/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/141020.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 20, 2014, Vol. 18, No. 292 Headlines 110 WEST 9TH STREET: Voluntary Chapter 11 Case Summary 1300 MARKET: Case Summary & 7 Largest Unsecured Creditors 21ST CENTURY ONCOLOGY: Two Directors Resigned 30DC INC: Incurs $53,000 Net Loss in Fourth Quarter 673 CITY ISLAND: Case Summary & 11 Largest Unsecured Creditors ADAMIS PHARMACEUTICALS: Registers 2.8MM Shares for Resale ADIRONDACK HUMANE SOCIETY: Files for Ch 11; Elmore SPCA Takes Over ALCO STORES: Section 341(a) Meeting Scheduled for November 21 ALLY FINANCIAL: Declares Dividends on Preferred Stock ALLY FINANCIAL: Earns Profit as Gov't Pares Ownership AMERICAN COMMERCE: Delays Form 10-Q for August 31 Quarter AMERICAN INT'L: Bailout Architects Leave Questions for Executives AMPLIPHI BIOSCIENCES: Philip Young Quits as Director ARCH COAL: Bank Debt Trades at 15% Off ASR 2401 FOUNTAINVIEW: Meeting of Creditors Set for Nov. 3 ASSOCIATED WHOLESALERS: U.S. Trustee Balks At Executive Bonus Plan ATLANTIC RETAIL: Case Summary & 20 Largest Unsecured Creditors ATRINSIC INC: Files Fiscal 2014 Form 10-K AURA SYSTEMS: Incurs $4.1 Million Net Loss in Second Quarter BERNARD L. MADOFF: 2nd Circ. Eyes Investors' Interest Claims BIOFUEL ENERGY: Subscription Rights Delisted From NASDAQ BIOLIFE SOLUTIONS: Signs Indemnification Agreements With D&Os BOOMERANG SYSTEMS: Extends Tender Offer Until October 31 BROWNIE'S MARINE: Alex Purdon Stake at 8.6% as of Sept. 30 BUILDING #19: Local Co. Eying $1.9 Parcel in Narragansett Park CHESAPEAKE ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR CHESAPEAKE ENERGY: Moody's Affirms Ba1 CFR; Outlook Positive CHESTNUT ST TOWNHOUSES: Case Summary & 20 Top Unsecured Creditors CHINA PRECISION: Incurs $37.5 Million Net Loss in Fiscal 2014 CITADEL PLASTICS: Moody's Assigns B2 Corporate Family Rating COLLAVINO CONSTRUCTION: Case Summary & 20 Top Unsec. Creditors CRAIGHEAD COUNTY FAIR: Section 341(a) Meeting Set for Nov. 21 DETROIT, MI: To Demolish Joe Louis Arena, Give Land to FGIC DIALOGIC INC: Wells Fargo Consents to Merger With Novacap DIALOGIC INC: Tennenbaum Capital Supports Merger Agreement DOMARK INTERNATIONAL: Incurs $659,000 Net Loss in Aug. 31 Quarter ECO BUILDING: Incurs $28.9 Million Net Loss in Fiscal 2014 ENDEAVOUR INT'L: To Grant Adequate Protection to Noteholders ENDEAVOUR INT'L: Proposes Protections for Term Loan Lenders ENDEAVOUR INT'L: Meeting to Form Creditors' Panel Set for Oct. 27 ENDEAVOUR INT'L: North Sea Oil Field Up & Running Again ENERGY FUTURE: Creditors Warn of 'Royal Rumble' in Bankruptcy ENERGY FUTURE: Creditor Says Sale Plan Mocks Chap. 11 ERF WIRELESS: Sells 3.2 Million Common Shares ESP RESOURCES: Turner Stone Replaced MaloneBailey as Accountants EVERYWARE GLOBAL: Stockholders OK Issuance of 7.3MM Shares FULLCIRCLE REGISTRY: Rodefer Moss Quits as Auditors FUSION TELECOMMUNICATIONS: Principal Accounting Officer Quits EPAZZ INC: Effects 1:10,000 Reverse Stock Split FLUX POWER: To Pay SRA 5% of Placement Gross Proceeds GASPARI NUTRITION: Oct. 28 Meeting Set to Form Creditors' Panel GENERAL MOTORS: General Counsel to Retire GENERAL MOTORS: Credit Line Extension Allows Up to $4B Borrowing GENERAL MOTORS: Calif. DA Wants Ignition Switch Suit Removed GENERAL MOTORS: Ex-Con and Hedge Funds Find Common Ground GT ADVANCED: New Hampshire Calls For Transparency in Bankruptcy GREEN POWER: Section 341(a) Meeting Scheduled for November 19 HAYES LEMMERZ: Laber Plaintiffs May Amend Suit Vs. HLI Affiliate HUNTSMAN CORP: S&P Revises Outlook to Stable & Affirms 'BB' CCR INC RESEARCH: Moody's Raises Corporate Family Rating to B1 INC RESEARCH: S&P Puts 'B+' CCR on CreditWatch Positive INERGETICS INC: Amends Promissory Note With 31 Group LLC INTERFACE INC: S&P Ups Corp. Credit Rating to BB+; Outlook Stable INTERMETRO COMMUNICATIONS: Gumbiner Savett Dismissed as Auditors INVERSIONES ALSACIA: Targeting November Confirmation of Plan ITR CONCESSION: To Put Toll Road Lease on Sale JEFFERSON COUNTY, AL: Responds to Ruling that Threatens Plan LAKELAND INDUSTRIES: Obtains RMB 5-Mil. Loan From Bank of China LAKELAND INDUSTRIES: Ansell USA Lowers Equity Stake to 1.5% LEHMAN BROTHERS: Resumes Repo-Market Battle with JP Morgan LIBERTY TOWERS: Staten Island Property Owner Returns to Ch. 11 LPATH INC: Registers 3.6 Million Common Shares for Resale LSB INDUSTRIES: S&P Revises Outlook to Pos. & Affirms 'B+' CCR MATADOR PROCESSORS: Court Threatens to Convert Ch 11 Case to Ch 7 MAUI LAND: Closes Sale of Lipoa Point Property for $19.8 Million MCCLATCHY CO: Commences Debt Tender Offer at Par for 2022 Notes MEDICAL CAPITAL: Sedgwick Wants Malpractice Suit Axed MEDICURE INC: Posts C$1.3 Million Net Income in First Quarter MILLER AUTO: Files Schedules of Assets and Liabilities MOMENTIVE PERFORMANCE: Seeks Extension of Plan Filing Date NBRS FINANCIAL: Howard Bank Assumes All of Bank's Deposits NET ELEMENT: Cayman Invest Holds 15% Equity Stake NET ELEMENT: Mike Zoi Reports 14.3% Equity Stake NET ELEMENT: Nurlan Abduov Reports 15.4% Equity Stake NET ELEMENT: To Offer $50 Million Worth of Securities NET TALK.COM: Three Directors Ousted by Majority Shareholders NEXT 1 INTERACTIVE: Delays Filing of Aug. 31 Form 10-Q NORTHSTAR AEROSPACE: Court Dismisses Chapter 11 Cases NUVILEX INC: To Sell $50 Million Worth of Securities OVERLAND STORAGE: Obtains $7.5 Million Loan From FBC Holdings PACIFIC STEEL: Amends Further Schedules of Assets and Liabilities PANTECH CO: Files for Bankruptcy in the U.S. PANTECH CO: Voluntary Chapter 15 Case Summary PATERSON CHARTER: S&P Cuts Rating on School Revenue Bonds to 'BB+' PAUL HENDERSON: Liable for Taxes Under SBTA, Mich. App. Ct. Says PLACE OF FRANK'S: Case Summary & 20 Largest Unsecured Creditors PLANDAI BIOTECHNOLOGY: Reports $15.5 Million Net Loss in 2014 PRINCIPI FAMILY: Case Summary & 5 Unsecured Creditors PTM TECHNOLOGIES: Court Rules in Insurance Coverage Dispute RANGE RESOURCES: S&P Raises CCR to 'BB+'; Outlook Stable REICHHOLD HOLDINGS: Meeting of Creditors Set for Nov. 6 REICHHOLD HOLDINGS: U.S. Trustee Appoints Creditors' Committee ROSETTA GENOMICS: Terminates Equity Sales Agreement With Cantor RUBLOFF SHOREWOOD: Case Summary & 6 Largest Unsecured Creditors SEBASTIANO INC: Voluntary Chapter 11 Case Summary SOLAR POWER: Xinyu Inks US$42.6-Mil. Contract With Alxa League SPIRE CORP: Amends Lease Agreement With SPI-Trust STANFORD GROUP: Proskauer Loses Bid to Disqualify Neligan TODD BRUNNER: Faces Charges of Bankruptcy Fraud TOMS SHOES: Moody's Assigns B2 CFR & Rates $300M Term Loan B2 TRAVELPORT WORLDWIDE: Morgan Stanley Stake at 7.6% as of Oct. 8 TRUMP ENTERTAINMENT: Judge Voids Union Contract With Taj Mahal TRUMP ENTERTAINMENT: NJ Lawmaker Accuses Icahn Of Stifling Rescue VERTELLUS SPECIALTIES: Moody's Affirms B3 Corporate Family Rating W.R. GRACE: Bilzin Sumberg Gets $300,000 More Fees * Banks Agree To End 'Too-Big-To-Fail' Swaps Provision * California Legislature Could Close Door to Chapter 9 * Too-Big-to-Fail Banks Face Up to $870 Billion Capital Gap * Blackstone to Spin Off Financial Advisory Business * BOND PRICING -- For Week From October 13 - 17, 2014 ********* 110 WEST 9TH STREET: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: 110 West 9th Street, LLC 908 Baltimore Kansas City, MO 64105 Case No.: 14-43531 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Western District of Missouri (Kansas City) Debtor's Counsel: Patrick J Doran, Esq. DORAN LAW OFFICE 4324 Belleview Ave., Ste 200 Kansas City, MO 64111 Tel: 816-753-8700 Fax: 816-753-4324 Email: pjdoran@doranlaw.net Total Assets: $4.07 million Total Liabilities: $4.97 million The petition was signed by Del Kimball, manager of Evergreen Capital Partners, LLC, manager. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. 1300 MARKET: Case Summary & 7 Largest Unsecured Creditors --------------------------------------------------------- Debtor: 1300 Market, LLC 1300 Market Street, Suite 12 Lemoyne, PA 17043 Case No.: 14-04802 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Robert N Opel II Debtor's Counsel: Markian R Slobodian, Esq. LAW OFFICES OF MARKIAN R. SLOBODIAN 801 North Second Street Harrisburg, PA 17102 Tel: 717 232-5180 Fax: 717 232-6528 Email: law.ms@usa.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Sopensky, member. A list of the Debtor's seven largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb14-04802.pdf 21ST CENTURY ONCOLOGY: Two Directors Resigned --------------------------------------------- As previously disclosed, on Sept. 26, 2014, 21st Century Oncology Holdings, Inc., in connection with the issuance by the Company of its Series A Convertible Preferred Stock, par value $0.001 per share, entered into the Second Amended and Restated Securityholders Agreement, which, among other things, provides that the Company's Board of Directors is to be comprised of, in part, two directors nominated by the holders of a majority of the outstanding Series A Preferred Stock. In connection therewith, Brian Cassady and James H. Rubenstein resigned from the Board, effective Sept. 26, 2014, and Sept. 25, 2014, respectively, and Christian Hensley and Scott Lawrence, the Majority Preferred Holders' nominees, were elected to the Board, effective Sept. 26, 2014. Mr. Hensley has also been named to the Board's Executive Committee, Audit/Compliance Committee and Capital Allocation Committee, and Mr. Lawrence has been named to the Compensation Committee. About 21st Century 21st Century Oncology, Inc., formerly known as Radiation Therapy Services, Inc. ("RTS") owns and operates radiation treatment facilities in the US and Latin America. The Company's balance sheet at June 30, 2014, showed $1.11 billion in total assets, $1.38 billion in total liabilities, $46.65 million in noncontrolling interests-redeemable, and a $325.04 million total deficit. * * * The TCR reported on Oct. 1, 2014, that Standard & Poor's Ratings Services raised all of its ratings on 21st Century Oncology Holdings Inc. by one notch, including the corporate credit rating to 'B-' from 'CCC+'. S&P raised the rating because the company received $325 million of proceeds from a new preferred equity investment, which increases the company's liquidity. As reported by the TCR on Aug. 14, 2014, Moody's Investors Service downgraded 21st Century Oncology, Inc.'s Corporate Family Rating to Caa2 from B3 and Probability of Default Rating to Caa2-PD from B3-PD. The rating action follows the company's July 29, 2014 announcement that it has entered into a Recapitalization Support Agreement with Vestar Capital Partners and a group of holders of its outstanding subordinated notes, under which the company expects to obtain additional liquidity through an equity contribution or subordinated debt of at least $150 million on or before October 1, 2014. 30DC INC: Incurs $53,000 Net Loss in Fourth Quarter --------------------------------------------------- 30DC, Inc., announced that during its fiscal fourth quarter and full fiscal year periods ended June 30, 2014, the Company recognized revenues of $379,394 and $2,795,633 respectively from continuing operations compared to $408,963 and $1,467,817 during the fourth quarter and fiscal full year periods ended June 30, 2013. According to Ted Greenberg, 30DC's CFO, the financial results validate the Company's decision to focus on internally developed products and services in which the company sees significant potential future growth opportunities. Over the last two years the Company has migrated from earning commissions from third party products to the development digital and eCommerce related products and services that the company sees as potential scalable business opportunities. Net loss was $(53,358) and net income $58,918 for the fourth quarter and fiscal year ended June 30, 2014, compared to a loss of $(35,310) and a loss of $(407,642) for the same periods of fiscal 2013. The increase in net income during fiscal 2014 compared to the same period in the prior fiscal year was primarily due to the effect of increased sales of the MagCast Publishing Platform. 30DC ended fiscal year 2014 with $102,684 of cash and $716,127 of shareholders' equity. A copy of the press release is available for free at: http://is.gd/ZlaiIH About 30DC Inc. New York-based 30DC, Inc., provides Internet marketing services and related training to help Internet companies in operating their businesses. It operates in two divisions, 30 Day Challenge and Immediate Edge. 30DC, Inc., posted net income of $58,918 on $2.79 million of total revenue for the year ended June 30, 2014, compared to a net loss of $407,642 on $1.46 million of total revenue for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $2.64 million in total assets, $1.92 million in total liabilities, and $716,127 in total stockholders' equity. MaloneBailey, LLP, in Houston, Texas, 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 accumulated losses from operations since inception and has a working capital deficit as of June 30, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. 673 CITY ISLAND: Case Summary & 11 Largest Unsecured Creditors -------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- 673 City Island Ave Realty Corp 14-12905 673 City Island Avenue Bronx, NY 10464 Waterfront Homes & Marina Inc 14-12907 dba 673 City Island Yacht Sales 673 City Island Avenue Bronx, NY 10464 Nature of Business: The Debtors' sole business is the ownership and operation of a marina with commercial slips in the Bronx, New York. The business services and repairs boats and yachts with winterization storage. Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Robert E. Gerber Debtors' Counsel: Todd S. Cushner, Esq. GARVEY TIRELLI & CUSHNER LTD. 50 Main Street, Suite 390 White Plains, NY 10606 Tel: 914-946-2200 Fax: 914-946-1300 Email: todd@thegtcfirm.com Total Total Assets Liabilities ---------- ----------- 673 City Island Ave $2.5MM $1.3MM Waterfront Homes $2.7MM $1.3MM The petitions were signed by Frank A Ciolli, president. A list of Waterfront Homes's 11 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-12907.pdf ADAMIS PHARMACEUTICALS: Registers 2.8MM Shares for Resale --------------------------------------------------------- Adamis Pharmceuticals Corporation filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission to register 1,418,439 shares of the Company's common stock to be offered by Funds advised by Sio Capital Management, LLC, upon the conversion of previously issued Series A Convertible Preferred Stock, and 1,418,439 shares of the Company's common stock issuable upon the exercise of outstanding previously issued common stock purchase warrants, by the selling stockholders. The Warrants have an exercise price of $3.40 per share, and may be exercised during the period ending Aug. 19, 2019. The Company is not offering any shares of its common stock for sale under this prospectus. The Company will not receive any of the proceeds from the sale of common stock by the selling stockholders. However, the Company will generate proceeds in the event of a cash exercise of the Warrants by the selling stockholders. The Company's common stock is quoted on the Nasdaq Capital Market under the symbol "ADMP." On Oct. 16, 2014, the last reported sale price of the Company's common stock as reported on the Nasdaq Capital Market was $4.07 per share. A copy of the Form S-3 prospectus is available at: http://is.gd/MRjOzw About Adamis San Diego, Calif.-based Adamis Pharmaceuticals Corporation (OTC QB: ADMP) is a biopharmaceutical company engaged in the development and commercialization of specialty pharmaceutical and biotechnology products in the therapeutic areas of respiratory disease, allergy, oncology and immunology. Adamis reported a net loss of $8.15 million for the year ended March 31, 2014, as compared with a net loss of $7.19 million for the year ended March 31, 2013. Mayer Hoffman McCann P.C., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2014. The independent auditors noted that the Company has incurred recurring losses from operations and has limited working capital to pursue its business alternatives. These conditions raise substantial doubt about the Company's ability to continue as a going concern. As of June 30, 2014, the Company had $11.56 million in total assets, $1.90 million in total liabilities and $9.65 million in total stockholders' equity. Bankruptcy warning "Our management intends to attempt to secure additional required funding through equity or debt financings, sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance that we will be able to obtain any required additional funding. If we are unsuccessful in securing funding from any of these sources, we will defer, reduce or eliminate certain planned expenditures and delay development or commercialization of some or all of our products. If we do not have sufficient funds to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our stockholders losing some or all of their investment in us," the Company said in its quarterly report for the period ended June 30, 2014. ADIRONDACK HUMANE SOCIETY: Files for Ch 11; Elmore SPCA Takes Over ------------------------------------------------------------------ Ben Rowe at Press-Republican reports that non-profit organization Adirondack Humane Society has filed for Chapter 11 bankruptcy protection. According to Press-Republican, the shelter has been shut down until further notice. A virus had recently spread among the shelter's cats and treatment was ongoing, the report quoted board member William Tallman as saying. Felicia Krieg at Press-Republican relates that the Elmore SPCA has taken over operations at the shelter, after Brian Shapiro, director of the New York branch of the Humane Society of the United States, asked Laurie Parsons, president of Elmore's Board, for help. Citing Mr. Parson, Press-Republican states that Elmore also took over Adirondack Humane Society's financial responsibility for the 11 dogs and around 85 cats at the shelter. Press-Republican says that the Adirondack Humane Society Executive Board voted at an emergency meeting on Oct. 2 to fire Acting President Nancy Paiser and Shelter Manager Betty Corrow, leaving the shelter without direct leadership, while board members Brielle Phillips, Carrie Ann Rollier and Ryan Norwood have resigned. Adirondack Humane Society's Facebook and website have been taken down. Form 990 non-profit tax records found on the ProPublica website show that the Humane Society had a $52,302 deficit in its $304,716 budget in 2012. ALCO STORES: Section 341(a) Meeting Scheduled for November 21 ------------------------------------------------------------- A meeting of creditors in the bankruptcy case of ALCO Stores, Inc., will be held on Nov. 21, 2014, at 11:00 a.m. at Dallas, Room 976. Deadline to file proofs of claim will be on Feb. 19, 2015. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About ALCO Stores ALCO Stores, Inc., operates 198 stores in 23 states throughout the central United States. Alco offers 35,000 items at its stores, which are located at smaller markets usually not served by other regional or national broad line retail chains. The company was founded in 1901 as a general merchandising operation in Abilene, Kansas. ALCO is a public company, and its common stock is quoted on the NASDAQ National Market tier of the NASDAQ Stock Market under the ticker symbol "ALCS." ALCO Stores and ALCO Holdings LLC sought Chapter 11 bankruptcy protection (Bankr. N.D. Tex. Lead Case No. 14-34941) in Dallas, Texas, on Oct. 12, 2014, with plans to let liquidators conduct store closing sales or sell the business to a going-concern buyer. Judge Stacey G. Jernigan presides over the Chapter 11 cases. The Debtors have DLA Piper LLP (US) as counsel, Houlihan Lokey Capital, Inc., as financial advisor, Deloitte as restructuring advisors and Prime Clerk LLC as claims and noticing agent. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. ALLY FINANCIAL: Declares Dividends on Preferred Stock ----------------------------------------------------- Ally Financial Inc. had declared quarterly dividend payments for certain outstanding preferred stock. Each of these dividends were declared by the board of directors on Oct. 16, 2014, and are payable on Nov. 17, 2014. A quarterly dividend payment was declared on Ally's Fixed Rate Cumulative Perpetual Preferred Stock, Series G, of $46.1 million, or $17.89 per share, and is payable to shareholders of record as of Nov. 1, 2014. Additionally, a dividend payment was declared on Ally's Fixed Rate/Floating Rate Perpetual Preferred Stock, Series A, of $21.7 million, or $0.53 per share, and is payable to shareholders of record as of Nov. 1, 2014. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. The Company's balance sheet at June 30, 2014, showed $149.93 billion in total assets, $135.05 billion in total liabilities and $14.87 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. ALLY FINANCIAL: Earns Profit as Gov't Pares Ownership ----------------------------------------------------- Ryan Tracy and Andrew R. Johnson, writing for The Wall Street Journal, reported that almost six years after its near-collapse, Ally Financial Inc. is nearly out from the U.S. government?s clutches, and taxpayers are earning a profit of more than $1 billion as the firm heads out the door. According to the report, the unlikely turnaround of the former financing arm of General Motors Co. is the product of a long, tumultuous trip through the Treasury Department?s bailout program, including three financial infusions and other assistance totaling $17.2 billion, the appointment of as many as six government-approved board members, the sale of several business lines and the rocky bankruptcy of its subprime-mortgage arm. About Ally Financial Ally Financial Inc., formerly GMAC Inc. -- http://www.ally.com/-- is one of the world's largest automotive financial services companies. The Company offers a full suite of automotive financing products and services in key markets around the world. Ally's other business units include mortgage operations and commercial finance, and the company's subsidiary, Ally Bank, offers online retail banking products. Ally operates as a bank holding company. GMAC obtained a $17 billion bailout from the U.S. government in exchange for a 56.3 percent stake. Private equity firm Cerberus Capital Management LP keeps 14.9 percent, while General Motors Co. owns 6.7 percent. The Company's balance sheet at June 30, 2014, showed $149.93 billion in total assets, $135.05 billion in total liabilities and $14.87 billion in total equity. * * * As reported by the TCR on Dec. 16, 2013, Standard & Poor's Ratings Services said it raised its issuer credit rating on Ally Financial Inc. to 'BB' from 'B+'. "The upgrade reflects the company's release from potential legal and financial liabilities stemming from its ownership of ResCap," said Standard & Poor's credit analyst Tom Connell. In the April 3, 2014, edition of the TCR, Fitch Ratings has upgraded Ally Financial Inc.'s long-term Issuer Default Rating (IDR) and senior unsecured debt rating to 'BB+' from 'BB'. The rating upgrade reflects increased clarity around Ally's ownership structure given Ally's recent announcement that it has launched an initial public offering those shares of its common stock held by the U.S. Treasury (the Treasury). As reported by the TCR on July 16, 2014, Moody's Investors Service affirmed the Ba3 corporate family and B1 senior unsecured ratings of Ally Financial, Inc. and revised the outlook for the ratings to positive from stable. Moody's affirmed Ally's ratings and revised its rating outlook to positive based on the company's progress toward sustained improvements in profitability and repayment of government assistance received during the financial crisis. AMERICAN COMMERCE: Delays Form 10-Q for August 31 Quarter --------------------------------------------------------- American Commerce Solutions, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b- 25 with respect to its quarterly report on Form 10-Q for the quarter ended Aug. 31, 2014. The Company said the compilation, dissemination and audit of the information required to be presented in the Form 10-Q for has imposed time constraints that have rendered timely filing of the Form 10-Q impracticable without undue hardship and expense to the Company. The Company undertakes the responsibility to file that annual report no later than five days after its original due date. About American Commerce American Commerce Solutions, Inc., headquartered in Bartow, Florida, is primarily a holding company with one wholly owned subsidiary; International Machine and Welding, Inc., is engaged in the machining and fabrication of parts used in heavy industry, and parts sales and service for heavy construction equipment. American Commerce incurred a net loss of $169,061 on $2.66 million of net sales for the year ended Feb. 28, 2014, as compared with a net loss of $5,791 on $2.35 million of net sales during the prior year. The Company's balance sheet at May 31, 2014, showed $4.91 million in total assets, $2.97 million in total liabilities and $1.93 million in total stockholders' equity. Messineo & Co., CPAs LLC, in Clearwater, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has recurring losses resulting in an accumulated deficit and is in default of several notes payable. These conditions raise substantial doubt about its ability to continue as a going concern. AMERICAN INT'L: Bailout Architects Leave Questions for Executives ----------------------------------------------------------------- Andrew Zajac and Christie Smythe, writing for Bloomberg News, reported that the trial over the American International Group Inc. bailout shifts from the architects of the 2008 rescue, who spent days testifying as to why they imposed the terms they did on the ailing insurer, to the executives who accepted their demands. According to the report, Robert Willumstad and Edward Liddy, two of Greenberg's successors as chief executive officer at the insurance giant, will testify in the U.S. Court of Federal Claims in Washington, where Judge Thomas Wheeler is hearing the case without a jury. 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. AMPLIPHI BIOSCIENCES: Philip Young Quits as Director ---------------------------------------------------- Philip J. Young resigned from the Board of Directors of AmpliPhi Biosciences Corporation, effective as of the date prior to the next annual meeting of the Company's shareholders, according to a regulatory filing with the U.S. Securities and Exchange Commission. AmpliPhi Biosciences Corp. is a biopharmaceutical company that develops bacteriophage-based therapeutics. It also develops an internally generated pipeline of naturally occurring viruses called bacteriophage (Phage) for the treatment of bacterial infection, such as drug-resistant strains of bacteria that are commonly found in the hospital setting. The company's Phage discovery also focuses on acute & chronic lung, sinus and gastrointestinal infections. AmpliPhi Biosciences was founded in March 1989 and is headquartered in Glen Allen, Virginia. The Company reported a net loss of $57.65 million on $325,000 of total revenue for the year ended Dec. 31, 2013, compared with a net loss of $1.11 million on $664,000 of total revenue in 2012. The Company's balance sheet at Dec. 31, 2013, showed $37.85 million in total assets, $53.25 million in total liabilities, and a stockholders' deficit of $15.4 million. PBMares, LLP, in Richmond, Virginia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring losses from operations and has an accumulated deficit that raise substantial doubt about its ability to continue as a going concern. ARCH COAL: Bank Debt Trades at 15% Off -------------------------------------- Participations in a syndicated loan under which Arch Coal Inc. is a borrower traded in the secondary market at 85.20 cents-on-the- dollar during the week ended Friday, October 17, 2014, according to data compiled by LSTA/Thomson Reuters MTM Pricing and reported in The Wall Street Journal. This represents a decrease of 4.68 percentage points from the previous week, The Journal relates. Arch Coal Inc. pays 500 basis points above LIBOR to borrow under the facility. The bank loan matures on May 17, 2018, and carries Moody's B1 rating and Standard & Poor's B+ rating. The loan is one of the biggest gainers and losers among 205 widely quoted syndicated loans with five or more bids in secondary trading for the week ended Friday, Oct. 17, 2014. ASR 2401 FOUNTAINVIEW: Meeting of Creditors Set for Nov. 3 ---------------------------------------------------------- The meeting of creditors of ASR 2401 Fountainview, LLC is set to be held on Nov. 3, at 3:00 p.m., according to a filing with the U.S. Bankruptcy Court for the Southern District of Texas. The meeting will be held at Suite 3401, 515 Rusk Ave, in Houston, Texas. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About ASR 2401 Fountainview ASR 2401 Fountainview, LP, and ASR 2401 Fountainview, LLC sought bankruptcy protection in Houston (Bankr. S.D. Tex. Case Nos. 14- 35322) on Sept. 30, 2014, without stating a reason. Each debtor, a Single Asset Real Estate as defined in 11 U.S.C. Sec. 101(51B), estimated assets and debt of $10 million to $50 million. Each debtor claims to have its principal assets located at 2401 Fountain View, Houston, Texas. ASR LP's Chapter 11 case is assigned to Judge Letitia Z. Paul while ASR LLC's Chapter 11 case is assigned to Judge Marvin Isgur The Debtors have tapped Christopher Adams, Esq., at Okin Adams & Kilmer LLP, in Houston, as counsel. ASSOCIATED WHOLESALERS: U.S. Trustee Balks At Executive Bonus Plan ------------------------------------------------------------------ Law360 reported that the U.S. Trustee took issue with Associated Wholesalers Inc.'s proposals to pay its management bonuses, arguing the incentive plans are pay-to-stay arrangements, with one of them compensating senior executives for simply being present when a sale closes. According to the report, in motions before the Delaware bankruptcy court that hit on several of the same points, the bankruptcy watchdog agency, along with several Teamsters unions and the Local 11 Pension, argued that AWI's sale incentive plan and budget incentive plan -- which could cover up to 15 of the debtors directors, managers and officers -- don't pass muster under the Bankruptcy Code that requires the compensation to be predicated by difficult to reach goals. About Associated Wholesalers Founded in 1962 and headquartered in Robesonia, Pennsylvania, Associated Wholesalers Inc. services 800 supermarkets, specialty stores, convenience stores and superettes with grocery, meat, produce, dairy, frozen foods and general merchandise/health and beauty care products. AWI, which owns distribution facilities in Robesonia, Pennsylvania, and York, Pennsylvania, serves the mid- Atlantic United States. AWI is owned by its 500 retail members, who in turn operate supermarkets. AWI has 1,459 employees. White Rose Inc. is a food wholesaler and distributor serving the greater New York metropolitan area. The company traces its origins to 1886, when brothers Joseph and Sigel Seeman founded Seeman Brothers & Doremus to provide grocery deliveries throughout New York City. White Rose carries out its operations through three leased warehouse and distribution centers, two of which are located in Carteret, New Jersey, and one in Woodbridge, New Jersey. White Rose has 777 employees. Associated Wholesalers and its affiliates sought Chapter 11 bankruptcy protection on Sept. 9, 2014, to sell their assets under 11 U.S.C. Sec. 363 to C&S Wholesale Grocers, absent higher and better offers. The Debtors have sought joint administration of their Chapter 11 cases for procedural purposes, seeking to maintain all pleadings on the case docket for AWI Delaware, Inc., Bankr. D. Del. Case No. 14-12092. As of the Petition Date, the Debtors owe the Bank Group (consisting of lenders, Bank of America, N.A., Bank of American Securities LLC as sole lead arranger and joint book runner, Wells Fargo Capital Finance, LLC as joint book runner and syndication agent, and RBS Capita, as documentation agent) an aggregate principal amount of not less than $131,857,966 (inclusive of outstanding letters of credit), plus accrued interest. The Debtors estimate trade debt of $72 million. Saul Ewing LLP and Rhoads & Sinon LLP are serving as legal advisors to the Debtors, Lazard Middle Market is serving as financial advisor, and Carl Marks Advisors is serving as restructuring advisor to AWI. Carl Marks' Douglas A. Booth has been tapped as chief restructuring officer. Epiq Systems serves as the claims agent. ATLANTIC RETAIL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Atlantic Retail Construction, Inc. 6716 US Hwy 158 Stokesdale, NC 27357 Case No.: 14-11216 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Middle District of North Carolina (Greensboro) Debtor's Counsel: Katherine J. Clayton, Esq. BROOKS PIERCE MCLENDON HUMPHREY & LEONARD, LLP P.O. Box 1800 Raleigh, NC 27602 Tel: 919-839-0300 Fax: 919-839-0304 Email: kclayton@brookspierce.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Matthew C. Moorefield, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/ncmb14-11216.pdf ATRINSIC INC: Files Fiscal 2014 Form 10-K ----------------------------------------- Atrinsic, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $1.12 million on $0 of revenues for the period from July 12, 2013, to June 30, 2014. For the period from July 1, 2013, to July 11, 2013, the Company posted net income of $778,000 on $0 of revenues. The Company also reported a net loss of $1.02 million on $85,000 of revenues for the year ended June 30, 2013. As of June 30, 2014, the Company had $246,000 in total assets, $316,000 in total liabilities and a $70,000 total shareholders' deficit. Marcum LLP, in New York, 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 continued to incur net losses through June 30, 2014, and have yet to establish profitable operations. These factors among others create a substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/mOGbJg About Atrinsic Atrinsic Inc.'s principal asset is a 51% membership interest in Momspot, which is in the process of developing an online affiliated marketing network targeting the Mommy Market. The Company does not conduct any other business activity, directly or indirectly. On June 15, 2012, the Company filed a Chapter 11 petition in the United States Bankruptcy Court in Southern District of New York (Case No. 12-12553). As of that date, the Company terminated all remaining employees, and ceased its normal business operations. The Company emerged from Chapter 11 on June 26, 2013, at which time the Plan of Reorganization was conditionally confirmed by the United States Bankruptcy Court, Southern District of New York. The confirmation was subject to the consummation of the Company's acquisition of a 51% controlling interest in Momspot LLC, which was subsequently completed on July 12, 2013. The Emergence Date was the date the Company adopted fresh start accounting in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 852. The adoption of fresh-start accounting resulted in the Company becoming a new entity for financial reporting purposes. Accordingly, the financial statements on or prior to July 12, 2013, are not comparable with the financial statements for periods after July 12, 2013. AURA SYSTEMS: Incurs $4.1 Million Net Loss in Second Quarter ------------------------------------------------------------ Aura Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $4.10 million on $510,550 of net revenues for the three months ended Aug. 31, 2014, compared to a net loss of $3.73 million on $615,389 of net revenues for the same period in 2013. For the six months ended Aug. 31, 2014, the Company reported a net loss of $8.11 million on $960,522 of net revenues compared to a net loss of $6.71 million on $1.42 million of net revenues for the six months ended Aug. 31, 2013. As of Aug. 31, 2014, the Company had $1.45 million in total assets, $35.07 million in total liabilities and a $33.62 million total stockholders' deficit. The Company had cash of approximately $34,000 and $41,000 as of Aug. 31, 2014, and Feb. 28, 2014, respectively. The Company had a working capital deficit at Aug. 31, 2014, and Feb. 28, 2014, of $30,629,679 and $28,134,537, respectively. A copy of the Form 10-Q is available for free at: http://is.gd/k8Jfqp About Aura Systems El Segundo, Calif.