/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/150102.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, January 2, 2015, Vol. 19, No. 2 Headlines 22ND CENTURY: Acquires Important Intellectual Property from NRC ACTIVECARE INC: Needs More Time to File 2014 Form 10-K ADVANCED MICRO DEVICES: Revokes Equity Stock Awards to CEO AMERICAN APPAREL: Gene Montesano No Longer Serving as Director AOXING PHARMACEUTICAL: Names Okeanos Executive as New CFO ALION SCIENCE: Reports $43.9 Million Net Loss in Fiscal 2014 ALLIED DEFENSE: Makes Final Distribution of $0.10 Per Share AMERICAN POWER: Conference Call Held, to Focus on Profitability AP-LONG BEACH: U.S. Trustee, BofA Balk at Cash Use AP-LONG BEACH: Schedules Filing Date Extended to Feb. 2 BALMORAL RACING: Empress Casino, et al., Seek to Liquidate Claims ARISTA POWER: Zwick & Banyai Replaces EFP Rotenberg as Auditors BANK BUILDING ASSOC: Case Summary & 16 Largest Unsec. Creditors BG MEDICINE: Automated Galectin-3 Testing Gets FDA Clearance BLUE STAR PROPERTIES: Case Summary & 5 Top Unsecured Creditors BOOMERANG SYSTEMS: Had $2.6MM Loss in 2014, Warns of Bankruptcy BOOMERANG SYSTEMS: Inks 3rd Amendment to 2013 Loan Agreement BRUGNARA PROPERTIES: Case Summary & 5 Unsecured Creditors CAESARS ENTERTAINMENT: Agrees on Restructuring Agreement Terms CASINO REINVESTMENT: S&P Cuts Rating on Parking Fee Bonds to 'BB' CATASYS INC: Signs $1.1 Million Securities Purchase Agreements CASPIAN SERVICES: Delays Form 10-K for 2014, Expects $16.6MM Loss CHINA CARBON: Lack of Capital May Force Cessation of Operations COMMUNITYONE BANCORP: Closes $25 Million Common Stock Offering COMMUNITYONE BANCORP: Carlyle Reports 23.9% Stake as of Dec. 29 COMMUNITYONE BANCORP: Oak Hill Holds 23% Stake as of Dec. 29 COUNTRY STONE: Committee Opposes Distribution of Sale Proceeds COUNTRY STONE: UIC Says Deal Can't Be Included in Sale COUNTRY STONE: Says Premier Frustrating Proposed Sale COUNTRY STONE: Quad City Demands Due Process for R&D Lease CREEKSIDE ASSOCIATES: Has Interim OK to Use Cash Collateral CREEKSIDE ASSOCIATES: Has Until Jan. 23 to File Schedules CTI BIOPHARMA: Had Est. Financial Standing of $57.9MM at Nov. 30 DATAJACK INC: Needs More Financing to Continue Operations ENERGEN CORP: S&P Retains 'BB' Sr. Unsecured Debt Rating ENTRANS INTERNATIONAL: S&P Withdraws 'B' CCR at Company's Request ERF WIRELESS: Issues 9 Million Common Shares FEDERAL RESOURCES: Case Summary & Largest Unsecured Creditors FLAMINGO-PECOS: Case Summary & 20 Largest Unsecured Creditors FREEDOM GROUP: S&P Lowers CCR to 'B' on Weak Operating Performance GLOBALSTAR INC: Registers 12.3 Million Shares for Resale GRATON ECONOMIC: S&P Affirms 'B+' Issuer Credit Rating GROWLIFE INC: Depends on More Capital to Continue Operating HEALTHSOUTH CORP: S&P Retains 'BB-' Unsecured Debt Rating INTERLEUKIN GENETICS: Bay City Holds 51.5% Stake as of Dec. 23 IPAYMENT INC: Moody's Raises Corporate Family Rating to Caa1 KU6 MEDIA: Promotes Senior VP Feng Gao to President LEAK ENTERPRISES: Voluntary Chapter 11 Case Summary LEGEND OIL: Says It's in Early Stages of Restructuring LIME ENERGY: Obtains $10 Million Funding From Bison Capital MADDY CLAIRE: Case Summary & 13 Largest Unsecured Creditors MOBILE MINI: S&P Affirms BB Corp Credit Rating, Off Watch Negative MOUNTAIN PROVINCE: Voluntarily Delists Common Stock NATIONAL CINEMEDIA: Appoints Thomas Lesinski to its Board NEWLEAD HOLDINGS: Sae Jung Oh Elected to Board of Directors NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to Caa1 ORCKIT COMMUNICATIONS: Postpones General Meeting to Jan. 20 PASSAIC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors PORT AGGREGATES: Seeks Appointment of Chapter 11 Examiner PORT AGGREGATES: Proposes to Employ Gordon Arata as Counsel PORTER BANCORP: Appoints Bradford Ray as New Director PRAXSYN CORP: Depends on A/R Factoring to Finance Operations PRESSURE BIOSCIENCES: Stockholders OK 5 Proposals at Meeting PULSE ELECTRONICS: Suspending Filing of Reports with SEC RESPONSE BIOMEDICAL: Files Revised Version of Hangzhou Term Sheet POSITIVEID CORP: Amends $550,000 Conv. Debenture with Dominion PRESSURE BIOSCIENCES: Re-Prices Common Stock Purchase Warrants SHERIDAN FUND I: S&P Revises Outlook to Neg. & Affirms 'B+' Rating SHERIDAN FUND II: S&P Revises Outlook to Neg. & Affirms B+ Rating SHILO INN: Approved to Use CB&T's Cash Collateral Until March 31 SIMPLEXITY LLC: Stipulation with Fifth Third Bank Approved SUNFLOWER RESORT: Case Summary & 2 Unsecured Creditors T-REX OIL: Reports $284K Net Loss for Q3 of 2014 TAMINCO GLOBAL: S&P Raises Corp. Credit Rating From 'B+' TECHPRECISION CORP: Inks $2.25 Million Term Loan with Revere TIFCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors TRANS ENERGY: Sells ORRI in Virginia Leases for $11 Million TROY TOOLING: Case Summary & 20 Largest Unsecured Creditors TUCSON COUNTRY: S&P Lowers Refunding Bond Rating to 'BB-' UNIVERSAL COOPERATIVES: Wants Until Feb. 9 to Remove Actions UNIVISION COMMUNICATIONS: Moody's Rates $815MM Unsec. Notes Caa2 VARIANT HOLDING: Time to Remove Actions Extended to March 26 VERMILLION INC: Schuler Reports 18.5% Stake as of Dec. 23 VICTORY ENERGY: Ralph Kehle Quits From Board of Directors VISUALANT INC: Renews Credit Facility for Six Additional Months VERITEQ CORP: Sells $100,000 Convertible Note to KBM Worldwide VERITY CORP: Delays Form 10-K for 2014 WYNN AMERICA: S&P Assigns 'BB+' Corp. Credit Rating * BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles and Other Disasters ********* 22ND CENTURY: Acquires Important Intellectual Property from NRC --------------------------------------------------------------- 22nd Century Group, Inc., announced that on Dec. 23, 2014, its wholly-owned subsidiary, 22nd Century Limited, LLC, purchased strategically important intellectual property (both patents and patent applications) from the National Research Council of Canada relating to the modification of nicotine in the tobacco plant. Including "transcription factor" technology and other intellectual property that represents the Company's extraordinary second- generation gene technology for modifying the content of nicotine (very low to high) and other nicotinic alkaloids in the tobacco plant, the NRC intellectual property is the cornerstone of the Company's tobacco harm reduction products under development. The unparalleled technology allows for the production of the world's lowest nicotine cigarette, up to 98% less nicotine than that of "light" cigarettes, and the world's lowest tar-to-nicotine ratio cigarette. By obtaining full ownership and control of the NRC intellectual property to which the Company formerly had an exclusive worldwide license, 22nd Century will settle in-full all outstanding monies due to NRC and will no longer have to share with NRC any revenues derived under the Company's license to British American Tobacco and from the Company's sales of tobacco and tobacco products worldwide. 22nd Century's President and Chief Operating Officer, Henry Sicignano III stated, "This acquisition not only provides 22nd Century with more operational flexibility through full control and ownership of the NRC patent rights, it also promises savings of potentially many millions of dollars in royalty fees. We are tremendously pleased that Tom James, 22nd Century's General Counsel, was able to negotiate this highly strategic transaction." The Company agreed to pay NRC a total of US$1,873,000 for the purchase by the Company of such NRC intellectual property, of which $873,000 was paid in cash by wire transfer by the Company to NRC at the closing of this transaction on Dec. 23, 2014, with the remainder of the purchase price being payable by the Company to NRC in three annual installment payments of $333,333.33 on or before Dec. 22, 2015, $333,333.33 on or before Dec. 22, 2016, and $333,333.34 on or before Dec. 22, 2017. Company Hires 10 New Employees at Mocksville, NC Factory To facilitate the January production and shipping of the Company's RED SUN(R) super-premium brand cigarettes, as well as the contract manufacturing of the Smoker Friendly private label cigarette brand, 22nd Century announced that its wholly-owned subsidiary, NASCO Products, LLC, a federally licensed tobacco product manufacturer and participating member of the tobacco Master Settlement Agreement (MSA), hired ten new full-time employees at its manufacturing facility in Mocksville, North Carolina. Each of the new hires comes to NASCO with years of cigarette manufacturing experience. Barry Saintsing, NASCO Plant Manager and former Master Product Developer at RJ Reynolds Tobacco Company, stated, "We have assembled an exceptional manufacturing team here at the factory. All five production lines are up and running now and we are eager to begin shipping product in January!" About 22nd Century Clarence, New York-based 22nd Century Group, Inc., through its wholly-owned subsidiary, 22nd Century Ltd, is a plant biotechnology company using technology that allows for the level of nicotine and other nicotinic alkaloids (e.g., nornicotine, anatabine and anabasine) in tobacco plants to be decreased or increased through genetic engineering and plant breeding. 22nd Century reported a net loss of $26.15 million in 2013, a net loss of $6.73 million in 2012 and a net loss of $1.34 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $26.7 million in total assets, $6.56 million in total liabilities and $20.1 million in total shareholders' equity. ACTIVECARE INC: Needs More Time to File 2014 Form 10-K ------------------------------------------------------ ActiveCare, Inc., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Sept. 30, 2014. The Company said it needs additional time to complete the presentation of its financial statements and the analysis thereof. 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. ADVANCED MICRO DEVICES: Revokes Equity Stock Awards to CEO ---------------------------------------------------------- At its meeting on Aug. 6, 2014, the Compensation Committee of the Board of Directors of Advanced Micro Devices, Inc., approved annual equity award grants to Dr. Lisa Su, which reflected her promotion to senior vice president and chief operating officer on July 1, 2014. In October 2014, the Company entered into an employment agreement with Dr. Su in connection with her promotion to president and chief executive officer. As negotiated and provided for in Dr. Su's employment agreement, Dr. Su received additional equity grants on Oct. 31, 2014, in light of her appointment to the new position. The employment agreement was approved by the Board, the terms and conditions of which were the result of arms-length negotiations between Dr. Su and the Compensation Committee. The Company believes that Dr. Su's compensation package, as provided for in her employment agreement, was appropriate and aligned with the Company's stockholders' interests. On Nov. 24, 2014, the Company received notice of a stockholder derivative action in Delaware court on the grounds that the Company had granted equity awards to Dr. Su during calendar year 2014 in excess of the per calendar year individual share limit in the Company's 2004 Equity Incentive Plan. Rather than litigate this technical issue, the Company believes resolving this technicality quickly is a better solution for the Company and its stockholders. In light of this determination, on Dec. 26, 2014, the full Board, including the members of the Compensation Committee, took the following actions with respect to Dr. Su's equity compensation: * Voided and rescinded the performance-based restricted stock unit award granted to Dr. Su on Oct. 31, 2014, covering a target number of 869,686 shares. * Voided and rescinded the performance-based restricted stock unit award granted to Dr. Su on Oct. 31, 2014, covering a target number of 347,874 shares. * Voided and rescinded the performance-based restricted stock unit award granted to Dr. Su on Aug. 12, 2014, covering a target number of 487,804 shares. * Voided and rescinded 50,000 of the 173,937 restricted stock units subject to a restricted stock unit award granted to Dr. Su on Oct. 31, 2014, and made a corresponding reduction in the number of shares subject to such award. In voiding and rescinding the equity awards, the full Board also determined that the total compensation package provided for in Dr. Su's employment agreement, including the equity compensation, was appropriate and aligned with stockholders' interests. Having reaffirmed that the compensation it had promised to Dr. Su was appropriate and reasonable, the full Board determined that the Company intends to return Dr. Su's equity compensation to the level it should have been prior to the action to void and rescind the equity awards at or near the earliest practicable opportunity available to the Company, subject to law and the terms of the 2004 Plan. About Advanced Micro Devices Sunnyvale, California-based Advanced Micro Devices, Inc., is a global semiconductor company. The Company's products include x86 microprocessors and graphics. AMD incurred a net loss of $83 million on $5.29 billion of net revenue for the year ended Dec. 28, 2013, as compared with a net loss of $1.18 billion on $5.42 billion of net revenue for the year ended Dec. 29, 2012. As of Sept. 27, 2014, the Company had $4.32 billion in total assets, $3.79 billion in total liabilities and $535 million in total stockholders' equity. * * * In August 2013, Standard & Poor's Ratings Services revised its outlook on Advanced Micro Devices to negative from stable. At the same time, S&P affirmed its 'B' corporate credit and senior unsecured debt ratings on AMD. As reported by the TCR on June 5, 2014, Fitch Ratings had upgraded the long-term Issuer Default Rating (IDR) for AMD (NYSE: AMD) to 'B-' from 'CCC'. The upgrade primarily reflects AMD's improved financial flexibility from recent refinancing activity, which extends meaningful debt maturities until 2019. In the Feb. 4, 2013, edition of the TCR, Moody's Investors Service lowered AMD's corporate family rating to B2 from B1. The downgrade of the corporate family rating to B2 reflects AMD's prospects for weaker operating performance and liquidity profile over the next year as the company commences on a multi-quarter strategic reorientation of its business in the face of a challenging macro environment and a weak PC market. AMERICAN APPAREL: Gene Montesano No Longer Serving as Director -------------------------------------------------------------- Lion/Hollywood L.L.C. (i) withdrew its designation of Gene Montesano as a director of American Apparel, Inc., and designated Lyndon Lea as a replacement director of the Company, pursuant to its rights under the Investment Agreement, as amended to date, and (ii) requested that the Board of Directors of the Company form a special committee to evaluate strategic alternatives and include Lyndon Lea as a member of that committee. Lion/Hollywood L.L.C. and its affiliates disclosed that as of Dec. 28, 2014, they beneficially owned 24,511,022.66 shares of common stock of American Apparel, representing 12.3 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/26Pti9 About American Apparel American Apparel is a vertically-integrated manufacturer, distributor, and retailer of branded fashion basic apparel based in downtown Los Angeles, California. As of Sept. 30, 2014, American Apparel had approximately 10,000 employees and operated 245 retail stores in 20 countries including the United States and Canada. American Apparel also operates a global e-commerce site that serves over 60 countries worldwide at http://www.americanapparel.com. In addition, American Apparel operates a leading wholesale business that supplies high quality T-shirts and other casual wear to distributors and screen printers. Amid liquidity problems and declining sales, American Apparel in early 2011 reportedly tapped law firm Skadden, Arps, Slate, Meagher & Flom and investment bank Rothschild Inc. for advice on a restructuring. In April 2011, American Apparel said it raised $14.9 million in rescue financing from a group of investors led by Canadian financier Michael Serruya and private equity firm Delavaco Capital Corp., allowing the casual clothing retailer to meet obligations to its lenders for the time being. Under the deal, the investors were buying 15.8 million shares of common stock at 90 cents apiece. The deal allows the investors to purchase additional 27.4 million shares at the same price. American Apparel has been in the red as far back as 2010. The Company reported a net loss of $106.29 million on $633.94 million of net sales for the year ended Dec. 31, 2013, as compared with a net loss of $37.27 million on $617.31 million of net sales for the year ended Dec. 31, 2012. American Apparel posted a net loss of $39.31 million on $547.33 million of net sales for the year ended Dec. 31, 2011, compared with a net loss of $86.31 million on $532.98 million of net sales during 2010. In 2011, American Apparel announced a restatement of its 2009 financial reports. The Company's balance sheet at Sept. 30, 2014, the Company had $307.18 million in total assets, $394.78 million in total liabilities and a $87.59 million total stockholders' deficit. * * * The TCR reported on Nov. 21, 2013, that Moody's Investors Service downgraded American Apparel Inc.'s corporate family rating to Caa2. The clothing retailer's probability of default was also lowered one level and the outlook is negative. As reported by the TCR on Sept. 2, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating on Los Angeles-based American Apparel Inc. to 'CCC-' from 'CCC'. The outlook is negative. "The downgrade reflects our assessment that a debt restructuring appears inevitable within six months, absent unanticipated significantly favorable changes in the company's circumstances," said Standard & Poor's credit analyst Ryan Ghose. AOXING PHARMACEUTICAL: Names Okeanos Executive as New CFO --------------------------------------------------------- Aoxing Pharmaceutical Company, Inc.'s Board of Directors appointed Wilfred Chow to serve as its chief financial officer and corporate secretary, effective on Jan. 1, 2015. Guoan Zhang, who had been serving as Interim CFO, will remain with the Company as senior vice president for Finance, according to a regulatory filing with the U.S. Securities and Exchange Commission. Mr. Chow, age 48, was employed from 2012 to 2014 as managing director of Okeanos Capital Investment, an investment banking firm where Mr. Chow concentrated on media and pharmaceutical clients. From 2010 to 2012, Mr. Chow was employed as chief financial officer of Tiger Media (NYSE MKT: IDI). From 2006 to 2010 Mr. Chow was employed as senior vice president for Finance by American Oriental Bioengineering, a pharmaceutical company that was listed on the NYSE at that time. From 2005 to 2006 Mr. Chow was employed as a senior manager by PriceWaterhouseCoopers. Mr. Chow was awarded a Masters Degree in Business Administration by the University of Leicester in 1997 and a BSS Degree in Economics by the University of Hong Kong in 1990. The Company has entered into a three-year employment agreement with Mr. Chow. The agreement calls for an annual salary of $250,000. The agreement also provides for a grant of 300,000 shares of common stock, vesting one-third per year during the term of the agreement, and a grant of options to purchase 300,000 shares at grant date market price vesting one-third per year during the term of the agreement. Director Appointment Aoxing Pharmaceutical's Board of Directors appointed Hui Shao to serve as a member of the Board of Directors, effective on Jan. 1, 2015. Dr. Shao has been appointed to the board in order that the Company can obtain the benefit of Dr. Shao's 16 years of experience in the financing of pharmaceutical companies and his intimate knowledge of the Company's business. Most recently, Dr. Shao has been employed, since 2010, as chief financial officer of Yisheng Biopharma, which manufactures vaccines in China. From 2007 to 2010 Dr. Shao was employed as the chief financial officer of the Company, Aoxing Pharmaceuticals. From 2003 to 2007, Dr. Shao was employed as Senior Analyst by U.S. investment companies: Mehta Partners from 2003 to 2005 and Kamunting Street Asset Management from 2005 to 2007. Prior to joining Mehta Partners, Dr. Shao was employed as Principal Scientist by Roche Pharmaceuticals. Dr. Shao was awarded a Masters Degree in Business Administration by New York University in 2003, a Doctor of Philosophy Degree in Bioorganic Chemistry by the University of California - San Diego in 1996, and a Bachelor of Science Degree with a concentration in Polymer Chemistry by the University of Science and Technology of China in 1990. From 2008 to 2011 Dr. Shao was a member of the Board of Directors of Tongli Pharmaceuticals (USA), Inc. (OTC Pink: TGLP). Dr. Shao is 46 years old. On Dec. 19, 2014, the Board of Directors approved a resolution that each independent member of the Board will receive, in compensation for service on the Board, a cash fee of 60,000 Renminbi (approx. $9,700) per annum and 20,000 shares of the Company's common stock for each year of service. Meanwhile, effective on Dec. 31, 2014, Zhimin Li has submitted his resignation from the Board of Directors. About Aoxing Aoxing Pharmaceutical Company, Inc., is a Jersey City, New Jersey- based specialty pharmaceutical company. The Company is engaged in the development, production and distribution of pain-management products, narcotics and other drug-relief medicine. In its report on the consolidated financial statements for the year ended June 30, 2014, BDO China Shu Lun Pan Certified Public Accountants LLP expressed substantial doubt about the Company's ability to continue as a going concern, citing that the Company continues to incur losses from operations, has negative cash flow from operations and a working capital deficit. The Company reported a net loss of $8.63 million for the fiscal year ended June 30, 2014, compared to a net loss of $17.29 million last year. As of Sept. 30, 2014, the Company had $39.07 million in total assets, $38.44 million in total liabilities and $631,865 in total equity. ALION SCIENCE: Reports $43.9 Million Net Loss in Fiscal 2014 ------------------------------------------------------------ Alion Science and Technology Corporation, on Dec. 30, 2014, filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K for the year ended Sept. 30, 2014. The Company was unable to timely file its Report by the prescribed date because the Company needed additional time to complete certain disclosures and analyses to be included in the Report as a result of the complex issues related to the refinancing transactions completed in August 2014. The Company reported a net loss of $44.0 million on $804.8 million of contract revenue for the year ended Sept. 30, 2014, compared with a net loss of $36.6 million on $849 million of contract revenue for the year ended Sept. 30, 2013. The Company also reported a net loss of $41.4 million for the year ended Sept. 30, 2012. As of Sept. 30, 2014, the Company had $604.3 million in total assets, $802.5 million in total liabilities, $32.1 million in redeemable common stock, $2.33 million in series A preferred stock, $20.8 million in common stock warrants, secured notes, and a $253 million accumulated deficit. Deloitte & Touche LLP, in McLean, Virginia, did not include a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2014. The independent accounting firm previously issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Sept. 30, 2013, noting that the Company does not expect to be able to repay its existing debt at their scheduled maturities. The Company's financing needs, its recurring net losses, and its excess of liabilities over assets raise substantial doubt about its ability to continue as a going concern, the auditors stated. A full-text copy of the Form 10-K is available for free at: http://is.gd/2RaBeM About Alion Science Alion Science and Technology Corporation, based in McLean, Virginia, is an employee-owned company that provides scientific research, development, and engineering services related to national defense, homeland security, and energy and environmental analysis. Particular areas of expertise include communications, wireless technology, netcentric warfare, modeling and simulation, chemical and biological warfare, program management. * * * As reported by the TCR on Aug. 26, 2014, Standard & Poor's Ratings Services raised its corporate credit rating on McLean, Va.-based Alion Science and Technology Corp. to 'B-' from 'SD'. "The rating action follows Alion's completed exchange offer and a simultaneous refinancing transaction, whereby the company refinanced nearly its entire capital structure, except for about $24 million of 10.25% senior unsecured notes, which will mature in February 2015," said Standard & Poor's credit analyst Jenny Chang. In the May 23, 2014, edition of the TCR, Moody's Investors Service affirmed, among other things, Alion Science & Technology Corporation's ratings including the Caa2 Corporate Family Rating. The affirmation of Alion's Caa2 corporate family rating reflects the company's continued high leverage and weak interest coverage metrics that are not anticipated to improve meaningfully in the near-term, Moody's said. ALLIED DEFENSE: Makes Final Distribution of $0.10 Per Share ----------------------------------------------------------- The Allied Defense Group, Inc., made a final distribution of $0.10 per share pursuant to its plan of liquidation on Dec. 29, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. About The Allied Defense Group The Allied Defense Group, Inc., based in Baltimore, Maryland, previously conducted a multinational defense business focused on the manufacture and sale of ammunition and ammunition related products for use by the U.S. and foreign governments. Allied's business was conducted by two wholly owned subsidiaries: MECAR sprl, formerly MECAR S.A., and ADG Sub USA, Inc., formerly MECAR USA, Inc. Plan of Dissolution and Liquidation On June 24, 2010, the Company signed a definitive purchase and sale agreement with Chemring Group PLC pursuant to which Chemring agreed to acquire substantially all of the assets of the Company for $59,560 in cash and the assumption of certain liabilities. On Sept. 1, 2010, the Company completed the asset sale to Chemring contemplated by the Agreement. Pursuant to the Agreement, Chemring acquired all of the capital stock of Mecar for approximately $45,810 in cash, and separately Chemring acquired substantially all of the assets of Mecar USA for $13,750 in cash and the assumption by Chemring of certain specified liabilities of Mecar USA. A portion of the purchase price was paid through the repayment of certain intercompany indebtedness owed to the Company that would otherwise have been cancelled at closing. $15,000 of the proceeds of the sale was deposited into escrow to secure the Company's indemnification obligations under the Agreement. In conjunction with the Agreement, the Board of Directors of the Company unanimously approved the dissolution of the Company pursuant to a Plan of Complete Liquidation and Dissolution. The Company's stockholders approved the Plan of Dissolution on Sept. 30, 2010. In response to concerns of certain of the Company's stockholders, the Company agreed to delay the filing of a certificate of dissolution with the Delaware Secretary of State. The Company filed a certificate of dissolution with the Delaware Secretary of State on Aug. 31, 2011. In connection with this filing, the Company's stock transfer agent has ceased recording transfers of the Company's stock and the Company's stock is no longer publicly traded. AMERICAN POWER: Conference Call Held, to Focus on Profitability --------------------------------------------------------------- American Power Group Corporation held a telephonic conference call to provide an update on the Company to investors. "Our primary focus is cash flow positive and then profitability at which time we'll aggressively look at the possibility of uplisting to one of the national exchanges." A copy of the conference call transcript is available for free at: http://is.gd/nep37s About American Power Group American Power Group's alternative energy subsidiary, American Power Group, Inc., provides a cost-effective patented Turbocharged Natural Gas conversion technology for vehicular, stationary and off-road mobile diesel engines. American Power Group's dual fuel technology is a unique non-invasive energy enhancement system that converts existing diesel engines into more efficient and environmentally friendly engines that have the flexibility to run on: (1) diesel fuel and liquefied natural gas; (2) diesel fuel and compressed natural gas; (3) diesel fuel and pipeline or well-head gas; and (4) diesel fuel and bio-methane, with the flexibility to return to 100 percent diesel fuel operation at any time. The proprietary technology seamlessly displaces up to 80% of the normal diesel fuel consumption with the average displacement ranging from 40 percent to 65 percent. The energized fuel balance is maintained with a proprietary read-only electronic controller system ensuring the engines operate at original equipment manufacturers' specified temperatures and pressures. Installation on a wide variety of engine models and end-market applications require no engine modifications unlike the more expensive invasive fuel-injected systems in the market. Additional information at http://www.americanpowergroupinc.com/ American Power reported a net loss available to common stockholders of $3.25 million on $6.28 million of net sales for the year ended Sept. 30, 2014, compared to a net loss available to common stockholders