/raid1/www/Hosts/bankrupt/TCR

/raid1/www/Hosts/bankrupt/TCR_Public/070608.mbx T R O U B L E D C O M P A N Y R E P O R T E R Friday, June 8, 2007, Vol. 11, No. 135 Headlines ACTUANT CORP: Prices $250MM Senior Notes Private Placement AIR JAMAICA: Moody's Puts B1 Rating to Gtd. Sr. Unsecured Notes AIR JAMAICA: S&P Rates $125 Million Notes at B AKINYEMI BAMISAIYE: Case Summary & 4 Largest Unsecured Creditors ALGOMA ACQUISITION: Moody's Junks Rating on $450 Million Notes ALL AMERICAN: Court OKs Asset Sale to Rock River & Secured Lenders AMERICAN CONSTRUCTORS: Case Summary & 18 Largest Unsec. Creditors AMERICAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors AMERICAN LODGING: Section 341(a) Meeting Scheduled for June 21 AMERICAN LODGING: Ch. 7 Trustee Hires Skekloff as Special Counsel AMP'D MOBILE: Organizational Meeting Scheduled on June 13 AMTROL INC: Closes $128MM Exit Financing; Emerges from Bankruptcy ASARCO LLC: Court OKs Bidding Procedures for Salt Lake Estate Sale ASSET ACCEPTANCE: Inks Expanded Credit Agreement ATLANTIS PLASTICS: V.M. Philbrook Named as President and CEO AMERICAN AXLE: Fitch Expects to Rate Senior Term Loan at BB BAMBI'S ROOFING: Case Summary & 20 Largest Unsecured Creditors BANC OF AMERICA: Fitch Puts Low-B Ratings on 6 Certificate Classes BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 2003-K Certs. BENTON PARTNERS: Case Summary & Nine Largest Unsecured Creditors BION ENVIRONMENTAL: Resumes Trading on OTC Bulletin Board CALPINE CORPORATION: Provides Chapter 11 Plan Draft to Creditors CALPINE CORP: Wants Deloitte's Tax Services Reallocated to KPMG CALPINE CORP: Equity Panel Taps Altos Management as Consultant CARDIMA INC: March 31 Balance Sheet Upside-Down by $19.8 Million CHILD CARE: Case Summary & 20 Largest Unsecured Creditors CII CARBON: Rain Calcining All-Cash Deal Cues S&P's Neg. Watch CLEVELAND-CLIFFS: Sells Wabush Interest to Consolidated Thompson CMS ENERGY: Commences Cash Tender Offer for its 7.5% Sr. Notes CONCENTRA INC: Moody's Assigns Corporate Family Rating at B2 CONCENTRA INC: S&P Lowers Corporate Credit Rating to B from B+ CYBER CONTINUITY: Section 341(a) Meeting Scheduled for June 28 CYBER CONTINUITY: Taps Much Shelist as Bankruptcy Counsel DANA CORP: Court OKs Sale of Fluid Products Businesses to Orhan DONALD MCCRABB: Case Summary & 17 Largest Unsecured Creditors EARTHSHELL CORP: Judge Gross Approves Disclosure Statement EARTHSHELL CORP: Plan Confirmation Hearing Slated for July 23 EMERSON REINSURANCE: Moody's Rates Two Debt Facilities at Low-B ENRON CORP: UBS Settles Equity Payment Suit for $115 Million FORD MOTOR: Navistar Files Lawsuit for Breach of Contract FOREST OIL: Completes Houston Exploration Acquisition GEORGE EVERETTS: Case Summary & 20 Largest Unsecured Creditors GLOBAL ENTERTAINMENT: Spector & Wong Raises Going Concern Doubt GLOWPOINT INC: Amper Politziner Raises Going Concern Doubt GUESS? INC: Earns $35.5 Million in First Quarter Ended May 5 HAIGHTS CROSS: Receives Default Notice on Senior Notes HAIGHTS CROSS: Default Notice Prompts S&P's Negative CreditWatch HAYES LEMMERZ: Unit Completes Tender Offer for 10-1/2% Sr. Notes HENDRX CORP: Posts $438,593 Net loss in Quarter Ended March 31 HOLLISTON MILLS: Court Approves James Neidhart as CRO HOLLISTON MILLS: Taps Young Conaway as Bankruptcy Counsel IDEARC INC: March 31 Balance Sheet Upside-down by $8.75 Billion INNOVATIVE TECHNOLOGY: Section 341(a) Meeting Scheduled on June 26 INNOVATIVE TECHNOLOGY: Can Use Provident's Cash Collateral INNOVATIVE TECHNOLOGY: Wants Stillwater as Financial Advisor INTERSTATE BAKERIES: Has Until October 5 to File Chapter 11 Plan INTERSTATE BAKERIES: Court Okays Kent Magill Employment Deal ION MEDIA: CIG and Citadel Completes Initial Tender Offer JAMES GREEN: Case Summary & 13 Largest Unsecured Creditors KEYSTONE AUTOMOTIVE: Moody's Cuts Ratings on Weak Credit Metrics M. GRANDE RESORT: Section 341(a) Meeting Scheduled for June 29 MONARCH COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors MONTECITO BROADCAST: Sale Exploration Cues S&P's Negative Watch MYSTIC RE: S&P Rates $150 Million 2007-1 Class A Notes at B+ MYSTIQUE ENERGY: Calgary Oil Company Buys Oil Assets for $19.2MM NATURALLY ADVANCED: Posts $134,818 Net Loss in Qtr. Ended March 31 NIGHTHAWK RADIOLOGY: Moody's Assigns Ba3 Corporate Family Rating NIGHTHAWK RADIOLOGY: S&P Puts Corporate Credit Rating at B+ NORTHERN BOULDER: Voluntary Chapter 11 Case Summary NOVELIS CORP: Moody's Rates $860 Million Senior Notes at Ba2 OPTION ONE: Moody's Rates Class Class M-10 Certificates at Ba1 ORTHOMETRIX INC: Losses Spurs Radin Glass' Going Concern Doubt OTAY VALLEY: Case Summary & Six Largest Unsecured Creditors PAC-WEST TELECOMM: Court Gives Final Nod on $18.5MM DIP Financing PIER 1: Enters Second Amendment to Credit Agreement PORTRAIT CORP: Court Sets July 11 Plan Confirmation Hearing PRUDENTIAL EQUITY: Equity Research Operations Discontinued PUIG INC: Wants Ronald Glass as Chief Restructuring Officer QWEST COMMS: Operations EVP Barry Allen to Retire REAL ESTATE: S&P Rates CDN$1.32 Mil. Class L Certificates at B- RELIANT ENERGY: Prices Offering for 7.625% and 7.875% Sr. Notes REPRO-MED SYSTEMS: Myler & Company Raises Going Concern Doubt RICHARD DAVIS: Voluntary Chapter 11 Case Summary SAINT VINCENTS: Files Plans of Reorganization & Liquidation SANMINA-SCI: Intends to Offer $600 Million of Senior Notes SANMINA-SCI: Fitch Rates Proposed $600 Million Notes at BB+ SANMINA-SCI: Moody's Rates $600 Million Senior Notes at Ba3 SANMINA-SCI: S&P Rates $600 Million Floating-Rate Notes at B+ SPECTRUM BRANDS: A. Genito Promoted to Chief Financial Officer STAR HILL: Case Summary & 20 Largest Unsecured Creditors STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1 TAPE BORROWER: Moody's Junks Rating on Sr. Secured Term Loan C TOWER AUTOMOTIVE: Judge Gropper Approves Disclosure Statement TOWER AUTOMOTIVE: Plan Confirmation Hearing Scheduled on July 11 TRIPOS INC: Completes Sale of R&D Business to Commonwealth Biotech TROPICANA ENT: Lenders OK Interest Rate Reduction on Facilities UNIVERSAL HOSPITAL: Completes Sale to Bear Stearns U.S. ENERGY: Discloses $67.1 Mil. Final Payment to Countryside W&T OFFSHORE: Launches $450 Million Senior Notes Offering WESTON NURSERIES: Asks July 31 Extension to Modify Plan * Dan Scouler Creates Restructuring Firm Scouler & Company * BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed Companies (Revised Edition) ********* ACTUANT CORP: Prices $250MM Senior Notes Private Placement ---------------------------------------------------------- Actuant Corporation has priced its private placement of $250 million aggregate principal amount of 6.875% Senior Notes due 2017. The Senior Notes will be issued at a price of 99.607%, to yield 6.93%. The sale of the senior notes is expected to close on or about June 12, 2007. The company will use the net proceeds from the offering to refinance a portion of its term loans under its senior credit facility and to pay certain transaction costs and expenses. The senior notes have not been registered under the Securities Act of 1933, as amended, and may not be offered or sold within the United States or to, or for the account or benefit of, U.S. persons except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act. Accordingly, the notes are being offered and sold only to: (a) "qualified institutional buyers", as defined in Rule 144A under the Securities Act, and (b) outside the United States, to non-U.S. persons in compliance with Regulation S under the Securities Act. About Actuant Corp. Based in Butler, Wisconsin, Actuant Corp. (NYSE:ATU) -- http://www.actuant.com/-- is a diversified industrial company with operations in more than 30 countries. The Actuant businesses are market leaders in highly engineered position and motion control systems and branded hydraulic and electrical tools and supplies. Since its creation through a spin-off in 2000, Actuant has grown its sales from $482 million to over $1.3 billion and its market capitalization from $113 million to over $1.3 billion. The company employs a workforce of more than 6,700 worldwide. * * * As reported in the Troubled Company Reporter on June 6, 2007, Standard & Poor's Ratings Services assigned its 'BB-' rating to Actuant Corp.'s proposed $250 million senior unsecured notes due 2017. The proceeds from the notes will be principally used to repay a portion of borrowings under the company's senior credit facility due 2009. AIR JAMAICA: Moody's Puts B1 Rating to Gtd. Sr. 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 Ba1 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 $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. AIR JAMAICA: S&P Rates $125 Million Notes at B ---------------------------------------------- Standard & Poor's Ratings Services assigned its 'B' rating to Air Jamaica Ltd.'s $125 million notes due 2027. The rating on the Air Jamaica notes, which is equal to the long- term foreign currency rating on the sovereign, is based on the government's unconditional guarantee of both principal and interest payments, and is subject to final review of the guarantee documentation and proper parliament approval. With the new notes, Air Jamaica will use $35.0 million to repay principal advances made to the company by the government from funds received under the Venezuelan oil product financing agreement, $38 million to pay a portion of its current outstanding debt, and the remaining $50.0 million to finance capital expenditures and repay trade liabilities. On Dec. 23, 2004, the government purchased 72.3% of the outstanding shares of Air Jamaica, giving it total control of the airline. The government had privatized the airline in 1994, but took control of it following major losses in recent years. S&P believe that the airline will require more government support in the next few years to continue operations, due to strong competition from other international airlines, as well as its vulnerable cost structure. The ratings on Jamaica are supported by the government's ongoing commitment to fiscal discipline and debt reduction. This, together with the favorable external situation in 2006, helped maintain macroeconomic stability and support the growing confidence of domestic businesses and international investors. Lower interest rates further boosted investment, leading to higher economic growth. Real GDP grew by an estimated 2.6% in 2006, the best performance during the past decade. Despite the obvious positive developments, long-standing challenges continue to hinder an improvement in debt trends -- a main factor constraining S&P's ratings on Jamaica. AKINYEMI BAMISAIYE: Case Summary & 4 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Akinyemi O. Bamisaiye 13675 Nichols Drive Clarksville, MD 21029 Bankruptcy Case No.: 07-15107 Chapter 11 Petition Date: June 4, 2007 Court: District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: Darryl Armfield Kelley, Esq. 6944 Allentown Road Camp Springs, MD 20748 Tel: (301) 449-6200 Fax: (301) 449-3715 Total Assets: $1 Million to $100 Million Total Debts: $1 Million to $100 Million Debtor's Four Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Argyle Land Company, Inc. $100,000 dba Argyle Country Club 14600 Argyle Club Road Silver Spring, MD 20906 DaimlerChrysler Corp. 2000 Jeep Cherokee $6,000 2050 Roanoke Road value of security: Roanoke, TX 76262 Maryland Financial and $4,700 Real Estate Trust c/o Benjamin M. Decker, P.A. 5602 Balto National Pike, Suite 106 Catonsville, MD 21228 Howard County-- County $2,000 Attorney ALGOMA ACQUISITION: Moody's Junks Rating on $450 Million Notes -------------------------------------------------------------- Moody's Investors Service assigned a B3 corporate family rating to Algoma Acquisition Corp., a newly-created holding company that has been set up to facilitate the acquisition of Algoma Steel Inc. Moody's also assigned a B3 rating to the company's $450 million secured term loan due 2013 and a Caa1 rating to its $450 million senior unsecured notes due 2015. The rating outlook is stable. This is the first time Moody's has rated the debt of Algoma since it emerged from bankruptcy in 2002. The new financing is being done in connection with the purchase of the company by Essar Steel Holdings Limited for CDN$1.8 billion, including approximately CDN$1.2 billion of debt, CDN$0.5 billion of equity, and cash. These ratings were assigned: -- Corporate family rating - B3; -- Probability of default rating -- B3; -- $450 million secured term loan due 2013 -- B3 (LGD3, 47%); -- $450 million senior unsecured notes due 2015 -- Caa1 (LGD5, 76%); -- Speculative grade liquidity rating -- SGL-3. Algoma's ratings reflect its very high leverage, single-site location, modest scale, and lack of control over raw material prices. It is dependent predominantly on commodity grades of sheet steel, where it competes with much larger and better- capitalized companies having relatively lower retiree liabilities. Moody's believes that the company has a high degree of operating leverage. This has contributed to strong results in the current upmarket but makes it vulnerable to soft demand and price declines. Over the last several years, hot rolled sheet products have exhibited more volatility than most steel products, experiencing quarterly price drops of $50-90 per ton (9-14% declines) during the mid-2005 and year-end 2006 periods. As the prices that Algoma pays for its iron ore and coal are determined by long-term contracts, its margins in the short term are highly correlated with steel selling prices. Over the next several years, Moody's expects new owner ESH to promote Algoma's investment in a number of capital projects designed to increase its capacity, productivity and proportion of non-commodity products. The projects could consume all of Algoma's operating cash flow. Some of these projects can be delayed if market conditions do not justify the expenditures, but several are needed to better match steelmaking and rolling capacity and, in Moody's opinion, ensure that Algoma's value-added product capabilities do not fall behind those of its competitors. In 2007, Algoma expects to spend CDN$146 million in capex, nearly three times its 2004-2006 average levels, We believe this capex will continue at the higher level for several years, which, when combined with Algoma's high interest expense, could significantly delay debt reduction throughout the current upcycle for the steel industry. The ratings positively reflect Algoma's relatively low cost hot rolled steel making capabilities, using its Direct Strip Production Complex, and favorable steel industry fundamentals. Algoma's pro forma debt will be CDN$1.22 billion and CDN$1.4 billion using Moody's standard adjustments for underfunded pensions (CDN$164 million) and leases (CDN$14 million). On the basis of adjusted debt per tons shipped, Algoma's CDN$578 per ton is the highest of any steel company Moody's rates. Adjusted debt to LTM March 31, 2007 revenues is also high at 73%. The SGL-3 speculative grade liquidity rating considers Algoma's modest, and possibly negative, free cash flow over the next 12 months and its high reliance on its $425 million asset-based revolving credit facility, which will be 50% utilized upon closing of the acquisition. Algoma Steel Inc., headquartered in Sault Ste. Marie, Ontario, is the third largest integrated steel producer in Canada, accounting for approximately 15% of Canadian raw steel production. About 80% of Algoma's sales are sheet products, with plate products accounting for the balance. Of 2006 revenues of CDN$1.9 billion, 65% and 35% were from sales in Canada and the U.S., respectively. Algoma's principal end markets are steel service centers, the automotive industry, steel fabricators and manufacturers. Essar Steel Holdings Limited is the second-largest private sector steel producer in India. ESH is a wholly-owned, Mauritius-based subsidiary of Indian conglomerate, Essar Global Limited. Essar recently announced the acquisition of Minnesota Steel LLC, a greenfield mine-to-steel project located near Nashwauk, Minnesota. ALL AMERICAN: Court OKs Asset Sale to Rock River & Secured Lenders ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Florida gave authority to All American Semiconductor, Inc. to proceed with the sale of substantially all of its assets to a two-party consortium of Rock River Capital LLC and its senior secured lenders, for which Harris N.A. acts as agent. The aggregate purchase price from the auction is $15.2 million and will be paid to Harris N.A. as agent for the senior secured lenders in the form of a reduction in the senior secured lenders' secured claim. As reported in the Troubled Company Reporter on June 6, 2007, Rock River Capital was 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. Rock River did not purchase the company's commercial tort claims, avoidance actions, accounts receivable and certain other miscellaneous assets. The company's senior secured lenders were the successful bidders for its accounts receivable. None of the company's commercial tort claims or avoidance actions was sold. About All American Semiconductor Based 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, the company had total assets of $117,634,000 and total debts of $106,024,000. AMERICAN CONSTRUCTORS: Case Summary & 18 Largest Unsec. Creditors ----------------------------------------------------------------- Debtor: American Constructors of North Carolina, Inc. 3280 Charles Boulevard, Suite A Greenville, NC 27858 Bankruptcy Case No.: 07-02083 Chapter 11 Petition Date: June 6, 2007 Court: Eastern District of North Carolina (Wilson) Judge: J. Rich Leonard Debtor's Counsel: Trawick H. Stubbs, Jr., Esq. Stubbs & Perdue, P.A. P.O. Box 1654 New Bern, NC 28563 Tel: (252) 633-2700 Fax: (252) 633-9600 Total Assets: $1,023,843 Total Debts: $2,069,541 Debtor's List of its 18 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ ER Lewis Construction Co. $516,040 P.O. Box 565 Greenville, NC 27835 The Little Bank $426,036 P.O. Box 279 Kinston, NC 28502 Stock Building Supply $98,796 P.O. Box 404934 Atlanta, GA 30384 Rogister/Braswell Plumbing $78,635 Abraham's Painting $56,639 Carolina Heating & Air $50,296 Carolina Floor Systems $41,790 Brooks Dry Wall, Inc. $40,812 Ready Mix Concrete Co. $38,814 Hanover Design Services $35,001 Whirlpool Builder $34,734 Marsh Furniture Company $32,716 Consolidated Distribution $31,924 Trusswood, Inc. $29,693 ABC Supply Co., Inc. $27,773 Interior Trim Logistics $26,449 Hectro Trejois $26,323 Larry's Carpet One $25,315 AMERICAN LANDMARK: Case Summary & 20 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: American Landmark Group, Inc. 1501 Canton Road Marietta, GA 30066 Bankruptcy Case No.: 07-69070 Chapter 11 Petition Date: June 6, 2007 Court: Northern District of Georgia (Atlanta) Judge: Paul W. Bonapfel Debtor's Counsel: G. Frank Nason, IV, Esq. Lamberth, Cifelli, Stokes & Stout, P.A. Suite 550, 3343 Peachtree Road Northeast Atlanta, GA 30326 Tel: (404) 262-7373 Fax: (404) 262-9911 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's List of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Merchants Metals $126,401 276 First Street Forest Park, GA 30297 ADT $100,868 c/o John N. Pappanastos 4131 Carmichael Road, Suite 2 Montgomery, AL 36106 G-Plex, Inc. $100,563 Peach State Manufacturing P.O. Box 2244 Tuscaloosa, AL 35403 Poly Vinyl Creations $65,071 Home Depot $65,070 Bell South Advertising $63,368 Bank of America $50,062 Aruvil International, Inc. $48,058 Capital Wholesale Fence Co. $32,219 Circle "A" Fence, Inc. $31,788 Fastening Solutions $27,399 Atlanta Journal - Value Clipper $21,646 Controlled Products Systems $20,029 Yellow Book USA $16,351 DataNational $11,099 Cypress Communications $8,644 Corcoran Forest Products $7,800 Blue Cross/Blue Shield of Georgia $7,499 HD Supply/White Cap Const. $7,032 Moore Ingram Johnson & Steele $7,014 AMERICAN LODGING: Section 341(a) Meeting Scheduled for June 21 -------------------------------------------------------------- The U.S. Trustee for Region 10 will convene a meeting of American Lodging Inc.'s creditors at 11:00 p.m., June 21, 2007, at 3:00 p.m. at Room 1194, Federal Building (Fort Wayne). This is the first meeting of creditors after the Debtors' chapter 11 case was converted to a Chapter 7 liquidation proceeding. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Indianapolis, Ind., American Lodging Inc. aka Relax Inn operates a hotel and inn. The company filed a chapter 11 petition on November 10, 2006 (Bankr. N.D. Ind. Case No. 06-12067). Scot T. Skekloff, Esq., at Skekloff, Adelsperger & Kleven, LLP represents the Debtor. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor sought protection from its creditors, it listed assets and debts between $1 million to $100 million. On May 24, 2007, the Court converted the Debtor's case to a Chapter 7 liquidation proceeding. R. David Boyer has been appointed as Trustee. AMERICAN LODGING: Ch. 7 Trustee Hires Skekloff as Special Counsel ----------------------------------------------------------------- R. David Boyer, the appointed Chapter 7 Trustee for American Lodging Inc.'s bankruptcy case, asks the United States Bankruptcy Court for the Northern District of Indiana for permission to employ Skekloff, Adelsperger & Kleven, LLP, as his special counsel. The firm is expected to pursue preferential transfer action and related actions against D.I. of Natchez, Inc., Mid Town Acquisition Company and Vine Garden Limited Partnership. Scot T. Skekloff, Esq., a partner of the firm, will bill $220 per hour for this engagement. Mr. Skekloff can be reached at: Scot T. Skekloff, Esq. Skekloff, Adelsperger & Kleven, LLP 927 S Harrison Street Fort Wayne, IN 46802 Tel: (260) 407-7000 Fax: (260) 407 7137 http://www.sak-law.com/ Headquartered in Indianapolis, Ind., American Lodging Inc. aka Relax Inn operates a hotel and inn. The company filed a chapter 11 petition on November 10, 2006 (Bankr. N.D. Ind. Case No. 06-12067). Scot T. Skekloff, Esq., at Skekloff, Adelsperger & Kleven, LLP represents the Debtor. No Official Committee of Unsecured Creditors has been appointed in this case. When the Debtor sought protection from its creditors, it listed assets and debts between $1 million to $100 million. On May 24, 2007, the Court converted the Debtor's case to a Chapter 7 liquidation proceeding. R. David Boyer has been appointed as Trustee. AMP'D MOBILE: Organizational Meeting Scheduled on June 13 --------------------------------------------------------- Kelly Beaudin Stapleton, the U.S. Trustee for Region 3, will hold an organizational meeting to appoint an official committee of unsecured creditors in Amp'd Mobile Inc.'s Chapter 11 case on June 13, 2007, 1:30 p.m., at Room 5209, J. Caleb Boggs Federal Building, 844 King Street, in Wilmington, Delaware. The sole purpose of the meeting will be to form a committee or committees of unsecured creditors in the Debtor's cases. The meeting is not the meeting of creditors pursuant to Section 341 of the Bankruptcy Code. However, a representative of the Debtor will attend and provide background information regarding the cases. Creditors interested in serving on a Committee should complete and return to the U.S. Trustee a statement indicating their willingness to serve on an official committee. Official creditors' committees, constituted under Section 1102 of the Bankruptcy Code, ordinarily consist of the seven largest creditors who are willing to serve on a committee. In some Chapter 11 cases, the U.S. Trustee is persuaded to appoint multiple creditors' committees. Official creditors' committees have the right to employ legal and accounting professionals and financial advisors, at the Debtor's expense. They may investigate the Debtor's business and financial affairs. Importantly, official committees serve as fiduciaries to the general population of creditors they represent. Those committees will also attempt to negotiate the terms of a consensual Chapter 11 plan -- almost always subject to the terms of strict confidentiality agreements with the Debtors and other core parties-in-interest. If negotiations break down, the Committee may ask the Bankruptcy Court to replace management with an independent trustee. If the Committee concludes that the reorganization of the Debtors is impossible, the Committee will urge the Bankruptcy Court to convert the Chapter 11 cases to a liquidation proceeding. Headquartered in Los Angeles, Calif., Amp'd Mobile Inc. aka Amp'D Mobile LLC -- http://www.ampd.com/-- is a mobile virtual network operator that provides voice, text and entertainment content to subscribers who contract for cellular telephone service. The company filed for chapter 11 protection on June 1, 2007 (Bankr. D. Del. Case No. 07-10739). Steven M. Yoder, Esq., Eric M. Sutty, Esq. and Mary E. Augustine, Esq. at The Bayard Firm represent the Debtor in its restructuring efforts. When it sought bankruptcy, Amp'D Mobile listed total assets of between $1 million to $100 million and estimated debts of more than $100 million. The Debtor's exclusive period to file a plan expires on Sept. 29, 2007. (Amp'd Mobile Bankruptcy News, Issue No. 3; Bankruptcy Creditors'Service Inc. http://bankrupt.com/newsstand/ or 215/945-7000) AMTROL INC: Closes $128MM Exit Financing; Emerges from Bankruptcy ----------------------------------------------------------------- AMTROL Inc. and its debtor-affiliates have emerged from their Chapter 11 reorganization after the closing of a $128 million exit financing facility. The closing followed the May 24, 2007 confirmation of the Debtors' First Amended Joint Chapter 11 Plan of Reorganization by the U.S. Bankruptcy Court for the District of Delaware, proposed by the Debtors and their Official Committee of Unsecured Creditors. The Plan received 100% approval from the holders of AMTROL's Senior Subordinated Notes with more than 98% of the holders electing to receive equity in exchange for their Notes. Pursuant to the Plan, the new equity holders, led by Newport Global Advisors, have converted their Notes into equity in the reorganized company. The restructuring has reduced the company's debt by 45% and greatly lowered its cost of debt capital and interest expense. "We are very excited about the new beginning for AMTROL provided by this new capital structure and the strategic backing of Newport Global Advisors. The past several years have seen AMTROL, a long- time industry leader, burdened by too much debt. We look forward to investing in the company, its people and products much more aggressively than the previous capital structure permitted," said Larry T. Guillemette, Chairman and CEO of the company. Merrill Lynch and Credit Suisse arranged the $128 million exit financing that enabled the company to emerge from bankruptcy. The money was used to repay the debtor-in-possession financing in place during the restructuring, to pay the few Note holders that elected cash as well as the costs and expenses of the bankruptcy cases and to fund the ongoing operations of the company. Since the filing in December 2006, AMTROL has continued to operate in the normal course of business and has experienced no disruptions during the Chapter 11 reorganization process. All of the company's manufacturing and distribution facilities have remained open and have continued to serve customers in the normal course. The company's foreign operations were not involved in the bankruptcy cases. About Amtrol Inc. Based in West Warwick, Rhode Island, Amtrol Inc. -- http://www.amtrol.com/-- manufactures and markets water storage and pressure control products, water heaters and cylinders. The company's major products include pressure tanks used in well water, hydronic heating and potable hot water applications, indirect-fired water heaters, and both LPG and disposable refrigerant gas cylinders. The company and three of its affiliates filed for chapter 11 protection on Dec. 18, 2006 (Bankr. D. Del. Lead Case No. 06-11446). Douglas Gray, Esq., Stuart J. Brown, Esq., and William E. Chipman Jr., Esq., at Edwards Angell Palmer & Dodge LLP, represent the Debtors. The Debtor's financial advisor is Miller Buckfire & Co., LLC. Kara Hammond Coyle, Esq., and Pauline K. Morgan, Esq., at Young Conaway Stargatt & Taylor LLP, represent the Official Committee of Unsecured Creditors. As of Apr. 1, 2006, the Debtors' consolidated financial condition showed $229,270,000 in total assets and $235,802,000 in total debts. The Court confirmed the Debtors' First Amended Joint Plan of Reorganization on May 24, 2007. ASARCO LLC: Court OKs Bidding Procedures for Salt Lake Estate Sale ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Southern District of Texas has approved the bidding procedures to govern the sale of ASARCO LLC and its debtor-affiliates' approximately 6.9 acres of real property located in Salt Lake City, Utah, to Western States Lodging, LLC, for $2,200,000. The Court orders that all qualifying bids must be submitted on or before June 15, 2007, to Tom Aldrich, Ruth Kern, Jack Gracie, Baker Botts, LLP, and Reed Smith, LLP. Any party who wants to submit a Competing Offer must accompany that offer with a $76,000 good faith deposit, which will be wired to First American Title Insurance Agency, LLC, as the escrow agent. If one or more Qualifying Bids are received, an auction will be conducted on June 20, 2007, at the offices of NAI Utah Commercial Real Estate, Inc., at 343 East 500 South, in Salt Lake City, Utah. During the Auction, bidding will begin with the highest Qualifying Bid and subsequently continue in minimum increments of at least $10,000 higher than the previous bid. If no bid is received other than the bid submitted by Western States, then a sale hearing will be held on June 29, 2007. As reported in the Troubled Company Reporter on May 23, 2007, the Debtors had asked the Court to approve the procedures to govern the auction of the Property: (1) To be deemed a Qualifying Bidder, interested bidders must deliver to Tom Aldrich, Ruth Kern, Jack Gracie, Baker Botts, L.L.P., and Reed Smith LLP, a written bid to be received no later than June 15, 2007. (2) Competing Offers must, among other things, be accompanied by a good faith deposit of $76,000, which will be wired the Escrow Agent and must state provide adequate and sufficient information to demonstrate that the bidder has a financial commitment and the ability to consummate the transaction. (3) If more than one Qualifying Bid is received, an auction will be held at 10:00 a.m., on June 20, 2007, at the offices of NAI Utah Commercial Real Estate, Inc., at 343 East 500 South, in Salt Lake City, Utah. (4) Bidding will begin with the highest Qualifying Bid and subsequently continue in minimum increments of at least $10,000 higher than the previous bid. (5) If ASARCO consummates a sale transaction with a bidder other than Western States, ASARCO will pay Western States $66,000 as a Break-Up Fee. (6) If no other Qualifying Bid is received, a hearing to consider the sale of the Property to Western States will be held on June 29, 2007. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. The Company filed for chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services And investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When the Debtor filed for protection from its creditors, it listed $600 million in total assets and $1 billion in total debts. The Debtor has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Details about their asbestos-driven chapter 11 filings have appeared in the Troubled Company Reporter since Apr. 