-based Aura Systems, Inc., designs, assembles and sells the AuraGen(R), its patented mobile power generator that uses a prime mover such as the engine of a vehicle to generate power. Aura Systems incurred a net loss of $13.95 million for the year ended Feb. 28, 2014, as compared with a net loss of $15.14 million for the year ended Feb. 28, 2013. Kabani & Company, Inc., in Los Angeles, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has historically incurred substantial losses from operations, and may not have sufficient working capital or outside financing available to meet its planned operating activities over the next twelve months. These conditions raise substantial doubt about the Company's ability to continue as a going concern. BERNARD L. MADOFF: 2nd Circ. Eyes Investors' Interest Claims ------------------------------------------------------------ Law360 reported that a federal appellate panel expressed skepticism that it could order the payment of interest to early investors in Bernie Madoff's Ponzi scheme despite their lawyers' pleas for ?fairness? in making whole those who long ago trusted the fraudster. According to the report, the jilted investors were before Second Circuit Judges Debra Ann Livingston, Chester J. Straub and Richard C. Wesley, with the latter two repeatedly doubting their authority -- and the rationale -- for potentially authorizing such a change to the payout formula being used by the trustee. About Bernard L. Madoff Bernard L. Madoff Investment Securities LLC and Bernard L. Madoff orchestrated the largest Ponzi scheme in history, with losses topping US$50 billion. On Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. District Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. The District Court's Protective Order (i) appointed Irving H. Picard, Esq., as trustee for the liquidation of BLMIS, (ii) appointed Baker & Hostetler LLP as his counsel, and (iii) removed the SIPA Liquidation proceeding to the Bankruptcy Court (Bankr. S.D.N.Y. Adv. Pro. No. 08-01789) (Lifland, J.). Mr. Picard has retained AlixPartners LLP as claims agent. On April 13, 2009, former BLMIS clients filed an involuntary Chapter 7 bankruptcy petition against Bernard Madoff (Bankr. S.D.N.Y. 09-11893). The petitioning creditors -- Blumenthal & Associates Florida General Partnership, Martin Rappaport Charitable Remainder Unitrust, Martin Rappaport, Marc Cherno, and Steven Morganstern -- assert US$64 million in claims against Mr. Madoff based on the balances contained in the last statements they got from BLMIS. On April 14, 2009, Grant Thornton UK LLP as receiver placed Madoff Securities International Limited in London under bankruptcy protection pursuant to Chapter 15 of the U.S. Bankruptcy Code (Bankr. S.D. Fla. 09-16751). The Chapter 15 case was later transferred to Manhattan. In June 2009, Judge Lifland approved the consolidation of the Madoff SIPA proceedings and the bankruptcy case. Judge Denny Chin of the U.S. District Court for the Southern District of New York on June 29, 2009, sentenced Mr. Madoff to 150 years of life imprisonment for defrauding investors in United States v. Madoff, No. 09-CR-213 (S.D.N.Y.). From recoveries in lawsuits coupled with money advanced by SIPC, Mr. Picard has commenced distributions to victims, with the fourth and latest batch of distributions done in May 2014. Distributions to eligible claimants have totaled almost $6 billion, which includes $812.2 million in committed advances from the SIPC. More than 1,100 victims have already recovered the full principal they lost in the fraud. As of May 2014, Mr. Picard has recovered or reached agreements to recover $9.8 billion since his appointment in December 2008. BIOFUEL ENERGY: Subscription Rights Delisted From NASDAQ -------------------------------------------------------- The NASDAQ Stock Market LLC filed a Form 25 with the U.S. Securities and Exchange Commission to remove from listing or registration BioFuel Energy Corp.'s subscription rights. About Biofuel Energy Denver, Colo.-based BioFuel Energy Corp. (Nasdaq: BIOF) -- http://www.bfenergy.com/-- aims to become a leading ethanol producer in the United States by acquiring, developing, owning and operating ethanol production facilities. It currently has two 115 million gallons per year ethanol plants in the Midwestern corn belt. Biofuel Energy incurred a net loss of $45.65 million in 2013, a net loss of $46.32 million in 2012 and a net loss of $10.36 million in 2011. The Company's balance sheet at June 30, 2014, showed $8.84 million in total assets, $1.40 million in total liabilities and $7.43 million in total equity. BIOLIFE SOLUTIONS: Signs Indemnification Agreements With D&Os ------------------------------------------------------------- The Board of Directors of BioLife Solutions, Inc., adopted a form of indemnification agreement, which was subsequently entered into with each of the Company's directors and its chief executive officer, chief financial officer, chief operating officer and chief technology officer. The current Indemnitees are Raymond Cohen, Joseph Schick, Rick Stewart, Andrew Hinson, Michael Rice, Daphne Taylor, Joe Annicchiarico and Aby Mathew. The Indemnification Agreement requires the Company to indemnify each Indemnitee to the fullest extent permitted by applicable law and to any greater extent as such law may thereafter be amended to increase the scope of such permitted indemnification. Among other things, if the Indemnitee meets the standard of conduct under applicable law, the Company must indemnify the Indemnitee against certain expenses (including attorney's fees), damages, losses, liabilities, judgments, fines and other amounts paid or payable in settlement for any claim by reason or arising out of the fact that Indemnitee is or was a director, officer, employee or agent of the Company or is or was serving at the request of the Company as a director, officer, employee or agent of another entity. The Indemnification Agreement also provides that the Indemnitee has the right to advancement by the Company of any and all expenses actually and reasonably paid or incurred by the Indemnitee, and requires that that Indemnitee repay such amounts to the Company if the Indemnitee is ultimately determined not to be entitled to indemnification from the Company. About BioLife Solutions Bothell, Washington-based BioLife Solutions, Inc., develops and markets patented hypothermic storage and cryo-preservation solutions for cells, tissues, and organs, and provides contracted research and development and consulting services related to optimization of biopreservation processes and protocols. BioLife Solutions incurred a net loss of $1.08 million in 2013, a net loss of $1.65 million in 2012, and a net loss of $1.95 million in 2011. The Company's balance sheet at June 30, 2014, showed $14.80 million in total assets, $1.40 million in total liabilities and $13.39 million in total shareholders' equity. BOOMERANG SYSTEMS: Extends Tender Offer Until October 31 -------------------------------------------------------- Boomerang Systems, Inc., filed an amendment No. 4 to Schedule TO which amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on July 11, 2014, as amended. The Schedule TO relates to the right of holders of certain of its unsecured convertible promissory notes and outstanding warrants to purchase common stock to exchange those notes and warrants for shares of common stock of the Company. The amendment extends the expiration of the Offer to Oct. 31, 2014. As of Oct. 15, 2014, the Company has received Elections to Participate from holders of 65.48 First Tranche Units, 45.50 Second Tranche Units and 24.45 Third Tranche Units. Additionally, the amendment gives effect to anti-dilution adjustments as of Sept. 30, 2014, with respect to the number of warrants to purchase shares of common stock of the Company in each unit and the exercise price for that unit. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.22 million for the year ended Sept. 30, 2013, following a net loss of $17.42 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $5.54 million in total assets, $24.56 million in total liabilities and a $19.02 million total stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. BROWNIE'S MARINE: Alex Purdon Stake at 8.6% as of Sept. 30 ---------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Alexander Fraser Purdon disclosed that as of Sept. 30, 2014, he beneficially owned 6,800,955 shares of common stock of Brownie's Marine Group, Inc., representing 8.63 percent of the shares outstanding. Since March 8, 2012, the Company has agreed to pay Mr. Purdon's bonus compensation in restricted shares of common stock, in lieu of cash. The number of shares paid is based on the weighted average sale price per share reported on the OTC Markets during the month the bonus was earned. A copy of the regulatory filing is available for free at: http://is.gd/PBkcUd About Brownie's Marine Brownie's Marine Group, Inc., does business through its wholly owned subsidiary, Trebor Industries, Inc., d/b/a Brownie's Third Lung, a Florida corporation. The Company designs, tests, manufactures and distributes recreational hookah diving, yacht based scuba air compressor and nitrox generation systems, and scuba and water safety products. BWMG sells its products both on a wholesale and retail basis, and does so from its headquarters and manufacturing facility in Fort Lauderdale, Florida. The Company's common stock is quoted on the OTC BB under the symbol "BWMG". The Company's Web site is http://www.browniesmarinegroup.com/ Brownie's Marine reported a net loss of $788,286 in 2013, as compared with a net loss of $2.01 million in 2012. The Company's balance sheet at June 30, 2014, showed $1.09 million in total assets, $1.57 million in total liabilities and a $472,386 total stockholders' deficit. Brownie's Marine said in its quarterly report on Form 10-Q for the period ended June 30, 2014, that it may be required to scale back or cease operations, liquidate its assets and possibly seek bankruptcy protection if it fails to raise additional funds when needed. BUILDING #19: Local Co. Eying $1.9 Parcel in Narragansett Park -------------------------------------------------------------- A local company is tentatively set to acquire the former Building #19 in the Narragansett Business Park, Ethan Shorey at the Valley Breeze reports, citing Neil Amper of Capstone Properties, who is in charge of the sale for Building #19, Inc. Valley Breeze relates that the 19-acre parcel off Narragansett Park Drive and Newport Avenue -- the former site of the Narragansett Park horse racing track -- is currently listed on the online commercial property website Loopnet for $1.9 million. Mr. Amper said the property was initially listed for $2.2 million, According to Valley Breeze, Mr. Amper gave no additional details. "We're still in the process of trying to finalize a transaction," the report quoted Mr. Amper as saying. Mayor Donald Grebien's spokesperson, Dylan Zelazo, said that there have been "numerous interested investors" since the building went up for sale, Valley Breeze reports. About Building #19, Inc. Building #19, Inc., and its affiliates sought protection under Chapter 11 of the Bankruptcy Code on Nov. 1, 2013 (Bankr. D. Mass. Case No. 13-16429). The other debtors are (a) Paperworks #19, Inc., Case No. 13-16430; (b) Beth's Basics, Inc., Case No. 13-16433; (c) Furniture #19, Inc., Case No. 13-16431; (d) PB&J Kids #19, Inc., Case No. 13-16434; and (e) Footwear #19 Plus, Inc. Case No. 13-16432. Donald Ethan Jeffery, Esq., and Harold B. Murphy, Esq., at Murphy & King, Professional Corporation, in Boston, Massachusetts, serve as the Debtors' bankruptcy counsel. The Tron Group, LLC, serve as their financial advisers. The U.S. Trustee for Region 1 appointed five members to the official committee of unsecured creditors. The Committee retained Duane Morris LLP as its counsel. Newburg & Company LLP is the financial advisors to the Committee. CHESAPEAKE ENERGY: S&P Revises Outlook to Pos. & Affirms 'BB+' CCR ------------------------------------------------------------------ Standard & Poor's Ratings Services revised the rating outlook on Chesapeake Energy Corp. to positive from stable. S&P also affirmed its 'BB+' corporate credit rating on Chesapeake and its 'BB+' issue-level rating on the company's senior unsecured debt. The recovery rating on the debt remains '3', which indicates S&P's expectation for a meaningful (50% to 70%) recovery in the event of a default. In addition, S&P affirmed its 'B+' issue rating on Chesapeake's preferred stock. Chesapeake Energy Corp. and Southwestern Energy Co. have announced an agreement whereby Chesapeake is to sell its assets in the Southern Marcellus Shale and a portion of its assets in the Eastern Utica Shale to Southwestern for $5.375 billion. The company expects the transaction to close by year-end. "Completion of the Southern Marcellus divestiture should provide Chesapeake with sufficient wherewithal to reduce financial leverage to a greater extent than assumed in S&P's base case scenario, but management has not clarified the specific use of proceeds, and we perceive there to be uncertainty on this point," said Standard & Poor's credit analyst Scott Sprinzen. S&P currently expects that if Chesapeake were to take actions that resulted in an incremental reduction of debt and debt-like liabilities of more than $5 billion -- such that debt and debt- like liabilities totaled less than $11 billion -- then debt to EBITDA would be sustainably below 2x over the next two years. This could result in an upgrade and the revision of S&P's financial risk profile assessment to significant from aggressive. On the other hand, the rating could be jeopardized if, contrary to S&P's expectations, there were some combination of a failure to complete pending asset sales, operating setbacks, or a growth strategy and financial policy that were more aggressive than S&P now anticipates. CHESAPEAKE ENERGY: Moody's Affirms Ba1 CFR; Outlook Positive ------------------------------------------------------------ Moody's Investors Service changed Chesapeake Energy Corporation's rating outlook to positive from stable. Moody's also affirmed Chesapeake's Ba1 Corporate Family Rating (CFR), Ba1 senior unsecured notes ratings and SGL-2 Speculative Grade Liquidity Rating. This rating action is in response to the company's announcement that it has agreed to sell its southern Marcellus Shale properties and a portion of its eastern Utica Shale properties to Southwestern Energy Company (Southwestern, Baa3 stable) for $5.375 billion in cash. "This large asset sale greatly increases Chesapeake's financial flexibility to pursue future leverage reduction and invest in its core growth properties," commented Pete Speer, Moody's Senior Vice President. "The positive rating outlook reflects the company's potential to strengthen its financial profile and improve its operating cost structure and investment returns to levels consistent with a Baa3 rating over the next year to eighteen months." Ratings Rationale Chesapeake announced that it has executed a purchase and sale agreement to sell approximately 413,000 net acres and approximately 1,500 wells in northern West Virginia and southern Pennsylvania, of which 435 are in the Marcellus and Utica formations, along with related property, plant and equipment. Chesapeake still retains its large Marcellus Shale acreage position in northeastern Pennsylvania along with its Utica Shale properties in Ohio. The transaction, which is subject to certain customary closing conditions, including the receipt of third-party consents, is expected to close in the fourth quarter of 2014. The $5.375 billion cash proceeds will initially augment Chesapeake's good liquidity profile while also enhancing its financial flexibility to reduce debt or debt like obligations and fund organic production growth in 2015. The properties being sold are a small portion of Chesapeake's diversified property portfolio, representing about 8% of Chesapeake's current production and its proved reserves at December 31, 2013. The company still has numerous oil and natural gas liquids focused development plays to invest in, including the Eagle Ford, Utica and Powder River Basin. Chesapeake also has natural gas options in the portfolio, including its northern Marcellus and Haynesville acreage. Chesapeake's Ba1 CFR incorporates the benefits of its very large proved reserve and production scale, sizable high quality acreage positions in multiple basins across the US, and competitive drillbit finding and development (F&D) costs. The rating also reflects the company's improving leverage metrics and declining financial complexity. The ratings are restrained by the company's still high exposure to natural gas and low price realizations caused by a relatively high cost burden for gathering and transporting its production. While Chesapeake has benefited from stronger natural gas prices in 2014, its cash margins, leveraged full-cycle returns and cash flow coverage of debt remain weaker than most investment grade rated peers. If Chesapeake can increase its cash margins and returns while continuing to achieve its organic reserves and production growth targets and improving its leverage metrics then the ratings could be upgraded to Baa3. A leveraged full-cycle ratio approaching 2x with retained cash flow (RCF)/debt sustained above 40% could result in a ratings upgrade. Conversely, a significant increase in financial leverage could pressure the ratings. RCF/debt below 25%, debt/PD above $10/boe, or debt/average daily production above $25,000/boe could result in a ratings downgrade. Outlook Actions: Issuer: Chesapeake Energy Corporation Outlook, Changed To Positive From Stable Affirmations: Issuer: Chesapeake Energy Corporation Probability of Default Rating, Affirmed Ba1-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Corporate Family Rating (Local Currency), Affirmed Ba1 Senior Unsecured Conv./Exch. Bond/Debenture (Local Currency), Affirmed Ba1 (LGD4) Senior Unsecured Regular Bond/Debenture (Local Currency), Affirmed Ba1 (LGD4) Senior Unsecured Shelf (Local Currency) Aug 6, 2016, Affirmed (P)Ba1 The principal methodology used in this rating was Global Independent Exploration and Production Industry published in December 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Chesapeake Energy Corporation is an independent exploration and production company based in Oklahoma City, Oklahoma. CHESTNUT ST TOWNHOUSES: Case Summary & 20 Top Unsecured Creditors ----------------------------------------------------------------- Debtor: Chestnut St Townhouses, LLC 30 E. Maplewood Avenue Mechanicsburg, PA 17055 Case No.: 14-04797 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Middle District of Pennsylvania (Harrisburg) Judge: Hon. Robert N Opel II Debtor's Counsel: Markian R Slobodian, Esq. LAW OFFICES OF MARKIAN R. SLOBODIAN 801 North Second Street Harrisburg, PA 17102 Tel: 717 232-5180 Fax: 717 232-6528 Email: law.ms@usa.net Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by John Sopensky, member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/pamb14-04797.pdf CHINA PRECISION: Incurs $37.5 Million Net Loss in Fiscal 2014 ------------------------------------------------------------- China Precision Steel, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $37.51 million on $47.19 million of sales revenues for the year ended June 30, 2014, compared to a net loss of $68.93 million on $36.52 million of sales revenues in 2013. The Company's balance sheetat June 30, 2014, showed $77.85 million in total assets, $63.20 million in total liabilities, all current, and $14.64 million in total stockholders' equity. MSPC Certified Public Accountants and Advisors, A Professional Corporation, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. The independent auditors noted that the Company suffered very significant losses for the years ended June 30, 2014, and 2013, respectively. Additionally, the Company defaulted on interest and principal repayments of bank borrowings that raise substantial doubt about its ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/jCmA0D About China Precision Steel China Precision Steel -- http://chinaprecisionsteelinc.com-- is a niche precision steel processing company principally engaged in the production and sale of high precision cold-rolled steel products and provides value added services such as heat treatment and cutting medium and high carbon hot-rolled steel strips. China Precision Steel's high precision, ultra-thin, high strength (7.5 mm to 0.05 mm) cold-rolled steel products are mainly used in the production of automotive components, food packaging materials, saw blades, steel roofing and textile needles. The Company sells to manufacturers in the People's Republic of China as well as overseas markets such as Nigeria, Ethiopia, Thailand and Indonesia. China Precision Steel was incorporated in 2002 and is headquartered in Sheung Wan, Hong Kong. CITADEL PLASTICS: Moody's Assigns B2 Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has assigned a corporate family rating (CFR) of B2 and a probability of default rating (PDR) of B2-PD to Citadel Plastics Holdings, Inc (Citadel Plastics). The outlook on the ratings is stable. Concurrently, Moody's has assigned a B2 rating to Citadel Plastics' proposed $330 million first-lien senior secured credit facility due 2020, and a Caa1 rating to the company's proposed $100 million second-lien senior secured credit facility due 2021. The $330 million first-lien senior secured credit facility consists of a $30 million revolving credit facility (RCF), and a $300 million term loan facility. This is the first time that Moody's has publicly assigned ratings to Citadel Plastics, and all ratings are subject to the receipt of final debt documentation. Citadel Plastics plans to acquire The Composites Group (TCG, unrated), a US-headquartered manufacturer of thermoset product solutions. The TCG acquisition (the transaction) is expected to close in early November 2014. Moody's understands that the proceeds from the proposed senior secured credit facilities will be used to repay existing debt, fund the acquisition of TCG, and pay fees and expenses related to the transaction. "While Citadel Plastics is well positioned in the North American thermoset and thermoplastics materials space, the B2 CFR primarily reflects the company's acquisitive nature and resulting elevated leverage," says Anthony Hill, a Moody's Vice President -- Senior Credit Officer and lead analyst for Citadel Plastics. Citadel Plastics is owned by funds managed or advised by private equity firms HGGC, LLC and Charlesbank Capital Partners, LLC, both unrated. Assignments: Issuer: Citadel Plastics Holdings, Inc. Corporate Family Rating, Assigned B2 Probability of Default Rating, Assigned B2-PD $30 million Senior Secured Bank Credit Facility, Assigned B2 LGD3 $300 million Senior Secured Bank Credit Facility, Assigned B2 LGD3 $100 million Senior Secured Bank Credit Facility, Assigned Caa1 LGD5 Rating Rationale The B2 CFR assigned to Citadel Plastics reflects the company's acquisitive nature, limited operating history, and its elevated leverage, which Moody's expects will be around 5.2x debt/EBITDA (on a Moody's-adjusted basis) for the financial year-end (FYE) December 2014 and pro forma for acquisition. Citadel Plastics' rating is also constrained by its modest size, the commodity nature of its products, exposure to volatile raw material costs, customer concentration, lower margins (mainly in the thermoplastics business), and a history of limited free cash flow generation. Regarding its acquisitive nature, Citadel Plastics' growth strategy is based on opportunistic acquisitions, and Moody's notes that there are significant risks associated with the execution of this strategy. These risk mainly stem from the fragmented nature of the thermoset and thermoplastic markets, and customer qualification requirements associated with both applications. However, more positively, the B2 CFR also reflects Moody's view that Citadel Plastics, with its already meaningful market share in thermoset and thermoplastic materials space, will see its scale and earnings diversity improve with the acquisition of TCG -- especially in the higher margin thermoset space. Additionally, Citadel Plastics' rating is supported by the company's solid and improving technical capabilities as well as the company's stable and ongoing customer relationships. Citadel Plastics' liquidity is supported by its undrawn $30 million RCF and cash flow from operations. Moody's expects the company to generate positive free cash flow through 2015 as its end markets continue to recover from the slow-down experienced at the end of 2012 and resin prices remain subdued. Moody's expects Citadel Plastics to maintain a modest cash balance, and the RCF is available to support fluctuations in working capital requirements, but is expected to be largely undrawn over the coming quarters. Moody's expects Citadel Plastics to fund capital expenditures from its operating cash flow and that it will not pay a dividend through at least 2015. The rating agency understands that the senior secured credit facility will have limited covenants with sufficient headroom through at least 2015. The credit facility terms include an equity cure provision. An excess cash flow sweep pays down credit facility borrowings using 50% of excess cash flow with a step-down to 25% when senior leverage is below 3.25x debt/EBITDA (on an unadjusted basis). Using Moody's Loss Given Default (LGD) methodology, the PDR is equal to the CFR. This is based on a 50% recovery rate, primarily due to the covenant-lite structure of the senior secured credit facilities. The RCF and term loan facility are also rated B2. In Moody's opinion, the level of collateral backing Citadel Plastics' debt is not adequate to warrant any upward notching of the ratings of the first-lien senior secured credit facility. The subordinated $100 million second-lien senior secured credit facility is rated Caa1, two notches below the CFR. The second-lien senior secured credit facility is notched downwards from the CFR due to its subordinated ranking in the capital structure. The stable outlook reflects Moody's expectation that, pro forma for the transaction, Citadel Plastics will maintain its current level of profitability, generate positive free cash flow, and modestly delever over the coming quarters. The ratings have limited upside potential given Citadel Plastics' leverage, size, and the commodity nature of its products; however, the rating agency could upgrade Citadel Plastics' ratings if (1) financial leverage were to fall sustainably below 4.0x debt/EBITDA; and (2) retained cash flow to debt were to approach 12%, all on a Moody's-adjusted basis. Conversely, Moody's would consider downgrading Citadel Plastics' ratings if the company's credit metrics and liquidity profile deteriorate due to weakening operational performance or acquisitions. Quantitatively, Moody's would consider downgrading Citadel Plastics' rating if (1) its EBITDA margin falls sustainably below 12%; or (2) its free cash flow turns sustainably negative; or (3) its debt/EBITDA ratio rises sustainably above 5.5x, all on a Moody's-adjusted basis. Headquartered in Illinois, US, Citadel Plastics is a major manufacturer of thermoset and thermoplastic compound resins and product solutions. Since 2007, the company has grown rapidly through acquisitions. For the twelve months ending August 2014 and pro forma for the transaction, Citadel Plastics' revenues are approximately $525 million. The principal methodology used in this rating was the Global Chemical Industry 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. COLLAVINO CONSTRUCTION: Case Summary & 20 Top Unsec. Creditors -------------------------------------------------------------- Debtor: Collavino Construction Company Inc. 30 Montgomery Street, Suite 604 Jersey City, NJ 07302 Case No.: 14-12908 Chapter 11 Petition Date: October 17, 2014 Court: United States Bankruptcy Court Southern District of New York (Manhattan) Judge: Hon. Shelley C. Chapman Debtor's Counsel: Elizabeth Aboulafia, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Boulevard, Suite 402 Garden City, NY 11530 Tel: 516-296-9124 Fax: 516-357-3699 Email: eaboulafia@cullenanddykman.com - and - C. Nathan Dee, Esq. Matthew G. Roseman, Esq. CULLEN AND DYKMAN LLP 100 Quentin Roosevelt Blvd Garden City, NY 11530-4850 Tel: (516) 357-3700 Fax: (516) 393-8282 Email: ndee@cullenanddykman.com mroseman@cullenanddykman.com cdee@cullenanddykman.com Debtor's PECKAR & ABRAMSON, P.C., Special Litigation Counsel: Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Renzo Collavino, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nysb14-12908.pdf CRAIGHEAD COUNTY FAIR: Section 341(a) Meeting Set for Nov. 21 ------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Craighead County Fair Association will be held on Nov. 21, 2014, at 11:00 a.m. at Jonesboro First Meeting Room. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This meeting of creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. About Craighead County Fair Craighead County Fair Association filed a bare-bones Chapter 11 bankruptcy petition (Bankr. E.D. Ark. Case No. 14-15490) in Jonesboro, Arkansas, on Oct. 13, 2014. The Debtor, which is doing business as the Northeast Arkansas District Fair, estimated $10 million to $50 million in assets and debt. The case is assigned to Judge Audrey R. Evans. The Debtor is represented by James F. Dowden, Esq., at James F. Dowden, P.A., in Little Rock, Arkansas, as counsel. DETROIT, MI: To Demolish Joe Louis Arena, Give Land to FGIC ----------------------------------------------------------- Matthew Dolan, writing for The Wall Street Journal, reported that Detroit is on the verge of a mostly amicable end to its historic bankruptcy case, with its largest holdout creditor unveiling a deal to stop fighting and instead take a major stake in the city?s revival. According to the report, under the plan, the city will knock down its fabled but soon-to-be vacant Joe Louis Arena, home of the Detroit Red Wings professional hockey team, to make way for redevelopment led by Financial Guarantee Insurance Co., which the city owes about $1 billion. The bond insurer is now planning to enter a new development deal for the right to build a hotel, riverfront condominiums and retail stores on the site of Joe Louis arena, the report related. About City of Detroit, Michigan The City of Detroit, Michigan, weighed down by more than $18 billion in accrued obligations, sought municipal bankruptcy protection on July 18, 2013, by filing a voluntary Chapter 9 petition (Bankr. E.D. Mich. Case No. 13-53846). Detroit estimated more than $1 billion in both assets and debts. Kevyn Orr, who was appointed in March 2013 as Detroit's emergency manager, signed the petition. Detroit is represented by lawyers at Jones Day and Miller Canfield Paddock and Stone PLC. Michigan Governor Rick Snyder authorized the bankruptcy filing. The filing makes Detroit the largest American city to seek bankruptcy, in terms of population and the size of the debts and liabilities involved. The City's $18 billion in debt includes $5.85 billion in special revenue obligations, $6.4 billion in post-employment benefits, $3.5 billion for underfunded pensions, $1.13 billion on secured and unsecured general obligations, and $1.43 billion on pension- related debt, according to a court filing. Debt service consumes 42.5 percent of revenue. The city has 100,000 creditors and 20,000 retirees. The Hon. Steven Rhodes oversees the bankruptcy case. Detroit is represented by David G. Heiman, Esq., and Heather Lennox, Esq., at Jones Day, in Cleveland, Ohio; Bruce Bennett, Esq., at Jones Day, in Los Angeles, California; and Jonathan S. Green, Esq., and Stephen S. LaPlante, Esq., at Miller Canfield Paddock and Stone PLC, in Detroit, Michigan. Sharon Levine, Esq., at Lowenstein Sandler LLP, is representing the American Federation of State, County and Municipal Employees and the International Union. Babette Ceccotti, Esq., at Cohen, Weiss & Simon LLP, is representing the United Automobile, Aerospace and Agricultural Implement Workers of America. A nine-member official committee of retired workers was appointed in the case. The Retirees' Committee is represented by Dentons US LLP. Lazard Freres & Co. LLC serves as the Retiree Committee's financial advisor. * * * Standard & Poor's Ratings Services, on Sept. 5, 2014, raised its ratings on five bond CUSIPs of Detroit's outstanding sewerage disposal and water supply revenue bonds to 'BBB+' from 'D' as S&P indicated it would do in its report dated Aug. 28, 2014. The outlook is stable. The Troubled Company Reporter, on Oct. 10, 2014, reported that Moody's Investors Service has placed the City of Detroit's (MI) Certificates of Participation (COPs) Ca rating on review for possible downgrade. This action follows the recent settlement announcement between the city and Syncora, which insures a portion of the city's outstanding COPs. The settlement includes a cash payment, as well as extended and optional stakes in city owned assets. Moody's said it is likely that the recovery for creditors will be below 35% and as a result consistent with a C rating. The review will be resolved if and when a settlement with FGIC, the other main insurer of the city's COPs liabilities, is made public. DIALOGIC INC: Wells Fargo Consents to Merger With Novacap --------------------------------------------------------- Dialogic Inc. had entered into a definitive merger agreement with entities affiliated with Novacap TMT IV, L.P., an investment fund focused on technology, media and telecommunications and part of the Novacap group, a leading Canadian private equity firm, the TCR reported on Oct. 14, 2014. Under the terms of the Merger Agreement, an affiliate of Novacap will commence a tender offer for all outstanding shares of Dialogic common stock at an offer price of $0.15 per share within 10 business days. On Oct. 10, 2014, Dialogic Subsidiary and Wells Fargo Foothill Canada ULC entered into a commitment letter under which Wells Fargo agreed, in its capacity as agent under the Credit Agreement dated March 5, 2008, to commit: (1) to consent to the Offer, the Merger, the Merger Agreement, the Exchange Agreement and the transactions contemplated thereby, which would otherwise result in events of default under the Revolving Credit Agreement; and (2) to continue to provide financing under the Revolving Credit Facility with a maturity date of March 31, 2015, up to an amount not to exceed $13 million and otherwise on the terms set forth in the Commitment Letter. Concurrently with the execution and delivery of the Commitment Letter, Dialogic Subsidiary, Dialogic and Wells Fargo entered into a Twenty-Third Amendment to the Revolving Credit Agreement pursuant to which the Revolving Credit Agreement was amended, among other things, (1) to set the "Availability Block" at $1.75 million, which amount will reduce the "Borrowing Base" under the Revolving Credit Agreement at all times, and (2) to set the "Maximum Revolver Amount" at $13.0 million (or $12 million on and at all times after Jan. 1, 2015). Subject to the terms and conditions of the Revolving Credit Agreement, the lenders thereunder have agreed to advance funds to Dialogic Subsidiary in an amount at any time outstanding not to exceed the lesser of the Maximum Revolver Amount and the Borrowing Base. A copy of the Agreement and Plan of Merger is available at: http://is.gd/bnoSud About Dialogic Milpitas, Cal.