of $2.92 million on $7.01 million of net sales for the year ended Sept. 30, 2013. As of Sept. 30, 2014, the Company had $8.52 million in total assets, $5.49 million in total liabilities and $3.02 million in total stockholders' equity. AP-LONG BEACH: U.S. Trustee, BofA Balk at Cash Use -------------------------------------------------- Peter Anderson, the U.S. Trustee for Region 16, and Bank of America, N.A., lender to the Debtor's owner, balk at AP-Long Beach Airport LLC's request for authority to use cash collateral securing its prepetition indebtedness to U.S. Bank, National Association. The Debtor is the borrower under a construction loan agreement with U.S. Bank in the principal amount of $37.8 million. As of the Petition Date, the Debtor owed $33.7 million plus unpaid interest and fees under the loan. The Debtor, in addition to seeking authority to use U.S. Bank's cash collateral, is also seeking approval of a stipulation, which provides for the lifting of the automatic stay to enable U.S. Bank to foreclose upon the commercial property located at 3205 Lakewood Boulevard, in Long Beach, California. U.S. Bank, however, agreed to forbear from the foreclosure provided that certain requirements relating to the repayment of the U.S. Bank Loan are satisfied on or before March 1, 2015. The Debtor and U.S. Bank agreed that if the U.S. Bank Loan has not been repaid by March 1, 2015, the Debtor consents to allow U.S. Bank to proceed with its non- judicial foreclosure sale. The U.S. Trustee complains that the stipulation between the Debtor and U.S. Bank contain clauses that exceed the scope of the stipulating parties and therefore, the clauses need to be removed or rewritten before the stipulation can be approved. Specifically, the U.S. Trustee points out that, without the benefit of the schedules of assets and liabilities, a section in the stipulation authorizes a "super-priority" administrative claim in a vacuum. The section, according to the U.S. Trustee, completely ignores the rights for the U.S. Trustee for claims for quarterly fees. Moreover, the U.S. Trustee objects to the Debtor's request for the Court to excuse the receiver's compliance with Section 543 of the Bankruptcy Code on a final basis. The U.S. Trustee opposes the request that the receiver be excused from turnover under Section 543 until all issues relating to the Debtor's bankruptcy case are fully resolved. BofA tells the Court that it does not oppose to the U.S. Bank Motion or the approval of the U.S. Bank Stipulation, but it filed a statement of position to indicate that in the event the Debtor does sell or refinance the Long Beach Property, it is entitled to a portion of the sale proceeds pursuant to the Distribution Agreement entered into between Abbey-Properties II, LLC, and BofA dated Feb. 3, 2012. According to BofA, AP II LLC is the sole owner of all of the membership interests in the Debtor, and pursuant to the Distribution Agreement, AP II, LLC, has agreed that in the event of a sale of the Long Beach Property, AP II LLC will cause sale proceeds to be distributed to pay BofA the amount specified in the Distribution Agreement, or in the event of a refinance of the Long Beach Property, provided certain conditions occur, AP II LLC will place certain proceeds from the refinance into a pledged account with BofA. The U.S. Trustee is represented by: Jill M. Sturtevant Assistant U.S. Trustee Kelly L. Morrison, Esq. Trial Attorney OFFICE OF THE UNITED STATES TRUSTEE 915 Wilshire Blvd., Suite 1850 Los Angeles, CA 90017 Tel: (213) 894-2656 Fax: (213) 894-2603 E-mail: Kelly.L.Morrison@usdoj.gov BofA is represented by: Donald L. Gaffney, Esq. Jasmin Yang, Esq. SNELL & WILMER L.L.P. 350 South Grand Avenue, Suite 2600 Los Angeles, CA 90071 Tel: (213) 929-2500 Fax: (213) 929-2525 E-mail: bgaffney@swlaw.com jyang@swlaw.com About AP-Long Beach AP-Long Beach Airport LLC, which operates a 206,945-square foot building at Long Beach Airport, sought protection under Chapter 11 of the Bankruptcy Code (Bankr. C.D. Cal. Case No. 14-33372) on Dec. 19, 2014. The case is assigned to Judge Vincent P. Zurzolo. The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman, Esq., at Irell & Manella LLP. AP-LONG BEACH: Schedules Filing Date Extended to Feb. 2 ------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California, Los Angeles Division, extended AP-Long Beach Airport LLC's deadline to file its schedules of assets and liabilities and statement of financial affairs to Feb. 2, 2015. About AP-Long Beach AP-Long Beach Airport LLC, which operates a 206,945-square foot building at Long Beach Airport, sought protection under Chapter 11 of the Bankruptcy Code on Dec. 19, 2014 (Bankr. C.D. Cal. Case No. 14-33372). The case is assigned to Judge Vincent P. Zurzolo. The Debtor's counsel is Alan J Friedman, Esq., and Kerri A Lyman, Esq., at Irell & Manella LLP. BALMORAL RACING: Empress Casino, et al., Seek to Liquidate Claims ----------------------------------------------------------------- Empress Casino Joliet Corporation, Des Plaines Development Limited Partnership, d/b/a Harrah's Casino Cruises Joliet, Hollywood Casino-Aurora, Inc., and Elgin Riverboat Resort-Riverboat Casino, d/b/a Grand Victoria Casino, filed a motion with the U.S. Bankruptcy Court for the Northern District of Illinois, Eastern Division, seeking limited relief from the automatic stay. On Dec. 11, 2014, following a six-day jury trial, Judge Matthew F. Kennelly in the U.S. District Court for the Northern District of Illinois entered judgment for the Judgment Creditors and against Balmoral Racing Club, Inc., Maywood Park Trotting Association, Inc., and John Johnston, pursuant to the Racketeer Influenced and Corrupt Organizations Act, 18 U.S.C. Section 1964, and state-law theories of Civil Conspiracy and Unjust Enrichment. As a result of the Debtors' conspiracy with a RICO Enterprise that was comprised of former Illinois Governor Rod Blagojevich, Blagojevich's campaign fund, Friends of Blagojevich, and others, the Debtors received $26.3 million of the Judgment Creditors' revenue, which was distributed to the Debtors in 2010 and 2011, during the pendency of the RICO case. Ultimately, the judgment against the Debtors and Johnston, jointly and severally, totaled $77.8 million. This was determined by trebling the jury's determination of $25,940,000 in compensatory damages to $77,820,000, consistent with RICO. The jury further awarded, and the judgment includes, $4 million in punitive damages against Johnston individually, based on his participation in the illegal conspiracy with Blagojevich. The Judgment Creditors assert that they would have been entitled to commence execution on the judgment on Dec. 26, but to avoid execution on the judgment, and in lieu of posting security to delay execution, the Debtors on Dec. 24, filed their voluntary bankruptcy petitions in the Bankruptcy Court. Johnston separately filed an individual petition on December 23. Accordingly, the Judgment Creditors seek the entry of an order granting immediate, discrete and limited relief from the automatic stay to allow them: (a) to liquidate their claim for costs, including attorneys' fees, pursuant to RICO and consistent with the procedures stated in Local Rule 54.3; and (b) to utilize citation proceedings to preserve and identify potential assets of the estate held by non-Debtor affiliates. So long as the bankruptcy proceedings continue, the Judgment Creditors tell the Bankruptcy Court they do not seek relief from the stay to obtain the monies identified through these two steps, but instead seek to have included in these proceedings and in the estate their claim for costs/fees and any assets identified through the citations proceedings. Counsel for the Judgment Creditors are: Michael M. Eidelman, Esq. VEDDER PRICE P.C. 222 North LaSalle Street, Suite 2600 Chicago, IL 60601 Tel: (312) 609-7500 Fax: (312) 609-5005 E-mail: mjedelman@vedderprice.com -- and -- Robert M. Andalman, Esq. Andrew R. Greene, Esq. A&G Law LLC 542 South Dearborn, 10th Floor Chicago, IL 60605 Tel: (312) 341-3900 Fax: (312) 341-0700 E-mail: randalman@aandglaw.com agreene@aandglaw.com About Balmoral Racing Illinois-based affiliates Balmoral Racing Club, Inc. (Bankr. N.D. Ill. Case No. 14-45711) and Maywood Park Trotting Association, Inc. (Bankr. N.D. Ill. Case No. 14-45718) filed for Chapter 11 bankruptcy protection on Dec. 24, 2014, to continue operations into 2015 and protect themselves against property seizure. Alexander F Brougham, Esq., Chad H. Gettleman, Esq., and Nathan Q. Rugg, Esq., at Adelman & Gettleman, Ltd., serve as the Debtors' bankruptcy counsel. ARISTA POWER: Zwick & Banyai Replaces EFP Rotenberg as Auditors --------------------------------------------------------------- Arista Power, Inc., was advised by its independent registered accounting firm, EFP Rotenberg, LLP, of its intention to cease serving as the Company's independent registered public accounting firm upon the Company identifying a successor firm, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company understands that the basis for EFPR's decision is that EFPR has made a strategic decision to serve public companies in roles other than as the independent auditor. On Dec. 23, 2014, the Company engaged Zwick & Banyai PLLC as its independent registered public accounting firm, and EFPR resigned as the Company's independent registered public accounting firm. The decision to engage Zwick & Banyai was approved by the audit committee of the Company's board of directors. EFPR has informed the Company that it will cooperate and assist with an orderly transition of audit firms and the Company has authorized EFPR to respond fully to any inquiries of the successor auditor. EFPR's reports on the financial statements of the Company for each of the past two fiscal years have neither contained an adverse opinion or a disclaimer of opinion, nor been qualified or modified as to uncertainty, audit scope or accounting principles, except that, the reports included an explanatory paragraph with respect to the uncertainty as to the Company's ability to continue as a going concern. During the past two fiscal years and in the subsequent interim period through Dec. 23, 2014, there were (i) no disagreements with EFPR on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. During the two most recent fiscal years and in the subsequent interim period through Dec. 23, 2014, the Company has not consulted with Zwick & Banyai with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion. Fails to Pay $1.2 Million Loan The borrowings and accrued interest under the Company's Loan Agreement, dated Sept. 4, 2012, with TMK-ENT, Inc., as amended on Nov. 13, 2012, Dec. 21, 2012, and May 29, 2013, were due and payable on Dec. 21, 2014. The Loan Agreement provided a working capital revolving line of credit of up to $1,250,000. Borrowings and accrued interest under the line of credit amounted to $1,234,000 as of Dec. 21, 2014. The Company did not repay such amounts due and payable to the Lender on Dec. 21, 2014. The Company has initiated discussions with the Lender regarding amending or restructuring the Loan Agreement. About Arista Power Rochester, N.Y.-based Arista Power, Inc., is a developer, manufacturer, and supplier of custom-designed power management systems, renewable energy storage systems, and a supplier and designer of solar energy systems. Arista Power reported a net loss of $3.27 million on $2.19 million of sales for the year ended Dec. 31, 2013, as compared with a net loss of $3.48 million on $1.99 million of sales for the year ended Dec. 31, 2012. The Company's balance sheet at Sept. 30, 2014, showed $2.09 million in total assets, $3.56 million in total liabilities and a $1.47 million total stockholders' deficit. EFP Rotenberg, LLP, in Rochester, 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 recurring losses have resulted in an accumulated deficit and ongoing operation is dependent upon improved results from operation and additional financing. These conditions raise substantial doubt about its ability to continue as a going concern. Bankruptcy Warning "We may also seek additional financing to accelerate our growth. If we raise additional funds through the issuance of equity or convertible debt securities, the percentage ownership of the Company held by existing shareholders will be reduced and our shareholders may experience significant dilution. In addition, new securities may contain rights, preferences or privileges that are senior to those of our common stock. If we raise additional capital by incurring debt, this will result in increased interest expense. There can be no assurance that acceptable financing necessary to further implement our plan of operation can be obtained on suitable terms, if at all. Our ability to develop our business could suffer if we are unable to raise additional funds on acceptable terms, which would have the effect of limiting our ability to increase our revenues, develop our products, attain profitable operations, or even may result in our business filing for bankruptcy protection or otherwise ending our operations which could result in a significant or complete loss of your investment," the Company said in the Annual Report for the year ended Dec. 31, 2013. BANK BUILDING ASSOC: Case Summary & 16 Largest Unsec. Creditors --------------------------------------------------------------- Debtor: Bank Building Associates Limited Partnership 335 Ridge Road Monmouth Junction, NJ 08852 Case No.: 14-35958 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 30, 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, president of USRR, Inc., and general partner of USLR, general partner of the Debtor. A list of the Debtor's 16 largest unsecured creditors is available for free at http://bankrupt.com/misc/njb14-35958.pdf BG MEDICINE: Automated Galectin-3 Testing Gets FDA Clearance ------------------------------------------------------------ The U.S. Food and Drug Administration, on Dec. 29, 2014, made publicly available the 510(k) clearance for premarket notification number K140436, which represents the first automated version of galectin-3 testing to receive regulatory clearance in the United States, according to a regulatory filing with the U.S. Securities and Exchange Commission. BG Medicine, Inc., is the developer of the BGM Galectin-3(R) Test, which is the FDA-cleared manual microtiter plate version of the galectin-3 test, and the licensor of this first automated galectin-3 assay, which is used with the Abbott ARCHITECT(R) fully-automated immunoassay analyzer. The new assay will be commercialized through an agreement between BG Medicine and Abbott Laboratories. As cleared by the FDA, galectin-3 testing may be used by doctors in conjunction with clinical evaluation as an aid in assessing the prognosis of patients diagnosed with chronic heart failure. The FDA clearance of the first automated assay represents a significant commercial milestone for the Company and paves the way for the introduction of automated testing for galectin-3 throughout the United States. The Company believes that the introduction of automated galectin-3 testing will minimize objections related to the more labor intensive manual microtiter plate testing method, improve access to galectin-3 testing, shorten turn-around time for delivery of test results, and, as a result, accelerate adoption of galectin-3 testing in the United States. About BG Medicine Waltham, Mass.-based BG Medicine is a diagnostics company focused on the development and commercialization of novel cardiovascular diagnostic tests to address significant unmet medical needs, improve patient outcomes and contain healthcare costs. The Company is currently commercializing two diagnostic tests, the first of which is the BGM Galectin-3 test, a novel assay for measuring galectin-3 levels in blood plasma or serum for use as an aid in assessing the prognosis of patients diagnosed with heart failure. The Company's second diagnostic test is the CardioSCORE test, which is designed to identify individuals at high risk for near-term, significant cardiovascular events, such as heart attack and stroke. BG Medicine reported a net loss of $15.84 million on $4.07 million of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $23.76 million on $2.81 million of total revenues during the prior year. The Company's balance sheet at June 30, 2014, showed $11.24 million in total assets, $7.25 million in total liabilities and $3.98 million in total stockholders' equity. Deloitte & Touche LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company's recurring losses from operations, recurring cash used in operating cash flows and stockholders' deficit raise substantial doubt about its ability to continue as a going concern. BLUE STAR PROPERTIES: Case Summary & 5 Top Unsecured Creditors -------------------------------------------------------------- Debtor: Blue Star Properties, LLC 141 Main Street, Suite G1 Prince Frederick, MD 20678 Case No.: 14-29602 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 30, 2014 Court: United States Bankruptcy Court District of Maryland (Greenbelt) Judge: Hon. Paul Mannes Debtor's Counsel: Merrill Cohen, Esq. COHEN, BALDINGER & GREENFELD, LLC 2600 Tower Oaks Blvd., Suite 103 Rockville, MD 20852 Tel: 301-881-8300 Email: merrillc@cohenbaldinger.com Total Assets: $1.39 million Total Liabilities: $1.46 million The petition was signed by William Deavers, president. A list of the Debtor's five largest unsecured creditors is available for free at http://bankrupt.com/misc/mdb14-29602.pdf BOOMERANG SYSTEMS: Had $2.6MM Loss in 2014, Warns of Bankruptcy --------------------------------------------------------------- Boomerang Systems, Inc., filed with the U.S. Securities and Exchange Commission its annual report on Form 10-K disclosing a net loss of $2.66 million on $5.44 million of total revenues for the year ended Sept. 30, 2014, compared to a net loss of $11.2 million on $2.71 million of total revenues for the year ended Sept. 30, 2013. As of Sept. 30, 2014, the Company had $5.10 million in total assets, $27.6 million in total liabilities, and a $22.5 million stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan and Security Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan and Security Agreement, notes and agreements, we would be in default. A default under the Loan and Security Agreement could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan and Security Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan and Security Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan and Security Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the Report. "We have a limited amount of cash to grow our operations. If we cannot obtain additional sources of cash, our growth prospects and future profitability may be materially adversely affected and we may not be able to implement our business plan or fulfill contracts. Such additional financing may not be available on satisfactory terms or it may not be available when needed, or at all," the Company added. A full-text copy of the Form 10-K is available for free at: http://is.gd/niIm4z About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. BOOMERANG SYSTEMS: Inks 3rd Amendment to 2013 Loan Agreement ------------------------------------------------------------ Boomerang Systems, Inc., and its wholly-owned subsidiaries Boomerang Sub, Inc., Boomerang USA Corp. and Boomerang MP Holdings Inc., entered into a third amendment to Loan and Security Agreement dated as of June 6, 2013, with existing lenders and lenders who became a lender party thereto and the Agent, according to a regulatory filing with the U.S. Securities and Exchange Commission. Pursuant to the Amendment, the Lenders committed an additional $7,075,000 of loans to the Borrowers, increasing the total amount of Lenders commitments to $14,925,000. In addition, the Amendment increased the maximum amount of commitments the Borrowers could obtain under the Loan and Security Agreement to $15 million. MRP Holdings LLC, an entity owned by Mark Patterson, the chief executive officer and a director and principal stockholder of the Company, increased its commitment as an affiliate lender by an additional $200,000. Parking Source, LLC, a principal stockholder of the Company, increased its commitment as an affiliate lender by an additional $1,600,000. Albert Behler, a principal stockholder of the Company, increased his commitment as an affiliate lender by an additional $200,000. In addition, Fox Hunt Wine Collectors, LLC, an entity managed by Peter Mulvihill, brother of Chris Mulvihill, the Company's president and a principal stockholder of the Company, became an affiliated lender through a commitment of $1,000,000. About Boomerang Systems Headquartered in Morristown, New Jersey, Boomerang Systems, Inc. (Pink Sheets: BMER) through its wholly owned subsidiary, Boomerang Utah, is engaged in the design, development, and marketing of automated racking and retrieval systems for automobile parking and automated racking and retrieval of containerized self-storage units. Boomerang Systems incurred a net loss of $11.22 million for the year ended Sept. 30, 2013, following a net loss of $17.42 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $5.54 million in total assets, $24.56 million in total liabilities and a $19.02 million total stockholders' deficit. Bankruptcy Warning "Our operations may not generate sufficient cash to enable us to service our debt. If we were to fail to make any required payment under the Loan Agreement, notes and agreements governing our indebtedness or fail to comply with the covenants contained in the Loan Agreement, notes and agreements, we would be in default. A debt default could significantly diminish the market value and marketability of our common stock and could result in the acceleration of the payment obligations under all or a portion of our consolidated indebtedness, or a renegotiation of our Loan Agreement with more onerous terms and/or additional equity dilution. If the debt holders were to require immediate payment, we might not have sufficient assets to satisfy our obligations under the Loan Agreement, notes or our other indebtedness. It may also enable their lenders under the Loan Agreement to foreclose on the Company's assets and/or its ownership interests in its subsidiaries. In such event, we could be forced to seek protection under bankruptcy laws, which could have a material adverse effect on our existing contracts and our ability to procure new contracts as well as our ability to recruit and/or retain employees. Accordingly, a default could have a significant adverse effect on the market value and marketability of our common stock," the Company said in the annual report for the year ended Sept. 30, 2013. BRUGNARA PROPERTIES: Case Summary & 5 Unsecured Creditors --------------------------------------------------------- Debtor: Brugnara Properties VI 224 Sea Cliff Ave. San Francisco, CA 94121 Case No.: 14-31867 Chapter 11 Petition Date: December 31, 2014 Court: United States Bankruptcy Court Northern District of California (San Francisco) Judge: Hon. Hannah L. Blumenstiel Debtor's Counsel: Erik G. Babcock, Esq. LAW OFFICE OF ERIK G. BABCOCK 717 Washington St. 2nd Fl Oakland, CA 94607 Tel: (510) 452-8400 Estimated Assets: $10 million to $50 million Estimated Liabilities: $1 million to $10 million The petition was signed by Luke Brugnara, president. List of Debtor's five Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Erik Babcock Legal Fees $15,000 Priscilla Harley Services Rendered $10,000 SF Public Utilities Water $1,589 Golden Gate Disposal Waste Disposal $1,300 PG&E #5079785673-4 Utilities $651 CAESARS ENTERTAINMENT: Agrees on Restructuring Agreement Terms -------------------------------------------------------------- Caesars Entertainment Corporation, Caesars Entertainment Operating Company, Inc., a majority owned subsidiary of CEC, and holders of over 39% of claims in respect of CEOC's 11.25% senior secured notes due 2017, CEOC's 8.5% senior secured notes due 2020 and CEOC's 9% senior secured notes due 2020 agreed on terms for the operating leases, the Management and Lease Support Agreement, the debt facilities and the backstop agreement in connection with the restructuring of CEOC's indebtedness contemplated by the Restructuring Support and Forbearance Agreement, dated as of Dec. 19, 2014, among CEC, CEOC and the Consenting Creditors. Operating Leases As previously reported, CEOC will be restructured as a separate operating company ("OpCo") and property company ("PropCo"), with a real estate investment trust directly or indirectly owning and controlling PropCo. Under the proposed restructuring, there will be two separate leases: one for the Caesars Palace Las Vegas facility and a second for certain other properties currently owned by CEOC other than the CPLV Facility. Management and Lease Support Agreement Pursuant to the terms of the MLSA, (i) a wholly-owned subsidiary of CEC will manage the Facilities and (ii) CEC will guarantee the payment and performance of all the monetary obligations of OpCo under the Leases. The Manager will manage the Facilities on reasonable and customary terms acceptable to the parties to the MLSA that are no less favorable to OpCo than current practice. The Facilities will continue to have access to services provided by Caesars Enterprise Services, LLC, including use of the Total Rewards(R) program. The MLSA will be coterminous with the Leases, and may not be terminated while the Leases are in effect without the consent of PropCo. If the MLSA is terminated, the Manager will continue to manage the Facilities (and the CEC guarantee of the Leases will remain in effect) during a post-termination management transition period. The MLSA will contain covenants that will limit CEC's ability (i) to sell certain assets and (ii) to pay dividends on or make other distributions in respect of its capital stock or make other restricted payments. Debt Facilities New First Lien OpCo Debt OpCo will issue up to $1,188 million in principal amount of first lien debt with a six year term and interest at LIBOR plus 4.00% with a 1% LIBOR floor. New Second Lien OpCo Debt OpCo will issue up to $547 million in principal amount of second lien debt with a seven year term and interest at 8.5%. The New Second Lien OpCo Debt will consist of a single tranche of notes that will be issued under an indenture typical and customary in the case of second lien senior secured notes issued pursuant to an exit financing. New First Lien PropCo Debt PropCo will issue $2,392 million in principal amount of first lien debt with a five year term and interest at LIBOR plus 3.5% with a 1% LIBOR floor. New Second Lien PropCo Debt PropCo will issue $1,425 million in principal amount of second lien debt with a six year term and interest at 8.0%. The New Second Lien OpCo Debt will consist of a single tranche of notes that will be issued under an indenture typical and customary in the case of second lien senior secured notes issued pursuant to an exit financing. CPLV Debt Caesars Palace Las Vegas will issue $2,600 million in debt. No less than $2,000 million of such debt will be sold to third party investors for cash proceeds. Any remaining debt up to $600 million will constitute "CPLV Mezzanine Debt". The weighted average yield on the CPLV Market Debt and CPLV Mezzanine Debt will be capped such that the annual debt service will not exceed $130 million, with the cap increased by $2 million for every $100 million of CPLV Mezzanine Debt that is converted into PropCo equity in connection with the Restructuring. The terms of the CPLV Market Debt will depend on market conditions at the time of issuance and there can be no assurance that the CPLV Market Debt can be issued on terms satisfactory to PropCo or at all. Backstop Agreement The Parties agreed on slightly revised terms to the backstop agreement, including, among other things, to extend from Dec. 24, 2014, to Dec. 29, 2014, the date by which any holder of the First Lien Notes may sign the RSA and have the option to elect to join the backstop for the $300 million of preferred equity of PropCo, as previously disclosed by CEC and CEOC on Dec. 24, 2014. Additional Agreements The RSA provides that CEC, its affiliates and other parties will receive full releases in return for contributions to be made to CEOC in connection with the Restructuring, including cash, the guaranty of lease payments, a backstop without fee of the sale of OpCo and PropCo equity, the right of first refusal to purchase certain properties and the provision of management services without fee. CEC and CEOC have agreed that, depending upon the valuation of CEC's contributions by CEOC's financial advisor, CEC may be required to make additional contributions of value to CEOC that may be material in return for releases. There are no assurances that the RSA will become effective or that the Restructuring will be completed on the terms contemplated or at all. A full-text copy of the Form 8-K report is available at: http://is.gd/LZ0Qpi 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 $24.5 billion in total assets, $28.20 billion in total liabilities and a $3.71 billion total deficit. * * * 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'. In May 2014, Moody's Investors Service affirmed the Caa3 corporate family rating and Caa3-PD probability of default ratings. The negative rating outlook reflects Moody's view that CEOC will pursue a debt restructuring in the next year. Ratings could be lowered if CEOC does not take steps to address it unsustainable capital structure. Ratings improvement is not expected unless there is a significant reduction in CEOC's $18 billion