/raid1/www/Hosts/bankrupt/TCRLA_Public/070612.mbx
T R O U B L E D C O M P A N Y R E P O R T E R
L A T I N A M E R I C A
Tuesday, June 12, 2007, Vol. 8, Issue 116
Headlines
A R G E N T I N A
ALITALIA SPA: Air One & Aeroflot Explore Possible Alliance
ARCOR S.A.: Fitch Rates Proposed US$100 Million Debt at BB-
BANCO DE GALICIA: Postpones Capital Raise to 30 Days
BIOMET INC: Private Equity Consortium Ups Offer to US$11.4 Bil.
BIOMET INC: Regains Nasdaq Listing Compliance
BIOMET INC: Moody's May Downgrade All Ratings After Review
CAVA & ASOCIADOS: Proofs of Claim Verification Ends on Aug. 21
NORVAS SRL: Trustee Verifies Proofs of Claim Until Aug. 13
PACEY SA: Trustee To File Individual Reports on Sept. 18
PAN AMERICAN: Fitch Lifts Foreign Currency IDR to BB from BB-
SHINC SA: Proofs of Claim Verification Deadline Is Aug. 7
W.R. GRACE: Wants to Contribute US$71.8 Mil. to Retirement Plans
W.R. GRACE: Inks Settlement Pact with Trumbull Memorial
YPF SA: Stake Sale Fails To Attract State-Owned Companies
* ARGENTINA: Sells US$487.4 Mil. of 5-Year Fixed-Rate Peso Bonds
B A H A M A S
ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement
B E R M U D A
ADVANTAGE CO: Final General Meeting Is Set for June 21
ADVANTAGE CO: Proofs of Claim Filing Is Until May 31
BELL ATLANTIC: Final General Meeting Is Set for July 10
BELL ATLANTIC: Proofs of Claim Filing Is Until June 22
WEST SOLUTIONS: Proofs of Claim Filing Is Until June 15
KAZIMIR RUSSIA: Will Hold Final Shareholders Meeting on June 18
B O L I V I A
COEUR D'ALENE: Gets Due Diligence Period Extension from Bolinisi
B R A Z I L
ADVANCED MICRO: Shares Rise as Lehman Ups Target Price
ALL AMERICAN: Completes Asset Sale to Rock River for US$15.2 Mln
AMC ENTERTAINMENT: Fitch To Rate New US$400-Million Loan at CCC
AMC ENTERTAINMENT: Moody's Rates Proposed Sr. Unsec. Debt at B3
MARQUE HOLDINGS: Fitch To Rate US$275 Million Term Loan at CCC
AMERICAN AXLE: S&P Rates Proposed US$250 Million Term Loan at BB
CMS ENERGY: Aneel Okays Brazilian Unit's Sale to CPFL Energia
CMS ENERGY: Moody's Upgrades Rating to Ba1 on Sr. Unsec. Notes
DELPHI CORP: Court Approves US$10.5 Million Umicore Settlement
DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors
GERDAU SA: Will Supply 25% of Iron Ore Needs at Acominas Mill
HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes
OSI RESTAURANT: Moody's Cuts Rating to B1 on Three Bank Loans
SANMINA-SCI: Fitch Rates Proposed US$600MM Senior Notes at BB+
TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition
TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease
C A Y M A N I S L A N D S
INVESTCORP HARBORSIDE: Final Shareholders Meeting Is on Aug. 20
INVESTCORP HARBORSIDE ISLAMIC: Final Meeting Is on Aug. 20
NEW CARE: Will Hold Final Shareholders Meeting on Aug. 20
NEW EQUITY: Sets Final Shareholders Meeting for Aug. 20
NEW EQUITY HRB: Holding Final Shareholders Meeting on Aug. 20
NEW HARBORSIDE: Will Hold Final Shareholders Meeting on Aug. 20
NEW HARBORSIDE INVESTORS: Final Shareholders Meeting Is Aug. 20
NEW HARBORSIDE INVESTORS II: Final Meeting Is on Aug. 20
C H I L E
SERVICEMASTER CO: S&P Lowers Corporate Credit Rating to B
C O L O M B I A
ARMOR HOLDINGS: Bags US$112-Million Contract from U.S. Army
D O M I N I C A N R E P U B L I C
AES CORP: Dominican Unit Receives 135,000 Cubic Meters of NatGas
E C U A D O R
PETROECUADOR: Production Exceeds 170,000 Barrels Per day
G U A T E M A L A
AFFILIATED COMPUTER: Suspends Cerberus-Deason Agreement
H A I T I
ALCATEL-LUCENT: Inks Two-Year Broadband Agreement with Comcel
J A M A I C A
AIR JAMAICA: Moody's Assigns B1 Rating on Senior Unsecured Notes
* JAMAICA: Gov't Earns US$689 Million from Fixed Rate Bonds
M E X I C O
AMERICAN AXLE: Fitch To Rate Senior Unsecured Term Loan at BB
AMERICAN AXLE: S&P Rates Proposed US$250 Million Term Loan at BB
BALLY TOTAL: Liberation Threatens To File Involuntary Case
BALLY TOTAL: Wattles Cuts Stake to Less Than 1% from 9.3%
BENQ CORP: Option NV Buys Mobile Unit's Laboratories for EUR4MM
BENQ CORP: Former BenQ Mobile Managers to Hand Back Bonuses
DAY INTERNATIONAL: Completes Sale to Flint Group
DAY INT’L: Flint Buyout Completion Cues S&P to Withdraw Ratings
FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections
KRONOS INC: Shareholders Okay Acquisition by Hellman & Friedman
SATELITES MEXICANOS: Turns Down Acquisition Proposals
VARIETAL DISTRIBUTION: Moody's Puts B3 Corporate Family Rating
VWR INT: Pending Madison Dearborn Deal Cues S&P to Hold B Rating
P A N A M A
CHIQUITA BRANDS: Raises CEO's Salary to US$900,000 Yearly
P U E R T O R I C O
DORAL FIN'L: Launches Dividend on 3 Series of Preferred Stock
SEARS HOLDINGS: Fitch Holds Issuer Default Rating at BB
SERVICEMASTER CO: S&P Junks Rating on Senior Unsecured Debt
SMART MODULAR: Ezra Perlman Resigns as Director
V E N E Z U E L A
ARVINMERITOR: Files Shelf Registration for Notes Resale
CITGO PETROLEUM: Renews Contract with Rural/Metro Corp.
DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust
DAIMLERCHRYSLER: Recalls 1,443 Faulty Chinese-Made Chrysler Cars
PETROLEOS DE VENEZUELA: Unit Controls 22 NatGas Fields
PETROLEOS DE VENEZUELA: Forming Petrozumano with China National
- - - - -
=================
A R G E N T I N A
=================
ALITALIA SPA: Air One & Aeroflot Explore Possible Alliance
----------------------------------------------------------
OAO Aeroflot is holding talks with Air One chief executive and owner Carlo
Toto over a possible alliance to acquire the Italian government's 39.9%
stake in Alitalia S.p.A., The Financial Times reports.
Sources privy to the matter told the FT that Mr. Toto decided to take a
personal lead in holding talks with possible partner and has excluded the
carrier's advisors from negotiations. The sources added that though no
formal deal has been signed, the two current rivals for Alitalia may fuse
their bids.
As reported in the TCR-Europe on June 4, 2007, the Italian government
wants OAO Aeroflot-Unicredit Italiano S.p.A. and
AirOne S.p.A.-Intesa-San Paolo S.p.A. consortia to unify their bids to
acquire the state's stake in Alitalia.
July 2 Deadline
The sources further told FT that neither Air One or Aeroflot give much
credence to the government's declaration that it will proceed with its
planned auction process culminating on July 2. The sources, however,
expects Alitalia to be sold via amicable negotiation between the bidders
to avoid a possible collapse of the national carrier.
Results Approval
The sources told FT that it remains unclear what will happen to Alitalia
if auditors Deloitte & Touche refuses to certify its 2006 results or if
the current auction process is declared void.
TCR-Europe reported om June 5, that Deloitte & Touche may not approve
Alitalia's accounts for 2006 pending assurance of the carrier's future.
Italian infrastructure minister Antonio Di Pietro earlier said Alitalia
may succumb to bankruptcy if
bidders do not submit adequate offers to relaunch the ailing carrier.
The TCR-Europe reported on May 28, 2007, that Alitalia reported EUR625.6
million in net loss on EUR4.72 billion in operating revenues for the year
ended Dec. 31, 2006, compared with EUR176.6 million in net loss on EUR4.8
billion in operating revenues for the year ended Dec. 31, 2005.
Parmalat-Type Rescue?
The sources further stated that it is unclear whether Italian Industry
Minister Pierluigi Bersani will invoke the Marzano Bankruptcy Law to
rescue Alitalia from possible collapse.
The Marzano Law was passed in 2003 following Parmalat's multi-billion euro
collapse in December of the same year. The law allows companies to
recover payment made in the year before its insolvency.
Bruno Tabacci, a representative of Italy’s UDC party, believe that the
government will not be able to use the Marzano law as it may be seen as
further state aid by the European Union, FT relates.
FT cites a Treasury source as saying that unlike Parmalat, Alitalia’s
financial problems are more structural in nature and do not involve fraud
or false corporate accounting.
About Alitalia
Headquartered in Rome, Italy, Alitalia S.p.A. --
http://www.alitalia.it/-- provides air travel services for passengers and
air transport of cargo on national, international and inter-continental
routes. In Europe, the company reaches
45 airports, with 1,238 flights per week. In the rest of the world, the
Alitalia Group's aircrafts operate out of 32 airports with 255 flights per
week. The Alitalia Group network is centered on two main airports, Rome
Fiumicino and Milan Malpensa, and includes, as of Sept. 30, 2006, an
operating fleet of 182 aircrafts. The company also operates in Argentina,
China, and Japan. The Italian government owns 49.9% of Alitalia.
Despite a EUR1.4 billion state-backed restructuring in 1997, Alitalia
posted net losses of EUR256 million and EUR907 million in 2000 and 2001
respectively. Alitalia registered
EUR93 million in net profits in 2002 after a EUR1.4 billion
capital injection. The carrier booked consecutive annual net
losses of EUR520 million in 2003, EUR813 million in 2004, and
EUR168 million in 2005.
ARCOR S.A.: Fitch Rates Proposed US$100 Million Debt at BB-
-----------------------------------------------------------
Fitch Ratings has assigned these ratings to Arcor S.A., an Argentine based
producer of candy, chocolates and biscuits:
-- Foreign currency Issuer Default Rating 'B+';
-- Local currency IDR 'BB';
-- US$100 million proposed debt issuance due 2017 'BB-/RR3';
-- National scale rating 'AA+ (arg)'.
The Rating Outlook is Stable.
Arcor has production facilities in Argentina, Chile, Brazil, Mexico and
Peru. It also exports products to over 120 countries. About 60% of
Arcor's sales are generated by products holding either a leading or second
market position. The strong brand equity of most of Arcor's products is
due to its elaborate distribution network and Arcor's presence in the
Argentine market for more than 50 years. In addition to incorporating
Arcor's solid business position, Arcor's credit ratings reflect its
moderate leverage and its success in managing its debt obligations and
leading business position during the last Argentine sovereign crisis.
While Arcor benefits from geographic revenue and asset diversification,
its cash flow from operations is concentrated in Argentina, as reflected
by the capping of its foreign currency IDR at the level of the Argentine
Country Ceiling (rated 'B+' by Fitch).
Balanced against these supportive factors are concerns about the high
correlation of Arcor's cash flow with the strength of the local economies
in its key markets, as well as its exposure to variations in commodity
prices. Arcor's credit ratings further reflect concern about government
interference in some of its key markets, particularly Argentina.
Political risks include pricing controls, higher taxes, transfer and
convertability controls on foreign exchange, and increased regulation of
exports and the repatriation of proceeds from those sales. In 2006, Arcor
generated US$130 million of revenues from Argentine exports and sales from
companies it owns outside of Argentina generated approximately US$580
million of revenue. Together these figures represent about 47% of
consolidated sales. On a positive note, Fitch expects this percentage to
grow as its investments in Brazil and Mexico mature.
As of March 31, 2007, Arcor had US$355 million of total debt and US$64
million of cash. These figures compare with US$133 million of EBITDA
during 2006. Arcor's debt is primarily composed of a US$263 million
International Finance Corporation loan. Arcor intends to use the proceeds
of the US$100 million notes to repay 2007 debt maturities and to finance
working capital needs. Fitch projects net debt will remain at current
levels, which should result in a net debt-to-EBITDA ratio of about 2 times
in 2007. Debt-to-EBITDA is expected to fall below the 2x level during the
next two years due to the growth of Arcor's cash flow. In addition to
organic growth, the increase in Arcor's EBITDA should be driven by an
improvement in the performance of some of Arcor's recent acquisitions and
joint ventures. Arcor is expected to generate more than US$100 million of
cash flow from operations in 2007, which will be primarily used to fund
about US$90 million of capital expenditures. These investments are mainly
intended to increase the production capacity of its cookie and
confectionary business segments.
Fitch's ratings of specific debt issues bring together both the
probability of default and the prospects for recovery, as determined by
the IDR and a Recovery Rating. Given the incorporation of recovery in the
definition of Fitch's ratings, the rating of blue chip companies in Latin
America with local currency IDRs that exceed the related foreign currency
IDR by at least two notches, are not capped by the foreign currency IDR,
which is only a measure of the probability of default. Consequently,
Arcor's proposed note is rated 'BB-'. The assigned 'RR3' Recovery Rating
is consistent with an expected recovery of 50%-70% in the event of a
default.
BANCO DE GALICIA: Postpones Capital Raise to 30 Days
----------------------------------------------------
Banco de Galicia has pushed back the subscription period for its planned
capital increase to 30 working days, Business News Americas reports.
As reported in the Troubled Company Reporter-Latin America on June 5,
2007, Banco de Galicia said that a court ruling has blocked its planned
capital increase. According to Banco de Galicia, it set a non-binding
ARS5.3 per share price for its upcoming capital increase. Banco de
Galicia said that the preferential subscription period would be from May
31 to
June 11. The price was equal to Banco de Galicia's average stock price
over the last 20 working days. The final price would be disclosed the day
before the preferential subscription period would begin. Banco de Galicia
would issue up to 100 million class B shares at a nominal value of ARS1
each, through cash or bonds maturing 2010, 2014 and 2019. The capital
raise was approved by the central bank.
Banco de Galicia said in a filing with the Argentine stock exchange that
the 30-day extension was needed as the bank is appealing the court's
decision.
According to BNamericas, Banco de Galicia faces two lawsuits filed by
Maria Isabel Escasany, the head and the largest shareholder of investment
vehicles Lagarcue and Theseus.
Banco de Galicia's parent firm Grupo Financiero Galicia would subscribe
bonds that total US$100 million, BNamericas states.
Headquartered in Buenos Aires, Argentina, Banco de Galicia y
Buenos Aires SA -- http://www.e-galicia.com/-- is an
Argentinean private bank that is engaged in commercial banking,
providing general banking services to large corporations, small
and medium-sized companies, agricultural and cattle farms and
individuals. The company controls an extensive and diverse
network of subsidiaries, which include Banco Galicia Uruguay SA,
Galicia Capital Markets SA, Galicia Factoring y Leasing SA, Agro
Galicia SA, Galicia Administradora de Fondos SA, Galicia Valores
SA, Galicia Warrants SA, Net Investments SA, Sudamericana
Holding SA and Tarjetas Regionales SA. Through its subsidiaries
the company offers accounting, investment and insurance
services, loans, checks and debit and credit cards. It also
finances the development of real estate, acts as a fiduciary and
leases properties to interested parties. It operates over 400
branches across the country and provides e-banking services to
customers via its Internet site.
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 23, 2007, Banco de Galicia y Buenos Aires' Obligaciones
Negociables issued on Nov. 6, 2001, for the original amount of
US$12 million was rated D by the Argentine arm of Standard &
Poor's International Ratings.
BIOMET INC: Private Equity Consortium Ups Offer to US$11.4 Bil.
---------------------------------------------------------------
Biomet Inc.'s Board of Directors has unanimously recommended to
shareholders an increased offer from a private equity consortium
to acquire Biomet for US$46.00 per share in cash, or an equity value of
US$11.4 billion.
Under the terms of the revised merger agreement, the consortium
-- which includes affiliates of the Blackstone Group, Goldman
Sachs Capital Partners, Kohlberg Kravis Roberts & Co. and TPG
-- will commence a tender offer on or before June 14, 2007, to acquire all
of the outstanding shares of Biomet’s common stock.
Following completion of the tender offer, the consortium will
complete a second-step merger in which any remaining common shares of
Biomet will be converted into the right to receive the same per share
price paid in the tender offer.
The US$46.00 per share offer price represents a premium of 32.3%
over the closing price of Biomet’s common stock on
April 3, 2006, the trading day prior to public speculation that the
company was exploring strategic alternatives. Biomet subsequently
confirmed on April 6, 2006, that it had retained Morgan Stanley to assist
it in exploring strategic alternatives.
Morgan Stanley's Opinion
Morgan Stanley has provided the Board of Directors with its
opinion that, as of June 6, 2007, and subject to qualifications
and assumptions, the consideration to be received pursuant to
the revised merger agreement is fair from a financial point
of view to holders of Biomet common stock.
"We believe the proposed price for the transaction is fair
to Biomet’s shareholders. We also believe that the investor
group’s tender offer will deliver superior value to Biomet’s
shareholders in a more efficient and more immediate fashion
than the process provided by the original merger agreement.
Moreover, this revised offer provides greater certainty and
visibility to completion of the transaction," said Niles L.
Noblitt, Chairman of the Board.
In a statement, the sponsor group said: "Our offer empowers
current shareholders who have an economic interest in Biomet
common shares to realize significant value in a timely manner
and represents the absolute limit of our ability to structure
an appropriate buyout of Biomet. We are pleased that the
consortium will be in a position to provide the company with
financial and operational resources to support its future growth."
Completion of the tender offer is subject to the condition
that at least 75% of the Biomet common shares have been tendered
in the offer – the same percentage approval requirement as with
the previous merger structure.
The amended merger agreement permits the investor group to
revise the condition regarding minimum acceptance of the tender
offer to decrease the minimum acceptance threshold to a number
that, together with shares whose holders have agreed to vote
to approve the second-step merger, represents at least 75% of
the Biomet common shares. The tender offer will expire at
midnight, New York time, on the 20th business day following
and including the commencement date, unless extended in accordance with
the terms of the offer and the applicable rules and regulations of the
U.S. Securities and Exchange Commission.
The tender offer and subsequent merger are subject to
customary conditions for transactions of this type.
Morgan Stanley & Co. Incorporated is acting as financial advisor to the
Board of Biomet, Inc. and to Biomet, Inc. Kirkland & Ellis LLP is legal
counsel to Biomet, Inc. and Simpson Thacher & Bartlett LLP is legal
counsel to the independent directors of the Board of Biomet, Inc. Banc of
America Securities LLC is acting as lead M&A advisor and Goldman, Sachs &
Co. is acting as M&A advisor to the private equity consortium. Cleary
Gottlieb Steen & Hamilton LLP is acting as legal advisor to the private
equity consortium.
Shareholders' Meeting Deferred
As a result of the revised merger agreement and tender offer,
Biomet has cancelled the special meeting of shareholders previously
scheduled June 8, 2007 to consider and vote on the original merger
agreement announced on Dec. 18, 2006, and related transactions.
Furthermore, as part of the revised merger agreement, Biomet has agreed
not to pay its annual dividend.
About The Blackstone Group
The Blackstone Group -- http://www.blackstone.com-- is a global
alternative asset manager and provider of financial advisory
services.
About Goldman Sachs Capital Partners
Founded in 1869, Goldman Sachs is one of the oldest and largest
investment banking firms. Goldman Sachs is also a global private
corporate equity and mezzanine investing company. Established in
1991, the GS Capital Partners Funds are part of the firm’s
Principal Investment Area in the Merchant Banking Division, which has
formed 13 investment vehicles aggregating US$56 billion of capital to
date.
About Kohlberg Kravis Roberts & Co.
Kohlberg Kravis Roberts & Co. (KKR) is one of the world’s oldest
and most experienced private equity firms specializing in management
buyouts. Founded in 1976, it has offices in New York, Menlo Park, London,
Paris, Hong Kong, and Tokyo.
About TPG
TPG -- http://www.tpg.com-- is a private investment partnership
that was founded in 1992 and currently has more than $30 billion
under management. The firm has offices in San Francisco, London,
Hong Kong, Fort Worth and other locations globally.
About Biomet
Biomet Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists
in both surgical and non-surgical therapy. Headquartered in Warsaw,
Indiana, Biomet and its subsidiaries currently distribute products in more
than 100 countries, including the Netherlands, Argentina and Korea.
BIOMET INC: Regains Nasdaq Listing Compliance
---------------------------------------------
Biomet Inc. disclosed that it received a letter from the Nasdaq Listing
Qualifications Panel stating that Biomet has evidenced compliance with the
Panel’s prior decisions and all applicable Nasdaq Marketplace Rules, and
that the Panel has determined to continue the listing of Biomet’s common
shares on the NASDAQ Global Select Market.
Biomet Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists
in both surgical and non-surgical therapy. Headquartered in Warsaw,
Indiana, Biomet and its subsidiaries currently distribute products in more
than 100 countries, including the Netherlands, Argentina and Korea.
BIOMET INC: Moody's May Downgrade All Ratings After Review
----------------------------------------------------------
Moody's Investors Service placed all of the provisional ratings of Biomet,
Inc. under review for possible downgrade following the announcement that a
private equity consortium has increased the price of its offer to purchase
the company to US$11.4 billion from about US$10.9 billion.
Moody's rating review will consider:
(1) how the company and its sponsors plan to fund the
additional US$500 million in purchase price;
(2) implications for de-leveraging and credit measures; and
(3) any changes to liquidity.
"Our initial ratings and negative outlook already considered
extraordinarily high debt levels and the need to focus on de-leveraging,"
Diana Lee, a Senior Credit Officer at Moody's said. "Assuming this new
price is funded with additional debt, the ratings may not hold."
Ratings placed under review for possible downgrade:
* Biomet, Inc.
-- Corporate family rating at (P)B2;
-- Asset backed revolver at (P)Ba2, (LGD2, 14%);
-- Secured cash draw revolver at (P)B1, (LGD3, 36%);
-- Secured term loan at (P)B1, (LGD3, 36%);
-- Unsecured senior notes at (P)B3, (LGD4, 63%);
-- Unsecured PIK option notes at (P)B3, (LGD4, 63%);
-- Unsecured subordinated notes at (P)Caa1, (LGD6, 93%);
-- PDR at B2;
-- SGL-2.
Biomet Inc. and its subsidiaries design, manufacture, and market
products used primarily by musculoskeletal medical specialists
in both surgical and non-surgical therapy. Headquartered in Warsaw,
Indiana, Biomet and its subsidiaries currently distribute products in more
than 100 countries, including the Netherlands, Argentina and Korea.
