million (LTM March 2014) from about $635 million for FY 2011 (pro forma for 2012 acquisitions) as a result of healthy organic growth rates within the company's core business segments. From an overall industry perspective, growth in alternative assets under administration, the increasing complexity of securities products, increased regulatory requirements and investor demand for transparency, as well as a higher propensity of investment and asset management firms to outsource mid and back office operations, support Moody's expectations that SS&C will be able to sustain the improvement in its operating performance. The following ratings were upgraded: Issuer: SS&C Technologies, Inc. Corporate Family Rating to Ba2 from Ba3 Probability of Default Rating to Ba3-PD from B1-PD $100 million Senior Secured Revolving Credit Facility due 2017 to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%) $485 million (outstanding) Senior Secured Term Loan B-1 due 2019 to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%) Issuer: SS&C Technologies Holdings Europe S.a.r.l. $202 million (outstanding) Senior Secured Term Loan A-2 due 2017 to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%) $50 million (outstanding) Senior Secured Term Loan B-2 due 2019 to Ba2 (LGD3, 33%) from Ba3 (LGD3, 34%) There was no change to the following: Issuer: SS&C Technologies, Inc. Speculative Grade Liquidity Rating at SGL-1 Outlook: Maintained at Stable Ratings Rationale SS&C's Ba2 Corporate Family Rating ("CFR") reflects the company's solid market position in the hedge fund administration services market and its enhanced scale following the 2012 acquisitions of GlobeOp and PORTIA. The company's rating is supported by leverage on a debt to EBITDA basis (Moody's adjusted) of about 2.7 times as of the LTM period ended March 31, 2014, as well as the company's demonstrated ability and willingness to reduce funded debt after leveraging events. SS&C's credit profile benefits from the favorable free cash flow characteristics of its business model, as demonstrated by its high levels of contractual, recurring revenues (92% of total LTM revenue as of Q1 2014) and maintenance customer retention rates ( greater than 90% for core enterprise products), along with low capital expenditure requirements. Furthermore, SS&C's ratings are also supported by the high switching costs of its services, as well as deep domain expertise in the financial services sector (gained by providing software enabled outsourcing services), which the company leverages for developing/improving proprietary software, in order to anticipate and meet increasingly complex client requirements. However, the Ba2 rating also incorporates the company's tolerance for high financial leverage and its acquisitive growth strategy. As a result, over a longer term horizon, Moody's expect deleveraging trends to be punctuated by opportunistic debt- financed acquisitions. The Ba2 rating further reflects SS&C's business risks arising from its dependence and focus on the financial services sector, as well as high revenue concentration in the volatile hedge fund segment of the financial services industry, in addition to an intensely competitive industry environment. The stable ratings outlook is based on our expectations that SS&C will continue to generate solid operating performance, maintain a very good liquidity profile and sustain its currently strong free cash flow to total debt levels. The rating anticipates that future leverage improvements might be interrupted by moderately sized debt funded acquisitions. Though unlikely over the near term, SS&C's ratings could be upgraded if the company continues to demonstrate strong organic revenue and earnings growth trends, such that they result in a substantial improvement in the size and scale of the company. A ratings upgrade would also require the company to consistently generate strong free cash flow, and sustain total debt-to-EBITDA leverage below 2.5 times, after accommodating moderate size acquisitions. Moody's could raise SS&C's ratings if management demonstrates a commitment to balanced financial policies and maintains very good liquidity. Moody's could downgrade SS&C's ratings if weak business execution or increasing competition leads to erosion in EBITDA margins and free cash flow declines to below 15% of total debt for an extended period of time. The ratings could also be downgraded if SS&C's total debt-to-EBITDA leverage sustains above 3.5 times, on an other than temporary basis. In addition, increase in debt to drive shareholder returns or consummate large-sized or transformative acquisitions could potentially trigger a ratings downgrade. The principal methodology used in this rating was the Global Business & Consumer Service Industry Rating Methodology published in October 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. On July 1, 2013 and March 10, 2014, Moody's Investors Service assigned Ba3, LGD3 - 34% ratings to two senior secured term loan bank credit facilities (CUSIP s 78466DAP9 and 78466DAQ7 respectively). Due to an internal administrative error, these ratings were assigned under SS&C Technologies, Inc. Moody's has corrected its ratings database to reflect the correct issuer name as SS&C Technologies Holdings Europe S.a.r.l. Headquartered in Windsor, CT, SS&C provides software products and software-enabled services mainly to customers in the institutional asset management, alternative investment management and financial institutions vertical markets. SS&C reported revenues of about $725 million for the LTM period ended March 31, 2014. THELEN LLP: "Hourly Fee Matters" Are Not Bankrupt Firm's Assets --------------------------------------------------------------- The United States Court of Appeals for the Second Circuit has asked the Court of Appeals of New York two questions relating to "whether, for purposes of administering [a] . . . related bankruptcy, New York law treats a dissolved law firm's pending hourly fee matters as its property" In a July 1, 2014 Opinion by Judge Susan Phillips Read -- in which Chief Judge Jonathan Lippman and Judges Victoria A. Graffeo, Robert S. Smith, Eugene F. Pigott Jr., Jenny Rivera and Sheila Abdus-Salaam concur -- the New York Appeals Court held that pending hourly fee matters are not partnership "property" or "unfinished business" within the meaning of New York's Partnership Law. A law firm does not own a client or an engagement, and is only entitled to be paid for services actually rendered. A copy of the Opinion is available at http://is.gd/YC8a1yfrom Leagle.com. In re Thelen LLP On October 28, 2008, the partners of the law firm Thelen LLP voted to dissolve the firm, which was insolvent. In carrying out the dissolution, Thelen's partners adopted the Fourth Amended and Restated Limited Liability Partnership Agreement and a written Plan of Dissolution. The Fourth Partnership Agreement provided that it was governed by California law and, unlike its predecessor agreements, included an "Unfinished Business Waiver" referred to as a "Jewel Waiver," after Jewel v Boxer (156 Cal.App.3d 171 [Cal Ct App 1984]), the intermediate appellate court case that inspired it. Applying the Uniform Partnership Act (UPA), the Jewel court held that, absent an agreement to the contrary, profits derived from a law firm's unfinished business are owed to the former partners in proportion to their partnership interests. Following Thelen's dissolution, Thelen partners joined Seyfarth Shaw LLP -- 10 in its New York office and one in California. The former Thelen partners transferred unfinished matters to Seyfarth, which billed clients for their services. On September 18, 2009, Thelen filed a voluntary petition for relief under Chapter 7 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of New York. After his appointment as the Chapter 7 trustee of Thelen's bankruptcy estate, Yann Geron commenced an adversary proceeding against Seyfarth in the United States District Court for the Southern District of New York. Geron sought to avoid the "Unfinished Business Waiver" as a constructive fraudulent transfer under 11 U.S.C. Sections 544 and 548(a)(1)(B) and California state law, and to recover the value of Thelen's unfinished business for the benefit of the estate's creditors. On the assumption that pending hourly matters were among a law firm's assets, Geron argued that Thelen's partners fraudulently transferred those assets to individual partners without consideration when they adopted the "Unfinished Business Waiver" on the eve of dissolution. Seyfarth moved for judgment on the pleadings, arguing that New York rather than California law defined whether it received any "property interest." In a decision dated September 4, 2012, the District Court Judge first agreed with Seyfarth that New York law governed. He then concluded that under New York law, the "unfinished business doctrine" does not apply to a dissolving law firm's pending hourly fee matters, and that a partnership does not retain any property interest in such matters upon the firm's dissolution. In the Judge's view, to rule otherwise would "conflict[] with New York's strong public policy in favor of client autonomy and attorney mobility"; and "result in an unjust windfall for the Thelen estate, as 'compensating a former partner out of that fee would reduce the compensation of the attorneys performing the work'". The Judge granted Seyfarth's motion for judgment on the pleadings. The Judge sua sponte certified his order for interlocutory appeal. By decision dated November 15, 2013, the Second Circuit agreed with the District Court that New York law governed the parties' dispute, and asked the New York Appeals Court to answer two unresolved questions of New York law regarding the applicability and scope of the "unfinished business doctrine"; specifically: "Under New York law, is a client matter that is billed on an hourly basis the property of a law firm, such that, upon dissolution and in related bankruptcy proceedings, the law firm is entitled to the profit earned on such matters as the 'unfinished business' of the firm? "If so, how does New York law define