debt load. As reported by the TCR on Dec. 18, 2014, Fitch Ratings downgraded the Issuer Default Rating (IDR) of Caesars Entertainment Operating Company (CEOC) to 'C' from 'CC'. The downgrade of the IDR to 'C' reflects CEOC's missed $223 million interest payment to the holders of the 10% second lien notes that was due December 15. As reported by the TCR on Dec. 18, 2014, Moody's Investors Service downgraded the ratings of Caesars Entertainment Operating Company, including the corporate family rating, to Ca from Caa3. As reported by the TCR on Dec. 18, 2014, Standard & Poor's Ratings Services lowered its corporate credit rating to 'D' from 'CCC-' on Caesars Entertainment Operating Co. Inc. (CEOC), a majority-owned subsidiary of Caesars Entertainment Corp. "We lowered the rating as a result of the company's decision not to pay approximately $225 million in interest that was due on Dec. 15, 2014 on $4.5 billion of 10% second-priority senior secured notes due 2015 and 2018," said Standard & Poor's credit analyst Melissa Long. CASINO REINVESTMENT: S&P Cuts Rating on Parking Fee Bonds to 'BB' ----------------------------------------------------------------- Standard & Poor's Ratings Services has lowered its rating on Casino Reinvestment Development Authority (CRDA), N.J., series 2005A (tax-exempt) and 2005B (taxable) parking fee revenue bonds to 'BB' from 'BBB+'. At the same time, Standard & Poor's removed the ratings from CreditWatch, where they had been placed July 22 with negative implications. The outlook is negative, reflecting the potential weakness from further deterioration to Atlantic City's gaming industry and, therefore, to the bonds' revenue base. "The downgrade reflects substantially weakened projected coverage due to the significant reduction to the bond's revenue base, following the closure of four out of the 12 casinos that support the bonds," said Standard & Poor's credit analyst John Sugden. The rating reflects what S&P views as these credit weaknesses: -- Increased competition from casino openings in neighboring states, especially Pennsylvania, which have weakened Atlantic City casinos gross revenue performance and made the city less attractive as a gaming destination; -- Increased reliance on a concentrated and shrinking group of Atlantic City casinos, with four out of an original 12 casinos having closed to date in 2014 and the potential for at least one more casino closure; -- Pledged revenue declines due to a reduced parking revenue base, with 30% of parking spaces closed and the potential for that to increase further should other casinos close, and a history of declining car traffic to Atlantic City; and -- Declining investment alternative tax (IAT) revenues due to weaker casino revenue performance and reduced statutory contribution levels in 2014 and beyond. The bonds are secured by $2.50 out of a $3 statutory parking fee collected at 12 casinos as well as a $1 casino contractual fee collected at 11 of the 12 casinos. Although statutory parking fees were collected at the Revel Casino, it did not contribute the $1 casino contractual parking fee as it was not part of the original agreement. In addition, through 2018, the authority also receives proceeds from certain statutory IAT obligations paid by the casinos. In 2013, 53% of total pledged revenues came from the statutory parking fee, 28% from IAT, and 19% from contractual parking fees. The bonds are paid first from statutory parking revenues fees and, to the extent needed, from IAT and contractual parking fee revenues. The negative outlook reflects the significant uncertainty tied to Atlantic City's gaming industry in light of a reduced revenue base and increased competition. Furthermore, the loss of one-quarter of its casinos, brings into question Atlantic City's attractiveness as a gaming destination. In S&P's view, there could be potential for further credit deterioration if Atlantic City experiences additional casino closures, or in the absence of additional closures, there are continued revenue declines due to increased competition from neighboring states. S&P will continue to monitor revenues and could lower the rating by one or more notches within the next six months if collections point to weaker debt service coverage than currently assumed. Should pledged revenues stabilize at a level higher than currently anticipated as a result of reopening or repurposing of the currently closed casinos, improved performance of the remaining casinos, or state intervention, S&P could revise the outlook to stable. Should revenue performance improve significantly and the revenue base stabilize, S&P could consider a higher rating; however, given the further declines in IAT revenue contributions due to increased competition from neighboring states, S&P don't anticipate this outcome over the two-year outlook horizon. CATASYS INC: Signs $1.1 Million Securities Purchase Agreements -------------------------------------------------------------- Between Dec. 22 and 23, 2014, Catasys, Inc., entered into securities purchase agreements with several investors, including Crede CG III, Ltd., an affiliate of Terren S. Peizer, chairman and chief executive officer of the Company, and Steve Gorlin, a member of the Company's board of directors, relating to the sale and issuance of an aggregate of 550,000 shares of the Company's common stock, par value $0.0001 per share, at a price of $2.00 per share for aggregate gross proceeds to the Company of $1.1 million. Chardan Capital Markets, LLC, acted as the sole placement agent for this Offering, in consideration for which it received 25,000 restricted shares of Common Stock of the Company. Crede has purchased 70,000 shares of Common Stock in the Offering and Mr. Gorlin has purchased 150,000 shares of Common Stock in the Offering. After giving effect to the Offering, Mr. Peizer beneficially owns approximately 62.0% of the Common Stock of the Company, including shares underlying options and warrants (or approximately 67.0% on a fully diluted basis). About Catasys Inc. Based in Los Angeles, California, Hythiam, Inc., n/k/a Catasys, Inc., is a healthcare services management company, providing through its Catasys(R) subsidiary specialized behavioral health management services for substance abuse to health plans. Catasys reported a net loss of $4.67 million on $866,000 of total revenues for the 12 months ended Dec. 31, 2013, as compared with a net loss of $11.64 million on $541,000 of total revenues during the prior year. Rose, Snyder & Jacobs LLP, in Encino, California, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred significant operating losses and negative cash flows from operations during the year ended Dec. 31, 2013. These conditions raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning "Our financial statements have been prepared on the basis that we will continue as a going concern. At September 30, 2014, cash and cash equivalents amounted to $1.5 million and we had a working capital deficit of approximately $1.5 million. In January 2014, May 2014, and September 2014, we closed on financings of approximately $1.0, $1.5, and $1.5 million, respectively. We have incurred significant operating losses and negative cash flows from operations since our inception. During the nine months ended September 30, 2014, our cash used in operating activities of continuing operations was $3.4 million. We anticipate that we could continue to incur negative cash flows and net losses for the next twelve months. The financial statements do not include any adjustments relating to the recoverability of the carrying amount of the recorded assets or the amount of liabilities that might result from the outcome of this uncertainty. As of September 30, 2014, these conditions raised substantial doubt as to our ability to continue as a going concern. We expect our current cash resources to cover expenses through the end of December 2014, however delays in cash collections, revenue, or unforeseen expenditures, could negatively impact our estimate. We are in need of additional capital, however, there is no assurance that additional capital can be timely raised in an amount which is sufficient for us or on terms favorable to us and our stockholders, if at all. If we do not obtain additional capital, there is a significant doubt as to whether we can continue to operate as a going concern and we will need to curtail or cease operations or seek bankruptcy relief. If we discontinue operations, we may not have sufficient funds to pay any amounts to stockholders," the Company stated in its quarterly report for the period ended Sept. 30, 2014. CASPIAN SERVICES: Delays Form 10-K for 2014, Expects $16.6MM Loss ----------------------------------------------------------------- Caspian Services, Inc., notified the U.S. Securities and Exchange Commission that its annual report on Form 10-K for the year ended Sept. 30, 2014, could not be timely filed because management requires additional time to compile and verify the data required to be included in the report. The report will be filed within 15 calendar days of the date the original report was due. The Company anticipates that during the fiscal year ended Sept. 30, 2014, total revenues will have decreased approximately 10% compared to the fiscal year ended Sept. 30, 2013. This decrease is attributable to decreases in vessel and geophysical services revenues of approximately 17% and 3%, respectively. The Company anticipates marine base revenue will have increased approximately 42%. The Company believes that total costs and operating expenses will be essentially flat decreasing approximately 5% during the twelve months ended Sept. 30, 2014. The Company expects to realize a loss from operations for the year ended Sept. 30, 2014, of approximately $4.4 million compared to loss from operations of approximately $3.2 million during the year ended Sept. 30, 2013. This increase in loss from operations is largely attributable to the decreases in vessel and geophysical services revenues, which outpaced the decrease in total costs and operating expenses. During fiscal 2014 the Company expects to realize net other expense of approximately $14.7 million compared to net other expense of approximately $6.6 million during fiscal 2013. This increase in net other expense is largely attributable to an anticipated increase in foreign currency transaction loss of approximately $6 million and an anticipated decrease in net other non-operating income of approximately $1.9 million. During fiscal 2014 the Company anticipates realizing a net loss attributable to Caspian Services of approximately $16.6 million, compared to a net loss attributable to Caspian Services of $11.5 million, during fiscal 2013. The Company anticipates realizing total comprehensive loss of approximately $22.2 million during fiscal 2014 compared to $12.3 million during fiscal 2013. About Caspian Services Headquartered in Salt Lake City, Caspian Services, Inc., was incorporated under the laws of the state of Nevada on July 14, 1998. Since February 2002 the Company has concentrated its business efforts to provide diversified oilfield services to the oil and gas industry in western Kazakhstan and the Caspian Sea, including providing a fleet of vessels, onshore, transition zone and marine seismic data acquisition and processing services and a marine supply and support base in the port of Bautino, in Bautino Bay, Kazakhstan. Caspian Services incurred a net loss of $11.82 million on $33.08 million of total revenues for the year ended Sept. 30, 2013, as compared with a net loss of $15.95 million on $24.74 million of total revenues during the prior fiscal year. As of June 30, 2014, the Company had $65.68 million in total assets, $93.76 million in total liabilities and a $28.07 million total deficit. Haynie & Company, P.C., in Salt Lake City, Utah, issued a "going concern" qualification on the consolidated financial statements for the year ended Sept. 30, 2013. The independent auditors noted that a Company creditor has indicated that it believes the Company may be in violation of certain covenants of certain substantial financing agreements. The financing agreements have acceleration right features that, in the event of default, allow for the loan and accrued interest to become immediately due and payable. As a result of this uncertainty, the Company has included the note payable and all accrued interest as current liabilities at Sept. 30, 2013. At Sept. 30, 2013, the Company had negative working capital of approximately $66,631,000. Uncertainty as to the outcome of these factors raises substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning To help the Company meet its additional funding obligations to construct the marine base, in 2008 the Company entered into two facility agreements pursuant to which the Company received debt funding of $30,000. In June and July 2011, Mr. Bakhytbek Baiseitov (the "Investor") acquired the two facility agreements. In September 2011 the Company issued the Investor two secured promissory notes, a Secured Non-Negotiable Promissory Note in the principal amount of $10,800 and a Secured Convertible Consolidated Promissory Note in the principal amount of $24,446 in connection with restructuring the facility agreements. During December 2012 the Company, the European Bank for Reconstruction and Development and the Investor outlined the terms of a potential restructuring of the Company's financial obligations to EBRD and the Investor in a non-binding term sheet. Throughout the fiscal year the parties have worked to negotiate definitive agreements pursuant to the terms set out in the Term Sheet. Subsequent to the fiscal year end, negotiations between EBRD, the Investor and the Company to restructure the Company's financial obligations pursuant to the terms of the Term Sheet stalled and have been discontinued. However, the Company has engaged in new discussions with EBRD regarding a possible restructuring of its financial obligations to EBRD. According to the Company's 2013 Annual Report, "Should EBRD or the Investor determine to accelerate the Company's repayment obligations to them, the Company currently has insufficient funds to repay its obligations to EBRD or the Investor, individually or collectively, and would be forced to seek other sources of funds to satisfy these obligations. Given the Company's current and near-term anticipated operating results, the difficult credit and equity markets and the Company's current financial condition, the Company believes it would be very difficult to obtain new funding to satisfy these obligations. If the Company is unable to obtain funding to meet these obligations EBRD or the Investor could seek any legal remedies available to them to obtain repayment, including forcing the Company into bankruptcy, or in the case of the EBRD loan, which is collateralized by the assets, including the marine base, and bank accounts of Balykshi and CRE, foreclosure by EBRD on such assets and bank accounts. The Company has also agreed to collateralize the Investor's Notes with non- marine base related assets." CHINA CARBON: Lack of Capital May Force Cessation of Operations --------------------------------------------------------------- China Carbon Graphite Group, Inc., filed its quarterly report on Form 10-Q, reporting net income of $50,400 on $99,200 of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $6.89 million on $nil of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $2.32 million in total assets, $1.8 million in total current liabilities, and a stockholders' deficit of $0.53 million. The Company has incurred significant operating losses and working capital deficit. The ability of the Company to continue as a going concern is dependent on the Company obtaining adequate capital to fund operating losses until it becomes profitable. If the Company is unable to obtain adequate capital, it could be forced to cease operations, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/o0vZGg China Carbon Graphite Group, Inc. (OTCMKTS:CHGI) manufactures graphite-based products that are used in the manufacturing of other products, including non-ferrous metals and steel. The Xinghe County, Inner Mongolia-based Company's products are also incorporated in other types of products or processes like atomic reactors. COMMUNITYONE BANCORP: Closes $25 Million Common Stock Offering -------------------------------------------------------------- CommunityOne Bancorp, the bank holding company for CommunityOne Bank, N.A., announced that it completed a private placement of $25 million of its common stock, positioning the Company to grow its earning assets, including its loan portfolio, in 2015. In the offering, the Company issued its stock to certain "accredited investors" within the meaning of the Securities Act of 1933, as amended, at a purchase price of $10.56 per share. The terms of the offering were set forth in a Subscription Agreement, dated as of Dec. 29, 2014, entered into between the Company and each investor. The proceeds from the offering will allow the Company to increase its banking activities in its communities as the economy continues to strengthen. During 2014, the Bank invested in expanded commercial, real estate and residential mortgage lending capacity through hiring and geographic expansion into Raleigh and Winston Salem, North Carolina, and as reported, experienced 15% annualized loan growth in the 3rd quarter. "The participation by our largest investors in the Offering indicates their support of our 2015 goals," said Chan Martin, Chairman of the Company's Board of Directors. "We look forward to continuing to serve the communities in which we do business next year." "We are very pleased with the success of the Offering," said Bob Reid, president and CEO of the Company. "The proceeds from the offering should allow us to continue to invest in our lending platforms in order to support continued robust loan growth into the new year." The Company's common stock was offered and sold only to investors that met the "accredited investor" definition of Rule 501 of the Securities Act in reliance on the exemption from registration afforded under Section 4(2) of the Securities Act and Rule 506 of Regulation D under the Securities Act. The common stock offered in the Offering has not been registered under the Securities Act, or state securities laws, and may not be offered or sold in the United States without being registered with the Securities and Exchange Commission or through an applicable exemption from SEC registration requirements. The Company has agreed to file a shelf registration statement with the SEC covering the common stock purchased by the investors. Any offering of the Company's securities under the resale registration statement will be made only by means of a prospectus. 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 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 $94.5 million in total shareholders' equity. COMMUNITYONE BANCORP: Carlyle Reports 23.9% Stake as of Dec. 29 --------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Carlyle Financial Services Harbor, L.P., disclosed that as of Dec. 29, 2014, it beneficially owned 5,772,376 shares of common stock of CommunityOne Bancorp representing 23.9 percent based on 24,186,597 shares of common stock of CommunityOne outstanding as of Dec. 30, 2014, 2014, as provided by the Company. Carlyle is the record holder of 5,772,376 shares of Common Stock. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of Carlyle Financial Services, Ltd., which is the general partner of TCG Financial Services, L.P., which is the general partner of Carlyle. None of the Related Persons beneficially owns any Common Stock. A copy of the regulatory filing is available for free at: http://is.gd/tS7ma3 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. COMMUNITYONE BANCORP: Oak Hill Holds 23% Stake as of Dec. 29 ------------------------------------------------------------ In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Oak Hill Capital Partners III, L.P., and its affiliates disclosed that as of Dec. 29, 2014, they beneficially owned 5,589,136 shares of common stock of CommunityOne Bancorp representing 23.1 percent based on 24,186,597 shares of common stock of CommunityOne Bancorp outstanding as of Dec. 30, 2014, as provided by CommunityOne Bancorp. A copy of the regulatory filing is available for free at http://is.gd/vfWJzt 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. COUNTRY STONE: Committee Opposes Distribution of Sale Proceeds -------------------------------------------------------------- The Official Committee of Unsecured Creditors of Country Stone Holdings, Inc., et al., has submitted a limited objection to Country Stone Holdings, Inc.'s motion to sell its assets. The Debtor has signed a deal to sell the assets to Quikrete Holdings Inc. for $20 million, absent higher and better offers. The Debtor was slated to conduct an auction Dec. 17 to consider higher and better offers. The Creditors Committee said it has no general objection to the sale to Quikrete or to the winning bidder. The Committee, however, does have two limited objections: * First, the Committee objects to the distribution of sale proceeds to First Midwest prior to the Investigation Deadline to repay prepetition debt owed to First Midwest. The Committee does not object to First Midwest receiving sale proceeds to the extent necessary to repay Post-Petition Loans. * Second, the Committee objects to the transfer to Quikrete or any other buyer(s) of causes of action that relate to the Debtors' bankruptcy and financial situation, such as breach of fiduciary duty, lender liability, or similar claims. Finally, the Committee reserves its right to object to events in the sale process that occur after the objection deadline provided for in the Motion. The Committee is represented by: David A. Agay, Esq. Sean D. Malloy, Esq. McDONALD HOPKINS LLC 300 North LaSalle Street, Suite 2100 Chicago, Illinois 60654 Tel: (312) 280-0111 Fax: (312) 280-8232 E-mail: dagay@mcdonaldhopkins.com Smalloy@mcdonaldhopkins.com First Midwest Replies to Committee First Midwest Bank states that the Court should overrule the Committee's limited objection because it's inconsistent with the Final DIP Order. The Bank points out that the Final DIP Order requires payment of auction sale proceeds to the Bank before the Committee completes the investigation provided for in the Final DIP Order. If the Committee successfully challenges the Bank's liens or claims after completing its investigation, the Court can order the Bank to disgorge an appropriate amount of the auction sale proceeds. Contrary to the Committee's Objection, nothing in the Final DIP Order conditions payment of auction proceeds to the Bank for application to the Pre-Petition Indebtedness either upon completion of the Committee's investigation, or on the existence of assets that may not be covered by the Bank's pre-petition liens. First Midwest is represented by: Richard M. Bendix, Jr., Esq. Maria A. Diakoumakis, Esq. DYKEMA GOSSETT PLLC 10 S. Wacker Drive, Suite 2300 Chicago, IL 60606 Tel: (312) 876-1700 E-mail: rbendix@dykema.com mdiakoumakis@dykema.com About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are currently proceeding with a Dec. 17, 2014 auction for the sale of their assets, with Quikrete Holdings, Inc., serving as stalking horse bidder in the transaction. The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. COUNTRY STONE: UIC Says Deal Can't Be Included in Sale ------------------------------------------------------ United Industries Corporation (UIC), a creditor and party-in- interest, submitted a limited objection to Country Stone Holdings, Inc.'s motion to sell its assets. The Debtor has signed a deal to sell the assets to Quikrete Holdings Inc. for $20 million, absent higher and better offers. The Debtor was slated to conduct an auction Dec. 17 to consider higher and better offers. According to UIC, it is evident that debtor IFI cannot assign its rights and interests under the Trademark License Agreements to Quikrete or any other successful bidder without UIC's prior written consent. Subject to Debtors' compliance with the provisions of Bankruptcy Code Section 365(b)(1) and (f)(2), UIC say it is prepared to consent to the assignment of the Trademark License Agreements to Quikrete; provided, however, that any order approving the assignment must expressly acknowledge and provide that: (a) the consent provided by UIC applies solely to the assignment of the Trademark Agreements from Debtor IFI to Quikrete and not to any further assignment that may subsequently be attempted by Quikrete or any subsequent assignee; and (b) any further attempt by Quikrete or any subsequent assignee to assign the Trademark License Agreements shall be subject to any and all restrictions on assignment set forth in the Trademark License Agreements and/or otherwise imposed under applicable law. UIC is not prepared to consent in advance to the assignment of the Trademark License Agreements to any third-party who may ultimately emerge as the Successful Bidder at the upcoming auction. On the contrary, UIC fully reserves it right to refuse to consent to the assignment of the Trademark Licenses Agreements to any third- party. To the extent that Debtors' Sale Motion is premised on the latter consent being unnecessary or the assumption that such consent will necessarily be provided, UIC maintains that Debtors' Sale Motion is mistaken and objectionable and should be overruled. UIC is represented by: David D. Farrell, Esq. Brian W. Hockett, Esq. THOMPSON COBURN LLP St. Louis, Missouri 63101 Tel: (314) 552-6000 Fax: (314) 552-7000 E-mail: dfarrell@thompsoncoburn.com bhockett@thompsoncoburn.com About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are currently proceeding with a Dec. 17, 2014 auction for the sale of their assets, with Quikrete Holdings, Inc., serving as stalking horse bidder in the transaction. The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. COUNTRY STONE: Says Premier Frustrating Proposed Sale ----------------------------------------------------- Premier Tech Technologies Ltd. filed a limited objection to Country Stone Holdings, Inc.'s motion to sell its assets. According to Premier, the Debtors are proposing to include the equipment delivered by Premier Tech to Infinity Law & Garden, Inc., and non-debtor Green Thumb which is arguably not property of the Debtors' estates. Premier says the Debtors are attempting to sell equipment which Premier Tech delivered to Infinity pursuant to the laws of Quebec which govern the sale/purchase agreements between Premier Tech and, title to the Equipment remains with Premier Tech unless and until Infinity pays for the goods completely. The Sale of Goods is not governed by the Uniform Commercial Code. Rather, the sale of such Equipment is governed by the terms of the United Nations Convention on Contracts for the International Sale of Goods. Under Quebec law, which the parties agreed would govern, Infinity agreed that Premier Tech would retain title to the goods until such time as the purchase price would be paid. Such title retention would be given full effect and credence under Quebec law. As such, Infinity never had sufficient interest in the collateral as to allow for the attachment of a security interest in favor of any third parties, such as First Midwest. Moreover, since Green Thumb is a non-debtor and Infinity failed to make complete payment to Premier Tech for the Equipment, the Debtors should not be authorized to sell the Equipment in connection with the proposed auction. Premier Tech is represented by: David P. Leibowitz, Esq. LAKELAW 53 W. Jackson Street, Suite 1610 Chicago, Illinois 60604 Tel: (312) 360-1505 Fax: (312) 360-1502 Debtors Reply to Objection According to Country Stone, Premier attempts to frustrate the Debtors' attempted sale and to garner improper and legally unsustainable priority treatment over the Debtors' other creditors. Premier has no legal foothold, and the Premier Filings should be denied and overruled, Country Stone tells the Court. Peter A. Siddiqui, Esq., of Katten Muchin Rosenman LLP, representing the Debtors, states that the two sole bases for attempting to thwart the Debtors' sale of its assets are wrong. According to Mr. Siddiqui, the sale will not include any equipment owned by non-debtor Green Thumb of Georgia, LLC, and it will not include any equipment owned by Premier. Moreover, he says the Stay Relief Motion also fails because, in addition to the reasons, Premier does not have a perfected interest in any equipment, as its filed financing statement is an avoidable preference under Section 547 of the Bankruptcy Code. About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are currently proceeding with a Dec. 17, 2014 auction for the sale of their assets, with Quikrete Holdings, Inc., serving as stalking horse bidder in the transaction. The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. COUNTRY STONE: Quad City Demands Due Process for R&D Lease ---------------------------------------------------------- Quad City Bank & Trust has filed a limited objection to entry of an order authorizing Country Stone Holdings, Inc.'s to sell its assets. The Debtors are in default on the prepetition rents due on account of the real estate mortgaged to Quad City Bank & Trust in an amount in excess of $120,000 exclusive of delinquent taxes in an amount in excess of $60,000. According to Quad City, the leases with R&D Holdings, LLC are not on the list of executory contracts that the Debtors intend to cure. The tenants should have to cure the defaults on the Lease and comply with the requirements of the written lease to restore the property