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/raid1/www/Hosts/bankrupt/TCR_Public/090330.mbx T R O U B L E D C O M P A N Y R E P O R T E R Monday, March 30, 2009, Vol. 13, No. 88 Headlines 3900 LLC: Files Amended Chapter 11 Plan and Disclosure Statement AGAPE WORLD: Loss Prompts Investors to Sue Bank of America ALERIS INT'L: Disclose Controlling Interest in Certain Entities ALERIS INT'L: Committee to Tap Reed Smith as Bankruptcy Counsel ALERIS INT'L: Committee Taps Landis Roth as Conflicts Counsel ALERIS INT'L: Panel Retains Mesirow as Financial Advisors AMERICAN AIRLINES: Worried About Bill Against Immunized Alliances AMERICAN INT'L: To Probe Unit's Unwinding Deals & Bonuses AMERICAN INT'L: Must Tread Slowly & Carefully, Experts Say APPALACHIAN OIL: May Be Evicted From More Than Half of Its Stores ASARCO LLC: Court to Hold Disclosure Statement Hearing on April 28 ASARCO LLC: Court to Consider New Sterlite Deal on April 13 ASARCO LLC: Prevails Over Fireman's Fund on Asbestosis Issue ASARCO LLC: Modifies Amarillo Plant Work Schedule; Shuts Smelter BANK OF AMERICA: Investors Sue Bank Over Agape World Loss BERNARD L. MADOFF: U.K. Units Allegedly Played Key Role in Scheme BWAY CORP: S&P Assigns 'B-' Rating on $228 Mil. Senior Notes CANARGO ENERGY: Faces Delisting After NYSE Rejects Compliance Plan CHARTER COMMUNICATIONS: Files for Chapter 11 to Cut $8BB in Debts CHARTER COMMUNICATIONS: Case Summary & 80 Largest Unsec. Creditors CHARTER COMMUNICATIONS: Bankruptcy Triggers Default on Notes CHARTER COMMUNICATIONS: Names Ex-Calpine & HealthSouth EVP as CRO CHARTER COMMUNICATIONS: Seeks to Honor Obligations to Employees CHEMTURA CORP: U.S. Trustee Appoints 9-Member Creditors' Panel CHEMTURA CORP: To Guarantee European Units Under Receivables Pact CHEMTURA CORP: Files 13-Week Cash Flow Forecast CHEMTURA CORP: Seeks Approval of Alvarez & Marsal Engagement CHEMTURA CORP: Seeks to Employ Lazard as Investment Banker CHESTER COUNTY: S&P Raises Underlying Bond Rating to 'BB+' CHRYSLER LLC: Gov't Unlikely to Oust CEO Rober Nardelli CHRYSLER LLC: Gov't to Reveal Terms of Additional Loans by Tuesday CIRCUIT CITY: U.S. Court Approves Sale of InterTAN to Bell Canada COLIBRI GROUP: $6 Million Lot of Jewelry Acquired by Bidz.com COLONIAL REALTY: Moody's Cuts Senior Debt Rating to Ba1 From Baa3 DELCO OIL: Liable to CapitalSource for More Than $21 Million DREIER LLP: Trustee Probes Wachovia, Seeks Claim Reduction DREIER LLP: Marc Dreier Faces Money Laundering Charge DREIER LLP: Receiver Says Founder Squandered Most of His Assets ENRON CORP: Court Denies National City's Bid to Use MFN Status FLUID ROUTING: Panel Balks at Sale of Fuel Systems to Sun Capital FREESCALE SEMICONDUCTOR: Increases Incremental Loans to $923.6MM FREESCALE SEMICONDUCTOR: Senior Lenders Sue for $1BB in New Loans GANNETT CO: Still in Talks for Tucson Citizen; To Furlough Workers GATEWAY & 4TH: Collateral to be Auctioned on April 27 GENERAL MOTORS: Gov't Asks CEO to Quit In Exchange of Bailout Fund GENERAL MOTORS: Gov't. to Reveal Terms of Add'l Loans Tuesday GENERAL MOTORS: SAAB to Deepen Cuts, Might Not Get Sweden Bailout GI JOE'S: Court Extends Interim DIP Order Until April 2 GI JOE'S: Auction Moved to April 7; Sale Hearing on April 9 GREATER ATLANTA: Court Okays Firm's Disclosure Statement HAMMOCKS LLC: Files for Chapter 11 Bankruptcy Protection HAMMOCKS LLC: Case Summary & 20 Largest Unsecured Creditors HARRAH'S ENTERTAINMENT: Owners Hedge Against Bankruptcy HEREFORD BIOFUELS: Court OKs Bid Procedures; April 22 Auction Set HERITAGE CENTER: Can Use Cash Collateral on Interim Basis HERITAGE CENTER: Sells Buckingham Property for $1.5 Million HOME BISTRO: Files for Chapter 11 Bankruptcy Protection HUNTER FAN: S&P Puts 'B' Corp. Credit Rating on Negative Watch HUNTSMAN CORP: Pays $15 Mil. in Consulting Fees to Jon Huntsman INDALEX HOLDINGS: Court May Rescind Cash Collateral Order JEFFERSON COUNTY: Bond Insurers Ask Court to Appoint Receiver JEFFERSON COUNTY: Officials Seek Budget Cuts to Conserve Cash KB TOYS: Co-Founder Donald Kaufman to Auction Off Toys KS REALTY: Case Summary & 16 Largest Unsecured Creditors LEHMAN BROTHERS: Examiner Seeks Information from JPMorgan Chase LEHMAN BROTHERS: Naked Short Selling Blamed for Collapse LNR PROPERTY: S&P Puts 'B+' Counterparty Rating on Negative Watch LYONDELL CHEMICAL: Liberty Wants to End Insurance Coverage LYONDELL CHEMICAL: Will Close Chocolate Bayou Complex by August 4 MAGNA ENTERTAINMENT: Pays $1MM Bond to OSRC, Saves Thistledown MASONITE INTERNATIONAL: To Exit Bankruptcy End by August MERUELO MADDUX: Case Summary & 20 Largest Unsecured Creditors MGM MIRAGE: Closes $775-Mil. Sale of Treasure Island to Ruffin MGM MIRAGE: Provides Funds to Continue CityCenter Project MITEL NETWORKS: S&P Downgrades Corporate Credit Rating to 'B-' MORTON INDUSTRIAL: Taps AlixPartners as Restructuring Advisors MORTON INDUSTRIAL: Wants to Obtain $20 Million DIP Financing MORTON INDUSTRIAL: Wants Paul Hastings as Bankruptcy Counsel MORTON INDUSTRIAL: Wants to Hire Richards Layton as Co-Counsel MOTOR COACH: Pens Agreement to Implement Confirmed Bankruptcy Plan NARANG ACQUISITION: Case Summary & 14 Largest Unsecured Creditors NETWORK COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-' NEW YORK TIMES: To Cut Workers' Pay & Lay Off 100 Employees NEWPARK RESOURCES: S&P Gives Negative Outlook; Keeps 'B+' Rating OMNI NATIONAL: Bank Closed by OCC & FDIC Appointed as Receiver PARK-OHIO INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B' PECOS CAPITAL: Involuntary Chapter 11 Case Summary PIONEER INSURANCE: A.M. Best Affirms 'B' Fin'l Strength Rating PLIANT CORP: Court Moves Disclosure Statement Hearing to April 24 PLIANT CORP: Schedules $439-Mil. in Assets, $912-Mil. in Debts PLIANT CORP: Gets Final Approval to Access BoNY $75 Mil. DIP Loan POLAROID CORP: Ritchie Capital Objects to 'Fire-Sale' POLISH ROMAN CATHOLIC: Losses Cue A.M. Best to Cut Rating to 'B-' PRATT-READ CORP: Can Access Cash Collateral Until April 10 PRATT-READ CORP: Section 341(a) Meeting Scheduled for April 27 PRATT-READ CORP: Wants May 4 Extension to File SALs and SOFAs PRATT-READ CORP: Taps Zeilser & Zeilser as Counsel PRICE TRUCKING: Case Summary & 30 Largest Unsecured Creditors QIMONDA NA: Wants to Reject Willowchase & Exel Contracts REDCORP VENTURES: Court Extends CCAA Stay Until June 16 RITCHIE CAPITAL: Objects to Sale of Polaroid at 'Fire-Sale' Price RITZ CAMERA: Bidding Procedures for 400 Stores Get Court Approval ROC PREF: S&P Affirms Ratings on Preferred Shares to 'BB-' ROYAL CARIBBEAN: S&P Downgrades Corporate Credit Rating to 'BB-' RYERSON INC: S&P Puts 'B' Corporate Ratings on Negative Watch SAGECREST HOLDINGS: Voluntary Chapter 15 Case Summary SPORTSMAN'S WAREHOUSE: Can Access GECC $30MM DIP Loan on Interim SPORTSMAN'S WAREHOUSE: Seeks Kurtzman Carson as Claims Agent TROPICANA ENTERTAINMENT: Amends Plans to Discuss IP Rights TROPICANA ENTERTAINMENT: DIP Lenders Waive EBITDA Covenant Default TROPICANA ENTERTAINMENT: Exclusivity Periods Extended to July 17 TROPICANA ENTERTAINMENT: Court OKs Changes to Adequate Protection WOLF BLOCK: Closure Affects 300 Lawyers, Mostly Joining Cozen * DBRS Calls Ontario's 2009 Budget "Walking a Fine Line" * Gov't to Reveal How Much It Can Further Lend to Auto Industry * IVA Could Help Struggling Borrowers Avoid Bankruptcy * Wolf Block Partners' Zucker & Santamour Join Stradley Ronon * BOND PRICING -- For Week From March 23 to 27, 2009 ********* 3900 LLC: Files Amended Chapter 11 Plan and Disclosure Statement ---------------------------------------------------------------- 3900 LLC filed with the U.S. Bankruptcy Court for the District of Nevada an amended chapter 11 plan of reorganization and amended disclosure statement explaining that plan on March 24, 2009. Plan Terms The Amended Plan contemplates the sale of or lease for Michaels' Plaza, a shopping center acquired by the Debtor in April 2006, and the adjoining three vacant parcels of land. The Debtor will lease the units or sell the properties within one year of the Plan's Effective Date, the proceeds of which will be used to repay secured creditors. Grubb & Ellis/BRE Commercial, LLC, will assist the Debtor in seeking a lease for Michaels' Plaza. Bank of America holds the first priority interest in Michael's Plaza. Both Bank of America and Vestin assert a first priority interest in the three adjoining properties. If the debt to BofA and Vestin are not paid within one year, the property will be turned over to the secured creditors. In the meantime, adequate protection payments in the amount of $22,979 per month will be made to Bank of America, to be funded by the Debtor's equity shareholders. Allowed Equity Interest Holders in the Debtor will receive nothing under the Plan and their membership certificates will be cancelled. Equity interest holders, however, who contribute to the Bank of America adequate protection payments will either retain their interest or awarded new membership interest in the Debtor based on their capital contributions. Allowed Unsecured Claims will be paid from the lease or sale of Michaels' Plaza and the vacant parcels only after full satisfaction of Priority Claims and all secured claims. A full-text copy of the Amended Disclosure Statement is available at: http://bankrupt.com/misc/3900LLC.AmendedDSPart1.pdf http://bankrupt.com/misc/3900LLC.AmendedDSPart2.pdf The Plan segregates the claims against and interests in the Debtors into seven classes: Class Description Status ------ -------------------------- ---------- Class 1 Priority Claims Unimpaired (Amount of Claim: $128,963) Class 2 Secured Claim of Impaired Bank of America, N.A. (Est. of Claim: $5,514,992) Class 3 Secured Claim of Vestin Impaired (Est. of Claim: $4,606,285) Class 4 Other Allowed Secured Claims Impaired (Est. of Claim: $0) Class 5 Allowed Unsecured Claims Impaired (Est. of Claim: $Unknown) Class 6 Allowed Unsecured Claims of Impaired Insider Mordern Management, Inc. and/or Jeff Chain (Est. of Claim: $Unknown) Class 7 Allowed Equity Interest Holders Impaired Only impaired classes are entitled to vote to accept or reject the Amended Plan. Priority Claims under Class 1 are not impaired and are deemed to have accepted the Amended Plan. Impaired claims in classes 2 to 7, inclusive, are entitled to vote. "Cramdown" Provisions The Debtors reserve the right to seek confirmation of the Plan pursuant to the "cramdown" provisions under Sec. 1129(b) of the Bankruptcy Code. Under that provision, a plan may still be confirmed notwithstanding the non-acceptance by one or more impaired classes, provided that the plan does not "discriminate unfairly" and is "fair and equitable" with respect to each non- accepting class. Based in Las Vegas, 3900, LLC, also known as Michael's Plaza, owns and operates a shopping center in Tempe, Arizona. Revenue consists of rental income and common area maintenance charges paid by tenants in the shopping center. The company filed for Chapter 11 relief on October 17, 2008 (Bankr. D. Nev. 08-22163). Matthew L. Johnson, Esq., at Matthew L. Johnson & Associates, P.C., represents the Debtor as counsel. In its schedules, 3900, LLC, listed total assets of $18,142,411, and total debts of $10,086,336. AGAPE WORLD: Loss Prompts Investors to Sue Bank of America ---------------------------------------------------------- Jessica Papini at The Wall Street Journal reports that investors represented by Jacob Zamansky of Zamansky & Associates have filed a lawsuit against Bank of America Inc. and several futures brokerage firms including MF Global Ltd., TransAct Futures, and Alaron over losses they claimed they incurred due to an alleged Ponzi scheme perpetuated by Agape World Inc. The investors are seeking monetary damages. According to court documents, the investors claimed that Bank of America and other brokerage firms helped out Agape World President and owner Nicholas Cosmo in his alleged $370 million Ponzi scheme and played a major role in the loss of investors' funds. WSJ states that Mr. Cosmo surrendered to federal authorities in January, and was charged with allegedly operating the Ponzi scheme. According to the report, the Commodity Futures Trading Commission filed a civil case against Cosmo in January, claiming that he didn't disclose to investors that their money was invested in commodities. The investors said in court documents that "from the start, Bank of America played an integral role in that scheme providing Agape's and Cosmo's scheme with substantial assistance. . . . without Bank of America's participation, the scheme would not have succeeded and grown to such an enormous size. . . . Bank of America established, equipped and staffed a branch office at the heart of Agape's headquarters . . . with Bank of America's knowledge, this branch assisted, facilitated, and furthered the fraudulent scheme." Court documents say that Bank of America assigned one or more representatives to work directly out of Mr. Cosmo's office. According to court documents, Bank of America provided its onsite representatives at Agape World with bank equipment and computer systems to allow direct access to the bank's accounts and systems, and "Bank of America's onsite representatives had actual knowledge Mr. Cosmo was commingling investor money, diverting investor money to his own accounts, engaging in virtually no legitimate business whatsoever and speculatively trading investor money in the commodities and futures markets." WSJ relates that MF Global, TransAct, and Alaron, which are futures and commodities trading firms or merchants, provided substantial assistance to Cosmo, from November 2007 to January 2009. Those firms established trading accounts for Mr. Cosmo and Agape World, even though Mr. Cosmo was barred for life by FINRA from association with any investment broker-dealer, court documents say. About Agape World Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/ -- is a private bridge lender since 1999. As reported by the Troubled Company Reporter on February 16, 2009, the Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York approved investors' Agape World Inc. of petition to put the company into Chapter 7 bankruptcy protection. 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). As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. ALERIS INT'L: Disclose Controlling Interest in Certain Entities --------------------------------------------------------------- Sean M. Stack, chief financial officer of Aleris International, Inc., filed a March 20, 2009 report, pursuant to Rule 2015.3 of the Federal Rules of Bankruptcy Procedure, disclosing substantial or controlling interests of the Debtors in these entities as of December 31, 2008: Aleris' Interest Entity in the Entity ------- ---------------- Dutch Aluminum C.V 100% Solar Aluminum Technologies Services 50% Granular Aluminum Products, Inc. 100% H.T. Aluminum Specialties, Inc. 100% IMSAMET of Arizona 70% Aleris Holdings Luxembourg S.a.r.l 100% Mr. Stack provided the U.S. Bankruptcy Court for the District of Delaware Form 26 Entity Reports of each entity as of December 31, 2008, a copy of which is available for free at: http://bankrupt.com/misc/aleris_Form26Reports.pdf About Aleris International Aleris International, Inc. produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC a as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of Dec. 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INT'L: Committee to Tap Reed Smith as Bankruptcy Counsel --------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Aleris International and its affiliates asks the U.S. Bankruptcy Court for the District of Delaware for permission to retain Reed Smith LLP as its counsel, nunc pro tunc to February 20, 2009, pursuant to Section 328(a) of the Bankruptcy Code. Section 328(a) provides that a committee appointed under Section 1102 of the Bankruptcy Code, with the court's approval, may employ or authorize the employment of a professional person on any reasonable terms and conditions of employment, including on a retainer, or on an hourly basis. The Committee notes that the Debtors are global leaders in the production and sale of aluminum rolled and extruded products, producers of aluminum alloy products, and recyclers of aluminum products. Due to the complexity of the Debtors' businesses and their complicated financial structure, the Committee asserts that Reed Smith must be retained immediately to review the sensitive issues raised by the Debtors' postpetition financing motion and the other first-day motions. As the Committee's counsel, Reed Smith will: (a) consult with the U.S. Trustee for Region 3 or the Debtors concerning the administration of these cases; (b) investigate the acts, conduct, assets, liabilities, and financial condition of the Debtors, the operation of the Debtors' businesses and the desirability or the continuance of those businesses, and any other matter relevant to the cases or to the formulation of one or more plans; (c) evaluate, with the Debtors, any offers to purchase the assets or businesses of the Debtors and participate in the sale process; (d) participate in the formulation of one or more plans, advising those represented by the Committee of the Committee's determinations as to any plan formulated, and collect and file with the court acceptances or rejections of any plan; (e) seek the appointment of one or more trustees or examiners under Section 1104 of the Bankruptcy Code, when appropriate; (f) assert claims and causes of action on behalf of the Committee and the Debtors, if the Debtors fail to assert the claims; and (g) perform other services as are in the interest of the Debtors' creditors. Reed Smith will be paid for its services based on these rates: Professional Title Hourly Rate ------------ --------- ----------- Paul M. Singer, Esq. Partner $725 Claudia Z. Springer, Esq. Partner $680 Derek J. Baker, Esq. Partner $560 Joshua C. Lewis, Esq. Associate $400 Mark W. Eckard, Esq. Associate $360 Jennifer P. Knox, Esq. Associate $305 Lisa Lankford Paralegal $145 John B. Lord Paralegal $250 Kurt F. Gwynne Partner $590 The firm will also be reimbursed for the actual and necessary expenses incurred in connection with the representation. As the Debtors' cases progress, more of the firm's professionals may be assigned to work on the cases, the Committee says. Paul M. Singer, Esq., a partner at Reed Smith LLP, in Wilmington, Delaware, assures the Court that his firm is a disinterested person as that term is defined in Section 101(14) of the Bankruptcy Code. He adds that despite the firm's efforts to identify and disclose its connections with parties-in-interest in these cases, it is unable to state with certainty that every relevant client connection has been disclosed due to the firm's size and due to the fact that the Debtors have many creditors and other relationships. Should it discover additional connection, Reed Smith says it intends to file a supplemental disclosure with the Court. Mr. Singer further discloses that Reed Smith has sought a waiver letter from Bank of America and General Electric Capital Corporation, co-agents of the Debtors' prepetition financing. The firm has received a limited waiver from BofA. No one client of the firm accounts for more than 1.5% of its annual gross revenues, Mr. Singer reveals. The Court will consider the Committee's application on April 8, 2009. Objections must be filed by April 1. About Aleris International Aleris International, Inc. produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC a as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of Dec. 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INT'L: Committee Taps Landis Roth as Conflicts Counsel ------------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Aleris International and its affiliates seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Landis Rath & Cobb LLP as its conflicts counsel, nunc pro tunc to February 25, 2009. The Committee notes that it is seeking to retain Reed Smith LLP as counsel. Reed Smith, however, has identified certain entities which it represents and that may present potential or actual conflicts of interest with its representation of the Committee. In this light, the Committee seeks to hire Landis Rath for legal services only in connection with the "Conflict Matters." In this way, there will be no duplication of efforts from retaining Landis Rath and Reed Smith, the Committee says. Landis Rath professionals have represented debtors, creditors' committees, bank groups, and other major participants in numerous bankruptcy cases in the District of Delaware and in other jurisdictions, the Committee points out. Landis Rath will be paid according to these customary rates: Professional Hourly Rate ------------ ----------- Adam G. Landis, Esq. $595 William E. Chipman Jr., Esq. $500 Mark D. Olivere, Esq. $340 Cynthia E. Moh, Esq. $250 Landis Rath will also be reimbursed for actual and necessary expenses incurred in its representation of the Committee. Adam G. Landis, Esq., a partner at Landis Rath & Cobb LLP, in Wilmington, Delaware, assures the Court that his firm is a "disinterested person" within the meaning of Section 101(14) of the Bankruptcy Code. About Aleris International Aleris International, Inc. produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC a as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of Dec. 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) ALERIS INT'L: Panel Retains Mesirow as Financial Advisors --------------------------------------------------------- The Official Committee of Unsecured Creditors in the bankruptcy cases of Aleris International and its affiliates seeks permission from the U.S. Bankruptcy Court for the District of Delaware to retain Mesirow Financial Consulting, LLC as its financial advisors, nunc pro tunc to February 26, 2009. The Committee says it needs assistance in collecting and analyzing financial and other information in relation to these Chapter 11 cases. The Committee has selected Mesirow as its financial advisors because of the firm's diverse experience and extensive knowledge in the field of bankruptcy. As financial advisors to the Committee, Mesirow will: (a) assist in the review of reports or filings required by the Bankruptcy Court or the Office of the United States Trustee for Region 3, including review of schedules of assets and liabilities, statements of financial affairs and monthly operating reports; (b) review and analyze legal entity relationships, and analyze issues that may be raised regarding substantive consolidation and accounting for intercompany transactions and balances, including off sheet balance sheet liabilities; (c) review the Debtors' financial information, as well as review analyses of cash receipts and disbursements, financial statement items and proposed transactions for which Bankruptcy Court approval is sought; (d) evaluate potential employee retention and severance plans; (e) review and analyze pension funding and related liabilities; (f) analyze assumption and rejection issues regarding executory contracts and leases; (g) validate the Debtors' proposed business plans and the business and financial condition of the Debtors generally; (h) advise and assist the Committee in negotiations and meetings with the Debtors, the bank lenders and other stakeholders; (i) advise and assist on the tax consequences of proposed plans of reorganization; (j) assist in the claims resolution procedures, and analyze creditors' claims by type and entity; (k) review and analyze potential fraudulent transfers, including transaction and forensic analysis; (1) provide litigation consulting services and expert witness testimony regarding confirmation issues, avoidance actions or other matters; (m) review and analyze exit financing, including collateral analysis and cash flow validation; and (n) perform other functions as requested by the Committee or its counsel to assist the Committee in these chapter 11 cases. Mesirow will be paid for its services according to these rates: Professional Hourly Rate ------------ ----------- Director $670 - $710 Senior Vice-President $580 - $640 Vice President $470 - $540 Senior Associate $370 - $440 Associate $220 - $320 Paraprofessional $90 - $190 The firm will also be reimbursed for necessary expenses incurred in connection with its representation of the Committee. Larry H. Lattig, a senior managing director of Mesirow Financial Consulting, LLC, in New York, maintains that his firm is a disinterested person as the term is defined in Section 101(14) of the Bankruptcy Code. The Court will hear the Committee's request on April 8, 2009. Objections must be filed no later than April 1. About Aleris International Aleris International, Inc. produces and sells aluminum rolled and extruded products. Aleris operates primarily through two reportable business segments: (i) global rolled and extruded products and (ii) global recycling. Headquartered in Beachwood, Ohio, a suburb of Cleveland, the Company operates over 40 production facilities in North America, Europe, South America and Asia, and employs approximately 8,400 employees. Aleris operates 27 production facilities in the United States with eight production facilities that provided rolled and extruded aluminum products and 19 recycling production plants. Aleris International, Inc., aka IMCO Recycling Inc., and various affiliates filed for bankruptcy on February 12, 2009 (Bankr. D. Del. Case No. 09-10478). The Hon. Brendan Linehan Shannon presides over the cases. Stephen Karotkin, Esq., and Debra A. Dandeneau, Esq., at Weil, Gotshal & Manges LLP in New York, serve as lead counsel for the Debtors. L. Katherine Good, Esq., and Paul Noble Heath, Esq., at Richards, Layton & Finger, P.A. In Wilmington, Delaware, serves as local counsel. Moelis & Company LLC, acts as financial advisors; Alvarez & Marsal LLC a as restructuring advisors, and Kurtzman Carson Consultants LLC as claims and noticing agent for the Debtors. As of Dec. 31, 2008, the Debtors had total assets of $4,168,700,000; and total debts of $3,978,699,000. Bankruptcy Creditors' Service, Inc., publishes Aleris International Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Aleris International, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945- 7000) AMERICAN AIRLINES: Worried About Bill Against Immunized Alliances ----------------------------------------------------------------- American Airlines is worried that a House bill that could roll back in three years alliances with antitrust immunity will put the airline at a severe competitive disadvantage, Susan Carey at The Wall Street Journal reports, citing Will Ris, the airline's senior vice president of government affairs. WSJ relates that the bill was introduced by Rep. James Oberstar, chairperson of the House Committee on Transportation and Infrastructure. WSJ notes that Rep. Oberstar wants to revisit the issue of whether the big airline alliances are hurting consumers and eroding competition on international routes. Rep. Oberstar, says WSJ, is seeking to require a study of the alliances and possible new criteria for carriers to meet. According to the report, airlines in immunized alliances would be required to reapply for that authority three years after the bill is passed. Citing Mr. Ris, WSJ states that American Airlines is trying for the third time to win antitrust immunity to boost its ties with British Airways PLC. WSJ notes that American Airlines completed two weeks ago the filing of additional information that the U.S. government requested. The Transportation Department has six months to make a decision once American Airlines' application is judged to be complete, WSJ says. According to WSJ, airline trade groups in Europe and the U.S. oppose the bill and other changes proposed by Rep. Oberstar. Headquartered in Forth Worth, Texas, AMR Corporation (NYSE: AMR) operates with its principal subsidiary, American Airlines Inc. -- http://www.aa.com/-- a worldwide scheduled passenger airline. American provides scheduled jet service to about 150 destinations throughout North America, the Caribbean, Latin America, including Brazil, Europe and Asia. American is also a scheduled airfreight carrier, providing freight and mail services to shippers throughout its system. Its wholly owned subsidiary, AMR Eagle Holding Corp., owns two regional airlines, American Eagle Airlines Inc. and Executive Airlines Inc., and does business as "American Eagle." American Beacon Advisors Inc., a wholly owned subsidiary of AMR, is responsible for the investment and oversight of assets of AMR's U.S. employee benefit plans, as well as AMR's short-term investments. * * * As reported in the Troubled Company Reporter on Aug. 5, 2008, the TCR said that Moody's Investors Service downgraded the Corporate Family and Probability of Default Ratings of AMR Corp. and its subsidiaries to Caa1 from B2, and lowered the ratings of its outstanding corporate debt instruments and certain equipment trust certificates and Enhanced Equipment Trust Certificates of American Airlines Inc. The company still carries Moody's Negative Outlook. AMERICAN INT'L: To Probe Unit's Unwinding Deals & Bonuses --------------------------------------------------------- Liz Rappaport at The Wall Street Journal reports that New York Attorney General Andrew Cuomo will investigate how American International Group's financial-products unit is unwinding deals and examining bonus payments. WSJ relates that Mr. Cuomo subpoenaed AIG on Thursday for information, to assess the Company's statements that it needs the expertise of AIG Financial Products' employees to unwind or get ready for the sale of $1.6 billion in trades. AIG had said that there might be "significant business ramifications" of failing to pay the bonuses, as those employees were needed to wind down the business, WSJ states. As reported by the Troubled Company Reporter on March 24, 2009, AIG CEO Edward Liddy asked AIG Financial employees who received retention payments of $100,000 or more to return at least half of those payments. The bonus payments angered taxpayers. New York Attorney General Andrew Cuomo said that 15 of the top 20 AIG workers who received $165 million in retention bonuses from the Financial Products unit have agreed to return $50 million of the money. WSJ quoted Mr. Cuomo as saying, "In an investigation, sometimes one thing leads to another, and here our review of bonus payments has led to questions about underlying credit-default-swap contracts." According to WSJ, losses tied to credit-default swaps sold by AIG Financial almost drove AIG to bankruptcy in 2008. Liam Pleven at WSJ relates that a group of top executives called the Credit Risk Committee supervised some of AIG's biggest bets, like its foray into credit-default swaps. WSJ says that the committee reviewed and approved risk-taking decisions. WSJ notes that the committee remains unchanged. Company documents say that at least five of the 10 committee members have served for years, while others served as far back as 2003 and 2004. WSJ states that the risk-committee members include: -- Robert Lewis, AIG's chief risk officer since 2004; -- Kevin McGinn, chief credit officer and chairman of the committee; -- Win Neuger, chief executive of AIG Investments; -- William Dooley, chief of AIG's financial-services division, which includes the financial-products unit that sold the credit-default swaps; and -- Barbara-Ann Livanou, director of financial institutions in the credit-risk-management department. 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. AMERICAN INT'L: Must Tread Slowly & Carefully, Experts Say ---------------------------------------------------------- As executives from American International Group Inc. huddle with marketing experts to craft a fresh identity for a new commercial and personal lines holding company, experts in corporate branding warn that acting too quickly or superficially could backfire, according to the most recent issue of A.M. Best Co.'s BestWeek U.S./Canada. "What you will see from us in the near term is an effort to rebrand our businesses to best protect and enhance the value of our franchise," John Q. Doyle, AIU Holdings' new president and chief executive for property/casualty, told BestWeek. AIU Holdings was created by AIG to separate out its holding companies. Also, in BestWeek Europe, as the insurance sector contemplates the disarray of the financial markets, Lloyd's said it believes it has reason to be pleased with its innately cautious attitude toward investment. When some rivals were reporting investment losses in 2008, Lloyd's turned in an investment profit of 957 million pounds (US$1.37 billion). In BestWeek U.S./Canada, the still-simmering furor over $165 million in bonuses paid to some American International Group Inc. employees has so gripped Capitol Hill it has left the industry's top lobbyists and trade associations unable to find attention for anything else, advocates say. A.M. Best also relates that a group of federal lawmakers is seeking an investigation into some $50 billion in collateral on credit default swap contracts that AIG paid to major banks and financial. BestWeek is published by A.M. Best Co. for insurance professionals. APPALACHIAN OIL: May Be Evicted From More Than Half of Its Stores ----------------------------------------------------------------- Jeff Keeling at Kingsport Times-News Online reports that Appco might be evicted from more than half its stores, after its biggest landlord, Management Properties Inc., asked the U.S. Bankruptcy Court for the Eastern District of Tennessee to lift the automatic stay. Kingsport Times relates that Management Properties is asking for adequate protection or a guarantee that Appco and its current owner, Titan Global Holdings, can assure that it will get back the rent it is due since the Debtor's bankruptcy filing in February. The Court will hold a hearing on the motion on April 8, a day after Appco's final hearing on its post-petition financing, Kingsport Times states. Kingsport Times says that in temporary financing agreements that Appco worked out with its secured creditor, Greystone Credit, and several vendors who agreed to trade financing terms, the Debtor would pay Management Properties $150,000 from store proceeds for the week of March 16. Management Properties said in court documents that Appco paid it just half that amount on March 20 and that it is still owed about $198,362 in post-petition rent. Some $162,854 in additional rent will be due Wednesday, according to court documents. Kingsport Times quoted Management Properties President Jeff Benedict as saying, "The motions ask that the bankruptcy court either assure us that the rent will be paid or allow us to seek the return of the properties. . . . Unfortunately, there is a great deal of rent past due, as well as the 2008 property taxes on the properties, which under the leases Appco was obligated to pay. Because the unpaid rent increases with every passing day, we need to be in a position to recover the properties if that becomes necessary." As reported by the Troubled Company Reporter on February 13, 2009, Appco filed for Chapter 11 bankruptcy protection in the U.S. Bankruptcy Court for the Eastern District of Tennessee. About Appalachian Oil Bountville, Tennessee-based Appalachian Oil Co. is a fuel distributor and operator of 60 convenience stores. It has 22.5 million-gallon terminal serving customers in six states. Titan Global Holdings purchased Appco in September 2007. Appco operates 55 stores in Northeast Tennessee, Southwest Virginia, and Southeast Kentucky. As reported by the Troubled Company Reporter on February 12, 2009, Appalachian Oil sought Chapter 11 protection before the U.S. Bankruptcy Court for the Eastern District of Tennessee February 9, 2009. The Company's creditors with the biggest unsecured claims are BP Plc's Amoco/BP, owed $2.41 million, and fuel distributor Crescent Oil Co., owed $1.64 million. ASARCO LLC: Court to Hold Disclosure Statement Hearing on April 28 ------------------------------------------------------------------ Judge Richard Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas will convene a hearing on April 28, 2008, to consider the adequacy of any disclosure statement filed in the cases of ASARCO LLC and its debtor affiliates supporting the Third Amended Joint Plan of Reorganization dated March 16, 2009. The Debtors previously asked the Court to set deadlines and uniform discovery procedures to govern the approval of their renewed settlement and release agreement with Sterlite (USA), the approval of the Third Amended Disclosure Statement; and confirmation of the Third Amended Plan. Under their case management request, the Debtors also sought approval of the Disclosure Statement Objection Deadline Notice and guidance from the Court on the procedure for conducting the confirmation hearing as it relates to the entry of a channeling injunction under Section 524(g) of the Bankruptcy Code. Jack L. Kinzie, Esq., at Baker Botts L.L.P., in Dallas, Texas, relates that the Debtors filed their Case Management Request in advance of the March 13, 2009 status conference on plan-related matters so the Court could have a roadmap of the timeline they propose for Plan confirmation and related issues. As a Disclosure Statement has been filed March 16, the Debtors urged the Court to promptly address and enter an order in connection with a Notice related to the consideration of the Disclosure Statement. The Debtors do not believe an expedited consideration of the Notice portion of the Case Management Request will prejudice any of the creditors or parties-in-interest, but instead will enable them to move forward to confirmation in a timely manner. Accordingly, the Court set a date for the Disclosure Statement hearing. At the Debtors' request, Judge Schmidt also set April 17, 2009, as the deadline for filing objections to the Disclosure Statement. The Debtors' balloting agent is directed to serve the Disclosure Statement Notice without delay on each of the Debtors' creditors, equity security holders, and other parties-in-interest, who, as of March 16, 2009, either (i) has filed a proof of claim or interest, (ii) is listed in the Debtors' schedules of assets and liabilities, or (iii) has filed a notice of appearance in the bankruptcy cases requesting service of pleadings. The Balloting Agent will also serve a copy of any plan of reorganization and disclosure statement filed in the Debtors' cases on these parties: -- counsel for the Debtors; -- counsel for the Official Committee of Unsecured Creditors; -- counsel for the Official Committee of the Asbestos Subsidiary Debtors; -- counsel for the Future Claims Representative; -- counsel for the United States Department of Justice, Environment and Natural Resources Division; -- the Examiner; -- counsel to the Parent; -- the United States Trustee; -- the Securities and Exchange Commission; -- counsel for Wells Fargo Bank, N.A., counsel for Deutsche Bank Trust Company Americas and counsel for Wilmington Trust Company, each in their capacities as Indenture Trustee; and -- any party-in-interest, who requests a copy of the Disclosure Statement or Plan from the Balloting Agent. In the event Asarco Incorporated and Americas Mining Corporation, as the Debtors' Parent, file a competing plan and disclosure statement, the Balloting Agent will serve that plan and disclosure statement on the notice parties at the Parent's expense. The Court also asked the Debtors and the parties-in-interest in attendance at the March 13 status conference to confer and attempt to reach a consensus in connection with the procedures and remaining deadlines set forth in the Debtors' Case Management Request. Judge Schmidt advised the parties he would be available on March 31, 2009, to conduct a follow up status conference to address any open issues. Hence, the Debtors notified all parties-in-interest that a second status conference to consider any open issues in connection with the Case Management Request will be held on March 31, 2009. If the parties are unable to reach a consensual agreement as to the unresolved issues, the Debtors intend to submit to the Court for approval at the Second Status Conference a revised proposed case management order. Judge Schmidt clarified that the dates set forth in the currently approved CMO do not limit or restrict the Court from establishing other deadlines and hearing dates in connection with the Parent's disclosure statement, nor does it preclude the Court from considering that disclosure statement on a parallel track. On March 18, the Debtors filed with the Court blacklined copies of their: (1) Second Amended Joint Plan of Reorganization dated September 25, 2008, compared to the Third Amended Joint Plan of Reorganization dated March 16, 2009; (2) Disclosure Statement in support of the Second Amended Plan compared to the Disclosure Statement in support of the Third Amended Plan; and (3) the Uniform Glossary of Defined Terms for Plan Documents attached as Exhibit A to the Second Amended Disclosure Statement compared to the Uniform Glossary of Defined Terms for Plan Documents attached as Exhibit A to the Third Amended Disclosure Statement. Full-text copies of the blacklined Plan documents can be obtained for free at: http://bankrupt.com/misc/ASARCO_3rdPlan_3rdDS_Blacklined.pdf The Third Amended Plan contemplates the sale of substantially all of ASARCO LLC's operating assets to Sterlite (USA), Inc., for $1.7 billion, pursuant to a renewed sale and purchase agreement among the parties dated March 6, 2009. The previous versions of ASARCO's Chapter 11 Plan also embodied the sale of its assets to Sterlite at the initial offer of $2.6 billion. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). The Debtors submitted to the Court a joint plan of reorganization and disclosure statement on July 31, 2008. The plan incorporates the sale of substantially all of the Debtors' assets to Sterlite Industries, Ltd., for US$2,600,000,000. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted a reorganization plan to retain its equity interest in ASARCO LLC, by offering full payment to ASARCO's creditors in connection with ASARCO's Chapter 11 case. AMC would provide up to US$2.7 billion in cash as well as a US$440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Court to Consider New Sterlite Deal on April 13 ----------------------------------------------------------- ASARCO LLC and its debtor affiliates have formally informed Judge Richard Schmidt of the U.S. Bankruptcy Court for the Southern District of Texas of their modified sale transaction and settlement with Sterlite (USA), Inc., on March 11, 2009. Judge Schmidt said he will consider approval of the Debtors' new Sterlite Settlement on April 13, 2009. Parties-in-interest have until April 1 to file objections to the request. ASARCO previously set the hearing for the Sterlite Settlement approval for April 9. The new Sterlite purchase and sale agreement, which will be implemented under an amended plan of reorganization, provides for the sale of ASARCO's operating assets to Sterlite for $1.1 billion in cash, a secured $600 million note, and Sterlite's assumption of certain liabilities. Under the Sterlite Settlement, ASARCO has agreed to a release of the Debtors' claims for breach of the Original Sterlite PSA as part of a global compromise, but only on the occurrence of certain limited conditions, including the termination of the New Sterlite PSA due to these reasons: * Failure to meet any of these deadlines: -- Approval of the Sterlite disclosure statement by May 31, 2009, which may be extended through July 1; -- Confirmation of the Sterlite Plan by August 31, 2009, which may be extended through September 30; -- closing of the Sterlite sale by November 30, 2009, which may be extended through December 31; * ASARCO's breach of any representation, warranty or covenant, which would result in a failure of a condition to Sterlite's obligation to close and which is not cured pursuant to the New Sterlite PSA; or * Rejection by asbestos or governmental environmental creditors if the Sterlite Plan is submitted for voting. The Debtors subsequently delivered to the Court their Third Amended Joint Plan of Reorganization and Disclosure Statement on March 16, 2009, which embodies the New Sterlite PSA. The hearing for the approval of the Third Amended Disclosure Statement has been set for April 28, 2009. Deadline to file Disclosure Statement objections is April 17. The confirmation hearing for the Third Amended Plan has been scheduled for June 29 to July 2, 2009, which may be extended through July 6 to 7. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). The Debtors submitted to the Court a joint plan of reorganization and disclosure statement on July 31, 2008. The plan incorporates the sale of substantially all of the Debtors' assets to Sterlite Industries, Ltd., for US$2,600,000,000. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted a reorganization plan to retain its equity interest in ASARCO LLC, by offering full payment to ASARCO's creditors in connection with ASARCO's Chapter 11 case. AMC would provide up to US$2.7 billion in cash as well as a US$440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Prevails Over Fireman's Fund on Asbestosis Issue ------------------------------------------------------------ Judge J. Manuel Banales of the 105th Judicial District Court of Nueces County, in Texas, ruled on March 11, 2009, that "asbestosis" exclusion bars coverage only for asbestosis claims, and does not bar coverage for claims involving mesothelioma, lung cancer, pleural plaques or any other asbestos-related disease, according to a statement released by Anderson Kill & Olick, P.C., ASARCO LLC's special insurance counsel. The ruling came in an action brought by ASARCO on the scope of an asbestosis exclusion sold by Fireman's Fund Insurance Company. The Action is entitled ASARCO LLC, et al. v. Fireman's Fund Ins. Co., et al., No. 01-2680-D (105th Jud. Dist. Ct. Nueces County Tex. Mar. 11, 2009). ASARCO sought a partial summary judgment ruling that the "exclusion" applied only to claims arising from a specific disease known as asbestosis. In opposition, Fireman's Fund argued that the exclusion barred coverage for all asbestos-related diseases. According to Reuters, Fireman's Fund responded to ASARCO's request for summary judgment saying that the move is a "disingenuous attempt" by ASARCO to obtain a potential $60,000,000 windfall for claims meant to be excluded from insurance coverage. In siding with ASARCO, the Judicial District Court's decision deals a severe blow to Fireman's Fund and impacts other insurance companies with such exclusions. On the other hand, it is a major victory for policyholders, seeking insurance coverage for asbestos liabilities. It also benefits all policyholders, seeking to enforce the plain meaning of insurance policy language and a narrow construction of any exclusionary language. Rhonda D. Orin, managing partner in the Washington, D.C. office of Anderson Kill and lead insurance counsel to ASARCO, said in a statement, "We are pleased with this ruling because we believe it essentially calls a spade a spade. The ruling simplifies the case considerably and eliminates an unnecessary factual issue." "The ruling will affect more than 100,000 claimants," Ms. Orin told Reuters in a phone interview. "It's a partial summary judgment -- meaning the case isn't over, but this issue is over. It is now the law of the case," Ms. Orin further commented. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). The Debtors submitted to the Court a joint plan of reorganization and disclosure statement on July 31, 2008. The plan incorporates the sale of substantially all of the Debtors' assets to Sterlite Industries, Ltd., for US$2,600,000,000. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted a reorganization plan to retain its equity interest in ASARCO LLC, by offering full payment to ASARCO's creditors in connection with ASARCO's Chapter 11 case. AMC would provide up to US$2.7 billion in cash as well as a US$440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) ASARCO LLC: Modifies Amarillo Plant Work Schedule; Shuts Smelter ---------------------------------------------------------------- In a statement released March 18, 2009, ASARCO LLC said it is planning to modify work schedules for some employees at its Amarillo Copper Refinery in the coming months in response to market conditions and internal production requirements. Starting on the week of March 23, the refinery will implement one 32-hour workweek at the tankhouse and schedule 32-hour workweeks for the entire month of April at the rod and cake plants. Nevertheless, ASARCO expects to meet all existing customer needs. It also expects to return to normal work schedules if demand from customers increases. A reduced work schedule was implemented at the rod and cake plants in February. Both plants were shut down during the second week of March. "These measures have been necessary to bring production and inventory into line with sales," said Joseph F. Lapinsky, president and chief executive officer at ASARCO. "When better market conditions prevailed in previous periods, we gave our employees overtime to keep inventory and sales in balance," he added. The modification of work schedules at Amarillo also is necessitated by the annual maintenance shut down of ASARCO's Hayden Copper Smelter in Arizona, which is planned for approximately six weeks, from mid-May to the end of June. During the maintenance shutdown, the smelter is planning to utilize employees to rebuild the furnace and perform other essential tasks. The maintenance shutdown will reduce feed material to the refinery, thus, resulting in the measures taken at the Amarillo Refinery. "We are trying very hard to manage through current market and operational conditions with the least impact to our employees," Mr. Lapinsky said. About ASARCO LLC Based in Tucson, Arizona, ASARCO LLC -- http://www.asarco.com/-- is an integrated copper mining, smelting and refining company. Grupo Mexico S.A. de C.V. is ASARCO's ultimate parent. ASARCO LLC filed for Chapter 11 protection on Aug. 9, 2005 (Bankr. S.D. Tex. Case No. 05-21207). James R. Prince, Esq., Jack L. Kinzie, Esq., and Eric A. Soderlund, Esq., at Baker Botts L.L.P., and Nathaniel Peter Holzer, Esq., Shelby A. Jordan, Esq., and Harlin C. Womble, Esq., at Jordan, Hyden, Womble & Culbreth, P.C., represent the Debtor in its restructuring efforts. Lehman Brothers Inc. provides the ASARCO with financial advisory services and investment banking services. Paul M. Singer, Esq., James C. McCarroll, Esq., and Derek J. Baker, Esq., at Reed Smith LLP give legal advice to the Official Committee of Unsecured Creditors and David J. Beckman at FTI Consulting, Inc., gives financial advisory services to the Committee. When ASARCO LLC filed for protection from its creditors, it listed US$600 million in total assets and US$1 billion in total debts. ASARCO LLC has five affiliates that filed for chapter 11 protection on April 11, 2005 (Bankr. S.D. Tex. Case Nos. 05-20521 through 05-20525). They are Lac d'Amiante Du Quebec Ltee, CAPCO Pipe Company, Inc., Cement Asbestos Products Company, Lake Asbestos of Quebec, Ltd., and LAQ Canada, Ltd. Sander L. Esserman, Esq., at Stutzman, Bromberg, Esserman & Plifka, APC, in Dallas, Texas, represents the Official Committee of Unsecured Creditors for the Asbestos Debtors. Former judge Robert C. Pate has been appointed as the future claims representative. Details about their asbestos-driven Chapter 11 filings have appeared in the Troubled Company Reporter since April 18, 2005. Encycle/Texas, Inc. (Bankr. S.D. Tex. Case No. 05-21304), Encycle, Inc., and ASARCO Consulting, Inc. (Bankr. S.D. Tex. Case No. 05- 21346) also filed for chapter 11 protection, and ASARCO has asked that the three subsidiary cases be jointly administered with its chapter 11 case. On Oct. 24, 2005, Encycle/Texas' case was converted to a Chapter 7 liquidation proceeding. The Court appointed Michael Boudloche as Encycle/Texas, Inc.'s Chapter 7 Trustee. Michael B. Schmidt, Esq., and John Vardeman, Esq., at Law Offices of Michael B. Schmidt represent the Chapter 7 Trustee. ASARCO's affiliates, AR Sacaton LLC, Southern Peru Holdings LLC, and ASARCO Exploration Company Inc., filed for Chapter 11 protection on Dec. 12, 2006. (Bankr. S.D. Tex. Case No. 06-20774 to 06-20776). Six of ASARCO's affiliates, Wyoming Mining & Milling Co., Alta Mining & Development Co., Tulipan Co., Inc., Blackhawk Mining & Development Co., Ltd., Peru Mining Exploration & Development Co., and Green Hill Cleveland Mining Co. filed for Chapter 11 protection on April 21, 2008. (Bank. S.D. Tex. Case No. 08-20197 to 08-20202). The Debtors submitted to the Court a joint plan of reorganization and disclosure statement on July 31, 2008. The plan incorporates the sale of substantially all of the Debtors' assets to Sterlite Industries, Ltd., for US$2,600,000,000. Americas Mining Corporation, an affiliate of Grupo Mexico SAB de CV, submitted a reorganization plan to retain its equity interest in ASARCO LLC, by offering full payment to ASARCO's creditors in connection with ASARCO's Chapter 11 case. AMC would provide up to US$2.7 billion in cash as well as a US$440 million guarantee to assure payment of all allowed creditor claims, including payment of liabilities relating to asbestos and environmental claims. AMC's plan is premised on the estimation of the approximate allowed amount of the claims against ASARCO. Bankruptcy Creditors' Service, Inc., publishes ASARCO Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by ASARCO LLC and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) BANK OF AMERICA: Investors Sue Bank Over Agape World Loss --------------------------------------------------------- Jessica Papini at The Wall Street Journal reports that investors represented by Jacob Zamansky of Zamansky & Associates have filed a lawsuit against Bank of America Inc. and several futures brokerage firms including MF Global Ltd., TransAct Futures, and Alaron over losses they claimed they incurred due to an alleged Ponzi scheme perpetuated by Agape World Inc. The investors are seeking monetary damages. According to court documents, the investors claimed that Bank of America and other brokerage firms helped out Agape World President and owner Nicholas Cosmo in his alleged $370 million Ponzi scheme and played a major role in the loss of investors' funds. WSJ states that Mr. Cosmo surrendered to federal authorities in January, and was charged with allegedly operating the Ponzi scheme. According to the report, the Commodity Futures Trading Commission filed a civil case against Cosmo in January, claiming that he didn't disclose to investors that their money was invested in commodities. The investors said in court documents that "from the start, Bank of America played an integral role in that scheme providing Agape's and Cosmo's scheme with substantial assistance. . . . without Bank of America's participation, the scheme would not have succeeded and grown to such an enormous size. . . . Bank of America established, equipped and staffed a branch office at the heart of Agape's headquarters . . . with Bank of America's knowledge, this branch assisted, facilitated, and furthered the fraudulent scheme." Court documents say that Bank of America assigned one or more representatives to work directly out of Mr. Cosmo's office. According to court documents, Bank of America provided its onsite representatives at Agape World with bank equipment and computer systems to allow direct access to the bank's accounts and systems, and "Bank of America's onsite representatives had actual knowledge Mr. Cosmo was commingling investor money, diverting investor money to his own accounts, engaging in virtually no legitimate business whatsoever and speculatively trading investor money in the commodities and futures markets." WSJ relates that MF Global, TransAct, and Alaron, which are futures and commodities trading firms or merchants, provided substantial assistance to Cosmo, from November 2007 to January 2009. Those firms established trading accounts for Mr. Cosmo and Agape World, even though Mr. Cosmo was barred for life by FINRA from association with any investment broker-dealer, court documents say. About Agape World Hauppauge-based Agape World Inc. -- http://www.agapeworldinc.net/ -- is a private bridge lender since 1999. As reported by the Troubled Company Reporter on February 16, 2009, the Hon. Dorothy Eisenberg of the U.S. Bankruptcy Court for the Eastern District of New York approved investors' Agape World Inc. of petition to put the company into Chapter 7 bankruptcy protection. 