a 'client matter' for purposes of the unfinished business doctrine and what proportion of the profit derived from an ongoing hourly matter may the new law firm retain?" In re Coudert Brothers LLP On August 16, 2005, the law firm Coudert Brothers LLP dissolved in accordance with the terms of its partnership agreement. That same day, the equity partners adopted a "Special Authorization," whereby the equity partners authorized "the Executive Board . . . to take such actions as it may deem necessary and appropriate, including, without limitation, the granting of waivers, notwithstanding any provisions to the contrary in the Partnership Agreement . . ., in order to: "a. . . . sell all or substantially all of the assets of . . . the Firm to other firms or service providers, in order to maximize the value of the Firm's assets and business; "b. wind down the business of the Firm with a view to continuing the provision of legal services to clients and the orderly transition of client matters to other firms or service providers, in order to maximize the value of the Firm's assets and business to the extent practicable." Coudert partners were subsequently hired by several different firms. As of the date of the firm's dissolution, there remained between Coudert and its clients partly performed contracts for the provision of legal services. When former Coudert partners joined other firms, those firms were retained by Coudert's former clients to conclude these unfinished legal matters. The client matters were completed by the new firms on an hourly basis, with only two exceptions. In September 2006, Coudert filed for protection from its creditors pursuant to Chapter 11 of the Bankruptcy Code. Developmental Specialists, Inc., as administrator of Coudert's bankruptcy estate, brought 13 separate adversary proceedings against the firms that had hired the former Coudert partners. These lawsuits were premised on the unfinished business doctrine. DSI argued that the defendant firms were liable to Coudert for any profits derived from completing the client matters that the former Coudert partners brought to those firms. The firms moved for summary judgment, arguing that the unfinished business doctrine did not apply to matters billed on an hourly basis. DSI cross-moved for a declaration that the unfinished client matters were Coudert's property on the day it dissolved. In a decision dated May 24, 2012, the District Court denied the firms' motion for summary judgment and granted DSI's cross-motion. Upon the District Court's certification, the law firms appealed. By order dated December 2, 2013, the Second Circuit certified the same two questions asked in Thelen. About Coudert Brothers Coudert Brothers LLP was an international law firm specializing in complex cross-border transactions and dispute resolution. The firm had operations in Australia and China. Coudert filed for Chapter 11 protection (Bankr. S.D.N.Y. Case No. 06-12226) on Sept. 22, 2006. John E. Jureller, Jr., Esq., and Tracy L. Klestadt, Esq., at Klestadt & Winters, LLP, represented the Debtor in its restructuring efforts. Brian F. Moore, Esq., and David J. Adler, Esq., at McCarter & English, LLP, represented the Official Committee of Unsecured Creditors. Coudert scheduled total assets of $30.0 million and total debts of $18.3 million as of the Petition Date. The Bankruptcy Court in August 2008 signed an order confirming Coudert's chapter 11 plan. The Plan contemplated on paying 39% to unsecured creditors with $26 million in claims. Coudert has been succeeded by Development Specialists, Inc. in its capacity as Plan Administrator under the confirmed chapter 11 plan. About Thelen LLP Thelen LLP, formerly known as Thelen Reid Brown Raysman & Steiner -- http://thelen.com/-- is a bi-coastal American law firm in process of dissolution. It was formed as a product between two mergers between California and New York-based law firms, mostly recently in 2006. Its headcount peaked at roughly 600 attorneys in 2006, and had 500 early in 2008, with offices in eight cities in the United States, England and China. In October 2008, Thelen's remaining partners voted to dissolve the firm. As reported by the Troubled Company Reporter on Sept. 22, 2009, Thelen LLP filed for Chapter 7 protection. The filing was expected due to the timing of a writ of attachment filed by one of Thelen's landlords, entitling the landlord to $25 million of the Company's assets. The landlord won approval for that writ in June 2009, but Thelen could void the writ by filing for bankruptcy within 90 days of that court ruling. Thelen, according to AM Law Daily, has repaid most of its debt to its lending banks. TRANS ENERGY: Presented at GHS 100 Energy Conference ---------------------------------------------------- Trans Energy, Inc., presented at the GHS 100 Energy Conference being held at the JW Marriott Hotel in Chicago, Illinois, on June 25, 2014. Speaking on behalf of Trans Energy was Stephen P. Lucado, Chairman of the Board. The presentation focused on the Company's development efforts in the Marcellus Shale, specifically in Marion, Marshall, and Wetzel counties in Northern West Virginia. The presentation covered these topics: * General information about Trans Energy, Inc. * Discussion of drilling results * Production history and future drilling plans * Wet gas economics * Reserves * Debt financing - Credit Agreement * Other information A copy of the presentation being used at the Conference is available for free at http://is.gd/k0A2Uv About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. The Company's balance sheet at March 31, 2014, showed $94.21 million in total assets, $103.56 million in total liabilities and a $9.34 million total stockholders' deficit. TRANS-LUX CORP: Retop Buys $2 Million Worth of Common Shares ------------------------------------------------------------ Trans-Lux Corporation entered into a Securities Purchase Agreement with Retop Industrial (Hong Kong) Limited on June 27, 2014, pursuant to which Retop purchased 333,333 shares of the Company's common stock, par value $.001 per share, for a purchase price of $2,000,000. The SPA requires that the proceeds of the Purchase are to be utilized solely in connection with the Company's LED display business unit, including for working capital and general corporate purposes related thereto. The issuance of the Common Stock was completed in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933, as amended. In connection with the SPA, the Company has issued warrants to purchase 33,333 shares of the Company's Common Stock to Retop at an exercise price of $8.00 per share. The issuance of the warrants was completed in accordance with the exemption provided by Section 4(2) of the Securities Act of 1933, as amended. A full-text copy of the Securities Purchase Agreement is available for free at: http://is.gd/dgAU04 On June 27, 2014, the Board of Directors appointed Yaozhong Shi as a Class B member of the Board of Directors of the Company, thereby filling the vacancy left by the departure of Jean Firstenberg, to serve until the Annual Meeting of Stockholders in 2016, or until his successor is duly elected and qualified. Mr. Shi is the Chairman of Retop. 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. As of March 31, 2014, the Company had $18.48 million in total assets, $17.24 million in total liabilities and $1.23 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. TREEHOUSE FOODS: Moody's Puts 'B2' CFR on Review for Downgrade -------------------------------------------------------------- Moody's Investors Service placed the credit ratings of TreeHouse Foods, Inc. under review for downgrade following the company's announcement that it has entered into an agreement with private equity firm Gryphon Investors and other shareholders to acquire Flagstone Foods, Inc. for approximately $860 million. The ratings under review include the Ba2 Corporate Family Rating ("CFR"), the Ba2-PD Probability of Default Rating ("PDR"), the Ba2 senior unsecured instrument rating and the (P)Ba2 shelf rating. Moody's affirmed the company's Speculative Grade Liquidity rating at SGL-2. TreeHouse plans to finance the cash transaction initially through a combination of $535 million of borrowings under the company's revolving credit facility and a secondary offering of approximately $325 million worth of TreeHouse common shares. Based on these assumptions, Moody's estimates that the transaction would cause proforma debt/EBITDA, after Moody's adjustments, to rise above 4xfrom about 3.5x currently. Subject to customary closing conditions, the company plans to close the transaction in the third quarter of 2014. Rating Rationale The review for downgrade is based on Moody's concern that the proposed Flagstone acquisition could cause TreeHouse's leverage to remain above tolerable levels for the Ba2 rating category (about 3x debt/EBITDA) for an extended amount of time, and that liquidity cushion will deteriorate under the company's existing $900 million revolving credit facility. In addition, given that the $860 million acquisition of Flagstone would be the largest in TreeHouse's history, coming on the heels of the $154 million acquisition of private label food maker Protenergy Natural Foods in late May, the challenges of integrating two large acquisitions at the same time could be significant. TreeHouse plans to use the Flagstone business as a private-label gateway from center of store staples to perimeter-located healthy snacks, following consumers' buying trends. Flagstone currently generates most of its sales through shelf-stable private label products found in the center aisles of grocery stores; however, its smaller but faster-growing perimeter business has been the key driver of Flagstone's 24% annual sales growth reported over the past three years. "While Moody's believe that Flagstone has demonstrated significant growth opportunities for private label snacks on the perimeter of the store, the challenge of shifting from its legacy center aisle focus appears to be a more complex strategy than TreeHouse's more straight-forward private label strategy," commented Brian