as a condition to assuming and assigning the lease. Quad City says the proposed order is an attempt to avoid providing due process to R&D Holdings, LLC and to Quad City. Quad City Bank is represented by: Mark D. Walz, Esq. Christopher P. Jannes, Esq. DAVIS, BROWN, KOEHN, SHORS & ROBERTS, P.C. 4201 Westown Parkway, Suite 300 West Des Moines, Iowa 50266 Tel: (515) 246-7898 E-mail: mark.walz@lawiowa.com About Country Stone Country Stone Holdings, Inc., and its affiliates are in the business of manufacturing, processing, and packaging lawn and garden products such as mulch, soil, fertilizer, plant food, organics, concrete and decorative stone. The corporate headquarters are located in Rock Island, Illinois and Milan, Illinois. Country Stone operates 17 plants throughout the United States, including in Illinois, Iowa, Indiana, Minnesota, Wisconsin, Missouri, and California. Country Stone Holdings and its affiliates sought bankruptcy protection (Bankr. C.D. Ill., Lead Case No. 14-81854) in Peoria, Illinois, on Oct. 23, 2014, with a deal to sell to Quikrete Holdings, Inc., for $23 million in cash plus the assumption of liabilities, subject to higher and better offers. The bankruptcy cases are assigned to Judge Thomas L. Perkins. Country Stone listed $0 in assets and $45 million in liabilities. The Debtors have tapped Katten Muchin Rosenman LLP as counsel; Silverman Consulting to provide the services of Steven Nerger as CRO and Michael Compton as cash and restructuring manager; and Epiq Bankruptcy Solutions, LLC as claims, noticing and balloting agent. Nancy J. Gargula, U.S. Trustee for the Central District of Illinois, has appointed five creditors to serve in the official unsecured creditors committee in the Debtors' cases. * * * The Debtors are currently proceeding with a Dec. 17, 2014 auction for the sale of their assets, with Quikrete Holdings, Inc., serving as stalking horse bidder in the transaction. The Debtors are liquidating their assets for the benefit of their pre-bankruptcy secured lender First Midwest Bank. CREEKSIDE ASSOCIATES: Has Interim OK to Use Cash Collateral ----------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Pennsylvania gave Creekside Associates Ltd. interim authority to use cash collateral securing its prepetition indebtedness from Creekside JV Owner, LP. As previously reported by The Troubled Company Reporter, on or about July 12, 2005, the Debtor executed a promissory note in the principal amount of $68 million in favor of Eurohypo AG, New York Branch. Creekside JV Owner, LP, an entity formed by Davidson Kempner Capital Management LLC and Morgan Properties to acquire the Loan. The Debtor is proposing to make monthly interest payments to the Lender at the contract rate of interest. These payments will be $300,000 per month and will be made mid-month. A further hearing to consider the motion on a final basis is scheduled for Jan. 28, 2015, at 1:30 p.m. Objections are due Jan. 23. A full-text copy of the Interim Cash Collateral Order with Budget is available at http://is.gd/04li2K About Creekside Associates Creekside Associates, Ltd., owns and operates the Creekside Apartments, a 1000+ unit apartment complex located at 2500 Knights Road, Bensalem, Pennsylvania. Creekside Associates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19, 2014. The case is assigned to Judge Stephen Raslavich. The Debtor estimated $50 million to $100 million in assets and debt. The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys and Kaufman, Coren & Ress, P.C., as special counsel. CREEKSIDE ASSOCIATES: Has Until Jan. 23 to File Schedules --------------------------------------------------------- Creekside Associates, Ltd., sought and obtained from the U.S. Bankruptcy Court for the Eastern District of Pennsylvania an extension through and including Jan. 23, 2015, of the time within which it may file its schedules of assets and liabilities and statement of financial affairs. In support of its extension request, the Debtor stated that it has begun, but has not yet finished, compiling the information that will be required in order to complete the Schedules and Statements. Due to the volume of creditors and parties-in- interest, the Debtor said it is in need of additional time to prepare its schedules and statement. About Creekside Associates Creekside Associates, Ltd., owns and operates the Creekside Apartments, a 1000+ unit apartment complex located at 2500 Knights Road, Bensalem, Pennsylvania. Creekside Associates filed a Chapter 11 bankruptcy petition (Bankr. E.D. Pa. Case No. 14-19952) in Philadelphia on Dec. 19, 2014. The case is assigned to Judge Stephen Raslavich. The Debtor estimated $50 million to $100 million in assets and debt. The Debtor has tapped Dilworth Paxson LLP as bankruptcy attorneys and Kaufman, Coren & Ress, P.C., as special counsel. CTI BIOPHARMA: Had Est. Financial Standing of $57.9MM at Nov. 30 ---------------------------------------------------------------- CTI BioPharma Corp. ("CTI Parent Company") reported total estimated and unaudited net financial standing as of Nov. 30, 2014, of $57.9 million. The total estimated and unaudited net financial standing of CTI Consolidated Group as of Nov. 30, 2014, was $58.1 million. CTI Parent Company trade payables outstanding for greater than 30 days were approximately $3.4 million as of Nov. 30, 2014. CTI Consolidated Group trade payables outstanding for greater than 30 days were approximately $4.4 million as of Nov. 30, 2014. During the month of November 2014, the Company's common stock, no par value, outstanding increased by 17,411,745 shares. Consequently, the number of issued and outstanding shares of Common Stock as of Nov. 30, 2014, was 176,501,840. A full-text copy of the press release is available at: http://is.gd/fqwRvl 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. DATAJACK INC: Needs More Financing to Continue Operations --------------------------------------------------------- DataJack Inc. filed its quarterly report on Form 10-Q, reporting a net loss of $466,000 on $645,000 of total revenue for the quarter ended Sept. 30, 2014, compared with net income of $56,300 on $160,000 of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $3.01 million in total assets, $1.62 million in total liabilities, and stockholders' equity of $1.39 million. The Company has reported a recurring net loss of $466,000 and $6.39 million for the three and nine months ended Sept. 30, 2014, respectively. As of Sept. 30, 2014, the Company has reported an accumulated deficit of $6.67 million and a working capital deficit of $1.049 million, and has been dependent on issuances of debt and equity instruments to fund its operations. The Company will require additional financing in order to execute its operating plan and continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/foScSM DataJack Inc. is an MVNO enabler and mobile payment solutions provider in the wireless and banking industries. The Company is a SaaS (software as a service) based billing and back office platform which enables companies in virtually any industry sector to launch cellular, as well as other telecom services using their existing brand. The Company's SaaS platform and infrastructure allows clients to implement faster, have more control over the system with feature rich tools, while being more cost efficient than other solution providers. The Company's turnkey telecom billing platform allows its clients to sell, provision, fulfill, and care for multiple telecom services, including pre and post- paid cellular, local, long distance, Internet, and mobile banking. The platform also enables clients to private label mobile banking services including a full mobile wallet linked to a prepaid debit card. ENERGEN CORP: S&P Retains 'BB' Sr. Unsecured Debt Rating -------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its senior unsecured recovery rating on Energen Corp. to '4' from a '3'. The '4' recovery rating indicates S&P's expectation for average (30% to 50%) recovery in the event of a payment default. The 'BB' rating on Energen's senior unsecured debt is unchanged. "The revised recovery rating reflects our assessment that the increase in lender commitments on Energen's secured credit facility to $2 billion from $1.5 billion results in lower recovery expectations for its unsecured debt in a default scenario," said Standard & Poor's credit analyst Ben Tsocanos. The ratings on Energen incorporate S&P's "weak" business risk and "intermediate" financial risk assessments. Ratings reflect Energen's somewhat small reserve and production base, limited geographic diversification, and average profitability. Supporting the ratings are the company's relatively low operating-risk onshore U.S. assets and properties and improving share of oil and natural gas liquids in its reserves and production mix. The "intermediate" financial risk characterization reflects moderate leverage measures and capital spending that is expected to exceed internally generated cash flow over the next two years. S&P's assessment also incorporates expectations that cash flows related to a geographically concentrated E&P company will be volatile. RATING LIST Energen Corp. Corporate Credit Rating BB/Stable/-- Senior secured rating BBB- Recovery Rating 1 Rating Unchanged; Recovery Rating Revised To From Senior unsecured BB BB Recovery Rating 4 3 ENTRANS INTERNATIONAL: S&P Withdraws 'B' CCR at Company's Request ----------------------------------------------------------------- Standard & Poor's Ratings Services withdrew its ratings on U.S.- based oilfield services and tanker trailer company EnTrans International LLC. The ratings on EnTrans International LLC, including S&P's 'B' corporate credit rating, were withdrawn at the company's request. ERF WIRELESS: Issues 9 Million Common Shares -------------------------------------------- ERF Wireless, Inc., issued 9,016,858 common stock shares pursuant to existing Convertible Promissory Notes from Dec. 20, 2014, through Dec. 29, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The Company receives no additional compensation at the time of the conversions beyond that previously received at the time the Convertible Promissory Notes were originally issued. The shares were issued at an average of $0.00367 per share. The issuance of the shares constitutes 15.7250% of the Company issued and outstanding shares based on 57,340,894 shares issued and outstanding as of Dec. 19, 2014. About ERF Wireless Based in League City, Texas, ERF Wireless, Inc., provides secure, high-capacity wireless products and services to a broad spectrum of customers in primarily underserved, rural and suburban parts of the United States. ERF Wireless reported a net loss attributable to the Company of $7.26 million in 2013, a net loss attributable to the Company of $4.81 million in 2012 and a net loss attributable to the Company of $3.37 million in 2011. As of Sept. 30, 2014, the Company had $3.59 million in total assets, $10.43 million in total liabilities and a $6.84 million total shareholders' deficit. FEDERAL RESOURCES: Case Summary & Largest Unsecured Creditors ------------------------------------------------------------- Debtor affiliates filing separate Chapter 11 bankruptcy petitions: Debtor Case No. ------ -------- Federal Resources Corporation 14-33427 128 N. Valleyview Drive North Salt Lake, UT 84054 Camp Bird Colorado, Inc. 14-33428 128 N. Valleyview Drive North Salt Lake, UT 84054 Chapter 11 Petition Date: December 29, 2014 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Debtors' Counsel: David E. Leta, Esq. SNELL & WILMER L.L.P. 15 West South Temple, Suite 1200 Salt Lake City, UT 84101-1547 Tel: (801) 257-1928 Fax: (801) 257-1800 Email: dleta@swlaw.com Estimated Estimated Assets Liabilities ----------- ----------- Federal Resources $10MM-$50MM $10MM-$50MM Camp Bird Colorado $10MM-$50MM $10MM-$50MM The petitions were signed by Scott A. Butters, president and director. A. List of Federal Resources' 14 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aztec Energy Corporation Advances $13,616,466 40 Cuttermill Road, #201 Great Neck, NY 11021 McGuire Woods LLP Legal Services $187,143 Attn: Gregg Rosen Dominion Tower 625 Liberty Avenue, 23rd Pittsburgh, PA 15222-3142 Tanner LLC Professional $11,340 36 South State Street, Services, CPA Suite 600 Salt Lake City, UT 84111-1400 Scott A. Butters Accrued Salary $235,000 128 N. Valleyview Drive North Salt Lake, UT 84054 Scott A. Butters Advances made on $7,000 128 N. Valleyview Drive behalf of debtor North Sale Lake, UT with his personal 84054 credit card CT Corporation System Foreign Corporation $90 P.O. Box 4349 Representation in Carol Stream, IL Colorado 60197-4349 Fabian & Clendenin Legal Services $738 215 South State Street, Suite 1200 Salt Lake City, UT 84111-2323 Weaver & Fitzhugh, P.C. $2,399 333 South 5th Montrose, CO 81401-5704 Mike Ramsden CERCLA $90,000 Ramsden & Lyons, LLP Litigation 700 Northwest Boulevard Judgment P.O. Box 1336 Coeur d' Alen, ID 83814-1336 USDA CERCLA $4,406,340 Paul Gormley Litigation U.S. Department of Justice Judgment Environmental and Natural Resources Section 1961 Stout Street Denver, CO 80294 USDA CERCLA $1,500,000 Paul Gormley Litigation Legal U.S. Department of Justice Fees Environmental and Natural Resources Section 1961 Stout Street Denver, CO 80294 Utah State Tax Commission Penalties, interest $4,000 210 N 1950 W for non-filing of Salt Lake City, UT income tax returns 84134 Alliance, Ronald J. Goldberg Finder's fee on $167,000 individually, failed Caldera Hyperion, Hyperion Transaction 2, Falcom Crest c/o Klafter & Mason, LLC 195 Route 9 South Suite 204 Manalapan, New Jersey 07726 Scott A. Butters Advances for $375 128 N. Valleyview Drive internet services North Salt Lake, UT 84054 B. List of Camp Bird's 12 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Aztec Energy Corporation Advances made $671,417 40 Cuttermill Road #201 Great Neck, NY 11021 CHH Operating Corporation Mortgage $9,418,282 40 Cuttermill Road #201 Great Neck, NY 11021 Gordon Ripma Earnest money $149,000 paid for sale that never closed CT Corporation System Registered Agent $90 P.O. Box 4349 in Colorado Carol Stream, IL 60197-4349 CC Video Production Sales Video $712 Richard Kinzmann 305 Main Street Suite B Grand Junction CO 81501 ACZ Laboratories, Inc. Water Testing $1,687 2773 Downhill Drive Steamboat Springs, Co 80487 Aspen Land Conservation LLC Legal Fees $180,000 Garfield & Hecht, P.C. 601 East Hyman Avenue Aspen, CO 81611 Brian R. Hanson Legal counsel $100,000 Baird Hanson LLP for sale to 171 Sky Trail Road Caldera Boulder, Colorado 80302 Caldera Holdings, LLC Parties to $6,200,000 c/o Monadnock Mineral Services Caldera Sale P.O. Box 85 Ouray, CO 81427 Attn: Bob Larson A. John A. Bryan Jr. Chief Executive Officer The Watley Group, LLC 8439 Sunset Boulevard Suite 402 West Hollywood, CA 90069 USDA CERCLA $4,406,340 Paul Gormley Litigation U.S. Department of Justice Judgment Environmental and Natural Resources Section 1961 Stout Street Denver, CO 80294 USDA CERCLA $1,500,000 Paul Gormley Litigation Legal U.S. Department of Justice Fees Environmental and Natural Resources Section 1961 Stout Street Denver, CO 80294 Alliance, Ronald J. Goldberg, Finder's fee on $167,000 individually, Hyperion, Hyperion 2, failed Caldera Falcon Crest transaction FLAMINGO-PECOS: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Flamingo-Pecos Surgery Center, LLC dba Surgery Center of Southern Nevada 4275 Burnham Ave. Ste. 101 Las Vegas, NV 89119 Case No.: 14-18480 Nature of Business: Health Care Chapter 11 Petition Date: December 31, 2014 Court: United States Bankruptcy Court District of Nevada (Las Vegas) Judge: Hon. August B. Landis Debtor's Counsel: Zachariah Larson, Esq. LARSON & ZIRZOW, LLC 810 S. Casino Center Blvd. #101 Las Vegas, NV 89101 Tel: (702) 382-1170 Fax: (702) 382-1169 Email: carey@lzlawnv.com mzirzow@lzlawnv.com Total Assets: $2.92 million Total Liabilities: $5.76 million The petition was signed by William Smith, MD, board president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/nvb14-18480.pdf FREEDOM GROUP: S&P Lowers CCR to 'B' on Weak Operating Performance ------------------------------------------------------------------ Standard & Poor's Ratings Services said it lowered its corporate credit rating on Madison, N.C.-based Freedom Group Inc. to 'B' from 'B+'. The outlook is negative. At the same time, S&P lowered its issue-level rating on the company's $575 million senior secured term loan due 2019 (issued by subsidiary FGI Operating Co. LLC) to 'B' from 'B+'. The recovery rating on the term loan remains '3', reflecting S&P's expectation for meaningful (50% to 70%) recovery for lenders in the event of a payment default. S&P also lowered its issue-level rating on the company's senior secured third lien notes due 2020 (co-issued by subsidiaries FGI Operating Co. LLC and FGI Finance Inc.) to 'CCC+' from 'B-'. The recovery rating on these notes remains '6', indicating S&P's expectation for negligible (0% to 10%) recovery for lenders in the event of a payment default. "The downgrade reflects our lowered EBITDA forecast in 2014 and 2015, resulting in very high total adjusted debt to EBITDA through 2015," said Standard & Poor's credit analyst Shivani Sood. S&P expects 2014 revenue and EBIDA to decrease more than it previously expected, resulting in adjusted debt to EBITDA in the mid-8x area and EBITDA interest coverage in the 2x area in 2014. S&P believes the 2015 recovery in revenue and EBITDA will be at lower levels compared to our previous expectation, resulting in total adjusted debt to EBTDA in the 6x to 7x range in 2015. This high level of leverage over the near term is in line with the one- notch lower 'B' rating on Freedom Group, in S&P's view. S&P had already incorporated that demand in the U.S. for firearms and ammunition would decrease in 2014 following a 36% increase in 2013 revenue related to a sales surge by consumers concerned about potential regulatory changes affecting firearm availability following the tragic school shootings in Newtown, Connecticut in late 2012. However, S&P is lowering its 2014 revenue and EBITDA forecast further due to the company's increased use of discounting this year to reduce inventory in the company's overstocked inventory channel and to incorporate lost revenue from a product safety recall of the company's high-margin Remington Model 700 and Model Seven rifles. Revenue declined 30% and EBITDA declined at a higher rate in the first nine months of 2014. S&P continues to believe that revenue and EBITDA in 2015 will face an easy comparison year over year and can recover, also partly due to demand normalizing to pre-2013 levels and as Freedom Group introduces new products. This, coupled with margin improvement as the company cuts back on 2014 discounting and consolidates several plants into its new Huntsville, Alabama location could contribute to a 30% to 40% increase in 2015 EBITDA. In addition, S&P has not incorporated into the current 'B' rating litigation risk related to the recently filed civil lawsuit by victims of the school shootings in Newtown that occurred in late 2012. However, S&P's negative rating outlook on the company reflects the potential negative impact of an adverse outcome in the case. S&P will continue to monitor developments in the case and will incorporate their impact, if any, into the rating. The 'B' corporate credit rating on Freedom Group reflects S&P's assessment of the company's business risk profile as "weak" and its financial risk profile as "highly leveraged." The negative outlook reflects the possibility that 2015 EBITDA does not recover in line with S&P's base case forecast in a manner that results in elevated leverage and EBITDA coverage of interest expense sustained below 2x on average. In addition, S&P has not incorporated into the current 'B' rating litigation risk related to the recently filed civil lawsuit by victims of the school shootings in Newtown in late 2012. However, S&P's negative rating outlook on the company reflects the potential negative impact of an adverse outcome in the case. S&P will continue to monitor developments in the case and will incorporate their impact, if any, into the rating. S&P would lower the rating if 2015 EBITDA generation is below its forecast, such that EBITDA interest coverage is sustained below 2x on average, or if liquidity becomes less than adequate. S&P could also lower the rating in the event of an adverse outcome in the recently filed civil suit against the company. S&P could stabilize the outlook if it become confident that operating performance is normalizing and litigation risk is resolved. Higher ratings are unlikely over the next few years and would require S&P's confidence that the company can sustain total adjusted debt to EBITDA below 5x on average. GLOBALSTAR INC: Registers 12.3 Million Shares for Resale -------------------------------------------------------- Globalstar, Inc., filed a Form S-3 registration statement with the U.S. Securities and Exchange Commission relating to the sale of up to 12,371,136 shares of its voting common stock by Thermo Investments II LLC. The Company will not receive any of the proceeds from the sale of these shares, if any, by the selling stockholder. The Company's common stock is listed on the NYSE MKT under the symbol "GSAT." The last reported sale price of the Company's common stock on the NYSE MKT on Dec. 26, 2014, was $3.01 per share. A full-text copy of the Form S-3 prospectus is available at: http://is.gd/z0DeZQ About Globalstar, Inc. Globalstar is a leading provider of mobile satellite voice and data services. Globalstar offers these services to commercial and recreational users in more than 120 countries around the world. The company's products include mobile and fixed satellite telephones, simplex and duplex satellite data modems and flexible service packages. Many land based and maritime industries benefit from Globalstar with increased productivity from remote areas beyond cellular and landline service. Globalstar customer segments include: oil and gas, government, mining, forestry, commercial fishing, utilities, military, transportation, heavy construction, emergency preparedness, and business continuity as well as individual recreational users. Globalstar data solutions are ideal for various asset and personal tracking, data monitoring and SCADA applications. Globalstar reported a net loss of $591.11 million in 2013, a net loss of $112.19 million in 2012 and a net loss of $54.92 million in 2011. As of Sept. 30, 2014, the Company had $1.31 billion in total assets, $1.33 billion in total liabilities and a $14.53 million total stockholders' deficit. GRATON ECONOMIC: S&P Affirms 'B+' Issuer Credit Rating ------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed all ratings on Rohnert Park, Calif.-based Graton Economic Development Authority, including its 'B+' issuer credit rating. The rating outlook is stable. At the same time, S&P assigned the $450 million senior secured credit facility (consisting of a $125 million revolving credit facility due 2019 and a $325 million term loan A due 2019) an issue-level rating of 'B+' (the same as S&P's issuer credit rating). S&P also withdrew its issue-level ratings on the prior senior secured credit facility as this has been repaid in full. The Authority is a wholly owned unincorporated instrumentality of the Federated Indians of Graton Rancheria (the Tribe). S&P do not assign recovery ratings to Native American debt issues because there are significant uncertainties surrounding the exercise of creditor rights against a sovereign nation, including whether the Bankruptcy Code would apply, whether a U.S. court would ultimately be the appropriate venue to settle such a matter, and to what extent a creditor would be able to enforce any judgment against a sovereign nation. "The 'B+' issuer credit rating reflects our assessment of the Authority's business risk profile as "weak" and its financial risk profile as "aggressive," said Standard & Poor's credit analyst Stephen Pagano. "Our assessment of the Authority's business risk profile as weak reflects its reliance on a single asset to meet debt service needs. Additionally, although there are more than 2 million adults within a 60-minute drive of the property, we see some risk that the adult population within 30 minutes of the property is significantly lower at less than 500,000. These risks are somewhat mitigated by our expectation that the property will remain the highest-quality asset in proximity to the San Francisco market, a somewhat protected market position, and to an experienced property manager, Station Casinos (Station). Additionally, we expect that the Authority's potential hotel project could enable the property to better compete against other facilities in the market with hotels and increase its ability to capture more midweek business by catering to group demand," S&P said. "Our assessment of the Authority's financial risk profile reflects our expectation that debt to EBITDA will remain above 4x through 2015 as the Authority uses free cash flow to fund the construction of a hotel over the next two years rather than to repay debt. Somewhat offsetting this aggressive leverage is our expectation that the refinancing transaction will reduce the Authority's interest burden, given more favorable pricing on the new senior secured credit facility. We anticipate EBITDA coverage of interest to improve to the low-3x area in 2015 from the low- to mid-2x area in 2014," S&P added. The stable outlook reflects S&P's expectation that the Authority will continue to generate good cash flow that it could use to fund the development of a potential hotel and meet tribal distribution needs. S&P expects the Authority will maintain adjusted debt to EBITDA in the low-4x area and EBITDA to interest around 3x in 2015. S&P could lower its rating on the Authority if future performance is materially worse than S&P's expectations, such that it expects EBITDA coverage of interest to track below 2x or debt to EBITDA above 5x. Although unlikely at this time, S&P could raise its rating, or revise the outlook to positive, if the casino continues to track ahead of S&P's expectations, such that EBITDA coverage of interest remains above 3x, debt to EBITDA improves to below 4x, and FFO to debt is above 20% on a sustained basis. GROWLIFE INC: Depends on More Capital to Continue Operating ----------------------------------------------------------- GrowLife, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $292,000 on $2.11 million of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $1.8 million on $1.31 million of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $2.79 million in total assets, $7.38 million in total current liabilities, $817,000 in convertible notes payable, and a stockholders' deficit of $5.4 million. The Company anticipates that it will record losses from operations for the foreseeable future. As of Sept. 30, 2014, its accumulated deficit was $114 million. The Company has experienced recurring operating losses and negative operating cash flows since inception, and has financed its working capital requirements during this period primarily through the recurring issuance of convertible notes payable and advances from a related party. Continuation of the Company as a going concern is dependent upon obtaining additional working capital. A copy of the Form 10-Q is available at: http://is.gd/8l8NTu GrowLife, Inc., operates businesses that manufacture and supply branded equipment and expendables in the United States for urban gardening, including equipment and expendables for growing of medical marijuana. This holding company, formerly known as Phototron Holdings, Inc., maintains its principal executive offices in Woodland Hills, California. HEALTHSOUTH CORP: S&P Retains 'BB-' Unsecured Debt Rating --------------------------------------------------------- Standard & Poor's Ratings Services revised its recovery rating on the unsecured debt of HealthSouth Corp. to '4' from '3'. S&P's 'BB-' issue level ratings on that unsecured debt is unchanged. The '4' recovery rating indicates S&P's expectation of average (30% to 50%) recovery in a default. S&P's 'BB-' corporate credit rating on HealthSouth Corp. is unchanged and S&P's 'BB+' rating on the company's secured debt is unchanged; the recovery rating on this debt remains '1'. The 'B' rating on the convertible notes is unchanged; the recovery rating on this debt remains '6'. "The revision of the recovery rating on the unsecured debt reflects modest deterioration in recovery prospects for unsecured debt-holders stemming from the increase in secured debt, which has a priority claim against most of the assets ahead of the unsecured debt in a default scenario," said Standard & Poor's credit analyst David Peknay. The revision to the liquidity assessment to "adequate" from "strong" reflects the reduction in liquidity stemming from the revolver draw as well as generally modest cash balances. Healthsouth is predominantly a pure play inpatient rehabilitation company. Although the acquisition of EHHI introduces some level of diversification, S&P still considers its business risk to be characterized by a high level of concentration within a single line of business. The company also has a high degree of exposure to reimbursement risk from Medicare (which represents about 74% of revenues), and exposure to regulatory changes for inpatient rehabilitation services. These factors are partially offset by the company's scale (about $2.8 billion of revenues in 2015), a leading market position within the inpatient rehabilitation services industry, and strong profitability (adjusted EBITDA margins of about 25%). S&P's business risk assessment is "weak". S&P's rating outlook on HealthSouth Corp. is stable. S&P expects the company to continue to adapt to meet ongoing reimbursement and regulatory challenges for the inpatient rehabilitation industry. S&P would consider a negative rating action if leverage increases above 4x, or if FFO to debt falls below 20%. This would require an unlikely degree of margin contraction of about 400 basis points (bps). This would only likely arise from very adverse changes in reimbursement or regulatory requirements. Credit metrics could also deteriorate if the company decided to pursue more aggressive financial policies. S&P could lower the rating if it has confidence that HealthSouth will reduce lease-adjusted debt to EBITDA to below 3x, and increase FFO to lease-adjusted debt to above 30%, and maintain that on a sustained basis. S&P do not expect that to occur in 2015. S&P believes the company would likely need to prioritize debt repayment over shareholder returns and acquisitions for that to occur. INTERLEUKIN GENETICS: Bay City Holds 51.5% Stake as of Dec. 23 -------------------------------------------------------------- In an amended Schedule 13D filed with the U.S. Securities and Exchange Commission, Bay City Capital LLC and its affiliates disclosed that as of Dec. 23, 2014, they beneficially owned 88,985,189 shares of common stock of Interleukin Genetics, Inc., representing 51.5 percent of the shares outstanding. A copy of the regulatory filing is available at http://is.gd/h8eOTZ About Interleukin Waltham, Mass.