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05-21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for chapter 11 protection on Dec. 12, 2006 (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). The Debtors' exclusive period to file a plan expires on Aug. 9, 2007. (ASARCO Bankruptcy News, Issue No. 47; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000) ASSET ACCEPTANCE: Inks Expanded Credit Agreement ------------------------------------------------ Asset Acceptance Capital Corp. has entered into an expanded credit agreement containing a $100 million revolving credit facility and a $150 million term loan facility. As a result, the company has satisfied the financing condition of the company's modified "Dutch auction" tender offer. As with the company's former revolving credit facility, the new $100 million revolving credit facility will be used to supplement cash flows available for the acquisition of purchased receivables, in addition to other general corporate purposes. Furthermore, the new facility includes an accordion loan feature which permits a $25 million credit limit extension, should the company require additional access to capital to support future operations. The new revolving credit facility has a five-year-term expiring June 12, 2012. In addition to the new revolving credit facility, the expanded credit agreement also contains a $150 million term loan facility, which the company will use to fund a plan to return $150 million to shareholders. The new term loan facility will mature on June 12, 2013 and will amortize $1.5 million per year, in quarterly installments beginning on or about Sept. 30, 2007, with any remaining principal due at final maturity. "By entering into this new term loan facility that will be used to provide a significant, direct return of cash to the company's shareholders, the company believes that it has improved the company's capital structure," Brad Bradley, chairman, president and CEO of Asset Acceptance Capital Corp., said. "At the same time, retaining and extending its $100 million revolving credit facility gives the company continued access to liquidity to take advantage of opportunities to purchase paper or invest in other strategic alternatives that may arise. "The company is pleased with the interest from lenders in the market and as a result, the favorable financing terms it obtained in this new credit agreement. The company remains committed to managing shareholder capital in a prudent and disciplined manner." JPMorgan Chase Bank acted as the lead lender participating in the expanded credit agreement. Shareholders may obtain free copies of the offer to purchase and other related materials that have been filed by the company with the Securities and Exchange Commission, from Mackenzie Partners Inc., the company's information agent, by calling toll-free 800- 322-2885. About Asset Acceptance Headquartered in Warren, Michigan, Asset Acceptance Capital Corp. (Nasdaq: AACC) -- http://www.AssetAcceptance.com/-- purchases charged-off consumer debt from credit issuers, and then uses proprietary methods to collect on these receivables. * * * As reported in the Troubled Company Reporter on May 11, 2007, Standard & Poor's Rating Services assigned its 'BB-' long-term counterparty credit rating to Asset Acceptance Capital Corp. In addition, S&P assigned a 'BB' rating to the company's six-year, $150 million, first-lien, senior secured term loan and five-year $100 million senior secured credit facility. ATLANTIS PLASTICS: V.M. Philbrook Named as President and CEO ------------------------------------------------------------ Atlantis Plastics Inc. has appointed V.M. Philbrook as its President and Chief Executive Officer. "Mr. Philbrook's appointment represents an orderly transition of leadership at the company. Since joining Atlantis in 2003, [he] has assumed an ever increasing level of understanding and responsibility. [He] has served as President of the Plastic Films business, the President of Operations for Atlantis Plastics, and since September of 2006, as our President and Chief Operating Officer," stated Mr. Earl W. Powell, Chairman of the Board. Concurrently with the appointment of Mr. Philbrook to President and Chief Executive Officer, Mr. Powell will resign as Interim CEO. Mr. Powell will continue to serve as the Chairman of the Board. Mr. Powell also stated, "We are pleased to have Bud Philbrook lead the Atlantis team. [He] has exhibited excellent leadership skills during his 3.5 years at Atlantis. His development at Atlantis has been personally satisfying." Mr. Philbrook who holds a Bachelor of Science in Electrical Engineering, and a Certificate in Pulp and Paper Technology from the University of Maine, stated: "I am pleased to be able to continue a leadership role for Atlantis Plastics. I am very proud of the senior leadership team we have assembled, and look forward to working with them to take our set of plastics businesses to even stronger levels of market presence and profitability. I am grateful that Mr. Powell and the other Board members have provided me this opportunity." About Atlantis Plastic Atlantis Plastics Inc. - http://www.atlantisstock.com-- manufactures polyethylene stretch and custom films, and molded plastic products. AMERICAN AXLE: Fitch Expects to Rate Senior 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 $1.5 billion of indebtedness. Fitch expects the proceeds from the new $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 $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 $50 million from $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 (SUV) 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 (x), total adjusted debt to operating EBITDAR (adjusted for rent) was 2.9x, and funds from operations (FFO) adjusted leverage was 3.4x. BAMBI'S ROOFING: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: Bambi's Roofing, Inc. c/o Ken Collins P.O. Box 156 Atwood, IN 46502 Bankruptcy Case No.: 07-31413 Type of Business: The Debtor is a sheet metal and roofing contractor. Chapter 11 Petition Date: June 6, 2007 Court: Northern District of Indiana (South Bend Division) Debtor's Counsel: J. Richard Ransel, Esq. Thorne, Grodnik LLP 228 West High Street Elkhart, IN 46516 Tel: (574) 294-7473 Fax: (574) 294-5390 Estimated Assets: Unknown Estimated Debts: $1 Million to $100 Million Debtor's List of its 20 Largest Unsecured Creditors: Entity Claim Amount ------ ------------ RSSP $565,197 403 East Main Street - Atwood Warsaw, IN 46580 Dura Last $357,432 525 Morley Drive Saginaw, MI 48604-9482 Remax, Inc. $99,175 P.O. Box 840063 Dallas, TX 75284-0063 Ken Collins $93,044 ABC Supply $67,586 Pillar Supply $53,588 Capital Bank and Trust Co. $51,981 North Central Co-op $46,536 Downtown Atwood, LLC $37,016 Brenda Collins $34,831 Indiana Department of Workforce Development $26,787 Cannonwell $23,116 Indiana Department of Transportation $20,526 Western Reserve Administration $19,925 Modern Builders Supply, Inc. $18,750 Cordeck $18,166 American Interstate Insurance Co. $16,778 Garland Industries, Inc. $16,672 South Bend Condo Hotel, LLC $16,305 Weidner & Company, P.C. $13,370 BANC OF AMERICA: Fitch Puts Low-B Ratings on 6 Certificate Classes ------------------------------------------------------------------ Banc of America Commercial Mortgage Inc., Series 2007-2, commercial mortgage pass-through certificates are rated by Fitch as: -- $58,000,000 Class A-1 'AAA'; -- $753,000,000 Class A-2 'AAA'; -- $162,600,000 Class A-3 'AAA'; -- $60,978,000 Class A-AB 'AAA'; -- $602,000,000 Class A-4 'AAA'; -- $529,302,000 Class A-1A 'AAA'; -- $3,172,686,516 Class XW 'AAA' (notional amount and interest only); -- $317,269,000 Class A-M 'AAA'; -- $153,815,000 Class A-J 'AAA'; -- $55,000,000 Class A-2FL 'AAA '; -- $100,000,000 Class A-JFL 'AAA'; -- $15,863,000 Class B 'AA+'; -- $47,590,000 Class C 'AA'; -- $31,727,000 Class D 'AA-'; -- $15,864,000 Class E 'A+'; -- $27,761,000 Class F 'A'; -- $27,761,000 Class G 'A-'; -- $43,624,000 Class H 'BBB+'; -- $35,693,000 Class J 'BBB'; -- $35,693,000 Class K 'BBB-'; -- $15,863,000 Class L 'BB+'; -- $7,932,000 Class M 'BB'; -- $15,863,000 Class N 'BB-'; -- $3,966,000 Class O 'B+'; -- $3,966,000 Class P 'B'; -- $11,897,000 Class Q 'B-'; -- $39,659,516 Class S 'NR'. Classes A-1, A-2, A-3, A-AB, A-4, A-1A, XW, A-M, A-J, B, C and D are offered publicly, while classes A-2FL, A-JFL, E, F, G, H, J, K, L, M, N, O, P, Q and S are privately placed pursuant to rule 144A of the Securities Act of 1933. The certificates represent beneficial ownership interest in the trust, primary assets of which are 180 fixed-rate loans having an aggregate principal balance of approximately $3,172,686,516, as of the cutoff date. BANC OF AMERICA: Fitch Holds Low-B Ratings on 2 2003-K Certs. ------------------------------------------------------------- Fitch has taken rating actions on the following Banc of America Mortgage Securities mortgage pass-through certificates: Series 2003-J: -- Class A affirmed at 'AAA'; -- Class B-1 upgraded to 'AA+' from 'AA'; -- Class B-2 upgraded to 'A+' from 'A'; -- Class B-3 upgraded to 'BBB+' from 'BBB'; -- Class B-4 upgraded to 'BB+' from 'BB'; -- Class B-5 upgraded to 'B+' from 'B'. Series 2003-K: -- Class A affirmed at 'AAA'; -- Class B-1 affirmed at 'AA+'; -- Class B-4 affirmed at 'BB+'; -- Class B-5 affirmed at 'B+'. The collateral consists of fully amortizing, adjustable interest rate, one- to four-family, residential first mortgage loans, substantially all of which have original terms to stated maturity of approximately 10 to 30 years. Bank of America, N.A. is the originator and servicer for all loans (servicer rating of 'RPS1' provided by Fitch). The affirmations reflect a stable relationship between credit enhancement and expected losses, and affect approximately $746.8 million in outstanding certificates. The upgrades reflect an improvement in the relationship between CE and expected losses, and affect approximately $26.52 million in outstanding certificates. All upgraded classes have experienced at least a doubling of their initial CE. In addition, cumulative losses and 60+ percentages (including Real Estate Owned, Foreclosure, and Bankruptcy) are nominal. The transactions' pool factors (current collateral balance as a percentage of initial collateral balance) are approximately 40% and 37%, respectively, and are 43 and 42 months seasoned. BENTON PARTNERS: Case Summary & Nine Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Benton Partners LLC 235 Main Street Woodstock, IL 60098 Bankruptcy Case No.: 07-71387 Debtor-affiliate filing separate Chapter 11 petition: Entity Case No. ------ -------- Cass Ventures LLC 07-71386 Chapter 11 Petition Date: June 6, 2007 Court: Northern District of Illinois (Rockford) Debtors' Counsel: James E. Stevens, Esq. Barrick, Switzer, Long, Balsley et al. 6833 Stalter Drive Rockford, Il 61108 Tel: (815) 962-6611 Fax: (815) 962-1758 Estimated Assets: Less than $10,000 Estimated Debts: $1 Million to $100 Million A. Benton Partners LLC's List of its Four Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Bennett W. Peterson $100,000 c/o David R. Missimer 4314-G West Crystal Lake Road McHenry, IL 60050 Dolins, Dolins & Sorinsky, Ltd. $2,025 c/o Gregory McCormick 223 West Jackson Boulevard Chicago, IL 60606 Nicor Gas $7,000 P.O. Box 416 Aurora, IL 60568 Robert W. Lickfelt $90,000 c/o Paul A. Krieg 226 West Judd Street Woodstock, IL 60098 B. Cass Ventures LLC's List of its Five Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Tri-Ag Supply, Inc. $350,000 P.O. Box 606 Harvard, IL 60033 Humbert Armendariz $150,000 105-5 East Sumner Street Harvard, IL 60033 Jozef and Violetta Kozicki $50,000 9514 Beech Avenue Crystal Lake, IL 60014 Maria Del Pilar Dwyer $50,000 P.O. Box 606 Harvard, IL 60033 Nicholas L. DiJoseph $20,000 8414 Burton Road Wonder Lake, IL 60097 BION ENVIRONMENTAL: Resumes Trading on OTC Bulletin Board --------------------------------------------------------- Bion Environmental Technologies Inc. has resumed trading on the OTC Bulletin Board under the same symbol - BNET. Bion has completed the comment process on its Form 10-SB Registration Statement with the U.S. Securities & Exchange Commission. Bion was subjected to the periodic reporting requirements of the Securities Exchange Act of 1934, as amended, since Jan. 14, 2007. Bion has traded on the Pink Sheets since early 2004, when it was delisted from the OTC Bulletin Board. At that time, the company elected to discontinue its SEC filings while it was refining its technology to exploit an evolving opportunity: integration of large-scale livestock operations with efficient ethanol production. Prior to its delisting, Bion had traded on the OTC Bulletin Board since 1992. "The timing of the company's return to the OTC Bulletin Board is appropriate in light of the company's recent progress in moving towards commercial operations," Mark Smith, Bion's president, stated. "Bion's waste management technology platform has demonstrated its effectiveness, as shown by the peer-reviewed data generated at the Devries Dairy in Texas. The company expects to commence development of its first Integrated Project combining livestock operations and ethanol production in the near future." Bion also has named Craig Scott vice president - Capital Markets/Investor Relations. His duties will include investor relations and buy- and sell-side marketing. Mr. Scott served as Bion's director of Investor Relations from 1997 to 2001 and has been a periodic consultant to the company from 2001 until March 2006. From April 2005 to August 2006, Mr. Scott served in a similar role, VP - Capital Markets upon departure, with Cano Petroleum, Inc., an oil and gas production company specializing in unconventional oil recovery methods. During that period and immediately after, Cano raised approximately $160 million in debt and equity financing and substantially increased its institutional ownership. Prior to that, from March 2004 to April 2005, he was the national sales manager and director of investor relations for Tri-Valley Corp. During his tenure there, Tri-Valley was the number one performing energy company listed on the AMEX in 2004, based on year-to-year increase of share price. About Bion Environmental Bion Environmental Technologies Inc. (OTC BB: BNET) -- http://www.biontech.com/-- is currently focused on the completion of the development of applications of its second-generation technology which provides solutions for environmentally sound clean-up of the waste streams of large-scale "confined animal feeding operations" and creates economic opportunities for integration of renewable energy production, ethanol production, sustainable animal husbandry and organic soil/fertilizer and feed production. The company's balance sheet at March 31, 2007, showed $1,122,237 in total assets and $5,274,112 in total liabilities, resulting in a $4,151,875 total stockholders' deficit. CALPINE CORPORATION: Provides Chapter 11 Plan Draft to Creditors ---------------------------------------------------------------- Calpine Corp. has given a draft version of its plan of reorganization to the company's creditors, Christopher Scinta of Bloomberg News reports. Calpine intends to file the document with the U.S. Bankruptcy Court for the Southern District of New York on or before June 20, 2007, when the company's exclusive period to file a reorganization plan is set to expire. Richard Cieri, Esq., at Kirkland & Ellis, LLP, in New York, tells Judge Lifland of the Southern New York Bankruptcy Court that Calpine is willing to negotiate the few large claims that are still in dispute. "We harbor no illusions that full or even partial consensus will be easy," Bloomberg quotes Mr. Cieri. "If Calpine is successful in resolving the remaining disputed claims, equity holders may be able to recover some of their money, an uncommon occurrence in bankruptcy cases." "There is still work to be done on the [reorganization] plan," Michael Stamer, Esq., at Akin Gump Strauss Hauer & Feld, in New York, counsel to the Official Committee of Unsecured Creditors told Judge Lifland. "It will not surprise you that there are significant differences of opinion." "We're interested in making it as consensual as possible," Mr. Stamer adds. Calpine CEO's Statement "I would be thrilled if equity holders have some returns," Calpine Chief Executive Officer Robert May told Bloomberg in a separate report. "I don't know if they will or not." Mr. May adds that Calpine has no plans to reduce its reliance on gas by investing "aggressively" in plants that burn other fuels. "There's no question it makes us dependant on one fuel source," he said. "However, I'd much rather be in that position than be dependant on coal." With respect to a possible acquisition of Calpine, Mr. May tells Bloomberg that anything is possible but maintains that the company is not in merger talks right now. In a separate report from Reuters, Mr. May says he expects the company to emerge from bankruptcy in late 2007 to early 2008. Most of the remaining work Calpine needs to emerge from bankruptcy is financial, Mr. May relates. Mr. May will receive at least $20,750,000 if he successfully brings Calpine out of bankruptcy, based on a regulatory filing with the Securities and Exchange Commission in December 2005. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 50 Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). Calpine Corp. has until June 20, 2007, to file a plan, and until Aug. 20, 2007, to solicit acceptances of that plan. CALPINE CORP: Wants Deloitte's Tax Services Reallocated to KPMG --------------------------------------------------------------- Calpine Corporation and its debtor-affiliates seek the United States Bankruptcy Court for the Southern District of New York's authority to reallocate Deloitte's tax compliance services to KPMG LLP. The Debtors have worked very hard since the Petition Date to ensure the most efficient and economic administration of their Chapter 11 cases, while stabilizing their business operations and developing a comprehensive business plan and plan of reorganization, David R. Seligman, Esq., at Kirkland & Ellis, LLP, in New York, relates. The Debtors recently reviewed the tax services rendered by KPMG LLP and Deloitte Tax, LLP, in 2006 and determined that their estates would benefit greatly if one firm were to perform both the tax accounting services and tax compliance services in 2007. After careful consideration of their options, the Debtors have decided to reallocate certain of the tax services that Deloitte Tax had previously provided to KPMG. As part of the reallocation, KPMG have agreed to cap its fees for 2007 at $8,000,000 for both tax compliance and tax accounting services, assuming those services are similar to the services provided in 2006. Considering that the Debtors incurred fees of approximately $10,000,000 in 2006 on account of tax accounting services and approximately $5,200,000 on account of tax compliance services, the reallocation of all the tax services to KPMG should result in savings to the Debtors' estates of approximately $2,000,000, Mr. Seligman points out. Mr. Seligman adds that the proposed reallocation of services will improve financial reporting efficiencies and accuracies. Using one firm to perform all of the necessary tax services will improve quality control of the Debtors' tax-related disclosures in their financial statements in 2007 and beyond, which should also reduce audit fees. KPMG has not raised its rates since the Petition Date, Mr. Seligman says. The Debtors, however, have agreed to accept a 10% fee increase in connection with the proposed reallocation of services. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 50 Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). Calpine Corp. has until June 20, 2007, to file a plan, and until Aug. 20, 2007, to solicit acceptances of that plan. CALPINE CORP: Equity Panel Taps Altos Management as Consultant -------------------------------------------------------------- The Official Committee of Equity Security Holders of Calpine Corporation and its debtor-affiliates seeks the U.S. Bankruptcy Court for the Southern District of New York's authority to retain Altos Management Partners, Inc., as its energy industry consultant, nunc pro tunc to May 10, 2007. The Equity Committee asserts that it requires the services of an energy industry consultant, given the release of the Debtors' modified business plan and the nearing expiration of their exclusivity period. Any analysis of the Debtors' business plan and valuation of the Debtors' assets are dependent on understanding energy costs, market curves and spark spreads, J.D. Kritser, chairperson of the Equity Committee, contends. As the Equity Committee's energy industry consultant, Altos will: (a) analyze the Debtors' proposed asset divestitures, shut downs and assumptions; (b) analyze the Debtors' proposals to assume or reject contracts and leases related to the energy sector; (c) analyze the Debtors' forward curves, asset valuations and financial models; (d) provide input and review of value-creating options of the Debtors; (e) prepare forecasts of commodity prices in regions where the Debtors operate; (f) research and review recent market developments influencing performance and competitiveness of the Debtors' generation assets; (g) assess the Debtors' asset and contract portfolio under various natural gas scenarios; (h) analyze contracts and associated valuation of identified contracts; (i) assess asset cash flow and value and the Debtors' ability to support debt as collateral; (j) provide expert testimony in Court, on behalf of the Equity Committee, if necessary or as reasonably requested; and (k) participate in Equity Committee meetings and conference calls, meetings and conference calls with the Debtors' and other parties-in-interest and any additional meetings or calls, as requested by the Equity Committee. Altos will be paid in its customary hourly rates: Professional Hourly Rate ------------ ----------- Dr. D. Warner North $400 Dr. Dale Nesbitt $375 Dr. Stephen Peck $350 Stergios Marinopolous $312 Bill English $262 Howard Ash $262 Dr. Kenneth Medlock $262 Dr. Carl Nesbitt $262 Ted Forsman $250 Tom Choi $250 Milt Venetos $250 Altos Senior Associate $225 Doug Kaweski $200 Altos Associate $150 Mark Boris $137 Alan Clark $137 Altos will also be reimbursed for any of its reasonable out-of- pocket expenses. Dale Nesbitt, president of Altos, assures the Court that his firm does not represent any interest adverse to the Equity Committee, the Debtors and their estates, and is a "disinterested person" as the term is defined under Section 101(14) of the Bankruptcy Court. Mr. Nesbitt discloses that from 1998 through 2003, Altos worked with the Debtors on a number of power plants and other projects. From 2003 to 2005, Altos also worked with the Debtors on a number of natural gas acquisitions and market issues. According to Mr. Nesbitt, Altos has completed all work for the Debtors. Mr. Nesbitt adds that Altos has two claims against the Debtors, totaling $73,800, for prepetition services. If the Court approves the retention application, Mr. Nesbitt says Altos will waive its Claims. As part of its normal business practice, Altos customarily subcontracts other firms. Mr. Kritser relates that for Altos' contemplated services to the Equity Committee, Altos will subcontract certain tasks, including economic, engineering, cost and technical services, to Black & Veatch Corporation. The customary hourly rates for Black & Veatch's professionals range from $225 to $550. Fee applications filed by Altos will include fees and expenses incurred by Black & Veatch as subcontractor to the firm, Mr. Kritser says. Stephen Stolze, a managing director of the enterprise management solutions division of Black & Veatch, assures the Court that his firm does not represent any interest adverse to the Equity Committee, the Debtors and their estates, and is a "disinterested person." Mr. Stolze discloses that Black & Veatch has provided services to several of the Debtors' creditors including Aquila, Inc., Duke Energy Corporation, the U.S. Environmental Protection Agency, the cities of Los Angeles, Mankato and Santa Monica, Nevada Power Company and Portland General Electric Company. Mr. Stolze adds that Black & Veatch has filed a claim for $81,966 against the Debtors for prepetition services. Black & Veatch has sold its claim and anticipates that the sale will be completed before June 13, 2007. About Calpine Corporation Based in San Jose, California, Calpine Corporation (OTC Pink Sheets: CPNLQ) -- http://www.calpine.com/-- supplies customers and communities with electricity from clean, efficient, natural gas-fired and geothermal power plants. Calpine owns, leases and operates integrated systems of plants in 21 U.S. states and in three Canadian provinces. Its customized products and services include wholesale and retail electricity, gas turbine components and services, energy management and a wide range of power plant engineering, construction and maintenance and operational services. The company filed for chapter 11 protection on Dec. 20, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-60200). Richard M. Cieri, Esq., Matthew A. Cantor, Esq., Edward Sassower, Esq., and Robert G. Burns, Esq., Kirkland & Ellis LLP represent the Debtors in their restructuring efforts. Michael S. Stamer, Esq., at Akin Gump Strauss Hauer & Feld LLP, represents the Official Committee of Unsecured Creditors. As of Dec. 19, 2005, the Debtors listed $26,628,755,663 in total assets and $22,535,577,121 in total liabilities. (Calpine Bankruptcy News, Issue No. 50 Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000). Calpine Corp. has until June 20, 2007, to file a plan, and until Aug. 20, 2007, to solicit acceptances of that plan. CARDIMA INC: March 31 Balance Sheet Upside-Down by $19.8 Million ---------------------------------------------------------------- Cardima Inc. reported a $7,023,000 net loss on net sales of $319,000 for the first quarter ended March 31, 2007, compared with a net loss of $3,576,000 on net sales of $384,000 for the same period ended March 31, 2006. The decrease in net sales was primarily attributable to the total revenue loss from Japan due to the failure of the company's Japanese distibutor to maintain the legal documentation standard required to sell the company's PATHFINDER(R) in Japan. Regionally, net sales in the United States and Canada increased by 44% to $250,000 in the first quarter of 2007 from $173,000 for the same period in 2006. Net sales in the Japan/Asia region was none in the first quarter of 2007, compared with $125,000 for the same period in 2006. Net sales in the European region decreased 21% to $68,000 in the first quarter of 2007, from $83,000 in the comparable period of 2006. Net sales in other regions decreased to $1,000 in the first three months of 2007, from $3,000 in the comparable period of 2006. Cost of goods sold for the quarter ended March 31, 2006 decreased to $424,000 from $498,000 for the same period in 2006. Cost of goods sold as a percentage of net sales increased from 130% to 133% for the three months ended March 31, 2007 as compared to the same period of the prior year. The increase in the cost of goods sold as a percentage of net sales for the three months ended March 31, 2007 was primarily related to the increase of manufacturing staff in the first quarter of 2007, as compared to the same period in 2006. The increase in net loss was primarily attributable to the increase in other expense to $4,911,000 in the first quarter of 2007 from $225,000 in the first quarter of 2006 related to the impact of the stock price increase in the quarterly valuation of the Apix warrants, and the increased operating expenses in the preparation work for the FDA's PMA meeting in April 2007. Research and Development Expenses Interest expense decreased to $220,000 in the first quarter of 2007 from $2,151,000 in the first quarter of 2006. The decrease was related to the recording of the amortization of the Apix loan fee and Apix warrant-related loan discount during the first three months of 2006. At March 31, 2007, the company's balance sheet showed $1,791,000 in total assets and $21,606,000 in total liabilities, resulting in a $19,815,000 total stockholders' deficit. The company's balance sheet at March 31, 2007, also showed strained liquidity with $1,437,000 in total current assets available to pay $21,527,000 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20b7 Going Concern Doubt Marc Lumer & Company, in San Francisco, expressed substantial doubt about Cardima Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations. About Cardima Inc. Cardima Inc. (OTC BB: CRDM.OB) -- http://w.cardima.com/-- Has developed the PATHFINDER(R) series of diagnostic catheters, the REVELATION(R) series ablation system and the Surgical Ablation System for the diagnosis and treatment of tachycardias. The REVELATION(R) series with the INTELLITEMP energy management system was developed for the treatment of atrial fibrillation (AF) originating in the pulmonary veins of the heart and received CE mark approval in Europe. The Surgical Ablation System (SAS) with an INTELLITEMP received a 510(K) approval in the U.S. by the FDA. The PATHFINDER and the REVELATION family of devices are intended for in use of in the Electro-physiology (EP) market and the Surgical Ablation System (SAS) for use in the surgical market. CHILD CARE: Case Summary & 20 Largest Unsecured Creditors --------------------------------------------------------- Debtor: Child Care of Irvine, LLC 1055 San Marino Irvine, CA 92714 Bankruptcy Case No.: 07-11678 Chapter 11 Petition Date: June 6, 2007 Court: Central District of California (Santa Ana) Debtor's Counsel: Robert E. Opera, Esq. Winthrop Couchot P.C. 660 Newport Center Drive, Suite 400 Newport Beach, CA 92660 Tel: (949) 720-4100 Estimated Assets: $1 Million to $100 Million Estimated Debts: $100,000 to $1 Million Debtor's List of its 20 Largest Unsecured Creditors: Entity Nature Of Claim Claim Amount ------ --------------- ------------ Dory a. Berenguel Loan $151,651 20 Clydesdale Drive Ladera Ranch, CA 92694 Andrew Sok Rent $131,500 SH Irvine LLC 1072 Underhill Drive Placentia, CA 92870 Rodney R. Hatter & Associates Legal Fees $121,708 Rodney Hatter 1301 Dove Street, Suite 900 Newport Beach, CA 92660-2440 Smith Katzenstein Furlow LLP Legal Fees $55,599 Gordee, Nowicki & Arnold LLP Legal Fees $30,000 Tutor Time $28,500 Kaiser Foundation Health Plan Health Premiums $15,942 Cintas Trade $9,908 Jefferey Lurner Legal $7,000 State of California Fines $6,800 Sysco Food Service Food $6,495 Discount School Supply Supplies $5,509 Rosa L. Garcia Loan $5,000 G.E. Capital Trade $4,887 The Spanos Law Firm Legal $4,700 Steiner & Libo Legal Fees $4,000 Community Lock & Safe Trade Debt $3,109 RSM/Baker Plumbing Trade Debt $2,842 Waste Management Trade $2,571 Cost Cutter Coupon, Inc. Advertising $1,400 CII CARBON: Rain Calcining All-Cash Deal Cues S&P's Neg. Watch -------------------------------------------------------------- Standard & Poor's Ratings Services placed its 'B+' corporate credit and other ratings on CII Carbon LLC on CreditWatch with negative implications. The rating action followed the announcement that Hyderabad, India- based Rain Calcining Ltd., is acquiring the company for $595 million in an all-cash transaction. CII is the world's second-largest producer of calcined petroleum coke, a raw material used in the aluminum smelting process. The combined companies would become the largest CPC producer. "The CreditWatch placement reflects our concern that additional debt could be placed in CII's capital structure to finance the acquisition," said Standard & Poor's credit analyst Marie Shmaruk. Details of Rain's financing plans were not available. Resolution of the CreditWatch will entail a review of Rain's financial policies and financing plans and CII's post-merger capital structure. The transaction is expected to close by the end of June pending regulatory approvals. CLEVELAND-CLIFFS: Sells Wabush Interest to Consolidated Thompson ---------------------------------------------------------------- Cleveland-Cliffs Inc. has accepted an offer to sell its 26.8% interest in the Wabush Mines joint venture. Under the definitive purchase agreement contemplated in the offer accepted Wednesday, Consolidated Thompson Iron Mines Ltd. will acquire the 71.4% of the Wabush Mines joint venture owned directly or indirectly by Cleveland-Cliffs (26.8%) and Stelco Inc. (44.6%) for $64.3 million in cash plus 3 million warrants of CLM common shares and assumption by CLM of ongoing employee and asset retirement obligations. Cleveland-Cliffs' pro rata share would be $24.1 million in cash and warrants, entitling Cleveland-Cliffs to purchase approximately 1.1 million CLM common shares at CAD$5.10 per share for a two-year period. As part of the transaction, Cleveland-Cliffs would enter into an off-take agreement whereby CLM will sell to Cleveland-Cliffs a portion of its pro rata share of the 4.8 million tons of committed annual pellet production from the date of closing until Dec. 31, 2009. Dofasco Inc., a subsidiary of Mittal Steel Company N.V., holds the remaining 28.6% of the Wabush Mines joint venture. The acceptance of CLM's offer by Cleveland-Cliffs and Stelco triggers a 90-day purchase option that may be exercised by Dofasco. Completion of the transaction is subject to a number of conditions, including receipt of requisite regulatory approval and the execution of definitive agreements. Closing would occur shortly after a Dofasco waiver is executed or expiration of its 90-day purchase option. Cleveland-Cliffs President--North American Iron Ore Donald J. Gallagher stated, "This is a good transaction for all of the parties involved. As previously discussed, Wabush has long-term issues with its pit, and adding CLM's new resource to the existing mine and plant bodes well for both the long-term life of the Scully Mine and the Point Noire operations and the jobs associated with those facilities. "In addition to the cash proceeds, Cliffs will be relieved of significant liabilities and will be able to allocate its available resources to longer lived assets in North America and its global growth strategies," he concluded. About Cleveland-Cliffs Inc. Based in Cleveland, Ohio, Cleveland-Cliffs Inc. (NYSE: CLF) -- http://www.cleveland-cliffs.com/-- produces iron ore pellets in North America, and sells the majority of its pellets to integrated steel companies in North America and Canada. The company operates six iron ore mines located in Michigan, Minnesota and Eastern Canada. The company is a majority owner of Portman Limited, an iron ore mining company in Australia, serving the Asian iron ore markets with direct-shipping fines and lump ore. * * * Cleveland-Cliffs, Inc.'s preferred stocks carry Moody's Investor Service's 'B3' rating. CMS ENERGY: Commences Cash Tender Offer for its 7.5% Sr. Notes -------------------------------------------------------------- CMS Energy Corporation has commenced an offer to purchase for cash any and all of its outstanding 7.5% Senior Notes Due 2009, CUSIP No. 125896 AH3. CMS is offering an early tender payment of $20 per $1,000 principal amount of Notes to holders who validly tender their Notes before 5:00 p.m., New York City time, Monday, June 18, 2007. The Tender Offer expires at 11:59 p.m., New York City time, on Monday, July 2, 2007. CMS is offering to purchase any and all of the $409 million aggregate principal amount of Notes currently outstanding. The tender price for the Notes is based on a fixed-spread pricing formula described below. CMS will also pay accrued and unpaid interest on the Notes accepted in the Tender Offer to the settlement date. The tender price for each $1,000 principal amount of Notes validly tendered and accepted for payment pursuant to the tender offer will be calculated as of 10:00 a.m., New York City time, on the early tender date and will be an amount equal to (i) the present value on July 3, 2007 of each $1,000 principal amount of Notes and all scheduled interest payments on the Notes from the settlement date up to and including the maturity date, discounted on the basis of a yield to the maturity date equal to the sum of (a) the bid-side yield on the reference U.S. Treasury Security listed in the table below, as calculated by the dealer manager in accordance with standard market practice, plus (b) the fixed spread listed in the table below, minus (ii) accrued and unpaid interest to, but not including, the settlement date, minus (iii) the early tender payment, being rounded to the nearest cent per $1,000 principal amount of the Notes. Reference Series U.S. Treasury Security ------ ---------------------- 7.5% Senior 3.25% U.S. Treasury Notes due Notes Due 2009 January 15, 2009 Reference Fixed Spread Source (in basis points) ------- ----------------- PX4 +50 To encourage holders to tender early, CMS is offering an early tender payment of $20 per $1,000 principal amount of Notes for Notes that are validly tendered on or before the early tender date. The early tender payment will be paid in cash on the settlement date with respect to those Notes. The early tender price consists of the tender price, plus the early tender payment. Holders of Notes that validly tender Notes on or before the early tender date will be entitled to the early tender price, plus accrued and unpaid interest to the settlement date. Holders of Notes that validly tender Notes after the early tender date but on or prior to the expiration date will be entitled to receive only the tender price, plus accrued and unpaid interest to, but not including, the settlement date. CMS may extend the early tender date, expiration date and settlement date in its sole discretion. CMS has engaged Morrow & Co. Inc. to act as information agent in connection with the Tender Offer. Requests for copies of the Offer to Purchase and questions regarding the Tender Offer may be directed to Morrow & Co., Inc. at 1(800)607-0088 (US toll-free) or 1(203)658-9400 (collect). CMS has engaged Deutsche Bank Securities Inc. to act as dealer manager in connection with the Tender Offer. Questions regarding the Tender Offer may be directed to Deutsche Bank Securities Inc., Liability Management Group at 1(866)627-0391 (US toll-free) or 1(212)250-2955 (collect). About CMS Energy Corporation Headquartered in Michigan, CMS Energy Corporation -- http://www.cmsenergy.com/-- is an electric and natural gas utility, natural gas pipeline systems, and independent power generation. * * * As reported in the Troubled Company Reporter on March 14, 2007, Fitch has taken various rating actions on CMS Energy Corp., including upgrading the Issuer Default Ratings for the company, well as raising the individual issue ratings for Consumers. The senior secured bank loan and senior unsecured debt ratings for CMS have been affirmed. Approximately $6.6 billion of debt is affected. Fitch has upgraded and removed these ratings from Rating Watching Positive: (i) IDR to 'BB-' from 'B+'; and (ii) preferred stock to 'B' from 'B-'. CONCENTRA INC: Moody's Assigns Corporate Family Rating at B2 ------------------------------------------------------------ Moody's Investors Service assigned first time ratings to Concentra Inc., including a B2 Corporate Family Rating, with a stable outlook. The ratings reflect Concentra's strong expertise and leadership in providing worker's compensation services as well as its geographic diversity, wide range of services including non-injury treatments, broad customer base, and national network of over 315 facilities. The ratings are also supported by the company's strong profitability, with EBIT margins expected to remain in the 5% to 10% range. The ratings are constrained by the low level of free cash flow coverage of adjusted debt. Despite strong operating cash flows, Moody's forecasts that free cash flow is expected to be marginally positive due to high capital expenditures over the next two to three years. Concentra has also been adversely affected by lower volume growth of workplace injuries, which have greater revenue per visit than non-injury treatments. The stable outlook assumes that the company will be able to grow revenues 7% to 9% while maintaining stable operating margins due to the addition of new centers, renovation of existing centers, strong volume growth of non-injury treatments, and continued strength in on-site services at employer locations. Moody's assigned these ratings: -- Corporate Family Rating, B2; -- Probability of Default Rating, B2; -- $75 million Senior Secured Revolver, B1, LGD3, 34%; -- $330 million Senior Secured Term Loan B, B1, LGD3, 34%; -- $155 million Second Lien PIK Toggle Term Loan C, Caa1, LGD5, 85%; -- Family LGD assessment LGD4, 50%; -- The ratings outlook is stable. Concentra, Inc., based in Addison, Texas, is the leading provider of occupational health services through 316 centers located across 40 states. The company provides treatment for about 10% of all workplace injuries and offers services to 220,000 employer locations. Concentra also provides bill review and case management services to the auto injury market through its Auto Injury Solutions unit. CONCENTRA INC: S&P Lowers Corporate Credit Rating to B from B+ -------------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on health service company Concentra Inc. to 'B' from 'B+' and removed the ratings from CreditWatch, where they were placed with negative implications on May 9, 2007. The rating outlook is stable. Standard & Poor's will also assign bank loan and recovery ratings to the Addison, Texas-based company's proposed $405 million senior secured first-lien bank facilities, consisting of a $75 million revolving credit facility due 2013 and a $330 million term loan due 2014. Concentra's proposed $155 million second -lien senior secured payment-in-kind (PIK) toggle term loan maturing in 2015 will also receive a bank loan and recovery rating. The facilities will be assigned ratings on June 7, 2007, when Standard & Poor's finalizes the changes in its rating scales, as announced on May 30, 2007. "The stable outlook," said Standard & Poor's credit analyst Rivka Gertzulin, "reflects Concentra's solid position as a leading player in the occupational health services industry, its diverse revenue base, and its modest growth prospects." We could change the outlook to negative if operating performance declines, possibly because of higher unemployment levels, leading to declining credit metrics. CYBER CONTINUITY: Section 341(a) Meeting Scheduled for June 28 -------------------------------------------------------------- The U.S. Trustee for region 5 will convene a meeting of Cyber Continuity Center - West Chicago LLC's creditors on June 28, 2007, at 1:30 p.m., at 227 W Monroe Street, Room 3330 in Chicago, Illinois. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Northfield, Illinois, Cyber Continuity Center - West Chicago LLC - http://www.cybercontinuity.com/-- is a consortium for the design, construction and management of communication technology facilities. The company filed for Chapter 11 protection on May 29, 2007 (Bankr. N.D. Il. Case No. 07-09659). No Official Committee of Unsecured Creditors has been appointed in the Debtor's cases. When the Debtor filed for protection from their creditors, it estimated assets and debts between $1 Million to $100 Million. CYBER CONTINUITY: Taps Much Shelist as Bankruptcy Counsel --------------------------------------------------------- Cyber Continuity Center - West Chicago LLC asks the United States Bankruptcy Court for the Northern District of Illinois for permission to employ Much Shelist Denenberg Ament & Rubenstein P.C., as its counsel. The firm will: a. provide legal advice with respect to the Debtor's powers and duties in the Case; b. prepare on behalf of the Debtor all necessary applications, answers, orders, reports and other legal papers; c. assist and advice the Debtor in the recovery of assets of the Debtor; d. prosecute avoidance actions on behalf of the Debtor; e. represent the Debtor in any and all matters involving contests with creditors and other third parties; f. negotiate plans of liquidation or reorganization; and g. perform all other legal services for the Debtor which may be necessary and proper in this proceeding. The Debtor tells the Court the firm received $55,000 retainer in connection with filing of the case. As of the Debtor's bankruptcy filing, the Debtor said that approximately $45,873 of the retainer remains unapplied. Norman B. Newman, Esq., a partner of the firm, will bill the Debtor $490 per hour for this engagement while James E. Morgan, Esq., also a partner of the firm, charges $410 per hour. Mr. Newman assures the Court that he does not hold any interest adverse to the Debtor's estate and is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Mr. Newman can be reached at: Norman B. Newman, Esq. Much Shelist Denenberg Ament & Rubenstein P.C. 191 North Wacker Drive, Suite 1800 Chicago, Illinois 60606 Tel: (312) 521-2000 Fax: (312) 521-2100 Headquartered in Northfield, Illinois, Cyber Continuity Center - West Chicago LLC - http://www.cybercontinuity.com/-- is a consortium for the design, construction and management of communication technology facilities. The company filed for Chapter 11 protection on May 29, 2007 (Bankr. N.D. Il. Case No. 07-09659). No Official Committee of Unsecured Creditors has been appointed in the Debtor's cases. When the Debtor filed for protection from their creditors, it estimated assets and debts between $1 Million to $100 Million. DANA CORP: Court OKs Sale of Fluid Products Businesses to Orhan --------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York approved the sale of Dana Corporation's two businesses that compose the Fluid Products business that the company announced for sale in late 2005. Dana's fluid products hose and tubing business will be sold to Orhan Holding, A.S., a Turkish industrial firm and joint-venture partner of Dana, for a purchase price of $85 million, and the company's coupled products business will be sold to Coupled Products Acquisition LLC, a wholly owned subsidiary of Wanxiang (USA) Holdings Corporation, for a nominal price. Competitive bidding procedures for the sale of these businesses concluded on June 4. The company expects to close the sale of both businesses by the end of July 2007. Fluid Products Transaction Overview Orhan and certain of its affiliates will acquire certain assets of Dana's fluid products hose and tubing business and the stock of certain Dana affiliates engaged in the business. The assets to be sold are located in three plants in the United States and one each in Mexico and the United Kingdom. Dana will also sell its stock in three companies in France, Slovakia, and Spain and interests in three joint ventures with Orhan Holdings, which include one operation in France and two in Turkey. The operations being sold reported consolidated revenues of $266 million in 2006. The aggregate purchase price will be $85 million, subject to usual closing adjustments, and the buyers will assume certain liabilities of the business at closing. The fluid products hose and tubing plants and/or assets proposed to be sold to Orhan are located in Vitry, France, San Luis Potosi, Mexico, Dolny Kubin, Slovakia, Barcelona, Spain, Birmingham, U.K., Archbold, Ohio, Paris, Tennessee, and Rochester Hills, Michigan. Collectively, the operations manufacture fuel lines, power- assisted steering products, heating, ventilation, and air conditioning under body products, engine and transmission cooling lines, exhaust gas recirculation tubes, and airbag fill tubes. These operations employ approximately 1,750 people in seven countries. Coupled Products Transaction Overview The coupled products plants and/or assets proposed to be sold to Coupled Products Acquisition LLC, are located in, San Luis Potosi, Mexico, and Columbia City, Indiana, Pensacola, Florida, Rochester Hills, Michigan, and Upper Sandusky and Wharton, Ohio. The coupled products assets to be sold in San Luis Potosi and Rochester Hills are different from the assets in these same locations that are part of the Fluid Products Hose and Tubing transaction. Collectively, the operations manufacture power-assisted steering products, heating, ventilation, and air conditioning under-engine products, and brake products. The operations employ approximately 2,130 people and reported consolidated revenues of approximately $200 million in 2006. The business is being sold for a nominal purchase price and the buyer will assume certain liabilities of the business at closing. About Dana Corp. Toledo, Ohio-based Dana Corp. -- http://www.dana.com/-- designs and manufactures products for every major vehicle producer in the world, and supplies drivetrain, chassis, structural, and engine technologies to those companies. Dana employs 46,000 people in 28 countries. Dana is focused on being an essential partner to automotive, commercial, and off-highway vehicle customers, which collectively produce more than 60 million vehicles annually. The company and its affiliates filed for chapter 11 protection on Mar. 3, 2006 (Bankr. S.D.N.Y. Case No. 06-10354). As of Sept. 30, 2005, the Debtors listed $7,900,000,000 in total assets and $6,800,000,000 in total debts. Corinne Ball, Esq., and Richard H. Engman, Esq., at Jones Day, in Manhattan and Heather Lennox, Esq., Jeffrey B. Ellman, Esq., Carl E. Black, Esq., and Ryan T. Routh, Esq., at Jones Day in Cleveland, Ohio, represent the Debtors. Henry S. Miller at Miller Buckfire & Co., LLC, serves as the Debtors' financial advisor and investment banker. Ted Stenger from AlixPartners serves as Dana's Chief Restructuring Officer. Thomas Moers Mayer, Esq., at Kramer Levin Naftalis & Frankel LLP, represents the Official Committee of Unsecured Creditors. Fried, Frank, Harris, Shriver & Jacobson, LLP serves as counsel to the Official Committee of Equity Security Holders. Stahl Cowen Crowley, LLC serves as counsel to the Official Committee of Non-Union Retirees. The Debtors' exclusive period to file a plan expires on Sept. 3, 2007. They have until Nov. 2, 2007, to solicit acceptances of that plan. DONALD MCCRABB: Case Summary & 17 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Donald James McCrabb aka Jim McCrabb dba McCrabb Probe-A-Load, Inc. dba Home Town Realty, Inc. Janice McCrabb dba Jan's Flower Yard, Inc. 1230 Country Heights Lane West Liberty, IA 52776 Bankruptcy Case No.: 07-01832 Chapter 11 Petition Date: June 4, 2007 Court: Southern District of Iowa (Davenport) Judge: Lee M. Jackwig Debtor's Counsel: Donald F Neiman, Esq. Bradshaw, Fowler, Proctor & Fairgrave, P.C. 801 Grand Avenue, Suite 3700 Des Moines, IA 50309-8004 Tel: (515) 246-5877 Fax: (515) 246-5808 Total Assets: $1,895,498 Total Debts: $1,516,554 Debtor's 17 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of America credit card $28,910 P.O. Box 17054 Mail Stop 1333 Wilmington, DE 19884-0001 F.I.A. Card Services judgment on $28,768 c/o Charles L. Litow, credit card Esq. P.O. Box 2165 Cedar Rapids, IA 52406-2165 First National Bank judgment on $28,289 of Omaha P.O. Box 2951 Omaha, NE M.B.N.A. America Bank credit card $24,477 F.N.B. Omaha credit card $18,189 Federal Capital Corp. credit card $16,710 Bank of America credit card $16,041 M.B.N.A. America Bank judgment on $15,832 credit card Advanta Bank Corp. credit card $10,163 Choice credit card $7,794 Greg Geerdes, Esq. attorney fees $5,600 A.P.X. Alarm security $337 Security Solutions system Burlington Area medical services $329 Family Practice Muscatine County Clerk judgment for $503 court costs American Express credit card $302 Mediacom cable $63 Johnson County Clerk judgment for $50 court costs EARTHSHELL CORP: Judge Gross Approves Disclosure Statement ---------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware approved Earthshell Corp.'s Disclosure Statement explaining its Chapter 11 Plan of Reorganization. The plan provides that private equity firm Cornell Capital Partners will get 100% of the reorganized company's equity and a $2.5 million note in exchange for $5.2 million secured claim against the company. Unsecured creditors will be paid through a grantor trust, but holders of subordinated claims and equity interests will get nothing under the plan. Creditors may vote to accept or reject EarthShell's plan on or before July 16, 2007, 4:00 p.m. Headquartered in Lutherville, Maryland, EarthShell(R) Corporation (OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology company and innovator of a revolutionary development in food service packaging. The company makes fast-food packaging from biodegradable materials like limestone and food starch. The company filed for chapter 11 protection on Jan. 19, 2007 (Bankr. D. Del. Case No. 07-10086). Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell, represents the Debtor. Arent Fox represents the Official Committee of Unsecured Creditors. The Debtor's schedules filed with the Court showed total assets of $18,046 and total liabilities of $13,149,942. EARTHSHELL CORP: Plan Confirmation Hearing Slated for July 23 ------------------------------------------------------------- The Honorable Kevin Gross of the U.S. Bankruptcy Court for the District of Delaware will convene a hearing on July 23, 2007, 9:30 a.m., to consider confirmation of the Chapter 11 Plan of Reorganization of Earthshell Corporation. Headquartered in Lutherville, Maryland, EarthShell(R) Corporation (OTCBB: ERTH) -- http://www.earthshell.com/-- is a technology company and innovator of a revolutionary development in food service packaging. The company makes fast-food packaging from biodegradable materials like limestone and food starch. The company filed for chapter 11 protection on Jan. 19, 2007 (Bankr. D. Del. Case No. 07-10086). Derek C. Abbott, Esq., at Morris, Nichols, Arsht & Tunnell, represents the Debtor. Arent Fox represents the Official Committee of Unsecured Creditors. The Debtor's schedules filed with the Court showed total assets of $18,046 and total liabilities of $13,149,942. EMERSON REINSURANCE: Moody's Rates Two Debt Facilities at Low-B --------------------------------------------------------------- Moody's has assigned these provisional ratings to Emerson Reinsurance Limited's proposed bank loans: -- (P)Ba to $60 million Term D facility; -- (P)Ba2 to $165 million Term C facility; -- (P)Baa3 to $140 million Term B facility; and -- (P)A2 to $185 million Term A facility. Moody's will assign definitive ratings upon review of final executed documents. Emerson Re, based in the Cayman Islands, is a limited life, exempted Class B company that will provide fully collateralized, excess-of-loss retrocessional protection exclusively to CIG Reinsurance Limited and New Castle Reinsurance Company Limited (collectively the "Cedants") for three years. Both Cedants are Bermuda Class 4 reinsurers which are independently managed in Bermuda and owned by investment funds managed by Citadel Limited Partnership. "Emerson Re's structure resembles that of an indemnity catastrophe bond, but in loan format," notes analyst Kevin Lee. Emerson Re will enter into four separate excess-of-loss reinsurance agreements with the Cedants, one for each layer of protection, and will lay off those risks to lenders through four bank loans. Each excess-of-loss agreement provides protection to the Cedants for losses, if any, in excess of a stipulated attachment point up to a stipulated exhaustion point, the modeled probabilities of which will remain constant over the term (i.e., annual trigger reset). Proceeds from the bank loans will be placed into trusts as collateral for potential claim obligations to the Cedants. The Cedants write predominantly short-tail property catastrophe reinsurance. The ratings for the term loans are supported by Moody's probabilistic analysis, using a financial model, to determine both the probability of default and expected loss to lenders. The most important input into the financial model is the annual aggregate probability curve of net losses ("the Base Curve") derived by the Cedants. Moody's stressed the Base Curve to reflect non-modeled elements as well as Moody's judgment about the inherent uncertainty in the peril modeling. The PDs and ELs from this exercise were then compared to Moody's idealized default rates and expected loss rates over an expected weighted average life of about 3 years. Finally, the assigned ratings also took into account two additional qualitative considerations -- the level of alignment of interests between stakeholders and a third- party review of the catastrophe modeling work. Key rating factors include: (1) MODEL RISK: Catastrophe modeling error is the most important risk factor. The Base Curve was derived using both commercial catastrophe modeling software (i.e., RMS RiskLink v6.0, AIR Clasic v8.5, AIR Catrader v8.5) as well as proprietary models to account for risks not covered in the commercial models (such as brush fire, flood, ice and winter weather). Overall, about 3% of total event limits were not modeled by any methods (i.e., multi-peril crop insurance and property per risk contracts). Moody's stressed the Base Curve to account for several items: (1) inherent uncertainty in peril modeling especially as it relates to certain perils and regions where little historical data is available for model calibration; (2) low resolution data from some clients where detailed exposure data is not available; (3) non-modeled elements like loss adjustment expenses, extra-contractual obligations (e.g., bad faith claims), inflation, and exposure growth; (4) potential deviation from the initial portfolio over time, though the concern is mitigated by the annual trigger reset; (5) business lines that are not modeled at all (3% of total event limits) and; (6) difficult-to-model lines like retrocessional reinsurance for property catastrophe and marine/energy/aviation lines which collectively make up about one-quarter of total limits, 75% of which is modeled by a single client. However, we would also note that most of this retrocessional business is written out of CIG Re, which tends to have more leverage over its clients in the way of data quality because it offers collateralized retro/reinsurance. Moody's viewed favorably that a third party, Risk Management Solutions, Inc., reviewed the catastrophe modeling, aggregation methodology and reporting processes utilized by the Cedants. (2) Alignment of Interests: In Moody's opinion, there is reasonable alignment of interests between the Cedants and Emerson Re's investors given that the Cedants' retained share of losses represents a material proportion of their total capital. Further, any excess-of-loss reinsurance purchased by the Cedants on their retained share would inure to the benefit of Emerson Re's investors. (3) Commutation Mechanism: Emerson Re and the Cedants will terminate their reinsurance relationship through a commutation following the three year ("losses occurring") risk period. Emerson Re will extinguish its liability to the Cedants by paying the Cedants a consideration equal to the amount of loss reserves, as estimated by the Cedants in accordance with their customary procedures. If losses are significant, the Cedants have the option to delay the commutation up to 18 months while losses are being determined which should help reduce estimation error. Nevertheless, Moody's has reflected some possibility for over-estimation of loss reserves in our financial model. (4) Portfolio and Risk Profile: Moody's views favorably that the modeled probabilities of attachment and exhaustion will be kept constant through an annual reset of the gross dollar attachment and exhaustion points, in order to reflect deviations from the initial portfolio. However, this is tempered by several items. First, while the covered portfolio is limited to certain perils and business lines, the range of covered perils and business lines is fairly broad and the mix may shift over time. Secondly, business written after January 1 will not be reflected in the annual trigger reset calculation, though currently 94% of total limits are written by January 1. However, this concern is partly mitigated by a special trigger reset that will be calculated should annual aggregate portfolio limits increase or decrease by more than 20% after January 1. These provisional ratings have been assigned with a stable outlook: -- Emerson Reinsurance Limited -- $60 million senior secured term loan (Term D facility) at (P)Ba3; -- Emerson Reinsurance Limited -- $165 million senior secured term loan (Term C facility) at (P)Ba2; -- Emerson Reinsurance Limited -- $140 million senior secured term loan (Term B facility) at (P)Baa3; -- Emerson Reinsurance Limited -- $185 million senior secured term loan (Term A facility) at (P)A2. CIG Reinsurance Limited and New Castle Reinsurance Company Limited are Bermuda-based Class 4 reinsurers owned by investment funds managed by Citadel Limited Partnership. They write predominantly property catastrophe reinsurance but also other short-tail specialized lines. In 2006, CIG Re and New Castle Re wrote $265 million and $112 million of gross premiums, respectively. As of Dec. 31, 2006, CIG Re and New Castle Re had shareholder's equity of $799 million and $597 million, respectively. ENRON CORP: UBS Settles Equity Payment Suit for $115 Million ------------------------------------------------------------ UBS A.G. has entered into an agreement with Enron Creditors Recovery Corp. -- formerly Enron Corp. -- to settle litigation that Enron commenced against UBS in 2003 related to equity derivative contract payments that Enron sought to recover from UBS. UBS is settling this litigation without any admission of liability. UBS believes it had valid defenses to all of Enron's claims, but chose to settle this case to eliminate the uncertainty created by the proceeding. UBS is pleased to bring this matter to a close. Under the terms of the settlement, UBS will pay Enron $115 million and will waive a proof of claim for approximately $5.5 million that UBS filed in Enron's bankruptcy case. The settlement is subject to the approval of the U.S. Bankruptcy Court for the Southern District of New York. The U.S. Bankruptcy Code provides that, under certain circumstances, anyone who received a payment from a company that subsequently goes bankrupt may be required to return the payment if the company was insolvent or inadequately capitalized, or it made the payment with the intent to hinder, delay, or defraud its creditors. Enron's claims against UBS were premised on the contention that payments to UBS were recoverable on these bases, a contention that UBS disputed. Enron commenced this case in November 2003 to recover payments totaling approximately $418.3 million that were made during 2001 pursuant to swap agreements indexed to Enron's common stock and forward contracts in which UBS had agreed to sell and Enron had agreed to buy Enron stock. During fiscal year 2006, UBS provisioned funds toward the resolution of this case. This settlement will not materially impact future financial results. About Enron Corporation Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on December 2, 2001 (Bankr. S.D.N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Judge Gonzalez confirmed the Company's Modified Fifth Amended Plan on July 15, 2004, and numerous appeals followed. The Debtors' confirmed chapter 11 Plan took effect on Nov. 17, 2004. Albert Togut, Esq., at Togut Segal & Segal LLP, Brian S. Rosen, Esq., Martin Soslan, Esq., Melanie Gray, Esq., Michael P. Kessler, Esq., Sylvia Ann Mayer, Esq., at Weil, Gotshal & Manges LLP, Frederick W.H. Carter, Esq., Michael Schatzow, Esq., Robert L. Wilkins, Esq., at Venable, Baetjer and Howard, LLP, and Mark C. Ellenberg, Esq., at Cadwalader, Wickersham & Taft, LLP represent the Debtor. Jeffrey K. Milton, Esq., Luc A. Despins, Esq., Matthew Scott Barr, Esq., and Paul D. Malek, Esq., at Milbank, Tweed, Hadley & McCloy LLP represents the Official Committee of Unsecured Creditors. FORD MOTOR: Navistar Files Lawsuit for Breach of Contract --------------------------------------------------------- Navistar International Corporation has filed a lawsuit against Ford Motor Company for breach of contract relating to a diesel engine contract involving the Ford F-150 pickup truck. The suit, filed in the Circuit Court of Cook County, Illinois, seeks "at least hundreds of millions of dollars" worth of damages. Navistar believes that Ford intends to introduce a new diesel engine that actually was designed by International Truck and Engine Corporation, Navistar's principal operating company. According to the lawsuit, Ford is developing a 4.4 liter diesel engine for production in North America by late 2009 or 2010 or possibly earlier and intends to produce the engine itself for use in the F-150, and possibly other vehicles. The lawsuit states that Ford cannot do that without violating its contract with Navistar. Reportedly, Ford is considering producing V8 diesel engines at a Ford facility in Chihuahua, Mexico. The lawsuit states that International spent millions of dollars and devoted years of its employees' time to develop a next generation diesel engine named "Lion" for use in vehicles including the F-150 pickup trucks in which Ford had not previously offered diesel engines. Ford agreed that International, which has been the exclusive diesel engine supplier for Ford's heavy-duty pickup trucks since 1979, would manufacture the new diesel engines for Ford in North America. The lawsuit, filed June 4, 2007, is separate from previously reported litigation between the two companies. Earlier this year, Ford filed a lawsuit against Navistar involving 2007 engine pricing and prior period warranty claims on Power Stroke diesel engines. Navistar counter-sued, stating that pricing is consistent with contractual agreements, that the warranty claims are entirely without merit and that Ford has stopped honoring the terms of an agreement under which engines were built. Navistar amended its counter-complaint on May 2, 2007, and asked for in excess of $2 billion in damages. International's operating company recently launched a new 6.4L Power Stroke diesel engine for Ford that meets 2007 emissions standards while increasing performance, durability and fuel economy. About Navistar International Corp. Based in Warrenville, Illinois, Navistar International Corp. (NYSE:NAV) -- http://www.nav-international.com/-- is the parent company of Navistar Financial Corp. and International Truck and Engine Corp. The company produces International brand commercial trucks, mid-range diesel engines and IC brand school buses, Workhorse brand chassis for motor homes and step vans, and is a private label designer and manufacturer of diesel engines for the pickup truck, van and SUV market. The company also provides truck and diesel engine parts and service sold under the International brand. A wholly owned subsidiary offers financing services. About Ford Motor Co. Headquartered in Dearborn, Michigan, Ford Motor Co. (NYSE: F) -- http://www.ford.com/-- manufactures or distributes automobiles in 200 markets across six continents. With about 260,000 employees and about 100 plants worldwide, the company's core and affiliated automotive brands include Ford, Jaguar, Land Rover, Lincoln, Mercury, Volvo, Aston Martin, and Mazda. The company provides financial services through Ford Motor Credit Company. The company has operations in Japan in the Asia Pacific region. In Europe, the company maintains a presence in Sweden, and the United Kingdom. The company also distributes its brands in various Latin- American regions, including Argentina and Brazil. * * * As reported in the Troubled Company Reporter on Dec. 12, 2006, Standard & Poor's Ratings Services affirmed its 'B' bank loan and '2' recovery ratings on Ford Motor Co. As reported in the Troubled Company Reporter on Dec. 7, 2006, Fitch Ratings downgraded Ford Motor Company's senior unsecured ratings to 'B-/RR5' from 'B/RR4'. As reported in the Troubled Company Reporter on Dec. 6, 2006, Moody's Investors Service assigned a Caa1, LGD4, 62% rating to Ford Motor Company's US$3-billion of senior convertible notes due 2036. FOREST OIL: Completes Houston Exploration Acquisition ----------------------------------------------------- Forest Oil Corporation has it completed its acquisition of The Houston Exploration Company. Houston Exploration's on-shore North American asset base consists of assets in South and East Texas, the Arkoma Basin, Eastern Colorado Niobrara and the Uinta Basin and will add a significant inventory of low-risk repeatable play drilling opportunities to Forest's portfolio. Forest paid approximately $750 million in cash and issued approximately 24 million shares for the acquisition. Forest funded the cash portion of the acquisition with the net proceeds from its private placement of $750 million of 7.25% Senior Notes due 2019 and borrowings under its amended and restated credit facilities. Upon close of the pending sale of Forest's Alaska Business Unit, Forest intends to issue updated guidance. H. Craig Clark, President and CEO, stated, "The acquisition of Houston Exploration will add highly focused gas assets to the Forest portfolio to which we believe we can add significant value by reallocating capital, generating free cash flow, and increasing our presence in areas like East and South Texas. We are extremely pleased to welcome Houston Exploration's employees, most of whom will be located in our new Houston office and will be focused on projects in the combined companies' South Texas properties. Our team has done a terrific job in acquiring these assets while working on other transactions like our pending disposition of Alaska and the recent debt offering." Credit Facilities The company said that it has reached an agreement with its commercial banks to amend and restate its credit facilities in connection with the Houston Exploration transaction. The Initial Borrowing Base under the credit facilities will be $1.4 billion, and the term of the facilities has been extended to June 6, 2012. Commitments for the global facility will consist of a U.S. facility of up to $850 million and a Canadian facility of up to $150 million for a total of $1 billion. As of April 30, 2007, Forest had $167 million drawn on its global credit facility. The company also disclosed that it has closed its previously announced private placement of $750 million of 7.25% Senior Notes due 2019. Forest plans to use the net proceeds from the offering to finance a portion of the cash consideration associated with the Houston Exploration acquisition. About Forest Oil Forest Oil Corporation (NYSE:FST) -- http://www.forestoil.com/-- is engaged in the acquisition, exploration, development, and production of natural gas and crude oil in North America and selected international locations. Forest's principal reserves and producing properties are located in the United States in the Gulf of Mexico, Alaska, Louisiana, Oklahoma, Texas, Utah, and Wyoming, and in Canada. * * * As reported in the Troubled Company Reporter on June 4, 2007, Standard & Poor's Ratings Services affirmed its 'BB-' corporate credit rating on oil and gas exploration and production company Forest Oil Corp. and revised the outlook on the company to stable from negative. At the same time, Standard & Poor's assigned its 'B+' rating to Forest's proposed $500 million senior note offering. GEORGE EVERETTS: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------------- Debtor: George L. Everetts aka Willamette Valley Vending Service, Inc. aka Willamette Valley Vending Services P.O. Box 459 Turner, OR 97392 Bankruptcy Case No.: 07-61551 Chapter 11 Petition Date: June 4, 2007 Court: District of Oregon Judge: Albert E. Radcliffe Debtor's Counsel: Keith Y. Boyd, Esq. Loren S. Scott, Esq. Muhlheim Boyd, LLP 88 East Broadway Eugene, OR 97401-2933 Tel: (541) 868-8005 Estimated Assets: $100,000 to $1 Million Estimated Debts: $1 Million to $100 Million Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Fidelity Funding Co. business loans $513,665 P.O. Box 65644 Salt Lake City, OR 84165 Collins, Jan C. business loans $358,320 9640 39th Avenue South Turner, OR 97392 Firestone Financial security agreement $280,000 Attention: David S. value of security: Cohen $500,000 P.O. Box 610325 Newton, MA 02461 Fladwood, Clyde equipment loans $228,927 Mount Hood Distributing equipment loan $223,750 Elmer F. & Thelma V. operating capital $146,543 Polzel Trust Spiro, Joseph A. wage complaint $171,169 Eshelby, Sharon operating capital $105,824 Eshelby, Ron operating capital $88,166 Hagenauer, Michael operating capital $50,955 Martin, Kelly loan $28,049 Pelican Communications commissions owed $24,476 Graves, Brian personal loan $21,000 Smitty's Vending, Inc. equipment loan $19,825 Mount Coin Machine parts & supplies $19,103 Dist. Vend Northwest food products $13,800 Wells Fargo Auto security agreement: $7,648 Finance value of security: $8,788 Thomas, Yvette judgment $7,000 Eschelion Telecom, Inc. phone service $3,670 Nordyke, Robert E. attorney fees $3,300 GLOBAL ENTERTAINMENT: Spector & Wong Raises Going Concern Doubt --------------------------------------------------------------- Spector and Wong LLP, in Pasadena, California, expressed substantial doubt about Global Entertainment Holdings/Equities Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's operating losses of $1,105,375 and $743,019 for the years ended Dec. 31, 2006, and 2005, respectively. In the near term, the company expects operating costs to continue to exceed funds generated from operations. As a result, the company expects to continue to incur operating losses and may have insufficient funds to grow its business in the future. Entertainment Holdings/Equities Inc. reported a net loss of $1,105,375 for the year ended Dec. 31, 2006, compared with a net loss of $743,019 for the year ended Dec. 31, 2005. The company had no revenues for both years. Selling, general and administrative expenses increased to $1,217,465 for the year ended Dec. 31, 2006, compared with $733,246 for the year ended Dec. 31, 2005. Other income, net, increased to $112,090 from total other expense of $9,773 in 2005. At Dec. 31, 2006, the company's balance sheet showed $61,391,226 in total assets, $1,966,576 in total liabilities, and $59,424,650 in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the year ended Dec. 31, 2006, are available for free at http://researcharchives.com/t/s?20b8 About Global Entertainment Headquartered in Miami, Global Entertainment Holdings/Equities