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/raid1/www/Hosts/bankrupt/TCR_Public/141120.mbx T R O U B L E D C O M P A N Y R E P O R T E R Thursday, November 20, 2014, Vol. 18, No. 323 Headlines ACTIVECARE INC: Amends Fin'l Reports to Correct Accounting Errors ADAMIS PHARMACEUTICALS: Stockholders Elected 5 Directors AEMETIS INC: Posts $464,000 Net Income in Third Quarter ALCO STORES: Court Fixes Feb. 19 Next Year as Claims Bar Date AMERICAN NATURAL: Incurs $8 Million Net Loss in Third Quarter AMERICAN SEAFOODS: Moody's Lowers Corporate Family Rating to Caa2 ANTARAMIAN PROPERTIES: Manager Files Plan, May End Legal Feud APPLIED MINERALS: David Taft Reports 27% Stake as of Nov. 4 ARCAPITA BANK: Investors' Suit Over $3.4-Mil. in Funds Dismissed ARES CAPITAL: Moody's Affirms Ba1 CFR & Senior Unsecured Rating ARKANOVA ENERGY: CEO to Get $240,000 Annual Salary B & D ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors BANK OF THE CAROLINAS: Posts $10.7 Million Net Income in Q3 BEAZER HOMES: Posts $59.8 Million Net Income in Fourth Quarter BERNARD L MADOFF: Court OKs SIPA Trustee, Blumenfeld Settlement BERNARD L MADOFF: Herald Enter Into Settlement Deal with Trustee BERNARD L MADOFF: Dec. 17 Hearing Set for BLMIS Settlement Motion BERNARD L MADOFF: Trustee Seeks Court Nod on Senator Settlement BLACK & WHITE LAB: Case Summary & 20 Largest Unsecured Creditors BOUTIN'S: Files for Chapter 11 Bankruptcy Protection BROADWAY FINANCIAL: Files Form 10-Q, Posts $765K Net Income in Q3 BUDD COMPANY: Exclusive Right to File Plan Extended to March 31 CAESARS ENTERTAINMENT: Names Eric Hession Chief Financial Officer CENTRAL FEDERAL: Reports $286,000 Net Income for Third Quarter CHINA CERAMICS: Receives Nasdaq Listing Non-Compliance Notice CHINA PRECISION: Delays Form 10-Q for Third Quarter COLT DEFENSE: S&P Raises CCR to 'CCC' & Removes From Watch Neg. COMMUNITY FIRST: Regulator Terminates Written Agreement COMMUNITYONE BANCORP: Rights Plan Expired on November 10 CRS HOLDINGS: Ch. 11 Trustee Can Hire Johnson Pope as Counsel CRUZ-A-LONG ENTERPRISES: Case Summary & 8 Top Unsec. Creditors CTI BIOPHARMA: Completes Offering of 35,000 Preferred Shares DELTA AIR: Moody's Assigns Ba3 Corporate Family Rating DELTATHREE INC: Incurs $541,000 Net Loss in Third Quarter DETROIT, MI: Disciplinary Proceedings Not Subject to Bankr. Stay ECHO THERAPEUTICS: Posts Net Loss of $5.5-Mil. in 3rd Quarter ELEPHANT TALK: Reports $2.4 Million Net Loss for Third Quarter EMPIRE RESORTS: Stockholders Elected 6 Directors ENTRANS INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating EPWORTH VILLA: Court Sets Jan. 30, 2015 as Claims Bar Date EQUINIX INC: Moody's Affirms Ba3 CFR & Rates $1BB Sr. Notes B1 EXTERRAN PARTNERS: Moody's Affirms Ba3 Corporate Family Rating FINJAN HOLDINGS: Appoints Chief Financial Officer FIRST DATA: Incurs $234.6 Million Net Loss in Third Quarter FLYING W SNOWMASS: Files for Ch 11 to Ward Off Foreclosure Sale FOREST OIL: Reaches Settlement in Consolidated New York Suit FOREST OIL: To Sell Arkoma Natural Gas Properties for $185-Mil. FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18 GEOMET INC: Incurs $2 Million Net Loss in Third Quarter GMG CAPITAL: US Trustee Has Issues With Plan Releases GREAT WOLF: Moody's Changes Rating on $630MM Loans to B3 GREEN BRICK: Reports 2014 Third Quarter Results for JBGL HAAS ENVIRONMENTAL: UST Balks at Disclosure Statement HCSB FINANCIAL: Incurs $1 Million Net Loss in Third Quarter HD SUPPLY: Files Copy of Investor Presentation With SEC HDGM ADVISORY: Wants More Plan Exclusivity After Examiner Named HDGM ADVISORY: Amends Liquidating Plan, Files Disclosures HDOS ENTERPRISES: Plan Declared Effective, Wants Case Closed HERCULES OFFSHORE: Promotes Troy Carson to SVP and CFO HILLCREST LODGE: Case Summary & 10 Largest Unsecured Creditors HOLDER HOSPITALITY: Closes Sharkey's Casino in Nevada HORIZON LINES: To be Acquired by Matson for $0.72 Per Share HORIZON LINES: Expects to Incur $90MM-$100MM Restructuring Charge HORIZON LINES: Matson Inc. Has 55% Stake as of Nov. 11 HUNTINGTON INGALLS: Moody's Hikes Corporate Family Rating to Ba1 IBAHN CORP: Has Until Jan. 31, 2015 to Remove Actions IMAGENETIX INC: Reports $130,000 Income for Sept. 17-30 IMH FINANCIAL: Employment Agreement with CFO Okayed INT'L FOREIGN EXCHANGE: Files Proposed Liquidating Plan INTERNATIONAL FOREIGN: Wants Plan Exclusivity Moved to Feb. 8 ISTAR FINANCIAL: Morgan Stanley Reports 5.1% Stake as of Oct. 31 ITR CONCESSION: Bankruptcy Not Due to PPP Structure, Fitch Says JEFFERSON COUNTY, AL: Fitch Affirms BB+ Rating on $395MM Warrants JOHN D. OIL: US Trustee Names Guy Fustine as Chapter 11 Trustee KINDRED HEALTHCARE: Equity Offering No Impact on Moody's B1 CFR LAGRANGE VENTURES: Case Summary & Unsecured Creditor LARCAN INC: Meeting of Creditors Set for Nov. 24 in Toronto LATEX FOAM: Gets Approval to Implement Employee Retention Program LDK SOLAR: Hong Kong Court Sanctions Schemes of Arrangement LEAR CORP: Moody's Ups Corp. Family Rating to Ba1, Outlook Stable LEAR CORP: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba2' LEAR CORP: S&P Assigns 'BB' Rating to $650MM Sr. Unsecured Notes LENNAR CORP: Fitch Rates $350MM Senior Notes Due 2019 'BB+' LENNAR CORP: Moody's Rates New $350MM Sr. Unsecured Notes Ba3 LENNAR CORP: S&P Rates Proposed $350MM Senior Notes Due 2019 'BB' LEVEL 3 COMMUNICATIONS: Moody's Rates New $600MM Sr. Notes Caa1 LEVEL 3: Temasek Holdings Has 16.5% Stake as of Nov. 10 LIBERTY TOWERS: Seeks Extension of Schedules Filing LIQUIDMETAL TECHNOLOGIES: Incurs $1 Million Net Loss in Q3 LOFINO PROPERTIES: Second Amended Chapter 11 Plan Now Effective MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter MARKWEST ENERGY: S&P Rates $500MM Sr. Unsecured Notes Offering BB MERITOR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable MERRIMACK PHARMACEUTICALS: Director James Dresser Resigns MICROCOAL INC: Parent Withdraws Bankruptcy Reorganization MINT LEASING: Delays Form 10-Q Filing for Review MISSISSIPPI PHOSPHATES: Can File Schedules Until Dec. 10 MOBILE MINI: Moody's Affirms B1 Corporate Family Rating MOOG INC: Moody's Assigns Ba2 CFR & Rates $250MM Unsec. Notes Ba2 MOTORS LIQUIDATION: Had $750MM Assets in Liquidation at Sept. 30 MOUNTAIN PROVINCE: Incurs C$966,000 Net Loss in Third Quarter MVB HOLDING: Files Schedules of Assets and Liabilities NET TALK.COM: Incurs $682,000 Net Loss in Third Quarter NORTEL NETWORKS: Judge Approves More Fees for Advisers OAK ROCK: NY Supreme Court Rejects IDB Suit Against EisnerAmper OCEANSIDE MILE: Disclosure Statement Hearing Set for Jan. 13 OM GANESAYA: Voluntary Chapter 11 Case Summary OMNICOMM SYSTEMS: Posts $1.2-Mil. Net Income in Third Quarter OPTIMUMBANK HOLDINGS: Posts $79,000 Net Loss in Third Quarter ORECK CORP: Amended Joint Plan Declared Effective Nov. 10 OUTLAW RIDGE: Gets Exclusive Plan Filing Pd. Extended Thru Dec. 4 OWENS-BROCKWAY GLASS: Moody's Rates Notes Due 2023 & 2025 Ba3 PACKERS HOLDINGS: Moody's Assigns B3 Corporate Family Rating PACKERS HOLDINGS: S&P Assigns 'B' CCR Pending Leonard Green Deal PENSKE AUTOMOTIVE: S&P Rates $300MM Sr. Sub. Notes Due 2024 'B+' PERFORMANT FINANCIAL: S&P Affirms BB- CCR & Alters Outlook to Neg PHOTOMEDEX INC: Reports $14.9 Million Net Loss for Third Quarter PORTER BANCORP: Investor Releases Statement re Quarterly Report PSC INDUSTRIAL: Moody's Assigns B2 Corporate Family Rating PSC INDUSTRIAL: S&P Assigns 'B' CCR & Rates $220MM Loans 'B+' PULSE ELECTRONICS: Incurs $6.4 Million Net Loss in Third Quarter PWK TIMBERLAND: Can Hire Richman Reinauer to Sell Assets QUANTUM FOODS: Committee Taps Cross & Simon as Litigation Counsel QUANTUM FOODS: Cross & Simon Okayed as Panel's Litigation Counsel QUANTUM FUEL: Appoints Mark Arold Vice President of Operations RA HOLDING: Publishes Financials for Qtr. Ended Sept. 30 RADIO SYSTEMS: Revolver Amendment No Impact on Moody's B2 Rating RENTPATH INC: Moody's Rates New $525-Mil. 1st Lien Loans 'Caa1' RENTPATH INC: S&P Affirms 'B' CCR on Providence Equity Sale RESPONSE BIOMEDICAL: Incurs C$1.1-Mil. Net Loss in 3rd Quarter RIVER CITY: Court Approves Sperry Van Ness as Auctioneer ROCKWELL MEDICAL: Reports $3.9 Million Net Loss for 3rd Quarter ROGER BANCSHARES: Bankruptcy-Exit Plan Declared Effective ROSALES MEAT: Case Summary & 13 Largest Unsecured Creditors SAM WYLY: Church Fights Gov't for $20K Claim, Says Panel Needed SAN BERNARDINO, CA: Gets May 30 Deadline to File Bankruptcy Plan SANUWAVE HEALTH: Files Form 10-Q, Warns of Possible Bankruptcy SB PARTNERS: Incurs $196,000 Net Loss in Third Quarter SEARS HOLDINGS: Edward Lampert Reports 48.5% Stake as of Nov. 10 SEARS METHODIST: Court Approves Procedures to Sell Plains Assets SEARS METHODIST: Bid Deadline for Caprock Assets Set for Dec. 15 SIGA TECHNOLOGIES: Section 341(a) Meeting Slated for December 18 SIMPLEXITY LLC: Has Until Dec. 12 to Remove Actions SPANISH BROADCASTING: Incurs $4.6 Million Net Loss in 3rd Quarter SPECIALTY HOSPITAL: Gets Court Approval to Terminate 401K Plan STONE CAST: Wins $452K Judgment Against Prime Contractor SUN BANCORP: Presented at Sandler O'Neill Conference SUNTECH POWER: Wins Ch.15 Recognition; Venue Transfer Bid Tossed SURVEY SAMPLING: S&P Assigns Prelim. 'B' CCR; Outlook Stable TENASKA ALABAMA: Moody's Affirms Ba2 Senior Secured Rating TENASKA OKLAHOMA: Moody's Affirms Ba2 Senior Secured Rating TLC HEALTH: Wants Plan Filing Exclusivity Moved to April 13 TLO LLC: TRADS Sued Interactive, et al., Over Acquired IP Assets TRANS ENERGY: Delays Q3 Form 10-Q, In Waiver Talks With Lenders TRANS-LUX CORP: Reports $407,000 Net Loss for Third Quarter TRANSGENOMIC INC: Files Form 10-Q, Incurs $384K Net Loss in Q3 TRANSGENOMIC INC: Registers 1.1 Million Shares for Resale TUCKER BROTHERS: Court Pegs Property Value & Rejects Plan TURNER GRAIN: Has Interim Approval to Use Cash Collateral UNIVERSAL BIOENERGY: Delays Form 10-Q for Third Quarter UNIVERSITY GENERAL: Michael Griffin Resigns as Director USMART MOBILE: Two Independent Directors Resigned VARIANT HOLDING: Seeks More Time to Assume or Reject Leases VARIANT HOLDING: Beach Point Funds Drop Bid to Appoint Trustee VIGGLE INC: Reports $17.6 Million Net Loss for Sept. 30 Quarter WALTER ENERGY: Plans to Offer $2.5 Billion Worth of Securities WESTMORELAND COAL: Has Tender Offer for $675.4-Mil. Senior Notes WESTMORELAND COAL: Moody's Raises Corp. Family Rating to B3 WESTMORELAND COAL: S&P Raises CCR to 'B' on Refinancing WHITE WAY: Files for Chapter 11 Bankruptcy Protection WILLBROS GROUP: S&P Affirms 'B-' CCR on Successful Loan Amendment ZAYO GROUP: Debt Tender No Impact on Moody's B2 CFR * Oswalt Discusses Arizona Bankruptcy and Cash Allowances * Recent Small-Dollar & Individual Chapter 11 Filings ********* ACTIVECARE INC: Amends Fin'l Reports to Correct Accounting Errors ----------------------------------------------------------------- ActiveCare Inc. filed with the U.S. Securities and Exchange Commission amended financial reports for the: * fiscal year ended Sept. 30, 2013; * quarterly ended Dec. 31, 2013; * quarterly period ended March 31, 2013; and * quarterly period ended June 30, 2014. As reported by the TCR on Oct. 9, 2014, the Audit Committee of the Board of Directors of ActiveCare upon the recommendation of ActiveCare management and after discussions with the Company's independent registered public accounting firm, concluded that the Company's consolidated financial statements for those periods included accounting errors, and should no longer be relied upon. It was determined that the Company's revenue recognition accounting for chronic illness supplies shipped to distributors should be corrected. Specifically, it was determined that it is better practice to defer revenue recognition until the products are shipped to the end users as opposed to the distributors, even though the distributors had taken title to the products and there were no significant rights of return. The Company reported a revised net loss attributable to common stockholders of $27.45 million on $5.90 million of total revenues for the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $25.95 million on $11.39 million of total revenues as originally reported. The Company's revised balance sheet at Sept. 30, 2013, showed $10.30 million in total assets, $12.60 million in total liabilities and a $2.29 million total stockholders' deficit. A full-text copy of the Form 10-K/A is available for free at http://is.gd/tEXeSv For the three months ended Dec. 31, 2013, the Company reported a restated net loss attributable to common stockholders of $5.15 million on $2.35 million of total revenues as compared to a net loss attributable to common stockholders of $5.13 million on $2.42 million of total revenues as previously reported. A full-text copy of the Q1 Form 10-Q is available at http://is.gd/xYHcW8 For the three months ended March 31, 2014, the Company reported a revised net loss attributable to common stockholders of $4.63 million on $1.31 million of total revenues as compared to a net loss attributable to common stockholders of $4.67 million on $1.09 million of total revenues as previously reported. A copy of the Q3 Form 10-Q is available for free at http://is.gd/LZSx0q For the three months ended June 30, 2014, the Company reported a net loss attributable to common stockholders of $3.35 million on $1.74 million of total revenues, compared to a net loss attributable to common stockholders of $3.48 million on $800,174 of total revenues as originally disclosed. As of June 30, 2014, the Company's revised balance sheet showed $6.17 million in total assets, $8.98 million in total liabilities and a $2.81 million total stockholders' deficit. A full-text copy of the Form 10-Q/A is available for free at http://is.gd/WF11Th About ActiveCare South West Valley City, Utah-based ActiveCare, Inc., is organized into three business segments based primarily on the nature of the Company's products. The Stains and Reagents segment is engaged in the business of manufacturing and marketing medical diagnostic stains, solutions and related equipment to hospitals and medical testing labs. The CareServices segment is engaged in the business of developing, distributing and marketing mobile health monitoring and concierge services to distributors and customers. The Chronic Illness Monitoring segment is primarily engaged in the monitoring of diabetic patients on a real time basis. The Company's business plan is to develop and market products for monitoring the health of and providing assistance to mobile and homebound seniors and the chronically ill, including those who may require a personal assistant to check on them during the day to ensure their safety and well being. ActiveCare incurred a net loss attributable to common stockholders of $25.95 million the year ended Sept. 30, 2013, as compared with a net loss attributable to common stockholders of $12.42 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $9.49 million in total assets, $10.96 million in total liabilities and a $1.46 million total stockholders' deficit. Tanner LLC, in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that the Company has incurred recurring losses, has negative cash flows from operating activities, has negative working capital, and has negative total equity. These conditions, among others, raise substantial doubt about its ability to continue as a going concern. ADAMIS PHARMACEUTICALS: Stockholders Elected 5 Directors -------------------------------------------------------- Adamis Pharmaceuticals Corporation held its annual meeting of stockholders on Nov. 6, 2014, at which the Company's stockholders: (1) elected Dennis J. Carlo, Ph.D., Richard C. Williams, Robert B. Rothermel, David J. Marguglio, and William C. Denby, III, to the Board of Directors; (2) approved the amendments to the Company's 2009 Equity Incentive Plan to increase by 1,000,000 shares the number of shares authorized for issuance thereunder, and to make certain other changes to the Plan; (3) approved, on a nonbinding advisory basis, the compensation of the Company's named executive officers; and (4) ratified the selection of Mayer Hoffman McCann PC as independent registered public accounting firm for the year ending March 31, 2015. On Nov. 6, 2014, the Board of Directors of the Company approved a change in the Company's fiscal year end from March 31 to December 31. In accordance with certain rules promulgated under the Securities Exchange Act of 1934, as amended, the Company will file a Transition Report on Form 10-K for the nine-month period ended Dec. 31, 2014, with the Securities and Exchange Commission within the time period prescribed by such rules. Subsequent to the filing of the Transition Report on Form 10-K, the Company's annual reports on Form 10-K will cover the calendar year January 1 to December 31. 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. AEMETIS INC: Posts $464,000 Net Income in Third Quarter ------------------------------------------------------- Aemetis, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $464,000 on $48.34 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $8.28 million on $56.68 million of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income of $10.9 million on $166 million of revenues compared to a net loss of $27.69 million on $123 million of revenues for the same period a year ago. As of Sept. 30, 2014, the Company had $95.1 million in total assets, $94.5 million in total liabilities and $647,000 in total stockholders' equity. Cash and cash equivalents were $5.5 million at Sept. 30, 2014, of which $4 million was held in the Company's Indian subsidiary and $1.5 million was held in the Company's North American entities. "Aemetis continued to generate strong positive cash flow and reduce debt during the third quarter of 2014," stated Eric McAfee, chairman and chief executive officer. "Additionally, we have received $21 million of low-interest (3%) EB-5 funding into escrow, primarily during the third quarter of 2014, which is expected to be applied to debt reduction over the next year." A full-text copy of the Form 10-Q is available for free at: http://is.gd/uNSPbV About Aemetis Cupertino, Calif.-based Aemetis, Inc., is an international renewable fuels and specialty chemical company focused on the production of advanced fuels and chemicals and the acquisition, development and commercialization of innovative technologies that replace traditional petroleum-based products and convert first- generation ethanol and biodiesel plants into advanced biorefineries. Aemetis reported a net loss of $24.43 million on $177.51 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $4.28 million on $189.04 million of revenues in 2012. Bankruptcy Warning The Company said in the Annual Report for the year ended Dec. 31, 2013, "The adoptions of new technologies at our ethanol and biodiesel plants, along with working capital, are financed in part through debt facilities. We may need to seek additional financing to continue or grow our operations. However, generally unfavourable credit market conditions may make it difficult to obtain necessary capital or additional debt financing on commercially viable terms or at all. If we are unable to pay our debt we may be forced to delay or cancel capital expenditures, sell assets, restructure our indebtedness, seek additional financing, or file for bankruptcy protection." ALCO STORES: Court Fixes Feb. 19 Next Year as Claims Bar Date ------------------------------------------------------------- The U.S. Bankruptcy Court in Northern District of Texas has established Feb. 19, 2015, as the deadline for all persons and entities holding or asserting a claim against ALCO Stores, Inc. and its debtor affiliates. 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, and Prime Clerk LLC as claims and noticing agent. Michael Moore has been named consultant to the Debtors. As of July 2014, ALCO Stores had assets totaling $222 million and liabilities totaling $162 million. The bulk of the liabilities was total debt outstanding under a credit facility with Wells Fargo Bank, National Association, of which the aggregate outstanding was $104.2 million as of the Petition Date. The U.S. Trustee for Region 6 appointed seven creditors to serve in the official committee of unsecured creditors of ALCO Stores, Inc. The Law Office of Judith W. Ross serve as local counsel to the Committee. AMERICAN NATURAL: Incurs $8 Million Net Loss in Third Quarter ------------------------------------------------------------- American Natural Energy Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $8.03 million on $379,780 of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $859,425 on $853,381 of revenues for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $7.55 million on $1.42 million of revenues compared to a net loss of $1.46 million on $2.75 million of revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $19.09 million in total assets, $24.08 million in total liabilities and a $4.98 million total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/V7jpO2 About American Natural American Natural Energy Corporation is a Tulsa, Oklahoma based independent exploration and production company with operations in St. Charles Parish, Louisiana. American Natural reported a net loss of $3.14 million in 2013, a net loss of $3.31 million in 2012 and a net loss of $905,792 in 2011. 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 incurred a net loss in 2013 and has a working capital deficiency and an accumulated deficit at Dec. 31, 2013. AMERICAN SEAFOODS: Moody's Lowers Corporate Family Rating to Caa2 ----------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating for American Seafoods Group LLC (ASG) to Caa2 from Caa1, as well as its Probability of Default Rating to Caa2-PD from Caa1-PD. As a result of these rating actions, the company's senior subordinated notes due 2016 have been downgraded to Caa3 from Caa2 and the ratings on the company's term loan A, term loan B, and revolving credit facility have been downgraded to B2 from B1. The rating outlook is changed to negative from stable. The downgrade is primarily due to Moody's expectation that the company's liquidity profile will be weak during the next twelve months, largely stemming from a stipulation in the company's credit agreement tied to the company's senior subordinated notes due May 2016, which mentions if the notes remain outstanding at November 17, 2015, then the company's term loan A and revolver borrowings including letters of credit become due and payable on that day. As such, the term loan A and revolver are now viewed as current obligations of the company. Also, Moody's believes covenant compliance will be difficult to maintain during the next twelve months despite a March 2014 amendment that provided some temporary relief. The negative outlook reflects the uncertainty surrounding compliance with financial covenants during the next twelve months and the potential for additional downward pressure on the ratings if the company cannot adequately address its upcoming debt maturities. ASG's credit metrics remain challenged and Moody's has limited expectations for material deleveraging in the near-term owing to profitability weakness and ongoing accretion of the company's senior notes. According to Moody's Analyst Brian Silver, "ASG's liquidity and interest coverage are weak while leverage remains high, and as a result of debt maturities now being within a twelve month window, Moody's believe there is a high likelihood for either additional covenant relief in the near-term or a debt restructuring, which has the potential to be a distressed exchange". The following ratings have been downgraded: Corporate Family Rating to Caa2 from Caa1; Probability of Default Rating to Caa2-PD from Caa1-PD; $85 million original principal senior secured revolver maturing March 2016 to B2 (LGD2) from B1 (LGD2); $100 million original principal senior secured term loan A due March 2016 to B2 (LGD2) from B1 (LGD2); $282 million original principal senior secured term loan B due March 2018 to B2 (LGD2) from B1 (LGD2); $275 million original principal senior subordinated notes due May 2016 to Caa3 (LGD4) from Caa2 (LGD5); The outlook is changed to negative from stable Ratings Rationale The downgrade is largely the result of Moody's expectations for weakened liquidity over the next twelve months, spurred by the springing maturities of the term loan A and revolver, subject to the senior subordinated notes being outstanding one year from now. This increases the likelihood of a potential default during the next twelve months, which Moody's has reflected by lowering the probability of default rating to Caa2-PD. The company's operating performance has been challenged for the last few years by a weak end-market pricing environment for the company's primary products, most notably standard fillet blocks, surimi, and roe. The negative outlook reflects Moody's expectation that ASG will have difficulty complying with its financial covenants during the next twelve months and may seek covenant relief. It also incorporates Moody's view that ASG is likely to grow revenues and EBITDA only moderately over this period. Any debt repayment via free cash flow generation will likely be offset by accretion in the company's senior notes. The outlook further assumes that pricing for the company's products will remain inherently volatile in the marketplace. The ratings could be downgraded if operating performance and/or liquidity further deteriorates and/or if the company breaches any covenants. Although not anticipated in the near-term, the ratings for ASG could be upgraded if adjusted leverage approaches 8.0 times and the company is able to improve its liquidity profile by reducing revolver reliance and successfully addressing its upcoming debt maturities. The principal methodology used in this rating was the Global Protein and Agriculture Industry 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. ASG Consolidated LLC (Consolidated), together American Seafoods Group LLC (Group) and its subsidiaries (ASG), is understood to be the largest harvester of fish for human consumption in the US in terms of volume. The company harvests and processes a variety of fish species aboard sophisticated catcher-processor vessels. ASG is believed to be the largest harvester and at-sea processor of Pollock and Pacific whiting (Hake) in the US. The company generated revenues for the twelve months ended September 30, 2014 of approximately $370 million. ANTARAMIAN PROPERTIES: Manager Files Plan, May End Legal Feud ------------------------------------------------------------- Laura Layden at the Naples Daily News reports that Antaramian Properties, LLC, manager Jack Antaramian has filed with the U.S. Bankruptcy Court for the Middle District of Florida a reorganization plan that could end a long-running, costly legal feud with his former partners in the Naples Bay Resort project. The Daily News reported in June 2014 that Circuit Judge Lauren Brodie ruled against Mr. Antaramian, saying he had no right to foreclose on the club at Naples Bay Resort. According to the report, Mr. Antaramian stepped into the shoes of Regions Bank after it foreclosed on a $36 million loan for the project, when he bought the note at a steep discount in 2010. He then went after his partners -- Manhattan Construction Florida's nonexecutive chairperson Fred Pezeshkan and investors Iraj Zand and Raymond Sehayek from Switzerland -- who have a 20% stake in Knightsbridge each, the report stated. Antaramian Properties, LLC, sought bankruptcy protection (Bankr. M.D. Fla. Case No. 14-10145) on Aug. 29, 2014. The case is assigned to Judge Caryl E. Delano. The Debtors are represented by David S Jennis, Esq., at Jennis & Bowen PL, in Tampa, Florida. APPLIED MINERALS: David Taft Reports 27% Stake as of Nov. 4 ----------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, David A. Taf disclosed that as of Nov. 4, 2014, he indirectly beneficially owned the 25,624,957 Shares that were indirectly beneficially owned by IBS Capital, which represented 27.0% of Applied Minerals Inc.'s Common Stock. On Oct. 17, 2008, the board of directors of the Company appointed Mr. Taft as a director. Since that time, at each annual meeting from 2009 to the last annual meeting held on Dec. 5, 2013, the shareholders of the Company elected Mr. Taft as a director of the Company. A full-text copy of the regulatory filing is available at: http://is.gd/YxPNOT About Applied Minerals New York City-based Applied Minerals, Inc. (OTC BB: AMNL) is a leading global producer of halloysite clay used in the development of advanced polymer, catalytic, environmental remediation, and controlled release applications. The Company operates the Dragon Mine located in Juab County, Utah, the only commercial source of halloysite clay in the western hemisphere. Halloysite is an aluminosilicate clay that forms naturally occurring nanotubes. Applied Minerals incurred a net loss of $13.06 million in 2013, a net loss of of $9.73 million in 2012 and a net loss of $7.43 million in 2011. As of June 30, 2014, Applied Minerals had $11.46 million in total assets, $12.56 million in total liabilities and a $1.09 million total stockholders' deficiency. Bankruptcy Warning "The Company has had to rely mainly on the proceeds from the sale of stock and convertible debt to fund its operations. If the Company is unable to fund its operations through the commercialization of its minerals at the Dragon Mine, there is no assurance that it will be able to raise funds through the sale of equity or debt. If so, it may have to file bankruptcy," according to the Company's 2013 Annual Report as filed with the U.S. Securities and Exchange Commission. ARCAPITA BANK: Investors' Suit Over $3.4-Mil. in Funds Dismissed ---------------------------------------------------------------- Bankruptcy Judge Sean H. Lane dismissed a complaint alleging that certain funds in the possession of Arcapita Bank B.S.C. are not property of the debtors' estate, but rather belong to the Plaintiffs. The Complaint asserts that, under Bahraini law, the Debtors never held a legal or equitable interest in the Plaintiffs' Undeployed Placement and the Rights Offering Investment that totaled approximately $3,464,791.66, and therefore, the Funds were never property of the estate for purposes of Section 541 of the Bankruptcy Code. The Plaintiffs' Complaint seeks a judgment: (1) declaring that the Funds are not property of the Debtors' estates and never vested with the reorganized debtors; (2) compelling the reorganized debtors to turn over the Funds; and (3) awarding the Plaintiffs prejudgment interest. The Debtors asked the Court to dismiss the complaint, arguing that the Plaintiffs' Complaint is precluded under the doctrine of res judicata because the classification and treatment of the Plaintiffs' monetary claims against the Debtors were conclusively determined in the confirmation order entered in this case in June 2013. Judge Lane agrees with Arcapita, and ruled that the Complaint is an impermissible attempt to collaterally attack the Confirmation Order entered in the Debtors' cases. The case is, KHALID AHMED A. BAESHEN, OSAMA AHMED A. BAESHEN, SAHAR AHMED A. BAESHEN, and SUMAYYA AHMED A. BAESHEN, Plaintiffs, v. ARCAPITA BANK B.S.C.(c), ARCAPITA INVESTMENT HOLDINGS LIMITED, ARCAPITA LT HOLDINGS LIMITED, WINDTURBINE HOLDINGS LIMITED, AEID II HOLDINGS LIMITED, and RAILINVEST HOLDINGS LIMITED, Defendants, Adv. Proc. No. 13-01677 (SHL)(Bankr. S.D.N.Y.). A copy of Judge Lane's November 17, 2014 Memorandum of Decision is available at http://bit.ly/1BLdhlsfrom Leagle.com. The Reorganized Debtors and the New Holding Companies are represented by Dennis F. Dunne, Esq., Evan R. Fleck, Esq., and Lena Mandel, Esq., at Milbank, Tweed, Hadley & McCloy, LLP in New York; and Andrew M. Leblanc, Esq., at Milbank's Washington, D.C. office. Counsel for Khalid Ahmed A. Baeshen, Osama Ahmed A. Baeshen, Sahar Ahmed A. Baeshen, and Sumayya Ahmed A. Baeshen are: Regina L. Griffin, Esq. Marc Skapof, Esq. James W. Day, Esq. BAKER & HOSTETLER LLP 45 Rockefeller Plaza New York, NY 10111-0100 Tel: 212-589-4276 Fax: 212-589-4201 E-mail: rgriffin@bakerlaw.com mskapof@bakerlaw.com jday@bakerlaw.com About Arcapita Bank Arcapita Bank B.S.C., also known as First Islamic Investment Bank B.S.C., along with affiliates, filed for Chapter 11 protection (Bankr. S.D.N.Y. Lead Case No. 12-11076) in Manhattan on March 19, 2012. The inability to repay a US$1.1 billion syndicated unsecured facility prompted the bankruptcy filing. Falcon Gas Storage Company, Inc., filed a Chapter 11 petition (Bankr. S.D.N.Y. Case No. 12-11790) on April 30, 2012. Falcon Gas is an indirect wholly owned subsidiary of Arcapita that previously owned the natural gas storage business NorTex Gas Storage Company LLC. In early 2010, Alinda Natural Gas Storage I, L.P. (n/k/a Tide Natural Gas Storage I, L.P.), Alinda Natural Gas Storage II, L.P. (n/k/a Tide Natural Gas Storage II, L.P.) acquired the stock of NorTex from Falcon Gas for $515 million. Arcapita guaranteed certain of Falcon Gas' obligations under the NorTex Purchase Agreement. The Debtors tapped Gibson, Dunn & Crutcher LLP as bankruptcy counsel, Linklaters LLP as corporate counsel, Towers & Hamlins LLP as international counsel on Bahrain matters, Hatim S Zu'bi & Partners as Bahrain counsel, KPMG LLP as accountants, Rothschild Inc. and financial advisor, and GCG Inc. as notice and claims agent. Milbank, Tweed, Hadley & McCloy LLP represented the Official Committee of Unsecured Creditors. Houlihan Lokey Capital, Inc., served as its financial advisor and investment banker. Founded in 1996, Arcapita is a global manager of Shari'ah- compliant alternative investments and operates as an investment bank. Arcapita is not a domestic bank licensed in the United States. Arcapita is headquartered in Bahrain and is regulated under an Islamic wholesale banking license issued by the Central Bank of Bahrain. The Arcapita Group employs 268 people and has offices in Atlanta, London, Hong Kong and Singapore in addition to its Bahrain headquarters. The Arcapita Group's principal activities include investing on its own account and providing investment opportunities to third-party investors in conformity with Islamic Shari'ah rules and principles. The Arcapita Group had roughly US$7 billion in assets under management. On a consolidated basis, the Arcapita Group owns assets valued at roughly US$3.06 billion and has liabilities of roughly US$2.55 billion. The Debtors owe US$96.7 million under two secured facilities made available by Standard Chartered Bank. Arcapita explored out-of-court restructuring scenarios but was unable to achieve 100 percent lender consent required to effectuate the terms of an out-of-court restructuring. Subsequent to the Chapter 11 filing, Arcapita Investment Holdings Limited, a wholly owned Debtor subsidiary of Arcapita in the Cayman Islands, issued a summons seeking ancillary relief from the Grand Court of the Cayman Islands with a view to facilitating the Chapter 11 cases. AIHL sought the appointment of Zolfo Cooper as provisional liquidator. As reported in the TCR on Jun 19, 2013, the Bankruptcy Court for the Southern District of New York entered its Findings of Fact, Conclusions of Law, and Order confirming the Second Amended Joint Chapter 11 Plan of Reorganization of Arcapita Bank B.S.C.(c) and Related Debtors with respect to each Debtor other than Falcon Gas Storage Company, Inc. A copy of the Confirmed Second Amended Joint Plan (With First Technical Modifications) is available at: http://bankrupt.com/misc/arcapita.doc1265.pdf The effective date of the Debtors' Second Amended Joint Plan of Reorganization, dated as of June 11, 2013, occurred on Sept. 17, 2013. ARES CAPITAL: Moody's Affirms Ba1 CFR & Senior Unsecured Rating --------------------------------------------------------------- Moody's Investors Service affirmed Ares Capital Corporation's Ba1 corporate family rating and senior unsecured rating. The rating outlook remains stable. Ratings Rationale Ares' ratings are supported by the company's strong franchise in the middle market lending sector, solid earnings and investment portfolio performance, and balanced portfolio characteristics with a substantial proportion of investments in senior debt. Ares' creditors also benefit from regulatory-mandated low leverage through asset coverage requirements that provide creditors with loss protection from its inherently volatile portfolio credit performance. Specifically, Ares must maintain 200% asset coverage of its debt, which essentially limits is debt-to-equity leverage ratio to 1x, a much lower level than that at other financial institutions. The affirmation also reflects the company's improved liquidity profile with less reliance on revolving credit facilities and a greater proportion of longer-term unsecured debt. The ratings also reflect the inherent credit challenges of Ares Business Development Company (BDC) model and its status as a Registered Investment Company (RIC). These include significant credit and market value risk from Ares' portfolio of highly levered and illiquid investments, its inability to fully retain earnings as a RIC, and limitations on its ability to raise or retain debt and equity capital, which Moody's views as a key factor limiting its ratings. In particular, Ares' access to market funding is subject not only to confidence sensitivity, but also to restrictions resulting from BDC asset coverage regulations. With its assets subject to mark- to-market valuations, which can deplete capital levels and trigger an asset coverage ratio violation, Ares is at greater risk of losing access to market funding than other specialty finance companies without such regulatory restriction. In addition, with its RIC status requiring it to distribute 90% of taxable earnings, Ares must issue new equity into the market to build capital, but that is also potentially restricted if the company's share price is lower than its Net Asset Value (NAV). Critically, Ares has successfully mitigated this risk by annually garnering a waiver of this restriction from its shareholders. Positive pressure on the ratings could result if Ares enhances its structural liquidity by extending its debt maturities, while continuing to renew shareholder approval to raise equity during periods when its stock trades below Net Asset Value. The company would also need to continue to demonstrate strong portfolio performance with low non-accruals, maintain an investment bias toward senior debt investments, and keep its dividend distributions generally in-line with the level of core earnings (Net Investment Income) in a respective period. Ratings could come under negative pressure if the company reduces its cushion against the regulatory asset coverage requirement, if potential realized or unrealized losses weaken its capital position, or if it fails to renew shareholder approval to raise equity during periods when its stock trades below Net Asset Value. The ratings could also be downgraded if the credit characteristics of Ares's portfolio weaken, as evidenced by an increase in portfolio company average leverage, a shift toward investments with lower priority in the capital structure, or an increase in exposure concentrations. The principal methodology used in these ratings was Finance Company Global Rating Methodology published in March 2012. ARKANOVA ENERGY: CEO to Get $240,000 Annual Salary -------------------------------------------------- Arkanova Energy Corporation entered into an executive employment agreement effective Oct. 1, 2014, with Pierre Mulacek, the Company's chief executive officer, president and director, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company agreed to pay an annual salary of US$240,000 to Mr. Mulacek in consideration for him carrying out his duties as an executive of the Company. Mr. Mulacek disclosed his interest with respect to the executive employment agreement and abstained from voting on the approval of the agreement. The agreement replaces a former written agreement effective July 17, 2012, as amended on March 1, 2014 (reducing Mr. Mulacek's salary from $240,000 to $135,000 per annum), which expired on July 17, 2014. The parties had continued under the terms of the former written agreement and sought to document the terms with an updated written agreement on the same terms of the former agreement. The only term of the new executive employment agreement that has been revised is the compensation has returned to $240,000 per annum. On Nov. 11, 2014, the Company also entered into an executive employment agreement effective Oct. 1, 2014, with Reginald Denny, the Company's chief financial officer and a director of the Company company. The Company agreed to pay an annual salary of US$175,000 to Mr. Denny in consideration for him carrying out his duties as an executive of the Company. Mr. Denny disclosed his interest with respect to the executive employment agreement and abstained from voting on the approval of the agreement. The agreement also replaces a former written agreement effective July 17, 2012, as amended effective Oct. 1, 2013 (reducing Mr. Denny's salary from $190,000 to $175,000 per annum), which also expired on July 17, 2014. The parties had continued under the terms of the former written agreement and sought to document the terms with an updated written agreement on the same terms of the former agreement. Under the new executive employment agreement, Mr. Denny's compensation remains at $175,000. Additional information is available for free at: http://is.gd/KZXO9W About Arkanova Austin, Tex.-based Arkanova Energy Corporation is a junior producing oil and gas company and is also engaged in the acquisition, exploration and development of prospective oil and gas properties. It holds mineral leases in Delores County, Lone Mesa State Park, Colorado and leasehold interests located in Pondera and Glacier Counties, Montana. In their report on the consolidated financial statements for the fiscal year ended Sept. 30, 2013, MaloneBailey LLP expressed substantial doubt about its ability to continue as a going concern, citing that the Company has incurred cumulative losses since inception and has negative working capital. The Company's balance sheet at June 30, 2014, showed $3.29 million in total assets, $14.3 million in total liabilities and a $11.06 million total stockholders' deficit. B & D ASSOCIATES: Case Summary & 14 Largest Unsecured Creditors --------------------------------------------------------------- Debtor: B & D Associates, Ltd. 237 South Street P.O. Box 2049 Morristown, NJ 07962-2049 Case No.: 14-33428 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Michael B. Kaplan Debtor's Counsel: Morris S. Bauer, Esq. NORRIS MCLAUGHLIN & MARCUS, PA PO Box 5933 Bridgewater, NJ 08807-5933 Tel: (908) 722-0700 Fax: 908-722-0755 Email: msbauer@nmmlaw.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Lawrence S. Berger, authorized agent. A list of the Debtor's 14 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-33428.pdf BANK OF THE CAROLINAS: Posts $10.7 Million Net Income in Q3 ----------------------------------------------------------- Bank of the Carolinas Corporation reported net income available to common shareholders of $10.73 million on $3.60 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss available to common shareholders of $5,000 on $3.80 million of total interest income for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income available to common shareholders of $10 million on $11.14 million of total interest income compared to a net loss available to common shareholders of $1.41 million on $11.36 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $396.27 million in total assets, $350.08 million in total liabilities and $46.19 million in total stockholders' equity. President and CEO, Stephen R. Talbert, said, "We are pleased to release our third quarter earnings. We are proud of the continued success we have in reducing our levels of nonperforming assets. The successful $45.8 million private placement completed on July 16, 2014 raised our capital ratios above all the regulatory requirements. We are extremely proud of this accomplishment. We continue to believe that the Company is positioned for future success." A full-text copy of the press release is available at: http://is.gd/zAZHXx About Bank of the Carolinas Mocksville, North Carolina-based Bank of the Carolinas Corporation was formed in 2006 to serve as a holding company for Bank of the Carolinas. The Bank's primary market area is in the Piedmont region of North Carolina. Turlington and Company, LLP, in Lexington, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring credit losses that have eroded certain regulatory capital ratios. As of Dec. 31, 2013, the Company is considered undercapitalized based on their regulatory capital level. This raises substantial doubt about the Company's ability to continue as a going concern. The Company reported a net loss available to common stockholders of $2.33 million in 2013, a net loss available to common stockholders of $5.53 million in 2012 and a net loss available to common stockholders of $29.18 million in 2011. BEAZER HOMES: Posts $59.8 Million Net Income in Fourth Quarter -------------------------------------------------------------- Beazer Homes USA, inc., reported net income of $59.84 million on $545.90 million of total revenue for the three months ended Sept. 30, 2014, compared to net income of $11.94 million on $438.33 million of total revenue for the same period in 2013. The Company also reported net income of $34.38 million on $1.46 billion of total revenue for the year ended Sept. 30, 2014, compared to a net loss of $33.86 million on $1.28 billion of total revenue during the prior year. Beazer Homes previously reported a net loss of $145.32 million for the year ended Sept. 30, 2012, and a net loss of $204.85 million for the year ended Sept. 30, 2011. The Company's balance sheet at Sept. 30, 2014, showed $2.06 billion in total assets, $1.78 billion in total liabilities and $279.11 million in total stockholders' equity. "We are very pleased to report positive net income for fiscal year 2014," said Allan Merrill, CEO of Beazer Homes. "Returning to profitability represents a key milestone for our employees and shareholders - particularly because it was achieved from fewer new home communities, lower home closings and in a challenging home sales environment. With an expanded community count as we enter fiscal 2015, I'm confident we have built a foundation that will deliver greater profitability in the years ahead." A full-text copy of the press release is available for free at: http://is.gd/AtqM2J About Beazer Homes Beazer Homes USA, Inc. (NYSE: BZH) -- http://www.beazer.com/-- headquartered in Atlanta, is one of the country's 10 largest single-family homebuilders with continuing operations in Arizona, California, Delaware, Florida, Georgia, Indiana, Maryland, Nevada, New Jersey, New Mexico, North Carolina, Pennsylvania, South Carolina, Tennessee, Texas, and Virginia. Beazer Homes is listed on the New York Stock Exchange under the ticker symbol "BZH." * * * Beazer carries a 'B-' issuer credit rating, with "negative" outlook, from Standard & Poor's. In the Jan. 30, 2013, edition of the TCR, Moody's Investors Service raised Beazer Homes USA, Inc.'s corporate family rating to 'Caa1' from 'Caa2' and probability of default rating to 'Caa1-PD' from 'Caa2-PD'. The ratings upgrade reflects Moody's increasing confidence that Beazer's credit metrics, buoyed by a stregthening housing market, will gradually improve for at least the next two years and that the company may be able to return to a modestly profitable position as early as fiscal 2014. As reported by the TCR on Sept. 10, 2012, Fitch Ratings has upgraded the Issuer Default Rating (IDR) of Beazer Homes USA, Inc. (NYSE: BZH) to 'B-' from 'CCC'. The upgrade and the stable outlook reflect Beazer's operating performance so far this year, its robust cash position, and moderately better prospects for the housing sector during the remainder of this year and in 2013. The rating is also supported by the company's execution of its business model, land policies, and geographic diversity. BERNARD L MADOFF: Court OKs SIPA Trustee, Blumenfeld Settlement --------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), on Nov. 18 disclosed that the U.S. Bankruptcy Court for the Southern District of New York approved a settlement between the SIPA Trustee and the defendants in Picard v. Edward Blumenfeld, et al. The settlement motion was filed with the Bankruptcy Court on Oct. 17, 2014. The agreement has an aggregate potential value of approximately $62 million for the BLMIS Customer Fund. The Blumenfeld defendants have agreed to make an immediate payment of $32.75 million to the BLMIS Customer Fund for the benefit of BLMIS customers with allowed claims. The Blumenfeld defendants have also agreed to transfer their customer claims in the Madoff SIPA liquidation, totaling approximately $29 million, to the SIPA Trustee. Since the customer claims are already entitled to the four interim pro rata distributions, plus the $500,000 SIPC advance, the BLMIS Customer Fund will immediately benefit by an additional $17.7 million, making the total current payment approximately $50.47 million. The SIPA Trustee will capture all future pro rata distributions on the transferred claims for the benefit of BLMIS customers with allowed claims. The SIPA Trustee believes the settlement is in the best interests of BLMIS customers with allowed claims, given the uncertainties, delays, and cost associated with a protracted, complex litigation involving several dozen defendants. The recovery agreement with the Blumenfeld defendants represents the third negotiated agreement achieved within the past four weeks by the SIPA Trustee and his team for the benefit of BLMIS customers with allowed claims: On Nov. 17, the SIPA Trustee filed a motion seeking approval of a recovery agreement with the Herald and Primeo feeder funds that will return approximately $497 million to the BLMIS Customer Fund. On Nov. 18, the SIPA Trustee filed a motion seeking approval of a recovery agreement with the Senator Fund SPC, also a BLMIS feeder fund, that will return approximately $95 million to the BLMIS Customer Fund. If approved by the Court, these three agreements bring approximately $642 million into the Customer Fund; in addition, these settlements will increase the recovery for the BLMIS customers by 1.879 percent. The Bankruptcy Court will hold a hearing for approval of the Herald and Primeo settlement motion and the Senator settlement motion on Wednesday, December 17, 2014. One hundred percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. To date, the SIPA Trustee has recovered more than $9.8 billion and has distributed almost $6 billion, which includes approximately $816.2 million in committed advances from the Securities Investor Protection Corporation (SIPC). The costs associated with the SIPA Trustee's recovery and settlement efforts are paid by SIPC, which administers a fund drawn upon assessments on the securities industry. No fees or other costs of administration are paid from recoveries obtained by the SIPA Trustee for the benefit of BLMIS customers with allowed claims. The SIPA Trustee's motion can be found on the United States Bankruptcy Court's website at http://www.nysb.uscourts.gov/ Bankr. S.D.N.Y., No. 08-01789 (BRL). In addition, the motion -- as well as information on overall recoveries to date, other legal actions, settlements, and other issues -- can be found on the SIPA Trustee's website: www.madofftrustee.com Counsel to the SIPA Trustee for the liquidation of BLMIS in this settlement are Howard L. Simon, Kim M. Longo and Antonio J. Casas of Windels Marx Lane & Mittendorf, LLP, who serve as Special Counsel to the SIPA Trustee. In addition to Windels Marx, Mr. Picard and David Sheehan, Chief Counsel to the SIPA Trustee, would like to thank the Securities Investor Protection Corporation's Kevin Bell who assisted with the work on this settlement. 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. BERNARD L MADOFF: Herald Enter Into Settlement Deal with Trustee ---------------------------------------------------------------- Russell Smith and Niall Goodsir-Cullen of BDO CRI (Cayman) Ltd., the Principal Liquidators of Herald Fund SPC (In Official Liquidation), on Nov. 17 announced the achievement of a global settlement agreement with Irving H. Picard, Trustee for the Estate of Bernard L. Madoff Investment Securities LLC which is considered to be very beneficial to Herald's stakeholders. The Principal Liquidators were assisted by their US and Cayman Islands legal counsel (respectively, Kirkland & Ellis LLP: led by partners Joseph Serino and David Flugman; and Walkers: led by partner Matthew Goucke). The settlement agreement, which was made public on Nov. 17 in New York through a filing with the U.S. Bankruptcy Court for the Southern District of New York, achieves an allowed customer claim for Herald in the BLMIS estate in the amount of approximately $1.64 billion free of any subordination or holdback and a full resolution of the Trustee's clawback claims against Herald, originally asserted in the amount of $578 million. Herald's shareholders will not be required to enter into any due diligence procedures with the Trustee in order to be eligible for distributions in Herald's liquidation. Under the terms of the settlement, Herald will receive a credit of $100 million against its clawback liability in connection with a payment made earlier this year by JPMorgan, part of which was in satisfaction of clawback claims asserted against JPMorgan in its capacity as a Herald shareholder. Applying this credit, and other credits of $10 million, to the amount of the withdrawals made by Herald through its Luxembourg-based custodian, HSBC Securities Services (Luxembourg) S.A. ("HSSL"), Herald has agreed to pay the Trustee $467,701,943 in full satisfaction of the Trustee's claims against Herald. Herald's customer claim will be allowed in the amount of $1,639,896,943, calculated by adding 100% of the agreed clawback liability onto the $1,172,195,000 net loss of invested principal suffered by Herald's investors in the Madoff fraud. This marks the first time in several years that the Trustee has agreed to a full 100% springing claim in a settlement. Herald will be entitled to a catch-up distribution on its allowed customer claim of $755 million and the parties have agreed to deduct the full amount of Herald's clawback liability from this catch-up distribution. After subtracting $29 million which Herald is temporarily advancing on behalf of its largest investor, Primeo Fund (In Official Liquidation), to satisfy Primeo's own clawback liability, the Principal Liquidators expect to receive $260 million in cash in early January 2015. Assuming a 75% total recovery on Madoff customer claims, Herald expects to receive approximately $500 million in addition to the money it will receive in catch-up distributions, bringing its ultimate total recovery under this settlement to $760 million in unencumbered cash available to distribute to its investors. This amount does not include the $13 million to $15 million that Herald expects to receive from the JPMorgan class action settlement, nor does it include the value of Herald's ongoing claim against HSSL in the Luxembourg Courts as well as other potential claims. Herald will receive a full release from the Trustee and Herald's shareholders will receive a release from any claim that the Trustee may have in connection with those shareholders investments in, or withdrawals from, Herald. The settlement remains subject to approval by the Grand Court of the Cayman Islands and by the Bankruptcy Court in New York, which hearings have been scheduled to take place before the end of 2014. The Principal Liquidators consider this to be an excellent result for the Herald's stakeholders and one which has been achieved expeditiously given that Herald's liquidation commenced in July 2013. 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. BERNARD L MADOFF: Dec. 17 Hearing Set for BLMIS Settlement Motion ----------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), filed a motion on Nov. 17 in the United States Bankruptcy Court for the Southern District of New York seeking approval of a settlement agreement with Herald Fund SPC and Primeo Fund, two feeder funds primarily invested in BLMIS. Under the terms of the agreement, the settlement will benefit the BLMIS Customer Fund by approximately $497 million. The agreement, once approved, will increase total Customer Fund recoveries to more than $10.3 billion. "By any measure, the settlement terms are highly advantageous, not only to BLMIS direct customers with allowed claims, but also potentially to the indirect investors in the Herald Fund," said Oren Warshavsky, lead counsel for the matter and architect of the settlement on behalf of the SIPA Trustee. "Every account in the SIPA liquidation must first be brought to a level playing field, so that those entitled to Customer Fund assets may receive distributions. These recoveries -- once approved by the Court -- will be combined with existing, available funds and distributed on a fair and orderly basis to all BLMIS customers with allowed claims. That will now include Herald Fund SPC." The Herald Fund will receive an allowed claim of approximately $1.6 billion in the BLMIS liquidation. With this allowed claim, Herald is entitled to catch-up payments from the four interim distributions to BLMIS victims to date. Out of these catch-up payments, the first approximately $497 million will be used to pay the amount owed by Herald Fund to the BLMIS Customer Fund. As of approval of the settlement, Herald Fund SPC becomes an allowed claimant and will receive further distributions along with all other BLMIS customers with allowed claims not yet fully satisfied. "These were complex negotiations conducted across international borders. This settlement is a testament to the determination of the SIPA Trustee and the sophisticated asset-tracing and recovery skills of our legal teams, who negotiate on the SIPA Trustee's behalf for the benefit of all BLMIS customers," said Geoffrey North, a partner at BakerHostetler LLP, the court-appointed counsel to the SIPA Trustee. "In the filing, the SIPA Trustee noted that the agreement avoids the cost and delay of what could otherwise have been lengthy and contentious litigation." Both Primeo and Herald, currently in liquidation in the Cayman Islands, deposited more in BLMIS than they ultimately withdrew before the bankruptcy was announced on December 11, 2008. In accordance with the United States Bankruptcy Code, the SIPA Trustee and his team negotiated a return of the approximately $497 million for equitable distribution to all BLMIS customers with allowed claims whose claims are not yet fully satisfied. To date, the SIPA Trustee has allowed 2,528 claims related to 2,198 BLMIS accounts. Of these accounts, 1,131 accounts ? or all allowed claims totaling $925,000 or less ? have been fully satisfied. Additional terms of the settlement with the Funds' liquidators are as follows: * The approximately $497 million represents the return of the $500,000 SIPC advance to the BLMIS Customer Fund and settlement payments from the Funds consisting of 100 percent of the withdrawals made by Herald from BLMIS within six years prior to the BLMIS liquidation filing date and approximately $29 million from Primeo. * At closing, the SIPA Trustee shall pay Herald approximately $258 million, consisting of the balance of the catch-up distribution owed to Herald under its allowed claim, for distribution to indirect investors. Herald shall continue to have an allowed customer claim of approximately $1.6 billion, representing the net equity of the indirect investors in the Herald Fund. Primeo has forfeited all claims. One hundred percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. To date, the SIPA Trustee has recovered more than $9.8 billion and has distributed almost $6 billion, which includes approximately $816.2 million in committed advances from the Securities Investor Protection Corporation (SIPC). The costs associated with the SIPA Trustee's recovery and settlement efforts are paid by SIPC, which administers a fund drawn upon assessments on the securities industry. No fees or other costs of administration are paid from recoveries obtained by the SIPA Trustee for the benefit of BLMIS customers with allowed claims. The SIPA Trustee's motion can be found on the United States Bankruptcy Court's website at http://www.nysb.uscourts.gov/ Bankr. S.D.N.Y., No. 08-01789 (BRL). In addition, the motion ? as well as information on overall recoveries to date, other legal actions, settlements, and other issues -- can be found on the SIPA Trustee's Web site: http://www.madofftrustee.com/ The Bankruptcy Court will hold a hearing for approval of the settlement motion on Wednesday, Dec. 17, 2014. In addition to Mr. Warshavsky and Mr. North, Mr. Picard and David Sheehan, Chief Counsel to the SIPA Trustee, would like to thank the Securities Investor Protection Corporation's Kevin Bell and Lauren Attard and BakerHostetler attorneys Gonzalo Zeballos, Tatiana Markel, Dominic A. Gentile, Maryanne Stanganelli, Jessie Kuhn and Anat Maytal who assisted with the work on this settlement. 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. BERNARD L MADOFF: Trustee Seeks Court Nod on Senator Settlement --------------------------------------------------------------- Irving H. Picard, Securities Investor Protection Act (SIPA) Trustee for the liquidation of Bernard L. Madoff Investment Securities LLC (BLMIS), filed a motion on Nov. 18 in the United States Bankruptcy Court for the Southern District of New York seeking approval of a recovery agreement with Senator Fund SPC, a Cayman Islands incorporated investment fund invested exclusively with BLMIS. Under the terms of the recovery agreement, the settlement will benefit the BLMIS Customer Fund by $95 million. Approval of the Senator agreement is pending with the United States Bankruptcy Court. In addition, a recovery agreement of approximately $497 million, reached between the SIPA Trustee and the Herald/Primeo feeder funds, is also pending approval with the Bankruptcy Court. Once both agreements are final, and combined with the agreement reached with the Blumenfeld defendants and approved by the Court on November 18, 2014, total BLMIS Customer Fund recoveries will be approximately $10.5 billion. "The SIPA Trustee's legal team at BakerHostetler has worked diligently over the years to bring the maximum amount back into the BLMIS Customer Fund, and with these two settlements -- Senator and Primeo/Herald -- total recoveries to date have now crossed well beyond the $10 billion threshold," said Oren Warshavsky, lead counsel for the matter and architect of the settlement on behalf of the SIPA Trustee. "Our colleagues at Windels Marx, who serve as Special Counsel to the SIPA Trustee on the Blumenfeld settlement approved [Tues]day by the United States Bankruptcy Court, have also worked tirelessly for the benefit of BLMIS customers. Together, these three settlements show that the SIPA Trustee and his legal team continue to work towards a full recovery for BLMIS customers with allowed claims." The agreement with Senator represents 100 percent of the principal withdrawals by Senator from BLMIS. As Senator deposited more into its BLMIS account than it withdrew, the fund will receive an allowed claim of approximately $239 million. With this allowed claim, Senator is entitled to catch-up payments from the four interim distributions to BLMIS victims to date. Out of these catch-up payments, the first $95 million will be used to pay the amount owed by Senator to the BLMIS Customer Fund. As of approval of the settlement, Senator becomes an allowed claimant and will receive further distributions along with all other BLMIS customers with allowed claims who are not yet fully satisfied. Senator also agreed to share with the SIPA Trustee half of the proceeds of other Senator claims, including its claims against HSSL, HSBC Bank plc and other entities, for the benefit of the BLMIS Customer Fund. Senator has indicated that it will be filing claims against HSSL in Luxembourg, for, among other things, HSSL's liability related to its role as Senator's custodian and administrator. Geoffrey North, a partner at BakerHostetler LLP, the court- appointed counsel to the SIPA Trustee, said, "The SIPA Trustee's motion asks that the agreement should be approved because it confers a significant benefit to the BLMIS Customer Fund, avoids lengthy, burdensome, and expensive litigation and because it represents a fair and reasonable compromise of the SIPA Trustee's claims and the customer claim." The Senator recovery agreement represents the third negotiated agreement finalized within the past four weeks by the SIPA Trustee and his legal teams for the benefit of BLMIS customers with allowed claims. All together, and if approved by the Court, these three agreements will bring approximately $642 million into the Customer Fund; in addition, these settlements will increase the recovery for the BLMIS customers by 1.879 percent. One hundred percent of the SIPA Trustee's recoveries will be allocated to the Customer Fund for distribution to BLMIS customers with allowed claims. To date, the SIPA Trustee has recovered more than $9.8 billion and has distributed almost $6 billion, which includes approximately $816.2 million in committed advances from the Securities Investor Protection Corporation (SIPC). The costs associated with the SIPA Trustee's recovery and settlement efforts are paid by SIPC, which administers a fund drawn upon assessments on the securities industry. No fees or other costs of administration are paid from recoveries obtained by the SIPA Trustee for the benefit of BLMIS customers with allowed claims. The SIPA Trustee's motion can be found on the United States Bankruptcy Court's website at http://www.nysb.uscourts.gov/ Bankr. S.D.N.Y., No. 08-01789 (BRL). In addition, the motion ? as well as information on overall recoveries to date, other legal actions, settlements, and other issues -- can be found on the SIPA Trustee's Web site: http://www.madofftrustee.com/ The Bankruptcy Court will hold a hearing for approval of the Senator and the Primeo/Herald settlement motions on Wednesday, December 17, 2014. In addition to Mr. Warshavsky and Mr. North, the SIPA Trustee and David Sheehan, Chief Counsel to the SIPA Trustee, would like to thank the Securities Investor Protection Corporation's Kevin Bell and Lauren Attard as well as BakerHostetler attorneys Gonzalo Zeballos, Tatiana Markel, Dominic Gentile, Maryanne Stanganelli and Carrie Longstaff, who assisted with the work on this settlement. 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. BLACK & WHITE LAB: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Black & White Lab, Inc. 4701 Springhill Estates Allen, TX 75002 Case No.: 14-42425 Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Eastern District of Texas (Sherman) Judge: Hon. Brenda T. Rhoades Debtor's Counsel: Eric A. Liepins, Esq. ERIC A. LIEPINS P.C. 12770 Coit Road, Suite 1100 Dallas, TX 75251 Tel: (972) 991-5591 Email: eric@ealpc.com Total Assets: $307,670 Total Liabilities: $1.46 million The petition was signed by Lou George, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/txeb14-42425.pdf BOUTIN'S: Files for Chapter 11 Bankruptcy Protection ---------------------------------------------------- Boutin's filed on Nov. 12, 2014, for Chapter 11 bankruptcy protection, disclosing $100,000 to $500,000 in assets and $500,000 to $1 million in liabilities. Court documents show that the Debtor's largest creditors are Farmers Merchants Bank and Trust, Doerle Food Service, and American Express. The restaurant will remain open throughout the reorganization process, Stephanie Riegel at Baton Rouge Business Report relates, citing Boutin's owner, Lynn Boutin. Boutin's is a Bluebonnet Boulevard eatery that features Cajun cuisine and live Cajun music. It has been in operation since 2001. BROADWAY FINANCIAL: Files Form 10-Q, Posts $765K Net Income in Q3 ----------------------------------------------------------------- Broadway Financial Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $765,000 on $3.87 million of total interest income for the three months ended Sept. 30, 2014, compared with net income of $584,000 on $3.81 million of total interest income for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported net income of $1.81 million on $11.54 million of total interest income compared with a net loss of $260,000 on $11.89 million of total interest income for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $338 million in total assets, $311 million in total liabilities and $27.4 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/NY6FMv About Broadway Financial Los Angeles, Calif.