Weddington, a Moody's Senior Credit Officer. Moody's review will focus on the final terms of the transaction financing, TreeHouse's operating strategy for Flagstone, and how long it would likely take the company to restore credit metrics to pre-acquisition levels. Moody's does not anticipate that the notching of the senior unsecured notes relative to the CFR will change based on the proposed financing structure, although loss given default estimates could be subject to change depending on the final capital structure. Moody's has taken the following rating actions on TreeHouse Foods, Inc.: Ratings under review for downgrade: Corporate Family Rating at Ba2; Probability of Default Rating at Ba2-PD; $400 million 4.875% senior unsecured notes due 2022 at Ba2, LGD4; Senior Unsecured Shelf at (P)Ba2. Ratings affirmed: Speculative Grade Liquidity Rating at SGL-2. TreeHouse Foods, Inc. is a leading private label food manufacturer servicing primarily the retail grocery and foodservice distribution channels. Its key product categories include: non- dairy powdered creamers and sweeteners; condensed, ready-to-serve and powdered soups; salad dressings and sauces; powdered drink mixes; single-serve hot beverages; specialty teas; hot and cold cereals; macaroni and cheese; skillet dinners and other value- added side dishes and salads; salsa and Mexican sauces; jams and pie fillings; pickle-related products; aseptic sauces, and liquid non-dairy creamers. Sales for the twelve months period ended March 31, 2014 were approximately $2.4 billion. Flagstone Foods, Based in St. Paul, Minnesota, was formed by private equity firm Gryphon Investors in November 2010 through a combination of two private label food companies: Ann's House of Nuts, a trail mix and nuts company, and American Importing Co., a maker of dried fruit snacks. The company's revenues were approximately $700 million in 2013. The principal methodology used in this rating was the Global Packaged Goods published in June 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. VUZIX CORP: Stockholders Elected Five Directors ----------------------------------------------- Vuzix Corporation held its annual meeting of stockholders at the Doubletree Hotel at 1111 Jefferson Road, Rochester, New York, on June 24, 2014, at which the stockholders: (1) elected Paul J. Travers, Grant Russell, William Lee, Alexander Ruckdaeschel and Michael Scott as directors to serve until the 2015 annual meeting of stockholders or until their successors have been elected and qualified; (2) ratified the board of directors' appointment of EFP Rotenberg, LLP, as the Company's independent registered public accounting firm for 2014; (3) ratified the amendment to the Company's Amended and Restated Articles to reduce the number of authorized common shares from 700,000,000 to 100,000,000 shares, with no proportional adjustment in the par value of those shares, which will remain $0.001 per share; and (4) ratified Vuzix Corporation' 2014 Equity Incentive Plan. On June 30, 2014, Vuzix Corporation filed a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State. About Vuzix Corporation Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. As of March 31, 2014, the Company had $2.99 million in total assets, $11.95 million in total liabilities and a $8.96 million in total stockholders' equity. "The Company's independent registered public accounting firm's report issued on our consolidated financial statements for the years ended December 31, 2013 and 2012 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company's ability to continue as a going concern, including continued operating losses and the potential inability to pay currently due debts. The net operating loss for the first quarter of 2014 was $993,150. The Company has incurred a net loss from continuing operations consistently over the last 2 years. The Company incurred annual net losses from its continuing operations of $10,146,228 in 2013 and $4,747,387 in 2012, and has an accumulated deficit of $34,780,626 as of March 31, 2014. The Company's ongoing losses have had a significant negative impact on the Company's financial position and liquidity. As at March 31, 2014 the Company had a working capital deficit of $1,836,319," the Company said in its quarterly report for the period ended March 31, 2014. VISCOUNT SYSTEMS: Issues 20.417 Series A Conv. Preferred Shares --------------------------------------------------------------- Viscount Systems, Inc., issued a total of 20.417 Series A Convertible Redeemable Preferred Stock, par value $0.001 per share, to the outstanding holders of A Shares as dividend payments on the A Shares for the period ended June 30, 2014. The A Shares issued are subject to the conversion and dividend rights as set forth in the Certificate of Designation, Preferences and Rights of the Series A Convertible Redeemable Preferred Stock dated June 5, 2012, as amended Oct. 17, 2012, and March 21, 2014. About Viscount Systems Burnaby, Canada-based Viscount Systems, Inc., is a manufacturer, developer and service provider of access control security products. The Company's bank credit facility was suspended on December 30, 2011 due to the bank's assessment of the Company's financial position. Management has determined that the Company will need to raise a minimum of C$500,000 by way of new debt or equity financing to continue normal operations for the next twelve months. Management has been actively seeking new investors and developing customer relationships, however a financing arrangement has not yet completed. Short-term loan financing is anticipated from related parties, however there is no certainty that loans will be available when required. These factors raise substantial doubt about the ability of the Company to continue operations as a going concern. Dale Matheson Carr-Hilton LaBonte LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has an accumulated deficit of C$11.67 million for the year ended Dec. 31, 2013. The Company requires additional funds to meet its obligations and the costs of its operations. The Company reported a net loss of C$3.08 million on C$4.13 million of sales in 2013, compared with a net loss of C$2.68 million on C$3.6 million of sales in 2012. The Company's balance sheet at March 31, 2014, showed C$3.08 million in total assets, C$8.17 million in total liabilities and a C$5.08 million total stockholders' deficit. WAFERGEN BIO-SYSTEMS: Effects a Reverse Common Stock Split ---------------------------------------------------------- WaferGen Bio-systems, Inc., announced a 1-for-10 reverse stock split of its outstanding common stock. The Company completed the reverse stock split as it seeks to list its common stock on the NASDAQ Capital Market. The reverse stock split became effective at 1:01 p.m. Pacific Time on June 30, 2014. WaferGen's common stock will begin trading on a split adjusted basis on the OTCBB when the market opens on July 1, 2014. The common stock will have a new CUSIP number, 93041P 308, and will trade for 20 days under the temporary trading symbol, "WGBSD," with the "D" added to signify that the reverse stock split has occurred. As a result of the reverse stock split, every ten shares of issued WaferGen common stock will be combined into one issued and outstanding share of common stock without any change in the par value of the shares. In lieu of issuing fractional shares in connection with the reverse stock split, the company will round fractional shares up to the next whole share. Proportionate voting rights and other rights of common stockholders will not be affected by the reverse stock split. The reverse stock split reduced the number of issued and outstanding shares of WaferGen common stock from approximately 9.3 million to approximately 930,000. The reverse stock split did not change the authorized number of shares of common stock or preferred stock of the company or the par value of the company's common stock or preferred stock, but it did result in a proportionate adjustment to the per share exercise price and the number of common shares issuable upon the exercise of outstanding warrants and stock options, and the number of shares of common stock eligible for issuance under the company's 2008 Stock Incentive Plan. Stockholders approved the reverse split at the 2014 WaferGen Annual Meeting held on May 29, 2014. "As part of our plan to list on the NASDAQ, we are pleased with the implementation of the reverse stock split which was required to satisfy certain listing requirements," commented Ivan Trifunovich, president and chief executive officer of WaferGen. "In addition, we believe this reverse split could make our common stock more attractive to a broader range of institutional and other investors." Stockholders who hold their shares in brokerage accounts or "street name" will not be required to take any action to effect the exchange of their shares. Holders of share certificates will receive instructions from the Company's transfer agent, Continental Stock Transfer & Trust Company, regarding the process for exchanging their shares. Continental Stock Transfer & Trust Company can be reached at (917) 262-2378. About WaferGen Bio-systems Fremont, California-based WaferGen Bio-systems, Inc., engages in the development of systems for gene expression quantification, genotyping and stem cell research. Since 2008, the Company's primary focus has been on the development, manufacture and marketing of its SmartChip System, a genetic analysis platform used for profiling and validating molecular biomarkers in the life sciences and pharmaceutical drug discovery industries. WaferGen reported a net loss attributable to common stockholders of $17.71 million in 2013, following a net loss attributable to common stockholders of $8.97 million in 2012. The Company's balance sheet at March 31, 2014, showed $11.75 million in total assets, $9.33 million in total liabilities and $2.42 million in total stockholders' equity. SingerLewak LLP, in San Jose, California, issued a "going concern" qualification on the consoliated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred operating losses and negative