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. Dialogic reported a net loss of $53.93 million in 2013 following a net loss of $37.61 million in 2012. The Company's balance sheet at June 30, 2014, showed $60.57 million in total assets, $134.74 million in total liabilities, and a $74.17 million total stockholders' deficit. The Company warned in its quarterly report for the period ended June 30, 2014, that it would likely need to seek protection under the provisions of the U.S. Bankruptcy Code or its affiliates might be required to seek protection under the provisions of applicable bankruptcy codes in other jurisdictions the event of an acceleration of the Company's obligations under the Revolving Credit Agreement or Term Loan Agreement prior to their maturity or if the agreements are not extended or otherwise restructured as of March 31, 2015, and the Company fails to pay the amounts that would then become due. DIALOGIC INC: Tennenbaum Capital Supports Merger Agreement ---------------------------------------------------------- Dialogic Inc., on Oct. 10, 2014, entered into an agreement and plan of Merger with Dialogic Group Inc., a Canadian corporation ("Parent"), and Dialogic Merger Inc., a wholly owned subsidiary of Parent ("Sub"). Parent and Sub are affiliates of Novacap TMT, a Canadian private equity firm. Pursuant to the Merger Agreement, Sub will commence a tender offer within 10 business days after the execution of the Merger Agreement to purchase all of the outstanding shares of the Common Stock at a purchase price of $0.15 per share, net to the seller thereof in cash without interest and less any applicable withholdings. The Offer will remain open for a minimum of 20 business days from commencement, subject to possible extension on the terms set forth in the Merger Agreement. Tennenbaum Capital Partners, LLC, disclosed that as of Oct. 10, 2014, it beneficially owned 12,542,161 shares of common stock of Dialogic representing 63.1 percent of the shares outstanding. As of Oct. 10, 2014, certain investment funds managed by Tennenbaum Capital held loans in the aggregate principal amount of approximately $87 million under the Third Amended and Restated Credit Agreement dated as of March 22, 2012, as amended, among Obsidian, LLC, as agent, the Term Lenders, as lenders, the Issuer and Dialogic Corporation, a British Columbia corporation and wholly owned subsidiary of the Issuer. Substantially simultaneously with the execution and delivery of the Merger Agreement, Parent, Sub, the Issuer, Dialogic Subsidiary, Obsidian and the Term Lenders entered into an Agreement to Exchange, Tender and Sell, pursuant to which the Term Lenders agreed, on the terms and subject to the conditions set forth in the Exchange Agreement: * to contribute certain of the Term Loans to the Company, prior to the closing of the Offer, in the aggregate principal amount of $8.75 million in exchange for an aggregate of 58,333,333 shares of Common Stock at a conversion price equal to the Offer Price; * to tender all of the shares of Common Stock held by them in the Offer (including the shares of Common Stock issued pursuant to the Exchange Transaction); * to support and approve the Merger Agreement, the Offer, the Merger and the other transactions contemplated thereby; * to sell to Sub, prior to the closing of the Offer, all of the Term Loans other than the Exchange Term Loans for aggregate cash consideration of approximately $24.1 million; and * to cause the Company to redeem the single share of Series D-1 Preferred Stock of the Company, held by an investment fund managed by Tennenbaum, for $100, provided that pursuant to the Exchange Agreement such fund has waived its right to receive that amount in light of other consideration. A copy of the regulatory filing is available for free at: http://is.gd/oLlco8 About Dialogic Milpitas, Cal.-based Dialogic Inc. provides communications platforms and technology that enable developers and service providers to build and deploy innovative applications without concern for the complexities of the communication medium or network. Dialogic reported a net loss of $53.93 million in 2013 following a net loss of $37.61 million in 2012. The Company's balance sheet at June 30, 2014, showed $60.57 million in total assets, $134.74 million in total liabilities, and a $74.17 million total stockholders' deficit. The Company warned in its quarterly report for the period ended June 30, 2014, that it would likely need to seek protection under the provisions of the U.S. Bankruptcy Code or its affiliates might be required to seek protection under the provisions of applicable bankruptcy codes in other jurisdictions the event of an acceleration of the Company's obligations under the Revolving Credit Agreement or Term Loan Agreement prior to their maturity or if the agreements are not extended or otherwise restructured as of March 31, 2015, and the Company fails to pay the amounts that would then become due. DOMARK INTERNATIONAL: Incurs $659,000 Net Loss in Aug. 31 Quarter ----------------------------------------------------------------- Domark International, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $658,976 on $0 of sales for the three months ended Aug. 31, 2014, compared to a net loss of $763,610 on $0 of sales for the same period in 2013. As of Aug. 31, 2014, the Company had $1.44 million in total assets, $2.59 million in total liabilities and a $1.15 million total stockholders' deficit. "[T]he Company has inadequate working capital to maintain or develop its operations, and is dependent upon funds from private investors and the support of certain stockholders. These factors raise substantial doubt about the ability of the Company 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/Hi0U6P About Domark International Based in Lake Mary, Florida, DoMark International, Inc., was incorporated under the laws of the State of Nevada on March 30, 2006. The Company was formed to engage in the acquisition and refinishing of aged furniture using exotic materials and then reselling it through interior decorators, high-end consignment shops and online sales. The Company abandoned its original business of exotic furniture sales in May of 2008 and pursued the acquisition of entities to best bring value to the company and its shareholders. The Company reported a net loss of $3.64 million for the fiscal year ended May 31, 2014, compared to a net loss of $9.48 million on $37,935 in 2013. ECO BUILDING: Incurs $28.9 Million Net Loss in Fiscal 2014 ---------------------------------------------------------- Eco Building Products, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $28.94 million on $1.46 million of total revenue for the year ended June 30, 2014, compared to a net loss of $24.59 million on $5.22 million of total revenue for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $1.91 million in total assets, $27.06 million in total liabilities and a $25.15 million total stockholders' deficit. On June 30, 2014, the Company had $375,066 in cash on hand. Sadler, Gibb & Associates, LLC, in Salt Lake City, UT, 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 generated minimal operating revenues, losses from operations, significant cash used in operating activities and its viability is dependent upon its ability to obtain future financing and successful operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. A copy of the Form 10-K is available for free at: http://is.gd/VsBF96 About Eco Building Vista, Calif.-based Eco Building Products is a manufacturer of proprietary wood products treated with an eco-friendly proprietary chemistry that protects against mold, rot, decay, termites and fire. ENDEAVOUR INT'L: To Grant Adequate Protection to Noteholders ------------------------------------------------------------ Endeavour International Corporation and its debtor-affiliates ask the Bankruptcy Court for approval to grant certain adequate protection and related relief to: (i) the holders of the 12% Notes due March 2018; (ii) the holders of the 12% Notes due June 2018; (iii) Wells Fargo Bank, National Association, in its capacities as trustee under the March 2018 Notes and collateral agent with respect to the Notes; and (iv) Wilmington Trust, N.A., in its capacity as trustee under the June 2018 Notes. Pursuant to pledged and security agreements signed May 31, 2012, Endeavour Operating Corporation ("EOC") granted to the Collateral Agent a security interest in its right, title and interest in certain property, inter alia, 65% of the equity of non-debtor affiliate Endeavour International Holding B.V. ("EIHBV"), all indebtedness from time to time owed to EOC by a Foreign Subsidiary and any instruments or agreements evidencing such indebtedness (collectively, the "Prepetition Assigned Property"). The Debtors have agreed that the Noteholders and the Trustees are entitled to receive the adequate protection for their respective interests in the Prepetition Assigned Property. Accordingly, the Debtors ask the Bankruptcy Court to enter a stipulated order that provides: a. The Debtors will grant to the Collateral Agent (1) valid and perfected replacement security interests in, and senior liens on, the Prepetition Assigned Property, (2) valid and perfected security interests in, and junior liens on all collateral pledged to the Term Loan Lenders, and (3) valid and perfected security interests in, and pari passu liens on, all of the interests of IEC and END Management Company and Endeavour Energy New Ventures Inc. b. The Prepetition Noteholders and the Prepetition Notes Trustees are each granted an allowed super-priority administrative claim against the Debtors' estates under Section 507(b) of the Bankruptcy Code to the extent that the Senior Replacement Liens, Junior Adequate Protections Liens and the Pari Passu Adequate Protection Liens do not adequately protect the diminution in the value of the Prepetition Noteholders' interest in the Prepetition Assigned Property. c. The Debtors have agreed to pay Wells Fargo, for itself and its professionals, ongoing payments in cash on a current basis, no less than monthly, in an amount equal to its reasonable and documented fees, costs, and expenses incurred in connection with the Debtors' chapter 11 cases; provided, however, the amount of fees, costs, and expenses payable by the Debtors on a current basis will not exceed $200,000 for the first month following the Petition Date and $100,000 for each month thereafter. d. The Debtors are authorized and directed to pay Wilmington Trust, for itself and its professionals, ongoing payments in cash on a current basis, no less than monthly, in an amount equal to its reasonable and documented fees, costs, and expenses incurred in connection with the Debtors' chapter 11 cases; provided, however, the amount of fees, costs, and expenses payable by the Debtors on a current basis under this paragraph will not exceed $150,000 for the first month following the Petition Date and $75,000 for each month thereafter. e. The Adequate Protection Liens will be automatically released upon the effective date of any chapter 11 plan of the Debtors. A copy of the Debtors' motion and the proposed stipulated order is available for free at http://bankrupt.com/misc/EIC_Adeq_Pro_Noteholders.pdf Prepetition Capital Structure As of the Petition Date, Endeavour has $1.2 billion in debt outstanding. This amount excludes accrued interest, fees and other amounts through the Petition Date that may be triggered as a result of these filings, as well as open but undrawn letters of credit and hedging obligations. Debt to bondholders is on account of these transactions: -- On Feb. 23, 2012, EIC closed on the private placement of $350 million in aggregate principal amount of 12% notes due March 2018 (the "March 2018 Notes"), governed by an indenture, under which Wells Fargo Bank, N.A., serves as trustee on behalf of the bondholders. On Oct. 15, 2012, Endeavour completed the private placement of an additional $54 million aggregate principle amount of March 2018 Notes. As of the Petition Date, $404.0 million in principal was outstanding under the March 2018 Notes, plus accrued interest of $29.2 million. -- On Feb. 23, 2012, EIC closed on the private placement of $150 million in aggregate principal amount of 12% notes due June 2018 (the "June 2018 Notes,"), governed by an indenture with Wilmington Trust, N.A., as trustee. Approximately $150.0 million in principal is outstanding under the June 2018 Notes, plus accrued interest of $10.8 million. -- On July 22, 2011, EIC issued $135 million of unsecured 5.5% Convertible Senior Notes due July 15, 2016, governed by an indenture under which Wilmington Savings Fund Society, FSB, is successor trustee. As of the Petition Date, $135.0 million in principal is outstanding under the 5.5% Convertible Notes, plus accrued interest of $1.7 million. -- On March 3, 2014, EIC issued $17.5 million in aggregate principal amount of unsecured 6.5% Convertible Notes due Dec. 1, 2017, governed by an indenture under which Wilmington Savings Fund Society, FSB, is trustee. As of the Petition Date, $17.5 million in principal is outstanding under the 6.5% Convertible Notes, plus accrued interest of $0.4 million. -- On Jan. 25, 2008, END LuxCo issued $40.0 million in aggregate principal amount of unsecured convertible bonds due March 31, 2014 (the "7.5% Convertible Bonds"), governed by a trust deed under which END LuxCo is primary obligor, BNY Corporate Trustee Services Limited is trustee. As of the Petition Date, approximately $83.7 million in principal is outstanding under the 7.5% Convertible Bonds. On Jan. 24, 2014, the Company entered into a $125 million Term Loan Facility the "Old EEUK Term Loan"), with Credit Suisse, as collateral agent on behalf of certain lenders. On that same date, non-debtor affiliate Endeavour Energy UK Limited ("EEUK"), an unaffiliated third party, LC Finco S.... r.l., and Credit Suisse AG entered into an LC Procurement Agreement whereby the Company secured letters of credit of approximately $130 million (later reduced to $90 million) and agreed to reimburse the unaffiliated third party any expense incurred with posted cash collateral. In 2013, EEUK entered into various monetary production payment arrangements, whereby EEUK sold the proceeds of its entitlements to production from its interests in certain U.K. Producing Fields to Cidoval S.... r.l. ("Cidoval") on March 5, 2013 (the "Cidoval MPP") and to Sand Waves, S.A. ("Sand Waves") on December 12, 2013 (the "Sand Waves MPP"). On Sept. 30, 2014, EIC, EIHBV and End Finco LLC entered into that certain amended and restated credit agreement (the "New EEUK Term Loan") providing for a senior secured term loan facility for the benefit of EEUK, with Credit Suisse as Administrative Agent on behalf of certain lenders thereto. Under the terms of the New EEUK Term Loan, the New EEUK Secured Lenders provided $440.0 million in proceeds (i) to repay in full the Old EEUK Term Loan, the MPP's and all reimbursement obligations outstanding relating to the LC Procurement Agreement, (ii) to provide cash collateral to support a new letter of credit issuance agreement and pay related fees and expenses, and (iii) for general corporate purposes (the "Refinancing Transaction"). As of the Petition Date, $440.0 million in principal is outstanding under the EEUK Term Loan. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Proposes Protections for Term Loan Lenders ----------------------------------------------------------- Endeavour International Corporation and its debtor-affiliates ask the Bankruptcy Court for authority to provide certain lender protections to their prepetition term loan secured lenders and Credit Suisse AG, Cayman Islands Branch, in its capacity as agent on behalf of the lenders. As of the Petition Date, $440.0 million in principal is outstanding on a term loan provided to non-debtor affiliates Endeavour International Holding B.V. ("EIHBV") and End Finco LLC, as borrowers pursuant to a restated credit agreement dated as of Sept. 30, 2014. Debtors Endeavour International Corporation ("EIC"), Endeavour Operating Corporation ("EOC"), Endeavour Energy New Ventures, Inc. and END Management Company, as guarantors, granted to Credit Suisse a security interest in all the right, title and interest to the Debtor Collateral, which consists of: a. the equity of non-debtor affiliate Endeavour International Holding B.V.; b. all indebtedness from time-to-time owed to EOC by a Foreign Subsidiary and any instruments or agreements evidencing such indebtedness; c. all proceeds of, or income from, the property described in preceding clauses (a) and (b); d. the cash, cash equivalents and deposit accounts of the Debtors; e. the Debtors' oil and gas properties located in North America, to the extent such property has no proved reserves; f. the Debtors' oil and gas properties located in North America to the extent that the aggregate PV-10 Value (as such term is defined in the Term Loan) of the proved reserves attributable to such oil and gas properties is less than $20,000,000; and g. any of the Debtors' individual oil and gas properties located in North America to the extent that the PV-10 Value of all proved reserves attributable to that property is less than $1,500,000. The Term Loan is also secured by the assets and equity holdings of certain non-debtor affiliates, including assets of, and equity in, EEUK (the "Non-Debtor Affiliate Collateral"). Pursuant to the terms of the Term Loan, the Term Loan Secured Lenders have agreed to permit the Debtors to grant additional liens on the Debtor Collateral (i) for the purpose of providing certain secured creditors of the Debtors with "adequate protection" pursuant to sections 362, 363(c)(2) and 363(e) of the Bankruptcy Code, if applicable; (ii) securing debtor in possession financing ("DIP Financing"), if any, entered into pursuant to section 364 of the Bankruptcy Code; or (iii) for the purpose of incurring indebtedness, if any, used to finance the costs of these chapter 11 cases in connection with the Debtors' emergence from chapter 11 ("Exit Financing"). In exchange for the ability to grant the liens on the Debtor Collateral without objection, the Debtors have agreed to certain Lender Protections for the benefit of the Term Loan Secured Lenders. These Lender Protections provide that the Term Loan Secured Lenders will be granted or will maintain liens on the Debtor Collateral (or property of the Debtors that may become Debtor Collateral pursuant to the Term Loan Documents) consistent with the terms of the Lender Protections Provision. Pursuant to the terms of the Term Loan and the Lender Protections Provision, with respect to liens granted to other parties for the purpose of providing "adequate protection" on the Debtor Collateral: a. Any such liens granted on the Debtor Collateral will be junior to the liens securing the Term Loan Obligations. b. If any such liens are granted on any unencumbered or under- encumbered property and assets of the Debtors that may become Debtor Collateral in accordance with the terms of the Term Loan Documents, other than the property and assets of Endeavour Colorado Corporation ("END Colorado"), the Prepetition Agent, for the benefit of the Term Loan Secured Lenders, will be granted liens on such property and assets on a pari passu basis. c. If any such liens are granted on the property and assets of END Colorado, the Prepetition Agent, for the benefit of the Term Loan Secured Lenders, will be granted liens on such property and assets on a senior basis. d. Any liens granted pursuant to this paragraph will be automatically released upon the effective date of any chapter 11 plan of the Debtors so long as no default exists under the Term Loan at such time. Additionally, with respect to liens granted by the Debtors for the purpose of securing DIP Financing or Exit Financing; such liens may, at the option of EIHBV or End Finco LLC, be pari passu with, or senior to, the liens securing the Term Loan Obligations, other than liens on the property and assets of Endeavour Colorado Corporation, on which the Prepetition Agent must have been granted liens on a senior basis. For the avoidance to doubt, such liens are limited to Debtor Collateral and will not include liens on the Non-Debtor Affiliate Collateral. Pursuant to the Term Loan, the aggregate principal amount of each of the DIP Financing and the Exit Financing will not exceed $15 million and, at any time, the aggregate principal amounts under both the DIP Financing and the Exit Financing, taken as a whole, will not exceed $15 million. Challenge Period The Debtors seek authority to limit the time period for parties in interest to assert claims or causes of action against the Prepetition Agent and Term Loan Secured Lenders pursuant to this Motion. Under this proposed Lender Protection, all non-Debtors, subject to their ability to obtain applicable legal standing (a "Challenging Party"), will have until (i) 60 days from the date of the appointment of a creditor's committee (a "Committee") or, (ii) if a Committee is not appointed initially, 75 days from the Petition Date (the "Challenge Period") to timely and properly file an adversary proceeding or contested matter asserting one or more claims or causes of action against the Term Loan Secured Lenders (each, a "Challenge"). A Challenging Party will have only until the expiration of the Challenge Period (the "Challenge Period Termination Date") to properly file a Challenge. A copy of the Debtor's Motion is available for free at: http://bankrupt.com/misc/EIC_Adeq_Pro_Term_Loan.pdf About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in Series C convertible preferred stock, and a $41.48 million stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: Meeting to Form Creditors' Panel Set for Oct. 27 ----------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Oct. 27, 2014, at 11:30 a.m. in the bankruptcy case of Endeavour Operating Corporation, et al. The meeting will be held at: J. Caleb Boggs Federal Building 844 King St., Room 2112 Wilmington, DE 19801 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On Oct. 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENDEAVOUR INT'L: North Sea Oil Field Up & Running Again ------------------------------------------------------- Endeavour International Corporation said its Rochelle field, one of its biggest oil fields in the U.K. North Sea, started pumping oil and gas again on Oct. 12 after production had been stopped in September for repairs, Collin Eaton at Fuelfix.com reports. Fuelfix.com relates that the Company's three biggest fields in the North Sea account for most of the Company's cash flow. The report says that the Company has lost hundreds of millions in revenue over the past three years as rough waters around U.K. have taken a toll on the Company's offshore equipment and the timing of its income, resulting in delays of oil production or disruption at the three fields. About Endeavour International Houston-based Endeavour International Corporation (NYSE: END) (LSE: ENDV) is an oil and gas exploration and production company focused on the acquisition, exploration and development of energy reserves in the North Sea and the United States. On October 10, 2014, Endeavour International and five affiliates filed voluntary petitions for relief under Chapter 11 of the United States Bankruptcy Code after reaching a restructuring deal with noteholders. The cases are pending joint administration under Endeavour Operating Corp.'s Case No. 14-12308 before the Honorable Kevin J. Carey (Bankr. D. Del.). As of June 30, 2014, the Company had $1.55 billion in total assets, $1.55 billion in total liabilities, $43.70 million in series c convertible preferred stock and a $41.48 million total stockholders' deficit. The Debtors have tapped Weil, Gotshal & Manges LLP as counsel; Richards, Layton & Finger, P.A., as co-counsel; The Blackstone Group L.P., as financial advisor; AlixPartners, LLP, as restructuring advisor; and Kurtzman Carson Consultants LLC, as claims and noticing agent. ENERGY FUTURE: Creditors Warn of 'Royal Rumble' in Bankruptcy ------------------------------------------------------------- Peg Brickley, writing for Daily Bankruptcy Review, reported that creditors attacked Energy Future Holdings Corp.'s plan to auction its stake in the Texas transmission business Oncor, warning that bidders are "buying into a royal rumble." According to the report, the Dallas energy company defends the planned bankruptcy auction as a way to boost the value it is gathering in Chapter 11 as it works to fix a balance sheet upset by plummeting natural-gas prices. Energy Future has garnered support from some creditors for the sale of its Oncor stake but faces opposition from investors in billions of dollars of endangered debt, the report related. 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. ENERGY FUTURE: Creditor Says Sale Plan Mocks Chap. 11 ----------------------------------------------------- Law360 reported that the indenture trustee for a group of Energy Future Holdings Corp. junior bondholders blasted the debtor's auction plan, arguing it would lock in a tax-free spinoff of a subsidiary that could deny its creditors of billions of dollars and "make a mockery" of the Chapter 11 process. According to the report, in a motion before the Delaware bankruptcy court, Wilmington Savings Fund Society FSB objected to EFH's proposed plan to auction off its 80 percent equity stake in nondebtor distribution company Oncor Electric Delivery Co. LLC, arguing the energy giant is not actually selling any stock or assets in the unit, but rather "leading a so-called tax-free 'investment'" in the reorganized equity of the debtor. 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. ERF WIRELESS: Sells 3.2 Million Common Shares --------------------------------------------- ERF Wireless, Inc., issued 3,228,261 shares of common stock pursuant to Convertible Promissory Notes from Oct. 11, 2014, through Oct. 17, 2014. The Shares were issued at an average of $0.0128 per share. The issuance of the Shares constitutes 17.9% of the issued and outstanding shares based on 17,975,177 shares issued and outstanding as of Oct. 10, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the Company of $7.26 million in 2013, a net loss attributable to the Company of $4.81 million in 2012 and a net loss attributable to the Company of $3.37 million in 2011. The Company's balance sheet at June 30, 2014, showed $3.59 million in total assets, $11.69 million in total liabilities and a $8.10 million total shareholders' deficit. ESP RESOURCES: Turner Stone Replaced MaloneBailey as Accountants ---------------------------------------------------------------- The Board of Directors of ESP Resources, Inc., dismissed MaloneBailey, LLP, as its independent registered public accounting firm on Oct. 10, 2014. On Oct. 13, 2014, the Board of Directors approved the engagement of Turner, Stone & Company, LLP, as the Company's independent registered public accounting firm, effective immediately. During the years ended Dec. 31, 2013, and Dec. 31, 2012, and the subsequent interim period through Oct. 17, 2014, the Company said it did not, nor did anyone on its behalf, consult with Turner Stone. MaloneBailey's audit reports in connection with the Company's financial statements for the years ended Dec. 31, 2013 and 2012 were included in the Company's Annual Report on Form 10-K, and other than the explanatory language included in the those reports related to the substantial doubt as to the Company's ability to continue as a going concern due to recurring net losses and its working capital deficit, the audit report did not contain an adverse opinion or disclaimer opinion, nor were the reports qualified or modified as to uncertainty, audit scope or accounting principles. In connection with the audits of the Company's financial statements for the fiscal years ended Dec. 31, 2013, and Dec. 31, 2012, and during the subsequent interim period through Oct. 17, 2014, there were no disagreements between the Company and MaloneBailey, the Company related in a regulatory filing with the U.S. Securities and Exchange Commission. 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. EVERYWARE GLOBAL: Stockholders OK Issuance of 7.3MM Shares ---------------------------------------------------------- EveryWare Global, Inc., held a special meeting of stockholders on on Oct. 7, 2014, at which the stockholders approved the issuance of up to 7,396,674 shares of common stock upon the exercise of warrants in accordance with NASDAQ Marketplace Rule 5635(d). As disclosed in the Company's Registration Statement on Form S-1 filed on Oct. 14, 2014, the Company was named as a defendant in a purported class action lawsuit in a complaint filed in the United States District Court for the Southern District of Ohio. The complaint alleges that the Company and certain of its current and former executive officers violated Section 10(b) and Section 20(a) of the Exchange Act by issuing allegedly false or misleading statements concerning the Company. The plaintiffs seek unspecified compensatory damages. The Company intends to vigorously defend these claims. Registers 2.1 Million Shares The Company filed with the U.S. Securities and Exchange Commission a Form S-1 registration statement relating to the sale by entities affiliated with Oppenheimer Funds, Inc., entities affiliated with CIFC Corporation, funds affiliated with Western Asset Company of up to 2,112,581 shares of common stock, par value $0.0001 per share, issued or issuable to those selling stockholders upon exercise of warrants at an exercise price of $0.01 per share, subject to adjustment pursuant to the terms of the warrants. The Company will not receive any cash proceeds from the sale of common stock by the selling stockholders. The Company will pay the expenses of registering the common stock. The Company's common stock is listed on the NASDAQ Global Market under the symbol "EVRY." The last reported sale price of the Company's common stock on Oct. 13, 2014 was $1.36 per share. A copy of the Form S-1 prospectus is available for free at: http://is.gd/iUddsK About EveryWare EveryWare Global, Inc. is a global marketer of tabletop and food preparation products for the consumer and foodservice markets, with operations in the United States, Canada, Mexico, Latin America, Europe and Asia. Its global platform allows it to market and distribute internationally its total portfolio of products, including bakeware, beverageware, serveware, storageware, flatware, dinnerware, crystal, buffetware and hollowware; premium spirit bottles; cookware; gadgets; candle and floral glass containers; and other kitchen products, all under a broad collection of widely-recognized brands. As of June 30, 2014, the Company had $274.33 million in total assets, $400.64 million in total liabilities and a $126.30 million total stockholders' deficit. For the six months ended June 30, 2014, the Company reported a net loss of $65.29 million on $194.63 millin of total revenues compared to a net loss of $2 million on $200.18 million of total revenues for the same period during the prior year. * * * As reported by the TCR on Aug. 6, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on EveryWare Global Inc. to 'CCC+' from 'CCC-'. "The upgrade reflects our view that a default scenario is less likely as a result of a $20 million investment from majority owner, Monomoy Capital Partners, in addition to a waiver received for the covenant default in the quarter ended March 2014 and the expected covenant default in the quarter ended June 2014. FULLCIRCLE REGISTRY: Rodefer Moss Quits as Auditors --------------------------------------------------- The Board of Directors of FullCircle Registry, Inc., accepted the resignation of its independent registered public accounting firm, Rodefer, Moss & Co. PLLC., on Oct. 8, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Rodefer, Moss & Co. PLLC's audited report on the financial statements for the two fiscal years ended Dec. 31, 2013, contains a note as to the Company's ability to continue as a going concern. The note indicated that the Company has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about the Company's ability to continue as a going concern. In connection with the audits of the Company's financial statements for the period from Jan. 1, 2012, through the date of resignation, the Company said it had no disagreements with Rodefer Moss & Co. About FullCircle Registry Shelbyville, Kentucky-based FullCircle Registry, Inc., targets the acquisition of small profitable businesses. FullCircle Registry, Inc., has become a holding company with three subsidiaries. They are FullCircle Entertainment, Inc., FullCircle Insurance Agency, Inc. and FullCircle Prescription Services, Inc. Target companies for future acquisition are those in search of exit plans for the owners and are intended to continue autonomous operations as current ownership is phased out over a period of 3-5 years. FullCircle Registry reported a net loss of $448,102 on $1.88 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $369,784 on $1.86 million of revenues during the prior year. As of June 30, 2014, the Company had $5.75 million in total assets, $6.06 million in total liabilities and a $306,851 total stockholders' deficit. Rodefer Moss & Co., PLLC, in New Albany, Indiana, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that FullCircle has suffered recurring losses from operations and has a net working capital deficiency that raises substantial doubt about the company's ability to continue as a going concern. FUSION TELECOMMUNICATIONS: Principal Accounting Officer Quits ------------------------------------------------------------- Fusion Telecommunications International, Inc., received the resignation of Marc Gelberg as the Company's senior vice president-finance and principal accounting officer, and as an officer of its subsidiaries, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Gelberg's resignation, which will become effective on Oct. 31, 2014, was unrelated to any disagreement with the Company on any matter relating to the Company's operations, policies or practices. Gordon Hutchins, Jr., continues to serve as the Company's acting chief financial officer. About Fusion Telecommunications New York City-based Fusion Telecommunications International, Inc. (OTC BB: FSNN) is a provider of Internet Protocol ("IP") based digital voice and data communications services to corporations and carriers worldwide. Fusion Telecommunications incurred a net loss applicable to common stockholders of $5.48 million in 2013, a net loss applicable to common stockholders of $5.61 million in 2012 and a net loss of $4.45 million in 2011. The Company's balance sheet at March 31, 2014, showed $69.69 million in total assets, $58.51 million in total liabilities and $11.18 million in total stockholders' equity. EPAZZ INC: Effects 1:10,000 Reverse Stock Split ----------------------------------------------- In September 2014, Epazz, Inc.'s majority stockholder and sole director (Shaun Passley) approved a 1:10,000 reverse stock split of the Company's Class A common stock. Effective Oct. 6, 2014, the Company affected the 1:10,000 reverse stock split of its Class A common stock, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company's Class B common stock and preferred stock were not affected by the reverse stock split. The Company's new symbol following the reverse split will be EPAZD. The D will be removed in 20 business days. Following the reverse stock split, the Company has 33,621,390 shares of common stock issued and outstanding and 100,000,000 shares of Class A common stock authorized. The Company?s new CUSIP number is 29413V 309. The majority stockholder and sole direct (Shaun Passley) plans to buy up to $10,000 worth of Common A in the open market. About EPAZZ Inc. Chicago, Ill.