-based Broadway Financial Corporation was incorporated under Delaware law in 1995 for the purpose of acquiring and holding all of the outstanding capital stock of Broadway Federal Savings and Loan Association as part of the Bank's conversion from a federally chartered mutual savings association to a federally chartered stock savings bank. In connection with the conversion, the Bank's name was changed to Broadway Federal Bank, f.s.b. The conversion was completed, and the Bank became a wholly owned subsidiary of the Company, in January 1996. The Company is regulated by the Board of Governors of the Federal Reserve System. The Bank is regulated by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. Broadway Financial reported a loss allocable to common stockholders of $1.08 million in 2013, a loss allocable to common stockholders of $693,000 in 2012 and a net loss available to common shareholders of $15.36 million in 2011. BUDD COMPANY: Exclusive Right to File Plan Extended to March 31 --------------------------------------------------------------- The Budd Company, Inc. obtained a court order extending the period of time during which it alone holds the right to file a Chapter 11 plan. The order signed by U.S. Bankruptcy Judge Jack Schmetterer extended the company's exclusive right to propose a bankruptcy plan to March 31, 2015, and to solicit votes from creditors to May 31, 2015. The extension would prevent others from filing rival plans in court and maintain the company's control over its bankruptcy case. Budd said the extension would give the company enough time to complete its investigations of potential claims against ThyssenKrupp North America, Inc. and its corporate affiliates "to better gauge the value of the [company's] assets" available for distribution to creditors. About The Budd Company The Budd Company, Inc., a former supplier to the automotive industry, filed for chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-11873) on March 31, 2014, with a deal to settle potential claims against its parent, ThyssenKrupp AG. The company -- which ceased manufacturing operations in 2006 and does not have any current employees, facilities or customers -- has obligations consisting largely of medical and other benefits to approximately 10,000 former employees. Liabilities amount to approximately $1 billion with assets of approximately $400 million. Most of the debt consists largely of medical and other benefits to approximately 10,000 former employees. The Debtor disclosed $387,555,681 in assets and $1,107,350,034 in liabilities as of the Chapter 11 filing. The Hon. Jack B. Schmetterer oversees the case. The Debtor has tapped Proskauer Rose LLP as Chapter 11 counsel, Dickinson Wright PLLC as special counsel, Epiq Bankruptcy Solutions, LLC as noticing, claims and balloting agent, and Conway MacKenzie Management Services, LLC's Charles M. Moore as CRO. The U.S. Trustee appointed five individuals to serve on the Committee of Executive & Administrative Retirees. The Segal Company (Eastern States), Inc. serves as the Committee's actuarial consultant. The Committee retained Solic Capital Advisors, LLC as its financial advisor. Reed Heiligman, Esq., at FrankGecker LLP, in Chicago, Illinois, represents the ad hoc committee of asbestos personal injury claimants. CAESARS ENTERTAINMENT: Names Eric Hession Chief Financial Officer ----------------------------------------------------------------- Caesars Entertainment Corporation announced the appointment of Eric Hession, the company's senior vice president and treasurer, as chief financial officer, effective Jan. 1, 2015. Mr. Hession will succeed Donald Colvin, who is retiring from the company effective Dec. 31, 2014. Mr. Hession's appointment is subject to regulatory approval. Mr. Colvin's departure from the Company is unrelated to the company's financial condition or financial reporting. There is no disagreement between Colvin and the company, the Company said in a press release. "Eric has been an invaluable member of the finance team at Caesars and I am pleased to welcome him to the senior management team. His tenure with the company coupled with his experience and leadership track record makes him ideally suited to assume the role of CFO. Eric is highly regarded inside and outside of the company and I have the upmost confidence in him to do a fantastic job," said Gary Loveman, chairman, chief executive officer and president of Caesars Entertainment Corporation. As CFO, Mr. Hession, 40, will be responsible for Caesars' finance functions and will report to Mr. Loveman. In his current capacity, Mr. Hession is responsible for financial planning, treasury and investor relations. He joined the company in 2002 after four years with Merck & Co. Mr. Hession has an undergraduate degree in engineering from Cornell University and an M.B.A. from the Fuqua School of Business at Duke University. "I am excited for this new opportunity and look forward to working with our team and our stakeholders to further strengthen Caesars' financial position and drive greater value for our shareholders," Hession said. Mr. Loveman continued, "On behalf of the Board of Directors and management team, I would like to thank Donald for his contributions to Caesars. During this time, he has been a significant asset in helping to guide the expansion of our distribution network and improve the company's capital structure. We wish him all the best." "I will leave the finance team in the very capable hands of Eric and with the confidence that Caesars is well positioned to achieve continued growth and success," Colvin said. In connection with his retirement, Mr. Colvin and Caesars Enterprise Services, LLC, are entering into a consulting agreement under which Mr. Colvin will provide transitional assistance to the Company and Mr. Hession for a period of 18 months. In exchange for these services, Mr. Colvin will receive $58,333 per month. Additionally, Mr. Colvin's options and restricted stock units that are scheduled to vest on Jan. 2, 2015, will vest, Mr. Colvin may participate in a performance bonus for 2014 in CES' discretion and CES will reimburse Mr. Colvin his COBRA payments, if any. Pursuant to the employment agreement, Mr. Hession's base salary will be $700,000, subject to periodic review and increases as approved by CES. Mr. Hession will participate in the annual incentive bonus programs and will be eligible to earn an annual bonus in accordance with the terms of the programs. Mr. Hession will be entitled to receive benefits and perquisites at least as favorable to those presently provided. About Caesars Entertainment Caesars Entertainment Corp., formerly Harrah's Entertainment Inc. -- http://www.caesars.com/-- is one of the world's largest casino companies. Caesars casino resorts operate under the Caesars, Bally's, Flamingo, Grand Casinos, Hilton and Paris brand names. The Company has its corporate headquarters in Las Vegas. Harrah's announced its re-branding to Caesar's in mid-November 2010. Caesars Entertainment reported a net loss of $2.93 billion in 2013, as compared with a net loss of $1.50 billion in 2012. The Company's balance sheet at Sept. 30, 2014, showed $24.49 billion in total assets, $28.20 billion in total liabilities and a $3.71 billion total deficit. * * * As reported by the TCR on April 9, 2013, Moody's Investors Service downgraded Caesars Entertainment Corporation's Corporate Family Rating to Caa2. "The downgrade of Caesars' ratings considers that its same store EBITDA growth in 2012-2013 has failed to materialize to any significant degree, and so Caesars' credit metrics have deteriorated and its free cash flow deficit will be higher than Moody's previous expectations," stated Moody's analyst Peggy Holloway. In the April 10, 2014, edition of the TCR, Standard & Poor's Ratings Services lowered its corporate credit ratings on Las Vegas-based Caesars Entertainment Corp. (CEC) and wholly owned subsidiaries, Caesars Entertainment Operating Co. (CEOC) and Caesars Entertainment Resort Properties (CERP), as well as the indirectly majority-owned Chester Downs and Marina, to 'CCC-' from 'CCC+'. The downgrade reflects S&P's expectation that Caesars' capital structure is unsustainable, and the amount of cash the company will burn in 2014 and 2015 creates conditions under which S&P believes a restructuring of some form is increasingly likely over the near term absent an unanticipated significantly favorable change in operating performance. As reported by the TCR on May 1, 2014, Fitch Ratings had downgraded the Issuer Default Ratings (IDRs) of Caesars Entertainment Corp (CEC) and Caesars Entertainment Operating Company (CEOC) to 'CC' from 'CCC'. CENTRAL FEDERAL: Reports $286,000 Net Income for Third Quarter -------------------------------------------------------------- Central Federal Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income of $286,000 on $2.91 million of interest and dividend income for the three months ended Sept. 30, 2014, compared to a net loss of $385,000 on $1.93 million of interest and dividend income for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income of $170,000 on $7.60 million of interest and dividend income compared to a net loss of $1.74 million on $5.47 million of interest and dividend income for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $308 million in total assets, $273 million in total liabilities and $34.4 million in total stockholders' equity. Timothy T O'Dell, CEO, commented, "I am pleased to report that during the third quarter key operating metrics, including earnings and credit quality, reflect consistently improving quarterly trends since the recapitalization of the bank in 2012. Net interest income, the primary driver of our core earnings, increased by 75% or roughly a $1 million improvement as compared to the same period last year. Credit quality also continued to show improvement with further reductions in nonperforming loans. Also, our allowance for loans loss coverage ratio to nonperforming loans improved to 167% at September 30, 2014 compared to 100% at December 31, 2013." "During this quarter, we successfully completed our $12 million private placement of Series B Preferred Stock, allowing us to further strengthen our balance sheet and capital levels as well as position CFBank to continue to take advantage of quality business and loan opportunities. Our loan and new business pipelines remain solid. In addition, residential mortgage loan volumes also have increased. Additionally, we are gaining traction with our initiatives for growing and expanding our core deposit base." "Management remains focused on relentless execution, which has resulted in consistent quarter over quarter improvements in key fundamental measurements of performance including earnings and credit quality, along with further strengthening our infrastructure, processes and procedures. Based upon the success of our relationship business model in attracting quality customers, along with our presence in three major metro markets, we remain enthused about our prospects for continuing these positive trajectories." A full-text copy of the Form 10-Q is available for free at: http://is.gd/8FQm8d About Central Federal Fairlawn, Ohio-based Central Federal Corporation (Nasdaq: CFBK) is the holding company for CFBank, a federally chartered savings association formed in Ohio in 1892. CFBank has four full-service banking offices in Fairlawn, Calcutta, Wellsville and Worthington, Ohio. As reported by the TCR on April 24, 2014, the Board of Directors of Central Federal approved the engagement of BKD, LLP, to serve as the Company's independent registered public accounting firm for the year ending Dec. 31, 2014. Crowe Horwath LLP was dismissed as the Company's accounting firm on April 17, 2014. The Office of the Comptroller of the Currency has terminated the Cease and Desist Order against CFBank, a subsidiary of Central Federal Corporation, effective Jan. 23, 2014. The CFBank Order has been in place since May 25, 2011, which was prior to the 2012 capital raise and recapitalization of Central Federal Corporation and CF Bank by the current management team and standby investor group led by Timothy O'Dell (CEO), Thad Perry (President) and Robert Hoeweler (Chairman). Central Federal reported a net loss of $918,000 in 2013, a net loss of $3.76 million in 2012 and a net loss of $5.42 million in 2011. CHINA CERAMICS: Receives Nasdaq Listing Non-Compliance Notice ------------------------------------------------------------- China Ceramics Co., Ltd., a Chinese manufacturer of ceramic tiles used for exterior siding and for interior flooring and design in residential and commercial buildings, on Nov. 18 disclosed that on November 12, 2014, it received a written notice from the Listing Qualifications department of The Nasdaq Stock Market indicating that the Company is not in compliance with the minimum bid price requirement of $1.00 set forth in Nasdaq Listing Rule 5450(a)(1) for continued listing on the Nasdaq Global Market. The Nasdaq Listing Rules require listed securities to maintain a minimum bid price of $1.00 per share and, based upon the closing bid price for the 30 consecutive days ended November 11, 2014, the Company did not meet this requirement. China Ceramics has been provided a 180 day period in which to regain compliance. During this period, the closing bid price of the Company's ordinary shares must be at least $1.00 for a minimum of ten consecutive business days to regain compliance. In addition, following the initial 180 day period, China Ceramics may be eligible for an additional 180 day period to regain compliance after review by the Nasdaq Staff. China Ceramics will work to regain compliance during the initial 180 day compliance period and will actively monitor its performance with respect to the listing standards. The notification letter has no effect on the listing of the Company's ordinary shares at this time and the shares will continue to trade on the Nasdaq Global Market under the ticker "CCCL". About China Ceramics Co., Ltd. China Ceramics Co., Ltd. -- http://www.cceramics.com-- is a manufacturer of ceramic tiles in China. The Company's ceramic tiles are used for exterior siding, interior flooring, and design in residential and commercial buildings. China Ceramics' products, sold under the "Hengda" or "HD", "Hengdeli" or "HDL", the "TOERTO" and "WULIQIAO" brands, and the "Pottery Capital of Tang Dynasty" brands, are available in over 2,000 style, color and size combinations and are distributed through a network of exclusive distributors as well as directly to large property developers. CHINA PRECISION: Delays Form 10-Q for Third Quarter --------------------------------------------------- China Precision Steel, 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 Sept. 30, 2014. The Company was not, without unreasonable effort or expense, able to file its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2014, by Nov. 14, 2014. The Company anticipates that it will file its Form 10-Q within the "grace" period provided by Securities Exchange Act Rule 12b-25. 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. China Precision reported 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 sheet at 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. COLT DEFENSE: S&P Raises CCR to 'CCC' & Removes From Watch Neg. --------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on U.S.-based gun manufacturer Colt Defense LLC to 'CCC' from 'CCC-' and removed all ratings from CreditWatch, where they were placed with negative implications on Nov. 13, 2014. The outlook is developing. The issue-level rating on the unsecured notes is unchanged at 'CC' with a recovery rating of '6', indicating expectations for negligible (0%-10%) recovery in a payment default scenario. "The upgrade reflects a reduced likelihood of default in the coming months following a recent refinancing that improved the company's liquidity profile somewhat," said Standard & Poor's credit analyst Chris Mooney. On Nov. 17, 2014, Colt entered into a new unrated $70 million senior secured term loan due 2018. Proceeds were used to repay the existing $48 million term loan, make a $10.9 million interest payment due Nov. 17, 2014, and bolster liquidity. The new term loan eliminates financial covenant constraints and required amortization. But despite these benefits, Standard & Poor's still views the company's liquidity position as weak because of uncertain prospects for future cash flow. "We believe significant uncertainty surrounds future revenue and cash flow, as Colt has been forced to rely more on international and commercial sales to replace lost U.S. government demand," said Mr. Mooney. "International markets represent a promising opportunity in that they often carry relatively high margins, but they also attract many competitors, and the timing and magnitude of future orders is difficult to predict. Commercial rifle demand is also difficult to predict and sales have declined faster than we expected in 2014." The developing outlook stems from a weak, albeit somewhat improved, liquidity profile that uncertain operating conditions will influence over the next year. It is currently unclear whether Colt will be able to generate positive cash flow in 2015. COMMUNITY FIRST: Regulator Terminates Written Agreement ------------------------------------------------------- Community First, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss allocable to common shareholders of $192,000 on $3.99 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss allocable to common shareholders of $5,000 on $4.32 million of total interest income for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net income available to common shareholders of $644,000 on $12 million of total interest income compared to net income available to common shareholders of $9,000 on $13.27 million of total interest income for the same period a year ago. As of Sept. 30, 2014, the Company had $437.03 million in total assets, $427.02 million in total liabilities and $10.01 million in total shareholders' equity. Written Agreement Terminated As a result of improvements in the Bank's financial condition and results of operations and the Bank's compliance with the terms thereof, the written agreement that the Bank had entered into with the Tennessee Department of Financial Institutions on March 14, 2013, was terminated effective Oct. 29, 2014. In addition, the Federal Deposit Insurance Corporation has notified the Bank that it intends to terminate the consent order that was entered into with the Bank on Sept. 20, 2011. In connection with the termination of the written agreement the Bank had entered into with the Department and the anticipated termination of the Consent Order, the Bank reached an understanding with the FDIC and the Department in the form of a single informal agreement with both agencies. The informal agreement significantly reduces the restrictions that were placed on the Bank under the Consent Order and the written agreement with the Department. The informal agreement requires that the Bank, among other things: * Maintain the following minimum regulatory capital ratios: Leverage Capital 8.0%; Tier I Risk Based Capital 10.00%; and Total Risk Based Capital 12.00%. * Receive prior written consent of each of the FDIC and the Department before the Bank declares or pays any cash dividends. * Develop a written profit plan to improve the Bank's earnings. On March 14, 2013, the Bank entered into a written agreement with the Tennessee Department of Financial Institutions, the terms of which are substantially the same as those of the Consent Order, including as to required minimum levels of capital the Bank must maintain. The Bank's Tier 1 capital to Average Assets as of December 31, 2013 was below those that the Bank agreed to achieve under the terms of the Consent Order. Based on December 31, 2013 levels of average assets and risk-weighted assets, the required amount of additional Tier 1 capital necessary for the Bank to meet the requirements of the Consent Order was approximately $386. As a result of entering into the Consent Order, the Bank is subject to additional limitations on its operations including accepting, rolling over, or renewing brokered deposits, which could adversely affect the Bank's liquidity and/or operating results. By virtue of entering into the Consent Order, the Bank is also limited from paying deposit rates above national rate caps published weekly by the FDIC, unless the Bank is determined to be operating in a high- rate market area. On December 1, 2011, the Bank received notification from the FDIC that it is operating in a high-rate environment, which allows the Bank to pay rates higher than the national rate caps, but continues to limit the Bank to rates that do not exceed the prevailing rate in the Bank's market by more than 75 basis points. The Bank is also limited, as a result of its condition, in its ability to pay severance payments to its employees and must receive the consent of the FDIC and the Department to appoint new officers or directors. "As of December 31, 2013, we believe that the Bank is in compliance with all provisions of the Consent Order that were required to be completed by December 31, 2013, with the exception of attaining the Tier I capital to average assets ratio required by the Consent Order. In accordance with the terms of the Consent Order, management has submitted a capital plan with the objective of attaining the capital ratios required by the Consent Order. The FDIC has accepted the capital plan. In addition to the capital plan, all other plans required by the Consent Order have been prepared and submitted to the FDIC and have been accepted by the FDIC," the Company said in the annual report for the year ended Dec. 31, 2013. A full-text copy of the Form 10-Q is available for free at: http://is.gd/dIb8mO About Community First Columbia, Tenn.-based Community First, Inc., is a registered bank holding company under the Bank Holding Company Act of 1956, as amended, and became so upon the acquisition of all the voting shares of Community First Bank & Trust on Aug. 30, 2002. The Bank conducts substantially all of its banking activities in Maury, Williamson and Hickman Counties, in Tennessee. COMMUNITYONE BANCORP: Rights Plan Expired on November 10 -------------------------------------------------------- The Board of Directors of CommunityOne Bancorp approved an amendment to the Tax Benefits Preservation Rights Plan, dated as of April 15, 2011, between the Company and Register and Transfer Company, to change the Final Expiration Date of the Plan from Dec. 31, 2014, to Nov. 10, 2014. The Board of Directors determined that moving up the expiration date for the Plan and the Rights was in the best interests of the Company because the purpose of the Plan to protect the Company's ability to use certain tax assets has been completed. About CommunityOne CommunityOne Bancorp (formerly FNB United) is the North Carolina- based bank holding company for CommunityOne Bank, N.A. (community1.com), which offers a full range of consumer, mortgage and business banking services, including loan, deposit, cash management, wealth and online banking services through 55 branches in 44 communities throughout the central, southern and western regions of the state. CommunityOne Bancorp incurred a net loss of $1.48 million in 2013, a net loss of $40 million in 2012, and a $137.31 million net loss in 2011. The Company's balance sheet at Sept. 30, 2014, showed $2.01 billion in total assets, $1.92 billion in total liabilities and $94.49 million in total shareholders' equity. CRS HOLDINGS: Ch. 11 Trustee Can Hire Johnson Pope as Counsel ------------------------------------------------------------- The Hon. K. Rodney May of the U.S. Bankruptcy Court for the Middle District of Florida authorized Gerard A. McHale, Jr., Chapter 11 trustee for CRS Holding Of America, LLC, et al., to employ the law firm of Johnson, Pope, Bokor, Ruppel & Burns, LLP as his counsel nunc pro tunc Oct. 10, 2014. JP will render such legal services including: i) providing legal advice and all legal services necessary to assist the trustee in her investigation of the Debtors' assets and financial affairs; ii) pursuing actions under Chapter 5 of the Bankruptcy Code, if any; iii) prosecuting objections to claims or exemptions designated by the trustee as subject to objection; and iv) performing additional necessary legal services as may be required by the trustee. The Chapter 11 trustee assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Michael C. Markham, Esq. Angelina E. Lim, Esq. JOHNSON, POPE, BOKOR, RUPPEL & BURNS, LLP 403 E. Madison Street (33602) P.O. Box 1100 Tampa, FL 33601-1100 Tel: (813) 225-2500 Fax: (813) 223-7118 E-mails: Mikem@jpfirm.com AngelinaL@jpfirm.com About CRS Holding of America CRS Holding of America, LLC, operates a full service electronics recycling business, providing e-waste recycling solutions for organizations of all sizes. CRS's offerings are designed to meet customers' demand for data security and environmental compliance. CRS Holding and 21 subsidiaries sought Chapter 11 protection (Bankr. M.D. Fla. Case No. 14-bk-10142) in Tampa, Florida, on August 29, 2014. CRS estimated total assets of $50 million to $100 million and debt of $10 million to $50 million. The Debtors' outstanding loan balances to secured creditors are: Regions Bank, $15 million; JY Creative Holdings, Inc. $6.8 million; and Intersection, LLC, $250,000. The Debtors estimate that general unsecured claims total $5 million. The cases are assigned to Judge K. Rodney May. The Debtors have tapped Shumaker, Loop & Kendrick, LLP, as counsel. CRS Holding of America, LLC, reported $812,470 in total assets, and $37,560,321 in total liabilities. CRUZ-A-LONG ENTERPRISES: Case Summary & 8 Top Unsec. Creditors -------------------------------------------------------------- Debtor: Cruz-A-Long Enterprises, LLC PO Box 660 Rush Springs, OK 73082 Case No.: 14-14793 Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Western District of Oklahoma (Oklahoma City) Judge: Hon. Niles L. Jackson Debtor's Counsel: Timothy Barbour, Esq. TIMOTHY BARBOUR, ATTORNEY AT LAW 2525 N.W. Expressway, Suite 302 Oklahoma City, OK 73112-7230 Tel: (405) 286-1603 Email: barboursbankruptcybusiness@yahoo.com Total Assets: $733,000 Total Liabilities: $2.16 million The petition was signed by Reginald Long, president. A list of the Debtor's eight largest unsecured creditors is available for free at http://bankrupt.com/misc/okwb14-14793.pdf CTI BIOPHARMA: Completes Offering of 35,000 Preferred Shares ------------------------------------------------------------ CTI BioPharma Corp. entered into an underwriting agreement with Piper Jaffray & Co. acting as sole book-running manager and as representative of the several underwriters, relating to the offer and sale of 35,000 shares of the Company's preferred stock, no par value per share. The price to the public in this Offering was $1,000 per share of Series 21 Preferred Stock. The net proceeds to the Company from this Offering are expected to be approximately $32.3 million, after deducting underwriting discounts, commissions and other estimated offering expenses. The Offering closed on Nov. 13, 2014. Shares of the Series 21 Preferred Stock will receive dividends in the same amount as any dividends declared and paid on shares of common stock, but would be entitled to a liquidation preference over the common stock in certain liquidation events. The Series 21 Preferred Stock will have no voting rights on general corporate matters. CTI plans to use the net proceeds from this Offering to advance the commercialization of PIXUVRI(R) (pixantrone), accelerate the pre-commercial activities for pacritinib, expand the number of investigator-sponsored trials for pacritinib to diseases other than myelofibrosis and acute myeloid leukemia and support the advancement of tosedostat toward registration-directed trials, as well as for general corporate purposes, which may include, among other things, funding research and development, preclinical and clinical trials, the preparation and filing of new drug applications and general working capital. About CTI BioPharma CTI BioPharma Corp. (NASDAQ and MTA: CTIC) -- http://www.ctibiopharma.com/-- formerly known as Cell Therapeutics, Inc., is a biopharmaceutical company focused on the acquisition, development and commercialization of novel targeted therapies covering a spectrum of blood-related cancers that offer a unique benefit to patients and healthcare providers. The Company has a commercial presence in Europe and a late-stage development pipeline, including pacritinib, CTI's lead product candidate that is currently being studied in a Phase 3 program for the treatment of patients with myelofibrosis. CTI BioPharma is headquartered in Seattle, Washington, with offices in London and Milan under the name CTI Life Sciences Limited. Cell Therapeutics reported a net loss attributable to common shareholders of $49.64 million in 2013, a net loss attributable to common shareholders of $115.27 million in 2012 and a net loss attributable to common shareholders of $121.07 million in 2011. "We believe that our present financial resources (including the $17.8 million we received in October 2014 under the Servier Agreement), together with additional milestone payments projected to be received under certain of our contractual agreements, our ability to control costs and expected net contribution from commercial operations in connection with PIXUVRI, will only be sufficient to fund our operations into the third quarter of 2015. This raises substantial doubt about our ability to continue as a going concern," the Company disclosed in its quarterly report on Form 10-Q for the period ended Sept. 30, 2014. DELTA AIR: Moody's Assigns Ba3 Corporate Family Rating ------------------------------------------------------ Moody's Investors Service, on Nov. 17, 2014, assigned a Baa3 rating to Delta Air Lines, Inc.'s $217 million loan facility secured by five Airbus A330 aircraft ("Loan Facility"). The debt from this facility represents a portion of the $707 million of aircraft financing debt that Delta arranged during the third quarter of 2014. The Corporate Family rating of Delta is Ba3 and the outlook is positive. Ratings Rationale The Loan Facility's Baa3 rating reflects the applicability of Section 1110 of the US Bankruptcy Code ("Section 1110"), the importance of the A330 models to Delta's network and an initial loan-to-value that Moody's estimates at about 68%. The loan-to- value is expected to reduce below 60% by January 2016, to about 50% by January 2017 and further so thereafter. Moody's utilized the notching grid for Equipment Trust Certificates included in its Enhanced Equipment Trust Certificate methodology to rate this loan facility. Moody's believes that the aircraft, four Airbus A330-300s delivered in 2007 and one Airbus A330-200 delivered in 2004 that secure Delta's obligations under the loan facility will remain integral to Delta's network over the five year life of the financing. This lowers the likelihood that Delta would reject this financing in the unlikely event that it was to pursue a bankruptcy filing. Section 1110 provides for financings secured by eligible aircraft to be exempt from the automatic stay provisions of the US Bankruptcy Code. Pursuant to Section 1110, an airline has a 60 day option to affirm its obligations under the contract. Affirmation requires keeping current with payment terms, disaffirmation requires the prompt return of the aircraft to the secured party(ies). This feature underpins the notching practices Moody's uses for rating financings of aircraft subject to Section 1110, or similar provisions in other legal jurisdictions, including the Cape Town Convention. Delta currently operates 21 A330-300s with an average age of 9.1 years, a couple years older than the four A330-300s in this transaction. Ten of this aircraft model remain on order for delivery during the next two years. The age of the one A330-200 in the transaction is level with the average age of the 11 aircraft of this type in the fleet. Delta presently has no other wide-body aircraft on order for delivery during the life of the loan facility; although an open campaign for up to 50 wide-bodies could be concluded within the next few months. With the announced retirement of the company's Boeing B747-400s by 2018, Delta will need all of the wide-bodies it currently operates, further supporting the importance of the aircraft in this transaction. Thirteen 747s remained in service at September 30, 2014. Any combination of future changes in the Corporate Family rating of Delta and or unexpected material changes in the value of the aircraft pledged as collateral could cause Moody's to change the Baa3 rating on the loan facility. The Ba3 Corporate Family rating reflects Delta's steady earnings, sizeable free cash flow generation and reductions in funded debt that have strengthened its credit metrics. Steady demand in premium cabins, ongoing industry capacity discipline and Delta's focus on growing ancillary revenues should help unit revenues outpace growth in unit costs into 2015 as will a lower cost of fuel. Very good liquidity and a manageable debt maturity profile also support the Ba3 rating. The positive outlook anticipates that credit metrics could continue to strengthen during 2015 as long as there are no significant ill effects on Delta's yields because of capacity growth and or strategic pricing actions that competitors pursue. Stability in the price of Brent near current levels should also support margin expansion for Delta, as well as its peers. The ratings could be upgraded should gross funded debt approach $9.0 billion and adjusted debt remain below about $28.5 billion while balancing debt pay-down, conservative liquidity management and returns to shareholders, and Delta continues to strengthen its credit metrics while funding deliveries of new aircraft. The outlook could be returned to stable if Delta is unable to sustain its EBITDA margin, possibly because of inflation in non-fuel costs and or setting capacity too high such that yields decline in periods when passenger demand wanes. Expectation of an EBITDA margin that approached 15% or unrestricted cash of less than $3.0 billion and pressure on credit metrics, such as Debt to EBITDA that approaches 5.0 times or Funds from Operations + Interest to Interest that approaches 3.0 times, would indicate a negative shift in the company's credit profile. The methodologies used in this rating were Global Passenger Airlines published in May 2012 and Enhanced Equipment Trust And Equipment Trust Certificates published in December 2010. Delta Air Lines, Inc., headquartered in Atlanta, Georgia, is the world's second largest airline, providing scheduled air transportation for passengers and cargo throughout the U.S. and around the world. DELTATHREE INC: Incurs $541,000 Net Loss in Third Quarter --------------------------------------------------------- deltathree, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q on Nov. 17, 2014. The Company said it has experienced an unexpected delay in completing the information required to be included on its Quarterly Report on Form 10-Q for the period ended Sept. 30, 2014. The Company reported a net loss of $541,000 on $2.95 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $510,000 on $4.04 million of revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $1.33 million on $11.66 million of revenues compared to a net loss of $1.28 million on $11.98 million of revenues for the same period last year. As of Sept. 30, 2014, the Company had $986,000 in total assets, $9.17 million in total liabilities and a $8.19 million total stockholders' deficiency. Bankruptcy Warning "In view of the Company's current cash resources, nondiscretionary expenses, debt and near term debt service obligations, the Company has begun exploring strategic alternatives available to it and may explore all such alternatives available to it, including, but not limited to, a sale or merger of the Company, a sale of its assets, recapitalization, partnership, debt or equity financing, voluntary deregistration of its securities, financial reorganization, liquidation and/or ceasing operations. In the event that the Company requires but is unable to secure additional funding, the Company may determine that it is in its best interests to voluntarily seek relief under Chapter 11 of the U.S. Bankruptcy Code. Seeking relief under the U.S. Bankruptcy Code, even if the Company is able to emerge quickly from Chapter 11 protection, could have a material adverse effect on the relationships between the Company and its existing and potential customers, employees, and others. Further, if the Company was unable to implement a successful plan of reorganization, the Company might be forced to liquidate under Chapter 7 of the U.S. Bankruptcy Code. There can be no assurance that exploration of strategic alternatives will result in the Company pursuing any particular transaction or, if the Company pursues any such transaction, that it will be completed." A full-text copy of the Form 10-Q is available at: http://is.gd/amj2Rj About deltathree Based in New York, deltathree, Inc. (OTC QB: DDDC) -- http://www.deltathree.com/-- is a global provider of video and voice over Internet Protocol (VoIP) telephony services, products, hosted solutions and infrastructures for service providers, resellers and direct consumers. deltathree reported a net loss of $1.81 million on $16.08 million of revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.57 million on $13.68 million of revenues in 2012. Brightman Almagor Zohar & Co., in Tel Aviv, Israel, 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 losses from operations and deficiency in stockholders' equity raise substantial doubt about its ability to continue as a going concern. DETROIT, MI: Disciplinary Proceedings Not Subject to Bankr. Stay ---------------------------------------------------------------- The City of Detroit, Michigan, the Detroit Police Officers Association, the Detroit Police Command Officers Association, the Detroit Fire Fighters Association, and the Detroit Police Lieutenants and Sergeants Association entered into a stipulation for an order confirming that the automatic stay does not apply to disciplinary proceedings initiated by the City against City officers and employees. Detroit filed a motion seeking court confirmation that the automatic stay does not apply to cases it filed against city officers and employees, who are subject to disciplinary action. The move comes after an arbitrator presiding over a case involving a public safety officer put it on hold until U.S. Bankruptcy Judge Steven Rhodes confirms that the city can continue to prosecute the case notwithstanding its Chapter 9 case. The Stipulated Order provides that the City is authorized to continue to prosecute Disciplinary Proceedings, including the Pending Arbitration, that have been initiated by the City against City employees. Similarly, the applicable defendants are permitted to defend against any Disciplinary Proceedings; provided that any counterclaims that may be asserted by the defendants against the City are subject to the Automatic Stay. The Detroit Police Officers Association previously filed a limited objection to the City's Motion. The DPOA agrees that the City is authorized to continue to prosecute Disciplinary Proceedings and that the DPOA, as the exclusive bargaining representative of City police officers, is authorized to continue to defend any Disciplinary Proceedings against one or more of its members unaffected by the Automatic Stay. However, the DPOA contends, the then proposed order goes beyond the relief sought by the City's Motion and additionally provides that "any counterclaims that may be asserted by the defendants against the City are subject to the Automatic Stay." Although neither the City's Motion nor its proposed order addresses the scope of "any counterclaims that may be asserted," the DPOA filed the limited objection to address the potential that, as drafted, the proposed order could be read to stay any asserted grievance or any ongoing, ordinary course proceedings to determine a DPOA member's right to legal representation and indemnification, whether or not the asserted right to legal representation and indemnification is related to any Disciplinary Proceeding. 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. ECHO THERAPEUTICS: Posts Net Loss of $5.5-Mil. in 3rd Quarter ------------------------------------------------------------- Echo Therapeutics, Inc., a medical device company, on Nov. 19 reported financial results for the quarter ended September 30, 2014. Echo's Quarterly Report on Form 10-Q, when filed with the SEC, will be available by visiting the Investors section of Echo's website at www.echotx.com Recent Financial Corporate Updates On August 14, 2014, the Company disclosed that it had taken steps to substantially reduce operating costs and preserve cash. The Company implemented significant cost reductions across all aspects of its operations in both external spend and workforce, including reductions in general and administrative, manufacturing, clinical and product development expenditures. On September 23, 2014, Echo disclosed that it had suspended its product development, research, manufacturing and clinical programs and operations to conserve liquidity and capital resources. The workforce reduction due to the suspension of operations comprised approximately 70% of Echo's workforce. On October 2, 2014, Echo retained PricewaterhouseCoopers LLP's Restructuring and Recovery Services Practice to assist the Company in exploring financial and strategic alternatives that could sufficiently address its liquidity needs and allow it to resume operations. Such financial and strategic alternatives could include, but are not limited to, a sale or license of intellectual property and other assets, a merger, other business combination, a capital transaction and/or a voluntary petition for reorganization or liquidation pursuant to the U.S. Bankruptcy Code. On October 28, 2014, the Company sent a letter to Platinum Montaur Life Sciences, LLC to notify Montaur that the Company was irrevocably cancelling and terminating the credit facility between Montaur and the Company effective as of October 30, 2014. The Company issued to Montaur a Promissory Note dated August 31, 2012, with a maturity date of five years from the date of closing. On March 1, 2013, the Company elected to prepay all outstanding draws under the Montaur credit facility. After such date, no principal amount was outstanding under the credit facility. Summary of Third Quarter 2014 Financial Results Echo's net loss for the third quarter of 2014 was $5.5 million, or $0.43 per share as compared to $5.2 million, or $0.49 per share, for the third quarter of 2013. The net loss calculation includes the third quarter of 2014's non-cash amortization of deferred financing costs related to the write-off of the Montaur credit facility for $3.1 million, as compared to the total interest expense for the third quarter of 2013 for $241,000. The operating loss for the third quarter of 2014 was $2.9 million compared to $4.9 million for the third quarter of 2013, a reduction of $2.0 million or 41%. Research and development expenses were $1.2 million, a decrease of $1.6 million or 56% for the third quarter of 2014 as compared to $2.8 million for the third quarter of 2013. This decrease was primarily related to reductions in engineering and design expenses. Due primarily to successful cost reduction measures, general and administrative expenses were $1.7 million, a decrease of $0.5 million or 21%, in the third quarter of 2014 as compared to $2.2 million for the third quarter of 2013. Echo reported a cash balance of approximately $1.5 million as of September 30, 2014. About Echo Therapeutics Echo Therapeutics (NASDAQ: ECTE) is a medical device company. It was developing its Symphony(R) CGM System as a non-invasive, wireless, continuous glucose monitoring system for use initially in the critical care setting. A significant longer-term opportunity may also exist for Symphony to be used in the hospital beyond the critical care setting, as well as in the outpatient setting. Echo also developed its needle-free skin preparation device as a platform technology that allowed for enhanced skin permeation enabling extraction of analytes, such as glucose, and enhanced delivery of topical pharmaceuticals. ELEPHANT TALK: Reports $2.4 Million Net Loss for Third Quarter -------------------------------------------------------------- Elephant Talk Communications Corp. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $2.39 million on $7.29 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $3.22 million on $5.20 million of revenues for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $11.12 million on $20.69 million of revenues compared to a net loss of $16.05 million on $16.79 million of revenues for the same period a year ago. As of Sept. 30, 2014, the Company had $40.60 million in total assets, $18.38 million in total liabilities and $22.22 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/NIIB6e About Elephant Talk Lutz, Fla.-based Elephant Talk Communications, Inc. (OTC BB: ETAK) -- http://www.elephanttalk.com/-- is an international provider of business software and services to the telecommunications and financial services industry. Elephant Talk reported a net loss of $22.13 million in 2013, a net loss of $23.13 million in 2012 and a net loss of $25.31 million in 2011. "If the Company is unable to achieve its anticipated revenues or financing arrangements with its major vendors, the Company will need to attract further debt or equity financing. Although the Company has been successful in the past in meeting its cash needs, there can be no assurance that proceeds from additional revenues, vendor financings or debt and equity financings, where required, will be received in the required time frames. If the Company is unable to achieve its anticipated revenues or obtain financing it may need to delay and restructure its operations. As of June 30, 2014, these conditions raise substantial doubt about the Company's ability to continue as a going concern," the Company stated in its quarterly report for the period ended June 30, 2014. EMPIRE RESORTS: Stockholders Elected 6 Directors ------------------------------------------------ Empire Resorts, Inc., held its 2014 annual meeting of stockholders on Nov. 10, 2014, at which the stockholders elected Joseph A. D'Amato, Emanuel R. Pearlman, Edmund Marinucci, Gregg Polle, James Simon and Nancy A. Palumbo to serve on the Board of Directors for one year terms that expires at the 2015 annual meeting of stockholders or until their respective successors are elected and qualified or until their earlier resignation or removal. Meanwhile, on Nov. 10, 2014, the compensation committee of the Board of Directors adopted a cash bonus plan for the senior executives of the Company. Pursuant to the Bonus Plan, $350,000 was set aside for possible award to Mr. D'Amato, Laurette J. Pitts, Nanette L. Horner and Charles Degliomini with respect to the fiscal year ended Dec. 31, 2014. Bonuses may be awarded to each of the named senior executives in amounts determined by the Compensation Committee and based upon the recommendation of Mr. D'Amato for the other named senior executives. Bonuses totaling up to the $350,000 aggregate maximum under the Bonus Plan could be awarded to the extent that earnings of Monticello Raceway Management, Inc., a wholly-owned subsidiary of the Company, before interest, tax, depreciation and amortization met or exceeded 80% of the target EBITDA established by the Compensation Committee for the fiscal year 2014. The aggregate maximum amount available for award pursuant to the Bonus Plan would be reduced in proportion to the amount by which MRMI's EBITDA for the fiscal year misses the target EBITDA. The amount of individual bonuses awarded pursuant to the bonus plan would be based 50% upon whether MRMI met or exceeded its EBITDA target and 50% based upon individual performance in the fiscal year, which shall be evaluated by the Compensation Committee. About Empire Resorts Based in Monticello, New York, Empire Resorts, Inc. (NASDAQ: NYNY) -- http://www.empireresorts.com/-- owns and operates Monticello Casino & Raceway, a video gaming machine and harness racing track and casino located in Monticello, New York, 90 miles northwest of New York City. Empire Resorts reported a net loss applicable to common shares of $27.05 million in 2013 following a net loss applicable to common shares of $2.26 million in 2012. As of June 30, 2014, the Company had $46.11 million in total assets, $55.62 million in total liabilities and a $9.51 million total stockholders' deficit. ENTRANS INTERNATIONAL: Moody's Assigns B2 Corporate Family Rating ----------------------------------------------------------------- Moody's Investors Service, assigned B2 and B2-PD Corporate Family ("CFR") and Probability of Default ("PDR") ratings to EnTrans International, LLC. EnTrans is the combination of Heil Trailer International, Co and SERVA Financing LLC. Moody's also assigned a B2/LGD3 rating to EnTrans' proposed $250 million senior secured notes. Proceeds of the offering will be used primarily to refinance all the existing Heil and SERVA debt. The rating outlook is stable. Ratings Rationale The B2 CFR reflects the company's high cyclicality (due to its sale of equipment use in US hydraulic fracturing) and modest revenue scale (about $600 million), particularly the roughly 50% generated from the sale of equipment used in North American hydraulic fracturing industry. In addition, there is uncertainty of how the relatively new management team will operate the freshly combined Heil and SERVA. The company's leading position in North American aluminum tank trailers, the sales of which are less volatile than the frack equipment sales, will be leveraged to enter new markets in which substantial and established players already compete. Still, EnTrans' credit metrics are consistent with less cyclical manufacturing companies typically rated B1, including leverage (just under 4.0x on Moody's adjusted basis) and good cash flow (around 15% Funds From Operations to Adjusted debt, "FFO/TD"). The company has good liquidity, including an undrawn (and unrated) asset backed liquidity facility ("ABL"), Moody's expectation for steady free cash flow, and limited covenants on the ABL. The stable outlook reflects Moody's expectations for high single digit percent revenue growth in 2015 as the company's new Juarez Mexico plant operates for a full year and the company converts to sales the backlog for fracking equipment which increased over 2014. EBITDA margins, which Moody's views as between 10-11%, are expected to remain relatively flat in 2015. Ratings could be upgraded if management is able to demonstrate an ability to operate the combined businesses with little operational disruption while handling end market volatility. A build up of cash (at least $25 million) would also better prepare the company for the inevitable downturn in fracking in the US. Ratings could be downgraded if the company materially drew on its ABL (over $40 million), especially if it was linked with a downturn in revenue which strained working capital. Leverage sustained near 5.0x and FFO/TD under 10% would also likely lead to lower ratings. EnTrans is the combination of Heil and SERVA making it a manufacturing firm focused on equipment used to transport liquid and dry materials as well as equipment used in hydraulic fracturing. Nearly 80% of sales are in North America. The company also owns 35% of SJS, a venture with Chinese state owned Sinopec Limited, which manufactures frack equipment sold in China and exported to North America. EnTrans is owned by funds affiliated with, as well as employees of, American Industrial Partners ("AIP"). Moody's projects 2015 revenue of about $600 million. Ratings Corporate Family Rating: Assigned B2 Probability of Default Rating: Assigned B2-PD $250 million proposed Senior Secured Notes: Assigned B2/LGD3 Outlook: Stable The principal methodology used in these ratings was Global Manufacturing Companies published in July 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EPWORTH VILLA: Court Sets Jan. 30, 2015 as Claims Bar Date ---------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Oklahoma set Jan. 30, 2015, as deadline for all creditors and governmental units file proofs of claim against of Central Oklahoma United Methodist Retirement Facility Inc. dba Epworth Villa. About Central Oklahoma United Methodist Central Oklahoma United Methodist Retirement Facility, Inc., dba Epworth Villa, sought protection under Chapter 11 of the Bankruptcy Code on July 18, 2014 (Case No. 14-12995, Bankr. W.D. Okla.). The case is before Judge Sarah A. Hall. The Debtor's counsel is Brandon Craig Bickle, Esq., Sidney K. Swinson, Esq., and Mark D.G. Sanders, Esq., at Gable & Gotwals, P.C., in Tulsa, Oklahoma; and G. Blaine Schwabe, III, Esq., at Gable & Gotwals, P.C., in Oklahoma City, Oklahoma. EQUINIX INC: Moody's Affirms Ba3 CFR & Rates $1BB Sr. Notes B1 -------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 corporate family rating for Equinix Inc. following the company's new debt offerings. Moody's has also assigned a B1 rating to Equinix, Inc.'s proposed $1 billion aggregate senior unsecured note offering due 2021 and 2024. Moody's has also affirmed the company's Ba3-PD Probability of Default Rating (PDR) and SGL-2 Speculative Grade Liquidity (SGL) rating. The outlook is stable. Equinix will use the proceeds from the $1 billion notes offering, along with a proposed $500 million new secured debt issuance to retire $860 million of existing debt, pay fees, expenses and redemption costs and pre-fund the company's upcoming capital needs for fiscal 2015. As part of this rating action Moody's has downgraded Equinix's existing senior unsecured notes to B1 (LGD4) from Ba3 (LGD4) due to the shift in capital structure. The elimination of junior capital from the settlement of Equinix's convertible notes and the increase in secured debt results in an increased expected loss for the unsecured notes, which are now the junior-most debt in the capital structure. Issuer: Equinix, Inc. Affirmations: Corporate Family Rating (Local Currency), Affirmed Ba3 Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-2 Assignments: Senior Unsecured Regular Bond/Debenture (Local Currency), Assigned B1, LGD4 Downgrades: Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1, 2020, Downgraded to B1, LGD4 from Ba3, LGD4 Senior Unsecured Regular Bond/Debenture (Local Currency) Apr 1, 2023, Downgraded to B1, LGD4 from Ba3, LGD4 Senior Unsecured Regular Bond/Debenture (Local Currency) Jul 15, 2021, Downgraded to B1, LGD4 from Ba3, LGD4 Outlook Actions: Outlook, Remains Stable Ratings Rationale Equinix's Ba3 Corporate Family Rating reflects its position as the leading global independent data center operator offering carrier- neutral data center and interconnection services to large enterprises, content distributors and global Internet companies. The rating also incorporates the company's stable base of contracted recurring revenues, its strategic real estate holdings in key communications hubs and the favorable near-term growth trends for data center services across the world. These positive factors are offset by significant industry risks, intensifying competition and relatively high capital intensity. The rating also reflects Moody's concerns that the company's cash flow profile will remain under pressure due to the high dividend associated with its planned REIT conversion such that it will need to raise additional debt to finance its dividend and capital investment program. The refinancing transaction will increase Equinix's leverage by approximately 0.6x but Moody's expects leverage to recover back towards the low 4x range (Moody's adjusted) by year end 2015 driven by strong EBITDA growth. Moody's anticipates that Equinix will rely upon its revolver or external financing in order to fund its capital program while sustaining the dividend payment. As such, Moody's expects leverage will remain in the range of 4.0x- 4.5x (Moody's adjusted) over the next several years. Moody's expects Equinix to have good liquidity over the next twelve months. The company had approximately $485 million in cash or equivalents at September 30, 2014 and an undrawn revolving credit facility, which the company plans to upsize to $1 billion from $500 million prior. Equinix will pay an $83 million cash dividend in 4Q 2014, and Moody's estimates that dividends will exceed internally generated cash for the next 2 to 3 years following the planned REIT conversion. The ratings for Equinix's debt instruments comprise the overall probability of default of the company, to which Moody's assigns a PDR of Ba3-PD, individual family loss given default assessments and the composition of the debt instruments in the capital structure. The senior unsecured notes are rated B1 (LGD4), one notch below the CFR given their junior position in the debt capital structure. The stable outlook reflects Moody's expectation that leverage will remain in the low to mid 4x range (Moody's adjusted) and the company will maintain good liquidity as it manages the cash flow demands of its high growth business and its high dividend payout. Moody's could raise Equinix' ratings if the company generates positive free cash flow and Moody's adjusted leverage trends comfortably below 4x, both on a sustainable basis. The ratings could be lowered if liquidity were to become strained, if industry pricing were to deteriorate due to competitive pressure or leverage were to approach 5x (Moody's adjusted). Headquartered in Redwood City, CA, Equinix, Inc. ("Equinix" or the "company") is the largest publicly traded carrier-neutral data center hosting provider in the world with operations in 32 markets across the Americas, EMEA and Asia-Pacific. The principal methodology used in these ratings was Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. EXTERRAN PARTNERS: Moody's Affirms Ba3 Corporate Family Rating -------------------------------------------------------------- Moody's Investors Service affirmed Exterran Partners, L.P.'s (EXLP) ratings including its Ba3 Corporate Family Rating (CFR), B1 senior unsecured notes rating and SGL-3 Speculative Grade Liquidity. The outlook remains stable. The affirmation of the ratings follows the announcement by its parent, Exterran Holdings, Inc. (EXH) that it plans to separate its international services and global natural gas compression fabrication businesses into a new publicly traded company ("Spinco"). EXH ("Remainco") will become a pure play U.S. natural gas compression services business that will continue to own the general partner and certain limited partner interests of EXLP. "The affirmation of EXLP's ratings reflects the fact that the assets and debt of EXLP will be unaffected by its parent's spinoff of assets," said Terry Marshall, Moody's Senior Vice President. "EXH will own US contract compression assets that Moody's expect to eventually be dropped down into EXLP, as well as the US aftermarket services business that is not currently eligible to be dropped down into EXLP." Outlook Actions: Issuer: Exterran Partners, L.P. Outlook, Remains Stable Affirmations: Issuer: Exterran Partners, L.P. Probability of Default Rating, Affirmed Ba3-PD Speculative Grade Liquidity Rating, Affirmed SGL-3 Corporate Family Rating, Affirmed Ba3 Senior Unsecured Regular Bond/Debenture, Affirmed B1(LGD5) Ratings Rationale EXLP's Ba3 CFR is supported by its leading market position in the US natural gas contract compression business, with fee-based revenues, and visible growth opportunities driven by the expected drop down of US compression assets from EXH and the continued expansion of the natural gas compression market. The rating also reflects reasonable 2015 leverage when EXLP will benefit from a full year of EBITDA contribution from its MidCon acquisition closed in April and August 2014, and Moody's expectation that drop downs and acquisitions will be funded over time with about 60% EXLP equity. Moody's expect that EXLP will meet its targeted leverage and distribution coverage without reliance on cost caps from EXH, which expire on December 31, 2014. The CFR is restrained by the structural risks inherent in the MLP business model characterized by an acquisitive growth strategy and significant distribution pay-outs. EXLP's SGL-3 Speculative Grade Liquidity rating reflects adequate liquidity through the third quarter of 2015. Operating cash flow through this period should cover expected distributions of $160 million and maintenance capital of $60 million while the available revolver at September 30, 2014 of $270 million will cover negative free cash flow of about $200 million. EXLP's senior secured revolving credit facility matures in May 2018 and is subject to financial covenants, which EXLP should remain in compliance with through 2015. EXLP has limited other sources of liquidity, given that its assets are fully encumbered. EXLP's two $350 million senior unsecured notes are rated B1, one notch below the Ba3 CFR, reflective of their junior position relative to the $650 million senior secured revolving credit facility and $150 million senior secured term loan facility. EXLP's ratings could be considered for an upgrade upon proving its ability to manage leverage below 4.0x on a sustained basis and maintaining distribution coverage above 1.2x. EXLP's ratings could be downgraded should leverage appear poised to exceed 5.0x on a sustained basis or if distribution coverage appears likely to fall below 1.0x for an extended period of time. Exterran Partners, L.P. compresses natural gas within pipeline systems in the U.S., and is headquartered in Houston, Texas. The principal methodology used in these ratings was Global Oilfield Services Rating Methodology published in December 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. FINJAN HOLDINGS: Appoints Chief Financial Officer ------------------------------------------------- Finjan Holdings, Inc., appointed Michael D. Noonan as its chief financial officer and treasurer on Nov. 11, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Noonan, age 56, has served as the Company's vice president, finance since Oct. 27, 2014. Previously, Mr. Noonan served as the chief financial officer of Sky Petroleum Inc., an international oil and gas exploration and development company, from 2005 until September 2013, and served as a member of Sky Petroleum's board of directors from 2005 until April 2014. Mr. Noonan served as a senior director in the finance department for Forgent Networks, an intellectual property company, from 2002 to 2005, where he was responsible for investor relations, human resources and mergers and acquisitions. Prior to Forgent, Mr. Noonan worked for Pierpont Communications, an investor and public relations firm, where he was a senior vice president. Mr. Noonan has also served as director of investor relations and corporate communications at Integrated Electrical Services, an electrical services company, and manager of investor relations and public affairs for Sterling Chemicals, a manufacturer of commodity petro-chemicals. Since 2012 Mr. Noonan also has been serving as a director of Experience Art & Design, Inc. and founded IR Smartt, Inc., a private company focused on social media for investor relations. Mr. Noonan received a BBA in Business Administration and Economics from Simon Fraser University in British Columbia, Canada; an MBA from Athabasca University in Alberta, Canada; and an Executive JD from Concord School of Law in Los Angeles, California. In connection with Mr. Noonan's appointment as chief financial officer and treasurer, the Company and Mr. Noonan entered into an Amended and Restated Employment Agreement, dated Nov. 11, 2014. The Employment Agreement provides for a base salary of $250,000 per year, subject to adjustment. During the term of the Employment Agreement, Mr. Noonan will also be eligible to receive an annual bonus in the amount of $75,000, subject to adjustment on an annual basis, based upon his individual performance and the overall progress of the Company. Mr. Noonan will also be eligible to participate in the Company's 2014 Incentive Compensation and benefit plans. Prior to Mr. Noonan's appointment to chief financial officer, on Oct. 27, 2014, the Company awarded Mr. Noonan 130,000 shares of restricted stock units, in his capacity as vice president, finance. The RSUs are scheduled to vest over a three-year period, with one third vesting on the first anniversary of the Grant Date, and an additional 8.33% of the RSUs vesting every three calendar months thereafter until fully vested. The RSUs were awarded pursuant to the 2014 Plan and an award agreement thereunder. Mr. Noonan's employment may be terminated at any time and for any reason upon at least 30 days advance written notice of that termination. Shimon Steinmetz ceased serving as the Company's chief financial officer and treasurer upon the appointment of Mr. Noonan. Mr. Steinmetz will continue to work with the Company on a transitional basis in accordance with his current employment agreement. About Finjan Finjan, formerly known as Converted Organics, is a leading online security and technology company which owns a portfolio of patents, related to software that proactively detects malicious code and thereby protects end-users from identity and data theft, spyware, malware, phishing, trojans and other online threats. Founded in 1997, Finjan is one of the first companies to develop and patent technology and software that is capable of detecting previously unknown and emerging threats on a real-time, behavior-based basis, in contrast to signature-based methods of intercepting only known threats to computers, which were previously standard in the online security industry. Finjan Holdings reported a net loss of $6.07 million in 2013 following net income of $50.98 million in 2012. The Company reported a net loss of $2 million on $175,000 of revenues for the three months ended March 31, 2014. The Company's balance sheet at June 30, 2014, showed $24.51 million in total assets, $2.05 million in total liabilities and $22.46 million in total stockholders' equity. FIRST DATA: Incurs $234.6 Million Net Loss in Third Quarter ----------------------------------------------------------- First Data Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss attributable to the Corporation of $234.6 million on $2.79 billion of total revenues for the three months ended Sept. 30, 2014, compared to a net loss attributable to the Corporation of $219 million on $2.71 billion of total revenues for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss attributable to the Corporation of $470 million on $8.26 billion of total revenues compared to a net loss attributable to the Corporation of $746 million on $8.01 billion of total revenues for the same period during the prior year. The balance sheet at Sept. 30, 2014, showed $34.0 billion in total assets, $30.84 billion in total liabilities, $69.7 million in redeemable noncontrolling interest and $3.07 billion in total equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/zV4VxN About First Data Based in Atlanta, Georgia, First Data Corporation provides commerce and payment solutions for financial institutions, merchants, and other organizations worldwide. First Data reported a net loss attributable to the Company of $869.1 million in 2013, a net loss attributable to the Company of $700.9 million in 2012 and a net loss attributable to the Company of $516.1 million in 2011. * * * The Company carries a 'B3' corporate family rating, with a stable outlook, from Moody's Investors Service, a 'B' corporate credit rating, with stable outlook, from Standard & Poor's, and a 'B' long-term issuer default rating from Fitch Ratings. FLYING W SNOWMASS: Files for Ch 11 to Ward Off Foreclosure Sale --------------------------------------------------------------- Flying W Snowmass, LLC, filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 14-24969) on Nov. 4, 2014, disclosing $5.01 million in total assets and $4.06 million in total liabilities. The petition lists two banks as being owed a combined $3.46 million in outstanding mortgage loans, with Deutsche Bank owed $3.2 million of that sum. "A public trustee foreclosure sale on the Debtor's rental house was scheduled for Nov. 5, 2014. The case appears to have been filed to stay that sale," Rick Carroll at The Aspen Times quoted Leo Weiss, the attorney for the U.S. Bankruptcy Trustee Patrick Layng, as saying. The report adds that Aronowitz & Mecklenburg LLP is the Denver law firm pursuing the foreclosure action. Aspen Times relates that the Debtor filed a motion seeking court approval on a payment plan for its attorneys, who could end up billing more than $5,000 monthly if litigation ensues. Jeffrey Weinman, Esq., at Weinman & Associates, P.C., serves as the Debtor's bankruptcy counsel. According to Aspen Times, the U.S. Trustee contended that the Debtor's rental income combined with $16,000 in property taxes and a minimum interest payment of $36,000 on its mortgage debt "suggest that the Debtor must propose a viable plan of reorganization promptly in the case and that it lacks the cash to engage in litigation at the disclosed rate of $5,000 a month." The Debtor says in its bankruptcy petition that its "rental/investment property" has drawn $41,624 so far this year in rental income as well as $41,992 in 2013. While the Debtor's bankruptcy petition claims that the property is worth $5 million, the Pitkin County Assessor's Office valued the property at $2,655,700. Judge Sidney B. Brooks presides over the case. About Flying W Snowmass Snowmass, Colorado-based Flying W Snowmass, LLC, is owned by P. Mark Weida, the treasurer, director and president of Leading Edge Motorsports in Las Vegas. FOREST OIL: Reaches Settlement in Consolidated New York Suit ------------------------------------------------------------ As disclosed in Forest Oil Corporation's definitive proxy statement/prospectus dated Oct. 20, 2014, under the heading "Litigation Relating to the Combination Transaction," seven actions have been filed by putative stockholders of Forest Oil challenging the proposed combination of Forest and Sabine Oil & Gas LLC's businesses, six in the Supreme Court of the State of New York and one in the United States District Court for the District of Colorado. The New York cases have been consolidated under the caption In re Forest Oil Corporation Shareholder Litigation, Index No. 651418/2014 and the Colorado case has been captioned as Olinatz v. Forest Oil Corp., et al., Case No. 1:14-cv-01409. On Nov. 11, 2014, the defendants reached an agreement in principle with plaintiffs in the New York Action regarding a settlement of that action (which will also resolve the Colorado Action), and that agreement is reflected in a memorandum of understanding. In connection with the settlement contemplated by the memorandum of understanding, Forest agreed to make certain additional disclosures related to the proposed transaction with Sabine, and Sabine agreed that, within 120 days after the closing of the proposed combination transaction, Sabine Investor Holdings LLC will designate for a period of no less than three years at least one additional independent director. The total number of Sabine Nominees will remain unchanged, but at least one of the remaining two Sabine Nominees that have not yet been determined will be independent. The memorandum of understanding contemplates that the parties will enter into a stipulation of settlement. The stipulation of settlement will be subject to customary conditions, including court approval. In the event that the parties enter into a stipulation of settlement, a hearing will be scheduled at which the New York Court will consider the fairness, reasonableness, and adequacy of the settlement. If the settlement is finally approved by the court, it will resolve and release all claims in all actions that were or could have been brought challenging any aspect of the proposed combination transaction, the Amended and Restated Agreement and Plan of Merger, the merger agreement originally entered into by Sabine Investor Holdings, Forest, New Forest Oil Inc. and certain of their affiliated entities on May 5, 2014, any disclosure made in connection therewith, including in the Definitive Proxy Statement/Prospectus, and all other matters that were the subject of the complaint in the New York Action, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. In addition, in connection with the settlement, the parties contemplate that they will negotiate in good faith regarding the amount of attorneys' fees and expenses that will be paid to plaintiffs' counsel in connection with the Actions. A full-text copy of the Form 8-K disclosure is available at: http://is.gd/ZEks6F About Forest Oil Forest Oil is an independent oil and gas company engaged in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs") primarily in North America. As of June 30, 2014, Forest Oil had $997 million in total assets, $1.04 billion in total liabilities, and a $45.6 million total shareholders' deficit. "The Company obtained amendments to the credit facility as recently as September 2013 and March 2014 in order to avoid breaching the debt to EBITDA covenant. Forest believes that it could seek, and the lenders under the credit facility would provide, another amendment, or a waiver, of the covenant. Failing an amendment or waiver, Forest believes it could sell assets to avoid breaching the financial covenant. Alternatively, Forest could obtain a new credit facility or other sources of financing. Forest may yet undertake some or all of these actions prior to year end, if necessary, though there is no assurance Forest could complete any such actions as each involves factors that are outside its control. However, inasmuch as Forest has not obtained a waiver or amendment to the credit facility, or pursued any of the other alternatives, there presently exists substantial doubt as to Forest's ability to continue as a going concern through December 31, 2014," the Company said in the quarterly report for the period ended June 30, 2014. "As of September 30, 2014, we had approximately $13 million outstanding under the Credit Facility and $800 million in principal amount outstanding under the notes. The immediate acceleration of debt maturities of this magnitude likely would result in our bankruptcy or other restructuring," the Company added. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. FOREST OIL: To Sell Arkoma Natural Gas Properties for $185-Mil. --------------------------------------------------------------- Forest Oil Corporation has entered into a definitive agreement to sell its natural gas properties located in the Arkoma Basin for after-tax cash proceeds of approximately $185 million. The transaction is expected to close on or before Dec. 15, 2014, with an economic effective date of Oct. 1, 2014, and is subject to customary closing conditions and post-closing purchase price adjustments. The properties produced 22 MMcfe/d (100% natural gas) during the third quarter of 2014, had estimated proved reserves of 159 Bcfe (100% natural gas) as of Dec. 31, 2013, and generated approximately $23 million of lease-level income during the past twelve months ended Sept. 30, 2014 (when NYMEX Henry Hub pricing averaged $4.27 per Mcf). The Arkoma Basin transaction is not related to Forest's pending business combination with Sabine Oil & Gas LLC, and Sabine has given its consent to the sale of Forest's Arkoma Basin assets. As previously announced, Forest has scheduled the special meeting of shareholders for Nov. 20, 2014, to consider and vote on the proposed combination with Sabine. Forest shareholders of record at the close of business on Oct. 3, 2014, the record date, are entitled to vote at the Forest special meeting. A definitive proxy statement was sent to Forest shareholders on or around Oct. 20, 2014. Closing of the transaction is also subject to other closing conditions. If approved, Forest anticipates the transaction to close in 2014. A full-text copy of the Purchase and Sale is available at: http://is.gd/KgVT2n About Forest Oil Forest Oil is an independent oil and gas company engaged in the acquisition, exploration, development, and production of oil, natural gas, and natural gas liquids ("NGLs") primarily in North America. Ernst & Young LLP, in Denver, Colorado, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent accounting firm noted that the Company has determined that it expects to fail a financial covenant in its Credit Facility sometime prior to the end of 2014, which could result in the acceleration of all borrowings thereunder and the Company's senior unsecured notes due 2019 and 2020. This raises substantial doubt about the Company's ability to continue as a going concern. The Company's balance sheet at Sept. 30, 2014, the Company had $927.48 million in total assets, $1.07 billion in total liabilities and a $148.03 million total shareholders' deficit. * * * As reported by the TCR on Aug. 25, 2014, Standard & Poor's Ratings Services said that its 'B-' corporate credit rating and its other ratings on Denver-based Forest Oil Corp. remain on CreditWatch with positive implications, pending the close of a merger transaction with Sabine Oil & Gas LLC. FREESEAS INC: Annual Meeting of Shareholders Set for Dec. 18 ------------------------------------------------------------ The 2014 Annual Meeting of Shareholders of FreeSeas Inc. will be held on Dec. 18, 2014, at the principal executive offices of FreeSeas Inc. at 10, Eleftheriou Venizelou Street (Panepistimiou Ave.) 106 71, Athens, Greece, at 17:00 Greek time/10:00 am Eastern Standard Time. The purposes of the Annual Meeting are as follows: 1. To elect 2 directors of the Company to serve until the 2017 Annual Meeting of Shareholders; 2. To consider and vote upon a proposal to ratify the appointment of RBSM LLP, as the Company's independent registered public accounting firm for the fiscal year ending Dec. 31, 2014; 3. To grant discretionary authority to the Company's board of directors to (A) amend the Amended and Restated Articles of Incorporation of the Company to effect one or more consolidations of the issued and outstanding shares of common stock, pursuant to which the shares of common stock would be combined and reclassified into one share of common stock ratios within the range from 1-for-2 up to 1-for-10 and (B) determine whether to arrange for the disposition of fractional interests by shareholder entitled thereto, to pay in cash the fair value of fractions of a share of common stock as of the time when those entitled to receive those fractions are determined, or to entitle shareholder to receive from the Company's transfer agent, in lieu of any fractional share, the number of shares of common stock rounded up to the next whole number, provided that, (X) that the Company will not effect Reverse Stock Splits that, in the aggregate, exceeds 1-for-15, and (Y) any Reverse Stock Split is completed no later than the first anniversary of the date of the Annual Meeting; 4. To approve an amendment to the Amended and Restated Articles of Incorporation of the Company to increase the Company's authorized shares of common stock from 250,000,000 to 750,000,000; and 5. To transact such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof. The Company's Board of Directors has fixed the close of business on Nov. 14, 2014, as the record date for determining those shareholders entitled to notice of, and to vote at, the Annual Meeting and any adjournments or postponements thereof. About FreeSeas Inc. Headquartered in Athens, Greece, FreeSeas Inc., formerly known as Adventure Holdings S.A., was incorporated in the Marshall Islands on April 23, 2004, for the purpose of being the ultimate holding company of ship-owning companies. The management of FreeSeas' vessels is performed by Free Bulkers S.A., a Marshall Islands company that is controlled by Ion G. Varouxakis, the Company's Chairman, President and CEO, and one of the Company's principal shareholders. The Company's fleet consists of six Handysize vessels and one Handymax vessel that carry a variety of drybulk commodities, including iron ore, grain and coal, which are referred to as "major bulks," as well as bauxite, phosphate, fertilizers, steel products, cement, sugar and rice, or "minor bulks." As of Oct. 12, 2012, the aggregate dwt of the Company's operational fleet is approximately 197,200 dwt and the average age of its fleet is 15 years. FreeSeas Inc. reported a net loss of $48.70 million in 2013, a net loss of $30.88 million in 2012 and a net loss of $88.19 million in 2011. The Company's balance sheet at March 31, 2014, showed $79.78 million in total assets, $77.41 million in total liabilities, all current, and $2.37 million in total shareholders' equity. RBSM LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring operating losses and has a working capital deficiency. In addition, the Company has failed to meet scheduled payment obligations under its loan facilities and has not complied with certain covenants included in its loan agreements. Furthermore, the vast majority of the Company's assets are considered to be highly illiquid and if the Company were forced to liquidate, the amount realized by the Company could be substantially lower that the carrying value of these assets. These conditions among others raise substantial doubt about the Company's ability to continue as a going concern. GEOMET INC: Incurs $2 Million Net Loss in Third Quarter ------------------------------------------------------- GeoMet, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $2.03 million for the three months ended Sept. 30, 2014, compared with a net loss available to common stockholders of $1.04 million for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported net income available to common stockholders of $55.28 million compared to net income available to common stockholders of $32.09 million for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $24.4 million in total assets, $1.06 million in total liabilities, $47.3 million in series A convertible redeemable preferred stock, and a $23.9 million total stockholders' deficit. At Sept. 30, 2014, the Company's remaining balance of cash totaled approximately $24 million. These funds continue to be held by the Company and used for normal working capital and operating expense purposes while the Company evaluates its next steps. A full-text copy of the Form 10-Q is available for free at: http://is.gd/kJsUQ7 About Geomet Inc. Houston, Texas-based GeoMet, Inc., is an independent energy company primarily engaged in the exploration for and development and production of natural gas from coal seams (coalbed methane) and non-conventional shallow gas. Its principal operations and producing properties are located in the Cahaba and Black Warrior Basins in Alabama and the central Appalachian Basin in Virginia and West Virginia. It also owns additional coalbed methane and oil and gas development rights, principally in Alabama, Virginia, West Virginia, and British Columbia. As of March 31, 2012, it owns a total of 192,000 net acres of coalbed methane and oil and gas development rights. Hein & Associates 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 suffered recurring losses from operations and has a net working capital deficiency that raise substantial doubt about the Company's ability to continue as a going concern. GMG CAPITAL: US Trustee Has Issues With Plan Releases ----------------------------------------------------- William K. Harrington, the United States Trustee for Region 2, filed an objection to the motion of GMG Capital Partners III, L.P. and GMG Capital Partners III Companion Fund, L.P., seeking approval of the disclosure statement that describes their joint chapter 11 plan of reorganization. The U.S. Trustee said that the Disclosure Statement should not be approved unless and until the Debtors set forth their legal justification for providing non-debtor third party releases, exculpations, limitations on liability and injunctions consistent with the Second Circuit's decisions in In re Johns-Manville Corp., 517 F.3d 52 (2d Cir. 2008) ("Manville II"), vacated & remanded on other grounds, 557 U.S. 137 (2009), aff'g in part & rev'g in part, 600 F.3d 135 (2d Cir. 2010) ("Manville III") and Deutsche Bank AG v. Metromedia Fiber Network, Inc. (In re Metromedia Fiber Network, Inc.), 416 F. 3d 136, 141 (2d Cir. 2005). About GMG Capital Partners GMG Capital Partners III, L.P., and GMG Capital Partners III Companion Fund, L.P., sought Chapter 11 protection (Bankr. S.D.N.Y. Case No. 13-12937 and 13-12939) in Manhattan on Sept. 10, 2013. The Debtors' assets consist of their venture capital investments -- equity securities in three entities -- and accounts receivable in the form of unpaid fees due from certain of their limited partners. The Debtors' operations are largely managed in Manhattan through JDJ Management, LLC. JDJ is controlled by the same principals as is the general partner. GMG Capital Partners III disclosed $21,696,757 in assets and $7,877,498 in liabilities as of the Chapter 11 filing. Judge Stuart M. Bernstein oversees the Debtor's case. Olshan Frome Wolosky LLP represents the Debtor its Chapter 11 Bankruptcy Case. GREAT WOLF: Moody's Changes Rating on $630MM Loans to B3 -------------------------------------------------------- Moody's Investors Service changed the first lien term loan rating and senior secured revolving credit facility rating of Great Wolf Resorts Holdings, Inc. to B3 from B2. The B3 Corporate Family Rating and B3-PD Probability of Default Rating were affirmed. The rating outlook remains stable. The revision in the first lien and revolving credit facility ratings is a result of Great Wolf increasing the size of the first lien term loan add-on to $214 million from $150 million while eliminating the proposed $120 million second lien term loan. The B3 rating on the first lien bank credit facilities is at the same level as Great Wolf's B3 Corporate Family Rating. The B3 rating on the first lien bank credit facilities acknowledges their size as the vast majority of the capital structure and their position as senior secured first lien debt which places them ahead of the unsecured liabilities in the capital structure. The following ratings are changed and are subject to receipt and review of final documentation: $100 million guaranteed senior secured revolver due August 2018 to B3, LGD 3 from B2, LGD 3 $530 million (originally $320 million) first lien guaranteed senior secured term loan due July 2020 at B3, LGD 3 from B2, LGD 3 The following ratings are affirmed: Corporate Family Rating at B3 Probability of Default Rating at B3-PD The following rating is withdrawn: $120 million second lien guaranteed senior secured term loan due November 2021 at Caa2, LGD 5 Ratings Rationale A portion of the proceeds from the proposed $214 million of first lien senior secured term loan add-on will be used to repay Great Wolf's $60 million Traverse City and Kansas City mortgage loan, while the remainder will be used to finance a $150 million dividend to Great Wolf's ultimate financial sponsor owner, Apollo Global Management. Moody's estimates that the incremental debt will increase pro forma debt to EBITDA to 7.0 times from 5.4 times for the twelve months ended June 30, 2014. The affirmation of the B3 Corporate Family Rating acknowledges that although Great Wolf's leverage will increase, Moody's expects that the increase will be temporary given the company's ability to leverage cost saving initiatives and use free cash flow to repay debt. Furthermore, the affirmation acknowledges Moody's expectation that leverage will remain in line with the B3 Corporate Family Rating going forward. Barring any further debt financed dividends, leverage will moderately improve as a result of earnings growth from new and existing properties, as well as debt repayments. The B3 CFR reflects Great Wolf's high leverage, modest coverage, small scale, earnings concentration by property, limited diversification, and high operating leverage given its fixed cost base. The ratings also reflect Great Wolf's improved operating performance as well as its solid brand recognition, continued focus on cost reduction, good asset value relative to funded debt levels, and good liquidity. The stable outlook reflects Moody's view that Great Wolf's overall operating performance should continue to improve through cost saving initiatives and added earnings from the New England property. However, positive ratings momentum was curtailed by the increase in leverage following the debt financed dividend issued to the company's financial sponsor. Factors that could result in a higher rating include a sustained improvement in operating metrics and cost structure at existing resorts and the addition of new resort properties and management agreements that generate stronger earnings and debt protection metrics. Specifically, an upgrade would require debt to EBITDA of under 5.25 times and EBITDA minus capital expenditures to gross interest above 2.25 times on a sustained basis. A higher rating would also require good liquidity. Factors that could result in negative ratings pressure include a deterioration in operating metrics or inability to reduce costs at existing resort properties or the absence of new revenue sources through new management agreements or resort properties that caused a sustained deterioration in credit metrics or liquidity. Specifically, a downgrade could occur if debt to EBITDA remains above 6.5 times and EBITDA less capital expenditures below 1.5 times over the next twelve to eighteen months. Great Wolf Resorts Holdings, Inc. owns, operates, and/or manages hotel resort properties specializing in in-door water parks. Annual revenues are approximately $325 million. Great Wolf is owned by affiliates of Apollo Management VII, LP. The principal methodology used in these ratings was Global Lodging & Cruise Industry Rating Methodology published in December 2010. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. GREEN BRICK: Reports 2014 Third Quarter Results for JBGL -------------------------------------------------------- Green Brick Partners, Inc., announced that on Nov. 14, 2014, Green Brick filed a current report on Form 8-K with the Securities and Exchange Commission which included financial results for JBGL Builder Finance LLC and certain subsidiaries of JBGL Capital, LP, for the period ended Sept. 30, 2014. Green Brick consummated its acquisition of JBGL on Oct. 27, 2014. Key financial items for JBGL for the third quarter ended Sept. 30, 2014 include: * For the three months ended Sept. 30, 2014, JBGL had revenue of $49,675,603, gross profit of $15,023,495, and earnings before interest, taxes, depreciation and amortization attributable to controlling interest of $4,077,146. This compares to revenue of $67,155,659, gross profit of $20,846,848 and EBITDA attributable to controlling interest of $10,072,875 during the comparable period of 2013. * For the nine months ended Sept. 30, 2014, JBGL had revenue of $178,527,949, gross profit of $47,355,015 and EBITDA attributable to controlling interest of $19,980,188. This compares to revenue of $146,626,751, gross profit of $42,336,627 and EBITDA attributable to controlling interest of $24,149,321 during the comparable period of 2013. * As of Sept. 30, 2014, JBGL's backlog was 242 homes valued at $81,335,589, a 15.9% increase in backlog value as compared to Sept. 30, 2013. The average sale price of homes in backlog was $336,097, a 10.2% increase as compared to the third quarter of 2013. The Company's builder operations revenue declined from $60,797,401 during the three months ended Sept. 30, 2013, to $39,900,428 for the three months ended Sept. 30, 2014, and gross profit declined from $19,289,710 to $12,668,589 for the same periods. There were several reasons for the sales slowdown in the third quarter ended Sept. 30, 2014: * During the first half of 2013 we had a large amount of completed inventory within our best selling neighborhoods which resulted in an unseasonably large volume of closings during the third quarter of 2013. * In addition, two of the Company's bestselling neighborhoods in Atlanta closed out either before or during the third quarter of 2014, which resulted in less available inventory for sale from those neighborhoods during the quarter. The Company anticipates opening new neighborhoods in 2015 that the Company believes will replace revenue from these two sold-out neighborhoods. * Due to a labor shortage, the time to build and close a home increased which pushed back the availability of certain of its home inventory for sale from the third to the fourth quarter of 2014. The Company also expects this increase in its building cycle to push back certain closings that the Company expected in the fourth quarter of 2014 to early 2015. JBGL's land development operations revenue and gross profit increased during the three months ended Sept. 30, 2014, to $9,775,175 and $2,354,906, respectively, compared to $6,358,258 and $1,557,138, for the three months ended Sept. 30, 2013, respectively, primarily from an increase in finished inventory lots delivered to 100 for the three months ended Sept. 30, 2014, from 72 for the three months ended Sept. 30, 2013, and an increase in the average sales price per lot of $97,752 per lot for the three months ended Sept. 30, 2014, from $88,309 per lot for the three months ended Sept. 30, 2013. "While this quarter's results were slightly lower than we hoped for, we expect to resume revenue and earnings growth next quarter," stated James R. Brickman, Green Brick's chief executive officer. "On Thursday, we will have our first public conference call, where we will introduce our strategy, and describe our strong market position including details on our two largest neighborhoods that will begin generating revenue for the first time after two years of planning and development and approximately $75 million of investment." About Green Brick Denver, Colo.-based BioFuel Energy Corp., now known as Green Brick Partners, Inc., is an ethanol producer in the United States. 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 Sept. 30, 2014, the Company had $8.83 million in total assets, $2.07 million in total liabilities, all current, and $6.75 million in total equity. HAAS ENVIRONMENTAL: UST Balks at Disclosure Statement ----------------------------------------------------- Roberta A. Deangelis, U.S. Trustee for Region 3, objected to the adequacy of information in the Disclosure Statement explaining Haas Environmental, Inc.'s First Amended Plan of Reorganization. According to the U.S. Trustee, the Plan may not be confirmable as a matter of law. The Debtor sets forth that it intends to fund the Plan from these sources: (i) cash on hand on the Effective Date; (ii) funds held in escrow by Sherman Silverstein prior to the Effective Date; (iii) the contributions from Haas or other insiders; (iv) net proceeds of the sale of inventory; (v) net proceeds of the sale of the Steubenville Property; (v) net proceeds from the sale of the Glen Dale Property; and (vi) proceeds from certain causes of action. Pursuant to a Plan Settlement, which has not yet been documented, the Debtor, Eugene Haas and other insiders will make payments to a Plan Administrator. However, the Disclosure Statement is silent as to the identities of the other insiders. In addition, the Disclosure Statement is silent as to the amounts to be paid by Haas and the other insiders and their abilities to fund the payments under the Plan. Another source of Plan funding involves the sale of real estate owned by the Debtor and by Haas. The Debtor provides that the sale of the Steubenville Property would net $240,000 and the sale of the Glen Dale Property would net $110,000. However, the Plan is silent as to the time frame to sell these properties. Pursuant to the Disclosure Statement, it is unclear whether the Plan Administrator Agreement will be executed pre-confirmation or post-confirmation. The Trustee asserts that the Debtor must be required to include the Plan Administrator Agreement as an attachment to the DS, which will allow all parties to understand the duties of the Plan Administrator. In a separate filing, Santander Bank, N.A., formerly known as Sovereign Bank, N.A., also objected to the Debtor's Amended Disclosure Statement stating that it failed to to provide adequate disclosure concerning: i) the Santander Judgment and its impact on the Debtor's reorganization efforts; ii) the Debtor's identification and proposed treatment of the Santander Collateral; iii) the value of the Debtor's property -- including the Santander Collateral -- to be used by the reorganized Debtor post- bankruptcy; iv) the identity and value of the property of certain third parties, including the Debtor's principal, on which Santander could levy in order to satisfy the Santander Judgment, and which, unexplainably, is also to be used by the Debtor to fund the Amended Plan; and v) the method or analysis by which Debtor seeks to reduce the Santander Secured Debt to $125,000. As set forth in the original Santander objection, as of June 24, 2014, the Debtor owes Santander $817,946, exclusive of attorneys' fees and other costs. As reported in the Troubled Company Reporter on Oct. 27, 2014, Cummings Land and Development Company filed an objection to the Debtor's Amended Plan and Disclosure Statement. The Disclosure Statement does not provide sufficient information necessary for Cummings to consider and evaluate the Plan, Richard M. Schlaifer, Esq., at Earp Cohn, P.C., in Cherry Hill, New Jersey -- Rschlaifer@earpcohn.com -- tells the Court. He asserted that the Disclosure Statement appears to be incomplete in material parts and sections. He added that the Plan and Disclosure Statement were not properly or timely noticed to the creditors. The Plan As reported in the TCR on Oct. 27, 2014, the Debtor filed its Disclosure Statement explaining its First Amended Plan. Under the Plan, the Debtor seeks to reorganize and continue operations. The Debtor seeks to accomplish payments under the Plan by providing payments to Creditors from cash on hand on the Effective Date, the contributions from Eugene Haas, the Debtor's president, and other insiders, and ongoing operations. The Effective Date of the proposed Plan is the later of: (a) 14 days after entry of the Confirmation Order; (b) the date the initial payment under the Plan Settlement is deposited with Sherman Silverstein (which deposit will be made within 14 days of Mr. Haas receiving funds from leasing oil and gas rights to his property in Bradford, Pennsylvania); and (c) the date the Plan Administrator executes the Plan Administrator Agreement (which date will not be more than 14 days after satisfaction of (a) and (b)). Claims and Interests The Plan classifies Claims and Equity Interests in various classes. The Unclassified Claims consists of Administrative Expenses and Fees, and Priority Tax Claims. The Secured Claims are: * Class 1 - Peoples Claims; * Class 2 - CCG Claims; * Class 3 - Wells Fargo Claims; * Class 4 - Santander Claims; * Class 5 - Ford Claims; and * Class 6 - Liberty Bell Claims. The Priority Non-Tax Claims are classified under Class 7, which Claims are owed pursuant to the NLRB Settlement totaling $6,090. The Class 8 Unsecured Claims include trade debt and other general Unsecured Claims, excluding Unsecured Claims held by Mr. Haas. Class 8 Claims are estimated at $2.9 million after objections to Claims. Pursuant to the Plan Settlement, in exchange for the New Value Contribution, Class 9 Equity Interests Holders will retain the Class 9 Equity Interests. Payments Under the Plan The Debtor will fund its ongoing operations and all payments to holders of Class 1 - 5 claims from funds in its possession on the Effective Date and after the Effective Date. Payments to Class 6 will be made by Mr. Haas from his personal funds. Payments on account of Allowed Professional Claims will be made from the net proceeds of the sale of the Inventory and from the Plan Payment Fund. Payments on account of Allowed Priority Tax Claims, Allowed Class 7 Claims will be made from the Plan Payment Fund or the Debtor's operations. The Plan Payment Fund will be initially funded by funds held in escrow by Sherman Silverstein on the Effective Date, including: the Debtor's share of the net proceeds from the Auction, the net proceeds of the sale of the Steubenville Property (if that sale occurs prior to the Effective Date), the net proceeds of the sale of the Glen Dale Property (if the sale occurs prior to the Effective Date); and proceeds from any Causes of Action. Distributions from the Plan Payment Fund will be made in this order: -- Payment, in full, of all Allowed Professional Claims; -- Payment, in full, of all Allowed Priority Tax Claims; -- Payment, in full, of all Allowed Class 7 Claims; and -- Distributions to the Plan Administrator in partial payment of the Plan Settlement Amount. The Debtor or Reorganized Debtor may initiate payments to lower levels of priority so long as the Debtor or Reorganized Debtor reserves sufficient funds in the Plan Payment Fund to pay all alleged, but not yet Allowed Claims in all senior levels of priority. Post-Confirmation Management Upon the Effective Date, Allen Wilen will be deemed appointed as the Plan Administrator and will be responsible for making Distributions of funds received under the Plan Settlement to Holders of Allowed Class 8 Claims. Mr. Wilen is a partner at Eisner Amper and serves as one of the Committee's financial advisors. The Plan Administrator will also have the authority to initiate and/or conclude any objections to Class 8 Claims and pursue any Avoidance Actions whether or not discussed in the Disclosure Statement or listed in the Debtor's schedules or statements of financial affairs. The Plan Administrator will not be required to obtain a bond. Management of the Debtor's operations after the Effective Date will continue to be run by Mr. Haas as its President. The Plan Administrator will act as the Disbursing Agent for the purpose of making all Distributions to be made to Holders of Allowed Class 8 Claims. Any administrative costs or fees of the Disbursing Agent will be paid from the Plan Settlement Amount. A copy of the Amended Disclosure Statement is available for free at: http://bankrupt.com/misc/HaasEnvironmental_1stDS.pdf About Haas Environmental, Inc. Haas Environmental, Inc., an industrial cleaning company, filed a Chapter 11 petition (Bankr. D.N.J. Case No. 13-27297) on Aug. 6, 2013. Eugene Haas signed the petition as president. Judge Kathryn C. Ferguson presides over the case. The Debtor disclosed $10,127,069 in assets and $11,595,611 in liabilities as of the Chapter 11 filing. Jerrold N. Poslusny, Jr., Esq., at Cozen O'Connor, in Cherry Hill, New Jersey, serves as the Debtor's counsel. Mary E. Seymour, Esq., at Lowenstein Sandler LLP, serves as counsel for the Official Committee of Unsecured Creditors. EisnerAmper LLP serves as its financial advisor. * * * Haas Environmental filed a plan of reorganization and disclosure statement by the May 27, 2014 deadline set by the Court in its exclusivity extension order. One feature of the Plan is a so- called new value contribution from sole shareholder Eugene Haas using his personal funds in exchange for retaining his equity interest in the Debtor. Those funds will be utilized to pay for certain disbursements under the Plan. Upon the Plan effective date, Mr. Haas will be deemed appointed as the plan administrator and will be responsible for making distributions from the play payment fund under the Plan. Management of the Debtor's operations after the effective date will continue to be run by Mr. Haas as its president. Under the Plan, the unsecured creditor claims, estimated to be $3.8 million, will be paid after higher priority claims are satisfied. Holders of unsecured creditor claims are estimated to recoup 9% to 11% of the Allowed amount. HCSB FINANCIAL: Incurs $1 Million Net Loss in Third Quarter ----------------------------------------------------------- HCSB Financial Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common shareholders of $1.05 million on $4 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss of $420,000 on $4.41 million of total interest income for the three months ended Sept. 30, 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss available to common shareholders of $1.32 million on $12.26 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss available to common shareholders of $112,000 on $12.81 million of total interest income for the same period a year ago. As of Sept. 30, 2014, the Company had $433.75 million in total assets, $446.21 million in total liabilities and a $12.46 million total shareholders' deficit. At Sept. 30, 2014, the Company was categorized as "critically undercapitalized" and the Bank was categorized as "significantly undercapitalized." "Our losses over the past five years have adversely impacted our capital. As a result, we have been pursuing a plan to increase our capital ratios in order to strengthen our balance sheet and satisfy the commitments required under the Consent Order. However, if we continue to fail to meet the capital requirements in the Consent Order in a timely manner, then this would result in additional regulatory actions, which could ultimately lead to the Bank being taken into receivership by the FDIC. Our auditors have noted that the uncertainty of our ability to obtain sufficient capital raises substantial doubt about our ability to continue as a going concern." A full-text copy of the Form 10-Q is available for free at: http://is.gd/t7pFSc About HCSB Financial Loris, South Carolina-based HCSB Financial Corporation was incorporated on June 10, 1999, to become a holding company for Horry County State Bank. The Bank is a state chartered bank which commenced operations on Jan. 4, 1988. From its 13 branch locations, the Bank offers a full range of deposit services, including checking accounts, savings accounts, certificates of deposit, money market accounts, and IRAs, as well as a broad range of non-deposit investment services. During the third quarter of 2011, the Bank closed its Covenant Towers branch located at Myrtle Beach. All deposits were transferred to the Bank's Myrtle Beach branch and the Bank does not expect any disruption of service in that market for its customers. HD SUPPLY: Files Copy of Investor Presentation With SEC ------------------------------------------------------- HD Supply presented at the 2014 Baird Industrial Conference held on Nov. 12, 2014. The Presentation talked about, among other things, these topics: * Company Overview * Business Overview * Historical Financial Performance A full-text copy of the Presentation as filed with the U.S. Securities and Exchange Commission is available at: http://is.gd/hJvhPw About HD Supply HD Supply, Inc., headquartered in Atlanta, Georgia, is one of the largest North American wholesale distributors supporting residential and non-residential construction and to a lesser extent electrical consumption and repair and remodeling. HDS also provides maintenance, repair and operations services. Its businesses are organized around three segments: Infrastructure and Energy; Maintenance, Repair & Improvement; and, Specialty Construction. HDS operates through approximately 800 locations throughout the U.S. and Canada serving contractors, government entities, maintenance professionals, home builders and professional businesses. HD Supply reported a net loss of $218 million for the fiscal year ended Feb. 2, 2014, a net loss of $1.17 billion for the fiscal year ended Feb. 3, 2013, and a net loss of $543 million for the year ended Jan. 29, 2012. As of Aug. 3, 2014, HD Supply had $6.71 billion in total assets, $7.41 billion in total liabilities and a $701 million total stockholders' deficit. * * * As reported by the TCR on Jan. 11, 2013, Moody's Investors Service upgraded HD Supply, Inc.'s ("HDS") corporate family rating to B3 from Caa1 and its probability of default rating to B3 from Caa1. "This rating action results from our expectations that HDS will refinance a significant portion of its senior subordinated notes due 2015, effectively extending the remainder of its maturities by at least two years to 2017," Moody's said. HD Supply carries a 'B' corporate credit rating, with negative outlook, from Standard & Poor's Ratings Services. HDGM ADVISORY: Wants More Plan Exclusivity After Examiner Named --------------------------------------------------------------- HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investment Services, Inc., asked the Bankruptcy Court to enter an order extending the exclusive period in which they may solicit acceptances to their Joint Chapter 11 Plan of Reorganization as for a period of 60 days, to and including Jan. 16, 2015. According to the minutes of the Nov. 12 hearing, the motion has been approved. The Debtors believe that the requested extension is consistent with sound case management, and will allow management and other parties in interest, namely the Examiner and other creditor constituencies, adequate time within which to focus on the development, negotiation and documentation of a confirmable plan of reorganization and solicitation of acceptances thereof. On Sept. 17, 2014, within 120 days of the Petition Date, the Debtors filed their Joint Chapter 11 Plan of Reorganization. On Sept. 18, 2014, however, the Court authorized the appointment of an Examiner with expanded powers in the Chapter 11 cases. John Humphrey was appointed Examiner on Oct. 27, 2014. Michael W. Hile, Esq., at Katz & Korin, PC, counsel to the Debtors, explains that the Examiner "controls" several of the Claims by and against the Debtors and successful resolution of these cases will require coordination with the Examiner, at the least, and likely the Examiner's involvement and consent in asset liquidation and distribution. He says the appointment of an Examiner altered the Debtors' proposed resolution of the Chapter 11 cases as it brought forward another constituency to consider in collecting and distributing assets. On October 29, 2014, counsel for the Debtors met with Mr. Humphrey to discuss the Debtors' Plan. It was a productive meeting that made clear certain amendments to the Plan would be required, but the meeting, as anticipated, did not result in a full and final agreement respecting same. About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities as of the Chapter 11 filing. MISI disclosed $20,454,819 in assets and $12,377,542 in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., Christine K. Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. HDGM ADVISORY: Amends Liquidating Plan, Files Disclosures --------------------------------------------------------- HDGM Advisory Services, LLC, and HDG Mansur Investment Services, Inc. filed a First Amended Joint Chapter 11 Plan of Reorganization. The Debtors determined that liquidation of their assets was the preferred way to maximize the asset value. The most significant of the Debtors' assets include litigation against third parties. On the effective date of the Plan, a trustee (who will manage the liquidation of the assets) will be selected by mutual agreement by the Examiner and the Debtors According to the explanatory Disclosure Statement, secured creditors are unimpaired under the Plan. Unsecured creditors, as well as holders of interests, of MAS and MISI are impaired and entitled to vote on the Plan. A copy of the Disclosure Statement is available for free at: http://bankrupt.com/misc/HDGM_DS_Am_Plan.pdf * * * In light of discussions with the Examiner regarding changes to the Plan, the Debtors sought and obtained an order extending by 7 days to and including Nov. 10 of time in which to file the disclosure statement. About HDGM Advisory Services HDGM Advisory Services, LLC ("MAS") and HDG Mansur Investments Services, Inc. ("MISI") invest in and develop real estate around the world. They also provided management and investment services to real estate funds that were set up as an investment vehicle for religious Muslims. MISI developed Finzels Reach, a real estate development in Bristol England. MAS and MISI are directly or indirectly owned by Harold D. Garrison, who is also a debtor in possession in a separate chapter 11 case. MAS and MISI sought Chapter 11 bankruptcy protection (Bankr. S.D. Ind. Case No. 14-04797 and 14-04798) in Indianapolis, Indiana, on May 21, 2014. On May 28, 2014, the Hon. James M. Carr directed the joint administration the cases, under the lead case -- HDGM Advisory, Case No. 14-04797. MAS disclosed $20,257,001 in assets and $7,991,590 in liabilities as of the Chapter 11 filing. MISI disclosed $20,454,819 in assets and $12,377,542 in liabilities. According to a court filing, the Debtors don't have any secured creditors. The Debtors have tapped Michael W. Hile, Esq., Christine K. Jacobson, Esq., and Henry Mestetsky, Esq., at Katz & Korin PC, as counsel. An affiliate of the Debtors, Hamilton Proper Partners Golf Partnership, L.P., sought bankruptcy protection (Bankr. S.D. Ind. Case No. 14-00461) on Jan. 24, 2014. HDOS ENTERPRISES: Plan Declared Effective, Wants Case Closed ------------------------------------------------------------ HDOS Enterprises asks the Bankruptcy Court to enter a final decree closing its Chapter 11 case. According to the Debtor, the case has been fully administered. The Debtor proposes a hearing on the matter on Nov. 18, 2014, at 2:00 p.m. The Debtor notified the Court that the Effective Date of its Plan of Reorganization occurred on Oct. 24, 2014. As reported in the TCR on Oct. 30, 2014, the Court confirmed the Debtor's Combined Disclosure Statement and Plan dated Aug. 27, 2014. The Debtor is now known as BOHICA Liquidation, Inc. The Plan is confirmed pursuant to Section 1129(a) of the Bankruptcy Code. Judge Neil W. Bason found that the Plan contains adequate information for purposes of Section 1125(b) of the Bankruptcy Code. He adds that the Plan does not improperly discriminate among creditors or classes of creditors. The Court ruled that any and all executory contracts or unexpired leases (i) that have not expired by their own terms on or prior to the Effective Date, (ii) that have not been assumed, assumed and assigned, or rejected with the approval of the Court or by operation of law prior to the Effective Date are rejected effective on the Effective Date. The entry of the Confirmation Order constitutes approval of the rejections pursuant to Sections 365(a) and 1123 of the Bankruptcy Code. About Hot Dog On A Stick Established in 1946 in Southern California, Hot Dog On A Stick -- http://www.hotdogonastick.com-- is known for its fair-inspired menu of corn dogs, lemonades, and a sampling of other menu items such as cheese on a stick, hot dog in a bun, fries, and funnel cake sticks. HDOS is owned by its employees. HDOS Enterprises sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-12028) on Feb. 3, 2014. The case is assigned to Judge Neil W. Bason. The Debtor's counsel is represented by Jerome Bennett Friedman, Esq., Stephen F. Biegenzahn, Esq., and Michael D. Sobkowiak, Esq., at Friedman Law Group, P.C., in Los Angeles, California. Rust Consulting Omni Bankruptcy, a division of Rust Consulting, serves as claims, noticing and balloting agent. The Law Offices of Brian H. Cole serves as special counsel. The petition was signed by Dan Smith, president and CEO. The U.S. Trustee has appointed three members to an official committee of unsecured creditors. The Committee retained Jeffrey N. Pomerantz, Esq., at Pachulski Stang Ziehl & Jones LLP, in Los Angeles, California, as counsel. HERCULES OFFSHORE: Promotes Troy Carson to SVP and CFO ------------------------------------------------------ Hercules Offshore, Inc., has promoted Troy L. Carson to senior vice president and chief financial officer, effective Nov. 21, 2014. Mr. Carson replaces Stephen M. Butz, who resigned as the Company's executive vice president and chief financial officer effective Nov. 21, 2014, to join Rowan Companies plc as executive vice president, chief financial officer and treasurer. Mr. Carson is currently serving as senior vice president and chief accounting officer. He joined the Company as vice president and corporate controller in March 2007, was appointed to principal accounting officer in July 2008, and was named chief accounting officer in May 2010. At the same time, Craig M. Muirhead, currently serving as vice president and treasurer, has been appointed to vice president of Investor Relations and Planning, while Son P. Vann, currently serving as vice president of Investor Relations and Planning, will assume the role of vice president corporate development and treasurer. John T. Rynd, chief executive officer and president of the Company, stated, "Stephen has been with Hercules since just after its founding, and over the past 10 years has been instrumental in our expansion to one of the leading shallow water service providers worldwide. He has successfully navigated the Company's finances through some extremely challenging conditions and leaves our Company with a solid balance sheet and ample liquidity. While we will miss his contributions at Hercules, we wish him all the best in his new role at Rowan. The Board of Directors and I are confident that Troy is well-equipped to assume the role of Chief Financial Officer. I look forward to working with Troy and our finance team to maintain the strong financial foundation that we have developed over the past several years and position our Company to capitalize on future opportunities." In connection with his promotion, the Compensation Committee of the Company's Board of Directors has approved a salary increase for Mr. Carson from $312,000 to $340,000 per year, as well as an increase in his target bonus percentage from 60% to 75% of his base salary. The Compensation Committee also approved a grant of 25,000 shares of restricted stock to Mr. Carson with a grant date of Nov. 17, 2014. These shares of restricted stock vest 1/3 per year on each of the first three anniversaries of the grant date. About Hercules Offshore Hercules Offshore Inc. (NASDAQ: HERO) -- http://www.herculesoffshore.com/-- provides shallow-water drilling and marine services to the oil and natural gas exploration and production industry in the United States, Gulf of Mexico and internationally. The Company provides these services to integrated energy companies, independent oil and natural gas operators and national oil companies. The Company operates in six business segments: Domestic Offshore, International Offshore, Inland, Domestic Liftboats, International Liftboats and Delta Towing. Hercules incurred a net loss of $68.11 million in 2013, a net loss of $127 million in 2012 and a net loss of $76.12 million in 2011. As of Sept. 30, 2014, the Company had $2.19 billion in total assets, $1.42 billion in total liabilities and $767.41 million in stockholders' equity. * * * The Troubled Company Reporter said on April 11, 2013, that Moody's Investors Service upgraded Hercules Offshore, Inc.'s Corporate Family Rating to B2 from B3. Hercules' B2 CFR is supported by its improved cash flow and lower leverage on the back of increased drilling activity and higher day-rates in the Gulf of Mexico (GOM) Standard & Poor's Ratings Services revised its outlook to negative from stable on Houston-based Hercules Offshore Inc. and affirmed its 'B' corporate credit rating on the company, the TCR reported on Nov. 3, 2014. "Our ratings on Hercules reflect our assessment of the company's 'vulnerable' business risk profile and 'aggressive' financial risk profile," said Standard & Poor's credit analyst Stephen Scovotti. Rating factors include the company's participation in the highly volatile and competitive shallow-water drilling and marine services segments of the oil and gas industry, the elevated age of the company's jack-up rig fleet, S&P's expectation of moderate free cash flow over the next 12 months, and Hercules' "adequate" liquidity position. HILLCREST LODGE: Case Summary & 10 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Hillcrest Lodge, Inc. 241 Palm Avenue Babson Park, FL 33827 Case No.: 14-13562 Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Debtor's Counsel: Pierce J Guard, Jr., Esq. THE GUARD LAW GROUP, PLLC 2511 Orleans Avenue Lakeland, FL 33803 Tel: 863-619-7331 Fax: 863-619-7992 Email: jguardjr@aol.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Steven Campbell, president. A list of the Debtor's 10 largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-13562.pdf HOLDER HOSPITALITY: Closes Sharkey's Casino in Nevada ----------------------------------------------------- The Associated Press reports that The Holder Hospitality Group, LLC, temporarily closed its Sharkey's Casino in Gardnerville, Nevada. As reported by the Troubled Company Reporter on Nov. 14, 2014, Nevada Appeal reported that Sharkey's Casino was scheduled to be sold at a trustee's sale on Dec. 4, 2014. The AP relates that liens were filed against the Debtor by Kelly Steam Cleaning and the town of Gardnerville for $7,067 and for $3,352 in garbage service, respectively. The Holder Hospitality Group, LLC, owns and operates hotels and casinos that offer hospitality, lodging, entertainment, and recreations services. The Company's properties include Silver Club Hotel and Casino, Charlie Holder's Casino Restaurant and Bar, El Capitan Resort Casino, Sharkey's Casino, Truck Inn, Sundance Casino, and Model T Hotel Casino & RV Park. The Holder Hospitality was incorporated in 1992 and is based in Sparks, Nevada. According to the Nevada Appeal, casino owner Hal Holder filed for bankruptcy protection in April 2013 to avoid a sale that spring. The casino had emerged from Chapter 11 after a federal bankruptcy court in December 2013 accepted the Company's plan. HORIZON LINES: To be Acquired by Matson for $0.72 Per Share ----------------------------------------------------------- Horizon Lines, Inc., has entered into definitive agreements with each of Matson Inc. and The Pasha Group. Under the Matson agreement, Matson will acquire all outstanding shares of Horizon Lines for $0.72 per share in an all-cash transaction. The acquisition price represents a premium of approximately 89% over Horizon's closing stock price on Nov. 10, 2014. The Matson agreement has been unanimously approved by Horizon's Board of Directors and Horizon shareholders representing 55% of the fully diluted equity, which also represents 41% of the outstanding voting common stock on Nov. 11, 2014, have agreed to vote their shares in support of the transaction. Under the Pasha agreement, Pasha will acquire Horizon Lines' Hawaii trade lane business, prior to closing of the Matson agreement, for approximately $141.5 million in cash. The proceeds from the Pasha transaction will reduce Horizon Lines' debt obligations prior to closing of the Matson transaction, at which time Matson will acquire all of the outstanding shares of Horizon Lines and repay the remaining debt outstanding at closing. The Pasha agreement has been unanimously approved by Horizon's Board of Directors. As a result of the transactions, Matson, Inc., will acquire all of Horizon Lines' business operations, except for the Hawaii trade lane business. The two transactions taken together are valued at approximately $598 million on an enterprise value basis. Matson will fund its transaction from available borrowings under its bank credit facilities and existing cash on hand. Pasha will fund its transaction from a committed debt financing agreement. There are no financing conditions to either transaction. David N. Weinstein, Chairman of the Board of Directors of Horizon Lines, Inc., said, "These transactions will place our company in the hands of strong stewards with reputations for outstanding customer service. Matson has over 130 years of shipping experience and is guided by a rich history of integrity and innovation. Pasha is a third generation, family-owned business with a proud heritage of excellence and deep ties to the Hawaiian community. Both Matson and Pasha are well-positioned to serve our valued customers." Steve Rubin, president and chief executive officer of Horizon Lines, Inc., said, "Our Board and management team have been working diligently to improve Horizon Lines' financial and operational performance while continuing to provide superior service across all our trade lanes. These transactions are a direct reflection of those efforts, and will enable the proud heritage of Horizon Lines to be passed on to Matson and Pasha." Timing, Conditions and Approvals Horizon Lines expects to complete the transactions in 2015, based upon the timing of required approvals and other closing conditions. The transactions are subject to regulatory approvals, including any required notifications pursuant to the Hart-Scott-Rodino Antitrust Improvements Act of 1976, and other customary closing conditions. The transaction with Matson is conditioned upon the closing of the Pasha transaction. Additionally the Pasha transaction is conditioned upon the Matson transaction being ready to close immediately thereafter. Advisors Goldman, Sachs & Co. is serving as financial advisor to Horizon Lines, Inc. and Kirkland & Ellis LLP is serving as legal advisor. Matson to Acquire Horizon's Alaska Operations "The acquisition of Horizon's Alaska operations is a rare opportunity to substantially grow our Jones Act business," said Matt Cox, president and chief executive officer of Matson. "Horizon's Alaska business represents a natural geographic extension of our platform as a leader serving our customers in the Pacific. We expect this transaction to deliver immediate shareholder value through earnings and cash flow accretion via significant cost and operating synergies. We are also encouraged by the long-term prospects of the Alaska market, which mirrors Hawaii in many operational ways, despite different underlying economic drivers. Both markets depend on reliable, superior and timely container cargo service as part of vital supply lifelines - hallmarks of the Matson brand." Steve Rubin, president and chief executive officer of Horizon, commented, "This transaction provides value for our shareholders while upholding our financial commitments. We wish the Matson team continued success in their new Alaska trade and we look forward to working with them to close this transaction and provide a seamless transition for our customers." The Boards of Directors of both companies have unanimously approved the Transaction, and Horizon shareholders representing 55 percent of the fully diluted equity, which also represents 41 percent of the outstanding voting common stock on Nov. 11, 2014, have agreed to vote their shares in support of the Transaction. Matson will fund the Transaction from cash on hand and available borrowings under its revolving credit facility. The Transaction is expected to close in 2015 after the completion of Horizon's sale of its Hawaii Business, Horizon?s shareholder approval, and other customary closing conditions. BofA Merrill Lynch and RBC Capital Markets are serving as financial advisors to Matson and Gibson, Dunn & Crutcher LLP is serving as legal advisor. Goldman, Sachs & Co. is serving as financial advisor to Horizon Lines and Kirkland & Ellis LLP is serving as legal advisor. To Terminate Puerto Rico Operations In a separate announcement, Horizon Lines said it will cease operations and shut down its Puerto Rico domestic liner service. Horizon Lines' decision to terminate its Puerto Rico service is independent of the Pasha Group and Matson, Inc., transactions, and the Company intends to cease operations between the U.S. and Puerto Rico whether or not the transactions with The Pasha Group and Matson, Inc., are consummated. The Company said it would cease providing liner service by the end of 2014 due to continuing losses without the prospect of future profitability. Sea-Land Service, Inc., pioneered the marine container shipping industry and established Horizon Lines' business on April 26, 1956, when the vessel Ideal-X sailed from Newark, New Jersey to Houston, Texas. Sea-Land introduced container shipping to the Puerto Rico market in 1958, which Horizon Lines has continued to the present. "We have a 56-year history in the Puerto Rico trade and truly value the relationships we have established," said Steve Rubin, president and chief executive officer of Horizon Lines. "Unfortunately, a combination of factors, including uncertain prospects for the Puerto Rican economy, losses over recent years and more expected going forward, aging ships that we cannot afford to continue to maintain or replace, and upcoming large capacity additions by two other carriers has led to this difficult but prudent and necessary decision." In Puerto Rico, Horizon Lines has incurred substantial cumulative losses and negative cash flows in recent years, despite ongoing efforts to remain competitive. Horizon is currently serving the trade with two vessels built in the early 1970s that have become increasingly costly to operate and expensive to maintain. As recently as 2012, Horizon operated four vessels, but the Company had been forced to remove two vessels from the Puerto Rico service due to prolonged falling demand and the need to cut costs. As an example of the challenges this aging fleet has posed, last month the Company chose to cease operating its Horizon Discovery in the Houston to San Juan trade route and has entered into an agreement to scrap this vessel. The Horizon Discovery built in 1968, would have required substantial expense to dry-dock for maintenance as required by federal law. The two vessels Horizon Lines presently operates in the trade are both required to be dry- docked similarly during 2015 at an estimated combined cost of $16-20 million. Furthermore, other carriers are scheduled to introduce four new, efficient vessels into service that will greatly expand capacity, further burdening Horizon Lines' current, limited ability to offer ongoing service that can remain competitive. Operations of the Puerto Rico service will be curtailed in a careful and orderly manner. The Company will cease liner service for domestic customers by the end of the year, however San Juan terminal services will continue to be provided into the first quarter of 2015. The Company will work closely with customers to assist them in identifying service alternatives. The Company is expected to incur restructuring charges between $90 million to $100 million related to terminating its Puerto Rico operations. These charges include the cost of employee severance and termination benefits of $35 million to $45 million and costs of $55 million primarily related to equipment impairment and contract termination costs. Approximately $85 million to $95 million of the charges are expected to result in cash payments. These costs are preliminary estimates and are subject to change. "On behalf of our entire Board and management team, I want to express our deep appreciation to our employees, customers, vendors, union partners, and the citizens of Puerto Rico for their efforts and support over the years," said Mr. Rubin. "During my short tenure as CEO we have made tough decisions to try to restore profitability in the hopes of continuing the service. In addition, management had explored several other strategic options in an attempt to maintain a presence in Puerto Rico, however none proved to be possible. This decision is a very painful and difficult one for all of us, but it is the only viable course of action for our Company given the circumstances." About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. For the year ended Dec. 22, 2013, the Company reported a net loss of $31.93 million following a net loss of $94.69 million for the year ended Dec. 23, 2012. The Company's balance sheet at Sept. 21, 2014, showed $628 million in total assets, $690.5 million in total liabilities and a $62.2 million total stockholders' deficit. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HORIZON LINES: Expects to Incur $90MM-$100MM Restructuring Charge ----------------------------------------------------------------- Horizon Lines, Inc., previously disclosed that it will cease providing liner service between the U.S. and Puerto Rico by the end of 2014 and discontinue terminal services in Puerto Rico in the first quarter of 2015. The Company said it has incurred substantial cumulative losses and negative cash flows from its Puerto Rico operations during recent years and in 2014. In addition, the two vessels serving the Puerto Rico trade were built in the early 1970's and have become increasingly costly to operate and maintain. The Company will classify the Puerto Rico business activities as a discontinued operation and expects to record a pretax restructuring charge of between $90 million and $100 million. The charge includes estimated costs relating to employee severance and termination benefits of $35 million to $45 million and approximately $55 million of costs primarily related to equipment impairment and contract termination costs. In connection with the discontinuation of Puerto Rico operations, the Company expects to make cash payments of approximately $85 million to $95 million. About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. For the year ended Dec. 22, 2013, the Company reported a net loss of $31.93 million following a net loss of $94.69 million for the year ended Dec. 23, 2012. The company had total liquidity of $80.9 million as of Sept. 21, 2014, consisting of cash of $4.7 million and $76.2 million available under its asset-based loan revolving credit facility. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HORIZON LINES: Matson Inc. Has 55% Stake as of Nov. 11 ------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Matson, Inc., and Matson Navigation Company, Inc., disclosed that as of Nov. 11, 2014, they beneficially owned 52,886,829 shares of common stock of Horizon Lines, Inc., representing 55.03 percent of the shares outstanding. On Nov. 11, 2014, Matson Navigation entered into an Agreement and Plan of Merger by and among Matson Navigation, Hogan Acquisition Inc., a wholly-owned subsidiary of Matson Navigation ("Merger Sub"), and Horizon. The Merger Agreement provides for, among other things, the merger of Merger Sub with and into Horizon with Horizon surviving the Merger and becoming a wholly-owned subsidiary of Matson Navigation. A full-text copy of the regulatory filing is available at: http://is.gd/BLTJE1 About Horizon Lines Horizon Lines, Inc., is a domestic ocean shipping company and the only ocean cargo carrier serving all three noncontiguous domestic markets of Alaska, Hawaii and Puerto Rico from the continental United States. The company owns a fleet of 13 fully Jones Act qualified vessels and operates five port terminals in Alaska, Hawaii and Puerto Rico. A trusted partner for many of the nation's leading retailers, manufacturers and U.S. government agencies, Horizon Lines provides reliable transportation services that leverage its unique combination of ocean transportation and inland distribution capabilities to deliver goods that are vital to the prosperity of the markets it serves. The company is based in Charlotte, NC, and its stock trades on the over-the-counter market under the symbol HRZL. For the year ended Dec. 22, 2013, the Company reported a net loss of $31.93 million following a net loss of $94.69 million for the year ended Dec. 23, 2012. The Company's balance sheet at Sept. 21, 2014, showed $628 million in total assets, $690.5 million in total liabilities and a $62.2 million total stockholders' deficit. * * * In June 2012, Moody's Investors Service affirmed Horizon Lines, Inc.'s Corporate Family Rating (CFR) and Probability of Default Rating ("PDR") at Caa2 and removed the LD ("Limited Default") designation from the rating in recognition of the conversion to equity of the $228 million of Series A and Series B Convertible Senior Secured notes due in October 2017 ("Notes"). Moody's said the affirmation of the Corporate Family and Probability of Default ratings considers that total debt has been reduced by the conversion of the Notes, but also recognizes the significant operating challenges that the company continues to face. HUNTINGTON INGALLS: Moody's Hikes Corporate Family Rating to Ba1 ---------------------------------------------------------------- Moody's Investors Service has upgraded ratings of Huntington Ingalls Industries, Inc., including the Corporate Family Rating to Ba1 from Ba2, and concurrently assigned a Ba2 rating to the planned $600 million senior unsecured notes due 2021. The rating outlook is Stable. Ratings: Huntington Ingalls Industries, Inc. Corporate Family, to Ba1 from Ba2 Probability of Default, to Ba1-PD from Ba2-PD $650 million gtd senior secured revolving credit facility due 2016, to Baa2 LGD2 from Baa3 LGD2 $575 million gtd senior secured term loan due 2016, to Baa2 LGD2 from Baa3 LGD2 $600 million gtd senior notes due 2018, to Ba2 LGD4 from Ba3 LGD5 $600 million gtd senior notes due 2021, to Ba2 LGD4 from Ba3 LGD5 $600 million gtd senior notes due 2021, assigned Ba2 LGD4 Speculative Grade Liquidity, affirmed at SGL-2 Huntington Ingalls Incorporated $21.6 million industrial revenue bonds due 2028, to Ba2 LGD4 from Ba3 LGD5 Ratings Rationale The Ba1 CFR reflects the company's market position as a Tier One defense contractor, strong credit metrics, high backlog and a balanced approach to capital deployment. Expected metrics include debt/EBITDA of around 2.5x with EBIT/interest approaching 5x and return on assets greater than 5% position the company solidly at Ba1. Operational progress achieved at the Ingalls segment (40% of 2013 revenues) since Huntington Ingalls commenced independent operations in 2011 and a better pension cost recovery position have enhanced the earnings and operational cash flow view. Improved US Navy funding prospects over the past few years and backlog growth to $22.8 billion from $18 billion over the first nine months of 2014 add support. The CFR anticipates a continuation of a measured capital deployment approach, whereby payments to shareholders are balanced against maintenance/expansion spending objectives and operational risks. The Ba2 rating assigned to the planned $600 million senior unsecured notes due 2021, one notch below the CFR, reflects the effectively junior position that the notes will have within the capital structure. Pursuant to Moody's Loss Given Default Methodology, the presence of Huntington Ingalls's first lien debt lowers the stress-scenario recovery rate of unsecured claims. Proceeds of the planned notes will help fund the tender offer and consent solicitation for Huntington Ingalls' $600 million senior unsecured notes due 2018. The company plans to redeem any notes that remain outstanding after completion of the tender offer. The Speculative Grade Liquidity rating of SGL-2 denotes a good liquidity profile. While the company's revolving credit facility will expire in March 2016 and is therefore a limitation within the SGL analysis, cash on hand exceeded $700 million at September 30, near-term free cash flow generation should comfortably surpass scheduled term loan amortizations and revolver utilization is minimal. Good covenant cushion under the company's first lien credit facility should continue. The Stable rating outlook considers that credit metrics will likely remain within a supportive range and operating margin should exceed 9%. Tempering considerations include lack of backlog growth at the Newport News segment where several large projects will conclude in 2016 and follow on work has yet to be finalized. Operational continuity at Newport News could be lessened if the construction contract for CVN 79 does not develop in 2015. Further, up front investments on new ship classes that the Navy may pursue could raise capital requirements and executional challenge. The outlook anticipates that should the Avondale, LA ship yard be re-purposed for a commercial use, Huntington Ingalls' associated financial obligation will be low. Upward rating momentum would depend on strong liquidity, expectation of debt to EBITDA sustained below 2.5x, steady free cash flow generation and a more even distribution of backlog across segments. An expectation of a conservative financial policy beyond 2015/2016 would also underpin a ratings upgrade. Downward rating pressure would mount with weakening liquidity, debt/EBITDA above 3x, a material degree of backlog erosion, or financial policy aggressiveness. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Huntington Ingalls Industries, Inc., through its Newport News, VA, Pascagoula/Gulfport, MS and Avondale, LA shipyards, provides full service design, engineering, construction, and lifecycle support of major surface ship programs for the U.S. Navy. Revenues over the twelve months ended September 30, 2014 were approximately $7 billion. IBAHN CORP: Has Until Jan. 31, 2015 to Remove Actions ----------------------------------------------------- The Bankruptcy Court extended until Jan. 31, 2015, iBahn Corporation, et al.'s time to file notices of removal with respect to civil actions pending as of the Petition Date. As reported in the Troubled Company Reporter on Oct. 13, 2014, the Debtors submitted that the extension of the current removal deadline will afford them the opportunity necessary to make fully- informed decisions concerning removal of any action and will assure that the Debtors do not forfeit valuable rights under Section 1452 of the Judicial Code with respect to any pending or prospective litigation commenced by or against the Debtors. About iBahn Corp. Salt Lake City, Utah-based IBahn Corp., a provider of Internet services to hotels, sought bankruptcy protection (Bankr. D. Del. Case No. 13-12285), citing a loss of contracts with largest customer Marriott International Inc. and patent litigation costs. IBahn Chief Financial Officer Ryan Jonson said the company had assets of $13.6 million and it listed liabilities of as much as $50 million in the Chapter 11 filing on Sept. 6, 2013. The petitions were signed by Ryan Jonson as chief financial officer. Judge Peter J. Walsh presides over the case. Laura Davis Jones, Esq., Davis M. Bertenthal, Esq., James E. O'Neill, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang, Ziehl Young & Jones, LLP, serve as the Debtors' counsel. The Debtors' claims and noticing agent is Epiq Bankruptcy Solutions. Epiq also serves as administrative agent. Houlihan Lokey Capital, Inc., serves as financial advisor and investment banker. IMAGENETIX INC: Reports $130,000 Income for Sept. 17-30 ------------------------------------------------------- Imagenetix, Inc. on Nov. 19 announced results for the period ended September 30, 2014, the first reporting period subsequent to its emergence from a Chapter 11 proceeding under the U.S. Bankruptcy Code. Net sales were $164,000 and net income was $130,000 for the shortened period of September 17, 2014 through September 30, 2014. Earnings per share were $0.00. Due to the adoption of "Fresh Start Reporting" as a result of the bankruptcy proceeding, there are no comparisons reflected for previous periods. Commenting on the results of the period, William P. Spencer, President of Imagenetix, stated, "I am delighted that we are now moving forward. The successful results obtained from the reorganization and the ability to reflect profitability already reflect an increase in shareholder value and a positive future direction. We have emerged successfully from Chapter 11 as a profitable, stronger company with a much healthier balance sheet and much of our debt satisfied or substantially reduced." About Imagenetix Imagenetix, based in San Diego, California, is an innovator of scientifically tested, natural-based, proprietary, bioceutical products developed to enhance human health on a global basis. Imagenetix develops and formulates proprietary over-the-counter topical creams, skincare products and nutritional supplements to be marketed globally through multiple channels of distribution. In addition, the company develops patentable compounds for entering into licensing agreements with pharmaceutical partners. Imagenetix, Inc., filed a Chapter 11 bankruptcy petition (Bankr. S.D. Cal. Case No. 12-16423) in San Diego on Dec. 17, 2012. The case is assigned to Judge Margaret M. Mann. The Debtor tapped Robert E. Opera, Esq., at Winthrop Couchot, as counsel. The Debtor estimated $100,001 to $500,000 in assets $1,000,001 to $10,000,000 in debt. IMH FINANCIAL: Employment Agreement with CFO Okayed --------------------------------------------------- The board of directors of IMH Financial Corporation approved an executive employment agreement with Steven T. Darak, the Company's chief financial officer pursuant to which Mr. Darak has agreed to serve as the Company's chief financial officer until Dec. 31, 2016, unless his employment is sooner terminated as provided for thereunder. Mr. Darak will receive an annual base salary of $350,000. Mr. Darak also may be entitled to receive additional incentive based compensation under the Company's Annual Incentive Compensation Plan. The Darak Employment Agreement further provides for the grant of 250,000 shares of restricted Company common stock, effective as of Jan. 1, 2015, pursuant to a Restricted Stock Award Agreement. The restricted shares vest ratably over a three year period beginning on Jan. 1, 2015. Mr. Darak will also be eligible for future equity grants as may be approved by the Board. In consideration of Mr. Darak's release of any and all claims against the Company under his previous employment agreement, including, but not limited to, that he was constructively terminated without cause, the Company agreed to pay $150,000 to Mr. Darak. If Mr. Darak is terminated by the Company without "Cause" or by Mr. Darak for "Good Reason", as those terms are defined in the Darak Employment Agreement, Mr. Darak will be entitled to receive all compensation accrued as of the date of termination, a severance payment equal to one and one-half of his average annual compensation for the prior three years, and the continued receipt of welfare benefits for 12 months. The Darak Employment Agreement imposes various restrictive covenants on Mr. Darak, including restrictions with regards to the solicitation of Company clients, customers, vendors and employees, as well as restrictions on Mr. Darak's ability to compete with the Company both during the term of the agreement and for 12 months after the termination of Mr. Darak's employment. Annual Incentive Compensation Plan On Nov. 10, 2014, the Company's Board approved the IMH Financial Corporation Annual Incentive Compensation Plan. The initial plan year under the Incentive Plan is from Aug. 1, 2014, to Dec. 31, 2014, and each calendar year thereafter. Eligible participants in the Incentive Plan are: (1) the Company's Chief Executive Officer; (2) the Company's Chief Financial Officer; (3) the Company's General Counsel; (4) the Company's Head of Originations; and (5) any other employee designated by the Compensation Committee of the Company?s Board of Directors. Under the Incentive Plan, the Committee will approve a Modified Pre-Tax Earnings budget for each plan year, an Executive Bonus Pool (no less than 10% of budgeted MPTE) and each participant's percentage interest in the Executive Bonus Pool. If the Company achieves MPTE of at least 60% but less than 100% of the budgeted MPTE, a sliding scale will be used to determine the amount of the Executive Bonus Pool for that plan year. If the Company's actual MPTE exceeds the budgeted MPTE for that plan year, the Committee, in its discretion, may increase the Executive Bonus Pool. For purposes of the Incentive Plan, MPTE means the Company's pre- tax earnings, computed in accordance with Generally Accepted Accounting Principles (GAAP), adjusted by adding back depreciation, amortization and non-cash stock-based compensation charges, and such one-time or similar charges as determined by the Committee. Non-Employee Director Compensation Plan On Nov. 10, 2014, the Company's Board adopted, subject to shareholder approval at the Company's annual meeting of shareholders in 2015, the 2014 IMH Financial Corporation Non- Employee Director Compensation Plan. Pursuant to the Director Plan, eligible directors are entitled to the compensation for their service as a member of the Board and its committees. Only those directors who meet the independence standards under the rules of the New York Stock Exchange and the Securities and Exchange Commission are eligible to participate. Unless sooner terminated by the Board, the Director Plan will terminate on Aug. 6, 2024. The compensation under the Director Plan generally consists of the following: * A one-time cash payment of $50,000 to each newly appointed or elected director payable in a lump sum on the second anniversary of the director's election or appointment provided such director serves as a member of the Board on such anniversary date. * An annual cash retainer of $40,000.00 payable in advance in equal quarterly installments. * A cash payment of $2,500 for each attended meeting of the Board. * An annual grant of restricted common stock in an amount equal to $20,000 based on the fair market value of those shares as determined under the Director Plan. These annual awards will vest in full twelve months after the date of grant. * For each member of the Audit Committee, an annual cash fee of $12,500, except in the case of the Chairperson of the Audit Committee, who shall receive an annual cash fee of $25,000. Each member of the Audit Committee also will receive a cash p ayment of $1,500 for each attended committee meeting. * For each member of the Compensation Committee, an annual cash fee of $5,000, except in the case of the Chairperson of the Compensation Committee, who shall receive an annual cash fee of $10,000. Each member of the Compensation Committee also will receive a cash payment of $1,000 for each attended committee meeting. * For each member of the Investment Committee, a cash payment of $5,000 for each investment opportunity brought before the Investment Committee for approval. About IMH Financial Scottsdale, Ariz.-based IMH Financial Corporation was formed from the conversion of IMH Secured Loan Fund, LLC, or the Fund, a Delaware limited liability company, on June 18, 2010. The conversion was effected following a consent solicitation process pursuant to which approval was obtained from a majority of the members of the Fund to effect the Conversion Transactions and involved (i) the conversion of the Fund from a Delaware limited liability company into a Delaware corporation named IMH Financial Corporation, and (ii) the acquisition by the Company of all of the outstanding shares of the manager of the Fund Investors Mortgage Holdings Inc., or the Manager, as well as all of the outstanding membership interests of a related entity, IMH Holdings LLC, or Holdings on June 18, 2010. IMH Financial reported a net loss of $26.20 million in 2013, a net loss of $32.19 million in 2012 and a net loss of $35.19 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $199.47 million in total assets, $97.58 million in total liabilities, $26.78 million in redeemable convertible preferred stock, and $75.10 million in total stockholders' equity. INT'L FOREIGN EXCHANGE: Files Proposed Liquidating Plan ------------------------------------------------------- International Foreign Exchange Concepts Holdings, Inc., and its two affiliates filed a proposed liquidating plan early this month. According to the disclosure statement, the Debtors believe that the Plan provides the quickest recovery to creditors and will maximize their return. In addition, AMF-FXC Finance, LLC ("AMF"), which has asserted claims for approximately $34 million against each of IFEC Holdings and IFEC LP (approximately 95% of all claims against each such entity), similarly believes the Plan is reasonable, appropriate, and will maximize recovery for all constituencies. The Plan is a liquidating plan, and provides for the separate treatment of each of the Debtors' Estates. As a result of substantial negotiations with AMF, the Plan contemplates that all creditors other than AMF who hold allowed general unsecured claims will be paid on, or as soon as reasonably practicable after, the Effective Date of the Plan (i) in the IFEC LP bankruptcy case, cash in an amount equal to 50% of such claims, and (ii) in the IFEC Holdings bankruptcy case, cash in an amount equal to 10% of such claims. The Plan contemplates that FXC creditors will be paid in full in cash. AMF will receive the remaining net proceeds of the IFEC Holdings and IFEC LP Assets, which are currently estimated to be cash in an amount equal to approximately 9% to 17% of AMF's claims as of the Effective Date, plus rights to receive certain payments in the future, if any. If the Disclosure Statement is approved by the Court, the Debtors propose this timeline with respect to the solicitation and confirmation of the Plan: (a) Debtors will mail Solicitation Packages on or before Dec. 22, 2014, (b) the voting and objection deadline with respect to the Plan will be Jan. 26, 2015, and (c) the Confirmation Hearing will be held on Feb. 2, 2015 or as soon thereafter as is reasonably practicable. In light of the current posture of the Chapter 11 cases, the Debtors submit that the proposed timeline is reasonable and appropriate under the circumstances. A copy of the Disclosure Statement on Nov. 7, 2014, is available for free at http://bankrupt.com/misc/IFE_Disc_Statement.pdf About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. INTERNATIONAL FOREIGN: Wants Plan Exclusivity Moved to Feb. 8 ------------------------------------------------------------- International Foreign Exchange Concepts Holdings, Inc., is asking a bankruptcy judge to extend the period of time during which it alone holds the right to file a Chapter 11 plan. In a motion, the company asked U.S. Bankruptcy Judge Robert Gerber to extend its exclusive right to propose a bankruptcy plan to Feb. 8, 2015, and to solicit votes from creditors to April 12, 2015. The Debtor said the extension would prevent others from filing rival plans in court and maintain the company's control over its bankruptcy case. About International Foreign Exchange International Foreign Exchange Concepts Holdings, Inc., and International Foreign Exchange Concepts, L.P., sought protection under Chapter 11 of the Bankruptcy Code (Bankr. S.D.N.Y. Case No. 13-13380) on Oct. 17, 2013. Judge Robert Gerber oversees the case. Counsel to the Debtors is Henry P. Baer, Jr., Esq., at Finn Dixon & Herling LLP, in Stamford, Connecticut. The Debtors' restructuring advisors is CDG Group. DiConza Traurig LLP serves as conflicts counsel. The Debtors' special counsel is Withers Bergman LLP. The Debtors' notice, claims, solicitation and balloting agent is Logan & Company, Inc. Counsel to AMF-FXC Finance LLC, the DIP lender, is Michael L. Cook, Esq., and Christopher Harrison, Esq., at Schulte Roth & Zabel LLP, in New York. International Foreign Exchange Concepts Holdings Inc., the parent of investment adviser FX Concepts LLC, sold assets for $7.48 million to Ruby Commodities Inc., at an auction held Nov. 25, 2013. The sale was an old-fashioned auction with the assets first offered in six lots and then in bulk. The piecemeal auction fetched combined bids of $3.38 million. When the assets were offered in bulk, Ruby came out on top with an offer of $7.48 million, which the bankruptcy court in New York approved Nov. 26. ISTAR FINANCIAL: Morgan Stanley Reports 5.1% Stake as of Oct. 31 ---------------------------------------------------------------- In a Schedule 13G filed with the U.S. Securities and Exchange Commission, Morgan Stanley disclosed that as of Oct. 31, 2014, it beneficially owned 4,328,399 shares of common stock of iStar Financial Inc. representing 5.1 percent of the shares outstanding. A full-text copy of the regulatory filing is available for free at http://is.gd/a49VEd About iStar Financial New York-based iStar Financial Inc. (NYSE: SFI) provides custom- tailored investment capital to high-end private and corporate owners of real estate, including senior and mezzanine real estate debt, senior and mezzanine corporate capital, as well as corporate net lease financing and equity. The Company, which is taxed as a real estate investment trust, provides innovative and value added financing solutions to its customers. iStar Financial incurred a net loss allocable to common shareholders of $155.76 million in 2013, a net loss allocable to common shareholders of $272.99 million in 2012, and a net loss allocable to common shareholders of $62.38 million in 2011. As of Sept. 30, 2014, the Company had $5.48 billion in total assets, $4.20 billion in total liabilities, $11.35 million in redeemable noncontrolling interests, and $1.26 billion in total equity. * * * As reported by the TCR on June 26, 2014, Fitch Ratings had affirmed the Issuer Default Rating (IDR) of iStar Financial Inc. at 'B'. The 'B' IDR is driven by improvements in the company's leverage, continued demonstrated access to the capital markets and new sources of growth capital and material reductions in non- performing loans (NPLs). As reported by the TCR on Oct. 5, 2012, Standard & Poor's Ratings Services affirmed its 'B+' long-term issuer credit rating on iStar Financial. In October 2012, Moody's Investors Service upgraded the corporate family rating to B2 from B3. The current rating reflects the REIT's success in extending near term debt maturities and improving fundamentals in commercial real estate. The ratings on the October 2012 senior secured credit facility takes into account the asset coverage, the size and quality of the collateral pool, and the term of facility. ITR CONCESSION: Bankruptcy Not Due to PPP Structure, Fitch Says --------------------------------------------------------------- The bankruptcy of the Indiana Toll Road won't remove the long-term value from the project nor diminish the importance of public- private partnerships to U.S. project finance, Fitch Ratings says. As an integral part of the interstate system, the highway is a strong asset serving long-distance markets and carrying high volumes of commercial vehicle traffic. Last week the Bankruptcy Court cleared the highway's consortium to take the project out of Chapter 11. Fitch says that in addition to optimistic traffic forecasts, the project was troubled by factors that are specific to its timing and implementation. The project built in a large and aggressive refinancing and was exposed by the depth, timing and slow recovery from the Great Recession. In 2010, traffic on the highway was approximately half the originally projected level, due in part to the high original forecast and significant toll increases. Meanwhile the project also had to contend with rising debt costs. According to Fitch, the highway has several strengths that will benefit it in the future. It provides a major, high-speed interstate connection for automobiles and trucks with limited other options for many trips, which provides inherent economic and financial strength over the long haul. The concession agreement ensures proper asset preservation and distances the state of Indiana from toll increases. However, the potential political fallout from increases above the inflation rate would be felt by the state, as flexibility for above-inflationary toll increases has been granted contractually to the concessionaire through an index tied to economic growth, Fitch states. Aggressive increases, according to Fitch, could divert traffic to the state- run network, leading to greater congestion on other routes. Fitch believes the factors that led to Indiana Toll Road's bankruptcy should not color the prospects for PPPs. The asset is being well run and will be better maintained over its useful life under this framework. However, Fitch believes PPPs must be carefully crafted to address all stakeholder concerns. When structured well, their use can effectively balance the responsibilities and risk among all parties and maximize public benefit. Despite a mixed track record to date, Fitch believes PPPs can be effective if lessons from the past are learned. About ITR Concession ITR Concession Co. operates a 157-mile, four- to six-lane toll road in Northern Indiana commonly referred to as the Indiana Toll Road. The toll road is a vital artery for interstate commerce, linking the City of Chicago and Lake Michigan to the interstate highway system, as well as markets, ports, and commercial and financial centers across the United States. The toll road opened in 1956 and is used by nearly 130,000 vehicles per day. ITR Concession and its affiliates filed for bankruptcy protection (Bankr N.D. Ill. Lead Case No. 14-34284) on Sept. 21, 2014, with a plan to restructure some $6 billion in debt by selling its assets or reorganizing its business. The Debtors have tapped Marc Kieselstein, Esq., Chad J. Husnick, Esq., Jeffrey D. Pawlitz, Esq., and Gregory F. Pesce, Esq., at Kirkland & Ellis LLP as counsel; Moelis & Company LLC as investment banker; and Kurtzman Carson Consultants LLC, as claims and notice agent. As of the Petition Date, the Debtors have outstanding funded debt of $6.0 billion that is comprised of $3.855 billion in principal amount of first-priority syndicated bank-debt obligations and $2.15 billion in principal amount of pari passu first-lien interest rate hedging obligations. JEFFERSON COUNTY, AL: Fitch Affirms BB+ Rating on $395MM Warrants ----------------------------------------------------------------- Fitch Ratings affirms the following ratings for Jefferson County, AL's (the county) warrants: -- $395.0 million senior lien sewer revenue current interest warrants series 2013-A at 'BB+'; -- $55.0 million senior lien sewer revenue capital appreciation warrants series 2013-B at 'BB+'; -- $150.0 million senior lien sewer revenue convertible capital appreciation warrants series 2013-C at 'BB+'; -- $810.9 million subordinate lien sewer revenue current interest warrants series 2013-D at 'BB'; -- $50.3 million subordinate lien sewer revenue capital appreciation warrants series 2013-E at 'BB'; and -- $324.3 million subordinate lien sewer revenue convertible capital appreciation warrants series 2013-F at 'BB' The Rating Outlook is Stable. SECURITY The senior lien warrants are secured by a pledge of gross system revenues. The subordinate lien warrants are secured by a pledge of system revenues after payment of the senior lien warrants. KEY RATING DRIVERS COUNTY EXITS BANKRUPTCY: The county declared bankruptcy in Nov. 2011 following default on its sewer warrants and general obligation warrants. The chapter 9 plan of adjustment (the plan) was approved by the bankruptcy court on Nov. 22, 2013 allowing the county to exit bankruptcy. Implementation of the plan allowed the county to restructure its defaulted sewer warrants with the senior and subordinate series 2013 warrants. FINANCIAL SELF-SUFFICIENCY: The plan should return the county's sanitary sewer fund to a sustainable position, with fiscal 2014 revenues expected to be sufficient to pay the county's obligations, including a partial year of debt service. The triggers that led to the county's filing for bankruptcy (costly regulatory requirements, risky financing structures, and corruption) appear to be eliminated or mitigated. MINIMAL COVERAGE AFTER 10 YEARS: Sewer system cash flows are expected to be sufficient to generate favorable debt service coverage (DSC) and meet capital demands over the initial 10 years of the debt structure. In 2024 and beyond, debt service coverage is projected to be modest at around 1.25x as a result of back- loaded debt service. Management projects that cash flows at that time will be insufficient to support known capital needs. VERY HIGH DEBT BURDEN: System debt levels are high, even with the substantial reduction in system obligations achieved by the county's plan of adjustment. Further, the very slow pace of debt amortization will result in an elevated debt burden for decades even without additional borrowings. COMMISSION SUPPORTED RATES: The Approved Rate Structure (ARS) adopted by the county commission in 2013 approved annual rate adjustments through the life of the warrants (2053). Ongoing support of the Commission to implement the annual rate increases already authorized by the ARS, and any additional future rate adjustments that may be required to meet the rate covenant on the warrants, is key to the ratings. ONGOING LITIGATION: Litigation is ongoing regarding the bankruptcy court's authority to enforce the ARS. A recent judge's decision not to dismiss the case could allow the case to proceed. While Fitch continues to assess the risk of potential litigation to credit quality, the ratings reflect the political will and authority of the County Commission to enforce the ARS and produce sufficient revenues to pay warrantholders. Less rating support is placed on the authority of the bankruptcy court to enforce the ARS in the absence of Commission action to do so in the future. REGIONAL ECONOMIC CENTER: The county's economy is broad and relatively diverse anchored by its largest employer, the University of Alabama at Birmingham. Key sectors include education, healthcare, retail trade and professional and business services supplementing its traditional manufacturing activities. Employment growth has lagged despite some positive economic developments. Wealth indices are significantly below the national averages. RATING SENSITIVITIES HINDRANCES TO CARRYING OUT THE ARS: Any litigation or political action which limits or repeals the ARS would be viewed as a materially weakening of the system's ability to operate and meet is obligation to warrantholders. Downward rating pressure would be expected to follow in turn. ADDITIONAL REGULATORY DEMANDS: Regulatory actions that add material capital and/or operating requirements to the system likely would result in negative rating action given the system's limited ability to support such additional financial requirements from its strained rate base. INABILITY TO ACHIEVE PROJECTIONS: Changes in the system's operating profile that make it difficult to achieve at least forecasted financial results over the next 10 years may be viewed as a weakening of the system's credit quality. CREDIT PROFILE The county is located in northeastern Alabama and has an estimated population of around 660,000 people, which has been static since at least 2000. The system provides retail wastewater collection, treatment, and disposal service to a 440-square-mile area that includes 23 municipalities within the county (including the cities of Birmingham and Bessemer) as well as unincorporated parts of the county and very small portions of Shelby and St. Clair Counties. The cities of Birmingham and Bessemer bill customers directly for sewer service on behalf of Jefferson County and account for 93% of customers. EMERGENCE FROM BANKRUPTCY IN 2013 The county filed for chapter 9 bankruptcy protection on Nov. 9, 2011). A plan of adjustment settling most claims against the county was approved by the bankruptcy court on Nov. 22, 2013 allowing the county to exit bankruptcy on Dec. 3, 2013. The series 2013 warrants were issued as a component of the plan and provided $1.7 billion in proceeds that were used to retire and eliminate claims related to the system's previous $3.1 billion in system obligations. Fitch views the issues that led to the county's bankruptcy filing as either eliminated or mitigated. While credit concerns remain regarding pressures on the system post-bankruptcy, these concerns are not expected to affect system operations or debt repayment going forward beyond what is contemplated at the current rating levels. The initial cause of the county's bankruptcy stems from the system's consent decree between the county and the U.S. Environmental Protection Agency in 1996. Originally estimated to cost between $250 million and $1.2 billion, capital costs ballooned to over $3.1 billion by the time of the filing date. The escalation in capital costs and the alternative financial products used to pay for such projects were attributable at least in part to corruption by government officials and private individuals and firms, several of which were convicted of criminal offenses. With the collapse in the financial markets in 2008 and because of the county's extensive use of variable-rate products and third-party agreements (including swaps an liquidity facilities), the county experienced rapid increases in interest costs and principal acceleration of numerous obligations which it was unable to pay. ONGOING COMMISSION SUPPORT FOR APPROVED RATE INCREASES IS KEY Implementation of the ARS is a key credit factor supporting the ratings on the 2013 warrants. The ARS was adopted by the County Commission (the commission) in Oct. 2013. The Oct. 2013 resolution enacting the ARS approved annual rate increases of 7.89% to become effective on Nov. 1, 2014 and Oct. 1, 2015 -2017. Thereafter, the Oct 2013 resolution provides for annual 3.49% increases beginning Oct. 1, 2018 and continuing as long as the 2013 sewer revenue warrants are outstanding. If the commission wants to make additional rate adjustments, it retains its ability to do so as long as the rate covenant is maintained, through the enactment of adjusting resolutions. The adoption of the ARS is a credit positive in that it alleviates some political pressure to act on raising rates in the future. Nevertheless, Fitch remains concerned regarding the implementation of future rate hikes given the political backlash that may ensue from the sharp escalation in rates associated with the ARS. In addition, Fitch is concerned that the resulting cost of service from the ARS implementation severely limits the county's ability to increase rates to meet expected shortfalls in capital spending needs during the fiscal years 2024 -- 2041 period through either pay-as-you-go capital or through servicing additional debt. The ARS was incorporated into the plan of adjustment, at the county's request, in order to allow the bankruptcy court to retain jurisdiction and the ARS reportedly would be enforceable by appropriate orders or relief from the court. Litigation is ongoing that challenges the bankruptcy court's authority to enforce the ARS. However, the ratings are based on ongoing support of the elected County Commission to enforce and uphold the ARS and the rate covenant with warrantholders. Any indication of the Commission's intent to do otherwise would pressure the rating. Fitch views the ongoing community discord regarding the ARS as a concern to credit quality in that it could pressure future support from the Commission to uphold the ARS. PLAN OF ADJUSTMENT ENABLES RETURN TO FINANCIAL SUFFICIENCY The plan is expected to position the sewer system to be able to generate sufficient revenues to meet its expenses in fiscal 2014. Revenues are expected to provide solid financial results for fiscals 2014-2023 with DSC on combined senior and subordinate lien warrants of 1.6x - 1.8x through fiscal 2018 and then increase to above 2.0x during fiscals 2019 - 2023. Surplus revenues net of operating fund deposits during fiscals 2014 -2023 are projected to total $670 million. These surplus revenues, combined with $approximatley $238 million in the sewer capital improvement fund at the end of fiscal 2014 (unaudited), are expected to be sufficient to fund capital needs during this 10-year period. OUT-YEAR PRESSURE Favorable financial performance through fiscal 2023 is in large part due to a back-loaded debt structure. Debt service increases nearly 70% in fiscal 2024 from the prior year to over $140 million and then continues to escalate 3% annually through fiscal 2040. This large jump in debt service costs is concerning not only because total DSC drops to 1.25x but because the elevated carrying costs significantly erode surplus revenues necessary to fund ongoing system maintenance. Fitch is primarily concerned about the system's practical ability to increase rates above those contemplated in the ARS to cover the shortfall in meeting basic ongoing capital expenses in 2024 and thereafter. Fitch further believes the risk of enhanced discharge requirements is likely. To the extent these regulations translate into additional capital and/or operating expenses system financial projections will be strained even further. SIGNIFICANT LEVERAGE REMAINS System leverage ratios are excessively high despite the tremendous reduction in system obligations negotiated with creditors under the plan of adjustment. Overall, the system's key debt ratios are 6x to 7x greater than Fitch's national medians for 'A' category and above credits. Other system debt metrics are similarly poor. No additional debt is programmed into the system's forecasted cash flows yet leverage ratios will remain weak for many years into the future given the generally ascending debt service requirements and anemic rate of principal amortization on these warrants -- just 12% matures in 20 years. REGIONAL ECONOMIC CENTER The system provides retail sanitary sewer collection, treatment and disposal service to county residents as well as a small number of people within two surrounding counties. The service area is broad and has grown over prior decades to become a major regional financial and medical player. The county's employment base is anchored by the University of Alabama at Birmingham, the largest employer in the county with some 23,000 workers. County unemployment trends are favorable, and in September 2014 the county's unemployment rate was 5.7% compared to 6.6% for the state and 5.9% in the U.S. Somewhat offsetting this positive, personal wealth levels are about 15% weaker than the U.S. JOHN D. OIL: US Trustee Names Guy Fustine as Chapter 11 Trustee --------------------------------------------------------------- The Hon. Thomas P. Agresti of the U.S. Bankruptcy Court for the Western District of Pennsylvania authorized Roberta A. DeAngelis, U.S. Trustee for Region 3, to appoint Guy C. Fustine, Esq., as Chapter 11 Trustee for John D. Oil and Gas Company, and Great Plains Exploration, LLC. Mr. Fustine is chair of the Bankruptcy & Creditors' Rights Group of Knox McLaughlin Gornall & Sennett, P.C. He may be reached at: Guy C. Fustine, Esq. KNOX MCLAUGHLIN GORNALL & SENNETT, P.C. 120 W 10th St Erie, PA 16501 Tel: (814) 459-2800 E-mail: gfustine@kmgslaw.com About John D. Oil & Gas; OZ Gas; and Great Plains Exploration Mentor, Ohio-based John D. Oil & Gas Co., is in the business of acquiring, exploring, developing, and producing oil and natural gas in Northeast Ohio. The Company has 58 producing wells. The Company also has one self storage facility located in Painesville, Ohio. The self-storage facility is operated through a partnership agreement between Liberty Self-Stor Ltd. and the Company. John D. Oil's affiliated entities -- Oz Gas, LTD., and Great Plains Exploration, LLC -- filed voluntary Chapter 11 petitions (Bankr. W.D. Pa. Case Nos. 12-10057 and 12-10058) on Jan. 11, 2012. Two days later, John D. Oil filed its own Chapter 11 petition (Bankr. W.D. Pa. Case No. 12-10063). On Nov. 21, 2011, at the request of the lender RBS Citizens, N.A., dba Charter One, a receiver was appointed for all three corporate Debtors, in the United States District Court for the Northern District of Ohio at case No. 11-cv-2089-CAB. District Judge Christopher A. Boyko issued an order appointing Mark E. Dottore as receiver. The Receivership Order was appealed to the Sixth Circuit Court of Appeals on Dec. 19, 2011, and the appeal is currently pending. Judge Thomas P. Agresti oversees the Chapter 11 cases. Robert S. Bernstein, Esq., at Bernstein Law Firm P.C., serves as counsel to the Debtors. Each of Great Plains and Oz Gas estimated $10 million to $50 million in assets and debts. John D. Oil's balance sheet at Dec. 31, 2011, showed $6.98 million in total assets, $13.26 million in total liabilities, and a stockholders' deficit of $6.28 million. The petitions were signed by Richard M. Osborne, CEO. The United States Trustee said a committee under 11 U.S.C. Sec. 1102 has not been appointed because no unsecured creditor responded to the U.S. Trustee's communication for service on the committee. KINDRED HEALTHCARE: Equity Offering No Impact on Moody's B1 CFR --------------------------------------------------------------- Moody's Investors Service commented that Kindred Healthcare Inc.'s announced equity offerings are credit positive. Proceeds of the equity offerings will be used to partially fund the $1.8 billion acquisition of Gentiva Health Services, Inc. However, there is no impact on Kindred's ratings, including its B1 Corporate Family Rating and B1-PD Probability of Default Rating, at this time. Kindred's ratings were placed under review for downgrade on October 9, 2014 following the announcement that the company would acquire Gentiva. The acquisition is expected to close in the first quarter of 2015. Kindred Healthcare, Inc. is a leading provider of long term acute care, inpatient rehabilitation, home care, and hospice services. Revenues for the twelve months ended September 30, 2014 were approximately $5.1 billion. LAGRANGE VENTURES: Case Summary & Unsecured Creditor ---------------------------------------------------- Debtor: LaGrange Ventures, LLC 175 North Franklin, Suite 201 Chicago, IL 60606 Case No.: 14-41585 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Northern District of Illinois (Chicago) Judge: Hon. Eugene R. Wedoff Debtor's Counsel: Ariel Weissberg, Esq. WEISSBERG & ASSOCIATES, LTD 401 S. LaSalle Street, Suite 403 Chicago, IL 60605 Tel: (312) 663-0004 Fax: 312 663-1514 Email: ariel@weissberglaw.com Total Assets: $1.3 million Total Liabilities: $1.8 million The petition was signed by Ira T. Nevel, manager. The Debtor listed Wells Fargo Bank, N.A., as its largest unsecured creditor holding a claim of $1.8 million. A full-text copy of the petition is available for free at: http://bankrupt.com/misc/ilnb14-41585.pdf LARCAN INC: Meeting of Creditors Set for Nov. 24 in Toronto ----------------------------------------------------------- The Superior Court of Justice in Ontario, Canada, issued a bankruptcy order against Larcan Inc. of Mississauga, Ontario, on Nov. 4, 2014. The Court scheduled a meeting of Larcan's creditors on Nov. 24, 2014, at 11:00 a.m., at the office of the case trustee, Dodick Landau, in Toronto, Ontario. Creditors that are eligible to vote must file with the trustee proofs of claim before the meeting. The Trustee can be reached at: DODICK LANDAU 4646 Dufferin St., Suite 6 Toronto, ON M3H 5S4 Fax: 416-649-7725 E-mail: stephanie@dodicklandau.ca LATEX FOAM: Gets Approval to Implement Employee Retention Program ----------------------------------------------------------------- Latex Foam International, LLC received approval from U.S. Bankruptcy Judge Alan H.W. Shiff to implement what it calls a key employee retention program. Judge Shiff approved the program despite an objection from the U.S. Trustee, the Justice Department's bankruptcy watchdog. In his two-page decision, the bankruptcy judge said "the KERP participants are non-insiders" and that the terms of the program are "fair and reasonable." The U.S. Trustee had objected to approval of the program, saying the company failed to prove that the four employees who are entitled to receive payments are not insiders. The program proposes to pay four skilled employees who could help the company in its restructuring efforts. The employees will receive quarterly payments under the program that will cost the company at least $115,250, according to court filings. About Latex Foam Headquartered in Shelton, Connecticut, Latex Foam International, LLC manufactures foam mattresses and component mattresses. The 196-employee company produces mattress cores, toppers, and pillow buns utilizing both the Talaway and Dunlop manufacturing processes. LFIH is a holding company for 100% of the equity interests in LFI, PLB, and an inactive entity, Dunlop Latex Foam (Malaysia) SDN. BHD. LFI and four affiliates sought Chapter 11 bankruptcy protection (Bankr. D. Conn. Lead Case No. 14-50845) in Bridgeport, Connecticut, on May 30, 2014. David Fisher signed the petitions as president. The Debtors are seeking joint administration of their cases. LFI disclosed $18,437,185 in assets and $30,342,926 in liabilities as of the Chapter 11 filing. Judge Alan H.W. Shiff presides over the cases. James Berman, Esq., and Craig I. Lifland, Esq., at Zeisler and Zeisler, serve as the Debtors' counsel. On June 19, 2014, the U.S. Trustee appointed five creditors to serve on the Official Committee of Unsecured Creditors. The Committee tapped to retain Schafer and Weiner, PLLC as its counsel, and Reid and Reige, P.C. as its local counsel. LDK SOLAR: Hong Kong Court Sanctions Schemes of Arrangement ----------------------------------------------------------- LDK Solar CO., Ltd. in provisional liquidation and its Joint Provisional Liquidators, Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, disclosed that, on November 18, 2014, the High Court of Hong Kong sanctioned the Hong Kong schemes of arrangement of LDK Solar and its subsidiaries, LDK Silicon & Chemical Technology Co., Ltd. and LDK Silicon Holding Co., Limited, each as previously approved by scheme creditors at their class meetings held on October 17, 2014. "We are very pleased that the High Court of Hong Kong has sanctioned our Hong Kong schemes of arrangement, and this represents a further significant step towards completing our offshore restructuring," stated Xingxue Tong, Interim Chairman, President and CEO of LDK Solar. "We now turn our focus to obtaining the recognition of our LDK Solar Cayman Islands scheme of arrangement and approval of the terms of our pre-packaged plan of reorganization from the U.S. Bankruptcy Court. As always, we remain committed to rebuilding LDK Solar and repositioning ourselves in the PV marketplace to grow our business," concluded Mr. Tong. The U.S. Bankruptcy Court will hold a hearing on November 21, 2014 to consider confirmation of the prepackaged plan of reorganization and recognition of the Cayman Island scheme of arrangement of LDK Solar. About LDK Solar LDK Solar Co., Ltd. -- http://www.ldksolar.com-- based in Hi-Tech Industrial Park, Xinyu City, Jiangxi Province, People's Republic of China, is a vertically integrated manufacturer of photovoltaic products, including high-quality and low-cost polysilicon, solar wafers, cells, modules, systems, power projects and solutions. LDK Solar was incorporated in the Cayman Islands on May 1, 2006, by LDK New Energy, a British Virgin Islands company wholly owned by Xiaofeng Peng, LDK's founder, chairman and chief executive officer, to acquire all of the equity interests in Jiangxi LDK Solar from Suzhou Liouxin Industry Co., Ltd., and Liouxin Industrial Limited. LDK Solar in February 2014 filed in the Cayman Islands for the appointment of provisional liquidators, four days before it was due to make a $197 million bond repayment. Its Joint Provisional Liquidators are Tammy Fu and Eleanor Fisher, both of Zolfo Cooper (Cayman) Limited, on Oct. 22. In September 2014, LDK SOalr, LDK Silicon and LDK Silicon Holding Co., Limited each applied to file an originating summons to commence their restructuring proceedings in the High Court of Hong Kong. On Oct. 21, 2014 three U.S. subsidiaries of LDK Solar, LDK Solar Systems, Inc., LDK Solar USA, Inc. and LDK Solar Tech USA, Inc. filed voluntary petitions to reorganize under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. The lead case is In re LDK Solar Systems, Inc. (Bankr. D. Del., Case No. 14-12384). On Oct. 21, 2014, LDK Solar filed a petition in the same U.S. Bankruptcy Court for recognition of the provisional liquidation proceeding in the Grand Court of the Cayman Islands. The Chapter 15 case is In re LDK Solar CO., Ltd. (Bankr. D. Del., Case No. 14- 12387). The U.S. Debtors' General Counsel is Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois. The U.S. Debtors' Delaware counsel is Robert S. Brady, Esq., Maris J. Kandestin, Esq., and Edmon L. Morton, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. The U.S. Debtors' financial advisor is Jefferies LLC. The Debtors' voting and noticing agent is Epiq Bankruptcy Solutions, LLC. The U.S. Debtors commenced the Chapter 11 Cases in order to implement the prepackaged plan of reorganization, with respect to which the U.S. Debtors launched a solicitation of votes on September 17, 2014 from the holders of LDK Solar's 10% Senior Notes due 2014, as guarantors of the Senior Notes, and required such holders of the Senior Notes to return their ballots by October 15, 2014. Holders of the Senior Notes voted overwhelmingly in favor of accepting the Prepackaged Plan. LEAR CORP: Moody's Ups Corp. Family Rating to Ba1, Outlook Stable ----------------------------------------------------------------- Moody's Investors Service upgraded the ratings of Lear Corporation -- Corporate Family and Probability of Default Ratings, to Ba1 and Ba1-PD, from Ba2 and Ba2-PD, respectively. In a related action, Moody's affirmed the ratings of Lear's senior unsecured notes at Ba2. The Speculative Grade Liquidity Rating is SGL-1. The rating outlook is stable. Ratings upgraded: Corporate Family Rating, to Ba1 from Ba2; Probability of Default Rating, to Ba1-PD from Ba2-PD; Ratings affirmed: $245 million of senior unsecured notes due 2020, at Ba2 (LGD4); $500 million of senior unsecured notes due 2023, at Ba2 (LGD4); $325 million of senior unsecured notes due 2024, at Ba2 (LGD4); Speculative Grade Liquidity Rating, at SGL-1 Senior Unsecured Shelf Program (P)Ba2 The senior secured amended and restated credit agreement is not rated by Moody's. Ratings Rationale The upgrade of Lear's Corporate Family Rating to Ba1 reflects Moody's belief that the company's leading position as a supplier of seating and electrical power systems in the automotive industry will continue to generate leverage and interest coverage metrics supportive of the assigned rating. For the LTM period ending September 27, 2014 Lear's Debt/EBITDA and EBITA/Interest were 1.6x and 7.5x, respectively (inclusive of Moody's adjustments). While Lear intends to finance the acquisition of Eagle Ottawa with debt, the resulting incremental debt is expected to only moderately impact the above credit metrics. Eagle Ottawa, the world's largest supplier of automotive leather, is expected to strengthen Lear's seating product offerings. Moody's believes that following the acquisition, Lear will continue to demonstrate strong free cash flow generation supportive of balanced capital reinvestment and shareholder returns. Lear's EBITA margins, at 4.9% for the LTM period ending September 27, 2014 (inclusive of Moody's adjustments), have continued to gradually improve, largely due to improvement in the operating performance of the electrical power systems segment which is benefiting from increasing vehicle content. The Eagle Ottawa acquisition is expected to modestly improve profit margins as management has indicated the transaction will be accretive to earnings, before expected synergies. Over the intermediate term, Lear's ability to improve EBITA margins will be limited by the seating segment (about 75% of year-to-date revenues). Management has indicated that margin improvement in the seating segment has been challenged by economic conditions in South America and lackluster recovering economic trends in Europe. Yet, Moody's believes Lear's seating margins are stronger than its major automotive seating competitors. Lear's stable rating outlook reflects Moody's expectation that the company's operating performance following the acquisition of Eagle Ottawa will continue to support the assigned rating. While EBITA margins are expected to gradually improve over time, Moody's anticipates that they will remain below the sub-factor level consistent with the assigned rating under the Global Automotive Supplier Industry over the intermediate-term, limiting the opportunity for further rating improvement. The SGL-1 Speculative Grade Liquidity Rating continues to indicate the expectation of a very good liquidity profile over the next twelve months supported by strong cash balances, positive free cash flow generation, and availability under the amended and restated revolving credit facility. As of September 27, 2014, Lear had approximately $873 million of cash and cash equivalents. Liquidity is also supported by a $1.25 billion revolving credit facility maturing in 2019. As of September 27, 2014, the previous revolving credit facility was unfunded. Financial covenants under the amended and restated revolving credit facility include a debt leverage test and an interest coverage test. The test levels of these covenants are unchanged from the previous facility and are expected to have ample headroom over the next twelve months. Moody's anticipates that Lear will continue to generate positive free cash flow over the near-term following the acquisition of Eagle Ottawa. The notching of the unsecured notes reflects the company's recent announcement that is has entered into an amended and restated senior secured credit agreement. The amended and restated credit agreement, among other things, increases the aggregate commitments under its revolving credit facility to $1.25 billion from $1 billion and establishes a $500 million term loan. Lear intends to use the proceeds of the term loan to fund a portion of the consideration for the previously announced acquisition of Eagle Ottawa. This higher level of senior secured debt results in the notching of the unsecured notes below the Corporate Family Rating. Future events that have the potential to drive Lear's rating higher include: EBITA sustained at or above 7%. Moody's believes a key driver to the operating flexibility of automotive parts suppliers is having strong profit margins prior to deteriorating industry conditions. Strong profit margins within the automotive parts supplier industry are typically reflective of technologically advanced products related to, among others, occupant safety, emissions control, and electronic content and connectivity. Lear's ability to strongly position its long-term strategic offerings toward products offering higher profit margins could be supportive of higher ratings. Other considerations for a higher rating include sustaining Debt/EBITDA under 2.0x and EBITA/Interest coverage, inclusive of restructuring charges, over 5.5x. These metrics incorporate executing organic and acquisitive growth initiatives and executing balanced shareholder return policies following the expiry of a standstill agreement with a group of shareholders in December 2014. Future events that have the potential to drive Lear's outlook or rating lower include indications of a broad deterioration in automotive industry conditions including significant macroeconomic weakness in one or more of the company's geographic markets, a deterioration in the credit quality or market position of any of the Lear's major customers, logistical industry disruptions which impacts Lear's ability to deliver products to customers; or acquisitions or shareholder return initiatives that are transacted in a more aggressive fashion than has been demonstrated by the company. Lear's outlook or rating also could be lowered if EBITA margins deteriorate below 4.5%, EBITA/Interest approaches 4.5x, Debt/EBITDA increases to over 2.5x, or if the company's liquidity profile deteriorates as a result of deteriorating free cash flow generation, lower cash balances, or the inability to access committed availability under the revolving credit facility. The principal methodology used in this rating was Global Automotive Supplier Industry 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. Lear Corporation, headquartered in Southfield, MI, is one of the world's leading suppliers of automotive seating and electrical power management systems. The company had net sales of $17.4 billion for the LTM period ending September 27, 2014. LEAR CORP: Moody's Rates New $650MM Sr. Unsecured Notes 'Ba2' ------------------------------------------------------------- Moody's Investors Service assigned a Ba2 rating to Lear Corporation's new $650 million of senior unsecured notes. Lear's other ratings including Corporate Family and Probability of Default Ratings at Ba1 and Ba1-PD, respectively, existing senior unsecured notes at Ba2, and Speculative Grade Liquidity Rating at SGL-1 are unaffected. The rating outlook remains stable. The following rating was assigned: $650 million senior unsecured notes due 2025, at Ba2 (LGD4 ) Ratings Rationale Lear announced that it intends to use $350 million of the net proceeds from the offering, along with the proceeds of its $500 million delayed draw term loan facility, to finance the previously announced acquisition of Eagle Ottawa which is expected to close in the first quarter of 2015 subject to customary conditions, including regulatory approvals. Lear intends to use the remainder of the net proceeds from the offering to redeem the remaining outstanding aggregate principal amount of its 8.125% Senior Notes due 2020 (the "2020 Notes") and for general corporate purposes, including the payment of fees and expenses associated with the Eagle Ottawa acquisition and related financing transactions. On November 17, 2014, Moody's upgraded Lear's Corporate Family Rating to Ba1 from Ba2 and changed the rating outlook to stable from positive. See press release dated November 17, 2014. Future events that have the potential to drive Lear's rating higher include: EBITA sustained at or above 7%. Moody's believes a key driver to the operating flexibility of automotive parts suppliers is having strong profit margins prior to deteriorating industry conditions. Strong profit margins within the automotive parts supplier industry are typically reflective of technologically advanced products related to, among others, occupant safety, emissions control, and electronic content and connectivity. Lear's ability to strongly position its long-term strategic offerings toward products offering higher profit margins could be supportive of higher ratings. Other considerations for a higher rating include sustaining Debt/EBITDA under 2.0x and EBITA/Interest coverage, inclusive of restructuring charges, over 5.5x. These metrics incorporate executing organic and acquisitive growth initiatives and executing balanced shareholder return policies following the expiry of a standstill agreement with a group of shareholders in December 2014. Future events that have the potential to drive Lear's outlook or rating lower include: indications of a broad deterioration in automotive industry conditions including significant macroeconomic weakness in one or more of the company's geographic markets, a deterioration in the credit quality or market position of any of the Lear's major customers, logistical industry disruptions which impacts Lear's ability to deliver products to customers; or acquisitions or shareholder return initiatives that are transacted in a more aggressive fashion than has been demonstrated by the company. Lear's outlook or rating also could be lowered if EBITA margins deteriorate below 4.5%, EBITA/Interest approaches 4.5x, Debt/EBITDA increases to over 2.5x, or if the company's liquidity profile deteriorates as a result of deteriorating free cash flow generation, lower cash balances, or the inability to access committed availability under the revolving credit facility. The principal methodology used in this rating was Global Automotive Supplier Industry 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. Lear Corporation, headquartered in Southfield, MI, is one of the world's leading suppliers of automotive seating and electrical power management systems. The company had net sales of $17.4 billion for the LTM period ending September 27, 2014. LEAR CORP: S&P Assigns 'BB' Rating to $650MM Sr. Unsecured Notes ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BBB' issue-level rating and '1' recovery rating to Michigan-based Lear Corp.'s amended $1.25 billion revolving credit facility and newly established $500 million term loan. The '1' recovery rating indicates S&P's expectation that lenders will receive a very high recovery (90%-100%) in the event of a default. S&P also assigned the 'BB' issue-level rating and '5' recovery rating to the company's $650 million senior unsecured notes. The '5' recovery rating indicates S&P's expectation that lenders will receive a modest recovery (10%-30%) in the event of a default. The company plans to use the borrowings under the delayed draw term loan and the net proceeds of the notes offering to finance the acquisition of Eagle Ottawa and for general corporate purposes, including the future redemption of the remaining amount outstanding of its 2020 notes. Lear's leverage, as measured by its ratio of debt to EBITDA for the trailing 12 months ended Sept. 27, 2014, was 1.2x, and the ratio of free operating cash flow to debt was over 25%. Even with the issuance of notes in 2014 and draw-down of the term loan in 2015, S&P expects leverage to remain significantly below 3x and the ratio of free operating cash flow to debt to stay above 15%. The amended and restated credit agreement amends certain covenants, extends the maturity date of the revolving credit facility to 2019, and establishes a $500 million delayed-draw term loan facility so that the need for these funds may coincide with the consummation of the Eagle Ottawa acquisition. The credit facility is secured by all the assets of the borrower and domestic subsidiaries and a 65% pledge of foreign subsidiaries' stock. The notes are senior unsecured obligations that the company's subsidiary guarantors guarantee on an unsecured basis. In right of payment, the notes are subordinated to the company's existing and future secured debt and equal to all existing and future senior unsecured debt. The corporate credit rating on Lear reflects S&P's assessment of the company's financial risk profile as "intermediate" and its business risk profile as "weak." The company is a Tier 1 supplier of seating systems and electrical systems for the global light- vehicle market. RATINGS LIST Lear Corp. Corporate credit rating BB+/Stable/-- Ratings Assigned Lear Corp. Senior secured $1.25 bil. revolver due 2019 BBB Recovery rating 1 $500 mil. term loan due 2020 BBB Recovery rating 1 Senior unsecured $650 mil. notes BB Recovery rating 5 LENNAR CORP: Fitch Rates $350MM Senior Notes Due 2019 'BB+' ----------------------------------------------------------- Fitch Ratings has assigned a 'BB+' rating to Lennar Corporation's (NYSE: LEN and LEN.B) proposed offering of $350 million of senior notes due 2019. This issue will be ranked on a pari passu basis with all other senior unsecured debt. Net proceeds from the notes offering will be used for working capital and general corporate purposes. The Rating Outlook is Stable. KEY RATING DRIVERS The ratings and Outlook for Lennar reflect the company's strong liquidity position and continuing recovery of the housing sector this year and in 2015. The ratings also reflect Lennar's successful execution of its business model over many cycles, geographic and product line diversity, and much lessened joint venture exposure than was the case just a few years ago. The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow during the past, severe industry downturn. Additionally, Lennar steadily, substantially reduced its number of joint ventures (JVs) over the last few years and, as a consequence, has very sharply lowered its JV recourse debt exposure (from $1.76 billion to $24.6 million as of Aug. 31, 2014). In contrast to almost all the other public homebuilders Lennar was profitable in fiscal 2010 and 2011, and the company was solidly profitable in fiscal 2012 and 2013. The company's gross margins are consistently above its peers, and contributions from its Rialto Investment segment have added to corporate profits in 2010, 2011, 2012 and 2013. There are still some challenges facing the housing market that are likely to moderate the early-to-intermediate stages of this recovery. Nevertheless, Lennar has the financial flexibility to navigate through the sometimes challenging market conditions and continue to broaden its franchise and invest in land and other opportunities. THE INDUSTRY Housing metrics should increase in 2014 due to moderate economic growth during the last three quarters of the year (prompted by improved household net worth, industrial production and consumer spending), and consequently some acceleration in job growth (as unemployment rates decrease to 6.2% for 2014 from an average of 7.4% in 2013), despite somewhat higher interest rates, as well as more measured home price inflation. Single-family starts in 2014 are projected to improve 2.9% to 636,000 as multifamily volume grows 17.6% to 361,000. Thus, total starts this year should be just short of 1 million. New home sales are forecast to edge up almost 1.5% to 436,000, while existing home volume is likely to decline 6% to 4.785 million due to fewer distressed homes for sale and limited inventory. New home price inflation should moderate in 2014, at least partially because of higher interest rates. Average and median new home prices should rise about 3.5% in 2014. Housing activity is likely to ratchet up more sharply in 2015 with the support of a steadily growing economy throughout the year. The unemployment rate should continue to move lower (5.8% in 2015). Credit standards should steadily, moderately ease throughout next year. Demographics should be more of a positive catalyst. More of those younger adults who have been living at home should find jobs and these 25-35 year olds should provide some incremental elevation to the rental and starter home markets. Single-family starts are forecast to rise about 18% to 750,000 as multifamily volume expands about 7% to 386,000. Total starts would be in excess of 1.1 million. New home sales are projected to increase 18% to 515,000. Existing home volume is expected to approximate 5.025 million, up 5%. New home price inflation should further taper off with higher interest rates and the mix of sales shifting more to first time homebuyer product. Average and median home prices should increase 2.2%-2.7%. Challenges remain, including the potential for higher interest rates, and restrictive credit qualification standards. IMPROVING FINANCIAL RESULTS AND CREDIT METRICS Lennar's corporate