-based Interleukin Genetics, Inc., is a personalized health company that develops unique genetic tests to provide information to better manage health and specific health risks. Interleukin Genetics incurred a net loss of $7.05 million on $2.42 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss of $5.12 million on $2.23 million of total revenue in 2012. As of Sept. 30, 2014, the Company had $4.45 million in total assets, $3.51 million in total liabilities, all current, and $937,289 in total stockholders' equity. Grant Thornton LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 3, 2013. The independent auditors noted that the Company has incurred recurring losses from operations and has an accumulated deficit that raise substantial doubt about the Company's ability to continue as a going concern. Bankruptcy Warning The Company warned in its quarterly report for the period ended Sept. 30, 2014, that it if fails to obtain additional capital by Feb. 28, 2015, it may have to end its operations and seek protection under bankruptcy laws. "We expect that our current and anticipated financial resources will be adequate to maintain our current and planned operations only through February 28, 2015. We need significant additional capital to fund our continued operations, including for the continued commercial launch of our PerioPredictTM test, continued research and development efforts, obtaining and protecting patents and administrative expenses. We have retained a financial advisor, however, based on current economic conditions, additional financing may not be available, or, if available, it may not be available on favorable terms. In addition, the terms of any financing may adversely affect the holdings or the rights of our existing shareholders. For example, if we raise additional funds by issuing equity securities, further dilution to our then- existing shareholders will result. Debt financing, if available, may involve restrictive covenants that could limit our flexibility in conducting future business activities. We also could be required to seek funds through arrangements with collaborators or others that may require us to relinquish rights to some of our technologies, tests or products in development. If we cannot obtain additional funding on acceptable terms, we may have to discontinue operations and seek protection under U.S. bankruptcy laws." IPAYMENT INC: Moody's Raises Corporate Family Rating to Caa1 ------------------------------------------------------------ Moody's Investors Service upgraded iPayment, Inc.'s corporate family rating (CFR) to Caa1 from Caa2, probability of default rating (PDR) to Caa1-PD/LD from Ca-PD, and assigned a Caa2 rating to iPayment's new senior 2nd lien notes. Moody's also affirmed the B2 rating for iPayment's senior secured credit facilities and the Caa3 rating for its existing senior unsecured notes that did not participate in the exchange offer. The rating for iPayment Holdings, Inc.'s (Holdings) existing senior unsecured notes that will remain outstanding following the debt exchange offer was upgraded to Caa3, from Ca. Moody's also revised iPayment's ratings outlook to stable from negative. The ratings actions reflect the completion of debt exchange offers by iPayment and Holdings. Ratings Rationale As Moody's had previously indicated, it views the debt exchange offers affecting the senior unsecured notes at iPayment and Holdings as distressed debt exchanges. As a result, Moody's appended iPayment's probability of default rating with an "/LD" designation indicating limited default, which will be removed after three business days. The debt restructuring at iPayment and its parent, Holdings, reduced leverage by approximately 2.0x and interest expense is expected to decline by approximately $21 million at the consolidated company level. iPayment also amended its credit facilities to allow greater operating cushion under financial covenants. The upgrade of the CFR to Caa1 reflects iPayment's greater financial flexibility to pursue growth initiatives. The transactions will allow the company additional time to demonstrate growth in merchant base before the pending maturity of revolving credit facility and term loans in May 2016 and May 2017, respectively. The Caa1 CFR reflects iPayment's lack of sustained net revenue growth in a growing industry and the material erosion in its earnings over the last several quarters. Despite a meaningful debt reduction, iPayment's total debt to EBITDA will remain high near the mid 7x range over the next 12 months, assuming no voluntary prepayment of debt. Moody's expects iPayment's free cash flow (before spending on residual buyouts or portfolio acquisitions) to increase to about 5% of total debt in 2015, benefiting from lower interest expense. The stable outlook is based on Moody's expectation that iPayment should generate modest growth in revenues and operating cash flow over the next 12 to 18 months. In addition, Moody's expects the company to address its approaching debt maturities in a timely manner. Moody's could raise iPayment's ratings if the company's liquidity improves and it produces sustained revenue and earnings growth. The ratings could be upgraded if Moody's believes that the company could sustain total debt to EBITDA below mid 6x and free cash flow (including residual buyouts and acquisitions) in excess of 5% of total debt. Moody's could downgrade iPayment's corporate family rating if liquidity is pressured by weak operating performance or approaching debt maturities. In addition, the ratings could be lowered if net revenues and operating cash flow decline, and if Moody's believes that total debt to EBITDA is expected to increase. Moody's has taken the following ratings actions: Issuer: iPayment, Inc. Corporate Family Rating -- Upgraded to Caa1, from Caa2 Probability of Default Rating -- Upgraded to Caa1-PD/LD, from Ca-PD $95 million senior secured revolving credit facility due 2016 -- Affirmed, B2 (LGD2, revised from LGD1) $347.5 million outstanding senior secured term loan due 2017 -- Affirmed, B2 (LGD2, revised from LGD1) Existing 10.25% senior unsecured notes due 2018 -- Caa3 (LGD6, revised from LGD3) Speculative Grade Liquidity Rating -- Affirmed, SGL-4 $296 million of senior 2nd lien notes due 2019 -- Assigned, Caa2 (LGD 5) Issuer: iPayment Holdings, Inc. Existing senior PIK notes due 2018 -- Upgraded to Caa3 (LGD 6), from Ca (LGD4) Outlook: iPayment, Inc. Outlook -- Changed to Stable, from Negative iPayment Holdings, Inc. Outlook -- Changed to Stable, from Negative Headquartered in New York, New York, iPayment, Inc. is a merchant acquirer that provides credit and debit card-based payment processing services to small business merchants in the United States. iPayment generated revenues (net of interchange) of $317 million in twelve months ended September 30, 2014. The principal methodology used in these ratings was Business and Consumer Service Industry published in December 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. KU6 MEDIA: Promotes Senior VP Feng Gao to President --------------------------------------------------- Ku6 Media Co., Ltd., announced the appointment of Mr. Feng Gao as president of the Company, effective as of Dec. 29, 2014. Mr. Gao has served as the Company's senior vice president of strategic cooperation and the senior vice president of business development since September 2011. From 2005 to 2011, Mr. Gao served as industry cooperation director in Shanda Online and Shanda Computer, assistant president in Hurray! Holding and chief executive officer in Sun Shine after he joined Shanda Group in 2005. Prior to that, Mr. Gao served in Novell as China pre-sale engineer, China product marketing manager, China channel marketing manager and partner manager of the Asia Pacific region. Prior to that, Mr. Gao was an engineer in the Chinese Academy of Sciences. Mr. Gao received a bachelor's degree of computer science from Beijing Computer College. At the 2014 annual general meeting of shareholders held on Dec. 26, 2014, the Company's shareholders: 1. elected Xudong Xu, Robert Chiu, Haifa Zhu, Qingmin Dai, Yong Gui, Songhua Zhang and Jiangtao Li to serve as directors of the Company until the next annual general meeting of shareholders; and 2. approved, confirmed and ratified the appointment of PricewaterhouseCoopers Zhong Tian CPAs Limited Company as the independent auditor of the Company for the fiscal year ended Dec. 31, 2014. About Ku6 Media Ku6 Media Co., Ltd. -- http://ir.ku6.com/-- is an Internet video company in China focused on User-Generated Content. Through its premier online brand and online video website, www.ku6.com , Ku6 Media provides online video uploading and sharing service, video reports, information and entertainment in China. The Company's balance sheet at June 30, 2014, showed $5.83 million (RMB36.19 million) in total assets, $9.4 million (RMB58.34 million) in total liabilities and total stockholders' deficit of $3.57 million (RMB22.15 million). KU6 Media reported a net loss of $34.42 million in 2013, a net loss of $9.49 million in 2012 and a net loss of $49.38 million in 2011. PricewaterhouseCoopers Zhong Tian LLP, in Shanghai, the People's Republic of China, issued a "going concern" qualification in its report on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that facts and circumstances including recurring losses, negative working capital, net cash outflows, and uncertainties associated with significant changes planned to be made in respect of the Company's business model raise substantial doubt about the Company's ability to continue as a going concern. LEAK ENTERPRISES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Leak Enterprises, LLC 14159 Dickens Street #301 Sherman Oaks, CA 91423 Case No.: 14-15640 Nature of Business: Car Wash Chapter 11 Petition Date: December 29, 2014 Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Hon. Maureen Tighe Debtor's Counsel: Stephen L Burton, Esq. STEPHEN L. BURTON, ATTORNEY AT LAW 16133 Ventura Blvd 7th Fl Encino, CA 91436 Tel: 818-501-5055 Fax: 818-501-5849 Email: steveburtonlaw@aol.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Igor Kreychman, managing member. The Debtor did not include a list of its largest unsecured creditors when it filed the petition. LEGEND OIL: Says It's in Early Stages of Restructuring ------------------------------------------------------ Legend Oil and Gas, Ltd., filed its quarterly report on Form 10-Q, reporting net income of $292,000 on $218,000 of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $1.83 million on $193,000 of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $3.85 million in total assets, $7.13 million in total liabilities, and a stockholders' deficit of $3.28 million. The Company has incurred net operating losses and operating cash flow deficits over the last several years, continuing through Sept. 30, 2014. The Company is in the early stages of a management and operational restructuring of the risk managed process of acquisition, exploration, development and production of oil leaseholds, and has been funded primarily by borrowings under loan agreements and to a lesser extent by operating cash flows, to execute on its business plan for the acquisition, exploration, development and production of oil and gas reserves. These factors raise substantial doubt about the Company's ability to continue as a going concern, according to the regulatory filing. A copy of the Form 10-Q is available at: http://is.gd/3mzrWr Seattle, Washington-based Legend Oil and Gas, Ltd., is engaged in the exploration, development, and production of oil and gas found in properties in Western Canada and the United States. The Company acquires non-producing and producing oil and gas interests and develops oil and gas properties that it owns or has leasehold interests. LIME ENERGY: Obtains $10 Million Funding From Bison Capital ----------------------------------------------------------- Lime Energy Co. has completed a capital raise for $10 million in gross proceeds before offering expenses. The funding comes from Bison Capital, a highly regarded private equity firm with a track record of helping innovative, growth-oriented companies like Lime Energy realize their potential. "Energy efficiency program services are in high demand as the utility industry reinvents itself to meet the challenges of a new era," said CEO Adam Procell. "Lime Energy's groundbreaking solutions are leading the transformation of energy services for businesses and this infusion will help to ensure that we take advantage of the growth opportunities presented by the market." Seven of the nation's leading electric and natural gas utilities are already using Lime Energy to provide a wide range of B2B energy services for their customers. Through these utility energy efficiency programs, Lime develops and implements thousands of projects that make businesses more energy efficient, upgrade building infrastructure and result in millions of dollars of energy cost savings every year. Unlike traditional service providers, Lime is able to provide utilities with a complete solution of program management, marketing, engineering, sales and construction management. This fully integrated model results in higher participation rates, more reliable energy use reductions and greater customer satisfaction. "As utilities seek to expand their customer relationships beyond the meter, Lime Energy is bringing together rapidly advancing building technology, big energy data and low cost digital communication," said Procell. "We have built a strong technical sales team and equipped them with technology-enabled products and services which reflect our vast experience in developing and building energy efficiency projects on the customer's side of the meter." Andreas Hildebrand and Peter Macdonald of Bison Capital will join the company's board. "Lime Energy is the leading player in its industry segment and we believe it is uniquely well positioned to benefit from further growth in the energy efficiency market. Bison Capital is very excited to partner with Adam Procell and the management team at Lime Energy as they pursue their growth strategy," said Andreas Hildebrand, a partner at Bison Capital. From 2008 until joining Bison Capital Asset Management, LLC, in 2013, Mr. Hildebrand, age 47, was Co-Head of the Private Capital Investing Group at Goldman Sachs & Co., a platform dedicated to making private equity and debt investments in growth and middle market companies based in North America. Prior to joining Goldman Sachs, Mr. Hildebrand was a senior managing director in the Private Equity Group of GE Asset Management (GEAM), the investment management arm of General Electric Company. Mr. Hildebrand joined GEAM in 1994. Mr. Hildebrand received an A.B. from Princeton University and a MPhil from Cambridge University. Mr. Macdonald, age 56, has been a partner with Bison Capital Asset Management, LLC, since 2009. Mr. Macdonald was a managing director of BlackRock Kelso Capital Management, a provider of flexible financing solutions to middle-market companies, from 2006 to 2009. From 1994 until 2006, Mr. Macdonald was a Partner of Windward Capital Partners, a private equity firm he co-founded specializing in investments in middle market companies across diverse industries. From 1988 to 1994, Mr. Macdonald was a member of the Mergers & Acquisitions Group of CS First Boston. Mr. Macdonald received an MBA from The Wharton Graduate School of Business and a BS from the University of Southern California. Mr. Hildebrand and Mr. Macdonald were appointed pursuant to the terms of the Purchase Agreement and the Certificate of Designation. Mr. Hildebrand and Mr. Macdonald are partners of Bison Capital Asset Management, LLC. Bison entered into the Transaction pursuant to which Bison purchased certain shares of Series C Stock for $10,000,000, less certain fees and expenses. Initially, Mr. Hildebrand will serve on the Compensation Committee of the Board. It is expected that both Mr. Hildebrand and Mr. Macdonald will receive the standard non-employee director compensation, including, under the Company's 2010 Non-Employee Directors' Stock Plan, an initial grant of restricted stock with a market value equal to $40,000 upon the approval of the Board and an annual grant of restricted stock with a prorated market value equal to $20,000. On Dec. 23, 2014, the Company filed the Certificate of Designation with the Delaware Secretary of State. The Certificate of Designation sets forth the powers, designations, preferences and relative, participating, optional and other special rights, and qualifications, limitations and restrictions of the Series C Stock. On Dec. 23, 2014, the Board adopted amended and restated bylaws of the Company. The Amended and Restated Bylaws were effective as of Dec. 23, 2014. The bylaws of the Company were amended to provide that the ability of stockholders to remove any director from office with or without cause is subject to any agreement among the stockholders. Prior to the adoption of the Amended and Restated Bylaws, the Removal Right was not explicitly subject to any agreement among stockholders. On Dec. 23, 2014, the holders of a majority of the outstanding shares of Common Stock approved by written consent the Transaction, the full conversion and voting power of the Series C Stock without the limitations set forth in the Certificate of Designation that apply prior to such approval by stockholders, and all other matters required by the applicable Marketplace Rules of NASDAQ in connection with the offer, sale, issuance or delivery of the Series C Stock. That approval will be effective 20 calendar days after the mailing of an information statement to the Company's stockholders. About Lime Energy Headquartered in Huntersville, North Carolina, Lime Energy Co. -- http://www.lime-energy.com-- is engaged in planning and delivering clean energy solutions that assist its clients in their energy efficiency and renewable energy goals. The Company's solutions include energy efficient lighting upgrades, energy efficient mechanical and electrical retrofit and upgrade services, water conservation, building weatherization, on-site generation and renewable energy project development and implementation. The Company provides energy solutions across a range of facilities, from high-rise office buildings, distribution facilities, manufacturing plants, retail sites, multi-tenant residential buildings, mixed use complexes, hospitals, colleges and universities, government sites to small, single tenant facilities. Lime Energy reported a net loss available to common stockholders of $18.51 million in 2013, a net loss of $31.81 million in 2012 and a net loss of $18.93 million in 2011. The Company's balance sheet at Sept. 30, 2014, showed $31.11 million in total assets, $22.77 million in total liabilities and $8.33 million in total stockholders' equity. MADDY CLAIRE: Case Summary & 13 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Maddy Claire LLC 1222 2nd Street Marysville, WA 98270 Case No.: 14-19196 Nature of Business: Single Asset Real Estate Chapter 11 Petition Date: December 29, 2014 Court: United States Bankruptcy Court Western District of Washington (Seattle) Debtor's Counsel: Jesse Valdez, Esq. VALDEZ LEHMAN PLLC 600 108th Ave NE Ste 347 Bellevue, WA 98004 Tel: 425-458-4415 Email: jesse@valdezlehman.com Estimated Assets: $100,000 to $500,000 Estimated Liabilities: $1 million to $10 million The petition was signed by Dirk. T. DeYoung, authorized member of the LLC. A list of the Debtor's 13 largest unsecured creditors is available for free at http://bankrupt.com/misc/wawb14-19196.pdf MOBILE MINI: S&P Affirms BB Corp Credit Rating, Off Watch Negative ------------------------------------------------------------------ Standard & Poor's Ratings Services said it affirmed its 'BB' corporate credit rating on Tempe, Ariz.-based Mobile Mini Inc. S&P removed the rating from CreditWatch, where it placed it with negative implications on Nov. 14, 2014. The outlook is stable. At the same time, S&P affirmed its 'BB-' issue-level rating on Mobile Mini's unsecured notes. The '5' recovery rating on these notes, indicating S&P's expectation for modest recovery (10%-30%) in the event of a default, remains unchanged. S&P based its affirmation of the ratings on storage unit and mobile office unit leasing provider Mobile Mini on its solid earnings and strong free cash flow generation, which the company will apply toward debt reduction, despite initially higher debt leverage from its Dec. 10, 2014, acquisition of Evergreen Tank Solutions Inc. (ETS). Mobile Mini financed the $405 million acquisition with borrowings from its existing asset-based lending (ABL) revolver, which the company upsized by $100 million to $1 billion. The outlook is stable. "We expect Mobile Mini's credit metrics to temporarily decline in late 2014 through 2015 because of increased leverage from the ETS acquisition," said Standard & Poor's credit analyst Betsy Snyder. However, metrics should return to what they were before the acquisition by 2016 because of the company's strong cash flow generation and commitment to debt reduction. S&P could downgrade the company if its financial profile moderates because of weaker-than-expected earnings growth or material shareholder rewards, causing FFO to total debt to remain less than 20% beyond 2015. Although S&P do not consider this likely in 2015, it could upgrade the company if its financial profile improves such that FFO to debt rises above 30% for a sustained period. MOUNTAIN PROVINCE: Voluntarily Delists Common Stock --------------------------------------------------- Mountain Province Diamonds Inc. filed a Form 25 with the U.S. Securities and Exchange Commission to remove the registration its common stock, no par value per share. Mountain Province separately filed a Form 8-A/A solely in connection with the transfer of the listing of its common stock, no par value per share to The NASDAQ Stock Market LLC. The Company's Common Stock has been approved for listing on the NASDAQ Global Select Market of The NASDAQ Stock Market LLC under the symbol "MDM." 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. The Company's balance sheet at Sept. 30, 2014, showed C$200.8 million in total assets, C$41.4 million in total liabilities and C$159.4 million in total shareholders' equity. NATIONAL CINEMEDIA: Appoints Thomas Lesinski to its Board --------------------------------------------------------- National CineMedia, Inc., the managing member and owner of 45.8% of National CineMedia, LLC, the operator of the largest in-theatre digital media network in North America, announced that Thomas Lesinski has been appointed to its board of directors. Mr. Lesinski replaces James R. Holland, Jr., who resigned from the board effective Oct. 27, 2014. Mr. Holland had served on the Company's board of directors since its IPO in February 2007. Mr. Lesinski is the Founder and CEO of Energi Entertainment, a multi-media content production company. From 2013 to 2014, Mr. Lesinski was president of Digital Content and Distribution at Legendary Entertainment, a leading media company dedicated to owning, producing and delivering content to mainstream audiences with a targeted focus on the powerful fandom demographic. Prior to that role, from 2006 to 2013, Mr. Lesinski served as president, Digital Entertainment at Paramount Pictures, a global producer and distributor of filmed entertainment. Mr. Lesinski also served as president of Worldwide Home Entertainment at Paramount Pictures for three years, prior to which, he spent ten years in various leadership positions at Warner Bros. Entertainment and was a Managing Director for an advertising agency. Commenting on the director change, Kurt Hall NCM's Chairman and CEO said, "I would like to thank Jim for all of his great work as NCM's Lead Director and member of our Audit Committee since NCM's IPO in early 2007. While Jim will be missed, Tom's addition to our Board is timely as his marketing roots and deep experience in home entertainment and digital media will be invaluable as the media marketplace becomes more competitive with the growth of online and mobile advertising platforms." Also on Dec. 19, 2014, the Company entered into an indemnification agreement with Mr. Lesinski, in substantially similar form to the indemnification agreements entered into by the Company with its other directors and officers. The Indemnification Agreement requires the Company to indemnify Mr. Lesinski against liabilities that may arise by reason of his status or service as a director. It also requires the Company to advance any expenses incurred by Mr. Lesinski as a result of any proceeding against him as to which he could be indemnified and to obtain directors' and officers' insurance, if available on reasonable terms. About National CineMedia National CineMedia, Inc., is the holding company of National CineMedia, LLC. NCM LLC operates the largest digital in-theatre network in North America, allowing NCM to distribute advertising, Fathom entertainment programming events and corporate events under long-term exhibitor services agreements with American Multi-Cinema Inc., a wholly owned subsidiary of AMC Entertainment Inc.; Regal Cinemas, Inc., a wholly owned subsidiary of Regal Entertainment Group; and Cinemark USA, Inc., a wholly owned subsidiary of Cinemark Holdings, Inc. NCM LLC also provides such services to certain third-party theater circuits under "network affiliate" agreements, which expire at various dates. As of Sept. 25, 2014, National CineMedia had $993.6 million in total assets, $1.19 billion in total liabilities and a $200.2 million total deficit. * * * As reported by the TCR on March 24, 2011, Standard & Poor's Ratings Services raised its corporate credit ratings on Centennial, Colorado-based National CineMedia Inc. and operating subsidiary National CineMedia LLC (which S&P analyzes on a consolidated basis) to 'BB-' from 'B+'. "The 'BB-' corporate credit rating reflects S&P's expectation that NCM's EBITDA growth will enable the company to continue to de-lever over the intermediate term despite its aggressive dividend policy," said Standard & Poor's credit analyst Jeanne Shoesmith. NEWLEAD HOLDINGS: Sae Jung Oh Elected to Board of Directors ----------------------------------------------------------- NewLead Holdings Ltd. held its annual general meeting for 2014 on December 23 at which the shareholders elected Mr. Sae Jung Oh as Class II director to hold office from the conclusion of the Annual Meeting until the Company's 2017 annual general meeting. About NewLead Holdings Ltd. Based in Athina, Greece, NewLead Holdings Ltd. -- http://www.newleadholdings.com/-- is an international, vertically integrated shipping company that owns and manages product tankers and dry bulk vessels. NewLead currently controls 22 vessels, including six double-hull product tankers and 16 dry bulk vessels of which two are newbuildings. NewLead's common shares are traded under the symbol "NEWL" on the NASDAQ Global Select Market. NewLead Holdings reported a net loss of $158.22 million on $7.34 million of operating revenues for the year ended Dec. 31, 2013, as compared with a net loss of $403.92 million on $8.92 million of operating revenues in 2012. As of June 30, 2014, the Company had $210.69 million in total assets, $296.45 million in total liabilities and a $85.75 million total shareholders' deficit. EisnerAmper 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 a net loss, negative operating cash flows, a working capital deficiency, and shareholders' deficiency and has defaulted under its credit facility agreements. Those conditions raise substantial doubt about the Company's ability to continue as a going concern. NUVERRA ENVIRONMENTAL: Moody's Cuts Corp. Family Rating to Caa1 --------------------------------------------------------------- Moody's Investors Service downgraded the Corporate Family Rating ("CFR") of Nuverra Environmental Solutions, Inc. ("Nuverra") to Caa1 from B3, its Probability of Default rating to Caa1-PD from B3-PD, and the rating of its unsecured bonds to Caa2 from Caa1. The downgrade reflects Moody's expectation for free cash flow to