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/raid1/www/Hosts/bankrupt/TCR_Public/090325.mbx T R O U B L E D C O M P A N Y R E P O R T E R Wednesday, March 25, 2009, Vol. 13, No. 83 Headlines ABITIBIBOWATER INC: Liquidity Crisis to Cue Going Concern Doubt ABITIBIBOWATER INC: Gets NYSE Notice After Annual Report Delay ADVANCE MICRO: In Breach of 2001 Patent Deal, Intel Says AGRIPROCESSORS INC: Nets 3 Bidders; But Offers Way Below $20-Mil. AL BASKIN: Returns to Ch. 11, To Sell Mark Shale Stores in Chicago ALERIS INTERNATIONAL: S&P Retains 'D' Rating on Senior Loan AMACORE GROUP: Eliminates Certain Series of Preferred Shares AMACORE GROUP: Sells 400 Preferred Shares to Vicis for $4 Million AMERICAN INT'L: Employees Not Returning Bonuses to Be Identified ASPEN DEVELOPMENT: Voluntary Chapter 11 Case Summary ATMOS ENERGY: Moody's Reviews Ba1 Multiple Seniority Shelf AUBURN MULTI-FAMILY: Voluntary Chapter 11 Case Summary BALDOR ELECTRIC: Bank Deal Amendment Won't Move Moody's B1 Rating BANK OF AMERICA: Two "Best-Known" Merrill Lynch Analysts to Leave BI-LO LLC: General Electric Capital to Provide DIP Financing BI-LO LLC: Taps Nelson Mullins as Co-Counsel & Corporate Counsel BI-LO LLC: Seeks to Access Cash Collateral of GE Business and BNY BRIAN DAVID HUGHES: Voluntary Chapter 11 Case Summary BUFFALO RUN: Voluntary Chapter 11 Case Summary CELL THERAPEUTICS: Faces Liquidity Crisis Despite JV Sale CELL THERAPEUTICS: Sells 50% Stake Zevalin Venture for $16.5MM CMP SUSQUEHANNA: Moody's Downgrades Corp. Family Rating to 'Caa3' CONSECO INC: Director Shannon Will Not Seek Re-Election to Board COUNTRY COACH: To Resume Operations, To Rehire 100 Fired Employees DAYTON SUPERIOR: Maturity Date of Loan Pacts Moved to April 9 DEI HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating DOLLAR THRIFTY: Reduces Excess Borrowing Capacity DELPHI CORP: Court Moves Hearing on GM Arrangements to April 2 DELPHI CORP: Court Junks Remaining Claims Vs. State Street DRUG FAIR: Signs $54-Mil. Deal for Sale of 32 Stores to Walgreen DRUG FAIR: DIP Lenders, Walgreen Require Sale By Early April DRUG FAIR GROUP: List of 23 Outlets That Will Be Closed DRUG FAIR: Court OKs Access to $20 Million DIP Facility from BofA DRUG FAIR: Wins Interim Approval for Closing Sales for 23 Stores DRUG FAIR: Can Hire Epiq Bankruptcy as Notice and Claims Agent FAIRPOINT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B' FATIMA ENTERPRISES: Voluntary Chapter 11 Case Summary FIBERVISIONS DELAWARE: S&P Affirms 'B' Corporate Credit Rating FIRST METALS: Wins Extension for Proposal Under BIA in Canada FLEETWOOD ENTERPRISES: Kurtzman Carson Approved as Claims Agent FLEETWOOD ENTERPRISES: Section 341(a) Meeting Set for May 27 FOOTHILLS RESOURCES: Taps Cole Schotz as Delaware Counsel FORD MOTOR: CEO Takes 30% Pay Cut, Directors Waive Cash Pay FORD MOTOR: S&P Says Debt Exchanges Won't Affect its 'CC' Rating FREMONT GENERAL: Plan Filing Period Extended to April 10 FRONTIER COMMUNICATIONS: Moody's Keeps 'Ba2' Corp. Family Rating GENERAL GROWTH: Rouse Unit Extends Exchange Offer to March 27 GENERAL MOTORS: Still Trying to Convince Bondholders on Debt Swap GRAY TELEVISION: S&P Puts 'B-' Corporate Rating on Negative Watch GREENBRIER HOTEL: Court Sets May 13 As General Claims Bar Date GREENBRIER HOTEL: Court Approves KCC as Claims and Noticing Agent GREENBRIER HOTEL: Court OKs Non-Appointment of Creditors Committee HERBST GAMING: Section 341(a) Meeting Scheduled for April 27 HERBST GAMING: Proposes XRoads Case as Claims and Noticing Agent HERBST GAMING: Wants to Access Lenders' Cash Collateral INDALEX HOLDINGS: Blames Demise on Housing Market Collapse INDALEX HOLDINGS: Epiq Bankruptcy Approved as Claims Agent INDALEX HOLDINGS: Gets OK for Cash Collateral, 1st Day Motions INDEPENDENCE COUNTY: S&P Retains Developing Watch on 'B-' Rating INDEVUS PHARMA: FDA to Decide on Nebido Drug on September 2 INTERTAPE POLYMER: S&P Puts 'B' Rating on Negative CreditWatch INVESTMENT REALTY: Files for Chapter 11 Bankruptcy Protection JAMIE VERGARA: Sec. 341(a) Meeting of Creditors Set for April 6 JEFFERSON COUNTY: Commissioners Urge Chapter 9 Filing LAND RESOURCE: Wins Nod to Convert Cases to Chapter 7 Liquidation LAND RESOURCE: Maturity Date of $25.2M DIP Agreement Extended LAS VEGAS SANDS: Bradley Stone Resigns as Executive Vice Pres. LIN TELEVISION: S&P Withdraws 'B-' Issue-Level Ratings LIN TV CORP: S&P Withdraws 'B-' Corporate Credit Rating LPATH INC: Looking for New R&D SVP After Bender Termination MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on 2002 Bonds MGM MIRAGE: Fitch Cuts Rating to 'C' on CityCenter Lawsuit MMC PRECISION: Files for Chapter 11 Bankruptcy Protection MORTON INDUSTRIAL: Has Secured Lenders' Support for Ch. 11 Process MORTON INDUSTRIAL: Case Summary & 17 Largest Unsecured Creditors N. AMERICAN SCIENTIFIC: Reports $2.6 Million Net Loss for Q1 2009 N. AMERICAN WIRE: Voluntary Chapter 11 Case Summary NEW YORK TIMES: To Sell Times Daily to Tennessee Valley Printing NORTHEAST BIOFUELS: To Hold Auction for Ethanol Plant on April 27 ORLEANS HOMEBUILDERS: Pens Employment Agreement with COO Vasey PARENT CO: Unsecured Creditors Settle with Lender D.E. Shaw PEGASUS SOLUTIONS: Moody's Withdraws Ratings on Business Reasons PEREGRINE SYSTEMS: Court Snubs Former Shareholders' Fraud Lawsuit PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding PRODIGY HEALTH: Moody's Affirms 'B2' Corporate Family Rating PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding PURADYN FILTER: Increases Authorized Shares to 50,000,000 REDDY ICE: Says Execs Established Pre-arranged Stock Trading Plans ROBIN ASSOCIATES: Voluntary Chapter 11 Case Summary SEARS HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Ba2' SEMGROUP ENERGY: Lenders Extend Forbearance Until April 8 SEMGROUP ENERGY: General Partner Raises Going Concern Doubt SHAWN CHARLES ROTEN: Voluntary Chapter 11 Case Summary SIMTROL INC: Receives Grant to Use ACIS Technology SOLOMON TECHNOLOGIES: Issues 23MM Shares to 4 Debenture Holders SPANSION INC: Posts $468MM 4th Quarter Net Sales; To Sell Assets SPECTRUM BRANDS: Disclosure Statement Hearing Moved to April 14 SPECTRUM BRANDS: Seeks March 27 Extension of Schedules Filing SPECTRUM BRANDS: Gets Green-Light to Employ Skadden as Counsel SPECTRUM BRANDS: Gets Go-Signal to Employ W. Kingman as Co-counsel SPORTSMAN'S WAREHOUSE: To Close 6 of 29 Remaining Stores STANFORD GROUP: James Davis Cooperating in Fraud Probe STAR TRIBUNE: Files Schedules of Assets and Liabilities STRASBURG-JARVIS: Voluntary Chapter 11 Case Summary SUNRISE SENIOR: Completes Sale of Greystone Subsidiaries SUNRISE SENIOR: Continues Gen. Counsel John Gaul's Engagement SUNRISE SENIOR: Pens 11th Amendment to BofA Credit Facility TALLYGENICOM LP: Printronix Named Winning Bidder for U.S. Assets TALLYGENICOM LP: Unit Liquidator's Ch 15 Filing Fails to Stop Sale TELEPLUS WORLD: Files Schedules of Assets and Liabilities THORNBURG MORTGAGE: Fitch Cuts Issuer Default Rating to 'RD' TRANSMERIDIAN EXPLORATION: Files Schedules of Assets and Debts TRANSMERIDIAN EXPLORATION: Taps Wauson * Probus as Attorneys TRUMP ENT: Can Use Prepetition Lenders' Cash Collateral to June 17 TRUMP ENTERTAINMENT: Section 341(a) Meeting Set for April 8 UNEQ INC.: Voluntary Chapter 11 Case Summary UNIVERSAL ENERGY: Says 4th Quarter 2008 Production Up US ACQUISITIONS: List of 30 Largest Unsecured Creditors UTAH 7000: Unable to Get Exit Financing; To Auction Assets VERSO TECHNOLOGIES: Committee Files $20-Mil. Suit vs. Former Execs WAVE SYSTEMS: Reports $20,549,000 Net Loss in 2008 WAVE SYSTEMS: Sells 785,000 Class A Shares for $431,000 WELLCARE HEALTH: S&P Corrects Rating on $160 Mil. Loan to 'B-' WENDY'S INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating WESTMORELAND COAL: Reports $49.9 Million Net Loss for 2008 WHITEHALL JEWELERS: Wants to Use Cash Collateral Until June 30 WINTERLAND CONCESSIONS: 7th Circuit Junks Suit Over Acquisition WL HOMES: Wachovia Files Suit to Recover $10.5M Loan Payment ZEBULON WAY: Voluntary Chapter 11 Case Summary * Glenn Bernabeo Joins Phoenix Capital Resources as Director * Steven Panagos Joins Moelis & Company as Managing Director * Upcoming Meetings, Conferences and Seminars ********* ABITIBIBOWATER INC: Liquidity Crisis to Cue Going Concern Doubt --------------------------------------------------------------- AbitibiBowater Inc. relates that as a result of the severely constrained liquidity at its Bowater and Abitibi units, the consolidated financial statements to be filed with the Company's Annual Report on Form 10-K for the year ended December 31, 2008, are expected to contain disclosures stating that there is substantial doubt as to the ability of AbitibiBowater, as well as Bowater and Abitibi, to continue as a going concern. To the extent AbitibiBowater's audited consolidated financial statements for the year ended December 31, 2008 contain a "going concern" audit opinion, then the lender under Abitibi's securitization program will have the right, after applicable notice periods, to terminate the securitization program. Any such termination of the Abitibi securitization program would further impact Abitibi's already extremely limited liquidity position and, if not replaced with a securitization facility of similar size with similar terms, Abitibi could be forced to seek bankruptcy protection, or be forced into a bankruptcy proceeding under Canada's Companies' Creditors Arrangement Act, notwithstanding its recapitalization plans. Further, if Bowater is unsuccessful in immediately addressing its liquidity situation or completing its refinancing plans, Bowater also may be compelled to seek bankruptcy protection, or be forced into a bankruptcy proceeding, under the U.S. Bankruptcy Code. Although there are no cross-defaults or cross-acceleration provisions under Bowater's obligations in the event of a default or acceleration under Abitibi's obligations, any of the developments with respect to Abitibi could significantly and adversely impact Bowater through tightening trade credit and negative customer reaction, among other results, all of which would put additional operational and financial pressure on Bowater. Bowater's Refinancing Plan On February 9, 2009, Bowater Finance II LLC, an indirect wholly owned subsidiary of AbitibiBowater Inc., commenced (i) private exchange offers with respect to six series of outstanding debt securities issued by either Bowater Incorporated, a wholly owned subsidiary of the Company, or Bowater Canada Finance Corporation, a wholly owned subsidiary of Bowater, (ii) a consent solicitation to effect certain amendments to the indentures governing the Bowater Notes, and (iii) a concurrent private offering of new 15.5% First Lien Notes due November 15, 2011 to holders of Bowater Notes who tender notes in the Exchange Offers. The Exchange Offers, consent solicitation and Concurrent Notes Offering are all being made pursuant to a confidential offering circular dated February 9, 2009. On March 16, BowFin issued a supplement to the Offering Circular, which was distributed solely to eligible holders of Bowater Notes. ACI's Recapitalization Plan On March 13, 2009, Abitibi-Consolidated Inc., announced a comprehensive recapitalization plan that is intended to reduce Abitibi's debt burden and enhance its liquidity. Among other benefits, management expects the recapitalization plan will reduce Abitibi's net debt by $2.4 billion, lower its annual interest expense by $162 million and raise $350 million through the issuance of new notes of Abitibi and common stock and warrants of AbitibiBowater. The share and warrant issuance by AbitibiBowater is expected, on a fully-diluted basis, to exceed 90% of AbitibiBowater's currently outstanding common stock. As a result, the issuance would normally require approval of AbitibiBowater's stockholders according to listing requirements of the New York Stock Exchange. However, pursuant to an exception provided by the NYSE, the Board of Directors and Audit Committee of AbitibiBowater determined that the delay associated with such a stockholder vote would seriously jeopardize AbitibiBowater's financial viability and thus AbitibiBowater has determined not to seek shareholder approval in this instance. In connection with Abitibi's recapitalization plan, an interim court order has been issued by the Commercial Division of the Superior Court of Quebec in Montreal pursuant to the Canada Business Corporations Act and meetings of noteholders and lenders impacted by the recapitalization plan have been called for April 30, 2009 in Montreal. Among other approval requirements that may be required, the recapitalization plan will be subject to a final order from the Superior Court of Quebec in Montreal. In the event such approval is not received or if it is determined prior to the receipt of such approval that Abitibi does not have sufficient liquidity to continue as a going concern, Abitibi may be compelled to seek protection under or be forced into a proceeding under Canada's Companies' Creditors Arrangement Act. Liquidity Crunch According to the Company, the deterioration in business conditions has caused Bowater's management to conclude that, although it currently anticipates slightly positive cash flow through the end of 2009, even if the Concurrent Notes Offering, the Additional Financing Transaction and the amendments to the bank credit facilities are consummated, there is increased risk that Bowater may not have sufficient liquidity to support its operations over the next 12 months. As of December 31, 2008, AbitibiBowater had cash-on-hand of approximately $192 million (including approximately $42 million at Bowater, approximately $133 million at Abitibi and approximately $17 million at Donohue Corp.). Additionally, at December 31, 2008, Bowater had $59 million of availability under its U.S. and Canadian bank credit facilities. As a result of an approximate $65 million decrease in availability under Bowater's U.S. bank credit facility resulting from a reduction in the borrowing base calculation (due principally to declines in accounts receivable and inventory during December 2008 and significant scheduled commitment reductions), Bowater was in an "overadvanced" position by approximately $51 million in early February 2009. On February 5, 2009, Bowater repaid the overadvance, leaving $10 million unused under its bank credit facilities and minimum levels of cash-on-hand. To augment Bowater's liquidity in light of the reduction in availability under the bank credit facilities, Bowater Canadian Forest Products Inc., a subsidiary of Bowater, received an advance in the amount of $12 million from Fairfax Financial Holdings Limited and its subsidiaries. Bowater expects to repay this advance by March 31, 2009. During January, February and early March of 2009, Abitibi experienced a considerable decrease in liquidity due to a significant interest payment, lower advances from its accounts receivable securitization program due to lower sales activity as a result of current industry and global economic conditions, a significant reduction in the maximum commitment under the securitization program, as discussed below, and a $7 million waiver fee it paid in February 2009 in connection with a waiver and amendment to the securitization program. Consequently, the liquidity of both Abitibi and Bowater is currently severely constrained. As of December 31, 2008, the Company had in excess of $1 billion of maturities and repayment obligations that come due before the end of August 2009 and significant maturities that come due in 2010 and beyond: -- Bowater's Canadian bank credit facility is scheduled to mature in June 2009; -- Bowater has: * approximately $248 million outstanding aggregate principal amount of 9.00% Debentures that mature August 1, 2009; and * approximately $234 million outstanding aggregate principal amount of Floating Rate Senior Notes that mature March 15, 2010. -- Abitibi has: * a $347 million term loan due March 30, 2009 that has not been refinanced; * a $201 million outstanding as of February 27, 2009 under an accounts receivable securitization program that is scheduled to terminate in July 2009, but may be terminated earlier if the Company receives a going concern audit; * approximately $8 million of 7.875% notes due August 1, 2009; * $293 million of 15.50% notes due July 15, 2010; and * $395 million of 8.55% notes due August 1, 2010. Certain parameters that form part of the borrowing base calculation of Bowater's bank credit facilities are scheduled to be reduced by an aggregate of $138 million by March 31, 2009, (subject to a possible partial extension to April 29, 2009 under certain circumstances. Waiver Under Securitization Program On February 26, 2009, Abitibi and Donohue Corp. and the other parties to the accounts receivable securitization program entered into a waiver and amendment to the program, following the prior notification to Abitibi that the average delinquency ratio for the months of November 2008 through January 2009 exceeded the maximum percentage permitted, which constituted an event of termination under the terms of the program. Pursuant to the waiver and amendment, the parties agreed to waive (i) the event of termination under the program and (ii) the participants' potential non-compliance with the average delinquency ratio, until the earliest of these dates (such earliest date being the "Waiver Termination Date"): (a) March 27, 2009, (b) the date on which Abitibi or any of its affiliates enter into any amendment to the Term Loan and (c) the date on which the Term Loan becomes due and payable or is prepaid or repaid in full. The waiver and amendment also reduced the maximum commitment under the program from $350 million to $210 million. As consideration for entering into the waiver and amendment, the participants are required to pay a fee equal to 5% of $210 million, of which $7 million was paid on February 26, 2009 and $3.5 million must be paid on the earliest of (i) March 19, 2009, (ii) the Waiver Termination Date and (iii) the termination of the program. As of February 27, 2009, approximately $201 million was outstanding under the program. Despite this waiver and amendment, in the event the Company receives a going concern opinion from its independent auditors, as expected, the securitization program may be terminated. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. AbitibiBowater's shares trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange. * * * On March 13, 2009, AbitibiBowater Inc. and its Abitibi- Consolidated Inc. subsidiary commenced a recapitalization proposal which is intended to, among other things, reduce the Company's net debt by approximately $2.4 billion, lower its annual interest expense by approximately $162 million and raise approximately $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. The Recapitalization is proposed to be implemented as part of a plan of arrangement, which was filed in connection with an application for an interim order with the Commercial Division of the Superior Court of Quebec in Montreal on March 13 pursuant to section 192 of the Canada Business Corporations Act. The Court granted an interim order on March 13, which included a stay of proceedings in favor of ACI and certain of its affiliates. As reported in the Troubled Company Reporter on Nov. 13, 2008, AbitibiBowater Inc. reported a net loss of US$302 million on sales of US$1.7 billion for the third quarter 2008. These results compare with a net loss of US$142 million on sales of US$815 million for the third quarter of 2007, which consisted only of Bowater Incorporated. The company's 2008 third quarter results reflect the full quarter results for Abitibi-Consolidated Inc. and Bowater Incorporated as a combined company after their combination on Oct. 29, 2007. As reported by the TCR on January 29, 2009, Moody's Investors Service downgraded the corporate family rating of AbitibiBowater Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater Incorporated to Caa3 from Caa1. The rating action, according to Moody's, was prompted by AbitibiBowater's weakened liquidity position and the deteriorating economic and industry conditions. "The Caa3 corporate family ratings of Abitibi and Bowater reflect a heightened probability of default in the near term given the anticipated challenges of refinancing or paying down their significant short term debt obligations through asset sales, either of which may prove to be difficult in the current market environment." The ratings of both Abitibi and Bowater also reflect the accelerating decline in demand for newsprint and other paper grades manufactured by both companies as consumers continue to migrate to online news and other forms of electronic media. The TCR reported on February 12, 2009, that Standard & Poor's Ratings lowered its long-term corporate credit rating on newsprint producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and Bowater Canadian Forest Products Inc. two notches to 'CC' from 'CCC'. S&P also lowered the long-term corporate credit rating on Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'. ABITIBIBOWATER INC: Gets NYSE Notice After Annual Report Delay -------------------------------------------------------------- AbitibiBowater Inc. received on March 18, 2009, a written notice from the NYSE Regulation, Inc. stating that the Company is not in compliance with the NYSE's continuing listing criteria under Section 802.01E of the NYSE Listed Company Manual, because the Company failed to timely file its annual report on Form 10-K for the fiscal year ended December 31, 2008. Under Section 802.01E, the NYSE will monitor the status of the Company's late filing and related public disclosures for up to a six-month period. If the Company does not file its annual report on Form 10-K within six months from the filing due date, the NYSE may, in its sole discretion, either allow the Company's securities to trade for up to an additional six months depending on specific circumstances, as outlined in the rule, or, if the NYSE determines that an additional six-month trading period is not appropriate, commence suspension and delisting procedures of the Company's securities, which includes the Company's common stock (NYSE symbol: ABH). The Company currently expects to file its annual report on Form 10-K prior to the expiration of this monitoring period. About AbitibiBowater Inc. Headquartered in Montreal, Canada, AbitibiBowater Inc. -- http://www.abitibibowater.com/-- produces a wide range of newsprint, commercial printing papers, market pulp and wood products. It is the eighth largest publicly traded pulp and paper manufacturer in the world. AbitibiBowater owns or operates 27 pulp and paper facilities and 34 wood products facilities located in the United States, Canada, the United Kingdom and South Korea. Marketing its products in more than 90 countries, the company is also among the world's largest recyclers of old newspapers and magazines, and has more third-party certified sustainable forest land than any other company in the world. AbitibiBowater's shares trade under the stock symbol ABH on both the New York Stock Exchange and the Toronto Stock Exchange. * * * On March 13, 2009, AbitibiBowater Inc. and its Abitibi- Consolidated Inc. subsidiary commenced a recapitalization proposal which is intended to, among other things, reduce the Company's net debt by approximately $2.4 billion, lower its annual interest expense by approximately $162 million and raise approximately $350 million through the issuance of new notes of ACI and common stock and warrants of the Company. The Recapitalization is proposed to be implemented as part of a plan of arrangement, which was filed in connection with an application for an interim order with the Commercial Division of the Superior Court of Quebec in Montreal on March 13 pursuant to section 192 of the Canada Business Corporations Act. The Court granted an interim order on March 13, which included a stay of proceedings in favor of ACI and certain of its affiliates. As reported in the Troubled Company Reporter on Nov. 13, 2008, AbitibiBowater Inc. reported a net loss of US$302 million on sales of US$1.7 billion for the third quarter 2008. These results compare with a net loss of US$142 million on sales of US$815 million for the third quarter of 2007, which consisted only of Bowater Incorporated. The company's 2008 third quarter results reflect the full quarter results for Abitibi-Consolidated Inc. and Bowater Incorporated as a combined company after their combination on Oct. 29, 2007. As reported by the TCR on January 29, 2009, Moody's Investors Service downgraded the corporate family rating of AbitibiBowater Inc.'s subsidiaries Abitibi-Consolidated Inc. and Bowater Incorporated to Caa3 from Caa1. The rating action, according to Moody's, was prompted by AbitibiBowater's weakened liquidity position and the deteriorating economic and industry conditions. "The Caa3 corporate family ratings of Abitibi and Bowater reflect a heightened probability of default in the near term given the anticipated challenges of refinancing or paying down their significant short term debt obligations through asset sales, either of which may prove to be difficult in the current market environment." The ratings of both Abitibi and Bowater also reflect the accelerating decline in demand for newsprint and other paper grades manufactured by both companies as consumers continue to migrate to online news and other forms of electronic media. The TCR reported on February 12, 2009, that Standard & Poor's Ratings lowered its long-term corporate credit rating on newsprint producers AbitibiBowater Inc. and subsidiaries Bowater Inc. and Bowater Canadian Forest Products Inc. two notches to 'CC' from 'CCC'. S&P also lowered the long-term corporate credit rating on Abitibi-Consolidated Inc. one notch to 'CCC-' from 'CCC'. ADVANCE MICRO: In Breach of 2001 Patent Deal, Intel Says -------------------------------------------------------- Advanced Micro Devices, Inc., has received correspondence from Intel Corporation related to the 2001 Patent Cross License Agreement between the Company and Intel. Intel alleges that the Company has committed a material breach of the Cross License through the creation of the Company's GLOBALFOUNDRIES joint venture and purports to terminate the Company's rights and licenses under the Cross License in 60 days if the alleged breach has not been corrected. Advanced Micro strongly believes that it has not breached the terms of the Cross-License and Intel has no right to terminate the Company's rights and licenses under the Cross License. The Company added that, under the terms of the Cross License, there is an escalating procedure for resolving disputes, and the Company has commenced the application of that procedure with respect to Intel's purported attempt to terminate the Company's rights and licenses under the Cross License. Moreover, the Company has informed Intel that the Company maintains that Intel's purported attempt to terminate the Company's rights and licenses under the Cross License itself constitutes a material breach of the Cross License by Intel which gives the Company the right to terminate Intel's rights and licenses under the Cross License Agreement while retaining the Company's rights and licenses under the Cross License Agreement. About Advanced Micro Headquartered in Sunnyvale, California, Advanced Micro Devices Inc. (NYSE: AMD) -- http://www.amd.com/-- provides innovative processing solutions in the computing, graphics and consumer electronics markets. As of December 27, 2008, the company's balance sheet showed total assets of $7,675,000,000, total current debts of $2,226,000,000, deferred income taxes of $91,000,000, long-term debt and capital lease obligations of $4,702,000,000, other long-term liabilities of $569,000,000, minority interest in consolidated subsidiaries of $169,000,000, and total stockholders' deficit of $82,000,000. * * * As reported in the Troubled Company Reporter on Aug. 12, 2008, Fitch Ratings affirmed these ratings on Advanced Micro Devices Inc.: Issuer Default Rating at 'B-'; Senior unsecured debt at 'CCC/RR6' and Rating Outlook at Negative. The TCR reported on February 23, 2009, that Moody's Investors Service said Advanced Micro Device's shareholder approval for its asset smart strategy does not affect the company's B3 Corporate Family Rating and negative ratings outlook. AGRIPROCESSORS INC: Nets 3 Bidders; But Offers Way Below $20-Mil. ----------------------------------------------------------------- Agriprocessors Inc. has received three bids for various parts of the kosher meat plant, Grant Schulte at DesMoinesRegister.com reports, citing a spokesperson for the trustee. According to DesMoinesRegister.com, the three bidders are: -- T5 Equity Partners, LLC; -- Natural Source Holdings; and -- Kosher Standards, LLC. DesMoinesRegister.com, citing attorney Dan Childers, relates that the bidders are meeting in groups to revise their proposals, the report states. Dave DeWitte at The Gazette reports that the auction of the assets on Monday failed to yield a price guaranteed to satisfy creditors, who are likely to reject the outcome. Observers said that creditors were expecting a $20 million to $40 million bid, The Gazette states. Mr. Childers, according to DesMoinesRegister.com, said that the first bids ranged from $1 million to $9 million. The Gazette relates that the highest bid for the plant was $5.5 million, which came from Natural Sources Holdings. DesMoinesRegister.com states that the final buyer must prove to the U.S. Attorney that they have no financial connection to the Rubashkin family, Agriprocessors' former owners. Headquartered in Postville, Iowa, Agriprocessors Inc. -- http://www.agriprocessor.com/-- operates a kosher meat and poultry packing processors located at 220 North West Street. The company maintains an executive office with 50 employees at 5600 First Avenue in Brooklyn, New York. The company filed for Chapter 11 protection on Nov. 4, 2008 (Bankr. E. D. N.Y. Case No. 08- 47472). The case, according to McClatchy-Tribune, has been transferred to Iowa. Kevin J. Nash, Esq., at Finkel Goldstein Rosenbloom & Nash represents the company in its restructuring effort. The company listed assets of $100 million to $500 million and debts of $50 million to $100 million. AL BASKIN: Returns to Ch. 11, To Sell Mark Shale Stores in Chicago ------------------------------------------------------------------ Sandra M. Jones at Chicago Tribune reports that The Al Baskin Co. has filed for Chapter 11 bankruptcy protection, blaming it on a "dramatic revenue decline." According to Chicago Tribune, Al Baskin is seeking a buyer for its Chicago operations and Internet business. Chicago Tribune relates that Al Baskin closed its outlet store on Elston Avenue in Chicago on Monday. According to the report, Al Baskin said that it will close in April its out-of-state stores in Dallas, Kansas City, St. Louis; and Atlanta. Chicago Tribune quoted Al Baskin Co-President and grandson of the Company's founder, Scott Baskin, as saying, "It used to be if you were down 5 percent in a quarter, this was not good and it was unusual. But starting in October we were consistently down 20 and 25 percent. Those are just unheard of numbers." Al Baskin will lay off workers at headquarters as the Company reorganizes, Chicago Tribune states, citing Mr. Baskin. According to the report, Al Baskin has more than 380 workers, including 250 in the Chicago area. Court documents say that Al Baskin listed $1 million to $10 million in assets and $10 million to $50 million in liabilities. Woodridge-based, The Al Baskin Co. is the family-owned operator of Mark Shale stores. It is an 80-year-old retailer founded in 1929 in Joliet. It expanded to the Chicago market in the 1970s and changed the name of its stores to Mark Shale. The Company went through Chapter 11 in 1995 after taking on debt to expand. It emerged in 1997 a smaller entity. ALERIS INTERNATIONAL: S&P Retains 'D' Rating on Senior Loan ----------------------------------------------------------- Standard & Poor's Ratings Services said that it revised its recovery rating on Aleris International Inc.'s senior secured (prepetition) term loan facilities, following completion of S&P's assessment of the impact of Aleris' $1.03 billion debtor-in- possession (DIP) financing on prepetition lender recoveries. The issue-level rating on Aleris' prepetition senior secured term loan remains at 'D' (the same level as the corporate credit rating on the company). The recovery rating on these loans (approximately $310 million), which represent the portion of the prepetition term loans S&P expects will remain outstanding after the roll-up of approximately $530 million of prepetition term loans, has been revised to '6' from '3', indicating S&P's expectation that holders may expect negligible (0% to 10%) recovery upon resolution of the bankruptcy. The issue-level rating on Aleris' unsecured debt remains at 'D' (the same level as the corporate credit rating). The recovery rating on these notes remains unchanged, at '6', indicating the expectation for negligible (0% to 10%) recovery upon resolution of the bankruptcy. On Feb. 17, 2009, Standard & Poor's lowered the issue-level ratings on Aleris in conjunction with the lowering of the corporate credit rating to 'D' from 'CCC-'. Ratings List Aleris International Inc. Corporate credit rating D/--/-- Revised Rating To From -------------- -- ---- Senior secured (prepetition) term loan facilities D D Recovery rating 6 3 AMACORE GROUP: Eliminates Certain Series of Preferred Shares ------------------------------------------------------------ The Board of Directors of The Amacore Group, Inc., approved by unanimous written consent the filing with the Delaware Secretary of State a Certificate Eliminating Reference to a Series of Shares of Stock for these series of Company preferred stock: * Series B Convertible Preferred Stock, par value $0.001 per share -- Certificate of Designation filed on September 29, 2000; * Series C Mandatory Convertible Preferred Stock, par value $0.001 per share -- Certificate of Designation filed on October 12, 2004; * Series D Convertible Preferred Stock, par value $0.001 per share -- Amended and Restated Certificate of Designation filed on May 9, 2007 (original Certificate of Designation filed on July 11, 2006); * Series E Convertible Preferred Stock, par value $0.001 per share -- Amended and Restated Certificate of Designation filed on July 18, 2006 (original Certificate of Designation filed on July 11, 2006); * Series J Convertible Preferred Stock, par value $0.001 per share -- Certificate of Designation filed on December 31, 2008; and * Series K Convertible Preferred Stock, par value $0.001 per share -- Certificate of Designation filed on December 31, 2008. The Certificate of Elimination became effective as of March 13, 2009, the date on which the Company filed the Certificate of Elimination with the Secretary. At the time the Certificate of Elimination was filed, none of the authorized shares of the foregoing series of preferred stock were outstanding. As a result of the filing of the Certificate of Elimination: * the previously designated 685,715 shares of Series B Preferred Stock, 86 shares of Series C Preferred Stock, 694.6 shares of Series D Preferred Stock, 139 shares of Series E Preferred Stock, 775.34 shares of Series J Preferred Stock, and 155.82 shares of Series K Preferred Stock have been eliminated from the Company's Certificate of Incorporation, as amended and restated; * such Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series J Preferred Stock and Series K Preferred Stock have resumed the status of authorized and unissued shares of preferred stock, par value $0.001 per share, of the Company, without designation as to series; and * the applicable certificates of designation and all references to the Series B Preferred Stock, Series C Preferred Stock, Series D Preferred Stock, Series E Preferred Stock, Series J Preferred Stock and Series K Preferred Stock have been eliminated from the Company's Certificate of Incorporation, as amended and restated. Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore now has the ability to provide administrative and back-office services to other healthcare companies in addition to expanding its own call center capability through its wholly-owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly-owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. As of September 30, the company had $18,523,198 in total assets, and $25,359,274 in total liabilities, resulting in $6,836,076 in stockholders' deficit. At Sept. 30, 2008, the company also had negative working capital of $6,353,348 and an accumulated deficit of $108,102,196. For the three months ended September 30, the company had a net loss of $11,175,656. For the nine months ended September 30, the company had a net loss of $29,849,189. Going Concern Doubt As reported by the Troubled company Reporter on June 17, 2008, the company believes that existing conditions raise substantial doubt about the company's ability to continue as a going concern. The company cited sustained operating losses in recent years. AMACORE GROUP: Sells 400 Preferred Shares to Vicis for $4 Million ----------------------------------------------------------------- The Amacore Group, Inc., on March 16, 2009, entered into an informal agreement with Vicis Capital Master Fund for the purchase by Vicis of (a) 400 shares of the Company's Series I Convertible Preferred Stock, par value $0.001 per share and (b) a warrant to acquire 45,000,000 shares of the Company's Class A Common Stock, par value $0.001 per share for an aggregate cash purchase price of $4,000,000. The Informal Agreement is subject to the execution of definitive written agreements. The Company received the $4,000,000 purchase price payment on March 16, 2009. However, the Company has not issued the Shares or the Warrant. The Shares and Warrant will be issued upon execution of definitive written agreements. As a result of the transaction (assuming the issuance of the Shares), Vicis owns 1,650 shares of Series I Preferred Stock. In addition, Vicis owns 1,200 shares of the Company's Series G Convertible Preferred Stock and 400 Shares of the Company's Series H Convertible Preferred Stock. Vicis also holds approximately 88% of the Company's issued and outstanding Class A Common Stock. In addition, Vicis owns warrants to acquire 400,000 shares of the Company's Class A Common Stock at an exercise price of $1.25 per share and, as a result of this transaction (assuming the issuance of the Warrant), warrants to acquire 298,525,000 shares of the Company's Class A Common Stock exercisable at a current exercise price of $0.375 per share. The Company anticipates that it will enter into definitive written agreements, including a stock purchase agreement, a warrant agreement and a registration rights agreement, with Vicis in the next few weeks. However, the Company cannot guarantee that the terms and conditions of the definitive written agreements will be exactly as described. The definitive written agreements may also contain additional terms or terms different than those described. The Shares and Warrant were offered and sold to Vicis in a private placement transaction in reliance upon exemptions from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company based such reliance on certain representations made by Vicis to the Company including that Vicis is an accredited investor as defined in Rule 501 of Regulation D. Shares of Series I Preferred Stock have rights and preferences senior to certain other classes and series of the Company's capital stock. Each share of Series I Preferred Stock has a stated value of $10,000 and is convertible at any time, at the option of the holder, into that number of shares of Class A Common Stock equal to the Stated Value divided by $5.00. The Conversion Price is subject to adjustment for certain events (e.g., stock splits, combinations, dividends, distributions, reclassifications, merger or other corporate change and dilutive issuances). In addition, if on November 7, 2009 the then-in-effect Conversion Price is less than the then-current market price of the Company's Class A Common Stock, then the Conversion Price will be reduced to such Current Market Price -- provided that the Current Market Price will never be less than $0.01). The Warrant is exercisable for five years at an exercise price of $0.375 per share, subject to adjustment for certain events (e.g., stock splits, combinations, dividends, distributions, reclassifications, merger or other corporate change and dilutive issuances), and has a cashless exercise feature. Based in Tampa, Florida, The Amacore Group Inc. (OTC BB: ACGI) -- http://www.amacoregroup.com/-- provides health-related membership benefit programs, insurance programs, and other innovative and high-quality solutions to individuals, families and employer groups nationwide. Through its wholly owned subsidiary, LifeGuard Benefit Solutions Inc., Amacore now has the ability to provide administrative and back-office services to other healthcare companies in addition to expanding its own call center capability through its wholly-owned subsidiary, JRM Benefits Consultants LLC and US Heath Benefits Group Inc., a call center-based marketing company. Zurvita Inc., Amacore's newly formed, wholly-owned subsidiary specializing in direct to consumer multi-level marketing, provides yet another channel for Amacore's ever-increasing range of healthcare and healthcare-related products. As of September 30, the Company had $18,523,198 in total assets, and $25,359,274 in total liabilities, resulting in $6,836,076 in stockholders' deficit. At Sept. 30, 2008, the Company also had negative working capital of $6,353,348 and an accumulated deficit of $108,102,196. For the three months ended September 30, the Company had a net loss of $11,175,656. For the nine months ended September 30, the company had a net loss of $29,849,189. Going Concern Doubt As reported by the Troubled company Reporter on June 17, 2008, the Company believes that existing conditions raise substantial doubt about the Company's ability to continue as a going concern. The Company cited sustained operating losses in recent years. AMERICAN INT'L: Employees Not Returning Bonuses to Be Identified ---------------------------------------------------------------- Liz Rappaport and Liam Pleven at The Wall Street Journal report that American International Group Inc. sent a memo to employees implying that those who return bonuses received wouldn't be publicly identified by authorities. "To the extent that we meet certain participation targets, it is not expected that the names would be released, at all," WSJ quoted AIG as saying. Citing a person familiar with the matter, WSJ relates that the statement was based on the belief that if enough bonus recipients responded to the request to return the bonuses, public uproar would die down. As reported by the Troubled Company Reporter on March 24, 2009, AIG CEO Edward Liddy called on AIG Financial Products employees who received retention payments of $100,000 or more to return at least half of those payments. New York Attorney General Andrew Cuomo said that 15 of the top 20 American International Group Inc. employees who received $165 million in retention bonuses from the Financial Products unit have agreed to return $50 million of the money. WSJ quoted AIG as saying, "Please be aware that we have received assurances from Attorney General Cuomo that no names will be released by his office before he completes a security review which is expected to take at least a week." According to WSJ, a source said that the attorney general's office didn't say that the return of the bonuses is a condition for keeping the names secret. Based in New York, American International Group, Inc. (AIG), is the leading international insurance organization with operation in more than 130 countries and jurisdictions. AIG companies serve commercial, institutional and individual customers through the most extensive worldwide property-casualty and life insurance networks of any insurer. In addition, AIG companies are leading providers of retirement services, financial services and asset management around the world. AIG's common stock is listed on the New York Stock Exchange, as well as the stock exchanges in Ireland and Tokyo. During the third quarter of 2008, requirements to post collateral in connection with AIG Financial Products Corp.'s credit default swap portfolio and other AIGFP transactions and to fund returns of securities lending collateral placed stress on AIG's liquidity. AIG's stock price declined from $22.76 on September 8, 2008, to $4.76 on September 15, 2008. On that date, AIG's long-term debt ratings were downgraded by Standard & Poor's, a division of The McGraw-Hill Companies, Inc., Moody's Investors Service and Fitch Ratings, which triggered additional requirements for liquidity. These and other events severely limited AIG's access to debt and equity markets. On September 22, 2008, AIG entered into an $85 billion revolving credit agreement with the Federal Reserve Bank of New York and, pursuant to the Fed Credit Agreement, AIG agreed to issue 100,000 shares of Series C Perpetual, Convertible, Participating Preferred Stock to a trust for the benefit of the United States Treasury. At September 30, 2008, amounts owed under the facility created pursuant to the Fed Credit Agreement totaled $63 billion, including accrued fees and interest. Since September 30, AIG has borrowed additional amounts under the Fed Facility and has announced plans to sell assets and businesses to repay amounts owed in connection with the Fed Credit Agreement. In addition, subsequent to September 30, 2008, certain of AIG's domestic life insurance subsidiaries entered into an agreement with the NY Fed pursuant to which the NY Fed has borrowed, in return for cash collateral, investment grade fixed maturity securities from the insurance subsidiaries. On Nov. 10, 2008, the U.S. Treasury agreed to purchase, through its Troubled Asset Relief Program, $40 billion of newly issued AIG perpetual preferred shares and warrants to purchase a number of shares of common stock of AIG equal to 2% of the issued and outstanding shares as of the purchase date. All of the proceeds will be used to pay down a portion of the Federal Reserve Bank of New York credit facility. The perpetual preferred shares will carry a 10% coupon with cumulative dividends. AIG and the Fed also agreed to revise the existing FRBNY credit facility. The loan terms were extended from two to five years to give AIG time to complete its planned asset sales in an orderly manner. The equity interest that taxpayers will hold in AIG, coupled with the warrants, will total 79.9%. At September 30, 2008, AIG had $1.022 trillion in total consolidated assets and $950.9 billion in total debts. Shareholders' equity was $71.18 billion, including the addition of $23 billion of consideration received for preferred stock not yet issued. The Troubled Company Reporter reported on March 4, 2009, that Moody's Investors Service confirmed the A3 senior unsecured debt and Prime-1 short-term debt ratings of American International Group, Inc. AIG's subordinated debt rating has been downgraded to Ba2 from Baa1. The rating outlook for AIG is negative. This rating action follows AIG's announcement of net losses of $62 billion for the fourth quarter and $99 billion for the full year of 2008, along with a revised restructuring plan supported by the US Treasury and the Federal Reserve. This concludes a review for possible downgrade that was initiated on September 15, 2008. ASPEN DEVELOPMENT: Voluntary Chapter 11 Case Summary ---------------------------------------------------- Debtor: Aspen Development, LLC 516 Wyoming Blvd. P.O. Box 1737 Mills, WY 82644 Bankruptcy Case No.: 09-20184 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court District of Wyoming (Cheyenne) Judge: Peter J. McNiff Debtor's Counsel: Hampton M. Young, Jr., Esq. Law Office of Hampton Young 254 North Center St., Suite 100 Casper, WY 82601 Tel: (307) 232-0900 Fax: (307) 232-8610 Email: hamp@vcn.com Total Assets: $3,127,000.00 Total Debts: $2,708,024.86 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/wyb09-20184.pdf The petition was signed by Richard Todd Bertagnole, Managing Member of the company. ATMOS ENERGY: Moody's Reviews Ba1 Multiple Seniority Shelf ---------------------------------------------------------- Moody's Investors Service placed Atmos Energy Corporation's ratings (Baa3 senior unsecured, Prime-3 commercial paper) under review for possible upgrade. The action follows the company announcing an offering of $400 million of debt, which will pre- fund the $400 million of existing notes due in October. The successful placement of this issue would address a major refinancing risk and a key hurdle to a rating upgrade, as cited in Moody's January 8, 2009 press release when Atmos's rating outlook was changed to positive. In its review, Moody's will assess Atmos's refinancing plan and its current financial performance, including results from the most recent heating season during a weakening economy. "Atmos's ratings could be upgraded in the next few months if the company successfully refinances this large debt maturity while sustaining its solid financial performance and liquidity," says Moody's Vice President Mihoko Manabe. The refinancing of Atmos's $400 million of 4% notes due in October is a significant event, as the notes represent about a fifth of Atmos's long-term debt and the financial markets remain highly unsettled. Atmos sustained its positive financial performance trend in its fiscal year ended September 2008. A continuing round of rate increases -- notably in its largest Mid-Tex division -- and equity issuances have contributed to a steady improvement in Atmos's credit metrics over the past few years. After Moody's standard adjustments, retained cash flow-to-debt ratios are up from just under 10% at fiscal year-end 2005 to roughly 15% at fiscal year- end 2008. EBIT-to-interest ratios have risen from 2.5 times in fiscal 2005 to 3.0 times in 2008. The company has also made progress in obtaining rate design changes that mitigate earnings volatility from weather, lower consumption, and bad debt all of which help to reduce the lag in recovering its capital investments. Concurrent with the above rating actions, Moody's rated Atmos's new shelf registration ((P)Baa3 for senior unsecured debt securities) and withdrew the ratings on its prior shelf. The last rating action with respect to Atmos was on January 8, 2009 when its outlook was changed to positive from stable. On Review for Possible Upgrade: Issuer: Atmos Energy Corporation -- Multiple Seniority Shelf, Placed on Review for Possible Upgrade, currently (P)Ba1 -- Senior Unsecured Commercial Paper, Placed on Review for Possible Upgrade, currently P-3 -- Senior Unsecured Regular Bond/Debenture, Placed on Review for Possible Upgrade, currently Baa3 -- Senior Unsecured Shelf, Placed on Review for Possible Upgrade, currently (P)Baa3 Assignments: Issuer: Atmos Energy Corporation -- Multiple Seniority Shelf, Assigned a range of (P)Ba1 to (P)Baa3 -- Senior Unsecured Regular Bond/Debenture, Assigned Baa3 Outlook Actions: Issuer: Atmos Energy Corporation -- Outlook, Changed To Rating Under Review From Positive Withdrawals: Issuer: Atmos Energy Corporation -- Senior Unsecured Shelf, Withdrawn, previously rated (P)Baa3 Headquartered in Dallas, Texas, Atmos Energy Corporation engages in the distribution, transmission, and marketing of natural gas. AUBURN MULTI-FAMILY: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Auburn Multi-Family I, LLC 1083 Mississippi St. San Francisco, CA 94107 Bankruptcy Case No.: 09-24175 Type of Business: The Debtor is a real estate development company. Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Eastern District of California (Sacramento) Judge: Thomas Holman Debtor's Counsel: Noel Knight, Esq. 2616 Harrison St., #1 Oakland, CA 94612 Tel: (510) 435-9210 Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor does not have any creditors who are not insiders. The petition was signed by Noel Knight, corporate counsel of the Company. BALDOR ELECTRIC: Bank Deal Amendment Won't Move Moody's B1 Rating ----------------------------------------------------------------- Moody's Investors Service said Baldor Electric Company's B1 corporate family rating is not currently affected by the company's announcement that it began the process to amend its bank credit agreement for relief under its senior secured and total leverage covenants. The last rating action was on January 20, 2009, at which time Baldor's B1 Corporate Family rating was affirmed, the outlook revised to negative from stable, and the Speculative Grade Liquidity rating was lowered to SGL-3 from SGL-1. Baldor Electric Company is a manufacturer of industrial electric motors, drives, generators and other mechanical power transmission products. Products are sold to a diverse customer base consisting of original equipment manufacturers and distributors. Revenues in 2008 were approximately $2 billion. BANK OF AMERICA: Two "Best-Known" Merrill Lynch Analysts to Leave ----------------------------------------------------------------- Ed Welsch at The Wall Street Journal reports that Merrill Lynch Chief North American economist David Rosenberg and chief stock- market strategist Richard Bernstein, two of the firm's best-known analysts, will leave the Company. Citing BofA-Merrill spokesperson Susan McCabe, WSJ relates that Mr. Rosenberg will resign in May and will relocate to his hometown of Toronto to continue producing research for investors, or "buy side," clients. According to the report, Mr. Rosenberg has been a Merrill Lynch economist for more than eight years. Ms. McCabe, WSJ states, said that Mr. Bernstein will resign in April to devote more time to teaching and to writing books. The report says that Mr. Bernstein is an adjunct finance professor at New York University's Stern School of Business, and the author of the books "Navigate the Noise: Investing in the New Age of Media and Hype," and "Style Investing, Unique Insight into Equity Management." The report states that Mr. Bernstein is an investment strategist with Merrill Lynch for more than 20 years. According to WSJ, Messrs. Rosenberg and Bernstein were some of the most visible analysts at the Banc of America Securities-Merrill Lynch research unit, as their commentary on broad economic and strategy matters is more widely distributed than the research of other BofA-Merrill analysts, which the firm reserves strictly for clients. BofA-Merrill had already started pursuing candidates from both inside its ranks and from outside to replace Messrs. Rosenberg and Bernstein, WSJ reports, citing Ms McCabe. About Bank of America Bank of America is one of the world's largest financial institutions, serving individual consumers, small and middle market businesses and large corporations with a full range of banking, investing, asset management and other financial and risk- management products and services. The company provides unmatched convenience in the United States, serving more than 59 million consumer and small business relationships with more than 6,100 retail banking offices, nearly 18,700 ATMs and award- winning online banking with nearly 29 million active users. Following the acquisition of Merrill Lynch on January 1, 2009, Bank of America is among the world's leading wealth management companies and is a global leader in corporate and investment banking and trading across a broad range of asset classes serving corporations, governments, institutions and individuals around the world. Bank of America offers industry-leading support to more than 4 million small business owners through a suite of innovative, easy-to-use online products and services. The company serves clients in more than 40 countries. Bank of America Corporation stock is a component of the Dow Jones Industrial Average and is listed on the New York Stock Exchange. The bank needed the government's financial help in completing its acquisition of Merrill Lynch. Merrill Lynch & Co. Inc. -- http://www.ml.com/-- is a wealth management, capital markets and advisory companies with offices in 40 countries and territories. As an investment bank, it is a leading global trader and underwriter of securities and derivatives across a broad range of asset classes and serves as a strategic advisor to corporations, governments, institutions and individuals worldwide. Merrill Lynch owns approximately half of BlackRock, one of the world's largest publicly traded investment management companies with more than $1 trillion in assets under management. Merrill Lynch's operations are organized into two business segments: Global Markets and Investment Banking (GMI) and Global Wealth Management (GWM). BI-LO LLC: General Electric Capital to Provide DIP Financing ------------------------------------------------------------ Lauren Coleman-Lochner at Bloomberg News reports that General Electric Capital Corp. will provide debtor-in-possession financing for BI-LO LLC. ourt documents say that BI-LO listed $1 billion in assets and $1 billion in debt. According to court documents, BI-LO has a $260 million term loan maturing on March 26. Court documents state that BI-LO's three biggest creditors are: -- C&S Wholesale Services Inc., owed $16.7 million; -- Pepsi Cola Co., owed $3.07 million; and -- Piedmont Coca-Cola Bottling, owed $2.39 million. BI-LO stores said in a statement that it will remain open and continue to operate without interruption. Greenville, South Carolina-based BI-LO LLC -- http://my.bi-lo.com/ -- is a grocery-store chain owned by private-equity investor Lone Star Funds. Founded in 1964 by Frank Outlaw, the Company and its affiliates operate more than 220 supermarkets around South Carolina, North Carolina, Georgia, and Tennessee and have about 17,000 employees. BI-LO and its affiliates filed for Chapter 11 bankruptcy protection on March 23, 2009 (Bankr. D. S.C. Case No. 09-02140). Betsy Johnson Burn, Esq., Frank B.B. Knowlton, Esq., George Barry Cauthen, Esq., and Jody A. Bedenbaugh, Esq., at Nelson, Mullins, Riley and Scarborough assist the Companies in their restructuring efforts. The Companies listed $100 million to $500 million in assets and $100 million to $500 million in debts. BI-LO LLC: Taps Nelson Mullins as Co-Counsel & Corporate Counsel ---------------------------------------------------------------- BI-LO LLC and its debtor-affiliates ask the United States Bankruptcy Court for the Southern District of South Carolina for permission to employ Nelson Mullins Riley & Scarborough LLP as their general corporate counsel and co-counsel. The firm is expected to: a) advise the Debtors with respect to their powers and duties as debtor-in-possession in the continued management and operation of their business and properties; b) attend meetings and negotiate with representative of creditors and other parties-in-interest; c) take all necessary action to protect and preserve the Debtors' estates, including prosecuting actions on the Debtors' behalf, defending any action commenced against the Debtors and representing its interests in negotiations concerning all litigation in which the Debtors are involved, including, but not limited to, objections to claims filed against the estate; d) prepare on the Debtors' behalf all motions, applications, answers, orders, reports and papers necessary to the administration of the estate; e) negotiate and prepare on the Debtors' behalf of a plan of reorganization, disclosure statement, and all related agreements and documents, and take any necessary action on behalf of the Debtors to obtain confirmation of such plan; f) represent the Debtors in connection with obtaining postpetition financing; g) advise the Debtors in connection with any potential sale of assets; h) appear before the bankruptcy court, any appellate courts and the office of the United States Trustee and protect the interests of the Debtors' estate before those courts and the United States Trustee; i) consult with the Debtors regarding tax matters; j) perform all other necessary legal services and provide all other necessary legal advice to the Debtors in connection with the Chapter 11 case; and k) represent the Debtors in existing litigation and employment matters as generally handled by the firm in its prepetition representation of the Debtors. The firm has received $100,000 as advance payment from the Debtors for its initial postpetition services and expenses. The firm's rates vary from $235 to $525 per hour for bankruptcy attorneys and from $110 to $140 per hour for bankruptcy paralegals and project assistants. For general non-bankruptcy litigation and employment matters, its rates vary from $160 to $1,000 per hour for attorneys and from $110 to $335 per hour for paralegals and project assistants. George B. Cauthen, Esq., a partner of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the United States Bankruptcy Code. In addition, the Debtors also ask the Court for permission to employ William Blair & Company LLC as their investment banker. About Bi-Lo LLC Headquartered in Greenville, South Carolina, Bi-Lo LLC -- http://my.bi-lo.com/-- founded in 1964 by Frank Outlaw operate more than 220 supermarkets in South Carolina, North Carolina, Georgia and Tennessee. The Debtors have about 17,000 employees. The Company and nine of its affiliates filed for Chapter 11 protection on March 23, 2009 (Bankr. D. S.C. Lead Case No. 09-02140). When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. BI-LO LLC: Seeks to Access Cash Collateral of GE Business and BNY ----------------------------------------------------------------- BI-LO LLC and its debtor-affiliates ask the U.S. Bankruptcy Court for the Southern District of Carolina for permission to use cash collateral securing repayment of loans to GE Business Financial Services Inc. f/k/a Merrill Lynch Capital; and The Bank of New York Mellon. GE Business provided as much as $100 million to the Debtors for general corporate purposes under a credit agreement dated March 26, 2007, while BoNY provided about $260 million in term loan under a credit agreement dated March 26, 2007. The facilities will mature on March 26, 2009. The credit agreements are secured by substantially all of the Debtors' assets. According to the request, the Debtors have an immediate and critical need to obtain funds in order to continue operation of their business and maintain the value of their assets. The lenders will receive replacement liens on all assets of the Debtor pursuant to Section 361 of the Bankruptcy Code. A full-text copy of the Debtors' cash collateral budget is available for free at: http://ResearchArchives.com/t/s?3a94 About Bi-Lo LLC Headquartered in Greenville, South Carolina, Bi-Lo LLC -- http://my.bi-lo.com/-- founded in 1964 by Frank Outlaw operate more than 220 supermarkets in South Carolina, North Carolina, Georgia and Tennessee. The Debtors have about 17,000 employees. The Company and nine of its affiliates filed for Chapter 11 protection on March 23, 2009 (Bankr. D. S.C. Lead Case No. 09-02140). When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. BRIAN DAVID HUGHES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Brian David Hughes Kristine Hughes 40 Spindrift Trail Kitty Hawk, NC 27949 Bankruptcy Case No.: 09-01982 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Eastern District of North Carolina (Wilson) Debtor's Counsel: John C. Bircher, III, Esq. White & Allen, PA 1319 Commerce Drive P.O. Drawer U New Bern, NC 28562 Tel: (252) 638-3882 Email: jbircher@whiteandallen.com Total Assets: $3,449,566.00 Total Debts: $2,506,894.00 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/nceb09-01982.pdf The petition was signed by Brian David Hughes and Kristine Hughes. BUFFALO RUN: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Buffalo Run, LLC 6555 Powerline Rd., Ste. 408 Fort Lauderdale, FL 33309-2051 Bankruptcy Case No.: 09-22233 Type of Business: The Company is single asset real estate debtor. Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court District of Utah (Salt Lake City) Debtor's Counsel: Anna W. Drake, Esq. 175 South Main Street, Suite 1250 Salt Lake City, UT 84111 Tel: (801) 328-9792 Email: annadrake@att.net Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/utb09-22233.pdf The petition was signed by Corbett R. Lenz, managing member of the Company. CELL THERAPEUTICS: Faces Liquidity Crisis Despite JV Sale --------------------------------------------------------- Cell Therapeutics, Inc., on March 16 reported accomplishments and financial results for the fourth quarter and year ended December 31, 2008. The total operating expenses decreased approximately 69% to $11.2 million compared to $36.2 million for the same period in 2007 mainly as a result of the reduction in research and development expenses as well as a gain of $9.4 million on the sale of Zevalin to a 50/50 owned joint venture with Spectrum in 2008. CTI reported a net loss attributable to common shareholders of $41.3 million compared to a net loss attributable to common shareholders of $39.1 million for the same period in 2007. The reduction in net loss per share is due to an increase in the number of shares outstanding. The Company ended the year with cash and cash equivalents, securities available-for-sale and interest receivable of approximately $10.7 million. In March 2009, CTI closed its transaction to sell its remaining interest in the Zevalin joint venture to Spectrum for approximately $16.5 million. According to the Company, even with this additional financing, in order to meet liquidity needs, the Company will need to raise additional capital this year in order to fund its continued operations and is exploring alternatives to do so, which may include potential partnerships or joint ventures, public or private equity financings, debt financings or restructurings, dispositions of assets or other means. Moreover, given the current credit crunch most biotech companies must operate in today, its Board of Directors is engaged in an evaluation of short- and long-term strategic business development opportunities and operational efficiencies for the company and has authorized management to retain a financial advisor for this process. The review process may include seeking additional partners or collaborators for the Company's product development candidates, additional equity or debt financings or seeking further efficiencies in its operations. No specific timetable has been set for completion of the review. CTI presently has no commitment or agreement with respect to any possible future transaction, and there can be no assurance that any transaction will result. A full-text copy of the Company's 2008 Annual Report is available at no charge at: http://ResearchArchives.com/t/s?3a97 About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics Inc. -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Going Concern Doubt Stonefield Josephson Inc. in Los Angeles, California, expressed substantial doubt about Cell Therapeutics' ability to continue as a going concern after auditing company's financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the Company has substantial monetary liabilities in excess of monetary assets as of Dec. 31, 2007, including approximately $19.8 million of convertible subordinated notes and senior subordinated notes which mature in June 2008. As of December 31, 2008, the Company had $64.2 million in total assets and $187.9 million in total liabilities, resulting in $132.0 million in shareholders' deficit. CELL THERAPEUTICS: Sells 50% Stake Zevalin Venture for $16.5MM -------------------------------------------------------------- Cell Therapeutics, Inc., completed the sale of its 50% membership interest in RIT Oncology LLC to Spectrum Pharmaceuticals, Inc., on March 15. The Company fully divested of its ownership in the 50/50 owned Zevalin(r) joint venture established in December 2008 with Spectrum, for approximately $16.5 million. On March 2, 2009, CTI received a cash payment of $6.5 million and following the closing, on March 16, Spectrum funded into escrow $10 million, of which $6.5 million will automatically be released to CTI on April 3 and $3.5 million, subject to certain adjustments for among other things payables determined to be owed between CTI and the Joint Venture, will be released to CTI on April 15. Under the terms and conditions of the Limited Liability Company Interest Assignment Agreement dated March 15 between CTI and Spectrum and as part of the transaction, CTI agreed to forego the right to receive up to $15 million in product sales milestone payments provided to CTI in connection with the original transaction establishing the Joint Venture. For the closing of the agreement, CTI assigned to Spectrum that certain amended and restated security agreement and guarantee granted in favor of Biogen Idec Inc. to secure the performance of the Joint Venture obligations with respect to Zevalin, and Spectrum has agreed to reimburse CTI for any liability incurred based upon claims made by Biogen under such contracts or any other contracts associated with the Zevalin business to which CTI was previously a party. Moreover, CTI extended the terms of the existing master services agreement with the Joint Venture and has agreed to perform transition services for the benefit of the Zevalin business until May 31, 2009. About Cell Therapeutics Headquartered in Seattle, Cell Therapeutics Inc. -- http://www.CellTherapeutics.com/-- is a biopharmaceutical company committed to developing an integrated portfolio of oncology products aimed at making cancer more treatable. Going Concern Doubt Stonefield Josephson Inc. in Los Angeles, California, expressed substantial doubt about Cell Therapeutics' ability to continue as a going concern after auditing company's financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the Company has substantial monetary liabilities in excess of monetary assets as of Dec. 31, 2007, including approximately $19.8 million of convertible subordinated notes and senior subordinated notes which mature in June 2008. As of December 31, 2008, the Company had $64.2 million in total assets and $187.9 million in total liabilities, resulting in $132.0 million in shareholders' deficit. CMP SUSQUEHANNA: Moody's Downgrades Corp. Family Rating to 'Caa3' ----------------------------------------------------------------- Moody's Investors Service has downgraded CMP Susquehanna Corp.'s Corporate Family and Probability of Default ratings each to Caa3 from Caa2, reflecting a heightened probability of default and correspondingly increased expected loss for the company's creditors over the forward rating horizon. The former Caa1 rating for the company's senior secured bank debt was also lowered, to Caa2, and was placed on review for possible further downgrade pending completion of the recently announced offer to exchange approximately $189 million of existing and junior-ranking 9-7/8% senior subordinated notes for up to $15 million of new variable rate secured second lien notes plus preferred stock and common stock warrants. Moody's views this transaction, upon its assumed successful completion, as tantamount to a default. Details of the rating actions are: Ratings downgraded: * Corporate Family Rating -- to Caa3 from Caa2 * Probability of Default Rating -- to Caa3 from Caa2 Ratings downgraded and remaining under review for possible further downgrade: * $100 million revolving credit facility due 2012 -- to Caa2 (LGD 3, 39%) from Caa1 (LGD 3, 39%) * $700 million term loan facility due 2013 -- to Caa2 (LGD 3, 39%) from Caa1 (LGD 3, 39%) Rating subject to withdrawal after closing of the pending exchange transaction: * $250 million senior subordinated notes due 2014 -- currently Ca (LGD 6, 91%) CMP's SGL-4 liquidity rating is unaffected by this rating action. The rating outlook for everything other than the bank debt (which remains on review for possible further downgrade) remains negative. CMP's proposed exchange offer, if successfully concluded, would constitute an effective distressed exchange event of default per Moody's definition of the same. Moody's expects to change the PDR to Caa3/LD upon completion of the exchange offer, which is set to expire on or prior to April 3, 2009, incorporating this view of a limited default occurring and ongoing Caa3-type risk of subsequent default. While Moody's recognizes that the proposed exchange will bring an immediate improvement to CMP's covenant compliance cushion, the forward looking Caa3 PDR underscores Moody's view that the company faces a high probability of another subsequent default, exacerbated by progressive step-downs in the total debt leverage covenant (tightening from a 10.5 multiple at the end of 12/3/08 to a 9.5 multiple by the end of 2009). In Moody's view, CMP will be challenged to comply with financial covenants if the current pace of declining market spending on radio advertising continues unabated over the near term. Management has indicated that failure to successfully conclude the proposed debt exchange and obtain covenant relief (if necessary) could force the company to explore other alternatives, including a potential reorganization or restructuring under the bankruptcy laws. The Caa3 Corporate Family Rating incorporates CMP's reliance upon the near-term success of the current exchange offer to avert a potential liquidity squeeze and the prospects that, even assuming the successful completion of this debt exchange, the company will still be unable to comply with the tightening financial tests contained within its credit agreement, absent an amendment. The rating continues to reflect the company's high debt-to-EBITDA leverage, which Moody's calculates at an approximate 10 times multiple for the LTM period ended 9/30/2008 (and around 8 times proforma for successful completion of the proposed exchange offering), the substantial revenue concentration of its largest two markets, its weak liquidity position and the recessionary market conditions faced by the radio broadcast sector. Moreover, the rating incorporates Moody's view that the company's broadcast assets are likely worth substantially less than the current level of its debt (and its post-exchange debt), particularly given the current lack of investor interest in radio broadcast acquisitions. Ratings for CMP's senior secured revolver and term loan have been lowered to Caa2 from Caa1 and placed under review for possible further downgrade. Assuming that the proposed exchange offer is successfully concluded, Moody's expect to conclude this instrument-specific review with a likely downgrade to Caa3, reflecting a substantial post-exchange reduction in the level of loss-absorption currently afforded by the subordinated notes. Maintenance of the Ca senior subordinated notes rating reflects the already high anticipated credit losses previously expected to be borne by this creditor class and as now reinforced by the terms of the proposed exchange. Moody's expects to withdraw the senior subordinated debt ratings following the successful conclusion of the debt exchange. The negative rating outlook incorporates Moody's concern that the immediate benefits provided to CMP by the proposed debt exchange (including lower interest expense and a wider margin of covenant compliance) as well as the results of recent cost-cutting initiatives will be insufficient to fully offset the effects of continuing top line erosion in the face of very soft market conditions. On March 9, 2009, CMP commenced an offer to exchange all $187.6 million of its currently outstanding 9-7/8% senior subordinated existing notes for (1) up to $15 million aggregate principal amount of Variable Rate Senior Subordinated Secured Second Lien Notes due 2014, (2) up to $35 million in shares of new Series A preferred stock , and (3) warrants exercisable for shares of the company's common stock representing, in the aggregate, up to 40% of the outstanding common stock on a fully diluted basis. The last rating action occurred on October 23, 2008, when Moody's downgraded CMP's CFR and PDR, each to Caa2. In addition, Moody's downgraded the speculative grade liquidity rating to SGL-4. CMP Susquehanna Corp., headquartered in Atlanta, Georgia, is a wholly-owned subsidiary of Cumulus Media Partners LLC, partnership formed by Cumulus Media, Inc. and a consortium of private equity sponsors. CMP Susquehanna Corp. owns and operates 32 radio stations in nine markets in the U.S. The company's reported revenues of $212 million for the LTM period ended September 30, 2008. CONSECO INC: Director Shannon Will Not Seek Re-Election to Board ---------------------------------------------------------------- Conseco, Inc., said Director Michael Shannon has informed the company that he will not be a candidate for re-election to the board of directors at the annual meeting of shareholders scheduled for May 12, 2009. Mr. Shannon made the decision so that he could devote additional time to his other business interests. Conseco Board Chairperson Glenn Hilliard said, "We wish Mike well and thank him for his many contributions to Conseco since joining the board in 2003. Mike, who chaired our human resources and compensation committee for many years and has also served on our governance and strategy committee, brought to the board expertise in a variety of important skills at a critical time when the company was emerging from bankruptcy. He has helped guide the company toward long-term growth, and we will miss his knowledge, focus and wisdom." Headquartered in Carmel, Indiana, Conseco Inc. (NYSE: CNO) -- http://www.conseco.com/-- is the holding company for a group of insurance companies operating throughout the United States that develop, market and administer supplemental health insurance, annuity, individual life insurance and other insurance products. The company became the successor to Conseco Inc. (Old Conseco), in connection with its bankruptcy reorganization. CNO focuses on serving the senior and middle-income markets. The company sells its products through three distribution channels: career agents, professional independent producers and direct marketing. CNO operates through its segments, which includes Bankers Life, Conseco Insurance Group, Colonial Penn, other business in run-off and corporate operations. * * * As reported in the Troubled Company Reporter on Jan. 6, 2009, Fitch Ratings has downgraded the ratings assigned to Conseco Inc. The rating outlook on Conseco Inc. and its subsidiaries remains negative. Fitch downgraded these ratings: (i) issuer default rating to 'BB-' from 'BB'; (ii) senior secured bank credit facility to 'BB-' from 'BB+'; and (iii) senior unsecured debt to 'B' from 'BB-'. COUNTRY COACH: To Resume Operations, To Rehire 100 Fired Employees ------------------------------------------------------------------ Laura Rillos at KVAL News reports that Country Coach LLC wants 100 laid-off employees back at its Junction City RV plant. According to KVAL News, Country Coach wants to resume operations through April 2009 on an initial $3 million loan from Wells Fargo. KVAL News relates that Country Coach's creditor, Wells Fargo Bank, has joined the Company in seeking an emergency court hearing to talk about the Debtor's plan to restart production. KVAL News states that Country Coach's attorneys gave themselves until Thursday to work out a new business plan for the Company. The report says that under the plan, Wells Fargo would lend Country Coach up to $11.5 million so that the Company could make up to 43 coaches during the next 10 months. Country Coach vice president Matt Howard, KVAL News relates, said that the Company will make coaches that have been ordered. Country Coach, LLC -- http://www.countrycoach.com/-- is a Highline motorcoach builder. Country Coach was founded in 1973 and has a 508,000 square feet manufacturing facility in Junction City, Oregon. Country Coach was sent to Chapter 11 less than two months after its owner, National R.V. Holdings Inc., reorganized in court, Bloomberg's Bill Rochelle said. National R.V., had its reorganization plan approved by a judge in December. The Perris, California based company sought Chapter 11 protection in November 2007, listing assets of $54.4 million against debt of $30.1 million. In September, Country Coach completed a restructuring plan aimed at stemming a sharp decline in sales volume to due market pressures. In its eight-month restructuring, Country Coach cut its size by 50%, reduce staffing and inventory. Country Coach LLC's key investors, led by Bryant Riley, also reaffirmed their commitment towards the company. "Adding to the millions of dollars this group has invested in Country Coach since February 2007, the investing partners have committed an additional $6 million in new cash to ensure the company can maintain an aggressive position relative to product quality, lean manufacturing initiatives and new R & D projects like the exciting new Veranda line of coaches," a September 2008 release said. DAYTON SUPERIOR: Maturity Date of Loan Pacts Moved to April 9 ------------------------------------------------------------- Dayton Superior Corporation has entered into a second amendment to the revolving credit agreement with the lender under its $150.0 million revolving credit facility. The Company also announced that it has entered into a third amendment to the term loan credit agreement with the lenders under its $100.0 million term loan credit facility. Pursuant to the amendments, the scheduled maturities under the senior credit facilities have been extended until April 9, 2009. During this second extension period, the company expects to continue negotiations with its senior lenders on the terms of a more comprehensive amendment or forbearance arrangement. Pursuant to the current amendments, the company will pay certain fees and expenses to its senior lenders, the minimum "Adjusted Base Rate" under such senior facilities will be increased to 4.25%, and, under the revolving credit facility, the interest rate on "Additional Special Overadvances" will be, at the company's option, "Adjusted Base Rate" plus 11.00% or LIBOR plus 10.00% (with up to 5.00% of the total interest rate payable in-kind at the company's option). The Company has further agreed (i) to make interest rate payments on a monthly basis, rather than quarterly; (ii) to amend the reporting covenants under the senior facilities to provide for more frequent disclosures to the administrative agent and the lenders; (iii) that it will not extend its previously announced private exchange offer and concurrent consent solicitation with respect to its 13% Senior Subordinated Notes due 2009 (the "Notes") or accept for payment any Notes surrendered in connection therewith; and (iv) to provide to the administrative agent, on or prior to April 9, 2009, a letter of intent or definitive term sheet for the acquisition of the company by a person acceptable to the senior lenders on terms and conditions satisfactory to the senior lenders. As reported by the Troubled Company Reporter, Dayton Superior on March 16, 2009, entered into: (i) Amendment No. 1 to its $150.0 million Revolving Credit Agreement with various lenders and General Electric Capital Corporation, as Administrative Agent, in connection with the Revolving Credit Agreement, dated as of March 3, 2008; and (ii) Amendment No. 2 to its $100.0 million Term Loan Credit Agreement with various lenders and GECC, as Administrative Agent, in connection with the Term Loan Credit Agreement, dated as of March 3, 2008. Pursuant to the Amendments, (i) the scheduled maturities under the Credit Agreements have been extended until March 23, 2009, and (ii) the interest rates under the Credit Agreements will be increased: (a) under the Revolving Credit Agreement, the new interest rate will be, at the Company's option, ABR plus 5.50% or LIBOR plus 6.50% (with up to 4.00% of the total interest rate paid-in-kind at the company's option), plus an additional 1.50% on Special Overadvances, and (b) under the Term Loan Credit Agreement, the new interest rate will be, at the Company's option, ABR plus 11.50% or LIBOR plus 12.50% (with up to 8.00% of the total interest rate paid-in-kind at the Company's option). A full-text copy of Amendment No. 1 to the Revolving Credit Agreement, dated as of March 16, 2009, is available at no charge at: http://ResearchArchives.com/t/s?3a65 A full-text copy of Amendment No. 2 to the Term Loan Credit Agreement, dated as of March 16, 2009, is available at no charge at: http://ResearchArchives.com/t/s?3a66 The company continues to evaluate possible strategic alternatives to enhance stockholder value, including the possible sale of the company or a controlling interest in the company, and to consider options to refinance or otherwise restructure the company's outstanding indebtedness. The credit agreement amendments will provide the company with additional time to evaluate its alternatives. Dayton Superior can provide no assurance that the process to explore strategic alternatives will result in a transaction or that the process to restructure the company's indebtedness will be successful. The company does not intend to disclose developments regarding the initiatives unless and until a definitive agreement is entered into or the Board of Directors determines to terminate one or both processes. There can be no assurances that the company will be able to successfully negotiate further amendments to its senior credit facilities, that waivers or additional extensions can be obtained from its senior lenders on acceptable terms in the future or that the company will be able to secure a letter of intent or a definitive term sheet with a person acceptable to the senior lenders or on terms satisfactory to the senior lenders on or prior to April 9, 2009. There can be no assurance that any alternative sources of capital or alternative transactions will be available to the company on acceptable terms or at all in the current challenging economic environment. The company may be required to enter into a transaction that substantially dilutes or eliminates the value of its outstanding common stock. If the company is unable to find suitable strategic alternatives or restructure its outstanding indebtedness on a consensual basis, the company will be required to seek protection under the federal bankruptcy laws. The company has retained Harris Williams & Co. to assist in the evaluation process. Dayton Superior has also agreed with Morgan Stanley & Co. Incorporated to end its relationship with Morgan Stanley and the company has retained Moelis & Company LLC to advise on options to refinance or otherwise restructure the company's outstanding indebtedness. The credit agreement amendments will provide the company with additional time to evaluate its alternatives. About Dayton Superior Headquartered in Dayton, Ohio, Dayton Superior Corporation (NASDAQ:DSUP) -- http://www.daytonsuperior.com/-- is a North American provider of specialized products consumed in non- residential, concrete construction, and a concrete forming and shoring rental company serving the domestic, non-residential construction market. The company's products are used in non- residential construction projects, including infrastructure projects, such as highways, bridges, airports, power plants and water management projects; institutional projects, such as schools, stadiums, hospitals and government buildings, and commercial projects, such as retail stores, offices and recreational, distribution and manufacturing facilities. Dayton Superior offers more than 20,000 catalogued products. * * * As reported by the Troubled Company Reporter on January 28, 2009, Standard & Poor's Rating Services said it lowered its ratings on Dayton Superior Corp. S&P lowered the corporate credit rating to 'CCC' from 'CCC+' and removed all ratings from CreditWatch, where they were placed with negative implications on Aug. 14, 2008. The outlook is negative. DEI HOLDINGS: S&P Withdraws 'B' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services said that it withdrew all of the ratings on Vista, California-based DEI Holdings Inc., including the 'B' corporate credit rating, and subsidiary DEI Sales Inc. at the company's request. DOLLAR THRIFTY: Reduces Excess Borrowing Capacity ------------------------------------------------- Dollar Thrifty Automotive Group, Inc., said that as part of the Company's ongoing efforts to de-leverage its balance sheet and to match its fleet financing capacity with fleet inventory levels appropriate for current and expected market conditions, the Company has reduced excess borrowing capacity and given notice of termination on two fleet financing structures. On March 17, 2009, Rental Car Finance Corp., a special purpose financing subsidiary of the Company, provided notice to the lenders under its asset-backed Variable Funding Note Purchase Facility requesting a reduction in commitments under the Conduit from $215 million to $1 million. The reduction in commitments under this facility became effective on March 17, 2009. In addition, Dollar Thrifty Funding Corp., a special purpose financing subsidiary of the Company, provided notice to the lenders under its commercial paper program and liquidity lending facility requesting a reduction in commitments under the Commercial Paper Program and Liquidity Facility from $277.5 million to $1 million. The reduction in commitments became effective on March 20, 2009. RCFC and DTFC have requested termination of these facilities as soon as administratively feasible, and termination is expected to occur prior to the maturity of these facilities in May 2009. The Company has said $493 million in borrowings under these facilities was repaid in February 2009 and no amounts have since been drawn. "Over the course of the past 9 months, we have worked aggressively to right-size our fleet as it became clear we needed to moderate our leverage and fleet levels to reflect current market conditions. We have reduced total debt on our balance sheet by approximately $720 million, from $2.6 billion at the end of February 2008 to $1.88 billion at the end of February 2009, which is in line with our strategy," said Scott L. Thompson, President and Chief Executive Officer. About Dollar Thrifty Automotive Group Dollar Thrifty Automotive Group, Inc. -- http://www.dtag.com-- is a Fortune 1000 Company headquartered in Tulsa, Oklahoma. Driven by the mission "Value Every Time," the Company's brands, Dollar Rent A Car and Thrifty Car Rental, serve travelers in approximately 70 countries. Dollar and Thrifty have over 800 corporate and franchised locations in the United States and Canada, operating in virtually all of the top U.S. and Canadian airport markets. The Company's approximately 7,000 employees are located mainly in North America, but global service capabilities exist through an expanding international franchise network. * * * As reported by the Troubled Company Reporter on December 29, 2008, Moody's Investors Service lowered Dollar Thrifty Automotive Group, Inc.'s Corporate Family Rating to Caa3 from B3 and Probability of Default Rating to Caa2 from B3. The outlook is negative and the Speculative Grade Liquidity rating remains SGL-4. The downgrade, Moody's said, reflects the severe downturn in the on-airport car rental sector, and the very challenged financial and operating position of Dollar's principal vehicle supplier, Chrysler Automotive LLC. Dollar sources over 80% of its vehicles from Chrysler. The TCR reported on March 2, 2009, Standard & Poor's Ratings Services said its ratings on Dollar Thrifty Automotive Group Inc., including the 'CCC+' long-term corporate credit rating, remain on CreditWatch with negative implications. Ratings were originally placed on CreditWatch on Feb. 12, 2008, and lowered to current levels on Dec. 22, 2008. DELPHI CORP: Court Moves Hearing on GM Arrangements to April 2 -------------------------------------------------------------- The U.S. Bankruptcy Court for the Southern District of New York adjourned until April 2 approval hearings on agreements reached between Delphi Corp. and General Motors Corporation to supplement Delphi's liquidity position and to substantially complete Delphi's portfolio transformation through the sale of Delphi's global Steering business. The approval hearings were rescheduled to provide additional time for the U.S. Treasury to evaluate the agreements, which the U.S. Treasury determined on Monday are "material transactions" under its December 31, 2008 loan agreement with GM, and for Delphi to meet and confer with objectors to the approval of the GM Steering Option Exercise Agreement regarding objections not otherwise settled prior to Tuesday's hearing. The sale of the Steering business is a strategic component of Delphi's transformation strategy, which was announced in March 2006. Pursuant to two amendments to GM's liquidity advance agreement with Delphi, GM has agreed to increase from $300 million to $450 million the amount it is committed to advance to Delphi. The three agreements remain subject to certain conditions including U.S. Treasury concurrence. Delphi also said that it is in discussions with its DIP Lenders' Steering Committee regarding a consensual amendment to the Accommodation Agreement that would, among other matters, reset the timing of certain milestones in the agreement in order to facilitate discussions among representatives of Delphi, the DIP Lenders, Delphi's Creditors' Committee, GM and the U.S. Treasury concerning proposed modifications to Delphi's First Amended Plan of Reorganization confirmed in January 2008. The company said that completion of the amendment process and approval of the motions now scheduled for hearing on April 2 should facilitate the company's access to additional liquidity to manage its U.S. operations while providing the company with the liquidity runway to complete discussions with stakeholders and obtain court approval of reorganization plan modifications. As reported in yesterday's Troubled Company Reporter, various Delphi creditors conveyed objections to the deal to sell the steering business and other plants to GM. Parties who have filed limited objections are the official committee of unsecured creditors; Wilmington Trust Company, as indenture trustee for the senior notes and debentures in the aggregate principal amount of $2 billion issued by Delphi; the Pension Benefit Guaranty Corp.; JPMorgan Chase Bank, N.A., as administrative agent under Delphi's DIP credit facility; and a group of Tranche C lenders under the DIP facility. In connection with a proposed plan of reorganization filed in September 2007, Delphi and GM entered into two comprehensive agreements -- a master restructuring agreement and a global settlement agreement. The MRA governs certain aspects of Delphi and GM's commercial relationship following Delphi's emergence from Chapter 11. The GSA resolves outstanding issues among Delphi and GM that have arisen or may arise before Delphi's emergence from Chapter 11, including, commitments regarding OPEB and pension obligations, other GM contributions with respect to labor matters, releases, and claims treatment. In September 2008, due to delays in implementing its Bankruptcy Court-confirmed plan of reorganization, Delphi sought amendments to the GSA and MRA to authorized those agreements to be effective independent of and in advance of the effective date of the company's POR. Pursuant to the MRA, as amended on Sept. 12, 2008, GM agreed that ownership of the Debtors' global steering and halfshaft businesses would transfer to GM if it is not sold to a third party by December 31, 2010. In addition, the Amended MRA provides that upon the occurrence of particular conditions prior to December 31, 2010, GM would have the option to purchase the Steering Business. On March 4, 2009, Delphi and its affiliates filed with the Court a motion, seeking approval of an agreement dated March 3, pursuant to which GM would accelerate the exercise of its option to purchase the global steering business. In exchange for this acceleration of GM's ability to acquire the business, GM would agree to: (i) provide the Debtors with additional liquidity that is expected to be sufficient to permit the Debtors' continued operations through May 2009 and (ii) make certain favorable modifications to the option terms established by the MRA. Delphi previously entered into a purchase and sale agreement with respect to the Steering Business with an affiliate of Platinum Equity, LLC. That agreement has been terminated. The Creditors committee notes that while the Delphi has presented the Option Exercise Agreement, it has not submitted any definitive purchase agreement involving the sale of the Steering Business, and the term sheet relating to the transfer of certain other Delphi facilities. Delphi has stated in its request for the Option Exercise Agreement that (i) it will file a separate motion seeking approval of the sale of the Steering Business at a hearing on April 23, and (ii) they have committed to reaching the Term Sheet on or before March 9, 2009. The Committee says that if viewed in isolation, the terms of the Option Exercise Agreement are in fact more favorable to the Debtors than the terms of the Amended MRA under which GM has already agreed to take ownership of the Steering Business. The Committee, however, says that approval of the OEA should not impair its ability to object to the Steering Business sale. "The Committee simply is not in a position to agree that the terms of the sale of the Steering Business to GM are reasonable and in the best interests of the Debtors and their unsecured creditors, without having seen a Definitive Purchase Agreement or the Asset Transfer Term Sheet," says Robert J. Rosenberg, Esq., at Latham & Watkins LLP. Wilmington Trust presented more serious concerns about the sale of Steering Business and other plants to GM. Its lawyer, Edward M. Fox, Esq., at K&L GATES LLP, in New York, warned, "Having dug a hole operating their domestic businesses at a loss for the benefit of General Motors so deep that they cannot climb out of it without GM's help, the Debtors now propose to cannibalize their few remaining assets in order to keep the lights on for the benefit of GM while waiting for GM to throw the Debtors a lifeline to pull them out of their hole and enable them to confirm a plan of reorganization. Once the Debtors' assets are eaten up awaiting rescue by GM, however, GM will have no reason to use its own limited assets to assist the Debtors, and liquidation will be the inevitable result." According to WTC, considering Delphi's deteriorating financial and inability to finance a plan without GM's assistance, Delphi's proposal to accelerate its option to purchase the Steering Business might seem like a reasonable business decision. The noteholders' representative notes that because GM is the only viable source of funding for a plan, however, the Debtors' decision to sacrifice critical leverage against GM -- in the form of the Debtors' ability to retain ownership of a steering business that GM is obviously eager to acquire, and to cut off GM's supply of steering parts if GM refuses to commit to funding an acceptable plan of reorganization -- is directly contrary to the best interests of creditors and manifestly not a reasonable exercise of the Debtor's business judgment. WTC argues that if the Debtors have any hope of consummating a plan, they must condition any sale of assets to GM -- or even the continued supply of parts to GM -- on a binding commitment by GM to provide the necessary funding to allow the Debtors to emerge from chapter 11. If Delphi continues to supply parts to GM at a loss and/or allow GM to acquire the plants at which those parts are manufactured, GM will have no financial incentive to provide the Delphi with the funding necessary to finance a bankruptcy exit plan, explains Edward M. Fox, Esq., at K&L GATES LLP, in New York. "Instead, GM will simply continue to fund the Debtors short-term liquidity needs in order to ensure an uninterrupted supply of parts and will either resource those same parts away from the Debtors or will eventually acquire the plants which produce the parts it needs when the Debtors are eventually forced to liquidate. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for Chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on Dec. 20, 2007. The Court confirmed the Debtors' First Amended Plan on Jan. 25, 2008. The Plan has not been consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. Pursuant to the deadline agreed upon with lenders under its $4.35 billion debtor-in-possession financing facility, and General Motors Corp., Delphi is scheduled to seek approval of disclosure materials in connection with a revised Chapter 11 plan April 23. (Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DELPHI CORP: Court Junks Remaining Claims Vs. State Street ---------------------------------------------------------- Bankruptcy Law360 reports that Judge Gerald E. Rosen of the U.S. District Court for the Eastern District of Michigan has dismissed all remaining claims against State Street Bank and Trust Co. accusing the bank of violating its fiduciary duties to participants in Delphi Corp.'s retirement plan. The ruling, according to the report, ends long-running multidistrict litigation related to the 2005 bankruptcy of Delphi. About Delphi Corp. Based in Troy, Michigan, Delphi Corporation (PINKSHEETS: DPHIQ) -- http://www.delphi.com/-- is the single supplier of vehicle electronics, transportation components, integrated systems and modules, and other electronic technology. The company's technology and products are present in more than 75 million vehicles on the road worldwide. Delphi has regional headquarters in Japan, Brazil and France. The company filed for Chapter 11 protection on Oct. 8, 2005 (Bankr. S.D.N.Y. Lead Case No. 05-44481). John Wm. Butler Jr., Esq., John K. Lyons, Esq., and Ron E. Meisler, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, represent the Debtors in their restructuring efforts. Robert J. Rosenberg, Esq., Mitchell A. Seider, Esq., and Mark A. Broude, Esq., at Latham & Watkins LLP, represent the Official Committee of Unsecured Creditors. As of June 30, 2008, the Debtors' balance sheet showed US$9,162,000,000 in total assets and US$23,742,000,000 in total debts. The Court approved Delphi's First Amended Joint Disclosure Statement and related solicitation procedures for the solicitation of votes on the First Amended Plan on Dec. 20, 2007. The Court confirmed the Debtors' First Amended Plan on Jan. 25, 2008. The Plan has not been consummated after a group led by Appaloosa Management, L.P., backed out from their proposal to provide US$2,550,000,000 in equity financing to Delphi. Pursuant to the deadline agreed upon with lenders under its $4.35 billion debtor-in-possession financing facility, and General Motors Corp., Delphi is scheduled to seek approval of disclosure materials in connection with a revised Chapter 11 plan April 23. (Delphi Bankruptcy News; Bankruptcy Creditors' Service Inc., http://bankrupt.com/newsstand/or 215/945-7000) DRUG FAIR: Signs $54-Mil. Deal for Sale of 32 Stores to Walgreen ---------------------------------------------------------------- Drug Fair Group, Inc., and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware to: a) authorize and approve the asset purchase agreement with Walgreen Eastern Co., Inc., dated as of March 17, 2009; b) approve the sale of certain assets, as a whole to one bidder or in parts to more that one bidder; c) approve the assumption and assignment of certain executory contracts and unexpired leases; d) authorize the Debtors to consummate transactions related; and e) grant other relief. The assets to be sold to the Walgreen, free and clear of liens, claims, interests, charges and encumbrances, and subject to bigger and better offers, include: a) any and all owned personal property located at the 32 pharmacy locations, including all furniture, fixtures, equipment, vehicles, leasehold improvements and signage; b) any and all prescription files and records, customer lists and patient profiles, including refill status reports and insurance coverages, any files or records maintained electronically, any files or records added between the date of this agreement and the closing date, in each case related to the Operate Location Pharmacies; c) the inventory located at any Operate Location Pharmacies; d) all improvements, fixtures, and fittings thereon, and other appurtenants located at any Operate Location Pharmacies; e) to the extent transferable, all permits and similar rights obtained from governmental bodies used in or related to the ownership or operation of any Operate Location Pharmacies; f) copies of all other books and records of seller relating to the assets, properties and operations of the Operate Location Pharmacies; g) any guarantees, warranties, indemnities and similar rights relating to the assets; h) all rights in, to and under all real estate leases and equipment agreement leases; and i) any other mutually agreeable assets related to the Operate Location Pharmacies. The Debtors' estates will receive approximately $54 million for the assets. Additionally, the Debtors will assume and assign to Walgreen the assumed contracts. The Debtors' management and RAS Management Advisors, LLC, its financial advisor, have concluded that a sale of all or some of the Debtors' assets may be the best method to maximize recoveries of the estates. The Debtors will further market test its assets through an auction. The Debtors have submitted proposed auction procedures, and a proposal to provide bid protections to Walgreen, as stalking horse bidder. About Walgreen Eastern Co., Inc. Walgreen Eastern Co., Inc. is an affiliate of Walgreen Co., which is a national, public traded drug store chain with over 6,000 drugstores in 49 states, the District of Columbia and Puerto Rico. About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc. operates pharmacies and general merchandise stores in northern and central New Jersey. Founded in 1954, the Company has two divisions: Drug Fair and Cost Cutters. The Drug Fair division includes stores which sell both pharmaceuticals and general merchandise and the Cost Cutters division which are larger format stores that offer value-oriented, general merchandise. The Debtor and CDI Group, Inc., filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq., and Michael W. Yurkewicz, Esq., at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC, as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. DRUG FAIR: DIP Lenders, Walgreen Require Sale By Early April ------------------------------------------------------------ Drug Fair Group Inc. and its affiliates informed the U.S. Bankruptcy Court for the District of Delaware that the best way to maximize value for the benefit of their estates and creditors is to "attempt an expeditious sale of their assets through one or more transactions." To that end, the Debtors executed an asset purchase agreement with Walgreen Eastern Co., Inc., for the sale of 32 of 58 pharmacies to Walgreen, for $54 million. Walgreen, a national, publicly traded drug store chain with over 6,000 drugstores in the U.S., already bought 11 of the Debtors' stores pre-bankruptcy. The Debtors will entertain competing bids for the drug stores. In the event the Debtors seek to close a transaction with another party, Walgreen will be entitled to a $1,620,000 break-up fee, and up to $600,000 expense reimbursement. Pursuant to the APA, the Debtors are required to obtain approval of the auction procedures on or before April 6, 2009, and approval of the sale 35 days later. The Debtors' debtor-in-possession financing has required approval of the auction protocol by 15 days after the bankruptcy filing (about April 2) and the sale 45 days after the petition date (about May 2). The schedule for the auction and the bidding deadline will be known after the Court approves the auction procedures. The Debtors did not state their proposed dates in the auction procedures presented to the Court. The Court will convene a hearing on April 1 to approve the Bid Procedures. The Debtors are seeking approval of the sale to Walgreen or the winning bidder at the auction pursuant to Section 363 of the Bankruptcy Code. A full text copy of the Walgreen APA is available for free at: http://bankrupt.com/misc/DrugFair_WalgreenAPA.pdf Walgreen is represented by: Sidley Austin LLP One South Dearborn Chicago, Illinois 60603 Attention: Chris Abbinante Phone: (312) 853-7000 Fax: (312) 853-7036 About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/-- fka Community Distributors, Inc., sells dietary health supplements. Drug Fair and CDI Group, Inc. filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. DRUG FAIR GROUP: List of 23 Outlets That Will Be Closed ------------------------------------------------------- Drug Fair Group Inc. is planning to close 23 stores that, after extensive prepetition efforts to procure bids for the sales of stores as a going concern, did not generate any offers. The Debtors said 14 Drug Fair stores and 9 Cost Cutters stores will be closed: Store Number Store Name DF/CC ----- ---------- ----- 17 BERKELEY HTS DF 21 RAHWAY DF 23 BRICK CC 24 MIDDLETOWN CC 25 RARITAN DF 27 HAMILTON TWSP CC 28 WEST LONG BEACH CC 29 LACEY TOWNSHIP CC 30 WALL CC 32 CRANFORD DF 33 OAKLAND DF 34 HILLSBOROUGH CC 35 WAYNE CC 38 TOMS RIVER CC 40 CHATHAM TWNSHP DF 43 CLIFTON DF 44 PLAINFIELD DF 47 NORTH ARLINGTON DF 50 CLIFTON DF 53 MORRIS PLAINS DF 55 BRIDGEWATER DF 58 EAST RUTHERFORD DF 59 ROCKAWAY DF About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc. operates pharmacies in 46 locations and general merchandise stores in 12 locations in northern and central New Jersey. Founded in 1954, the Company has two divisions: Drug Fair and Cost Cutters. The Drug Fair division includes stores which sell both pharmaceuticals and general merchandise and the Cost Cutters division which are larger format stores that offer value-oriented, general merchandise. The Debtor and CDI Group, Inc. filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. DRUG FAIR: Court OKs Access to $20 Million DIP Facility from BofA ----------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, Drug Fair Group, Inc., and its debtor-affiliates to (i) obtain $20 million of financing from Bank of America, N.A.; and (ii) use cash collateral. The Court will hold the final hearing on April 15, 2009, at 2:30 p.m., to consider approval of the entire $40 million DIP financing package from BofA. Objections are due April 8, 2009. Salient Term of the DIP Credit Agreement Borrower: Drug Fair Group, Inc. Guarantors: CDI Group, Inc. Administrative Agent: Bank of America, N.A. Lenders: A syndicate of banks, financial institutions and other entities expected to be comprised of the prepetition lenders, including agent. DIP Credit Facility: A total commitment of $40.00 million comprised of a credit facility. Term/Maturity Date: The maturity date is the 30th day after the execution of the DIP credit agreement, unless a final borrowing order has been entered, and if the final borrowing order is entered, the maturity date will be the 120th day after the execution of the DIP credit agreement. The DIP Credit facility will terminate on the earliest of (a) the maturity date; or (b) the agent's notice to the Drug Fair setting the termination date on account of the occurrence of any event of default; or (c) the closing date as defined in the Walgreen APA; or (d) the effective date of a Plan of Reorganization relating to the Drug Fair and its assets. Interest and Certain Fees: The revolver loans will accrue interest at the prime margin rate, which is equal to (i) the highest of (a) the federal funds rate plus 1/2 of 1%, (b) the adjusted LIBOR rate, (c) the prime rate set by BofA plus (ii) the applicable margin rate which is equal to 2.5% for margin loans, 1.125% for documentary L/Cs, and 2.25% for standby L/Cs. Arrangement Fee: $150,000 Commitment Fee: $800,000 Unused Line Fee: 0.50% per annum Letter of Credit Fee: the applicable margin rate for the weighted average of the outstanding L/Cs during the period for which the fee is earned. Default Rates: The rate otherwise in effect plus 2% L/C Fees increased by 2%. Carve Out: DIP liens, DIP superpriority claims, the prepetition replacement liens, the prepetition indemnity accounts, and the prepetition superpriority claims are subordinate only to (i) allowed administrative expenses; (ii) allowed and paid professional fees and disbursements incurred by the Debtors and any creditors' committee for any professional retained by a final order of the Court up to an aggregate amount not to exceed $400,000, and (iii) the reported professional fees. The credit agreement contained certain events of default. To secure the prepetition first lien liabilities, the Debtors granted security liens and encumbrances to the prepetition secured parties upon substantially all of the Debtors' assets and personal property, with priority over all other liens, with the sole exception of any liens otherwise expressly permitted to have priority over the prepetition first liens. A full-text copy of the Budget is available for free at: http://bankrupt.com/misc/drugfairbudget.pdf About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc. operates pharmacies and general merchandise stores in northern and central New Jersey. Founded in 1954, the Company has two divisions: Drug Fair and Cost Cutters. The Drug Fair division includes stores which sell both pharmaceuticals and general merchandise and the Cost Cutters division which are larger format stores that offer value-oriented, general merchandise. The Debtor and CDI Group, Inc. filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. DRUG FAIR: Wins Interim Approval for Closing Sales for 23 Stores ---------------------------------------------------------------- Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, Drug Fair Group, Inc., and its debtor-affiliates: a) to close certain retail stores: b) to conduct store closing sales at 23 store locations free and clear of liens until May 31, 2009; c) to enter into an agency agreement providing for the liquidation of merchandise inventory and other assets with Hudson Capital Partners, LLC, and grant the agent liens; d) abandon certain property at the conclusion of the store closing sales. The assets to be sold at the going out of business sales consist of all "front-end" finished goods inventory owned by the Debtors at stores that, after extensive prepetition efforts to procure bids for the sales of stores as a going concern, did not generate any offers. Hudson has guaranteed that the Debtors will recover 44% of the cost of the merchandise to be included in the sales. The Debtors expect to complete the store closing sales by May 31. A final hearing with respect to the guidelines will be held on April 1, 2009, at 3:00 p.m. All objections to the sale guidelines must be files with the Court prior to March 30, 2009. The store closing sales at the closing stores will provide an efficient means for the Debtors to dispose of the merchandise and other assets. About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc. operates pharmacies in 46 locations and general merchandise stores in 12 locations in northern and central New Jersey. Founded in 1954, the Company has two divisions: Drug Fair and Cost Cutters. The Drug Fair division includes stores which sell both pharmaceuticals and general merchandise and the Cost Cutters division which are larger format stores that offer value-oriented, general merchandise. The Debtor and CDI Group, Inc. filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. DRUG FAIR: Can Hire Epiq Bankruptcy as Notice and Claims Agent -------------------------------------------------------------- The Hon. Mary F. Walrath of the U.S. Bankruptcy Court for the District of Delaware authorized Drug Fair Group, Inc., and its debtor-affiliates to employ Epiq Bankruptcy Solutions, LLC, as notice and claims agent. Epiq is expected to: a) maintain and update the master mailing list of creditors; b) gather data in conjunction with the preparation of the Debtors' schedules of assets and liabilities and statements of financial affairs; c) track and administer claims; d) perform solicitation and balloting services; and e) perform other administrative tasks pertaining to the administration of Chapter 11 cases, as may be requested by the Debtors or the Clerk's Office. Daniel C. McElhinney, executive director of Epiq, told the Court that the firm will be paid for the services in the terms of the service agreement. Mr. McElhinney assured the Court that Epiq is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. A full-text copy of the services agreement is available for free at: http://bankrupt.com/misc/epiqservicesagreement.pdf About Drug Fair Group, Inc. Headquartered in Somerset, New Jersey, Drug Fair Group, Inc. -- http://www.drugfair.com/or http://www.costcuttersonline.com/-- fka Community Distributors, Inc. operates pharmacies and general merchandise stores in northern and central New Jersey. Founded in 1954, the Company has two divisions: Drug Fair and Cost Cutters. The Drug Fair division includes stores which sell both pharmaceuticals and general merchandise and the Cost Cutters division which are larger format stores that offer value-oriented, general merchandise. The Debtor and CDI Group, Inc. filed for Chapter 11 protection on March 18, 2009, (Bankr. D. Del. Case No.: 09-10897 to 09-10898) Domenic E. Pacitti, Esq. and Michael W. Yurkewicz, Esq. at Klehr Harrison Harvey Branzburg & Ellers represent the Debtors in their restructuring efforts. The Debtors propose to employ Epiq Bankruptcy Solutions, LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. FAIRPOINT COMMUNICATIONS: S&P Cuts Corp. Credit Rating to 'B' ------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its ratings on Charlotte, North Carolina-based local telecommunications carrier FairPoint Communications Inc., including the corporate credit rating, which S&P lowered three notches to 'B' from 'BB'. At the same time, S&P removed the ratings from CreditWatch with negative implications, where they had been placed on March 12, 2009, due to heightened concern about elevated line losses and near-term liquidity. The outlook is negative. At Dec. 31, 2008, the company had $2.5 billion of funded debt outstanding. S&P also lowered the senior secured bank loan rating to 'B' from 'BB+'. The '2' recovery rating on the loan indicates expectations for substantial (70%-90%) recovery in the event of payment default. In addition, S&P lowered the rating on the company's unsecured notes to 'CCC+' from 'B+'. The recovery rating on the notes is '6', indicating expectations for negligible (0%-10%) recovery in the event of default. "The downgrade reflects Standard & Poor's expectation for a near- term tightening of FairPoint's liquidity in light of cash requirements during the first half of 2009," said Standard & Poor's credit analyst Catherine Cosentino, "and an anticipated limited cushion under the company's financial maintenance covenants." Although S&P expects both profitability and liquidity to improve somewhat in the second half of the year as one-time expenses roll off, S&P also has longer term concerns about the company's business prospects due to high access-line losses. FATIMA ENTERPRISES: Voluntary Chapter 11 Case Summary ----------------------------------------------------- Debtor: Fatima Enterprises, LLC P.O. Box 175 Mango, FL 33550-0175 Bankruptcy Case No.: 09-04516 Chapter 11 Petition Date: March 11, 2009 Court: United States Bankruptcy Court Middle District of Florida (Tampa) Judge: K. Rodney May Debtor's Counsel: Scott D Stamatakis, Esq. 13902 N. Dale Mabry Highway, Suite 300 Tampa, FL 33618 Tel: (813) 282-9330 Fax: (813) 282-8648 Email: bkemidfl@stlawfirm.net Total Assets: $1,945,502.00 Total Debts: $7,926,222.68 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/flmb09-04516.pdf The petition was signed by Arifur Patwary, Managing Member of the company. FIBERVISIONS DELAWARE: S&P Affirms 'B' Corporate Credit Rating -------------------------------------------------------------- Standard & Poor's Ratings Services said that it affirmed its 'B' corporate credit rating on Duluth, Georgia-based FiberVisions Delaware Corp. The outlook is stable. S&P raised the rating on FiberVisions' $90 million first-lien term loan facilities to 'BB-' (now two notches above the corporate credit rating) from 'B+' and revised the recovery ratings to '1' from '2', indicating S&P's expectation for very high (90%-100%) recovery in the event of a payment default. The ratings on the $20 million second-lien term loan remain unchanged. The $20 million second-lien term loan is rated 'B', the same as the corporate credit rating, with a recovery rating of '4', indicating S&P's expectation for average (30%-50%) recovery in the event of a payment default. "The affirmation of the corporate credit rating reflects the company's stable performance and reduced debt leverage," said Standard & Poor's credit analyst James Siahaan. Despite the weakness in the economy, volume declines in the company's market segments have been relatively modest, and operating performance in 2009 is not expected to deteriorate significantly. The upgrade of the first-lien facilities reflects the substantial reduction of the outstanding balance under the facilities. The company repaid its first-lien term loan by approximately $10 million in 2008 and has since repaid an additional $3.9 million in January of 2009. The company also repaid $1.0 million of its second-lien term loan balance in February of 2009. The lower debt outstanding under the first-lien facilities improves the recovery prospects of first-lien creditors in the event of a default scenario. The rating on FiberVisions reflects a vulnerable business risk profile with limited growth, exposure to technology changes in the nonwoven fibers industry, and meaningful customer concentrations. The rating also reflects a highly leveraged financial position. Additional sources of concern include the company's narrow focus on the niche polyolefin staple fiber market and weak profit margins derived from its participation in this fragmented and competitive industry. FiberVisions' leading market share in staple fibers, good geographical diversification through plant locations on three continents, and moderate end-market diversity mitigate these factors. FiberVisions is a leading producer of polypropylene staple fibers with about $330 million in annual sales. FIRST METALS: Wins Extension for Proposal Under BIA in Canada ------------------------------------------------------------- First Metals Inc. has obtained an extension, until April 17, 2009, to file a proposal under the Bankruptcy and Insolvency Act in Canada with the Official Receiver. The extension was sought by First Metals to permit ample time to complete a viable proposal. First Metals announced on January 7, that it had filed a Notice of Intention to Make a Proposal under the Bankruptcy and Insolvency Act. The filing was made to facilitate First Metal's ability to implement a restructuring plan. On February 6, 2009, First Metals obtained a Court Order for an original extension, until March 23, 2009, to file a proposal with the Official Receiver. As a result of these proceedings, First Metals will not be in a position to file its December 31, 2008 audited financial statements by March 31, 2009 as required. It is anticipated the December 31, 2008 audited financial statements will be filed once the proposal has been formally accepted. After March 31, First Metals will comply with the alternative information guidelines set out in National Policy 12-203, and will issue bi-weekly press releases until the December 31, 2008 audited financial statements have been filed, to keep shareholders and others informed of significant events in relation to the filing of its audited financial statements. First Metals Inc. has approximately 42.8 million shares issued and outstanding. Based in Toronto, Ontario, First Metals Inc. -- http://www.firstmetalsinc.com-- produces Copper from its Fabie Mine, near Rouyn-Noranda and has the advanced Magusi Copper, Zinc, Gold and Silver deposit , located approximately 1.2 km from the Fabie Mine The Company has approximately 42.8 million shares issued and outstanding. FLEETWOOD ENTERPRISES: Kurtzman Carson Approved as Claims Agent --------------------------------------------------------------- The Hon. Meredith A. Jury the United States Bankruptcy Court for the Central District of California authorized Fleetwood Enterprises Inc. and its debtor-affiliates to employ Kurtzman Carson Consultants LLC as their claims and noticing agent. KCC has agreed to: a) prepare and serve required notices in this chapter 11 case, including: -- a notice of the commencement of the case and the initial meeting of creditors under section 341(a) of the Bankruptcy Code; -- a notice of the claims bar date; -- notices of any hearings on a disclosure statement and confirmation of a chapter 11 plan; and -- other miscellaneous notices as the Debtors or the Court may deem necessary or appropriate for an orderly administration of this case. b) within five business days after the service of a particular notice, file with the Clerk's Office a declaration of service that includes (i) an alphabetical list of persons on whom the firm served the notice, along with their addresses, and (ii) the date and manner of service; c) maintain copies of all proofs of claim and proofs of interest filed in this case at a location other than where the originals are maintained; d) maintain an official claims register in this case by docketing all proofs of claim and proofs of interest in a claims database that includes the following information for each such claim or interest asserted: -- name and address of the claimant or interest holder and any agent thereof, if the proof of claim or proof of interest was filed by an agent; -- date that the proof of claim or proof of interest was received by the firm or the Court; -- claim number assigned to the proof of claim or proof of interest; and -- asserted amount and classification of the claim. e) implement necessary security measures to ensure the completeness and integrity of the claims register as approved by the Clerk of the Court; f) periodically audit the claims information to assure the Clerk's Office that the claims information is being appropriately and accurately recorded in the official claims register; g) allow the Clerk's Office to independently audit the claims information during regular business hours; h) mail a notice of the bar date approved by the Court for the filing of a proof of claim and a form for filing of a proof of claim to each creditor notified of the filing; i) transmit to the Clerk's Office a copy of the claims register on a bi-weekly basis or at such other times as the Clerk's Office may direct; j) maintain an up-to-date mailing list for all entities that have filed proofs of claim or proofs of interest and make such list available upon request to the Clerk's Office or any party in interest; k) provide the public and the Clerk's Office access to copies of the proofs of claim or proofs of interest filed in this chapter 11 case without charge during regular business hours in a viewing area at the following address: 2335 Alaska Avenue, El Segundo, California 90245; l) allow the Clerk's Office to inspect the firm's premises at anytime during regular business hours; m) record all transfers of claims pursuant to Federal Bankruptcy Rule 3001(e) and provide notice of such transfers as required by Federal Bankruptcy Rule 3001(e); n) comply with applicable federal, state, municipal and local statutes, ordinances, rules, regulations, orders and other requirements; o) provide temporary employees to process claims as necessary; p) promptly comply with such further conditions and requirements as the Clerk's Office or the Court may at any time prescribe; and q) provide such other claims processing, noticing, and related administrative services as may be requested from time to time by the Debtors. The firm will be paid for services rendered in accordance with a service agreement dated Feb. 20, 2009. A full-text copy of that agreement is available for free at: http://ResearchArchives.com/t/s?3a54 Michael J. Frishberg, vice president of corporate restructuring services of the firm, assured the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered Riverside, California, Fleetwood Enterprises, -- http://www.fleetwood.com-- produces recreational vehicles and manufactured homes. The Debtors have about 9,000 associates working in facilities strategically located throughout the nation. The Company and 19 of its affiliates filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., atGibson, Dunn & Crutcher LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FLEETWOOD ENTERPRISES: Section 341(a) Meeting Set for May 27 ------------------------------------------------------------ The United States Trustee for Region 16 will convene a meeting of creditors of Fleetwood Enterprises Inc. and its debtor-affiliates on May 27, 2009, at 9:30 a.m., at 3420 Twelfth Street in Room 100B, in Riverside, California. 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 officer of the Debtors under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Headquartered Riverside, California, Fleetwood Enterprises, -- http://www.fleetwood.com-- produces recreational vehicles and manufactured homes. The Debtors have about 9,000 associates working in facilities strategically located throughout the nation. The company and 19 of its affiliates filed for Chapter 11 protection on March 10, 2009 (Bankr. C.D. Calif. Lead Case No. 09-14254). Craig Millet, Esq., atGibson, Dunn & Crutcher LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Ernst & Young LLP as auditor, FTI Consulting Inc. as consultant, and Greenhill & Co. LLC as financial advisor. FOOTHILLS RESOURCES: Taps Cole Schotz as Delaware Counsel --------------------------------------------------------- Foothills Resources, Inc., et al., ask the U.S. Bankruptcy Court for the District of Delaware for authority to employ Cole, Schotz, Meisel, Forman & Leonard, P.A., as their Delaware counsel, nunc pro tunc to February 11, 2009. Cole Schotz will represent the Debtors in proceedings and hearings in the Bankruptcy Court, prosecute and defend litigation matters, and perform other legal services as may be requested by the Debtors. Cole Shotz's professionals currently bill: Hourly Rate ----------- Members $380-$675 Associates $240-$385 Paralegals $145-$215 Prepetition, Cole Schotz has received a $75,000 retainer from the Debtors for the planning, preparation of documents and its proposed postpetition representation of the Debtors. Of this amount, $21,694 was applied to pay prepetition fees and expenses incidental to the preparation and filing of the Debtors' cases and $4,156 for filing fees. Norman L. Pernick, a member at Cole Schotz, assures the Court that the firm does not represent any interest adverse to the Debtors or their estates, and that the firm is a "disinterested person" as that term is defined in Sec. 101(14) of the Bankruptcy Code. About Foothills Resources Foothills Resources, Inc., is an oil and gas exploration company engaged in the acquisition, exploration and development of oil and natural gas properties. The company's operations are primarily through its wholly owned subsidiaries, Foothills California, Inc., Foothills Texas, Inc. and Foothills Oklahoma, Inc. On February 11, 2009, Foothills Resources, Inc. and its wholly owned subsidiaries, Foothills California, Inc., Foothills Oklahoma, Inc., and Foothills Texas, Inc., filed voluntary petitions for reorganization relief under Chapter 11 (Bankr. D. Del. Case No. 09-10453). Judge Christopher S. Sontchi handles the Chapter 11 cases. The Debtors tapped Akin Gump Strauss Hauer & Feld LLP as lead bankruptcy counsel. The Garden City Group Inc. is the Company's claims agent. In its bankruptcy petition, Foothills estimated assets and debts of between $50 million and to $100 million each. FORD MOTOR: CEO Takes 30% Pay Cut, Directors Waive Cash Pay ----------------------------------------------------------- Ford Motor Company, seeking shareholder approval to issue common stock related to its recent agreement with the United Auto Workers and the Voluntary Employee Beneficiary Association (VEBA), has filed with the U.S. Securities and Exchange Commission a preliminary notice regarding its 2009 Annual Meeting of Shareholders. Ford is requesting this approval to facilitate the previously announced option permitting the Company to meet up to 50% of its cash obligations to the VEBA by contributing common stock. Included in the proxy are details of compensation changes Ford has made to decrease costs and conserve cash in response to the difficult global economic climate. Among the changes approved by the company and its Board of Directors: -- A 30%reduction in President and CEO Alan Mulally's salary for 2009 and 2010, -- Elimination of 2009 merit increases for salaried employees in the U.S. and most other global markets, -- Elimination of Annual Incentive Compensation Program bonuses for 2008 and 2009 performance periods for global salaried employees, and -- No cash compensation for members of Ford's Board of Directors in 2009. "Ford is acutely aware that current economic conditions have had a significant adverse impact on our shareholders, customers, dealers, employees and other stakeholders," the Company said in the preliminary proxy. "We do not view these actions as merely symbolic, but as a necessary step in the restructuring of our business in which all our stakeholders have been asked to participate." The proxy also provides details of total 2008 compensation for five named executive officers, with the amounts shown in the proxy statement for stock and option awards representing amounts the company is required to expense under applicable accounting rules - - not actual compensation received by the named executive officer. Any such compensation will be determined by future company and stock price performance. Total 2008 compensation for the five current named executive officers is: -- Mr. Mulally earned $2,000,000 in salary and no bonus in 2008. His total cash compensation -- salary and bonus (including non-equity incentive plan compensation) -- declined 78% from the prior year. Mr. Mulally's total listed compensation -- including the amount the Company expensed in 2008 for the value of long-term stock options and another stock-based awards -- declined 37% to $13,565,378; -- Lewis Booth, Ford executive vice president and chief financial officer, earned $1,075,000 in salary and no bonus in 2008. His cash compensation declined 66%. His total listed compensation -- including the amount the Company expensed in 2008 for the value of long-term stock options and other stock-based awards -- declined 54% to $4,740,669. -- Mark Fields, Ford executive vice president and president, The Americas, earned $1,300,000 in salary and no bonus in 2008. His cash compensation declined 68%. His total listed compensation -- including the amount the Company expensed in 2008 for the value of long-term stock options and other stock-based awards -- declined 42% to $4,829,298. -- Jim Farley, Ford group vice president, Marketing and Communications, earned $700,000 in salary. He also received a bonus award of $660,000 related to a 2007 employment agreement to attract him from Toyota and offset the value of certain compensation he was forfeiting there. His total listed compensation -- including the amount the company expensed in 2008 for the value of long-term stock options and other stock-based awards -- was $2,648,398. -- David Leitch, Ford group vice president, General Counsel, earned $850,000 in salary and received a bonus of $150,000 related to a retention award granted him in 2006. His total listed compensation -- including the amount the Company expensed in 2008 for the value of long-term stock options and other stock-based awards -- was $2,620,783. The Company's Annual Meeting is scheduled for 8:30 a.m., Eastern time, on May 14 at the Hotel du Pont, 11th and Market Streets, Wilmington, Delaware. About Ford Motor 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 by the Troubled Company Reporter on March 6, 2009, Standard & Poor's Ratings Services said it lowered its corporate credit rating on Ford Motor Co. to 'CC' from 'CCC+'. S&P also lowered the issue-level ratings on the company's senior secured term loan, senior unsecured debt, and subordinated debt, while leaving the issue-level rating on Ford's senior secured revolving credit facility unchanged. In addition, the counterparty credit ratings and issue-level ratings on Ford Motor Credit Co. (Ford Credit) and FCE Bank PLC remain unchanged. The outlooks on Ford and Ford Credit are negative. Moody's Investors Service in December 2008 lowered the Corporate Family Rating and Probability of Default Rating of Ford Motor Company to Caa3 from Caa1 and lowered the company's Speculative Grade Liquidity rating to SGL-4 from SGL-3. The outlook is negative. The downgrade reflects the increased risk that Ford will have to undertake some form of balance sheet restructuring in order to achieve the same UAW concessions that General Motors and Chrysler are likely to achieve as a result of the recently- approved government bailout loans. Such a balance sheet restructuring would likely entail a loss for bond holders and would be viewed by Moody's as a distressed exchange and consequently treated as a default for analytic purposes. FORD MOTOR: S&P Says Debt Exchanges Won't Affect its 'CC' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its corporate credit rating and other ratings on Ford Motor Co. (CC/Negative/--) are not immediately affected by Ford's status update on recent debt tender offers. The offers for Ford debt are being conducted by Ford Motor Credit Co. (Ford Credit), with the exception of a conversion offer for convertible notes, which is being conducted by Ford. The counterparty credit ratings and issue-level ratings on Ford Credit (CCC+/Negative/--) and FCE Bank PLC (B-/Negative/ --) remain unchanged. S&P considers the pending tender offers as distressed exchanges and, as such, tantamount to a default under its criteria. Upon completion of the first tender offer -- which S&P believes will be the term loan transaction by the end of the first quarter -- S&P will lower Ford's corporate credit rating to 'SD' (selective default) and lower each exchanged issue rating to 'D' as each tender offer is completed. Shortly after all tender offers have been completed, S&P will assign a new corporate credit rating on Ford based on S&P's assessment of the company's new capital structure and liquidity profile, while taking into account its business prospects and other relevant rating considerations, including the effect of any assistance the U.S. government provides. Ford is not seeking government loans but has requested a standby credit line of up to $9 billion to protect its liquidity against further market deterioration. S&P currently expects to assign this new corporate credit rating to Ford in the first half of April. S&P's preliminary expectation is that, even with this debt reduction, the corporate credit rating would likely not rise above the 'CCC' category immediately following the consummation of a debt exchange. S&P recognizes that the post-exchange capital structure will result in lower debt and interest costs. However, S&P believes many fundamental business risks would remain unchanged for at least the rest of 2009 and perhaps longer, most notably the company's exposure to deteriorating vehicle demand globally, but also the substantial execution risk of the company's ongoing restructuring. By S&P's calculation, annual interest savings would be about $560 million based on the amount of debt tendered thus far, and assuming all of the 4.25% senior convertible notes are exchanged. Ford Credit will use $1 billion of cash to purchase and retire the $2.2 billion principal amount of term loan debt. S&P expects this transaction to close by the end of the first quarter. Ford indicated that the $1.3 billion tender offer for its unsecured, non-convertible debt has received $3.4 billion of offers through the early tender period, but this offer will remain open until April 3, 2009. The Ford offer of a combination of equity and cash to holders of the company's 4.25% senior convertible notes due 2036 will also remain open until April 3. Ford indicated that all debt acquired by Ford Credit through the tender offers will be retired. Previously, Ford said it intended to defer future interest payments on the 6.5% convertible trust preferred securities issued by Ford Motor Co. Capital Trust II. FREMONT GENERAL: Plan Filing Period Extended to April 10 -------------------------------------------------------- The U.S. Bankruptcy Court for the Central District of California extended Fremont General Corp.'s exclusive period to file a plan to April 10, 2009, and its exclusive period to solicit acceptances of the said plan to July 9. The Company has been granted prior extensions of its exclusive periods. A hearing is presently scheduled for April 9 to address the company's request for an extension of its exclusive period to file a plan through April 30. About Fremont General Based in Santa Monica, Calif., Fremont General Corp. (OTC: FMNTQ) -- http://www.fremontgeneral.com/-- was a financial services holding company with $8.8 billion in total assets at Sept. 30, 2007. Fremont General ceased being a financial services holding company on July 25, 2008, when its wholly owned bank subsidiary, Fremont Reorganizing Corporation (f/k/a Fremont Investment & Loan) completed the sale of its assets, including all of its 22 branches, and 100% of its $5.2 billion of deposits to CapitalSource Bank. Fremont General filed for Chapter 11 protection on June 18, 2008, (Bankr. C.D. Calif. Case No. 08-13421). Robert W. Jones, Esq., and J. Maxwell Tucker, Esq., at Patton Boggs LLP, Theodore Stolman, Esq., Scott H. Yun, Esq., and Whitman L. Holt, Esq., at Stutman Treister & Glatt, represent the Debtor as counsel. Kurtzman Carson Consultants LLC is the Debtor's Noticing Agent/Claims Processor. Lee R. Bogdanoff, Esq., Jonathan S. Shenson, Esq., and Brian M. Metcalf, at Klee, Tuchin, Bogdanoff & Stern LLP, represent the Official Committee of Unsecured Creditors as counsel. The Debtor filed with the Court an amended schedule of its assets and liabilities on Oct. 30, 2008, disclosing $330,036,435 in total assets and $326,560,878 in total debts. FRONTIER COMMUNICATIONS: Moody's Keeps 'Ba2' Corp. Family Rating ---------------------------------------------------------------- Moody's Investors Service has affirmed Frontier Communications Company's Ba2 corporate family rating with a stable outlook, along with the SGL-1 short term liquidity rating. Frontier's Ba2 corporate family rating reflects the company's relatively high debt levels for a wireline telecommunications company and the continuing downward pressure on its revenue and cash flow. Alternatively, the ratings and the outlook benefit from the stability of the Company's operations, and management's commitment to devote free cash flow to debt repayment and drive towards 3.5x total debt-to-EBITDA leverage. Moody's notes however, that the Company would need to reduce debt by about $500 million to reach its stated leverage target of 3.5x, which may be difficult to attain over the rating horizon, given its current free cash flow generation (after dividends). Moody's views Frontier as being weakly positioned in the Ba2 rating category, especially as its debt increased by roughly $242 million in pension underfunding at year-end 2008. This placed certain of the Company's financial metrics beyond Moody's stated downgrade thresholds. In Moodys' view, the pension liability swing is unlikely to be the sole driver of rating changes, as Moody's considers the Company's full capitalization and liquidity profile in the rating analysis. Nevertheless, if Frontier does not continue to reduce leverage to levels more commensurate with a Ba2 rating, there will be downward pressure on the outlook and rating. Frontier' SGL-1 rating reflects the company's very good liquidity profile, supported by its strong cash flow from operations in relation to its moderating capital investment needs and modest near term debt maturities of under $4 million in 2009 and about $7 million in 2010. Moody's also notes that the company will need to make contributions of about $20 million to its pension plan starting in 2010 to cover the funding deficiency if asset values do not recover in 2009. Moody's most recent rating action for Frontier was on September 7, 2007. At that time Moody's upgraded the Company's liquidity assessment to SGL-1 from SGL-2. Frontier Communications (formerly Citizens Communications) is an RLEC providing wireline telecommunications services to approximately 2.3 million access lines in primarily rural areas and small- and medium-sized cities. The company is headquartered in Stamford, CT. GENERAL GROWTH: Rouse Unit Extends Exchange Offer to March 27 ------------------------------------------------------------- General Growth Properties, Inc., said its subsidiary, The Rouse Company LP, has extended the expiration date for its consent solicitation to 5:00 p.m., New York City time, on March 27, 2009. In the solicitation, TRCLP is seeking consents from the holders of TRCLP's unsecured notes -- five series with an aggregate outstanding principal amount of approximately $2.25 billion at December 31, 2008 -- to forbear from exercising remedies with respect to various payment and other defaults under the TRCLP Notes through December 31, 2009. As of 5:00 p.m. on March 20, 2009, consents had been validly delivered (and not validly revoked) with respect to these amounts of TRCLP Notes: 3.625% Notes due 2009: $165,801,000 42.0% 8% Notes due 2009: $134,784,000 67.4% 7.20% Notes due 2012: $340,058,000 85.0% 5.373% Notes due 2013: $310,930,000 69.1% 6 3/4 Notes due 2013: $625,410,000 79.5% "In light of the fact that during the initial extension of the consent solicitation, we received an increased level of consents from bondholders in all series and due to difficulties that we understand some holders experienced in obtaining the consent solicitation materials, we have decided to extend the solicitation for an additional period," said Adam Metz, CEO. "We continue to believe that giving the Company time to work with its creditors to develop a comprehensive restructuring plan without the threat and distraction of ongoing defaults is in the best interests of the Company and all of its constituencies." The minimum acceptance levels for each series of the TRCLP Notes are: 90% of the 3.625% Notes due 2009 and the 8% Notes due 2009; 75% of the 7.20% Notes due 2012, the 5.375% Notes due 2013 and the 6 3/4% Notes due 2013. Holders of TRCLP Notes who have previously validly delivered consents will continue to have the right to revoke their consents through the extended expiration date. Based in Chicago, Illinois, General Growth Properties, Inc. (NYSE:GGP) -- http://www.ggp.com/-- is the second-largest U.S. mall owner, having ownership interest in, or management responsibility for, more than 200 regional shopping malls in 44 states, as well as ownership in master planned community developments and commercial office buildings. The Company's portfolio totals roughly 200 million square feet of retail space and includes more than 24,000 retail stores nationwide. General Growth is a self-administered and self-managed real estate investment trust. General Growth said in a regulatory filing Sept. 30 that its potential inability to address its 2008 or 2009 debt maturities in a satisfactory fashion raises substantial doubts as to its ability to continue as a going concern. * * * As reported by the Troubled Company Reporter on Dec. 11, 2008, Fitch Ratings, has downgraded the Issuer Default Ratings and outstanding debt ratings of General Growth Properties to 'C' from 'B'. GENERAL MOTORS: Still Trying to Convince Bondholders on Debt Swap ----------------------------------------------------------------- General Motors Corp. is still trying to convince bondholders to swap debt for equity. Bondholders have expressed apprehension about accepting the offer to swap debt valued at $27.5 billion for $9.2 billion and equity in the Company, on concerns that GM's viability plan submitted to the Treasury on February 17 won't keep it out of bankruptcy. As reported by the TCR on March 23, in a letter to Treasury Secretary Timothy Geithner and