CAVA & ASOCIADOS: Proofs of Claim Verification Ends on Aug. 21
--------------------------------------------------------------
Patricia Ferrari, the court-appointed trustee for Cava & Asociados SA's
bankruptcy proceeding, verifies creditors' proofs of claim until Aug. 21,
2007.
Ms. Ferrari will present the validated claims in court as individual
reports. The National Commercial Court of First
Instance No. 14 in Buenos Aires, with the assistance of Clerk No. 27, will
determine if the verified claims are admissible, taking into account the
trustee's opinion, and the objections and challenges that will be raised
by Cava & Asociados and its creditors.
Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.
A general report that contains an audit of Cava & Asociados' accounting
and banking records will be submitted in court.
Ms. Ferrari is also in charge of administering Cava & Asociados' assets
under court supervision and will take part in their disposal to the extent
established by law.
The debtor can be reached at
Cava & Asociados SA
Concordia 1832
Buenos Aires, Argentina
The trustee can be reached at:
Patricia Ferrari
Viamonte 1653
Buenos Aires, Argentina
NORVAS SRL: Trustee Verifies Proofs of Claim Until Aug. 13
----------------------------------------------------------
Dres. Ferrari, Jewkes, Perez y Asociados, the court-appointed trustee for
Norvas S.R.L.'s reorganization proceeding, is verifying creditors' proofs
of claim until Aug. 13, 2007.
The National Commercial Court of First Instance in Buenos Aires approved a
petition for reorganization filed by Norvas, according to a report from
Argentine daily Infobae.
Dres. Ferrari will present the validated claims in court as individual
reports on Sept. 27, 2007. The court will determine if the verified
claims are admissible, taking into account the trustee's opinion, and the
objections and challenges that will be raised by Norvas and its creditors.
Inadmissible claims may be subject for appeal in a separate proceeding
known as an appeal for reversal.
A general report that contains an audit of Norvas' accounting and banking
records will be submitted in court on Nov. 8, 2007.
The informative assembly will be held on May 14, 2008. Creditors will
vote to ratify the completed settlement plan
during the assembly.
The debtor can be reached at:
Norvas S.R.L.
Avenida de los Constituyentes 6005
Buenos Aires, Argentina
The trustee can be reached at:
Dres. Ferrari, Jewkes, Perez y Asociados
Viamonte 1653
Buenos Aires, Argentina
PACEY SA: Trustee To File Individual Reports on Sept. 18
--------------------------------------------------------
Estudio Polito - Lagorio, the court-appointed trustee for Pacey S.A.'s
bankruptcy proceeding, will present creditors' validated claims as
individual reports in the National Commercial Court of First Instance in
Buenos Aires on Sept. 18, 2007.
The court will determine if the verified claims are admissible,
taking into account the trustee's opinion and the objections and
challenges raised by Pacey and its creditors.
Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.
Estudio Polito verifies creditors' proofs of claim until
July 18, 2007.
Estudio Polito will also submit to court a general report containing an
audit of Pacey's accounting and banking records on Nov. 2, 2007.
The informative assembly will be held on May 2, 2008.
Creditors will vote to ratify the completed settlement plan
during the assembly.
The trustee can be reached at:
Estudio Polito - Lagorio
Avenida Corrientes 1515
Buenos Aires, Argentina
PAN AMERICAN: Fitch Lifts Foreign Currency IDR to BB from BB-
-------------------------------------------------------------
Fitch Ratings has upgraded the foreign currency Issuer Default Rating of
Pan American Energy LLC to 'BB' from 'BB-' and the local currency IDR to
'BB+' from 'BB'. In conjunction with this action, Fitch has upgraded the
following debt instruments and subsidiaries. The Rating Outlook for all
IDRs is Stable. Approximately US$1.0 billion of debt securities are
affected.
These securities are upgraded to 'BB' from 'BB-' by Fitch:
-- Senior unsecured notes due 2009;
-- Senior unsecured notes due 2012.
Pan American Energy LLC, Argentine Branch:
-- National long-term rating and the following securities
upgraded to 'AAA(arg)' from 'AA+(arg)':
-- Senior unsecured notes due 2009;
-- Senior unsecured notes due 2012.
In accordance with Fitch's published methodology, the Recovery Ratings on
all issues of Pan American Energy LLC will no longer be published.
PAE's ratings are supported by the strong fundamentals of the company
operations combined with its robust financial profile. Operational
strengths lie on the company leading position in the Argentine upstream
business, long proved reserve life, high reserve replacement ratio,
competitive production cost and strong production growth prospects. A
prudent financial strategy reflects on a conservative capital structure
with
average gearing at the bottom of its target range and smooth debt
repayment profile. Offsetting factors to the ratings include geographic
concentration, upstream exposure and Argentine operational risks.
The FC IDR is above the 'B+' country ceiling rating of Argentina and
reflects the ability and willingness of the issuer to remain current on
its foreign currency debt obligations, even in the event of transfer and
convertibility restrictions.
The 2-notch (foreign currency IDR) differentiation, above the country
ceiling, is supported by PAE's reliable strong internal cash flow
generation, high level of dollar denominated revenues from exports
relative to total debt, its ability to maintain a material amount of
export revenues offshore and the company track record of payment during
stress sovereign scenarios.
The Outlook considers the strong production growth forecasts, ongoing
significant capital expenditures program and a prudent financial profile
within the targets set by its management. PAE's growth strategy is
focused on E&P, primarily in the development of existing portfolio. In
May 2007 the company ended the negotiations with the provincial
authorities with regards to the extension of the concession contract that
allows
operating Cerro Dragon until 2027 and may be extended for an additional
20-years period subject to special provisions regarding investment,
reserve replacement and production. Fitch views Cerro Dragon transaction
as vital to pursue PAE growth strategy. Cerro Dragon was of major
contribution to past production growth, representing almost half of total
combined production and reserves.
Due to the company's significant capital expenditure program and high
dividend payout ratio, PAE's remaining free cash flow was negative (cash
flow from operations less capital expenditures less dividends).
Nevertheless, the company credit protection measures remain robust, with
EBITDA/interest of 24.5 times, EBITDA-capital expenditures/interest of
12.3x and Total Debt/EBITDA of 0.7x.
PAE is the second largest oil and gas producer in Argentina. Also, PAE
performs exploration and production activities in Bolivia. Total FY06
production of 242 thousand barrels of oil equivalent per day was split
51:49 between oil and gas. Bolivia represented 23% of proved reserves and
10% of both production and revenues at FY06. The proved reserve life is
14 years and 60% of reserves are developed. Outside E&P, other assets
include participation in oil transportation, storage and loading, gas
distribution and power generation in Argentina, Uruguay and Bolivia.
Created in 1997 as a Delaware holding company, PAE is owned 60% by BP and
40% by Bridas. The Argentine Branch has historically been PAE's primary
subsidiary both in terms of assets and revenues and the entity that
assumes most of the financial debt for the whole group.
SHINC SA: Proofs of Claim Verification Deadline Is Aug. 7
---------------------------------------------------------
Miryam Lewenbaum, the court-appointed trustee for Shinc S.A.'s bankruptcy
proceeding, verifies creditors' proofs of claim until Aug. 7, 2007.
Ms. Lewenbaum will present the validated claims in court as individual
reports. The National Commercial Court of First Instance in Buenos Aires
will determine if the verified claims are admissible, taking into account
the trustee's opinion, and the objections and challenges that will be
raised by Shinc and its creditors.
Inadmissible claims may be subject for appeal in a separate
proceeding known as an appeal for reversal.
A general report that contains an audit of Shinc's accounting and banking
records will be submitted in court.
Infobae did not state the reports submission deadlines.
Ms. Lewenbaum is also in charge of administering Shinc's assets under
court supervision and will take part in their disposal to the extent
established by law.
The debtor can be reached at:
Shinc S.A.
Esmeralda 668
Buenos Aires, Argentina
The trustee can be reached at:
Miryam Lewenbaum
Montevideo 666
Buenos Aires, Argentina
W.R. GRACE: Wants to Contribute US$71.8 Mil. to Retirement Plans
----------------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates asks the United States
Bankruptcy Court for the District of Delaware for permission to make
contributions to defined benefit retirement plans covering their employees
in the United States required under federal law for the period from July
15, 2007, to
April 15, 2008.
The total of the legally required minimum contributions for the
2007-2008 Funding Period is approximately US$72,000,000, James E. O'Neill,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, LLP, in
Wilmington, Delaware, tells the Court.
The funded status of the Grace Retirement Plans has improved;
however, the Plans are still underfunded by most accepted
measures, according to Mr. O'Neill.
The funding approach for the 2007-2008 Funding Period is to make
only those contributions to the Grace Retirement Plans that are
necessary to satisfy the minimums that are legally required by
applicable law. Each contribution will be made no sooner than
one month before the deadline imposed by federal law.
For the 2007-2008 Contribution, the Debtors will follow this
schedule:
Payment Due Date Contributions Plan Year
---------------- ------------- ---------
July 15, 2007 US$8,982,359 2007
September 15, 2007 15,343,157 2006
October 15, 2007 14,830,385 2007
January 15, 2007 14,830,385 2007
April 15, 2007 17,873,596 2008
-------------
Total Contribution US$71,859,882
=============
No changes are anticipated in applicable federal law that could
affect the amount of the minimum contributions required to be
made to the Grace Retirement Plans during the 2007-2008 Funding
Period, except with respect to the first quarterly contribution
for the 2008 plan year due April 15, 2008, to the extent that any
regulations issued under the Pension Protection Act affect the calculation
of contributions for that plan year, Mr. O'Neill
maintains.
The Debtors believe that continuing to make at least the legally
required minimum contributions to each of the Grace Retirement
Plans is essential in maintaining the morale of their workforce
and confidence in their management. The employees are vital to
maintaining and enhancing the value of the Debtors' estate and to the
Debtors' successful reorganization, Mr. O'Neill avers.
About W.R. Grace
Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally, including Argentina, Australia
and Ireland.
The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts. The Debtors hired
Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP
is the Debtors' accountant.
Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors. The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice. David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA. Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants. The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it. Lexecon, LLP,
provided asbestos claims consulting services to the Official Committee of
Equity Security Holders.
The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov.
13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement. The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on
Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan
expires on July 23, 2007. The PI Estimation Trials will begin on Sept.
17, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000. (W.R.
Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
W.R. GRACE: Inks Settlement Pact with Trumbull Memorial
-------------------------------------------------------
W.R. Grace & Co. and its debtor-affiliates entered into a
settlement agreement with Trumbull Memorial Hospital, which provides a
certain amount that will be deemed as the final liquidation of Claim No.
7028. The Settlement Amount however was not disclosed in the parties'
filing with the United States Bankruptcy Court for the District of
Delaware.
In September 2005, the Debtors objected to thousands of asbestos-related
property damage claims, including Claim
No. 7028 filed by Trumbull Memorial, on various grounds.
Trumbull Memorial responded to the Debtors' objection and
thereafter, the parties engaged in extensive negotiations to
resolve the Trumbull Claim.
For voting purposes with respect to a plan of reorganization,
Trumbull Memorial will be entitled to one vote and the amount of
the Trumbull Claim for voting purposes will be equal to the
Settlement Amount.
In the event that (i) a reorganization plan ultimately confirmed
by the Court does not provide Trumbull Memorial distribution on
its claim equal to 100% of the Settlement Amount, or (ii) the
Debtors' bankruptcy case is converted to a case under Chapter 7
of the Bankruptcy Code, Trumbull Memorial may void the Settlement
Agreement and re-assert its Claim as presently filed.
The Debtors also seek the Court's permission to maintain the
confidentiality of the Settlement Amount. Timothy P. Cairns,
Esq., at Pachulski Stang Ziehl Young Jones & Weintraub, P.C., in
Wilmington, Delaware, asserts that given the current state of the PD
Claims and the ongoing general public, disclosing the
Settlement Amount would not be in the Debtors' best interest.
Mr. Cairns relates that the Debtors will disclose the Settlement
Amount to the Court in camera if requested. The Debtors will
also disclose the Settlement Amount to the Official Committees
appointed in the Debtors' cases and the Future Claims
Representative.
About W.R. Grace
Headquartered in Columbia, Md., W.R. Grace & Co. (NYSE:GRA)
-- http://www.grace.com/-- supplies catalysts and silica
products, especially construction chemicals and building
materials, and container products globally, including Argentina, Australia
and Ireland.
The Company and its debtor-affiliates filed for chapter 11
protection on April 2, 2001 (Bankr. D. Del. Case No. 01-01139).
James H.M. Sprayregen, Esq., at Kirkland & Ellis, and Laura Davis Jones,
Esq., at Pachulski, Stang, Ziehl, Young, Jones & Weintraub, P.C.,
represent the Debtors in their restructuring efforts. The Debtors hired
Blackstone Group, L.P., for financial advice. PricewaterhouseCoopers LLP
is the Debtors' accountant.
Stroock & Stroock & Lavan LLP represent the Official Committee of
Unsecured Creditors. The Creditors Committee tapped Capstone
Corporate Recovery LLC for financial advice. David T. Austern,
the legal representative of future asbestos personal injury
claimants, is represented by Orrick Herrington & Sutcliffe LLP and
Phillips Goldman & Spence, PA. Anderson Kill & Olick, P.C.,
represent the Official Committee of Asbestos Personal Injury
Claimants. The Asbestos Committee of Property Damage Claimants
tapped Martin W. Dies, III, Esq., at Dies & Hile L.L.P., and C.
Alan Runyan, Esq., at Speights & Runyan,to represent it. Lexecon, LLP,
provided asbestos claims consulting services to the Official Committee of
Equity Security Holders.
The Debtors' filed their Chapter 11 Plan and Disclosure Statement on Nov.
13, 2004. On Jan. 13, 2005, they filed an Amended Plan and Disclosure
Statement. The hearing to consider the adequacy of the Debtors'
Disclosure Statement began on
Jan. 21, 2005. The Debtors' exclusive period to file a chapter 11 plan
expires on July 23, 2007. The PI Estimation Trials will begin on Sept.
17, 2007.
At Dec. 31, 2006, the W.R. Grace's balance sheet showed total
assets of US$3,620,400,000 and total debts of US$4,189,100,000. (W.R.
Grace Bankruptcy News, Issue No. 131; Bankruptcy Creditors' Service, Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
YPF SA: Stake Sale Fails To Attract State-Owned Companies
---------------------------------------------------------
Argentine Planning Minister Julio De Vido told EFE News Service that no
state-run firm has taken part in discussions about Repsol's search for a
local partner to acquire a stake in its Argentine unit YPF SA.
As reported in the Troubled Company Reporter-Latin America on June 5,
2007, Repsol would sell up to 45% of YPF to an Argentinian investor.
Repsol acquired YPF for US$15 billion when it was privatized by the
Argentine government in 1999. The sale could bring over US$5.4 billion to
Repsol. The firm is negotiating with Jorge Brito, Enrique Eunekian, and
Enrique Eskenazi. The three companies have good relations with Argentine
President Nestor Kirchner. Enrique Eskenazi is the favorite of the three
possible buyers.
Minister De Vido told the press that Repsol is in talks with just one
group and in this process Enarsa, the state-owned energy firm formed in
2004, is not taking part nor is any provincial state firm.
The result of the talks with Repsol is subject to government
authorization, since the Argentine state retained a share when it first
privatized YPF in the 1990s, EFE News notes, citing Minister De Vido. He
admitted that he expected there will be no problems on an eventual deal
for a stake of YPF.
Minister De Vido told EFE News that it would be necessary to ask Repsol
how long it would take to close the deal. The minister expected that it
would be in five weeks.
Argentine business daily El Cronista relates that some of Argentine
provincial governments had plans to purchase a stake in YPF through an
association of provinces, the state and local private groups. The
provinces want areas that have not much been exploited by YPF to be made
more productive by smaller local firms, which exploit deposits to the
maximum.
Published reports in Argentina say that the main candidate to purchase a
25% share of YPF is Enrique Eskenazi, whose Petersen group controls the
Santa Cruz, San Juan and Santa Fe banks.
Repsol would consolidate all of its Latin American assets and operations
under the YPF division. YPF would get all the oil and gas fields, plants
and other assets that Repsol has in Argentina, Bolivia, Brazil, Chile,
Colombia, Cuba, Ecuador and Venezuela, company officials told daily paper
Clarin.
About Repsol
Repsol YPF, S.A. is an integrated oil and gas company engaged in
all aspects of the petroleum business, including exploration,
development and production of crude oil and natural gas,
transportation of petroleum products, liquefied petroleum gas
and natural gas, petroleum refining, petrochemical production
and marketing of petroleum products, petroleum derivatives,
petrochemicals and natural gas. The company operates in four
segments: Exploration and Production, Refining and Marketing,
Chemicals, and Gas and Electricity.
About YPF SA
Headquartered in Buenos Aires, Argentina, YPF S.A. (YPF) is an
integrated oil and gas company engaged in the exploration,
development and production of oil and gas, natural gas and
electricity-generation activities (upstream), the refining,
marketing, transportation and distribution of oil and a range of
petroleum products, petroleum derivatives, petrochemicals and
liquid petroleum gas (LPG) (downstream). The company is a
subsidiary of Repsol YPF, S.A., a Spanish company engaged in oil
exploration and refining, which holds 99.04% of its shares. Its
international operations are conducted through its subsidiaries,
YPF International S.A. and YPF Holdings Inc.
* * *
Fitch Ratings assigned BB+ long-term issuer default rating on
YPF SA. Fitch said the outlook is stable.
Moody's Investors Service assigned these ratings on YPF SA:
-- B2 long-term foreign currency corporate family
rating; and
-- Ba2 foreign currency senior unsecured rating;
Moody's said the outlook was negative.
* ARGENTINA: Sells US$487.4 Mil. of 5-Year Fixed-Rate Peso Bonds
----------------------------------------------------------------
Argentina is selling US$487.4 million of five-year fixed-rate peso bonds
to yield 11.7 percent, a lower rate than some analysts anticipated for the
country's first offering of fixed-rate debt since it defaulted six years
ago, Bloomberg reports.
According to Bloomberg, the economy ministry stated that the country
received bids totaling US$1.7 billion, or about triple the amount offered.
Argentina last sold debt May 10, when it issued US$750 million of 10-year
dollar bonds to yield 8.44 percent.
Carola Sandy, a Latin America economist at Credit Suisse Group in New
York, told Bloomberg that this is a yield lower than they had expected.
"Local banks were apparently very liquid, which helped the government get
a good rate despite the bad day in the markets," she added.
Report show that according to bond broker Cantor Fitzgerald LP, the
10-year Treasury yield rose 17 basis points, or 0.17 percentage point, to
5.13 percent at 4:51 p.m. in New York, the highest since July 19. The
bond's price, which moves inversely to yield, dropped the most in more
than three years.
Planned Bond Sales
Sergio Chodos, Finance Secretary at the Economy
Ministry, asserted that Argentina may seek to eventually sell up to ARS4.5
billion (US$1.46 billion) of the bonds,
Argentina, Bloomberg says, issued the fixed-rate peso bond with investors
avoiding inflation-linked securities amid allegations that the government
manipulated consumer price data. The government tried to reverse a
buildup of dollar debt, which makes the country more vulnerable to swings
in international capital flows.
Dollar Debt
For the past two years, the government sold US$10.8 billion, or more than
90 percent of its debt, in dollars, Bloomberg relates.
"It is a good thing to have debt in pesos and sell it to local
investors," Chodos said, while also welcoming foreign investors.
* * *
Fitch Ratings assigned these ratings on Argentina:
Rating Rating Date
------ -----------
Country Ceiling B+ Aug. 1, 2006
Local Currency
Long Term Issuer B Aug. 1, 2006
Short Term IDR B Dec. 14, 2005
Long Term IDR RD Dec. 14, 2005
=============
B A H A M A S
=============
ANDREW CORP: Seeks New Buyer After Failed Kimball-Hill Agreement
----------------------------------------------------------------
Andrew Corporation seeks a new residential, commercial or industrial buyer
for the remaining portion of its former Orland Park, Illinois,
manufacturing and headquarters location after Kimball-Hill Homes failed to
close on the purchase of the
73-acre property.
As previously disclosed, Andrew and Kimball-Hill signed a contract in
August 2005 for the purchase of Andrew’s 103-acre Orland Park property in
two phases, the first of which involved 30 acres and closed in 2006 for
net proceeds of approximately US$9 million. The second phase, involving
73 acres that include the former cable manufacturing and corporate
headquarters buildings, was contracted to sell for US$16.5 million and did
not close as required by May 31, 2007.
As a result, Kimball-Hill has forfeited to Andrew US$2.5 million in
earnest money and refunded approximately US$1.1 million of unused funds
from a US$1.7 million escrow account established by Andrew for any
required environmental remediation.
"The buyer’s decision to not proceed with closing on the second phase of
our agreement delays the process, but doesn’t change our focus on selling
our remaining 73 acres of highly desirable property in Orland Park," said
Marty Kittrell, chief financial officer, Andrew Corporation. "We have
restarted the sales process with The Staubach Company and are beginning
discussions with interested residential, commercial and industrial parties
immediately."
The company previously reported in its May 3, 2007 earnings release that
it expected a US$0.06 per share gain in the fiscal third quarter from the
second phase of the sale of the Orland Park property. As a result of
Kimball-Hill’s failure to close, the company now expects to record a gain
of US$0.02 per share in its fiscal third quarter related to the earnest
money, instead of the previously expected US$0.06 per share gain. The
foregoing change in estimate has no impact on the company’s previous
non-GAAP fiscal 2007 earnings guidance. The company intends to update
annual guidance when it reports fiscal third quarter results.
The Orland Park property status has no effect on Andrew’s office and
manufacturing relocations to Westchester and Joliet. The company’s
corporate headquarters relocated to west suburban Westchester in early
2006, while the move to a newly constructed North American cable
manufacturing and office facility in Joliet was completed this spring.
About Andrew Corporation
Headquartered in Westchester, Illinois, Andrew Corporation
(NASDAQ: ANDW) -- http://www.andrew.com/-- designs, manufactures and
delivers equipment and solutions for the global communications
infrastructure market. The company serves operators and original
equipment manufacturers from facilities in 35 countries, that includes,
among others, China, India, Italy, Czech Republic, Argentina, Bahamas,
Belize, Barbados, Bermuda and Brazil.
* * *
Standard & Poor's Ratings Services, in March 2007, affirmed its 'BB'
corporate credit and other ratings on Andrew Corp.
=============
B E R M U D A
=============
ADVANTAGE CO: Final General Meeting Is Set for June 21
------------------------------------------------------
Advantage Company Ltd.'s final general meeting will be at 9:00 a.m. on
June 21, 2007, or as soon as possible, at the liquidator's place of
business.
Advantage Company's shareholders will determine during the meeting,
through a resolution, the manner in which the books, accounts and
documents of the company and of the liquidator will be disposed.