revenues expanded 29.3% to $5,195.87 million during the first nine months of 2014. Homebuilding revenues increased 30.5% to $4,696.94 million as home deliveries grew 11.2% to 14,053 and the average selling price increased 14.7% to $325,585. Deliveries improved in each region. The strongest comparisons were reported for the East and West regions, up 11.1% and 20.2%, respectively. The housing gross profit margin also reflected healthy improvement, growing 131 basis points (bps) to 25.28% during the first three quarters of 2014 - above peer averages. SG&A expense as a percentage of total homebuilding revenues declined from 10.75% to 10.57% for the first nine months of 2014. The company reported homebuilding operating income of $658.66 million for the first three quarters of 2014, up 50.1%. Financial services revenues decreased 3.4% to $316.35 million with lesser refinance activity, while segment profits dropped about 27% to $49.90 million as a result of competitive pressures. Rialto Investments revenues expanded 79.7% to $142.20 million and consisted primarily of securitization revenue and interest income from Rialto Mortgage Finance (RMF), interest income associated with the Rialto's segment's portfolio of real estate loans and fees for managing and servicing assets. Rialto had an operating profit of $7.66 million for the first three quarters of 2014 (including $20.7 million of net loss attributable to non- controlling interest) as compared to a year earlier profit of $10.56 million (including $4.6 million of net earnings attributable to non-controlling interest). Lennar Multifamily reported revenues of $40.39 million in 2014, up 204.9%. The segment operating loss slimmed from $10.44 million to $4.88 million. The corporate pretax income advanced 46.1% to $591.84 million. With a much higher (normalized) tax rate in 2014, net earnings attributable to Lennar rose 24.7% to $393.59 million for the nine months ended Aug. 31, 2014. Debt-to-latest 12 months (LTM) EBITDA was 4.4x at the end of the third quarter 2014, while interest coverage was 3.9x. Fitch expects further improvement in credit metrics, with leverage approaching 4.0x and interest coverage nearing 4.0x by the end of 2014. Net unit orders and the value of orders expanded 13.7% and 24.9% respectively, for the first nine months of 2014. (Orders were up 23.1% in the third quarter of 2014.) As of Aug. 31, 2014, unit backlog increased 22.4% to 7,290 and the backlog average sales price improved 5.5% to $339,736. The value of backlog gained 29.1% to $2,476.67 million. LIQUIDITY The company's homebuilding operations ended the third quarter of 2014 with $542.24 million in unrestricted cash and equivalents and $11.77 million in restricted cash. At Aug. 31, 2014, Lennar had a $1.5 billion unsecured revolving credit facility with certain financial institutions which includes a $263 million accordion feature that matures in June 2018, $200 million of letter of credit facilities with a financial institution and a $140 million letter of credit facility with a different financial institution. The proceeds available under the credit facility, which are subject to specified conditions for borrowing, may be used for working capital and general corporate purposes. The credit facility agreement also provides that up to $500 million in commitments may be used for letters of credit. As of Aug. 31, 2014, there were $70 million of borrowings under the credit facility. The company's debt maturities are well-laddered, with about 17% of its senior notes (as of Aug. 31, 2014) maturing through 2016. Lennar's performance letters of credit outstanding were $240.7 million as of Aug. 31, 2014. The company's financial letters of credit outstanding were $181.1 million at the end of the third quarter. Performance letters of credit are generally posted with regulatory bodies to guarantee its performance of certain development and construction activities. Financial letters of credit are generally posted in lieu of cash deposits on option contracts, for insurance risks, credit enhancements and as other collateral. HOMEBUILDING The company was the second largest homebuilder in 2013 and primarily focuses on entry-level and first-time move-up homebuyers. In 2013 and so far in 2014, approximately one third of sales were to the first time buyer, half to first time move up customers and the balance is a mix of second time move up, luxury and active adult. The company builds in 17 states with particular focus on markets in Florida, Texas and California. Lennar's significant ranking (within the top five or top 10) in many of its markets, its largely presale operating strategy, and a return on capital focus provide the framework to soften the impact on margins from declining market conditions. Fitch notes that in the past, acquisitions (in particular, strategic acquisitions) have played a significant role in Lennar's operating strategy. Compared to its peers, Lennar has had above-average exposure to JVs during this past housing cycle. Longer-dated land positions are controlled off balance sheet. The company's equity interests in its partnerships generally ranged from 10% to 50%. These JVs have a substantial business purpose and are governed by Lennar's conservative operating principles. They allow Lennar to strategically acquire land while mitigating land risks and reduce the supply of land owned by the company. They help Lennar to match financing to asset life. JVs facilitate just-in-time inventory management. Nonetheless, Lennar has substantially reduced its number of JVs over the last eight years (from 270 at the peak in 2006 to 36 as of Aug. 31, 2014). As a consequence, the company has very sharply lowered its JV recourse debt exposure from $1.76 billion to $24.6 million as of Aug. 31, 2014. In the future, management will still be involved with partnerships and JVs, but there will be fewer of them and they will be larger, on average, than in the past. The company did a good job in reducing its inventory exposure (especially early in the correction) and generating positive operating cash flow. In 2010, the company started to rebuild its lot position and increased land and development spending. Lennar spent about $600 million on new land purchases during 2011 and expended about $225 million on land development during the year. This compares to roughly $475 million of combined land and development spending during 2009 and about $704 million in 2010. During 2012, Lennar purchased approximately $1 billion of new land and spent roughly $302 million on development expenditures. Land spend totaled almost $1.9 billion in 2013, and development expenditures reached about $600 million, double the level of 2012. Total real estate spending in 2014 could be flat to up moderately (perhaps $200 million) as Lennar incrementally focuses more on development activities than on land spend. The company was considerably more cash flow negative in 2013 ($807.71 million) than in 2012 ($424.65 million). Lennar is likely to be much less cash flow negative in 2014, maybe half as much as in 2013. Fitch is comfortable with this real estate strategy given the company's cash position, debt maturity schedule, proven access to the capital markets and willingness to quickly put the brake on spending as conditions warrant. FINANCIAL SERVICES Lennar's financial services segment provides mortgage financing, title insurance and closing services for both buyers of its homes and others. Substantially all of the loans that the segment originates are sold within a short period in the secondary mortgage market on a servicing released, non-recourse basis. After the loans are sold, Lennar retains potential liability for possible claims by purchasers that the company breached certain limited industry standard representations and warranties in the loan sale agreements. The company participates in mortgage refinance activity, which periodically is consequential business. During the first three quarters of 2014, Lennar's financial services subsidiary provided loans to approximately 77% of its homebuyers who obtained mortgage financing in areas where Lennar offered services. During that same period, the company originated approximately 15,800 mortgage loans totaling $3.98 billion. RIALTO Lennar's Rialto segment was formed to focus on acquisitions of distressed debt and other real estate assets utilizing Rialto's abilities to source, underwrite, price, turnaround and ultimately monetize such assets in markets across the United States. Lennar had a similar operation in the 1980s, LNR Property Corporation, which was the vehicle used by the company to invest in and work out large portfolios of distressed real estate assets purchased from the government's Resolution Trust Corporation (RTC). This operation was subsequently spun-off as a separate publicly traded company and was later acquired by Cerberus Capital Management. Lennar's Rialto reportable segment is a commercial real estate investment, investment management, and finance company focused on raising, investing and managing third party capital, originating and securitizing commercial mortgage loans, as well as investing its own capital in real estate related mortgage loans, properties and related securities. Rialto utilizes its vertically-integrated investment and operating platform to underwrite, diligence, acquire, manage, workout and add value to diverse portfolios of real estate loans, properties and securities, as well as providing strategic real estate capital. Rialto's primary focus is to manage third party capital and to originate and sell into securitizations commercial mortgage loans. Rialto has commenced the workout and/or oversight of billions of dollars of real estate assets across the United States, including commercial and residential real estate loans and properties, as well as mortgage backed securities. To date, many of the investment and management opportunities have arisen from the dislocation in the United States real estate markets and the restructuring and recapitalization of those markets. In July 2013, RMF was formed to originate and sell into securitization five, seven and 10-year commercial first mortgage loans, generally with principal amounts between $2 million and $75 million, which are secured by income producing properties. This business is expected to be a significant contributor to Rialto revenues, at least in the near future. Rialto is the sponsor of and an investor in private equity vehicles that invest in and manage real estate related assets. This includes: -- Rialto Real Estate Fund, LP that was formed in 2010 to which investors have committed and contributed a total of $700 million of equity (including $75 million by Lennar); -- Rialto Real Estate Fund II, LP that was formed in 2012 with the objective to invest in distressed real estate assets and other related investments and that as of Aug. 31, 2014 had equity commitments of $1.3 billion (including $100 million by Lennar) and was closed to additional commitments; -- Rialto Mezzanine Partners Fund that was formed in 2013 with a target of raising $300 million in capital (including $27 million committed by Lennar) to invest in performing mezzanine commercial loans that have expected durations of one to two years and are secured by equity interests in the borrowing entity owning the real estate assets. Rialto also earns fees for its role as a manager of these vehicles and for providing asset management and other services to those vehicles and other third parties. LENNAR MULTIFAMILY Since 2012, Lennar has become actively involved, primarily through unconsolidated entities, in the development of multifamily rental properties. This business segment focuses on developing a geographically diversified portfolio of institutional quality multifamily rental properties in select U.S. markets. As of Aug. 31, 2014, Lennar's balance sheet had $205 million of assets related to the Lennar Multifamily segment, which includes investments in unconsolidated entities of $92.9 million. Lennar's net investment in the Lennar Multifamily segment as of Aug. 31, 2014 was $159.5 million. As of Aug. 31, 2014, the Lennar Multifamily segment had interests in 19 communities with development costs of approximately $1.1 billion, of which one community was completed and operating, two communities were partially completed and leasing, and 16 communities were under construction. The Lennar Multifamily segment also had a pipeline of future projects totaling $3.9 billion in assets across a number of states that will be developed primarily by unconsolidated entities. FIVEPOINT COMMUNITIES FivePoint manages large, complex master planned communities in the Western U.S., typically in a JV structure. These include the former military installation El Toro, the former Newhall Land and Farming Company (just north of Los Angeles) and San Francisco's Hunters Point. These entities will not be generating meaningful home deliveries for another few years. At Great Park (El Toro), the first phase of 726 homes is over 80% sold out and the second phase of 1,000 home sites will begin to be sold to builders at the beginning of next year. The grand opening will be late spring 2015. Lennar won two lawsuits which would have impeded the development at Newhall Land and also won an appeal of a lawsuit that challenged its environmental permit in the second quarter 2014. Newhall continues to defend various legal challenges, but its intent is to break ground in 2015. Lennar is pre-selling homes at the Shipyard, Candle Stick Park/Hunters Point, in San Francisco. About 250 homes are under construction and another 100 are scheduled to break ground in 2014. The venture will begin delivering these homes in 2015. Lastly, at Treasure Island, Lennar is designing homes and doing land development engineering with an expectation to break ground in early 2016. RATING SENSITIVITIES Future ratings and Outlooks will be influenced by broad housing market trends as well as company specific activity, such as trends in land and development spending, general inventory levels, speculative inventory activity (including the impact of high cancellation rates on such activity), gross and net new order activity, debt levels, free cash flow trends and uses, and the company's cash position. Fitch would consider taking further positive rating actions if the recovery in housing accelerates and Lennar shows steady improvement in credit metrics (such as debt to EBITDA leverage consistently less than 3x), while maintaining a healthy liquidity position (in excess of $1 billion in a combination of cash and revolver availability). Conversely, negative rating actions could occur if the recovery in housing dissipates and Lennar maintains an overly aggressive land and development spending program. This could lead to sharp declines in profitability, consistent and significant negative quarterly cash flow from operations, higher leverage and meaningfully diminished liquidity position (below $500 million). Fitch currently rates Lennar as: -- Issuer Default Rating 'BB+'; -- Senior unsecured debt 'BB+'. The Rating Outlook is Stable. LENNAR CORP: Moody's Rates New $350MM Sr. Unsecured Notes Ba3 ------------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Lennar Corporation's proposed new $350 million of senior unsecured notes due 2019, proceeds of which will be used for working capital and general corporate purposes. In the same rating action, Moody's affirmed Lennar's Ba3 corporate family rating, Ba3-PD probability of default rating, and the Ba3 rating on the company's 10 existing issues of senior unsecured and convertible senior notes due from 2015 to 2022. Moody's also affirmed Lennar's speculative grade liquidity rating at SGL-1. The rating outlook remains positive. The positive outlook reflects Moody's expectation that Lennar's adjusted debt leverage will trend towards that of a Ba2-rated homebuilder within the next 12 to 18 months while its other key credit metrics, e.g., gross margins, interest coverage, and return on assets, will continue to improve and, in some cases, exceed Ba2 levels. The following rating actions were taken: Proposed new $350 million of senior unsecured notes due 2019, assigned Ba3, LGD4; Corporate family rating, affirmed Ba3; Probability of default rating, affirmed at Ba3-PD; Existing senior unsecured notes, affirmed at Ba3, LGD4 ; Existing convertible senior notes, affirmed at Ba3, LGD4; Existing senior unsecured shelf, affirmed at (P)Ba3; New senior unsecured shelf assigned at (P)Ba3; Speculative grade liquidity assessment, affirmed at SGL-1; Ratings outlook is positive. Ratings Rationale The Ba3 corporate family rating reflects the company's industry- leading gross margins among the pure homebuilders; its strong earnings performance; the near elimination of its formerly outsized recourse joint venture debt exposure; and the substantial tangible equity base. In addition, the company has successfully managed its investments in new asset classes that are different from, albeit related to, more traditional homebuilding activities. At the same time, Lennar's ratings incorporate an adjusted pro forma homebuilding debt leverage of approximately 53% as of August 31, 2014 that is stretched even for a Ba3; the expectation of negative cash flow from operations over the next 12 to 18 months as the company continues to feed its growth engine; the moderately long land position; and its high proportion of speculative construction. In addition, Lennar's propensity to invest in different asset classes and structures compared to more traditional homebuilders adds an element of added risk to the company's credit profile. While these investments can and do generate solid returns and cash, especially during growth periods, they can also result in sizable write downs, onsiderable use of management time, and cash drains, as the joint venture operations did during the recent downturn. Lennar's liquidity is supported by its $642 million unrestricted cash position at August 31, 2014 (pro forma for the repayment of $250 million of senior unsecured notes early in September and the issuance herein of $350 million of senior unsecured notes), the availability of about $1.14 billion under its $1.24 billion committed senior unsecured revolving credit facility due 2018 (net of $70 million drawn and $26 million of outstanding letters of credit), and substantial headroom under its financial maintenance covenants. The revolving credit facility requires the company to maintain compliance, as of August 31, 2014, with minimum tangible net worth of $2.15 billion, maximum net debt leverage of 65.0%, and either a minimum 1.0x liquidity coverage of last 12 months interest incurred or a trailing 12 months interest coverage of 1.5x. The ratings could benefit if the company continues to generate positive and growing net income, resumes growing its free cash flow, continues to strengthen its liquidity, and, most importantly, drives its adjusted debt leverage towards the 45% level. The outlook and/or ratings could come under pressure if the economic backdrop suddenly and significantly takes a turn for the worse; the company begins generating negative net income; impairments were again to rise materially; the company were to experience even sharper-than-expected reductions in its trailing 12-month free cash flow generation; and/or adjusted debt leverage were to exceed 60% on a sustained basis. The principal methodology used in this rating was Global Homebuilding Industry published in March 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non- Financial Companies in the U.S., Canada and EMEA published in June 2009. Founded in 1954 and headquartered in Miami, Florida, Lennar is one of the country's largest homebuilders. The company operates in 17 states and specializes in the sale of single-family homes for first-time, move-up, and active adult buyers under the Lennar brand name. Lennar's Financial Services segment provides mortgage financing, title insurance and closing services or both buyers of the company's homes and others. Lennar's Rialto Investments segment is a vertically integrated asset management platform focused on investing throughout the commercial real estate capital structure. Lennar's Multifamily segment is a national developer of multifamily rental properties. Total revenues for the trailing 12 months ended August 31, 2014 were approximately $7.1 billion, and consolidated pretax income was $869 million. LENNAR CORP: S&P Rates Proposed $350MM Senior Notes Due 2019 'BB' ----------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'BB' issue-level rating to U.S.-based homebuilder Lennar Corp.'s proposed $350 million senior notes due 2019. The recovery rating is '3', indicating S&P's expectation for meaningful (50%-70%) recovery in the event of a payment default. S&P expects the company to use the proceeds for working capital and general corporate purposes. S&P's 'BB' corporate credit rating on Lennar is unaffected. Ratings List Lennar Corp. Corporate Credit Ratings BB/Stable/-- New Rating Lennar Corp. $350 mil sr notes due 2019 BB LEVEL 3 COMMUNICATIONS: Moody's Rates New $600MM Sr. Notes Caa1 --------------------------------------------------------------- Moody's Investors Service rated Level 3 Communications, Inc.'s new 8-year $600 million senior unsecured notes Caa1. Level 3's corporate family and probability of default ratings remain unchanged at B2 and B2-PD, respectively, and the company's speculative grade liquidity rating remains unchanged at SGL-2 (good liquidity). In addition, the ratings outlook remains stable. The new notes offering has no ratings implications as the proceeds, along with cash on hand, will be used to redeem all the of company's outstanding $605 million 11.875% notes due 2019. Level 3's overall credit profile is not affected and both corporate level and instrument ratings remain unchanged at their existing levels. The rating on the existing $605 million notes will be withdrawn in due course. The following summarizes the rating action: Assignments: Issuer: Level 3 Communications, Inc. Senior Unsecured Bond/Debenture, assigned Caa1 (LGD6) Ratings Rationale Level 3's B2 CFR is based on the company's ability to generate relatively modest free cash flow of between $250 million and $300 million in 2016 and, inclusive of debt which is presumed to be converted to equity in 2015, to de-lever by approximately 0.5x to 4.8x (Moody's adjusted) by the end of 2016. With enhanced scale and capabilities resulting from the TWT acquisition and from 2011's acquisition of Global Crossing Limited, Level 3 has a sound business proposition as a facilities-based provider of optical, Internet protocol telecommunications services for business enterprises. However, with no disclosed quantity or price metrics, visibility of current and future activity is very limited, a credit negative. In addition, in lieu of arranging a revolving bank credit facility, the company's liquidity depends on maintaining substantial cash balances, a matter which also constrains the rating. Rating Outlook The rating outlook is stable, reflecting expectations of a stable business platform and Moody's adjusted leverage of debt to EBITDA improving to 4.8x from an estimated 5.3x at closing of the TWT transaction. What Could Change the Rating -- UP Presuming solid industry fundamentals and tangible progress integrating TWT including strong sales growth and churn performance, solid liquidity, leverage of debt to EBITDA approaching 4.5x with free cash flow to debt approaching 5%, positive ratings pressure may develop. What Could Change the Rating -- DOWN Should industry fundamentals or liquidity deteriorate, or should free cash flow be constrained, likely as a result of elevated churn and TWT integration set-backs and with leverage of debt to EBITDA remain near 5.5x, negative ratings pressure may develop. The principal methodology used in this rating was Global Telecommunications Industry published in December 2010. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. LEVEL 3: Temasek Holdings Has 16.5% Stake as of Nov. 10 ------------------------------------------------------- In a Schedule 13D filed with the U.S. Securities and Exchange Commission, Temasek Holdings (Private) Limited and its affiliates disclosed that as of Nov. 10, 2014, they beneficially owned 55,498,593 shares of common stock of Level 3 Communications, Inc., representing 16.5 percent of the shares outstanding (based on 335,961,229 shares of Common Stock reported as outstanding as of Nov. 5, 2014, in the Company's quarterly report on Form 10-Q filed with the SEC on Nov. 7, 2014. A full-text copy of the regulatory filing is available for free at http://is.gd/lSFLeY About Level 3 Communications Headquartered in Broomfield, Colorado, Level 3 Communications, Inc., is a publicly traded international communications company with one of the world's largest communications and Internet backbones. Level 3 incurred a net loss of $109 million in 2013, a net loss of $422 million in 2012, and a net loss of $756 million in 2011. As of Sept. 30, 2014, the Company had $13.98 billion in total assets, $12.33 billion in total liabilities and $1.64 billion in stockholders' equity. * * * In June 2014, Fitch Ratings upgraded the Issuer Default Rating (IDR) assigned to Level 3 Communications, Inc. (LVLT) and its wholly owned subsidiary Level 3 Financing, Inc. (Level 3 Financing) to 'B+' from 'B'. "The upgrade of LVLT's ratings is supported by the continued strengthening of the company's credit profile since the close of the Global Crossing Limited (GLBC) acquisition, positive operating momentum evidenced by expanding gross and EBITDA margins, and ongoing revenue growth within the company's Core Network Services (CNS) segment and its position to generate meaning FCF," Fitch stated. In June 2013, Standard & Poor's Ratings Services raised its corporate credit rating on Level 3 to 'B' from 'B-'. "The upgrade reflects improved debt leverage, initially from the acquisition of the lower-leveraged Global Crossing in October 2011, and subsequently from realization of the bulk of what the company expects to eventually be $300 million of annual operating synergies," said Standard & Poor's credit analyst Richard Siderman. As reported by the TCR on Oc. 31, 2014, Moody's Investors Service upgraded Level 3 Communications Inc.'s corporate family rating (CFR) to B2 from B3. Level 3's B2 CFR is based on the company's ability to generate relatively modest free cash flow of between $250 million and $300 million in 2016 and, inclusive of debt which is presumed to be converted to equity in 2015, to de-lever by approximately 0.5x to 4.8x (Moody's adjusted) by the end of 2016. LIBERTY TOWERS: Seeks Extension of Schedules Filing --------------------------------------------------- Liberty Towers Realty LLC is set to appear on Dec. 2, 2014, before Bankruptcy Judge Elizabeth S. Stong at Courtroom 3585 in Brooklyn, New York, to seek an order for an extension of the time by which it must file its schedules of assets and liabilities and statement of financial affairs. The Debtor says it will be seeking a 30-day extension from the date of the order, pursuant to FRBP Rule 1007(c), to prepare and file the Schedules and any other documents required under Sec. 521 of the Bankruptcy Code without prejudice to its right to seek any further extensions from the Court. About Liberty Towers 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 petition was signed by Toby Luria as member. The Debtor estimated assets and debts of $10 million to $50 million. The Carlebach Law Group serves as the Debtor's counsel. 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. * * * The Sec. 341(a) meeting of creditors in the Debtor's case is currently set for Nov. 21, 2014, at 2:00 p.m. LIQUIDMETAL TECHNOLOGIES: Incurs $1 Million Net Loss in Q3 ---------------------------------------------------------- Liquidmetal Technologies, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $1.01 million on $97,000 of total revenue for the three months ended Sept. 30, 2014, compared to a net loss of $6.75 million on $456,000 of total revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $7.43 million on $410,000 of total revenue compared to a net loss of $12.16 million on $728,000 of total revenue for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $14.21 million in total assets, $6.86 million in total liabilities and $7.34 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/jsrZvH About Liquidmetal Technologies Based in Rancho Santa Margarita, Cal., Liquidmetal Technologies, Inc., and its subsidiaries are in the business of developing, manufacturing, and marketing products made from amorphous alloys. Liquidmetal Technologies markets and sells Liquidmetal(R) alloy industrial coatings and also manufactures, markets and sells products and components from bulk Liquidmetal alloys that can be incorporated into the finished goods of its customers across a variety of industries. The Company also partners with third- party licensees and distributors to develop and commercialize Liquidmetal alloy products. Liquidmetal reported a net loss and comprehensive loss of $14.24 million on $1.02 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss and comprehensive loss of $14.02 million on $650,000 of total revenue for the year ended Dec. 31, 2012. SingerLewak LLP, in Los Angeles, 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 suffered recurring losses from operations and has an accumulated deficit. This raises substantial doubt about the Company's ability to continue as a going concern. LOFINO PROPERTIES: Second Amended Chapter 11 Plan Now Effective --------------------------------------------------------------- Lofino Properties LLC informed the U.S. Bankruptcy Court for the Southern District of Ohio that its second amended Chapter 11 plan of reorganization became effective as of Nov. 14, 2014. As reported in the Troubled Company Reporter on Nov. 14, 2014, the Court directed Lofino Properties, LLC, et al., to file a final report, providing a detailed accounting of the payment, transfers, and other transactions involved in implementing the Second Amended Plan. The final report must be filed within one year from the date of entry of the order confirming the Plan. On Oct. 16, 2014, the Court entered an order confirming the Plan co-proposed by Henry E. Menninger, Jr., Chapter 11 trustee for the Debtors; and First Financial Bank, NA. The Plan provides that on the Effective Date, the Liquidating Trust will (a) be established on the terms set forth in the Liquidating Trust Agreement; and (b) become effective without any further documentation or need for approval by the Bankruptcy Court in accordance with Section IV.E of the Plan and vested with (a) the Causes of Action; (b) the Reorganized Lofino Membership Interests; (c) any assets of the Debtors not used in the operation of the First Financial Property; and (d) accounts receivable owed to Lofino Properties by (i) Michael D. Lofino, (ii) the Estate of Charles J. Lofino, (iii) 5011 Ocean Blvd, LLC, (iv) Lofino's Food Stores, Inc., and (v) Dayton Foods Limited Partnership; and (e) funds recovered by the Trustee prior to the Effective Date. A copy of the Plan is available for free at: http://bankrupt.com/misc/LofinoProperties_355_orderplan.pdf About Lofino Properties & Southland 75 Dayton, Ohio-based Lofino Properties, LLC, which owns retail stores, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34099) on Oct. 4, 2013. Lofino Properties listed assets of $19.91 million and liabilities of about $13.15 million. A sister company, Southland 75 LLC, which owns a strip shopping center, sought bankruptcy protection (Bankr. S.D. Ohio Case No. 13-34100) on the same day. Southland 75 listed assets of $8.09 million and liabilities of $5.62 million. The Hon. Judge Lawrence S. Walter presides over the cases. According to the petitions, attorneys at Pickrel, Schaeffer, and Ebeling, in Dayton, Ohio, represent the Debtors as counsel. The petitions were signed by Michael D. Lofino, managing member. In re Southland 75, LLC, case no. 13-34100, has been substantively consolidated on lead case no. 13-34099. Henry E. Menninger, Jr., has been appointed the chapter 11 trustee, and is represented by Raymond J. Pikna, Jr., Esq., at Wood & Lamping LLP. Attorneys for lender, First Financial Bank, N.A., can be reached at Robert G. Sanker, Esq., and Jason V. Stitt, Esq., at Keating Muething & Klekamp PLL. Maria Mariano Guthrie, Esq., and Leon Friedberg, Esq., at Carlile Patchen & Murphy, represent Jamie Hadac at Foresite Realty, as Receiver. Larry J. McClatchey, Esq., at Kegler Brown Hill + Ritter, represents LCM Investments Management LLC. GLICNY Real Estate Holding, LLC, is represented by Isaac M. Gabriel, Esq., at Quarles & Brady LLP; and Gilbert E. Blomgren, Esq., at Blomgren & Bobka Co., L.P.A. MARINA BIOTECH: Reports $7.1 Million Net Loss for Third Quarter --------------------------------------------------------------- Marina Biotech, Inc., reported a net loss of $7.12 million on $0 of license and other revenue for the three months ended Sept. 30, 2014, compared to a net loss of $976,000 on $800,000 of license and other revenue for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $12.3 million on $0 of license and other revenue compared to net income of $393,000 on $1.11 million of license and other revenue for the same period last year. As of Sept. 30, 2014, the Company had $9.95 million in total assets, $20.1 million in total liabilities and a $10.2 million total stockholders' deficit. "We continue to rebuild the company by focusing on three key areas: clinical pipeline, partnering and financials and at this point, we believe that we have taken significant steps to establish a solid foundation upon which to build shareholder value," stated J. Michael French, president & CEO of Marina Biotech. "The company's improved condition and outlook has helped us build momentum in our partnering discussions and over the next several months we will continue our efforts to enter into one or more licenses involving our delivery technologies. In addition, we expect to start in vivo proof-of-concept work for our myotonic dystrophy program. Finally, I would like to emphasize to our shareholders that we remain committed to efficiently utilizing our resources to accomplish as much as possible with the least expenditure, an approach we believe is essential at this point to realizing significant value from our assets," French added. A full-text copy of the press release is available at: http://is.gd/2hKnN6 About Marina Biotech Marina Biotech, Inc., headquartered in Bothell, Washington, is a biotechnology company focused on the discovery, development and commercialization of nucleic acid-based therapies utilizing gene silencing approaches such as RNA interference ("RNAi") and blocking messenger RNA ("mRNA") translation. The Company's goal is to improve human health through the development, either through its own efforts or those of its collaboration partners and licensees, of these nucleic acid-based therapeutics as well as the delivery technologies that together provide superior treatment options for patients. The Company has multiple proprietary technologies integrated into a broad nucleic acid-based drug discovery platform, with the capability to deliver novel nucleic acid-based therapeutics via systemic, local and oral administration to target a wide range of human diseases, based on the unique characteristics of the cells and organs involved in each disease. On June 1, 2012, the Company announced that, due to its financial condition, it had implemented a furlough of approximately 90% of its employees and ceased substantially all day-to-day operations. Since that time substantially all of the furloughed employees have been terminated. As of Sept. 30, 2012, the Company had approximately 11 remaining employees, including all of its executive officers, all of whom are either furloughed or working on reduced salary. As a result, since June 1, 2012, its internal research and development efforts have been minimal, pending receipt of adequate funding. As reported by the TCR on May 21, 2014, KPMG LLP was dismissed as the principal accountants for Marina Biotech, Inc., and Wolf & Company, P.C., had been engaged as replacement. In 2013, the Company incurred a net loss of $1.57 million on $2.11 million of license and other revenue, compared to a net loss of $9.54 million on $4.21 million of license and other revenue in 2012. MARKWEST ENERGY: S&P Rates $500MM Sr. Unsecured Notes Offering BB ----------------------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB' issue-level rating and '4' recovery rating to MarkWest Energy Partners L.P.'s and MarkWest Energy Finance Corp.'s $500 million senior unsecured notes offering due 2024. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery if a payment default occurs. The partnership intends to use net proceeds to repay outstanding borrowings under its revolving credit facility, to fund capital spending and for general partnership purposes. As of Sept. 30, 2014, the partnership had $3.5 billion of reported debt. Denver-based MarkWest is a midstream energy partnership that specializes in natural gas gathering and processing, and the fractionation of natural gas liquids. The corporate credit rating is 'BB' and the outlook is stable. RATINGS LIST MarkWest Energy Partners L.P. Corp credit rating BB/Stable/-- New Rating MarkWest Energy Partners L.P. MarkWest Energy Finance Corp. $500 mil sr unsecd notes due 2024 BB Recovery rating 4 MERITOR INC: S&P Raises Corp. Credit Rating to B+; Outlook Stable ----------------------------------------------------------------- Standard & Poor's Ratings Services raised its corporate credit rating on Troy, Mich.-based Meritor Inc. to 'B+' from 'B'. The outlook is stable. At the same time, S&P raised its issue-level rating on the company's senior secured revolver to 'BB' from 'BB-'. The '1' recovery rating on the debt remains unchanged, indicating S&P's expectation for very high recovery (90%-100%) in the event of payment default. S&P also raised its issue-level rating on the company's senior unsecured notes to 'B' from 'B-'. The '5' recovery rating on the debt remains unchanged, indicating S&P's expectation for modest recovery (10%-30%; lower half of the range) in the event of payment default. "The rating on Meritor reflects the company's improved debt leverage as well as our view that its credit measures will continue to improve in the fiscal year ending September 2015," said Standard & Poor's credit analyst Robyn Shapiro. "The company's operating performance improved in fiscal 2014 due to material and structural cost reductions and pricing initiatives, and we expect it to continue improving in 2015." Meritor also used proceeds from its settlement of the Eaton antitrust litigation, along with free cash flow, to repay debt balances and voluntarily prefund the next three years of mandatory contributions to its U.S. and U.K. pension plans. The outlook is stable. Meritor continues to gradually improve its operating performance, and it reduced debt leverage considerably in 2014. S&P believes Meritor's FOCF will remain positive for fiscal 2015. S&P could raise the rating over the next 12 months if Meritor's operating performance continues to strengthen, with EBITDA margins above 9%, such that S&P's assessment of the company's business improves. For an upgrade, S&P would also expect the company to maintain adjusted debt to EBITDA in the 4x-5x range and FOCF to debt of 5%-10%. S&P could lower its rating on Meritor during the next 12 months if overall commercial truck and industrial demand falters, negatively affecting Meritor's operating performance. For example, a downgrade could occur if debt leverage increases and returns to above 5x or FOCF to debt falls below 5%. This could occur if gross margins fall below 14% in fiscal 2015. MERRIMACK PHARMACEUTICALS: Director James Dresser Resigns --------------------------------------------------------- James van B. Dresser provided notice of his resignation from the Board of Directors of Merrimack Pharmaceuticals, Inc., effective as of Nov. 12, 2014, according to a regulatory fiilng with the U.S. Securities and Exchange Commission. On Nov. 12, 2014, the Board elected Vivian S. Lee as a director of the Company to fill the vacancy created by the resignation of Mr. Dresser. Ms. Lee was also elected to serve on the Organization and Compensation Committee of the Board. About Merrimack Cambridge, Mass.-based Merrimack Pharmaceuticals, Inc., a biopharmaceutical company discovering, developing and preparing to commercialize innovative medicines consisting of novel therapeutics paired with companion diagnostics. The Company's initial focus is in the field of oncology. The Company has five programs in clinical development. In it most advanced program, the Company is conducting a pivotal Phase 3 clinical trial. Merrimack reported a net loss of $130.68 million in 2013, a net loss of $91.75 million in 2012 and a net loss of $79.67 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $188.60 million in total assets, $288.46 million in total liabilities, $150,000 in non-controlling interest and a $99.71 million total stockholders' deficit. MICROCOAL INC: Parent Withdraws Bankruptcy Reorganization --------------------------------------------------------- MicroCoal(R) Technologies Inc. on Nov. 18 disclosed its withdrawal from voluntary bankruptcy reorganization its wholly owned United States subsidiary MicroCoal Inc. In a prior news release, the Company announced its intention to restructure the subsidiary through bankruptcy protection. Chief Executive Officer Lawrence Siegel noted: "The suspension of these bankruptcy proceedings means that the Company can turn its focus to the construction of its commercial-scale demonstration plant in King William County, Virginia." Remarked James Young, Chairman of the Board of Directors: "Although the Company was prepared to wind-up MicroCoal Inc. through bankruptcy proceedings, I am pleased that the Company was able to achieve its corporate re-organization objectives in such a way that this bankruptcy could be avoided." About MicroCoal Technologies MicroCoal(R) Technologies Inc. is focused on commercializing its unique, clean-coal upgrading technology known as MicroCoal(R); a low-cost, patented microwave technology that reduces moisture in coal resulting in an upgraded energy content of coal. This process provides significant financial benefits to coal-fired electrical generating utilities such as: large cost savings from switching to low-rank coal, substantial increases in boiler efficiencies and heat output, improved ash efficiencies and reductions in scrubber costs. Important environmental benefits such as reductions in greenhouse gases and mercury can also be derived from implementation of this technology. The Company is currently constructing the first commercial facility in Indonesia and discussions for other projects are underway. MINT LEASING: Delays Form 10-Q Filing for Review ------------------------------------------------ The Mint Leasing, Inc., disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that it has experienced delays in completing its quarterly report on Form 10-Q for the quarter ended Sept. 30, 2014, as the Company's auditor has not completed its review of the financial statements. As a result, the Company is delayed in filing its Quarterly Report on Form 10-Q for the quarter ended Sept. 30, 2014. About Mint Leasing Houston, Texas-based The Mint Leasing, Inc., is in the business of leasing automobiles and fleet vehicles throughout the United States. Mint Leasing reported net income of $3.22 million on $6.45 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $238,969 on $9.97 million of total revenues in 2012. As of June 30, 2014, the Company had $17.86 million in total assets, $16.58 million in total liabilities and $1.28 million in total stockholders' equity. Bankruptcy Warning "We do not currently have any commitments of additional capital from third parties or from our sole officer and director or majority shareholders. We can provide no assurance that additional financing will be available on favorable terms, if at all. If we choose to raise additional capital through the sale of debt or equity securities, such sales may cause substantial dilution to our existing shareholders and/or trigger the anti- dilution protection of the Warrants. If we are not able to obtain additional funding to repay the Amended Loan and our other outstanding notes payable and debt facilities, we may be forced to abandon or curtail our business plan, which may cause any investment in the Company to become worthless. Our independent auditor has expressed substantial doubt regarding our ability to continue as a going concern. If we are unable to continue as a going concern, we may be forced to file for bankruptcy protection, may be forced to cease our filings with the Securities and Exchange Commission, and the value of our securities may decline in value or become worthless," the Company said in the 2013 Annual Report. MISSISSIPPI PHOSPHATES: Can File Schedules Until Dec. 10 -------------------------------------------------------- Hon. Katharine M. Samson granted Mississippi Phosphates Corporation an extension of the time by which it must file its schedules of assets and liabilities and statements of financial affairs through December 10, 2014. About Mississippi Phosphates Mississippi Phosphates Corporation is a major United States producer and marketer of diammonium phosphate ("DAP"), one of the most common types of phosphate fertilizer. MPC, which was formed as a Delaware corporation in October 1990, owns a DAP facility in Pascagoula, Mississippi, which was acquired from Nu-South, Inc. in its 1990 bankruptcy. Phosphate rock, the primary raw material used in the production of DAP, is being supplied by OCP S.A., a corporation owned by the Kingdom of Morocco. The parent, Phosphate Holdings, Inc., was formed in December 2004 in connection with the bankruptcy reorganization of MPC and its then-parent Mississippi Chemical Corporation, the first fertilizer cooperative in the United States. As of Oct. 27, 2014, MPC has a work force of 250 employees, broken into 224 regular employees and 26 "nested" third-party contract employees. MPC and its subsidiaries, namely Ammonia Tank Subsidiary, Inc., and Sulfuric Acid Tanks Subsidiary, Inc., sought Chapter 11 bankruptcy protection (Bankr. S.D. Miss. Lead Case No. 14-51667) on Oct. 27, 2014. Judge Katharine M. Samson is assigned to the cases. Mississippi Phosphates estimated $100 million to $500 million in both assets and liabilities. Affiliates Ammonia Tank and Sulfuric Acid Tanks each estimated $1 million to $10 million in both assets and liabilities. The Debtors have tapped Stephen W. Rosenblatt, Esq., at Butler Snow LLP as counsel. The U.S. Trustee for Region 5 has appointed seven creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The meeting of creditors pursuant to Sec. 341(a) in the Debtors' cases is currently scheduled for Dec. 17, 2014, at 10:30 a.m., in Gulfport, Mississippi. MOBILE MINI: Moody's Affirms B1 Corporate Family Rating ------------------------------------------------------- Moody's Investors Service affirmed the B1 corporate family and B2 senior unsecured ratings of Mobile Mini, Inc. ("Mobile Mini"), and revised the outlook on the ratings to negative from positive. The rating action follows Mobile Mini's announcement that it will purchase Evergreen Tank Solutions ("ETS", B3 stable), a provider of specialty containment solutions, for $405 million in cash. Ratings Rationale The negative outlook reflects the expected weakening of Mobile Mini's credit profile relating to higher leverage and operating risks from a business new to the company. Mobile Mini plans to fund the acquisition via its existing ABL revolver, which will increase the company's leverage to approximately 5.5x on a pro- forma basis from 4x at the end of third quarter (based on unadjusted EBITDA). The company expects to close the transaction by the end of this year. The transaction will also weaken Mobile Mini's funding profile, which is heavily reliant on the company's ABL facility. The company plans to upsize the facility by $100 million to a total facility size of $1 billion in order to create additional capacity to fund the acquisition. Mobile Mini estimates that it will have less than $300 million available under the facility once the transaction closes, which will substantially reduce its financial and operational flexibility. Partially mitigating this concern is Mobile Mini's strong cash flow generation, relatively low capital expenditures requirements in its mobile storage leasing business, and absence of near-term debt maturities. The negative outlook also reflects the business and execution risk presented by the acquisition, given that by acquiring ETS, Mobile Mini will be expanding into an industry that is new to the company. In Moody's view, ETS has a weaker credit profile than Mobile Mini, has higher capital expenditure requirements and weaker cash flow generation, and exposes Mobile Mini to potential liabilities related to the transportation and storage of environmentally sensitive materials. Moody's had assigned a positive outlook to Mobile Mini's ratings earlier this year, citing improved financial performance and continued deleveraging. The announced debt-financed acquisition is not commensurate with Moody's previous expectation that the company would further reduce leverage. Ratings would be downgraded if the combined entity's financial and operating performance proves to be weaker than anticipated and if the company fails to reduce its leverage to at least 4x within a year after closing the acquisition. The principal methodology used in this rating was Finance Company Global Rating Methodology published in March 2012. MOOG INC: Moody's Assigns Ba2 CFR & Rates $250MM Unsec. Notes Ba2 ----------------------------------------------------------------- Moody's Investors Service assigned Moog Inc. a Ba2 Corporate Family Rating ("CFR"), Ba2-PD Probability of Default Rating, and a Ba3 rating to the company's proposed $250 million senior unsecured notes due 2022. Concurrently, Moody's assigned a Speculative-Grade Liquidity ("SGL") rating of SGL-2 to Moog reflecting the expectation of a good near-term liquidity profile. The rating outlook is stable. The proceeds from the $250 million senior unsecured notes are expected to be used to reduce borrowings under the company's $1.1 billion revolving credit facility due May 2019. Pro forma for the proposed transaction, total debt is expected to increase marginally. Moody's notes that total debt levels could remain elevated given the company's increase in share repurchase activity and ability to repurchase additional shares under its 5 million share repurchase program authorized in August of this year. The company completed share buybacks under its 4 million share repurchase program that had been authorized in January of this year. The Ba3 rating on the proposed notes reflects the junior position of the notes given their unsecured status relative to the company's sizable bank credit facility secured by domestic assets. The following ratings were assigned (the ratings are based on the transaction as currently proposed and are subject to change upon Moody's review of final documentation): Corporate Family Rating, assigned Ba2; Probability of Default Rating, assigned Ba2-PD; $250 million Senior Unsecured Notes due 2022, assigned Ba3 (LGD-5); Speculative-Grade Liquidity Rating, assigned SGL-2; Rating outlook is stable. Rating Rationale Moog's Ba2 Corporate Family Rating considers the company's well- established position in the design and manufacture of precision motion and fluid controls and systems. The ratings benefit from Moog's program platform, end-market and geographic diversity on a large installed-base within its primary and largest end-market, aerospace & defense, as well as its diversity via its exposure to the industrial and medical markets. The ratings are counterbalanced by a recent shift towards a more shareholder- friendly financial policy. The company has spent $266 million to fund share repurchases during the first nine months of calendar 2014 and authorized a new share repurchase program in August of this year. The company's bolt-on acquisition focus, costs related to some commercial aerospace production ramp-ups, as well as defense budget pressures in the United States and Europe constrain the ratings. However, the ratings also reflect the company's good liquidity profile characterized by the expectation of continued positive free cash flow generation and a healthy backlog. The Speculative-Grade Liquidity ("SGL") assessment of SGL-2 indicates the expectation that the company will maintain a good liquidity profile over the next twelve months. The ratings anticipate that the company will continue to generate positive free cash flow. The company's liquidity profile over the next twelve to eighteen months remains relatively unchanged post the proposed transaction as the increased availability under the company's revolver could be offset by increased borrowings to finance any share repurchases. The ratings anticipate that the company will continue to rely on its revolving credit facility as a source of liquidity. The good liquidity rating is supported by the company's cash flow generation, availability under its sizable credit facility, ample cushion under its credit agreement financial maintenance covenants and ability to sell foreign assets if needed. The stable outlook anticipates that the company will maintain a good liquidity profile over the intermediate term with debt/EBITDA remaining below 4.0 times. Ratings could be subject to downward pressure if the company were to take on material, additional debt to finance acquisitions or share purchases, or if the adequacy of Moog's liquidity position were to come into question. The ratings could also be downgraded if free cash flow generation materially deteriorates, debt/EBITDA surpasses 4.0 times or operating margins decline below 9%. The ratings could be raised if leverage (debt / EBITDA on a Moody's adjusted basis) declines to below 2.5 times on a sustained basis, operating margins exceed 12%, FCF/debt remains above 10% and the company maintains a good liquidity profile. The principal methodology used in these ratings was Global Aerospace and Defense Industry published in April 2014. Other methodologies used include Loss Given Default for Speculative- Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Moog, Inc., headquartered in East Aurora, NY, is a designer and manufacturer of high performance precision motion control products and systems for aerospace and industrial markets. The company operates within five segments: Aircraft Controls, Space and Defense Controls, Industrial Systems, Components, and Medical Devices. Moog reported fiscal year ended September 30, 2014 revenues of approximately $2.65 billion. MOTORS LIQUIDATION: Had $750MM Assets in Liquidation at Sept. 30 ---------------------------------------------------------------- Motors Liquidation Company GUC Trust filed with the U.S. Securities and Exchange Commission its quarterly report disclosing $1.06 billion in total assets, $315 million in total liabilities and $750 million in net assets in liquidation as of Sept. 30, 2014. During the three months ended Sept. 30, 2014, net assets in liquidation decreased by $380.7 million, from $1.13 billion, principally as a result of liquidating distributions of $200 million and a decrease in the fair value of holdings of New GM Securities since June 30, 2014. During the six months ended Sept. 30, 2014, net assets in liquidation decreased by approximately $314.5 million, from $1.06 billion to $750 million, principally as a result of liquidating distributions of $210 million and a decrease in the fair value of holdings of New GM Securities since March 31, 2014. 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. On March 31, 2011, the date the Plan became effective, there were approximately $29,771 million in Allowed General Unsecured Claims. In addition, as of the Effective Date, there were approximately $8,154 million in disputed general unsecured claims, which reflects liquidated disputed claims and a Bankruptcy Court ordered distribution reserve for unliquidated disputed claims, but does not reflect potential Term Loan Avoidance Action Claims. The total aggregate amount of general unsecured claims, both allowed and disputed, asserted against the Debtors, inclusive of the potential Term Loan Avoidance Action Claims, was approximately $39,425 million as of the Effective Date. 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. During the quarter ended Sept. 30, 2014, the GUC Trust Administrator reviewed the current and potential Taxes on Distribution. As a result of that review, the GUC Trust Administrator determined that New GM Securities with an aggregate fair market value (as of Sept. 30, 2014) of $247.8 million and related Dividend Cash of $3.4 million should be set aside for potential Taxes on Distribution based on (1) the GUC Trust's method for calculating potential gains on distributions or sales of New GM Securities (reduced by future deductible expenses at Sept. 30, 2014) and (2) the GUC Trust's method for converting the potential tax liability to the number of securities to be set aside. Those New GM Securities are not currently available for distribution to the beneficiaries of GUC Trust Units. The GUC Trust Administrator intends to continue to reevaluate the numbers of New GM Securities set aside on a quarterly basis. As of Sept. 30, 2014, the GUC Trust had accrued liquidating distributions payable aggregating $248.8 million, consisting of $245.4 million in respect of New GM Securities and cash of $3.4 million then distributable. As a result, the numbers of New GM Securities reflected above include shares and warrants for which liquidating distributions were then pending. As of Sept. 30, 2014, these securities for which distributions were then pending aggregated 3,749,598 shares of New GM Common Stock, 3,408,618 Series A Warrants and 3,408,618 Series B Warrants. As of Sept. 30, 2014, the number of common stock shares and warrants also includes New GM Securities aggregating $59 million (excluding related Dividend Cash) reserved, or set aside, for projected GUC Trust fees, costs and expenses to be incurred beyond 2014 (including $5.7 million for projected Dividend Taxes) and $247.8 million (excluding related Dividend Cash) of New GM Securities reserved, or set aside, for potential Taxes on Distribution. As a result, as of Sept. 30, 2014, the numbers of New GM Securities include an aggregate of 4,687,818 shares of New GM Common Stock, 4,261,628 New GM Series A Warrants, and 4,261,628 New GM Series B Warrants which have been so set aside. The GUC Trust's policy is to recognize transfers between levels of the fair value hierarchy as of the actual date of the event of change in circumstances that caused the transfer. There were no such transfers during the three or six months ended Sept. 30, 2014, and the year ended March 31, 2014. During the three months ended Sept. 30, 2014, estimates of expected Wind-Down Costs and estimates of expected Reporting Costs (for which there is a reasonable basis for estimation) increased by $2.2 million and $51,000, respectively. During the six months ended Sept. 30, 2014, the GUC Trust's holdings of cash and cash equivalents increased approximately $13.4 million from approximately $14.9 million to approximately $28.3 million. The increase was due primarily to proceeds from the maturity and sale of marketable securities in excess of reinvestments of $9.2 million and dividends received on holdings of New GM Common Stock of $9.2 million, offset in part by cash paid for liquidation and administrative costs of $4.7 million and cash paid for Residual Wind-Down Claims of $0.6 million. A full-text copy of the Form 10-Q is available for free at: http://is.gd/Fdn5Eb MOUNTAIN PROVINCE: Incurs C$966,000 Net Loss in Third Quarter ------------------------------------------------------------- Mountain Province Diamonds Inc. reported a net loss of C$965,881 for the three months ended Sept. 30, 2014, compared to a net loss of C$8.60 million for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $3.93 million compared to a net loss of C$19.76 million for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $201 million in total assets, $41.4 million in total liabilities and $159 million in total shareholders' equity. "The Company currently has no source of revenues. In the nine months ended September 30, 2014 and the year ended December 31, 2013, the Company incurred losses, had negative cash flows from operating activities, and will be required to obtain additional sources of financing to complete its business plans going into the future. Although the Company had working capital of $11,989,043 at September 30, 2014, including $36,672,923 of cash and short- term investments, and issued common shares for gross proceeds of $100 million subsequent to September 30, 2014 (note 14), the Company has insufficient capital to finance the Company's share of development costs of the Gahcho Kue Project (Note 8) over the next 12 months. The Company is currently investigating various sources of additional funding to increase the cash balances required for ongoing operations over the foreseeable future. These additional sources include, but are not limited to, share offerings, private placements, rights offerings, credit and debt facilities, as well as the exercise of outstanding options. The Company appointed three leading international banks to arrange and underwrite a senior secured term loan facility of up to US$370M to partially fund the Company's share of the construction cost of the Gahcho Ku' diamond mine. However, there is no certainty that the Company will be able to obtain financing from any of those sources. Failure to meet the obligations to the Company's share in the Gahcho Kue Project may lead to dilution of the interest in the Gahcho Kue Project and may require the Company to write off costs capitalized to date. These conditions indicate the existence of a material uncertainty that results in substantial doubt as to the Company's ability to continue as a going concern." A full-text copy of the Form 6-K report as filed with the SEC is available for free at http://is.gd/EPDvC3 About Mountain Province Diamonds Headquartered in Toronto, Canada, Mountain Province Diamonds Inc. (TSX: MPV, NYSE AMEX: MDM) -- http://www.mountainprovince.com/-- is a Canadian resource company in the process of permitting and developing a diamond deposit known as the "Gahcho Kue Project" located in the Northwest Territories of Canada. The Company's primary asset is its 49 percent interest in the Gahcho Kue Project. Mountain Province reported a net loss of C$26.60 million in 2013, a net loss of C$3.33 million in 2012 and a net loss of C$11.53 million in 2011. MVB HOLDING: Files Schedules of Assets and Liabilities ------------------------------------------------------ MVB Holding, LLC, filed with the U.S. Bankruptcy Court for the Southern District of Mississippi its schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property $0 B. Personal Property $1,367,870 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $17,840,335 E. Creditors Holding Unsecured Priority Claims $930,469 F. Creditors Holding Unsecured Non-Priority Claims $6,610,323 ----------- ----------- Total $1,367,870 $25,381,127 A copy of the schedules is available for free at: http://bankrupt.com/misc/MVBHolding_160_SAL.pdf About MVB Holding MVB Holding, LLC, in Biloxi, Mississippi, filed a Chapter 11 bankruptcy petition (Bankr. S.D. Miss. Case No. 14-51430) on Sept. 16, 2014. MVB owns the Margaritaville casino in Biloxi. Judge Katharine M. Samson presides over the case. Robert Alan Byrd, Esq., at Byrd & Wiser, serves as the Debtor's counsel. In its petition, MVB estimated $10 million to $50 million in assets and liabilities. The petition was signed by Doug Shipley as president/CEO. The U.S. Trustee for Region 5 appointed three creditors of MVB Holding, LLC to serve on the official committee of unsecured creditors. NET TALK.COM: Incurs $682,000 Net Loss in Third Quarter ------------------------------------------------------- NetTalk.com, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $682,019 on $1.20 million of net revenues for the three months ended Sept. 30, 2014, compared with a net loss of $884,879 on $1.49 million of net revenues for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $1.67 million on $3.66 million of net revenues compared to a net loss of $3.74 million on $4.41 million of net revenues for the same period a year ago. As of Sept. 30, 2014, the Company had $5.02 million in total assets, $13.06 million in total liabilities, and a $8.03 million total stockholders' deficit.' A full-text copy of the Form 10-Q is available for free at: http://is.gd/YYFsJf 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. 