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). As reported by the Troubled Company Reporter on March 27, 2009, Moody's Investors Service lowered the senior debt rating of Bank of America Corporation to A2 from A1, the senior subordinated debt rating to A3 from A2, and the junior subordinated debt rating to Baa3 from A2. The preferred stock rating was downgraded to B3 from Baa1. The holding company's short-term rating was affirmed at Prime-1. BERNARD L. MADOFF: U.K. Units Allegedly Played Key Role in Scheme ----------------------------------------------------------------- Glynn Powell, a case controller at U.K.'s Serious Fraud Office, said that Bernard Madoff's U.K. operations played a significant role in the Ponzi scheme, Cassell Bryan-Low at The Wall Street Journal reports. According to WSJ, the Serious Fraud Office launched a criminal investigation into Mr. Madoff's U.K. business earlier this year. WSJ relates that U.K. authorities investigating the Ponzi scheme said that they believe that Mr. Madoff wasn't alone in conducting the fraud. They said that they would start filing charges within months against those they believed were involved, WSJ states. The Serious Fraud Office, according to WSJ, said that Ruth Madoff received $2 million in payments from the U.K. business of Mr. Madoff, her husband, in November 2008, weeks before he was arrested. Bernard L. Madoff Investment Securities LLC was a market maker in U.S. stocks, including all of the S&P 500 and more than 350 Nasdaq stocks. The firm moved large blocks of stock for institutional clients by splitting up orders or arranging off-exchange transactions between parties. It also performed clearing and settlement services. Clients included brokerages, banks, and other financial institutions. In addition, Madoff Securities managed assets for high-net-worth individuals, hedge funds, and other institutional investors. The firm is being liquidated in the aftermath of a fraud scandal involving founder Bernard L. Madoff. As reported by the Troubled Company Reporter on Dec. 15, 2008, the Securities and Exchange Commission charged Mr. Madoff and his investment firm with securities fraud for a multi-billion dollar Ponzi scheme that he perpetrated on advisory clients of his firm. The estimated losses from Madoff's fraud were allegedly at least 50 billion. Also on Dec. 15, 2008, the Honorable Louis A. Stanton of the U.S. istrict Court for the Southern District of New York granted the application of the Securities Investor Protection Corporation for a decree adjudicating that the customers of BLMIS are in need of the protection afforded by the Securities Investor Protection Act of 1970. Irving H. Picard, Esq., was appointed as trustee for the liquidation of BLMIS, and Baker & Hostetler LLP was appointed as counsel. Mr. Madoff, if found guilty of all counts, would be imprisoned for 150 years, but legal experts expect the actual sentence to be much lower and would still be an effective life sentence for the 70- year-old defendant, WSJ notes. Mr. Madoff, WSJ relates, would also face millions of dollars in possible criminal fines. The report says that Mr. Madoff has been free on bail since his arrest on December 11, 2008. There was no plea agreement with Mr. Madoff in which leniency in sentencing might be recommended, the report states, citing prosecutors. BWAY CORP: S&P Assigns 'B-' Rating on $228 Mil. Senior Notes ------------------------------------------------------------ Standard & Poor's Ratings Services said that it assigned its 'B-' rating (two notches lower than the 'B+' corporate credit rating) to Bway Corp.'s proposed $228 million senior subordinated notes due 2014. Standard & Poor's also assigned a recovery rating of '6', indicating expectation of negligible (0%-10%) recovery in the event of a payment default. In addition, Standard & Poor's affirmed its existing ratings on the company, including its 'B+' corporate credit rating. The outlook remains stable. Bway will use proceeds from its proposed notes to refinance $200 million of existing subordinated notes, due October 2010. "Our ratings on the proposed notes are based on preliminary terms and conditions," said Standard & Poor's credit analyst Paul Kurias. As of Dec. 31, 2008, the company had about $468 million in adjusted debt outstanding (including capitalized operating leases, and tax-adjusted unfunded post-retirement benefit obligations). "The ratings on Bway Corp. reflect the company's highly leveraged financial profile that offsets its business position as a leading producer of metal and plastic general-line containers, including those used in the paint can market," added Mr. Kurias. Atlanta, Ga.-based Bway, with annual sales of approximately $1 billion, mainly produces plastic containers and general-line metal containers used for packaging paints, solvents, and household products in the U.S. market. Bway is also the third-largest producer in North America of aerosol cans, which represent approximately 12% of the company's sales. In June 2007, Bway Holding Co., the parent holding company of Bway Corp., became a publicly listed company after its shareholders decided to sell a portion of their holdings through an IPO. Bway did not receive any proceeds from the offering. The outlook is stable. Benefits from ongoing cost-reduction measures, positive free cash generation, and appropriate credit measures should offset weak demand from key markets, thereby providing ratings stability. The rating does not factor in large acquisitions. S&P could lower the ratings if operating performance unexpectedly deteriorates from current levels; if, against S&P's expectations, the company is unable to successfully refinance its $200 million subordinated debt in a timely manner so that refinancing risk is reduced; or if leverage increases for reasons including greater-than-expected working capital requirements, which cannot be funded by cash generation. S&P will also lower ratings if the cushion under the company's covenants declines below S&P's base case expectations and declines into the single-digit-percentage levels without clear prospect for improvement. CANARGO ENERGY: Faces Delisting After NYSE Rejects Compliance Plan ------------------------------------------------------------------ CanArgo Energy Corporation (NYSE Alternext US: CNR) (OSLO: CNR) said that on March 27, 2009, it was notified by the Staff of the NYSE Alternext US LLC that the Staff had determined that the Company's Plan to regain compliance with its deficiencies in meeting the continued listing requirements previously submitted to the Exchange did not make a reasonable demonstration of its ability to regain compliance by the end of the Plan Period and that it was initiating immediate delisting proceedings. The Company does not intend to appeal the Exchange's decision and the Company expects the Exchange's decision to become final on or before April 3, 2009. The Company was notified by the staff of the Exchange, January 5, 2009, that the Staff had determined, following a review of publicly available information, that the Company was not in compliance with Section 1003(a)(iv) of the NYSE Alternext Company Guide in that it had sustained losses which were so substantial in relation to its overall operations or its existing financial resources, or its financial condition had become so impaired that it appeared questionable, in the opinion of the Exchange, as to whether the Company would be able to continue its operations or meet its obligations as they mature. The Exchange further notified the Company that, as a result of the Company's low share price of its common stock, the Company's common stock may not be suitable for auction market trading. In accordance with Section 1003(f)(v) of the Company Guide, the Exchange notified the Company that it deemed it appropriate under the circumstances for the Company to effect a reverse stock split to address its low selling price and if a reverse stock split was not completed within a reasonable timeframe, the Exchange would consider suspending dealings in, or delisting, the Company's common stock. Finally, as a result of the resignation of one of its independent directors the Company was no longer in compliance with Sections 803 (A)(1) and Section 803(B)(2)a of the Company Guide, which require, respectively, that at least a majority of the Company's directors are independent and that the Company's audit committee be comprised of at least three independent directors. Specifically, the Company currently only has two independent directors of the four directors on the Company's Board of Directors and an audit committee composed of only two members. The Company was offered an opportunity to file a plan with the Exchange of the steps it intended to take to regain compliance with the continued listing requirements of the Exchange within certain designated periods. The Company submitted its plan of compliance on February 17, 2009. On March 27, 2009, the Company was notified by the Staff that it had determined, following a review of the Plan, that the Plan did not make a reasonable demonstration of the Company's ability to regain compliance with the Exchange's continued listing standards by the end of the Plan Periods based upon these reasons: -- the Staff's concerns that due to the Company's current severely impaired financial condition it would be unable to restructure its outstanding subordinated debt, which is currently in default, thereby precipitating possible bankruptcy proceedings; -- the severity of the Company's financial impairment could result in an inability to secure audited financial statements timely thereby delaying the filing of CanArgo's Form 10-K for the fiscal year ended December 31, 2008, by the required date of March 31, 2009 (violating Sections 134 and 1101 of the Company Guide); -- there was significant uncertainty regarding the Company's ability to receive the funds it is seeking in litigation against the defaulting standby underwriters in its rights offering concluded in October 2008 by the end of the Plan Period; and -- the Company's common stock was continuing to trade at extremely low levels. Due to the nature and severity of the deficiencies, as well as the triggering of these additional deficiencies, Staff determined to apply commentary .01 of Section 1009 of the Company Guide and not offer the Company an opportunity to submit a plan of compliance related to these deficiencies. Based on the foregoing, the Staff has concluded that it was appropriate to initiate immediate delisting proceedings at this time. The Exchange intends to strike the Company's common stock from the Exchange by filing a delisting application with the Securities and Exchange Commission pursuant to Section 1009(d) of the Company Guide. The Company does not intend to appeal the Exchange's decision and the Company expects the Exchange's decision to become final on or before April 3, 2009. CanArgo Energy Corporation (AMEX: CNR) -- http://www.canargo.com/ -- is a U.S. company registered in the State of Delaware with headquarters in St. Peter Port, Guernsey, Channel Islands. The company has oil and gas operations currently located in Tbilisi, Georgia. * * * CanArgo Energy failed to file its Annual Report on Form 10-K for the year ended December 31, 2008, by the March 16, 2009 deadline. On January 5, 2009, the Company failed to make interest payments under its outstanding Senior Subordinated Convertible Guaranteed Notes, due September 1, 2009, and its 12% Subordinated Convertible Guaranteed Notes, due June 28, 2010. The Company is continuing its negotiations with certain of the Note holders with a view to addressing the defaults. There can be no assurance, however, that the negotiations will be successfully concluded. The Company's management team and finance and accounting personnel have been focused on the negotiations. The Company reported a net loss for 2008 of $57.8 million compared to a net loss for 2007 of $53.8 million. This was due to lower Income from Discontinued Operations, net of taxes and minority interest offset partially by improved Losses from Continuing Operations before taxes. Going Concern Doubt As reported in the Troubled Company Reporter on March 18, 2008, L J Soldinger Associates LLC expressed substantial about CanArgo Energy Corporation's ability to continue as a going concern after it audited the company's consolidated financial statements for the year ended Dec. 31, 2007. The auditor reported that the company has incurred net losses since inception and does not have sufficient funds to execute its business plan or fund operations through the end of 2008. The company has said that its ability to continue as a going concern is dependent upon raising capital through debt or equity financing on terms acceptable to the company in the immediate short-term. If the company is unable to obtain additional funds when these are required or if the funds cannot be obtained on terms favorable to the company, it may be required to delay, scale back or eliminate its exploration, development and completion program or enter into contractual arrangements with third parties to develop or market products that the company would otherwise seek to develop or market itself, or even be required to relinquish its interest in its properties or in the extreme situation, cease operations altogether. CHARTER COMMUNICATIONS: Files for Chapter 11 to Cut $8BB in Debts ----------------------------------------------------------------- Charter Communications, Inc., and certain of its subsidiaries filed voluntary Chapter 11 petitions with the United States Bankruptcy Court for the Southern District of New York on March 27, 2009. The Debtors will continue to operate their businesses and manage their properties as debtors-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code. Charter expects to reduce debt by roughly $8 billion as part of its restructuring. On February 12, 2009, the Company reached agreements-in-principle with members of a committee of certain of the Company's debt holders. The agreements-in-principle contemplate the investment by members of the Bondholder Committee of more than $3 billion, including up to $2 billion in equity proceeds, $1.2 billion in roll-over debt and $267 million in new debt to support the overall refinancing. Charter expects the proposed restructuring to position the Company to generate positive free cash flow through significant interest expense reductions. The Company has been working closely with the Bondholder Committee to finalize a pre-arranged plan of reorganization and related documents and agreements based upon the agreements-in-principle, Consistent with the terms of the agreements-in-principle, Charter filed its Pre-Arranged Plan and Chapter 11 petitions with the Court. Charter's Pre-Arranged Plan is supported by Paul G. Allen and affiliates of Paul G. Allen and by the Bondholder Committee consisting of (a) parties holding approximately 73% in principal amount of the 11.00% Senior Secured Notes due 2015 of CCH I, LLC and (b) parties holding approximately 52% in principal amount of the 10.25% Senior Notes due 2010 and 2013 of CCH II, LLC. Paul G. Allen will continue as an investor, and will retain the largest voting interest in the Company. Trade creditors are to be paid in full under Pre-Arranged Plan. The Plan calls for the reinstatement of the current debt of Company subsidiaries CCO Holdings, LLC and Charter Communications Operating, LLC. The Company has paid, and intends to continue to pay, on a current basis in accordance with existing terms on the secured debt. The unsecured notes at CCO Holdings, LLC will continue to accrue interest that will be paid upon emergence. "The financial restructuring is good news for Charter and our customers and, if approved, will result in Charter being better positioned to deliver the products and services our customers demand now and in the future," said Neil Smit, President and Chief Executive Officer. "The support of our bondholders and their new investment in Charter also underscores their confidence in our company and business. Charter's operations are strong, and throughout this process, we will continue serving our customers as usual. We look forward to an expeditious restructuring, and once completed, we believe that Charter will be a stronger company." As reported by the Troubled Company Reporter on February 19, 2009, Charter reached an agreement in principle with holders of certain of its subsidiaries' senior notes holding roughly $4.1 billion in aggregate principal amount of notes issued by subsidiaries CCH I, LLC and CCH II, LLC. In addition to the Restructuring Agreements, the Noteholders entered into commitment letters with Charter, pursuant to which they have agreed to exchange and purchase, as applicable, certain securities of Charter. A full-text copy of the Restructuring Agreement is available for free at http://ResearchArchives.com/t/s?3996 A full-text copy of the Commitment Letter is available for free At http://ResearchArchives.com/t/s?3997 A full-text copy of the Term Sheet For Proposed Joint Chapter 11 Plan of Reorganization, filed with the Securities and Exchange Commission in February, is available for free at http://ResearchArchives.com/t/s?3998 Aside from filing for bankruptcy by April 1, 2009, the Restructuring Agreements and Commitment Letters require the Debtors to obtain: -- approval of a disclosure statement reasonably acceptable to Charter and the holders of a majority of the CCH I Notes held by the ad-hoc committee of certain Noteholders by the 50th day following the bankruptcy petition date; and -- confirmation of a bankruptcy plan reasonably acceptable to Charter and the Requisite Holders by the 130th day after the Bankruptcy petition date. Charter Won't Seek DIP Financing Charter expects that cash on hand and cash from operating activities will be adequate to fund its projected cash needs as it proceeds with its financial restructuring and therefore does not intend to seek DIP financing. In conjunction with the filing, the Company also filed a variety of customary motions to continue to support its employees, customers and vendors during the financial restructuring process. The Company has filed motions seeking permission to continue employee wage and benefits programs, and honor current customer programs without interruption, and to pay trade creditor balances and fees to Local Franchise Authorities incurred before and after the filing in full and in the normal course. Bankruptcy Professionals Charter has retained Kirkland & Ellis LLP as legal counsel, Lazard as financial advisor and AlixPartners LLP as restructuring advisor. Kurtzman Carson Consultants serves as claims and notice agent. The Bondholder Committee is represented by Paul, Weiss, Rifkind, Wharton & Garrison LLP as legal counsel, and its financial advisors are Houlihan Lokey Howard & Zukin Capital, Inc., and UBS Securities LLC. Charter also appointed Gregory L. Doody as its Chief Restructuring Officer. In this role, Mr. Doody will help oversee the financial restructuring process, thereby minimizing the impact of the restructuring process on Charter's day-to-day operations. He has led successful in-court and out-of-court restructurings, including Calpine Corporation and HealthSouth Corporation. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. A full-text copy of Charter's Annual Report is available at no charge at: http://researcharchives.com/t/s?3ade As of December 31, 2008, Charter had $13.8 billion in total assets; $1.4 billion in total current liabilities, $21.5 billion in total long-term debt; and $10.5 billion in stockholders' deficit. The Company posted a $2.4 billion net loss for year 2008 on revenues of $6.4 billion. CHARTER COMMUNICATIONS: Case Summary & 80 Largest Unsec. Creditors ------------------------------------------------------------------ Debtor: Charter Communications Inc. 12405 Powerscourt Drive St. Louis, MO 63131 Bankruptcy Case No.: 09-11435 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Ausable Cable TV, Inc. 09-11434 Hometown TV, Inc. 09-11436 Plattsburgh Cablevision, Inc. 09-11437 Charter Communications Entertainment I, LLC 09-11439 Falcon First Cable of New York, Inc. 09-11441 Charter Communications Holding Company, LLC 09-11442 CCHC, LLC 09-11443 Charter Communications Holdings, LLC 09-11444 CCH I Holdings, LLC 09-11445 CCH I, LLC 09-11446 CCH II, LLC 09-11447 CCO Holdings, LLC 09-11448 Charter Communications Operating, LLC 09-11449 American Cable Entertainment Company, LLC 09-11450 Athens Cablevision, Inc. 09-11451 Cable Equities Colorado, LLC 09-11452 Cable Equities of Colorado Management Corp. 09-11454 CC 10, LLC 09-11455 CC Fiberlink, LLC 09-11456 CC Michigan, LLC 09-11457 CC Systems, LLC 09-11458 CC V Holdings, LLC 09-11459 CC VI Fiberlink, LLC 09-11460 CC VI Operating Company, LLC 09-11461 CC VII Fiberlink, LLC 09-11462 CC VIII Fiberlink, LLC 09-11463 CC VIII Holdings, LLC 09-11464 CC VIII Leasing of Wisconsin, LLC 09-11465 CC VIII Operating, LLC 09-11466 CC VIII, LLC 09-11468 CCH I Capital Corp. 09-11469 CCH I Holdings Capital Corp. 09-11470 CCH II Capital Corp. 09-11471 CCO Fiberlink, LLC 09-11472 CCO Holdings Capital Corp. 09-11473 CCO NR Holdings, LLC 09-11475 CCO Purchasing, LLC 09-11476 Charter Advertising of Saint Louis, LLC 09-11477 Charter Cable Leasing of Wisconsin, LLC 09-11478 Charter Cable Operating Company, LLC 09-11479 Charter Cable Partners, LLC 09-11480 Charter Communications Entertainment, LLC 09-11482 Charter Communications Entertainment I, DST 09-11485 Charter Communications Entertainment II, LLC 09-11486 Charter Communications Holdings Capital Corp 09-11487 Charter Communications Operating Capital Corp. 09-11488 Charter Communications Properties, LLC 09-11489 Charter Communications V, LLC 09-11490 Charter Communications Ventures, LLC 09-11491 Charter Communications VI, LLC 09-11492 Charter Communications VII, LLC 09-11493 Charter Communications, LLC 09-11494 Charter Distribution, LLC 09-11495 Charter Fiberlink - Alabama, LLC 09-11496 Charter Fiberlink AR-CCVII, LLC 09-11497 Charter Fiberlink AZ-CCVII, LLC 09-11498 Charter Fiberlink CA-CCO, LLC 09-11499 Charter Fiberlink CA-CCVII, LLC 09-11500 Charter Fiberlink CC VIII, LLC 09-11501 Charter Fiberlink CCO, LLC 09-11502 Charter Fiberlink CT-CCO, LLC 09-11503 Charter Fiberlink - Georgia, LLC 09-11505 Charter Fiberlink ID-CCVII, LLC 09-11506 Charter Fiberlink - Illinois, LLC 09-11507 Charter Fiberlink IN-CCO, LLC 09-11508 Charter Fiberlink KS-CCO, LLC 09-11509 Charter Fiberlink LA-CCO, LLC 09-11509 Charter Fiberlink MA-CCO, LLC 09-11511 Charter Fiberlink - Michigan, LLC 09-11512 Charter Fiberlink - Missouri, LLC 09-11513 Charter Fiberlink MS-CCVI, LLC 09-11514 Charter Fiberlink NC-CCO, LLC 09-11515 Charter Fiberlink NC-CCVII, LLC 09-11516 Charter Fiberlink - Nebraska, LLC 09-11517 Charter Fiberlink NH-CCO, LLC 09-11518 Charter Fiberlink NM-CCO, LLC 09-11519 Charter Fiberlink NV-CCVII, LLC 09-11520 Charter Fiberlink NY-CCO, LLC 09-11521 Charter Fiberlink NY-CCVII, LLC 09-11522 Charter Fiberlink OH-CCO, LLC 09-11523 Charter Fiberlink OK-CCVII, LLC 09-11524 Charter Fiberlink OR-CCVII, LLC 09-11525 Charter Fiberlink SC-CCO, LLC 09-11526 Charter Fiberlink SC-CCVII, LLC 09-11527 Charter Fiberlink - Tennessee, LLC 09-11528 Charter Fiberlink TX-CCO, LLC 09-11529 Charter Fiberlink UT-CCVII, LLC 09-11530 Charter Fiberlink VA-CCO, LLC 09-11531 Charter Fiberlink VT-CCO, LLC 09-11532 Charter Fiberlink WA-CCVII, LLC 09-11533 Charter Fiberlink - Wisconsin, LLC 09-11534 Charter Fiberlink WV-CCO, LLC 09-11535 Charter Fiberlink, LLC 09-11536 Charter Gateway, LLC 09-11537 Charter Helicon, LLC 09-11538 Charter Investment, Inc. 09-11540 Charter RMG, LLC 09-11541 Charter Stores FCN, LLC 09-11542 Charter Video Electronics, Inc. 09-11543 Dalton Cablevision, Inc. 09-11544 Enstar Communications Corporation 09-11545 Falcon Cable Communications, LLC 09-11546 Falcon Cable Media, a California Limited 09-11547 Partnership Falcon Cable Systems Company II, L.P. 09-11548 Falcon Cablevision, a California Limited 09-11549 Partnership Falcon Community Cable, L.P. 09-11550 Falcon Community Ventures I, LP 09-11551 Falcon First Cable of the Southeast, Inc. 09-11552 Falcon First, Inc. 09-11553 Falcon Telecable, a California Limited Partnership 09-11554 Falcon Video Communications, L.P. 09-11555 Helicon Partners I, L.P. 09-11556 HPI Acquisition Co., L.L.C. 09-11557 Interlink Communications Partners, LLC 09-11558 Long Beach, LLC 09-11559 Marcus Cable Associates, L.L.C. 09-11560 Marcus Cable of Alabama, L.L.C. 09-11561 Marcus Cable, Inc. 09-11562 Midwest Cable Communications, Inc. 09-11564 Peachtree Cable TV, L.P. 09-11565 Peachtree Cable T.V., LLC 09-11566 Renaissance Media LLC 09-11567 Rifkin Acquisition Partners, LLC 09-11568 Robin Media Group, Inc. 09-11569 Scottsboro TV Cable, Inc. 09-11570 Tennessee, LLC 09-11572 The Helicon Group, L.P. 09-11573 Tioga Cable Company, Inc. 09-11574 Vista Broadband Communications, LLC 09-11575 Related Information: The Debtors (Nasdaq: CHTR) is a broadband communications company and the third-largest publicly traded cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High- Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. As reported by the Troubled Company Reporter on Nov. 11, 2008, Charter Communications' balance sheet at Sept. 30, 2008, showed total assets of $15.1 billion, total liabilities of $23.9 billion, resulting in a shareholders' deficit of $8.8 billion. As reported by the Troubled Company Reporter on Dec. 22, 2008, Fitch Ratings placed Charter Communications, Inc.'s 'CCC' Issuer Default Rating and the IDRs and individual issue ratings of Charter Communications' subsidiaries on Rating Watch Negative. Approximately $21.1 billion of debt outstanding as of Sept. 30, 2008 is effected by Fitch's action. As reported by the TCR on Dec. 16, 2008, Moody's Investors Service lowered the Probability-of-Default Rating for Charter Communications to Ca from Caa2 and placed all ratings (other than the SGL3 Speculative Grade Liquidity Rating) for the company and its subsidiaries under review for possible downgrade. As reported by the Troubled Company Reporter on Dec. 16, 2008, Standard & Poor's Ratings Services lowered its corporate credit rating on Charter Communications to 'CC' from 'B-'. S&P said that the rating outlook is negative. See http://www.charter.com/ Chapter 11 Petition Date: March 27, 2009 Court: United States Bankruptcy Court Southern District of New York Judge: James M. Peck Debtor's Counsel excluding Charter Investment Inc.: Richard M. Cieri, Esq. Paul M. Basta, Esq. Stephen E. Hessler, Esq. Kirkland & Ellis LLP Citigroup Center 153 East 53rd Street New York, NY 10022-4611 Tel: (212) 446-4800 Fax: (212) 446-4900 http://www.kirkland.com/ Charter Investment, Inc.'s Counsel: Albert Togut, Esq. Togut, Segal & Segal LLP One Penn Plaza New York, NY 10119 Tel: (212) 594-5000 Fax: (212) 967-4258 http://www.teamtogutlaw.com/ Debtors' Conflicts Counsel: Curtis, Mallet-Prevost, Colt & Mosel LLP 101 Park Avenue New York, New York 10178-0061 Tel: (212) 696-6000 Fax: (212) 697-1559 http://www.cm-p.com/ Debtors' Tax Advisors: Ernst & Young LLP 5 Times Square New York, NY 10036-6530 Tel: (212) 773 3000 Fax: (212) 773 6350 http://www.ey.com/ Debtors' Independent Auditors: KPMG LLP 345 Park Avenue New York, NY http://www.kpmg.com/ Debtors' Valuation Consultants: Duff & Phelps LLC 55 East 52nd Street, Floor 31 New York, NY 10055 Tel: (212) 871 2000 http://www.duffandphelps.com/ Debtors' Financial Advisors: Lazard Freres & Co. LLC 30 Rockefeller Plaza New York, NY 10020 http://www.lazard.com/ Debtors' Restructuring Consultants: AlixPartners LLC 9 West 57th Street, Suite 3420 New York, NY 10019 Tel: (212) 490-2500 Fax: (212) 490-1344 http://www.alixpartners.com/ Debtors' Regulatory Counsel: Davis Wright Tremaine LLP 1633 Broadway New York, NY 10019-6708 Tel: (212) 489-8230 Fax: (212) 489-8340 http://www.dwt.com/ --- and --- Friend Hudak & Harris LLP Three Ravinia Drive, Suite 1450 Atlanta, Georgia 30346 Tel: (770) 399-9500 Fax: (770) 395-0000 Debtors' Claims Agent: Kurtzman Carson Consultants LLC 1230 Avenue of the Americas, 7th Floor New York, NY 10020 Tel: (866) 381-9100 http://www.kccllc.com/ The Debtors' financial condition as of December 31, 2008: Total Assets: $13,881,617,723 Total Debts: $24,185,668,550 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Bank of New York as Bond Debt $4,169,888,312 indenture trustee for holders of 11% senior notes due 2015 issued by CCH I, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $2,081,181,435 indenture trustee for holders of 10.25% senior notes due 2010 issued by CCH II, LLC ATTN: Mary Callahan North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Wilmington Trust as Bond Debt $867,783,041 indenture trustee for holders of 8.75% senior notes due 2013 issued by CCO Holdings, LLC ATTN: Geoff Lewis Rodney Square North 1100 North Market Street Wilmington, DE 19890-1615 Tel: (302) 636-6438 Fax: (302) 636-4145 Bank of New York as Bond Debt $849,419,379 indenture trustee for holders of 11.75% senior discount notes due 2014 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $655,170,270 indenture trustee for holders of 10.25% senior notes due 2013 issued by CCH II, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $596,131,365 indenture trustee for holders of 13.5% senior discount notes due 2014 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $494,308,378 indenture trustee for holders of 6.5% convertible debt due 2012 issued by Charter Communications, Inc. ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $493,615,483 indenture trustee for holders of 9.92% senior discount notes due 2014 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $309,981,844 indenture trustee for holders of 10% senior discount notes due 2014 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $221,901,444 indenture trustee for holders of 12.125% senior discount notes due 2015 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $154,010,711 indenture trustee for holders of 11.125% senior discount notes due 2014 issued by CCH I Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $92,494,840 indenture trustee for holders of 10% senior notes due 2009 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $76,966,531 indenture trustee for holders of 12.125% senior discount notes due 2012 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $72,073,593 indenture trustee for holders of 10% senior notes due 2011 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $66,634,171 indenture trustee for holders of 10.75% senior notes due 2009 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $61,251,527 indenture trustee for holders of 13.5% senior discount notes due 2011 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $56,546,624 indenture trustee for holders of 11.75% senior discount notes due 2011 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $53,733,667 indenture trustee for holders of 9.92% senior discount notes due 2011 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $47,975,019 indenture trustee for holders of 11.125% senior notes due 2011 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Bank of New York as Bond Debt $37,822,008 indenture trustee for holders of 9.625% senior notes due 2009 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Home Box Office Trade Debt $25,679,303 ATTN: General Counsel P.O. BOX 29697 GPO New York, NY 10087 Tel: (212) 512-5807 Bank of New York as Bond Debt $17,854,788 indenture trustee for holders of 10.25% senior notes due 2010 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Encore (Digital) Trade Debt $17,460,330 ATTN: General Counsel 8900 Liberty Circle Englewood, CO 80112 Tel: (720) 852-7700 Fax: (720) 852-8555 Bank of New York as Bond Debt $16,026,991 indenture trustee for holders of 11.75% senior discount notes due 2010 issued by Charter Communications Holdings, LLC ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 Showtime Trade Debt $14,526,483 ATTN: General Counsel PO Box 730240 Dallas, TX 75373-0240 Tel: (212) 708-1600 Fax: (212) 708-1217 Turner Network Trade Debt $9,423,310 Television (TNT) ATTN: General Counsel PO Box 930198 Atlanta, GA 31193-0198 Tel: (404) 827-3977 FAX: (404) 827-2437 Cinemax Trade Debt $6,574,546 ATTN: General Counsel 1100 Avenue of the Americas Grace Building, 7th Floor Fed Ex # 115946021 New york, NY 10036 Tel: (212) 512-5807 TVN VOD Trade Debt $6,318,828 ATTN: General Counsel 15301 Ventura Blvd. Building E, Suite 3000 Sherman Oaks, CA 91403 Tel: (818) 526-5263 CSG Systems Inc. Trade Debt $5,438,166 ATTN: General Counsel PO Box 3366 Omaha, NE 68176-0002 Tel: (402) 431-7000 Fax: (402) 431-7627 Lifetime Trade Debt $4,914,917 ATTN: General counsel PO Box 7247-6603 Philadelphia, PA 19170-6603 Tel: (212) 424-7206 Cable News Network Trade Debt $4,785,199 ATTN: General counsel JPMorgan PO Box 532450 Atlanta, GA 30353-2450 Tel: (404) 827-3977 WTBS - Turner Trade Debt $4,509,709 Network Sales ATTN: General Counsel One CNN Center, Box 105366 ATLANTA, GA 30348-5366 Tel: (404) 827-3977 AMC Trade Debt $4,174,893 ATTN: Lisa bedford 200 Jericho Quadrangle 3rd Floor Jericho, NY 11753 Tel: (516) 803-5329 Fox Sports South Trade Debt $3,792,084 ATTN: General Counsel File 55125 Los Angeles, CA 9007455125 Tel: (310) 557-4037 F/X Trade Debt $3,737,383 ATTN: General Counsel FILE # 56932 Los Angeles, CA 90074 - 6932 Tel: (310) 557-4037 Fox Sports Net Trade Debt $3,525,809 North ATTN: General Counsel First Chicago PO Box 73681 Chicago, IL 60673-3681 Tel: (310) 557-4037 Discovery Channel Trade Debt $3,450,927 Accts. Receivable Dept. Dept. 79236 Baltimore, MD 21279-0236 Tel: (212) 548-5882 Fox Sports Detroit Trade Debt $3,446,609 ATTN: General Counsel File 355558 Los Angeles, CA 90074-5652 Tel: (310) 557-4037 In Demand Trade Debt $3,308,628 ATTN: General Counsel General Post Office P O BOX 30869 New York, NY 10087-0869 Tel: (646) 638-8303 Bank of New York as Bond Debt $3,181,086 indenture trustee for holders of 5.875% convertible debt due 2009 issued by Charter Communications, Inc. ATTN: Mary Callahan 2 North Lasalle St. Suite 1020 Chicago, IL 60602 Tel: (312) 827-8546 Fax: (312) 827-8542 E Entertainment Trade Debt $2,618,325 ATTN: General Counsel P.O. Box 60229 Los Angeles, CA 90060-0229 Tel: (800) 266-2278 Warner Brothers (VOD) Trade Debt $2,583,103 ATTN: Supervisor, Accounting A/C #5105641 PO Box 13093 Newark, NJ 07188-0093 Tel: (818) 977-2309 The Learning Channel Trade Debt $2,324,806 ATTN: General Counsel P.O. BOX 79221 Baltimore, MD 21279-0221 Tel: (240) 662-2000 Fox Sports Midwest Trade Debt $2,252,428 ATTN: General Counsel File 55639 Los Angeles, CA 90074-0001 Tel: (310) 557-4037 Fox News Network Trade Debt $2,249,590 ATTN: General Counsel PO Box 19400 Newark, NJ 07195-0001 Tel: (212) 301-3000 Fax: (212) 301-8588 A & E Trade Debt $2,210,712 Mark Hajdasz- 3rd Floor 235 East 45th Street New York, NY 10017 Tel: (212) 210-1433 Fox Sports West Trade Debt $2,166,091 ATTN: General Counsel File # 55652 Los angeles, CA 90074-5652 Tel: (310) 557-4037 The History Channel Trade Debt $2,135,387 Mark Hajdasz- 3rd Floor 235 East 45th Street New York, NY 10017 Tel: (212-210-1433 Golf Channel, The Trade Debt $2,073,380 ATTN: General Counsel 19 Gregory Drive South Burlington, VT 05403 Tel: (407) 355-4653 Fax: (407) 363-7976 Turner Classic Movies Trade Debt $2,072,908 ATTN: General Counsel 101 Marietta St. - 20th Floor Atlanta, GA 30303-2774 Tel: (404) 827-3977 HD Net Trade Debt $1,997,074 ATTN: Accounts Receivable 2400 N. Ulster St. Denver, CO 80238 Tel: (303) 542-5564 Outdoor Life Trade Debt $1,882,565 ATTN: General Counsel File #: 749052 Los Angeles, CA 90074-9052 Tel: (203) 276-8000 Speed Channel Trade Debt $1,737,657 ATTN: General Counsel File #56734 Los Angeles, CA 90074-6734 Tel: (310) 557-4037 Big Ten Network LLC Trade Debt $1,678,646 ATTN: General Counsel 14743 Collections Center Drive Chicago, IL 60693 Tel: (310) 557-4037 Cartoon Network Trade Debt $1,673,836 ATTN: General Counsel JPMorgan PO BOX 532450 ATLANTA, GA 30353-2450 Tel: (404) 827-3977 Court T.V. Trade Debt $1,604,401 ATTN: General Counsel 600 Third Avenue New York, NY 10016-1901 Tel: (404) 827-3977 Sportsouth Trade Debt $1,585,983 Network II LLC ATTN: General Counsel File #55125 Los angeles, CA 90074-5125 Tel: (310) 557-4037 Fox National Geographic Trade Debt $1,543,111 ATTN: General Counsel File #56931 Los Angeles, CA 90074-6931 Tel: (310) 557-4037 Home & Garden Television Trade Debt $1,425,250 ATTN: GENERAL COUNSEL P O Box 640916 Cincinnati, OH 45264-0916 Tel: (865) 560-4595 Accenture Trade Debt $1,383,032 ATTN: General Counsel PO BOX 70629 CHICAGO, IL 60673-0629 Tel: (612) 277-0000 Fox Sports West 2 Trade Debt $1,335,398 ATTN: General Counsel FILE #55652 Los Angeles, CA 90074 - 5652 Tel: (310) 557-4037 Game Show Network Trade Debt $1,328,483 ATTN: Acctg. File #55336 Los Angeles, CA 900745336 Tel: (310) 255-6855 Hallmark Trade Debt $1,294,849 ATTN: General Counsel Crown Media Hallmark Channel PO Box 414902 Boston, MA 02241-4902 P - 818-755-2677 New England Sports Network Trade Debt $1,242,090 ATTN: General Counsel 70 Brookline Avenue Boston, MA 02215 Tel: (617) 927-1320 Arris Solutions Inc. Trade Debt $1,176,889 ATTN: General Counsel PO Box 93576 CHICAGO, IL 60673-3576 Tel: (678) 473-4284 Fox Sports Southwest Trade Debt $1,141,044 ATTN: General Counsel File 55652 Los angeles, CA 90074-5652 Tel: (310) 557-4037 Independent Film Trade Debt $1,110,482 (Digital) ATTN: Nancy Erb 200 Jericho Quadrangle Jericho, NY 11753 Tel: (516) 803-6343 Lifetime Movie Trade Debt $1,077,686 Network (Digital) ATTN: General Counsel PO Box 7247 8295 Philadelphia, PA 191708295 Tel: (212) 424-7000 TV Guide Interactive Trade Debt $1,076,830 ATTN: General Counsel TV Guide Networks Department 532 Tulsa, OK 74182 Tel: (918) 488-4706 Fox Sports Bay Area Trade Debt $1,076,478 ATTN: General Counsel P.O. Box 79535 City of Industry, CA 91716-9535 Tel: (215) 286-5753 E Trade Debt $1,045,318 ATTN: General Counsel P.O. BOX 60229 Los Angeles, CA 90060-0229 Tel: (800) 266-2278 Women's Entertainment Trade Debt $974,959 ATTN: Accounts Receivable 1111 Stewart Avenue Bethpage, NY 11714 Tel: (516) 803-5316 MLB Trade Debt $964,881 ATTN: Affiliate Sales The MLB Network, LLC Bank of America Lockbox Account #: 16425 16425 Collections Center Dr. Chicago, IL 60693 Tel: (720) 407-7529 HBO on Demand Trade Debt $925,893 ATTN: General Counsel P.O. Box 29697 GPO New york, NY 10087 Tel: (212) 512-5807 The Travel Channel Trade Debt $919,207 ATTN: Accts. Receivable Dept. Dept. 79903 Baltimore, MD 21279-0903 Tel: (212) 548-5882 Fox Sports New England Trade Debt $914,112 ATTN: Philip DePietro PO Box 73380 Chicago, IL 60673-0001 Tel: (781) 933-9300 TV Food Trade Debt $907,196 ATTN: General counsel PO Box 602018 Charlotte, NC 28260-2018 Tel: (865) 560-4595 Fox Sports Net Northwest LLC Trade Debt $891,534 ATTN: General Counsel 15154 Collections Center Drive Chicago, IL 60693 Tel: (212) 548-5882 Animal Planet Trade Debt $806,077 ATTN: General Counsel P.O. Box 79714 Baltimore, MD 21279-0714 Tel: (212) 548-5882 Harmonic Inc. Trade Debt $782,315 ATTN: Accts Receivable Dept 223 Denver, CO 80271-0223 Tel: (408) 542-2500 The petition was signed by Gregory L. Doody, Charter's chief restructuring officer and senior counsel. CHARTER COMMUNICATIONS: Bankruptcy Triggers Default on Notes ------------------------------------------------------------ Charter Communications, Inc., disclosed to the Securities and Exchange Commission that its bankruptcy filing triggered the acceleration of financial obligations under the terms of a number of debt instruments of the Debtors. The Debtors believe that any efforts to enforce the financial obligations under the Debt Documents are stayed as a result of the filing of the Chapter 11 Cases in the Bankruptcy Court. The Debt Documents and the approximate principal amount of debt currently outstanding thereunder are: 1) $3 million of 5.875% convertible senior notes due 2009 of the Company; 2) $479 million of 6.50% convertible senior notes due 2027 of the Company; 3) $53 million of 10.000% senior notes due 2009 of Charter Communications Holdings, LLC; 4) $4 million of 10.750% senior notes due 2009 of Charter Communications Holdings, LLC; 5) $25 million of 9.625% senior notes due 2009 of Charter Communications Holdings, LLC; 6) $1 million of 10.250% senior notes due 2010 of Charter Communications Holdings, LLC; 7) $1 million of 11.750% senior discount notes due 2010 of Charter Communications Holdings, LLC; 8) $47 million of 11.125% senior notes due 2011 of Charter Communications Holdings, LLC; 9) $60 million of 13.500% senior discount notes due 2011 of Charter Communications Holdings, LLC; 10) $51 million of 9.920% senior discount notes due 2011 of Charter Communications Holdings, LLC; 11) $69 million of 10.000% senior notes due 2011 of Charter Communications Holdings, LLC; 12) $54 million of 11.750% senior discount notes due 2011 of Charter Communications Holdings, LLC; 13) $75 million of 12.125% senior discount notes due 2012 of Charter Communications Holdings, LLC; 14) $151 million of 11.125% senior notes due 2014 of CCH I Holdings, LLC; 15) $581 million of 13.500% senior discount notes due 2014 of CCH I Holdings, LLC; 16) $471 million of 9.920% senior discount notes due 2014 of CCH I Holdings, LLC; 17) $299 million of 10.000% senior notes due 2014 of CCH I Holdings, LLC; 18) $815 million of 11.750% senior discount notes due 2014 of CCH I Holdings, LLC; 19) $217 million of 12.125% senior discount notes due 2015 of CCH I Holdings, LLC; 20) $3.987 billion of 11.00% senior notes due 2015 of CCH I, LLC; 21) $1.860 billion of 10.250% senior notes due 2010 of CCH II, LLC; 22) $614 million of 10.250% senior notes due 2013 of CCH II, LLC; 23) $800 million of 8 3/4% senior notes due 2013 of CCO Holdings, LLC; 24) $1.1 billion of 8.000% senior second-lien notes due 2012 of Charter Communications Operating, LLC; 25) $770 million of 8 3/8% senior second-lien notes due 2014 of Charter Communications Operating, LLC; 26) $546 million of 10.875% senior second-lien notes due 2014 of Charter Communications Operating, LLC; 27) $8.2 billion of loans due 2014 under the Amended and Restated Credit Agreement, dated as of March 6, 2007, among Charter Communications Operating, LLC, CCO Holdings, LLC, the lenders from time to time parties thereto and JPMorgan Chase Bank, N.A., as administrative agent; and 28) $350 million of loans due 2014 under the Credit Agreement, dated as of March 6, 2007, among CCO Holdings, LLC, the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent. Subsidiaries CIH and Charter Holdings did not make scheduled payments of interest due on January 15, 2009 on certain of their outstanding senior notes. Each of the governing indentures for the Overdue Payment Notes permits a 30-day grace period for the interest payments through, and including, February 15, 2009. On February 11, 2009, Charter reached an agreement in principle with holders of certain of its subsidiaries' senior notes holding approximately $4.1 billion in aggregate principal amount of notes issued by CCH I, LLC and CCH II, LLC. The Restructuring Agreements required the Company and its subsidiaries to file for bankruptcy to implement a restructuring pursuant to a joint plan of reorganization aimed at improving the Company's capital structure. Also on February 11, Charter and certain of its subsidiaries entered into an Escrow Agreement with members of an ad-hoc committee of holders of the Overdue Payment Notes and Wells Fargo Bank, National Association, as Escrow Agent. On February 13, Charter paid the full amount of the January Interest Payment to the Paying Agent for the Ad-Hoc Holders on the Overdue Payment Notes, which constitute payment under the Indentures. As required under the Indentures, Charter set a special record date for payment of such interest payments of February 28, 2009. Under the Escrow Agreement, the Ad-Hoc Holders agreed to deposit into an escrow account the amounts they receive in respect of the January Interest Payment and the Escrow Agent will hold such amounts subject to the terms of the Escrow Agreement. Under the Escrow Agreement, if the transactions contemplated by Charter's restructuring agreements are consummated on or before December 15, 2009, or such transactions are not consummated on or before December 15, 2009, due to material breach of the Restructuring Agreements by Charter or its direct or indirect subsidiaries, then the Ad-Hoc Holders will be entitled to receive their pro-rata share of the Escrow Amount. If the transactions contemplated by the Restructuring Agreements are not consummated on or prior to December 15, 2009, for any reason other than material breach of the Restructuring Agreements by Charter or its direct or indirect subsidiaries, then Charter, Charter Holdings, CIH or their designee shall be entitled to receive the Escrow Amount. CCH II LLC did not make a scheduled payment of interest March 16, 2009, on certain of its outstanding senior notes. The governing indenture for the notes permits a 30-day grace period for the interest payments. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. A full-text copy of Charter's Annual Report is available at no charge at http://researcharchives.com/t/s?3ade As of December 31, 2008, Charter had $13.8 billion in total assets; $1.4 billion in total current liabilities, $21.5 billion in total long-term debt; and $10.5 billion in stockholders' deficit. The Company posted a $2.4 billion net loss for year 2008 on revenues of $6.4 billion. CHARTER COMMUNICATIONS: Names Ex-Calpine & HealthSouth EVP as CRO ----------------------------------------------------------------- Charter Communications Inc., on March 25, 2009, appointed Gregory L. Doody as its Chief Restructuring Officer and Senior Counsel in connection with the Company's bankruptcy filing. Mr. Doody will serve as CRO until the earlier of (i) the date that the parties' employment agreement is terminated by either party and (ii) the effective date of the Company's Chapter 11 plan of reorganization. Mr. Doody, 44, served as Executive Vice President, General Counsel and Secretary of Calpine Corporation from July 2006 through August 2008. Prior to joining Calpine Corporation, Mr. Doody held various positions, including Executive Vice President, General Counsel and Secretary at HealthSouth Corporation from July 2003. Mr. Doody's services as CRO are provided to the Company pursuant to an Employment Agreement, dated March 25, 2009. The Company agreed to pay Mr. Doody a base salary at a monthly rate of not less than $60,000 to evaluate and implement strategic and tactical options through the process of restructuring the Company's balance sheet, among other duties. The Employment Agreement also provides for an emergence bonus of $1,500,000 reduced by (y) the sum of (i) the aggregate amount of Base Salary paid to Mr. Doody during his term of employment, (ii) the aggregate amount of "Monthly Fees" paid to Dumaine Advisors LLC pursuant to the Consulting Agreement dated January 16, 2009 by and between the Company and Dumaine, and (iii) the $75,000 retainer paid by the Company to Dumaine pursuant to the Consulting Agreement. Notwithstanding, the Company's Chief Executive Officer may, in his sole and absolute discretion, reduce the Emergence Bonus to any amount, including zero dollars, at any point prior to the date of emergence from bankruptcy, provided that Mr. Doody is not required to repay the Base Salary, and Dumaine is not required to repay any Monthly Fees or the Retainer, previously received. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. A full-text copy of Charter's Annual Report is available at no charge at: http://researcharchives.com/t/s?3ade As of December 31, 2008, Charter had $13.8 billion in total assets; $1.4 billion in total current liabilities, $21.5 billion in total long-term debt; and $10.5 billion in stockholders' deficit. The Company posted a $2.4 billion net loss for year 2008 on revenues of $6.4 billion. CHARTER COMMUNICATIONS: Seeks to Honor Obligations to Employees --------------------------------------------------------------- In conjunction with its bankruptcy filing, Charter Communications Inc. filed a variety of customary motions to continue to support its employees, customers and vendors during the financial restructuring process. The Company has filed motions seeking permission to continue employee wage and benefits programs to its roughly 16,500 employees, and honor current customer programs without interruption, and to pay trade creditor balances and fees to Local Franchise Authorities incurred before and after the filing in full and in the normal course. Charter adopted on March 12, 2009, the Charter Communications, Inc. Value Creation Plan, which replaces the Restructuring Value Plan previously adopted by the Company. The Plan is comprised of two components: 1) the Restructuring Value Program, and 2) the Cash Incentive Program. The RVP provides incentives to encourage and reward participants for a successful restructuring of the Company. Participants who continue to be employed by the Company or its subsidiaries until payment of RVP awards earn payments under the RVP upon either (i) the Company's emergence from its Chapter 11 restructuring proceeding or (ii), if the Company's restructuring plan is a Joint Plan, when the Commitment Fees under the Joint Plan are first payable. Participants also earn their RVP payments upon an earlier of (i) their termination of employment due to death or disability, or their termination on or after the Company's emergence from the Proceeding by the Company for a reason other than "cause," or voluntarily due to a "good reason" or (ii) a "change in control" of the Company if they are then employed by the Company or its subsidiaries. The target RVP awards for the Company's named executive officers as of March 12 -- which are subject to change in accordance with the terms of the Plan -- are: N. Smit -- $6 million; M. Lovett -- $2.38 million; E. Schmitz -- $765,000; and G. Raclin -- $765,000. The CIP provides annual incentives for participants to achieve specified individual performance goals during each of the three years following the Company's emergence from the Proceeding. Performance goals will be established for each of the first three years following the Company's emergence from the Proceeding. Participants will earn all or a portion of their target bonus based on the degree to which these goals are achieved in a particular year. Amounts that are not earned in a particular year may be earned in a subsequent year if the performance goals applicable to that subsequent year are achieved. Participants also earn the CIP payments upon an earlier of, or due to (i) a termination of their employment on or after the Company's emergence from the Proceeding due to death, disability, by the Company for a reason other than "cause," or voluntarily due to a "good reason" and (ii) a "change in control" of the Company if they are then employed by the Company. The annual target awards for the Company's named executive officers as of March 12 -- which are subject to change in accordance with the terms of the Plan -- are: N. Smit -- $2.5 million; M. Lovett -- $910,000; E. Schmitz -- $664,000; and G. Raclin -- $597,000. About Charter Communications Based in St. Louis, Missouri, Charter Communications, Inc. (NASDAQ: CHTR) -- http://www.charter.com/-- is a broadband communications company and the fourth-largest cable operator in the United States. Charter provides a full range of advanced broadband services, including advanced Charter Digital Cable(R) video entertainment programming, Charter High-Speed(R) Internet access, and Charter Telephone(R). Charter Business(TM) similarly provides scalable, tailored, and cost-effective broadband communications solutions to business organizations, such as business-to-business Internet access, data networking, video and music entertainment services, and business telephone. Charter's advertising sales and production services are sold under the Charter Media(R) brand. On March 16, 2009, Charter filed its Annual Report on Form 10-K with the Securities and Exchange Commission, which contained a going concern modification to the audit opinion from its independent registered public accounting firm. A full-text copy of Charter's Annual Report is available at no charge at: http://researcharchives.com/t/s?3ade As of December 31, 2008, Charter had $13.8 billion in total assets; $1.4 billion in total current liabilities, $21.5 billion in total long-term debt; and $10.5 billion in stockholders' deficit. The Company posted a $2.4 billion net loss for year 2008 on revenues of $6.4 billion. CHEMTURA CORP: U.S. Trustee Appoints 9-Member Creditors' Panel -------------------------------------------------------------- Diana G. Adams, the U.S. Trustee for Region 2, appoints nine parties-in-interest as members to the Official Committee of Unsecured Creditors in the Chapter 11 cases of Chemtura Corporation and its 26 debtor affiliates: (1) U.S. Bank National Association Indenture Trustee 60 Livingston Avenue St. Paul, MN 55107 Attn: Cindy Woodward Vice President Tel No. (651) 495-3907 Fax No. (651) 495-8100 (2) The Bank of New York Mellon Trust Company Indenture Trustee 6525 West Campus Oval Road Suite 200 New Albany, Ohio 43054 Attn: Donna J. Parisi Vice President Tel No. (614) 775-5279 Fax No. (614) 775-5636 (3) Pension Benefit Guaranty Corporation 1200 K Street NW Washington, DC 20005-4026 Attn: Suzanne Kelly Financial Analyst Tel No. (202) 326-4070 x6367 Fax No. (202) 842-2643 (4) Manufacturers & Traders Trust Co. 25 South Charles Street, 16th Floor Baltimore, MD 21201 Attn: Vincent J. Marriott, III Counsel Tel. No. (410) 244-4238 Fax No. (410) 244-4236 (5) Riversource Investments, LLC 216 Ameriprise Financial Center Minneapolis, MN 55474 Attn: Mark Van Holland Vice President Tel No. (612) 678-1716 Fax No. (612) 547-2694 (6) Federated Investment Management Company Federated Investors Tower 1001 Liberty Avenue Pittsburgh, PA 15222-3779 Attn: B. Anthony Delserone Jr. Vice President Tel No. (412) 288-8659 Fax No. (412) 288-6737 (7) Occidental Chemical Corporation 5005 LBJ Freeway Dallas, Texas 75244-6119 Atnn: Gary D. Lee, Jr. Manager Credit Services Tel No. (972) 404-3627 Fax No. (972) 404-3551 (8) Entergy Arkansas, Inc. 639 Loyola Avenue, 26th Floor New Orleans, LA 70113 Attn: Alan H. Katz General Counsel Tel No. (504) 576-2240 Fax No. (281) 297-5342 (9) WS Packaging, Inc. 2571 S. Hemlock Road Green Bay, WI 54229 Attn: Brenda Bomber Corporate Credit Manager Tel No. (920) 866-6363 Fax No. (920) 866-6482 About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: To Guarantee European Units Under Receivables Pact ----------------------------------------------------------------- Chemtura Corporation Chief Financial Officer Stephen Forsyth relates that certain of the Debtors' European subsidiaries participate in a program to sell certain of their eligible accounts receivable, otherwise referred to as the European Accounts Receivable Facility. The European Subsidiaries sell their accounts receivables to Intesa Mediofactoring SpA in exchange for an amount equal to the face value of the receivables. This arrangement permits the European Subsidiaries to receive advance payment on account of the sold receivables that have not been collected. However, the decline in the Debtors' financial performance constrained their ability to access liquidity under the European AR Facility. Intesa Mediofactoring imposed restrictions in the European Subsidiaries' ability to sell accounts under the European AR Facility, according to Mr. Forsyth. Thus, to address Intesa Mediofactoring's concerns, the parties entered into negotiations. By February 2009, Intesa proposed to restore the AR Facility with certain adjustments. Among others, the maximum value of accounts receivable available to be sold under the AR Facility was reduced to EUR70 million and Chemtura Corporation was required to guarantee the obligations of the European Subsidiaries. At present, to preserve the value of their global operations, the U.S. Bankruptcy Court for the Southern District of New York issued an interim order permitting the Debtors to enter into an agreement with Intesa pursuant to which Chemtura Corp. will guarantee the obligations of the European Subsidiaries under the AR Facility on a postpetition basis. The salient terms of the Postpetition AR Guarantee Agreement are: (a) Chemtura Corp. will not dispose of its direct or indirect part of all of its ownership interest in the European Subsidiaries without having first advised Intesa in writing; (b) Chemtura Corp. will continue to provide financing and managerial support to the European Subsidiaries to allow them to meet obligations under the European AR Agreement; and (c) Chemtura Corp. will unconditionally reimburse Intesa, up to a total of EUR70 million on written demand, any and all amounts owed for any reason to Intesa by the European Subsidiaries pursuant to the terms of the European AR Agreement. The parties agree that should Intesa file an action against Chemtura with respect to its obligations under the Prepetition AR Guarantee, it will submit to the jurisdiction of a court in Milan, Italy, and be governed by the laws of Italy. The success of the Debtors' restructuring efforts is closely tied to the fate of the European Subsidiaries and other subsidiaries outside the U.S., Mr. Forsyth maintains. He discloses that of the Debtors' $3.5 billion in net sales in 2008, about 32% came from customers in Europe and Africa. Final hearing is set for April 13, 2009. Objections are due April 6. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Files 13-Week Cash Flow Forecast ----------------------------------------------- Chemtura Corp. filed with the U.S. Bankruptcy Court for the Southern District of New York a 13-week cash flow forecast for the period from March 20, 2009 to June 12, 2009. This is in line with the Debtors' request for the entry of a final order authorizing them to borrow up to $140,000,000 in postpetition financing. A copy of the 13-week cash flow forecast ending June 12, 2009 is available for free at: http://bankrupt.com/misc/chemtura_cashflowforecast.pdf Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Seeks Approval of Alvarez & Marsal Engagement ------------------------------------------------------------ Chemtura Corp. and its affiliates seek authority from the U.S. Bankruptcy Court for the Southern District of New York to employ Alvarez & Marsal North America, LLC, and its subsidiaries, agents, independent contractors and employees as crisis managers, nunc pro tunc to the Petition Date. The Debtors also seek Court authority to appoint Ray Dombrowski, a managing director of A&M, as their chief restructuring officer nunc pro tunc to the Petition Date. Before the Petition Date, the Debtors engaged A&M as their restructuring consultant to assist them with certain financial issues. The Debtors further relate that the agent for the proposed DIP lenders require them to employ the services of a restructuring advisory firm and a chief restructuring officer as a condition to the postpetition financing commitment. Accordingly, on the Petition Date, the Debtors and A&M entered into a second engagement letter, a copy of which is available for free at: http://bankrupt.com/misc/chemtura_2ndEnggmtnLtr_Alvarez.pdf Pursuant to the Second Engagement Letter, Mr. Dombrowski will serve as the Debtors' CRO after the Petition Date. A&M will also provide other A&M employees to support Mr. Dombrowski and the Debtors' management team in their restructuring efforts during these Chapter 11 cases. The Second Engagement Letter also provides that the CRO, together with any Additional Personnel: (a) in cooperation with the Debtors' chief executive officer and chief financial officer, will perform a financial review of the Debtors, including a review and assessment of financial information that has been, and that will be, provided by the Debtors to their creditors, including its short and long-term projected cash flows; (b) will assist in identifying cost reduction and operations improvement opportunities, develop and report on cash management activities and compliance with the covenants under the DIP Financing; (c) will assist the CEO in developing for the Board's review possible restructuring plans or strategic alternatives for maximizing the enterprise value of the Debtors' various business lines, including assisting with any asset sales; (d) will serve as the principal contact with the Debtors' creditors regarding the Debtors' financial and operational matters, and will act as contact for the Debtors and Prepetition lenders, as well as the unsecured creditors committee and any other statutory or ad hoc committee that may be formed; (e) will assist in developing and preparing a Chapter 11 plan of reorganization, will assist in preparing schedules of assets and liabilities and statements of financial affairs, and will assist in the claims management process; and (f) will perform other services as requested or directed by the Board and CEO and agreed to by that officer. The Debtors will pay the CRO a $150,000 monthly fee for his services. They will also pay for the services of the A&M professionals according to this hourly rate: Professional Hourly Rate ------------ ------------ Managing Directors $700 to $800 Directors $500 to $700 Associates $350 to $500 Analysts $250 to $350 The Debtors also propose to entitle A&M to a $3,000,000 incentive compensation payable on the earlier of: (i) the consummation of a chapter 11 reorganization plan, or (ii) the sale, transfer or other disposition of all or a substantial portion of the assets or equity of the Debtors in one or more transactions. The Debtors will also reimburse A&M for reasonable out-of-pocket expenses incurred in connection with the firm's representation of the Debtors. They will also reimburse A&M and its counsel for fees and expenses incurred in negotiating and preparing the Second Engagement Letter. A&M will not take a retainer except as to any amounts remaining after crediting time against the $300,000 retainer under its First Engagement Letter with the Debtors. Moreover, the Debtors will indemnify and hold harmless A&M, its affiliates and their respective shareholders, members, managers, employees, agents, representatives, and subcontractors under certain circumstances, pursuant to an Indemnification Agreement, a full-text copy of which is available for free at: http://bankrupt.com/misc/chemtura_indemnification.pdf Before the Petition Date, the Debtors have paid A&M about $246,000. As of the Petition Date, the Debtors do not owe the firm any prepetition amounts. Because A&M is not being employed as a professional under Section 327 of the Bankruptcy Code, it will not be submitting quarterly fee applications pursuant to Sections 330 and 331 of the Bankruptcy Code, the Debtors inform the Court. A&M, however, will submit quarterly reports of compensation paid. The parties agree to resolve their disputes based on a set of uniform procedures, a full-text copy of which is available for free at http://bankrupt.com/misc/chemtura_disputeresoltnpcdrs.pdf Ray Dombrowski, in an affidavit filed in Court, disclosed these information: 1. The father-in-law of one of the junior members of the Additional Personnel owns a business whom the Debtors owe about $57,000. Out of an abundance of caution, A&M will institute procedures to screen this member of the Additional Personnel from any matters that could create a possible conflict of interest. 2. A&M has provided and could reasonably be expected to provide services unrelated to the Debtors' cases for certain entities that are potential parties-in-interest to the Debtors. Mr. Dombrowski nevertheless maintains that A&M is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHEMTURA CORP: Seeks to Employ Lazard as Investment Banker ---------------------------------------------------------- Chemtura Corp. and its affiliates ask the U.S. Bankruptcy Court for the Southern District of New York for permission to employ Lazard Freres & Co. LLC as their investment banker, nunc pro tunc to the Petition Date, pursuant to the terms of an engagement letter dated February 15, 2009. As investment banker, Lazard will assist the Debtors in evaluating strategic alternatives and will render investment banking services in connection with the Debtors' ongoing restructuring efforts. Specifically, Lazard will: (a) review and analyze the Debtors' business, operations and financial projections; (b) evaluate the Debtors' potential debt capacity in light of its projected cash flows; (c) assist in determining a capital structure for the Debtors; (d) assist in determining a range of values for the Debtors on a going concern basis; (e) advise the Debtors on tactics and strategies for negotiating with the stakeholders; (f) render financial advice to the Debtors and participate in meetings or negotiations with stakeholders and rating agencies or other appropriate parties in connection with the restructuring; (g) advise the Debtors on the timing, nature and terms of new securities, other consideration or other inducements to be offered pursuant to the restructuring; (h) advise and assist the Debtors in evaluating potential financing transactions by the Debtors; (i) assist the Debtors in preparing documentation within Lazard's area of expertise that is required in connection with the restructuring; (j) attend meetings of the Debtors' Board of Directors and its committees with respect to matters on which Lazard has been engaged to advise the Debtors; (k) provide testimony, as necessary, with respect to matters in which Lazard has been engaged to advise the Debtors in any proceeding before the Court; and (l) provide the Debtors with other financial restructuring advice. The Debtors propose to entitle Lazard to monthly fees, restructuring fee and financing fees: 1. A monthly fee of $250,000 will be payable to Lazard on the first day of each month until the earlier of the consummation of the Debtors' Restructuring or the termination of Lazard's engagement. One-half of each Monthly Fee paid relating to any month after August of 2009 will be credited against the Restructuring Fee. Lazard will also be entitled to a minimum of $1,000,000 in monthly fees without regard to the outcome of any restructuring or any termination by the Debtors. 2. A fee of $7,000,000 will be payable to Lazard upon consummation of any Restructuring of the Debtors in their bankruptcy proceedings. 3. A fee equal to the amount set forth in the Engagement Letter will be payable to Lazard upon consummation of any financing. One-half of any Financing Fee paid will be credited against any Restructuring Fee subsequently payable. More than one Financing Fee may be payable. The Debtors disclose that the fee structure has been agreed upon by the parties in anticipation that a substantial commitment of professional time and effort will be required of Lazard and its professionals. Regardless of whether any transaction occurs, the Debtors will reimburse Lazard for all reasonable expenses the firm incurred and will incur in connection with its engagement. A full-text copy of the Lazard engagement letter is available for free at: http://bankrupt.com/misc/chemtura_enggmntletterLazard.pdf The Debtors have agreed to indemnify, hold harmless and defend Lazard and its affiliates and their officers and members. Prior to the Petition Date, the Debtors paid Lazard $1,500,000. As of the Petition Date, the Debtors aver that they do not owe any prepetition amounts to Lazard. Daniel M. Aronson, a managing director of Lazard Freres & Co. LLC, in New York, maintains that his firm is a disinterested person as that term is defined under Section 101(14) of the Bankruptcy Code, as required by section 327(a) of the Bankruptcy Code. About Chemtura Corp. Based in Middlebury, Connecticut, Chemtura Corporation (CEM) -- http://www.chemtura.com/-- with 2008 sales of $3.5 billion, is a global manufacturer and marketer of specialty chemicals, crop protection products, and pool, spa and home care products. Chemtura Corporation and 26 of its U.S. affiliates filed voluntary petitions for relief under Chapter 11 on March 18, 2009 (Bankr. S.D. N.Y. Case No. 09-11233). M. Natasha Labovitz, Esq., at Kirkland & Ellis LLP, in New York, serves as bankruptcy counsel. Wolfblock LLP serves as the Debtors' special counsel. The Debtors' auditors and accountant are KPMG LLP; their investment bankers are Lazard Freres & Co.; their strategic communications advisors are Joele Frank, Wilkinson Brimmer Katcher; their business advisors are Alvarez & Marsal LLC and Ray Dombrowski serves as their chief restructuring officer; and their claims and noticing agent is Kurtzman Carson Consultants LLC. As of December 31, 2008, the Debtors had total assets of $3.06 billion and total debts of $1.02 billion. CHESTER COUNTY: S&P Raises Underlying Bond Rating to 'BB+' ---------------------------------------------------------- Standard & Poor's Ratings Services has raised its underlying rating on Chester County Industrial Development Authority, Pennsylvania's revenue bonds, issued for the Collegium Charter School, to 'BB+' from 'B' given the school's improved enrollment levels, which, in Standard & Poor's opinion, have led to a significantly improved financial position. The outlook is stable. Other positive credit factors include debt service coverage of 1.9x actual debt service and maximum annual debt service in fiscal 2008; evidence of a successful marketing plan that has helped boost enrollment levels; successful completion of the new school facility and relocation to the new site, which seems to have had little, if any, impact on enrollment; and a recent charter renewal for five years. Offsetting factors include potential to issue additional debt of up to $25 million later this year; adequate liquidity, with 22 days' cash on hand at year-end 2008, although this is an improvement from previous years; the potential for competition from new charter schools; and the inherent risk associated with a charter school, including the risk of nonrenewal or revocation of the charter, along with the need for sustained demand for the facility. "We expect that enrollment will stay at current levels and will therefore generate sufficient revenues to pay debt service," said Standard & Poor's credit analyst Jane Hudson Ridley. "We also expect that the improved financial position will allow Collegium to maintain financial balance and continue rebuilding reserves to allow for an adequate financial cushion," she added. Securing the bonds is a loan agreement between the authority and the charter school, in which the school is obligated to make loan payments to the trustee. There is also a debt service reserve fund funded at the standard three-prong test. Collegium Charter School is located west of Philadelphia in Chester County and opened in 1999 with an enrollment of 147 in grades K-6. Since then, enrollment has grown overall, totaling 1,281 for grades K-12 in the 2008-2009 school year. Approximately $16 million of debt is affected. CHRYSLER LLC: Gov't Unlikely to Oust CEO Rober Nardelli ------------------------------------------------------- Jeff Bennett at Dow Jones Newswires reports that the government is not likely to kick Chrysler LLC CEO Robert Nardelli out of the Company. Dow Jones relates that, after a first attempt to seek federal aid failed, Mr. Nardelli quickly responded to lawmaker questions and explained that Chrysler was willing to merge with Fiat SpA to survive. Dow Jones states that since then Mr. Nardelli has kept himself in the public spotlight by appearing on television shows explaining the problems the auto industry is facing and how Chrysler would respond. Mr. Nardelli, according to Dow Jones, has also sent notes to workers detailing how it would accomplish its restructuring steps and the progress of the Fiat negotiations. Those talks are still ongoing, states the report. As reported in today's Troubled Company Reporter, the Obama administration has asked Mr. Nardelli's counterpart at General Motors, CEO Rick Wagoner, to step down in exchange for more bailout funds to GM. Fiat May Accept New Conditions on Chrysler Merger Dow Jones states that Fiat CEO Sergio Marchionne implied on Friday that he may be open to accept new conditions on a merger deal with Chrysler if they were to be set by the U.S. Treasury, whose task force has indicated that the two firms may need to make adjustments to their deal. Dow Jones quoted Mr. Marchionne as saying, "If the deal does get approved, it will be in terms more reflective of the wishes of the U.S. Treasury." According to Dow Jones, Chrysler said in its viability plans submitted to the Treasury that Fiat would get a 35% stake in the Company in exchange for Fiat's engine and transmission technology that would improve Chrysler's fleet emissions and small, sporty models that Chrysler doesn't have. Gov't May Demand Deeper Concessions Citing a person familiar with the matter, Peter Lattman at WSJ relates that the Obama administration is likely to demand deeper concessions from Chrysler and GM in exchange for additional federal loans. The source said that the concessions could go beyond the requirements that the government imposed when it agreed to loan the firms money last year, according to WSJ. The current business model for the U.S. auto industry was unsustainable and various industry stakeholders -- suppliers, unions, creditors, dealers -- would need to make concessions, WSJ states, citing President Obama. WSJ notes that Chrysler and GM must submit restructuring plans to the government by Tuesday, but the firms are unlikely to have everything done by then. The report states that the companies haven't yet reached deals with the union on the trust funding or concessions from their debtholders. The report says that the government can recall its loans to GM and Chrysler if they fail to sign deals for debt restructuring and other concessions from stakeholders and the union by Tuesday. According to WSJ, Chrysler and GM could get short-term loans and an extension of time to reach agreements with debtholders and the union. WSJ states that the loans would come with tight deadlines. About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. Liquidity Crunch Chrysler has been trying to keep itself afloat. As reported by the Troubled Company Reporter on March 20, 2009, its Chief Financial Officer Ron Kolka, has said even if Chrysler gets additional government loans, it could face another cash shortage in July when revenue dries up as the company shuts down its factories for two weeks to change from one model year to the next. The Company's CFO has said Chrysler planned for the $4 billion federal government bailout it received Jan. 2 to last through March 31. The Company is talking with the Obama administration's autos task force about getting another $5 billion, and faces a March 31 deadline to complete its plan to show how it can become viable and repay the loans. General Motors Corp. and Chrysler admitted in their viability plans submitted to the U.S. Treasury on February 17 that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 A copy of GM's viability plan is available at: http://researcharchives.com/t/s?39a4 * * * As reported in the Troubled Company Reporter on Dec. 3, 2008, Dominion Bond Rating Service downgraded the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. As reported in the Troubled Company Reporter on Aug. 11, 2008, Standard & Poor's Ratings Services lowered its ratings on Chrysler LLC, including the corporate credit rating, to 'CCC+' from 'B-'. On July 31, 2008, TCR said that Fitch Ratings downgraded the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'. The Rating Outlook is Negative. The downgrade reflects Chrysler's restricted access to economic retail financing for its vehicles, which is expected to result in a further step-down in retail volumes. Lack of competitive financing is also expected to result in more costly subvention payments and other forms of sales incentives. Fitch is also concerned with the state of the securitization market and the ability of the automakers to access this market on an economic basis over the near term, given the steep drop in residual values, higher default rates, higher loss severity being experienced and jittery capital market. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. CHRYSLER LLC: Gov't to Reveal Terms of Additional Loans by Tuesday ------------------------------------------------------------------ David Kiley posted at a BusinessWeek blog on March 26 that President Barack Obama said that he will be revealing by Tuesday how much more financial support the U.S. government will extend to automakers, chiefly General Motors, Chrysler LLC, and the auto supplier industry. According to Mr. Kiley, President Obama said in an online town- hall meeting that he will disclose plans to possibly keep Chrysler and GM from going into bankruptcy. Mr. Kiley quoted President Obama as saying, "What we're expecting is that the automakers are going to be working with us to restructure. We will provide them some help." Additional government aid for the automakers isn't "popular", Mr. Kiley states, citing President Obama. Mr. Kiley quoted the president as saying, "If they're not willing to make the changes and the restructurings that are necessary, then I'm not willing to have taxpayer money chase after bad money." About Chrysler LLC Headquartered in Auburn Hills, Michigan, Chrysler LLC -- http://www.chrysler.com/-- a unit of Cerberus Capital Management LP, produces Chrysler, Jeep(R), Dodge and Mopar(R) brand vehicles and products. The company has dealers worldwide, including Canada, Mexico, U.S., Germany, France, U.K., Argentina, Brazil, Venezuela, China, Japan and Australia. Liquidity Crunch Chrysler has been trying to keep itself afloat. As reported by the Troubled Company Reporter on March 20, 2009, its Chief Financial Officer Ron Kolka, has said even if Chrysler gets additional government loans, it could face another cash shortage in July when revenue dries up as the company shuts down its factories for two weeks to change from one model year to the next. The Company's CFO has said Chrysler planned for the $4 billion federal government bailout it received Jan. 2 to last through March 31. The Company is talking with the Obama administration's autos task force about getting another $5 billion, and faces a March 31 deadline to complete its plan to show how it can become viable and repay the loans. General Motors Corp. and Chrysler admitted in their viability plans submitted to the U.S. Treasury on February 17 that they considered bankruptcy scenarios, but ruled out the idea, citing that a Chapter 11 filing would result to plummeting sales, more loans required from the U.S. government, and the collapse of dealers and suppliers. A copy of the Chrysler viability plan is available at: http://ResearchArchives.com/t/s?39a3 A copy of GM's viability plan is available at: http://researcharchives.com/t/s?39a4 * * * As reported in the Troubled Company Reporter on Dec. 3, 2008, Dominion Bond Rating Service downgraded the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. As reported in the Troubled Company Reporter on Aug. 11, 2008, Standard & Poor's Ratings Services lowered its ratings on Chrysler LLC, including the corporate credit rating, to 'CCC+' from 'B-'. On July 31, 2008, TCR said that Fitch Ratings downgraded the Issuer Default Rating of Chrysler LLC to 'CCC' from 'B-'. The Rating Outlook is Negative. The downgrade reflects Chrysler's restricted access to economic retail financing for its vehicles, which is expected to result in a further step-down in retail volumes. Lack of competitive financing is also expected to result in more costly subvention payments and other forms of sales incentives. Fitch is also concerned with the state of the securitization market and the ability of the automakers to access this market on an economic basis over the near term, given the steep drop in residual values, higher default rates, higher loss severity being experienced and jittery capital market. As reported in the TCR on Dec. 3, 2008, Dominion Bond Rating Service downgraded on Nov. 20, 2008, the ratings of Chrysler LLC, including Chrysler's Issuer Rating to CC from CCC (high). Chrysler's First Lien Secured Credit Facility and Second Lien Secured Credit Facility have also been downgraded to CCC and CC (low) respectively. All trends are Negative. The ratings action reflects Chrysler's challenge to maintain sufficient liquidity balances amid severe industry conditions that have deteriorated alarmingly over the past few months and are not expected to improve in the near term. With this ratings action, Chrysler is removed from Under Review with Negative Implications, where it was placed on Nov. 7, 2008. CIRCUIT CITY: U.S. Court Approves Sale of InterTAN to Bell Canada ----------------------------------------------------------------- The United States Bankruptcy Court for the Eastern District of Virginia entered on its docket on March 20, 2009, an order granting approval of the sale of Circuit City Stores, Inc.'s Canadian operations to Bell Canada. InterTAN Canada Ltd., a subsidiary of Circuit City, controls the operations and operates more than 750 The Source stores across Canada. The sale was approved by the Ontario Superior Court of Justice on March 10, 2009. In the motion filed before the U.S. Bankruptcy Court, Circuit City Stores, InterTAN, Circuit City Stores West Coast, Inc., and Ventoux International, Inc., asked the Court, pursuant to Sections 105 and 363 of the Bankruptcy Code, to: (a) approve the sale or licensing, as applicable, of certain trademarks and licensed trademarks by West Coast, and shares in Circuit City Global Sourcing Limited by Ventoux to purchaser 4458729 Canada Inc. free and clear of all interests, through an Asset Purchase Agreement, dated February 23, 2009, among InterTAN Canada Ltd., West Coast, Ventoux, the Purchaser and Bell Canada. The Purchaser is a direct, wholly-owned subsidiary of Bell Canada; (b) approve InterTAN's authorization for InterTAN Canada Ltd. to sell substantially all of its assets to the Purchaser; (c) authorize Circuit City, West Coast and Ventoux to enter into an Intercompany Agreement, dated February 23, 2009, with InterTAN Canada; (d) authorize West Coast to enter into the Settlement and Coexistence Agreement, dated February 20, 2009, among Foto Source Canada, Inc., InterTAN Canada and West Coast. The Purchase Agreement contains confidential information. Copies of the agreement have been provided only to the Court, the Office of the U.S. Trustee, the Official Committee of Unsecured Creditors, and certain other parties. A full-text copy of the list of Trademarks and Licensed Trademarks, the Intercompany Agreement, InterTAN resolution, and the Foto Source Settlement Agreement is available for free at: http://bankrupt.com/misc/CC_Trademarks_&_Agreements.pdf InterTAN's equity interest in InterTAN Canada, the Trademarks and the CCGS Shares represent valuable assets of the Debtors' and InterTAN's bankruptcy estates. Accordingly, the Debtors, together with InterTAN Canada, have been extensively marketing the US Assets to interested parties. As a result, they believe that the Sale by West Coast and Ventoux of the US Assets and InterTAN's authorization of InterTAN Canada's sale of the InterTAN Canada Assets could bring significant recovery for the their estates and creditors, and that the Purchase Agreement represents the highest and best offer for the Purchased Assets. The Debtors and InterTAN believe that (i) the allocation of the purchase price under the Purchase Agreement represents a fair and reasonable allocation, (ii) the Foto Source Settlement Agreement represents a fair and reasonable compromise of the dispute with Foto Source, and (iii) both are in the best interest of the Debtors, InterTAN, and their estates and creditors. The Purchase Agreement The InterTAN Canada assets are comprised of substantially all of InterTAN Canada's undertaking, property, assets, interests and rights of any kind other than certain excluded assets, which includes certain cash, insurance policies, refundable taxes, minute books and tax records, and accounts receivable from Circuit City. The Trademarks are comprised of certain trademarks and other intellectual property used in the day-to-day operations of InterTAN Canada, including "The Source" and "The Source by Circuit City", which is the name under which InterTAN Canada trades. The CCGS Shares comprise all of the issued and outstanding shares in CCGS, through which InterTAN Canada sources private label products from factories in Asia and utilizes CCGS's offices in Hong Kong, Shenzhen, China, and Taipei, Taiwan, for sourcing, merchandising and quality control. The Purchaser has provided a deposit of C$15,000,000, deposited with Alvarez & Marsal Canada ULC, as escrow agent. Alvarez & Marsal, the monitor in the proceedings under the Companies' Creditors Arrangement Act commenced by InterTAN Canada and Tourmalet Corporation, has received the Deposit in trust to be held pending the closing of the transaction pursuant to an escrow agreement it executed with InterTAN Canada and the Purchaser. Bell Canada has guaranteed the performance by the Purchaser of its obligations. The closing of the sale transaction would occur (i) on the date that is the later of June 30, 2009, and the date that is two business days after the day on which all of the closing conditions set forth in the Purchase Agreement have been satisfied, or (ii) other date as may be agreed by the parties. The outside date for the Closing is July 31, 2009, subject to extension to September 30 in accordance with the terms of the Purchase Agreement. InterTAN Canada and the Sellers have agreed that they will immediately cease any existing discussions with persons other than the Purchaser with respect to a purchase, sale, license or transfer of the Purchased Assets, other than the sale of inventory in the ordinary course of business. Under the Purchase Agreement, the Purchaser would, among other things, (i) assume the written employment agreements for InterTAN Canada's "Executive Employees," (ii) offer employment to all of InterTAN Canada's "Non-Executive Employees," and (iii) assume the collective agreement applicable to InterTAN Canada's unionized workers at its Barrie warehouse. Circuit City acquired InterTAN in May 2004. InterTAN is the subject of a court-monitored sales process following the Company's entry into creditor protection in Canada in November 2008. The sale is being managed by Rothschild and is expected to close in the third calendar quarter of 2009. Amendment to Bylaws Earlier this month, Circuit City adopted an amendment to its bylaws. The amendment revised the Bylaws to decrease the size of the Company's Board of Directors from 13 to five directors. On March 11, 2009, Carolyn H. Byrd, James F. Hardymon, Lyle G. Heidemann, J. Patrick Spainhour, Ronald L. Turner, Elliott Wahle and Carolyn Y. Woo resigned as directors of the Company effective as of that date. There was no disagreement between any of the individuals and the Company on any matter relating to the Company's operations, policies or practices. The Company also has provided notice to each of its employees that it is anticipated that each employee's employment with the Company will terminate on March 21, 2009 or a date within 14 days thereafter that the Company may subsequently provide. The employees that received this notice included: * James A. Marcum, Vice Chairman, Acting President and Chief Executive Officer and a director of the Company; * John T. Harlow, Executive Vice President and Chief Operating Officer; * Reginald D. Hedgebeth, Senior Vice President, General Counsel and Secretary; * Eric A. Jonas, Jr., Senior Vice President -- Human Resources; and * Michelle O. Mosier, Vice President and Controller and the Company's principal financial officer and principal accounting officer. The Company's employment of Messrs. Harlow, Hedgebeth and Jonas terminated March 21, 2009. The Company has continued to employ Mr. Marcum and Ms. Mosier for an undetermined period of time to manage the process to liquidate the assets of the Company and its subsidiaries as part of the Chapter 11 proceedings. About Circuit City Stores Headquartered in Richmond, Virginia, Circuit City Stores Inc. (NYSE: CC) -- http://www.circuitcity.com/-- is a specialty retailer of consumer electronics, home office products, entertainment software and related services. The company has two segments -- domestic and international. Circuit City Stores, Inc. (NYSE: CC) together with 17 affiliates filed a voluntary petition for reorganization relief under Chapter 11 of the Bankruptcy Code on November 10 (Bankr. E.D. Va. Lead Case No. 08-35653). InterTAN Canada, Ltd., which runs Circuit City's Canadian operations, also sought protection under the Companies' Creditors Arrangement Act in Canada. Gregg M. Galardi, Esq., and Ian S. Fredericks, Esq., at Skadden, Arps, Slate, Meagher & Flom, LLP, are the Debtors' general restructuring counsel. Dion W. Hayes, Esq., and Douglas M. Foley, Esq., at McGuireWoods LLP, are the Debtors' local counsel. The Debtors also tapped Kirkland & Ellis LLP as special financing counsel; Wilmer, Cutler, Pickering, Hale and Dorr, LLP, as special securities counsel; and FTI Consulting, Inc., and Rotschild Inc. as financial advisors. The Debtors' Canadian general restructuring counsel is Osler, Hoskin & Harcourt LLP. Kurtzman Carson Consultants LLC is the Debtors' claims and voting agent. The Debtors disclosed total assets of $3,400,080,000 and debts of $2,323,328,000 as of Aug. 31, 2008. Circuit City has opted to liquidate its 721 stores. It has obtained the Court's approval to pursue going-out-of-business sales, and sell its store leases. Bankruptcy Creditors' Service, Inc., publishes Circuit City Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Circuit City Stores Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) COLIBRI GROUP: $6 Million Lot of Jewelry Acquired by Bidz.com ------------------------------------------------------------- Bidz.com has acquired the inventory, intellectual property, trademarks and tools of Krementz, Van Dell, Shiman, Dolan & Bullock, Taylor Avedon, Angelite, Skal, Skalet, Magical Years, Little Miss Pride, Sideways, Darling Diamonds, Fingerprint Locket and others, in the bankruptcy auction of The Colibri Group. Colibri is a global designer, manufacturer and marketer of highly notable and century old heritage branded jewelry products. In addition to the trademarks and inventory, Bidz will make the inventory available for both auction and sale on its Bidz.com and Buyz.com Web sites. The purchase of the brands from The Colibri Group represents substantially all of the jewelry brands manufactured by Colibri that were available for purchase in the bankruptcy auction. Many of these well-known brands, such as Krementz since 1866, and Shiman, which is over a century old, and Dolan & Bullock in business since 1919, are among the most respected names in jewelry, characterized by their innovative styling, superior craftsmanship and unsurpassed quality. Van Dell founded in 1943, manufactures semi-precious and sterling jewelry, and cultured pearls. The Taylor Avedon collection of primarily hand-set pyrite, gemstones and sterling silver draws from classic design and updates them with a modern look. Bidz.com is in the process of receiving, photographing, and merchandising the inventory and expects to begin to auction the jewelry on its Web site in May. The acquired inventory will be on the company's balance sheet at the end of the first quarter of 2009. The company expects to sell the newly acquired inventory primarily through online auctions on its Bidz.com and Buyz.com Web site. "We are extremely pleased to have acquired such a strong assortment of inventory and the intellectual property for these quality brands," said David Zinberg, Chief Executive Officer of Bidz.com. "The Colibri Group, and its portfolio of brands, is a company with global brand recognition and now we are honored to have the opportunity to revive these iconic jewelry brands with diverse product offerings at great values. Purchasing the trademarks and tools to Krementz, Shiman and others will allow us to continue to provide a broad and beautiful assortment of quality jewelry to our customers. We are confident and excited to have the opportunity to acquire and reinvigorate this stable of quality brands." Mr. Zinberg continued. "Our reputation, knowledge and credibility in the market place, combined with our solid balance sheet enables us to take advantage of unique opportunities such as this." About Bidz.com Founded in 1998, Bidz.com -- http://www.bidz.com/-- is an online retailer of jewelry. Bidz offers its products through at live auction format as well as a fixed price online retail store, Buyz.com. Bidz.com's auctions are also available in Arabic, German and Spanish. About Colibri Group Based in Providence, Rhode Island, The Colibri Group designs, manufactures and markets jewelry, lighters, smoking accessories, and clocks. The Company was founded in 1928 with the invention of the world's first automatic lighter. The Company sells its products through 20,000 U.S. outlets, including major national chains and independent retailers, as well as broad-based international distribution. As reported by the Troubled Company Reporter on January 20, 2009, Colibri Group shut down its operation, laid off about 280 workers, and went under receivership. COLONIAL REALTY: Moody's Cuts Senior Debt Rating to Ba1 From Baa3 ----------------------------------------------------------------- Moody's Investors Service downgraded the ratings of Colonial Realty Limited Partnership (senior debt to Ba1 from Baa3) and Colonial Properties Trust (preferred stock to Ba2 from Ba1). The outlook remains negative. The ratings downgrade reflects Colonial's weakened credit metrics which are more consistent with a Ba1 rated REIT. Leverage metrics at YE2008 especially net debt to recurring EBITDA at 10.1X compared to 7.2X at YE2007 was very high. The weakening of these metrics, along with fixed charge coverage (1.5X at YE2008 and YE2007) is due to the dilutive effect of its assets sales in 2007 and 2008 (which were income producing), and the slower than expected lease up of its developed assets. Moody's noted that Colonial Properties has significantly reduced its development pipeline to 4.1% as of YE2008 from 16% at YE2007, a positive. However, given the once material nature of its development program coupled with the weak economy, Moody's expects that improvement in these metrics will take time. Moody's also indicated that with declines in earnings expected over the near-term, the REIT could face pressure managing its financial covenants depending on the severity of the decline. The negative outlook reflects continued pressure on key credit metrics, weakening property market fundamentals, and the still unfavorable credit markets. Moody's believes that Colonial Properties has adequate liquidity to meet its funding needs through 2010, and is further enhanced by its recent $350 million secured financing provided by Fannie Mae and its previously announced dividend cut. The Ba1 rating continues to reflect the REIT's large unencumbered asset pool, its good asset quality and manageable near-term debt maturities. Moody's stated that a return to a stable rating outlook would be predicated upon a reduction in leverage with net debt to recurring EBITDA at or less than 9.0X and fixed charge coverage at or over 1.80X with the prospect of sustainability. A rating downgrade would result should net debt to recurring EBITDA exceed 10X on a sustained basis, fixed charge coverage be at or below 1.5X on a sustained basis, should the REIT have difficulty in meeting its funding requirements over the near-term, or any erosion on its leverage covenant and fixed charge covenant cushions. These ratings were downgraded with a negative outlook: * Colonial Properties Trust -- preferred stock to Ba2 from Ba1; senior unsecured debt shelf to (P)Ba1 from (P)Baa3; subordinated debt shelf to (P)Ba2 from (P)Ba1; and preferred shelf to (P)Ba2 from (P)Ba1 * Colonial Realty Limited Partnership -- senior unsecured debt to Ba1 from Baa3; senior unsecured medium term notes to Ba1 from Baa3; senior unsecured debt shelf to (P)Ba1 from (P)Baa3; and subordinated debt shelf to (P)Ba2 from (P)Ba1 Moody's last rating action with respect to Colonial Properties was on November 17, 2008, when Moody's affirmed the ratings of Colonial Properties Limited Partnership (Baa3 senior debt). The ratings outlook was negative. Colonial Properties Trust is a REIT based in Birmingham, Alabama, USA, that focuses on the multifamily property sector, and owns and manages properties located in the Sunbelt states. At December 31, 2008, the REIT had $3.2 billion in book assets and $1 billion in book equity. DELCO OIL: Liable to CapitalSource for More Than $21 Million ------------------------------------------------------------ Bankruptcy Law360 reports that Judge Deborah K. Chasanow of the U.S. District Court for the District of Maryland held that Delco Oil Inc. and its sole shareholder are liable for more than $21 million after defaulting on a line of credit provided by commercial lender CapitalSource Finance LLC. Bankruptcy Law360 reports that Judge Chasanow partially granted a motion for summary judgment by Capital Source regarding the breach. The opinion was signed Thursday, the report says. On April 26, 2006, the Debtor, as borrower, entered into a Revolving Credit and Security Agreement with CapitalSource for a revolving facility of up to $18 million. In exchange, the Debtor pledged as collateral all of its right, title, and interest in and to, the Debtor's collections, cash payments, and inventory. The Credit Agreement required Debtor to maintain its bank accounts with Fifth/Third Bank. In June 2006, unbeknown to CapitalSource, the Debtor opened a money market account with Mainstreet Community Bank with a deposit of $500,000 to secure a letter of credit issued by Mainstreet Bank in favor of Valero Energy Corporation. On October 12, 2006, the Debtor also secretly opened a checking account at Mainstreet Bank. The Debtor deposited roughly $600,000 into the checking account prior to the filing of the bankruptcy petition. On October 17, 2006, the Debtor filed a voluntary Chapter 11 petition before the U.S. Bankruptcy Court for the Middle District of Florida. On November 9, 2006, the Florida Court entered an order denying the Debtor's request to use CapitalSource's cash collateral. On December 1, 2006, the case was converted to a Chapter 7 and Aaron Cohen was appointed as the Interim Chapter 7 Trustee. As of the petition date, the Debtor was indebted to CapitalSource under the Credit Agreement in an aggregate principal amount of more than $17 million. One day prior to the filing of the bankruptcy petition, CapitalSource filed suit against the Debtor in Maryland seeking a temporary restraining order to require the Debtor to deposit funds into the Fifth/Third Bank pursuant to the Credit Agreement. Before the Florida Court, CapitalSource asked Bankruptcy Judge George L. Proctor to lift the automatic stay to foreclose on its collateral. The Interim Chapter 7 Trustee and the Florida Department of Revenue opposed the stay being lifted as to all prepetition funds in the Mainstreet Bank accounts and to all of the Debtor's postpetition bank deposits. The Objectors, however, consented to CapitalSource pursuing the Maryland litigation for the limited purpose of foreclosing its lien on collateral as to which the automatic stay is lifted, and for the purpose of liquidating the debt to the limited extent necessary to pursue claims against third party guarantors. The Objectors objected to CapitalSource's pursuit of the Maryland lawsuit for the purpose of determining CapitalSource's claim to the disputed bank accounts. On January 31, 2007, CapitalSource filed an adversary proceeding against the Interim Trustee seeking declaratory relief with respect to CapitalSource's alleged lien on the Mainstreet Bank accounts and the imposition of an equitable constructive trust. In March 2007, Judge Proctor held that CapitalSource has produced sufficient evidence to carry its burden as to the postpetition bank deposits. Judge Proctor modified the bankruptcy stay to permit CapitalSource to foreclose and gain possession of its collateral and continue its prosecution of the Maryland lawsuit. Delco Oil Inc. was a motor fuel distributor headquartered in DeLand, Florida. The case is In re Delco Oil, Inc. (Bankr. M.D. Fla. Case No: 3:06-bk-03241-GLP). Richard R. Thames, Esq., at Stutsman Thames & Markey, P.A., represented the Debtor in the chapter 11 case. In its chapter 11 petition, the Debtor estimated both assets and debts to be between $1 million and $100 million. On December 1, 2006, the case was converted to a Chapter 7 liquidation and Aaron Cohen was appointed as the Interim Chapter 7 Trustee. DREIER LLP: Trustee Probes Wachovia, Seeks Claim Reduction ---------------------------------------------------------- Dreier LLP, which filed for bankruptcy after founder Marc Dreier was charged with fraud, may be able to reduce a $29 million claim held by lender Wachovia Corp., a trustee for the law firm said, according to Bloomberg News. Tiffany Kary and Christopher Scinta of Bloomberg report that according to documents filed in the U.S. Bankruptcy Court for the Southern District of New York, Sheila Gowan, who is overseeing the liquidation of the firm, said she is investigating Wachovia's dealings with it and Marc Dreier to determine if the bank's claim may be cut. Bloomberg says the statement came as part of Ms. Gowan's request to extend the use of cash collateral held by the law firm. Ms. Gowan seeks to use cash collateral through June 30 or to the end of the Chapter 11 case to fund the liquidation. Wachovia has already objected to the extension. Ms. Gowan's statement about reducing the bank's claim comes the same day she announced the hiring of ClearBid Capital, which specializes in liquidations, to auction the defunct law firm's furniture and computer equipment. "There remains much work to be done to complete an orderly wind- down of the debtor's business," Ms. Gowan said, citing money needed to collect accounts receivable, liquidate personal property and pursue third-party lawsuits. She noted, according to Bloomberg, that Wachovia has a $25.5 million "equity cushion" on its $13.5 million claim, secured by assets that have a book value of $39 million. The trustee has hired ClearBid Capital, which specializes in liquidations, to auction Dreier LLP's furniture and computer equipment. ClearBid will hold a public auction on March 26 to sell "eight fully furnished floors of high-end furniture and IT equipment". About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud before the U.S. District Court for the Southern District of New York (Manhattan) (Case No. 09-cr-00085-JSR). Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D. N.Y., Case No. 08-15051). Judge Robert E. Gerber handles the case. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as counsel. The Debtor listed assets between $100 million to $500 million, and debts between $10 million to $50 million in its filing. Wachovia Bank National Association, Sheila M. Gowan as trustee for Chapter 11 estate of Dreier LLP, and Steven J. Reisman as post confirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that sent Mr. Dreier to bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y., Case No. 09-10371). DREIER LLP: Marc Dreier Faces Money Laundering Charge ----------------------------------------------------- Marc Dreier, the New York law firm founder charged with defrauding hedge funds, was accused of money laundering in a newly unsealed indictment, David Glovin and Bob Van Voris of Bloomberg reported. According to the document unsealed in New York federal court, Mr. Dreier, founder of Dreier LLP, sold more than $700 million in phony promissory notes to at least 13 hedge funds and three individuals, said Bloomberg. Victims lost more than $400 million, according to the charges. The source related that Mr. Dreier was arrested on December 8 and charged with conspiracy, securities fraud and wire fraud. Prosecutors said he faces as much as 30 years in prison if convicted. He has pleaded not Prosecutors say Mr. Dreier sold phony notes issued by Sheldon Solow, a New York developer who was a client of Dreier's law firm, and a Canadian pension plan to hedge funds at a discount. Bloomberg added that the scheme began in 2004 and unravelled in December when he was arrested in Toronto and charged with impersonating a lawyer at the Ontario Teachers' Pension Plan. The new indictment adds the money-laundering charge in addition to details of the alleged fraud, said Bloomberg. Bloomberg stated that according to the new charges, Mr. Dreier told investors that Mr. Solow's company had a "note program" that it was using to raise capital. He claimed he was making a market in the notes by reselling them at a discount, according to the indictment. Mr. Dreier laundered the money by directing victims to wire funds into accounts of his firm, Dreier LLP, the government said. The report pointed out that he allegedly used the money to buy art, homes, a yacht and cars; to pay interest and principal to some of the victims; to fund the operations of the law firm; and to pay off his co-conspirators. One alleged co-conspirator, former stock broker Kosta Kovachev, was charged with conspiracy in December. About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud before the U.S. District Court for the Southern District of New York (Manhattan) (Case No. 09-cr-00085-JSR). Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D. N.Y., Case No. 08-15051). Judge Robert E. Gerber handles the case. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as counsel. The Debtor listed assets between $100 million to $500 million, and debts between $10 million to $50 million in its filing. Wachovia Bank National Association, Sheila M. Gowan as trustee for Chapter 11 estate of Dreier LLP, and Steven J. Reisman as postconfirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that sent Mr. Dreier to bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y., Case No. 09-10371). DREIER LLP: Receiver Says Founder Squandered Most of His Assets --------------------------------------------------------------- Bankruptcy Law360 reports that the court-appointed receiver overseeing the Marc Dreier fraud case has been able to recover about $100 million in assets from the accused swindler, but the New York attorney appears to have squandered the bulk of the money he allegedly earned from his fraudulent scheme on artwork, yachts and other luxury items. According to Bankruptcy Law360, a report filed by receiver Mark Pomerantz in February was made public Wednesday. The Troubled Company Reporter said on March 24, 2009, that Gerald Shargel, Marc Dreier's lawyer, expects his client to eventually plead guilty to a new money laundering charge against him. Mr. Dreier has been accused of selling $700 million in phony securities to investors. Mr. Dreier entered a plea of not guilty on March 19. Reuters relates that a lawyer representing unsecured creditors of 360networks is weighing claims against some Dreier lawyers. Court documents say that Mr. Dreier called two partners and the controller of his law firm from a jail cell in Canada where he was first arrested to say he could sell his art collection to replace missing law firm funds, which included cash from $38.6 million held in escrow on behalf of unsecured creditors. Steven Reisman, appointed to investigate for 360networks' unsecured creditors, said in court documents, "It is apparent from evidence available to date that other Dreier LLP employees had indications of questionable activity." According to ABA Journal, Mr. Reisman and his law firm will seek evidence on who may have aided Mr. Dreier. Dreier LLP's controller, John Provenzano, said in a statement to the U.S. Securities and Exchange Commission that he refused to wire up to $10 million in escrow funds to the Company after his Canadian arrest. Dreier LLP owed $38 million to customers in connection with its representation of 360networks, ABA Journal relates, citing Mr. Provenzano. According to the report, Mr. Provenzano said that the escrow accounts contained half of the needed money. About Dreier LLP Marc Dreier founded New York-based law firm Dreier LLP -- http://www.dreierllp.com/-- in 1996. On Dec. 8, 2008, the U.S. Securities and Exchange Commission filed a suit, alleging that Mr. Dreier made fraudulent offers and sales of securities in several cities, selling fake promissory notes to hedge and other private investment funds. The SEC asserted that Mr. Dreier also distributed phony financial statements and audit opinions, and recruited accomplices in connection with that scheme. Mr. Dreier has been charged by the U.S. government for conspiracy, securities fraud and wire fraud before the U.S. District Court for the Southern District of New York (Manhattan) (Case No. 09-cr-00085-JSR). Dreier LLP filed for Chapter 11 on Dec. 16, 2008 (Bankr. S. D. N.Y., Case No. 08-15051). Judge Robert E. Gerber handles the case. Stephen J. Shimshak, Esq., at Paul, Weiss, Rifkind, Wharton & Garrison LLP, has been retained as counsel. The Debtor listed assets between $100 million to $500 million, and debts between $10 million to $50 million in its filing. Wachovia Bank National Association, Sheila M. Gowan as trustee for Chapter 11 estate of Dreier LLP, and Steven J. Reisman as postconfirmation representative of the bankruptcy estate of 360networks (USA) Inc. signed a petition that sent Mr. Dreier to bankruptcy under Chapter 7 on Jan. 26, 2009 (Bankr. S.D. N.Y., Case No. 09-10371). ENRON CORP: Court Denies National City's Bid to Use MFN Status -------------------------------------------------------------- Bankruptcy Law360 reports that Judge Arthur J. Gonzalez of the United States Bankruptcy Court for the Southern District of New York denied a motion by National City Bank, an indenture and property trustee in Enron Corp.'s bankruptcy proceedings, to use its most favored nation status in the case to collect more than $50 million in claims from a group of Enron debtors. National City Bank is a successor property trustee under: (a) the Amended and Restated Declaration of Trust of Enron Capital Trust I dated as of November 18, 1996 -- the Declaration I; and (b) the Amended and Restated Declaration of Trust of Enron Capital Trust II dated as of January 13, 1997 -- Declaration II. National City served on the Official Committee of Unsecured Creditors of Enron Corp., et al. National City assumed its role as successor trustee shortly after Enron's Chapter 11 bankruptcy filing. Based in Houston, Texas, Enron Corporation filed for chapter 11 protection on Dec. 2, 2001 (Bankr. S.D. N.Y. Case No. 01-16033) following controversy over accounting procedures, which caused Enron's stock price and credit rating to drop sharply. Enron hired lawyers at Togut Segal & Segal LLP; Weil, Gotshal & Manges LLP, Venable; Cadwalader, Wickersham & Taft, LLP for its bankruptcy case. The Official Committee of Unsecured Creditors in the case tapped lawyers at Milbank, Tweed, Hadley & McCloy LLP. The Debtors filed their Chapter Plan and Disclosure Statement on July 11, 2003. On Jan. 9, 2004, they filed their fifth Amended Plan and on the same day the Court approved the adequacy of the Disclosure Statement. On July 15, 2004, the Court confirmed the Debtors' Modified Fifth Amended Plan and that plan was declared effective on Nov. 17, 2004. After the approval of the Plan, the new board of directors decided to change the name of Enron Corp. to Enron Creditors Recovery Corp. to reflect the current corporate purpose. ECRC's sole mission is to reorganize and liquidate certain of the operations and assets of the "pre-bankruptcy" Enron for the benefit of creditors. ECRC has been involved in the MegaClaims Litigation, an action against 11 major banks and financial institutions that ECRC believes contributed to Enron's collapse; the Commercial Paper Litigation, an action involving the recovery of payments made to commercial paper dealers; and the Equity Transactions Litigation, which ECRC filed against Lehman Brothers Holdings, Inc., UBS AG, Credit Suisse and Bear Stearns to recover payments made to the four banks on transactions involving Enron's stock while the company was insolvent. (Enron Bankruptcy News; Bankruptcy Creditors' Service, Inc., http://bankrupt.com/newsstand/or 215/945-7000). FLUID ROUTING: Panel Balks at Sale of Fuel Systems to Sun Capital ----------------------------------------------------------------- The official committee of unsecured creditors of Fluid Routing Solutions Inc. opposes the sale of part of the business to an affiliate of Sun Capital Partners Inc., Fluid Routing's owner, Bloomberg's Bill Rochelle said. On Feb. 19, Fluid Routing obtained approval to auction off its fuel systems business, pursuant to which FRS Holding Corp. was named stalking horse bidder. The Debtor was scheduled to conduct a March 23 auction but no competing bids were received. Characterizing the sale process as 'extremely expedited' and 'unfair,' the Creditors Committee, according to Mr. Rochelle, argues there was no time for anyone else to perform the necessary investigation before the auction. The committee contends that Sun Capital is not a 'goodfaith purchaser' and that the sale confers no benefit on anyone other than Sun Capital. To note, a Sun Capital affiliate provided for the $12 million debtor-in-possession loan, and required a quick sale. Pursuant to an asset purchase agreement dated as of February 6, 2009, FRS Holding has offered to pay $11,000,000, subject to adjustments, for the fuel systems business. A full- text copy of the APA is available at: http://bankrupt.com/misc/FluidRouting.FRSHoldingAPA.pdf As reported in the Troubled Company Reporter on Feb. 10, 2009, Fluid Routing arranged a $12 million debtor-in-possession loan with Sun Fluid Routing Finance LLC, to finance its Chapter 11 proceedings. The loan matures in 120 days, and requires a quick sale. The lender, Sun FR, which is also owed $10 million for a senior subordinated secured promissory note, is an affiliate of Sun Capital Partners, Inc., the parent of the Debtors. About Fluid Routing Headquartered in Rochester Hills, Michigan, Fluid Routing Solutions Inc. -- http://www.markivauto.com-- makes automobile parts and accessories. The company has manufacturing facilities located in Lexington, Tennessee; Big Rapids, Michigan; Oscala, Florida; and Easley, South Carolina. The Company's Detroit facility closed in 2008. The company had 1,039 employees before it filed for bankruptcy. Fluid Routing Solutions, Inc., and three affiliates filed for Chapter 11 on Feb. 6 (Bank. D. Del., Lead Case No. (09-10384). Judge Christopher Sonchi handles the case. Michael R. Nestor, Esq., and Kenneth J. Enos, Esq., at Young Conaway Stargatt & Taylor LLP, and Neil E. Herman, Esq., at Morgan Lewis & Bockuis LLP, are the Debtors' counsel. Mesirow Financial Interim Management, LLC, is the Debtors' financial advisors. Fluid Routing in its bankruptcy petition estimated assets of $10 million to $50 million and debts of $50 million to $100 million. FREESCALE SEMICONDUCTOR: Increases Incremental Loans to $923.6MM ---------------------------------------------------------------- Freescale Semiconductor Inc. informed the Securities and Exchange Commission that on March 24, 2009, its note invitation to eligible holders of its 9.125%/9.875% Senior PIK-Election Notes due 2014 terminated. On March 26, 2009, based on the principal amount of Senior Toggle Notes validly delivered and accepted by the Company, the Company has incurred an additional roughly $236.1 million principal amount of incremental term loans, for a total of roughly $923.6 million aggregate principal amount of Incremental Term Loans when taken together with the Incremental Term Loans incurred by the Company in respect of the Senior Floating Rate Notes, the Senior Fixed Rate Notes and the Senior Subordinated Notes and the Incremental Term Loans payable as compensation. Freescale said that, upon completion of the transaction, the Company's outstanding long-term debt obligations decreased by roughly $1.9 billion and the related expected annual cash interest expense decreased by approximately $140 million. In February 2009, Freescale extended note invitations to eligible holders of its Senior Floating Rate Notes due 2014; 8.875% Senior Fixed Rate Notes due 2014; 10.125% Senior Subordinated Notes due 2016; and 9.125%/9.875% Senior PIK-Election Notes due 2014 to participate as a lender in its new incremental term loans under its senior secured credit facility. On March 17, Freescale completed the note invitations to eligible holders of its Senior Floating Rate Notes, Senior Fixed Rate Notes and Senior Subordinated Notes. Freescale, as borrower, entered into an incremental amendment to its Existing Credit Agreement, dated March 17, 2009, which allows Freescale to incur new incremental term loans in an aggregate amount of up to $1,000,000,000, which loans will have a maturity date of December 15, 2014. The other parties to the Incremental Amendment are Freescale Semiconductor Holdings I, Ltd. (formerly known as Freescale Holdings (Bermuda) I, Ltd.); Freescale Semiconductor Holdings II, Ltd. (formerly known as Freescale Holdings (Bermuda) II, Ltd.); Freescale Semiconductor Holdings III, Ltd. (formerly known as Freescale Holdings (Bermuda) III, Ltd.); Freescale Semiconductor Holdings IV, Ltd. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.); Freescale Semiconductor Holdings V, Inc. (formerly known as Freescale Acquisition Holdings Corp.); the New Term Lenders; certain direct or indirect subsidiaries of the Borrower that currently guarantee the obligations under the Existing Credit Agreement; and Citibank, N.A. as the Administrative Agent, Collateral Agent and Incremental Collateral Agent. Based on the principal amount of Senior Floating Rate Notes, Senior Fixed Rate Notes and Senior Subordinated Notes validly delivered and accepted by the Company, the Company incurred roughly $665 million principal amount of Incremental Term Loans under the Incremental Amendment. Subject to the closing of the Senior Toggle Note invitation, the Company would incur additional Incremental Term Loans under the Incremental Amendment, including new Incremental Term Loans payable as compensation. Freescale entered into the Credit Agreement with Holdings III, Holdings IV, Holdings V, the lenders party thereto, and Citibank in December 2006. The Existing Credit Agreement provides for (i) a seven-year, $3.5 billion term loan facility, and (ii) a six-year revolving credit facility with a committed capacity of $750 million, including letters of credit and swing line loan sub- facilities. A full-text copy of the Incremental Amendment is available at no charge at http://researcharchives.com/t/s'3ae1 According to Freescale, during the first quarter of 2009, it will record roughly $2.1 billion in a net gain as a result of the reduction in the Company's outstanding long-term debt. Freescale also anticipates paying cash income taxes in the U.S. resulting from the debt extinguishment, however, the amount of the cash tax obligations are not expected to be material. About Freescale Semiconductor Freescale Semiconductor -- http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. As reported by the Troubled Company Reporter on February 23, Moody's Investors Service affirmed the corporate family, long-term debt and speculative grade liquidity ratings of Freescale. Simultaneously, Moody's downgraded the probability of default rating to Ca from Caa1. The rating outlook remains negative. The downgrade of the PDR to Ca reflects Moody's view that Freescale's recent debt exchange offer is a distressed exchange. It also reflects the very high likelihood of the transaction closing. While no payment default has occurred and there are no debt maturities until 2012, in Moody's opinion the successful closing of the transaction, which is designed to reduce debt and interest expense, would represent the occurrence of a deemed default. FREESCALE SEMICONDUCTOR: Senior Lenders Sue for $1BB in New Loans ----------------------------------------------------------------- A group of lenders under Freescale Semiconductor Inc.'s existing credit agreement filed a lawsuit in the Supreme Court of the State of New York, County of New York, on March 24, 2009, alleging, among other things, that Freescale's issuance of certain incremental term loans is in breach of a December 2006 credit agreement. The Plaintiffs contend that their Existing Credit Agreement allows Freescale to borrow additional funds in the form of Incremental Term Loans, but the borrowing can only occur if certain required warranties contained in the Credit Agreement are true and correct in all material respects on the date or dates of the issuance of any Incremental Term Loans. One of these warranties, according to the Plaintiffs, is that Freescale has not experienced an event or circumstance "that has had or could reasonably be expected to have a Material Adverse Effect" since December 1, 2006. The Plaintiffs, however, note that Freescale's performance and value have deteriorated materially since December 1, 2006, and this decline is durationally significant and will likely extend well into the future. Because these events have had or could reasonably be expected to have a Material Adverse Effect on Freescale, the Credit Agreement prohibits it from issuing the Incremental Term Loans, the Plaintiffs contend. The Plaintiffs assert that Freescale breached the Credit Agreement by issuing approximately $665 million in Incremental Term Loans on March 17, 2009. Freescale is now attempting to further breach the Credit Agreement by seeking to issue an additional $335 million in Incremental Term Loans, the Plaintiffs say. Incremental Term Loans In February 2009, Freescale extended note invitations to eligible holders of its Senior Floating Rate Notes due 2014; 8.875% Senior Fixed Rate Notes due 2014; 10.125% Senior Subordinated Notes due 2016; and 9.125%/9.875% Senior PIK-Election Notes due 2014 to participate as a lender in its new incremental term loans under its senior secured credit facility. On March 17, Freescale completed the note invitations to eligible holders of its Senior Floating Rate Notes, Senior Fixed Rate Notes and Senior Subordinated Notes. Freescale, as borrower, entered into an incremental amendment to its Existing Credit Agreement, dated March 17, 2009, which allows Freescale to incur new incremental term loans in an aggregate amount of up to $1,000,000,000, which loans will have a maturity date of December 15, 2014. The other parties to the Incremental Amendment are Freescale Semiconductor Holdings I, Ltd. (formerly known as Freescale Holdings (Bermuda) I, Ltd.); Freescale Semiconductor Holdings II, Ltd. (formerly known as Freescale Holdings (Bermuda) II, Ltd.); Freescale Semiconductor Holdings III, Ltd. (formerly known as Freescale Holdings (Bermuda) III, Ltd.); Freescale Semiconductor Holdings IV, Ltd. (formerly known as Freescale Holdings (Bermuda) IV, Ltd.); Freescale Semiconductor Holdings V, Inc. (formerly known as Freescale Acquisition Holdings Corp.); the New Term Lenders; certain direct or indirect subsidiaries of the Borrower that currently guarantee the obligations under the Existing Credit Agreement; and Citibank, N.A. as the Administrative Agent, Collateral Agent and Incremental Collateral Agent. Based on the principal amount of Senior Floating Rate Notes, Senior Fixed Rate Notes and Senior Subordinated Notes validly delivered and accepted by the Company, the Company incurred roughly $665 million principal amount of Incremental Term Loans under the Incremental Amendment. Subject to the closing of the Senior Toggle Note invitation, the Company would incur additional Incremental Term Loans under the Incremental Amendment, including new Incremental Term Loans payable as compensation. Freescale entered into the Credit Agreement with Holdings III, Holdings IV, Holdings V, the lenders party thereto, and Citibank in December 2006. The Existing Credit Agreement provides for (i) a seven-year, $3.5 billion term loan facility, and (ii) a six-year revolving credit facility with a committed capacity of $750 million, including letters of credit and swing line loan sub- facilities. A full-text copy of the Incremental Amendment is available at no charge at http://researcharchives.com/t/s?3ae1 Tortious Interference The Plaintiffs contend that the noteholders that are participating or that will participate in the exchange of their debt for new Incremental Term Loans have tortiously interfered with the Credit Agreement by colluding with Freescale to issue the Incremental Term Loans when they are prohibited by the Credit Agreement. The Junior Noteholders have also been unjustly enriched as a result of their misconduct, because, without providing any additional cash infusion to Freescale, the Junior Noteholders have exchanged their nearly worthless junior subordinated and senior unsecured debt for valuable Incremental Term Loans that have a priority of payment and seniority of security in the collateral equivalent to the position of the Plaintiffs. The Plaintiffs contend that they have been injured by Freescale's and the Junior Noteholders' wrongful conduct. The Incremental Term Loans have wrongfully converted the priority and seniority of the Junior Noteholders to the level of the Plaintiffs. The Plaintiffs' ability to recover from the collateral to their loans has been significantly impaired through the introduction of up to an additional $1 billion in equal priority secured debt, and the Plaintiffs did not receive anything of value for the Junior Noteholders' wrongful conversion to this status. Further, the Plaintiffs' senior loan holdings are tradable in a well- established private market for senior bank loans. The market value of the Plaintiffs' senior loan holdings has decreased as a direct result of Freescale's announcement of the Incremental Term Loans and the imminent dilution of the Plaintiffs' rights to the collateral. As a result of the Defendants' wrongful conduct, the Plaintiffs seek damages for Freescale's breach of contract, the Junior Noteholders' unjust enrichment, and the Junior Noteholders' tortious interference. The Plaintiffs seek: (i) a declaratory judgment that an event or circumstance "that has had or could reasonably be expected to have a Material Adverse Effect" has occurred prior to the issuance of the Incremental Term Loans, that the issuance of the Incremental Term Loans violates the Credit Agreement, and that any Incremental Term Loans that have been issued are ineffective, (ii) equitable subordination of the participants in the Incremental Term Loans, and (iii) a permanent injunction ordering Freescale and the Junior Noteholders to rescind the Incremental Term Loans. Freescale, however, believes that the claims made by the lenders are without merit and intends to vigorously defend this action. The Plaintiffs are senior lenders under the December 2006 Credit Agreement who have lent roughly $150 million to Freescale: * ING Prime Rate Trust, * ING Senior Income Fund, * ING International (II) - Senior Bank Loans Euro, * ING International (II) - Senior Bank Loans USD, * ING Investment Management CLO I, Ltd., * ING Investment Management CLO II, Ltd., * ING Investment Management CLO III, Ltd., * ING Investment Management CLO IV, Ltd., * ING Investment Management CLO V, Ltd., * Babson Credit Strategies CLO, Ltd., * Loan Strategies Funding, LLC, * Babson CLO Ltd. 2008-I, * Vinacasa CLO Ltd., * JFIN CLO 2007 Ltd., * XELO VII Limited, * Osprey CDO 2006-I Ltd., * Artus Loan Fund 2007-I Ltd., * Babson Loan Opportunity CLO, Ltd., * Babson CLO Ltd. 2008-II, * Hakone Fund II LLC, * Babson CLO Ltd. 2007-I, * Babson Mid-Market CLO Ltd. 2007-II, * Maplewood (Cayman) Ltd., * Sapphire Valley CDO I, Ltd., * Babson CLO Ltd. 2003-I, * Babson CLO Ltd. 2004-I, * Babson CLO Ltd. 2004-II, * Babson CLO Ltd. 2005-I, * Babson CLO Ltd. 2005-II, * Babson CLO Ltd. 2005-III, * Babson CLO Ltd. 2006-I, * Babson CLO Ltd. 2006-II, * Denali Capital CLO IV, Ltd., * Denali Capital CLO V, Ltd., * Denali Capital CLO VI, Ltd., and * Denali Capital CLO VII, Ltd. Vineet Bhatia, Esq., Kenneth S. Marks, Esq., David M. Peterson, Esq., at SUSMAN GODFREY L.L.P., in Houston, Texas; and Tibor L. Nagy, Esq., at SUSMAN GODFREY in New York, represent the Plaintiffs. A full-text copy of the complaint is available at no charge at http://researcharchives.com/t/s?3ae2 About Freescale Semiconductor Freescale Semiconductor - http://www.freescale.com/-- is a global leader in the design and manufacture of embedded semiconductors for the automotive, consumer, industrial, networking and wireless markets. The privately held company is based in Austin, Texas, and has design, research and development, manufacturing or sales operations around the world. As reported by the Troubled Company Reporter on February 23, Moody's Investors Service affirmed the corporate family, long-term debt and speculative grade liquidity ratings of Freescale. Simultaneously, Moody's downgraded the probability of default rating to Ca from Caa1. The rating outlook remains negative. The downgrade of the PDR to Ca reflects Moody's view that Freescale's recent debt exchange offer is a distressed exchange. It also reflects the very high likelihood of the transaction closing. While no payment default has occurred and there are no debt maturities until 2012, in Moody's opinion the successful closing of the transaction, which is designed to reduce debt and interest expense, would represent the occurrence of a deemed default. GANNETT CO: Still in Talks for Tucson Citizen; To Furlough Workers ------------------------------------------------------------------ Gannett Co Inc. is planning to force employees to take a new round of furloughs in April, May and June to save money as newspaper advertising revenue slides, according to a memo obtained by Reuters. The memo said that the furloughs come after a round of one-week unpaid leave for its employees saved the company $20 million. That memo, signed by Bob Dickey, head of the U.S. Community Publishing Division, said Gannett will freeze their wages and salaries effective April 1, 2009, through March 31, 2010. According to Reuters, the Company is ending the print edition of the Ann Arbor News in Michigan, and is cutting back its print circulation at its papers in Flint, Bay City and Saginaw to three days a week. Gannett, however, has pushed back until March 27 its decision to sell or close the Tucson Citizen newspaper, Tucson Newspapers Inc. said. Gannett Co. received interest from two potential buyers hence averting (at least temporarily) the closure of the newspaper, which began publishing in 1870 and is Arizona's oldest newspaper. According to The New York Times, Robert J. Dickey, president of Gannett U.S. Community Publishing, gave no details concerning potential buyers, what was being negotiated or how soon a decision would come. Gannett had an announcement saying, "In light of these ongoing discussions, Gannett will delay a decision regarding the potential sale or closure of the Tucson Citizen, but expects to make a decision in the very short term." Gannett has a joint operating agreement with the publisher of the morning newspaper, The Arizona Daily Star, owned by Lee Enterprises. The two companies jointly own Tucson Newspapers, Inc., the subsidiary that handles all non-editorial operations for both papers. Gannett and Lee share operating costs and profits of both papers under the J.O.A., which runs until 2015. The media and publishing industries have been hit by revenue declines requiring a spate of closures and downsizing. Among other publishers, Crain Communications Inc. has said it will cut jobs and shrink salaries by 10% for remaining staff at its 30 business publications around the world, Jaclyn Trop of Detroit News reported. About Gannett Co. Inc. Headquartered in McLean, Virginia, Gannett Co. Inc. (NYSE:GCI) -- http://www.gannett.com/-- is an international news and information company. In the United States, the company publishes 85 daily newspapers, including USA TODAY, and nearly 900 non-daily publications. Along with each of its daily newspapers, the company operates Websites offering news, information and advertising that is customized for the market served and integrated with its publishing operations. Newspaper publishing operations in the United Kingdom, operating as Newsquest, include 17 paid-for daily newspapers, almost 300 non-daily publications, locally integrated Websites and classified business Websites with national reach. The company has two segments: newspaper publishing and broadcasting. As reported by the Troubled Company Reporter on January 19, 2009, Gannett reported that it is offering to sell certain assets of the Tucson (AZ) Citizen. If a sale is not completed by March 21, 2009, Gannett said it will have to close the newspaper. According to the TCR on January 15, 2009, Gannett said that it asked U.S. non-unionized workers to take a week of unpaid leave the first quarter. Gannett CEO and Chairperson Craig Dubow said that the company needs to preserve its operations and continue to deliver for its customers while confronting the issues raised by some of the most difficult economic conditions that the company has ever experienced. Mr. Gannett said that employees in unions will also be asked to participate in the furlough. The TCR reported on October 2, 2008, that Gannett drew on a revolving credit line to ensure it has funds to repay its commercial paper. The action was taken in response to credit- market disruption. The company said it has significant credit available under a $3.9 billion revolving credit line, in excess of its $2 billion in commercial paper outstanding. GATEWAY & 4TH: Collateral to be Auctioned on April 27 ----------------------------------------------------- Pacific CityHome, LLC, will sell to the highest bidder at a public auction on April 27, 2009, at 9:00 a.m. (Pacific Standard Time), the collateral securing the obligations of Gateway & 4th, LLC to Pacific CityHome under the parties' Loan Agreement, dated September 28, 2007. The auction will be held at the offices of Cushman & Wakefield of California, Inc., 601 S. Figueroa Street, in Los Angeles. The collateral, consisting of 100% of the membership interests of Long Beach & 4th Investors, LLC in Gateway & 4th, secures an obligation in the amount of not less than $14,003,280, including principal, interest, and charges. The collateral is offered on an "as is, where is" basis. All prospective bidders must deliver a certified check or bank cashier's check to the offices of Cush & Wakefield in the amount of $500,000 that will be held in escrow pending the closing of the sale. For information relating to the sale, please contact Marc Renard of Cust & Wakefield of California, Inc. at the address stated or by calling (213) 955-6413. GENERAL MOTORS: Gov't Asks CEO to Quit In Exchange of Bailout Fund ------------------------------------------------------------------ Neil King Jr. and John D. Stoll at The Wall Street Journal report that Steven Rattner, the investment banker that the administration chose last month to lead the auto-industry task force, has asked General Motors Corp. CEO Rick Wagoner to step down. WSJ states that an official from the Obama administration has confirmed that Mr. Wagoner was asked to leave GM to make way for ongoing restructuring in the Company. Citing an administration official, Doron Levin and Jeff Green at Bloomberg News report that Mr. Wagoner, who had said on March 19 that he had no plans of resigning, has agreed to leave GM. According to WSJ, the administration threatened to withhold more bailout money if Mr. Wagoner stays in GM. President Barack Obama, says WSJ, is prepared to give billions of dollars more in aid to GM and Chrysler LLC, if all sides -- including unions and bondholders -- show that they are ready to sacrifice. According to WSJ, President Obama will lay out the administration's interim conclusions on the companies' viability and the steps to be taken to return them to profitability. The report states that President Obama would likely hold off on granting the firms some $21.6 billion in new loans to preserve leverage in talks, particularly with the thousands of bondholders who hold a total of $28 billion in GM debt. President Obama said Sunday that he will extract "a set of sacrifices from all parties involved -- management, labor, shareholders, creditors, suppliers, dealers," WSJ reports. WSJ notes that the government's attempt to oust Mr. Wagoner suggests that the Treasury Department wants to wade more deeply than most observers expected into GM's affairs. GM Chief Operating Officer Frederick Henderson will take Mr. Wagoner's post, at least on an interim basis, WSJ relates. "If they go to someone inside, Fritz is the obvious choice. He's run every region, he's been number two and he knows where all the bodies are buried," Bloomberg quoted consulting firm Casesa Shapiro Group managing partner John Casesa as saying. According to WSJ, administration officials said that they will lay out the parameters of an overall restructuring of the companies, including firm deadlines. WSJ notes that the administration would hold out the threat of having the firms enter into Chapter 11 bankruptcy restructuring if certain tough compromises aren't made over the next month. It was unlikely that the auto team would seek the removal of Chrysler CEO Robert Nardelli, especially while the firm is in talks to form an alliance with Fiat SpA, WSJ states, citing an administration official. Gov't May Demand Deeper Concessions Citing a person familiar with the matter, Peter Lattman at WSJ relates that the Obama administration is likely to demand deeper concessions from Chrysler and GM in exchange for additional federal loans. The source said that the concessions could go beyond the requirements that the government imposed when it agreed to loan the firms money last year, according to WSJ. The current business model for the U.S. auto industry was unsustainable and various industry stakeholders -- suppliers, unions, creditors, dealers -- would need to make concessions, WSJ states, citing President Obama. WSJ notes that Chrysler and GM must submit restructuring plans to the government by Tuesday, but the firms are unlikely to have everything done by then. The report states that the companies haven't yet reached deals with the union on the trust funding or concessions from their debtholders. The report says that the government can recall its loans to GM and Chrysler if they fail to sign deals for debt restructuring and other concessions from stakeholders and the union by Tuesday. According to WSJ, Chrysler and GM could get short-term loans and an extension of time to reach agreements with debtholders and the union. WSJ states that the loans would come with tight deadlines. 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. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported in the Troubled Company Reporter on Nov. 10, 2008, General Motors Corporation's balance sheet at Sept. 30, 2008, showed total assets of US$110.425 billion, total liabilities of US$170.3 billion, resulting in a stockholders' deficit of US$59.9 billion. * * * 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. GENERAL MOTORS: Gov't. to Reveal Terms of Add'l Loans Tuesday ------------------------------------------------------------- David Kiley posted at a BusinessWeek blog on March 26 that President Barack Obama said that he will be revealing by Tuesday how much more financial support the U.S. government will extend to automakers, chiefly General Motors, Chrysler LLC, and the auto supplier industry. According to Mr. Kiley, President Obama said in an online town- hall meeting that he will disclose plans to possibly keep Chrysler and GM from going into bankruptcy. Mr. Kiley quoted President Obama as saying, "What we're expecting is that the automakers are going to be working with us to restructure. We will provide them some help." Additional government aid for the automakers isn't "popular", Mr. Kiley states, citing President Obama. Mr. Kiley quoted the president as saying, "If they're not willing to make the changes and the restructurings that are necessary, then I'm not willing to have taxpayer money chase after bad money." 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. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported in the Troubled Company Reporter on Nov. 10, 2008, General Motors Corporation's balance sheet at Sept. 30, 2008, showed total assets of US$110.425 billion, total liabilities of US$170.3 billion, resulting in a stockholders' deficit of US$59.9 billion. * * * 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. GENERAL MOTORS: SAAB to Deepen Cuts, Might Not Get Sweden Bailout ----------------------------------------------------------------- Goeteborgs Posten, citing spokeswoman Gunilla Gustavs, reported that Saab Automobile will deepen production cuts as demand continues to fall. Niklas Magnusson of Bloomberg reported that the automaker will now only produce cars two days of the week and that the company will have three so-called stop days. Saab Automobile filed for bankruptcy protection last month after its U.S. owner, General Motors Corp., said it will drop the unit by 2010 at the latest. Saab will cut 750 jobs at its main factory in southern Sweden in response to falling demand. Meanwhile, while Sweden has been nationalizing some struggling banks to deal with a banking crisis, Sweden might take a 'hands off' approach with SAAB. Andrew Ross Sorkin of The New York Times reports that the enterprise minister, Maud Olofsson, announced, "The Swedish state is not prepared to own car factories." According to The New York Times, such a view might seem jarring, coming as it does from a country with a reputation for a paternalistic view of workers and companies. The "Swedish model" for dealing with a banking crisis -- nationalizing the banks, recapitalizing them and selling them -- has been much debated lately in the United States, with free-market defenders warning of a slippery slope of Nordic socialism. "I don't think the government knows the situation in this town, how many people depend on Saab. To them it's just a factory. They don't see the people behind it," Therese Doeij, a clerk at a photo shop who has several friends who work at the company, told The Times. The New York Times wrote that governments all over the world are confronting the disintegration of the global automobile market in different ways, with loans, bailouts and takeovers. But Sweden's approach has been particularly hard-nosed, and particularly unequivocal. Source points out that Paul Akerlund, the local chairman of the automobile workers' union, wonders, "Why is the government apparently dead set against helping Saab, an iconic brand that stands as a global symbol of Sweden, with Ikea, Volvo and Abba?". He added, "I'm a little surprise. They say the market should help itself, but the market has collapsed around the whole world. It's an extraordinary situation." Saab AB is a Sweden-based technology company active within the defense, aviation and space industries. It operates through three principal segments. Defense and Security Solutions develops and manufactures command, control and communication systems. Systems and Products produces and sells systems, products and components for defense, aviation, space and civil security internationally. Aeronautics comprises both military and civilian aeronautics operations, including the Gripen program, which uses technology to perform air-to-air and air-to-surface operational missions. The Company consists of such business units as Saab Aerotech, Saab Communication, Saab Grintek, Saab Systems, Combitech, Saab Surveillance Systems, Saab Avitronics, Saab Barracuda, Saab Bofors Dynamics, Saab Space, Saab Training Systems, Saab Microwave Systems, Saab Underwater Systems, Saab Aerosystems, Saab Aerostructures, Saab Aircraft Leasing and Gripen International. Saab AB is headquartered in Stockholm, Sweden. 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. GM Europe is based in Zurich, Switzerland, while General Motors Latin America, Africa and Middle East is headquartered in Miramar, Florida. As reported in the Troubled Company Reporter on Nov. 10, 2008, General Motors Corporation's balance sheet at Sept. 30, 2008, showed total assets of US$110.425 billion, total liabilities of US$170.3 billion, resulting in a stockholders' deficit of US$59.9 billion. * * * 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. GI JOE'S: Court Extends Interim DIP Order Until April 2 ------------------------------------------------------- The U.S. Bankruptcy Court for the District of Delaware entered another order allowing G.I. Joe's Inc. and its affiliates to obtain debtor-in-possession financing of $51.2 million in the interim until April 2, Dawn McCarthy of Bloomberg reported. U.S. Bankruptcy Court Judge Kevin Gross in Wilmington, Delaware, approved the financing from existing lender Wells Fargo Retail Finance LLC. Judge Gross set an April 2 hearing for final approval of the loan. In its previous interim order, the Court allowed the Debtors to: a) obtain credit and incur debt from Wells Fargo Retail Finance, LLC up to an aggregate committed amount of $51,210,577, for a period until the date of the further interim hearing, including the partial roll-up of the outstanding balance of the prepetition facility, secured by first priority, valid, priming, perfected and enforceable liens on property of the Debtors' estate, subject only to permitted prior liens, and with priority, over all other administrative expenses; b) establish the financing arrangement, including partial roll-up of the outstanding balance of the prepetition facility with Wells Fargo Retail Finance, LLC, as administrative agent and collateral agent, and the revolving credit lenders and incur DIP obligations; and c) use the proceeds of the DIP facility solely for (a) working capital and general corporate purposes; (b) payment of costs of administration of these cases; (c) upon entry of this interim order, all prepetition letters of credit issued under the perpetition financing agreements will be deemed issued under the DIP financing agreement; and (d) payment in full of the prepetition debt in accordance with the terms of this interim order and the DIP financing agreements. WFRF and the Debtors are party to the prepetition revolving loans dated as of Feb 1, 2007. As of the petition date, G.I. Opco was indebted under the prepetition senior financing agreements (a) pursuant to the prepetition revolving loans in the approximate principal amount of $47,269,149, plus letters of credit in the approximate amount of $108,000; and (b) pursuant to the prepetition term loans in the approximate principal amount of $1,210,577; plus interest accrued and accruing, costs, expenses, fees, other legal charges and other obligations, including, without limitation, on account of cash management, credit card, depository, investment, hedging and other banking or financial services. The Debtors believe that the value of their assets on a net orderly liquidation basis exceeds the outstanding balance of the prepetition senior facility, net of any claims secured by, prior liens on the Debtors' assets. Salient terms of the DIP financing agreement are: Borrower: G.I. Joe's Inc. DIP Lender: Wells Fargo Retail Finance, LLC DIP Facility: A senior revolving credit facility in a committed amount up to $51,210,577. Security: Subject to the Carve-Out and permitted prior liens (i) the DIP financing agreement and (ii) all other obligations under or in respect of the DIP financing agreement will be entitled to (a) super priority claims status and (b) will be secured by (i) a first priority perfected security interest in all of the existing and after acquired real and personal, tangible and intangible assets of G.I. Opco, with priority over all other liens except any liens otherwise permitted by the prepetition financing agreements. Carve-Out: (a) allowed administrative expenses, and (b) allowed reasonable fees and expenses of attorneys and financial advisors employed by the Debtors up to an aggregate amount not to exceed the sum of (i) $675,000; (ii) any additional amounts for fees and expenses for case professionals in any supplemental budget for the two week period beyond April 3, 2009, as agreed to be the DIP agent, in an aggregate amount not to exceed $62,500 per week; (iii) any additional amounts as subsequently agreed to be the Debtors, the case professionals and the DIP agent; and (iv) the IB success fee, provided that the fees and expenses are approved by this Court, or the lesser amount as so approved. Interest: A fluctuating rate per annum equal to the Base Rate plus (a) 2.25% for the DIP revolver, and (b) 2.75% of the DIP Term Loan. Default Rate Interest: 2.00% over the applicable Interest Rate Ratification and Amendment Fees: $450,000, full earned and payable to the DIP Lender on the termination date subject to reduction. Maturity: The earlier to occur of: (a) the revolving credit maturity date; or (b) the termination date, which includes, among other things, the closing of a transaction; or (c) the occurrence and continuance of an event of default under DIP financing agreement. The DIP agreement contains customary and appropriate events of default. The DIP agent was granted first priority priming, valid, perfected and enforceable liens, subject only to Carve-Out and the permitted prior liens, upon all of the Debtors' real and personal property except for avoidance actions. The DIP agent was also granted superiority administrative claim status in respect of all DIP obligations, subject to the Carve- Out. A full-text copy of the Debtors' debtor-in-possession credit, guaranty and security agreement dated March 4, 2009, is included as Exhibit A (page 25) of the DIP motion, and is available for free at: http://bankrupt.com/misc/GIJoes_DIP_motion.pdf Cash Collateral The Debtors were also authorized to access the cash collateral securing their obligations to Crystal Capital Fund Management, L.P. and to grant the prepetition agent the perpetition replacement liens and prepetition superiority claims as adequate protection. Prior to the petition date, Crystal Capital and certain other lenders made certain tranche B term loans pursuant to (a) the loan and security agreement dated as of Feb. 1, 2007, and (b) all other agreements, documents, notes, certificates and instruments executed and delivered with, to, in favor of the Term Loan B lenders. As of the petition date, G.I. Opco was indebted under the prepetition term loan B financing agreements in the approximate amount of $35,266,366; plus interest accrued and accruing, costs, expenses, fees, other charges and other obligations. The prepetition secured parties have a security interest and lien in cash collateral, including on all amounts in deposit in G.I. Opco's banking, checking, or other deposit accounts and all proceeds of prepetition collateral. About G.I. Joe's Holding Corporation Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation -- http://www.joessports.com-- owns and operates retail stores selling sports apparel, and camping equipment and accessories. G.I Joe has more than 30 locations in Idaho, Oregon, and Washington. The G.I. Joe's Holding Corporation and G.I. Joe's Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D. Del. Case Nos.: 09-10713 and 09-10714. Proskauer Rose LLP, represents the Debtors in their restructuring efforts. The Debtors proposed Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their Delaware counsel and Patrick J. O'Malley, at Development Specialist Inc., chief restructuring officer. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million. GI JOE'S: Auction Moved to April 7; Sale Hearing on April 9 ----------------------------------------------------------- Pursuant to revised bid procedures for the sale of substantially all of the assets of G.I. Joe's Holding Corp. and G.I. Joe's Inc., the auction of the Debtors' assets will now be held on April 7, 2009, beginning at 11:00 a.m. at the offices of Potter Anderson & Corroon LLP, 1313 Market Street, 6th Floor, in Wilmington, Delaware. The sale hearing has been moved to April 9. As reported in the Troubled Company Reporter on March 12, 2009, the Bankruptcy Court authorized the Debtors to sell substantially all of their assets, free and clear of all liens and encumbrances at an auction, which was originally scheduled for March 30. A copy of the revised bid procedures is available at: http://bankrupt.com/misc/GIJOE.RevisedProcedures.pdf About G.I. Joe's Headquartered Wilmington, Delaware, G.I. Joe's Holding Corporation -- http://www.joessports.com-- owns and operates retail stores selling sports apparel, and camping equipment and accessories. G.I Joe has more than 30 locations in Idaho, Oregon, and Washington. The G.I. Joe's Holding Corporation and G.I. Joe's Inc. filed for Chapter 11 protection on March 4, 2009 (Bankr. D. Del. Case Nos.: 09-10713 and 09-10714. The Debtors proposed Steven M. Yoder, Esq., at Potter Anderson & Corroon LLP, as their Delaware counsel and Patrick J. O'Malley, at Development Specialist Inc., chief restructuring officer. When the Debtors filed for protection from their creditors, they listed assets and debts between $100 million and $500 million. GREATER ATLANTA: Court Okays Firm's Disclosure Statement -------------------------------------------------------- Kent A. Miles at The Atlanta Journal-Constitution reports that the U.S. Bankruptcy Court for the Northern District of Georgia has approved Greater the disclosure statement explaining Atlanta Bar- B-Q, LLC's proposed Chapter 11 plan. Greater Atlanta is now seeking creditors' approval of its reorganization plan, which proposes that unsecured creditors get 50% payment over a three-year period, The Atlanta Journal states. The report says that the court deadline for approval of the Plan is April 20. Norcross, Georgia-based Greater Atlanta Bar-B-Q, LLC, is a franchisee of Sonny's barbecue restaurants. The Company filed for Chapter 11 bankruptcy protection on September 25, 2008 (Bankr. N.D. Ga. Case No. 08-78865). Wendy L. Hagenau, Esq., at Powell Goldstein LLP assists the Company in its restructuring effort. The Company listed $1 million to $10 million in assets and $1 million to $10 million in debts. HAMMOCKS LLC: Files for Chapter 11 Bankruptcy Protection -------------------------------------------------------- Court documents say that William G. Gray has placed The Hammocks LLC, dba Richmond Hill Inn, in bankruptcy before the United States Bankruptcy Court for the Western District of North Carolina (Asheville). According to court documents, Mr. Gray, The Hammocks' owner, said that the loss of the Company's historic mansion to fire on March 20 was valued at $7 million, including $25,000 in oriental rugs, $55,000 in food and wine and an unknown amount to replace a portrait of Gabrielle Pearson, the wife of the congressman and ambassador who built the original Victorian mansion in 1889. Mr. Gray said in court documents that The Hammocks had about $7.9 million in total debts. The Asheville Citizen-Times relates that Mr. Gray listed assets of more than $16 million. Jason Sandford at Mountain Xpress Files reports that Albert and Marge Michel, the former owners of The Hammocks initiated foreclosure proceedings after Mr. Gray fell behind on an owner- financed, $8.8 million deed of trust. Mr. Gray still owed $6.9 million, says Mountain Xpress. Before the fire, The Hammocks was scheduled to be auctioned on April 16, states the report. Mr. Gray then filed a civil lawsuit against the Michels, alleging fraud and claiming that the Michels hadn't disclosed that there'd been hundreds of leaks in the plumbing system for the mansion and guest cottages, even though the problems were discovered in 2006. The Michels, according to the report, denied Mr. Gray's allegations. County officials are also seeking $64,000 in unpaid property taxes for 2008, Mountain Xpress relates, citing Buncombe County Tax Director Gary Roberts. The Hammocks LLC, dba Richmond Hill Inn, is based in North Carolina. HAMMOCKS LLC: Case Summary & 20 Largest Unsecured Creditors ----------------------------------------------------------- Debtor: The Hammocks, LLC dba Richmond Hill Inn 87 Richmond Hill Drive Asheville, NC 28806 Bankruptcy Case No.: 09-10332 Chapter 11 Petition Date: March 25, 2009 Court: United States Bankruptcy Court Western District of North Carolina (Asheville) Judge: George R. Hodges Debtor's Counsel: David G. Gray, Esq. judyhj@bellsouth.net 81 Central Avenue Asheville, NC 28801 Tel: (828) 254-6315 Total Assets: $16,410,707 Total Debts: $7,914,231 The Debtor's Largest Unsecured Creditors: Entity Claim Amount ------ ------------ Journal Communications $21,975 361 Mallory Station Rd., Suite 102 Franklin, TN 37067 David Worley, CPA $15,000 P.O. Box 2101 Asheville, NC 28802 Carolina First Bank-VIS $9,513 P.O. Box 7968 Columbia, SC 29202-7968 Inland Seafood $8,842 Dedric Fitch $6,985 Progress Energy $6,150 AT&T $5,332 PSNC Energy $5,280 SYSCO $5,195 Resort Data Process. $5,000 Susan Zimmerman $4,797 David Austin $4,058 Patricia Israel $3,223 Sharon Olson $3,147 Main Street Online $3,060 Carol King Associates $3,024 Gateway Park Ent. $3,000 Sara Hodgdon $2,862 A Look at Asheville $2,600 Perry Hendrix $2,271 The petition was signed by William G. Gray, member and manager. HARRAH'S ENTERTAINMENT: Owners Hedge Against Bankruptcy ------------------------------------------------------- Harrah's Entertainment Inc.'s owners, private-equity firms Apollo Management LP and TPG Inc., are buying debt in order to maintain control of the world's largest casino operator in the event it files for bankruptcy, Jonathan Keehner, Caroline Salas and Jason Kelly of Bloomberg reported, citing people familiar with the matter. Apollo and TPG, which purchased Las Vegas-based Harrah's in a $30.7 billion buyout, have bought about $2 billion of its loans, the people said. They may hold an additional 20% of its "second- lien" notes through a proposed debt exchange, according to a March 5 offering memorandum obtained by Bloomberg News. Adam Cohen, an analyst at debt-research firm Covenant Review LLC, in New York, as cited by the report said, "First-lien debt holders are more likely to get all their money back in a bankruptcy, while holders of second-lien notes may have their claims converted into equity, giving them control of the company." By amassing Harrah's debt, Apollo and TPG may be able to retain control of the company in a bankruptcy. The buyout firms are considering buying more of the debt, according to the offering memo. Under the absolute priority rule of the Bankruptcy Code, secured creditors have priority over a company's unsecured creditors to the extent of the value of their collateral. Unsecured creditors, on the other hand, stand ahead of investors in the receiving line and their claims must be satisfied before any investment loss is compensated. In some cases where investors are "out of the money", investors purchase debt to keep control of the company. Investors could also provide additional financing in exchange of stock of the reorganized company. Bloomberg states that according to Jonathan Macey, a professor of corporate finance and securities law at Yale University, in New Haven, Connecticut, Apollo and TPG's strategy may set up a conflict with other equity investors in Harrah's. He added, "That could pit a buyout firm against other equity investors or creditors if the company files bankruptcy." About Harrah's Entertainment Las Vegas, Nevada-based Harrah's Entertainment, Inc. -- http://www.harrahs.com-- operates nearly 40 casinos across the United States, primarily under the Harrah's(R), Caesars(R) and Horseshoe(R) brand names; Harrah's also owns the London Clubs International family of casinos and the World Series of Poker(R). Private equity firms Apollo Global Management and TPG Capital LP acquired Harrah's in January for $31 billion. At Sept. 30, 2008, the company's consolidated condensed balance sheets showed total assets of $37.0 billion, total liabilities of $33.4 billion and stockholders' equity of $3.6 billion. For three months ended Sept. 30, 2008, the company reported net loss of $129.7 million compared with net income of $244.4 million for the same period in the previous year. For nine months ended Sept. 30, 2008, the company posted net loss of $100.9 million compared with net income of $667.2 million for the same period in the previous year. The company's cash and cash equivalents, including funds borrowed during the quarter under its credit facilities, totaled approximately $1.0 billion at Sept. 30, 2008, compared to $654.7 million at Sept. 30, 2007. * * * As reported by the TCR on March 10, 2009, Standard & Poor's Ratings Services lowered its corporate credit rating on Las Vegas- based Harrah's Entertainment Inc. and its wholly owned subsidiary, Harrah's Operating Co. Inc., to 'CC' from 'CCC'. The rating outlook is negative. At the same time, S&P lowered the issue- level rating on each of HOC's outstanding senior secured second- priority and senior unsecured debt issues to 'C', from 'CCC-' and 'CC', respectively. S&P also lowered the issue-level rating on Caesars Entertainment Inc.'s subordinated debt issues to 'C' from 'CC'. In addition, S&P placed the 'B-' issue-level rating for HOC's senior secured first-lien credit facilities on CreditWatch with negative implications. These actions follow Harrah's announcement that it is offering to exchange up to $2.8 billion of new 10% senior secured second- priority notes due 2018 for a portion (or potentially all in some cases) of each of the outstanding senior unsecured and subordinated notes in the company's capital structure. HEREFORD BIOFUELS: Court OKs Bid Procedures; April 22 Auction Set ----------------------------------------------------------------- The U.S. Bankruptcy Court for the Northern District of Texas approved at a hearing on March 12, 2009, auction and sale procedures for the sale of substantially all of the assets of Hereford Biofuels, L.P., et al., free and clear of all liens and encumbrances. Deadline for submission of bids is April 20. If the seller receives at least two qualified bids, an auction will be held on April 22 at the offices of Jones Day, 2727 N. Harwood Street, in Dallas. A sale hearing is scheduled for April 24, 2009, at 9:30 a.m. at the Earle Cabell Building, 1100 Commerce Street, 14th Floor, in Dallas. Objections to the sale of the Debtors' assets, if any, must be submitted not later than April 20. Hereford Biofuels, L.P. has entered into a stalking horse agreement with Ethanol Europe B.V. dated as of March 20, 2009. Ethanol Europe B.V. has offered to pay (i) an amount equal to $15,000,000, less any Cure Amounts paid by the Purchaser and (ii) the assumption by the Purchaser of the Assumed Liabilities. Bids to be accepted must exceed the aggregate consideration offered pursuant to the Stalking Horse Agreement by at least $400,000. The Debtors will accept "cash only" bids. In accordance with the Bidding Procedures, bids must be accompanied by a certified check or wire transfer payable to the Debtor in the amount of $500,000, as "good faith deposit". A copy of the Court's bid procedures order is available at: http://bankrupt.com/misc/Hereford.BidProceduresOrder.pdf As reported in the Troubled Company Reporter on January 26, 2009, Hereford Biofuels planned to sell its ethanol refinery pursuant to a Section 363 sale process to be approved by the Court. The bankruptcy filing was precipitated by the refusal of one of the project's leading banks to fund its loans, which the company believes is a breach of the bank's financial commitment. Based in Dallas, Hereford Biofuels Holdings, LLC is a unit of Panda Ethanol Inc. which is currently developing six 115 million gallon-per-year denatured ethanol projects located in Texas, Colorado and Kansas. Panda Ethanol's founder is Panda Energy International, an American privately-held company. Hereford Biofuels and three of its debtor-affiliates filed separate petitions for Chapter 11 relief of January 23, 2009 (Bankr. N.D. Tex. Lead Case No. 09-30452). Dan B. Prieto, Esq., Gregory M. Gordon, Esq., and Robert J. Jud, Esq., at Jones Day, represent the Debtors as counsel. Joseph M. Coleman, Esq., and Joseph A. Friedman, Esq., at Kane, Russell, Coleman & Logan, represent the Official Committee of Unsecured Creditors as counsel. When the Debtor filed for protection from its creditors, it listed assets of between $50 million and $100 million, and debts of between $100 million and $500 million. HERITAGE CENTER: Can Use Cash Collateral on Interim Basis --------------------------------------------------------- The Hon. Gloria M. Burns of the United States Bankruptcy Court for the District of New Jersey authorized Heritage Center Inc. to use, on an interim basis, cash collateral securing repayment of secured loans to National City Bank and TD Bank North N.A., until April 30, 2009. The secured lenders asserted $18,920,235 in claims against the Debtor. In addition, the secured lenders have a valid and subsisting first lien and security interest in certain real property in Buckingha Township, Pennsylvania. The secured lenders have made a prima facie showing that they have a properly perfected lien on the Debtor's assets including proceeds. The Debtor said it has an immediate nee to use cash collateral to continue its business operations without interruption to allow it to come up with an effective plan of reorganization. Proceeds of the cash collateral will be used to maintain and preserve its assets, and pay payroll and payroll taxes and insurance expenses in accordance to the budget. Secured lenders will be granted replacement perfected security interest as adequate protection. A hearing will take place on April 27, 2009, at 11:30 a.m., to consider approval of the request. Objection, if any, are due April 20, 2009, by 5:00 p.m. A full-text copy of the Debtor's cash collateral budget is available for free at http://ResearchArchives.com/t/s?3aaf Headquartered in Furlong, Pennsylvania, Heritage Center Inc. filed for Chapter 11 protection on March 12, 2009 (Bankr. D. N.J. Case No. 09-16019). Albert A. Ciardi, III, Esq., Ciardi Ciardi & Astin, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. HERITAGE CENTER: Sells Buckingham Property for $1.5 Million ----------------------------------------------------------- The Hon. Gloria M. Burns of the United States Bankruptcy Court for the District of New Jersey authorized Heritage Center Inc. to sell certain parcels of real property located in Buckingham Township, Pennsylvania, for $1,510,600 to certain individuals -- Shai and Valerie Reichart; Christopher Magaruh and Jennifer Lundberg; James and Angela Lenczycki; and Mehul Dalal -- free and clear of liens, claims and encumbrances. The property is subject to a lien in the amount of $18,840,357 in favor of PNC Bank National Association, as successor-in-interest to National City Bank and TD North Bank, as participant in a certain loan. The Debtor said the sale would allow it to acquire money that it can put aside for distribution to creditors. Any objections to the sale of property are overruled, Judge Burns said. He said that the Debtor may pay at settlement all closing costs associated with the property including real estate taxes, commissions, all transfer tax and other fees. A full-text copy of the list of lot numbers, closing date, buyers, sale price and deposit for each parcel is available for free at: http://ResearchArchives.com/t/s?3aae Headquartered in Furlong, Pennsylvania, Heritage Center Inc. filed for Chapter 11 protection on March 12, 2009 (Bankr. D. N.J. Case No. 09-16019). Albert A. Ciardi, III, Esq., Ciardi Ciardi & Astin, P.C., represents the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. HOME BISTRO: Files for Chapter 11 Bankruptcy Protection ------------------------------------------------------- Dan Heath at The Press Republican reports that Home Bistro Foods Inc. has filed for Chapter 11 bankruptcy protection. The Press Republican relates that Francis Brennan at Nolan and Heller LLP, who assist the Company in its restructuring effort, blamed his client's collapse on the economic downturn, because its business is driven by discretionary consumer spending. Citing Mr. Brennan, the report states that as consumers looked for ways to save money, sales declined and caused an adverse effect on Home Bistro's cash flow. The Development Corp., Home Bistro's landlord and a creditor, said in a press release that it was made aware of the filing on Monday last week. Court documents say that The Development Corp. is one of Home Bistro's four secured creditors. The Press Republican states that other funding streams were through the North Country Alliance and other local lenders. Home Bistro has until April 4 to file schedules of assets and liabilities, current income and expenses, executory contracts and unexpired leases, and a statement of financial affairs, The Press Republican relates, citing Mr. Brennan. Plattsburgh-based Home Bistro Foods Inc. cooks and prepares gourmet meals that are flash frozen and shipped throughout the continental United States. The Company was founded in Vermont in 1999. It moved to The Development Corp.'s Banker Road Industrial Park, part of the Clinton County Empire Zone, in 2003. The Company has 60 full-time and eight part-time employees. HUNTER FAN: S&P Puts 'B' Corp. Credit Rating on Negative Watch -------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on Memphis, Tennessee-based Hunter Fan Co., including its 'B' corporate credit rating, on CreditWatch with negative implications. The CreditWatch placement means that S&P could lower or affirm the ratings following the completion of S&P's review. As of Feb. 2, 2009, the Company had about $227 million of total debt. "The CreditWatch listing reflects S&P's concerns about Hunter Fan's tight covenant cushion and its ability to reduce debt leverage, given the weak U.S. housing market and economy," said Standard & Poor's credit analyst Rick Joy. As of Feb. 2, 2009, S&P estimates total adjusted debt to EBITDA remained high at about 7.4x. S&P is also concerned that covenant cushion will weaken further as the required level for Hunter Fan's net debt leverage covenant steps down as of Oct. 31, 2009. "Although S&P expects the company's margins will benefit from cost-reduction actions, S&P believes near-term operating performance is likely to remain challenging, given the current weak economic environment," he continued. To resolve the CreditWatch listing, Standard & Poor's will focus on Hunter Fan's ability to restore adequate covenant cushion and improve financial metrics. HUNTSMAN CORP: Pays $15 Mil. in Consulting Fees to Jon Huntsman --------------------------------------------------------------- Peter Lattman at The Wall Street Journal reports that Huntsman Corp. has paid $15 million in consulting fees to its founder, chairperson, and major shareholder Jon Huntsman, for his work in settling a lawsuit against Apollo Management LP over a failed leveraged buyout. According to WSJ, that the payment has raised the eyebrows of corporate-governance experts and Huntsman's shareholders at a time when corporate decisions about executive pay have caused a public outrage. "As a large shareholder, it's in Mr. Huntsman's financial interest to get the best possible settlement. Why would you pay him so much money for something he's already economically motivated to do?" WSJ quoted University of Delaware's Weinberg Center for Corporate Governance director, Charles Elson. WSJ relates that Nolan Archibald, a Huntsman board member and the chief of its compensation committee, responded, "Jon single- handedly negotiated this settlement and, I believe, saved the company in doing so." The payment wasn't a bonus, but rather a consulting fee equivalent to 1.5% of the settlement, the report states, citing Mr. Archibald. Huntsman paid its litigation counsel, Vinson & Elkins, about $43 million in fees, WSJ states. About Huntsman Headquartered in Salt Lake City, Utah, Huntsman Corporation (NYSE: HUN) -- http://www.huntsman.com/-- is a manufacturer of differentiated chemical products and inorganic chemical products. The company operates in four segments: Polyurethanes, Materials and Effects, Performance Products and Pigments. Its products are used in a range of applications, including those in the adhesives, aerospace, automotive, construction products, durable and non- durable consumer products, electronics, medical, packaging, paints and coatings, power generation, refining, synthetic fiber, textile chemicals and dye industries. Its Latin American operations are in Argentina, Brazil, Chile, Colombia, Guatemala, Panama and Mexico. * * * As reported by the Troubled Company Reporter on March 19, 2009, Standard & Poor's Ratings Services said it lowered its ratings on Salt Lake City, Utah-based Huntsman Corp., including its corporate credit rating to 'B' from 'BB-'. The ratings remain on CreditWatch with negative implications. At the same time, S&P assigned its '5' recovery rating, indicating the expectation of modest recovery (10%-30%) in the event of a default, to Huntsman International LLC's existing $300 million senior unsecured notes. S&P also assigned a '6' recovery rating, indicating the expectation of negligible recovery (0%-10%) in the event of a default, to Huntsman International LLC's existing subordinated notes aggregating $1.285 billion. INDALEX HOLDINGS: Court May Rescind Cash Collateral Order --------------------------------------------------------- Indalex Holdings Finance Corp., has received interim approval to access their lenders' cash collateral on the interim. The Debtors proposed to provide replacement liens as adequate protection to the secured lenders. A final hearing on the Debtors' cash collateral motion is scheduled for April 14. According to Bloomberg's Bill Rochelle, the U.S. Bankruptcy Court for the District of Delaware inserted a provision in the cash collateral order giving the Court the ability to take away the security interests given the lenders in return for the use of cash if the Court were to rule later in the case that the pre-bankruptcy security interests were invalid. The Debtors said that access to cash collateral will enable them to pay ordinary course operating expenses including payments to trade creditors and funding of payroll, to the extent provided for in the budget. The Debtors will use cash pursuant to a budget. A full-text copy of the Debtors' cash collateral budget is available for free at http://ResearchArchives.com/t/s?3a93 As adequate protection, the lenders will be granted replacement liens on all of the right, title and interest of the Debtors property. 