Inc. (Other OTC: GAMT.PK) -- http://www.globalentertainmentco.com -- is engaged in management and production of motion pictures in the United States. Its theatrical movies include its in house production and films acquired from third parties. The company has a library worth approximately 60 million dollars in motion picture titles. GLOWPOINT INC: Amper Politziner Raises Going Concern Doubt ---------------------------------------------------------- Amper, Politziner & Mattia PC, of Edison, N.J., expressed substantial doubt about Glowpoint, Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's working capital deficiency and recurring net losses. Amper Politziner noted that the company is in the process of seeking additional capital and that it has not yet secured sufficient capital to fund its operations. The company posted a $10,790,000 net loss on $19,511,000 of total revenue for the year ended Dec. 31, 2007, as compared with a $16,434,000 net loss on $17,735,000 of total revenue in the prior year. For the year ended Dec. 31, 2007, the company's total operating expenses decreased to $14,435,000 from $19,390,000 in the prior year and loss from operations also decreased to $8,507,000 from $16,639,000 in the prior year. Net cash used in operating activities decreased to $4,694,000 for the year ended Dec. 31, 2007, from $13,668,000 in the prior year. Net cash provided by financing activities also decreased to $5,585,000 for the year ended Dec. 31, 2007, from $9,415,000 in the prior year. The company had $761,000 in net cash used in investing activities for the year ended Dec. 31, 2007 and $1,779,000 in net cash provided by financing activities in the prior year. At Dec. 31, 2007, the company's balance sheet showed $8,393,000 in total assets and $17,096,000 in total liabilities, resulting to $11,591,000 in stockholders' deficit. The company also reported strained liquidity in its balance sheet with $5,228,000 in total current assets and $17,096,000 in total current liabilities. A full-text copy of the company's 2006 annual report is available for free at http://ResearchArchives.com/t/s?20bb About Glowpoint Inc Headquartered in Hillside, N.J., Glowpoint, Inc. -- (Other OTC: GLOW) -- http://www.glowpoint.com/-- provides IP-based video communications services worldwide. It operates a video communications service network that spans four continents. The company offers a portfolio of video communications services, including video-conferencing, multipoint video communications, professional services, and managed web- casting services for small, medium, and large organizations. It markets and sells its services to various sectors, including commercial, government, medical, legal, education, and broadcasting through both direct and indirect sales channels. Glowpoint has strategic alliances with Tandberg, Inc., Integrated Vision, and Sony Electronics, Inc. The company was founded in 1991. It was formerly known as Wire One Technologies, Inc. and changed its name to Glowpoint, Inc. in 2003. GUESS? INC: Earns $35.5 Million in First Quarter Ended May 5 ------------------------------------------------------------ Guess? Inc. reported financial results for the first quarter of its 2008 fiscal year, which ended May 5, 2007. For the first quarter of fiscal 2008, the company reported record net earnings of $35.5 million, an increase of 71.9% compared to net earnings of $20.7 million for the recast quarter ended April 29, 2006. Paul Marciano, Chief Executive Officer, commented, "The strength of our brand and the solid execution of our global strategy have driven these record results, which represented our 15th consecutive quarter of earnings growth. I am extremely pleased with our team's outstanding performance. All of our businesses generated double digit revenue growth, led by strong execution in our international operations. In Europe, the addition of Focus Europe, our contemporary line, and the growth of our existing businesses drove a 77% sales increase in the segment. Strong sales performance in South Korea drove Asian revenues higher and led to a 77% increase in our wholesale segment revenues." Mr. Marciano continued, "Our North American retail business performed extremely well, posting its 17th consecutive quarter of same store sales growth. And the strength of our accessory lines drove licensing revenue growth of 42%. It is important to note that our footwear licensee's business has been expanding rapidly. Compared to just a year ago, their business has experienced explosive revenue growth, more than doubling its volume in the period. W e continue to be very excited about the prospects of this business both domestically and internationally." Mr. Marciano concluded, "On a consolidated basis, we increased net earnings by 71.9%, driven by earnings growth in all of our businesses around the world. Our earnings were well balanced and our performance once again demonstrates the power of our diversified business model." Total net revenue for the first quarter of fiscal 2008 increased 42.3% to $377.9 million from $265.7 million in the prior-year period. The company's retail stores in the U.S. and Canada generated revenue of $179.5 million in the first quarter of fiscal 2008, a 19% increase from $150.9 million in the same period a year ago. Comparable store sales increased 13.6% for the quarter ended May 5, 2007, compared to the thirteen weeks ended May 6, 2006. The company operated 336 retail stores in the U.S. and Canada at the end of the first quarter of fiscal 2008 versus 316 stores a year earlier. Net revenue from the company's wholesale segment, which includes the Company's Asian operations, increased 77.4% to $59.2 million in the first quarter of fiscal 2008, from $33.4 million in the prior-year period. Net revenue from the company's European segment increased 77.2% to $118.9 million in the first quarter of fiscal 2008, compared to $67.1 million in the prior-year period. Licensing segment net revenue increased 41.5% to $20.3 million in the first quarter of fiscal 2008, from $14.3 million in the prior- year period. Operating earnings for the first quarter of fiscal 2008 increased 69.0% to $57.9 million from $34.3 million in the prior-year period. Operating margin in the first quarter improved 240 basis points to 15.3%, compared to the prior year's quarter. The margin expansion was driven by better product margins, significant operating margin expansion in the wholesale segment, and the positive impact in the company's first quarter business mix of the higher European business. The company's SG&A rate increased 30 basis points quarter over quarter. Five-Week Transition Period and Recast 2006 Financial Results The company also disclosed its financial results for the five-week transition period ended Feb. 3, 2007 and the results for the recast fourth quarter and year ended Feb. 3, 2007. The five-week transition period resulted from the company's decision to change its fiscal year. For the five-week transition period, revenues were $136.0 million, net earnings were $8.0 million. For the recast quarter ended Feb. 3, 2007, revenues were $396.2 million, operating earnings were $71.4 million, operating margin reached 18.0% and net earnings were $45.9 million. Revenues for the recast year ended Feb. 3, 2007 were $1.25 billion, operating earnings were $205.5 million, operating margin reached 16.4% and net earnings were $131.2 million. Guess? Inc. (NYSE: GES) -- http://www.guessinc.com/-- designs, markets, distributes and licenses a lifestyle collection of contemporary apparel, accessories and related consumer products. At May 5, 2007, the company operated 336 retail stores in the United States and Canada. The company also distributes its products through better department and specialty stores around the world. * * * Guess? Inc. still carries Standard & Poor's "BB" long-term foreign and local issuer credit ratings which were placed in December 2006. HAIGHTS CROSS: Receives Default Notice on Senior Notes ------------------------------------------------------ Haights Cross Communications, Inc. said that on May 29, 2007, it received a notice of default from Wells Fargo Bank, National Association, as trustee under the company's indenture for the company's 12-1/2% Senior Discount Notes due 2011. On the same day, the company, on behalf of Haights Cross Operating Company, a wholly-owned subsidiary, received a notice of default from the Trustee, as trustee under HCOC's indenture for HCOC's 11-3/4% Senior Notes due 2011. Filing Delay On April 2, 2007, the company filed a Notification of Late Filing on Form 12b-25 with the U.S. Securities and Exchange Commission relating to its inability to file on a timely basis its Annual Report on Form 10-K for the year ended December 31, 2006. The filing delay was a result of: (i) the need to complete work on a restatement of the company's financial statements for specified reasons, which the company has completed, and (ii) the need to further investigate, and to allow its independent accountants to conduct additional procedures with respect to, matters of disagreement that one of its directors had expressed concerning certain disclosures in the company's proposed Compensation Discussion & Analysis to be included in the Annual Report. On April 17, 2007, the company said that it would still be unable to file the Annual Report citing that the investigation was still ongoing. Terms of the Indenture Under Section 4.03(a) of the respective Indentures, the company, for itself and HCOC, is, among other things, required to timely deliver to the Trustee within the time periods specified by the Commission's rules and regulations the financial information required to be contained in the Company's Annual Report and to file all such information with the Commission. The Trustee provided the notices described above to notify the company and HCOC, respectively, that it is in violation of Section 4.03(a) of the applicable Indenture as a result of the delay in the filing of the Annual Report. The Indentures provide that the Company and HCOC have 60 days from receipt of a notice of default to cure such default before an event of default occurs under the Indentures. If an event of default occurs under the Indentures, then the Trustee or the holders of 25% in aggregate principal amount of the 12-1/2% Notes or the 11-3/4% Notes, respectively, may thereafter choose to declare the applicable Notes to be due and payable immediately, subject to any agreed upon waiver or rescission of acceleration. As of May 29, 2007, $110.2 million of the 12-1/2% Notes while $170.0 million of the 11-3/4% Notes were outstanding. Other Loans The company discloses that, along with HCOC, a failure to observe any covenant under the Indentures, which failure entitles the requisite holders of the Notes or the Trustee to accelerate the Notes, also would constitute an event of default under HCOC's $30 million Senior Secured Revolving Credit Facility, its $100 million Senior Secured Term Loan, and its $30 million Senior Secured Term Loan, which could lead to an acceleration of the unpaid principal and accrued interest under such agreements unless a waiver is obtained. The company says that HCOC has never drawn on the Senior Facility and has $0 in principal balance outstanding. As of May 29, 2007, the amount outstanding under these loans were: * $0 for the Senior Facility; * $96.3 million for the First Term Loan; and * $29.3 million for the Second Term Loan. Based in White Plains, New York, Haights Cross Communications, Inc. -- http://www.haightscross.com/-- develops and publishes products for the kindergarten through twelfth grade, or K-12, supplemental education, library, and medical education markets. Haights Cross imprints include: Sundance/Newbridge Educational Publishing (Northborough, MA), Triumph Learning (New York, NY), Buckle Down Publishing (Iowa City, IA), Options Publishing (Merrimack, NH), Recorded Books (Prince Frederick, MD), and Oakstone Publishing (Birmingham, AL). HAIGHTS CROSS: Default Notice Prompts S&P's Negative CreditWatch ---------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Haights Cross Communications Inc., including the 'CCC+' corporate credit rating, and ratings on subsidiary Haights Cross Operating Co. on CreditWatch with negative implications, based on Standard & Poor's concern about HCC's recent receipt of a notice of default from the trustee of certain of its unsecured debt issues based on its delinquency in filing financial statements. Total debt was $403 million as of Dec. 31, 2006. White Plains, New York-based HCC is a supplemental education publisher serving the school and library markets. "The resolution of the CreditWatch listing will depend on the company's ability to file the delayed financial reports and our evaluation of the company's business performance and liquidity at that time," said Standard & Poor's credit analyst Hal F. Diamond. HAYES LEMMERZ: Unit Completes Tender Offer for 10-1/2% Sr. Notes ---------------------------------------------------------------- Hayes Lemmerz International Inc. disclosed the expiration of the cash tender offer and consent solicitation of its indirect subsidiary, HLI Operating Company Inc. for any and all of the outstanding 10-1/2% Senior Notes Due 2010 (CUSIP No. 404216AB9) of HLI. The tender offer and consent solicitation for the Notes expired at 11:59 p.m., New York City time, on June 5, 2007. As of the Expiration Date, HLI had received tenders with respect to $154,238,000 in aggregate principal amount of the Notes pursuant to HLI's Offer to Purchase and Consent Solicitation Statement, dated May 8, 2007, and the related Letter of Transmittal and Consent for Tender Offer. HLI accepted for payment and paid for $154,178,000 in aggregate principal amount of such Notes on May 30, 2007. HLI expects to accept for payment and pay for the remaining Notes validly tendered prior to the Expiration Date on or about June 7, 2007. HLI intends to redeem the remaining $3,262,000 in aggregate principal amount of outstanding Notes that were not tendered by the Expiration Date prior to their maturity. The tender offer and consent solicitation were made solely by means of the Offer to Purchase and the related Letter of Transmittal and Consent for Tender Offer. About Hayes Lemmerz International Headquartered in Northville, Michigan, Hayes Lemmerz International Inc. (Nasdaq: HAYZ) -- http://www.hayes-lemmerz.com/-- global supplier of automotive and commercial highway wheels, brakes and powertrain components. The company has 30 facilities and approximately 8,500 employees worldwide. The company has operations in India, Brazil and Germany, among others. * * * As reported in the Troubled Company Reporter on May 4, 2007, Moody's Investors Service raised to B3 from Caa1 the corporate family and probability of default ratings of HLI Operating Company, Inc., a wholly-owned subsidiary of Hayes Lemmerz International, and changed the rating outlook to stable from negative. HENDRX CORP: Posts $438,593 Net loss in Quarter Ended March 31 -------------------------------------------------------------- Hendrx Corp. reported a net loss of $438,593 on revenue of $210,156 for the first quarter ended March 31, 2007, compared with a net loss of $436,145 on revenue of $32,955 for the same period last year. Revenue in the three month periods is based almost entirely on the sale of AWG units, which sales have dropped off significantly in the current period due to product complaints and the return of shipped product. Product modifications are now being tested to address these complaints. Cost of goods sold for the three months period ended March 31, 2007, was $286,237 as compared to $334,319 for the three month period ended March 31, 2006, a decrease of 14%. The decrease in cost of goods sold reflects the corresponding decrease in revenue over the periods. Selling expenses for the three month period ended March 31, 2007, were $26,645 as compared to $70,309 for the three month period ended March 31, 2006, a decrease of 62%. General and administrative expenses for the three month period ended March 31, 2007, were $272,562 as compared to $315,802 for the three month period ended March 31, 2006, a decrease of 14%. At March 31, 2007, the company's balance sheet showed $42,754,480 in total assets, $5,216,106 in total liabilities, and $37,538,374 in total stockholders' equity. The company's balance sheet at March 31, 2007, also showed strained liquidity with $2,456,864 in total current assets available to pay $4,216,106 in total current liabilities. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20b5 Going Concern Doubt Chisholm, Bierwolf & Nilson LLC, in Bountiful, Utah, expressed substantial doubt about Hendrx Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring losses from operations and working capital deficiency. About Hendrx Corp. HENDRX Corp. (OTC BB: HDRX.OB) through its wholly owned subsidiary, Eastway Global Investment Limited, which included the latter company's wholly-owned operating subsidiary, Fujian Yuxin Electronic Equipment Co., Ltd., manufactures and distributes water dispenser systems. YuXin owns patents of atmospheric water generation in China and utilizes patents under license that are registered in the United States. Its head office and plant facilities are located in Ron Qiao Economic Development Zone, Fuqing City, Fujian Province, P.R. China. HOLLISTON MILLS: Court Approves James Neidhart as CRO ----------------------------------------------------- The Holliston Mills Inc. obtained permission from the U.S. Bankruptcy Court for the District of Delaware to employ James D. Neidhart at Nightingale & Associates LLC as its Chief Restructuring Officer. The Debtor's board of directors will have direct oversight and control over Mr. Neidhart and Nightingale. As CRO, Mr. Neidhart will have direct oversight of all bankruptcy-related activities, including all reporting functions to the Court and appropriate constituencies. Mr. Neidhart will also oversee the sale of the Debtor's business or assets in accordance with the Court-approved sale and bidding procedures. Nightingale, if requested, will provide temporary staff to the Debtor to assist the Debtor in its restructuring efforts. Pursuant to an engagement letter, the Debtor will pay Nightingale $400 per hour for the services of Mr. Neidhart on the condition that the aggregate fees for all services will not exceed $8,000 per week times the number of weeks, or a fraction thereof. Mr. Neidhart will work for the Debtor for at least two days each week through the end of July 2007. In addition, the Debtor will also pay Nightingale a retainer of $16,000. Based in Church Hill, Tennessee, The Holliston Mills, Inc. -- http://www.icgholliston.com/-- produces fabrics for various coating applications. The company filed for Chapter 11 protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687). As of March 31, 2007, the Debtor had total assets of about $28,000,000 and total liabilities of about $27,500,000. HOLLISTON MILLS: Taps Young Conaway as Bankruptcy Counsel --------------------------------------------------------- The Holliston Mills Inc. asks the U.S. Bankruptcy Court for the District of Delaware for permission to employ Young Conaway Stargatt & Taylor LLP as its counsel, nunc pro tunc, to the bankruptcy filing. Young Conaway will: a. provide legal advice with respect to the Debtor's powers and duties as debtor-in-possession in the continued operation of its business and management of its property; b. prepare and pursue confirmation of a plan and approval of a disclosure statement; c. prepare on behalf of the Debtor necessary applications, motions, answers, orders, reports and other legal papers; d. appear in Court and to protect the interest of the Debtor before the Court; and e. perform all other legal services for the Debtor that may be necessary and proper in the case proceedings. The Debtor will pay Young Conaway based on these hourly rates: Professional Hourly Rate ------------ ----------- Robert S. Brady, Esq. $525 Joseph A. Malfitano, Esq. $365 Sean T. Greecher, Esq. $280 Margaret B. Whiteman, Esq. $265 Michelle Smith $130 To the best of the Debtor's knowledge, Young Conaway's does not represent an interest adverse to its estates. Based in Church Hill, Tennessee, The Holliston Mills, Inc. -- http://www.icgholliston.com/-- produces fabrics for various coating applications. The company filed for Chapter 11 protection on May 21, 2007 (Bankr. D. Del. Case No. 07-10687). As of March 31, 2007, the Debtor had total assets of about $28,000,000 and total liabilities of about $27,500,000. IDEARC INC: March 31 Balance Sheet Upside-down by $8.75 Billion --------------------------------------------------------------- Idearc Inc.'s balance sheet at March 31, 2007, showed $1.51 billion in total assets and $10.26 billion in total liabilities, resulting in an $8.75 billion total stockholders' deficit. Idearc Inc. reported net income of $104 million on total operating revenue of $806 million for the first quarter ended March 31, 2007, compared with net income of $223 million on total operating revenue of $813 million for the same period last year. Net income for the current quarter includes the effect of one-time costs related to the spin-off from Verizon of $16 million after tax. Excluding these items, Idearc's adjusted pro forma net income was $120 million. "Our strategy to invest back into the business is working," said president and chief executive officer Kathy Harless. "Our first- quarter results are positive. We will continue to drive the print business and take advantage of significant growth opportunities with Superpages.com." Harless continued: "When you remove the one-time costs associated with our spin-off from Verizon and activities associated with discontinued printing operations, the results give a picture of a growing industry leader. We are continuing to build momentum with our multi-platform strategy, and we are confident about our future." Driven by continued improvement in print sales and strong growth in Superpages.com, adjusted pro forma revenues were flat in the first quarter compared to the same period in 2006. Without adjusting for 2006 discontinued operations, 2007 first-quarter revenue of $806 million reflected a slight decline of 0.9 percent compared to $813 million recorded for the same period in 2006. Internet revenue of $68 million in the first quarter of 2007 reflected continued strong performance with more than 30 percent growth compared to the same period in 2006 and a 36 percent increase in network searches. Superpages.com's consistent strong performance was driven by solid growth from all sales channels, increased traffic and pay-for-performance product offerings. Idearc also reported operating income before interest, taxes, depreciation and amortization (OIBITDA) of $356 million for the first quarter of 2007. On an adjusted pro forma basis, excluding a one-time cost of $25 million, OIBITDA for the first quarter was $381 million, a decline of 4.5 percent compared to the same period in 2006. The slight contraction was due primarily to the company's investment in additional sales representatives in 2006, which was completed in the second quarter of 2006. Adjusted pro forma OIBITDA results produced adjusted pro forma margins of 47.3 percent in the first quarter of 2007 and 49.5 percent in the same period in 2006. Adjusted pro forma OIBITDA increased $18 million or 5.0 percent from the fourth quarter of 2006 due to improved revenue, reduced bad debt expense and timing of selling expense. Free cash flow for the period was $191 million, including the cash impact of $12 million associated with one-time transition costs. Multi-product advertising sales of $779 million for the quarter ended March 31, 2007, were close to flat in the first-quarter, reflecting a slight decline of 0.3 percent, as compared to $781 million the first-quarter of 2006. Net multi-product advertising sales is a non-GAAP statistical measure. The company uses this measure to distinguish net multi-product advertising sales from total operating revenue, which is recognized on the company's financial statements under the deferral and amortization method. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20b4 About Idearc Inc. Idearc Inc. (NYSE: IAR) -- http://www.idearc.com/-- connects buyers with sellers with its multi-platform of advertising solutions including Verizon(R) Yellow Pages and smaller-sized portable Verizon(R) Yellow Pages Companion Directories, Superpages.com(R) , Superpages MobileSM, Solutions At Hand(TM) magazine and Solutions Direct(TM) direct mail packages. Idearc provides sales, publishing and other related services for more than 1,200 distinct directory titles in 35 states and the District of Columbia. Superpages.com, the expert in local search with more than 2.8 billion network searches in 2006 and 18 million businesses in the United States, offers advertisers a variety of online advertising solutions. Superpages Mobile provides local search functionality for wireless subscribers. INNOVATIVE TECHNOLOGY: Section 341(a) Meeting Scheduled on June 26 ------------------------------------------------------------------ The U.S. Trustee for Region 4 will convene a meeting of Innovative Technology Application Inc.'s creditors at 1:00 p.m., on June 26, 2007, at the Office of the U.S. Trustee, 115 South Union Street, Suite 208, Alexandria, Virginia. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Innovative Technology Application Inc. in Springfield, Virginia, -- http://www.itapages.com/-- is a Federal contractor that specializes in knowledge management and counterterrorism consulting products and services. The Debtor filed for chapter 11 protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324). Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection, it listed estimated assets and debts between $1 Million to $100 Million. Its bankruptcy petition showed that its largest unsecured creditors have claims of more than $10 million. INNOVATIVE TECHNOLOGY: Can Use Provident's Cash Collateral ---------------------------------------------------------- The Hon. Robert G. Mayer of the U.S. Bankruptcy Court for the Eastern District of Virginia gave its final order authorizing Innovative Technology Application Inc. to use Provident Bank's cash collateral. The Debtor relates that the use of cash collateral will provide it with the necessary capital to operate its business, preserve its assets, including its on-going contracts, pay its employees, and conduct an organized sale of its assets. The Debtor's cash collateral budget is available for free at: http://ResearchArchives.com/t/s?20b6 In its request for use of cash collateral, the Debtor stated it had little cash when it commenced its Chapter 11 case and is entirely dependent on Cash Collateral for survival. Without access to cash collateral, the Debtor contended that it would be unable to continue as a going concern, which would result in substantial harm to its creditors and parties in interest. As of the bankruptcy filing, Debtor is indebted to Provident under a term loan and revolving credit facility in the current approximate amount of $6 million. However, the Debtor has been unable to satisfy its obligations to Provident under the Facility due to various business reverses. Since 2005, the Debtor has been operating under a series of forbearance agreements between it and Provident. The Facility is secured by first priority security interests and liens on substantially all of the Debtor's assets including, among other things, the proceeds of its accounts receivable, which constitute cash collateral. The Debtor had previously requested that the court hold the interim hearing as soon as practicable due to the Debtor's urgent need for use of cash collateral. The Debtor obtained from the Court an interim order to use cash collateral on May 31, 2007. The court had initially scheduled a final hearing on June 26, 2007, at Judge Mayer's courtroom in Alexandria, Virginia, but the Court's final order approving the use of the cash collateral was granted to the Debtor on May 31, 2007. Innovative Technology Application Inc. in Springfield, Virginia, -- http://www.itapages.com/-- is a Federal contractor that specializes in knowledge management and counterterrorism consulting products and services. The Debtor filed for chapter 11 protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324). Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection, it listed estimated assets and debts between $1 Million to $100 Million. Its bankruptcy petition showed that its largest unsecured creditors have claims of more than $10 million. INNOVATIVE TECHNOLOGY: Wants Stillwater as Financial Advisor ----------------------------------------------------------- Innovative Technology Application Inc. asks the U.S. Bankruptcy Court for the Eastern District of Virginia for permission to employ Stillwater LLC as its financial advisor. Stillwater will: (a) evaluate the Debtor, its current financial condition franchise value, operations and projected results; (b) assess the strategic alternatives for the Debtor including liquidation, or sale as a going concern; (c) consult with the Debtor and its advisors on the financial issues and options concerning a potential liquidation or sale of the Debtor; (d) identify potential alternative going concern bidders; (e) participate in the assessment of the highest and best bids; (f) present the results of its analysis to the Debtor and its counsel; (g) as appropriate, participate in calls and meetings with Debtor's management and counsel and the negotiation of any plan of reorganization and other financial matters which concern the Debtor; (h) perform other financial advisory and investment banking services as are customary in engagements of the type contemplated hereby and as may be reasonably agreed upon by the Debtor, as the case may be, and Stillwater. Stillwater will work closely with the Debtor's representatives and the other professionals retained by the Debtor to ensure that there is no unnecessary duplication of services performed or charged to the Debtor's estate. Stillwater will charge $300 per hour for the work of Anthony Otten, its Managing Director. To the best of the Debtor's knowledge, Stillwater represents no adverse interest to the Debtor which would preclude it from acting as financial advisor to the Debtor and its employment will be in the best interest of the Debtor's estate. Innovative Technology Application Inc. in Springfield, Virginia, -- http://www.itapages.com/-- is a Federal contractor that specializes in knowledge management and counterterrorism consulting products and services. The Debtor filed for chapter 11 protection on May 24, 2007 (Bankr. E.D. Va. Case No. 07-11324). Stephen E. Leach, Esq., at Leach Travell Britt, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection, it listed estimated assets and debts between $1 Million to $100 Million. Its bankruptcy petition showed that its largest unsecured creditors have claims of more than $10 million. INTERSTATE BAKERIES: Has Until October 5 to File Chapter 11 Plan ---------------------------------------------------------------- The U.S. Bankruptcy Court for the Western District of Missouri further extended Interstate Bakeries and its debtor affiliates' exclusive periods to: (a) file a plan of reorganization through Oct. 5, 2007; and (b) solicit acceptances of that plan through Dec. 5, 2007. As reported in the Troubled Company Reporter on May 18, 2007, the Debtors told the Court that the Debtors' board of directors, the Debtors, the Official Committee of Equity Security Holders, the Official Committee of Unsecured Creditors, and the prepetition secured lender steering group need additional time to refine and present a five-year business plan, to complete the valuation analysis, and to explore exit financing alternatives to develop a feasible plan of reorganization. Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014) in total debts. The Debtors' exclusive period to file a chapter 11 plan expires on June 2, 2007. (Interstate Bakeries Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). INTERSTATE BAKERIES: Court Okays Kent Magill Employment Deal ------------------------------------------------------------ The U.S. Bankruptcy Court for the Western District of Missouri authorized Interstate Bakeries and its debtor-affiliates to enter into an employment agreement with Kent B. Magill, nunc pro tunc to April 25, 2007, and allowing all payments, awards and benefits specified in the Employment Agreement as actual and necessary expenses pursuant to Section 503 of the Bankruptcy Code. J. Eric Ivester, Esq., at Skadden Arps Slate Meagher & Flom LLP, in Chicago, Illinois, related to the Court that under the Employment Agreement, Mr. Magill will continue to serve as the executive vice president, general counsel and corporate secretary of the Debtors. Mr. Magill has been a crucial part of the Debtors' reorganization efforts, so the relief requested is designed to assure that Mr. Magill's services remain available throughout the Debtors' bankruptcy cases, Mr. Ivester explained. Mr. Ivester noted that there are two primary reasons for changing the terms of Mr. Magill's employment: (1) Mr. Magill's compensation has been substantially below that of his peers; and (2) Mr. Magill is one of the key members of the management team who is focusing on the restructuring. The terms of the Employment Agreement are intended to motivate and provide incentive for Mr. Magill to achieve the best possible outcome for parties-in-interest in these Cases, Mr. Ivester said. He added that the Debtors have determined that the Employment Agreement is in the best interest of the Debtors' estates, creditors and other parties-in-interest and is critical to the Debtors' prospects for a successful reorganization. Mr. Magill is responsible for ensuring the company's legal and regulatory compliance and advising both the board of directors and CEO Craig D. Jung on all issues that may materially affect the company's health, public reputation and business prospects. He also oversees the company's risk mitigation practices, crisis management team and public relations. In addition, Mr. Magill is currently involved in matters that are key to the Debtors' business operations and restructuring including: -- the company's efforts to become compliant with its SEC filing requirements; -- development of compliance programs to overcome the significant hurdles imposed by the Sarbanes-Oxley legislation; -- the company's diverse and complex labor circumstances, which are quite unique in light of the Debtors' more than 400 labor contracts; -- the company's efforts to understand and deal with its MEPPA obligations; -- providing key advice to, and develop processes for, the Board as it fulfills its oversight functions; -- coordinating the efforts of over 47 law firms and other advisors who do work for the company in 48 states. Mr. Magill is likewise intimately involved in, and helps the chief restructuring officer and chief financial officer oversee, the restructuring efforts of the company including constant contact with the attorneys, investment bankers and financial advisors, who have been engaged by the company. Mr. Ivester told the Court that Mr. Jung and the newly reconstituted board of directors unanimously endorsed the Debtor's entry into the Employment Agreement with Mr. Magill. Mr. Jung, working closely with the chairman and compensation committee of the board and an independent compensation consultant, developed the nature and amount of compensation reflected in the Employment Agreement, Mr. Ivester disclosed. The Debtors believe that their official committees also support the relief requested. The salient terms of the Employment Agreement include: (a) Mr. Magill will serve as the executive vice president, general counsel and corporate secretary of the company, and will report solely and directly to the Board and the CEO; (b) The term of Mr. Magill's employment will be for a period commencing on the effective date of the employment agreement and ending on its third anniversary, provided that the Term be automatically extended for additional one-year periods unless either the company or Mr. Magill gives the other prior written notice of at least 120 days to the date of the Term's expiration that the party is electing not to extend the Term; (c) Mr. Magill will receive an annual base salary of $375,000, which will be reviewed at least annually by the Compensation Committee, and which may be increased from time to time as will be determined by the Compensation Committee; and (d) During the Term, Mr. Magill will be eligible to receive an additional annual performance-based cash bonus award pursuant to the terms and conditions of the company's annual performance bonus plan. He is also entitled to receive a $750,000 special cash award. Headquartered in Kansas City, Missouri, Interstate Bakeries Corporation is a wholesale baker and distributor of fresh-baked bread and sweet goods, under various national brand names, including Wonder(R), Baker's Inn(R), Merita(R), Hostess(R) and Drake's(R). Currently, IBC employs more than 25,000 people and operates 45 bakeries, as well as approximately 800 distribution centers and approximately 800 bakery outlets throughout the country. The company and seven of its debtor-affiliates filed for chapter 11 protection on Sept. 22, 2004 (Bankr. W.D. Mo. Case No. 04-45814). J. Eric Ivester, Esq., and Samuel S. Ory, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed $1,626,425,000 in total assets and $1,321,713,000 (excluding the $100,000,000 issue of 6.0% senior subordinated convertible notes due August 15, 2014) in total debts. The Debtors' exclusive period to file a chapter 11 plan expires on June 2, 2007. (Interstate Bakeries Bankruptcy News, Issue No. 62; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). ION MEDIA: CIG and Citadel Completes Initial Tender Offer --------------------------------------------------------- ION Media Networks Inc. disclosed that CIG Media LLC and other affiliates of Citadel Investment Group L.L.C. has completed the initial offering period of their tender offer for any and all of ION Media's outstanding shares of Class A common stock at a price of $1.46 net per share in cash. When the initial offering period of the tender offer expired at 12:00 midnight, New York City time, on June 1, 2007, approximately 40,624,885 shares, including approximately 520,826 shares tendered pursuant to guaranteed delivery procedures, representing approximately 62.1% of the Class A common stock outstanding had been validly tendered. These shares represent 86.1% of the shares of ION Class A common stock held by the public and, taken together with the 2,724,207 shares held by CIG Media prior to the tender offer and the 15,455,062 shares held by affiliates of Lowell W. Paxson that CIG Media is purchasing pursuant to a call agreement, represent approximately 89.9% of the outstanding shares of ION's Class A common stock. All validly tendered shares have been accepted for payment, and payment will be made promptly in accordance with the terms of the offer. The Citadel affiliates also commenced a subsequent offering period that will expire at 5:00 p.m., New York City time, Friday, June 15, 2007. CIG Media will pay $1.46 net in cash per share of Class A common stock of ION for shares tendered in the subsequent offering period, the same amount as it paid in the initial offering period. CIG Media will immediately accept all shares validly tendered during the subsequent offering period and will pay for the shares promptly after acceptance, in accordance with the terms of the offer. ION stockholders tendering shares during the subsequent offering period may not withdraw their shares and cannot deliver their shares using the guaranteed delivery procedures. All other terms and conditions of the offer remain the same. On May 4, 2007, ION filed a solicitation/recommendation statement on Schedule 14D-9 with the Securities and Exchange Commission in relation to the tender offer. Stockholders of ION may obtain a free copy of these documents by contacting Innisfree M&A Incorporated, the information agent for the tender offer, at (888) 750-5834 (toll free). About Citadel Investment Group Headquartered in Chicago, Illinois, Citadel Investment Group is an institution in the alternative investment management, services and capital markets arenas. Since its founding in 1990, Citadel has expanded to deploy investment capital across a diversified set of proprietary investment strategies around the world and to deliver a range of capital markets, alternative investment management and alternative investment services. The Citadel group of companies employ over 1,000 professionals at and across offices around the world, including New York, San Francisco, London, Hong Kong and Tokyo. About ION Media Networks ION Media Networks Inc. (AMEX: ION) -- http://www.ionmedia.tv/ -- owns and operates a broadcast television station group and ION Television, reaching over 90 million U.S. television households via its nationwide broadcast television, cable and satellite distribution systems. ION Television currently features popular television series and movies from the award-winning libraries of Warner Bros., Sony Pictures Television, CBS Television and NBC Universal. In addition, the network has partnered with RHI Entertainment, which owns over 4,000 hours of acclaimed television content, to provide high-quality primetime programming beginning July 2007. Utilizing its digital multicasting capability, ION Media Networks has launched several new digital TV brands, including qubo, a television and multimedia network for children formed in partnership with Scholastic, Corus Entertainment, Classic Media and NBC Universal, as well as ION Life, a television and multimedia network dedicated to health and wellness for consumers and families. * * * As reported in the Troubled Company Reporter on May 9, 2007, Standard & Poor's Ratings Services placed its ratings on Ion Media Networks Inc., including the 'CCC+' corporate credit rating, on CreditWatch with developing implications. The CreditWatch placement follows TV broadcaster Ion's announcement that it entered into an agreement with Citadel Investment Group LLC and NBC Universal Inc. for a comprehensive recapitalization of Ion. JAMES GREEN: Case Summary & 13 Largest Unsecured Creditors ---------------------------------------------------------- Debtor: James C. Green, Jr. P.O. Box 153 Tupelo, MS 38802 Bankruptcy Case No.: 07-11869 Chapter 11 Petition Date: June 4, 2007 Court: Northern District of Mississippi (Aberdeen) Debtor's Counsel: J. Walter Newman, IV, Esq. 248 East Capitol Street, Suite 539 539 Trustmark Building Jackson, MS 39201 Tel: (601) 948-0586 Fax: (601) 948-0588 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's 13 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Capitol Factors $10,000,000 P.O. Box 79 Memphis, TN 38101-0079 Bank of New Albany $7,496,166 P.O. Drawer 811 New Albany, MS 38652 First Tennessee Bank $1,100,000 P.O. Box 84 Memphis, TN 38101-0084 Bank of Vernon 560 acres $2,545,415 P.O. Box 309 value of Vernon, AL 35592 security: $1,000,000 Merchants & Farmers Bank $751,188 P.O. Box F Tupelo, MS 38802 Community Bank $618,479 P.O. Box 270 Amory, MS 38821 First Commercial Bank $581,647 P.O. Box 12868 Jackson, MS 39236 BancorpSouth Note 3512-39 $951,547 P.O. Box 789 $5,000. State of Tupelo, MS 38802-0789 Mississippi Highway Reference Bonds Ser. 1978 Note 6947-20 $5,000. City of Gainsville, FL Bonds, Ser. 1979 Note 8542-20 $5,000. City of Gain; value of security: $395,000 $158,081 Renasant Bank 28,095 shares; $808,158 P.O. Box 4140 value of security: Tupelo, MS 38803-4140 $700,000 Trustmark Bank note 3520-10,000 $501,072 P.O. Box 291 shares of Jackson, MS 39205 Peoploungers, Inc. stock Note 1423- 150,000 shares of Peoploungers, Inc. stock AmSouth Bank line of credit $100,812 Bank of America $76,780 American Express $28,004 KEYSTONE AUTOMOTIVE: Moody's Cuts Ratings on Weak Credit Metrics ---------------------------------------------------------------- Moody's Investors Service lowered the Corporate Family and Probability of Default of Keystone Automotive Operations, Inc. to B3 from B2. Moody's also lowered the ratings of the company's senior secured term loan to B2 from B1, and its guaranteed senior subordinated notes to Caa2 from Caa1. The outlook remains negative. These rating actions reflect the deterioration in Keystone's credit metrics that has occurred during the second half of 2006 which Moody's anticipates will continue through 2007. This deterioration is largely due to the customer overlap and related loss in revenues that occurred subsequent to the December 2005 acquisition of Reliable Investments, Inc. Revenues and margins for Keystone's aftermarket accessory sales have also been hurt by the declining level of new vehicle sales in the truck and SUV segments. While 2007 should reflect the elimination of certain duplicative costs resulting from the acquisition, the company's credit metrics are expected to be consistent with current rating. The negative outlook reflects Moody's continuing concern that Keystone's operating performance and cash flow could come under further pressure unless the company is able to stem the revenue losses that have been caused by the post-acquisition customer overlap. The company's performance also remains vulnerable to further erosion in the truck and SUV markets and increasing competitive pricing in its markets. A key element in Keystone's ability to contend with these challenges is to meet its target of being cash flow positive for 2007. The degree to which the company can reduce levels of working capital during the coming quarters could avoid further pressure on the rating. Ratings lowered: -- Corporate Family Rating, to B3, from B2; -- Probability of Default Rating, to B3, from B2; -- Senior secured term loan to B2 (LGD3 39%) from B1 (LGD3 42%); -- Guaranteed senior subordinated unsecured notes due 2013, to Caa2 (LGD5 85%) from Caa1 (LGD5 85%); -- The $125 million secured asset based revolving credit facility is not rated by Moody's. The last rating action for Keystone was on Dec. 8, 2006 when the ratings were affirmed. For the 12-month period ending March 31, 2007, Debt/EBITDA approximated 6.8x, and EBIT/Interest approximated 0.9x. Free cash flow was approximately negative $11 million. Free cash flow continued to be negatively impacted by higher inventory levels resulting from the Reliable acquisition and a warehouse expansion in the southeast. Free cash flow may improve in the near-term if inventory levels are improved. Future events that would be necessary to achieve improvement in Keystone's rating outlook include: improved margins and free cash flow resulting from the realization of operational synergies from the Reliable acquisition, which would result in a de-leveraging of the company's balance sheet so that Debt/EBITDA (using Moody's standard adjustments) is sustained below 5.5X, and EBIT/Interest improving above 1.3x. Future events that have the potential to lower Keystone's ratings include: -- further deterioration in the company's operating margins; -- an erosion in the inventory and working capital management systems that result in working capital consumption of cash and weakening liquidity, or higher leverage resulting from additional acquisitions. Consideration for lower ratings could result if any combination of the above factors results in deteriorating EBIT/Interest, increased Debt/EBITDA. Keystone, headquartered in Exeter, Pennsylvania, competes as a leading distributor in the specialty accessories and equipment segment of the broader automotive aftermarket equipment industry. Keystone's specialty products are used by consumers to improve the performance, functionality, and appearance of their vehicles. The company sells only a nominal dollar amount of commodity replacement parts. Keystone is presently the dominant player in the Northeast, with a strong presence as well in the Midwest, the Southeast, and Canada. Keystone's revenues approximate $607 million. M. GRANDE RESORT: Section 341(a) Meeting Scheduled for June 29 ------------------------------------------------------------s-- The U.S. Trustee for region 4 will convene a hearing of M. Grande Resort LLC's creditors on June 29, 2007, at 10:45 a.m., at Columbia First Meetings. This is the first meeting of creditors required under Section 341(a) of the Bankruptcy Code in all bankruptcy cases. All creditors are invited, but not required, to attend. This Meeting of Creditors offers the one opportunity in a bankruptcy proceeding for creditors to question a responsible office of the Debtor under oath about the company's financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Myrtle Beach, South Carolina, M. Grande Resort LLC owns and operates an oceanfront 16-story hotel. The company filed for Chapter 11 protection on May 30, 2007 (Bankr. S.C. Case No. 07-02867). No Official Committee of Unsecured Creditors has been appointed in the Debtor's cases. When the Debtor filed for protection its estimated assets at $22,627,475 and estimated debts at $7,972,412. MONARCH COMMERCIAL: Case Summary & 8 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: Monarch Commercial Roofing, Inc. 8250 Alpine Avenue, Suite H Sacramento, CA 95826 Bankruptcy Case No.: 07-24224 Type of Business: The Debtor is a roofer. Chapter 11 Petition Date: May 5, 2007 Court: Eastern District of California (Sacramento) Judge: Michael S. McManus Debtor's Counsel: W. Austin Cooper, Esq. 2151 River Plaza Drive, Suite 195 Sacramento, CA 95833 Tel: (916) 927-2525 Total Assets: $894,204 Total Debts: $3,198,248 Debtor's Eight Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Allied Building Products security interest; $2,725,310 File 57188 value of Los Angeles, CA security: 90074-7188 $802,000 Mainstay Business payroll advances $344,318 Solutions 1180 Iron Road, Suite 210 Folsom, CA 95630 Ford Credit 2006 Ford F-250; $41,128 P.O. Box 7172 value of Pasadena, CA 91109-7172 security: $27,425 North Sac Financial 2000 Ford F-650 $17,000 value of security: $8,000 Basham Parker, L.L.P. legal services $16,425 D.&K. Material Stockers services, roof $10,563 loading of tile or roofing materials Coastal Employer's, Inc. payroll services $2,731 Capital One revolving charge $697 MONTECITO BROADCAST: Sale Exploration Cues S&P's Negative Watch --------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Montecito Broadcast Group LLC, including the 'B' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement follows TV broadcaster Montecito's decision to explore the sale of its stations after being approached by potential buyers. San Luis Obispo, California-based Montecito owns and operates four broadcast TV stations in Portland, Oregon; Honolulu; and Wichita and Topeka, Kansas. The Company had total debt of approximately $156 million as of March 31, 2007. In resolving the CreditWatch listing, S&P will consider the company's operating performance, financial structure, and outlook given the outcome if the company is sold. Montecito has exhibited a narrowing margin of compliance with the financial covenants on its bank credit facilities, because its anticipated revenue enhancements and cost savings have been delayed. "If the company is sold, S&P believe that the new financial structure would probably remain highly leveraged with possible downside vulnerability, and S&P see no immediate indication that any acquirer would be a lower-leveraged, higher-quality credit or would inject additional equity into the company," said Standard & Poor's credit analyst Deborah Kinzer. MYSTIC RE: S&P Rates $150 Million 2007-1 Class A Notes at B+ ------------------------------------------------------------ Standard & Poor's Ratings Services said that on June 1, 2007, it assigned its 'B+' senior secured debt rating to Mystic Re II Ltd.'s $150 million Class A Series 2007-1 principal at-risk variable rate notes. This is the first issuance under Mystic II's newly established principal at-risk variable rate note program. The proceeds from the issuance of the notes will provide Liberty Mutual Insurance Co. (A/Stable/A-1) with a source of index based coverage for hurricanes in the covered area on a per occurrence basis over a four-year period. This is the fourth hurricane-linked catastrophe bond for which Liberty Mutual was the sponsor, the first three being issued in 2006 under the Mystic Re Ltd. program. "The rating is based on the modeled probability of attachment and the analysis of the deal structure," said Standard & Poor's credit analyst Gary Martucci. AIR Worldwide Corp.'s proprietary model was used to determine the probability of attachment of the notes. The initial probability of attachment based on the near-term analysis for the notes is 283 bps. The initial trigger amount is $25 billion and the initial exhaustion amount is $30 billion. AIR will remodel the transaction each year to keep the probability of attachment at a level equal to or less than initial probability of attachment. The trigger and exhaustion amounts will change accordingly to reflect this annual reset. Losses to noteholders will be calculated using the following formula: The weighed industry losses are determined by the multiplying the PCS estimate of losses resulting from a hurricane by the related payout factor, 40% for Florida and 100% for all other states in the covered area, and summing the results. The proceeds from the issuance of the notes are invested in high- quality permitted investments within a collateral account. Mystic II will swap the total return of the asset portfolio with European Finance Reinsurance Co. Ltd., which has been guaranteed by Swiss Reinsurance Co. (AA-/Stable/A-1+) in exchange for quarterly LIBOR- based payments less eight basis points. The premium received by Mystic II pursuant to the reinsurance agreement, combined with the payments received under the swap will be used to make the scheduled interest payments to the noteholders. The notes will provide Liberty Mutual Insurance Co. with a source of multiyear retrocessional capacity linked to reinsurance of hurricane exposure for the covered area. If a hurricane passes through the covered area and the weighted average insured industry property losses from personal lines, commercial lines, and auto and vehicle lines as set forth in the most recent catastrophe bulletin release by the Property Claim Services results in a loss of more than $25.0 billion, it is anticipated that there will be a reduction in the outstanding principal amount of the notes. If the weighted average insured industry losses equal or exceed $30.0 billion, then the entire principal amount will be lost. Liberty Mutual will pay Mystic's up-front and ongoing expenses in connection with this security issuance. MYSTIQUE ENERGY: Calgary Oil Company Buys Oil Assets for $19.2MM ---------------------------------------------------------------- Mystique Energy, Inc. has accepted an offer from a Calgary based petroleum company to purchase all of Mystique's oil and gas assets and tax pools for gross proceeds of $19.2 million. The effective date of the purchase is June 1, 2006. Closing of the transaction is anticipated to occur during the first week of July 2007. Net proceeds from the sale of the assets will be used to eliminate Mystique's debt to its primary lender and other secured creditors. The remaining proceeds will be used to pay down the debt owed to unsecured creditors. The transaction is the conclusion of a process in which the company engaged GMP Securities L.P. to seek strategic alternatives for Mystique. Mystique Energy Mystique Energy, Inc. -- http://www.mystiqueenergy.ca/-- (TSXV: MYS) is a junior oil & gas company focused on exploration and development of petroleum and natural gas reserves, with production in western Alberta. * * * As reported in the Troubled Company Reporter on May 30, 2007, The Court of Queen's Bench has extended, until July 17, 2007, Mystique Energy, Inc.'s stay of proceedings under the Companies' Creditors Protection Act. The company continues to engage GMP Securities LP to identify and consider strategic alternatives including a possible merger, amalgamation, reorganization or takeover of the company, or the sale of some or all of its assets, or any other alternatives that are considered to be in the best interests of Mystique, including the participation of interested parties in formulating the Plan with the company to propose to the affected stakeholders. NATURALLY ADVANCED: Posts $134,818 Net Loss in Qtr. Ended March 31 ------------------------------------------------------------------ Naturally Advanced Technologies Inc. reported a net loss of $134,818 on sales of $616,061 for the first quarter ended March 31, 2007, compared with a net loss of $324,824 on sales of $285,194 for the same period ended March 31, 2006. The increase in sales is mainly due to the contribution to sales of the new apparel line under the HT Naturals brand. Gross margin increased to $235,325 for the three-month period ended March 31, 2007, compared to $70,155 for the same period in 2006. Gross margin increased due to the increase in sales, as well as the sale of new inventory at a higher margin. Operating expenses decreased to $370,143 for the quarter ended March 31, 2007, compared to operating expenses of $412,189 during the three-month period ended March 31, 2006. Operating expenses for the three-month period ended March 31, 2007, were reduced by $46,663 in government grants received under the Government of Canada's Scientific Research and Experimental Development tax credit program. The decrease in loss was due in part to the decrease in research and development expenses and in legal and accounting fees, and the receipt of the government grant in the amount of $46,663. At March 31, 2007, the company's balance sheet showed $1,448,074 in total assets and $1,123,729 in total liabilities, and $324,345 in total stockholders' equity. Full-text copies of the company's consolidated financial statements for the quarter ended March 31, 2007, are available for free at http://researcharchives.com/t/s?20ba Going Concern Doubt Dale Matheson Carr-Hilton Labonte LLP, in Vancouver, Canada, expressed substantial doubt about Naturally Advanced Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2006, and 2005. The auditing firm pointed to the company's significant losses since inception and further anticipated losses in the development of its business. About Naturally Advanced Naturally Advanced Technologies Inc. (OTC BB: NADVF.OB) -- http://www.naturallyadvanced.com/-- is the leading provider of sustainable, environmentally-friendly fibers and fabrics as well as bast fiber enzymatic processes(TM). The company was founded in 1995 in response to the growing demand for environmentally friendly, socially responsible clothing and has evolved into two operating entities: HT Naturals and Crailar(TM) Fiber Technologies. NIGHTHAWK RADIOLOGY: Moody's Assigns Ba3 Corporate Family Rating ---------------------------------------------------------------- Moody's Investors Service assigned ratings to NightHawk Radiology Holdings, Inc. in connection with the pending refinancing of NightHawk's indebtedness related to its recent acquisition of The Radlinx Group. Moody's assigned a Ba3 Corporate Family Rating, a Ba3 rating to the proposed $75 million senior secured term loan, a Ba3 rating to the proposed $25 million senior secured delayed draw term loan and a Speculative Grade Liquidity rating of SGL-2. The rating outlook for NightHawk is stable. On April 9, 2007 NightHawk announced that it had purchased The Radlinx Group for $53 million with the objective of expanding its teleradiology holdings. Radlinx is the third largest U.S. provider of such services. The acquisition expands NightHawk's customer basis by 303 hospitals, to more than 1,300 hospitals, or roughly 24% of the U.S. hospital market. Moody's assigned these proposed ratings: -- $75 million senior secured term loan due 2014, rated Ba3 (LGD3, 32%); -- $25 million senior secured delayed draw term loan due 2014, rated Ba3 (LGD3, 32%); -- Corporate Family Rating, rated Ba3; -- Probability of Default Rating, rated B1; -- Speculative Grade Liquidity Rating, rated SGL-2; -- The ratings outlook is stable. The Corporate Family Rating of Ba3 acknowledges NightHawk's sound profitability and resulting strong financial metrics. The rating is also supported by the company's leading market position in the nighttime and off-hours teleradiology space and generally favorable fundamentals for the industry in terms of expected growth in organic scan volume over the near to medium-term as well as the potential for inroads into the day read overflow market and sub-specialty areas. Industry dynamics are also favorable given that NightHawk does not present any direct government reimbursement risk. The ratings are constrained by the company's small size, the lack of a material track-record within the industry space, the assimilation risk posed by the Radlinx acquisition as well as the lack of an external liquidity source. The outlook is stable, reflecting Moody's belief that NightHawk will continue to grow revenues at a double-digit pace fueled primarily by anticipated growth in the volume of reads, a factor that reflects the favorable industry fundamentals enumerated above. Moody's also assume that the firm will continue to take a conservative approach to acquisitions with acquired entities broadening the company's already leading market share. In the event that a major acquisition or share repurchase adds material debt the expectation is that NightHawk will utilize cash flow to rapidly de-lever in a disciplined manner. Moody's has assigned a Speculative Liquidity Rating of SGL-2, reflecting the company's good liquidity position together with our belief that over the next twelve months, NightHawk will be able to fund its ordinary working capital, capital expenditures and other cash requirements through operating cash flow and cash on its balance sheet. Moody's acknowledges that the company lacks an external liquidity source, a situation that is mitigated by the fact that the company's cash balances are substantial. The ratings could come under downward pressure if the company undertakes a major acquisition or share repurchase that results in a material leveraging of the balance sheet such that adjusted total debt to EBITDA exceeds 4.5 times. The ratings could also be downgraded in the event that revenue growth slows with a concomitant weakening of margins, resulting in a ratio of EBIT to interest declining to below 1.8 times on a sustained basis. The ratings could move upward if the company achieves an EBIT to interest coverage ratio of 4.5 times or better on a sustained basis or if it maintains FCF to adjusted debt in excess of 15% on a sustained basis. Headquartered in Coeur d'Alene, Idaho, NightHawk Radiology Holdings, Inc. is the leading provider of professional radiology solutions in the U.S. Encompassing a team of U.S. board certified, state-licensed and hospital-privileged physicians, NightHawk services medical groups twenty-four hours a day, seven days a week at over 1,350 hospitals in the U.S. from centralized facilities located in Switzerland, Australia and the U.S. The company reported revenues of approximately $92 million for the year ended Dec. 31, 2006. NIGHTHAWK RADIOLOGY: S&P Puts Corporate Credit Rating at B+ ----------------------------------------------------------- Standard & Poor's Rating Services assigned its 'B+' corporate credit rating to Coeur d'Alene, Idaho-based NightHawk Radiology Services Inc. The outlook is positive. At the same time, Standard & Poor's assigned its recovery ratings to NightHawks's $100 million senior secured first-lien credit facilities, consisting of a $75 million term loan B due 2013 and a $25 million delayed draw term loan due 2013. The recovery rating of '2' indicates the expectation for substantial (70% to 90%) recovery of principal in the event of a payment default. Proceeds from the financings will be used to finance the recent acquisition of Radlinx, a privately held teleradiology services provider, for $53 million. The remaining proceeds and the delayed draw will likely be used for future acquisitions. "The positive outlook reflects the potential for an upgrade if the company continues to grow its market share organically and through acquisitions, while maintaining an aggressive financial risk profile," explained Standard & Poor's credit analyst Rivka Gertzulin, "as well as a stable operating environment." NORTHERN BOULDER: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Northern Boulder Company, Inc. 42689 Steeple View Northville, MI 48168 Bankruptcy Case No.: 07-51011 Type of Business: The Debtor sells boulders and stone products in wholesale. See http://www.northernboulder.com/ Chapter 11 Petition Date: June 6, 2007 Court: Eastern District of Michigan (Detroit) Judge: Steven W. Rhodes Debtor's Counsel: Robert D. Buechler, Esq. Touma, Watson, Whaling, Coury & Castello, P.C. 316 McMorran Blvd. Port Huron, MI 48060 Tel: (810) 987-7700 Total Assets: $1,941,792 Total Debts: $2,749,683 The Debtor did not file a list of its 20 largest unsecured creditors. NOVELIS CORP: Moody's Rates $860 Million Senior Notes at Ba2 ------------------------------------------------------------ Moody's Investors Service confirmed certain ratings of Novelis Inc. and its subsidiary, Novelis Corporation, following the completion of the company's acquisition by Hindalco Industries Limited, one of India's largest non-ferrous metals companies, and the introduction of Novelis's new debt structure. This concludes the review of Novelis's ratings that Moody's initiated on Feb. 12, 2007. In a related rating action, Moody's assigned a Ba2 rating to Novelis's new proposed $860 million 7-year Gtd. senior secured term loan facility. This facility will be available to Novelis Inc. and to Novelis Corporation. If the company's proposed financing concludes as planned, Moody's will withdraw the ratings on Novelis's existing Gtd. Senior Secured Term Loan B, its Gtd. Senior Secured Revolving Credit Facility and the ratings on Novelis Corporation's existing Gtd. Senior Secured Term Loan B. The outlook is stable. Moody's confirmed Novelis's B1 corporate family rating, the B1 probability of default rating, the Ba2 rating on its Gtd. Senior Secured Revolving Credit Facility, the Ba2 rating on its Gtd. Senior Secured Term Loan B, and the Ba2 rating on Novelis Corporation's Gtd. Senior Secured Term Loan B. However, Moody's downgraded to B3 from B2 the rating on Novelis's $1.4 billion 7.25% guaranteed senior unsecured notes reflecting their relative standing in the waterfall under Moody's loss given default methodology after considering Novelis's new upsized senior secured revolver and the reduced proportion of the unsecured notes in the capital structure. At the same time, Moody's affirmed Novelis's SGL-2 speculative grade liquidity rating. Novelis's proposed financing package includes: (1) replacing its existing revolving credit facility with a new $900 5-year guaranteed senior secured ABL revolving credit facility, which will not be rated, and (2) refinancing its amended Gtd. Senior Secured Term Loan B with a new $860 million 7-year guaranteed senior secured term loan. The ABL will be secured by a first priority interest in most of the company's current assets and related intangibles and by a second priority interest in the collateral securing the term loan. The term loan will have a first priority interest in most of the company's fixed and intangible assets, including subsidiary capital stock, and a second position in the collateral securing the revolver. The revolver and the term loan share the same upstream subsidiary guarantees. The new ABL revolver is expected to be around $160 million drawn upon closing, although Moody's recognizes that this amount could be higher depending on the timing of Novelis's intra-month working capital requirements. Novelis's ratings were placed under review for possible downgrade following the company's announcement that it had entered into a definitive agreement with Hindalco to be acquired in an all-cash transaction which valued Novelis at approximately $6.0 billion including debt assumption. The ratings review was predicated on concerns that the transaction could be accompanied by an increased level of debt at Novelis in order to accomplish the acquisition. Upon closing of the transaction, total pro forma debt is expected to be $2.6 billion, a nominal increase in outstanding debt from the end of the first quarter. Novelis's B1 corporate family rating continues to reflect its substantive position in the aluminum rolled products markets, with dominant market positions in key areas served: can sheet, transportation, construction and industrial, and foil products, the company's global operating footprint, free cash flow generating capability, and debt reduction performance since its spin-off from Alcan. However, Novelis's ratings also recognize the ongoing performance difficulties resulting from its remaining, although declining, exposure to certain can contracts with price ceilings (which are below the current aluminum prices), the company's relatively high leverage, the sensitivity of its earnings to volume levels given the level of fixed costs in business, and the more negative than expected impact from the differential between used beverage can prices and primary aluminum prices (which impacts the company's expected internal hedge position). The rating also reflects Moody's concerns that Novelis's cash flows could be negatively impacted should its ultimate parent, Hindalco, elect to withdraw cash via upstream dividends to service its own debt burden. However, we note that the documentation for Novelis's unsecured notes contains restricted payments language which impairs Hindalco's ability to withdraw substantive cash levels from the company. Moody's affirmation of Novelis's SGL-2 speculative grade liquidity rating reflects the company's good liquidity position, characterized by expectations for positive free cash flow generation over the next year, manageable expenditures, and sufficient availability under its new proposed $900 million ABL revolving credit facility (estimated at around $500 million at closing). Moody's also expects Novelis to benefit from lower exposure to can sheet contract price ceilings relative to 2006, which should translate into improved earnings and cash flow performance. Downgrades: * Issuer: Novelis Inc. -- Senior Unsecured Regular Bond/Debenture, Downgraded to B3, LGD5, 76% from B2 LGD 5, 74%. Assignments: * Issuer: Novelis