cash flows from operating activities since inception which raise substantial doubt about the Company's ability to continue as a going concern. WEST CORP: Completes Private Offering of $1-Bil. Senior Notes ------------------------------------------------------------- West Corporation, a provider of technology-enabled communication services, on July 1 announced the successful completion of its previously announced private offering of $1 billion in aggregate principal amount of 5.375% senior notes due 2022. Proceeds of the Notes, together with cash on hand, will be utilized to repurchase and/or redeem all of the Company's outstanding $500 million in aggregate principal amount of 8.625% Senior Notes due 2018, up to $200 million aggregate principal amount of its $650 million in aggregate principal amount of 7.875% Senior Notes due 2019 and repay a portion of its Senior Secured Term Loan Facility due 2018. The Company also announced it has closed on an amendment to the credit agreement governing its senior secured credit facilities, which, among other things, establishes commitments for a new, five-year delayed draw term loan A facility in an aggregate principal amount of $350 million (the "TLA"), which is available to be drawn in a single borrowing on or before December 31, 2014. The rate on the TLA is LIBOR plus 2.25% (subject to step-downs based upon leverage). The Company expects to borrow under the TLA and use the proceeds therefrom, together with cash on hand and/or proceeds of revolving loans, later this year to redeem the remaining amount of its 2019 Notes. In addition, in connection with the amendment, the Company has replaced its current revolving credit facility with a new $300 million five-year revolving credit facility. The rate on the revolving credit facility is LIBOR plus 2.25% (subject to step- downs based upon leverage). About West Corporation Founded in 1986 and headquartered in Omaha, Nebraska, West Corporation -- http://www.west.com/-- provides outsourced communication solutions to many of the world's largest companies, organizations and government agencies. West Corporation has a team of 41,000 employees based in North America, Europe and Asia. West Corp posted net income of $143.20 million in 2013, as compared with net income of $125.54 million in 2012. The Company's balance sheet at March 31, 2014, showed $3.54 billion in total assets, $4.25 billion in total liabilities and a $709.40 million total stockholders' deficit. Bankruptcy Warning "If we cannot make scheduled payments on our debt, we will be in default, and as a result: * our debt holders could declare all outstanding principal and interest to be due and payable; * the lenders under our Senior Secured Credit Facilities could terminate their commitments to lend us money and foreclose against the assets securing our borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its quarterly report for the period ended March 31, 2014. * * * As reported by the TCR on June 21, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Omaha, Neb.-based business process outsourcer West Corp. to 'BB-' from 'B+'. The upgrade reflects Standard & Poor's view that lower debt leverage and a less aggressive financial policy will strengthen the company's financial profile. In the April 4, 2013, edition of the TCR, Moody's Investor Service upgraded West Corporation's Corporate Family Rating to B1 from B2. "The CFR upgrade to B1 reflects West's shift to a more conservative capital structure and financial policies as a publicly owned company," stated Moody's analyst Suzanne Wingo. WILTON BRANDS: Moody's Lowers Corp. Family Rating to 'Caa2' ----------------------------------------------------------- Moody's Investors Service downgraded Wilton Brands LLC's Corporate Family Rating ("CFR") to Caa2 from Caa1 and Probability of Default Rating ("PDR") to Caa2-PD from Caa1-PD. Concurrently, Moody's affirmed the senior secured term loan at B3. The rating outlook is negative. The downgrade of the CFR to Caa2 reflects Moody's increasing concern regarding Wilton's capital structure sustainability and escalating possibility of a near term debt default or restructuring -- particularly of the unrated term loan issued by its parent Wilton Sub Holdings Inc. ("Holdco") -- in light of its weak operating performance and eroded liquidity. Moody's took the following rating actions: Corporate Family Rating, downgraded to Caa2 from Caa1; Probability of Default Rating, downgraded to Caa2-PD from Caa1-PD; and Senior secured term loan, affirmed at B3, LGD3 Ratings Rationale Wilton's Caa2 CFR reflects the continued significant challenges of turning around the company's negative revenue trend, which is being driven by a sharp decline in the paper crafting category that accounts for roughly 20% of total revenue, and softness in other product segments. Moody's believes the discretionary nature of Wilton's main products against the backdrop of still soft consumer confidence, its presence in a generally declining paper crafting category partly due to consumer preference shift toward other competing categories as well as the threat from private label products will persist, exerting negative revenue pressure over the next year. The Caa2 CFR also incorporates the increasing possibility of a debt restructuring or interest payment default on the Holdco term loan given the company's very high debt-to-EBITDA leverage above 8.0x and very weak EBIT-to-interest coverage of less than 0.5x. The term loan issued by the parent company carries substantial PIK (paid-in-kind) and cash interest that will likely more than offset the reduction in the first lien term loan and continue to increase Wilton's consolidated total debt balance. In addition, Wilton's ability to fund restricted payments to fund the cash interest on the Holdco's term loan is governed by a maximum leverage ratio test. Further operating performance deterioration could result in the inability to fund the Holdco's term loan interest payment if the leverage test is breached. The negative rating outlook reflects the severity of the recent earnings decline, and Moody's concern that earnings stabilization or improvement is unlikely in the second half of 2014 and beyond, which is needed to stem further deterioration in credit metrics. The outlook also contemplates the possibility of an interest payment default or restructuring of the Holdco debt should operating performance erode further. Ratings could be downgraded if operating results further deteriorate, or there is an increased probability of a potential payment default or restructuring of the Holdco debt. An upgrade is unlikely in the near term given the high leverage and weak operating performance. Over time, if the company is able to stabilize revenue, grow operating profit and cash flow significantly, leading to a lower debt-to-EBITDA sustained below 7.0x and EBIT-to-interest expense greater than 1.0x, a positive rating action could be considered. Headquartered in Woodridge, Illinois, Wilton Brands LLC. ("Wilton") is a leading provider of a wide range of consumer products including specialty food and paper crafts and specialty housewares. Reported revenue was approximately $655 million for the twelve months ended March 31, 2014. TowerBrook Capital Partners has been the company's controlling equity sponsor since October 2009. The principal methodology used in this rating was the Global Packaged Goods published in Jun 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. UNICOI WATER: S&P Affirms and Removes 'BB' Rating on Watch Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed and removed its 'BB' rating on Unicoi Water Utility District, Tenn.'s series 2010 waterworks revenue refunding and improvement bonds from CreditWatch with negative implications. The outlook is negative. "The negative outlook reflects our view of management's decision to use its debt service reserve fund money to make the July 1, 2014 debt service payment, which will leave the fund below the required level," said Standard & Poor's credit analyst Todd Spence. "The negative outlook also reflects our expectation that debt service coverage for the fiscal year ending Sept. 30, 2014 will be below 1.0x," Mr. Spence added. Unicoi County ('A+' underlying rating or SPUR), with a population estimate of 18,410, is just south of Washington County. The county seat of Erwin is only about 10 miles from Johnson City along Interstate 26, providing easy access throughout the Johnson City metropolitan statistical area. UNITY BUILDERS: Selling Undeveloped Calgary Lot; Bids Due July 25 ----------------------------------------------------------------- Unity Builders Group of Companies, which is under creditor protecton pursuant to Canada's Companies' Creditors Arrangement Act Proceedings, is soliciting offers for a 1.08-acre undeveloped land site at Origins at Cranston development in Calgary, Alberta. Offers are due noon time, MDT, on July 25, 2014. For sale information, a detailed description of the land or to view the site, contact: Nate Tchaplia ERNST & YOUNG INC. Monitor Suite 1100, King Street West Toronto, ON M5H 3T4 Tel: 416-932-6199 E-mail: nate.tchaplia@ca.ey.com In a May 2012 report, Dina O'Meara, writing for Calgary Herald, said real estate developer Unity Builders Group has been granted creditor protection after betting too heavily on luxury homes and condos in Alberta and the United States. The Calgary-based business, known for its Greenboro brand among others, is $180 million in debt to lending agencies and banks, with almost 10 per cent of that amount owed to trades, according to an affidavit filed by company founder Robert Friesen. Ernst & Young has been appointed by the CCAA court as monitor. UNIVERSAL CORP: Fitch Affirms 'BB' Preferred Stock Rating --------------------------------------------------------- Fitch Ratings has affirmed Universal Corporation's Issuer Default Rating (IDR) at 'BBB-'. The ratings apply to approximately $419 million of total debt (granting 100% equity credit for Universal's convertible perpetual preferred shares) presently outstanding. The Rating Outlook is Stable. KEY RATING DRIVERS -- Universal, like other agricultural suppliers, is subject to vagaries of the marketplace with the company contending with uncertainties pertaining to weather conditions, crop yields and quality, supply conditions in the industry, and changes to government tobacco policies. Unexpectedly high tobacco prices in Brazil pressured margins during fiscal 2014 contributing to EBITDA margin compression of 280 basis points to 8.5%. An anticipated oversupply situation and a more stable pricing environment will lower raw material costs in the current fiscal year and boost margins closer to a historical average, in Fitch's estimation. -- Unadjusted debt leverage (total debt to EBITDA) fluctuates with short-term borrowing needed to fund vacillating working capital requirements, specifically tobacco inventories. Universal reduced the debt level by almost $80 million keeping gross leverage for the year ending March 31, 2014 at 1.9 times (x) as earnings were depressed by higher tobacco leaf costs, unfavorable foreign currency effects, and a tough comparison to fiscal 2013 that benefited from higher sales of carryover and uncommitted inventories. Fitch sees Universal's gross leverage generally falling below 2.0x and funds from operations (FFO) adjusted leverage below 3.0x. -- Universal's external sources of liquidity act as strength while internal cash flow generation fluctuates due to inherent unpredictability of tobacco pricing that creates volatility in working capital usage. At the end of fiscal 2014, the company had full capacity under its $450 million revolving bank agreements and $342 million of unused uncommitted lines of credit, which Fitch considers a weaker form of support. Access to sufficient liquidity in order to address variable working capital needs is a key credit consideration. -- Universal's product offering is diversified across key varieties of tobacco - flue-cured, burley, oriental and dark air- cured - as well as geographically. In addition, the company entered new marketplaces over the past year via establishing a partnership in liquid nicotine and a creating a new subsidiary focused on food ingredients. While not meaningfully contributing to overall profitability over the rating horizon, the new businesses provide an entryway into adjacent markets with promising growth potential. RATING SENSITIVITIES Future developments individually or collectively, that may lead to negative rating action include: Fitch is comfortable with Universal operating with gross debt leverage around 2.0x at the current rating. However, rating pressure will arise if EBITDA compression and/or a stubbornly higher debt load lead to sustained unadjusted leverage exceeding 2.5x. A prolonged meaningful decrease in profitability may stem from an unexpected fall in demand arising from a loss of key customers, cigarette manufacturer vertical integration, or an unexpected significant secular decline. Lack of FFO coverage of capital spending and dividends, such that meaningful incremental debt funding becomes necessary would also pressure the rating. Future developments individually or collectively, that may lead to positive rating action include: Fitch sees no positive rating action over the intermediate term; however, Fitch will favorably view a commitment to operate with total debt leverage below 1.5x, coupled with consistent cash flow generation for multiple years such that FFO margin stays around 10%. In addition, materially increased diversification of the portfolio with the ability to maintain EBITDA margins at 12% is a credit positive. Leading Global Position in Tobacco Leaf Industry Universal has the leading position in tobacco leaf procurement, and some modest diversification of its business portfolio. The company is diversified among the varieties of tobacco leaf offered as well as across key tobacco growing geographies. Globally, Universal competes with many smaller suppliers that can offer lower-priced goods due to lower overhead from a lesser commitment to agronomy services, which are a competitive strength for Universal and its main rival, Alliance One International, Inc. The two tobacco suppliers control approximately 60% of the global supply for tobacco leaf and essentially overlap in major tobacco marketplaces. Universal estimates that it handles 35%-45% of annual production in Africa, 15%-25% of Brazil, and 25%-35% of flue-cured and burley tobacco output in North America. The shared market concentration has brought additional supply/demand stability as the market peaks and valleys of tobacco leaf supply have lessened over time. Variable Tobacco Leaf Pricing Influences Profitability Universal, like other tobacco leaf suppliers, is subject to high business risk stemming from agronomic pricing affected by uncertainties including weather conditions, crop yields and quality, supply conditions in the industry, and changes to government tobacco policies. In fiscal 2014, earnings fell $58 million year-over-year from higher tobacco leaf costs, unfavorable foreign currency effects, and a tough comparison to fiscal 2013 that benefited from higher sales of carryover and uncommitted inventories. While Fitch had already anticipated a rough year, operating income of $178 million and EBITDA of $217 million were well below nominal levels of approximately $200 million and $240 million, respectively. Fitch sees margins rebounding in fiscal 2015 to historical levels as prices should moderate from an oversupply of tobacco leaf in the marketplace, mainly from the U.S. and Europe manufacturers adjusting inventory purchasing to match a decline in cigarette sales in the regions. Fitch believes that pricing will offset stable to declining volume during the year. As such, Fitch expects overall flue-cured and burley leaf margins (including North America) to expand in fiscal 2015 as Universal realizes the benefits of more rational raw material pricing. In addition, the Brazilian leaf market may prove to be more stable this fiscal year, which should contribute to overall EBITDA margin improvement to more than 9%. Working Capital Needs Fluctuate Higher priced tobacco leaf also drives increased leverage from increased short-term borrowings, while pressuring cash flows. As such, free cash flow (FCF) can jump from positive to negative almost annually. FCF was negative $81.2 million in fiscal 2014, compared to $172.5 million in fiscal 2013, as greater tobacco inventories increased working capital usage at year-end. Working capital swung to a cash use of $164 million in fiscal 2014 from a source of $12 million in fiscal 2013. The higher tobacco inventories at the end of the past fiscal year should benefit cash flow upon sale throughout fiscal 2015. Nonetheless, Fitch expects Universal to generate negative FCF in fiscal 2015 for a second consecutive year primarily driven by increased capital spending to $80 million for continued expansion in Africa and construction of a new manufacturing plant for Carolina Innovative Food Ingredients. Commitment to Investment Grade Demonstrated With Debt Reduction Universal reduced total debt by nearly $80 million to maintain consistent leverage while earnings were depressed in fiscal 2014. Universal kept gross leverage (total debt to EBITDA) and FFO adjusted leverage for the year ending March 31, 2014 at 1.9 times (x) and 2.8x, respectively, which were below Fitch's expectations. The debt level of $419 million includes 100% equity granted to $213 million in convertible preferred stock per Fitch's hybrid security criteria. Fitch sees a relatively steady debt load coupled with higher earnings yielding gross leverage under 2.0x in fiscal 2015. Additionally, FFO adjusted leverage will fall around 3.0x in most years. Universal's upcoming long-term debt maturities are manageable given the company's current sources of liquidity and access to the capital markets. The company's sole maturity over the next three years is $100 million in 6.25% unsecured medium-term notes maturing in December 2014. Fitch anticipates Universal to refinance the long-term debt maturities. Tobacco Industry Concentration Drives Customer Dependence A constant threat to leaf tobacco suppliers' operational performance is the possibility that the typically concentrated customer base expands vertical integration efforts, essentially bypassing the suppliers' expertise by negotiating directly with growers. Universal's top five customers - Philip Morris International, Imperial Tobacco, British American Tobacco, China Tobacco International, and Japan Tobacco -- represented more than 60% of revenues over the last four years. Universal counters the concern through its long-standing relationships with the multitude of tobacco leaf producers. The company maintains and enhances its ties with farmers through experienced local management teams that include more than 800 agronomists and technicians who serve as crop advisors, assisting and training tobacco farmers on all aspects of compliant leaf production. Manufacturers, on the other hand, generally prefer to negotiate with tobacco suppliers rather than dealing with large numbers of farmers in the growing regions around the world. Solid External Liquidity Backstops Internal Cash Flow Volatility Universal's external sources of liquidity are strength while internal cash flow generation fluctuates due to inherent unpredictability of tobacco leaf pricing. The company had full capacity under its $450 million revolving bank agreement maturing in November 2016 and $342 million of unused uncommitted lines of credit at the end of fiscal 2014. Fitch recognizes the additional liquidity support from uncommitted lines of credit fully backstopped by available capacity under the revolving credit facility; however, Fitch does consider the uncommitted lines to be a weaker form of support. Modest liquidity support also comes from the company's committed inventory levels that typically represent 80% of total inventory. Access to sufficient liquidity in order to address variable working capital needs is a key credit consideration. Fitch anticipates no meaningful changes to dividend policy or share repurchase activity over the ratings