/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/140718.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, July 18, 2014, Vol. 18, No. 198 Headlines 261 EAST: Tyco Integrated Blocks Entry of Final Decree ABTECH HOLDINGS: Has $1.51-Mil. Net Loss in March 31 Quarter AC I INV MANAHAWKIN: Section 341(a) Meeting Held July 15 ADVENTURE ENTERTAINMENT: Case Summary & 20 Top Unsec. Creditors AGFEED INDUSTRIES: Responses to Bid to Extend Exclusivity Filed ALTERNET SYSTEMS: StarkShenkein Raises Going Concern Doubt AMAYA GAMING: Moody's Assigns 'B2' Corporate Family Rating AMAYA GAMING: S&P Assigns 'BB-' CCR & Rates $2BB Term Loan 'BB' AMERICAN APPAREL: Effects Amendment to Rights Agreement AMERICAN COMMERCE: Posts $60,000 Net Income in First Quarter ANESTHESIA HEALTHCARE: Files Schedules of Assets and Liabilities ANESTHESIA HEALTHCARE: Bank of North Georgia Wants Stay Lifted ANESTHESIA HEALTHCARE: Premium Financing Deals With IPFS OK'd ANESTHESIA HEALTHCARE: Has OK to Access Loans & Use Collateral ANPATH GROUP: Incurs $4.7 Million Net Loss in Fiscal 2014 APOLLO MEDICAL: Issues 200,000 Options to Warren Hosseinion AS SEEN ON TV: Chief Financial Officer to Quit AURA SYSTEMS: Incurs $4 Million Net Loss in First Quarter AUTOMATION CONTROL: Case Summary & 18 Largest Unsecured Creditors AVIS BUDGET: Parent Downgrade Event No Impact on Moody's Rating BANK OF THE CAROLINAS: Posts $1.52-Mil. Net Loss in First Quarter BINGO.COM LTD: Has $352K Net Loss in First Quarter BIOFUEL ENERGY: Has Rights Offering of $70-Mil. Common Shares BONANZA CREEK: Moody's Rates $300MM Unsecured Notes 'B3' BOULDER BRANDS: Upsized Loan No Impact on Moody's 'B1' CFR CARDINAL RESOURCES: Amends 2013 Annual Report CASA CASUARINA: Gets Court Approval to Replace Attorney CELLULAR BIOMEDICINE: Incurs $446K Net Loss in First Quarter CENTURYTOUCH LTD: Reports $82K Net Loss for First Quarter CHA CHA ENTERPRISES: Has Standstill Accord With Mi Pueblo & NUCP CHRYSLER GROUP: Consumers Want TRW To Indemnify Defect CONSTAR INT'L: Seeks Extension of Exclusive Plan Filing Date COPYTELE INC: Raises $4 Million in Registered Direct Offering CROSSOVER FINANCIAL: Bankruptcy Judge Closes Case CRUMBS BAKE SHOP: Section 341(a) Meeting Set on Aug. 13 CRYOPORT INC: To Issue 7.1 Million Shares Under Incentive Plan CSM BAKERY: S&P Keeps 'B+' 1st Lien Debt Rating Over $157MM Add-On DETROIT, MI: Police Union Agrees to Tentative Contract DETROIT, MI: Art Valuation Little Help To 'Grand Bargain' Foes DEWEY & LEBOEUF: Trustee Presses "Urgency" in Bankruptcy Claims DIGITAL DOMAIN: Fla. Taps Conrad & Scherer to Recoup Funds DOMUM LOCIS: Section 341(a) Meeting Scheduled for Aug. 22 EAGLE BULK: Incurs $22.59-Mil. Net Loss in Q1 Ended March 31 EL MONTE PUBLIC: S&P Lowers 2007 TABs Rating to 'BB+' ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended ENVISION SOLAR: Posts $1.02-Mil. Net Loss for March 31 Quarter FIELD FAMILY: Has Interim Cash Collateral Access Until Sept. 22 FIRST DATA: Michael Neborak Named EVP and Director of Finance FLINT, MI: Another Michigan City Pondering Bankruptcy FUSION TELECOMMUNICATIONS: Hires KPMG as New Accountants GEMINI HDPE: S&P Affirms Prelim. 'B+' Rating on $420MM Sr. Loan GENCO SHIPPING: July 9 is Plan Effective Date GENERAL CABLE: Moody's Lowers Corp. Family Rating to 'B2' GENERAL MOTORS: Hires Law Firm to Review Litigation Practices GILES-JORDAN: US Trustee Unable to Form Creditors' Committee GLOBAL AVIATION: Extends Use of Cash Collateral GLOBALINK LTD: Incurs $17K Net Loss in March 31 Quarter GOWEX SA: Bankruptcy Filing Leaves Deals With Cities in Limbo GRIDWAY ENEGRY: Proposes Aug. 26 as Claims Bar Date GRIDWAY ENERGY: Taps Squire Patton as Bankruptcy Co-Counsel GWG HOLDINGS: Sabes Brothers Could Lose Control of Company HARRIS LAND: Settles MIB's Objection to Bid to Employ Broker HARRIS LAND: Taps AGC-Alfermann to Provide Accounting Services HDOS ENTERPRISES: Heads for July 29 Auction HEDWIN CORPORATION: Panel Can Tap EisnerAmper as Accountant HEDWIN CORPORATION: Proposes to Pay $240,000 to 2 Top Execs HOUSTON FUEL: Moody's Rates $625MM Sr. Credit Facilities 'Ba2' HOUSTON REGIONAL: Wants Until Aug. 6 to File Chapter 11 Plan HOWREY LLP: Dist. Court Won't Stay Settlement Pending Appeal INDEPENDENCE TAX IV: Posts 2.71-Mil. Net Loss in FY Ended March 31 INTELLICELL BIOSCIENCES: Rosen Seymour Dismissed as Accountants INTERCEPT ENERGY: K.R. Margetson Ltd. Raises Going Concern Doubt INTERNATIONAL FOREIGN: DiConza May Handle Special Claims Matters INTERNATIONAL MANUFACTURING: Trustee Wants IMG Cash Collateral INTERNATIONAL MANUFACTURING: Beverly McFarland as Ch 11 Trustee INVENTIV HEALTH: Moody's Rates $475MM 2nd Lien Notes 'Caa2' JACOBS FINANCIAL: Obtains $4.5 Million in Financing JAMES RIVER: Creditors' Panel Taps Dexter Patton as Consultant JAMMIN JAVA: Squar, Milner, et al. Raises Going Concern Doubt KGHM INT'L: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR KIDSPEACE CORP: Removes KNCG From Joint Administration LATEX FOAM: U.S. Trustee Appoints 5-Member Creditors' Committee LIVEDEAL INC: Posts $975K Net Loss for Q1 Ended March 31 LIVING HOPE SOUTHWEST: Pinewood Can't Intervene in Suit v. LHSE LOFINO PROPERTIES: Gets Disclosure Statement Approved LOFINO PROPERTIES: Ch. 11 Trustee Taps Gibbs as Special Counsel LOVE CULTURE: Case Summary & 20 Largest Unsecured Creditors M LINE HOLDINGS: Incurs $973-K Net Loss for March 31 Quarter MEDIMPACT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating MEE APPAREL: Court Okays Hiring of Prime Clerk as Advisor MF GLOBAL: Judge Keeps $20M J.C. Flowers Suit Alive MF GLOBAL: PwC Can't Escape $1-Bil. Malpractice Suit MINERALRITE CORP: Robison, Hill & Co. Raises Going Concern Doubt MINI MASTER: Asks for Oct. 11 Extension of Plan Deadline MINI MASTER: Patricia Varela-Harrison Withdraws as Counsel MMODAL INC: To Exit Chapter 11 Within Three Weeks MMODAL INC: Seeks OK of $50MM Exit Facility Commitment Letter MOLYCORP INC: S&P Lowers Corp Credit Rating to CCC; Outlook Neg. MOMENTIVE PERFORMANCE: Plan Filed, Disclosure Statement Approved NATIVE WHOLESALE: To Present Plan for Confirmation July 28 NATROL INC: Can Pay Employees, But Trustee Bid Looms NELSON EDUCATION: Moody's Withdraws Ca Corporate Family Rating NEW LOUISIANA HOLDINGS: 11 Affiliates' Chapter 11 Case Summary NEW MILLENNIUM MANAGEMENT: Principal Owner Fails to Halt Sale NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter NITRO PETROLEUM: Montgomery Coscia Raises Going Concern Doubt NORTEL NETWORKS: Canada Arm Settles Euro Units' Bankruptcy Claims OCULUS INNOVATIVE: Posts $6-Mil. Operating Loss in FY2014 PACIFIC SANDS: Amends March 31 Quarter Report PACIFIC VECTOR: Subsidiaries File for Ch. 7 Bankruptcy Liquidation PENINSULA GENERAL: Patient Care Ombudsman Discharged PERPETUAL ENERGY: Moody's Assigns Caa1 Rating on C$100MM Notes PERPETUAL ENERGY: S&P Raises CCR to 'B-' & Rates New Notes 'CCC+' PRESSURE BIOSCIENCES: Releases Copy of the Investor Presentation PRIME TIME: Has Until Oct. 11 to Decide on Leases PRIME TIME: Exclusive Plan Filing Period Extended to Sept. 26 PRIME TIME: Court OKs Insurance Premium Finance Pact With FIFC PRIME TIME: Has Nod to Continue Cash Collateral Use Until Sept. 26 QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale RAIN CII CARBON: S&P Lowers CCR to 'B+'; Outlook Stable REALOGY HOLDINGS: To Acquire ZipRealty for Approx. $166 Million RESIDENTIAL CAPITAL: Court Junks Cozzolino's $193,274 Claim RESIDENTIAL CAPITAL: Judge OKs Nearly $400MM in Professional Fees RESTORGENEX CORP: Reports $1.38-Mil. Net Loss in March 31 Quarter ROCKDALE RESOURCES: Reports $590K Net Loss in March 31 Quarter ROCKWOOD SPECIALTIES: Moody's Reviews Ba1 CFR for Downgrade SARKIS INVESTMENTS: Receiver Can Hire Franzel Robins as Counsel SCOTTSDALE VENETIAN: Can Use FNB's Cash Collateral Until Aug. 31 SHRIMPBOAT RESTAURANT: Case Summary & 20 Top Unsecured Creditors SKYLINE MANOR: Creditors' Panel Hires Pepper Hamilton as Counsel SKYLINE MANOR: Baird Holm Okayed as Ch.11 Trustee's Counsel SKYLINE MANOR: Section 341(a) Meeting Slated for July 17 SPINDLE INC: Reports $1.03-Mil. Net Loss in Q1 Ended March 31 STAFFORD LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating STEVIA FIRST: Weinberg & Company Raises Going Concern Doubt TACTICAL INTERMEDIATE: Gets Time to Find Boot Biz Buyer TECHPRECISION CORP: Incurs $7.1 Million Net Loss in Fiscal 2014 TEM ENTERPRISES: Section 341(a) Meeting Continued to July 24 THINSPACE TECHNOLOGY: Incurs $25.92-Mil. Net Loss in First Quarter TRANSCOASTAL CORP: Has $106K Net Loss in First Quarter TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt TRISTAR WELLNESS: Posts $3.57-Mil. Net Loss in March 31 Quarter TWEETER HOME: Files First Amended Liquidation Plan UNITED GILSONITE: Legal Representative Hires Claims Consultant VAUGHAN COMPANY: Discovery Deadlines Moved in Suit v. Levann VIGGLE INC: Launches Entertainment Rewards APP on Windows 8 VO ENTERPRISES: Voluntary Chapter 11 Case Summary WEDCO MANUFACTURING: Not Liable to Mizell's Vacation Pay Claim WESTERN ASBESTOS: Objections to Ch. 11 Trustees' Report Overruled WHEATLAND MARKETPLACE: Wants Until Sept. 30 to File Ch. 11 Plan WHITING PETROLEUM: S&P Puts 'BB+' Unsec. Debt Rating on Watch Neg WINDSOR PETROLEUM: Moody's Cuts 7.84% Notes to Ca on Ch11 Filing WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'D' WIRELESS RONIN: Posts $1.08-Mil. Net Loss in March 31 Quarter WORLDWIDE MIXED: Hearing on Case Dismissal Continued Until Aug. 20 XZERES CORP: Incurs $3 Million Net Loss in May 31 Quarter YELLOWSTONE MOUNTAIN: Founder Must Pay $187.5M Loan Balance YMCA OF MILWAUKEE: US Trustee Forms Five-Member Creditor's Panel ZHEJIANG TOPOINT: Chapter 15 Case Summary * American Express Accused by U.S. of Stifling Competition * BlackRock, Pimco Sue Banks for Mortgage-Bond Trustee Role * Bruce Feinstein Evaluates Importance of Ch.11 for Small Business * Lawmakers Seek to Amend Bankruptcy Rules for Big Bank Collapses * BOOK REVIEW: Risk, Uncertainty and Profit ********* 261 EAST: Tyco Integrated Blocks Entry of Final Decree ------------------------------------------------------ Tyco Integrated Security LLC filed an objection to 261 East 78 Realty Corporation's application in support of entry of final decree on the basis that the Debtor failed to serve the confirmation order containing the notice of administrative bar date thereby violating TIS's due process rights associated with approximately $46,364.56 in payments for goods and services rendered. TIS provided goods and services to the Debtor, including the installation of fire, security, and CCTV systems, and the maintenance and monthly monitoring of the systems. Despite the various prepetition contracts, TIS was not listed in the Debtor's schedules, nor did TIS receive notice of the commencement of the Debtor's bankruptcy case. At the Debtor's request, TIS continued to provide services to the Debtor on a postpetition basis, and the parties also entered into various postpetition contracts for additional goods and services. Pursuant to TIS's books and records, as of May 9, 2014, TIS is owed not less than $46,364.56 for goods and services provided to the Debtor pursuant to the TIS contracts. As reported by the Troubled Company Reporter on March 19, 2014, Jonathan S. Pasternak, Esq., at Delbello Donnellan Weingarten Wise & Wiederkehr, LLP, on behalf of the Debtor, asks the U.S. Bankruptcy Court for the Southern District of New York to enter a final decree closing the Debtor's Chapter 11 case. Mr. Pasternak said the Debtor has substantially consummated its Second Amended Plan of Reorganization. In its objection, TIS requests that the Court refrain from entering the final decree in this case until TIS resolves a dispute with the Debtor or determines that an entity other than the Debtor is solely liable for the TIS Claim. TIS submits that regardless of the status of the amounts due to TIS on the TIS claim, either an administrative expense or a cure claim, the TIS Claim should be paid in full by the Debtor. The Confirmation Order set Feb. 28, 2014, as the administrative expense claim bar date. TIS said it was not served with Confirmation Order, was unaware of the administrative expense claim bar date, and, until very recently, remained unaware of the Debtor's pending bankruptcy case. TIS is represented by: Ravert PLLC Gary O. Ravert, Esq. 116 West 23rd Street, 5th Floor New York, NY 10011 Tel: (646) 961-4770 Fax: (917) 677-5419 E-mail: gravert@ravertpllc.com and Spilman Thomas & Battle, PLLC Sally E. Edison, Esq. One Oxford Centre Suite 3440 301 Grant Street Pittsburgh, PA 15219 Tel: (412) 325-3304 About 261 East 261 East 78 Realty Corp. owns real property located at 261 East 78th Street, in New York. The premises consist of seven commercial units, three of which are currently occupied. 261 East 78 Realty filed for Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 11-15624) on Dec. 6, 2011. The case was assigned to Judge Robert E. Gerber. The Chapter 11 filing was precipitated by the commencement of foreclosure proceedings on the premises. The Debtor scheduled $20.2 million in assets and $18.8 million in liabilities. The petition was signed by Lee Moncho, president. Jonathan S. Pasternak, Esq., at DelBello Donnellan Weingarten Wise & Wiederkehr, LLP, in White Plains, N.Y., represents the Debtor as counsel. Matthew W. Olsen, Esq., at Katten Muchin Rosenman LLP, in New York, N.Y., represents MB Financial Bank, N.A., as counsel. Pursuant to the Plan Term Sheet, the Plan will be funded by amounts made available by (i) the Plan Funder, of which $1,500,000 will be deposited in the Plan Fund Account and $10,700,000 will be distributed to MB Financial Bank, N.A., on account of its Allowed Class 2 Claim or (ii) the net proceeds of a Public Sale of the Debtor's Property conducted pursuant to the Plan, of which $11,000,000 will be distributed to MB on account of its Allowed Class 2 Claim and the balance will be used to make payments due under the Plan. Judge Gerber on Jan. 29, 2014, issued an order confirming 261 East 78 Realty's Second Amended Chapter 11 Plan of Reorganization after determining that the Plan complies with the confirmation requirements laid out in the Bankruptcy Court. ABTECH HOLDINGS: Has $1.51-Mil. Net Loss in March 31 Quarter ------------------------------------------------------------ AbTech Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.51 million on $75,258 of net revenues for the three months ended March 31, 2014, compared with a net loss of $1.43 million on $99,537 of net revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.59 million in total assets, $5.72 million in total liabilities, and a stockholders' deficit of $4.12 million. The Company has not achieved a sufficient level of revenues to support its business and has suffered substantial recurring losses from operations since inception. These factors raise substantial doubt about the Company's ability to continue operations as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/9gboiT Abtech Holdings, Inc. through its subsidiary, manufactures products that remove some pollutants from water. The Company's products remove hydrocarbons, sediment and other foreign elements from still ponds, lakes and marinas or from flowing water such as curbside drains, pipe outflows, rivers and oceans. AC I INV MANAHAWKIN: Section 341(a) Meeting Held July 15 -------------------------------------------------------- The U.S. Trustee for Region 2 convened a meeting of creditors of AC I Inv Manahawkin LLC and its affiliates on July 15, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. AC I Inv Manahawkin LLC, AC I Manahawkin Mezz LLC and AC I Manahawkin LLC filed separate Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Case Nos. 14-22791, 14-22792 and 14-22793) on June 4, 2014. The petitions were signed by David Goldwasser, of GC Realty Advisors LLC, managing member. The Debtors estimated assets of $50 million to $100 million and debts of $0 to $50 million. Robinson Brog Leinwand Greene Genovese & Gluck, P.C., serves as the Debtors' counsel. Judge Robert D. Drain presides over the cases. Affiliates of AC I Inv., et al., have pending bankruptcy cases before Judge Drain. NY Affordable Housing Albany Assocs. LLC sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-20007) on July 26, 2013. First Bronx LLC sought bankruptcy protection (Bankr. S.D.N.Y. Case NO. 14-22047) on Jan. 13, 2014. Ollie Allen Holding Company LLC sought bankruptcy (Case NO. 14-22204) on Feb. 18, 2014. ADVENTURE ENTERTAINMENT: Case Summary & 20 Top Unsec. Creditors --------------------------------------------------------------- Debtor: Adventure Entertainment, LLC dba Jekyll & Hyde Club 216 West 44th Street New York, NY 10036 Case No.: 14-12086 Chapter 11 Petition Date: July 16, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Debtor's Counsel: Gerald C. Bender, Esq. LOWENSTEIN SANDLER LLP 1251 Avenue of the Americas New York, NY 10020 Tel: (646)414-6803 Fax: (973)535-3275 Email: gbender@lowenstein.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Donald Finley, managing member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-12086.pdf AGFEED INDUSTRIES: Responses to Bid to Extend Exclusivity Filed --------------------------------------------------------------- BankruptcyData reported that Jefferies Leveraged Credit Products and Claims Recovery Group filed with the U.S. Bankruptcy Court a response and reservation of rights to AgFeed Industries' motion for entry of a fifth order, pursuant to Section 1121(d) of the Bankruptcy Code, further extending the exclusive periods for the filing of a Chapter 11 plan and solicitation of acceptances thereof. According to BData, the Respondents explain, "Despite having filed two disclosure statements, the Debtors, as plan proponents, have yet to obtain a hearing date to consider either of these disclosure statements. Nevertheless, the Debtors, by the motion seek, yet again, an extension of the Exclusive Periods, despite the fact that they have now filed two separate versions of a plan and corresponding disclosure statement; sold substantially all of their U.S. assets nearly one year ago and sold substantially all of their foreign assets more than six months ago and are no longer operating. By assignment, Jefferies is currently the holder of record of approximately $4.4 million of claims ad CRG, holder of record of approximately $2.9 million of claims, against AgFeed Industries, USA....While the Respondents do not object to the motion per se, the respondents do request that if the Motion is granted, it be granted on two conditions -- namely, that the First Amended Plan does not get materially changed from its current iteration at least with respect to the treatment provided to the holders of General Unsecured claims; and that this Motion be the last extension of the Exclusive Periods afforded to the Debtors." About AgFeed Industries AgFeed Industries, Inc., has 21 farms and five feed mills in China producing more than 250,000 hogs annually. In the U.S., the business included 10 sow farms in three states and two feed mills producing more than one million hogs a year. AgFeed's revenue in 2012 was $244 million. AgFeed and its affiliates filed voluntary petitions under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 13-11761) on July 15, 2013, with a deal to sell most of its subsidiaries to The Maschhoffs, LLC, for cash proceeds of $79 million, absent higher and better offers. The Debtors estimated assets of at least $100 million and debts of at least $50 million. Keith A. Maib signed the petition as chief restructuring officer. Hon. Brendan Linehan Shannon presides over the case. Donald J. Bowman, Jr., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, serve as the Debtors' counsel. BDA Advisors Inc. acts as the Debtors' financial advisor. The Debtors' claims and noticing agent is BMC Group, Inc. The U.S. Trustee has appointed a five-member official committee of unsecured creditors to the Chapter 11 cases. The Creditors' Committee tapped Lowenstein Sandler as lead bankruptcy counsel and Greenberg Traurig, LLP, as co-counsel. CohnReznick LLP serves as the Creditors' Committee's financial advisor. An official committee of equity security holders was also appointed to the Chapter 11 cases. The Equity Committee tapped Sugar Felsenthal Grais & Hammer LLP and Elliott Greenleaf as co-counsel. In October 2013, AgFeed completed the sale of the U.S. operations to three buyers for $79.45 million, including $53.4 million in cash. In November 2013, the Court authorized AgFeed to sell its Chinese assets to Hong Kong firm Good Charm International Development Ltd. in a deal that is expected to net the debtor $45 million once several highly negotiated price adjustments are factored in. An auction was held for the Chinese facilities on Nov. 20, although no one emerged to top what was originally a $50.5 million bid. The price was lowered by $3.45 million in view of what the contract called "newly discovered" operational problems and "deterioration of the performance" of feed mills. * * * In December 2013, AgFeed filed a proposed plan of liquidation showing all creditors as being paid in full, with interest. The Plan proposes to create a trust to prosecute lawsuits and collect remaining assets. As reported by the Troubled Company Reporter on May 21, 2014, the Debtors filed their First Amended Chapter 11 Plan of Liquidation and accompanying disclosure statement. The Plan is supported by the Official Committee of Equity Security Holders. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Agfeed_1076_DS.PDF ALTERNET SYSTEMS: StarkShenkein Raises Going Concern Doubt ---------------------------------------------------------- Alternet Systems, Inc., filed with the U.S. Securities and Exchange Commission an amendment to Form 10-K on June 17, 2014, for the year ended Dec. 31, 2013. StarkSchenkein, LLP, expressed substantial doubt about Alternet Systems, Inc.'s ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and has a working capital and equity deficiencies. The company reported a total comprehensive loss of $3.31 million on $3,141 of revenues for the year ended Dec. 31, 2013, compared with a comprehensive loss of $3.33 million on $1.36 million of revenues for the year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2012, showed $2.07 million in total assets, $7.55 million in total liabilities, and a stockholders' deficit of $5.48 million. A copy of the Form 10-K is available at: http://is.gd/9BFadu Miami, Florida-based Alternet Systems, Inc., has, since late 2009, focused its investment and operational expertise on the mobile value added services markets of mobile financial transactions and security. AMAYA GAMING: Moody's Assigns 'B2' Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to Amaya Gaming Group, Inc. ("AGG"). An SGL-2 Speculative Grade Liquidity rating and stable rating outlook were also assigned to the company. AGG provides products, services and systems to land-based and online gaming operators and manufacturers electronic gaming machines through several subsidiaries. Moody's also assigned a B1 rating to Amaya B.V.'s ("ABV") $100 million 5-year first lien revolver and $2.0 billion first lien 7- year term loan, and a Caa1 to its $800 million 8-year second lien term loan. ABV is a newly created subsidiary and will be the largest operating subsidiary of AGG. Proceeds from the proposed bank facilities will be used to partially fund AGG's pending acquisition of privately held Oldford Group Limited ("OGL") for $5.05 billion, inclusive of up to a $550 million deferred payment due to the seller. Other funding sources include $1.05 billion of perpetual paid-in-kind convertible preferred stock issued, $642 million of common equity issued by AGG, and cash on hand. OGL owns operates two online poker brands, PokerStars and Full Tilt Poker. Once acquired, OGL will become a wholly-owned operating subsidiary of ABV. The proposed bank facilities will be guaranteed by AGG and OGL. This is the first time Moody's has assigned ratings to AGG. The ratings are subject to receipt and review of final documentation as well as the closing of the pending acquisition as currently planned. The acquisition is subject to shareholder and regulatory approval and is expected to close by September 30, 2014. New ratings assigned to AGG: Corporate Family Rating, at B2 Probability of Default Rating, at B2-PD Speculative Grade Liquidity rating at SGL-2 Stable rating outlook New Ratings assigned to ABV: $100 million first lien 5-year revolver at B1 (LGD-3) $2.0 billion first lien 7-year term loan at B1 (LGD-3) $800 million second lien 8-year term loan at Caa1 (LGD-5) Ratings rationale: The B2 Corporate Family Rating considers AGG's high pro forma consolidated leverage of approximately 7.5 times resulting from the 11 times multiple AGG will pay to acquire OLG. AGG's pro forma revenue will be about $1.3 billion, or seven times the amount of its existing revenues. Although Moody's expect AGG can reduce leverage to about 6.5 times by the end of 2015 this level is still high given AGG's narrow product focus and operating risks related to integration and execution as well as the inherent risks and uncertainty related to the evolving regulatory environment for online gaming. Moody's expects the company's revenue and EBITDA will grow at a rate of between 20% and 30% over the next two years from a combination of organic growth and further market share gains in online poker, and introduction of other real money casino games, launch of sports betting and the deployment of new gaming and lottery machines. Moody's does not include the preferred stock in its leverage calculation because the instrument has no maturity, is paid in kind, has no cash put options and cannot cause a default under the bank facilities. The leverage calculation does, however, include the full potential deferred payment of $550 million. The B2 Corporate Family Rating reflects a consolidated rating approach given that AGG will guarantee the rated debt at its ABV subsidiary, and will continue to guarantee the debt of Cadillac Jack Inc, another of AGG's principal operating subsidiaries. Cadillac Jack houses AGG's gaming machine business. On a pro forma basis, online poker will account for about 88% of AGG's consolidated revenues and earnings. AGG's gaming machine business will account for the remainder. AGG completed five acquisitions in the past few years (not including the pending acquisition of OGL) and faces significant execution risk associated with its plans to: (1) enter sports betting where other dominant players are already operating; (2) add other casino game content to its poker offering; (3) launch social gaming; and (4) grow its gaming machine business. The B2 Corporate Family Rating is supported by OLG's market leading position in terms of revenue in online poker, and its licenses to operate in all major jurisdictions where online poker has been legalized. Moody's also expects that the popularity of PokerStars and Full Tilt brands will result in increased player retention, strong consolidated EBITDA margins at about 37% and good interest coverage. Pro forma EBIT/interest is about 2.2 times. In addition to AGG's relatively high EBITDA margins and small depreciable asset base, the coverage metric benefits from the fact that there is no interest or financing cost associated with the potential contingent payment while the potential $550 million is included as part of the leverage calculation. The stable rating outlook incorporates AGG's SGL-2 Speculative Grade Liquidity rating which indicates good liquidity -- EBITDA should cover all capital and debt service requirements over the next 12 to 18 month period -- and reflects Moody's view that AGG will be able to profitably cross sell new on-line casino games and sports betting to existing poker players with little capital investment given the scalability of the company's online gaming platforms. Also considered with respect to the stable outlook is Moody's understanding that pursuant to the merger agreement, until the bank facilities mature or are repaid, the sellers agree to standstill from enforcing their rights if the company is unable to make the contingent payment. AGG has to build enough cash or issue equity to meet its potential contingent payment obligation of up to $550 million to the sellers of OGL by the earlier of July 17, 2017 or 30 months from the acquisition closing date. Ratings could be downgraded if debt/EBITDA increases above 6.5 times or EBIT/interest drops below 2.0 times or if on-line gaming demand declines for a sustained period and jeopardizes the company's ability to reduce leverage or accumulate cash for the purpose of making the contingent payment. A higher rating is possible if the company demonstrates the ability and willingness to achieve and maintain debt/EBITDA at or below 4.5 times, maintain a very good liquidity profile, and the outlook for the company's products and services remains stable. A higher rating would also require a high level of comfort on Moody's part that the contingent payment can be made as required without compromising AGG's credit quality. AGG provides products, services and systems to land-based and online gaming operators and manufacturers electronic gaming machines. As a result of the company's acquisition of OGL, AGG will also own and operate Poker Stars and Full Tilt Poker online poker brands. Pro forma revenue is about $1.3 billion. 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. AMAYA GAMING: S&P Assigns 'BB-' CCR & Rates $2BB Term Loan 'BB' --------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB-' long-term corporate rating to Montreal-based Amaya Gaming Group Inc. At the same time, Standard & Poor's assigned its 'BB' issue- level rating to the company's proposed US$2 billion term loan and US$100 million revolver with a '2' recovery rating. The '2' recovery rating indicates S&P's expectation of substantial (70%- 90%) recovery in the event of payment default. In addition, Standard & Poor's assigned its 'B' issue-level rating to the company's proposed US$800 million second-lien term loan with a '6' recovery rating, indicating S&P's expectation of negligible (0%- 0%) recovery in the event of a payment default. The company is using the proceeds from the issuance to fund a portion of the US$4.9 billion acquisition of Rational Group's gaming assets, including leading online poker sites PokerStars and Full Tilt Poker. "The ratings on Amaya reflect our view of the company's 'fair' business risk profile, characterized by a strong share of the growing online poker sector, limited product diversity, and good profitability," said Standard & Poor's credit analyst Donald Marleau. S&P views the 'company's financial risk profile as "aggressive," with high leverage pro forma for the acquisition offset by strong expected free cash flow to support some debt reduction. Amaya operates several lines of business in the gaming industry, with the largest earnings contribution expected from the recently acquired online poker sites. S&P's view of the company's fair business risk profile is based on its significant share of growing global online poker play. S&P believes that Amaya's solid position in several regulated markets supports the industry- leading liquidity of its network, which is important for attracting and retaining players. S&P expects that increasing regulation of online gaming around the world could provide a catalyst for expanding the company's poker platforms, albeit at an unsteady pace and with unclear competitive and earnings implications. Amaya also provides gaming technologies to operators, but this business is relatively small with a modest competitive position. The stable outlook on Amaya reflects S&P's expectation that robust cash flow from its leading position in online poker will support the growth of its business into more diverse markets and new gaming products. S&P expects the company's free cash flow will improve net debt to EBITDA to below 5x in 2015. AMERICAN APPAREL: Effects Amendment to Rights Agreement ------------------------------------------------------- A duly authorized committee of the Board of American Apparel, Inc., approved an amendment to the Rights Agreement on July 9, 2014. The Rights Amendment provides that no person will be deemed to be an "Acquiring Person" as a result of: (i) the negotiation of and entry into the agreement contemplated by that certain term sheet, dated as of July 7, 2014, by and among the Company, Standard General L.P., Standard General Master Fund L.P., P Standard General Ltd. and Dov Charney; (ii) the performance of such person's obligations or the exercise of such person's rights under the Support Agreement; or (iii) the performance of obligations or the exercise of rights under the letter agreement dated June 25, 2014, between Dov Charney and Standard General L.P., including but not limited to entry into the Cooperation Agreement and the other agreements and arrangements described in the Letter Agreement, and the performance of obligations or the exercise of rights thereunder. The Rights Amendment also amends and restates the definition of "Final Expiration Date" in Section 1(s) of the Rights Agreement in its entirety as follows: " 'Final Expiration Date' shall mean 5:00 P.M., New York City time, on July 24, 2014." The Company subsequently entered into the Support Agreement on July 9, 2014 with Standard General L.P., Standard General Master Fund L.P., P Standard General Ltd. and Dov Charney. About American Apparel Los Angeles, Calif.-based American Apparel, Inc. (NYSE Amex: APP) -- http://www.americanapparel.com/-- is a vertically integrated manufacturer, distributor, and retailer of branded fashion basic apparel. As of September 2010, American Apparel employed over 10,000 people and operated 278 retail stores in 20 countries, including the United States, Canada, Mexico, Brazil, United Kingdom, Ireland, Austria, Belgium, France, Germany, Italy, the Netherlands, Spain, Sweden, Switzerland, Israel, Australia, Japan, South Korea and China. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $333.75 million in total assets, $411.15 million in total liabilities and a $77.40 million total stockholders' deficit. * * * As reported by the Troubled Company Reporter on Feb. 26, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'CCC' from 'B-' on Los Angeles-based American Apparel Inc. The outlook is developing. The Troubled Company Reporter, on Nov. 21, 2013, reported that American Apparel Inc. had its corporate family rating cut one level to Caa2 by Moody's Investors Service. The clothing retailer's probability of default was also lowered one level and the outlook is negative. AMERICAN COMMERCE: Posts $60,000 Net Income in First Quarter ------------------------------------------------------------ American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report disclosing net income of $59,957 on $608,886 of net sales for the three months ended May 31, 2014, as compared with a net loss of $48,123 on $677,085 of net sales for the same period in 2013. American Commerce incurred a net loss of $169,061 on $2.66 million of net sales for the year ended Feb. 28, 2014, as compared with a net loss of $5,791 on $2.35 million of net sales during the prior year. The Company's balance sheet at May 31, 2014, showed $4.91 million in total assets, $2.97 million in total liabilities and $1.93 million in total stockholders' equity. "The Company has incurred substantial operating losses since inception and has used approximately $42,600 of cash in operations for the three months ended May 31, 2014. Additionally, the Company is in default on several notes payable," according to the Company's Form 10-Q. As previously reported, Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has recurring losses resulting in an accumulated deficit and is in default of several notes payable. These conditions raise substantial doubt about its ability to continue as a going concern. A full-text copy of the quarterly report on Form 10-Q filed with the U.S. Securities and Exchange Commission is available for free at http://goo.gl/GnTckT About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. ANESTHESIA HEALTHCARE: Files Schedules of Assets and Liabilities ---------------------------------------------------------------- Anesthesia Healthcare Partners, Inc., filed its schedules of assets and liabilities in the U.S. Bankruptcy Court for the Northern District of Georgia, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $19,632,440 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $8,500,000 E. Creditors Holding Unsecured Priority Claims $12,550 F. Creditors Holding Unsecured Non-priority Claims $3,315,166 ----------------- -------------- TOTAL $19,632,440 $11,827,716 A copy of the Schedules is available for free at: http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_56_sal.pdf Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta. Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. ANESTHESIA HEALTHCARE: Bank of North Georgia Wants Stay Lifted -------------------------------------------------------------- Bank of North Georgia, a division of Synovus Bank, a creditor in the Chapter 11 cases of Anesthesia Healthcare Partners, Inc., and its debtor-affiliates, asks the U.S. Bankruptcy Court for the Northern District of Georgia to lift the automatic stay to allow the Bank to preserve its deficiency claim otherwise it will be irreparably harmed by the continued imposition of the stay. The Bank retains a security interest in real property lying in Land Lot 230 of the 16th District, 2nd Section of Cobb County, Georgia being 2.54 acres commonly known as 4211 JVL Industrial Park Drive, Marietta, Georgia, by virtue of a Deed to Secure Debt and Security Agreement dated executed by G&S Marietta Building, LLC, on March 28, 2012. G&S is indebted to the Bank on a certain note and G&S has failed to make payments pursuant to the terms of the note. The Debtor is a tenant and it occupies the Property. The Bank claims that the Debtor has not been tendering the required rent payments to G&S. The Bank intends to advertise the Property for a non-judicial foreclosure sale as provided by the terms of the Note and relevant Georgia law. Debtor holds no title to the Property and it is not property of the Bankruptcy Estate. The filing of a Chapter 11 Petition does not impose a stay to prevent a foreclosure of real property where the Debtor holds no title and is a mere obligor, says the Bank. According to the Bank, the Debtor has no equity in the Property and it is not necessary for the adequate reorganization of Debtor. The Debtor prays the Court enter an order that: (i) terminates the stay with respect to the Property and the Debtor to allow the Bank to exercise its foreclosure and dispossessory remedies; and (ii) permits the Bank to file an application in the appropriate state court naming Debtor to confirm any foreclosure sale. A hearing will be held on July 31, 2014, at 2:30 p.m. to consider the Bank's stay motion. The Bank is represented by : David C. Whitridge, Esq. Thompson, O'Brien, Kemp & Nasuti, P.C. 40 Technology Parkway South, Suite 300 Norcross, Georgia 30092 Tel: (770) 925-0111 E-mail: dwhitridge@tokn.com Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta. Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. In its schedules, the Debtor listed $19,632,440 in total assets and $11,827,716 in total liabilities. ANESTHESIA HEALTHCARE: Premium Financing Deals With IPFS OK'd ------------------------------------------------------------- Anesthesia Healthcare Partners, Inc., and its debtor-affiliates sought and obtained permission from the Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia to enter into two premium financing agreements with IPFS Corporation to facilitate funding of premiums for the medical malpractice insurance policy held by HBL Anesthesia Service, LLC, and the professional liability policy held by Anesthesia Healthcare. In their June 27, 2014 motion, the Debtors proposed to borrow $57,153.20 and $157,222.00 to finance the premiums due on HBL Anesthesia's medical malpractice policy and Anesthesia Healthcare's professional liability policy. The Debtors said that absent approval of the agreements with IPFS to finance the premiums due on the Debtors' liability policies, the Debtors will have enormous exposure for uninsured claims for malpractice and professional liability. According to the Debtors, Anesthesia Healthcare cannot fund the premiums due to the insurance companies providing malpractice and professional liability coverage to the Debtors. A hearing on the Debtor's premium financing motion was set for July 1, 2014. On July 2, 2014, the Court entered an order authorizing the Debtors to grant IPFS a first priority security interest in the policies. In the event that the Debtors default under the terms of the agreement, IPFS is authorized to cancel the policies listed in the agreement or any amendment thereto and receive and apply the unearned or return premiums to the account of Anesthesia Healthcare. The full rights of IPFS pursuant to the agreement and controlling state law will be fully preserved and protected and will remain unimpaired by the pendency of this or any subsequent proceeding under the Bankruptcy Code, the appointment of a trustee in this case, or the conversion of the case to a case under Chapter 7. In the event that returned or unearned premiums or other amounts due under the policies are insufficient to pay the total amount owing by the Debtors to IPFS, any remaining amount owing to IPFS, including reasonable attorneys' fees and costs, will be an allowed claim in this case with priority as an administrative expense, subordinate only to any administrative claim granted to Suntrust. Monies due under the agreement not otherwise satisfied through returned or unearned premiums or through payment of an allowed administrative claim filed by IPFS won't be subject to discharge or release. The lien granted to IPFS in connection with the policies will be senior to any security interests and liens granted to any other secured creditors in Anestheisa Healthcare's case. The Court also authorized the Debtor to enter into financing agreements in the future with IPFS without further court order under these terms: A. Copies of the proposed financing agreement will be forwarded to counsel for the Official Committee of Unsecured Creditors if any, and counsel to SunTrust Bank; and B. Unless the Debtors receive notice in writing from the Committee and the senior lender within five business days of receipt by the Committee and the senior lender of the financing agreement, Anesthesia Healthcare will proceed to enter into financing agreement. SunTrust's security interests, liens, encumbrances, claims, super- priority administrative expense claims and other protections granted pursuant to DIP financing order will not be affected by the premium financing except as set forth in the order. Anesthesia Healthcare's assets have been pledged to SunTrust. About Anesthesia Healthcare Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta. Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. In its schedules, the Debtor listed $19,632,440 in total assets and $11,827,716 in total liabilities. ANESTHESIA HEALTHCARE: Has OK to Access Loans & Use Collateral -------------------------------------------------------------- The Hon. Wendy L. Hagenau of the U.S. Bankruptcy Court for the Northern District of Georgia entered on July 14, 2014, a fifth interim order authorizing Anesthesia Healthcare Partners, Inc., and its debtor-affiliates to use cash collateral and authorizing post-petition financing. The interim financing order will remain in effect until July 17, 2014. A copy of the order is available for free at: http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_93_cashcollord.pdf Until further order of the Court or the consent of SunTrust Bank, no more advances will be made available to the Debtors from the DIP loan except for the purpose of covering any payroll payments and related tax payments required to be made on or before July 18, 2014, in the event cash collateral is insufficient to make the payments. A further hearing on the motions will be held on July 17, 2014, at 9:30 a.m. As of the Filing Date, the Debtors are jointly and severally liable to several banks and other financial institutions and lenders, and SunTrust, in its capacity as administrative agent for the Lenders, in respect of the prepetition loan agreement in the approximate aggregate principal amount of $8.5 million. The Prepetition Lender asserts, and each Debtor stipulates that the prepetition obligations are secured by valid, enforceable, duly perfected liens and security interests granted by each Debtor in all or substantially all of the Debtors' assets. DIP Financing On June 10, 204, the Debtors entered into a senior secured debtor- in-possession loan agreement with SunTrust. A copy of the agreement is available for free at: http://bankrupt.com/misc/ANESTHESIAHEALTHCARE_50_financing.pdf A hearing was set for June 10, 2014, to consider the Debtor's motion for court order allowing the Debtor to obtain DIP financing. Pursuant to the Agreement, the DIP Lender will provide the Debtors a revolving credit facility in an aggregate principal amount of $450,000. The Debtors have agreed to provide the DIP Lender, in each case, with liens on the collateral. Each Debtor, on a joint and several basis, promises to pay the principal amount of all outstanding loans on the final maturity date, which is (i) Aug. 15, 2014; (ii) the consummation of any sale of all or substantially all of the assets of the Borrowers pursuant to Section 363 of the Bankruptcy Code, (iii) if the final order has not been entered, the date that is 25 calendar days after June 10, 2014, the closing date, and (iv) the date of the acceleration of the loans and the termination of the commitment pursuant to Section 10. The Debtors will have the right to make prepayments of principal at any time or from time to time, provided that: (i) the Debtors will give the DIP Lender irrevocable notice of each prepayment by 12:00 noon Atlanta, Georgia time on the date of prepayment of a loan; and (ii) all prepayments of loans will be in a minimum amount equal to the lesser of $25,000 or the unpaid principal amount of this Agreement. The Debtors, jointly and severally, promise to pay interest on the unpaid balance of the principal amount of each loan for the period commencing with the date of the loan was made and ending on the Final Maturity Date at a floating rate per annum equal to the prime rate applicable to the loan plus 5.50%. After the occurrence of an event of default, all outstanding principal will bear interest from and including the date of the event of default until paid in full at a rate per annum equal to the default rate, such interest to be payable on demand. Interest will be due and payable on the Final Maturity Date and will be calculated on the basis of a year of 360 days for the actual number of days elapsed. Cash Collateral Use In the Court's June 11, 2014 third interim order, the Court allowed the Debtor to grant, in exchange for the Debtors' use of cash collateral, the following adequate protection for any diminution in the value of its interests in the prepetition collateral from and after the filing date: (a) replacement liens; (b) if, and to the extent that, the replacement liens and adequate protection payments are insufficient to provide adequate protection for Prepetition Lender, the Prepetition Lender will be granted allowed superpriority claims against the Debtors' estates, with priority in payment over any and all administrative expenses, and will at all times be senior to the rights of each Debtor, and any successor trustee or any creditor, in the Chapter 11 cases or any subsequent proceedings under the Bankruptcy Code. Other than the DIP superpriority claims, no cost or expense of administration asserted against the Debtors' will be senior to, or pari passu with, the Prepetition Lender superpriority claims; (c) the Debtors will pay the Prepetition Lender in an amount equal to all postpetition interest accruing after the Filing Date with respect to the prepetition obligations, with the interest to be calculated at the non-default contract rate at the Adjusted LIBO Rate for the applicable interest period in effect for each Eurodollar Loan plus 6.5%, as set forth in the prepetition loan agreement. The Debtors will pay the Prepetition Lender the postpetition interest amounts reflected in the budget on or before the 15th of each month commencing June 15, 2014; and (d) the Debtors will pay the reasonable postpetition out-of- pocket costs and expenses incurred by the Prepetition Lender. The Prepetition Lender consents to the deferral of payment until Aug. 15, 2014 of (i) postpetition interest on the prepetition loan otherwise to be due and payable on June 15, 2014, and July 15, 2014, and (ii) bank fees otherwise to be paid pursuant to the budget for the months of May, June and July, at which Aug. 15 date any postpetition interest and bank fees deferred will then be due and payable. Previous Interim Orders On June 6, 2014, the Court entered a second interim order allowing the Debtors' cash collateral use until June 10, 2014. In the third interim order dated June 11, 2014, the Court authorized the Debtor to obtain DIP financing, and to use cash collateral until Aug. 15, 2014. On July 2, 2014, the Court entered its fourth interim order, which stated that the interim financing order would remain in effect until July 11, 2014. A hearing was set for July 10, 2014, at 1:30 p.m. Need for DIP loan and Use of Cash Collateral The Debtors have an immediate need to obtain the DIP loan and use cash collateral in order to, among other things, permit the orderly continuation of the operation of their businesses and to otherwise preserve the enterprise value of the Debtors' estates. The Debtors' access to sufficient working capital and liquidity through the use of cash collateral and advances under the DIP loan is vital to a successful sale or reorganization of the Debtors, and to otherwise preserve the enterprise value of the Debtors' estates. Immediate and irreparable harm will be caused to the Debtors and their estates if immediate financing is not obtained and permission to use cash collateral is not granted. About Anesthesia Healthcare Anesthesia Healthcare Partners, Inc., filed a bare-bones Chapter 11 petition (Bankr. N.D. Ga. Case No. 14-59631) in Atlanta on May 15, 2014. The case is assigned to Judge Wendy L. Hagenau. The Debtor is represented by Theodore N. Stapleton, Esq., at Theodore N. Stapleton, P.C., in Atlanta. Sean Lynch of Suwannee, Georgia, the CEO of the company, owns 100% of the common stock. In its schedules, the Debtor listed $19,632,440 in total assets and $11,827,716 in total liabilities. ANPATH GROUP: Incurs $4.7 Million Net Loss in Fiscal 2014 --------------------------------------------------------- Anpath Group, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $4.74 million on $0 of revenues for the year ended March 31, 2014, as compared with a net loss of $238,374 on $3,608 of revenues for the year ended March 31, 2013. As of March 31, 2014, the Company had $27,280 in total assets, $375,939 in total liabilities and a $348,659 total stockholders' deficit. Malone Bailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that Anpath suffered losses from operations and has a working capital deficiency, which raises substantial doubt about its ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://goo.gl/9CIP4I About Anpath Group Based in Mooresville, N.C., Anpath Group, Inc. (OTC BB: ANPG) -- http://www.anpathgroup.com/-- through its wholly-owned subsidiary EnviroSystems, Inc., produces disinfecting, sanitizing and cleaning products designed to help prevent the spread of infectious microorganisms, while minimizing the harmful effects to people, application surfaces and the environment. The Company filed for Chapter 11 bankruptcy protection on May 20, 2010 (Bankr. D. Del. Case No. 10-11652), pursuant to which it proposed a plan of reorganization. Mark E. Felger, Esq., at Cozen O'Connor, assists the Company in its restructuring effort. The Company disclosed $1,548,646 in assets and $3,536,825 in Liabilities in its schedules. The Plan proposed a restructuring of the debt and other claims against the Company vis-a-vis the interests of its current shareholders. Before it was filed, the Company sought the support of its principal creditors for the Plan that was being proposed. In connection with this initiative, a super-majority of the Senior Secured Class of creditors, including Anpath Lending, and a super- majority of the investors holding more than 50% of the Convertible Notes all signed the Plan Support Agreement. Anpath Group emerged from its Chapter 11 restructuring on Dec. 23, 2010. On Dec. 28, 2010, Anpath Group suspended its duty to file reports with the SEC. The Company, on Feb. 19, 2014, filed with the SEC a Form 10 to register its securities. As a result of the filing, the Company is now obligated to file reports under Section 13 of the Exchange Act. APOLLO MEDICAL: Issues 200,000 Options to Warren Hosseinion ----------------------------------------------------------- In connection with his service as an executive officer and member of the Board of Directors of Apollo Medical Holdings, Inc., on July 10, 2014, the Company issued options to purchase 200,000 shares of Common Stock of the Company to Dr. Warren Hosseinion, which options will have an exercise price of $1.00 and will vest evenly and monthly over a three year period from the date of the option grant. About Apollo Medical Glendale, Calif.