Inc. -- Senior Secured Bank Credit Facility, Assigned a Ba2, LGD 2, 24%. Confirmations: * Issuer: Novelis Corporation -- Senior Secured Bank Credit Facility, Confirmed at Ba2, LGD 2, 24%. * Issuer: Novelis Inc. -- Corporate Family Rating, Confirmed at B1; -- Probability of Default Rating, Confirmed at B1; -- Senior Secured Bank Credit Facility, Confirmed at Ba2, LGD 2, 24%. Outlook Actions: * Issuer: Novelis Corporation -- Outlook, Changed To Stable From Rating Under Review * Issuer: Novelis Inc. -- Outlook, Changed To Stable From Rating Under Review Headquartered in Atlanta, Georgia, Novelis is the world's largest producer of aluminum rolled products. In 2006, the company had total shipments of approximately 3.1 million tons and generated approximately $9.8 billion in revenues. Based in Atlanta, Georgia, Novelis, Inc., (NYSE: NVL) (TSX: NVL) - - http://www.novelis.com/-- provides customers with a regional supply of technologically sophisticated rolled aluminum products throughout Asia, Europe, North America, and South America. The company operates in 11 countries and has approximately 13,000 employees. Through its advanced production capabilities, the company supplies aluminum sheet and foil to the automotive and transportation, beverage and food packaging, construction and industrial, and printing markets. OPTION ONE: Moody's Rates Class Class M-10 Certificates at Ba1 -------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Option One Mortgage Loan Trust 2007-6 and ratings ranging from Aa1 to Ba1 to the subordinate certificates in the deal. The securitization is backed by Option One Mortgage Corporation originated, adjustable-rate (75.77%) and fixed-rate (24.23%), subprime mortgage loans acquired by Option One Mortgage Acceptance Corporation. The ratings are based primarily on the credit quality of the loans and on protection against credit losses by the subordination, excess interest, and overcollateralization. The ratings also benefit from an interest-rate swap provided by Bear Stearns Financial Products Inc. Moody's expects collateral losses to range from 5.75% to 6.25%. Option One Mortgage Corporation will service the mortgage loans. Moody's has assigned Option One its servicer quality rating of SQ2+ as a servicer of subprime mortgage loans. The complete rating actions are: * Option One Mortgage Loan Trust 2007-6 * Asset-Backed Certificates, Series 2007-6 Class I-A-1, Assigned Aaa Class II-A-1, Assigned Aaa Class II-A-2, Assigned Aaa Class II-A-3, Assigned Aaa Class II-A-4, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A3 Class M-7, Assigned Baa1 Class M-8, Assigned Baa2 Class M-9, Assigned Baa3 Class M-10, Assigned Ba1 Class M-10 Certificates are being offered in a privately negotiated transaction without registration under the 1933 Act. The issuance was designed to permit resale under Rule 144A and, in the case of certain certificates, under Regulation S. ORTHOMETRIX INC: Losses Spurs Radin Glass' Going Concern Doubt -------------------------------------------------------------- Radin Glass & Co., LLP, of New York, N.Y., expressed substantial doubt about Orthometrix, Inc.'s ability to continue as a going concern after auditing the company's financial statements for the year ended Dec. 31, 2006. The auditing firm pointed to the company's recurring operating losses and net capital deficit. The company posted a $1,980,314 net loss on $2,362,427 of revenues for the year ended Dec. 31, 2006, as compared with a $2,388,142 net loss on $1,514,525 of revenues in the prior year. For the year ended Dec. 31, 2006, operating loss decreased to $1,642,993 from $2,336,796 in the prior year. At Dec. 31, 2006, the company's balance sheet showed $1,173,706 in total assets and $3,459,461 in total liabilities, resulting to $2,285,755 in stockholders' deficit. The company also reported strained liquidity in its Dec. 31, 2006 balance sheet with $1,081,467 in total current assets and $2,828,428 in total current liabilities. A full-text copy of the company's 2006 annual report is available for free at http://ResearchArchives.com/t/s?20bc About Orthometrix Inc Based in White Plains, N.Y., Orthometrix, Inc. -- (Other OTC: OMRX) -- http://www.orthometrix.net/-- engages in the marketing, sale and service of various musculoskeletal products for use in pharmaceutical research, diagnostic, and monitoring of bone and muscle disorders in sports medicine, rehabilitative medicine, physical therapy, and pain management. It operates through two divisions: Healthcare, and Sports and Fitness. OTAY VALLEY: Case Summary & Six Largest Unsecured Creditors ----------------------------------------------------------- Debtor: Otay Valley Trailands, L.L.C. 525 "B" Street, Suite 1500 San Diego, CA 92101 Bankruptcy Case No.: 07-02939 Chapter 11 Petition Date: June 6, 2007 Court: Southern District of California (San Diego) Judge: Peter W. Bowie Debtor's Counsel: Michael S. Pedretti, Esq. 444 West "C" Street, Suite 330 San Diego, CA 92101 Estimated Assets: $1 Million to $100 Million Estimated Debts: $1 Million to $100 Million Debtor's Six Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Trailands Trust U.D.T. mortgage $600,000 James Cobleigh, Trustee 4170 Bedford Street, CA 92116 Platus Corporation mortgage $266,000 Pension 1463 Cloverdale Road Escondido, CA 92025 The Dunn Family Trust mortgage $186,234 Robert and Karen Dunn Trustees 460 Drake Circle Sacramento, CA 95864 Helix Environmental business debt $25,450 Planning May Group, Inc. business debt $16,382 Metro Plan, L.L.C. business debt $3,650 PAC-WEST TELECOMM: Court Gives Final Nod on $18.5MM DIP Financing ----------------------------------------------------------------- Pac-West Telecomm, Inc. has been granted final authorization for its debtor-in-possession financing. In conjunction with the company's bankruptcy filing, Pac-West Funding Company LLC, an affiliate of Columbia Ventures Corporation (CVC), an existing investor in the company, agreed to provide the company up to $18.5 million in debtor-in-possession financing. Pac-West received interim approval on May 2, 2007 for the DIP financing up to an interim borrowing limit of $2.5 million. On June 5, 2007, Pac-West received final approval for the entire DIP financing. The DIP financing is expected to provide the company with approximately $6 million of funding to facilitate its reorganization pursuant to the Chapter 11 process. Wally Griffin, Chairman, President and Chief Executive Officer, said, "We are pleased that our senior lender and official committee of unsecured creditors reached an agreement to, among other things, support the DIP financing and that we have been granted final authorization by the court for such financing. This was a key next step in our Chapter 11 reorganization process. We look forward to continuing to provide excellent service to our customers over our national telecom network. Our goal is for Pac- West to emerge financially stable, with a lower cost structure and promising future." About Pac-West Telecomm Based in Stockton, California, Pac-West Telecomm Inc. (OTC: PACW.PK) -- http://www.pacwest.com/-- is a local exchange carrier. Pac-West's network averages over 120 million minutes of voice and data traffic per day, and carries an estimated 20% of the dial-up Internet traffic in California. In addition to California, Pac- West has operations in Nevada, Washington, Arizona, and Oregon. The company and its affiliates filed for Chapter 11 protection on April 30, 2007 (Bankr. D. Del. Case Nos. 07-10562 through 07-10567). Jeremy W. Ryan, Esq. and Norman L. Pernick, Esq. of Saul, Ewing, Remick & Saul LLP represent the Debtors in their restructuring efforts. When the Debtors filed for protection from their creditors, they listed total assets of $53,883,888 and total debts of $66,358,711. PIER 1: Enters Second Amendment to Credit Agreement ---------------------------------------------------- Pier 1 Imports, Inc., through its subsidiary, Pier 1 Imports (U.S.), Inc., on May 31, 2007, entered into the Second Amendment to Credit Agreement by and among the company, Bank of America, N.A., the facility guarantors and lenders. The Amendment further amends the Company's secured credit agreement dated November 22, 2005 by changing the definition of the borrowing base to include additional eligible assets and to revise certain advance rates. The maturity date of the Agreement was extended from the original maturity date of November 22, 2010 to May 31, 2012, and the Amendment provided a new pricing grid for determining applicable interest rates. The Amendment also revises certain other definitions and terms of the Agreement, including the allowable use of proceeds and permitted dispositions. About Pier 1 Imports Based in Fort Worth, Texas, Pier 1 Imports Inc. (NYSE:PIR) -- http://www.pier1.com/-- is a specialty retailer of imported decorative home furnishings and gifts with Pier 1 Imports(R) stores in 49 states, Puerto Rico, Canada, and Mexico, and Pier 1 kids(R) stores in the United States. * * * As reported in the Troubled Company Reporter on Jan. 19, 2007, Moody's Investors Service downgraded Pier 1 Imports Inc.'s corporate family rating to Caa1 from B3 following its continuing operating struggles and modest performance over the 2006 holiday season. Moody's said the rating outlook was revised to negative. PORTRAIT CORP: Court Sets July 11 Plan Confirmation Hearing ----------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York will convene a hearing on July 11, 2007, to consider confirmation of Portrait Corporation of America Inc. at its debtor-affiliates' Amended Chapter 11 Plan of Reorganization, Bill Rochelle of Bloomberg News reports. Bloomberg relates that in line with the upcoming confirmation hearing, the Court approved the sale of the Debtors' business for $100 million to CPI Corp., a photo studio operator in Sears stores operated by Sears Holding Corp. Treatment of Claims Under the Plan The Plan, as published in the Troubled Company Reporter on Feb. 8, 2007, provides that holders of Allowed Administrative Expense Claims will be paid in full and in cash. On the Plan's effective date, the DIP obligations will be deemed allowed and paid indefeasibly in full in accordance with the terms of the DIP Agreement and DIP Order. Upon full payment of all DIP Obligations, all liens and security interests granted to secure those obligations will be terminated. Provided, however, that the particular provisions of the DIP Agreement that are specified to survive will survive. Existing letters of credit issued pursuant to the DIP Agreement will be cancelled and replaced with new letters of credit to be issued pursuant to the Exit Facility. Holders of Allowed Priority Tax Claim will receive cash on the later of the plan effective date or the date the claim became allowed, or equal annual cash payments together with interest to be determined by the Bankruptcy Court. Holders of Class A Allowed Priority Non-Tax Claims will also be paid in full in cash. At the sole option of the Debtors, holders of Class B Allowed Other Secured Claims will: (a) receive payment in full in cash plus post-commencement date interest; (b) have a reinstated claim; (c) receive the collateral securing their claim; or (d) receive a treatment that renders the claim unimpaired pursuant to Section 1124 of the Bankruptcy Code. Holders of Class C Allowed Second Lien Notes Claims will receive, in full satisfaction of their claim, their pro rata share of 100% of Reorganized Portrait Corp of America common stock. Holders of Class D Allowed Senior Notes and Other Unsecured Claims will receive their pro rata distribution of new warrants. Holders of Class E Allowed Convenience Class Claims will receive 1% of their allowed claim as payment. Holders of Class F Allowed Goldman Note Claims, Class G Allowed Old Preferred Equity Interests, Class H Allowed Old Common Equity Interests, and Class I Allowed Old Common Subsidiary Equity Interests will not receive anything under the plan. Goldman Note Claims refer to: -- the 13.75% Senior Subordinated Notes due 2010, issued to GS Mezzanine Partners II L.P. and GS Mezzanine Partners II Offshore L.P. These notes were guaranteed by Portrait Corporation of America Inc., American Studios Inc., PCA National LLC, PCA National of Texas LP, PCA Photo Corporation of Canada Inc., Photo Corporation of America Inc., and PCA Finance Corp; and -- the 16.5% Senior Subordinated Notes due 2010, issued to GS Mezzanine Partners II L.P. and GS Mezzanine Partners II Offshore L.P. About Portrait Corp. Portrait Corporation of America Inc. -- http://pcaintl.com/-- provides professional portrait photography products and services in North America. The Company operates portrait studios within Wal-Mart stores and Supercenters in the United States, Canada, Mexico, Germany, and the United Kingdom. The company also operates a modular traveling business providing portrait photography services in additional retail locations and to church congregations and other institutions. Portrait Corporation and its debtor-affiliates filed for Chapter 11 protection on Aug. 31, 2006 (Bankr S.D. N.Y. Case No. 06-22541). John H. Bae, Esq., at Cadwalader Wickersham & Taft LLP, represents the Debtors in their restructuring efforts. Berenson & Company LLC serves as the Debtors' Financial Advisor and Investment Banker. Kristopher M. Hansen, Esq., at Stroock & Stroock & Lavan LLP represents the Official Committee of Unsecured Creditors. Peter J. Solomon Company serves as financial advisor for the Committee. At June 30, 2006, the Debtor had total assets of $153,205,000 and liabilities of $372,124,000. PRUDENTIAL EQUITY: Equity Research Operations Discontinued --------------------------------------------------------- Prudential Financial Inc. said it will discontinue the institutional equity research, sales and trading business known as Prudential Equity Group. The decision affects the equity research operations throughout the United States, including its offices and trading operations in New York City and Washington, D.C., San Francisco, Kansas City, Chicago, Philadelphia, Cleveland, Atlanta and Boston, and outside the United States in London, Zurich, Paris and Tokyo. Effective immediately, Prudential Equity Group is dropping coverage of the sectors and companies it covers. For the year ended Dec. 31, 2006, the operations had revenues of approximately $260 million and income from continuing operations before income taxes of approximately $34 million. At Dec. 31, 2006, the operations had total assets of approximately $137 million. The company anticipates that the operations will be substantially wound down during the quarter ending June 30, 2007. General notification of the decision to affected employees occurred on June 6, 2007. The company currently estimates that it will ultimately incur aggregate costs of approximately $110 million ($72 million after- tax) in connection with the decision, including approximately $75 million in employee severance, retention and other employee related costs, $18 million in lease related costs and $17 million of other costs. The company currently estimates that the majority of the costs will be reflected in the company's consolidated financial statements for the quarter ending June 30, 2007. As a result of the decision, the PEG operations, which have been historically included in the company's Financial Advisory segment, will be excluded from the Financial Advisory segment and included, together with the costs of exiting the operations, in either Corporate and Other operations as a divested business or in Discontinued Operations depending on when the PEG operations cease to do business, with prior period results being adjusted to reflect the reclassification. Divested businesses reflected in corporate and other operations consist of businesses that have been or will be sold or exited that do not qualify for "discontinued operations" accounting treatment under generally accepted accounting principles. The results of Discontinued Operations are included in net income determined in accordance with GAAP but are excluded from income from continuing operations determined in accordance with GAAP. Results of both divested businesses and Discontinued Operations are excluded from adjusted operating income, which differs from net income and income from continuing operations determined in accordance with GAAP but is the financial measure that the company uses to analyze the operations of each segment in managing its Financial Services Businesses. Prudential Financial Inc. (NYSE: PRU) -- http://www.prudential.com/-- is a financial services leader with approximately $630 billion of assets under management as of March 31, 2007. The company has operations in the United States, Asia, Europe, and Latin America. Prudential's businesses offer a variety of products and services, including life insurance, annuities, retirement-related services, mutual funds, investment management, and real estate services. PUIG INC: Wants Ronald Glass as Chief Restructuring Officer ----------------------------------------------------------- Puig Inc. and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Florida for authority to employ Ronald L. Glass at GlassRatner Advisory & Capital Group LLC as their chief restructuring officer. GlassRatner will provide restructuring management services to the Debtors. GlassRatner will also provide the services of additional personnel to prepare all financial reporting for the Debtors. In addition, Mr. Glass, as CRO, will report to the Board of Directors and to the counsel of the Debtors. In additio: i. The CRO will have the combined sole and absolute power and authority of the chief executive officer, the chief operating officer, chief financial officer, and the chief restructuring officer of the Debtors for all purposes; including, a) to open and close bank accounts for the Debtors; b) to transfer funds of the Debtors; c) to hire and terminate employees of the Debtors; d) to cause the Debtors to modify, amend, terminate and/or enforce any of its any contractual rights; e) to cause the Debtors to enter into any agreement or contract; f) to cause the Debtors to pursue, settle or compromise any litigation, controversy or other dispute involving the Debtors; g) to cause the Debtors to borrow funds and to pledge any of its assets in order to pay the working capital needs of the Debtors; h) to cause the Debtors to exercise their rights under the their agreements and other agreements in favor of the Debtors; i) to cause the Debtors to commence a proceeding under Chapter 11 of the Bankruptcy Code or to take other judicial action with respect to the Debtors; and j) to cause the Debtors to take any other action which the CRO, in good faith, determines to be necessary, prudent or appropriate under the circumstances. ii. The CRO will perform a financial review of the Debtors including a review and assessment of financial information that will be provided by the Debtors to its creditors, and will assist the Debtors in developing, refining and implementing its business plans, and the CRO will have the power to implement the plans; iii. The CRO will assist in the identification of cost reduction and operations improvement opportunities and the CRO will have the power and authority to implement the cost reduction recommendations; iv. The CRO will develop possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtors' various business lines, the CRO will determine which plan(s) or alternative(s) are appropriate under the circumstances and the CRO will use commercially reasonable efforts to attempt to implement the plan(s) or alternative(s); and v. The CRO will be responsible for the preparation of the Schedules and Statements of Financial Affairs and all other financial responsibility for the Debtors in their cases. The Debtors will pay GlassRatner an initial retainer of $55,000, and will pay the firm at a weekly rate of $27,500, payable in advance. GlassRatner will submit monthly invoices to the Debtors and will bill monthly in arrears for reimbursement of its reasonable out-of-pocket expenses. The Debtors will pay the services of Mr. Glass as CRO at a weekly billing rate of $16,500, subject to adjustments. Debtors believe the engagement of GlassRatner, and Mr. Glass as their CRO is the best interest of the estates and its creditors. The Debtors assure the Court the GlassRatner currently does not have any relationship that would create a conflict of interest with the Debtors or parties-in-interest. The firm can be reached at: Ronald L. Glass GlassRatner Advisory & Capital Group LLC 110 E. Broward Boulevard, Suite 660 Fort Lauderdale, FL 33301 Telephone: (954) 527-0823 Fax: (954) 527-0825 http://www.glassratner.com/ Puig Inc. in Hialeah, Florida, and its debtor-affiliates are engaged in the condo conversion business. Historically, the Debtors have purchased multi-family residential complexes, remodeled the units, converted the projects to condominium ownership and resold the units at retail. The Debtors filed for a chapter 11 protection on May 29, 2007 (Bankr. S.D. Fla. Case No. 07-14026). Jordi Guso, Esq., at Berger Singerman, P.A. represents the Debtors in its restructuring efforts. When the Debtors sought protection from its creditors, they listed total assets and total debts between $1 Million to $100 Million. QWEST COMMS: Operations EVP Barry Allen to Retire ------------------------------------------------- Qwest Communications International Inc. disclosed that Barry K. Allen, executive vice president of operations, will retire from the company, effective June 29, and that Robert D. Tregemba, currently vice president of network operations and engineering, will assume the new role of executive vice president of network operations. "As key and highly experienced members of the senior management team, Barry and Bob have brought strong depth and leadership skills that will continue to drive Qwest's solid performance and reputation as a leading national communications provider," Richard C. Notebaert, Qwest chairman and chief executive officer, said. "While I will truly miss Barry and his passion to deliver sustained value to The company's customers while improving productivity, I look forward to working closer with Bob." "It is now time to close this chapter of my career with Qwest as I have decided to spend more time with my family," Mr. Allen said. Over the years, the company has focused on building a strong executive bench and I am confident Bob will continue to take the Spirit of Service even further down the road and deliver on the promise to the company's customers." Mr. Tregemba, who will report to Mr. Notebaert, has served as head of network operations since 2004. "It is a privilege to assume this new role," he said, "and while I will never forget what Barry and his leadership have meant to this company and me, I look forward to more opportunities to serve the customer in this position." In another change, Qwest disclosed that Girish Varma, vice president and chief information officer, will report to Dan Yost, executive vice president of product management. Also, Pieter Poll, vice president and chief technology officer, will report to Tregemba. Both Varma and Poll currently report to Allen and their new reporting structure is effective June 29. Robert D. Tregemba, 59, is the vice president of Qwest network services, a position he assumed in 2004. He leads the entire local and national network services field, staff and center operations of 18,500 employees and is responsible for ensuring that all network platforms are operating and serving the needs of customers at all times. Prior to his current position, Tregemba was senior vice president of network services for Qwest's local network operations. In 2002, he assumed responsibility for the Network Reliability Center and the Switch/IOF Planning group for all 14 local states. Tregemba also served as the chief operating officer for US WEST Long Distance, a wholly owned subsidiary. Before joining US WEST, Tregemba served as executive vice president of engineering and operations for Qwest, prior to its acquisition of US WEST. His extensive telecommunications career began in 1970 when he was a key player in the operations group at Southwestern Bell. Tregemba also held several executive positions with Sprint Corporation. He holds a bachelor of science degree in civil engineering from the University of Kansas and a mathematics degree from Baker University. Barry K. Allen, 58, has served as Qwest's executive vice president of operations since March 2004 and will continue to oversee that area. Prior to that, he served as the company's executive vice president and chief human resources officer. Before joining Qwest in August 2002, Allen was president for two years of Allen Enterprises, LLC, a private equity investment and management company he founded. He retired as president of Chicago-based Ameritech Corp. in 1999 and his career with that company began in 1974 and held a variety of executive appointments including president and CEO of Wisconsin Bell and president and CEO of Illinois Bell. He serves on the boards of directors of Harley Davidson Inc. and the Fiduciary Management Inc. family of mutual funds. He holds a bachelor of arts degree in economics from the University of Kentucky and a master's degree in business administration from Boston University. About Qwest Communications Based in Denver, Colorado, Qwest Communications International Inc. (NYSE: Q) -- http://www.qwest.com/-- provides voice, data, and video services for businesses, government agencies and consumers - - locally and throughout the United States. As of March 31, 2007, the company had total stockholders' deficit of $1.5 billion, from total assets of $20.7 billion and total liabilities of $22.2 billion. REAL ESTATE: S&P Rates CDN$1.32 Mil. Class L Certificates at B- --------------------------------------------------------------- Standard & Poor's Ratings Services assigned its preliminary ratings to Real Estate Asset Liquidity Trust's CDN $377.3 million commercial mortgage pass-through certificates series 2007-2. The preliminary ratings are based on information as of June 6, 2007. Subsequent information may result in the assignment of final ratings that differ from the preliminary ratings. The preliminary ratings assigned to Real Estate Asset Liquidity Trust's CDN $377.3 million commercial mortgage pass-through certificates series 2007-2 reflect the credit support provided by the subordinate classes of certificates, the liquidity provided by the servicer and backup servicer, the economics of the underlying mortgage loans, and the geographic and property-type diversity of the underlying pool of loans. Standard & Poor's Ratings Services determined that, on a weighted-average basis, the loan pool has a debt service coverage ratio (DSCR) of 1.35x, a beginning loan-to- value ratio of 92.5%, and an ending LTV of 75.3%. Preliminary Ratings Assigned Real Estate Asset Trust Series 2007-2 Class Rating Amount ----- ------ ------ A-1 AAA CDN $144,000,000 A-2 AAA CDN $157,858,000 A-J AAA CDN $32,544,000 XP-1 AAA N/A XC-1 AAA N/A B AA CDN $8,018,000 C A CDN $9,905,000 D-1 BBB CDN $1,000 E-1 BBB- CDN $1,000 D-2 BBB CDN $8,960,000 E-2 BBB- CDN $3,300,000 F BB+ CDN $2,924,000 G BB CDN $1,792,000 H BB- CDN $943,000 J B+ CDN $943,000 K B CDN $471,000 L B- CDN $1,132,000 M N.R. CDN $4,531,744 XP-2 AAA N/A XC AAA N/A N.R. -- Not rated. N/A -- Not applicable. RELIANT ENERGY: Prices Offering for 7.625% and 7.875% Sr. Notes --------------------------------------------------------------- Reliant Energy Inc. has priced $575 million aggregate principal amount of its 7.625% senior notes due 2014, and has priced $725 million aggregate principal amount of its 7.875% senior notes due 2017. Reliant intends to use the net proceeds of the offering, together with cash on hand to: 1) consummate its cash tender offers and consent solicitations for any and all $550,000,000 of its outstanding 9.25% Senior Secured Notes due 2010 and $550,000,000 of its outstanding 9.5% Senior Secured Notes due 2013; 2) retire its $400 million senior secured term loan; 3) repay any outstanding principal and accrued interest under its existing credit facilities; 4) to pay related fees and expenses; and 5) for working capital purposes. The offering of the senior notes, which is expected to close on or about June 13, 2007, is conditioned on entering into refinanced credit facilities. Headquartered in Houston, Texas, Reliant Energy Inc. (NYSE: RRI) - http://www.reliant.com/-- provides electricity and energy services to retail and wholesale customers in the United States. In Texas, the company provides service to nearly 1.9 million retail electricity customers, including residential and small business customers and commercial, industrial, governmental and institutional customers. Reliant also serves commercial, industrial, governmental and institutional customers in the PJM, Pennsylvania, New Jersey and Maryland market. The company is an independent power producers in the nation with approximately 16,000 megawatts of power generation capacity across the United States. These strategically located generating assets utilize natural gas, fuel oil and coal. * * * As reported in the Troubled Company Reporter on June 5, 2007, Fitch Ratings currently assigns a 'B+/RR2' rating to Reliant Energy Inc.'s planned $1.25 billion issuance of senior unsecured notes. Fitch currently assigns a 'B' Issuer Default Rating to Reliant with a Stable Rating Outlook. The 'RR2' Recovery Rating indicates superior recovery prospects, 71% to 90% of principal, in the event of a default. On June 1, 2007, issue of Troubled Company Reporter, Standard & Poor's Ratings Services assigned its 'B-' rating to the proposed $1.25 billion senior unsecured notes at Reliant Energy Inc. (B/Positive/B-2). The proceeds of the notes, along with cash on hand, will be used to pay down the $550 million senior secured notes due 2010, the $550 million senior secured notes due 2013, and the $400 million term loan B. REPRO-MED SYSTEMS: Myler & Company Raises Going Concern Doubt ------------------------------------------------------------- Meyler & Company LLC, in Middletown, New Jersey, expressed substantial doubt about Repro-Med Systems Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Feb. 28, 2007, and 2006. The auditing firm pointed to the company's accumulated deficit of $3,427,011 and existing uncertain conditions the company faces relative to its ability to obtain capital and operate successfully. Total sales were essentially flat overall declining by 1.8% for the year ended Feb. 28, 2007 to $1,727,518 from $1,759,566 in 2006. Repro-Med Systems Inc. reported a net loss of $254,721 on net sales of $1,734,579 for the year ended Feb. 28, 2007, compared with a net loss of $217,815 on net sales of $1,745,806 for the year ended Feb. 28, 2006. The net loss for the year ended Feb. 28, 2007, includes $174,710 in stock-based compensation, as compared to the previous year's loss which included stock-based compensation of $88,550. Sales of the company's Freedom60 increased 56.6% to $772,252 from $429,349 due to increased sales for use with immune globulin and antibiotics, and a price increase, which was put into effect during the year. RES-Q-VAC(R) sales decreased domestically by 31.2% from $550,274 to $378,421 due almost entirely to a one-time large order for the relief effort relating to Hurricane Katrina in the previous year which did not repeat. The international market declined by 29% from $561,794 to $398,805 due to foreign competition. Overall RES-Q-VAC(R) sales declined 30.1% from $1,112,068 to $777,226. Sales of non-core product lines declined by 14.5% due to increased efforts going to the FREEDOM60(R) and RES-Q-VAC(R) product lines. Sales from OEM manufacturing (production for other manufacturers) increased by 72% and accounted for 9.90% of the company's revenue in 2007. Interest expense decreased by $11,183 to $61,336 in 2007 from $77,519 in 2006 as the result of the company paying off high interest on demand bank notes and capital leases. At Feb. 28, 2007, the company's balance sheet showed $1,138,429 in total assets and $1,784,259 in total liabilities, resulting in a $645,830 total stockholders' deficit. Full-text copies of the company's consolidated financial statements for the year ended Feb. 28, 2007, are available for free at http://researcharchives.com/t/s?20a7 About Repro-Med Systems Hreadquartered in Chester, New York, Repro-Med Systems Inc. (OTC BB: REPR.OB) -- http://www.rmsmedicalproducts.com/-- engages in the design and manufacture of medical devices for medical respiratory products and infusion therapy worldwide. It offers FREEDOM60 Syringe Infusion Pump for ambulatory medication infusions. In addition, Repro-Med Systems offers RES-Q-VAC, an emergency airway suction system, hand-operated suction device that removes fluids from a patient's airway by attaching the RES-Q-VAC pump to various proprietary sterile and nonsterile single-use catheters sized for adult and pediatric suctioning. Repro-Med Systems was co-founded by Andrew I. Sealfon in 1980. RICHARD DAVIS: Voluntary Chapter 11 Case Summary ------------------------------------------------ Debtor: Richard D. Davis, L.L.P. 5530 Cobble Lane Spring, TX 77379 Bankruptcy Case No.: 07-33685 Chapter 11 Petition Date: June 4, 2007 Court: Southern District of Texas Judge: Letitia Z. Clark Debtor's Counsel: Afton Jane Izen, Esq. 5222 Spruce Street Bellaire, TX 77401 Tel: (713) 661-6238 Fax: (713) 661-6239 Estimated Assets: $1 Million to $100 Million Estimated Debts: $100,000 to $1 Million The Debtor did not file a list of its 20 largest unsecured creditors. SAINT VINCENTS: Files Plans of Reorganization & Liquidation ----------------------------------------------------------- Saint Vincent's Catholic Medical Centers of New York, doing business as Saint Vincent Catholic Medical Centers; Medical Service of St. Vincent's Hospital and Medical Center, P.C.; Surgical Service of St. Vincent's, P.C.; CMC Cardiology Services P.C.; CMC Physician Services, P.C.; and CMC Radiological Services P.C. delivered to the U.S. Bankruptcy Court for the Southern District of New York their First Amended Chapter 11 plans of reorganization and liquidation and Disclosure Statement on June 1, 2007. Guy Sansone, chief executive officer and chief restructuring officer of SVCMC, reiterates that the First Amended Plan is actually six distinct Chapter 11 plans. However, in light of the fact that each Debtor has the same procedural provisions of the Plan, the Debtors are submitting a single Plan and Disclosure Statement. The Amended Plan provides for the reorganization of SVCMC and the liquidation of the five other debtors. The First Amended Plan, among others, modifies the classification and estimated amounts of certain classes of claims. The Disclosure Statement provides updates on the GE Commitment Letter. Also attached to the Disclosure Statement are exhibits pertaining to the Debtors' liquidation analysis and projected financial information. Treatment and Classification of Claims Another class of claims is added to the general classification of claims for all Debtors -- United States Trustee Quarterly Fees and Other Statutory Fees. The Amended Plan provides that all fees payable under Section 1930(a)(6) of the Judicial and Judiciary Code, as determined by the Bankruptcy Court on the Confirmation