representatives of the auto task force, the bondholder group's advisors Houlihan Lokey Howard & Zukin Capital, Inc., and Paul, Weiss Rifkind, Wharton & Garrison, LLP, said, "We do not know if the plan would, in fact, keep the company out of bankruptcy (in which case the securities received by bondholders in an exchange would likely be worthless and the retirement funds and others who counted on these securities would be left with nothing)." The advisers have also expressed disappointment that the proposals they presented on March 5 got no response from the task force or GM. They insist that their counterproposal provides the best chance of completing the out-ofcourt restructuring desired by all parties by securing the necessary high level of acceptance among GM's bondholders. Bloomberg quoted GM spokesperson Renee Rashid-Merem as saying, "GM remains in discussions with advisers to the ad hoc bondholder committee in efforts to reach an agreement on the bond exchange." Citing GM CEO Rick Wagoner, Jeff Green at Bloomberg reports that GM's survival isn't certain until it has completed talks with the United Auto Workers and bondholders about cutting debt by about $28.5 billion. According to the report, Mr. Wagoner said that failure of those negotiations would drag GM into bankruptcy or liquidation. Mr. Wagoner said that if GM survives, it won't resemble the money- losing firm that made him go to Congress to seek for financial assistance, Bloomberg states. The report quoted him as saying, "GM will be leaner and more flexible. We're going to have moved significantly to lean out our cost structure and address things that have been competitive disadvantages for years.... This is really, in substance, about re-inventing General Motors." Citing Mr. Wagoner, Bloomberg relates that running GM after the global bailout will be complicated because the loans in various countries would require that the money be kept within national borders. Mr. Wagoner, according to Bloomberg, said that regardless of ownership changes in units, GM the will expand plans to have multiple models share engineering designs that allow those units to be built and sold around the world for less cost. GM's German unit, Opel, may be insolvent in April, Bloomberg states. GM said that it may be willing to give up control of Opel to the European government for financial support, according to the report. GM will cut structural costs from $53 billion to $40 billion by 2010 and maintain that level until at least 2014, Bloomberg states, citing Mr. Wagoner. About General Motors Headquartered in Detroit, Michigan, General Motors Corp. (NYSE: GM) -- http://www.gm.com/-- was founded in 1908. GM employs about 266,000 people around the world and manufactures cars and trucks in 35 countries. In 2007, nearly 9.37 million GM cars and trucks were sold globally under the following brands: Buick, Cadillac, Chevrolet, GMC, GM Daewoo, Holden, HUMMER, Opel, Pontiac, Saab, Saturn, Vauxhall and Wuling. GM's OnStar subsidiary is the industry leader in vehicle safety, security and information services. General Motors Latin America, Africa and Middle East, with headquarters in Miramar, Florida, is one of GM's four regional business units. GM LAAM employs approximately 37,000 people in 18 countries and has manufacturing facilities in Argentina, Brazil, Colombia, Ecuador, Egypt, Kenya, South Africa and Venezuela. GM LAAM markets vehicles under the Buick, Cadillac, Chevrolet, GMC, Hummer, Isuzu, Opel, Saab and Suzuki brands. GM's common stock was considered the stock market's bellwether for many years, hence the saying "What's good for GM is good for America." * * * As reported in the Troubled Company Reporter on Nov. 11, 2008, Standard & Poor's Ratings Services lowered its ratings, including the corporate credit rating, on General Motors Corp. To 'CCC+' from 'B-' and removed them from CreditWatch, where they had been placed with negative implications on Oct. 9, 2008. S&P said that the outlook is negative. Fitch Ratings, as reported in the Troubled Company Reporter on Nov. 11, 2008, placed the Issuer Default Rating of General Motors on Rating Watch Negative as a result of the Company's rapidly diminishing liquidity position. Given the current liquidity level of US$16.2 billion and the pace of negative cash flows, Fitch expects that GM will require direct federal assistance over the next quarter and the forbearance of trade creditors in order to avoid default. With virtually no further access to external capital and little potential for material asset sales, cash holdings are expected to shortly reach minimum required operating levels. Fitch placed these on Rating Watch Negative: -- Senior secured at 'B/RR1'; -- Senior unsecured at 'CCC-/RR5'. As reported in the Troubled Company Reporter on June 24, 2008, DBRS has placed the ratings of General Motors Corp. And General Motors of Canada Limited Under Review with Negative Implications. The rating action reflects the structural deterioration of the company's operations in North America brought on by high oil prices and a slowing U.S. Economy. GRAY TELEVISION: S&P Puts 'B-' Corporate Rating on Negative Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services placed its ratings on Gray Television Inc., including the 'B-' corporate credit rating, on CreditWatch with negative implications. The Atlanta, Georgia- based TV broadcasting company had total outstanding debt of $800.4 million as of Dec. 31, 2008. The CreditWatch listing follows Gray's announcement that it intends to seek an amendment and/or waiver of certain senior credit facility covenants, including the leverage covenant, for certain compliance periods beginning on or after March 31, 2009. S&P views Gray's cushion of leverage covenant compliance (at Dec. 31, 2008) as very thin. The leverage ratio was 7.15x (using eight quarters' average operating cash flow, as defined in the bank agreement), compared with a 7.25x covenant. The covenant tightens to 7.00x on Dec. 31, 2009. Despite improving EBITDA in the fourth quarter and full year of 2008, Gray is facing a liquidity squeeze because of its thin margin of covenant compliance and declining ad revenue due to the recession. The company derives its liquidity from small cash balances, discretionary cash flow (which S&P expects to decline significantly in 2009), and its undrawn $100 million revolving credit facility (which S&P estimates had minimal availability of about $11 million as of Dec. 31, 2008, because of the tight covenant headroom). The company's bank facility is its major funding source. The term loan amortizes 1% per annum. The company has suspended its common stock dividend, and the Jan. 15, 2009 dividend on its series D perpetual preferred stock was not funded. "In resolving the CreditWatch listing, S&P will assess the terms of any waiver or amendment to the senior credit facility covenants, and the effect on Gray's credit metrics and liquidity position," said Standard & Poor's credit analyst Deborah Kinzer. "If it appears to us that the company will be unable to obtain an amendment -- or if the amendment/waiver does not provide enough covenant headroom, in our view, to prevent another potential violation in the coming quarters -- S&P will lower the corporate credit rating." GREENBRIER HOTEL: Court Sets May 13 As General Claims Bar Date -------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia has established by May 13, 2009, as the last day of creditors in Greenbrier Hotel Corporation and its debtor-affiliates' Chapter 11 cases to file proofs of claim that arose prior to March 19, 2009. The Court has also set Sept. 15, 2009, as the governmental unit claims bar date. Proof of Claim Form, together with accompanying documentation, must be delivered to Kurtzman Carson Consultants, LLC not later than 4:00 p.m. (prevailing Pacific Time) on each of the Bar Dates to: Greenbrier Hotel Corporation Processing Center c/o Kurtzman Carson Consultants, LLC 1335 Alaska Avenue El Segundo, CA 90245 For questions regarding the Bar Dates, claimants may contact the claims agent at: Kurtzman Carson Consultants, LLC 2335 Alaska Avenue El Segundo, California 90245 Tel: 866-381-9100 About Greenbrier Hotel Corporation Based in White Sulphur Springs, West Virginia, The Greenbrier Hotel Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc., The White Sulphur Springs Co. is a wholly owned subsidiary of The Greenbrier Resort and Management Corporation, which is wholly owned by CSX Corporation. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09- 31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at McGuireWoods LLP represent the Debtors in their restructuring efforts. The Debtors propose to employ Huddleston Bolen LLP as corporate counsel; Dinsmore & Shohl LLP as special labor counsel; Kurtzman Carson Consultants LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. GREENBRIER HOTEL: Court Approves KCC as Claims and Noticing Agent ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Eastern District of Virginia authorized Greenbrier Hotel Corporation and its debtor-affiliates to employ Kurtzman Carson Consultants LLC as claims, noticing, and balloting agent. KCC is expected to: i) distribute required notices to parties-in-interest; ii) receive, maintain, docket, and otherwise administer the proofs of claims filed in these chapter 11 cases; iii) tabulate acceptances and rejections of the Debtors' Chapter 11 plan; and iv) provide other administrative services that the Debtors, the Clerk of Court, or the Court may require. In addition, KCC is expected to assist it with: a) the preparation of the master creditor list and any amendments thereto; b) acting as solicitation and disbursing agent in connection with the chapter 11 plan process; and c) providing technical support in connection with these tasks. Michael F. Frishberg, vice president of Corporate Restructuring Services, tells the Court that the Debtors agreed to employ KCC under an evergreen retainer of $25,000. The Debtors will compensate and reimburse KCC in accordance with the payment terms, procedures, and conditions set forth in the KCC Agreement for services rendered and expenses incurred in connection with this case. A full-text copy of the Services Agreement is attached in the Debtors' motion as Exhibit 1 (page 16) and is available for free at: http://bankrupt.com/misc/greenbrierhotel_claimsagent_app.pdf About Greenbrier Hotel Corporation Based in White Sulphur Springs, West Virginia, Greenbrier Hotel Corporation -- http://www.greenbrier.com-- fka CSX Hotels, Inc., The White Sulphur Springs Co. is a wholly owned subsidiary of The Greenbrier Resort and Management Corporation, which is wholly owned by CSX Corporation. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 19, 2009, (Bankr. E. D. Va. Lead Case No.: 09- 31703) Dion W. Hayes, Esq. and Patrick L. Hayden, Esq. at McGuireWoods LLP represent the Debtors in their restructuring efforts. The Debtors propose to employ Huddleston Bolen LLP as corporate counsel; Dinsmore & Shohl LLP as special labor counsel; Kurtzman Carson Consultants LLC as claims agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. GREENBRIER HOTEL: Court OKs Non-Appointment of Creditors Committee ------------------------------------------------------------------ The U.S. Bankruptcy Court for the Eastern District of Virginia approved Greenbrier Hotel Corporation and its debtor-affiliates' request to not appoint a committee of unsecured creditors. The Debtors asserted that the appointment is not in the best interest of the Debtors' estates, their creditors, and other parties-in-interest. Given the relatively small amount of outstanding non-insider debt in Greenbrier's cases cases, the financial burden on the Debtors' estates caused by the appointment of unsecured creditors would substantially outweigh any benefit. The Debtors relate that they are "small business debtors". The Debtors have aggregate non-contingent liquidated secured and unsecured debt, excluding any debt owed to affiliates and insiders, in the approximate amount of $1.9 million, and the U.S. Trustee has not appointed a committee of unsecured creditors. "Small Business" According to Bloomberg's Bill Rochelle, while the Company owes $91 million to parent CSX Corp. and has a hotel with 700 rooms, among other things, the Company only owes $1.9 million to third parties, technically qualifying it as a "small business". Bloomberg relates that bankruptcy law says that a company in Chapter 11 with less than $2.2 million owing to third parties is a small business. The bankruptcy judge made the move in order to avoid the costs of having a committee. The judge, however, said that he may consider his ruling if any creditor would object. Bill Rochelle said the hotel's labor union conceivably could object, given that the primary purpose of the case arguably is to terminate the existing collective-bargaining agreement. The Bankruptcy Court has entered an interim order allowing Greenbrier to borrow $4 million from CSX. The Court will consider approval for the complete $19 million secured financing from CSX at a hearing on April 8. Greenbriewr has signed an Asset Purchase Agreement with Marriott Hotel Services, Inc. for the sale of The Greenbrier, subject to substantial conditions. "A sale to Marriott would be a great outcome for everyone associated with The Greenbrier," said Michael Gordon, president and managing director of the resort. The agreement with Marriott contemplates that CSX would provide $50 million, through an affiliate, to be used in the operation of the resort after completion of the sale. These funds would be paid over a two-year period following the closing of the transaction. In turn, Marriott would pay GHC between $60 million and $130 million within approximately seven years, with the actual amount depending on the timing of the payment and The Greenbrier s financial performance. The transaction, which is not expected to be completed until later in the year, is contingent on the ability of The Greenbrier and its unions to negotiate labor contracts that are satisfactory to Marriott as The Greenbrier competes in a very difficult market environment. It is also subject to a court-supervised auction process in which other qualified purchasers will have an opportunity to bid on the resort. Marriott would assume management responsibility for the resort as soon as the transaction is closed. About Greenbrier Hotel Corp. Greenbrier Hotel Corp., owns the Greenbrier Hotel in White Sulfur Springs, West Virginia. The hotel has 700 rooms, three golf courses, tennis courts and a spa. The Greenbrier Hotel Corporation -- http://www.greenbrier.com-- is a wholly owned subsidiary of The Greenbrier Resort and Management Corporation, which is wholly owned by CSX Corporation. Greenbrier and five affiliates filed for Chapter 11 on March 19, 2009 (Bankr. E.D. Virg., Lead Case No. 09-31703). Dion W. Hayes, Esq., and Patrick L. Hayden, Esq., at McGuireWoods LLP, in New York, have been tapped as bankruptcy counsel. Huddleston Bolen LLP, and Dinsmore & Shohl LLP, are corporate counsel and special labor counsel, respectively. Kurtzman Carson Consultants LLC has been hired as claims and noticing agent. The Company estimated assets of $50 million to $100 million and debts of $100 million to $500 million. HERBST GAMING: Section 341(a) Meeting Scheduled for April 27 ------------------------------------------------------------ The United States Trustee for Region 17 will convene a meeting of creditors of Herbst Gaming Inc. and its debtor-affiliates on April 27, 2009, at 2:00 p.m., at Young Bldg., Room 2110. 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 officer of the Debtors under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator that operates casinos located in Nevada, Missouri and Iowa. The Debtors own and operate approximately 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D Nev. Lead Case No. 09- 50752). Thomas H. Fell, Esq., Gordon Silver, represents the Debtors in their restructuring efforts. As of September 30, 2008, the Debtors have $1,021,956,000 in total assets and $1,241,937,000 in total debst. HERBST GAMING: Proposes XRoads Case as Claims and Noticing Agent ---------------------------------------------------------------- Herbst Gaming Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Nevada for permission to employ XRoads Case Management Services LLC as their claims and noticing agent. The firm will assist the Debtors and their counsel in preparing the necessary filings to be made to the Court and the United States Trustee and in performing certain other necessary bankruptcy compliance and administrative functions. Specifically, the firm will assist the Debtors in the preparation of their (i) schedules of assets and liabilities and statement of financial affairs; (ii) initial package for the United States Trustee; and (iii) monthly operating reports, among other things. The firm's hourly rates for consulting services are: Designation Hourly Rate ----------- ----------- Principal $295 Managing Director $265 Senior Consultant/Director $185-$245 Consultant $125-$185 Programming and Technical Support $110-$185 Clerical $40-$60 To the best of the Debtors' knowledge, the firm is a "disinterested person" as defined in Section 101(14) of the United States Bankruptcy Code. Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator that operates casinos located in Nevada, Missouri and Iowa. The Debtors own and operate approximately 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The Company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D. Nev. Lead Case No. 09- 50752). Thomas H. Fell, Esq., Gordon Silver, represents the Debtors in their restructuring efforts. As of September 30, 2008, the Debtors have $1,021,956,000 in total assets and $1,241,937,000 in total debst. HERBST GAMING: Wants to Access Lenders' Cash Collateral ------------------------------------------------------- Herbst Gaming Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Nevada for authority to access cash securing repayment of secured loans to Wilmington Trust Company, Lehman Commercial Paper Inc., Wachovia Bank NA, US Bank NA, Lehman Brothers Inc. and Wachovia Capital Markets LLC. The Debtors and WTC, et al., are parties to a certain credit, security, and pledge agreement; and associated security and guaranty documents dated January 3, 2007, pursuant to which the lenders made loans to Herbst prepetition. The Debtors propose to use cash collateral to fund ordinary operating disbursements. The Debtors say they could not meet their ongoing postpetition obligations unless they have the immediate ability to use cash on hand, deposit accounts and postpetition cash. Absent of access to cash collateral will have immediate and irreparable harm to their estate and their creditors, the Debtors note. The Prepetition Lenders will be granted security interest in the prepetition collateral, as adequate protection. In addition, they will also receive adequate protection payments from the Debtors. The cash collateral contains appropriate events of default including failure to meet several case milestones, among other things (i) order entered by the Court approving a disclosure statement within 60 days of the Debtors' bankruptcy filing and (ii) confirmation of the plan within 120 days of the Debtors' bankruptcy filing. Headquartered in Reno, Nevada, Herbst Gaming Inc. -- http://www.herbstgaming.com/-- is an established casino and slot route operator that operates casinos located in Nevada, Missouri and Iowa. The Debtors own and operate approximately 6,800 slot machines in its slot route business and is a slot machine operator in Nevada. The Company and 17 of its affiliates filed for Chapter 11 protection on March 22, 2009 (Bankr. D Nev. Lead Case No. 09- 50752). Thomas H. Fell, Esq., Gordon Silver, represents the Debtors in their restructuring efforts. As of September 30, 2008, the Debtors have $1,021,956,000 in total assets and $1,241,937,000 in total debst. INDALEX HOLDINGS: Blames Demise on Housing Market Collapse ---------------------------------------------------------- Bankruptcy Law360 says Indalex Holdings Finance Inc. filed for Chapter 11 bankruptcy protection citing a steep decline in demand for customized aluminum due to the collapse of the housing market as well as a drop in the price of the metal. Indalex Finance named four American subsidiaries as part of the bankruptcy, filed in the U.S. Bankruptcy Court for the District of Delaware. On March 4, 2009, Indalex Holding Corp. received a notice of an event of default under the Indenture from the Trustee. Upon an event of default, the Trustee or holders of at least 25% in principal amount outstanding of the 11-1/2% Notes may declare the principal of and accrued but unpaid interest on the 11-1/2% Notes to be due and payable immediately. As of that date, the Company has not received an acceleration notice from the Trustee or from holders of 25% in principal amount outstanding of the 11-1/2% Notes. On March 6, 2009, Indalex Holdings Finance, Indalex Holding Corp., Indalex Limited, the subsidiaries of Indalex Holding Corp. party thereto, JPMorgan Chase Bank, N.A., as administrative agent and a lender, and the other lenders party thereto, entered into Amendment No. 2, Waiver and Agreement to the Amended and Restated Credit Agreement, dated as of May 21, 2008. The lenders agreed to waive the condition precedent to the making of any revolving loan under the Amended Credit Agreement that no default will have occurred and be continuing, solely with respect defaults arising directly as a result of: (i) the failure of the borrowers to make the semi-annual interest payment on Indalex Holding Corp.'s 11-1/2% Second-Priority Senior Secured Notes due 2014; (ii) the failure of the borrowers to comply with the minimum fixed charge coverage ratio covenant in the Amended Credit Agreement; (iii) the failure by the borrowers to make prepayments required to be made when the revolving loans exceed the borrowing base less an availability block of $15.0 million; and (iv) the failure by the borrowers to make the scheduled interest payment on the initial term loan and the incremental term loan made by an affiliate of Sun Capital Partners, the Company's equity sponsor, under the Amended Credit Agreement, which were due on February 27, 2009. The Waiver was set to terminate and expire at the earlier of: (i) 11:59 p.m., New York City time, on March 27, 2009, (ii) the filing of an involuntary case, action, proceeding or petition relating to liquidation or reorganization under bankruptcy, insolvency, receivership or similar laws, or the appointment of a receiver for a substantial part of any borrower's assets; (iii) the occurrence of any other event of default under the Amended Credit Agreement; and (iv) acceleration of the 11-1/2% Notes or any other action in respect of the enforcement of payment on the 11-1/2% Notes. Pursuant to the Forbearance Agreement, the aggregate revolving commitments were reduced by $50.0 million, with a corresponding reduction in the Canadian sub-cap of $20.0 million. As a result, the aggregate amount of loans permitted to be made to Indalex Holding Corp. under the revolving credit facility may not exceed a borrowing base comprised of the eligible accounts receivable, inventory, machinery and equipment and real property of Indalex Holding Corp. and its wholly owned domestic subsidiaries, subject to an aggregate total cap, when taken together with loans made to Indalex Limited, of $150.0 million. The aggregate amount of loans permitted to be made to Indalex Limited under the Canadian revolving credit sub-facility may not exceed a borrowing base comprised of the eligible accounts receivable, inventory, machinery and equipment and real property of Indalex Limited and its wholly owned Canadian subsidiaries, subject to an aggregate sub-cap of $60.0 million and further subject to an aggregate total cap, when taken together with loans made to Indalex Holding Corp., of $150.0 million. The Forbearance Agreement also permitted overadvances that would otherwise exceed availability under the borrowing base formula in amounts not exceeding $4.7 million in the case of Indalex Holding Corp. and $1.6 million in the case of Indalex Limited. The Forbearance Agreement provided for an increase in the applicable margin for Eurodollar revolving loans and B/A drawings to 6.25% per annum, and an increase in the applicable margin for ABR revolving loans, U.S. base rate revolving loans and Canadian base rate revolving loans to 5.25% per annum. The Forbearance Agreement also provides for monthly interest payments on revolving loans under the Amended Credit Agreement. Swingline loans may no longer be made. The Forbearance Agreement imposed separate availability blocks on the U.S. portion of the revolving credit facility and Canadian revolving credit sub-facility such that U.S. revolving loans may not exceed the domestic borrowing base less an availability block of $13.0 million, and Canadian revolving loans may not exceed the Canadian borrowing base less an availability block of $2.0 million. The parties further agreed that full cash dominion is in effect on the date of the Forbearance Agreement. On and after the date of the Forbearance Agreement, interest accrued on the Term Loans will be added to the principal balance of the Term Loans, or paid-in-kind, on each applicable interest payment date. The Forbearance Agreement amends the collateral proceeds waterfall so that the lenders receive proceeds of collateral in respect of U.S. secured obligations before the proceeds in respect of Canadian secured obligations. Pursuant to the Forbearance Agreement, Indalex Holding Corp.'s obligations under the revolving credit facility will be guaranteed by the Company, each domestic subsidiary of Indalex Holding Corp. and certain foreign subsidiaries of Indalex Holding Corp. Indalex Holding Corp.'s obligations under the U.S. portion of the revolving credit facility and the guarantees thereof will be secured by a first- priority lien on all of the tangible and intangible assets of Holdings, Indalex Holding Corp. and each domestic subsidiary of Indalex Holding Corp., as well as 100% of the capital stock of Indalex Holding Corp. and the Company's domestic and foreign subsidiaries, including Indalex Limited, and certain material assets acquired by domestic and foreign subsidiaries after the date of the Amended Credit Agreement. Pursuant to the Forbearance Agreement, the parties agreed to certain changes in the calculation of the borrowing base. In addition, the Company agreed to, among other things: (i) deliver weekly cash flow information, other financial reports and borrowing base certificates to the lender and to hold weekly conference calls with the lenders; (ii) retain a financial advisor to review and advise the Company's management concerning the Company's business, finances and condition; and (iii) deliver a seven-month forecast and a restructuring plan for the Company and its subsidiaries to the lenders. The Company agreed, for so long as any Specified Event of Default or other event of default has occurred and is continuing, that it will not (subject in each case to certain exceptions): incur indebtedness; incur liens; make investments, loans, advances guarantees or acquisitions; sell certain assets; enter into sale-leaseback transactions; enter into swap agreements; or make certain restricted payments or pay certain indebtedness. The Company further agreed to cooperate with, and pay reasonable fees and disbursements for, a financial advisor engaged by the administrative agent in connection with a review of the business, finances and condition of the Company. On March 6, 2009, the Company, Indalex Holding Corp., the subsidiaries of Indalex Holding Corp. party thereto and JPMorgan Chase Bank, N.A., as administrative agent, entered into Amendment No. 1 to the Amended and Restated Domestic Security Agreement, dated as of May 21, 2008, among the Company, Indalex Holding Corp., the subsidiaries of Indalex Holding Corp. party thereto and JPMorgan Chase Bank, N.A., as administrative agent, and Amendment No. 1 to the Canadian Security Agreement, dated as of Februay 2, 2006, among Indalex Holding Corp., Indalex Limited, the subsidiary parties identified therein and JPMorgan Chase Bank, N.A., as administrative agent. Indalex Holding Corp. did not make the $11.4 million interest payment that was due on February 2, 2009, with respect to its 11- 1/2% Second-Priority Senior Secured Notes due 2014 issued pursuant to an indenture, dated as of February 2, 2006, with U.S. Bank National Association, as trustee. The failure to make the Interest Payment when due, if such failure continues for 30 days, constitutes an event of default under Section 6.01(1) of the Indenture. About Indalex Holdings Finance Based in Lincolnshire, Illinois, Indalex Holdings Finance, Inc. -- http://www.indalex.com/-- through operating subsidiaries Indalex Inc. and Indalex Ltd., produce soft alloy aluminum extrusion products in North America. The ' aluminum extrusion products are used throughout industrial, commercial, and residential applications. The Company's North American network includes 11 extrusion facilities, 31 extrusion presses with circle sizes up to 14 inches, a variety of fabrication and close tolerance capabilities, two anodizing operations, two billet casting facilities, and six electrostatic paint lines, including powder coat capability. The Company and four affiliates filed for bankruptcy on March 20, 2009 (Bankr. D. Del. Case No. 09-10982). Judge Peter J. Walsh presides over the case. Donald J. Bowman, Jr., Esq., and Michael R. Nestor, Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, serve as bankruptcy counsel. The Debtors' Claims Agent is Epiq Bankruptcy Solutions LLC. As of December 31, 2009, the Debtors had total assets of $365,000,000 and total debts of $456,000,000. INDALEX HOLDINGS: Epiq Bankruptcy Approved as Claims Agent ---------------------------------------------------------- The United States Bankruptcy Court for the District of Delaware authorized Indalex Holdings Finance Inc. and its debtor-affiliates to employ Epiq Bankruptcy Solutions LLC as their claims, noticing and balloting agent. The firm is expected to: a) transmit certain notices to creditors and parties in interest in these case; b) receive, docket, maintain, photocopy and transmit proofs of claim in these cases; c) oversee the distribution of solicitation material; d) receive, review and tabulate ballots; e) assist in the preparation of the Debtors' schedules and statements of financial affairs; and f) perform other administrative tasks such as maintaining creditor lists and mailing addresses. Daniel C. McElhinney, executive director of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The firm will be paid for its services in accordance with a services agreement, which is available for free at: http://ResearchArchives.com/t/s?3a92 Headquartered in Lincolnshire, Illinois, Indalex Holdings Finance, Inc. -- http://www.indalex.com/-- through their operating subsidiaries Indalex Inc. and Indalex Ltd., with headquarters in Lincolnshire, Illinois, produce soft alloy aluminum extrusion products in North America. The Debtors' aluminum extrusion products are used throughout industrial, commercial, and residential applications. The Debtors' North American network includes 11 extrusion facilities, 31 extrusion presses with circle sizes up to 14 inches, a variety of fabrication and close tolerance capabilities, two anodizing operations, two billet casting facilities, and six electrostatic paint lines, including powder coat capability. The company and four of its affiliates filed for Chapter 11 protection on March 20, 2009 (Bankr. D. Del. Lead Case No. 09-10982). Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, represents the Debtors in their restructuring efforts. The Debtors proposed Epiq Bankruptcy Solutions LLC as their claims agent. As of December 31, 2009, the Debtors have $365,000,000 in total assets and $456,000,000 in total debts. INDALEX HOLDINGS: Gets OK for Cash Collateral, 1st Day Motions -------------------------------------------------------------- Indalex Holdings Finance, Inc., and each of its four affiliated U.S. entities, received approval from the U.S. Bankruptcy Court for the District of Delaware of their cash collateral and other first day motions, which were submitted as part of their March 20, 2009, voluntary filing for reorganization under Chapter 11 of the U.S. Bankruptcy Code. Indalex says the bankruptcy filing does not include the Company's Canadian operations. Indalex is working with its lenders and exploring all options for its Canadian operations, and will advise of the progress in the coming days. In approving the motions, the Court authorized Indalex, among other things, to utilize its cash to maintain ongoing operations pending a final hearing; to continue salary payments and other benefits to employees, and to continue to honor customer practices. "We are pleased the Court has approved these critical first day motions, which enable Indalex to continue normal operations throughout this process and represent an important first step in our structured, court-supervised reorganization," said Timothy Stubbs, President and Chief Executive Officer of Indalex Finance. "We remain confident in the company's ability to use the protection of bankruptcy to financially restructure our organization, evaluate our strategic alternatives and maximize the value of our assets for all of our key stakeholders." Cash Collateral Use Indalex Holdings and its debtor-affiliates are seeking to use cash securing repayment of secured loans to their prepetition lenders. Access to cash collateral will enable the Debtors to pay ordinary course operating expenses including payments to trade creditors and funding of payroll, to the extent provided for in the budget. As adequate protection, the lenders will be granted replacement liens on all of the right, title and interest of the Debtors property. A full-text copy of the Debtors' cash collateral budget is available for free at http://ResearchArchives.com/t/s?3a93 About Indalex Holdings Indalex Holding Corp., a wholly-owned subsidiary of Indalex Holdings Finance Inc., through its operating subsidiaries Indalex Inc. and Indalex Ltd., with headquarters in Lincolnshire, Illinois, is the second largest producer of soft alloy extrusion products in North America. The company's aluminum extrusion products are widely used throughout industrial, commercial and residential applications and are customized to meet specific end- user requirements. Indalex operates 10 extrusion facilities, 29 extrusion presses with circle sizes up to 20 inches, a variety of fabrication and close tolerance capabilities, two anodizing operations, two billet casting facilities, and six electrostatic paint lines, including powder coat capability. Indalex is indirectly controlled by private-equity investor Sun Capital Partners Inc. Sun Capital purchased Indalex in 2005 from Honeywell International Inc. for $425 million. Indalex is the 12th investment by Boca Raton, Florida-based Sun Capital to file in Chapter 11 since January 2006. Indalex Holdings and four affiliates filed for Chapter 11 on March 20 (Bankr. D. Del., Lead Case No. 09-10982). Donald J. Bowman, Jr., Esq., at Young, Conaway, Stargatt & Taylor, in Wilmington, Delaware, has been tapped as counsel. Epiq Bankruptcy Solutions LLC is the claims and noticing agent. In its bankruptcy petition, Indalex listed assets of $356 million against debt totaling $456 million. INDEPENDENCE COUNTY: S&P Retains Developing Watch on 'B-' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that its 'B-' underlying rating on Independence County, Arkansas's $29.3 million senior power revenue bonds remains on CreditWatch with developing implications. The county used bond proceeds to fund a run-of-the-river hydroelectric project, Independence County Hydroelectric, which is the obligor for bond repayment. The bonds are not general obligations of the county but are special obligations secured by the trust estate that includes the county's interests in the physical assets, contracts including the power purchase agreement with the City of Clarksville, Arkansas, and gross receipts. ACA Financial Guaranty Corp. insures the senior and subordinated bonds. As of this past weekend, the project was able to install the remaining 10 cap sections on Dam 3. There are a total of 75 cap sections. Once grouting between the sections is finished the project will seek insurance. The developing CreditWatch reflects Standard & Poor's view that the project faces a number of key challenges in the near term, in particular: the final completion of the cap and insurance of Dam 3; the turbine outage; and depleted liquidity. If these are not satisfactorily resolved in 2009 then S&P might lower the rating. However, if the project resolves these challenges and can demonstrate an improved operations track record that shows a generation output moving toward about 55,000 MWh annually, and if the proposed amendments in the indenture are executed, S&P might raise the rating on the senior debt. INDEVUS PHARMA: FDA to Decide on Nebido Drug on September 2 ----------------------------------------------------------- Endo Pharmaceuticals and its majority-owned subsidiary Indevus Pharmaceuticals, Inc., said the U.S. Food and Drug Administration has accepted for review the complete response submission to the new drug application for NEBIDO(R) (testosterone undecanoate) intramuscular injection, an investigational testosterone preparation for the treatment of male hypogonadism. FDA is targeting September 2, 2009, as the action date for a decision on this application. Endo's president and CEO, David Holveck, stated, "We are pleased with the FDA's action and congratulate the NEBIDO development team on reaching this milestone. We look forward to receiving the FDA's decision on the NEBIDO marketing application in September." NEBIDO is a novel, long-acting injectable testosterone preparation for the treatment of male hypogonadism. NEBIDO was licensed by BayerSchering Pharma AG to Indevus Pharmaceuticals, a majority interest in which Endo acquired earlier this year. If approved, NEBIDO is expected to be the first long-acting testosterone preparation available in the U.S. in the growing market for testosterone replacement therapies. NEBIDO is currently marketed by BayerSchering and its partners in Europe and other territories. About Endo Endo Pharmaceuticals (Nasdaq: ENDP) -- Http://www.endo.com/ -- is a specialty pharmaceutical company engaged in the research, development, sale and marketing of branded and generic prescription pharmaceuticals used primarily to treat and manage pain. The company markets its branded pharmaceutical products to physicians in pain management, neurology, surgery, oncology, and primary care. About Indevus Pharmaceuticals Based in Lexington, Massachusetts, Indevus Pharmaceuticals Inc. (Nasdaq: IDEV) -- http://www.indevus.com/-- is a specialty pharmaceutical company engaged in the acquisition, development and commercialization of products to treat conditions in urology and endocrinology. For the years ended September 30, 2008, 2007, and 2006, the company posted net losses of $65.5 million, $103.8 million and $50.5 million. As of December 31, 2008, the company's balance sheet showed total assets of $256,296,000, total current liabilities of $150,460,000, non-recourse notes of $105,000,000, deferred revenue of $134,913,000, and other liabilities of $1,819,000, resulting in total stockholders' deficit of $135,896,000. INTERTAPE POLYMER: S&P Puts 'B' Rating on Negative CreditWatch -------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings, including its 'B' corporate credit rating, on Intertape Polymer Group Inc. and on related entities on CreditWatch with negative implications. "The CreditWatch placement reflects our expectation for deterioration in Intertape's operating performance in the near- term, including a weakening in earnings and liquidity," said Standard & Poor's credit analyst Paul Kurias. Earnings from the company's tapes and films businesses are dependent on general industrial activity in its North American markets, and are expected to weaken following a decline in demand from key end markets including housing and construction in the fourth quarter of 2008 and in 2009. S&P expects Intertape's adequate liquidity and credit metrics, and comfortable cushion under covenants, to deteriorate from levels achieved as of Sept. 30, 2008, when the company last reported its financial statement. The operating environment is considerably weaker since that date. In addition, there does not appear to be any prospect for a meaningful improvement in the operating environment in the first half of 2009 given ongoing weakness in industrial activity, which suggests that earnings and, consequently, liquidity could be under pressure for at least the first six months of 2009. At Sept. 30, 2008, the company had about $290 million in adjusted debt (adjusted for capitalized operating leases and tax-adjusted unfunded employee benefit obligations). With annual sales of approximately $800 million as of Sept. 30, 2008, the company is a manufacturer of tapes, engineered coated products, and films. The financial profile is highly leveraged. S&P expects credit metrics to deteriorate in 2009 from comfortable levels achieved through most of 2008. Total debt to EBITDA, based on the latest available published financial statements, was about 3.3x as of Sept. 30, 2008. The key ratio of funds from operations to total adjusted debt was about 21%. S&P will resolve the CreditWatch in the next few weeks when the company announces its fourth-quarter and fiscal 2008 financial results, and when S&P reviews prospects for earnings and operations in 2009. S&P's review will include an evaluation of management's ongoing actions, and any potential additional actions, to offset some of the negative impact of the ongoing slowdown in demand for Intertape's products, and to maintain an appropriate level of liquidity. S&P will lower its ratings if it expects that Intertape will be unable to generate sufficient liquidity to meet operating requirements including working capital, capital spending, interest, principal, or if comfort levels with the company's ability to comply with its covenant declines. Ratings could also be lowered if earnings deterioration in the fourth quarter is meaningful so that credit metrics deteriorate, including a drop in funds from operations to total debt to a level below S&P's expectation of 15% at the current rating. INVESTMENT REALTY: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------------- Boston Business Journal reports that Investment Realty Funding Inc. has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Massachusetts. Court documents say that Investment Realty listed $7.5 million in assets and $9 million in liabilities. Business Journal relates that Investment Realty has less than 50 creditors. Alex Rodolakis, Esq., at Gilman, McLaughlin & Hanrahan of Hyannis assists the Company in its restructuring efforts. Investment Realty Funding Inc. is a real estate financing outfit based in Mashpee, Massachusetts. JAMIE VERGARA: Sec. 341(a) Meeting of Creditors Set for April 6 --------------------------------------------------------------- Donald F. Walton, the United States Trustee for Region 21, will convene a meeting of Jamie Ruben Vergara's creditors on April 6, 2009, at 9:00 a.m., at 135 West Central Boulevard, 6th Floor, Suite 600, in Orlando, Florida 32801. 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 the Debtor under oath about his financial affairs and operations that would be of interest to the general body of creditors. The deadline for all creditors, with the exception of governmental units, to file Proofs of Claim is on July 6, 2009. Headquartered in Orlando, Florida, Jamie Ruben Vergara filed for Chapter 11 protection on March 9, 2009 (Bankr. M.D. Fla. Case No. 09-02751). Lawrence M.Kosto, Esq., at Kosto & Rotella PA, represents the Debtor as bankruptcy counsel. In his petition, Jamie Ruben Vergara listed assets of between $10 and $50 million, and the the same range of debts. JEFFERSON COUNTY: Commissioners Urge Chapter 9 Filing ----------------------------------------------------- Paulo Prada at The Wall Street Journal reports that commissioners Jim Carns and Bobby Humphryes are urging the Jefferson County in Alabama to file for Chapter 9 bankruptcy protection. WSJ relates that Jefferson County is struggling with $4 billion in debt related to a series of bond transactions earlier in the decade. The report says that the county was one of the first casualties of the financial crisis, as a series of interest-rate swaps backfired in late 2007. According to the report, the bonds and related exchanges were issued to finance water and sewer system improvements that had been mandated by the federal government. Messrs. Carns and Humphryes suggested in a statement that Jefferson County could no longer bear the burden of its financial obligations. WSJ relates that Messrs. Carns and Humphryes are part of a five-member commission that oversees county finances, collects county taxes and supervises county infrastructure, among other tasks. According to WSJ, the commission has been divided over how best to resolve Jefferson County's debt problems. WSJ notes that if Jefferson County files for bankruptcy, it would likely be the largest-ever for a local government, surpassing Orange County, California's $1.7 billion bankruptcy filing in 1994. The U.S. District Court for the Northern District of Alabama would hear arguments in a civil suit in which insurers of bonds are asking for a receiver to oversee county finances and find means to repay the debt, according to WSJ. Jefferson County said that the Court doesn't have jurisdiction to appoint a receiver, WSJ relates. About Jefferson County Jefferson County has its seat in Birmingham, Alabama. It has a population of 660,000. It ended its 2006 fiscal year with a $42.6 million general fund balance, according to Standard & Poor's. The Birmingham firm of Bradley Arant Rose & White, represents Jefferson County. Porter, White & Co. in Birmingham is the county's financial adviser. A bankruptcy by Jefferson County stands to be the largest municipal bankruptcy in U.S. history. It could beat the record of $1.7 billion, set by Orange County, California in 1994. * * * As reported by the Troubled Company Reporter on March 24, 2009, Standard & Poor's Ratings Services kept the ratings on Jefferson County, Alabama's series 1997A, 2001A, 2003-B-8, 2003 B- 1-A through series 2003 B-1-E, and series 2003 C-1 through 2003 C- 10 sewer system revenue bonds ('C' underlying rating) on CreditWatch negative, where they were placed Sept. 16, 2008, due to previous draws against the system's cash and surety reserves beginning in September 2008 and S&P's uncertainty of the system's continued timely payment on the obligations. Although the system depleted its cash reserves and a portion of its surety reserves in late 2008, the trustee indicates there have been no additional draws against its surety reserves since last year. The trustee estimates the system currently has $176 million remaining in total combined surety reserves with Financial Guaranty Insurance Co. (FGIC; CCC/Negative), Syncora Guarantee Inc. (CC/Negative), and Financial Security Assurance Inc. (AAA/Watch Neg), which can be applied on a pro rata basis to any parity debt. LAND RESOURCE: Wins Nod to Convert Cases to Chapter 7 Liquidation ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida, finding that Debtors have the absolute right to convert their cases pursuant to Sec. 1112(a) of the Bankruptcy Code, has converted each of the following Chapter 11 cases to Chapter 7 of the Bankruptcy Code: 1. Blue Mist Farms, LLC 2. Bridge Pointe at Jekyll Sound, LLC 3. Clarks Hill Lake, LLC 4. Coastline Properties, LLC 5. Cumberland Harbour Realty, LLC 6. Hickory Bluff Marina Club, Inc. 7. Hickory Bluff Marina, LLC 8. Laird Bayou Brokerage, LLC 9. Laird Bayou, LLC 10. Laird Point Brokerage, LLC 11. Laird Point, LLC 12, Lakemont Advertising, LLC 13. Land Resource Group of NC, LLC 14. Land Resource Group, Inc. 15. Land Resource Meigs County, LLC, 16. Land Resource Orchards, LLC 17. Land Resource Satilla River, LLC 18 Land Resource Watts Bar, LLC 19. Land First Mortgage, LLC 20. LandFirst Title, LLC 21 LR Baytree Landing, LLC 22. LR Buffalo Creek, LLC 23, LR Riversea, LLC 24. LRC Aviation Company, LLC 25. LRC Holdings, LLC 26. LRC Realty, LLC 27 Roaring River Holding Company, Inc. 28. Roaring River, LLC 29. Rush Creek Land Company, Inc. 30. Southern HOA Management, LLC 31. Stillwater Coves, LLC 32. The Ridges at Morgan Creek, LLC, 33. Villages at Norris Lake, LLC Only Land Resource, LLC and Point Peter, LLLP remain as debtors in possession as they continue to market the sale of the Cumberland Harbour assets. About Land Resource Headquartered in Orlando, Florida, Land Resource LLC -- http://www.landresource.com-- creates residential communities, which includes coastal, lakefront and mountain locations in Georgia, North Carolina, West Virginia, Tennessee and Florida. The Company and its affiliates filed for Chapter 11 protection on Oct. 30, 2008 (Bankr. M. D. Fla. Lead Case No. 08-10159). Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando, Florida, represent the Debtors as counsel. Jeffrey I. Snyder, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, represents the Committee of Creditors Holding Unsecured Claims as counsel. The Company listed assets of $100 million to $500 million and debts of $50 million to $100 million. Trustee Services Inc. is the Debtors' notice, claims and balloting agent. LAND RESOURCE: Maturity Date of $25.2M DIP Agreement Extended ------------------------------------------------------------- The U.S. Bankruptcy Court for the Middle District of Florida approved on March 20, 2009, the agreed motion of Land Resource, LLC, LR Buffalo Creek, LLC, and Point Peter, LLLP, extending the maturity of the $25.2 million postpetition secured superpriority financing from Keybank National Association. Pursuant to the Second Order, the maturity of the $25.2 million DIP Agreement is extended to April 17, 2009, for the limited purposes of: i) permitting the Debtors to use Cash Collateral and/or borrow funds to pay the expenses in accordance with a Second Supplemental Wind-Down Budget; ii) permitting Debtors' counsel, Berger Singerman, P.A. to be paid its Conditional Professional Expenses and Professional Expenses incurred through May 15, 2009. A copy of the Second Wind-Down Budget for the period from February 14, 2009, through April 17, 2009, is attached as Exhibit 1 to the Court's Second Order, which is available at: http://bankrupt.com/misc/LandResource2ndSuppOrder.pdf As reported in the Troubled Company Reporter on December 30, 2008, the Bankruptcy Court granted Land Resource, LLC and Point Peter LLLP authority to obtain a $25.2 million postpetition secured superpriority financing from Keybank National Association, to meet payroll and other operating expenses. Pursuant to the order, the Court approved the use of cash collateral and post-petition financing of up to $299,446 as to the $25.2 Million DIP Credit Agreement (inclusive of amounts advanced under the Interim Order entered by the Court on Nov. 7, 2008). Collateral Subject to the Carve-Outs, as security for the full and timely payment of all postpetition obligations arising under the $25.2 Million DIP Credit Agreement and DIP Loan Documents related thereto, the $25.2 Million DIP Facility Lenders are granted a valid, perfected and enforceable security interest and lien upon all real and personal property of the $25.2 Million DIP Borrowers, the $25.2 Million DIP Guarantors, the $25.2 Million Prepetition Borrowers, and the $25.2M Prepetition Guarantors, provided, however that: i) the $25.2 Million Postpetition Collateral shall not extend to, constitute, or encompass any proceeds of Avoidance Actions, and ii) the $25.2 Million DIP Facility Lenders shall be entitled to share, on account of and to the full extent of any and all allowed unsecured deficiency claims they may hold, in any distribution of any such Avoidance Action proceeds on a pro rata basis with all other allowed unsecured claims. A full-text copy of the Court's Final Order authorizing the Debtors' postpetition secured superpriority financing, dated as of Dec. 22, 2008, is available for free at: http://bankrupt.com/misc/LandResource_FinalDIPOrder.pdf About Land Resource Headquartered in Orlando, Florida, Land Resource LLC -- http://www.landresource.com-- creates residential communities, which includes coastal, lakefront and mountain locations in Georgia, North Carolina, West Virginia, Tennessee and Florida. The company and its affiliates filed for Chapter 11 protection on Oct. 30, 2008 (Bankr. M.D. Fla. Lead Case No. 08-10159). Jordi Guso, Esq., at Berger Singerman, P.A., in Miami, Florida, and Richard D. Sierra, Esq., at Kosto & Rotella PA, in Orlando, Florida, represent the Debtors as counsel. Jeffrey I. Snyder, Esq., at Bilzin Sumberg Baena Price & Axelrod LLP, in Miami, Florida, represents the Committee of Creditors Holding Unsecured Claims as counsel. The company listed assets of $100 million to $500 million and debts of $50 million to $100 million. Trustee Services Inc. is the Debtors' notice, claims and balloting agent. LAS VEGAS SANDS: Bradley Stone Resigns as Executive Vice Pres. -------------------------------------------------------------- Tamara Audi at The Wall Street Journal reports that Bradley Stone has resigned as Las Vegas Sands Corp.'s Executive Vice President. WSJ relates that Mr. Stone joined Las Vegas Sands in 1995 and was recently named president of global operations and construction. According to WSJ, Mr. Stone won't be replaced. Current executives will take his role of overseeing operations and construction, WSJ states, citing Las Vegas CEO and major shareholder, Sheldon Adelson. Mr. Stone's decision to quit was personal, and was not connected to the resignation Mr. Weidner, Las Vegas Sands' former president and chief operating officer. According to the report, Mr. Weidner left Las Vegas Sands this month after a conflict with Mr. Adelson. The report states that Mr. Stone was a long time ally of Mr. Weidner. Mr. Adelson said that "it's not a systemic issue," and that he didn't expect any other resignations from key personnel, WSJ relates. WSJ reports that Las Vegas Sands replaced Mr. Weidner with hospitality industry veteran Michael Leven, who is expected to take on a greater role in operations. About Las Vegas Sands Based in Las Vegas, Nevada, Las Vegas Sands Corp. (NYSE: LVS) -- http://www.lasvegassands.com/-- owns and operates The Venetian Resort Hotel Casino, The Palazzo Resort Hotel Casino, and an expo and convention center. The company also owns and operates the Sands Macao, the first Las Vegas-style casino in Macao, China. As of Sept. 30, 2008, the company has US$14.7 billion in total assets, and US$12.4 billion in total liabilities. Unrestricted cash balances as of September 30, stood at US$1.28 billion while restricted cash balances were US$239.1 million. Of the restricted cash balances, US$199.6 million is restricted for Macao-related construction and US$32.3 million is restricted for construction of Marina Bay Sands in Singapore. As of Sept. 30, total debt outstanding, including the current portion, was US$10.35 billion. As reported in the Troubled Company Reporter on Mar. 12, 2009, Moody's Investors Service lowered the Probability of Default and Corporate Family Ratings of Las Vegas Sands, Corp. to B3 from B2. Moody's also lowered various ratings of Las Vegas Sands' subsidiaries, including Venetian Casino Resort, LLC (and its co- issuer Las Vegas Sands, LLC) and Venetian Macao Limited. The rating outlook is negative. Moody's also affirmed Las Vegas Sands' SGL-3 Speculative Grade Liquidity rating. The rating action concludes the review process that was initiated on November 12, 2008. As reported by the TCR on March 19, Las Vegas Sands Corp., which owns the Venetian Casino Resort and other casinos, got a one-notch downgrade of its corporate rating to 'B3' from Moody's Investors Service. Moody's projects there will be a "liquidity shortfall" and violation of covenants on the Macau credit facility absent the sale of non-core assets in Macau. Moody's does expect Sands to succeed in selling one of the three properties on the market. LIN TELEVISION: S&P Withdraws 'B-' Issue-Level Ratings ------------------------------------------------------ Standard & Poor's Ratings Services withdrew its corporate credit and issue-level ratings on Providence, Road Island-based LIN TV Corp. and subsidiary LIN Television Corp., including the 'B-' corporate credit rating, at the company's request. S&P had said that it lowered its corporate credit and issue-level ratings on LIN TV and LIN Television by two notches; the corporate credit rating had been lowered to 'B-' from 'B+'. S&P also had removed these ratings from CreditWatch, where they were placed with negative implications on Nov. 13, 2008. The rating outlook was stable. "The downgrade reflects our expectation that LIN's revenue and EBITDA will decline rapidly over the next few quarters, so that the company could be at risk of breaching its total leverage covenant, despite its recent efforts to reduce debt," Standard & Poor's credit analyst Deborah Kinzer had said. S&P also believed that LIN's agreement with NBC Universal (under a joint venture structure) to provide pro rata shortfall loans diminished the joint venture's probability of defaulting on its debt. Nevertheless, S&P was concerned that the joint venture could have a cash shortfall in excess of the $1 million to $5 million estimated by LIN, and that shortfall payments by LIN would further limit the company's ability to comply with its covenants. That rating on LIN reflected financial risk from high debt leverage (including its guarantee of joint venture debt), the possibility of a leverage covenant violation in late 2009, increasing competition for audiences and advertising revenue, and advertising cyclicality. The company's competitive positions in midsize TV markets, TV broadcasting's high margins, and good discretionary cash flow potential only partially offset these factors. LIN's revenue and EBITDA declined by 4% and 46%, respectively, in the fourth quarter of 2008 year over year. A 26% drop in nonpolitical ad revenue more than offset the surge in political ad revenue and a doubling of digital revenue from the prior year. Auto ad revenue was down 40% year over year, and ad revenue from retailers was down 12%. At the same time, expenses rose, including a $12.9 million restructuring charge for a headcount reduction and for cancellation of certain syndicated television program contracts, which S&P include in operating expenses. LIN's EBITDA margin declined to 28% in 2008 from 31% in 2007 because of lower EBITDA. In 2008, the company converted about 49% of its EBITDA into discretionary cash flow, up from 24% in 2007, mainly because of favorable working capital changes. LIN's lease-adjusted leverage improved slightly, to 6.5x, as of year-end 2008, from 6.6x as of year-end 2007, because debt reduction offset lower EBITDA. Using average trailing-eight- quarter EBITDA to smooth the differences between election and nonelection years, the company's lease-adjusted debt to EBITDA was 6.2x as of year-end 2008, compared with 6.1x as of year-end 2007. The $815.5 million guarantee of the joint venture's debt represents a significant financial risk for the company. For this reason, Standard & Poor's consolidates the joint venture's debt in its credit measures for LIN. Adding the joint venture's debt (after adjusting for taxes) to LIN's debt increases the company's leverage to 11x as of year-end 2008. The rating outlook was stable, reflecting S&P's expectation that LIN will have sufficient EBITDA to cover a potential increase in bank pricing if it needs to amend its credit facility again in mid-to-late 2009. S&P could revise the outlook to negative if S&P become more concerned that the company would be unable to comply with the terms of a new amendment because of continued revenue pressure or insufficient loosening of the covenants. For example, if a covenant amendment causes LIN's interest coverage to approach 1.25x by S&P's calculations, S&P would change the rating outlook to negative or lower the rating. Conversely, S&P could revise the outlook to positive if LIN is able to maintain or improve its leverage ratio through greater cost savings or continued debt reduction, but S&P believed this scenario is unlikely over the intermediate term. Ratings List Withdrawn LIN TV Corp. To From -- ---- Corporate Credit Rating NR B-/Stable/-- LIN Television Corp. To From -- ---- Secured Loans NR B+ Recovery Rating NR 1 Subordinated Notes NR B- Recovery Rating NR 4 NR -- Not rated. LIN TV CORP: S&P Withdraws 'B-' Corporate Credit Rating ------------------------------------------------------- Standard & Poor's Ratings Services withdrew its corporate credit and issue-level ratings on Providence, Road Island-based LIN TV Corp. and subsidiary LIN Television Corp., including the 'B-' corporate credit rating, at the company's request. S&P had said that it lowered its corporate credit and issue-level ratings on LIN TV and LIN Television by two notches; the corporate credit rating had been lowered to 'B-' from 'B+'. S&P also had removed these ratings from CreditWatch, where they were placed with negative implications on Nov. 13, 2008. The rating outlook was stable. "The downgrade reflects our expectation that LIN's revenue and EBITDA will decline rapidly over the next few quarters, so that the company could be at risk of breaching its total leverage covenant, despite its recent efforts to reduce debt," Standard & Poor's credit analyst Deborah Kinzer had said. S&P also believed that LIN's agreement with NBC Universal (under a joint venture structure) to provide pro rata shortfall loans diminished the joint venture's probability of defaulting on its debt. Nevertheless, S&P was concerned that the joint venture could have a cash shortfall in excess of the $1 million to $5 million estimated by LIN, and that shortfall payments by LIN would further limit the company's ability to comply with its covenants. That rating on LIN reflected financial risk from high debt leverage (including its guarantee of joint venture debt), the possibility of a leverage covenant violation in late 2009, increasing competition for audiences and advertising revenue, and advertising cyclicality. The company's competitive positions in midsize TV markets, TV broadcasting's high margins, and good discretionary cash flow potential only partially offset these factors. LIN's revenue and EBITDA declined by 4% and 46%, respectively, in the fourth quarter of 2008 year over year. A 26% drop in nonpolitical ad revenue more than offset the surge in political ad revenue and a doubling of digital revenue from the prior year. Auto ad revenue was down 40% year over year, and ad revenue from retailers was down 12%. At the same time, expenses rose, including a $12.9 million restructuring charge for a headcount reduction and for cancellation of certain syndicated television program contracts, which S&P include in operating expenses. LIN's EBITDA margin declined to 28% in 2008 from 31% in 2007 because of lower EBITDA. In 2008, the company converted about 49% of its EBITDA into discretionary cash flow, up from 24% in 2007, mainly because of favorable working capital changes. LIN's lease-adjusted leverage improved slightly, to 6.5x, as of year-end 2008, from 6.6x as of year-end 2007, because debt reduction offset lower EBITDA. Using average trailing-eight- quarter EBITDA to smooth the differences between election and nonelection years, the company's lease-adjusted debt to EBITDA was 6.2x as of year-end 2008, compared with 6.1x as of year-end 2007. The $815.5 million guarantee of the joint venture's debt represents a significant financial risk for the company. For this reason, Standard & Poor's consolidates the joint venture's debt in its credit measures for LIN. Adding the joint venture's debt (after adjusting for taxes) to LIN's debt increases the company's leverage to 11x as of year-end 2008. The rating outlook was stable, reflecting S&P's expectation that LIN will have sufficient EBITDA to cover a potential increase in bank pricing if it needs to amend its credit facility again in mid-to-late 2009. S&P could revise the outlook to negative if S&P become more concerned that the company would be unable to comply with the terms of a new amendment because of continued revenue pressure or insufficient loosening of the covenants. For example, if a covenant amendment causes LIN's interest coverage to approach 1.25x by S&P's calculations, S&P would change the rating outlook to negative or lower the rating. Conversely, S&P could revise the outlook to positive if LIN is able to maintain or improve its leverage ratio through greater cost savings or continued debt reduction, but S&P believed this scenario is unlikely over the intermediate term. Ratings List Withdrawn LIN TV Corp. To From -- ---- Corporate Credit Rating NR B-/Stable/-- LIN Television Corp. To From -- ---- Secured Loans NR B+ Recovery Rating NR 1 Subordinated Notes NR B- Recovery Rating NR 4 NR -- Not rated. LPATH INC: Looking for New R&D SVP After Bender Termination ----------------------------------------------------------- Lpath, Inc., has initiated a search for a new head of clinical development to replace John Bender, Pharm.D., senior vice president of R&D, whose employment was terminated March 6. Lpath said its R&D programs will continue without interruption through a temporary increase in the involvement of its Clinical Advisory Board and the on-going work of its various consultants who specialize in the key areas of regulatory compliance, toxicology, CMC (chemistry, manufacturing, and control), clinical operations, and medical safety monitoring. Lpath's Clinical Advisory Board is comprised of six world-class clinicians (three oncologists and three retinal specialists). Both of Lpath's Phase 1 clinical trials are being conducted by Clinical Research Organizations (CROs)-Theradex in the case of ASONEP(TM) and Chiltern in the case of iSONEP(TM). These two firms manage the Company's clinical trials and provide additional oversight and expertise. "The clinical trial of ASONEP under our partnership with Merck- Serono is proceeding on schedule," noted Scott Pancoast, Lpath's president and CEO. "Merck-Serono has a strong reputation as an outstanding developer of innovative drugs in the oncology arena and continues to provide strong and valuable guidance with respect to the clinical development of ASONEP." Lpath's Clinical Advisory Board is comprised of three oncologists and three retinal specialists who are all world-class clinicians. Both of Lpath's Phase 1 clinical trials are being conducted by Clinical Research Organizations Theradex in the case of ASONEP (TM) and Chiltern in the case of iSONEP (TM). These two firms manage the Company's clinical trials and provide additional oversight and expertise. Payments to Dr. Bender as a result of such termination are anticipated to occur in accordance with the amounts set forth in Dr. Bender's employment agreement dated September 22, 2008, as applied to a termination not for cause. About Lpath Inc. Headquartered in San Diego, California, Lpath Inc. Lpath, Inc. (OTCBB: LPTN.OB) -- http://www.Lpath.com/-- is the category leader in bioactive-lipid-targeted therapeutics, an emerging field of medical science whereby bioactive signaling lipids are targeted for treating important human diseases. Going Concern Doubt As reported in the Troubled Company Reporter on April 22, 2008, San Diego, Calif.-based LevitZacks expressed substantial doubt about Lpath Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm reported that the company has incurred significant cash losses from operations since inception and expects to continue to incur cash losses from operations in 2008 and beyond. The Company completed an equity financing which raised net cash of $6.4 million in August 2008 and entered into a licensing agreement with Merck which provides for an upfront payment of $4 million in November 2008 and is expected to provide research and development funding of at least $500,000 per month from November 2008 to October 2009. The Company expects cash on hand at September 30, 2008 and the funds that will be provided under the terms of the Merck licensing agreement will be adequate to meet working capital needs through 2009. At September 30, 2008, the company's consolidated balance sheet showed $7.2 million in total assets, $1.9 million in total liabilities. MARYLAND ECONOMIC: Moody's Affirms 'Ba3' Rating on 2002 Bonds ------------------------------------------------------------- Moody's Investors Service has affirmed the Ba3 rating on Maryland Economic Development Corporation's Student Housing Revenue Bonds (Morgan State University Project), Series 2002 (Senior Lien). The rating affirmation is based upon Moody's review of budgeted cash flow projections and current occupancy reports. The affirmation reflects strong support from MSU, strong student enrollment and the close proximity of Morgan View Apartments to the MSU campus. The outlook on the bonds has been revised to stable from positive. The outlook revision is based on lower than projected debt service coverage. Legal Security: The 2002 bonds and interest are limited obligations of the issuer. Principal and interest are payable solely from the trust estate. This deed of trust grants the trustee the issuer's interest under the ground lease; equipment collateral, rental revenues, income and other benefits of the property. The bonds do not constitute and indebtedness of the issuer, University or the state of Maryland. Interest Rate Derivatives: None Strengths: -- Strong University affiliation -- Strong University enrollment -- Close proximity to MSU Campus -- Historically strong enrollment growth -- Active ownership by MEDCO Challenges: -- Maintain projected debt service coverage -- Controlling maintenance and security costs -- No legal commitment by MSU or state -- Potential future building of competitive student housing facilities Recent Developments/Results: After experiencing a significant decline in occupancy resulting from a drastic policy shift in SAT requirements and accordingly, a drastic reduction in acceptances culminating in the Fall of 2005, enrollment has rebounded. Joint efforts between the University, MEDCO, and property management have yielded improved occupancy. This combined with more efficient policies regarding the collection of rental dues have facilitated the flow of revenue to the project. Previously, the lags that often accompany financial reimbursement resulted in late rental payments and eviction notices. The project also maintains exposure to MBIA Inc. (rated Ba1) in the form of an investment agreement. The debt service reserve fund for the project is invested in a collateralized guaranteed investment contract with MBIA Inc., whereby the payment obligations are insured by MBIA Insurance Corporation (rated B3) and are further supported by marketable securities held by a third-party custodian. Moody's expects that Morgan State will continue to enjoy a well- established market position as one of the most prominent Historically Black universities on the eastern seaboard. Its academic programs include liberal arts, education, science, engineering, and management. Morgan State draws a substantial percentage of its students from outside the State of Maryland, primarily from New York, New Jersey and Pennsylvania, unusually strong geographical diversification for a public university. Outlook The outlook for the bonds is stable based on increased occupancy levels and the demonstrated strong affiliation between the project, MEDCO and Morgan State University. What could change the rating - UP An increase in debt service coverage. What could change the rating - DOWN -- Revenue shortfalls resulting in withdrawals of reserves -- Credit deterioration/downgrade GIC provider The last rating action was on October 25, 2007 when Moody's affirmed Ba3 rating with a positive outlook to the Series 2002A bonds. MGM MIRAGE: Fitch Cuts Rating to 'C' on CityCenter Lawsuit ---------------------------------------------------------- Fitch Ratings has taken these rating actions for MGM MIRAGE following the lawsuit filed against MGM by CityCenter JV partner Dubai World, and the two-month covenant waiver obtained from its bank lenders last week: -- Issuer Default Rating downgraded to 'C' from 'CCC'; -- Senior secured notes downgraded to 'CCC/RR2' from 'B/RR2'; -- Senior unsecured credit facility downgraded to 'CC/RR3' from 'B-/RR3'; -- Senior unsecured notes downgraded to 'CC/RR3' from 'B-/RR3'; -- Senior subordinated notes affirmed at 'C/RR6'. The downgrade affects MGM's $7 billion credit facility, $6.2 billion of outstanding senior unsecured debt, $848 million of outstanding senior subordinated debt, and $750 million of senior secured notes. Due to the high level of credit risk inherent in a 'C' IDR, Fitch is not providing a Rating Outlook. Fitch downgraded MGM's IDR to 'CCC' on February 27th, after the company borrowed the remaining $842 million under the $4.5 billion senior revolving portion of its $7 billion credit facility. That borrowing accelerated the likelihood of a covenant breach to March 31st. On March 17th, MGM and its bank group agreed to a credit facility amendment that grants the company a financial covenant waiver through May 15, 2009, which gives MGM some time to work with its constituents and restructuring advisor on various alternatives to address MGM's strained liquidity profile. These alternatives may include asset sales, raising additional debt/equity capital, and modifying or extending outstanding long-term debt. The downgrade to 'C' reflects Fitch's view that default of some kind, including a potential Coercive Debt Exchange, appears imminent or inevitable. Fitch could consider the modification or extension of debt agreements as a CDE in accordance with Fitch's CDE criteria, published March 3, 2009. Even if a CDE is not part of a near-term restructuring, Fitch believes that MGM's impaired credit profile and medium-term financial challenges make default of some kind appear inevitable. Regarding the other alternatives MGM is exploring, Fitch believes that asset sales are a viable part of a near-term solution, as there are a number of companies that are financially healthier and have the liquidity and desire to gain a presence on the Las Vegas Strip. These include Penn National, Boyd Gaming Corp. (rated 'B+' IDR; Negative Outlook by Fitch), and Crown Ltd. ('BBB' IDR; Stable Outlook). The challenge in this market will be agreeing on a price. MGM closed the sale of Treasure Island on March 20 to Phil Ruffin for $775 million, which can be reduced to $755 million if Ruffin prepays the $175 million seller note by April 30, 2009. The purchase price is 7.5 times (x)-7.7x latest 12-months EBITDA, but could be north of 10x forward EBITDA if fourth-quarter 2008 operating trends continue in 2009. Fitch believes it will be very difficult to execute another asset sale at a similar multiple. Selling an asset at a low multiple may enhance liquidity to the detriment of the longer-term credit profile, which is strained even if the company can get past the near-term liquidity squeeze. Non-operating or land asset sales would be more beneficial to MGM's credit profile, but even more difficult to execute in the current market environment, in Fitch's view. Fitch believes that raising debt or equity capital will be extremely challenging, unless Kirk Kerkorian, the company's majority shareholder, contributes a significant amount of additional capital alongside investors. Dubai World, the company's second largest shareholder, announced that its subsidiary Infinity World, MGM's joint venture (JV) partner in CityCenter, is suing MGM to protect its rights and interests in the CityCenter project. In order to maintain the equity optionality, Fitch believes Kerkorian has strong incentive to exhaust all options before a potential bankruptcy filing. While that incentive supports the possibility of an equity infusion, it also provides strong support for attempting a CDE, which would also be a positive outcome from the banks' perspective. But a CDE may be difficult to execute because Fitch believes that unsecured bondholders have solid recovery prospects under the current capital structure, which may provide bondholders some incentive to reject an inadequate CDE. However, unsecured debt recovery would be affected by MGM providing collateral to lenders as part of the restructuring, which is a likely scenario in Fitch's view. In exchange for the short-term covenant waiver, MGM's credit agreement amendment gives the banks notably more control regarding potential outcomes, as it provides for: -- The repayment of $300 million of outstanding borrowings under the credit facility -- the consent of lenders is now required to draw down those funds; -- A 100-basis point interest rate increase on outstanding borrowings; -- A prohibition on repurchasing debt or selling assets without lender consent; -- A restriction on MGM's CityCenter equity contributions if Dubai World's subsidiary does not make its required contribution - Given the lawsuit filed by Infinity World, continued equity contributions to CityCenter are in serious doubt; -- An allowance of MGM's CityCenter required equity contributions only through May 15, 2009. Positively, MGM did not exchange any collateral for the amendment, which is likely to be used in future negotiations with its lenders, in Fitch's view. Although it is unclear exactly how much secured debt capacity is available, it is widely assumed that there is at least $2 billion available based on the Net Tangible Asset carveout, which is 5% in the credit facility but 15% in the bonds. Fitch continues to estimate superior recovery in the 71-90% range for the New York-New York secured notes, which results in 'CCC/RR2' rating, or a 2-notch positive differential from MGM's 'C' IDR, based on the current capital structure. The secured notes share equally and ratably in additional secured collateral, so recovery prospects could improve if additional secured collateral is granted. Fitch continues to estimate good recovery in the 51%-70% range for MGM's unsecured debt, which results in the 'CC/RR3' rating, or a 1-notch positive differential from MGM's 'C' IDR, based on the current capital structure. However, Fitch's estimated recovery is at the low end of this range, and actual recovery could be affected meaningfully, depending on the amount of collateral MGM may grant to lenders. Fitch continues to estimate poor recovery in the 0%-10% range for MGM's subordinated debt, resulting in the 'C/RR6' rating, or a 1- notch negative differential from MGM's 'CC' IDR. The 'C' rating is the lowest rating before default ratings of 'RD' and 'D'. MMC PRECISION: Files for Chapter 11 Bankruptcy Protection --------------------------------------------------------- Court documents say that MMC Precision Holdings has filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the District of Delaware. According to court documents, MMC Precision has $100 million to $500 million in liabilities and $50 million to $100 million in assets. The court documents say that MMC Precision is seeking a buyer for the business. MMC Precision, Reuters relates, said that the recession had reduced its sales by a third this year over 2008. The Company also blamed its collapse on tight credit markets. Reuters reports that MMC Precision is seeking the court approval for $20 million in bankruptcy funding from its lenders to be used in its restructuring and auction. According to Reuters, MMC Precision said that it hadn't made quarterly interest payments on some of its debt since 2007. MMC Precision Holdings, fka Morton Industrial Group Inc., supplies Caterpillar Inc. and Deere & Co. with engineered metal products. MORTON INDUSTRIAL: Has Secured Lenders' Support for Ch. 11 Process ------------------------------------------------------------------ Morton Industrial Group, Inc. and certain of its affiliates have commenced proceedings under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the District of Delaware. In connection with the filing, the Company confirmed it will work toward obtaining approval from the Bankruptcy Court for a sale of its operations. According to Bloomberg's Bill Rochelle, Morton has a $20 million secured credit for the reorganization supplied by National City Bank, as agent for the pre-bankruptcy lenders. The Debtor has obtained approval of the loan on an interim basis, according to the court docket. The Company hopes to sign a buyer to a contract for the sale of the business before April. The sale will be subject to competitive bidding through an auction. Bill Rochelle said Morton has five plants that generated $208 million in sales during 2008, but resulted to a loss of $6.7 million. According to the Company press release, the bankruptcy filing will relieve Morton's strong underlying operations from significant debt obligations and augment operational cost reductions already underway. Morton's debt, according to Bloomberg, includes $14.4 million on a secured revolving credit, $33.3 million on a secured term loan, and $27.4 million on subordinated notes. Another $14.8 million is owing to trade suppliers. The Company emphasized that it will continue to keep operating smoothly and continue to deliver products to customers. Morton says it is currently facing significant challenges including the dramatic decline in production volumes resulting from an overall market demand for steel products. Like many of its competitors, Morton faced challenges due to the economic conditions coupled with the lack of available credit in the markets. Morton believes it reached the best solution for the company given the continued deterioration in the markets. The company continues to work with its suppliers and Customers to ensure continuity of operations and their continued satisfaction. Morton intends to conduct business as usual as it looks for a strategic partner to acquire its assets and plans for the company to emerge stronger and more profitable as a result of this process. About Morton Industrial Morton Industrial Group Inc. is a metal fabricating company in the United States, providing a wide range of prestigious large, industrial engineered components and materials to Original Equipment Manufacturers that serve the Agricultural, Construction and Commercial Equipment industries. Morton is headquartered in Morton, IL. MORTON INDUSTRIAL: Case Summary & 17 Largest Unsecured Creditors ---------------------------------------------------------------- Debtor: MMC Precision Holdings Corp. 1021 W. Birchwood Street Morton, IL 61550 Bankruptcy Case No.: 09-10998 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Morton Industrial Group, Inc. 09-10999 Morton Metalcraft Co. 09-11000 B & W Metal Fabricators, Inc. 09-11001 Morton Technical Services, Inc. 09-11002 Morton Metalcraft Co. of North Carolina 09-11003 Morton Metalcraft Co. of Pennsylvania 09-11004 Morton Metalcraft Co. of South Carolina 09-11005 Type of Business: The Debtors are contract metal fabricators serving an array of Original Equipment Manufacturers. The Debtors operate five manufacturing facilities located in the Midwestern and Southeastern United States. The Debtors' customers are Caterpillar Inc., Deere & Co., JLG Industries, Inc., Hallmark Cards, Kubota Manufacturing of America and Winnebago Industries, Inc. See http://www.mortongroup.com/ Chapter 11 Petition Date: March 22, 2009 Court: District of Delaware (Delaware) Judge: Brendan Linehan Shannon Debtors' Counsel: Paul, Hastings, Janofsky & Walker LLP Co-Counsel: Paul N. Heath, Esq. heath@rlf.com Richards, Layton & Finger PA One Rodney Square P.O. Box 551 Wilmington, DE 19899 Tel: (302) 651-7700 Fax: (302) 651-7701 Restructuring Advisors: AlixPartners, LLP Claims, Noticing and Balloting Agent: Kurtzman Carson Consultants LLC Estimated Assets: $50 million to $100 million Estimated Debts: $100 million to $500 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Tower Square Capital Partners subordination and $2,2140,664 II LP intercreditor c/o Babson Capital Management agreement LLC Attn: Sandra J. Delcolle 470 Atlantic Ave, 9th Floor Boston, MA 02210 Massmutual Corporate subordination and $4,433,817 Investors LLC intercreditor c/o Babson Capital Management agreement LLC Attn: Sandra J. Delcolle 470 Atlantic Ave, 9th Floor Boston, MA 02210 J.D. & Company Steel trade debt $3,989,184 Program 3400 80th Street Moline, IL 61265 Feralloy Corporation trade debt $722,807 8755 Whiggins Road, Suite 970 Chicago, IL 60631 Ryerson-Charlotte trade debt $526,918 4400 Peachtree Industrial Blvd. Norcross, GA 30071 Caterpillar Steel Program trade debt $482,972 Hagerty Steel and Aluminum trade debt $344,836 Praxair trade debt $271,240 Chicago Tube & Iron trade debt $212,566 Illinois Weld & Machine trade debt $173,672 Valspar Corp. trade debt $140,334 Arlington Metals Corp. trade debt $137,052 Meridian IT Inc. trade debt $125,183 Machine & Welding Supply trade debt $124,042 Uniparts Olsen Inc. trade debt $119,790 Detroit Street Properties LLC trade debt $112,799 T & D Metal Products LLC trade debt $108,663 The petition was signed by Frank C. Lukacs, president and chief executive officer. N. AMERICAN SCIENTIFIC: Reports $2.6 Million Net Loss for Q1 2009 ----------------------------------------------------------------- North American Scientific, Inc. (Nasdaq: NASM), operating as NAS Medical, announced financial results for its fiscal quarter ended January 31, 2009. For the first quarter of fiscal 2009, the Company reported a net loss from continuing operations of $2.2 million, compared to the net loss from continuing operations for the first quarter of the prior fiscal year of $4.3 million. Continuing operations exclude the discontinued operations of the NOMOS Radiation Oncology business sold in September 2007, the sale of our Non-Therapeutic product line completed in September 2008 and the sale of the Prostate Brachytherapy business expected to close in April 2009. On March 11, 2009, in response to the Company's current financial condition, current business prospects, and to effect other arrangements surrounding the sale of its Prostate Brachytherapy Product Line, the Company's wholly owned subsidiary, North American Scientific, Inc., a California corporation, filed voluntary petitions in the United States Bankruptcy Court for the Central District of California under Chapter 11 of the U.S. Bankruptcy Code. For the first quarter of fiscal 2009, the Company reported a net loss of $2.6 million, compared to the net loss for the first quarter of the prior fiscal year of $4.3 million. At the end of the first quarter of fiscal 2009, the Company had $2.1 million in cash and cash equivalents, compared with $2.3 million at the end of the first quarter for fiscal year 2008. Through the first quarter of fiscal 2009, the Company used $2.4 million cash to fund continuing operations, compared with $2.9 million in the first quarter of the prior year. As of January 31, 2009, the Company had $2.5 million in interest-bearing debt outstanding. The Company's independent registered public accounting firm's report on the company's financial statements for the fiscal year ended October 31, 2008, included a going concern qualification. The Company's expectation is that both the Prostate Brachytherapy business and ClearPath assets will be sold through the Chapter 11 process and that they will continue to be operated by the buyers. With the sale of both product lines, the Company will be left with no operating assets and may not be able to pay all its creditors in full from the proceeds from such sales. The Company had $7.2 million in total assets, $6.4 million in total current liabilities and $472,000 in long-term severance liability as of January 31, 2009. About North American Scientific North American Scientific, Inc. -- http://www.nasmedical.com/-- operating under the name NAS Medical, is a leader in applying radiation therapy in the fight against cancer. Its innovative products provide physicians with tools for the treatment of various types of cancers. North American Scientific filed for bankruptcy on March 11, 2009 (Bank. C.D. Calif. Case No. 09-12675). Judge Maureen Tighe presides over the case. Marc J. Winthrop, Esq., at Winthrop Couchot Professional Corporation, in Newport Beach, California, serves as bankruptcy counsel. N. AMERICAN WIRE: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: North American Wire, LLC 629 East Butler Road Butler, PA 16002 Bankruptcy Case No.: 09-21734 Debtor-affiliates filing separate Chapter 11 petitions: Entity Case No. ------ -------- SB Wire, LP 09-21735 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Lyndall J. Huggler, Esq. Blumling & Gusky, LLP 1200 Koppers Building Pittsburgh, PA 15219 Tel: (412) 227-2500 Email: lhuggler@blumlinggusky.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/pawb09-21734.pdf The petition was signed by Luigi Sorichetti, president of the Company. NEW YORK TIMES: To Sell Times Daily to Tennessee Valley Printing ---------------------------------------------------------------- The New York Times Company has entered into an agreement to sell the TimesDaily and TimesDaily.com in Florence, Alabama, to the Tennessee Valley Printing Company, Inc., which publishes The Decatur Daily in Decatur, Alabama, and is owned by the Shelton Family. The TimesDaily, which is part of the Company's Regional Media Group, has daily circulation of 27,785 and Sunday circulation of 29,171. "The TimesDaily is an outstanding newspaper with very talented employees," said Janet L. Robinson, president and CEO of The New York Times Company. "The Shelton family knows Florence well and values the role the TimesDaily plays in the community." The Decatur Daily's general manager, Clint Shelton, said, "We are confident this transaction will strengthen both newspapers through the synergies that we will achieve. The long traditions of both newspapers of providing leadership in The Tennessee Valley will continue." The terms of the agreement were not disclosed. Most Times Daily workers will keep their jobs. Robert MacMillan at Reuters relates that The Times Co. told the paper's publisher, executive editor, advertising director, and circulation manager that the workers wouldn't keep their jobs under the new ownership, and has offered them severance packages. Reuters relates that The Times Co. will also sell its share of its headquarters building and has laid off staff at the About.com Web site, to save money as ad revenue falls due to the recession and as more people go online to get news for free. Russell Adams at The Wall Street Journal reports that The Times Co. has appointed Vice Chairperson Michael Golden to the additional post of president and chief operating officer of the Regional Media Group, which has 15 small to midsize dailies, mostly in the Southeast, including the TimesDaily. About The New York Times The New York Times Co., a leading media company with 2008 revenues of $2.9 billion, includes The New York Times, the International Herald Tribune, The Boston Globe, 16 other daily newspapers, WQXR- FM and more than 50 Web sites, including NYTimes.com, Boston.com and About.com. The company was founded in 1896. * * * As reported in the Troubled Company Reporter on Dec. 4, 2008, the NY Times cut its quarterly dividend by 74%, as part of an effort to conserve cash. The NY Times said that it took steps to lower debt and increase liquidity, including reevaluating its assets. The NY Times has laid off employees, merged sections of the NY Times and Globe to reduce printing costs, and consolidated New York area printing plants this year. As reported by the TCR on January 26, 2009, Moody's Investors Service downgraded The New York Times Company's senior unsecured rating to Ba3 from Baa3, the commercial paper rating to Not Prime from Prime-3, and assigned the company a Ba3 Corporate Family Rating, Ba3 Probability of Default Rating, and SGL-3 speculative- grade liquidity rating. The commercial paper rating will be withdrawn. The rating actions conclude the review for downgrade initiated on October 23, 2008. The rating outlook is negative. The TCR said January 22 that Standard & Poor's Ratings Services indicated its rating and outlook on The New York Times Co. (BB- /Negative/--) are not affected by the company's announcement of a private financing agreement with Banco Inbursa and Inmobiliaria Carso for an aggregate amount of $250 million -- $125 million each -- in senior unsecured notes due 2015 with detachable warrants. The senior unsecured notes have a coupon of 14.053%, of which the company may elect to pay 3% in kind, and will rank equally and ratably on a senior unsecured basis with all senior unsecured obligations of the company. Carlos Slim Helu and members of his family own Inmobiliaria Carso (which currently holds 6.9% of the company's class A shares) and are the main shareholders of Grupo Financiero Inbursa S.A B. de C.V., which is the parent company of Banco Inbursa. The New York Times had said proceeds would be used to pay down existing debt, including its $400 million revolver due May 2009 (under which a modest amount is currently outstanding). NORTHEAST BIOFUELS: To Hold Auction for Ethanol Plant on April 27 ----------------------------------------------------------------- Northeast Biofuels L.P. will hold an auction on March 27 for its almost-completed ethanol plant in Fulton, New York. The Debtor has not yet signed a contract with a buyer, and is conducting an auction "to learn whether anyone is willing to buy the facility," according to Bloomberg's Bill Rochelle. Bill Rochelle said that if there is no acceptable bid, the secured lenders were given the ability by the bankruptcy judge to make a motion on short notice for conversion of the Chapter 11 case to a liquidation in Chapter 7. Bids are due April 21 and a sale hearing will be conducted on April 29, if a buyer emerges. Lenders are allowed to submit credit bids. Mr. Rochelle said that the Company has given up the idea of locating debtor-in-possession financing for its Chapter 11 case. About Northeast Biofuels Headquartered in Fulton, New York, Northeast Biofuels LP aka Northeast Biofuels LLC -- http://www.northeastbiofuels.com-- Operate as ethanol plants. The company and two of its affiliates filed for Chapter 11 protection on January 14, 2009 (Bankr. N.D. N.Y. Lead Case No. 09-30057). Jeffrey A. Dove, Esq., at Menter, Rudin & Trivelpiece, P.C., represents the Debtors in their restructuring efforts. Blank Rome LLP will serve as the Debtors' counsel. The Debtors proposed FTI Consulting Inc. as their financial advisor. When the Debtors filed for protection from their creditors, they listed assets and debt between $100 million to $500 million each. ORLEANS HOMEBUILDERS: Pens Employment Agreement with COO Vasey -------------------------------------------------------------- Orleans Homebuilders Inc. has embodied the terms of an At-Will agreement it entered into in December 10, 2008, with the Company's Chief Operating Officer Michael T. Vasey, into a written Employment Agreement, effective March 10. Mr. Vasey will be subject to the supervision of the Chairman of the Board and Chief Executive Officer and the Board of Directors as written under the Employment and Non-Competition and Confidentiality Agreement. Mr. Vesey's base salary will be $535,000, his base salary before approval of the terms of the At-Will Agreement. This will be reviewed no less often than annually and may be adjusted upward or, with the consent of Mr. Vesey, downward. Mr. Vesey will be eligible to continue his participation in the Orleans Homebuilders, Inc. Incentive Compensation Plan, which presently provides for the payment of an annual incentive bonus to Mr. Vesey equal to 1.5% of the Company's net pre-tax profit for the applicable fiscal year. Mr. Vesey will also remain eligible to receive additional bonuses at the Company's discretion. Consistent with Mr. Vesey's employment arrangements prior to the approval of the At-Will Agreement, Mr. Vesey will continue to be eligible to participate in the Company's group insurance plan, health plan, SERP, Compensation Deferral Plan and 401(k) plan, as well as other similar plans to the extent and upon terms offered to the Company's other senior executive officers. He will also be eligible for four weeks of vacation per year and business expense reimbursement and is also entitled to receive a monthly transportation allowance of $730. The full-text copy of the Employment Agreement between Orleans and Mr. Vasey is available for free at: http://ResearchArchives.com/t/s?3a88 A full-text copy of the Non-Competition and Confidentiality agreement is available without charge at: http://ResearchArchives.com/t/s?3a89 Orleans Homebuilders, Inc. -- http://www.orleanshomes.com-- develops, builds and markets high-quality single-family homes, townhouses and condominiums. It has operations in Southeastern Pennsylvania; Central and Southern New Jersey; Orange County, New York; Charlotte, Raleigh and Greensboro, North Carolina; Richmond and Tidewater, Virginia; Chicago, Illinois; and Orlando, Florida. The Company's Charlotte, North Carolina operations also include adjacent counties in South Carolina. On February 11, 2009, Orleans Homebuilders, Inc. (AMEX: OHB) reported that it and its lenders have entered into the First Amendment to its Second Amended and Restated Credit Loan Agreement and First Amendment to Security Agreement, effective immediately. Among other things, the Amendment immediately improves the borrowing base availability calculation by decreasing certain borrowing base category limitations. The Troubled Company Reporter reported on February 2, 2009, Orleans Homebuilders, Inc., received a limited waiver from its lenders under the Company's Second Amended and Restated Revolving Credit Line Agreement. The effect of this waiver is to provide a period during which certain covenants in the Credit Facility are waived through and including February 6, 2009, which includes a waiver of a breach of a covenant related to the Company's outstanding borrowings exceeding its then available borrowing base. PARENT CO: Unsecured Creditors Settle with Lender D.E. Shaw ----------------------------------------------------------- The official committee of unsecured creditors of Parent Co. reached a settlement with the Company's lender, D.E. Shaw & Co., under which the lender has agreed to pay cash for unsecured creditors. In exchange, the committee has agreed to waive any claims against D.E. Shaw. According to Bloomberg's Bill Rochelle, the case was on the verge of conversion to Chapter 7 without the settlement. He says that after Parent Co.'s assets were sold, D.E. Shaw cut off financing, and the Company responded by filing a motion with the U.S. Bankruptcy Court for the