-based EPAZZ, Inc., was incorporated in the State of Illinois on March 23, 2000, to create software to help college students organize their college information and resources. The idea behind the Company was that if the information and resources provided by colleges and universities was better organized and targeted toward each individual, the students would encounter a personal experience with the college or university that could lead to a lifetime relationship with the institution. This concept is already used by business software designed to retain relationships with clients, employees, vendors and partners. Epazz reported a net loss of $3.37 million on $750,139 of revenue for the year ended Dec. 31, 2013, as compared with a net loss of $1.90 million on $1.19 million of revenue for the year ended Dec. 31, 2012. The Company's balance sheet at June 30, 2014, showed $1.99 million in total assets, $3.75 million in total liabilities and a $1.75 million total stockholders' deficit. M&K CPAS, PLLC, 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 an accumulated deficit of $(7,501,994) and a working capital deficit of $(1,283,338), which raises substantial doubt about its ability to continue as a going concern. Bankruptcy Warning The Company said in the 2013 Annual Report that it will need to raise additional funds to continue to operate as a going concern. "We cannot be certain that any such financing will be available on acceptable terms, or at all, and our failure to raise capital when needed could limit our ability to continue and expand our business. We intend to overcome the circumstances that impact our ability to remain a going concern through a combination of the commencement of additional revenues, of which there can be no assurance, with interim cash flow deficiencies being addressed through additional equity and debt financing. Our ability to obtain additional funding for the remainder of the 2014 year and thereafter will determine our ability to continue as a going concern. There can be no assurances that these plans for additional financing will be successful. Failure to secure additional financing in a timely manner to repay our obligations and supply us sufficient funds to continue our business operations and on favorable terms if and when needed in the future could have a material adverse effect on our financial performance, results of operations and stock price and require us to implement cost reduction initiatives and curtail operations. Furthermore, additional equity financing may be dilutive to the holders of our common stock, and debt financing, if available, may involve restrictive covenants, and strategic relationships, if necessary to raise additional funds, and may require that we relinquish valuable rights. In the event that we are unable to repay our current and long-term obligations as they come due, we could be forced to curtail or abandon our business operations, and/or file for bankruptcy protection; the result of which would likely be that our securities would decline in value and/or become worthless." FLUX POWER: To Pay SRA 5% of Placement Gross Proceeds ----------------------------------------------------- As previously reported with the U.S. Securities and Exchange Commission on Oct. 8, 2014, 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 pursuant to which the Company issued a Secured Promissory Convertible Note for the Line of Credit to the Lender. In connection with the Line of Credit, the Company retained Security Research Associates Inc., on a best- efforts basis, as its ?placement agent for the placement of the Note. The Company filed an amended report on Oct. 14, 2014, to disclose that in connection with placement agent services, the Company agreed to pay SRA a cash amount equal to 5% of the gross proceeds ?raised and a warrant for the purchase of the common stock of the Company. 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 $0.12 per share. The warrant will have a term of 5 years, an exercise price equal to $0.12 per share and will also include cashless exercise provisions as well as ?representations and warranties that are customary and standard in warrants issued to placement ?agents or underwriters. 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. GASPARI NUTRITION: Oct. 28 Meeting Set to Form Creditors' Panel --------------------------------------------------------------- Roberta A. DeAngelis, United States Trustee for Region 3, will hold an organizational meeting on Oct. 28, 2014, at 10:30 a.m. in the bankruptcy case of Gaspari Nutrition, Inc. The meeting will be held at: United States Bankruptcy Court 402 East State Street, Room 129 Trenton, New Jersey 08608 The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtors' case. The organizational meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. A representative of the Debtor, however, may attend the Organizational Meeting, and provide background information regarding the bankruptcy cases. To increase participation in the Chapter 11 proceeding, Section 1102 of the Bankruptcy Code requires that the United States Trustee appoint a committee of unsecured creditors as soon as practicable. The Committee ordinarily consists of the persons, willing to serve, that hold the seven largest unsecured claims against the debtor of the kinds represented on the committee. Section 1103 of the Bankruptcy Code provides that the Committee may consult with the debtor, investigate the debtor and its business operations and participate in the formulation of a plan of reorganization. The Committee may also perform other services as are in the interests of the unsecured creditors whom it represents. Gaspari Nutrition, Inc. filed a Chapter 11 petition (Bankr. D. N.J. Case No. 14-30963) on Oct. 16, 2014 in Trenton, New Jersey, Joshua T. Klein, Esq. and Michael J. Viscount, Jr., Esq., at serves as counsel to the Debtor. The Debtor estimated up to $10 million in assets and up to $50 million in liabilities. GENERAL MOTORS: General Counsel to Retire ----------------------------------------- John D. Stoll and Joseph B. White, writing for The Wall Street Journal, reported that General Motors Co. General Counsel Michael Millikin will retire early next year, ending the career of the executive most tarnished by the company?s mishandling of a deadly ignition-switch defect that led to millions of vehicle recalls. According to the report, Mr. Millikin?s planned departure comes amid a Justice Department probe of GM?s handling of the defective switch. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. GENERAL MOTORS: Credit Line Extension Allows Up to $4B Borrowing ---------------------------------------------------------------- John D. Stoll, writing for The Wall Street Journal, reported that General Motors Co. has reworked a credit line, allowing it to deepen its cash cushion by $1.5 billion and give GM Financial, its in-house finance company, the ability to borrow up to $4 billion in funds. According to the report, the Detroit auto maker said it has amended and extended an existing $11 billion three-year credit line that was to expire in 2015. Under the new agreement, GM can borrow up to $12.5 billion, up to nearly one-third of which can be extended to GM Financial, the company?s new lending unit, the report related. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. GENERAL MOTORS: Calif. DA Wants Ignition Switch Suit Removed ------------------------------------------------------------ Law360 reported that Orange County's district attorney told a New York federal judge that California's suit against General Motors LLC over its ignition-switch defect should be remanded to the state, arguing that the case is different from others in the multidistrict litigation because it was filed by a governmental unit. According to the report, District Attorney Tony Rackauckas said GM should have never removed California's suit from Orange County Superior Court, as the case was brought in the public interest and to enforce a police power. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. * * * The Troubled Company Reporter, on Sep. 29, 2014, reported that Standard & Poor's Ratings Services raised its corporate credit rating on U.S. automaker General Motors Co. (GM) to 'BBB-' from 'BB+', and revised the outlook to stable from positive. At the same time, S&P raised its issue-level rating on GM's unsecured debt to 'BBB-' from 'BB+' and simultaneously withdrew its '4' recovery rating on that debt, because S&P do not assign recovery ratings to the issues of investment-grade companies. GENERAL MOTORS: Ex-Con and Hedge Funds Find Common Ground --------------------------------------------------------- Nick Brown and Jessica Dye, writing for Reuters, reported that Roger Dean Gillispie, a former General Motors security guard who spent 20 years in an Ohio prison for rape, wants to sue General Motors for allegedly helping to frame him, and he?s getting support from an unlikely source: hedge funds. According to the report, hedge funds with claims on the Old GM assets also prefer new claimants direct their claims toward New GM. About Motors Liquidation General Motors Corporation and three of its affiliates filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 09-50026) on June 1, 2009. The Honorable Robert E. Gerber presides over the Chapter 11 cases. Harvey R. Miller, Esq., Stephen Karotkin, Esq., and Joseph H. Smolinsky, Esq., at Weil, Gotshal & Manges LLP, assist the Debtors in their restructuring efforts. Al Koch at AP Services, LLC, an affiliate of AlixPartners, LLP, serves as the Chief Executive Officer for Motors Liquidation Company. GM is also represented by Jenner & Block LLP and Honigman Miller Schwartz and Cohn LLP as counsel. Cravath, Swaine, & Moore LLP is providing legal advice to the GM Board of Directors. GM's financial advisors are Morgan Stanley, Evercore Partners and the Blackstone Group LLP. Garden City Group is the claims and notice agent of the Debtors. The U.S. Trustee appointed an Official Committee of Unsecured Creditors and a separate Official Committee of Unsecured Creditors Holding Asbestos-Related Claims. Lawyers at Kramer Levin Naftalis & Frankel LLP served as bankruptcy counsel to the Creditors Committee. Attorneys at Butzel Long served as counsel on supplier contract matters. FTI Consulting Inc. served as financial advisors to the Creditors Committee. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, represented the Asbestos Committee. Legal Analysis Systems, Inc., served as asbestos valuation analyst. The Bankruptcy Court entered an order confirming the Debtors' Second Amended Joint Chapter 11 Plan on March 29, 2011. The Plan was declared effect on March 31. On Dec. 15, 2011, Motors Liquidation Company was dissolved. On the Dissolution Date, pursuant to the Plan and the Motors Liquidation Company GUC Trust Agreement, dated March 30, 2011, between the parties thereto, the trust administrator and trustee -- GUC Trust Administrator -- of the Motors Liquidation Company GUC Trust, assumed responsibility for the affairs of and certain claims against MLC and its debtor subsidiaries that were not concluded prior to the Dissolution Date. GT ADVANCED: New Hampshire Calls For Transparency in Bankruptcy --------------------------------------------------------------- Law360 reported that the state of New Hampshire urged a bankruptcy judge to reject a bid by Apple Inc. supplier GT Advanced Technologies Inc. to seal a collection of documents, saying company stakeholders deserve to know the reasons behind its unexpected descent into Chapter 11 and subsequent move to close manufacturing plants. According to the report, New Hampshire- based GT, which was supposed to supply scratch-resistant sapphire for Apple's smartphones, intends to shutter plants and reject its contracts with the tech giant, yet seeks to file documents related to those decisions under seal, according to an objection filed by the state attorney general's office. 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. GREEN POWER: Section 341(a) Meeting Scheduled for November 19 ------------------------------------------------------------- A meeting of creditors in the bankruptcy case of Green Power Inc. will be held on Nov. 19, 2014, at 2:00 p.m. at US Courthouse, Room 4107 (341 Meetings). 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. Green Power Inc. filed a Chapter 11 bankruptcy protection (Bankr. W.D. Wash. Case No. 14-17528) in Seattle on Oct. 12, 2014. The Debtor estimated assets and debt ranging from $10 million to $50 million. The case is assigned to Judge Marc Barreca. The Debtor has tapped Matthew W. Anderson, Esq., at the Law Offices of Matthew W. Anderson, PLLC, in Seattle, as counsel. HAYES LEMMERZ: Laber Plaintiffs May Amend Suit Vs. HLI Affiliate ---------------------------------------------------------------- The case DONALD LABER and DOUGLAS WHACK, PLAINTIFFS, v. UNITED STEEL, PAPER AND FORESTRY, RUBBER, MANUFACTURING, ENERGY, ALLIED INDUSTRIAL AND SERVICE WORKERS INTERNATIONAL UNION, et al., DEFENDANTS, Case No. 5:13CV640 (N.D. Ohio), alleges breach of contract and tortious interference with contractual and business relations. Plaintiffs were employees of HLI Commercial Highway, Inc., a subsidiary of Hayes Lemmerz International, Inc. In a Sept. 25, 2014 Opinion and Order available at http://is.gd/m5f3pWfrom Leagle.com, District Judge Sara Lioi ruled that (1) plaintiffs' motion for reconsideration is DENIED, (2) plaintiffs' motion for an extension of time in which to amend the complaint is GRANTED, and (3) plaintiffs' motion to certify a question for interlocutory appeal is DENIED as moot. Plaintiffs were given until Oct. 2, 2014 to file an amended complaint that asserts a common law fraud claim that is fully compliant with the requirements set forth in the Court's Opinion and Order. Should plaintiffs timely file an amended pleading, the Court will remand the matter to the state court. Should plaintiffs fail to file an amended pleading that relieves the Court of subject matter jurisdiction, the Court will dismiss the complaint as preempted under Sec. 301 of the Labor Management Relations Act. Local 2L, United Steel, Paper and Forestry, Rubber, Manufacturing, Energy, Allied Industrial and Service Workers International Union, Defendant, is represented by David M. Fusco, Esq. -- dfusco@smcnlaw.com -- and Catherine R. Donnelly, Esq. -- cdonnelly@smcnlaw.com -- of Schwarzwald McNair Fusco; as well as Jeremiah A. Collins, Esq. and Joshua B. Shiffrin, Esq. of Bredhoff & Kaiser About Hayes Lemmerz Originally founded in 1908, Hayes Lemmerz International, Inc. (NasdaqGM: HAYZ) is a worldwide producer of aluminum and steel wheels for passenger cars and light trucks and of steel wheels for commercial trucks and trailers. The Company is also a supplier of automotive powertrain components. The Company has global operations with 23 facilities, including business, sales offices and manufacturing facilities, located in 12 countries around the world. The Company sells products to every major North American, Asian and European manufacturer of passenger cars and light trucks and to commercial highway vehicle customers throughout the world. The Company and certain affiliates filed for bankruptcy on May 11, 2009 (Bankr. D. Del. Case No. 09-11655) after reaching agreements with lenders holding a majority of the Company's secured debt. The Company's principal bankruptcy attorneys are Skadden, Arps, Slate, Meagher & Flom, LLP. Lazard Freres & Co., LLC, serves as the Company's financial advisors. AlixPartners, LLP, serves as the Company's restructuring advisors. The Garden City Group, Inc., serves as the Debtors' claims and notice agent. As of January 31, 2009, the Debtors had total assets of $1,336,600,000 and total debts of $1,405,200,000. The 2009 petition was the Company's second trip to the bankruptcy court, dubbed a Chapter 22, which was precipitated by an unprecedented slowdown in industry demand and a tightening of credit markets. HUNTSMAN CORP: S&P Revises Outlook to Stable & Affirms 'BB' CCR --------------------------------------------------------------- Standard & Poor's Ratings Services revised the rating outlook on Huntsman Corp. and its wholly owned subsidiary, Huntsman International LLC, to stable from negative. At the same time, S&P affirmed all ratings, including the 'BB' corporate credit ratings, on the companies. "The outlook revision to stable follows Huntsman's announcement that it has completed the acquisition of Rockwood Specialties Inc.'s TiO2 and performance additives businesses in a debt- financed transaction for slightly over $1 billion in cash and the assumption of about $225 million of unfunded pension liabilities," said Standard & Poor's credit analyst Paul Kurias. Huntsman has strengthened its profitability and cash flow generation during the past several quarters following major operational restructuring. Though Huntsman is still in the process of meeting conditions laid down by European regulatory agencies that approved this transaction, S&P believes the closing of this transaction increases the certainty that the company will achieve credit metrics appropriate for the current ratings. S&P anticipates that the company will achieve a funds from operations (FFO) to debt ratio of near 20% in 2015, the first full year of operations, including the acquired assets. However, S&P also believes that the transaction generates risks related to the integration of the acquisition, and somewhat increased exposure to a commodity product and to an economically weak European market. At this time, S&P is not factoring into its ratings Huntsman's plan to take the combined pigments business (consisting of its existing TiO2 business and most of the acquired operations) public within two years of completing this acquisition. The outlook is stable. S&P's base case indicates that successful integration of the acquired operations, a modest cyclical upturn in the TiO2 business, moderate global economic growth during the next few years, and benefits from ongoing restructuring should result in credit metrics consistent with a significant financial risk profile, including an FFO to debt ratio approaching 20% by the end of 2015 and more than 20% thereafter. S&P could lower the ratings if Huntsman is not able to successfully integrate the acquired Rockwood assets or company's performance weakens due to slow economic recovery in Europe or continued weakness in the TiO2 industry leading to FFO to debt ratio, pro forma for the acquisition, below 15% and a debt to EBITDA ratio exceeding 4.5x without any prospects for near-term improvement. S&P regards an upgrade during the next year as highly unlikely because it expects Huntsman's financial profile to be stretched for the ratings until the acquired Rockwood operations are fully integrated and synergies are achieved. INC RESEARCH: Moody's Raises Corporate Family Rating to B1 ---------------------------------------------------------- Moody's Investors Service upgraded the Corporate Family Rating of INC Research, LLC to B1 from B2 and the Probability of Default Rating to B1-PD from B2-PD. The outlook is positive. This concludes the rating review that was initiated on October 7, 2014. Moody's also upgraded the ratings of INC's existing 2011 credit facility to Ba2 from Ba3 and upgraded the 11.5% unsecured bonds to B3 from Caa1. INC is in the process of a refinancing transaction which will replace the 2011 credit facility with a new revolver and term loan. Moody's expects to withdraw the ratings on the 2011 credit facility at the close of this refinancing transaction. Moody's assigned a B1 rating to the proposed $525 million senior secured credit facility consisting of a $100 million revolving credit facility and a $425 million term loan. The proceeds of the new facility will be used to refinance existing debt and pay fees and expenses. The B1 rating is the same as the Corporate Family Rating because it will represent the vast majority of the liabilities in the capital structure going forward. It is INC's intention to repay all or part of the unsecured notes with proceeds of the new term loan, cash on hand, and the proceeds of a public equity offering. Moody's believes that, in the absence of a public equity offering, INC will pursue repayment of a portion of the unsecured bonds with proceeds of the new term loan and cash on hand (which stood at nearly $140 million at June 30) and will repay the remaining portion of the notes over time with cash that is generated from operations. Moody's will withdraw the rating on the unsecured notes once the company has repaid substantially all of the notes. Ratings upgraded: INC Research, LLC Corporate Family Rating, upgraded to B1 from B2; Probability of Default Rating, upgraded to B1-PD from B2-PD; $75 million senior secured revolving credit facility due 2016, to Ba2 (LGD2) from Ba3 (LGD2) $300 million senior secured term loan due 2018, to Ba2 (LGD2) from Ba3 (LGD2) $300 million senior unsecured notes due 2019, to B3 (LGD5) from Caa1 (LGD5) Ratings assigned: $100 million senior secured revolving credit facility due 2019, at B1 (LGD3) $425 million senior secured term loan due 2021, at B1 (LGD3) The outlook is positive. Rating Rationale The B1 Corporate Family Rating is constrained by INC Research's modest size, both on an absolute basis as well as relative to several much larger competitors within the highly competitive CRO industry. The B1 is also constrained by INC's leverage which Moody's expects will be around 4.0x over the near-term, absent an IPO. The ratings are also constrained by project cancellation risk that is inherent in the CRO industry, which can lead to volatility in revenue and cash flow. The ratings are supported by solid recent business wins, and strong industry-wide growth trends which support a favorable business outlook for INC Research. The ratings are also supported by Moody's expectation for good liquidity, relatively conservative financial policies and healthy free cash flow. The positive outlook reflects the potential for further deleveraging given INC's plans to use equity proceeds to repay debt and Moody's expectation that even absent an IPO the company would repay its high cost unsecured notes with cash flow. The refinancing of the 11.5% unsecured bonds will reduce the company's interest expense considerably, allowing it to substantially expand its free cash generation and financial flexibility. Reduced leveraged and improved financial flexibility is important to offset the potential for volatility in the industry tied to project cancellations risk. If INC is able to sustain strong net new business wins and demonstrates continued growth of revenue and EBITDA of at least mid-single digits coupled with debt repayment such that adjusted debt to EBITDA is expected to be sustained below 3.0x, Moody's could upgrade the ratings. Weak net new business, elevated project cancellations or sustained declines in profit margins such that adjusted debt to EBITDA is expected to be sustained above 5.0x could lead to a ratings downgrade. Further, any material weakening of liquidity, or material acquisitions or shareholder dividends could also lead to a downgrade. 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. INC Research is a leading global CRO providing outsourced contract research for pharmaceutical and biotechnology companies. INC's main area of focus is late-stage clinical trials. The company is privately held by Avista Capital Partners and Ontario Teachers' Pension Plan. Net service revenues for the twelve months ended June 30 2014 approximated $732 million. INC RESEARCH: S&P Puts 'B+' CCR on CreditWatch Positive ------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B+' corporate credit rating on Raleigh, N.C.-based CRO INC Research LLC on CreditWatch with positive implications following the company's announcement that it will go public and use net proceeds from the IPO to repay debt. "At the same time, we are assigning our 'B+' issue-level rating and '3' recovery rating to the company's proposed senior secured credit facilities, consisting of a five year, $100 million revolving credit facility and a seven year, $425 million term loan B. Our '3' recovery rating reflects our expectation for meaningful (50%-70%) recovery in the event of payment default. This rating is on CreditWatch with positive expectations, reflecting our intention to raise it one notch (to 'BB-') when the IPO is completed. The new senior secured debt has a lower recovery rating than existing debt, because the new capital structure has a higher percentage of senior secured debt. The 'B' issue-level rating and '5' recovery rating on the company's unsecured debt are unaffected by this announcement," S&P said. "Our corporate credit rating on INC currently reflects pro forma leverage as of June 30, 2014 of around 4x (pro forma this refinancing, but not pro forma the IPO)," said credit analyst Shannan Murphy. "This is consistent with an 'aggressive' financial risk profile." S&P expects to resolve its CreditWatch placement upon completion of the IPO. At that time, S&P would expect to raise the corporate credit rating to 'BB-'. S&P will also raise the senior secured issue-level rating to 'BB-', reflecting the higher corporate credit rating. S&P expects to withdraw its ratings on INC's existing senior secured debt and its unsecured notes when the debt is repaid following the refinancing and IPO. INERGETICS INC: Amends Promissory Note With 31 Group LLC -------------------------------------------------------- Inergetics, Inc., had amended its 12% secured subordinated convertible promissory note with 31 Group, LLC, in the principal amount of $1,500,000 to, among other things, lower the principal amount of the Note to $1,000,000 and insert a provision previously agreed to by the Company and the Investor. The Note was issued on July 14, 2014. The amended and restated Note makes the following changes to the original Note: The principal amount of the Note was lowered to $1,000,000. The original Note was in the principal amount of $1,500,000. However, it provided that upon the happening of certain events, the principal amount of the Note would drop. Specifically, if the Company filed a registration statement with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable upon conversion of the Note and exercise of the Warrant issued in conjunction therewith on or before 45 days after July 14, 2014, the principal amount of the Note would be reduced by $200,000, and if the registration statement was declared effective by the SEC within 120 days of July 14, 2014, the principal amount of the Notes would be further reduced by $300,000. The amended and restated Note removes all references to the Principal Reductions. A new section 1.10 concerning mandatory prepayment has been added. It provides that, if at any time while the Note remains outstanding, the volume weighted average price as reported by Bloomberg LP of the Company's Common Stock for any Trading Day will be equal to or less than the Floor Price of $0.031 per share, the Company will be required to pay the Investor 140% of the entire outstanding principal amount of the Note, plus any accrued but unpaid interest no later than ten business days after the Prepayment Event. In the event the Mandatory Prepayment is not made timely, the Floor Price will be removed. A Prepayment Event occurred, the Company was not able to make the Mandatory Prepayment and, effective Sept. 29, 2014, the Floor Price was removed. The Company has agreed to use its best efforts to prepare and file with the SEC a registration statement covering the resale of all of the shares of Common Stock issuable upon conversion of the Amended and Restated Note and the related Warrants on or before Oct. 30, 2014, and to use its commercially reasonable efforts to cause the registration statement to be declared effective as promptly as possible after the filing thereof. About Inergetics Inc. Paramus, N.J.-based Inergetics, Inc., formerly Millennium Biotechnologies Group, Inc., is a holding company for its subsidiary Millennium Biotechnologies, Inc. Millennium is a research based bio-nutraceutical corporation involved in the field of nutritional science. Millennium's principal source of revenue is from sales of its nutraceutical supplements, Resurgex Select(R) and Resurgex Essential(TM) and Resurgex Essential Plus(TM) which serve as a nutritional support for immuno-compromised individuals undergoing medical treatment for chronic debilitating diseases. Millennium has developed Surgex for the sport nutritional market. The Company's efforts going forward will focus on sales of Surgex in powder, bar and ready to drink forms. The Company's balance sheet at June 30, 2014, showed $3.01 million in total assets, $12.68 million in total liabilities, $9.09 million in preferred stock and a stockholders' deficit of $18.76 million. The Company stated in its quarterly report for the period ended June 30, 2014, that "The Company's future success is dependent upon its ability to achieve profitable operations and generate cash from operating activities, and upon additional financing. Management believes they can raise the appropriate funds needed to support their business plan and develop an operating company which is cash flow positive. "However, the Company has a working capital deficit, significant debt outstanding, incurred substantial net losses for the six months ended June 30, 2014 and 2013 and has accumulated a deficit of approximately $91 million at June 30, 2014. The Company has not been able to generate sufficient cash from operating activities to fund its ongoing operations. There is no guarantee that the Company will be able to generate enough revenue and/or raise capital to support its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern." INTERFACE INC: S&P Ups Corp. Credit Rating to BB+; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Atlanta, Ga.-based Interface Inc. to 'BB+' from 'BB'. The outlook is stable. At the same time, S&P raised the issue- level ratings on the senior notes one notch to 'BB+' from 'BB'. The recovery ratings remain unchanged at '3', indicating S&P's expectation of meaningful (50% to 70%) recovery in the event of default. The company recently announced its intention to redeem its senior notes before year-end. At that time, S&P would withdraw the issue-level ratings on the senior notes. "The upgrade reflects our expectation that improving industry fundamentals will boost the company's EBITDA, resulting in credit measures sustained at levels commensurate with an 'intermediate' financial risk profile, with leverage about 2x and funds from operations to debt about 35%," said Standard & Poor's credit analyst Maurice Austin. "Our 'satisfactory' business risk profile assessment of Interface reflects its 35% market share in the worldwide modular carpet segment, which has been growing faster than the rest of the floor covering market over the past decade, and its participation in the replacement and remodeling market, which typically has been less cyclical than new construction. The company also primarily serves commercial customers and would benefit from a rebound in currently weak commercial construction levels. In the longer term, we expect the company to benefit from its international diversification and expansion into newer segments, such as its FLOR retail stores. Tempering these strengths is the company's participation in a highly competitive industry, as well as its exposure to volatile raw material costs, particularly resins," S&P said. S&P views the company's liquidity to be "adequate." Interface Inc. manufactures carpets, principally modular tiles, but also broadloom, principally for the commercial market. Interface caters primarily to the specified market, in which products are manufactured to the specifications of architects and designers, compared with the nonspecified markets, in which products are purchased off the shelf. S&P's stable rating outlook on Interface Inc. reflects its expectations that sales of its modular carpet and other products will grow in the mid-single digits over the next year, in line with S&P's view of the overall economy. S&P also expect leverage (currently 2.2x) of about 2x with FFO to debt of about 35%, commensurate with S&P's assessment of an "intermediate" financial risk profile. S&P would lower the rating during the next 12 months if forecasted EBITDA fell more than 35% and leverage exceeded 3x. This could occur if commercial demand dropped sharply, perhaps because of a deep global recession, and if raw materials costs spiked. S&P considers an upgrade as highly unlikely in the next year. However, S&P would consider an upgrade if there is a significant change in the business risk profile in which Interface gains additional size and scope such that S&P would reconsider its assessment of its "satisfactory" business risk. INTERMETRO COMMUNICATIONS: Gumbiner Savett Dismissed as Auditors ---------------------------------------------------------------- InterMetro Communications Inc. dismissed Gumbiner Savett, Inc., as its independent auditor, according to a regulatory filing with the U.S. Securities and Exchange Commission. The reports of Gumbiner Savett on the Company's consolidated financial statements as of and for the years ended Dec. 31, 2012, and 2013 did not contain an adverse opinion or a disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles, except that the Independent Auditor's Report for those periods contains an explanatory paragraph expressing substantial doubt about the Company's ability to continue as a going concern. The Company's ability to continue as a going concern will require additional financings if its ability to generate cash from operations does not fund required payments on its debt obligations. Additionally, the Company said it has other significant matters such as vendor disputes and lawsuits that could have material adverse consequences to the Company, including possible cessation of operations. The Company maintained the dismissal was not a result of any disagreement with accounting firm. The dismissal of GS was made after approval of the Company's audit committee. The Company and its audit committee has commenced a competitive process to determine what audit firm will serve as the Company's independent registered public accounting firm for the year ended Dec. 31, 2014. 