Date, will be paid on the Effective Date of the Plan by Reorganized SVCMC. Any of these fees accruing after the Confirmation Date will also be paid by Reorganized SVCMC. The estimated allowed amounts of the General Class of Claims as of Jan. 31, 2007, are: Class Designation Est. Allowed Amount ----- ----------- ------------------- n/a Administrative Expense Claims $10,700,000 n/a Professional Claims 13,000,000 n/a DIP Financing 60,400,000 n/a Priority Tax Claims 0 Mr. Sansone relates that Class 2-5 under the SVCMC Plan is further broken down into two categories: -- Class 2-5(a) Sun Life Westchester Secured Claim -- CLASS 2-5(b) Sun Life Manhattan Secured Claim The Amended Plan provides that on the Effective Date, in full and complete satisfaction, settlement and release of and in exchange for the Sun Life Secured Claims, Reorganized SVCMC and Sun Life will enter into a refinancing agreement for the Sun Life Westchester Secured Claim and the Sun Life Manhattan Secured Claim separately. Reorganized SVCMC will not, without the consent of the MedMal Trust Monitor, increase the principal amount owed to Sun Life secured by the collateral for the Sun Life Westchester Secured Claim and the Sun Life Manhattan Secured Claim. Also, the impaired status of Class 9 - Dormitory Authority of the State of New York Subordinated Claims is revised to unimpaired under the Amended Plan. The estimated recovery for the DASNY Subordinated Claims is the entire benefit of a court-approved settlement fixing the amount of and subordination of DASNY's claims. The estimated allowed amounts of the classes of claims under the SVCMC Plan as of Jan. 31, 2007, are: Estimated Class Designation Allowed Amount ----- ----------- -------------- 1 Priority Non-Tax Claims $0 2-1 Other Secured 2,804 2-2 Aptium Secured 8,966,600 plus Int. 2-3 Commerce Secured Claim 7,000,000 2-4 RCG Secured Claim 3,000,000 2-5(a) Sun Life Westchester Secured Claim 29,533,432 2-5(b) Sun Life Manhattan Secured Claim 48,009,652 3 General Unsecured Claims 189,600,000 4 to 6 MedMal-BQ, MedMal-MW, MedMal-SI 81,069,489 7 PBGC Claim 0 8 Intercompany Claims 37,975,772 9 DASNY Subordinated Claim 6,765,721 Estimation of Claims Mr. Sansone relates that Caronia Corporation reviewed and prepared an estimate of medical malpractice claims asserted against the Debtors. In Caronia Corp.'s estimation, the Debtors' aggregate potential medical malpractice liabilities total $81,069,489, which is composed of: Medical Malpractice Region Liability -------------------------- --------- Brooklyn / Queens $51,227,150 * Mary Immaculate Hospital * St. John's Queens * St. Joseph's * St. Mary's Hospitals Staten Island $9,308,339 * St. Vincent's Hospital * Bayley Seton Hospital Manhattan and Westchester $20,534,000 * St. Vincent's Manhattan * St. Vincent's Hospital, Westchester * St. Elizabeth Ann's Health Care & Rehab Center Mercer Oliver Wyman Actuarial Consulting, Inc., on the other hand, has been retained by the Debtors to perform an analysis of the Debtors' Hospital Professional Liability claim experience. Accordingly, Mercer Oliver provided an actuarial estimate of the outstanding retained liability as of Dec. 31, 2006, for HPL claims that occurred prior to July 5, 2005, and have met the Bar Date: Estimated Retained Outstanding Liability (in millions) ------------------------------- Hospital Low Best High -------- ------ ------ ------ St. John's Queens $19.9 $24.9 $29.9 Mary Immaculate 9.0 11.3 13.6 Saint Mary's 22.9 28.6 34.3 Saint Joseph's 2.0 2.5 3.0 Holy Family 0.0 0.0 0.0 ------ ------ ------ Brooklyn-Queens Total $53.8 $67.3 $80.8 ------ ------ ------ SVCMC-Staten Island $5.6 $6.9 $8.3 SVCMC-Manhattan 17.9 22.3 26.8 ------ ------ ------ Subtotal $23.5 $29.2 $35.1 ------ ------ ------ Grand Total $77.3 $96.5 $115.9 ====== ====== ====== GE Commitment Letter One of the conditions to effectiveness of the Amended Plan is that SVCMC obtain exit financing to supplement the Debtors' ability to pay Plan obligations and to fund Reorganized SVCMC's general corporate and working capital expenditures. The Debtors have sought and obtained Court approval on March 18, 2007, of a commitment letter with GE Capital for a $300,000,000 exit financing facility and payment of related fees and expenses and indemnification. SVCMC anticipates that the Exit Facility will be modified to consist of a $50,000,000 revolving credit and a $270,000,000 term loan, according to Mr. Sansone. In the event that modification is necessary, SVCMC will seek court approval of the modified Exit Facility. Liquidation Analysis Along with the First Amended Plan and Disclosure Statement, the Debtors also delivered to the Court a Liquidation Analysis. Under the Liquidation Analysis, cash is assumed liquidated at 100%. Patient receivables are assumed to be liquidated at 80% and 60% for the high and low scenarios. Other receivables are assumed to be liquidated at 60% and 40% for the high and low scenarios. Saint Vincent Catholic Medical Centers of New York Liquidation Analysis Debtor Case No. 05-14945 Orderly Recovery Orderly Recovery Basis % Debtors' Book ------------------ ASSETS Value as of High Low Current Assets: 1/31/2007 Scenario Scenario --------------- ------------- -------- -------- Cash, & cash equivalents $13,276 100.0% 100.0% Patients accts receivable 104,510 80.0% 60.0% Other accts receivable 11,589 60.0% 40.0% Divested accts receivable 20,181 70.0% 50.0% Litigation Trust - 100.0% 100.0% Other current assets 12,823 25.9% 25.9% --------------- ------------- -------- -------- Total current assets 162,379 82.9% 66.2% Investments limited as to use, SI 45,331 100.0% 100.0% Investments limited as to use, DSRFs 5,703 100.0% 100.0% Investments limited as to use, Other 59,347 0.0% 0.0% PPE, net 114,832 522.5% 457.5% Other non-current assets 8,772 0.0% 0.0% --------------- ------------- -------- -------- TOTAL ASSETS $396,364 198.2% 167.9% Saint Vincent Catholic Medical Centers of New York Liquidation Analysis Debtor Case No. 05-14945 Orderly Liquidation Orderly Liquidation Value Debtors' Book ------------------- ASSETS Value as of High Low Current Assets: 1/31/2007 Scenario Scenario --------------- ------------- -------- --------- Cash, & cash equivalents $13,276 $13,276 $13,276 Patients accts receivable 104,510 83,608 50,165 Other accts receivable 11,589 6,953 2,781 Divested accts receivable 20,181 14,127 10,091 Litigation Trust - 13,300 9,500 Other current assets 12,823 3,326 3,326 --------------- ------------- -------- --------- Total current assets 162,379 134,590 89,138 Investments limited as to use, SI 45,331 45,331 45,331 Investments limited as to use, DSRFs 5,703 5,703 5,703 Investments limited as to use, Other 59,347 - - PPE, net 114,832 600,000 525,300 Other non-current assets 8,772 - - --------------- ------------- -------- --------- TOTAL ASSETS $396,364 $785,624 $665,473 Wind-Down Manhattan Costs (205,327) (234,744) Cash Flow from Operations (26,816) (37,287) Liquidation Analyis Estimation & Litigation Costs (21,639) (33,793) -------- --------- TOTAL AVAILABLE FOR DISTRIBUTION $531,842 $359,649 -------- --------- Mr. Sansone relates that for purposes of determining whether the Plan satisfies the feasibility requirement, the Debtors' management developed and refined its business plan and prepared financial projections for the calendar years ending Dec. 31, 2007 through December 2014. The Debtors have attached the Financial Projections to their Disclosure Statement. The Projections assume that the Plan will be implemented in accordance with its stated terms. However, Mr. Sansone notes, the Projections are subject to significant business, economic and competitive uncertainties. Also attached to the Disclosure Statement is a summary of professional fees and expenses incurred through March 31, 2007, aggregating $64,885,077. Among the Debtors' bankruptcy professionals are Alvarez & Marsal LLC and Weil Gotshal & Manges LLP. A full-text copy of the Debtors' First Amended Plan and Disclosure Statement, including the Liquidation Analysis and Financial Projections, is available for free at: http://ResearchArchives.com/t/s?20b9 Debtors Address Disclosure Statement Objections Andrew M. Troop, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, notes that the Debtors have received four formal objections against the Disclosure Statement: (1) Oceanside Institutional Industries, Inc., (2) Sun Life Assurance Company of Canada and Sun Life Assurance Company of Canada, (3) The Dormitory Authority of the State of New York, and (4) the U.S. Trustee. Oceanside Institutional only wanted assurance that its administrative claims will be paid on the Effective Date. Among the objections raised by Sun Life was that the Disclosure Statement contained insufficient information regarding the Debtors' treatment to its claims. The U.S. Trustee pointed out that the Disclosure Statement did not provide a liquidation analysis or a projection of the Debtors' financials. Mr. Troop informs the Court that the Debtors have resolved all of the Disclosure Statement Objections except those filed by DASNY. DASNY asserted that the Debtors' Chapter 11 plan could not be approved because it is not confirmable on its face, as it failed to honor the terms of certain stipulations entered into by the Debtors, the Official Committee of Unsecured Creditors and DASNY. "The sole unresolved Objection, filed by DASNY, need not be considered by the Court at this time, but rather should be considered -- if at all -- at the Confirmation Hearing," Mr. Troop asserts. Moreover, Mr. Troop contends, since the filing of the original Disclosure Statement, the Debtors have engaged in extensive, good faith, arm's-length negotiations with the Official Committee of Unsecured Creditors, the Official Committee of Tort Creditors and certain individual creditors regarding the terms of a revised Plan and Disclosure Statement. The Debtors represents that the Revised Disclosure Statement explaining the First Amended Plan contains adequate information pursuant to Section 1125 of the Bankruptcy Code. About Saint Vincents Based in New York City, Saint Vincents Catholic Medical Centers of New York -- http://www.svcmc.org/-- the healthcare provider in New York State, operates hospitals, health centers, nursing homes and a home health agency. The hospital group consists of seven hospitals located throughout Brooklyn, Queens, Manhattan, and Staten Island, along with four nursing homes and a home health care agency. The company and six of its affiliates filed for chapter 11 protection on July 5, 2005 (Bankr. S.D.N.Y. Case No. 05-14945 through 05-14951). Gary Ravert, Esq., and Stephen B. Selbst, Esq., at McDermott Will & Emery, LLP, filed the Debtors' chapter 11 cases. On Sept. 12, 2005, John J. Rapisardi, Esq., at Weil, Gotshal & Manges LLP took over representing the Debtors in their restructuring efforts. Martin G. Bunin, Esq., at Thelen Reid & Priest LLP, represents the Official Committee of Unsecured Creditors. As of Apr. 30, 2005, the Debtors listed $972 million in total assets and $1 billion in total debts. (Saint Vincent Bankruptcy News, Issue No. 55 Bankruptcy Creditors' Service Inc. http://bankrupt.com/newsstand/or 215/945-7000) SANMINA-SCI: Intends to Offer $600 Million of Senior Notes ---------------------------------------------------------- Sanmina-SCI Corporation intends to offer, subject to market and other conditions, $600 million aggregate principal amount of Senior Floating Rate Notes, which will be issued in a: * $300 million tranche due in 2010 and * $300,000,000 tranche due in 2014, through an offering in the United States to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended, and outside the United States to non-U.S. persons pursuant to Regulation S under the Securities Act. The notes will be fully and unconditionally guaranteed on a senior, unsecured basis by substantially all of Sanmina-SCI's domestic restricted subsidiaries. The interest rate and other terms for each series of the notes are to be determined by negotiations between Sanmina-SCI and the initial purchasers of the notes. Sanmina-SCI intends to use the net proceeds from the sale of notes in the offering, together with cash on hand, to repay its existing term loan under the Credit and Guaranty Agreement, dated as of Oct. 13, 2006, among Sanmina-SCI, its subsidiaries party thereto as guarantors, the lenders party thereto and Bank of America, as administrative agent, and to pay fees and expenses incurred in connection with the offering of the notes. The securities will not be registered under the Securities Act, or any state securities laws, and unless so registered, may not be offered or sold in the United States except pursuant to an exemption from the registration requirements of the Securities Act and applicable state laws. About Sanmina-SCI Corp. 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. SANMINA-SCI: Fitch Rates Proposed $600 Million Notes at BB+ ----------------------------------------------------------- Fitch has assigned a 'BB+/RR1' rating to Sanmina-SCI Corporation's (Nasdaq: SANM) proposed $600 million offering of senior unsecured floating rate notes. The two-tranche debt offering consists of $300 million of notes due 2010 and $300 million due 2014. Proceeds from the offering and cash on hand will be utilized to repay an existing $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 (IDR) 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 (x). 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 $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 $664 million in cash and equivalents; $500 million senior secured revolving credit facility due Dec. 2008, of which approximately $400 million remains available; and various receivables sales facilities totaling approximately $400 million, of which approximately $80 million remains available. While Fitch estimates Sanmina's free cash flow for the LTM ended March 31, 2007 was negative $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 $600 million term loan, Fitch estimates total debt was $1.7 billion, consisting of $100 million drawn against a $500 million senior secured revolving credit agreement; $300 million of senior unsecured FRN due 2010; $300 million of senior unsecured FRN due 2014; $400 million of 6.75% senior subordinated notes due 2013; and $600 million of 8.125% senior subordinated notes due 2016. SANMINA-SCI: Moody's Rates $600 Million Senior Notes at Ba3 ----------------------------------------------------------- Moody's Investors Service assigned a Ba3 rating to Sanmina SCI Corporation's $600 million senior floating rate notes due 2010 and 2014. Concurrently, Moody's affirmed the company's Ba3 corporate family rating and the B2 ratings on Sanmina's $400 million and $600 million senior subordinated notes, due 2013 and 2016, respectively. The proceeds from the new notes will refinance the company's $600 million unsecured term facility due 2008, whose rating will be withdrawn upon repayment. The rating outlook is stable. The Ba3 rating on the new notes reflects both the overall probability of default of the company to which Moody's assigned a PDR of Ba3, and a loss given default of LGD 4 for the new notes. The notes will be fully and unconditionally guaranteed on a senior unsecured basis by substantially all of Sanmina's domestic restricted subsidiaries. Ratings/assessments assigned: -- $600 million senior floating rate notes due 2010 and 2014 at Ba3 (LGD4, 53%) Ratings/assessments affirmed: -- Corporate family rating at Ba3; -- Probability-of-default rating at Ba3; -- $400 million senior subordinated notes due 2013 at B2 (LGD5, 83%); -- $600 million senior subordinated notes due 2016 at B2 (LGD5, 83%); -- Speculative grade liquidity rating of SGL-2. Ratings/assessments to be withdrawn upon repayment: -- $600 million senior unsecured term loan due 2008 at Ba3 (LGD3, 45%); Sanmina's Ba3 corporate family rating continues to reflect the overcapacity, volatility and competition in the EMS industry as also the company's weak financial performance and credit metrics partly due to weaker operating performance and increased working capital intensity. Moody's notes the recent stabilization of performance, inventory management and improved cash flow generation, and expects further improvement of the company's business and financial profile considering it's potential exit from the low margin PC business. Moody's also notes the improved debt-maturity profile of Sanmina via this financing which replaces the facility due January 2008 with the earliest maturity on the notes in 2010. Other factors supporting Sanmina's Ba3 rating include Sanmina's tier one status in the EMS industry, generally favorable outsourcing trend by the OEMs, growing diversity in Sanmina's end markets served, and the company's strength in some of the newer industries such as medical and defense industries. 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. SANMINA-SCI: S&P Rates $600 Million Floating-Rate Notes at B+ ------------------------------------------------------------- Standard & Poor's Ratings Services assigned its 'B+' senior unsecured debt rating to San Jose, California-based Sanmina-SCI Corp.'s $600 million in floating-rate notes, $300 million of which mature in 2010 and $300 million of which mature in 2014. Proceeds will be used to refinance the company's $600 million term loan due January 2008. Sanmina's 'B+' corporate credit and 'B-' subordinated ratings are affirmed. The outlook is stable. "The ratings reflect continued erosion of profit measures, diminished liquidity, and high leverage," said Standard & Poor's credit analyst Lucy Patricola. These concerns are partly offset by the company's top-tier business position in low volume, complex electronic manufacturing services end markets and stable operating performance in that division. SPECTRUM BRANDS: A. Genito Promoted to Chief Financial Officer -------------------------------------------------------------- Spectrum Brands, Inc. promoted Anthony L. Genito, 50, to the position of senior vice president and chief financial officer. As CFO, Mr. Genito reports to Kent Hussey, Spectrum Brands' chief executive officer, and is responsible for the company's financial functions including accounting, treasury, tax and financial planning. Mr. Genito succeeds Randall J. Steward, 52, formerly executive vice president and chief financial officer, who has resigned to pursue other professional and personal interests. "Randy Steward has been a key leader in Spectrum Brands' growth and transformation during the past nine years," Mr. Hussey said. "We thank him for his many valuable contributions to the company and wish him well. I am confident that the people, processes and organization he has put in place will result in a smooth transition for Tony into his new role." "Tony has a strong financial background, and in his three years with Spectrum Brands he has developed a deep understanding of our business and earned a solid reputation throughout the company," Mr. Hussey continued. "He is ideally suited to take on the critical role of chief financial officer at this point in the evolution of the company and I look forward to working in partnership with him to move forward on our strategy to build value for shareholders." Mr. Genito, who has over 27 years of management, finance and operational experience, most recently served as the company's senior vice president finance and chief accounting officer. Prior to joining Spectrum, Mr. Genito was vice president of global supply chain/global quality operations with Schering-Plough Corporation, culminating twelve years with that company in various financial positions of increasing responsibility. He began his career with Deloitte & Touche. Mr. Genito holds a B.S. in Accounting from Mercy College and an M.B.A. from Pace University and is a certified public accountant. About Spectrum Brands Headquartered in Atlanta, Georgia, Spectrum Brands (NYSE: SPC) -- http://www.spectrumbrands.com/-- is a consumer products company and a supplier of batteries and portable lighting, lawn and garden care products, specialty pet supplies, shaving and grooming and personal care products, and household insecticides. Spectrum Brands' products are sold by the world's top 25 retailers and are available in more than one million stores in 120 countries around the world. The company has manufacturing and distribution facilities in China, Australia and New Zealand, and sales offices in Melbourne, Shanghai, and Singapore. * * * As reported in the Troubled Company Reporter on April 30, 2007, Fitch Ratings affirmed the ratings of Spectrum Brands, Inc., including its CCC issuer default rating, its CCC- rating of the company's $700 million 7-3/8% senior subordinated note due 2015 and its CCC- rating of the company's $350 million 11.25% Variable Rate Toggle Interest pay-in-kind Senior Subordinated Note due 2013. The Outlook remains Negative. STAR HILL: Case Summary & 20 Largest Unsecured Creditors -------------------------------------------------------- Debtor: Star Hill Inn, L.L.C. P.O. Box 707 Sapello, NM 87745 Bankruptcy Case No.: 07-11356 Type of Business: The Debtor is an astronomy retreat. See http://www.starhillinn.com/ Chapter 11 Petition Date: June 6, 2007 Court: District of New Mexico (Albuquerque) Judge: Mark B. McFeeley Debtor's Counsel: Arin Elizabeth Berkson, Esq. Moore, Berkson & Gandarilla, P.C. P.O. Box 216 Albuquerque, NM 87103-0216 Tel: 505-242-1218 Fax: 505-242-2836 Total Assets: $1,070,306 Total Debts: $361,294 Debtor's 20 Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ New Mexico Taxation & $25,000 Revenue Dept. Bankruptcy Support P.O. Box 8575 Albuquerque, NM 87198 Randy & Merrilyn Rhea $22,000 1420 Meridian Road Thomasville, GA 31792 San Miguel County $20,000 Treasurer San Miguel County Courthouse Las Vegas, NM 87701 Citi Cards $16,500 Chad & Joan Boliek $7,500 Internal Revenue Service $7,200 Melinda Phelps & Phillip $3,000 Phelps American Express $2,200 Kenneth Cassutti, Esq. $2,123 Astronomy Magazine $1,200 Larry Johns, C.P.A. $1,200 Ferrellgas Propane $900 Crosswinds Weekly $800 Sara Trevean $750 The Hartford $682 Safeco Insurance $442 Companies Home Depot Card Services $400 King Air Plumbing $370 and Heating Los Alamo National $200 Bank Fun and Games, Inc. $175 STRUCTURED ASSET: Moody's Rates Classes B1 & B2 Certs. at Low-B --------------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC3 and ratings ranging from Aa1 to Ba2 to the subordinate certificates in the deal. The securitization is backed by BNC Mortgage, Inc (61%), People's Chice Home Loan, Inc (17%) originated, adjustable-rate (79%) and fixed-rate (21%), subprime mortgage loans acquired by Lehman Brothers Holdings Inc. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, excess spread, overcollateralization, and interest- rate swap and cap agreements. Moody's expects collateral losses to range from 4.80% to 5.30%. JPMorgan Chase Bank, National Association, and Wells Fargo Bank, N.A., will service the mortgage loans and Aurora will act as master servicer to the mortgage loans. Moody's has individually assignedWells Fargo and JPMorgan its servicer quality rating of SQ1, both as servicers of subprime mortgage loans. Thecomplete rating actions are: * Structured Asset Securities Corporation Mortgage Loan Trust 2007-BC3 * Mortgage Pass-Through Certificates, Series 2007-BC3 Class 1-A1, Assigned Aaa Class 1-A2, Assigned Aaa Class 1-A3, Assigned Aaa Class 1-A4, Assigned Aaa Class 2-A1, Assigned Aaa Class 2-A2, Assigned Aaa Class 2-A3, Assigned Aaa Class 2-A4, Assigned Aaa Class 1-M1, Assigned Aa1 Class 2-M1, Assigned Aa1 Class 1-M2, Assigned Aa2 Class 2-M2, Assigned Aa2 Class 1-M3, Assigned Aa3 Class 2-M3, Assigned Aa3 Class 1-M4, Assigned A1 Class 2-M4, Assigned A1 Class 1-M5, Assigned A2 Class 2-M5, Assigned A2 Class M6, Assigned A3 Class M7, Assigned Baa1 Class M8, Assigned Baa2 Class M9, Assigned Baa3 Class B1, Assigned Ba1 Class B2, Assigned Ba2 The Class B-1 and Class B-2 Certificates were sold in privately negotiated transactions without registration under the Securities Act of 1933 under circumstances reasonably designed to preclude a distribution thereof in violation of the Act. The issuance of these two classes has been designed to permit resale under Rule 144A. STRUCTURED ASSET: Moody's Rates Class B Certificates at Ba1 ----------------------------------------------------------- Moody's Investors Service assigned a Aaa rating to the senior certificates issued by SASCO 2007-OSI Trust, and ratings ranging from Aa1 to Ba1 to the mezzanine and subordinate certificates in the deal. The securitization is backed by adjustable and fixed rate, first and second lien, subprime residential mortgage loans acquired by Lehman Brothers Holdings Inc. The collateral was originated by BNC Mortgage LLC (62.12%), Residential Mortgage Assistance Enterprise LLC (18.11%), Lehman Brothers Bank, FSB (12.88%), and other originators, none of which originated more than 10% of the mortgage loans. The ratings are based primarily on the credit quality of the loans and on the protection against credit losses provided by subordination, overcollateralization, and excess interest. The certificates also benefit from an interest rate swap agreement and an interest rate cap agreement both provided by Lehman Brothers Special Financing, Inc. Moody's expects collateral losses to range from 6.25% to 6.75%. JPMorgan Chase Bank, National Association (62.12%), Aurora Loan Services LLC (37.87%) and Ocwen Loan Servicing, LLC (0.01%) will service the loans and Aurora Loan Services LLC will act as master servicer. Moody's has assigned JPMorgan Chase Bank, National Association its top servicer quality rating of SQ1, as a primary servicer of subprime residential mortgage loans, and a servicer quality rating of SQ1- to Aurora Loan Servicing, LLC as a master servicer of mortgage loans. The complete rating actions are: * SASCO 2007-OSI Trust * SASCO Mortgage Pass-Through Certificates, Series 2007-OSI Class A-1, Assigned Aaa Class A-2, Assigned Aaa Class A-3, Assigned Aaa Class A-4, Assigned Aaa Class A-5, Assigned Aaa Class M-1, Assigned Aa1 Class M-2, Assigned Aa2 Class M-3, Assigned Aa3 Class M-4, Assigned A1 Class M-5, Assigned A2 Class M-6, Assigned A2 Class M-7, Assigned A3 Class M-8, Assigned Baa1 Class M-9, Assigned Baa2 Class M-10, Assigned Baa3 Class B, Assigned Ba1 Class B Certificate is being offered in a privately negotiated transaction without registration under the 1933 Act. The issuance was designed to permit resale under Rule 144A and, in the case of certain certificates, under Regulation S. TAPE BORROWER: Moody's Junks Rating on Sr. Secured Term Loan C -------------------------------------------------------------- Moody's Investors Service assigned B2 ratings to Tape Borrower Inc.'s (the new parent company of Intertape Polymer Group) proposed term loan B and revolving credit facility. In a related action, Moody's assigned a Caa2 to Tape Borrower Inc.'s proposed term loan C. The former B3 corporate family rating at Intertape Polymer Group has been withdrawn and reassigned to Tape Borrower Inc. The company's outlook was revised to stable from negative and the SGL rating was upgraded to SGL-3 from SGL-4. The rating action reflects Intertape Polymer Group's recent announcement that Tape Borrower Inc., an indirect wholly-owned subsidiary of Littlejohn Fund III, L.P. (Littlejohn), will acquire all of Intertape Polymer Group's outstanding common shares at a price of $4.76 per share in cash. The total transaction value is approximately $510 million, including $320 million of debt. The transaction will be subject to the approval of two-thirds of the votes cast by the company's shareholders at a special meeting anticipated in late June 2007. Proceeds from the term loans will be used to repay existing bank debt, partly finance the acquisition, and pay other fees and expenses. Assignments: * Issuer: Tape Borrower Inc. -- Corporate Family Rating, Assigned B3; -- Senior Secured Term Loan B, Assigned B2 and a range of 33-LGD3; -- Senior Secured Term Loan C, Assigned Caa2 and a range of 85-LGD5; -- Senior Secured Revolving Credit Facility, Assigned B2 and a range of 33-LGD3; -- Probability of Default Rating, Assigned B3; -- Speculative Grade Liquidity Rating, Assigned SGL-3; -- Outlook, Assigned Stable. Despite the roughly $80 million increase in debt as a result of the acquisition by Littlejohn, Moody's revised the company's outlook to stable due to its improved liquidity position and the expectation that its new private equity owner will have a greater chance of stabilizing or improving the company's operating performance than prior management. The B3 corporate family rating reflects the company's weak operating performance (operating margins of approximately 3%), limited free cash flow, limited top line growth, a high percentage of commodity products versus innovative products, the potential for additional near-term declines in certain product demand, high leverage (adjusted debt to EBITDA of approximately 5.5x), and exposure to fluctuating raw material costs. Littlejohn will be inserting an interim CEO to manage the company and has undertaken a search for the position. Based on the company's recent operating trends, management will need to continue executing cost savings initiatives to improve profitability over the near term. Moody's believes that the company will need to demonstrate that the competition across its end markets will not continue to force the company to lower prices in order to maintain market share. Volume and price declines in 2006 have negatively affected Intertape Polymer Group's gross margins for certain products. Weak end market demand, primarily in the North American housing construction market, and declining prices for films products continue to compress gross margins. In order to mitigate the margin compression, Intertape Polymer Group announced and executed manufacturing facility closures and other restructuring actions to generate significant annual savings. Certain of these savings have already been realized in prior periods as the company begins to realign its cost structure with product demand. Even with this progress, Moody's believes that a combination of a slowdown in the economy and competitive pressures could continue to adversely impact the company's operating performance and offset much of the planned cost savings. Moody's also concluded that a B3 corporate family rating is most representative of a company with an evolving financial/operating strategy, a new senior management team in a highly levered environment, and new private equity sponsorship. Should margin improvement occur, Moody's expects that Intertape Polymer Group will consider distributions to its sponsor as well as modest debt- financed acquisitions to fund external growth. Factors that support the ratings include product breadth, the company's estimated market share for several of its product lines within the tapes sector, a reasonable track record of passing through higher raw material costs to customers, and its recent cost saving initiatives. The speculative grade liquidity rating was upgraded to SGL-3 from SGL-4 because Moody's believes the company's liquidity position, which weakened in 2006 due to the need to renegotiate financial covenants, will improve over the near term. The new credit agreement reduces financial covenants to a single leverage ratio and should provide adequate headroom over the next four quarters. Furthermore, Moody's expects that the company will most likely continue to utilize its bank revolver to help support operational needs. Although the outlook is stable, a sustained deterioration in operating performance or credit metrics due to additional declines in product demand, or other operational issues could result in a downgrade of the ratings. Conversely, the ratings could be raised if the company successfully resolves its CEO succession plan, continues to generate savings from additional cost reduction efforts, and restores operating margins and adjusted RCF-Capex/Debt of 5% on a sustainable basis. The most recent prior rating action occurred on March 26, 2007. Moody's downgraded the long-term and corporate family ratings of IPG (US) Inc. as well as the senior subordinated notes of Intertape Polymer US Inc. The rating action reflected the same key rating drivers mentioned above, however the outlook was revised to negative. The negative outlook reflected the limited room under financial covenants in its secured facilities and the lack of definitive information with respect to the CEO succession plan or the outcome of the Board's review process concerning various strategic and financial alternatives. Headquartered in Bradenton, Florida, Tape Borrower Inc., the new parent company of Intertape Polymer Group, is a leading manufacturer and marketer of adhesive tapes, specialty tapes, plastic films and engineered coated products. The company employs about 2450 employees with operations in 18 locations, including 13 manufacturing facilities in North America, one in Portugal and in Mexico. TOWER AUTOMOTIVE: Judge Gropper Approves Disclosure Statement ------------------------------------------------------------- The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York approved a first amended disclosure statement explaining Tower Automotive, Inc., and its debtor subsidiaries' First Amended Joint Plan of Reorganization, at a hearing held June 5, 2007. Judge Gropper held that the First Amended Disclosure Statement contains adequate information that would enable creditors to make an informed decision on whether to accept or reject the Plan. The Debtors filed the First Amended Disclosure Statement and Plan on June 4, 2007, to include, among others, revisions to the classification and treatment of claims and interests, and an analysis of the estimated recoveries for the Debtors' various unsecured creditor constituencies. Parties have until July 6 to file objections to the Plan. Revised Classification of Claims and Interests Under the First Amended Plan, the description for Class 4 claims was changed to International Holding Company Debtor Claims from R.J. Bondholder Claims. The estimated recovery for Class 3 Second Lien Claims was also raised to $154,225,000 from $41,000,000. According to the Plan, the $154,225,000 is subject to upward adjustment for fees and expenses allowable and payable under the Prepetition Credit Agreement and the Final DIP Order, and subject to downward adjustment for amounts returned to the Second Lien Agent from the Second Lien Collateral Account. As of June 4, 2007, the balance of the Second Lien Collateral Account is estimated to be approximately $113,000,000. The Amended Plan provides that the Second Lien Claim will be an Allowed Secured Claim in the amount of the Second Lien Base Claim without defense, offset, recoupment, counterclaim or reduction, other than as set forth in the Plan. On the Plan Effective Date, the Second Lien Collateral Account Final Balance will be returned to the Second Lien Agent for the Pro Rata benefit of the Second Lien Lenders, and the Second Lien Adjusted Base Claim will be paid in full in Cash. In addition, (i) each undrawn Prepetition Letter of Credit will be returned to the issuer undrawn and marked canceled, and (ii) the Second Lien Agent's Fees incurred prior to the Effective Date, but not paid prior to or on the Effective Date, will be paid