approach $0 or even turn negative and for a material deterioration of the company's credit metrics in 2015 and 2016 as a result of the steep drop in crude oil and natural gas prices since the early fall 2014. Furthermore, the risks of the company engaging in a distressed exchange for its high coupon (9.875%) bonds is elevated due to the low bond price. The outlook is stable as the company's liquidity is adequate to support it in the near term, as denoted by the affirmed SGL-3 rating. Ratings Rationale The downgrade reflects Moody's expectation for a decline in revenue of 10-15% in 2015 (excluding the impact of the planned sale of Thermo-Fluids Inc ("TFI"), the business which collects used motor oil) as a result of the collapse in oil and natural gas prices since the early fall of 2014. In addition to the decline in the volume of drilling and production activity, Moody's expect prices paid by exploration and production ("E&P") companies for Nuverra's water solution services to decline which will weaken EBIT margins 200-300 basis points to low single digit percent. The E&P customers are aggressively searching for cost cutting opportunities to dampen the impact of the sharp decline in their core products and service providers will be part of the solution. As a result, Moody's expect leverage to reach 6.0x and EBIT coverage of interest to decline to about .1x from .4x. Moody's expect the company will reduce capex to minimal maintenance level, preventing free cash from turning negative. In addition, the company will need to find sources of capital to fund the $125-$150 million construction cost of the water pipeline it contracted with XTO Energy in late November 2014 for completion by the end of 2015. The company's significant revenue from transporting, processing, and disposing water from wells already in production should slow the pace of the revenue decline; the cost per barrel to maintaining production is still below current energy prices. Lastly, the TFI sale is likely to result in lower proceeds than the $100 million the company expected when it wrote down the unit during the third quarter 2014, due to price pressure from the crude oil market. Liquidity is adequate as connoted by the SGL-3 Speculatively Grade Liquidity rating. The primary liquidity source is the ABL which has its full $245 million amount accessible based on the asset valuation as of September 30, 2014, compared to $162 million drawn. Application of TFI sale proceeds to reduce ABL draw would increase availability. The stable outlook reflects the company's adequate liquidity which will support the company in the near term. An improved outlook for revenue and free cash flow, coupled with maintenance of adequate liquidity would lead to higher ratings. A greater than expected decline in revenue and profitability leading to meaningful negative free cash flow would lead to a downgrade. Moody's took the following rating actions on Nuverra Environmental Solutions, Inc.: Corporate Family Rating: Downgraded to Caa1 from B3 Probability of Default Rating: Downgraded to Caa1-PD from B3-PD $400 million senior bonds: Downgraded to Caa2/LGD5 from Caa1/LGD5 Speculative Grade Liquidity: Affirmed SGL-3 Outlook: Changed to stable from negative 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. Nuverra Environmental Solutions provides water, other fluid, and solids environmental solutions, including transportation, recycling, and disposal services, to customers engaged in unconventional onshore energy exploration and production in the US. The company is planning to divest its Thermo Fluids Inc. (TFI) oil reclamation business. Moody's forecast 2015 revenue and cash from operations of about $450 million and $40 million, respectively. ORCKIT COMMUNICATIONS: Postpones General Meeting to Jan. 20 ----------------------------------------------------------- Orckit Communications Ltd. announced that its extraordinary general meeting of shareholders will be postponed to Jan. 20, 2015, at 3:30 p.m. (Israel time), at the offices of the temporary liquidator of the Company, Adv. Lior Dagan, 1 Azrielli Center (Round Building, 35th Floor), Tel Aviv, Israel. The record date for the meeting remains Dec. 22, 2014. The agenda of the meeting is the approval of an arrangement between the Company and its creditors and related transactions pursuant to Section 350 of the Israeli Companies Law, 5759-1999. The arrangement requires the affirmative approval of a majority by number of the shareholders voting their shares, in person or by proxy, and holding at least 75% of the shares voting on the matter, unless the District Court of Tel Aviv will rule otherwise. The arrangement is also subject to the approval of the Company's creditors and the Court. In accordance with the ruling of the Court, proxy statements describing the proposal on the agenda and proxy cards will not be mailed to shareholders registered through the Company's U.S. transfer agent. Instead, the Company will file a proxy statement and a form of proxy card with the Securities and Exchange Commission on Form 6-K at least seven days prior to the meeting. These documents will be available to the public at the SEC's EDGAR Web site at http://www.sec.gov/edgar/searchedgar/companysearch.html.Each shareholder who is unable to attend the meeting in person will be required to print, complete, date and sign the proxy card and deliver it to the Company as will be described in the proxy statement. Those shareholders who hold ordinary shares in "street name" will also be required to contact their broker and receive an authorization to vote the shares on behalf of the broker, and return such authorization along with their proxy card to the Company as described in the proxy statement. Signed proxy cards (and broker authorizations) will be accepted at the office of the temporary liquidator until Jan. 20, 2015, at 1:00 p.m. (Israel time). The voting of shares held through members of the Tel Aviv Stock Exchange Clearinghouse will follow customary Israeli procedures. Specifically, the Company has filed an amended form of written ballot with the Israel Securities Authority on Dec. 24, 2014, and will file the terms of the arrangement with the ISA at least seven days prior to the meeting. These documents will be available to the public at the ISA's MAGNA Web site at http://www.magna.is.gov.iland the Maya Web site of the Tel Aviv Stock Exchange ("TASE") at http://www.maya.tase.co.il. TASE members, without charge, will send via email a link to the filing of such documents to its clients who hold shares of the Company and who have not duly instructed the broker otherwise in advance. Such clients are entitled to receive a confirmation of ownership (ishur baalut) from their brokers upon request. Signed written ballots (and confirmations of ownership) will be accepted at the office of the temporary liquidator until January 20, 2015, at 1:00 p.m. (Israeli time). For copies of relevant documents, or to send position statements, you may address Adv. Sivan Lev or Adv. Yonatan Ashkenazi at the office of the temporary liquidator of the Company at Tel. +972-3- 607-0819 or Fax +972-3-607-0830. About Orckit Tel-Aviv, Israel-based Orckit Communications Ltd. (TASE: ORCT) engages in the design, development, manufacture and marketing of advanced telecom equipment to telecommunication service providers in metropolitan areas. The Company's products are transport telecommunication equipment targeting high capacity packetized metropolitan networks. Kesselman & Kesselman, 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 has a capital deficiency, recurring losses, negative cash flows from operating activities and has significant future commitments to repay its convertible subordinated notes. These facts raise substantial doubt as to the Company's ability to continue as a going concern. Orckit reported a net loss of $5.9 million in 2013, a net loss of $6.46 million in 2012 and a net loss of $17.38 million in 2011. As of Dec. 31, 2013, the Company had $7.51 million in total assets, $21.54 million in total liabilities and a $14.03 million total capital deficiency. PASSAIC HEALTHCARE: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Passaic Healthcare Services, LLC d/b/a Allcare Medical 4470 Bordentown Avenue Sayreville, NJ 08872 Case No.: 14-36129 Nature of Business: Healthcare Chapter 11 Petition Date: December 31, 2014 Court: United States Bankruptcy Court District of New Jersey (Trenton) Judge: Hon. Christine M. Gravelle Debtor's Counsel: Joseph J. DiPasquale, Esq. Thomas Michael Walsh, Esq. TRENK, DIPASQUALE, DELLA FERA & SODONO, P.C. 347 Mt. Pleasant Avenue, Suite 300 West Orange, NJ 07052 Tel: 973-243-8600 Fax: 973-243-8677 Email: jdipasquale@trenklawfirm.com twalsh@trenklawfirm.com Estimated Assets: $10 million to $50 million Estimated Liabilities: $10 million to $50 million The petition was signed by Winthrop Hayes, president. List of Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ McKesson Medical Surgical Trade Debt $4,380,132 PO Box 630693 Cincinatti, OH 45263-0693 terri.duncan@mckesson.com Lerner, Richard Subordinated $1,928,423 2333 Morris Avenue, Ste. Seller Debt C210 NJ 07083 Email: rlerner@allcareoandp.com MagnaCare Employee $666,303 Attn: Sherrill Spatz-Billing Medical Claims 1600 Stewart Avenue Suite 700 Westbury, NY 11590 Drive Medical Design & Trade Debt $423,596 Manufacturing Attn: Mike Kelly 99 Seaview Boulevard Port Washington, NY 11050 Abrams Fensterman Legal Fees $366,410 Fensterman LLP 1111 Marcus Avenue Suite 107 Lake Success, NY 11042 Respironics Trade Debt $351,763 PO Box 405740 Atlanta, GA 30384 Invacare Corporation Trade Debt $344,831 PO Box 824056 Philadelphia, PA 19182-4056 Independence Medical NJ 01 Trade Debt $315,796 Attn: Accounting 1810 Summit Commerce Park Twinsburg, OH 44087 Resmed Corp. Trade Debt $274,425 PO Box 534593 Atlanta, GA 30353-4593 A1 International Trade Debt $274,407 2226 Morris Avenue Union, NJ 07083 Premier Courier Service Trade Debt $187,631 AIG Trade Debt $154,431 Medix Staffing Solutions Trade Debt $137,806 Medline Industries, Inc. Trade Debt $134,476 Linde Gas North America Trade Debt $132,052 Select Express & Logistics Trade Debt $122,880 Rolling Hills Properties LLC Trade Debt $99,421 Probasics/PMI Trade Debt $99,253 Brightree LLC Trade Debt $96,369 American Express Trade Debt $91,922 PORT AGGREGATES: Seeks Appointment of Chapter 11 Examiner --------------------------------------------------------- Port Aggregates, Inc., asks the U.S. Bankruptcy Court for the Western District of Louisiana, Lafayette Division, to direct the appointment of an examiner pursuant to Section 1104(c) of the Bankruptcy Code. According to the Debtor, an examiner is needed to conduct an investigation and thereafter, render a report to include, without limitation, the examiner's findings, recommendations, and conclusions regarding the allegations made within the state court action pending in the 31st Judicial District Court, Parish of Jefferson Davis, State of Louisiana, and also, to investigate the relationship of the plaintiffs in the State Court Action or some of them with at least one competitor of the Company, and also to investigate the Company's concerns. In the state court action, Timothy J. Guinn and other shareholders of Port Aggregates instituted a petition for derivative action against Port Aggregates and other companies. The basis for the state court action are allegations of mismanagement, self-dealing, and breaches of fiduciary duty by the defendants. About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities, as well as the statement of financial affairs, are due Jan. 2, 2015. The Debtor is required to submit a Chapter 11 plan and disclosure statement by April 20, 2015. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. PORT AGGREGATES: Proposes to Employ Gordon Arata as Counsel ----------------------------------------------------------- Port Aggregates, Inc., seeks authority from the U.S. Bankruptcy Court for the Western District of Louisiana, Lafayette Division, to employ Gordon, Arata, McCollam, Duplantis & Eagan, LLC, as counsel. Port Aggregates will require the firm to investigate assets of the estate, including, without limitation, claims and causes of action of the estate, possible recoveries from avoidance actions, rights in connection with ownership and/or lease of real estate, operation of limited liability companies in which the estate holds membership interests, operation of aggregate and ready-mix facilities, administration of other property of the estate in a way that insures cash controls, accountability and transparency of information to all constituencies (including creditors of business entities of which the estate holds ownership interests) and development toward reorganization of Port Aggregates. Furthermore, Port Aggregates will require the firm to remove and investigate certain claims made directly against Port Aggregates in the state court action styled TIMOTHY J. GUINN, JAMES P. GUINN, WILLIAM R. GUINN, ELLEN GUINN MARTEL, PHILIP L. GUINN, AND NATHANIEL STUART GUINN, INDIVIDUALLY, and as TRUSTEE FOR THE CAROLINE T. GUINN TRUST, THE JAMES PAUL GUINN, JR. TRUST, THE JOEL M. GUINN TRUST, THE LAURA KATHERINE GUINN TRUST, THE CRISTIAN J. GUINN TRUST AND THE ANNA C. GUINN TRUST versus PORT AGGREGATES, INC., TRICO CONSTRUCTION, INC., SOUTHWEST MATERIALS, INC., SOUTHERN BAR-B-QUE SAUCE, INC., ANDREW GUINN, SR., ANDREW LEE GUINN, JR., ADAM G. GUINN, DAWN GUINN TRAHAN, HOLLY GUINN DURKES, JOANN COLLIGAN, and JAMES MADDOX, SR., and docketed as case no. C-108-14 in the 31st Judicial District Court, Parish of Jefferson Davis, State of Louisiana Orleans Parish Civil District Court brought by certain minority shareholders that are core claims. The following professionals will take lead roles in representing the Debtor and will be paid at these hourly rates: Louis M. Phillips, Esq. $450 Gerald H. Schiff, Esq. $390 Peter A. Kopfinger, Esq. $350 Armistead M. Long, Esq. $290 Patrick "Rick" M. Shelby, Esq. $275 Paralegal/Legal Assistant $100 To secure the payment of any attorney's fees and reimbursable expenses, Gordon Arata has received in trust a retainer in the amount of $100,000. The firm has billed the Debtor for fees earned prior to the Petition Date for the work up until the Petition Date, and was paid $18,322 for those fees. Louis M. Phillips, Esq., at Gordon Arata, assures the Court that his firm is a "disinterested person" as the term is defined in Section 101(14) of the Bankruptcy Code and does not represent any interest adverse to the Debtors and their estates. The firm may be reached at: Louis M. Phillips, Esq. Peter A. Kopfinger, Esq. GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC One American Place 301 Main Street, Suite 1600 Baton Rouge, LA 70801-1916 Tel: (225) 381-9643 Fax: (225) 336-9763 E-mail: lphillips@gordonarata.com pkopfinger@gordonarata.com -- and -- Gerald H. Schiff, Esq. Armistead M. Long, Esq. GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC 400 East Kaliste Saloom Road, Suite 4200 Lafayette, LA 70508 Tel: (337) 237-0132 Fax: (337) 237-3451 E-mail: gschiff@gordonarata.com along@gordonarata.com -- and -- Patrick "Rick" M. Shelby, Esq. GORDON, ARATA, MCCOLLAM, DUPLANTIS & EAGAN, LLC 201 St. Charles Avenue, 40th Floor New Orleans, LA 70170-4000 Tel: (504) 582-1111 E-mail: pshelby@gordonarata.com About Port Aggregates Port Aggregates, Inc., filed a Chapter 11 bankruptcy petition (Bankr. W.D. Case No. 14-51580) in Lafayette, Louisiana, on Dec. 19, 2014, without stating a reason. The Debtor estimated $10 million to $50 million in assets and debt. The formal schedules of assets and liabilities, as well as the statement of financial affairs, are due Jan. 2, 2015. The Debtor is required to submit a Chapter 11 plan and disclosure statement by April 20, 2015. The case is assigned to Judge Robert Summerhays. The Debtor has tapped Louis M. Phillips, Esq., at Gordon, Arata, McCollam, Duplantis & Eagan LLC, as counsel. The petition was signed by Andrew L. Guinn, Sr., president. PORTER BANCORP: Appoints Bradford Ray as New Director ----------------------------------------------------- Porter Bancorp, Inc., parent company of PBI Bank, announced that Bradford T. Ray has been appointed to the boards of directors of Porter Bancorp, Inc. and PBI Bank, Inc. Mr. Ray, age 56, served in various leadership roles at Steel Technologies, Inc. from 1981 - 2010, including Chairman and CEO. He also served as an advisor to Steel Technologies, Inc., from 2010 - 2012. He has been a consultant with BTR Advisory Services since 2012 and has been an independent director at Global Brass and Copper Holdings, Inc., since Dec. 2014. Mr. Ray also serves on Bellarmine University's Board of Trustees in Louisville, Ky. "We welcome Mr. Ray to the boards of Porter Bancorp and PBI Bank and appreciate his commitment to the future of our organization," stated John T. Taylor, president and CEO of Porter Bancorp, Inc. "He brings significant leadership experience to us and will add a valuable perspective to our team." Porter Bancorp and PBI Bank have received notice of non-objection from its primary regulators to appoint Ray to its boards of directors. Mr. Ray fills the board positions being vacated by the retirement of William G. Porter as a director of Porter Bancorp and PBI Bank. "We also extend our sincere gratitude at this time to Mr. Porter for his dedication and leadership. We are extremely grateful for his advice and counsel over the many years he has served the bank," added Taylor. 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. The Company's balance sheet at Sept. 30, 2014, showed $1.03 billion in total assets, $1 billion in total liabilities, and stockholders' equity of $29.3 million. During the first nine months of 2014, the Company reported a net loss attributable to common shareholders of $8.8 million, compared with net loss attributable to common shareholders of $2.4 million for the first nine months of 2013. The increase in 2014 compared to 2013 is primarily attributable to an increase in provision for loan losses expense, coupled with a decrease in net interest income and non-interest income. At Sept. 30, 2014, the Company continued to be involved in various legal proceedings in which it disputes the material factual allegations. After conferring with its legal advisors, the Company believes it has meritorious grounds on which to prevail. "If we do not prevail, the ultimate outcome of any one of these matters could have a material adverse effect on our financial condition, results of operations, or cash flows," the Company said. The Company added that these matters create substantial doubt about its ability to continue as a going concern. PRAXSYN CORP: Depends on A/R Factoring to Finance Operations ------------------------------------------------------------ Praxsyn Corporation filed its quarterly report on Form 10-Q, reporting net income of $450,000 on $22.9 million of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $108,600 on $403,000 of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $16.5 million in total assets, $16.4 million in total liabilities, and a stockholders' equity of $70,800. Since inception, management has funded operations primarily through proceeds received in connection with factoring of accounts receivable on a nonrecourse basis from two primary factors, issuances of notes payable, and through sales of common stock. Also, its business is concentrated within the workers compensation market for which the collection of payments on receivables may be delayed for a significant period depending on various factors. Additionally, the Company us dependent upon a few third party marketing services, one of them being a related party, and derives almost 100% of revenues from customers referred by the marketing services. During the nine months ended Sept. 30, 2014 and 2013, the Company incurred a net loss of $12.3 million, and generated net income of $43,001, respectively. About $11.5 million of the net loss during the 2014 period consisted of stock-based expenses. It also had minimal stockholders' equity as of Sept. 30, 2014. Management believes that it will need additional accounts receivable factoring, or debt/equity financing to be able to implement our business plan. A copy of the Form 10-Q is available at: http://is.gd/8VyugE Praxsyn Corporation, formerly The Paws Pet Company, is a healthcare company headquartered in Irvine, California. The Company formulates transdermal creams for patients suffering from long-term pain associated with workplace-related injuries. PRESSURE BIOSCIENCES: Stockholders OK 5 Proposals at Meeting ------------------------------------------------------------ The stockholders of Pressure BioSciences, Inc., acting at the Company's special meeting of stockholders: (1) elected Richard Schumacher as Class III director to hold office until the 2017 Annual Meeting of Stockholders and until his successor is duly elected and qualified; (2) ratified the appointment of Marcum LLP as the Company's independent registered public accounting firm for 2014; (3) approved an amendment to the Company's articles of organization to increase the authorized number of shares of Common Stock by up to 50,000,000 shares, such increase to be effected through one or more amendments to the Company's articles of organization to be filed with the Secretary of the Commonwealth of Massachusetts at the discretion of the Board of Directors at any time during the twelve months following the date of the Meeting; (4) approved an amendment to the Company's articles of organization to increase the authorized number of shares of Preferred Stock by 1,000,000 shares to 2,000,000 shares; and (5) approved an amendment to the Company's articles of organization to effect a reverse stock split of the Common Stock by a ratio of not less than one-for-two and not more than one-for-twenty at any time within twelve months following the Meeting for the purpose of assisting the Company in meeting the listing requirements of the Nasdaq Capital Market or another exchange, with the decision of whether or not to implement a reverse stock split and the exact ratio to be set at a whole number within this range to be made by the Board of Directors in its sole discretion. About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences reported a net loss applicable to common shareholders of $5.24 million on $1.50 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stockholders of $4.40 million on $1.23 million of total revenue in 2012. As of Sept. 30, 2014, the Company had $1.45 million in total assets, $3.55 million in total liabilities and a $2.07 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. The auditors said these conditions raise substantial doubt about its ability to continue as a going concern. PULSE ELECTRONICS: Suspending Filing of Reports with SEC -------------------------------------------------------- Pulse Electronics Corporation filed a Form 15 with the U.S. Securities and Exchange Commission to terminate the registration of its common stock. As a result of the Form 15 filing, the Company is not anymore obligated to file periodic reports with the SEC. 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 July 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 $356 million of net sales for the year ended Dec. 27, 2013, as compared with a net loss of $32.09 million on $373 million of net sales for the year ended Dec. 28, 2012. The Company's balance sheet at Sept. 26, 2014, showed $179 million in total assets, $250 million in total liabilities, and a $71.5 million shareholders' deficit. RESPONSE BIOMEDICAL: Files Revised Version of Hangzhou Term Sheet ----------------------------------------------------------------- Response Biomedical Corp. had amended its current report on Form 8-K filed on Oct. 21, 2014. The prior version of the Form 8-K included an Exhibit 10.2 that was being re-filed to include disclosure of certain durational terms contained in the Binding Term Sheet dated as of Oct. 15, 2014, by and between the Company and Hangzhou Joinstar Biomedical Technology Co., Ltd. A copy of the Binding Term Sheet, as amended, is available at: http://is.gd/42iKyf Response Biomedical had entered into a funded Technology Development Agreement with Hangzhou Joinstar to support the co- development by Response and Joinstar of components and multiple assays that will run on a high throughput rapid immunoassay analyzer developed by Joinstar. Under the terms of the Technology Development Agreement and related agreements, Response will receive cash proceeds totaling approximately $8.82 million. The parties have also entered into a binding term sheet for a definitive Supply Agreement whereby Response will provide certain raw materials to Joinstar required for Joinstar to manufacture these multiple assays. 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. The Company's balance sheet at Sept. 30, 2014, showed $12.3 million in total assets, $15.6 million in total liabilities and total stockholders' deficit of $3.32 million. 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. POSITIVEID CORP: Amends $550,000 Conv. Debenture with Dominion -------------------------------------------------------------- PositiveID Corporation entered into an amendment and restatement in full of $550,000 Senior Secured, Convertible, Redeemable Debenture with Dominion Capital LLC on Dec. 24, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. The original Debenture was assigned from Ironridge Global IV, Ltd., to Dominion. The principal and accrued interest owed under the Debenture was $434,592 as of Dec. 1, 2014. Additionally, on Dec. 24, 2014, the Company and the Purchaser entered into a $158,400 Senior Convertible, Redeemable Debenture of PositiveID Corporation, which was issued without proceeds as consideration for the Purchaser buying out Ironridge, including legal and transaction fees. As of Dec. 24, 2014, the Company no longer has any outstanding debt owed to Ironridge. The Debenture and the Note bear interest at the rate of 12% per annum; the Debenture is due on demand and the Note is due and payable on May 31, 2015; and may be converted by the Purchaser into shares of Company common stock at a conversion price equal to a 37.5% discount of the lowest volume weighted average price during fifteen days prior to closing (subject to adjustment as determined in Debenture and Note). The Debenture and Note also contain certain representations, warranties, covenants and events of default, and increases in the amount of the principal and interest rates under the Debenture and Note in the event of those defaults. A full-text copy of the amended Convertible Debenture is available for free at http://is.gd/v17gV2 About PositiveID Delray Beach, Fla.