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 concern" 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 INVERSIONES ALSACIA: Targeting November Confirmation of Plan ------------------------------------------------------------ Chilean bus operator Inversiones Alsacia S.A. and its affiliates intend to seek confirmation Nov. 25 of their prepackaged Chapter 11 plan that would restructure $347.3 million in senior secured notes but leave other creditors and the owners unimpaired. Alsacia, et al., are asking the United States Bankruptcy Court for the Southern District of New York to approve this timeline in connection with the plan approval process: * Voting Record Date: Sept. 5, 2014 * Commencement of Solicitation: Sept. 15, 2014 * Voting Deadline: Oct. 10, 2014 at 5:00 p.m. (EST) * Petition Date: Oct. 16, 2014 * Mailing of Confirmation Hearing Notice: Oct. 21, 2014 * Plan Supplement Nov. 13, 2014 * Objection Deadline: Nov. 18, 2014 * Reply Deadline: Nov. 21, 2014 * Confirmation Hearing: Nov. 25, 2014 Capital Structure As of the bankruptcy filing, the Debtors carry approximately $368.1 million in debt: -- an outstanding principal balance of $347.3 million, plus $18.4 million in respect of unpaid interest accrued, under senior secured notes, governed by finance agreements with Banco Santander Chile as Chilean collateral trustee, and The Bank of New York Mellon, as U.S. collateral trustee, and which notes are secured by a first priority lien on substantially all of the Debtors' assets; -- an outstanding principal balance of $10.2 million under a bus terminal loan from Banco Internacional, which loan matures in 2018; and -- $10.6 million in outstanding principal under an agreement with Volvo Commercial Vehicles and Construction Equipment South Cone SpA and VTF Latin America S.A. to finance the purchase spare parts, equipment and service, with inventory orders accruing interest at 7.5%, over a five-year period, and with a repayment is due on Feb. 18, 2015. Debt Woes "A restructuring of the Debtors? balance sheets is necessary because the Debtors are not able to meet their financial obligations unless the debt is restructured. Since the issuance of the Senior Secured Notes in 2011, the Debtors? revenues have not grown to a level necessary to support the Debtors? existing debt obligations under their current terms. The Debtors have struggled financially due to a number of factors, including unfavorable amendments to the Concession Agreements, rising fare evasion and declining passenger traffic, an ongoing bus overhaul program and existing debt service obligations," Jose Ferrer Fernandez, CEO of Alsacia, explained in a court filing. During 2013, the Debtors reported revenues of $431.7 million and generated $59.3 million in EBITDA. The Debtors' current cash flows could not support upcoming payments to holders of the Senior Secured Notes. Absent a restructuring, semiannual interest payments on the Senior Secured Notes, at a rate of 8.0% percent per year, would amount to an interest expenditure of $40.2 million and semi-annual principal payments would amount to a projected cash expenditure of $89.9 million. On Aug. 18, 2014, Alsacia failed to make the principal payment due on the Senior Secured Notes, and that failure constituted an event of default. Over the last several months, the Debtors engaged in extensive negotiations and discussions with an informal group of holders of 63% of the outstanding Senior Secured Notes, which culminated in the execution of the Restructuring and Plan Support Agreement, dated as of Aug. 31, 2014. Following the execution of the RPSA, the Debtors commenced a prepackaged solicitation of the Prepack Plan on Sept. 15. As of the Oct. 10 voting deadline, according to Prime Clerk LLC, the balloting agent, 100% in amount and number of the holders of Senior Secured Notes Claims that cast ballots, constituting 82.6% of the outstanding amount, voted to accept the Plan. Plan Terms The Debtors only solicited votes from holders of senior secured noteholders as they belong to the only class that's impaired under the Plan. Holders of all other claims and interests will receive treatment that renders such allowed claim or interest unimpaired or reinstated. The salient terms of the Plan are: -- The Debtors' obligations to holders of the Senior Secured Notes will be restructured to provide that: (i) Qualified Holders of the Notes will each receive their pro rata share of the New Notes in accordance with the terms set forth in the Plan; (ii) Non-Qualified Holders of the Notes will receive an amount in U.S. dollars equal to the product of (a) the principal amount of the New Notes that the relevant Non-Qualified Holder would have received based on its holding of Senior Secured Notes if it were a Qualified Holder multiplied by (b) the volume- weighted average price of the New Notes (as calculated in accordance with the Plan); and (iii) All holders of Senior Secured Notes Claims will receive an amount equal to the accrued interest on the principal amount of the Senior Secured Notes from (and including) October 1, 2014 through (and excluding) the date on which the New Notes are issued (based upon a principal amount of $364,433,466.67), paid in cash. -- The New Notes will have a maximum aggregate principal amount equal to (i) US$347.3 million plus (ii) the amount of accrued and unpaid interest at 8.0% per annum under the Senior Secured Notes through and including September 30, 2014. The Debtors calculate that the accrued and unpaid interest on the Senior Secured Notes through and including Sept. 30, 2014 will total US$17.1 million, resulting in a maximum aggregate principal amount of the New Notes of US$364.4 million, subject to reduction. Interest will accrue on the total principal amount and shall be payable in cash semi- annually. The New Notes will accrue interest at the rate of 8.0% per annum. Interest on overdue principal and interest will accrue at a rate that is 1.0% higher than the then-applicable interest rate on the New Notes. -- Holders of Allowed Administrative Claims, Allowed Professional Claims, Allowed Priority Tax Claims, Allowed Other Secured Claims (including any and all Claims arising under or in connection with the Bus Terminal Loan), Allowed Other Priority Claims, Allowed General Unsecured Claims and Allowed Subordinated Claims will be paid in full in Cash or receive other treatment, as provided under the Plan, that renders such Allowed Claim Unimpaired. -- Each Allowed Intercompany Claim will be, at the election of the Reorganized Debtors, subject to the prior written consent of the Requisite Consenting Senior Secured Noteholders (which consent shall not be unreasonably withheld), either (i) released, waived and discharged as of the Effective Date, (ii) contributed to the capital of the obligor Entity, (iii) dividended or (iv) remain Unimpaired, as may be agreed to by the applicable Reorganized Debtor and the Holder of such Intercompany Claim, subject to the requirements of and restrictions in the indenture for the New Notes, if any. -- Executory contracts and unexpired leases will be assumed by the Reorganized Debtors unless listed on the "rejection schedule" or rejected pursuant to an order of Bankruptcy Court. -- All Allowed Interests will be reinstated. A "Qualified Holder" means a Senior Secured Noteholder that certifies that it is: (a) a "Qualified Institutional Buyer" as such term is defined in 230 CFR 144A(a); (b) an "Accredited Investor" as defined in Rule 501(a) under the Securities Act; or (c) a person other than a "U.S. Person", as such term is defined in Rule 901(k) under the Securities Act, that is not located in the United States of America. A "Non-Qualified Holder" means a Senior Secured Noteholder that: (a) certifies that it is not (i) a "Qualified Institutional Buyer", (ii) an "Accredited Investor" (iii) a Person other than "U.S. Persons"; and (b) holds Senior Secured Notes in a principal amount that is less than $150,000. While other creditors are slated to recover 100%, holders of the Notes have a projected recovery of 46.6%. The projected recovery for Senior Secured Notes Claims is based on a net present value calculation at an 8.0% discount rate of the projected interest, mandatory amortizations and expected excess cash flows of the Reorganized Debtors through Dec. 31, 2018, assuming that there is no extension of the Concession Agreements beyond their scheduled expiration of Oct. 22, 2018. However, if the concessions are extended beyond October 22, 2018, the recovery for Class A (Senior Secured Notes Claims) may be higher because the terms of the New Notes provide for their maturity to be extended and for additional amortizations to be made on the New Notes. According to the Plan, the owners Carlos Mario Rios Velilla, Francisco Javier Rios Velilla and each of their respective spouses have agreed to enter into a non-compete agreement, which provides that they will not engage in any business activity relating to the bus routes in the Santiago, Chile metropolitan area. A copy of the Plan is available for free at: http://bankrupt.com/misc/Inversiones_Disc_Statement.pdf A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/Inversiones_Disc_Statement.pdf About Alsacia Inversiones Alsacia, together with its affiliate, Express de Santiago Uno S.A., are collectively the largest operator in the Transantiago Transportation System, transporting approximately 800,000 passengers every day, throughout 35 communities in Santiago, Chile, which accounts for more than 30% of the passengers in Transantiago. Alsacia and Express have the right to provide the transportation services pursuant to concession agreements with Chile's Ministry of Transportation and Telecommunications, which agreements expire October 2018. Alsacia and Express belong to non-debtor Global Public Services S.A. ("GPS Group"), an international holding company with interests in public passenger transportation, environmental solutions, outsourcing services and real estate development in Chile, Colombia, Panama, Peru and the United States of America. The GPS Group is controlled by Carlos Mario R�os Velilla and Francisco Javier R�os Velilla and several of their affiliates. The Debtors have tapped Cleary Gottlieb Steen & Hamilton, LLP, as bankruptcy counsel, FTI Consulting as financial advisor, and Prime Clerk LLC as claims and balloting agent. ITR CONCESSION: To Put Toll Road Lease on Sale ---------------------------------------------- Fernando Redondo -- CEO of Indiana Toll Road Concession Company CEO Fernando Redondo, which filed for Chapter 11 bankruptcy in September -- said that the Toll Road lease will be put on sale, Keith Benman at Nwitimes.com reports. The Indiana Finance Authority must approve any sale, Nwitimes.com says, citing Mr. Redondo. Nwitimes.com relates that under ITRCC's reorganization plan, the road would be refinanced if the lease cannot be sold, with its total debt of more than $6 billion being written down by more than $3 billion. Nwitimes.com states that since ITRCC's bankruptcy, some elected officials have called for Indiana to exert its rights under the lease and take the road back. However, bondholders, who could claim to be owed billions of dollars, might sue the state if it did commandeer the road, the report adds. According to Nwitimes.com, the Toll Road Oversight Board members are confident that ITRCC's bankruptcy won't harm customer service, but are concerned about getting complaints about the service stops. "We get more complaints about the service stops than anything else," Nwitimes.com quoted board member John Letterman as saying. Nwitimes.com reports that Mr. Redondo assured the board, saying, "From a cleanliness point of view we are doing everything we can. I would say the most important thing now is monitoring." JEFFERSON COUNTY, AL: Responds to Ruling that Threatens Plan ------------------------------------------------------------ Barnett Wright, writing for AL.com, reported that Jefferson County wants the U.S. Court of Appeals to allow an immediate appeal of a federal judge's ruling that says sewer customers can continue their challenge of a bankruptcy exit plan. According to the report, U.S. District Court Judge Sharon Blackburn declined to dismiss as moot an appeal of the bankruptcy court's confirmation order filed by several sewer ratepayers. In a motion filed with the court, the county asks Blackburn to allow it to appeal the ruling to the United States Court of Appeals for the 11th Circuit, the report related. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. Jefferson County filed a bankruptcy petition under Chapter 9 (Bankr. N.D. Ala. Case No. 11-05736) on Nov. 9, 2011, after an agreement among elected officials and investors to refinance $3.1 billion in sewer bonds fell apart. John S. Young Jr. LLC was appointed as receiver by Alabama Circuit Court Judge Albert Johnson in September 2010. Jefferson County's bankruptcy represents the largest municipal debt adjustment of all time. The county said that long-term debt is $4.23 billion, including about $3.1 billion in defaulted sewer bonds where the debt holders can look only to the sewer system for payment. The county said it would use the bankruptcy court to put a value on the sewer system, in the process fixing the amount bondholders should be paid through Chapter 9. Judge Thomas B. Bennett presides over the Chapter 9 case. Lawyers at Bradley Arant Boult Cummings LLP and Klee, Tuchin, Bogdanoff & Stern LLP, led by Kenneth Klee, represent the Debtor as counsel. Kurtzman Carson Consultants LLC serves as claims and noticing agent. Jefferson estimated more than $1 billion in assets. The petition was signed by David Carrington, president. The bankruptcy judge in January 2012 ruled that the state court- appointed receiver for the sewer system largely lost control as a result of the bankruptcy. Before deciding whether Jefferson County is eligible for Chapter 9, the bankruptcy judge will allow the Alabama Supreme Court to decide whether sewer warrants are the equivalent of "funding or refunding bonds" required under state law before a municipality can be in bankruptcy. U.S. District Judge Thomas B. Bennett ruled in March 2012 that Jefferson County is eligible under state law to pursue a debt restructuring under Chapter 9. Holders of more than $3 billion in defaulted sewer debt had challenged the county's right to be in Chapter 9. In June 2013, the county reached settlement with holders of 78 percent of the $3.1 billion in sewer debt at the core of the county's financial problems. The bondholders will be paid $1.84 billion through a refinancing, according to a term sheet. The settlement calls for JPMorgan Chase & Co., the owner of $1.22 billion in bonds, to make the largest concessions so other bondholder will recover more. On June 30, 2013, Jefferson County filed a Chapter 9 plan of debt adjustment. Pursuant to the Plan, sewer bondholders will receive 65 percent in cash. If they elect to waive claims against JPMorgan and bond insurers, they receive 80 percent in cash. Bondholders supporting the plan already agreed to waive claims and receive the larger recovery. Existing sewer bonds will be canceled in exchange for payments under the plan. The county will fund plan distributions by selling new sewer bonds calculated to generate $1.96 billion to cover the $1.84 billion earmarked for existing sewer bondholders. JPMorgan has agreed to waive $842 million of the sewer debt and a $657 million swap debt, resulting in an 88 percent overall write off by JPMorgan. To finance the new sewer bonds, there will be 7.4 percent in rate increases for sewer customers in each of the first four years. In later years, rate increases will be 3.5 percent. On Aug. 7, 2013, the Court approved the disclosure statement explaining the Chapter 9 Plan of Adjustment for Jefferson County, Alabama. Jefferson County emerged from bankruptcy on Dec. 3 by implementing the municipal debt-adjustment plan that was approved on Nov. 22 when the U.S. bankruptcy judge in Birmingham signed a confirmation order. LAKELAND INDUSTRIES: Obtains RMB 5-Mil. Loan From Bank of China --------------------------------------------------------------- Lakeland Industries, Inc.'s China subsidiary, Weifang Lakeland Safety Products Co., Ltd, and Bank of China Anqiu Branch entered into a loan agreement on Oct. 11, 2014, to obtain a line of credit for financing in the amount RMB 5,000,000 (approximately USD $816,000). Weifang Lakeland intends to draw down most of the line of credit amount, if not all, within a relatively short period of time. Below is a summary of the material terms of the loan facility: Amount of loan: RMB 5,000,000 Life of loan: Due October 10, 2015 Purpose of loan: Purchase of material Collateral is inventory owned by WF Interest rate of loan and calculation: * Interest to be at 123% of the benchmark rate supplied by Lender (which is currently 6% per annum). *Effective per annum interest rate: 7.38% per annum; Repayment of loan: within a one year period, optional payment periods, quarterly or monthly. As of Oct. 14, 2014, no borrowings have been drawn down from this facility. CEO Employment Agreement The Company entered into an employment agreement with Gary Pokrassa, its chief financial officer on Oct. 13, 2014. The term of the Agreement is 18 months from Feb. 1, 2015, through July 31, 2016. Mr. Pokrassa's current employment agreement expires on Jan. 31, 2015. The Agreement provides for a base salary of $250,000 per year. Mr. Pokrassa may also be awarded an annual incentive bonus of between 80% and 120% of his target bonus amount of $85,000, subject to adjustment by the Compensation Committee of the Company's Board of Directors based upon the Company's achievement of certain earnings per share targets established by the Compensation Committee with input by Mr. Pokrassa. Payment of the annual bonus, if any, will be made in accordance with the Company?s normal payroll procedures, but no later than June 1st following the year for which the annual bonus was earned. The annual bonus will be calculated each May during the Term commencing in May 2015. In the event that Mr. Pokrassa's employment is terminated on or after July 31, 2016, during the fiscal year ending Jan. 31, 2017, for any reason other than Cause, then he will be paid a pro-rata portion of any annual bonus for such fiscal year up to the date of termination, which will be determined in good faith by the Compensation Committee. About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2014, showed $87.9 million in total assets, $40.9 million in total liabilities and $46.9 million in total stockholders' equity. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. "The lenders have not waived these events of default and may demand repayment at any time. Management is currently trying to secure replacement financing but does not have new financing available at the date of this report." LAKELAND INDUSTRIES: Ansell USA Lowers Equity Stake to 1.5% ----------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Ansell USA Inc. (f/k/a Pacific Dunlop Investments (USA) Inc.), disclosed that as of Oct. 15, 2014, they beneficially owned 78,420 shares of common stock of Lakeland Industries, Inc., representing 1.5 percent of the shares outstanding. On Oct. 15, 2014, Ansell USA executed open market sales on the NASDAQ stock exchange for the sale of 426,460 shares of Common Stock at an average per share price of $24.39567, for aggregate proceeds to the Reporting Persons of $10,403,777. The reporting persons said these transactions satisfy their objective for monetizing the Common Stock. A copy of the regulatory filing is available for free at: http://is.gd/MWG0fT About Lakeland Industries Ronkonkoma, N.Y.-based Lakeland Industries, Inc., manufactures and sells a comprehensive line of safety garments and accessories for the industrial protective clothing market. The Company reported a net loss of $26.3 million on $95.1 million of net sales for the year ended Jan. 31, 2013, as compared with a net loss of $376,825 on $96.3 million of sales for the year ended Jan. 31, 2012. The Company's balance sheet at July 31, 2014, showed $87.9 million in total assets, $40.9 million in total liabilities and $46.9 million in total stockholders' equity. In their report on the consolidated financial statements for the year ended Jan. 31, 2013, Warren Averett, LLC, in Birmingham, Alabama, expressed substantial doubt about Lakeland Industries' ability to continue as a going concern. The independent auditors noted that Company is in default on certain covenants of its loan agreements at Jan. 31, 2013. "The lenders have not waived these events of default and may demand repayment at any time. Management is currently trying to secure replacement financing but does not have new financing available at the date of this report." LEHMAN BROTHERS: Resumes Repo-Market Battle with JP Morgan ---------------------------------------------------------- Patrick Fitzgerald and Ryan Tracy, writing for Daily Bankruptcy Review, reported that as regulators seek to rein in the multitrillion-dollar repo market, lawyers for the postbankruptcy estate of Lehman Brothers Holdings Inc. and J.P. Morgan & Co. are still battling in a crisis-era lawsuit over what Lehman claims was the bank's "voracious" cash grab in the investment bank's final days. According to the report, in a filing with U.S. District Court in New York, lawyers for Lehman and its creditors said J.P. Morgan used its "life-or-death leverage" as Lehman's primary clearing bank to force Lehman into handing over virtually all of its remaining liquidity to "create an $8.6 billion slush fund." About Lehman Brothers Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States. For more than 150 years, Lehman Brothers has been a leader in the global financial markets by serving the financial needs of corporations, governmental units, institutional clients and individuals worldwide. Lehman Brothers filed for Chapter 11 bankruptcy September 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555). Lehman's bankruptcy petition listed US$639 billion in assets and US$613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several other affiliates followed thereafter. The Debtors' bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. On Sept. 19, 2008, the Honorable Gerard E. Lynch, Judge of the U.S. District Court for the Southern District of New York, entered an order commencing liquidation of Lehman Brothers, Inc., pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119 (GEL)). James W. Giddens has been appointed as trustee for the SIPA liquidation of the business of LBI. The Bankruptcy Court has approved Barclays Bank Plc's purchase of Lehman Brothers' North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, purchased LBHI's operations in Europe for US$2 plus the retention of most of employees. Nomura also bought Lehman's operations in the Asia Pacific for US$225 million. International Operations Collapse Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, was placed into administration, together with Lehman Brothers Ltd, LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to Lehman Brothers International (Europe) on September 15, 2008. The joint administrators have been appointed to wind down the business. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on September 16. Lehman Brothers Japan Inc. reported about JPY3.4 trillion (US$33 billion) in liabilities in its petition. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the Chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc., and other insolvency and bankruptcy proceedings undertaken by its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LIBERTY TOWERS: Staten Island Property Owner Returns to Ch. 11 -------------------------------------------------------------- Liberty Towers Realty LLC sought bankruptcy protection in Brooklyn, New York (Bankr. E.D.N.Y. Case No. 14-45187) on Oct. 15, 2014, just three years after the dismissal of its previous Chapter 11 case. The Debtor, which estimated assets and debt ranging from $10 million to $50 million filed a list of properties: * 170 Richmond Terrace, Staten Island, New York; * 178 Richmond Terrace, Staten Island, New York; * 20-24 Stuyvesant Place (a/k/a 27-33 Hamilton Avenue), Staten Island, New York; * 18 Stuyvesant Place, Staten Island, New York; and * 8 Stuyvesant Place, Staten Island, New York. Liberty Towers' case was initially assigned to Judge Carla E. Craig but has been reassigned to Judge Elizabeth S. Stong due to Liberty's previous bankruptcy case (Case 11-42589). The previous case was dismissed July 27, 2011. Related entity Liberty Towers Realty I, LLC also sought bankruptcy protection (Case No. 14-45189) on Oct. 15. It estimated $10 million to $50 million in assets and debt and disclosed these properties: * 180 Richmond Terrace, Staten Island, New York; * 184 Richmond Terrace, Staten Island, New York; * 186 Richmond Terrace, Staten Island, New York; * 188 Richmond Terrace, Staten Island, New York; * 190 Richmond Terrace, Staten Island, New York; * 192 Richmond Terrace, Staten Island, New York; and * 194 Richmond Terrace, Staten Island, New York. The Debtors are represented by David Carlebach, Esq., at The Carlebach Law Group, in New York. LPATH INC: Registers 3.6 Million Common Shares for Resale --------------------------------------------------------- LPath, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the offering by HBM Healthcare Investments (Cayman) Ltd., Avara Management Ltd., Sabby Management, LLC, et al., of up to 3,605,042 shares of the Company's common stock they may acquire upon the exercise of outstanding warrants. The Company issued the warrants to the selling stockholders in a private placement financing the Company completed in September 2014. The warrants have an exercise price of $3.36 per share. The Company will not receive any proceeds from the resale of the shares of its common stock by the selling stockholders. Any proceeds received by the Company from the exercise of the warrants will be used for general corporate purposes. The Company's common stock is traded on the NASDAQ Capital Market under the symbol "LPTN." On Oct. 13, 2014, the closing sale price of the Company's common stock on the Nasdaq Capital Market was $3.02 per share. A copy of the Form S-3 prospectus is available for free at: http://is.gd/58Zye4 About LPath San Diego, Calif.-based Lpath, Inc. is a biotechnology company focused on the discovery and development of lipidomic-based therapeutics, an emerging field of medical science whereby bioactive lipids are targeted to treat human diseases. LPath reported a net loss of $6.56 million in 2013, a net loss of $2.75 million in 2012 and a net loss of $3.11 million in 2011. As of June 30, 2014, the Company had $18.40 million in total assets, $5.26 million in total liabilities and $13.14 million in total stockholders' equity. LSB INDUSTRIES: S&P Revises Outlook to Pos. & Affirms 'B+' CCR -------------------------------------------------------------- Standard & Poor's Ratings Services revised its rating outlook on Oklahoma City-based LSB Industries Inc. to positive from stable. At the same time, S&P affirmed its 'B+' corporate credit rating on LSB and its 'B+' issue rating on the company's senior secured notes. "The outlook revision to positive reflects our expectation that a combination of a full and sustainable recovery from operational problems at all facilities and favorable industry conditions could push credit measures to a level consistent with a 'significant' financial risk profile over the next year," said Standard & Poor's credit analyst Seamus Ryan. At this point, S&P would expect funds from operations (FFO) to debt to approach 20%, while debt to EBITDA remains below 4.0x. Although current credit measures surpass these levels, they include the benefit of significant nonrecurring insurance recoveries, which will not affect results on a forward-looking basis. "Our assessment of LSB's business risk profile as "weak" reflects the company's somewhat limited positions within the nitrogen-based chemicals and climate control industries. Although the company's market share in nitrogen-based fertilizers is small relative to industry leaders, it should benefit from favorable industry dynamics, including an advantageous cost position as a North American producer. Nitrogen sales into the industrial and mining end markets provide additional diversity to the company's chemical business. In addition, we expect sales from the company's relatively stable climate control segment to dampen potential earnings volatility. LSB's profitability should improve over the next year as the company recovers well from several facility shutdowns in recent years. In addition, we believe LSB's ongoing capital investments will likely improve the company's capacity and operating cost position by the end of 2015," S&P noted. The positive outlook on LSB reflects S&P's expectation that a sustained recovery in the company's operations at all facilities could lead to better credit measures over the next year. S&P believes these improvements, along with generally favorable industry conditions, could potentially support a "significant" financial risk profile. S&P could raise the ratings if all of the company's chemical facilities continue to produce with minimal unscheduled downtime over the next year and the company's nitrogen-based end markets remain relatively favorable. To raise the ratings, S&P would also expect no significant increases to the company's capital spending plan, or increased debt to fund further growth or returns to shareholders. In this scenario, S&P would expect FFO to debt to approach 20% and debt to EBITDA to remain below 4.0x. S&P could revise the outlook to stable if meaningful operating problems reoccur at any of the company's facilities over the next year. In this scenario, S&P believes FFO to debt would remain well below 20% beyond the next year. S&P could also revise the outlook to stable if the company requires additional debt, either because of unexpected cost overruns or additions to its capital spending plan, that would limit its ability to reduce leverage over the next year. MATADOR PROCESSORS: Court Threatens to Convert Ch 11 Case to Ch 7 ----------------------------------------------------------------- Brianna Bailey, writing for NewsOK.com, reports that the Hon. Niles Jackson of the U.S. Bankruptcy Court for the Western District of Oklahoma has ordered Matador Processing, LLC, fdba Matador Processors, Inc., to find new capital to put into the company or hire a broker to sell it by Dec. 2. According to a court order filed last week, the Court will convert the Debtor's Chapter 11 reorganization case into one under Chapter 7 liquidation if the Debtor misses the Dec. 2 deadline. NewsOK.com quoted the Debtor's owner, Betty Wood, as saying, "There is no way it will be converted to a Chapter 7 and that's what we are working on now." NewsOK.com relates that the U.S. Bankruptcy Trustee requested in August the Debtor's Chapter 7 conversion along with the sale of the Debtor's assets to satisfy creditors, saying in court documents that "this estate is languishing without perceptible progress towards reorganization. Accordingly, it appears that there is an absence of a reasonable likelihood of rehabilitation for this Debtor." About Matador Processing Headquartered in Blanchard, Oklahoma, Matador Processing, LLC, fdba Matador Processors, Inc., makes frozen chile rellenos that are sold to restaurants. It was founded in 1975 by Clif and Betty Wood in Blanchard. At its peak, the Debtor employed about 49 people in Blanchard. Ms. Wood said in a NewsOK.com report that the Debtor now has 20 employees and is still hiring. The Debtor filed for Chapter 11 bankruptcy protection (Bankr. W.D. Okla. Case No. 13-15303) on Dec. 2, 2013, estimating its liabilities at between $500,001 and $1 million against $1 million to $10 million in estimated assets. The Hon. Niles L. Jackson presides over the case. David B. Sisson, Esq., who has an office in Norman, Oklahoma, serves as the Debtor's bankruptcy counsel. The petition was signed by Betty J. Wood, managing member. According to the NewsOK.com report, Ms. Wood said that she was forced to file for Chapter 11 bankruptcy protection a few weeks before Christmas in 2013 to save the Debtor's manufacturing plant from foreclosure after BancFirst, one of the Debtor's largest creditors, refused to work with the Debtor on its mortgage. MAUI LAND: Closes Sale of Lipoa Point Property for $19.8 Million ---------------------------------------------------------------- Maui Land & Pineapple Company, Inc., completed on Oct. 9, 2014, the previously announced sale to the State of Hawaii of an unimproved 244-acre parcel of the Company's land located on Maui, Hawaii, commonly known as Lipoa Point, for a sale price of $19.8 million. The Lipoa Point Sale resulted from a bill enacted by the State of Hawaii in June 2013, which directed the State's Department of Land and Natural Resources to engage in the purchase of Lipoa Point, with the stipulation that the proceeds from the sale be designated for the benefit of the Company's pension plans. The Lipoa Point property was previously pledged to the Pension Benefit Guaranty Corporation as security for the Company's pension plans, which at June 30, 2014, were underfunded by $20.6 million. Upon the closing of the Lipoa Point Sale, the $19.8 million sale price, less closing costs of approximately $400,000, was transferred to the trustee of the Company's pension plans and the mortgage on the property held by the PBGC was released. With the funding of the Company's pension plans from the Lipoa Point Sale, management does not expect to be required to make minimum contributions to its pension plans for the foreseeable future. Such contributions totaled $2.1 million and $2.8 million for 2013 and 2014, respectively. The sale resulted in a gain of approximately $19.3 million, which will be included in the Company's operating results for the quarter ending Dec. 31, 2014. About Maui Land & Pineapple Co. Maui Land & Pineapple Company, Inc. (NYSE: MLP) -- http://mauiland.com/-- develops, sells, and manages residential, resort, commercial, and industrial real estate. The Company owns approximately 23,000 acres of land on Maui and operates retail, utility operations, and a nature preserve at the Kapalua Resort. The Company's principal subsidiary is Kapalua Land Company, Ltd., the operator and developer of Kapalua Resort, a master-planned community in West Maui. Maui Land reported a net loss of $1.16 million on $15.21 million of total operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.60 million on $13.57 million of total operating revenues in 2012. As of Dec. 31, 2013, the Company had $53.75 million in total assets, $80.98 million in total liabilities and a $27.23 million stockholders' deficiency. Deloitte & Touche LLP, in Honolulu, Hawaii, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring negative cash flows from operations and deficiency in stockholders' equity raise substantial doubt about the Company's ability to continue as a going concern. MCCLATCHY CO: Commences Debt Tender Offer at Par for 2022 Notes --------------------------------------------------------------- The McClatchy Company announced that in compliance with the indenture for its 9.00% notes due 2022 it has commenced an offer to purchase for cash up to $406 million of the outstanding 9.00% notes at par. The terms and conditions of the offer are set forth in the Offer to Purchase dated Oct.14, 2014, and Letter of Transmittal. The Offer is not subject to the receipt of any minimum amount of notes tendered, but is subject to the general conditions set forth in the Offer to Purchase. McClatchy noted when it announced the sale of its interest in Cars.com that under the indenture for its 9.00% notes due 2022 it would offer the after-tax proceeds from the sale, to the extent that the proceeds are not reinvested within 365 days of the closing of the transaction, in an offering to repurchase the 9.00% notes at par. Management has elected to make this offer now. Recently, the 9.00% notes were trading at premium prices ranging between $111.00 and $112.50. To the extent the notes are not repurchased under this offer, management may use the proceeds to invest in initiatives or investments to continue its digital transformation, to selectively repurchase outstanding notes or for other corporate purposes as determined by management and the Board of Directors. The complete terms and conditions of the Offer are set forth in the Offer to Purchase and Letter of Transmittal that are being sent to holders of notes. Holders are urged to read the tender offer documents carefully when they become available. Copies of the Offer to Purchase and Letter of Transmittal may be obtained from the Tender and Paying Agent for the Offer, Bank of New York Mellon Trust Company, N.A., at 1-800-254-2826 (US toll-free). About The McClatchy Company Sacramento, Cal.