/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141013.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, October 13, 2014, Vol. 18, No. 285 Headlines 1058 SOUTHERN BLVD: Section 341(a) Meeting Set for Nov. 11 ADVANCED MICRO DEVICES: Lisa Su is New Chief Executive Officer AMERICAN INT'L: Bernanke Says Company Had No Better Offer ASPEN GROUP: Has 52.5 Million Shares Resale Prospectus ANACOR PHARMACEUTICALS: Plans to Sell $70 Million Conv. Notes AUTOMATED BUSINESS: Bid to Extend Plan Exclusivity Denied as Moot AUTOMATED BUSINESS: Court Okays Outline for 2nd Amended Plan AUXILIUM PHARMACEUTICALS: S&P Puts 'CCC+' CCR on Watch Positive AUXIUM PHARMACEUTICALS: To Be Acquired by Endo for $2.6 Billion BATE LAND: Has Until January 1, 2015 to Obtain Plan Confirmation BATE LAND: Wants BLC's Supplemental Brief Against Plan Stricken BESRA GOLD: Misses Filing Deadline; Applies for MCTO BFC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors CAESARS ENTERTAINMENT: SVP and Chief Accounting Officer Quits CHIQUITA BRANDS: S&P Affirms 'B' CCR, Alters Outlook to Developing CONSOL ENERGY: S&P Retains 'BB' Corporate Credit Rating COUTURE HOTEL: Files for Chapter 11 to Restructure Debt COUTURE HOTEL: Seeks to Use Creditors' Cash Collateral COUTURE HOTEL: AFB Opposes Return of Las Vegas Hotels to Debtor CRUMBS BAKE SHOP: Celebrates Grand Re-Opening on October 14 DELUXE ENTERTAINMENT: S&P Raises CCR to 'CCC+'; Outlook Negative DUNE ENERGY: Eos Offers to Buy Outstanding Shares at $0.30 Apiece EMANUEL L. COHEN: Accused by Lender of Misrepresenting Finances ENERGY FUTURE: Hires Balch & Bingham as Environmental Counsel ESP RESOURCES: Unit Inks $4-Mil. Factoring Pact With Transfac FISKER AUTOMOTIVE: Committee Professionals Seek 53.7% in Bonuses FLUX POWER: Signs $500,000 Credit Agreement With Leon Frenkel GBG RANCH: Taps Upton Mickits as Special Energy Counsel GENTIVA HEALTH: Moody's Puts 'B3' CFR on Review for Upgrade GENTIVA HEALTH: S&P Puts B CCR on Watch Pos. Over Kindred Merger GLOBALSTAR INC: Files Presentation Materials With SEC GREAT NORTHERN: Bankruptcy an Issue in Maine's Race for Governor GT ADVANCED: Proposes KCC as Claims and Balloting Agent GT ADVANCED: To Close Arizona, Massachusetts Sapphire Plants GT ADVANCED: Liquidity Issues Led to Bankruptcy, Court Papers Say HAMPDEN COUNTY PHYSICIAN: Files for Bankr., To Sell 5 Locations HDOS ENTERPRISES: Holders of Claims Overwhelmingly Accept Plan HDOS ENTERPRISES: To Serve as Disbursing Agent Under Exit Plan HOUSTON REGIONAL: Judge Says Comcast Can't Recover $100-Mil. HS INVESTMENT: Case Summary & 5 Unsecured Creditors IBAHN CORP: Seeks Extension of Removal Period Until Jan. 2015 INDEX RECOVERY: Disclosure Statement Hearing Set for October 23 INTELLICELL BIOSCIENCES: Amends Previously Filed Reports With SEC INTELLICELL BIOSCIENCES: Amends Q3 2013 Quarterly Report INTELLICELL BIOSCIENCES: YA Global Has 0% Stake as of Oct. 9 INTERMETRO COMMUNICATIONS: Fires Chief Financial Officer INVERNESS DISTRIBUTION: Revolution Acquires Morgan Creek Library INVISTA BV: Moody's Assigns 'Ba1' Corporate Family Rating INVISTA BV: S&P Retains 'BB+' CCR; Outlook Stable ITR CONCESSION: Hires RL&F as Special Committee Counsel ITR CONCESSION: Hires UBS Securities as Investment Banker JACQUELINE MELCHER: Sanctions Imposed on 'Vexatious' Litigant KELLERMEYER BERGENSONS: Moody's Assigns B3 Corp. Family Rating KELLERMEYER BERGENSONS: S&P Assigns 'B' CCR; Outlook Stable KID BRANDS: Seeks Approval of Disney Settlement Over Asset Sale KID BRANDS: Wants to Extend Removal Period Until December 15 KINDRED HEALTHCARE: Moody's Puts B1 CFR on Review for Downgrade LIGHTSQUARED INC: Wants Falcone Suits Against GPS and U.S. Halted MEDICAL ALARM: Incurs $48,000 Net Loss in March 31 Quarter MF GLOBAL: Brokerage Unsecured Creditors May Get 90% MILLER AUTO: Court Must Deny DIP Motion, Creditors Committee Says MOBIVITY HOLDINGS: Appoints New Director to Board MPM SILICONES: Has Accord to Resolve Trustees' Bid to Compel MPM SILICONES: Resolves Government's Objection to Chapter 11 Plan NAARTJIE CUSTOM: Great American Emerges as Winning Bid in Auction NESCO LLC: S&P Revises Outlook to Negative & Affirms 'B' CCR OMC INC: Voluntary Chapter 11 Case Summary ORLANDO, FL: Moody's Affirms Ba2 Rating on $33.1MM 2nd Lien Bonds PANACHE BEVERAGE: Suspends Filing of Reports With SEC PASCO COUNTY, FL: Moody's Confirms B3 Rating on 1979 Rev. Bonds PRECISION OPTICS: Registers 1.7 Million Shares for Resale PREFERRED CONTRACTORS: A.M. Best Puts 'B' FSR Under Review PRETTY GIRL: Committee Disputes Proposed Cash Collateral Order QUICKSILVER RESOURCES: Receives Non-Compliance Notice From NYSE RADIOSHACK CORP: Litespeed Reports 8.8% Equity Stake RESIDENTIAL CAPITAL: Defective Mortgage Suits Liable to Dismissal ROCKWELL MEDICAL: Inks Distribution Agreement With Rockwell SCICOM DATA: Accord Resolves Claims by Venture and Xerox SCICOM DATA: Seeks Approval of Stipulation to Resolve PBGC Claims SECUREALERT INC: Rebrands Itself as Track Group SEVEN S: Father, Son Agree to Temporary Standstill SEVEN S: Court Issues Joint Administration Order SOURCEHOV LLC: Moody's Assigns Caa1 Rating on $250MM Term Debt SOURCEHOV LLC: S&P Affirms 'B' CCR on Proposed Recapitalization STC & LAM: Case Summary & 6 Largest Unsecured Creditors SURFACEMAX INC: Case Summary & 20 Largest Unsecured Creditors T-L BRYWOOD: Has Interim Okay to Use Cash Until October 31 TALISMAN ENERGY: S&P Lowers Preferred Stock Rating to 'BB' TAMPA WAREHOUSE: Court Approves Joint Plan of Reorganization TOMS SHOES: S&P Assigns 'B' CCR & Rates $300MM Loan 'B' TRUMP ENTERTAINMENT: Disclosure Statement Hearing Set for Nov. 5 TRUMP ENTERTAINMENT: Panel Wants Cash Collateral Hearing Delayed TRUMP ENTERTAINMENT: Levine Staller Objects Cash Collateral Bid TRUMP ENTERTAINMENT: Wants to Reject CBA by Taj Mahal & Local 54 TRUMP ENTERTAINMENT: Power to Modify Union Contract in Doubt TRUMP ENTERTAINMENT: Icahn, Lawmakers Battle Over Casino's Fate TRUMP ENTERTAINMENT: Donald Trump Wants Name Removed From Company VERITEQ CORP: Receives Notification From OTCQB Marketplace VUZIX CORP: Freed Maxick Replaced EFP Rotenberg as Accountants VYCOR MEDICAL: Fountainhead Capital Holds 50.1% Equity Stake WAJAX CORP: DBRS Confirms 'BB(high)' Issuer Rating WINDSOR PETROLEUM: Disclosures Approved; Plan Hearing on Nov. 20 * Bankruptcy No Bar to Suing Debt Collector under FDCPA * Distressed Restructurings Down So Far This Year * BOND PRICING: For Week From October 6 to 10, 2014 ********* 1058 SOUTHERN BLVD: Section 341(a) Meeting Set for Nov. 11 ---------------------------------------------------------- A meeting of creditors in the bankruptcy case 1058 Southern Blvd. Realty Corp. will be held on Nov. 13, 2014, at 2:30 p.m. at 80 Broad St., 4th Floor, USTM. 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. 1058 Southern Blvd. Realty Corp., owner and operator of a mixed- use multi-unit building known as and located at 1054-1058 Southern Boulevard, 1042 Westchester Avenue, Bronx, New York, sought bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12808) on Oct. 3, 2014. Miriam Shasho signed the petition as president of the Debtor. The Debtor estimated assets of $10 million to $50 million and liabilities of $1 million to $10 million. The case is assigned to Judge Robert E. Gerber. The Debtor has tapped Gerard R. Luckman, Esq., at SilvermanAcampora, LLP, in Jericho, New York, as counsel. ADVANCED MICRO DEVICES: Lisa Su is New Chief Executive Officer -------------------------------------------------------------- Rory P. Read had stepped down from his positions as president, chief executive officer and member of Advanced Micro Devices' Board of Directors, according to a regulatory filing with the U.S. Securities and Exchange Commission. The filing stated that the Board and Mr. Read are currently negotiating a Transition, Separation Agreement and Release. Effective Oct. 8, 2014, Mr. Read will continue his employment with the Company in a non-executive role as an advisor through Dec. 31, 2014, when his employment with the Company will end. Mr. Read will continue to receive the salary and benefits he currently receives during this period of time. On Oct. 8, 2014, the Board appointed Dr. Lisa T. Su as the Company's president and chief executive officer and as a director of the Company. Dr. Su, 44, joined the Company in January 2012 and has served as senior vice president and chief operating officer since July 1, 2014. From January 2012 until July 1, 2014, Dr. Su served as senior vice president and general manager, Global Business Units. Before joining the Company, Dr. Su served as senior vice president and general manager, Networking and Multimedia at Freescale Semiconductor, Inc., a company that designs and manufactures embedded processors, where she was responsible for global strategy, marketing, product management and engineering for Freescale's embedded communications and applications processor businesses. Dr. Su joined Freescale in 2007 as chief technology officer, where she led the Company's technology roadmap and research and development efforts. She was promoted to senior vice president and general manager, Networking and Multimedia in September 2008. Before her employment with Freescale, Dr. Su spent 13 years with IBM in various engineering and business leadership positions, including Vice President of IBM's Semiconductor Research and Development Center, responsible for the strategic direction of IBM's silicon technologies, joint development alliances and semiconductor R&D operations. Dr. Su has served on the board of directors of Analog Devices since June 2012. Dr. Su holds a bachelor's, master's and doctorate degrees in electrical engineering from the Massachusetts Institute of Technology (MIT), has been published in more than 40 technical publications and was named a Fellow of the Institute of Electronics and Electrical Engineers (IEEE) in 2009. Dr. Su was also named in MIT Technology Review's Top 100 Young Innovators in 2002. Dr. Su and the Board are currently negotiating the terms of an employment agreement. Dr. Su is currently paid an annual base salary of $650,000. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. Advanced Micro incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. As of June 28, 2014, the Company had $4.24 billion in total assets, $3.74 billion in total liabilities and $501 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for Advanced Micro Devices Inc. (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered Advanced Micro Devices' corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi- quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AMERICAN INT'L: Bernanke Says Company Had No Better Offer --------------------------------------------------------- Aaron M. Kessler, writing for The New York Times' DealBook, reported that Ben S. Bernanke, former chairman of the Federal Reserve, testified in the trial over the U.S. government's bailout of American International Group that the insurance giant didn't have any better offer. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Maurice R. "Hank" Greenberg, who built AIG into a global financial-services powerhouse during nearly 40 years at its helm, is challenging the historic 2008 government bailout of the company and has asked a federal judge to rule that the government coerced AIG's board into harsh terms, allegedly cheating shareholders including Mr. Greenberg in the process. About AIG With corporate headquarters in New York, American International Group, Inc., is an international insurance company, serving customers in more than 130 countries. AIG companies serve commercial, institutional and individual customers through property-casualty networks of any insurer. In addition, AIG companies are providers of life insurance and retirement services. At the height of the 2008 financial crisis, AIG experienced a liquidity crunch when its credit ratings were downgraded below "AA" levels by Standard & Poor's, Moody's Investors Service and Fitch Ratings. AIG almost collapsed under the weight of bad bets it made insuring mortgage-backed securities. The Company, however, was bailed out by the Federal Reserve, but even after an initial infusion of $85 billion, losses continued to grow. The later rescue packages brought the total to $182 billion, making it the biggest federal bailout in U.S. history. AIG sold off a number of its businesses and other assets to pay down loans received from the U.S. government. ASPEN GROUP: Has 52.5 Million Shares Resale Prospectus ------------------------------------------------------ Aspen Group, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration to register 52,570,607 shares of common stock which may be offered by Alvin Fund LLC, Charlestown Jupiter Fund LLC, Leon G. Cooperman, et al. The Company will not receive any proceeds from the sales of shares of its common stock by the selling shareholders. The Company's common stock trades on the Over-the-Counter Bulletin Board under the symbol "ASPU". As of the last trading day before Oct. 8, 2014, the closing price of the Company's common stock was $0.24 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/aFxrEr About Aspen Group Denver, Colo.-based Aspen Group, Inc., was founded in Colorado in 1987 as the International School of Information Management. On Sept. 30, 2004, it was acquired by Higher Education Management Group, Inc., and changed its name to Aspen University Inc. On May 13, 2011, the Company formed in Colorado a subsidiary, Aspen University Marketing, LLC, which is currently inactive. On March 13, 2012, the Company was recapitalized in a reverse merger. Aspen's mission is to become an institution of choice for adult learners by offering cost-effective, comprehensive, and relevant online education. Approximately 88 percent of the Company's degree-seeking students (as of June 30, 2012) were enrolled in graduate degree programs (Master or Doctorate degree program). Since 1993, the Company has been nationally accredited by the Distance Education and Training Council, a national accrediting agency recognized by the U.S. Department of Education. Aspen Group incurred a net loss of $5.35 million for the year ended April 30, 2014. The Company also reported a net loss of $1.40 million for the four months ended April 30, 2013. The Company reported a net loss of $6 million in 2012 as compared with a net loss of $2.13 million in 2011. The Company's balance sheet at July 31, 2014, showed $4.79 million in total assets, $5.63 million in total liabilities and a $845,460 total stockholders' deficiency. ANACOR PHARMACEUTICALS: Plans to Sell $70 Million Conv. Notes ------------------------------------------------------------- Anacor Pharmaceuticals, Inc., said it intends to offer, subject to market and other considerations, $70,000,000 aggregate principal amount of Convertible Senior Notes due 2021 in a private placement under the Securities Act of 1933, as amended. Anacor also intends to grant to the initial purchasers of the Convertible Notes a 30- day option to purchase up to an additional $7,000,000 aggregate principal amount of the Convertible Notes, solely to cover over- allotments, if any. In addition, certain funds affiliated with Venrock Associates, one of Anacor's affiliates, have indicated an interest in purchasing $12 million aggregate principal amount of Convertible Senior Notes due 2021 in a concurrent private placement under the Securities Act. The Venrock Notes are expected to be sold at the same price, and constitute part of the same series, as the Convertible Notes. The Venrock Funds' indication of interest is not a binding agreement or commitment to purchase the Venrock Notes. Anacor intends to use a portion of the net proceeds of the offering and the sale of the Venrock Notes to repay in full its outstanding indebtedness under its loan and security agreement, and to use the remaining net proceeds for general corporate purposes. As of June 30, 2014, $30 million aggregate principal amount of loans was outstanding under the loan and security agreement. In connection with that repayment, Anacor will be subject to a prepayment fee equal to 2% of the aggregate principal amount of loans so repaid. The Convertible Notes will be general unsecured obligations of Anacor and interest will be paid semiannually. Subject to satisfaction of certain conditions and during certain periods, the Convertible Notes will be convertible at the option of holders into cash, shares of Anacor common stock or a combination thereof, at Anacor's election. The Convertible Notes will not be redeemable at Anacor's option prior to Oct. 15, 2018. On or after Oct. 15, 2018, the Convertible Notes will be redeemable at Anacor's option if the last reported sale price of Anacor's common stock for at least 20 trading days in any 30 trading day period exceeds 130% of the conversion price for the Convertible Notes. The interest rate, conversion rate and other terms of the Convertible Notes will be determined at the time of the pricing of the offering. About Anacor Pharmaceuticals Palo Alto, Calif.-based Anacor Pharmaceuticals (NASDAQ: ANAC) is a biopharmaceutical company focused on discovering, developing and commercializing novel small-molecule therapeutics derived from its boron chemistry platform. Anacor has discovered eight compounds that are currently in development. Its two lead product candidates are topically administered dermatologic compounds - tavaborole, an antifungal for the treatment of onychomycosis, and AN2728, an anti-inflammatory PDE-4 inhibitor for the treatment of atopic dermatitis and psoriasis. For the six months ended June 30, 2014, Anacor reported a net loss of $45.68 million on $7.08 million of total revenues. Anacor reported net income of $84.76 million in 2013, a net loss of $56.08 million in 2012 and a net loss of $47.94 million in 2011. The Company's balance sheet at June 30, 2014, showed $137.63 million in total assets, $48.02 million in total liabilities, $4.95 million in redeemable common stock and $84.65 million in total stockholders' equity. AUTOMATED BUSINESS: Bid to Extend Plan Exclusivity Denied as Moot ----------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Maryland denied as moot Automated Business Power Inc., et al.'s motion to extend their exclusive periods to file and solicit acceptances for Chapter 11 plans. The Debtors had asked that the Court extend their exclusive periods to file a Chapter 11 plan until May 6, 2014, and solicit acceptances of that plan through and until July 6, 2014. Automated Business Power has already filed a First Amended Plan of Reorganization dated May 29, 2014. The Plan provides that the funds necessary to implement the Plan will be generated from, among other things, (i) cash receipts from operations; and (ii) the acquisition by the Debtors of new financing in an amount sufficient to pay the Class 1 claim in full and if possible, also the Allowed Classes 2 and 3 Claims. A copy of the Plan dated May 29, 2014, is available at: http://bankrupt.com/misc/AutomatedBus_200_194_Suppdoc_1stAplan.pdf Bankruptcy Judge Wendell I. Lipp, according to an amended order and notice of hearing, was scheduled to convene a hearing Sept. 17, 2014, to consider adequacy of information in the Disclosure Statement explaining Automated Business Power's First Amended Plan. The Debtors later filed a revised Disclosure Statement for their Second Amended Plan of Reorganization. The amended Plan contains changes necessitated by Court Orders in connection with hearings held on September 17, and agreements reached between the Debtors and certain creditors. About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co. filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. AUTOMATED BUSINESS: Court Okays Outline for 2nd Amended Plan ------------------------------------------------------------ Automated Business Power, Inc. and Automated Business Power Holding Co. filed with the U.S. Bankruptcy Court for the District of Maryland a Disclosure Statement for all holders of Claims against or Interests in the Debtors, as a prerequisite to soliciting acceptances to their Second Amended Plan of Reorganization. The amended Plan contains changes necessitated by Court Orders in connection with hearings held on September 17, 2014, and agreements reached between the Debtors and certain creditors. Following that hearing, on September 25, the Court authorized the transmittal of conditionally approved Disclosure Statement and the Court fixed the times for filing objections to Plan and acceptances or rejections of the Plan. The Court also authorized the Plan Sponsor to solicit acceptances and rejections of the Plan based upon the conditionally approved Disclosure Statement. In the September 25 order, the Court fixed November 4, 2014, as the last day for filing and serving written objections to the conditionally approved Disclosure Statement or confirmation of the Plan. November 4 is also fixed as the last day for filing written acceptances or rejections of the Plan. Under the Plan, the Debtors designate these Classes of Claims and Interests: * Class 1. Class 1 consists of the Allowed Secured Claim of PNC Bank; * Class 2. Class 2 consists of Allowed Unsecured Claims of Halevy pursuant to the Automated Business Holding Co. Note; * Class 3. Class 3 consists of all other general unsecured claims; and * Class 4. Class 4 consists of all Interests held in the Debtors. The funds necessary to implement the Plan will be generated from, among other things, (i) Cash Receipts from Operations; and (ii) the acquisition by the Debtors of new financing in an amount sufficient to pay the Class 1 Claim in full and, if possible, also the Allowed Class 2 Claim and Allowed Class 3 Claims. The hearing on confirmation of the Plan is currently scheduled for December 17, 2014, at 10:00 a.m. prevailing Eastern Time. Objections to confirmation are due on November 4. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/AutomatedBusiness_2ndAmdDS.pdf About Automated Business Power Military supplier Automated Business Power, Inc., and Automated Business Power Holding Co. filed their Chapter 11 petitions (Bankr. D. Md. Case Nos. 13-27123 and 13-27125) on Oct. 8, 2013. Automated Business Power has been engaged in the design and production of advanced filed deployable uninterruptible power supplies, AC-to-DC power supplier, DC-to-DC converters, uninterruptible power systems, Power/Voice/Data cases, speakers, speaker/voice systems and ancillary equipment tactical transceivers, power amplifiers, SATCOM, and other communications equipment. The petitions were signed by Daniel Akman as president. The Debtors estimated assets of at least $50 million and liabilities of at least $10 million. The Debtor is represented by Nelson C. Cohen, Esq., at Zuckerman Spaeder LLP, in Washington, D.C. The Debtor tapped Dickinson Wright and Michael R. Holzman as Special ESOP Plan Counsel. PNC Bank is represented by James M. Smith, Esq., and Lisa Bittle Tancredi, Esq., at Gebhardt & Smith LLP. AUXILIUM PHARMACEUTICALS: S&P Puts 'CCC+' CCR on Watch Positive --------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'CCC+' corporate credit rating on Auxilium Pharmaceuticals Inc. and the 'B-' issue- level rating on the company's senior secured debt CreditWatch with positive implications. The rating action is in response to the announcement that the company has accepted the offer by Endo International Plc to acquire Auxilium for $2.6 billion. The transaction would be financed with a mix of stock, debt, and cash on hand. Endo will assume and subsequently repay Auxilium's debt upon completion of the deal. "The rating action reflects Auxilium's potential for higher issuer- and issue-level ratings as a part of the consolidated entity once the acquisition is completed," said Standard & Poor's credit analyst Maryna Kandrukhin. "While the 'BB-' corporate credit rating on Endo remains on CreditWatch with negative implications, due mainly to the significant amount of debt to be incurred in its proposed acquisition of Auxilium, we still believe there is the potential for a higher issue-level rating." Upon the completion of the transaction, Standard & Poor's expects to resolve the CreditWatch listings to reflect the final ratings on the consolidated entity and its debt. Subsequently, the ratings on Auxilium will be withdrawn upon retirement of the issue. AUXIUM PHARMACEUTICALS: To Be Acquired by Endo for $2.6 Billion --------------------------------------------------------------- Endo International plc and Auxilium Pharmaceuticals, Inc., announced that they have entered into a definitive agreement under which Endo will acquire all of the outstanding shares of common stock of Auxilium for a per share consideration of $33.25 in a cash and stock transaction. The boards of directors of both companies have unanimously approved the transaction, which is valued at $2.6 billion, including the repayment and assumption of debt. The transaction will include an election mechanism for Auxilium stockholders to elect cash and stock, all-stock or all-cash consideration, subject to proration in accordance with the terms of the definitive agreement. The per share consideration represents a premium of 55 percent to Auxilium's closing price on Sept. 16, 2014, the day Endo made public its proposal for Auxilium. Subject to aggregate cash and equity consideration limits, Auxilium stockholders may elect one of three options with respect to transaction consideration: 100 percent equity which equates to 0.488 Endo shares per Auxilium share, 100 percent cash which equates to $33.25 per Auxilium share or a standard election of an equal mix of $16.625 in cash and 0.244 Endo shares per Auxilium share. The total cash consideration will not exceed 50 percent of the total equity value and the equity consideration will not exceed 75 percent of the total equity value. "We are pleased to have reached this agreement with Auxilium, which we believe will create value for both Endo and Auxilium shareholders, as well as for patients, customers and employees," said Rajiv De Silva, president and chief executive officer of Endo. "By adding Auxilium's complementary commercial portfolio, we believe this transaction is aligned with our strategy of pursuing accretive, value creating growth opportunities. We intend to leverage Auxilium's leading presence in men's health, as well as our R&D capabilities and financial resources to accelerate the growth of XIAFLEX(R) and Auxilium's other products. We look forward to working with the Auxilium team to achieve the growth and synergy potential of this compelling strategic combination." Adrian Adams, chief executive officer and president of Auxilium said, "We are proud of the work Auxilium has done to develop a portfolio of important products that are improving the lives of patients to create significant stockholder value. We believe this transaction is the culmination of those efforts. On behalf of the Auxilium Board and management team, I want to thank our dedicated employees, engaged partners and strategic advisors for their continued hard work and commitment, which have been instrumental in building Auxilium into the diversified specialty biopharmaceutical company it is today." Immediately prior to the entering into the merger agreement with Endo, Auxilium terminated its proposed merger agreement with QLT, Inc., in accordance with the terms of the QLT merger agreement. Endo intends to fund the cash portion of the transaction through a combination of existing cash on hand and committed debt financing from Citi. The transaction is expected to close in the first half of 2015 and is subject to the approval of Auxilium's stockholders, regulatory approval in the U.S. and certain other jurisdictions, and other customary closing conditions. Citi served as financial advisor to Endo, Lazard provided an independent fairness opinion and Sullivan & Cromwell LLP served as legal advisor. Deutsche Bank served as lead financial advisor, Morgan Stanley served as financial advisor and Willkie Farr & Gallagher LLP and Morgan, Lewis & Bockius served as legal advisors to Auxilium. A copy of the Agreement and Plan of Merger is available for free at http://is.gd/bNuZOA Rights Agreement Amendment The Company entered into Amendment No. 1, dated Oct. 8, 2014, to the Rights Agreement, dated Sept. 17, 2014, by and between the Company and Broadridge Corporate Issuer Solutions, Inc., as Rights Agent. The Rights Agreement Amendment provides that the Merger Agreement and related transactions, including the consummation of the Merger and any related transactions, will not cause the Rights to become exercisable or cause any of the other protective features afforded to the Company under the Rights Agreement to come into effect. Under the Rights Agreement Amendment, no party to the Merger Agreement or the related transactions will be deemed to be the Beneficial Owner of any common shares held by any other party, solely by virtue of the approval, execution, delivery, or the existence of the Merger Agreement or the related transactions or the performance of that party's rights and obligations under the Merger Agreement or the related transactions. The Rights Agreement Amendment further provides that all Rights established under the Rights Agreement will automatically expire immediately prior to the closing of the Merger. About Auxilium Auxilium Pharmaceuticals, Inc. -- http://www.Auxilium.com/-- is a fully integrated specialty biopharmaceutical company with a focus on developing and commercializing innovative products for specialist audiences. With a broad range of first- and second- line products across multiple indications, Auxilium is an emerging leader in the men's healthcare area and has strategically expanded its product portfolio and pipeline in orthopedics, dermatology and other therapeutic areas. Auxilium now has a broad portfolio of 12 approved products. Among other products in the U.S., Auxilium markets edex(R) (alprostadil for injection), an injectable treatment for erectile dysfunction, Osbon ErecAid(R), the leading device for aiding erectile dysfunction, STENDRATM (avanafil), an oral erectile dysfunction therapy, Testim(R) (testosterone gel) for the topical treatment of hypogonadism, TESTOPEL(R) (testosterone pellets) a long-acting implantable testosterone replacement therapy, XIAFLEX(R) (collagenase clostridium histolyticum or CCH) for the treatment of Peyronie's disease and XIAFLEX for the treatment of Dupuytren's contracture. The Company also has programs in Phase 2 clinical development for the treatment of Frozen Shoulder syndrome and cellulite. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $935.82 million in total liabilities and $179.40 million in total stockholders' equity. * * * As reported by the TCR on May 7, 2014, Moody's Investors Service downgraded the ratings of Auxilium Pharmaceuticals, Inc., including the Corporate Family Rating to B3 from B2. "The downgrade reflects Moody's expectations that declines in Testim, Auxilium's testosterone gel, will materially reduce EBITDA in 2014, resulting in negative free cash flow, a weakening liquidity profile, and extremely high debt/EBITDA," said Moody's Senior Vice President Michael Levesque. The TCR reported on Sept. 23, 2014, that Standard & Poor's Ratings Services raised its corporate credit rating on Auxilium Pharmaceuticals Inc. to 'CCC+' following the announced restructuring program and a $50 million add-on to its existing first-lien term loan. BATE LAND: Has Until January 1, 2015 to Obtain Plan Confirmation ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of North Carolina extended the deadline for Bate Land & Timber LLC to obtain confirmation of its Chapter 11 plan of reorganization until January 1, 2015. About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BATE LAND: Wants BLC's Supplemental Brief Against Plan Stricken --------------------------------------------------------------- Bate Land & Timber, LLC, asks the U.S. Bankruptcy Court for the Eastern District of North Carolina to strike the memorandum of law in support of objections to confirmation of Amended Plan of Reorganization and Bate Land Company L.P.'s summary of testimony in opposition to confirmation of the Plan of Reorganization filed by Bate Land Company, LP. Representing the Debtor, George Mason Oliver, Esq., at Oliver Friesen Cheek, PLLC, in New Bern, North Carolina -- gmo@ofc-law.com -- contends that the BLC Supplemental Brief is outside the scope of what was requested by the Court and raises new issues not discussed or mentioned in any previous court hearing or filing in the bankruptcy case. He asserts that BLC does not even attempt to hide that its pleading was not limited to the "legal issues" as provided in the August 12 Order, for it entitles its brief "Supplemental Memorandum of Law in Support of Objections to Confirmation of Amended Plan of Reorganization and Bate Land Company, L.P.'s Summary of Testimony in Opposition to Confirmation of Plan of Reorganization." Whole sections of the BLC Supplemental Brief are a rehashing of BLC's earlier-filed Summary of Testimony and it inappropriately includes many arguments that were not made in BLC's original Summary of Testimony opposing the Plan filed at the close of the evidence on June 9, 2014, Mr. Oliver contends. He adds among other things, that BLC Supplemental Brief discusses many cases from all over the country not previously cited and analyzes the Swartville and Eng cases, both of which are distinguishable and decided before the close of evidence in this case. BLC Responds The BLC Supplemental Brief complies with the Court order, which invited parties to submit supplemental briefs relating to unresolved legal issues, BLC contends. As a result, BLC argues, the BLC Supplemental Brief may not be stricken from the record, and the Motion to Strike must be denied. About Bate Land & Timber Willotte, North Carolina-based Bate Land & Timber, LLC, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. E.D.N.C. Case No. 13-04665) on July 25, 2013. Judge Stephani W. Humrickhouse oversees the Chapter 11 case. The Debtor, in amended schedules, disclosed $53,477,624 in assets and $74,162,211 liabilities as of the Chapter 11 filing. The petition was signed by Brad Cheers, manager. The Bankruptcy Administrator for the Eastern District of North Carolina was unable to organize and recommend the appointment of a committee of creditors holding unsecured claims against the Debtor. BESRA GOLD: Misses Filing Deadline; Applies for MCTO ---------------------------------------------------- Besra Gold Inc. on Oct. 9 disclosed that, further to its news release of September 17, 2014, it has failed to file its annual filings within the required deadline. Besra's audited annual financial statements for the year ended June 30, 2014, including the related management discussion and analysis, and chief executive officer and chief financial officer certifications, were not filed by the required filing deadline of September 29, 2014. Due to its previously disclosed financial difficulties, Besra has been unable to engage its external auditors to perform the required audit of its annual financial statements. As announced in a separate news release issued on Oct. 9, the Company has entered into an investment agreement with George Molyviatis that will see between CAD$10 and $15 million injected into the company by December 17, 2014. A portion of the funds from the investment transaction will be applied towards rectifying the Company's filing default as soon as possible. Based on discussions with its auditors, the Filer believes that from the time of engagement of the auditors, it will take approximately 70 days to audit and file the annual financial statements and related filings. The company has filed an application with the Ontario Securities Commission (OSC), as its principal regulator, for a management cease trade order, in accordance with National Policy 12-203 -- Cease Trade Orders For Continuous Disclosure Defaults (NP 12-203). If approved, this application would give the company extra time to complete its financing, engage its auditors, complete the audit and file its annual financials without a full cease trade order being issued. Until the annual financial filings have been filed, the company intends to continue to satisfy the provisions of the alternative information guidelines under Policy Statement 12-203 by issuing default status reports every two weeks in the form of further press releases, which will also be filed on SEDAR. About Besra Gold Inc. Besra Gold Inc. -- http://www.besra.com-- is a diversified gold mining company focused on the exploration, development and mining of mineral properties in South East Asia. The Company has four key properties; the Bau Goldfield in East Malaysia, Bong Mieu and Phuoc Son in Central Vietnam, and Capcapo in the Philippines. Besra expects to expand existing gold capacity in Vietnam over the next two years and is projecting new production capacity from the Bau gold project during 2016. BFC MANAGEMENT: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: BFC Management Company 19245 W. Eight Mile Road Detroit, MI 48219 Case No.: 14-55862 Chapter 11 Petition Date: October 9, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Mark A. Randon Debtor's Counsel: Mark H. Shapiro, Esq. STEINBERG SHAPIRO & CLARK 25925 Telegraph Rd., Suite 203 Southfield, MI 48033-2518 Tel: (248) 352-4700 Fax: (248) 352-4488 Email: shapiro@steinbergshapiro.com Estimated Assets: $500,000 to $1 million Estimated Liabilities: $1 million to $10 million The petition was signed by Masoud Sesi, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb14-55862.pdf CAESARS ENTERTAINMENT: SVP and Chief Accounting Officer Quits ------------------------------------------------------------- Diane Wilfong resigned as senior vice president, controller and chief accounting officer of Caesars Entertainment Corporation to accept a position with another company. Her resignation will be effective on Oct. 31, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company said it has identified a successor and expects to make an announcement shortly. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. As of June 30, 2014, the Company had $27.06 billion in total assets, $29.64 billion in total liabilities and a $2.57 billion total deficit. * * * As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. CHIQUITA BRANDS: S&P Affirms 'B' CCR, Alters Outlook to Developing ------------------------------------------------------------------ Standard & Poor's Ratings Services revised its rating outlook on Chiquita Brands International Inc. to developing from positive. At the same time, S&P affirmed its 'B' corporate credit rating on the company. In addition, S&P affirmed the 'B' rating on the company's senior secured notes due 2021. The recovery rating remains '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a payment default. S&P also affirmed its 'CCC+' rating on the company's unsecured convertible senior notes due 2016. The recovery rating remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of a payment default. "The outlook revision reflects the possibility of either a higher or lower rating following Chiquita's shareholders' decision regarding the potential sale or merger of the company," said Standard & Poor's credit analyst Jeff Burian. "The corporate credit rating and issue-level ratings could potentially benefit from operational synergies or capital structure changes resulting from a ChiquitaFyffes merger. Alternatively, these ratings could be weakened by capital structure changes resulting from a leveraged acquisition." S&P's rating on Chiquita reflects the company's participation in the competitive, seasonal, commodity-oriented, and volatile fresh produce industry, which is subject to political and economic risks, as well as its product concentration in banana sales. These factors support S&P's "weak" business risk assessment. S&P's business risk assessment also incorporates the benefits of Chiquita's geographic and customer diversification, strong market positions, and well-recognized brand name, in addition to S&P's view of the agriculture and commodity food industry's "intermediate" risk and Chiquita's "low" country risk. S&P's ratings also reflect the company's history of credit measure volatility stemming primarily from significant swings in earnings despite its recent track-record of maintaining leverage below 5x. S&P estimates the ratios of adjusted total debt to EBITDA and funds from operations (FFO) to total debt totaled 4.7x and 10.8%, respectively, for the 12 months ended June 30, 2014. Although these ratios weakened somewhat from a year earlier, they compare favorably to the indicative ratio ranges for a "highly leveraged" financial risk profile, which include a leverage ratio greater than 5x and a ratio of FFO to debt of less than 12%. Still, S&P continues to view Chiquita's financial risk profile as "highly leveraged" because it believes leverage may exceed 5x during weaker earnings cycles. CONSOL ENERGY: S&P Retains 'BB' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said that it assigned its 'BBB-' issue-level rating and '1' recovery rating to Canonsburg, Pa.-based Consol Energy Inc.'s $2 billion senior secured revolving credit facility, which expires on June 18, 2019. S&P's '1' recovery rating indicates very high (90% to 100%) recovery in the event of a payment default. The company's 'BB' corporate credit and senior unsecured debt ratings remain unaffected. The ratings on Consol reflect S&P's view of the company's business risk profile as "fair" and financial risk profile as "significant." S&P estimates that debt to EBITDA will average less than 4x during the next few years and interest coverage will average more than 3x, measures that are consistent with a significant financial risk profile. Although S&P acknowledges that credit measures are likely to remain outside of its expectation for the 'BB' rating in 2014, S&P expects that the rapid build out of its natural gas business, supported by its cost-competitive coal operations, will bring credit measures within S&P's expectations in 2015. Ratings List Consol Energy Inc. Corporate Credit Rating BB/Stable/-- New Ratings Consol Energy Inc. $2 bil sr sec revolv cred fac due 2019 BBB- Recovery Rating 1 COUTURE HOTEL: Files for Chapter 11 to Restructure Debt ------------------------------------------------------- Couture Hotel Corporation, owner of the Wyndham Garden Inn in Dallas, Texas, the Howard Johnson hotel in Corpus Christi, Texas, the Howard Johnson in Las Vegas, Nevada, and the former Value Place hotel in Las Vegas, Nevada, sought bankruptcy protection after a receiver was appointed for its Las Vegas hotels. "Although the Debtor's hotels have operated successfully, with the Debtor generally current on their various obligations, there have been many unforeseen challenges that have jeopardized operations, including: major construction on I-635 near the Dallas Hotel; failure of the United States Air Force to issue contracts for the Las Vegas Hotels; numerous deaths and other personal losses in the families of the stockholders; and failure of the elevator operators to complete work and facilitate re-openings after the Hotels were remodeled. Of course, the Hotels have also felt the effect of an overall economy that has yet to completely recover from a recession, an overall downturn in the economy of the hotel industry and hotel branding issues," proposed counsel to the Debtor, Mark S. Toronjo, Esq., at Toronjo & Prosser Law, explains in a court filing. "In addition, all of the Debtor's primary secured obligations have matured and accelerated, and most of the Debtor's various lenders have refused to sufficiently extend the terms of the Debtor's obligations or otherwise restructure the Debtor's secured obligations." According to Mr. Toronjo, the Debtor and its secured lender on the Las Vegas Hotels, Armed Forces Bank, N.A. were unable to reach an agreement that would resolve Debtor's default under the note and other accompanying loan documents. Consequently, Armed Forces sought appointment of a receiver of real estate on the Las Vegas Hotels. By order of the District Court of Clark County, Nevada, dated Sept. 10, 2014, Smiling Hospitality Inc. was appointed as receiver. The appointment of a receiver, particularly the exorbitant management fees paid to the appointed receiver, will trigger a domino effect that will likely shut down the Las Vegas hotels altogether. This, combined with a present inability to refinance their obligations in light of market conditions, forced the Debtor to seek bankruptcy protection in order to restructure its debts, reorganize its businesses, preserve going concerns, and maximize the returns for all creditors and shareholders. About Couture Hotel Couture Hotel Corporation owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor estimated assets and debt in the range of $10 million to $50 million as of the bankruptcy filing. COUTURE HOTEL: Seeks to Use Creditors' Cash Collateral ------------------------------------------------------ Couture Hotel Corporation, owner of four hotels in Texas and Nevada, sought bankruptcy protection and immediately filed emergency motions for interim authority to use cash collateral of Armed Forces Bank, N.A., Mansa Capital, LLC, and Ability Insurance Company. The Debtor wants the Court to authorize the use of cash collateral on an emergency, interim basis, for the period from the Petition Date to approximately Nov. 4, 2014, or such other date that occurs after the Court holds the final hearing on its request to use cash collateral. The Debtor is aware that Armed Forces claims an interest in various types of property that would constitute cash collateral on account of: (a) a Promissory Note and Loan Agreement dated Sept. 30, 2011, and executed in favor of Armed Forces in the original principal of $6,650,000; (b) a Deed of Trust, Assignment of Rents, and Security Agreement dated Sept. 30, 2011, and allegedly properly recorded against the Las Vegas Hotels. The Debtor believes that Mansa may claim interests in Cash collateral pursuant to a Promissory Note and Loan Agreement dated July 3, 2013, and executed in favor of Mansa in the original principal amount of $8,870,000; and (ii) a Deed of Trust, Assignment of Rents, and Security Agreement dated July 5, 2013 and allegedly properly recorded against the Dallas Hotel, securing the Debtor's obligations under the Note. The Debtor believes that Ability may claim interests in cash collateral pursuant (i) a Promissory Note and Loan Agreement dated June 11, 2013, and executed by the Debtor in favor of Southwest Guaranty Mortgage Corp. (simultaneously transferred to Ability) in the original principal amount of $3,200,000; and (ii) those certain Deed of Trust, Assignment of Rents, and Security Agreement dated June 11, 2013 and allegedly properly recorded against the Corpus Hotel, securing the Debtor's obligations under the Note. Although the Debtor was not current on its obligations prior to the Petition Date, the Debtor believes this bankruptcy reorganization will help generate positive cash flow post-petition as the Hotels continue to stabilize. The Debtor notes that the Las Vegas Hotels have a projected stabilized value of $13,100,000, which far exceeds the principal balance of the Armed Forces loan. The Dallas Hotel has a projected stabilized value of $29,300,000, which far exceeds the principal balance of the Mansa loan. The Corpus Hotel has a projected stabilized value of $7,100,000, which far exceeds the principal balance of the Ability loan. Nonetheless, the Debtor is prepared to commit itself to a budget, and to agree to a super-priority claim under section 507(b), as well as replacement liens in post-petition assets, all to the extent of any actual diminution in the value of cash collateral. Mark S. Toronjo, Esq., at Toronjo & Prosser Law, explains that the Debtor has an immediate, urgent, and ongoing need for the use of its present and future cash. Among other things, the Debtor has ongoing obligations to: (i) pay for employees; (ii) pay for purchases of food and beverage; (iii) pay for upkeep, maintenance, and cleaning of the Hotels; (iv) pay franchise fees; (v) pay for utilities; (vi) pay for security related services; (vii) pay for taxes; (viii) pay for the costs of their reorganization efforts, including professional fees and US Trustee fees; (ix) potentially pay management fees; and (x) pay for all of the various goods and services necessary to operate and run the Hotels. Without paying for the same, the Debtor would not be able to keep the Hotels open, would be in violation of franchise agreements and numerous local laws and ordinances, and would have no ability to reorganize. About Couture Hotel Couture Hotel Corporation owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor estimated assets and debt in the range of $10 million to $50 million as of the bankruptcy filing. COUTURE HOTEL: AFB Opposes Return of Las Vegas Hotels to Debtor --------------------------------------------------------------- Armed Forces Bank, N.A., is asking the U.S. Bankruptcy Court for the Northern District of Texas not to require the receiver appointed for debtor Couture Hotel Corporation's two hotels in Las Vegas to turn over control of the hotels to the Debtor's management. Megan M. Adeyemo, Esq., at Gordon & Rees LLP, narrates that one month ago, a Nevada state court appointed a receiver, over the objection of Debtor, to operate the Las Vegas hotels owned by the Debtor and control the revenues therefrom. These hotels serve as collateral for a $7 million loan from AFB. Since its appointment, the receiver has learned several troubling facts about the manner and methods by which the Debtor did business at those hotels. Revenues from the hotels were diverted from use at the hotels or in payment of the debt they secured even after Debtor's license to collect the revenues was revoked. One of the hotels lost its franchise, yet continued to operate using the franchisor's logo and branded goods and the franchisor for the other hotel cancelled use of its reservation system. Rooms were occupied rent free by insider's relatives who were of marginal productivity. Financial records were not kept in compliance with the industry standards. Moreover, the Debtor has proposed a postpetition cash collateral budget which contains mathematical errors materially relevant to the feasibility of the adequate protection purportedly offered to AFB. For these reasons, AFB moves the Bankruptcy Court to permit the receiver to remaining possession of the hotel property by excusing the receiver from compliance with general requirement that the Property be turned over to the Debtor pursuant to 11 U.S.C .Sec. 543(d). AFB tells the Court that since the inception of the receivership, AFB has provided the necessary working capital to the receiver to cover the shortfall in funds necessary to operate the Hotels in a business-like manner. However, AFB will not provide financing should the Property be returned to the Debtor's possession and it is similarly unlikely that the franchisors will agree to continue the reservation system availability to the Hotels in that event. According to AFB, in contrast to the Debtor, the Receiver is an affiliate of a global real estate business which has successfully operated a large number of hotels. In this case, since its appointment, the Receiver has contacted the known vendors and arranged for payment of past due bills to ensure continued operation of the hotels. The Receiver has responded to the cancellation notice from Howard Johnson's and employed the Receiver's pre-existing relationship with the franchisor to restore reservation service. The Receiver has also obtained a commitment from Value Place to reinstate the franchise in the Receiver's name. The Receiver has also interviewed the hotel personnel and made employment decisions for continued operations. Turnover to the Debtor would reverse these positive developments and result in unnecessary costs to the estate and risks to the value of the Property. Ms. Adeyemo argues that continuation of the receivership is warranted as the Debtor's reorganization is not likely because the Debtor cannot feasibly propose a plan to meet the requirements of Section 1129. The Debtor cannot show that it can repay a note confirmable under Section 1129(b) over AFB's rejection of such treatment. The Debtor cannot sell the Property for a price sufficient to satisfy the secured claim and the Debtor has no other unencumbered property known to AFB to provide as an indubitable equivalent. AFB's counsel can be reached at: Megan M. Adeyemo, Esq. Sona J. Garcia, Esq. GORDON & REES LLP 2100 Ross Avenue, Suite 2800 Dallas, TX Telephone: (214) 231-4660 Facsimile: (214) 461-4053 About Couture Hotel Couture Hotel Corporation owns and operates four hotels: a Wyndham Garden Inn in Dallas, Texas, consisting of 356 rooms and remodeled in 2013; a Howard Johnson in Corpus Christi, Texas, consisting of 140 rooms and remodeled in 2012; a Howard Johnson in Las Vegas, Nevada, consisting of 110 rooms and remodeled in 2012; and an independent hotel in Las Vegas, Nevada (formerly branded as a Value Place), consisting of 121 rooms and also remodeled in 2012. The Las Vegas hotels are located at one of the entrances to Nellis Air Force base in North Las Vegas. The Debtor owns the real property and improvements, as well as the franchise rights to the hotels (except for Las Vegas Value Place). The Company sought Chapter 11 protection (Bankr. N.D. Tex. Case No. 14-34874) in Dallas, Texas, on Oct. 7, 2014. The case is assigned to Judge Barbara J. Houser. The Debtor has tapped Mark Sean Toronjo, Esq., at Toronjo & Prosser Law, as counsel. The Debtor estimated assets and debt in the range of $10 million to $50 million as of the bankruptcy filing. CRUMBS BAKE SHOP: Celebrates Grand Re-Opening on October 14 ----------------------------------------------------------- Crumbs Bake Shop, a popular specialty retail chain, is celebrating its grand re-opening on Tuesday, Oct. 14, at 1385 Broadway (between 37/38th) in New York, beginning at 7:30 am, under the direction of Marcus Lemonis, entrepreneur and host of CNBC's hit reality series The Profit, and Fischer Enterprises, owner of Dippin' Dots, LLC and Doc Popcorn, LLC. Lemonis and Fischer Enterprises formed a joint venture, Lemonis Fischer Acquisition Company, LLC, to save the bake shop from closing its doors last July when it was on the heels of bankruptcy, and initiated plans for the bake shop to not only re-open its doors, but to put a process in place to diversify the brand and bring new products to the mass market, including a new cookie line, ice cream products and a chocolate bar among other confectionary items. "Saving this iconic bake shop was important to me not only because of its existing delicious products, but because there is a tremendous opportunity to expand product offerings so that every sweet lover can find something they'll enjoy," said Mr. Lemonis. "We'll be leveraging collaborations between Crumbs and other companies in my portfolio in the coming months to introduce a wide variety of treats that consumers across the country will have access to." "We are thrilled to be able to follow through on our promise by reopening the first of several Crumbs Bake Shop retail locations," said Scott Fischer, C.O.O., Fischer Enterprises. "We believe we have found a winning formula by combining the beloved Crumbs cupcakes with an exciting new mix of products. The revamped Crumbs concept should appeal to both the existing Crumbs customer base and anyone looking for a great sweet or snack option." Mr Lemonis will appear at the Oct. 14 grand re-opening celebration at 12:45 p.m., where customers will have the opportunity to sample many popular favorites Crumbs cupcakes, including Red Velvet, Carrot Cake and Cookies & Cream. Customers can expect a new, modern experience at the renovated facility which has been repainted and now features a new merchandising cooler installed for showcasing its frozen dessert product offerings. While all of the traditional Crumbs classic cupcakes will be available for sampling and purchasing, a few new flavors that have already been added to the menu including a Sweet Pete's Salted Caramel Chocolate Cupcake and a Key West Key Lime Pie Cupcake will also be available. Additionally, Crumbs will now offer a variety of cupcakes, cookies and brownies as gluten-free and will be featuring the already popular Crumbnut, a doughnut-croissant hybrid, and the new Baissant, which is a combination of the bagel and croissant. Plans are in place for Crumbs to re-open an additional 25 locations in the next 30 days in major metropolitan areas including Boston, Chicago, Los Angeles, Newark, DE, New York and Washington, DC. Store re-openings will be announced in the coming weeks online and via social media, and online ordering will be available at the newly revamped www.Crumbs.com website on Oct. 14 as well. Mr. Lemonis continued, "We received feedback from so many customers that were disappointed in the closing of this iconic brand. Through restructuring the business, we believe we will be able to transition the brand from just a cupcake shop to a sweets and snacks destination." For more information regarding Crumbs Bake Shop, or to purchase goods online, visit www.Crumbs.com and tune into CNBC Tuesday's at 10:00 p.m./ ET/PT to watch Mr. Lemonis as he saves struggling businesses on The Profit. About Fischer Enterprises Fischer Enterprises is a privately held investment company based in Oklahoma City, Oklahoma, and is the owner of frozen treat maker Dippin' Dots, L.L.C., and kettle-cooked popcorn innovator Doc Popcorn, LLC, both of which serve national and international markets. Together with Marcus Lemonis, Fischer Enterprises added Crumbs Bake Shop to its portfolio in July 2014, rounding out its product base. About Marcus Lemonis Marcus Lemonis is an entrepreneur, investor, television personality, and chairman and CEO of Camping World and Good Sam Enterprises. Camping World is the nation's largest RV and outdoor retailer, and Good Sam is the world's largest RV owner's organization. Mr. Lemonis is also known as the "business turnaround king" and host of CNBC's prime time reality series, The Profit, in which he lends his expertise to struggling small businesses around the country and judges businesses based on a "Three P" principle: People, Process, and Product. The Profit returns on CNBC next week with new episodes beginning Tuesday, October 14 at 10PM ET/PT. A vast variety of businesses can be found under his holding company Marcus Lemonis Enterprises LLC, such as: 1-800-Car-Cash, Amazing Grapes, AutoMatch USA, Bee's Knees Food Co., Betty Lou's, Crumbs Bake Shop, Dapper Classics, eNet IT Group, Key West Key Lime Pie Co., Little Miss Baker, Mr. Green Tea, Pie King, ProFit Protein Bars, RawONE, Rose's Caf' & Bakery, Sweet Pete's and Wicked Good Cupcakes. About Crumbs Bake Shop 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. The U.S. Trustee appointed three creditors to serve in the Official Committee of Unsecured Creditors. Sharon L. Levine, Esq., at Lowenstein Sandler LLP serves as Committee's counsel. * * * On July 7, 2014, the Board of Directors of Crumbs Bake Shop determined to cease operations effective immediately. The Board's determination was made after the Company lacked sufficient liquidity to maintain current operations. On the petition date, Crumbs entered into an Asset Purchase Agreement through which Lemonis Fischer Acquisition Company, LLC, a joint venture created by Marcus Lemonis LLC and Fischer Enterprises, L.L.C., will acquire the Crumbs' business as part of the Company's Chapter 11 filing. Lemonis Fischer Acquisition is represented by Louis Price, Esq., at McAfee & Taft PC. On Aug. 29, 2014, Crumbs Bake Shops completed the sale of its assets for a credit bid of $7,140,000 and the assumption of various liabilities. There are no cash proceeds and the credit bid resulted in the repayment of all indebtedness to Lemonis Fischer Acquisition, which held a first priority security interest in the assets of the Company. The Company's remaining assets will be liquidated and the proceeds thereof will be utilized to pay unsecured liabilities in accordance with applicable law and certain advisors' fees and expenses. The Company does not expect that there will be any proceeds available for distribution to shareholders. DELUXE ENTERTAINMENT: S&P Raises CCR to 'CCC+'; Outlook Negative ---------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Burbank, Calif.-based entertainment services provider Deluxe Entertainment Services Group Inc. to 'CCC+' from 'CCC', and removed the rating from CreditWatch with positive implications, where S&P had placed it on Sept. 23, 2014. The outlook is negative. At the same time, S&P raised its issue-level rating on the company's $605 million first-lien term to 'CCC+' from 'CCC' and revised the recovery rating to '4' from '3'. The '4' recovery rating indicates S&P's expectation for an average recovery (30%- 50%) in the event of a payment default. "The upgrade reflects our view that Deluxe Entertainment will not breach its total net leverage covenant on the Sept. 30, 2014, test due to the $100 million capital commitment by financial sponsor MacAndrews & Forbes, which will be partially utilized as an equity cure," said Peter Bourdon. Although S&P expects that Deluxe Entertainment will be in compliance with its total net leverage covenant for the next year, given the MacAndrews & Forbes commitment, S&P do not expect the company to generate positive discretionary cash (cash flow from operations minus capital expenditures) in 2015, thereby adding further pressure to its already strained liquidity level. S&P revised the recovery rating on the first-lien term due to a $40 million increase in the company's draw on its asset-based lending (ABL) revolving facility and the increase $18 million in its foreign debt. The company has experienced a significant decline in its financial performance in 2014 because of weakness in demand for studio content. In addition, the company's expansion into enterprise services has failed to materialize, and S&P expects that the combined shortfalls, together with high capital expenditures, will result in negative discretionary cash flow in 2014 and 2015. S&P' expects the company to begin generating positive discretionary cash flow in the third quarter of 2015. S&P believes that the company will need to outperform its base case, achieving 15%-20% higher revenue from its 2014 projection of $890 million or an EBITDA margin greater than 15% to achieve positive discretionary cash flow for full-year 2015. The negative outlook reflects weak demand for content servicing that S&P projects will result in negative discretionary cash flow generation in 2014 and 2015 due to both low cash from operations and high capital expenditures, and an ongoing thin cushion of compliance with its total net leverage covenant. S&P could lower the rating if demand for content servicing declines further in 2015 and results in liquidity dropping below $25 million, which S&P will calculate as cash on hand and availability on both the ABL revolver and MacAndrew & Forbes commitment. S&P could revise the outlook to stable or raise the rating if the company can achieve 15% to 20% growth in revenue in 2015 or EBITDA margin expansion above 15%, which S&P expects will result in positive discretionary cash flow in 2015. DUNE ENERGY: Eos Offers to Buy Outstanding Shares at $0.30 Apiece ----------------------------------------------------------------- Eos Petro, Inc., and Dune Energy, Inc., announced that Eos' directly wholly owned subsidiary, Eos Merger Sub, Inc., has commenced a tender offer to acquire all of the outstanding shares of Dune common stock for $0.30 per share in cash, without interest and less any applicable withholding taxes. The Offer is being made pursuant to the terms of the previously announced definitive merger agreement entered into between Eos, Purchaser and Dune on Sept. 17, 2014. If the Offer is successfully completed, pursuant to the terms of the Agreement, Eos expects to acquire any of the Dune common shares not tendered in the Offer through a merger transaction in which the remaining shares of Dune are converted into a right to receive the same consideration per share as paid in the Offer. The Offer is subject to customary closing conditions, including valid tender of shares representing at least a majority of Dune's then outstanding shares on a fully diluted basis. There is no financing condition to the Offer. The Offer is scheduled to expire at 12:00 Midnight, New York City time, on Thursday, Nov. 6, 2014, unless otherwise extended. As contemplated in the Agreement, while Dune may not actively solicit other acquisition proposals, it may respond to certain proposals which it feels may be superior. Eos will terminate the Offer if Dune accepts a superior proposal, which also terminates the Agreement in accordance with its terms. Eos filed with the Securities and Exchange Commission a tender offer statement on Schedule TO, including an offer to purchase and related letter of transmittal, setting forth in detail the terms of the Offer. In addition, Dune filed with the SEC a Solicitation/Recommendation Statement on Schedule 14D-9 setting forth in detail, among other things, the recommendation of Dune's Board of Directors that Dune stockholders tender their shares pursuant to the Offer. A full-text copy of the Tender Offer Statement is available for free at http://is.gd/CGos9K Copies of the offer to purchase, letter of transmittal and other related Offer materials, including the Solicitation/Recommendation Statement, are available free of charge to Dune stockholders from Okapi Partners, LLC, the Information Agent for the Offer, at (855) 305-0856 (toll-free). The Depositary for the Offer is American Stock Transfer & Trust Company. In connection with the transaction, Perella Weinberg Partners served as financial advisors to Dune. Haynes and Boone, LLP served as Dune's legal counsel. Global Hunter Securities LLC served as financial advisors to Eos, and Baker Hostetler LLP served as its legal counsel. About Dune Energy Dune Energy, Inc. (NYSE AMEX: DNE) -- http://www.duneenergy.com/ -- is an independent energy company based in Houston, Texas. Since May 2004, the Company has been engaged in the exploration, development, acquisition and exploitation of natural gas and crude oil properties, with interests along the Louisiana/Texas Gulf Coast. The Company's properties cover over 90,000 gross acres across 27 producing oil and natural gas fields. Dune Energy reported a net loss of $46.98 million in 2013, a net loss of $7.85 million in 2012 and a net loss of $60.41 million in 2011. As of June 30, 2014, the Company had $231.47 million in total assets, $143.03 million in total liabilities and $88.43 million in total stockholders' equity. Going Concern "We monitor our financial progress very carefully and attempt to adjust our available projects in order to meet all of the covenants of the Credit Agreement. Notwithstanding these efforts, our future revolver availability is also driven by the amount of Notes outstanding, as they are part of the EBITDAX covenant calculation used to determine our borrowing limit under the revolver. As a result of the PIK feature contained in the Notes, the amount outstanding has increased over time and, therefore, continues to put pressure on the EBITDAX covenant and limit borrowing availability. As we are no longer in compliance with the financial covenant of the Credit Agreement, additional borrowings may not permitted, and the outstanding revolver loans may become due and payable upon notice to us by the Bank of Montreal. Absent relief from the Credit Agreement Lenders, the restructuring of a material portion of the Notes or the emergence of a new lender, our ability to meet our obligations in due course is threatened. Management