horizon. Universal has modestly increased dividends for decades and repurchased minimal amounts of common shares over the past years. Last year, the company paid dividends of $46.7 million (not including the $15 million convertible perpetual preferred stock dividend) and had net share repurchases of $13.7 million. Future dividend increases and share buy backs that are not supported by sustained operating income increases or are outside of historical norms, would be concerning. Fitch affirms Universal's rating with a Stable Outlook as follows: -- Issuer Default Rating (IDR) at 'BBB-'; -- Senior unsecured credit facility at 'BBB-'; -- Senior unsecured notes at 'BBB-'; -- Convertible perpetual preferred stock at 'BB'. * Corinthian Colleges, ITT Educational Face Government Sanctions ---------------------------------------------------------------- Michael Calia and Stephanie Gleason, writing for The Wall Street Journal, reported that ITT Educational Services Inc., a big operator of for-profit schools, warned it could face restricted funding from the U.S. government for failing to file timely financial reports. According to the report, ITT, which had 57,000 students as of March, said it might be subject to heightened scrutiny and loss of federal funding because it missed a June 30 deadline to file its 2013 financial statement and a compliance audit with the Department of Education. The news comes as rival Corinthian Colleges Inc. -- which warned last month it was on the brink of collapse -- works toward an agreement with the U.S. government to facilitate the sale or winding down of its campuses, the report related. * Kelley Drye & Warren Appoints New Partners & Special Counsel -------------------------------------------------------------- Kelley Drye & Warren LLP has elected Wayne J. D'Angelo, Pamela D. Kaplan, Dean E. Loventhal, Matthew C. Luzadder, and Clyde Tinnen to partner and has promoted Hajir Ardebili, Evan Barnes, Daniel S. Blynn, Martin Krolewski, Myra C. Mormile-Wolper, Dustin J. Painter and Damon W. Suden to special counsel, effective July 1, 2014. Wayne J. D'Angelo is a partner in the Washington, D.C. office and counsels clients on environmental, energy and occupational safety and health matters. While Mr. D'Angelo has experience in all aspects of environmental and energy law, he is mainly focused on energy extraction, conventional and non-conventional fuels, hydraulic fracturing, greenhouse gas regulation, endangered species issues, and stationary and mobile sources issues under the Clean Air Act. Mr. D'Angelo has extensive experience representing numerous heavily regulated industrial clients through all aspects of the federal rulemaking process, including, where necessary, litigation. Mr. D'Angelo was named as a Rising Star by Law360 in the area of Environmental Law, 2013-2014, and he was recognized by Super Lawyers as a Washington D.C. Rising Star, 2014. Mr. D'Angelo received his J.D. from the George Mason University School of Law, and his B.A. from the University of Scranton. He is a member of the District of Columbia and New Jersey State Bars. Pamela D. Kaplan is a partner in the New York office. She focuses her practice on employee benefits, executive compensation and the Employee Retirement Income Security Act (ERISA). Ms. Kaplan regularly advises Fortune 100 companies on benefits and compensation issues, including benefits issues related to corporate acquisitions and divestitures. She also provides ongoing benefits counsel to several of the largest not-for-profit health providers in the New York metropolitan area. Ms. Kaplan received her J.D. from New York Law School in 1983, her LL.M. from the New York University School of Law in 1989, and her B.A. from SUNY ? Binghamton in 1980. She is a member of the New York State Bar. Dean E. Loventhal is a partner in the New York and Parsippany offices. His practice involves all types of commercial real estate transactions, including acquisitions, dispositions, joint ventures and financings relating to all different types of real estate assets throughout the United States. Mr. Loventhal has extensive experience in the area of real estate finance and the capital markets in representing investment banks and other institutional lenders in connection with the origination of commercial mortgage loans, mezzanine loans and related products, as well as the restructuring and work out of troubled loans and foreclosure. Mr. Loventhal also has particular experience representing owners and investors in the development, operation and financing of long-term U.S. Government-leased properties. Mr. Loventhal received his J.D. from the Fordham University School of Law in 2001, and his B.S. from the University of Maryland in 1998. He is a member of the New York and New Jersey State Bars. Matthew C. Luzadder is a partner in the Chicago office. He focuses his practice on labor and employment matters, white-collar crime and internal investigations, and commercial litigation, and he regularly represents and advises construction, consulting, technology, private equity and financial services companies. Mr. Luzadder is a Certified Anti-Money Laundering Specialist(R) (CAMS) as certified by the Association of Certified Anti-Money Laundering Specialists. A regular columnist for the Chicago Daily Law Bulletin, he authors articles related to litigation, anti- money laundering and counter-terrorism financing, and internal investigations. Mr. Luzadder has been recognized as a 2014 Client Service All-Star by BTI Consulting. He also is an active member of the Better Government Association's Young Professionals Board, where he has helped organize its annual comedy event for the past three years. Mr. Luzadder received his J.D. from the Indiana University Maurer School of Law ? Bloomington in 2004, and his B.A.J. from Indiana University in 2001. He is a member of the Illinois and Florida State Bars, as well as a non-practicing solicitor in England and Wales. Clyde Tinnen is a partner in the Chicago and Stamford offices. He focuses his practice on corporate law matters, including finance and securities law, banking, and mergers and acquisitions. He has represented public and private corporations in various industries, ranging in size from startup enterprises to Fortune 100 companies. His past clients include large financial institutions, investors and corporations in securities transactions including initial public offerings and private placements, syndicated loans, acquisition financings, capital leases, leveraged buyouts, bridge loans, asset-based loans and other types of complex and traditional financing transactions. He also advises clients on general corporate governance and '34 Act disclosure matters. Mr. Tinnen received his J.D. from the Columbia University Law School in 2006, his M.B.A. from the University of Connecticut School of Business in 2001, and his B.A. from the College of William and Mary in 1993. He is a member of the Connecticut, Illinois, New York and Wisconsin State Bars. Hajir Ardebili is special counsel in the Los Angeles office. Mr. Ardebili has extensive trial experience in a range of practice areas, including complex business cases, entertainment litigation, intellectual property matters, real estate disputes and First Amendment litigation. He has been selected to the list of Southern California'sSuper Lawyers ? Rising Stars each year since 2009. Mr. Ardebili is the President-Elect of the Iranian American Lawyers Association, and a member of the Board of Directors of the Los Angeles Metropolitan Debate League. Mr. Ardebili received his J.D. from University of California - Berkeley Boalt Hall School of Law in 2002, and his B.A., with honors, from the University of Kansas in 1999. He is a member of the California State Bar. Evan Barnes is special counsel in the Stamford office. He advises broker-dealers, traders, and investment advisers in connection with regulatory, securities enforcement, litigation and transactional matters. He brings a wealth of in-house experience to his practice. Prior to joining Kelley Drye, Mr. Barnes managed the regulatory inquiries groups at Morgan Stanley & Co., Inc. and Banc of America Securities LLC; was a vice president in the compliance division at Citigroup Global Markets, Inc.; and prior to joining Citigroup, while attending law school, Mr. Barnes handled hundreds of regulatory investigations and inquiries for the NYSE's Division of Enforcement. Mr. Barnes received his J.D. from Brooklyn Law School in 2001 and his B.A. from Binghamton University, State University of New York in 1995. He is a member of the Connecticut, New York, and Massachusetts State Bars. Daniel S. Blynn is special counsel in the Washington, D.C. office. His practice concentrates primarily on false advertising litigation and complex consumer class actions in both federal and state courts. In addition, Mr. Blynn represents clients in advertising substantiation investigations and inquiries from the Federal Trade Commission (FTC) and state Attorneys General and provides counseling on a variety of advertising and telemarketing- related matters. Mr. Blynn was recognized as a leading attorney in Consumer Law practice area by Washington D.C.Super Lawyers, 2014. Mr. Blynn was also named to the 2012 Capital Pro Bono High Honor Roll and received the 2011 Carecen Commitment to Justice Award. Mr. Blynn received his J.D. from Wake Forest University School of Law in 2003, and his B.A. from Johns Hopkins University in 2000. He is a member of the District of Columbia and Maryland State Bars. Martin Krolewski is special counsel in the New York office. His practice focuses on civil litigation, including complex commercial, business, bankruptcy, securities, employment and class action litigation. Mr. Krolewski has experience with managing and supervising all aspects of litigations in federal and state courts, including trials and trial preparation; conducting discovery and depositions; engaging in motion practice and appellate court practice; directing and participating in settlement negotiation and mediations; conducting internal investigations; and counseling and advising clients