-based PositiveID Corporation has historically developed, marketed and sold RFID systems used for the identification of people in the healthcare market. Beginning in early 2011, the Company has focused its strategy on the growth of its HealthID business, including the continued development of its GlucoChip, its Easy Check breath glucose detection device, its iglucose wireless communication system, and potential strategic acquisition opportunities of businesses that are complementary to its HealthID business. PositiveID reported a net loss attributable to common stockholders of $13.33 million on $0 of revenue for the year ended Dec. 31, 2013, as compared with a net loss attributable to common stockholders of $25.30 million on $0 of revenue in 2012. As of Sept. 30, 2014, the Company had $1.36 million in total assets, $9.02 million in total liabilities and a $7.66 million total stockholders' deficit. EisnerAmper 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 a working capital deficiency and an accumulated deficit. Additionally, the Company has incurred operating losses since its inception and expects operating losses to continue during 2014. These conditions raise substantial doubt about its ability to continue as a going concern. PRESSURE BIOSCIENCES: Re-Prices Common Stock Purchase Warrants -------------------------------------------------------------- Pressure BioSciences, Inc., closed a series of warrant reset agreements with 30 warrant holders in order to re-price their Common Stock Purchase Warrants, according to a Form 8-K filed with the U.S. Securities and Exchange Commission. In consideration for the Warrant Holder exercising their outstanding Warrants by or before Dec. 23, 2014, the Company agreed to reduce the exercise price to $0.25 per Warrant share. In addition, for each Warrant exercised, the Warrant Holder received a new Warrant to purchase that same number of Warrant Shares as exercised, at an exercise price of $0.40 per share. If the Exercised Warrant terminated on or before Dec. 31, 2015, the date of termination of the New Warrant is Dec. 31, 2015. If the date of termination of the Exercised Warrant was after Dec. 31, 2015, the date of termination of the New Warrant is the same as that of the Exercised Warrant. As a result of the Warrant Reset Agreements, the Company received $903,000. The Company has issued New Warrants for 3,612,000 warrant shares, and has requested its transfer agent to issue 3,612,000 shares of restricted Common Stock to the investors. Neither the Exercised Warrant Shares nor the shares underlying the New Warrants will be registered for sale pursuant to a registration statement. The anticipated use of proceeds from this transaction will be for sales and marketing, applications and product development, repayment of debt, general working capital and corporate purposes, and the expenses of the transaction. About Pressure Biosciences Pressure BioSciences, Inc., headquartered in South Easton, Massachusetts, holds 14 United States and 10 foreign patents covering multiple applications of pressure cycling technology in the life sciences field. Pressure Biosciences reported a net loss applicable to common shareholders of $5.24 million on $1.50 million of total revenue for the year ended Dec. 31, 2013, as compared with a net loss applicable to common stockholders of $4.40 million on $1.23 million of total revenue in 2012. As of Sept. 30, 2014, the Company had $1.45 million in total assets, $3.55 million in total liabilities and a $2.07 million total stockholders' deficit. Marcum LLP, in Boston, Massachusetts, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has had recurring net losses and continues to experience negative cash flows from operations. The auditors said these conditions raise substantial doubt about its ability to continue as a going concern. SHERIDAN FUND I: S&P Revises Outlook to Neg. & Affirms 'B+' Rating ------------------------------------------------------------------ Standard & Poor's Ratings Services said it has revised its outlooks on Sheridan Production Partners I-A, Investment Partners I, and Production Partners I-M (collectively referred to as Sheridan Fund I) to negative from stable. At the same time, S&P affirmed all of its ratings on Sheridan Fund I, including its 'B+' counterparty credit and senior secured debt ratings. "Our outlook revision on Sheridan Fund I primarily reflects the company's production underperformance, which caused the firm's EBITDA to decline and left it with weaker leverage metrics than we had previously anticipated," said Standard & Poor's credit analyst Trevor Martin. S&P's rating on the company continues to reflect its weak competitive position, resulting from its relatively small scale (as measured by total proved reserves) and limited production growth potential. Furthermore, the fund's investments have limited geographic diversification. Somewhat offsetting these weaknesses are senior management's extensive experience in the oil and gas industry, the company's long-term, locked-in limited partner (L.P.) capital base, and its high proportion of proved developed reserves to total reserves, which reduces operating risk. Sheridan Fund I's production during the first nine months of 2014 was lower than anticipated, leading to lower revenues and EBITDA. Most notably, the company's production levels from the Permian Basin and the Mid-Continental region have been well below plan. Production from the Permian District was 4,983 Boe/d, or 11% below plan for the first nine months of 2014. This decline in production led EBITDA to fall to $225 million for the first nine months of 2014 (annualized) compared with $286 million for full- year 2013. This resulted in leverage, as measured by debt-to- EBTIDA, of 5.2x, which was slightly above S&P's expectations of 4x-5x. S&P expects Sheridan Fund I's leverage to increase slightly at year-end 2014 before falling back to 4.5x-5.0x over the next two years. The fund generally utilizes a 50%/50% split between distributions to investors and capital expenditures. S&P's ratings also incorporate the expectation that management will be willing to appropriate a portion of the company's cash flows for debt reduction if leverage remains above 5x. The negative outlook reflects S&P's view that weaker crude oil prices over the next year could make it difficult for the company to reduce leverage below 5x for a sustained period, even considering the increased production S&P expects the company to achieve in 2015. S&P also considers that weaker crude prices could make it more difficult for the company to layer on new hedges at favorable prices for 2016 and beyond. However, S&P believes that management could use a portion of the company's excess cash flows to reduce debt if EBITDA continues to be lower than expected. If production falls short of S&P's estimates or if commodity prices do not improve as S&P expects, such that it believes leverage would remain over 5x, S&P could lower the rating. Alternatively, S&P could revise the outlook to stable if the company's production increases to over 17,000 Boe/d as expected, market conditions improve, and it demonstrates a willingness to use a portion of its cash flows to reduce its borrowings so that debt-to-EBITDA falls below 5x. SHERIDAN FUND II: S&P Revises Outlook to Neg. & Affirms B+ Rating ----------------------------------------------------------------- Standard & Poor's Ratings Services said it has revised its outlooks on Sheridan Production Partners II-A, Investment Partners II, and Production Partners II-M (collectively referred to as Sheridan Fund II) to negative from stable. At the same time, S&P affirmed all of its ratings on Sheridan Fund II, including its 'B+' counterparty credit and senior secured debt ratings. "Our outlook revision on Sheridan Fund II primarily reflects the company's production underperformance in 2014, which led its EBITDA to decline and left the firm with weaker leverage metrics than we had previously anticipated," said Standard & Poor's credit analyst Trevor Martin. At the same time, S&P's rating continues to reflect Sheridan Fund II's weak competitive position, due to its relatively small scale (as measured by total proved reserves), and the firm's limited production growth potential. Furthermore, the fund's investments have limited geographic diversification. Somewhat offsetting these weaknesses are senior management's extensive experience in the oil and gas industry, the company's long-term, locked-in limited partner (L.P.) capital base, and its high levels of proved developed reserves to total reserves, which reduces operating risk. Sheridan Fund II's production during the first nine months of 2014 was lower than anticipated because of longer-than-expected down time on its wells, third-party midstream curtailments, and the need to adjust the timing of its investment program, which led to lower revenues and EBITDA. Most notably, the company's production in the Permian Basin and the Rocky Mountain region has been well below plan. Production in the Permian Basin was 16,553 Boe/d, or 10% below plan, for the first nine months of 2014. The production decline led the company's EBITDA to grow less than forecast, climbing to $254 million for the first nine months of 2014 (annualized). Although this was a substantial increase over 2013 levels, S&P expected an even greater return since the company did not complete its final (and by far, the largest) acquisition until early 2013. The company's leverage, as measured by debt-to- EBITDA, was about 6x as of the end of September 2014, which is higher than S&P's expectations of 4x-5x. S&P expects leverage to fall back to 4.0x-5.0x over the next two years as production increases. The fund generally utilizes a 50%/50% split between distributions to investors and capital expenditures. S&P's rating also incorporates the expectation that management will be willing to use a portion of the company's cash flows for debt reduction if leverage remains above 5x. The negative outlook reflects S&P's view that weaker crude oil prices over the next year could make it difficult for the company to decrease leverage below 5x for a sustained time period, even considering the increased production S&P expects the company to achieve in 2015. The weaker crude prices could also make it more difficult for the company to layer on new hedges at favorable prices for 2016 and beyond. However, S&P believes that management could use a portion of excess cash flows to reduce debt if EBITDA continues to be lower than expected. If production falls short of S&P's estimates or if commodity prices do not improve as it expects, such that S&P believes leverage would remain over 5x, S&P could lower the rating. Alternatively, S&P could revise the outlook to stable if the company's production increases to over 20,000 Boe/d as expected, market conditions improve, and it demonstrates a willingness to use a portion of its cash flows to reduce its borrowings so that debt-to-EBITDA falls below 5x. SHILO INN: Approved to Use CB&T's Cash Collateral Until March 31 ---------------------------------------------------------------- The U.S. Bankruptcy Court approved a stipulation authorizing Shilo Inn, Twin Falls, LLC, et al.'s use of cash collateral until March 31, 2015. The stipulation entered between the Debtors and California Bank & Trust provides that, among other things: -- the Debtors are authorized to use cash collateral to pay all of the expenses, with authority to deviate from each line item contained in the budgets by not more than 15%, so long as the deviation does not exceed 5% on a cumulative basis; -- in the event that the Debtors are required to incur unanticipated CapEx expenses in excess of $5,000, which are not included in the budgets, the Debtors will seek consent of CB&T which consent will not be unreasonably withheld; -- as adequate protection from any diminution in value of the lender's collateral, the Debtor will grant the lender replacement liens on postpetition rents, revenues, issues and profits of each of the Debtors; and make monthly adequate protection payments to CB&T at 5% interest per annum. A copy of the stipulation is available for free at http://bankrupt.com/misc/ShiloInn_501_stipcashcollateral.pdf About Shilo Inn, Twin Falls Shilo Inn, Twin Falls, LLC, and six affiliates filed a Chapter 11 petition (Bankr. C.D. Cal. Case No. 13-21601) on May 1, 2013. Judge Richard M. Neiter presides over the case. Shilo Inn, Twin Falls, estimated assets of at least $10 million and debts of at least $1 million. Shilo Inn, Twin Falls; Shilo Inn, Nampa Blvd, LLC; Shilo Inn, Newberg, LLC; Shilo Inn, Seaside East, LLC, Shilo Inn, Moses Lake, Inc.; and Shilo Inn, Rose Garden, LLC each operates and owns a hotel. California Bank and Trust is the primary, senior secured lender for each of the Debtors. The Debtors sought Chapter 11 protection after CBT on May 1, 2013, filed for receiverships in district court. David B. Golubchick, Esq., Kurt Ramlo, Esq., and J.P. Fritz, Esq., at Levene, Neale, Bender, Yoo & Brill LLP, in Los Angeles, represent the Debtors in their restructuring effort. The Debtors' Joint Plan of Reorganization dated Aug. 29, 2013, provides for payment of all claims in full, unless otherwise agreed with the claimholder, with unsecured claims to be paid over a three-month period from the Plan Effective Date. SIMPLEXITY LLC: Stipulation with Fifth Third Bank Approved ---------------------------------------------------------- U.S. Bankruptcy Judge Kevin Gross has approved a stipulation resolving Simplexity, LLC's claims against Fifth Third Bank and allowing claims of the bank under the DIP financing order. Under the deal, Simplexity will release its claims against Fifth Third while the bank's claim on account of the pre-bankruptcy loan will be allowed. The settlement will be effectuated through amendments to the bankruptcy court's order that approved a $2.1 million financing to get Simplexity through bankruptcy. The DIP loan will be increased from $2.1 million to $3.725 million, according to the agreement. About $1.5 million of the carve-out from Fifth Third's cash collateral will be used for administrative expenses. Meanwhile, $125,000 will be turned over to a trustee, who will be appointed when the company's Chapter 11 case is converted to a Chapter 7 liquidation, to fund the prosecution of claims. After the case is converted, the first $1 million recovered from claims will be used to reimburse creditors holding administrative claims, according to the agreement. The U.S. Trustee earlier objected to the stipulation saying that it sets in motion a substantive outcome of these cases that adversely affects the substantive rights of creditors and parties- in-interest by allowing estate professionals to be paid without court order ahead of other administrative creditors, improperly invokes the use of Section 105 of the Bankruptcy Code and contravenes other various provisions of the Bankruptcy Code including but not limited to Sections 702 and 726. 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. SUNFLOWER RESORT: Case Summary & 2 Unsecured Creditors ------------------------------------------------------ Debtor: Sunflower Resort, LLC 8010 Firenze Blvd Orlando, FL 32836 Case No.: 14-13901 Chapter 11 Petition Date: December 31, 2014 Court: United States Bankruptcy Court Middle District of Florida (Orlando) Debtor's Counsel: David R McFarlin, Esq. WOLFF, HILL, MCFARLIN & HERRON, P.A. 1851 West Colonial Drive Orlando, FL 32804 Tel: 407-648-0058 Fax: 407-648-0681 Email: dmcfarlin@whmh.com Estimated Assets: $1 million to $10 million Estimated Liabilities: $1 million to $10 million The petition was signed by Mary T Mai Nguyen, managing member. A list of the Debtor's two largest unsecured creditors is available for free at http://bankrupt.com/misc/flmb14-13901.pdf T-REX OIL: Reports $284K Net Loss for Q3 of 2014 ------------------------------------------------ T-Rex Oil, Inc., filed its quarterly report on Form 10-Q, reporting a net loss of $285,000 on $nil of total revenue for the quarter ended Sept. 30, 2014, compared with a net loss of $209,000 on $nil of total revenue for the same period in 2013. The Company's balance sheet at Sept. 30, 2014, showed $2.53 million in total assets, $nil in total liabilities, and a stockholders' equity of $2.53 million. A copy of the Form 10-Q is available at: http://is.gd/L90bOP About T-Rex Oil T-Rex Oil, Inc., formerly Rancher Energy Corp., is engaged in the development, production, and low risk exploration of oil and gas including unconventional natural gas, in the Rocky Mountain region of the continental United States; specifically, in the Rocky Mountain area of Utah, Colorado, Montana and Wyoming, and some Mid Continent areas. Effective March 1, 2011, the Company sold all of its oil and gas properties, which has allowed it to eliminate the majority of its debt and also provide financial resources during its continuing reorganization. The Company was formerly known as Metalex Resources, Inc., and changed its name to Rancher Energy Corp. in 2006. Rancher Energy Corp. was incorporated in the State of Nevada on Feb. 4, 2004. Rancher Energy filed for Chapter 11 bankruptcy protection (Bankr. D. Colo. Case No. 09-32943) on Oct. 28, 2009. In its petition, the Company estimated assets and debts of between $10 million and $50 million each. The Debtor is represented by lawyers at Onsager, Staelin & Guyerson, LLC. The Company sold substantially all of its assets effective March 1, 2011, to Linc Energy Petroleum (Wyoming), Inc. in exchange for cash of $20 million plus other potential future consideration up to $825,000, and subject to other adjustments. The deal was approved Feb. 24, 2011. As reported in the Troubled Company Reporter on March 25, 2011, the Company delivered to the Bankruptcy Court a first amended Chapter 11 plan of reorganization, and first amended disclosure statement explaining that plan. The Bankruptcy Court approved the Second Amended Plan of Reorganization and accompanying Disclosure Statement of Rancher Energy Corporation on Sept. 10, 2012. The Plan became effective on Oct. 10, 2012. The report of Rancher Energy's independent registered public accounting firm on the financial statements for the years ended March 31, 2013, and 2012, includes an explanatory paragraph relating to the uncertainty of the Company's ability to continue as a going concern. The Company has incurred a cumulative net loss of approximately $91 million for the period from incorporation, Feb. 4, 2004, to Sept. 30, 2013. TAMINCO GLOBAL: S&P Raises Corp. Credit Rating From 'B+' -------------------------------------------------------- Standard & Poor's Ratings Services raised its ratings, including its corporate credit rating, on Taminco Global Chemical Co., to 'BBB' from 'B+'. The outlook is negative. S&P removed all ratings from CreditWatch, where it placed them with positive implications on Sept. 11, 2014, following the announcement by Eastman Chemical Co. of a plan to acquire Taminco. S&P is also withdrawing all ratings on Taminco, including the corporate credit rating. The rating actions follow the completion of the acquisition of Taminco by Eastman Chemical Co. Because Taminco is now owned by Eastman, S&P initially raised its ratings on Taminco to bring them in line with S&P's ratings on Eastman. S&P is withdrawing its ratings on Taminco in a subsequent action because the company has either paid down all its debt or taken meaningful steps to pay down debt. The company also requested that S&P withdraw its ratings on Taminco. TECHPRECISION CORP: Inks $2.25 Million Term Loan with Revere ------------------------------------------------------------ TechPrecision Corporation, through its wholly owned subsidiary, Ranor, Inc., entered into a term loan and security agreement with Revere High Yield Fund, LP. Pursuant to the TLSA, Revere agreed to loan an aggregate of $2.25 million to Ranor under a Term Loan Note in the aggregate principal amount of $1.5 million and a Term Loan Note in the aggregate principal amount of $750,000. The First Loan Note is collateralized by a secured interest in all of Ranor's Massachusetts facility and certain machinery and equipment at Ranor. The Second Loan Note is collateralized by a secured interest in certain accounts, inventory and equipment of Ranor. Payments under the TLSA and Notes are due as follows: (a) payments of interest only on advanced principal on a monthly basis on the first day of each month from Feb. 1, 2015, until Dec. 31, 2015, with an annual interest rate on the unpaid principal balance of the Notes equal to 12% per annum; and (b) the principal balance plus accrued and unpaid interest payable on Dec. 31, 2015. Ranor's obligations under the TLSA and the Notes are guaranteed by the Company pursuant to a Guaranty Agreement with Revere. Pursuant to the TLSA, Ranor is subject to certain affirmative covenants which, among other things, require Ranor to (1) maintain certain levels of insurance; (2) preserve and defend the collateral; and (3) provide Revere with certain ongoing financial, labor and other information. Additionally, pursuant to the TLSA, Ranor is subject to certain restrictive covenants which, among other things, restrict Ranor's ability to (1) create, incur, assume, suffer to exist, guarantee or otherwise become or remain, directly or indirectly, liable with respect to any indebtedness, except for under the TLSA and any pre-existing indebtedness; (2) create a valid and perfected lien on or security interest in the collateral; (3) enter into any merger, consolidation or reorganization, or reclassify its stock or suffer a change of control; (4) liquidate, wind up or dissolve itself; (5) sell, dispose, transfer, assign, pledge, license, lease, convey or hypothecate any of the collateral; (6) change its name or business; (7) prepay, redeem, defease, purchase or otherwise any acquire any of its indebtedness; or (8) enter into certain transactions with its affiliates or change its accounting methods. The restrictions of these covenants are subject to certain exceptions specified in the TLSA and in some cases may be waived by written consent of Revere. Any failure to comply with the affirmative covenants or restrictive covenants outlined in the TLSA without waiver by Revere or certain other provisions in the TLSA is an event of default, pursuant to which Revere may accelerate the repayment of the loan. The Company utilized $1.45 million of the proceeds of the Notes to pay off loan obligations owed to Santander Bank, N.A., plus breakage fees on a related interest swap of $220,000 under a previous the Loan Agreement with Santander Bank, N.A. The remaining proceeds of the Notes were retained by the Company to be used for general corporate purposes. On Dec. 22, 2014, pursuant to a recommendation by the Compensation Committee of the Company's board of directors, the Board reduced the fees and compensation to be paid to its former Executive Chairman for his services as the Company's Executive Chairman to $0 per month effective March 1, 2014. Len Anthony, the Company's former Executive Chairman, agreed to that reduction in his fees and compensation for his service as the Company's Executive Chairman. On Dec. 22, 2014, the Board also adjusted the fees and compensation to be paid to each non-employee member of the Board for services as a director and on each committee of the Board to $0, effective as of Jan. 1, 2014. About TechPrecision TechPrecision Corporation (OTC BB: TPCSE), through its wholly owned subsidiaries, Ranor, Inc., and Wuxi Critical Mechanical Components Co., Ltd., globally manufactures large-scale, metal fabricated and machined precision components and equipment. The Company reported a net loss of $1.27 million on $6.23 million of net sales for the three months ended June 30, 2014, compared with a net loss of $1.42 million on $7.09 million of net sales for the same period a year ago. The Company's balance sheet at Sept. 30, 2014, showed $14.8 million in total assets, $13 million in total liabilities, and stockholders' equity of $1.82 million. At June 30, 2014, TechPrecision had negative working capital of $3.4 million as compared with negative working capital of $2 million at March 31, 2014. As of June 30, 2014, the Company had $0.9 million in cash and cash equivalents compared to $1.1 million at March 31, 2014. KPMG LLP, in Philadelphia, Pennsylvania, issued a "going concern" qualification on the consolidated financial statements for the year ended March 31, 2013. The independent auditors noted that the Company was not in compliance with the fixed charges and interest coverage financial covenants under their credit facility, and the Bank has not agreed to waive the non-compliance with the covenants. Since the Company is in default, the Bank has the right to accelerate payment of the debt in full upon 60 days written notice. The Company has suffered recurring losses from operations, and the Company's liquidity may not be sufficient to meet its debt service requirements as they come due over the next twelve months. These circumstances raise substantial doubt about the Company's ability to continue as a going concern. TIFCO ENTERPRISES: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Tifco Enterprises, Inc. dba Polar Insulation 511 South Hwy 71 Wewahitchka, FL 32465 Case No.: 14-50424 Chapter 11 Petition Date: December 30, 2014 Court: United States Bankruptcy Court Northern District of Florida (Panama City) Judge: Hon. Karen K. Specie Debtor's Counsel: Charles M. Wynn, Esq. CHARLES WYNN LAW OFFICES, P.A. P.O. Box 146 Marianna, FL 32447 Tel: 850-526-3520 Fax: 850-526-5210 Email: candy@wynnlaw-fl.com court@wynnlaw-fl.com Total Assets: $562,348 Total Liabilities: $1.07 million The petition was signed by Jesus A. (Tony) Muina, president. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/flnb14-50424.pdf TRANS ENERGY: Sells ORRI in Virginia Leases for $11 Million ----------------------------------------------------------- American Shale Development, Inc., a wholly owned subsidiary of Trans Energy, Inc. (Sellers), closed a transaction pursuant to a purchase and sale agreement executed as of Dec. 24, 2014, with Wellbore Capital, LLC, pursuant to which the Sellers granted to Wellbore overriding royalty interests in certain leases located in Wetzel and Marion Counties, West Virginia. Under the PSA, the purchase price for the ORRI was $11 million, of which the Company received approximately $10.7 million in cash at closing. The PSA provides Wellbore the right to sell its interests in the ORRI to a third party acquiror in the event that the Sellers sell all of their interests in the oil and gas properties to such acquiror. If that sale occurs prior to Dec. 31, 2017, Wellbore also has the right to require the Sellers to repurchase the ORRI for a certain return on its investment in the ORRI. 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. As of Sept. 30, 2014, the Company had $103.61 million in total assets, $130.2 million in total liabilities and a $26.60 million total stockholders' deficit. TROY TOOLING: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Troy Tooling Technologies, LLC P.O. Box 397 Fraser, MI 48026 Case No.: 14-59743 Chapter 11 Petition Date: December 30, 2014 Court: United States Bankruptcy Court Eastern District of Michigan (Detroit) Judge: Hon. Walter Shapero Debtor's Counsel: Lynn M. Brimer, Esq. STROBL & SHARP, P.C. 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304 Tel: (248) 540-2300 Email: lbrimer@stroblpc.com - and - Meredith Taunt, Esq. STROBL & SHARP, P.C. 300 East Long Lake Road, Suite 200 Bloomfield Hills, MI 48304 Tel: 248-540-2300 Email: mtaunt@stroblpc.com Total Assets: $405,355 Total Liabilities: $1.33 million The petition was signed by Dennis Allan Cedar, sole member. A list of the Debtor's 20 largest unsecured creditors is available for free at http://bankrupt.com/misc/mieb14-59743.pdf TUCSON COUNTRY: S&P Lowers Refunding Bond Rating to 'BB-' --------------------------------------------------------- Standard & Poor's Ratings Services lowered its long-term rating to 'BB-' from 'BB+' on the Pima County Industrial Development Authority, Ariz.'s educational revenue refunding bonds, series 2007, issued for the Tucson Country Day School, a kindergarten through eighth-grade charter school located in Tucson. The outlook is negative. "The rating action reflects our view of the school's consistently negative operations, as demonstrated by the school's recent deficits, and maximum annual debt service coverage at or below 1x for the past three fiscal years," said Standard & Poor's credit analyst Phillip Pena. The negative outlook reflects S&P's anticipation that the school will be unable to meet its unrestricted net asset covenant, and that it will thus need to engage a management consultant. UNIVERSAL COOPERATIVES: Wants Until Feb. 9 to Remove Actions ------------------------------------------------------------ Universal Cooperatives, Inc., et al., have asked the Bankruptcy Court to extend until Feb. 9, 2015, the period within which they may remove causes of action. The Debtors need more time to review the actions to determine if any should be removed pursuant to Bankruptcy Rule 9027(a). The Debtors have begun formulating a plan of liquidation that they hope to file in the near term. About Universal Cooperatives As an inter-regional farm supply cooperative, Universal Cooperatives, Inc. consolidates the purchasing power of its members to procure, and/or manufacture, and distribute high quality products at competitive prices. Universal has 14 voting members and over 50 associate members. Eagan, Minnesota-based Universal Cooperatives and its affiliates sought Chapter 11 protection (Bankr. D. Del. Lead Case No. 14- 11187) on May 11, 2014. The debtor-affiliates are Heritage Trading Company, LLC; Bridon Cordage LLC; Universal Crop Protection Alliance, LLC; Agrilon International, LLC; and Pavalon, Inc. UCI do Brasil, a majority-owned subsidiary located in Brazil, is not a debtor in the Chapter 11 cases The cases are assigned to Judge Mary F. Walrath. Universal estimated $1 million to $10 million in assets and $10 million to $50 million in debt. Heritage estimated less than $10 million in assets and debt. Universal Cooperatives disclosed $12,090,939 in assets and $29,320,221 in liabilities as of the Chapter 11 filing. The Debtors have tapped Travis G. Buchanan, Esq., Robert S. Brady, Esq., Andrew L. Magaziner, Esq., and Travis G. Buchanan, Esq., at Young Conaway Stargatt & Taylor, LLP; and Mark L. Prager, Esq., Michael J. Small, Esq., and Emil P. Khatchatourian, Esq., at Foley & Lardner LLP, as counsel; The Keystone Group, as financial advisor and Prime Clerk as notice and claims agent. Bank of America, N.A., as agent for the DIP Lenders, is represented by Daniel J. McGuire, Edward Kosmowski, Esq., and Gregory M. Gartland, Esq., at Winston & Strawn, LLP. The United States Trustee for Region 3 has appointed seven members to the Official Committee of Unsecured Creditors, which is represented by Sharon Levine, Esq., Bruce S. Nathan, Esq., and Timothy R. Wheeler, Esq., at LOWENSTEIN SANDLER LLP, in Roseland, New Jersey; and Jamie L. Edmonson, Esq., and Daniel A. O'Brien, Esq., at VENABLE LLP, in Wilmington, Delaware. UNIVISION COMMUNICATIONS: Moody's Rates $815MM Unsec. Notes Caa2 ---------------------------------------------------------------- Moody's Investors Service changed the rating outlook of Univision Communications, Inc. to positive from stable reflecting our expectation for continued EBITDA growth over the next 12 months with the potential for credit metrics, including leverage and free cash flow ratios, to improve sufficiently for Moody's to consider an upgrade of ratings. The Speculative Grade Liquidity rating was upgraded to SGL-2 reflecting improved liquidity including greater free cash flow generation. The B3 Corporate Family Rating and Probability of Default Rating of B3-PD, and debt instrument ratings were affirmed as summarized below. Issuer: Univision Communications, Inc. Outlook Actions: Outlook, Changed To Positive From Stable Upgrade: Speculative Grade Liquidity Rating: Upgraded to SGL-2 from SGL-3 Affirmations: Corporate Family Rating: Affirmed B3 Probability of Default Rating: Affirmed B3-PD $550 Million Senior Secured Revolving Credit Facility maturing 2018: Affirmed B2, LGD3 $3.3 Billion Senior Secured Term Loan due 2020: Affirmed B2, LGD3 $1.2 Billion Senior Secured Term Loan due 2020: Affirmed B2, LGD3 $1.2 Billion 6.875% Senior Secured Notes due 2019: Affirmed B2, LGD3 $750 Million 7.875% Senior Secured Notes due 2020: Affirmed B2, LGD3 $1.1 Billion 6.75% Senior Secured Notes due 2022: Affirmed B2, LGD3 $700 