is currently in discussions with all parties and seeking new credit providers or other strategic alternatives in an effort to resolve this liquidity stalemate. "These and other factors raise substantial doubt about our ability to continue as a going concern for the next twelve months," the Company stated in the Form 10-Q Report for the period ended June 30, 2014. EMANUEL L. COHEN: Accused by Lender of Misrepresenting Finances --------------------------------------------------------------- Bank Hapoalim B.M. filed an adversary proceeding against Emanuel L. Cohen in the United States Bankruptcy Court for the Southern District of Florida. New York-based BH is a foreign banking corporation, licensed in the state of New York, and maintains a Florida office in Miami- Dade County, Florida. In December 2012, BH made two loans to D.I.T., Inc., and Salon's Best, Inc., as co-obligors. The Debtor was the sole owner, president and co-manager of DIT and Salon. The other co-manager was the Debtor's wife, Sally Sue Cohen. Pursuant to a letter agreement dated as of December 12, 2012, and other instruments, BH extended a revolving line of credit to the Borrowers in the maximum principal amount of $4,500,000 and made a term loan to the Borrowers in the principal amount of $700,000. The Borrowers' prior lender was Bank Leumi USA. The proceeds of the Loans made by BH to the Borrowers were used to pay off similar loans that were outstanding at that time from the Borrowers to Bank Leumi USA. To induce BH to make the Loans, the Borrowers and the Debtor submitted a loan application, on which the Borrowers were required to submit financial statements, Peter H. Levitt, Esq., at Shutts & Bowen LLP, in Miami, Florida -- plevitt@shutts-law.com -- tells the Court. He asserts that BH relied on the Borrower's financial statements, among other documents and information, in making a credit decision. The Borrowers defaulted under the Loans by failing to repay the Loans when they matured on April 1, 2014, and by committing numerous other defaults, Mr. Levitt says. As of the Petition Date, the Borrowers and the Debtor, as the guarantor of the Loans, owed BH $4,888,460, without default interest and attorney's fees and costs. Mr. Levitt notes that no portion of this amount has been repaid. Mr. Levitt alleges that the Debtor knew the Financial Statements were false and inaccurate. He argues that among other things, the Financial Statements failed to disclose that DIT was indebted on numerous other loans obtained by DIT from private lenders aggregating over $6.6 million, many of whom were business associates, friends or family members of the Debtor or his wife. He insists that the Other Loans were purposefully not documented in order to conceal their existence. BH, hence, seeks judgment in its favor and against the Debtor determining that the Debtor's debt to BH is not discharged and granting BH other and further relief. Emanuel L. Cohen, D.I.T. Inc., and Salon's Best, Inc., filed Chapter 11 bankruptcy petitions (Bankr. S.D. Fla. Lead Case No. 14-23125) at West Palm Beach, Florida, on June 6, 2014. D.I.T. and Salon's Best disclosed $12 million in assets and debt. Emanuel L. Cohen disclosed $6,699,546 in assets and $14,116,055 in liabilities as of the Petition Date. Kenneth S. Rappaport, Esq., at Rappaport Osborne & Rappaport, PL, in Boca Raton, Florida, serves as counsel to the Debtors. As reported in the Troubled Company Reporter on July 25, 2014, the U.S. Trustee notified the Bankruptcy Court that until further notice, it will not appoint a committee of creditors pursuant to Section 1102 of the Bankruptcy Court. ENERGY FUTURE: Hires Balch & Bingham as Environmental Counsel ------------------------------------------------------------- Energy Future Holdings Corp., and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the District of Delaware to employ Balch & Bingham LLP as special counsel for certain environmental matters, nunc pro tunc to Oct. 1, 2014. Balch & Bingham's representation of the Debtors will include, but shall not be limited to, the following services: (a) litigating against entities, including government and non- governmental entities, who seek civil penalties or injunctive relief related to the Debtors' coal-fueled and other generation units; (b) providing environmental and regulatory compliance counseling, permitting, and other guidance; (c) representing the Debtors in administrative proceedings on environmental matters; (d) seeking judicial review and clarification over certain environmental rules and regulations; and (e) drafting documents related to all the Services above. As set forth in the Gidiere Declaration, upon execution of the Retainer Letter, the Debtors paid $500,000 to Balch & Bingham as a classic retainer before the Petition Date. Pursuant to the Retainer Letter, Balch allocated the Retainer amount toward a portion of Balch & Bingham's fees and disbursements before the Petition Date. As of the Petition Date, Balch & Bingham had been paid for all professional services and expenses rendered to the Debtors prior to the Petition Date. As a Tier 1 OCP, Balch & Bingham sought fees and expenses post-petition through Sept. 30, 2014, in accordance with the procedures set forth in the OCP Order. Pursuant to the Retainer Letter, Balch & Bingham intends to apply the Excess Fees toward the Retainer. Balch & Bingham will also be reimbursed for reasonable out-of- pocket expenses incurred. P. Stephen Gidiere III, partner at Balch & Bingham, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the District of Delaware will hold a hearing on the application on Oct. 28, 2014, at 12:00 p.m. Objections, if any, are due Oct. 21, 2014, at 4:00 p.m. Balch & Bingham can be reached at: P. Stephen Gidiere III, Esq. BALCH & BINGHAM LLP 1901 Sixth Avenue North, Ste. 1500 Birmingham, AL 35203-4642 Tel: (205) 226-8735 Fax: (205) 488-5694 E-mail: sgidiere@balch.com About Energy Future 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. ESP RESOURCES: Unit Inks $4-Mil. Factoring Pact With Transfac ------------------------------------------------------------- ESP Resources, Inc., announced that its wholly-owned subsidiary, ESP Petrochemicals, Inc., has entered into a factoring agreement for up to $4,000,000 with Transfac Capital, Inc. The Agreement replaces the Company's previous factoring facility that carried a higher interest rate. The Factoring Agreement has an initial term of two years with automatically renewing successive Contract Terms. The Factoring Agreement may be terminated by the Company at the end of a Contract Term by providing notice to Transfac no more than 90 and no less than 60 days before the end of the current Contract Term. Transfac may terminate the Factoring Agreement at any time upon 30 days notice of an event of default. Under the terms of the Factoring Agreement, Transfac may purchase any accounts submitted by the Company. The Company shall pay a servicing fee equal to the greater of 0.75% or $10 and will be subject to others fees and charges and may be required to establish a reserve account as set forth in greater detail in the Factoring Agreement set forth as an exhibit to this current report and incorporated herein by reference. The Factoring Agreement is secured by substantially all of the Company's assets and personally guaranteed by David Dugas and Tony Primeaux and guaranteed by ESP Resources, Inc. and ESP Ventures, Inc. David Dugas, President & CEO stated, "When we decided in early 2013 to discontinue certain non-core divisions and focus on our core production petrochemical business, our expectation was that we would gain new customers. We are pleased to announce that we have been successful in those efforts with the acquisition of 11 new customers in the regions of South Louisiana, North and South Texas and Southern Oklahoma. With the acquisition of these new customers, our revenue has increased substantially in this third quarter of 2014 compared to the third quarter last year. We anticipate the same positive trends in the coming quarters and the continued improvement of our cash flows and gross margins." Mr. Dugas continued, "This new credit line with Transfac bolsters our working capital needs so that we can support our supply chain and service our pipeline of business with new and existing customers." A copy of the Purchase and Sale Agreement between ESP Petrochemicals, Inc. and Transfac Capital, Inc. executed Oct. 1, 2014, is available for free at http://is.gd/uBpjBJ About ESP Resources The Woodlands, Texas-based ESP Resources, Inc., through its subsidiaries, manufactures, blends, distributes and markets specialty chemicals and analytical services to the oil and gas industry and also provides services for the upstream, midstream and downstream sectors of the energy industry, including new construction, major modifications to operational support for onshore and offshore production, gathering, refining facilities and pipelines designed to optimize performance and increase operators' return on investment. ESP Resources reported a net loss of $5.23 million on $10.59 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $5.08 million on $16.98 million of net sales in 2012. The Company's balance sheet at March 31, 2014, showed $6.33 million in total assets, $11.17 million in total liabilities and a $4.83 million total stockholders' deficit. MaloneBailey, LLP, in Houston, Texas, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred net losses through Dec. 31, 2013, and has a working capital deficit as of Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. FISKER AUTOMOTIVE: Committee Professionals Seek 53.7% in Bonuses ---------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that professionals representing the Official Committee of Unsecured Creditors appointed in the Chapter 11 case of Fisker Automotive Inc. are seeking bonuses of 53.7% for opposing a quick sale and ultimately arranging a recovery up to 100 times more than the company's initial offer of $500,000. According to the report, law firms Brown Rudnick LLP and Saul Ewing LLP and financial adviser Emerald Capital Advisors Corp., who said they overcame considerable odds and bore a constant risk of nonpayment to achieve "spectacular" results, want bonuses aggregating about $2.5 million on top of about $4.6 million of fees they earned based on hourly charges and some $45,500 for fees and expenses incurred before their retentions because of their "substantial contribution" during that time. About Fisker Automotive Fisker Automotive Holdings, Inc., developer of the Karma plug-in hybrid electric sedan, filed a petition for Chapter 11 protection (Bankr. D. Del. Case No. 13-13087) on Nov. 22, 2013. Fisker estimated assets of more than $100 million and listed debt of $500 million in its bankruptcy petition. The assets include an assembly plant purchased for $21 million from General Motors Corp. The plant never operated. The cars were assembled in Finland. Fisker received a $529 million loan from the Department of Energy's Advanced Technology Vehicles Manufacturing Loan Program and drew down about $192 million before the department froze the loan after Fisker failed to hit several development targets. The company defaulted on its loan in April 2013. Bankruptcy Judge Kevin Gross presides over the case. The Debtors have tapped James H.M. Sprayregen, P.C., Esq., Anup Sathy, P.C., Esq., and Ryan Preston Dahl, Esq., at Kirkland & Ellis LLP, in Chicago, Illinois, as co-counsel; Laura Davis Jones, Esq., James E. O'Neill, Esq., and Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, in Wilmington, Delaware, as co-counsel; Beilinson Advisory Group as restructuring advisors; and Rust Consulting/Omni Bankruptcy, as notice and claims agent and administrative advisor. On Nov. 5, 2013, the Official Committee of Unsecured Creditors was appointed. The members are: (a) David M. Cohen; (b) Sven Etzelsberger; (c) Kuster Automotive Door Systems GmbH; (d) Magna E-Car USA, LLC; (e) Supercars & More SRL; and (f) TK Holdings Inc. The Committee is represented by William R. Baldiga, Esq., and Sunni P. Beville, Esq., at Brown Rudnick LLP; and Mark Minuti, Esq., at Saul Ewing LLP. Emerald Capital Advisors Corp. is the financial advisors for the Committee. Fisker sought bankruptcy protection to pursue a private sale of its business to Hybrid Tech Holdings, LLC. The Committee, however, wants a sale public sale, and has identified Wanxiang America Corporation as stalking horse bidder. Hybrid was initially under contract to buy Fisker in exchange for $75 million of the $168.5 million government loan it acquired immediately before the Debtor's Chapter 11 filing. Hybrid later raised its offer by adding an additional $1 million cash and agreeing to share proceeds from the sale of a facility in Delaware it doesn't intend to operate. Hybrid also offered to pay real estate taxes on the Delaware plant. Hybrid also will waive $90 million in deficiency claims that otherwise would dilute unsecured creditors' recovery. Wanxiang, as stalking horse bidder, initially offered $25.8 million in cash. However, Wanxiang has said it has raised its offer by $10 million and is willing to go higher. After the hearings on Jan. 10 and 13, the Court directed a public auction, and capped Hybrid's credit bid to $25 million. In response, Hybrid raised its offer to $55 million. Hybrid is represented by Tobias Keller, Esq., and Peter Benvenutti, Esq., at Keller & Benvenutti LLP, in San Francisco, California. Wanxiang, which bought A123 Systems, Inc., a manufacturer of lithium-ion batteries used in electric vehicles such as the Fisker Karma, in a bankruptcy auction early in 2013 for $256.6 million, is represented in Fisker's case by Sidley Austin LLP's Bojan Guzina, Esq., and Andrew F. O'Neill, Esq.; and Young Conaway Stargatt & Taylor, LLP's Edmon L. Morton, Esq., Robert S. Brady, Esq., and Kenneth J. Enos, Esq. On Feb. 19, 2014, the Bankruptcy Court approved the sale of Fisker's assets to Wanxiang America Corporation. The sale closed on March 24. The sale to Wanxiang is valued at approximately $150 million, Fisker said in a news statement. On March 27, 2014, the Court authorized Fisker Automotive Holdings to change its name to FAH Liquidating Corp. and its affiliate, Fisker Automotive Inc., to FA Liquidating Corp., following the sale. FA Liquidating Corp. (F/K/A Fisker Automotive, Inc.) and FAH Liquidating Corp. (F/K/A Fisker Automotive Holdings, Inc.) notified the U.S. Bankruptcy Court for the District of Delaware that their Second Amended Chapter 11 Plan of Liquidation became effective as of Aug. 13, 2014. FLUX POWER: Signs $500,000 Credit Agreement With Leon Frenkel ------------------------------------------------------------- Flux Power Holdings, Inc., entered into a credit facility agreement for a line of credit in the maximum amount of $500,000 with Leon Frenkel, according to a regulatory filing with the U.S. Securities and Exchange Commission. Borrowings under the Line of Credit bears interest at 8% per annum, with all unpaid principal and accrued interest due and payable on Sept. 19, 2016, pursuant to the terms of the Secured Convertible Promissory Note. In addition, at the election of Lender, all or any portion of the outstanding principal, accrued but unpaid interest or late charges under the Note may be converted into shares of the Company common stock at any time at a conversion price of $0.12 per share. The borrowings under the Note is guaranteed by Flux Power, Inc., a California corporation and wholly owned subsidiary, and secured by all of the assets of the Company and Subsidiary pursuant to the terms of a certain Security Agreement and Guaranty Agreement dated as of Oct. 2, 2014. Proceeds from the Line of Credit can be solely used for working capital purposes. As of Oct. 7, 2014, the Company has borrowed approximately $100,000 under the Note. In consideration for the Line of Credit, on Oct. 2, 2104, the Company issued a Warrant Certificate to the Lender, entitling the Lender to purchase a certain number of shares of common stock of the Company equal to the outstanding advances under the Note divided by the Conversion Price, for a term of five years, and at an exercise price per share equal to $0.20. The Company retained Security Research Associates Inc., on a best- efforts basis, as its ?placement agent for the placement of the Note. The Company agreed to pay SRA for services rendered in ?conjunction with the Note in the amount of 5% of the gross proceeds ?raised and a warrant for the purchase of the common stock. The number of common stock subject ?to the warrant equals 5% of the aggregate gross proceeds from the Note received ?by the Company from the Lender divided by $0.20 per share. The warrant will have a term of 3 years and will include cashless exercise provisions as well as ?representations and warranties that are customary and standard in warrants issued to placement ?agents or underwriters. The exercise price will equal $0.20. The Company also ?agreed to reimburse SRA periodically, upon request, or upon termination of SRA's services, for ?SRA's expenses incurred in connection with SRA's financial advisory services, including fees and ?expenses of legal counsel, travel expenses and printing, with all such non-accountable fees and ?expenses not to exceed a combined aggregate amount of $1,000.? The Company's director and executive chairman of the Board of Directors, Timothy Collins, is the chief executive officer, president, director and shareholder of SRA. A copy of the Credit Facility Agreement is available for free at: http://is.gd/SFXPqK About Flux Power Escondido, California-based Flux Power Holdings, Inc., designs, develops and sells rechargeable advanced energy storage systems. Flux Power reported a net loss of $4.29 million on $358,000 of net revenue for the year ended June 30, 2014, compared to net income of $351,000 on $772,000 of net revenue for the year ended June 30, 2013. As of June 30, 2014, the Company had $462,000 in total assets, $1.24 million in total liabilities and a $784,000 total stockholders' deficit. Squar, Milner, Peterson, Miranda & Williamson, LLP, in San Diego, California, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company has incurred a significant accumulated deficit through June 30, 2014, and requires immediate additional financing to sustain its operations. These factors, among others, raise substantial doubt about the Company's ability to continue as a going concern. GBG RANCH: Taps Upton Mickits as Special Energy Counsel ------------------------------------------------------- GBG Ranch, Ltd. seeks authorization from the Hon. David Jones of the U.S. Bankruptcy Court for the Southern District of Texas to employ Upton, Mickits & Heymann, LLP as special energy counsel to the Debtor. The Debtor requires Upton Mickits to: (a) consult with the Debtor regarding oil, gas, and renewable energy leases and opportunities; (b) assist the Debtor in the analysis and negotiation of pipeline easements; (c) consult with and assisting the Debtor in the evaluation and, as applicable, negotiation of renewable energy leases; (d) review all necessary documentation is prepared to reflect the terms of any and all agreements; (e) assist the Debtor's existing counsel in analyzing and evaluating the Corrected Quita Wind Lease; (f) assist the Debtor's existing counsel, to the extent requested, in connection with the litigation of the validity and enforceability of the Corrected Quita Wind Lease in Adversary No. 14-5006; (g) assist the Debtor with the negotiation and evaluation of offers for the lease and sale of mineral classified lands owned by the Debtor; (h) assist the Debtor's Counsel regarding the evaluation and ultimate treatment and disposition of mineral classified lands in connection with the presentation and confirmation of a plan of reorganization to be proposed in the case; (i) assist the Debtor's Counsel and special counsel in the representation of the Debtor with any other matters that may arise during the case in the United States Bankruptcy Court for the Southern District of Texas. Upton Mickits has agreed to perform the legal services on an hourly fee basis at the negotiated hourly rate hourly rate of $300. This rate will be uniform for all shareholders of Upton Mickits. The firm has further agreed to an hourly rate of $85 for paralegals. The principal attorneys and paraprofessionals presently designated to represent the Debtor, and their current hourly rates, are: David L. Garrison, partner $300 John Heymann, partner $300 Kevin Mickits, partner $300 Joe Baucum, attorney $200 Alma Gillie, paralegal $85 Upton Mickits will also be reimbursed for reasonable out-of-pocket expenses incurred. David L Garrison, partner of Upton Mickits, 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. Upton Mickits can be reached at: David L. Garrison, Esq. UPTON, MICKITS & HEYMANN, LLP Frost Bank Plaza 802 N. Carancahua, Suite 450 Corpus Christi, TX 78401 Tel: (361) 884-0612 Fax: (361) 884-5291 E-mail: dgarrison@uhmlaw.com About GBG Ranch, LTD GBG Ranch, LTD, a Texas Limited Partnership, sought Chapter 11 protection (Bankr. S.D. Tex. Case No. 14-50155) in Laredo, Texas on July 8, 2014, without stating a reason. The company estimated assets of $50 million to $100 million and debt of less than $10 million. The company is represented by the Law Office of Carl M. Barto. GENTIVA HEALTH: Moody's Puts 'B3' CFR on Review for Upgrade ----------------------------------------------------------- Moody's Investors Services placed the ratings of Gentiva Health Services, Inc. under review for upgrade, including the company's B3 Corporate Family Rating, B3-PD Probability of Default Rating, B2 senior secured first lien credit facilities rating and Caa2 senior unsecured notes rating. Moody's concurrently affirmed Gentiva's speculative grade liquidity rating of SGL-3. This action follows the announcement that Gentiva has entered into a definitive agreement to be acquired by Kindred Healthcare, Inc. (Kindred, B1 under review for downgrade) in a transaction valued at $1.8 billion. The proposed acquisition, which has been approved by both companies' boards, is expected to be funded through the issuance of new debt and equity. The transaction is expected to close in the first quarter of 2015. Moody's expects that at closing, all of Gentiva's outstanding debt will be retired and that all of Gentiva's ratings will be withdrawn. On Review for Possible Upgrade: Issuer: Gentiva Health Services, Inc. Probability of Default Rating, Placed on Review for Upgrade, currently B3-PD Corporate Family Rating (Local Currency), Placed on Review for Upgrade, currently B3 Senior Secured Bank Credit Facility (Local Currency) Placed on Review for Upgrade, currently B2 (LGD3) Senior Unsecured Regular Bond/Debenture (Local Currency) Sep 1, 2018, Placed on Review for Upgrade, currently Caa2 (LGD5) Outlook Actions: Issuer: Gentiva Health Services, Inc. Outlook, Changed To Rating Under Review From Negative Affirmations: Issuer: Gentiva Health Services, Inc. Speculative Grade Liquidity Rating, Affirmed SGL-3 Rating Rationale The review for upgrade is based upon Moody's view that, should the acquisition by Kindred be consummated, that Gentiva will become part of an enterprise with a stronger overall credit profile (and hence a potentially higher rating) than if Gentiva remains a standalone company. Excluding the possible acquisition by Kindred, Gentiva's current B3 Corporate Family Rating reflects the company's high financial leverage and weak operating performance. The company's earnings are vulnerable to industry challenges, mainly arising from reimbursement rate cuts from Medicare in the home health sector and volume pressure in the hospice business. The company is heavily reliant on government related payors (88% total revenue pro forma for the Harden acquisition). The rating also incorporates Moody's expectation for leverage to remain between 5.5 to 6.5 times debt/EBITDA as earnings deteriorate with anticipated rate cuts. Looking at Gentiva on a stand-alone basis, Moody's gives positive rating consideration is given to the company's favorable scale, geographic diversity and market leadership in both home health and hospice, a relatively fragmented market. Moody's further recognizes Gentiva's recent volume growth in the home health segment and reimbursement rate increase for the hospice sector in 2014 and 2015 (as proposed) that should partially offset some of the earnings pressure. In addition, Moody's anticipates that Gentiva's capital expenditures will remain modest, and that the company will be free cash flow positive in the next 12-18 months. Gentiva Health Services, Inc. ("Gentiva"; NASDAQ: GTIV) is a leading provider of home health and hospice services in the US. The company offers direct home nursing and therapies, including specialty programs, as well as hospice care with over 400 locations in 40 states. Gentiva reported revenues of approximately $1.9 billion for the last twelve months ended June 30, 2014. The principal methodology used in this rating was the Global Healthcare Service Providers 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. GENTIVA HEALTH: S&P Puts B CCR on Watch Pos. Over Kindred Merger ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B' corporate credit rating and issue-level ratings on Gentiva Health Services Inc. on CreditWatch with positive implications. The CreditWatch placement follows the definitive merger agreement with Kindred Healthcare Inc. to acquire all of Gentiva's outstanding shares for a total transaction price of about $1.8 billion. Gentiva entered into a definitive merger agreement with Kindred in which Kindred will acquire all of Gentiva's common stock for $19.50 per share in a combination cash and stock deal. Under the terms, Gentiva will receive $14.50 per share in cash and $5.00 per share of Kindred common stock. The transaction is valued at $1.8 billion. The combination of the two companies will enhance Kindred's industry leading position in the post-acute and rehabilitation services industry and make Kindred the largest and most geographically diverse home health and hospice organization in the U.S. S&P's ratings on Kindred are unchanged following the announcement. "We will resolve the CreditWatch placement once the transaction is closed in early 2015 and Gentiva's outstanding debt is redeemed," said Standard & Poor's credit analyst Tahira Wright. "We will likely raise our 'B' corporate credit rating on Gentiva to match the 'B+' rating on Kindred. We will subsequently withdraw the corporate credit and issue-level ratings on Gentiva following the close of the transaction." GLOBALSTAR INC: Files Presentation Materials With SEC ----------------------------------------------------- During Globalstar's previously announced conference call held on Oct. 9, 2014, written presentation materials were used. Topics of the presentation include, among other things, business fundamentals and financial performance overview. The text copy of the presentation materials is available for free at: http://is.gd/daVcVP About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $591.11 million in 2013, a net loss of $112.19 million in 2012 and a net loss of $54.92 million in 2011. As of June 30, 2014, the Company had $1.32 billion in total assets, $1.53 billion in total liabilities and a $204.45 million total stockholders' deficit. GREAT NORTHERN: Bankruptcy an Issue in Maine's Race for Governor ---------------------------------------------------------------- Stephanie Gleason, writing for The Wall Street Journal, reported that the closure of Great Northern Paper Co.'s paper mill in Maine and subsequent bankruptcy of the company has become a campaign issue in the state's race for governor, with a lagging gubernatorial hopeful trying to bring into the race the state money provided to the paper producer's owner Cate Street Capital. According to the report, independent candidate Eliot Cutler said in a news conference stated: "Before the state of Maine goes the way of the Great Northern Paper Company, we need new management." Headquartered in Millinocket, Maine, Great Northern Paper, Inc., one of the largest producers of groundwood specialty papers in North America, filed for chapter 11 protection on January 9, 2003 (Bankr. Maine, Case No. 03-10048). Alex M. Rodolakis, Esq., and Harold B. Murphy, Esq., at Hanify & King, P.C., represented the Debtor. When the Company filed for chapter 11 protection, it listed debts and assets of more than $100 million each. In early 2003, Belgravia purchased substantially all of the Debtor's assets for approximately $75 million. The Maine Bankruptcy Court converted the Debtor's case to a chapter 7 liquidation proceeding on May 22, 2003. Gary M. Growe was the chapter 7 Trustee for the Debtor's estate. Jeffrey T. Piampiano, Esq., at Drummond Woodsum & MacMahon represented the chapter 7 Trustee. GNP Maine Holdings LLC, dba Great Northern Paper Company, filed a voluntary petition for Chapter 7 bankruptcy on Sept. 22 (Bankr. D. Del. Case No. 14-12179) in Wilmington, Delaware. The next day, three of Great Northern's trade creditors filed an involuntary Chapter 7 petition (Bankr. D. Maine Case No. 14-10756). GT ADVANCED: Proposes KCC as Claims and Balloting Agent ------------------------------------------------------- GT Advanced Technologies Inc. and its affiliated debtors ask the Bankruptcy Court to approve the retention of Kurtzman Carson Consultants LLC as notice, claims, and balloting agent to GTAT in connection with the chapter 11 cases, effective nunc pro tunc to the Petition Date. GTAT proposes to employ KCC as the authorized notice, claims, and balloting agent to, among other things, undertake mailings as directed by GTAT, the Court, or the United States Trustee, and as required by the Bankruptcy Code, the Bankruptcy Rules, or the LBR, all in accordance with that certain Services Agreement, dated as of October 6, 2014 between KCC and GTAT. The Fee Structure, which provides for the rates or prices agreed to by the parties as to payment of KCC's services and expenses, were not included in the copy of the Services Agreement that's publicly available. The Debtors believe that KCC is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. The firm can be reached at: KURTZMAN CARSON CONSULTANTS LLC 2335 Alaska Ave. El Segundo, CA 90245 Attn: Drake D. Foster Tel: (310) 823-9000 Fax: (310) 823-9133 E-mail: dfoster@kccllc.com About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Headquartered in Merrimack, New Hampshire, GT is a publicly held corporation whose stock is traded on NASDAQ under the ticker symbol "GTAT." As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: To Close Arizona, Massachusetts Sapphire Plants ------------------------------------------------------------ Joseph Checkler, writing for Daily Bankruptcy Review, reported that GT Advanced Technologies Inc. said it will close its Arizona and Massachusetts plants, costing 890 people their jobs. According to the DBR report, in filings with U.S. Bankruptcy Court in New Hampshire, GT Advanced called its agreements with Apple Inc. to produce sapphire materials for iPhones "oppressive and burdensome" and that terminating their deal was the only way to stop the bleeding. Peg Brickley, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Henry Boroff has ruled that GT Advanced and Apple can keep the details of their arrangement confidential and directed GT Advanced to seal court papers that explain what went wrong in the financing and supply arrangement with Apple, GT's largest creditor and once its potentially largest customer. About GT Advanced Technologies GT Advanced Technologies Inc. -- http://www.gtat.com/-- is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Headquartered in Merrimack, New Hampshire, GT is a publicly held corporation whose stock is traded on NASDAQ under the ticker symbol "GTAT." As of June 28, 2014, the GTAT Group's unaudited and consolidated financial statements reflected assets totaling $1.5 billion and liabilities totaling $1.3 billion. As of Sept. 29, 2014, GTAT had $85 million in cash, $84 million of which is unencumbered. On Oct. 6, 2014, GT Advanced Technologies and 8 affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code (Bankr. D. N.H. Lead Case No. 14-11916). GT says that it has sought bankruptcy protection due to a "severe liquidity crisis." The Debtors have tapped Nixon Peabody LLP and Paul Hastings LLP as attorneys and Kurtzman Carson Consultants LLC as claims and noticing agent. GT ADVANCED: Liquidity Issues Led to Bankruptcy, Court Papers Say ----------------------------------------------------------------- Preliminary court papers say that GT Advanced Technologies Inc.'s bankruptcy was said to be due to 'severe liquidity issues'. Mark Osborne at PV-Tech relates that no other financial issues, including convertible bonds not due until 2016 and 2017 would seem to explain the Debtor's sudden liquidity issues. The report says that the Debtor disclosed it had $85 million in cash when it filed for bankruptcy. According to PV-Tech, the Debtor had reported $333 million in cash at the end of the second quarter of 2014, indicating it spent $248 million in the third quarter as it primarily invested in its sapphire substrate manufacturing plant as part of its deal with Apple Inc. The report says that the Debtor's executives had noted in the second quarter earnings call in August that it expected the third Apple prepayment of $103 million during the third quarter, while a fourth payment from Apple was expected at the end of October totalling $139 million. It would seem that the fourth payment was not received, forcing the Debtor into bankruptcy, the report states. As reported by the Troubled Company Reporter on Oct. 7, 2014, Joseph Checkler and Matt Jarzemsky, writing for Daily Bankruptcy Review, reported that Apple indicated it wasn't using sapphire screens on its latest iPhones. According to the report, the Debtor filed for Chapter 11 bankruptcy protection less than a month later. PV-Tech relates that it is unclear whether the Debtor failed to meet operational targets for Apple or whether other circumstances around the business relationship with Apple led to the bankruptcy proceedings. GT Advanced Technologies Inc. is a diversified technology company producing advanced materials and innovative crystal growth equipment for the global consumer electronics, power electronics, solar and LED industries. Its technical innovations accelerate the use of advanced materials, enabling a new generation of products across this diversified set of global markets. HAMPDEN COUNTY PHYSICIAN: Files for Bankr., To Sell 5 Locations --------------------------------------------------------------- Jim Kinney, writing for Masslive.com, reports that Hampden County Physician Associates, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Mass. Case No. 14-30961) on Oct. 2, 2014, and will sell five of 14 locations to Sisters of Providence Heath System. Sisters of Providence has confirmed that it is talks to acquire parts of the Debtor's medical practices, the report says. The Debtor owes: (i) $669,000 to Connecticut Physician Services, the largest single creditor; (ii) $248,000 to landlord Carew Chestnut Partners LLC, owners of the new building on the Mercy campus partially rented to the Debtor; (iii) $2.3 million in secured debt to TD Bank; and (iv) $1 million in secured debt to Sisters of Providence. The Debtor estimated its liabilities and assets at $1 million to $10 million each. The Debtor also sought authorization from the U.S. Bankrutpcy Court for the District of Massachussets to pay $288,000 in wages earned before the petition was filed, then to continue paying its people as it operates during reorganization. Masslive.com relates that the Debtor has not paid the IT vendors, which might result in the Debtor's loss of access to the computing "cloud" that store medical and business records. Masslive.com states that aside from the management's unfruitful attempts on business expansion that drove up expenses, the Debtor told the Court that resignation and retirement of several of its health-care providers in the past two years resulted in a drop in revenue. More doctors might leave the practice before any sales are completed, making it impossible for the practice to properly care of patients, Masslive.com relates, citing Joseph B. Collins, Esq., at Hendel & Collins, the attorney for the Debtor. Mr. Collins, according to Masslive.com, might ask the Cout to let the practice out of the contracts binding those doctors to the practice. Mr. Collins told the Court those contracts guarantee a pay scale the Debtor can no longer afford, the report says. Masslive.com reports that the Court plans to appoint a health care ombudsman in the case. Headquartered in Springfield, Massachussets, Hampden County Physician Associates, LLC, one of the oldest and largest doctor's practices in the region, has 68 health care providers, which include doctors and other professionals, that serve about 55,000 patients. It has 27 member physicians. The business enterprise employs a total of about 300 individuals and has 14 offices. HDOS ENTERPRISES: Holders of Claims Overwhelmingly Accept Plan -------------------------------------------------------------- HDOS Enterprises reveals that Holders of Claims and Interests entitled to vote on the Debtor's combined Disclosure Statement and Chapter 11 Plan of Reorganization have voted overwhelmingly to accept the Plan. The Debtor filed with the U.S. Bankruptcy Court for the Central District of California the tabulation and certification of ballots voting to accept or reject the Plan provided by its claims administrator and noticing agent. All of the holders of claims under Class 3, Class 4 and Class 5 voted to accept the Plan. The Plan, filed on Aug. 4, provides full payment to holders of allowed secured claims totaling about $2.4 million, general unsecured claims totaling about $1.9 million, and lease rejection claims totaling about $1.7 million. The unsecured claim, if any, of the employee stock ownership plan, or ESOP, would be subordinated to secured claims, general unsecured claims, and lease rejection claims. The Plan was amended on August 22. Under the Amended Plan, the Debtor stated that it holds $8,256,644.99 in cash as a result of the sale of substantially all of its assets, which sale closed on Aug. 21. A copy of the claims administrator's declaration containing the ballot report is available for free at: http://bankrupt.com/misc/HDOSEnterprises_BallotReport.pdf 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 (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3, 2014. 