District of Delaware for conversion of the Chapter 11 case to liquidation under Chapter 7. Not willing to give up, the Creditors Committee in February filed a motion for authority to sue Shaw for fraud, breach of fiduciary duty, and equitable subordination. Pursuant to the Settlement, the Company will receive $1.75 million cash from Shaw that will enable the payment of expenses and supply what the papers say otherwise would be "an uncertain recovery to unsecured creditors," Bloomberg said. According to a TCR report on February 18, the Parent Co. was authorized by the Court to sell its trademarks, trade names and Web sites to Toys "R" Us Inc. for $2.15 million, and other assets to another buyer for $738,000. About The Parent Company Headquartered in Denver, Colorado The Parent Company -- http://www.etoys.com-- sells toys and children's products through its websites. Debtor-affiliate Parent Company is publicly traded on the NASDAQ under the ticker symbol KIDS. The Debtors lease two distribution centers in Blairs, Virginia, which holds inventory and ship products, and Ringgold, Virginia, which is used primarily for ship-alone items off-site storage. The company and eight of its affiliates filed for Chapter 11 protection on December 28, 2008 (Bankr. D. Del. Lead Case No. 08-13412). Laura Davis Jones, Esq., and Michael Seidl, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors. The Debtors proposed Clear Thinking Group LLC as financial advisor; Omni Management Group LLC as claims agent; and Gibson & Rechan LLC as chief restructuring officer. When the Debtors filed for protection from their creditors, they listed $20,633,447 in total assets and $35,722,280 in total debts. PEGASUS SOLUTIONS: Moody's Withdraws Ratings on Business Reasons ---------------------------------------------------------------- Moody's Investors Service has withdrawn all ratings on Pegasus Solutions Inc. for business reasons. These ratings were withdrawn: -- $10 million senior secured revolver due 2012, B1 (LGD2, 18%) -- $56 million senior secured term loan B due 2013, B1 (LGD2, 18%) -- $30 million senior secured delayed draw term loan due 2013, B1 (LGD2, 18%) -- $105 million senior unsecured notes due 2015, Caa2 (LGD5, 74%) -- Corporate Family Rating, Caa1 -- Probability of Default Rating, Caa1 The previous rating action occurred on January 22, 2009 when Moody's changed Pegasus' outlook to negative. Pegasus Solutions, Inc., is a provider of technology and services to hotel and travel distributors. Its services include central reservation systems; distribution services that link hotel CRS's to travel agent systems and travel websites; third-party hotel marketing services; and commission processing services for hotels, travel agents and travel websites. The company is headquartered in Dallas, Texas and reported revenues of $164 million in the twelve months ended September 30, 2008. PEREGRINE SYSTEMS: Court Snubs Former Shareholders' Fraud Lawsuit ----------------------------------------------------------------- Kenneth Ofgang at Metropolitan News reports that the Fourth District Court of Appeal has ruled that fraud accusations by former shareholders in Peregrine Systems, Inc., lack sufficient evidence to go to trial. Metropolitan News states that the lawsuit was filed by a group led by Houston, Texas businessman Robert Reese Bains III. Mr. Bains, Metropolitan News relates, said that he lost $6.5 million on his investment in Peregrine Systems. According to Metropolitan News relates that the former shareholders claimed that the majority shareholder and two other directors knew about the massive accounting fraud before Peregrine Systems' bankruptcy filing. Metropolitan News relates that John Moores was chairperson of the board and owned or controlled a majority of Peregrine Systems' shares when it went public in 1997. Mr. Moores, according to the report, had sold more than $600 million worth of Peregrine Systems' stock by the time the accounting problems were revealed in 2002. Many executives, including a former chief executive officer and a former chief financial officer, were sent to prison, the report states. The report says that Mr. Moores was never charged with a crime and has claimed that he was duped by those executives. About Peregrine Systems Headquartered in San Diego, Calif., Peregrine Systems, Inc. -- http://www.peregrine.com/-- was a global provider of enterprise software to enable leading companies to optimally manage the IT infrastructure. The Company's flagship product suites -- ServiceCenter(R) and AssetCenter(R) -- create a foundation for IT asset and service management solutions based on industry best practices, including ITIL (IT Infrastructure Library). In addition, customers used Peregrine's Configuration Services suite to gain an accurate, consolidated view of their IT assets. Peregrine recently introduced a new vision -- Optimal IT -- to deliver predictive analytics and decision modeling to optimize IT performance. The Company conducted business from offices in the Americas, Europe and Asia Pacific. The Company filed a voluntary Chapter 11 petition on Sept. 22, 2002. On Aug. 7, 2003, Peregrine became the first public enterprise software company to successfully restructure under Chapter 11 protection, shedding about $537 million of debt. In September 2005, Hewlett-Packard Co. (NYSE:HPQ; Nasdaq:HPQ) and Peregrine Systems signed a definitive agreement pursuant to which HP would acquire Peregrine in a cash merger for $26.08 per share representing an aggregate equity value of $425 million. That same year, Peregrine settled with the U.S. Securities and Exchange Commission after restating $509 million in revenue. PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding ----------------------------------------------------------------- Plaza Management Overseas SA filed a Chapter 15 petition in the U.S. Bankruptcy Court for the District of New Jersey. Bloomberg's Bill Rochelle said Plaza Management filed for bankruptcy to protect $860 million in loans and investment from Credit Suisse Strategic Partners. The Bankruptcy Court has issued a temporary order barring any actions against the Debtor until March 30, when the Court is scheduled to hold another hearing. According to Bloomberg, Plaza Management filed for protection from creditors on March 13 in the High Court of Justice in the British Virgin Islands where it says it's based. In its Chapter 15 petition, Plaza Management is asking the New Jersey Court to recognize the court in the Caribbean as having the "foreign main proceeding." If the petition is approved, Credit Suisse and other creditors will be barred from pursuing their claims in the U.S. Plaza Management says Credit Suisse "compelled" it to make investments in "poorly performing funds," Bill Rochelle reported. The Company, according to the same report, also contends that former counsel mistakenly pledged the investments to Credit Suisse. Credit Suisse invested $751 million. Plaza Management Overseas SA is a family-owned manager of investment portfolios. It filed for Chapter 16 protection on March 18 (Bankr. D. N.J., Case No. 09-16545). PRODIGY HEALTH: Moody's Affirms 'B2' Corporate Family Rating ------------------------------------------------------------ Moody's Investors Service has affirmed the B2 corporate family rating of Prodigy Health Group, Inc. The rating agency also affirmed the B2 senior secured rating of Prodigy's secured 1st lien credit facility ($171 million term loan and $20 million revolver), and the Caa1 senior secured rating of Prodigy's $75 million 2nd lien secured credit facility. The outlook on the ratings remains stable. According to Moody's, the B2 corporate family rating reflects the company's high financial leverage (debt to EBITDA of 5.5x as of December 31, 2008, where debt includes operating leases), low coverage ratio (EBITDA interest coverage of approximately 2.0x as of December 31, 2008), and negative after-tax earnings over the last few years. These credit negatives are somewhat offset by the company's strong and consistent operating margins and its position as the largest privately held health plan manager, with a national geographic base, over one million members, and projected annual fee revenue of over $200 million for 2009. The rating agency noted that Prodigy has been very acquisitive over the last few years, including the purchase of several small TPA's and medical management companies during 2008. These acquisitions, while increasing revenue and EBITDA, also add integration risks. The rating agency stated that the ratings could move up if debt to EBITDA is reduced to at least 3.5x, EBITDA interest coverage is at least 3.5x, and the overall company achieves annual organic growth of at least 3.5% while maintaining current earnings margin levels. However, if the company becomes involved in another large acquisition involving additional debt, if EBITDA interest coverage falls below 1.0x , if free cash flow to debt is below 2.5%, or if there is an annual decline in revenue of 10% or greater, then the ratings could be moved down. These ratings were affirmed with a stable outlook: * Prodigy Health Group, Inc. -- corporate family rating of B2; 1st lien senior secured debt rating of B2; 2nd lien senior secured debt rating of Caa1. Prodigy Health Group, Inc., a health services holding company that provides self -- funded health plan administration to employers, claims processing to managed care companies, and medical management to health plan payers, is headquartered in Westport, Connecticut. As of December 31, 2008, the company reported shareholders' equity of $51 million. Total revenue for calendar year 2008 was $188 million. The last rating action was on October 27, 2006, when the ratings were assigned. Moody's corporate family rating is an opinion of a corporate family's ability to honor all of its financial obligations and is assigned to a corporate family as if it had a single class of debt and a single consolidated legal entity structure. PLAZA MANAGEMENT: Wants Caribbean Court as Main Bankr. Proceeding ----------------------------------------------------------------- Plaza Management Overseas SA filed a Chapter 15 petition in the U.S. Bankruptcy Court for the District of New Jersey. Bloomberg's Bill Rochelle said Plaza Management filed for bankruptcy to protect $860 million in loans and investment from Credit Suisse Strategic Partners. The Bankruptcy Court has issued a temporary order barring any actions against the Debtor until March 30, when the Court is scheduled to hold another hearing. According to Bloomberg, Plaza Management filed for protection from creditors on March 13 in the High Court of Justice in the British Virgin Islands where it says it's based. In its Chapter 15 petition, Plaza Management is asking the New Jersey Court to recognize the court in the Caribbean as having the "foreign main proceeding." If the petition is approved, Credit Suisse and other creditors will be barred from pursuing their claims in the U.S. Plaza Management says Credit Suisse "compelled" it to make investments in "poorly performing funds," Bill Rochelle reported. The Company, according to the same report, also contends that former counsel mistakenly pledged the investments to Credit Suisse. Credit Suisse invested $751 million. Plaza Management Overseas SA is a family-owned manager of investment portfolios. It filed for Chapter 16 protection on March 18 (Bankr. D. N.J., Case No. 09-16545). PURADYN FILTER: Increases Authorized Shares to 50,000,000 --------------------------------------------------------- Puradyn Filter Technologies Incorporated on March 5, 2009, filed a Certificate of Amendment to increase the number of authorized shares of its common stock from 40,000,000 shares to 50,000,000 shares effective close of business on March 25, 2009. The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 50,500,000 of which 50,000,000 are to be shares of Common Stock, $0.001 par value per share, and of which 500,000 are to be shares of Preferred Stock, $0.001 par value per share. The shares may be issued by the Corporation from time to time as approved by the Board of Directors of the Corporation without the approval of the stockholders. The Certificate of Amendment were adopted the Board of Directors on January 30, 2009, and by the holders of a majority of the outstanding common stock by the written consent dated March 4, 2009. Upon filing to the Certificate of Incorporation the Company did not indicate a change in par value of the common stock. A full-text copy of the Certificate of Amendment is available for free at: http://ResearchArchives.com/t/s?3a74 About Puradyn Filter Based in Boynton Beach, Florida, Puradyn Filter Technologies Inc. (OTC BB: PFTI) -- http://www.puradyn.com/-- designs, manufactures and markets the PURADYN(R) Oil Filtration System, a bypass oil filtration product. Going Concern Doubt Webb and Company, P.A., in Boynton Beach, Florida, expressed substantial doubt about Puradyn Filter Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm related that the company "has suffered recurring losses from operations, its total liabilities exceed its total assets, and it has relied on cash inflows from an institutional investor and current stockholder." REDDY ICE: Says Execs Established Pre-arranged Stock Trading Plans ------------------------------------------------------------------ Reddy Ice Holdings, Inc., on March 16 announced that certain of the Company's officers, including Gilbert M. Cassagne, the Company's President and Chief Executive Officer; Steven J. Janusek, the Company's Executive Vice President, Chief Financial Officer and Secretary; and Paul D. Smith, the Company's Executive Vice President and Chief Operating Officer, have established pre- arranged personal stock trading plans, or amended their pre- existing pre-arranged personal stock trading plans, in each case to purchase shares of the Company's common stock. According to the Company, these plans may have the effect of spreading stock trades over an extended period of time, thereby reducing market impact. The stock trading plans of Messrs. Cassagne and Janusek will terminate on December 31, 2009; the stock trading plan of Mr. Smith will terminate on September 16, 2009. Purchases of shares pursuant to the stock trading plans will be reported through Form 4 filings with the Securities and Exchange Commission. Except as may be required by law, the company does not report stock trading plans by other company officers or directors, or modifications, transactions or other activities under any previously announced plan. Based in Dallas, Texas, Reddy Ice Holdings, Inc., and its wholly- owned subsidiary, Reddy Ice Corporation, manufacture and distribute packaged ice products. The Company is the largest manufacturer of packaged ice products in the United States and serves roughly 82,000 customer locations in 31 states and the District of Columbia. The Company entered into an Agreement and Plan of Merger, dated as of July 2, 2007, with certain affiliates of GSO Capital Partners LP. The Merger Agreement provided for the acquisition of the Company's outstanding common stock for a cash purchase price of $31.25 per share. The Company's stockholders approved the transaction at a special stockholder meeting on October 12, 2007. On January 31, 2008, the Company reached an agreement with affiliates of GSO to terminate the Merger Agreement. A settlement agreement was entered into which released all parties from any claims related to the contemplated acquisition and provided for a $21 million termination fee to be paid by GSO. The Company agreed to pay up to $4 million of fees and expenses incurred by GSO and its third-party consultants in connection with the transaction. The Company received a net payment of $17 million on February 5, 2008. During the nine months ended September 30, 2008, the Company incurred $900,000 of other expenses in connection with the transaction and the related stockholder litigation. No expenses were incurred during the three months ended September 30, 2008. As of September 30, 2008, Reddy Ice had $472.3 million in total assets, and $39.1 million in current liabilities, $389.2 million in long-term obligations, and $30.5 million in commitments and other contingencies. As of September 30, 2008, Reddy Ice had $209.1 million in accumulated deficit and $780,000 in accumulated other comprehensive losses. The company reported a net loss of $112.9 million during the three months ended September 30. * * * In March 2008, the Company was served by the Office of the Attorney General of the State of Florida with an antitrust civil investigative demand requesting the production of documents and information relating to an investigation of agreements in restraint of trade or price-fixing with respect to the pricing or market allocation of packaged ice. In June 2008, the Company received a civil investigative demand from the Office of the Attorney General of the State of Arizona. The Company has been advised that the Florida CID and the Arizona CID were issued as part of a multi-state antitrust investigation of the packaged ice industry and that the Attorneys General of 19 states and the District of Columbia are participating in the multi-state investigation. The Company believes the states' investigation is related to the ongoing investigation of the packaged ice industry by the Antitrust Division of the Department of Justice. The Company is cooperating with the authorities in these investigations and expects to continue to make available documents and other information in response to the subpoena and the civil investigative demands. At this time the Company is unable to predict the outcome of these investigations or any potential effect they may have on the Company, its employees or operations. In March 2008, the Company's Board of Directors formed a special committee of independent directors to conduct an internal investigation of these matters. In October 2008, Reddy Ice received notice that the Securities and Exchange Commission has initiated an informal inquiry into matters that are the subject of the ongoing investigation by the special committee. The Company has said it intends to cooperate with the SEC's informal inquiry. As reported in the Troubled Company Reporter on Aug. 20, 2008, Moody's Investors Service downgraded the Corporate Family Rating and Probability of Default Rating of Reddy Ice Holdings, Inc. to B2 from B1 and assigned an SGL-3 speculative grade liquidity rating. Moody's concurrently lowered the ratings on the $300 million senior secured credit facility and senior discount notes by one notch. Moody's said the rating outlook is negative. As reported in the Troubled Company Reporter on Aug. 20, 2008, Standard & Poor's Ratings Services revised its outlook on Dallas, Texas-based Reddy Ice Holdings Inc. and its wholly owned operating subsidiary, Reddy Ice Corp. (Reddy Ice) to negative from stable. At the same time, S&P affirmed all of its ratings on the company, including the 'B+' corporate credit rating. As of June 30, 2008, Reddy Ice had about $438 million in adjusted debt. ROBIN ASSOCIATES: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Robin Associates, LLC 457 State Street Beaver, PA 15009 Bankruptcy Case No.: 09-21717 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Western District of Pennsylvania (Pittsburgh) Debtor's Counsel: Edgardo D. Santillan, Esq. Santillan & Associates,P.C. 650 Corporation Street, Ste. 304 Beaver, PA 15009 Tel: (724) 770-1040 Email: edscourt@debtlaw.com Estimated Assets: $0 to $50,000 Estimated Debts: $1,000,001 to $10,000,000 The Debtor's Largest Unsecured Creditor: Entity Nature of Claim Claim Amount ------ --------------- ------------ GECMC 2007-C1 Steubenville Pike $5,282,636 Limited Partnership c/o LNR Partners, Inc. Miami, FL 33130 The petition was signed by Werner Staaf, president of the Company. SEARS HOLDINGS: Moody's Downgrades Corp. Family Rating to 'Ba2' --------------------------------------------------------------- Moody's Investors Service downgraded to Ba2 from Ba1 the corporate family and probability of default ratings for Sears Holdings, Inc. Moody's also downgraded the company's speculative grade liquidity rating to SGL-2 from SGL-1. The outlook is stable. These rating actions conclude the review for possible downgrade initiated on December 8, 2008. The downgrade is based primarily on the continuing decline in Sears' operating performance which has caused leverage and interest coverage to deteriorate to levels representative of the Ba2 rating category. "Sears remains challenged in certain product segments, with the macroeconomic downturn impacting even its traditionally solid hardlines business," stated Moody's Senior Analyst Charlie O'Shea. Sears' Ba2 rating considers its formidable position in hardlines and the related service segments, led by its proprietary market- leading Kenmore and Craftsman brands. The rating also considers its respectable positions in home electronics and the grocery and consumables segments, and its 73% stake in Sears Canada, which has been a consistently solid performing operation. Negative factors impacting the rating include its continuing weak apparel business (except for Lands' End), its very weak operating margins, and its historically shareholder-friendly financial policy. The stable outlook considers Sears' credit metrics, which are largely representative of the Ba2 rating category. The outlook also considers the overall strength of Sears' hardlines brands and the support they typically provide to the struggling soft lines business. The downgrade to SGL-2 of the speculative grade liquidity rating results primarily from the upcoming March 2010 maturity of the $4 billion asset-backed revolving credit facility, which occurs within the forecasted SGL period. Sears still maintains good liquidity, with healthy cash balances. Moody's expects that it will be able to fund virtually all of its cash flow requirements from internal sources, with only minimal borrowings under the $4 billion revolver. Ratings downgraded include these: Sears Holdings Corporation -- Corporate family rating to Ba2 from Ba1; -- Probability of default rating to Ba2 from Ba1; -- $4 billion senior secured revolving credit facility to Ba1 (LGD3, 32%) from Baa3 (LGD2, 28%), and -- Speculative grade liquidity rating to SGL-2 from SGL-1. Sears, Roebuck and Co. -- Issuer rating to Ba2 from Ba1. Sears Roebuck Acceptance Corp. -- 5.2% to 7.5% medium term notes due 2008 to 2013 to Ba3 (LGD5, 76%) from Ba2 (LGD5, 74%); -- 6.25% to 7.5% notes due 2008 to 2043 to Ba3 (LGD5, 76%) from Ba2 (LGD5, 74%), and -- Debentures and bonds to Ba3 from Ba2. Sears DC Corp. -- 9.07% to 9.2% medium term notes due 2012 to B1 (LGD6, 97%) from Ba2 (LGD6, 97%). The last rating action for Sears Holdings was the December 8, 2008 placement of the ratings on review for possible downgrade. Sears Holdings, Inc., headquartered in Hoffman Estates, Illinois, is a leading home improvement and apparel retailer, with annual revenues of around $46 billion SEMGROUP ENERGY: Lenders Extend Forbearance Until April 8 --------------------------------------------------------- SemGroup Energy Partners, L.P., said that on March 18, 2009, the Company and the requisite Lenders entered into a Third Amendment to Forbearance Agreement and Amendment to Credit Agreement, dated as of March 17, 2009. The Third Amendment extends the Forbearance Period until the earliest of (i) April 8, 2009, (ii) the occurrence of any default or event of default under the Credit Agreement other than certain defaults and events of default indicated in the forbearance agreement, as amended, or (iii) the failure of SGLP to comply with any of the terms of the forbearance agreement, as amended. "The forbearance extension will allow us additional time to negotiate definitive documents and the waiver of existing defaults or events of default under our credit agreement required in connection with the settlement agreement with the Private Company. Further, our current cash balance is in excess of $30 million, and we believe this amount of cash is sufficient to run our day to day operations in the near term," stated Mike Brochetti, Executive Vice President -- Corporate Development and Treasurer of SGLP's general partner. Events of default currently exist under SGLP's Amended and Restated Credit Agreement, dated February 20, 2008, with Wachovia Bank, National Association, as Administrative Agent, L/C Issuer and Swing Line Lender, Bank of America, N.A., as Syndication Agent, and the lenders from time to time party thereto. As a result of the events of default, the Lenders under the Credit Agreement may, among other remedies, declare all outstanding amounts under the Credit Agreement immediately due and payable and exercise all rights and remedies available to the Lenders under the Credit Agreement and related loan documents. The default prohibits SGLP from borrowing under its credit facility to fund working capital needs or to pay distributions to its unitholders, among other things. Effective September 18, 2008, SGLP and the requisite lenders entered into a Forbearance Agreement and Amendment to Credit Agreement under which the lenders agreed, subject to specified limitations and conditions, to forbear from exercising their rights and remedies arising from SGLP's defaults or events of default for the period commencing on September 18, 2008, until December 11, 2008. The Forbearance Period was extended until December 18, 2008, pursuant to a First Amendment to Forbearance Agreement and Amendment to Credit Agreement, and the Forbearance Period was further extended until March 18, 2009, pursuant to a Second Amendment to Forbearance Agreement and Amendment to Credit Agreement. Under the Third Amendment, SGLP agreed to pay the Lenders executing the Third Amendment a fee equal to 0.25% of the aggregate commitments under the Credit Agreement. SemGroup Energy Partners -- http://www.SGLP.com/-- owns and operates a diversified portfolio of complementary midstream energy assets. SemGroup Energy Partners provides crude oil and liquid asphalt cement terminalling and storage services and crude oil gathering and transportation services. SemGroup Energy Partners is based in Tulsa, Oklahoma. SGLP's common units are currently traded on the Pink Sheets, which is an over-the-counter securities market, under the symbol SGLP.PK. The general partner of SemGroup Energy Partners is a subsidiary of SemGroup, L.P. SEMGROUP ENERGY: General Partner Raises Going Concern Doubt ----------------------------------------------------------- SemGroup Energy Partners G.P., LLC, has raised substantial doubt as to SemGroup Energy Partners, L.P.'s ability to continue as a going concern, due to the events related to the bankruptcy filings of SemGroup, L.P., and its affiliates, including the uncertainty relating to future cash flows and the existing events of default under the partnership's credit facility. The partnership has been and could continue to be materially and adversely affected by such events and it may be forced to make a bankruptcy filing or take other action that could have a material adverse effect on its business, the price of its common units and its results of operations. Quarterly Report SemGroup Energy Partners, L.P., has filed its Quarterly Report on Form 10-Q for the quarter ended June 30, 2008 and provided an update on certain recent developments. Revenues For the six months ended June 30, 2008, and the year ended December 31, 2008, the Company derived approximately 88% and approximately 73%, respectively, of its revenues, excluding fuel surcharge revenues related to fuel and power consumed to operate its liquid asphalt cement storage tanks, from services it provided to SemGroup, L.P., and its subsidiaries. SemGroup, L.P., is obligated to pay us minimum monthly fees totaling $76.1 million annually and $58.9 million annually in respect of the minimum commitments under the Throughput Agreement and the Terminalling Agreement, respectively, regardless of whether such services are actually utilized by the company. Net Income Per Limited Partner Unit Semgroup Energy Partners, L.P.'s consolidated balance sheets are available at: http://ResearchArchives.com/t/s?3a95 Settlement with Semgroup, L.P. On March 12, 2009, the Bankruptcy Court held a hearing and approved the transactions contemplated by a term sheet relating to the settlement of certain matters between SemGroup, L.P., and SGLP (the "Settlement Agreement"). The Bankruptcy Court entered an order approving the Settlement Agreement on March 20, 2009. The Settlement Agreement provides for the following, among other things: * SGLP will transfer certain crude oil storage assets located in Kansas to Semgroup, L.P. These crude oil storage assets are part of Semgroup, L.P.'s proprietary Kansas crude oil transportation pipeline; * Semgroup, L.P., will transfer ownership of 355,000 barrels of crude oil tank bottoms and line fill to SGLP. These barrels of crude oil are necessary for SGLP to operate its crude oil tank storage and the Oklahoma and Texas crude oil pipeline systems; * Semgroup, L.P., will reject the existing Throughput Agreement with SGLP pursuant to which SGLP provides crude oil gathering, transportation, terminalling and storage services for Semgroup, L.P., at certain minimum levels; * SGLP and Semgroup, L.P. will enter into a new throughput agreement pursuant to which SGLP will provide certain crude oil gathering, transportation, terminalling and storage services to Semgroup, L.P., based on actual volumes transported at market rates; * SGLP and Semgroup, L.P., will enter into a shared services agreement pursuant to which the company will provide certain crude oil operational services to SGLP; * SGLP and its affiliates will have a $20 million allowed unsecured claim against Semgroup, L.P., relating to rejection of the Throughput Agreement; * SGLP will offer employment to certain crude oil operational employees primarily located in Oklahoma, Kansas, and Texas; * Semgroup, L.P., will transfer its asphalt assets that are connected to SGLP's existing 46 asphalt terminals to SGLP or one of its affiliates; * Semgroup, L.P. will reject the existing Terminalling and Storage Agreement with SGLP pursuant to which SGLP provides asphalt terminalling and storage services for Semgroup, L.P., at certain minimum levels; * SGLP and Semgroup, L.P., will enter into a new terminalling agreement pursuant to which SGLP will provide asphalt terminalling and storage services for Semgroup, L.P.'s remaining asphalt inventory which will be removed from SGLP's asphalt storage facilities no later than October 31, 2009; * a subsidiary of SGLP will have a $35 million allowed unsecured claim against Semgroup, L.P., relating to rejection of the Terminalling Agreement; * Semgroup, L.P., will be entitled to receive 20% of the proceeds of any sale by SGLP of any of the asphalt assets transferred to SGLP in connection with the Settlement Agreement that occurs within nine months of the transfer of such assets to SGLP; * Semgroup, L.P., will reject the Amended and Restated Omnibus Agreement pursuant to which the company provided certain general and administrative and operational services for SGLP. SGLP is in the process of replacing these general and administrative services and hiring employees to perform certain of these operational services; * other than as provided above, SGLP and Semgroup, L.P., entered into mutual releases of claims relating to the rejection of the Terminalling and Storage Agreement, Throughput Agreement and Amended and Restated Omnibus Agreement; * certain pre-petition claims by Semgroup, L.P., and SGLP will be netted and waived; * Semgroup, L.P., and SGLP will resolve certain remaining issues related to the contribution of certain crude oil assets to SGLP in connection with SGLP's initial public offering, SGLP's acquisition of certain asphalt assets from Semgroup, L.P., SGLP's acquisition of the Eagle North pipeline from Semgroup, L.P., and SGLP's acquisition of certain Cushing crude oil storage assets from Semgroup, L.P., including the release of claims relating to such acquisitions; and * SGLP and Semgroup, L.P., will enter into a license agreement providing SGLP with a non-exclusive, worldwide license to use certain trade names, including the name "SemGroup", and the corresponding mark until December 31, 2009, and Semgroup, L.P., will waive claims for infringement relating to such trade names and mark prior to the date of such license agreement. Semgroup, L.P., and SGLP have agreed to and are in the process of negotiating and executing definitive documentation with respect to the items contained in the Settlement Agreement, which will supersede the Settlement Agreement when so executed. The Settlement Agreement is subject to SGLP obtaining a consent from its lenders to the transactions and a waiver of the existing defaults or events of default under SGLP's credit agreement. There can be no assurance that SGLP's lenders will provide the required consent to the transactions or waiver of existing defaults or events of default under SGLP's credit agreement or that the transactions contemplated by the Settlement Agreement will be consummated. "We believe the proposed settlement with Semgroup, L.P., is in the mutual best interests of Semgroup, L.P., and SGLP. The agreement will reunite Semgroup, L.P.'s asphalt assets with our assets and will allow us to provide asphalt and terminalling services at some or all of our 46 owned asphalt terminalling and storage facilities. We do not currently intend to operate an asphalt marketing business, but instead will operate an asphalt terminalling and storage business as we evaluate longer term opportunities for the business. Regarding our crude oil assets, the settlement will result in us receiving crude oil line fill and tank bottoms that are necessary to operate our Oklahoma, West Texas and Longview, Texas storage and pipeline systems. We will continue to pursue additional third party crude oil transportation and storage customers which currently account for approximately 88% of our crude oil revenues. The settlement agreement also resolves numerous other issues between the parties," stated Kevin Foxx, Chief Executive Officer and President of SGLP's general partner. Realignment of Executive Management Team On March 18, 2009, the Board of Directors of SGLP's general partner realigned the officers of SGLP's general partner, appointing Michael J. Brochetti as Executive Vice President- Corporate Development and Treasurer, Alex G. Stallings as Chief Financial Officer and Secretary, and James R. Griffin as Chief Accounting Officer. Mr. Brochetti had previously served as Chief Financial Officer and Mr. Stallings had previously served as Chief Accounting Officer and Secretary. Mr. Griffin had previously served as controller of our general partner. Duke Ligon, Chairman of the Board of Directors of SGLP's general partner said, "We believe this realignment provides additional depth and expertise to our executive management team and better describes the day-to-day responsibilities of each of the officers. We welcome James to the executive management team and look forward to his input and continued contribution to SGLP." Extension of Forbearance As previously disclosed, events of default have occurred and are continuing under SGLP's credit agreement, which prohibit SGLP from borrowing under its credit facility to fund working capital needs or to pay distributions to its unitholders, among other things. Effective September 18, 2008, SGLP and the requisite lenders entered into a Forbearance Agreement and Amendment to Credit Agreement under which the lenders agreed, subject to specified limitations and conditions, to forbear from exercising their rights and remedies arising from SGLP's defaults or events of default described therein for the period commencing on September 18, 2008, until December 11, 2008. The Forbearance Period was extended until December 18, 2008, pursuant to a First Amendment to Forbearance Agreement and Amendment to Credit Agreement, and the Forbearance Period was further extended until March 18, 2009, pursuant to a Second Amendment to Forbearance Agreement and Amendment to Credit Agreement. On March 18, 2009, SGLP and the requisite Lenders entered into the Third Amendment to Forbearance Agreement and Amendment to Credit Agreement, dated as of March 17, 2009. The Third Amendment extends the Forbearance Period until the earliest of (i) April 8, 2009, (ii) the occurrence of any default or event of default under the Credit Agreement other than certain defaults and events of default indicated in the forbearance agreement, as amended, or (iii) the failure of SGLP to comply with any of the terms of the forbearance agreement, as amended. "The forbearance extension will allow us additional time to negotiate definitive documents and the waiver of existing defaults or events of default under our credit agreement required in connection with the settlement agreement with Semgroup, L.P.. Further, our current cash balance is in excess of $30 million, and we believe this amount of cash is sufficient to run our day to day operations in the near term," stated Mike Brochetti, Executive Vice President-Corporate Development and Treasurer of SGLP's general partner. Filing of Form 10-Q As previously disclosed, SGLP's common units were delisted from the Nasdaq Global Market effective at the opening of business on February 20, 2009, due to SGLP's failure to timely file its Quarterly Reports on Form 10-Q for the quarters ended June 30, 2008, and September 30, 2008. SGLP's common units are currently traded on the Pink Sheets, which is an over-the-counter securities market, under the symbol SGLP.PK. SGLP continues to work to become compliant with its SEC reporting obligations and intends to promptly seek the relisting of its common units on Nasdaq as soon as practicable after it has become compliant with such reporting obligations. However, there can be no assurances that SGLP will be able to relist its common units on Nasdaq or any other national securities exchange and SGLP may face a lengthy process to relist its common units if it is able to relist them at all. About SemGroup LP SemGroup L.P. -- http://www.semgrouplp.com/-- is a midstream service company providing the energy industry means to move products from the wellhead to the wholesale marketplace. SemGroup provides diversified services for end users and consumers of crude oil, natural gas, natural gas liquids, refined products and asphalt. Services include purchasing, selling, processing, transporting, terminaling and storing energy. SemGroup serves customers in the United States, Canada, Mexico, Wales, Switzerland and Vietnam. SemGroup L.P. and its debtor-affiliates filed for Chapter 11 protection on July 22, 2008 (Bankr. D. Del. Lead Case No. 08- 11525). These represent the Debtors' restructuring efforts: John H. Knight, Esq., L. Katherine Good, Esq. and Mark D. Collins, Esq., at Richards Layton & Finger; Harvey R. Miller, Esq., Michael P. Kessler, Esq., and Sherri L. Toub, Esq., at Weil, Gotshal & Manges LLP; and Martin A. Sosland, Esq., and Sylvia A. Mayer, Esq., at Weil Gotshal & Manges LLP. Kurtzman Carson Consultants L.L.C. is the Debtors' claims agent. The Debtors' financial advisors are The Blackstone Group L.P. and A.P. Services LLC. Margot B. Schonholtz, Esq., and Scott D. Talmadge, Esq., at Kaye Scholer LLP; and Laurie Selber Silverstein, Esq., at Potter Anderson & Corroon LLP, represent the Debtors' prepetition lenders. SemGroup L.P.'s affiliates, SemCAMS ULC and SemCanada Crude Company, sought protection under the Companies' Creditors Arrangement Act (Canada) on July 22, 2008. Ernst & Young, Inc., is the appointed monitor of SemCanada Crude Company and its affiliates' reorganization proceedings before the Canadian Companies' Creditors Arrangement Act. The CCAA stay expires on Nov. 21, 2008. SemGroup L.P.'s consolidated, unaudited financial conditions as of June 30, 2007, showed $5,429,038,000 in total assets and $5,033,214,000 in total debts. In their petition, they showed more than $1,000,000,000 in estimated total assets and more than $1,000,000,000 in total debts. Bankruptcy Creditors' Service, Inc., publishes SemGroup Bankruptcy News. The newsletter tracks the chapter 11 proceedings undertaken by SemGroup L.P. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-700) SHAWN CHARLES ROTEN: Voluntary Chapter 11 Case Summary ------------------------------------------------------ Debtor: Shawn Charles Roten Elizabeth Anne Stewart-Roten 744 Loveland Ave. Mukilteo, WA 98275 Bankruptcy Case No.: 09-12202 Chapter 11 Petition Date: March 11, 2009 Court: United States Bankruptcy Court Western District of Washington (Seattle) Judge: Thomas T. Glover Debtor's Counsel: Larry B Feinstein, Esq. Vortman & Feinstein 500 Union St., Ste. 500 Seattle, WA 98101 Tel: (206) 223-9595 Email: lbf@chutzpa.com Total Assets: $1,803,200.00 Total Debts: $2,212,965.63 The Debtor does not have any creditors who are not insiders. The petition was signed by Shawn Charles Roten and Elizabeth Anne Stewart-Roten. SIMTROL INC: Receives Grant to Use ACIS Technology -------------------------------------------------- Simtrol Inc. on March 9 executed a license agreement with ACIS, Inc. that significantly expanded the scope of the Company's rights to certain ACIS technology. ACIS granted to the Company the right, in perpetuity, to use and modify the ACIS technology on a royalty-free basis for all future Company products, without restrictions regarding the underlying platform. As consideration for the rights to the ACIS technology, the Company made a one-time grant to ACIS of fully-vested nonqualified options to purchase 150,000 shares of Company common stock at an exercise price of $0.15 per share. The license agreement replaces and supersedes the license agreement dated September 27, 2001, under which the Company had been required to pay per-unit royalties for use of the ACIS technology, which was restricted to a single specified platform. A full-text copy of the ACIS - SIMTROL Technology Agreement is available for free at http://ResearchArchives.com/t/s?3a72 About Simtrol Headquartered in Norcross, Georgia, Simtrol Inc. (OTC BB: SMRL) -- http://www.simtrol.com/-- is a developer of software that manages controllable devices such as display monitors, video cameras, and medical equipment for diverse markets such as digital signage, security and surveillance, and healthcare. Going Concern Doubt Marcum & Kliegman LLP, in New York, expressed substantial doubt about Simtrol Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the company has not achieved a sufficient level of revenues to support its business and has suffered recurring losses from operations. Simtrol Inc.'s consolidated balance sheet at September 30, 2008, showed $2.5 million in total assets and $522,996 in total liabilities. As of September 30, 2008, the Company had cash and cash equivalents of $2,034,834. The Company said that since its inception, it has not achieved a sufficient level of revenue to support its business and incurred a net loss of $3,648,282 and used net cash of $2,139,456 in operating activities during the nine months ended September 30, 2008. The Company has relied on periodic issuances of common stock, preferred stock, and convertible debt to sustain its operations. The Company requires substantial amounts of capital to fund current operations and the continued development and deployment of its Device ManagerTM and CuriaxTM product lines. On January 23, 2008, the Company completed the sale of $1,500,000 of securities in a private placement of convertible notes. On June 30, 2008, the notes were exchanged in a private placement of Series C convertible preferred stock and the Company received an additional $1,053,153 (net of offering costs) from additional investors on that date. On September 26, 2008, the Company received an additional $1,373,570 (net of offering costs) from additional investors in a private placement of Series C convertible preferred stock (see Note 7). Management of the Company continues to actively seek additional funding to continue to develop its products to generate income from operations. Even if the Company obtains additional equity capital, the Company may not be able to execute its current business plan and fund business operations for the period necessary to achieve positive cash flow. In such case, the Company might exhaust its capital and be forced to reduce expenses and cash burn to a material extent, which would impair its ability to achieve its business plan. If the Company runs out of available capital, it might be required to pursue highly dilutive equity or debt issuances to finance its business in a difficult and hostile market, including possible equity financings at a price per share that might be much lower than the per share price invested by current shareholders. No assurance can be given that any source of additional cash would be available to the Company. If no source of additional cash is available to the Company, then the Company would be forced to significantly reduce the scope of its operations or possibly seek court protection from creditors or cease business operations altogether. These matters raise substantial doubt about the Company's ability to continue as a going concern. SOLOMON TECHNOLOGIES: Issues 23MM Shares to 4 Debenture Holders --------------------------------------------------------------- Solomon Technologies, Inc., on March 11, issued 23,688,590 shares of its common stock, par value $0.001 per share to four holders of its Variable Rate Self-Liquidating Senior Secured Convertible Debentures due April 19, 2009 and September 1, 2009. On the same date, the Company issued 20,000 shares of Common Stock to an employee for services rendered. The shares of Common Stock were issued under the pre-redemption provisions of the Debentures and pursuant to separate redemption agreements. About Solomon Technologies Headquartered in Tarpon Springs, Florida, Solomon Technologies Inc. (OTC BB: SOLM.OB) -- http://www.solomontechnologies.com/-- through its Motive Power and Power Electronics divisions, develops, licenses, manufactures and sells precision electric power drive systems. * * * Eisner LLP, in New York, expressed substantial doubt about Solomon Technologies Inc.