The liquidator can be reached at:
Jennifer Y. Fraser
Canon's Court, 22 Victoria Street
Hamilton, Bermuda
ADVANTAGE CO: Proofs of Claim Filing Is Until May 31
----------------------------------------------------
Advantage Company Ltd.'s creditors are given until May 31, 2007, to prove
their claims to Jennifer Y. Fraser, the company's liquidator, or be
excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names
and addresses of their lawyers, if any.
Advantage Company's shareholders agreed on May 10, 2007, to place the
company into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Jennifer Y. Fraser
Canon's Court, 22 Victoria Street
Hamilton, Bermuda
BELL ATLANTIC: Final General Meeting Is Set for July 10
-------------------------------------------------------
Bell Atlantic (Bermuda) Holdings Ltd.'s final general meeting will be at
9:00 a.m. on July 10, 2007, or as soon as possible, at the liquidator's
place of business.
Bell Atlantic's shareholders will determine during the meeting, through a
resolution, the manner in which the books, accounts and documents of the
company and of the liquidator will be disposed.
The liquidator can be reached at:
Jennifer Y. Fraser
Canon's Court, 22 Victoria Street
Hamilton, Bermuda
BELL ATLANTIC: Proofs of Claim Filing Is Until June 22
------------------------------------------------------
Bell Atlantic (Bermuda) Holdings Ltd.'s creditors are given until June 22,
2007, to prove their claims to Jennifer Y. Fraser, the company's
liquidator, or be excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names
and addresses of their lawyers, if any.
Bell Atlantic’s shareholders agreed on June 1, 2006, to place the company
into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Jennifer Y. Fraser
Canon's Court, 22 Victoria Street
Hamilton, Bermuda
WEST SOLUTIONS: Proofs of Claim Filing Is Until June 15
-------------------------------------------------------
West Solutions Ltd.'s creditors are given until June 15, 2007, to prove
their claims to Jennifer Y. Fraser, the company's liquidator, or be
excluded from receiving any distribution or payment.
In their proofs of claim, creditors must indicate their full names,
addresses, the full particulars of their debts or claims, and the names
and addresses of their lawyers, if any.
West Solutions shareholders agreed on Dec. 8, 2006, to place the company
into voluntary liquidation under Bermuda's Companies Act 1981.
The liquidator can be reached at:
Jennifer Y. Fraser
Canon's Court, 22 Victoria Street
Hamilton, Bermuda
KAZIMIR RUSSIA: Will Hold Final Shareholders Meeting on June 18
---------------------------------------------------------------
Kazimir Russia Directional Fund Ltd. will hold its final shareholders
meeting on June 18, 2007, at 10:00 a.m., at:
Covenant House, 85 Reid Street
Hamilton, HM12, Bermuda
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year;
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed; and
3) hearing any explanation that may be given by the
liquidator.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
William Spencer
c/o Delphi Management Limited
Covenant House, 85 Reid Street
Hamilton, HM12 Bermuda
Telephone: 001 441 296 6644
Fax: 001 441 296 4283
=============
B O L I V I A
=============
COEUR D'ALENE: Gets Due Diligence Period Extension from Bolinisi
----------------------------------------------------------------
Coeur d'Alene Mines Corporation disclosed that Bolnisi Gold NL has agreed
to extend Coeur's due diligence period by 14 days under the Merger
Implementation Agreement relating to Coeur's proposed acquisition of
Bolnisi, which is part of a larger transaction that also would result in
Coeur's acquisition of Palmarejo Silver and Gold Corporation.
Coeur d'Alene Mines Corp. (NYSE:CDE) (TSX:CDM) --
http://www.coeur.com/-- is the world's largest primary silver
producer, as well as a significant, low-cost producer of gold.
The company has mining interests in Nevada, Idaho, Alaska,
Argentina, Chile, Bolivia and Australia.
* * *
Coeur d'Alene Mines Corp.'s US$180 Million notes due
Jan. 15, 2024, carry Standard & Poor's B- rating.
===========
B R A Z I L
===========
ADVANCED MICRO: Shares Rise as Lehman Ups Target Price
------------------------------------------------------
Advanced Micro Devices Inc.'s shares last Friday went up by as much as
3.4% after Lehman Brothers upped its price target from US$13 to US$15,
Reuters reports.
In making the determination, Lehman cited the company's near-term
second-quarter outlook, the report further discloses.
Advanced Micro Devices -- http://www.amd.com/-- (NYSE: AMD)
designs and manufactures microprocessors and other semiconductor products.
The company has a facility in Singapore. It has sales offices in Belgium,
France, Germany, the United Kingdom, Mexico and Brazil.
* * *
As reported in the Troubled Company Reporter on May 2, 2007, Moody's
Investors Service affirmed AMD's B1 corporate family rating while revising
to Ba2 from Ba3 the ratings on both the currently secured US$390 million
notes due 2012 (2012 Note) and the US$1.7 billion remainder of the
original US$2.5 billion term loan due 2013. The rating outlook remains
negative.
ALL AMERICAN: Completes Asset Sale to Rock River for US$15.2 Mln
----------------------------------------------------------------
All American Semiconductor, Inc., completed on June 6, 2007, the sale of
substantially all of its assets to Rock River Capital LLC and the
company's senior secured lenders for which Harris N.A. acts as agent. The
aggregate purchase price was US$15.2 million, which will be paid to the
senior secured lenders in the form of a reduction in their secured claim.
Rock River Capital was previously the successful bidder for
substantially all of the company's operating assets and is expected to
continue to operate the acquired assets as a going concern business
utilizing All American's 42 years of experience and service to the
industry. The company's senior secured lenders were the successful
bidders for the Company's accounts receivable. None of the its commercial
tort claims or avoidance actions was sold.
About All American Semiconductor
Headquartered in Miami, Florida, All American Semiconductor
Inc. (Pink Sheets: SEMI.PK) -- http://www.allamerican.com/--
is a distributor of electronic components manufactured by
others. The company distributes a full range of semiconductors
including transistors, diodes, memory devices, microprocessors,
microcontrollers, other integrated circuits, active matrix
displays and various board-level products. All American also
distributes passive components such as capacitors, resistors and
inductors; and electromechanical products such as power
supplies, cable, switches, connectors, filters and sockets. The
company also offers complete solutions for flat panel display
products. In total, the company offers approximately 40,000
products produced by approximately 60 manufacturers. The
company has 36 strategic locations throughout North America and
Mexico, as well as operations in both Asia and Europe.
The company and its debtor-affiliates filed for Chapter 11
protection on April 25, 2007 (Bankr. S.D. Fla. Lead Case No.
07-12963). Tina M. Talarchyk, Esq., at Squire Sanders & Dempsey
LLP, in West Palm Beach, Florida, represents the Debtors. Jerry
M. Markowitz, Esq., at Markowitz, Davis, Ringel & Trusty, P.A.,
and William M. Hawkins, Esq., at Loeb & Loeb LLP, represents the
Committee. As of Feb. 28, 2007, total assets was US$117,634,000
and total debts was US$106,024,000.
AMC ENTERTAINMENT: Fitch To Rate New US$400-Million Loan at CCC
---------------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and
its principal operating subsidiary AMC Entertainment, Inc., at 'B'
following the company's recent announcement. Fitch expects to rate the
new US$400 million senior unsecured term facility 'CCC/RR6' and would also
expect to rate the potential US$275 million senior unsecured term loan
facility 'CCC/RR6' based on their deep structural subordination in the
capital structure. The Rating Outlook is Stable.
Marquee Holdings has announced an intention to enter into a five-year
US$400 million senior unsecured term loan facility at an additional
holding company level, named AMC Entertainment Holdings, Inc., to fund a
dividend payout to Marquee's current shareholders. Neither Marquee or its
operating subsidiary AMC Entertainment or its subsidiaries will be a party
to the transaction. Simultaneously, Marquee announced a consent
solicitation to amend the indenture of its existing discount notes due
2014 to accommodate a dividend payment of up to US$275 million prior to
the next accretion date on Aug. 15, 2007. If the amendment is approved,
Marquee intends to use cash on hand at AMC Entertainment but also has an
option to fund the dividend by entering into an additional US$275 million
senior unsecured term loan facility. The note holders are offered a 1.44%
consent fee at maturity. Regardless of the results of the solicitation,
entering into the proposed US$400 million facility would trigger a cash
interest payout on the discount notes estimated at approximately US$29
million per year beginning on Feb. 15, 2008. This announcement follows
the suspension of Marquee's IPO on May 3, 2007.
Fitch believes that AMC/Marquee has sufficient financial flexibility at
its current rating to fund the additional debt service payments due to the
recent debt reduction, solid operating performance and expectations for a
continued strong box office performance for the remainder of the summer
season. In March 2007, the company allocated all proceeds from the
National CineMedia IPO and US$109 million in cash toward debt
repayment and fully redeemed approximately US$600 million of its higher
coupon operating company senior and subordinated notes. Therefore, while
the proposed transaction will result in higher consolidated debt levels,
potentially reaching the level prior to the debt reduction, Fitch notes
that the new debt does not affect the default probability and recovery
expectations of the operating company debt ranked higher in the capital
structure.
Liquidity profile may be weakened if the company chooses to fund the
US$275 million additional dividend with cash on hand at AMC, pending the
results of the consent solicitation. The company reported a proforma cash
balance of US$362 million and US$177 of availability under its revolving
facility as of Dec. 28, 2006.
Following the suspension of the AMC IPO in early May 2007, Fitch's ratings
incorporated the potential for another equity offering and a dividend,
albeit a lower one, to the shareholders. Therefore, Fitch believes that
the announced plan to return capital to the current shareholders is within
the existing and expected financial policies reflected by the
'B' rating.
Fitch affirms these ratings:
AMC
-- Issuer Default Rating 'B';
-- Senior secured credit facilities 'BB/RR1';
-- Senior unsecured notes 'B/RR4';
-- Senior subordinated notes 'CCC+/RR6'.
Marquee
-- Issuer Default Rating 'B';
-- Senior discount notes 'CCC/RR6'.
The Rating Outlook is Stable.
About Marquee Holdings
Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.
The Company's principal directly owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International, Inc.
About AMC Entertainment
Based in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the
theatrical exhibition industry. The company serves more than 250 million
guests annually through interests in 415 theatres and 5,672 screens in 12
countries including the United States, Hong Kong, Brazil and the United
Kingdom.
AMC ENTERTAINMENT: Moody's Rates Proposed Sr. Unsec. Debt at B3
---------------------------------------------------------------
moody's Investors Service changed the outlook for Marquee Holdings Inc.
(parent of AMC Entertainment Inc.) to negative from stable.
Moody's also assigned a B3 rating to its proposed debt at AMC
Entertainment Holdings, Inc., a newly created entity that will
become the parent of Marquee. The company intends to use proceeds to fund
a dividend to Marquee's current stockholders.
The negative outlook reflects concerns over the increase in leverage to
7.2 times debt-to-EBITDA from 6.7 times (based on estimated results for
the year ended March 31, 2007, and as per Moody's standard adjustments,
which include operating leases). Furthermore, the transaction creates no
value for creditors and represents a reversal from the commitment to
improving Marquee's credit profile that management demonstrated by
repaying debt with proceeds from the National CineMedia transactions. If
Marquee's debt-to-EBITDA remains in excess of 7 times over the next year,
or if the company does not generate positive free cash flow, Moody's would
likely downgrade the corporate family rating to B2. Conversely, Moody's
would consider stabilizing the outlook with:
(1) leverage below 7 times and on track to fall to the low to
mid 6 times; and
(2) positive free cash flow.
The B3 rating on the proposed debt incorporates its junior-most
position in the capital structure, and the LGD6 93% reflects its low
recovery prospects as a result of the material amount of claims ranking
senior to it that would have to be repaid first in a default scenario.
This new debt does not benefit from any subsidiary guarantees, nor does it
have a security interest in any assets of the company. It is structurally
subordinated to all other debt in the capital structure, which, inclusive
of capitalized operating leases, comprises approximately $5.5 billion.
The introduction of this junior-ranking claim of size to the company's
consolidated capitalization, however, results in an upgrade of the rating
for the higher-ranking (via structural seniority) senior subordinated
notes to B2, from B3, as the LGD estimate is reduced. All other ratings
were affirmed. A summary of rating actions follows, including
updated LGD assessments and point estimates to reflect the new capital
structure.
* Marquee Holdings Inc.
-- Outlook changed to negative from stable;
-- Affirmed B1 corporate family rating;
-- Affirmed B1 probability of default rating.
* AMC Entertainment Holdings, Inc. (newly created entity)
-- Assigned B3, LGD6, 93% to proposed Senior Unsecured Bank
Credit Facility.
* AMC Entertainment, Inc.
-- Senior Subordinated Bonds, Upgraded to B2 from B3, LGD5,
73%;
-- Affirmed Ba1 on Senior Secured Bank Credit Facility,
LGD2, 12%;
-- Affirmed Ba3 on Senior Unsecured Bonds, LGD3, 34%.
* Marquee Holdings, Inc.
-- Affirmed B3 on Senior Unsecured Bonds, LGD5, 87%.
The B1 corporate family rating for Marquee continues to reflect high
leverage, sensitivity to product from movie studios, and a weak industry
growth profile, offset by good liquidity and the advantages of scale and
geographic diversity.
About Marquee Holdings
Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.
The Company's principal directly owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International, Inc. Its annual revenue is approximately
US$2.5 billion.
About AMC Entertainment
Headquartered in Kansas City, Mo., AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a theatrical exhibition company with
interests in about 382 theatres with 5,340 screens as of Dec. 28, 2006.
About 87 percent of the company's theatres are located in the U.S. and
Canada, and 13 percent in Mexico,
Argentina, Brazil, Chile, Uruguay, Hong Kong, France, and the U.K.
MARQUE HOLDINGS: Fitch To Rate US$275 Million Term Loan at CCC
--------------------------------------------------------------
Fitch has affirmed the Issuer Default Ratings of Marquee Holdings Inc. and
its principal operating subsidiary AMC Entertainment, Inc., at 'B'
following the company's recent announcement, outlined below. Fitch
expects to rate the new US$400 million senior unsecured term facility
'CCC/RR6' and would also expect to rate the potential US$275 million
senior
unsecured term loan facility 'CCC/RR6' based on their deep structural
subordination in the capital structure. The Rating Outlook is Stable.
Marquee Holdings has announced an intention to enter into a five-year
US$400 million senior unsecured term loan facility at an additional
holding company level, named AMC Entertainment Holdings, Inc., to fund a
dividend payout to Marquee's current shareholders. Neither Marquee or its
operating subsidiary AMC Entertainment or its subsidiaries will be a party
to the transaction. Simultaneously, Marquee announced a consent
solicitation to amend the indenture of its existing discount notes due
2014 to accommodate a dividend payment of up to US$275 million prior to
the next accretion date on Aug. 15, 2007. If the amendment is approved,
Marquee intends to use cash on hand at AMC Entertainment but also has an
option to fund the dividend by entering into an additional US$275 million
senior unsecured term loan facility. The note holders are offered a 1.44%
consent fee at maturity. Regardless of the results of the
solicitation, entering into the proposed US$400 million facility would
trigger a cash interest payout on the discount notes estimated at
approximately US$29 million per year beginning on Feb. 15, 2008. This
announcement follows the suspension of Marquee's IPO on May 3, 2007.
Fitch believes that AMC/Marquee has sufficient financial flexibility at
its current rating to fund the additional debt service payments due to the
recent debt reduction, solid operating performance and expectations for a
continued strong box office performance for the remainder of the summer
season. In March 2007, the company allocated all proceeds from the
National CineMedia IPO and US$109 million in cash toward debt
repayment and fully redeemed approximately US$600 million of its higher
coupon operating company senior and subordinated notes. Therefore, while
the proposed transaction will result in higher consolidated debt levels,
potentially reaching the level prior to the debt reduction, Fitch notes
that the new debt does not affect the default probability and recovery
expectations of the operating company debt ranked higher in the capital
structure.
Liquidity profile may be weakened if the company chooses to fund the
US$275 million additional dividend with cash on hand at AMC, pending the
results of the consent solicitation. The company reported a proforma cash
balance of US$362 million and US$177 of availability under its revolving
facility as of Dec. 28, 2006.
Following the suspension of the AMC IPO in early May 2007, Fitch's ratings
incorporated the potential for another equity offering and a dividend,
albeit a lower one, to the shareholders. Therefore, Fitch believes that
the announced plan to return capital to the current shareholders is within
the existing and expected financial policies reflected by the
'B' rating.
Fitch affirms these ratings:
AMC
-- Issuer Default Rating 'B';
-- Senior secured credit facilities 'BB/RR1';
-- Senior unsecured notes 'B/RR4';
-- Senior subordinated notes 'CCC+/RR6'.
Marquee
-- Issuer Default Rating 'B';
-- Senior discount notes 'CCC/RR6'.
The Rating Outlook is Stable.
About AMC Entertainment
Based in Kansas City, Missouri, AMC Entertainment Inc. --
http://www.amctheatres.com/-- is a worldwide leader in the
theatrical exhibition industry. The company serves more than 250 million
guests annually through interests in 415 theatres and 5,672 screens in 12
countries including the United States, Hong Kong, Brazil and the United
Kingdom.
About Marquee Holdings
Based in Kansas City, Mo., Marquee Holdings Inc. is organized as
an intermediate holding company with no operations of its own.
The Company's principal directly owned subsidiaries are American
Multi-Cinema, Inc., Grupo Cinemex, S.A. de C.V., and AMC
Entertainment International, Inc.
AMERICAN AXLE: S&P Rates Proposed US$250 Million Term Loan at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to American
Axle & Manufacturing Inc.'s proposed US$250 million senior unsecured term
loan due 2012. The parent company, American Axle & Manufacturing Holdings
Inc., is the guarantor. Proceeds are expected to be used to repay
existing debt.
In addition, the 'BB' corporate credit ratings on the Detroit-based auto
supplier and its parent company were affirmed. The rating outlook is
negative.
"The ratings on American Axle reflect the risks associated with the
company's heavy dependence on General Motors Corp. (GM; B/Negative/B-3)
SUVs and pickup trucks, current relatively narrow product range, and
exposure to cyclical and competitive markets," said Standard & Poor's
credit analyst Robert Schulz.
The ratings could be lowered if free cash flow generation remains negative
during 2007, reducing the company's cash balances. Potential causes for
negative cash flow would include substantially weaker demand for GM's
light trucks. S&P could also lower the rating if GM's credit profile were
to substantially weaken. On the other hand, the outlook could be revised
to stable if the company improves its customer and product diversity
through acquisitions or investments that do not cause credit measures to
weaken, or if demand for light trucks stabilizes or strengthens.
In addition to locations in the United States, AAM also has offices or
facilities in Brazil, China, England, Germany, India, Japan, Mexico,
Poland, Scotland and South Korea.
CMS ENERGY: Aneel Okays Brazilian Unit's Sale to CPFL Energia
-------------------------------------------------------------
Brazilian power regulator Aneel said in its weekly newsletter that it has
authorized the sale of CMS Energy's Brazilian unit to power firm CPFL
Energia.
Business News Americas relates that CPFL Energia will acquire 100% of CMS
Energy Brasil, which controls these power distributors:
-- Companhia Paulista de Energia Eletrica,
-- Companhia Sul Paulista de Energia,
-- Companhia Jaguari de Energia, and
-- Companhia Luz e Forca de Mococa.
According to BNamericas, the power distributors supply energy to 16
municipalities in Sao Paulo and three municipalities in Minas Gerais.
CMS Energy also controls power generators Jaguari Geracao de Energia and
Paulista Lajeado Energia, BNamericas states.
Michigan-based CMS Energy Corp. is an electric and natural gas
utility, natural gas pipeline systems, and independent power
generation operator. The company has offices in Venezuela.
* * *
As reported in the Troubled Company Reporter-Latin America on
Feb. 15, 2007, Moody's Investors Service affirmed the ratings of
CMS Energy (Ba1 Corporate Family Rating) and Consumers Energy
(Baa2 senior secured) and revised the rating outlook of both to
positive from stable. Moody's also affirmed CMS Energy's SGL-2
rating.
CMS ENERGY: Moody's Upgrades Rating to Ba1 on Sr. Unsec. Notes
--------------------------------------------------------------
Moody's Investors Service upgraded the long-term ratings of CMS Energy
Corporation (CMS: senior unsecured to Ba1 from Ba3) and its subsidiary
Consumers Energy Company (Consumers: senior
secured to Baa1 from Baa2), and revised the outlook of both companies to
stable from positive.
The Corporate Family Rating, Probability of Default Rating and Speculative
Grade Liquidity rating for CMS have been withdrawn. All loss given default
assessments, have also been withdrawn.
Moody's also assigned a rating of Baa1 to Consumers' US$500 million
amended and restated secured credit facility terminating in 2012, and a
rating of Baa3 to CMS' US$300 million amended and restated secured credit
facility terminating in 2012.
"The upgrades reflect significant improvement in CMS' business and
financial risk profile as a result of its recent completion of the sales
of its international businesses, its renewed focus on Michigan utility
operations, and its implementation of a significant deleveraging strategy"
said Laura Schumacher, Vice President Senior Analyst.
CMS has now successfully completed the sale of its businesses in the
Middle East, Africa, India, Argentina and Venezuela as well as the sale of
certain northern Michigan gas assets. The company has also entered into
agreements to sell its remaining non-U.S. based businesses in Brazil,
Chile and Jamaica. Year-to-date in 2007, CMS has received sales proceeds
of pproximately US$1.2 billion, and anticipates an additional US$300
million from the announced agreements by year end. Proceeds are being
used primarily for utility investment and debt repayment at the parent
company. CMS has infused US$400 million of equity into Consumers, and
will have repaid approximately US$650 million of consolidated debt by
year-end.
The upgrade of Consumers reflects the reduction in CMS' overall
consolidated business risk and its publicly stated intent to concentrate
on regulated utility operations in Michigan. The upgrade also reflects
improvement in Consumers' financial and operating risk profile resulting
from the sale of the Midland Cogeneration Venture in 2006 as well as its
sale of the Palisades nuclear facility in 2007. The upgrade considers the
significant capital expenditure program planned at the utility,
including its planned purchase of the Zeeland gas-fired power plant, and
assumes the company will be reasonably successful in managing its
regulatory relationship with an objective of attaining timely recovery of
increased expenditures and an opportunity to earn a fair return.
The upgrades for both CMS and Consumers reflect Moody's expectation of
improved financial performance as a result of debt reduction and reduced
cash flow volatility. Over the near-to-medium term, Moody's expects the
ratio of cash flow from operations excluding changes in working capital
(CFO x WC) to debt (calculated in accordance with Moody's standard
analytical adjustments) at CMS to move into the mid-teens as this same
metric at Consumers moves into the high-teens.
The stable outlooks reflect our expectation of relatively stable cash
flows generated by CMS' regulated operations, our assumption that the
company will be successful in managing its regulatory relationships, that
it will continue with its debt reduction program as scheduled and that it
will maintain a disciplined approach to its recently re-established
dividend policy.