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. HDOS ENTERPRISES: To Serve as Disbursing Agent Under Exit Plan -------------------------------------------------------------- HDOS Enterprises filed a supplement to its combined Disclosure Statement and Chapter 11 Plan of Reorganization disclosing that the Reorganized Debtor will serve as the Disbursing Agent to (i) make all distributions provided for under the Plan, and (ii) enforce the terms of the Royalty Agreement. Dan Smith, the Reorganized Debtor's chief executive officer, and Dan Bylund, the Reorganized Debtor's chief financial officer, will assist the Reorganized Debtor during October 2014 in making all distributions provided for under the Plan. For the month of October 2014, Messrs. Smith and Bylund will each be compensated at their salary rate of $23,076 and $14,307, respectively. After October 31, 2014, Mr. Smith will continue providing assistance as needed to the Reorganized Debtor and its counsel at a rate of $150 per hour. The Plan, filed on Aug. 4, provides full payment to holders of allowed secured claims totaling about $2.4 million, general unsecured claims totaling about $1.9 million, and lease rejection claims totaling about $1.7 million. The unsecured claim, if any, of the employee stock ownership plan, or ESOP, would be subordinated to secured claims, general unsecured claims, and lease rejection claims. The Plan was amended on August 22. Under the Amended Plan, the Debtor stated that it holds $8,256,644.99 in cash as a result of the sale of substantially all of its assets, which sale closed on Aug. 21. A full-text copy of the Plan dated Aug. 4, 2014, is available at http://bankrupt.com/misc/HDOSplan0804.pdf A redlined version of the Amended Disclosure Statement is available at http://bankrupt.com/misc/HDOSds0822.pdf 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 (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3, 2014. 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. HOUSTON REGIONAL: Judge Says Comcast Can't Recover $100-Mil. ------------------------------------------------------------ Law360 reported that U.S. Bankruptcy Judge Marvin Isgur in Texas has ruled from the bench that Comcast Corp. can't recover $100 million from Houston Regional Sports Network LP, saying the interest of Comcast, which jointly owns the network with the Houston Astros and Houston Rockets, ?inconsequential.? Comcast is threatening to appeal the ruling, which, according to Katy Stech, writing for Daily Bankruptcy Review, paves the way for the struggling sports network to emerge from Chapter 11 by pushing through with the Houston Rockets plan to sell to AT&T Inc. and DirecTV LLC. Law30 reported that Comcast attorney Craig Goldblatt of WilmerHale told Judge Marvin Isgur his client plans to ask the Fifth Circuit to overturn the judge's ruling. 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. HS INVESTMENT: Case Summary & 5 Unsecured Creditors --------------------------------------------------- Debtor: HS Investment Group Inc 3811 South Main Street Vineland, NJ 08360 Case No.: 14-30719 Chapter 11 Petition Date: October 9, 2014 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Judith H. Wizmur Debtor's Counsel: Scott Eric Kaplan, Esq. SCOTT E. KAPLAN, LLC 12 North Main St., PO Box 157 Allentown, NJ 08501 Tel: 609-259-1112 Fax: 609-259-5600 Email: scott@sekaplanlaw.com Total Assets: $1.20 million Total Liabilities: $1.65 million The petition was signed by Huy Lam, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-30719.pdf IBAHN CORP: Seeks Extension of Removal Period Until Jan. 2015 ------------------------------------------------------------- iBahn Corporation, et al., ask the U.S. Bankruptcy Court for the District of Delaware to extend the time by which they may file notices of removal with respect to civil actions pending as of the Petition Date through and including January 31, 2015. The Debtors also ask the Court to extend the time by which they may file notices of removal with respect to civil actions initiated after the Petition Date to the later of (i) January 31, 2015, and (ii) the shorter of (A) 30 days after receipt of a copy of the initial pleading setting forth the claim or cause of action sought to be removed, or (B) 30 days after receipt of the summons if the initial pleading has been filed with the court but not served with the summons. The current removal deadline was slated to expire October 1, 2014, absent an extension. The Debtors submit that the extension of the current removal deadline will afford them the opportunity necessary to make fully- informed decisions concerning removal of any action and will assure that the Debtors do not forfeit valuable rights under Section 1452 of the Judicial Code with respect to any pending or prospective litigation commenced by or against the Debtors. The Court will convene a hearing on October 28, 2014, at 9:30 a.m. (prevailing Eastern Time) to consider the Motion to Extend. Objections are due on October 14. About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. INDEX RECOVERY: Disclosure Statement Hearing Set for October 23 --------------------------------------------------------------- Index Recovery Company, LP, formerly known as SPhinX Managed Futures Index Fund, LP, asks the United States Bankruptcy Court for the Northern District of New York to approve its Disclosure Statement accompanying the Debtor's Plan of Liquidation dated September 25, 2014. The Debtor submits that the Disclosure Statement contains adequate information within the meaning of Section 1125 of the Bankruptcy Code and, thus, should be approved. The Debtor also asks the Court to approve the Debtor's proposed procedures for the solicitation of votes on the Plan, and to schedule a date for the confirmation hearing of and the deadline for filing objections to the Plan. The Debtor requests that the Court set October 23, 2014, as the "Record Holder Date" for voting purposes. Pursuant to the Plan, Classes 3 (Subordinated Unsecured Claims) and 4 (Interests) are the only classes entitled to vote under the Plan. All other classes of claims are rendered unimpaired under and, therefore, deemed to have accepted, the Plan without voting. Although Class 4 (Interests) will receive no distribution under the Plan and would normally, therefore, be deemed to reject the Plan without voting, the Debtor is requesting that the Class 4 Interest holders be permitted to vote for or against the Plan, should they so desire. Every holder of a Class 4 Interest is also the holder of a Class 4 Subordinated Unsecured Claim arising out of the redemption of 95% of their Interests, and the Debtor believes it is appropriate to permit those Persons to vote their Class 3 and 4 Claims and Interests consistently. The Debtor requests that the Court schedule a hearing on confirmation of the Plan in late November or early December 2014. In connection therewith, the Debtor asks that the Court direct that any objections to the Plan be filed no later than seven days prior to the Confirmation Hearing, at 4:00 p.m. prevailing Eastern Time. The Court will convene a hearing on October 23, 2014, at 10:30 a.m. to consider the approval of the Disclosure Statement. About Index Recovery Group Index Recovery Group, LP, sought Chapter 11 protection (Bankr. N.D.N.Y. Case No. 14-61434) in Utica, New York, on Sept. 2, 2014. The Debtor disclosed total assets of $13.76 million and total liabilities of $35.48 million. Judge Diane Davis presides over the case. The Debtor is represented by Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C. INTELLICELL BIOSCIENCES: Amends Previously Filed Reports With SEC ----------------------------------------------------------------- Intellicell Biosciences, Inc., had restated its annual report on Form 10-K for the year ended Dec. 31, 2013, and quarterly report on Form 10-Q for the period ended March 31, 2014, to reflect certain corrections made in connection with the Company's accounting for the application of fair value assessment for transactions involving derivative obligations related to the issuance of convertible debt instruments. The Company also detected errors in the recording of debt discounts, upon issuance of debt instruments. These incorrectly recorded debt discounts also affected amortization expense for the fiscal year ended Dec. 31, 2013. For the year ended Dec. 31, 2013, the Company reported a revised net loss of $15.86 million compared to a net loss of $11.14 million as reported. The Company reported a net loss of $10.24 million for the three months ended March 31, 2014, compared to a net loss of $13 million as previously reported. A copy of the Form 10-K/A is available for free at: http://is.gd/FmjbVZ A copy of the Form 10-Q/A is available for free at: http://is.gd/OOLq6u 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. The Company's balance sheet at March 31, 2014, showed $4.09 million in total assets, $20.95 million in total liabilities and a $16.85 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. INTELLICELL BIOSCIENCES: Amends Q3 2013 Quarterly Report -------------------------------------------------------- Intellicell Biosciences, Inc., had amended its quarterly report on Form 10-Q/A filed with the U.S. Securities and Exchange Commission on Nov. 25, 2013, to reflect certain corrections made in connection with the Company's accounting for the application of fair value assessment for transactions involving derivative obligations related to the issuance of convertible debt instruments. The transactions include: (1) derivative valuation at inception of the debt instrument; (2) upon conversion of the instrument to common stock; (3) upon assignment of the debt instrument; and (4) upon valuation of the derivative at Sept. 30, 2013. The Company also detected errors in the recording of debt discounts, upon issuance of debt instruments. These incorrectly recorded debt discounts also affected amortization expense for the quarter ended Sept. 30, 2013. As restated, the Company reported a net loss of $4.47 million for the three months ended Sept. 30, 2013, compared to a net loss of $1.81 million as previously reported. For the nine months ended Sept. 30, 2013, the Company reported a revised net loss of $9.45 million compared to a net loss of $6.79 million as previously disclosed. A full-text copy of the Form 10-Q/A is available for free at: http://is.gd/bS2Sl1 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. INTELLICELL BIOSCIENCES: YA Global Has 0% Stake as of Oct. 9 ------------------------------------------------------------ In a Schedule 13G filed with the U.S. Securities and Exchange Commission, YA Global Master SPV, Ltd., disclosed that as of Oct. 9, 2014, it does not own any shares of common stock of Intellicell Biosciences, Inc. As the Investment Manager of YA Global, Yorkville Advisors Global, LP, may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. As a Managing Partner of Yorkville, the investment manager to YA Global, and as the portfolio manager to YA Global, Matthew Beckman may be deemed to beneficially own the same number of shares of Common Stock beneficially owned by YA Global. YA Global is the owner of derivative securities which have a cap that prevents each derivative security from being converted and/or exercised if such conversion and/or exercise would cause the aggregate number of shares of Common Stock beneficially owned by YA Global and its affiliates to exceed 9.9% of the outstanding shares of the Common Stock following such conversion and/or exercise of the derivative security. In addition, the cap pertaining to the derivative securities limits YA Global's entitlement to 9.9% of the Common Stock Deemed Outstanding of the Company for purposes of any corporate vote. A copy of the Schedule 13G is available for free at: http://is.gd/rql4mR 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. The Company's balance sheet at March 31, 2014, showed $4.09 million in total assets, $20.95 million in total liabilities and a $16.85 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. INTERMETRO COMMUNICATIONS: Fires Chief Financial Officer -------------------------------------------------------- InterMetro Communications, Inc., terminated Mr. David Olert from his position as the Company's chief financial officer, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. The Company engaged James Winter, the Company's Director of Finance and an employee of the Company for seven years, to act as interim chief financial officer until a permanent replacement is found. Mr. Winter, age 34, has served as the Company's director of finance since 2009. Prior to this role, he served as the Company's accounting manager. Prior to joining InterMetro in 2007, Mr. Winter served as Sr. Underwriter for The Lending Company, a national mortgage lending institution. Mr. Winter attended California State University, Fullerton. About InterMetro Simi Valley, Calif.-based InterMetro Communications, Inc., -- http://www.intermetro.net/-- is a Nevada corporation which through its wholly owned subsidiary, InterMetro Communications, Inc. (Delaware), is engaged in the business of providing voice over Internet Protocol ("VoIP") communications services. InterMetro Communications reported a net loss of $2.45 million on $11.57 million of net revenues for the year ended Dec. 31, 2013, as compared with net income of $699,000 on $20.06 million of net revenues in 2012. As of June 30, 2014, the Company had $3.36 million in total assets, $15.73 million in total liabilities and a $12.36 million total stockholders' deficit. Gumbiner Savett Inc., in Santa Monica, California, issued a "going cocern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred net losses in previous years, and as of Dec. 31, 2013, the Company had a working capital deficit of approximately $12,082,000 and a total stockholders' deficit of approximately $12,426,000. The Company anticipates that it will not have sufficient cash flow to fund its operations in the near term and through fiscal 2014 without the completion of additional financing. These factors, among other things, raise substantial doubt about the Company's ability to continue as a going concern INVERNESS DISTRIBUTION: Revolution Acquires Morgan Creek Library ---------------------------------------------------------------- Marc Graser, Senior Editor at Variety.com, reports that Revolution Studios said Tuesday it has acquired Inverness Distribution Limited's international distribution rights and copyrights of Morgan Creek's film library for $36.75 million. Gregg Kilday at The Hollywood Reporter relates that the deal was made through a competitive auction. Variety.com says that KPMG oversaw the liquidation of Morgan Creek's library, which includes 64 titles, on behalf of a syndicate of banks that included Societe Generale, Bank of Ireland, Santander, Commerzbank, and ING through the Chapter 11 sales process. According to Variety.com, Morgan Creek retains domestic rights. Headquaretered in New York, Inverness Distribution Limited, aka Morgan Creek International Limited, filed for Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 11-15939) on Dec. 30, 2011. Ira S. Greene, Esq., at Hogan Lovells US LLP, serves as the Debtor's bankruptcy counsel. The Debtor estimated its debts at between $50 million and $100 million, but didn't state any any amount for its assets. The petition was signed by Michael Morrison and Charles Thresh, joint provisional liquidators. INVISTA BV: Moody's Assigns 'Ba1' Corporate Family Rating --------------------------------------------------------- Moody's Investors Service assigned a Ba1 Corporate Family Rating (CFR) to INVISTA B.V. (IBV) and rated the proposed senior secured notes of INVISTA Finance LLC, Ba1. INVISTA Finance LLC is an indirect, wholly-owned subsidiary of INVISTA B.V. (IBV), which will guarantee the senior secured notes. The proceeds from the proposed notes will be used to repay borrowings under IBV's two revolving credit facilities ($420 million as of June 30, 2014) and fund future capital expenditures. Additionally, Moody's withdrew the rating on INVISTA's bank credit facility and IBV's long-term issuer rating. The outlook is stable. "INVISTA's Ba1 non-investment grade rating reflects the change in its owner's financial policy of operating the company on an unlevered basis and the decision to issue secured debt", stated James Wilkins, a Moody's Vice President. The following summarizes the ratings activity: Ratings assigned: INVISTA B.V. Corporate Family Rating - Ba1 Probability of Default Rating - Ba1-PD INVISTA Finance LLC Senior secured notes due 2019 -- Ba1, LGD3 Ratings Withdrawn: INVISTA B.V. Long Term Issuer Rating -- WR from Baa3 INVISTA S.A.R.L. $250 million bank credit facility -- WR from Baa3 Outlook: Stable Ratings Rationale IBV's Ba1 ratings is driven by its financial policy and secured capital structure. IBV operated without significant third party debt through the end of 2013, following the decision by its parent, Koch Industries, to contribute capital to IBV in 2009-2011 to repay all of its debt. IBV is now investing capital for new plants, capacity expansion projects, improvements to existing operations, a corporate ERP system as well as other areas, that require external financing. The decision to seek third party financing, rather than additional funding from Koch Industries, represents a change from its prior financial policy, under which the company operated without meaningful third party debt. Additionally, the choice of issuing secured debt is typical of a non-investment grade capital structure. IBV will significantly increase its leverage to approximately 2.4x as of June 30, 2014, on a pro forma basis, up from 2.0x (including Moody's standard analytical adjustments), although following completion of the capital projects, Moody's expect IBV's leverage metrics will be lower and continue to be supportive of a higher rating. INVISTA's ratings are supported by its business profile (including meaningful market shares and diversified operations) and scale (as measured by revenues of approximately $6 billion). The company has improved its profit margins over the past five years (EBITDA margin was 12% for the last twelve months ended June 30, 2014) and generates substantial retained cash flow. However, it will not generate positive free cash flow through mid 2016 as it spends heavily on capital projects. The commodity nature of IBV's products, swings in working capital requirements, raw material volatility and lack of backward vertical integration into key raw material feedstocks, are limiting factors for the rating. A weak market for nylon intermediates has also negatively impacted profits. The stable outlook reflects Moody's expectation that INVISTA will continue to generate substantial retained cash flow. Moody's would not consider upgrading INVISTA's ratings given its current financial policies and secured capital structure, even though Moody's expect the company's leverage metrics will be supportive of a higher rating. Should the company increase leverage above 3.5x or if retained cash flow / debt dropped below 20%, Moody's would consider lowering the rating. 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. INVISTA B.V. is headquartered in the United States and is one of the world's leading producers of chemical intermediates, polymers and fibers for use in the manufacture of nylon and spandex. The company is an independently managed, wholly-owned, indirect subsidiary of Wichita, Kansas based Koch Industries, Inc. Net sales were $5.9 billion in for the last 12 months ending June 30, 2014. INVISTA BV: S&P Retains 'BB+' CCR; Outlook Stable ------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BBB' issue rating and '1' recovery rating to INVISTA Finance LLC's (a subsidiary of INVISTA B.V.) proposed $750 million senior secured notes due 2019. The '1' recovery rating indicates S&P's expectation for very high (90% to 100%) recovery in the event of a payment default. The company will use the proceeds to repay existing debt under the revolving credit facilities and fund future capital spending. The existing ratings on INVISTA B.V., including the 'BB+' corporate credit rating, are unchanged. The outlook is stable. S&P's 'bb' stand-alone credit profile on INVISTA reflects a "weak" business risk profile and "intermediate" financial risk profile, as defined in S&P's criteria. There are no modifiers that affect the rating. S&P's corporate credit rating on INVISTA incorporates a one-notch uplift from the 'bb' stand-alone credit profile. S&P's assessment is that INVISTA is "moderately strategic" to the corporate group to which it belongs. This group consists of its parent, Koch Industries Inc., and various Koch Industries affiliates. Ratings List INVISTA B.V. Corporate Credit Rating BB+/Stable/-- New Rating INVISTA Finance LLC $750 mil sr secd notes due 2019 BBB Recovery Rating 1 ITR CONCESSION: Hires RL&F as Special Committee Counsel ------------------------------------------------------- ITR Concession Company LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ Richards, Layton & Finger, P.A. ("RL&F") as counsel to the special committee of the Board of Directors of Debtor Statewide Mobility Partners LLC nunc pro tunc to the Sept. 21, 2014 petition date. Subject to further Court order, and pursuant to the Engagement Letter, RL&F will serve as counsel to the Special Committee in connection with the Special Committee's duties and responsibilities for, among other things, running the process to effectuate a sale of all or substantially all of the assets of the Debtor Statewide Mobility Partners LLC and its subsidiaries. RL&F will be paid at these hourly rates: Mark D. Collins $800 Srinivas Raju $700 Michael J. Merchant $625 William A. Romanowicz $340 Lindsey Edinger $235 Directors $560-$800 Counsels $490 Associates $250-$465 Paraprofessionals $235 RL&F will also be reimbursed for reasonable out-of-pocket expenses incurred. On Sept. 19, 2014, the Debtors paid RL&F a total retainer of $75,000 in connection with RL&F's representation of the Special Committee. Prior to the Petition Date, RL&F drew down the Retainer in connection with work performed and expenses incurred pursuant to RL&F's representation of the Special Committee. Mark D. Collins, director of RL&F, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Illinois will hold a hearing on the application on Oct. 28, 2014, at 11:00 a.m. Objections, if any, are due Oct. 21, 2014, at 4:00 p.m. RL&F also intends to make reasonable efforts to comply with the U.S. Trustee's requests for additional information and additional disclosures set forth in the Guidelines for Reviewing Applications for Compensation and Reimbursement of Expenses Filed under 11 U.S.C. section 330 by Attorneys in Larger Chapter 11 Cases Effective as of Nov. 1, 2013 (the "Revised UST Guidelines"), both in connection with the Application and interim and final fee applications to be filed by RL&F in these chapter 11 cases. RL&F can be reached at: Mark D. Collins, Esq. RICHARDS, LAYTON & FINGER, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651-7531 E-mail: collins@rlf.com About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. ITR CONCESSION: Hires UBS Securities as Investment Banker --------------------------------------------------------- ITR Concession Company LLC and its debtor-affiliates seek authorization from the U.S. Bankruptcy Court for the Northern District of Illinois to employ UBS Securities LLC as investment banker and financial advisor to the special committee of the Board of Directors of Debtor Statewide Mobility Partners LLC nunc pro tunc to the Sept. 21, 2014 petition date. UBS Securities, as financial advisor for the Special Committee, will provide these services upon the request of the Special Committee: (a) advise and assist the Special Committee in analyzing, structuring, negotiating and effecting any Sale Transactions, including evaluating potential Sale Transactions and assisting the Special Committee in structuring, negotiating, and effecting the terms of a Sale Transaction; (b) provide, or arrange for its affiliates to provide, debt financing that will be available to prospective buyers in connection with a Sale Transaction to finance a portion of the consideration to be paid in connection with such Sale Transaction; (c) at the Special Committee's request, UBS Securities will meet with and provide information and updates on a regular basis to the Statewide Board of Directors and the Committee of Secured Parties and its respective legal counsel and financial advisors; and (d) provide testimony in these chapter 11 cases on behalf of the Special Committee with respect to any of the foregoing, if necessary. Subject to the Court's approval, UBS Securities intends to charge for services rendered to the Special Committee in these chapter 11 cases pursuant to the terms and conditions of the Engagement Letter. The Engagement Letter sets forth the terms for the payment of UBS Securities, which include these fees: (a) Transaction Fee. Upon the closing of a Sale Transaction UBS Securities shall earn a single fee, equal to (i) $8,000,000 plus (ii) 1.75 percent of Transaction Value for amounts in excess of $4,500,000,000 (the "Transaction Fee"); and (b) Monthly Fee. UBS Securities shall be entitled to receive a monthly fee of $200,000, payable on the first day of each month during the Term commencing on August 1, 2014 (collectively, the "Monthly Fees"); provided that (a) in no event shall the aggregate of all monthly fees exceed $1,400,000 and (b) all monthly fees paid to UBS Securities shall be credited against any Transaction Fee payable under the terms of the Engagement Letter. In addition to any fees payable to UBS Securities, under the terms of the Engagement Letter, the Debtors will reimburse UBS Securities for all reasonable out-of-pocket expenses, including legal fees, subject to a $75,000 cap, unless otherwise expressly approved by the Special Committee. Charles Otton, managing director of UBS Securities, assured the Court that the firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The Court for the Northern District of Illinois will hold a hearing on the application on Oct. 28, 2014, at 11:00 a.m. Objections, if any, are due Oct. 21, 2014, at 4:00 p.m. UBS Securities can be reached at: Charles Otton UBS SECURITIES LLC 1285 Avenue of the Americas New York, NY 10019 Tel: +1 (212) 713-2000 About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21 with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of approximately $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and approximately $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. JACQUELINE MELCHER: Sanctions Imposed on 'Vexatious' Litigant ------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Ronald M. Whyte in San Jose, California, sanctioned an individual in Chapter 7 who "opposed most substantive actions of the trustee to liquidate estate property," noting that the bankrupt's conduct, which resulted in more than 1,700 docket entries, was "clearly unreasonable and vexatious." The case is In re Jacqueline C. Melcher, 13-04930, U.S. District Court, Northern District California (San Jose). KELLERMEYER BERGENSONS: Moody's Assigns B3 Corp. Family Rating -------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating and a B3-PD probability of default rating to Kellermeyer Bergensons Services, LLC ("KBS"). At the same time, Moody's assigned a B2 rating to the company's proposed first lien senior secured credit facilities, including a $148 million term loan due 2021 and a $30 million revolving credit facility due 2019, and a Caa2 rating to proposed $65 million second lien senior secured term loan due 2022. The rating outlook is stable. This is the first time Moody's has assigned ratings to this issuer. GI Partners (the sponsor) has entered into a definitive agreement to acquire KBS, currently majority-owned by Kohlberg & Company. The acquisition will be financed with the proceeds from $240 million of first lien and second lien senior secured credit facilities and an equity contribution from the sponsor. The following rating actions were taken: Issuer: Kellermeyer Bergensons Services, LLC: Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; Proposed $148 million first lien senior secured term loan due 2021, assigned B2 LGD3-38%; Proposed $30 million first lien senior secured revolving credit facility due 2019, assigned B2 LGD3-38%; Proposed $65 million second lien senior secured term loan due 2022, assigned Caa2 LGD5-88%; The rating outlook is stable. Ratings Rationale The B3 corporate family rating reflects the relatively small size and scale of KBS compared to some of its rated consumer and business services peers, high pro forma debt leverage of nearly 7.0x debt-to-EBITDA (inclusive of Moody's standard adjustments and certain one-time items), weak pro forma EBITA-to-interest coverage of about 1.5x, and high customer concentration. The rating also reflects potential longer term risks associated with shareholder- friendly actions given the company's private equity ownership. The rating is supported by the non-discretionary nature of KBS' services, which translates into stable recurring revenues. The company's variable cost structure and the resulting relative stability of adjusted EBITDA margins, broad