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. JEFFERSON COUNTY: Bond Insurers Ask Court to Appoint Receiver ------------------------------------------------------------- Jay Reeves at The Associated Press reports that Jefferson County, Alabama's bond trustee The Bank of New York Mellon, along with Syncora Guarantee Inc. and Financial Guaranty Insurance Co. -- two companies that insured Jefferson County's debt -- have asked a court to appoint a receiver for the county. The insurers, says The AP, have already made millions in bond payments that the county couldn't afford. According to The AP, the bond insurers claimed that corruption and incompetence has pushed the county near financial ruin, while Joe Mays -- the attorney for Jefferson County -- placed the blame on Wall Street financiers. Henry Simpson, the attorney for the bond insurers, told the court that Jefferson County has proven it is incapable of operating the system, citing a string of 21 corruption convictions, bad decisions and waste linked to years of work on sewers, The AP relates. According to The AP, Mr. Simpson said, "The blame may lie on many people who are not here, but we are concerned with the corporate body." The AP notes that Birmingham mayor Larry Langford is currently awaiting trial on federal bribery charges linked to the sewer debt and his time on the Jefferson County Commission. Mr. Langford, according to The AP, allegedly told Wall Street firms that they had to do business with a friend's investment banking company if they wanted to handle the county's bond work. The AP states that Alabama Gov. Bob Riley has asked the Obama administration to provide a form of bond insurance so that Jefferson County could refinance its debt, but hasn't received a response. 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 25, 2009, commissioners Jim Carns and Bobby Humphryes are urging the Jefferson County in Alabama to file for Chapter 9 bankruptcy protection. Jefferson County is struggling with $4 billion in debt related to a series of bond transactions earlier in the decade. According to the TCR 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. JEFFERSON COUNTY: Officials Seek Budget Cuts to Conserve Cash ------------------------------------------------------------- Bloomberg's Kathleen Edwards reports that Jefferson County, Alabama officials have asked department heads to cut their budgets as much as 43% to prevent the county's $300 million general fund from running out of money by June. Bloomberg states that County Commission president Bettye Fine Collins, a Republican, told departments to propose 10% budget cuts and to submit plans for another 33% of cuts on April 1. According to the report, the county's general fund may lose $78 million in annual revenue after an Alabama Circuit Court Judge in January repealed a 0.5% occupational tax and business license tax. The county has appealed the decision. It is continuing to collect the taxes, putting the receipts in an interest-bearing escrow account until a ruling is made. Jefferson County, home to Birmingham, the most populous city in Alabama, faces insolvency after interest rates on more than $3 billion of adjustable-rate sewer bonds surged last year, Bloomberg said. 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. KB TOYS: Co-Founder Donald Kaufman to Auction Off Toys ------------------------------------------------------ KB Toys Inc. co-founder Donald Kaufman is planning to auction off his toy collection, Bloomberg News said. Mr. Kaufman, with his 100-year-old, $40,000 clown car, may be the Yves Saint Laurent of the antique toy world, Bloomberg said. According to the report, among aficionados, the collection of mostly cast-iron vehicles dating back to the 19th century has drawn comparisons to Mr. Laurent's Chinese bronzes. Mr. Laurent's possessions were auctioned last month in Paris for EUR374.4 million ($477 million), defying the sagging art market. The auction is to begin six weeks after KB Toys, controlled by Prentice Capital Management Inc., liquidated its own stock. Mr. Kaufman's father, Harry, and uncle, Joseph, started a candy business in 1922 that the younger Kaufman later helped expand into a 1,300-store chain. KB Toys filed for bankruptcy in December after sales plunged. "It's kind of a sad story when you see a company founded by your father and uncle and the people who bought the company mishandled it and failed," MR. Kaufman said. "I'm glad I got out when I did." Bloomberg's Matt Townsend reports that Mr. Kaufman has amassed 7,000 toys over the past half century. About 1,500 lots, with an estimated value of as much as $4 million, will be sold in a three- day auction at Bertoia Auctions in Vineland, New Jersey. The source says that many pieces are valued at more than $10,000. Others have lower price tags, such as a 1961 Cadillac with an estimate between $800 and $1,000. A 1928 Packard four-door sedan is estimated to fetch between $3,500 and $4,000. Bloomberg relates that Mr. Kaufman sold his stake in KB Toys in 1981. Now he is divesting assets and plans to invest the proceeds. He decided to auction the toys two years ago, before the recession started, and hasn't changed his mind. About KB Toys Headquartered in Pittsfield, Massachusetts, KB Toys, Inc. -- http://www.kbtoys.com-- operates a chain of retail toy stores. On Jan. 14, 2004, the Debtor and 69 of its affiliates filed for protection under Chapter 11 of the Bankruptcy Code, which were administratively consolidated under Case No. 04-10120. Two of the 200 bankruptcy cases remain open, KB Toys Inc. and KB Toy of Massachusetts Inc. In connection with the emergence of KB Toys from bankruptcy in August 2005, and the subsequent organizational restructuring, the assets and operations of may of these prior debtors were transferred among then existing debtor entities and consolidated with KB Toys Group. Furthermore, most of the entities involved were either dissolved or were merged into surviving entities, and several of them changed their names. As a result, nine Debtors and four inactive special purpose units which are not debtors. The company, together with eight of its affiliates, again filed for Chapter 11 on December 11, 2008 (Bankr. D. Del. Lead Case No. 08-13269). Joel A. Waite, Esq., and Matthew Barry Lunn, Esq., at Young, Conaway, Stargatt & Taylor LLP, represent the Debtors in their restructuring efforts. The Debtors proposed Wilmer Cutler Pickering Hale and Dorr LLP as their co-counsel, FTI Consulting Inc. as financial and restructuring advisor, and Epiq Bankruptcy Solutions LLC as claims and noticing agent. According to Bloomberg, KB listed assets of $241 million against debt totaling $362 million in its Chapter 11 petition filed on Dec. 11. The debts include $143 million in unsecured claims; and $200 million in secured claims, including $95.1 million owed to first-lien creditors where General Electric Capital Corp. serves as agent; and $95 million owed to second-lien creditors. As reported by the Troubled Company Reporter on Dec 22. 2008, the Hon. Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware has allowed KB Toys Inc. to start going-out-of-business sales. KB Toys expects the liquidation sales to be completed by Feb. 9, 2009. KS REALTY: Case Summary & 16 Largest Unsecured Creditors -------------------------------------------------------- Debtor: KS Realty, Inc. 12 Emerson Street Hopkinton, MA 01748 Bankruptcy Case No.: 09-10918 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- Pointe Luck, LLC 09-10919 Chapter 11 Petition Date: March 23, 2009 Court: District of New Hampshire (Manchester) Judge: J. Michael Deasy Debtor's Counsel: Jennifer Rood jrood@bernsteinshur.com Bernstein Shur 670 N. Commercial St., Ste 108 PO Box 1120 Manchester, NH 03105-1120 Tel: (603) 623-8700 Fax: (603) 623-7775 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ DT Liquidation Trust Stock redemption $5,500,000 c/o Fletcher Tilton & agreement; Notes Whipple, PC A and B 370 Main Street Worcester, MA 01608 Town of Wolfeboro Real estate taxes $524,653 9 Union Street for the years P.O. Box 629 2006 through 2009 Wolfeboro, NH 03894 Mildred H. McAvoy Trust Unsecured loan $214,000 c/o Fletcher Tilton & Whipple, PC 370 Main Street Worcester, MA 01608 BC Underwood LLC Real estate $360,000 counseling/ appraisal McLane, Graf, Raulerson & Legal services $88,000 Middleton PA T. Buck Construction Inc. Construction $38,000 services Darmody, Merlino & Co., LLP Accounting $25,000 services Rourke Builders LLC Model home $25,000 construction White Mountain Survey Co., Engineering $20,022 Inc. services Nixon, Raiche, Vogelman, Legal services $15,942 Barry & Slawsky M & M Associates Advertising $9,500 Wolfeboro Oil Co., Inc. Removal of $9,355 underground tank Albee Contractors, Inc. Snow plowing $6,592 services Fletcher, Tilton & Whipple Legal services $4,125 A.J. Investments, Inc Construction $3,157 services One Beacon Insurance Insurance $2,766 premiums The petition was signed by Donald R. Satterfield, president. LEHMAN BROTHERS: Examiner Seeks Information from JPMorgan Chase --------------------------------------------------------------- Lehman Brothers Holdings Inc. examiner Anton Valukas asked JPMorgan Chase & Co. to turn over documents and provide information in his probe of how the fourth-largest investment bank collapsed into bankruptcy. Karen Gullo of Bloomberg, reports that Mr. Valukas and JPMorgan obtained an order from the U.S. Bankruptcy Court for the Southern District of New York protecting the confidentiality of sensitive information that may be disclosed to the examiner, including certain securities, loans or instruments of Lehman's now held by JPMorgan, according to the filing. Bloomberg says that according to court filings, JPMorgan, the main lender and clearing agent for Lehman, has been blamed for the firm's collapse by its creditors. Lehman Brothers' Collapse Founded in 1850, Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States, offering a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555) after Barclays PLC and Bank of America Corp. backed out of a deal to acquire the company, and the U.S. Treasury refused to provide financial support that would have eased out a sale. Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several affiliates filed bankruptcy petitions thereafter. On Sept. 19, 2008, Lehman Brothers, Inc., was placed in liquidation pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119). James W. Giddens was appointed trustee for the SIPA liquidation of the business of LBI. Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code on February 10, 2009. Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc., estimated both its assets and liabilities at more than $1 billion. LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, has been placed into administration, together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to wind down the business of LBI (Europe) on Sept. 15, 2008. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. The two units have combined liabilities of JPY4 trillion -- US$38 billion. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited suspended operations upon the bankruptcy filing of their U.S. counterparts. Asset Sales Barclays Bank Plc has acquired Lehman's North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only US$2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LEHMAN BROTHERS: Naked Short Selling Blamed for Collapse -------------------------------------------------------- The biggest bankruptcy in history might have been avoided if Wall Street had been prevented from practicing one of its darkest arts, Gary Matsumoto of Bloomberg reported. Former Chief Executive Officer Richard Fuld, as cited by the report said that naked short selling -- coupled with "unsubstantiated rumors" -- played a role in his firm's demise. As Lehman Brothers Holdings Inc. struggled to survive last year, as many as 32.8 million shares in the company were sold and not delivered to buyers on time as of Sept. 11, according to data compiled by the Securities and Exchange Commission and Bloomberg. According to the report, the SEC has linked such so-called fails- to-deliver to naked short selling, a strategy that can be used to manipulate markets. A fail-to-deliver is a trade that doesn't settle within three days. Bloomberg explains that short sellers arrange to borrow shares, then dispose of them in anticipation that they will fall. They later buy shares to replace those they borrowed, profiting if the price has dropped. Naked short sellers don't borrow before trading -- a practice that becomes evident once the stock isn't delivered. Such trades can generate unlimited sell orders, overwhelming buyers and driving down prices, according to the report, citing Susanne Trimbath, a trade settlement expert and president of STP Advisory Services, an Omaha, Nebraska-based consulting firm. The SEC last year started a probe into what it called "possible market manipulation" and banned short sales in financial stocks as the number of fails-to-deliver climbed, the report added. While naked short sales resulting from errors aren't illegal, using them to boost profits or manipulate share prices breaks exchange and SEC rules and violators are subject to penalties, said Bloomberg. Lehman Brothers' Collapse Founded in 1850, Lehman Brothers Holdings Inc. -- http://www.lehman.com/-- was the fourth largest investment bank in the United States, offering a full array of financial services in equity and fixed income sales, trading and research, investment banking, asset management, private investment management and private equity. Its worldwide headquarters in New York and regional headquarters in London and Tokyo are complemented by a network of offices in North America, Europe, the Middle East, Latin America and the Asia Pacific region. Lehman filed for chapter 11 on Sept. 15, 2008 (Bankr. S.D.N.Y. Case No. 08-13555) after Barclays PLC and Bank of America Corp. backed out of a deal to acquire the company, and the U.S. Treasury refused to provide financial support that would have eased out a sale. Lehman's bankruptcy petition listed $639 billion in assets and $613 billion in debts, effectively making the firm's bankruptcy filing the largest in U.S. history. Several affiliates filed bankruptcy petitions thereafter. On Sept. 19, 2008, Lehman Brothers, Inc., was placed in liquidation pursuant to the provisions of the Securities Investor Protection Act (Case No. 08-CIV-8119). James W. Giddens was appointed trustee for the SIPA liquidation of the business of LBI. Lehman Brothers Finance AG, aka Lehman Brothers Finance SA, filed a petition under Chapter 15 of the U.S. Bankruptcy Code on February 10, 2009. Lehman Brothers Finance, a subsidiary of Lehman Brothers Inc., estimated both its assets and liabilities at more than $1 billion. LBHI's U.S. bankruptcy cases are handled by Judge James M. Peck. Harvey R. Miller, Esq., Richard P. Krasnow, Esq., Lori R. Fife, Esq., Shai Y. Waisman, Esq., and Jacqueline Marcus, Esq., at Weil, Gotshal & Manges, LLP, in New York, represent Lehman. Epiq Bankruptcy Solutions serves as claims and noticing agent. Lehman Brothers International (Europe), the principal UK trading company in the Lehman group, has been placed into administration, together with Lehman Brothers Ltd., LB Holdings PLC and LB UK RE Holdings Ltd. Tony Lomas, Steven Pearson, Dan Schwarzmann and Mike Jervis, partners at PricewaterhouseCoopers LLP, have been appointed as joint administrators to wind down the business of LBI (Europe) on Sept. 15, 2008. Lehman Brothers Japan Inc. and Lehman Brothers Holdings Japan Inc. filed for bankruptcy in the Tokyo District Court on Sept. 16. The two units have combined liabilities of JPY4 trillion -- US$38 billion. Akio Katsuragi, a former Morgan Stanley executive, runs Lehman's Japan units. Lehman Brothers Asia Limited, Lehman Brothers Securities Asia Limited and Lehman Brothers Futures Asia Limited suspended operations upon the bankruptcy filing of their U.S. counterparts. Asset Sales Barclays Bank Plc has acquired Lehman's North American investment banking and capital markets operations and supporting infrastructure for US$1.75 billion. Nomura Holdings Inc., the largest brokerage house in Japan, on Sept. 22 reached an agreement to purchased Lehman Brothers Holdings, Inc.'s operations in Europe and the Middle East less than 24 hours after it reached a deal to buy Lehman's operations in the Asia Pacific for US$225 million. Nomura paid only US$2 dollars for Lehman's investment banking and equities businesses in Europe, but agreed to retain most of Lehman's employees. Bankruptcy Creditors' Service, Inc., publishes Lehman Brothers Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lehman Brothers Holdings, Inc. and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LNR PROPERTY: S&P Puts 'B+' Counterparty Rating on Negative Watch ----------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on LNR Property Holdings Ltd. and LNR Property Corp., including the 'B+' long-term counterparty credit rating and 'BB' senior secured debt rating, on CreditWatch with negative implications. "The CreditWatch reflects LNR's weakened capital position as it grapples with the global downturn in commercial real estate," said Standard & Poor's credit analyst Adom Rosengarten. Impairments on commercial mortgage-backed securities investments have significantly diminished capital levels and leave little cushion for losses if the company needs to sell assets to raise liquidity. Cash flows have been pressured, but currently remain adequate to cover fixed obligations, and LNR is in compliance with all covenants associated with its senior-secured borrowings. However, nonservicing cash flow could be squeezed if asset quality continues to deteriorate. Delinquencies, while still at a relatively low level, have accelerated materially during the past year, mirroring the global downturn in CRE. In addition, the depressed market value of CRE assets has reduced the value of collateral backing LNR's senior- secured loans. S&P is currently reviewing the recovery prospects for these facilities. This review may result in us lowering S&P's counterparty credit and/or senior secured debt ratings on LNR by one or more notches. LYONDELL CHEMICAL: Liberty Wants to End Insurance Coverage ---------------------------------------------------------- Bankruptcy Law360 reports that Liberty Surplus Insurance Co. asked the U.S. Bankruptcy Court for the Southern District of New York to lift the automatic stay and allow its insurance policies with Lyondell Chemical Co. to expire. Liberty Surplus, the report says, explained it no longer wants to continue to provide coverage to the Debtors. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries -- http://www.lyondellbasell.com/-- the world's third largest independent chemical company. Lyondellbasell produces polypropylene and advanced polyolefins products, is a leading supplier of polyethylene, and a global leader in the development and licensing of polypropylene and polyethylene processes and related catalyst sales. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. About a year after completing the merger, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc., filed for Chapter 11. LyondellBasell is not part of the bankruptcy filing. LyondellBasell's non-U.S. operating entities are also not included in the Chapter 11 filing. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) LYONDELL CHEMICAL: Will Close Chocolate Bayou Complex by August 4 ----------------------------------------------------------------- Azom.com reports that LyondellBasell Industries AF SCA will permanently close its Chocolate Bayou olefins complex near Alvin, Texas, by August 4, 2009, due to reduced projections for olefins demand, the limited feedstock flexibility of the site, high fixed costs due to scale and high costs related to the site service agreements. Chocolate Bayou has been shut down since December 2008, Azom.com relates. The report states that LyondellBasell exercised an option under Chapter 11 to reject the site lease and to permanently shut down the unit. LyondellBasell, says the report, has secured the approval of the U.S. Bankruptcy Court for the Southern District of New York. Azom.com relates that LyondellBasell's other six crackers will provide sufficient volumes to meet the need of clients. According to Azom.com, site personnel are developing a transition plan for the transfer of the site to Solutia. Basell AF and Lyondell Chemical Company merged operations in 2007 to form LyondellBasell Industries -- http://www.lyondellbasell.com/-- the world's third largest independent chemical company. Lyondellbasell produces polypropylene and advanced polyolefins products, is a leading supplier of polyethylene, and a global leader in the development and licensing of polypropylene and polyethylene processes and related catalyst sales. LyondellBasell became saddled with debt as part of the US$12.7 billion merger. About a year after completing the merger, LyondellBasell Industries' U.S. operations and one of its European holding companies -- Basell Germany Holdings GmbH -- filed voluntary petitions to reorganize under Chapter 11 of the U.S. Bankruptcy Code on January 6, 2009, to facilitate a restructuring of the company's debts. The case is In re Lyondell Chemical Company, et al., Bankr. S.D. N.Y. Lead Case No. 09-10023). Seventy-nine Lyondell entities, including Equistar Chemicals, LP, Lyondell Chemical Company, Millennium Chemicals Inc., and Wyatt Industries, Inc., filed for Chapter 11. LyondellBasell is not part of the bankruptcy filing. LyondellBasell's non-U.S. operating entities are also not included in the Chapter 11 filing. The Hon. Robert E. Gerber presides over the case. Deryck A. Palmer, Esq., at Cadwalader, Wickersham & Taft LLP, in New York, serves as the Debtors' bankruptcy counsel. Evercore Partners serves as financial advisors, and Alix Partners and its subsidiary AP Services LLC, serves as restructuring advisors. AlixPartners' Kevin M. McShea acts as the Debtors' Chief Restructuring Officer. Clifford Chance LLP serves as restructuring advisors to the European entities. Lyondell Chemical estimated that consolidated assets total US$27.12 billion and debts total US$19.34 billion as of the bankruptcy filing date. Bankruptcy Creditors' Service, Inc., publishes Lyondell Bankruptcy News. The newsletter tracks the chapter 11 proceeding undertaken by Lyondell Chemical Company and its various affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) MAGNA ENTERTAINMENT: Pays $1MM Bond to OSRC, Saves Thistledown -------------------------------------------------------------- Tom LaMarra at BloodHorse.com reports that Magna Entertainment Corp. has paid a $1 million bond to the Ohio State Racing Commission on Friday. According to D'Arcy Egan at Plain Dealer Reporter, Thistledown would have to shut down its daily simulcast racing programs Saturday had Magna Entertainment failed to post a $1 million liability bond by Friday. BloodHorse.com relates that Magna Entertainment's Thistledown operation would have lost its operating permit. BloodHorse.com says that the OSRC requires bonds of racetracks to cover payments and potential revenue losses should meets not be held for any reason. BloodHorse.com states that Magna Entertainment said during a March 19 meeting with the OSRC that the Company's ongoing Chapter 11 bankruptcy proceeding made securing the bond difficult. Proposed Bidding Process for Racetracks Hits Snag Ryan Conley at BloodHorse.com reports that PNC Bank, Wells Fargo Bank, and Bank of Montreal have filed objections over Magna Entertainment's proposed bidding process to sell racetracks -- including Pimlico Race Course, Santa Anita Park, and Golden Gate Fields -- and other assets. BloodHorse.com relates that PNC Bank, Wells Fargo Bank, and Bank of Montreal hold liens on the racetracks. According to BloodHorse.com, the banks claimed that the proposed bidding process will fail to bring optimum results, as Magna Entertainment's terms for the proposed auction are too broad or too confusing. Citing PNC Bank, BloodHorse.com says that Magna Entertainment is seeking not to sell the assets outright, but rather stock, membership, and partnership interests. The report quoted PNC Bank as saying, "This inconsistency renders the (bidding motion) very confusing. The proposed transaction will effectively chill all meaningful bidding and will not result in any meaningful sale since there will be very few, if any, purchasers who would be willing to purchase interests in the debtors as opposed to the specific assets. . . . The method selected by the debtors for offering the Pimlico/Preakness assets for sale . . . will result in a much lower proposed sales price for such assets than would result if the debtors immediately offered (them) for sale along with the revenues to be generated by the Preakness." Frank Angst at Thoroughbred Times quoted PNC Bank as saying, "If the Pimlico/Preakness assets were sold prior to the Preakness race [on May 16], the assets would yield a significantly higher purchase price than if the assets are offered for sale after the Preakness race since the bulk of the revenues that Pimlico Race Course generates result from the Preakness race itself." Magna Entertainment, says Thoroughbred Times, has proposed that it would accept bids until July 7 and disclose winners on August 7. Wells Fargo Bank, BloodHorse.com relates, claimed that the terms under which Magna Entertainment proposes to conduct the bidding are too vague, saying that "the bidding procedures do not actually require the debtors to consummate a sale pursuant to their terms; as such, the bidding procedures motion merely asks the court to enter an order granting the debtors the unremarkable authority to 'maybe' enter into auction if they believe it will be beneficial to the estates." BloodHorse.com, citing Wells Fargo, states that the bid process lets Magna, among other things, modify the procedures at any time, pursue arrangements with bidders outside the auction process, change the date of the auction, reject bids, and withdraw assets from the auction "at any time for any reason. . . . The wide latitude . . . will detract otherwise willing bidders from participating in the auction process. Because the debtors are free to deal with potential purchasers outside the auction, there is no incentive to participate in the auction itself. Without this incentive, the auction is destined to fail." According to BloodHorse.com, Bank of Montreal had the same arguments with PNC Bank and Wells Fargo Bank. About Magna Entertainment Based in Aurora, Ontario, Magna Entertainment Corp. is North America's largest owner and operator of horse racetracks, based on revenue. The Company develops, owns and operates horse racetracks and related pari-mutuel wagering operations, including off-track betting facilities. MEC also develops, owns and operates casinos in conjunction with its racetracks where permitted by law. MEC owns and operates AmTote International, Inc., a provider of totalisator services to the pari-mutuel industry, XpressBet(R), a national Internet and telephone account wagering system, as well as MagnaBet(TM) internationally. Pursuant to joint ventures, MEC has a fifty percent interest in HorseRacing TV(R), a 24-hour horse racing television network, and TrackNet Media Group LLC, a content management company formed for distribution of the full breadth of MEC's horse racing content. As of December 31, 2008, the Company had total assets of $1,049,387,000 and total debts of $958,591,000. Following its failure to meet obligations to lenders led by PNC Bank, National Association, and Wells Fargo Bank, National Association, and controlling shareholder MI Developments Inc.'s decision not to provide further financial backing, Magna Entertainment Corp. and 24 affiliates filed for Chapter 11 on March 5, 2009 (Bankr. D. Del., Lead Case No. 09-10720). Marcia L. Goldstein, Esq., Brian S. Rosen, Esq., at Weil, Gotshal & Manges LLP, have been engaged as bankruptcy counsel. L. Katherine Good, Esq., and Mark D. Collins, Esq., at Richards, Layton & Finger, P.A., are the Debtors' local counsel. Miller Buckfire & Co. LLC, has been tapped as financial advisor and Kurtzman Carson Consultants LLC, as claims agent. MASONITE INTERNATIONAL: To Exit Bankruptcy End by August -------------------------------------------------------- Masonite International Corp. must exit bankruptcy by August under a plan that would cut its debt by almost $2 billion, Steven Church of Bloomberg reported. The source says that according to court records, the timetable is part of the reorganization plan Masonite spent eight months negotiating with banks and bondholders. U.S. Bankruptcy Judge Peter Walsh agreed to consider in April whether the disclosure statement explaining the plan contains enough information. Objections to the disclosure statement are due April 13, which is four days before the hearing. The company has until April 25 to win Judge Walsh's approval of the disclosure statement, designed to help creditors decide whether to vote in favor of the reorganization, said Bloomberg. Masonite said it has support from 75% of lenders and 83% of noteholders for the plan, which would give them the company in exchange for eliminating debt they are owed. The Debtors have asked the U.S. Bankruptcy Court for the District of Delaware to establish these dates and deadlines in connection with their prepackaged Chapter 11 plan: April 22, 2009 -- Voting record date April 24, 2009 -- Deadline for distributing solicitation packages, including Ballots, Beneficial Holder Ballots, and Master Ballots, to Holders of Claims entitled to vote on the Plan April 27, 2009 -- The last date by which the Debtors will publish notice of the Confirmation Hearing May 12, 2009 -- The date by which the Debtors must file the Plan Supplement with the Court and serve the 2002 List with a notice that will (i) inform the parties that the Debtors filed the Plan Supplement, (ii) list the information contained in the Plan Supplement, and (iii) explain how parties may obtain copies of the Plan Supplement May 25, 2009 -- Deadline by which all Ballots and Master Ballots must be properly executed, completed and delivered so that they are actually received by Financial Balloting Group, LLC -- Deadline by which objections to the Plan must be filed with the Court May 28, 2009 -- Date by which the Debtors must file the Voting Report with the Court June 1, 2009 -- Confirmation Hearing Date A full-text copy of the Prepackaged Plan is available for free at http://bankrupt.com/misc/masonite_plan.pdf A full-text copy of the Disclosure Statement is available for free at http://bankrupt.com/misc/masonite_ds.pdf About Masonite International Based in Ontario, Canada, Masonite International Corporation -- http://www.masonite.com/-- (TSE:MHM) is a vertically integrated producer, manufacturing key components of doors, including composite molded and veneer door facings, glass door lites and cut stock. The company provides these products to its customers in more than 70 countries around the world. The company is a wholly owned subsidiary of Masonite International Inc. It offers a range of interior and exterior doors. Masonite Canada operates Masonite International's Canadian subsidiaries, well as certain other non- United States subsidiaries. Masonite International, Inc., and six affiliates filed petitions on March 16, 2009, before the Ontario Superior Court of Justice (Commercial List) under the Companies' Creditors Arrangement Act. The Honorable Justice Campbell presides over the CCAA proceedings. Derrick Tay and Orestes Pasparakis at Ernst & Young, Inc. serve as monitor. Jay A. Carfagnini, Esq., and Brian F. Emprey, Esq., at Goodmans LLP in Toronto, serve as the Applicants' counsel. Masonite Corporation, based in Tampa, Florida, and several U.S. affiliates filed for Chapter 11 bankruptcy protection on the same day (Bankr. D. Del. Case No. 09-10844). Judge Peter J. Walsh handles the cases. Richard M. Cieri, Esq., Jonathan S. Henes, Esq., and Christopher J. Marcus, Esq., at Kirkland & Ellis LLP; and Daniel J. DeFranceschi, Esq., Jason M. Madron, Esq., and Katisha D. Fortune, Esq., at Richards, Layton & Finger, P.A., serve as bankruptcy counsel. The Debtors' Investment Banker and Financial Advisor is Perella Wenberg Partners LLP; the Debtors' Restructuring Advisors is Alvarez & Marsal North American LLC; and the Debtors' Claims Agent is Kurtzman Carson Consultants LLC. As of January 31, 2009, the Debtors had total assets of $1,527,495,443 and total debts of $2,641,590,842. The Debtors filed with the Bankruptcy Court a pre-negotiated reorganization plan together with their petitions. The Plan provides that Masonite's existing senior secured obligations will be converted on a pro rata basis subject to the election of each existing holder of Senior Secured Obligations into: (i) a new first-priority senior secured term loan; (ii) a new second- priority senior secured PIK loan; and (iii) 97.5% of the common equity of the reorganized Masonite. Holders of Masonite's existing senior subordinated notes will be allocated 2.5% of the common equity in the reorganized Masonite plus warrants for 17.5% of the common stock of the reorganized Company, subject to dilution under certain conditions. Holders of Class 5 General Unsecured Claims under the Plan will be unimpaired and is expected to recover 100% under the Plan. Bankruptcy Creditors' Service, Inc., publishes Masonite Bankruptcy News. The newsletter tracks the CCAA proceedings in Canada and parallel chapter 11 proceedings in Delaware undertaken by company and its various affiliates. http://bankrupt.com/newsstand/or 215/945-7000) MERUELO MADDUX: Case Summary & 20 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Meruelo Maddux Properties, Inc. 761 Terminal Street Building 1 2nd Fl Los Angeles, CA 90021 Bankruptcy Case No.: 09-13356 Debtor-affiliates that filed separate Chapter 11 petitions on March 26, 2009: Entity Case No. ------ -------- Meruelo Maddux Properties - 12385 San Fernando 09-13338 Road LLC Debtor-affiliates that filed separate Chapter 11 petitions on March 27, 2009: Entity Case No. ------ -------- Meruelo Farms LLC 09-13358 Meruelo Maddux - 3rd & Omar Street LLC 09-13359 Meruelo Maddux - 420 Boyd Street LLC 09-13360 Meruelo Maddux - 500 Mateo Street LLC 09-13361 Meruelo Maddux - 915-949 S. Hill Street LLC 09-13362 Meruelo Maddux Properties - 760 S. Hill Street LLC 09-13363 Meruelo Madddux Properties - 1919 Vineburn Street 09-13364 Meruelo Maddux - 2415 E. Washington Blvd, LLC 09-13365 Meruelo Wall Street LLC 09-13366 Meruelo Maddux - 5500 Flotilla Street, LLC 09-13367 Santa Fe Commerce Center Inc. a CA Corp. 09-13368 Meruelo Maddux - Mission Boulevard LLC 09-13369 Meruelo Maddux Properties - 306-330 N. Avenue 21 09-13370 Meruelo Maddux Properties - 2131 Humboldt Street 09-13371 Meruelo Maddux Properties - 1009 N. Citrus Avenue 09-13372 Merco Group - 3185 E. Washington Boulevard, LLC 09-13373 Meruelo Maddux Properties - 1060 N. Vignes, LLC 09-13374 Merco Group - 2040 Camfield Avenue, LLC 09-13375 National Cold Storage, LLC 09-13376 Wall Street Market, LLC 09-13377 Merco Group - 801 E. 7th Street, LLC 09-13378 Santa Fe & Washington Market, LLC 09-13379 Merco Group - 146 E. Front Street, LLC 09-13380 Merco Group - 5707 S. Alameda, LLC 09-13381 Merco Group - 1211 E. Washington Boulevard LLC 09-13382 Meruelo Maddux Properties - 2951 Lenwood Road LLC 09-13383 Merco Group - 1308 S. Orchard, LLC 09-13384 Merco Group - Ceres Street Produce, LLC 09-13385 Meruelo Baldwin Park, LLC 09-13386 Meruelo Maddux Properties, L.P. 09-13387 Meruelo Maddux Construction, Inc. 09-13388 Meruelo Maddux - 230 W. Avenue 26, LLC 09-13389 Meruelo Maddux Management, LLC 09-13390 Meruelo Maddux - 817-825 S. Hill Street, LLC 09-13391 MMP Ventures, LLC 09-13392 Meruelo Maddux - 1000 E. Cesar Chavez, LLC 09-13393 Alameda Produce Market, LLC 09-13394 788 South Alameda, LLC 09-13395 905 8th Street, LLC 09-13396 2640 Washington Boulevard, LLC 09-13397 Merco Group -1500 Griffith Avenue, LLC 09-13398 Merco Group - 4th Street Center, LLC 09-13399 Merco Group - 425 West 11th Street, LLC 09-13400 Merco Group - 620 Gladys Avenue, LLC 09-13401 Meruelo Maddux - 336 W. 11th Street, LLC 09-13402 Merco Group - 2001-2021 West Mission Boulevard LLC 09-13403 Merco Group - 2529 Santa Fe Avenue, LLC 09-13404 Merco Group - Little J, LLC 09-13405 Merco Group, LLC 09-13406 Merco Group - Southpark, LLC 09-13407 Merco Group - Overland Terminal, LLC 09-13434 Meruelo Maddux - 555 Central Avenue, LLC 09-13439 Type of Business: The Debtors engage in residential, commercial and industrial development. See http://www.meruelomaddux.com/ Court: United States Bankruptcy Court Central District of California (San Fernando Valley) Judge: Kathleen Thompson Debtor's Counsel: John J. Bingham, Jr., Esq. jbingham@dgdk.com 2029 Century Park East, Third Floor Los Angeles, CA 90067 Tel: (310) 277-0077 Fax: (310) 277-5735 The Debtors' financial condition as of December 31, 2008: Estimated Assets: $681,769,000 Estimated Debts: $342,022,000 The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Sorenson Group Management Unsecured debt on $6,189,589 c/o Primary Residental bank loan Mortgage Attn: Christy 4750 West Wiley Post Way Ste 200 Salt Lake City, UT 84116 Meruelo, Richard $102,069 761 Terminal Street, Bldg. 1 Los Angeles, CA 90021 Maddux, John Charles $67,454 3243 Calle De Debesa Camarillo, CA 93010 Beckemeyer, Lynn $23,678 Skaggs, Fred $22,885 Todd Nielsen expense $14,836 reimbursement Miguel Echemendia trade $14,836 Philip S. Payne $14,475 Richard Polanco $13,225 John Hansen $13,225 Lynn Beckemeyer $11,657 Anthony Williams $11,350 Ted McGonagle trade $9,114 Fred Skaggs trade $9,114 Echemendia, Miguel $7,813 Murray, Andrew $5,288 Richard Meruelo trade $1,817 John Maddux trade $1,817 Nielsen, Todd W $409 Bank of America Unknown Largest Unsecured Creditors of Meruelo Maddux Properties - 12385 San Fernando: Entity Nature of Claim Claim Amount ------ --------------- ------------ Meruelo Maddux Properties, LP Inter-company $8,997,302 761 Terminal Street payable Building 1 2nd Fl Los Angeles, CA 90021 Employment Development Dept. taxes Unknown Bankruptcy Croup MIC 92E P.O. Box 82680 Sacramento, CA 94280-0001 Franchise Tax Board taxes Unknown Bankruptcy Unit P.O. Box 2952 Sacramento, CA 95812-2952 Internal Revenue Service taxes Unknown LA County Tax Collector property tax Unknown State of California taxes Unknown The petition was signed by Richard Meruelo, chief executive officer. MGM MIRAGE: Closes $775-Mil. Sale of Treasure Island to Ruffin -------------------------------------------------------------- MGM MIRAGE, through its wholly-owned subsidiary The Mirage Casino- Hotel, consummated March 20, 2009, the sale of the Treasure Island Hotel & Casino to Ruffin Acquisition, LLC, for $775 million. The TI sale was pursuant to a Purchase Agreement dated as of December 13, 2008, as amended by a First Amendment to Purchase Agreement dated March 12, 2009, by and among Mirage Casino-Hotel, TI and Ruffin Acquisition. At closing, the Company received $600 million in cash proceeds and a $175 million secured note bearing interest at 10% payable not later than 36 months after closing. Ruffin Acquisition has an option to prepay this note on or before April 30, 2009, and receive a $20 million discount on the purchase price. The note is secured by the assets of TI and will be senior to any other financing. A full-text copy of the First Amendment to the Purchase Agreement dated March 12, 2009, is available at no charge at: http://researcharchives.com/t/s?3adf In connection with the sale of TI, including the transfer of all of the membership interest in TI, TI was released as a guarantor of the outstanding indebtedness of the Company and its subsidiaries. TI is located on the Las Vegas Strip and features 2,885 guest rooms and suites, approximately 87,000 square feet of gaming space, several fine and casual dining outlets, The Sirens of TI -- the iconic pirate battle attraction, and Mystere, the first permanent production in Las Vegas by Cirque du Soleil. "We are very excited to have acquired such a stellar resort in Treasure Island," said Phil Ruffin. "The property is in pristine condition, ideally located in the heart of the Strip," Mr. Ruffin noted. As a result of the sale, MGM MIRAGE expects to report a substantial gain in the first quarter. About MGM Mirage Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) -- http://www.mgmmirage.com/-- is a hotel and gaming company. It owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois. MGM MIRAGE reported a net loss of $1.14 billion on revenues of $1.62 billion for the three months ended December 31, 2008. MGM MIRAGE reported a net loss of $855.2 million on revenues of $7.20 billion for year 2008. MGM MIRAGE had $23.2 billion in total assets, including $1.53 billion in total current assets; $3.0 billion in total current liabilities; and $12.4 billion in long-term debt. A full-text copy of the Annual Report on Form 10- K is available at no charge at: http://researcharchives.com/t/s?3ae0 The Company does not expect to be in compliance with the financial covenants under its senior credit facility at March 31, 2009. On March 17, Company obtained an amendment to the senior credit facility, which included a waiver of the requirement to comply with the financial covenants through May 15, 2009. Following expiration of the waiver on May 15, 2009, the Company will be subject to an event of default related to the expected noncompliance with financial covenants under the senior credit facility at March 31, 2009. The report of Deloitte & Touche, LLP, MGM MIRAGE's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2008, contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. * * * As reported by the Troubled Company Reporter on March 23, 2009, Moody's Investors Service downgraded MGM MIRAGE's Probability of Default Rating to Caa3 from Caa2 and its Corporate Family Rating to Caa2 from Caa1. According to the TCR on March 23, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Las Vegas-based MGM MIRAGE and its subsidiaries by two notches; the corporate credit rating was lowered to 'CCC' from 'B-'. These ratings were removed from CreditWatch, where they were initially placed with negative implications on Jan. 30, 2009. S&P said that the rating outlook is negative. The TCR reported on March 25, 2009, that Fitch Ratings took 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: -- 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'. MGM MIRAGE: Provides Funds to Continue CityCenter Project --------------------------------------------------------- MGM MIRAGE has received waivers from its lenders to fund 100% of the required march equity contributions for CityCenter. MGM MIRAGE said Friday that it is -- with the authorization of its senior lenders -- providing $200 million of funding to CityCenter to satisfy the required sponsor equity contributions due on or about March 24, 2009. The funding includes $100 million which should have been funded by Dubai World. This allows construction to continue while MGM MIRAGE seeks additional funding for CityCenter. Bankruptcy Law360 says MGM Mirage staved off a possible bankruptcy filing for the $8.6 billion megaproject. As reported by the Troubled Company Reporter on March 27, 2009, MGM Mirage has hired Weil, Gotshal & Manges LLP to help prepare a possible Chapter 11 filing for City Center and to explore other options. The Wall Street Journal had said MGM Mirage might seek bankruptcy protection over the weekend, depending on negotiations among MGM Mirage, its lenders, and Dubai World, which sued the Company for breach of contract and blamed it for cost overruns. The TCR said on March 24, 2009, that Dubai World implied in the lawsuit that it probably won't make a $100 million payment on the City Center project, increasing the financial pressure on the project and on MGM Mirage. According to Dow Jones, Dubai World said the $200 million payment MGM Mirage made to its CityCenter project is "an acceptable, albeit temporary, solution to the liquidity issues that MGM Mirage is facing, which are at the heart of the lawsuit filed in Delaware." MGM MIRAGE said it intends to work with Dubai World, its lenders and others to find a long-term solution for the financing of CityCenter's completion. With the funding, the remaining combined equity contributions necessary to access the CityCenter credit facility are approximately $800 million. "MGM MIRAGE believes that CityCenter is of vital importance to Las Vegas and the state of Nevada," said Jim Murren, Chairman and CEO of MGM MIRAGE. "We are doing our utmost to see that this project continues, keeping thousands of Nevadans employed. We will continue to make every effort to see that CityCenter is completed and becomes an even greater economic driver for the region. We appreciate the support of our senior lenders and the CityCenter lending group. We continue to review with our partners all possible options to keep CityCenter fully funded and on a path to completion." CityCenter, an unprecedented urban metropolis on the Las Vegas Strip scheduled to open in late 2009, is a joint venture between MGM MIRAGE and Infinity World Development Corp, a subsidiary of Dubai World. WSJ's Jeffrey McCracken and Tamara Audi had said missing Friday's payment would start the clock ticking on CityCenter's future. "Work could grind to a halt within days, idling 8,500 construction jobs, said a person familiar with the talks between MGM Mirage and Dubai World. A delayed opening would also risk the jobs of 12,000 workers who are to staff the complex," Mr. McCracken and Ms. Audi said. A shutdown of CityCenter "would be devastating to the southern Nevada economy," said Steve Ross, secretary-treasurer of the Southern Nevada Building and Construction Trades Council, which represents 22,000 construction workers, Mr. McCracken and Ms. Audi reported. About MGM Mirage Headquartered in Las Vegas, Nevada, MGM Mirage (NYSE: MGM) -- http://www.mgmmirage.com/-- is a hotel and gaming company. It owns and operates 17 properties located in Nevada, Mississippi and Michigan, and has investments in three other properties in Nevada, New Jersey and Illinois. MGM MIRAGE reported a net loss of $1.14 billion on revenues of $1.62 billion for the three months ended December 31, 2008. MGM MIRAGE reported a net loss of $855.2 million on revenues of $7.20 billion for year 2008. MGM MIRAGE had $23.2 billion in total assets, including $1.53 billion in total current assets; $3.0 billion in total current liabilities; and $12.4 billion in long-term debt. A full-text copy of the Annual Report on Form 10- K is available at no charge at http://researcharchives.com/t/s?3ae0 The Company does not expect to be in compliance with the financial covenants under its senior credit facility at March 31, 2009. On March 17, Company obtained an amendment to the senior credit facility, which included a waiver of the requirement to comply with the financial covenants through May 15, 2009. Following expiration of the waiver on May 15, 2009, the Company will be subject to an event of default related to the expected noncompliance with financial covenants under the senior credit facility at March 31, 2009. The report of Deloitte & Touche, LLP, MGM MIRAGE's independent registered public accounting firm on the Company's consolidated financial statements for the year ended December 31, 2008, contains an explanatory paragraph with respect to the Company's ability to continue as a going concern. * * * As reported by the Troubled Company Reporter on March 23, 2009, Moody's Investors Service downgraded MGM MIRAGE's Probability of Default Rating to Caa3 from Caa2 and its Corporate Family Rating to Caa2 from Caa1. According to the TCR on March 23, 2009, Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Las Vegas-based MGM MIRAGE and its subsidiaries by two notches; the corporate credit rating was lowered to 'CCC' from 'B-'. These ratings were removed from CreditWatch, where they were initially placed with negative implications on Jan. 30, 2009. S&P said that the rating outlook is negative. The TCR reported on March 25, 2009, that Fitch Ratings took 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: -- 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'. MITEL NETWORKS: S&P Downgrades Corporate Credit Rating to 'B-' -------------------------------------------------------------- Standard & Poor's Ratings Services said it lowered its long-term corporate credit rating on Ottawa-based telecommunications equipment provider Mitel Networks Corp. to 'B-' from 'B'. The outlook is negative. At Jan. 31, Mitel had US$455 million of reported debt outstanding. At the same time, S&P lowered the rating on the company's senior secured first-lien debt to 'B' from 'B+' and the rating on the senior unsecured second-lien debt to 'CCC' from 'CCC+'. The recovery ratings on these debts are unchanged. (For the complete corporate credit rating rationale on Mitel, see research report to be published on RatingsDirect immediately following this media release.) "The downgrade reflects what S&P view as Mitel's weaker-than- expected revenue and EBITDA performance in the third quarter ended Jan. 31, 2009; significantly weaker credit metrics relative to S&P's previous expectations; and S&P's concerns that operating and credit metrics will remain pressured in the next several quarters owing to weak demand for telecom equipment from its small and midsize business customers," said Standard & Poor's credit analyst Madhav Hari. "The downgrade also reflect what S&P sees as the company's weakened liquidity position; increased prospect of financial covenant violation in the next two quarters; and little future cushion to its debt leverage covenant, even with an expected near-term equity infusion by its sponsors," Mr. Hari added. The ratings on Mitel reflect what S&P considers its very high debt leverage and correspondingly weak credit metrics; its focus on the small and midsize business telephony market; and S&P's concerns about lower sales as weakened economies lead business customers to defer telecom equipment purchases. The ratings also reflect what S&P sees as strong competition from large industry players; Mitel's weak historical operating performance; and weakened liquidity. These factors are tempered in S&P's view by the company's leading market position in the Small Medium Business Internet protocol private branch exchange market following the acquisition of Phoenix-based Inter-Tel Inc. on Aug. 16, 2007; management's ability to sustain profit margins despite lower revenues through proactive cost cutting; a healthy combined product portfolio and roadmap; and enhanced distribution scale. The negative outlook reflects Standard & Poor's concerns that weak business conditions and increased competition, which became more evident in the quarter ended Jan. 31 2009, could further stress Mitel's revenues, profits, and credit metrics in the next 12 months. Even if the company is able to improve its performance, S&P expects the debt leverage to remain high while the debt leverage covenant will remain tight for several quarters. If revenue trends prove to be below S&P's expectations, liquidity worsens, or if the prospect of default (likely related to a failure to cure covenant violations) gains greater certainty, Standard & Poor's would likely downgrade Mitel. A near-term revision of the outlook to stable is unlikely given S&P's concerns about the company's operations and limited headroom under its debt leverage covenant that steps down sharply in the next several quarters. MORTON INDUSTRIAL: Taps AlixPartners as Restructuring Advisors -------------------------------------------------------------- MMC Precision Holdings and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authorization to employ AlixPartners, LLP, as restructuring advisors. AlixPartners will: a) work with senior management and other employees of the Debtors and their advisors to provide financial consulting services and restructuring advice; b) assist management of the Debtors in the design and implementation of a restructuring strategy including leading the communications with and coordinating the information flow between the debtors and their lenders, bondholders, and other stakeholders and their advisors designed to maximize enterprise value, taking into account the unique interest of all constituencies; c) assist the management to improve the Debtors' net cash position; d) assist the Debtors in obtaining and compiling information that is needed to present the Debtors or one or more business units to prospective purchasers or investors and to further support those efforts assisting with matters as due diligence and obtaining maximum value for the Debtors' stakeholders; e) assist as requested in tasks as reconciling, managing and negotiating claims, determining preferences and collection of same and the like; f) assist in obtaining and presenting information required by parties-in-interest in the Debtors' bankruptcy process including official committees appointed by the U.S. Bankruptcy Court and the Court itself; g) assist as requested in managing any litigation that may be brought against the Debtors in the Court; h) assist the Debtors with electronic data collection; and i) assist with other matters as may be requested that fall within AlixPartners' expertise and that are mutually agreeable. Jared D. Yerian, managing director of AlixPartners, tells the Court that the hourly rates of professionals are: Managing Directors $685 - $995 Directors $410 - $600 Vice Presidents $395 - $505 Associates $260 - $365 Analysts $235 - $260 Paraprofessionals $180 - $200 Mr. Yerian adds that prior to the petition date, AlixPartners received $785,403 for professional services performed and expenses incurred. Those payments have been applied to outstanding invoices on account of fees and expenses incurred. In addition, Alixpartners is holding a retainer of $150,000 for professional services. The Debtors do not owe any amount for services performed or expenses prior to the petition date. AlixPartners will be paid a contingent success fee. In the event of the sale of assets o multiple transactions for the sale of the Debtors or portions of the Debtors, a success fee amounting to 1% of the total consideration up to $25 million, plus 2% of the total consideration from 25 million to 50 million, plus 2.5% of the total consideation in excess of $50 million received by the Debtors from the transaction, including cash, notes, debt forgiveness and liabilities assumed. Mr. Yerian assures the Court that AlixPartners is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. About Morton Group Headquartered in Morton, Illinois, MMC Precision Holdings Corp. -- http://www.mortongroup.com/-- and its affiliates 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. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09- 10998). Paul, Hastings, Janofsky & Walker LLP represents the Debtors in their restructuring efforts. The Debtors propose to hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co- counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. MORTON INDUSTRIAL: Wants to Obtain $20 Million DIP Financing ------------------------------------------------------------ The U.S. Bankruptcy Court for the District of Delaware authorized, on an interim basis, MMC Precision Holdings and its debtor- affiliates to: a) obtain postpetition financing by entering into certain second amended and restated credit agreement with National City Bank; b) grant liens and provide superpriority claims; and c) grant adequate protection to certain prepetition secured parties. The Court will consider the Debtors' motion at a final hearing to be held on April 15, 2009 at 12:00 p.m. Objections are due April 8, 2009, 4:00 p.m. (Prevailing Eastern Time). The Debtors' primary non-trade debt, interest-bearing liabilities consist of: i) a revolving credit facility; ii) term loans; and iii) 12% senior subordinated notes due Sept. 30, 2014. As of March 15, 2009, the Debtors' interest bearing liabilities totaled $78,074,333, with $14,400,000 attributable to the prepetition revolving facility, $33,250,000 attributable to the prepetition term loans, $27,414,000 attributable to the prepetition subordinated notes, $2,275,333 attributable to the letters of credit issued under the prepetition revolving facility, and $735,000 attributable to a "swap", as of Dec. 31, 2008. Morton Industrial Group, Inc., and parent entered into a secured revolving credit facility and secured term loan dated as of Aug. 25, 2006, as amended, with a syndicate of financial institutions led by National City Bank, as administrative agent. The Debtors borrowed up to a maximum of $33,250,000 under the prepetition term loans and up to a maximum of $20,000,000 under the prepetition revolving credit facility. A full-text copy of the Second Amended and Restated Credit Agreement is available for free at: http://bankrupt.com/misc/MMC_DIPAccord.pdf The Debtors granted the lenders first lien security interest on substantially all of their existing and thereafter acquired real and personal property. On February 20, 2009, the Lenders agreed to extend the Debtors and additional $2,000,000 in revolving credit to fund the Debtors' working capital through March 20, 2009. As of the petition date, the Debtors indebtedness to the lenders under the prepetition credit agreement was $47,650,000, exclusive of the prepetition letters of credit, the Swap, accrued interest, fees, costs and expenses. On Aug. 28, 2006, Morton Industrial entered into an interest rate swap agreement with National City effective on Oct. 2, 2006 on $31,500,000 of its prepetition term loan debt in order to manage the risk associated with the variable interest rate under the prepetition credit agreement. As of Feb. 10, 2009, the Swap was recorded as a liability of $735,000. The lenders agreed to extend the Debtors the DIP loan of $20,000,000. Salient Terms of DIP Credit Agreement Borrower: Morton Industrial Group, Inc. Guarantor: MMC Precision Holdings Corp. and all other Debtors Lead Arranger: National City Bank Administrative Agent: National City Bank Lenders: Syndicate of Financial Institutions Purpose: 1. replace the prepetition revolving credit facility, including the prepetition revolving supplemental revolver and the prepetition letters of credit; and 2. provide interim working capital financing, subject to the budget. Letter of Credit Issuer: National City Bank Commitment Amount: Upon approval, the borrower will have access to $20,000,000 in non-amortizing revolving credit including a $2,275,333 sub-facility to provide for letters of credit. Loans under the revolving DIP facility will be available through the termination date. All revolving loans outstanding will become due and payable in full, inclusive of all interest, fees, and costs due thereunder, on the termination date. Availability: Revolving loans and letters of credit under the revolving DIP facility will not exceed in the aggregate the amount of $20,000,000. In the event that existing letters of credit are reduced, availability under the revolving loans will increase subject to the Budget variance. Each borrowing will be in an aggregate amount of $250,000 or higher multiple of $50,000. Priorities/Carve Out: Except as otherwise provided, the liens and claims granted to the agent will be subject only to: (i) the aggregate allowed unpaid fees and expenses payable to professionals retained pursuant to an order of the Court by the Debtors and the committee. As adequate protection for the lenders' interest in the prepetition collateral, subject to the carve Out, the agent is granted (i) a superpriority administrative expense claim against the estate, and (ii) replacement liens on the DIP collateral. Closing Date: The closing date will occur as promptly as practicable after entry of the interim order. The revolving DIP facility will be made available to borrower on an interim basis immediately upon entry of the interim order. Term and Final Maturity Date: The revolving loans will be repaid in full, and the revolving DIP facility will terminate, at the earliest of (i) June 5, 2009, provided, however, if borrower has presented a written agreement for a sale transaction to the agent and the lenders, which the agent and the lenders in their sole discretion find acceptable, the final maturity date may be extended upon the written consent of the agent and the lenders; (ii) if the Debtors terminate otherwise for any reason cease their efforts to implement the sale and the termination or cessation continues for 5 days; (iii) upon the request of the required lenders, an occurrence of an event of default in accordance with the terms of the DIP credit agreement, (iv) sale of all or substantially all of the Debtors' business; (v) consummation of a Plan of Reorganization or liquidation; and (vi) the case is converted to Chapter 7 of the bankruptcy Code or dismissed. Payment Terms: All principal and accrued but unpaid interest and other obligations of borrower under the revolving DIP facility will be repaid in full on or before the termination date. Interest The revolving DIP facility loans will bear interest at a per annum rate equal to the case rate plus 4.5%. Fees: * Letter of Credit Borrower agrees to pay the agent for the account of the lenders pro rata according to their revolving percentages a letter of credit fee for renewal, extension or replacement of a letter of credit at a rate per annum equal to 4.5% as in effect from time to time. * Commitment Fee Borrower agrees to pay to the agent for the account of each lender a commitment fee, for the period from the closing date to the termination date, at a rate per annum equal to 0.75% on the daily average of the lender's revolving percentage of the unused commitment amount. * Upfront Fee Borrower agrees to pay the lenders pro rata according to their revolving percentages of the revolving loans an upfront fee equal to $200,000 that will be earned at the closing and will be payable on the earlier to occur of the termination date and the final maturity date. * Additional Fee Additional fee is equal to $200,000 that will be earned only in the event that the revolving loans are not paid on or before the termination date, but if earned will be due and payable on the earlier to occur of the termination date and final maturity date. Waiver of Claims: All payments under the credit agreement and the revolving DIP facility will be made without setoff, reduction or countercalim by borrower of any kind. Treatment of Sub Debt: No cash payments will be made on the prepetition subordinated notes and borrower will propose no Plan of Reorganization that contemplates any cash payment to the prepetition subordinated creditors or any transfers to the prepetition subordinated creditors of the Debtors prepetition or postpetition assets that is prohibited by the intercreditor agreement unless and until the revolving DIP facility and prepetition term loans are each repaid in full in cash. Arrangement Fee: $75,000 to National City as agent and arranger to be paid at the final maturity date. The agreement contains certain event of default. A full-text copy of the Budget is available for free at: http://bankrupt.com/misc/MMC_Budget.pdf Additionally, the Debtors, with the assistance of AlixPartners, LLC, their restructuring advisors, have commenced a marketing and sale process for their assets. The Debtors intend to file a motion to approve bidding procedures for the sale. The Debtors believe this strategy will enable then to meet several critical objectives including allowing the ongoing operation of the Debtors' business without interruption to supplier and customer relationships. About Morton Group Headquartered in Morton, Illinois, MMC Precision Holdings Corp. -- http://www.mortongroup.com/-- and its affiliates 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. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09- 10998). Paul, Hastings, Janofsky & Walker LLP represents the Debtors in their restructuring efforts. The Debtors propose to hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co- counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. MORTON INDUSTRIAL: Wants Paul Hastings as Bankruptcy Counsel ------------------------------------------------------------ MMC Precision Holdings and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authorization to employ Paul, Hastings, Janofsky & Walker LLP as counsel. Paul Hastings will: a) advise the Debtors of their rights, powers and duties as debtors and debtors-in-possession while operating and managing their businesses and properties under Chapter 11; b) prepare on behalf of the Debtors all necessary and appropriate applications, motions, proposed orders, other pleadings, notices, schedules and other documents, and review all financial and other reports to be filed in these Bankruptcy cases; c) advise the Debtors concerning, and preparing responses to, applications, motions, other pleadings, notices and other papers tat may be filed by other parties in the Chapter 11 cases; d) advise the Debtors with respect to, and assist in the negotiation and documentation of, financing agreements and related transactions; e) review the nature and validity of any liens asserted against the Debtors' property and advise the Debtors concerning the enforceability of the liens; f) advise the Debtors regarding their ability to initiate actions to collect and recover property for the benefit of their estates; g) advise and assist the Debtors in connection with any potential property dispositions; h) advise the Debtors concerning executory contract and unexpired lease assumptions, assignments and rejections well as lease restructurings and recharacterization; i) advise the Debtors in connection with the formulation, negotiation and promulgation of a plan or plans of reorganization, and related transactional documents; j) assist the Debtors in reviewing, estimating and resolving claims asserted against the Debtors' estates; k) commence and conduct litigation necessary and appropriate to assert rights held by the Debtors, protect assets of the Debtors' Chapter 11 estates or otherwise further the goal of completing the Debtors successful reorganization; and l) provide non-bankruptcy related services for the Debtors to the extent requested by the Debtors. Paul Hastings and the Debtors' proposed co-counsel, Richards, Layton & Finger, P.A., have discussed a division of responsibilities regarding the representation of the Debtors to avoid and minimize duplication of services. Paul Hastings' professionals working on the Debtors' cases and their hourly rates are: Richard A. Chesley, partner $895 Gregory S. Otsuka, associate $645 Kimberly D. Newmarch, associate $635 Hilla Uribe Jimenez, associate $425 Stephanie S. Park, associate $360 Sarah Tybor, paralegal $300 Mr. Chesley tells the Court that prior to the petition date, Paul Hastings received payments of $433,174, of which actual fees and expenses of approximately $333,174 were applied. As of the petition date, Paul Hastings held a net retainer of $100,000. Mr. Chesley assures the Court that Paul Hastings is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Chesley can be reached at: Paul, Hastings, Janofsky & Walker LLP 191 N. Wacker Drive, 30th Floor Chicago, IL 60606 Tel: (312) 499-6000 Fax: (312) 499-6100 About Morton Group Headquartered in Morton, Illinois, MMC Precision Holdings Corp. -- http://www.mortongroup.com/-- and its affiliates 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. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09- 10998). The Debtors propose to hire Paul N. Heath, Esq., at Richards, Layton & Finger PA as co-counsel, AlixPartners, LLP, as restructuring advisors, Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. MORTON INDUSTRIAL: Wants to Hire Richards Layton as Co-Counsel -------------------------------------------------------------- MMC Precision Holdings and its debtor-affiliates ask the U.S. Bankruptcy Court for the District of Delaware for authorization to employ Richards, Layton & Finger, P.A., as co-counsel. RL&F will: a) advise the Debtors of their rights, powers and duties as debtors-in-possession; b) take all necessary action to protect and preserve the Debtors' estates, including the prosecution of actions on the Debtors' behalf, the defense of any actions commenced against the Debtors, the negotiation of objections to claims filed against the Debtors' estates; c) prepare on behalf of the Debtors all necessary motions, applications, answers, orders, reports, and papers in connection with the administration of the Debtors' estates; and d) perform all other necessary legal services in connection with the Bankruptcy cases. RL&F and Paul, Hastings, Janofsky & Walker LLP, the Debtors' proposed counsel, have discussed a division of responsibilities regarding the representation of the Debtors to avoid and minimize duplication of services. The firm's professionals working in these cases and their hourly rates are: Paul N. Heath $475 Maris J. Finnegan $300 Drew G. Sloan $255 Cathy Greer $185 Mr. Heath tells the Court that prior to the petition date, the Debtors paid RL&F a retainer of $75,000. RL&F invoiced and drew down a total of $50,000 to cover actual and anticipated fees and expenses incurred prepetition. As of petition date, RL&F had $25,000 in its retainer account. The Debtors propose to employ RL&F under an evergreen retainer Mr. Heath assures the Court that RL&F is a "disinterested person" as that term is defined in Section 101(14) of the Bankruptcy Code. Mr. Heath can be reached at: Richards, Layton & Finger, P.A. One Rodney Square 920 North King Street Wilmington, DE 19801 Tel: (302) 651 7700 About Morton Group Headquartered in Morton, Illinois, MMC Precision Holdings Corp. -- http://www.mortongroup.com/-- and its affiliates 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. The Debtor and its debtor-affiliates filed for Chapter 11 protection on March 22, 2009, (Bankr. D. Del. Lead Case No. 09- 10998) Paul, Hastings, Janofsky & Walker LLP represents the Debtors in their restructuring efforts. The Debtors propose to hire AlixPartners, LLP, as restructuring advisors, Kurtzman Carson Consultants LLC as claims, noticing and balloting agent. The Debtors listed estimated assets of $50 million to $100 million and estimated debts of $100 million to $500 million. MOTOR COACH: Pens Agreement to Implement Confirmed Bankruptcy Plan ------------------------------------------------------------------ Motor Coach Industries International Inc. will now be able to exit bankruptcy, two months after it has obtained confirmation of its Chapter 11 plan. According to Bloomberg's Bill Rochelle, Motor Coach wasn't able to implement the terms of its plan because of difficulties in arranging exit financing and disputes with third-lien creditors that agreed to backstop a $160 million rights offering. Motor Coach announced an agreement in principle on March 20 designed to modify the confirmed plan and enable its implementation. Mr. Rochelle relates that under the agreement, the rights offering will be increased by $40 million, to $200 million, enabling the new second-lien term loan to be reduced by $40 million to $150 million. The parties also have agreed on other exit financing to consist of a $75 million first-lien working capital credit. Terms of Confirmed Plan The plan contemplates the substantive consolidation of the Debtors' estates for voting and distribution purposes, reorganization of each of the Debtors upon consummation of the plan, and the resolution of the outstanding claims against and interests in the Debtors. The plan will deleverage the Debtors' balance sheet by, among other things: -- reduce the Debtors' total prepetition indebtedness by paying in full about $160 million of second lien obligations and discharging an additional $480 million in prepetition indebtedness; -- improve cash flows by reducing ongoing interest expense; and -- provide investment of as much as $160 million in new capital through the rights offering to (i) fund the Debtors' emergence from Chapter 11, (ii) appropriately capitalize the reorganized Debtors, and (iii) facilitate the implementation of the Debtors' business plan. Under the plan, the Debtors will issue shares of new common stock to holders of allowed Class 4 claims and new preferred stock to the rights offering participants. The plan classifies interests against and liens in the Debtors in eight classes. The classification of treatment of interests and claims are: Treatment of Interests and Claims Types Estimated Class of Claims Treatment Recovery ----- --------- --------- --------- 1 other priority unimpaired 100% claims 2 other secured unimpaired 100% claims 3 secured second impaired 100% lien credit agreement claim 4 secured third impaired unknown lien credit agreement claim 5 general unimpaired 0% unsecured claim 6 intercompany unimpaired 100% claim 7 equity interest impaired 0% 8 intercompany unimpaired 100% interest Because the Plan was not accepted by Classes 5A-5G (General Unsecured Creditors, 7 (Equity Interests in Holdings) and 8A-8F (Intercompany Interests), the Debtors sought confirmation of the plan under Sec. 1129(b)(1), the "cramdown" provision of the Bankruptcy Code. The Court ruled that the Plan is confirmable becuase the Plan does not discrimate unfairly and is fair and equitable with respect to the Rejecting Classes. Classes 4A-4G (Secured Third Lien Credit Agreement Claims), the only voting Classes, have voted to accept the Plan, satisfying the requirement that at least one Class of Claims that is impaired under the Plan has accepted the Plan, determined without including any acceptance by any insider, as required under Sec. 1129(a)(10) of the Bankruptcy Code in all respects. The Court also ruled that each of the conditions precedent to confirmation set forth in Sec. 10.1 of the Plan has been satisfied or waived in accordance with the provisions of the Plan. These conditions are: (a) the Lock Up Agreement shall be in full force and effect and shall not have been terminated. (b) the Bankruptcy Court shall have approved a disclosure statement with respect to this Plan in form and substance acceptable to the Debtors and FMA. (c) the Confirmation Order, the Plan, and all exhibits and annexes to each of this Plan and the Confirmation shall be in form and substance acceptable to the Debtors and FMA. FMA refers to the following investment entitties affiliated with Franklin Mutual Advisers LLC: Mutual Beacon Fund, Mutual Discovery Fund, Mutual Qualified Fund, Mutual Shares Fund, Mutual Discovery Securities Fund, Mutual Shares Securities Fund and Franklin Mutual Recovery Fund. Based on the Rights Offering Certification, the Third Lien Lenders affiliated with FMA have subscribed for their pro rata share of the New Preferred Stock. The other Third Lien Lender, Monarch Master Funding Ltd. did not subscribe. Upon satisfaction of the conditions, FMA will purchase the unsubscribed New preferred Stock, thus providing the debtors with $160 million of cash proceeds from the Rights Offering. About Motor Coach Wilmington, Delaware-based Motor Coach Industries International, Inc. -- http://www.mcicoach.com/-- and its subsidiaries manufacture intercity coaches for the tour, charter, line-haul, scheduled service, and commuter transit sectors in the U.S. and Canada. They also operate seven sales centers and nine service centers in the U.S. and Canada and is the industry's supplier of aftermarket parts for most makes and models. The Company and six of its debtor-affiliates filed separate petitions for Chapter 11 relief on Sept. 15, 2008 (Bankr. D. Del. Lead Case No. 08-12136), to implement a pre-negotiated restructuring plan to be funded by Franklin Mutual Advisers, LLC and certain of its affiliates. The company's Canadian operations are not included in the filing. Kenneth S. Ziman, Esq., and Elisha D. Graff, Esq., at Simpson Thacher & Bartlett LLP, in New York; and Mark D. Collins, Esq., Jason M. Madron, Esq., and Lee E. Kaufman, Esq., at Richards Layton & Finger, P.A., in Wilmington, Delaware, represent the Debtors in their restructuring efforts. Attorneys at Womble Carlyle Sandridge & Rice PLLC and Brown Rudnick LLP, represent the Official Committee of Unsecured Creditors as counsel. Kurtzman Carson Consultants LLC serves as claims and notice agent. Rothschild Inc. and AlixPartners LLP also provide restructuring advice. At the time of filing, the Debtors listed assets of between $500,000,000 and $1,000,000,000 and liabilities of between $100,000,000 and $500,000,000. NARANG ACQUISITION: Case Summary & 14 Largest Unsecured Creditors ----------------------------------------------------------------- Debtor: Narang Acquisition Group 1 North Calle Cesar Chavez, Suite 7 Santa Barbara, CA 93103 Bankruptcy Case No.: 09- 10987 Chapter 11 Petition Date: March 24, 2009 Court: Central District of California (Santa Barbara) Judge: Robin Riblet Debtor's Counsel: William E. Winfield, Esq. wwinfield@nchc.com Nordman Cormany Hair & Compton LLP 1000 Town Ctr., Dr. 6 Floor Oxnard, CA 93036 Tel: (805) 988-8326 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ First Regional Bank Construction Loan $25,429,581 970 W. 190th Street, Ste 400 secured: Torrance, CA 90502 $1,378,000 JEM Services Lavender Court $1,417,622 232 Cottage Ave. Santa Barbara, CA 93101 Interior Force Lavender Court $1,000,000 2247 Statham Blvd Oxnard, CA 93033 Countrywide Customer Cask Court $456,636 Service secured: $525,000 MSN SV. 26B P.O. Box 10229 Van Nuys, CA 91410-0229 M & M Mechanical Plumbing $32,707 Tierra Contracting Underground $28,295 Team Transit Mix Lavender Court $23,320 Quality Built Insurance $20,401 Color Trends Lavender Court $18,930 John Pence Building Specialties $1,574 Specialties Commercial Gouvis Engineering Structural Eng. $1,427 Marborg Garbage Disposal $790 Robert Chadwick Subcontractor $94 Tileco Distributors Tile Supplier $43 The petition was signed by Nick Narang, managing member. NETWORK COMMUNICATIONS: S&P Cuts Corporate Credit Rating to 'B-' ---------------------------------------------------------------- In the version of this report published earlier, the percentage of EBITDA that Network Communications converted to discretionary cash flow for the 12 months ended Dec. 7, 2008 was misstated. A corrected version follows. Standard & Poor's Ratings Services lowered its corporate credit and issue-level ratings on Lawrenceville, Georgia-based Network Communications Inc. by one notch. The corporate credit rating was lowered to 'B-' from 'B', and the rating outlook is negative. "The ratings downgrade reflects our expectation that NCI's liquidity will become strained, as S&P believes that declines in the company's remodeling, home improvement, and home sales segments could continue," said Standard & Poor's credit analyst Jeanne Mathewson. "Over the intermediate term, S&P expects the company's discretionary cash flow and access to its revolving credit facility to become very limited." NCI participates in three segments of the real estate market--home resales and new sales (44% of revenue for the nine months ended Dec. 7, 2008), rentals and leasing (42%), and remodeling and home improvement (14%). The resale and new home sale segments have been negatively affected by weakness in the U.S. housing market. Existing home sales increased 5.1% in February, but were 4.6% lower than a year ago. Revenue and EBITDA were down 20% and 38%, respectively, for the third fiscal quarter ended Dec. 7, 2008, largely due to a decline in ad pages at the company's largest publication, The Real Estate Book. TREB, which is dependent on advertising from residential real estate agents and accounted for 27% of the company's revenue in the quarter, experienced a 38% revenue decline due to adverse housing market conditions. Revenue at the rental and leasing segment grew 7%, while revenue declines in the home improvement segment accelerated to 22% from a lack of consumer confidence and the erosion of home equity. EBITDA margins for the 12 months ended Dec. 7, 2008 declined to 19.6%, from 22.8% a year ago. Lease-adjusted debt (including $39 million of holding company 12% pay-in-kind notes) to EBITDA increased to 7.5x for the 12 months ended Dec. 7, 2008, from 5.8x a year earlier. EBITDA coverage of total interest expense was low at 1.3x, while EBITDA coverage of cash interest was slightly better at 1.5x, benefiting from the absence of cash interest payments on the PIK senior subordinated notes for the life of the notes. NCI converted roughly 20% of EBITDA to discretionary cash flow for the 12 months ended Dec. 7, 2008, down from the 30% area in the prior-year period. Acquisitions have decreased meaningfully in fiscal 2009, after roughly $33.1 million of acquisitions in fiscal 2008. The rating will not accommodate further acquisitions over the intermediate term, either funded through debt or discretionary cash flow, and maintenance of the rating assumes that the company will use its financial resources cautiously amid tight credit conditions and an extremely weak housing market. NEW YORK TIMES: To Cut Workers' Pay & Lay Off 100 Employees ----------------------------------------------------------- Russell Adams at The Wall Street Journal reports that New York Times Co. will cut pay for most employees through the end of the year and will lay off 100 workers. According to WSJ, The Times Co. will cut pay by 5% for editors at the New York Times, the Boston Globe, Boston.com, and on the corporate side. WSJ states that The Times Co. will also ask the union representing most reporters to do the same to avoid layoffs in the newsroom. WSJ relates that as part of the pay reduction, workers will get 10 additional days of leave through the end of the year. According to the report, The Times Co. said that it will lay off 100 workers on the business side of the Times, or about 5% of a staff of about 2,000. WSJ notes that The Times' newsroom will stay largely intact if the union accepts the proposed pay cut. 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). NEWPARK RESOURCES: S&P Gives Negative Outlook; Keeps 'B+' Rating ---------------------------------------------------------------- Standard & Poor's Ratings Services said that it revised the outlook on Newpark Resources Inc. to negative from stable and affirmed its ratings on the company, including the 'B+' corporate credit rating. The rating action follows the company's announcement that it will report an operating loss due to the severe drop in the North American rig count. It also reflects S&P's expectation for continued softness in the North American oilfield service sector over the next several quarters. Furthermore, deteriorating financial performance could weigh on the company's ability to remain compliant with its minimum fixed charge coverage covenant and maximum total debt to EBITDA covenant. Houston, Texas-based Newpark had $226 million of total adjusted debt as of Dec. 31, 2008. The Company's business risk profile is vulnerable. Although Newpark has a solid niche position in the oilfield services sector through its drilling fluid business, revenue in this segment is highly correlated to the level of drilling activity in North America. For example, as of mid-March 2009, the U.S. rig count is down 47% from its peak in mid-2008 and the company's revenue decreased a similar amount quarter over quarter. The negative outlook reflects S&P's expectations that conditions in the North American oilfield service sector will remain challenging in 2009. S&P could consider a downgrade if operating performance continues to deteriorate at the same rate or if liquidity drops materially below current levels. An outlook revision to stable would require the company to maintain existing liquidity and current credit measures during a period of weaker conditions. OMNI NATIONAL: Bank Closed by OCC & FDIC Appointed as Receiver -------------------------------------------------------------- Omni National Bank, based in Atlanta, Georgia, was closed on March 27, 2009, by the Office of the Comptroller of the Currency, which then appointed the Federal Deposit Insurance Corporation (FDIC) as receiver. To protect the depositors, the FDIC entered into an agreement with SunTrust Bank, Atlanta, Georgia, to act as paying agent for the insured deposits of Omni National Bank. As the FDIC's paying agent, SunTrust will operate the six former branches of Omni National, on behalf of the receiver, until April 27, 2009. Omni National had branches in Atlanta, Georgia; Dalton, Georgia; Tampa, Florida; Chicago, Illinois, Dallas, Texas; and Houston, Texas. Banking activities, such as writing checks, can continue normally for former Omni National customers during this transition period. All insured depositors of Omni National may transfer their accounts to other banks at any time until April 27, 2009. At that time, all of the former Omni National branches will be closed. During this 30-day transition period, depositors in Georgia and Florida can choose to either open an account with SunTrust or close their account and receive a check. Customers of those branches who do not open new accounts at SunTrust or withdraw their funds by April 27th will be automatically transferred to SunTrust. For depositors of the Omni National branches in Illinois and Texas who have not closed their accounts by April 27, SunTrust will mail checks to the address of record. The FDIC entered into the agreement with SunTrust to avoid the inconvenience and disruption of customers receiving checks for their insured deposits. This arrangement also allows for uninterrupted direct deposits, including Social Security payments, to and automated payments from customers' accounts through April 27. In addition, the transaction allows Omni National customers, particularly in Chicago, Dallas and Houston, time to find another institution in which to do business. As of March 9, 2009, Omni National Bank had total assets of $956.0 million and total deposits of $796.8 million. At the time of closing, there were approximately $2.0 million in uninsured deposits that potentially exceeded the insurance limits. This amount is an estimate that is likely to change once the FDIC obtains additional information from these customers. Brokered deposits are not a part of this transaction. The FDIC will pay the $320.1 million in brokered deposits directly to the brokers for the amount of their insured funds. The FDIC will retain all the assets for later disposition except for cash, correspondent accounts, and loans fully secured by deposits. The cost to the FDIC's Deposit Insurance Fund is estimated to be $290 million. Omni National Bank is the twenty-first bank to fail this year. The last bank failure in Georgia was FirstCity Bank, Stockbridge, on March 20, 2009. PARK-OHIO INDUSTRIES: Moody's Cuts Corporate Credit Rating to 'B' ----------------------------------------------------------------- Standard & Poor's Ratings Services lowered its ratings on Park- Ohio Industries Inc., including the long-term corporate credit rating, to 'B' from 'B+.' The outlook is negative. The downgrade reflects weaker-than-expected operating performance and credit metrics. "Earnings have been negatively affected by deteriorating key end markets, particularly auto and heavy-duty truck manufacturing," said Standard & Poor's credit analyst Sarah Wyeth. Declining profitability and weak cash generation could pressure the company's liquidity and possibly its covenants over the next 12 to 18 months. The ratings on Cleveland, Ohio-based Park-Ohio reflect the company's highly leveraged financial profile and its weak business profile as a diversified operator of logistics and manufacturing businesses, serving cyclical and competitive end markets. Park-Ohio, a wholly owned subsidiary of unrated Park-Ohio Holdings Corp., operates three business segments, which serve a variety of end markets, including transportation, semiconductors, industrial equipment, agricultural equipment, construction equipment, and aerospace. The supply technologies segment (formerly known as integrated logistics service), which generated about half of sales in 2008, supplies production components via supply chain management and wholesale distribution services. The manufacturing products segment (about 37% of sales) designs and produces forged and machined products for specific customer applications. The aluminum products segment engineers, casts, and produces various aluminum components for original equipment manufacturers, primarily in the auto industry, and accounts for about 15% of sales. Park-Ohio's credit quality results from the cyclical, competitive, and seasonal character of its end markets, including the auto and heavy-duty truck manufacturing segments, which account for about 20% and 13% of net sales, respectively. The company recently terminated its business with Navistar, its largest customer, due to weak profitability, reflecting the current weakness in Park- Ohio's end markets. The company's low-margin logistics business has been hurt by low volumes and high raw material costs, but could see attractive, long-term growth opportunities from outsourcing among U.S. manufacturers. Park-Ohio's business profile benefits from a broad product line, a relatively large, somewhat diverse customer base, and good geographic diversity with foreign sales representing around 30% of revenues. Operating margins (before depreciation and amortization) are in the mid- to high-single-digits and could deteriorate as end markets weaken further in 2009. Total debt (adjusted for operating leases) to EBITDA was 6.4x on Dec. 31, 2008. S&P's expectations for the current rating include a ratio of 5x to 6x. Funds from operations to total debt was 8%, slightly below S&P's expectation of around 10%. S&P expects these metrics to weaken in 2009. The ratings do not incorporate debt- financed acquisitions. S&P could lower the ratings if EBITDA appears likely to decline to a level that would make it difficult for the company to meet its debt service coverage ratio. Covenants could be violated, for example, if EBITDA declines to around $55 million and capital expenditures remain above $15 million. PECOS CAPITAL: Involuntary Chapter 11 Case Summary -------------------------------------------------- Debtor: PECOS Capital Group, LLC 7208 E. Cave Creek Road, Suite A Carefree, AZ 85377 Bankruptcy Case No.: 09-05531 Chapter 11 Petition Date: March 25, 2009 Court: District of Arizona (Phoenix) Judge: Sarah Sharer Curley Debtor's Counsel: Mark W. Roth, Esq. mroth@polsinelli.com Polsinelli Shughart P.C. 3636 N. Central Avenue, Suite 1200 Phoenix, AZ 85012 Tel: (602) 650-2012 Fax: (602) 926-8562 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor did not file a list of 20 largest unsecured creditors. The petition was signed by Douglas A. Dragoo, managing member Apex Property Solutions LLC. PIONEER INSURANCE: A.M. Best Affirms 'B' Fin'l Strength Rating -------------------------------------------------------------- A.M. Best Co. has affirmed the financial strength rating of B (Fair) and the issuer credit rating of "bb" of Pioneer Insurance Company Limited (New Zealand). The outlook for both ratings is stable. The ratings reflect Pioneer's moderate risk-adjusted capitalization and reduced risk exposure. The ratings also consider the company's substantially improved internal controls and fundamentally profitable core book of business. Pioneer's risk-adjusted capitalization, as measured by Best's Capital Adequacy Ratio (BCAR), improved substantially in 2008 as a result of capital contribution during the fiscal year. However, continued poor underwriting performance and substantial costs incurred in restructuring the business are expected to deplete capital in fiscal year 2009. Pioneer's management team has reduced the risk carried by the company by substantially reducing the number of policies it writes. The company has terminated distribution agreements with partners whose business has proven to be unprofitable. Together with a forecasted capital contribution of NZD 1 million, the BCAR in fiscal year 2009 is expected to improve moderately over 2008 levels. Offsetting factors include Pioneer's substantially reduced market presence and increasing competition in the market which it operates. In attempting to radically turn around the business, Pioneer has substantially reduced the insurance risk it carries. This results in a lower base to which it can spread its fixed costs. A.M. Best understands that Pioneer is embarking on a transformation exercise to align the organization to its new strategy. Market conditions continue to tighten, and reduced credit availability has resulted in a number of smaller car yards closing, resulting in less referrals to Pioneer. Larger players are also entering the market for non-standard motor risks. A.M. Best remains cautious of Pioneer's ability to maintain its current weak business profile in light of the strong competition within its market niche. Nonetheless, A.M. Best expects Pioneer will maintain a favorable risk-adjusted capitalization and operating performance relative to its current rating level. PLIANT CORP: Court Moves Disclosure Statement Hearing to April 24 ----------------------------------------------------------------- The Hon. Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware has rescheduled the hearing to consider approval of the disclosure statement explaining the joint Chapter 11 plan of reorganization of Pliant Corporation and its debtor- affiliates to April 24, 2009, at 1:00 p.m., 824 Market Street, 5th Floor in Wilmington, Delaware. Objections, if any, are due April 7, 2009, by 4:00 p.m. The hearing was originally set for April 2, 2009. As reported in the Troubled Company Reporter on Feb. 12, 2009, the Debtors submitted a financial restructuring plan to eliminate all of its high-yield debt or $674 million of long-term bonds. The plan was submitted as part of a pre-negotiated package. This is a transformational event for the Debtors. When implemented, the Debtors' senior management will accelerate its business plans that include cost reduction, plant consolidation, new equipment, innovation and globalization. Under the plan, the Debtors' prepetition lenders and the holders of the first lien notes will be repaid in full from an exit financing facility. Moreover, the first lien noteholders will receive 100% of the new common stock of the Debtors and other creditors including general unsecured creditors will receive certain rights to receive warrants if they vote to accept the Plan. The official Committee of unsecured creditors said it remains uncertain whether and to what extent the Debtors' proposed plan provides value to their unsecured creditors. Prepetition general unsecured claim against the Debtors is between $150 million to $200 million, the committee said. A full-text copy of the Debtors' Disclosure Statement is available for free at: http://ResearchArchives.com/t/s?3ace A full-text copy of the Debtors' joint Chapter 11 plan of reorganization is available for free at: http://ResearchArchives.com/t/s?3acf About Pliant Corp. Headquartered in Schaumburg, Illinois, Pliant Corporation produces polymer-based films and flexible packaging products for food, beverage, personal care, medical, agricultural and industrial applications. The Company has operations in Australia, New Zealand, Germany, and Mexico. The Debtor and 10 of its affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Debtors tapped McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept. 30, 2005, the Company had $604,275,000 in total assets and $1,197,438,000 in total debts. The Debtors emerged from chapter 11 protection on July 19, 2006. Pliant Corp. and its affiliates again filed for Chapter 11 after reaching terms of a pre-packaged restructuring plan. The voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case Nos. 09-10443 through 09-10451). The Hon. Mary F. Walrath presides over the cases. Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, provide bankruptcy counsel to the Debtors. Epiq Bankruptcy Solutions LLC acts as claims and noticing agent. The U.S. Trustee for Region 3 appointed five creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Lowenstein Sandler PC as its counsel. As of September 30, 2008, the Debtors had $688,611,000 in total assets and $1,032,631,000 in total debts. PLIANT CORP: Schedules $439-Mil. in Assets, $912-Mil. in Debts -------------------------------------------------------------- Pliant Corporation and its debtor-affiliates delivered to the United States Bankruptcy Court for the District of Delaware their schedules of assets and liabilities, disclosing: Debtors Assets Liabilities ------- ------------ ------------ Pliant Corporation $439,286,803 $912,154,683 Uniplast Holdings, Inc $0 $858,226,702 Pliant Corporation International $0 $840,664,635 Pliant Film Products of Mexico, Inc. $0 $841,012,924 Pliant Packaging of Canada, LLC $1,737,780 $841,024,975 Alliant Company LLC $0 $0 Uniplast U.S., Inc. $8,803,344 $840,664,635 Uniplast Industries Co. $12,545,325 $860,041,178 Pliant Corporation of Canada Ltd. $22,153,586 $163,165,335 A full-text copy of the Debtors' schedules of assets and liabilities is available for free at: http://ResearchArchives.com/t/s?3ab1 About Pliant Corp. Headquartered in Schaumburg, Illinois, Pliant Corporation produces polymer-based films and flexible packaging products for food, beverage, personal care, medical, agricultural and industrial applications. The company has operations in Australia, New Zealand, Germany, and Mexico. The Debtor and 10 of its affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Debtors tapped McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept. 30, 2005, the company had $604,275,000 in total assets and $1,197,438,000 in total debts. The Debtors emerged from chapter 11 protection on July 19, 2006. Pliant Corp. and its affiliates again filed for Chapter 11 after reaching terms of a pre-packaged restructuring plan. The voluntary petitions were filed Feb. 11, 2009 (Bank. D. Del. Case Nos. 09-10443 through 09-10451). The Hon. Mary F. Walrath presides over the cases. Jessica C.K. Boelter, Esq., at Sidley Austin LLP, in Chicago, Illinois, and Edmon L. Morton, Esq., at Robert S. Brady, Esq., at Young Conaway Stargatt & Taylor, LLP, in Wilmington, Delaware, provide bankruptcy counsel to the Debtors. Epiq Bankruptcy Solutions LLC acts as claims and noticing agent. Roberta A. DeAngelis, U.S. Trustee for Region 3, appointed five creditors to serve on an Official Committee of Unsecured Creditors. The Committee selected Lowenstein Sandler PC as its Counsel. As of September 30, 2008, the Debtors had $688,611,000 in total assets and $1,032,631,000 in total debts. PLIANT CORP: Gets Final Approval to Access BoNY $75 Mil. DIP Loan ----------------------------------------------------------------- The Hon. Mary F. Walrath of the United States Bankruptcy Court for the District of Delaware authorized Pliant Corporation and its affiliated debtors to obtain $75 million of postpetition financing under a debtor-in-possession agreement dated Feb. 10, 2009, with a syndicate of financial institutions that include The Bank of New York Mellon, as administrative agent; and DDJ Capital Management LLC, WCP LP, WCIP LP, WCOP Ltd., and Wayzata Opportunities Fund, as lenders. Troubled Company Reporter on Feb. 16, 2009, the Court approved the DIP facility on an interim basis, and allowed the Debtor to access $25 million of the DIP Loan. The Court subsequently granted final approval of the loan notwithstanding objections from a group of prepetition noteholders. The Debtors and BoNY are parties to an indenture dated June 14, 2007, wherein the Debtors issued $24 million in 18% senior subordinated notes guaranteed by Pliant Corporation International, Pliant Film Products of Mexico Inc., Pliant Packaging of Canada, Uniplast Inc. and Uniplast US. Inc. As of their bankruptcy filing, the Debtors owe $26.3 million to the bank. The obligations under the subordinated notes indenture are unsecured. The ad hoc committee of certain holders of 11-1/8% senior secured notes due 2009 said the proposed DIP facility should not be approved because it violates an intercreditor agreement dated Feb. 17, 2004. The financing, according to the noteholders' group, is in the best interest of one creditor, the Debtors' first lien noteholders. Furthermore, the group said the Debtors and noteholders have held back from other parties-in-interest, certain material information, specifically the lock-up agreement with certain of the noteholders and any restructuring milestones, among other things. Accordingly, the ad hoc committee asked the Court to direct the Debtors provide a complete adequate protection package to the second lien committee and other holders of second lien notes. Proceeds of the loans will be used to fund working capital and other general corporate needs and pay the Chapter 11 and CCAA expenses including professional fees. In addition, the Debtors provided a budget, wherein they plan to use any funds advanced during the interim period under the commitment to pay: i) payroll expenses; ii) post-petition trade amounts; iii) DIP financing costs and interest; iv) various prepetition claims that are subject of other motions filed concurrently, as authorized by this Court; and v) working capital and other general corporate purposes. Salient terms of the debtor-in-possession agreement are: Borrowers: Pliant Corporation Guarantors: Pliant Packaging of Canada LLC and Uniplast Industries Co. DIP Agent: The Bank ofNew York Mellon DIP Lenders: DDJ Capital Management LLC, WCP L.P., WCIP L.P., WCOP Ltd., and Wayzata Opportunities Fund II L.P. DIP Facility: A non-amortizing multiple draw superpriority secured term loan facility in an aggregate principal amount not to exceed $75,000,000. No portion of the commitment will be available prior to the closing date and the Court's entry of the interim order. The loans under the DIP facility may be incurred during the availability period as follows: i) an initial drawing upon the entry of the Interim Order in an aggregate principal amount of $25,000,000; and ii) upon entry of the final order (a) up to three additional drawings upon five business days prior written notice, each in a principal amount not less than $5,000,000 and, in the aggregate for such three drawings, a principal amount not to exceed $25,000,000, and iii) subject to the satisfaction of the foreign debt draw conditions, a drawing upon not less than five business days prior written notice, in a principal amount not to exceed $25,000,000. Closing Date. February 17,2009. Maturity: All obligations under the DIP facility will be due and payable on the earliest of i) the nine-month anniversary of the closing date; ii) the effective date of a plan, iii) if the final order has not been entered, the date that is 45 days after the Debtors' bankruptcy filing, and iv) the acceleration of the Loans and the termination of the commitments upon the occurrence of an event of default. Interest: The applicable margin plus the higher of (x) the rate that the administrative agent announces from time to time as its prime lending rate and (y) 1/2 of 1% in excess of the overnight federal funds rate, payable monthly in arrears; provided, however, that in no event shall the Base Rate at any time be less than 5.00%; or The applicable margin plus the current LIBOR rate as quoted by the administrative agent, adjusted for reserve requirements, if any, and subject to customary change of circumstance provisions, for interest periods of one, two, three or six months, payable at the end of the relevant interest period, but in any event at least quarterly; provided, however, that in no event shall the LIBOR Rate at any time be less than 4.00%. Applicable Margin means a rate per annum equal to (x) 11.00%, in the case of Base Rate Loans, and (y) 12.00%, in the case of LIBOR Rate Loans. Interest will be calculated on the basis of the actual number of days elapsed in a 360 day year. Default Interest. Loans will bear interest at an additional 2.00% per annum. The DIP facility is subject to a $3,000,000 carve-out to pay any unpaid fees and expenses incurred by professionals retained by the Debtors or any statutory committee. To secure their DIP obligations, the lenders will be granted superpriority administrative expense claims status over any and all administrative expenses against the Debtors. The DIP agreement contains customary and appropriate events of default. A full-text copy of the Debtors' debtor-in-possession agreement is available for free at http://ResearchArchives.com/t/s?3972 A full-text copy of the Debtors' debtor-in-possession budget is available for free at http://ResearchArchives.com/t/s?3973 About Pliant Corp. Headquartered in Schaumburg, Illinois, Pliant Corporation produces polymer-based films and flexible packaging products for food, beverage, personal care, medical, agricultural and industrial applications. The company has operations in Australia, New Zealand, Germany and Mexico. The Debtor and 10 of its affiliates filed for chapter 11 protection on Jan. 3, 2006 (Bankr. D. Del. Lead Case No. 06-10001). James F. Conlan, Esq., at Sidley Austin LLP, and Edmon L. Morton, Esq., and Robert S. Brady, Esq., at Young, Conaway, Stargatt & Taylor, represented the Debtors in their restructuring efforts. The Debtors tapped McMillan Binch Mendelsohn LLP, as their Canadian bankruptcy counsel. As of Sept. 30, 2005, the company had $604,275,000 in total assets and $1,197,438,000 in total debts. The Debtors emerged from chapter 11 protection on July 19, 2006. POLAROID CORP: Ritchie Capital Objects to 'Fire-Sale' ----------------------------------------------------- Ritchie Capital Management, L.L.C. and related companies have filed a motion with the U.S. Bankruptcy Court in Minneapolis objecting to the proposed sale of Polaroid Corporation in its Chapter 11 bankruptcy case. Ritchie Capital filed the objection under seal because some of the information contained in the objection was obtained by Ritchie Capital on a confidential basis. Ritchie Capital said its objection to the proposed sale is based on three major issues: -- The proposed sale of all of Polaroid's assets under "fire sale" conditions will result in significantly less recovery for the bankruptcy estate than could be obtained if Polaroid's assets were sold separately, at a later date, and under better market conditions than exist today. The proposed sale price is only one-tenth of the amount Petters Group Worldwide paid for Polaroid three years ago, and its assets have not significantly changed or diminished in value since then, Ritchie Capital said. -- Ritchie Capital has strong reason to believe that the stalking horse bidder has undisclosed conflicts of interest due to relationships with companies and individuals with long-standing connections to Thomas Petters, PGW and individuals who currently hold senior management positions at Polaroid. Ritchie Capital has reason to believe that current Polaroid senior management will benefit from the sale of Polaroid to the stalking horse bidder, other than by virtue of their positions at Polaroid. -- Better value-creating options exist that would result in more recovery for the debtor's estate, including an alternative offer that has been made by a consortium of Ritchie Capital, Acorn Capital Group, LLC, and RWB Services LLC, each of which assert senior liens on the material Polaroid assets. Under this alternative offer, these companies would waive their liens and would acquire only the Polaroid brand name and intellectual property, and would leave behind, for the benefit of all other creditors, the other valuable Polaroid assets and most of Polaroid's cash- on-hand. The motion was filed the same day that the U.S. Bankruptcy Court ruled against a Ritchie Capital motion seeking to question certain Polaroid executives under oath to determine if undisclosed conflicts of interest exist relating to the pending sale of Polaroid. "We are disappointed that the Court rejected our request for discovery relating to very serious potential conflict of interest issues. Our new objection to the sale of Polaroid to the stalking horse bidder details the information we currently have available concerning the probability of conflicting relationships between the proposed buyer and the Polaroid insiders who negotiated the proposed sale transaction. "We hope that the Court will give careful consideration to our objection and will at least postpone the sale to permit the facts to be disclosed and evaluated. If the Court continues to deny us discovery, we believe the burden should be on Polaroid to prove that these alleged conflicts do not exist." As reported by the Troubled Company Reporter on March 12, 2009, the U.S. Bankruptcy Court for the District of Minnesota approved the auction and bidding procedures for the sale of all the properties, assets and rights of Polaroid to PHC Acquisitions, LLC, the proposed purchaser, subject to higher or better offers. PHC will be buying all of Polaroid's intellectual property rights and the "Polaroid" name and brand, and other assets related to the Polaroid business. Pursuant to an Asset Purchase Agreement by and among the Debtors and the proposed purchaser, dated as of January 24, 2009, PHC Acquisitions, LLC has offered to purchase the Debtor's assets for $42,000,000 in cash and the assumption of certain liabilities, free and clear of all liens, claims, and encumbrances. PHC Acquisitions is an affiliate of Genii Capital, S.A., a Luxembourg based private equity firm. The Court also approved the payment of a break-up fee of $1,200,000, an expense reimbursement of up to $500,000 and other Protections to the PHC, as stalking horse bidder. In the case of multiple bids, the Court has scheduled an auction for March 30, 2009, at 9:00 a.m. (prevailing Central Time) at the offices of Lindquist & Vennum PLLP in Minneapolis, Minnesota. The deadline for the submission of competing bids will be March 26, 2009, at 5:00 p.m. (prevailing Central Time). The Sale Hearing will be held on March 31, 2009, at 1:30 p.m. (prevailing Central Time). Objections, if any, to the sale were due March 26, 2009. Bids for the Acquired Assets or substantially all of the assets of Polaroid must be for a minimum bid equal to or greater than the sum of (i) the purchase price set forth in the Purchase Agreement, (ii) the Expense Reimbursement, (iii) the Break-Up Fee; and (iv) $150,000. A good faith deposit equal to 10% of the Initial Incremental Bid Amount will be submitted, which deposit will be held in escrow until the selection of the Successful Bidder(s) and the Back-Up Bidder(s), as to all other bidders, or as to the Back-Up Bidder(s), 48 hours after the Back-Up Bidder(s) is terminated. About Ritchie Capital Ritchie Capital Management, L.L.C. is a diversified alternative asset management firm established in 1997 with interests in hedge funds, private equity, venture capital, insurance, energy and real estate and with offices in Lisle, Illinois; New York; and Menlo Park, California. About Polaroid Corporation Polaroid Corporation -- http://www.polaroid.com-- makes and sells films, cameras, and other imaging products. The company and 20 of its affiliates first filed for bankruptcy protection on October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864). Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors in their previous restructuring efforts. At that time, the company blamed steep decline in its revenue and the resulting impact on its liquidity. On June 28, 2002, the U.S. Bankruptcy Court for the District of Dealware approved the purchase of substantially all of Polaroid's business by One Equity Partners. The bid provides for cash consideration of $255 million plus a 35% interest in the new company for unsecured creditors. Polaroid Corp., together with 11 affiliates, filed its second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). Judge Gregory F. Kishel handles the Chapter 22 case. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P, is the Debtors' counsel. According to the company, the financial structuring process and the second bankruptcy filing are the result of events at Petters Group Worldwide, which has owned Polaroid since 2005. The founder of Petters Group and certain associates are currently under investigation for alleged acts of fraud that have compromised the financial condition of Polaroid and other entities owned by Petters Group. The company and its leadership team are not subjects of the ongoing investigation involving Petters Group. POLISH ROMAN CATHOLIC: Losses Cue A.M. Best to Cut Rating to 'B-' ----------------------------------------------------------------- A.M. Best Co. has downgraded the financial strength rating to B- (Fair) from B (Fair) and issuer credit rating (ICR) to "bb-" from "bb+" of Polish Roman Catholic Union of America (Chicago, IL). The outlook has been revised to negative from stable. These rating actions are based on PRCUA's significant decrease in its unassigned funds as a result of realized and unrealized losses in its investment portfolio, decline in its regulatory and Best's Capital Adequacy Ratio, modest interest spread margin on its fixed annuity business and continued statutory operating losses. PRCUA has sustained large realized losses. In addition, the company's level of unrealized losses is high relative to its unassigned funds, and further declines in equity market values would continue to negatively impact its surplus funds, which have already declined significantly in 2008. While PRCUA supports its policyholders' liabilities through both fixed income securities and mortgage loans, A.M. Best notes that PRCUA's allocation to more liquid bonds supporting its policyholders' obligations are at lower levels when compared to other fraternal benefit societies. While management has made efforts to cut costs and decrease rates to ease spread compression, PRCUA continues to incur operating losses. A.M. Best notes that given the high percentage of annuities without surrender charges, any large increase in surrenders or withdrawals may cause liquidity issues and further losses to the company's investment portfolio. Partially offsetting these factors are PRCUA's long established fraternal presence in the Midwest region and its loyal member base. PRATT-READ CORP: Can Access Cash Collateral Until April 10 ---------------------------------------------------------- The Hon. Alan H. W. Shiff of the United States Bankruptcy Court for the District of Connecticut authorized Pratt-Read Corporation and American Industrial Manufacturing Company to access, on an interim basis, cash collateral securing repayment of secured loan to Webster Bank, N.A., Judge Shiff allowed the Debtors to use cash collateral until April 10, 2009. Access to cash collateral will allow them to operate and preserve their going concern value, and avoid immediate and irreparable harm, according to the Debtors. Webster asserts a $6,800,000 a claim backed a first priority lien on all of the Debtors' assets. As adequate protection, Webster is granted valid, binding, enforceable and automatically perfected, replacement and substitute liens in all postpetition assets excluding avoidance causes of action. A hearing on the request will take place on April 7, 2009, at 10:00 a.m., to consider final approval. Objections, if any, are due April 3, 2009. Headquartered in Shelton, Connecticut, Shelton, Pratt-Read Corporation -- http://www.pratt-read.com/-- makes metal stampings. The Company and its affiliate, American Industrial Manufacturing Company, filed for Chapter 11 protection on March 19, 2009 (Bankr. D. Conn. Lead Case No. 09-50481). When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. PRATT-READ CORP: Section 341(a) Meeting Scheduled for April 27 -------------------------------------------------------------- The United States Trustee for Region 2 will convene a meeting of creditors of Pratt-Read Corporation on April 27, 2009, 1:00 p.m., at 150 Court Street, The Giaimo Federal Building, Room 309, New Haven, Connecticut. 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 Shelton, Connecticut, Shelton, Pratt-Read Corporation -- http://www.pratt-read.com/-- makes metal stampings. The company filed for Chapter 11 protection on March 19, 2009 (Bankr. D. Conn. Case No. 09-50481). James Berman, Esq., and Jed Horwitt, Esq., at Zeisler and Zeisler, represent the Debtor in its restructuring efforts. When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. PRATT-READ CORP: Wants May 4 Extension to File SALs and SOFAs ------------------------------------------------------------- Pratt-Read Corporation and American Industrial Manufacturing Company ask the United States Bankruptcy Court for the District of Connecticut to extend the period within which they may file their schedules of assets and liabilities, and statement of financial affairs until May 4, 2009. According to the request, the Debtors and their counsel need more time to collect and complete the Debtor's schedules and statement because the Debtors were unable to finalize the requirements due to several distractions during their bankruptcy filing. Headquartered in Shelton, Connecticut, Shelton, Pratt-Read Corporation -- http://www.pratt-read.com/-- makes metal stampings. The Company and its affiliate, American Industrial Manufacturing Company, filed for Chapter 11 protection on March 19, 2009 (Bankr. D. Conn. Lead Case No. 09-50481). When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. PRATT-READ CORP: Taps Zeilser & Zeilser as Counsel -------------------------------------------------- Pratt-Read Corporation asks the United States Bankruptcy Court for the District of Connecticut for permission to employ Zeisler & Zeilser P.C. as its counsel. The firm is expected to: a) advise the Debtor of its rights, powers and duties as a debtor and a debtor-in-possession continuing to operate and manage its business and property; b) advise the Debtor concerning and assist in the negotiation and documentation of financing agreements, debt restructuring, cash collateral orders and related transactions; c) review the nature and validity of liens asserted against the property of the Debtors and advise the Debtors concerning the enforceability of the liens; d) advise the Debtor concerning the actions that it might take to collect and to recover property for the benefit of the Debtor's estate; e) prepare on behalf of the Debtor certain necessary and appropriate applications, motions, pleading, draft orders, notices schedules and other documents, and review all financial and other reports to be filed in this Chapter 11 case; f) advise the Debtor concerning and prepare responses to applications, motions, pleadings, notices and other papers which will be filed and served in its Chapter 11 case; g) counsel the Debtor in connection with the formulation, negotiation and promulgation of a plan of reorganization and related documents; and h) perform all other legal services for and on behalf of the Debtor which will be necessary or appropriate in the administration of the Chapter 11 case; The firm received $40,000 retainer from the Debtor. Papers filed with the Court did not disclose the firm's hourly rates. Jed Horwitt, Esq., principal of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. Headquartered in Shelton, Connecticut, Shelton, Pratt-Read Corporation -- http://www.pratt-read.com/-- makes metal stampings. The Company filed for Chapter 11 protection on March 19, 2009 (Bankr. D. Conn. Case No. 09-50481). When the Debtor filed for protection from its creditors, it listed assets and debts between $10 million and $50 million each. PRICE TRUCKING: Case Summary & 30 Largest Unsecured Creditors ------------------------------------------------------------- Debtor: Price Trucking, Inc. 823 Old Philadelphia Road Aberdeen, MD 21001 Bankruptcy Case No.: 09-15044 Debtor-affiliates filing subject to Chapter 11 petitions: Entity Case No. ------ -------- F.T. Silfies, Inc. 09-15049 Type of Business: Headquartered in Ogden, Utah, Price Trucking is a full service trucking company that serves 48 states. The Company holds permits for hazardous waste transportation in most of the eastern half of the United States. See http://www.pricetrucking.com/ Chapter 11 Petition Date: March 25, 2009 Court: District of Maryland (Baltimore) Judge: Nancy V. Alquist Debtor's Counsel: J. Daniel Vorsteg, Esq. jvorsteg@wtplaw.com Whiteford Taylor & Preston 7 St. Paul Street Baltimore, MD 21202 Tel: (410) 347-8700 Fax: (410) 625-7510 Estimated Assets: $10 million to $50 million Estimated Debts: $10 million to $50 million The Debtor's Largest Unsecured Creditors: Entity Nature of Claim Claim Amount ------ --------------- ------------ Carroll Fuel trade $792,585 Attn: Craig Habicht 2700 Loch Raven Road Baltimore, MD 21218 Berks Products trade $413,100 Attn: Richard Dodson 965 Berkshire Blvd. Wyomissing, PA 19610 Intercounty Health Plan insurance $365,617 Attn: William Doughterty 720 Blair Mill Road Horsham, PA 19044 Geisinger Health Plan insurance $264,779 David Price note $261,620 Hess Corporation trade $176,721 Dennis Price note $172,630 PETRO Trust trade $129,732 XL Insurance trade $84,894 US Gas trade $75,079 Topper Petroleum Inc. trade $75,079 Service Tire Truck Center trade $63,771 Port Authority of NY & NJ trade $34,670 Hale Trailer Brake & Wheel trade $28,682 ECBM trade $24,999 Pennsylvania Department of trade $22,516 Environmental Protection Transedge Truck Centers trade $21,290 Peoplenet trade $19,939 Griffith Energy Services Inc. trade $18,346 Kanawha Insurance Company insurance $17,896 KCI Insurance Agency Inc. insurance $17,500 FleetNet America Inc. trade $17,162 Trans Tech Logistics Inc. trade $17,000 DeLange Landen Financial trade $15,943 Polar Service Centers trade $15,494 Tri Gas & Oil trade $14,766 GE Capital Modular Space trade $14,583 AT&T Mobility trade $14,583 Beaver's Auto Body & Truck trade $13,235 The petition was signed by David Wechsler, director and vice president. QIMONDA NA: Wants to Reject Willowchase & Exel Contracts -------------------------------------------------------- Qimonda North America Corp. and its debtor-affiliate ask the United States Bankruptcy Court for the District of Delaware for authority to reject (i) a lease of real property located at 8203 Willow Place South with Willowchase Houston Ltd. of Houston, Texas, and (ii) an operating services agreement dated Sept. 24, 2008, with Exel Inc. of Westerville, Ohio. The Debtors tell the Court that they need to eliminate the costs associated with the Property Lease. According to the Debtors, the Lease obligates them to make at least $3,100 rent payment per month together with an upward adjustment in certain circumstances as provided in the Lease. The Debtors want to abandon certain assets within the property since they are no long necessary to the operation of the Debtors as a going concern. On the one hand, the Debtors say that they no longer need the services of Exel since the distribution center and warehouse complex facilities it manages and operates have stop operating after the Debtors' ultimate parent, Qimonda AG, initiated insolvency proceedings in Germany. A full-text copy of the Williowchase Lease Contract is available for free at: http://ResearchArchives.com/t/s?3ad0 A full-text copy of the Exel Operating Services Agreement is available for free at: http://ResearchArchives.com/t/s?3ad1 About Qimonda AG Qimonda AG (NYSE: QI) -- http://www.qimonda.com/-- is a leading global memory supplier with a diversified DRAM product portfolio. The company generated net sales of EUR1.79 billion in financial year 2008 and had -- prior to its announcement of a repositioning of its business -- approximately 12,200 employees worldwide, of which 1,400 were in Munich, 3,200 in Dresden and 2,800 in Richmond (Virginia, USA). The company provides DRAM products with a focus on infrastructure and graphics applications, using its power saving technologies and designs. Qimonda is an active innovator and brings high performance, low power consumption and small chip sizes to the market based on its breakthrough Buried Wordline technology. Qimonda AG, filed an application with the local court in Munich, Germany, on January 23, 2009, to open insolvency proceedings. QAG's U.S. units, Qimonda North America Corp. and Qimonda Richmond LLC, filed for Chapter 11 before the Delaware bankruptcy court on February 20 (Bankr. D. Del., Lead Case No. 09-10589). Mark D. Collins, Esq., at Richards Layton & Finger PA, has been tapped as counsel. Alvarez & Marsal serves as restructuring managers. Epiq Bankruptcy Solutions LLC serves as its claims agent. Roberta A. DeAngelis, the United States Trustee for Region 3, appointed seven creditors to serve on an Official Committee of Unsecured Creditors. In its bankruptcy petition, Qimonda Richmond estimated assets and debts of more than US$1 billion. REDCORP VENTURES: Court Extends CCAA Stay Until June 16 ------------------------------------------------------- Redcorp Ventures Ltd. said all of the relief granted in the order made by the British Columbia Supreme Court pursuant to its filing with Redfern Resources Ltd. under the Companies' Creditors Arrangement Act on March 4, 2009, including the stay period, is continued and extended until June 16, 2009. The Court authorized Redcorp to enter into an agreement with Paradigm Capital Inc. pursuant to which Paradigm will provide services to the Petitioners in conjunction with the Court appointed monitor, KPMG LLP, to assist the Petitioners in finding an investor/partner to facilitate the completion of the Petitioners' Tulsequah Project. The Court also ordered certain relief from securities and regulatory filing requirements that Redcorp would otherwise be subject to as a reporting and listed company, in order to facilitate the restructuring plan. The Court also ordered that the time for holding the annual general meeting of Redcorp is postponed until January 2010. Since the Initial Order the Petitioners have worked closely with the Monitor and have, among other things, held regular conference calls between the Petitioners, the Committee of Secured Note Holders and the Monitor, developed a plan for putting the Tulsequah Project on a "care and maintenance" basis and have begun to implement that process, initiated proceedings in the United States Bankruptcy Court for recognition of the Initial Order and have obtained an interim stay order pending a further hearing on April 9, 2009, arranged for a central storage facility to be rented and have begun to consolidate Redfern's equipment in that facility, and commenced development of a plan for the care of the site to minimize environmental issues. Redfern is continuing to finalize outstanding permits required to allow the mine development to proceed as planned on a successful restructuring. Work on fabrication of the Air Cushion Barge in Portland, Oregon, is on hold pending progress in the restructuring process. Redcorp Ventures Ltd. (CA:RDV) -- http://www.redcorp-ventures.com and http://www.redfern.bc.ca-- is a Vancouver, British Columbia- based mineral exploration and development company with active projects in British Columbia, Canada and Portugal. Redcorp and Redfern sought and were granted protection under the Companies' Creditors Arrangement Act by order of the Supreme Court of British Columbia on March 4, 2009. KPMG Inc. was appointed Monitor. RITCHIE CAPITAL: Objects to Sale of Polaroid at 'Fire-Sale' Price ----------------------------------------------------------------- Ritchie Capital Management, L.L.C. and related companies have filed a motion with the U.S. Bankruptcy Court in Minneapolis objecting to the proposed sale of Polaroid Corporation in its Chapter 11 bankruptcy case. Ritchie Capital filed the objection under seal because some of the information contained in the objection was obtained by Ritchie Capital on a confidential basis. Ritchie Capital said its objection to the proposed sale is based on three major issues: -- The proposed sale of all of Polaroid's assets under "fire sale" conditions will result in significantly less recovery for the bankruptcy estate than could be obtained if Polaroid's assets were sold separately, at a later date, and under better market conditions than exist today. The proposed sale price is only one-tenth of the amount Petters Group Worldwide paid for Polaroid three years ago, and its assets have not significantly changed or diminished in value since then, Ritchie Capital said. -- Ritchie Capital has strong reason to believe that the stalking horse bidder has undisclosed conflicts of interest due to relationships with companies and individuals with long-standing connections to Thomas Petters, PGW and individuals who currently hold senior management positions at Polaroid. Ritchie Capital has reason to believe that current Polaroid senior management will benefit from the sale of Polaroid to the stalking horse bidder, other than by virtue of their positions at Polaroid. -- Better value-creating options exist that would result in more recovery for the debtor's estate, including an alternative offer that has been made by a consortium of Ritchie Capital, Acorn Capital Group, LLC, and RWB Services LLC, each of which assert senior liens on the material Polaroid assets. Under this alternative offer, these companies would waive their liens and would acquire only the Polaroid brand name and intellectual property, and would leave behind, for the benefit of all other creditors, the other valuable Polaroid assets and most of Polaroid's cash- on-hand. The motion was filed the same day that the U.S. Bankruptcy Court ruled against a Ritchie Capital motion seeking to question certain Polaroid executives under oath to determine if undisclosed conflicts of interest exist relating to the pending sale of Polaroid. "We are disappointed that the Court rejected our request for discovery relating to very serious potential conflict of interest issues. Our new objection to the sale of Polaroid to the stalking horse bidder details the information we currently have available concerning the probability of conflicting relationships between the proposed buyer and the Polaroid insiders who negotiated the proposed sale transaction. "We hope that the Court will give careful consideration to our objection and will at least postpone the sale to permit the facts to be disclosed and evaluated. If the Court continues to deny us discovery, we believe the burden should be on Polaroid to prove that these alleged conflicts do not exist." As reported by the Troubled Company Reporter on March 12, 2009, the U.S. Bankruptcy Court for the District of Minnesota approved the auction and bidding procedures for the sale of all the properties, assets and rights of Polaroid to PHC Acquisitions, LLC, the proposed purchaser, subject to higher or better offers. PHC will be buying all of Polaroid's intellectual property rights and the "Polaroid" name and brand, and other assets related to the Polaroid business. Pursuant to an Asset Purchase Agreement by and among the Debtors and the proposed purchaser, dated as of January 24, 2009, PHC Acquisitions, LLC has offered to purchase the Debtor's assets for $42,000,000 in cash and the assumption of certain liabilities, free and clear of all liens, claims, and encumbrances. PHC Acquisitions is an affiliate of Genii Capital, S.A., a Luxembourg based private equity firm. The Court also approved the payment of a break-up fee of $1,200,000, an expense reimbursement of up to $500,000 and other Protections to the PHC, as stalking horse bidder. In the case of multiple bids, the Court has scheduled an auction for March 30, 2009, at 9:00 a.m. (prevailing Central Time) at the offices of Lindquist & Vennum PLLP in Minneapolis, Minnesota. The deadline for the submission of competing bids will be March 26, 2009, at 5:00 p.m. (prevailing Central Time). The Sale Hearing will be held on March 31, 2009, at 1:30 p.m. (prevailing Central Time). Objections, if any, to the sale were due March 26, 2009. Bids for the Acquired Assets or substantially all of the assets of Polaroid must be for a minimum bid equal to or greater than the sum of (i) the purchase price set forth in the Purchase Agreement, (ii) the Expense Reimbursement, (iii) the Break-Up Fee; and (iv) $150,000. A good faith deposit equal to 10% of the Initial Incremental Bid Amount will be submitted, which deposit will be held in escrow until the selection of the Successful Bidder(s) and the Back-Up Bidder(s), as to all other bidders, or as to the Back-Up Bidder(s), 48 hours after the Back-Up Bidder(s) is terminated. About Ritchie Capital Ritchie Capital Management, L.L.C. is a diversified alternative asset management firm established in 1997 with interests in hedge funds, private equity, venture capital, insurance, energy and real estate and with offices in Lisle, Illinois; New York; and Menlo Park, California. About Polaroid Corporation Polaroid Corporation -- http://www.polaroid.com-- makes and sells films, cameras, and other imaging products. The company and 20 of its affiliates first filed for bankruptcy protection on October 12, 2001 (Bankr. D. Del. Lead Case No. 01-10864). Skadden, Arps, Slate, Meagher & Flom LLP represented the Debtors in their previous restructuring efforts. At that time, the company blamed steep decline in its revenue and the resulting impact on its liquidity. On June 28, 2002, the U.S. Bankruptcy Court for the District of Dealware approved the purchase of substantially all of Polaroid's business by One Equity Partners. The bid provides for cash consideration of $255 million plus a 35% interest in the new company for unsecured creditors. Polaroid Corp., together with 11 affiliates, filed its second voluntary petition for Chapter 11 on Dec. 18, 2008 (Bankr. D. Minn., Lead Case No. 08-46617). Judge Gregory F. Kishel handles the Chapter 22 case. James A. Lodoen, Esq., at Lindquist & Vennum P.L.L.P, is the Debtors' counsel. According to the company, the financial structuring process and the second bankruptcy filing are the result of events at Petters Group Worldwide, which has owned Polaroid since 2005. The founder of Petters Group and certain associates are currently under investigation for alleged acts of fraud that have compromised the financial condition of Polaroid and other entities owned by Petters Group. The company and its leadership team are not subjects of the ongoing investigation involving Petters Group. RITZ CAMERA: Bidding Procedures for 400 Stores Get Court Approval ----------------------------------------------------------------- Barton Eckert at Denver Business Journal reports that the Hon. Mary Walrath of the U.S. Bankruptcy Court for the District of Delaware has approved Ritz Camera Center Inc.'s bidding procedures for its 400 stores. As reported by the Troubled Company Reporter on March 12, 2009, Ritz Camera told Judge Walrath at the hearing on the Boaters World auction that it wanted to close 400 of its 800 stores. Business Journal relates that Judge Walrath also approved Ritz Camera's request to borrow about $85 million from Wachovia Bank to help fund operations as it closes the stores. Ritz Camera said in court documents that it wants liquidators to bid for rights to oversee the sales by March 30. Business Journal states that Ritz Camera will hold an auction on April 1 if it gets more than one acceptable bid. According to Bloomberg News, Ritz Camera Chief Restructuring Officer Marc Weinsweig as saying two groups of liquidators have made bids -- Gordon Brothers Retail Partners LLC and Hilco Merchant Resources LLC. A hearing will be held on April 2 for the approval of the sale, Business Journal reports. About Ritz Camera Centers Inc Headquartered in Beltsville, Maryland, Ritz Camera Centers Inc. -- http://www.ritzcamera.com-- sells digital cameras and accessories, and electronic products. The company filed for Chapter 11 protection on February 22, 2009 (Bankr. D. Del. Case No. 09-10617). Karen M. McKinley, Esq., and Norman L. Pernick, Esq., at Cole Scholtz Meisel Forman Leonard, P.A., represent the Debtor in its restructuring efforts. The Debtor proposed Thomas & Libowitz PA as corporate counsel; FTI Consulting Inc. t/a FTI Palladium Partners as financial advisor; and Kurtzman Carson Consultants LLC as claims agent. When the Debtor filed for protection from its creditors, it listed assets and debts between $100 million and $500 million. ROC PREF: S&P Affirms Ratings on Preferred Shares to 'BB-' ---------------------------------------------------------- Standard & Poor's Ratings Services affirmed its ratings on ROC Pref. II Corp.'s preferred shares and removed them from CreditWatch with negative implications. The affirmations and CreditWatch removals reflect the affirmation and CreditWatch negative removal of the rating on Tigers 2004-24's credit-linked notes, to which the preferred shares on ROC Pref. II Corp. are linked. Ratings Affirmed And Removed From Creditwatch Negative ROC Pref II Corp. Preferred shares Rating ------ Class To From ----- -- ---- Global scale: BB- BB-/Watch Neg Canada scale: P-3(Low) P-3(Low)/Watch Neg ROYAL CARIBBEAN: S&P Downgrades Corporate Credit Rating to 'BB-' ---------------------------------------------------------------- Standard & Poor's Rating Services lowered its corporate credit rating on Miami, Florida-based Royal Caribbean Cruises Ltd. to 'BB-' from 'BB'. The issue-level ratings on the company's debt were also lowered by one notch. At the same time, these ratings were removed from CreditWatch, where they were placed with negative implications Jan. 30, 2009. The rating outlook is negative. S&P previously placed its ratings on CreditWatch following the company's fourth-quarter earnings announcement, in which RCL presented its forecast of declines in net revenue yields for 2009 in the range of 9% to 13%. As outlined in S&P's Dec. 5, 2008 press release, S&P's previous projections incorporated the expectation for net revenue yields to decline in the mid-single- digit percentage area in 2009, which translated into minimal growth in EBITDA and would drive leverage (adjusted for operating leases and port commitment fees) to the low-6x area by the end of 2009. "The downgrade reflects our revised expectations for 2009 and 2010, which now project net revenue yields to decline in the mid- teens percentage area in 2009," said Standard & Poor's credit analyst Ben Bubeck. S&P estimates this would result in EBITDA declines in the mid- to high-teens percentage range, despite scheduled capacity increases in fiscal 2009 of nearly 7%. S&P is also rating to the assumption of flat net revenue yields in 2010, which would likely drive EBITDA growth roughly in line with scheduled capacity increases of nearly 12% next year. In this scenario, S&P projects that funded debt balances would rise by nearly $1.5 billion in 2009 and that leverage (adjusted for operating leases and port commitment fees) would increase to the mid-7x area. In addition, given S&P's expectations for EBITDA growth in 2010 roughly in line with capacity increases and incremental funded debt needs in excess of $1 billion, S&P projects that leverage will remain above 7x through 2010 -- a level S&P considers to be weak for the 'BB-' rating. The rating outlook remains negative, reflecting S&P's continuing concerns that the weakened state of the economy and the pullback in consumer spending will challenge RCL's ability to fill its ships at an adequate price point to meet S&P's revised projections and improve credit measures to levels more in line with the current rating. In addition, the negative outlook reflects substantial funding needs relative to the scheduled delivery of two Oasis-class ships. While S&P's rating incorporates the expectation that RCL will secure financing for the first Oasis- class ship in the near term, the negative outlook also speaks to some concern around the company's need to secure the second roughly $1 billion financing commitment in the current challenging credit climate. However, S&P also recognize that RCL has several quarters to work toward securing this commitment. The rating on RCL reflects an aggressive financial risk profile, the capital intensive nature of the cruise industry, and the sensitivity of the travel and leisure sector to economic cycles. These factors are somewhat offset by RCL's solid brands, a relatively young and high-quality fleet of ships, high barriers to entry in the cruise industry, and an experienced management team. RYERSON INC: S&P Puts 'B' Corporate Ratings on Negative Watch ------------------------------------------------------------- Standard & Poor's Ratings Services said that it placed its ratings on Chicago, Illinois-based Ryerson Inc., including its 'B' corporate credit and senior secured debt ratings, on CreditWatch with negative implications. "The CreditWatch listing reflects our concern that Ryerson's profitability, cash flow, and credit measures will likely weaken materially during 2009, likely pressuring the company's liquidity position," said Standard & Poor's credit analyst Maurice Austin. Given the sharp deterioration in both steel and aluminum market conditions in North America over the past several months, S&P expects operating conditions to remain challenging in the near term. In resolving the CreditWatch listing, S&P will meet with management and evaluate its operating and financial strategies in light of the ongoing challenging business conditions. The company's ability to adjust its operations to maintain adequate liquidity will be a key component of S&P's review given the continuing weak markets. SAGECREST HOLDINGS: Voluntary Chapter 15 Case Summary ----------------------------------------------------- Chapter 15 Petitioner: Peter C.B. Mitchell provisional liquidator of SageCrest Holdings Limited Chapter 15 Debtor: SageCrest Holdings Limited Canon's Court 22 Victoria Street Hamilton HM 12 Bermuda Chapter 15 Case No.: 09-50546 Debtor-affiliates filing Chapter 11 petitions Aug. 20, 2008: Entity Case No. ------ -------- SageCrest Holdings Ltd. 08-50763 Type of Business: The Debtors specialize in making secured loans to smaller companies in financial, life- insurance and mortgage businesses. Chapter 15 Petition Date: March 27, 2009 Court: United States Bankruptcy Court District of Connecticut (Bridgeport) Chapter 15 Petitioner's Counsel: Melissa Zelen Neier, Esq. mneier@ibolaw.com Ivey, Barnum, and O'Mara 170 Mason Street P.O. Box 1689 Greenwich, CT 06836 Tel: (203) 661-6000 Estimated Assets: $100 million to $500 million Estimated Debts: $100 million to $500 million SPORTSMAN'S WAREHOUSE: Can Access GECC $30MM DIP Loan on Interim ---------------------------------------------------------------- The Hon. Christopher S. Sontchi of the U.S. Bankruptcy Court for the District of Delaware authorized Sportsman's Warehouse Inc. and its debtor-affiliates to access, on the interim basis, $30 million of the $85 million committed under the debtor-in-possession credit agreement dated March 19, 2009, with a syndicate of financial institution including General Electric Capital Corporation, as administrative agent. Judge Sontchi also authorized the Debtors to use cash collateral to pay operating expenses and vendors to ensure a continued supply of goods essential to the Debtors' continued viability in accordance to the DIP budget. Certain subsidiaries of the Debtors on October 31, 2007, entered into a loan agreement with GECC to provide revolving credit facility, which agreement guaranteed by SW Holdings. The credit facility is secured by a fist priority lien on and security interest in substantially all of the Debtors' assets. The Debtors owe about $33.5 million under the credit agreement as of their bankruptcy filing. Furthermore, the Debtors' subsidiaries entered into another credit agreement with GB Merchant Partners LLC to provide as much as $20 million in term loan on Jan. 11, 2008. The term loan is secured by a second priority lien on and security interest in the same collateral securing GECC credit facility. The Debtors owe approximately $16 million under the term loan agreement as of their bankruptcy filing. The DIP facility will provide new liquidity to the Debtors to allow them to (i) minimize disruption to their businesses and ongoing operations; (ii) enhance the value of the Debtors' estates for the benefit of all of their creditors; (iii) avoid immediate and irreparable harm to their creditors, businesses and employees; and (iv) permit the Debtors to continue to pursue the restructuring process. The salient terms of the debtor-in-possession loan are: Borrowers: subsidiary Debtors Guarantor: SW Holdings Agent: GECC Sole Lead Arranger and Sole Bookrunner: GE Capital Markets Inc. Principal Amount: A revolving loan in an aggregate amount not to exceed $85 million, with $30 million available upon entry of the Interim Order pending entry of a Final Order . Maturity: The date that is the earliest of: (a) 12 months after the bankruptcy filing; (b) the earlier of (i) the date upon which the order granting interim approval of the DIP Loan expires or (ii) 35 days after the entry of the Interim Order, in either case, if final approval of the Loan has not been granted prior to the expiration of that period; (c) if a plan of reorganization has been confirmed by order of the Court, the earlier of (i) the effective date of the plan of reorganization or (ii) the 30th day after the date of entry of the confirmation order; (d) the closing of a sale of substantially all of the equity or assets of the Debtors; (e) the date of indefeasible prepayment in cash in full by Debtors of all obligations under the DIP Facility in accordance with the terms; or (f) upon acceleration of the DIP loan. Interest: At the option of Debtors: (a) Index Rate plus 300 basis points; or (b) three- month LIBOR plus 450 basis points. Default Interest: During the continuance of an event of default, DIP loan, interest, fees and other amounts due under the DIP facility will bear interest at a rate that is 200 basis points per annum greater than the rate otherwise applicable to DIP Loans at such time . Unused Commitment Fee: 100 basis points Under the agreement, the Debtors may convert the DIP credit agreement into an exit facility subject to terms and conditions acceptable to the DIP lenders. The maturity date of the exit facility will be three years from the closing date, so long as the Debtors' plan of reorganization is reasonably acceptable to the DIP lenders. The Debtors expect that the exit facility will be effectuated through an amendment to the documentation, which may include an amendment and restatement or a replacement facility. The DIP facility subject to carve-outs to pay unpaid fees and expenses (i) of professionals retained by the Debtors not to exceed $1 million and (ii) to the United States Trustee and the clerk of the Court not to exceed $4.5 million. The DIP agreement contains customary and appropriate events of default. The lenders will be granted superpriority administrative expense claim status to secured their DIP obligations, the Debtors said. A hearing is set for April 15, 2009, at 3:00 p.m. (Prevailing Eastern Time) to consider approval of the request. Objections, if any, are due April 8, 2009, by 4:00 p.m. A full-text copy of the Debtors' debtor-in-possession credit agreement is available for free at: http://ResearchArchives.com/t/s?3aad A full-text copy of the Debtors' DIP budget is available for free at: http://ResearchArchives.com/t/s?3aac 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. The company listed assets of $436 million against debt totaling $452 million as of Dec. 31., 2008. SPORTSMAN'S WAREHOUSE: Seeks Kurtzman Carson as Claims Agent ------------------------------------------------------------ Sportsman's Warehouse Inc. and its debtor-affiliates ask the United States Bankruptcy Court for the District of Delaware for permission to employ Kurtzman Carson Consultants LLC as their claims, noticing and balloting agent. The firm will: a) distribute required notices to parties-in-interest; b) receive, maintain, docket, and otherwise administer the proofs of claims filed in these chapter 11 cases; c) tabulate acceptances and rejections of the Debtors' plan(s) of reorganization; and d) provide other administrative services that the Debtors, the Clerk of the Court, or the Court may require. Michael J. Frishberg, vice president of the firm, assures the Court that the firm is a "disinterested person" as defined in Section 101(14) of the Bankruptcy Code. The Debtors propose that fees and expenses of the firm incurred in the performance of services in accordance with the service agreement will be treated as administrative expenses of the Debtors' Chapter 11 estate and be paid in the ordinary course of business. A full-text copy of the KKC Service Agreement is available for free at http://ResearchArchives.com/t/s?3aab 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. The company listed assets of $436 million against debt totaling $452 million as of Dec. 31., 2008. TROPICANA ENTERTAINMENT: Amends Plans to Discuss IP Rights ---------------------------------------------------------- Tropicana Entertainment LLC and 26 other debtors -- the OpCo Debtors -- and Tropicana Las Vegas Holdings, LLC, and six debtor affiliates -- the LandCo Debtors -- presented to the U.S. Bankruptcy Court for the District of Delaware additional modifications to their First Amended Chapter 11 Plan of Reorganizations and accompanying Disclosure Statements dated March 20, 2009. Among other things, both Debtor groups made additional disclosures with respect to intellectual property rights. The OpCo Amended Plan also includes a note that the Official Committee of Unsecured Creditors believes that the Plan is in the best interests of the general unsecured creditors and recommends those creditors to vote to accept the Plan. The LandCo Amended Plan included additional disclosure of a "Working Capital Facility" to be provided by Wells Fargo Foothill and certain other LandCo Lenders for the extension of a capital loan to New LandCo of up to $15 million on terms acceptable to both parties. It also provides that holders of allowed Class 4 Claims and allowed Class 6 Claims will receive a settlement payment, which consists of a cash payment of an amount equal to the lesser of (1) the aggregate amount of each allowed Class 4 and Class 6 Claims, or (2) $400,000 in the aggregate. The LandCo Debtors also disclosed an increase in the projected recovery of certain classes of Claims, which include: Class Description Treatment of Claim; Recovery ----- ----------- ---------------------------- 4 LandCo General Pro rata share of the Unsecured Claims Litigation Trust Proceeds and Settlement Payment Est. Recovery: 1.1% to 12.3% Est. Amount: $3,200,000 to $9,400,000 6 Insider Claims In Cash, the pro rata share of the Litigation Trust Proceeds and Settlement Payment Est. Recovery: Less than 1.1% Est. Amount: $28,200,000 Full-text copies of the blacklined versions of the March 20 Plan Modifications are available at no charge at: http://bankrupt.com/misc/Tropi_Blacklined1stAmOpCoPlan_Mar20.pdf http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmOpCoPlan_Mar20.pdf http://bankrupt.com/misc/Tropi_Blacklined1stAmLandCoPlan_Mar20.pdf http://bankrupt.com/misc/Tropi_BlacklinedDS1stAmLandCoPlan_Mar20.pdf As reported by the Troubled Company Reporter on March 9, 2009, the Court has approved both Debtor groups' disclosure statements. Tropicana has begun distributing the ballots, which are accompanied by a letter of support from the unsecured creditors committee. Judge Kevin Carey has set this timeline for each of the OpCo and LandCo Plans: -- March 10 as the record date for the purpose of determining claims that are entitled to receive solicitation packages. -- April 17, as the voting deadline for the Plan. -- April 20 as the deadline for filing objections to the Plan. -- April 27, 2009 at 10:00 a.m. as the first day of the confirmation hearing. According to the LandCo Disclosure Statement, the LandCo Plan originally provided for 0% to 12.3% recovery by unsecured creditors, the cancellation of existing stock and zero recovery for stockholders. Holders of the LandCo Credit Facility Claims will receive full recovery for the first $358,000,000 to $378,000,000, but zero recovery for a deficiency claim of $65 million to $85 million. A full-text copy of the LandCo Disclosure Statement, as first amended, is available at http://researcharchives.com/t/s?3a25 For the OpCo Plan, unsecured claims totaling up to $330,200,000 will receive less than 1% recovery, and also the cancellation of all equity interests. Holders of the OpCo Credit Facility claims aggregating $552 million to $707 million will receive full recovery. A copy of the Opco Disclosure Statement, as first amended, is available at http://researcharchives.com/t/s?3a24 In its letter to creditors, the Committee wrote that its support is the result of "vigorous negotiations" among Tropicana, the secured lenders and the Committee. The letter asserts that the Committee obtained what "it believes is improved treatment for all classes of general unsecured claims compared with treatment proposed in previously-filed versions." "Due to the facts and circumstances of the [Tropicana] cases, in particular, the litigation risk and uncertainty associated with challenging valuation and confirmation . . . the Committee recommends that general unsecured creditors vote to accept the [current] plan," the letter continued. "Understanding that the backdrop for this effort has been the nation's continuing financial crisis, we commend our lenders and the Committee for engaging in a highly productive negotiation," said Tropicana CEO Scott C. Butera. "Our plan is stronger for these efforts because we have been able to take into account the interests of all the company's key stakeholders. "Our employees have earned our highest respect," Mr. Butera said. "Throughout the restructuring process, they have been enthusiastic and extremely loyal. Now, with renewed regulatory and community relationships, stronger employee relations, and better overall business systems in place, we feel we have the resources necessary to operate in the highly competitive hospitality and gaming industry." About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: DIP Lenders Waive EBITDA Covenant Default ------------------------------------------------------------------ Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware permitted Tropicana Entertainment LLC to enter into the proposed amendments to their DIP credit facility. Among other things, the DIP Loan Amendments relate to the DIP Lenders waiving the EBITDA Covenant Default provisions and implementing revised submissions of compliance certificates and updated cash flow forecasts by the Debtors. The Debtors are also authorized to pay the $750,000 amendment fee in connection with the implementation of the DIP Amendment. The Court previously entered a final DIP order on May 30, 2008, authorizing the Debtors to obtain up to $67,000,000 in postpetition financing on a superpriority administrative claim and first priority priming lien basis, pursuant to the terms of the Senior Secured Superpriority Debtor-in-Possession Credit Agreement, dated May 5, 2008, as amended, by and among the Debtors and Silver Point Finance, LLC, as administrative agent, collateral agent, sole bookrunner, and sole lead arranger. Silver Point has since then been replaced by The Foothill Group, Inc. According to Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, as a direct result of the current unprecedented economic crisis, which has significantly depressed consumer demand for casino gaming-related travel and entertainment, the Debtors' consolidated EBITDA figures for the trailing three months ending January 31, 2009, was less than the permitted minimum amount for the period as set forth in the DIP Credit Agreement. Thus, he said, the Debtors initiated a dialogue with the DIP Lenders that resulted in the waiver and amendment to the DIP Credit Agreement. The Debtors completed negotiations with the DIP Lenders on the terms of an agreement to waive any existing covenant default and to amend the EBITDA covenant to ensure their compliance under the DIP Credit Agreement on a going-forward basis to avoid unnecessarily derailing the proceedings to confirm the plans of reorganization they have filed. In addition to amending the EBITDA covenant, the DIP Amendment also extends certain deadlines and modifies certain other requirements. The additional modifications will help enable the Debtors to maintain focus on their operations, conserve resources, and afford the Debtors greater flexibility in running their businesses, Mr. Kaufman said. The general waivers and modifications to the DIP Credit Agreement are: (a) The DIP Lenders agree to waive the EBITDA Covenant default under Section 6.10 of the DIP Credit Agreement for the period ending January 31, 2009. (b) The EBITDA Covenants in Section 6.10 of the DIP Credit Agreement will be adjusted to reflect the Debtors' current projections and to include EBITDA generated from the Casino Aztar Evansville operations. (c) The DIP Lenders changed the requirement to deliver compliance certificates from quarterly to monthly. (d) The DIP Lenders changed the requirement to deliver updated cash flow forecasts from weekly to every other week. (e) The DIP Lenders gave the Debtors until July 21, 2009, or a later date as determined by the requisite Lenders, to get gaming authority approval for the Casino Aztar Evansville. (f) The Debtors must obtain the prior written consent of the holders of greater than 66-2/3% of all loans outstanding and commitments at that time in order to dispose, or seek to dispose, of Casino Aztar Evansville. (g) The Debtors agreed to pay an amendment fee of $750,000. The Debtors believe that the payment of the Amendment Fee, which was the product of arm's-length negotiations undertaken in good faith, is justified by their Debtors' business judgment. A blacklined version of the execution version of the DIP Amendment against the DIP Amendment originally attached to the Motion is available at no charge at: http://bankrupt.com/misc/Tropi_BlacklinedDIPAmendment_030509.pdf About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Exclusivity Periods Extended to July 17 ---------------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware granted Tropicana Entertainment LLC's request for an extension of the Debtors' exclusive periods to file and solicit acceptances of a bankruptcy exit plan. The Debtors' exclusive period to solicit plan acceptances is extended through and including the earlier of (i) 10 business days after the entry of an order either granting or denying confirmation of the Debtors' Plans, or (ii) July 17, 2009. Onex Corporation and certain of its affiliates tried to block approval of the request. The Onex entities said they had recently been made aware that the Debtors attempted to e-mail a Plan Term Sheet on March 4, 2009, to Alex Yemenidjian, an individual consulting with Onex on this matter. However, Mr. Yemenidjian's e-mail server was offline on that day. Thus, he was not able to receive the e-mail on that day. Onex also noted that representatives of the Debtors did not e-mail the Term Sheet to Onex's counsel or other Onex representatives, and the Debtors' counsel did not deliver or mention the Term Sheet to Onex's counsel at the Disclosure Statement hearing early this month. The Debtors retorted that they were merely seeking to maintain exclusivity and avoid the distraction and uncertainty created for a sufficient time necessary to confirm their plans. Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, maintained that a confirmation hearing has been set for April 27, 2009. Onex's objection is "a tactical maneuver designed not to speed confirm or emergence, or to present a viable alternative to the Debtors' proposed LandCo Plan, but instead to gain leverage on a side issue totally extraneous to the plan process," Mr. Kaufman said. "In short, Onex wants a royalty-free license to use a trademark it does not own and has no continuing right to use after emergence, and now seeks to gum up the works, to the detriment of all stakeholders, to get what it wants," Mr. Kaufman said. About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) TROPICANA ENTERTAINMENT: Court OKs Changes to Adequate Protection ----------------------------------------------------------------- Judge Kevin Carey of the U.S. Bankruptcy Court for the District of Delaware granted Tropicana Entertainment LLC's request to modify the adequate protection provided to lenders of Tropicana Las Vegas Holdings, LLC, and six debtor affiliates. From and after March 15, 2009, the LandCo Debtors will not be required to pay the Adequate Protection Payments and no further changes to the Final Cash Collateral Order are effected. The Court's order, however, does not decrease the principal amount of, or extend the maturity of, any scheduled principal payment date or date for the payment of any interest on any loan, or waive or excuse any payment or part of it under the LandCo Credit Facility loan documents. The Final Cash Collateral Order will remain in full force and effect, including with respect to the Debtors' right to use the Cash Collateral. All parties reserve and retain their rights. As reported by the Troubled Company Reporter on March 13, 2009, the Debtors asked the Bankruptcy Court for authority to modify, nunc pro tunc to March 15, 2009, the adequate protection granted to the lenders under or in connection with a credit agreement dated January 3, 2007, as amended, among Tropicana Las Vegas Resort and Casino, LLC, Tropicana Las Vegas Holdings, LLC, certain lenders, and Wells Fargo Bank, N.A., as successor to Credit Suisse as administrative agent to the LandCo Lenders. The Debtors argued that they should not be required to pay the adequate protection payments from and after March 15, 2009. The Final Cash Collateral Order dated May 30, 2008, authorized the Debtors to use the LandCo Lenders' cash collateral subject to certain adequate protection obligations, including the payment of certain adequate protection payments, Lee E. Kaufman, Esq., at Richards, Layton & Finger, P.A., in Wilmington, Delaware, said. Accordingly, over the course of their Chapter 11 cases, the Debtors have continued to make the Adequate Protection Payments out of the "Segregated Interest Funds" held in a cash account at Bank of America. Most recently, the Debtors paid the LandCo Lenders a February 2009 Adequate Protection Payment of $1,800,000, which does not include payments on account of the LandCo Agent's fees, Mr. Kaufman said. At present, there remains roughly $14,800,000 in the Segregated Interest Account, and the next Adequate Protection Payment of approximately $1,500,000 is due March 16, 2009. This also does not include the LandCo Agent's Fees, according to Mr. Kaufman. Since the entry of the Final Cash Collateral Order, it has become apparent that the value of the LandCo Lenders' Collateral does not exceed their claims under the LandCo Credit Facility, Mr. Kaufman pointed out. Consequently, the LandCo Lenders are undersecured. He notes that the LandCo Debtors' plan of reorganization and related disclosure statement reflect this reality. The Debtors said that they are moving expeditiously toward the plan confirmation process and are hopeful that the LandCo Plan will become effective by June 30, 2009. In the interim, however, relief from the "onerous" Adequate Protection Payments will assist the LandCo Debtors in avoiding liquidity issues before that the anticipated plan effective date by preserving a larger portion of the remaining amounts in the Segregated Interest Account for their use, if necessary, Mr. Kaufman asserted. He also said the "precipitous decline" in the United States economy, and in the gaming industry in particular, has hurt the Debtors' revenues and impaired their liquidity. Mr. Kaufman said the LandCo Debtors' overall cash position is expected to be reduced by approximately $2,100,000 between March 1, 2009, and June 30, 2009, as a result of payment of the LandCo Agent's Fees and capital expenditures. Continuing the Adequate Protection Payments is estimated to result in a further $7,400,000 reduction in the LandCo Debtors' available cash before their anticipated emergence by the end of June 2009, he said. Maintaining the current balance of the Segregated Interest Funds will increase the available assets upon consummation of the LandCo Plan, Mr. Kaufman said. On the contrary, he said, continuing the Adequate Protection Payments will squander substantial estate resources, particularly in light of the fact that the LandCo Lenders are not entitled to payments of postpetition interest and are adequately protected against diminution in the value of their Collateral. The Debtors also sought to leave the Final Cash Collateral Order in place, including continuing the LandCo Lenders' other adequate protection rights and continuing the Debtors' authority to use the Cash Collateral. The steering committee for the LandCo Lenders has been informed of the Debtors' intention to file their Motion to Modify Adequate Protection, and has indicated that it does not object to the relief requested and will not seek payment of the March 16, 2009 Adequate Protection Payment, except if the Court denies the Debtors' request. The LandCo Lenders nevertheless reserve their rights in respect of valuation and adequate protection, subject to confirmation of a plan for the LandCo Debtors that is to their satisfaction. In the event no plan is confirmed, the LandCo Lenders say they may seek relief inconsistent with the Debtors' request. John R. Castellano, a managing director of the Debtors' restructuring advisors, AlixPartners, LLP, affirmed in a declaration in support of the Debtors' Motion that "unless the LandCo Debtors are relieved of the Adequate Protection [Payments,] the LandCo Debtors' liquidity may be unnecessarily restrained before the LandCo Plan can be confirmed and become effective." Mr. Castellano stated that failure to make the necessary and prudent expenditures will have a "negative impact on the LandCo Debtors' assets and will likely prevent the LandCo Debtors from realizing the increased profitability set forth in the LandCo Financial Projections, while continuing the capital expenditures will enhance the LandCo Debtors' ability to remain on course to maximize the value of their assets under the circumstances." About Tropicana Entertainment Based in Crestview Hills, Kentucky, Tropicana Entertainment LLC -- http://www.tropicanacasinos.com/-- is an indirect subsidiary of Tropicana Casinos and Resorts. The company is one of the largest privately-held gaming entertainment providers in the United States. Tropicana Entertainment owns eleven casino properties in eight distinct gaming markets with premier properties in Las Vegas, Nevada, and Atlantic City, New Jersey. Tropicana Entertainment LLC filed for Chapter 11 protection on May 5, 2008, (Bankr. D. Del. Case No. 08-10856). Its debtor- affiliates filed for separate Chapter 11 petitions but with no case numbers assigned yet. Kirkland & Ellis LLP and Mark D. Collins, Esq., at Richards Layton & Finger, represent the Debtors in their restructuring efforts. Their financial advisor is Lazard Ltd. Their notice, claims, and balloting agent is Kurtzman Carson Consultants LLC. Epiq Bankruptcy Solutions LLC is the Debtors' Web site administration agent. AlixPartners LLP is the Debtors' restructuring advisor. Stroock & Stroock & Lavan LLP and Morris Nichols Arsht & Tunnell LLP represent the Official Committee of Unsecured Creditors in this case. Capstone Advisory Group LLC is financial advisor to the Creditors' Committee. Bankruptcy Creditors' Service, Inc., publishes Tropicana Bankruptcy News. The newsletter tracks the chapter 11 restructuring proceedings commenced by Tropicana Entertainment LLC and its affiliates. (http://bankrupt.com/newsstand/or 215/945-7000) WOLF BLOCK: Closure Affects 300 Lawyers, Mostly Joining Cozen ------------------------------------------------------------- Gina Passarella at The Legal Intelligencer reports that Wolf Block LLP's closure would affect 300 lawyers. Citing sources, The Legal Intelligencer relates that more than a hundred of Wolf Block attorneys could join Cozen O'Connor, Wolf Block's former potential merger partner. According to the report, real estate partner and executive committee member Robert Silverman already joined Cozen O'Connor on Wednesday. The report states that Cozen O'Connor President Thomas A. "Tad" Decker said that the firm signed deals with several other groups from Wolf Block, including real estate, trusts and estates and tax attorneys. Other lawyers from Wolf Block will work in Cozen O'Connor on April 6, the report says. The report states that these lawyers include: -- Robert I. Friedman, -- Steven Winters, -- Lester Lipschutz, -- Edward Glickman, -- David R. Glyn, -- Leonard Cooper, -- Matthew Kamens, -- Herman Fala, -- Bernard Lee, -- Henry Miller, -- Jim Williams, -- Diana Liu, and -- Thomas Witt. According to The Legal Intelligencer, the remaining attorneys are associates with Wolf Block. Mr. Decker said that they are all set to join in seven to 10 days. The Legal Intelligencer reports that Tom Gallagher, chairman of Wolf Block's tax practice, will also join Cozen O'Connor around the same time as the other groups, and Mr. Decker said that Mr. Gallagher would probably bring at least two other attorneys with him. The report states that Barry Klayman, a partner from Wolf Block's Wilmington, will also join Cozen O'Connor. Stradley Ronon Stevens & Young has hired Wolf Block's Richard Zucker and Gretchen M. Santamour. Ten 10 Wolf Block attorneys have joined Drinker Biddle: -- Kathleen M. Jennings, -- William J. Rhodunda, -- Todd C. Schiltz, -- Joseph C. Schoell, -- Shawn P. Tucker, -- Charles M. Oberly, -- Jennifer B. Ranji, -- Chandra J. Rudloff, -- Karen V. Sullivan, and -- Daniel Turner Jr. The Legal Intelligencer states that Wolf Block's Warren Fusfeld and Melissa Kurtzman joined Littler Mendelson's Philadelphia office. Wolf Block LLP is a law firm based in Philadelphia. It was founded in 1903. As reported by the Troubled Company Reporter on March 24, 2009, Wolf Block LLP decided to dissolve the firm, blaming the economic recession and the constriction of credit, among other factors. * DBRS Calls Ontario's 2009 Budget "Walking a Fine Line" -------------------------------------------------------- Dominion Bond Rating Service says the 2009 budget presented by the Province of Ontario signals a much more drastic deterioration in the fiscal and financial outlooks of the Province than DBRS had anticipated, with large deficits planned for the next four years and sharp increases in debt to levels unseen since the mid-1990s. While DBRS recognizes the need for governments to maintain key services and stimulate economic activity in recessionary times, it is concerned about the affordability of Ontario's spending plan and the relatively slow pace of the planned fiscal recovery, which stands in contrast to plans presented so far by other Canadian provinces. This leaves limited room to weather further deterioration in economic conditions or a slower recovery than foreseen in the budget. Faced with a shrinking manufacturing sector and an inflated spending base due to measures aimed at lessening the impact of the recession on its economy, the Province is now forecasting deficits of C$14.1 billion in 2009-10, C$12.2 billion in 2010-11 and C$9.7 billion in 2011-12, with a slow return to balance planned over the following four fiscal years. This translates into annual deficits of C$17 billion to C$21 billion over the three-year period on a DBRS-adjusted basis (including capital expenditures on a pay-as- you-go basis rather than as amortized), or approximately 3% to 4% of GDP, which points to sizeable debt pressure ahead. Revenues as measured by DBRS are projected to grow by 2.7% in 2009-10. Tax revenues will be down slightly, although the lost revenue should be more than offset by increased federal funding for social programs, infrastructure and training initiatives, as well as a first-ever equalization payment of C$347 million. Earnings from government business enterprises are also expected to contribute to revenue growth. The budget proposes a major tax reform that will provide relief to individuals and businesses estimated at C$15 billion over three years, including cash payments to individuals and families to ease the transition to a new harmonized sales tax and a 1% reduction in the first bracket personal tax rate to 5.05%, as well as sizeable cuts to the manufacturing and processing, general and small business tax rates. The effects of the reform will only start to be felt in the next fiscal year, however, as most initiatives will become effective July 1, 2010. Total DBRS-adjusted expenditures are projected to rise by 15.0% in 2009-10 relative to the prior year's estimates, primarily reflecting sharply higher capital spending. In an effort to stimulate economic activity and create jobs in Ontario, the Province is proposing to spend a total of C$27.5 billion on infrastructure initiatives over the next two fiscal years alone. This compares to an annual average of roughly C$8 billion recorded in the last four fiscal years, with all sectors showing strong increases. Notable increases are also budgeted in most program envelopes, including growth of 4.5% and 8.1% for health care and education, respectively. DBRS notes that the budget does not include any provision for potential assistance to the beleaguered auto industry, which is still being negotiated. However, a reserve of C$1.2 billion included in each year of the three-year fiscal outlook, as well as operating and capital contingency funds totaling C$3.4 billion for 2009-10, help mitigate expense risks. The budget assumes a contraction in real GDP of -2.5% in 2009, followed by a rebound of 2.3% in 2010 and 3.3% in 2011. The assumption for 2009 is consistent with the private sector consensus, although views vary widely among forecasters, ranging from -1.2% to -3.3%. Due to the importance of its manufacturing sector, especially its auto industry, Ontario has been particularly hard hit by the downturn. As of February, the provincial unemployment rate reached 8.7%, a level not seen since April 1997, with Ontario leading all provinces with a total of 106,000 jobs lost during the first two months of the year. As such, the outlook carries significant downside risk, especially with respect to the rebound foreseen in 2010. Based on provincial estimates, a 1% shortfall in real GDP growth would translate into a C$725 million revenue loss. Based on preliminary results, total DBRS-adjusted debt should end 2008-09 up 10.1% year-over-year to C$168.6 billion, or 28.3% of GDP. While higher than expected at the time of the last rating review in May 2008, the ratio still compares favorably with that of most other provinces. However, repeated deficits will considerably boost Ontario's already large borrowing needs and squeeze financial flexibility over the years to come. Debt is projected to jump by C$17 billion to C$24 billion per year (8% to 14%) over the next three years, pushing the debt-to-GDP ratio up as high as 37% by 2012, a level unmatched since the mid-1990s, when the Province was grappling with serious fiscal problems. DBRS views such a burden as potentially manageable within the current AA rating, but notes that the unusually high downside risk carried in economic and fiscal projections may result in a debt burden markedly higher than forecasted and potential downward pressure on the rating. DBRS says its commentary constitutes a preliminary assessment of the Ontario budget, and will be followed by a formal in-depth review of the Province and the publication of a full report on the credit over the next three to four weeks. * Gov't to Reveal How Much It Can Further Lend to Auto Industry --------------------------------------------------------------- David Kiley posted at a BusinessWeek blog on March 26 that President Barack Obama said that he will be revealing by Tuesday how much more financial support the U.S. government will extend to automakers, chiefly General Motors, Chrysler LLC, and the auto supplier industry. According to Mr. Kiley, President Obama said in an online town- hall meeting that he will disclose plans to possibly keep Chrysler and GM from going into bankruptcy. Mr. Kiley quoted President Obama as saying, "What we're expecting is that the automakers are going to be working with us to restructure. We will provide them some help." Additional government aid for the automakers isn't "popular", Mr. Kiley states, citing President Obama. Mr. Kiley quoted the president as saying, "If they're not willing to make the changes and the restructurings that are necessary, then I'm not willing to have taxpayer money chase after bad money." * IVA Could Help Struggling Borrowers Avoid Bankruptcy ------------------------------------------------------ Debt Advisers Direct, responding to new figures from the Ministry of Justice showing that the number of people seeking bankruptcy rose by 32% in the final three months of 2008, has said that people with unmanageable debts said that an Individual Voluntary Arrangement could help people avoid bankruptcy if other debt solutions are not appropriate. An IVA is a legally-binding agreement between a borrower and their creditors that enables them to avoid bankruptcy by agreeing to pay off a set percentage of their debts, after which the remaining debt will be written off. Before an IVA can go ahead, the borrower must work together with an Insolvency Practitioner to draw up an IVA proposal, which must then be approved by creditors accounting for 75% of the total debt. The latest 'Company winding up and bankruptcy petition court statistics' report from the Ministry of Justice showed that 15,358 people applied for bankruptcy through the courts in the final quarter of 2008, up by 32% compared with the same quarter in 2007, and a 12% increase on the previous quarter. A further 4,772 creditors' petitions, in which the lender asks the courts to declare the borrower bankrupt, were issued between October and December 2008 -- an increase of 3% on the final quarter of 2007, but, perhaps more interestingly, a 15% decrease compared with the previous quarter. The fall in creditors' petitions may have been due to government requests for more leniency from lenders with regards to legal proceedings. Alternatively, since bankruptcy forces the repossession of the borrower's home, it could be because falling house prices have made bankruptcy a less appealing option to lenders than other debt management arrangements. A spokesperson for Debt Advisers Direct said, "Bankruptcy is generally considered the last resort for anyone struggling with their debts, since it usually leads to the repossession of the borrowers' home, and can severely limit access to further credit for a number of years after the bankruptcy. That said, in some cases bankruptcy can be the best option for the borrower. Borrowers are usually discharged from bankruptcy within a year, and it essentially writes off most or all of the debt, which can be a huge relief for people who have been struggling with their debts for a long time." But the spokesperson added that many people considering bankruptcy as a way out of debt may be better off with an IVA. "An IVA can avoid many of the downsides of bankruptcy. In particular, the borrower will not lose their home with an IVA, and there are fewer employment restrictions compared with bankruptcy. However, anyone considering an IVA should be aware that it is a big commitment that usually lasts five years - so the borrower must ensure that they can meet the requirements for the full period," the spokesperson said. Although an IVA does not force the repossession of the borrower's home, homeowners with an IVA may be required to remortgage to release some of the equity in the 54th month (half way through the final year) of the IVA. On successful completion of the IVA, the remaining debt is written off. The Debt Advisers Direct spokesperson said that while IVAs are a valid way for people to get out of debt, borrowers should consider whether other debt solutions like a debt consolidation loan or a debt management plan, could be more suitable for their circumstances. * Wolf Block Partners' Zucker & Santamour Join Stradley Ronon ------------------------------------------------------------- Stradley Ronon Stevens & Young, LLP, has added former Wolf Block LLP partners Richard M. Zucker, who served as chair of Wolf Block's financial services department and head of that department's commercial lending practice group, and Gretchen M. Santamour, who was the firm's bankruptcy and creditor's rights practice group chair. Mr. Zucker will join Stradley Ronon's finance & restructuring practice group, and Ms. Santamour will be a member of the firm's bankruptcy, workouts & creditors' rights group. "We are extremely fortunate to have attracted two preeminent practitioners from Wolf Block," said Stradley Ronon Chairman William R. Sasso. "With their deep, extensive experience in the financial services industry, they will make an immediate impact in serving our sophisticated client base." Based in Stradley Ronon's Philadelphia office, Mr. Zucker represents banks, commercial finance companies, private investment groups, mezzanine funds, second lien funds and various other non- bank lenders in all aspects of commercial lending. Also located in the firm's Philadelphia office, Ms. Santamour concentrates her practice in the areas of bankruptcy law, loan workouts and documentation, and is regularly involved in bankruptcy and non- bankruptcy forums representing financial institutions, landlords, trade creditors, other creditors and debtors. "Rich and Gretchen have outstanding reputations in structured finance, commercial lending and workouts and bankruptcy," said Gary Scharmett, Stradley Ronon finance & restructuring practice group co-chair. "Their broad-based experience will expand the services and capabilities of our group, and I know our clients will enjoy working with them." Mr. Zucker and Ms. Santamour joined Wolf Block from Lesser & Kaplan about 13 years ago and have practiced together for more than 20 years. Mr. Zucker received his law degree from Widener University and his B.S. from Arizona State University. Ms. Santamour received her law degree from the College of William and Mary and her B.A., cum laude, from Villanova University. Comprised of 22 lawyers, Stradley Ronon's finance & restructuring group represents lenders in all matters relating to commercial finance transactions, loan documentation, restructurings, workouts and bankruptcy, and the enforcement of creditors' rights and remedies. The firm's bankruptcy, workouts & creditors' rights practice group has vast experience in workout and bankruptcy matters, and has handled matters ranging from simply resetting or modifying the terms and conditions of loan documents, to completely reorganizing or refinancing a loan. * BOND PRICING -- For Week From March 23 to 27, 2009 ---------------------------------------------------- Company Coupon Maturity Bid Price ------- ------ -------- --------- 155 E TROPICANA 8.75% 4/1/2012 36.38 ABITIBI-CONS FIN 7.875% 8/1/2009 25.00 ACCO Brands Corp 7.625% 8/15/2015 24.10 ACE CASH EXPRESS 10.25% 10/1/2014 14.13 ADVANTA CAP TR 8.99% 12/17/2026 9.50 AHERN RENTALS 9.25% 8/15/2013 34.00 ALABAMA POWER 5.5% 10/1/2042 70.00 ALERIS INTL INC 9% 12/15/2014 0.60 ALERIS INTL INC 10% 12/15/2016 0.80 ALION SCIENCE 10.25% 2/1/2015 20.00 ALLBRITTON COMM 7.75% 12/15/2012 38.50 ALLIED CAP CORP 6% 4/1/2012 16.50 ALLIED CAP CORP 6.625% 7/15/2011 25.00 AMER AXLE & MFG 5.25% 2/11/2014 25.84 AMER AXLE & MFG 7.875% 3/1/2017 22.50 AMER CAP STRATEG 8.6% 8/1/2012 46.38 AMER GENL CORP 7.5% 8/11/2010 72.90 AMER GENL FIN 3% 7/15/2009 84.61 AMER GENL FIN 3.05% 6/15/2010 35.00 AMER GENL FIN 3.1% 6/15/2009 73.60 AMER GENL FIN 3.1% 7/15/2009 76.80 AMER GENL FIN 3.3% 7/15/2009 87.23 AMER GENL FIN 3.3% 11/15/2009 74.10 AMER GENL FIN 3.3% 6/15/2010 39.00 AMER GENL FIN 3.35% 5/15/2009 82.00 AMER GENL FIN 3.4% 10/15/2009 79.33 AMER GENL FIN 3.45% 4/15/2010 40.00 AMER GENL FIN 3.6% 4/15/2009 97.83 AMER GENL FIN 3.8% 4/15/2009 90.00 AMER GENL FIN 3.85% 9/15/2009 91.85 AMER GENL FIN 3.875% 10/1/2009 69.00 AMER GENL FIN 3.875% 10/15/2009 66.49 AMER GENL FIN 3.875% 11/15/2009 71.00 AMER GENL FIN 3.9% 9/15/2009 77.09 AMER GENL FIN 3.9% 4/15/2010 55.92 AMER GENL FIN 3.9% 4/15/2011 24.00 AMER GENL FIN 4% 6/15/2009 88.87 AMER GENL FIN 4% 8/15/2009 80.81 AMER GENL FIN 4% 9/15/2009 60.00 AMER GENL FIN 4% 11/15/2009 30.00 AMER GENL FIN 4% 11/15/2009 64.00 AMER GENL FIN 4% 11/15/2009 70.01 AMER GENL FIN 4% 12/15/2009 65.33 AMER GENL FIN 4% 12/15/2009 50.00 AMER GENL FIN 4% 12/15/2009 67.05 AMER GENL FIN 4% 3/15/2011 40.35 AMER GENL FIN 4% 4/15/2012 15.97 AMER GENL FIN 4.05% 5/15/2010 30.00 AMER GENL FIN 4.1% 1/15/2010 51.78 AMER GENL FIN 4.1% 5/15/2010 23.00 AMER GENL FIN 4.1% 1/15/2011 35.05 AMER GENL FIN 4.1% 7/15/2012 20.00 AMER GENL FIN 4.125% 1/15/2010 63.77 AMER GENL FIN 4.15% 11/15/2010 39.25 AMER GENL FIN 4.15% 12/15/2010 38.40 AMER GENL FIN 4.15% 1/15/2011 41.85 AMER GENL FIN 4.2% 8/15/2009 34.25 AMER GENL FIN 4.2% 10/15/2009 70.00 AMER GENL FIN 4.2% 11/15/2009 62.52 AMER GENL FIN 4.2% 10/15/2010 39.40 AMER GENL FIN 4.25% 11/15/2009 62.52 AMER GENL FIN 4.25% 10/15/2010 44.38 AMER GENL FIN 4.3% 5/15/2009 81.09 AMER GENL FIN 4.3% 6/15/2009 85.70 AMER GENL FIN 4.3% 9/15/2009 55.00 AMER GENL FIN 4.3% 6/15/2010 18.50 AMER GENL FIN 4.3% 7/15/2010 49.10 AMER GENL FIN 4.3% 9/15/2010 45.37 AMER GENL FIN 4.3% 10/15/2011 32.24 AMER GENL FIN 4.35% 6/15/2009 80.17 AMER GENL FIN 4.35% 6/15/2009 81.00 AMER GENL FIN 4.35% 9/15/2009 77.12 AMER GENL FIN 4.35% 3/15/2010 45.00 AMER GENL FIN 4.4% 5/15/2009 93.33 AMER GENL FIN 4.4% 7/15/2009 60.00 AMER GENL FIN 4.4% 12/15/2010 22.00 AMER GENL FIN 4.4% 12/15/2011 24.00 AMER GENL FIN 4.4% 4/15/2012 25.20 AMER GENL FIN 4.5% 7/15/2009 60.00 AMER GENL FIN 4.5% 9/15/2009 65.00 AMER GENL FIN 4.5% 3/15/2010 58.57 AMER GENL FIN 4.5% 8/15/2010 35.10 AMER GENL FIN 4.5% 11/15/2010 30.00 AMER GENL FIN 4.5% 11/15/2011 40.71 AMER GENL FIN 4.55% 10/15/2009 79.00 AMER GENL FIN 4.6% 11/15/2009 27.00 AMER GENL FIN 4.6% 8/15/2010 32.00 AMER GENL FIN 4.6% 9/15/2010 39.00 AMER GENL FIN 4.6% 10/15/2010 44.29 AMER GENL FIN 4.6% 1/15/2012 65.47 AMER GENL FIN 4.625% 5/15/2009 94.63 AMER GENL FIN 4.625% 9/1/2010 44.00 AMER GENL FIN 4.625% 3/15/2012 49.00 AMER GENL FIN 4.625% 10/15/2012 26.00 AMER GENL FIN 4.65% 8/15/2010 39.00 AMER GENL FIN 4.7% 12/15/2009 67.15 AMER GENL FIN 4.7% 10/15/2010 43.81 AMER GENL FIN 4.75% 6/15/2010 30.00 AMER GENL FIN 4.75% 8/15/2010 35.00 AMER GENL FIN 4.75% 5/15/2011 40.68 AMER GENL FIN 4.75% 11/15/2012 25.00 AMER GENL FIN 4.8% 8/15/2009 81.03 AMER GENL FIN 4.8% 9/15/2011 28.10 AMER GENL FIN 4.85% 10/15/2009 73.99 AMER GENL FIN 4.85% 12/15/2009 77.99 AMER GENL FIN 4.875% 5/15/2010 50.00 AMER GENL FIN 4.875% 6/15/2010 68.63 AMER GENL FIN 4.9% 12/15/2009 44.78 AMER GENL FIN 4.9% 3/15/2011 41.43 AMER GENL FIN 4.9% 3/15/2012 40.05 AMER GENL FIN 4.95% 11/15/2010 25.75 AMER GENL FIN 5% 9/15/2009 86.25 AMER GENL FIN 5% 1/15/2010 34.00 AMER GENL FIN 5% 6/15/2010 78.84 AMER GENL FIN 5% 9/15/2010 35.00 AMER GENL FIN 5% 10/15/2010 35.00 AMER GENL FIN 5% 11/15/2010 42.65 AMER GENL FIN 5% 12/15/2010 35.00 AMER GENL FIN 5% 12/15/2010 50.88 AMER GENL FIN 5% 12/15/2010 35.00 AMER GENL FIN 5% 1/15/2011 16.46 AMER GENL FIN 5% 1/15/2011 51.70 AMER GENL FIN 5% 3/15/2011 20.10 AMER GENL FIN 5% 6/15/2011 39.35 AMER GENL FIN 5% 10/15/2011 24.26 AMER GENL FIN 5% 12/15/2011 40.61 AMER GENL FIN 5% 3/15/2012 40.36 AMER GENL FIN 5% 8/15/2012 22.00 AMER GENL FIN 5% 9/15/2012 22.00 AMER GENL FIN 5.1% 6/15/2009 92.93 AMER GENL FIN 5.1% 9/15/2009 57.03 AMER GENL FIN 5.1% 9/15/2010 46.09 AMER GENL FIN 5.1% 3/15/2011 54.97 AMER GENL FIN 5.1% 1/15/2012 40.87 AMER GENL FIN 5.15% 6/15/2009 97.50 AMER GENL FIN 5.15% 9/15/2009 77.67 AMER GENL FIN 5.2% 6/15/2010 45.00 AMER GENL FIN 5.2% 5/15/2011 29.26 AMER GENL FIN 5.2% 12/15/2011 40.00 AMER GENL FIN 5.2% 5/15/2012 33.50 AMER GENL FIN 5.25% 6/15/2009 89.06 AMER GENL FIN 5.25% 6/15/2009 89.06 AMER GENL FIN 5.25% 7/15/2010 37.70 AMER GENL FIN 5.25% 4/15/2011 41.37 AMER GENL FIN 5.25% 6/15/2011 40.84 AMER GENL FIN 5.25% 9/15/2012 38.28 AMER GENL FIN 5.25% 12/15/2012 59.38 AMER GENL FIN 5.25% 12/15/2012 66.98 AMER GENL FIN 5.3% 6/15/2009 89.22 AMER GENL FIN 5.35% 6/15/2010 45.51 AMER GENL FIN 5.35% 7/15/2010 16.76 AMER GENL FIN 5.35% 9/15/2011 33.83 AMER GENL FIN 5.35% 8/15/2012 38.41 AMER GENL FIN 5.375% 9/1/2009 73.00 AMER GENL FIN 5.4% 6/15/2011 41.01 AMER GENL FIN 5.4% 6/15/2011 41.01 AMER GENL FIN 5.4% 5/15/2013 23.00 AMER GENL FIN 5.45% 9/15/2009 50.05 AMER GENL FIN 5.45% 6/15/2011 40.11 AMER GENL FIN 5.45% 10/15/2011 30.00 AMER GENL FIN 5.5% 6/15/2009 89.09 AMER GENL FIN 5.5% 12/15/2010 40.00 AMER GENL FIN 5.5% 4/15/2011 36.40 AMER GENL FIN 5.5% 6/15/2012 27.00 AMER GENL FIN 5.5% 7/15/2012 23.00 AMER GENL FIN 5.5% 8/15/2012 38.59 AMER GENL FIN 5.5% 12/15/2012 35.08 AMER GENL FIN 5.5% 12/15/2012 25.00 AMER GENL FIN 5.5% 1/15/2013 14.22 AMER GENL FIN 5.5% 1/15/2013 36.92 AMER GENL FIN 5.5% 6/15/2014 24.50 AMER GENL FIN 5.6% 6/15/2011 41.16 AMER GENL FIN 5.625% 8/17/2011 40.64 AMER GENL FIN 5.65% 3/15/2013 15.00 AMER GENL FIN 5.85% 9/15/2012 31.70 AMER GENL FIN 5.9% 9/15/2012 40.00 AMER GENL FIN 6% 7/15/2011 30.16 AMER GENL FIN 6% 10/15/2014 25.26 AMER GENL FIN 6.25% 7/15/2010 79.31 AMER GENL FIN 6.25% 7/15/2011 25.00 AMER GENL FIN 6.25% 7/15/2011 20.00 AMER GENL FIN 6.75% 7/15/2011 40.02 AMER GENL FIN 6.75% 7/15/2013 25.00 AMER GENL FIN 6.75% 7/15/2013 29.00 AMER GENL FIN 7.75% 9/15/2010 47.70 AMER GENL FIN 7.85% 8/15/2010 49.40 AMER GENL FIN 7.9% 9/15/2010 47.81 AMER GENL FIN 8% 8/15/2010 66.80 AMER GENL FIN 8.1% 9/15/2011 43.23 AMER GENL FIN 8.125% 8/15/2009 78.73 AMER GENL FIN 8.15% 8/15/2011 55.00 AMER GENL FIN 8.2% 9/15/2011 43.30 AMER GENL FIN 8.375% 8/15/2011 42.76 AMER GENL FIN 8.45% 10/15/2009 78.00 AMER GENL FIN 8.85% 9/15/2013 40.48 AMER GENL FIN 9% 9/15/2013 40.67 AMER INTL GROUP 4.875% 3/15/2067 9.99 AMER INTL GROUP 5.375% 10/18/2011 55.00 AMER INTL GROUP 6.25% 3/15/2037 7.00 AMER MEDIA OPER 8.875% 1/15/2011 36.00 AMERICAN TIRE 10.75% 4/1/2013 15.50 AMR CORP 10.4% 3/15/2011 52.00 AMR CORP 10.42% 3/15/2011 46.00 AMR CORP 10.45% 3/10/2011 52.00 ANTHRACITE CAP 11.75% 9/1/2027 9.00 APPLETON PAPERS 9.75% 6/15/2014 18.00 ARCO CHEMICAL CO 9.8% 2/1/2020 10.00 ARCO CHEMICAL CO 10.25% 11/1/2010 10.00 ARVINMERITOR 8.125% 9/15/2015 31.00 ARVINMERITOR 8.75% 3/1/2012 38.96 ASARCO INC 7.875% 4/15/2013 23.50 ASHTON WOODS USA 9.5% 10/1/2015 19.50 AT HOME CORP 0.5246% 12/28/2018 0.06 ATHEROGENICS INC 1.5% 2/1/2012 11.00 ATLANTIC MUTUAL 8.15% 2/15/2028 13.75 AVENTINE RENEW 10% 4/1/2017 12.00 AVIS BUDGET CAR 7.625% 5/15/2014 26.00 AVIS BUDGET CAR 7.75% 5/15/2016 26.00 BANK NEW ENGLAND 8.75% 4/1/1999 7.12 BANK NEW ENGLAND 9.875% 9/15/1999 4.50 BANKUNITED CAP 3.125% 3/1/2034 8.00 BARRINGTON BROAD 10.5% 8/15/2014 20.00 BEAZER HOMES USA 4.625% 6/15/2024 25.00 BEAZER HOMES USA 6.5% 11/15/2013 22.75 BEAZER HOMES USA 6.875% 7/15/2015 23.00 BEAZER HOMES USA 8.125% 6/15/2016 22.00 BEAZER HOMES USA 8.375% 4/15/2012 29.28 BEAZER HOMES USA 8.625% 5/15/2011 32.50 BELL MICROPRODUC 3.75% 3/5/2024 18.00 BELL MICROPRODUC 3.75% 3/5/2024 15.63 BLOCKBUSTER INC 9% 9/1/2012 47.25 BOISE CASCADE CO 7.95% 3/27/2009 97.73 BON-TON DEPT STR 10.25% 3/15/2014 20.50 BORDEN INC 7.875% 2/15/2023 13.00 BORDEN INC 8.375% 4/15/2016 9.00 BORDEN INC 9.2% 3/15/2021 5.00 BOWATER INC 6.5% 6/15/2013 10.00 BOWATER INC 9.375% 12/15/2021 10.25 BOWATER INC 9.5% 10/15/2012 9.00 BRIGHAM EXPLORE 9.625% 5/1/2014 28.38 BRODER BROS CO 11.25% 10/15/2010 15.50 BROOKSTONE CO 12% 10/15/2012 48.50 BUFFALO THUNDER 9.375% 12/15/2014 6.99 BURLINGTON COAT 11.125% 4/15/2014 31.50 C&D TECHNOLOGIES 5.5% 11/15/2026 46.00 CALLON PETROLEUM 9.75% 12/8/2010 31.00 CAPMARK FINL GRP 7.375% 5/10/2012 20.00 CAPMARK FINL GRP 7.8% 5/10/2017 19.00 CARAUSTAR INDS 7.25% 5/1/2010 50.38 CARAUSTAR INDS 7.375% 6/1/2009 50.50 CARDINAL HEALTH 9.5% 4/15/2015 25.00 CCH I LLC 9.92% 4/1/2014 1.00 CCH I LLC 10% 5/15/2014 1.00 CCH I LLC 11.125% 1/15/2014 3.00 CCH I/CCH I CP 11% 10/1/2015 10.50 CCH I/CCH I CP 11% 10/1/2015 10.55 CELL GENESYS INC 3.125% 11/1/2011 40.00 CELL THERAPEUTIC 5.75% 12/15/2011 14.50 CHAMPION ENTERPR 2.75% 11/1/2037 15.00 CHAMPION ENTERPR 7.625% 5/15/2009 91.00 CHAPARRAL ENERGY 8.5% 12/1/2015 33.00 CHARTER COMM HLD 10% 5/15/2011 1.52 CHARTER COMM HLD 11.125% 1/15/2011 5.06 CHARTER COMM HLD 11.75% 5/15/2011 2.00 CHARTER COMM INC 6.5% 10/1/2027 6.50 CHENIERE ENERGY 2.25% 8/1/2012 25.00 CIRCUS CIRCUS 7.625% 7/15/2013 12.00 CITADEL BROADCAS 4% 2/15/2011 30.00 CLAIRE'S STORES 9.25% 6/1/2015 33.25 CLAIRE'S STORES 10.5% 6/1/2017 27.00 CLEAR CHANNEL 4.25% 5/15/2009 89.47 CLEAR CHANNEL 4.4% 5/15/2011 12.00 CLEAR CHANNEL 4.5% 1/15/2010 40.50 CLEAR CHANNEL 4.9% 5/15/2015 12.00 CLEAR CHANNEL 5% 3/15/2012 15.60 CLEAR CHANNEL 5.5% 9/15/2014 15.50 CLEAR CHANNEL 5.5% 12/15/2016 12.00 CLEAR CHANNEL 5.75% 1/15/2013 9.00 CLEAR CHANNEL 6.25% 3/15/2011 12.00 CLEAR CHANNEL 6.875% 6/15/2018 14.75 CLEAR CHANNEL 7.25% 10/15/2027 10.00 CLEAR CHANNEL 7.65% 9/15/2010 33.00 CLEAR CHANNEL 10.75% 8/1/2016 13.50 CMP SUSQUEHANNA 9.875% 5/15/2014 4.50 COMMERCIAL VEHIC 8% 7/1/2013 22.00 COMPUCREDIT 3.625% 5/30/2025 23.83 CONEXANT SYSTEMS 4% 3/1/2026 20.00 CONSTAR INTL 11% 12/1/2012 4.00 COOPER-STANDARD 7% 12/15/2012 12.00 COOPER-STANDARD 8.375% 12/15/2014 11.00 CREDENCE SYSTEM 3.5% 5/15/2010 39.00 DAYTON SUPERIOR 13% 6/15/2009 64.50 DECODE GENETICS 3.5% 4/15/2011 2.88 DELPHI CORP 6.5% 8/15/2013 3.06 DELPHI CORP 8.25% 10/15/2033 0.01 DELTA PETROLEUM 3.75% 5/1/2037 17.00 DEVELOP DIV RLTY 5.25% 4/15/2011 58.03 DEX MEDIA INC 8% 11/15/2013 13.75 DEX MEDIA WEST 8.5% 8/15/2010 53.00 DEX MEDIA WEST 9.875% 8/15/2013 23.00 DOLE FOODS CO 8.625% 5/1/2009 100.00 DOWNEY FINANCIAL 6.5% 7/1/2014 0.50 DOWNSTREAM DEVEL 12% 10/15/2015 28.00 DUANE READE INC 9.75% 8/1/2011 56.50 DUNE ENERGY INC 10.5% 6/1/2012 19.00 E*TRADE FINL 7.375% 9/15/2013 40.23 E*TRADE FINL 8% 6/15/2011 47.10 ENERGY PARTNERS 9.75% 4/15/2014 24.00 EPIX MEDICAL INC 3% 6/15/2024 9.00 EQUISTAR CHEMICA 7.55% 2/15/2026 10.00 EVERGREEN SOLAR 4% 7/15/2013 29.00 FAIRPOINT COMMUN 13.125% 4/1/2018 26.38 FERRO CORP 6.5% 8/15/2013 35.00 FGIC CORP 6% 1/15/2034 5.38 FIBERTOWER CORP 9% 11/15/2012 32.00 FINISAR CORP 2.5% 10/15/2010 52.38 FINLAY FINE JWLY 8.375% 6/1/2012 4.96 FIRST DATA CORP 4.7% 8/1/2013 25.00 FIRST DATA CORP 5.625% 11/1/2011 35.00 FLOTEK INDS 5.25% 2/15/2028 27.25 FONTAINEBLEAU LA 11% 6/15/2015 3.25 FORD MOTOR CO 9.5% 9/15/2011 49.00 FORD MOTOR CRED 4.45% 4/20/2009 98.00 FORD MOTOR CRED 4.7% 4/20/2009 94.00 FORD MOTOR CRED 4.9% 5/20/2009 84.59 FORD MOTOR CRED 5% 8/20/2009 86.00 FORD MOTOR CRED 5% 8/20/2009 83.00 FORD MOTOR CRED 5% 1/20/2011 50.53 FORD MOTOR CRED 5.1% 8/20/2009 83.45 FORD MOTOR CRED 5.1% 11/20/2009 80.63 FORD MOTOR CRED 5.1% 2/22/2011 40.00 FORD MOTOR CRED 5.15% 11/20/2009 88.75 FORD MOTOR CRED 5.15% 1/20/2011 37.21 FORD MOTOR CRED 5.2% 3/21/2011 45.00 FORD MOTOR CRED 5.25% 12/21/2009 80.00 FORD MOTOR CRED 5.25% 2/22/2011 42.90 FORD MOTOR CRED 5.25% 3/21/2011 50.42 FORD MOTOR CRED 5.25% 3/21/2011 40.83 FORD MOTOR CRED 5.25% 9/20/2011 51.05 FORD MOTOR CRED 5.3% 3/21/2011 34.00 FORD MOTOR CRED 5.3% 4/20/2011 40.00 FORD MOTOR CRED 5.35% 5/20/2009 86.00 FORD MOTOR CRED 5.35% 2/22/2011 45.00 FORD MOTOR CRED 5.4% 1/20/2011 51.13 FORD MOTOR CRED 5.4% 9/20/2011 31.17 FORD MOTOR CRED 5.4% 10/20/2011 35.50 FORD MOTOR CRED 5.5% 1/20/2010 58.54 FORD MOTOR CRED 5.5% 2/22/2010 64.08 FORD MOTOR CRED 5.5% 2/22/2010 60.16 FORD MOTOR CRED 5.5% 4/20/2011 34.50 FORD MOTOR CRED 5.5% 9/20/2011 37.00 FORD MOTOR CRED 5.5% 10/20/2011 38.75 FORD MOTOR CRED 5.55% 8/22/2011 49.00 FORD MOTOR CRED 5.55% 9/20/2011 44.79 FORD MOTOR CRED 5.6% 4/20/2011 48.00 FORD MOTOR CRED 5.6% 8/22/2011 50.00 FORD MOTOR CRED 5.6% 9/20/2011 31.84 FORD MOTOR CRED 5.6% 11/21/2011 44.34 FORD MOTOR CRED 5.6% 11/21/2011 44.00 FORD MOTOR CRED 5.65% 12/20/2010 49.00 FORD MOTOR CRED 5.65% 7/20/2011 33.00 FORD MOTOR CRED 5.65% 11/21/2011 30.89 FORD MOTOR CRED 5.65% 12/20/2011 44.00 FORD MOTOR CRED 5.65% 1/21/2014 38.17 FORD MOTOR CRED 5.7% 5/20/2011 32.64 FORD MOTOR CRED 5.7% 12/20/2011 45.50 FORD MOTOR CRED 5.7% 1/20/2012 34.50 FORD MOTOR CRED 5.75% 6/21/2010 64.49 FORD MOTOR CRED 5.75% 10/20/2010 70.72 FORD MOTOR CRED 5.75% 8/22/2011 31.62 FORD MOTOR CRED 5.75% 12/20/2011 37.70 FORD MOTOR CRED 5.75% 2/21/2012 44.50 FORD MOTOR CRED 5.75% 2/20/2014 24.00 FORD MOTOR CRED 5.75% 2/20/2014 28.00 FORD MOTOR CRED 5.8% 8/22/2011 49.02 FORD MOTOR CRED 5.85% 6/21/2010 64.16 FORD MOTOR CRED 5.85% 7/20/2010 40.00 FORD MOTOR CRED 5.85% 7/20/2011 42.00 FORD MOTOR CRED 5.85% 1/20/2012 28.00 FORD MOTOR CRED 5.9% 7/20/2011 42.00 FORD MOTOR CRED 6% 2/22/2010 69.50 FORD MOTOR CRED 6% 10/20/2010 50.95 FORD MOTOR CRED 6% 10/20/2010 61.98 FORD MOTOR CRED 6% 12/20/2010 52.46 FORD MOTOR CRED 6% 1/21/2014 27.50 FORD MOTOR CRED 6% 3/20/2014 25.50 FORD MOTOR CRED 6% 11/20/2014 24.20 FORD MOTOR CRED 6% 2/20/2015 36.75 FORD MOTOR CRED 6.05% 7/20/2010 63.61 FORD MOTOR CRED 6.05% 9/20/2010 56.03 FORD MOTOR CRED 6.05% 6/20/2011 45.00 FORD MOTOR CRED 6.05% 3/20/2012 24.35 FORD MOTOR CRED 6.05% 3/20/2014 34.41 FORD MOTOR CRED 6.05% 12/22/2014 21.02 FORD MOTOR CRED 6.1% 6/20/2011 49.51 FORD MOTOR CRED 6.15% 7/20/2010 49.91 FORD MOTOR CRED 6.15% 9/20/2010 46.63 FORD MOTOR CRED 6.15% 5/20/2011 49.42 FORD MOTOR CRED 6.15% 12/22/2014 36.00 FORD MOTOR CRED 6.15% 1/20/2015 24.00 FORD MOTOR CRED 6.2% 5/20/2011 49.00 FORD MOTOR CRED 6.2% 6/20/2011 35.00 FORD MOTOR CRED 6.25% 6/20/2011 43.50 FORD MOTOR CRED 6.25% 6/20/2011 50.50 FORD MOTOR CRED 6.25% 2/21/2012 25.55 FORD MOTOR CRED 6.25% 3/20/2012 30.49 FORD MOTOR CRED 6.25% 12/20/2013 38.50 FORD MOTOR CRED 6.25% 4/21/2014 27.10 FORD MOTOR CRED 6.25% 1/20/2015 25.00 FORD MOTOR CRED 6.25% 3/20/2015 36.00 FORD MOTOR CRED 6.3% 3/22/2010 69.00 FORD MOTOR CRED 6.3% 5/20/2010 64.62 FORD MOTOR CRED 6.3% 5/20/2014 20.33 FORD MOTOR CRED 6.3% 5/20/2014 23.00 FORD MOTOR CRED 6.35% 9/20/2010 53.80 FORD MOTOR CRED 6.4% 8/20/2010 59.02 FORD MOTOR CRED 6.5% 8/20/2010 68.50 FORD MOTOR CRED 6.5% 12/20/2013 26.00 FORD MOTOR CRED 6.5% 3/20/2015 20.75 FORD MOTOR CRED 6.52% 3/10/2013 39.62 FORD MOTOR CRED 6.55% 8/20/2010 50.77 FORD MOTOR CRED 6.55% 12/20/2013 27.00 FORD MOTOR CRED 6.6% 3/20/2012 45.51 FORD MOTOR CRED 6.6% 10/21/2013 33.00 FORD MOTOR CRED 6.65% 10/21/2013 33.00 FORD MOTOR CRED 6.8% 6/20/2014 20.88 FORD MOTOR CRED 6.8% 6/20/2014 25.00 FORD MOTOR CRED 6.95% 4/20/2010 64.44 FORD MOTOR CRED 7% 7/20/2010 68.50 FORD MOTOR CRED 7.15% 8/20/2010 57.52 FORD MOTOR CRED 7.25% 3/22/2010 67.43 FORD MOTOR CRED 7.25% 7/20/2017 36.05 FORD MOTOR CRED 7.3% 4/20/2015 30.00 FORD MOTOR CRED 7.35% 11/7/2011 40.00 FORD MOTOR CRED 7.35% 3/20/2015 28.65 FORD MOTOR CRED 7.35% 9/15/2015 26.21 FORD MOTOR CRED 7.5% 8/20/2010 67.00 FORD MOTOR CRED 7.5% 9/20/2010 52.00 FORD MOTOR CRED 7.55% 9/30/2015 41.25 FORD MOTOR CRED 7.9% 5/18/2015 41.00 FORD MOTOR CRED 8% 12/20/2010 62.00 FREESCALE SEMICO 8.875% 12/15/2014 21.35 FREESCALE SEMICO 10.125% 12/15/2016 20.00 FRONTIER AIRLINE 5% 12/15/2025 15.00 G-I HOLDINGS 10% 2/15/2006 1.60 GENCORP INC 2.25% 11/15/2024 36.79 GENCORP INC 4% 1/16/2024 70.00 GENERAL MOTORS 6.75% 5/1/2028 16.00 GENERAL MOTORS 7.125% 7/15/2013 21.85 GENERAL MOTORS 7.2% 1/15/2011 28.13 GENERAL MOTORS 7.375% 5/23/2048 17.25 GENERAL MOTORS 7.4% 9/1/2025 15.00 GENERAL MOTORS 7.7% 4/15/2016 17.50 GENERAL MOTORS 8.1% 6/15/2024 14.75 GENERAL MOTORS 8.25% 7/15/2023 16.00 GENERAL MOTORS 8.375% 7/15/2033 17.80 GENERAL MOTORS 8.8% 3/1/2021 16.00 GENERAL MOTORS 9.4% 7/15/2021 17.00 GENERAL MOTORS 9.45% 11/1/2011 25.50 GENWORTH FINL 5.65% 6/15/2012 50.90 GENWORTH FINL 6.15% 11/15/2066 13.88 GEORGIA GULF CRP 7.125% 12/15/2013 15.50 GEORGIA GULF CRP 9.5% 10/15/2014 20.00 GEORGIA GULF CRP 10.75% 10/15/2016 9.63 GGP LP 3.98% 4/15/2027 8.55 GMAC LLC 4.9% 10/15/2009 76.62 GMAC LLC 4.9% 10/15/2009 75.18 GMAC LLC 4.95% 10/15/2009 81.00 GMAC LLC 5% 8/15/2009 85.00 GMAC LLC 5% 8/15/2009 79.00 GMAC LLC 5% 9/15/2009 83.25 GMAC LLC 5% 9/15/2009 78.42 GMAC LLC 5% 9/15/2009 80.00 GMAC LLC 5% 10/15/2009 77.25 GMAC LLC 5.05% 7/15/2009 81.50 GMAC LLC 5.1% 7/15/2009 84.50 GMAC LLC 5.1% 8/15/2009 82.25 GMAC LLC 5.1% 9/15/2009 80.00 GMAC LLC 5.2% 11/15/2009 76.00 GMAC LLC 5.2% 11/15/2009 79.20 GMAC LLC 5.25% 7/15/2009 87.25 GMAC LLC 5.25% 7/15/2009 87.45 GMAC LLC 5.25% 8/15/2009 81.00 GMAC LLC 5.25% 8/15/2009 83.00 GMAC LLC 5.25% 11/15/2009 72.00 GMAC LLC 5.25% 11/15/2009 76.00 GMAC LLC 5.25% 1/15/2014 23.00 GMAC LLC 5.3% 1/15/2010 66.00 GMAC LLC 5.35% 11/15/2009 73.74 GMAC LLC 5.35% 12/15/2009 71.87 GMAC LLC 5.35% 12/15/2009 71.50 GMAC LLC 5.35% 1/15/2014 20.00 GMAC LLC 5.4% 12/15/2009 73.00 GMAC LLC 5.4% 12/15/2009 71.88 GMAC LLC 5.5% 1/15/2010 68.00 GMAC LLC 5.625% 5/15/2009 95.23 GMAC LLC 5.7% 6/15/2013 26.39 GMAC LLC 5.7% 10/15/2013 28.71 GMAC LLC 5.7% 12/15/2013 28.00 GMAC LLC 5.75% 1/15/2010 64.59 GMAC LLC 5.75% 5/21/2010 61.63 GMAC LLC 5.75% 1/15/2014 22.99 GMAC LLC 5.85% 2/15/2010 66.50 GMAC LLC 5.85% 5/15/2013 31.00 GMAC LLC 5.85% 6/15/2013 29.23 GMAC LLC 5.85% 6/15/2013 26.27 GMAC LLC 5.9% 12/15/2013 24.00 GMAC LLC 5.9% 12/15/2013 24.50 GMAC LLC 6% 1/15/2010 63.50 GMAC LLC 6% 2/15/2010 57.25 GMAC LLC 6% 2/15/2010 72.07 GMAC LLC 6% 7/15/2013 25.05 GMAC LLC 6% 11/15/2013 28.05 GMAC LLC 6% 12/15/2013 26.33 GMAC LLC 6% 9/15/2019 23.00 GMAC LLC 6.05% 3/15/2010 60.00 GMAC LLC 6.05% 8/15/2019 29.12 GMAC LLC 6.05% 10/15/2019 25.00 GMAC LLC 6.1% 11/15/2013 31.28 GMAC LLC 6.1% 9/15/2019 29.00 GMAC LLC 6.125% 10/15/2019 27.00 GMAC LLC 6.15% 3/15/2010 69.00 GMAC LLC 6.15% 9/15/2013 26.66 GMAC LLC 6.15% 11/15/2013 27.00 GMAC LLC 6.15% 12/15/2013 25.44 GMAC LLC 6.15% 8/15/2019 24.00 GMAC LLC 6.15% 9/15/2019 22.05 GMAC LLC 6.15% 10/15/2019 29.25 GMAC LLC 6.2% 11/15/2013 27.99 GMAC LLC 6.25% 3/15/2013 24.06 GMAC LLC 6.25% 7/15/2013 23.38 GMAC LLC 6.25% 10/15/2013 31.50 GMAC LLC 6.25% 11/15/2013 18.61 GMAC LLC 6.25% 7/15/2019 25.00 GMAC LLC 6.3% 3/15/2013 25.00 GMAC LLC 6.3% 10/15/2013 32.00 GMAC LLC 6.3% 11/15/2013 30.95 GMAC LLC 6.3% 8/15/2019 26.50 GMAC LLC 6.35% 5/15/2013 29.25 GMAC LLC 6.35% 7/15/2019 29.00 GMAC LLC 6.35% 7/15/2019 25.00 GMAC LLC 6.375% 6/15/2010 51.51 GMAC LLC 6.375% 1/15/2014 23.00 GMAC LLC 6.4% 3/15/2013 28.00 GMAC LLC 6.4% 11/15/2019 21.30 GMAC LLC 6.45% 2/15/2013 25.00 GMAC LLC 6.5% 10/15/2009 80.94 GMAC LLC 6.5% 3/15/2010 60.00 GMAC LLC 6.5% 5/15/2012 43.21 GMAC LLC 6.5% 7/15/2012 36.21 GMAC LLC 6.5% 2/15/2013 21.98 GMAC LLC 6.5% 3/15/2013 30.00 GMAC LLC 6.5% 4/15/2013 30.99 GMAC LLC 6.5% 5/15/2013 32.22 GMAC LLC 6.5% 6/15/2013 34.52 GMAC LLC 6.5% 8/15/2013 18.89 GMAC LLC 6.5% 11/15/2013 30.03 GMAC LLC 6.55% 12/15/2019 28.50 GMAC LLC 6.55% 12/15/2019 19.05 GMAC LLC 6.6% 6/15/2019 26.50 GMAC LLC 6.6% 6/15/2019 28.75 GMAC LLC 6.625% 10/15/2011 40.90 GMAC LLC 6.65% 2/15/2013 33.25 GMAC LLC 6.65% 10/15/2018 19.00 GMAC LLC 6.7% 6/15/2009 76.84 GMAC LLC 6.7% 7/15/2009 91.06 GMAC LLC 6.7% 5/15/2014 25.52 GMAC LLC 6.7% 5/15/2014 29.49 GMAC LLC 6.7% 6/15/2014 21.00 GMAC LLC 6.7% 11/15/2018 20.08 GMAC LLC 6.7% 6/15/2019 22.56 GMAC LLC 6.7% 12/15/2019 24.35 GMAC LLC 6.75% 11/15/2009 63.50 GMAC LLC 6.75% 9/15/2011 38.17 GMAC LLC 6.75% 10/15/2011 41.00 GMAC LLC 6.75% 10/15/2011 38.00 GMAC LLC 6.75% 7/15/2012 28.90 GMAC LLC 6.75% 9/15/2012 27.88 GMAC LLC 6.75% 9/15/2012 36.00 GMAC LLC 6.75% 10/15/2012 35.35 GMAC LLC 6.75% 4/15/2013 25.00 GMAC LLC 6.75% 4/15/2013 30.58 GMAC LLC 6.75% 6/15/2014 29.71 GMAC LLC 6.75% 9/15/2016 22.00 GMAC LLC 6.8% 7/15/2009 84.00 GMAC LLC 6.8% 11/15/2009 68.02 GMAC LLC 6.8% 12/15/2009 65.50 GMAC LLC 6.8% 2/15/2013 31.00 GMAC LLC 6.8% 4/15/2013 32.00 GMAC LLC 6.85% 7/15/2009 81.00 GMAC LLC 6.85% 10/15/2009 67.76 GMAC LLC 6.875% 10/15/2012 30.42 GMAC LLC 6.875% 4/15/2013 24.50 GMAC LLC 6.875% 8/15/2016 24.00 GMAC LLC 6.9% 6/15/2009 86.05 GMAC LLC 6.9% 12/15/2009 73.00 GMAC LLC 6.9% 6/15/2017 26.00 GMAC LLC 6.95% 8/15/2009 57.84 GMAC LLC 6.95% 6/15/2017 23.10 GMAC LLC 7% 7/15/2009 87.00 GMAC LLC 7% 8/15/2009 87.79 GMAC LLC 7% 9/15/2009 64.00 GMAC LLC 7% 9/15/2009 76.19 GMAC LLC 7% 10/15/2009 75.50 GMAC LLC 7% 10/15/2009 74.20 GMAC LLC 7% 11/15/2009 73.50 GMAC LLC 7% 11/15/2009 70.50 GMAC LLC 7% 12/15/2009 66.11 GMAC LLC 7% 12/15/2009 58.28 GMAC LLC 7% 1/15/2010 51.55 GMAC LLC 7% 3/15/2010 71.75 GMAC LLC 7% 10/15/2011 35.89 GMAC LLC 7% 9/15/2012 35.25 GMAC LLC 7% 10/15/2012 32.00 GMAC LLC 7% 11/15/2012 36.50 GMAC LLC 7% 12/15/2012 36.18 GMAC LLC 7% 1/15/2013 33.50 GMAC LLC 7% 2/15/2018 16.00 GMAC LLC 7.05% 10/15/2009 79.89 GMAC LLC 7.05% 3/15/2018 20.00 GMAC LLC 7.1% 9/15/2012 34.50 GMAC LLC 7.1% 1/15/2013 30.66 GMAC LLC 7.1% 1/15/2013 34.36 GMAC LLC 7.125% 8/15/2009 79.85 GMAC LLC 7.125% 8/15/2012 35.00 GMAC LLC 7.125% 12/15/2012 34.84 GMAC LLC 7.15% 8/15/2009 80.00 GMAC LLC 7.15% 8/15/2010 60.00 GMAC LLC 7.15% 11/15/2012 30.89 GMAC LLC 7.2% 8/15/2009 89.30 GMAC LLC 7.25% 11/15/2009 74.58 GMAC LLC 7.25% 1/15/2010 57.61 GMAC LLC 7.25% 8/15/2012 37.75 GMAC LLC 7.25% 12/15/2012 33.00 GMAC LLC 7.25% 12/15/2012 34.10 GMAC LLC 7.25% 9/15/2017 28.65 GMAC LLC 7.5% 10/15/2012 32.65 GMAC LLC 7.55% 8/15/2010 53.00 GMAC LLC 7.625% 11/15/2012 38.75 GMAC LLC 7.7% 8/15/2010 60.00 GMAC LLC 7.75% 10/15/2012 33.34 GMAC LLC 7.85% 8/15/2010 45.50 GMAC LLC 7.875% 11/15/2012 34.36 GMAC LLC 8% 6/15/2010 56.00 GMAC LLC 8% 6/15/2010 62.59 GMAC LLC 8% 6/15/2010 56.00 GMAC LLC 8% 7/15/2010 67.79 GMAC LLC 8% 7/15/2010 52.15 GMAC LLC 8% 9/15/2010 50.00 GMAC LLC 8% 9/15/2010 53.00 GMAC LLC 8.05% 4/15/2010 66.50 GMAC LLC 8.125% 9/15/2009 87.86 GMAC LLC 8.2% 7/15/2010 64.50 GMAC LLC 8.25% 9/15/2012 34.00 GMAC LLC 8.4% 4/15/2010 66.50 GMAC LLC 8.4% 8/15/2015 24.57 GMAC LLC 8.5% 5/15/2010 58.00 GMAC LLC 8.5% 5/15/2010 68.25 GMAC LLC 8.5% 10/15/2010 48.50 GMAC LLC 8.5% 10/15/2010 64.02 GMAC LLC 8.5% 8/15/2015 26.55 GMAC LLC 8.65% 8/15/2015 27.56 GMAC LLC 8.875% 6/1/2010 57.49 GMAC LLC 9% 7/15/2020 28.88 GREAT ATLA & PAC 5.125% 6/15/2011 54.00 GREAT LAKES CHEM 7% 7/15/2009 25.50 GREENBRIER COS 2.375% 5/15/2026 20.00 HAIGHTS CROSS OP 11.75% 8/15/2011 38.63 HANNA (MA) CO 6.52% 2/23/2010 42.00 HARRAHS OPER CO 5.375% 12/15/2013 16.00 HARRAHS OPER CO 5.5% 7/1/2010 36.57 HARRAHS OPER CO 5.625% 6/1/2015 14.40 HARRAHS OPER CO 5.75% 10/1/2017 14.88 HARRAHS OPER CO 6.5% 6/1/2016 20.00 HARRAHS OPER CO 8% 2/1/2011 23.83 HARRAHS OPER CO 10.75% 2/1/2016 19.13 HARRAHS OPER CO 10.75% 2/1/2016 18.13 HARRAHS OPER CO 10.75% 2/1/2018 14.00 HARRY & DAVID OP 9% 3/1/2013 20.10 HAWAIIAN TELCOM 9.75% 5/1/2013 4.88 HAWKER BEECHCRAF 8.5% 4/1/2015 25.50 HAWKER BEECHCRAF 9.75% 4/1/2017 19.00 HEADWATERS INC 2.5% 2/1/2014 21.58 HEADWATERS INC 2.875% 6/1/2016 10.00 HERTZ CORP 6.35% 6/15/2010 71.00 HERTZ CORP 7.4% 3/1/2011 56.38 HERTZ CORP 7.625% 6/1/2012 43.67 HEXION US/NOVA 9.75% 11/15/2014 21.25 HILTON HOTELS 7.2% 12/15/2009 87.00 HILTON HOTELS 7.5% 12/15/2017 13.00 HINES NURSERIES 10.25% 10/1/2011 14.50 HOUSEHOLD FIN CO 4.75% 5/15/2009 99.52 HUMAN GENOME 2.25% 10/15/2011 39.50 HUMAN GENOME 2.25% 8/15/2012 34.00 HUTCHINSON TECH 3.25% 1/15/2026 27.00 IDEARC INC 8% 11/15/2016 3.63 INCYTE CORP 3.5% 2/15/2011 48.00 INCYTE CORP LTD 3.5% 2/15/2011 51.06 INN OF THE MOUNT 12% 11/15/2010 9.00 INNOPHOS HOLDING 9.5% 4/15/2012 43.50 INTCOMEX INC 11.75% 1/15/2011 35.25 INTL LEASE FIN 4.75% 7/1/2009 92.25 INTL LEASE FIN 4.875% 9/1/2010 70.15 INTL LEASE FIN 5.45% 3/24/2011 62.00 ISTAR FINANCIAL 5.125% 4/1/2011 46.25 ISTAR FINANCIAL 5.125% 4/1/2011 40.88 ISTAR FINANCIAL 5.15% 3/1/2012 42.88 ISTAR FINANCIAL 5.375% 4/15/2010 64.50 ISTAR FINANCIAL 5.5% 6/15/2012 33.00 ISTAR FINANCIAL 5.65% 9/15/2011 41.00 ISTAR FINANCIAL 5.7% 3/1/2014 25.00 ISTAR FINANCIAL 5.8% 3/15/2011 49.00 ISTAR FINANCIAL 5.95% 10/15/2013 26.00 ISTAR FINANCIAL 6% 12/15/2010 56.50 ISTAR FINANCIAL 6.5% 12/15/2013 29.00 ISTAR FINANCIAL 8.625% 6/1/2013 31.75 JAZZ TECHNOLOGIE 8% 12/31/2011 22.25 JEFFERSON SMURFI 7.5% 6/1/2013 13.00 JEFFERSON SMURFI 8.25% 10/1/2012 12.56 K HOVNANIAN ENTR 6.25% 1/15/2015 25.00 K HOVNANIAN ENTR 6.375% 12/15/2014 25.00 K HOVNANIAN ENTR 6.5% 1/15/2014 25.00 K HOVNANIAN ENTR 7.5% 5/15/2016 25.80 K HOVNANIAN ENTR 7.75% 5/15/2013 27.07 K HOVNANIAN ENTR 8% 4/1/2012 37.20 K HOVNANIAN ENTR 8.625% 1/15/2017 27.00 K HOVNANIAN ENTR 8.875% 4/1/2012 37.37 KAISER ALUMINUM 12.75% 2/1/2003 6.25 KELLWOOD CO 7.625% 10/15/2017 5.50 KEMET CORP 2.25% 11/15/2026 10.00 KEYSTONE AUTO OP 9.75% 11/1/2013 20.75 KIMHIL-REDM03/09 10.5% 12/15/2012 0.00 KKR FINANCIAL 7% 7/15/2012 28.00 KNIGHT RIDDER 4.625% 11/1/2014 12.00 KNIGHT RIDDER 5.75% 9/1/2017 12.00 KNIGHT RIDDER 6.875% 3/15/2029 12.50 KNIGHT RIDDER 7.125% 6/1/2011 20.84 KNIGHT RIDDER 7.15% 11/1/2027 14.25 KRATON POLYMERS 8.125% 1/15/2014 35.03 LANDAMERICA 3.125% 11/15/2033 15.63 LANDRY'S RESTAUR 9.5% 12/15/2014 97.18 LAZYDAYS RV 11.75% 5/15/2012 4.90 LEAR CORP 5.75% 8/1/2014 27.00 LEAR CORP 8.5% 12/1/2013 26.00 LEAR CORP 8.75% 12/1/2016 24.00 LECROY CORP 4% 10/15/2026 38.75 LEHMAN BROS HLDG 1.5% 3/23/2012 9.50 LEHMAN BROS HLDG 3.95% 11/10/2009 12.71 LEHMAN BROS HLDG 4% 4/16/2019 7.16 LEHMAN BROS HLDG 4.25% 1/27/2010 12.35 LEHMAN BROS HLDG 4.375% 11/30/2010 11.00 LEHMAN BROS HLDG 4.5% 7/26/2010 10.02 LEHMAN BROS HLDG 4.7% 3/6/2013 8.80 LEHMAN BROS HLDG 4.8% 3/13/2014 12.00 LEHMAN BROS HLDG 4.8% 6/24/2023 8.50 LEHMAN BROS HLDG 5% 1/14/2011 11.95 LEHMAN BROS HLDG 5% 1/22/2013 6.25 LEHMAN BROS HLDG 5% 2/11/2013 8.32 LEHMAN BROS HLDG 5% 3/27/2013 9.00 LEHMAN BROS HLDG 5% 8/5/2015 6.00 LEHMAN BROS HLDG 5% 12/18/2015 4.10 LEHMAN BROS HLDG 5% 5/28/2023 7.13 LEHMAN BROS HLDG 5% 5/30/2023 7.25 LEHMAN BROS HLDG 5% 6/10/2023 9.00 LEHMAN BROS HLDG 5% 6/17/2023 7.13 LEHMAN BROS HLDG 5.1% 1/28/2013 7.75 LEHMAN BROS HLDG 5.1% 2/15/2020 7.25 LEHMAN BROS HLDG 5.15% 2/4/2015 7.13 LEHMAN BROS HLDG 5.2% 5/13/2020 7.18 LEHMAN BROS HLDG 5.25% 2/6/2012 12.51 LEHMAN BROS HLDG 5.25% 2/11/2015 4.00 LEHMAN BROS HLDG 5.25% 3/8/2020 7.25 LEHMAN BROS HLDG 5.25% 5/20/2023 5.50 LEHMAN BROS HLDG 5.35% 2/25/2018 7.00 LEHMAN BROS HLDG 5.35% 3/13/2020 9.00 LEHMAN BROS HLDG 5.35% 6/14/2030 6.00 LEHMAN BROS HLDG 5.375% 5/6/2023 7.06 LEHMAN BROS HLDG 5.4% 3/6/2020 6.00 LEHMAN BROS HLDG 5.4% 3/20/2020 8.50 LEHMAN BROS HLDG 5.4% 3/30/2029 7.13 LEHMAN BROS HLDG 5.4% 6/21/2030 5.00 LEHMAN BROS HLDG 5.45% 3/15/2025 8.67 LEHMAN BROS HLDG 5.45% 4/6/2029 7.00 LEHMAN BROS HLDG 5.45% 2/22/2030 7.25 LEHMAN BROS HLDG 5.45% 7/19/2030 7.13 LEHMAN BROS HLDG 5.45% 9/20/2030 9.00 LEHMAN BROS HLDG 5.5% 4/4/2016 11.00 LEHMAN BROS HLDG 5.5% 2/4/2018 7.26 LEHMAN BROS HLDG 5.5% 2/19/2018 7.25 LEHMAN BROS HLDG 5.5% 11/4/2018 7.06 LEHMAN BROS HLDG 5.5% 2/27/2020 7.50 LEHMAN BROS HLDG 5.5% 3/14/2023 7.25 LEHMAN BROS HLDG 5.5% 4/8/2023 8.50 LEHMAN BROS HLDG 5.5% 4/15/2023 6.40 LEHMAN BROS HLDG 5.5% 4/23/2023 7.25 LEHMAN BROS HLDG 5.5% 8/5/2023 4.95 LEHMAN BROS HLDG 5.5% 10/7/2023 3.90 LEHMAN BROS HLDG 5.5% 1/27/2029 8.00 LEHMAN BROS HLDG 5.5% 2/3/2029 7.13 LEHMAN BROS HLDG 5.5% 8/2/2030 7.90 LEHMAN BROS HLDG 5.55% 2/11/2018 9.00 LEHMAN BROS HLDG 5.55% 3/9/2029 4.15 LEHMAN BROS HLDG 5.55% 1/25/2030 7.25 LEHMAN BROS HLDG 5.55% 9/27/2030 8.00 LEHMAN BROS HLDG 5.55% 12/31/2034 6.00 LEHMAN BROS HLDG 5.6% 1/22/2018 6.00 LEHMAN BROS HLDG 5.6% 2/17/2029 7.50 LEHMAN BROS HLDG 5.6% 2/24/2029 5.00 LEHMAN BROS HLDG 5.6% 3/2/2029 3.70 LEHMAN BROS HLDG 5.6% 2/25/2030 8.50 LEHMAN BROS HLDG 5.6% 5/3/2030 8.00 LEHMAN BROS HLDG 5.625% 1/24/2013 14.25 LEHMAN BROS HLDG 5.625% 3/15/2030 7.13 LEHMAN BROS HLDG 5.65% 11/23/2029 6.00 LEHMAN BROS HLDG 5.65% 8/16/2030 8.00 LEHMAN BROS HLDG 5.65% 12/31/2034 7.50 LEHMAN BROS HLDG 5.7% 1/28/2018 7.41 LEHMAN BROS HLDG 5.7% 2/10/2029 5.47 LEHMAN BROS HLDG 5.7% 4/13/2029 7.13 LEHMAN BROS HLDG 5.7% 9/7/2029 4.52 LEHMAN BROS HLDG 5.7% 12/14/2029 6.00 LEHMAN BROS HLDG 5.75% 4/25/2011 12.75 LEHMAN BROS HLDG 5.75% 7/18/2011 12.63 LEHMAN BROS HLDG 5.75% 5/17/2013 12.00 LEHMAN BROS HLDG 5.75% 1/3/2017 0.07 LEHMAN BROS HLDG 5.75% 3/27/2023 9.05 LEHMAN BROS HLDG 5.75% 9/16/2023 9.00 LEHMAN BROS HLDG 5.75% 10/15/2023 7.46 LEHMAN BROS HLDG 5.75% 10/21/2023 7.13 LEHMAN BROS HLDG 5.75% 11/12/2023 8.50 LEHMAN BROS HLDG 5.75% 11/25/2023 9.00 LEHMAN BROS HLDG 5.75% 12/16/2028 8.51 LEHMAN BROS HLDG 5.75% 12/23/2028 7.13 LEHMAN BROS HLDG 5.75% 8/24/2029 7.25 LEHMAN BROS HLDG 5.75% 9/14/2029 6.00 LEHMAN BROS HLDG 5.75% 10/12/2029 7.13 LEHMAN BROS HLDG 5.75% 3/29/2030 7.13 LEHMAN BROS HLDG 5.8% 9/3/2020 4.33 LEHMAN BROS HLDG 5.8% 10/25/2030 7.13 LEHMAN BROS HLDG 5.85% 11/8/2030 3.96 LEHMAN BROS HLDG 5.875% 11/15/2017 13.00 LEHMAN BROS HLDG 5.9% 5/4/2029 6.00 LEHMAN BROS HLDG 5.9% 2/7/2031 7.13 LEHMAN BROS HLDG 5.95% 12/20/2030 5.00 LEHMAN BROS HLDG 6% 7/19/2012 12.63 LEHMAN BROS HLDG 6% 1/22/2020 7.25 LEHMAN BROS HLDG 6% 2/12/2020 7.20 LEHMAN BROS HLDG 6% 1/29/2021 3.00 LEHMAN BROS HLDG 6% 10/23/2028 5.00 LEHMAN BROS HLDG 6% 11/18/2028 7.13 LEHMAN BROS HLDG 6% 5/11/2029 8.50 LEHMAN BROS HLDG 6% 7/20/2029 8.50 LEHMAN BROS HLDG 6% 4/30/2034 8.50 LEHMAN BROS HLDG 6% 7/30/2034 7.55 LEHMAN BROS HLDG 6% 2/21/2036 6.00 LEHMAN BROS HLDG 6% 2/24/2036 6.93 LEHMAN BROS HLDG 6% 2/12/2037 7.25 LEHMAN BROS HLDG 6.05% 6/29/2029 1.12 LEHMAN BROS HLDG 6.1% 8/12/2023 7.60 LEHMAN BROS HLDG 6.15% 4/11/2031 7.25 LEHMAN BROS HLDG 6.2% 9/26/2014 13.26 LEHMAN BROS HLDG 6.2% 6/15/2027 7.25 LEHMAN BROS HLDG 6.2% 5/25/2029 7.13 LEHMAN BROS HLDG 6.25% 2/5/2021 4.02 LEHMAN BROS HLDG 6.25% 2/22/2023 6.26 LEHMAN BROS HLDG 6.3% 3/27/2037 8.25 LEHMAN BROS HLDG 6.4% 10/11/2022 7.00 LEHMAN BROS HLDG 6.5% 2/28/2023 8.50 LEHMAN BROS HLDG 6.5% 3/6/2023 8.50 LEHMAN BROS HLDG 6.5% 10/18/2027 6.90 LEHMAN BROS HLDG 6.5% 10/25/2027 6.75 LEHMAN BROS HLDG 6.5% 1/17/2033 7.50 LEHMAN BROS HLDG 6.5% 12/22/2036 6.00 LEHMAN BROS HLDG 6.5% 2/13/2037 8.50 LEHMAN BROS HLDG 6.5% 6/21/2037 7.25 LEHMAN BROS HLDG 6.5% 7/13/2037 8.06 LEHMAN BROS HLDG 6.6% 10/3/2022 8.01 LEHMAN BROS HLDG 6.625% 1/18/2012 13.50 LEHMAN BROS HLDG 6.625% 7/27/2027 12.50 LEHMAN BROS HLDG 6.75% 7/1/2022 6.00 LEHMAN BROS HLDG 6.75% 11/22/2027 9.00 LEHMAN BROS HLDG 6.75% 3/11/2033 8.71 LEHMAN BROS HLDG 6.75% 10/26/2037 5.00 LEHMAN BROS HLDG 6.8% 9/7/2032 6.38 LEHMAN BROS HLDG 6.85% 8/16/2032 8.25 LEHMAN BROS HLDG 6.85% 8/23/2032 7.25 LEHMAN BROS HLDG 6.875% 5/2/2018 14.69 LEHMAN BROS HLDG 6.875% 7/17/2037 0.14 LEHMAN BROS HLDG 6.9% 9/1/2032 5.00 LEHMAN BROS HLDG 7% 5/12/2023 7.50 LEHMAN BROS HLDG 7% 9/27/2027 14.01 LEHMAN BROS HLDG 7% 10/4/2032 8.50 LEHMAN BROS HLDG 7% 7/27/2037 9.10 LEHMAN BROS HLDG 7% 9/28/2037 11.00 LEHMAN BROS HLDG 7% 11/16/2037 9.00 LEHMAN BROS HLDG 7% 12/28/2037 8.09 LEHMAN BROS HLDG 7% 1/31/2038 9.00 LEHMAN BROS HLDG 7% 2/1/2038 7.75 LEHMAN BROS HLDG 7% 2/7/2038 10.13 LEHMAN BROS HLDG 7% 2/8/2038 8.00 LEHMAN BROS HLDG 7% 4/22/2038 7.00 LEHMAN BROS HLDG 7.1% 3/25/2038 4.00 LEHMAN BROS HLDG 7.25% 2/27/2038 6.00 LEHMAN BROS HLDG 7.25% 4/29/2038 9.00 LEHMAN BROS HLDG 7.35% 5/6/2038 9.00 LEHMAN BROS HLDG 7.73% 10/15/2023 9.10 LEHMAN BROS HLDG 7.875% 8/15/2010 13.00 LEHMAN BROS HLDG 8.05% 1/15/2019 8.06 LEHMAN BROS HLDG 8.5% 8/1/2015 5.65 LEHMAN BROS HLDG 8.5% 6/15/2022 8.09 LEHMAN BROS HLDG 8.8% 3/1/2015 12.00 LEHMAN BROS HLDG 8.92% 2/16/2017 10.00 LEHMAN BROS HLDG 9.5% 12/28/2022 6.00 LEHMAN BROS HLDG 9.5% 1/30/2023 4.13 LEHMAN BROS HLDG 9.5% 2/27/2023 9.00 LEHMAN BROS HLDG 10% 3/13/2023 6.00 LEHMAN BROS HLDG 10.375% 5/24/2024 6.16 LEHMAN BROS HLDG 11% 10/25/2017 7.13 LEHMAN BROS HLDG 11% 6/22/2022 7.75 LEHMAN BROS HLDG 11.5% 9/26/2022 6.60 LIFECARE HOLDING 9.25% 8/15/2013 42.00 LITHIA MOTORS 2.875% 5/1/2014 95.25 LOCAL INSIGHT 11% 12/1/2017 21.88 MAGMA DESIGN 2% 5/15/2010 62.50 MAGNA ENTERTAINM 8.55% 6/15/2010 14.05 MAJESTIC STAR 9.5% 10/15/2010 27.25 MAJESTIC STAR 9.75% 1/15/2011 3.00 MANDALAY RESORT 6.375% 12/15/2011 37.50 MANDALAY RESORT 6.5% 7/31/2009 60.75 MANDALAY RESORTS 9.375% 2/15/2010 18.25 MASHANTUCKET PEQ 8.5% 11/15/2015 16.00 MASONITE CORP 11% 4/6/2015 2.50 MERCER INTL INC 9.25% 2/15/2013 29.00 MERISANT CO 9.5% 7/15/2013 4.19 MERIX CORP 4% 5/15/2013 25.56 METALDYNE CORP 11% 6/15/2012 11.29 MGM MIRAGE 6% 10/1/2009 52.60 MGM MIRAGE 6.75% 9/1/2012 35.50 MGM MIRAGE 6.75% 4/1/2013 35.00 MGM MIRAGE 6.75% 4/1/2013 27.38 MGM MIRAGE 8.375% 2/1/2011 18.00 MGM MIRAGE 8.5% 9/15/2010 42.00 MILACRON ESCROW 11.5% 5/15/2011 20.50 MILLENNIUM AMER 7.625% 11/15/2026 1.50 MOHEGAN TRIBAL 6.375% 7/15/2009 79.38 MOHEGAN TRIBAL 6.875% 2/15/2015 25.00 MOHEGAN TRIBAL 7.125% 8/15/2014 26.00 MOHEGAN TRIBAL 7.125% 8/15/2014 25.00 MOHEGAN TRIBAL 8% 4/1/2012 35.17 MOHEGAN TRIBAL 8.375% 7/1/2011 40.50 MOMENTIVE PERFOR 9.75% 12/1/2014 30.00 MOMENTIVE PERFOR 11.5% 12/1/2016 18.00 MORRIS PUBLISH 7% 8/1/2013 6.00 MRS FIELDS 10% 10/24/2014 25.00 MTR GAMING GROUP 9.75% 4/1/2010 71.38 NATL FINANCIAL 0.75% 2/1/2012 34.44 NCI BLDG SYSTEMS 2.125% 11/15/2024 58.00 NCO GROUP INC 11.875% 11/15/2014 10.00 NEENAH FOUNDRY 9.5% 1/1/2017 26.50 NEFF CORP 10% 6/1/2015 34.75 NEIMAN MARCUS 10.375% 10/15/2015 32.75 NELNET INC 5.125% 6/1/2010 64.50 NETWORK COMMUNIC 10.75% 12/1/2013 15.00 NEW PLAN EXCEL 4.5% 2/1/2011 55.25 NEW PLAN EXCEL 7.5% 7/30/2029 9.00 NEW PLAN REALTY 7.65% 11/2/2026 19.00 NEW PLAN REALTY 7.97% 8/14/2026 17.00 NEWARK GROUP INC 9.75% 3/15/2014 15.00 NEWPAGE CORP 10% 5/1/2012 35.50 NEWPAGE CORP 12% 5/1/2013 25.10 NORTEK INC 8.5% 9/1/2014 10.50 NORTEK INC 10% 12/1/2013 40.00 NORTH ATL TRADNG 9.25% 3/1/2012 19.50 NORTHERN TEL CAP 7.875% 6/15/2026 17.25 NTK HOLDINGS INC 0% 3/1/2014 7.50 NUVEEN INVEST 5% 9/15/2010 63.50 NUVEEN INVEST 5.5% 9/15/2015 22.00 NUVEEN INVESTM 10.5% 11/15/2015 25.25 OLD EVANGELINE 13% 3/1/2010 76.88 OUTBOARD MARINE 9.125% 4/15/2017 3.00 PALM HARBOR 3.25% 5/15/2024 24.75 PANOLAM INDUSTRI 10.75% 10/1/2013 10.00 PARK PLACE ENT 7.875% 3/15/2010 39.25 PARK PLACE ENT 8.125% 5/15/2011 27.88 PENHALL INTL 12% 8/1/2014 36.00 PERKINS & MARIE 14% 5/31/2013 41.63 PHH CORP 7.125% 3/1/2013 58.91 PILGRIMS PRIDE 9.25% 11/15/2013 20.25 PLIANT CORP 11.625% 6/15/2009 40.38 PLY GEM INDS 9% 2/15/2012 33.00 POLYONE CORP 8.875% 5/1/2012 45.34 POWERWAVE TECH 1.875% 11/15/2024 24.75 POWERWAVE TECH 3.875% 10/1/2027 17.00 PRIMUS TELECOM 3.75% 9/15/2010 2.63 PRIMUS TELECOM 8% 1/15/2014 7.58 PRIMUS TELECOMM 14.25% 5/20/2011 39.75 QUALITY DISTRIBU 9% 11/15/2010 39.00 QUANTUM CORP 4.375% 8/1/2010 68.75 RADIAN GROUP 7.75% 6/1/2011 41.72 RADIO ONE INC 6.375% 2/15/2013 18.00 RADIO ONE INC 8.875% 7/1/2011 32.00 RAFAELLA APPAREL 11.25% 6/15/2011 14.00 RATHGIBSON INC 11.25% 2/15/2014 18.88 RAYOVAC CORP 8.5% 10/1/2013 11.11 READER'S DIGEST 9% 2/15/2017 10.13 REAL MEX RESTAUR 10% 4/1/2010 75.25 REALOGY CORP 10.5% 4/15/2014 30.00 REALOGY CORP 12.375% 4/15/2015 17.00 REALOGY CORP 12.375% 4/15/2015 17.00 RENTECH INC 4% 4/15/2013 18.70 RESIDENTIAL CAP 8% 2/22/2011 39.00 RESIDENTIAL CAP 8.5% 6/1/2012 16.93 RESIDENTIAL CAP 8.5% 4/17/2013 14.10 RESIDENTIAL CAP 8.375% 6/30/2010 50.25 RESTAURANT CO 10% 10/1/2013 40.38 RH DONNELLEY 6.875% 1/15/2013 7.00 RH DONNELLEY 6.875% 1/15/2013 11.00 RH DONNELLEY 6.875% 1/15/2013 7.00 RH DONNELLEY 8.875% 1/15/2016 8.13 RH DONNELLEY 8.875% 10/15/2017 7.75 RH DONNELLEY INC 11.75% 5/15/2015 15.13 RITE AID CORP 6.875% 8/15/2013 19.00 RITE AID CORP 6.875% 12/15/2028 12.13 RITE AID CORP 7.7% 2/15/2027 15.22 RITE AID CORP 8.125% 5/1/2010 20.00 RITE AID CORP 8.5% 5/15/2015 28.50 RITE AID CORP 8.625% 3/1/2015 22.75 RITE AID CORP 9.375% 12/15/2015 23.25 RITE AID CORP 9.5% 6/15/2017 23.75 RIVER ROCK ENT 9.75% 11/1/2011 53.00 RJ TOWER CORP 12% 6/1/2013 1.00 ROUSE CO LP/TRC 6.75% 5/1/2013 26.38 ROUSE COMPANY 5.375% 11/26/2013 29.00 ROUSE COMPANY 7.2% 9/15/2012 25.00 SABRE HOLDINGS 7.35% 8/1/2011 49.00 SALEM COMM HLDG 7.75% 12/15/2010 36.50 SBARRO INC 10.375% 2/1/2015 33.50 SEQUA CORP 11.75% 12/1/2015 15.38 SIMMONS CO 7.875% 1/15/2014 15.75 SINCLAIR BROAD 3% 5/15/2027 54.00 SINCLAIR BROAD 6% 9/15/2012 28.00 SIRIUS SATELLITE 3.25% 10/15/2011 43.00 SIRIUS SATELLITE 9.625% 8/1/2013 41.00 SIX FLAGS INC 4.5% 5/15/2015 9.00 SIX FLAGS INC 8.875% 2/1/2010 10.50 SIX FLAGS INC 9.625% 6/1/2014 10.00 SIX FLAGS INC 9.75% 4/15/2013 11.00 SMURFIT-STONE 8% 3/15/2017 12.75 SNOQUALMIE 9.125% 2/1/2015 24.75 SONIC AUTOMOTIVE 5.25% 5/7/2009 50.00 SONIC AUTOMOTIVE 8.625% 8/15/2013 27.50 SPACEHAB INC 5.5% 10/15/2010 52.10 SPECTRUM BRANDS 12.5% 10/2/2013 24.75 SPHERIS INC 11% 12/15/2012 36.00 STALLION OILFIEL 9.75% 2/1/2015 7.88 STANDARD MTR 6.75% 7/15/2009 72.75 STANDARD PACIFIC 9.25% 4/15/2012 50.99 STANLEY-MARTIN 9.75% 8/15/2015 31.38 STATION CASINOS 6% 4/1/2012 27.00 STATION CASINOS 6.5% 2/1/2014 3.10 STATION CASINOS 6.625% 3/15/2018 3.00 STATION CASINOS 6.875% 3/1/2016 3.10 STONE CONTAINER 8.375% 7/1/2012 11.96 STRATEGIC HOTEL 3.5% 4/1/2012 35.25 SWIFT TRANS CO 12.5% 5/15/2017 17.38 TEKNI-PLEX INC 12.75% 6/15/2010 73.50 TENNECO AUTOMOT 8.625% 11/15/2014 19.00 TENNECO INC 8.125% 11/15/2015 21.00 TEXTRON FIN CORP 4.6% 5/3/2010 72.71 THORNBURG MTG 8% 5/15/2013 2.00 THORNBURG MTGE 12% 3/31/2015 37.63 TIMES MIRROR CO 6.61% 9/15/2027 2.60 TIMES MIRROR CO 7.25% 3/1/2013 2.00 TIMES MIRROR CO 7.25% 11/15/2096 3.00 TIMES MIRROR CO 7.5% 7/1/2023 3.01 TOUSA INC 7.5% 3/15/2011 1.00 TOUSA INC 9% 7/1/2010 2.00 TOYS R US 7.625% 8/1/2011 38.32 TOYS R US 7.875% 4/15/2013 31.50 TOYS R US DEL 8.75% 9/1/2021 15.00 TRANS-LUX CORP 8.25% 3/1/2012 25.10 TRANSMERIDIAN EX 12% 12/15/2010 6.50 TRAVELPORT LLC 11.875% 9/1/2016 29.50 TRIBUNE CO 4.875% 8/15/2010 5.00 TRIBUNE CO 5.25% 8/15/2015 4.32 TRIBUNE CO 5.67% 12/8/2008 3.13 TRICO MARINE 3% 1/15/2027 14.00 TRICO MARINE SER 6.5% 5/15/2028 29.00 TRIMAS CORP 9.875% 6/15/2012 46.00 TRONOX WORLDWIDE 9.5% 12/1/2012 13.50 TRUE TEMPER 8.375% 9/15/2011 33.00 TRUMP ENTERTNMNT 8.5% 6/1/2015 7.00 TUBE CITY IMS 9.75% 2/1/2015 15.25 UAL CORP 4.5% 6/30/2021 36.75 UAL CORP 5% 2/1/2021 41.75 UNISYS CORP 6.875% 3/15/2010 42.35 UNISYS CORP 8% 10/15/2012 25.00 UNISYS CORP 8.5% 10/15/2015 25.50 UNISYS CORP 12.5% 1/15/2016 23.75 UNITED COMPONENT 9.375% 6/15/2013 39.50 UNIV CITY FL HLD 8.375% 5/1/2010 24.94 US LEASING INTL 6% 9/6/2011 46.00 USFREIGHTWAYS 8.5% 4/15/2010 49.00 VENOCO INC 8.75% 12/15/2011 52.50 VERASUN ENERGY 9.375% 6/1/2017 7.77 VERENIUM CORP 5.5% 4/1/2027 25.50 VERSO PAPER 11.375% 8/1/2016 23.50 VIASYSTEMS INC 10.5% 1/15/2011 65.00 VICORP RESTAURNT 10.5% 4/15/2011 3.00 VISTEON CORP 7% 3/10/2014 8.57 VISTEON CORP 12.25% 12/31/2016 5.25 VITESSE SEMICOND 1.5% 10/1/2024 50.03 VOUGHT AIRCRAFT 8% 7/15/2011 40.75 WASH MUT BANK NV 5.55% 6/16/2010 24.00 WASH MUTUAL INC 8.25% 4/1/2010 56.00 WCI COMMUNITIES 4% 8/5/2023 2.10 WCI COMMUNITIES 6.625% 3/15/2015 2.00 WCI COMMUNITIES 7.875% 10/1/2013 1.00 WILLIAM LYONS 7.5% 2/15/2014 15.00 WILLIAM LYONS 7.625% 12/15/2012 18.00 WILLIAM LYONS 10.75% 4/1/2013 16.00 WIMAR OP LLC/FIN 9.625% 12/15/2014 1.76 XM SATELLITE 10% 12/31/2009 38.00 XM SATELLITE 13% 8/1/2013 46.63 ********* 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 ***