Ratings assigned:
-- CMS Energy Corporation -- secured revolving credit
facility, Baa3
-- Consumers Energy Corporation -- secured revolving credit
facility, Baa1
Ratings withdrawn:
-- CMS Energy Corporation;
-- Corporate Family Rating;
-- Probability of Default Rating;
-- Speculative Grade Liquidity Rating.
Ratings upgraded/assessments withdrawn:
* CMS Energy Corporation
-- Senior unsecured notes upgraded to Ba1 from Ba3;
-- Preferred stock upgraded to Ba2 from Ba3 Shelf
registration for the issuance of senior; and
-- subordinate debt securities and preferred stock upgraded
to (P) Ba1, (P) Ba2 and (P) Ba2 from (P) Ba3, (P) Ba3, and
(P) Ba3 respectively.
* CMS Energy Trust I
-- Preferred stock and preferred stock shelf upgraded to Ba2
and (P) Ba2 from Ba3 and (P) Ba3.
* CMS Energy Trust IV and V
-- Preferred stock shelf upgraded to (P) Ba2 from (P) Ba3.
* Consumers Energy Corporation
-- Senior secured debt upgraded to Baa1 from Baa2;
-- Preferred stock upgraded to Baa3 from Ba2;
-- Shelf registration for the issuance of senior secured,
unsecured and subordinate debt securities upgraded to
(P) Baa1, (P) Baa2 and (P) Baa3 from (P) Baa2, (P) Ba1 and
(P) Ba2 respectively.
* Consumers Energy Company Financing V and VI
-- Preferred stock shelf upgraded to (P) Baa3 from (P) Ba2.
Based in Jackson, Michigan, CMS Energy Corporation is a diversified energy
holding company. Through its regulated utility subsidiary, Consumers
Energy Company, the company provides natural gas and electricity to almost
6.5 million of the nearly 10 million residents in all 68 of Michigan's
Lower Peninsula counties.
DELPHI CORP: Court Approves US$10.5 Million Umicore Settlement
------------------------------------------------------------
The U.S. Bankruptcy Court for the Southern District of New York gave its
stamp of approval to the settlement agreement entered into by Delphi Corp.
and its debtor-affiliates with Umicore Autocat Canada Corp.
As reported in the Troubled Company Reporter on May 25, 2007, in October
2005, Umicore submitted a demand to the Debtors
asserting a reclamation claim for US$2,742,819.
In July 2006, Umicore filed Claim No. 12924 against Delphi
Automotive Systems, LLC, asserting a US$10,671,101 unsecured non-priority
claim and an unliquidated unsecured priority claim for goods and services
delivered to DAS.
Upon review of their books and records and the supporting
documentation provided by Umicore, the Debtors have determined
that they only owe Umicore US$10,558,893.
After arm's-length bargaining, the Parties arrived at a
settlement agreement that provides for the full resolution of
Umicore's Claims.
Under the Settlement Agreement, the Debtors agree to allow Claim
No. 12924 as a prepetition general unsecured non-priority claim
for US$10,558,893, without further defense, set-off or reduction. For its
part, Umicore agrees to withdraw its Reclamation Demand with prejudice.
The Settlement Agreement will avoid costly litigation of
Umicore's Claims, John Wm. Butler, Jr., Esq., at Skadden, Arps,
Slate, Meagher & Flom LLP, in Chicago, Illinois, tells the Court.
The Debtors aver that the Settlement Agreement is in the best
interest of their estates and their creditors.
About Delphi Corporation
Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of vehicle
electronics, transportation components, integrated systems and modules,
and other electronic technology. The company's technology and products
are present in more than 75 million vehicles on the road worldwide.
Delphi has regional headquarters in Japan, Brazil and France.
The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors. As of
Mar. 31, 2007, the Debtors' balance sheet showed US$11,446,000,000 in
total assets and US$23,851,000,000 in total debts. The Debtors' exclusive
plan-filing period expires on July 31, 2007. (Delphi Corporation
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
DELPHI CORP: Wants to Further Employ Ernst & Young as Auditors
--------------------------------------------------------------
Delphi Corp. and its debtor-affiliates ask the United States Bankruptcy
Court for the Southern District of New York for authority to employ Ernst
& Young LLP as their independent auditors and accounting advisors nunc pro
tunc to March 1, 2007, to:
(a) perform an audit of their consolidated financial
statements and internal control over financial reporting
for the year ending Dec. 31, 2007; and
(b) provide them with accounting and auditing advisory and
research services in connection with various accounting
matters.
Previous Request to Employ
As previously reported, the Debtors obtained the Court's
permission to hire Ernst & Young LLP as their independent
auditors, accountants, and tax advisors effective nunc pro tunc
to Jan. 1, 2006.
Since that time, Ernst & Young has performed an audit of the
Debtors' financial statements and internal control over financial
reporting for the year ending Dec. 31, 2006, John D. Sheehan, Delphi
Corp.'s vice president and chief restructuring officer, informs the Court.
Fees
All services to be provided by Ernst & Young will be screened by
Delphi's audit committee to ensure that Ernst & Young complies
with the independence standards of applicable rules and
regulations, Mr. Sheehan relates.
The Debtors will pay Ernst & Young an estimated US$7.2 million domestic
fee, plus expenses, for audit services. For additional
accounting advisory services, the Debtors will pay Ernst & Young
in accordance with the firm's hourly rates:
Professional Hourly Rate
------------ -----------
Partner US$550 - US$800
Senior Manager US$425 - US$675
Manager US$330 - US$515
Senior US$250 - US$415
Staff US$135 - US$220
Client Service Associate US$75 - US$140
In accordance its engagement letter with the Debtors, Ernst &
Young may subcontract a portion of its responsibilities to its
affiliates without the Debtors' prior written approval. E&Y
will, however, remain fully and solely responsible for all of its
liabilities and obligations under the Engagement Letter,
regardless of who performs the duties.
Ernst & Young is well-qualified and well-experienced to serve as
the Debtors' independent auditors and accountants, Mr. Sheehan
tells the Court. E&Y, he points out, is very familiar with the
Debtors' accounting, financial control and reporting, and other
financial processes.
The Debtors aver that Ernst & Young's fees are fair and
reasonable in light of industry practice, market rates both
inside and outside of Chapter 11 cases, E&Y's experience in
reorganizations, and the firm's importance to the bankruptcy
cases.
Kevin F. Asher, a partner at Ernst & Young LLP, assures the Court that
Ernst & Young is "disinterested" as that term is defined in Section
101(14) of the Bankruptcy Code, and is eligible to be retained under
Section 327(a) of the Bankruptcy Code.
About Delphi Corporation
Troy, Mich.-based Delphi Corporation (OTC: DPHIQ) --
http://www.delphi.com/-- is the single largest global supplier of vehicle
electronics, transportation components, integrated systems and modules,
and other electronic technology. The company's technology and products
are present in more than 75 million vehicles on the road worldwide.
Delphi has regional headquarters in Japan, Brazil and France.
The company filed for chapter 11 protection on Oct. 8, 2005
(Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr.,
Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden,
Arps, Slate, Meagher & Flom LLP, represent the Debtors in their
restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A.
Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP,
represents the Official Committee of Unsecured Creditors. As of
Mar. 31, 2007, the Debtors' balance sheet showed US$11,446,000,000 in
total assets and US$23,851,000,000 in total debts. The Debtors' exclusive
plan-filing period expires on July 31, 2007. (Delphi Corporation
Bankruptcy News, Issue No. 71; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
GERDAU SA: Will Supply 25% of Iron Ore Needs at Acominas Mill
-------------------------------------------------------------
Gerdau SA will supply 25% of its own iron ore needs at Acominas, its
largest mill in Minas Gerais, by year-end, Business News Americas reports,
citing local brokerage Fator.
BNamericas relates that Gerdau currently produces 10% of Acominas' iron ore.
Fator said that Acominas is on track to start up in the second half of
this year BNamericas relates.
Gerdau told BNamericas that it expects its second quarter financial
performance to be better than that of the first quarter due to stronger
demand and a readjustment in steel prices on the domestic and foreign
markets.
Gerdau maintains guidance of up to 10% growth for internal sales this
year, BNamericas notes, citing Fator.
Headquartered in Porto Alegre, Brazil, Gerdau SA --
http://www.gerdau.com.br/-- produces and distributes crude
steel and related long rolled products, drawn products, and long
specialty products. In addition to Brazil, Gerdau operates in
Argentina, Canada, Chile, Colombia, Uruguay and the United
States.
* * *
As reported in the Troubled Company Reporter on Jan. 19, 2007,
Standard & Poor's Ratings Services placed its ratings, including
its 'BB' corporate credit rating, on Tampa, Fla.-based Gerdau
Ameristeel Corp. on CreditWatch with positive implications.
HEXION SPECIALTY: S&P Revises Recovery Ratings on 2nd-Lien Notes
----------------------------------------------------------------
Standard & Poor's Ratings Services revised certain issue and recovery
ratings for Hexion Specialty Chemicals Inc.'s senior secured debt to
reflect the recently announced changes to Standard & Poor's recovery
scale, and some changes to Hexion's senior secured debt. The financing
consists of about US$2.5 billion senior secured first-lien bank facilities
(including proposed add-ons to its term loan and synthetic letter of
credit of US$200 million and US$10 million, respectively, that are
expected to be funded in mid-June 2007) and US$825 million senior secured
second-lien notes.
S&P raised the issue ratings on the first-lien facilities to 'B+' from
'B', with unchanged recovery ratings of '2', indicating its expectation of
a substantial recovery (70%-90%) in the event of a payment default. The
issue ratings on the second-lien notes were raised to 'B' from 'B-' and
the recovery rating was revised to '4' from '3', indicating expectations
for an average recovery (30%-50%) in the event of a default.
The change in the recovery rating for the second-lien notes is primarily
the result of the inclusion of pre-petition interest in our recovery
calculation and the increase in the size of the first-lien facilities.
The likelihood of default for these issues has not changed and is
reflected in Hexion's corporate credit rating of B/Stable/--. However,
with the introduction of our new issue rating and notching framework, the
secured issue ratings on the first-lien bank credit facilities and the
second-lien notes have been raised by one notch.
"The ratings on Hexion reflect a highly leveraged financial profile, a
very aggressive financial policy, and a weak business risk profile as a
global manufacturer and marketer of thermoset resins," said Standard &
Poor's credit analyst Paul Kurias.
Hexion Specialty Chemicals Inc.
Corporate credit rating B/Stable/--
Senior secured first-lien bank credit facilities B+
Recovery rating 2
Second-lien notes due 2014 B
Recovery rating 4
The company has its Asian headquarters in Singapore, with offices in
Australia, China, Korea, Malaysia, New Zealand, Taiwan, and Thailand. In
Latin America, the company has operations in Argentina, Brazil and
Colombia.
OSI RESTAURANT: Moody's Cuts Rating to B1 on Three Bank Loans
-------------------------------------------------------------
Moody's Investors Service affirmed the B2 corporate family rating of OSI
Restaurant Partners, Inc. in addition to other rating actions as:
Ratings affirmed are:
-- B2 corporate family rating;
-- B2 probability of default rating;
-- US$550 million senior unsecured notes maturing in 2015
rated Caa1 (LGD5, 85%);
-- SGL-2 Speculative Grade Liquidity rating.
Ratings lowered are:
-- US$150 million working capital revolver maturing in 2013,
lowered to B1 (LGD-3, 33%) from Ba3 (LGD3, 28%)
-- US$100 million pre-funded revolver maturing in 2013,
lowered to B1 (LGD-3, 33%) from Ba3 (LGD3, 28%)
-- US$1.310 billion term loan B maturing in 2014, lowered to
B1 (LGD-3, 33%) from Ba3 (LGD3, 28%)
-- The outlook is stable
The B2 corporate family rating reflects OSI's high financial leverage,
modest coverage, and marginal free cash flow generation, as well as the
highly competitive environment within the casual dining segment of the
restaurant industry, which will likely persist over the intermediate term.
Moody's believes the operating environment in the casual dining space
will remain challenging as consumers continue to focus on greater value in
regards to food prepared away from home. However, the ratings
also incorporate OSI's significant scale and scope, the benefits of a
diversified revenue stream stemming from the various concepts and good
liquidity.
The lowering of the senior secured bank loan ratings was prompted by the
change in OSI's liability structure as a result of an increase in total
secured debt of approximately US$230 million, due to the re-allocation of
approximately US$150 million of unsecured debt to secured debt, in
addition to US$80 million of additional secured debt required to fund the
transaction.
The stable outlook anticipates that while the operating environment will
remain challenging, OSI's strategic initiatives and targeted cost savings
should help to improve debt protection metrics and overall financial
flexibility over time. The stable outlook also indicates good liquidity
and reflects Moody's expectation that OSI's internally generated cash flow
and cash balances will be sufficient in funding capital expenditures,
mandatory term loan B amortization, working capital fluctuations
and other internal investments over the next twelve months.
Proceeds from the proposed transaction together with a commercial mortgage
backed transaction and contributed equity will fund the acquisition of OSI
by two private equity sponsors, Bain Capital Partners and Catterton
Partners, along with other sponsors that include OSI's founders and
members of the current management team.
As is customary, all of Moody's assigned ratings are subject to review of
final documentation.
OSI Restaurant Partners, Inc.’s portfolio of brands consists of
OutbackSteakhouse, Carrabba’s Italian Grill, Bonefish Grill, Fleming’s
PrimeSteakhouse & Wine Bar, Roy’s, Lee Roy Selmon’s, Blue Coral Seafood
&Spirits and Cheeseburger in Paradise restaurants. It has operations in
50 states and 20 countries, including Thailand, Brazil and the United
Kingdom, internationally. Revenues for fiscal 2006 totaled US$3.9
billion.
SANMINA-SCI: Fitch Rates Proposed US$600MM Senior Notes at BB+
--------------------------------------------------------------
Fitch has assigned a 'BB+/RR1' rating to Sanmina-SCI Corporation's
(Nasdaq: SANM) proposed US$600 million offering of senior unsecured
floating rate notes. The two-tranche debt offering consists of US$300
million of notes due 2010 and US$300 million due 2014. Proceeds from the
offering and cash on hand will be utilized to repay an existing US$600
million senior unsecured term loan and to fund related fees and expenses.
The Rating Outlook is Negative.
Fitch currently rates Sanmina as:
-- Issuer Default Rating at 'B+';
-- Senior secured credit facility at 'BB+/RR1'.
-- Senior unsecured notes at 'BB+/RR1';
-- Senior subordinated debt at 'B/RR5'.
The ratings and Negative Outlook reflect Sanmina's:
-- Weak operating trends, including a nearly 3% decline in
revenue for the latest 12 months ended March 31, 2007
relative to the year-ago period;
-- Pressured operating EBIT margin of only 1.7% for the LTM
ended March 31, 2007;
-- Cash conversion cycle of 45 days in the quarter ended
March 31, 2007, among the highest of Fitch-rated
electronic
-- manufacturing services companies; and
-- Significantly leveraged balance sheet relative to its
tier 1 competitors, resulting in the highest leverage
ratio (total adjusted debt to operating EBITDA) of the
group at 6.6 times.
Fitch expects a difficult competitive environment within the EMS industry
in 2007 driven by continued pricing pressure from Asian EMS and original
design manufacturing vendors as well as a continued trend by original
equipment manufacturers to consolidate EMS vendors, both of which could
hamper efforts to improve the operating performance at Sanmina. The
company is currently evaluating its strategy and position within the
market and recently announced a shift in its ODM business to a joint
design manufacturing model. In addition, Sanmina is considering various
strategic alternatives for its low margin personal computing, low-end
server and storage businesses. Actions that could potentially stabilize
Sanmina's ratings include a divestiture of lower margin businesses to
improve overall operating performance and/or the use of proceeds from
asset divestitures to pay down debt.
The Recovery Ratings and notching reflect Fitch's recovery expectations
under a distressed scenario, as well as Fitch's expectation that the
enterprise value of Sanmina, and hence recovery rates for its creditors,
will be maximized in liquidation rather than in a going concern enterprise
value scenario. In estimating Sanmina's liquidation value under a
distressed scenario, Fitch applied advanced rates of 80%, 20%, and 10% to
Sanmina's current balance of accounts receivable, inventory, and property,
plant and equipment, respectively. That leads to a distressed enterprise
value estimate of approximately US$1.3 billion, providing the basis for a
waterfall analysis to determine recovery ratings. The current 'RR1'
recovery rating for Sanmina's secured credit facility and unsecured notes
reflects Fitch's belief that 100% recovery is realistic. As is standard
with Fitch's recovery analysis, the revolver is fully drawn and cash
balances fully depleted to reflect a stress event. The current 'RR5'
Recovery Rating for the senior subordinated debt reflects Fitch's estimate
that a recovery of only 10%-30% would be achievable.
As of March 31, 2007, Fitch believes liquidity was adequate and supported
by US$664 million in cash and equivalents; US$500 million senior secured
revolving credit facility due Dec. 2008, of which approximately US$400
million remains available; and various receivables sales facilities
totaling approximately US$400 million, of which approximately US$80
million remains available. While Fitch estimates Sanmina's free cash flow
for the LTM ended March 31, 2007, was negative US$406 million, largely due
to increases in working capital driven by higher cash conversion cycle
days. Fitch expects working capital trends to moderate, which should
enable Sanmina to produce positive free cash flow in fiscal 2007. Pro
forma for the debt offering and repayment of the US$600 million term loan,
Fitch estimates total debt was US$1.7 billion, consisting of US$100
million drawn against a US$500 million senior secured revolving credit
agreement; US$300 million of senior unsecured FRN due 2010; US$300 million
of senior unsecured FRN due 2014; US$400 million of 6.75% senior
subordinated notes due 2013; and US$600 million of 8.125% senior
subordinated notes due 2016.
Headquartered in San Jose, California, Sanmina-SCI Corporation
(NasdaqGS: SANM) -- http://www.sanmina-sci.com/-- is a
Electronics Manufacturing Services (EMS) provider focused on
delivering complete end-to-end manufacturing solutions to
technology companies around the world. Service offerings
include product design and engineering, test solutions,
manufacturing, logistics and post-manufacturing repair/warranty
services. The company operates in Brazil, Mexico, Finland,
Hungary, among others.
TOWER AUTOMOTIVE: Inks Asset Purchase Pact with TA Acquisition
--------------------------------------------------------------
Tower Automotive Inc. and its debtor-affiliates told the United
States Bankruptcy Court for the Southern District of New York that after
prolonged arm's-length negotiations, it executed an asset purchase
agreement on May 1, 2007, with TA Acquisition Company, LLC, an affiliate
of Cerberus Capital Management L.P., subject to higher and better offers
at the June 25, 2007 auction.
As previously reported, the Debtors agreed in principle to sell
substantially all of their assets to Cerberus Capital for roughly US$1
billion subject to higher and better offers, Anup Sathy, Esq., at Kirkland
& Ellis LLP, in Chicago, Illinois, relates.
The salient terms of the APA are:
Seller: Tower Automotive, Inc. and it debtor-affiliate
signatories
Purchaser: TA Acquisition Company, LLC
Acquired
Assets: (a) all property and assets of the Seller
including, but not limited to all property;
all assets; all cash and cash equivalents; all
accounts and intercompany receivables; and all
claims against Foreign Entities;
(b) to the extent they relate to any Acquired
Asset, Assumed Contract, Assumed Liability or
any claim or allegation that TA Acquisition is
liable or responsible for a Liability of the
Debtors, whether or not TA Acquisition has
assumed the Liability -- claims, credits,
security or other deposits, including
recoverable deposits, prepayments, prepaid
assets, prepaid expenses, prepaid rent,
deferred charges, refunds or claims for
refunds, causes of action, defenses, counter-
claims, cross- claims, third party claims,
rights of recovery, rights of set-off and
rights of recoupment, insurance proceeds and
all rights under historical or current
insurance policies of any member of the Tower
Group, and, in each case, security interests,
as applicable, as of the Closing Date;
(c) all the assets reflected on the Debtors'
Balance Sheet provided the assets have not
been disposed of by the Tower Group in the
ordinary course of business or pursuant to a
Court ruling after the Balance Sheet Date; and
(d) all trusts, insurance contracts, accounts and
funding arrangements relating to any Assumed
Plans.
Excluded Assets:
(a) All rights of any seller pursuant to the APA
and the Ancillary Agreements;
(b) The Chapter 5 Claims set forth in the APA, and
claims in respect of Excluded Assets and
claims directly related to Excluded
Liabilities which are not Liabilities to
customers, suppliers or other business
relations with whom TA Acquisition does
business after the Closing and which are
identified to TA Acquisition in advance of any
action being taken to collect on the claims
and as to which TA Acquisition does not object
to the claim being asserted in its reasonable
discretion;
(c) Any asset or contract which TA Acquisition
identifies in writing to the Debtors before
June 22, 2007, provided that the exclusion of
any asset or contract will not reduce or
otherwise affect the amount of the Purchase
Price;
(d) Any non-material asset or contract which TA
Acquisition identifies in writing to the
Debtors from June 23, 2007, until at least 10
business days before the Closing. For
avoidance of doubt, the exclusion of any asset
or contract will not reduce or otherwise
affect the amount of the Purchase Price;
(e) Any equity interests in any of the Debtors;
(f) Any Foreign Entity identified on the APA or as
determined by TA Acquisition;
(g) The assets identified on the APA; and
(h) All beneficial tax attributes to the extent
not transferable by applicable law and the
Debtors' U.S. federal net operating loss
carry-forwards.
Assumed
Contracts: The Debtors' Collective Bargaining Agreements
identified on the APA, the Change in Control
Agreements, the KERP Agreements and any other
contract set forth in the APA.
Assumed
Liabilities:
* All Working Capital Obligations;
* All benefit obligations pursuant to the
Consolidated Pension Plan and the other Assumed
Plans;
* All contingent Liabilities payable pursuant to
the terms of the Change in Control Agreements;
* The KERP Liability;
* All Liabilities pursuant to Assumed Contracts
arising after the Closing. For avoidance of
doubt, the obligations will not include any
amounts necessary to satisfy the Cure Amounts
pursuant to Section 365 of the Bankruptcy Code
in connection with the assignment and assumption
of the Assumed Contracts;
* All statutory environmental Liabilities which
(1) arise under Environmental Laws, (2) are
associated with real property acquired by TA
Acquisition or its affiliates, (3) are enforced
by a Governmental Entity, and (4) are not
"claims" as defined in Section 101(5) of the
Bankruptcy Code;
* The current balance due with respect to the
Marsh Financing, provided all benefits of the
insurance policies are received by or are
available to TAC Acquisition, as contemplated in
the definition of Acquired Assets;
* If no amount is paid by TA Acquisition for the
IRB Payment pursuant to the APA, all the
Debtors' Liabilities pursuant to the Industrial
Revenue Bonds; and
* The Retiree Benefit Settlements, prepetition and
postpetition worker compensation claims, and the
Assumed Liabilities will not include any amounts
included in the categories constituting Capped
Payments.