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. NORTEL NETWORKS: Judge Approves More Fees for Advisers ------------------------------------------------------ Peg Brickley, writing for The Wall Street Journal, reported that a bankruptcy judge in Delaware has signed off three months of bills totaling about $36 million from lawyers and advisers to Nortel Networks' U.S. arm. According to the report, citing court papers, Cleary Gottlieb Steen & Hamilton, the lead law firm for Nortel U.S. in bankruptcy, was the top earner in the crowd, taking in $21.5 million in fees and expenses from May through July. About Nortel Networks Headquartered in Ontario, Canada, Nortel Networks Corporation and its various affiliated entities provided next-generation technologies, for both service provider and enterprise networks, support multimedia and business-critical applications. Nortel did business in more than 150 countries around the world. Nortel Networks Limited was the principal direct operating subsidiary of Nortel Networks Corporation. On Jan. 14, 2009, Nortel Networks Inc.'s ultimate corporate parent Nortel Networks Corporation, NNI's direct corporate parent Nortel Networks Limited and certain of their Canadian affiliates commenced a proceeding with the Ontario Superior Court of Justice under the Companies' Creditors Arrangement Act (Canada) seeking relief from their creditors. Ernst & Young was appointed to serve as monitor and foreign representative of the Canadian Nortel Group. That same day, the Monitor sought recognition of the CCAA Proceedings in U.S. Bankruptcy Court (Bankr. D. Del. Case No. 09-10164) under Chapter 15 of the U.S. Bankruptcy Code. That same day, NNI and certain of its affiliated U.S. entities filed voluntary petitions for relief under Chapter 11 of the U.S. Bankruptcy Code (Bankr. D. Del. Case No. 09-10138). In addition, the High Court of England and Wales placed 19 of NNI's European affiliates into administration under the control of individuals from Ernst & Young LLP. Other Nortel affiliates have commenced and in the future may commence additional creditor protection, insolvency and dissolution proceedings around the world. On May 28, 2009, at the request of administrators, the Commercial Court of Versailles, France, ordered the commencement of secondary proceedings in respect of Nortel Networks S.A. On June 8, 2009, Nortel Networks UK Limited filed petitions in U.S. Bankruptcy Court for recognition of the English Proceedings as foreign main proceedings under Chapter 15. U.S. Bankruptcy Judge Kevin Gross presides over the Chapter 11 and 15 cases. Mary Caloway, Esq., and Peter James Duhig, Esq., at Buchanan Ingersoll & Rooney PC, in Wilmington, Delaware, serves as Chapter 15 petitioner's counsel. In the Chapter 11 case, James L. Bromley, Esq., and Howard S. Zelbo, Esq., at Cleary Gottlieb Steen & Hamilton, LLP, in New York, serve as the U.S. Debtors' general bankruptcy counsel; Derek C. Abbott, Esq., at Morris Nichols Arsht & Tunnell LLP, in Wilmington, serves as Delaware counsel. The Chapter 11 Debtors' other professionals are Lazard Freres & Co. LLC as financial advisors; and Epiq Bankruptcy Solutions LLC as claims and notice agent. The U.S. Trustee appointed an Official Committee of Unsecured Creditors in respect of the U.S. Debtors. Fred S. Hodara, Esq., at Akin Gump Strauss Hauer & Feld LLP, in New York, and Christopher M. Samis, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, represent the Unsecured Creditors Committee. An ad hoc group of bondholders also was organized. An Official Committee of Retired Employees and the Official Committee of Long- Term Disability Participants tapped Alvarez & Marsal Healthcare Industry Group as financial advisor. The Retiree Committee is represented by McCarter & English LLP as Delaware counsel, and Togut Segal & Segal serves as the Retiree Committee. The Committee retained Alvarez & Marsal Healthcare Industry Group as financial advisor, and Kurtzman Carson Consultants LLC as its communications agent. Several entities, particularly, Nortel Government Solutions Incorporated and Nortel Networks (CALA) Inc., have material operations and are not part of the bankruptcy proceedings. As of Sept. 30, 2008, Nortel Networks Corp. reported consolidated assets of $11.6 billion and consolidated liabilities of $11.8 billion. The Nortel Companies' U.S. businesses are primarily conducted through Nortel Networks Inc., which is the parent of majority of the U.S. Nortel Companies. As of Sept. 30, 2008, NNI had assets of about $9 billion and liabilities of $3.2 billion, which do not include NNI's guarantee of some or all of the Nortel Companies' about $4.2 billion of unsecured public debt. Since the commencement of the various insolvency proceedings, Nortel has sold its business units and other assets to various purchasers. Nortel has collected roughly $9 billion for distribution to creditors. Of the total, $4.5 billion came from the sale of Nortel's patent portfolio to Rockstar Bidco, a consortium consisting of Apple Inc., EMC Corporation, Telefonaktiebolaget LM Ericsson, Microsoft Corp., Research In Motion Limited, and Sony Corporation. The consortium defeated a $900 million stalking horse bid by Google Inc. at an auction. The deal closed in July 2011. Nortel has filed a proposed plan of liquidation in the U.S. Bankruptcy Court. The Plan generally provides for full payment on secured claims with other distributions going in accordance with the priorities in bankruptcy law. The trial on how to divide proceeds among creditors in the U.S., Canada, and Europe commenced on Sept. 22, 2014. OAK ROCK: NY Supreme Court Rejects IDB Suit Against EisnerAmper --------------------------------------------------------------- The Supreme Court, New York County dismissed Israel Discount Bank of New York's lawsuit filed on its own behalf (and, purportedly, on behalf of three other banks) against accounting firm EisnerAmper LLP. IDB seeks to hold EisnerAmper liable for its allegedly negligent auditing of non-party Oak Rock Financial, LLC. At oral argument, IDB said it is asserting a single cause of action for fraud and not asserting claims for negligence or professional malpractice. Oak Rock, founded in 2001 by non-party John Murphy, is "a specialty asset-based lending company." Until fraud at Oak Rock was discovered, Oak Rock was solely managed and controlled by Murphy. Oak Rock makes "revolving asset-based loans" to installment financing dealers. Oak Rock funds the dealers' financing and collateralizes that funding with the receivables in which the dealers have a security interest. Oak Rock, in turn, finances its lending with credit facilities with a lower cost of debt than Oak Rock charges the dealers. Thus, Oak Rock leverages its ability to obtain relatively low-cost debt and creates credit lines for merchants via the dealers, with the dealers doing the actual merchant lending. The merchant lending is secured by the merchants' receivables, which is the collateral that flows upward to Oak Rock and its own financers, such as IDB, as the asset that backs this lending channel. EisnerAmper issued unqualified Independent Auditors' Reports on Oak Rock's balance sheet and other financial statements for the years 2002 through 2011. IDB began lending money to Oak Rock in July 2001 with a credit facility, whereby IDB obtained first priority security interests in Oak Rock's assets. Around the time the fraud was unveiled, Oak Rock owed its lenders approximately $90 million, about $33 million of which was owed to IDB. The lenders declared Oak Rock in default on April 23, 2013 and accelerated the debt. On April 29, 2013, the lenders commenced an involuntary Chapter 7 proceeding in the United States Bankruptcy Court for the Eastern District of New York (In re: Oak Rock Financial LLC, Case No. 8-13-72251). In an order dated May 6, 2013, the bankruptcy court converted the case to a Chapter 11 proceeding and, to date, Oak Rock continues to operate as a debtor-in-possession. On December 20, 2013, Murphy pled guilty to bank fraud and conspiracy to commit bank fraud, committed between January 2009 and April 2013 In its lawsuit, IDB seeks to hold EisnerAmper liable for the false information in Oak Rock's financial statements that IDB allegedly relied on in lending money to Oak Rock. However, in a highly unusual (and possibly intentional) decision, the complaint does not identify the cause or causes of action being asserted against EisnerAmper. Rather, a long, detailed narrative is presented, spanning 96 pages. According to Judge Shirley Werner Kornreich, when the court first read the complaint, it was unsure what claims were being asserted, and assumed that, based on the nature of the accusations, IDB was attempting to assert a malpractice claim against EisnerAmper. "EisnerAmper's counsel, understandably, thought so as well, and devoted a significant portion of its moving brief to explain, quite correctly, why such a claim fails as a matter of law. In opposition, IDB claimed its complaint was misunderstood, and, in reality, was only a claim for fraud. Specifically, IDB alleges that EisnerAmper's false statements in its audit reports about Oak Rock's financials, which IDB claims were the result of a grossly negligent audit process, amount to actionable fraud," Judge Kornreich said. Judge Kornreich also noted that, while not a basis for this decision, the Official Committee of Oak Rock's unsecured creditors recently filed adversary proceeding against IDB in Oak Rock's bankruptcy proceeding. That suit suggests that, even if IDB's case against the EisnerAmper survived dismissal, its viability would be very much in question. The recently unsealed adversary complaint, Judge Kornreich said, alleges that IDB "had more contact, control and information about [Oak Rock] than any other lender and was responsible for managing [Oak Rock's] collateral." The facts alleged in the adversary complaint, if true, would preclude an assertion of reasonable reliance and likely implicate the in pari delicto doctrine. The case is, ISRAEL DISCOUNT BANK OF NEW YORK, ON ITS OWN BEHALF and AS AGENT FOR BANK LEUMI USA, CAPITAL ONE, N.A., and BANK HAPOALIM, B.M., Plaintiff, v. EisnerAMPER LLP, Defendant, 651135/2014 (N.Y. Sup.). A copy of the Court's November 14, 2014 decision is available at http://bit.ly/1uNW3Plfrom Leagle.com. IDB is represented by lawyers at Otterbourg P.C. Winston & Strawn LLP represents EisnerAmper LLP. OCEANSIDE MILE: Disclosure Statement Hearing Set for Jan. 13 ------------------------------------------------------------ The U.S. Bankruptcy Court for the Central District of California will hold the next hearing on the disclosure statement explaining Oceanside Mile LLC's Chapter 11 plan on Jan. 13, 2014. As reported on Feb. 3 by the TCR, under the company's proposed Chapter 11 reorganization plan, First Citizens Bank will receive an initial principal payment five days of the effective date of the plan, then monthly payments of interest, and payment of remaining principal on the earlier of the closing of the sale of the Seabonay Resort Hotel or Feb. 28, 2017. Meanwhile, holders of general unsecured claims totaling $127,617 will receive 10 semiannual payments of $12,762. Holders of interests in the company will retain their interests. About Oceanside Mile Oceanside Mile LLC owns the Seabonay Resort Hotel, a resort hotel located in an affluent area of Florida's Hillsboro Beach, which is perched on the Atlantic Ocean. The hotel is close to Fort Lauderdale and its suburbs; three miles south of Boca Raton, and a mile east of Deerfield Beach. The hotel has 81 rooms and total 1.29 acres. Oceanside Mile filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-35286) on Oct. 17, 2013. Arturo Rubinstein signed the petition as managing member. In its schedules, the Debtor disclosed $13,148,100 in total assets and $8,367,297 in total liabilities. Judge Barry Russell presides over the case. The Debtor is represented by Sandford L. Frey, Esq., Stuart I. Koenig, Esq., and Martha C. Wade, Esq., at Creim Macias Koenig & Frey LLP, in Los Angeles, California. First-Citizens Bank & Trust Company is represented by Craig H. Averch, Esq., and Roberto J. Kampfner, Esq., at White & Case LLP, in Los Angeles, California. OM GANESAYA: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Om Ganesaya, L.L.C. 911 East Atlantic Street South Hill, VA 23970 Case No.: 14-36187 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Eastern District of Virginia (Richmond) Judge: Hon. Keith L. Phillips Debtor's Counsel: Peter Barrett, Esq. KUTAK ROCK L.L.P. 1111 East Main Street, Suite 800 Richmond, VA 23219-3500 Tel: 804-644-1700 Email: peter.barrett@kutakrock.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Vipulkumar Patel, managing member. The Debtor did not file a list of its largest unsecured creditors when it filed the petition. OMNICOMM SYSTEMS: Posts $1.2-Mil. Net Income in Third Quarter ------------------------------------------------------------- OmniComm Systems, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing net income attributable to common stockholders of $1.22 million on $5.12 million of total revenues for the three months ended Sept. 30, 2014, compared to net income attributable to common stockholders of $1.68 million on $3.47 million of total revenues for the same period during the prior year. The Company also reported net income attributable to common stockholders of $250,642 on $11.91 million of total revenues for the three months ended Sept. 30, 2014, compared to a net loss attributable to common stockholders of $4.62 million on $10.95 million of total revenues for the same period in 2013. As of Sept. 30, 2014, the Company had $5.93 million in total assets, $36.80 million in total liabilities and a $30.87 million total shareholders' deficit. "The ability of the Company to continue in existence is dependent on its having sufficient financial resources to bring products and services to market for marketplace acceptance. As a result of our historical operating losses, negative cash flows and accumulated deficits for the period ending September 30, 2014 there is substantial doubt about the Company?s ability to continue as a going concern," the Company stated in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/uoE0tZ About OmniComm Systems Ft. Lauderdale, Fla.-based OmniComm Systems, Inc., is a healthcare technology company that provides Web-based electronic data capture ("EDC") solutions and related value-added services to pharmaceutical and biotech companies, clinical research organizations, and other clinical trial sponsors principally located in the United States and Europe. OmniComm Systems reported a net loss attributable to common stockholders of $3.36 million in 2013, following a net loss attributable to common stockholders of $8.06 million in 2012. OPTIMUMBANK HOLDINGS: Posts $79,000 Net Loss in Third Quarter ------------------------------------------------------------- Optimumbank Holdings, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $79,000 on $1.22 million of total interest income for the three months ended Sept. 30, 2014, compared to a net loss of $325,000 on $1.28 million of total interest income for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported net earnings of $1.59 million on $4.27 million of total interest income compared to a net loss of $4.74 million on $3.85 million of total interest income for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $123 million in total assets, $120 million in total liabilities, and $3.07 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/JQcYX2 About OptimumBank Holdings OptimumBank Holdings, Inc., headquartered in Fort Lauderdale, Fla., is a one-bank holding company and owns 100 percent of OptimumBank, a state (Florida)-chartered commercial bank. The Company offers a wide array of lending and retail banking products to individuals and businesses in Broward, Miami-Dade and Palm Beach Counties through its executive offices and three branch offices in Broward County, Florida. Optimumbank Holdings reported a net loss of $7.07 million in 2013, a net loss of $4.69 million in 2012, and a net loss of $3.74 million in 2011. Regulatory Matters Effective April 16, 2010, the Bank consented to the issuance of a consent order by the Federal Deposit Insurance Corporation and the Florida Office of Financial Regulation, also effective as of April 16, 2010. ORECK CORP: Amended Joint Plan Declared Effective Nov. 10 --------------------------------------------------------- Oreck Corporation and its debtor-affiliates informed the U.S. Bankruptcy Court for the Middle District of Tennessee that their amended joint Chapter 11 plan of liquidation became effective on Nov. 10, 2014, subject to these terms and provisions of the plan and the confirmation order: -- The plan will bind all holders of claims and interests, whether or not such holders voted to accept or reject the plan. Subject to the terms of the plan, upon the effective date, every holder of a claim or interest shall be precluded and permanently enjoined from asserting against the Debtors any claim based on any document, instrument, judgment, award, order, act, omission, transaction or other activity of any kind or nature that occurred before the petition date. -- The Liquidating Trust is in effect and all of the Debtors' assets and liabilities shall be transferred to and vest in the Liquidating Trust for the benefit of the Liquidating Trust Beneficiaries pursuant to the terms hereof and the Plan, the order and the Liquidating Trust. -- Gavin/Solmonese LLC is appointed the Liquidating Trustee with all of the rights and powers set forth in the plan, Liquidating Trust agreement and confirmation order. -- All interests in the Debtors will be cancelled and extinguished. Each of the Debtors will be dissolved as a corporate entity under the applicable state law without any further action by the Debtors, the Liquidating Trustee, the Bankruptcy Court, any federal or state governmental unit, or any other person. -- All executory contracts and unexpired leases will be deemed rejected as of the effective date, unless such executory contract or unexpired lease: (1) was assumed, assumed and assigned or rejected previously by the Debtors; (2) previously expired or terminated pursuant to its own terms; or (3) is the subject of a motion to assume or assume and assign filed on or before the Confirmation Date. The deadline for the filing of claims arising from the rejection of executory contracts and Unexpired Leases that have not otherwise been rejected or assumed is Dec. 10, 2014. -- The deadline for filing and service of administrative claims, excluding fee claims, is Dec. 10, 2014. -- On or after the effective date, a claim may not be Filed or amended without the prior authorization of the Bankruptcy Court or the Liquidating Trustee. Absent such authorization, any new or amended claim filed will be deemed disallowed in full and expunged without any further action. -- The claims objection deadline is Jan. 9, 2015. -- Any statutory committee appointed in these Chapter 11 Cases, including the Committee, will dissolve and members thereof will be released and discharged from all rights and duties from or related to these Chapter 11 Cases. The Court confirmed the Debtors' plan on Nov. 7, 2014. As reported in the Troubled Company Reporter, according to the Disclosure Statement, under the Plan, among other things, each holder of an Allowed General Unsecured Claim will receive in full and final satisfaction, settlement, release and discharge and in exchange for such Allowed General Unsecured Claim, its Pro Rata share of the Committee funds available for distribution by each Debtor. The Plan cancels all interests in the Debtors. Holders of interests will receive no distributions under the Plan and are deemed to have rejected the Plan. According to the Disclosure Statement dated Aug. 13, 2014, the Plan proposed that, among other things: -- Each holder of an allowed general unsecured claim will receive in full and final satisfaction, its pro rata share of the liquidating trust assets; -- Each holder of an allowed convenience claim will receive in full and final satisfaction, cash in the amount of 50% of its allowed convenience claim, up to a maximum amount of $1,000; and -- Holders of interests will receive no distributions under the Plan and are deemed to have rejected the Plan because the Plan cancels all interests in the Debtors. A copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/Oreck_1438_DS_aug13.PDF About Oreck Corp. Oreck Corporation and eight affiliates sought Chapter 11 protection (Bankr. M.D. Tenn. Lead Case No. 13-04006) in Nashville, Tennessee, on May 6, 2013, with plans to sell the business as a going concern. Oreck has been in the business of manufacturing, marketing and selling vacuum cleaners and related products since the late 1960s. The corporate offices are located in Nashville, and the manufacturing and call center is located in Cookeville, Tennessee. Oreck has 70 employees in Nashville, 250 employees at its plant in Cookeville and 325 employees operating 96 company-owned and managed retail stores. The Debtor disclosed $18,013,249 in assets and $14,932,841 plus an unknown amount in liabilities as of the Chapter 11 filing. William L. Norton III, Esq., and Alexandra E. Dugan, Esq., at Bradley Arant Boult Cummings LLP, serve as counsel to the Debtor. BMC Group Inc. is the claims and notice agent. Sawaya Segalas & Co., LLC serves as financial advisor. The U.S. Trustee appointed six creditors to the Official Committee of Unsecured Creditors. Daniel H. Puryear, Esq., at Puryear Law Group, and Sharon L. Levine, Esq., and Kenneth A. Rosen, Esq., at Lowenstein Sandler LLP represent the Committee. The Committee tapped to retain Gavin/Solmonese LLC as its financial advisor. In July 2013, Royal Appliance Mfg. Co. (RAM), a subsidiary of the TTI Group, finalized the purchase of Oreck Corp.'s assets. The Bankruptcy Court approved the sale on July 16, 2013. Royal, the maker of Dirt Devil floor-care products, won the auction for Oreck Corp. The second-place bidder was the Oreck family, which sold the business in a $272 million transaction in 2003. The Oreck family made the first bid at auction at $21.9 million, including $14.5 million cash. The terms of Royal's winning bid weren't disclosed publicly, according to a Bloomberg News report. Royal was acquired in 2003 by Hong Kong-based Techtronic Industries Co., the maker of Hoover vacuum cleaners. OUTLAW RIDGE: Gets Exclusive Plan Filing Pd. Extended Thru Dec. 4 ----------------------------------------------------------------- Judge Rodney May has extended Outlaw Ridge, Inc., et al.'s exclusive deadline to file a chapter 11 plan through and including December 4, 2014. The Debtors' exclusive right to solicit acceptances for that plan is also extended through and including February 2, 2015. About Outlaw Ridge Outlaw Ridge, Inc., operates a sand and lime rock mine in Pasco County, Florida. Outlaw Ridge, LLC, owns several parcels of property in Pasco County that is holding for residential development. The two entities are owned and controlled by John M. Dalfino and John T. Steger. Outlaw Ridge Inc. and Outlaw Ridge, LLC sought Chapter 11 bankruptcy protection (Bankr. M.D. Fla. Case Nos. 14-04400 and 14- 04401) on April 21, 2014, in Tampa, Florida. Adam L Alpert, Esq., at Bush Ross P.A., in Tampa, serves as the Debtors' counsel, while Smolker Bartlett Schlosser Loeb & Hinds, P.A., serves as special counsel. Homeward Real Estate, Inc. acts as real estate broker. OR LLC disclosed $1.36 million in total assets and $2.97 million in liabilities. OR Inc. disclosed $15.4 million in total assets and $4.21 million in liabilities. OWENS-BROCKWAY GLASS: Moody's Rates Notes Due 2023 & 2025 Ba3 ------------------------------------------------------------- Moody's Investors Service assigned Ba3 ratings to the senior unsecured notes due November 2023 and November 2025 of Owens- Brockway Glass Container, Inc. Owens-Illinois Inc.'s Ba2 corporate family, Ba2-PD probability of default, and other instrument ratings are unchanged. The ratings outlook is stable. The proceeds of the debt will be used to refinance existing debt, to pay fees and expenses associated with the transaction, and for general corporate purposes. Moody's took the following rating actions: Owens-Brockway Glass Container, Inc. Assigned $350 million Senior Unsecured Notes due January 2023, Ba3 (LGD 5) Assigned $350 million Senior Unsecured Notes due January 2025, Ba3 (LGD 5) The following ratings are unchanged: Owens-Illinois Inc. Corporate Family Rating, Ba2 Probability of Default Rating, Ba2-PD Speculative Grade Liquidity Rating, SGL-2 All senior unsecured debt, B1 (LGD 6) Owens-Brockway Glass Container, Inc. All senior secured debt, Baa2 (LGD 1) All senior unsecured debt, Ba3 (LGD 5) $690 million 3.0% convertible notes due June 2015, Ba3 (LGD 5) (to be withdrawn at the close of the transaction) OI European Group B.V. All senior secured debt, Baa2 (LGD 1) All senior unsecured debt, Ba2 (LGD 3) ACI Operations Pty. Ltd. All senior secured debt, Baa2 (LGD 1) O-I Canada Corp. All senior secured debt, Baa2 (LGD 1) The ratings outlook is stable. The ratings are subject to the receipt and review of the final documentation. Ratings Rationale The Ba2 Corporate Family Rating reflects OI's leading position in the industry, wide geographic footprint and continued focus on profitability rather than volume. The rating also reflects improvements in credit metrics from debt reduction, cost- cutting/productivity and cost pass-throughs. The company has led the industry in establishing and maintaining a strong pricing discipline and improving operating efficiencies which has had a measurable impact on its operating performance and the competitive equilibrium in the industry. OI is one of only a few major players that have the capacity and scale to serve larger customers and has strong market shares globally, including faster growing emerging markets. Liquidity is good as the company has good free cash flow, significant availability under its credit facility, significant cash on hand, and adequate cushion under its financial covenant. The company has disclosed it intends to focus on debt reduction over the near-term. The ratings are constrained by the concentration of sales and the asbestos liabilities. The ratings are also constrained by the mature state of the industry, cyclical nature of glass packaging and lack of growth in developed markets. Glass is considered a package for premium products and subject to substitution and trading down in an economic decline. OI is heavily concentrated with a few customers in the beer industry and has benefited from the growth in premium beers. Additionally, OI generates approximately 71% of sales internationally while the majority of the interest expense is denominated in U.S. dollars. The ratings could be downgraded if there is deterioration in the credit metrics, further decline in the operating and competitive environment, and/or further increase in the asbestos liability. While large acquisitions are not anticipated, the rating and/or outlook could also be downgraded for extraordinarily large, debt- financed acquisitions or significant integration difficulties with any acquired entities. Specifically, the ratings could be downgraded if free cash flow to debt declines below 5%, debt to EBITDA rises above 4.0 times, and/or the EBIT margin declines below 13%. The ratings could be upgraded if there is evidence of a sustained improvement in credit metrics within the context of a stable operating profile and competitive position. Specifically, the ratings could be upgraded if free cash flow to debt increases to greater than 9% and the EBIT margin increases to above 14% and debt to EBITDA declines below 3.5 times. The principal methodology used in these ratings was Global Packaging Manufacturers: Metal, Glass, and Plastic Containers published in June 2009. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Perrysburg, Ohio, Owens-Illinois, Inc. ("OI") is one of the leading global manufacturers of glass containers. The company has a leading position in the majority of the countries where it operates. OI serves the beverage and food industry and counts major global beer and soft drink producers among its clients. As of the twelve months ended September 30, 2014, the company had revenues of approximately $7.0 billion. PACKERS HOLDINGS: Moody's Assigns B3 Corporate Family Rating ------------------------------------------------------------ Moody's Investors' Service assigned a B3 corporate family rating and a B3-PD probability of default rating to Packers Holdings, LLC (known as "PSSI"), and a B2 rating to the company's proposed first lien senior secured credit facilities, including a $355 million term loan due 2021 and a $50 million revolving credit facility due 2019. The rating outlook is stable. This is the first time Moody's has assigned ratings to this issuer. PSSI is being acquired by Leonard Green & Partners from its current majority-owner Harvest Partners. The acquisition funding will include the proposed $405 million of first lien credit facilities, $160 million of senior unsecured notes due 2024 (not rated by Moody's), and sponsor's equity. The company's existing debt will be repaid with proceeds from the financing. The following rating actions were taken: Issuer: Packers Holdings, LLC: Corporate family rating, assigned B3; Probability of default rating, assigned B3-PD; Proposed $355 million first lien senior secured term loan B due 2021, assigned B2; Proposed $50 million first lien senior secured revolving credit facility due 2019, assigned B2; The rating outlook is stable. Rating Rationale The B3 corporate family rating reflects the high leverage that will result from private equity investor Leonard Green's leveraged acquisition of PSSI, integration risk associated with the company's recent acquisitions, as well as PSSI's modest revenue size compared to rated business and consumer services peers. The rating also reflects long-term risks associated with potential shareholder-friendly actions given the private equity ownership. The rating positively considers the stability and the recurring nature of the company's revenues given the non-discretionary service and strict regulatory environment in the food processing industry, PSSI's solid market position and long-term relationships with large food processing customers in North America, and industry trends towards increased outsourcing of sanitation services. Moody's also cites the relative stability of the company's adjusted EBITA margins of 8.5% to 10.0% and solid free cash flow generative capabilities as supportive factors to the rating. Moody's estimates pro forma leverage of approximately 8.0x on close of the proposed transaction, based on the company's operating results reported for the LTM period ending September 30, 2014 and including the results of recent acquisitions. Taking into account the run-rate earnings from new wins and favorable contract changes, leverage is closer to 7.2x, which is consistent with the B3 rating. Other metrics, including retained cash flow to net debt of below 10%, are appropriate for the rating. Moody's estimates that the company will generate a moderate level of free cash flow on stable operating margins and minimal CAPEX requirements, which should allow for a modest amount of deleveraging over the next few years. However, to the extent that the company continues its acquisition-growth strategy as it had pursued over the past few years ($110 million of purchases since 2012), Moody's believe that the application of cash flow towards such acquisitions would limit the company in its ability to substantially reduce debt and rapidly improve leverage to measures that are appropriate for higher rating consideration. The stable outlook reflects Moody's expectation that the company's run-rate earnings potential as a result of new business wins and organic contract growth will translate into growing EBITDA and free cash flow generation, allowing the company to modestly reduce leverage within the next 12 to 18 months. PSSI has a good liquidity profile, supported by its solid free cash flow generation, availability under the new $50 million revolving credit facility due 2019, and Moody's expectation that the company will maintain a comfortable cushion under the credit agreement's springing maximum 7.7x first lien net leverage financial covenant, which is applicable if revolver utilization exceeds 35%. The ratings could be upgraded if the company accomplishes a sustainable deleveraging of its capital structure below 6.0x adjusted debt-to-EBITDA and improves EBITA-to-interest coverage above 2.0x, while maintaining profitability, a prudent approach to acquisitions and good liquidity. The ratings could experience downward pressure if leverage does not trend below 7.0x over the next 12 to 18 months and interest coverage weakens below 1.0x, if revenues and/or profitability were to decline meaningfully, or if liquidity deteriorated. The principal methodology used in these ratings 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. Packers Holdings, LLC (known as "PSSI"), founded in 1972 and headquartered in Kieler, Wisconsin, is a provider of contract sanitation services to food processing industry in the U.S. and Canada. The company serves 468 customer locations, including protein (about 90% of revenue) and non-protein facilities. PACKERS HOLDINGS: S&P Assigns 'B' CCR Pending Leonard Green Deal ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned Kieler, Wis.-based Packers Holdings LLC (doing business as Packers Sanitation Services Inc. [PSSI]) its 'B' corporate credit rating. The rating outlook is stable. At the same time, S&P assigned PSSI's new $50 million senior secured revolving credit facility and $355 million senior secured first-lien term loan an issue-level rating of 'B' (at the same level as the corporate credit rating on the company). The recovery rating is '3', reflecting S&P's expectation of meaningful (50%-70%) recovery for lenders in case of a payment default. "Our ratings on PSSI reflect the company's weak credit protection measures following the leveraged buyout by private equity sponsor Leonard Green & Partners, its narrow focus in the outsourced sanitation services industry, customer concentration, and adequate liquidity," said Standard & Poor's credit analyst Ryan Ghose. "We expect credit metrics to modestly improve from positive operating performance, including the annualizing of new contract wins and synergies from recent acquisitions, over the next year, along with modest repayment of debt from consistent free cash generation. However, we believe PSSI's financial policy will remain aggressive given the presence of a private equity sponsor." PENSKE AUTOMOTIVE: S&P Rates $300MM Sr. Sub. Notes Due 2024 'B+' ---------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' issue-level and '6' recovery ratings to Bloomfield Hills, Mich.-based auto retailer Penske Automotive Group Inc.'s proposed $300 million senior subordinated notes due 2024. The '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) in the event of a payment default. The company states it will use the proceeds to repay amounts outstanding under its U.S. revolver. As of Sept. 30, 2014, the company had outstanding borrowings of $174 million under its U.S. revolver primarily to fund recently announced acquisitions. S&P believes the use of funds for acquisitions is consistent with Penske's stated capital allocation strategy. Penske's debt to EBITDA for the trailing 12 months ended Sept. 30, 2014 was 4.9x, and free operating cash flow for the nine months ended Sept. 30 was $81 million. For the rating, S&P expects debt leverage of 5x or less and free operating cash flow to debt of 5% or better. The rating on Penske reflects S&P's view of the company's resilient business model, including the stability of EBITDA relative to revenues (the company has a high degree of variable costs and multiple revenue sources), and the company's very profitable service business, which does not depend on vehicle sales. RECOVERY ANALYSIS Key analytical factors: -- S&P has assigned its '6' recovery rating and 'B+' issue- level rating to Penske's proposed $300 million senior subordinated notes and maintain S&P's ratings on the existing $550 million senior unsecured note issue due 2022. -- S&P's simulated default scenario assumes a payment default in 2019, reflecting a sustained U.S. economic downturn, sharp increases in fuel costs leading to a pronounced shift in customer preference toward smaller vehicles, and less attractive inventory financing terms as a result of rising interest rates and reduced interest credits from automotive manufacturers. -- Other key default assumptions include: an increase in LIBOR to 325 basis points (bps), a 100% drawn revolver at default, and priority claims including mortgages and fleet financing totaling $2,870 million at default. Simulated Default and Valuation Assumptions (US$ mil.) Simulated year of default: 2019 EBITDA at emergence: 275 EBITDA multiple: 4x Simplified Waterfall Net EV (after 5% admin. costs): 3,082 Valuation split in % (obligors/non-obligors): 59/41 Priority claims: 2,870 Collateral value available to secured creditors: 212 Secured first-lien debt: 767 Recovery expectations: N/A Senior unsecured claims: 129 Recovery expectations: N/A Structurally subordinated debt: 875 Recovery expectations: 0% to 10% Notes: All debt amounts include six months of prepetition interest. Collateral value equals asset pledge from obligors after priority claims plus equity pledge from non-obligors after non-obligor debt. RATINGS LIST Penske Automotive Group Inc. Corporate Credit Rating BB/Stable/-- New Ratings Penske Automotive Group Inc. $300-mil. sr. subordinated notes due 2024 B+ Recovery Rating 6 PERFORMANT FINANCIAL: S&P Affirms BB- CCR & Alters Outlook to Neg ----------------------------------------------------------------- Standard & Poor's Ratings Services said it affirmed all ratings, including its 'BB-' corporate credit rating, on Livermore, Calif.- based Performant Financial Corp. At the same time, S&P revised the rating outlook to negative from stable. "The outlook revision to negative reflects our view that, without the receipt of a new health care contract, Performant's EBITDA could decline to below $30 million in 2015, which would likely result in a weakening of its financial risk profile, with leverage rising to the mid- to high-3x area," said Standard & Poor's credit analyst Catherine Cosentino. S&P would consider this to be a "significant" financial risk profile, which would no longer support the 'BB-' corporate credit rating. Therefore, if the company is not awarded a new RAC contract by mid-2015, S&P may lower the rating, since a delay beyond then would likely result in very limited EBITDA contribution from health care and weakened financial metrics. "Our assessment of Performant's business risk profile reflects the company's substantial customer concentration, with nearly 54% of revenues coming from the company's largest three customers. We believe that significant legislative and regulatory pressure, which affects the company's core student loan rehabilitation and Medicare recovery activities, heightens the risk from Performant's customer concentration. In 2014, the company experienced the negative impact of the delayed CMS RAC renewal, limitations on existing Medicare recovery audits, and the reduction in student loan rehabilitation fees following the Bipartisan Budget Act of 2013, which lowers guarantee agency compensation for a rehabilitated loan. These challenges, along with the longer-term risks regarding major contract losses, support our "vulnerable" business risk profile assessment", S&P said. The negative outlook reflects S&P's view that if the company is not awarded a new RAC contract by mid-2015, S&P may lower the rating, since a delay beyond then would likely result in very limited EBITDA contribution from health care and weakened financial metrics. S&P could lower the rating if overall revenues decline by about 15% due to a near 50% drop in health care revenues and a 9% decline in student loan revenues, the latter due largely to the DOE fee re-pricing with no offset for potential increases in student loan volumes. These factors would be exacerbated by the company's largely fixed near-term operating expenses, which would result in reported EBITDA margins declining to around 17%, from 22% expected for 2014. Under such a scenario, S&P would expect leverage to rise above 3x and its liquidity assessment to be no better than "adequate." S&P could revise the outlook back to stable if the company is able to obtain a RAC contract from CMS by mid-2015, which would likely allow the company to achieve its base-case scenario of leverage in the mid-2x area. This would include a 6% drop in total revenues for 2015, consisting of a 1% decline in health care revenues, and a 9% decline in student loan revenues, which both contribute to an overall EBITDA margin of at least 23% for 2015. PHOTOMEDEX INC: Reports $14.9 Million Net Loss for Third Quarter ---------------------------------------------------------------- PhotoMedex, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $14.94 million on $53.70 million of revenues for the three months ended Sept. 30, 2014, compared to net income of $886,000 on $45.89 million of revenues for the same period a year ago. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $22.76 million on $155.89 million of revenues compared to net income of $15.19 million on $161.17 million of net revenues for the same period during the prior year. The Company's balance sheet at Sept. 30, 2014, showed $277.47 million intotal assets, $137.56 million in total liabilities and $139.90 million in total stockholders' equity. A full-text copy of the Form 10-Q is available for free at: http://is.gd/DgjnKj About PhotoMedex PhotoMedex, Inc. is a global Health products and services company providing integrated disease management and aesthetic solutions to dermatologists, professional aestheticians, ophthalmologists, optometrists, consumers and patients. The Company provides proprietary products and services that address skin conditions including psoriasis, vitiligo, acne, actinic keratosis, photo damage and unwanted hair, as well as fixed-site laser vision correction services at our LasikPlus(R) vision centers. As reported by the TCR on Nov. 11, 2014, PhotoMedex, Inc., had entered into an Amended and Restated Forbearance Agreement with respect to its Credit Agreement dated May 12, 2014, and the Initial Forbearance Agreement dated Aug. 25, 2014, by and among the Company, as borrower and the lenders, and JPMorgan Chase Bank, N.A., acting on behalf of secured creditors as the administrative agent. Subject to the terms of the Amended Forbearance Agreement, for a period until Feb. 28, 2015, the Administrative Agent will forbear from exercising any remedies relating to specified defaults by the Company under the Credit Agreement. PORTER BANCORP: Investor Releases Statement re Quarterly Report --------------------------------------------------------------- Clinton Group, Inc., released a statement in response to the third quarter Form 10-Q filed by Porter Bancorp on Nov. 14, 2014. "In its Form 10-Q, Porter Bancorp discussed the lawsuit filed in December 2012 by investor SBAV against Porter Bancorp, former Chairman J. Chester Porter, and former president and CEO Maria Bouvette. The complaint alleges violations of the Kentucky Securities Act and negligent misrepresentation against all named defendants, and breach of contract against Porter Bancorp. In March 2014, the court denied Porter Bancorp, Porter and Bouvette's motion to dismiss the claims against them. "On April 21, Porter Bancorp filed a third-party complaint for contribution against SBAV's investment adviser, Clinton Group, Inc. On Sept. 16, 2014, the court dismissed Porter Bancorp's complaint. In its 10-Q, Porter Bancorp said that in so doing, the court "held that Clinton's errors in conducting due diligence may lessen any recovery available to SBAV." "Porter Bancorp's statement inaccurately suggests the court held that Clinton committed errors in conducting due diligence on SBAV's investment in Porter Bancorp. The court did not so hold. In fact, the court held that only "if proven" would Clinton's alleged mistakes "lessen any recovery to which SBAV may be entitled," and that the court "cannot agree with [PBIB's reading of the law], which accords neither with the fundamental policy goals at the securities laws' core nor with common sense." As a result, the Court dismissed Porter Bancorp's claims against Clinton Group in their entirety. SBAV LP, Clinton Group, Inc., George Hall, et al., disclosed that as of Nov. 17, 2014, they beneficially owned 633,330 shares of common stock and 228,261 shares of Common Stock issuable upon exercise of warrants of Porter Bancorp, Inc., representing 6.6 percent of the shares outstanding, according to a regulatory filing with the U.S. Securities and Exchange Commission. A full-text copy of the regulatory filing is available at: http://is.gd/1ZjN1F About Porter Bancorp Porter Bancorp, Inc., is a bank holding company headquartered in Louisville, Kentucky. Through its wholly-owned subsidiary PBI Bank, the Company operates 18 full-service banking offices in 12 counties in Kentucky. Porter Bancorp incurred a net loss attributable to common shareholders of $3.39 million in 2013, a net loss attributable to common shareholders of $33.43 million in 2012 and a net loss attributable to common shareholders of $105.15 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $1.03 billion in total assets, $1 billion in total liabilities and $29.32 million in total stockholders' equity. Crowe Horwath, LLP, in Louisville, Kentucky, 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 substantial losses in 2013, 2012 and 2011, largely as a result of asset impairments. In addition, the Company's bank subsidiary is not in compliance with a regulatory enforcement order issued by its primary federal regulator requiring, among other things, increased minimum regulatory capital ratios. Additional losses or the continued inability to comply with the regulatory enforcement order may result in additional adverse regulatory action. These events raise substantial doubt about the Company's ability to continue as a going concern. PSC INDUSTRIAL: Moody's Assigns B2 Corporate Family Rating ---------------------------------------------------------- Moody's Investors Service assigned B2 corporate family and B2-PD probability of default ratings to PSC Industrial Outsourcing, LP, (PSC). Moody's also assigned B1 ratings to the proposed $40 million first lien revolving credit facility and $180 million first lien term loan and a Caa1 rating to the $45 million second lien term loan. Net proceeds will fund about 2/3 of the purchase price of PSC by Littlejohn & Co. LLC from Lindsay Goldberg LLC, the company's current private equity sponsor. The rating outlook is stable. Ratings Corporate Family Rating: assigned B2 Probability of Default: assigned B2-PD $40 million revolving credit facility: assigned B1/LGD3 $180 million first lien term loan: assigned B1/ LGD3 $45 million second lien term loan: assign Caa1/LGD5 Rating Outlook: Stable Ratings Rationale PSC's B2 CFR rating is driven by the high Moody's adjusted leverage (5.3x expected in 2015), limited interest coverage (1.7x adjusted EBITA/interest), and modest scale (about $360 million run rate revenue). Customer concentration is high with the top 10 contributing about 50% of total revenue in 2013. Many services offered are fairly competitive, which limit margin expansion opportunities. Following a period of limited acquisition activity, Moody's expect PSC will spend its free cash flow, and incur some additional debt, on tuck-in environmental acquisitions, leading to relatively unchanged credit metrics. These weaknesses are somewhat offset by strong EBITA margins, solid market diversification within the US, and a highly meaningful base of recurring revenue. Similar to other leading competitors, the company employs technology to limit worker performance of high risk tasks as well as to ensure proper documentation of services provided and more accurate billing and higher margins. Somewhat offsetting the high customer concentration is the high credit quality of those key customers as all top 10 are rated investment grade by Moody's. The stable outlook reflects Moody's expectation for low single digit organic revenue growth as demand for industrial and specialty environmental service keep up with US GDP. Sophisticated operators such as PSC should utilize their operational and back office advantages to take market share from small competitors. Liquidity is good with the $40 million revolver expected to be used only to backstop letters of credit, cash from operations sufficient to cover capex and required term loan amortization, and solid covenant compliance. Expectation for adjusted leverage to decline and remain below 4.0x, EBITA/interest approaching 3.0x, and free cash flow to adjusted debt around 8% could lead to higher ratings. Expectation of EBIT margins to decline 200 basis points, adjusted leverage to remain over 6.0x, and break even cash flow could lead to lower ratings. The principal methodology used in these ratings was Environmental Services and Waste Management Companies published in June 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Houston, TX-headquartered PSC Industrial Outsourcing, LP provides industrial and specialty cleaning services to oil & gas, utilities, chemical, and general manufacturing companies. The company is a subsidiary of PSC Industrial Holdings Corp. which is being purchased by funds affiliated with Littlejohn. PSC Industrial's annual revenue base is around $360 million. PSC INDUSTRIAL: S&P Assigns 'B' CCR & Rates $220MM Loans 'B+' ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' corporate credit rating to PSC Industrial Outsourcing L.P. (PSC). The outlook is stable. At the same time, based on preliminary terms and conditions, S&P assigned a 'B+' issue-level rating (one notch above the corporate credit rating) and a recovery rating of '2' to the proposed $220 million first-lien senior secured facilities, which consist of a $40 million revolving facility due 2019 and a $180 million term loan due 2020. The '2' recovery rating indicates S&P's expectation of substantial (70% to 90%) recovery in the event of payment default. S&P also assigned a 'CCC+' issue-level rating (two notches below the corporate credit rating) and a recovery rating of '6' to the proposed $45 million second-lien term loan due 2021. The '6' recovery rating indicates S&P's expectation of negligible (0% to 10%) recovery in the event of payment default. PSC plans to use the new credit facilities to fund its acquisition by new equity sponsor Littlejohn & Co. LLC and for fees and expenses. "The rating on PSC reflects our assessment of its business risk profile as 'weak' and its financial risk profile as 'highly leveraged,'" said Standard & Poor's credit analyst James Siahaan. "We assess its management and strategy as 'fair,'" said Mr Siahaan." S&P assess PSC's business risk profile as weak, characterized by its narrow scope of operations, high exposure to cyclical energy end markets, high customer concentration, and limited pricing power. Partially offsetting these weaknesses are PSC's long-term customer relationships, recurring nature of revenues, and a satisfactory market position. These factors are the primary drivers of S&P's weak business profile. PSC has "adequate" sources of liquidity to cover its needs over the next 12 to 18 months, in S&P's view. The stable outlook reflects S&P's expectation that the company's long-standing relationship with customers, its medium-term contracts, and its financial policies will allow for an adjusted debt to EBITDA ratio of 5.0x to 6.0x that S&P considers as an appropriate range for the rating. S&P considers an upgrade as unlikely over the next year. S&P could raise the rating if the company's business risk profile were to improve as a result of a stronger competitive position or operating efficiency resulting in an improvement in EBITDA margins of about 250 basis points, which S&P believes may allow for its debt to EBITDA ratio to be consistently within the 4.0x to 5.0x range. S&P could lower ratings if PSC's borrowing capacity under its revolving facility became constrained, which could be indicated by its EBITDA headroom under its net leverage financial covenant decreasing to less than 10%. S&P could also lower the ratings if the company's adjusted debt to EBITDA ratio were to continuously exceed 6.0x. This could happen if the company's EBITDA margins were to decrease by 100 basis points due to delays or cancellations of maintenance projects, lower utilization, or other operational challenges. PULSE ELECTRONICS: Incurs $6.4 Million Net Loss in Third Quarter ---------------------------------------------------------------- Pulse Electronics Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $6.40 million on $88.20 million of net sales for the three months ended Sept. 26, 2014, compared to a net loss of $7.58 million on $94.84 million of net sales for the three months ended Sept. 27, 2013. For the nine months ended Sept. 26, 2014, the Company reported a net loss of $23.27 million on $263.42 million of net sales compared to a net loss of $19.93 million on $267.90 million of net sales for the nine months ended Sept. 27, 2013. The Company's balance sheet at Sept. 26, 2014, showed $178.91 million in total assets, $250.44 million in total liabilities and a $71.53 million total shareholders' deficit. The Company had $22.4 million of cash and cash equivalents at Sept. 26, 2014, compared with $26.9 million at Dec. 27, 2013. "Our operating results in the third quarter for non-GAAP operating profit improved despite lower revenue both sequentially and year- over-year as we continue to reap the benefits of our ongoing efforts to reduce manufacturing costs and operating expenses," said interim Chief Executive Officer Alan Benjamin. "Our Adjusted EBITDA increased 37 percent compared to the second quarter despite unexpectedly weaker revenue. Looking ahead, demand in the fourth quarter continues to be muted across most of our businesses at levels roughly similar to the third quarter, but we continue to remain focused on EBITDA growth with further efficiency improvements. "Our decision to delist our common stock from the NYSE and deregister it with the SEC plus other initiatives to reduce our structural complexity will result in significant savings to the company and improve the focus on operational decision making," Mr. Benjamin continued. "We continue to identify opportunities for administrative expense reductions while using some of the savings to make select investments in other programs to reinvigorate profitable growth. A full-text copy of the Form 10-Q is available for free at: http://is.gd/4PxqxD About Pulse Electronics San Diego, California-based Pulse Electronics Corporation -- http://www.pulseelectronics.com/-- is a global producer of precision-engineered electronic components and modules, operating in three business segments: Network product group; Power product group; and Wireless product group. As reported by the TCR on Juy 8, 2013, the Company dismissed KPMG LLP as its independent registered public accounting firm. Grant Thornton LLP was hired as replacement. Pulse Electronics reported a net loss of $27.02 million on $355.67 million of net sales for the year ended Dec. 27, 2013, as compared with a net loss of $32.09 million on $373.16 million of net sales for the year ended Dec. 28, 2012. PWK TIMBERLAND: Can Hire Richman Reinauer to Sell Assets -------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Louisiana authorized PWK Timberland LLC to employ Richman Reinauer, broker with Reinauer Real Estate Corporation, to assist with the proposed sale of the Debtor's real estate. The Debtor owns approximately 10,700 acres of real estate scattered across southwestern Louisiana. The Debtor said it has determined that some of the tracts of land are expendable and should be liquidated at a time when local prices are at a premium. The funds derived from the sale of this tract of property will be used to pay the creditors of the estate. It is in the best interest of the estate that some of said property be liquidated in the course of its reorganization, the Debtor added. Mr. Reinauer will receive a commission of 6% of the sale proceeds. The Debtor assured the Court that Mr. Reinauer is a "disinterested person" within the meaning of the Bankruptcy Code. About PWK Timberland Lake Charles, Louisiana-based PWK Timberland LLC sought Chapter 11 protection (Bankr. W.D. La. Case No. 13-20242) on March 22, 2013. Gerald J. Casey, Esq., serves as counsel to the Debtor. The Debtor disclosed $15,038,448 in assets and $1,792,957 in liabilities as of the Chapter 11 filing. The Debtor has filed a first amended plan of reorganization and explanatory disclosure statement. A copy of the First Amended Disclosure Statement dated April 30, 2014, is available for free at http://bankrupt.com/misc/PWKTIMBERLAND_1stAmdDS.PDF As reported in the Dec. 11, 2013 edition of the Troubled Company Reporter, PWK Timberland's Plan provides that all allowed claims will be satisfied in full. The Plan contemplates (i) that the unsecured claims of former members are unimpaired; (ii) the Debtor does not believe there are any general unsecured creditors but if there are, they will be paid in full on the Effective Date; and (iii) equity holders agreed to forgo any payments under the plan until all impaired creditors have been paid in according to the terms of the Plan. QUANTUM FOODS: Committee Taps Cross & Simon as Litigation Counsel ----------------------------------------------------------------- The Official Committee of Unsecured Creditors in the Chapter 11 cases of Quantum Foods, LLC, et al., ask the Bankruptcy Court for permission to retain Cross & Simon, LLC, as its special litigation counsel nunc pro tunc to Oct. 3, 2014. C&S will, among other things: 1. serve as Delaware counsel for Freeboorn & Peters LLP, the lead counsel, in adversary proceedings filed and prosecuted in pursuit of bankruptcy recoveries; and 2. serve as the Committee's special litigation counsel where conflicts, if any, prevent Freeborn & Peters from pursuing bankruptcy recoveries for the benefit of the Debtors' estates and creditors. The Committee, C&S, and Freeborn & Peters will make every effort to ensure that there is no duplication in the services the law firms provide to the Committee. On matters in which C&S acts as Delaware counsel to the Committee and Freeborn & Peters acts as lead; C&S will be compensated on an hourly basis as: Name of Professional Position Hourly Rates -------------------- -------- ------------ Christopher P. Simon Partner $475 Michael J. Joyce Partner $475 Joseph Grey Of Counsel $425 Kevin S. Mann Associate $395 David G. Holmes Associate $395 Nicole DiBiaso Legal Assistant $180 Stephanie MacDonald Legal Assistant $180 To the best of the Committee's knowledge, C&S is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The Court will consider the matter at a hearing on Dec. 9, 2014, at 2:00 p.m. About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUANTUM FOODS: Cross & Simon Okayed as Panel's Litigation Counsel ----------------------------------------------------------------- The Hon. Kevin J. Carey of the U.S. Bankruptcy Court for the District of Delaware authorized the Official Committee of Unsecured Creditors in the Chapter 11 cases of Quantum Foods, LLC, et al., to retain Cross & Simon, LLC, as its special litigation counsel nunc pro tunc to Oct. 3, 2014. The firm will provide special litigation services to the Committee, limited to the following: a) In accordance with Bankr. D. Del. LR 9010-1, to serve as Delaware counsel for the Committee in adversary proceeding filed in the Court; b) Only in cases where Freeborn & Peters LLP is prevented by conflict, the investigation and prosecution of all claims and causes of action defined as bankruptcy recoveries in that certain final order (1) authorizing post-petition financing, (2) granting liens and providing super priority administrative expense priority, (3) authorizing use of cash collateral and providing for adequate protection, and (4) modifying the automatic stay, including any and all claims and causes of action to which the Debtors may be entitled, and to which the Committee may be granted standing to assert, by reason of any avoidance or other power vested in or behalf of the Debtors or the estates of the Debtors under Chapter 5 of the Bankruptcy Code and any and all recoveries and settlement thereof; and c) Only in cases were Freeborn & Peters LLP is prevented by conflict, the investigation and pursuit of commercial tort claims and causes of action -- other than commercial tort claims against Raging Bull Acquisition Company LLC and its affiliates including without limitation Oak Tree Capital Management LP) of the Debtors' estates. The Committee also selected Freeborn & Peters as its special litigation counsel to investigate, file and prosecute the avoidance actions and commercial tort claims. The Committee told the Court that Cross & Simon, and Freeborn & Peters will make every effort to ensure that there is no duplication in their services. The firm's professionals and their hourly rates: Name of Professional Position Hourly Rates -------------------- -------- ------------ Christopher P. Simon, Esq. Partner $475 Michael J. Joyce, Esq. Partner $475 Joseph Grey, Esq. Of Counsel $425 Kevin S. Mann, Esq. Associate $395 David G. Holmes, Esq. Associate $395 Nicole DiBiaso Legal Assistant $180 Stephanie MacDonald Legal Assistant $180 Christopher P. Simon, Esq., attorney at Cross & Simon, assured the Court that the firm is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. The firm can be reached at: Christopher P. Simon, Esq. Michael J. Joyce, Esq. Joseph Grey, Esq. Kevin S. Mann, Esq. David G. Holmes, Esq. CROSS & SIMON LLC 1105 North Market Street, Suite 901 Wilmington, DE 19801 Tel: +1 302 777 4200 (ext. 102) Fax: +1 302 777 4224 Email: csimon@crosslaw.com mjoyce@crosslaw.com jgrey@crosslaw.com kmann@crosslaw.com dholmes@crosslaw.com About Quantum Foods Founded in 1990 and headquartered in Bolingbrook, Illinois, Quantum Foods, LLC -- http://www.quantumfoods.com-- provides protein products made from beef, poultry and pork. Quantum Foods LLC and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14-10318) on Feb. 18, 2014, to facilitate the sale of substantially all their business to CTI Foods Holding Co., LLC. The Debtors' primary secured indebtedness totals $50.2 million, owing to lenders led by Crystal Financial, LLC, as administrative and collateral agent. Quantum Foods is being advised in its restructuring by Daniel J. McGuire, Esq., Gregory M. Gartland, Esq., and Caitlin S. Barr, Esq., at Winston & Strawn as counsel; M. Blake Cleary, Esq., Kenneth J. Enos, Esq., and Andrew Magaziner, Esq., at Young, Conaway, Stargatt & Taylor, LLP, serve as local counsel. City Capital Advisors is the investment banker. FTI Consulting, Inc. also serves as advisor. BMC Group is the claims and notice agent. The U.S. Trustee for Region 3 appointed five members to the official committee of unsecured creditors in the case. The Committee is seeking to retain Triton Capital Partners, Ltd. as financial advisor; and Mark D. Collins, Esq., Russell C. Silberglied, Esq., Michael J. Merchant, Esq., Christopher M. Samis, Esq., and Robert C. Maddox, Esq., at Richards, Layton & Finger, P.A. as counsel. Raging Bull is represented in the case by Van C. Durrer II, Esq., at Skadden Arps Slate Meagher & Flom LLP. Crystal Finance LLC is represented by David S. Berman, Esq., at Riemer & Braunstein LLP. QUANTUM FUEL: Appoints Mark Arold Vice President of Operations -------------------------------------------------------------- Quantum Fuel Systems Technologies Worldwide, Inc., has appointed Mark Arold as the Company's vice president of operations, a newly created position. In this capacity, Mr. Arold will oversee all aspects of the Company's tank and complete storage systems business units including engineering, systems integration, production, supply chain management, and regulatory affairs. Mr. Arold has served in various leadership capacities for the Company since 2002, including most recently as vice president of the Company's Powertrain and Storage Systems business unit. "The VP of Operations role will combine both our tank and systems operations which will enable us to fully leverage resources and our operational cost structure," said Brian Olson, president and CEO of Quantum. "Mark is a tremendous leader and has been a valuable resource for Quantum for many years and I have the utmost confidence that Mark is the right person to execute on the operational side of our systems strategy," concluded Mr. Olson. About Quantum Fuel Lake Forest, Cal.-based Quantum Fuel Systems Technologies Worldwide, Inc. (Nasdaq: QTWW) develops and produces advanced vehicle propulsion systems, fuel storage technologies, and alternative fuel vehicles. Quantum's portfolio of technologies includes electronic and software controls, hybrid electric drive systems, natural gas and hydrogen storage and metering systems and other alternative fuel technologies and solutions that enable fuel efficient, low emission, natural gas, hybrid, plug-in hybrid electric and fuel cell vehicles. Quantum Fuel reported a net loss attributable to stockholders of $23.04 million in 2013, a net loss attributable to stockholders of $30.91 million in 2012 and a net loss attributable to common stockholders of $38.49 million in 2011. RA HOLDING: Publishes Financials for Qtr. Ended Sept. 30 -------------------------------------------------------- RA Holding Corp. on Nov. 19 disclosed that it has published its unaudited interim condensed financial statements as of and for the three-month period ended September 30, 2014. The financial reports are available at http://dev.gardencitygroup.com/cases/arcapita/reports.php The Company has made available its financial results under the terms of its Mudaraba Agreement, one of the agreements implementing a $550 million issuance of Shari'ah-compliant financial instruments. About RA Holding Corp. RA Holding Corp. is the top-level holding company in the group created pursuant to the plan of reorganization of Arcapita Bank B.S.C.(c) and certain of its affiliates under chapter 11 of the United States Bankruptcy Code. RADIO SYSTEMS: Revolver Amendment No Impact on Moody's B2 Rating ---------------------------------------------------------------- Moody's Investors Service said that Radio Systems Corporation's ("Radio Systems", B2 stable) recent amendment of its $75 million revolving credit facility (unrated) is modestly credit positive but has no impact on the company's ratings or stable rating outlook. The principal methodology used in this rating was Consumer Durable Industry published in September 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Based in Knoxville, Tennessee, Radio Systems Corporation designs and markets pet supplies, including electronic fences, pet training collars, pet doors and feeding and water systems. The company's products are sold through mass merchandisers, pet superstores, distributors, catalogs and the Internet. Revenues for the twelve months through June 30, 2014 were roughly $305 million. Randy Boyd, founder and CEO, owns 85% of the company, with the balance held by management, employees and others. RENTPATH INC: Moody's Rates New $525-Mil. 1st Lien Loans 'Caa1' --------------------------------------------------------------- Moody's Investors Service affirmed RentPath, Inc.'s CFR at B2 and assigned a B1 rating to the proposed first lien credit facility consisting of a $50 million five year revolver and a $475 million seven year first lien term loan. The proposed $200 million eight year second lien term loan was assigned a Caa1 rating. The outlook remains stable. The debt proceeds, existing cash on the balance sheet, and $272 million of cash equity from Providence Equity Partners LLC will be used to fund the purchase of a 48.7% interest in RentPath and to redeem the existing debt in addition to paying fees and expenses. Existing owner TPG Partners VI, L.P will continue to own an equal stake of 48.7% in the company going forward. The ratings on the existing outstanding debt will be withdrawn following repayment. The transaction is anticipated to increase debt by approximately $280 million and increase interest expense by about $20 million annually, although final pricing has not been determined as of this publication date. Initially, the borrower will be Regal Finance Sub, LLC and following the consummation of the acquisition, RentPath, Inc. Moody's took the following rating actions: Borrower: Regal Finance Sub, LLC and then RentPath, Inc following the completion of the acquisition and conversion Issuer: RentPath, Inc. Corporate Family Rating, affirmed B2 Probability of Default Rating, upgraded to B2-PD from B3-PD Outlook remains Stable Issuer: Regal Finance Sub, LLC $50 million five year Revolving Credit Facility, assigned B1, LGD3 $475 million seven year 1st lien term loan, assigned B1 LGD3 $200 million eight year 2nd lien term loan, assigned Caa1, LGD5 The assigned ratings are subject to review of final documentation and no material change in the terms and conditions of the transaction as provided to Moody's. Ratings Rationale RentPath's B2 corporate family rating reflects its very high leverage of 7x (including Moody's standard adjustments), small scale, and narrow business scope to the apartment rental market. While Moody's anticipates that leverage will decline to approximately 6.5x by the end of 2015, the elevated leverage positions the company weakly at the B2 CFR level. The company operates several different websites, however; there is high dependency on its ApartmentGuide.com website for the vast majority of revenue and EBITDA. These negative attributes are offset by the company's strong position in the apartment rental market, its successful transition to digital media from print and EBITDA margins that have improved over the past several years to 40% (including Moody's standard adjustments). Plans for additional marketing and sales expenditures are anticipated to weigh on margins modestly in 2015. While results from the Rent.com website have been below Moody's expectations, the completion of the integration will reduce operating risk and the transition to a subscription based model should improve stability and operations. However, it will be important for the company to avoid alienating Rent.com's existing customer base as it makes the transition from a fee per lease to a subscription based model. Moody's expects that the company will continue to be acquisitive and that future acquisitions have the potential to be funded with additional debt. Moody's anticipates that RentPath will have good liquidity over the next 12 months, supported by the company's free cash flow of over $30 million and an undrawn $50 million revolver due 2019. Moody's anticipates minimal cash on the balance sheet at closing, but expect it will grow by year end. The revolver is expected to have a springing 1st lien net leverage ratio and the first and second lien term loans are anticipated to be covenant lite. The company is expected to have the ability to issue Incremental first or second lien debt in the amount of $100 million plus an unlimited amount subject to leverage ratios as defined in the credit agreement. The stable rating outlook reflects Moody's expectation that RentPath will grow revenue and EBITDA in the mid to low single digits over the next year that will lead to leverage decreasing to 6.5x by the end of 2015. While not anticipated in the near term given the high leverage level for the rating, Moody's could upgrade the ratings if RentPath maintains good liquidity, generate strong free cash flow and grows EBITDA such that leverage is below 4.5x. Confidence the private equity sponsors were committed to maintaining leverage below this level would also be required. Moody's would lower RentPath's ratings if leverage fails to decrease below 6.5x by the end of 2015 or if free cash flow turns negative due to a substantial deterioration of its position in the apartment rental market due to lost market share to new or existing competitors. A debt funded shareholder friendly transaction that drives leverage being sustained above 6.5x would also lead to a negative rating action. The principal methodology used in these ratings 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. Headquartered in Norcross, Georgia, RentPath, Inc. (RentPath) (fka PRIMEDIA Inc.) is a leading provider of digital classified advertising primarily for apartment leasing in addition to modest operations in new home sales. The company operates a number of web properties including ApartmentGuide.com, Rent.com, Rentals.com, and RentalHouses.com. In May of 2012, RentPath acquired Rent.com from EBay, Inc. for $145 million, expanding its market share and presence in the online apartment rental advertising market. Pro- forma for the transaction, RentPath will be owned by Providence Equity Partners LLC and TPG Partners VI, L.P which will have equal ownership positions of 48.7%. RentPath generated approximately $250 million of revenue for the twelve months ended September 30, 2014, pro forma for the sale of DistribuTech on February 1, 2014. RENTPATH INC: S&P Affirms 'B' CCR on Providence Equity Sale ----------------------------------------------------------- Standard & Poor's Ratings Services said that is has affirmed its 'B' corporate credit rating on U.S.