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditing firm reported that the company has incurred significant recurring operating losses, has a working capital deficit and capital deficit, is delinquent in the payment of payroll taxes and balances to certain employees, and is in default of certain notes and debentures. As of September 30, 2008, the Company's balance sheet showed total assets of $8,612,539 and total liabilities of $13,887,985, resulting in a capital deficiency of $5,275,446. SPANSION INC: Posts $468MM 4th Quarter Net Sales; To Sell Assets ---------------------------------------------------------------- Spansion Inc. released its fourth quarter net sales results and issued its net sales outlook for the current fiscal quarter. In the fiscal fourth-quarter ended December 31, 2008, net sales were $468 million. During the fiscal first quarter 2009, ending March 29, Spansion anticipates net sales of approximately $400 million, driven by sales in certain telecommunications and gaming segments as well as advance purchases from certain customers, offset by continued weakness in the overall economy during a quarter that is seasonally down compared to the fourth quarter. "Despite a troubled economy, Spansion gained segment share in the fourth quarter while keeping average selling prices relatively stable," said Spansion CEO John Kispert. "In addition, net sales in the first quarter are an indication of the continued customer demand for Spansion solutions." The Company also said it believes its chapter 11 cases are progressing well. The Company also noted that it is looking forward to working closely with its creditors in the weeks and months ahead on a plan of reorganization for the Company. "The decisions we made to reduce costs were difficult, but necessary," Mr. Kispert said. "As a result of those actions, Spansion expects to meet its post-petition obligations, and is leveraging its global manufacturing facilities to meet customer demand. Spansion is experiencing relatively typical seasonal patterns during the first quarter and is conducting business as usual. We plan to continue to take the necessary actions to strengthen our cash position, to help enable Spansion to emerge from the Chapter 11 process as a stronger and more focused company." As part of the restructuring process, Spansion also continues to pursue strategic alternatives and is in discussions with multiple companies regarding the potential sale of some or all of the Company's assets. About Spansion Spansion Inc. (NASDAQ: SPSN) -- http://www.spansion.com-- is a Flash memory solutions provider, dedicated to enabling, storing and protecting digital content in wireless, automotive, networking and consumer electronics applications. Spansion, previously a joint venture of AMD and Fujitsu, is the largest company in the world dedicated exclusively to designing, developing, manufacturing, marketing, selling and licensing Flash memory solutions. Spansion Inc. and four affiliates filed voluntary petitions for Chapter 11 on March 1, 2009 (Bankr. D. Del. Lead Case No. 09-10690). Michael S. Lurey, Esq., Gregory O. Lunt, Esq., and Kimberly A. Posin, Esq., at Latham & Watkins LLP, have been tapped as bankruptcy counsel. Michael R. Lastowski, Esq., at Duane Morris LLP, is the Delaware counsel. Epiq Bankruptcy Solutions LLC, is the claims agent. As of Sept. 30, 2008, Spansion disclosed total assets of $3,840,000,000, and total debts of $2,398,000,000. SPECTRUM BRANDS: Disclosure Statement Hearing Moved to April 14 --------------------------------------------------------------- Spectrum Brands Inc. pushed back the hearing on the disclosure statement to its proposed Chapter 11 plan to April 14, Bloomberg's Bill Rochelle said. Approval of the disclosure statement is required before the Company can begin soliciting support for, then seek confirmation of, its Chapter 11 plan. The disclosure statement for its Chapter 11 plan was originally scheduled for last week. The Company negotiated the terms of its proposed restructuring plan with lenders before it filed for bankruptcy and had intended a short stint in Chapter 11. The deadline for the DIP Facility Administrative Agent, the Agent for the Secured Term Lenders, each of the three Noteholders who supported the restructuring support agreement, J. Aron & Company, and the Official Committee of Equity Security Holders, to file objections to the Disclosure Statement is extended to March 31. The Debtors' request to establish Plan solicitation procedures and the Term Lenders' request for adequate protection will also be heard on April 14. Goldman Sachs Credit Partners, L.P., as Administrative Agent on behalf of the Term Lenders, has asked Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas, San Antonio Division, to push back the hearing to consider the adequacy of the Disclosure Statement to mid-April 2009 and the confirmation of the Prepackaged Chapter 11 Plan of Reorganization to mid-May 2009. Goldman Sachs also asked the Court for a scheduling order related to the confirmation process. Goldman Sachs asserted that the Plan is patently uncorfirmable and it intends to object to the confirmation of the Plan in its current form. According to Goldman Sachs, the Plan is infeasible and cannot satisfy the requirements to "reinstate" and cure the debt of the Term Lenders. Based on these facts, the confirmation of the Plan qualifies as a contested matter, argued Goldman Sachs. Although the Term Lenders are attempting to resolve their disputes with the Debtors and other interested parties on a consensual basis, Goldman Sachs said there is no deal with the Term Lenders, and the prospect of a contested Plan confirmation hearing is looming large. Thus, Goldman Sachs asked the Court to fix a fair and organized discovery schedule for the Confirmation Hearing. Spectrum's Plan Contemporaneous with their Chapter 11 filing, Spectrum Brands and its affiliates filed their proposed Plan. The Plan contemplates that the Debtors will be reorganized and will continue in operation, achieving the objectives of Chapter 11 for the benefit of their creditors, customers, suppliers, and employees. The Plan sets forth the capital structure for the Reorganized Debtors upon their emergence from Chapter 11, as follows: * Exit Facility -- On the Effective Date, the Reorganized Debtors will obtain new financing to provide a portion of the funds necessary to make payments required to be made on the Effective Date, as well as funds for working capital and other general corporate purposes after the Effective Date. * Continuing Obligations -- The obligations under the Term Credit Facility will be continued in accordance with their original terms. * New Senior Subordinated Notes -- The Reorganized Debtors will authorize a new series of senior subordinated toggle notes issued by Reorganized Spectrum under the New Indenture, with the Reorganized Subsidiaries as guarantors and an indenture trustee to be determined in an aggregate principal amount equal to $218,076,363, which amount represents 20% of the Allowed Noteholder Claims. * Spectrum Equity Ownership -- The Reorganized Debtors will (i) provide for authorized capital on the Effective Date equal to [ ] shares of New Common Stock; (ii) issue on the Effective Date up to an aggregate amount of [ ] of New Common Stock for distribution in accordance with the terms of the DIP Facility; (iii) issue on the Effective Date up to an aggregate of [ ] shares of New Common Stock for distribution to holders of Allowed Noteholder Claims; and (iv) reserve for issuance the number of shares of New Common Stock necessary to satisfy the required distributions of equity awards granted under the New Equity Incentive Plan. Under the Plan, Administrative Claims, Priority Tax Claims, and Other Priority Claims, will be paid in full as required by the Bankruptcy Code, unless otherwise agreed by the holders of such claims. Term Facility Claims and Other Secured Claims will be Reinstated on their original terms. The ABL Facility Claim will be paid in full. General Unsecured Claims will be paid in full when due after approval and consummation of the Plan, unless otherwise agreed by the holders of such claims. The Noteholder Claims will receive Pro Rata shares of the New Common Stock and New Notes and the Existing Spectrum Notes will be cancelled. Mr. Hussey says the Debtors, in connection with their prepetition plan of shutting down the growing products portion of the Home and Garden Business, has identified seven facilities that it has closed or plans to close during the second fiscal quarter of 2009. In addition, the Debtors plan to exit their facility in Ninghai, China as part of their strategy of improving operational efficiency and better utilizing their manufacturing resources. A full-text copy of the Prepackaged Plan is available for free at http://bankrupt.com/misc/spectrumplan.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/spectrumds.pdf The Debtors intend to exit from Chapter 11 by July 15, 2009. The Restructuring Agreement requires the Debtors to have their Plan declared effective not later than July 15. Furthermore, the Restructuring Agreement states that the Plan will not have been confirmed by the Bankruptcy Court overseeing the Debtors' Chapter 11 cases on or before June 30. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Spectrum Brands Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Spectrum Brands Inc. and its various subsidiaries. (http://bankrupt.com/newsstand/or 215/945-7000) SPECTRUM BRANDS: Seeks March 27 Extension of Schedules Filing ------------------------------------------------------------- Spectrum Jungle Labs Corporation and its debtor-affiliates ask Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas to extend until March 27, 2009, the deadline by which they must file their: -- schedules of assets and liabilities, -- statements of financial affairs, and -- schedules of executory contracts and unexpired leases. The Debtors, according to D.J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York, have exerted great efforts toward preparing the Schedules and Statements by the current deadline and have made substantial progress toward that goal. However, marshalling the data necessary to provide a clear view of the assets, liabilities, contracts and other obligations of the Debtors is a massive undertaking in light of the size and complexity of the Debtors' operations, he says. Having completed that process within the relatively short timeframe provided, the Debtors, Mr. Baker says, require a few more days to review and finalize the resulting lengthy documents for filing. Mr. Baker assures the Court that the requested extension would not prejudice other parties-in-interest, particularly given the adjournment of the Disclosure Statement Hearing to April 14, 2009. Thus, if the requested relief is granted, creditors would still have sufficient time to review the Debtors' Schedules and Statements before the disclosure statement hearing. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Spectrum Brands Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Spectrum Brands Inc. and its various subsidiaries. (http://bankrupt.com/newsstand/or 215/945-7000) SPECTRUM BRANDS: Gets Green-Light to Employ Skadden as Counsel -------------------------------------------------------------- Spectrum Jungle Labs Corporation and its debtor-affiliates obtained authority from Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas to employ Skadden, Arps, Slate, Meagher & Flom, LLP as their bankruptcy counsel. As reported by the Troubled Company Reporter on February 20, 2009, the Debtors, according to Anthony L. Genito, the Debtors' executive vice president and chief financial officer, have selected Skadden Arps because of its extensive knowledge of the Debtors' businesses and financial affairs, its general experience and knowledge, and its recognized expertise in the field of debtors' and creditors' rights and business reorganizations under Chapter 11 of the Bankruptcy Code. Skadden Arps, Mr. Genito said, has a long-standing relationship with the Debtors, having served as counsel to the Debtors for several years in a variety of matters including several financing transactions, class action and derivative action lawsuits, and general securities law advice. As a result of the firm's long-term relationship with the Debtors and its role in advising the Debtors with respect to restructuring issues, Skadden Arps has extensive background, knowledge and understanding of the Debtors' operations and businesses and is therefore well-suited to serve as bankruptcy co-counsel, Mr. Genito said. As co-counsel, Skadden Arps will: (a) advise the Debtors with respect to their powers and duties as debtors and debtors in possession in the continued management and operation of their businesses and properties; (b) negotiate and advise the Debtors with respect to debtor in possession financing and exit financing; (c) attend meetings and negotiating with representatives of creditors and other parties in interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in Chapter 11; (d) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors' estates, the defense of any actions commenced against those estates, negotiations concerning litigation in which the Debtors may be involved and objections to claims filed against the estates; (e) prepare, on behalf of the Debtors, motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; (f) prepare and negotiate on the Debtors' behalf the plan of reorganization, disclosure statement, and all related or similar agreements or documents, and taking any necessary action on behalf of the Debtors to obtain confirmation of the plan; (g) advise the Debtors in connection with any sale of assets; (h) perform other necessary legal services and providing other necessary legal advice to the Debtors in connection with these Chapter 11 cases; and (i) appear g before the Court, any appellate courts, and the United States Trustee and protecting the interests of the Debtors' estates before these courts and the United States Trustee. For their professional services, the Debtors will pay Skadden Arps based on its hourly rates: Professional Hourly Rate ------------ ----------- Partners $730 to 1,050 Counsel and Special counsel 695 to 835 Associates 360 to 680 Legal assistants 175 to 295 The Debtors will also reimburse Skadden Arps for their reasonable and necessary out-of-pocket expenses incurred in the rendition of its services with the Debtors. The Debtors have paid Skadden Arps $750,000 for its professional services on behalf of the Debtors. Within the one-year period preceding the Petition Date, the total aggregate amount of fees earned and expenses incurred by Skadden Arps on behalf of the Debtors in contemplation of these cases was approximately $4,137,225. D.J. Baker, Esq., a member at Skadden, Arps, Slate, Meagher & Flom, LLP, said his firm is a "disinterested person," as the term is defined in Section 101(14) of the Bankruptcy Code and as modified by Section 1107(b). Skadden Arps, he added, does not hold or represent any interest adverse to the estates. Prior to the entry of the order, D.J. Baker, Esq., at Skadden, Arps disclosed additional entities or individuals previously disclosed in the initial declaration: (1) Arnold Palmer Enterprises, Inc.; (2) Rubbermaid, Inc. (3) Mars, Inc. (4) Fulbright & Jaworski, L.L.P. (5) MeadWestvaco Calmar Inc.; (6) MeadWestvaco Corporation; (7) Sonoco Products Company; Southern (8) Graphic Systems, Inc.; and (9) Wisconsin Power & Light Company. Mr. Baker attested that his firm will not represent any of these parties in any matter involving the Debtors during the pendency of the Debtors Bankruptcy cases. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Spectrum Brands Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Spectrum Brands Inc. and its various subsidiaries. (http://bankrupt.com/newsstand/or 215/945-7000) SPECTRUM BRANDS: Gets Go-Signal to Employ W. Kingman as Co-counsel ------------------------------------------------------------------ Spectrum Jungle Labs Corporation and its debtor-affiliates obtained authority from Judge Ronald B. King of the U.S. Bankruptcy Court for the Western District of Texas to employ The Law Offices of William B. Kingman, P.C., as their bankruptcy co- counsel. The Court ruled that any prepetition retainer received by Kingman from the Debtors remains after application to prepetition fees, charges, costs or expenses, Kingman is authorized to hold the remaining retainer for application to allowed amounts owed pursuant to Kingman's final application in the bankruptcy cases. However, Kingman will hold the remaining retainer as funds clearly designated for the account of the Debtors. As reported by the Troubled Company Reporter on February 20, 2009, Anthony L. Genito, executive vice president and chief financial officer of Spectrum Brands, Inc., said William Kingman will serve as the Debtors' bankruptcy co-counsel with Skadden, Arps, Slate, Meagher & Flom, LLP, and the law firm of Vinson & Elkins L.L.P., and handle specific bankruptcy matters as directed by the Debtors. The Debtors, Mr. Genito related, have selected William Kingman because of the firm's extensive knowledge of the Western District of Texas' local rules and procedures, its general experience and knowledge, Mr. Kingman's board certification in Business Bankruptcy Law with the Texas Board of Legal Specialization, and his expertise in the field of debtors' and creditors' rights and business reorganizations under Chapter 11 of the Bankruptcy Code. As bankruptcy co-counsel, Mr. Kingman will: (a) advise the Debtors with respect to their powers and duties as debtors and debtors in possession in the continued management and operation of their businesses and properties; (b) negotiate and advise the Debtors with respect to debtor in possession financing and exit financing; (c) attend meetings and negotiating with representatives of creditors and other parties-in-interest and advise and consult on the conduct of the cases, including all of the legal and administrative requirements of operating in chapter 11; (d) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on behalf of the Debtors' estates, the defense of any actions commenced against those estates, negotiations concerning litigation in which the Debtors may be involved and objections to claims filed against the estates; (e) prepare, on behalf of the Debtors, motions, applications, answers, orders, reports, and papers necessary to the administration of the estates; (f) negotiate on the Debtors' behalf the plan of reorganization, disclosure statement, and all related or similar agreements and/or documents, and taking any necessary action on behalf of the Debtors to obtain confirmation of the plan; (g) advise the Debtors in connection with any sale of assets; (h) perform other necessary legal services and providing other necessary legal advice to the Debtors in connection with these Chapter 11 cases; and (i) appear before the Court, any appellate courts, and the United States Trustee and protecting the interests of the Debtors' estates before such courts and the United States Trustee. The Debtors will pay Mr. Kingman based on its hourly rates: Professional Hourly rate ------------ ----------- William B. Kingman, Esq. $300 Paralegals $75 With respect to restructuring matters, the Debtors paid the firm an initial retainer of $50,000 on January 30, 2009, to satisfy prepetition fees and expenses of $8,596, with the remaining $41,403 balance to satisfy all or a portion of the firm's Court- approved postpetition fees. William B. Kingman, Esq., a shareholder and president of the Law Offices of William B. Kingman, P.C., said his firm has no interest adverse to the Debtors and is a "disinterested person" as term is defined in Section 327 of the Bankruptcy Code. Mr. Kingman said his firm has no connections with the Debtors, creditors or any other parties-in-interest in these bankruptcy cases. About Spectrum Brands Based in Cibolo, Texas, Spectrum Brands, Inc. -- http://www.spectrumbrands.com/-- supplies consumer batteries, lawn and garden care products, specialty pet supplies, shaving and grooming products, household insect control products, personal care products, and portable lighting. Spectrum Brands' business is operated in three reportable segments: (a) Global Batteries and Personal Car; (b) Global Pet Supplies; and (c) Home and Garden. Spectrum Brands has roughly 5,960 employees worldwide, with about 2,700 of those employees working within the United States. In addition, Spectrum Brands holds a 50% interest in a domestic entity; minority interests (less than 25% each) in a domestic entity and a foreign entity; a limited partnership interest in a foreign entity; and a 100% interest in a foreign trust. Spectrum Brands, Inc. and 13 subsidiaries filed separate Chapter 11 petitions on February 3, 2009 (Bankr. W.D. Tex. Lead Case No. 09-50455). The Hon. Ronald B. King presides over the cases. D. J. Baker, Esq., at Skadden, Arps, Slate, Meagher & Flom LLP, in New York; Harry A. Perrin, Esq., and D. Bobbitt Noel, Jr., Esq., at Vinson & Elkins LLP, in Houston, Texas; and William B. Kingman, Esq., in San Antonio, serve as the Debtors' counsel. Sutherland Asbill & Brennan LLP acts as special counsel; Perella Weinberg Partners LP, as financial advisor; Deloitte Tax LLP as tax consultant; and Logan & Company Inc. as claims and noticing agent. As of September 30, 2008, Spectrum Brands had $2,247,479,000 in total assets and $3,274,717,000 in total liabilities. Bankruptcy Creditors' Service, Inc., publishes Spectrum Brands Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Spectrum Brands Inc. and its various subsidiaries. (http://bankrupt.com/newsstand/or 215/945-7000) SPORTSMAN'S WAREHOUSE: To Close 6 of 29 Remaining Stores -------------------------------------------------------- According to Bloomberg's Bill Rochelle, Sportsman's Warehouse Inc. Chief Financial Officer Rourk D. Kemp said in a filing with the U.S. Bankruptcy Court for the District of Delaware that the Company will be closing six of remaining 29 stores. Sportsman's Warehouse, in a March 21 announcement of its bankruptcy filing, said that it expects to: -- keep 29 stores open for business as usual; -- honor its customer service policies such as returns, exchanges, credits, and gift card programs at each store location; -- pay "post-petition" vendors, suppliers and other business partners for goods and services provided; and, -- continue to pay employees' wages and salaries, offering the same medical, dental, life insurance, disability and other benefits, and to accrue vacation time without interruption. To help fund its business during the Chapter 11 proceedings, Sportsman's has secured a commitment for an $85 million debtor-in- possession (DIP) financing facility from GE Capital Corporation, which facility includes an option for exit financing. The Company has filed "first day" motions, seeking approval of, among other things, the DIP loan and payment to suppliers and employees. The Company said that the filing is part of its efforts to address financial challenges and identify a strategic or financial investor. The Company is "another retailer victim of the worldwide global recession," CFO Rourk D. Kemp said. Revenue of $742 million for the fiscal year ended in October resulted in a net operating loss of $24.8 million, Mr. Kemp said, according to Bloomberg. Bloomberg relates Sportman's debt includes $33.5 million owing on a revolving credit to General Electric Capital Corp., $16 million on a second-lien term loan owing to GB Merchant Partners LLC, and $7.7 million on subordinated notes. Midvale, Utah-based Sportsman's Warehouse, Inc. -- http://www.sportsmanswarehouse.com/-- and its affiliates sell indoors and outdoor gears and equipment. The Companies filed for Chapter 11 bankruptcy protection on March 20, 2009 (Bankr. D. Delaware Bankr. Case No. 09-10990). Gregg M. Galardi, Esq., at Skadden, Arps, Slate, Meagher assists the Companies in their restructuring efforts. Kurtzman Carson Consultants, LLC, is the Companies' claims agent. The Company listed assets of $436 million against debt totaling $452 million as of Dec. 31. STANFORD GROUP: James Davis Cooperating in Fraud Probe ------------------------------------------------------ Stanford Financial Group Chief Financial Officer and director James M. Davis is cooperating with authorities in the investigation of an alleged $8 billion Ponzi scheme at the Company, Steve Stecklow at The Wall Street Journal reports, citing David Finn, a Dallas attorney for Mr. Davis. WSJ relates that people familiar with the matter said that Mr. Davis' cooperation could advance the inquiries, which haven't been able to secure information from Texas financier R. Allen Stanford, who had asserted his Fifth Amendment right against self- incrimination in its civil case against him. Laurel Brubaker Calkins and Laurence Viele Davidson at Bloomberg News states that Mr. Davis initially refused to cooperate in the investigation, also asserting his "privilege against self- incrimination under the Fifth Amendment of the U.S. Constitution and decline to testify or provide an accounting." WSJ says that Mr. Stanford is also being accused of engineering the Ponzi scheme. Laura Pendergest-Holt, another Stanford Financial executive, was faces a separate criminal complaint accusing her of obstruction of justice, WSJ relates. About Stanford Group Stanford Financial Group was a privately held global network of independent, affiliated financial services companies led by Chairman and CEO Sir Allen Stanford. The first Stanford company was founded by his grandfather, Lodis B. Stanford in 1932. Stanford's core businesses are private wealth management and investment banking for institutions and emerging growth companies. Stanford had over $50 billion in assets under management or advisement. The U.S. Securities and Exchange Commission, on February 17, 2009. charged R. Allen Stanford and three of his companies for orchestrating a fraudulent, multi-billion dollar investment scheme centering on an US$8 billion Certificate of Deposit program. Mr. Stanford's companies include Stanford International Bank, Stanford Group Company (SGC), and investment adviser Stanford Capital Management. The U.S. District Court for the Northern District of Texas (Dallas) appointed Ralph Janvey as receiver for Stanford Group. STAR TRIBUNE: Files Schedules of Assets and Liabilities ------------------------------------------------------- Star Tribune Company and Star Tribune Holdings Corporation filed with the U.S. Bankruptcy Court for the District of Delaware, their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $355,409,331 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $480,145,758 E. Creditors Holding Unsecured Priority Claims $1,855,610 F. Creditors Holding Unsecured Non-priority Claims $8,252,914 ----------- ----------- TOTAL $355,409,331 $490,254,282 A full-text copy of the Debtors' schedules of assets and liabilities is available for free at: http://ResearchArchives.com/t/s?3a8f Headquartered in Minneapolis, Minnesota, The Star Tribune Company -- http://www.startribune.com-- operate the largest newspaper in the U.S. state of Minnesota and published seven days each week in an edition for the Minneapolis-Saint Paul metropolitan area. The company and its affiliate, Star Tribune Holdings Corporation, filed for Chapter 11 protection on January 15, 2009 (Bankr. S.D. N.Y. Lead Case No. 09-10245). Marshall Scott Huebner, Esq., at Davis Polk & Wardwell, represents the Debtors in their restructuring efforts. The Debtors proposed Blackstone Group LP as their financial advisor; and Curtis, Mallet-Prevost, Colt & Mosle LLP as conflict counsel; and Garden City Group Inc. as claims agent. Diana G. Adams, the U.S. Trustee for Region 2, selected seven members to the official committee of unsecured creditors in the Debtors' Chapter 11 cases. The Committee proposed Lowenstein Sandler PC as its counsel. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million to $500 million each. STRASBURG-JARVIS: Voluntary Chapter 11 Case Summary --------------------------------------------------- Debtor: Strasburg-Jarvis, Inc. 9810 Industrial Blvd. Lenexa, KS 66215 Tel: (913) 888-1115 Bankruptcy Case No.: 09-20622 Chapter 11 Petition Date: March 11, 2009 Court: United States Bankruptcy Court District of Kansas (Kansas City) Judge: Robert D. Berger Debtor's Counsel: Donald G Scott, Esq. McDowell Rice Smith and Buchanan 350 Skelly Building 605 W. 47th Street Kansas City, MO 64112-1905 Tel: (816) 753-5400 Email: dscott@mcdowellrice.com Estimated Assets: $1,000,001 to $10,000,000 Estimated Debts: $1,000,001 to $10,000,000 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/ksb09-20622.pdf The petition was signed by Terrance C. Jarvis, President of the company. SUNRISE SENIOR: Completes Sale of Greystone Subsidiaries -------------------------------------------------------- Sunrise Senior Living, Inc., said that on March 18, 2009, it completed the sale of its Greystone subsidiaries and related seed money investments in five CCRC developments to two senior Greystone executives and other investors. Sunrise had been exploring strategic options for Greystone and would no longer provide seed capital due to poor bond financing markets. On March, 5, 2009, Sunrise Senior Living and two of its subsidiaries, Sunrise Development, Inc., and Sunrise Senior Living Investments, Inc., entered into a binding letter agreement with Greystone Partners II LP, an entity controlled by Michael Lanahan and Paul Steinhoff (senior executives with the Greystone companies), providing for: (i) the purchase by Buyer of all of the outstanding stock, membership interests and partnership interests of Greystone Communities, Inc., Greystone Development Company, LLC, and Greystone Development Company II LP from SDI; and (ii) the purchase by Buyer, or one or more entities designated by Buyer, from SSLII of all of SSLII's interests in the seed capital partnerships located in (a) Boise, Idaho, (b) Carmel, Indiana, (c) Fort Worth, Texas, (d) Kirkwood, Missouri, and (e) Elmhurst, Illinois. The Buyer agreed to pay to SDI this consideration for the Company Interests: (i) $1,500,000 in cash; (ii) a $2,000,000 non-interest bearing 30-day note secured by a security interest in the Company Interests and personal guarantees provided by Michael Lanahan and Paul Steinhoff; (iii) a $6,000,000 7-year note secured by a security interest in the Company Interests and bearing interest at 10% per annum for the first 5 years and 12% per annum thereafter; and (iv) a $2,500,000 non-interest bearing note payable in installments of principal equal to 50% of all cash distributions made by the Buyer to its partners in excess of distributions made to cover their federal and state income taxes on taxable income from the Buyer, with any remaining unpaid principal due at maturity on March 21, 2029. The parties also agreed that the Company and its subsidiaries will not be subject to any future capital calls, claims or liabilities relating to the Malden, Massachusetts partnership and shall be indemnified and held harmless by the general partner of the Malden, Massachusetts partnership from any such future liability. The Buyer agreed to pay to SSLII this consideration for the Seed Capital Interests: (i) $500,000 in cash; (ii) a $3,700,000 non- interest bearing 45-day note secured by a security interest in the Seed Capital Interests; (iii) a $3,050,000 non-interest bearing 45-day note to be paid as a cash contribution into the Seed Capital Partnerships on behalf of SSLII and secured by a security interest in the Seed Capital Interests; and (iv) the execution of a net proceeds agreement from the Seed Capital Investors providing for certain contractual payment obligations to the Company. The net proceeds agreement provides for the payment to the Company or its subsidiaries of: (i) 35% of the net proceeds received by the Seed Capital Investors for each of the Seed Capital Interests purchased from the Company or its subsidiaries, other than Fort Worth, Texas, and (ii) 35% of the net proceeds received by the Seed Capital Investors for the Fort Worth, Texas Seed Capital Interest, after deducting the first $2,400,000 of amounts received by Senior Quality Lifestyles, Inc. Pursuant to the Letter Agreement, the parties have agreed to execute definitive documentation consistent with the terms of the Letter Agreement and to take all actions necessary to close the transaction by March 16, 2009. About Sunrise Senior Living McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) -- http://www.sunriseseniorliving.com-- employs roughly 40,000 people. As of December 31, 2008, Sunrise operated 435 communities in the United States, Canada, Germany and the United Kingdom, with a combined capacity for approximately 54,000 residents. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing, rehabilitative and hospice care. SUNRISE SENIOR: Continues Gen. Counsel John Gaul's Engagement ------------------------------------------------------------- Sunrise Senior Living, Inc., and John Gaul, the Company's General Counsel, entered into a Separation Agreement and General Release, dated December 9, 2008, pursuant to which, under certain circumstances, Mr. Gaul would be entitled to certain benefits upon his departure, which was expected to be effective on February 27, 2009. Upon mutual understanding between the Company and Mr. Gaul, Mr. Gaul is still currently employed by the Company and therefore has not yet received any benefits pursuant to the Separation Agreement, Sunrise Senior Living said. About Sunrise Senior Living McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) -- http://www.sunriseseniorliving.com-- employs roughly 40,000 people. As of December 31, 2008, Sunrise operated 435 communities in the United States, Canada, Germany and the United Kingdom, with a combined capacity for approximately 54,000 residents. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing, rehabilitative and hospice care. SUNRISE SENIOR: Pens 11th Amendment to BofA Credit Facility ----------------------------------------------------------- Sunrise Senior Living, Inc., has agreed with its lenders to an eleventh amendment to its Bank Credit Facility with Bank of America, NA, as administrative agent, further waiving compliance with certain financial covenants until April 30, 2009. The purpose of this eleventh amendment is, among other things, to provide the Company and its lenders with an additional period of time to negotiate the terms of a twelfth amendment to the Company's Bank Credit Facility that would comprehensively address any remaining issues between the parties with respect to the Bank Credit Facility through the current stated maturity date of December 2, 2009. The common desired objective is to execute such twelfth amendment prior to the close of business on April 30, 2009. "We are pleased that our bank line group has extended us this additional time. We have announced previously that we are working to reach negotiated settlements with our lenders to preserve our liquidity," said Mark Ordan, Sunrise's chief executive officer. "While the outcome of our efforts remains uncertain, we believe this extension is very beneficial to this process." The Amendment, among other matters, suspends until May 1, 2009, the obligation of the lenders and the L/C Issuer under the Credit Agreement to (1) advance any additional proceeds of the loans to the borrowers under the Credit Agreement or (2) issue any new letters of credit for the accounts of any of the obligors (which include the borrowers and the guarantors under the Credit Agreement) or their subsidiaries. However, the lenders and the L/C Issuer agree to renew certain scheduled outstanding letters of credit in accordance with the annual renewal provisions of such letters of credit. The obligations of the lenders and the L/C Issuer to make any advances of proceeds of the loans or to issue any new letters of credit on or after May 1, 2009, will be conditioned upon the satisfaction of (x) certain additional conditions precedent included in the Amendment and (y) satisfaction of all other conditions required by the terms of the Credit Agreement. The Amendment also waived compliance with certain financial covenants set forth in Section 7.14 of the Credit Agreement through April 29, 2009, and the applicability of certain cross-default provisions through April 30, 2009. The Amendment also permanently reduces the aggregate commitments of the lenders under the Credit Agreement from $160 million to the total amount outstanding under the Credit Agreement as of the Effective Date. The aggregate commitments shall be further reduced from time to time by any amounts paid to the Administrative Agent for the accounts of the lenders from cash proceeds of certain approved dispositions and cash proceeds of certain federal tax refunds which the obligors may be entitled to receive. The Amendment also further modifies and extends the application of certain negative covenants through May 1, 2009, that limit the Company's ability to (i) pledge certain assets of the Company or its subsidiaries or grant consensual liens on such assets; (ii) incur additional indebtedness for borrowed money; and (iii) dispose of real estate, improvements or material assets of the Company or its subsidiaries. Based on revised cash flow forecasts as well as a result of the cash proceeds from the March 18, 2009 sale of the Company's Greystone subsidiary, Sunrise currently expects that its cash balances and expected cash flow will be sufficient to operate the Company and meet its obligations through April 30, 2009. However, Sunrise does not expect to be in compliance with the financial covenants in the Credit Agreement on April 30, 2009, which is the day following the date on which the waiver of certain financial covenants set forth in the Credit Agreement expires. Unless a subsequent waiver is granted, failure to comply with the financial covenants on April 30, 2009, would constitute an event of default under the Credit Agreement that would allow the lenders under the Credit Agreement to exercise certain remedies after the expiration of any applicable grace period. Additionally, the lenders under the Credit Agreement would not be obligated to make any advance of proceeds of the loans or issue any letters of credit during the pendency of the event of default. As of March 23, 2009, the Company had outstanding borrowings of $93.5 million and outstanding letters of credit of approximately $24.5 million. From time to time, the Company has had customary commercial banking relationships with certain of the lenders under the Credit Agreement, including other commercial lending and banking arrangements. In addition, the Company has engaged and may in the future engage, from time to time, one or more of the lenders or their affiliates to provide investment banking and other advisory and financial services to the Company. The Company is seeking to restructure its Bank Credit Facility and is exploring other potential sources of capital with other third parties. Additional financing resources will be required to refinance existing indebtedness that comes due within the next 12 months. The Company also is in the process of seeking waivers and discussing a comprehensive restructuring plan with the lenders to its German communities, the lender to the Fountains portfolio, the Company's venture partner in the Fountains portfolio and certain other lenders. The Company believes it is in the best interests of all of its creditors to grant such waivers or reach negotiated settlements with Sunrise to enable the Company to continue operating. However, there can be no assurance that such waivers will be received or such settlements will be reached. About Sunrise Senior Living McLean, Virginia-based Sunrise Senior Living, Inc. (SRZ) -- http://www.sunriseseniorliving.com-- employs roughly 40,000 people. As of December 31, 2008, Sunrise operated 435 communities in the United States, Canada, Germany and the United Kingdom, with a combined capacity for approximately 54,000 residents. Sunrise offers a full range of personalized senior living services, including independent living, assisted living, care for individuals with Alzheimer's and other forms of memory loss, as well as nursing, rehabilitative and hospice care. TALLYGENICOM LP: Printronix Named Winning Bidder for U.S. Assets ---------------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware has named Printronix Inc. as the winning bidder in the court-supervised auction of certain assets of TallyGenicom LP, the U.S.-based entity of TallyGenicom. The acquired assets include the intellectual property, inventory and equipment necessary to offer TallyGenicom's line-matrix and portions of its serial-matrix and laser printer series along with the Printronix-branded product and solutions portfolio. "We are excited at the opportunity to serve TallyGenicom's long- standing, valued customer base," said Robert A. Kleist, chief executive officer, Printronix. "One of the reasons we pursued this acquisition is that we respect TallyGenicom's strong name recognition and technology platform worldwide. We plan to market the TallyGenicom brand and product lineup in parallel to our Printronix offerings. We believe the combination of Printronix's and TallyGenicom's strong market presence will herald an era of broader geographic reach, segmented industry offerings, expanded solutions and higher levels of customer satisfaction." By adding the TallyGenicom products to its lineup, Printronix will be able to broaden the geographic scope of its business as well as serve more industry sectors. Printronix expects the dual brand strategy to generate efficiencies that will benefit its global community. Most notably, the TallyGenicom acquisition permits Printronix to serve banking, government and health care customers better. Printronix also can work with more customers through the organic, geographic and acquisition growth that this transaction permits. The announcement sets in motion another milestone in a series of strategic decisions made since Vector Capital completed its acquisition of Printronix in January 2008. "Against the backdrop of a challenging global economic landscape, this acquisition represents a big and bold step toward Printronix's future success," said Amish Mehta, partner, Vector Capital. "In fact, the TallyGenicom acquisition is another marker in a succession of global competitive initiatives, all designed to position Printronix as the most trusted manufacturer of industrial and back-office printing as well as printing compliance solutions in the world." During the integration of acquired assets, a Printronix transition team will work with TallyGenicom to facilitate the transition. Printronix has offered select TallyGenicom employees employment, and others will be retained through the transition period. Printronix will continue to evaluate staffing needs -- as well as other aspects of engineering, branding, marketing and logistics -- during the upcoming months of integration. As reported by the Troubled Company Reporter on March 20, 2009, according to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court for the District of Delaware (Wilmington) has approved the sale of TallyGenicom L.P.'s business to Printronix for $36.6 million, including the assumption of $23 million in secured debt, $6.75 million in warranty claims and $4 million in accounts payable. The German liquidator for affiliate TallyGenicom A.G. took an appeal of the sale order, disputing the right of the U.S. side of the company to sell some of the property. The liquidator wants the sale stayed pending the appeal. The lender providing the Debtor with debtor-in-possession financing required a quick sale and agreed not to bid for the assets using its claim rather than cash. No competing bids were made against Printronix, and, as a result, the scheduled auction was cancelled, and the Court approved the sale. About Printronix Inc. Since 1974, Printronix Inc. -- http://www.printronix.com/-- has created innovative printing solutions for the industrial marketplace and supply chain. The company is a worldwide leader in enterprise solutions for line-matrix printing and has earned an outstanding reputation for its high-performance thermal bar code and fanfold laser printing solutions. Printronix also has become an established leader in pioneering technologies, including radio frequency identification (RFID) printing, bar code compliance and networked printer management. Printronix is headquartered in Irvine, California. About TallyGenicom Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide an array of business and industrial imaging devices and printer parts. The company and two of its affiliates filed for Chapter 11 protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09- 10266). Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their restructuring efforts. The Debtors propose Proskauer Rose LLP as their special corporate counsel; CRG Partners Group LLC as financial advisor; and Donlin Recano & Company Inc. as their claims agent. Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., represent Printronix Inc., the stalking horse bidder. Randall L. Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, represent Dymas Funding Company LLC, agent to Printronix' lenders. When the Debtors filed for protection from their creditors, they listed assets and debts between $10 million to $50 million each. TALLYGENICOM LP: Unit Liquidator's Ch 15 Filing Fails to Stop Sale ------------------------------------------------------------------ The German liquidator for TallyGenicom AG filed a Chapter 15 petition, in Boston, Massachusetts, aiming to stop the sale of assets of its Germany-based company's parent, which has filed for Chapter 11 in Delaware. The Delaware Court has approved the sale of U.S. based TallyGenicom LP's business to Printronix Inc. for $36.6 million, including the assumption of $23 million in secured debt, $6.75 million in warranty claims and $4 million in accounts payable. Michale Pluta, the preliminary insolvency administrator of TallyGenicom A.G. sought a stay of the sale pending its appeal, citing that it has rights to some of the property. The Delaware Court, however, refused to issue a stay order. According to Bloomberg's Bill Rochelle, the German liquidator filed the Chapter 15 petition for TallyGenicom A.G., the subsidiary, in Boston on March 19. Late in the day on March 19, the parent's lawyers went to the bankruptcy judge in Delaware who the same day signed an order stopping proceedings in Boston on the Chapter 15 petition by the subsidiary. The parent based its action on a provision in bankruptcy law giving the judge in the first-filed case the ability to decide where any affiliate's later-commenced bankruptcy proceeding should take place. The bankruptcy judge in Boston, being informed of the action by the Delaware judge, immediately canceled a hearing that had been scheduled for March 20 in Boston. TallyGenicom L.P.'s lender required a quick sale of the business. About TallyGenicom L.P. Headquartered in Chantilly, Virginia, TallyGenicom L.P. aka Datacom Manufacturing LP -- http://www.tallygenicom.com-- provide an array of business and industrial imaging devices and printer parts. TallyGenicom L.P. and two of its affiliates filed for Chapter 11 protection on January 27, 2009 (Bankr. D. Del. Lead Case No. 09- 10266). Ann C. Cordo, Esq., and Gregory Thomas Donilon, Esq., at Morris Nichols Arsht & Tunnell LLP, represent the Debtors in their restructuring efforts. The Debtors propose Proskauer Rose LLP as their special corporate counsel; CRG Partners Group LLC as financial advisor; and Donlin Recano & Company Inc. as their claims agent. Suzzanne Uhland, Esq., at O'Melveny & Myers LLP, and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., represent Printronix Inc., the stalking horse bidder. Randall L. Klein, Esq., at Goldberg Kohn Bell Black Rosenbloom & Moritz, Ltd., and Steven K. Kortanek, Esq., at Womble Carlyle Sandridge & Rice, PLLC, represent Dymas Funding Company LLC, agent to Printronix' lenders. When the Debtors filed for protection from their creditors, they listed assets and debts between $10 million to $50 million each. Tallygenicom AG is a Germany based subsidiary of TallyGenicom L.P. Its German liquidator filed a Chapter 15 petition for the comapny on March 19, 2009 (Banrk. D. Mass., Case No. 09-12253). The petitioner, Michale Pluta is the Preliminary Insolvency Administrator and putative foreign representative of TallyGenicom AG under Germany's Insolvenzordnung Insolvency Act pending before the Amtsgericht, the Local Court of Ulm. The petitioner's counsel, is Steven T. Hoort, Esq., at Ropes & Gray, in Boston, Massachusetts. The company estimated assets and debts of $10 million to $50 million. TELEPLUS WORLD: Files Schedules of Assets and Liabilities --------------------------------------------------------- Teleplus World, Corp., filed with the U.S. Bankruptcy Court for the Southern District of Florida, a schedule of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ------------ A. Real Property $0 B. Personal Property $11,176,165 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $15,484,980 E. Creditors Holding Unsecured Priority Claims $248,031 F. Creditors Holding Unsecured Non-priority Claims $3,192,490 ----------- ----------- TOTAL $11,176,165 $18,925,502 Headquartered in Miami-Lakes, Florida, Teleplus World, Corp. -- http://www.teleplusworld.com/en/-- provides telecommunications products and services including local lines, long distance, toll free and high speed internet services to customers in 53 distinct centrex serving areas. The Debtor filed for Chapter 11 protection on March 5, 2009 (Bankr. S.D. Fla. Case No. 09-13799). Phillip M. Hudson III, Esq., at Arnstein & Lehr LLP, represents the Debtor in its restructuring efforts. The Debtor's financial condition as of Feb. 28, 2009, showed total assets of $10,825,743 and total debts of $21,244,618. THORNBURG MORTGAGE: Fitch Cuts Issuer Default Rating to 'RD' ------------------------------------------------------------ Based on Thornburg Mortgage, Inc.'s expiration of its amended and restated override agreement and entry into forbearance agreements with the counterparties to such agreement, Fitch Ratings has downgraded Thornburg's Issuer Default Rating to 'RD' (Restricted Default) from 'CCC'. Thornburg's 'RD' IDR indicates that Thornburg has experienced an uncured payment default regarding the amended and restated override agreement, but Thornburg has not otherwise ceased business. In the event Thornburg enters into bankruptcy filings, administration, receivership, liquidation or other formal winding- up procedure, which Fitch believes is imminent, the IDR would be downgraded to 'D'. Fitch's outstanding ratings for Thornburg are: -- Senior notes at 'C/RR6'; -- Senior secured subordinated notes at 'C/RR6'; -- Subordinated notes at 'C/RR6'; -- Preferred stock at 'C/RR6'. Based in Santa Fe, New Mexico, Thornburg Mortgage, Inc. is a single-family residential mortgage lender focused principally on prime and super-prime borrowers seeking jumbo and super-jumbo adjustable-rate mortgages. TRANSMERIDIAN EXPLORATION: Files Schedules of Assets and Debts -------------------------------------------------------------- Transmeridian Exploration Incorporated and its affiliated debtors filed with the U.S. Bankruptcy Court for the Southern District of Texas, their schedules of assets and liabilities, disclosing: Name of Schedule Assets Liabilities ---------------- ----------- ----------- A. Real Property B. Personal Property $303,419,881 C. Property Claimed as Exempt D. Creditors Holding Secured Claims $290,000,000 E. Creditors Holding Unsecured Priority Claims $5,984,317 F. Creditors Holding Unsecured Non-priority Claims ----------- ----------- TOTAL $303,419,881 $295,984,317 A full-text copy of the Debtors' schedules of assets and liabilities is available for free at: http://ResearchArchives.com/t/s?3a91 Headquartered in Houston, Texas, Transmeridian Exploration Incorporated explores oil and gas in the Caspian Sea region. The company and three of its affiliates filed for Chapter 11 protection on March 30, 2009 (Bankr. S.D. Tex. Lead Case No. 09-31859). TRANSMERIDIAN EXPLORATION: Taps Wauson * Probus as Attorneys ------------------------------------------------------------ Transmeridian Exploration Incorporated and its affiliated debtors ask the United States Bankruptcy Court for the Southern District of Texas for authority to employ Wauson * Probus as their attorneys. The firm will: a) analyze the financial situation, and rendering advice and assistance to the Debtors in determining whether to file a petition under title 11 of the United States Code; b) prepare and file Debtors' Chapter 11 petition, schedules, statements of financial