Purchase
Price: The sum of the DIP Payment, Second Lien Payment,
the IRB Payment, the Unsecureds Claim Payment,
Unsecureds Funds Payment, the Allowed Secured
Claims Payment, the Allowed Administrative Claims
Payment, the Allowed Priority Claims Payment, the
Cure Amounts Payment, the Indemnification Payment,
the Tail Payment and the Escrow Fee Payment.
Deposit: TA Acquisition deposited with the Escrow Agent,
pursuant to the terms of the Escrow Agreement,
US$25,000,000 by wire transfer of immediately
available funds, which deposit will be held and
released in accordance with the provisions of the
Escrow Agreement and the other provisions
contained in the APA. Provided that the
transactions contemplated in the APA are
consummated, the Deposit will be paid to the DIP
Lenders at the Closing as more fully set forth in
the APA.
Closing: The consummation of the transactions contemplated
by the APA will take place at the Closing to be
held at the offices of Kirkland & Ellis LLP, 153
East 53rd Street, in New York, at 9:00 a.m.,
E.S.T., on July 31, 2007, or if mutually agreed
upon in writing by the Debtors and TA Acquisition
the second business day after, but not including,
the date on which the last of the conditions set
forth in the APA are satisfied or waived, other
than those conditions that by their nature are to
be satisfied at the Closing.
Mr. Sathy further notes that the APA contains items, which may be
considered Extraordinary Provisions under the Guidelines for the Conduct
of Asset Sales:
-- The proposed form of the Court ruling contains certain
findings with respect to the Acquired Assets being free of
successor liability. TAC Acquisition has requested the
findings as part of its offer for the Acquired Assets;
-- The proposed form of the Court ruling requests a waiver
from any stamp taxes and other applicable transfer taxes in
connection with the sale and transfer of the Acquired
Assets; and
-- The proposed form of the Court ruling contains a waiver of
the stays imposed by Rules 6004(g) and 6006(d) of the
Federal Rules of Bankruptcy Procedure.
Against this backdrop, the Debtors ask the Court to:
(a) approve the APA between the Debtors and TA Acquisition,
or other forms of purchase agreements between the Debtors
and the Successful Bidder, as defined in the Marketing
Protocol Order;
(b) authorize the closing of the sale of the Acquired Assets
to TA Acquisition, or the Successful Bidder, free and
clear of all claims and interests, other than permitted
encumbrances and assumed liabilities; and
(c) authorize their assumption of the Assumed Contracts, and
the assignment of the Assumed Contracts to TA Acquisition
or the Successful Bidder.
According to Mr. Sathy, contemporaneously with the filing of the
request, the Debtors have sought approval of cure and notice
procedures for the assumption and assignment of executory
contracts and unexpired leases. The Cure Procedures Motion
proposes a process by which the Debtors can establish the cure
amounts for the Assumed Contracts, and otherwise comply with the
requirements of Section 365 of the Bankruptcy Code.
A preliminary list of the Assumed Contracts with projected cure
amounts is available for free at:
http://bankrupt.com/misc/Tower63Assumed
The list remains subject to further review by the Debtors and TA
Acquisition, and may be amended to add or remove certain Assumed
Contracts, Mr. Sathy tells the Court.
The sale and transfer of the Acquired Assets and Assumed
Contracts is necessary to the confirmation and the consummation
of the Debtors' Chapter 11 Plan, Mr. Sathy asserts. The value to be
realized from the sale of the Acquired Assets is the
centerpiece of the Debtors' strategy to emerge from Chapter 11.
Unless objections to the request are received no later than 4:00
p.m. (EDT) on July 6, 2007, the Court may grant the request
without hearing.
A full-text copy of the executed version of the APA between the
Debtors and TA Acquisition is available for free at:
http://bankrupt.com/misc/Tower63AssetPurchaseAgreement.pdf
About Tower Automotive
Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components. The company has operations in Korea, Spain and
Brazil.
The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts. Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors. When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.
On May 1, 2007, the Debtors filed their Chapter 11 Plan of reorganization
and Disclosure Statement explaining that plan. On June 4, 2007, the
Debtors submitted an Amended Plan and Disclosure Statement. The Court
approved the adequacy if the Amended Disclosure Statement on June 5, 2007.
The hearing to consider confirmation of the Debtors' Amended Plan is set
for July 11, 2007. (Tower Automotive Bankruptcy News, Issue No. 63;
Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)
TOWER AUTOMOTIVE: Lexington Wants Adequate Assurance on Lease
-------------------------------------------------------------
Lexington Lion Plymouth LP tells the U.S. Bankruptcy Court for the
Southern District of New York that it leases to Tower Automotive, Inc. the
premises located at 43955 Plymouth Oaks Boulevard in Plymouth, Michigan,
one of the assets to be transferred to TA Acquisitions Company, LLC.
Harvey A. Strickson, Esq., at Paul, Hastings, Janofsky, & Walker
LLP, in New York, contends that before the Court may approve the
assignment of the lease, TAPC must assume it and "provide
adequate assurance of future performance by the assignee to
Lexington." To date, Lexington has not been provided with any
financial statement despite having made a request to the Debtors' counsel,
Mr. Strickson says.
About Tower Automotive
Headquartered in Grand Rapids, Michigan, Tower Automotive Inc.
-- http://www.towerautomotive.com/-- is a global designer and
producer of vehicle structural components and assemblies used by
every major automotive original equipment manufacturer,
including BMW, DaimlerChrysler, Fiat, Ford, GM, Honda,
Hyundai/Kia, Nissan, Toyota, Volkswagen and Volvo. Products
include body structures and assemblies, lower vehicle frames and
structures, chassis modules and systems, and suspension
components. The company has operations in Korea, Spain and
Brazil.
The company and 25 of its debtor-affiliates filed voluntary
chapter 11 petitions on Feb. 2, 2005 (Bankr. S.D.N.Y. Case No.
05-10576 through 05-10601). James H.M. Sprayregen, Esq., Ryan
B. Bennett, Esq., Anup Sathy, Esq., Jason D. Horwitz, Esq., and
Ross M. Kwasteniet, Esq., at Kirkland & Ellis, LLP, represent
the Debtors in their restructuring efforts. Ira S. Dizengoff,
Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the
Official Committee of Unsecured Creditors. When the Debtors
filed for protection from their creditors, they listed
US$787,948,000 in total assets and US$1,306,949,000 in total
debts.
On May 1, 2007, the Debtors filed their Chapter 11 Plan of reorganization
and Disclosure Statement explaining that plan. On June 4, 2007, the
Debtors submitted an Amended Plan and Disclosure Statement. The Court
approved the adequacy if the Amended Disclosure Statement on June 5, 2007.
The hearing to consider confirmation of the Debtors' Amended Plan is set
for July 11, 2007. (Tower Automotive Bankruptcy News, Issue No. 64;
Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or
215/945-7000)
===========================
C A Y M A N I S L A N D S
===========================
INVESTCORP HARBORSIDE: Final Shareholders Meeting Is on Aug. 20
---------------------------------------------------------------
Investcorp Harborside Investing Ltd. will hold its final shareholders
meeting on Aug. 20, 2007, at 4:15 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
INVESTCORP HARBORSIDE ISLAMIC: Final Meeting Is on Aug. 20
----------------------------------------------------------
Investcorp Harborside Islamic Financing Ltd. will hold its final
shareholders meeting on Aug. 20, 2007, at 4:30 p.m., at the office of the
company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW CARE: Will Hold Final Shareholders Meeting on Aug. 20
---------------------------------------------------------
New Care Equity Ltd. will hold its final shareholders meeting
on Aug. 20, 2007, at 1:30 a.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW EQUITY: Sets Final Shareholders Meeting for Aug. 20
-------------------------------------------------------
New Equity HRA Ltd. will hold its final shareholders meeting
on Aug. 20, 2007, at 2:30 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW EQUITY HRB: Holding Final Shareholders Meeting on Aug. 20
-------------------------------------------------------------
New Equity HRB Ltd. will hold its final shareholders meeting
on Aug. 20, 2007, at 3:00 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW HARBORSIDE: Will Hold Final Shareholders Meeting on Aug. 20
---------------------------------------------------------------
New Harborside IIP Ltd. will hold its final shareholders meeting
on Aug. 20, 2007, at 2:00 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW HARBORSIDE INVESTORS: Final Shareholders Meeting Is Aug. 20
---------------------------------------------------------------
New Harborside Investors Ltd. will hold its final shareholders meeting on
Aug. 20, 2007, at 3:30 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
NEW HARBORSIDE INVESTORS II: Final Meeting Is on Aug. 20
--------------------------------------------------------
New Harborside Investors II Ltd. will hold its final shareholders meeting
on Aug. 20, 2007, at 4:00 p.m., at the office of the company.
These agendas will be taken during the meeting:
1) accounting of the liquidation process showing how the
winding up has been conducted during the preceding year,
and
2) authorizing the liquidator to retain the records
of the company for a period of three years from
the dissolution of the company, after which they
may be destroyed.
A member entitled to attend and vote at the meeting will be
allowed to appoint a proxy, who need not be a member, in his
stead.
The liquidator can be reached at:
Westport Services Ltd.
Attention: Bonnie Willkom
P.O. Box 1111
Grand Cayman KY1-1102
Cayman Islands
Telephone: (345)-949-5122
Fax: (345)-949-7920
=========
C H I L E
=========
SERVICEMASTER CO: S&P Lowers Corporate Credit Rating to B
---------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating on
The ServiceMaster Co. to 'B' from 'BB+'. At the same time, Standard &
Poor's lowered its rating on ServiceMaster's existing senior unsecured
debt to 'CCC+' from 'BB+', reflecting its junior position relative to the
firm's new secured debt. All ratings were removed from CreditWatch, where
they were originally placed with negative implications on Nov. 28, 2006,
following the company's board of directors' decision to explore strategic
alternatives to maximize shareholder value. The rating outlook is
negative.
At the same time, Standard & Poor's assigned its loan and recovery ratings
to ServiceMaster's proposed US$3.35 billion senior secured credit
facilities, consisting of a US$500 million revolver, a US$2.65 billion
term loan, and a US$200 million synthetic letter of credit facility. The
facilities were rated 'B+' with a recovery rating of '2', indicating the
expectation for substantial (70%-90%) recovery in the event of a payment
default. These ratings are based on preliminary documentation and are
subject to revision upon receipt and review of final documentation.
The ratings on ServiceMaster reflect its very highly leveraged financial
profile following its pending acquisition by an investment group led by
Clayton, Dubilier & Rice Inc. for about $5.6 billion, which will result in
pro forma total debt to EBITDA exceeding 9x at closing and significant
cash flow requirements to fund interest. Ratings support is provided by
ServiceMaster's good business positions in its fragmented and competitive
end markets, which have translated into good cash flow generation from a
fairly diverse portfolio of services, despite some exposure to weather
conditions in two of three of its key businesses.
"We expect operating performance to gradually improve over the next few
years through continued improvement in retention rates, productivity
savings from functional support areas resulting from completing the
company's restructuring project, and cost savings from consolidating its
Memphis headquarters," said Standard & Poor's credit analyst Jean Stout.
"Nevertheless, leverage is very high following the buyout."
ServiceMaster Co. -- http://www.servicemaster.com/-- (NYSE:SVM) currently
serves residential and commercial customers through a network of over
5,500 company-owned locations and franchised licenses. The company's
brands include TruGreen, TruGreen LandCare, Terminix, American Home
Shield, InStar Services Group, ServiceMaster Clean, Merry Maids, Furniture
Medic, and AmeriSpec. The core services of the company include lawn care
and landscape maintenance, termite and pest control, home warranties,
disaster response and reconstruction, cleaning and disaster restoration,
house cleaning, furniture repair, and home inspection. The company has
operations in Australia, Chile, China, Dominican Republic, Hong Kong,
Indonesia, Japan, and the United Kingdom, among others.
===============
C O L O M B I A
===============
ARMOR HOLDINGS: Bags US$112-Million Contract from U.S. Army
-----------------------------------------------------------
Armor Holdings Inc. has received a new contract award for US$112 million
to provide the Improved Outer Tactical Vest to the U.S. Army. The company
stated that this new generation of vest was selected by the Army from
competing designs and will become the standard for the integrated body
armor ensemble. Work will be performed in 2007 and 2008 by the Armor
Holdings Aerospace and Defense Group at its facilities located in
Tennessee and Pennsylvania.
Robert Schiller, President of Armor Holdings, Inc., said, "We are
extremely proud that the Armor Holdings design was selected by the U.S.
Army as the standard for the Improved Outer Tactical Vest. The company
responded to the U.S. Army's effort to field test an ensemble that
provides greater user comfort, more sizes and greater range of adjustment,
enhanced ballistic coverage area, reduced weight, and an emergency
quick-release system. Most significantly, this contract enables Armor
Holdings to begin immediately to field vests required to outfit our
Soldiers deployed in Iraq and Afghanistan, and we expect to participate in
replacing all current systems in use today."
Headquartered in Jacksonville, Florida, Armor Holdings, Inc.
(NYSE: AH) -- http://www.armorholdings.com/-- manufactures and
distributes security products and vehicle armor systems for the
law enforcement, military, homeland security, and commercial
markets. The company's mobile security division is located in
Mexico, Venezuela, Colombia and Brazil.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 10, 2007, Moody's Investors Service placed its Ba3 Corporate
Family Rating of Armor Holdings Inc. on review for possible
upgrade. The review was prompted by the announcement that it
has entered into a definitive merger agreement to be acquired by
BAE Systems, Inc., a wholly owned subsidiary of BAE Systems plc
(long term rating Baa2, short term rating, Prime-2) for total
consideration of US$4.5 billion.
===================================
D O M I N I C A N R E P U B L I C
===================================
AES CORP: Dominican Unit Receives 135,000 Cubic Meters of NatGas
----------------------------------------------------------------
AES Andres, The AES Corporation's unit in the Dominican Republic, has
received 135,000 cubic meters of natural gas from Nigeria, DR1 Newsletter
reports.
According to DR1, the natural gas was carried by the Blue Sky ship from
Nigeria. The supply ensures the Dominican Republic's energy supply for
the next 60 days.
Blue Sky is the largest ship that has ever been into the AES Andres docks
and the fifth ship to make a stop at the terminal and the 22nd since AES
Andres launched operations at Boca Chica, DR1 states.
AES Corp. -- http://www.aes.com/-- is a global power company.
The company operates in South America, Europe, Africa, Asia and
the Caribbean countries. Generating 44,000 megawatts of
electricity through 124 power facilities, the company delivers
electricity through 15 distribution companies.
AES Corp.'s Latin America business group is comprised of
generation plants and electric utilities in Argentina, Brazil,
Chile, Colombia, Dominican Republic, El Salvador, Panama and
Venezuela. Fuels include biomass, diesel, coal, gas and
hydro. The group also pursues business development activities
in the region. AES has been in the region since May 1993, when
it acquired the CTSN power plant in Argentina.
* * *
In Oct. 20, 2006, Moody's Investors Service's downgraded its B1
Corporate Family Rating for AES Corporation in connection with
the implementation of its new Probability-of-Default and Loss-
given-default rating methodology. Additionally, Moody's revised
its probability-of-default ratings and assigned loss-given-
default ratings on the company's loans and bond debt obligations
including the B1 rating on its senior unsecured notes 7.75% due
2014, which was also given an LGD4 loss-given default rating,
suggesting noteholders will experience a 55% loss in the event
of a default.
=============
E C U A D O R
=============
PETROECUADOR: Production Exceeds 170,000 Barrels Per day
--------------------------------------------------------
Ecuadorean state-run oil company Petroecuador said in a statement that
production from fields run by the firm in recent days have exceeded an
average of 170,000 barrels per day.
According to Petroecuador's statement, the average output through April
2007 was 170,000 barrels per day. It declined to 166,874 barrels per day
in May 2007 due to attacks on oil infrastructure.
The lower production led to a loss of over US$6 million, excluding repair
work, Business News Americas reports.
Petroecuador, according to published reports, is faced with
cash-problems. The state-oil firm has no funds for maintenance,
has no funds to repair pumps in diesel, gasoline and natural gas
refineries, and has no capacity to pay suppliers and vendors.
The government refused to give the much-needed cash alleging
inefficiency and non-transparency in Petroecuador's dealings.
=================
G U A T E M A L A
=================
AFFILIATED COMPUTER: Suspends Cerberus-Deason Agreement
-------------------------------------------------------
Affiliated Computer Services, Inc., has reached an agreement with Darwin
Deason, the holder of approximately 42% of the company's outstanding
voting stock and Chairman of the Board of Directors, and Cerberus Capital
Management, L.P., to suspend the Exclusivity Agreement between Mr. Deason
and Cerberus so that the company, under the direction of a previously
appointed Special Committee of independent directors, can conduct a
process to consider the sale of the company that it considers to be in the
best interests of the company and its stockholders.
On March 20, 2007, the company received a proposal from Mr. Deason and
Cerberus to acquire all of the outstanding shares of the company's common
stock, other than certain shares and options held by Mr. Deason and
members of the company's management team that would be rolled into equity
securities of the acquiring entity, for US$59.25 per share in cash. Mr.
Deason and Cerberus subsequently increased the offer price to US$62.00 per
share in cash. In connection with their proposal, Mr. Deason and Cerberus
entered into an Exclusivity Agreement, dated March 20, 2007, pursuant to
which Mr. Deason agreed to work exclusively with Cerberus to negotiate an
acquisition of the company.
Pursuant to the terms of a Waiver Agreement, dated as of
June 10, 2007, between Mr. Deason, Cerberus and the Company, from June 16,
2007, through Aug. 9, 2007, the Special Committee and its financial
advisors, Lazard Freres & Co. LLC, will be soliciting indications of
interest in a transaction involving the company, permitting interested
parties, including Cerberus, to conduct due diligence, and having
discussions with such interested parties regarding potential transactions
involving the company, as well as considering all other strategic
alternatives available to the company.
Also during this period, Mr. Deason will be free to have discussions and
negotiations with parties other than Cerberus interested in a potential
transaction with the company. If the company enters into an agreement
with a party other than Cerberus on or prior to Aug. 19, 2007, the
Exclusivity Agreement terminates.
Under the terms of the Waiver Agreement, the Company will reimburse
Cerberus for up to US$7.5 million of documented out-of-pocket expenses
incurred by Cerberus in connection with its proposal. In addition, if the
company enters into a transaction with another party, the it will pay
Cerberus US$15 million upon consummation of that transaction if, at the
time the transaction is signed or closed, Cerberus has not withdrawn its
proposal to acquire the company, has not reduced its offer price below
US$62.00 per share or otherwise modified its proposal in a manner that is
materially adverse to the company, and is diligently pursuing an
acquisition of the company. Mr. Deason will pay Cerberus 40% (reduced
from 100% under the Exclusivity Agreement) of the positive difference
between the value of what Mr. Deason will receive in a transaction
consummated with another party and what Mr. Deason would have received
under the Cerberus proposal.
The Special Committee believes that the terms of the Waiver Agreement will
enable it to conduct a process for considering strategic alternatives
available to the company, including a potential sale of the company, that
it considers to be in the best interests of the company and its
stockholders. There is no assurance that the process undertaken by the
Special Committee will result in any transaction, including a transaction
with
Mr. Deason and Cerberus or any other parties.
The Special Committee encourages all parties interested in exploring a
potential transaction with the company to contact the Special Committee's
financial or legal advisors:
Lazard Freres & Co. LLC
Attn: Michael J. Biondi
Alex Stern
David Descoteaux
(212) 632-6000
Weil, Gotshal & Manges LLP
Attn: Thomas A. Roberts
Michael J. Aiello
(212) 310-8000
Affiliated Computer Services Inc. (NYSE: ACS)
-- http://www.acs-inc.com/-- provides business process
outsourcing and information technology solutions to world-
class commercial and government clients. The company has more
than 58,000 employees supporting client operations in nearly 100
countries. The company has global operations in Brazil, China,
Dominican Republic, India, Guatemala, Ireland, Philippines,
Poland, and Singapore.
* * *
As reported in the Troubled Company Reporter-Latin America on
April 3, 2007, Moody's Investors Service confirmed Affiliated
Computer Services' Ba2 corporate family rating and assigned a
stable rating outlook, following the company's conclusion of an
internal investigation into its options granting practices and
restoration to current U.S. Securities and Exchange Commission
financial reporting.
As reported in the Troubled Company Reporter on March 29, 2007,
Fitch Ratings placed Affiliated Computer Services Inc. on
Rating Watch Negative after the proposed offer from Darwin
Deason, founder and current chairman of ACS, and Cerberus
Capital Management L.P. to acquire the company in a leveraged
buyout transaction valued at $8.2 billion, including existing
debt.
Ratings affected were (i) Issuer Default Rating 'BB'; (ii)
Senior secured revolving credit facility at 'BB'; (iii) Senior
secured term loan at 'BB'; and (iv) Senior notes at 'BB-'.
=========
H A I T I
=========
ALCATEL-LUCENT: Inks Two-Year Broadband Agreement with Comcel
-------------------------------------------------------------
Mexican daily El Financiero reports that Alcatel-Lucent has signed a
two-year accord with Haitian operator Comcel to offer wireless broadband
in rural areas.
Business News Americas relates that the pact will allow coffee
cooperatives to trace the movement of their products using "RFID
transmitted over WiMax broadband technology." These products are "sold
under the fair trade label." Producers must make sure that the coffee is
distributed through a minimum number of intermediaries.
The agreement also includes the setting up of telecenters for services
related to health, education, ecotourism and e-government, BNamericas
states.
Headquartered in Paris, France, Alcatel-Lucent
-- http://www.alcatel-lucent.com/-- provides solutions that enable
service providers, enterprises and governments worldwide to deliver voice,
data and video communication services to end users. Alcatel-Lucent
maintains operations in 130 countries, including, Austria, Germany,
Hungary, Italy, Netherlands, Ireland, Canada, United States, Costa Rica,
Dominican Republic, El Salvador, Guatemala, Peru, Venezuela, Australia,
Indonesia, Brunei and Cambodia.
On Nov. 30, 2006, Alcatel and Lucent Technologies Inc. completed their
merger transaction, and began operations as a communication solutions
provider under the name Alcatel-Lucent on Dec. 1, 2006.
* * *
As reported on April 13, Fitch Ratings affirmed Alcatel-Lucent's ratings
at Issuer Default 'BB' with a Stable Outlook, senior unsecured 'BB' and
Short-term 'F2' and simultaneously withdrawn them.
As of Feb. 7, 2007, Moody's Investor Services puts a Ba2 rating on
Alcatel's Corporate Family and Senior Debt rating. Lucent carried Moody's
B1 Senior Debt rating and B2 Subordinated debt & trust preferred rating.
Alcatel-Lucent's Long-Term Corporate Credit rating and Senior
Unsecured Debt carried Standard & Poor's Ratings Services' BB
rating. Its Short-Term Corporate Credit rating stood at B.
=============
J A M A I C A
=============
AIR JAMAICA: Moody's Assigns B1 Rating on Senior Unsecured Notes
----------------------------------------------------------------
Moody's Investors Service assigned a rating of B1 to Air Jamaica
Limited's guaranteed senior unsecured notes. The rating is based on the
unconditional and irrevocable guarantee of the Government of Jamaica,
which has a foreign-currency bond rating of B1.