-based RentPath Inc. The outlook remains stable. At the same time, S&P assigned its 'B+' issue-level ratings to RentPath's proposed $50 million revolving credit facility and $475 million first-lien term loan. The recovery rating is '2', indicating S&P's expectation for substantial (70%-90%) recovery for lenders in the event of a payment default. S&P also assigned the company's proposed $200 million second-lien term loan a 'CCC+' issue-level rating with a recovery rating of '6', indicating S&P's expectation for negligible (0%-10%) recovery for lenders in the event of a payment default. Following the completion of the proposed transaction, on the current terms, S&P will withdraw all of its issue-level ratings on RentPath's existing credit facilities, which S&P expects to be repaid. Pro forma for the transaction, S&P estimates that RentPath will have about $710 million in adjusted debt outstanding. "Our corporate credit rating on RentPath reflects the company's exposure to the volatile real estate market, its narrow business focus, competition from other online advertising firms, and its weak credit metrics," said Standard & Poor's credit analyst Christopher Thompson. Norcross, Ga.-based RentPath Inc. is a vertical search company that operates a network of websites and mobile applications providing listings for available apartments and rental houses through its Apartment Guide and Rent.com businesses. These operations account for over 90% of its overall revenue. S&P's "weak" business risk profile assessment reflects the company's narrow business focus, which makes RentPath susceptible to the volatility inherent in the real estate market. RentPath was able to make the transition to digital by investing in its online platform and migrating most of its customer base to digital from print. Nonetheless, the company must continuously evolve its business capabilities and online offerings to remain competitive, given the low barriers to entry, the potential for pricing pressure, and the rapid development of the way marketing services are provided online. For example, Craiglist, one of the largest providers of online rental listings, is free. Nevertheless, S&P expects property managers, especially managers of larger properties, will still continue to advertise using aggregators such as RentPath, which has considerable market reach. RentPath will need to maintain and grow Internet traffic to its sites to remain relevant with property managers. S&P expects the company's EBITDA margin to expand in 2015, benefiting from the completion of its digital conversion despite higher offline marketing expenses during the year. S&P views the company's financial risk profile as "highly leveraged," given the company's weak credit metrics and aggressive financial policy. S&P expects pro forma leverage under the new capital structure to increase to around the high-6x at the transaction's close from 4.2x as of June 30, 2014. RentPath is owned by private equity sponsors and has a history of debt- financed dividends. S&P expects the company's debt leverage will remain above 5x through 2016. It is probable that additional debt financed acquisitions or dividends will offset any significant improvement in credit metrics from sales or profit growth. The stable outlook reflects Standard & Poor's Ratings Services' expectations that RentPath Inc. will deliver a steady operating performance, adequate liquidity, and that lease-adjusted debt leverage will decline to around the high-5x by the end of 2015. Downside scenario S&P could lower the rating over the intermediate term if there is a deterioration of the apartment rental advertising business resulting in erosion of discretionary cash flow and a decline in interest coverage below 2x. Factors that could lead to this scenario include increased competition in the online rental advertising business and worsening economic conditions that reduce occupancy and effective rent metrics in the majority of markets served. Upside scenario Given the company's private-equity ownership and history of debt- financed dividends, S&P views an upgrade as unlikely in the intermediate term. An upgrade would entail sustained positive operating trends in the apartment business that improve leverage to the mid-4x area coupled with a change in financial policy that convinces S&P that leverage will remain in the 4x-5x area. RESPONSE BIOMEDICAL: Incurs C$1.1-Mil. Net Loss in 3rd Quarter -------------------------------------------------------------- Response Biomedical Corp. reported a net loss and comprehensive loss of C$1.11 million on C$2.19 million of product sales for the three months ended Sept. 30, 2014, compared to a net loss and comprehensive loss of C$2.54 million on C$2.08 million of product sales for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss and comprehensive loss of C$2.35 million on C$7.83 million of product sales compared to a net loss and comprehensive loss of C$9.17 million on C$8.39 million of product sales for the same period during the prior year. Cash and cash equivalents as of Sept. 30, 2014, were $1.7 million compared to $3 million as of Dec. 31, 2013. Response's Interim Chief Executive Officer, Dr. Anthony (Tony) Holler, commented on Response's Q3 2014 performance saying, "This quarter and the month that followed was a pivotal time for Response. We were able to grow sales in China, secure incremental government funding for an important new sepsis biomarker and sign a major development and sales collaboration agreement that we believe will benefit the company for years to come. These achievements are an indication of the strength of the current leadership team at Response. Sales outside of China have been disappointing, but we plan to rebuild distributor relationships while at the same time focusing significant resources on our key market -- the major growth opportunity we see in China." Dr. Holler added, "Gross margins declined slightly in the quarter versus last year and the previous quarter due to lower sales volumes and higher inventory provisions. The efficiencies we've achieved in manufacturing and purchasing over the past years, along with positive exchange fluctuations, continue to be favorable to our margins. We expect the Company's cash position to be bolstered this quarter by the upfront payments and equity investment from the new development collaboration. In addition, we are working with our bank to restructure the covenants of our existing term loan." A full-text copy of the press release is available for free at: http://is.gd/sgqfWu About Response Biomedical Based in Vancouver, Canada, Response Biomedical Corporation develops, manufactures and sells diagnostic tests for use with its proprietary RAMP(R) System, a portable fluorescence immunoassay- based diagnostic testing platform. The RAMP(R) technology utilizes a unique method to account for sources of error inherent in conventional lateral flow immunoassay technologies, thereby providing the ability to quickly and accurately detect and quantify an analyte present in a liquid sample. Consequently, an end-user on-site or in a point-of-care setting can rapidly obtain important diagnostic information. Response Biomedical currently has thirteen tests available for clinical and environmental testing applications and the Company has plans to commercialize additional tests. Response Biomedical reported a net loss and comprehensive loss of $5.99 million in 2013, a net loss and comprehensive loss of $5.28 million in 2012 and a net loss and comprehensive loss of $5.37 million in 2011. PricewaterhouseCoopers LLP, in Vancouver, British Columbia, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit at Dec. 31, 2013, which raises substantial doubt about its ability to continue as a going concern. RIVER CITY: Court Approves Sperry Van Ness as Auctioneer -------------------------------------------------------- The Hon. Keith L. Phillips of the U.S. Bankruptcy Court for the Eastern District of Virginia authorized River City Renaissance LC and River City Renaissance III LC to employ Sperry Van Ness LCC t/a Sperry Van Ness Chicago Commercial as their auctioneer with respect to the Debtors' real property assets, which are comprised of 29 residential apartment buildings located in the City of Richmond. The Debtors said they require the assistance of an auctioneer to ensure that they obtain the maximum value for their properties. The Debtors noted they believe that a robust marketing and sales effort may generate sale proceeds sufficient to satisfy, without limitation, the allowed claims of each Debtors' secured creditors, including the holders, as well as general unsecured creditors, and equity-security holders. The auctioneer will render to the Debtors include: a) implementing a marketing campaign designed to generate maximum interest in the Properties, establishing a high- quality website to provide sale-process information and due-diligence materials to potential buyers, and providing tours of the properties to potential buyers, and b) assisting the Debtors in structuring the sale process, negotiating with potential buyers, and in selecting the buyer(s) who provide the best combination of price, terms, track record, and ability to close. The auctioneer will be paid in this manner: a) In the event that the auction fails to result in a closed transaction where the paid cash consideration exceeds the respective Holder's secured claim as to the particular Debtor's properties, or either of the Holders acquire the properties through a credit-bid of either's secured claim, then SVN may be paid up to $100,000, allocated 80%/20% between the RCR Properties and the RCR III Properties, respectively, plus reasonable and customary sellers' closing costs, which funds will be made available from the Holders' collateral and available at closing in order to close the sales. b) In the event that the auction results in a closed transaction where the paid cash consideration exceeds the respective Holder's secured claim, well as necessary closing costs, as to the particular Debtor's properties by an amount insufficient to pay to SVN in accordance with Section (x) (c), below, then SVN will be entitled to a fee in an amount equal to the difference of (i) the net dollar amount of paid cash consideration at closing, minus (ii) the dollar amount of the respective Holders' secured claim as to the particular Debtor's Properties, plus necessary closing costs. c) In the event that the auction results in a closed transaction where the paid cash consideration exceeds the respective Holder's secured claim, well as necessary closing costs, as to the particular Debtor's properties by an amount sufficient to pay to SVN (i) two percent of the first $20,000,000 of the paid cash consideration at closing, plus (ii) one-and-one-half percent of any amount beyond the first $20,000,000 of the paid cash consideration at closing, then SVN will be entitled to a fee in such amount at closing of such sale(s). d) In the event that the Court approves and deems either [REDACTED] or [REDACTED] as a stalking-horse bidder at the Auction and such stalking-horse bidder acquires the Properties at an amount equal to its stalking-horse bid, then SVN shall be entitled to a fee in the amount of $250,000. If the Court approves either [REDACTED] or [REDACTED] as a stalking-horse bidder at the Auction and any entity acquires the Properties through a bid in an amount in excess of the respective stalking-horse bid, then SVN shall be entitled to a fee in an amount equal to (i) 2.0% of the first $20,000,000 of the paid cash consideration at closing, plus (ii) 1.5% of any amount beyond the first $20,000,000 of the paid cash consideration at closing, then SVN shall be entitled to a fee in such amount at closing of such sale(s). The Debtors assured the Court that the auctioneer is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About River City Renaissance Richmond, Virginia-based, River City Renaissance, LC, and River City Renaissance III, LC, sought Chapter 11 protection (Bankr. E.D. Va. Case Nos. 14-34080 and 14-34081) in Richmond, Virginia, on July 30, 2014. The cases are assigned to Judge Keith L. Phillips. Robert H. Chappell, III, Esq., at Spotts Fain PC, represents the Debtors in their cases. River City Renaissance, LC disclosed $27,353,274 in assets and $29,186,824 in liabilities as of the Chapter 11 filing. Renaissance III estimated less than $10 million in assets and debts. The Debtors have tapped Spotts Fain PC as counsel. ROCKWELL MEDICAL: Reports $3.9 Million Net Loss for 3rd Quarter --------------------------------------------------------------- Rockwell Medical, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $3.96 million on $13.7 million of sales for the three months ended Sept. 30, 2014, compared with a net loss of $13.2 million on $13.1 million of sales for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $14.9 million on $39.7 million of sales compared with a net loss of $40.45 million on $38.41 million of sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $23.9 million in total assets, $29.3 million in total liabilities, and a $5.45 million total shareholders' deficit. "We achieved a strong 3rd quarter and then two significant accomplishments; our successful confirmatory vote on Triferic from the FDA Advisory Committee and our commercialization agreement with Baxter," stated Mr. Robert L. Chioini, Founder, Chairman and CEO of Rockwell Medical. "The Advisory Committee's majority vote recommending Triferic as a therapy to treat iron loss and maintain hemoglobin in hemodialysis patients adds to our conviction that this drug can make a positive difference for ESRD patients in addressing this unmet need. We remain committed to working with the FDA on completing its review for marketing approval of Triferic. Our exclusive distribution agreement with Baxter, a global leader in selling dialysis products, enabled us to monetize a valuable asset and strengthen our balance sheet while also providing dialysis patients and service providers expanded access to our market leading products in new territories. These two recent milestone events, in addition to our strong sales and margin improvements in the third quarter, give us great momentum moving forward." A full-text copy of the Form 10-Q is available for free at: http://is.gd/M5i11c About Rockwell Rockwell Medical, Inc. (Nasdaq: RMTI), headquartered in Wixom, Michigan, is a fully-integrated biopharmaceutical company targeting end-stage renal disease ("ESRD") and chronic kidney disease ("CKD") with innovative products and services for the treatment of iron deficiency, secondary hyperparathyroidism and hemodialysis (also referred to as "HD" or "dialysis"). Rockwell's lead investigational drug is in late stage clinical development for iron therapy treatment in CKD-HD patients. It is called Soluble Ferric Pyrophosphate ("SFP"). SFP delivers iron to the bone marrow in a non-invasive, physiologic manner to hemodialysis patients via dialysate during their regular dialysis treatment. Rockwell Medical reported a net loss of $48.78 million in 2013, a net loss of $54.02 million in 2012 and a net loss of $21.44 million in 2011. ROGER BANCSHARES: Bankruptcy-Exit Plan Declared Effective --------------------------------------------------------- Rogers Bancshares Inc. informed the U.S. Bankruptcy Court for the Eastern District of Arkansas that its joint Chapter 11 reorganization, as modified and amended, became effective on Aug. 29, 2014. As reported in the Troubled Company Reporter on Sept. 9, 2014, the Court confirmed the joint plan as proposed by the Debtor and the Official Committee of Unsecured Creditors. The Court authorized the proponents to modify the Plan. As reported in the Troubled Company Reporter on Sept. 1, 2014, the Debtors requested for the Plan revision after Bankruptcy Judge Richard Taylor at the July 17 status conference, expressed concerns regarding the indemnification and release provisions in the plan. The original plan granted a release of claims held by third parties, which would have released anyone who held a right of indemnity against the company. In the revised plan, however, only those listed in section 11.05(a), a new provision, would grant each other a release. The revision also divides section 11.05 of the original plan into four sections: 11.05, 11.06, 11.07 and 11.08. Sections 11.06 and 11.07 clarify that creditors and equity holders cannot pursue claims or equity interests against the company or its assets outside the scope of the plan. Meanwhile, section 11.08 clarifies that the plan agent may seek to enforce these provisions. As reported by the TCR on Feb. 28, 2014, the plan designates and provides for the treatment of five claim classes and interests -- Class 1 senior debt, Class 2 indenture claims, Class 3 pari passu claims, Class 4 preferred stock, and Class 5 equity interest holders. All the claim classes are impaired. The chief liquidation officer will become the plan agent to assist Rogers Bancshares in performing its duties and obligations under the liquidation plan. About Rogers Bancshares Little Rock, Arkansas-based Rogers Bancshares Inc., filed for Chapter 11 relief (Bankr. E.D. Ark. Case No. 13-13838) on July 5, 2013. Bankruptcy Judge James G. Mixon presides over the case. Samuel M. Stricklin, Esq., and Lauren C. Kessler, Esq., at Bracewell & Giuliani, LLP, as well as W. Jackson Williams, Esq., at Williams & Anderson, PLC, represent the Debtor in its restructuring efforts. The Debtor estimated $10 million to $50 million in assets and debts. Rogers owes $41.3 million on three issues of junior subordinated debentures and $39.6 million on four issues of preferred stock. The petition was signed by Susan F. Smith, secretary. The Official Committee of Unsecured Creditors has hired Tyler P. Brown, Esq., and Jason W. Harbour, Esq., at Hunton & Williams LLP and James F. Downden, Esq., of the James F. Dowden PA firm as counsel; and Carl Marks Advisory Group LLC as financial advisors. On Nov. 25, 2013, the retention of Cheryl F. Shuffield as chief liquidation officer was approved by the Court. ROSALES MEAT: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Rosales Meat Distributors Inc. 5157 Alhambra Avenue Los Angeles, CA 90032 Case No.: 14-31581 Chapter 11 Petition Date: November 18, 2014 Court: United States Bankruptcy Court Central District Of California (Los Angeles) Judge: Hon. Ernest M. Robles Debtor's Counsel: Rosendo Gonzalez, Esq. GONZALEZ & ASSOCIATES APLC 530 S Hewitt St, Ste 148 Los Angeles, CA 90013 Tel: 213-452-0070 Fax: 213-452-0080 Email: rossgonzalez@gonzalezplc.com Estimated Assets: $0 to $50,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Rigoberto Rosales, president. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/cacb14-31581.pdf SAM WYLY: Church Fights Gov't for $20K Claim, Says Panel Needed --------------------------------------------------------------- Erik Larson at Bloomberg News reports that Samuel Wyly's Dallas church, Third Church of Christ, Scientist, has accused the U.S. Securities and Exchange Commission and the Internal Revenue Service of trying to silence smaller creditors that can't match the government's "unlimited" legal resources. "While the SEC and IRS debts may be the largest in the case, that does not mean, as the SEC seems to suggest, that there are no other creditors," Jonathan Gitlin, the Church's attorney, complains in a Nov. 14, 2014 filing with the U.S. Bankruptcy Court for the Northern District of Texas. The SEC, according to Bloomberg, seeks at least $200 million from the Debtor, while the IRS seeks unspecified back taxes. In the Nov. 14 court filing, the Church claims that the Debtor owes it $20,000, under a 2010 pledge to donate $100,000 over five years. Bloomberg relates that the Church says it needs the money to finish a building restoration project. "Mr. Wyly simply made a gift to his church's building restoration fund when he executed the pledge," Bloomberg quoted the U.S. as saying. Texas law backs the treatment of the pledges as valid claims in bankruptcy, Bloomberg reports, citing the Church. The Church says in the filing that a formal committee of unsecured creditors is needed in the case to give them a stronger voice against the SEC. The government, Bloomberg says, objects the formation of a committee, claiming that it "will unnecessarily waste resources and dissipate assets that should be used to pay creditor claims." The government also argues in a Nov. 14 filing that the Church and a charitable organization that wants to be on the committee, the Thanks-Giving Foundation, are ineligible. About Samuel Wyly Samuel Wyly filed for Chapter 11 bankruptcy protection on Oct. 19, 2014, weeks after a judge ordered him to pay several hundred million dollars in a civil fraud case. In September, a federal judge ordered Mr. Wyly and the estate of his deceased brother to pay more than $300 million in sanctions after they were found guilty of committing civil fraud to hide stock sales and nab millions of dollars in profits. The case is In re Samuel E. Wyly, 14-35043, U.S. Bankruptcy Court, Northern District of Texas (Dallas). SAN BERNARDINO, CA: Gets May 30 Deadline to File Bankruptcy Plan ---------------------------------------------------------------- Katy Stech, writing for Daily Bankruptcy Review, reported that frustrated with San Bernardino, Calif.'s stalled reorganization, Judge Meredith Jury gave city leaders a May 30 deadline to file a plan that shows how the struggling city of roughly 200,000 people will repay its debts and get out of bankruptcy protection. According to the report, Judge Jury scolded city officials for making little progress on a reorganization plan and for hoping instead that residents would vote to change police salary structures earlier this month. The vote failed, prompting officials to reignite negotiations with the city's two biggest unions over money-saving cuts, the DBR report noted. About San Bernardino, Calif. San Bernardino, California, filed an emergency petition for municipal bankruptcy under Chapter 9 of the U.S. Bankruptcy Code (Bankr. C.D. Cal. Case No. 12-28006) on Aug. 1, 2012. San Bernardino, a city of about 210,000 residents roughly 65 miles (104 km) east of Los Angeles, estimated assets and debts of more than $1 billion in the bare-bones bankruptcy petition. The city council voted on July 10, 2012, to file for bankruptcy. The move lets San Bernardino bypass state-required mediation with creditors and proceed directly to U.S. Bankruptcy Court. The city is represented that Paul R. Glassman, Esq., at Stradling Yocca Carlson & Rauth. San Bernardino joined two other California cities in bankruptcy: Stockton, an agricultural center of 292,000 east of San Francisco, and Mammoth Lakes, a mountain resort town of 8,200 south of Yosemite National Park. The City was granted Chapter 9 protection on Aug. 28, 2013. SANUWAVE HEALTH: Files Form 10-Q, Warns of Possible Bankruptcy -------------------------------------------------------------- SANUWAVE Health, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report for the period ended Sept. 30, 2014. In the report, the Company stated that the continuation of its business is dependent upon raising additional capital in the second half of 2015 to fund operations and repay the Notes Payable, Related Parties or amend the note terms to extend the notes or consider other non-cash repayment options. Management's plans are to obtain additional capital in 2015 through investments by strategic partners in specific clinical indications or market opportunities, which may include strategic partnerships or licensing arrangements. In addition, the Company may raise capital through the conversion of outstanding warrants, the issuance of common or preferred stock, securities convertible into common stock, or secured or unsecured debt, or by selling all or a portion of the Company's assets (or some combination of the foregoing). If these efforts are unsuccessful, the Company said it may be forced to seek relief through a filing under the U.S. Bankruptcy Code. The Company reported a net loss of $1.49 million on $227,492 of revenue for the three months ended Sept. 30, 2014, compared to a net loss of $4.43 million on $148,421 of revenue for the same period last year. The Company also reported a net loss of $5.75 million on $610,705 of revenue for the nine months ended Sept. 30, 2014, compared to a net loss of $10.62 million on $510,272 of revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $5.91 million in total assets, $6.33 million in total liabilities and a $421,511 total stockholders' deficit. A full-text copy of the Form 10-Q is available for free at: http://is.gd/xsf5gj About SANUWAVE Health Alpharetta, Ga.-based SANUWAVE Health, Inc., is an emerging global regenerative medicine company focused on the development and commercialization of noninvasive, biological response activating devices for the repair and regeneration of tissue, musculoskeletal and vascular structures. SANUWAVE reported a net loss of $11.29 million in 2013, a net loss of $6.40 million in 2012 and a net loss of $10.23 million in 2011. SB PARTNERS: Incurs $196,000 Net Loss in Third Quarter ------------------------------------------------------ SB Partners filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $196,189 on $691,765 of total revenues for the three months ended Sept. 30, 2014, compared to a net loss of $266,622 on $629,145 of total revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $686,204 on $2 million of total revenues compared to a net loss of $843,116 on $1.87 million of total revenues for the same period last year. The Company's balance sheet at Sept. 30, 2014, showed $17.21 million in total assets, $22.80 million in total liabilities and a $5.58 million total partners' deficit. As of Sept. 30, 2014, the Company had cash and cash equivalents of approximately $773,000. These balances are approximately $149,000 higher than cash and cash equivalents held on Dec. 31, 2013. Cash and cash equivalents increased during the nine months ended Sept. 30, 2014, due to cash flow generated from operating activities at the Company's two wholly owned properties partially offset by interest on the Company's loan and partnership expenses. A full-text copy of the Form 10-Q is available for free at: http://is.gd/cwUaTc About SB Partners Milford, Conn.-based SB Partners is a New York limited partnership engaged in acquiring, operating and holding for investment a varying portfolio of real estate interests. As of June 30, 2010, the partnership owns an industrial flex property in Maple Grove, Minnesota and warehouse distribution centers in Lino Lakes, Minnesota and Naperville, Illinois. SB Partners incurred a net loss of $1.10 million in 2013, a net loss of $1.10 million in 2012 and a net loss of $1.02 million in 2011. SEARS HOLDINGS: Edward Lampert Reports 48.5% Stake as of Nov. 10 ---------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Edward S. Lampert and his affiliates disclosed that as of Nov. 10, 2014, they beneficially owned 51,677,054 shares of common stock of Sears Holdings Corporation representing 48.5 percent of the shares outstanding. Mr. Lampert acquired an additional 10,311 shares of Holdings Common Stock on Oct. 31, 2014. Mr. Lampert received the Common Stock as consideration for serving as chief executive officer and no cash consideration was paid by Mr. Lampert in connection with the receipt of those Holdings Common Stock. Additionally, on Oct. 18, 2014, the Compensation Committee of the Board of Directors of Holdings approved awards to holders of outstanding awards, including Mr. Lampert, under the 2013 Stock Plan. The Rights Offering Awards were approved to preserve the benefit of the underlying equity awards in connection with the Rights Offering to purchase Sears Canada Shares. The Rights Offering Award granted to Mr. Lampert is in the form of Holdings Common Stock and will be issued in equal monthly installments on the last business day of each month through Jan. 31, 2015, subject to the same terms that govern the issuance of Holdings Common Stock scheduled to be issued to Mr. Lampert under the 2013 Stock Plan. In a grant of Holdings Common Stock by Holdings on Oct. 31, 2014, pursuant to the Rights Offering Award, Mr. Lampert acquired an additional 62 shares of Holdings Common Stock. Mr. Lampert received the Holdings Common Stock pursuant to the Rights Offering Award and no cash consideration was paid by Mr. Lampert in connection with the receipt of such Holdings Common Stock. A full-text copy of the regulatory filing is available at: http://is.gd/PpxGsb About Sears Sears Holdings Corporation (NASDAQ: SHLD) -- http://www.searsholdings.com/-- is an integrated retailer focused on seamlessly connecting the digital and physical shopping experiences to serve members. Sears Holdings is home to Shop Your Waytm, a social shopping platform offering members rewards for shopping at Sears and Kmart as well as with other retail partners across categories important to them. The Company operates through its subsidiaries, including Sears, Roebuck and Co. and Kmart Corporation, with more than 2,000 full- line and specialty retail stores in the United States and Canada. Kmart Corporation and 37 of its U.S. subsidiaries filed voluntary Chapter 11 petitions (Bankr. N.D. Ill. Lead Case No. 02-02474) on Jan. 22, 2002. Kmart emerged from chapter 11 protection on May 6, 2003, pursuant to the terms of an Amended Joint Plan of Reorganization. Skadden, Arps, Slate, Meagher & Flom, LLP, represented Kmart in its restructuring efforts. Its balance sheet showed $16,287,000,000 in assets and $10,348,000,000 in debts when it sought chapter 11 protection. Kmart bought Sears, Roebuck & Co., for $11 billion to create the third-largest U.S. retailer, behind Wal-Mart and Target, and generate $55 billion in annual revenues. Kmart completed its merger with Sears on March 24, 2005. Sears Holdings reported a net loss of $1.36 billion in 2013, a net loss of $930 million in 2012 and a net loss of $3.14 billion in 2011. As of Aug. 2, 2014, Sears Holdings had $16.43 billion in total assets, $15.51 billion in total liabilities and $919 million in total equity. * * * Moody's Investors Service in January 2014 downgraded Sears Holdings Corporate Family Rating to Caa1 from B3. The rating outlook is stable. The downgrade reflects the accelerating negative performance of Sears' domestic business with comparable sales falling 7.4% for the quarter to date ending January 6th, 2014 compared to the prior year. The company now expects domestic Adjusted EBITDA to decline to a range of ($80 million) to $20 million for the fourth fiscal quarter, compared with $365 million in the year prior period. For the full year, Sears expects domestic Adjusted EBITDA loss between $(308) million and $(408) million, as compared to $557 million last year. Moody's expects full year cash burn (after capital spending, interest and pension funding) to be around $1.2 billion in 2013 and we expect Sears' cash burn to remain well above $1 billion in 2014. "Operating performance for fiscal 2013 is meaningfully weaker than our previous expectations, and we expect negative trends in performance to persist into 2014" said Moody's Vice President Scott Tuhy. He added "While Sears noted improved engagement metrics for its "Shop Your Way" Rewards program, Moody's remains uncertain when these improved engagement metrics will lead to stabilization of operating performance." As reported by the TCR on March 26, 2014, Standard & Poor's Ratings Services affirmed its ratings on the Hoffman Estate, Ill.- based Sears Holdings Corp., including the 'CCC+' corporate credit rating. Fitch Ratings had downgraded its long-term Issuer Default Ratings (IDR) on Sears Holdings Corporation (Holdings) and its various subsidiary entities (collectively, Sears) to 'CC' from 'CCC', according to a TCR report dated Sept. 12, 2014. SEARS METHODIST: Court Approves Procedures to Sell Plains Assets ---------------------------------------------------------------- The United States Bankruptcy Court for the Northern District of Texas approved Sears Plains Retirement Corporation's motion to approve proposed bid procedures in connection with the sale of all of its assets and provide certain bid protections to Knight Health Holdings LLC, a Nevada limited liability company, the stalking horse bidder. Plains is a unit of Sears Methodist Retirement System Inc. Plains' entry into the asset purchase agreement and the Sale Transaction is approved in all respects. Any objections to the relief sought in the Motion that have not been previously resolved or withdrawn are overruled on their merits. Plains is authorized and directed to take any and all actions necessary or appropriate to (a) consummate the Sale Transaction in accordance with the Motion, the APA and this Order, and (b) perform, consummate, implement and close fully the Sale Transaction, together with all additional instruments and documents that may be reasonably necessary or desirable to implement the APA. About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SEARS METHODIST: Bid Deadline for Caprock Assets Set for Dec. 15 ---------------------------------------------------------------- Judge Stacey G. Jernigan of the U.S. Bankruptcy Court for the Northern District of Texas approved Sears Caprock Retirement Corporation's bid procedures in connection with the sale of all or substantially all of Caprock's assets. The Court also approved certain protections to Rio Mesa Health Holdings LLC, as Stalking Horse. Caprock is authorized to take any and all actions necessary or appropriate to implement the Bid Procedures. The Court also set these dates: -- the Bid Deadline is December 15, 2014, at 4:00 p.m. (prevailing Central Time); -- the Auction, if necessary under the Bid Procedures, will be held on December 17, 2014, at the offices of DLA Piper LLP (US), located in Dallas, Texas, at 10:00 a.m. (prevailing Central Time); -- objections to the Sale Transaction are due on December 4, 2014, at 4:00 p.m. (prevailing Central Time); -- objections to the Sale Motion are due on December 18, 2014, at 4:00 p.m. (prevailing Central Time); and -- the Sale Hearing, at which Caprock will seek approval of the Successful Bid, will be held on December 19, 2014, at 9:30 a.m. (prevailing Central Time). The Sale Hearing may be adjourned or rescheduled without further notice other than an announcement of the adjourned date at the Sale Hearing. The Stalking Horse and Santander Bank, N.A. ("Lender") will each constitute a Qualified Bidder for all purposes and in all respects with regard to the Bid Procedures. Caprock is authorized to pay the Stalking Horse, as set forth in the APA and pursuant to the Bid Procedures, a Break-Up Fee of $190,000 and Expense Reimbursement in an amount up to $25,000, subject to the terms of the Order and the APA. About Sears Methodist As a leading Texas senior living icon established on Christian principles, Sears Methodist Retirement System Inc. provides secure, rewarding, and luxurious residency to seniors. The system includes: (i) eight senior living communities located in Abilene, Amarillo, Lubbock, Odessa and Tyler, Texas; (ii) three veterans homes located in El Paso, McAllen and Big Spring, Texas, managed by Senior Dimensions, Inc., pursuant to contracts between SDI and the Veterans Land Board of Texas; and (iii) Texas Senior Management, Inc. ("TSM"), Senior Living Assurance, Inc. ("SLA") and Southwest Assurance Company, Ltd. ("SWAC"), which provide, as applicable, management and insurance services to the System. Sears Methodist Senior Housing, LLC, is the general partner of, and controls .01% of the interests in, Canyons Senior Living, L.P. ("CSL"). Sears Methodist and its affiliates sought protection under Chapter 11 of the Bankruptcy Code (Bankr. N.D. Tex. Lead Case No. 14- 32821) on June 10, 2014. The cases are assigned to Judge Stacey G. Jernigan. The Debtors' counsel is Vincent P. Slusher, Esq., and Andrew Zollinger, Esq., at DLA Piper LLP (US), in Dallas, Texas; and Thomas R. Califano, Esq., Gabriella L. Zborovsky, Esq., and Jacob S. Frumkin, Esq., at DLA Piper LLP (US), in New York. The Debtors' financial advisor is Alvarez & Marsal Healthcare Industry Group, LLC, while the Debtors' investment banker is Cain Brothers & Company, LLC. The Debtors' notice, claims and solicitation agent is GCG Inc. The Debtors have sought and obtained an order authorizing joint administration of their Chapter 11 cases. The U.S. Trustee has appointed five members to the Official Committee of Unsecured Creditors. The Committee is represented by Clifton R. Jessup, Jr., Esq., and Bryan L. Elwood, Esq., at Greenberg Traurig, LLP, in Dallas, Texas. SIGA TECHNOLOGIES: Section 341(a) Meeting Slated for December 18 ---------------------------------------------------------------- The U.S. Trustee for Region 2 will convene a meeting of creditors of SIGA Technologies Inc. on Dec. 18, 2014, at 11:00 a.m. (Eastern Time) at 80 Broad Street, Fourth Floor in New York. 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 SIGA Technologies Publicly held SIGA Technologies, Inc., with headquarters in Madison Avenue, New York, is a biotech/pharmaceutical company that specializes in the development and commercialization of solutions for serious unmet medical needs and biothreats. SIGA's lead product is Tecovirimat, also known as ST-246, an orally administered antiviral drug that targets orthopoxviruses. SIGA sought Chapter 11 bankruptcy protection (Bankr. S.D.N.Y. Case No. 14-12623) on Sept. 16, 2014, in Manhattan. The case is assigned to Judge Sean H. Lane. The Debtor has tapped Weil, Gotshal & Manges LLP, as counsel, and Prime Clerk LLC as claims agent. The Debtor's Chapter 11 plan and disclosure statement are due Jan. 14, 2015. The initial case conference is due by Oct. 16, 2014. As of June 30, 2014, SIGA reported consolidated assets and liabilities of $209 million and $198 million, respectively. The amount of reported liabilities does not include any amount attributable to the lawsuit filed by PharmAthene, Inc. A total of $2.50 million is outstanding on a secured term loan with General Electric Capital Corp. Trade payables total $3.3 million. SIMPLEXITY LLC: Has Until Dec. 12 to Remove Actions --------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has given Simplexity, LLC, until Dec. 12, 2014, to file notices of removal of pre-bankruptcy lawsuits involving the company or its affiliated debtors. About Simplexity Simplexity, LLC, a defunct cellphone activator, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14-10569) on March 16, 2014. The case is before Judge Kevin Gross. The Debtors' counsel is Kenneth J. Enos, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, LLP, in Wilmington, Delaware. Prime Clerk LLC serves as claims and noticing agent. Simplexity hired Rutberg & Co. as investment banker. Simplexity LLC and Simplexity Services LLC both estimated $10 million to $50 million in assets, and $50 million to $100 million in liabilities. The U.S. Trustee for Region 3 appointed five members to an official committee of unsecured creditors. Peter S. Partee, Sr., Esq., and Michael P. Richman, Esq., at Hunton & Williams LLP, in New York; and Christopher A. Ward, Esq., and Shanti M. Katona, Esq., at Polsinelli PC, in Wilmington, Delaware, represent the Committee. SPANISH BROADCASTING: Incurs $4.6 Million Net Loss in 3rd Quarter ----------------------------------------------------------------- Spanish Broadcasting System, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q on Nov. 17, 2014. According to the Company, it was unable to file its Form 10-Q prior to the filing deadline due to unanticipated delays in resolving the accounting treatment related to a tax position. The Company disclosed a net loss available to common stockholders of $4.66 million on $36.27 million of net revenue for the three months ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.37 million on $41.08 million of net revenue for the same period last year. For the nine months ended Sept. 30, 2014, the Company reported a net loss available to common stockholders of $13.98 million on $109.94 million of net revenue compared to a net loss of $8.84 million on $116.25 million of net revenue for the same period last year. As of Sept. 30, 2014, the Company had $461.39 million in total assets, $529.68 million in total liabilities and a $68.28 million total stockholders' deficit. "During the third quarter, we continued to execute our plan to support our market leading stations and strengthen our multi-media platform to position our company for long-term growth," commented Raul Alarcon, Jr., Chairman and CEO. "Our radio station clusters continue to rank among the most successful media properties serving the Spanish-speaking population in the nation's largest Hispanic media markets. Building on our strong station brands, we are continuing to invest in our radio network and digital assets, in an effort to expand our audience nationally and compete for a larger pool of advertising dollars. We are pleased with our progress to date and believe our efforts will lead to improved results in the year ahead." A full-text copy of the Form 10-Q is available for free at: http://is.gd/FKBSag About Spanish Broadcasting Headquartered in Coconut Grove, Florida, Spanish Broadcasting System, Inc. -- http://www.spanishbroadcasting.com/-- owns and operates 21 radio stations targeting the Hispanic audience. The Company also owns and operates Mega TV, a television operation with over-the-air, cable and satellite distribution and affiliates throughout the U.S. and Puerto Rico. Its revenue for the twelve months ended Sept. 30, 2010, was approximately $140 million. Spanish Broadcasting reported a net loss of $88.56 million in 2013, as compared with a net loss of $1.28 million in 2012. * * * In November 2010, Moody's Investors Service upgraded the corporate family and probability of default ratings for Spanish Broadcasting System, Inc., to 'Caa1' from 'Caa3' based on improved free cash flow prospects due to better than anticipated cost cutting and the expiration of an unprofitable interest rate swap agreement. Moody's said Spanish Broadcasting's 'Caa1' corporate family rating incorporates its weak capital structure, operational pressure in the still cyclically weak economic climate, generally narrow growth prospects (though Spanish language is the strongest growth prospect) given the maturity and competitive pressures in the radio industry, and the June 2012 maturity of its term loan magnify this challenge. As reported by the TCR on May 22, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on U.S. Spanish- language broadcaster Spanish Broadcasting System Inc. (SBS) to 'CCC+' from 'B-'. "The downgrade reflects our view that the company's current capital structure is unsustainable, given its inability to redeem its preferred stock, which was put to the company in October of 2013," said Standard & Poor's credit analyst Chris Valentine. SPECIALTY HOSPITAL: Gets Court Approval to Terminate 401K Plan -------------------------------------------------------------- Specialty Hospital of America LLC received court approval to terminate its 401(k) plan. The termination of the 401(k) plan will help facilitate the sale of the assets of Specialty Hospital and its affiliated debtors. DCA Acquisitions LLC, the buyer of the assets, will be establishing its own 401(k) plan to cover their employees, which will take effect upon closing of the sale, according to court filings. The court order signed by U.S. Bankruptcy Judge S. Martin Teel, Jr. does not release Specialty Hospital from liability under the Employee Retirement Income Security Act of 1974 (ERISA). About Specialty Hospital Specialty Hospital of America LLC operates nursing home facilities and long-term acute care hospitals. On April 23, 2014, an involuntary petition for relief under Chapter 11 of the Bankruptcy Code (Bankr. D. Del. Case No. 14- 10935) was filed against Specialty Hospitals of Washington, LLC ("SHDC"). Capitol Hill Group and five other alleged creditors who signed the involuntary bankruptcy petition are represented by Stephen W. Spence, Esq., at Phillips, Goldman & Spence, in Wilmington, Delaware. Capitol Hill Group claims to be owed $1.66 million on a lease for non-residential real property while another creditor, Metropolitan Medical Group, LLC, claims $837,000 for physician services. The petitioners assert $2.69 million in total claims. On May 9, 2014, the Delaware court transferred the case to Washington, D.C. (Bankr. D.C. Case No. 14-00279). The Debtor disclosed $3,120,119 in assets and $96,721,374 in liabilities as of the Chapter 11 filing. On May 21, 2014, SHDC filed an answer and consent for relief under Chapter 11. Also on May 21, six affiliates of SHDC, including Specialty Hospital of America, LLC filed for Chapter 11 protection. The U.S. Bankruptcy Court entered an order directing the joint administration the cases under Specialty Hospital of Washington, LLC, Case No. 14-00279. The Debtors announced plans to sell all of their assets in exchange for a $15 million debtor-in-possession loan from Silver Point Capital, which will allow the Debtors to continue operating through the bankruptcy process. The Debtors are represented by Pillsbury Winthrop Shaw Pittman LLP as counsel. Alvarez and Marsal Healthcare Industry Group, LLC, serves as the Debtorsv financial advisor. Cain Brothers & Company, LLC, is the Debtorsv investment banker. The U.S. Trustee has named three members to the Official Committee of Unsecured Creditors. STONE CAST: Wins $452K Judgment Against Prime Contractor -------------------------------------------------------- Bankruptcy Judge Robert D. Drain ruled that debtor Stone Cast Inc. will have judgment against Jeffrey M. Brown Associates, Inc., in the aggregate amount of $452,211, plus post-judgment interest at the federal rate now in effect. Stone Cast provided to JMB pre-fabricated stone base walls, column covers, piers, pedestrian bridge and horizontal panels and related drawings for a Fordham University parking garage. JMB, the prime contractor for the project, agreed to pay Stone Cast $2.2 million for its work. The adversary proceeding, commenced in the Supreme Court of the State of New York, County of New York, Index No. 602603/06, was removed to the Bankruptcy Court for the Northern District of New York pursuant to 28 U.S.C. Sec. 1452(a) and then, by Stipulation and Order on Consent, dated August 3, 2011, to this Court.1 The parties originally asserted claims against each other arising out of the construction of a parking garage for Fordham University. However, before removal, the state court (Stallman, J.) granted Stone Cast's motion for summary judgment on JMB's claims, and JMB has not pursued any remaining claims against Stone Cast that might have been left open by Justice Stallman's ruling. Left to be decided after pretrial rulings by the Bankruptcy Court is the contract claim against JMB of Stone Cast, the subcontractor responsible for providing the exterior stone "envelope" for the garage. The Bankruptcy Court held a one-day bench trial of that claim. The case is, Jeffrey M. Brown Associates, Inc., Plaintiff, v. Stone Cast, Inc., Defendant, Adv. Proc. No. 11-08337 (RDD)(Bankr. S.D.N.Y.). A copy of Judge Drain's Nov. 17 Memorandum of Decision is available at http://bit.ly/1EXXiN2from Leagle.com. Jeffrey M. Brown Associates, Inc. is represented by: Howard Blum, Esq. HOWARD BLUM, P.C. 286 Madison Ave New York, NY 10017 Tel: 212) 557-3000 - and - Clifford A. Katz, Esq. Mitchell L. Kaplan, Esq. PLATZER, SWERGOLD, KARLIN, LEVINE, GOLDBERG & JASLOW, LLP 475 Park Avenue South, 18th Floor New York, NY 10016 Tel: (212) 593-3000 E-mail: ckatz@platzerlaw.com mkaplan@platzerlaw.com Stone Cast, Inc. is represented in the adversary proceeding by: Mark W. Couch, Esq. COUCH DALE MARSHALL P.C. 29 British American Blvd. Latham, NY 12110 Tel: (518) 220-9577 Fax: (518) 220-9587 E-mail: mcouch@couchdalemarshall.com Stone Cast Inc., based in Queensbury, NY, filed for Chapter 11 bankruptcy (Bankr. N.D.N.Y. Case No. 11-10451) on February 21, 2011. Michael J. Toomey, Esq., at Toomey & Gallagher, LLC, serves as the Debtor's counsel. Stone Cast scheduled $0 in assets and debts of $1,148,927. A list of the Company's 14 largest unsecured creditors filed together with the petition is available for free at http://bankrupt.com/misc/nynb11-10451.pdf The petition was signed by Terry Karanikas, president. SUN BANCORP: Presented at Sandler O'Neill Conference ---------------------------------------------------- Sun Bancorp, Inc., filed a Form 8-K report with the U.S. Securities and Exchange Commission regarding the distribution of copies of a presentation regarding the Company to investors and analysts at the Sandler O'Neill + Partners, L.P., 2014 East Coast Financial Services Conference. The Company disclosed that it reduces branch count from 51 to 35 through sale or consolidation. The Company said it will focus on remediating all regulatory issues, execute restructuring plan, and start execution of a focused commercial lending strategy. A copy of the presentation is available for free at: http://is.gd/Cjgzh4 About Sun Bancorp Sun Bancorp, Inc. (NASDAQ: SNBC) is a bank holding company headquartered in Vineland, New Jersey, with its executive offices located in Mt. Laurel, New Jersey. Its primary subsidiary is Sun National Bank, a full service commercial bank serving customers through more than 60 locations in New Jersey. On April 15, 2010, Sun National Bank entered into a written agreement with the OCC which contained requirements to develop and implement a profitability and capital plan which provides for the maintenance of adequate capital to support the Bank's risk profile in the current economic environment. Sun Bancorp reported a net loss available to common shareholders of $9.94 million in 2013, a net loss available to common shareholders of $50.49 million in 2012, and a net loss available to common shareholders of $67.50 million in 2011. As of Sept. 30, 2014, the Company had $2.82 billion in total assets, $2.57 billion in total liabilities and $247.04 million in total shareholders' equity. SUNTECH POWER: Wins Ch.15 Recognition; Venue Transfer Bid Tossed ---------------------------------------------------------------- U.S. Bankruptcy Judge Stuart M. Bernstein issued Findings of Fact and Conclusions of Law granting the petition for Chapter 15 recognition of Suntech Power Holdings Co. Ltd.'s provisional liquidation in the Cayman Islands as a foreign main proceeding. David Walker and Ian Stokoe, the Joint Provisional Liquidators, or JPLs, filed the Chapter 15 petition. Judge Bernstein also overruled Solyndra Residual Trust's objection to the petition for recognition, and denied the Trust's request to transfer the venue of the chapter 15 case to the Northern District of California. A copy of Judge Bernstein's Nov. 17 Findings of Fact and Conclusions of Law is available at http://bit.ly/1AfOsfNfrom Leagle.com. The JPLs are represented by: Peter Friedman, Esq. O'MELVENY & MYERS LLP 1625 Eye Street, NW Washington, DC 20006 Tel: 202-383-5302 Fax: 202-383-5414 E-mail: pfriedman@omm.com - and - Daniel Shamah, Esq. Matthew Kremer, Esq. O'MELVENY & MYERS LLP Times Square Tower 7 Times Square New York, NY 10036 Tel: 212-326-2138 Fax: 212-326-2061 E-mail: dshamah@omm.com mkremer@omm.com - and - Suzanne Uhland, Esq. Jennifer Taylor, Esq. O'MELVENY & MYERS LLP Two Embarcadero Center, 28th Floor San Francisco, CA 94111 Tel: 415-984-8941 Fax: 415-984-8701 E-mail: suhland@omm.com jtaylor@omm.com Solyndra Residual Trust is represented by: John A. Morris, Esq. Jason H. Rosell, Esq. PACHULSKI STANG ZIEHL & JONES LLP 780 Third Avenue, 34th Floor New York, NY 10017-2024 E-mail: jmorris@pszjlaw.com jrosell@pszjlaw.com - and - Debra I. Grassgreen, Esq. PACHULSKI STANG ZIEHL & JONES LLP 150 California Street, 15th Floor San Francisco, CA 94111-4500 E-mail: dgrassgreen@pszjlaw.com - and - W. Gordon Dobie, Esq. WINSTON & STRAWN LLP 26, Valovaya Street, 9th Floor 115054 Moscow IL RU Tel: +1 (312) 558-5691 Fax: +1 (312) 558-5700 E-mail: wdobie@winston.com - and - Eric E. Sagerman, Esq. Justin E. Rawlins, Esq. WINSTON & STRAWN LLP 333 S. Grand Avenue, 38th Floor Los Angeles, CA 90071-1543 Tel: +1 (213) 615-1829 Fax: +1 (213) 615-1750 E-mail: esagerman@winston.com jrawlins@winston.com - and - William C. O'Neil, Esq. WINSTON & STRAWN LLP 35 W. Wacker Drive Chicago, IL 60601-9703 Tel: +1 (312) 558-5308 Fax: +1 (312) 558-5700 E-mail: woneil@winston.com About Suntech Suntech Power Holdings Co., Ltd. (OTC: STPFQ) produces solar products for residential, commercial, industrial, and utility applications. Suntech has delivered more than 25,000,000 photovoltaic panels to over a thousand customers in more than 80 countries. Suntech Power Holdings Co., Ltd., received from the trustee of its 3 percent Convertible Notes a notice of default and acceleration relating to Suntech's non-payment of the principal amount of US$541 million that was due to holders of the Notes on March 15, 2013. That event of default has also triggered cross-defaults under Suntech's other outstanding debt, including its loans from International Finance Corporation and Chinese domestic lenders. Suntech Power had involuntary Chapter 7 bankruptcy proceedings initiated against it on Oct. 14, 2013, in U.S. Bankruptcy Court in White Plains, New York (Bankr. S.D.N.Y. Case No. 13-bk-13350), by holders of more than $1.5 million of defaulted securities under a 2008 $575 million indenture. The Chapter 7 Petitioners are Trondheim Capital Partners, L.P., Michael Meixler, Longball Holdings, LLC, and Jiangsu Liquidators, LLC. They are represented by Jay Teitelbaum, Esq., at Teitelbaum & Baskin LLP, in White Plains, New York. Suntech Power on Jan. 31, 2014, disclosed that it has signed a Restructuring Support Agreement relating to the petition for involuntary bankruptcy filed against it under chapter 7 of the U.S. Bankruptcy Code. Under the RSA, the parties agreed that chapter 7 proceedings will be dismissed following recognition of the provisional liquidation proceeding previously filed by the Company in the Cayman Islands under chapter 15 of the U.S. Bankruptcy Code. On Feb. 21, 2014, David Walker and Ian Stokoe, the joint provisional liquidators of Suntech Power Holdings Co., Ltd., appointed by the Grand Court of the Cayman Islands, commenced a Chapter 15 proceeding (Bankr. S.D.N.Y. Case No. 14-10383). The Chapter 15 Petitioners are represented by Jennifer Taylor, Esq., and Diana Perez, Esq., at O'Melveny & Myers LLP. According to the Chapter 15 petition, Suntech has more than $1 billion in both assets and debts. SURVEY SAMPLING: S&P Assigns Prelim. 'B' CCR; Outlook Stable ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its preliminary 'B' corporate credit rating to Connecticut-based data collection company Survey Sampling International LLC (SSI). The outlook is stable. At the same time, S&P assigned its preliminary 'B' issue-level rating and preliminary '3' recovery rating to the company's proposed $233 million senior secured first-lien credit facility, comprising a $25 million revolving credit facility due 2019 and a $208 million senior secured term loan due 2020. The preliminary '3' recovery rating indicates S&P's expectation for meaningful recovery (50%-70%; lower end of the range) for lenders in the event of a payment default. S&P also assigned its preliminary 'CCC+' issue-level rating and preliminary '6' recovery rating to the company's proposed $104 million second-lien credit facility due 2021. The preliminary '6' recovery rating indicates S&P's expectation for negligible recovery (0%-10%) for lenders in the event of a payment default. "The 'B' corporate credit rating on SSI reflects our expectation for minimal debt repayment over the next two years, primarily due to the company's aggressive financial policy and low discretionary cash flow generation," said Standard & Poor's credit analyst Elton Cerda. S&P's assessment of SSI's financial risk profile as "highly leveraged" is based on the company's pro forma lease- adjusted leverage of 7.1x and its private equity ownership. S&P views SSI's business risk profile as "weak" due to its niche market focus and participation in a fragmented industry with limited pricing power. The company's strong market position, industry leading margin, and deep panelist reach, only partially offset these risks. "The stable outlook reflects our expectation that the company will continue to grow revenue and EBITDA and that leverage will remain high, around mid-6x are," said Mr. Cerda. "We view an upgrade as unlikely over the next 12-18 months." S&P could lower the rating if SSI's core revenue and EBITDA stop growing as a result of a deteriorating competitive position, which, combined with a potential economic weakness, lead S&P to believe that the covenant headroom will contract to about 15%. This could also occur as a result of poorly timed acquisitions. Although S&P views an upgrade as unlikely over the next 12-18 months, it could raise the rating if it concludes that the company will be able to broaden its business base, lower leverage below 5x, and demonstrate a commitment to a less aggressive financial policy. Based on its private equity ownership, S&P believes it is more than likely that the company will pursue further acquisitions. TENASKA ALABAMA: Moody's Affirms Ba2 Senior Secured Rating ---------------------------------------------------------- Moody's Investors Service has affirmed the Ba2 senior secured rating of Tenaska Alabama Partners, L.P. The rating outlook is stable. Ratings Rationale The rating affirmation reflects the track record of Tenaska Alabama and the operational oversight of Tenaska Operations, Inc. (Tenaska Operations), despite recent operational issues, which are expected to be resolved with the project being restored to its steady state operational performance. The plant had some operational issues this year, which will impact coverage ratios this year, but the project is expected to recover. The Ba2 rating reflects, in part, these operational issues. The principal methodology used in this rating was Power Generation Projects published in December 2012. Tenaska Alabama Partners, LP is an 845 MW gas and oil-fired combined cycle power facility in Billingsley, Alabama. The facility consists of three General Electric 7FA gas turbines and one General Electric steam turbine that are covered by a long-term service agreement (LTSA) with General Electric International, Inc. (GEI). The Project receives substantially all of its revenues through the sale of electricity through an off-take agreement expiring in 2022 with BE Alabama, LLC (Bear Energy), an affiliate of Bear Energy, LP; a unit of Bear Stearns Companies LLC. (A3 senior unsecured; stable). On June 1, 2008, as a result of the acquisition of Bear Stearns, JP Morgan Chase & Co (A3 senior unsecured; stable) became the ultimate guarantor of Bear Energy's obligations under the off-take contract. TENASKA OKLAHOMA: Moody's Affirms Ba2 Senior Secured Rating ----------------------------------------------------------- Moody's Investors Service affirmed the Ba2 the senior secured rating of Tenaska Oklahoma I, L.P. (TOI). The rating outlook is stable. Ratings Rationale TOI is the holding company parent of Kiowa Power Partners, LLC (KPP; Baa3 senior secured, stable). The rating affirmation reflects the predictability and stability of the cash flows generated under a long-term Energy Manufacturing Agreement (EMA) with Shell Energy North America, LP (SENA), an A2 rated offtaker, where all of the fuel cost risk is borne by that offtaker. The rating affirmation also reflects the track record of KPP and the strong operational oversight of Tenaska Operations, Inc. (Tenaska Operations). The debt of TOI is expected to be fully repaid in December 2014. Once this happens, it is Moody's expectation that the Ba2 rating on TOI will be withdrawn. The principal methodology used in this rating was Power Generation Projects published in December 2012. Tenaska Oklahoma I, L.P. (TOI) is the holding company parent of Kiowa Power Partners, LLC (KPP), a 1,220 MW, natural gas fired, combined-cycle electric generation facility located in Pittsburg County, Oklahoma. The facility has been in operation since April 2003. KPP receives revenue from Shell Energy North America, LP (SENA: senior unsecured rated A2, stable outlook) through an Electricity Manufacturing Agreement (EMA) whereby SENA is obligated to purchase all of the power generated by the plant until April 2021. The obligations of SENA under the EMA are irrevocably and unconditionally guaranteed by Shell Oil Company (Shell: Aa2 senior unsecured, stable). The units at the plant are four General Electric 7FA gas turbines, four heat recovery steam generators and two General Electric steam turbines. The General Electric units are covered by a long-term service agreement (LTSA) with General Electric International, Inc. (GEI). TLC HEALTH: Wants Plan Filing Exclusivity Moved to April 13 ----------------------------------------------------------- TLC Health Network asked the bankruptcy court to extend the period of time during which it alone holds the right to file a Chapter 11 plan. In a motion, the health care provider asked the U.S. Bankruptcy Court for the Western District of New York to extend its exclusive right to propose a bankruptcy plan to April 13, 2015, and to solicit votes from creditors to June 3, 2015. The extension would prevent others from filing rival plans in court and maintain TLC Health's control over its bankruptcy case. The health care provider said the extension would allow it to develop a restructuring plan while negotiating with potential buyers that have submitted non-binding letters of intent to acquire its assets. About TLC Health Network TLC Health Network filed a Chapter 11 petition (Bankr. W.D.N.Y. Case No. 13-13294) on Dec. 16, 2013. The petition was signed by Timothy Cooper as Chairman of the Board. The Debtor estimated assets of at least $10 million and debt of at least $1 million. Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., serves as the Debtor's counsel. Damon & Morey LLP is the Debtor's special health care law and corporate counsel. The Bonadio Group is the Debtor's accountants. Howard P. Schultz & Associates, LLC is the Debtor's appraiser. The case is assigned to the Hon. Carl L. Bucki. A three-member panel composed of Cannon Design, Chautauqua Opportunities, Inc., and Jamestown Rehab Services has been appointed as the official unsecured creditors committee. Bond, Schoeneck & King, PLLC is the counsel to the Committee. The Committee has tapped NextPoint LLC as financial advisor. Gleichenhaus, Marchese & Weishaar, PC is the general counsel for Linda Scharf, the Patient Care Ombudsman of TLC Health. TLO LLC: TRADS Sued Interactive, et al., Over Acquired IP Assets ---------------------------------------------------------------- TransUnion Risk and Alternative Data Solutions, Inc. filed an adversary proceeding against Interactive Data, LLC, Marlin Capital Partners I, LLC, and Michael Brauser in the U.S. Bankruptcy Court for the Southern District of Florida. The complaint is for a declaratory judgment that TRADS allegedly owns the core assets it acquired from TLFO LLC, free and clear of an extraordinarily belated claim of the Defendants, who claim to have acquired certain of those assets long after their sale to TRADS from a former employee and equity owner of the Debtor. According to the complaint, TRADS acquired in December 2013 substantially all of the assets of the Debtor, as more fully set forth in the sale order entered by the Court. TRADS paid the Debtor $154 million for the Acquired Assets, a substantial sum that permitted the Debtor to pay all creditor claims in full and provide a meaningful return to equity, Brian K. Gart, Esq., at Berger Singerman LLP, in Fort Lauderdale, Florida -- bgart@bergersingerman.com -- contends. He notes that the Sale Order provided that the sale of the Acquired Assets to TRADS was, inter alia, "free and clear of all liens, claims, encumbrances, and other interests." The core of the Debtor's business was its intellectual property, including the BParser code converter software and the BOLT software language. The IP was included in the Acquired Assets sold to TRADS. Without the IP, TRADS would not have paid $154 million for the Acquired Assets. In connection with the Sale, the Debtor represented that it was the sole owner of the IP. The IP was created by a large team of over 40 employees of the Debtor, including Ole Poulsen, the Debtor's then-Chief Science Officer. Mr. Gart says the IP was work made for hire, in which Mr. Poulsen never had any ownership interest; indeed, to the best of TRADS's knowledge, he asserts no ownership interest. Mr. Gart contends that the Debtor notified Messrs. Poulsen and Brauser and Interactive about the Sale, and they never objected to the Sale, appealed the Sale Order, or sought to modify the Sale Order. After the sale closed on December 16, 2013, Messrs. Poulsen and Brauser had extensive and ongoing involvement in the Debtor's bankruptcy case, primarily concerning the division of the Sale proceeds paid by TRADS, further demonstrating their knowledge of the Sale and its implications, Mr. Gart says. Yet, Mr. Gart notes, neither Mr. Poulsen, nor the Defendants, has ever moved for reconsideration of, moved for relief from, or taken any other actions to modify or abrogate the Court's Sale Order. Mr. Gart tells the Court that it was only on October 15, 2014 -- more than 10 months after the Closing of the Sale -- that the Defendants, acting through Mr. Brauser, informed TRADS that they had purported to purchase any interests Mr. Poulsen might have had in the IP, and asserted two related claims against TRADS: (1) the Defendants asserted that Mr. Poulsen had an ownership interest in the IP; and (2) the Defendants asserted that Mr. Poulsen did not receive adequate notice of the sale of the IP, rendering the Sale Order ineffective with regard to Mr. Poulsen. Thus, Mr. Gart argues, despite Mr. Poulsen's and Interactive's actual knowledge that, pursuant to the Sale Order, the IP had long ago been sold to TRADS free and clear of any legal interest that Mr. Poulsen conceivably held in it, the Defendants have asserted that they have magically acquired an actual and enforceable legal interest in the IP. To enforce the Sale Order, TRADS asks the Court for a declaration that (1) the IP was the exclusive property of the Debtor before the Sale, and (2) in any event, upon the issuance of the Sale Order and subsequent Sale, any claims by Mr. Poulsen to rights in the IP were extinguished, and the IP passed free and clear to TRADS. In addition, TRADS asserts it is entitled to injunctive relief barring the Defendants from ever attempting to collect license fees or other payments from TRADS on account of the IP. The Plaintiff is represented by: Brian K. Gart, Esq. BERGER SINGERMAN LLP 350 East Las Olas Blvd., Suite 1000 Fort Lauderdale, FL 33301 Telephone: (954) 712-5130 Facsimile: (954) 523-2872 E-mail: bgart@bergersingerman.com - and - Philip D. Anker, Esq. Douglas F. Curtis, Esq. Marc M. Allon, Esq. WILMER CUTLER PICKERING HALE AND DORR LLP 7 World Trade Center 250 Greenwich Street New York, NY 10007 Telephone: (212) 230-8800 Facsimile: (212) 230-8888 E-mail: philip.anker@wilmerhale.com douglas.curtis@wilmerhale.com marc.allon@wilmerhale.com The case is TransUnion Risk and Alternative Data Solutions, Inc. v. Interactive Data, LLC, Marlin Capital Partners I, LLC and Michael Brauser, Case No. 13-20853-PGH, in the United States Bankruptcy Court for the Southern District of Florida, West Palm Beach Division. About TLO LLC nka TLFO LLC TLO LLC, a provider of risk-mitigation services, filed a petition for Chapter 11 reorganization (Bankr. S.D. Fla. Case No. 13-20853) on May 9, 2013, in West Palm Beach, Florida, near the company's headquarters in Boca Raton. The petition was signed by E. Desiree Asher as CEO. Judge Paul G. Hyman, Jr., presides over the case. Robert C. Furr, Esq., and Alvin S. Goldstein, Esq., at Furr & Cohen, serve as the Debtor's counsel. Bayshore Partners, LLC is the Debtor's investment banker. Thomas Santoro and GlassRatner Advisory & Capital Group, LLC are the Debtor's financial advisors. Paul J. Battista, Esq., and Mariaelena Gayo-Guitian, Esq., at Genovese, Joblove & Battista, P.A., represent the Official Committee of Unsecured Creditors as counsel. The Debtor disclosed assets of $46.6 million and liabilities of $109.9 million, including $93.4 million in secured claims. The principal lender is Technology Investors Inc., owed $89 million. TII is owned by the estate of Hank Asher, the company's primary owner who died this year. There is $4.6 million secured by computer equipment. TRANS ENERGY: Delays Q3 Form 10-Q, In Waiver Talks With Lenders --------------------------------------------------------------- Trans Energy, 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 Sept. 30, 2014. On May 21, 2014, the Company's wholly-owned subsidiary, American Shale Development Inc., entered into a purchase and sale agreement with its joint venture partner, Republic Energy Ventures. Under the Republic PSA, for $15 million, American Shale sold (i) an undivided interest across certain of its undeveloped leasehold amounting to approximately 2,239 net acres, (ii) an over-riding royalty interest of 1.5% in certain of its leasehold in Wetzel County, West Virginia, and (iii) an over-riding royalty interest of 1.0% in six (6) wells that are currently being drilled in Marshall County, West Virginia. The consideration was paid in the form of a credit against expenses incurred by Republic on behalf of American Shale. American Shale reserved the right to receive 25% of the net profits earned by Republic on the assets sold by American Shale under the Republic PSA. American Shale has the option to repurchase the undivided interest across all of its undeveloped leasehold, plus the over-riding royalty interest in its Wetzel County leasehold, for $15 million if (i) such payment is made within six (6) months of the Funding Date, or (ii) a purchase and sale agreement that would allow for such repayment by American Shale is signed within such period and the transaction contemplated therein is closed prior to Dec. 31, 2014. The Company has recognized a deferred gain on sale of assets in the current liabilities section of the Condensed Consolidated Balance Sheet in the amount of $6,959,816 because the Company has the option of repurchasing the undivided interest across all of its undeveloped leasehold, plus the overriding royalty interest in its Wetzel County leasehold by Dec. 31, 2014. Although the deferred gain of $6,959,816 represents a credit on the Company's balance sheet that will never be repaid in cash, the Company believes that such amount results in its current ratio not exceeding 1-to-1 as of Sept. 30, 2014, as required by the covenants of the Company's out credit agreement with Morgan Stanley Capital Group Inc., as the administrative agent, and several lenders thereunder. The Credit Agreement provides that the failure to observe any financial covenant will constitute an event of default, and Morgan Stanley, at the request of the majority Lenders, may terminate the commitments under the Credit Agreement and cause all of the Company's obligations under the Credit Agreement to immediately become due and payable, upon notice to the Company. The event of default is deemed continuing until waived in writing by the Lenders. The Company has entered into discussions with the Lenders in hopes of obtaining a favorable resolution to the situation. No assurances can be given at this time that the matter will be resolved in a satisfactory manner. In the event the Company is unable to obtain a waiver of default from the Lenders, there would be substantial doubt about its ability to continue as a going concern as all outstanding obligations under the Credit Agreement would come due (approximately $113,093,750.00 as of Nov. 14, 2014) and would be required to be reflected on the balance sheet as current maturities on long-term debt. About Trans Energy St. Mary's, West Virginia-based Trans Energy, Inc. (OTC BB: TENG) -- http://www.transenergyinc.com/-- is an independent energy company engaged in the acquisition, exploration, development, exploitation and production of oil and natural gas. Its operations are presently focused in the State of West Virginia. Trans Energy reported a net loss of $17.7 million in 2013 following a net loss of $21.2 million in 2012. The Company's balance sheet at June 30, 2014, showed $93.78 million in total assets, $113.79 million in total liabilities, and a $20 million total stockholders' deficit. TRANS-LUX CORP: Reports $407,000 Net Loss for Third Quarter ----------------------------------------------------------- Trans-Lux Corporation filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $407,000 on $6.12 million of total revenues for the three months ended Sept. 30, 2014, compared with net income of $168,000 on $6.20 million of total revenues for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss of $3.07 million on $18.5 million of total revenues compared with a net loss of $859,000 on $15.08 million of total revenues for the same period during the prior year. As of Sept. 30, 2014, the Company had $17.1 million in total assets, $15.37 million in total liabilities and $1.73 million in total stockholders' equity. "... [B]ecause of the uncertainty surrounding our ability to obtain additional liquidity and the potential of the noteholders and/or trustees to give notice to the Company of a default on either the Debentures or the Notes, our independent registered public accounting firm issued an opinion on our December 31, 2013 Consolidated Financial Statements that states that the Consolidated Financial Statements were prepared assuming we will continue as a going concern, however the opinion further states that the uncertainty regarding the ability to make the required principal and interest payments on the Notes and the Debentures, in addition to the significant amount due to the Company's pension plan over the next 12 months, raises substantial doubt about our ability to continue as a going concern," the Company said in the filing. A full-text copy of the Form 10-Q is available for free at: http://is.gd/C3wv3T About Trans-Lux Corporation Norwalk, Conn.-based Trans-Lux Corporation (NYSE Amex: TLX) is a designer and manufacturer of digital signage display solutions for the financial, sports and entertainment, gaming and leasing markets. Trans-Lux reported a net loss of $1.86 million on $20.9 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $1.36 million on $23.0 million of total revenues in 2012. BDO USA, LLP, in Melville, NY, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has suffered recurring losses from operations and has a significant working capital deficiency that raise substantial doubt about its ability to continue as a going concern. Further, the Company is in default of the indenture agreements governing its outstanding 9 1/2 Subordinated debentures which was due in 2012 and its 8 1/4 percent Limited convertible senior subordinated notes which was due in 2012 so that the trustees or holders of 25 percent of the outstanding Debentures and Notes have the right to demand payment immediately. Additionally, the Company has a significant amount due to their pension plan over the next 12 months. TRANSGENOMIC INC: Files Form 10-Q, Incurs $384K Net Loss in Q3 -------------------------------------------------------------- Transgenomic, Inc., filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss available to common stockholders of $384,000 on $6.37 million of net sales for the three months ended Sept. 30, 2014, compared to a net loss available to common stockholders of $5.73 million on $6.64 million of net sales for the same period in 2013. For the nine months ended Sept. 30, 2014, the Company reported a net loss available to common stockholders of $8.98 million on $19.4 million of net sales compared to a net loss available to common stockholders of $12.5 million on $21.3 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $30.8 million in total assets, $20.6 million in total liabilities and $10.2 million in total stockholders' equity. A copy of the Form 10-Q is available for free at: http://is.gd/LKrwN1 About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. The Company reported a net loss available to common stockholders of $16.71 million in 2013, a net loss available to common stockholders of $8.98 million in 2012 and a net loss available to common stockholders of $10.79 million in 2011. TRANSGENOMIC INC: Registers 1.1 Million Shares for Resale --------------------------------------------------------- Transgenomic, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the resale by Dolphin Offshore Partners, L.P., Lincoln Park Capital Fund, LLC, Bradley W. Baker, et al., of up to 1,105,394 shares of its common stock, par value $0.01 per share, or the Common Stock. The 1,105,394 shares of Common Stock consist of: (i) up to 730,776 shares of Common Stock, or the Common Shares; and (ii) up to 374,618 shares of Common Stock issuable upon exercise of outstanding warrants, or the Warrants. The Warrants are exercisable for the period from April 22, 2015, through April 22, 2020, and have an exercise price of $4.00 per share of Common Stock. The Company issued the Common Shares and the Warrants in connection with a private placement offering in October 2014. The Company's Common Stock is currently listed on the NASDAQ Capital Market under the symbol "TBIO". On Nov. 13, 2014, the last reported sales price for the Company's Common Stock was $2.6867 per share. A full-text copy of the Form S-3 is available for free at: http://is.gd/36Xf0Z About Transgenomic Transgenomic, Inc. -- http://www.transgenomic.com/-- is a global biotechnology company advancing personalized medicine in cardiology, oncology, and inherited diseases through its proprietary molecular technologies and world-class clinical and research services. The Company is a global leader in cardiac genetic testing with a family of innovative products, including its C-GAAP test, designed to detect gene mutations which indicate cardiac disorders, or which can lead to serious adverse events. Transgenomic has three complementary business divisions: Transgenomic Clinical Laboratories, which specializes in molecular diagnostics for cardiology, oncology, neurology, and mitochondrial disorders; Transgenomic Pharmacogenomic Services, a contract research laboratory that specializes in supporting all phases of pre-clinical and clinical trials for oncology drugs in development; and Transgenomic Diagnostic Tools, which produces equipment, reagents, and other consumables that empower clinical and research applications in molecular testing and cytogenetics. Transgenomic believes there is significant opportunity for continued growth across all three businesses by leveraging their synergistic capabilities, technologies, and expertise. The Company actively develops and acquires new technology and other intellectual property that strengthens its leadership in personalized medicine. The Company reported a net loss available to common stockholders of $16.71 million in 2013, a net loss available to common stockholders of $8.98 million in 2012 and a net loss available to common stockholders of $10.79 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $30.84 million in total assets, $20.61 million in total liabilities and $10.23 million in stockholders' equity. TUCKER BROTHERS: Court Pegs Property Value & Rejects Plan --------------------------------------------------------- Bankruptcy Judge Dale L. Somers held an evidentiary hearing Oct. 2, 2014, on the valuation of Tucker Brothers LLC's real property and confirmation of Debtor/Farmer's Fourth Amended Plan of Reorganization. Creditor Farmers State Bank, Blue Mound, Kansas objected. In a Nov. 13 Memorandum Opinion and Judgment available at http://bit.ly/1qi4q5Xfrom Leagle.com, the Court finds for purposes of the Plan that the Debtor's real property should be valued at $1,740,405 and denies confirmation of Debtor's Plan. Tucker Brothers, L.L.C. filed a voluntary petition for relief under Chapter 12 (Bankr. D. Kan. Case No. 13-22462) on Sept. 19, 2013. Thomas J. Tucker, aged 64, is the managing member of the Debtor. The other member is Thomas's brother, who is 14 months older. The Debtor engages in agricultural pursuits primarily by raising and marketing livestock and offspring on land it owns in Bourbon County, Kansas. The Debtor's Schedule A lists 1060 acres of farmland in Bourbon County, Kansas valued at $1,250,000. Schedule B lists cash, vehicles, animals, inventory, farming equipment, and supplies valued at $41,230. Farmers State Bank is the only secured creditor listed of Schedule D. Bank's claim is listed at $1,570,000, with $320,000 of the claim unsecured. Schedule E, creditors holding unsecured priority claims, lists Bourbon County's tax claim of $10,667.22. One unsecured creditor, holding a claim of $152,069.99, is listed on Schedule F. No executory contracts or unexpired leases are scheduled. The equity holders of Debtor are listed as co-debtors. On January 3, 2014, Bank filed a secured proof of claim for $1,598,855.90, comprised of principal, interest, and attorney fees and expenses. The Court said the amount of Bank's secured claim and the priority of the liens securing that claim are central to the confirmation of any proposed Plan. Bank is the only secured creditor, and whether that claim can be crammed down is the primary hurdle to confirmation. In addition, the Debtor has stipulated the Bank's proof of claim accurately states the status of the claim as of the date of filing. If the Debtor wishes to attempt to subordinate Bank's claim in any respect, it must do so before, not after, confirmation. The Court directed the Debtor will have 35 days from the date of entry of the order to file an amended plan.. TURNER GRAIN: Has Interim Approval to Use Cash Collateral --------------------------------------------------------- Kevin P. Keech sought and obtained permission, on an interim basis, from the U.S. Bankruptcy Court for the Eastern District of Arkansas to use cash collateral. Mr. Keech is the court-appointed receiver in the bankruptcy case of Turner Grain Merchandising, Inc. The Receiver is currently holding $723,482 in trust for the Debtor. Rabo AgriFinance, Inc., a secured creditor of the Debtor, asserts a perfected security interest in the Funds on Hand. The Debtor does not contest the assertion. Rabo has agreed to permit the Debtor to use the Funds on Hand to provide funding for the Receiver's professional fees and expenses up to a cap of $120,000 with those fees subject to review and approval by the Court. The Court authorized the Debtor to access and use the Funds on Hand immediately for the purpose of compensating the Receiver for his professional fees and expenses he may incur as the Receiver and Attorney of the Debtor's bankruptcy estate, in accordance with the Court's orders, up to the Cash Collateral Cap. The Debtor is also authorized to execute and deliver to Rabo and the Court any necessary documents to use the Funds on Hand. Rabo will retain any perfected security interest it held in and to the Funds on Hand prepetition. The Debtor, through the Receiver, is authorized to place the Funds on Hand, in an amount equal to the Cash Collateral Cap, in the Receiver's law firm trust account until the time as they are needed to compensate further work of the Receiver, as approved by the Court. The balance of the Funds on Hand will be deposited into a debtor-in-possession account of the Debtor. All amounts owed by the Debtor pursuant to the provisions of the Interim Order up to the Cash Collateral Cap at all times will be collateralized by a perfected lien upon all of the Debtor's right, title, and interest in, to, and under the Funds on Hand. The Debtor's ability to use cash collateral will terminate upon (a) the conversion of the Chapter 11 case to one under Chapter 7; (b) the confirmation of a plan of reorganization by an order that becomes final and non-appealable unless use of the Funds on Hand is contemplated; (c) use of all funds pledged herein up to the Cash Collateral Cap; or (d) subsequent order of the Court. All parties having an objection to the findings in the Interim Order must file their objection within 21 days from the date of the Order. If any objections are filed, a hearing will be set by subsequent notice from the Court for hearing on December 9, 2014. If no objections are filed, the Interim Order will become final. About Turner Grain Turner Grain Merchandising, Inc., sought bankruptcy protection (Bankr. E.D. Ark. Case No. 14-bk-15687) in Helena, Arkansas, on Oct. 23, 2014. According to the docket, the Sec. 341(a) meeting of creditors is slated for Dec. 15, 2014. The deadline for objecting to discharge is Feb. 13, 2015. Kevin P. Keech, the court-appointed receiver of the Debtor, sought and obtained permission to employ Keech Law Firm, P.A. as attorneys for the Debtor. UNIVERSAL BIOENERGY: Delays Form 10-Q for Third Quarter ------------------------------------------------------- Universal Bioenergy, Inc., disclosed with the U.S. Securities and Exchange Commission that it has been unable to complete its Form 10-Q for the quarter ended Sept. 30, 2014, within the prescribed time because of delays in completing the preparation of its financial statements and its management discussion and analysis. Those delays, the Company said, are primarily due to Company's management's dedication of such management's time to business matters. This has taken a significant amount of management's time away from the preparation of the Form 10-Q and delayed the preparation of the unaudited financial statements for the quarter ended Sept. 30, 2014. About Universal Bioenergy Headquartered in Irvine, California, Universal Bioenergy Inc. develops markets alternative and natural energy products including, natural gas, solar, biofuels, wind, wave, tidal, and green technology products. Universal Bioenergy incurred a net loss of $623,518 on $60.21 million of revenues for the year ended June 30, 2013, as compared with a net loss of $4.12 million on $57.32 million of revenues for the year ended June 30, 2012. Bongiovanni & Associates, CPA's, in Cornelius, North Carolina, issued a "going concern" qualification on the consolidated financial statements for the year ended June 30, 2013. The independent auditors noted that the the Company has suffered recurring operating losses, has an accumulated deficit, has negative working capital, and has yet to generate an internal cash flow that raises substantial doubt about its ability to continue as a going concern. UNIVERSITY GENERAL: Michael Griffin Resigns as Director ------------------------------------------------------- Michael L. Griffin resigned from the Board of Directors of University General Health System, Inc., on Nov. 14, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Griffin also resigned as chief development officer of University General Hospital, Inc., to pursue other interests. Mr. Griffin joined the Company as chief financial officer and director in April 2011 and served as chief development officer since July 2014. About University General University General Health System, Inc., located in Houston, Texas, is a diversified, integrated multi-specialty health care provider that delivers concierge physician- and patient-oriented services. UGHS currently operates one hospital and two ambulatory surgical centers in the Houston area. It also owns a revenue management company, a hospitality service provider and facility management company, three senior living facilities and manages six senior living facilities. University General reported a net loss attributable to common shareholders of $35.70 million on $163.98 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss attributable to common shareholders of $3.97 million on $113.22 million of total revenues for the year ended Dec. 31, 2012. As of Dec. 31, 2013, the Company had $183.26 million in total assets, $186.91 million in total liabilities, $2.97 million in series C convertible preferred stock, and a $6.61 million total deficit. Moss, Krusick & Associates, LLC, in Winter Park, 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 negative working capital and relative low levels of cash and cash equivalents. These conditions raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. USMART MOBILE: Two Independent Directors Resigned ------------------------------------------------- Mr. Wing Sun Leung, on Nov. 7, 2014, resigned as an independent director of USmart Mobile Device Inc. due to personal reason, according to a regulatory filing with the U.S. Securities and Exchange Commission. On Nov. 8, 2014, Mr. Ho Man Yeung resigned as the independent director of the Company also due to his personal reason. Messrs. Leung and Yeung confirmed that their resignations were not due to any disagreement with the Company. The board of directors the Company has already begun the process of identifying qualified independent director candidates to fill Messrs. Leung's and Yeung's seats on which they served. About USmart Mobile Del.-based USmart Mobile, previously known as ACL Semiconductors Inc., is engaged in the production, manufacturing and distribution of smartphones, electronic products and components in Hong Kong Special Administrative Region and the People's Republic of China through its operating subsidiaries. USmart Mobile reported a net loss of $13.8 million on $72.2 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $4.86 million on $161 million of net sales for the year ended Dec. 31, 2012. Albert Wong & Co. LLP, in New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's financial statements are prepared using the generally accepted accounting principles applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business. These factors raise substantial doubt about the Company's ability to continue as a going concern, the auditors said. VARIANT HOLDING: Seeks More Time to Assume or Reject Leases ----------------------------------------------------------- Variant Holding Company LLC is asking the U.S. Bankruptcy Court for the District of Delaware to give it until March 26, 2015, to decide whether to assume or reject unexpired leases under which it is the lessee. A court hearing to consider the request is scheduled for Dec. 11. Objections are due by Nov. 28. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VARIANT HOLDING: Beach Point Funds Drop Bid to Appoint Trustee -------------------------------------------------------------- A group of funds led by Beach Point Total Return Master Fund, LP, withdrew its motion to appoint a bankruptcy trustee to replace Variant Holding Company LLC's management. The move is part of the funds' Oct. 17 settlement agreement with Variant Holding, which required the funds to withdraw their request to appoint an outside trustee for the company. The group also dropped their objection to Variant Holding's application to hire Development Specialists, Inc. to help the company in its restructuring efforts. About Variant Holding Variant Holding Company, LLC, commenced bankruptcy proceedings under Chapter 11 of the U.S. Bankruptcy Code in Delaware (Case No. 14-12021) on Aug. 28, 2014, without stating a reason. Tucson, Arizona-based Variant Holding estimated $100 million to $500 million in assets and less than $100 million in debt. The Debtor has tapped Peter J. Keane, Esq., at Pachulski Stang Ziehl & Jones LLP, as counsel. Members holding the majority of the interests in the company, namely Conix WH Holdings, LLC, Conix Inc., Numeric Holding Company, LLC, Walkers Dream Trust, and Variant Royalty Group, LP, signed the resolution authorizing the bankruptcy filing. VIGGLE INC: Reports $17.6 Million Net Loss for Sept. 30 Quarter --------------------------------------------------------------- Viggle Inc. filed with the U.S. Securities and Exchange Commission its quarterly report on Form 10-Q disclosing a net loss of $17.6 million on $6.47 million of revenues for the three months ended Sept. 30, 2014, compared to a net loss of $24.28 million on $4.33 million of revenues for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $72.9 million in total assets, $43.4 million in total liabilities and $29.5 million in total stockholders' equity. Greg Consiglio, president and COO of Viggle said, "Fiscal 2015 is off to a strong start and we remain confident in our ability to execute and continue this growth trend. Our first quarter results were in line with our expectations, as we saw solid traction generated from the acquisitions we made last year. In addition to having thousands of new users every day, it is our objective to find innovative ways to attract new users, and engage our active customers. The recent financing is an important event for Viggle as it will enable us to boost our marketing efforts. We are pleased with our team's strong commitment and progress on our strategic goals." A full-text copy of the Form 10-Q is available for free at: http://is.gd/3QFbJA About Viggle New York City-based Viggle Inc. is a loyalty marketing company. The Company has developed a loyalty program for television that gives people real rewards for checking into the television shows they are watching on most mobile operating system. Viggle users can redeem their points in the app's rewards catalog for items such as movie tickets, music, or gift cards. Viggle reported a net loss of $68.43 million on $17.98 million of revenues for the year ended June 30, 2014, compared to a net loss of $91.40 million on $13.90 million of revenues for the year ended June 30, 2013. BDO USA, 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 suffered recurring losses from operations and at June 30, 2014, has a deficiency in working capital that raises substantial doubt about its ability to continue as a going concern. WALTER ENERGY: Plans to Offer $2.5 Billion Worth of Securities -------------------------------------------------------------- Walter Energy, Inc., filed with the U.S. Securities and Exchange Commission a Form S-3 registration statement relating to the offering of $2.5 billion worth of securities. The Company said it will provide the specific terms of the securities in one or more supplements to the prospectus. The Company's common stock is listed on the New York Stock Exchange under the trading symbol "WLT". The Company intends to use the net proceeds from the sale of the securities for general corporate purposes. A full-text copy of the prospectus is available for free at: http://is.gd/8Gt1vQ About Walter Energy Walter Energy is a leading, publicly traded "pure-play" metallurgical coal producer for the global steel industry with strategic access to high-growth steel markets in Asia, South America and Europe. The Company also produces thermal coal, anthracite, metallurgical coke and coal bed methane gas. Walter Energy employs approximately 2,900 employees with operations in the United States, Canada and United Kingdom. The Company's balance sheet at Sept. 30, 2014, showed $5.64 billion in total assets, $5.18 billion in total liabilities and $454.91 million in total stockholders' equity. * * * As reported by the TCR on Aug. 19, 2014, Standard & Poor's Ratings Services said it raised its corporate credit rating on Birmingham, Ala.-based Walter Energy Inc. to 'CCC+' from 'SD'. S&P believes the company's capital structure is likely unsustainable in the long-term absent an improvement in met coal prices. The TCR reported on July 10, 2014, that Moody's downgraded the Corporate Family Rating of Walter Energy, Inc., to Caa2 from Caa1. The downgrade in the corporate family rating reflects the anticipated deterioration in performance, increased cash burn and increase in leverage, given the recent met coal benchmark settlement of $120 per tonne for high quality coking coal and our expectation that meaningful recovery in metallurgical coal markets is twelve to eighteen months away. WESTMORELAND COAL: Has Tender Offer for $675.4-Mil. Senior Notes ---------------------------------------------------------------- Westmoreland Coal Company has commenced a cash tender offer to purchase any and all of its outstanding $675,485,000 in aggregate principal amount of 10.75% Senior Secured Notes due 2018. In connection with the Offer, Westmoreland is soliciting consents to proposed amendments that would eliminate most of the restrictive covenants and certain events of default contained in the indenture governing the Notes, as well as release the security for the Notes and eliminate certain events of default relating to the security for the Notes. The Offer is scheduled to expire at 12:00 a.m., New York City time, on Dec. 15, 2014, unless extended or earlier terminated. Holders who validly tender their Notes and provide their consents to the Proposed Amendments prior to 5:00 p.m., New York City time, on Dec. 1, 2014, unless extended, will be eligible to receive the Total Consideration. Tenders of Notes may be validly withdrawn and consents may be validly revoked until 5:00 p.m., New York City time, on Dec. 1, 2014. The "Total Consideration" for each $1,000 principal amount of Notes validly tendered and not subsequently withdrawn prior to the Consent Payment Deadline is $1,048.75, which includes a "Consent Payment" of $30.00 per $1,000 principal amount of Notes. Holders tendering after the Consent Payment Deadline will be eligible to receive only the "Tender Offer Consideration," which is $1,018.75 for each $1,000 principal amount of Notes, and does not include the Consent Payment. Holders whose Notes are purchased in the Offer will also receive accrued and unpaid interest from the most recent interest payment date for the Notes up to, but not including, the applicable settlement date for their purchased Notes. The Offer contemplates an early purchase option. If Westmoreland elects to exercise the early purchase option with regard to the Offer, Westmoreland expects the early acceptance date would be as promptly as practicable following the Consent Payment Deadline, so long as the conditions to the Offer and the Consent Solicitation have been satisfied or waived. If Westmoreland elects to exercise this option, it will pay the Total Consideration or Tender Offer Consideration, as the case may be, for the Notes accepted for purchase on the Early Acceptance Date. Upon the terms and subject to the conditions of the Offer, Westmoreland will pay for Notes validly tendered pursuant to the Offer before the Expiration Time (or if Westmoreland exercised its early purchase option described above, all Notes validly tendered after the Early Acceptance Date and before the Expiration Time) promptly following the Final Acceptance Date. Holders may not tender their Notes without delivering consents or deliver consents without tendering their Notes. No Consent Payment will be made in respect of Notes tendered after the Consent Payment Deadline. Following receipt of the consent of holders of a majority in aggregate principal amount of the Notes, Westmoreland intends to execute a supplemental indenture to amend the indenture governing the Notes to eliminate substantially all of the restrictive covenants and certain events of default contained in the indenture governing the Notes. Following receipt of the consent of holders of at least 75% in aggregate principal amount of the Notes, Westmoreland intends to execute a supplemental indenture and other documents to amend the indenture and the related security documents to release the security for the Notes and eliminate certain events of default relating to the security for the Notes. Tendered Notes may be withdrawn and consents may be revoked before the Withdrawal Deadline, but generally not afterwards, unless otherwise required by applicable law. Any extension or termination of the Offer will be followed as promptly as practicable by a public announcement thereof. The Offer is subject to the satisfaction of certain conditions including: (i) Westmoreland's receipt of aggregate proceeds (before initial purchasers' discounts and fees and other offer expenses) in a private offering of new notes, on terms reasonably satisfactory to Westmoreland, of at least $400 million and Westmoreland's consummation of a term loan to be entered into with BMO Capital Markets Corp., as lead arranger, Bank of Montreal, as administrative agent, and certain lenders named therein, on terms reasonably satisfactory to Westmoreland, in principal amount of at least $300 million, (ii) Westmoreland's receipt of the requisite consents to authorize the Proposed Amendments, (iii) the execution and delivery of a supplemental indenture and security release documents implementing the Proposed Amendments, and (iv) certain other customary conditions. The complete terms and conditions of the Offer are described in the Offer to Purchase and Consent Solicitation Statement dated Nov. 17, 2014, and the related Letter of Transmittal and Consent, copies of which may be obtained from Global Bondholder Services Corporation, the information agent for the Offer and the Consent Solicitation, by calling (866) 807-2200 (toll-free) or contacting the information agent at 65 Broadway - Suite 404, New York, New York 10006, Attention: Corporate Actions. Westmoreland has also retained BMO Capital Markets Corp. as dealer manager for the Offer and solicitation agent for the Consent Solicitation. Questions regarding the terms of the Offer and Consent Solicitation may be directed to BMO Capital Markets Corp., Attention: Brian Perman, at telephone: (800) 221-9443 (toll-free) or (212) 702-1191 (collect). About Westmoreland Coal Colorado Springs, Colo.-based Westmoreland Coal Company (NYSE AMEX: WLB) -- http://www.westmoreland.com/-- is the oldest independent coal company in the United States. The Company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its power operations include ownership of the two-unit ROVA coal-fired power plant in North Carolina. Westmoreland Coal incurred a net loss applicable to common shareholders of $6.05 million in 2013, a net loss applicable to common shareholders of $8.58 million in 2012 and a net loss applicable to common shareholders of $34.46 million in 2011. * * * As reported by the TCR on Nov. 6, 2012, Standard & Poor's Ratings Services raised its corporate credit rating on Englewood, Co.-based Westmoreland Coal Co. (WLB). to 'B-' from 'CCC+'. "The upgrade reflects our view that WLB is less vulnerable to default after successfully negotiating less restrictive covenant requirements for an unrated $110 million term loan due 2018," said credit analyst Gayle Bowerman. "Our assessment of WLB's business risk profile as 'vulnerable' and financial risk profile as 'highly leveraged' are unchanged. We also revised our liquidity score to 'adequate' based on the covenant relief and additional liquidity provided under the company's new $20 million asset-based loan (ABL) facility from 'less than adequate'." Westmoreland Coal carries a Caa1 corporate family rating from Moody's Investors Service. WESTMORELAND COAL: Moody's Raises Corp. Family Rating to B3 ----------------------------------------------------------- Moody's upgraded the corporate family rating (CFR) of Westmoreland Coal Company to B3 from Caa1, and assigned Caa1 rating to the company's proposed new $300 million First Lien Term Loan. Moody's also upgraded the probability of default rating (PDR) to B3-PD from Caa1-PD and affirmed the SGL-3 speculative grade liquidity rating. The outlook is stable. Moody's expect the company to issue $400 million in additional senior secured indebtedness and to use the combined proceeds of the term loan and the additional debt to refinance $675 million of existing senior secured notes and pay related breakage costs, fees and expenses. Moody's expect to withdraw the ratings on existing notes at the completion of the refinancing. Issuer: Westmoreland Coal Company Upgrades: Probability of Default Rating, Upgraded to B3-PD from Caa1-PD Corporate Family Rating (Local Currency), Upgraded to B3 from Caa1 Assignments: Senior Secured Bank Credit Facility (Local Currency), Assigned Caa1, LGD4 Outlook Actions: Outlook, Changed To Stable From Positive Affirmations: Speculative Grade Liquidity Rating, Affirmed SGL-3 Ratings Rationale The refinancing follows the company's announcement on October 16, 2014 that it will acquire the General Partner of Oxford Resource Partners LP (Oxford) and contribute interests in coal reserves and related surface lands at Westmoreland's Kemmerer Mine to Oxford in return for Oxford common units. Following these transactions, Oxford will continue to operate as a stand-alone, publicly-traded master limited partnership (MLP) and Westmoreland will own 77% of the fully-diluted limited partner interests in Oxford. Assuming control of Oxford will provide Westmoreland with a platform to implement a drop-down strategy of certain U.S. and Canadian coal assets into a MLP structure. The acquisition is contingent upon closing of the proposed refinancing as well as Oxford's refinancing of its existing indebtedness. Moody's expect Oxford to issue roughly $175 million in debt secured by the MLP's assets. Oxford Resource Partners, LP is a producer of steam coal in Northern Appalachia. Oxford markets its coal primarily to large electric utilities with coal-fired, base-load scrubbed power plants under long-term coal sales contracts. For the year ended December 31, 2013, Oxford generated revenues of $346.8 million and EBITDA of roughly $39 million on sales of 6.6 million tons of coal. The upgrade of the CFR reflects the company's successful integration of the Canadian mines acquired in April 2014, and Moody's expectation that the company's Debt/ EBITDA will track at around 5x in 2015 and 2016 and that the company will be break-even to modestly free cash flow positive over the same time period. The ratings acknowledge the increased scale of the company's operations, including twelve surface coal mines in the U.S. and Canada producing roughly 50 million tons of coal per year, with roughly half coming from each jurisdiction and predominantly sold to mine-mouth coal-fired plants under long term cost protected contracts. Moody's believe that there is a risk of deterioration in the company's leverage metrics going forward, due to the ongoing pressure on the US coal sector, and the capital investment needed to maintain production profile and reserves. That said, ratings continue to be supported by the margin stability offered by the mine-mouth model of the Westmoreland's existing mines, all of which rely on multi-year contracts with long-term, established customers, with contractual provisions that help ensure cost recovery. Moody's believe that Canadian assets will help mitigate some of the risks facing Westmoreland's US operations, including the risk of plant retirements driven by environmental regulation and competition from natural gas. The Caa1 ratings on Westmoreland's secured debt, one notch below the CFR, reflect the fact that the debt located at the MLP will have a priority claim on MLP's assets, which will comprise a greater proportion of the company's assets over time as the company executes its MLP asset drop-down strategy. Moody's expect that the strategy will allow Westmoreland to monetize its existing assets, by financing the drop-downs at the MLP level through issuance of combination of debt and MLP units and using the proceeds to repay the debt at Westmoreland. As the strategy is executed, however, an increasing proportion of the company's cash generating assets will move to the MLP, which could leave any debt remaining at Westmoreland weaker positioned as compared to the MLP debt, in terms of collateral securing the debt. The term loan will be secured by a first lien on substantially all of the domestic assets of Westmoreland (not including the MLP) and second lien on the collateral securing the new $50 million ABL revolver, including receivables, inventory and the Absaloka mine. Moody's expect that the additional secured debt of $400 million expected to be issued by Westmoreland will be secured by essentially the same collateral as the term loan, on a pari-passu basis. The speculative grade liquidity rating of SGL-3 reflects Moody's expectation that Westmoreland will maintain an adequate liquidity profile over the next 12 months. As of September 30, 2014 and pro- forma for the proposed transactions, Moody's expect the company to have roughly $25 million in cash and $25 million available under the new $50 million revolver. Over the next 12-18 months Moody's expect cash from operations to be sufficient to cover capital investment needs at the existing and acquired mines, with modestly positive free cash flows available for capital lease payments and required debt amortization. There are no significant near-term debt maturities. Stable outlook reflects Moody's expectation that the company will maintain stable margins and cash flows over the next 12-24 months, with Debt/ EBITDA tracking at around 5x and liquidity remaining adequate. An upgrade is unlikely in the near term and until the impact of the MLP asset drop down strategy becomes clearer over time. Nevertheless, an upgrade could be considered if the company were to maintain Debt/ EBITDA below 4x, EBIT/ Interest, as adjusted, tracks above 1.0x, and the company maintains adequate liquidity. Ratings could come under pressure if free cash flow is persistently negative, if liquidity deteriorates, if Debt/ EBITDA raises above 5.5x or if the company faces significant operational, environmental or regulatory issues. Westmoreland Coal Company, headquartered in Englewood, Colorado, produces sub-bituminous coal and lignite for sale to electric power plants located near their mines. Westmoreland owns 12 surface coal mines in Western United States and Canada. Pro forma for the acquisition of coal assets from Sherritt International Corporation, the company sold approximately 53 million tons of coal and generated over $1.3 billion in revenue in 2013. The principal methodology used in these ratings was Global Mining Industry published in August 2014. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. WESTMORELAND COAL: S&P Raises CCR to 'B' on Refinancing ------------------------------------------------------- Standard & Poor's Rating Services raised its corporate credit rating on Westmoreland Coal Co. one-notch to 'B' from 'B-'. The outlook is stable. At the same time, S&P assigned its 'B' issue-level rating to Westmoreland's first-lien term loan. The recovery rating is '3', indicating S&P's expectation for meaningful (50% to 70%) recovery in the event of a default. "The stable outlook is supported by Westmoreland's committed sales position over the next year, which should result in stable cash flows," said Standard & Poor's credit analyst Chiza Vitta. "The company's long dated cost plus contracts provide protection against price volatility while the mine mouth strategy offers transportation and delivery advantages. We anticipate liquidity will remain adequate over the next year given our expectation of manageable capital spending and positive free cash flow starting in 2015." S&P could lower its rating on Westmoreland if liquidity falls to a level S&P views as "less than adequate". This could be the result of unanticipated expenses associated with future acquisitions or if any operational issues cause production shortfalls. S&P would consider a positive rating action if leverage is sustained below 5x or if the diversification in incoming cash flows increases to a point that S&P views to be more consistent with a "fair" business risk profile. The latter scenario is less likely to occur over the next 12 months. WHITE WAY: Files for Chapter 11 Bankruptcy Protection ----------------------------------------------------- White Way Sign & Maintenance Co. filed for Chapter 11 bankruptcy protection (Bankr. N.D. Ill. Case No. 14-40855) on Nov. 12, 2014. The petition was signed by Robert B. Flannery, Jr., president. Judge Donald R. Cassling presides over the case. The Debtor spiraled into bankruptcy after the Great Recession, where a slowdown in new construction and the consolidation of banks -- a major category for White Way -- were key factors, Robert Channick at Chicago Tribune reports, citing James E. Morgan, Esq., at Howard & Howard Attorneys PLLC, who serves as the Debtor's bankruptcy counsel. Chicago Tribune relates that the loss of maintenance contracts with existing customers substantially cut into revenues. Chicago Tribune quoted Eric Wu, general manager of American Opto Plus, as saying, "We had a long history of doing business with them. In the last three to five years, they started to have financial problems." Mr. Morgan said, "We expect to survive this. We just need to retool and we will continue to provide the same service." In its petition, the Debtor estimated its assets at between $1 million and $10 million, and its liabilities at between $10 million and $50 million. According to the Debtor's court filing, the Debtor's unsecured creditors include: -- Sheet Metal Workers' National Pension Fund, which is owed almost $858,000 and is the largest unsecured creditor; -- Boston-based Cabot Industrial Value Fund, which is owed about $376,000 for lease obligations; and -- American Opto Plus LED, a California LED manufacturer, which is owed almost $264,000. Citing Mr. Morgan, Chicago Tribune reports that the pension liability is associated with the closing of its manufacturing facility, while the overdue rent is for its 34,000-square-foot facility in Mount Prospect. Headquartered in Mt. Prospect, Illinois, White Way Sign & Maintenance Co. is a century-old, family-owned company behind some of the most historic signs in Chicago. It was founded in 1916 by Thomas Flannery, an Irish immigrant who started the company by servicing electric signs. WILLBROS GROUP: S&P Affirms 'B-' CCR on Successful Loan Amendment ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B-' corporate credit rating on Houston-based Willbros Group Inc. The outlook remains stable. Willbros serves the oil, gas, refining, petrochemical, and power industries. It provides engineering, procurement and construction (either individually or as an integrated engineering, procurement, and construction service offering); turnarounds (refining process upgrades or renewals); maintenance; facilities development; and operations services. The rating on Willbros incorporates the inherent cyclicality of the engineering and construction services sector in which Willbros participates. The operating losses associated with certain of the company's projects demonstrate the inherent risks associated with the sector. Specifically, these risks include the sector's competitive nature, the economic and political risks to searching for and extracting energy sources, and the potential for cost overruns in the execution of fixed-price contracts. Still, S&P believes that the company's operating performance over the next several years could benefit from fundamentals supporting increased activity in some of its end markets. Low natural gas prices have sparked renewed interest and investment in the petrochemical industry, and new domestic crude production requires transportation and terminal infrastructure. In addition, the company's opportunities to win work in the Canadian oil sands are improving, with production expected to increase over the next few years. In its utility transmission and distribution segment, transmission spending is likely to increase in the U.S. over the next several years. The outlook is stable. "We expect that the company will successfully make the remaining WAPCo settlement payment of $32.7 million due Dec. 2014," said Standard & Poor's credit analyst Robyn Shapiro. Willbros plans to use the proceeds from future asset sales to reduce debt. Despite its previous execution challenges, S&P expects that the company will gradually improve operating performance. S&P could lower the rating during the next 12 months if Willbros' operating performance is weaker than S&P expects, causing ongoing cash outflows to increase and liquidity to deteriorate as a result. This could result from any additional unexpected execution challenges and project losses. S&P could raise the rating during the next 12 months if the company generates positive free cash flow and if S&P views it as sustainable. For an upgrade, S&P would expect the company to maintain "adequate" liquidity, including at least 15% headroom under financial covenants, and to continue maintaining debt leverage at less than 5x. ZAYO GROUP: Debt Tender No Impact on Moody's B2 CFR --------------------------------------------------- Moody's Investors Service said Zayo Group, LLC.'s plan to redeem a portion of its existing debt with the proceeds from the initial public offering of its parent, Zayo Group Holdings, Inc. is credit-positive but it does not impact any of its ratings, including the company's B2 corporate family rating. The company intends to redeem $75 million of its 8.125% senior secured notes due 2020 and $174.4 million of its outstanding 10.125% Senior Unsecured Notes due 2020. Pro forma for the debt reduction and excluding stock compensation expense, Zayo's leverage will fall to approximately 4.6x (Moody's adjusted) at year end 2014 from 5.1x (Moody's adjusted) at 9/30/2014. The reduction in cash interest as a result of the redemption of high coupon notes will improve Zayo's free cash flow profile. Following the debt redemption, Moody's estimates that Zayo will have approximately $3 billion of debt and approximately $175 million of cash on the balance sheet. Zayo has successfully integrated acquired assets and achieved the scale required to generate positive free cash flow despite its high capital intensity of over 30% capex to revenue. Revenue and EBITDA growth have been strong and the company has successfully reduced leverage following each subsequent debt financed acquisition while transitioning to positive, sustainable free cash flow. The successful initial public offering of the company's parent is also positive to the rating given the its market capitalization of over $5.6 billion which provides a large equity cushion for debt holders. Zayo's credit strength has improved during a period of limited M&A activity, which may have been driven by the IPO logistics. If the company returns to its historical pace of debt-financed M&A, then the positive momentum may be lost. Moody's could upgrade Zayo's ratings if adjusted leverage approaches 4x and FCF/Debt is on track to be sustained above 10%. Upward rating migration would also be contingent on management's commitment to lower leverage and a less aggressive stance towards debt-financed M&A. The principal methodology used in rating Zayo Group, LLC was the Global Communications Infrastructure Rating Methodology published in June 2011. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Headquartered in Boulder, Colorado, Zayo Group is a provider of bandwidth infrastructure and network-neutral interconnection services with significant fiber network assets and national reach. In July 2012, the company completed its largest acquisition, buying AboveNet for approximately $2.2 billion. * Oswalt Discusses Arizona Bankruptcy and Cash Allowances --------------------------------------------------------- Oswalt Law Group on Nov. 17 disclosed that Arizona bankruptcy allows only a very limited amount of funds for debtors seeking protection under the bankruptcy code. Every state has its own set of exemption laws and under Arizona exemption laws, individual debtors may have only $300.00 in a single bank account on the date the bankruptcy case is filed, and married couples may only have $600.00 in a single bank account, or $300.00 in two separate bank accounts. Any excess cash on hand that debtors have when their case is filed is subject to a turnover request by the bankruptcy trustee. Failure to turnover excess funds or cooperate with the trustee can have many negative consequences for the debtor and their bankruptcy case. The timing of a bankruptcy is, therefore, of crucial importance in Arizona. Many people now have automatic debits or withdrawals from their checking accounts that require them to deposit money into these accounts on a regular basis. If they fail to do so, they may risk missing payments; on the other hand, if they deposit too much money, they may find that they run afoul of the Arizona bankruptcy exemptions with regard to money in their bank account when the case is filed. This could result in possible problems for the debtor and obstacles for the progress of the bankruptcy case. According to Oswalt Law Group, a bankruptcy firm in Phoenix, "There are things to consider when meeting the $300.00 limit when filing a bankruptcy case. If you have online bill pay, or use a debit card, a debtor will want these pending transactions to clear the account prior to case filing, so these items are not counted towards the overall balance in their account when the case is filed. The debtor will also want to make sure they are not receiving any payroll direct deposit in their bank account the same date the case is filed, as these funds will count towards the $300.00 or $600.00 bank account limit. It is very important to consider how much you have in your bank account when planning to file a bankruptcy, as you may lose that money if you file at the wrong time. Therefore, advance planning is essential for anyone who is contemplating an Arizona bankruptcy." Those considering filing bankruptcy may wish to seek the advice of professionals who understand the bankruptcy laws and have years of experience in handling bankruptcy cases. The Oswalt Law Group in Phoenix can help individuals and businesses ensure that they are in compliance with all bankruptcy laws while still benefiting from the protection of a bankruptcy filing. About Oswalt Law Group As a full-service bankruptcy representation law firm in Phoenix, Oswalt Law Group has helped hundreds of individuals and businesses recover from financial insolvency by filing for protection through bankruptcy. * Recent Small-Dollar & Individual Chapter 11 Filings ----------------------------------------------------- In re Durham Building Materials, Inc. Bankr. M.D. Fla. Case No. 14-05333 Chapter 11 Petition filed October 30, 2014 See http://bankrupt.com/misc/flmb14-05333.pdf Filed Pro Se In re Joseph A. Morris Bankr. M.D. Ala. Case No. 14-32971 Chapter 11 Petition filed October 31, 2014 In re Osita A. Onyekwere Bankr. N.D. Ala. Case No. 14-41722 Chapter 11 Petition filed October 31, 2014 In re Nick L. Pamfilis Bankr. N.D. Ala. Case No. 14-82987 Chapter 11 Petition filed October 31, 2014 In re Leonard Lightbourne Bankr. C.D. Cal. Case No. 14-30527 Chapter 11 Petition filed October 31, 2014 In re Linwood R. Lovett and Carole M. Lovett Bankr. M.D. Ga. Case No. 14-52614 Chapter 11 Petition filed October 31, 2014 In re Louis A. Kaufman Bankr. W.D. Ky. Case No. 14-34045 Chapter 11 Petition filed October 31, 2014 In re Luis Jara Bankr. D. Nev. Case No. 14-17326 Chapter 11 Petition filed October 31, 2014 In re Carlos Coronado Bankr. D.N.J. Case No. 14-32329 Chapter 11 Petition filed October 31, 2014 In re Affordable Home Builders & Properties, Inc. Bankr. W.D. Tenn. Case No. 14-31227 Chapter 11 Petition filed October 31, 2014 See http://bankrupt.com/misc/tnwb14-31227.pdf represented by: Jerome C. Payne, Esq. PAYNE LAW FIRM E-mail: jerpayne@hotmail.com In re Rajpoot, Inc. Bankr. E.D. Va. Case No. 14-14060 Chapter 11 Petition filed October 31, 2014 See http://bankrupt.com/misc/vaeb14-14060.pdf represented by: Robert Easterling, Esq. E-mail: eastlaw@easterlinglaw.com In re Stanislaw Bal Bankr. N.D. Ill. Case No. 14-32971 Chapter 11 Petition filed November 1, 2014 In re Stanislaw Bal dba US Transport, Repair & Services, Inc. Bankr. N.D. Ill. Case No. 14-39915 Chapter 11 Petition filed November 1, 2014 See http://bankrupt.com/misc/ilnb14-39915.pdf represented by: Frank J. Kokoszka, Esq. KOKOSZKA & JANCZUR, P.C. E-mail: fkokoszka@k-jlaw.com In re Spanish Isles Property Owners Association, Inc. Bankr. S.D. Fla. Case No. 14-34444 Chapter 11 Petition filed November 2, 2014 See http://bankrupt.com/misc/flsb14-34444.pdf represented by: Brett A Elam, Esq. BRETT A. ELAM, P.A. E-mail: belam@brettelamlaw.com In re Ian e. Parker Bankr. D. Ariz. Case No. 14-16839 Chapter 11 Petition filed November 11, 2014 In re Ricardo Diaz Sotelo Bankr. N.D. Cal. Case No. 14-54551 Chapter 11 Petition filed November 11, 2014 In re Anita Marie Griffith Bankr. N.D. Fla. Case No. 14-31223 Chapter 11 Petition filed November 11, 2014 In re 250 Cortland Ave Inc. Bankr. W.D.N.Y. Case No. 14-12596 Chapter 11 Petition filed November 11, 2014 See http://bankrupt.com/misc/nywb14-12596.pdf represented by: James M. Joyce, Esq. E-mail: jmjoyce@lawyer.com In re Larry J. Barrow, Sr. and Lois M. Barrow Bankr. E.D.N.C. Case No. 14-06570 Chapter 11 Petition filed November 11, 2014 In re John Matthew Whitley Bankr. E.D. Tenn. Case No. 14-33651 Chapter 11 Petition filed November 11, 2014 In re Ricky Joe Palasota Bankr. E.D. Tex. Case No. 14-60931 Chapter 11 Petition filed November 11, 2014 In re Isaac Properties, LLC Bankr. M.D. Fla. Case No. 14-05532 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/flmb14-05532.pdf represented by: Robert A Heekin, Jr., Esq. THAMES MARKEY AND HEEKIN, PA E-mail: rah@tmhlaw.net In re Pulse Fitness Center, LLC Bankr. M.D. Fla. Case No. 14-05548 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/flmb14-05548.pdf represented by: Thomas C. Adam, Esq. MEARKLE TRUEBLOOD ADAM, PL E-mail: tadam@mtalawyers.com In re David L. McFadden and Tanya L. McFadden Bankr. N.D. Ill. Case No. 14-40840 Chapter 11 Petition filed November 12, 2014 In re Jason Oliver Ellis and Emily Suzanne Ellis Bankr. D. Kans. Case No. 14-22705 Chapter 11 Petition filed November 12, 2014 In re Boutin Restaurant, LLC Bankr. M.D. La. Case No. 14-11461 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/lamb14-11461.pdf represented by: Arthur A. Vingiello, Esq. STEFFES, VINGIELLO & MCKENZIE, LLC E-mail: avingiello@steffeslaw.com In re First New Life Baptist Church, Inc. Bankr. D. Md. Case No. 14-27381 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/mdb14-27381.pdf represented by: David W. Cohen, Esq. LAW OFFICE OF DAVID W. COHEN E-mail: dwcohen79@jhu.edu In re Ezzat Armaniou Aziz Bankr. D.N.J. Case No. 14-33008 Chapter 11 Petition filed November 12, 2014 In re Hesham Elakbawy and Hedaya Kholief Bankr. D.N.J. Case No. 14-33057 Chapter 11 Petition filed November 12, 2014 In re Erenler Inc. dba Akdeniz Bankr. S.D.N.Y. Case No. 14-13128 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/nysb14-13128.pdf represented by: Nancy Lynne Kourland, Esq. ROSEN & ASSOCIATES, P.C. E-mail: nkourland@rosenpc.com In re Chicken Quick & Caribbean Breeze, Inc. aka El Taquito Bankr. D.P.R. Case No. 14-09323 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/prb14-09323.pdf represented by: Carlos J. Nazario Diaz, Esq. E-mail: starpropertiescorp@gmail.com In re Elite Insulation & Air Duct Cleaning, LLC dba Elite Services Company Bankr. N.D. Tex. Case No. 14-35483 Chapter 11 Petition filed November 12, 2014 See http://bankrupt.com/misc/txnb14-35483.pdf represented by: Eric A. Liepins, Esq. ERIC A. LIEPINS, P.C. E-mail: eric@ealpc.com In re First Baptist Church Bankr. N.D. Fla. Case No. 14-40627 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/flnb14-40627.pdf represented by: Robert C. Bruner, Esq. E-mail: RobertCBruner@hotmail.com In re Abyss Maritime, Inc. Bankr. S.D. Fla. Case No. 14-35155 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/flsb14-35155.pdf represented by: Demetrios C. Kirkiles, Esq. LAW FIRM OF DEMETRIOS C. KIRKILES, ESQ. E-mail: kirkileslaw@bellsouth.net In re Flock Funeral Home, Inc. Bankr. D.N.J. Case No. 14-33131 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/njb14-33131.pdf represented by: Jules L. Rossi, Esq. LAW OFFICE OF JULES L. ROSSI E-mail: jlrbk423@aol.com In re FHH Properties, LLC. Bankr. D.N.J. Case No. 14-33147 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/njb14-33147.pdf represented by: Jules L. Rossi, Esq. LAW OFFICE OF JULES L. ROSSI E-mail: jlrbk423@aol.com In re Jeffrey Joseph Jerome and Caroline Jerome Bankr. E.D.N.Y. Case No. 14-75114 Chapter 11 Petition filed November 13, 2014 In re Alexander Wali Properties, LLC Bankr. E.D. Va. Case No. 14-14235 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/vaeb14-14235.pdf represented by: John W. Bevis, Esq. JOHN W. BEVIS, P.C. E-mail: johnbevis@bevislawoffices.com In re Alder Street, LLC Bankr. W.D. Wash. Case No. 14-46053 Chapter 11 Petition filed November 13, 2014 See http://bankrupt.com/misc/wawb14-46053.pdf represented by: Brett L. Wittner, Esq. KENT & WITTNER, PS E-mail: brett@kentwittnerlaw.com In re Dennis Constantino Bandy Bankr. C.D. Cal. Case No. 14-31373 Chapter 11 Petition filed November 14, 2014 In re Indian Mountain Meadows Bankr. C.D. Cal. Case No. 14-31409 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/cacb14-31409.pdf Filed Pro Se In re William Gaudiano Bankr. D. Conn. Case No. 14-51738 Chapter 11 Petition filed November 14, 2014 In re Jenner Enterprises, Inc. dba Fastsigns Bankr. D. Del. Case No. 14-12558 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/deb14-12558.pdf represented by: Shannon J. Dougherty, Esq. O'KELLY ERNST & BIELLI, LLC E-mail: sdougherty@oeblegal.com In re John Daniel Murray, Sr. and Deborah D. Murray Bankr. N.D. Ga. Case No. 14-12585 Chapter 11 Petition filed November 14, 2014 In re Marcus A. Krejci Bankr. N.D. Ga. Case No. 14-72582 Chapter 11 Petition filed November 14, 2014 In re orizon Group Management, LLC Bankr. N.D. Ill. Case No. 14-41230 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/ilnb14-41230.pdf represented by: Robert M. Fishman, Esq. SHAW FISHMAN GLANTZ & TOWBIN, LLC E-mail: rfishman@shawfishman.com In re Viltex USA, LLC Bankr. D.N.J. Case No. 14-33212 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/njb14-33212.pdf represented by: David L. Stevens, Esq. SCURA, WIGFIELD, HEYER & STEVENS, LLP E-mail: dstevens@scuramealey.com In re ABQ Manufacturing, Inc. dba Quality Powder Coating, Inc. Bankr. D. N.M. Case No. 14-13366 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/nmb14-13366.pdf represented by: James T. Burns, III, Esq. ALBUQUERQUE BUSINESS LAW, P.C. E-mail: james@abqbizlaw.com In re Willy Gonzalez Bankr. E.D.N.Y. Case No. 14-45781 Chapter 11 Petition filed November 14, 2014 In re DeSantis Enterprises, Inc. Bankr. N.D.N.Y. Case No. 14-12517 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/nynb14-12517.pdf represented by: Justin A. Heller, Esq. NOLAN & HELLER, LLP E-mail: jheller@nolanandheller.com In re A & W Lounge Cafe, Inc. dba Skyline Bar Lounge Bankr. S.D.N.Y. Case No. 14-13141 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/nysb14-13141.pdf represented by: Douglas J. Pick, Esq. PICK & ZABICKI, LLP E-mail: dpick@picklaw.net In re MS Recycling, LLC Bankr. E.D. Pa. Case No. 14-19064 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/paeb14-19064.pdf represented by: Michael J. McCrystal, Esq. MICHAEL J. MCCRYSTAL, ESQUIRE, P.A. E-mail: mccrystallaw@gmail.com In re Thomas F. Easton Bankr. W.D. Pa. Case No. 14-24541 Chapter 11 Petition filed November 14, 2014 In re Iglesia Presbiteriana en Mayaguez, Inc. Bankr. D.P.R. Case No. 14-09392 Chapter 11 Petition filed November 14, 2014 See http://bankrupt.com/misc/prb14-09392.pdf represented by: Luis Roberto Santos Baez, Esq. SANTOS / BAEZ E-mail: lsantos19@yahoo.com In re Cesar Ivan Vargas Quiones Bankr. D.P.R. Case No. 14-09404 Chapter 11 Petition filed November 14, 2014 ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com by e-mail. On Thursdays, the TCR delivers a list of recently filed Chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to the nation's bankruptcy courts. The list includes links to freely downloadable of these small-dollar petitions in Acrobat PDF documents. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. The Sunday TCR delivers securitization rating news from the week then-ending. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Washington, D.C., USA. Jhonas Dampog, Marites Claro, Joy Agravante, Rousel Elaine Tumanda, Valerie Udtuhan, Howard C. Tolentino, Carmel Paderog, Meriam Fernandez, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Psyche A. Castillon, Ivy B. Magdadaro, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2014. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $975 for 6 months delivered via e-mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Peter A. Chapman at 215-945-7000 or Nina Novak at 202-362-8552. *** End of Transmission ***