Million 5.125% Senior Secured Notes due 2023: Affirmed B2, LGD3 $815 Million 8.5% Senior Unsecured Notes due 2021: Affirmed Caa2, LGD5 Ratings Rationale Univision's B3 Corporate Family Rating incorporates its leading market positions in Spanish-language media within the U.S., an increasing percentage of revenue coming from recurring retransmission fees, improved EBITDA margins, and good growth prospects over the next three years tempered by its very high leverage and vulnerability to cyclical advertising. Revenue growth across its broadcast, cable network, and digital offerings are supported by Hispanic demographic trends and its leading market positions while improved EBITDA margins lead to growing unlevered cash flow generation. Nevertheless, the risk of a restructuring remains elevated if economic conditions were to weaken unexpectedly given the company's highly leveraged balance sheet (roughly 9.0x gross debt-to-EBITDA estimated for December 31, 2014 incorporating Moody's standard adjustments and excluding non-cash advertising revenue, or 8.0x excluding the Televisa convertible note). Heightened competition, particularly from deep-pocketed media conglomerates targeting the Hispanic demographic in the U.S., represents another risk. Although very high, leverage has improved consistently since 2011 due largely to revenue and EBITDA growth given investment in cable networks, digital services and joint ventures resulted in minimal free cash flow generation over this period and modest debt repayment. Looking forward, ratings are supported by the company's improving liquidity including Moody's projection for growing free cash flow generation over the next 12 months, more than $800 million of availability under the company's two revolver facilities, and no significant maturities until 2018. Our base case forecast includes growing cash flow primarily from Univision's cable networks with additional growth from newer digital revenue streams as well as from core television and radio broadcast operations in 2015 followed by a lift in 2016 from record levels of political ad spending. Moody's expects consolidated revenue in 2015 to be modestly down compared to 2014 given the absence of $174 million of World Cup advertising and the lack of significant political ad demand in a non-election year, partially offset by growth in core ad revenue and retransmission fees. "The positive outlook reflects our expectation that, despite a modest revenue decline in 2015, EBITDA and free cash flow will continue to grow due to an increase in high margin retransmission fees, better performance for radio operations based on improved audience ratings, and benefits from cost controls," stated Carl Salas, Moody's VP & Sr Credit Officer. As a result, Moody's expects debt-to-EBITDA to improve to less than 8.5x over the next 12 to 18 months (including Moody's standard adjustments and excluding non-cash revenue, or less than 7.6x excluding the Televisa convertible note). "We believe management is focused on realizing returns from the company's growth investments over the past three years potentially to position itself for an IPO as well as to facilitate an eventual exit or reduction in ownership by its financial sponsors which have held their positions in Univision since 2007," added Salas. The positive rating outlook reflects our view that Univision will be able to grow EBITDA and free cash flow leading to lower leverage over the next 12 months. Growth in core ad revenue will be supported by Moody's central economic projection for modest growth in the U.S. and by favorable demographics for Spanish language audiences. Moody's expects additional revenue growth from retransmission fees as well as from recent investments in cable networks. Moody's also expect the company to maintain good liquidity. Ratings could be upgraded if operating performance or debt reduction leads to debt-to-EBITDA being sustained below 8.5x (including Moody's standard adjustments and excluding non-cash revenue) and with free cash flow exceeding 3% of debt. Maintaining good liquidity would also be necessary for an upgrade. Although unlikely given the positive outlook, ratings could be downgraded if there is a material slow down in revenue growth such that Moody's does not expect debt-to-EBITDA to remain under 10x (including Moody's standard adjustments and excluding non-cash revenue) or if there is erosion in liquidity. Deterioration in liquidity could be driven by an inability to sustain positive free cash flow, an erosion in EBITDA cushion to financial covenants, or renewed economic weakness. The principal methodology used in these ratings was Global Broadcast and Advertising Related Industries published in May 2012. Other methodologies used include Loss Given Default for Speculative-Grade Non-Financial Companies in the U.S., Canada and EMEA published in June 2009. Univision Communications, Inc., headquartered in New York, is a leading Spanish-language media company in the U.S. The company's television operations (85% of LTM September 30, 2014 revenue) include owned and operated broadcast stations; Univision Network; UniMas (formerly TeleFutura); as well as Univision Cable Networks such as Galavision, Univision tlnovelas, Univision Deportes, ForoTV, and De Pelicula. Univision Radio (10% of revenue) includes the company's owned and operated radio stations. Digital (5% of revenue) includes a network of online and mobile apps as well as video, music and advertising services. Univision was acquired by a consortium of private equity firms (including Madison Dearborn Partners, Inc., Providence Equity Partners, Inc, Saban Capital Group, Inc., TPG Capital, and Thomas H. Lee Partners, L.P.) for $13.7 billion in 2007. Grupo Televisa, S.A.B. (Televisa; Baa1 stable) is a related entity owning 38% of the company largely due to its $1.2 billion investment in Univision in 2010 for 5% direct ownership plus an option to purchase an additional 30% of the company at a fixed price. For the 12 months ended September 30, 2014 the company's revenue totaled $2.9 billion. VARIANT HOLDING: Time to Remove Actions Extended to March 26 ------------------------------------------------------------ Chief Bankruptcy Judge Brendan L. Shannon has authorized the extension of the period within which Variant Holding Company, LLC, may seek removal of actions pursuant to 28 U.S.C. Sec. 1452 and Bankruptcy Rule 9027 to March 26, 2015. 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. VERMILLION INC: Schuler Reports 18.5% Stake as of Dec. 23 --------------------------------------------------------- Jack W. Schuler disclosed in a regulatory filing with the U.S. Securities and Exchange Commission that as of Dec. 23, 2014, he beneficially owned 7,961,368 shares of common stock of Vermillion, Inc., representing 18.5 percent of the shares outstanding. George Schuler also reported beneficial ownership of 3,236,290 common shares. A copy of the Schedule 13D, as amended, is available for free at http://is.gd/zwBui0 About Vermillion Vermillion, Inc., is dedicated to the discovery, development and commercialization of novel high-value diagnostic tests that help physicians diagnose, treat and improve outcomes for patients. Vermillion, along with its prestigious scientific collaborators, has diagnostic programs in oncology, hematology, cardiology and women's health. The Company filed for Chapter 11 bankruptcy protection (Bankr. D. Del. Case No. 09-11091) on March 30, 2009. Vermillion's legal advisor in connection with its successful reorganization efforts wass Paul, Hastings, Janofsky & Walker LLP. Vermillion emerged from bankruptcy in January 2010. The Plan called for the Company to pay all claims in full and equity holders to retain control of the Company. Vermillion incurred a net loss of $8.81 million in 2013, a net loss of $7.14 million in 2012 and a net loss of $17.8 million in 2011. As of Sept. 30, 2014, Vermillion had $18.4 million in total assets, $5.83 million in total liabilities and $12.6 million in total stockholders' equity. VICTORY ENERGY: Ralph Kehle Quits From Board of Directors --------------------------------------------------------- Mr. Ralph Kehle, a member of the board of directors of Victory Energy Corporation, submitted his resignation from the Company's board of directors effective Dec. 18, 2014, according to a regulatory filing with the U.S. Securities and Exchange Commission. At the time of his resignation, Mr. Kehle was not a member of any committee of the Company's board of directors. Mr. Kehle's resignation from the Company's board of directors did not result from any disagreement with the Company on any matter relating to the Company's operations, policies or practices. About Victory Energy Austin, Texas-based Victory Energy Corporation is engaged in the exploration, acquisition, development and exploitation of domestic oil and gas properties. Current operations are primarily located onshore in Texas, New Mexico and Oklahoma. Victory Energy reported a net loss of $2.11 million on $735,413 of total revenues for the year ended Dec. 31, 2013, as compared with a net loss of $7.09 million on $326,384 of total revenues in 2012. As of Sept. 30, 2014, the Company had $5.48 million in total assets, $2.44 million in total liabilities and $3.04 million in total stockholders' equity. Weaver & Tidwell, LLP, in Fort Worth, 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 experienced recurring losses since its inception and has an accumulated deficit. These conditions raise substantial doubt regarding the Company's ability to continue as a going concern. VISUALANT INC: Renews Credit Facility for Six Additional Months --------------------------------------------------------------- Visualant, Incorporated, finances its TransTech Systems, Inc., operations from operations and a secured credit facility with Capital Source Business Finance Group. On Dec. 9, 2008, TransTech Systems, Inc., entered into a $1,000,000 secured credit facility with BFI Business Finance to fund its operations. On Dec. 12, 2014, the secured credit facility was renewed for an additional six months, with a floor for prime interest of 4.5% (currently 4.5%) plus 2.5%. The eligible borrowing is based on 80% of eligible trade accounts receivable, not to exceed $1,000,000. The secured credit facility is collateralized by the assets of TransTech, with a guarantee by Visualant, Inc., including all assets of Visualant. Availability under this Secured Credit ranges from $0 to $175,000 ($57,309 as of Sept. 30, 2014) on a daily basis. The remaining balance on the accounts receivable line ($488,398) as of Sept. 30, 2014, must be repaid by the time the secured credit facility expires on June 12, 2015, or the Company renews by automatic extension for the next successive six month term. Form 10-K Delayed Visualant filed with the SEC a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Sept. 30, 2014. "A delay in receiving financial information, questions regarding the accounting treatment of certain financial items, and the inability of the Registrant to incorporate that information into the Form 10-K without unreasonable effort and expense on the part of Registrant has caused the inability to file timely," the Company stated in the filing. About Visualant Inc. Seattle, Wash.-based Visualant, Inc., was incorporated under the laws of the State of Nevada on Oct. 8, 1998. The Company develops low-cost, high speed, light-based security and quality control solutions for use in homeland security, anti- counterfeiting, forgery/fraud prevention, brand protection and process control applications. Visualant incurred a net loss of $6.60 million for the year ended Sept. 30, 2013, as compared with a net loss of $2.72 million for the year ended Sept. 30, 2012. As of June 30, 2014, the Company had $3.46 million in total assets, $7.09 million in total liabilities, all current, $72,713 in non-controlling interest, and a $3.70 million total stockholders' deficit. PMB Helin Donovan, LLP, in Seattle, Washington, 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 sustained a net loss from operations and has an accumulated deficit since inception. These factors raise substantial doubt about the Company's ability to continue as a going concern. VERITEQ CORP: Sells $100,000 Convertible Note to KBM Worldwide -------------------------------------------------------------- VeriTeQ Corporation entered into a securities purchase agreement effective Dec. 26, 2014, with KBM Worldwide, Inc., an accredited investor, pursuant to which the Company issued and sold to KBM a convertible promissory note, bearing interest at 8% per annum in the principal amount of $100,000, according to a regulatory filing with the U.S. Securities and Exchange Commission. In accordance with the terms of the SPA, the Company agreed to pay the Lender's expenses associated with the transaction in the amount of $4,000. As a result, the Company realized net proceeds from the sale of the Note in the amount of $96,000, which is to be used for general corporate purposes. The terms of the SPA also provide, for a period of six months following the effective date, a right of first refusal to KBM for certain future financings entered into by the Company for amounts less than $75,000. The Note can be prepaid, at redemption premiums ranging from 10% to 35%, until 180 days following the issuance date of the Note, after which the Company has no right of repayment. The Note is convertible at a price per share equal to 61% of the average of the lowest three trading prices of the Company's common stock during the 10 trading days prior to conversion. If, at any time when the Note is outstanding, the Company issues or sells, or is deemed to have issued or sold, any shares of its common stock in connection with a subsequent placement for no consideration or for a consideration per share based on a variable price formula that is less than the conversion price in effect on the date of such issuance of shares of common stock, then the conversion price will be reduced to the amount of the consideration per share received for that issuance. About VeriTeQ VeriTeQ (formerly known as Digital Angel Corporation) develops innovative, proprietary RFID technologies for implantable medical device identification, and dosimeter technologies for use in radiation therapy treatment. VeriTeQ -- http://www.veriteqcorp.com/-- offers the world's first FDA cleared RFID microchip technology that can be used to identify implantable medical devices, in vivo, on demand, at the point of care. VeriTeQ's dosimeters provide patient safety mechanisms while measuring and recording the dose of radiation delivered to a patient in real time. Veriteq Corporation reported a net loss of $15.07 million on $18,000 of sales for the year ended Dec. 31, 2013, as compared with a net loss of $1.60 million on $0 of sales for the year ended Dec. 31, 2012. As of Sept. 30, 2014, the Company had $6.77 million in total assets, $13.96 million in total liabilities, and a $7.18 million stockholders' deficit. EisnerAmper LLP, in New York, New York, issued a "going concern" qualification on the consolidated financial statements for the year ended Dec. 31, 2013. The independent auditors noted that the Company has incurred recurring net losses, and at Dec. 31, 2013, had negative working capital and a stockholders' deficit. These events and conditions raise substantial doubt about the Company's ability to continue as a going concern. VERITY CORP: Delays Form 10-K for 2014 -------------------------------------- Verity Corp., filed with the U.S. Securities and Exchange Commission a Notification of Late Filing on Form 12b-25 with respect to its annual report on Form 10-K for the year ended Sept. 30, 2014. The Company said the compilation, dissemination and review of the information required to be presented in the Form 10-K for the relevant fiscal year has imposed time constraints that have rendered timely filing of the Form 10-K impracticable without undue hardship and expense to the registrant. The Company undertakes the responsibility to file that Report no later than 15 days after its original due date. Verity anticipates a continuing loss for the year ended Sept. 30, 2014, but the size of the loss and other financial results cannot be determined as of Dec. 30, 2014. About Verity Sioux Falls, South Dakota-based Verity Corp., formerly AquaLiv Technologies, Inc., is the parent of Verity Farms II, Inc., Aistiva Corporation (formerly AquaLiv, Inc.). Verity Farms II is dedicated to providing consumers with safe, high-quality and nutritious food sources through sustainable crop and livestock production. Aistiva's technology alters the behavior of organisms, including plants and humans, without chemical interaction. Aistiva's platform technology influences biological processes naturally and without chemical interaction. To date, Aistiva has released products in the industries of water treatment, skincare, and agriculture. Verity Corp. reported a net loss attributable to the Company of $7.59 million for the year ended Sept. 30, 2013, as compared with a net loss attributable to the Company of $623,079 during the prior fiscal year. As of June 30, 2014, the Company had $2.24 million in total assets, $5.83 million in total liabilities and a $3.59 million total stockholders' deficit. Bongiovanni & Associates, CPA's, in Cornelius, North Carolina, 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 suffered recurring losses, has negative working capital, and has yet to generate an internal net cash flow that raises substantial doubt about its ability to continue as a going concern. WYNN AMERICA: S&P Assigns 'BB+' Corp. Credit Rating --------------------------------------------------- Standard & Poor's Ratings Services said it assigned its 'BB+' corporate credit rating to Wynn America LLC, a subsidiary of Wynn Resorts Ltd. The rating outlook is stable. S&P also assigned Wynn America's $1.25 billion credit facilities its 'BBB-' issue-level rating (one notch higher than S&P's corporate credit rating) and a recovery rating of '2', indicating S&P's expectation for substantial (70%-90%) recovery for lenders in the event of a default. The credit facilities comprise a $375 million revolving credit facility due Nov. 20, 2019 and an $875 million delayed-draw term loan due Nov. 20, 2020. Wynn will use proceeds from the new credit facilities primarily for the construction of a casino resort in Everett, Massachusetts and for other general corporate purposes. "Standard & Poor's bases its 'BB+' corporate credit ratings on Wynn Resorts and its subsidiaries (Wynn America, Wynn Las Vegas, and Wynn Macau) on the consolidated group credit profile and application of our group ratings methodology," said Standard & Poor's credit analyst Melissa Long. "We consider each of the subsidiaries to be "core" entities, and therefore rate them at the same level as Wynn Resorts. The subsidiaries all operate in the same line of business, are integral to Wynn's current identity and future strategy, and are unlikely to be sold. Additionally, the subsidiaries are wholly or majority owned through various entities of Wynn Resorts and share the same brands as other group entities. We believe the subsidiaries are closely linked to Wynn's reputation and brand. Additionally, Wynn Macau constitutes a significant percentage of Wynn Resorts' total property-level EBITDA. Furthermore, Wynn Resorts has significant ability to extract cash flows from Wynn Macau," S&P said. The corporate credit rating on the Wynn Resorts family of companies reflects S&P's assessment of the company's business risk profile as "satisfactory" and its financial risk profile as "significant." The stable outlook reflects S&P's belief that, based on performance expectations, Wynn's leverage will increase to the mid-4x area through 2015, incorporating substantial resort development spending in Cotai and Massachusetts over the next few years, but that leverage will improve to the mid- to high-3x area by the end of 2016, after the anticipated opening of the Cotai resort earlier in the year. At the current rating, based on S&P's assessment of Wynn's business risk profile as "satisfactory," a leverage spike as high as 4.5x to fund productive development projects would not change the rating. However, leverage sustained below 4x on average is in line with S&P's assessment of Wynn's financial risk profile as "significant" and S&P's current rating and stable outlook on Wynn. The stable outlook also reflects Wynn's significant operating cash flow generation and cash balances, and S&P's expectation that FFO to debt will be around 20% and EBITDA coverage of interest will exceed 5.5x through 2015, which offset somewhat weak expected peak debt to EBITDA through 2015. In addition, S&P expects Wynn's "strong" liquidity will help it to pursue and finance developments in a manner that preserves credit quality in line with a "significant" financial risk profile. S&P could lower the rating if Wynn experiences meaningfully weaker performance in Las Vegas or Macau than S&P currently expects, which could stem from a more muted economic recovery or another downturn in the U.S., or more prolonged weakness in the Macau gaming market than S&P is forecasting. A downgrade could also occur if Wynn uses debt to fund the Cotai and Massachusetts developments more aggressively than S&P has incorporated into its ratings, or if Wynn pursues additional expansion opportunities over the near term, such that S&P believes it would sustain leverage above 4x for a prolonged period. Additionally, a lower rating could result if litigation involving the 2012 buyout of a former board member's equity interests were to result in Wynn making a significant payment on top of the already completed share redemption. An upgrade is unlikely over next two years, given S&P's expectation for leverage to weaken to the mid-4x area through 2015 as the company completes its Cotai development and begins its Massachusetts development. Also, the potential for further litigation and governance disruption related to the aforementioned board member buyout, and the risk that the valuation of the redeemed shares will be contested and could result in a higher payout, limits rating upside. S&P could raise the rating to 'BBB-' if it expects leverage to stay below 3x, with spikes to the mid- to high-3x area to fund development projects that S&P believes strengthen or preserve the company's business risk profile. * BOOK REVIEW: The Sorcerer's Apprentice - Medical Miracles and Other Disasters ----------------------------------------------------------- Author: Sallie Tisdale Publisher: BeardBooks Softcover: 270 pages List Price: $34.95 Review by Henry Berry Order your own personal copy at http://is.gd/9SAfJR An earlier edition of "The Sorcerer's Apprentice" won an American Health Book Award in 1986. The book has been recognized as an outstanding book on popular science. Tisdale brings to her subject of the wide and engrossing field of health and illness the perspective, as well as the special sympathies and sensitivities, of a registered nurse. She is an exceptionally skilled writer. Again and again, her descriptions of ill individuals and images of illnesses such as cancer and meningitis make a lasting impression. Tisdale accomplishes the tricky business of bringing the reader to an understanding of what persons experience when they are ill; and in doing this, to understand more about the nature of illness as well. Her style and aim as a writer are like that of a medical or science journalist for leading major newspaper, say the "New York Times" or "Los Angeles Times." To this informative, readable style is added the probing interest and concern of the philosopher trying to shed some light on one of the central and most unsettling aspects of human existence. In this insightful, illuminating, probing exploration of the mystery of illness, Tisdale also outlines the limits of the effectiveness of treatments and cures, even with modern medicine's store of technology and drugs. These are often called "miracles" of modern medicine. But from this author's perspective, with the most serious, life-threatening, illnesses, doctors and other health- care professionals are like sorcerer's trying to work magic on them. They hope to bring improvement, but can never be sure what they do will bring it about. Tisdale's intent is not to debunk modern medicine, belittle its resources and ways, or suggest that the medical profession holds out false hopes. Her intent is do report on the mystery of serious illness as she has witnessed it and from this, imagined what it is like in her varied work as a registered nurse. She also writes from her own experiences in being chronically ill when she was younger and the pain and surgery going with this. She writes, "I want to get at the reasons for the strange state of amnesia we in the health professions find ourselves in. I want to find clues to my weird experiences, try to sense the nature of being sick." The amnesia of health professionals is their state of mind from the demands placed on them all the time by patients, employers, and society, as well as themselves, to cure illness, to save lives, to make sick people feel better. Doctors, surgeons, nurses, and other health-care professionals become primarily technicians applying the wonders of modern medicine. Because of the volume of patients, they do not get to spend much time with any one or a few of them. It's all they can do to apply the prescribed treatment, apply more of it if it doesn't work the first time, and try something else if this treatment doesn't seem to be effective. Added to this is keeping up with the new medical studies and treatments. But Tisdale stepped out of this problem- solving outlook, can-do, perfectionist mentality by opting to spend most of her time in nursing homes, where she would be among old persons she would see regularly, away from the high-charged atmosphere of a hospital with its "many medical students, technicians, administrators, and insurance review artists." To stay on her "medical toes," she balanced this with working occasional shifts in a nearby hospital. In her hospital work, she worked in a neonatal intensive care unit (NICU), intensive care unit (ICU), a burn center, and in a surgery room. From this combination of work with the infirm, ill, and the latest medical technology and procedures among highly-skilled professionals, Tisdale learned that "being sick is the strangest of states." This is not the lesson nearly all other health-care workers come away with. For them, sick persons are like something that has to be "fixed." They're focused on the practical, physical matter of treating a malady. Unlike this author, they're not focused consciously on the nature of pain and what the patient is experiencing. The pragmatic, results-oriented medical profession is focused on the effects of treatment. Tisdale brings into the picture of health care and seriously-ill patients all of what the medical profession in its amnesia, as she called it, overlooks. Simply in describing what she observes, Tisdale leads those in the medical profession as well as other interested readers to see what they normally overlook, what they normally do not see in the business and pressures of their work. She describes the beginning of a hip-replacement operation, the surgeon "takes the scalpel and cuts--the top of the hip to a third of the way down the thigh--and cuts again through the globular yellow fat, and deeper. The resident follows with a cautery, holding tiny spraying blood vessels and burning them shut with an electric current. One small, throbbing arteriole escapes, and his glasses and cheek are splattered." One learns more about what is actually going on in an operation from this and following passages than from seeing one of those glimpses of operations commonly shown on TV. The author explains the illness of meningitis, "The brain becomes swollen with blood and tissue fluid, its entire surface layered with pus...The pressure in the skull increases until the winding convolutions of the brain are flattened out...The spreading infection and pressure from the growing turbulent ocean sitting on top of the brain cause permanent weakness and paralysis, blindness, deafness...." This dramatic depiction of meningitis brings together medical facts, symptoms, and effects on the patient. Tisdale does this repeatedly to present illness and the persons whose lives revolve around it from patients and relatives to doctors and nurses in a light readers could never imagine, even those who are immersed in this world. Tisdale's main point is that the miracles of modern medicine do not unquestionably end the miseries of illness, or even unquestionably alleviate them. As much as they bring some relief to ill individuals and sometimes cure illness, in many cases they bring on other kinds of pains and sorrows. Tisdale reminds readers that the mystery of illness does, and always will, elude the miracle of medical technology, drugs, and practices. Part of the mystery of the paradoxes of treatment and the elusiveness of restored health for ill persons she focuses on is "simply the mystery of illness. Erosion, obviously, is natural. Our bodies are essentially entropic." This is what many persons, both among the public and medical professionals, tend to forget. "The Sorcerer's Apprentice" serves as a reminder that the faith and hope placed in modern medicine need to be balanced with an awareness of the mystery of illness which will always be a part of human life. ********* 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. 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 2015. 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 ***