on various commercial and business-related matters. Mr. Krolewski received his J.D. from University of Pittsburgh School of Law in 1998, and his B.A. from Colby College in 1995. He is a member of the New York State Bar. Myra C. Mormile-Wolper is special counsel in the Chicago office. Her practice focuses on litigating business and financial services matters and providing regulatory advice. In her business litigation practice, Ms. Mormile-Wolper represents various clients in state and federal courts involving, among other things, contract disputes, franchises, professional liability, employment matters and intellectual property matters. In connection with her financial services practice, Ms. Mormile-Wolper represents individuals, shareholders, officers, registered representatives, investment advisers, broker-dealers, and other corporate entities in a wide variety of proceedings in state and federal courts, arbitration, and before government agencies and self-regulatory organizations, such as the Financial Industry Regulatory Authority (FINRA). Ms. Mormile-Wolper also advises broker-dealers, investment advisers, and related entities regarding compliance, registration requirements, disclosure issues and miscellaneous transactional matters. Ms. Mormile-Wolper was selected as one of IllinoisSuper Lawyers ? Rising Stars, 2014. Ms. Mormile-Wolper received her J.D., with honors, from the Emory University School of Law in 2004 and her B.A., B.S., cum laude, from the University of Georgia in 2001. She is a member of the Illinois and Georgia State Bars. Dustin J. Painter is special counsel in the Washington, D.C. office. His practice focuses on representing clients' legislative and policy interests before the Legislative and Executive branches of the government and other federal administrative agencies. Mr. Painter counsels clients on federal and state campaign finance, lobbying disclosure and government ethics laws. He also provides political law compliance advice to corporations, labor organizations and trade associations. Mr. Painter received his J.D. from American University Washington College of Law in 2003, and his B.A. from the University of Pittsburgh in 1997. He is a member of the District of Columbia Bar. Damon W. Suden is special counsel in the New York office. He focuses his practice on commercial and complex civil litigation, including class actions, in both state and federal courts, including contract disputes, corporate fraud and other tort claims, unfair competition, theft of trade secrets, bankruptcy litigation, false advertising litigation, and employment related matters. He has also worked on domestic and international arbitrations. Mr. Suden has handled matters for companies in a variety of industries including banking and finance, design and fashion, insurance, healthcare, nonprofit, and telecommunications. Mr. Suden received his J.D. from Fordham University School of Law in 2002, and his B.S. from Massachusetts Institute of Technology in 1999. He is a member of the New York State Bar. Kelley Drye & Warren LLP is an international law firm founded in 1836 with more than 300 lawyers and other professionals practicing in New York, NY; Washington, DC; Los Angeles, CA; Chicago, IL; Stamford, CT; Parsippany, NJ; and Brussels, Belgium, additionally offering a full scope of legal service through our affiliate relationship with the Mumbai-based independent law firm, Fortitude Law Associates. Kelley Drye helps clients reach their business goals by providing legal advice in more than 30 practice areas, delivered with efficiency, lean staffing, excellence in advocacy, early resolution of litigation and use of state-of-the-art technology. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re The Biddle Family Limited Partnership aka Biddle Family Limited Partnertship Bankr. D. Ariz. Case No. 14-09592 Chapter 11 Petition filed June 23, 2014 See http://bankrupt.com/misc/azb14-09592.pdf represented by: Harold E. Campbell, Esq. CAMPBELL & COOMBS, P.C. E-mail: heciii@haroldcampbell.com In re Edgar W. McCrary and Joan McCrary Bankr. W.D. Ark. Case No. 14-71902 Chapter 11 Petition filed June 23, 2014 In re Tim Belnap, DDS Professional Corporation Bankr. S.D. Cal. Case No. 14-04949 Chapter 11 Petition filed June 23, 2014 See http://bankrupt.com/misc/casb14-04949.pdf represented by: John L. Smaha, Esq. Smaha Law Group, APC E-mail: jsmaha@smaha.com In re Nilton R. Leon and Isabel Correa Bankr. D. Conn. Case No. 14-50980 Chapter 11 Petition filed June 23, 2014 In re Victory Sports Complex, Inc. Bankr. N.D. Ill. Case No. 14-81955 Chapter 11 Petition filed June 23, 2014 See http://bankrupt.com/misc/ilnb14-81955.pdf represented by: George P. Hampilos, Esq. HAMPILOS & LANGLEY, LTD. E-mail: georgehamp@aol.com In re Treats Pet Resort, LLC Bankr. W.D. Ky. Case No. 14-32406 Chapter 11 Petition filed June 23, 2014 See http://bankrupt.com/misc/kywb14-32406.pdf represented by: Jan C. Morris, Esq. LOWEN & MORRIS E-mail: lmattys@bellsouth.net In re Angela M. DeSouza Bankr. D. Mass. Case No. 14-12961 Chapter 11 Petition filed June 23, 2014 In re Cruz Manuel Anaya Bankr. D. Nev. Case No. 14-14315 Chapter 11 Petition filed June 23, 2014 In re Beth Ann Caruso Bankr. D.N.J. Case No. 14-22846 Chapter 11 Petition filed June 23, 2014 In re Pratap I. Sapra Bankr. S.D.N.Y. Case No. 14-22880 Chapter 11 Petition filed June 23, 2014 In re Randy D. Nix and Judith A. Nix Bankr. E.D.N.C. Case No. 14-03599 Chapter 11 Petition filed June 23, 2014 In re Brazos Valley Landscape, Inc. Bankr. S.D. Tex. Case No. 14-33444 Chapter 11 Petition filed June 23, 2014 See http://bankrupt.com/misc/txsb14-33444.pdf represented by: Pierce P Stacy, III, Esq. PETERSON LAW GROUP E-mail: stacy@BrazosLawyers.com In re William H. McDonald, Jr. and Patricia O. McDonald Bankr. S.D. Ala. Case No. 14-02038 Chapter 11 Petition filed June 25, 2014 In re Lindc Group, LLC Bankr. M.D. Fla. Case No. 14-07405 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/flmb14-07405.pdf represented by: Perry G. Gruman, Esq. PERRY G. GRUMAN, P.A. E-mail: ross@grumanlaw.com In re Bardeli's Delicatessen, LLC Bankr. S.D. Fla. Case No. 14-24505 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/flsb14-24505.pdf represented by: Leslie N. Reizes, Esq. REIZES LAW FIRM, CHARTERED E-mail: reizes@bellsouth.net In re Sarah Lovett-Bynes Bankr. S.D. Ga. Case No. 14-60319 Chapter 11 Petition filed June 25, 2014 In re Robert Carl Jabaay Bankr. N.D. Ill. Case No. 14-23660 Chapter 11 Petition filed June 25, 2014 In re Rick A. Lorenzoni and Cynthia L. Lorenzoni Bankr. S.D. Ind. Case No. 14-05972 Chapter 11 Petition filed June 25, 2014 In re Anderson Systems, Inc. Bankr. S.D. Ind. Case No. 14-05991 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/insb14-05991.pdf represented by: John Joseph Allman, Esq. TUCKER HESTER BAKER & KREBS, LLC E-mail: jallman@thbklaw.com In re New Louisiana Holdings, LLC Bankr. W.D. La. Case No. 14-50756 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/lawb14-50756.pdf represented by: Patrick J. Neligan, Jr., Esq. NELLGAN FOLEY, LLP E-mail: pneligan@neliganlaw.com In re JCR Development, LLC Bankr. D. Mass. Case No. 14-13004 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/mab14-13004.pdf represented by: Theodore W. Beauparlant, Esq. BEAUPARLANT LAW E-mail: beauparlantlaw@aol.com In re Miles O. Iyamu and Vanria Iyamu Bankr. D. Mass. Case No. 14-13006 Chapter 11 Petition filed June 25, 2014 In re Stone Pony Pizza, Inc. Bankr. N.D. Miss. Case No. 14-12396 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/msnb14-12396.pdf represented by: Craig M. Geno, Esq. LAW OFFICES OF CRAIG M. GENO, PLLC E-mail: cmgeno@cmgenolaw.com In re Bryan J. White and Vicki L. White Bankr. D. Nev. Case No. 14-14383 Chapter 11 Petition filed June 25, 2014 In re Bryler, LLC Bankr. D. N.H. Case No. 14-11294 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/nhb14-11294.pdf represented by: Kevin P. Chisholm, Esq. E-mail: kchisholm@millerlawnh.com In re A&E Fuel Services, LLC Bankr. D.N.J. Case No. 14-23018 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23018.pdf represented by: Robert C. Nisenson, Esq. ROBERT C. NISENSON, LLC E-mail: rnisenson@aol.com In re Millstone Valley Holdings Bankr. D.N.J. Case No. 14-23028 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23028.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re Montgomery Gardens, Inc. Bankr. D.N.J. Case No. 14-23030 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23030.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re Summit Plants & Flowers, Inc. Bankr. D.N.J. Case No. 14-23031 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23031.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re Devon Foremost, LLC dba Belmont Greenhouses Bankr. D.N.J. Case No. 14-23032 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23032.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re Blue Arbor, LLC dba Blooms at Belle Mead Bankr. D.N.J. Case No. 14-23033 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23033.