-based The McClatchy Company (NYSE: MNI) -- http://www.mcclatchy.com/-- is the third largest newspaper company in the United States, publishing 30 daily newspapers, 43 non-dailies, and direct marketing and direct mail operations. McClatchy also operates leading local Web sites in each of its markets which extend its audience reach. The Web sites offer users comprehensive news and information, advertising, e-commerce and other services. Together with its newspapers and direct marketing products, these interactive operations make McClatchy the leading local media company in each of its premium high growth markets. McClatchy-owned newspapers include The Miami Herald, The Sacramento Bee, the Fort Worth Star-Telegram, The Kansas City Star, The Charlotte Observer, and The News & Observer (Raleigh). The Company reported net income of $18.80 million for the year ended Dec. 29, 2013, as compared with a net loss of $144,000 for the year ended Dec. 30, 2012. The Company's balance sheet at June 29, 2014, showed $2.68 billion in total assets, $2.36 billion in total liabilities and $318.93 million in stockholders' equity. * * * McClatchy carries a 'Caa1' corporate family rating from Moody's Investors Service. In May 2011, Moody's changed the rating outlook from stable to positive following the company's announcement that it closed on the sale of land in Miami for $236 million. The outlook change reflects Moody's expectation that McClatchy will utilize the net proceeds to reduce debt, including its underfunded pension position, which will reduce leverage by approximately half a turn and lower required contributions to the pension plan over the next few years. McClatchy Co. carries a 'B-' Corporate Credit Rating from Standard & Poor's Ratings Services. As reported by the TCR on April 2, 2014, Standard & Poor's Ratings Services affirmed all ratings on U.S. newspaper company The McClatchy Co., including the 'B-' corporate credit rating, and revised the rating outlook to stable from positive. The outlook revision to stable reflects S&P's expectation that the timeframe for a potential upgrade lies beyond the next 12 months, and could also depend on the company realizing value from its digital minority interests. MEDICAL CAPITAL: Sedgwick Wants Malpractice Suit Axed ----------------------------------------------------- Law360 reported that Sedgwick LLP urged a California federal judge to kick the receiver for Medical Capital Holdings Inc.'s malpractice suit alleging Sedgwick was partially responsible for losses in MedCap's $1 billion Ponzi scheme, arguing that it had been explicitly shooed away from reviewing loan memos. According to the report, MedCap receiver Thomas Seaman accused Sedgwick three years ago of failing to advise the financing company about loan limitations in private placement memoranda that prevented MedCap from spending too much money on nonapproved investments. Seaman also claimed that Sedgwick improperly represented MedCap and its affiliates with conflicting interests, the report related. In Aug. 2009, Medical Capital Holdings' officers asked Judge Carter to let the Company file for Chapter 11 bankruptcy protection and operate as a debtor-in-possession. Judge Carter declined that invitation to release the company from Mr. Seaman's oversight and control. The SEC's lawsuit against Medical Capital, filed in July 2008, alleged that the Company defrauded investors of at least $18.5 million. MEDICURE INC: Posts C$1.3 Million Net Income in First Quarter ------------------------------------------------------------- Medicure Inc. reported net income of C$1.34 million on C$2.12 million of net product sales for the three months ended Aug. 31, 2014, compared to a net loss of C$502,402 on C$747,018 of net product sales for the same period in 2013. As of Aug. 31, 2014, the Company had C$5.60 million in total assets, C$9.92 million in total liabilities and a C$4.32 million total deficiency. At Aug. 31, 2014, the Company had cash totaling C$503,000 compared to C$234,000 as of May 31, 2014. The increase in cash is primarily due to increased revenues during the three months ended Aug. 31, 2014. Cash flows from operating activities for the three months ended Aug. 31, 2014, were C$283,000 compared to cash used in operating activities of C$114,000 for the three months ended Aug. 31, 2013. "There is substantial doubt about the appropriateness of the use of the going concern assumption because the Company has experienced operating losses from incorporation to May 31, 2014 and has accumulated a deficit of $126,168,837 as at August 31, 2014 and a working capital deficiency of $789,844," the Company stated in the Report. A full-text copy of the Financial Report is available at: http://is.gd/skiwgw About Medicure Inc. Based in Winnipeg, Manitoba, Canada, Medicure Inc. (TSX/NEX: MPH.H) -- http://www.medicure.com/-- is a biopharmaceutical company engaged in the research, development and commercialization of human therapeutics. The Company has rights to the commercial product, AGGRASTAT(R) Injection (tirofiban hydrochloride) in the United States and its territories (Puerto Rico, U.S. Virgin Islands, and Guam). AGGRASTAT(R), a glycoprotein GP IIb/IIIa receptor antagonist, is used for the treatment of acute coronary syndrome (ACS) including unstable angina, which is characterized by chest pain when one is at rest, and non-Q-wave myocardial infarction. Medicure Inc. reported a net loss of C$1.63 million for the year ended May 31, 2014, compared to a net loss of C$2.57 million for the year ended May 31, 2013. Ernst & Young LLP, issued a "going concern" qualification on the consolidated financial statements for the year ended May 31, 2014. The independent auditors noted that Medicure Inc. has experienced losses and has accumulated a deficit of $127,516,308 since incorporation and has a working capital deficiency of $869,164 as at May 31, 2014. These conditions raise substantial doubt about its ability to continue as a going concern. MILLER AUTO: Files Schedules of Assets and Liabilities ------------------------------------------------------ Miller Auto Parts & Supply Company, Inc., filed with the U.S. Bankruptcy Court for the Northern District of Georgia its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $215,000 B. Personal Property $33,038,693 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $29,283,081 E. Creditors Holding Unsecured Priority Claims $0 F. Creditors Holding Unsecured Non-priority Claims $6,412,320 ----------- ----------- TOTAL $33,253,693 $35,798,402 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. MOMENTIVE PERFORMANCE: Seeks Extension of Plan Filing Date ---------------------------------------------------------- Momentive Performance Materials and its debtor affiliates ask the U.S. Bankruptcy Court for the Southern District of New York to extend until Dec. 9, 2014, the period by which they have exclusive right to file a plan. The Debtors' Exclusive Filing Period expired on Oct. 10, 2014, and, unless extended, the Debtors' current Exclusive Solicitation Period will expire on Dec. 9, 2014. The Debtors' Plan of Reorganization has been confirmed, although the Plan has not yet been consummated and there are various pending appeals. The Debtors fully expect that the Plan will be consummated and that the Confirmation Order will not be overturned on appeal, however, out of an extreme abundance of caution, the Debtors request an extension of the Exclusive Plan Filing Period of 60 days to be co-extensive with the Exclusive Solicitation Period to ensure that they have an opportunity to consummate the Plan, or if need be, propose, seek confirmation of and consummate a modified plan should an adverse decision arise out of the appellate process, before the Exclusive Periods expire. A hearing on the extension request is scheduled for Oct. 31, 2014, at 9:30 a.m. (prevailing Eastern time). Objections are due Oct. 19. 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. NBRS FINANCIAL: Howard Bank Assumes All of Bank's Deposits ---------------------------------------------------------- NBRS Financial, Rising Sun, Maryland, was closed Oct. 17 by the Maryland Office of the Commissioner of Financial Regulation, which appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into a purchase and assumption agreement with Howard Bank, Ellicott City, Maryland, to assume all of the deposits of NBRS Financial. The five branches of NBRS Financial will reopen as branches of Howard Bank during their normal business hours. Depositors of NBRS Financial automatically will become depositors of Howard Bank. Deposits will continue to be insured by the FDIC, so there is no need for customers to change their banking relationship in order to retain their deposit insurance coverage up to applicable limits. Customers of NBRS Financial should continue to use their existing branch until they receive notice from Howard Bank that it has completed systems changes to allow other Howard Bank branches to process their accounts as well. This evening and over the weekend, depositors of NBRS Financial can access their money by writing checks or using ATM or debit cards. Checks drawn on the bank will continue to be processed. Loan customers should continue to make their payments as usual. As of June 30, 2014, NBRS Financial had approximately $188.2 million in total assets and $183.1 million in total deposits. Howard Bank will pay the FDIC a premium of 1.19 percent to assume all of the deposits of NBRS Financial. In addition to assuming all of the deposits of the failed bank, Howard Bank agreed to purchase essentially all of the assets. Customers with questions about the transaction should call the FDIC toll-free at 1-(800) 930-1848. The phone number will be operational starting on the evening of Oct. 17, 2014, until 9:00 p.m., Eastern Daylight Time (EDT); on Saturday from 9:00 a.m. to 6:00 p.m., EDT; on Sunday from noon to 6:00 p.m., EDT; on Monday from 8 a.m. to 8 p.m., EDT; and thereafter from 9:00 a.m. to 5:00 p.m., EDT. Interested parties also can visit the FDIC's Web site at https://www.fdic.gov/bank/individual/failed/nbrs.html. The FDIC estimates that the cost to the Deposit Insurance Fund (DIF) will be $24.3 million. Compared to other alternatives, Howard Bank's acquisition was the least costly resolution for the FDIC's DIF. NBRS Financial is the 15th FDIC-insured institution to fail in the nation this year, and the second in Maryland. The last FDIC-insured institution closed in the state was Slavie Federal Savings Bank, Bel Air, on May 30, 2014. NET ELEMENT: Cayman Invest Holds 15% Equity Stake ------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Cayman Invest S.A. and Anvar Mametov disclosed that as of Sept. 30, 2014, they beneficially owned 5,569,158 shares of common stock of Net Element, Inc., representing 15 percent of 37,127,720, which is the number of outstanding shares of Common Stock as of June 30, 2014. A copy of the regulatory filing is available at http://is.gd/SBzg2E About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Mike Zoi Reports 14.3% Equity Stake ------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Mike Zoi and his affiliates disclosed that as of Oct. 10, 2014, they beneficially owned 6,538,688 shares of common stock of Net Element, Inc., representing 14.34 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/mA6XGa About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: Nurlan Abduov Reports 15.4% Equity Stake ----------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Nurlan Abduov disclosed that as of Oct. 10, 2014, he beneficially owned 7,057,425 shares of common stock of Net Element, Inc., representing 15.47 percent of the shares outstanding. A copy of the regulatory filing is available for free at http://is.gd/xYUB8r About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NET ELEMENT: To Offer $50 Million Worth of Securities ----------------------------------------------------- Net Element, Inc., filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the offering of any combination of common stock, preferred stock, warrants, units, and subscription rights of up to an aggregate amount of $50,000,000. In addition, certain selling securityholders may offer and sell up to 15,408,597 shares of common stock from time to time, in amounts, at prices, and on terms that will be determined at the time these securities are offered. The Company's common stock is listed on The NASDAQ Capital Market under the symbol "NETE." The Company's outstanding warrants are quoted on the Over-the-Counter Bulletin Board under the symbol "NETEW." The Company will provide information in any applicable prospectus supplement regarding any listing of securities other than shares of the Company's common stock on any securities exchange. A copy of the Form S-3 registration statement is available at: http://is.gd/jZ5ZF6 About Net Element Miami, Fla.-based Net Element International, Inc. (formerly Net Element, Inc.,) currently operates several online media Web sites in the film, auto racing and emerging music talent markets. Net Element reported a net loss of $48.31 million in 2013, as compared with a net loss of $16.38 million in 2012. The Company's balance sheet at June 30, 2014, showed $16.57 million in total assets, $22.79 million in total liabilities and a $6.21 million total stockholders' deficit. BDO USA, LLP, in Miami, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has used substantial amounts of cash to fund its operating activities that raise substantial doubt about its ability to continue as a going concern. NET TALK.COM: Three Directors Ousted by Majority Shareholders ------------------------------------------------------------- Shareholders representing at least a majority of the then outstanding common stock of Net Talk.Com, Inc., voted, via written consent in lieu of a meeting, to remove each of Samer Bishay, Maged Bishara, and Nardir Aljasrawi from their positions serving as members of the Company's Board of Directors, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Removal will become effective upon approximately (but not less than) 20 days after the filing of definitive information statement and its mailing to the Company's stockholders. About Net Talk.com Based in Miami, Fla., Net Talk.com, Inc., is a telephone company, that provides, sells and supplies commercial and residential telecommunication services, including services utilizing voice over internet protocol technology, session initiation protocol technology, wireless fidelity technology, wireless maximum technology, marine satellite services technology and other similar type technologies. Net Talk.com a net loss of $4.78 million on $6.02 million of net revenues for the year ended Dec. 31, 2013, as compared with a net loss of $14.71 million on $5.79 million of net revenues in 2012. As of June 30, 2014, the Company had $5.07 million in total assets, $12.42 million in total liabilities and a $7.35 million total stockholders' deficit. Zachary Salum Auditors P.A., in Miami, Florida, 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 significant recurring losses from operations, its total liabilities exceeds its total assets, and is dependent on outside sources of funding for continuation of its operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. NEXT 1 INTERACTIVE: Delays Filing of Aug. 31 Form 10-Q ------------------------------------------------------ Next 1 Interactive, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its quarterly report on Form 10-Q for the period ended Aug. 31, 2014. The Company said it was not able to obtain all information prior to filing date and as a result the accountant could not complete the required financial statements and management could not complete "Management's Discussion and Analysis" of those financial statements by Oct. 15, 2014. About Next 1 Interactive Weston, Fla.-based Next 1 Interactive, Inc., is the parent company of RRTV Network (formerly Resort & Residence TV), Next Trip -- its travel division, and Next One Realty -- its real estate division. The Company is positioning itself to emerge as a multi revenue stream "Next Generation" media-company, representing the convergence of TV, mobile devices and the Internet by providing multiple platform dynamics for interactivity on TV, Video On Demand (VOD) and web solutions. The Company has worked with multiple distributors beta testing its platforms as part of its roll out of TV programming and VOD Networks. The list of multi- system operators the Company has worked with includes Comcast, Cox, Time Warner and Direct TV. At present the Company operates the Home Tour Network through its minority owned/joint venture real estate partner -- RealBiz Media. As of July 17, 2012, the Home Tour Network features over 4,300 home listings in four cities on the Cox Communications network. The Company incurred a net loss of $18.29 million on $1.56 million of total revenues for the year ended Feb. 28, 2014, as compared with a net loss of $4.23 million on $987,115 of total revenues for the year ended Feb. 28, 2013. The Company's balance sheet at May 31, 2014, showed $4.53 million in total assets, $13.01 million in total liabilities and a $8.47 million total stockholders' deficit. D'Arelli Pruzansky, P.A., in Boca Raton, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended Feb. 28, 2014. The independent auditors noted that the Company has incurred net losses of $18,295,802 and net cash used in operations of $4,590,428 for the year ended Feb. 28, 2014, and the Company had an accumulated deficit of $87,625,076 and a working capital deficit of $13,549,796 at Feb. 28, 2014. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "If we continue to experience liquidity issues and are unable to generate revenue, we may be unable to repay our outstanding debt when due and may be forced to seek protection under the federal bankruptcy laws," the Company said in the fiscal 2013 Annual Report. NORTHSTAR AEROSPACE: Court Dismisses Chapter 11 Cases ----------------------------------------------------- Bankruptcy Judge Mary F. Walrath for District of Delaware dismissed the bankruptcy cases of NSA (USA) Liquidating Corp., formerly known as Northstar Aerospace, et al., on Oct. 1, 2014. The Court further ordered that all remaining funds of the estates after paying of professional fees and wind down expenses approved by Fifth Third Bank as agent of the senior secured lenders, including any future tax refunds or recoveries, will be paid to Fifth Third Bank. As of the case dismissal, the Debtor corporations shall be treated as dissolved, the Court ruled. The Court also ordered that the services of Logan & Company, Inc., as the Debtors' claims and noticing agent, will be terminated effectively 20 days after Oct. 1, 2014. About Northstar Aerospace Chicago, Illinois-based Northstar Aerospace -- http://www.nsaero.com/-- is an independent manufacturer of flight critical gears and transmissions. With operating subsidiaries in the United States and Canada, Northstar produces helicopter gears and transmissions, accessory gearbox assemblies, rotorcraft drive systems and other machined and fabricated parts. It also provides maintenance, repair and overhaul of components and transmissions. Its plants are located in Chicago, Illinois; Phoenix, Arizona and Milton and Windsor, Ontario. Northstar employs over 700 people across its operations. Northstar Aerospace, along with affiliates, filed for Chapter 11 protection (Bankr. D. Del. Lead Case No. 12-11817) in Wilmington, Delaware, on June 14, 2012, to sell its business to affiliates of Wynnchurch Capital, Ltd., absent higher and better offers. The names of the Debtors were changed as contemplated by the approved sale transaction. The new names are NSA (USA) Liquidating Corp., NSA (CHI) Liquidating Corp., D-Velco Manufacturing of Arizona, Inc., and DUSA Liquidating Corp. Attorneys at Dentons US LLP and Bayard, P.A. serve as counsel to the Debtors. The Debtors have obtained approval to hire Logan & Co. Inc. as the claims and notice agent. Certain Canadian affiliates are also seeking protection pursuant to the Companies' Creditors Arrangement Act, R.S.C.1985, c. C-36, as amended. As of March 31, 2012, Northstar disclosed total assets of $165.1 million and total liabilities of $147.1 million. About 60% of the assets and business are with the U.S. Debtors. NUVILEX INC: To Sell $50 Million Worth of Securities ---------------------------------------------------- Nuvilex Inc. filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the sale of its common stock, preferred stock, debt securities, warrants, or units having a maximum aggregate offering price of $50,000,000. The Company's common stock is quoted on the OTCQB under the symbol "NVLX." Each prospectus supplement will contain information, where applicable, as to the Company's quotation on OTCQB or listing on any securities exchange of the securities covered by the prospectus supplement. A copy of the Form S-3 prospectus is available for free at: http://is.gd/rVcKlI Amends Annual Reports Nuvilex had amended its annual reports with the SEC for the years ended April 30, 2013, and April 30, 2014. The Company amended its 2013 Annual Report to amend Part I, Item 1 - Business, Part II, Item 5. Market For Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities and Part III, Item 11. Executive Compensation and Item 13 Certain Relationships and Related Transactions, and Director Independence, in the original 10-K filed with the SEC, in response to comments from the staff of the SEC. A copy of the Form 10-K/A is available for free at http://is.gd/4yeJy8 The Company amended its 2014 Annual Report to amend Part I, Item 1 - Business and Part III, Item 13 Certain Relationships and Related Transactions, and Director Independence, in the original 10-K filed with the SEC, in response to comments from the staff of the SEC. A copy of the Form 10-K/A is available at: http://is.gd/1T5qn2 About Nuvilex Inc. Silver Spring, Md.-based Nuvilex, Inc.'s current strategy is to focus on developing and marketing products designed to improve the health and well-being of those who use them. Nuvilex incurred a net loss of $1.59 million on $12,160 of product sales for the 12 months ended April 30, 2013, as compared with a net loss of $1.89 million on $66,558 of total revenue during the prior year. The Company's balance sheet at July 31, 2014, showed $8.19 million in total assets, $371,386 in total liabilities and $7.82 million in total stockholders' equity. Robison, Hill & Co., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended April 30, 2013. The independent auditors noted that the Company has suffered recurring losses from operations which raises substantial doubt about its ability to continue as a going concern. OVERLAND STORAGE: Obtains $7.5 Million Loan From FBC Holdings ------------------------------------------------------------- Overland Storage, Inc., entered into a Loan and Security Agreement with FBC Holdings S.a r.l., the majority shareholder of the Company and an affiliate of Cyrus Capital Partners, L.P., pursuant to which FBC Holdings loaned to the Company $7.5 million, according to a regulatory filing with the U.S. Securities and Exchange Commission. The net proceeds of the Loan will be used by the Company (i) to repay $2.5 million of the Company's outstanding obligations to Sphere 3D Corporation under the Amended & Restated Promissory Note dated Sept. 8, 2014, issued by the Company to Sphere and (ii) for $5 million of working capital and general corporate purposes. After taking into account the Sphere Repayment, the Company has secured $5 million of additional working capital in the form of debt financing from Cyrus Capital pursuant to the Loan to support restructuring and transition plans. The Loan is scheduled to mature on the second anniversary of the funding date of the Loan; provided, however, that if the closing of the proposed merger contemplated by the Agreement and Plan of Merger between the Company and Sphere and S3D Acquisition Company, a California corporation and wholly owned subsidiary of Sphere does not occur prior to Jan. 12, 2015 (90 days after the funding of the Loan by the Lender), the Company will be required to pay the Loan in full on such date, together with all accrued and unpaid interest thereon. The obligations under the Loan (a) are secured by a second priority lien on substantially all assets of the Company, other than (i) the Company's intellectual property that is subject to any pending litigation as of Oct. 14, 2014, and (b) are secured by a first priority lien on 65% of the stock of the Company's directly owned foreign subsidiaries. No later than Dec. 31, 2014, the Company is required to (i) enter into stock pledge agreements with respect to 65% of the stock of each Foreign Subsidiary governed by the local law of the jurisdiction of formation of each Foreign Subsidiary and (ii) cause Tandberg Data Holdings S.a r.l. to grant a first priority security interest in its intellectual property as collateral for the Loan unless granting the security interest would result in a material adverse tax impact for the Company or any of its subsidiaries. In connection with the Sphere Repayment, Sphere has agreed with the Lender to guaranty $2.5 million in principal amount of the Loan. Sphere has further agreed that (i) if the closing of the Merger does not occur prior to January 12, 2015 (ninety (90) days after the funding of the Loan by the Lender), or (ii) immediately after the closing of the Merger, Sphere will issue shares of common stock of Sphere to the Lender in repayment of an outstanding principal amount of the Loan equal to $2.5 million. If Sphere is required to issue such shares because the closing of the Merger has not occurred prior to Jan. 12, 2015, Sphere will have subrogation rights against the Company for the repayment of the $2.5 million principal amount of the Loan paid to the Lender by Sphere. The Company has agreed to reimburse the Lender for expenses of up to $50,000 for negotiating and documenting the Loan Agreement and all expenses of the Lender of up to $30,000 incurred after entering into the Loan Agreement. The Company has also agreed to indemnify the Lender in a manner customary for financings of this type. The Company has additionally agreed to transfer 25,000 shares of Sphere common stock owned by the Company to the holders of the existing convertible notes issued by the Company (all of which are affiliates of the Lender) as a fee for waiving the debt and lien restrictions under such convertible notes. Amendment to Merger Agreement As previously announced, on May 15, 2014 the Company entered into the Merger Agreement with Sphere and S3D Acquisition Company. On Oct. 13, 2014, the Company entered into an Amendment to Agreement and Plan of Merger with Sphere and S3D Acquisition Company. Pursuant to the Amendment to the Merger Agreement, Sphere consented to the entry by the Company into the Loan Agreement with the Lender and the completion of the transactions contemplated thereby. Sphere additionally agreed to guaranty $2.5 million in principal amount of the Loan and to permit the Company to transfer 25,000 shares of common stock of Sphere to the holders of the existing convertible notes issued by the Company (all of which are affiliates of the Lender) as a fee for waiving the debt and lien restrictions under such convertible notes. Pursuant to the Merger Agreement, at the closing of the Merger each issued and outstanding share of common stock of the Company will be canceled and extinguished and automatically converted into the right to receive a fraction of a share of Sphere common stock equal to the "Exchange Ratio." In exchange for the consent of Sphere to the entry by the Company into the Loan Agreement and the issuance of shares of common stock by Sphere pursuant to the Conversion and the Waiver Issuance, the Company agreed in the Amendment to the Merger Agreement to reduce the Exchange Ratio from 0.510594 to 0.46385, such that the "Exchange Ratio" will be equal to 0.4634 plus the quotient obtained by dividing (x) the number of shares of common stock of Sphere held by the Company immediately prior to the closing of the Merger by (y) 18,495,865.20 plus the quotient obtained by dividing (A) (i)105% of the principal amount of any indebtedness of the Company to Cyrus Capital Partners and its affiliates repaid by the Company on or after the date of the Merger Agreement and prior to the closing of the Merger divided by (ii) 8.675 by (B) 18,495,865.20. Expects to Exceed Synergy Estimates Overland Storage, Inc., reported progress on the third phase of the Company's transformation and its achievements for operational efficiencies intended to deliver a profitable run-rate exiting calendar year 2014, excluding stock-based compensation and one- time charges related to the Sphere3D merger and the Tandberg acquisition. "We are pleased to report that the expected operational changes will exceed our previously-announced annual cost savings target of $20 million by 10% to 15%. As a result, we are on track to execute on our overall transformation strategy to build a strong foundation for our core business, increase global scale, and enter new and innovative markets," said Eric Kelly, president and CEO of Overland Storage. Sphere3D Merger Update: * Sphere3D has filed with the SEC Amendment No. 2 to its Registration Statement on Form F-4/A covering the shares of Sphere 3D's common stock to be issued in connection with the proposed merger with Sphere 3D. * The proposed merger with Sphere3D continues to be on track to close this fiscal quarter, subject to the effectiveness of the registration statement. * The Company has entered into a Memorandum of Understanding with the plaintiffs in the consolidated class action cases referred to as "In re Overland Storage Inc., Shareholders Litigation" that would, subject to court approval and other standard conditions, provide for the settlement of all outstanding claims in regard to the Company's proposed merger transaction with Sphere3D. Restructuring Update: * Between the closing of the Company's acquisition of Tandberg Data and the end of this quarter, the Company will have reduced its headcount by over 100 people, constituting approximately 30% of the Company's workforce excluding personnel in its Chinese manufacturing facility. * The Company is in the process of completing the transition of manufacturing from its San Diego facility to its China facility and contract manufacturers. * The Company's relationship with BDT Media Automation GmbH has progressed with the expansion of its tape automation product offerings and previously announced patent cross license agreement. Product Highlights: The Company is continuing to innovate, strengthen and broaden its product portfolio with the following products: * V3 hyper-converged appliances designed to address the rapidly growing virtualization and cloud markets. * SnapServer XSD 40, powered by the new GuardianOS 7.6 software, is the simplest and most versatile NAS and iSCSI SAN storage available for today's business needs--from virtualized server and Microsoft Exchange environments, to backup and storage consolidation. * SnapScale clustered data storage with the new version of the Company's RAINcloud operating system optimized for virtual infrastructures without adding management complexity. * RDX integration with SnapServer provides small-medium business customers with an affordable integrated solution for backup and data exchange. * NEO tape automation product line will allow the Company to address a larger segment of the market, and provide its customers with a broader set of archive options. About Overland Storage San Diego, Cal.