geographic footprint across the United States, long-term relationships with major customers in the retail industry, and increasing outsourcing trends further support the rating. The rating also reflects Moody's expectation for modest revenue growth and for positive free cash flow to be applied towards debt reduction in the next 12 to 18 months. The B2 rating on the first lien senior secured credit facilities reflects their first priority interest in all assets and capital stock of the company and its guarantors. The Caa2 rating on the second lien facilities reflects their junior position in the capital structure, and therefore their loss absorption. Moody's expects KBS to maintain an adequate liquidity position over the near term supported by modest free cash flow generation and the availability under the new $30 million revolving credit facility due 2019, which is expected to remain largely undrawn. However, the liquidity is constrained by limited cash balances and the credit agreement's net leverage maintenance covenant, which will include step-downs. The stable rating outlook reflects Moody's expectation of low to mid single digit revenue growth driven by new customer wins and existing customers, stable operating margins, and positive free cash flow to be applied to debt reduction such that leverage declines towards 6.0x in the next 12 to 18 months. Upward rating pressure may occur if the company improves its revenue size and operating scale while maintaining profitability and generating strong free cash flow, if EBITA-to-interest coverage increases above 2.0x and leverage declines comfortably below 6.0x, while conservative financial policies and good liquidity are maintained. The ratings could be lowered if Moody's anticipates diminished revenues or profits due to customer losses or pricing pressure to slow the pace of deleveraging and weaken free cash flow. A liquidity deterioration or a debt-financed acquisition could also pressure the ratings. The principal methodology used in this rating was 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. Kellermeyer Bergensons Services, LLC ("KBS"), based in Maumee, Ohio and Oceanside, California, is a national provider of outsourced janitorial services primarily to the retail industry. The company serves over 14,000 customer locations across 50 states, Puerto Rico and Canada. KBS was created as a result of a merger between Kellermeyer Building Services (founded in 1967) and Bergensons Property Services (founded in 1984) in 2011. KELLERMEYER BERGENSONS: S&P Assigns 'B' CCR; Outlook Stable ----------------------------------------------------------- Standard & Poor's Ratings Services assigned Maumee, Ohio-based Kellermeyer Bergensons Services LLC (KBS) its 'B' corporate credit rating. The rating outlook is stable. At the same time, S&P assigned KBS' new $30 million senior secured revolving credit facility and $148 million senior secured first- lien term loan an issue-level rating of 'B' (at the same level as the corporate credit rating on the company). The recovery rating is '3', reflecting S&P's expectation of meaningful (50%-70%) recovery for lenders in case of a payment default. S&P also assigned the company's new $65 million senior secured second-lien term loan its 'CCC+' issue-level rating (two notches lower than the corporate credit rating. The recovery rating on this term loan is '6', reflecting S&P's expectation of negligible (0-10%) recovery for lenders in the case of a payment default. "Our ratings on KBS reflect our view that the company's leverage materially increases to around 7x with the sale of the company to private equity sponsor GI Partners, from around 4x prior to the acquisition," said Standard & Poor's credit analyst Jacqueline Hui. "We expect positive operating performance, including the annualizing of new contract wins and less transaction-related costs, over the next year, and as such, we believe credit metrics will improve." Standard & Poor's ratings on KBS also include S&P's assessment of the company's small size and narrow focus in the highly competitive and fragmented outsourced janitorial services industry, and its concentration of retail customers. KID BRANDS: Seeks Approval of Disney Settlement Over Asset Sale --------------------------------------------------------------- Kid Brands, Inc., et al., ask the U.S. Bankruptcy Court for the District of New Jersey to approve a settlement between the Debtors and Disney Consumer Products, Inc., relating to the sale of certain assets. Disney CPI informally objected to the Debtors' motions to sell certain assets on the grounds, inter alia, that the motions sought to sell certain assets, namely certain Disney-branded inventory and tooling that Disney CPI believes belong to Disney CPI or its affiliates and are, therefore, not property of the Debtors' bankruptcy estates. The Debtors subsequently amended the motions and sale orders. Disney CPI consented to entry of the Sale Orders, which contain provisions otherwise reserving to Disney CPI the right to assert all arguments with respect to the Disney Assets, and making clear that Disney CPI was not waiving any intellectual property or licensing rights in connection with its consent to the sales. The Debtors and Disney CPI have reached a settlement to allow the Purchasers to acquire the Disney Assets with Disney CPI's consent, and for Disney CPI to waive any prepetition and postpetition claims Disney may otherwise assert in connection with all licenses previously provided to the Debtors, in exchange for the Debtors' estates releasing any claims or causes of action they may otherwise seek to assert against Disney CPI and its affiliates. About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14- 22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to section 363 of the Bankruptcy Code. As of April 30, 2014, the Debtors had $32.40 million in total assets and $109.1 million in total liabilities. As of the Petition Date, unsecured debts totaled $54 million. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. GRL's Glenn Langberg served as the Debtors' chief restructuring officer. Mr. Langberg also oversaw the bankruptcy and sales of Big M Inc., operator of the Mandee and Annie Sez stores. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. KID BRANDS: Wants to Extend Removal Period Until December 15 ------------------------------------------------------------ Kid Brands, Inc., et al., ask the U.S. Bankruptcy Court for the District of New Jersey to extend the time within which the Debtors may file a notice of removal with respect to any civil action for an additional 90 days, through and including Dec. 15, 2014. The Debtors submit that the relief requested is non-controversial and in the best interests of the Debtors, their estates and their creditors. The Debtors are parties to certain civil actions and need additional time to evaluate those actions. The disposition of any subsequent civil actions may impact the Debtors' ability to successfully prosecute these Chapter 11 Cases, formulate a plan and make a distribution to unsecured creditors. Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP, in Roseland, New Jersey -- krosen@lowenstein.com -- tells the Court. He adds that extending the Removal Period as requested will not prejudice any creditors or parties-in-interest. About Kid Brands Based in Rutherford, New Jersey, Kid Brands, Inc., is a designer, importer, marketer, and distributor of infant and juvenile consumer products. Its operating subsidiaries consist of Kids Line, LLC, CoCaLo, Inc., Sassy, Inc., and LaJobi, Inc. Providing "everything but the baby" for a child's nursery, the company sells infant bedding and accessories under the Kids Line and CoCaLo brands; nursery furniture under the LaJobi brand; and baby care items under the Kokopax and Sassy brands. Citing their inability to raise capital due to contingent liabilities and operational issues, Kid Brands and six of its U.S. subsidiaries each filed a voluntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D.N.J. Lead Case No. 14- 22582) on June 18, 2014. To preserve the value of their assets, the Debtors are pursuing a sale of the assets pursuant to section 363 of the Bankruptcy Code. As of April 30, 2014, the Debtors had $32.40 million in total assets and $109.1 million in total liabilities. As of the Petition Date, unsecured debts totaled $54 million. Judge Donald H. Steckroth oversees the cases. The Debtors have sought and obtained an order directing joint administration of their Chapter 11 cases. Lowenstein Sandler LLP serves as the Debtors' counsel. PricewaterhouseCoopers LLP is the Debtors' financial advisor. GRL Capital Advisors acts as the Debtors' restructuring advisors. GRL's Glenn Langberg served as the Debtors' chief restructuring officer. Mr. Langberg also oversaw the bankruptcy and sales of Big M Inc., operator of the Mandee and Annie Sez stores. Rust Consulting/Omni Bankruptcy is the Debtors' claims and noticing agent. Salus Capital Partners LLC and Sterling National Bank have committed to provide up to $49 million in DIP financing to the Debtors. KINDRED HEALTHCARE: Moody's Puts B1 CFR on Review for Downgrade --------------------------------------------------------------- Moody's Investors Service placed the ratings of Kindred Healthcare, Inc., including the B1 Corporate Family Rating, under review for downgrade following the announcement that the company has entered into a definitive agreement to acquire Gentiva Health Services, Inc. Under the terms of the agreement, Gentiva shareholders will receive $14.50 per share in cash and $5.00 of Kindred common stock. The transaction is valued at $1.8 billion, including the refinancing of Gentiva's debt. Moody's understands that the transaction is expected to close in the first quarter of 2015. Ratings on review for downgrade: B1 Corporate Family Rating B1-PD Probability of Default Rating B1 (LGD 3) senior secured term loan B3 (LGD 5) senior unsecured notes due 2022 Ratings affirmed: SGL-2 Speculative Grade Liquidity Rating Outlook action: To Rating Under Review From Negative "We acknowledge the compelling strategic rationale for the acquisition of Gentiva, but estimate that adjusted debt to EBITDA will initially be quite high at approximately 6.0 times," said Dean Diaz, a Moody's Senior Vice President. "Our review of Kindred's B1 Corporate Family Rating will focus on the company's ability to reduce leverage to publicly disclosed targets over the next two years while successfully integrating Gentiva's operations," continued Diaz. "If we become comfortable that Kindred can meet its leverage targets, we could confirm Kindred's ratings at current levels. If we do lower Kindred's ratings, given our current expectations, we do not expect that we would lower the company's Corporate Family Rating greater than one notch", added Diaz. Combining with Gentiva will rapidly accelerate Kindred's presence in the home health and hospice service lines. Kindred's strategy of offering a full suite of post-acute care services in its core markets is unique and will enable the company to better adapt to changing payment models for healthcare services and to manage a patient's care through various care settings. However, the combination will also increase Kindred's exposure to Medicare reimbursement. Moody's also believes that there could be integration risks as the acquisition would be relatively large compared to Kindred's existing home health and hospice businesses and would significantly increase the size of its smallest operating segment. Moody's review of the ratings will focus on Kindred's final financing plans, which include the issuance of $1.3 to $1.4 billion in new debt as well as additional equity offerings, the timeframe for achieving synergies, and the time it will take to reduce leverage. Moody's will also evaluate the underlying operating trends and operating results given recent restructuring efforts at both companies. Further, Moody's will consider the magnitude of the current transaction and whether it indicates a more aggressive posture by Kindred's management concerning its growth plans. Ratings Rationale Kindred's current B1 Corporate Family Rating reflects Moody's expectation that the company will continue to operate with high leverage. Moody's expects that the company will begin to grow revenue and EBITDA off of a lower base now that the majority of its repositioning strategy, which included the selling or exiting of noncore assets and markets, is significantly complete. Moody's also considers the scale and diversity of the company and its position as one of the largest post acute care service providers with a significant presence across the post acute care continuum. However, the rating also incorporates Moody's consideration of risk associated with a high reliance on the Medicare program as a source of revenue and the expectation that the company will pursue acquisitions to fill out service line offerings in certain targeted markets. The principal methodology used in this rating was Global Healthcare Service Providers 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. Kindred Healthcare, Inc. provided healthcare services in 97 long- term acute care hospitals (LTCH), five inpatient rehabilitation hospitals, 98 nursing centers, six assisted living facilities, 153 hospice, home care and private duty services locations, and operated a contract rehabilitation services business, RehabCare, as of June 30, 2014. For the twelve months ended June 30, 2014, the company recognized revenue in excess of $5.0 billion after accounting for the provision for doubtful accounts. LIGHTSQUARED INC: Wants Falcone Suits Against GPS and U.S. Halted ----------------------------------------------------------------- Joseph Checkler, writing for Daily Bankruptcy Review, reported that LightSquared Inc. wants its bankruptcy judge to halt Philip Falcone's lawsuits against the global positioning systems industry and the U.S. government until after LightSquared is out of bankruptcy. According to the report, LightSquared said the bankruptcy court has the power to stop these suits filed by Mr. Falcone's Harbinger Capital Partners, which currently controls LightSquared's equity. The money Harbinger is going after, LightSquared said, is actually money that could also belong to the LightSquared estate, the report related. About LightSquared Inc. LightSquared Inc. and 19 of its affiliates filed Chapter 11 bankruptcy petitions (Bankr. S.D.N.Y. Lead Case No. 12-12080) on May 14, 2012, to resolve regulatory issues that have prevented it from building its coast-to-coast integrated satellite 4G wireless network. LightSquared had invested more than $4 billion to deploy an integrated satellite-terrestrial network. In February 2012, however, the U.S. Federal Communications Commission told LightSquared the agency would revoke a license to build out the network as it would interfere with global positioning systems used by the military and various industries. In March 2012, the Company's partner, Sprint, canceled a master services agreement. LightSquared's lenders deemed the termination of the Sprint agreement would trigger cross-defaults under LightSquared's prepetition credit agreements. LightSquared and its prepetition lenders attempted to negotiate a global restructuring that would provide LightSquared with liquidity and runway necessary to resolve its issues with the FCC. Despite working diligently and in good faith, however, LightSquared and the lenders were not able to consummate a global restructuring on terms acceptable to all interested parties. Lawyers at Milbank, Tweed, Hadley & McCloy LLP serve as counsel to the Debtors. Alvarez & Marsal North America, LLC, is the financial advisor. Kurtzman Carson Consultants LLC serves as claims and notice agent. MEDICAL ALARM: Incurs $48,000 Net Loss in March 31 Quarter ---------------------------------------------------------- Medical Alarm Concepts Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $48,452 on $246,903 of revenue for the three months ended March 31, 2014, compared to net income of $105,392 on $179,110 of revenue for the same period in 2013. For the nine months ended March 31, 2014, the Company reported net income of $222,587 on $768,494 of revenue compared to net income of $3.45 million on $464,475 of revenue for the same period a year ago. The Company's balance sheet at March 31, 2014, showed $1.19 million in total assets, $3.25 million in total liabilities and a $2.06 million total stockholders' deficit. "As reflected in the accompanying consolidated financial statements, as of March 31, 2014, the Company has working capital deficit of $684,504; did not generate significant cash from its operations; had stockholders' deficit of $2,064,067 and had operating loss for prior three years. These circumstances, among others, raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in the report. A copy of the Form 10-Q is available for free at: http://is.gd/hh0oac About Medical Alarm Plymouth Meeting, Pa.-based Medical Alarm Concepts Holding, Inc., utilizes new technology in the medical alarm industry to provide 24-hour personal response monitoring services and related products to subscribers with medical or age-related conditions. MF GLOBAL: Brokerage Unsecured Creditors May Get 90% ---------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Kevin Starke, a managing director at CRT Capital Group LLC, said unsecured creditors of the MF Global Inc. brokerage, who are only receiving a first interim distribution of 23 percent of their claims, are ultimately likely to recover 90 percent or more. According to the report, Starke, a Connecticut- based analyst who has been following MF Global since it went bankrupt, said buyers are quoting unsecured claims against the broker in the mid-70 cents on the dollar. MF Global's $325 million in 6.25 percent senior unsecured bonds due 2016 traded on Sept. 26 for 43.625 cents on the dollar, the Bloomberg report said, citing Trace, the bond-price reporting system of the Financial Industry Regulatory Authority. 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. MILLER AUTO: Court Must Deny DIP Motion, Creditors Committee Says ----------------------------------------------------------------- The Official Committee of Unsecured Creditors appointed in the bankruptcy cases of Miller Auto Parts & Supply Company Inc. and its debtor-affiliates asks the U.S. Bankruptcy Court for the Northern District of Georgia to deny the Debtors' motion for an order authorizing secured postpetition financing. The Court must deny the relief sought in the Debtors' DIP Financing Motion because both the protections and the control provisions offered to FCC, LLC, doing business as First Capital, violate the Bankruptcy Code and are grossly overreaching and excessive, the Creditors Committee says. Through the guise of providing postpetition financing, First Capital seeks to (a) insulate its prepetition debt and security interests from any challenges from any party in interest, and (b) effectively control the Debtors' jointly administered bankruptcy cases, alleges Joseph M. Coleman, Esq., at Kane Russell Coleman & Logan PC, in Dallas, Texas -- jcoleman@krcl.com -- on behalf of the Creditors Committee. In exchange for the use of First Capital's alleged cash collateral, First Capital asks the Court to deem that use to constitute a postpetition loan worthy of a priming lien status under Section 364(d) of the Bankruptcy Code, Mr. Coleman contends. He asserts that the DIP financing protections offered by the Debtors to First Capital would constitute impermissible overreaching even in the event First Capital was advancing new, additional, funds. However, he notes, the numerous and onerous protections and control provisions are especially inappropriate in these bankruptcy cases because of one simple and inescapable fact: First Capital is not truly a DIP lender. In exchange for the minor concession of allowing the Debtors to use cash collateral (while otherwise not increasing the total amount of First Capital's prepetition debt), First Capital is extracting draconian measures from the Debtors in addition to the protections, Mr. Coleman alleges. He adds that the protections and control provisions demanded by First Capital are egregious. About Miller Auto Parts Miller Auto Parts & Supply Company, Inc., and its affiliates are distributors of automotive parts and service equipment. The companies operate from the Johnson Industries Inc.'s headquarters in Atlanta, Georgia and have distribution operations in the southeast, northeast and on-line. The Southeastern distribution center is located in Norcross, Georgia and supports nine satellite centers across the state and supplies parts to key fleet customers across the country. Miller Auto Parts and its three subsidiaries sought Chapter 11 bankruptcy protection (Bankr. N.D. Ga.) on Sept. 15, 2014. The Debtors have sought joint administration under Lead Case No. 14- 68113. The cases are assigned to Judge Mary Grace Diehl. The Debtors have tapped Scroggins & Williamson as counsel and Logan & Co. as claims and noticing agent. MOBIVITY HOLDINGS: Appoints New Director to Board ------------------------------------------------- The board of directors of Mobivity Holdings Corp. appointed William Van Epps to the Company's board of directors to serve as a director of the Company until the next annual meeting of the stockholders of the Company and until his successor is elected and qualified or until his earlier resignation or removal, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Van Epps, age 66, served as chief executive officer of Agile Pursuits Franchising, Inc., a wholly-owned subsidiary of The Procter and Gamble Company, from 2009 to 2011, where he established Tide Dry Cleaners and Mr. Clean Car Wash operations. Mr. Van Epps served as president at Papa John's International Inc. from 2006 to 2009, and as chief operating officer and senior vice president of Papa John's International Inc. from January 2004 to 2006, where he was responsible for domestic corporate and franchised restaurant operations and international operations. Mr. Van Epps also served as managing director of International at Papa John's International from 2001 to 2004. Prior to joining Papa John's, he served as president of the International Division of Yorkshire Global Restaurants, where he was responsible for the international development of Long John Silvers and A&W restaurants. From 1993 to 1999, Mr. Van Epps served as president of the International Division at AFC Enterprises where he developed international brand deployments for Popeye's, Church's Chicken, Cinnabon, Seattle Coffee Co., and Chesapeake Bakery Cafe. Mr. Van Epps began his career working alongside Pizza Hut founder, Frank Carney, where, from 1974 through 1981, he helped expand Pizza Hut into Hong Kong, Thailand and Singapore while also overseeing stores in Australia, New Zealand, as well as a joint venture in Japan. In connection with his appointment to the board, the Company granted to Mr. Van Epps Restricted Stock Units, or RSUs, representing 11,743 shares of common stock of the Company, which will vest in equal monthly installments commencing on Oct. 31, 2014, and on the last day of the next three months, subject to Mr. Van Epps continued service on the board through the vesting date. Pursuant to a RSU Agreement between the Company and Mr. Van Epps, the Company will issue to Mr. Van Epps 11,743 shares of common stock of the Company, subject to the vesting of the RSUs, at a future date as set forth in the RSU Agreement. About Mobivity Holdings Mobivity Holdings Corp. was incorporated as Ares Ventures Corporation in Nevada in 2008. On Nov. 2, 2010, the Company acquired CommerceTel, Inc., which was wholly-owned by CommerceTel Canada Corporation, in a reverse merger. Pursuant to the Merger, all of the issued and outstanding shares of CommerceTel, Inc., common stock were converted, at an exchange ratio of 0.7268-for-1, into an aggregate of 10,000,000 shares of the Company's common stock, and CommerceTel, Inc., became a wholly owned subsidiary of the Company. In connection with the Merger, the Company changed its corporate name to CommerceTel Corporation on Oct. 5, 2010. In connection with the Company's acquisition of assets from Mobivity, LLC, the Company changed its corporate name to Mobivity Holdings Corp. and its operating company to Mobivity, Inc, on Aug. 23, 2012. Mobivity Holdings reported a net loss of $16.75 million in 2013, a net loss of $7.33 million in 2012 and a net loss of $16.31 million in 2011. As of June 30, 2014, the Company had $12.54 million in total assets, $3.52 million in total liabilities and $9.02 million in total stockholders' equity. MPM SILICONES: Has Accord to Resolve Trustees' Bid to Compel ------------------------------------------------------------ MPM Silicones, LLC, et al., entered into a Court-approved stipulation with indenture trustees resolving the Trustees' emergency motion to compel the Debtors to comply with the Court's Final DIP Order regarding adequate protection payments. The Trustees are BOKF, NA, as successor indenture trustee under that indenture dated as of October 25, 2012, as supplemented by that certain supplemental indenture, dated as of November 12, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Debtor Momentive Performance Materials Inc. and guaranteed by certain of the Debtors; and Wilmington Trust, National Association, as successor indenture trustee under that certain indentures dated as of May 25, 2012, for the 10% Senior Secured Notes due 2020 issued by MPM and guaranteed by certain of the Debtors. The Parties agree that the Confirmation Order will be amended to include this paragraph: "Notwithstanding anything to the contrary in Sections 5.4 and 5.5 of the Plan and the Final DIP Order, and without any concession by the Debtors or the Plan Support Parties of the validity of the positions asserted in or relating to the Motion to Compel, if the Effective Date occurs on or before October 15, 2014, any accrued and unpaid interest with respect to the First Lien Notes and the 1.5 Lien Notes arising from the Petition Date through the Effective Date shall be paid in cash on the Effective Date. If the Effective Date occurs subsequent to October 15, 2014, the rights of all parties are fully reserved with respect to the matters set forth in the Motion to Compel. No admission by any party is intended hereby." 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 Court entered an order confirming the Plan on Sept. 11, 2014. 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. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance Materials Inc. and The Bank of New York Mellon Trust Company, National Association, is represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of December 4, 2006, among Momentive Performance Materials Inc., the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- is represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of October 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance Materials Inc. and guaranteed by certain of the debtors -- is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders are Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. MPM SILICONES: Resolves Government's Objection to Chapter 11 Plan ----------------------------------------------------------------- Judge Robert D. Drain of the U.S. Bankruptcy Court for the Southern District of New York signed off on a stipulation and order between MPM Silicones, LLC, et al., and the United States of America resolving the United States' limited objection to the Joint Chapter 11 Plan of Reorganization for Momentive Performance Materials Inc. and its Affiliated Debtors dated July 30, 2014. The Court confirmed the Plan on September 11, 2014. The Parties agree to resolve the objection by inserting certain language in the Confirmation Order as stated on the record at the Confirmation Hearing. The language provides that nothing in the Plan or the Confirmation Order will be deemed to expand the Court's jurisdiction with respect to determining the federal tax liability of any person or entity or the federal tax treatment of any item, distribution or entity, including the federal tax consequences of the Plan. The language also provides, among other things, that no provision in the Plan or the Stipulated Order relieves the Debtors and the Reorganized Debtors from their obligations to comply with the Communications Act of 1934 and the rules, regulations and orders promulgated thereunder by the Federal Communications Commission. 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 Court entered an order confirming the Plan on Sept. 11, 2014. 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. Wilmington Trust, National Association, the Trustee for the Momentive Performance Materials Inc. 10% Senior Secured Notes due 2020 -- 1.5 Lien Notes -- under the Indenture, dated as of May 25, 2012, by and between Momentive Performance Materials Inc. and The Bank of New York Mellon Trust Company, National Association, is represented by Mark R. Somerstein, Esq., Mark I. Bane, Esq., and Stephen Moeller-Sally, Esq., at Ropes & Gray LLP. U.S. Bank National Association -- as successor Indenture Trustee under the indenture dated as of December 4, 2006, among Momentive Performance Materials Inc., the Guarantors named in the Indenture, and Wells Fargo Bank, N.A. as initial trustee, governing the 11.5% Senior Subordinated Notes due 2016 -- is represented in the case by Susheel Kirpalani, Esq., Benjamin I. Finestone, Esq., David L. Elsberg, Esq., Robert Loigman, Esq., K. John Shaffer, Esq., and Matthew R. Scheck, Esq., at Quinn Emanuel Urquhart & Sullivan, LLP; and Clark Whitmore, Esq., and Ana Chilingarishvili, Esq., at Maslon Edelman Borman & Brand, LLP. BOKF, NA -- as successor First Lien Trustee to The Bank of New York Mellon Trust Company, N.A., as trustee under an indenture dated as of October 25, 2012, for the 8.875% First-Priority Senior Secured Notes due 2020 issued by Momentive Performance Materials Inc. and guaranteed by certain of the debtors -- is represented by Michael J. Sage, Esq., Brian E. Greer, Esq., and Mauricio A. Espana, Esq., at Dechert LLP. Counsel to Apollo Global Management, LLC and certain of its affiliated funds are Ira S. Dizengoff, Esq., Philip C. Dublin, Esq., Abid Qureshi, Esq., Deborah J. Newman, Esq., and Ashleigh L. Blaylock, Esq., at Akin Gump Strauss Hauer & Feld LLP. Attorneys for Ad Hoc Committee of Second Lien Noteholders are Dennis F. Dunne, Esq., Michael Hirschfeld, Esq., and Samuel A. Khalil, Esq., at Milbank, Tweed, Hadley & McCloy LLP. NAARTJIE CUSTOM: Great American Emerges as Winning Bid in Auction ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Naartjie Custom Kids Inc., a designer of children's clothing, accessories, and footwear, reported that after 116 rounds of bidding at a 12-hour action, Great American Group LLC came out the winning bidder to conduct going-out-of-business sales. According to the report, Great American topped the so-called stalking horse bid made by a joint venture between Hilco Merchant Resources LLC and Gordon Brothers Retail Partners LLC, which bid guaranteed that Naartjie would receive 80% of the cost of the merchandise. The Bloomberg report said Great American's offer guarantees 116.8 percent of cost, which represents an increase of about $2.6 million in additional value to the estate. About Naartjie Custom Kids Naartjie Custom Kids, Inc., which designs, manufactures and sells children's clothing, accessories and footwear for ages newborn through 10 years old, sought protection under Chapter 11 of the Bankruptcy Code on Sept. 12, 2014 (Bankr. D. Utah Case No. 14- 29666). The case is assigned to Judge William T. Thurman. The Debtor's counsel is Annette W. Jarvis, Esq., Jeffrey M. Armington, Esq., Benjamin J. Kotter, Esq., and Michael F. Thomson, Esq., at Dorsey & Whitney LLP, in Salt Lake City, Utah. NESCO LLC: S&P Revises Outlook to Negative & Affirms 'B' CCR ------------------------------------------------------------ Standard & Poor's Ratings Services revised its outlook on Bluffton, Ind.-based specialty equipment rental company NESCO LLC to negative from stable. S&P also affirmed its 'B' corporate credit rating on the company. In addition, S&P is affirming the 'B-' issue-level rating and '5' recovery rating on the company's senior secured second-lien notes. The '5' recovery rating indicates S&P's expectation for noteholders to receive modest (10% to 30%) recovery in the event of a payment default. S&P revised the outlook because it believes NESCO's leverage is likely to remain in excess of 6x for the rating over the next 12 months. The company used debt to fund its elevated capital spending during 2014, but S&P expects the company will generate positive free cash flow and improve its credit measures over the next year. NESCO provides specialty rental equipment to transmission and distribution (T&D) contractors and utilities. Unfavorable weather conditions and some project deferrals resulted in weak performance in the first half of fiscal 2014, but S&P expects operating performance should strengthen in the second half of 2014 and in 2015 as end-market demand improves. S&P expects longer-term industry fundamentals to remain solid as utilities increasingly outsource T&D maintenance and construction activity and utility contractors continue to shift toward rentals versus owned equipment. NESCO operates from more than 40 locations across the U.S. and Canada and manages an equipment fleet of more than 3,000 units. S&P expects the company will maintain its dependence on the T&D end market, but it should further expand its geographic presence over time. S&P expects rentals to continue to account for a majority of the company's sales, and lower-margin new and used equipment sales to account for a small portion. Equipment rentals will likely continue to be popular, which S&P attributes to utilities and T&D contractors relying more on rentals rather than purchasing their own equipment because of uncertainty on future project demand and relatively long new equipment lead times. NESCO's cost flexibility should allow the company to maintain margins that S&P considers to be above average for an equipment rental company. S&P views NESCO's business risk profile as "weak." S&P considers NESCO's financial risk profile to be "highly leveraged." As of June 30, 2014, total adjusted debt to EBITDA was about 6.5x and funds from operation (FFO) to debt was about 9%. Our ratings do not incorporate any significant acquisition or other meaningful shareholder initiatives. The "weak" business risk and "highly leveraged" financial risk profile combination has two possible anchor outcomes: 'b' and 'b-'. S&P continues to select the 'b' anchor because it expects NESCO to generate free operating cash flow and return cash flow and leverage metrics to levels commensurate with other 'B' rated issuers. OMC INC: Voluntary Chapter 11 Case Summary ------------------------------------------ Debtor: OMC, Inc. 4010 Park Avenue Bronx, NY 10457 Case No.: 14-12854 Chapter 11 Petition Date: October 10, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Martin Glenn Debtor's Counsel: Dawn Kirby Arnold, Esq. DELBELLO DONNELLAN WEINGARTEN WISE & WIEDERKEHR, LLP One North Lexington Avenue White Plains, NY 10601 Tel: 914-681-0200 Fax: 914-681-0288 Email: dkirby@ddw-law.