Jamaica's foreign currency bond rating reflects the country's mixed, free
market economy with state enterprises as well as private sector businesses
and the government's commitment to fiscal discipline and comparatively low
external government
debt ratios.
The Ba3 foreign currency country ceiling for bonds is based on the foreign
currency government bond rating of B1 and Moody's assessment of a medium
risk of a payments moratorium in the event of a government bond default.
The B1 rating assigned to Air Jamaica Limited reflects the application of
Moody's rating methodology for government-related issuers, 'The
Application of Joint Default Analysis to government-Related Issuers,'
published in April 2005. The Baseline Credit Assessment for Air Jamaica
Limited is 21 reflecting weak performance, a history of operating losses
and high leverage. The likelihood of government support is high
because of Air Jamaica's status as the national flag carrier and the
existence of approximately US$400 million of debt issued by Air Jamaica
that is guaranteed by the Government. The default dependency is high
because, while the government has a constitutional provision that
prioritizes the elimination of a budget deficit by mandating debt-service
payments as the first expenditure policy, if Air Jamaica is unable to make
timely payments of interest and principal the unsecured notes will become
the obligation of the Government of Jamaica and will be included as public
sector indebtedness which is subject to the provision of payment under the
Jamaican Constitution.
Although the current rating outlook for the Government of Jamaica is
stable, the company must contend with a number of credit challenges
including a high vulnerability to domestic and external shocks, such as
hurricanes or other natural disasters or other circumstances such as
increased airport access costs and fees imposed on passengers which cause
a reduction in demand for air transportation to Jamaica, and which could
impact the tourism industry and Jamaica's economy more broadly.
As a result of poor financial performance with operating losses between
1994 and 2004, the Government of Jamaica acquired full ownership and
control of Air Jamaica Holdings, which holds 100% of the outstanding
common shares of Air Jamaica Limited, the national airline of Jamaica on
Dec. 23, 2004. In each of the fiscal years since being acquired by the
Government Air Jamaica's operating losses have continued. The Government
unconditionally guarantees payment of principal and interest on the notes
which will be sold in privately negotiated transactions which, under Rule
144A, do not require registration under the Securities Act of 1933.
The stable outlook reflects the likelihood that the Government will
continue to invest in Air Jamaica despite its continued generation of
operating losses. Downward pressure on the rating could occur if real
gross domestic product fails to exhibit sustainable growth, the tourism
industry (Jamaica's leading gross earner of foreign exchange) contracts,
or net inflows from official and private sources are inadequate to finance
the current account deficit. The ratings could be raised if, in
addition to continued strengthening of the credit metrics of the
Government of Jamaica, Air Jamaica generates sustained operating profits
and positive cash from operations, which allow the company to increase its
cash balance.
Assignments:
* Issuer: Air Jamaica Limited
-- Senior Unsecured Regular Bond/Debenture, Assigned B1.
Air Jamaica Limited, headquartered in Kingston, Jamaica, provides service
from Jamaica to the U.S., Toronto, and other Caribbean destinations.
* JAMAICA: Gov't Earns US$689 Million from Fixed Rate Bonds
-----------------------------------------------------------
The Jamaican government has earned US$689 million from the "unlimited
auction of a fixed rate registered bond," Radio Jamaica states, citing the
Jamaican Ministry of Finance.
According to Radio Jamaica, that bond was auctioned two weeks ago. It
matures in 15 years.
* * *
As reported on March 9, 2007, Standard & Poor's Ratings Services
affirmed its 'B' ratings on Jamaica's long-term and short-term
sovereign credit, with stable outlook.
===========
M E X I C O
===========
AMERICAN AXLE: Fitch To Rate Senior Unsecured Term Loan at BB
-------------------------------------------------------------
Fitch Ratings expects to assign a rating of 'BB' to the senior unsecured
term loan announced by American Axle & Manufacturing Holdings, Inc.,
subject to review of final documentation.
The company's current ratings are:
American Axle & Manufacturing Holdings, Inc.
-- Issuer Default Rating 'BB';
American Axle & Manufacturing, Inc.
-- Issuer Default Rating 'BB';
-- Senior unsecured revolving credit facility 'BB';
-- Senior unsecured term loan 'BB';
-- Senior unsecured notes 'BB'.
The Rating Outlook is Negative. Including the available portion of AXL's
revolving credit facility, Fitch's ratings affect approximately US$1.5
billion of indebtedness.
Fitch expects the proceeds from the new US$250 million term loan to be
used to refinance the existing term loan due 2010. The new term loan
should reduce cost of capital and extend the maturity into 2012.
Annual cash interest savings should be around US$4 million. The new term
loan covenants are more flexible in that they will not include the
limitations on restricted payments contained in the existing term loan
agreement. Additionally, the leverage ratio debt incurrence test will
increase to 3.75 from 3.50 and the allowable asset dispositions amount
will increase from US$50 million from US$10 million. The amount of
baskets for permitted liens and indebtedness are approximately the same in
the aggregate with some slight modifications to the descriptions. The
change-in-control covenant remains unchanged.
Fitch's affirmation reflects the risks associated with AXL's dependence on
General Motors Corp. (GM; Fitch IDR 'B'; Rating Watch Negative) for
roughly 75% of its total revenue and in particular, GM's passenger trucks,
which compete in segments that will remain under pressure in 2007.
Partially offsetting these risks are AXL's margin performance, solid
liquidity and competitive position; the financial benefits of recent
headcount reduction; and an expected improvement in free cash flow in
2007. Free cash flow over the next several years will benefit from recent
restructuring activities and reduced capital expenditure levels following
an extended period of higher costs associated with the launch of GM's
GMT900 trucks and international growth initiatives. In addition, the new
business backlog with customers other than GM continues to grow.
The Negative Rating Outlook reflects the credit condition of AXL's largest
customer, critical labor negotiations later this year between GM and the
United Auto Workers union, a financially stressed base of suppliers other
than AXL, and the uncertain sustainability of large pickup truck
production volume in light of a slump in new home construction. In
addition, there is the uncertainty regarding demand for large sport
utility vehicle relative to consumers' reaction to higher fuel prices.
Fitch could revise the Rating Outlook to Stable if GM's production outlook
stabilizes or AXL's free cash flow materially improves in 2007, providing
increased cushion against the uncertainty of the factors listed above.
AXL has maintained its financial discipline through a period of heavy
investment and in the midst of difficult industry conditions. While many
suppliers have chosen to take advantage of attractive secured financing
arrangements, AXL's funding has remained unsecured. AXL's credit metrics
are healthy for the current rating, but AXL's credit profile is currently
constrained by the company's dependence on GM, exposure to light trucks,
and negative free cash flow over the past two years. For 2006 AXL's total
debt to operating EBITDA was 2.6 times, total adjusted debt to operating
EBITDAR (adjusted for rent) was 2.9x, and funds from operations adjusted
leverage was 3.4x.
American Axle & Manufacturing Holdings, Inc. (NYSE:AXL)
-- http://www.aam.com/-- and its wholly owned subsidiary, American Axle &
Manufacturing, Inc. manufactures, engineers, designs and validates
driveline and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars. In addition to locations in the United
States (in Michigan, New York and Ohio), the company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico,
Poland, South Korea and the United Kingdom.
AMERICAN AXLE: S&P Rates Proposed US$250 Million Term Loan at BB
----------------------------------------------------------------
Standard & Poor's Ratings Services assigned its 'BB' rating to American
Axle & Manufacturing Inc.'s proposed $250 million senior unsecured term
loan due 2012. The parent company, American Axle & Manufacturing Holdings
Inc., is the guarantor. Proceeds are expected to be used to repay
existing debt.
In addition, the 'BB' corporate credit ratings on the Detroit-based auto
supplier and its parent company were affirmed. The rating outlook is
negative.
"The ratings on American Axle reflect the risks associated with the
company's heavy dependence on General Motors Corp. (GM; B/Negative/B-3)
SUVs and pickup trucks, current relatively narrow product range, and
exposure to cyclical and competitive markets," said Standard & Poor's
credit analyst Robert Schulz.
The ratings could be lowered if free cash flow generation remains negative
during 2007, reducing the company's cash balances. Potential causes for
negative cash flow would include substantially weaker demand for GM's
light trucks. S&P could also lower the rating if GM's credit profile were
to substantially weaken. On the other hand, the outlook could be revised
to stable if the company improves its customer and product diversity
through acquisitions or investments that do not cause credit measures to
weaken, or if demand for light trucks stabilizes or strengthens.
American Axle & Manufacturing Holdings, Inc. (NYSE:AXL)
-– http://www.aam.com/-- and its wholly-owned subsidiary, American Axle
& Manufacturing, Inc. manufactures, engineers, designs and validates
driveline and drivetrain systems and related components and modules,
chassis systems and metal-formed products for light trucks, sport utility
vehicles and passenger cars. In addition to locations in the United
States (in Michigan, New York and Ohio), the company also has offices or
facilities in Brazil, China, Germany, India, Japan, Luxembourg, Mexico,
Poland, South Korea and the United Kingdom.
BALLY TOTAL: Liberation Threatens To File Involuntary Case
----------------------------------------------------------
The Associated Press reports that Bally Total Fitness Holding Corp.'s
shareholder Liberation Investment Group, "has threatened to haul" the firm
into bankruptcy court.
According to the AP, Liberation Investment, which holds 11% of Bally
Total's stock through two hedge funds, claimed that "shareholders got a
raw deal" in a proposed restructuring accord. Liberation Investment said
in a letter sent to Bally Total's board of directors on June 6 that "the
pre-packaged bankruptcy plan was draconian because it cancels all existing
equity."
The AP notes that Bally Total has disclosed plans of entering into Chapter
11 bankruptcy protection with a restructuring accord. Under the plan, the
principal outstanding on Bally Total's existing senior subordinated notes
will be reduced by US$150 million through the exchange of all existing
senior subordinated notes for:
-- a new class of notes,
-- common equity, and
-- the right to participate in a US$77.5-million
rights offering.
The AP reports that Liberation Investment's legal representative said, "By
approving this restructuring, the board, management and those interests
who now clearly control the company have abandoned their fiduciary duties
to shareholders. The board's flawed process led to this regrettable
result. We also understand that the proposed pre-packaged plan would
deliver all of the reorganized equity to the company's bondholders."
The AP states that Liberation Investment argued in its letter that Bally
Total's board ignored viable alternatives, including sale of the firm's
assets on a market-by-market basis.
"My clients believe that there is significant value for shareholders that
the board has decided to (give) to creditors in the pre-packaged plan,"
the AP notes, citing Liberation Investment's attorney.
Liberation Investment demanded that its officials Manny Pearlman and Gregg
Frankel be appointed into Bally Total's board. The company also warned
that it is "prepared to vindicate" the shareholders' rights in and out of
bankruptcy court. It also said that it is willing to negotiate a
"consensual resolution," the AP states.
Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
* * *
As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.
BALLY TOTAL: Wattles Cuts Stake to Less Than 1% from 9.3%
---------------------------------------------------------
Mark J. Wattles' hedge fund Wattles Capital Management LLC has cut a stake
in Bally Total Fitness Holding Corp. to less than 1% from 9.3%, a filing
with the U.S. Securities and Exchange Commission says.
Wattles Capital sold all but 400,000 shares of Bally Total in the open
market. Wattles Capital previously owned 3.8 million shares in Bally
Total, the Associated Press reports.
As reported in the Troubled Company Reporter-Latin America on June 4,
2007, Bally Total Fitness reached an agreement in principle on the
proposed terms of a consensual restructuring with certain holders of over
80% in amount of its 9-7/8% Senior Subordinated Notes due 2007. The
company plans to implement the proposed restructuring through a
pre-packaged Chapter 11 bankruptcy filing of the parent company, Bally
Total Fitness
Holding Corporation, and certain of its subsidiaries. The restructuring
will reduce the principal outstanding on the Existing Senior Subordinated
Notes by US$150 million by exchanging all existing Senior Subordinated
Notes for a new class of subordinated notes, common equity and the right
to participate in the US$77.5 million rights offering.
Based in Chicago, Illinois, Bally Total Fitness Holding Corp.
(NYSE: BFT) -- http://www.Ballyfitness.com/-- is a commercial
operator of fitness centers in the U.S., with over 400
facilities located in 29 states, Mexico, Canada, Korea, China
and the Caribbean under the Bally Total Fitness(R), Bally Sports
Clubs(R) and Sports Clubs of Canada (R) brands. Bally offers a
unique platform for distribution of a wide range of products and
services targeted to active, fitness-conscious adult consumers.
* * *
As reported in the Troubled Company Reporter on April 19, 2007,
Moody's Investors Service downgraded all the credit ratings
of Bally Total Fitness Holding Corporation after its failure to
make the April 16, 2007 interest payment on US$300 million
principal amount of senior subordinated notes.
BENQ CORP: Option NV Buys Mobile Unit's Laboratories for EUR4MM
---------------------------------------------------------------
Option NV has acquired the laboratory facilities of BenQ Mobile GmbH and
Co., the insolvent German mobile unit of Taiwan-based BenQ Corp., for EUR4
million.
The facilities include fully equipped laboratories, an advanced
Electro-Magnetic Compatibility test chamber and office space. The
acquisition also saw a team of BenQ Mobile engineers migrating to Option's
750 man-years of wireless experience.
“With skilled engineers in short supply, this opportunity to acquire an
established, highly skilled engineering team and fully-equipped facility
was too good to miss,” said Jan Callewaert, Option’s CEO. “Our new team
in Germany is ready to make an immediate impact on our drive into mobile
internet devices and other new product lines for 2008.”
About Option
Option, the wireless technology company -- http://www.option.com/-- is a
leading innovator in the design, development and manufacture of 3G WCDMA
(HSPA and UMTS), EDGE, GPRS, GSM and WLAN technology products for wireless
connectivity solutions. Option has built up an enviable reputation for
creating exciting products that enhance the performance and functionality
of wireless communications. Option’s headquarters are in Leuven, Belgium.
The company has Research & Development in Leuven and Düsseldorf (Germany),
a Software and Applications development centre in Adelsried (Germany), a
Wireless Router development centre in Stockholm (Sweden) and an ISO 9002
production engineering and logistics facility in Cork (Ireland). Option
also has sales & support operations in the US, Japan, Hong Kong and
Taiwan.
About BenQ
Headquartered in Taiwan, Republic of China, BenQ Corp., Inc. --
http://www.benq.com/-- is principally engaged in manufacturing
developing and selling of computer peripherals and
telecommunication products. It is also a major provider of 3G
handset, camera phones, and other products.
BenQ Mobile GmbH & Co., the company's German-based wholly owned
subsidiary, filed for insolvency in Munich on Sept. 29, 2006,
after BenQ Corp.'s board decided to discontinue capital
injection into the mobile unit in order to stem unsustainable
losses. The collapse follows a year after Siemens sold the
company to Taiwanese technology group BenQ. It has business operations in
Mexico.
BenQ Mobile has lost market share against giant competitors.
A Munich Court opened insolvency proceedings against BenQ Mobile
GmbH & Co OHG on Jan. 1 after Mr. Prager failed to secure a
buyer for the company by the Dec. 31, 2006 deadline.
* * *
As reported on Dec. 5, 2006, that Taiwan Ratings Corp., assigned its
long-term twBB+ and short-term twB corporate credit ratings to BenQ Corp.
The outlook on the long-term rating is negative. At the same
time, Taiwan Ratings assigned its twBB+ issue rating to BenQ's
existing NT$7.05 billion unsecured corporate bonds due in 2008,
2009, and 2010.
The ratings reflect BenQ's continuing operating losses from its
handset operations and high leverage, and the competitive nature
and low profitability of the LCD monitor industry.
BENQ CORP: Former BenQ Mobile Managers to Hand Back Bonuses
-----------------------------------------------------------
About 170 former managers and sales staff of BenQ Mobile GmbH and Co., the
insolvent German mobile unit of Taiwan-based BenQ Corp., may need to repay
up to EUR5.2 million in bonuses
and special benefits obtained shortly before the company filed for
insolvency in September 2006, Financial Times Deutschland reports citing
insolvency administrator Martin Prager.
Mr. Prager notes a law prohibiting any creditor privilege as basis for the
premiums to be repaid, FT Deutschland relates.
About Option
Option, the wireless technology company -- http://www.option.com/-- is a
leading innovator in the design, development and manufacture of 3G WCDMA
(HSPA and UMTS), EDGE, GPRS, GSM and WLAN technology products for wireless
connectivity solutions. Option has built up an enviable reputation for
creating exciting products that enhance the performance and functionality
of wireless communications. Option’s headquarters are in Leuven, Belgium.
The company has Research & Development in Leuven and Düsseldorf (Germany),
a Software and Applications development centre in Adelsried (Germany), a
Wireless Router development centre in Stockholm (Sweden) and an ISO 9002
production engineering and logistics facility in Cork (Ireland). Option
also has sales & support operations in the US, Japan, Hong Kong and
Taiwan.
About BenQ
Headquartered in Taiwan, Republic of China, BenQ Corp., Inc. --
http://www.benq.com/-- is principally engaged in manufacturing
developing and selling of computer peripherals and
telecommunication products. It is also a major provider of 3G
handset, camera phones, and other products.
BenQ Mobile GmbH & Co., the company's German-based wholly owned
subsidiary, filed for insolvency in Munich on Sept. 29, 2006,
after BenQ Corp.'s board decided to discontinue capital
injection into the mobile unit in order to stem unsustainable
losses. The collapse follows a year after Siemens sold the
company to Taiwanese technology group BenQ. It has business operations in
Mexico.
BenQ Mobile has lost market share against giant competitors.
A Munich Court opened insolvency proceedings against BenQ Mobile
GmbH & Co OHG on Jan. 1 after Mr. Prager failed to secure a
buyer for the company by the Dec. 31, 2006 deadline.
* * *
The Troubled Company Reporter - Asia Pacific reported on Dec. 5,
2006, that Taiwan Ratings Corp., assigned its long-term twBB+
and short-term twB corporate credit ratings to BenQ Corp.
The outlook on the long-term rating is negative. At the same
time, Taiwan Ratings assigned its twBB+ issue rating to BenQ's
existing NT$7.05 billion unsecured corporate bonds due in 2008,
2009, and 2010.
The ratings reflect BenQ's continuing operating losses from its
handset operations and high leverage, and the competitive nature
and low profitability of the LCD monitor industry.
DAY INTERNATIONAL: Completes Sale to Flint Group
------------------------------------------------
The acquisition of Day International Group Inc. by Flint Group was
completed on May 31, 2007.
Day International will operate as a business unit of Flint Group. Dennis
Wolters, CEO of Day International will remain in that role within the new
organization.
In the combined organization, nearly 8300 employees will serve customers
from 170 sales, service and manufacturing locations on five continents.
Revenues for 2007 are estimated to be
EUR2.55 billion (US$3.32 billion).
About Flint Group
Flint Group -- http://www.flintgrp.com/-- is dedicated to serving the
global printing, converting, and colourant industries. Flint Group
companies develop, produce and market a wide range of conventional and UV
printing inks on a global basis, with regional operations that provide
local service throughout Europe, North America, Latin America, Asia, and
India/Pacific. Other companies in the group include Flint Group Printing
Plates, specialising in photopolymer printing plates, and XSYS Print
Solutions, specialising in narrow web inks. Flint Group Pigments produces
a range of pigment products and additives for use in inks and other
colourant applications. Headquartered in Luxembourg, Flint Group operates
more than 140 facilities worldwide, and employs some 7,000 people.
About Day International
Founded in 1905 in Dayton, Ohio, Day International Group Inc. --
http://www.dayintl.com/-- operates production, sales, and distribution
centers in North America, Latin America, Europe and Asia Pacific. Product
lines include dayGraphica(R) printing blankets and sleeves, david M(R)
printing blankets, , Duco(TM) printing blankets, Sun Graphic printing
blankets, IPT(TM) printing blankets, Varn(TM) pressroom chemicals,
Rotec(R) flexographic sleeve systems, dayCorr(R) diecutting blankets and
day-Flo(R) pre-inked rolls. The company has locations in Mexico, Germany,
and Malaysia.
DAY INT’L: Flint Buyout Completion Cues S&P to Withdraw Ratings
---------------------------------------------------------------
Standard & Poor's Ratings Services withdrew its ratings on Dayton,
Ohio-based Day International Group Inc. The withdrawal follows the
acquisition of the company by Flint Group.
As reported in the Troubled Company Reporter on April 16, 2007, S&P placed
the company's 'B' corporate credit rating on
CreditWatch with developing implications.
Founded in 1905 in Dayton, Ohio, Day International Group Inc. --
http://www.dayintl.com/-- operates production, sales, and distribution
centers in North America, Latin America, Europe and Asia Pacific. Product
lines include dayGraphica(R) printing blankets and sleeves, david M(R)
printing blankets, , Duco(TM) printing blankets, Sun Graphic printing
blankets, IPT(TM) printing blankets, Varn(TM) pressroom chemicals,
Rotec(R) flexographic sleeve systems, dayCorr(R) diecutting blankets and
day-Flo(R) pre-inked rolls. The company has locations in Mexico, Germany,
and Malaysia.
FEDERAL-MOGUL: Modifies 4th Amended Plan to Address Objections
--------------------------------------------------------------
James E. O'Neill, Esq., at Pachulski, Stang, Ziehl, Young, Jones
& Weintraub LLP, in Wilmington, Delaware, notes, on behalf of
Federal-Mogul Corp. and its debtor-affiliates, tell the U.S.
Bankruptcy Court for the District of Delaware that 11 objections to
confirmation of the Fourth Amended Joint Plan of Reorganization were filed
by insurers, while 15 plan confirmation objections were filed by
non-insurers.
Several parties, including counsel and former advisers of
PepsiAmericas, Inc., and certain insurance companies, have
declared their support for the objections. On the other hand,
other parties declared their support for the confirmation of the
Plan, including The Flexitallic Group, Inc., Research and
Planning Corporation, and counsel and affiliates of the Plan
Proponents.
The Debtors, the Official Committee of Unsecured Creditors, the
Official Committee of Asbestos Claimants, the Legal
Representative for Future Asbestos Claimants, the Official
Committee of Equity Security Holders, and JPMorgan Chase Bank,
N.A., have engaged objecting parties in an attempt to resolve the
objections consensually, Mr. O'Neill relates. As a result,
several objections have been resolved and others have been
withdrawn.
The Plan Proponents have modified the Fourth Amended Plan to
reflect technical changes or clarifications in response to
informal and formal objections or requests for clarification made by
parties in interest, Mr. O'Neill says.
Among others, the Modified Fourth Amended Plan:
-- incorporates the Court-approved settlement with certain
holders of Asbestos Property Damage Claims and the
settlement of certain claims, Plan objections, and
insurance rights between, among others, the Debtors and
MagneTek, Inc.;
-- states that all fees payable pursuant to Section 1930(a)(6)
of the Judiciary and Judicial Procedure Code will be paid
on or before the Effective Date; and
-- classifies PepsiAmerica's claims as unsecured claims.