-based Apollo Medical Holdings, Inc., provides hospitalist services in the Greater Los Angeles, California area. Hospitalist medicine is organized around the admission and care of patients in an inpatient facility such as a hospital or skilled nursing facility and is focused on providing, managing and coordinating the care of hospitalized patients. Apollo Medical reported a net loss of $4.55 million for the year ended Jan. 31, 2014, following a net loss of $8.90 million for the year ended Jan. 31, 2013. As of Jan. 31, 2014, the Company's balance sheet showed $3.95 million in total assets, $5.65 million in total liabilities and a $1.69 million total stockholders' deficit. AS SEEN ON TV: Chief Financial Officer to Quit ---------------------------------------------- Mr. Dennis W. Healey, As Seen On TV, Inc.'s chief financial officer and a member of the Company's Board of Directors, tendered his resignation from all positions with the company, to become effective on Aug. 8, 2014. About As Seen on TV Clearwater, Fla.-based As Seen On TV, Inc., is a direct response marketing company. It identifies, develops, and markets consumer products. As reported by the TCR on Nov. 6, 2012, As Seen On TV entered into an Agreement and Plan of Merger with eDiets Acquisition Company ("Merger Sub"), eDiets.com, Inc., and certain other individuals. Pursuant to the Merger Agreement, Merger Sub will merge with and into eDiets.com, and eDiets.com will continue as the surviving corporation and a wholly-owned subsidiary of the Company. The Merger Agreement was completed on April 2, 2014. The Company incurred a net loss of $9.32 million on $1.98 million of revenues for the year ended March 31, 2014, as compared with net income of $3.69 million on $9.40 million of revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $5.78 million in total assets, $3.58 million in total liabilities and $2.20 million in total stockholders' equity. EisnerAmper LLP, in Iselin, New Jersey, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company's recurring losses from operations and negative cash flows from operations raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "At March 31, 2014, we had a cash balance of $5,400, a working capital deficit of approximately $2.9 million and an accumulated deficit of approximately $22.9 million. We have experienced losses from operations since our inception, and we have relied on a series of private placements and convertible debentures to fund our operations. The Company cannot predict how long it will continue to incur losses or whether it will ever become profitable. Pursuant to a Senior Note Purchase Agreement dated as of April 3, 2014, by and among the Company, IBI, Infusion, eDiets.com, Inc., Tru Hair, Inc., TV Goods Holding Corporation, Ronco Funding LLC (collectively, the "Credit Parties"), and MIG7 Infusion, LLC (?MIG7? and such agreement, the "Note Purchase Agreement"), the Credit Parties sold to MIG7 a senior secured note having a principal amount of $10,180,000 bearing interest at 14% and having a maturity date of April 3, 2015 (the "MIG7 Note"). See Note 15. We have undertaken, and will continue to implement, various measures to address our financial condition, including: * Significantly curtailing costs and consolidating operations, where feasible. * Seeking debt, equity and other forms of financing, including funding through strategic partnerships. * Reducing operations to conserve cash. * Deferring certain marketing activities. * Investigating and pursuing transactions with third parties, including strategic transactions and relationships. There can be no assurance that we will be able to secure the additional funding we need. If our efforts to do so are unsuccessful, we will be required to further reduce or eliminate our operations and/or seek relief through a filing under the U.S. Bankruptcy Code," the Company stated in the Fiscal 2014 Annual Report. AURA SYSTEMS: Incurs $4 Million Net Loss in First Quarter --------------------------------------------------------- Aura Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4 million on $449,972 of net revenues for the three months ended May 31, 2014, as compared with a net loss of $2.97 million on $808,526 of net revenues for the same period last year. As of May 31, 2014, the Company had $1.61 million in total assets, $33.33 million in total liabilities and a $31.72 million total stockholders' deficit. The Company had cash of approximately $100,000 as of May 31, 2014. A full-text copy of the Form 10-Q is available for free at: http://is.gd/sRFwp1 About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sells the AuraGen(R), its patented mobile power generator that uses a prime mover such as the engine of a vehicle to generate power. Aura Systems incurred a net loss of $13.95 million for the year ended Feb. 28, 2014, as compared with a net loss of $15.14 million for the year ended Feb. 28, 2013. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. AUTOMATION CONTROL: Case Summary & 18 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Automation, Control and Information Systems Corporation 2611 W. 83rd Street Odessa, TX 79764 Case No.: 14-70081 Chapter 11 Petition Date: July 16, 2014 Court: United States Bankruptcy Court Western District of Texas (Midland) Debtor's Counsel: Max R. Tarbox, Esq. TARBOX LAW, PC 2301 Broadway Lubbock, TX 79401 Tel: (806) 686-4448 Fax: (806) 368-9785 Email: max@tarboxlaw.com meredith@tarboxlaw.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Salome Aguilar, owner. A list of the Debtor's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/txwb14-70081.pdf AVIS BUDGET: Parent Downgrade Event No Impact on Moody's Rating --------------------------------------------------------------- Moody's Investors Service announced that the occurrence of a QI Parent Downgrade Event under the Master Exchange Agreement would not, in and of itself and as of this time, result in the downgrade, the placement on review for possible downgrade or withdrawal of the ratings currently assigned to any outstanding series of notes issued by Avis Budget Rental Car Funding (AESOP) LLC (the Issuer), an affiliate of Avis Budget Car Rental LLC (B2, stable). AESOP Exchange Corporation (the QI) acts as a qualified intermediary to facilitate a like-kind exchange program via which the Issuer is able to replace vehicles in a manner that allows deferral of tax gains on vehicles sold in the United States. The QI is a wholly-owned subsidiary of JPMorgan Chase Bank N.A. (the QI Parent). The QI Parent has failed to maintain the ratings specified in the Master Exchange Agreement, resulting in the occurrence of a QI Parent Downgrade Event. In assessing the potential impact on the ratings of the notes, Moody's focused on the following factors: the limited credit risk exposure of the Issuer to the QI Parent, and the fact that the QI is a bankruptcy remote special purpose vehicle whose sole purpose is to facilitate the Issuer's like-kind exchange program. Moody's has determined that the QI Parent Downgrade Event, in and of itself and at this time, will not result in the downgrade, the placement on review for possible downgrade or withdrawal of the ratings currently assigned to the notes. However, Moody's opinion addresses only the credit impact associated with the QI Parent Downgrade Event, and Moody's is not expressing any opinion as to whether the QI Parent Downgrade Event has, or could have, other non-credit related effects that may have a detrimental impact on the interests of note holders and/or counterparties. BANK OF THE CAROLINAS: Posts $1.52-Mil. Net Loss in First Quarter ----------------------------------------------------------------- Bank of the Carolinas Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1.52 million on $3.75 million of total interest income for the three months ended March 31, 2014, compared with net income of $137,000 on $3.82 million of total interest income for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $428.05 million in total assets, $426.06 million in total liabilities, and stockholders' equity of $1.99 million. The Company incurred significant net losses in 2011 and 2012 primarily from the higher provisions for loan losses due to the significant level of nonperforming assets and increases in foreclosed real estate. While conditions improved in 2013 and into the first three months of 2014, the Company's expenses are still at an excessive level due to the term repurchase agreements, FDIC insurance premiums, and costs related to foreclosed real estate. The FDIC and the Commissioner issued the Consent Order in April 2011. The Company entered into a written agreement with the FRB in August 2011. The Company's independent registered public accounting firm issued a report with respect to the Company's audited financial statements for the fiscal year ended December 31, 2013, which contained an explanatory paragraph indicating that there is substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/lomA2t About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Turlington and Company, LLP, in Lexington, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2013, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss available to common stockholders of $2.33 million in 2013, a net loss available to common stockholders of $5.53 million in 2012 and a net loss available to common stockholders of $29.18 million in 2011. The Company's balance sheet at Dec. 31, 2013, showed $423.65 million in total assets, $421.90 million in total liabilities and $1.74 million in total stockholders' equity. BINGO.COM LTD: Has $352K Net Loss in First Quarter -------------------------------------------------- Bingo.com, Ltd., filed its quarterly report on Form 10-Q, disclosing a net loss of $352,692 on $548,471 of total revenue for the three months ended March 31, 2014, compared with a net loss of $471,189 on $590,199 of total revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $3.96 million in total assets, $239,737 in total liabilities, and stockholders' equity of $3.72 million. The Company said in the 10-Q filing that the application of the going concern basis is dependent upon the Company achieving profitable operations to generate sufficient cash flows to fund continued operations, or, in the absence of adequate cash flows from operations, obtaining additional financing. The Company has reported losses from operations for the quarters ended March 31, 2014 and 2013, and has an accumulated deficit of $17.11 million as at March 31, 2014. This raises substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/p7tNXt Bingo.com, Ltd., is in the business of owning and marketing a bingo based entertainment website that provides a variety of Internet games plus other forms of entertainment, including an online community, chat rooms, and more. Located at www.bingo.com, the Company has built one of the leading bingo portals on the Internet. The Company leases office facilities in Vancouver, British Columbia, Canada, The Valley, Anguilla, British West Indies and London, United Kingdom. BIOFUEL ENERGY: Has Rights Offering of $70-Mil. Common Shares ------------------------------------------------------------- BioFuel Energy Corp. previously reported that on June 10, 2014, it entered into a definitive transaction agreement with certain affiliates of Greenlight Capital, Inc., and James R. Brickman pursuant to the terms and subject to the conditions of which the Company will acquire the equity interests of JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP, for $275 million. To fund a portion of the Acquisition, the Company will conduct a registered offering of subscription rights to the holders of its common stock (other than Greenlight and certain affiliates of Third Point LLC) as of a record date to be determined, to purchase shares of the Company's common stock. The Company will also conduct a rights offering on a private, non-registered basis to Greenlight and Third Point. The Company expects to raise gross proceeds from the Rights Offering, the Private Rights Offering and the Additional Equity Investment of at least $70,000,000. Each subscription right will permit the holder of such right to purchase a certain number of shares of the Company's common stock. Each holder of a subscription right (other than Greenlight) that fully exercises its basic subscription privilege may also subscribe for a certain number of additional shares. The Backstop Agreements In connection with the Transaction Agreement and the Rights Offering, on July 15, 2014, the Company entered into a letter agreement with each of JMB Capital Partners Master Fund, L.P., Lonestar Partners, LP, North Run Master Fund, LP, and Scoggin LLC. Subject to the terms and conditions set forth in the Backstop Agreements, the Backstop Parties have severally agreed to purchase, substantially simultaneously with the completion of the Rights Offering, in the aggregate, all of the available shares of common stock not otherwise sold in the Rights Offering. The price per share paid by the Backstop Parties pursuant to the Backstop Agreements will be equal to the price paid by the other holders in the Rights Offering. No Backstop Party will receive compensation for its backstop commitment. Any shares of common stock purchased by the Backstop Parties pursuant to the Backstop Agreements will be purchased directly from the Company on a private basis. Notwithstanding the foregoing, the Backstop Agreements provide that no Backstop Party may acquire more than 4.99% of the Company's outstanding common stock as a result of its participation in its backstop commitment and, to the extent that the purchase of shares of common stock by a Backstop Party pursuant to a Backstop Agreement would result in such Backstop Party acquiring more than 4.99% of the Company's outstanding common stock upon the consummation of the Rights Offering, the Acquisition and the related transactions described in the Transaction Agreement, such Backstop Party's participation in its backstop commitment will be reduced accordingly. The Third Point Commitment Agreement On July 15, 2014, and in connection with the execution of the Transaction Agreement, the Company entered into a letter agreement with Third Point. Subject to the terms and conditions set forth in the Third Point Commitment Agreement, Third Point has agreed to participate in the Private Rights Offering for its full basic subscription privilege. Further, Third Point has agreed, subject to certain terms and conditions, to (1) fully exercise its Over- Subscription Privilege and (2) purchase substantially simultaneously with the completion of the Rights Offering all of the available shares not otherwise sold in the Rights Offering, in each case up to such amount that Third Point's aggregate ownership of the Company's outstanding common stock, after giving effect to the Acquisition and the related transactions described in the Transaction Agreement, equals approximately 16.7%, which is the approximate percentage of the Company's aggregate outstanding common stock and class B common stock owned by Third Point as of July 15, 2014. Third Point will receive priority allocation with respect to both its Over-Subscription Privilege and its backstop commitment, up to the Third Point Ownership Threshold. The price per share paid by Third Point pursuant to the Third Point Commitment Agreement will be equal to the price paid by the other holders in the Rights Offering. Third Point will not receive compensation for its commitment to pa rticipate in the Rights Offering or its backstop commitment. Any shares of common stock purchased by Third Point pursuant to its participation in the Private Rights Offering will be purchased directly from the Company on a private basis. The Greenlight Commitment Agreement On July 15, 2014, and in connection with the execution of the Transaction Agreement, the Company entered into a letter agreement with Greenlight. Subject to the terms and conditions set forth in the Greenlight Commitment Agreement, Greenlight has agreed, subject to certain terms and conditions, to participate in the Private Rights Offering for its full basic subscription privilege and to consummate the Additional Equity Investment (as defined below). The price per share of common stock paid by Greenlight pursuant to the Greenlight Commitment Agreement will be equal to the price paid by the other holders in the Rights Offering. Greenlight will not receive compensation for its commitment to participate in the Private Rights Offering or the Additional Equity Investment. Any shares of common stock purchased by Greenlight pursuant to its participation in the Private Rights Offering and the Additional Equity Investment will be purchased directly from the Company on a private basis. As of July 15, 2014, Greenlight held 780,958 units of limited liability interests in BioFuel Energy, LLC, a subsidiary of the Company, and an equal number of shares of the Company's class B common stock. LLC Units, together with a corresponding number of shares of the Company's class B common stock, are exchangeable for the Company's common stock on a one-for-one basis. Greenlight will not exchange its LLC Units for common stock on or prior to the record date for the Rights Offering and thus will not receive subscription rights in respect of its LLC Units in the Private Rights Offering. To allow Greenlight to avoid the dilution it would otherwise experience because it will not exchange its LLC Units for common stock before the record date for the Rights Offering, the Company has agreed to sell to Greenlight, and Greenlight has, subject to certain conditions, agreed to purchase from the Company substantially simultaneously with the consummation of the Acquisition, the number of shares of common stock it would have purchased pursuant to the Private Rights Offering had it exchanged all of its LLC Units for common stock on or prior to the record date for the Rights Offering and exercised all of the resulting basic subscription rights. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy incurred a net loss of $45.65 million in 2013, a net loss of $46.32 million in 2012 and a net loss of $10.36 million in 2011. As of Dec. 31, 2013, the Company had $15.65 million in total assets, $4.60 million in total liabilities and $11.05 million in total equity. BONANZA CREEK: Moody's Rates $300MM Unsecured Notes 'B3' -------------------------------------------------------- Moody's Investors Service assigned a B3 rating to Bonanza Creek Energy, Inc.'s (BCEI) proposed offering of $300 million senior unsecured notes. The B2 Corporate Family Rating (CFR), B2-PD Probability of Default Rating (PDR) and stable outlook are not affected by this action. Proceeds of the debt offering will be used to repay outstanding borrowings under the company's revolving credit facility and for general corporate purposes, which may include funding the company's drilling program and other capital expenditures. Assignments: Issuer: Bonanza Creek Energy, Inc. Senior Unsecured Regular Bond/Debenture, Assigned B3(LGD4) Outlook Actions: Outlook, unchanged at Stable "The notes offering will provide additional capital for the continued funding of the rapid development of BCEI's Wattenberg Field acreage in Colorado, providing substantial growth opportunities for the company," noted Andrew Brooks, Moody's Vice President. "While leverage metrics will weaken as a result of the additional debt, Moody's does not view this weakening to be a sustained increase in leverage, fully expecting leverage metrics to improve on higher production levels." Ratings Rationale The B3 rating on BCEI's senior unsecured notes reflects the subordination of the senior unsecured notes to BCEI's committed capital of $400 million under its secured borrowing base revolving credit facility's priority claim to the company's assets. The size of the claims relative to BCEI's outstanding senior unsecured notes results in the notes being rated one notch below the B2 CFR under Moody's Loss Given Default Methodology The B2 CFR reflects BCEI's growing size in terms of production and reserves, acknowledging the additional growth opportunities embedded in the company's Wattenberg acreage, which has become further enlarged by an additional 34,000 net acres through a cash and stock funded acquisition which closed July 8. The rating also reflects the company's strong cash margins derived from the high liquids content of its production both in its Rocky Mountain and Mid-Continent acreage, while factoring in the significant capital that is needed to further capitalize on the oil potential of its Wattenberg holdings. BCEI expects to outspend cash flow in 2014 and beyond, debt financing future deficits as it continues to grow production. While Moody's expects debt levels to increase as a result of the notes offering, relative debt leverage should return to levels consistent with that of its B2 CFR as higher production levels are achieved. The company operates virtually all of its proved reserves, providing a high degree of operational control, and affording it the flexibility to manage down its spending should market conditions pressure it to do so. BCEI's SGL-3 rating reflects Moody's view of adequate liquidity through 2015. The company will use proceeds of the notes offering to pay down the $230 million of borrowings outstanding as of July 11 under its secured revolving credit facility, whose balance includes the funding of the $174.2 million cash portion of BCEI's July 8 Wattenberg acquisition. Moody's expect the company's $575- $625 million capital spending program to generate a funding deficit in 2014, a portion of which will essentially be pre-funded by note proceeds. BCEI's $1.0 billion revolving credit facility provides for a $525 million borrowing base, $400 million of which is committed. The revolver is scheduled to mature in September 2017, and is secured by all assets. It requires the company to maintain a current ratio of at least 1x and a leverage ratio (debt/EBITDAX) of less than 4x. Moody's do not foresee any covenant issues through 2014. The rating outlook is stable, reflecting Moody's expectation that BCEI will return debt to average daily production to around $30,000 per Boe, and make relatively modest use of leverage to fund its growth. An upgrade would be considered should BCEI grow production towards 30,000 Boe per day while holding debt to average daily production below $25,000 per Boe. The rating could be downgraded if the company's drilling program in the Wattenberg fails to produce substantially higher results into 2015, or should debt leverage increase to over $30,000 per Boe of average daily production on a sustained basis. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 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. BOULDER BRANDS: Upsized Loan No Impact on Moody's 'B1' CFR ---------------------------------------------------------- Moody's Investors Service said that Boulder Brands, Inc's proposed amendment to its senior secured credit facilities is credit positive as it will improve the company's liquidity. The company's ratings, including its B1 Corporate Family Rating, are unchanged. 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. Boulder Brands is a consumer foods company that markets and manufactures a wide array of consumer food products for sale in the U.S., Canada and the United Kingdom, primarily for the "health conscious" market. The company generated revenue of $478 million for the twelve months ended March 31, 2014. CARDINAL RESOURCES: Amends 2013 Annual Report --------------------------------------------- Cardinal Resources Inc. filed with the U.S. Securities and Exchange Commission on May 21, 2014, an amendment to its annual report on Form 10-K for the year ended Dec. 31, 2013. MaloneBailey, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring loss from operations and has a working capital deficit. The Company reported reported a net loss of $991,712 on $2.56 million of sales in 2013, compared to a net loss of $609,789 on $1.28 million of sales in 2012. The Company's balance sheet at Dec. 31, 2013, showed $1.44 million in total assets, $2.68 million in total liabilities, and stockholders' deficit of $1.25 million. A copy of the Form 10-K/A is available at: http://is.gd/MDPrvS Cardinal Resources Inc. is engaged in environmental and engineering services business. The Company's services range from design of custom systems to water distribution systems, from regulatory considerations, to finding and assessing appropriate water supplies. The Company has provided remediation services in active and inactive industrial, mining, and waste disposal sites throughout the United States and around the world. The Company incorporates green infrastructure techniques that use natural systems or engineered systems to mimic natural landscapes to capture, clean, and reduce storm water runoff. The Company provides water supply service from concept through implementation. CASA CASUARINA: Gets Court Approval to Replace Attorney ------------------------------------------------------- The Hon. Laurel M. Isicoff of the U.S. Bankruptcy Court for the Southern District of Florida granted Casa Casuarina LLC to withdraw the appearance of Lawrence E. Pecan, Esq., as attorney at the law firm of Marshall Socarras Grant, P.L., and remove Mr. Pecan from all service lists. Mr. Pecan is no longer connected with the firm. The Court also granted the Debtor's request to substitute counsel. The Debtor selected: Joe M. Grant, Esq. MARSHALL SOCARRAS GRANT, P.L. 197 South Federal Highway, Suite 300 Boca Raton, Florida 33432 Tel: 866-361-1499 Fax: (561) 672-7581 E-mail: jgrant@msglaw.com About Casa Casuarina Casa Casuarina, LLC, owner of Gianni Versace's former South Beach mansion on Ocean Drive in Miami Beach, Florida, filed a Chapter 11 petition (Bankr. S.D. Fla. Case No. 13-25645) in Miami on July 1, 2013. Peter Loftin signed the petition as manager. Judge Laurel M. Isicoff presides over the case. The Debtor estimated assets of at least $50 million and debts of at least $10 million. Joe M. Grant, Esq., at Marwill Socarras Grant, P.L., serves as the Debtor's counsel. Until his Ponzi scheme fell apart in 2009, Scott Rothstein had controlled the company that owned the property. Herbert Stettin is the Chapter 11 trustee for Rothstein's law firm Rothstein Rosenfeldt Adler PA, which has been in Chapter 11 liquidation since November 2009. Before Casa Casuarina filed for bankruptcy, Mr. Stettin had reached agreement to settle his claim to partial ownership. In its schedules, the Debtor disclosed $79,005,976.66 in total assets and $32,506,799.29 in total liabilities as of the Petition Date. CELLULAR BIOMEDICINE: Incurs $446K Net Loss in First Quarter ------------------------------------------------------------ Cellular Biomedicine Group, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $446,531 on $1.7 million of total sales and revenue for the three months ended March 31, 2014, compared with a net loss of $5.42 million on $nil of total sales and revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $17.77 million in total assets, $1.82 million in total liabilities, and stockholders' equity of $15.95 million. The Company's Biomedicine segment is progressing along the developmental path management intended. As anticipated, this segment has incurred significant losses during the three months ended March 31, 2014; and is expected to continue from 2014 to 2017, before it complete its clinical trials to embark on commercialization of the cell therapy. The Company has experienced negative cash flows from operations since the inception of the Company, and has been funded with capital raises. These circumstances result in substantial doubt as to the ability of the Company to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/uxDXyQ About Cellular Biomedicine Group Cellular Biomedicine Group, Inc., formerly known as EastBridge Investment Group Corp., develops proprietary cell therapies for the treatment of certain degenerative diseases and cancers. The Company's developmental stem cell, progenitor cell, and immune cell projects are the result of research and development by scientists and doctors from China and the United States. The Company's flagship GMP facility, consisting of eight independent cell production lines, is designed, certified and managed according to U.S. standards. To learn more about CBMG, please visit: http://www.cellbiomedgroup.com/ Tarvaran Askelson & Company, LLP, in Laguna Niguel, California, expressed substantial doubt about EastBridge Investment's ability to continue as a going concern, following its audit of the Company's financial statements for the fiscal year ended Dec. 31, 2011. The independent auditors noted that the Company has incurred significant losses and that the Company's viability is dependent upon its ability to obtain future financing and the success of its future operations. The Company's balance sheet at Sept. 30, 2012, showed $6.7 million in total assets, $4.5 million in total liabilities, and stockholders' equity of $2.2 million. CENTURYTOUCH LTD: Reports $82K Net Loss for First Quarter --------------------------------------------------------- CenturyTouch Ltd. Inc. filed its quarterly report on Form 10-Q disclosing a net loss of $82,645 on $76,824 of rental income for the three months ended Dec. 31, 2013, compared with a net loss of $77,466 on $63,559 of rental income for the same period in 2012. The Company's balance sheet at Dec. 31, 2013, showed $4.37 million in total assets, $4.81 million in total liabilities, and stockholders' deficit of $445,912. As of Dec. 31, 2013, the Company had net working capital deficiency of $2.66 million and accumulated deficit of $688,647, and required capital for its contemplated operation and marketing activities to take place. The Company's ability to raise additional capital through the future issuances of common stock is unknown. The obtainment of additional financing, the successful development of the Company's contemplated plan of operations, and its transition, ultimately, to the attainment of profitable operations are necessary for the Company to continue operations. The ability to successfully resolve these factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/rVieyC CenturyTouch Ltd., Inc., owns and operates retail and multifamily properties in the Midlands area of England. The company was founded in 2010 and is headquartered in Grantham, the United Kingdom. CHA CHA ENTERPRISES: Has Standstill Accord With Mi Pueblo & NUCP ---------------------------------------------------------------- Bankruptcy Judge Arthur S. Weissbrodt approved a standstill agreement among reorganized Debtor Cha Cha Enterprises, LLC, reorganized Debtor Mi Pueblo, LLC (case no. 13-53893-ASW), the creditors' representative appointed for Mi Pueblo's general unsecured creditors pursuant to the confirmed plan of reorganization in the Mi Pueblo bankruptcy case, and NUCP Turlock, LLC,. The agreement relates to objections to claim, relief from stay in the Mi Pueblo bankruptcy case, and discovery in Cha Cha's case. Judge Weissbrodt presides in both cases. On October 23, 2013, NUCP filed a Motion for Relief from Automatic Stay in the Mi Pueblo bankruptcy case. On November 26, 2013, NUCP filed Claim Nos. 59-1 and 59-2 in the Mi Pueblo bankruptcy case and Claim No. 9-1 in the Cha Cha bankruptcy case. Mi Pueblo and Cha Cha objected to those Claims. NUCP opposes the Claim Objections. Mi Pueblo and Cha Cha, on one hand, and NUCP, on the other hand, have served discovery on each other in connection with the Claim Proceedings. Plan Related Proceedings On April 25, 2014, Mi Pueblo and Cha Cha each filed a Debtor's First Amended Plan of Reorganization and accompanying Disclosure Statement in their respective bankruptcy cases and related disclosure statements. The Court approved, on a provisional basis, the Disclosure Statement. According to the Plan and Disclosure Statement, Victory Park is providing Cha Cha with $24.5 million in exit financing. Cha Cha, in exchange for a 50% equity interest in Reorganized Mi Pueblo, will contribute to Mi Pueblo (directly or indirectly) the following: (a) a loan from certain of the proceeds of its exit financing evidenced by two promissory notes totaling approximately $19.2 million, comprised of a subordinated secured promissory note from Reorganized Mi Pueblo in the approximate amount of $2.2 million and a subordinated unsecured note from NewCo in the approximate amount of $17 million, which amount will then be contributed to Reorganized Mi Pueblo; (b) its check cashing business; (c) the real property leases related to certain subleased property as well as lease/license agreements for space in Mi Pueblo stores; and (d) a release for Cha Cha's approximately $14 million claim against Mi Pueblo. In addition, Cha Cha will pledge all of its assets on a senior basis to secure $24.5 million in exit financing to be provided by Victory Park and on a junior basis to guaranty the $31.5 million in exit financing to be provided by Victory Park to Mi Pueblo, which amounts will be used to assist Mi Pueblo and Cha Cha in their respective reorganizations. All Administrative Claims, Priority Claims and Convenience Class Claims ($10,000 or less) will be paid in full on the Effective Date of the Plan or as soon thereafter as such Claim becomes an Allowed Claim. General Unsecured Claim will receive a pro rata portion of the GUC Note in the amount of $5,975,000 which is expected to be paid approximately three years after the Effective Date. Cha Cha indicated that the pace of the Confirmation procedures is necessitated by several factors. First, Mi Pueblo must post by June 1, 2014, the first $3.5 million of a $7.5 million letter of credit required by its insurer to maintain worker's compensation insurance coverage. Mi Pueblo's worker's compensation coverage has a significant deductible meaning it is mostly self-insured with catastrophic coverage. Mi Pueblo will not have sufficient cash to post the bond without exit financing. Mi Pueblo has not found an alternative, as full insurance with a minimal or no deductible is prohibitively expensive. Second, Mi Pueblo continues to operate without the trade terms that it would want or expect for a business that was operating in the ordinary course. Mi Pueblo is unable to implement some key initiatives because doing so requires the capital infusion which it will receive as part of the exit facility and the commitments and concessions from third parties that are expected after exit. Third, the bankruptcy process is expensive in terms of actual costs and the time and energy company personnel are required to spend. Cha Cha, Mi Pueblo and Victory Park have been focused on exiting bankruptcy as quickly as possible to effectuate the initiatives, minimize costs imposed by the bankruptcy process, and address the worker's compensation letter of credit requirement. Cha Cha noted that its most significant tenant is Mi Pueblo and their success (and continued ability to pay rent) benefits Cha Cha as the landlord. The Mi Pueblo plan contemplates the transfer of 50% of the ownership of reorganized Mi Pueblo in exchange for a collection of assets from Cha Cha, including financing that will be funded from exit financing that Cha Cha will receive upon its exit from bankruptcy. Consequently, both chapter 11 plans need to become effective at the same time. In a memorandum of points and authorities and omnibus reply in support of confirmation dated May 9, the Debtor said that under the Plan, all Administrative Claims and Priority Claims will be paid in full on the Effective Date of the Plan or soon thereafter as such claim becomes an Allowed Claim. Class 4 Convenience Claims ($10,000 or less) will be paid in full on account of such claims 180 days after the Effective Date without interest. Class 3 General Unsecured Claims is comprised of two insider claims and the claim of NUCP Turlock, LLC that relies on claimant proving its unsupported disputed alter ego theory and a creditor Cha Cha asserts has improper motives and no legitimate claim against Cha Cha. Class 3 General Unsecured Claims will receive a pro rata portion of the GUC Note in the amount of $5,975,000 (estimated distribution range if allowed 35% to 82% depending on allowed amount, if any), which is expected to be paid approximately three years after the Effective Date. NUCP opposed confirmation of the Plans, and on April 28 filed a Motion to Designate Certain Insider Votes. Plan objections were also filed by Wells Fargo Bank, N.A., and the U.S. Trustee. Wells Fargo said certain matters must be resolved or clarified, including Cha Cha's expressed reservation of claims and Causes of Action against or related to all Entities who assert or may assert that the Debtor or Reorganized Debtor owe money to them." The U.S. Trustee for Region 17, Tracy Hope Davis, said the Plan provides broad releases and exculpation of numerous third parties, including insiders of the Debtor. Fleming Business Park, LLC (Milpitas Landlord) objected to the adequacy of disclosure statement, stating that: (i) the Debtors improperly seek authority to assume and assign or reject leases beyond the confirmation date of the proposed plan; and (ii) the proposed post-confirmation assumption or rejection of leases potentially disenfranchises landlord creditors from the plan process and fails to provide other creditors with adequate information. The Milpitas Landlord is the lessor of Cha Cha with respect to the Debtor's warehouse and distribution facility at 1025 Montague Expressway, Milpitas, California, pursuant to a written Standard Industrial Lease dated Oct. 10, 2006, as subsequently amended. The term of the Warehouse Lease is currently scheduled to expire on Dec. 31, 2016. Pursuant to a stipulation, Cha Cha's deadline to assume or reject the Lease had been extended to June 17, 2014. NUCO also objected to the Disclosure Statement stating that the Disclosure Statement must be revised to provide disclosures about the relationship between Cha Cha, Mi Pueblo and their joint owner, Juvenal Chavez. The U.S. Trustee also said the Disclosure Statement does not contain adequate information as required under Bankruptcy Code Sections 1125(a) and (b). The U.S. Trustee had talked with counsel for the Debtor, Mi Pueblo and Victory Park about these objections, some of which have been resolved. Confirmation Appeal On May 14, 2014, the Bankruptcy Court held a confirmation hearing on both Plans and a hearing on the Motion to Designate. The Court confirmed both Plans and denied the Motion to Designate. On May 23, the Court entered orders confirming the Plans and denying the Motion to Designate. On May 27, 2014, NUCP filed in each of the Mi Pueblo and Cha Cha bankruptcy cases its Notice of Appeal from the confirmation order. NUCP also filed a Notice of Appeal from the Order Denying the Motion to Designate. Consummation of the Plans was not stayed. On May 30, 2014, Mi Pueblo and Cha Cha each filed and served a Notice in which they advised all creditors and parties in interest that "on May 30, 2014, the Effective Date under the Plan occurred and . . . [the Debtor] consummated the transactions contemplated under the Plan." The Mi Pueblo Plan appointed a Creditors' Representative with, among other powers, the sole authority to file, withdraw, or litigate to judgment objections to [General Unsecured Claims] and to settle or compromise any Disputed [General Unsecured Claims]. Hearings on the Claim Proceedings were set in each of the Mi Pueblo and Cha Cha bankruptcy cases for June 10, 2014 (on the Claim Objections) and June 11 (on the Stay Relief Motion), but were taken off calendar at the joint request of counsel for the parties involved. Discovery on the Claim Objections remains outstanding from each side. Standstill Agreement The parties now agree to minimize the expenditure of legal resources while the NUCP Appeals are pending. They have decided that: 1. The Claim Proceedings will not be prosecuted by any of the parties through any filing or hearing until a Final Order has been entered on the NUCP Appeals or the termination of Standstill Agreement, whichever occurs first. 2. The Claim Objections and the Stay Relief Motion will be dropped from the Court's calendar immediately subject to being restored through a notice resetting any or all of the Claim Proceedings on regular notice, but only when the standstill implemented by the Agreement has terminated. The notice may be filed and served by (a) either NUCP or the Creditors' Representative with respect to the Claims Objection in the Mi Pueblo bankruptcy case, (b) either NUCP or Mi Pueblo with respect to the Stay Relief Motion, or (c) either NUCP or Cha Cha with respect to the Cha Cha bankruptcy case. 3. All discovery outstanding in or related to the Claim Proceedings is stayed, and no party to the Agreement shall be required to respond to any discovery now pending or subsequently interposed until 30 days after the standstill has terminated. 4. The standstill will terminate automatically upon the earliest to occur of the following: (a) all of the NUCP Appeals have been fully and finally resolved or disposed of by Final Order of the District Court, or (b) 60 days after the filing and service of a notice to terminate the Standstill Agreement that is filed and served no earlier than September 1, 2014, by (i) either NUCP or the Creditors' Representative with respect to the Claims Objection in the Mi Pueblo bankruptcy case, (ii) either NUCP or Mi Pueblo with respect to the Stay Relief Motion, or (iii) either NUCP or Cha Cha with respect to the Cha Cha bankruptcy case. Copies of the Disclosure Statements and supplement are available for free at: http://bankrupt.com/misc/CHACHAENTERPRISES_258_ds.pdf http://bankrupt.com/misc/CHACHAENTERPRISES_272_1ds.pdf http://bankrupt.com/misc/CHACHAENTERPRISES_307_plansupp.pdf Reorganized Debtor Mi Pueblo, LLC is represented by: Wendy W. Smith, Esq. BINDER & MALTER LLP 2775 Park Ave Santa Clara, CA 95050 E-mail: wendy@bindermalter.com Attorneys for Reorganized Cha Cha Enterprises, LLC, are: Paul J. Pascuzzi, Esq. Jason E. Rios, Esq. Jennifer E. Niemann, Esq. FELDERSTEIN FITZGERALD WILLOUGHBY & PASCUZZI LLP 400 Capitol Mall, Suite 1750 Sacramento, CA 95814 Telephone: (916) 329-7400 Facsimile: (916) 329-7435 E-mail: ppascuzzi@ffwplaw.com jniemann@ffwplaw.com Counsel to the Creditors' Representative is: Eric D. Goldberg, Esq. GORDON SILVER 1901 Avenue of the Stars Los Angeles, CA 90067 Tel: 310-201-5974 E-mail: EGoldberg@gordonsilver.com Attorney for NUCP Turlock LLC is: Steven N. Holland, Esq. RING HUNTER HOLLAND & SCHENONE LLP 985 Moraga Road, Suite 210 Lafayette, CA Tel: 925-226-8250 925-226-8248 (Direct) E-mail: sholland@rhhslaw.com Wells Fargo Bank, N.A., is represented by: Robert B. Kaplan, P.C. Nicolas De Lancie, Esq. JEFFER MANGELS BUTLER & MITCHELL LLP Two Embarcadero Center, Fifth Floor San Francisco, CA 94111-3813 Tel: (415) 398-8080 Fax: (415) 398-5584 The Milpitas Landlord is represented by: William W. Huckins, Esq. Ivan M. Gold, Esq. ALLEN MATKINS LECK GAMBLE MALLORY & NATSIS LLP Three Embarcadero Center, 12th Floor San Francisco, CA 94111-4074 Tel: (415) 837-1515 Fax: (415) 837-1516 About Cha Cha Enterprises Cha Cha Enterprises, LLC, is a California limited liability company formed in 1998 to purchase a fee interest in property located at 1775 Story Road, San Jose, California and a leasehold interest in property located at 1745 Story Road in San Jose. Cha Cha's primary business is the rental of real property. Cha Cha filed a Chapter 11 petition (Bankr. N.D. Cal. Case No. 13-53894) on July 22, 2013. The Debtor estimated at least $10 million in assets and liabilities. An affiliate, Mi Pueblo San Jose, Inc., sought Chapter 11 protection (Case No. 13-53893) on the same day. The cases are not jointly administered. CHRYSLER GROUP: Consumers Want TRW To Indemnify Defect ------------------------------------------------------ Law360 reported that the plaintiff in an Oklahoma class action against DaimlerChrysler Corp. over allegedly defective steering systems renewed her efforts to force TRW Automotive US LLC to indemnify Chrysler, arguing Chrysler's liquidating trust allowed her to pursue any claims it had against the parts maker. According to the report, plaintiff Rhonda Masquat had filed a similar request in 2012 for a declaratory judgment TRW, which manufactured the inner tie rod assembly used in Chrysler's allegedly defective rack and pinion steering system, has a duty to indemnify the automaker from any claims arising out of TRW's allegedly shoddy work. But that suit was stymied by an Oklahoma federal judge's ruling that Masquat had not yet proven Chrysler's liability in the underlying state suit, a required step in triggering indemnity, Law360 recalled. But Masquat said she had reached an agreement with the Old Carco Liquidating Trust, entitling her to pursue any claims Chrysler had against TRW, the report related. The case is Rhonda Masquat et al. v. TRW Automotive US LLC et al., case number 5:14-cv-00638, in the U.S. District Court for the Western District of Oklahoma. 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. CONSTAR INT'L: Seeks Extension of Exclusive Plan Filing Date ------------------------------------------------------------ Capsule International Holdings, LLC, f/k/a Constar International Holdings LLC, and its debtor affiliates ask the U.S. Bankruptcy Court for the District of Delaware to further extend their exclusive periods to file a Chapter 11 plan until Sept. 15, 2014, and to solicit acceptance of that plan until Nov. 14. The Debtors said in court papers that they need the additional time to allow them to effective the Official Committee of Unsecured Creditors' proposal of a plan of liquidation and solicitation of votes in support of that Plan. To recall, in March, the Court approved a term sheet, which embodies a compromise and resolution under which the Debtors agreed to terminate their exclusive right to file a plan and solicit acceptances thereto to permit the Committee to propose and solicit votes to accept its Chapter 11 plan for the Debtors. Following the approval of the term sheet, the Committee conducted an investigation of those claims and causes of action that needed to be disclosed in a disclosure statement. The Committee's investigation revealed various substantial claims that exist in favor of the Debtors' estates against certain parties and identified material, false statements or omissions made to the Court by one or more parties that may have had a meaningful damaging impact on the Chapter 11 cases. The Debtors believe that now that the Committee's investigative report has been filed, the Committee will be able to formulate and fund a Chapter 11 plan and finalize the liquidation of the company. The Committee believes that the investigation of the causes of action is the main issue that must be resolved before the Committee may propose a confirmable Chapter 11 plan. A hearing to consider approval of the request will be held on Aug. 15, 2014, at 10:00 a.m. (ET). Objections are due July 30. 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). COPYTELE INC: Raises $4 Million in Registered Direct Offering ------------------------------------------------------------- CopyTele, Inc., said it has raised $4 million via a registered direct offering of its common shares. Robert Berman, CTI's president and CEO stated, "This financing will further strengthen our balance sheet, help position the company for accelerated growth, and insure that we have the resources that we need to maximize returns from our 33 lawsuits, including our upcoming arbitration trial against AU Optronics which is scheduled for November of 2014." Alere Financial Partners, LLC, a division of Summer Street Research Partners, acted as the sole placement agent for the transaction. CTI and its subsidiary companies currently have 33 active lawsuits across 6 patent assertion programs, including E-Paper Electrophoretic Displays, Nano Field Emission Displays, Key Based Web Conferencing Encryption, J-Channel Window Frame Construction, Loyalty Conversion Systems, and Encrypted Cellular Communications. Three of CTI's patent assertion programs have already begun to generate revenue. Additional information is available for free at: http://goo.gl/xubwNW About CopyTele Melville, N.Y.-based CopyTele, Inc.'s principal operations include the development, production and marketing of thin flat display technologies, including low-voltage phosphor color displays and low-power passive E-Paper(R) displays, and the development, production and marketing of multi-functional encryption products that provide information security for domestic and international users over several communications media. CopyTele incurred a net loss of $10.08 million for the year ended Oct. 31, 2013, as compared with a net loss of $4.25 million during the prior year. The Company's balance sheet at April 30, 2014, showed $10.50 million in total assets, $15.34 million in total liabilities and a $4.84 million total shareholders' deficiency. CROSSOVER FINANCIAL: Bankruptcy Judge Closes Case ------------------------------------------------- The Hon. Sidney B. Brooks of the U.S. Bankruptcy Court for the District of Colorado issued a final decree closing the Chapter 11 case of Crossover Financial LLC. As reported in the Troubled Company Reporter on April 3, 2014, Judge Brooks in March entered an order confirming Crossover Financial I, LLC's reorganization plan. The judge held in a March 20 order that the Fifth Amended Chapter 11 Plan of Reorganization dated Nov. 20, 2013, has satisfied the requirements for confirmation. According to the Plan, the secured claims of Colorado Capital Ventures, LLC, and Colorado Capital Ventures 2, LLC, are unimpaired. The secured claims of Allen and Vellone, P.C., and the noteholders are impaired. The noteholders will receive the balance of the proceeds of sale of the Debtor's real property on a pro rata basis of the principal amount of the respective promissory notes after the payment of unclassified administrative expenses and claims of Colorado Capital and Allen and Vellone. It is not expected that unsecured claims will receive any distributions. To the extent that potential litigation is commenced by the Debtor and results in any monetary recovery, the net monetary recovery (after deduction of any associated fees, costs, or other expenses) will be distributed the holders of unsecured claims on a pro rata basis. Mitchell Yellen, the sole member of the Debtor, will not receive any property under the Plan, and her membership interest will be cancelled. Copies of the confirmation order and the latest iteration of the Plan are available for free at http://is.gd/j4gtV1 About Crossover Financial I Crossover Financial I, LLC, based in Elizabeth, Colorado, was formed on Aug. 12, 2005. Mitchell B. Yellen is the manager and sole member. The Company was formed for the purpose of raising funds through a Private Placement Memorandum to be loaned to an entity known as HPR, LLC, in connection with the acquisition and development of 440 acres of real property located near Monument, Colorado. HPR consisted of three members: Colorado Commercial Builders, Inc. (37.5%); DJT, LLC (20.0%); and Yellen Family Partnership, LLLP (42.5%). Mitchell Yellen held an interest in the Yellen Family Partnership, LLLP. The project stalled primarily as a result of a collapse in the residential real estate development market in 2007 and potential developers pulled out of the project. There has been no further development activity on the Real Property since 2007. Faced with the prospect of a lengthy foreclosure proceeding, the Debtor entered into to an agreement with HPR whereby the Real Property was transferred to the Debtor by way of a deed-in-lieu of foreclosure. Upon acquiring the Real Property, the Debtor attempted to bring in additional developers to continue the project but those efforts were unsuccessful. The Company filed for Chapter 11 bankruptcy (Bankr. D. Colo. Case No. 11-24257) on June 15, 2011. Judge Sidney B. Brooks presides over the case. Stephen C. Nicholls, Esq., at Nicholls & Associates, P.C., in Denver, serves as bankruptcy counsel. In its petition, the Debtor estimated assets and debts of $10 million to $50 million. The petition was signed by Mitchell B. Yellen. Karen McClaflin of Home Source Realty, LLC, Colorado acts as real estate broker for the Estate. An official unsecured creditors committee has not been appointed. CRUMBS BAKE SHOP: Section 341(a) Meeting Set on Aug. 13 ------------------------------------------------------- A meeting of creditors in the bankruptcy case of Crumbs Bake Shop, Inc., will be held on Aug. 13, 2014, at 9:00 a.m. at Suite 1401, One Newark Center. Creditors have until Nov. 12, 2014, to submit their proofs of claim. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Crumbs Bake Shop, Inc., and 22 of its affiliates filed separate Chapter 11 bankruptcy petitions (Bankr. D. N.J. Lead Case No. 14- 24287) on July 11, 2014. John D. Ireland signed the petitions as chief financial officer. Crumbs Bake Shop estimated assets of $10 million to $50 million and the same range of liabilities. Cole, Schotz, Meisel, Forman & Leonard, P.A., acts as the Debtors' counsel. Prime Clerk LLC is the Debtors' claims and noticing agent. Judge Michael B. Kaplan oversees the jointly administered cases. CRYOPORT INC: To Issue 7.1 Million Shares Under Incentive Plan -------------------------------------------------------------- Cryoport, Inc., filed with the U.S. Securities and Exchange Commission a Form S-8 registration statement to register 7,100,000 shares of common stock issuable under the Company's 2011 Stock Incentive Plan. The proposed aggregate maximum offering price is $3.4 million. A full-text copy of the prospectus is available for free at http://goo.gl/G3k5mF About Cryoport Lake Forest, Calif.-based CryoPort, Inc. (OTC BB: CYRX) provides comprehensive solutions for frozen cold chain logistics, primarily in the life science industries. Its solutions afford new and reliable alternatives to currently existing products and services utilized for bio-pharmaceuticals and biologics, including in-vitro fertilization, cell lines, vaccines, tissue and other commodities requiring a reliable frozen solution. Cryoport reported a net loss of $19.56 million on $2.65 million of revenues for the year ended March 31, 2014, as compared with a net loss of $6.38 million on $1.10 million of revenues for the year ended March 31, 2013. The Company's balance sheet at March 31, 2014, showed $1.70 million in total assets, $4.01 million in total liabilities and a $2.30 million total stockholders' deficit. KMJ Corbin & Company LLP, in Costa Mesa, California, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring operating losses and has had negative cash flows from operations since inception. Although the Company has cash and cash equivalents of $369,581 at March 31, 2014, management has estimated that cash on hand, which include proceeds from convertible bridge notes received in the fourth quarter of fiscal 2014, will only be sufficient to allow the Company to continue its operations into the second quarter of fiscal 2015. These matters raise substantial doubt about the Company's ability to continue as a going concern. CSM BAKERY: S&P Keeps 'B+' 1st Lien Debt Rating Over $157MM Add-On ------------------------------------------------------------------ Standard & Poor's Ratings Services said that its 'B+' issue-level rating on CSM Bakery Solutions LLC's senior secured first-lien term loan remains unchanged after a proposed $157 million incremental addition to the term loan. The recovery rating on the proposed $850 million first-lien term loan due 2020 is '2', indicating S&P's expectation of substantial (70%-90%) recovery in the event of a payment default. In addition, the 'CCC+' issue-level rating on the company's senior secured second-lien term loan remains unchanged after a proposed $156 million incremental add-on. The recovery rating on the proposed $306 million second-lien term loan due 2021 is '6', indicating S&P's expectation of negligible (0%-10%) recovery in the event of a payment default. S&P expects the company to use the proceeds from the incremental term loans along with balance sheet cash to fund a EUR300 million (about $406 million) shareholder dividend. Following completion of the proposed transaction, CSM Bakery will have about $1.2 billion of total debt outstanding. The 'B' corporate credit rating and stable outlook on CSM Bakery, which are unaffected by the transaction, reflect S&P's view of the company's "highly leveraged" financial risk profile. The proposed $313 million of incremental term loans will increase CSM Bakery's leverage in the near term, but we expect credit measures will improve over the next year, primarily on EBITDA growth. The ratings also reflect S&P's view of the company's business risk profile as "weak." Key credit factors in S&P's business risk assessment include the company's narrow business focus in a highly competitive and fragmented industry, exposure to volatile commodity costs, and low--albeit improving--EBITDA margins. Other key credit factors include the company's breadth of product offerings within the bakery products and ingredients markets, geographic and customer diversification, and scale as one of the largest bakery supply companies in North America and Europe. CSM Bakery, with about $3.5 billion in net sales for the fiscal year ended Dec. 31, 2013, is one of the largest companies in the highly fragmented global bakery supply industry. The company produces and distributes a wide range of bakery products and ingredients for artisanal and industrial bakeries, and for in- store and out-of-home markets, operating in both North America and Europe. Given its good market share within a very fragmented industry, S&P believes it is one of the largest bakery suppliers in the U.S. market and the leader in Europe. S&P views the company as having good geographic and customer diversification, serving over 43,000 customers, with more than half of its net sales from North America and the rest in in Europe. The company is susceptible to inflationary cost pressures from raw materials, which has resulted in earnings volatility in recent years. RATINGS LIST CSM Bakery Solutions LLC Corporate credit rating B/Stable/-- Senior secured $850 mil. first-lien term loan due 2020 B+ Recovery rating 2 $306 mil. second-lien term loan due 2021 CCC+ Recovery rating 6 DETROIT, MI: Police Union Agrees to Tentative Contract ------------------------------------------------------ Nathan Bomey and Joe Guillen, writing for Detroit Free Press, reported that the City of Detroit reached a tentative contract with its largest police union, potentially resolving one of the city's last remaining labor disputes as it nears a potential exit from Chapter 9 bankruptcy. According to the report, the tentative deal -- reached in confidential mediation talks -- is a multiyear deal on wages, pensions and health care benefits, lead bankruptcy mediator Gerald Rosen said in a statement. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DETROIT, MI: Art Valuation Little Help To 'Grand Bargain' Foes -------------------------------------------------------------- Law360 reported that a sale of Detroit's rare art would likely generate less than $2 billion even if it survives the inevitable legal challenges, according to a report released that will figure prominently in an upcoming clash with creditors over the "grand bargain" charting the city's path out of bankruptcy while keeping the collection safe. According to Law360, commissioned by the Detroit Institute of the Arts, the report by art appraisal firm Artvest Partners LLC concluded that the artwork might be worth as much as $4.6 billion in absolute terms. Karen Pierog, writing for Reuters, reported that a sale of art works would raise less than $2 billion to pay the bankrupt city's creditors. Michael Plummer, an art expert hired by the city and the institute to evaluate the collection and ways to raise cash from it, concluded that litigation and market conditions would depress prices, Reuters said. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit listed more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. DEWEY & LEBOEUF: Trustee Presses "Urgency" in Bankruptcy Claims --------------------------------------------------------------- Christine Simmons, writing for New York Law Journal, reported that the liquidating trustee of defunct law firm Dewey & LeBoeuf is arguing his clawback suit against two former firm leaders should not be stayed while they face criminal charges because there is little overlap between the criminal and bankruptcy cases -- and because every delay diminishes recovery for creditors. "The trustee's urgency in pursuing these claims is heightened by the real risk that [Joel Sanders and Stephen DiCarmine's] assets will dry up while they scramble to defend themselves against the criminal charges and other potential lawsuits," the report cited trustee Alan Jacobs as saying in papers filed in Southern District Bankruptcy Court. About Dewey & LeBoeuf Dewey & LeBoeuf LLP sought Chapter 11 bankruptcy (Bankr. S.D.N.Y. Case No. 12-12321) to complete the wind-down of its operations. The firm had struggled with high debt and partner defections. Dewey disclosed debt of $245 million and assets of $193 million in its chapter 11 filing late evening on May 29, 2012. Dewey & LeBoeuf LLP operated as a prestigious, New York City- based, law firm that traced its roots to the 2007 merger of Dewey Ballantine LLP -- originally founded in 1909 as Root, Clark & Bird -- and LeBoeuf, Lamb, Green & MacCrae LLP -- originally founded in 1929. In recent years, more than 1,400 lawyers worked at the firm in numerous domestic and foreign offices. At its peak, Dewey employed about 2,000 people with 1,300 lawyers in 25 offices across the globe. When it filed for bankruptcy, only 150 employees were left to complete the wind-down of the business. Dewey's offices in Hong Kong and Beijing are being wound down. The partners of the separate partnership in England are in process of winding down the business in London and Paris, and administration proceedings in England were commenced May 28. All lawyers in the Madrid and Brussels offices have departed. Nearly all of the lawyers and staff of the Frankfurt office have departed, and the remaining personnel are preparing for the closure. The firm's office in Sao Paulo, Brazil, is being prepared for closure and the liquidation of the firm's local affiliate. The partners of the firm in the Johannesburg office, South Africa, are planning to wind down the practice. The firm's ownership interest in its practice in Warsaw, Poland, was sold to the firm of Greenberg Traurig PA on May 11 for $6 million. The Pension Benefit Guaranty Corp. took $2 million of the proceeds as part of a settlement. Judge Martin Glenn oversees the case. Albert Togut, Esq., at Togut, Segal & Segal LLP, represents the Debtor. Epiq Bankruptcy Solutions LLC serves as claims and notice agent. The petition was signed by Jonathan A. Mitchell, chief restructuring officer. JPMorgan Chase Bank, N.A., as Revolver Agent on behalf of the lenders under the Revolver Agreement, hired Kramer Levin Naftalis & Frankel LLP. JPMorgan, as Collateral Agent for the Revolver Lenders and the Noteholders, hired FTI Consulting and Gulf Atlantic Capital, as financial advisors. The Noteholders hired Bingham McCutchen LLP as counsel. The U.S. Trustee formed two committees -- one to represent unsecured creditors and the second to represent former Dewey partners. The creditors committee hired Brown Rudnick LLP led by Edward S. Weisfelner, Esq., as counsel. The Former Partners hired Tracy L. Klestadt, Esq., and Sean C. Southard, Esq., at Klestadt & Winters, LLP, as counsel. FTI Consulting, Inc. was appointed secured lender trustee for the Secured Lender Trust. Alan Jacobs of AMJ Advisors LLC, was named Dewey's liquidation trustee. Scott E. Ratner, Esq., Frank A. Oswald, Esq., David A. Paul, Esq., Steven S. Flores, Esq., at Togut, Segal & Segal LLP, serve as counsel to the Liquidation Trustee. Dewey's liquidating Chapter 11 plan was approved by the bankruptcy court in February 2013 and implemented in March. The plan created a trust to collect and distribute remaining assets. The firm estimated that midpoint recoveries for secured and unsecured creditors under the plan would be 58.4 percent and 9.1 percent, respectively. DIGITAL DOMAIN: Fla. Taps Conrad & Scherer to Recoup Funds ---------------------------------------------------------- Law360 reported that Florida Gov. Rick Scott's office said that it had hired Conrad & Scherer to file suit against production company Digital Domain, which filed for bankruptcy in 2012, to recoup all monies owed to the state including $20 million in incentive funding. According to Law360, a report conducted by the governor's chief inspector general last March found that Florida's state government bypassed its own approval process in awarding $20 million in economic incentives in 2009 to Digital Domain, but that no laws were violated and similar scenarios could not easily be prevented. The governor's office said that the funds were given under the premise that the company would create 500 jobs in St. Lucie County, but Digital Domain filed for bankruptcy and no jobs were created, the report related. About Digital Domain Port St. Lucie, Florida-based Digital Domain Media Group, Inc. -- http://www.digitaldomain.com/-- engaged in the creation of original content animation feature films, and development of computer-generated imagery for feature films and trans-media advertising primarily in the United States. Digital Domain Media Group, Inc. and 13 affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-12568) on Sept. 11, 2012, to sell its business for $15 million to Searchlight Capital Partners LP, subject to higher and better offers. The Company disclosed assets of $205 million and liabilities totaling $214 million. The Debtors also have sought ancillary relief in Canada, pursuant to the Companies' Creditors Arrangement Act in the Supreme Court of British Columbia, Vancouver Registry. Attorneys at Pachulski Stang Ziehl & Jones serve as counsel to the Debtors. FTI Consulting, Inc.'s Michael Katzenstein is the chief restructuring officer. Kurtzman Carson Consultants LLC is the claims and notice agent. An official committee of unsecured creditors appointed in the case is represented by lawyers at Sullivan Hazeltine Allinson LLC and Brown Rudnick LLP. At a bankruptcy auction, the principal part of the business was purchased by a joint venture between Galloping Horse America LLC, an affiliate of Beijing Galloping Horse Co., and an affiliate of Reliance Capital Ltd., based in Mumbai. The $36.7 million total value of the contact includes $3.6 million to cure defaults on contracts and $2.9 million in reimbursement of payroll costs. As the result of a settlement negotiated by the unsecured creditors' committee with secured lenders, there will be some recovery for the committee's constituency. DOMUM LOCIS: Section 341(a) Meeting Scheduled for Aug. 22 --------------------------------------------------------- Note, as indicated in my previous draft submission, there is inconsistency in the spelling of the Company name. Domun Locis in the docket and Domum Locis in all court documents submitted with the Court. Again, I continue using Domum Locis. A meeting of creditors in the bankruptcy case of Domum Locis LLC will be held on Aug. 22, 2014, at 1:15 p.m. at RM 7, 915 Wilshire Blvd., 10th Floor, in Los Angeles, California. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Domum Locis LLC filed a Chapter 11 bankruptcy petition (Bankr. C.D. Calif. Case No. 14-23301) on July 11, 2014. Michael J. Kilroy signed the petition as managing member. The Debtor estimated assets and liabilities of at least $10 million. Cypress LLP serves as the Debtor's counsel. Judge Robert N. Kwan presides over the case. EAGLE BULK: Incurs $22.59-Mil. Net Loss in Q1 Ended March 31 ------------------------------------------------------------ Eagle Bulk Shipping Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $22.59 million on $45.79 million of revenues for the three months ended March 31, 2014, compared with net income of $1.37 million on $72.22 million of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.7 billion in total assets, $1.2 billion in total liabilities, and stockholders' equity of $506.78 million. Eagle Bulk Shipping Inc. on April 30 disclosed that the Company has entered into a second amendment to its previously reported Waiver and Forbearance Agreement in order to facilitate continued discussions between the Company and the Lenders under its Fourth Amended and Restated Credit Facility. Under the terms of the Waiver, the Lenders agreed to waive until June 30, 2014 certain potential events of default, subject to the Company's compliance with certain terms, conditions and milestones as set forth in the Waiver. The Waiver remains in effect on substantially the same terms and conditions, with certain modifications as set forth in the amendments. There can be no assurance that the Company will be able to comply with such terms, conditions and milestones, particularly those that are outside of the Company's exclusive control. If the Company cannot comply with the terms and reach an agreement with the Majority Lenders in the time frames provided, its lenders could accelerate its indebtedness and foreclose the Company's liens on its vessels, which causes the Company to conclude that there is substantial doubt about its ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/zEqCnD Eagle Bulk Shipping Inc. is a New York-based owner of oceangoing vessels that transport major and mine bulk cargoes, including iron ore, coal, grain, cement and fertilizer, along worldwide shipping routes. The Company currently owns and operates a fleet of 45 oceangoing vessels, 43 Supramax and 2 Handymax. EL MONTE PUBLIC: S&P Lowers 2007 TABs Rating to 'BB+' ----------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on El Monte Public Financing Authority, Calif.'s series 2007 senior tax allocation bonds (TABs) to 'BB+' from 'BBB'. The outlook is stable. "The downgrade reflects our view of the agency's multiple year dependence on city loans for its semiannual debt service payments on the 2007 senior bonds, prioritization of repayment of city cash flow loans above debt service on both its senior and subordinate bonds, as well as its mismanagement of cash post-dissolution, particularly its use of redevelopment property tax trust fund distributions to pay non-enforceable obligations," said Standard Poor's credit analyst Cody Nelson. The successor agency's (SA) dependence on city loans for debt service payments stems from the 2012 draw on the 2007 TABs' debt service reserve. In fiscal 2012, S&P understands that the SA did not set aside prior revenue pledged for the payment of the 2007 TABs and was, therefore, forced to draw $564,000 from the cash- funded debt service reserve fund for the 2007 TABs; $414,000 of this amount was pulled from the debt service reserve for the senior 2007 TABs. During the July through December 2012 period, the debt service reserves were refilled as anticipated, but after refilling the reserves, available funds were insufficient to make the Dec. 1, 2012 debt service payment. This was partly due to the California Department of Finance (DoF) requesting a $364,000 true- up payment from the agency in July of 2012. The SA was unable to set aside reserve amounts from its June 1, 2012 disbursement for its May debt service payment because of the need to refill debt service reserves and to make the state-demanded true-up payment. ENERGY FUTURE: 2nd Lien Settlement Expiration Date Extended ----------------------------------------------------------- Energy Future Intermediate Holding Company LLC ("EFIH"), a wholly- owned subsidiary of Energy Future Holdings Corp. ("EFH Corp."), and EFIH Finance Inc. ("EFIH Finance" and together with EFIH, the "Issuer") on July 14 disclosed that the expiration date of its previously announced offer (the "Offer") to purchase EFIH Second Lien Notes (as defined below) for cash as a voluntary settlement with respect to the Issuer?s obligations under the EFIH Second Lien Notes (such settlement, the "EFIH Second Lien Settlement") has been extended to 5:00 p.m., New York City time, on July 18, 2014 (the "Expiration Date"). Other than the extension of the Expiration Date, the terms of the Offer are unchanged. The EFIH Second Lien Settlement is open to all holders of the Issuer?s 11% Senior Secured Second Lien Notes due 2021 (the "EFIH 11% Second Lien Notes") and 11.750% Senior Secured Second Lien Notes due 2022 (the "EFIH 11.750% Second Lien Notes" and together with the EFIH 11% Second Lien Notes, the "EFIH Second Lien Notes"). As of 5:00 p.m., New York City time, on July 11, 2014, approximately $162 million of EFIH Second Lien Notes (approximately 8% of the outstanding EFIH Second Lien Notes) had been tendered in the Offer. In addition, pursuant to the Restructuring Support and Lock-Up Agreement, dated April 28, 2014 (as amended), to which the Issuer is a party, certain holders holding, in the aggregate, approximately $760 million of EFIH Second Lien Notes (approximately 35% of the outstanding EFIH Second Lien Notes) have agreed to the EFIH Second Lien Settlement on the terms provided in such agreement. Epiq Systems is serving as the Offer Agent and Depositary Agent, and may be contacted by telephone at (646) 282-2500 or toll free at (866) 734-9393 or by email at tabulation@epiqsystems.com (please reference "EFIH Second Lien Offer" in the subject line). 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. ENVISION SOLAR: Posts $1.02-Mil. Net Loss for March 31 Quarter -------------------------------------------------------------- Envision Solar International, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.02 million on $202,659 of revenues for the three months ended March 31, 2014, compared with a net loss of $1.05 million on $155,528 of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.08 million in total assets, $2.11 million in total liabilities, and a stockholders' deficit of $1.03 million. At March 31, 2014, the Company had a working capital deficit of $1.12 million and an accumulated deficit of $28.63 million. These factors raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/eBRy3A About Envision Solar Envision Solar International, Inc., is a developer of solar products and proprietary technology solutions. The Company focuses on creating high quality products which transform both surface and top deck parking lots of commercial, institutional, governmental and other customers into shaded renewable generation plants. FIELD FAMILY: Has Interim Cash Collateral Access Until Sept. 22 --------------------------------------------------------------- Bankruptcy Judge Stephen Raslavich entered a tenth interim order allowing Field Family Associates, LLC's use of cash collateral in which lender Wells Fargo Bank, N.A., asserts an interest. Wells Fargo serves as trustee for the Registered Holders of J.P. Morgan Chase Commercial Mortgage Securities Trust 2007-CIBC18, Commercial Mortgage Pass-Through Certificates, Series 2007-CIBC18. The Debtor is authorized to use the cash collateral until (a) the Effective Date of a confirmed plan of reorganization; and (b) the week beginning Sept. 22, 2014. The Debtor may use the cash collateral to pay operating expenses of its property located at 144-10 135th Avenue, Jamaica, New York. As adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens. A further hearing on the request for approval of the cash collateral use is scheduled for Sept. 17, at 1:30 p.m. Objections, if any, are due Sept. 15. Previous hearing on the cash collateral was held June 25. As reported in the Troubled Company Reporter on May 20, 2014, Wells Fargo contends that there remains due and owing and payable to lender pursuant to the loan documents, as of July 2, 2012, not less than $38,853,980, including not less than $30,930,649 in outstanding principal, plus not less than $226,137 in accrued and unpaid interest thereon, including default interest, plus not less than an estimated defeasance fee of $8,295,170, plus late charges, plus additional amounts due and owing pursuant to the loan documents, all of which the lender contends continues to accrue. About Field Family Five creditors filed an involuntary Chapter 11 bankruptcy petition against King of Prussia, Pa.-based Field Family Associates, LLC (Bankr. E.D. Pa. Case No. 12-16331) on July 2, 2012. On Sept. 6, 2012, a sixth creditor filed a Joinder in the involuntary Chapter 11 Petition. The Court entered an order for relief on Sept. 12, 2012. The Debtor owns and operates a 216-room hotel located at 144-10 135th Steet, in Jamaica, New York. Judge Stephen Raslavich presides over the case. Catherine G. Pappas, Esq., Lawrence G. McMichael, Esq., and Peter C. Hughes, Esq., at Dilworth Paxson LLP, in Philadelphia, Pa., represent the Alleged Debtor as counsel. Ashely M. Chan, Esq., at Hangley Aronchick Segal & Pudlin, in Philadelphia, Pa., represents the petitioning creditors as counsel. The U.S. Trustee appointed a three-member creditors committee. Hangley Aronchick Segal Pudline & Schiller represents the Committee. Field Family Associates, LLC, won confirmation of its Third Amended Plan of Reorganization as modified March 25. The Third Amended Plan revised the mechanics of the sale transaction contemplated in the prior Plan. Through the Third Amended Plan, the Debtor restructured the sale transaction to provide for a sale of equity instead of a traditional real estate sale. FIRST DATA: Michael Neborak Named EVP and Director of Finance ------------------------------------------------------------- The Board of Directors of First Data Corporation appointed Michael K. Neborak as executive vice president and director of finance of the Company, overseeing the Company's financial reporting, corporate treasury and accounting functions. Prior to joining First Data, Mr. Neborak, age 57, was group chief financial officer of Willis Group Holdings Public Limited Company from July 2010 to June 2014. Mr. Neborak also served as chief financial officer of MSCI Inc. from 2006 to 2010. Earlier in his career, from 1982 to 2006, Neborak served in roles of increasing responsibility within business units of Citigroup and its predecessor companies. He began his career with Arthur Andersen & Co. Mr. Neborak will replace Ray Winborne as the principal financial officer of the Company effective the day after the Company files its quarterly report on Form 10-Q for the period ended June 30, 2014. Mr. Winborne's departure from First Data was previously disclosed. Mr. Neborak will receive an annual base salary of $600,000 and be eligible to receive discretionary annual incentive payments under the senior executive incentive plan in such amount as determined in the sole discretion of the Company's Governance Compensation and Nominations Committee of the Board of Directors, based upon its assessment of his performance. Mr. Neborak will be eligible for benefits under the Company's Severance/Change in Control Policy. Mr. Neborak will receive executive perquisites, fringe and other benefits consistent with what is provided to other executive officers of the Company and be eligible to participate in the Company's 401(k), medical, dental, short and long-term disability, and life insurance plans. Mr. Neborak has the opportunity to purchase up to 500,000 shares of common stock of First Data Holdings Inc., the parent company of First Data, at $4.00 per share under the 2007 Stock Incentive Plan for Key Employees of First Data Corporation as amended. In connection with the purchase of stock and grant of options, Mr. Neborak will enter into a Management Stockholder's Agreement and a Sale Participation Agreement, in substantially the same form as the Form of Management Stockholder's Agreement. The Management Stockholder's Agreement provides that, among other matters, the foregoing options and stock, including stock underlying the options, are subject to call rights by Holdings if Mr. Neborak is no longer employed by FDC. The Sale Participation Agreement provides that Mr. Neborak has the right to participate in the sale of shares of Holdings stock by certain entities and requires him to participate in a sale of shares if elected by Holdings under the terms and conditions described therein. About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $869.1 million in 2013, a net loss attributable to the Company of $700.9 million in 2012 and a net loss attributable to the Company of $516.1 million in 2011. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FLINT, MI: Another Michigan City Pondering Bankruptcy ----------------------------------------------------- Jeff Karoub, writing for Associated Press, reported that as Detroit struggles to climb out of bankruptcy, another Michigan city with strong ties to the auto industry may be about to fall into the same hole. According to the report, Flint, the birthplace of General Motors that once had 200,000 residents, has also endured a spectacular drop in population and factory jobs and a corresponding rise in property abandonment, much like its insolvent big brother an hour's drive south. If a judge rules against Flint's effort to cut its retiree health care benefits, the city is expected to join about a dozen cities or counties that have sought help from the courts since the start of the recession, the AP said. FUSION TELECOMMUNICATIONS: Hires KPMG as New Accountants -------------------------------------------------------- As previously reported in Fusion Telecommunications International, Inc.'s Current Report on Form 8-K filed on July 7, 2014, on June 30, 2014, KPMG LLP acquired certain assets of ROTHSTEIN-KASS, P.A. (d/b/a Rothstein Kass & Company, P.C.) and certain of its affiliates, the independent registered public accounting firm for Fusion Telecommunications International, Inc., and its subsidiaries. In connection with this transaction, the Company, with the approval of its Audit Committee, consented to the assignment and assumption of Rothstein Kass' engagement with the Company to KPMG, and on July 10, 2014, KPMG became the Company's new independent registered public accounting firm. During the two most recent fiscal years ended Dec. 31, 2013, and through the subsequent interim period prior to the Company's consent to the assignment of Rothstein Kass' engagement with the Company to KPMG, the Company did not consult with KPMG on either (1) the application of accounting principles to a specified transaction, either completed or proposed, (2) the type of audit opinion that may be rendered on the Company's financial statements; or (3) any matter that was either the subject of a disagreement, as defined in Item 304(a)(1)(iv) of Regulation S-K, or a reportable event, as defined in item 304(a)(1)(v) of Regulation S-K. In addition, KPMG did not provide any written or oral advice to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion Telecommunications incurred a net loss applicable to common stockholders of $5.48 million in 2013, a net loss applicable to common stockholders of $5.61 million in 2012 and a net loss of $4.45 million in 2011. The Company's balance sheet at March 31, 2014, showed $69.69 million in total assets, $58.51 million in total liabilities and $11.18 million in total stockholders' equity. GEMINI HDPE: S&P Affirms Prelim. 'B+' Rating on $420MM Sr. Loan --------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed its preliminary 'B+' senior secured rating on Gemini HDPE LLC's proposed $420 million first-lien senior secured term loan B and revised the preliminary recovery rating to '2' from '3'. The outlook is stable. Gemini is a 50/50 joint venture between Ineos AG (Ineos) and Sasol Ltd. via wholly owned indirect subsidiaries Ineos Gemini HDPE Holding Co. LLC (Ineos HoldCo) and Sasol Chemicals North America LLC (Sasol CNA). It intends to raise $524 million of capital to fund the construction of a 1 billion pound bimodal high-density polyethylene (HDPE) plant in La Porte, Texas. The proposed funding sources include a $420 million term loan B and $104 million of equity. S&P rated the debt using its project finance methodology. "The rating on the loan is weak-linked to the rating on Ineos Group Holdings S.A., which guarantees 50% of the project's debt and all other payment obligations during the construction and operational phases," said Standard & Poor's credit analyst Nora Pickens. Sasol Financing (Pty.) Ltd., a subsidiary of Sasol Ltd., guarantees the remaining 50% of Gemini's debt and counterparty payment obligations. The completion and tolling guarantees are several, not joint, which ultimately links the project's rating to the lowest rated counterparty. Relative to other rated projects, Gemini is unique in that its parent companies fully guarantee the project's debt service, making it immune to construction and operating risks. S&P analyzed whether the project's stand-alone merits (i.e., assuming the project operated on a merchant basis, without benefiting from any parent contracts) could warrant a higher rating during the operations phase, but concluded that it would be no better than the assigned preliminary 'B+' rating. Gemini is a special-purpose, bankruptcy-remote operating entity, set up to build the HDPE plant at the Ineos Battleground Manufacturing Complex in La Porte. S&P expects the facility to start operations in the latter half of 2016. Gemini will repay its debt obligations from a 15-year tolling agreement with Ineos HoldCo and Sasol CNA (guaranteed by Ineos Group Holdings and Sasol Financing, respectively). Each sponsor is responsible to supply one-half of the raw material (ethylene and 1-hexene) and, in return, will receive one-half of the plant's output. The tolling fee received by the project covers all of its operating costs and debt service obligations. The sponsors are obligated to pay the toll fee under all circumstances, including closure of the plant or if a bankruptcy occurs. The plant's construction is supported by a several, and not joint, completion guarantee between Ineos Group Holdings and Sasol Financing. This agreement, which meets the guidelines set forth in S&P's guarantee criteria, effectively assures the full and timely payment of the project's debt regardless of whether or not the plant becomes operational. The stable outlook on Gemini mirrors that on Ineos Group Holdings. If S&P revised its outlook on Ineos Group Holdings, it would likely do the same to Gemini's outlook. Similarly, if S&P was to raise or lower the rating on Ineos Group Holdings, it would likely do the same to the rating on Gemini. GENCO SHIPPING: July 9 is Plan Effective Date --------------------------------------------- The Bankruptcy Court entered an order confirming the First Amended Prepackaged Plan of Reorganization of Genco Shipping & Trading Limited and its subsidiaries pursuant to Chapter 11 of the Bankruptcy Code on July 2, 2014. On July 9, 2014, the Debtors completed their financial restructuring and emerged from Chapter 11 through a series of transactions contemplated by the Plan, and the Plan became effective pursuant to its terms. Beginning on July 9, 2014, the Debtors served notice of the occurrence of the Effective Date on its creditors and former equity interest holders. The Debtors will also publish the notice. Key components of the Plan included: * The conversion of 100% of the Claims under the Prepetition 2007 Facility into 81.1% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the Prepetition 2007 Facility was terminated, and the liens and mortgages thereunder were released. * The conversion of 100% of the Claims under the Convertible Notes into 8.4% of the New Genco Common Stock (subject to dilution by the warrants issued under the Plan). On the Effective Date, the Convertible Notes and the related indenture were fully satisfied and discharged. * A fully backstopped Rights Offering for approximately 8.7% of the New Genco Common Stock, in which holders of Prepetition 2007 Facility Claims were entitled to subscribe for up to 80% of the New Genco Common Stock offered, and holders of Convertible Note Claims were entitled to subscribe for up to 20% of the New Genco Common Stock being offered under the Rights Offering. Each Right entitled its holder to purchase one share of New Genco Common Stock at a subscription price of $18.62537, for an aggregate subscription price of $100 million. * The amendment and restatement of the Prepetition $253 Million Facility and the Prepetition $100 Million Facility as of the Effective Date, with extended maturities, a financial covenant holiday and certain other amendments. * The cancellation of the old common stock of Genco as of the Effective Date, with the holders thereof receiving warrants to acquire shares of New Genco Common Stock. Each New Genco Equity Warrant is exercisable for one share of New Genco Common Stock, and holders received an aggregate of 3,938,298 New Genco Equity Warrants for the old common stock of Genco. The New Genco Equity Warrants in the aggregate are exercisable for approximately 6% of New Genco Common Stock (subject to dilution). * Reinstatement, non-impairment or payment in full in the ordinary course of business during the pendency of the Chapter 11 Cases of all Allowed General Unsecured Claims, including Allowed Claims of trade vendors, suppliers, customers and charterers, per the approval by the Bankruptcy Court. * The non-impairment of all other General Unsecured Claims under section 1124 of the Bankruptcy Code. * A Management Incentive Program, which provides for the distribution of New Genco MIP Primary Equity in the form of shares representing 1.8% of the New Genco Common Stock and three tiers of New Genco MIP Warrants with staggered strike prices based on increasing equity values to the participating officers, directors, and other management of Reorganized Genco. Amended and Restated Term Loan Facilities On July 9, 2014, Genco entered into the Amended and Restated Term Loan Facilities. The Amended and Restated Term Loan Facilities amended the Prepetition Credit Facilities and included, among other things (i) a paydown as of the Effective Date with respect to payments which came due under the Prepetition Term Loan Facilities between the Petition Date and the Effective Date and were not paid during the pendency of the Chapter 11 Cases; (ii) extensions of the maturity dates to Aug. 31, 2019; (iii) relief from compliance with financial covenants governing Genco's maximum leverage ratio, minimum consolidated interest coverage ratio and consolidated net worth through and including the quarter ending March 31, 2015 (with quarterly testing commencing June 30, 2015); (iv) a fleetwide minimum liquidity covenant requiring maintenance of cash of $750,000 per vessel for all vessels owned by Genco (excluding those owned by Baltic Trading Limited); and (v) an increase in the interest rate to LIBOR plus 3.50% per year. Registration Rights Agreement On the Effective Date, Reorganized Genco and the Registration Rights Parties entered into the Registration Rights Agreement. The Registration Rights Agreement provided the Registration Rights Parties who receive 10% or more of New Genco Common Stock under the Plan with demand and piggyback registration rights. All other Registration Rights Parties have piggyback registration rights only. Termination of a Material Definitive Agreement The Prepetition 2007 Facility was terminated and the liens and mortgages related thereto were released, and the Convertible Notes and the related indenture were fully satisfied and discharged, on the Effective Date. Unregistered Sale of Equity Securities On July 10, 2014, the Reorganized Debtors caused to be distributed (i) to the holders of the Prepetition 2007 Facility Claims, 50,062,192 shares constituting approximately 81.1% of the New Genco Common Stock outstanding (subject to dilution), and (ii) to the holders of Convertible Note Claims, 5,158,187 shares constituting approximately 8.4% of the New Genco Common Stock outstanding (subject to dilution). As provided in the Plan, Genco also conducted a fully backstopped Rights Offering to acquire approximately 8.7% of the New Genco Common Stock at a subscription price of $18.62537 per share, for an aggregate subscription price of $100 million. The closing of the Rights Offering was conditioned on the consummation of the Plan, the Rights Offering Procedures and other conditions specified in the Equity Commitment Agreement that the Company and certain of its subsidiaries entered into with certain of its creditors on April 16, 2014. All such conditions having been satisfied, on July 10, 2014, Reorganized Genco issued 5,305,248 Rights Offering Shares, in exchange for payment therefor, to those holders of Prepetition 2007 Facility Claims and those Eligible Noteholders, that, in accordance with the Plan and the Rights Offering Procedures, validly exercised their respective Rights to participate in the Rights Offering. Reorganized Genco also issued 63,773 Backstop Shares in exchange for payment therefor to the Backstop Parties. Also on July 10, 2014, Reorganized Genco issued 3,938,298 New Genco Equity Warrants, each of which is initially exercisable for one share of New Genco Common Stock, and which in the aggregate is exercisable for approximately 6% of New Genco Common Stock (subject to dilution), to the holders of the old common stock of Genco. Departure and Appointment of Directors As of the Effective Date, as provided in the Plan, the members of the Company's board of directors prior to the Effective Date ceased to be directors of Reorganized Genco. The initial members of the Company's new board of directors consist of Peter C. Georgiopoulos, Ian Ashby, Eugene I. Davis, James G. Dolphin, Michael J. Leffell, William Manuel and Bao D. Truong. The Company's new board of directors is divided into two classes, Classes I and II. Messrs. Georgiopoulos, Ashby, and Davis are Class I Directors, and Messrs. Dolphin, Leffell, Manuel, and Truong are Class II Directors. Management Incentive Plan On the Effective Date, pursuant to the Plan, Reorganized Genco adopted the post-emergence Management Incentive Program, which provides for the distribution of New Genco MIP Primary Equity in the form of shares of New Genco Common Stock, and New Genco MIP Warrants to the participating officers, directors, and other management of Reorganized Genco. The New Genco MIP Primary Equity is subject to vesting, but the holder thereof is entitled to receive all dividends paid with respect to such shares as if such New Genco MIP Primary Equity had vested on the grant date. The New Genco MIP Warrants will be issuable in three tranches, which are exercisable for 2,380,664, 2,467,009, and 3,709,788 shares and have exercise prices of $25.91, $28.73 and $34.19, respectively . The New Genco MIP Warrants will be exercisable on a cashless basis and will contain customary anti-dilution protection in the event of any stock split, reverse stock split, stock dividend, reclassification, dividend or other distributions (including, but not limited to, cash dividends), or business combination transaction. None of the New Genco MIP Primary Equity or the New Genco MIP Warrants have yet been issued. Amendment to Bylaws Pursuant to the Plan, on the Effective Date, the Company amended and restated its Articles of Incorporation and its By-laws. Under the Amended Articles, the Company's authorized capital stock consists of 250,000,000 shares of common stock, par value $0.01 per share. Additional information is available for free at: http://goo.gl/vwQ9rO 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 filed a motion to disband the Equity Committee, complaining that it is unnecessary and wasteful of the estates' resources. GENERAL CABLE: Moody's Lowers Corp. Family Rating to 'B2' --------------------------------------------------------- Moody's Investors Service downgraded General Cable Corporation's Corporate Family Rating to B2 from B1 and its Probability of Default Rating to B2-PD from B1-PD. The downgrade follows the company's announced restructuring program on July 9, 2014. Moody's also downgraded the company's senior unsecured notes to B3 from B2 and its subordinated convertible notes to Caa1 from B3. General Cable's Speculative Grade Liquidity assessment was downgraded to SGL-4 from SGL-3. The rating outlook remains negative. The following ratings actions were taken: Corporate Family Rating, downgraded to B2 from B1; Probability of Default Rating, downgraded to B2-PD from B1-PD; Sr. Unsec. Notes due 2015, downgraded to B3 (LGD5) from B2 (LGD5); Sr. Unsec. Notes due 2022, downgraded to B3 (LGD5) from B2 (LGD5); Sub. Conv. Notes due 2029, downgraded to Caa1 (LGD6) from B3 (LGD6); The Speculative Grade Liquidity assessment, downgraded to SGL-4 from SGL-3; The rating outlook remains negative. Ratings Rationale The ratings downgrade reflects disappointing operating results, emphasized by the announced restructuring program, coupled with ongoing weak credit metrics. As of LTM 1Q14, adjusted debt-to- EBITDA increased to 6.7x from 6.0x at year-end 2013. Adjusted EBITA-to-interest coverage declined to 1.1x from 1.3x and adjusted EBITA margin declined to 2.6% from 3.0% over the same time period. Operating performance during 1H2014 has been impacted by inconsistent growth in utility and infrastructure spending in North America and Latin America, as well as ongoing regional headwinds in Venezuela, Thailand, and Spain. The rating considers further inconsistency in end market growth while the company focuses on its restructuring efforts. The downgrade of the Speculative Grade Liquidity assessment to SGL-4 reflects uncertainty surrounding near-term debt maturities. The negative rating outlook reflects lack of growth in key end markets, uncertain details and costs associated with the restructuring program, and the company's stated commitment to return capital to shareholders in the face of operational weakness, all of which could lead to weaker credit metrics than Moody's are currently projecting. Importantly, the negative outlook also accounts for the uncertain liquidity profile stemming from the 2015 unsecured notes maturity along with the springing maturity feature imbedded in the company's Revolving Credit Facility. The springing maturity will automatically become due December 31, 2014 if the 2015 unsecured notes are not repaid or refinanced within 90 days of the April 2015 maturity. The springing maturity will not be applicable if there is at least $100 million of availability and the fixed charge coverage ratio is not less than 1.15 to 1.00, in each case after giving proforma effect to the repayment of such notes. General Cable is expected to use its credit facility to fund the upfront restructuring costs which puts additional pressure on liquidity. Moody's indicated the ratings could be downgraded further if General Cable's operating performance remains weak, specifically if EBITA-to-interest expense remains below 2.0x and/or debt-to- EBITDA is sustained above 5.5x (all ratios incorporate Moody's standard adjustments), or if liquidity deteriorates or events point to a triggering of the springing maturity of the bank facility. Debt-financed acquisitions or significant shareholder- friendly activities, such as debt-financed dividends or large share repurchases, could also result in rating downgrades. The rating outlook could be returned to stable if General Cable's operating performance improves such that EBITA-to-interest expense exceeds 2.0x, or debt-to-EBITDA trends below 5.0x (all ratios incorporate Moody's standard adjustments) and near term liquidity improves as demonstrated by the repayment or refinancing of near- term debt maturities. A stable outlook would also be supported by a conservative distribution policy that is commensurate with the operating performance of the company and supports the maintenance of stable credit metrics. General Cable Corporation, headquartered in Highland Heights, KY, is a global manufacturer of copper, aluminum and fiber optic and elector power cable products from high-voltage utility lines to low-voltage residential application sockets. Primary end markets served include electrical utility, electrical infrastructure, and construction. Revenues for the 12 months ended March 29, 2014 totaled $6.3 billion. The principal methodology used in this rating was the Global Manufacturing Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GENERAL MOTORS: Hires Law Firm to Review Litigation Practices ------------------------------------------------------------- Siobhan Hughes and Joseph B. White, writing for The Wall Street Journal, reported that General Motors Co. has hired an outside law firm to review the way it handles litigation, the auto maker's general counsel said in testimony prepared for a Senate hearing. According to the report, GM General Counsel Michael Millikin plans to say that "a well-respected outside law firm" will conduct a "zero-based review" of his department. Mr. Millikin is expected to face tough questioning from lawmakers on Thursday about why lawyers working for him settled cases involving fatal accidents in GM cars, but didn't alert him or other senior executives to defects that prevented air bags from deploying, the Journal said, citing an internal review conducted later for GM management. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GILES-JORDAN: US Trustee Unable to Form Creditors' Committee ------------------------------------------------------------ Judy A. Robbins, the U.S. Trustee for Region 7, was unable to appoint creditors to serve on an official committee of unsecured creditors for Giles-Jordan Inc. because there was no sufficient interest from the creditors in serving on the Committee. Giles-Jordan, Inc., filed a Chapter 11 bankruptcy petition in its hometown in Galveston, Texas (Bankr. S.D. Tex. Case No. 14-80173) on May 5, 2014. The Debtor disclosed $12 million in total assets and $4.81 million in liabilities, including $3.72 million of secured debt. Its lone asset is a 39.16-acre property at 230 East Beach Drive, in Galveston, Texas. Galveston Shores, LP, of Carlsbad, California, is the holder of the secured debt. The case is assigned to Judge Letitia Z. Paul. The Debtor is represented by Jeffrey Wells Oppel, Esq., at Oppel & Goldberg, PLLC, in Houston, Texas. GLOBAL AVIATION: Extends Use of Cash Collateral ----------------------------------------------- Global Aviation Holdings Inc. and its debtor affiliates, and Cerberus Business Finance LLC, as collateral agent and administrative agent, ask the U.S. Bankruptcy Court for the District of Delaware for permission to modify and extend the budgets to provide for additional use of cash collateral beyond July 4, 2014. A full-text copy of the modified budget is available for free at http://is.gd/6pWA5D About Global Aviation Holdings Global Aviation Holdings Inc. -- http://www.glah.com-- the parent company of North American Airlines and World Airways, sought Chapter 11 bankruptcy protection on Nov. 12, 2013. North American Airlines, founded in 1989, operates passenger charter flights using B767-300ER aircraft. Founded in 1948, World Airways -- http://www.woa.com-- operates cargo and passenger charter flights using B747-400 and MD-11 aircraft. The parent of World Airways Inc. and North American Airlines Inc. implemented a prior Chapter 11 reorganization in February 2013. The new case is In re Global Aviation Holdings Inc., 13-12945, U.S. Bankruptcy Court, District of Delaware (Wilmington). The prior case was In re Global Aviation Holdings Inc., 12-bk-40783, U.S. Bankruptcy Court, Eastern District New York (Brooklyn). Peachtree City, Georgia-based Global blamed the new bankruptcy on decreased flying for the government that reduced revenue for the first nine months of this year to $354 million from $486 million in the same period of 2012. The 2013 petition shows assets and debt both exceeding $500 million. In the first bankruptcy, Global listed $589.8 million in assets and debt of $493.2 million. In the 2013 case, the Debtors are represented by Kourtney Lyda, Esq., at Haynes and Boone, LLP, in Houston, Texas; and Christopher A. Ward, Esq., at Polsinelli PC, in Wilmington, Delaware. The first lien agent is represented by Michael L. Tuchin, Esq., at Klee, Tuchin, Bogdanoff & Stern LLP, in Los Angeles, California. Wells Fargo Bank, National Association, agent to the second lienholders and third lienholders, is represented by Mildred Quinones-Holmes, Esq., at Thompson Hines LLP, in New York. The Deal reported that World Airways Inc. ceased operations on March 27, 2014, after its bankrupt parent was unable to secure necessary funding to keep the charter operator airborne. GLOBALINK LTD: Incurs $17K Net Loss in March 31 Quarter ------------------------------------------------------- Globalink, Ltd., filed its quarterly report on Form 10-Q, disclosing a net loss of $17,375 on $64,911 of revenue for the three months ended March 31, 2014, compared with net income of $4,327 on $79,700 of revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.17 million in total assets, $967,805 in total liabilities, and stockholders' equity of $206,900. As of March 31, 2014, the Company has an accumulated deficit of $192,199 since inception and a working capital deficiency of $72,346. Its ability to continue as a going concern depends upon whether it develops profitable operations and continues to raise adequate financing, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/JOwZiQ Globalink, Ltd., provides Internet hotel booking services for travel agents in Vancouver, Toronto, Calgary, and Montreal in Canada. The company offers a proprietary online hotel booking program for connecting users with available rooms in hotels worldwide. Globalink, Ltd. was founded in 2006. GOWEX SA: Bankruptcy Filing Leaves Deals With Cities in Limbo ------------------------------------------------------------- Lisa Fleisher, writing for The Wall Street Journal, reported that in the wake of an accounting scandal at Spanish Wi-Fi provider Let's Gowex SA, cities around the world are scrambling to figure out whether deals they have with the company to create hot spots will still go ahead. According to the report, Gowex's filing for bankruptcy protection has left city officials wondering whether those deals will continue or ever get done. GRIDWAY ENEGRY: Proposes Aug. 26 as Claims Bar Date --------------------------------------------------- Gridway Energy Holdings and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to set Aug. 26, 2014, at 4:00 p.m., as the deadline for creditors other than governmental units to file proofs of claim. The Debtor proposes Oct. 7, 2014, at 4:00 p.m. as the claims bar date for all governmental units. All proofs of claim must be mail or delivered at: Gridway Energy Holdings Inc., et al., Proofs of Claim c/o Rust Consulting/Omni Bankruptcy 5955 DeSoto Avenue, Suite 50 Woodlands Hills, CA 91367 About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GRIDWAY ENERGY: Taps Squire Patton as Bankruptcy Co-Counsel ----------------------------------------------------------- Gridway Energy Holdings Inc. and its debtor-affiliates ask the Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware for permission to employ Squire Patton Boggs (US) LLP as bankruptcy co-counsel. A hearing is set for Aug. 4, 2014, at 1:00 p.m. (ET) to consider the application. The firm is expected to: a) consult with the Debtors concerning their powers and duties as debtors in possession, the continued operations of the Debtors' businesses and the Debtors' management of the financial and legal affairs of their estates; b) consult with the Debtors' management and other professionals concerning the responsibilities of the Debtors following the sale of substantially all of the Debtors' assets and/or confirmation of a chapter 11 plan; c) confer and negotiate with the Debtors' creditors, other parties-ininterest, and their respective attorneys and other professionals concerning the Debtors' businesses and property, chapter 11 plan, claims, liens, and other aspects of these cases; d) negotiate, prepare and pursue confirmation of a chapter 11 plan and approval of a disclosure statement; e) appear in court on behalf of the Debtors and preparing, filing, and serving such applications, motions, complaints, notices, orders, reports, and other documents and pleadings as may be necessary in connection with these cases; f) taking all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of disputes in which the Debtors are involved, and the preparation of objections to claims filed against the Debtors' estates; g) provide the Debtors with such other services as the Debtors' agents may request, which may be necessary under the circumstances; and h) perform all other legal services in connection with the Chapter 11 Cases as may reasonably be required. The firm's professionals and their hourly rates are: Mark A. Salzberg, Esq. Partner $730 Alan M. Noskow, Esq. Partner $640 Barry E. Reiferson, Esq. Associate $565 Aaron A. Boschee, Esq. Associate $505 Erik M. Dullea, Esq. Associate $475 Alexander M. Arensberg, Esq. Associate $330 William James Paralegal $275 The Debtors assure the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: Mark A. Salzberg, Esq. Alan M. Noskow, Esq. Barry E. Reiferson, Esq. Aaron A. Boschee, Esq. Erik M. Dullea, Esq. Alexander M. Arensberg, Esq. William James SQUIRE PATTON BOGGS (US) LLP 2550 M St. NW Washington, DC 20037 Tel: 202.457.6000 Fax: 202.457.6315 E-mail: msalzberg@pattonboggs.com anoskow@pattonboggs.com breiferson@pattonboggs.com aboschee@pattonboggs.com edullea@pattonboggs.com aarensberg@pattonboggs.com wjames@pattonboggs.com About Gridway Energy Gridway Energy Holdings, Inc., and its affiliates, including Glacial Energy Holdings -- providers of electricity and natural gas in markets that have been restructured to permit retail competition -- sought Chapter 11 bankruptcy protection (Bankr. D. Del. Lead Case No. 14-10833) on April 10, 2014. The Debtors have 200,000 electric residential customers and 55,000 gash residential customers across the U.S. A large portion of the customers' energy consumption and revenue is generated in the northeast U.S., Ohio, Illinois and Texas (collectively accounting for 80% of revenue), with the remaining portion coming from California and other states. The Debtors blamed the bankruptcy due to lower revenue brought by increased market competition, which caused the Debtors to default on certain of their obligations. Gridway defaulted on $60 million of debt. Prepetition, the Debtors negotiated a stock purchase transaction with an interested buyer. But in March 2014, the purchaser withdrew from the transaction because of the large amount of debt that the purchaser would become liable through a stock transaction. The Debtors are represented by Michael R. Nestor, Esq., Joseph M. Barry, Esq., and Donald J. Bowman, Jr., Esq., at Young Conaway Stargatt & Taylor, LLP; and Alan M. Noskow, Esq., and Mark A. Salzberg, Esq., at Patton Boggs LLP. They employed Omni Management Group, LLC, as claims and notice agent. Gridway Energy estimated assets of $500 million to $1 billion and debt of more than $1 billion. The Creditors' Committee is represented by Sharon Levine, Esq., and Philip J. Gross, Esq., at Lowenstein Sandler LLP; and Frederick B. Rosner, Esq., and Julia B. Klein, Esq., at The Rosner Law Group LLC. Vantage is represented in the case by Ingrid Bagby, Esq., David E. Kronenberg, Esq., Kenneth Irvin, Esq., and Karen Dewis, Esq., at Cadwalader, Wickersham & Taft LLP, and Jason M. Madron, Esq., at Richards, Layton & Finger, P.A. GWG HOLDINGS: Sabes Brothers Could Lose Control of Company ---------------------------------------------------------- Donna Horowitz, writing for The Deal, reported that Jon and Steven Sabes, well-known players in the life settlement industry, are trying to raise more than $1 billion from investors to fuel the growth of their company, but the Minnesota brothers, who run GWG Holdings Inc., conceded in Securities and Exchange Commission filings that their plans could fall apart if a bankruptcy trustee is successful in seizing millions of dollars paid to an affiliate. According to the report, the Sabes brothers and their father, Robert Sabes, ran Opportunity Finance LLC, which made $2 billion in loans to Thomas Petters, who was convicted of 20 counts of fraud and sentenced to 50 years in prison in April 2010 for orchestrating a $3.65 billion Ponzi scheme. Petters has identified the two brothers as investors who stood to lose up to $19 million because of his scheme. About Petters Company, Inc. Based in Minnetonka, Minn., Petters Group Worldwide LLC is a collection of some 20 companies, most of which make and market consumer products. It also works with existing brands through licensing agreements to further extend those brands into new product lines and markets. Holdings include Fingerhut (consumer products via its catalog and Web site), SoniqCast (maker of portable, WiFi MP3 devices), leading instant film and camera company Polaroid (purchased for $426 million in 2005), Sun Country Airlines (acquired in 2006), and Enable Holdings (online marketplace and auction for consumers and manufacturers' overstock inventory). Founder and chairman Tom Petters formed the company in 1988. Petters Company, Inc., is the financing and capital-raising unit of Petters Group Worldwide. Thomas Petters, the founder and former CEO of Petters Group, has been indicted and a criminal proceeding against him is proceeding in the U.S. District Court for the District of Minnesota. Petters Company, Petters Group Worldwide and eight other affiliates filed separate petitions for Chapter 11 protection (Bankr. D. Minn. Lead Case No. 08-45257) on Oct. 11, 2008. In its petition, Petters Company estimated its debts at $500 million and $1 billion. Parent Petters Group Worldwide estimated its debts at not more than $50,000. Fruth, Jamison & Elsass, PLLC, represents Douglas Kelley, the duly appointed Chapter 11 Trustee of Petters Company, Inc., et al. The trustee tapped Haynes and Boone, LLP as special counsel, and Martin J. McKinley as his financial advisor. Petters Aviation, LLC, and affiliates MN Airlines, LLC, doing business as Sun Country Airlines, Inc., and MN Airline Holdings, Inc., filed separate petitions for Chapter 11 bankruptcy protection (Bankr. D. Minn. Case Nos. 08-45136, 08-35197 and 08-35198) on Oct. 6, 2008. Petters Aviation is a wholly owned unit of Thomas Petters Inc. and owner of MN Airline Holdings, Sun Country's parent company. HARRIS LAND: Settles MIB's Objection to Bid to Employ Broker ------------------------------------------------------------ Harris Land Development LLC entered on July 10, 2014, a stipulation with creditor Midwest Independent Bank relating to the Debtor's motion (i) to employ real estate broker and (ii) for authority to enter into exclusive listing agreements. The stipulation resolves MIB's limited objection to the Debtor's application. The stipulation provides that, among other things: 1. the application, if granted by the Court, will not amend, modify, impact, or otherwise alter MIB's interests and rights under the terms of the conditional order; and 2. MIB agrees to withdraw its limited objection so long as the Court's order granting the application contains language preserving MIB's interests and rights under the terms of the conditional order. On July 3, 2014, MIB submitted a limited objection to the application, stating that the Court entered its conditional order granting MIB relief from the automatic stay on May 16, and the application would, if granted, possibly modify and amend the order to MIB's detriment. The order stated that the Debtor will have until Nov. 30, 2014, to close on any contracts for the sale of the real estate encumbered by and serving as collateral to secure the repayment of debt obligations owed by the Debtor to MIB. The order further stated that the sale of any such collateral must pay all amounts owed to MIB by the Debtor, including principal, interest, attorney's fees, and court costs. MIB objected on the grounds that it appears to extend the Nov. 30, 2014 deadline set forth in the order by almost 60 additional days, and also appears to modify the order to require MIB to pay or accept a reduced payoff amount by the six percent commission fee that would be due. MIB is represented by: Jonathan C. Browning, Esq. MARIEA, SIGMUND,&BROWNING, L.L.C. 305 East McCarty Street, Suite 300 Jefferson City, MO 65101 Tel: (573) 635-7699 Fax: (573) 635-7425 E-mail: jbrowning@msblawfirm.com The Debtor, in its application, said it is seeking to market through a qualified real estate broker some of the real properties, and to sell the real properties pursuant to Bankruptcy Court Orders. The first step in this process is to obtain Bankruptcy Court approval on the retention of a qualified real estate broker. The Debtor desires to enter into an exclusive listing agreement with Michael Woessner and Investment Realty, Inc., 473 Old Route 66, St. Robert, Missouri to market these real properties: A. 22615B Hollow Oak, Saint Robert, Missouri B. 22590B Hollow Oak, Saint Robert, Missouri C. 16865A Hurricane, Saint Robert, Missouri D. 16835A-B Huntington, Saint Robert, Missouri E. 16825A-B Huntington, Saint Robert, Missouri F. 16815B Huntington, Saint Robert, Missouri G. 16805A Huntington, Saint Robert, Missouri H. 16745A-B Huntington, Saint Robert, Missouri I. 16758A-B Huntington, Saint Robert, Missouri J. 16770A Huntington, Saint Robert, Missouri K. 16780A-B Huntington, Saint Robert, Missouri L. 16830A-B Huntington, Saint Robert, Missouri Pursuant to the listing agreement, Woessner will be paid a commission equal to six percent of the gross sales price of any of the foregoing properties sold at the successful consummation of the sale. About Harris Land Development, LLC Harris Land Development, LLC, sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28, 2014, without stating a reason. The Debtor disclosed $16,534,000 in assets and $11,107,302 in liabilities as of the Chapter 11 filing. This is Harris Land's second trip to bankruptcy. The first bankruptcy was in September 2010 in In Re Harris Land Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.) HARRIS LAND: Taps AGC-Alfermann to Provide Accounting Services -------------------------------------------------------------- Harris Land Development LLC asks the U.S. Bankruptcy Court for the Western District of Missouri for permission to employ: AGC-Alfermann Gray & Co CPA's LLC 219 West State Route 72 Rolla, MO 65401-4102 to provided accounting services, inter alia, to prepare periodic financial statements, federal and state tax returns, cash flow statements and to advise the Debtor on the preparation of its Plan of Reorganization and Disclosure Statement, and to provide financial information as may be reasonably necessary from time to time. The Debtor desires to compensate AGC at these rates: a) $175 per hour for tax-related matters; and b) $125 per hour for accounting and other matters. To the best of the Debtor's knowledge, the accountants of AGC are "disinterested persons" as that term is defined in Section 101(14) of the Bankruptcy Code. About Harris Land Development, LLC Harris Land Development, LLC, sought Chapter 11 protection (Bankr. W.D. Mo. Case No. 14-60554) in Springfield, Missouri, on April 28, 2014, without stating a reason. The Debtor disclosed $16,534,000 in assets and $11,107,302 in liabilities as of the Chapter 11 filing. This is Harris Land's second trip to bankruptcy. The first bankruptcy was in September 2010 in In Re Harris Land Development, LLC, Case No. 10-62322 (Bankr. W.D. Mo.) HDOS ENTERPRISES: Heads for July 29 Auction ------------------------------------------- Kirk O'Neil, writing for The Deal, reported that HDOS Enterprises has won approval of bidding procedures with a new lead bidder after the restaurant operator rejected its initial stalking horse. According to the report, Judge Neil Bason of the U.S. Bankruptcy Court for the Central District of California in Los Angeles signed an order authorizing the bidding procedures and naming Global Franchise Group LLC affiliate HDOS Acquisition LLC the new stalking horse. HDOS Acquisition has offered $12.2 million plus assumed liabilities for the assets of the debtor, which operates the Hot Dog on a Stick fast-food chain, the report related. Interested parties have until July 23 to offer at least $12.85 million for HDOS Enterprises: the stalking-horse offer plus a $550,000 breakup fee and a $100,000 initial overbid. Bidders must also deposit 5%, the Deal said. If HDOS Enterprises received a rival bid, it would hold an auction on July 29, at which bids would have to increase in increments of at least $100,000, the Deal added. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code on Feb. 3, 2014 (Case No. 14-12028, Bankr. C.D. Cal.). The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HEDWIN CORPORATION: Panel Can Tap EisnerAmper as Accountant ----------------------------------------------------------- Judge Nancy V. Alquist of the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, authorized the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Hedwin Corporation to retain EisnerAmper LLP to serve as accountant and financial advisor, effective as of April 14, 2014. The Debtor and Bank of America, N.A., as DIP Lender, objected to the Committee's application to retain an accountant and financial advisor. Both the Debtor and BofA argued that they the Committee did not need the firm because the Debtor provided the Committee access to a data room containing its financial and legal documents. About Hedwin Corporation Founded in 1946, Hedwin Corporation is a manufacturer of customized industrial plastic packaging, which it sells to wholesalers and distributors throughout the United States, Canada and Europe. Its manufacturing facility is located at 1600 Roland Heights Avenue, Baltimore, Maryland. It has a warehouse facility at 1700 West 41st Street, Baltimore, Maryland and a warehouse and assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada. All of the facilities are leased. As of the fiscal year end December 31, 2013, the Debtor had total assets of approximately $15 million. Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 14-151940) in Maryland on April 2, 2014, to sell its assets to Fujimori Kogyo Co., Ltd., absent higher and better offers. The Debtor is represented by Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland. Shared Management Resources, Ltd.'s Charles S. Deutchman serves as chief restructuring officer. The U.S. Trustee for Region 4 appointed seven creditors to serve on the official committee of unsecured creditors. * * * At an auction held in May 2014, Fujimori Kogyo Co. ended up the successful bidder for Hedwin Corp., although an auction forced it to pay 36% more for the Baltimore maker of industrial packaging. In a deal reached before the bankruptcy filing, Fujimori agreed to pay $16.5 million and to retain all workers. During the auction, Interplast Group Inc. offered $22 million, but Fujimori won with a $22.2 million bid that included its $600,000 breakup fee and $250,000 in expense reimbursement. Judge Alquist on May 12 approved the sale to Fujimori. The sale was to close by the end of May. According to the docket, the deadline for filing proofs of claim is Aug. 5, 2014. The deadline for filing governmental proofs of claim is Sept. 29, 2014. The exclusive period to propose a plan expires July 31, 2014. HEDWIN CORPORATION: Proposes to Pay $240,000 to 2 Top Execs ----------------------------------------------------------- Hedwin Corporation asks the U.S. Bankruptcy Court for the District of Maryland, Baltimore Division, to approve a settlement and compromise with Richard Broo and Maurice LeCompte, the Debtor's senior management, which had significant involvement in many aspects of the sale process. Under the settlement, Messrs. Broo and LeCompte will each receive incentive bonus of $120,000. The incentive bonus is tied to both the amount of the sales price and how quickly the sale was able to close. The Debtors said the incentive bonus was agreed upon in March and the original terms of the bonus agreement would have paid each of the two executives $400,000. The Debtors, however, negotiated with the two executives because wording of the original agreement, which was negotiated at a time when the Debtor was hoping to effectuate a sale of its assets without filing Chapter 11, did not comply with Sections 503(c)(1) and (c)(2) of the Bankruptcy Code. About Hedwin Corporation Founded in 1946, Hedwin Corporation is a manufacturer of customized industrial plastic packaging, which it sells to wholesalers and distributors throughout the United States, Canada and Europe. Its manufacturing facility is located at 1600 Roland Heights Avenue, Baltimore, Maryland. It has a warehouse facility at 1700 West 41st Street, Baltimore, Maryland and a warehouse and assembly facility at 9175 Moya Blvd. (Unit D), Reno, Nevada. All of the facilities are leased. As of the fiscal year end December 31, 2013, the Debtor had total assets of approximately $15 million. Hedwin filed a Chapter 11 bankruptcy petition (Bankr. D. Md. Case No. 14-151940) in Maryland on April 2, 2014, to sell its assets to Fujimori Kogyo Co., Ltd., absent higher and better offers. The Debtor is represented by Alan M. Grochal, Esq., Stephen M. Goldberg, Esq., and Catherine K. Hopkin, Esq., at Tydings & Rosenberg, LLP, in Baltimore, Maryland. Shared Management Resources, Ltd.'s Charles S. Deutchman serves as chief restructuring officer. The U.S. Trustee for Region 4 appointed seven creditors to serve on the official committee of unsecured creditors. * * * At an auction held in May 2014, Fujimori Kogyo Co. ended up the successful bidder for Hedwin Corp., although an auction forced it to pay 36% more for the Baltimore maker of industrial packaging. In a deal reached before the bankruptcy filing, Fujimori agreed to pay $16.5 million and to retain all workers. During the auction, Interplast Group Inc. offered $22 million, but Fujimori won with a $22.2 million bid that included its $600,000 breakup fee and $250,000 in expense reimbursement. Judge Alquist on May 12 approved the sale to Fujimori. The sale was to close by the end of May. According to the docket, the deadline for filing proofs of claim is Aug. 5, 2014. The deadline for filing governmental proofs of claim is Sept. 29, 2014. The exclusive period to propose a plan expires July 31, 2014. HOUSTON FUEL: Moody's Rates $625MM Sr. Credit Facilities 'Ba2' -------------------------------------------------------------- Moody's Investors Service has assigned a Ba2 rating to the $625 million senior secured credit facilities to be issued by Houston Fuel Oil Terminal Company ("HFOTCO" or "OpCo" or "Borrower" ). The rating outlook is stable. The $625 million in credit facilities is made up of a $550 million, 7-year Senior Secured Term Loan B, due 2021, and a $75 million, 5-year Revolving Credit Facility, due 2019. The new facilities will refinance existing debt of $181.7 million at HFOTCO, repay $275 million of existing debt (rated Ba1 stable) at the holding company parent, Buffalo Gulf Coast Terminals, LLC ("Buffalo" or "HoldCo"), fund a portion of the expected growth capital expenditures, and pay breakage and transaction costs. The $75 million revolver will be used for general corporate purposes. HFOTCO and Buffalo are owned by affiliates of Alinda Capital Partners, LLC ("Alinda" or "Sponsor"). At the closing of the new HFOTCO financing, Moody's expects to withdraw the Ba1 rating at Buffalo. Ratings Rationale The Ba2 rating reflects the highly contracted nature of the cash flows, the low operating risks associated with this storage asset, its strong market position and its strategic location at the mouth of the Houston Ship Channel. The rating also considers the credit quality of the contract counterparties, the contract diversification and HFOTCO's track record in renewing expiring contracts and in adding new customers. The Ba2 factors in management's generally conservative approach for expanding capacity, which includes securing contracts prior to spending growth capex. However, the Ba2 rating also reflects the very high total leverage. At financial close, HFOTCO's total funded debt will reach $775 million resulting in debt to expected 2014 EBITDA to be 8.75x, an increase from 2013 levels of 7.3x. Moreover, based upon the Moody's Base Case, which assumes a lower recontracting rate, Moody's calculate that the ratio of FFO to Debt (after adjusting for maintenance capex) to average around 8% which is in line with the Ba rating category under Moody's Generic Project Finance Methodology. This high leverage is permanent as debt repayment is limited to the 1% scheduled amortization, resulting in substantial refinancing risk. Creditors benefit from having all of the debt at the OpCo level and from a collateral package that includes a perfected security interest in all the assets of HFOTCO. However, secured creditors are effectively subordinated to $225 million of unrated, super senior Hurricane Ike Bonds, which mature in 2050. While the existence of hard, tangible asset collateral is an enhancement for creditors relative to the Buffalo financing at the holding company, the lack of any structural enhancements, including financial covenants, weaken creditor protections. Moody's notes that the Ba2 rating on the OpCo is one notch lower than the current Ba1 rating on the HoldCo despite the enhanced security package and the elimination of the structural subordination risk. The lower rating reflects that permanent increase in leverage that the recapitalization creates, which results in weaker financial metrics, the lack of any meaningful debt amortization, and the weak covenant package for lenders in the financing structure. In addition to the financing lacking any structural features often seen in project financings, including the absence of a debt service reserve, the term loan will have no financial covenants, no restricted payments test and the ability to incur up to an additional $125 million in incremental pari passu debt based upon satisfying very lenient conditions. While the secured revolver is expected to have a maximum leverage test, the coverage protection only exists while the revolver is in place, and more importantly, only when more than 25% of the revolver is utilized. Moody's also note that while term loan and revolver creditors will have a security interest in the hard asset collateral, $225 million in Hurricane Ike Bonds will have a priority claim over the term loan and revolver creditors during any bankruptcy reorganization or liquidation scenario. In the end, the lack of any meaningful covenant protections coupled with a permanent increase in leverage were two of the factors that weighed heavily in the Ba2 rating outcome. HFOTCO's stable outlook reflects the expectation that the diversified portfolio of contracts will generate relatively stable and predictable cash flows, as the cash flows are derived from medium term contacts with predominately investment grade counterparties. There are limited prospects for positive rating action given the high level of permanent leverage. Positive trends that could eventually lead Moody's to consider an upgrade would include actual deleveraging and pay-down of debt and/or substantially better than projected base case financial performance. The rating could face downward pressure if there were to be credit deterioration by key contractual off-takers, substantial operating performance difficulties that result in a meaningful loss of cash flow available for debt service, or weaker than expected credit metrics. For further details on the rating rationale, including rating drivers, please refer to a Credit Opinion under the Houston Fuel Oil Terminal Company name to be published shortly on Moodys.com. The rating is predicated upon final documentation in accordance with Moody's current understanding of the transaction and final debt sizing consistent with initially projected credit metrics. The methodologies used in this rating were the Generic Project Finance Methodology published in December 2010, and the Global Midstream Energy published in December 2010. Alinda owns HFOTCO through Alinda Infrastructure Fund II and Alinda Infrastructure Parallel Fund II, LP (collectively, "Alinda Fund II"). Alinda Fund II is an approximately $4.1 billion investment fund, which is focused on investing in infrastructure assets, including energy infrastructure, telecommunications infrastructure, transportation and utilities. Alinda has made over $8 billion of equity investments in infrastructure during the last eight years. HOUSTON REGIONAL: Wants Until Aug. 6 to File Chapter 11 Plan ------------------------------------------------------------ Houston Regional Sports Network L.P. asks the U.S. Bankruptcy Court for the Southern District of Texas to further extend its exclusive periods to: a) file a Chapter 11 plan and disclosure statement describing that plan until Aug. 6, 2014; and b) solicit acceptances of that plan until Oct. 3, 2014. The Debtor says it is currently continuing to review and consider various alternatives. The Debtor notes it will be prepared to brief the Court on the latest developments with respect to these alternatives at the status conference scheduled for July 2, 2014. According to court documents, in light of the complexity of the Chapter 11 bankruptcy case, the Board of Directors of the Debtor's general partner, including representatives from Comcast, the Astros and the Rockets, have unanimously approved seeking an extension of exclusivity to provide the Debtor additional time to further explore these alternatives. The Astros, the Rockets and Comcast are the largest creditors of the Debtor's estate. Charles A. Beckham, Jr., Esq., at Haynes and Boone LLP, notes, postpetition third-party creditors are being paid in the ordinary course of business, and the Court has authorized the payment of third party "gap period" claims. The Debtor believes that its exclusive right to file a plan of reorganization has been, and will continue to be, an invaluable tool in its review, analysis and negotiation of any restructuring proposal. If the Court declines emergency consideration of the Motion, the Debtor's ability to propose a plan of reorganization would be significantly and irreparably damaged, Mr. Beckham adds. About Houston Regional Sports Network An involuntary Chapter 11 bankruptcy petition was filed against Houston Regional Sports Network, L.P. d/b/a Comcast SportsNet Houston (Bankr. S.D. Tex. Case No. 13-35998) on Sept. 27, 2013. The involuntary filing was launched by three units of Comcast/NBC Universal and a television-related company. The petitioners are: Houston SportsNet Finance LLC, Comcast Sports Management Services LLC, National Digital Television Center LLC, and Comcast SportsNet California, LLC. The petitioning creditors have filed papers asking the Bankruptcy Judge to appoint an independent Chapter 11 trustee "to conduct a fair and open auction process for the Network's business assets on a going concern basis." Houston Regional Sports Network is a joint enterprise among affiliates of the Houston Astros baseball team, the Houston Rockets basketball team, and Houston SportsNet Holdings, LLC -- "Comcast Owner" -- an affiliate of Comcast Corporation. The Network has three limited partners -- Comcast Owner, Rockets Partner, L.P., and Astros HRSN LP Holdings LLC. The primary purpose of Houston Regional Sports Network is to create and operate a regional sports programming service that produces, exhibits, and distributes sports programming on a full-time basis, including live Astros and Rockets games within the league- permitted local territories. Counsel for the petitioning creditors are Howard M. Shapiro, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; George W. Shuster, Jr., Esq., at Wilmer Cutler Pickering Hale and Dorr LLP; Vincent P. Slusher, Esq., at DLA Piper; and Arthur J. Burke, Esq., at Davis Polk & Wardwell LLP. Judge Marvin Isgur presides over the case. The Network was officially placed into Chapter 11 bankruptcy pursuant to a Feb. 7 Order for Relief. It has won approval to hire Haynes and Boone, Charles A. Beckham, Jr., Esq., Henry Flores, Esq., Abigail Ottmers, Esq., and Christopher L. Castillo, Esq., as counsel. It also hired Conway MacKenzie, Inc., as financial advisor. Harry Perrin, Esq., represents Astros owner Jim Crane. Alan Gover, Esq., represents the Rockets. The Astros are represented by Richard B. Drubel, Esq., Colleen A. Harrison, Esq., and Jonathan R. Voegele, Esq., at Boies, Schiller & Flexner LLP, in Hanover, NH; and Scott E. Gant, Esq., at Boies, Schiller & Flexner in Washington, DC. Comcast Corporation and NBCUniversal Media, LLC, are represented by Vincent P. Slusher, Esq., Eli Burriss, Esq., Andrew Mayo, Esq., and Andrew Zollinger, Esq., at DLA Piper; Arthur J. Burke, Esq., Timothy Graulich, Esq., and Dana M. Seshens, Esq., at Davis Polk & Wardwell LLP; and Howard M. Shapiro, Esq., and Craig Goldblatt, Esq., at Wilmer Cutler Pickering Hale and Dorr LLP. Attorney for McLane Champions, LLC and R. Drayton McLane, Jr., are Wayne Fisher, Esq., at Fisher Boyd & Huguenard, LLP. HOWREY LLP: Dist. Court Won't Stay Settlement Pending Appeal ------------------------------------------------------------ Advanced Discovery Inc., Howrey Claims, LLC, Kent Daniels & Associates, LLC, and L.A. Best Photocopies, Inc. move for a stay pending appeal to the U.S. District Court for the Northern District of California of the bankruptcy court's order approving a settlement between the trustee, a committee of unsecured creditors, and certain former partners of the now defunct law firm, Howrey LLP. Advanced Discovery et al. asked the District Court to decide the motion on an accelerated basis, which the Court has accommodated. On July 11, 2014, the District Court held a telephonic hearing on shortened time. In a ruling three days later, District Judge James Donato denied the stay, ruling that Advanced Discovery et al. have not demonstrated that a stay is warranted because they failed to show a likelihood of success on the merits, the alleged irreparable harm is speculative at best, and the non-moving parties will be significantly injured if the stay is granted. Advanced Discovery et al. are small trade creditors of Howrey LLP. According to their counsel, Advanced Discovery et al.'s unsecured creditor claims amount to less than $175,000. The Howrey bankruptcy as a whole has approximately $100 million in unsecured creditor claims. Even giving Advanced Discovery et al. the full benefit of $175,000 in claims, their portion of the bankruptcy is less than 2%. Howrey Claims LLC is a company formed during the Howrey LLP bankruptcy proceedings that purchased claims from other creditors -- thus becoming a creditor itself -- and pursued those claims in the bankruptcy. In November 2012, Howrey Claims purported to bring a class action lawsuit in the bankruptcy court to recover damages directly from the former Howrey LLP partners on an alter ego theory. The bankruptcy court did not permit Howrey Claims to go forward with that lawsuit, which is the subject of a separate appeal in District Court. The bankruptcy court held that the alter ego claim under "either a fraudulent-transfer or a wrongful- distribution-of-capital theory . . . plainly belongs to the trustee." On March 5, 2014, the chapter 11 bankruptcy trustee, Allan B. Diamond, the Official Committee of Unsecured Creditors, and certain former Howrey LLP partners represented by the law firm of Klee Tuchin Bogdanoff & Stern LLP filed a Joint Motion to Approve a Settlement with the Former Howrey Partners Represented by Klee Tuchin. The settlement agreement provides that in exchange for $4,214,254, the former Howrey partners represented by Klee Tuchin will be fully released from, among other things, the trustee's breach of contract and fraudulent transfer claims. Advanced Discovery et al. objected to the Settlement on several grounds, including that it would release alter ego claims that do not belong exclusively to the trustee. On June 24, 2014, the bankruptcy court held a hearing on the Settlement. Advanced Discovery et al.'s objections were overruled and the Settlement was approved. During the hearing, Advanced Discovery et al. made an oral motion to stay any adverse order pending appeal. The bankruptcy court denied Advanced Discovery et al.'s request. The case before the District Court is, ADVANCED DISCOVERY INC., et al., Appellants, v. ALLAN DIAMOND, et al., Appellees, Case No. 14-CV-03062-JD (N.D. Calif.). A copy of the District Court's July 14, 2014 Order is available at http://is.gd/IYn6x5from Leagle.com. Advanced Discovery, Inc., et al. are represented by: Frank R. Ubhaus, Esq. BERLINER COHEN 10 Almaden Blvd San Jose, CA Tel: (408) 286-5800 E-mail: frank.ubhaus@berliner.com - and - Myron Moskovitz, Esq. LAW OFFICES OF MYRON MOSKOVITZ 601 Van Ness Avenue, Suite 1042 San Francisco, CA 94102 Tel: 510-384-0354 - and - William McGrane, Esq. McGRANE LLP Four Embarcadero Center, Suite 1400 San Francisco, CA 94111 Telephone: 415-292-4807 E-mail: william.mcgrane@mcgranellp.com The Official Committee of Unsecured Creditors of Howrey LLP, Interested Party, is represented by: Bradford Frost Englander, Esq. WHITEFORD, TAYLOR AND PRESTON, LLP 3190 Fairview Park Drive, Suite 300 Falls Church, VA 22042-4510 Tel: 703-280-9081 Fax: 703-280-3370 E-mail: benglander@wtplaw.com About Howrey LLP Three creditors filed an involuntary Chapter 7 petition (Bankr. N.D. Cal. Case No. 11-31376) on April 11, 2011, against the remnants of the Washington-based law firm Howrey LLP. The filing was in San Francisco, where the firm had an office. The firm previously was known as Howrey & Simon and Howrey Simon Arnold & White LLP. The firm at one time had more than 700 lawyers in 17 offices. The partners voted to dissolve in March 2011. The firm specialized in antitrust and intellectual-property matters. The three creditors filing the involuntary petition together have $36,600 in claims, according to their petition. The involuntary chapter 7 petition was converted to a chapter 11 case in June 2011 at the request of the firm. In its schedules filed in July, the Debtor disclosed assets of $138.7 million and liabilities of $107.0 million. Representing Citibank, the firm's largest creditor, is Kelley Cornish, Esq., a partner at Paul, Weiss, Rifkind, Wharton & Garrison. Representing Howrey is H. Jason Gold, Esq., a partner at Wiley Rein. The Official Committee of Unsecured Creditors is represented in the case by Bradford F. Englander, Esq., at Whiteford, Taylor And Preston LLP. In September 2011, Citibank sought conversion of the Debtor's case to Chapter 7 or, in the alternative, appointment of a Chapter 11 Trustee. The Court entered an order appointing a Chapter 11 Trustee. In October 2011, Allan B. Diamond was named as Trustee. He is represented by Andrew Baxter Ryan, Esq., and Stephen Todd Loden, Esq., at Diamond McCarthy LLP as counsel. INDEPENDENCE TAX IV: Posts 2.71-Mil. Net Loss in FY Ended March 31 ------------------------------------------------------------------ Independence Tax Credit Plus L.P. IV reported a net loss of $2.71 million on $3.6 million of total revenues for the fiscal year ended March 31, 2014, compared to a net loss of $967,365 on $3.45 million of total revenues in 2013. At March 31, 2014, the Partnership's liabilities exceeded assets by $21.89 million, including gain on sale of properties of $819,451. These factors raise substantial doubt about the Partnership's ability to continue as a going concern. The Company reported a net loss of $2.71 million on $3.6 million of total revenues for the fiscal year ended March 31, 2014, compared to a net loss of $967,365 on $3.45 million of total revenues in 2013. The Company's balance sheet at March 31, 2014, showed $4.79 million in total assets, $26.69 million in total liabilities and stockholders' deficit of $21.89 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/m5nLzJ New York-based Independence Tax Credit Plus L.P. IV is a limited partnership which was formed under the laws of the State of Delaware on Feb, 22, 1995. On July 6, 1995, the Partnership commenced a public offering of Beneficial Assignment Certificates representing assignments of limited partnership interests in the Partnership. The Partnership received $45,844,000 of gross proceeds from the Offering from 2,759 investors. The Offering was terminated on May 22, 1996. The Partnership's initial business was 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 currently in the process of developing a plan to dispose of all of its investments. It is anticipated that this process will take a number of years. The Partnership reported a net loss of $967,365 on $4.2 million of revenues in fiscal 2013, compared with net income of $970,124 on $4.1 million of revenues in fiscal 2012. INTELLICELL BIOSCIENCES: Rosen Seymour Dismissed as Accountants --------------------------------------------------------------- The Audit Committee of the Board of Intellicell Biosciences, Inc., approved the dismissal of Rosen Seymour Shapss Martin & Company LLP as the Company's independent registered public accounting firm, effective immediately. The dismissal was not a result of any disagreement with the accounting firm. The report of Rosen Seymour Shapss Martin & Company LLP on the Company's consolidated financial statements as of and for the year ended Dec. 31, 2013, did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, and included explanatory paragraphs, except for going concern language. On July 1, 2014, the Audit Committee approved the appointment of Rosenberg Rich Baker Berman & Company as the Company's independent registered public accounting firm to perform independent audit services beginning with the quarter ended June 30, 2014. During the year ended Dec. 31, 2013, and through July 1, 2014, neither the Company, nor anyone on its behalf, consulted Rosenberg Rich Baker Berman & Company regarding the application of accounting principles related to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements or as to any disagreement or reportable event as described in Item 304(a)(l)(iv) and Item 304(a)(l)(v), respectively, of Regulation S-K under the Securities Act of 1933, as amended. About Intellicell Biosciences Intellicell BioSciences, Inc., headquartered in New York, N.Y., was formed on Aug. 13, 2010, under the name "Regen Biosciences, Inc." as a pioneering regenerative medicine company to develop and commercialize regenerative medical technologies in large markets with unmet clinical needs. On Feb. 17, 2011, the company changed its name from "Regen Biosciences, Inc." to "IntelliCell BioSciences Inc". To date, IntelliCell has developed proprietary technologies that allow for the efficient and reproducible separation of stromal vascular fraction (branded "IntelliCell(TM)") containing adipose stem cells that can be performed in tissue processing centers and in doctors' offices. Intellicell Biosciences reported a net loss of $11.14 million on $0 of total net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.15 million on $534,942 of total net revenues during the prior year. The Company's balance sheet at March 31, 2014, showed $4.09 million in total assets, $25.26 million in total liabilities and a $21.16 million total stockholders' deficit. Going Concern "The condensed consolidated financial statements have been prepared on a going concern basis which assumes the Company will be able to realize its assets and discharge its liabilities in the normal course of business for the foreseeable future. The Company has incurred losses since inception resulting in an accumulated deficit of $61,421,672 and a working capital deficit of $23,780,066 as of March 31, 2014, respectively. Further losses are anticipated in the continued development of its business, raising substantial doubt about the Company's ability to continue as a going concern. The ability to continue as a going concern is dependent upon the Company generating profitable operations in the future and/or to obtain the necessary financing to meet its obligations and repay its liabilities arising from normal business operations when they come due. Management intends to finance operating costs over the next twelve months with existing cash on hand and a private placement of common stock or other debt or equity securities. There can be no assurance that we will be able to obtain further financing, do so on reasonable terms, or do so on terms that would not substantially dilute our current stockholders' equity interests in us. If we are unable to raise additional funds on a timely basis, or at all, we probably will not be able to continue as a going concern," the Company said in the quarterly report for the period ended March 31, 2014. INTERCEPT ENERGY: K.R. Margetson Ltd. Raises Going Concern Doubt ---------------------------------------------------------------- Intercept Energy Services Inc. filed with the U.S. Securities and Exchange Commission on May 15, 2014, its annual report on Form 20- F for the year ended Dec. 31, 2013. K.R. Margetson Ltd. expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company incurred a significant loss from operation, negative cash flows from operating activities and has an accumulated deficit. The Company reported a net loss of C$3.03 million on C$2.1 million of revenue in 2013, compared with a net loss of C$4.13 million on C$518,733 of revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed C$4.78 million in total assets, C$6.41 million in total liabilities, and a stockholders' deficit of C$1.63 million. A copy of the Form 20-F is available at: http://is.gd/L9fpfD Intercept Energy Services Inc., an oil and gas service company, specializes in frac water heating, unconventional energy extraction, and related services in Canada and the United States. The company provides BIG HEAT, a proprietary technology that heats water used in the fracturing process by exploration and production companies. Its services comprise oil sands processing, oilfield equipment, and oilfield waste disposal and recovery of reusable products from waste. The company also owns and operates six thru- tubing power tong units. In addition, it also rents equipment. The company was formerly known as Global Green Matrix Corp. and changed its name to Intercept Energy Services Inc. in September 2013. Intercept Energy Services Inc. was incorporated in 1995 and is headquartered in Vancouver, Canada. INTERNATIONAL FOREIGN: DiConza May Handle Special Claims Matters ---------------------------------------------------------------- International Foreign Exchange Concepts Holdings, Inc., et al., sought and obtained authorization from the Hon. Robert E. Gerber of the U.S. Bankruptcy Court for the Southern District of New York to expand the scope of retention and employment of DiConza Traurig Kadish LLP, to allow DTK to provide services in connection with certain claims against the Debtors' estates which appear likely to remain unresolved as of the consummation of the Debtors' plan of liquidation. DTK may render these legal services with respect to Special Claims Matters as requested by the Debtors and in addition to the services authorized by the court order dated Dec. 3, 2013: a) advising the Debtors concerning, and assisting in the negotiation, litigation and resolution of Special Claims Matters; b) conducting discovery, filing motions and objections, and participating in hearings, as may be appropriate, with respect to Special Claims Matters; c) investigating and advising concerning potential counterclaims and defenses to be asserted against claimants relating to Special Claims Matters; and d) performing other legal services for and on behalf of the Debtors, and at their request, as be necessary or appropriate in connection with Special Claims Matters. In connection with Special Claims Matters, DTK will be compensated for fees and reimbursed for reasonable and necessary expenses, and will file interim and final fee applications for allowance of its compensation and expenses. DTK will use its best efforts to avoid any duplication of services provided by any of the Debtors' other retained professionals in these Chapter 11 cases. About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. INTERNATIONAL MANUFACTURING: Trustee Wants IMG Cash Collateral -------------------------------------------------------------- Beverly N. McFarland, Chapter 11 trustee of International Manufacturing Group, Inc., asks for permission from the Hon. Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California to use cash collateral of IMG Funding, LLC, on a final basis for a four-month period effective nunc pro tunc to June 24, 2014. A hearing is set for July 23, 2014, at 10:00 a.m. to consider the Chapter 11 Trustee's motion. The Chapter 11 Trustee wants to use all proceeds from the Debtor's business selling and distributing medical supplies to dentists and to tattoo artists under the dba RelyAid located in West Sacramento up to the amount of $250,000 per month on the actual and necessary costs of operating the Business including any out of pocket expenses incurred by the Chapter 11 Trustee in operating the Business, or such higher amounts as reasonably required to maintain the operations of the Business if approved by IMG Funding. The Chapter 11 Trustee seeks to use all the gross proceeds in the operation of the Business for the actual and necessary costs of operating the business including any out of pocket expenses incurred by the Chapter 11 Trustee in operating the Business. In exchange for using the cash collateral, the Chapter 11 proposes to grant IMG a replacement lien on any and all assets of the Debtor of the same kind and character and to the same extent, validity and priority as IMG's pre-petition lien on the Debtor's assets nunc pro tunc to the Chapter 11 Trustee selection date. The Chapter 11 Trustee states in her July 2, 2014 court filing that based on an initial review of the operations of the Business, the Business receives gross revenue of approximately $250,000 per month, with positive future cash flow estimated at $8,000 to $15,000 per month (without any reserve for paying rent or mortgage debt for the facility in which the Business is located). IMG will be adequately protected by the proposed replacement lien and the preservation of the value of the Debtor's business and its assets as a going concern versus the value if the Business were closed and the inventory and equipment sold at a liquidation value, the Chapter 11 Trustee says. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. International Manufacturing Group, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30, 2014. The case is assigned to Judge Robert S. Bardwil. According to the docket, governmental entities have until Nov. 26, 2014, to file claims. The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. INTERNATIONAL MANUFACTURING: Beverly McFarland as Ch 11 Trustee --------------------------------------------------------------- The Hon. Robert S. Bardwil of the U.S. Bankruptcy Court for the Eastern District of California has approved the appointment of Beverly N. McFarland as Chapter 11 trustee in International Manufacturing Group, Inc.'s bankruptcy case. On June 19, 2014, the Court entered an order that a Chapter 11 trustee will be appointed by Tracy Hope Davis, U.S. Trustee for Region 17, in this case. After consultation with parties-in-interest, the U.S. Trustee selected Ms. McFarland as Chapter 11 Trustee. The U.S. Trustee sought the Court's approval on June 24, 2014. About International Manufacturing Deepal Wannakuwatte, the mastermind of a $150 million Ponzi scheme, put himself and his company, International Manufacturing Group Inc., into Chapter 11 after he pleaded guilty to one count of wire fraud and agreed to a 20-year prison sentence. The bankruptcy filing was part of his plea bargain with federal prosecutors. International Manufacturing Group, Inc., filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Cal. Case No. 14-25820) in Sacramento, on May 30, 2014. The case is assigned to Judge Robert S. Bardwil. According to the docket, governmental entities have until Nov. 26, 2014, to file claims. The Debtor has tapped Marc A. Caraska, in Sacramento, as counsel. Mr. Wannakuwatte is the former owner of the Sacramento Capitols tennis team. INVENTIV HEALTH: Moody's Rates $475MM 2nd Lien Notes 'Caa2' ----------------------------------------------------------- Moody's Investors Service affirmed the Caa1 Corporate Family Rating (CFR) and Caa1-PD Probability of Default Rating (PDR) of inVentiv Health Inc. The affirmation follows the announcement that inVentiv is launching a transaction in which it will replace its "B1-2" Term Loan due 2016 with a new "B4" term loan due 2018 and exchange up to $475 million of its existing Unsecured Notes for new Junior Lien PIK Toggle Notes. Moody's assigned a Caa2 rating to the new Junior Lien PIK Toggle Notes and a B2 rating to the "B4" Term Loan, and also downgraded the Unsecured Notes to Caa3 from Caa2. Moody's affirmed the B2 rating on the remaining 1st Lien Senior Secured debt as well as the Speculative Grade Liquidity Rating of SGL-3 (signifying adequate liquidity). The outlook remains negative. Moody's took the following rating actions on inVentiv Health Inc.: Ratings affirmed Corporate Family Rating, at Caa1 Probability of Default Rating, at Caa1-PD 1st lien senior secured "B3" Term Loan, at B2 (LGD3) 1st lien senior secured notes, at B2 (LGD3) Speculative Grade Liquidity Rating, at SGL-3 Ratings assigned 1st lien senior secured "B4" Term Loan, at B2 (LGD3) Junior Lien PIK Toggle notes, Caa2 (LGD5) Ratings downgraded Senior unsecured notes, to Caa3 (LGD5) from Caa2 (LGD5) The outlook is negative. Ratings Rationale The affirmation of the Caa1 CFR is supported by the reduced likelihood of a near-term default due to the extension of the first maturity to 2018, the potential cash injection of around $50 million through debt issued to the sponsors, as well as the ability to PIK the interest on the new Junior Lien Notes. A PIK election on the notes will conserve roughly $47.5 million of cash per year (assuming $475 million of unsecured notes are exchanged), allowing the company to preserve liquidity if necessary. That said, the increase of approximately $50 million of debt from the current transaction as well as the potential for increased debt from future PIK elections, creates an increasingly unsustainable capital structure given current EBITDA levels. Moody's estimates total debt to EBITDA of approximately 12.0x and interest coverage (defined as EBITDA less capital expenditures to interest expense) of less than 1.0x. The Caa1 rating is supported by positive trends in the industry, particularly in the late stage clinical business (approximately 45% of total revenue), which could aid a return to EBITDA growth for inVentiv; and the company's significant size and diversity of service offerings. Further supporting the ratings is the company's proactive management of its liquidity -- which Moody's believe will be adequate over the next 12-18 months -- as well as the equity sponsor's demonstrated willingness to contribute incremental capital to inVentiv. The downgrade of the senior unsecured notes to Caa3 from Caa2 reflects the meaningful increase in secured debt resulting from the proposed transactions, which would reduce the recovery prospects for unsecured note holders in the event of a default. Moody's will withdraw the B2 rating on the existing "B1-2" Term Loan maturing in 2016 if it is replaced as planned with the "B4" term loan. Notwithstanding the improvement in liquidity from the proposed transaction, the negative outlook reflects the risk that the company will not be able to achieve the meaningful improvement in EBITDA necessary to reduce its very high leverage and improve cash flow generation. Moody's could downgrade the ratings if EBITDA continues to decline and/or liquidity weakens. The ratings could be upgraded if the company is able to turn around its operations resulting in EBITDA growth, such that adjusted debt to EBITDA is expected to be sustained below 7.5 times. The principal methodology used in rating inVentiv 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. inVentiv, headquartered in Burlington, Massachusetts, is a provider of outsourced services to the pharmaceutical, life sciences and healthcare industries. inVentiv provides a broad range of clinical development, communications and commercialization services to clients to assist in the development and commercialization of pharmaceutical products and medical devices. For the twelve months ended March 31, 2014, the company reported greater than $1.5 billion in net revenues. In August 2010, inVentiv was taken private by Thomas H. Lee Partners and Liberty Lane Partners in a transaction valued at $1.1 billion. JACOBS FINANCIAL: Obtains $4.5 Million in Financing --------------------------------------------------- Jacobs Financial Group, Inc., on July 9, 2014, completed a $4,500,000 financing. In effect, a subsidiary of the Company borrowed the funds at 8.00% interest with principal repayments on a ten year schedule. Proceeds of the borrowing were applied: (i) to purchase from certain of the Company's note holders 50.7% ($1.775 million face amount) of the outstanding senior promissory notes comprising a $3.5 million financing dating from 2008, together with interest accrued thereon and the associated collateral, which senior promissory notes have been in default; (ii) to pay in full delinquent tax liabilities owed to the Internal Revenue Service and State of West Virginia; (iii) to pay an outstanding judgment; and (iv) to pay certain other current liabilities. The financing was a product of the Company's ongoing efforts to restructure its balance sheet to position itself to take advantage of business opportunities. About Jacobs Financial Jacobs Financial Group, Inc. (OTC Bulletin Board: JFGI) is a Charleston, West Virginia-based holding company for First Surety Corporation, a West Virginia domiciled surety, Triangle Surety Agency, an insurance agency that specializes in coal reclamation surety bonds, and Jacobs & Company, a registered investment advisor. Jacobs Financial reported a net loss of $1.10 million for the year ended May 31, 2012, compared with a net loss of $1.30 million during the prior fiscal year. The Company's balance sheet at Feb. 28, 2013, showed $8.63 million in total assets, $17.17 million in total liabilities, $1.89 million in total mandatorily redeemable convertible preferred stock, and a $10.43 million total stockholders' deficit. In the auditors' report accompanying the consolidated financial statements for the year ended May 31, 2012, Malin, Bergquist & Company, LLP, in Pittsburgh, PA, noted that the Company's significant net working capital deficit and operating losses raise substantial doubt about its ability to continue as a going concern. JAMES RIVER: Creditors' Panel Taps Dexter Patton as Consultant -------------------------------------------------------------- The Official Committee of Unsecured Creditors of James River Coal Company and its debtor-affiliates seeks authorization from the U.S. Bankruptcy Court for the Eastern District of Virginia to retain Dexter Patton Jr. as operational consultant, nunc pro tunc to May 20, 2014. The Committee requires Mr. Patton to: (a) analyze the Debtors' operations and cost structure; (b) analyze and compare the Debtors' operations to competitors; (c) conduct site visits; (d) interview the Debtors' management and employees; and (e) provide advice to the Committee with respect thereto. Subject to the Court's approval and except as otherwise modified herein or by order of the Court, the Committee seeks to: - pay Mr. Patton an hourly fee of $300 for his services; and - reimburse Patton for all actual, reasonable and documented out-of-pocket expenses incurred in connection with this engagement. Mr. Patton assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About James River James River Coal Company is a producer and marketer of coal in the Central Appalachia ("CAPP") and the Midwest coal regions of the United States. James River's principal business is the mining, preparation and sale of metallurgical coal, thermal coal (which is also known as steam coal) and specialty coal. James River and 33 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. E.D. Va. Case Nos. 14-31848 to 14-31886) in Richmond, Virginia, on April 7, 2014. The petitions were signed by Peter T. Socha as president and chief executive officer. Judge Kevin R. Huennekens oversees the Chapter 11 cases. On the petition date, James River Coal disclosed total assets of $1.06 billion and total liabilities of $818.6 million. Davis Polk & Wardwell LLP serves as the Debtors' counsel. Hunton & Williams, LLP, acts as the Debtors' local counsel. Kilpatrick Townsend & Stockton LLP serves as the Debtors' special counsel. Perella Weinberg Partners L.P. is the Debtors' financial advisor. Deutsche Bank Securities Inc. serves as the Debtors' investment banker and M&G advisor. Epiq Bankruptcy Solutions, LLC, acts as the debtors' notice, claims and administrative agent. The U.S. Trustee for Region 4 has appointed five creditors to the Official Committee of Unsecured Creditors. Michael S. Stamer, Esq., Alexis Freeman, Esq., and Jack M. Tracy II, Esq., at Akin Gump Strauss Hauer & Feld LLP; and Jonathan L. Gold, Esq., Christopher L. Perkins, Esq., and Christian K. Vogel, Esq., at LeClairRyan. JAMMIN JAVA: Squar, Milner, et al. Raises Going Concern Doubt ------------------------------------------------------------- Jammin Java Corp. reported a net loss of $6.7 million on $5.64 million of net revenue for the fiscal year ended Jan. 31, 2014, compared to a net loss of $4.02 million on $1.82 million of net revenue in 2013. Squar, Milner, Peterson, Miranda & Williamson, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred operating losses from inception, has an accumulated deficit approximating $13.76 million, and has only recently generated revenues from its principal operations. The Company's balance sheet at Jan. 31, 2014, showed $4.75 million in total assets, $1.9 million in total liabilities, and stockholders' equity of $2.85 million. A copy of the Form 10-K is available at: http://is.gd/Ix0Z3v Denver-based Jammin Java Corp. (OTC QB: JAMN) provides premium, artisan roasted coffee to the grocery, retail, online, service, hospitality, office coffee service and big box store industry. Under its exclusive licensing agreement with 56 Hope Road, the company continues to develop its coffee lines under the Marley Coffee brand. KGHM INT'L: S&P Revises Outlook to Neg. & Affirms 'BB-' CCR ----------------------------------------------------------- Standard & Poor's Ratings Services revised its outlook on Vancouver-based mining company KGHM International Ltd. (KGHMI) to stable from negative. At the same time, Standard & Poor's affirmed its 'BB-' long-term corporate credit and senior unsecured debt ratings. The '3' recovery rating on the senior unsecured notes is unchanged, and indicates S&P's expectation of meaningful (50%-70%) recovery in a default scenario. "The outlook revision primarily reflects our view that KGHMI is "strategically important" to its ultimate parent, KGHMI Polska Miedz S.A., following its direct financial support to the company and our understanding that this will continue, particularly with respect to Sierra Gorda-related capital requirements," said Standard & Poor's credit analyst Jarrett Bilous. S&P had previously assumed KGHMI was "moderately strategic" as per its group rating methodology. The ratings on KGHMI reflect Standard & Poor's view of the company's "weak" business risk profile and "highly leveraged" financial risk profile, which produce a 'b-' anchor score. S&P do not apply modifiers to the anchor score, resulting in a stand- alone credit profile (SACP) of 'b-'. Based on S&P's view of KGHMI's strategic importance to KGHMI Polska, it applies a three- notch uplift to the SACP as per S&P's group rating methodology, which results in a final rating of 'BB-'. The company relies highly on production from its Robinson mine in Nevada, which has historically contributed about half of its copper production and a similar amount of EBITDA. The risks of high production concentration became apparent in first-quarter 2014, because operating issues at Robinson led to a sharp deterioration in consolidated financial results and a subsequent revision in S&P's estimates for 2014. "In our view, the start of commercial production from the 55%- owned Sierra Gorda mining project in late 2014 should modestly enhance our view of KGHMI's business risk profile. Commercial production from the mine will add scale and diversity to the company's operations, and should improve its overall cash cost position. We believe the estimated 20-year life of the Sierra Gorda mine will also enhance KGHMI's production visibility, and profitability could substantially improve based on contemporary copper prices. However, the company's high degree of production concentration from a limited number of mines is likely to constrain the business risk assessment," S&P said. The stable outlook reflects S&P's expectations that KGHMI's financial risk profile will remain commensurate with a highly leveraged assessment, and that KGHMI Polska will assume funding requirements related to its Sierra Gorda JV. A negative rating action could result from a material decline in the company's liquidity, which could result from a sharp deterioration in margins at its current operating mines, or lower- than-expected financial support from KGHMI Polska. A positive rating action could result from significant improvement in KGHMI's SACP. In S&P's view, a sustained adjusted debt-to- EBITDA ratio of below 3x would likely be a trigger for a positive rating action. KIDSPEACE CORP: Removes KNCG From Joint Administration ------------------------------------------------------ The Hon. Richard E. Fehling of the U.S. Bankruptcy Court for the Eastern District of Pennsylvania authorized KidsPeace Corporation and its debtor-affiliates to remove KidsPeace National Centers of Georgia (Case No. 13-14512) from the joint administration with the their related Chapter 11 case for procedural purposes. About KidsPeace Corp. KidsPeace Corp., a provider of behavioral services for children, filed a petition for Chapter 11 reorganization (Bankr. E.D. Pa. Case No. 13-14508) on May 21, 2013, in Reading, Pennsylvania. KidsPeace operates a 96-bed pediatric psychiatric hospital in Orefield, Pennsylvania. Assets are $86.7 million, and debt on the books is $158.6 million, according to a court filing. The Debtor, which sought bankruptcy protection with eight affiliates, tapped Norris McLaughlin & Marcus, P.A. as counsel; EisnerAmper LLP as financial advisor, and Rust Omni as claims and notice agent. Assets total $158,587,999 at the end of 2012. The Debtors owe approximately $56,206,821 in bond debt, and they have been told that their pension liability is allegedly about $100,000,000 of which the Debtors currently reflect $83,049,412 on their books. KidsPeace sought Chapter 11 (i) as a means to implement a negotiated restructuring of bond debt currently aggregating approximately $51,310,000 plus accrued interest to a reduced amount of approximately $24 million in new 30-year bonds with interest at 7.5 percent, and (ii) to continue on-going negotiations with the Pension Benefit Guaranty Corporation in hopes of reducing the PBGC asserted obligation of $100+ million to an amount that the Debtors can reasonably expect to satisfy. The Debtor disclosed $157,930,467 in assets and $168,768,207 in liabilities as of the Chapter 11 filing. Since March 2012, MK has been exploring possible affiliation or acquisition opportunities; however, no offer of an affiliation or acquisition has been presented to the Debtors. Gemino Healthcare Finance, LLC, the prepetition revolving lender, is represented by James S. Rankin, Jr., Esq., at Parker, Hudson, Rainer & Dobbs LLP; and Weir & Partners LLP's Walter Weir, Jr., Esq. UMB Bank, N.A., on behalf of bondholders, Performance Food Group d/b/a AFI, W.B. Mason Co., Inc., Pension Benefit Guaranty Corporation, and Teresa Laudenslager were appointed to an official committee of unsecured creditors in the Debtors' cases. The Official Committee of Unsecured Creditors is represented by Fitzpatrcik Lentz & Bubba, P.C., and Lowenstein Sandler LLP as counsel. FTI Consulting, Inc. serves as the panel's financial advisor. LATEX FOAM: U.S. Trustee Appoints 5-Member Creditors' Committee --------------------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, appointed, pursuant to Section 1102(a)(1) of the Bankruptcy Code, these entities to the Official Committee of Unsecured Creditors in the Chapter 11 case of Latex Foam International, LLC: 1. BASF CORPORATION Attention: Peter Argiriou, Director of Credit 100 Park Avenue Florham Park, NJ 07932 Tel: (973) 245-6577 Fax: (973) 2245-6779 2. INCENTIVE TEAM, LLC Attention: Peter Goldberger, Senior Partner 2450 Atlanta Highway, Suite 1103 Cumming, GA 30040 Tel: (770) 643-4732 Fax: (404) 382-6010 3. RUCKEL MANUFACTURING CO. Attention: Joseph Rottenberg, Partner 63 Flushing Avenue, Unit 331 Brooklyn, NY 11205 Tel: (718) 643-8005 Fax: (718) 643-8008 4. ERGOMOTION INC. Michael Collins, Staff Accountant 19 East Ortega Street Santa Barbara, CA 93101 Tel: (805) 979-3930 Fax: N/A 5. PLEASANT MATTRESS, INC. Attention: Rion Morgenstern, Vice President 375 S. West Avenue Fresno, CA 93706 Tel: (559) 268-6446 Fax: (559) 268-0431 About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI estimated $10 million to $50 million in assets and debt. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. LIVEDEAL INC: Posts $975K Net Loss for Q1 Ended March 31 -------------------------------------------------------- LiveDeal, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $975,860 on $678,033 of net revenues for the three months ended March 31, 2014, compared with a net loss of $3.21 million on $555,084 of net revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $13.45 million in total assets, $1.3 million in total liabilities, and stockholders' equity of $12.16 million. For the six months ended March 31, 2014 and 2013, the Company had a net loss of $1.38 million and $4.27 million respectively. These circumstances result in substantial doubt as to the Company's ability to continue as a going concern, according to the regulatory filing. The Company said its ability to continue as a going concern is dependent upon the Company's ability to generate sufficient revenues to operate profitably or raise additional capital through debt financing and/or through sales of common stock. The failure to achieve the necessary levels of profitability and obtain the additional funding would be detrimental to the Company. A copy of the Form 10-Q is available for free at: http://is.gd/1KKZwx Las Vegas, Nev.-based LiveDeal, Inc., provides online customer acquisition services for small-to-medium sized local businesses, or "SMBs". LIVING HOPE SOUTHWEST: Pinewood Can't Intervene in Suit v. LHSE --------------------------------------------------------------- Living Hope Southwest Medical Services, LLC breached a lease agreement with Pinewood Enterprises, L.C., for certain real property located in Texarkana, Arkansas, and in the spring of 2006 Pinewood filed a complaint in the Circuit Court of Miller County, Arkansas to recover the property, for a judgment on past-due lease payments, and to pierce the corporate veil of LHSW. On July 18, 2006, the Miller County Circuit Court entered an Order for Immediate Possession. LHSW filed a petition for relief under Chapter 11 of the bankruptcy code on that same date. The case was later converted to a case under Chapter 7 of the Bankruptcy Code on August 15, 2008, and Renee S. Williams was appointed as the Chapter 7 Trustee. In February 2009, the Chapter 7 Trustee filed several adversary proceedings against numerous defendants related to the debtor, LHSW, including Living Hope Southeast, LLC, seeking to recover pre-petition and post-petition transfers by LHSW. The Trustee entered into a Settlement Agreement with several of the defendants on May 27, 2009. The bankruptcy court granted approval of the settlement over the objections of two unsecured creditors of LHSW, including Pinewood. The settlement, however, was overturned on appeal. The parties then attempted to amend the settlement agreement. The amended settlement was again overturned on appeal. The adversary proceeding was administratively closed on July 19, 2011, but reopened on November 30, 2012. The same day the proceeding was reopened, the Chapter 7 Trustee filed a motion to amend the complaint in the proceeding, which the bankruptcy court granted on December 3, 2012. The Chapter 7 Trustee then filed her third amended complaint, against LHSE only, on December 4, 2012, requesting the bankruptcy court to avoid certain post-petition transfers from LHSW to LHSE and to impose a constructive trust on the avoided transfers. A pre-trial hearing was held on December 18, 2012, at which time the matter was set for trial on January 15, 2013. Pinewood alleges that it was not aware that these events had occurred in the AP until the end of 2012. On January 4, 2013, the Chapter 7 Trustee filed a pretrial brief in which the Trustee more explicitly sought a constructive trust on all current assets of LHSE and on its future net income stream. Allegedly in response to this pretrial brief, Pinewood filed a motion for relief from the automatic stay in LHSE's pending bankruptcy case so that it could move to intervene in the adversary proceeding in the LHSW bankruptcy. On January 9, 2013, Pinewood filed a motion to continue the adversary proceeding to have sufficient time to gain relief from the stay in the LHSE bankruptcy. Pinewood obtained relief from the stay in the LHSE bankruptcy on January 14, and filed its motion to intervene in the LHSW adversary proceeding on the same day. The bankruptcy court denied both the motion for continuance and the motion to intervene on January 15, 2013, and then proceeded to trial on the Chapter 7 Trustee's third amended complaint against LHSE. Ultimately, the bankruptcy court denied the Trustee's request for a constructive trust but awarded the Trustee an unsecured claim against LHSE in the amount of $1,190,000. Dr. James J. Naples, as successor in interest to Pinewood, now appeals the bankruptcy court's orders denying Pinewood's motions for intervention and continuance as well as the order granting an unsecured claim to LHSW against LHSE. In a July 14, 2014 Opinion and Order available at http://is.gd/Ksx8ajfrom Leagle.com, Chief District Judge P.K. Holmes, III, affirmed the decision of the U.S. Bankruptcy Court for the Western District of Arkansas. The orders of the Bankruptcy Court denying Pinewood's motions for intervention and continuance are affirmed, and the appeal is dismissed. The appellate case is, JAMES J. NAPLES, Appellant, v. RENEE S. WILLIAMS, Appellee, Case No. 4:13-CV-04028 (W.D. Ark.). James J Naples is represented by: Gary D. Marts, Jr., Esq. Judy Simmons Henry, Esq. Kimberly W. Tucker, Esq. WRIGHT, LINDSEY & JENNINGS LLP 200 West Capitol Avenue, Suite 2300 Little Rock, AR 72201 Tel: 501-212-1234 Fax: 501-376-9442 E-mail: gmarts@wlj.com jhenry@wlj.com ktucker@wlj.com Renee S. Williams, the Chapter 7 Trustee, is represented by: Thomas S. Streetman, Esq. Renee S. Williams, Esq. Robert Bynum Gibson, III, Esq. STREETMAN, MEEKS & GIBSON, PLLC 302 Main Street Crossett, AR 71635 Tel: 870-229-0604 Toll Free: 800-621-5537 Fax: 870-364-6500 Living Hope Southeast, LLC, as Defendant, is represented: Justin D. Wear, Esq. Michael Edward Collins, Esq. MANIER & HEROD One Nashville Place 150 Fourth Avenue North, Suite 2200 Nashville, TN 37219 Tel: (615) 742-9328 Fax: (615) 242-4203 E-mail: jwear@manierherod.com mcollins@manierherod.com Living Hope Southeast, LLC, based in Little Rock, Arkansas, filed for Chapter 11 bankruptcy (Bankr. E.D. Ark. Case No. 12-11082) on Feb. 27, 2012. James E. Smith, Jr., Esq., at Smith Akins P.A., represented the Debtor. LHSE scheduled $795,648 in assets and liabilities of $1,403,166. The petition was signed by Michael Grundy, vice president and CEO. Living Hope Southwest Medical Services LLC, in Texarkana, Arkansas filed for Chapter 11 bankruptcy (Bankr. W.D. Ark. 06-71484) on July 18, 2006. The case was later converted to a Chapter 7 liquidation on Aug. 15, 2008. Richard L. Ramsay, Esq., at Eichenbaum, Liles & Heister, P.A., served as Chapter 11 counsel. In its petition, the Debtor did not disclose its assets but indicated that debts were between $1 million to $10 million. Renee S. Williams was named trustee in the Chapter 7 bankruptcy case. LOFINO PROPERTIES: Gets Disclosure Statement Approved ----------------------------------------------------- Judge Lawrence S. Walter entered an order on July 3, 2014, approving the First Amended Disclosure Statement with respect to the Joint Plan for Lofino Properties, Inc. and Southland 75, LLC. The Troubled Company Reporter reported on May 26, 2014, that the Plan Plan will be implemented: -- through disposition of property that serves as collateral to the debt owed to GLICNY Real Estate Holding, LLC; -- by cash generated by Reorganized Lofino's operations; -- the potential sale of property that serves as collateral to debt owed to First Financial; -- by the collection and liquidation of the Debtors' non-operating assets; and -- by recoveries from Causes of Action. The Plan provides for the payment in full of all valid claims over time. The Plan designates certain unclassified Claims, five Classes of Claims against the Debtors, and two Classes of Interests. About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as Receiver. Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by Isaac M. Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren, Esq., at Blomgren & Bobka Co., L.P.A. LOFINO PROPERTIES: Ch. 11 Trustee Taps Gibbs as Special Counsel --------------------------------------------------------------- Henry E. Menninger, Jr., as Chapter 11 Trustee for Lofino Properties LLC and Southland 75 LLC, asks the Hon. Lawrence S. Walter of the U.S. Bankruptcy Court for the Southern District of Ohio for permission to retain The Gibbs Firm, LPA as his special counsel, nunc pro tunc March 25, 2014. The firm is expected to appeal the real estate taxes on the properties subject to the mortgages of Glicny Real Estate Holding LLC. The firm proposes to perform legal services in connection with its employment on an hourly basis at $300 per hour, which is less than the $350 per hour usual and customary hourly rate of Ryan J. Gibbs, Esq., attorney at the firm, plus reimbursement of reasonable and necessary expenses. The Chapter 11 Trustee assures the Court that the firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as Receiver. Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by Isaac M. Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren, Esq., at Blomgren & Bobka Co., L.P.A. LOVE CULTURE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Love Culture Inc. 1400 Willowbrook Mall, Suite 1655 Wayne, NJ 07470 Case No.: 14-24508 Type of Business: A specialty retailer in the fast fashion segment and brand of edgy, fashion-forward apparel and accessories catering to young women in the 18-35 demographic. Chapter 11 Petition Date: July 16, 2014 Court: United States Bankruptcy Court District of New Jersey (Newark) Judge: Hon. Novalyn L. Winfield Debtor's Counsel: Kenneth A. Rosen, Esq. Gerald C. Bender, Esq. LOWENSTEIN SANDLER LLP 65 Livingston Avenue Roseland, NJ 07068 Tel: 973.597.2500 Fax: 973.597.2400 Email: krosen@lowenstein.com gbender@lowenstein.com Debtor's J.E. Rick Bunka Chief POINT NORTH LLC Restructuring Officer: Debtor's Financial Advisor: PRICEWATERHOUSECOOPERS LLP Debtor's Claims and Noticing Agent: E.B.S. LLC DBA EPIQ SYSTEMS Debtor's Investment CONSENSUS ADVISORY SERVICE LLC AND Banker: CONSENSUS SECURITIES LLC Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by J.E. Rick Bunka, chief restructuring officer. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Prime Business Credit, Inc. $4,851,025 1055 West Seventh Street Suite 2200 Los Angeles, CA 90017 Tel: (213)225-1000 E-Mail: jchae@pbcusa.com General Growth Properties, Inc. Leases $3,941,690 Julie Minnick Bowden 110 N. Wacker Drive Chicago, IL 60606 Tel.: (312)960-2707 E-Mail: julie.minnick@ggp.com Willowbrook Mall, LLC 1400 Willowbrook Mall Suite 1655 Wayne, NJ 07470 Bridgewater Commons Mall II, LLC 400 Commons Way, Suite 225 Bridgewater, NJ 08807 Woodbridge Center Property, LLC 250 Woodbridge Center Drive, Suite 103 Woodbridge, NJ 94550 EJK $2,565,853 500 S. Berendo Street, Suite 105 Los Angeles, CA 90020 Tel.: (213)604-0302 Email: ponku@att.net FNS, Inc. $2,488,428 440 Sylvan Avenue, Suite 270 Englewood Cliffs, NJ 07632 Tel.: (310)667-4822 Email: Christine.joo@pantos.com Simon Property Group, Inc. Leases $1,983,787 Ronald M. Tucker 225 West Washington Street Indianapolis, IN 46204 Tel.: (317)263-2346 Email: Rtucker@simon.com The Taubman Company Leases $1,189,266 200 East Long Lake Road, Suite 300 Bloomfield Hills, MI 48304 Tel.: (248)258-7565 Email: mgala@taubman.com Lux Design & Construction Ltd. $1,134,280 P.O. Box 158806 Nashville, TN 37215 Tel.: (852)3107-0006 Email: info@lux.com.hk Lovely Day $941,654 1015 S. Crocker Street, Suite S03 Los Angeles, CA 90021 Tel.: (213)741-0752 Email: lovelydayfashion@yahoo.com Epicor Retail Solutions Corporation Agreement Unknown 2800 Trans Canada Highway Pointe Claire, QUE H9R 1B1 Tel.: (514)426-0822 Email:info@epicor.com Demandware, Inc. Agreement Unknown 5 Wall Street Burlington, MA 01803 Tel.: (781)425-1400 Email: rjames@demandware.com Be Cool $903,435 1016 S. Towne Avenue, Suite 116 Los Angeles, CA 90021 Tel.: (213)746-0202 Email: becool1016116@yahoo.com San Joy $808,763 1100 S. Pedro Street, Suite G3 Los Angeles, CA 90015 Tel.: (213)742-0371 Email: sanjoyinc.@hotmail.com Teenbell $748,419 1100 S. San Pedro Street, Suite N-2 Los Angeles, CA 90015 Tel.: (213)747-5560 Email: teenbellkay@gmail.com My Story $674,872 3450 Wrightsboro Road Augusta, GA 30909 Tel.: (213)744-0566 Email: mystory1000@gmail.com Timing $623,222 2809 S. Santa Fe Avenue Vernon, CA 90058 Tel.: (323)589-8684 Email: joycekim@timingfashion.com Popular Basic $619,310 747 E. 10th Street, Suite 112 Los Angeles, CA 90021 Tel.: (213)572-0888 Email: davidchoi@popularbasics.com The Westfield Group Leases $577,990 2049 Century Park East, 41st Floor Century City, CA 90067 Tel.: (240) 669-0335 Email: lawong@westfield.com Sugar Mint $542,750 807 E. 12th Street, Suite 150 Los Angeles, CA 90021 Tel.: (323)262-0799 Email: lauren@sugarmintfashion.com January 7 $525,343 1001 Towne Avenue, Suite 115 Los Angeles, CA 90021 Tel.: (213)746-1111 Email: January7clothing@hotmail.com Macerich Real Estate Co. Leases $442,965 401 Wilshire Boulevard, Suite 700 Santa Monica, CA 90401 Tel.: (424)229-3641 Email: Michelle.Woods@macerich.com M LINE HOLDINGS: Incurs $973-K Net Loss for March 31 Quarter ------------------------------------------------------------ M Line Holdings, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $973,713 on $2.42 million of net sales for the three months ended March 31, 2014, compared with a net loss of $615,413 on $2.32 million of net sales for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $4.62 million in total assets, $7.75 million in total liabilities, and a stockholders' deficit of $3.13 million. The Company has an accumulated deficit of $15.04 million as of March 31, 2014 and negative working capital. The Company recognizes that the very weak economy over the past few years and the difficulty in raising new funds has impacted the working capital needs of the Company. A copy of the Form 10-Q is available at: http://is.gd/IcSUa7 About M Line Holdings Tustin, Calif.-based M Line Holdings, Inc., provides services and products to the machine tool industry, including the sale of new and refurbished pre-owned computer numerically controlled (CNC) machines and the manufacture of precision metal components. * * * Following the company's results for the fiscal year ended June 30, 2013, MaloneBailey, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has suffered recurring losses from operations and negative cash flows from operations. The Company reported a net loss of $4.39 million on $9.32 million of net sales for the year ended June 30, 2013, compared with a net loss of $768,242 on $10.18 million in fiscal 2012. MEDIMPACT HOLDINGS: Moody's Affirms 'B3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook of MedImpact Holdings, Inc. to positive from stable. At the same time, Moody's affirmed MedImpact's existing ratings including its B3 Corporate Family Rating. Ratings affirmed with a positive outlook: MedImpact Holdings, Inc. Corporate Family Rating at B3 Probability of Default Rating at B3-PD $160 million Senior Secured Notes at Caa2 (LGD5) $230 million Senior Secured Notes at Caa2 (LGD5) Rating Rationale "MedImpact's leverage remains relatively high following the 2013 acquisitions of ScriptSave and Apex Affinity, but leverage is likely to moderate as the company realizes growth in script volume and EBITDA, " said Diana Lee, a Moody's Vice President and Senior Credit Officer. The change to a positive outlook reflects Moody's belief that MedImpact will sustain good retention rates and new customer wins. The positive outlook further reflects Moody's view that MedImpact is not likely to engage in debt-financed acquisitions over the next 12 to 18 months and instead, will continue to deleverage, benefiting from improved profitability and cash flow. MedImpact's B3 CFR reflects high leverage, a small revenue base, and a highly concentrated ownership structure that historically resulted in aggressive financial practices. Debt levels rose following the issuance of debt in 2013 to partially fund acquisitions of ScriptSave and Apex Affinity, both offering drug card savings programs. The ratings benefit from MedImpact's position as a niche pharmacy benefit manager (PBM) that serves mid-sized customers, including hospital systems, regional managed care organizations and state Medicaid health plans. Recent acquisitions and new contract wins should improve top-line growth and help offset declines in revenue per claim. Because MedImpact does not purchase drugs or own mail-order fulfillment or specialty services, its revenue base is extremely small compared to larger full-service PBMs. If MedImpact realizes improved sales and profitability so that debt/EBITDA is sustained below 4.0 times, the ratings could be upgraded. In addition, Moody's would need to see RCF/debt that is sustained well above 10%. This further assumes that management demonstrates a commitment to more conservative financial practices. If operating results (associated with loss of members or pricing constraints) deteriorate, the ratings could be downgraded. A need to borrow for additional acquisitions or to address payable needs or weakened liquidity could also result in a ratings downgrade. Debt/EBITDA sustained above 5.0 times could also result in a ratings downgrade. The principal methodology used in this rating was the Global Distribution & Supply Chain Services published in November 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. MedImpact Holdings, Inc. is the parent of its principal operating subsidiary, MedImpact Healthcare Systems, Inc., a full service PBM headquartered in San Diego, California. The company serves a number of customers including hospital systems, regional managed care organizations ("MCO's") and state Medicaid plans. The majority shareholder, who is the founder of MedImpact, owns approximately 89% of the company. MEE APPAREL: Court Okays Hiring of Prime Clerk as Advisor --------------------------------------------------------- MEE Apparel LLC and MEE Direct LLC sought and obtained permission from the Hon. Christine M. Gravelle of the U.S. Bankruptcy Court for the District of New Jersey to employ Prime Clerk LLC as administrative advisor, nunc pro tunc to Jun. 3, 2014. Prime Clerk will perform the services listed in the Prime Clerk Agreement, if necessary, as the administrative advisor, at the request of the Debtors. The services (the "Section 327 Services") include, but are not limited to: (a) assist with, among other things, solicitation, balloting and tabulation of votes, and prepare any related reports, as required in support of confirmation of a chapter 11 plan, and in connection with such services, process requests for documents from parties in interest, including, if applicable, brokerage firms, bank back offices and institutional holders; (b) prepare an official ballot certification and, if necessary, testify in support of the ballot tabulation results; (c) manage and coordinate any distributions pursuant to a chapter 11 plan; and (d) provide such other processing, solicitation, balloting and other administrative services described in the Services Agreement, but not included in the Section 156(c) Application, as may be requested from time to time by the Debtors, the Court or the clerk's office. Prime Clerk will be paid at these hourly rates: Analyt $40 Technology Consultant $135 Consultant $150 Senior Consultant $170 Director $210 Solicitation Consultant $210 Director of Solicitation $235 Prime Clerk will also be reimbursed for reasonable out-of-pocket expenses incurred. Michael J. Frishberg, co-president and chief operating officer of Prime Clerk, 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. Prime Clerk can be reached at: Shai Waisman PRIME CLERK LLC 830 3rd Avenue, 9th Floor New York, NY 10022 Tel: (212) 257-5450 E-mail: swaisman@primeclerk.com 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. MF GLOBAL: Judge Keeps $20M J.C. Flowers Suit Alive --------------------------------------------------- Law360 reported that MF Global Holdings Ltd.'s lawsuit seeking to recover $20 million in dividends from J.C. Flowers & Co. and other investors will proceed after a judge rejected the private equity firm's efforts to dismiss the case. According to the report, U.S. Bankruptcy Judge Martin Glenn said during a court hearing that although the complaint was a little thin, it did sufficiently allege that the brokerage was facing economic turmoil for most of the dates that the dividends were paid. He was less sure about the earliest payment named in the suit, which occurred in November 2010, the report said. The adversary proceeding is MF Global Holdings Ltd. v. JCF MFG Holdco LLC et al., case number 1:13-ap-01663, in the U.S. Bankruptcy Court for the Southern District of New York. About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MF GLOBAL: PwC Can't Escape $1-Bil. Malpractice Suit ---------------------------------------------------- Law360 reported that U.S. District Judge Victor Marrero in Manhattan rejected PricewaterhouseCoopers LLP's bid to throw out a $1 billion malpractice suit brought by MF Global Holdings Ltd.'s bankruptcy plan administrator over the auditor's alleged negligence in connection with European sovereign debt instruments, saying MF Global wasn't equally at fault. According to Law360, Judge Marrero refused to grant PwC's motion to dismiss on in pari delicto grounds, which bars suits between fellow wrongdoers in a scheme, because the plan administrator's allegations arise out of PwC's advice about MF Global's accounting. Bill Rochelle, the bankruptcy columnist for Bloomberg News, related that PwC in May asked Judge Marrero to dismiss the suit under in pari delicto, as he did with claims by New York- based MF Global's brokerage unit and its customers. Mr. Rochelle further related that Judge Marrero concluded that he must allow the complaint to stand for now, absent allegations that MF Global was a "willing participant" in the faulty accounting. Jonathan Stempel, writing for Reuters, reported that Judge Marrero has yet to review other PwC arguments for dismissal, including that the administrator had no authority to sue and did not show that the accounting advice was a "proximate" cause of MF Global's bankruptcy. Having instructed the parties first to focus on in pari delicto, the judge is now asking the plan administrator to file papers by Aug. 5 rebutting the accounting firm's other arguments for dismissal, Mr. Rochelle said. The lawsuit is MF Global Holdings Ltd. v. PricewaterhouseCoopers LLP, 14-cv-02197, U.S. District Court, Southern District of New York (Manhattan). About MF Global New York-based MF Global -- http://www.mfglobal.com/-- was one of the world's leading brokers of commodities and listed derivatives. MF Global provides access to more than 70 exchanges around the world. The firm also was one of 22 primary dealers authorized to trade U.S. government securities with the Federal Reserve Bank of New York. MF Global's roots go back nearly 230 years to a sugar brokerage on the banks of the Thames River in London. On Oct. 31, 2011, MF Global Holdings Ltd. and MF Global Finance USA Inc. filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15059 and 11-5058), after a planned sale to Interactive Brokers Group collapsed. As of Sept. 30, 2011, MF Global had $41,046,594,000 in total assets and $39,683,915,000 in total liabilities. On Nov. 7, 2011, the United States Trustee appointed the statutory creditors' committee in the Debtors' cases. At the behest of the Statutory Creditor's Committee, the Court directed the U.S. Trustee to appoint a chapter 11 trustee. On Nov. 28, 2011, the Bankruptcy Court entered an order approving the appointment of Louis J. Freeh, Esq., of Freeh Group International Solutions, LLC, as Chapter 11 trustee. On Dec. 19, 2011, MF Global Capital LLC, MF Global Market Services LLC and MF Global FX Clear LLC filed voluntary Chapter 11 petitions (Bankr. S.D.N.Y. Case Nos. 11-15808, 11-15809 and 11-15810). On Dec. 27, the Court entered an order installing Mr. Freeh as Chapter 11 Trustee of the New Debtors. On March 2, 2012, MF Global Holdings USA Inc. filed a voluntary Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-10863), and Mr. Freeh also was installed as its Chapter 11 Trustee. Judge Honorable Martin Glenn presides over the Chapter 11 case. J. Gregory Milmoe, Esq., Kenneth S. Ziman, Esq., and J. Eric Ivester, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, serve as bankruptcy counsel. The Garden City Group, Inc., serves as claims and noticing agent. The petition was signed by Bradley I. Abelow, Executive Vice President and Chief Executive Officer of MF Global Finance USA Inc. The Chapter 11 Trustee has tapped (i) Freeh Sporkin & Sullivan LLP, as investigative counsel; (ii) FTI Consulting Inc., as restructuring advisors; (iii) Morrison & Foerster LLP, as bankruptcy counsel; and (iv) Pepper Hamilton as special counsel. The Official Committee of Unsecured Creditors has retained Capstone Advisory Group LLC as financial advisor, while lawyers at Proskauer Rose LLP serve as counsel. The Securities Investor Protection Corporation commenced liquidation proceedings against MF Global Inc. to protect customers. James W. Giddens was appointed as trustee pursuant to the Securities Investor Protection Act. He is a partner at Hughes Hubbard & Reed LLP in New York. Jon Corzine, the former New Jersey governor and co-CEO of Goldman Sachs Group Inc., stepped down as chairman and chief executive officer of MF Global just days after the bankruptcy filing. In April 2013, the Bankruptcy Court approved MF Global Holdings' plan to liquidate its assets. Bloomberg News reported that the court-approved disclosure statement initially told creditors with $1.134 billion in unsecured claims against the parent holding company why they could expect a recovery of 13.4% to 39.1% from the plan. As a consequence of a settlement with JPMorgan, supplemental materials informed unsecured creditors their recovery was reduced to the range of 11.4% to 34.4%. Bank lenders will have the same recovery on their $1.174 billion claim against the holding company. As a consequence of the settlement, the predicted recovery became 18% to 41.5% for holders of $1.19 billion in unsecured claims against the finance subsidiary, one of the companies under the umbrella of the holding company trustee. Previously, the predicted recovery was 14.7% to 34% on bank lenders' claims against the finance subsidiary. MINERALRITE CORP: Robison, Hill & Co. Raises Going Concern Doubt ---------------------------------------------------------------- MineralRite Corporation disclosed in a regulatory filing a net loss of $3.53 million on $397,199 of net revenue in 2013, compared with a net loss of $454,007 on $nil of net revenue in 2012. Robison, Hill & Co. expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has incurred recurring net losses and has a working capital deficit. The Company's balance sheet at Dec. 31, 2013, showed $2.23 million in total assets, $1.47 million in total liabilities, and stockholders' equity of $759,951. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/mw03o4 Lindon, Utah-based MineralRite Corporation's new business focus is to enter the business of mineral processing, certification, equipment manufacturing and sales. On March 1, 2013, the Company acquired 100% of the total shares outstanding of Goldfield International, Inc., in exchange for issuing 2,000,000 shares of its common stock. The acquisition was based the fair value of the shares issued amounting to $900,000. Goldfield is in the business of manufacturing gold mining equipment. MINI MASTER: Asks for Oct. 11 Extension of Plan Deadline -------------------------------------------------------- Mini Master Concrete Services Inc. asks the U.S. Bankruptcy Court for the District of Puerto Rico to extend the time to file a Chapter 11 plan of reorganization and disclosure statement explaining that plan until Oct. 11, 2014. Debtor tells the Court that it is analyzing these alternatives: a) The opening of new locations at Aguadilla and Arecibo, Puerto Rico, in order to increase its sales. b) The sale or surrender of assets to secured creditors. c) A joint venture with another company to re-establish its manufacturing plant in Toa Baja, Puerto Rico. Debtor says it needs more time to complete the aforementioned analysis, evaluate its alternatives, and increase its revenues in order to file a feasible plan. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on Dec. 11, 2013. Charles Alfred Cuprill, Esq., at Charles A Cuprill, PSC Law Office, in San Juan, serves as counsel. The Debtor disclosed $11,125,939 in assets and $10,148,437 in liabilities. Mini Master Concrete aka Mini Master aka Empresas Master filed a Chapter 11 petition (Bankr. D. P.R. Case No. 13-10302) on Dec. 11, 2013, in Old San Juan, District of Puerto Rico. Charles A Cuprill, PSC Law Office, also serves as counsel to Mini Master Concrete. The petition was signed by Carmen Betancourt, president. MINI MASTER: Patricia Varela-Harrison Withdraws as Counsel ---------------------------------------------------------- The Hon. Mildred Caban Flores of the U.S. Bankruptcy Court for the District of Puerto Rico granted the request of Patricia I. Varela-Harrison, Esq., previously an attorney at Charles A. Cuprill, PSC, Law Offices, to withdraw as counsel for Mini Master Concrete and its debtor-affiliates because she no longer works for the firm. Master Aggregates Toa Baja Corporation filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10305) in Old San Juan, Puerto Rico on Dec. 11, 2013. The Debtor tapped Charles A Cuprill, PSC Law Office, in San Juan, as counsel. The Debtor disclosed $11,125,939 in assets and $10,148,437 in liabilities. Mini Master Concrete aka Mini Master aka Empresas Master filed a Chapter 11 petition (Bankr. D.P.R. Case No. 13-10302) on Dec. 11, 2013, in Old San Juan, District of Puerto Rico. Charles A Cuprill, PSC Law Office, also serves as counsel to Mini Master Concrete. The petition was signed by Carmen Betancourt, president. MMODAL INC: To Exit Chapter 11 Within Three Weeks ------------------------------------------------- M*Modal on July 15 disclosed that it expects to emerge from Chapter 11 within three weeks following the confirmation of the Company's Plan of Reorganization by the U.S. Bankruptcy Court for the Southern District of New York. The Plan provides for restructuring of the Company's debt, and has the support of substantial majorities of its lenders and bondholders. "We are pleased to have reached this important final milestone, and look forward to emerging from the financial restructuring process which will dramatically reduce our debt, strengthen our balance sheet and provide significant financial flexibility," said Duncan James, M*Modal's Chief Executive Officer. "With renewed financial strength, we will continue our focus on delivering innovative solutions to our healthcare customers and growing market share. We remain committed to providing the highest quality of clinical documentation and superior Speech Understanding solutions. We thank our customers and suppliers for their support throughout this process, as well as our employees for their dedication to M*Modal." The Plan reflects the terms of M*Modal's previously announced agreement with its controlling bondholders and lenders on the terms of a financial restructuring plan. Once completed, this financial restructuring will strengthen the Company's balance sheet resulting from reducing its debt by more than 55 percent and establishing a capital structure supporting M*Modal's continued investment in clinical documentation services and solutions. Mr. James added, "We thank our bondholders, lenders and their advisors who worked with us constructively to complete M*Modal's financial restructuring as quickly as possible." About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. MModal Inc., disclosed, in its schedules, assets of $36,128,041 plus undetermined amount, and liabilities of $808,089,536 plus undetermined amount. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. The Joint Plan of Reorganization dated April 25, 2014, provides that First Lien Claims will be allowed in the aggregate amount of $507,680,532. On the effective date, holders of First Lien Claim will also receive their pro rata share of (i) the New Term Loan, (ii) 93% of Reorganized Holdings Equity Interests, subject to dilution solely on account of the New Warrants and Management Stock Option Plan; and (iii) $8,197,801 in Cash. Holders of Allowed General Unsecured Claims will receive their pro rata share of (i) 7% of the Reorganized Holdings Equity Interests; (ii) the New A Warrants and New B Warrants; and (iii) $617,039 in Cash. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. The U.S. Trustee for Region 2 has appointed three members to the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, in New York, serve as counsel to the Committee. Michael Diaz of FTI Consulting leads the team of financial advisors to the Creditors' Committee. MMODAL INC: Seeks OK of $50MM Exit Facility Commitment Letter ------------------------------------------------------------- Legend Parent, Inc., et al., seek Court approval of MModal, Inc.'s entry into a Senior Secured Exit Revolving Loan Facility Commitment Letter with Wells Fargo Bank, N.A., and a related fee letter with Wells Fargo. Upon review, the Debtors, with the consent of certain lenders and noteholders, have selected Wells Fargo to structure, arrange and syndicate a senior secured exit revolving loan facility in the amount of $50 million. The relevant parties have determined that the New Exit Facility as proposed by Wells Fargo was the most favorable proposal based on the terms, price and fees. To induce execution of the Commitment Letter, MModal agreed to pay a $150,000 commitment fee in full in cash on the execution date. MModal also agreed to pay to Wells Fargo a $220,000 deposit to fund the reimbursement of expenses incurred by, or on behalf of Wells Fargo. In addition, in the event the Debtors consummate an alternate financing transaction pursuant to the terms set forth in the Fee Letter, MModal is required to pay Wells Fargo a fee in lieu of the Exit Facility Fees. Allan S. Brilliant, Esq., Shmuel Vasser, Esq., and Jeffrey T. Mispagel, Esq., of Dechert LLP represent the Debtors. About M*Modal Headquartered in Franklin, Tennessee, M*Modal provides clinical documentation solutions for the U.S. healthcare industry. It has operations in six countries and employs more than 9,900 employees, most of whom are medical transcriptionists or medical editors. M*Modal, a medical-services company owned by J.P. Morgan Chase Co.'s private-equity arm, filed for Chapter 11 bankruptcy protection, following a decline in sales and mounting debt. MModal disclosed $627 million in total assets and $876 million in total liabilities as of Feb. 28, 2014. MModal Inc., disclosed, in its schedules, assets of $36,128,041 plus undetermined amount, and liabilities of $808,089,536 plus undetermined amount. Legend Parent Inc. and other M*Modal entities, including MModal Inc., sought bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 14-10701) on March 20, 2014. The Debtors have tapped Dechert LLP as attorneys, Alvarez & Marsal North America, LLC, as restructuring advisor, Lazard Freres & Co LLC as investment banker, Deloitte Tax LLP as tax advisor, and Prime Clerk LLC as claims and noticing agent, and administrative advisor. The Joint Plan of Reorganization dated April 25, 2014, provides that First Lien Claims will be allowed in the aggregate amount of $507,680,532. On the effective date, holders of First Lien Claim will also receive their pro rata share of (i) the New Term Loan, (ii) 93% of Reorganized Holdings Equity Interests, subject to dilution solely on account of the New Warrants and Management Stock Option Plan; and (iii) $8,197,801 in Cash. Holders of Allowed General Unsecured Claims will receive their pro rata share of (i) 7% of the Reorganized Holdings Equity Interests; (ii) the New A Warrants and New B Warrants; and (iii) $617,039 in Cash. A Steering Committee for Secured Lenders under the Prepetition Credit Agreement is represented by Richard Levy, Esq., at Latham & Watkins LLP. An Ad Hoc Committee of certain unaffiliated holders of (i) the Term B loan under the Prepetition Credit Agreement and (ii) Notes issued under the Indenture is represented by Michael Stamer, Esq., and James Savin, Esq., at Akin Gump Strauss Hauer & Feld LLP. The U.S. Trustee for Region 2 has appointed three members to the Official Committee of Unsecured Creditors. Kristopher M. Hansen, Esq., Frank A. Merola, Esq., and Matthew G. Garofalo, Esq., at Stroock & Stroock & Lavan LLP, in New York, serve as counsel to the Committee. Michael Diaz of FTI Consulting leads the team of financial advisors to the Creditors' Committee. MOLYCORP INC: S&P Lowers Corp Credit Rating to CCC; Outlook Neg. ---------------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on Greenwood Village, Colo.-based Molycorp Inc. to 'CCC' from 'CCC+. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's secured debt to 'CCC' from 'CCC+' and maintained the '3' recovery rating. S&P also lowered its issue-level rating on the company's unsecured debt to 'CCC-' from 'CCC' and maintained the '5' recovery rating. The downgrade reflects S&P's view of the company's deteriorating liquidity position. "In our view, the company's capital structure is unsustainable, and we believe that the company's sources of liquidity may not be sufficient to cover operational and working capital needs, interest, and capital spending over the next year," said Standard & Poor's credit analyst David Kuntz. "We believe it is likely to conduct some form of capital restructuring during that time, which could include a distressed debt exchange." S&P could lower the rating if it believes that a default, distressed debt exchange, or some other form of capital restructuring appears to be inevitable within six months, absent unanticipated significantly favorable changes in the company's circumstances. S&P do not believe an upgrade is a likely scenario over the next year given its view of the company's unsustainable capital structure and eroding liquidity position. MOMENTIVE PERFORMANCE: Plan Filed, Disclosure Statement Approved ---------------------------------------------------------------- Judge Robert Drain of the U.S. Bankruptcy Court for the Southern District of New York approved on June 20 the disclosure statement explaining Momentive Performance Materials, Inc.'s Joint Chapter 11 Plan of Reorganization, Tiffany Kary, writing for Bloomberg News, reported. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that voting on the Plan will go ahead before lawsuits are resolved and senior creditors are told whether they are entitled to so-called make-whole premiums. Mr. Rochelle said Judge Drain declined to approve a so-called restructuring support agreement unless a $30 million fee is reduced. According to BankruptcyData, the Disclosure Statement provides for the following: (a) payment in full in Cash to the Debtors' general unsecured creditors (including trade creditors) and holders of claims arising from the Cash Flow Facility, First Lien Notes, and 1.5 Lien Notes (in each case, including accrued interest, but with regard to First Lien Notes and 1.5 Lien Notes, not including any premium or 'make-whole' amount); (b) conversion of the Second Lien Notes into the new equity of Reorganized MPM, pursuant to the terms of the Plan and, subject to dilution by a management incentive plan and the Rights Offering Stock; (c) provides for subscription rights to holders of Second Lien Notes in the $600 million Rights Offerings, giving such holders the opportunity to purchase a percentage of the new Rights Offering Stock at a price per share determined by using the pro forma capital structure and an enterprise value of $2.2 billion and applying a 15% discount to the equity value thereto; (d) provides for a recovery to holders of the Holdings PIK Note in the amount of the Cash available at Holdings as of the effective date of the Plan, after taking into account administrative expenses; and (e) provides for no recovery to the holders of Senior Subordinated Notes on account of the subordination provisions set forth in the Senior Subordinated Indenture." Momentive amended the Disclosure Statement before the June 20 hearing to show second-lien noteholders with a predicted recovery of 12.8 percent to 28.1 percent, Mr. Rochelle related. The Debtors asked the Court to consider the Plan on August 14, but Judge Drain refused to accelerate trial on several lawsuits, saying the schedule is too quick, Mr. Rochelle said. Judge Drain said the confirmation hearing might be in mid-September, Mr. Rochelle added. BData said the Court scheduled an August 18 hearing to consider the Plan. Mr. Rochelle, in a separate report, said a schedule has been set to allow the bankruptcy judge in White Plains, New York, to decide by mid-September whether the company's reorganization works or doesn't. According to Mr. Rochelle, Judge Drain will hear the lawsuit over whether unsecured noteholders are subordinated by contract to second-lien Noteholders, and will also set out a complex schedule for examinations under oath and exchanges of documents in advance of the August trial. The $635 million in 9 percent second-lien notes due 2021 traded at 10:41 a.m. New York time on June 27 for 83 cents on the dollar, Bloomberg said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. The senior subordinated notes traded at 12:38 a.m. on June 27 for 28.784 cents on the dollar, according to Trace, Bloomberg said. About Momentive Performance Momentive Performance is one of the world's largest producers of silicones and silicone derivatives, and is a global leader in the development and manufacture of products derived from quartz and specialty ceramics. Momentive has a 70-year history, with its origins as the Advanced Materials business of General Electric Company. In 2006, investment funds affiliated with Apollo Global Management, LLC, acquired the company from GE. As of Dec. 31, 2013, the Company had 4,500 employees worldwide, of which 46% of the Company's employees are members of a labor union or are represented by workers' councils that have collective bargaining agreements. Momentive Performance Materials Inc., Momentive Performance Materials Holdings Inc., and their affiliates sought Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 14-22503) on April 14, 2014, with a deal with noteholders on a balance-sheet restructuring. As of Dec. 31, 2013, the Debtors had $4.114 billion of consolidated outstanding indebtedness, including payments due within the next 12 months and short-term borrowings. The Debtors said that the restructuring will eliminate $3 billion in debt. The Debtors have tapped Willkie Farr & Gallagher LLP as bankruptcy counsel with regard to the filing and prosecution of these chapter 11 cases; Sidley Austin LLP as special litigation counsel; Moelis & Company LLC as financial advisor and investment banker; AlixPartners, LLP as restructuring advisor; PricewaterhouseCoopers as auditor; and Crowe Horwath LLP as benefit plan auditor. Kurtzman Carson Consultants LLC is the notice and claims agent. The U.S. Trustee for Region 2 appointed seven members to serve on the Official Committee of Unsecured Creditors of the Debtors' cases. Klee, Tuchin, Bogdanoff & Stern LLP serves as its counsel. FTI Consulting, Inc., serves as its financial advisor. Rust Consulting Omni Bankruptcy serves as its information agent. NATIVE WHOLESALE: To Present Plan for Confirmation July 28 ---------------------------------------------------------- The Hon. John Bucki entered an order approving the Joint Consensual Disclosure Statement, as amended, for the Joint Consensual Plan of Reorganization of Native Wholesale Supply Company. The Disclosure Statement Order, entered on June 16, 2014, ruled that the plan outline contained adequate information. Ballots for the Plan must be filed on or before July 25, 2014 to be counted to this address: Clerk, United States Bankruptcy Court Western District of New York Olympic Towers 300 Pearl Street, Suite 250 Buffalo, New York 14202 A confirmation hearing on the Joint Plan will be held on July 28, 2014, at 1:00 p.m. in Buffalo, New York. The Amended Disclosure Statement related updates to events that transpired in the Debtor's case since the first Plan Outline was filed, and a summary of the Debtor's assets as of Feb. 28, 2014, among other things. The Plan retains five classes of claims against and interests in the Debtor. A full-text copy of the Amended Disclosure dated June 13, 2014, is available for free at: http://bankrupt.com/misc/NATIVEWHOLESALE_AmdDS0613.PDF About Native Wholesale Supply Company Native Wholesale Supply Company is engaged in the business of importing cigarettes and other tobacco products from Canada and selling them to third parties within the United States. It purchases the products from Grand River Enterprises Six Nations, Ltd., a Canadian corporation and the Debtor's only secured creditor. Native is an entity organized under the Sac and Fox Nation and has its principal place of business at 10955 Logan Road in Perrysburg, New York. Native filed for Chapter 11 bankruptcy (Bankr. W.D.N.Y. Case No. 11-14009) on Nov. 21, 2011. The Chapter 11 filing was triggered to resolve an ongoing dispute with the United States government regarding up to $43 million in assessments made by the government against the Debtor pursuant to the Fair and Equitable Tobacco Reform Act of 2004 and the Tobacco Transition Payment Program and to restructure the terms of payment of any obligation determined to be owing by the Debtor to the U.S. under the Disputed Assessment. The issues pertaining to the Disputed Assessment resulted in two lawsuits, subsequently consolidated, now pending in the Federal District Court. Robert J. Feldman, Esq., and Janet G. Burhyte, Esq., at Gross, Shuman, Brizdle & Gilfillan, P.C., in Buffalo, N.Y., represent the Debtor as counsel. The Company disclosed $30,022,315 in assets and $70,590,564 in liabilities as of the Chapter 11 filing. The States of California, New Mexico, Oklahoma and Idaho have appeared in the case and are represented by Garry M. Graber, Esq., and Craig T. Lutterbein, Esq., at Hodgson Russ LLP, in Buffalo, New York, and Karen Cordry, Esq., National Association of Attorneys General, in Washington, D.C. According to a Consensual Disclosure Statement for Joint Consensual Plan of Reorganization of Native Wholesale Supply Company, and the States dated March 6, 2014, the Debtor established a Plan Funding Account at M&T and deposited $5.5 million on Feb. 4, 2014, and an additional $500,000 was deposited on Feb. 14, 2014. An additional $500,000 will be deposited in the Plan Funding Account on each succeeding 15th day of each month (or the first business day after the 15th) beginning in March 2014 until the Plan is confirmed. No trustee, examiner or creditors' committee has been appointed in the case. NATROL INC: Can Pay Employees, But Trustee Bid Looms ---------------------------------------------------- Law360 reported that a Delaware bankruptcy judge allowed Natrol Inc. to use cash collateral to pay employees expecting their checks Friday, as the nutritional supplement maker had its first hearing since seeking court protection a week ago amid calls from a major private-equity lender to appoint a Chapter 11 trustee. According to the report, U.S. Bankruptcy Judge Brendan L. Shannon said he would not hear the emergency trustee motion from major secured lender Cerberus Business Finance LLC, scheduling consideration of the matter for mid-July, and concentrated instead on relief related to Natrol being able to cover immediate business costs that if unpaid could cause the company to fall apart as a going concern. About Natrol, Inc. Headquartered in Chatsworth, Calif., Natrol, Inc. -- http://www.natrol.com-- is a wholly owned subsidiary of Plethico Pharmaceuticals Limited. Plethico Pharmaceuticals Limited (BSE: 532739. BO: PLETHICO) engages in the manufacturing, marketing and distribution of pharmaceutical and allied healthcare products around the world. Natrol products are made in the U.S. Established in 1980, Natrol, Inc. has been a global leader in the nutrition industry, and a trusted manufacturer and marketer of a superior quality of herbs and botanicals, multivitamins, specialty and sports nutrition supplements made to support health and wellness throughout all ages and stages of life. Natrol products are available in health food stores, drug and grocery stores, and mass-market retailers, and through Natrol.com and other online retailers. Natrol distributes products nationally through more than 54,000 retailers as well as internationally in over 40 other countries through distribution partners. NELSON EDUCATION: Moody's Withdraws Ca Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings of Nelson Education Ltd. as information flow required to maintain the ratings has become more limited. Ratings Withdrawn: Corporate Family Rating, to WR from Ca Probability of Default Rating, to WR from D-PD Second Lien Term Loan due July 2015, to WR from C (LGD5, 79%) Ratings Rationale Moody's has withdrawn the rating because it believes it has insufficient or otherwise inadequate information to support the maintenance of the rating. NEW LOUISIANA HOLDINGS: 11 Affiliates' Chapter 11 Case Summary -------------------------------------------------------------- Lead Debtor: New Louisiana Holdings LLC Case No.: 14-50756 Petition Date: June 25, 2014 Debtor affiliates that filed Chapter 11 bankruptcy petitions on July 16, 2014: Debtor Case No. ------ -------- Acadian 4005 Tenant, LLC 14-50850 dba Acadian Nursing and Rehabilitation 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 Atrium 6555 Tenant, LLC 14-50851 dba The Atrium at Lafreniere Assisted Living 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 Citiscape 5010 Tenant, LLC 14-50853 dba Citiscape Apartments 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 Lakewood Quarters Assisted 8585 Tenant, LLC 14-50854 4 West Red Oak Lane, Suite 201 White Plains, NY 10604 Lakewood Quarters Rehab 8225 Tenant, LLC 14-50855 Panola 501 Partners, LP 14-50862 Regency 14333 Tenant, LLC 14-50861 Retirement Center 14686 Tenant, LLC 14-50856 Sherwood 2828 Tenant, LLC 14-50857 St. Charles 1539 Tenant, LLC 14-50858 Woodland Village 5301 Tenant, LLC 14-50859 Court: United States Bankruptcy Court Western District of Louisiana (Lafayette) Judge: Hon. Robert Summerhays Debtor's Counsel: Patrick J. Neligan, Jr., Esq. NELIGAN FOLEY LLP 325 N. St. Paul, Ste. 3600 Dallas, TX 75201 Tel: (214) 840-5300 Fax: (214) 840-5301 Email: pneligan@neliganlaw.com Estimated Estimated Assets Liabilities ---------- ----------- Acadian 4005 Tenant, LLC $0-$50,000 $1MM-$10MM Atrium 6555 Tenant $0-$50,000 $1MM-$10MM Citiscape 5010 Tenant $0-$50,000 $0-$50,000 Lakewood Quarters Assisted $0-$50,000 $1MM-$10MM The petitionS were signed by Raymond P. Mulry, designated officer. A list of Acadian 4005 Tenant's 18 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-50850.pdf A list of Atrium 6555 Tenant's 12 largest unsecured creditors is available for free at http://bankrupt.com/misc/lawb14-50851.pdf NEW MILLENNIUM MANAGEMENT: Principal Owner Fails to Halt Sale ------------------------------------------------------------- Bankruptcy Judge Letitia Z. Paul in Houston, Texas, denied an emergency motion filed by David L. Sheller seeking a stay of the sale of New Millennium Management, L.L.C.'s property pending his appeal from the bankrutpc court's order converting the Debtor's Chapter 11 case to one under Chapter 7 of the Bankruptcy Code. The Debtor's primary asset is a commercial building located at 810 Waugh, Houston, Texas. Mr. Sheller, the Debtor's principal owner, asserts that he will succeed on the merits of his appeal, because he believes the Bankruptcy Court implicitly found the existence of unusual circumstances in appointing a Chapter 11 trustee; that a plan will be confirmed within a reasonable period of time; and that the self-dealing conduct found by the court on the first motion to convert was cured by appointment of a Chapter 11 Trustee. He asserts that he will be irreparably harmed absent a stay, because the most likely result of an auction is that any value in excess of the claim of TexHou Investment Group Ltd., the Debtor's major secured creditor, will be lost. He asserts that no other party will be injured if a stay is granted, because there is a substantial amount of equity in the property. He asserts that public policy favors maintaining the status quo. In support of his request, Mr. Sheller presented evidence consisting of the testimony of Michael Lane, an appraiser who testified at the hearing on the motion to sell. Mr. Lane reiterated his opinion of value for the property of $2.975 million to $3.065 million. He testified that the value of $2.975 million is for the property "as is," and the value of $3.065 million is for the property fully leased. He testified that he valued the property on an income basis based on leases provided to him by Mr. Sheller. He testified that he considered industry standard publications to estimate expenses related to the property. He testified that he applied a market rental rate to the space occupied by Mr. Sheller's law firm based on his survey of area rental property. Mr. Sheller's Stay motion is opposed by TexHou and by Randy Williams, the Chapter 7 Trustee. On December 13, 2013, TexHou filed a motion to convert the case to Chapter 7, or alternatively for appointment of a Chapter 11 trustee. After a contested hearing, the court entered a Judgment directing appointment of a Chapter 11 trustee on February 25, 2014. Mr. Williams was appointed as the Chapter 11 Trustee. In determining to appoint a Chapter 11 trustee rather than converting the case to Chapter 7 during February 2014, the Bankruptcy Court found, inter alia, that, during the approximately five and one half months after the date of filing of the voluntary petition, the Debtor had not filed a plan of reorganization or a disclosure statement, and Mr. Sheller had engaged in self-dealing in determining that his law firm would not pay cash rent to the Debtor. The court concluded that a Chapter 11 trustee should have the opportunity to evaluate the financial affairs of the Debtor, and proceed toward either reorganization or liquidation. The Chapter 11 Trustee and TexHou filed a motion to convert the case to Chapter 7 on March 20, 2014, which Mr. Sheller opposed. The motion to convert was set for an evidentiary hearing on April 15, 2014. The Chapter 11 Trustee then filed a motion to sell the property at auction on May 29, 2014. The court entered a Judgment converting the case to Chapter 7 on June 2, 2014. Mr. Williams remained as the Chapter 7 Trustee. On July 7, 2014, Mr. Sheller filed a notice of appeal of the Judgment converting the case to Chapter 7. On June 10, Mr. Williams amended his motion to sell the property, asserting the motion in his new role as the Chapter 7 Trustee. After a contested evidentiary hearing, the court entered a Judgment granting the motion to sell, at an auction to be held on July 17, 2014. The Judgment also provides that if the property does not sell at auction, the automatic stay of 11 U.S.C. Sec. 362 lifts to allow TexHou to exercise its rights under applicable law with respect to the property. In authorizing the auction, the Bankruptcy Court took into consideration the efforts of the Chapter 7 Trustee to sell the property by conventional means, the fact that the Trustee proposed a reserve price in excess of $2.9 million, while Mr. Sheller's appraiser testified to a value of $2.975 million to $3.065 million, and the likelihood that TexHou would be able to obtain relief from stay and simply foreclose on the Debtor's interest in the property in the absence of an expedited sale. According to Judge Paul, the party requesting a stay has the burden of showing that circumstances justify an exercise of the court's discretion to grant a stay pending appeal. She said Mr. Sheller's evidence does not support his asserted theory for a stay pending appeal. A copy of the Court's July 15, 2014 Memorandum Opinion is available at http://is.gd/zLuOvafrom Leagle.com. About New Millennium Management New Millennium Management, L.L.C., filed a voluntary petition under Chapter 11 of the Bankruptcy Code (Bankr. S.D. Tex. Case No. 13-35719-H3-11) on Sept. 13, 2013. Its primary business is the operation of a commercial building located at 810 Waugh, Houston, Texas. Judge Letitia Z. Paul presides over the case. Margaret Maxwell McClure, Esq., at the Law Office Of Margaret M. McClure, serves as the Debtor's counsel. In its petition, the Debtor estimated under $10 million in both assets and debts. The petition was signed by David L. Sheller, managing member. NEXT 1 INTERACTIVE: Delays Form 10-Q for May 31 Quarter ------------------------------------------------------- Next 1 Interactive, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the quarter ended May 31, 2014. The Company said it was not able to obtain all information prior to filing date and the accountant could not complete the required financial statements by July 15, 2014. About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. The Company incurred a net loss of $18.29 million on $1.56 million of total revenues for the year ended Feb. 28, 2014, as compared with a net loss of $4.23 million on $987,115 of total revenues for the year ended Feb. 28, 2013. The Company's balance sheet at Feb. 28, 2014, showed $4.49 million in total assets, $13.90 million in total liabilities and a $9.41 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred net losses of $18,295,802 and net cash used in operations of $4,590,428 for the year ended Feb. 28, 2014, and the Company had an accumulated deficit of $87,625,076 and a working capital deficit of $13,549,796 at Feb. 28, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in the Annual Report. NITRO PETROLEUM: Montgomery Coscia Raises Going Concern Doubt ------------------------------------------------------------- Nitro Petroleum Incorporated reported a net loss of $725,289 on $1.26 million of total revenues for the fiscal year ended Jan. 31, 2014, compared with a net loss of $546,128 on $677,667 of total revenues in 2013. Montgomery Coscia Greilich, LLP, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has generated revenues from operations but has substantial accumulated deficit and working capital deficiency. The Company reported a net loss of $725,289 on $1.26 million of total revenues for the fiscal year ended Jan. 31, 2014, compared with a net loss of $546,128 on $677,667 of total revenues in 2013. The Company's balance sheet at Jan. 31, 2014, showed $2.81 million in total assets, $1.11 million in total liabilities, and stockholders' equity of $1.7 million. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/wSZe6d Shawnee, Oklahoma-based Nitro Petroleum Incorporated is engaged primarily in the acquisition, development, production, exploration for, and the sale of oil, gas and natural gas liquids and properties. All business activities are conducted in Texas and Oklahoma and the Company sells its oil and gas to a limited number of domestic purchasers. NORTEL NETWORKS: Canada Arm Settles Euro Units' Bankruptcy Claims ----------------------------------------------------------------- Law360 reported that bankrupt Canadian units of Nortel Networks Corp. announced a settlement in Canadian court resolving claims brought by overseas subsidiaries against the backdrop of an epic cross-border dispute over how to divvy up $7.3 billion generated by the defunct telecom's liquidation. According to the report, if approved, the proposed deal would settle claims that the Canadian units siphoned off hundreds of millions of dollars from subsidiaries throughout Europe, the Middle East and Africa before Nortel's 2009 bankruptcy through crooked transfer pricing agreements. The settlement does not directly affect an ongoing, closely-watched case in which the Delaware and Ontario bankruptcy courts are deciding jointly how to split up the billions from Nortel's asset sales among its various international affiliates for distribution to their respective creditors, the report said. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serves as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The United States Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. An ad hoc group of bondholders also was organized. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Official Committee of Unsecured Creditors. An Official Committee of Retired Employees and the Official Committee of Long-Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. Judge Gross and the court in Canada scheduled trials in 2014 on how to divide proceeds among creditors in the U.S., Canada, and Europe. OCULUS INNOVATIVE: Posts $6-Mil. Operating Loss in FY2014 --------------------------------------------------------- Oculus Innovative Sciences, Inc., incurred losses from operations of $6.05 million for the year ended March 31, 2014. At March 31, 2014, the Company's accumulated deficit amounted to $134.01 million. The Company had working capital of $1.97 million as of March 31, 2014. The Company expects the need to raise additional capital from external sources in order to continue the longer term efforts contemplated under its business plan. The Company expects to continue incurring losses for the foreseeable future and may need to raise additional capital to pursue its product development initiatives, penetrate markets for the sale of its products and continue as a going concern. The Company reported net income of $3.73 million on $13.67 million of total revenues for the fiscal year ended March 31, 2014, compared with a net loss of $5.43 million on $15.45 million of total revenues in 2013. The Company's balance sheet at March 31, 2014, showed $20.79 million in total assets, $8.73 million in total liabilities and stockholders' equity of $12.06 million. A copy of the Form 10-K is available at: http://is.gd/rSuFvp About Oculus Innovative Sciences Oculus Innovative Sciences, Inc. -- http://www.oculusis.com/-- develops, manufactures and markets a family of products intended to significantly reduce the need for antibiotics as it prevents and treats infections in chronic and acute wounds while simultaneously enhancing wound healing through modes of action unrelated to the treatment of infection. Oculus Innovative Sciences has two principal subsidiaries -- Oculus Technologies of Mexico, S.A. de C.V., organized in Mexico, and Oculus Innovative Sciences Netherlands, B.V., organized in the Netherlands. On January 20, 2009, the Company dissolved its subsidiary, Oculus Innovative Sciences Japan, KK, organized under Japanese law. PACIFIC SANDS: Amends March 31 Quarter Report --------------------------------------------- Pacific Sands, Inc., filed an amendment to its quarterly report on Form 10-Q, disclosing a net loss of $83,631 on $781,253 of net sales for the three months ended March 31, 2014, compared with a net loss of $36,113 on $573,335 of net sales for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $1.04 million in total assets, $1.03 million in total liabilities, and stockholders' equity of $13,670. Through March 31, 2014, the Company has incurred cumulative losses of $5.62 million. The Company's successful transition to attaining profitable operations is dependent upon obtaining financing adequate to fulfill its development, marketing and sales activities and achieving a level of revenues adequate to support the Company's cost structure. Management's plan of operations anticipates that the cash requirements of the Company for the next twelve months will be met by obtaining capital through the sale of common stock, debt financings and from current operations. However, there is no assurance that the Company will be able to fully implement its plan in order to generate the funds needed on a going concern basis. A copy of the Form 10-Q/A is available for free at: http://is.gd/GiH7lA Based in Racine, Wisconsin, Pacific Sands, Inc. with the right to do business as Natural Water Technologies was incorporated in Nevada on July 7, 1994. Pacific Sands develops, manufactures, markets and sells a range of nontoxic, environmentally friendly cleaning and water-treatment products based on proprietary blended botanical, nontoxic and natural chemical technologies. The Company's products have applications ranging from water maintenance (spas, swimming pools, fountains, decorative ponds) to cleaning (nontoxic household and industrial) and pet care. PACIFIC VECTOR: Subsidiaries File for Ch. 7 Bankruptcy Liquidation ------------------------------------------------------------------ Pacific Vector Holdings Inc. on July 16 disclosed that as a result of its financial losses, the defaults by certain lenders and its inability to obtain appropriate financing as previously announced, the Company's three subsidiaries: Ryderz Compound Inc., Reno Wilson Inc. (operating as Gatorz), and PVH DNA Inc. have filed voluntary petitions for Chapter 7 bankruptcy liquidation in the State of California. All of the Company's operations will cease and the public company will be filing for voluntary bankruptcy proceedings under the Bankruptcy and Insolvency Act of Canada. All of the directors and officers of the Corporation have resigned. The Company's shares had previously been suspended on the TSX Venture Exchange as of July 10, 2014 as a result of the Cease Trade Order being issued by the Ontario Securities Commission due to failure to file certain continuous disclosure documents. About Pacific Vector Pacific Vector -- http://www.pacificvector.com-- is a premier action sports retail and consumer brands company. PENINSULA GENERAL: Patient Care Ombudsman Discharged ---------------------------------------------------- The Hon. Elizabeth S. Stong of the U.S. Bankruptcy Court for the Eastern District of New York entered an order discharging Daniel T. McMurray from his duties as the patient care ombudsman appointed in the Chapter 11 case of Peninsula General Nursing Home Corporation. In seeking the discharge, Mr. McMurray said it is in the best interests of the Debtor and its estate, that, upon consent of Lori Lapin Jones, Chapter 11 Trustee, and, given the circumstances of the nursing home, the sale of its assets and the concomitant cessation of the Debtor's provision of patient care, there is no longer a need for a patient care ombudsman for the nursing home. About Peninsula Hospital Wayne S. Dodakian, Vinod Sinha, and Shannon Gerardi filed an involuntary Chapter 11 bankruptcy protection against Peninsula Hospital Center -- http://www.peninsulahospital.org/-- (Bankr. E.D.N.Y. Case No. 11-47056) on Aug. 16, 2011. Judge Elizabeth S. Stong presides over the case. Marilyn Cowhey Macron, Esq., at Macron & Cowhey, represents the petitioners. Peninsula Hospital Center and Peninsula General Nursing Home Corp., employed Alvarez & Marsal Healthcare Industry Group, LLC, as financial advisors. The Hospital employed Abrams Fensterman, et al., as their attorneys. Nixon Peabody served as their special counsel; GCG, Inc., serves as claims and noticing agent. Judge Stong appointed Daniel T. McMurray at Focus Management Group as patient care ombudsman. Neubert, Pepe & Monteith P.C. serves as PCO's counsel. In April 2013, the bankruptcy court discharged Daniel T. McMurray from his duties and responsibilities as patient care ombudsman. Richard J. McCord, Esq., was appointed by the Court as examiner in the Debtors' cases. His task was to conduct an investigation of the Debtors' relationship and transactions with Revival Home Health Care, Revival Acquisitions Group LLC, Revival Funding Co. LLC, and any affiliates. Mr. McCord's own firm, Certilman Balin, & Hyman, LLP, served as the Examiner's counsel. CBIZ Accounting, Tax & Advisory of New York, LLC and CBIZ, Inc., serve as financial advisors for the Official Committee of Unsecured Creditors. Robert M. Hirsh, Esq., at Arent Fox LLP, in New York, N.Y., represents the Committee as counsel. At the behest of the U.S. Trustee, Lori Lapin Jones, Esq. was named Chapter 11 Trustee in March 2012, replacing Todd Miller, the Debtors' Chief Executive Officer. The Chapter 11 trustee is represented by LaMonica Herbst & Maniscalco LLP as her counsel. Storch Amini & Munves, PC, serves as the Chapter 11 Trustee's special counsel in connection with her investigation of the Debtors. She obtained approval to employ Garfunkel Wild, P.C., as her special health care, regulatory, corporate, finance and litigation counsel; and Foy Advisors LLC as consultant. PERPETUAL ENERGY: Moody's Assigns Caa1 Rating on C$100MM Notes -------------------------------------------------------------- Moody's Investors Service assigned a Caa1 rating to Perpetual Energy Inc's proposed C$100 million senior unsecured notes offering. In addition, the outlook was changed to stable from negative. Moody's affirmed Perpetual's Caa1 Corporate Family Rating (CFR), Caa1-PD Probability of Default Rating (PDR), Caa1 senior unsecured notes rating and SGL-4 Speculative Grade Liquidity Rating. The proceeds of the notes offering will be used to redeem the 7.25% C$100 million convertible debenture. "The change in outlook to stable reflects that Perpetual will refinance a significant portion of the upcoming maturities in its capital structure," commented Paresh Chari, Moody's Analyst. "As well, the East Edson joint venture will increase production and reserves, a marked change from the declines seen since 2011." Assignments: Issuer: Perpetual Energy Senior Unsecured Regular Bond/Debenture, Assigned Caa1 Senior Unsecured Regular Bond/Debenture, Assigned a range of LGD4 Outlook Actions: Issuer: Perpetual Energy Outlook, Changed To Stable From Negative Affirmations: Issuer: Perpetual Energy Probability of Default Rating, Affirmed Caa1-PD Speculative Grade Liquidity Rating, Affirmed SGL-4 Corporate Family Rating, Affirmed Caa1 Senior Unsecured Regular Bond/Debenture Mar 15, 2018, Affirmed Caa1 Ratings Rationale The C$100 million and C$150 million senior unsecured notes are rated at the Caa1 CFR due to the amount of lower ranking subordinated debt (C$60 million, unrated) in the capital structure, which offsets the priority ranking of the C$120 million borrowing base revolver. This notching is in accordance with Moody's Loss Given Default Methodology. Perpetual's Caa1 Corporate Family Rating (CFR) is driven by Perpetual's need to sell assets to repay a C$60 million convertible debenture maturity in December 2015 rather than convert to equity, leaving the company with only core assets and limited financial flexibility. The rating also recognizes the low cash margin driven by a high percentage of gas and consequent very weak leveraged full-cycle ratio, and a weak retained cash flow to debt metric. The rating favorably indentifies the production and reserves growth opportunity under the East Edson joint venture arrangement. Growth in production and reserves is a marked change from the significant declines seen since 2011. The SGL-4 Speculative Grade Liquidity rating reflects weak liquidity. Pro forma for the July notes issuance and asset sales, Perpetual will have no cash and roughly C$80 million available, after C$6 million in letters of credit, under its C$120 million borrowing base revolver that term outs in April 2015, and matures six months later. Moody's expect negative free cash flow of about C$50 million from June 30, 2014 to June 30, 2015, to be funded with revolver drawings. Perpetual will be in compliance with its two financial covenants through this period. Perpetual's proved reserves are pledged to the revolver lenders, but other residual resources and assets represent a source of alternate liquidity in the company's portfolio of non-core properties. There is a C$60 million convertible debenture due December 31, 2015. The stable rating outlook is based on expected growth in production and proved reserves, and that Perpetual will refinance a significant amount of upcoming maturities in its capital structure. The rating could be upgraded if liquidity improves, which would likely occur if the December 31, 2015 C$60 million maturity is repaid, and retained cash flow to debt can be maintained above 20% with the company growing production and reserves. The rating could be downgraded if liquidity deteriorates, or if core producing assets are sold to fund negative free cash flow, to repay debt or used for any other expenditure. The principal methodology used in this rating was the Global Independent Exploration and Production Industry published in December 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. Perpetual Energy Inc is a Calgary, Alberta-based independent exploration and production company with total proved reserves of about 34 million barrels of oil equivalent (gross) and average daily net production of about 17,000 barrels of oil equivalent per day of which approximately 75% is natural gas. PERPETUAL ENERGY: S&P Raises CCR to 'B-' & Rates New Notes 'CCC+' ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its long term corporate credit rating on Alberta-based Perpetual Energy Inc. to 'B-' from 'CCC+'. The outlook is stable. At the same time, Standard & Poor's revised its recovery rating on the notes to '5' from '4', indicating S&P's expectation of modest (10%-30%) recovery in a default scenario. S&P's issue-level rating on the notes is unchanged at 'CCC+'. Standard & Poor's also assigned its 'CCC+' issue-level rating and '5' recovery rating to Perpetual's proposed C$100 million unsecured notes due 2019. "The upgrade reflects our expectation that, following Perpetual's East Edson joint venture announcement and accelerated capital expenditure plan, we believe the company's increased liquids production and cash flow will improve its credit measures quicker than forecast," said Standard & Poor's credit analyst Aniki Saha- Yannopoulos. Following the announcement, Perpetual increased its capex budget for 2014 and 2015 to C$175 million and C$120 million respectively, from C$70 million for both years before. This has led S&P to increase its production forecasts 5%-20%. S&P also expects that the company's plan to redeem part of its C$160 million convertible debt with the C$100 million notes issuance addresses its short-term liquidity needs. Given Perpetual's track record and the way it was managed in the past, S&P believes it will successfully address the additional 2015 C$60 million debt maturity without pressuring its "adequate" liquidity. The 'B-' corporate credit rating reflects S&P's view of the company's operations in the highly cyclical and capital-intensive exploration and production sector, its small reserve and production size, high all-in levered costs, and adequate liquidity. S&P believes the cash proceeds from the joint venture arrangement allow Perpetual to accelerate its capex leading to higher cash flow and improved liquidity for the company. The stable outlook reflects Standard & Poor's expectation that Perpetual will successfully execute its drilling and production plans through 2015 in its East Edson area. S&P also expects the company will successfully redeem its C$160 million convertibles 2015 maturity through the proposed issuance of its C$100 million unsecured notes and operating cash flow. A negative rating action could occur if S&P forecasts Perpetual's business to be unsustainable and depend upon favorable conditions to meet its financial obligations. This could occur if the company is unsuccessful in its development plans, leading to lower production and significantly lower cash flow. S&P would consider a positive rating action if Perpetual's FOCF- to-Debt is consistent with a significant profile (10%-15%) and liquidity remains at adequate. This would be possible if the company improves its cash flow through either increasing its liquids production or if realized commodity price are materially higher than forecast. However, given S&P's assumptions about its near-term prospects, it believes Perpetual will be challenged to improve its cash flow significantly within the next 12-18 months. PRESSURE BIOSCIENCES: Releases Copy of the Investor Presentation ---------------------------------------------------------------- Richard T. Schumacher, president, CEO and board member of Pressure Biosciences, Inc., presented at the Investment Community Visibility Montauk Summit in Montauk, New York, on July 10, 2014. A copy of the July Investor Presentation is available for free at: http://goo.gl/9fcwYC About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences reported a net loss applicable to common shareholders of $5.24 million on $1.50 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stockholders of $4.40 million on $1.23 million of total revenue in 2012. The Company's balance sheet at March 31, 2014, showed $1.71 million in total assets, $2.95 million in total liabilities and a $1.24 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. The auditors said these conditions raise substantial doubt about its ability to continue as a going concern. PRIME TIME: Has Until Oct. 11 to Decide on Leases ------------------------------------------------- The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona has extended, at the behest of Prime Time International Company and its debtor-affiliates, the deadline by which the Debtors must assume or reject the unexpired leases of nonresidential real property until Oct. 11, 2014. The Debtors' current office lease expires in December, 2014. The Debtors stated in a court filing dated June 20, 2014, that during the next several months, the Debtors will continue to negotiate with its existing landlord regarding the terms of a possible extension and seek other potential office sites. The Debtors said that over the past few months since the Petition Date, the Debtors have made significant progress in these Chapter 11 Cases in stabilizing and improving their operations, expediting the assessment litigation in order to liquidate a significant claim, and embarking upon a market exploration process. During the first four months of the Chapter 11 cases, the Debtors and their professionals have begun formulating various frameworks for a future plan of reorganization and commenced a market exploration process seeking funding for the plan. To determine the best option to maximize value for all of the Debtors' constituencies while it negotiates lease opportunities and proceeds with its market exploration process, the Debtors must maintain the option to assume the lease, the Debtors stated in their June 20 motion. A hearing was set for July 9, 2014, at 11:00 a.m. to consider the Debtors' motion. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME: Exclusive Plan Filing Period Extended to Sept. 26 ------------------------------------------------------------- The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona has extended, at the behest of Prime Time International Company and its debtor-affiliates, the exclusive period during which the Debtors may file a Chapter 11 plan until Sept. 26, 2014, and the exclusive period during which the Debtors may solicit acceptances of that plan until Nov. 25, 2014. The Debtors said in a court filing dated June 20, 2014, that the complexity of their Chapter 11 cases affects the progress of the Debtors' reorganization efforts and justifies an extension of the Exclusive Periods. According to the Debtors, their business is complex because of their pre-petition capital structure and regulatory issues relating to its manufacture and distribution of product, the amount of secured debt in relation to their enterprise value and the asserted judgment against one of the Debtors, which is subject to appeal. The options to finance the exit of these Debtors from the Chapter 11 cases requires time to properly solicit and evaluate the various avenues available to maximize value for the Debtors and their constituents. The Debtors stated that since the Petition Date, they have focused their efforts on stabilizing the operations of their operations, expenses, developing a business plan to support a market exploration process and addressing the resolution of the assessment litigation. "Allowing the Exclusive Periods to terminate before plan negotiations and preparation begin in earnest would defeat the purpose of Section 1121 of the Bankruptcy Code and would cause confusion and hinder the Debtors' opportunity to maximize value through a unified market exploration process. The Debtors intend to use this opportunity to formulate, test and evaluate the Debtors' business plan and to focus on its exit funding, while continuing their efforts to negotiate a resolution of the assessment litigation," the Debtors said. The Debtors proposed to utilize the extension of the Exclusive Periods to investigate and solicit available plan funding sources -- whether equity or financing through investment or sale options, and pursue resolution of the assessment litigation. The Debtors have already begun formulating various frameworks for a future plan of reorganization. The Debtors assured the Court that the requested extension of the Exclusive Periods will afford the Debtors an opportunity to conduct a full market exploration process and the opportunity to resolve significant claims, pursue to fruition the beneficial modifications to the Debtors' businesses that have been implemented since the commencement of these Chapter 11 cases. A hearing to consider the Debtors' request of the Exclusive Periods was set for July 9, 2014, at 11:00 a.m. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME: Court OKs Insurance Premium Finance Pact With FIFC -------------------------------------------------------------- Prime Time International Company and its debtor-affiliates sought and obtained authorization from the Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona to enter into an insurance premium finance agreement with First Insurance Funding Company. FIFC is granted a perfected security agreement in the unearned insurance premiums and is further granted relief from the stay, in the event of a payment default, to terminate the policy. The Debtors said in in a court filing dated July 3, 2014, that they are required to maintain adequate insurance coverage and without it, would be forced to cease operations. The Debtors have been unable to obtain unsecured credit to fund the Polices. The Debtors stated in their July 3 motion that to the extent the Debtors manufacture and distribute their products, it is necessary to maintain adequate insurance coverage, among which, includes general liability, product liability, cargo and property insurance coverage. The Debtors are prepared to execute an Agreement and disclosure statement with FIFC for the financing of the Debtors' general liability, product liability, cargo and property insurance policies upon court approval. Pursuant to the Agreement, FIFC will provide financing to the Debtors for the purchase of policies which are essential for the operation of Debtors' business. Under the Agreement, the total premium amount is $493,331.41 and the total amount to be financed is $369,998.56. Under the Agreement, the Debtors will become obligated to pay FIFC $369,998.56 in addition to a down payment that has already been paid in the amount of $123,332.85 and the balance in nine monthly installments of $42,293.23 each. The installment payments are due on the 1st day of each month, commencing on Aug. 1, 2014. As collateral to secure the repayment of the indebtedness under the Agreement, the Debtors are granting FIFC a security interest in, among other things, the unearned premiums of the policies. The Agreement provides that the law of Illinois governs the transaction. Pursuant to the Agreement, the Debtors are appointing FIFC as its attorney-in-fact with the irrevocable power to cancel the policies and collect the unearned premium in the event the Debtor is in default of its obligations under the Agreement. The Debtors and FIFC have agreed that the adequate protection would be: a) the Debtors be authorized and directed to timely make all payments due under the Agreement and FIFC be authorized to receive and apply the payments to the indebtedness owed by Debtors to FIFC as provided in the Agreement; b) if the Debtors do not make any of the payments due under the Agreement as they become due, the automatic stay will automatically lift to enable FIFC and third parties, including insurance companies providing the coverage under the policies, to take all steps necessary and appropriate to cancel the policies, collect the collateral and apply the collateral to the indebtedness owed to FIFC by the Debtors. In exercising the rights, FIFC and third parties will comply with the 10-day statutory notice and opportunity to cure required by law and other relevant provisions of the Agreement; and c) in the event of any default, FIFC will provide notice of the default to the Debtors and to Debtors' counsel. A hearing was set for July 9, 2014, at 11:00 a.m. for the Court to consider the Debtors' motion. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. PRIME TIME: Has Nod to Continue Cash Collateral Use Until Sept. 26 ------------------------------------------------------------------ The Hon. Madeleine C. Wanslee of the U.S. Bankruptcy Court for the District of Arizona has entered a stipulated order extending to Sept. 26, 2014, the authorization of Prime Time International Company and its debtor-affiliates' use of JPMorgan Chase Bank, N.A.'s cash collateral and amending the final order. The terms and provisions of the order have been agreed to by the Debtors and the Lender. The Court previously entered a final order on April 14, 2014, allowing the Debtors to continue using the cash collateral until June 27, 2014. The gross revenue covenant set forth in the Final Order is waived by the Lender for June 2014. The Debtors are authorized to use the cash collateral only to pay the post-petition operating expenses of the Debtors. As reported by the Troubled Company Reporter on March 21, 2014, the Debtors, on the Petition Date, owed $3,503,704 as a result of loans provided by the Lender. The Debtors wanted to use the cash collateral as they do not have sufficient available sources of working capital and financing to carry on the normal course operation of their businesses without use of the cash collateral. Schedules of Assets and Liabilities On April 28, 2014, Prime Time International filed with the Court its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $1,040,000 B. Personal Property $21,118,915 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $3,589,358 E. Creditors Holding Unsecured Priority Claims $293,099 F. Creditors Holding Unsecured Non-Priority Claims $399,840 A copy of the Schedules is available for free at: http://bankrupt.com/misc/PRIMETIME_115_sal.pdf Payment of Critical Vendor's Claims On April 17, 2014, the Court entered a final order authorizing the Debtors to pay all critical vendor's claims, provided that the payment on account of the claims won't exceed $72,000. If the critical vendor that has received payment of a prepetition claim later refuses to continue to supply goods or services for the applicable period in compliance with the court order, (a) the Debtors may, in their discretion, declare that the payment of the critical vendor's claim is a voidable postpetition transfer pursuant to section 549(a) of the Bankruptcy Code that the Debtors may recover in cash or in goods from the critical vendor; (b) the creditor will immediately return the payments to the extent that the aggregate amount of the payments exceeds the postpetition obligations then outstanding without giving effect to alleged setoff rights, recoupment rights, adjustments, or offsets of any type whatsoever, and (c) the critical vendor's claim will be reinstated in such an amount so as to restore the Debtors and the critical vendor to their original positions as if no payment of the critical vendor's claim had been made. Each of the banks and financial institutions at which the Debtors maintain their accounts relating to the payment of the claim that the Debtors request authority to pay in the motion are authorized to receive, process, honor and pay all checks presented for payment and to honor all fund transfer requests made by the Debtors related thereto, to the extent that sufficient funds are on deposit in those accounts, and are authorized to rely on the Debtors designation of any particular check as approved by the court order. 341 Meeting Concluded As reported by the Troubled Company Reporter on March 18, 2014, a meeting of creditors in the Debtors' bankruptcy case was scheduled to be held on April 15, 2014, at 2:00 p.m. On June 5, 2014, the 341 meeting of creditors was continued to and concluded on May 15, 2014, at 1:30 p.m. About Prime Time International Prime Time International Company, formerly known as Single Stick Inc., manufactures and distributes cigarettes and little cigars. PTIC has two wholly-owned subsidiaries: USA Tobacco, which distributes PTIC's products, and 21st Century Brands, LLC, which distributes non-tobacco consumer products. Annual sales are $40 million and the company's products are in 100,000 convenience stores in North America. The company has direct accounts with each of the top 25 largest convenience store distributors in the United States. Prime Time and its two subsidiaries sought Chapter 11 bankruptcy protection (Bankr. D. Ariz. Lead Case No. 14-03518) in Phoenix on March 15, 2014. The Debtors have tapped Greenberg Traurig as attorneys, Odyssey Capital Group, LLC, as financial advisors, and Schian Walker, P.L.C., as conflicts counsel. The Debtors disclosed $26.78 million in total assets and $23.37 million in total liabilities as of Jan. 31, 2014. QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale ------------------------------------------------------- Law360 reported that Quantum Foods LLC lodged counterclaims against the unit of Oaktree Capital Management LP that was slated to buy it before the $54 million bankruptcy sale collapsed, accusing the private equity firm of having a "fraudulent scheme" to purchase the meatpacker for far less than the agreed-upon price. According to Law360, in a motion before the Delaware bankruptcy court, Quantum denied allegations lobbed by Oaktree unit Raging Bull Acquisition Co. LLC in its May adversary action that seeks to get back its $5.4 million deposit, and tossed accusations of its own that Oaktree intended to push the debtor into a corner where it would have no choice but to consent to Oaktree's wishes. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Quantum is seeking damages of $29 million to $35 million, representing the value it said it would have received under the sale contract, less the amount it's recovering in liquidation. Quantum, in a 58-page filing, said Oaktree had no intention of completing the transaction as the contract required, Mr. Rochelle said. The lawsuit is Raging Bull Acquisition Company LLC v. Quantum Foods LLC (In re Quantum Foods LLC), 14-ap-50360, U.S. Bankruptcy Court, District of Delaware (Wilmington). About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUANTUM FOODS: Says Oaktree Schemed In Soured $54M Sale ------------------------------------------------------- Law360 reported that Quantum Foods LLC lodged counterclaims against the unit of Oaktree Capital Management LP that was slated to buy it before the $54 million bankruptcy sale collapsed, accusing the private equity firm of having a "fraudulent scheme" to purchase the meatpacker for far less than the agreed-upon price. According to Law360, in a motion before the Delaware bankruptcy court, Quantum denied allegations lobbed by Oaktree unit Raging Bull Acquisition Co. LLC in its May adversary action that seeks to get back its $5.4 million deposit, and tossed accusations of its own that Oaktree intended to push the debtor into a corner where it would have no choice but to consent to Oaktree's wishes. Bill Rochelle, the bankruptcy columnist for Bloomberg News, reported that Quantum is seeking damages of $29 million to $35 million, representing the value it said it would have received under the sale contract, less the amount it's recovering in liquidation. Quantum, in a 58-page filing, said Oaktree had no intention of completing the transaction as the contract required, Mr. Rochelle said. The lawsuit is Raging Bull Acquisition Company LLC v. Quantum Foods LLC (In re Quantum Foods LLC), 14-ap-50360, U.S. Bankruptcy Court, District of Delaware (Wilmington). About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. RAIN CII CARBON: S&P Lowers CCR to 'B+'; Outlook Stable ------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term corporate credit rating on Rain CII Carbon LLC (RCCL), a U.S.-based producer of carbon products and chemicals, to 'B+' from 'BB-'. The outlook is stable. At the same time, S&P lowered its issue rating on RCCL's senior secured notes to 'B+' from 'BB-'. S&P also revised its recovery rating on the company's notes due 2018 and 2021 to '4' from '3'. The recovery rating reflects S&P's expectation of an average (30%- 50%) recovery in the event of a payment default under its base- case scenario. "The downgrade reflects our expectation that RCCL's operating performance will remain subdued over the next 12 months at least," said Standard & Poor's credit analyst Vishal Kulkarni. S&P expects demand and profitability to stay weak, primarily at RCCL's calcined petroleum coke (CPC) business and, to some extent, its coal tar pitch (CTP) and chemical businesses at Ruetgers N.V. This follows the continued soft demand from key end-consumers -- aluminum producers. S&P expects CPC and CTP producers to face margin pressure as aluminum producers seek to cut costs over the next 12 months. RCCL's potential competitive strength is unlikely to offset the weak demand for its products, in S&P's view. The company's various expansion projects are also behind schedule. Delays in new project completion and ramp up will push back RCCL's possible incremental EBITDA realization from these projects by at least six months to a year. RCCL has a history of volatile cash flows and high leverage. The company's margins are susceptible to industry conditions and it relies on debt for acquisitions. RCCL's record of integrating acquisitions, deleveraging within a reasonable period, satisfactory financial flexibility, and long-tenor debt temper the weaknesses. All these factors support our assessment of an "aggressive" financial risk profile. "The weak RCCL businesses will continue to be a drag on the company's financial performance over the next four to six quarters," said Mr. Kulkarni. "The financial ratios are likely to improve only in 2016, when we anticipate an improvement in RCCL's markets and incremental EBITDA from capacity expansion to support cash flows." The stable outlook reflects S&P's expectation that demand, especially from the aluminum industry, has stabilized. However, S&P expects RCCL's profitability to improve only gradually. RCCL's adequate liquidity and no material debt maturities until 2018 will keep its financial risk profile in the "aggressive" category even though the company's financial ratios will be stretched for the rating over the next two to four quarters. S&P may lower its ratings on RCCL if: (1) the company's profitability in its CPC business does not recover in line with our expectation; or (2) the CTP and chemical businesses also show no stability and weaken RCCL's financial ratios such that FFO interest coverage falls below 2.0x on a sustained basis. This situation would become more likely if RCCL's expansion projects are delayed further and don't contribute to cash flows in 2015. S&P may raise the ratings if the profitability of the CPC business returns to 2012 levels while that at the CTP and chemical businesses gradually recovers. This improvement should be mirrored in the financial ratios, such that the FFO-to-debt ratio is consistently above 17% while liquidity remains adequate. S&P will also consider RCCL's competitive strength, ability to manage its exposure to commoditized products, and the cash flows from expansion projects, and the outlook for the aluminum industry. REALOGY HOLDINGS: To Acquire ZipRealty for Approx. $166 Million --------------------------------------------------------------- Realogy Holdings Corp. disclosed that it entered into a definitive agreement to acquire ZipRealty for $6.75 per share in an all-cash transaction valued at approximately $166 million. With this transaction, Realogy is acquiring ZipRealty's residential brokerage operations with 23 offices across the United States and its leading-edge, integrated real estate technology platform, including its recently released private-label solution for brokers. "The acquisition of ZipRealty represents a strategic investment in the growth of our business and a compelling opportunity to further enhance shareholder value," said Richard A. Smith, Realogy's chairman, chief executive officer and president. "This transaction has two uniquely attractive facets for Realogy. First, we are acquiring an established, highly productive, technology-based national residential brokerage operation. Second, we will capitalize on the innovative technology platform that ZipRealty has honed over more than a decade of development. ZipRealty's technology provides a seamless digital experience for consumers, brokers and sales associates across the entire real estate transaction life cycle. We intend to fully leverage ZipRealty's comprehensive suite of world-class technology tools across our business, enabling both our franchise brands and our company-owned operations to be more productive, efficient and better serve their customers." ZipRealty's Board of Directors has unanimously approved and will recommend the transaction to the Company's shareholders. The transaction will be effected through a tender offer by Realogy and is expected to close in the third quarter of 2014, subject to the satisfaction of customary closing conditions, including regulatory clearance. Realogy's franchise brands have approximately 247,000 brokers and affiliated sales associates operating in 13,600 offices worldwide under such well-known brand names as Better Homes and Gardens(R) Real Estate, CENTURY 21(R), Coldwell Banker(R), Coldwell Banker Commercial(R), The Corcoran Group(R), ERA(R) and Sotheby's International Realty(R). Realogy's real estate brokerage subsidiary and largest franchisee, NRT, operates 710 U.S. offices with approximately 42,600 independent sales associates. ZipRealty is a national real estate brokerage that leverages leading-edge technology, comprehensive online marketing and an intelligent customer relationship management (CRM) platform to attract and serve customers and to support increased productivity for its affiliated sales associates. ZipRealty's profitable owned and operated brokerage operations, with 1,800 independent sales associates and 23 offices, were responsible for $2.7 billion in closed sales volume and represented the majority of ZipRealty's $76 million of revenue and $32 million of gross profit for the year ended Dec. 31, 2013. With anticipated transaction synergies and growth, the EBITDA contribution of ZipRealty's owned operations is expected to be approximately $20 million annually within the next three years. Realogy expects to welcome 17 of ZipRealty's residential real estate brokerage offices into existing offices operated by NRT. Realogy intends to continue to operate the remaining six ZipRealty offices on a stand-alone basis. Post-acquisition, NRT will have approximately 44,400 independent sales associates. Smith continued: "ZipRealty's end-to-end and multi-device software platform and advanced product development capabilities will further accelerate our efforts to drive web- and mobile-based lead generation and client conversion. This will also serve to augment the investments we are already making to improve the experience of buying and selling a home for consumers, sales associates and brokers. "ZipRealty has invested in both the technical talent and the brokerage expertise necessary to build an impressive array of custom-designed technology and online marketing tools that generate incremental business for sales associates and brokers. These assets and capabilities will provide us with a powerful new slate of product offerings for our franchisees and company-owned operations. With ZipRealty's recently released private-label software-as-a-service product built upon its proven, fully- integrated digital platform, we expect the technology to substantially enhance the value proposition of our franchise brands and increase the productivity of our franchisees. We are very excited about the prospects for future growth, and we compliment the ZipRealty product and marketing teams for the development of an outstanding portfolio of market-ready technology that positions brokers to better serve their sales associates and their customers." "We expect the acquisition of ZipRealty to drive incremental revenue for our company-owned, franchise and title business segments," said Anthony E. Hull, Realogy's executive vice president, chief financial officer and treasurer. "We are acquiring a residential brokerage operation that, after operating efficiencies, we anticipate will contribute meaningful earnings at an attractive valuation. We also expect that the upfront and ongoing costs associated with the enhanced technology made available to our franchisees will generate attractive returns. While deleveraging our balance sheet remains a very high priority, this unique transaction represents our opportunistic approach toward enhancing shareholder value through accelerated long-term growth." "Integrating ZipRealty's time-tested systems and product offerings with Realogy's brokerage and franchising operations that reach approximately 170,000 U.S.-based sales associates provides a significant opportunity for future growth and product innovation," said Lanny Baker, president and chief executive officer of ZipRealty. "Our owned and operated sales associate base will become part of one of the most successful real estate brokerage firms in the nation and will benefit from Realogy's brand visibility and local presence. This transaction also represents a compelling outcome for ZipRealty's shareholders, highlighting the strategic value of ZipRealty's technology-powered capabilities." After the transaction closes, Baker will continue in an executive leadership role within Realogy as chief executive officer of ZipRealty, reporting to Alex Perriello, president and chief executive officer of the Realogy Franchise Group. Realogy intends to maintain ZipRealty's existing headquarters in Emeryville, California, using its agile product development capabilities, its "innovation factory" methodology and Realogy's industry presence to advance the ZipRealty technology platform and deliver new applications across Realogy's business segments. Conference Calls to Discuss Transaction Additional information is available for free at: http://is.gd/gqHTUz About Realogy Corp. Realogy Corp. -- http://www.realogy.com/-- a global provider of real estate and relocation services with a diversified business model that includes real estate franchising, brokerage, relocation and title services. Realogy's world-renowned brands and business units include Better Homes and Gardens Real Estate, CENTURY 21, Coldwell Banker, Coldwell Banker Commercial, The Corcoran Group, ERA, Sotheby's International Realty, NRT LLC, Cartus and Title Resource Group. Collectively, Realogy's franchise systems have around 15,000 offices and 270,000 sales associates doing business in 92 countries around the world. Headquartered in Parsippany, N.J., Realogy is owned by affiliates of Apollo Management, L.P., a leading private equity and capital markets investor. Realogy fully supports the principles of the Fair Housing Act. Realogy Holdings Corp. and Realogy Group LLC reported a net loss attributable to the Companies of $543 million on $4.67 billion of net revenues for the year ended Dec. 31, 2012. Realogy Holdings and Realogy Group incurred a net loss of $441 million on $4.09 billion of net revenues in 2011, following a net loss of $99 million on $4.09 billion of net revenues for 2010. As of June 30, 2013, the Company had $7.29 billion in total assets, $5.75 billion in total liabilities and $1.54 billion in total equity. Bankruptcy Warning "Our ability to make scheduled payments or to refinance our debt obligations depends on our financial and operating performance, which is subject to prevailing economic and competitive conditions and to certain financial, business and other factors beyond our control. We cannot assure you that we will maintain a level of cash flows from operating activities and from drawings on our revolving credit facilities sufficient to permit us to pay the principal, premium, if any, and interest on our indebtedness or meet our operating expenses. If our cash flows and capital resources are insufficient to fund our debt service obligations, we may be forced to reduce or delay capital expenditures, sell assets or operations, seek additional debt or equity capital or restructure or refinance our indebtedness. We cannot assure you that we would be able to take any of these actions, that these actions would be successful and permit us to meet our scheduled debt service obligations or that these actions would be permitted under the terms of our existing or future debt agreements. 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 facility could terminate their commitments to lend us money and foreclose against the assets securing their borrowings; and * we could be forced into bankruptcy or liquidation," the Company said in its annual report for the period ended Dec. 31, 2012. * * * In the Aug. 1, 2013, edition of the TCR, Moody's Investors Service upgraded the corporate family rating of Realogy Group to to B2 from B3. The upgrade to B2 CFR is driven by expectations for ongoing strong financial performance, supported by Realogy's recently-concluded debt and equity financing activities and a continuing recovery in the US existing home sale market. As reported by the TCR on Feb. 18, 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Realogy Corp. to 'B+' from 'B'. "The one notch upgrade in the corporate credit rating to 'B+' reflects an increase in our expectation for operating performance at Realogy in 2013, and S&P's expectation that total lease adjusted debt to EBITDA will improve to the low-6x area and funds from operations (FFO) to total adjusted debt will be improve to the high-single-digits percentage area in 2013, mostly due to EBITDA growth in the low- to mid-teens percentage area in 2013," S&P said. RESIDENTIAL CAPITAL: Court Junks Cozzolino's $193,274 Claim ----------------------------------------------------------- Bankruptcy Judge Martin Glenn sustained The ResCap Borrower Claims Trust's objection to claim number 1372 that Joseph Cozzolino filed against Debtor GMAC Mortgage, LLC. The Trust objects to the Claim on the grounds that GMACM only serviced the Loan, for less than two months, and did not engage in any conduct that would give rise to liability. The claim asserts a general unsecured claim in the amount of $193,274.41 for Cozzolino's "Mortgage Loan." MortgageIT, Inc., a non-Debtor, originated Cozzolino's loan on May 17, 2007. GMACM's only connection to the Loan was as the subservicer on behalf of the investor, from May 29, 2007, until loan servicing was transferred to Countrywide Loan Servicing on July 2, 2007. The Debtors do not assert an interest in Cozzolino's property, they do not claim that Cozzolino owes them any money, and they do not have a recorded lien on his property. The Court noted that Cozzolino's claim against GMACM appears to hinge on his allegation that GMACM, along with banks across the country, engaged in a conspiracy with Mortgage Electronic Registration Systems, Inc. to commit mortgage fraud. According to Cozzolino, since MERS appears on his chain of title, his title is clouded, preventing him from selling his home and recouping any money invested in the property. He further challenges MERS' ability to record assignments of his mortgage and claims that MortgageIT engaged in fraudulent activity when it originated his Loan without informing him that MERS would put a lien on his property. A copy of the Court's July 15, 2014 Memorandum Opinion and Order is available at http://is.gd/H5UzAvfrom Leagle.com. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. RESIDENTIAL CAPITAL: Judge OKs Nearly $400MM in Professional Fees ----------------------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that a judge largely approved the final fee requests for the professionals working on Residential Capital LLC's bankruptcy case, which totaled nearly $400 million. According to the same news agency, the trust in charge of overseeing ResCap's liquidation tried to make the former mortgage servicer's expensive bankruptcy case a little cheaper. About Residential Capital Residential Capital LLC, the unprofitable mortgage subsidiary of Ally Financial Inc., filed for bankruptcy protection (Bankr. S.D.N.Y. Lead Case No. 12-12020) on May 14, 2012. Neither Ally Financial nor Ally Bank is included in the bankruptcy filings. ResCap, one of the country's largest mortgage originators and servicers, was sent to Chapter 11 with 50 subsidiaries amid "continuing industry challenges, rising litigation costs and claims, and regulatory uncertainty," according to a company statement. ResCap disclosed $15.68 billion in assets and $15.28 billion in liabilities at March 31, 2012. Centerview Partners LLC and FTI Consulting are acting as financial advisers to ResCap. Morrison & Foerster LLP is acting as legal adviser to ResCap. Curtis, Mallet-Prevost, Colt & Mosle LLP is the conflicts counsel. Rubenstein Associates, Inc., is the public relations consultants to the Company in the Chapter 11 case. Morrison Cohen LLP is advising ResCap's independent directors. Kurtzman Carson Consultants LLP is the claims and notice agent. Ray C. Schrock, Esq., at Kirkland & Ellis LLP, in New York, serves as counsel to Ally Financial. ResCap sold most of the businesses for a combined $4.5 billion. The Bankruptcy Court in November 2012 approved ResCap's sale of its mortgage servicing and origination platform assets to Ocwen Loan Servicing, LLC and Walter Investment Management Corporation for $3 billion; and its portfolio of roughly 50,000 whole loans to Berkshire Hathaway for $1.5 billion. Judge Martin Glenn in December 2013 confirmed the Joint Chapter 11 Plan co-proposed by Residential Capital and the Official Committee of Unsecured Creditors. The Plan became effective on Dec. 17, 2013. RESTORGENEX CORP: Reports $1.38-Mil. Net Loss in March 31 Quarter ----------------------------------------------------------------- RestorGenex Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $1.38 million on $nil of revenues for the three months ended March 31, 2014, compared with a net loss of $2.48 million on $nil of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $26.45 million in total assets, $14.23 million in total liabilities, and stockholders' equity of $12.21 million. The Company has suffered losses from operations and lacked liquidity to meet its then-current obligations at March 31, 2014. The Company had net losses of $1.38 million and $2.6 million for the three months ended March 31, 2014 and 2013, respectively and net losses for 2013 and 2012 of $2.64 million and $7.37 million, respectively. As of March 31, 2014, the Company had negative working capital of $8.02 million and an accumulated deficit of $62.46 million. The Company had a total of $717,002 of promissory notes that were in default as of March 31, 2014. A copy of the Form 10-Q is available at: http://is.gd/c2s56u About RestorGenex RestorGenex Corporation operates as a biopharmaceutical company. It focuses on dermatology, ocular disease, and women's health areas. The company was formerly known as Stratus Media Group, Inc., and changed its name to RestorGenex Corporation in March 2014. RestorGenex Corporation is based in Los Angeles, California. Restorgenex reported a net loss of $2.45 million in 2013 following a net loss of $6.85 million in 2012. Goldman Kurland and Mohidin LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that RestorGenex Corporation has suffered recurring losses and has negative cash flow from operations. These conditions raise substantial doubt as to the ability of RestorGenex Corporation to continue as a going concern. ROCKDALE RESOURCES: Reports $590K Net Loss in March 31 Quarter -------------------------------------------------------------- Rockdale Resources Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $590,656 on $124,870 of oil and gas sales for the three months ended March 31, 2014, compared with a net loss of $371,933 on $55,877 of oil and gas sales for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $3.59 million in total assets, $440,061 in total liabilities, and stockholders' equity of $3.15 million. The Company has suffered recurring losses from operations, thus raising substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/JZLgrz Austin, Tex.-based Rockdale Resources Corporation (formerly Art Design, Inc.) was incorporated in the State of Colorado on Jan. 16, 2002. In April 2012 the Company discontinued its prior operations and became involved in the exploration and development of oil and gas. On May 4, 2012, the Company amended its articles of incorporation to change its name to Rockdale Resources Corporation. ROCKWOOD SPECIALTIES: Moody's Reviews Ba1 CFR for Downgrade ----------------------------------------------------------- Moody's Investors Service placed Rockwood Specialties Group, Inc.'s ratings under review for upgrade following the announcement that Albemarle Corporation (Albemarle, Baa1, ratings under review for downgrade) has entered into an agreement to acquire Rockwood for approximately $6.2 billion. Albemarle has stated it plans to guarantee Rockwood's outstanding $1.25 billion notes due 2020, which will remain outstanding following the acquisition. Ratings placed under review: Rockwood Specialties Group, Inc. Corporate Family Rating - Ba1** Probability of Default Rating - Ba1-PD** Sr Unsec Notes due 2020 -- Ba1 Sr Unsec Shelf Registration -- (P)Ba1 Ratings unchanged: Speculative Grade Liquidity Rating -- SGL-1 ** Ratings to be withdrawn upon completion of the acquisition. Ratings Rationale Under the acquisition terms announced, Rockwood shareholders will receive $50.65 in cash and 0.4803 shares of Albemarle common stock per Rockwood share. The transaction is expected to be financed with $1.5 billion of new debt financing, $2.2 billion of available cash and $2.5 billion of Albemarle stock (34.7 million new shares). The transaction is expected to close in the first quarter of 2015 and is subject to shareholder and regulatory approvals. The review will focus on the ultimate capital structure and leverage following the transaction and the ability of Albemarle to delever and generate free cash flow after integrating both companies. The company has secured committed bridge financing from BofA Merrill Lynch to finance the cash portion of the transaction. The review of Rockwood's ratings for upgrade reflects the planned acquisition by Albemarle and the positive impact on Rockwood's credit profile. Moody's notes that Albemarle stated its commitment to an investment grade rating. The company announced that it would focus on delevering following the transaction, suspend its share repurchases but maintain its current dividends and dividend growth. Based on Moody's initial review of the terms of the deal, Albemarle will likely maintain its investment grade rating. Albemarle has also announced its intention to guarantee Rockwood's $1.25 billion of notes due 2020. Moody's will withdraw Rockwood's Corporate Family Rating (CFR) and Probability of Default Rating (PDR) upon completion of the acquisition. The principal methodology used in this rating was the Global Chemical Industry Rating Methodology published in December 2013. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Rockwood Specialties Group, Inc., headquartered in Princeton, New Jersey, is a wholly owned subsidiary of Rockwood Holdings, Inc. (Ticker: ROC). Rockwood operates two core specialty chemicals businesses, surface treatment chemicals and lithium and lithium derivatives. Additionally, it is in the process of selling its titanium dioxide business and four other non-strategic businesses in a transaction expected to close by September 2014 for $1 billion in net cash proceeds. Revenues were approximately $1.4 billion for the twelve months ended March 31, 2014. SARKIS INVESTMENTS: Receiver Can Hire Franzel Robins as Counsel --------------------------------------------------------------- Judge Robert Kwan of the U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, approved the stipulation resolving the U.S. Trustee's objection and Sarkis Investments Company, LLC's opposition to the application of Frandzel Robins Bloom & Csato, L.C., as bankruptcy counsel to Patrick Galentine, receiver, and approved the employment of the firm, nunc pro tunc to Aug. 1, 2013. As previously reported by The Troubled Company Reporter, the Receiver sought to employ FRBC as bankruptcy counsel, nunc pro tunc to Aug. 1, 2013. The U.S. Trustee took issue with the retroactive relief sought and argued that retroactive relief should not be granted absent a showing of good cause for delay. The Debtor complained that the employment is not authorized under Section 327(a) of the Bankruptcy Code and joined the U.S. Trustee in its objection to the retroactive relief. Under the stipulation, the Debtor and the U.S. Trustee agreed to the employment by the Receiver of the firm nunc pro tunc to Aug. 1, 2013. The parties agreed that the firm will apply a $3,000 credit against fees on account of services rendered to the Receiver. The parties agreed, however, that the agreement will not be deemed an admission or concession by the firm of the applicability of Section 327(a) in this case or any other case in which the firm may represent a receiver in a bankruptcy case. About Sarkis Investments Company, LLC Sarkis Investments Company, LLC, filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-29180) on July 29, 2013. Sarkis owns and leases several parcels of commercial real property in Ontario, California: 3550 Porsche Way; 3640 Porsche Way; 3660 Porsche Way; 3700 Inland Empire Blvd; and 3760 Inland Empire Blvd. Judge Robert Kwan presides over the case. Pamela Muir signed the petition as manager. The Debtor estimated assets and debts of at least $10 million. Ashley M. McDow, Esq., at Baker & Hostetler, LLP, serves as the Debtor's counsel. Patrick Galentine was appointed by a state court as receiver for the Debtor's assets. The receiver is represented by Reed Waddell, Esq., at Frandzel Robins Bloom & Csato, LC. MSCI 2007-IQ13 Ontario Retail Limited Partnership, which initiated the receivership proceedings against Sarkis in state court, is represented by Ron Oliner, Esq., at Duane Morris LLP. In April 2014, the Debtor filed a Second Amended Reorganization Plan and disclosure statement. The Debtors seeks to accomplish payments under the plan by paying creditors on account of their allowed claims in full over time from cash flows generated from future operations or the proceeds from the sale of the Company or the properties. SCOTTSDALE VENETIAN: Can Use FNB's Cash Collateral Until Aug. 31 ---------------------------------------------------------------- The Hon. Brenda K. Martin of the U.S. Bankruptcy Court for the District of Arizona authorized Scottsdale Venetian Village LLC to use cash collateral from June 1, 2014, to Aug. 31, 2014, pursuant to a budget available for free at http://is.gd/VxDKyG The Debtor told the Court that it owed lender First National Bank of Olathe under a certain loan documents in the principal amounts of $6,662,171 under a first loan, and $226,686 under a second note. FNB asserted a valid and perfected security interest in substantially all of its assets including, without limitation, its interest in a certain property and land lease, according to the Debtor. The Debtor agreed to make monthly adequate protection payments to lender of $5,500, which payment must be made no later than the 10th day of each month, and will be applied to postpetition interest accruing indebtedness. Any cash collateral received in excess of that required operations consistent with the budget, or paid, will be sequestered until such time as lender consents to, or the Court orders, its use. About Scottsdale Venetian Scottsdale Venetian Village, LLC, operates the Days Hotel located at 5101 N. Scottsdale Road, in Scottsdale, Arizona. The Company also operates Papi Chulo's Mexican Grill & Cantina, located immediately adjacent to the hotel. The hotel consists of 211 guest rooms and, among other things, facilities for meetings and banquets. Scottsdale Venetian Village filed a Chapter 11 petition (Bankr. D. Ariz. Case No. 13-02150) on Feb. 19, 2013, in Phoenix, estimating at least $10 million in assets and less than $10 million in liabilities. The Debtor is represented by John J. Hebert, Esq., and Wesley D. Ray at Polsinelli Shughart, P.C., in Phoenix. Charles B. Foley, CPA, PLLC serves as the Debtor's accountant. As reported in the March 12, 2014 edition of the TCR, Scottsdale Venetian Village LLC has won approval of the disclosure statement explaining its proposed Chapter 11 plan. The bankruptcy judge approved the disclosure statement after the Debtor resolved the objection made by First National Bank of Hutchinson. Scottsdale Venetian Village amended the Plan documents on Feb. 27, 2014, to incorporate terms reached with the buyer for the Debtor's interests in the Days Hotel in Scottsdale, Arizona. SHRIMPBOAT RESTAURANT: Case Summary & 20 Top Unsecured Creditors ---------------------------------------------------------------- Debtor: Shrimpboat Restaurant, Inc. P.O. Box 15307 Panama City, FL 32406 Case No.: 14-50237 Chapter 11 Petition Date: July 16, 2014 Court: United States Bankruptcy Court Northern District of Florida (Panama City) Debtor's Counsel: John E. Venn, Esq. JOHN E. VENN, JR., P.A. 220 W. Garden St., Suite 603 Pensacola, FL 32502 Tel: 850-438-0005 Fax: 850-438-1881 Email: johnevennjrpa@aol.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $10 million to $50 million The petition was signed by William Loren Smith, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb14-50237.pdf SKYLINE MANOR: Creditors' Panel Hires Pepper Hamilton as Counsel ---------------------------------------------------------------- The Official Committee of Unsecured Creditors of Skyline Manor, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the District of Nebraska to retain Pepper Hamilton LLP as counsel for the Committee, nunc pro tunc to May 15, 2014. The Committee requires Pepper Hamilton to: (a) give the Committee legal advice with respect to its powers and duties; (b) prepare on behalf of the Committee all necessary applications, answers, orders, reports and other legal papers; (c) monitor the activities of the Debtor and to report to the Committee on the same; (d) represent the unsecured creditors in negotiating and implementing a plan of reorganization; and (e) perform other legal services for the Committee which may be necessary in connection with this proceeding. Pepper Hamilton will be paid at these hourly rates: Partners and Of Counsel $390-$710 Associates $225-$525 Paralegals $95-$310 Other Professional Support Staff $40-$70 Pepper Hamilton will also be reimbursed for reasonable out-of- pocket expenses incurred. Francis J. Lawall, partner of Pepper Hamilton, 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. Pepper Hamilton can be reached at: Francis J. Lawall, Esq. PEPPER HAMILTON LLP 3000 Two Logan Square Eighteenth and Arch Streets Philadelphia, PA 19103-2799 Tel: (215) 981-4481 Fax: (215) 981-4750 E-mail: lawallf@pepperlaw.com About Skyline Manor Skyline Manor, Inc., operates a retirement community in Omaha. The facility offers apartments, assisted-living units, skilled nursing beds and hospice care. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor estimated assets of at least $10 million and liabilities between $10 million to $50 million. SKYLINE MANOR: Baird Holm Okayed as Ch.11 Trustee's Counsel ----------------------------------------------------------- Ron Ross, the Chapter 11 trustee of Skyline Manor, Inc. sought and obtained permission from the U.S. Bankruptcy Court for the District of Nebraska to employ Baird Holm LLP as his counsel, effective May 30, 2014. The Trustee requires Baird Holm to: (a) assist the Trustee in understanding the bankruptcy process, getting control of estate assets, and stabilizing the Debtor's operations; (b) examine the Debtor and other witnesses, and consult with other legal counsel and interested parties to ascertain the extent and nature of assets, contracts, recoverable transfers, liabilities, and related matters, and advise Trustee with respect thereto; (c) prepare or assist the Trustee in preparing all necessary applications, motions, responses, orders, reports, pleadings, and other legal documents in connection with Debtor's bankruptcy case and any related proceedings; (d) research and analyze potential avoidance actions; (e) assist the Trustee in formulating a bankruptcy plan; and (f) perform all other legal services for Trustee which may be necessary in this bankruptcy case and any related proceedings. Baird Holm will be paid at these hourly rates: T. Randall Wright $350 Brandon Tomjack $275 Eric J. Adams $190 Emily Z. McElravy $165 Attorneys $150-$380 Paralegals $145-$165 Baird Holm will also be reimbursed for reasonable out-of-pocket expenses incurred. T. Randall Wright, partner of Shaw Fishman, 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. Baird Holm can be reached at: T. Randall Wright BAIRD HOLM LLP 1700 Farnam Street, Suite 1500 Omaha, NE 68102-2068 Tel: (402) 636-8228 E-mail: rwright@bairdholm.com About Skyline Manor Skyline Manor, Inc., operates a retirement community in Omaha. The facility offers apartments, assisted-living units, skilled nursing beds and hospice care. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor estimated assets of at least $10 million and liabilities between $10 million to $50 million. SKYLINE MANOR: Section 341(a) Meeting Slated for July 17 -------------------------------------------------------- The U.S. Trustee for Region 13 will convene a meeting of creditors of Skyline Manor Inc. on July 17, 2014, at 11:00 a.m., at Omaha's 341 Meeting Room. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Skyline Manor Skyline Manor, Inc., operates a retirement community in Omaha. The facility offers apartments, assisted-living units, skilled nursing beds and hospice care. Skyline Manor filed a Chapter 11 bankruptcy petition (Bankr. D. Neb. Case No. 14-80934) on May 8, 2014. The petition was signed by John W. Bartle as chief restructuring officer. Judge Thomas L. Saladino presides over the case. The Debtor estimated assets of at least $10 million and liabilities between $10 million to $50 million. SPINDLE INC: Reports $1.03-Mil. Net Loss in Q1 Ended March 31 ------------------------------------------------------------- Spindle, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.03 million on $297,925 of sales income for the three months ended March 31, 2014, compared with a net loss of $675,241 on $378,236 of sales income for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $9.48 million in total assets, $716,722 in total liabilities, and stockholders' equity of $8.76 million. The Company has an accumulated deficit of $7.36 million. In order to continue as a going concern, the Company will need, among other things, additional capital resources. The Company is significantly dependent upon its ability, and will continue to attempt, to secure equity and/or additional debt financing. The Company has recently issued debt securities and may conduct an offering of its equity securities to raise proceeds to finance its plan of operation. There are no assurances that the Company will be successful and without sufficient financing it would be unlikely for the Company to continue as a going concern. These conditions raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/DxLpxF Scottsdale, Ariz.-based Spindle, Inc., was originally incorporated in the State of Nevada on Jan. 8, 2007, as "Coyote Hills Golf, Inc." The Company was previously an online retailer of golf- related apparel, equipment and supplies. Through the date of this quarterly report, the Company only generated minimal revenues from that line of business. Spindle is a commerce-centric company with four primary customers: 1) individual consumers (buyers); 2) individual businesses (merchants or sellers); 3) third party channel partners (financial institutions and other non-bank partners such as wireless carriers); and 4) advertisers (retail, brands, and destinations). The Company intends to generate revenue through patented cloud-based payment processes under the Spindle product line, and licensing of its intellectual property. STAFFORD LOGISTICS: Moody's Affirms 'B3' Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service, affirmed Stafford Logistics Holdings' ratings -- including the B3 Corporate Family and senior secured ratings -- but changed the rating outlook to negative from stable. Ratings Rationale The negative outlook reflects concerns that Stafford's weakened liquidity profile provides limited flexibility for any operational or investment missteps over the near term, absent steps by the company to improve its liquidity options. Cash is modest, as is availability on the small revolving credit facility. Stafford acquired B.J. Bear Grain Co. Ltd, a small waste hauling company, in April 2014 with cash. In addition, the company invested in new trucks to both service new hauling contracts, replace old trucks, and upgrade BJ Bear's fleet post acquisition. While Moody's expects, based on the modest acquisition multiples paid, that the acquisition and fleet investments will provide long term solid returns, the substantial use of the company's $10 million revolver and cash to fund these initiatives leaves the company with few liquidity options. The immediate needs are limited as the company has no near term debt maturities and is compliant with its bank covenants. In addition, the core business can generate free cash flow if the growth capital investment is excluded. The ratings could be downgraded if the company is unable to make material progress on improving liquidity over the near term. The rating could also be lowered if the integration of BJ Bear and other growth initiatives distracts management and leads to a deterioration in profitability and cash from operations. The rating could be raised if the company is able to increase its scale to over $500 million in revenue while maintaining a solid financial profile of solid profits and free cash flow, and financial leverage similar to other companies at the higher rating level. Ratings: Stafford Corporate family rating: affirmed B3 Probability of default rating: affirmed Caa1-PD $10 million revolving credit facility: affirmed B3 LGD-3 $120 million term loan: affirmed B3 LGD-3 Outlook: Lowered to negative from stable The principal methodology used in this rating was Environmental Services and Waste Management Companies Rating Methodology published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Mableton, GA headquartered Stafford Logistics operates under the name Custom Ecology and generated $127 million revenue in the twelve months ending March 31, 2014. The company primarily provides long distance (50 miles or more) hauling of solid waste from transfer stations to regional landfills on behalf of solid waste collection customers. The company also operates transfer stations and owns landfill based assets which efficiently deposit waste in to the landfills. The company is majority owned by entities affiliated with Kinderhook Industries, a private equity firm. STEVIA FIRST: Weinberg & Company Raises Going Concern Doubt ----------------------------------------------------------- Stevia First Corp. reported a net loss of $4.15 million on $nil of revenues for the fiscal year ended March 31, 2014, compared with a net loss of $2.74 million on $nil of revenues in 2013. Weinberg & Company, P.A., expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has a stockholders' deficiency at March 31, 2014 and has experienced recurring operating losses and negative operating cash flows since inception. The Company's balance sheet at March 31, 2014, showed $1.42 million in total assets, $1.53 million in total liabilities and a stockholders' deficit of $110,376. A copy of the Form 10-K filed with the U.S. Securities and Exchange Commission is available for free at: http://is.gd/GdkPHZ Stevia First Corp. is an agricultural biotechnology company, which engages in the cultivation and harvest of stevia leaf and the development of stevia products. The company intends to establish a vertically-integrated enterprise that controls the process of stevia production from plant breeding through propagation, planting, cultivation, and harvesting, and which develops, markets, and sells stevia products. Stevia First was founded by Avtar S. Dhillon on June 29, 2007 and is headquartered in Yuba City, CA. TACTICAL INTERMEDIATE: Gets Time to Find Boot Biz Buyer ------------------------------------------------------- Law360 reported that Tactical Intermediate Holdings Inc., which makes combat boots and flame-resistant apparel for the U.S. military, received approval from a Delaware bankruptcy judge Wednesday to embark on an expedited sale process to land a stalking horse bidder for its footwear division. According to the report, U.S. Bankruptcy Judge Kevin Gross agreed to schedule a July 21 bid procedures hearing for the footwear business, blessing the company's request to shorten the standard notice period. Moving ahead on a "very quick time line" is crucial because it provides the opportunity to sell the division as a going concern, an option that is diminishing and will eventually evaporate, debtors' counsel Domenic E. Pacitti told the court, the report related. About Tactical Intermediate Tactical Intermediate Holdings, Inc., and its affiliates' operations are comprised of two major lines of business -- a footwear line, and a fabric and clothing line, including flame resistant material ("Massif"). Footwear is comprised of the Altama group ("Altama") and the Wellco Group ("Wellco"). Wellco was founded in 1941 and manufactures and sells combat boots, primarily for the United States Military as well as commercial uniform and work boots for a variety of customers. Altama was founded in 1969 and manufactures and sells boots for the United States and international militaries as well as for federal, state and local agencies, military schools, police, uniform shops and Army/Navy retailers. Headquartered in Ashland, Oregon, Massif was founded in 1999 by a group of veteran search and rescue team members and alpine climbers who believed that the options for sanctioned fire resistant protective gear at the time were too limited. Massif is a world leader in supplying flame resistant and high performance outdoor apparel to the military, law enforcement, search and rescue professionals, and the wildland firefighting community. Tactical Intermediate Holdings, Inc., and its affiliates sought Chapter 11 protection in Delaware on July 8, 2014, with plans to quickly sell their assets. Judge Kevin Gross is assigned to the Chapter 11 cases. The Debtors have requested joint administration of the cases under Case No. 14-11659. The Debtors have tapped Klehr Harrison Harvey Branzburg LLP as counsel, FTI Consulting, Inc., as financial advisor, Houlihan Lokey Capital, Inc., as investment banker, and PrimeClerk as claims and noticing agent. Massif Apparel Enterprises LLC, the entity formed by Sun Capital Partners Group V LLC, to serve as stalking horse bid for Massif's assets, is represented by Corey Fox, Esq., Brad Weiland, Esq., and Gregory F. Fesce, Esq., at Kirkland & Ellis LLP. TECHPRECISION CORP: Incurs $7.1 Million Net Loss in Fiscal 2014 --------------------------------------------------------------- TechPrecision Corporation filed with the U.S. Securities and Exchange Commission its annual report disclosing a net loss of $7.09 million on $21.06 million of net sales for the year ended March 31, 2014, as compared with a net loss of $2.41 million on $32.47 million of net sales for the year ended March 31, 2013. For the three months ended March 31, 2014, the Company reported a net loss of $4.09 million on $3.60 million of net sales as compared with a net loss of $1.11 million on $9.95 million of net sales for the same period last year. The Company's balance sheet at March 31, 2014, showed $16.97 million in total assets, $13.44 million in total liabilities and $3.53 million in total stockholders' equity. At March 31, 2014, TechPrecision had negative working capital of $2 million as compared with working capital of $3.1 million at March 31, 2013. As of March 31, 2014, the Company had $1.1 million in cash and cash equivalents compared to $3.1 million at March 31, 2013. "We continue to navigate a challenging period for TechPrecision, but are taking steps to prepare the company for better days ahead," commented Len Anthony, TechPrecision's executive chairman. "A leadership change at Ranor infuses a proven executive with a strong track record of scaling large organization best practices inside smaller entrepreneurial entities as evident from his recent experience working with private equity backed organizations. We look forward to Alexander Shen working with the Ranor team to enable efficient utilization of Ranor's assets, increased production throughput and the creation of durable customer relationships. In addition, we took steps to resolve the company's financing situation, with an interim package which eliminates the coverage ratio covenants without materially changing our cash flow. This sets the stage for a long-term financing for the company." KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-K is available for free at: http://goo.gl/QdjbSl About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. TEM ENTERPRISES: Section 341(a) Meeting Continued to July 24 ------------------------------------------------------------ The U.S. Trustee for Region 17 continued the meeting of creditors of TEM Enterprises on July 24, 2014, at 12:00 p.m., in Foley Federal Building Room 1500, 300, Las Vegas Blvd. South in Las Vegas, Nevada. The meeting was originally set on July 10, 2014. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Tem Enterprises dba Xtra Airways filed a Chapter 11 bankruptcy petition (Bankr. D. Nev. Case No. 14-13955) on June 4, 2014. Judge August B. Landis oversees the case. The Debtor estimated assets and debts of at least $10 million. Lisa Dunn signed the petition as president. McDonald Carano Wilson LLP serves as the Debtor's counsel. THINSPACE TECHNOLOGY: Incurs $25.92-Mil. Net Loss in First Quarter ------------------------------------------------------------------ Thinspace Technology Inc. filed its quarterly report on Form 10-Q, disclosing a net loss of $25.92 million on $784,608 of revenues for the three months ended March 31, 2014, compared with a net loss of $185,289 on $304,809 of revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $2.02 million in total assets, $39.73 million in total liabilities, and a stockholders' deficit of $37.71 million. As of March 31, 2014, the Company has negative working capital of $38.04 million. As a result, there is substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/2GSQBD Thinspace Technology, Inc., a cloud computing company, develops and sells network software. It offers Propalms TSE, a simple management solution for Microsoft remote desktop users; Propalms VPN that allows secure remote access to applications and data from outside of the corporate network; Propalms VDI, which allows customers to run virtual desktops on the Internet; Pano Logic G2, a Zero Client that replaces traditional desktops and allows secure access to hosted virtual desktops; and Thin Space, a hardware Zero Client solution for the enterprise and corporate market. The company sells its products directly to independent software vendors; application service providers; and end users in public and private sectors through a network of distributors and resellers worldwide. Thinspace Technology, Inc. was founded in 2001 and is headquartered in Port Orange, Florida. Thinspace Technology, Inc operates as a subsidiary of ProTek Capital, Inc. TRANSCOASTAL CORP: Has $106K Net Loss in First Quarter ------------------------------------------------------ TransCoastal Corporation filed its quarterly report on Form 10-Q, disclosing a net loss of $106,000 on $1.03 million of total revenues for the three months ended March 31, 2014, compared with a net loss of $367,000 on $852,000 of total revenues for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $25.5 million in total assets, $21.58 million in total liabilities, and stockholders' equity of $3.92 million. As of March 31, 2014 and Dec. 31, 2013, the Company had a working capital deficit of $1.15 million and $1.35 million, respectively, and an accumulated deficit of approximately $42.68 million and $42.57 million, respectively. The working capital deficit at March 31, 2014 and Dec. 31, 2013 is primarily the result of increased aged accounts payable and accrued liabilities due to a reduction in available cash to pay third party vendors. These conditions raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available for free at: http://is.gd/RJDgB2 Dallas-based TransCoastal Corporation is focused in the development of oil and gas reserves in the state of Texas. The Company plans to develop its multi-year inventory in the Brown Dolomite oil and gas properties near Pampa, Texas and expand into other areas, including the Permian Basin and Wolfcamp oil shale play. TRANSCOASTAL CORP: Rothstein Kass Raises Going Concern Doubt ------------------------------------------------------------ Rothstein Kass expressed substantial doubt about TransCoastal Corporation's ability to continue as a going concern, following the Company's results for the fiscal year ended Dec. 31, 2013. The independent auditors noted that the Company has an accumulated deficit, working capital deficit and net loss from operations. The Company reported a net loss of $4.05 million on $3.62 million of total revenues for the year ended Dec. 31, 2013, compared with net income of $1.04 million on $6.51 million of total revenues for year ended Dec. 31, 2012. The Company's balance sheet at Dec. 31, 2013, showed $25.83 million in total assets, $22.79 million in total liabilities, and stockholders' equity of $3.04 million. A copy of the Form 10-K is available at: http://is.gd/0XcsbM TransCoastal Corporation is an oil and gas exploration and production company focused primarily in the development of oil and gas reserves in the state of Texas. As of Dec. 31, 2013, it had total assets of $26,201,000 against total current liabilities of $2,239,000 and total long-term liabilities of $20,547,000. TRISTAR WELLNESS: Posts $3.57-Mil. Net Loss in March 31 Quarter --------------------------------------------------------------- TriStar Wellness Solutions, Inc., filed its quarterly report on Form 10-Q disclosing a net loss of $3.57 million on $1.3 million of sales revenue for the three months ended March 31, 2014, compared with a net loss of $2.17 million on $7,000 of sales revenue for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $5.27 million in total assets, $12.1 million in total liabilities, and stockholders' deficit of $6.83 million. The Company has suffered recurring operating losses from operations raising substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/fCf3UT TriStar Wellness Solutions, Inc., offers products and technologies in the areas of wound care, women's health and therapeutic skin care. The Company is based in Westport, Connecticut. TWEETER HOME: Files First Amended Liquidation Plan -------------------------------------------------- TWTR, Inc., f/k/a Tweeter Home Entertainment Group, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a first amended joint plan of liquidation and disclosure statement, under which general unsecured creditors are poised to recover an estimated 0.28& to 0.76%. To recall, the Debtors sold substantially all of their assets to Tweeter Newco LLC. The sale closed in July 2007. The Plan provides for the orderly liquidation of the Debtors. A full-text copy of the Disclosure Statement dated July 16, 2014, is available at: http://bankrupt.com/misc/TWEETERDS0716.pdf About Tweeter Home Based in Canton, Mass., Tweeter Home Entertainment Group Inc. -- http://www.tweeter.com/-- sold mid-to high-end audio and video consumer electronics products. Tweeter and seven of its affiliates filed for chapter 11 Protection on June 11, 2007 (Bankr. D. Del. Case Nos. 07-10787 through 07-10796). Gregg M. Galardi, Esq., Mark L. Desgrosseilliers, Esq., and Sarah E. Pierce, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, represented the Debtors. Kurtzman Carson Consultants LLC acted as the Debtors' claims and noticing agent. Bruce Grohsgal, Esq., William P. Weintraub, Esq., and Rachel Lowy Werkheiser, Esq., at Pachulski Stang Ziehl & Jones LLP; and Scott L. Hazan, Esq., Lorenzo Marinuzzi, Esq., and Todd M. Goren, Esq., at Otterbourg, Steindler, Houston & Rosen, P.C., represented the Official Committee of Unsecured Creditors. As of Dec. 21, 2006, Tweeter had total assets of $258,573,353 and total debts of $190,417,285. Tweeter Home Entertainment Group filed with the U.S. Bankruptcy Court a Chapter 11 Plan of Liquidation and related Disclosure Statement in October of 2012. UNITED GILSONITE: Legal Representative Hires Claims Consultant -------------------------------------------------------------- James L. Patton, Jr., the legal representative for future claimants of United Gilsonite Laboratories, asks for authorization from the U.S. Bankruptcy Court for the Middle District of Pennsylvania to employ Dr. Timothy Wyant as claims evaluation consultant, nunc pro tunc to Jun. 13, 2014. The Legal Representative anticipates that Dr. Wyant will render consulting services to the Legal Representative. Specifically, those services will include providing due diligence, analysis, and advice with respect to the asbestos personal injury claims underlying the payment percentage to be established by the Trust and any modifications thereto. Dr. Wyant's standard hourly rate is $450. Dr. Wyant will also be reimbursed for reasonable out-of-pocket expenses incurred. Dr. Wyant assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. About United Gilsonite Scranton, Pennsylvania-based United Gilsonite Laboratories is a small family-owned corporation engaged in the manufacturing of wood and masonry finishing products and paint sundries. United Gilsonite filed for Chapter 11 bankruptcy protection (Bankr. M.D. Pa. Case No. 11-02032) on March 23, 2011, to address asbestos- related claims. UGL is best known for Drylok, a leak-prevention and waterproofing compound, and Zar wood finish. Judge Robert N. Opel, II, oversees the case. Mark B. Conlan, Esq., at Gibbons P.C., serves as the Debtor's bankruptcy counsel. Joseph M. Alu & Associates P.C. serves as accountants. K&L Gates LLP serves as special insurance counsel. Garden City Group is the claims and notice agent. The Company disclosed $21,084,962 in assets and $3,008,688 in liabilities as of the Chapter 11 filing. Roberta A. DeAngelis, United States Trustee for Region 2, appointed five creditors to serve on an Official Committee of Unsecured Creditors. Montgomery, McCracken, Walker & Rhoads, LLP, represents the Committee. The Committee retained Legal Analysis Systems, Inc., as its consultant on the valuation of asbestos liabilities. James L. Patton, Jr., has been appointed as legal representative for future holders of personal injury or wrongful death claims based on alleged exposure to asbestos and asbestos-containing products. He retained Young Conaway Stargatt & Taylor LLP as his attorneys. Charter Oak Financial Consultants LLC serves as financial advisor to the Unsecured Creditors Committee and the Future Claimants Representative. VAUGHAN COMPANY: Discovery Deadlines Moved in Suit v. Levann ------------------------------------------------------------ Magistrate Judge Stephan M. Vidmar gave his stamp of approval on a Stipulated Order, which set various discovery deadlines, including, inter alia, a July 31, 2014 termination date for discovery, a August 14, 2014 deadline for discovery motions, and an August 21, 2014 deadline for pretrial motions in the case commenced by Judith A. Wagner, Chapter 11 Trustee of the bankruptcy estate of The Vaughan Company, Realtors. The Chapter 11 Trustee and certain defendants in the lawsuit, excluding Sharareh Shahin and New Mexico Accounting Specialists, Inc., in Case No. 12-CV-00391, who are in default, agree that more time is necessary to conduct discovery. The Chapter 11 Trustee has agreed that the defendants, excluding Sharareh Shahin and New Mexico Accounting Specialists, Inc., in Case No. 12-CV-00391, who are in default, may have additional time to respond to the Motion for Summary Judgment to facilitate ongoing discovery. The parties agree that: A. The termination date for discovery set is extended through and until August 29, 2014. B. The deadline for motions relating to discovery is extended through and until September 19, 2014. C. The deadline for pretrial motions is extended through and until October 10, 2014. D. The deadline for Plaintiff to provide a draft pretrial order to the Defendants is extended through and until November 12, 2014. E. The deadline for the Defendants to provide the completed pretrial order to the Court is extended through and until November 26, 2014. The defendants, except Sharareh Shahin and New Mexico Accounting Specialists, Inc., in Case No. 12-CV-00391, who are in default, may have through and until September 4, 2014, to respond to the Plaintiff's Motion for Partial Summary Judgment Against All Defendants on All But One Element of Trustee's Prima Facie Case on Actual and Constructive Fraudulent Transfers. The case is, JUDITH A. WAGNER, Chapter 11 Trustee of the bankruptcy estate of The Vaughan Company, Realtors, Plaintiff, v. JONATHAN LEVANN, MICHAEL MENKE, JAMES RICHARDS, individually and as Trustee of the James Richards Revocable Trust, DANIEL FENTON, and NANCY FENTON, MOSTAFA JAFARI, MARTEZA JAFARI a/k/a MORTEZA JAFARI a/k/a MORI JAFARI, MARYAM JAFARI, MELIKA JAFARI, MOHAMMAD REZA JAFARI, ZAHRA JAFARI, VAHID DERISS, MOJTABA JAFARI, and FARZANEH JAFARI, ABBAS ANSARI and PEYMANEH POUR, husband and wife, MARIE YEH, individually and as personal representative of the estate of Chon-Chiun Yeh, JENNY YEH NELSON, JULIE C. LOUIE, DAVID L. LOUIE, JOHN DOE, as trustee of the YEH FAMILY REVOCABLE TRUST uta dated October 2, 2001, JIMMY CHIH MING YEH a/k/a JIMMY C. YEH, RACHEL HANYEH, and MARIE YEH as personal representative of the estate of Chon-Chiun Yeh d/b/a Chinese Acupuncture Clinic, SAID BANDI a/k/a SAID ALAGHE BANDI, individually, SAID BANDI d/b/a Bandi Engineering, BANDI ENGINEERING COMPANY, INC., ADF FINANCIAL, INC., SHAHLA BANDI a/k/a SHAHLA ZOLFAGHARI, MARYAM ALAGHE-BANDI, HAMID ALAGHE BANDI, HOSSEIN ALAGHE BANDI, ABDUL DABIRI, SHARAREH SHAHIN, And NEW MEXICO ACCOUNTING SPECIALISTS, INC., STEVEN S. ETKIND and SHERRY ETKIND, husband and wife; STEVEN S. ETKIND, as trustee of STEVEN AND SHERRY ETKIND REVOCABLE LIVING TRUST; and TALIA ETKIND, JILL PLAMAN, as personal representative of the estate of Carla Kosinski, Defendants, Case Nos. 12-CV-00187-WJ- SMV, 12-CV-00203-WJ-SMV, 12-CV-00207-WJ-SMV, 12-CV-00241-WJ-SMV, 12-CV-00300-WJ-SMV, 12-CV-00301-WJ-SMV, 12-CV-00303-WJ-SMV, 12-CV- 00391-WJ-SMV, 12-CV-00754-WJ-SMV, 12-CV-00496-WJ-SMV (D. N.M.). A copy of the Stipulated Order dated July 14, is available at http://is.gd/ZnZmfSfrom Leagle.com. About The Vaughan Company Realtors The Vaughan Company Realtors filed for Chapter 11 protection on Feb. 22, 2010 (Bankr. N.M. Case No. 10-10759). George D. Giddens, Jr., Esq., represents the Debtor in its restructuring efforts. The Company estimated both assets and debts of between $1 million and $10 million. Judith A. Wagner was appointed as Chapter 11 Trustee. Mr. Vaughan filed a separate Chapter 11 petition (Bankr. D. N.M. Case No. 10-10763) on Feb. 22, 2010. The case was converted to a chapter 7 proceeding on May 20, 2010. Yvette Gonzales is the duly appointed trustee of the Chapter 7 estate. VIGGLE INC: Launches Entertainment Rewards APP on Windows 8 ----------------------------------------------------------- Viggle Inc. announced a strategic alliance with Microsoft Corp. that will extend the availability of the free Viggle app on Windows Phone 8 and Windows 8. Viggle now runs on all major mobile platforms including iOS, Android and Windows. Viggle will also use Microsoft Azure for cloud infrastructure to support the services across platform a strategic alliance with Microsoft Corp. that will extend the availability of the free Viggle app on Windows Phone 8 and Windows 8. Viggle now runs on all major mobile platforms including iOS, Android and Windows. Viggle will also use Microsoft Azure for cloud infrastructure to support the services across platforms and devices. The new Viggle app, which offers rewards for watching TV and listening to music, is free and available for download in the Windows and Windows Phone Stores. The apps will provide the same functionality as the award-winning Viggle application already available on iOS and Android. With its value to consumers and position as a leading disrupter in the television industry, Microsoft is committed to supporting Viggle and this compelling new app. "We are constantly evaluating how to improve and expand the Viggle experience for users and our alliance with Microsoft enables us to do that on multiple levels," said Greg Consiglio, President & COO of Viggle Inc. "We are making the experience available to some users for the first time with the Viggle app for Windows and will be working with Microsoft to utilize their cloud services platform Microsoft Azure. We expect to continue to expand our relationship over time." "Windows is backed by an incredible, ever-growing app ecosystem, and we're excited to see Viggle bring its award-winning app to our marketplace," said Steve Guggenheimer, corporate vice president, Developer Experience, Microsoft. "Viggle pushes the boundaries of how people use mobile devices and apps and helps people better connect with the entertainment they already love." The Viggle app for Windows provides users with an easy-to-use second screen to engage in entertainment all day long and receive rewards for it. Users will be able to check into TV, match music, read entertaining content, and engage with ads for points they can redeem for a wide variety of rewards, including digital media at Viggle Store. The app works by recognizing and identifying the show or music that is playing from any source and serving up the song or show name. The technology allows users to simply tap the "check in" button on the app and match a few seconds of audio to its unique audio fingerprint. About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle incurred a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013, as compared with a net loss of $96.51 million on $1.73 million of revenues during the prior year. The Company's balance sheet at March 31, 2014, showed $68.09 million in total assets, $62.79 million in total liabilities, $37.54 million in series A convertible redeemable preferred stock, and a $32.23 million total stockholders' deficit. BDO USA, LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and at June 30, 2013, has deficiencies in working capital and equity that raise substantial doubt about its ability to continue as a going concern. VO ENTERPRISES: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Vo Enterprises, LLC 492 Kelker Street Oberlin, PA 17113 Case No.: 14-03300 Chapter 11 Petition Date: July 16, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Mary D France Debtor's Counsel: Robert E. Chernicoff, Esq. CUNNINGHAM AND CHERNICOFF, P.C. 2320 North Second Street Harrisburg, PA 17110 Tel: 717 238-6570 Fax: 717 238-4809 Email: rec@cclawpc.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Angie Vo, member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. WEDCO MANUFACTURING: Not Liable to Mizell's Vacation Pay Claim -------------------------------------------------------------- Bankruptcy Judge Peter J. McNiff in Wyoming sustained the objection of Wedco Manufacturing Inc. to Claim No. 9-1 filed by Fredrick Mizell. Mr. Mizell filed a priority claim in the Debtor's case for unpaid vacation pay in the amount of $2,146.80. Marjorie Mathiesen, the Debtor's president, testified that the Debtor is an asset holding company, and that Wedco Fabrication, Inc. was the operating company involved in the building and construction industry. The Debtor and Fabrication, she said, maintained separate employee identification numbers and separate bank accounts. The Debtor last had employees in 2001. All employees were employed by Fabrication. Mr. Mizell argues that as the Debtor was the holding company for Fabrication, it is responsible for Fabrication's debts and specifically for his claim. Judge McNiff, however, held that Mr. Mizell did not carry his burden proving that the Debtor, as a separate legal entity, was responsible for Fabrication's debts. No evidence was presented to give the court cause to consider "piercing the corporate veil" of the Debtor. Mr. Mizell did not prove the validity of his claim against the Debtor. A copy of Judge McNiff's July 15, 2014 Opinion is available at http://is.gd/bXrS2qfrom Leagle.com. About Wedco Manufacturing Jackson, Wyoming-based Wedco Manufacturing Inc. filed a Chapter 11 petition (Bankr. D. Wyo. Case No. 12-21003) on October 3, 2012. Judge Peter J. McNiff presides over the case. Stephen R. Winship, Esq., at Winship & Winship, PC, serves as the Debtor's counsel. It scheduled assets of $4,908,812 and liabilities of $2,411,878. The petition was signed by Marjorie Mathiesen, president. WESTERN ASBESTOS: Objections to Ch. 11 Trustees' Report Overruled ----------------------------------------------------------------- On June 27, 2014, the United States Bankruptcy Court for the Northern District of California held a hearing regarding a motion to approve and settle Tenth Annual Report and Accounting, Audited Financial Statements, and Claim Report filed by the trustees in the Chapter 11 case of Western Asbestos Company. Michael J. Mandelbrot, claiming to represent various beneficiaries of the Western Asbestos Settlement Trust, and Michael McDermott, a beneficiary of the Western Trust, opposed the Motion. In a memorandum dated July 14, 2014, U.S. Bankruptcy Judge Thomas E. Carlson overruled both objections. In overruling the Mandelbrot Objection, Judge Carlson pointed out that Mr. Mandelbrot lacked standing because he is legally a stranger to the current proceeding with no standing to challenge the report and the record shows that he has been ordered to cease all representation of beneficiaries of that trust. In overruling the McDermott Objection, Judge Carlson noted that McDemott attempted to adopt the Mandelbrot Objection as his own after the court ruled that Mandelbrot lacked standing but acknowledged at the hearing that he has no knowledge of the facts asserted in the Mandelbrot Objection. Judge Carlson said it is not appropriate for McDermott to assert the Mandelbrot Objections without himself attesting that they have a basis in fact. The case is In re WESTERN ASBESTOS COMPANY, CASE NO. 13-31914 TEC (Bankr. N.D. Calif.). A full-text copy of Judge Carlson's Decision is available at http://is.gd/MMeENVfrom Leagle.com. WHEATLAND MARKETPLACE: Wants Until Sept. 30 to File Ch. 11 Plan --------------------------------------------------------------- Wheatland Marketplace LLC asks the U.S. Bankruptcy Court for the Northern District of Illinois to further extend its exclusive period to file a Chapter 11 plan and disclosure statement until Sept. 30, 2014, and solicit acceptances of that plan until Nov. 30, 2014. The Debtor assures the Court that the extension of time will not prejudice the legitimate interest of any parties-in-interest in this Chapter 11 case. Rather, the extension will further its efforts to preserve, maximize and create value for the Debtor's creditors and increase the likelihood of a plan, the Debtor notes. About Wheatland Marketplace, LLC Wheatland Marketplace, LLC, owner of a commercial retail center in Naperville, Illinois, filed a Chapter 11 bankruptcy petition (Bankr. N.D. Ill. Case No. 13-46492) in Chicago on Dec. 3, 2013. The Debtor has tapped Thomas W. Toolis, Esq., at Jahnke, Sullivan & Toolis, LLC, in Frankfurt, Illinois, as counsel. Coleen J. Lehman Trust and Lucy Koroluk each holds a 50% membership interest in the Debtor. The Debtor reported $10,999,006 in total assets, and $7,052,778 in total liabilities. No committee of unsecured creditors has been appointed to serve in the case. WHITING PETROLEUM: S&P Puts 'BB+' Unsec. Debt Rating on Watch Neg ----------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Denver, Colo.-based Whiting Petroleum to positive from stable, following the announcement of its proposed acquisition of Kodiak Oil & Gas Corp. and S&P's improved assessment of its business risk profile. At the same time, S&P placed its 'BB+' issue-level ratings on the company's unsecured debt on CreditWatch with negative implications to reflect the potential for a revision in the recovery rating to '5', indicating its expectation of modest (10% to 30%) recovery in the event of a payment default, from '4' currently. This is based on the expected increase in the senior secured credit facility size and the possibility that Kodiak's senior unsecured notes could have pari passu claims with Whiting's senior unsecured notes in a default scenario. S&P's 'BB-' issue-level rating and '6' recovery rating on the company's subordinated notes remain unchanged. At the same time, S&P placed its ratings on Kodiak Oil & Gas Corp, including its 'B+' corporate credit rating and 'B' issue-level ratings on its unsecured debt, on CreditWatch with positive implications, reflecting its proposed acquisition by a higher- rated entity. S&P expects to resolve the CreditWatch placements around the time of the closing of the acquisition, which it anticipates in early October. "The positive outlook reflects our expectation that Whiting will continue to expand its reserves and production while working to bring capital spending more in line with cash flows," said Standard & Poor's credit analyst Carin Dehne-Kiley. Whiting has agreed to acquire Kodiak Oil & Gas Corp. in an all- stock transaction valued at $6 billion, including $2.2 billion in assumed debt. In S&P's view, the transaction improves Whiting's business risk profile while only slightly increasing leverage. Kodiak is a 100% oil-focused producer, with operations exclusively in the Williston Basin of North Dakota. S&P could revise the outlook to stable if the company's credit measures weakened due to lower-than-anticipated oil price realizations or a production shortfall, or if the company pursued a more aggressive financial policy, including outspending cash flows by more than S&P's expectations. WINDSOR PETROLEUM: Moody's Cuts 7.84% Notes to Ca on Ch11 Filing ---------------------------------------------------------------- Moody's Investors Service downgraded Windsor Petroleum Transport Corporation's (WINPET) 7.84% Term Secured Notes rating to Ca from Caa2 in response to the company's announcement that it had filed a voluntary petition for reorganization under Chapter 11 of the US Bankruptcy Code. The rating outlook remains negative. Ratings Rationale The downgrade of WINPET's Term Notes rating to Ca reflects Moody's expectation that the recovery rate on the Term Notes will range between 35%-65% based on a market assessment of its assets. WINPET and several of its subsidiaries and related entities filed for reorganization under Chapter 11 of the US Bankruptcy Code in the United States Bankruptcy Court on July 15, 2014. In connection with the filing WINPET has entered into a restructuring support agreement with bondholders who hold over 70% of the Company's 7.84% Term Secured Notes in a principal amount of $188.6 million. The supporting holders of the Term Notes have agreed to support a plan of reorganization that would convert the Term Notes into 100% of the equity in the reorganized company. Frontline Ltd (FRO, not rated), one of the world's largest crude oil and product shipping companies, will enter into a revised management agreement with the reorganized company and will continue to provide commercial management for WINPET's four VLCC crude oil tankers. WINPET's ratings were assigned by evaluating factors that Moody's considers relevant to the credit profile of the issuer, such as the company's (i) business risk and competitive position compared with others within the industry; (ii) capital structure and financial risk; (iii) projected performance over the near to intermediate term; and (iv) management's track record and tolerance for risk. Moody's compared these attributes against other issuers both within and outside WINPET's core industry and believes WINPET's ratings are comparable to those of other issuers with similar credit risk. Windsor Petroleum Transport Corporation is a special purpose Delaware corporation established in 1997 to act as agent for the issuance of debt to finance the construction and ownership of four VLCC tankers by four individual ship-owning companies. WINPET was most recently owned by Independent Tankers Corporation Limited, headquartered in Hamilton, Bermuda. WINDSOR PETROLEUM: S&P Lowers Rating on $239.1MM Notes to 'D' ------------------------------------------------------------- Standard & Poor's Ratings Services lowered its rating on Delaware- incorporated Windsor Petroleum Transport Corp.'s $239.1 million secured term notes due Jan. 15, 2021, to 'D' from 'CCC-'. The recovery rating is affirmed at '4', indicating S&P's expectation of average (30% to 50%) recovery of principal if a payment default occurs. The company currently has about $189 million of debt outstanding. "The company's Pioneer tanker exhausted its restricted cash reserve as of Dec. 31, 2011, and had been drawing on the reserves of the company's other vessels; it recently exhausted those funds, and was not able to make its required July 2014 principal payment of $14 million," said Standard & Poor's credit analyst Michael Ferguson. The project's default stems from an ongoing depressed spot-charter market. While there have been seasonal fluctuations in the market, in general, the rates have gone well below the breakeven rates required to avoid default. S&P expects that tanker rates will remain weak through much of the next two years. WIRELESS RONIN: Posts $1.08-Mil. Net Loss in March 31 Quarter ------------------------------------------------------------- Wireless Ronin Technologies, Inc., filed its quarterly report on Form 10-Q, disclosing a net loss of $1.08 million on $1.26 million of total sales for the three months ended March 31, 2014, compared with a net loss of $1.41 million on $1.41 million of total sales for the same period in 2013. The Company's balance sheet at March 31, 2014, showed $2.13 million in total assets, $2.16 million in total liabilities, and stockholders' deficit of $29,000. The Company incurred net losses and negative cash flows from operating activities for the years ended December 31, 2013, 2012 and 2011 and the three months ended March 31, 2014 and 2013. At March 31, 2014, the Company had cash, cash equivalents and restricted cash of $725,000 and working capital of $389,000. The cash used in operating activities for the three months ended March 31, 2014 was $782,000. At March 31, 2014, the Company had no outstanding balance and no borrowing capability on its line of credit with Silicon Valley Bank. Due to losses suffered from operations for the year ended December 31, 2013, the Company's independent registered public accounting firm expressed substantial doubt about its ability to continue as a going concern. A copy of the Form 10-Q is available at: http://is.gd/IxDuOW Minnetonka, Minn.-based Wireless Ronin Technologies, Inc. (OTC QB: RNIN), provides marketing technology solutions, which include digital signage, interactive kiosks, mobile messaging, social networking and web development solutions, to customers who use the Company's products and services in certain retail and service markets. WORLDWIDE MIXED: Hearing on Case Dismissal Continued Until Aug. 20 ------------------------------------------------------------------ The Bankruptcy Court continued until Aug. 20, 2014, at 11:30 a.m., the hearing to consider the motion to dismiss the involuntary Chapter 11 case of Worldwide Mixed Martial Arts Sports Inc. The Court held a hearing on July 9, to consider the matter requested by the petitioning creditors -- Mackenzie Mergers and Acquisitions, Consultants for Business and Industry, and Luigi Agostini. On July 9, Robert J. Rudy III, Esq., at Pawar Gilgallon & Rudy, LLC, counsel for the petitioners, objected to the proposed order to the extent that it suggested that the office submitted any unauthorized or improper filings on behalf of petitioning creditors. Mr. Rudy further objected to the cease and desist portion of the order which suggest that the office submitted any improper filing and therefore should cease doing so. As reported in the Troubled Company Reporter on June 24, 2014, the Petitioning creditors filed a motion for voluntary dismissal of the involuntary Chapter 11 case, well as advised the Court and parties that they are equity holders of the Debtor. The Chapter 11 trustee, Alfred T. Giuliano, does not object to the Petitioning Creditors' request to dismiss the Debtor's involuntary Chapter 11 case. A number of other creditors led by William A. McFarland, CEO of Novuss Media, Inc., are opposing the dismissal. In addition, Theresa Puccio, largest creditors of the Debtor, is also objecting, noting that the Debtor failed to honor their employment agreement. About Worldwide Mixed Martial Arts Lawrence C. May, Edward M. Daspin, and Luigi Agostini filed an involuntary Chapter 11 case against Boonton, New Jersey-based Worldwide Mixed Martial Arts Sports, Inc., aka Worldwide Mixed Martial Arts Sports, Inc. and its subsidiary Worldwide MMA, USA, Inc. and its parent WMMA Holdings, Inc. (Bankr. D. N.J. Case No. 13-35006) on Nov. 14, 2013. The Hon. Rosemary Gambardella presides over the case. The Court later appointed a Chapter 11 Trustee. The Chapter 11 Trustee, Alfred T. Giuliano, is represented by Michael G. Menkowitz, Esq. and Magdalena Schardt, Esq. of Fox Rothschild LLP of Philadelphia, PA. XZERES CORP: Incurs $3 Million Net Loss in May 31 Quarter --------------------------------------------------------- Xzeres Corp. filed with the U.S. Securities and Exchange Commission its quarterly report disclosing a net loss attributable to common stockholders of $3.05 million on $501,948 of gross revenues for the three months ended May 31, 2014, as compared with a net loss attributable to common stockholders of $1.61 million on $131,387 of gross revenues for the same period in 2013. XZERES reported a net loss of $9.49 million for the year ended Feb. 28, 2014, as compared with a net loss of $7.59 million for the year ended Feb. 28, 2013. The Company's balance sheet at May 31, 2014, showed $6.80 million in total assets, $14.43 million in total liabilities and a $7.63 million total stockholders' deficit. Silberstein Ungar, PLLC, in Bingham Farms, Michigan, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred losses from operations, has negative working capital, and is in need of additional capital to grow its operations so that it can become profitable. These factors raise substantial doubt about the Company's ability to continue as a going concern. A full-text copy of the Form 10-Q is available for free at: http://goo.gl/n50LZi About XZERES Corp. Headquartered in Wilsonville, Oregon, XZERES Corp. designs, develops, and markets distributed generation, wind power systems for the small wind (2.5kW-100kW) market as well as power management solutions. YELLOWSTONE MOUNTAIN: Founder Must Pay $187.5M Loan Balance ----------------------------------------------------------- Law360 reported that a California federal judge ordered the founder of the bankrupt Yellowstone Mountain Club LLC to pay the $187.5 million balance plus interest on two loans from a company he controlled, ruling his release of liability for the loan notes was fraudulent. According to the report, Timothy Blixseth signed promissory notes for two loans totaling about $199 million from BLX Group Inc. in 2006, after the club received $375 million in loans from units of Credit Suisse Group AG and distributed $200 million of that amount to BLX, the order said. In a divorce agreement with his ex-wife, Blixseth released himself from liability for the loans by transferring ownership to her of the club and BLX, giving her the responsibility to repay the notes, the report related, citing the order. But U.S. District Judge Gary Allen Feess ruled that Blixseth owed the balance plus any interest due on the loan notes to the bankruptcy trust for the resort, saying that a Montana bankruptcy court had already determined in an earlier case that the release was illegitimate because Blixseth controlled BLX, the report further related. Bill Rochelle, the bankruptcy columnist for Bloomberg News, said the recent ruling is Blixseth's fifth and largest defeat of the year. The June 18 decision by Judge Feess is based in part on a decision in April when a Montana district judge upheld a $41 million judgment, saying the record "amply demonstrated" Blixseth's "fraudulent manipulations of corporations he controlled to his personal benefit," Mr. Rochelle said. "Obviously we will be appealing," Philip Stillman, Blixseth's attorney in the Los Angeles case, said in a phone interview with Mr. Rochelle. He said that the "major flaw" in Judge Feess's opinion was the failure to recognize that couples need to have finality in the division of assets when they divorce, Mr. Rochelle related. The case is Kirschner v. Blixseth, 11-cv-08283, U.S. District Court, Central District of California (Los Angeles). About Yellowstone Mountain Located near Big Sky, Montana, Yellowstone Mountain Club LLC -- http://www.theyellowstoneclub.com/-- is a private golf and ski community with more than 350 members, including Bill Gates and Dan Quayle. The Company was founded in 1999. Yellowstone Club and its affiliates filed for Chapter 11 bankruptcy (Bankr. D. Montana, Case No. 08-61570) on Nov. 10, 2008. The Company's owner affiliate, Edra D. Blixseth, filed a separate Chapter 11 petition on March 27, 2009 (Case No. 09-60452). Attorneys at Bullivant Houser Bailey PC and Bekkedahl & Green PLLC represented Yellowstone. The Debtors hired FTI Consulting Inc. and Ronald Greenspan as CRO. The official committee of unsecured creditors were represented by Parsons, Behle and Latimer; and James H. Cossitt, Esq., as counsel. Credit Suisse, the prepetition first lien lender, was represented by Skadden, Arps, Slate, Meagher & Flom. In June 2009, the Bankruptcy Court entered an order confirming Yellowstone's Chapter 11 Plan. Pursuant to the Plan, CrossHarbor Capital Partners LLC acquired equity ownership in the reorganized Club for $115 million. Marc S. Kirschner, Esq., was appointed the Trustee of the Yellowstone Club Liquidating Trust created under the Plan. YMCA OF MILWAUKEE: US Trustee Forms Five-Member Creditor's Panel ---------------------------------------------------------------- Patrick S. Layng, the U.S. Trustee for Region 11, appointed five creditors to serve on the Official Committee of Unsecured Creditors for The Young Men's Christian Association of Milwaukee Inc. The members of the Committee are: a) Chris Dolney Acting Chairperson The Marek Group Inc. W228N821 Westmound Drive Waukesha, WI 53186 Tel: 261-549-8942 Fax: 262-549-6246 Email: chris.dolney@marekgroup.com b) Lawrence Horning Pieper Electric Inc. 5070 N. 35th St. Milwaukee, WI 53209 Tel: 414-831-2328 Email: Lawrence.horning@peiperpower.com c) Ellen Homb 2 Story Creative 641 W. National Avenue Milwaukee, WI 53204 Tel: 414-220-9663 Fax: 414-220-9657 Email: ellen@2-story.com d) Jennifer Coppersmith Jennifer Coppersmith Design LLC 1159 S. Windsor St. Salt Lake City, UT 84105 Tel: 801-783-7779 Email: jcoppersmith@gmail.com e) Robert Nelson L&A Crystal Services LLC 10903 N. Industrial Drive Mequon, WI 53092 Tel: (262) 512-9790 (262) 271-5823 (Cell) Fax: (262) 512-0393 Email: bobn@lacrystal.com About YMCA of Milwaukee The Young Men's Christian Association of Metropolitan Milwaukee, Inc., and affiliate, YMCA Youth Leadership Academy, Inc., filed voluntary Chapter 11 bankruptcy petitions (Bankr. E.D. Wis. Case Nos. 14-27174 and 14-27175) in Milwaukee, on June 4, 2014. YMCA Milwaukee, which has more than 100,000 members using its centers and camps, plans to sell a majority of its owned real estate to help pay down $29 million in debt. YMCA Milwaukee estimated $10 million to $50 million in both assets and liabilities. YMCA Academy estimated $100,000 to $500,000 in both assets and liabilities. The formal schedules of assets and liabilities are due June 18, 2014. The Debtors are seeking joint administration of their Chapter 11 cases for procedural purposes. The cases are assigned to Judge Susan V. Kelley. The Debtors have tapped Olivier H. Reiher, Esq., and Mark L. Metz, Esq., at Leverson & Metz, S.C., in Milwaukee, as counsel. ZHEJIANG TOPOINT: Chapter 15 Case Summary ----------------------------------------- Chapter 15 Petitioner: Jiangang Ou Debtor-affiliates subject to separate Chapter 15 Petitions: Debtor Case No. ------ -------- Zhejiang Topoint Photovoltaic Co., Ltd 14-24549 Industrial Zone No. 8, Huangwan Town New Jianshan District Haining City, China Zhejiang Jiutai New Energy Co., Ltd. 14-24555 Industrial Zone No. 8, Huangwan Town New Jianshan District Haining City, China Zhejiang Yutai Solar Materials Co., Ltd. 14-24557 Zhejiang Willsolar Photoelectric Materials 14-24559 Co. Ltd. Type of Business: Topoint is engaged principally in the development, manufacturing, and marketing of photovoltaic solar panels in China for sale and export to international markets, including the United States. Jiutai is engaged principally in the marketing of those solar panels. Chapter 15 Petition Date: July 16, 2014 Court: United States Bankruptcy Court District of New Jersey (Camden) Chapter 15 Petitioner's Counsel: Stephen M. Packman, Esq. ARCHER & GREINER, P.C. One Centennial Square Haddonfield, NJ 08033 Tel: (856) 795-2121 Email: spackman@archerlaw.com Estimated Estimated Assets Liabilities ---------- ----------- Zhejiang Topoint Photovoltaic $10MM-$50MM $1MM-$10MM Zhejiang Jiutai New Energy Co. $10MM-$50MM $1MM-$10MM * American Express Accused by U.S. of Stifling Competition ---------------------------------------------------------- Christie Smythe, writing for Bloomberg News, reported that American Express Co.'s rules barring merchants from encouraging customers to use credit cards with lower processing costs stifle competition, a U.S. lawyer argued at the start of the iconic company's antitrust trial. According to the report, businesses that accept AmEx are prohibited by the company from offering incentives to customers who use competing cards such as those issued by Visa Inc. and MasterCard Inc., which charge less to process payments. AmEx's all-or-nothing proposition is illegal, the government claims in a lawsuit joined by 17 states. The case is U.S. v. American Express Co. (AXP), 1:10-cv-04496, U.S. District Court, Eastern District of New York (Brooklyn). * BlackRock, Pimco Sue Banks for Mortgage-Bond Trustee Role ----------------------------------------------------------- Chris Dolmetsch, writing for Bloomberg News, reported that BlackRock Inc., the world's biggest money manager, and Pacific Investment Management Co. are among investors that sued banks including Citigroup Inc. and Deutsche Bank AG over their roles as mortgage-bond trustees, as investors continue to try to recover losses from the financial crisis. The banks knew the loans underlying trillions of dollars of residential mortgage-backed securities were misrepresented and failed to invoke their rights to force the sellers to buy them back or act against servicers, causing billions of dollars in losses, the report said, citing complaints filed on June 19 in New York State Supreme Court in Manhattan. The cases are Blackrock Allocation Target Shares: Series S Portfolio v. U.S. Bank National Association, 651864/2014; Blackrock Balanced Capital Portfolio (FI) v. Deutsche Bank National Trust Co., 651865/2014; BlackRock Allocation Target Shares: Series S Portfolio v. Bank of New York Mellon, 651866/2014; BlackRock Allocation Target Shares: Series S Portfolio v. Wells Fargo Bank N.A., 651867/2014; BlackRock Balanced Capital Portfolio (FI) v. Citibank N.A., 651868/2014; and BlackRock Core Active Libor Fund B v. HSBC Bank USA, 651869/2014, New York State Supreme Court, New York County (Manhattan). * Bruce Feinstein Evaluates Importance of Ch.11 for Small Business ------------------------------------------------------------------ Bankruptcy is a way for individuals to drastically reduce and pay off their debts. But it is also a form of financial relief for businesses. Bruce Feinstein, Esq. has practiced bankruptcy law and represented clients in Queens, NY for over 15 years, and he is honing in on small- and mid-sized businesses to offer help and financial relief. Many troubled businesses are looking to Chapter 11 plans to help them, such as the famous Crumbs Bake Shop, Inc., according to a July 11, 2014 article by the Wall Street Journal. Mr. Feinstein is sharing information about the Chapter 11 reorganization plan so that business owners can learn more about the process and the ways they can get the assistance they need. Chapter 11 is a form of reorganization primarily utilized by businesses. It is also commonly called corporate bankruptcy or reorganization bankruptcy. This plan helps corporations and individuals restructure their finances in a beneficial way. One benefit to Chapter 11 bankruptcy is that it does not have a debt limit like a Chapter 13 plan. So if a business is facing insurmountable debt, it may be able to file for protection under Chapter 11. Another benefit to Chapter 11 is that an automatic stay is set in place the moment the bankruptcy process begins. This means that the business is protected from creditors attempting to collect money, as well as litigation, for as long as the automatic stay is imposed. The automatic stay is a great form of protection for a businesses, since it allows the owner to focus on the bankruptcy process and not get bogged own with creditor calls and other legal action, says Mr. Feinstein. During the Chapter 11 process, the debtor can operate as a debtor in possession, which means that they act as a trustee of the business and remain in control of its everyday operations. The debtor can work towards making the business profitable again while undergoing financial reorganization and paying off the debt. Reorganization may include taking on loans from new lenders or canceling unfavorable contracts, and the entire process can take anywhere from a few months to several years depending on its complexity. One of the most important elements of the Chapter 11 filing is the reorganization plan. When a business first files for bankruptcy, it often operates as a debtor in possession until the plan is created and presented to the court. The plan then needs to be reviewed and approved before it can take effect. It is important to include the right information in a reorganization plan so that your bankruptcy case can move smoothly, says Mr. Feinstein. Properly identifying your debts and having concrete plans on how to repay them is essential, and it helps the court decide which debts are paid in full and which are partial repayments. A Chapter 11 reorganization plan should identify and explain each of the businesss debts, including how much and to whom it is owed. The plan also needs to determine which debts will be repaid in full, and which ones will be partially repaid. The business must explain how all of the debts will be paid ,which can include future profits and selling assets. Since the business is allowed to function during the Chapter 11 bankruptcy process, the plan explains how the business will operate while putting the reorganization plan into place. Once the plan is submitted to the court, the judge needs to approve it, along with all the creditors that will receive partial repayment of the debts they are owed. These creditors are called the impaired class of creditors. There are some exceptions to these rules depending on the Chapter 11 case, so it is often best to work with an experienced bankruptcy attorney in Queens, NY to create and submit the best reorganization plan. Mr. Feinstein also points out that creditors and debtors who violate the reorganization plan are subject to repercussions. Once in effect, the plan is legally binding, which is beneficial for the business and protects them from creditors, he says. Chapter 11 bankruptcy reorganization plans are an effective way for businesses to pay off their debts in a manageable way. It helps reduce debt payments if needed, and helps businesses keep running while they work towards getting out of debt. A bankruptcy lawyer in New York can help draft reorganization plans and make sure they are implemented properly. The Law Offices of Bruce Feinstein, Esq. has nearly two decades of experience in bankruptcy law, helping clients and families resolve their issues and move forward with their lives. * Lawmakers Seek to Amend Bankruptcy Rules for Big Bank Collapses ----------------------------------------------------------------- Katy Stech, writing for The Wall Street Journal, reported that several Republican lawmakers want to amend bankruptcy laws to deal with the next big bank failure while avoiding the financial-market seizures that occurred when Lehman Brothers filed for Chapter 11 in 2008. According to the report, at a congressional hearing on Tuesday, Rep. Spencer Bachus (R., Ala.) said that the Financial Institution Bankruptcy Act is meant to address "bailout fatigue on the part of the American taxpayer." The Financial Institution Bankruptcy Act, which has yet to be introduced, wouldn't ban federal bailouts for banks; instead, it would give bankruptcy judges the power to privately transfer a struggling bank's assets to a new, more stable owner in less than 48 hours, the Journal related. A draft of the proposal shows that the transfer process would have hourly deadlines, the Journal said. If a bank's parent company filed for bankruptcy protection, the bank's operating assets could be transferred to a new owner within 48 hours, the Journal added. * BOOK REVIEW: Risk, Uncertainty and Profit ------------------------------------------- Author: Frank H. Knight Publisher: Beard Books Softcover: 381 pages List Price: $34.95 Review by Gail Owens Hoelscher Order your personal copy today at http://is.gd/al9gqP The tenets Frank H. Knight sets out in this, his first book, have become an integral part of modern economic theory. Still readable today, it was included as a classic in the 1998 Forbes reading list. The book grew out of Knight's 1917 Cornell University doctoral thesis, which took second prize in an essay contest that year sponsored by Hart, Schaffner and Marx. In it, he examined the relationship between knowledge on the part of entrepreneurs and changes in the economy. He, quite famously, distinguished between two types of change, risk and uncertainty, defining risk as randomness with knowable probabilities and uncertainty as randomness with unknowable probabilities. Risk, he said, arises from repeated changes for which probabilities can be calculated and insured against, such as the risk of fire. Uncertainty arises from unpredictable changes in an economy, such as resources, preferences, and knowledge, changes that cannot be insured against. Uncertainty, he said "is one of the fundamental facts of life." One of the larger issues of Knight's time was how the entrepreneur, the central figure in a free enterprise system, earns profits in the face of competition. It was thought that competition would reduce profits to zero across a sector because any profits would attract more entrepreneurs into the sector and increase supply, which would drive prices down, resulting in competitive equilibrium and zero profit. Knight argued that uncertainty itself may allow some entrepreneurs to earn profits despite this equilibrium. Entrepreneurs, he said, are forced to guess at their expected total receipts. They cannot foresee the number of products they will sell because of the unpredictability of consumer preferences. Still, they must purchase product inputs, so they base these purchases on the number of products they guess they will sell. Finally, they have to guess the price at which their products will sell. These factors are all uncertain and impossible to know. Profits are earned when uncertainty yields higher total receipts than forecasted total receipts. Thus, Knight postulated, profits are merely due to luck. Such entrepreneurs who "get lucky" will try to reproduce their success, but will be unable to because their luck will eventually turn. At the time, some theorists were saying that when this luck runs out, entrepreneurs will then rely on and substitute improved decision making and management for their original entrepreneurship, and the profits will return. Knight saw entrepreneurs as poor managers, however, who will in time fail against new and lucky entrepreneurs. He concluded that economic change is a result of this constant interplay between new entrepreneurial action and existing businesses hedging against uncertainty by improving their internal organization. Frank H. Knight has been called "among the most broad-ranging and influential economists of the twentieth century" and "one of the most eclectic economists and perhaps the deepest thinker and scholar American economics has produced." He stands among the giants of American economists that include Schumpeter and Viner. His students included Nobel Laureates Milton Friedman, George Stigler and James Buchanan, as well as Paul Samuelson. At the University of Chicago, Knight specialized in the history of economic thought. He revolutionized the economics department there, becoming one the leaders of what has become known as the Chicago School of Economics. Under his tutelage and guidance, the University of Chicago became the bulwark against the more interventionist and anti-market approaches followed elsewhere in American economic thought. He died in 1972. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***