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Michael Checchi, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. ORLANDO, FL: Moody's Affirms Ba2 Rating on $33.1MM 2nd Lien Bonds ----------------------------------------------------------------- Moody's Investors Service has affirmed the City of Orlando's Baa2 rating on $178.2 million Series A Senior TDT Revenue Bonds and Ba2 rating on $33.1 million Series B Second Lien Subordinate TDT Revenue Bonds; the outlooks are stable. The city also has $87.3 million of Third Lien TDT bonds debt outstanding which are not rated by Moody's. The Series 2008A bonds are secured by a senior lien and the Series 2008B bonds by a second (subordinate) lien pledge on revenues from Orlando's 6th cent TDT that compose one-half of a countywide 6th cent TDT, plus an additional incremental portion ("Installment Amount" - see below) available through November 2018. TDT revenues depend solely on the county's temporary lodging and tourism activity, and as such the ratings benefit from the Orlando MSA's well-established and sizable tourism economy that retains favorable long-term growth prospects. The credit standing of the TDT-secured bonds is not otherwise linked to the city of Orlando's overall financial performance or credit position. The city of Orlando carries a Aa1 issuer rating. The bond structures initially included separate cash-funded debt service and liquidity reserves for each series, together equal to 100% for maximum annual debt service of the A and B series and 10% of par for the series C bonds. The bonds were originally issued to partially finance the construction of an Event Center in the city's downtown area. The bonds (Series A, B and C) are insured for payment of principal and interest by Assured Guaranty Corp. (A3/NEG). Summary Ratings Rationale The Baa2 and Ba2 ratings for the senior and second lien subordinate bonds are based on the favorable long-term collection history of the TDT, which provides for coverage of senior lien bonds even in downside scenarios. The lower rating on the subordinate lien bonds reflects some reliance on continued growth in the TDT and the subordinate standing in relation to the Series A bonds. The third lien Series C bonds currently rely on the third lien reserves to make the scheduled interest-only payments. A depletion of these third lien reserves over the next 3 to 5 years is possible and would trigger cross-default provisions on the senior and subordinate liens. However, Moody's expect there to be no practical impact on the payments to senior and subordinate lien bondholders, as the flow of funds to be used in that scenario provides protection through its lien status payment basis. The stable outlooks consider the favorable long-term TDT collection history. TDT revenues have on average grown by 9.4% annually since 1979, and annual growth of only 2.1% suffices to avoid a default on the Series C bonds until the 2038 bullet maturity. Strengths -- The TDT is levied on a sizable base with an established tourism identity as well as favorable convention activity -- Historic TDT collections show strong results with periodic declines recouped within two years -- Priority lien payment status of the Series A and B bonds preserved in the case of a Series C default Challenges -- Insufficiency of contract 6th cent TDT receipts to adequately cover debt service requirements on all TDT debt -- City's inability to adjust the TDT -- Dependency on global and national economic conditions that affect discretionary travel Outlook The stable outlooks consider the favorable long-term TDT collection history. TDT revenues have on average grown by 9.4% annually since 1979, and annual growth of only 2.1% suffices to avoid a default on the Series C bonds until the 2038 bullet maturity. What Could Make the Rating Go UP: -- Significant improvement in contract TDT receipts, significantly improving coverage -- Amortization of targeted Series 2008C term bonds What Could Make the Rating Go DOWN: -- Additional declines in contract TDT receipts either further narrowing coverage for either Series A and/ or Series B bonds -- Economic events that could reduce discretionary travel to the Orlando area The principal methodology used in this rating was US Public Finance Special Tax Methodology published in January 2014. PANACHE BEVERAGE: Suspends Filing of Reports With SEC ----------------------------------------------------- Panache Beverage, Inc., has determined to effect a termination of the registration of its common stock under Section 12(g) of the Securities Exchange Act of 1934, as amended, by filing a Form 15 with the U.S. Securities and Exchange Commission, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company is eligible to deregister its common stock because it has fewer than 300 holders of record of its common stock. Upon the filing of the Form 15, the Company's obligation to file certain reports with the SEC, including Forms 10-K, 10-Q and 8-K, will be automatically suspended. Other filing requirements will terminate upon the effective date of the deregistration, which is expected to occur 90 days after the filing of the Form 15. The Company's Board of Directors believes that the anticipated accounting, legal and administrative cost savings from deregistration substantially outweigh any benefits of continued registration and are in the best interests of both the Company and its stockholders. In addition, the Company currently has only limited operating activities and only limited assets on hand and is currently in discussions with its senior secured lenders with respect to its available options and alternatives, which are relatively limited. Going forward, the Company expects to explore various strategic alternatives, and in the absence of an acceptable option, anticipates seeking to dissolve the corporation either through Chapter 11, Chapter 7 or otherwise. The Company expects that its common stock will be quoted on the OTC Pink tier operated by OTC Markets Group, a centralized electronic quotation service for over-the-counter securities, following its deregistration, so long as market makers demonstrate an interest in trading in the Company's common stock. However, there is no assurance that trading in the Company's common stock will continue on the OTC Pink tier or on any other securities exchange or quotation medium. Following deregistration, the Company does not intend to publish periodic financial information or furnish such information to its stockholders except as may be required by applicable laws. Meanwhile, Nicholas Hines resigned as a member of the Board of Directors of Panache Beverage on Oct. 8, 2014. About Panache Beverage New York-based Panache Beverage, Inc., specializes in the strategic development and aggressive early growth of spirits brands establishing its assets as viable and attractive acquisition candidates for the major global spirits companies. Panache builds its brands as individual acquisition candidates while continuing to develop its pipeline of new brands into the Panache portfolio. Panache Beverage reported a net loss of $4.58 million in 2013 following a net loss of $3.27 million in 2012. As of June 30, 2014, the Company had $5.73 million in total assets, $13.16 million in total liabilities and a $7.43 million total deficit. In their report on the consolidated financial statements for the year ended Dec. 31, 2013, Silberstein Ungar, PLLC, expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company has limited working capital and has incurred losses from operations. As reported by the TCR on Aug. 28, 2014, Silberstein Ungar resigned as Panache Beverage's independent accounting firm. KLJ & Associates, LLP, was hired as the Company's new accountants. PASCO COUNTY, FL: Moody's Confirms B3 Rating on 1979 Rev. Bonds --------------------------------------------------------------- Moody's Investors Service has confirmed the Ba3 rating of Pasco County (FL) Federal Assistance Housing Inc., Mortgage Revenue Bonds Series 1979. The outlook on the bonds is negative. Rating Rationale Following Moody's review of the Project's audited financial statements for the year ended on September 30, 2014, the confirmation of the Ba3 rating is supported by the project's weak financial performance, dependence on transfers from the Pasco County Housing Authority (the "Authority") in order to cover operating expense gaps, and history of low occupancy levels. The negative outlook reflects the possibility for further financial deterioration and potential need to tap debt service reserves and other funds to cover debt service on the bonds, in the absence of additional discretionary financial support from the Authority. The bonds are secured by revenues and trustee-held reserve funds from Hudson Hills Manor (the "Project"), a 64-unit multifamily rental property located in Hudson Hills, Pasco County, Florida. The pledged revenues also include payments from a Housing Assistance Payment (HAP) contract with the U.S. Department of Housing and Urban Development (HUD). The Project continues receiving discretionary financial support from the Authority, although the entity is not legally obligated to cover operating and/or bond debt service gaps. Strengths: -- Strong legal structure with gross revenue pledge and closed loop flow of funds -- Low loan-to-value -- Fully funded replacement and debt service reserve funds -- Additional funds in surplus account which can only be used to cover shortfalls in the future Challenges: -- Continuation of debt service coverage levels below 1.0x -- History of low physical occupancy and lack of competitive rent increases -- Continued dependence on transfers from the Authority to cover budget gaps Outlook The outlook on the bonds is negative, reflecting the possibility for further financial deterioration and potential need to tap debt service reserve and other funds to cover debt service on the bonds in the absence of additional discretionary financial support from the Authority. What Could Make The Rating Go Up? -- A significant and sustained improvement in financial performance above a 1.00 times debt service coverage level, driven by increased occupancy levels and competitive rent increases What Could Make The Rating Go Down? -- Further financial deterioration due to decline in occupancy, stagnant rent levels, or disproportionate increase in operating expenses -- An instance of tapping of debt service reserve funds in order to cover debt service PRECISION OPTICS: Registers 1.7 Million Shares for Resale --------------------------------------------------------- Precision Optics Corporation, Inc., filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the sale or other disposition of up to 1,717,152 shares of the Company's common stock by Arnold Schumsky, Bird Asset Management, LP, Stuart Sternberg, et al. The Company is not selling any securities in this offering and therefore will not receive any proceeds from this offering. All costs associated with this registration will be borne by the Company. The Company's common stock is quoted on the OTCQB under the symbol "PEYE." On Oct. 7, 2014, the last reported sale price of the Company's common stock on the OTCQB was $0.87 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/pVxFlh About Precision Optics Headquartered in Gardner, Massachusetts, Precision Optics Corporation, Inc., has been a developer and manufacturer of advanced optical instruments since 1982. The Company designs and produces high-quality micro-optics, medical instruments and other advanced optical systems. The Company's medical instrumentation line includes laparoscopes, arthroscopes and endocouplers and a world-class product line of 3-D endoscopes for use in minimally invasive surgical procedures. The Company's balance sheet at June 30, 2014, showed $1.83 million in total assets, $1.09 million in total liabilities, all current, and $740,584 in total stockholders' equity. Precision Optics reported a net loss of $1.16 million on $3.65 million of revenues for the year ended June 30, 2014, compared to a net loss of $1.78 million on $2.51 million of revenues for the year ended June 30, 2013. Precision Optics reported a net loss of $380,434 for the quarter ended March 31, 2014. PREFERRED CONTRACTORS: A.M. Best Puts 'B' FSR Under Review ---------------------------------------------------------- A.M. Best Co. has placed under review with negative implications the financial strength rating of B (Fair) and the issuer credit rating of "bb" for Preferred Contractors Insurance Company Risk Retention Group, LLC (PCIC) (Billings, MT). These rating actions follow the filing extension to Sept. 1, 2014, of the company's second quarter 2014 financial statement granted by the State of Montana, requiring PCIC to obtain an actuarial review of loss and loss adjustment expense reviews, as of June 30, 2014. The under review with negative implications status reflects A.M. Best's concern that the actuarial review could potentially result in additional adverse loss reserve development and, in that event, cause a deterioration in operating performance and risk- adjusted capitalization. The ratings will remain under review until the second quarter filing has been made, at which time the ratings will likely be taken out from under review following a review of the company's latest financial position. A.M. Best continues to monitor quarterly performance of PCIC. Any material negative deviation from the business plan in terms of management, operating profitability and risk profile, or a decline in its risk-adjusted capitalization could result in negative rating pressure. Factors that could lead to positive rating movement are evidence of sustained favorable operating performance and credit metrics that improve risk-adjusted capitalization over the long term. PRETTY GIRL: Committee Disputes Proposed Cash Collateral Order -------------------------------------------------------------- Eric J. Snyder, Esq., at Wilk Auslander LLP, in New York -- esnyder@wilkauslander.com -- wrote to The Honorable Sean H. Lane of the U.S. Bankruptcy Court for the Southern District of New York to point out three areas of dispute that remain relating to the proposed Cash Collateral Order in the bankruptcy case of Pretty Girl, Inc. Mr. Snyder and his firm are the proposed conflicts counsel for the Official Committee of Unsecured Creditors of the Debtor. The Cash Collateral Motion, Mr. Snyder asserts, refers to a January 28, 2011 loan agreement with a credit limit of $3 million but does not refer to the execution of any Security Agreement that is enforceable against the Debtor. Despite this, he notes, the Debtor nonetheless concludes that the lender, JP Morgan Chase Bank, N.A., holds a first priority security interest in all of the Debtor's assets. The only security interest that the Committee has been provided, despite repeated requests, is a security agreement, dated April 17, 2014, 74 days prior to the July 2, 2014 petition date and is only securing the sum of $2 million, Mr. Snyder tells the Court. He insists that a security agreement is required to be executed in order for it to be enforceable against the Debtor. Therefore, Mr. Snyder says, due to the potential avoidability of the security interest, the Committee does not believe the Bank should receive a reimbursement of attorney fees (Issue #1). He adds that in the same vein, if the Bank's security interest is avoided, the Committee would like a sentence in the Proposed Order reflecting that any adequate protection payments paid pursuant to the Interim Order and contemplated by this Final Order, should be returned to the Debtor (Issue #2). The proposed language sought by the Committee is: "Should the Bankruptcy Court determine that the Bank does not hold a properly perfected security interest in the Collateral, then all Adequate Protection Payments paid to the Bank during the bankruptcy proceeding shall be remitted to the Debtor." The third issue is the Committee's standing to commence a Bank Claim Challenge, Mr. Snyder says. The Committee seeks authority in this order to commence a Bank Claim Challenge, without the need for a further order of the Court. Mr. Snyder informs the Court that the Bank consents to this relief but the Debtor does not consent to the Committee obtaining this standing without requiring an additional hearing. Debtor Responds Nancy L. Kourland, Esq., at Rosen & Associates, P.C., in New York -- nkourland@rosenpc.com -- the Debtor's counsel, tells Judge Lane that although the parties have agreed in large measure to the form of a proposed order, one issue is unresolved as between the Debtor and proposed conflicts counsel to the Committee and two issues are unresolved as between counsel for JPMorgan Chase Bank NA and proposed conflicts counsel for the Committee. The Debtor objects to the Committee's proposed language because it cannot preempt the Court's duty under established Second Circuit precedent to determine whether the commencement of an adversary proceeding by the Committee is "'necessary and beneficial' to the fair and efficient resolution of [the] debtor's bankruptcy proceeding," Ms. Kourland contends, citing Commodore International, Ltd. v. Gould (In re Commodore International, Ltd.), 262 F.3d 96, 100 (2d Cir.2001). Because the proposed language would not achieve the result intended by the Committee, Ms. Kourland argues that there is no purpose to include it. About Pretty Girl Pretty Girl, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D.N.Y. Case No. 14-11979) on July 2, 2014. The petition was signed by Albert Nigri as president. The Debtor disclosed total assets of $10.76 million and total liabilities of $12.27 million. Rosen & Associates, P.C., acts as the Debtor's counsel. The U.S. Trustee for Region 2 on July 16, 2014, appointed seven creditors of Pretty Girl, Inc. to serve on the official committee of unsecured creditors. QUICKSILVER RESOURCES: Receives Non-Compliance Notice From NYSE --------------------------------------------------------------- Quicksilver Resources Inc. announced that it received notice from the New York Stock Exchange that the company has not met the NYSE's continued listing standard that requires a minimum average closing price of $1.00 per share over 30 consecutive trading days. Under the NYSE rules, Quicksilver has six months from the date of its receipt of the NYSE notice to regain compliance with the minimum share price requirement, or, if stockholder approval is required to cure the price deficiency (as would be the case for a reverse stock split), until the company's next annual meeting of stockholders. During that time, Quicksilver's shares will continue to be listed and will trade on the NYSE, subject to the company's continued compliance with the NYSE's other applicable listing rules. The NYSE notification does not affect Quicksilver's business operations or its Securities and Exchange Commission reporting requirements, and does not conflict with any of the Company's credit agreements or debt and other obligations. Quicksilver said it is taking steps to enhance its current and prospective financial position, including efforts to market company assets, identify joint venture partners or otherwise engage in strategic transactions. Quicksilver has notified the NYSE that it intends to cure the deficiency. About Quicksilver Quicksilver Resources Inc. is an exploration and production company engaged in the development and production of long-lived natural gas and oil properties onshore North America. Based in Fort Worth, Texas, the company is widely recognized as a leader in the development and production from unconventional reservoirs including shale gas, and coal bed methane. Following more than 30 years of operating as a private company, Quicksilver became public in 1999 and is listed on the New York Stock Exchange under the ticker symbol KWK. The company has U.S. offices in Fort Worth, Texas; Glen Rose, Texas; Steamboat Springs, Colorado; Craig, Colorado and Cut Bank, Montana. The Company's Canadian subsidiary, Quicksilver Resources Canada Inc., is headquartered in Calgary, Alberta. Quicksilver Resources posted net income of $161.61 million in 2013 following a net loss of $2.35 billion in 2012. As of June 30, 2014, the Company had $1.05 billion in total assets, $2.16 billion in total liabilities and a $1.11 billion total stockholders' deficit. * * * As reported by the TCR on Sept. 30, 2014, Moody's Investors Service downgraded Quicksilver Resources Inc.'s Corporate Family Rating (CFR) to Caa3 from Caa1. "The downgrade to Caa3 reflects Moody's view that Quicksilver Resources' risk of default has further increased," said Pete Speer, Moody's Senior Vice President. The TCR reported on Oct. 7, 2014, that Standard & Poor's Ratings Services lowered its corporate credit rating on Quicksilver Resources Inc. to 'CCC-' from 'CCC+'. "The downgrade reflects our view that Quicksilver could undertake a distressed exchange for its $350 million subordinated notes due 2016 within the next six months," said Standard & Poor's credit analyst Carin Dehne-Kiley. RADIOSHACK CORP: Litespeed Reports 8.8% Equity Stake ---------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Litespeed Management, L.L.C., and its affiliates disclosed that as of Oct. 3, 2014, they beneficially owned 8,875,000 shares of common stock of RadioShack Corp. representing 8.8 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/G6xOim About Radioshack Corporation RadioShack (NYSE: RSH) -- http://www.radioshackcorporation.com-- is a national retailer of innovative mobile technology products and services, as well as products related to personal and home technology and power supply needs. RadioShack's retail network includes more than 4,300 company-operated stores in the United States, 270 company-operated stores in Mexico, and approximately 1,000 dealer and other outlets worldwide. Radioshack reported a net loss of $400.2 million in 2013, a net loss of $139.4 million in 2012, and net income of $72.2 million in 2011. The Company's balance sheet at Aug. 2, 2014, showed $1.14 billion in total assets, $1.21 billion in total liabilities and a $63 million total shareholders' deficit. * * * As reported by the TCR on Sept. 15, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Fort Worth, Texas-based RadioShack Corp. to 'CCC-' from 'CCC'. "The downgrade comes as the company announced it will seek capital, and that such a transaction could include a debt restructuring in addition to store closures and other measures," said Standard & Poor's credit analyst Charles Pinson-Rose. In the Sept. 16, 2014, edition of the TCR, the TCR reported that Fitch Ratings had downgraded the Long-term Issuer Default Rating (IDR) for RadioShack Corporation (RadioShack) to 'C' from 'CC'. The downgrade reflects the high likelihood that RadioShack will need to restructure its debt in the next couple of months. The TCR reported on March 13, 2014, that Moody's Investors Service downgraded RadioShack Corporation's corporate family rating to Caa2 from Caa1. "The continuing negative trend in RadioShack's sales and margins has resulted in a precipitous drop in profitability causing continued deterioration in credit metrics and liquidity," Mickey Chadha, Senior Analyst at Moody's said. RESIDENTIAL CAPITAL: Defective Mortgage Suits Liable to Dismissal ----------------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that Residential Capital LLC in large part avoided dismissal of lawsuits filed in a federal district court in Minneapolis against Branch Banking & Trust Co., Golden Empire Mortgage Inc., Mortgage Outlet Inc., and IServe Residential Lending LLC. According to the report, U.S. District Judge Patrick J. Schiltz said it's "clear" that ResCap is barred from suing based on loans it purchased before May 14, 2006, six years before bankruptcy, but said he will decide later whether May 14, 2006, is the proper cutoff date for lawsuits. Judge Schiltz did dismiss suits based on loans purchased before that date, the report related. A Minnesota lawsuit is Residential Funding Co. LLC v. Mortgage Outlet Inc., 13-3447, U.S. District Court, District of Minnesota (Minneapolis). 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. ROCKWELL MEDICAL: Inks Distribution Agreement With Rockwell ----------------------------------------------------------- Rockwell Medical, Inc., had signed an exclusive agreement with Baxter Healthcare Corporation, a subsidiary of Baxter International Inc., to commercialize Rockwell's hemodialysis concentrate product line in the U.S. and in select overseas markets. Under the terms of the agreement, Baxter will become the exclusive distributor of Rockwell's hemodialysis concentrate and ancillary products in the U.S. and selected foreign countries for an initial term of 10 years. Baxter can extend the agreement for two additional 5-year terms upon meeting certain sales targets, coupled with a $7.5 million payment related to the first extension. Baxter will purchase products from Rockwell at a pre- determined gross margin-based price per unit and is required to meet minimum annual purchase levels in order to retain their exclusive rights. Baxter will leverage its unique distribution operations in order to provide specialized customer and delivery service for concentrates, covering Rockwell's costs for these services. Rockwell will retain sales, marketing and distribution rights for its hemodialysis concentrate products in certain foreign countries in which it has an established commercial presence. In consideration for the exclusive commercialization rights, Baxter will pay Rockwell $20 million in cash. Baxter will also purchase $15 million of Rockwell common stock. The investment in Rockwell shares is being made at a price per share equal to the average closing price of RMTI shares over the last 12 months (or $11.39 per share). Rockwell is eligible for milestone payments totaling $10 million related to the expansion of its manufacturing capabilities to serve customers across the U.S. "This long-term, strategic supply and distribution agreement enables Rockwell to expand and accelerate our hemodialysis concentrate business, while we continue to strategically build our drug pharma business in the U.S. and globally," stated Robert L. Chioini, founder, chairman and CEO of Rockwell. "We are excited to be partnering with Baxter, a global market leader who has a proven track record in the field of dialysis and renal products. This agreement benefits dialysis patients and service providers by expanding access to our market leading products in new territories, while reducing future risk." Jill Schaaf, corporate vice president and president of Baxter's Renal business, added, "Baxter remains committed to addressing the needs of patients and healthcare providers with a comprehensive range of therapeutic options across home, in-center and hospital settings. This partnership enhances Baxter's product portfolio with the addition of Rockwell's high-quality hemodialysis concentrate products." Pursuant to the Investment Agreement, dated as of Oct. 2, 2014, between the Company and Baxter, the Distributor invested an additional $15 million in cash in the Company's common stock by purchasing 1,316,944 shares of common stock of the Company at a price per share equal to the average closing price of the Company's shares over the last 12 months ($11.39 per share). The closing of the Investment Agreement occurred on Oct. 6, 2014. Additional information is available for free at: http://is.gd/6ahF12 About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $48.78 million in 2013, a net loss of $54.02 million in 2012 and a net loss of $21.44 million in 2011. As of June 30, 2014, the Company had $25.88 million in total assets, $29.79 million in total liabilities and a $3.91 million total shareholders' deficit. SCICOM DATA: Accord Resolves Claims by Venture and Xerox -------------------------------------------------------- SCICOM Data Services, Ltd., seeks authority from the United States Bankruptcy Court for the District of Minnesota to compromise certain claims asserted by and among the Debtor, Venture Solutions Inc., Xerox Corporation and the Official Committee of Unsecured Creditors. The Debtor has obtained approval of a sale of substantially all of its operating assets to Venture and closed on that transaction on September 30, 2013. Xerox filed a proof of claim dated September 25, 2013, which asserted a general unsecured claim for $526,498. The Debtor filed a liquidating plan on February 20, 2014, and an amended liquidating plan on April 3, 2014. The Court approved the disclosure statement for the Plan on April 3. Creditors then voted to accept the Plan, and a confirmation hearing was scheduled for May 20, 2014. The confirmation hearing has been delayed due to the need to resolve various issues with Venture and Xerox, James C. Brand, Esq., at Fredrikson & Byron, P.A., in Minneapolis, Minnesota -- jbaillie@fredlaw.com -- asserts. The principal terms of the settlement are: -- The executory contracts or unexpired leases with Xerox and Additional Xerox Contracts will be rejected; -- Xerox will receive these claims and no others: * Allowance of its claim, filed as Claim Number 11, as a general unsecured claim in the amount of $526,498; and * Allowance of a rejection damages claim of $473,501; -- Venture will receive an allowed administrative expense claim of $175,000; and -- Venture will pay $283,538 to Xerox. The Committee is a signatory to the settlement agreement. About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. Daniel M. McDermott, the U.S. Trustee for Region 12, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Scicom Data Services, Ltd. SCICOM DATA: Seeks Approval of Stipulation to Resolve PBGC Claims ----------------------------------------------------------------- SCICOM Data Services, Ltd., asks the United States Bankruptcy Court for the District of Minnesota to approve a stipulation, which compromises claims asserted by the Pension Benefit Guaranty Corporation in this case. The Debtor is a contributing sponsor of the Scicom Data Services Ltd. Employee Pension Plan. PBGC is a wholly-owned United States government corporation, and an agency of the United States, that administers the defined benefit pension plan termination insurance program under the Employee Retirement Income Security Act of 1974. PBGC guarantees the payment of certain pension benefits upon the termination of a single-employer pension plan covered by the ERISA. When an underfunded plan terminates, PBGC generally becomes trustee of the plan and, subject to certain statutory limitations, pays the plan's unfunded benefits with its insurance funds. On December 5, 2013, the PBGC filed three proofs of claim on behalf of the Pension Plan: -- Claim No. 20 asserts a claim for $1,098,750 for premiums, entirely attributable to termination premiums -- Claim No. 21 asserts a claim for $375,382 for "unpaid minimum funding contributions;" and -- Claim No. 22 asserts a claim for $17,081,868 for "unfunded benefit liability." Claim No. 22 also asserts that the PBGC is entitled to priority in an unliquidated amount up to 30% of the controlled group's collective net worth as a tax. On February 24, 2014, Scicom filed Form 600, Notice of Intent to Terminate, proposing a termination date of the Pension Plan of April 30, 2014. PBGC failed to respond, and instead moved forward with a PBGC-initiated termination. James C. Brand, Esq., at Fredrikson & Byron, P.A., in Minneapolis, Minnesota -- jbaillie@fredlaw.com -- asserts that proceeding with a PBGC-initiated termination, as opposed to a distress termination initiated by the Debtor, would have two negative consequences for the estate: (i) a PBGC-initiated termination causes certain "termination premiums" in the estimated amount of $1,098,750, and (ii) the Pension Plan's assets have appreciated between September 30, 2013 (the date proposed by PBGC) and April 30, 2014 (the date proposed by the Debtor), thereby, reducing the unfunded pension liability. The Debtor has analyzed the PBGC Claims and is prepared to file objections to the allowance of each of the claims. The Debtor asserts that Claim Nos. 20 and 21 should be disallowed. The Debtor also asserts that Claim No. 22 was determined using the wrong methodology and should not be entitled to priority. The parties have stipulated to resolve their differences according to the terms of the Stipulation, whereby Claim Nos. 20 and 21 will be withdrawn and Claim No. 22 will be allowed as a general unsecured claim in the amount of $17,081,868. The settlement reduces the PBGC Claims by approximately $1.5 million, ensures that no portion of the PBGC Claims is accorded priority treatment ahead of other unsecured creditors, provides a certain outcome, and avoids substantial administrative expenses that would be required to litigate these issues, Mr. Brand says. The Debtor understands that the Committee supports the settlement. The Court will hold a hearing on the approval of the Stipulation on October 14, 2014, at 9:00 a.m. Objections were due on Oct. 9. About SCICOM Headquartered in Minnetonka, Minnesota, SCICOM provides data processing solutions that transform critical data into effective customer communications, on any platform, at any time. SCICOM's business focus has been employee benefits, retirement and investment services, and statement processing. SCICOM Data Services, Ltd., filed a Chapter 11 petition (Bankr. D. Minn. Case No. 13-43894) on Aug. 6, 2013, in Minneapolis, Minnesota, with a deal to sell assets to Venture Solutions without an auction. Arden Hills, MN-based Venture Solutions is a provider of print and digital transactional Communications and is a subsidiary of Taylor Corporation. Judge Michael E. Ridgway presides over the case. The Debtor has tapped Fredrikson & Byron, P.A., as counsel; Lighthouse Management Group, Inc., as financial consultant; and Shenehon Company as valuation expert. The Debtor disclosed $13,254,128 in assets and $17,801,787 in liabilities as of the Chapter 11 filing. The petition was signed by Timothy L. Johnson, senior vice president and CFO. Daniel M. McDermott, the U.S. Trustee for Region 12, appointed three creditors to serve in the Official Committee of Unsecured Creditors in the Chapter 11 case of Scicom Data Services, Ltd. SECUREALERT INC: Rebrands Itself as Track Group ----------------------------------------------- SecureAlert, Inc., announced it has rebranded and began operating under the new trade name Track Group effective Oct. 1, 2014. With the adoption of its new name, logo, and brand identity, Track Group has simultaneously launched their redesigned Web site http://www.trackgrp.com/. The Company said the rebrand is the positive outcome of its recent acquisitions and broadening footprint in the USA and worldwide, unprecedented growth, and increasing recognition. The rebranding will continue to build and foster Track Group's unparalleled dedication to offering innovative technologies and tracking capabilities that leverage real-time data, best-practice monitoring, and analytics to create complete, end-to-end solutions. "SecureAlert's re-branding represents our evolution and direction," said Chairman, Guy Dubois. "This change is a logical step in our succession and gives us an umbrella under which we can continue to expand our products, services, and locations during our next phase of growth and development. We are so much more than just a device-driven company and this represents an important step to better communicate our value proposition." "Our new brand identity communicates that we're an innovative and forward-looking company with a commitment to ensure the success of every client and agency we serve," said Steve Hamilton, chief marketing officer. "We are driven to consistently outpace our competitors, leverage new technologies and tracking capabilities to create valuable solutions for our customers and maximize investment returns for our shareholders." About Track Group Track Group (formerly SecureAlert) is a global provider of customizable tracking solutions that leverage real-time tracking data, best-practice monitoring, and analytics capabilities to create complete, end-to-end solutions. Visit Web site http://www.trackgrp.com/. SecureAlert incurred a net loss attributable to the Company's common stockholders of $18.95 million for the year ended Sept. 30, 2013, following a net loss attributable to the Company's common stockholders of $19.93 million for the fiscal year ended Sept. 30, 2012. As of June 30, 2014, the Company had $50.71 million in total assets, $27.48 million in total liabilities and $23.22 million in total equity. Hansen, Barnett & Maxwell, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred losses, negative cash flows from operating activities, notes payable in default and has an accumulated deficit. These conditions raise substantial doubt about its ability to continue as a going concern. SEVEN S: Father, Son Agree to Temporary Standstill -------------------------------------------------- Basil Umari, Esq., at McKool Smith P.C., in Houston, Texas, the counsel for the creditors who filed an involuntary bankruptcy cases against Seven S Capital, Ltd., and Seven S Capital Management, Inc., notified the U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, that the parties, including David Saperstein, have orally agreed to commence settlement negotiations and that no further legal action will take place by either party until October 16, 2015. Mr. Saperstein is the chief executive officer of the Alleged Debtors. There is an ongoing dispute between Mr. Saperstein and his son, Jonathan, who is chief financial officer of the Alleged Debtors. Jonathan alleges that his father is actively pilfering cash from Tree Town USA Ltd., the largest producer of container- grown trees in the country, to the tune of over $2 million per year to fund his lavish lifestyle. About Seven S Jonathan Saperstein, as trustee of the Alexis Daniella Saperstein 1994 Trust, Jonathan Alexander Saperstein 1994 Trust, and Stephanie Nicole Saperstein 1994 Trust, initiated involuntary Chapter 11 bankruptcy petitions for the Seven S entities on Oct. 3, 2014 in Houston, Texas (Bankr. S.D. Tex. Case Nos. 14-35384 and 14-35387). The Petitioning Creditors claim to be owed approximately $21.2 million by Seven S and Seven S Management. The principal asset of Seven S is its interest in Tree Town, the largest producer of container-grown trees in the country. Tree Town has seven locations in Texas and Florida comprising 4,472 acres. It produces over 200 varieties of shade, ornamental, fruit, and palm trees ranging from 1 gallon to 670 gallon containers. Jonathan Saperstein, the trustee of the Trusts, immediately filed a motion for the bankruptcy court to order appointment of (1) an interim trustee to administer the affairs of the Alleged Debtors and (2) a receiver to administer the affairs of the Alleged Debtors' wholly owned subsidiaries, Tree Town USA, Ltd. and Tree Town USA Management, LLC, because of corporate waste and pilferage, insider abuse, breaches of fiduciary duty, and conflicts of interest of current management. He says that his father, Tree Town CEO David Saperstein has pulled millions of dollars out of Tree Town to fund his own lifestyle. SEVEN S: Court Issues Joint Administration Order ------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas, Houston Division, issued an order consolidating for procedural purposes and jointly administering the Chapter 11 cases of Seven S Capital, Ltd., and Seven S Capital Management, Inc., under the lead case no. 14-35384. About Seven S Jonathan Saperstein, as trustee of the Alexis Daniella Saperstein 1994 Trust, Jonathan Alexander Saperstein 1994 Trust, and Stephanie Nicole Saperstein 1994 Trust, initiated involuntary Chapter 11 bankruptcy petitions for the Seven S entities on Oct. 3, 2014 in Houston, Texas (Bankr. S.D. Tex. Case Nos. 14-35384 and 14-35387). The Petitioning Creditors claim to be owed approximately $21.2 million by Seven S and Seven S Management. The principal asset of Seven S is its interest in Tree Town, the largest producer of container-grown trees in the country. Tree Town has seven locations in Texas and Florida comprising 4,472 acres. It produces over 200 varieties of shade, ornamental, fruit, and palm trees ranging from 1 gallon to 670 gallon containers. Jonathan Saperstein, the trustee of the Trusts, immediately filed a motion for the bankruptcy court to order appointment of (1) an interim trustee to administer the affairs of the Alleged Debtors and (2) a receiver to administer the affairs of the Alleged Debtors' wholly owned subsidiaries, Tree Town USA, Ltd. and Tree Town USA Management, LLC, because of corporate waste and pilferage, insider abuse, breaches of fiduciary duty, and conflicts of interest of current management. He says that his father, Tree Town CEO David Saperstein has pulled millions of dollars out of Tree Town to fund his own lifestyle. SOURCEHOV LLC: Moody's Assigns Caa1 Rating on $250MM Term Debt -------------------------------------------------------------- Moody's Investors Service assigned to SourceHOV, LLC (NEW) (SourceHOV) a B2 Corporate Family Rating (CFR) and a B2-PD probability of default rating. Moody's also assigned B1 ratings to SourceHOV's proposed $855 million of first lien credit facilities comprising a $75 million revolving credit facility and a $780 million term loan, and a Caa1 rating to the proposed $250 million of second lien term loan facility. The company plans to use the proceeds from the new credit facilities to redeem the preferred equity interest held in SourceHOV by its existing majority shareholder, The Rohatyn Group, for approximately $354 million, and refinance existing indebtedness at SourceHOV and BancTec Group (BancTec). SourceHOV expects to close its planned merger with BancTec for $339 million in an all-stock transaction concurrently with the proposed recapitalization. The ratings outlook is negative reflecting the execution risk of integrating the two companies and SourceHOV's high initial financial leverage. Moody's will withdraw the ratings for SourceHOV's existing credit facilities at the close of the transactions. Ratings Rationale The combination of SourceHOV with BancTec will enhance SourceHOV's scale, increase revenue diversity and create a stronger competitor in the Business Process Outsourcing market with approximately $880 million in combined revenues in FY 2013. The combination will create opportunities to cross-sell services across a larger geographic and customer footprint. In addition, management has identified at least $25 million in cost synergies which it expects to realize in the next 3 to 4 quarters. Notwithstanding the strategic merits of the proposed acquisition, SourceHOV's total debt is increasing by slightly over 2x. The B2 CFR reflects SourceHOV's elevated financial risk profile over the next 12 months and the execution risk in integrating operations with a large customer base and a pro forma employee base of over 15,000. SourceHOV's total debt to EBITDA leverage should decline to the mid 5x range (Moody's adjusted) when full synergies from the combination are realized. However, excluding synergies, initial leverage exceeds the mid 6x level even including the cost savings that BancTec and SourceHOV have executed but are yet to be reflected in the cash flows. Moody's believes that it will take next several quarters to fully reflect the anticipated improvements in profitability through planned cost savings. The B2 CFR additionally considers SourceHOV's highly competitive market segments and moderate customer concentration. The rating is supported by the predictability of SourceHOV's near-term revenues under contracts and its ongoing projects. Moody's expects organic revenue growth for the combined company in the low single digit percentages and that cost savings should drive free cash flow of at least 5% of total debt in 2015 and total debt to EBITDA (Moody's adjusted) should progressively decline toward the mid 5x range. The negative outlook reflects the execution risks in timely attainment of synergies, which will be the principal driver of anticipated deleveraging and free cash flow growth in 2015, and the risk of potential disruption in customer service operations during the integration process. Moody's could change SourceHOV's ratings outlook to stable if revenue growth and realization of cost savings result in free cash flow exceeding 5% of total debt. The ratings could be downgraded if projected improvements in profitability are materially delayed or revenue growth falters. The ratings could be downgraded if SourceHOV's liquidity deteriorates or if Moody's believes that the company is unlikely to attain and maintain total debt-to-EBITDA leverage below 5.5x or free cash flow remains weak at or below the low single digit percentages of total debt by the end of 2015. Moody's assigned the following ratings: Issuer: SourceHOV, LLC (NEW) Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD $75 million Senior Secured First Lien Revolving Credit Facility due 2019 -- B1, LGD 3 $780 million Senior Secured First Lien Term Loan due 2020 -- B1, LGD 3 $250 million Senior Secured Second Lien Term Loan due 2021 -- Caa1, LGD 5 Rating Outlook: Negative The following ratings will be withdrawn upon the closing of the acquisition: Issuer: SourceHOV, LLC Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD $60 million Senior Secured First Lien Revolving Credit Facility -- B1, LGD 3 $395 million (outstanding) Senior Secured First Lien Secured Term Loan -- B1, LGD 3 $110 million Senior Secured Second Lien Term Loan -- Caa1, LGD 5 SourceHOV is a provider of business process outsourcing solutions to document and information-intensive end markets including healthcare, financial services, legal and public sector. The principal methodology used in this rating was 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. SOURCEHOV LLC: S&P Affirms 'B' CCR on Proposed Recapitalization --------------------------------------------------------------- Standard & Poor's Ratings Services affirmed all ratings, including the 'B' corporate credit rating, on Coppell, Tex.-based SourceHOV LLC. The outlook is stable. At the same time, S&P assigned the company's proposed $780 million first-lien senior secured term loan due 2020 and $75 million revolving credit facility due 2019 a 'B' issue-level rating, with a recovery rating of '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of payment default. In addition, S&P assigned the company's proposed $250 million second-lien term loan due 2021 a 'CCC+' issue-level rating, with a recovery rating of '6', indicating S&P's expectation for negligible (0% to 10%) recovery in the event of payment default. S&P expects the company will use the proceeds of the new debt to repay existing SourceHOV and BancTec debt, redeem TRG's preferred equity, and pay transaction costs. The acquisition of BancTec's equity will be a non-cash transaction. S&P will withdraw its issue-level and recovery ratings on SourceHOV's existing debt after the close of the transaction. The ratings reflect leverage in the low-7x area at June 30, 2014, pro forma for the proposed transactions, which S&P expects to fall below 6x in 2015. The ratings also reflect the fragmented and competitive BPO market with much larger competitors, but also the company's long-term client relationships and its products and services which are deeply embedded within its clients' operations. The BancTec acquisition will grow SourceHOV's presence in the financial services end-market, provide a platform for entry into the European market, and allow for meaningful cost saving opportunities. However, BancTec revenues have trended lower over the past few years and S&P expects the acquisition to dilute SourceHOV's revenue growth. S&P's view of the company's business risk profile incorporates its niche position in the large, fragmented BPO market with larger, better-funded competitors. Revenues from its settlement administration business can be inconsistent, depending on large deals, and revenues from financial institutions can fluctuate with the number of mortgage transactions. However, roughly 70% of the company's pro forma revenues will be contractual and recurring, with significant customer switching costs, providing some revenue predictability. The company also has a fairly diverse customer base with its top two clients, making up about 10% of pro forma revenues and its top 10 making up 20%. The company's financial risk profile reflects leverage in the low- 7x area, pro forma for the transaction, down from actual leverage of 8.2x at June 30, 2014 (which includes our treatment of the company's preferred stock as debt and which adds almost 3.5x to adjusted leverage). S&P expects that leverage will fall to the mid- to high-5x area in 2015 as the company benefits from cost reductions and that free operating cash flow (FOCF) will be positive. STC & LAM: Case Summary & 6 Largest Unsecured Creditors ------------------------------------------------------- Debtor: STC & Lam Inc. aka Vineland World Gym aka World Gym aka World Gym Of Vineland 3821 South Main Road Vineland, NJ 08360 Case No.: 14-30718 Chapter 11 Petition Date: October 9, 2014 Court: United States Bankruptcy Court District of New Jersey (Camden) Judge: Hon. Gloria M. Burns Debtor's Counsel: Scott Eric Kaplan, Esq. SCOTT E. KAPLAN, LLC 12 North Main St., PO Box 157 Allentown, NJ 08501 Tel: 609-259-1112 Fax: 609-259-5600 Email: scott@sekaplanlaw.com Total Assets: $11,450 Total Liabilities: $1.66 million The petition was signed by Huy Lam, president. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-30718.pdf SURFACEMAX INC: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: SurfaceMax, Inc. P.O. Box 75 Wrightsville Beach, NC 28480 Case No.: 14-05896 Chapter 11 Petition Date: October 9, 2014 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilmington Division) Judge: Hon. Randy D. Doub Debtor's Counsel: Trawick H Stubbs, Jr., Esq. STUBBS & PERDUE, P.A. P. O. Drawer 1654 New Bern, NC 28563 Tel: 252 633-2700 Fax: 252 633-9600 Email: efile@stubbsperdue.com Total Assets: $1.37 million Total Liabilities: $1.29 million The petition was signed by Patricia A. Teague, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nceb14-05896.pdf T-L BRYWOOD: Has Interim Okay to Use Cash Until October 31 ---------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Indiana authorized T-L Brywood LLC's continued interim use of cash collateral until October 31, 2014. The Debtor will use the cash collateral in which RCG-KC Brywood LLC, successor to lender Private Bank and Trust Company, asserts an interest, to properly maintain its property. As adequate protection from any diminution, in value of the lender's collateral, the Debtor will maintain premiums for insurance to cover all of its assets from fire, theft and water damage. The Debtor will also reserve sufficient funds for the payment of current real estate taxes relating to the property commonly known as Brywood Centre. A hearing on further access to the cash collateral is scheduled for October 22, 2014, at 11:00 a.m. A copy of the proposed budget is available for free at: http://bankrupt.com/misc/T-LBrywood_Budget_10012014.pdf About T-L Brywood T-L Brywood LLC filed for Chapter 11 bankruptcy (Bankr. N.D. Ill. Case No. 12-09582) on March 12, 2012. The case was transferred to the U.S. Bankruptcy Court for the Northern District of Indiana (Case. 13-21804) on May 14, 2013. T-L Brywood owns and operates a commercial shopping center known as the "Brywood Centre" -- http://www.brywoodcentre.com/-- in Kansas City, Missouri. The Property encompasses roughly 25.6 acres and comprises 183,159 square feet of retail space that is occupied by 12 operating tenants. The occupancy rate for the Property is approximately 80%. The Debtor and lender The PrivateBank and Trust Company reached an impasse over the terms and conditions of another extension of a mortgage loan on the Property. As a result, the Debtor filed the Chapter 11 case to protect the Property from foreclosure while the Debtor formulates an exit strategy from the reorganization case. As of the Petition Date, no foreclosure relating to the Property had been filed by the Lender. Judge Donald R. Cassling oversees the case. The Debtor is represented by David K. Welch, Esq., Arthur G. Simon, Esq., and Jeffrey C. Dan. Esq., at Crane, Heyman, Simon, Welch & Clar, in Chicago. The Debtor disclosed total assets of $16,666,257 and total liabilities of $13,970,622 in its schedules. The petition was signed by Richard Dube, president of Tri-Land Properties, Inc., manager. PrivateBank is represented by William J. Connelly, Esq., at Hinshaw & Culbertson LLP. No committee of creditors was appointed by the U.S. Trustee. TALISMAN ENERGY: S&P Lowers Preferred Stock Rating to 'BB' ---------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Calgary, Alta.-based Talisman Energy Inc., and its senior unsecured debt rating 'BBB-' from 'BBB'. At the same time, Standard & Poor's lowered its global scale rating on its preferred stock to 'BB' from 'BB+' and its Canada scale rating on the stock to 'P-3' from 'P-3 (High)'. Standard & Poor's also affirmed its 'A-3' short-term and commercial paper ratings on Talisman. The outlook is stable. "The downgrade reflects our view of Talisman's sluggish production growth profile amidst a high cost structure, limited cash flow growth, and our expectations regarding the company's credit metrics," said Standard & Poor's credit analyst Aniki Saha- Yannopoulos. Talisman's projected cash flow will remain constrained due to the company's slow production growth and its high cost profile. Also, Talisman needs to spend about US$900 million annually in its noncore plays (which includes the North Sea and Kurdistan production areas) without a concurrent increase in production. At the same time, although S&P views any asset sale of noncore assets as positive to credit measures (the company expects to sell US$2 billion in the next 12-18 months), S&P do not expect any significant improvement in the company's production or cost profile to support a 'BBB' rating. The rating on Talisman reflects the company's "satisfactory" business risk profile and "significant" financial risk profile. Talisman is a geographically diversified independent oil and gas exploration and production company with core operations in North America and Southeast Asia. The company also has producing assets in the North Sea, Colombia, and Algeria, with exploration activity in Kurdistan. As of Dec. 31, 2013, Talisman had net proved reserves of about 5.4 trillion cubic feet equivalent (73% gas, 66% proved developed with a reserve life index of about nine years). As of the first half of 2014, Talisman had a net production of 279 million barrels of oil equivalent (boe). The stable outlook reflects Standard & Poor's view that Talisman will continue to focus on improving its high-netback liquids production, focus on operational performance, and maintain balance-sheet strength at current levels. The outlook also reflects S&P's expectation that the company's FFO-to-net debt will remain in the 30%-40% range. "For us to revise the outlook to positive, we would expect Talisman's business risk profile to improve substantially -- for example, if it were to improve its operating costs in line with those of other higher rated E&P peers and production netbacks sustainably. We may also consider a positive action if we expect the company to improve its FFO-to-net adjusted debt to above 40% due to improving operating performance. Better credit metrics due to significant asset sales alone would not be sufficient for a positive rating action," S&P said. If Talisman's capital expenditures accelerate without a clear path for production growth, such that credit measures rise above 3.0x for debt to EBITDA and fall below 30% for FFO to debt, S&P would consider a negative rating action. Also, material declines in production, realized commodity prices, or deterioration in operating efficiency could lead to a downgrade. TAMPA WAREHOUSE: Court Approves Joint Plan of Reorganization ------------------------------------------------------------ Judge Laura T. Beyer of the United States Bankruptcy Court for the Western District of North Carolina approved the Joint Plan of Reorganization co-proposed by debtor Tampa Warehouse, LLC and its secured creditor Regions Bank. No objections to confirmation of the Joint Plan were filed. For reasons articulated of record at the Confirmation Hearing, the Court has determined that no parties other than Regions are entitled to vote on the provisions of the Joint Plan, because no parties other than Regions are impaired. Judge Beyer notes that with the withdrawal of the Debtor Plan and the Regions Plan, and the presentation of the Joint Plan, these procedural developments moot Region's motion to dismiss or convert the bankruptcy case, as well as Region's objection to confirmation of the Debtor's Plan. Under the Joint Plan, Regions' claim will be allowed as filed, as a fully secured claim, in the amount of $17,776,926 as of August 26, 2014. The Regions Claim will be paid interest only in arrears on the 15th day of each month beginning 30 days after the Joint Plan effective date at the existing contract rate. The full obligation, including any interest or fees due, will be due and payable on Feb. 28, 2015. As of the Joint Plan effective date, CB Richard Ellis will continue to serve as manager of the Debtor's real property. The Debtor is required under the Joint Plan to enter into a binding contract to sell the real property by Dec. 15, 2014; and enter into a binding contract to sell the real property not subject to due diligence or other contingencies by Jan. 15, 2015, with a closing date no later than Feb. 28, 2015. Any deposits related to those contracts must be assigned to Regions as additional collateral. General unsecured claims of non-insider creditors are expected to be paid 100% of the allowed claim upon confirmation. Holders of insider claims/equity interests will be paid only after all other claims are fully paid. About Tampa Warehouse Tampa Warehouse, LLC, filed a Chapter 11 petition (Bankr. W.D.N.C. Case No. 13-32547) in Charlotte, North Carolina, on December 5, 2013. The Debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated at least $10 million in assets and between $10 million and $50 million in liabilities. The Debtor said its principal asset is located at 6422 Harney Road, in Tampa, Florida. Fred D. Godley, as member and manager, signed the bankruptcy petition. Owners of the Debtor are: Charlotte Housing for the Elderly (145543%), Clinton Housing for the Elderly (6.951%), Fred D. Godley (12.516%), Monroe Housing for the Elderly (12.516%) and Rocky Mount Housing for the Elderly (12.403%). Judge Laura T. Beyer oversees the case. The Debtor is represented by represented by Joshua B Farmer, Esq., at Tomblin, Farmer & Morris, PLLC, in Rutherfordton, North Carolina. Michael R. Nash, CPA, PLLC, serves as accountants. The Bankruptcy Administrator said in December that an official committee under 11 U.S.C. Sec. 1102 has not been appointed in the case. Jimmy R. Summerlin, Jr., Esq., at Young, Morphis, Bach & Taylor, LLP, represents lender Regions Bank. TOMS SHOES: S&P Assigns 'B' CCR & Rates $300MM Loan 'B' ------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to Los Angeles-based casual footwear producer TOMS Shoes LLC. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to the company's proposed $300 million secured term loan due 2020. The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery for secured debtholders in the event of a payment default. "The ratings on TOMS reflect its aggressive financial policy and significant debt burden to support its pending acquisition by financial sponsor Bain Capital," said Standard & Poor's credit analyst Linda Phelps. Bain Capital will acquire a 50% interest and have voting control of TOMS while TOMS founder and CEO Blake Mycoskie will retain a substantial 50% stake. Standard & Poor's estimate the company's pro forma 2014 debt-to-EBITDA leverage will be about 6x and expect the transaction to close during third quarter 2014. As such, S&P assess the company's financial risk profile as "highly leveraged," for which indicative ratios include leverage of over 5x. S&P believes the company's financial sponsor owners will influence financial policy. Taking shareholder distributions could limit the company's ability to reduce debt levels or even incur additional debt to finance distributions. Additionally, S&P's ratings reflect the company's small scale, narrow business focus within the highly competitive casual shoe segment, and reliance on a single brand. S&P also factored in the company's well-known brand, enhanced by its socially responsible business model, and good profitability. These factors support the company's "weak" business risk profile. (TOMS is a privately held company and does not publicly disclose its financial statements.) The outlook is stable. "We expect the company's operating performance will remain relatively stable over the next year given the introduction of new products, the company's unique business model and sound market position within the casual footwear segment," said Ms. Phelps. "We forecast debt-to-EBITDA leverage could improve modestly but leverage will remain in the mid-5x to 6x area for the next year." TRUMP ENTERTAINMENT: Disclosure Statement Hearing Set for Nov. 5 ---------------------------------------------------------------- Trump Entertainment Resorts, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware to approve as containing "adequate information" the Disclosure Statement for the Debtors' Joint Plan of Reorganization Under Chapter 11 of the Bankruptcy Code. The Debtors also ask the Court to approve the Debtors' proposed procedures for solicitation and tabulation of votes to accept or reject the Plan, the procedures with respect to filing objections to the confirmation of the Plan and the Debtors' proposed cure amounts for unexpired leases and executory contracts to be assumed pursuant to the Plan. In addition, the Debtors ask the Court to approve the establishment of the "Administrative Expense Claim Bar Date," which will be the date by which all parties are required to submit requests for payment and allowance of Administrative Expense Claims for the period from the Petition Date through the Voting Deadline, other than parties holding Fee Claims and Administrative Expense Claims. The Debtors propose that the Voting Deadline will be on Dec. 10, 2014. The Debtors also propose that the hearing on confirmation of the Plan be scheduled, subject to the Court's availability, for Dec. 19, 2014, at 10:00 a.m. (prevailing Eastern Time). The Court will convene a hearing on November 5, 2014, at 11:00 a.m. to consider approval of the Disclosure Statement. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Panel Wants Cash Collateral Hearing Delayed ---------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Trump Entertainment Resorts, Inc. and its affiliated debtors contends that it is premature for the U.S. Bankruptcy Court for the District of Delaware to consider the Debtors' motion seeking a final order authorizing their use of cash collateral (much less grant final approval). Natasha M. Songonuga, Esq., at Gibbons P.C., in Wilmington, Delaware -- nsongonuga@gibbonslaw.com -- contends that the final hearing on the Cash Collateral Motion is not only a matter that can wait, but a matter that will benefit greatly from a deferral. She asserts that the Debtors' Proposed Final Cash Collateral Order contains several provisions that would be highly prejudicial to the interests of unsecured creditors. The Committee understands that the Debtors, and particularly the Secured Parties, want to put cash collateral issues behind them, Ms. Songonuga says. However, she contends, the desire to "move on" does not justify granting unwarranted and preemptive relief that would irreversibly impair the interests of unsecured creditors only a few weeks after the Petition Date. "Indeed, there is no urgent need for the entry of the Proposed Final Cash Collateral Order now -- adjourning the final hearing for a couple of weeks until the dust settles will put the Court and the parties in a much better position to assess the crucial issues posed in connection with the Proposed Final Cash Collateral Order," Ms. Songonuga asserts. Hence, the Committee asks the Court to adjourn the final hearing on the Cash Collateral Motion to the omnibus hearing scheduled for Nov. 5, 2014. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Levine Staller Objects Cash Collateral Bid --------------------------------------------------------------- Levine, Staller, Sklar, Chan & Brown, P.A., filed an objection to Trump Entertainment Resorts, Inc., et al.'s motion for authority to use cash collateral securing their prepetition indebtedness. Levine Staller holds a $1.25 million first-priority, perfected statutory attorneys' charging lien on tax refunds received by the Debtors and the proceeds thereof. The lien on cash and cash proceeds predates the Secured Parties' liens because it relates back to 2008 at the start of certain tax litigation Levine Staller brought on the Debtors' behalf, Teresa K.D. Currier, Esq., at Saul Ewing LLP, in Wilmington, Delaware -- tcurrier@saul.com -- tells the Court. Despite the irrefutable existence, priority, perfection and re- perfection of the Charging Lien, the Motion ignores it completely and grants the Secured Parties priming liens and claims, and seeks to grant the Debtors authority to use Levine Staller's cash collateral without its consent and without required adequate protection, Ms. Currier argues. If the Debtors commingled the Refund with other cash, the Charging Lien still extends to the Debtors' cash of any kind, because cash is fungible, Ms. Currier says. She contends that under New Jersey law, the Charging Lien priority "relates back" to 2008, the date of commencement of the Tax Court litigation, vis a vis other creditors. She adds that equitable principles compel the Court to recognize Levine Staller's first-priority Charging Lien on cash collateral. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Wants to Reject CBA by Taj Mahal & Local 54 ---------------------------------------------------------------- Trump Entertainment Resorts, Inc. and its affiliated debtors seek authority from the U.S. Bankruptcy Court for the District of Delaware to reject the collective bargaining agreement by and between Trump Taj Mahal Associates, LLC and UNITE HERE Local 54, dated November 11, 2011; and to implement the terms of the Debtors' proposal to Local 54 dated September 17, 2014. The Debtors also ask the Court to eliminate their obligation under the CBA to contribute to the Local 54 multiemployer pension plan -- "National Retirement Fund" -- effective immediately, and thereby, resulting in the Debtors' complete withdrawal from the National Retirement Fund. Matthew B. Lunn, Esq., Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware -- mlunn@ycst.com -- relates that the Taj Mahal is quickly running out of cash to fund operations. He notes in the first two months of the Debtors' bankruptcy cases, the Debtors expect to spend approximately $12 million of cash, a substantial portion of which represents labor costs associated with the Local 54 CBA. Historically, the Debtors have paid $14 million to $15 million per year in pension, benefit and other amounts for just the Taj Mahal under the Local 54 CBA. At the current rate, the Debtors are expected to run out of cash by mid-December, and may imminently be forced to close the Taj Mahal consistent with previously-issued WARN notices, resulting in the loss of thousands of jobs in the already beleaguered Atlantic City market, Mr. Lunn contends. Thus, Mr. Lunn argues, the Debtors face an extremely narrow window of opportunity to formulate a Chapter 11 plan that would allow the Debtors to reorganize around the Taj Mahal. To that end, the Debtors have prepared a Chapter 11 plan of reorganization, to be filed soon with the Court, pursuant to which the Debtors' secured lenders would agree to equitize a portion of their existing senior secured debt, which totals approximately $286 million plus $6 million in prepetition accrued but unpaid interest. In addition, under the Plan, the First Lien Lenders would invest $100 million in new capital. However, Mr. Lunn says, as can be reasonably expected because of forecasted shortfalls and significant capital expenditure needs, any capital investment would be conditioned upon the Debtors obtaining additional investments, obtaining tax relief and extricating themselves from the excessively costly multi-employer pension plan and unsustainable labor costs associated with the Local 54 CBA. The Debtors submitted formal requests for concessions from each of its main constituents, including not just Local 54, but also the First Lien Lenders, the City of Atlantic City and the state of New Jersey, in an effort to build support for and implement the to-be- filed Plan. On September 17, 2014, the Debtors presented Local 54 with the Proposal, detailing proposed modifications to the CBA and describing the economic impact of and rationale behind each of those changes. The Debtors also shared with the Union financial data, including a cash flow forecast and two sets of projections that depict the Debtors' declining performance trajectory, both with and without the requested concessions. Among other things, the Proposal provide these terms: -- Duration: The Debtors propose to enter into a three-year agreement, consistent with the duration of the current CBA and so that the benefits of the proposed modifications are realized over a necessary period of time; -- Health and Welfare: The Debtors propose to withdraw from the health and welfare fund and, instead, substitute with health care coverage under ObamaCare. Full-time employees, however, would receive additional compensation of $2,000 per year, which will enable them to offset and, in some cases, completely defray the cost of obtaining health insurance now available to them and their families under ObamaCare. It is intended that non-union employees (including management) would receive identical treatment in this regard; -- Pension: The Debtors propose to cease making contributions to, and permanently withdraw from, the pension fund (National Retirement Fund) and, instead institute an employer sponsored 401(k) plan with the employer matching employee contributions up to 1% of each employee's compensation per year. This modification would result in substantial cost-savings to the Debtors and enable the Debtors to attract new capital; -- Severance: The Debtors propose to eliminate future contributions to the severance fund, which will, in turn, result in cost-savings to the Debtors; -- Vacation: The Debtors propose to shorten, from three months to 30 days, the advance notice required for the periods during which vacation may be taken in any individual department, thereby, giving the employer greater flexibility over staffing assignments and enabling cost savings through greater internal efficiencies; -- Holidays: The Debtors propose to reduce the amount of pay employees receive for working on a holiday. Rather than receiving double pay (or in some cases, 2.5 times regular pay) for hours actually worked, the employee would only receive a more market-standard time-and-a-half for hours actually worked on the holiday, thereby, matching the amount paid to work actually performed. Employees would still receive holiday pay, at straight time, for the portion of the employee's usual shift which the employee does not work due to the holiday; and -- Hours of Work: The Debtors propose to eliminate the guarantee that employees will be paid for a full shift if they are sent home at the direction of the employer after the completion of more than half their shift. Instead, the Debtors propose that employees who are sent home at the direction of the employer prior to the completion of their full shift shall be guaranteed pay for half of their scheduled shift or the hours actually worked, whichever is greater. This would more closely link the amount paid to the time worked. Pursuant to the Proposal, the Debtors demonstrated to the Union during the September 24 Bargaining Session that Union employees (a) would likely experience greater retirement investment security by switching to a company-sponsored 401(k) with matching contributions, rather than remain with the distressed multi- employer plan, (b) were not being asked for wage reductions (other than discrete work rule changes), and (c) could retain their jobs by avoiding the closure of the Taj Mahal. In short, Mr. Lunn asserts, the Debtors demonstrated that their labor cost structure is unsustainable, that the Debtors will be unable to attract the necessary capital to enable the Debtors to reorganize, and absent those concessions and funding, the Taj Mahal will close within the next few weeks and all Union members' jobs will be lost. During the September 24 Bargaining Session, the Union did not take a position as to whether it was accepting or rejecting various material terms of the Proposal. Instead, the Union indicated that it might need certain other information. The Union subsequently provided the Debtors, hours prior to the filing of the Motion, a written request for information and additional questions and certain purported counter-proposals to the modifications sought by the Debtors. The Debtors submit that the Motion should be granted because the modifications contained in the Debtors' Proposal are the minimum necessary to allow the Debtors to reorganize and avoid liquidation, the Proposal and the to-be-filed Plan each treat all parties fairly and equitably, and the balance of the equities clearly favor rejection of the CBA and implementation of the Proposal pursuant to Section 1113 of the Bankruptcy Code. The Court will convene a hearing on October 14, 2014, at 1:00 p.m. (ET) to consider the Motion. Objections were due October 7. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Power to Modify Union Contract in Doubt ------------------------------------------------------------ Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del., will convene a hearing on Oct. 14 to determine whether he has the power to modify the entire contract between Trump Entertainment Resorts Inc. and its unions, after concluding in a quickly convened hearing that he can't modify the contract piecemeal. According to the report, Trump Entertainment is seeking court authority to modify the union contract, which expired by its terms in September. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Icahn, Lawmakers Battle Over Casino's Fate --------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that Trump Entertainment Resorts Inc.'s bid for survival appeared headed for the rocks, as a group of New Jersey lawmakers joined Atlantic City Mayor Don Guardian to announce they won't talk to secured lender Carl Icahn, until Mr. Icahn stops allegedly squeezing casino workers at the bargaining table. According to the report, at an open-air rally with union workers in front of another Icahn-controlled casino, Tropicana Casino & Resort Atlantic City, New Jersey Senate President Stephen Sweeney told Mr. Icahn, "You get nothing from us until you treat these workers with respect." About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014, with plans to close the Trump Plaza by next week, and, absent union concessions, the Taj Mahal by Nov. 13. TER and its affiliated debtors own and operate two casino hotels located in Atlantic City, New Jersey. TER said it will close the Trump Taj Mahal Casino Resort by Sept. 16, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. TRUMP ENTERTAINMENT: Donald Trump Wants Name Removed From Company ----------------------------------------------------------------- Wayne Parry at The Associated Press relates that Donald Trump and his daughter Ivanka, in a lawsuit against Trump Entertainment Resorts Inc., are seeking to disassociate themselves from the Debtor and have their name stripped from the Trump Taj Mahal casino, and the Debtor itself, claiming that the Debtor let its two casinos fall into disrepair that it breached quality standards agreed to by both sides. The AP quoted Mr. Trump as saying, "I am saddened to see that the current managers and owners of the Trump Plaza and Trump Taj Mahal were unable to operate these properties to the highest standards of luxury and success as required under the license agreement and consistent with my name and reputation. Because of constant defaults of the standards stipulated in the license agreement, I had no choice but to terminate the license agreement and require TER to remove the Trump name from both buildings." Donald Trump said in a statement that he has had nothing to do with the Debtor other than licensing his name to it since 2009. Mr. Trump is still considering buying the Taj Mahal from bankruptcy court, The AP states, citing Ivanka Trump. The AP relates that investor Carl Icahn, who holds most of the Debtor's debt, has also expressed interest in acquiring Trump Taj Mahal by converting its debt into ownership if a series of governmental concessions are made, including a request that Atlantic City drastically slash its tax assessment of the Debtor's property, which Mayor Don Guardian has already ruled out. According to The AP, the Debtor has said that without an injection of $100 million from Mr. Icahn and without significant cost relief from the union, including the elimination of workers' pension and health care, it will shut the Trump Taj Mahal down by Nov. 13, 2014. As reported by the Troubled Company Reporter on Oct. 6, 2014, Peg Brickley, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del., rejected the Debtor's request for emergency relief from its pension funding obligations, saying that a courtroom debate over a contract with Unite Here Local 54 is just weeks away and the pension funding will be part of that litigation. Judge Gross pointed out that the Debtor and Unite Here Local 54 are obliged to keep negotiating up until Oct. 14, the date set for the company and union to face off over the contract. About Trump Entertainment Resorts Trump Entertainment Resorts Inc., owner of the Atlantic City Boardwalk casinos that bear the name of Donald Trump, returned to Chapter 11 bankruptcy (Bankr. D. Del. Case No. 14-12103) on Sept. 9, 2014. TER and its affiliated debtors own and operate the Trump Taj Mahal Casino Resort and the Trump Plaza Hotel and Casino, two casino hotels located in Atlantic City, New Jersey. The Debtors have sought an order authorizing the joint administration of their Chapter 11 cases and the consolidation thereof for procedural purposes only. Judge Kevin Gross presides over the Chapter 11 cases. The Debtors have tapped Young, Conaway, Stargatt & Taylor, LLP, as counsel; Stroock & Stroock & Lavan LLP, as co-counsel; Houlihan Lokey Capital, Inc., as financial advisor; and Prime Clerk LLC, as noticing and claims agent. TER estimated $100 million to $500 million in assets as of the bankruptcy filing. The Debtors as of Sept. 9, 2014, owe $285.6 million in principal plus accrued but unpaid interest of $6.6 million under a first lien debt issued under their 2010 bankruptcy-exit plan. The Debtors also have trade debt in the amount of $13.5 million. The U.S. Trustee for Region 3 on Sept. 23 appointed seven creditors of Trump Entertainment Resorts, Inc., to serve on the official committee of unsecured creditors. VERITEQ CORP: Receives Notification From OTCQB Marketplace ---------------------------------------------------------- VeriTeQ Corporation disclosed with the U.S. Securities and Exchange Commission that it received notification from the OTCQB Marketplace on Oct. 6, 2014, that the OTCQB had recently instituted a minimum closing bid price of $0.01. If an OTCQB listed Company's common stock does not have a closing bid price of at least $0.01 per share on at least one of the prior 30 consecutive calendar days, it will fail the requirement. Accordingly, if the closing bid price of the Company's common stock does not have a closing bid price of a penny or more by Oct. 11, 2014, the OTCQB will stop quoting the Company's common stock. The Company's common stock will be quoted on, and will continue to trade on OTC Pink. The minimum penny bid price test and the other additional eligibility standards are part of a new process that has been implemented for OTCQB companies. Sells $52,500 Note VeriTeQ entered into a securities purchase agreement, dated Sept. 30, 2014, which became effective on Oct. 2, 2014, with an accredited investor. Pursuant to the terms of the Securities Agreement, the Company issued and sold to the Investor a convertible promissory note, bearing interest at 12% per annum in the amount of $52,500. The 12% Note matures on Sept. 30, 2015, and may be converted in whole or in part into the Company's common stock, at the option of the holder at a conversion price equal to a 40% discount from the average of the three lowest daily trading prices in the ten trading days prior to the day that the holder requests conversion. Trading price means, as of any date, the lowest trading price on the Over-the-Counter Bulletin Board, or applicable trading market as reported by a reliable reporting service mutually acceptable to the Company and the holder. However, in no event will the holder be entitled to convert any portion of the 12% Note if that conversion would result in beneficial ownership by the holder and its affiliates of more than 9.99% of the outstanding shares of the Company's common stock, subject to possible adjustment as provided in the 12% Note. So long as the Company has not received a notice of conversion from the Holder, then at any time until 90 days following the issue date, the Company will have the right to prepay the outstanding principal and accrued interest in full with such payment being equal to equal to 135% of the principal and accrued and unpaid interest outstanding. Exchange Agreement On Sept. 30, 2014, under the terms of a purchase agreement, an accredited investor purchased from Deephaven Enterprises, Inc., a portion of a promissory note that had been previously issued by the Company to Deephaven. The amount purchased was $50,000. On Sept. 30, 2014, the Company entered into an Exchange Agreement with the Accredited Investor, whereby the Company exchanged the $50,000 note that the Accredited Investor had purchased from Deephaven with a new $50,000 promissory note issued by the Company to the Accredited Investor. The $50,000 Note, which became effective on Oct. 2, 2014, bears interest at 12% per annum, matures on Sept. 30, 2015, and may be converted in whole or in part into the Company's common stock, at the option of the holder at a conversion price equal to a 40% discount from the average of the three lowest daily trading prices in the ten trading days prior to the day that the holder requests conversion. Trading price means, as of any date, the lowest trading price on the Over- the-Counter Bulletin Board, or applicable trading market as reported by a reliable reporting service mutually acceptable to the Company and the Accredited Investor. However, in no event shall the holder be entitled to convert any portion of the $50,000 Note if such conversion would result in beneficial ownership by the holder and its affiliates of more than 4.99% of the outstanding shares of the Company's common stock, subject to possible adjustment as provided in the $50,000 Note. $38,000 Convertible Note On Oct. 1, 2014, the Company entered into a securities purchase agreement with an accredited investor, which became effective on Oct. 6, 2014, the date of funding. Pursuant to the terms of the SPA, the Company issued and sold to the purchaser a convertible promissory note in the aggregate principal amount of $38,000. The note, which accrues interest at a rate of 8% per annum, will mature on July 3, 2015. The note provides the Company with several pre-payment options with varying amount due depending upon the timing of the prepayment. The note may be converted in whole or in part into the Company's common stock, at the option of the holder, at any time following 180 days after issuance and until the maturity date, unless the conversion or share issuance under the conversion would cause the holder to beneficially own in excess of 4.99% of the Company's common stock. The conversion price will be 61% multiplied by the market price. A copy of the Form 8-K as filed with the SEC is available at: http://is.gd/QVLfp5 About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. For more information on VeriTeQ, please visit www.veriteqcorp.com Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of June 30, 2014, the Company had $7.04 million in total assets, $14.16 million in total liabilities and a $7.12 million total stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VUZIX CORP: Freed Maxick Replaced EFP Rotenberg as Accountants -------------------------------------------------------------- Vuzix Corporation was recently advised by its independent registered accounting firm, EFP Rotenberg, LLP, of its intention to cease serving as the Company's independent registered public accounting firm upon the Company identifying a successor firm. The Company understands that the basis for EFPR's decision is that EFPR has made a strategic decision to serve public companies in roles other than as the independent auditor. On Oct. 3, 2014, the Company engaged Freed Maxick, LLP, as the Company's independent registered public accounting firm, and EFPR resigned as the Company's independent registered public accounting firm. Freed Maxick is headquartered in Buffalo, New York, with a local office in Rochester, New York. The decision to engage Freed Maxick was approved by the audit committee of the Company's board of directors. EFPR has informed the Company that it will cooperate and assist with an orderly transition of audit firms and the Company has authorized EFPR to respond fully to any inquiries of the successor auditor. EFPR's reports on the financial statements of the Company for each of the past two fiscal years have neither contained an adverse opinion or a disclaimer of opinion, nor been qualified or modified as to uncertainty, audit scope or accounting principles, except that, the reports included an explanatory paragraph with respect to the uncertainty as to the Company's ability to continue as a going concern. During the past two fiscal years and in the subsequent interim period through Oct. 3, 2014, the Company said it had no disagreements with EFPR. During the two most recent fiscal years and in the subsequent interim period through Oct. 3, 2014, the Company said it has not consulted with Freed Maxick, LLP. About Vuzix Corporation Vuzix -- http://www.vuzix.com-- is a supplier of Video Eyewear products in the consumer, commercial and entertainment markets. The Company's products, personal display devices that offer users a portable high quality viewing experience, provide solutions for mobility, wearable displays and virtual and augmented reality. Vuzix holds 33 patents and 15 additional patents pending and numerous IP licenses in the Video Eyewear field. Founded in 1997, Vuzix is a public company with offices in Rochester, NY, Oxford, UK and Tokyo, Japan. The Company's balance sheet at June 30, 2014, showed $4.84 million in total assets, $13.31 million in total liabilities, and a stockholders' deficit of $8.47 million. "The Company's independent registered public accounting firm's report issued on our consolidated financial statements for the years ended December 31, 2013 and 2012 included an explanatory paragraph describing the existence of conditions that raise substantial doubt about the Company's ability to continue as a going concern, including continued operating losses and the potential inability to pay currently due debts. The net operating loss for the first quarter of 2014 was $993,150. The Company has incurred a net loss from continuing operations consistently over the last 2 years. The Company incurred annual net losses from its continuing operations of $10,146,228 in 2013 and $4,747,387 in 2012, and has an accumulated deficit of $34,780,626 as of March 31, 2014. The Company's ongoing losses have had a significant negative impact on the Company's financial position and liquidity. As at March 31, 2014 the Company had a working capital deficit of $1,836,319," the Company said in its quarterly report for the period ended March 31, 2014. VYCOR MEDICAL: Fountainhead Capital Holds 50.1% Equity Stake ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Fountainhead Capital Management Limited disclosed that as of Oct. 6, 2014, it beneficially owned 6,406,285 shares of common stock of Vycor Medical, Inc., representing 50.1 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/EmtgNF About Vycor Medical Boca Raton, Fla.-based Vycor Medical, Inc. (OTC BB: VYCO) -- http://www.VycorMedical.com/-- is a medical device company committed to making neurological brain, spinal and other surgical procedures safer and more effective. The Company's flagship, Patent Pending ViewSite(TM) Surgical Access Systems represent an exciting new minimally invasive access and retraction system that holds the potential for speedier, safer and more economical brain, spinal and other surgeries and a quicker patient discharge. Vycor's innovative medical instruments are designed to optimize neurosurgical site access, reduce patient risk, accelerate recovery, and add tangible value to the professional medical community. Vycor Medical reported a net loss of $2.47 million on $1.08 million of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $2.93 million on $1.20 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at March 31, 2014, showed $4.86 million in total assets, $5.10 million in total liabilities and a $247,332 total stockholders' deficiency. WAJAX CORP: DBRS Confirms 'BB(high)' Issuer Rating -------------------------------------------------- DBRS Inc. has confirmed the Issuer Rating and Senior Unsecured Notes rating for Wajax Corporation at BB (high) and BB (low) with a Recovery Rating of RR6, respectively; all trends are Stable. The Issuer Rating reflects the Company's adequate business profile and its satisfactory financial profile. Credit metrics exceed the currently assigned ratings, despite slightly softer results across the Company's segments catering to resource-based industries. DBRS has determined Wajax's asset value at default based on a liquidation analysis in which DBRS applies discount values to Wajax's assets. Wajax's performance was slightly weaker in 2013 relative to DBRS's expectations as revenues and earnings declined by more than expected. The ongoing challenging conditions in the resource sector as a result of softer commodity prices, decreased production and little or no expansion continued to weigh in on results. Revenues in the Company's equipment and power systems segments were down, and operating income was affected across all three segments -- Equipment, Power Systems and Industrial Components. Earnings declines were further exacerbated by competitive conditions across the capital goods dealership industry. Similar developments affected H1 2014, with particularly strong declines in Q1 2014. Credit metrics for the last 12 months ended June 30, 2014 were slightly lower compared to those at year-end 2013, but remained above the currently assigned ratings. Wajax refinanced its credit facility, extending the maturity to by three years to August, 2019 and increasing the revolving term portion to $220 million from $190 million previously. DBRS expects mixed conditions to continue to affect Wajax's revenues, earnings and cash flows negatively over the next 12 months. The Company's diversified exposure, including geographic and end-market multiplicity, should offset some of the declines in other areas, although substantial improvement to the financial profile is not expected over the next 12 months. DBRS expects the Issuer Rating to remain at BB (high), although a review will occur in the event that the Company's indebtedness increases significantly or in the event of substantially lower-than-expected results. WINDSOR PETROLEUM: Disclosures Approved; Plan Hearing on Nov. 20 ---------------------------------------------------------------- Judge Peter J. Walsh of the U.S. Bankruptcy Court for the District of Delaware has approved the disclosure statement explaining Windsor Petroleum Transport Corporation, et al.'s amended plan of reorganization and scheduled a confirmation hearing for Nov. 20, 2014, at 3:00 p.m. (prevailing Eastern Time). Objections to confirmation of the Plan must be submitted on or before Nov. 13. As previously reported by The Troubled Company Reporter, the Debtors the Plan is premised on a restructuring support agreement negotiated with bondholders who hold more than 70% of the Company's 7.84% secured notes in a principal amount of $188,590,000 as of the Petition Date. The key components of the Plan are as follows: * Holders of Allowed General Unsecured Claims, including Allowed Claims of trade vendors, suppliers, customers and charterers, will not be affected by the filing of the bankruptcy cases and, to the extent those Claims have not been paid in full in the ordinary course of business during the pendency of the Chapter 11 Cases, the Claims will be reinstated and left unimpaired under the Plan. General Unsecured Claims are estimated to total $2,975,000. * Holders of all Allowed Administrative Claims, Priority Tax Claims, statutory fees, Other Priority Claims and Other Secured Claims will receive payment in full, in Cash. * All Claims under the Secured Notes Indenture will be converted into 100% of the ownership units of New Holdco. A full-text copy of the Disclosure Statement dated Oct. 8, 2014, is available at http://bankrupt.com/misc/WINDSORds1008.pdf About Windsor Petroleum Transport Corporation Windsor Petroleum Transport Corporation and several of its subsidiaries and related entities on July 14, 2014, filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code in the United States Bankruptcy Court in Wilmington, Delaware (Lead Case No. 14-11708). The Debtors' counsel is Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware. The Debtors' crisis managers come from AMA Capital, while their chief restructuring officer is Paul J. Leand, Jr. The U.S. Trustee notified the Bankruptcy Court that it was unable to appoint an official committee of unsecured creditors. * Bankruptcy No Bar to Suing Debt Collector under FDCPA ------------------------------------------------------- Bill Rochelle, the bankruptcy columnist for Bloomberg News, reports that U.S. District Judge Susan C. Bucklew in Tampa, Florida, came down on the side of consumers by ruling that a bankrupt can mount a successful suit against a debt collector under the federal Fair Debt Collection Practices Act, or FDCPA. According to the report, Judge Bucklew allowed a bankrupt's FDCPA suit to proceed, even though the consumer had a lawsuit also pending against the debt collector in bankruptcy court for violation of the automatic stay. The case is Davis v. NCO Financial Systems Inc., 14-198, U.S. District Court, Middle District Florida (Tampa). * Distressed Restructurings Down So Far This Year ------------------------------------------------- Stephanie Gleason, writing for Daily Bankruptcy Review, reported that the number distressed restructuring deals in the U.S. and abroad fell significantly during the first nine months of this year as sparse corporate default and continued low-interest rates in the U.S. disguised upticks in Europe and the Middle East. According to the report, citing Thomson Reuters, there were 187 distressed restructuring transactions involving $118.9 billion completed globally between Jan. 1 and Sept. 30 this year. * BOND PRICING: For Week From October 6 to 10, 2014 --------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Allen Systems Group Inc ALLSYS 10.500 52.250 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 53.000 11/15/2016 Brandywine Operating Partnership LP BDN 7.500 104.600 5/15/2015 Buffalo Thunder Development Authority BUFLO 9.375 40.000 12/15/2014 Caesars Entertainment Operating Co Inc CZR 10.000 19.750 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 28.500 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 22.200 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 28.321 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 30.218 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 19.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 33.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 17.375 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 44.250 2/1/2018 Caesars Entertainment Operating Co Inc CZR 10.750 33.250 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 19.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 22.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 19.500 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 22.250 12/15/2018 Dendreon Corp DNDN 2.875 63.000 1/15/2016 Endeavour International Corp END 5.500 6.000 7/15/2016 Endeavour International Corp END 12.000 20.000 6/1/2018 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 5.550 85.000 11/15/2014 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 8.750 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 10.000 8.750 12/1/2020 Energy Future Intermediate Holding Co LLC / EFIH Finance Inc TXU 6.875 6.000 8/15/2017 Exide Technologies XIDE 8.625 26.000 2/1/2018 Exide Technologies XIDE 8.625 16.750 2/1/2018 Exide Technologies XIDE 8.625 16.750 2/1/2018 FairPoint Communications Inc/Old FRP 13.125 1.000 4/2/2018 Federal Farm Credit Banks FFCB 4.000 99.900 10/15/2028 GT Advanced Technologies Inc GTAT 3.000 21.000 10/1/2017 Global Geophysical Services Inc GGS 10.500 8.800 5/1/2017 Global Geophysical Services Inc GGS 10.500 9.625 5/1/2017 Gymboree Corp/The GYMB 9.125 32.750 12/1/2018 Humana Inc HUM 6.450 108.449 6/1/2016 Hutchinson Technology Inc HTCH 8.500 92.000 1/15/2026 James River Coal Co JRCC 7.875 1.140 4/1/2019 James River Coal Co JRCC 10.000 1.250 6/1/2018 James River Coal Co JRCC 10.000 4.963 6/1/2018 John Hancock Life Insurance Co MFCCN 3.570 99.900 10/15/2014 Las Vegas Monorail Co LASVMC 5.500 9.975 7/15/2019 Lehman Brothers Inc LEH 7.500 12.500 8/1/2026 MF Global Holdings Ltd MF 6.250 40.500 8/8/2016 MF Global Holdings Ltd MF 1.875 38.100 2/1/2016 MModal Inc MODL 10.750 10.125 8/15/2020 MModal Inc MODL 10.750 10.125 8/15/2020 Molycorp Inc MCP 6.000 38.750 9/1/2017 Molycorp Inc MCP 5.500 37.000 2/1/2018 Morgans Hotel Group Co MHGC 2.375 99.875 10/15/2014 Motors Liquidation Co MTLQQ 7.200 11.250 1/15/2011 Motors Liquidation Co MTLQQ 6.750 11.250 5/1/2028 Motors Liquidation Co MTLQQ 7.375 11.250 5/23/2048 NII Capital Corp NIHD 7.625 18.410 4/1/2021 NII Capital Corp NIHD 10.000 27.000 8/15/2016 NII Capital Corp NIHD 8.875 28.250 12/15/2019 NII Holdings Inc NIHDQ 2.875 3.000 2/1/2034 Navistar International Corp NAV 3.000 99.500 10/15/2014 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Platinum Energy Solutions Inc PLATEN 14.250 74.750 3/1/2015 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Quicksilver Resources Inc KWK 7.125 25.500 4/1/2016 RadioShack Corp RSH 6.750 34.000 5/15/2019 Sunoco Inc ETP 4.875 99.886 10/15/2014 THQ Inc THQI 5.000 12.125 8/15/2014 TMST Inc THMR 8.000 12.000 5/15/2013 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 10.750 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 26.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 10.000 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 36.200 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 11.000 11/1/2016 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 11.375 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 10.250 11/1/2016 Toys R Us - Delaware Inc TOY 7.375 101.050 9/1/2016 Tunica-Biloxi Gaming Authority PAGON 9.000 59.875 11/15/2015 US Foods Inc USFOOD 8.500 105.125 6/30/2019 Walter Energy Inc WLT 9.875 29.600 12/15/2020 Walter Energy Inc WLT 8.500 28.500 4/15/2021 Walter Energy Inc WLT 9.875 27.125 12/15/2020 Walter Energy Inc WLT 9.875 27.125 12/15/2020 Western Express Inc WSTEXP 12.500 89.125 4/15/2015 Western Express Inc WSTEXP 12.500 88.625 4/15/2015 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-241-8200. *** End of Transmission ***