The Plan Proponents aver that the Modified Plan:
* fully satisfies all applicable requirements of the
Bankruptcy Code and is confirmable;
* reflects a negotiated consensus among a large number of
sophisticated commercial parties with deeply divergent
interests;
* equitizes both the Debtors' asbestos liabilities and the
Debtors' prepetition note debt; and
* brings about a unified conclusion to the U.K. Debtors'
cross-border insolvency proceedings.
The Modifications do not materially and adversely affect or
change the treatment of any claim against or equity interest in
any Debtor, Mr. O'Neill tells the court.
Accordingly, the Plan Proponents ask the Court to waive the
requirement of resolicitation of any holders of claims or equity
interests pursuant to Rule 3019 of the Federal Rules of
Bankruptcy Procedure.
A full-text copy of the Modified Fourth Amended Joint Plan of
Reorganization dated June 4, 2007, is available for free at:
http://bankrupt.com/misc/FMC_4modChap11Plan.pdf
A full-text blacklined copy of the Modified Fourth Amended Plan
is available for free at:
http://bankrupt.com/misc/FMC_4modChap11Plan_blackline.pdf
The Plan Proponents note that all parties that have a legitimate
pecuniary stake in the success of the Debtors' reorganization
have spoken powerfully in favor of confirmation of the Plan.
Mr. O'Neill argues that contrary to the contentions of the
insurance companies, the Plan is insurance neutral. "The
insurers are transparently attempting to assert the rights of
holders of asbestos personal injury claims or other creditors,
and are not limiting themselves to issue that have any effect on
the insurers themselves," he contends.
The only objection to which the insurers have standing -- the
argument that the Plan violates the contractual rights of certain insurers
by assigning certain rights under insurance policies to the Trust without
their consent -- is entirely without merit, according to Mr. O'Neill. He
points out that courts in the Third Circuit including the Bankruptcy Court
have held, on more than one occasion, that a debtor's rights under
insurance policies can be assigned to a 524(g) trust under a plan of
reorganization pursuant to Section 1123(a)(5) of the Bankruptcy Code.
"If the objecting insurers bear financial responsibility for the
Asbestos Personal Injury Claims, it will not be because of
anything imposed by the Plan, but simply because of their
contractual obligations under comprehensive general insurance
policies they sold to the Debtors and various other parties
before the bankruptcy," Mr. O'Neill says.
In response to the objection that the Trust Distribution
Procedures provide the trustees with too much discretion, the
Plan Proponents point out that the Bankruptcy Court has
repeatedly found that trust distribution procedures substantively
identical to those of the TDPs, which empower the trustees to modify the
payment percentage and many other provisions, satisfy the requirements of
Section 524(g)(2)(B)(ii)(V). The flexibility afforded the trustees under
the trust documents is what ultimately provides the "reasonable assurance
that the trust will value, and be in a financial position to pay, present
claims and future demands that involve similar claims in substantially the
same manner" under Section 524(g)(2)(B)(ii)(V), Mr. O'Neill emphasizes.
The objectors' efforts to allege that the Trust Advisory Committee's
membership violates Section 1129(a)(5) of the Bankruptcy Code or is
otherwise improper is likewise hollow because Section 1129(a)(5) only
applies to an individual who is "a director, officer, or voting trustee."
If state law permits asbestos claimants to bring claims against
the Asbestos Personal Injury Trust later or to avoid
apportionment of damages in their other state law cases, then
that is perfectly appropriate, but there is no basis to say that
claimants must file claims before they are required to do so by
state law, Mr. O'Neill contends. Similarly, if state law does
not permit asbestos claimants to bring claims against the Trust
later or avoid apportionment of damages, then the TDPs create no
new substantive rights to do so. The TDPs, he maintains,
provides for the confidentiality of claimants' submissions and
does not take away any state law discovery rights.
In accordance with Section 524(g)(2)(B)(i)(II), the Plan
Proponents maintain that the Plan provides that the Trust will be funded
in part by the Reorganized Federal-Mogul Class B Common Stock, which
comprises 50.1% of the total common stock in
Reorganized Federal-Mogul who is presently the ultimate parent of all of
the other Debtors and who will be the ultimate parent of the Reorganized
Debtors after the Petition Date.
Creation of the five Subfunds is necessary to account for the
five distinct groups of Asbestos Personal Injury Claims to be
channeled to the Trust under the Plan, according to Mr. O'Neill.
There is absolutely no basis in the statute or in logic for
certain objectors' assertion that each Subfund must independently satisfy
the Section 524(g) funding requirements, he argues.
PepsiAmericas, Mr. O'Neill asserts, lacks standing to raise its
objection because the settlement of the Pneumo Protected Parties' claims
against the Debtors has no effect on of PepsiAmericas' claims.
The Plan's release, exculpation and limitation of liability
provisions are in accord with the prevailing standards
articulated by the Third Circuit for such provisions, and are
comparable to provisions that have been approved time and again
by courts in this Circuit as reasonable, Mr. O'Neill maintains.
The value of stock warrants is based on the performance of the
company and not necessarily on who owns the company, Mr. O'Neill
relates in answer to Robert Cleghorn's objection.
Cooper Industries, LLC, and Pneumo Abex LLC argue that the
injunctive relief provided by Plan A complies with Section
524(g)(4)(A)(ii). The claims against the Pneumo Protected
Parties that the Plan proposes to enjoin all involve allegations
of the same asbestos liability, they contend. "They all involve
the same alleged products, the same alleged misconduct, and the
same alleged victims and injuries." Accordingly, the Pneumo
Parties assert that they qualify for a Section 524(g) channeling
injunction.
The Plan Proponents therefore ask the Court to confirm the
Debtors' Fourth Amended Plan, as modified.
Cooper also asks the Court to preclude PepsiAmericas from
presenting testimony on certain topics at the June 18, 2006 plan
confirmation hearing.
About Federal-Mogul
Headquartered in Southfield, Michigan, Federal-Mogul Corporation
-- http://www.federal-mogul.com/-- is an automotive parts company with
worldwide revenue of some $6 billion. Federal-Mogul also has operations
in Mexico and the Asia Pacific Region, which includes, Malaysia,
Australia, China, India, Japan, Korea, and Thailand.
The Company filed for chapter 11 protection on Oct. 1, 2001
(Bankr. Del. Case No. 01-10582). Lawrence J. Nyhan Esq., James F. Conlan
Esq., and Kevin T. Lantry Esq., at Sidley Austin Brown & Wood, and Laura
Davis Jones Esq., at Pachulski, Stang, Ziehl,
Young, Jones & Weintraub, P.C., represent the Debtors in their
restructuring efforts. When the Debtors filed for protection from their
creditors, they listed US$10.15 billion in assets and
US$8.86 billion in liabilities. Federal-Mogul Corp.'s U.K.
affiliate, Turner & Newall, is based at Dudley Hill, Bradford.
Peter D. Wolfson, Esq., at Sonnenschein Nath & Rosenthal; and
Charlene D. Davis, Esq., Ashley B. Stitzer, Esq., and Eric M.
Sutty, Esq., at The Bayard Firm represent the Official Committee
of Unsecured Creditors.
On March 7, 2003, the Debtors filed their Joint Chapter 11 Plan.
They submitted a Disclosure Statement explaining that plan on
April 21, 2003. They submitted several amendments and on
June 6, 2004, the Bankruptcy Court approved the Third Amended Disclosure
Statement for their Third Amended Plan. On
July 28, 2004, the District Court approved the Disclosure Statement. The
estimation hearing began on June 14, 2005. They then submitted a Fourth
Amended Plan and Disclosure Statement on Nov. 21, 2006, and the Bankruptcy
Court approved that Disclosure Statement on Feb. 6, 2007. The
confirmation hearing is set for June 18, 2007. (Federal-Mogul Bankruptcy
News, Issue No. 139; Bankruptcy Creditors' Service Inc.,
http://bankrupt.com/newsstand/or 215/945-7000).
KRONOS INC: Shareholders Okay Acquisition by Hellman & Friedman
---------------------------------------------------------------
Kronos(R) Incorporated's shareholders has voted to approve the merger
agreement providing for the acquisition of Kronos by entities affiliated
with Hellman & Friedman Capital Partners VI, L.P., a private equity
investment firm. Investing alongside Hellman & Friedman is JMI Equity, a
private equity firm focused on the software and business services
industries. The vote was conducted at a special meeting of Kronos
shareholders held today at the offices of Wilmer Cutler Pickering Hale and
Dorr LLP in Boston, Mass.
Based on the preliminary tally of shares voted, the number of shares that
voted to approve the merger agreement represents approximately 79% of the
total number of shares of Kronos common stock outstanding and entitled to
vote as of the close of business on April 30, 2007, the record date for
the special meeting.
The proposed merger was announced on March 23, 2007, and is expected to
close on June 11, 2007, subject to the satisfaction or waiver of the
conditions set forth in the merger agreement. Under terms of the merger
agreement, shareholders will receive US$55.00 per share in cash for each
share of Kronos common stock held.
Headquartered in Chelmsford, Mass., Kronos Inc. --
http://www.kronos.com/-- provides a suite of solutions that
automate employee-centric processes, as well as tools to
optimize the workforce. It provides workforce management
software, including time and attendance software and talent
management (recruiting) software. The company offers its
products primarily in the United States, Canada, Mexico, the
United Kingdom, Australia, and New Zealand.
The company posts about US$617 million of revenues for the
twelve months ended March 31, 2007.
As reported in the Troubled Company Reporter-Latin America on
May 18, 2007, Moody's Investors Service assigned Kronos, Inc. a first time
B2 corporate family rating and a stable rating outlook. Moody's also
assigned a first time Ba3 rating to the company's:
-- first lien credit facilities (US$665 million term loan,
due 2014, and US$60 million revolving credit facility,
expires 2013); and
-- a Caa1 rating to its US$390 million second lien term loan,
due 2015.
SATELITES MEXICANOS: Turns Down Acquisition Proposals
-----------------------------------------------------
Adriana Arai at Bloomberg News reports that Satelites Mexicanos SA has
rejected some acquisition offers for failing to meet the firm's
expectations.
Ms. Arai relates that the turned down offers include that of Eutelsat
Communications SA.
As reported in the Troubled Company Reporter-Latin America on June 11,
2007, Eutelsat Communications said that it, along with its two Mexican
partners Groupe Miguel Aleman and Groupe Clemente Serna, submitted an
offer to acquire Satelites Mexicanos. Eutelsat Communications, Groupe
Miguel and
Groupe Clemente were participating in a competitive bidding
process the Satelites Mexicanos shareholders launched. Morgan
Stanley coordinated the process. Satelites Mexicanos Chief Executive
Officer Raul Cisneros said that foreign and Mexican investors had
presented offers for Satelites Mexicanos.
Mexican entrepreneur Moises Saba Masri told Mexican paper Reforma that he
also offered for Satelites Mexicanos.
Ms. Arai notes that SES Global, the world's largest satellite broadcaster,
disclosed their interest in bidding for Satelites Mexicanos, but has not
yet confirmed whether they will pursue the plan. According to Ms. Arai,
Telefonos de Mexico SAB and Grupo Televisa SAB withdrew from the Satelites
Mexicanos auction after initially expressing interest in the firm.
Ms. Arai says that after a restructuring plan, a group of Satelites
Mexicanos bondholders acquired a 78% stake, while the Mexican government
retained a 20% stake.
Satelites Mexicanos Chairperson Luis Rebollar Corono said in a statement,
"There's a number of opportunities available for Satmex [Satelites
Mexicanos] that should help maximize its value, opportunities which we
will be evaluating in the coming months."
Satelites Mexicanos, SA de CV, provides fixed satellite services
in Mexico. Satmex provides transponder capacity via its
satellites to customers for distribution of network and cable
television programming, direct-to-home television service, on-
site transmission of live news reports, sporting events and
other video feeds. Satmex also provides satellite transmission
capacity to telecommunications service providers for public
telephone networks in Mexico and elsewhere and to corporate
customers for their private business networks with data, voice
and video applications. Satmex also provides the government of
the United Mexican States with approximately 7% of its satellite
capacity for national security and public purposes without
charge, under the terms of the Orbital Concessions.
The Debtor filed for chapter 11 petition on Aug. 11, 2006,
(Bankr. S.D.N.Y. Case No. 06-11868). Luc A. Despins, Esq., at
Milbank, Tweed Hadley & McCloy LLP represents the Debtor in the
U.S. Bankruptcy proceedings. Attorneys from Galicia y Robles,
S.C., and Quijano Cortina Lopez y de la Torre give legal advice
in the Debtor's Mexican Bankrutpcy proceedings. UBS Securities
LLC and Valor Consultores, SA de CV, give financial advice to
the Debtor. Steven Scheinman, Esq., Michael S. Stamer, Esq.,
and Shuba Satyaprasad, Esq., at Akin Gump Strauss Hauer & Feld
LLP give legal advice to the Ad Hoc Existing Bondholders'
Committee. Dennis Jenkins, Esq., and George W. Shuster, Jr.,
Esq., at Wilmer Cutler Pickering Hale and Dorr LLP give legal
advice to Ad Hoc Senior Secured Noteholders' Committee. As of
July 24, 2006, the Debtor has US$905,953,928 in total assets and
US$743,473,721 in total liabilities.
On May 25, 2005, certain holders of Satmex's Existing Bonds and
Senior Secured Notes filed an involuntary chapter 11 petition
against the company (Bankr. S.D.N.Y. Case No. 05-13862). On
June 29, 2005, Satmex filed a voluntary petition for a Mexican
reorganization, known as a Concurso Mercantil, which was
assigned to the Second Federal District Court for Civil Matters
for the Federal District in Mexico City.
On Aug. 4, 2005, Satmex filed a petition, pursuant to
Section 304 of the Bankruptcy Code that commenced a case
ancillary to the Concurso Proceeding and a motion for injunctive
relief that sought among other things, to enjoin actions against
Satmex or its assets (Bankr. S.D.N.Y. Case No. 05-16103).
Satmex concluded its reorganization efforts on Nov. 30, 2006,
and emerged from its U.S. bankruptcy case. The company
consummated its U.S. chapter 11 plan of reorganization, which
was confirmed by the United States Bankruptcy Court for the
Southern District of New York by order dated Oct. 26, 2006, and
implemented the restructuring approved in Satmex's Mexican
Concurso Mercantil proceeding by the Concurso Plan Order issued
on July 14, 2006.
VARIETAL DISTRIBUTION: Moody's Puts B3 Corporate Family Rating
--------------------------------------------------------------
Moody's Investors Service assigned a B3 Corporate Family Rating to
Varietal Distribution Merger Sub, Inc. (formerly VWR International, Inc.).
Moody's will be withdrawing ratings assigned to VWR International, Inc.,
CDRV Investors, Inc. and
CDRV Investment Holdings Corporation. The ratings outlook is stable.
This rating action follows a May 2, 2007 announcement that the parent
company of VWR International, Inc., CDRV Investors, Inc. entered into an
agreement and plan of merger among Varietal Distribution Holdings, LLC and
its wholly owned subsidiary, Varietal.
Under the proposed merger agreement, Varietal will merge with and into
CDRV. As a result, CDRV will continue as a wholly owned subsidiary of
Holdings, and Varietal will cease to exist. Thus, the ratings being
assigned to Varietal will become ratings of CDRV once the merger is
completed.
Holdings is an affiliate of Madison Dearborn Partners, LLC, (the
sponsor) which is acquiring Varietal for approximately $3.8 billion,
including the assumption of US$2.6 billion of total outstanding debt of:
VWR International, Inc., CDRV Investors, Inc. and CDRV Investment Holdings
Corporation. Moody's expects that the transaction will be financed with
US$2.6 billion of new debt and US$1.4 billion of preferred equity. The
total transaction consideration represents approximately 14.8 times
pro-forma EBITDA of US$270 million for the twelve month period ended March
31, 2007.
The B3 Corporate Family Rating reflects the significant level of
outstanding debt relative to the limited cash flow of the new
company. Although Varietal benefits from the size, stability and
diversity of its distribution business, the company's cash flow is
constrained by low operating margins and high interest expense. Moody's
also expects minimal debt reduction, and thus very little improvement in
the company's key credit metrics, including cash flow coverage of adjusted
debt and debt/EBITDA, over the next few years. Moody's also notes that it
is treating 50% of total preferred stock (approximately US$700 million) as
debt instead of equity, which further constrains the credit metrics of the
company.
Ratings to be assigned to Varietal Distribution Merger Sub, Inc.:
-- US$250 Multi-Currency Revolving Credit Facility, rated B1,
LGD-2, 26%;
-- US$715 Million USD Senior Secured Term Loan B, rated B1,
LGD-2, 26%;
-- US$700 Million Euro Senior Secured Term Loan B, rated B1,
LGD-2, 26%;
-- US$675 Million Senior Unsecured Notes, rated Caa1, LGD-5,
73%;
-- Corporate Family Rating, B3;
-- Probability of Default Rating, B3;
-- Speculative Grade Liquidity Rating, SGL-3.
These ratings assigned to VWR International, Inc. will be
withdrawn once the financing is completed:
-- US$175 Million Senior Secured EURO Term Loan, Ba2, LGD2,
12%;
-- US$415 Million Senior Secured Guaranteed US Dollar Term
Loan, due 2009, Ba2, LGD2, 12%;
-- US$150 Million Senior Secured Guaranteed Revolver, due
2009, Ba2, LGD2, 12%;
-- US$200 Million 6.875% Senior Unsecured Guaranteed Notes,
due 2012, B1, LGD3, 40%;
-- US$320 Million Senior Subordinated Unsecured Notes, due
2014, B3, LGD4, 62%;
-- Speculative Grade Liquidity Rating, SGL-2.
These ratings assigned to CDRV Investors, Inc. will be
withdrawn once the acquisition is completed:
-- US$350 Million Senior Floating Rate Notes, Caa1, LGD6,
92%.
These ratings assigned to CDRV Investment Holdings Corporation
will be withdrawn once the acquisition is completed:
-- US$481 Million (face value) Senior Discount Notes, due
2015, rated Caa1, LGD5, 79%.
These ratings are subject to Moody's review of the final documentation
associated with this transaction.
Varietal Distribution Merger Sub, Inc. (to be merged with and into CDRV),
headquartered in West Chester, Pennsylvania, is a global leader in the
distribution of scientific supplies, with worldwide sales of US$3.26
billion in 2006. The company's business is highly diversified across a
spectrum of products and services, customer groups and geography.
Headquartered in West Chester, Pennsylvania, VWR International,
-- http://www.vwr.com-- is engaged in the distribution of
scientific products. It serves more than 250,000 customers in
the life science, industrial, governmental, health care and
educational markets, and also offers Production Supplies and
Services for electronic and pharmaceutical production. The
company offers more than 750,000 products, from more than 5,000
manufacturers, to over 250,000 customers throughout North
America, Austria, Mexico and China.
VWR INT: Pending Madison Dearborn Deal Cues S&P to Hold B Rating
----------------------------------------------------------------
Standard & Poor's Ratings Services affirmed its 'B' corporate credit
rating on VWR International Inc. and removed it from CreditWatch, where it
had been placed with negative implications on May 3, 2007. The outlook is
stable.
At the same time, Standard & Poor's assigned its 'B+' bank loan rating to
Varietal Distribution Merger Sub Inc.'s US$250 million senior secured
revolving credit facility maturing 2013 and US$1.415 billion senior
secured term loan due 2014. Standard & Poor's also assigned a recovery
rating for both loans of '2', indicating that lenders can expect
substantial (70%-90%) recovery in the event of a payment default or
bankruptcy. S&P also assigned a 'CCC+' rating to Varietal's US$675
million senior unsecured notes due 2015, to be privately placed by the
company in reliance on Rule 144A. The senior notes are rated two notches
below the 'B' corporate credit rating as, in bankruptcy, recovery would be
materially reduced by the large amount of secured debt.
"These actions reflect the pending acquisition of VWR by a unit of private
equity sponsor Madison Dearborn Partners LLC from previous owner Clayton,
Dubilier & Rice," explained Standard & Poor's credit analyst David Lugg.
"Although this largely debt-financed transaction will markedly increase
adjusted leverage, the medium term cash requirements are well within VWR's
internal cash generating capacity."
When S&P treat MDP's preferred stock investment as an intermediate equity
content hybrid with 50/50 debt to equity, S&P estimate adjusted debt to
EBITDA will be more than 11x at year-end 2007. However, the preferred
dividend is pay-in-kind, not cash, and loan amortization is not required
until 24 months after closing. Moreover, interest payment on the senior
notes can be all cash, 50% cash and 50% pay-in-kind, or 100% pay-in-kind
at the issuer's discretion. Given VWR's well-established role as one of
two leading distributors of laboratory supplies -- a slowly growing but
stable market -- Standard & Poor's believes that the company has adequate
capacity to meet cash needs.
The speculative-grade ratings on VWR, a distributor of research laboratory
products, reflect its heavy debt burden and VWR's well-established
position in the stable and attractive laboratory supply market.
Headquartered in West Chester, Pennsylvania, VWR International,
-- http://www.vwr.com-- is engaged in the distribution of
scientific products. It serves more than 250,000 customers in
the life science, industrial, governmental, health care and
educational markets, and also offers Production Supplies and
Services for electronic and pharmaceutical production. The
company offers more than 750,000 products, from more than 5,000
manufacturers, to over 250,000 customers throughout North
America, Austria, Mexico and China.
===========
P A N A M A
===========
CHIQUITA BRANDS: Raises CEO's Salary to US$900,000 Yearly
---------------------------------------------------------
Cliff Peale at Enquirer.com reports that Chairperson and Chief Executive
Officer Fernando Aguirre's salary will increase to US$900,000 per year,
despite the US$96-million loss the company incurred in 2006.
Enquirer.com's Mr. Peale notes that Chiquita Brands' stock price also
dropped 25% last year. The firm didn’t pay any cash bonuses.
However, Mr. Aguirre’s salary will increase and he will receive an award
of US$1.2 million in restricted stock over the next three years, the
report says.
According to Enquirer.com's Mr. Peale, Chiquita Brands directors are
positive that Mr. Aguirre is helping transform the company from a seller
of commodity bananas to a more diversified and more profitable seller of
fruit-based products.
Chiquita Brands director Steven Stanbrook, who heads the compensation
committee, told Enquirer.com's Mr. Peale that the transformation will take
time. He commented, "The most important long-term objective that Mr.
Aguirre has to achieve is related to a far-reaching transformational
initiative we are pursuing."
Chiquita Brands "meticulously benchmarks against comparable companies,"
Enquirer.com's Mr. Peale notes, citing Mr. Stanbrook. The director
defended Mr. Aguirre’s raise, saying that it is fair, especially since
the company has been dealing with regulatory and legal issues that
originated before Mr. Aguirre.
Cincinnati, Ohio-based Chiquita Brands International, Inc.