within 10 business days after submission of invoices to the Debtors and the purchaser -- TA Acquisition Company, LLC -- it being understood that nothing will limit the Debtors' or the Official Committee of Unsecured Creditors' right to review and determine that the fees are reasonable, or the Purchaser's right to review and object to claims set forth in the Purchase Agreement. Recovery Analysis The Amended Plan relates that the Debtors, the Creditors Committee and their advisors worked together to develop a framework to determine estimated recoveries for the Debtors' various unsecured creditor constituencies and are in agreement over the methodology that underlies the analysis. The substantive assumptions that underlie the recovery analysis include (i) the determination of which legal entities should be substantively consolidated, (ii) the attribution of distributable value to the entities and (iii) the allocation of claims by legal entity. The Debtors' advisors, in consultation with the Committee's advisors, applied this methodology to determine the recoveries under the Plan for the various unsecured creditor constituents in Classes 4 through 8. The analysis aggregates Tower's legal entities -- both domestic and international -- into seven entities or groups of entities. The entities are: 1. Tower Inc., the Debtors' top-tier holding company; 2. R.J. Tower, the Debtors' intermediate holding company; 3. the Substantively Consolidated Debtors, which include the Debtors various domestic subsidiaries below R.J. Tower; 4. the International Holding Company Debtors, which are domestic holding companies for the Debtors' interests in certain international operations, notably including the European and Korean operations; and 5 - 7. three first-tier international subsidiaries of R.J. Tower, Changchun Tower Golden Ring Automotive Products Company, Tower Automotive Mexico S. De R.L. de C.V., the holding company for the Debtors' 40% joint venture interest in Metalsa S de R.L. de C.V., and Tower Automotive Canada. With the seven legal entities identified, the recovery analysis assumes an allocation of distributable value implied by the purchase price as provided in the Purchase Agreement to each entity based principally on EBITDA contribution with adjustments made to take into consideration the relative performance of businesses in different geographic regions and other regional or legal entity specific considerations. Intercompany claims that are included in the recovery analysis are (i) a note payable from Tower Automotive Deutscheland GmbH & Co. to R.J. Tower for $25,100,000, (ii) a note payable from Tower Automotive Europe B.V. to R.J. Tower for $16,700,000 and (iii) two notes payable from Tower Automotive International B.V. to Tower Automotive International Holdings, Inc. totaling $320,100,000. All amounts are estimated as of March 31, 2007, and assume an exchange rate of $1.3355 per Euro. Taken together, the recovery analysis assumes that the DIP Revolver recovers value initially from the Debtors' domestic operations and then, because the value of the Debtors' domestic operations is not sufficient to fully satisfy the DIP Revolver, from the DIP Lenders' claims against the Debtors' international subsidiaries and the Debtors' interests in the international subsidiaries on a pro-rata basis. The DIP Term Loan is assumed to recover from the Debtors' foreign subsidiaries pro-rata based on the remaining distributable value after satisfying the DIP Revolver. The Second Lien Claims are assumed to recover value similar to the methodology employed by the DIP Term Loan. The recovery analysis assumes the DIP Lenders and Second Lien Lenders may recover pro-rata based on distributable value on account of their super-priority administrative expense claims. Because the value ascribed to the Debtors' domestic operations is fully offset to satisfy senior claims and debt -- including Administrative Claims, Other Priority Claims, Other Secured Claims and a portion of the DIP Revolver -- the residual balance of the DIP Revolver, the DIP Term Loan and the Second Lien Claims recover value exclusively from the Debtors' international subsidiaries and the Debtors' interests in the international subsidiaries, whether on account of their secured claims or their super-priority administrative claims. Special Provisions on Subordinated Securities Claims The Amended Plan provides that nothing will impact in any way the right or ability of the lead plaintiffs in the Securities Litigation to pursue and recover on any Claims against the Debtors solely to the extent of any coverage provided by any insurance policy, including any Directors' and officers' insurance policy. Nothing will also release, enjoin, preclude, or otherwise affect in any way the prosecution of the claims asserted, or which may be asserted, against any non-Debtor in the Securities Litigation or the right of the lead plaintiffs in the litigation to (a) pursue further litigation, including without limitation appeals, against any non-Debtor defendants, or (b) to enter into or enforce any settlement or enforce any judgment obtained in connection with or relating to the litigation or appeals, provided that the terms and conditions of the stipulation and order between the Debtors and the Securities Plaintiffs resolving the Debtors' request to reclassify Securities Plaintiffs' Claims will remain in full force and effect. Rejection Claims All proofs of claim arising from the rejection of Executory Contracts or Unexpired Leases must be filed with the Voting Agent within 30 days after the earlier of: (a) the date of entry of a Court order approving the rejection; and (b) the Plan Effective Date. Any Claims arising from the rejection of an Executory Contract or Unexpired Lease for which proofs of Claims were not timely filed within that time period will be forever barred from assertion against the Debtors or their Estates and property, or the Trusts, unless otherwise ordered by the Court or as otherwise provided in the Plan. All Rejection Claims will, as of the Effective Date, be subject to the permanent injunction set forth in the Plan. Other Provisions Other provisions added to the Plan include the condition that the proposed Confirmation Order, any modifications of the Plan, and any material modification to the Sale Order, will be in a form and substance reasonably acceptable to the Second Lien Agent. The Debtors, the Purchaser or the Creditors Committee may seek an expedited hearing before the Bankruptcy Court to address any objection by the Second Lien Agent. In addition, nothing in the Plan, any amendment to the Plan, or in the Confirmation Order, will enjoin any claims, to the extent available under applicable non-bankruptcy law, of the United Furniture Workers Pension Fund A against the Purchaser or any non-Debtor affiliates, subsidiaries, or other third parties, including, but not limited to, any claims based on control group liability or successor liability arising from or related to the Debtors' withdrawal from the United Furniture Workers Pension Fund A, provided that the Purchaser and all the non-Debtor affiliates or subsidiaries and third parties reserve all defenses to the claims. A blacklined copy of Tower's First Amended Plan is available for free at: http://ResearchArchives.com/t/s?20b2 A blacklined copy of Tower's First Amended Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?20b3 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 $787,948,000 in total assets and $1,306,949,000 in total debts. The Debtors' filed their Chapter 11 Plan of Reorganization and Disclosure Statement explaining that plan on May 1, 2007. The Debtors' exclusive period to file a chapter 11 plan expired on June 6, 2007. (Tower Automotive Bankruptcy News, Issue No. 64; Bankruptcy Creditors' Service Inc.; http://bankrupt.com/newsstand/ or 215/945-7000) TOWER AUTOMOTIVE: Plan Confirmation Hearing Scheduled on July 11 ---------------------------------------------------------------- The Honorable Allen L. Gropper of the U.S. Bankruptcy Court for the Southern District of New York set a hearing for the confirmation of Tower Automotive, Inc., and its debtor-affiliates First Amended Joint Plan of Reorganization on July 11, 2007. 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 $787,948,000 in total assets and $1,306,949,000 in total debts. The Debtors' filed their Chapter 11 Plan of Reorganization and Disclosure Statement explaining that plan on May 1, 2007. TRIPOS INC: Completes Sale of R&D Business to Commonwealth Biotech ------------------------------------------------------------------ Tripos, Inc. has completed the sale-leaseback of its facility in Bude, England, to Southwest England Regional Development Authority and the sale of the capital stock of its Tripos Discovery Research Products and Services Business to Commonwealth Biotechnologies, Inc., based in Richmond, Virginia. On May 11, 2007, Tripos and CBI entered into a Share Purchase and Sale Agreement, which has been amended. At the time of signing, CBI paid Tripos $350,000. Tripos has netted approximately $1.1 million attributable to repayment of prior outstanding advances made by Tripos to the Discovery Research business, is due to receive an additional 100,000 pounds sterling by June 30, 2007, and will receive approximately $800,000 in additional repayments upon the collection of outstanding customer receivables and work in process. Additional information about payment in connection with this sale will be contained in a Current Report on Form 8-K to be filed within four business days. As a result of the stock sale and sale-leaseback transactions, Tripos has been relieved of obligations to repay up to 2.84 million pounds sterling of grants to English authorities, of which 1.54 million pounds sterling has been accrued in Tripos' most recent consolidated balance sheet. The releases were part of a transaction in which TDR sold its facility for 2.6 million pounds sterling, entered into a long-term lease of the facility, and repaid at a substantial discount its repayment obligations to the English Department of Trade and Industry. These transactions were a necessary predicate to effecting the sale of this business. Commenting on the transaction, Dr. John P. McAlister, president and CEO of Tripos, said, "We are pleased to have completed this transaction. It places the TDR business and the interests of our customers, employees and other stakeholders in the hands of an owner with the commitment and resources to continue operation of this business. At the same time, it is an important step in the completion of the dissolution and liquidation of Tripos and the distribution of the remaining proceeds to our stockholders later this year. We will file articles of dissolution and commence the formal dissolution immediately." Following the sale of its Discovery Research business, the company has become a "shell company" and will request that The Nasdaq Global Market delist its common stock. Upon delisting, Tripos contemplates that it will seek to list its stock on the OTC Bulletin Board(R). If this listing is not available to the company, it will close its stock transfer books, at which time there will be no active public trading market for the company's common stock. About Tripos Inc. Based in St. Louis, Tripos Inc. (Nasdaq Global Select Market: TRPS) -- http://www.tripos.com/-- combines leading-edge technology and innovative science to deliver consistently superior chemistry-research products and services for the biotechnology, pharmaceutical and other life science industries. The company's Discovery Informatics business provides software products and consulting services to develop, manage, analyze and share critical drug discovery information. Within its Discovery Research business, Tripos' medicinal chemists and research scientists partner directly with clients in their research initiatives, leveraging state-of-the-art information technologies and research facilities. As reported in the Troubled Company Reporter on March 20, 2007, shareholders of Tripos Inc. approved the company's plan of dissolution and liquidation. TROPICANA ENT: Lenders OK Interest Rate Reduction on Facilities --------------------------------------------------------------- Tropicana Entertainment LLC reported that a syndicate of lenders led by Credit Suisse has agreed to reduce by 0.25% the interest rates applicable to approximately $2 billion under two credit facilities obtained by the company and its subsidiaries in the first quarter of 2007 in order to, among other things, fund the acquisition of Aztar Corporation. Tropicana said that the rate changes became effective May 29, 2007 and were achieved as a result of improved conditions in debt capital markets since the loans were obtained. On Jan. 3, 2007, Tropicana said that it closed on its senior secured Credit Facility, the interest rate for which is set periodically based on a published LIBOR rate, or an alternate base rate, plus an applicable margin. The governing credit documentation has been amended to reduce the margin applicable to LIBOR rate borrowings from 2.50% to 2.25% and alternate base rate borrowings from 1.50% to 1.25%. Tropicana said that the credit facility currently has an aggregate principal amount of about $1.4 billion outstanding. The Credit Facility also has a revolving credit line of up to $180 million, which is currently undrawn. Concurrently with the closing of the Credit Facility, the company also entered into a 5-year interest rate swap transaction which effectively fixed the LIBOR rate applicable to $1 billion of the indebtedness at 5% for the term of the loan. On Jan. 3, 2007, Tropicana Las Vegas Finance Co., also an indirect subsidiary of Tropicana, closed on a secured credit facility in an aggregate principal amount of $440 million, the interest rate for which is set periodically based on a published LIBOR rate, or an alternate base rate, plus an applicable margin. The governing credit documentation has been amended to reduce the margin applicable to LIBOR rate borrowings from 2.50% to 2.25% and alternate base rate borrowings from 1.50% to 1.25%. Concurrently with the closing of the Credit Facility, the Company entered into an 18-month interest rate swap transaction which effectively fixed the LIBOR rate applicable to all of the Land Loan indebtedness at 5.01% for the term of the loan. About Tropicana Entertainment Tropicana Entertainment LLC -- http://www.tropicanacasinos.com-- an indirect subsidiary of Tropicana Casinos and Resorts, Inc., provide gaming entertainment in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada and Atlantic City, New Jersey. Tropicana Entertainment and Tropicana Casinos and Resorts are owned by William J. Yung, III. Tropicana Entertainment currently carries Moody's B1 rating. UNIVERSAL HOSPITAL: Completes Sale to Bear Stearns -------------------------------------------------- Universal Hospital Services Inc. has completed the transactions to transfer ownership and recapitalize its balance sheet. UHS is now owned by Bear Stearns Merchant Banking, the private equity affiliate of The Bear Stearns Companies Inc. and UHS management. UHS was formerly owned by the private equity firms J. W. Childs Associates and The Halifax Group and by UHS management. "The company's new partner BSMB, and the flexibility of its new capital structure will allow the company to address the healthcare marketplace and take the level of service and value it provides the company's customers to a whole new level," Gary Blackford, UHS' chairman and CEO, said. "The company is excited to partner with the management team that has made UHS an industry leader and innovator. The company looks forward to bringing its financial and healthcare expertise to make UHS an even stronger contributor to the healthcare marketplace," Robert Juneja, managing director & partner of BSMB, and new board member of UHS, said. Also joining Mr. Juneja and Mr. Blackford on the UHS Board are John Howard, CEO & sr. managing director of BSMB and Bret Bowerman, sr. associate of BSMB. In connection with the sale of UHS to BSMB and management for approximately $712 million, the company issued $460 million in bonds, due in 2015. The bond issuance was led by Merrill Lynch & Co., Bear, Stearns & Co. Inc. and Wachovia Securities. UHS also entered into a $135 million line of credit with a consortium of banks lead by Merrill Lynch Capital. About Bear Stearns Companies Inc. Bear Stearns Merchant Banking -- http://www.bsmb.com/-- a private equity affiliate of The Bear Stearns Companies Inc. (NYSE:BSC) that invests private equity capital in compelling leveraged buyouts, recapitalizations and growth capital opportunities alongside superior management teams. BSMB focuses on making control or entrepreneur-driven investments, principally in middle- market retail, financial services and consumer products companies. Since its formation in 1997, BSMB has been an investor in over 50 portfolio companies. BSMB manages nearly $5 billion of private equity capital, including its new $2.7 billion institutional fund and capital dedicated to its affiliate, Bear Growth Capital Partners. Investments by BSMB include: ACA Capital Holdings (NYSE:ACA), Alter Moneta, Balducci's, CamelBak Products, Caribbean Financial Group, Cavalry Investments, Churchill Financial Holdings, Dairyland, Everything But Water, Harlem Furniture, Ironshore Inc., Multi Packaging Solutions, New York & Company (NYSE:NWY), PlayCore, Seven For All Mankind, Stuart Weitzman, Transamerican Auto Parts Company and The Vitamin Shoppe. About Universal Hospital Services Universal Hospital Services Inc. -- http://www.uhs.com/-- is a medical equipment lifecycle services company. UHS offers comprehensive solutions that maximize utilization, increase productivity and support optimal patient care resulting in capital and operational efficiencies. UHS currently operates through more than 75 offices, serving customers in all 50 states and the District of Columbia. For the twelve months ended Dec. 31, 2006 the company reported revenues of approximately $225 million. * * * As reported in the Troubled Company Reporter on May 16, 2007, Moody's Investors Service assigned ratings to UHS Merger Sub Inc. in connection with the pending leveraged buyout of Universal Hospital Services, Inc. Moody's assigned a B2 Corporate Family Rating, a B3 rating to the proposed $230 million second lien floating rate notes and a B3 rating to the proposed $230 million second lien toggle notes. The proposed financing also includes a $135 million senior secured revolving credit facility that will not be rated by Moody's. The rating outlook for UHSM is stable. U.S. ENERGY: Discloses $67.1 Mil. Final Payment to Countryside -------------------------------------------------------------- U.S. Energy Biogas Corp. disclosed that Countryside Power Income Fund has received a total of $67.1 million, reflecting the final principal installment of approximately $66 million plus $1.1 million in accrued interest and fees under the USEB settlement agreement. The USEB settlement agreement among the Fund's subsidiary, Countryside Canada Power Inc., certain officers of Countryside Ventures LLC, USEB and its parent, U.S. Energy Systems Inc., was approved by The United States Bankruptcy Court in the Southern District of New York in February 2007. Prior to the settlement agreement, USEB filed for reorganization under Chapter 11 of the U.S. Bankruptcy Code on Nov. 29, 2006. The final installment received satisfies in full the Fund's allowed secured claim against USEB which originally totaled $99 million. Of the remaining balance of the allowed secured claim, $65.1 million was paid in cash. At USEB's election and pursuant to the settlement agreement, the Fund received the balance of the final installment in the form of 405,000 shares of common stock, based on a volume weighted average closing price of $4.94 per share for the five consecutive trading days ending May 29, 2007, issued by U.S. Energy Systems Inc. and which become freely tradable upon their receipt. A portion of the final cash installment received will be immediately applied as a mandatory prepayment under the Fund's credit facility with a syndicate of lenders. The Fund is currently in discussions with its lenders on obtaining an amended credit facility that would permanently waive the cross default provision under its existing credit agreement, arising from the USEB bankruptcy, and increase the credit commitment amount sufficient to support the Fund's ongoing liquidity and growth initiatives. In the interim, the Fund's lead lender has agreed to maintain a revolving credit commitment of $20 million to support, among other things, the Fund's ongoing funding of the London Cogeneration project and to extend the cross-default waiver period until Aug. 31, 2007. Other than the mandatory prepayments required under Fund's credit facility or payment of related settlement costs, the Fund has stated it does not intend to reinvest the installment proceeds from the USEB settlement agreement until the conclusion of the strategic review process. About Countryside Power Income Fund Based in London, Ontario, Countryside Power Income Fund (TSX: COU.UN) -- http://www.countrysidepowerfund.com/-- has investments in two district energy systems in Canada, with a combined thermal and electric generation capacity of approximately 122 megawatts, and two gas-fired cogeneration plants in California with a combined power generation capacity of 94 megawatts. In addition, the Fund has an indirect investment in 22 renewable power and energy projects located in the United States, which currently have approximately 51 megawatts of electric generation capacity and sold approximately 710,000 MMBtus of boiler fuel in 2005. The Fund's investment in the projects consists of loans to, and a convertible royalty interest in, U.S. Energy Biogas Corp. About U.S. Energy Biogas Headquartered in Avon, Connecticut, U.S. Energy Biogas Corp., a subsidiary of U.S. Energy Systems Corp. (Nasdaq: USEY) -- http://www.usenergysystems.com/-- develops landfill gas projects in the United States. Formerly known as Zahren Alternative Power Corporation or ZAPCO, the company was formed in May 2001 after ZAPCO's acquisition by U.S. Energy Systems, Inc. Currently, the Debtor owns and operates 23 LFG to energy projects with 52 megawatts of generating capacity. The Debtor and 31 of its affiliates filed separate voluntary chapter 11 petitions on Nov. 29, 2006 (Bankr. S.D.N.Y. Case Nos. 06-12827 through 06-12857). Joseph J. Saltarelli, Esq., at Hunton & Williams represents the Debtors in their restructuring efforts. Dion W. Hayes, Esq., Joseph S. Sheerin, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP, represent the Official Committee of Unsecured Creditors. The Debtors listed total assets of $35,472,663 and total debts of $90,250,169 in its schedules. As reported in the Troubled Company Reporter on May 25, 2007, the U.S. Bankruptcy Court for the Southern District of New York confirmed U.S. Energy Biogas Corp.'s plan of reorganization. W&T OFFSHORE: Launches $450 Million Senior Notes Offering --------------------------------------------------------- W&T Offshore Inc. reported that it is offering approximately $450 million of its senior notes due 2014. The company said that the proceeds of the offering will be used to reduce outstanding indebtedness under the company's existing credit agreement. The company states that these notes have not been and will not be registered under the Securities Act of 1933, as amended, and are being offered and sold in the United States only to qualified institutional buyers in reliance on Rule 144A under the Act and to certain non-U.S. persons in transactions outside the United States in reliance on Regulation S under the Act. About W&T Offshore W&T Offshore Inc. -- http://www.wtoffshore.com-- is an independent oil and natural gas company focused primarily in the Gulf of Mexico, including exploration in the deepwater and deep shelf regions. WESTON NURSERIES: Asks July 31 Extension to Modify Plan ------------------------------------------------------- Weston Nurseries Inc. and Mezitt Agricultural Corporation ask the U.S. Bankruptcy Court for the District of Massachusetts for authority to continue to modify their First Amended Joint Plan of Reorganization until July 31, 2007. The Debtors tell the Court that they have been negotiating with various parties to sell some or all of their assets to effectuate a reorganization. However, the Debtors explain that dispute in interests among involved individuals and entities made the process complex and time consuming. The Debtors emphasize that if the exclusivity period is not extended to give way for further modification, they will not be able to come up with a consensual resolution of the disputed matters. Several motions for extension of the exclusivity periods have been previously filed by the Debtors, the latest of which was until May 25, 2007, with a scheduled confirmation hearing of July 10, 2007. Amended Plan On March 19, 2007, the Debtors filed a First Amended Joint Plan Of Reorganization which provides for the payment of all of Weston's allowed claims through the use of: (i) a portion of the proceeds from the sale of Weston's real estate property; (ii) portion of funds that Weston will borrow on a secured basis from Boulder Capital LLC, Business Alliance Capital Company and/or other lender or developer as Weston may determine; (iii) the revenues generated by the operation of Weston's business after confirmation of the Plan; and (iv) the proceeds of recoveries realized from prosecution or settlement of any causes of action. The Amended Plan also contemplates that proceeds from the sale of the issued and outstanding shares of stock of MezAg will be applied to satisfy claims against MezAg. About Weston Nurseries Headquartered in Hopkinton, Massachusetts, Weston Nurseries Inc., -- http://www.westonnurseries.com/-- is central New England's premier resource in designing, creating, and enjoying outdoor living areas. Weston Nurseries grows and sells plants, trees, shrubs, and perennials. The company filed for chapter 11 protection on Oct. 14, 2005 (Bankr. D. Mass. Case No. 05-49884). Alan L. Braunstein, Esq., at Riemer & Braunstein, LLP, represents the Debtor in its restructuring efforts. Michael J. Fencer, Esq., and Steven C. Reingold, Esq., at Jager Smith, PC, represents the Official Committee of Unsecured Creditors. When the Debtor filed for protection from its creditors, it estimated assets and debts of $10 million to $50 million. * Dan Scouler Creates Restructuring Firm Scouler & Company ---------------------------------------------------------- Financial restructuring authority Dan Scouler has formed Scouler & Company, a restructuring, crisis management and transaction services firm with offices in New York and Los Angeles. The Scouler & Company services portfolio will encompass: a) financial advisory -- restructuring, business and operating plans; b) business stabilization -- facility consolidation and closure, asset conversion, working capital and liquidity improvement; c) technology advisory -- enterprise systems, risk assessments, business analytics and system recovery; d) interim executive management -- at the CEO, COO, CFO, CIO and CTO level; and e) transaction services -- refinancing and divestiture strategies, due diligence, securing equity and debt participants. Most recently, Mr. Scouler led the Chicago-based financial consultancy Scouler Andrews, where he set strategic direction and served as Chief Restructuring Officer for multiple client engagements including high profile companies in the sub-prime lending market such as Mortgage Lenders Network USA. Leveraging his contacts from three decades in the financial services sector with firms such as FTI, Policano & Manzo, Ernst & Young and Deloitte & Touche, Scouler is expanding his top flight group of experienced consultants who share his vision of a straight-talking, results-driven, technically-advanced restructuring firm. "What distinguishes Scouler & Company is our ability to craft creative, one-of-a-kind solutions that optimize the outcomes for clients. We specialize in resourceful and inventive financial triage," Mr. Scouler added. The firm can be contacted at: Scouler & Company - Los Angeles 1800 Century Park East, Suite 600 Los Angeles, California, 90067 Tel: (310) 229-5900 Scouler & Company - New York 445 Park Avenue, 10th Floor New York City 10022 Tel: (212) 362-1140 http://www.scouler.com/ * BOOK REVIEW: Bankruptcy Investing: How to Profit from Distressed Companies (Revised Edition) ------------------------------------------------------------------ Author: Ben Branch and Hugh Ray Publisher: Beard Books Paperback: 344 pages List Price: $39.95 Order your personal copy at http://www.amazon.com/exec/obidos/ASIN/1587981211/internetbankrupt The book Bankruptcy Investing: How to Profit from Distressed Companies, is written by Ben Branch and Hugh Ray. Corporate bankruptcies are at an all-time high, and this trend is likely to continue. Bankruptcy Investing introduces investors to the risky but lucrative opportunities to invest in the securities of troubled companies. Every area of this exciting field is described in complete detail. Real-world examples illustrate the explanations. Companies in distress may go through an informal or formal workout of problems, or they may enter Chapter 11 or Chapter 7 bankruptcy. The investment implications for the securities of firms in each of these stages are considered in full. Everything the investor needs to know is contained in this book. The authors show why it can be smart to invest in troubled companies. Whether you are a savvy investor or experienced fund manager (or aspire to be one), Bankruptcy Investing introduces you to the risky but lucrative opportunities for investing in the securities of troubled companies. This timely new book describes in detail the rules of the game and how to apply them to pick the winners. The authors, both experts in the legal and financial aspects of bankruptcy investing, explain everything you need to know about investing in distressed companies, including estimating bankruptcy values, how to use timing to your advantage, quantitative techniques to minimize risks, evaluating available data, characteristics of various types of short-term and long-term debt instruments, investment strategies, and sources of additional information. You'll fully understand all the implications of investing in the securities of firms in all stages of financial distress--from informal or formal workouts to Chapter 11 or Chapter 7 bankruptcy- -as well as investing in both debt and equity securities. Real-world examples illustrate how you can profit from investing in troubled companies and what risks are incurred. An extensive glossary defines legal, economic and financial terms. Bankruptcy Investing translates the often-confusing lexicon of bankruptcy into a profitable investment program that you can implement immediately. You too will discover an exciting way to find new investment winners. Two financial experts guide you through the risky but lucrative investment opportunities available in troubled companies. Whether your interests are informal or formal workouts, Chapter 11 or Chapter 7 bankruptcies, debt or equity securities, this book will explain everything you need to know about investing in distressed corporations. Topics include estimating bankruptcy values, how to use timing to your advantage, quantitative techniques to minimize risk, evaluating available data, the characteristics of various types of short-term and long-term debt instruments, and investment strategies. ********* Monday's edition of the TCR delivers a list of indicative prices for bond issues that reportedly trade well below par. Prices are obtained by TCR editors from a variety of outside sources during the prior week we think are reliable. Those sources may not, however, be complete or accurate. The Monday Bond Pricing table is compiled on the Friday prior to publication. Prices reported are not intended to reflect actual trades. Prices for actual trades are probably different. Our objective is to share information, not make markets in publicly traded securities. Nothing in the TCR constitutes an offer or solicitation to buy or sell any security of any kind. It is likely that some entity affiliated with a TCR editor holds some position in the issuers' public debt and equity securities about which we report. Each Tuesday edition of the TCR contains a list of companies with insolvent balance sheets whose shares trade higher than $3 per share in public markets. At first glance, this list may look like the definitive compilation of stocks that are ideal to sell short. Don't be fooled. Assets, for example, reported at historical cost net of depreciation may understate the true value of a firm's assets. A company may establish reserves on its balance sheet for liabilities that may never materialize. The prices at which equity securities trade in public market are determined by more than a balance sheet solvency test. A list of Meetings, Conferences and Seminars appears in each Wednesday's edition of the TCR. Submissions about insolvency- related conferences are encouraged. Send announcements to conferences@bankrupt.com/ On Thursdays, the TCR delivers a list of recently filed chapter 11 cases involving less than $1,000,000 in assets and liabilities delivered to nation's bankruptcy courts. The list includes links to freely downloadable images of these small-dollar petitions in Acrobat PDF format. Each Friday's edition of the TCR includes a review about a book of interest to troubled company professionals. All titles are available at your local bookstore or through Amazon.com. Go to http://www.bankrupt.com/books/to order any title today. Monthly Operating Reports are summarized in every Saturday edition of the TCR. For copies of court documents filed in the District of Delaware, please contact Vito at Parcels, Inc., at 302-658-9911. For bankruptcy documents filed in cases pending outside the District of Delaware, contact Ken Troubh at Nationwide Research & Consulting at 207/791-2852. ********* S U B S C R I P T I O N I N F O R M A T I O N Troubled Company Reporter is a daily newsletter co-published by Bankruptcy Creditors' Service, Inc., Fairless Hills, Pennsylvania, USA, and Beard Group, Inc., Frederick, Maryland, USA. Marie Therese V. Profetana, Shimero R. Jainga, Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Jason A. Nieva, Melanie C. Pador, Ludivino Q. Climaco, Jr., Loyda I. Nartatez, Tara Marie A. Martin, John Paul C. Canonigo, Sheena Jusay, and Peter A. Chapman, Editors. Copyright 2007. All rights reserved. ISSN: 1520-9474. This material is copyrighted and any commercial use, resale or publication in any form (including e-mail forwarding, electronic re-mailing and photocopying) is strictly prohibited without prior written permission of the publishers. Information contained herein is obtained from sources believed to be reliable, but is not guaranteed. The TCR subscription rate is $775 for 6 months delivered via e- mail. Additional e-mail subscriptions for members of the same firm for the term of the initial subscription or balance thereof are $25 each. For subscription information, contact Christopher Beard at 240/629-3300. *** End of Transmission ***