affairs, and related initial pleadings; c) represent the Debtors at their Initial Conference with the U.S. Trustee and at the Debtors' First Meeting of Creditors; d) represent the Debtors in any and all matters related to postpetition administrative matters or matters involving the Debtors' assets and liabilities and financial affairs. e) represent the Debtors with respect to any adversary proceeding related to any prepetition transfers of the Debtors, recovery of any preferences, turnover actions, liens against property of the estate, and property of the estate; f) represent the Debtors with respect to negotiations for any postpetition financing for the Debtors, whether secured or unsecured, preparing and filing any pleadings necessary to obtain court approval for such financing as necessary, and attending any hearings on such matters. g) represent the Debtors with respect to negotiations for the Debtors' use of cash collateral, to the extent of the existence of any cash collateral, preparing and filing any pleadings necessary to obtain court approval for such use of cash collateral, and attending any hearings on such matters. h) represent the Debtors with respect to administrative motions related to the Debtors' ongoing operations, including motions for payment of prepetition expenses and motions for adequate assurance of payment of utilities and attending any hearings on such matters. i) represent the Debtors with respect to negotiations for the assumption or rejection of any unexpired leases of nonresidential, real property or executory contracts, preparing and filing any pleadings necessary to assume, accept, or reject any such leases or contracts, and attending any hearings on such matters. j) represent the Debtors with respect to preparing a disclosure statement and plan of reorganization on behalf of the Debtors and assisting the Debtors in obtaining approval of their disclosure statement and confirmation of their plan of reorganization; k) represent the Debtors with respect to objections to proofs of claim and allowance or disallowance of claims against the Debtors; and l) representation the Debtor with respect to postpetition consummation of the plan of reorganization and other postpetition matters necessary to the implementation of the plan of reorganization. John Wesley Wauson, Esq., partner of the firm, charges $450 per hour for this engagement while Matthew B. Probus, also a partner of the firm, bills $350 per hour for his services. The Debtors will pay the firm's other associated attorneys for $250 per hour and paraprofessionals for $95 per hour. Furthermore, the Debtors will pay the undersigned any costs and expenses incurred during representation the Chapter cases. The firm said it received $50,000 from the Debtors, of which $15,000 were paid for prepetition legal services and expenses rendered. Messrs. Wauson and Probus, assures the Court the the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Houston, Texas, Transmeridian Exploration Incorporated explores oil and gas in the Caspian Sea region. The company and three of its affiliates filed for Chapter 11 protection on March 30, 2009 (Bankr. S.D. Tex. Lead Case No. 09-31859). TRUMP ENT: Can Use Prepetition Lenders' Cash Collateral to June 17 ------------------------------------------------------------------ The U.S. Bankruptcy Court for the District of New Jersey has granted Trump Entertainment Resorts, Inc. and its debtor- affiliates permission to use the Prepetition Secured Parties' Cash Collateral solely for the purposes identified in a 13-week budget. The Debtors are permitted to use Cash Collateral until June 17, 2009, unless earlier terminated upon the occurrence of certain termination events. Upon the occurrence of the Termination Date, all accrued interest and fees and all Adequate Protection Obligations will be immediately due and payable. As of the Petition Date, each of the Debtors were obligated to Beal Bank and Beal Bank Nevada in the aggregate principal amount of not less than $488.8 milion (plus accrued and unpaid contract interest and other charges). This is secured by first priority liens in substantially all of the Debtors' real and personal property. As of the Petition Date, each of the Debtors (other than Trump Entertainment Resorts, Inc., TER Management Co., LLC and TER Development Co. LLC) were obligated to U.S. Bank National Association, as trustee and collateral agent for the holders of the $1.25 billion 8-1/2% Senior Secured Notes due 2015, in the aggregate principal amount of $1,248,968,669 plus accured and unpaid interest of approximately $53,018,168. This is secured by a second lien in the collateral held by Beal Bank. As adequate protection, the Debtors will pay on an ongoing basis: i) to the Prepetition Agent, for the benefit of the Prepetition lenders, (a) the current cash payment of principal and interest, (b) immediately upon entry of the Final order, cash payments equal to all accrued and unpaid interest, fees, and expenses, and (c) from time to time after the Petition Date, the current cash payment of documented fees and expenses as and when due and payable; and ii) to the Noteholder Collateral Agent, for the benefit of the Noteholders, (a) immediately upon entry of the final order, cash payments equal to all reasonable and documented fees and expenses incurred by the Noteholder Collateral Agent owing prior to the Petition Date, and (b) from time to time after the Petition Date, the current cash payment of reasonable and documented fees and expenses of the Noteholder Collateral Agent. To the extent of any diminution in the value of the respective interests of the Prepetition Agent and Prepetition Lenders in the Prepetition First Lien Lender Collateral (including the Cash Collateral), the Prepetition Agent, for the benefit of the Prepetition Lenders is granted: (i) first priority postpetition security interests in on all of the Collateral; and (ii) first priority superpriority administrative expense claim under Sec. 507(b) of the Bankruptcy Code. To the extent of any diminution in the value of the respective interests of the Noteholder Collateral Agent, in the Prepetition Noteholder Collateral, the Noteholder Collateral Agent, for the benefit of itself and the Noteholders, is granted (i) second priority postpetition security interests in all of the Collateral; and (ii) second priority superpriority administrative expense claims under Sec. 507(b) of the Bankruptcy Code. A copy of the Court's Final Cash Collateral Order, dated as of March 23, 2009, is available at: http://bankrupt.com/misc/TrumpEnt.FinalCashCollateralOrder.pdf About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the company and, as its non- executive chairman, is not involved in the daily operations of the company. The company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC and other affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). Charles A. Stanziale, Jr., Esq., Jeffrey Thomas Testa, Esq., Joseph Lubertazzi, Jr., Lisa S. Bonsall, Esq., and Angela S. Abreu, Esq., at McCarter & English, LLP, represents the Debtors as counsel. Philip Rosen, Esq., Ted S. Waksman, Esq., and Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP represent the Debtors as co-counsel. Lazard Freres & Co. LLC is Debtors' financial advisor and investment banker. The company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. TRUMP ENTERTAINMENT: Section 341(a) Meeting Set for April 8 ----------------------------------------------------------- Roberta A. DeAngelis, the Acting United States Trustee for Region 3, will convene a meeting of TCI 2 Holdings, LLC's creditors on April 8, 2009, at 10:00 a.m., at the Office of the United States Trrustee, One Newark Center, 14th Floor, Room 1401, in Newark, New Jersey. 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 officer of the Debtors under oath about the Debtors' financial affairs and operations that would be of interest to the general body of creditors. About Trump Entertainment Based in Atlantic City, New Jersey, Trump Entertainment Resorts Inc. (NASDAQ: TRMP) -- http://www.trumpcasinos.com/-- owns and operates three casino hotel properties in Atlantic City, New Jersey, which include Trump Taj Mahal Casino Resort, Trump Plaza Hotel and Casino, and Trump Marina Hotel Casino. The company conducts gaming activities and provides customers with casino resort and entertainment. Donald Trump is a shareholder of the company and, as its non- executive chairman, is not involved in the daily operations of the company. The company is separate and distinct from Mr. Trump's privately held real estate and other holdings. Trump Entertainment Resorts, TCI 2 Holdings, LLC and other affiliates filed for Chapter 11 on Feb. 17, 2009 (Bankr. D. N.J., Lead Case No. 09-13654). Charles A. Stanziale, Jr., Esq., Jeffrey Thomas Testa, Esq., Joseph Lubertazzi, Jr., Lisa S. Bonsall, Esq., and Angela S. Abreu, Esq., at McCarter & English, LLP, represents the Debtors as counsel. Philip Rosen, Esq., Ted S. Waksman, Esq., and Michael F. Walsh, Esq., at Weil Gotshal & Manges LLP represent the Debtors as co-counsel. Lazard Freres & Co. LLC is Debtors' financial advisor and investment banker. The company disclosed assets of $2,055,555,000 and debts of $1,737,726,000 as of Dec. 31, 2008. UNEQ INC.: Voluntary Chapter 11 Case Summary -------------------------------------------- Debtor: UNEQ, INC. 451 Kennedy Road Akron, OH 44305 Bankruptcy Case No.: 09-50895 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Northern District of Ohio (Akron) Judge: Marilyn Shea-Stonum Debtor's Counsel: Marc P Gertz, Esq. Goldman & Rosen, Ltd. 11 S Forge St. Akron, OH 44304 Tel: (330) 376-8336 Email: mpgertz@goldman-rosen.com Total Assets: $0.00 Total Debts: $2,701,293.49 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Rosetta $1,422.40 5912 Breckenridge Pkwy. Tampa, FL 33610 Zebra Technologies $1,415.00 6048 Eagle Way Chicago, IL 60678 The petition was signed by Timothy S. Brennan, Vice President of the company. UNIVERSAL ENERGY: Says 4th Quarter 2008 Production Up ----------------------------------------------------- Universal Energy Corp. announced fourth quarter 2008 production, March 10. During the fourth quarter of 2008, Universal Energy Corp.'s share of production was approximately 32.0 million cubic feet of gas. This marks the fourth consecutive quarter of production increases by the Company. Billy Raley, Chief Executive Officer of Universal Energy Corp commented that the production was solid to close out fiscal 2008 and that the tripling production since the first quarter of 2008 is impressive. According to the Company, it aims to continue that production success in 2009. About Universal Energy Headquartered in Lake Mary, Fla., Universal Energy Corp. (OTC BB: UVSE) is an independent energy company engaged in the acquisition and development of crude oil and natural gas leases in the United States and Canada. The company's minority working interests in drilling prospects currently consist of land in Alberta, Canada, Louisiana and Texas. Universal Energy Corp.'s consolidated balance sheet at September 30, 2008, showed $3.95 million in total assets and $7.02 million in total liabilities, resulting in a $3.07 million stockholders' deficit. At September 30, 2008, the company's consolidated balance sheet also showed strained liquidity with $55,619 in total current assets available to pay $6.85 million in total current liabilities. The company reported net income of $3.92 million for the quarter ended September 30, 2008, compared with a net loss of $4.43 million for the same period of 2007. US ACQUISITIONS: List of 30 Largest Unsecured Creditors ------------------------------------------------------- U.S. Acquisitions & Oil, Inc., filed with the U.S. Bankruptcy Court for the District of Delaware a list of 30 largest unsecured creditors. The Debtor's largest unsecured creditors are: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bill Egan dba Egan Oil Co. $3,183,238 500 Industry Avenue NW Anoka, MN 55303 Southwest Guaranty $2,143,206 1313 Campbell Rd., Building D Houston, TX 77055-6429 Gulf Coast Bank and Trust Company $1,777,502 200 St. Charles Avenue, New Orleans, LA 70130 AKJ Development Corp. $1,153,336 P.O. Box 510275 Key Colony Beach, FL 33051 Arendal Dental Clinic $784,940 101 E. 5th Street No. 299 St. Paul, MN 55101 Dr, Deborah Cohen $616,000 3716 Michelle Way Pikesville, MD 21208 American Bank $596,577 1578 University Ave. W. St. Paul, MN 55104 Laureen & Deanna Ballinger $495,000 328 4th St. SE No. 101 Minneapolis, MN 55414 Dr. Avraham Cohen $457,400 3716 Michelle Way Pikesville, MD 21208 Jill & Randy Yungerberg $291,600 365 Smith Ave N St. paul, MN 55102 Draeger Oil Company, Inc. $221,946 MMG Financial $190,000 Deanna Ballinger $166,225 Wells Fargo Business Direct Division $150,000 Gary Burk $121,500 Garrow Oil Corp., Inc $113,709 Naomi Issacson & Laureen Ballinger $111,000 Naomi Issacson $102,177 Western Union Metridian Building $99,071 Lockridge Grindal Nauen $73,506 Dennis Villiard $70,700 Merwin Oil Company $62,505 WE Energies $51,632 Associated Bank, N.A. $45,675 Firestone Financial Corp $44,889 Asher & Michal Goldstein $44,701 First lease, Inc. $41,121 Barak Steenlage $40,000 Randy & Sarah Fayas $38,288 Automated Roof Removal Systems Inc. $38,000 About U.S. Acquisitions & Oil, Inc. Headquartered in Shawano, Wisconsin, U.S. Acquisitions & Oil, Inc. operates gasoline service stations. The Debtor and its debtor- affiliates filed for Chapter 11 protection on March 16, 2009, (Bankr. D. Del. Lead Case No.: 09-10875) The Debtors listed estimated assets of $10 million to $50 million and estimated debts of $1 million to $10 million. UTAH 7000: Unable to Get Exit Financing; To Auction Assets ---------------------------------------------------------- Utah 7000 LLC failed to obtain the $85 million in exit financing necessary to consummate the terms of its bankruptcy court- confirmed Chapter 11 plan. According to Bloomberg's Bill Rochelle, as a consequence, the Plan calls for selling the Debtor's Promontory project, a 7,224-acre master-planned development near Park City, Utah, at auction by April 15. At the auction, the first-lien lenders owed $313 million may bid using their debt rather than cash, the same report relates. About Utah 7000 Based in Park City, Utah, Utah 7000 LLC fka Pivotal Promontory LLC operates and develops resort community near Park City and Deer Valley ski resorts. Utah 7000 owns a 7,224-acre master-planned development near Park City, Utah, known as Promontory, On March 28, certain holders of junior and second priority liens filed for involuntary Chapter 11 petitions against the Company (Bankr. D. Utah Lead Case No.08-21869). Kenneth L. Cannon, II, Esq., at Durham Jones & Pinegar, represents the petitioners. On April 3, 2008, the Debtors gave their consent to the entry of an order for Chapter 11 bankruptcy relief. Danny C. Kelly, Esq., at Stoel Rives LLP and Eve H. Karasik, Esq., at Stutman Treister & Glatt Professional Co., represent the Debtors in their restructuring efforts. The U.S. Trustee for Region 19 appointed an Official Committee of Unsecured Creditors in the cases. J. Thomas Beckett, Esq., at Parsons Behle & Latimer, represents the Committee. According to Bloomberg, Judge Judith A. Boulden estimated the value of Utah 7000's property at $560.1 million. The Debtor owes about $431.5 million to several secured creditors. VERSO TECHNOLOGIES: Committee Files $20-Mil. Suit vs. Former Execs ------------------------------------------------------------------ The official committee of unsecured creditors of Verso Technologies Inc., has sued the former top executives of the Company, charging them with making "financially disastrous acquisitions" against the company's best interest "without undertaking due diligence or obtaining fairness opinions," Bloomberg's Bill Rochelle reported. The Committee, according to the report, wants $20 million in damages. As reported by the TCR on March 12, Verso has filed a proposed Chapter 11 plan of liquidation. According to the disclosure statement, holders of general unsecured claims, expected to aggregate $17 million, will receive a recovery of 10% to 25%. A full-text copy of the Disclosure Statement, dated as February 20, 2009, is available at: http://bankrupt.com/misc/VersoTech.JointDisclosureStatement.pdf The Debtors have sold substantially all of their assets pursuant to a court-approved sales process. About Verso Technologies Headquartered in Atlanta, Georgia, Verso Technologies Inc. (OTC:VRSOQ) -- http://www.verso.com/-- provides telecommunications service in the United States. The company and its affiliates manufacture, deliver, and provide support for hardware, software and service solutions primarily to large wireline, cellular, wireless and satellite carriers. The company and four of its affiliates filed for Chapter 11 protection on April 25, 2008 (Bankr. N.D. Ga. Lead Case No. 08-67659). J. Robert Williamson, Esq., at Scroggins and Williamson, James R. Sacca, Esq., and John D. Elrod, Esq., at Greenberg Traurig, LLP represent the Debtors as counsel. The Debtors selected Logan and Company Inc. as their claims agent. Darryl S. Laddin, Esq., and Stephen M. Dorvee, Esq., at Arnall Golden Gregory LLP represent the Official Committee of Unsecured Creditors as counsel. When the Debtors filed for protection from their creditors, they listed total assets of $34,263,000 and total debts of $36,657,000. WAVE SYSTEMS: Reports $20,549,000 Net Loss in 2008 -------------------------------------------------- Wave Systems Corp. on March 12 announced results for its fourth quarter and year ended December 31, 2008, and highlighted recent corporate developments. The Company's 2008 net revenues rose 75% to $3,291,000, compared with Q4 2007 net revenues of $1,875,000, reflecting increased software royalties, as well as growth in software license upgrades. For the full year 2008, net revenues grew 40% to $8,810,000, compared to 2007 net revenues of $6,307,000. For Q4 2008, Wave reported a net loss of $3,295,000, compared with a Q4 2007 net loss of $5,288,000, and a Q3 2008 net loss of $5,605,000. Wave's Q4 2008 net loss attributable to common stockholders after accounting for the accretion of a non-cash beneficial conversion feature on the Series J and Series K convertible preferred stock issuances during the quarter was $3,952,000 compared with a Q4 2007 net loss attributable to common stockholders of $5,288,000, and a Q3 2008 net loss attributable to common stockholders of $5,605,000. Per-share figures are based on a weighted average number of basic shares outstanding in the fourth quarters of 2008 and 2007 of 58,708,000 and 49,699,000, respectively, and 57,896,000 for Q3 2008. For the full year 2008, Wave reported a net loss of $20,549,000, compared with a 2007 net loss of $19,952,000. Net loss attributable to common stockholders after accounting for the accretion of a non-cash beneficial conversion feature on the Series J and Series K convertible preferred stock issuances in Q4 2008 was $21,206,000 for 2008, compared with a 2007 net loss attributable to common stockholders of $19,952,000. Per-share figures are based on a weighted average number of basic shares outstanding in 2008 and 2007 of 55,379,000 and 46,661,000, respectively. Steven Sprague, Wave's President and CEO, commented that 2008 was a year of steady progress, increased revenues and important milestones for Wave, including the shipping of the 44 millionth copy of the Company's EMBASSY Trust Suite (ETS) software in December. He also added that the Company continued to make great strides in delivering an easy-to-use, easy-to-manage security capability for Dell laptops and desktops. In August, Dell launched its new E-series family of notebook and workstation PCs, replacing Dell's D-series line. Dell made security a top priority with the E-Series, creating a new interface called Dell Control Point with advanced security capabilities including support for contact and contactless smart cards and integrated biometrics for user authentication in the preboot mode. In other partner news, in Q4 Wave signed a distribution agreement with Acer, the third-largest PC OEM in the world and an important industry player in the Asia Pacific region. Acer began shipping ETS on its Veriton line of business-class desktops in December. Wave also played an important role in the industry's debut of new full disk encryption (FDE) drives from the leading FDE drive manufacturers. In Q4, the Company announced support for Fujitsu's new FDE drives and for Seagate's next-generation of higher capacity, faster 7200 FDE drives. Industry awareness of these drives increased further last month when the Trusted Computing Group published its much-anticipated Opal storage security standard. The Opal standard is a significant step in removing barriers for businesses interested in deploying FDEs, enabling them to begin buying and using drives today, even in mixed environments. The CEO stressed that the Company has also continued to make progress on sales of enterprise server products that enable companies to manage their trusted devices. A full-text copy of the Company's Annual Report on Form 10-K is available at no charge at: http://ResearchArchives.com/t/s?3a98 About Wave Systems Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX) -- http://www.wave.com/-- provides software to help solve critical enterprise PC security challenges such as strong authentication, data protection, network access control and the management of these enterprise functions. Going Concern Doubt As reported in the Troubled Company Reporter on March 28, 2008, KPMG LLP, in Boston, expressed substantial doubt about Wave Systems Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the company's recurring losses from operations and accumulated deficit. As of December 31, 2008, the Company had $3.4 million in total assets and $9.4 million in total liabilities, resulting in $6.0 million in stockholders' deficit. WAVE SYSTEMS: Sells 785,000 Class A Shares for $431,000 ------------------------------------------------------- Wave Systems Corp. on March 13, 2009, entered into Subscription Agreements with certain purchasers pursuant to which Wave sold 785,000 shares of Class A Common Stock, par value $0.01 per share, for an aggregate purchase price of approximately $431,750. The Common Shares are priced at $0.55 per share. The Purchasers are also receiving warrants to purchase 392,500 Common Shares at an exercise price of $0.55. The warrants are exercisable for three years beginning on the date of the initial issuance of the warrants. The Common Shares (including the shares issuable upon exercise of the warrants) are to be drawn-down off of a shelf registration statement declared effective by the Securities and Exchange Commission on June 23, 2008. Also on March 13, 2009, Security Research Associates, Inc., entered into a placement agency agreement with Wave in which they agreed to act as placement agent in connection with the offering. In connection with the offering, Wave agreed to pay the Placement Agent a cash fee of $25,905 -- 6% of the gross proceeds paid to Wave in connection with this offering -- and will issue to the Placement Agent a warrant to purchase up to 47,100 Common Shares at an exercise price of $0.55 per share. The warrant is exercisable for three years beginning on the date of initial issuance of the warrant. The Placement Agent has no obligation to buy any Common Shares from the Company. The Company filed a Prospectus Supplement for the issuance of 785,000 shares. A full-text copy of the Prospectus Supplement is available at no charge at: http://ResearchArchives.com/t/s?3a99 About Wave Systems Headquartered in Lee, Mass., Wave Systems Corp. (Nasdaq : WAVX) -- http://www.wave.com/-- provides software to help solve critical enterprise PC security challenges such as strong authentication, data protection, network access control and the management of these enterprise functions. Going Concern Doubt As reported in the Troubled Company Reporter on March 28, 2008, KPMG LLP, in Boston, expressed substantial doubt about Wave Systems Corp.'s ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the Company's recurring losses from operations and accumulated deficit. As of December 31, 2008, the Company had $3.4 million in total assets and $9.4 million in total liabilities, resulting in $6.0 million in stockholders' deficit. WELLCARE HEALTH: S&P Corrects Rating on $160 Mil. Loan to 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services has corrected its rating on WellCare Health Plans Inc.'s $160 million term loan. The bank loan is rated 'B-'. Because of an incorrect maturity date, S&P had inadvertently withdrawn the rating on the bank loan. S&P has corrected the maturity date, which is May 17, 2009, and S&P has reinstated the 'B-' rating. This rating, along with the counterparty credit rating on WellCare, had been on CreditWatch with negative implications. But, S&P has removed the counterparty credit rating from CreditWatch, so the bank loan rating is not on CreditWatch either. WENDY'S INTERNATIONAL: Moody's Assigns 'B1' Corp. Family Rating --------------------------------------------------------------- Moody's Investors Service assigned a B1 Corporate Family Rating and Probability of Default Rating to Wendy's International Holdings, LLC. In addition, Moody's raised the senior secured ratings of Arby's Restaurant Group to Ba2 from B1 and confirmed the B2 senior unsecured rating of Wendy's International Inc. The ratings outlook is negative. "The rating actions reflect the greater linkage between Wendy's and Arby's as a result of the recent amendment to Arby's senior secured bank credit facility, which now incorporates WIH and Wendy's as co-borrowers. This linkage is further strengthened through joint and several guarantees from WIH as well as Wendy's and all of its material subsidiaries under the amended credit facility" stated Bill Fahy VP, senior analyst. As a result of the closer legal, operational, and economic links of the Arby's and Wendy's businesses, Moody's will now evaluate the Wendy's and Arby's operations as a consolidated enterprise. Previously, Wendy's and Arby's had each been evaluated on a stand alone basis. This change will result in the CFR and PDR ratings being assigned at the Wendy's International Holdings level. The CFR and PDR ratings previously assigned at the Arby's and Wendy's levels, respectively, will be withdrawn. The B1 CFR of WIH reflects the company's reasonable debt protections measures, adequate liquidity, and meaningful scale. The ratings also incorporate increasing margin pressures due to weak consumer spending, intense competition, and food cost inflation -- particularly at Arby's. The negative outlook reflects Moody's expectation that the deterioration of Arby's operations will continue to mitigate any improvement in the Wendy's business. As a result, although Wendy's represents the substantial majority of operations and assets of the overall enterprise, Moody's believe any improvement in enterprise-wide debt protection measures will be hampered by further weakness of the Arby's business. Ratings assigned: Wendy's International Holdings, LLC -- Corporate Family Rating of B1 -- Probability of Default Rating of B1 Ratings withdrawn: Wendy's International Inc. (Wendy's) -- Corporate Family Rating - B1 -- Probability of Default Rating - B1 -- $200 million senior secured revolving credit facility expiring 2011 - Ba1 Arby's Restaurant Group Inc. (Arby's) -- Corporate Family Rating at B2 -- Probability of Default Rating at B3 Ratings confirmed and LGD point estimates adjusted are: Wendy International Inc. (Wendy's) * $100 million 7% senior unsecured notes due 12/15/2025 -- B2 (LGD 5, 74%) * $225 million 6.2% senior unsecured notes due 6/14/2014 -- B2 (LGD 5, 74%) * $200 million 6.25% senior unsecured notes due 11/15/2011 -- B2 (LGD 5, 74%) Ratings upgraded: Arby's Restaurant Group Inc. -- Senior secured revolving credit facility expiring 2011 raised to Ba2 (LGD2, 22%) from B1 (LGD3, 30%) -- Senior secured term loan B due 2012 raised to Ba2 (LGD2, 22%) from B1 (LGD3, 30%) The most recent rating action on Arby's occurred on March 3, 2009, when the ratings were affirmed, CFR at B2 with a negative outlook. The most recent rating action on Wendy's occurred March 3, 2009, when Moody's placed all of the company's rating on review for possible downgrade. Wendy' International Holdings, a wholly owned subsidiary of Wendy's / Arby's Group, is the parent company of Arby's Restaurant Group Inc. and Wendy's International Inc. The company generates consolidated annual revenues of approximately $3.6 billion. WESTMORELAND COAL: Reports $49.9 Million Net Loss for 2008 ---------------------------------------------------------- Westmoreland Coal Company reported a net loss of $49.9 million for 2008 compared to a net loss of $23.2 million for 2007. The 2008 net loss includes $13.3 million in charges related to various debt financings previously reported, a $2.6 million expense for the settlement of two coal royalty claims, and a $2.0 million restructuring charge. These items were partly offset by the $0.9 million gain on the sale of our interest in the Ft. Lupton power project. The 2007 net loss benefited from $12.5 million of income and gains from one time sales of assets and settlements in a benefit fund. These items were partially offset by a $4.5 million restructuring charge, a $1.1 million inventory impairment, and a $0.8 million termination fee related to the termination of the operating contract for the Company's Absaloka Mine. Excluding the $17.1 million of 2008 net expenses and the $6.0 million of 2007 income, Westmoreland's net loss increased by $3.6 million. This increase in net loss was primarily driven by increases in the Company's mining depreciation, depletion, and amortization expenses due to increased capital expenditures and the impact of fuel and other commodity cost increases. The Company also saw significant reductions in their 2008 power segment and corporate expenses. These savings were offset by an increase in heritage workers compensation costs, which was driven primarily by a decrease in the discount rate used and unfavorable claims experience. The company's 2008 sales increased to $509.7 million compared with $504.2 million in 2007. This increase was primarily driven by a $4.7 million increase in their power segment revenues related to an increase in megawatt hours sold and favorable price increases. Also the Company's 2008 coal segment sales increased by $900,000 as a decrease in tons sold and the impact of the Company's Jewett Mine's new coal sales contract were offset by pass-through revenues recognized upon the settlement of coal royalty claims. The 2008 coal revenues of the Company increased to $419.8 million in 2008 compared with $418.9 million in 2007. The power segment revenues increased to $89.6 million compared to $85.0 million in 2007. These revenues, according to the Company, increased due to an increase in megawatt hours sold as they had a large unexpected shutdown in 2007 and improved operating performance in 2008. The 2008 heritage costs were $35.5 million compared to $28.6 million in 2007. Excluding the $5.8 million Combined Benefit Fund gain Westmoreland recognized in 2007, their heritage expenses increased by $1.1 million. Westmoreland's corporate segment's operating expenses totaled $12.7 million in 2008 compared to $10.1 million in 2007. Excluding the restructuring charges of $1.8 million and $3.1 million, respectively, in 2008 and 2007, and the $5.6 million gain on the 2007 sale of mineral rights, the segment operating expenses decreased by $1.8 million. The Company's other expense increased to $31.6 million, compared with $17.4 million of expense in 2007. This increase was predominately driven by special item expenses including $8.1 million of interest on the beneficial conversion feature associated with the convertible debt and the $3.8 million and $1.3 million losses on the extinguishment of mining and power debt, respectively, which the Company refinanced in 2008. A full-text copy of Westmoreland's Financial Report is available for free at: http://ResearchArchives.com/t/s?3a8a Headquartered in Colorado Springs, Colorado, Westmoreland Coal company (AMEX: WLB) -- http://www.westmoreland.com/-- is an independent coal company in the United States. The company mines coal, which is used to produce electric power, and the company owns power-generating plants. The company's coal operations include coal mining in the Powder River Basin in Montana and lignite mining operations in Montana, North Dakota and Texas. Its current power operations include ownership and operation of the two-unit Roanoke Valley coal-fired power plant in North Carolina. * * * As of December 31, 2008, the company's balance sheet showed total assets of $812.9 million, total debts of $269.1 million and shareholders' deficit of $217.5 million. The Troubled Company Reporter reported on April 30, 2008, that KPMG LLP in Denver raised substantial doubt on Westmoreland Coal Company's ability to continue as a going concern after auditing the company's consolidated financial statements for the years ended Dec. 31, 2007, and 2006. The auditing firm pointed to the Company's recurring losses from operations, negative working capital, and shareholders' deficiency. WHITEHALL JEWELERS: Wants to Use Cash Collateral Until June 30 -------------------------------------------------------------- Whitehall Jewelers Holdings, Inc., and Whitehall Jewelers, Inc., ask the U.S. Bankruptcy Court for the District of Delaware for authority to continue using their term lenders' cash collateral through and including June 30, 2009, in accordance with a budget. The Debtors tell the Court that they require the continued use of the Term Lenders' cash collateral to continue the orderly liquidation of their assets and wind-down efforts and to pay necessary administrative expenses. As reported in the Troubled Company Reporter on August 13, 2008, the Debtors commenced a court-ordered bankruptcy liquidation sale on Aug. 13, 2008. The going-out-of-business sales concluded on or about December 29, 2008. The Debtors also ask the Court for authority to make an interim distribution of at least $4.0 million to PWJ Lending II LLC, as agent for the Term Lenders, as requested by the Term Lenders as a precondition to their agreement to Debtor's continued use of cash collateral. The Debtors relate that the payment of the interim distribution to PWJ will not prejudice the Debtors since up to $15 million of PWJ's secured claims is entitled to priority in payment over allowed unsecured claims in accordance with the Global Settlement Agreement. The Global Settlement Agreement, which resolved all disputes pertaining to competing interests in the Debtors' consigned merchandise, was approved by the Court on September 12, 2008. Headquartered in Chicago, Illinois, Whitehall Jewelers Holdings, Inc. -- http://www.whitehalljewellers.com/-- through its subsidiary, Whitehall Jewelers, Inc., operates as a specialty retailer of fine jewelry in the United States. It offers a selection of merchandise, including diamonds, gold, precious and semi-precious jewelry, and watches. As of June 23, 2008, it operated 373 stores in regional and super-regional shopping malls under the names Whitehall and Lundstrom. The Company and Whitehall Jewelers, Inc., filed for Chapter 11 relief on June 23, 2008 (Bankr. D. Del. Lead Case No. 08-11261). James E. O'Neill, Esq., and Laura Davis Jones, Esq., at Pachulski, Stang Ziehl & Jones, LLP; Scott Rutsky, Esq., Peter Antoszyk, Esq., Adam T. Berkowitz, Esq., and Jesse I. Redlener, Esq., at Proskauer Rose LLP, represent the Debtors in their restructuring efforts. Epiq Bankruptcy Solutions LLC is their claims, noticing and balloting agent. In its schedules, Whitehall Jewelers, Inc., listed total assets of $246,571,775 and total debts of $173,694,918. WINTERLAND CONCESSIONS: 7th Circuit Junks Suit Over Acquisition ------------------------------------------------------------------ Bankruptcy Law360 reports that the U.S. Court of Appeals for the Seventh Circuit upheld a lower court's dismissal of allegations that private equity groups illegally wrested control of Winterland Concessions Co. Judges Kenneth F. Ripple, Daniel A. Manion and Terence T. Evans held that the racketeering claims by noteholders and others harmed in the subsequent bankruptcy to be time-barred. WL HOMES: Wachovia Files Suit to Recover $10.5M Loan Payment ------------------------------------------------------------ Bankruptcy Law360 reports that Wachovia Bank NA has sued WL Homes LLC, accusing the bankrupt luxury homebuilder and an insurer of breach of contract, acting in bad faith and failing to repay $10.5 million secured by a loan agreement. The suit, filed Friday in the U.S. District Court for the District of Delaware, claims the bank is entitled to cash collateral in an account that secured the loan, the report says. About WL Homes LLC Headquartered in Irvine, California, WL Homes LLC dba John Laing Homes -- sells and builds houses. The Debtor and five of its affiliates filed for Chapter 11 protection on February 19, 2009 (Bankr. D. Del. Lead Case No. 09-10571). Laura Davis Jones, Esq., and Timothy P. Cairns, Esq., at Pachulski Stang Ziehl & Jones LLP, represent the Debtors in their restructuring efforts. When the Debtors sought protection from their creditors, they listed assets of more than $1 billion, and debts between $500 million to $1 billion. ZEBULON WAY: Voluntary Chapter 11 Case Summary ---------------------------------------------- Debtor: Zebulon O. Way 104 N. 90th Avenue Yakima, WA 98908 Bankruptcy Case No.: 09-01283 Chapter 11 Petition Date: March 12, 2009 Court: United States Bankruptcy Court Eastern District of Washington (Spokane/Yakima) Judge: Frank L. Kurtz Debtor's Counsel: Paul H. Williams, Esq. Law Office of Paul H. Williams 601 North First Street, Suite B P.O. Box 123 Yakima, WA 98907 Tel: (509) 453-4799 Email: phwatlaw@yahoo.com Total Assets: $1,836,800.00 Total Debts: $1,533,846.21 A full-text copy of the Debtor's petition, including its largest unsecured creditors, is available for free at: http://bankrupt.com/misc/waeb09-01283.pdf The petition was signed by Zebulon O. Way. * Glenn Bernabeo Joins Phoenix Capital Resources as Director ------------------------------------------------------------ In a move to strengthen and meet its growing client needs, Phoenix Capital Resources has recently hired industry veteran Glenn S. Bernabeo as a Director. Mr. Bernabeo will be responsible for working with Phoenix Capital's clients in complex transactions, including restructurings and recapitalizations, re-financings, capital raisings for all levels of the balance sheet including senior, second lien and subordinated debt as well as equity (through PM Securities), advisory services as they relate to the sale, merger or acquisition of a business, and restructurings and sales in the context of a bankruptcy proceeding. "I am really excited about Glenn joining our firm as he is a proven track record of getting deals done," said Phoenix Capital Resources Managing Director and Shareholder Vince Colistra. "Given his past hands-on experience, Glenn will be able to hit the ground running in leading a variety of transactions we currently are working on and to support the increased activity we are experiencing." Glenn Bernabeo brings significant transactional experience to the firm's investment banking platform including M&A advisory experience (both in and outside of Chapter 11), Complex Restructurings, Note Sales, Debt-to-Equity conversions, UCC Article 9 - Simultaneous Foreclosures and Sales, and MBO's. Mr. Bernabeo has completed over 30 investment banking transactions in a variety of industries including successful transactions with leading companies such as Cannondale Bicycles, Baldwin Piano and Organ Company, Ped's Brand hosiery (Americal Corporation), and DuoTang Brand Folders (Centis, Inc.). Prior to joining Phoenix Capital Resources, Mr. Bernabeo was a Partner and Director with the Philadelphia based investment banking firm SSG Capital Advisors, L.P., and Berwind Financial Group. Mr. Bernabeo was also a lender with PNC Bank's Corporate Banking Division's Middle Market Group, where he participated in a number of complex transactions including loan syndications, leveraged acquisitions and recapitalizations, and has also made direct principal investments in operating companies. This depth of experience with middle market companies brings a broad perspective to the firm's investment banking clients. Mr. Bernabeo earned his Masters of Business Administration and Finance from Penn State University and a Bachelor of Science from Bucknell University. He earned his Chartered Financial Analyst (CFA) designation in 2000. Mr. Bernabeo has obtained his Series 7, Series 24 and Series 63 licenses. About Phoenix Capital Resources Phoenix Capital Resources specializes in providing capital advisory services to middle market companies in transition. As an operationally focused firm, Phoenix Capital assists distressed and growth-oriented companies with complex transactions including re- financings, restructurings, capital raising, mergers and acquisitions, recapitalizations and auctions in the context of a bankruptcy. Headquartered in Philadelphia, Phoenix Capital's mission is to maximize transactional value and return on investment for its clients. * Steven Panagos Joins Moelis & Company as Managing Director ------------------------------------------------------------ Moelis & Company said Steve Panagos will join the firm in April as a Managing Director and Vice Chairman of its Recapitalization & Restructuring Group. Mr. Panagos is a widely recognized turnaround expert who will provide restructuring advisory services and solutions to the firm's clients. Mr. Panagos has a long and distinguished career of leading complex bankruptcies and reorganizations across a broad spectrum of industries. Mr. Panagos was the National Practice Leader of Kroll Zolfo Cooper's Corporate Advisory & Restructuring Practice. During his 20 year tenure at Kroll Zolfo Cooper, Mr. Panagos provided restructuring advice to numerous companies and also served as Chief Operating Officer and President of Krispy Kreme, Interim Chief Executive Officer and Chief Restructuring Officer of Penn Traffic Supermarkets as well as several interim management positions at many other companies. Before joining Moelis & Company, Mr. Panagos was a Founder of Panagos Katz Situational Investing. "Steve has a 20 year track record of successfully guiding companies through incredibly challenging and transformational processes," said Ken Moelis, Chief Executive Officer of Moelis & Company. "His vast restructuring and turnaround experience will be invaluable to our clients in the current environment." Thane Carlston, Co-Head of the Recapitalization & Restructuring Group, said, "In addition to his deep restructuring expertise, Steve adds operational acumen which is critical to building the premier recapitalization and restructuring practice in the industry. We are thrilled to have Steve further strengthen our ability to provide the highest quality advice and solutions to our clients." Moelis & Company -- http://www.moelis.com/-- is an investment bank that provides financial advisory services and capital raising solutions to clients in connection with mergers and acquisitions, restructurings and other strategic matters. The firm also manages investment funds that integrate capital with its advisory expertise. Moelis & Company serves a broad client base through its offices in New York, Boston, Chicago, London and Los Angeles. * Upcoming Meetings, Conferences and Seminars --------------------------------------------- Apr. 1-4, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center, National Harbor, Md. Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 16-19, 2009 COMMERICAL LAW LEAGUE OF AMERICA 2009 Chicago/Spring Meeting Westin Hotel on Michigan Ave., Chicago, Ill. Contact: (312) 781-2000; http://www.clla.org/ Apr. 17-18, 2009 NATIONAL ASSOCIATION OF BANKRUPTCY TRUSTEES NABT Spring Seminar The Peabody, Orlando, Florida Contact: http://www.nabt.com/ Apr. 20, 2009 AMERICAN BANKRUPTCY INSTITUTE Consumer Bankruptcy Conference John Adams Courthouse, Boston, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 27-28, 2009 TURNAROUND MANAGEMENT ASSOCIATION Corporate Governance Meetings Intercontinental Hotel, Chicago, Illinois Contact: www.turnaround.org Apr. 28-30, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Spring Conference Intercontinental Hotel, Chicago, Illinois Contact: www.turnaround.org May 1, 2009 AMERICAN BANKRUPTCY INSTITUTE Nuts and Bolts for Young Practitioners Alexander Hamilton Custom House, New York City Contact: 1-703-739-0800; http://www.abiworld.org/ May 4, 2009 AMERICAN BANKRUPTCY INSTITUTE New York City Bankruptcy Conference New York Marriott Marquis, New York City Contact: 1-703-739-0800; http://www.abiworld.org/ May 7-8, 2009 RENASSANCE AMERICAN MANAGEMENT, INC. 6th Annual Conference on Distressted Investing - Europe The Le Meridien Piccadilly Hotel, London, U.K. Contact: 1-903-595-3800 or http://www.renaissanceamerican.com/ May 7-10, 2009 AMERICAN BANKRUPTCY INSTITUTE 27th Annual Spring Meeting Gaylord National Resort & Convention Center National Harbor, Maryland Contact: http://www.abiworld.org/ May 12-15, 2009 AMERICAN BANKRUPTCY INSTITUTE Litigation Skills Symposium Tulane University, New Orleans, La. Contact: http://www.abiworld.org/ May 14-16, 2009 ALI-ABA Chapter 11 Business Reorganizations Langham Hotel, Boston, Massachusetts Contact: http://www.ali-aba.org June 10-13, 2009 ASSOCIATION OF INSOLVENCY & RESTRUCTURING ADVISORS 25th Annual Bankruptcy & Restructuring Conference The Ritz-Carlton Orlando Grande Lakes Orlando, Florida Contact: http://www.aria.org/ June 11-14, 2009 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ June 21-24, 2009 INTERNATIONAL ASSOCIATION OF RESTRUCTURING, INSOLVENCY & BANKRUPTCY PROFESSIONALS 8th International World Congress TBA Contact: http://www.insol.org/ July 16-19, 2009 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Mt. Washington Inn Bretton Woods, New Hampshire Contact: http://www.abiworld.org/ July 29-Aug. 1, 2009 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Westin Hilton Head Island Resort & Spa, Hilton Head Island, S.C. Contact: http://www.abiworld.org/ Aug. 6-8, 2009 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Conference Hotel Hershey, Hershey, Pa. Contact: http://www.abiworld.org/ Sept. 10-11, 2009 AMERICAN BANKRUPTCY INSTITUTE Complex Financial Restructuring Program Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Sept. 10-12, 2009 AMERICAN BANKRUPTCY INSTITUTE 17th Annual Southwest Bankruptcy Conference Hyatt Regency Lake Tahoe, Incline Village, Nevada Contact: http://www.abiworld.org/ Oct. 2, 2009 AMERICAN BANKRUPTCY INSTITUTE ABI/GULC "Views from the Bench" Georgetown University Law Center, Washington, D.C. Contact: http://www.abiworld.org/ Oct. 5-9, 2009 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention Marriott Desert Ridge, Phoenix, Arizona Contact: 312-578-6900; http://www.turnaround.org/ Oct. 20, 2009 AMERICAN BANKRUPTCY INSTITUTE NCBJ/ABI Educational Program Paris Las Vegas, Las Vegas, Nev. Contact: http://www.abiworld.org/ Dec. 3-5, 2009 AMERICAN BANKRUPTCY INSTITUTE 21st Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ Apr. 29-May 2, 2010 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 17-20, 2010 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa, Traverse City, Michigan Contact: 1-703-739-0800; http://www.abiworld.org/ July 7-10, 2010 AMERICAN BANKRUPTCY INSTITUTE Northeast Bankruptcy Conference Ocean Edge Resort, Brewster, Massachusetts Contact: 1-703-739-0800; http://www.abiworld.org/ July 14-17, 2010 AMERICAN BANKRUPTCY INSTITUTE Southeast Bankruptcy Conference The Ritz-Carlton Amelia Island, Amelia, Fla. Contact: http://www.abiworld.org/ Aug. 5-7, 2010 AMERICAN BANKRUPTCY INSTITUTE Mid-Atlantic Bankruptcy Workshop Hyatt Regency Chesapeake Bay, Cambridge, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ Oct. 4-8, 2010 TURNAROUND MANAGEMENT ASSOCIATION TMA Annual Convention JW Marriott Grande Lakes, Orlando, Florida Contact: http://www.turnaround.org/ Dec. 2-4, 2010 AMERICAN BANKRUPTCY INSTITUTE 22nd Annual Winter Leadership Conference Camelback Inn, Scottsdale, Arizona Contact: 1-703-739-0800; http://www.abiworld.org/ Mar. 31-Apr. 3, 2011 AMERICAN BANKRUPTCY INSTITUTE Annual Spring Meeting Gaylord National Resort & Convention Center, Maryland Contact: 1-703-739-0800; http://www.abiworld.org/ June 9-12, 2011 AMERICAN BANKRUPTCY INSTITUTE Central States Bankruptcy Workshop Grand Traverse Resort and Spa Traverse City, Michigan Contact: http://www.abiworld.org/ Dec. 1-3, 2011 AMERICAN BANKRUPTCY INSTITUTE 23rd Annual Winter Leadership Conference La Quinta Resort & Spa, La Quinta, California Contact: 1-703-739-0800; http://www.abiworld.org/ The Meetings, Conferences and Seminars column appears in the Troubled Company Reporter each Wednesday. Submissions via e-mail to conferences@bankrupt.com are encouraged. Last Updated: March 16, 2009 ********* 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. The Sunday TCR delivers securitization rating news from the week then-ending. 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. Ronald C. Sy, Joel Anthony G. Lopez, Cecil R. Villacampa, Sheryl Joy P. Olano, Carlo Fernandez, Christopher G. Patalinghug, and Peter A. Chapman, Editors. Copyright 2009. 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 ***