(NYSE: CQB) -- http://www.chiquita.com/-- operates as an
international marketer and distributor of bananas and other
fresh produce sold under the Chiquita and other brand names in
over 70 countries including Panama, Philippines, Australia,
Belgium, Germany, among others. It also distributes and markets
fresh-cut fruit and other branded, value-added fruit products.
* * *
As reported in the Troubled Company Reporter-Latin America on
May 16, 2007, Moody's Investors Service changed the rating
outlook for Chiquita Brands International, Inc. to negative from
stable.
Ratings affirmed:
* Chiquita Brands International, Inc. (parent holding company)
-- Corporate family rating at B3
-- Probability of default rating at B3
-- US$250 million 7.5% senior unsecured notes due 2014 at
Caa2 (LGD5, 89%)
-- US$225 million 8.875% senior unsecured notes due 2015 at
Caa2 (LGD5, 89%)
* Chiquita Brands LLC (operating subsidiary):
-- US$200 million senior secured revolving credit agreement
at B1 (LGD2, 26%)
-- US$24.3 million senior secured term loan B at B1 (LGD2,
26%)
-- US$368.4 million senior secured term loan C at B1 (LGD2,
26%).
=====================
P U E R T O R I C O
=====================
DORAL FIN'L: Launches Dividend on 3 Series of Preferred Stock
-------------------------------------------------------------
Doral Financial Corporation, on May 31, 2007, paid the regular monthly
cash dividend on the company’s 7% Noncumulative Monthly Income Preferred
Stock, Series A, 8.35% Noncumulative Monthly Income Preferred Stock,
Series B and 7.25% Noncumulative Monthly Income Preferred Stock, Series C,
in the amount of US$0.2917, US$0.173958, US$0.151042 per share,
respectively. The dividend on each of the series was paid to the record
holders as of the close of business on May 29, 2007, in the case of the
Series A Preferred Stock, and to the record holders as of the close of
business on May 15, 2007, in the case of Series B and Series C Preferred
Stock.
Based in New York City, Doral Financial Corp. (NYSE: DRL) --
http://www.doralfinancial.com/-- is a diversified financial
services company engaged in mortgage banking, banking,
investment banking activities, institutional securities and
insurance agency operations. Its activities are principally
conducted in Puerto Rico and in the New York City metropolitan
area. Doral is the parent company of Doral Bank, a Puerto Rico
based commercial bank, Doral Securities, a Puerto Rico based
investment banking and institutional brokerage firm, Doral
Insurance Agency Inc. and Doral Bank FSB, a federal savings bank
based in New York City.
* * *
As reported in the Troubled Company Reporter on May 21, 2007,
Fitch Ratings has lowered Doral Financial Corporation's ratings
as:
Doral Financial Corporation
-- Long-term Issuer Default Rating to 'B' from 'B+';
-- Senior debt to 'B-' from 'B';
-- Preferred stock to 'CCC' from 'CCC+';
-- Individual to 'E' from 'D/E'.
Doral Bank
-- Long-term Issuer Default Rating to 'B+' from 'BB-';
-- Long-term deposits to 'BB- from 'BB';
-- Individual to 'D' from 'C/D'.
Fitch said the ratings remain on Rating Watch Negative.
Moody's Investors Service is continuing its review of Doral
Financial Corporation for possible downgrade. The ratings have
been on review for possible downgrade since Jan. 5, 2007, when
Doral was downgraded to B2 from B1 for senior debt. The review
has centered on Doral's prospects for refinancing US$625 million
of debt maturing in July.
SEARS HOLDINGS: Fitch Holds Issuer Default Rating at BB
-------------------------------------------------------
Fitch Ratings has affirmed its ratings of Sears Holdings Corporation as:
Sears Holdings Corporation
-- Issuer Default Rating at 'BB';
-- Senior Notes at 'BB';
-- Secured Bank Facility at 'BBB-'.
Sears, Roebuck and Co.
-- IDR at 'BB';
-- Senior Notes at 'BB'.
Sears Roebuck Acceptance Corp.
-- IDR at 'BB';
-- Senior Notes at 'BB';
-- Commercial Paper at 'B'.
Sears DC Corp.
-- IDR at 'BB'
-- Senior Notes at 'BB'.
The Rating Outlook is Stable.
Approximately US$2 billion of debt is affected by these actions.
The affirmations reflect Holdings' broad market presence in the moderate
department store and discounter segments and solid balance sheet balanced
against soft operating results and significant long-term competitive
challenges.
Sears has posted comparable store sales declines for the past six years
reflecting competitive pressures and inconsistent merchandising execution.
Kmart's sales stabilized in 2005-2006 following three years of sharp
declines, but were lower again in the first quarter of 2007. Holdings'
challenge will be to generate longer-term sales and earnings growth at
both Sears and Kmart in the face of growing competition from the
discounters and big box specialty retailers. The company is attempting to
create a customer-oriented culture and is gradually remodeling its Kmart
stores while adding Sears' well-known brands into those stores. This
should support the turnaround effort, though the pace of remodeling is
cautious.
Despite weak sales, Holdings' operating earnings have been supported by
aggressive cost cutting and reduced promotional activity. Nonetheless,
profitability remains soft with EBITDA margin at 6.7% in the twelve months
ended May 5, 2007. Looking ahead, earnings growth will be increasingly
dependent on the company's ability to generate sales increases.
Holdings continues to benefit from its relatively low leverage and solid
liquidity. Adjusted debt/EBITDAR and EBITDAR/interest plus rents were 2.4
times and 3.6x, respectively, in the twelve months ended May 5, 2007.
Liquidity is supported by a sizable cash balance of US$3.4 billion and a
US$4 billion revolver, of which US$3.8 billion was available as of May,
2007. This is more than adequate for seasonal working capital needs that
peak at around US$1.5 billion. While liquidity is solid, Fitch believes
that the company's investment guidelines, under which Chairman Eddie
Lampert has been given the authority to invest the company's surplus cash
in derivatives and other instruments, modestly raises the company's risk
profile.
Holdings' cash flow is projected to be sufficient to cover capital
expenditures, with free cash flow expected to be used for share
repurchases, acquisitions and debt reduction. Financial leverage is
projected to be flat to modestly lower going forward.
The 'BBB-' rating of Holdings' US$4 billion secured revolver, under which
SRAC and Kmart are the borrowers, reflects a downstream guarantee from
Holdings to both SRAC and Kmart and cross-guarantees between SRAC and
Kmart. The facility is secured primarily by inventories, which range from
US$9 billion-US$11 billion. The collateral can be released in the event
the company achieves certain performance targets or ratings levels. If
the collateral is released, leverage and asset coverage tests would become
effective.
The ratings of SRAC's senior notes and commercial paper reflect a
guarantee provided by Sears. In addition, Sears DC Corp. benefits from an
agreement by Sears to maintain a minimum fixed charge coverage at SDC of
1.005 times. Sears also agrees to maintain ownership of and a positive
net worth at SDC.
About Sears Holdings
Based in Hoffman Estates, Illinois, Sears Holdings Corp.
(NASDAQ: SHLD) -- http://www.searsholdings.com/-- is a
broadline retailer, with approximately US$55 billion in annual
revenues, and with approximately 3,800 full-line and specialty
retail stores in the United States, Canada and Puerto Rico.
Sears Holdings is a home appliance retailer as well as a
retailer of tools, lawn and garden, home electronics, and
automotive repair and maintenance. Key proprietary brands
include Kenmore, Craftsman and DieHard, and a broad apparel
offering, including well-known labels as Lands' End, Jaclyn
Smith, and Joe Boxer, as well as the Apostrophe and Covington
brands.
SERVICEMASTER CO: S&P Junks Rating on Senior Unsecured Debt
-----------------------------------------------------------
Standard & Poor's Ratings Services lowered its corporate credit rating on
The ServiceMaster Co. to 'B' from 'BB+'.
At the same time, Standard & Poor's lowered its rating on ServiceMaster's
existing senior unsecured debt to 'CCC+' from 'BB+', reflecting its junior
position relative to the firm's new secured debt. All ratings were
removed from CreditWatch, where they were originally placed with negative
implications on
Nov. 28, 2006, following the company's board of directors' decision to
explore strategic alternatives to maximize shareholder value. The rating
outlook is negative.
At the same time, Standard & Poor's assigned its loan and recovery ratings
to ServiceMaster's proposed US$3.35 billion senior secured credit
facilities, consisting of a:
* US$500 million revolver,
* US$2.65 billion term loan, and
* US$200 million synthetic letter of credit facility.
The facilities were rated 'B+' with a recovery rating of '2', indicating
the expectation for substantial (70%-90%) recovery in the event of a
payment default. These ratings are based on preliminary documentation and
are subject to revision upon receipt and review of final documentation.
The ratings on ServiceMaster reflect its very highly leveraged financial
profile following its pending acquisition by an investment group led by
Clayton, Dubilier & Rice Inc. for about US$5.6 billion, which will result
in pro forma total debt to EBITDA exceeding 9x at closing and significant
cash flow requirements to fund interest. Ratings support is provided by
ServiceMaster's good business positions in its fragmented and competitive
end markets, which have translated into good cash flow generation from a
fairly diverse portfolio of services, despite some exposure to weather
conditions in two of three of its key businesses.
"We expect operating performance to gradually improve over the next few
years through continued improvement in retention rates, productivity
savings from functional support areas resulting from completing the
company's restructuring project, and cost savings from consolidating its
Memphis headquarters," said Standard & Poor's credit analyst Jean Stout.
"Nevertheless, leverage is very high following the buyout."
The company operates in the Philippines, Puerto Rico and the United Kingdom.
SMART MODULAR: Ezra Perlman Resigns as Director
-----------------------------------------------
SMART Modular Technologies (WWH), Inc., disclosed that Ezra Perlman’s
resignation as a director became effective
June 5, 2007.
Mr. Perlman’s resignation was consistent with the company's need to
increase the number of independent directors as it is no longer a
controlled company and was not related to any disagreement with the
company regarding its operations, policies or practices.
The company also announced that the Board of Directors, upon the
recommendation of its Nominating and Corporate Governance Committee,
appointed D. Scott Mercer as a director, effective June 5, 2007, to fill
the vacancy created by Mr. Perlman’s resignation. Mr. Mercer also has been
appointed to serve on the Audit Committee.
There are no arrangements or understandings between Mr. Mercer and the
company or any other persons pursuant to which he was appointed as a
director. There are no transactions or proposed transactions to which the
company was or is a party in which Mr. Mercer has a direct or indirect
material interest. Mr. Mercer will be compensated as a director pursuant
to the company’s compensation policy for non-employee independent
directors.
About SMART Modular
SMART Modular Technologies (WWH) Inc. (Nasdaq: SMOD) --
http://www.smartm.com/-- designs, manufactures and supplies
electronic subsystems to original equipment manufacturers, or
OEMs. SMART offers more than 500 standard and custom products to OEMs
engaged in the computer, industrial, networking, gaming,
telecommunications, and embedded application markets.
The company has design centers in California, South Korea and
Massachusetts. Its manufacturing facilities are located in California,
Malaysia, Brazil, Dominican Republic and Puerto Rico.
* * *
Moody's Investors Service assigned a B2 rating to SMART Modular
Technologies (WWH) Inc.'s $125 million senior secured second lien notes
due 2012 issued under Rule 144A.
Standard & Poor's Ratings Services assigned its B+ corporate
credit rating to Fremont, California-based SMART Modular
Technologies (WWH) Inc.
=================
V E N E Z U E L A
=================
ARVINMERITOR: Files Shelf Registration for Notes Resale
-------------------------------------------------------
ArvinMeritor Inc. has filed a shelf registration statement with the U.S.
Securities and Exchange Commission to register the resale by holders of up
to US$200,000,000 of its 4.00% Convertible Senior Notes due 2027 and the
shares of the company's common stock issuable upon conversion of the
Notes. As previously announced, the Notes were issued in a private
placement in February 2007. The company will not receive any proceeds of
any resales that may be made under the registration statement, which
became effective automatically upon filing.
Headquartered in Troy, Michigan, ArvinMeritor, Inc. (NYSE: ARM)
-- http://www.arvinmeritor.com/-- is a premier USUS$8.8
billion global supplier of a broad range of integrated systems,
modules and components to the motor vehicle industry. The
company serves light vehicle, commercial truck, trailer and
specialty original equipment manufacturers and certain
aftermarkets. ArvinMeritor employs approximately 29,000 people
at more than 120 manufacturing facilities in 25 countries.
These countries are: China, India, Japan, Singapore, Thailand,
Australia, Venezuela, Brazil, Argentina, Belgium, Czech
Republic, France, Germany, Hungary, Italy, Netherlands, Spain,
Sweden, Switzerland, United Kingdom, among others. ArvinMeritor
common stock is traded on the New York Stock Exchange under the
ticker symbol ARM.
* * *
As reported in the Troubled Company Reporter on Feb. 12, 2007
Dominion Bond Rating Service assigned a rating of BB (low) to
the USUS$175 million Convertible Senior Unsecured Notes of
ArvinMeritor Inc. DBRS says the trend is stable.
As reported on on Feb. 6, 2007, Moody's Investors Service has
downgraded ArvinMeritor's Corporate Family Rating to Ba3 from
Ba2. Ratings on the company's secured bank obligations and
unsecured notes were lowered one notch as a result.
Ratings lowered:
ArvinMeritor Inc.
-- Corporate Family Rating to Ba3 from Ba2
-- Senior Secured bank debt to Ba1, LGD-2, 20% from Baa3,
LGD-2, 18%
-- Senior Unsecured notes to B1, LGD-4, 65% from Ba3,
LGD-4, 64%
-- Probability of Default to Ba3 from Ba2
-- Shelf unsecured notes to (P)B1, LGD-4, 65% from (P)Ba3,
LGD-4, 64%
Arvin Capital I
-- Trust Preferred to B2, LGD-6, 96% from B1, LGD-6, 96%
Arvin International PLC
-- Unsecured notes guaranteed by ArvinMeritor Inc. to B1,
LGD-4, 65% from Ba3, LGD-4, 64%
Ratings affirmed:
ArvinMeritor Inc.
-- Speculative Grade Liquidity rating, SGL-2
CITGO PETROLEUM: Renews Contract with Rural/Metro Corp.
-------------------------------------------------------
Citgo Petroleum Corporation has renewed its contract with Rural/Metro
Corp., an ambulance and fire-protection services provider, the Associated
Press reports, citing Rural/Metro.
Rural/Metro told the AP that the new contract was for three years. It
would generate US$2.4 million in sales yearly.
According to the AP, the renewal began retroactively on
April 1, 2007. It covers industrial firefighting services at a Citgo
Petroleum facility in Lake Charles, Louisiana.
Rural/Metro has provided emergency services to Citgo Petroleum's oil
refinery, lubricants plant and wax plant since 1999, the AP states.
Headquartered in Houston, Texas, Citgo Petroleum Corp. --
http://www.citgo.com/-- is owned by PDV America, an indirect,
wholly owned subsidiary of Petroleos de Venezuela SA, the state-owned oil
company of Venezuela.
Petroleos de Venezuela is Venezuela's state oil company in charge of the
development of the petroleum, petrochemical, and
coal industry, as well as planning, coordinating, supervising,
and controlling the operational activities of its divisions,
both in Venezuela and abroad.
* * *
Standard and Poor's Ratings Services assigned a 'BB' rating on
Citgo Petroleum Corp. in Feb. 14, 2006.
Citgo Petroleum carries Fitch's BB- Issuer Default Rating.
Fitch also rates the company's US$1.15 billion senior secured
revolving credit facility maturing in 2010 at 'BB+', its US$700 million
secured term-loan B maturing in 2012 at 'BB+', and its senior secured
notes at 'BB+'.
DAIMLERCHRYSLER: Warrant Holder Wants to Exercise Right to Trust
----------------------------------------------------------------
DaimlerChrysler AG disclosed that the U.S. Bank Trust National
Association, Trustee, has received notice that the call warrant holder has
exercised its right to purchase the assets of the Trust on June 12, 2007.
The notice was in connection to the Standard Terms for Trust Agreements
dated as of Jan. 16, 2001, as supplemented by the Series Supplement,
DaimlerChrysler Debenture-Backed Series
2004-3 Trust, dated as of Feb. 11, 2004, in respect of the Corporate
Backed Trust Certificates, DaimlerChrysler Debenture-Backed Series 2004-3
with Lehman ABS Corporation, as depositor.
If the Trustee receives the call price by 10:00 a.m. on the Redemption
Date, then the certificates issued by the Trust will be redeemed in full
on the Redemption Date at a price of US$25 principal plus US$0.36579306
accrued interest to the Redemption Date per Trust Certificate.
No interest will accrue on the Certificates after the Redemption Date. If
the Trustee does not receive the Call Price, then (i) the Certificates
issued by the Trust will continue to accrue interest as if no exercise
notice had been given and (ii) the call warrant holder may elect to
deliver a conditional notice of exercise in the future.
For more information about this conditional redemption, please contact
David J. Kolibachuk of U.S. Bank Trust National Association at
212-361-2459.
Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:
DCX) -- http://www.daimlerchrysler.com/-- develops, manufactures,
distributes, and sells various automotive products, primarily passenger
cars, light trucks, and commercial vehicles worldwide. It primarily
operates in four segments: Mercedes Car Group, Chrysler Group, Commercial
Vehicles, and Financial Services.
The company's worldwide operations are located in: Canada,
Mexico, United States, Argentina, Brazil, Venezuela, China,
India, Indonesia, Japan, Thailand, Vietnam, and Australia.
The Chrysler Group segment offers cars and minivans, pick-up
trucks, sport utility vehicles, and vans under the Chrysler, Jeep, and
Dodge brand names. It also sells parts and accessories under the MOPAR
brand.
The Chrysler Group is facing a difficult market environment in the United
States with excess inventory, non-competitive legacy costs for employees
and retirees, continuing high fuel prices and a stronger shift in demand
toward smaller vehicles. At the same time, key competitors have further
increased margin and volume pressures -- particularly on light trucks --
by making significant price concessions. In addition, increased interest
rates caused higher sales & marketing expenses.
In order to improve the earnings situation of the Chrysler Group
As quickly and comprehensively, measures to increase sales and cut costs
in the short term are being examined at all stages of the value chain, in
addition to structural changes being reviewed as well.
DAIMLERCHRYSLER: Recalls 1,443 Faulty Chinese-Made Chrysler Cars
----------------------------------------------------------------
DaimlerChrysler AG is recalling 1,443 Chinese-made Chrysler 300C sedans
produced between March 21 and May 29 to fix defective transmission cooling
systems, Reuters reports, quoting a statement posted by China's General
Administration of Quality Supervision, Inspection and Quarantine on its
Web site.
According to the statement, imported Chrysler 300C cars were not affected.
It did not say, however, whether any accidents or personal injuries had
been linked to the defect, Reuters notes. DaimlerChrysler's Chinese joint
venture in Beijing began limited production of the 300C in 2005.
About DaimlerChrysler
Based in Stuttgart, Germany, DaimlerChrysler AG (NYSE:DCX) (FRA:DCX) --
http://www.daimlerchrysler.com/-- develops, manufactures, distributes,
and sells various automotive products, primarily passenger cars, light
trucks, and commercial vehicles worldwide. It primarily operates in four
segments: Mercedes Car Group, Chrysler Group, Commercial Vehicles, and
Financial Services.
The company's worldwide operations are located in: Canada, Mexico, United
States, Argentina, Brazil, Venezuela, China, India, Indonesia, Japan,
Thailand, Vietnam, and Australia.
The Chrysler Group segment offers cars and minivans, pick-up trucks, sport
utility vehicles, and vans under the Chrysler, Jeep, and Dodge brand
names. It also sells parts and accessories under the MOPAR brand.
The Chrysler Group is facing a difficult market environment in the United
States with excess inventory, non-competitive legacy costs for employees
and retirees, continuing high fuel prices and a stronger shift in demand
toward smaller vehicles. At the same time, key competitors have further
increased margin and volume pressures -- particularly on light trucks --
by making significant price concessions. In addition, increased interest
rates caused higher sales & marketing expenses.
In order to improve the earnings situation of the Chrysler Group as
quickly and comprehensively, measures to increase sales and cut costs in
the short term are being examined at all stages of the value chain, in
addition to structural changes being reviewed as well.
PETROLEOS DE VENEZUELA: Unit Controls 22 NatGas Fields
------------------------------------------------------
Venezuelan state-run oil company Petroleos de Venezuela SA said in a
statement that its unit PDVSA Gas was given control of 22 natural gas
fields between Guarico and Anzoategui.
Business News Americas relates that Petroleos de Venezuela's San Tome
exploration and production branch used to control the field, which produce
420,000 cubic meters per day.
The Venezuelan oil and energy ministry decided to grant PDVSA control of
the fields to meet natural gas output targets outlined in Petroleos de
Venezuela's 2005 Siembra Petrolera (Oil Harvest) plan.
PDVSA Gas' Production Manager Alcides Fermin said in a statement that the
company must produce 9.9 million cubic meters per day by 2012 to meet the
national production goal of 140 million cubic meters per day.
Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad. The company has a commercial office in China.
* * *
Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the absence
of timely financial and operating information.
PETROLEOS DE VENEZUELA: Forming Petrozumano with China National
---------------------------------------------------------------
The Venezuelan national assembly energy and mining commission said in a
statement that it has authorized state-owned oil firm Petroleos de
Venezuela SA to create Petrozumano, its joint venture with the China
National Petroleum Company.
Business News Americas relates that the agreement will be presented in a
general session of the pro-government unicameral national assembly for
final ratification.
As agreed, Petroleos de Venezuela will own 60% of Petrozumano, while the
China National will control 40%, BNamericas notes.
BNamericas states that Petrozumano will be able to explore for and extract
crude oil and natural gas in a 428-square-kilometer area in Anzoategui
for 25 years.
The terms were favorable to the Venezuelan government. Petrozumano would
also be allowed to provide services to other companies in the country,
commission head Angel Rodriguez said in the press release.
El Universal relates that Petrozumano won't directly export oil. It has
to sell everything it produces to Petroleos de Venezuela.
Venezuela sends some 300,000 barrels per day of oil to China. It will
send almost one million barrels of crude per day by 2012, BNamericas
states.
Petroleos de Venezuela SA -- http://www.pdv.com/-- is
Venezuela's state oil company in charge of the development of
the petroleum, petrochemical and coal industry, as well as
planning, coordinating, supervising and controlling the
operational activities of its divisions, both in Venezuela and
abroad. The company has a commercial office in China.
* * *
Standard & Poor's said on July 17 that it may lower the
company's B+ foreign-currency debt rating in part because of the absence
of timely financial and operating information.
***********
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 - Latin America is a daily newsletter
co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills,
Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland USA.
Marjorie C. Sabijon, Sheryl Joy P. Olano, Rizande delos Santos, and
Christian Toledo, Editors.
Copyright 2007. All rights reserved. ISSN 1529-2746.
This material is copyrighted and any commercial use, resale or publication
in any form (including e-mail forwarding, electronic re-mailing and
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Information contained herein is obtained from sources believed to be
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* * * End of Transmission * * *