-based Overland Storage, Inc. (Nasdaq: OVRL) -- http://www.overlandstorage.com/-- is a global provider of unified data management and data protection solutions designed to enable small and medium enterprises (SMEs), corporate departments and small and medium businesses (SMBs) to anticipate and respond to change. Overland Storage reported a net loss of $22.92 million for the year ended June 30, 2014, compared to a net loss of $19.64 million for the year ended June 30, 2013. As of June 30, 2014, the Company had $93.93 million in total assets, $57.14 million in total liabilities and $36.79 million in total shareholders' equity. Moss Adams 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's recurring losses and negative operating cash flows raise substantial doubt about the Company's ability to continue as a going concern. PACIFIC STEEL: Amends Further Schedules of Assets and Liabilities ----------------------------------------------------------------- Second Street Properties, formerly known as Pacific Steel Casting Company, filed with the U.S. Bankruptcy Court for the Northern District of California on Sept. 25, 2014, yet another amendment to its amended schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $36,533,644 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $4,702,528 E. Creditors Holding Unsecured Priority Claims $205,223 F. Creditors Holding Unsecured Non-priority Claims $41,832,539 ----------- ----------- TOTAL $36,533,644 $46,740,291 As previously reported in the July 1, 2014 edition of The Troubled Company Reporter, the latest previous amendment of the Debtor's schedules of assets and liabilities showed $36.53 million in assets and $47.52 million in liabilites. About Pacific Steel Casting, Berkeley Properties Pacific Steel Casting Company and Berkeley Properties, LLC, separately filed Chapter 11 bankruptcy petitions (Bankr. N.D. Cal. Case Nos. 14-41045 and 14-41048) on March 10, 2014. Pacific Steel's petition was signed by Charles H. Bridges, Jr., chief financial officer and director. Michael W. Malter, Esq., at Binder & Malter, LLP serves as the Debtors' counsel. Epiq Bankruptcy Solutions, LLC, is the Debtors' claims, noticing and balloting agent. Burr Pilger Mayer, a certified public accounting firm, serves as financial consultants. Pacific Steel makes carbon, low-alloy and stainless steel castings for U.S. and international customers, largely for heavy-duty trucks and construction equipment. Tracy Hope Davis, the United States Trustee for Region 17, appointed seven creditors to serve on the Official Committee of Unsecured Creditors. The Committee is represented by Ori Katz, Esq., and Michael M. Lauter, Esq., at Sheppard, Mullin, Richter & Hampton LLP. The Debtors in July 2014 won court approval to sell their fourth- generation family-owned steel foundry for $11.3 million cash plus assumption of specified liabilities to Speyside Fund LLC. Bankruptcy Judge Roger L. Efremsky authorized the Debtors to revise case caption to reflect the name change after the sale of assets. The case caption now reflects: Second Street Properties, and Berkeley Properties, LLC. The Debtors stated that the assets sold included the trade name "Pacific Steel Casting Company" and the commonly used abbreviation and trademark "PSC". The Debtors agreed with the buyer that the Debtors would stop using that name immediately after the closing. PANTECH CO: Files for Bankruptcy in the U.S. -------------------------------------------- Tom Corrigan, writing for Daily Bankruptcy Review, reported that Pantech Co., a South Korean mobile-phone maker, has sought the protection of a U.S. court as part of its larger restructuring efforts abroad. According to the report, the company filed for Chapter 15 bankruptcy protection at the U.S. Bankruptcy Court in Atlanta on Oct. 16. If recognized by a U.S. judge, Pantech will receive the benefits of U.S. bankruptcy law, including the so- called automatic stay that halts lawsuits and prevents creditors from seizing assets, the report related. As previously reported by The Troubled Company Reporter, citing The Wall Street Journal, Pantech filed for court receivership after its latest flagship smartphone failed to take off. The company, in which Qualcomm Inc. and Samsung Electronics Co. are major foreign shareholders, has been relying heavily on the South Korean market to sell its phones, where rivals like Samsung and LG Electronics Inc. are dominant players. PANTECH CO: Voluntary Chapter 15 Case Summary --------------------------------------------- Chapter 15 Petitioner: Joonwoo Lee Chapter 15 Debtor: Pantech Co., Ltd. 5607 Glenridge Drive Atlanta, GA 30342 Chapter 15 Case No.: 14-70482 Type of Business: Pantech is a South Korean company that manufactures and sells mobile devices. Chapter 15 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Northern District of Georgia (Atlanta) Chapter 15 Petitioner's Michael J. Jacobs, Esq. Counsel: JACOBS LEGAL, LLC Northside Tower - Suite 622 6065 Roswell Road Atlanta, GA 30328 Tel: (404) 826-8660 Fax: (404) 393-8660 Email: mike@mikejacobslegal.com - and - Alan A. Wright, Esq. H.C. PARK & ASSOCIATES 1894 Preston White Drive Reston, VA Tel: 703-288-5105 Fax: 703-288-5139 Email: awright@park-law.com Estimated Assets: $100 million to $500 million Estimated Debts: $500 million to $1 billion PATERSON CHARTER: S&P Cuts Rating on School Revenue Bonds to 'BB+' ------------------------------------------------------------------ Standard & Poor's Ratings Services lowered its rating to 'BB+' from 'BBB-' on Paterson Charter School for Science & Technology (PCSST), N.J.'s series 2012A (tax exempt), 2012B (taxable), 2012C, and 2012D charter school revenue bonds issued by the New Jersey Economic Development Authority. The outlook is stable. "The downgrade reflects the decline in PCSST's lease-adjusted maximum annual debt service coverage to 1x, which is weak for the rating category," said Standard & Poor's credit analyst Debra Boyd. "Although the school produced operating surpluses in fiscal 2013 and in fiscal 2014, its excess margins and liquidity levels relative to operations remain below those of charter schools with a 'BBB-' rating," added Ms. Boyd. "Given that management plans to use up to $1 million of its cash reserves in fiscal 2015 to fund one-time technology and capital investments, we expect liquidity to further decline. We expect that PCSST should return to a surplus in fiscal 2016 but believe that it could take time for coverage and financial resources to return to levels associated with a higher rating." While PCSST's high school achieved or exceeded proficiency in English Language Arts (ELA) and math and it met or exceeded proficiency in math in the third through sixth and eighth grades, PCSST fell far below the standards established for the New Jersey Assessment of Skills and Knowledge (NJASK)'s schoolwide thresholds in language arts for grades three through eight and did not meet the standards for proficiency in the seventh grade for the 2013- 2014 school year based on the New Jersey Department of Education Charter Performance Framework. We recognize that the school has improved its performance in math, outperforms its peers in the district, and a new baseline will be set next year when a new testing standard, Partnership for Assessment of Readiness for College and Careers assessment is rolled out in New Jersey. However, in S&P's opinion, given the increased focus on charter school accountability in the state, not meeting proficiency in ELA at the lower school increases the uncertainty related to charter authorization. PAUL HENDERSON: Liable for Taxes Under SBTA, Mich. App. Ct. Says ---------------------------------------------------------------- The Court of Appeals of Michigan affirmed the Michigan Tax Tribunal (MTT)'s Final Opinion and Judgment the Michigan Department of Treasury, as respondent, summary disposition and holding Paul A. Henderson, as petitioner, responsible for taxes under Michigan's former Single Business Tax Act. The appeals case is PAUL A. HENDERSON, Plaintiff-Appellant, v. MICHIGAN DEPARTMENT OF TREASURY, Defendant-Appellee, Case No. 312859 (App. Mich.). A copy of the Michigan Court of Appeals' Sept. 25, 2014 is available at http://is.gd/ZH5zaMfrom Leagle.com. Paul A. Henderson of Palm Beach Gardens, FL, filed for bankruptcy on Nov. 3, 2010 (Bankr. S.D. Fla., Case No. 10-44034). The Debtor was represented by Bradley S. Shraiberg, Esq. -- bshraiberg@sfl-pa.com -- of Boca Raton, FL 33431. PLACE OF FRANK'S: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Place of Frank's LLC 201-205 Ninth Street San Francisco, CA 94103 Case No.: 14-31503 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Robert P. Sprague, Esq. LAW OFFICES OF ROBERT SPRAGUE 3701 Sacramento St. #292 San Francisco, CA 94118 Tel: (415) 221-9990 Email: spraguelaw@yahoo.com Estimated Assets: Not indicated Estimated Liabilities: Not indicated A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/canb14-31503.pdf PLANDAI BIOTECHNOLOGY: Reports $15.5 Million Net Loss in 2014 ------------------------------------------------------------- Plandai Biotechnology, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $15.53 million on $265,748 of revenues for the year ended June 30, 2014, compared to a net loss of $2.96 million on $359,143 of revenues for the year ended June 30, 2013. The Company's balance sheet at June 30, 2014, showed $9.68 million in total assets, $13.22 million in total liabilities and a $3.53 million total stockholders' defiict allocated to the Company. Terry L. Johnson, CPA, in Casselberry, Florida, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2014. "The Company has incurred a deficit of approximately $26 million and has used approximately $44 million of cash due to its operating activities in the two years ended June 30, 2014. The Company may not have adequate readily available resources to fund operations through June 30, 2015. This raises substantial doubt about the Company's ability to continue as a going concern," the auditors noted. A copy of the Form 10-K is available for free at: http://is.gd/iw7EZd About Plandai Based in Seattle, Washington, Plandai Biotechnology, Inc., through its recent acquisition of Global Energy Solutions, Ltd., and its subsidiaries, focuses on the farming of whole fruits, vegetables and live plant material and the production of proprietary functional foods and botanical extracts for the health and wellness industry. Its principle holdings consist of land, farms and infrastructure in South Africa. PRINCIPI FAMILY: Case Summary & 5 Unsecured Creditors ----------------------------------------------------- Debtor: Principi Family Properties, LLC 4 Shellfisher Road Southold, NY 11971 Case No.: 14-74674 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Eastern District of New York (Central Islip) Judge: Hon. Alan S Trust Debtor's Counsel: Michael G McAuliffe, Esq. MICHAEL McAULIFFE 68 South Service Road, Suite 100 Melville, NY 11747 Tel: 631 465-0044 Email: mgmlaw@optonline.net Total Assets: $2.62 million Total Liabilities: $2.20 million The petition was signed by Richard Principi, managing member. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/nyeb14-74674.pdf PTM TECHNOLOGIES: Court Rules in Insurance Coverage Dispute ----------------------------------------------------------- In a Sept. 26, 2014 Memorandum of Opinion and Order entered in the case MAXUS CAPITAL GROUP, LLC, Plaintiff v. LIBERTY SURPLUS INSURANCE CORPORATION, Defendant, Case No. 1:13-CV-01546 (N.D. Ohio), available at http://is.gd/darmvpfrom Leagle.com, District Judge Lesley Wells granted Liberty's summary judgment motion and denied Maxus's motion. In his Sept. 26 Order, Judge Wells opined that, "Maxus first had notice of the claim when it received GE Capital's letter on June 14, 2010. Because the claim was not reported to Liberty until after the operative policy had expired, Liberty was not obligated to provide coverage." The present lawsuit was filed on May 20, 2013, whereby Maxus sought a declaratory judgment that Liberty breached its obligation to defend and indemnify Maxus in a January 2012 lawsuit. In the 2012 lawsuit, Maxus was sued for breach of contract by General Electric Capital Corporation in Delaware state court. Maxus is in the business of providing equipment financing to businesses. The seeds of the present dispute were planted in 2008, when Maxus, as lender, entered into four loan agreements with PTM Technologies, Inc. However, Maxus's financing statement executed to perfect its security interest in PRM mistakenly identified the borrower as "PTM Tecnologies, Inc." The bankruptcy court in the Chapter 11 case of PTM in North Carolina would later conclude that the spelling mistake had been fatal to the perfection of the security interest, but Maxus, unaware of the error, and assigned its rights under two of the PTM loan agreements to GE Capital, pursuant to a Master Assignment Agreement ("MAA"). Counterclaimant Liberty Surplus Insurance Corporation is represented by Michael R. Goodstein, Esq. -- michael.goodstein@baileycavalieri.com -- and Sabrina C. Haurin, Esq. -- sabrina.haurin@baileycavalieri.com -- of Bailey Cavalieri. About PTM Technologies PTM Technologies Inc. is a wholly owned subsidiary of Renegade Holdings, and an affiliate of Alternative Brands, Inc. and Renegade Tobacco Company, which also are wholly owned subsidiaries of Renegade Holdings. The Mocksville, North Carolina-based company filed for bankruptcy (Bankr. M.D.N.C. Case No. 10-50980) on May 26, 2010. Judge William L. Stocks presides over the case. Charles M. Ivey III, Esq. -- jlh@imgt-law.com -- at Ivey, McClellan, Gatton, & Talcott, LLP, serves as bankruptcy counsel. According to its schedules, the Company has $3,953,216 in assets and $7,199,424 in debts. RANGE RESOURCES: S&P Raises CCR to 'BB+'; Outlook Stable -------------------------------------------------------- Standard & Poor's Ratings Services said it raised its corporate credit and subordinated debt ratings on Range Resources Corp. to 'BB+' from 'BB'. The recovery rating on the debt remains '3', reflecting S&P's expectation of meaningful (50% to 70%) recovery in the event of a default. The outlook is stable. The upgrade reflects S&P's expectation that Fort Worth, Texas- based independent oil and gas exploration and production company Range Resources Corp. will continue to expand its production by 20%-25% per year over the next few years while increasing its reserve base and improving its credit measures. Range has increased its production and reserves steadily over the past few years, primarily by developing its significant asset base in the Marcellus shale, where the company was an early mover and has a leading acreage position and meaningful scale. "The stable outlook reflects our expectation that Range Resources will continue to expand its reserves and production organically, while maintaining low costs and a prudent capital structure," said Standard & Poor's credit analyst Susan Ding. S&P would review the ratings for a possible downgrade if there were deterioration in the company's credit measures, such that FFO to total debt fell below 45% and total debt to EBITDA exceeded 2x on a sustained basis, or there were a material weakening in operating performance or industry conditions. This could occur if natural gas prices declined materially or operating costs escalated substantially. S&P could consider a positive rating action if Range's leverage measures continued to improve, such that its FFO to total debt exceeded 60% and debt to EBITDA fell below 1.5x on a sustained basis. This would most likely occur if the company began generating positive free operating cash flow due to improved profitability or greater capital efficiency. REICHHOLD HOLDINGS: Meeting of Creditors Set for Nov. 6 ------------------------------------------------------- The meeting of creditors of Reichhold Holdings US, Inc. is set to be held on Nov. 6, at 1:30 p.m., according to a filing with the U.S. Bankruptcy Court for the District of Delaware. The meeting will be held at J. Caleb Boggs Federal Building, 844 King Street, 2nd Floor, Room 2112, in Wilmington, Delaware. The court overseeing the bankruptcy case of a company schedules the meeting of creditors usually about 30 days after the bankruptcy petition is filed. The meeting is called the "341 meeting" after the section of the Bankruptcy Code that requires it. A representative of the company is required to appear at the meeting and answer questions under oath. The meeting is presided over by the U.S. trustee, the Justice Department's bankruptcy watchdog. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, USA, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. In 2013, the companies generated $1.08 billion in net revenue, and as of the year-to-date August 2014, $750 million in net revenues. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. The Reichhold Companies are pursuing a sale transaction that has two elements: (i) a consensual foreclosure by the holders of senior secured notes on their security interests in the common and preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the ultimate holding company of all of the non-debtor affiliates that operate outside the U.S., and (ii) a purchase of certain assets of the Debtors by Reichhold Holdings International B.V. through a credit bid pursuant to Section 363 of the Bankruptcy Code. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. REICHHOLD HOLDINGS: U.S. Trustee Appoints Creditors' Committee -------------------------------------------------------------- The U.S. Trustee for Region 3 appointed seven creditors of Reichhold Holdings US, Inc. to serve on the official committee of unsecured creditors. The unsecured creditors' committee is composed of: (1) Pension Benefit Guaranty Corporation Attn: Craig Yamaoka 1200 K Street N.W. Washington, DC 20005 Phone: 202-326-4070 ext. 3614 Fax: 202-326-4112 (2) Stepan Company Attn: Arthur Mergner 22 West Frontage Road Northfield, IL 60091 Phone: 847-501-2382 Fax: 847-441-1466 (3) Americas Styrenics Attn: Tom Jeanson 1004 Overbrook Road Wilmington, DE 19807 Phone: 302-654-7549 Fax: 832-616-7889 (4) Evonik Corporation Attn: Maria Limarenko 299 Jefferson Road Parsippany, NJ 07054 Phone: 973-929-8225 Fax: 973-929-8438 (5) United Steelworkers Attn: David Jury Five Gateway Center, Room 807 Pittsburgh, PA 15222 Phone: 412-562-2545 Fax: 412-562-2574 (6) Alnor Oil Company Inc. Attn: Marjorie Klayman 70 E. Sunrise Highway Valley Stream, NY 11581 Phone: 516-561-6146 Fax: 516-561-6123 (7) Estate of Anna R. Hartgrave Attn: Raeann Warner Jacobs & Crumplar P.A. 2 East 7th Street, PO Box 1271 Wilmington DE 19899 Phone: 302-656-5445 Ext. 13 Fax: 302-656-5875 Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at a debtor's expense. They may investigate the debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. About Reichhold Founded in 1927, Reichhold, with its world headquarters and technology center in Durham, North Carolina, USA, is one of the world's largest manufacturer of unsaturated polyester resins and a leading supplier of coating resins for the industrial, transportation, building and construction, marine, consumer and graphic arts markets. Reichhold -- http://www.Reichhold.com/-- has manufacturing operations throughout North America, Latin America, the Middle East, Europe and Asia. As of June 30, 2014, the Reichhold companies had consolidated assets of $538 million and liabilities of $631 million. In 2013, the companies generated $1.08 billion in net revenue, and as of the year-to-date August 2014, $750 million in net revenues. Reichhold Holdings US, Inc., Reichhold, Inc., and two U.S. affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-12237) on Sept. 30, 2014. The Reichhold Companies are pursuing a sale transaction that has two elements: (i) a consensual foreclosure by the holders of senior secured notes on their security interests in the common and preferred stock in Reichhold Holdings Luxembourg, S.a.r.l. ("RHL"), the ultimate holding company of all of the non-debtor affiliates that operate outside the U.S., and (ii) a purchase of certain assets of the Debtors by Reichhold Holdings International B.V. through a credit bid pursuant to Section 363 of the Bankruptcy Code. Cole, Schotz, Meisel, Forman & Leonard, P.A. (legal advisor) and CDG Group LLC (financial advisor) are representing Reichhold, Inc. Latham & Watkins LLP (legal advisor) and Moelis & Company (investment banker) are serving Reichhold Industries, Inc. Logan & Company is the company's claims and noticing agent. The cases are assigned to Judge Mary F. Walrath. ROSETTA GENOMICS: Terminates Equity Sales Agreement With Cantor --------------------------------------------------------------- Rosetta Genomics Ltd. disclosed with the U.S. Securities and Exchange Commission that it had terminated, effective as of Oct. 13, 2014, the Controlled Equity Offering Sales Agreement dated March 22, 2013, with Cantor Fitzgerald & Co., as sales agent. About Rosetta Based in Rehovot, Israel, Rosetta Genomics Ltd. is seeking to develop and commercialize new diagnostic tests based on a recently discovered group of genes known as microRNAs. MicroRNAs are naturally expressed, or produced, using instructions encoded in DNA and are believed to play an important role in normal function and in various pathologies. The Company has established a CLIA- certified laboratory in Philadelphia, which enables the Company to develop, validate and commercialize its own diagnostic tests applying its microRNA technology. Rosetta Genomics incurred a net comprehensive loss after discontinued operations of $12.89 million on $405,000 of revenues for the year ended Dec. 31, 2013, as compared with a net comprehensive loss after discontinued operations of $10.45 million on $201,000 of revenues in 2012. Rosetta Genomics Ltd. reported a net loss after discontinued operations of $7.18 million on $554,000 of revenues for the six months ended June 30, 2014, compared to a net loss after discontinued operations of $6.29 million on $193,000 of revenues for the same period a year ago. The Company's balance sheet at June 30, 2014, showed $21.67 million in total assets, $1.79 million in total liabilities and $19.87 million in total shareholders' equity. Bankruptcy Warning "We will require substantial additional funding and expect to augment our cash balance through financing transactions, including the issuance of debt or equity securities and further strategic collaborations. On December 7, 2012, we filed a shelf registration statement on Form F-3 with the SEC for the issuance of ordinary shares, various series of debt securities and/or warrants to purchase any of such securities, either individually or in units, with a total value of up to $75 million, from time to time at prices and on terms to be determined at the time of such offerings. The filing was declared effective on December 19, 2012. As of the time of the filing of this Annual Report on Form 20-F, we had sold through the Cantor Sales Agreement an aggregate of 1,559,537 of our ordinary shares for gross proceeds of $5.9 million under this shelf registration statement, leaving an aggregate of approximately $69.1 million of securities available for sale. If we need additional funding, there can be no assurance that we will be able to obtain adequate levels of additional funding on favorable terms, if at all. If adequate funds are needed and not available, we may be required to: * delay, reduce the scope of or eliminate certain research and development programs; * obtain funds through arrangements with collaborators or others on terms unfavorable to us or that may require us to relinquish rights to certain technologies or products that we might otherwise seek to develop or commercialize independently; * monetize certain of our assets; * pursue merger or acquisition strategies; or * seek protection under the bankruptcy laws of Israel and the United States," the Company stated in the 2013 Annual Report. RUBLOFF SHOREWOOD: Case Summary & 6 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: Rubloff Shorewood LLC c/o Attorney Thomas E. Laughlin 4616 East State Street, Suite 3 Rockford, IL 61108 Case No.: 14-83123 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Rockford) Judge: Hon. Thomas M. Lynch Debtor's Counsel: Thomas E. Laughlin, Esq. ATTORNEY THOMAS E. LAUGHLIN 6833 Stalter Dr. Rockford, IL 61108 Tel: 815-316-3038 Fax: 813-316-3039 Email: tloff@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $10 million to $50 million The petition was signed by Gerald H. Weber Jr., manager of Rubloff Holdings, LLC, member-manager. A list of the Debtor's six largest unsecured creditors is available for free at http://bankrupt.com/misc/ilnb14-83123.pdf SEBASTIANO INC: Voluntary Chapter 11 Case Summary ------------------------------------------------- Debtor: Sebastiano, Inc. 248-250 Market Street Philadelphia, PA 19106 Case No.: 14-18295 Chapter 11 Petition Date: October 16, 2014 Court: United States Bankruptcy Court Eastern District of Pennsylvania (Philadelphia) Judge: Hon. Jean K. FitzSimon Debtor's Counsel: Timothy Zearfoss, Esq. LAW OFFICES OF TIMOTHY ZEARFOSS 143-145 Long Lane Upper Darby, PA 19082 Tel: (610)734-7001 Email: tzearfoss@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Giampaolo Duva, president. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. SOLAR POWER: Xinyu Inks US$42.6-Mil. Contract With Alxa League -------------------------------------------------------------- Solar Power, Inc.'s wholly-owned subsidiary, Xinyu Xinwei New Energy Co., Ltd., entered into an agreement with Alxa League Zhiwei Photovoltaic Power Generation Co., Ltd., whereby Xinwei agreed to provide engineering, procurement and construction services to the Principal for the development of approximately 30MW of photovoltaic power generation project in Alxa League, Inner Mongolia, PRC, for an aggregate contract price of RMB261 million (US$42.6 million), pursuant to the terms and conditions of the General Contract. A copy of the Alxa League Zhiwei 30MW Photovoltaic Power Generation Project General Contract dated Oct. 8, 2014, is available for free at http://is.gd/SS2Gic About Solar Power Roseville, Cal.-based Solar Power, Inc., is a global solar energy facility ("SEF") developer offering its own brand of high- quality, low-cost distributed generation and utility-scale SEF development services. Primarily, the Company works directly with and for developers around the world who hold large portfolios of SEF projects for whom it serves as an engineering, procurement and construction contractor. The Company also performs as an independent, turnkey SEF developer for one-off distributed generation and utility-scale SEFs. Solar Power reported a net loss of $32.24 million in 2013 following a net loss of $25.42 million in 2012. As of June 30, 2014, the Company had $72.84 million in total assets, $56.85 million in total liabilities and $15.99 million in total stockholders' equity. Crowe Horwath LLP, in San Francisco, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred a current year net loss of $32.2 million, has an accumulated deficit of $56.1 million, has experienced a significant reduction in working capital, has past due related party accounts payable and a debt facility under which a bank has declared amounts immediately due and payable. Additionally, the Company's parent company LDK Solar Co., Ltd has experienced significant financial difficulties including the filing of a winding up petition on Feb. 24, 2014. These matters raise substantial doubt about the Company's ability to continue as a going concern. SPIRE CORP: Amends Lease Agreement With SPI-Trust ------------------------------------------------- In September 2013, Spire Corporation sold its biomedical business to N2 Biomedical LLC. The purchase price for the Bio Business Unit was $10.5 million plus the assumption of liabilities of approximately $0.1 million, with $6 million paid in cash at closing, a $2.4 million subordinated convertible promissory note, and 310,549 Series A Preferred Units of N2 valued at approximately $2.1 million. On Oct. 10, 2014, in order to increase working capital, eliminate significant unpaid rent obligations and substantially reduce future rent obligations, the Company entered into a series of agreements with Roger G. Little, Chairman of the Board of Directors of the Company, and SPI-Trust, a trust of which Mr. Little is the sole trustee and principal beneficiary. SPI-Trust is the owner of the building in Bedford, MA in which the Company leases its space. Under the current lease, the Company leases 117,180 square feet of space at a rate of $16.50 per square foot on a triple net basis, whereby the tenant is responsible for operating expenses, taxes and maintenance of the building, with annual increases of $0.50 per square foot. The Bedford Lease expires on Nov. 30, 2017. In connection with the Transactions, the Company entered into the following agreements: 1. A Note Purchase and Assignment Agreement with Mr. Little pursuant to which the Company sold the N2 Note to Mr. Little in exchange for (i) $1.5 million in cash and (ii) the forgiveness of $200,000 of compensation owed by the Company to Mr. Little. In addition, as part of the transaction, Mr. Little was issued a five-year warrant to purchase 1.0 million shares of common stock of the Company for an exercise price per share of $0.276 (representing 120% of the closing price of the common stock on such date). 2. An Equity Ownership Interest Transfer Agreement with SPI-Trust pursuant to which the Company sold the N2 Units to SPI-Trust in exchange for (i) the forgiveness of approximately $1.9 million in unpaid rent for the period from October 1, 2013 through October 31, 2014 and (ii) the agreement to enter into an amendment to the Bedford Lease. 3. The Third Amendment to Lease Agreement with SPI-Trust pursuant to which the Bedford Lease was amended to, among other things, (i) reduce the leased portion of the premises to 85,732 square feet of space, effective Nov. 1, 2014, (ii) provide that for the period commencing Nov. 1, 2014, and running through and including July 31, 2015, the Company will not be required to pay any base rent, (iii) provide that for the period commencing on Aug. 1, 2015, and running through and including Jan. 31, 2016, base rent under the Bedford Lease shall be $5.00 per square foot and (iv) provide that for the period commencing on Feb. 1, 2016, and running through the end of the term (Nov. 30, 2017), base rent under the Bedford Lease shall be $10.00 per square foot. In addition, SPI-Trust can terminate the Bedford Lease upon 6 months' prior written notice, provided that the Bedford Lease cannot be terminated prior to July 31, 2015. In addition to the forgiveness of past-due rent of approximately $1.9 million, the Company estimates that, as compared to the lease prior to the amendment (and assuming continued occupancy in the premises), the Lease Amendment will result in savings of approximately $1.3 million for the Rent-Free Period and savings of approximately $2.3 million for the period commencing on August 1, 2015 and running through the end of the term (Nov. 30, 2017). As of the result of the Transactions, and as of the date these Transactions closed, it is expected that the Company will no longer be the primary beneficiary of the variable interest entity, N2 Bio, and, accordingly, the Company will no longer be required to consolidate the assets, liabilities and results of operations of N2 Bio into the Company's financial statements. About Spire Corp Bedford, Massachusetts-based Spire Corporation currently develops, manufactures and markets customized turn-key solutions for the solar industry, including individual pieces of manufacturing equipment and full turn-key lines for cell and module production and testing. Spire Corporation reported a net loss of $8.52 million in 2013, as compared with a net loss of $1.85 million in 2012. As of June 30, 2014, the Company had $9.34 million in total assets, $14.19 million in total liabilities and a $4.85 million total stockholders' deficit. McGladrey LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company incurred an operating loss from continuing operations of $8.4 million and cash used in operating activities of continuing operations was $5.2 million. The Company's credit agreement with a bank is due to expire on April 30, 2014. These factors raise substantial doubt about its ability to continue as a going concern. STANFORD GROUP: Proskauer Loses Bid to Disqualify Neligan --------------------------------------------------------- Law360 reported that a Texas federal judge rejected Proskauer Rose LLP's bid to stop Neligan Foley LLP from replacing counsel for Stanford Financial Group's receiver, whose malpractice suit alleges Proskauer aided Stanford's $7 billion Ponzi scheme, saying the court found little risk that Neligan was exposed to disqualifying information. According to the report, U.S. District Judge David C. Godbey, however, said that he would lift the litigation stay in "an abundance of caution" to allow Proskauer and former firm attorney Thomas V. Sjoblom to conduct limited discovery regarding whether Neligan has, in fact, been exposed to confidential government information. The case is Ralph S. Janvey v. Proskauer Rose LLP et al., case number 3:13-cv-00477, in the U.S. District Court for the Northern District of Texas. About Stanford Group The Stanford Financial Group was a privately held international group of financial services companies controlled by Allen Stanford, until it was seized by United States (U.S.) authorities in early 2009. Domiciled in Antigua, Stanford International Bank Limited -- http://www.stanfordinternationalbank.com/-- is a member of Stanford Private Wealth Management, a global financial services network with US$51 billion in deposits and assets under management or advisement. Stanford Private Wealth Management served more than 70,000 clients in 140 countries. On Feb. 16, 2009, the United States District Court for the Northern District of Texas, Dallas Division, signed an order appointing Ralph Janvey as receiver for all the assets and records of Stanford International Bank, Ltd., Stanford Group Company, Stanford Capital Management, LLC, Robert Allen Stanford, James M. Davis and Laura Pendergest-Holt and of all entities they own or control. The February 16 order, as amended March 12, 2009, directs the Receiver to, among other things, take control and possession of and to operate the Receivership Estate, and to perform all acts necessary to conserve, hold, manage and preserve the value of the Receivership Estate. The case in district court was Securities and Exchange Commission v. Securities Investor Protection Corp., 11-mc-00678, U.S. District Court, District of Columbia (Washington). The U.S. Securities and Exchange Commission, on Feb. 17, charged before the U.S. District Court in Dallas, Texas, Mr. Stanford and three of his companies for orchestrating a fraudulent, multi- billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. A criminal case was pursued against him in June before the U.S. District Court in Houston, Texas. Mr. Stanford pleaded not guilty to 21 charges of multi-billion dollar fraud, money- laundering and obstruction of justice. Assistant Attorney General Lanny Breuer, as cited by Agence France-Presse News, said in a 57-page indictment that Mr. Stanford could face up to 250 years in prison if convicted on all charges. Mr. Stanford surrendered to U.S. authorities after a warrant was issued for his arrest on the criminal charges. TODD BRUNNER: Faces Charges of Bankruptcy Fraud ----------------------------------------------- Sarah Westwood at Washington Examiner reports that Todd Brunner and his son Shawn hid more than $7 million in assets by using a series of shell companies to evade creditors, and are now facing charges of bank and bankruptcy fraud. The Milwaukee Journal-Sentinel relates that the the Department of Housing and Urban Development inspector general, the FBI, and the Milwaukee Police Department found out that millions in real estate property, bank accounts, cars and powerboats were transferred to Shawn and a network of shell companies. A federal grand jury said in a 16-count indictment that Shawn, under his father's instruction, organized the fake firms while quietly taking assets out of his own name and transferring them to the companies. The Journal-Sentinel says that a lawyer has demanded that Mr. Brunner return the properties to his name when he declared bankruptcy. Todd Brunner bought foreclosed properties throughout southeastern Wisconsin, turning them into rental units. Todd A. Brunner and Sharon Y. Brunner filed for Chapter 11 protection (Bankr. E.D. Wis. Case No. 11-29064) on June 5, 2011, facing nearly $20 million in debt. This is Mr. Brunner's second Chapter 11 filing. Bankruptcy Judge James Shapiro threw out on April 2, 2012, Mr. Brunner's bankruptcy filing because he failed to disclose all of his assets and repeatedly blamed others for the collapse of his empire. TOMS SHOES: Moody's Assigns B2 CFR & Rates $300M Term Loan B2 ------------------------------------------------------------- Moody's Investors Service assigned a B2 Corporate Family Rating and B2-PD Probability of Default Rating to TOMS Shoes, LLC. A B2 rating was also assigned to the company's proposed $300 million senior secured term loan due 2020. The rating outlook is stable. This is the first-time Moody's has assigned a rating to TOMS. The assigned ratings are subject to review of final documentation. TOMS is a designer, retailer and wholesaler of footwear. The company was founded by Mr. Blake Mycoskie in 2006. TOMS' commitment to donating one free pair of shoes for each pair sold is a cornerstone of its business strategy. Revenue for the latest 12-month period ended June 30, 2014 was about $407 million. Proceeds from the $300 million term loan along with balance sheet cash and $169 million of new cash equity from Bain Capital ("Bain"), a well-known private equity sponsor, will be used by Bain to finance its purchase of 50% of TOMS from Mr. Mycoskie, refinance TOMS' existing debt, and pay a cash dividend to Mr. Mycoskie. For its cash equity contribution, Bain will receive voting control of TOMS. New ratings assigned: Corporate Family Rating -- B2 Probability of Default Rating -- B2-PD $300 million proposed senior secured first lien term loan due 2020 -- B2 (LGD3) Stable rating outlook Ratings Rationale The B2 Corporate Family Rating reflects TOMS' very narrow product offering and small size in terms of revenue. One product, the Alpargata shoe, accounts for about 72% of the company's total revenue and has experienced a steady decline in revenue and earnings over the past 18 months. Other concerns include the inherent risks of being owned and operated by a private equity sponsor, specifically as it relates to financial policy, and the lack of protection in the debt documents as currently proposed related to the company's leverage and ability to make restricted payments. Positive rating consideration is given to TOMS' operating results to date, which Moody's believes is largely a result of the company's successful philanthropic-based "one-for-one" shoe giveaway commitment originated by its founder. Despite the revenue and earnings decline of its primary product, the company has grown rapidly since 2006 and has achieved a relatively high EBITDA margin that is in line with other premium apparel brands. Moody's expects these high margins coupled with minimal capital expenditure requirements and access to a $60 million un-rated borrowing base credit facility, to continue to support TOMS' positive free cash flow profile and enable the company to manage to leverage and coverage levels that Moody's feels are appropriate at the B2 level given TOMS' small size and significant reliance on a single product. Moody's expects TOMS' debt/EBITDA will remain at/near the 4.5 times pro forma level and EBITA/interest will remain at/above the 3.5 times pro forma level. The B2 rating assigned to the $300 million term loan reflects the fact that although it is junior to the TOMS' $60 million borrowing base credit facility, it will account for a significant majority of the company's pro forma debt capital structure. The term loan will have first lien on substantially all of the company's tangible and intangible assets except for the collateral supporting the borrowing base credit facility, in which the term loan will have second lien interest. The stable outlook is supported by Moody's view that consumers will continue to demonstrate a willingness to purchase and pay a premium for products offered by companies with a socially responsible ideology. The stable outlook also reflects Moody's expectation that TOMS' revenue and earnings will benefit from new product introductions, broader marketing efforts, expansion of its retail store base and international wholesale distribution. Ratings could be lowered if it appears that TOMS' is unable to profitably diversify its product offering and/or its core product and philanthropic "one-for-one" shoe giveaway commitment is no longer resonating strongly with consumers. In addition, a deterioration in liquidity for any reason could also have a negative impact on ratings, as could the payment of any material cash dividends. Although ratings improvement is limited at this time, a higher rating is possible if TOMS' achieves substantially greater product diversity and a significantly higher degree of revenue and earnings stability. A higher rating would also require the ability and willingness to achieve and maintain stronger debt-protection metrics than similarly rated peers, including lease-adjusted debt/EBITDA below 3.5 times. The principal methodology used in this rating was Global Apparel Companies published in May 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. TRAVELPORT WORLDWIDE: Morgan Stanley Stake at 7.6% as of Oct. 8 --------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Morgan Stanley disclosed that as of Oct. 8, 2014, it beneficially owned 9,111,151 shares of common stock of Travelport Worldwide Ltd. representing 7.6 percent of the shares outstanding. A copy of the regulatory filing is available at: http://is.gd/CCH51H About Travelport Worldwide Travelport Worldwide Limited is a travel commerce platform providing distribution, technology, payment and other solutions for the global travel and tourism industry. As of June 30, 2014, the Company had $3.01 billion in total assets, $4.08 billion in total liabilities and a $1.07 billion total deficit. The Company reported a net loss of $203 million in 2013 following a net loss of $292 million in 2012. * * * As reported by the TCR on Sept. 8, 2014, Standard & Poor's Ratings Services raised to 'B-' from 'CCC+' its long-term corporate credit ratings on U.K.-based travel services provider Travelport Worldwide Limited and its new wholly owned financing entity, Travelport Finance (Luxembourg) S.a.r.l. (Travelport Finance). The outlook is stable. TRUMP ENTERTAINMENT: Judge Voids Union Contract With Taj Mahal -------------------------------------------------------------- Peg Brickley, writing for The Wall Street Journal, reported that U.S. Bankruptcy Judge Kevin Gross in Wilmington, Del., said he would grant Trump Entertainment Resort Inc.?s request to terminate its contract with the union representing more than 1,100 casino workers at the Trump Taj Mahal. According to the report, Judge Gross sided with the troubled casino owner and against Unite Here Local 54 in a fight over whether the company could survive bankruptcy without forcing $14.6 million worth of concessions on the union. 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 shutter its casinos. 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, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. 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. TRUMP ENTERTAINMENT: NJ Lawmaker Accuses Icahn Of Stifling Rescue ----------------------------------------------------------------- Law360 reported that New Jersey Senate President Stephen Sweeney, D-Gloucester, railed against billionaire investor Carl Icahn, the primary debt holder for Atlantic City's bankrupt Trump Taj Mahal, saying Icahn's attempts at slashing workers' benefits should disqualify him from tax breaks Icahn has sought to rescue the properties. According to the report, the lawmaker backed union Unite Here Local 54 in its protest of Icahn's plan to reanimate the Trump Taj Mahal with a $100 million cash injection, which Icahn has considered offering provided the deal comes with tax breaks or concessions from unions. 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 shutter its casinos. 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, 2014, and, absent union concessions, the Trump Plaza Hotel and Casino by Nov. 13, 2104. 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. VERTELLUS SPECIALTIES: Moody's Affirms B3 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service affirmed Vertellus Specialties Inc.'s corporate family rating (CFR) at B3 following modifications to its proposed debt refinancing. Moody's affirmed the B3 rating on its new $455 million senior secured first lien term loan due 2019, despite the increase in leverage and an expected increase in interest costs. Proceeds from the debt will be used to refinance the existing $345 million senior notes and to help fund the acquisition of a UK based fine and specialty chemicals producer. Vertellus' existing $100 million ABL will be extended to 2019. Ratings on the existing $345 million senior notes due 2015 will be withdrawn upon funding of the new debt. The outlook is negative. "The closure of the Antwerp plant and the Chinese tariff on imports of pyridine derivatives have improved the company's credit profile, but the high cost of the new term loan will limit free cash flow generation and slow deleveraging," said Lori Harris, the analyst covering Vertellus at Moody's. Ratings Rationale Vertellus' B3 CFR reflects its elevated leverage, high interest expense, relatively small size, exposure to historically volatile raw materials costs, competitive pressure in several markets, limited visibility on new capacity additions in Asia, and spending on legal / environmental settlements. Vertellus future financial performance will benefit from the imposition of Chinese tariffs on pyridine and its derivatives; the UK acquisition's incremental EBITDA, product diversity and synergies (transaction is roughly leverage neutral), as well as the Antwerp plant closure. However the higher interest cost of the new debt will restrict its ability to delever. Pro forma for the refinancing and acquisition leverage increases to 6.8x, using expected LTM September 30, 2014 financials and not including acquisition synergies (pro forma metrics using June 30, 2014 LTM financials would result in 6.3x leverage). Earnings in the September 30, 2014 LTM period are expected to be negatively impacted by weaker third quarter 2014 results due to lower than expected volumes as a result of extended customer outages(Chinese parquet producers), reduced production volumes in the first quarter 2014 due to the cold weather, and the fourth quarter 2013 which did not fully benefit from the Chinese tariffs. Benefiting the company are its position as a diversified business of niche chemistries, as well as leading market positions in pyridines and vitamin B3. Vertellus' completion of a majority of its planned growth spending has improved free cash flow potential. The protective 5 year anti-dumping tariff on pyridine imports into China, which started in November 2013, and a better raw materials pricing environment have also helped margins recently. Vertellus' decision to idle its high cost Antwerp facility will generate meaningful savings, but restructuring costs will partially offset the benefit of these recent actions. Moody's anticipates favorable operating results from improved volumes, reduced capex, a benign raw materials environment, as well as the avoidance of operational problems similar to those that adversely impacted first quarter 2014. Vertellus' private equity sponsor, Wind Point Partners is also contributing some incremental equity to the transaction in order to support debt reduction. Moody's expects that the company's proposed capital structure will increase interest expense by at least $8 million per year; part of the increase is due to the incremental debt to fund the UK acquisition, which contributes EBITDA, and to pay down some revolver borrowings. While the term loan will contain a 75% cash flow sweep (with step-downs), the high interest burden will limit meaningful deleveraging. The term loan agreement will have a maximum total leverage covenant, as well as customary mandatory prepayment provisions. Vertellus' proposed $455 million first lien term loan has a 5 year maturity. There is a $165 million incremental facility which, if drawn, will be used for permitted acquisitions and has a leverage test (after 6 months the incremental facility size is reduced to $50 million). The new term loan contains a maximum total leverage covenant and is subject to mandatory prepayments including a 75% excess cash flow sweep with step-downs. (All ratios include Moody's Standard adjustments which add $21 million for Pension obligations and $31 million for the capitalization of operating leases, these adjustments also favorably impact EBITDA by $2 million and $5 million respectively.) Ratings Affirmed: Vertellus Specialties Inc. Corporate Family Rating -- B3 Probability of Default Rating -- B3-PD $455 million Senior Secured First Lien Term Loan due 2019 -- to B3 LGD4 from B3 LGD3 $100 million Asset Based Revolving Credit Facilities due 2015 -- at Ba3 LGD1 Ratings Withdrawn: Vertellus Specialties Inc. $85 million Senior Secured Second Lien Term Loan due 2022 -- Caa2 LGD5 Ratings Unchanged: $345 million Senior Secured Notes due October 1, 2015 -- Caa1 LGD4 * Outlook - Negative * Rating to be withdrawn upon completion of the refinancing. The negative outlook reflects Vertellus' increased interest expenses following the debt refinancing and its inability to consistently generate higher profitability since the implementation of the Chinese tariffs. The combination of these two factors may meaningfully limit its ability to delever. Additionally, the outlook reflects the risks to integrating the UK acquisition as well as the possibility of incremental debt for acquisitions. While an upgrade is unlikely over the near-term, if Vertellus reduces debt and decreases leverage sustainably below 6x, Moody's would consider moving the outlook to stable. Conversely, if Vertellus' available liquidity (cash and revolver availability) were to drop below $30 million or leverage were to sustainably exceed 7x, or free cash flow is consistently negative, the rating could be lowered. The company's adequate liquidity is supported mainly by its $100 million ABL revolver which is being amended and extended to mature in 2019. The 5 year ABL revolver is regularly used to fund working capital and capex and could be used to support acquisitions. Moody's expects $66 million in availability under the ABL facility following the refinancing and funding of the UK acquisition on a borrowing base near $90 million; following the proposed refinancing $23.9 million will be drawn under the revolver. The transfer from ABL usage to permanent debt under the term loan improves Vertellus' available liquidity under the revolver. Modest cash balances of less than $10 million also support liquidity. The ABL facility is secured on a first priority basis by accounts receivable and inventory and on a second priority basis by property, plant, and equipment. Moody's expects that Vertellus will not exceed the ABL revolver's 85% borrowing level during 2014 or 2015. If the 85% borrowing level is exceeded, and if the company does not maintain an average fixed charge coverage ratio of more than 1.10 to 1.0 (over the prior 4 quarters), an event of default would occur. The Fixed Charge Coverage Ratio is a ratio of adjusted EBITDA less unfunded capital expenditures to the total of interest payments plus cash taxes and management fees per GAAP. Moody's expects Vertellus to easily comply with covenants through 2015. Moody's expects Vertellus to keep capex below $27 million annually, which incorporates some growth capital expenditures through 2015, as well as the capex to support the acquired UK business, but is much lower than the capex spent in 2011 and 2012 on the Indianapolis expansions. Vertellus Specialties Inc., a private company controlled by private equity firm Wind Point Partners, is a leading global manufacturer of pyridine and picoline derivative chemicals and producer of renewable chemistries for plastics and coatings, high performance additives for medical and plastics applications, and complex intermediates for pharmaceutical and agriculture customers. Vertellus offers a broad array of products to a diverse range of customers in seven target markets: agricultural, nutrition, personal care, industrial specialties, polymers and plastics, pharmaceutical and medical, and coatings, adhesives, sealants and elastomers. Headquartered in Indianapolis, Indiana, the company has operating facilities in the U.S., the United Kingdom, Belgium, India and China. Revenues for the last twelve months ended June 30, 2014 were $599 million. The principal methodology used in this rating was Global Chemcial 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. W.R. GRACE: Bilzin Sumberg Gets $300,000 More Fees -------------------------------------------------- Law360 reported that Bilzin Sumberg Baena Price & Axelrod LLP and reorganized debtor W.R. Grace & Co. reached a deal that will see W.R. Grace pay the law firm an additional $300,000 in fees for litigating avoidance actions on behalf of the chemical giant during its asbestos-laden bankruptcy. According to the report, the agreement, worked out during a hearing in Delaware bankruptcy court, resolved Grace's opposition to the $875,000 fee enhancement Bilzin Sumberg had sought as extra compensation for its work in pursuing fraudulent transfer claims that eventually brought in more than $1 billion for the estate's asbestos trusts. U.S. Bankruptcy Judge Kevin J. Carey encouraged the parties to discuss a consensual outcome and blessed the result of those talks when they returned to court following an hourlong break, the report related. About W.R. Grace Headquartered in Columbia, Maryland, W.R. Grace & Co. (NYSE:GRA) -- http://www.grace.com/-- supplies catalysts and silica products, especially construction chemicals and building materials, and container products globally. Grace employs approximately 6,500 people in over 40 countries and had 2012 net sales of $3.2 billion. The company and its debtor-affiliates filed for chapter 11 protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139). The Debtors are represented by Adam Paul, Esq., and John Donley, P.C., Esq., at Kirkland & Ellis LLP, in Chicago, Illinois; Roger Higgins, Esq., at The Law Offices of Roger Higgins, in Chicago, Illinois; and Laura Davis Jones, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones, LLP, in Wilmington, Delaware. The Debtors hired Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP is the Debtors' accountant. Stroock & Stroock & Lavan, LLP, and Duane Morris, LLP, represent the Official Committee of Unsecured Creditors. The Creditors Committee tapped Capstone Corporate Recovery LLC for financial advice. Roger Frankel serves as legal representative for victims of asbestos exposure who may file claims against W.R. Grace. Mr. Frankel, a partner at Orrick Herrington & Sutcliffe LLP, replaces David Austern, who was appointed to that role in 2004. Mr. Frankel has served as legal counsel for Mr. Austern who passed away in May 2013. The FCR is represented by Orrick Herrington & Sutcliffe LLP as counsel; Phillips Goldman & Spence, P.A., as Delaware co-counsel; and Lincoln Partners Advisors LLC as financial adviser. Herrington & Sutcliffe LLP and Phillips Goldman & Spence, PA. Elihu Inselbuch, Esq., at Caplin & Drysdale, Chartered, and Marla R. Eskin, Esq., at Campbell & Levine, LLC, represent the Official Committee of Asbestos Personal Injury Claimants. The Asbestos Committee of Property Damage Claimants tapped Scott Baena, Esq., and Jay M. Sakalo, Esq., at Bilzin Sumberg Baena Price & Axelrod, LLP, to represent it. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel, LLP, represents the Official Committee of Equity Security Holders. W.R. Grace obtained confirmation of a plan co-proposed with the Official Committee of Asbestos Personal Injury Claimants, the Official Committee of Equity Security Holders, and the Asbestos Future Claimants Representative. The Chapter 11 plan is built around an April 2008 settlement for all present and future asbestos personal injury claims, and a subsequent settlement for asbestos property damage claims. District Judge Ronald Buckwalter on Jan. 31, 2012, entered an order affirming the bankruptcy court's confirmation of the Plan. Bankruptcy Judge Judith Fitzgerald had approved the Plan on Jan. 31, 2011. W.R. Grace defeated four appeals from approval of the Plan. A fifth appeal was by secured bank lenders claiming the right to $185 million of interest at the contractual default rate. Pursuant to a settlement announced in December 2013, lenders are to receive $129 million in settlement of the claim for additional interest. * Banks Agree To End 'Too-Big-To-Fail' Swaps Provision ------------------------------------------------------ Law360 reported that Goldman Sachs Group Inc., Bank of America Corp. and 16 other global banks have agreed to new limits on their rights as counterparties in cross-border swaps transactions, a move the International Swaps and Derivatives Association said may help end the notion that some banks are "too big to fail." According to the report, under the new protocol, banks will amend their bilateral swap agreements with one another to create a stay of any early termination rights in the event a counterparty fails, the ISDA said. These rights, which allow banks to foreclose on collateral or demand payments, have been a major concern to regulators since the financial crisis, as the failure of one bank could trigger a series of contractual demands that could destabilize markets or make the resolution of the failed bank more difficult, the report related. * California Legislature Could Close Door to Chapter 9 ------------------------------------------------------ Tonya Chin, writing for The Bond Buyer, reported that Bill Lockyer, treasurer for the state of California, predicted that if pension obligations are impaired in the Stockton, Calif. bankruptcy case, state lawmakers could respond by closing the door to bankruptcy for California municipalities. "If it looks like bankruptcy judges in California are going to be activists in this domain, I wouldn't be very surprised to see a coalition of teachers, nurses, firefighters, law enforcement people, district attorneys -- and the list goes on -- all lobby to the legislature to change the rules so that no municipality can bring a bankruptcy action in a Chapter 9 proceeding," the report cited Mr. Lockyer as saying. * Too-Big-to-Fail Banks Face Up to $870 Billion Capital Gap ----------------------------------------------------------- John Glover and Jim Brunsden, writing for Bloomberg News, reported that too big to fail is likely to prove a costly epithet for the world's biggest banks as regulators demand they increase holdings of debt securities to cover losses should they collapse. According to the report, the shortfall facing lenders from JPMorgan Chase & Co. to HSBC Holdings Plc could be as much as $870 billion, according to estimates from AllianceBernstein Ltd., or as little as $237 billion forecast by Barclays Plc. * Blackstone to Spin Off Financial Advisory Business ---------------------------------------------------- Blackstone (NYSE:BX) on Oct. 10, 2014, announced that its Board of Directors has approved a plan to spin off its financial and strategic advisory services, restructuring and reorganization advisory services, and its Park Hill fund placement businesses and combine these businesses with PJT Partners, an independent financial advisory firm founded by Paul J. Taubman. The parties expect the transaction to close in 2015. The new entity will be an independent, publicly traded company, which will be led by Mr. Taubman, 53, as Chairman and Chief Executive Officer. Prior to founding PJT Partners, Mr. Taubman spent 30 years at Morgan Stanley where he served as Co-President of the Institutional Securities Group. Prior to becoming Co- President, he was the Head of Global Investment Banking and Head of its Global Mergers and Acquisitions Department. Since leaving Morgan Stanley, Mr. Taubman, acting independently, has advised corporate clients on some of the largest M&A transactions in recent years and began building an elite team of senior bankers to form PJT Partners. Upon completion of the spin-off, Blackstone's current unitholders will initially own approximately 65% of the new entity. Blackstone's advisory employees will roll their Blackstone units into the new company and, combined with Mr. Taubman and his partners, will initially own approximately 35% of the company. Mr. Taubman will serve as Chairman of the Board of Directors of the new company, which will also include four independent directors. Stephen A. Schwarzman, Blackstone's Chairman, CEO and Co-Founder, commenting on the announcement, said, "Blackstone began as an advisory firm nearly 30 years ago. The decision to spin off these businesses is possible because of our success in growing them over the past 30 years. As the largest alternative asset manager in the world, and with our investing areas considerably broader and larger than even a few years ago, we have not been free to aggressively grow our advisory businesses further out of concern for potential conflicts. The separation of our investing and advisory areas will create new growth opportunities for both businesses." Mr. Schwarzman continued, "Paul is one of the preeminent investment bankers in the world. He has had an impressive career over three decades as a strategic advisor to Fortune 500 corporations and as a senior Wall Street executive at one of the most respected financial institutions. With this experience, along with his recent success founding and growing an independent financial advisory business and his proven ability to attract top talent to his new firm, I am confident that Paul will help create the best advisory business on the Street. And, while we will truly miss the daily interaction with our advisory colleagues, we look forward to working with them as clients in the future." Added Mr. Taubman, "This is a unique opportunity to combine the legacy, scale and scope of a well-established business while capturing the entrepreneurial energy of a new firm to better serve clients. Further, by eliminating the potential conflicts that existed as part of the world's largest alternative asset manager, these three businesses will now be positioned for significant growth. The new enterprise will include the leading restructuring franchise on the Street, a market-leading fund placement business and a strategically important advisory practice. By combining resources, we have an opportunity to establish a new leader in the advisory space and the premier destination for talent." Blackstone's advisory business has a demonstrated record of excellence and performance over a nearly 30-year period, including a #1 ranking in both global announced and completed restructuring transactions. The new company will be well-positioned to capitalize on favorable industry trends, better serve its clients and enhance its growth prospects by operating independently. In addition, Blackstone and its portfolio companies will be free to hire the new company and benefit from its world-class expertise. Excluding capital markets revenues attributable to Blackstone's Financial Advisory segment that will not be part of the transaction, Blackstone's advisory businesses generated approximately $380 million of revenue for the twelve months ending June 30, 2014. The transaction is intended to be tax-free to Blackstone and Blackstone's unitholders. The completion of the transaction is subject to the satisfaction or waiver of certain customary closing conditions, including the effectiveness of a registration statement with the U.S. Securities and Exchange Commission, the receipt by Blackstone of an opinion from its tax counsel as to the tax-free nature of the transaction and certain regulatory approvals. The transaction will not be subject to a vote of Blackstone's common unitholders. There can be no assurance that the transaction will ultimately be consummated, or, as to its timing in the event the transaction is consummated. Simpson Thacher & Bartlett LLP is acting as legal counsel to Blackstone in this transaction. Weil, Gotshal & Manges LLP is acting as legal counsel to PJT Partners. About Blackstone Blackstone is one of the world's leading investment firms. We seek to create positive economic impact and long-term value for our investors, the companies we invest in, and the communities in which we work. We do this by using extraordinary people and flexible capital to help companies solve problems. Our asset management businesses, with almost $300 billion in assets under management, include investment vehicles focused on private equity, real estate, public debt and equity, non-investment grade credit, real assets and secondary funds, all on a global basis. Blackstone also provides various financial advisory services, including financial and strategic advisory, restructuring and reorganization advisory and fund placement services. Further information is available at www.blackstone.com. Follow Blackstone on Twitter @Blackstone. About PJT Partners PJT Partners is a next generation financial advisory firm. Our team of elite practitioners provides expertise and innovative advice to clients across industries on transformative strategic events including mergers, acquisitions, divestitures, and corporate reorganizations as well as defense, capital structure and capital-raising. Investor and Media Relations Contacts: Joan Solotar Weston Tucker Peter Rose BLACKSTONE Email: solotar@blackstone.com tucker@blackstone.com rose@blackstone.com For PJT Partners: Steve Frankel/Jonathan Keehner Joele Frank Wilkinson Brimmer Katcher Tel: +1 (212) 355-4449 * BOND PRICING -- For Week From October 13 - 17, 2014 ----------------------------------------------------- Company Ticker Coupon Bid Price Maturity Date ------- ------ ------ --------- ------------- Alion Science & Technology Corp ALISCI 10.250 91.967 2/1/2015 Allen Systems Group Inc ALLSYS 10.500 35.000 11/15/2016 Allen Systems Group Inc ALLSYS 10.500 36.500 11/15/2016 Caesars Entertainment Operating Co Inc CZR 10.000 16.250 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 20.170 2/1/2016 Caesars Entertainment Operating Co Inc CZR 12.750 19.579 4/15/2018 Caesars Entertainment Operating Co Inc CZR 6.500 24.000 6/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 24.260 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.000 17.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 24.750 2/1/2016 Caesars Entertainment Operating Co Inc CZR 5.750 10.000 10/1/2017 Caesars Entertainment Operating Co Inc CZR 10.750 12.625 2/1/2018 Caesars Entertainment Operating Co Inc CZR 10.000 16.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 19.000 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.750 24.750 2/1/2016 Caesars Entertainment Operating Co Inc CZR 10.000 16.125 12/15/2018 Caesars Entertainment Operating Co Inc CZR 10.000 19.000 12/15/2018 Dendreon Corp DNDN 2.875 64.000 1/15/2016 Endeavour International Corp END 12.000 20.000 6/1/2018 Endeavour International Corp END 5.500 4.750 7/15/2016 Energy Conversion Devices Inc ENER 3.000 7.875 6/15/2013 Energy Future Holdings Corp TXU 5.550 83.705 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 4.236 8/15/2017 Exide Technologies XIDE 8.625 26.000 2/1/2018 Exide Technologies XIDE 8.625 15.875 2/1/2018 Exide Technologies XIDE 8.625 15.875 2/1/2018 FairPoint Communications Inc/Old FRP 13.125 1.000 4/2/2018 GT Advanced Technologies Inc GTAT 3.000 20.500 10/1/2017 Global Geophysical Services Inc GGS 10.500 11.000 5/1/2017 Global Geophysical Services Inc GGS 10.500 10.250 5/1/2017 Gymboree Corp/The GYMB 9.125 29.250 12/1/2018 Humana Inc HUM 6.450 108.855 6/1/2016 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 3.125 0.213 3/15/2018 James River Coal Co JRCC 10.000 4.963 6/1/2018 Las Vegas Monorail Co LASVMC 5.500 3.000 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 Molycorp Inc MCP 6.000 33.830 9/1/2017 Molycorp Inc MCP 3.250 49.875 6/15/2016 Molycorp Inc MCP 5.500 37.000 2/1/2018 Motors Liquidation Co MTLQQ 7.200 11.250 1/15/2011 Motors Liquidation Co MTLQQ 7.375 11.250 5/23/2048 Motors Liquidation Co MTLQQ 6.750 11.250 5/1/2028 NII Capital Corp NIHD 10.000 27.500 8/15/2016 NII Capital Corp NIHD 7.625 18.200 4/1/2021 NII Capital Corp NIHD 8.875 24.377 12/15/2019 Nuveen Investments Inc JNC 9.500 116.000 10/15/2020 Nuveen Investments Inc JNC 9.500 116.313 10/15/2020 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 2.750 0.125 7/15/2041 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 1.875 0.125 11/15/2024 Powerwave Technologies Inc PWAV 3.875 0.125 10/1/2027 Quicksilver Resources Inc KWK 7.125 22.220 4/1/2016 Saratoga Resources Inc SARA 12.500 81.500 7/1/2016 THQ Inc THQI 5.000 12.125 8/15/2014 TMST Inc THMR 8.000 12.000 5/15/2013 TeleCommunication Systems Inc TSYS 4.500 99.700 11/1/2014 Terrestar Networks Inc TSTR 6.500 10.000 6/15/2014 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 10.375 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 25.000 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.250 10.375 11/1/2015 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 15.000 22.500 4/1/2021 Texas Competitive Electric Holdings Co LLC / TCEH Finance Inc TXU 10.500 10.150 11/1/2016 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 10.500 10.125 11/1/2016 Toys R Us - Delaware Inc TOY 7.375 101.000 9/1/2016 Toys R Us - Delaware Inc TOY 7.375 100.000 9/1/2016 Tunica-Biloxi Gaming Authority PAGON 9.000 59.375 11/15/2015 US Foods Inc USFOOD 8.500 104.875 6/30/2019 Verso Paper Holdings LLC / Verso Paper Inc VRS 11.375 61.975 8/1/2016 Walter Energy Inc WLT 8.500 30.000 4/15/2021 Walter Energy Inc WLT 9.875 33.250 12/15/2020 Walter Energy Inc WLT 9.875 33.250 12/15/2020 Western Express Inc WSTEXP 12.500 89.125 4/15/2015 Western Express Inc WSTEXP 12.500 88.500 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 202-362-8552. *** End of Transmission ***