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re JD Hsieh & Son LLC Bankr. D.N.J. Case No. 14-23034 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/njb14-23034.pdf represented by: Michael S. Kopelman, Esq. KOPELMAN & KOPELMAN, LLP E-mail: kopelaw@kopelmannj.com In re Trois Canard Group, LLC dba Arielle Bankr. S.D.N.Y. Case No. 14-36300 Chapter 11 Petition filed June 25, 2014 See http://bankrupt.com/misc/nysb14-36300.pdf represented by: Lewis D. Wrobel, Esq. E-mail: lewiswrobel@verizon.net In re Richard A. White, Sr. and Brenda L. White Bankr. W.D. Pa. Case No. 14-22576 Chapter 11 Petition filed June 25, 2014 In re Salvador A. Gaudiano Bankr. E.D. Tenn. Case No. 14-32050 Chapter 11 Petition filed June 25, 2014 In re Melissa W. Cook & Associates Bankr. S.D. Cal. Case No. 14-05087 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/casb14-05087.pdf represented by: Radmila A. Fulton, Esq. LAW OFFICES OF RADMILA A. FULTON E-mail: rafpacer@sbcglobal.net In re Kenneth Michael Jacobs Bankr. N.D. Ill. Case No. 14-23708 Chapter 11 Petition filed June 26, 2014 In re Robert B. Bomhack and LaRue Bomhack Bankr. N.D. Ill. Case No. 14-23710 Chapter 11 Petition filed June 26, 2014 In re Adobo Enterprise LLC Bankr. N.D. Ill. Case No. 14-23810 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/ilnb14-23810.pdf represented by: Erica Crohn Minchella, Esq. ERICA CROHN MINCHELLA, LTD. E-mail: erica.minchella@gmail.com In re DCM, Inc. Bankr. W.D. Ky. Case No. 14-32447 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/kywb14-32447.pdf represented by: K. Gail Russell, Esq. GOLDBERG SIMPSON, LLC E-mail: grussell@goldbergsimpson.com In re Elberta Louise Honstein Bankr. D. N.M. Case No. 14-11961 Chapter 11 Petition filed June 26, 2014 In re Sweat NYC, Inc. Bankr. E.D.N.Y. Case No. 14-43271 Chapter 11 Petition filed June 26, 2014 Filed Pro Se In re Golden Care Adult Day Care, LLC Bankr. E.D.N.Y. Case No. 14-43272 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/nyeb14-43272.pdf Filed Pro Se In re 43 Kingston, LLC Bankr. E.D.N.Y. Case No. 14-72953 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/nyeb14-72953.pdf Filed Pro Se In re Carmine Alessandro Bankr. E.D.N.Y. Case No. 14-72949 Chapter 11 Petition filed June 26, 2014 In re Five Sparrows Foundation, LLC Bankr. E.D. Pa. Case No. 14-15134 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/paeb14-15134.pdf represented by: Mark S. Danek, Esq. THE DANEK LAW FIRM, LLC E-mail: msd@daneklawfirm.com In re 1600 Washington Road USC No. 2, LP Bankr. W.D. Pa. Case No. 14-22582 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/pawb14-22582.pdf represented by: Robert O. Lampl, Esq. E-mail: rol@lampllaw.com In re Taz, Inc. Bankr. E.D. Va. Case No. 14-72346 Chapter 11 Petition filed June 26, 2014 See http://bankrupt.com/misc/vaeb14-72346.pdf represented by: John D. McIntyre, Esq. WILSON & MCINTYRE, PLLC E-mail: jmcintyre@wmlawgroup.com In re Edward Lawrence Stay and Amy Louise Norwood Stay Bankr. W.D. Wash. Case No. 14-14940 Chapter 11 Petition filed June 26, 2014 In re Frank's Complete Home Remodeling, LLC Bankr. D. Ariz. Case No. 14-09921 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/azb14-09921.pdf represented by: Blake D. Gunn, Esq. LAW OFFICE OF BLAKE D. GUNN E-mail: blake.gunn@gunnbankruptcyfirm.com In re Rosalba Jaimes Bankr. C.D. Cal. Case No. 14-11391 Chapter 11 Petition filed June 27, 2014 In re Joyce Ann Mauldin Bankr. C.D. Cal. Case No. 14-22470 Chapter 11 Petition filed June 27, 2014 In re Holdings of South Florida, Inc. dba Auto Mac 2 Bankr. M.D. Fla. Case No. 14-03145 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/flmb14-03145.pdf represented by: Jason A. Burgess, Esq. THE LAW OFFICES OF JASON A. BURGESS, LLC E-mail: jason@jasonaburgess.com In re Vilma S. Mansur Bankr. S.D. Fla. Case No. 14-24746 Chapter 11 Petition filed June 27, 2014 In re Wheels America Alloy Wheel Miami, LLC aka Fixrim Bankr. S.D. Fla. Case No. 14-24834 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/flsb14-24834.pdf represented by: Thomas R. Lehman, Esq. LEVINE KELLOGG LEHMAN SCHNEIDER + GROSSMAN, LLP E-mail: trl@lklsg.com In re Lee's Rental Center, Inc., a Corporation Bankr. M.D. Ga. Case No. 14-51451 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/gamb14-51451.pdf represented by: Neal Weinberg, Esq. NEAL WEINBERG, P.C. E-mail: nealweinbergatty@bellsouth.net In re South Acworth Shopping Center, Inc. dba South Acworth Shopping Center Bankr. N.D. Ga. Case No. 14-62510 Chapter 11 Petition filed June 27, 2014 represented by: Barry Staples, Esq. BARRY STAPLES, PC E-mail: barrystaplespc@aol.com In re Mark A. Dobbertin Bankr. W.D.N.Y. Case No. 14-20809 Chapter 11 Petition filed June 27, 2014 In re Eliot Tod Gaskill Bankr. E.D.N.C. Case No. 14-03705 Chapter 11 Petition filed June 27, 2014 In re Zaida Ivette Gonzalez-Rivera Bankr. D.P.R. Case No. 14-05265 Chapter 11 Petition filed June 27, 2014 In re Madelin Resto Sanchez Bankr. D.P.R. Case No. 14-05268 Chapter 11 Petition filed June 27, 2014 In re Vodastra Solutions, Inc. Bankr. E.D. Tex. Case No. 14-41381 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/txeb14-41381.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. E-mail: eric@ealpc.com In re CTLI, LLC Bankr. S.D. Tex. Case No. 14-33564 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/txsb14-33564.pdf represented by: Kimberly Anne Bartley, Esq. WALDRON & SCHNEIDER, LLP E-mail: kbartley@ws-law.com In re Medford Trucking, LLC Bankr. S.D. W.Va. Case No. 14-20354 Chapter 11 Petition filed June 27, 2014 See http://bankrupt.com/misc/wvsb14-20354.pdf represented by: Brian Richard Blickenstaff, Esq. TURNER & JOHNS, PLLC E-mail: bblickenstaff@turnerjohns.com In re Sam A. Adams and Erika M. Adams Bankr. W.D. Wash. Case No. 14-15003 Chapter 11 Petition filed June 28, 2014 In re Samuel Todd Jewell Bankr. E.D. Okla. Case No. 14-80744 Chapter 11 Petition filed June 29, 2014 In re J. Blue LLC Bankr. C.D. Cal. Case No. 14-22678 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/cacb14-22678.pdf represented by: Dennis E. McGoldrick, Esq. E-mail: dmcgoldricklaw@yahoo.com In re Louis Gioia, Jr and Marie E. Gioia Bankr. D. Conn. Case No. 14-51024 Chapter 11 Petition filed June 30, 2014 In re Gregory John Pratt Bankr. M.D. Fla. Case No. 14-03168 Chapter 11 Petition filed June 30, 2014 In re Image by Tan, Inc. dba Planet Beach Bankr. M.D. Fla. Case No. 14-07533 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/flmb14-07533.pdf represented by: L. William Porter, III, Esq. BOGIN, MUNNS & MUNNS, P.A. E-mail: bporter@boginmunns.com In re Christopher Salem Bankr. D. Hawaii Case No. 14-00878 Chapter 11 Petition filed June 30, 2014 In re Robert Skrocki and Helen Skrocki Bankr. N.D. Ill. Case No. 14-24416 Chapter 11 Petition filed June 30, 2014 In re Ramon Aguirre and Bertha Aguirre Bankr. N.D. Ill. Case No. 14-24420 Chapter 11 Petition filed June 30, 2014 In re Words of Restoration International Ministries Church of God in Christ, Inc. fka Monroe Street Church of God in Christ, Inc. Bankr. M.D. Ga. Case No. 14-10869 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/gamb14-10869.pdf represented by: Je'Nita Nakia Lane, Esq. J. LANE LAW GROUP, P.C. E-mail: jlanelaw@gmail.com In re City Liquor, Inc. Bankr. W.D.N.Y. Case No. 14-11563 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/nywb14-11563.pdf represented by: Arthur G. Baumeister, Jr., Esq. AMIGONE, SANCHEZ, ET AL E-mail: abaumeister@amigonesanchez.com In re Victor Toledo Bankr. E.D. Tex. Case No. 14-41421 Chapter 11 Petition filed June 30, 2014 In re Lighthouse Rescue Mission Bankr. N.D. Tex. Case No. 14-42630 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/txnb14-42630.pdf represented by: Behrooz P. Vida, Esq. THE VIDA LAW FIRM, PLLC E-mail: filings@vidalawfirm.com In re Irresistible Community Influence dba New Beginnings Christian Center Bankr. S.D. Tex. Case No. 14-33602 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/txsb14-33602.pdf represented by: Margaret Maxwell McClure, Esq. LAW OFFICE OF MARGARET M. MCCLURE E-mail: margaret@mmmcclurelaw.com In re Calico Land, LLC Bankr. S.D. Tex. Case No. 14-33681 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/txsb14-33681.pdf represented by: Christopher A. Beck, Esq. BAKER BECK, P.C. E-mail: cbeck@bakerbeck.net In re All Home Care, Inc. Bankr. S.D. Tex. Case No. 14-70351 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/txsb14-70351.pdf represented by: Antonio Villeda, Esq. LAW OFFICE OF ANTONIO VILLEDA E-mail: avilleda@mybusinesslawyer.com In re JEA Tires, Inc. Bankr. S.D. Tex. Case No. 14-70354 Chapter 11 Petition filed June 30, 2014 See http://bankrupt.com/misc/txsb14-70354.pdf represented by: Antonio Villeda, Esq. LAW OFFICE OF ANTONIO VILLEDA E-mail: avilleda@mybusinesslawyer.com In re Kelly Joseph McKinney and Kimberly Ann McKinney Bankr. W.D. Wash. Case No. 14-43646 Chapter 11 Petition filed June 30, 2014 In re Gary Patrick Schroer and Terrie Susan Schroer Bankr. D. Ariz. Case No. 14-10129 Chapter 11 Petition filed July 1, 2014 In re David A. Sanchez, M.D., Inc dba Santa Ana Family Medical Center Bankr. C.D. Cal. Case No. 14-14092 Chapter 11 Petition filed July 1, 2014 See http://bankrupt.com/misc/cacb14-14092.pdf represented by: Joshua R. Engle, Esq. LAW OFFICES OF JOSHUA R. ENGLE E-mail: josh@engle-law.com In re Randall William Blanchard Bankr. C.D. Cal. Case No. 14-14105 Chapter 11 Petition filed July 1, 2014 In re Robert W. Cirac Bankr. C.D. Cal. Case No. 14-14108 Chapter 11 Petition filed July 1, 2014 In re Ivan Boyanov Dotzinski and Ellie Petrova Dotzinska Bankr. M.D. Fla. Case No. 14-07754 Chapter 11 Petition filed July 1, 2014 In re Seer Air Conditioning Corporation Bankr. S.D. Fla. Case No. 14-25135 Chapter 11 Petition filed July 1, 2014 See http://bankrupt.com/misc/flsb14-25135.pdf represented by: Chad T. Van Horn, Esq. VAN HORN LAW GROUP, P.A. E-mail: Chad@cvhlawgroup.com In re Collet Eugene Harrington Bankr. W.D. Ky. Case No. 14-32535 Chapter 11 Petition filed July 1, 2014 In re Jeffery Scott Woods and Michelle Victoria Woods Bankr. W.D. Mo. Case No. 14-42289 Chapter 11 Petition filed July 1, 2014 In re MVP Properties Inc. Bankr. W.D. Mo. Case No. 14-42290 Chapter 11 Petition filed July 1, 2014 See http://bankrupt.com/misc/mowb14-42290.pdf represented by: George J. Thomas, Esq. PHILLIPS & THOMAS, LLC E-mail: geojthomas@gmail.com In re Independent Truck Tank, LLC Bankr. W.D. Mo. Case No. 14-60868 Chapter 11 Petition filed July 1, 2014 See http://bankrupt.com/misc/mowb14-60868.pdf represented by: Ted L. Tinsman, Esq. DOUGLAS HAUN & HEIDEMANN, P.C. E-mail: ttinsman@bolivarlaw.com In re Silvino P. Salinas Bankr. D.N.J. Case No. 14-23582 Chapter 11 Petition filed July 1, 2014 In re Lloyd Owen Bates, Jr. and Theresa Martin Bates Bankr. D. N.M. Case No. 14-12007 Chapter 11 Petition filed July 1, 2014 In re Fun City Seafood Steamers, LLC Bankr. E.D.N.Y. Case No. 14-43389 Chapter 11 Petition filed July 1, 2014 See http://bankrupt.com/misc/nyeb14-43389.pdf Filed Pro Se In re Richard Victor Riordan Bankr. W.D. Wash. Case No. 14-43659 Chapter 11 Petition filed July 1, 2014 ********* 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, Psyche A. Castillon, 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 ***